Stock Yards Bancorp, Inc. (SYBT)
SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks
SEC company page: https://www.sec.gov/edgar/browse/?CIK=835324. Latest filing source: 0001437749-26-005830.
Informational only - descriptive public-record data, not investment advice.
Business
Read SYBT's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read SYBT's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 467,589,000 | USD | 2025 | 2026-02-26 |
| Net income | 140,150,000 | USD | 2025 | 2026-02-26 |
| Assets | 9,536,124,000 | USD | 2025 | 2026-02-26 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000835324.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 102,207,000 | 110,899,000 | 129,932,000 | 147,892,000 | 147,871,000 | 177,076,000 | 251,652,000 | 346,696,000 | 412,879,000 | 467,589,000 |
| Net income | 107,748,000 | 114,539,000 | 140,150,000 | |||||||
| Diluted EPS | 1.80 | 1.66 | 2.42 | 2.89 | 2.59 | 2.97 | 3.21 | 3.67 | 3.89 | 4.75 |
| Operating cash flow | 63,262,000 | 53,676,000 | 65,889,000 | 58,436,000 | 77,125,000 | 102,100,000 | 108,742,000 | 106,703,000 | 142,868,000 | 166,046,000 |
| Capital expenditures | 6,327,000 | 2,786,000 | 7,057,000 | 5,098,000 | 5,458,000 | 4,581,000 | 18,441,000 | 7,731,000 | 9,848,000 | 12,042,000 |
| Dividends paid | 16,093,000 | 18,077,000 | 21,766,000 | 23,542,000 | 24,481,000 | 28,198,000 | 33,301,000 | 34,575,000 | 35,835,000 | 37,106,000 |
| Share buybacks | 1,918,000 | 2,389,000 | 2,004,000 | 11,817,000 | 2,265,000 | 3,826,000 | 4,806,000 | 2,695,000 | 4,217,000 | 2,091,000 |
| Assets | 3,039,481,000 | 3,239,646,000 | 3,302,924,000 | 3,724,197,000 | 4,608,629,000 | 6,646,025,000 | 7,496,261,000 | 8,170,102,000 | 8,863,419,000 | 9,536,124,000 |
| Liabilities | 2,725,609,000 | 2,906,002,000 | 2,936,424,000 | 3,317,900,000 | 4,167,928,000 | 5,970,156,000 | 6,735,829,000 | 7,311,999,000 | 7,922,943,000 | 8,460,427,000 |
| Stockholders' equity | 313,872,000 | 333,644,000 | 366,500,000 | 406,297,000 | 440,701,000 | 675,869,000 | 760,432,000 | 858,103,000 | 940,476,000 | 1,075,697,000 |
| Free cash flow | 56,935,000 | 50,890,000 | 58,832,000 | 53,338,000 | 71,667,000 | 97,519,000 | 90,301,000 | 98,972,000 | 133,020,000 | 154,004,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 31.08% | 27.74% | 29.97% | |||||||
| Return on equity | 12.56% | 12.18% | 13.03% | |||||||
| Return on assets | 1.32% | 1.29% | 1.47% | |||||||
| Liabilities / equity | 8.68 | 8.71 | 8.01 | 8.17 | 9.46 | 8.83 | 8.86 | 8.52 | 8.42 | 7.87 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001437749-26-005830; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001437749-26-005830; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001437749-26-005830; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-005830; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000835324.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.91 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.97 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.99 | reported discrete quarter | ||
| 2023-Q2 | 2023-03-31 | 29,048,000 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 83,063,000 | 0.94 | reported discrete quarter | |
| 2023-Q3 | 2023-06-30 | 27,664,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 88,925,000 | 0.92 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 95,241,000 | 23,944,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 96,545,000 | 25,887,000 | 0.88 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 100,304,000 | 27,598,000 | 0.94 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 105,722,000 | 29,360,000 | 1.00 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 110,308,000 | 31,694,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 111,166,000 | 33,271,000 | 1.13 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 115,000,000 | 34,024,000 | 1.15 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 120,272,000 | 36,241,000 | 1.23 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 121,151,000 | 36,614,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 117,642,000 | 36,595,000 | 1.24 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-014783; filed 2026-05-05. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-014783; filed 2026-05-05. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-014783; filed 2026-05-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001437749-26-014783.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Stock Yards Bancorp, Inc. (“Bancorp” or “the Company”), is a FHC headquartered in Louisville, Kentucky and is engaged in the business of banking through its wholly owned subsidiary, Stock Yards Bank & Trust Company (“SYB” or “the Bank”). Bancorp, which was incorporated in 1988 in Kentucky, is registered with, and subject to supervision, regulation and examination by, the Board of Governors of the Federal Reserve System. As Bancorp has no significant operations of its own, its business and the business of SYB are essentially the same. The operations of SYB are fully reflected in the consolidated financial statements of Bancorp. Accordingly, references to “Bancorp” in this document may encompass both the holding company and the Bank. All significant inter-company transactions and accounts have been eliminated in consolidation.
SYB, established in 1904, is a state-chartered non-member financial institution that provides services in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets through 75 full service banking center locations. The Bank is registered with, and subject to supervision, regulation and examination by the FDIC and the Kentucky Department of Financial Institutions.
As a result of its acquisition of Commonwealth Bancshares, Inc. on March 7, 2022, Bancorp became the 100% successor owner of three unconsolidated Delaware trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings exchanged for subordinated debentures with similar terms to the TPS.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying footnotes presented in Part 1 Item 1 “Financial Statements” and other information appearing in Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of Bancorp’s future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations.
Cautionary Statement Regarding Forward-Looking Statements
This document contains statements relating to future results of Bancorp that are considered “forward-looking” as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are principally, but not exclusively, contained in Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the statement. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or other similar expressions. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.
Forward-looking statements detail management’s expectations regarding the future and are based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date forward-looking statements are made, except as required by applicable regulation.
There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| ● | Changes in, or forecasts of, future political and economic conditions, inflation or recession and efforts to control related developments; | |
|---|---|---|
| ● | changes in laws and regulations or the interpretation thereof; | |
| ● | accuracy of assumptions and estimates used in establishing the ACL for loans, ACL for off-balance sheet credit exposures and other estimates; | |
| ● | impairment of investment securities; | |
| ● | impairment of goodwill, MSRs, other intangible assets and/or DTAs; | |
| ● | ability to effectively navigate an economic slowdown or other economic or market disruptions; |
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| ● | changes in fiscal, monetary, and/or regulatory policies; | |
|---|---|---|
| ● | changes in tax polices including but not limited to changes in federal and state statutory rates; | |
| ● | behavior of securities and capital markets, including changes in interest rates, market volatility and liquidity; | |
| ● | ability to effectively manage capital and liquidity; | |
| ● | long-term and short-term interest rate fluctuations, as well as the shape of the U.S. Treasury yield curve; | |
| ● | the magnitude and frequency of changes to the FFTR implemented by the Federal Open Market Committee of the FRB; | |
| ● | competitive product and pricing pressures; | |
| ● | projections of revenue, expenses, capital expenditures, losses, EPS, dividends, capital structure, etc.; | |
| ● | integration of acquired financial institutions, businesses or future acquisitions; | |
| ● | changes in the credit quality of Bancorp’s customers and counterparties, deteriorating asset quality and charge-off levels; | |
| ● | changes in technology instituted by Bancorp, its counterparties or competitors; | |
| ● | changes to or the effectiveness of Bancorp’s overall internal control environment; | |
| ● | adequacy of Bancorp’s risk management framework, disclosure controls and procedures and internal control over financial reporting; | |
| ● | changes in applicable accounting standards, including the introduction of new accounting standards; | |
| ● | changes in investor sentiment or behavior; | |
| ● | changes in consumer/business spending or savings behavior; | |
| ● | ability to appropriately address social, environmental and sustainability concerns that may arise from business activities; | |
| ● | occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, and Bancorp’s ability to deal effectively with disruptions caused by the foregoing; | |
| ● | ability to maintain the security of its financial, accounting, technology, data processing and other operational systems and facilities; | |
| ● | ability to withstand disruptions that may be caused by any failure of its operational systems or those of third parties; | |
| ● | ability to effectively defend itself against cyberattacks or other attempts by unauthorized parties to access information of Bancorp, its vendors or its customers or to disrupt systems; and | |
| ● | other risks and uncertainties reported from time-to-time in Bancorp’s filings with the SEC, including Part I Item 1A “Risk Factors” of Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025. |
Issued but Not Yet Effective Accounting Standards Updates
For disclosure regarding the impact to Bancorp’s financial statements of issued-but-not-yet-effective ASUs, see the footnote titled “Summary of Significant Accounting Policies” of Part I Item 1 “Financial Statements.”
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Business Segment Overview
Bancorp is divided into two reportable segments: Commercial Banking and WM&T:
Commercial Banking provides a full range of loan and deposit products to individual consumers and businesses in all its markets through retail lending, mortgage banking, deposit services, online banking, mobile banking, private banking, commercial lending, commercial real estate lending, treasury management services, merchant services, international banking, correspondent banking and other banking services. The Bank also offers securities brokerage services via its banking center network through an arrangement with a third party broker-dealer in the Commercial Banking segment.
WM&T provides investment management, financial & retirement planning and trust & estate services, as well as retirement plan management for businesses and corporations in all markets in which Bancorp operates. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size.
Overview – Operating Results (FTE)
The following table presents an overview of Bancorp’s financial performance for the three months ended March 31, 2026 and 2025:
| (dollars in thousands, except per share data) | Variance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended March 31, | 2026 | 2025 | $/bp | % | ||||||||||||
| Net income | $ | 36,595 | $ | 33,271 | $ | 3,324 | 10 | % | ||||||||
| Diluted earnings per share | $ | 1.24 | $ | 1.13 | $ | 0.11 | 10 | % | ||||||||
| ROA | 1.58 | % | 1.52 | % | 6 bps | 4 | % | |||||||||
| ROE | 13.63 | % | 14.14 | % | (51) bps | -4 | % |
Additional discussion follows under the section titled “Results of Operations.”
General highlights for the three months ended March 31, 2026 compared to March 31, 2025:
| ● | Net income totaled $36.6 million for the three months ended March 31, 2026, resulting in diluted EPS of $1.24, compared to net income of $33.3 million for the three months ended March 31, 2025, which resulted in diluted EPS of $1.13. | |
|---|---|---|
| ● | Total loans increased $580 million, or 9%, compared to March 31, 2025, with growth driven by increases from virtually every loan segment and led by the CRE and C&I categories. Average loans increased $520 million, or 8%, for the three months ended March 31, 2026 compared to the same period of the prior year. | |
| ● | Bancorp’s ACL on loans increased $4.8 million, or 5%, compared to March 31, 2025. The increase over the past 12 months was attributed to strong loan growth, which was only partially offset by an improved unemployment forecast and a decline in specific reserves. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ○ | Provision for credit losses on loans totaled $1.6 million for the three months ended March 31, 2026, compared to $900,000 for the three months ended March 31, 2025. |
| ● | Deposit balances increased $463 million, or 6%, compared to March 31, 2025, which was driven by interest bearing demand and time deposit growth, the latter of which was attributed to the success of the prior year’s promotional CD offerings. | |
|---|---|---|
| ● | Net interest income (FTE) totaled $78.5 million for the three months ended March 31, 2026, representing an increase of $7.9 million, or 11%, compared to the three months ended March 31, 2025. |
[[GREPCENT_TABLE]]
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ’
Stock Yards Bancorp, Inc. (“Bancorp” or “the Company”), is a FHC headquartered in Louisville, Kentucky and is engaged in the business of banking through its wholly owned subsidiary, Stock Yards Bank & Trust Company (“SYB” or “the Bank”). Bancorp, which was incorporated in 1988 in Kentucky, is registered with, and subject to supervision, regulation and examination by, the Board of Governors of the Federal Reserve System. As Bancorp has no significant operations of its own, its business and the business of SYB are essentially the same. The operations of SYB are fully reflected in the consolidated financial statements of Bancorp. Accordingly, references to “Bancorp” in this document may encompass both the holding company and the Bank. All significant inter-company transactions and accounts have been eliminated in consolidation.
SYB, established in 1904, is a state-chartered non-member financial institution that provides services in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets through 75 full service banking center locations. The Bank is registered with, and subject to supervision, regulation and examination by the FDIC and the Kentucky Department of Financial Institutions.
As a result of its acquisition of Commonwealth Bancshares, Inc. on March 7, 2022, Bancorp became the 100% successor owner of three unconsolidated Delaware trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings exchanged for subordinated debentures with similar terms to the TPS.
As a result of its acquisition of Kentucky Bancshares, Inc. on May 31, 2021, Bancorp became the 100% successor owner of a Nevada-based insurance captive taxed under Section 831(b) of the Internal Revenue Code. On April 10, 2023, the IRS issued a proposed regulation that would potentially classify section 831(b) captive activity as a, “listed transaction,” and possibly disallow the related tax benefits, both prospectively and retroactively. The regulation was finalized on January 10, 2025, clarifying what is considered a listed transaction or a transaction of interest. Based on the final regulations, there is no change in the status for the captive insurance structure in place previously, which Bancorp dissolved in 2023. The captive remains classified as a transaction of interest for the open tax years and there is no reserve for an uncertain tax position based on the final regulation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying footnotes presented in Part II Item 8 “Financial Statements and Supplementary Data.” To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of Bancorp’s future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations.
Cautionary Statement Regarding Forward-Looking Statements
This document contains statements relating to future results of Bancorp that are considered “forward-looking” as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are principally, but not exclusively, contained in Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I Item 1A “Risk Factors.”
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the statement. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or other similar expressions. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.
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Forward-looking statements detail management’s expectations regarding the future and are based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date forward-looking statements are made, except as required by applicable regulation.
There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Changes in, or forecasts of, future political and economic conditions, inflation or recession and efforts to control related developments; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in laws and regulations or the interpretation thereof; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | accuracy of assumptions and estimates used in establishing the ACL for loans, ACL for off-balance sheet credit exposures and other estimates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impairment of investment securities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impairment of goodwill, MSRs, other intangible assets and/or DTAs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively navigate an economic slowdown or other economic or market disruptions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in fiscal, monetary, and/or regulatory policies; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in tax polices including but not limited to changes in federal and state statutory rates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | behavior of securities and capital markets, including changes in interest rates, market volatility and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively manage capital and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | long-term and short-term interest rate fluctuations, as well as the shape of the U.S. Treasury yield curve; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the magnitude and frequency of changes to the FFTR implemented by the Federal Open Market Committee of the FRB; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competitive product and pricing pressures; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | projections of revenue, expenses, capital expenditures, losses, EPS, dividends, capital structure, etc.; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | integration of acquired financial institutions, businesses or future acquisitions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in the credit quality of Bancorp’s customers and counterparties, deteriorating asset quality and charge-off levels; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in technology instituted by Bancorp, its counterparties or competitors; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes to or the effectiveness of Bancorp’s overall internal control environment; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | adequacy of Bancorp’s risk management framework, disclosure controls and procedures and internal control over financial reporting; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in applicable accounting standards, including the introduction of new accounting standards; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in investor sentiment or behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in consumer/business spending or savings behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to appropriately address social, environmental and sustainability concerns that may arise from business activities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, and Bancorp’s ability to deal effectively with disruptions caused by the foregoing; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to maintain the security of its financial, accounting, technology, data processing and other operational systems and facilities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to withstand disruptions that may be caused by any failure of its operational systems or those of third parties; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively defend itself against cyberattacks or other attempts by unauthorized parties to access information of Bancorp, its vendors or its customers or to disrupt systems; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | other risks and uncertainties reported from time-to-time in Bancorp’s filings with the SEC, including Part I Item 1A “Risk Factors.” |
Issued but Not Yet Effective Accounting Standards Updates
For disclosure regarding the impact to Bancorp’s financial statements of issued-but-not-yet-effective ASUs, see the footnote titled “Summary of Significant Accounting Policies” of Part II Item 8 “Financial Statements and Supplementary Data.”
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Critical Accounting Estimates
Bancorp’s consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.
Management continually evaluates the accounting estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management.
Critical accounting estimates are those that management believes are the most important to the portrayal of Bancorp’s financial condition and operating results and require management to make estimates that are difficult, subjective and complex. Most accounting estimates are not considered by management to be critical accounting estimates. Several factors are considered in determining whether or not an estimate is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting estimate and the methodology for the identification and determination of critical accounting estimates with Bancorp’s Audit Committee. As of December 31, 2025, the significant accounting estimate considered the most critical in preparing Bancorp’s consolidated financial statements is the determination of the ACL on loans.
Allowance for Credit Losses on Loans and Provision for Credit Losses
For purposes of establishing the general reserve of the ACL, Bancorp stratifies the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculates the net amount expected to be collected over the life of the loans to estimate the credit losses in the loan portfolio. Bancorp’s methodologies for estimating the ACL on loans consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.
The ACL on loans is established through credit loss expense charged to current earnings. The amount maintained in the ACL reflects management’s estimate of the net amount not expected to be collected on the loan portfolio at the balance sheet date over the life of the loan. The ACL is comprised of specific reserves assigned to certain loans that do not share general risk characteristics and general reserves on pools of loans that do share general risk characteristics. Factors contributing to the determination of specific reserves include the creditworthiness of the borrower and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate, an expected loss ratio based on historical losses adjusted as appropriate for qualitative factors, or the fair value of the collateral for certain collateral-dependent loans.
Provision for credit losses can be subject to volatility as ACL calculations and the resulting expense are significantly impacted by changes in CECL model assumptions, such as macroeconomic factors and conditions, credit quality and loan portfolio composition and growth.
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Business Segment Overview
Bancorp is divided into two reportable segments: Commercial Banking and WM&T:
Commercial Banking provides a full range of loan and deposit products to individual consumers and businesses in all its markets through retail lending, mortgage banking, deposit services, online banking, mobile banking, private banking, commercial lending, commercial real estate lending, leasing, treasury management services, merchant services, international banking, correspondent banking, credit card services and other banking services. The Bank also offers securities brokerage services via its banking center network through an arrangement with a third party broker-dealer in the Commercial Banking segment.
WM&T provides investment management, financial & retirement planning and trust & estate services, as well as retirement plan management for businesses and corporations in all markets in which Bancorp operates. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size.
Overview – Operating Results (FTE)
The following table presents an overview Bancorp’s financial performance for the years ended December 31, 2025, 2024 and 2023:
| Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2025 | 2024 | 2023 | 2025 / 2024 | 2024 / 2023 | |||||||||||||||
| Net income available to stockholders | $ | 140,150 | $ | 114,539 | $ | 107,748 | 22 | % | 6 | % | ||||||||||
| Diluted earnings per share | $ | 4.75 | $ | 3.89 | $ | 3.67 | 22 | % | 6 | % | ||||||||||
| ROA | 1.53 | % | 1.37 | % | 1.39 | % | 16 | bps | (2) | bps | ||||||||||
| ROE | 14.00 | % | 12.77 | % | 13.44 | % | 123 | bps | (67) | bps |
Additional discussion follows under the section titled “Results of Operations.”
General highlights for the year ended December 31, 2025 compared to December 31, 2024:
| Column 1 | Column 2 |
|---|---|
| ● | In 2025, Bancorp set the following financial records: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net income of $140.2 million, and as a result, diluted EPS of $4.75, driven by significant average earning asset growth, a higher interest rate environment and solid contributions from Bancorp’s diversified non-interest revenue streams. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total revenue, comprising net interest income (FTE) and non-interest income, of $397.6 million, surpassing the previous record of $352.6 million in 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Solid loan growth of $521 million, or 8%, which led to record total loans of $7.04 billion at December 31, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Non-interest income of $96.9 million, surpassing the previous record of $95.2 million from 2024, driven by record treasury management fees and brokerage income in addition to solid contributions from all non-interest revenue streams. |
| Column 1 | Column 2 |
|---|---|
| ● | NIM increased 22 bps to 3.53% for the year ended December 31, 2025 compared to 3.31% for the prior year, driven by earning asset yield expansion and a decline in interest-bearing liability cost. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest income experienced a $54.7 million, or 13%, increase over the prior year associated with the benefits of higher yields and average earning asset growth, far outpacing an $11.4 million, or 7%, increase in interest expense driven by growth in interest-bearing liabilities attributed largely to the success of competitive time deposit offerings. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While Bancorp continued to experience a shift in the deposit mix, with non-interest bearing deposits and lower-yielding deposits migrating to higher-yielding options, particularly time deposits, the overall cost of deposits remained relatively flat, as Bancorp lowered deposit rates in tandem with the FRB’s interest rate reductions during the year. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Yields on interest earning assets increased 19 bps, or 4%, to 5.50% for the year ended December 31, 2025 compared to 5.31% for the prior year. Providing additional benefit to NIM, the cost of interest bearing liabilities, declined 12 bps, or 4%, to 2.61% compared to 2.73% for the prior year, driving net interest spread and NIM expansion. |
| Column 1 | Column 2 |
|---|---|
| ● | Total loans increased $521 million, or 8%, compared to December 31, 2024, driven primarily by growth in the CRE and C&D segments, with C&I and residential real estate also contributing solid growth. Average loans increased $713 million, or 12%, for the year ended December 31, 2025 compared to the prior year. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s ACL on loans increased $4.9 million, or 6%, compared to December 31, 2024. Provision for credit losses on loans totaled $5.6 million for the year ended December 31, 2025, compared to $8.8 million for the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for the year ended December 31, 2025 totaled $5.6 million, driven by solid loan growth and slight deterioration within the FRB’s national unemployment forecast, which were partially offset by annual CECL model updates and a decline in specific reserves. Net charge offs of $626,000 were recorded for the year ended December 31, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for the prior year was attributed mainly to substantial loan growth and to a lesser extent, an improved unemployment forecast and other factors within the CECL model. Further, net charge offs of $1.2 million were recorded for the year ended December 31, 2024. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $625 million, or 9%, at December 31, 2025 compared to December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest-bearing deposits increased $645 million, or 11%, for the year ended December 31, 2025 compared to the prior year, led most notably by a $499 million, or 40%, increase in time deposits associated with the competitive time deposit offerings. Non-interest bearing deposits declined $20 million, or 1%. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $1.7 million, or 2%, for the year ended December 31, 2025, compared to the prior year, attributed to solid contributions from all non-interest revenue streams, including record treasury management fees and brokerage income. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses increased $14.2 million, or 7%, for the year ended December 31, 2025, compared to the prior year, driven by higher compensation expenses associated with increased bonus accrual levels tied to Bancorp’s record results in addition to broad expense increases attributed Bancorp’s general growth over the past year, including expansion of the branch network. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2025 was 53.41% compared to 56.20% for the prior year. The improvement in this ratio was attributed primarily to strong net interest income growth, which outpaced growth in non-interest expenses. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
Total stockholder’s equity to total assets was 11.28% as of December 31, 2025 compared to 10.61% at December 31, 2024. Total equity increased to $1.08 billion in 2025, driven by net income of $140.2 million and a $30 million improvement in AOCI, offset partially by $37 million of dividends declared. The improvement in AOCI from December 31, 2024 to December 31, 2025 was the result of the changing interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio.
TCE is a measure of a company’s capital, which is useful in evaluating the quality and adequacy of capital. Bancorp’s ratio of TCE to total tangible assets was 9.32% as of December 31, 2025, compared to 8.44% at December 31, 2024, the improvement driven mainly by growth in stockholder’s equity associated with the year’s record operating results and to a lesser extent, the positive change in AOCI related to the valuation of the AFS debt securities portfolio. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
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General highlights for the year ended December 31, 2024 compared to December 31, 2023:
| Column 1 | Column 2 |
|---|---|
| ● | In 2024, Bancorp set the following financial records: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net income of $114.5 million, and as a result, diluted EPS of $3.89, besting the previous records of $107.7 million and diluted EPS of $3.67 from 2023, which was driven by significant organic loan growth, a higher interest rate environment and the continued growth of Bancorp’s diversified non-interest revenue streams. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total revenue, comprising net interest income (FTE) and non-interest income, of $352.6 million, surpassing the previous record of $340.1 million in 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Strong loan production drove $749 million, or 13%, of loan growth, leading to record total loans of $6.52 billion at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | WM&T revenue of $42.8 million, driven by strong equity market appreciation and higher estate fee income and served to offset a net new business decline. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Debit and credit card income of $20.1 million, consistent with higher transaction volume, growth in the customer base and larger processor incentives. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Treasury management fee income of $11.1 million, consistent with customer base expansion, increased transaction volume, record international services fee income and new product sales. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net investment product sales commissions and fee income of $3.6 million stemming from organic growth and general market appreciation. |
| Column 1 | Column 2 |
|---|---|
| ● | While NIM decreased 8 bps to 3.31% for the year ended December 31, 2024 compared to 3.39% for the prior year, net interest income (FTE) increased $9.5 million, or 4%, compared to the prior year, reaching a record $257.4 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest income experienced a $66.0 million, or 19%, increase over the prior year associated with the benefits of higher yields and average earning asset growth, outpacing the $56.5 million, or 57%, increase in interest expense driven by the rising cost of funds and growth in interest-bearing liabilities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | As a result of deposit pricing pressure/competition, Bancorp experienced a significant shift in the deposit mix, as non-interest bearing deposits and lower-yielding deposits migrated to higher-yielding options, particularly time deposits, which drove a substantial increase in the overall cost of deposits. Further, continued loan growth and deposit balance fluctuations necessitated more borrowing activity in 2024 compared to the prior year, contributing to the overall increase in interest expense. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Yields on interest earning assets increased 56 bps, or 12%, to 5.31% for the year ended December 31, 2024 compared to 4.75% for the prior year. However, these yields were outpaced by the cost of interest bearing liabilities, which expanded 76 bps, or 39%, to 2.73% compared to 1.97% for the prior year, driving net interest spread and NIM compression. |
| Column 1 | Column 2 |
|---|---|
| ● | Total loans increased $749 million, or 13%, compared to December 31, 2023, attributed to growth in most loan portfolio segments. Average loans increased $663 million, or 12%, for the year ended December 31, 2024 compared to the prior year. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s ACL on loans increased $8 million, or 10%, as of December 31, 2024 compared to December 31, 2023. Provision for credit losses on loans totaled $8.8 million for the year ended December 31, 2024, compared to $12.5 million for the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for the year ended December 31, 2024 was attributed mainly to substantial loan growth and to a lesser extent, an improved unemployment forecast and other factors within the CECL model. Further, net charge offs of $1.2 million were recorded for the year ended December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for credit losses on loans for the year ended December 31, 2023 were driven by substantial loan growth, a flat unemployment forecast and other factors within the CECL model. Bancorp also recorded net charge offs of $6.6 million for the year ended December 31, 2023, driven by the charge off of two isolated and unrelated C&I relationships. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $496 million, or 7%, at December 31, 2024 compared to December 31, 2023. While total deposit growth was experienced compared to the prior year, a continued shift in the deposit base mix was also experienced, as pricing pressure/competition for deposits was strong during 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest-bearing deposits increased $588 million, or 11%, for the year ended December 31, 2024 compared to the prior year, led in part by a $255 million, or 26%, increase in time deposits associated with Bancorp’s successful promotional product offerings, offsetting a $92 million, or 6%, decline in non-interest bearing deposits. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $3.0 million, or 3%, for the year ended December 31, 2024, compared to the prior year, attributed largely to strong WM&T revenue, treasury management fees and card income. |
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| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses increased $10.4 million, or 6%, for the year ended December 31, 2024, compared to the prior year, driven by higher compensation and employee benefit expenses associated with annual merit-based salary increases and higher bonus levels, full-time employee growth and higher health insurance claims activity, in addition to increased technology and communication expense, attributed to various security and compliance-related software upgrades. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2024 was 56.20% compared to 55.23% for the prior year. The increase in this ratio compared to the prior year was the result of non-interest expense growth (on a percentage basis) outpacing net interest income and non-interest income expansion, as net interest income was hampered by rising funding costs. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
Total stockholder’s equity to total assets was 10.61% as of December 31, 2024 compared to 10.50% at December 31, 2023. Total equity increased to $940 million in 2024, driven by net income of $114.5 million and a small improvement in AOCI, offset partially by $36 million of dividends declared. The small improvement in AOCI from December 31, 2023 to December 31, 2024 was the result of the changing interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio. Further, a $2.5 million increase in retained earnings was recorded in relation to the adoption of ASU 2023-02 effective January 1, 2024.
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Potential Challenges for 2026:
We have identified the following potential challenges for fiscal year 2026:
| Column 1 | Column 2 |
|---|---|
| ● | While the economic outlook for 2026 is generally positive, projecting modest growth, expectations are regularly changing as new economic data becomes available. Continued monetary policy changes by the FRB, including projected interest rate reductions, and the corresponding effects such changes have on local, national and global economic conditions could present challenges in 2026. |
| Column 1 | Column 2 |
|---|---|
| ● | Pricing pressure and competition for both loans and deposits could present challenges in 2026, driven by uncertainty within the current interest rate environment, a flattened yield curve and overall liquidity management. |
| Column 1 | Column 2 |
|---|---|
| ● | Net loan growth will remain a top priority for us in 2026. This will be impacted by competition, prevailing interest rates, economic conditions, line of credit utilization, loan prepayments and potential payoff activity. While we believe there is continued opportunity for loan growth in all of our markets, the potential for elevated payoff activity, which stems largely from borrowers within our C&D portfolio securing permanent long-term financing through other financial institutions, could hamper overall loan growth. Our ability to deliver solid loan growth over the long-term is a key component of our overall success. |
| Column 1 | Column 2 |
|---|---|
| ● | The continued development of the relationships and opportunities in our newer markets will be a priority for 2026. The Company’s growing footprint has allowed us to provide broader product offerings, increased lending capabilities and an expanded branch delivery system to existing and prospective customers alike, creating solid growth opportunities and a larger platform for future expansion. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | In December of 2025, we announced the appointment of a market president to lead our expansion into the south-central Kentucky market, which we feel is a natural extension of the growth strategies we’ve implemented over the past several years. Building brand recognition, developing and growing a talented team of relationship managers and successfully implementing our full-service, community banking model in this market will pose a new challenge for us in 2026, but one we feel provides ample opportunities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Bancorp expects to complete the merger of Field & Main Bancorp, Inc. in the second quarter of 2026, subject to satisfaction or waiver of remaining closing conditions. Acquisitions require integration of different corporate cultures, loan and deposit products, pricing strategies, data processing systems and other technologies, accounting, internal audit and financial reporting systems, operating systems and internal controls, and marketing programs and personnel. Bancorp will need to manage the transition effectively to maximize retention of Field and Main’s customers and employees, integrate personnel and systems efficiently, and maximize anticipated economic benefits. |
| Column 1 | Column 2 |
|---|---|
| ● | Strategically managing our balance sheet in anticipation of growing above $10 billion in total assets will be a major priority in 2026. While we are keenly aware of the impact crossing this regulatory threshold will have on our business, our long-standing goal of pursuing both organic and acquisition-related growth is unchanged. However, our strategies around the $10 billion threshold include crossing at a time that we feel maximizes profitability and efficiency considering the increased costs and reduced interchange income driven by related regulation. As such, we may decide to manage our balance sheet to temporarily remain under $10 billion in total assets. Managing growth accordingly could present challenges in 2026. |
| Column 1 | Column 2 |
|---|---|
| ● | We derive significant non-interest income from WM&T services. Most of these fees are based upon the market value of AUM at respective period ends. Absent fixed income and equity market movements, growing this revenue stream may prove challenging, as competition to attract new customers and retain existing customers remains intense. Growth in market values of AUM and fees is dependent upon positive returns in the overall capital markets, which could be threatened should economic conditions worsen. We have no control over market volatility. |
| Column 1 | Column 2 |
|---|---|
| ● | After experiencing several years of substantial increases in other non-interest income revenue streams, including treasury management fees and card income, we saw such growth slow in 2025, due in part to having already capitalized on the opportunities afforded to us by acquisition and exposure to new markets in previous years. While our strategies continue to focus on growing our diversified non-interest revenue streams and we feel that opportunities exist in all of our markets, total non-interest income growth is expected to be challenged in 2026. |
| Column 1 | Column 2 |
|---|---|
| ● | Over the past several years, our asset quality metrics have trended within a relatively low range, periodically exceeding benchmarks and reaching historically strong levels. We realize that current asset quality metrics remain solid and, recognizing the cyclical nature of the lending business and current economic conditions, we anticipate this trend will likely normalize over time. |
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Results of Operations
Net Interest Income - Overview
As is the case with most banks, Bancorp’s primary revenue sources are net interest income and fee income from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to overall profitability. Similarly, deposit volume is crucial to funding loans and rates paid on deposits directly impact profitability. New business volume is influenced by numerous economic factors including market interest rates, business spending, liquidity, consumer confidence and various competitive conditions within the marketplace. The discussion that follows is based on FTE net interest income data.
Interest income, yields and ratios on a FTE basis are considered non-U.S. GAAP financial measures. Management believes net interest income on a FTE basis provides insight into net interest margin for comparison purposes. The FTE basis also allows management to assess to comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a federal corporate income tax rate of 21%.
Comparative information regarding net interest income follows:
| As of and for the Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | 2023 | 2025 / 2024 | 2024 / 2023 | |||||||||||||||
| Net interest income | $ | 300,312 | $ | 257,040 | $ | 247,332 | 17 | % | 4 | % | ||||||||||
| Net interest income (FTE)* | 300,655 | 257,400 | 247,869 | 17 | % | 4 | % | |||||||||||||
| Net interest spread (FTE)* | 2.89 | % | 2.58 | % | 2.78 | % | 31 | bps | (20) | bps | ||||||||||
| Net interest margin (FTE)* | 3.53 | % | 3.31 | % | 3.39 | % | 22 | bps | (8) | bps | ||||||||||
| Average interest earning assets | $ | 8,509,267 | $ | 7,778,600 | $ | 7,303,763 | 9 | % | 7 | % | ||||||||||
| Average interest bearing liabilities | $ | 6,405,174 | $ | 5,712,522 | $ | 5,052,106 | 12 | % | 13 | % | ||||||||||
| Five year Treasury note rate at year end | 3.73 | % | 4.38 | % | 3.84 | % | (65) | bps | 54 | bps | ||||||||||
| Average five year Treasury note rate | 3.92 | % | 4.13 | % | 4.06 | % | (21) | bps | 7 | bps | ||||||||||
| Prime rate at year end | 6.75 | % | 7.50 | % | 8.50 | % | (75) | bps | (100) | bps | ||||||||||
| Average Prime rate | 7.37 | % | 8.31 | % | 8.20 | % | (94) | bps | 11 | bps | ||||||||||
| One month term SOFR at year end | 3.69 | % | 4.33 | % | 5.35 | % | (64) | bps | (102) | bps | ||||||||||
| Average one month term SOFR | 4.21 | % | 5.11 | % | 5.07 | % | (90) | bps | 4 | bps |
*See table titled, "Average Balance Sheets and Interest Rates (FTE)" for detail of Net interest income (FTE).
NIM and net interest spread calculations in the preceding table exclude the sold portion of certain participation loans, which totaled $2 million, $2 million and $4 million for the years ended December 31, 2025, 2024 and 2023, respectively. These sold loans are on Bancorp’s balance sheet as required by GAAP because Bancorp retains some form of effective control; however, Bancorp receives no interest income on the sold portion. These participation loans sold are excluded from NIM and spread analysis, because Bancorp believes it provides a more accurate depiction of loan portfolio performance.
At December 31, 2025, Bancorp’s loan portfolio consisted of approximately 64% fixed and 36% variable rate loans. At inception, most of Bancorp’s fixed rate loans are priced in relation to the five year treasury note. Bancorp’s variable rate loans are typically indexed to either Prime or one month term SOFR, generally repricing as those rates change. At December 31, 2025, approximately 55% and 45% of Bancorp’s variable rate loan portfolio was indexed to Prime and SOFR, respectively.
Prime rate, the five year Treasury note rate, and one month term SOFR are included in the preceding table to provide a general indication of the interest rate environment Bancorp has operated in during the past three years, a period marked by interest rate volatility. A rising rate environment that was driven by the FRB’s strategy to combat decades-high inflation via numerous, incremental rate increases over the course of 2022 and 2023 took the FFTR to a range of 5.25% - 5.50%, and Prime to 8.50%, by July of 2023. These levels were sustained until September of 2024, when the FRB began its attempt to engineer a “soft landing,” with several rate reductions that brought the FFTR to a range of 4.25% - 4.50%, and Prime to 7.50%, as of December 31, 2024.
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Bancorp experienced significant benefit from the rate increases that began in 2022, as the majority of Bancorp’s variable rate loans eventually rose above their 4.00% floors and deposit rates remained relatively low. However, as interest rates continued to rise in 2023, the positive impact rising rates had on the loan portfolio began to be offset by higher deposit rates stemming from intense pricing pressure and competition, which began to drive NIM compression. While this trend continued into 2024, significant average loan growth and the benefit of higher rates upon average interest earning assets eventually managed to outpace rising funding costs in the latter half of 2024, as deposit cost expansion began to moderate.
While the yield curve was challenged by flatness and/or inversion during 2025, continued loan growth at higher rates and the benefit of repricing on portions of the loan portfolio that had been carrying lower pandemic-era rates drove NIM expansion during the year, as these positive forces were coupled with a decline in overall funding costs attributed to deposit rate cuts and improved liquidity, the latter of which ended the need for more expensive overnight borrowings that had been utilized more heavily in the prior year.
Towards the end of 2025, a semblance of steepness on the longest portion of the yield curve began to be experienced, as three consecutive 25 bps rate reductions from the FRB in September, October and December resulted in the FFTR falling to a range of 3.50% - 3.75%, and Prime to 6.75%, as of December 31, 2025. However, despite a slight improvement in the overall yield curve’s trajectory, the shorter end of the curve that is most critical to Bancorp’s business (overnight through 5 years) remains flat and/or inverted and to the extent that trend continues, NIM and net interest spread expansion could be challenged in 2026.
Discussion of 2025 vs 2024:
Net interest spread (FTE) and NIM (FTE) were 2.89% and 3.53%, for the year ended December 31, 2025, compared to 2.58% and 3.31% for the prior year, respectively.
Net interest income (FTE) increased $43.3 million, or 17%, for the year ended December 31, 2025 compared to the prior year, as the impact of significant loan growth on interest income far surpassed the increase in interest expense tied to interest bearing deposit growth.
Total average interest earning assets increased $731 million, or 9%, for the year ended December 31, 2025, as compared to the prior year, attributed to substantial average loan growth. The average rate earned on total average interest earning assets climbed 19 bps to 5.50%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loan balances increased $713 million, or 12%, for the year ended December 31, 2025, compared to the prior year. While the CRE and C&D segments drove a significant portion of the period over period growth, the C&I and residential real estate segments also experienced solid growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities declined $210 million, or 14%, for the year ended December 31, 2025 compared to the prior year, mainly as the result of scheduled maturities within the treasury portfolio, and to a lesser extent, normal amortization activity. The liquidity provided by this activity helped fund Bancorp’s substantial loan growth, pay down FHLB borrowings and/or shifted into interest-bearing cash balances consistent with current balance sheet management strategies. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances increased $229 million, or 128%, for the year ended December 31, 2025 compared to the prior year, which was largely the result of the previously mentioned liquidity provided by the investment securities portfolio. |
Total interest income (FTE) increased $54.7 million, or 13%, to $468 million for the year ended December 31, 2025, as compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income (FTE) on loans increased $47.5 million, or 13%, to $417 million for the year ended December 31, 2025, compared to the prior year, driven by significant average loan growth, and to a lesser extent, yield expansion. The yield on the overall loan portfolio increased 7 bps to 6.14% for the year ended December 31, 2025 compared to 6.07% for the prior year. The year ended December 31, 2025 also benefitted from the payoff of three non-accrual loans during the year, which included approximately $930,000 of interest income and provided approximately 2 bps of benefit to related loan yields. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consistent with the decline in average investment securities, there was a $725,000, or 2%, decrease in interest income (FTE) on the portfolio for the year ended December 31, 2025 compared to the prior year. However, the corresponding yield on the portfolio climbed 29 bps to 2.44% for the year ended December 31, 2025, compared to 2.15% for the prior year, as a portion of maturities within the portfolio were temporarily reinvested for collateral pledging purposes during the year at higher short-term rates, but ultimately rolled into interest-earning cash balances by year-end. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on FFS and interest bearing due from bank balances increased $8.0 million, or 86%, for the year ended December 31, 2025, as compared to the prior year, consistent with the average balance increase. The yield on these assets decreased 96 bps to 4.23% for the year ended December 31, 2025 compared to the prior year, consistent with rate reductions enacted by the FRB during the year. |
Total average interest bearing liabilities increased $693 million, or 12%, to $6.41 billion for the year ended December 31, 2025 compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $758 million, or 15%, for the year ended December 31, 2025 compared to the prior year. Bancorp experienced a $492 million, or 45%, increase in average time deposits and increases of $186 million, or 8%, and $85 million, or 7%, increase in average interest bearing demand and money market deposits, respectively, as a result of depositors seeking higher-yielding deposit products. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances decreased $27 million, or 7%, for the year ended December 31, 2025 compared to the prior year. Bancorp’s utilization of overnight borrowings ultimately ended early in the year, consistent with substantial interest-bearing deposit growth. No overnight borrowings were outstanding as of December 31, 2025. Bancorp currently utilizes a $300 million term advance in conjunction with four separate interest rate swaps of varying maturities in an effort to secure longer-term funding at more favorable rates. This advance represents the only outstanding FHLB borrowing as of December 31, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average SSUAR decreased $35 million, or 23%, for the year ended December 31, 2025 compared to the prior year, driven by both normal fluctuation and a number of clients moving into other deposit offerings. |
Total interest expense increased $11.4 million, or 7%, for the year ended December 31, 2025 compared to the prior year, driven almost entirely by increased time deposit expense associated with successful CD promotion, which was only partially offset by smaller declines in virtually every other interest-bearing liability category. Despite the increased expense, the cost of interest-bearing deposits declined 6 bps to 2.53% and total interest-bearing liability cost declined 12 bps 2.61%, which was attributed to the impact of the FRB’s interest rate reductions enacted during the year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense increased $16.0 million, or 12%, driven by growth in the time deposit portfolio associated with successful promotional CD products offered through April of this year. The cost of interest bearing deposits declined 6 bps compared to the prior year, which was driven by Bancorp’s ability to reduce deposit rates consistent with the rate reductions implemented by the FRB during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on FHLB borrowings decreased $3.0 million, or 18%, for the year ended December 31, 2025, as compared to the prior year. Both overnight borrowing volume and cost declined consistent with interest-bearing deposit growth and the FRB’s previously mentioned rate cuts. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on SSUAR decreased $1.0 million, or 30%, for the year ended December 31, 2025, as compared to the prior year, consistent with the average balance decrease and rate reductions. |
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Discussion of 2024 vs 2023:
Net interest spread (FTE) and NIM (FTE) were 2.58% and 3.31%, for the year ended December 31, 2024, compared to 2.78% and 3.39% for the prior year, respectively.
Net interest income (FTE) increased $9.5 million, or 4%, for the year December 31, 2024 compared to the prior year, as significant average loan growth and the benefit of higher yields upon average interest earning assets managed to outpace rising funding costs stemming from intense pricing pressure/competition for deposits and increased borrowing activity.
Total average interest earning assets increased $475 million, or 7%, for the year ended December 31, 2024, as compared to the prior year, attributed to substantial average loan growth that was partially offset by a decline in average investment securities associated with scheduled maturities and normal amortization. As a result of a higher interest rate environment, the average rate earned on total interest earning assets climbed 56 bps to 5.31%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loan balances increased $663 million, or 12%, for the year ended December 31, 2024, compared to the prior year, driven by contributions from every loan category and every market. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities declined $205 million, or 12%, for the year ended December 31, 2024 compared to the prior year, mainly the result of significant scheduled maturities within the treasury portfolio, and to a lesser extent, normal amortization activity. This activity has benefitted interest-earning asset yields and overall NIM, as the low-yielding treasury security maturities shifted into higher-yielding interest-bearing cash and ultimately helped fund Bancorp’s substantial loan growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances increased $14 million, or 8%, for the year ended December 31, 2024, as a result of the previously mentioned liquidity provided by the investment securities portfolio and increased FHLB borrowing activity, which was partially offset by loan funding. |
Total interest income (FTE) increased $66.0 million, or 19%, to $413.2 million for the year ended December 31, 2024, as compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income (FTE) on loans increased $67.2 million, or 22%, to $369.6 million for the year ended December 31, 2024, compared to the prior year, driven by the higher rate environment and significant average loan growth. The yield on the overall loan portfolio increased 49 bps to 6.07% for the year ended December 31, 2024 compared to 5.58% for the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consistent with the decline in average investment securities, there was a $2.8 million, or 8%, decrease in interest income (FTE) on the portfolio for the year ended December 31, 2024 compared to the prior year. The corresponding yield on the portfolio increased 10 bps, or 5%, to 2.15% for the year ended December 31, 2024, compared to 2.05% for the prior year, due to the maturity of lower-yielding treasury securities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on FFS and interest bearing due from bank balances increased $845,000, or 10%, for the year ended December 31, 2024, stemming mainly from the higher FFTR experienced for most of the year. The yield on these assets increased 7 bps to 5.19% for the year ended December 31, 2024 compared to the prior year. |
Total average interest bearing liabilities increased $660 million, or 13%, to $5.71 billion for the year ended December 31, 2024 compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $545 million, or 12%, for the year ended December 31, 2024 compared to prior year. Bancorp experienced a $358 million, or 49%, increase in average time deposits and a $144 million, or 13%, increase in average money market deposits compared to the prior year period, as a result of depositors seeking higher-yielding deposit products in the higher rate environment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances increased $89 million, or 32%, for the year ended December 31, 2024 compared to the prior year. In an effort to secure longer-term funding at a more favorable rate, Bancorp began utilizing a $200 million term advance in conjunction with three separate interest rate swaps of varying maturities during 2023. An additional interest rate swap was added during 2024 for the same purpose, bringing the total related advances to $300 million as of December 31, 2024. Bancorp also utilized overnight borrowings more heavily in 2024 to fund loan growth and manage deposit fluctuations. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average SSUAR increased $31 million, or 25%, for the year ended December 31, 2024 compared to the prior year, as customers were attracted to the collateralized protection provided by this product. |
Total interest expense increased $56.5 million, or 57%, for the year ended December 31, 2024 compared to the prior year, driven by a significant rise in rates paid on deposits and increased borrowing activity. As a result, the cost of interest bearing liabilities increased 76 bps to 2.73% for the year ended December 31, 2024 compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense increased $52.0 million, or 64%, as a result of deposit rate increases, $38.3 million of which was attributed to time deposit and money market deposits, as customers continued to shift to higher-yielding deposit products. This activity resulted in an 82 bps increase in the cost of interest bearing deposits for the year ended December 31, 2024 compared to the prior year. While Bancorp expects pricing pressure/competition to continue into the coming quarters, the pace of deposit cost expansion began to moderate in the second half of 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on FHLB borrowings increased $3.7 million, or 29%, for the year ended December 31, 2024, as compared to the prior year, driven by both increased borrowing activity and higher costs associated with overnight borrowings. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on SSUAR increased $1.3 million, or 64%, for the year ended December 31, 2024 compared to the prior year, consistent with average balance growth and rising rates. |
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Average Balance Sheets and Interest Rates (FTE)
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Average | Average | Average | Average | Average | |||||||||||||||||||||||||||||||
| Years ended December 31, (dollars in thousands) | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | |||||||||||||||||||||||||||
| Interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 407,171 | $ | 17,238 | 4.23 | % | $ | 178,252 | $ | 9,256 | 5.19 | % | $ | 164,314 | $ | 8,411 | 5.12 | % | ||||||||||||||||||
| Mortgage loans held for sale | 6,673 | 348 | 5.22 | 5,508 | 232 | 4.21 | 6,822 | 211 | 3.09 | |||||||||||||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||||||||||||||
| Taxable | 1,201,400 | 29,089 | 2.42 | 1,404,272 | 29,896 | 2.13 | 1,602,335 | 32,706 | 2.04 | |||||||||||||||||||||||||||
| Tax-exempt | 71,745 | 2,025 | 2.82 | 78,400 | 1,943 | 2.48 | 85,304 | 1,957 | 2.29 | |||||||||||||||||||||||||||
| Total securities | 1,273,145 | 31,114 | 2.44 | 1,482,672 | 31,839 | 2.15 | 1,687,639 | 34,663 | 2.05 | |||||||||||||||||||||||||||
| Federal Home Loan Bank stock | 23,738 | 2,109 | 8.88 | 26,386 | 2,306 | 8.74 | 22,123 | 1,560 | 7.05 | |||||||||||||||||||||||||||
| Loans | 6,798,540 | 417,123 | 6.14 | 6,085,782 | 369,606 | 6.07 | 5,422,865 | 302,388 | 5.58 | |||||||||||||||||||||||||||
| Total interest earning assets | 8,509,267 | 467,932 | 5.50 | 7,778,600 | 413,239 | 5.31 | 7,303,763 | 347,233 | 4.75 | |||||||||||||||||||||||||||
| Less allowance for credit losses on loans | 91,887 | 84,390 | 78,352 | |||||||||||||||||||||||||||||||||
| Non-interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 77,122 | 74,148 | 80,061 | |||||||||||||||||||||||||||||||||
| Premises and equipment, net | 116,965 | 111,975 | 102,895 | |||||||||||||||||||||||||||||||||
| Bank owned life insurance | 90,573 | 88,073 | 85,746 | |||||||||||||||||||||||||||||||||
| Goodwill | 194,074 | 194,074 | 194,074 | |||||||||||||||||||||||||||||||||
| Accrued interest receivable and other | 244,266 | 214,259 | 87,387 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 9,140,380 | $ | 8,376,739 | $ | 7,775,574 | ||||||||||||||||||||||||||||||
| Interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||||||||||||||
| Interest bearing demand | $ | 2,562,084 | $ | 48,168 | 1.88 | % | $ | 2,376,181 | $ | 48,065 | 2.02 | % | $ | 2,277,001 | $ | 34,262 | 1.50 | % | ||||||||||||||||||
| Savings | 421,973 | 1,171 | 0.28 | 426,615 | 1,187 | 0.28 | 483,245 | 1,308 | 0.27 | |||||||||||||||||||||||||||
| Money market | 1,343,952 | 36,747 | 2.73 | 1,259,356 | 38,776 | 3.08 | 1,115,331 | 24,077 | 2.16 | |||||||||||||||||||||||||||
| Time | 1,582,727 | 63,426 | 4.01 | 1,091,037 | 45,513 | 4.17 | 732,998 | 21,938 | 2.99 | |||||||||||||||||||||||||||
| Total interest bearing deposits | 5,910,736 | 149,512 | 2.53 | 5,153,189 | 133,541 | 2.59 | 4,608,575 | 81,585 | 1.77 | |||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 118,987 | 2,411 | 2.03 | 154,387 | 3,432 | 2.22 | 123,111 | 2,087 | 1.70 | |||||||||||||||||||||||||||
| Federal funds purchased | 6,727 | 283 | 4.21 | 8,812 | 471 | 5.34 | 13,794 | 689 | 4.99 | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 341,918 | 13,451 | 3.93 | 369,331 | 16,444 | 4.45 | 280,068 | 12,768 | 4.56 | |||||||||||||||||||||||||||
| Subordinated debentures | 26,806 | 1,620 | 6.04 | 26,803 | 1,951 | 7.28 | 26,558 | 2,235 | 8.42 | |||||||||||||||||||||||||||
| Total interest bearing liabilities | 6,405,174 | 167,277 | 2.61 | 5,712,522 | 155,839 | 2.73 | 5,052,106 | 99,364 | 1.97 | |||||||||||||||||||||||||||
| Non-interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Non-interest bearing demand deposits | 1,499,941 | 1,504,844 | 1,763,157 | |||||||||||||||||||||||||||||||||
| Accrued interest payable and other | 233,842 | 262,402 | 158,718 | |||||||||||||||||||||||||||||||||
| Total liabilities | 8,138,957 | 7,479,768 | 6,973,981 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 1,001,423 | 896,971 | 801,593 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholder's equity | $ | 9,140,380 | $ | 8,376,739 | $ | 7,775,574 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 300,655 | $ | 257,400 | $ | 247,869 | ||||||||||||||||||||||||||||||
| Net interest spread | 2.89 | % | 2.58 | % | 2.78 | % | ||||||||||||||||||||||||||||||
| Net interest margin | 3.53 | % | 3.31 | % | 3.39 | % |
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Supplemental Information - Total Company Average Balance Sheets and Interest Rates (FTE)
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average loan balances include the principal balance of non-accrual loans, as well as unearned income such as loan premiums, discounts, fees/costs and exclude participation loans accounted for as secured borrowings. Participation loans averaged $2 million, $3 million and $4 million for the years ended December 31, 2025, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on a FTE basis includes additional amounts of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal taxes yielding the same after-tax income. Interest income on municipal securities and tax-exempt loans has been calculated on a FTE basis using a federal income tax rate of 21%. Approximate tax equivalent adjustments to interest income were $343,000, $360,000 and $537,000 for the years ended December 31, 2025, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income includes loan fees of $5.7 million, $6.3 million and $5.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Interest income on loans may be impacted by the level of prepayment fees collected and net accretion income related to loans purchased. Net accretion income/ (amortization expense) related to acquired loans totaled $1.5 million, $2.2 million and $2.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income, the most significant component of Bancorp's earnings, represents total interest income less total interest expense. The level of net interest income is determined by mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and changes in interest rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | NIM represents net interest income on a FTE basis as a percentage of average interest earning assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest spread (FTE) is the difference between taxable equivalent rates earned on interest earning assets less the cost of interest bearing liabilities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The fair market value adjustment on investment securities resulting from ASC 320, Investments – Debt and Equity Securities is included as a component of other assets. |
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The following table illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Bancorp’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Tax-equivalent adjustments are based on a federal income tax rate of 21%. The change in interest due to both rate and volume has been allocated to the change due to rate and the change due to volume in proportion to the relationship of the absolute dollar amounts of the change in each.
Rate/Volume Analysis (FTE)
| Year ended December 31, 2025 | Year ended December 31, 2024 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compared to | Compared to | |||||||||||||||||||||||
| Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||||||||||||||||||
| Total Net | Increase (Decrease) Due to | Total Net | Increase (Decrease) Due to | |||||||||||||||||||||
| (in thousands) | Change | Rate | Volume | Change | Rate | Volume | ||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 7,982 | $ | (1,986 | ) | $ | 9,968 | $ | 845 | $ | 123 | $ | 722 | |||||||||||
| Mortgage loans held for sale | 116 | 61 | 55 | 21 | 67 | (46 | ) | |||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||
| Taxable | (807 | ) | 3,816 | (4,623 | ) | (2,810 | ) | 1,362 | (4,172 | ) | ||||||||||||||
| Tax-exempt | 82 | 256 | (174 | ) | (14 | ) | 151 | (165 | ) | |||||||||||||||
| Federal Home Loan Bank stock | (197 | ) | 38 | (235 | ) | 746 | 413 | 333 | ||||||||||||||||
| Loans | 47,517 | 3,822 | 43,695 | 67,218 | 28,095 | 39,123 | ||||||||||||||||||
| Total interest income | 54,693 | 6,007 | 48,686 | 66,006 | 30,211 | 35,795 | ||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||
| Interest bearing demand | 103 | (3,518 | ) | 3,621 | 13,803 | 12,253 | 1,550 | |||||||||||||||||
| Savings | (16 | ) | (3 | ) | (13 | ) | (121 | ) | 36 | (157 | ) | |||||||||||||
| Money market | (2,029 | ) | (4,524 | ) | 2,495 | 14,699 | 11,282 | 3,417 | ||||||||||||||||
| Time | 17,913 | (1,856 | ) | 19,769 | 23,575 | 10,523 | 13,052 | |||||||||||||||||
| Total interest bearing deposits | 15,971 | (9,901 | ) | 25,872 | 51,956 | 34,094 | 17,862 | |||||||||||||||||
| Securities sold under agreements to repurchase | (1,021 | ) | (284 | ) | (737 | ) | 1,345 | 741 | 604 | |||||||||||||||
| Federal funds purchased | (188 | ) | (89 | ) | (99 | ) | (218 | ) | 45 | (263 | ) | |||||||||||||
| Federal Home Loan Bank advances | (2,993 | ) | (1,828 | ) | (1,165 | ) | 3,676 | (305 | ) | 3,981 | ||||||||||||||
| Subordinated debt | (331 | ) | (331 | ) | - | (284 | ) | (304 | ) | 20 | ||||||||||||||
| Total interest expense | 11,438 | (12,433 | ) | 23,871 | 56,475 | 34,271 | 22,204 | |||||||||||||||||
| Net interest income | $ | 43,255 | $ | 18,440 | $ | 24,815 | $ | 9,531 | $ | (4,060 | ) | $ | 13,591 |
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Asset/Liability Management and Interest Rate Risk
Managing interest rate risk is fundamental for the financial services industry. The primary objective of interest rate risk management is to neutralize effects of interest rate changes on net income. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity with the goal of optimizing net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.
Interest Rate Simulation Sensitivity Analysis
Bancorp uses an earnings simulation model to estimate and evaluate the impact of an immediate change in interest rates on earnings in a one-year forecast. The simulation model is designed to reflect dynamics of interest earning assets and interest bearing liabilities. By estimating effects of interest rate fluctuations, the model can approximate interest rate risk exposure. This simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and may not indicate actual or expected results.
The results of the interest rate sensitivity analysis performed as of December 31, 2025 were derived from conservative assumptions Bancorp uses in its model, particularly in relation to deposit betas, which measure how responsive management’s deposit repricing may be to changes in market rates based on historical data. Management uses different betas in the rising and falling rate scenarios in an effort to best simulate expected earnings trends.
Bancorp’s interest rate sensitivity analysis indicates that increases in interest rates of 100 and 200 bps would have a positive effect on net interest income, while decreases in interest rates of 100 and 200 bps would have a negative impact. These results depict an asset-sensitive interest rate risk profile. The increase in net interest income in the rising rate scenarios is primarily due to variable rate loans and short-term investments repricing more quickly than deposits and short-term borrowings. Net interest income decreases in the falling rate scenarios because rates on non-maturity deposits cannot be lowered sufficiently to offset the decline in interest income associated with assets that immediately reprice as rates fall.
| -200 | -100 | +100 | +200 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Basis Points | Basis Points | Basis Points | Basis Points | |||||||||||||
| % Change from base net interest income at December 31, 2025 | -7.11 | % | -3.44 | % | 3.29 | % | 6.56 | % |
Bancorp’s loan portfolio is currently composed of approximately 64% fixed and 36% variable rate loans, with the fixed rate portion pricing generally based on a spread to the five year treasury note at the time of origination and the variable portion pricing based on an on-going spread to Prime (approximately 55%) or one month term SOFR (approximately 45%).
Periodically, Bancorp enters into interest rate swap transactions with borrowers who desire to hedge exposure to rising interest rates, while at the same time entering into an offsetting interest rate swap, with substantially matching terms, with another approved independent counterparty. These are undesignated derivative instruments and are recognized on the balance sheet at fair value, with changes in fair value recorded in other non-interest income as interest rates fluctuate. Because of matching terms of offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings and are therefore not included in the simulation analysis results above. For additional information see the footnote titled “Assets and Liabilities Measured and Reported at Fair Value.”
In addition, Bancorp periodically uses derivative financial instruments as part of its interest rate risk management, including interest rate swaps. These interest rate swaps are designated as cash flow hedges as described in the footnote titled “Derivative Financial Instruments.” For these derivatives, gains or losses are reported as a component of OCI and is subsequently reclassified into earnings as an adjustment to interest expense in periods in which the hedged forecasted transaction affects earnings.
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Provision for Credit Losses
Provision for credit losses on loans at December 31, 2025 represents the amount of expense that, based on Management’s judgment, is required to maintain the ACL for loans at an appropriate level under the CECL model. The determination of the amount of the ACL for loans is complex and involves a high degree of judgment and subjectivity. See the footnote titled “Summary of Significant Accounting Policies” for detailed discussion regarding Bancorp’s ACL methodology by loan segment.
An analysis of the changes in the ACL on loans, including provision, and selected ratios follow:
| As of and for the years ended December 31, (dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance | $ | 86,943 | $ | 79,374 | $ | 73,531 | ||||||
| Provision for credit losses on loans | 5,550 | 8,800 | 12,471 | |||||||||
| Total charge-offs | (3,042 | ) | (2,776 | ) | (7,512 | ) | ||||||
| Total recoveries | 2,416 | 1,545 | 884 | |||||||||
| Net loan charge offs | (626 | ) | (1,231 | ) | (6,628 | ) | ||||||
| Ending balance | $ | 91,867 | $ | 86,943 | $ | 79,374 | ||||||
| Average total loans | $ | 6,798,540 | $ | 6,085,782 | $ | 5,422,865 | ||||||
| Provision for credit losses on loans to average total loans (1) | 0.08 | % | 0.14 | % | 0.23 | % | ||||||
| Net loan (charge-offs)/recoveries to average total loans (1) | -0.01 | % | -0.02 | % | -0.12 | % | ||||||
| ACL for loans to total loans | 1.30 | % | 1.33 | % | 1.38 | % | ||||||
| ACL for loans to average total loans | 1.35 | % | 1.43 | % | 1.46 | % |
(1) Ratios are not annualized
Discussion of 2025 vs 2024:
The ACL for loans totaled $92 million as of December 31, 2025 compared to $87 million at December 31, 2024, representing an ACL to total loans ratio of 1.30% and 1.33% for the respective periods.
Provision expense for credit losses on loans of $5.6 million was recorded for the year ended December 31, 2025, driven by strong loan growth and slight deterioration within the FRB’s national unemployment forecast, which were partially offset by annual CECL model updates and a decrease in specific reserves. Net charge offs of $626,000 were recorded for the year ended December 31, 2025.
Provision expense for credit losses on loans of $8.8 million was recorded for the year ended December 31, 2024, which was driven mainly by strong loan growth, net charge offs of $1.2 million, and to a much lesser extent, an improved unemployment forecast and other factors within the CECL model.
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also increased between December 31, 2024 and December 31, 2025. Provision expense of $1.2 million for off balance sheet credit exposures was recorded for the year ended December 31, 2025, driven by higher C&D availability assumptions. The ACL for off balance sheet exposures totaled $7.9 million as of December 31, 2025.
Provision for off balance sheet credit exposures of $925,000 was recorded for the year ended December 31, 2024, driven largely by an increase in expected future utilization within the C&D portfolio. The ACL for off balance sheet credit exposures totaled $6.8 million as of December 31, 2024.
Bancorp’s loan portfolio is well-diversified with no significant concentrations of credit. Geographically, most loans are extended to borrowers in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio metropolitan markets. The adequacy of the ACL is monitored on an ongoing basis and it is the opinion of management that the balance of the ACL at December 31, 2025 is adequate to absorb probable losses inherent in the loan portfolio as of the financial statement date.
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Discussion of 2024 vs 2023:
The ACL for loans totaled $87 million as of December 31, 2024 compared to $79 million at December 31, 2023, representing an ACL to total loans ratio of 1.33% and 1.38% for the respective periods.
Provision expense for credit losses on loans of $8.8 million was recorded for the year ended December 31, 2024, which was driven mainly by strong loan growth, net charge offs of $1.2 million, and to a much lesser extent, an improved unemployment forecast and other factors within the CECL model.
Provision expense for credit losses on loans of $12.5 million was recorded for the year ended December 31, 2023. In addition to strong loan growth, a flat unemployment forecast and other factors within the CECL allowance model, provision expense for the year ended December 31, 2023 was impacted significantly by net charge offs of $6.6 million. Net charge off activity for the year ended December 31, 2023 was attributed mainly to the charge off of two isolated and unrelated C&I relationships, one of which was fully reserved for in a prior period.
Provision for off balance sheet credit exposures of $925,000 was recorded for the year ended December 31, 2024, driven largely by an increase in expected future utilization within the C&D portfolio. The ACL for off balance sheet credit exposures totaled $6.8 million as of December 31, 2024.
Provision for off balance sheet credit exposures of $1.3 million was recorded for the year ended December 31, 2023, driven largely by the addition of new C&D and C&I lines of credit. The ACL for off balance sheet credit exposures totaled $5.9 million as of December 31, 2023.
Non-Interest Income
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 / 2024 | 2024 / 2023 | ||||||||||||||||||||||||||
| Years Ended December 31, | 2025 | 2024 | 2023 | $ | % | $ | % | |||||||||||||||||||||
| Wealth management and trust services | $ | 42,808 | $ | 42,843 | $ | 39,802 | $ | (35 | ) | (0 | )% | $ | 3,041 | 8 | % | |||||||||||||
| Deposit service charges | 8,732 | 8,906 | 8,866 | (174 | ) | (2 | ) | 40 | 0 | |||||||||||||||||||
| Debit and credit card income | 19,873 | 20,082 | 19,438 | (209 | ) | (1 | ) | 644 | 3 | |||||||||||||||||||
| Treasury management fees | 11,679 | 11,064 | 10,033 | 615 | 6 | 1,031 | 10 | |||||||||||||||||||||
| Mortgage banking income | 4,123 | 3,858 | 3,705 | 265 | 7 | 153 | 4 | |||||||||||||||||||||
| Loss on sale of securities AFS | — | — | (44 | ) | — | NM | 44 | NM | ||||||||||||||||||||
| Net investment products sales commissions and fees | 4,221 | 3,571 | 3,205 | 650 | 18 | 366 | 11 | |||||||||||||||||||||
| Bank owned life insurance | 2,515 | 2,443 | 2,253 | 72 | 3 | 190 | 8 | |||||||||||||||||||||
| Gain (loss) on sale of premises and equipment | 72 | (100 | ) | (30 | ) | 172 | (172 | ) | (70 | ) | 233 | |||||||||||||||||
| Other | 2,925 | 2,563 | 4,992 | 362 | 14 | (2,429 | ) | (49 | ) | |||||||||||||||||||
| Total non-interest income | $ | 96,948 | $ | 95,230 | $ | 92,220 | $ | 1,718 | 2 | % | $ | 3,010 | 3 | % |
Discussion of 2025 vs 2024:
Total non-interest income increased $1.7 million, or 2%, for the year ended December 31, 2025 compared to the same period of 2024. Non-interest income comprised 24% and 27% of total revenue, defined as net interest income and non-interest income, for the years ended December 31, 2025 and 2024, respectively. WM&T revenue comprised 44% of total non-interest income for the year ended December 31, 2025 compared to 45% for the same period of 2024, respectively.
WM&T Services:
The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. WM&T revenue decreased $35,000, or less than 1%, for the year ended December 31, 2025, as compared with the same period of 2024, the latter of which marked a record year for WM&T. Despite the decrease compared to prior year, which was driven in part by lower non-recurring estate fees, solid WM&T revenue for 2025 was attributed to strong equity and fixed income market appreciation in addition to positive net new business.
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Net new business refers to revenue generated from newly acquired customers, excluding revenue from upselling or cross-selling to existing active customers. It plays a crucial role in expanding Bancorp’s financial base and ensuring long-term sustainability and success. In the latter part of 2024, the WM&T department experienced negative net new business for the first time in several years, driven by employee attrition associated with aggressive recruiting and market competition for clients, which drove AUM contraction and hampered revenue growth for several months. Positions impacted by attrition have since been filled and Bancorp experienced positive net new business during the year ended December 31, 2025.
Recurring fees earned for managing accounts are based on a percentage of market value of AUM and are typically assessed on a monthly basis. Recurring fees, which generally comprise the vast majority of WM&T revenue, increased $340,000, or 1% for the year ended December 31, 2025, as compared with the same period of 2024. The increase was driven largely by equity market appreciation over the past year in addition to the impact of net new business expansion.
A portion of WM&T revenue, most notably estate and certain employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues corresponds with the related administrative activities. For this reason, such fees are subject to greater period over period fluctuation. Total non-recurring fees decreased $375,000 for the year ended December 31, 2025, as compared with the same period of 2024, driven by a decline in estate fee income.
AUM, stated at market value, totaled $7.64 billion at December 31, 2025 compared with $7.07 billion at December 31, 2024. The increase in AUM between December 31, 2024 and December 31, 2025 is attributed mainly to market appreciation, and to a lesser extent, the previously mentioned impact of net new business.
Contracts between WM&T and their customers do not permit performance-based fees and accordingly, none of the WM&T revenue is performance based. Management believes the WM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams.
Detail of WM&T Services Income by Account Type:
| (in thousands) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | 2025 | 2024 | 2023 | ||||||||
| Investment advisory | $ | 17,808 | $ | 17,034 | $ | 15,639 | |||||
| Personal trust | 13,105 | 14,584 | 14,048 | ||||||||
| Personal investment retirement | 8,273 | 7,675 | 6,858 | ||||||||
| Company retirement | 1,644 | 1,662 | 1,524 | ||||||||
| Foundation and endowment | 1,351 | 1,344 | 1,174 | ||||||||
| Custody and safekeeping | 280 | 238 | 292 | ||||||||
| Brokerage and insurance services | 55 | 29 | 11 | ||||||||
| Other | 292 | 277 | 256 | ||||||||
| Total WM&T services income | $ | 42,808 | $ | 42,843 | $ | 39,802 |
The preceding table demonstrates that WM&T fee revenue is concentrated within investment advisory and personal trust accounts. WM&T fees are predominantly based on AUM and tailored for individual/company accounts and/or relationships with fee structures customized based on account type and other factors, with larger relationships paying a lower percentage of AUM in fees. For example, recurring AUM fee structures are in place for investment management, irrevocable and revocable trusts, personal investment retirement accounts and accounts holding only fixed income securities. WM&T also provides company retirement plan services, which can consist of a one-time conversion fee with recurring AUM fees to follow. While there are also fee structures for estate settlements, income received is typically non-recurring in nature. Fee structures are agreed upon at the time of account opening and any subsequent revisions are communicated in writing to the customer. As previously mentioned, WM&T fees earned are not performance-based nor are they based on investment strategy or transactions.
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Assets Under Management by Account Type:
Total AUM (not included on balance sheet) increased to $7.64 billion at December 31, 2025 from $7.07 billion at December 31, 2024 as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Managed | Non-managed (1) | Total | Managed | Non-managed (1) | Total | |||||||||||||||||
| Investment advisory | $ | 2,959,858 | $ | 35,809 | $ | 2,995,667 | $ | 2,645,233 | $ | 66,026 | $ | 2,711,259 | |||||||||||
| Personal trust | 1,531,824 | 498,525 | 2,030,349 | 1,475,683 | 408,602 | 1,884,285 | |||||||||||||||||
| Personal investment retirement | 1,037,825 | 17,654 | 1,055,479 | 937,493 | 21,536 | 959,029 | |||||||||||||||||
| Company retirement | 52,669 | 670,690 | 723,359 | 54,626 | 679,539 | 734,165 | |||||||||||||||||
| Foundation and endowment | 549,666 | 7,588 | 557,254 | 497,890 | 7,383 | 505,273 | |||||||||||||||||
| Subtotal | $ | 6,131,842 | $ | 1,230,266 | $ | 7,362,108 | $ | 5,610,925 | $ | 1,183,086 | $ | 6,794,011 | |||||||||||
| Custody and safekeeping | — | 273,110 | 273,110 | — | 271,491 | 271,491 | |||||||||||||||||
| Total AUM | $ | 6,131,842 | $ | 1,503,376 | $ | 7,635,218 | $ | 5,610,925 | $ | 1,454,577 | $ | 7,065,502 |
(1) Non-managed assets represent those for which the WM&T department does not hold investment discretion.
As of December 31, 2025 and 2024, approximately 80% and 79%, respectively, of total AUM were actively managed. Company retirement plan accounts primarily consist of participant-directed assets. The amount of custody and safekeeping accounts are insignificant to overall WM&T operations.
Managed Trust AUM by Class of Investment:
| (in thousands) | December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|---|
| Interest bearing deposits | $ | 440,692 | $ | 460,521 | |||
| Treasury and government agency obligations | 206,184 | 194,461 | |||||
| State, county and municipal obligations | 425,178 | 341,940 | |||||
| Money market mutual funds | 34,371 | 36,657 | |||||
| Equity mutual funds | 1,344,762 | 1,183,611 | |||||
| Other mutual funds - fixed, balanced and municipal | 670,680 | 561,218 | |||||
| Other notes and bonds | 176,103 | 167,548 | |||||
| Common and preferred stocks | 2,641,640 | 2,437,672 | |||||
| Real estate mortgages | - | 167 | |||||
| Real estate | 16,924 | 42,250 | |||||
| Other miscellaneous assets (1) | 175,308 | 184,880 | |||||
| Total managed assets | $ | 6,131,842 | $ | 5,610,925 |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes client directed instruments such as rights, warrants, annuities, insurance policies, unit investment trusts, and oil and gas rights. |
Managed assets are invested in instruments for which market values can be readily determined, the majority of which are sensitive to market fluctuations and consist of approximately 65% in equities and 35% in fixed income securities as of both December 31, 2025 and December 31, 2024, respectively. This composition has been relatively consistent from period to period.
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Additional Sources of Non-interest income:
Deposit service charges, which consist of non-sufficient funds charges and to a lesser extent, other activity based charges, decreased $174,000, or 2%, for the year ended December 31, 2025, as compared with the same period of 2024. Consistent with the banking industry generally, Bancorp has experienced a steady decline in the volume of fees earned on overdrawn checking accounts over the past several years. This trend has been driven by lower check presentment volume, which has in turn led to fewer overdrawn accounts in general. Further, Bancorp anticipates that future growth of this revenue stream could be significantly impacted by changing industry practices. Bancorp could be faced with strategic decisions surrounding deposit-related service charges in the future, which could negatively impact the contributions made by this, or similar, revenue streams.
Debit and credit card income consists of interchange revenue, ancillary fees and incentives received from card processors. Debit and credit card revenue decreased $209,000, or 1%, for the year ended December 31, 2025, as compared with the same period of 2024, driven mainly by lower transaction volumes. Total debit card income decreased $86,000, or less than 1%, and total credit card income decreased $123,000, or 2% for the year ended December 31, 2025, compared the same period of the prior year. While Bancorp generally expects this revenue stream to grow with continued expansion of the customer base, interchange rate compression and fluctuations in business and consumer spend levels could serve as challenges to future growth.
Treasury management fees primarily consist of fees earned for cash management services provided to commercial customers. This category continues to stand out as a consistent, growing source of revenue for Bancorp and increased $615,000, or 6%, for the year ended December 31, 2025, as compared with the same period of 2024, driven by broad fee increases implemented towards the end of the first quarter of 2025 in addition to organic growth and new product sales. Treasury management fees have seen significant annual growth over the past several years, due in large part to acquisition-related customer base expansion and organic growth that was augmented by new product sales, including increased demand for fraud prevention services, in addition to the fee increases implemented in 2025. To the extent such activity cannot be replicated, future treasury management fee revenue will likely grow at a slower pace than has been experienced in recent years.
Mortgage banking income primarily includes gains on sales of mortgage loans and net loan servicing income offset by MSR amortization. Bancorp’s mortgage banking department predominantly originates residential mortgage loans to be sold in the secondary market, primarily to FNMA and FHLMC. Bancorp offers conventional, VA, FHA and GNMA financing for purchases and refinances, as well as programs for first-time homebuyers. Interest rates on mortgage loans directly influence the volume of business transacted by the mortgage-banking department. Mortgage banking revenue increased $265,000, or 7%, for the year ended December 31, 2025, as compared with the same period of 2024, driven by higher origination volumes related largely to the addition of new sales officers.
Net investment product sales commissions and fees are generated primarily on stock, bond and mutual fund sales, as well as wrap fees earned on brokerage accounts via an arrangement with a third party broker-dealer. Wrap fees represent charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management and are based on a percentage of account assets. Bancorp deploys its financial advisors primarily through its branch network, while larger managed accounts are generally serviced by Bancorp’s WM&T group. Net investment product sales commissions and fees increased $650,000, or 18%, for the year ended December 31, 2025 compared to the same period of 2024, attributed to the addition of new brokers and a general shift towards more profitable wrap-fee based business.
BOLI assets represent the cash surrender value of life insurance policies on certain active and non-active employees who have provided consent for Bancorp to be the beneficiary for a portion of such policies. The related change in cash surrender value and any death benefits received under the policies are recorded as non-interest income and serves to offset the cost of various employee benefits. BOLI income increased $73,000, or 3%, for the year ended December 31, 2025 compared to the same period of the prior year, consistent with yields compared to the prior year.
Gains on the sale of premises and equipment totaled $72,000 for the year ended December 31, 2025 and stemmed mainly from the sale of a property owned through a prior acquisition that had been held for sale. Losses on the sale of premises and equipment for the prior year totaled $100,000 and were the result of sales/disposals of various nominal fixed assets.
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Other non-interest income increased $361,000, or 14%, for the year ended December 31, 2025 compared with the same period of 2024, attributed mainly to higher swap fee income and gains recorded in relation to the sale of OREO.
Discussion of 2024 vs 2023:
Total non-interest income increased $3.0 million, or 3%, for the year ended December 31, 2024 compared to the same period of 2023. Non-interest income comprised 27% of total revenue, defined as net interest income and non-interest income, for the years ended both December 31, 2024 and 2023, respectively. WM&T revenue comprised 45% of total non-interest income for the year ended December 31, 2024 compared to 43% for the same period of 2023, respectively.
WM&T revenue increased $3.0 million, or 8%, for the year ended December 31, 2024, as compared with the same period of 2023, consistent with strong equity market appreciation and higher estate fee income, which more than offset a decline in net new business expansion.
Deposit service charges, which consist of non-sufficient funds charges and to a lesser extent, other activity based charges, increased $40,000, or less than 1%, for the year ended December 31, 2024, as compared with the same period of 2023.
Debit and credit card revenue increased $644,000, or 3%, for the year ended December 31, 2024, as compared with the same period of 2023, driven by higher transaction volume and customer base expansion. Total debit card income increased $174,000, or 1%, and total credit card income increased $470,000, or 8% for the year ended December 31, 2024, compared the same period of the prior year.
Treasury management fees increased $1.0 million, or 10%, for the year ended December 31, 2024, as compared with the same period of 2023, driven by customer base expansion, increased transaction volume, growing international services and new product sales.
Mortgage banking revenue increased $153,000, or 4%, for the year ended December 31, 2024, as compared with the same period of 2023, driven by an increase in origination volume in addition to lower MSR amortization expense.
Net investment product sales commissions and fees increased $366,000, or 11%, for the year ended December 31, 2024 compared to the same period of 2023 consistent with organic growth and general market appreciation over the respective period.
BOLI income increased $190,000, or 8%, for the year ended December 31, 2024 compared to the same period of the prior year, attributed to general market appreciation and a reallocation of investments within the policy plans.
Losses on the sale of premises and equipment totaling $100,000 were recorded for the year ended December 31, 2024 and were the result of sales/disposals of various nominal fixed assets. Activity for the prior year was the result of the sale of an acquired property in addition to other merger-related disposal activity.
Other non-interest income decreased $2.4 million, or 49%, for the year ended December 31, 2024 compared with the same period of 2023. The decrease was driven largely by Bancorp’s decision not to renew the Captive in late 2023, which contributed approximately $1.6 million of other non-interest income for the year ended December 31, 2023. Further, the prior year benefitted from a plethora of non-recurring activity, including higher swap fee income and gains on the sale of acquired VISA class B stock and an OREO property.
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Non-interest Expenses
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 / 2024 | 2024 / 2023 | |||||||||||||||||||||||||||
| Years Ended December 31, (dollars in thousands) | 2025 | 2024 | 2023 | $ | % | $ | % | |||||||||||||||||||||
| Compensation | $ | 110,557 | $ | 100,842 | $ | 91,876 | $ | 9,715 | 10 | % | $ | 8,966 | 10 | % | ||||||||||||||
| Employee benefits | 21,260 | 20,268 | 18,451 | 992 | 5 | 1,817 | 10 | |||||||||||||||||||||
| Net occupancy and equipment | 16,533 | 15,193 | 16,384 | 1,340 | 9 | (1,191 | ) | (7 | ) | |||||||||||||||||||
| Technology and communication | 19,295 | 19,207 | 17,318 | 88 | 0 | 1,889 | 11 | |||||||||||||||||||||
| Debit and credit card processing | 7,613 | 7,262 | 6,481 | 351 | 5 | 781 | 12 | |||||||||||||||||||||
| Marketing and business development | 7,526 | 6,924 | 5,990 | 602 | 9 | 934 | 16 | |||||||||||||||||||||
| Postage, printing and supplies | 3,746 | 3,645 | 3,604 | 101 | 3 | 41 | 1 | |||||||||||||||||||||
| Legal and professional | 4,215 | 4,111 | 3,958 | 104 | 3 | 153 | 4 | |||||||||||||||||||||
| FDIC insurance | 4,805 | 4,539 | 3,911 | 266 | 6 | 628 | 16 | |||||||||||||||||||||
| Capital and deposit based taxes | 3,415 | 2,781 | 2,476 | 634 | 23 | 305 | 12 | |||||||||||||||||||||
| Intangible amortization | 3,658 | 4,485 | 4,686 | (827 | ) | (18 | ) | (201 | ) | (4 | ) | |||||||||||||||||
| Amortization of investments in tax credit partnerships | — | — | 1,294 | — | — | (1,294 | ) | NM | ||||||||||||||||||||
| Other | 9,741 | 8,922 | 11,400 | 819 | 9 | (2,478 | ) | (22 | ) | |||||||||||||||||||
| Total non-interest expenses | $ | 212,364 | $ | 198,179 | $ | 187,829 | $ | 14,185 | 7 | % | $ | 10,350 | 6 | % |
Discussion of 2025 vs 2024:
Total non-interest expenses increased $14.2 million, or 7%, for the year ended December 31, 2025 compared to the same period of 2024. Compensation and employee benefits comprised 62% of Bancorp’s total non-interest expenses for the year ended December 31, 2025, compared to 61% for the same period of 2024.
Compensation, which includes salaries, incentives, bonuses and stock based compensation, increased 9.7 million, or 10%, for the year ended December 31, 2025, as compared with the same period of 2024. The increase was attributed primarily to higher bonus accrual levels associated with strong operating results for the year and growth in full time equivalent employees. Net full time equivalent employees totaled 1,123 at December 31, 2025 compared to 1,080 at December 31, 2024.
Employee benefits consists of all personnel-related expense not included in compensation, with the most significant items being health insurance, payroll taxes and employee retirement plan contributions. Employee benefits increased $992,000, or 5%, for the year ended December 31, 2025, as compared with the same period of 2024, driven mainly by the previously mentioned growth in FTEs and to a lesser extent, higher health insurance claims activity.
Net occupancy and equipment expenses primarily include depreciation, rent, property taxes, utilities and maintenance. Costs of capital asset additions flow through the statement of income over the lives of the assets in the form of depreciation expense. Net occupancy expense increased $1.3 million, or 9%, for the year ended December 31, 2025, as compared with the same period of 2024, consistent with higher rent and depreciation expense in addition to general increases associated with branch network expansion, as three new branch locations were opened during the year. At December 31, 2025, Bancorp’s branch network consisted of 75 locations throughout Louisville, central, eastern and Northern Kentucky, as well as the MSAs of Indianapolis, Indiana and Cincinnati, Ohio.
Technology and communication expenses include computer software usage and licensing fees, equipment depreciation and expenditures related to investments in technology needed to maintain and improve the quality of customer delivery channels, information security and internal resources. Technology expense increased $88,000, or less than 1%, for the year ended December 31, 2025 compared to the same period of 2024. The minimal growth compared to the prior year was attributed largely to changes in the timing of various planned technology investments.
Bancorp outsources processing for debit and credit card operations, which generate significant revenue for the Company. These expenses typically fluctuate consistent with transaction volumes. Debit and credit card processing expense increased $351,000, or 5%, for the year ended December 31, 2025 compared to the same period of last 2024, driven by higher processing fees, including increased fraud-mitigation and prevention expenses.
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Marketing and business development expenses include all costs associated with promoting Bancorp, including community support, retaining customers and acquiring new business. Marketing and business development expenses increased $602,000, or 9%, for the year ended December 31, 2025, as compared to the same period of 2024, driven in large part by higher advertising expense tied to deposit product promotions in addition to various Bank initiatives, sponsorships and campaigns.
Postage, printing and supplies expense increased $101,000, or 3%, for the year ended December 31, 2025 compared to the same period of 2024, consistent with the previously mentioned deposit product promotions and other initiatives.
Legal and professional fees increased $104,000, or 3%, for the year ended December 31, 2025 compared to the same period of 2024, driven primarily by legal fees related to general corporate matters.
FDIC insurance expense increased $266,000, or 6%, for the year ended December 31, 2025, as compared to the same period of 2024, consistent with Bancorp’s growth in addition to changes in loan mix, as higher assessments are levied on C&D lending concentrations, a segment which has grown as a percentage of total loans.
Capital and deposit based taxes, which consist primarily of capital-based local income taxes and franchise taxes, increased $634,000, or 23%, for the year ended December 31, 2025 compared to the same period of 2024. Bancorp’s capital and deposit based tax expense is based on deposits held within various local taxing districts, as well as gross revenues generated within/appropriated to the state of Ohio, which is the only state Bancorp operates in with a capital-based deposit tax. The increase over the prior year stemmed mainly from the substantial deposit growth experienced during the year.
Intangible amortization expense consists of amortization associated with the CDI of acquired deposit portfolios, as well as an intangible related to customer list of the WM&T business line added through a past acquisition. The intangibles are amortized on an accelerated basis over a period of approximately ten years. Intangible amortization expense decreased $826,000, or 18%, for the year December 31, 2025 compared to the same period of 2024, which is attributed to the accelerated depreciation method for which intangible assets are amortized.
Other non-interest expenses increased $818,000, or 9%, for the year ended December 31, 2025, as compared to the same period of 2024, driven mainly by higher credit card rewards, increases in premiums for insurance policies related to general bank liabilities and costs associated with the new ICS deposit product offering.
Bancorp’s efficiency ratio (FTE) for the years ended December 31, 2025 and 2024 was 53.41% and 56.20%, respectively. The improvement in this ratio was the result of net interest income expansion outpacing growth in non-interest expenses.
Discussion of 2024 vs 2023:
Total non-interest expenses increased $10.4 million, or 6%, for the year ended December 31, 2024 compared to the same period of 2023. Compensation and employee benefits comprised 61% of Bancorp’s total non-interest expenses for the year ended December 31, 2024, compared to 59% for the same period of 2023.
Compensation expense increased $9.0 million, or 10%, for the year ended December 31, 2024, as compared with the same period of 2023. The increase was attributed to annual merit-based salary increases, higher bonus accruals and to a lesser extent, increased incentive compensation. Net full time equivalent employees totaled 1,080 at December 31, 2024 compared to 1,075 at December 31, 2023.
Employee benefits increased $1.8 million, or 10%, for the year ended December 31, 2024, as compared with the same period of 2023, driven mainly by an increase in health insurance claims activity.
Net occupancy expense decreased $1.2 million, or 7%, for the year ended December 31, 2024, as compared with the same period of 2023, as the prior year period included additional expense associated with centralizing the WM&T group into a singular location. At December 31, 2024, Bancorp’s branch network consisted of 72 locations throughout Louisville, central, eastern and Northern Kentucky, as well as the MSAs of Indianapolis, Indiana and Cincinnati, Ohio.
Technology expense increased $1.9 million, or 11%, for the year ended December 31, 2024 compared to the same period of 2023, consistent with Bancorp’s growth and continued investment in technology, including various security and compliance-related software upgrades.
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Debit and credit card processing expense increased $781,000, or 12%, for the year ended December 31, 2024 compared to the same period of last 2023, driven by increased transaction volume, customer base expansion and additional expense associated with fraud detection/mitigation services.
Marketing and business development expenses increased $934,000, or 16%, for the year ended December 31, 2024, as compared to the same period of 2023, driven in large part by higher advertising expense tied to time deposit product promotions. Bancorp also increased its contribution to the Bank’s foundation established to support various community initiatives.
Postage, printing and supplies expense increased $41,000, or 1%, for the year ended December 31, 2024 compared to the same period of 2023.
Legal and professional fees increased $153,000, or 4%, for the year ended December 31, 2024 compared to the same period of 2023. The increase related to compliance-related consulting projects associated with Bancorp approaching $10 billion in total assets.
FDIC insurance expense increased $628,000, or 16%, for the year ended December 31, 2024, as compared to the same period of 2023, consistent with Bancorp’s growth in addition to changes in loan mix, as higher assessments are levied on C&D lending concentrations, a segment which grew as a percentage of total loans.
Effective January 1, 2024, Bancorp adopted ASU 2023-02 and began booking tax credit amortization expense for all historical and low income tax credit projects as a component of income tax expense via the proportional amortization method. Such expense had previously been recorded as a component of non-interest expenses. As such, no tax credit amortization expense was recorded as non-interest expense for the year ended December 31, 2024. Expense of $1.3 million was recorded for the year ended December 31, 2023.
Capital and deposit based taxes increased $305,000, or 12%, for the year ended December 31, 2024 compared to the same period of 2023, consistent with general growth experienced during 2024.
Intangible amortization expense decreased $201,000, or 4%, for the year December 31, 2024 compared to the same period of 2023, which is attributed to the accelerated depreciation method for which intangible assets are amortized.
Other non-interest expenses decreased $2.5 million, or 22%, for the year ended December 31, 2024, as compared to the same period of 2023, driven largely by Bancorp’s decision not to renew the Captive in late 2023, in addition to the benefit of modifications made to the corporate credit card reward program and a decline in fraudulent check and card losses.
Bancorp’s efficiency ratio (FTE) for the years ended December 31, 2024 and 2023 was 56.20% and 55.23%, respectively. The increase in this ratio was the result of non-interest expense growth (on a percentage basis) outpacing net interest income and non-interest income expansion, as net interest income was hampered by rising funding costs.
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Income Taxes
A comparison of income tax expense and ETR follows:
| Years Ended December 31, (dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income before income tax expense | $ | 178,196 | $ | 144,366 | $ | 137,927 | ||||||
| Income tax expense | 38,046 | 29,827 | 30,179 | |||||||||
| Effective tax rate | 21.35 | % | 20.66 | % | 21.88 | % |
Discussion of 2025 vs 2024:
Fluctuations in the ETR are primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The impact of state income taxes, net of federal benefit, serves to increase the overall ETR and fluctuates consistent with the level of pre-tax income that is taxable at the state level. The ETR was increased by 2.90% for the year ended December 31, 2025, compared to an increase of 3.12% for the same period of 2024. The impact to the ETR attributed to state income taxes for the current year was lower compared to the prior year, despite higher pre-tax income, due to recognizing more interest income from U.S. treasury securities, which is tax-exempt at the state level. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The stock based compensation component of the ETR fluctuates consistent with the level of SAR exercise activity in addition to the levels of PSU, RSA and RSU vesting. The ETR was reduced by 0.34% for the year ended December 31, 2025 compared to an decrease of 0.76% for the same period of 2024, consistent with exercise and vesting activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The cash surrender value of life insurance policies can vary widely from period to period, driven largely by market changes. The related impact is inversely correlated with the ETR generally, with cash surrender value declines typically serving to increase the ETR and vice versa. Changes in the cash surrender value of life insurance policies decreased the ETR by 0.53% and 0.61% for the year ended December 31, 2025 and 2024, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bancorp invests in certain partnerships that yield federal income tax credits. Taken as a whole, the tax benefit of these investments exceeds amortization expense, resulting in a positive impact on net income. The timing and magnitude of these transactions may vary widely from period to period. Cumulative tax credit activity for the year ended December 31, 2025 and 2024 served to reduce the ETR 1.67% and 1.54%, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax-exempt interest income earned on loans and investment securities reduced the ETR by 0.31% and 0.43% for the year ended December 31, 2025 and 2024, respectively. |
Discussion of 2024 vs 2023:
Fluctuations in the ETR are primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Stock based compensation activity reduced the ETR by 0.76% for the year ended December 31, 2024 compared to a reduction of 0.31% for the same period of 2023, consistent with exercise activity driven by the rise in Bancorp’s stock price during 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Changes in the cash surrender value of life insurance policies decreased the ETR by 0.61% and 0.64% for the years ended December 31, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Effective January 1, 2024, Bancorp adopted ASU 2023-02 and began booking tax credit amortization expense for all tax credit projects as a component of income tax expense via the proportional amortization method. The cumulative impact of the adoption of ASU 2023-02 and tax credit amortization for the year ended December 31, 2024 served to reduce the ETR by 1.54%. The ETR was reduced by 0.54% by tax credit activity for the year ended December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax-exempt interest income earned on loans and investment securities reduced the ETR by 0.43% and 0.50% for the years ended December 31, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Activity related to the Captive, which previously provided tax advantages associated with the tax-deductible/exempt nature of insurance premiums paid to/received by the Captive, reduced the ETR by 0.20% for the year ended December 31, 2023. Bancorp elected not to renew the Captive during the third quarter of 2023 and subsequently dissolved it as of December 31, 2023. No tax benefit associated with the Captive was recorded for the year ended December 31, 2024. |
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Financial Condition – December 31, 2025 Compared to December 31, 2024
Overview
Total assets increased $673 million, or 8%, to $9.54 billion at December 31, 2025 from $8.86 billion at December 31, 2024. The increase for 2025 was attributed to strong loan growth of $521 million, or 8%, and a $595 million, or 205%, increase in cash and cash equivalents, which was partially offset by a decline of $439 million, or 32%, in the investment securities portfolio attributed mainly to scheduled maturity activity.
Total liabilities increased $537 million, or 7%, to $8.46 billion at December 31, 2025 from $7.92 billion at December 31, 2024, with total deposit growth of $625 million, or 9%, which was driven in large part by successful deposit promotions and only offset partially by smaller declines in SSURA and other liabilities.
Stockholders’ equity increased $135 million, or 14%, to $1.08 billion at December 31, 2025 from $940 million at December 31, 2024, as net income of $140.2 million and a $29.9 million improvement in AOCI was offset by $37.1 million of cash dividends declared during 2025. The improvement in AOCI was associated with changes in the interest rate environment and the corresponding impact on the valuation of the AFS debt securities portfolio and cash flow hedging derivatives.
Cash and Cash Equivalents
Cash and cash equivalents increased $595 million, or 205%, ending at $886 million at December 31, 2025 compared to $291 million at December 31, 2024, which was attributed to the previously mentioned maturity activity within the investment securities portfolio in addition to deposit growth outpacing loan growth during 2025. The elevated cash levels held by Bancorp as of December 31, 2025 are consistent with current balance sheet management strategies implemented in preparation for approaching the $10 billion regulatory threshold for total assets.
Investment Securities
The primary purpose of the investment securities portfolio is to provide another source of interest income, as well as a tool for liquidity management. In managing the composition of the balance sheet, Bancorp seeks a balance between earnings sources, credit and liquidity considerations.
Investment securities decreased $439 million, or 32%, to $921 million at December 31, 2025 compared to $1.36 billion at December 31, 2024. This decline was driven mainly by scheduled maturities within the treasury portfolio specifically, and to a lesser extent, normal pay down activity. Investment in the securities portfolio during 2025 consisted of purchasing short-term treasury securities to put excess liquidity to work and provide collateral to meet pledging requirements, while still offering the funding flexibility allowed by their short duration. Bancorp opted to let these short-term investments mature in the latter part of the year, providing liquidity to fund continued loan growth and the ability to strategically manage the balance sheet.
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The maturity distribution (based on contractual maturity) and weighted average yields of the AFS and HTM investment security portfolios follow:
| AFS | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2025 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| Government sponsored enterprise obligations | $ | 287 | 1.02 | % | $ | 7,947 | 1.34 | % | $ | 22,174 | 2.47 | % | $ | 42,410 | 4.31 | % | ||||||||||||||||
| Mortgage backed securities | 3,984 | 1.28 | 19,480 | 1.65 | 79,188 | 1.7 | 432,355 | 1.99 | ||||||||||||||||||||||||
| Obligations of states and political subdivisions | 9,639 | 2.29 | 24,055 | 2.64 | 63,082 | 2.21 | 16,979 | 2.46 | ||||||||||||||||||||||||
| Other | — | — | 531 | 2.19 | — | — | — | — | ||||||||||||||||||||||||
| $ | 13,910 | 1.97 | % | $ | 52,013 | 2.07 | % | $ | 164,444 | 2.00 | % | $ | 491,744 | 2.21 | % |
| HTM | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2025 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | $ | 1,994 | 1.66 | % | $ | — | — | % | $ | — | — | % | $ | — | — | % | ||||||||||||||||
| Government sponsored enterprise obligations | 697 | 1.72 | 213 | 4.24 | 21,661 | 2.64 | 387 | 4.39 | ||||||||||||||||||||||||
| Mortgage backed securities | 23,397 | 2.09 | 1,036 | 1.93 | 629 | 2.21 | 148,932 | 2.31 | ||||||||||||||||||||||||
| $ | 26,088 | 2.05 | % | $ | 1,249 | 2.32 | % | $ | 22,290 | 2.63 | % | $ | 149,319 | 2.32 | % |
Actual maturities for mortgage-backed securities may differ from contractual maturities due to prepayments on underlying collateral.
FHLB Stock
FHLB stock holdings decreased $886,000, or 4%, to $21 million at December 31, 2025 compared to $22 million at December 31, 2024. The decrease was driven by a decline in FHLB borrowing activity during 2025, as FHLB members are required to hold certain levels of FHLB stock in relation to the amount of their borrowings. Bancorp’s reliance on overnight borrowings through the FHLB was gradually eliminated during 2025, consistent with substantial deposit growth. Bancorp’s FHLB stock holdings are expected to fluctuate consistent with borrowing activity from period to period.
Loans
Total loans increased $521 million, or 8%, from December 31, 2024 to December 31, 2025. The loan growth experienced during 2025 was well spread across loan categories, with CRE and C&D leading the way in addition to solid contributions from the C&I and residential real estate segments.
Total line of credit utilization has experienced steady improvement over the past several quarters, ending at 48.0% as of December 31, 2025 compared to 45.9% at December 31, 2024. Similarly, utilization within the C&I portfolio improved to 37.0% at December 31, 2025 compared to 33.7% at December 31, 2024, which was evidenced by the solid growth seen within the C&I line of credit segment of the loan portfolio.
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Bancorp’s credit exposure is diversified between businesses and individuals. No specific industry concentration exceeds 10% of loans outstanding. While Bancorp has a diversified loan portfolio, a customer’s ability to honor loan agreements is somewhat dependent upon the economic stability and/or industry in which that customer does business. Loans outstanding and related unfunded commitments are primarily concentrated within Bancorp’s current market areas, which encompass the Louisville, Kentucky MSA, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio MSAs.
CRE represents the largest segment of Bancorp’s loan portfolio, totaling $3.04 billion, or 43%, of total loans as of December 31, 2025. While a combination of higher interest rates and rising central business district vacancies across the country created credit and collateral concerns within the CRE sector generally over the past few years, Bancorp believes the quality of its CRE portfolio, and the overall loan portfolio, remains solid.
Office building exposure, which is a sub-segment of CRE and perceived to be of particular risk in the current environment, is a smaller component of Bancorp’s loan portfolio, totaling $605 million, or 9%, of total loans as of December 31, 2025. Approximately $255 million, or 42%, of Bancorp’s office building exposure is medical-related, which in management’s opinion presents reduced risk compared to other CRE uses. In addition, approximately $335 million, or 55%, of the office building exposure is owner-occupied and is generally accompanied by a full commercial banking relationship. This sub-segment is concentrated in Bancorp’s primary markets, with no exposure to large office towers and minimal exposure to central business districts, and continues to perform well with minimal substandard/non-accrual and past due loans as of December 31, 2025.
During the latter part of 2025, additional credit concerns surrounding lending to non-depository financial institutions (NDFIs) arose within the banking industry generally as a result of a few regional banks experiencing larger loan losses related to such borrowers and alleged fraud. In response, the FDIC implemented new reporting requirements related to NDFI lending, which were aimed mainly at institutions with $10 billion or more in total assets, to enable more insight into the underlying risks an institution may be exposed to.
While NDFIs include bank holding companies, mortgage companies and insurance companies, they can also include real estate investment trusts, private equity firms and hedge funds, which are perceived to carry greater risk. Bancorp’s exposure to NDFIs is minimal, totaling approximately $53 million, or less than 1% of total loans, as of December 31, 2025, and relates entirely to bank holding companies that maintain correspondent banking relationships with Bancorp.
Bancorp occasionally enters into loan participation agreements with other banks to diversify credit risk. For certain participation loans sold, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their ownership share of the loan without permission from Bancorp. The participated portion of these loans are recorded as secured borrowings. These participated loans are included in the C&I and CRE loan portfolio segments with a corresponding liability recorded in other liabilities. At both December 31, 2025 and December 31, 2024, the total participated portion of loans of this nature totaled $2 million.
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The following table presents the maturity distribution and rate sensitivity of the loan portfolio at December 31, 2025:
| Maturity | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 (dollars in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 186,641 | $ | 960,686 | $ | 254,469 | $ | 81,920 | $ | 1,483,716 | 77 | % | ||||||||||||
| Variable rate | 79,831 | 298,654 | 49,514 | 3,537 | 431,536 | 23 | % | |||||||||||||||||
| Total | $ | 266,472 | $ | 1,259,340 | $ | 303,983 | $ | 85,457 | $ | 1,915,252 | 100 | % | ||||||||||||
| Commercial real estate - owner-occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 87,475 | $ | 548,180 | $ | 256,997 | $ | 58,659 | $ | 951,311 | 85 | % | ||||||||||||
| Variable rate | 26,023 | 56,548 | 86,957 | 1,057 | 170,585 | 15 | % | |||||||||||||||||
| Total | $ | 113,498 | $ | 604,728 | $ | 343,954 | $ | 59,716 | $ | 1,121,896 | 100 | % | ||||||||||||
| Commercial and industrial - term | ||||||||||||||||||||||||
| Fixed rate | $ | 44,432 | $ | 392,875 | $ | 138,558 | $ | 2,169 | $ | 578,034 | 64 | % | ||||||||||||
| Variable rate | 69,763 | 150,612 | 98,958 | 209 | 319,542 | 36 | % | |||||||||||||||||
| Total | $ | 114,195 | $ | 543,487 | $ | 237,516 | $ | 2,378 | $ | 897,576 | 100 | % | ||||||||||||
| Commercial and industrial - lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | 5,539 | $ | 8,747 | $ | 33,356 | $ | - | $ | 47,642 | 8 | % | ||||||||||||
| Variable rate | 334,603 | 142,161 | 87,507 | - | 564,271 | 92 | % | |||||||||||||||||
| Total | $ | 340,142 | $ | 150,908 | $ | 120,863 | $ | - | $ | 611,913 | 100 | % | ||||||||||||
| Residential real estate - owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 5,217 | $ | 34,800 | $ | 68,313 | $ | 734,419 | $ | 842,749 | 96 | % | ||||||||||||
| Variable rate | 2,010 | 1,178 | 2,681 | 33,247 | 39,116 | 4 | % | |||||||||||||||||
| Total | $ | 7,227 | $ | 35,978 | $ | 70,994 | $ | 767,666 | $ | 881,865 | 100 | % | ||||||||||||
| Residential real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 16,083 | $ | 233,792 | $ | 60,042 | $ | 75,323 | $ | 385,240 | 98 | % | ||||||||||||
| Variable rate | 3,008 | 1,757 | 1,211 | - | 5,976 | 2 | % | |||||||||||||||||
| Total | $ | 19,091 | $ | 235,549 | $ | 61,253 | $ | 75,323 | $ | 391,216 | 100 | % | ||||||||||||
| Construction and land development | ||||||||||||||||||||||||
| Fixed rate | $ | 23,276 | $ | 65,551 | $ | 6,310 | $ | 10,252 | $ | 105,389 | 14 | % | ||||||||||||
| Variable rate | 136,990 | 452,872 | 56,646 | - | 646,508 | 86 | % | |||||||||||||||||
| Total | $ | 160,266 | $ | 518,423 | $ | 62,956 | $ | 10,252 | $ | 751,897 | 100 | % | ||||||||||||
| Home equity lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 17,786 | 66,513 | 195,821 | 4,995 | 285,115 | 100 | % | |||||||||||||||||
| Total | $ | 17,786 | $ | 66,513 | $ | 195,821 | $ | 4,995 | $ | 285,115 | 100 | % | ||||||||||||
| Consumer | ||||||||||||||||||||||||
| Fixed rate | $ | 3,418 | $ | 40,934 | $ | 19,428 | $ | 498 | $ | 64,278 | 45 | % | ||||||||||||
| Variable rate | 62,022 | 16,125 | - | - | 78,147 | 55 | % | |||||||||||||||||
| Total | $ | 65,440 | $ | 57,059 | $ | 19,428 | $ | 498 | $ | 142,425 | 100 | % |
(continued)
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(continued)
| Maturity | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 (dollars in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Leases | ||||||||||||||||||||||||
| Fixed rate | $ | 498 | $ | 14,203 | $ | 2,211 | $ | - | $ | 16,912 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | 498 | $ | 14,203 | $ | 2,211 | $ | - | $ | 16,912 | 100 | % | ||||||||||||
| Credit Cards | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 25,243 | - | - | - | 25,243 | 100 | % | |||||||||||||||||
| Total | $ | 25,243 | $ | - | $ | - | $ | - | $ | 25,243 | 100 | % | ||||||||||||
| Total Loans | ||||||||||||||||||||||||
| Fixed rate | $ | 372,579 | $ | 2,299,768 | $ | 839,684 | $ | 963,240 | $ | 4,475,271 | 64 | % | ||||||||||||
| Variable rate | 757,279 | 1,186,420 | 579,295 | 43,045 | 2,566,039 | 36 | % | |||||||||||||||||
| Total | $ | 1,129,858 | $ | 3,486,188 | $ | 1,418,979 | $ | 1,006,285 | $ | 7,041,310 | 100 | % |
In the event Bancorp structures a loan with a maturity exceeding five years (typically CRE loans), an automatic rate adjustment will typically be set in place at five years from origination date to limit overall interest rate sensitivity.
Non-performing Loans and Assets
Information summarizing non-performing loans and assets follows:
| December 31, (dollars in thousands) | 2025 | 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Non-accrual loans | $ | 12,585 | $ | 21,727 | ||||
| Modifications to borrowers experiencing financial difficulty | - | - | ||||||
| Loans past due 90 days or more and still accruing | 449 | 487 | ||||||
| Total non-performing loans | 13,034 | 22,214 | ||||||
| Other real estate owned | 190 | 10 | ||||||
| Total non-performing assets | $ | 13,224 | $ | 22,224 | ||||
| Non-performing loans to total loans | 0.19 | % | 0.34 | % | ||||
| Non-performing assets to total assets | 0.14 | % | 0.25 | % | ||||
| ACL for loans to non-performing loans | 705 | % | 391 | % |
Non-performing assets totaled $13 million at December 31, 2025 compared to $22 million at December 31, 2024. The decrease in total non-accrual loans between December 31, 2024 and December 31, 2025 stemmed from three larger non-accrual relationships finding resolution during the year, two of which came in the form of payoffs and the other through the sale of a property.
In total, non-performing assets as of December 31, 2025 were comprised of approximately 90 loans ranging in individual amounts up to $1.2 million and one residential real estate property held as OREO.
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The following table presents the major classifications of non-accrual loans by portfolio class:
| December 31, (in thousands) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 283 | $ | 5,221 | |||
| Commercial real estate - owner occupied | 2,449 | 1,231 | |||||
| Total commercial real estate | 2,732 | 6,452 | |||||
| Commercial and industrial - term | 819 | 4,903 | |||||
| Commercial and industrial - lines of credit | 182 | — | |||||
| Total commercial and industrial | 1,001 | 4,903 | |||||
| Residential real estate - owner occupied | 7,349 | 7,168 | |||||
| Residential real estate - non-owner occupied | 1,173 | 2,451 | |||||
| Total residential real estate | 8,522 | 9,619 | |||||
| Construction and land development | — | 311 | |||||
| Home equity lines of credit | — | 70 | |||||
| Consumer | 278 | 372 | |||||
| Leases | — | — | |||||
| Credit cards | 52 | — | |||||
| Total non-accrual loans | $ | 12,585 | $ | 21,727 |
Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more, unless such a loan is well- secured and in the process of collection or renewal. Interest income recorded on non-accrual loans as principal payments totaled $538,000, $624,000, and $342,000 for 2025, 2024, and 2023. Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms totaled $2.0 million, $1.3 million, and $1.5 million for 2025, 2024, and 2023.
In addition to non-performing loans discussed above, there were loans, which are accruing interest, for which payments were current or less than 90 days past due where borrowers are experiencing elevated financial difficulties. These substandard loans totaled approximately $46 million and $60 million at December 31, 2025 and 2024, respectively, the decrease over the prior year being attributed to a number of CRE and C&I relationships being upgraded or paying off during 2025. These relationships are monitored closely for possible future reclassification as non-performing loans. Management believes it has adequately reflected credit exposure in these loans in its determination of the allowance.
During the years ended December 31, 2025 and 2024, there were no modifications made to loans for borrowers experiencing financial difficulty and there were no payment defaults of existing modified loans within 12 months following modification. Default is determined at 90 days or more past due, charge off, or foreclosure.
Delinquent Loans
Delinquent loans (consisting of all loans 30 days or more past due) totaled $26 million and $32 million at December 31, 2025 and December 31, 2024. Delinquent loans to total loans were 0.38% and 0.50% at December 31, 2025 and December 31, 2024, respectively. The decrease in delinquent loans over this period was driven mainly by two larger and unrelated CRE and C&I relationships that were past due at December 31, 2024 and ultimately paid off during the year.
Classified Loans
Classified loans, which consist of loans defined as OAEM, substandard, substandard non-performing (including non-accrual loans discussed above) and doubtful, totaled $151 million and $162 million at December 31, 2025 and December 31, 2024. The decrease over this period was driven mainly by payoff activity for previously classified loans.
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Loans classified as OAEM have potential weaknesses requiring management’s heightened attention that may result in deterioration of repayment prospects on the loan or of Bancorp’s credit position at some future date. OAEM loans totaled $92 million and $81 million as of December 31, 2025 and December 31, 2024, respectively. The increase in OAEM loans experienced between December 31, 2024 and December 31, 2025 was driven largely by CRE and C&I loans that were upgraded from substandard during the year. As of December 31, 2025, all loans classified as OAEM were current with their contractual payments.
Allowance for Credit Losses on Loans
The ACL for loans is a valuation allowance for loans estimated at each balance sheet date in accordance with GAAP. When Bancorp deems all or a portion of a loan to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See the footnote titled “Summary of Significant Accounting Policies” for discussion of Bancorp’s ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire ACL for loans is available for any loan that, in Bancorp’s judgment, should be charged-off.
Bancorp’s ACL for loans was $92 million as of December 31, 2025 compared to $87 million as of December 31, 2024. Provision expense for credit losses on loans of $5.6 million was recorded for the year December 31, 2025, consistent with strong loan growth, changes in the FRB’s national unemployment forecast, a decrease in specific reserves and annual CECL model updates. Net charge offs of $626,000 were recorded for the year ended December 31, 2025, serving to decrease the ACL for loans.
The ACL for loans calculation and resulting credit loss expense is significantly impacted by changes in forecasted economic conditions. Should the forecast for economic conditions change, Bancorp could experience further adjustments in its required ACL for loans credit loss expense.
The table below details net charge-offs to average loans outstanding by portfolio class:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) Years ended December 31, | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | |||||||||||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 25 | $ | 1,912,158 | 0.00 | % | $ | 19 | $ | 1,665,876 | 0.00 | % | $ | 91 | $ | 1,465,305 | 0.01 | % | ||||||||||||||||||
| Commercial real estate - owner occupied | (120 | ) | 1,046,421 | -0.01 | % | 93 | 945,055 | 0.01 | % | 9 | 884,555 | 0.00 | % | |||||||||||||||||||||||
| Total commercial real estate | (95 | ) | 2,958,579 | 0.00 | % | 112 | 2,610,931 | 0.00 | % | 100 | 2,349,860 | 0.00 | % | |||||||||||||||||||||||
| Commercial and industrial - term | 1,010 | 881,004 | 0.11 | % | (339 | ) | 868,154 | -0.04 | % | (2,239 | ) | 804,916 | -0.28 | % | ||||||||||||||||||||||
| Commercial and industrial - lines of credit | (287 | ) | 597,845 | -0.05 | % | (89 | ) | 484,266 | -0.02 | % | (3,476 | ) | 444,244 | -0.78 | % | |||||||||||||||||||||
| Total commercial and industrial | 723 | 1,478,849 | 0.05 | % | (428 | ) | 1,352,420 | -0.03 | % | (5,715 | ) | 1,249,160 | -0.46 | % | ||||||||||||||||||||||
| Residential real estate - owner occupied | (236 | ) | 845,240 | -0.03 | % | (329 | ) | 752,566 | -0.04 | % | 2 | 649,431 | 0.00 | % | ||||||||||||||||||||||
| Residential real estate - non-owner occupied | (154 | ) | 388,176 | -0.04 | % | 7 | 369,119 | 0.00 | % | 2 | 334,660 | 0.00 | % | |||||||||||||||||||||||
| Total residential real estate | (390 | ) | 1,233,416 | -0.03 | % | (322 | ) | 1,121,685 | -0.03 | % | 4 | 984,091 | 0.00 | % | ||||||||||||||||||||||
| Construction and land development | - | 680,160 | 0.00 | % | - | 588,464 | 0.00 | % | - | 458,572 | 0.00 | % | ||||||||||||||||||||||||
| Home equity lines of credit | (9 | ) | 263,941 | 0.00 | % | (100 | ) | 225,823 | -0.04 | % | (12 | ) | 203,796 | -0.01 | % | |||||||||||||||||||||
| Consumer | (614 | ) | 142,009 | -0.43 | % | (300 | ) | 145,689 | -0.21 | % | (379 | ) | 141,140 | -0.27 | % | |||||||||||||||||||||
| Leases | - | 15,996 | 0.00 | % | - | 16,298 | 0.00 | % | - | 13,934 | 0.00 | % | ||||||||||||||||||||||||
| Credit cards | (241 | ) | 25,590 | -0.94 | % | (193 | ) | 24,472 | -0.79 | % | (626 | ) | 22,312 | -2.81 | % | |||||||||||||||||||||
| Total | $ | (626 | ) | $ | 6,798,540 | -0.01 | % | $ | (1,231 | ) | $ | 6,085,782 | -0.02 | % | $ | (6,628 | ) | $ | 5,422,865 | -0.12 | % |
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The following table sets forth the ACL by portfolio class:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans | ||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 13,779 | 15 | % | 0.72 | % | $ | 13,935 | 16 | % | 0.76 | % | ||||||||||||
| Commercial real estate - owner occupied | 13,100 | 14 | % | 1.17 | % | 10,192 | 12 | % | 1.02 | % | ||||||||||||||
| Total commercial real estate | 26,879 | 29 | % | 0.89 | % | 24,127 | 28 | % | 0.85 | % | ||||||||||||||
| Commercial and industrial - term | 21,121 | 23 | % | 2.35 | % | 21,284 | 25 | % | 2.41 | % | ||||||||||||||
| Commercial and industrial - lines of credit | 7,323 | 8 | % | 1.20 | % | 6,496 | 7 | % | 1.17 | % | ||||||||||||||
| Total commercial and industrial | 28,444 | 31 | % | 1.88 | % | 27,780 | 32 | % | 1.93 | % | ||||||||||||||
| Residential real estate - owner occupied | 14,914 | 16 | % | 1.69 | % | 14,468 | 17 | % | 1.80 | % | ||||||||||||||
| Residential real estate - non-owner occupied | 4,287 | 5 | % | 1.10 | % | 5,154 | 6 | % | 1.35 | % | ||||||||||||||
| Total residential real estate | 19,201 | 21 | % | 1.51 | % | 19,622 | 23 | % | 1.65 | % | ||||||||||||||
| Construction and land development | 12,316 | 14 | % | 1.64 | % | 10,981 | 13 | % | 1.76 | % | ||||||||||||||
| Home equity lines of credit | 1,439 | 2 | % | 0.50 | % | 1,277 | 1 | % | 0.52 | % | ||||||||||||||
| Consumer | 2,924 | 3 | % | 2.05 | % | 2,531 | 3 | % | 1.75 | % | ||||||||||||||
| Leases | 524 | 0 | % | 2.35 | % | 370 | 0 | % | 2.38 | % | ||||||||||||||
| Credit cards | 140 | 0 | % | 1.05 | % | 255 | 0 | % | 1.04 | % | ||||||||||||||
| Total | $ | 91,867 | 100 | % | 1.30 | % | $ | 86,943 | 100 | % | 1.33 | % |
Selected ratios relating to the ACL on loans follow:
| Years Ended December 31, | 2025 | 2024 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provision for credit losses on loans to average total loans | 0.08 | % | 0.14 | % | 0.23 | % | ||||||
| Net (charge offs)/recoveries to average total loans | -0.01 | % | -0.02 | % | -0.12 | % | ||||||
| ACL for loans to average loans | 1.35 | % | 1.43 | % | 1.46 | % | ||||||
| ACL for loans to total loans | 1.30 | % | 1.33 | % | 1.38 | % |
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures experienced an increase between December 31, 2024 and December 31, 2025. Provision expense of $1.2 million was recorded for off balance sheet credit exposures for the year ended December 31, 2025, driven by higher construction loan availability assumptions. The ACL for off balance sheet credit exposures totaled $7.9 million and $6.8 million as of December 31, 2025 and December 31, 2024.
Premises and Equipment
Premises and equipment are presented on the consolidated balance sheets net of related depreciation on the respective assets, as well as fair value adjustments associated with purchase accounting. Premises and equipment increased $6.0 million, or 5%, between December 31, 2024 and December 31, 2025, driven primarily by the addition of three new branch locations during the year. Bancorp’s branch network currently consists of 75 locations throughout Louisville, central, eastern and northern, Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets.
Premises held for sale totaling $1.7 million and $2.3 million was recorded on Bancorp’s consolidated balance sheets as of December 31, 2025 and December 31, 2024, respectively. The decrease during 2025 was attributed to the sale of a former administrative building owned through a prior acquisition during the second quarter. Premises held for sale consisted of three vacant parcels of land and one former branch location as of December 31, 2025.
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BOLI
Bank-owned life insurance assets increased $3 million, or 3%, to $92 million at December 31, 2025, compared to $89 million at December 31, 2024, the increase being attributed to general appreciation of the cash surrender values within the policy plans experienced during the year.
Goodwill
At December 31, 2025 and December 31, 2024, Bancorp had $194 million in goodwill recorded on its balance sheet.
Events that could potentially trigger goodwill impairment include deterioration in economic conditions, a decline in market-dependent multiples or metrics (i.e. stock price declining below tangible book value), negative trends in overall financial performance and regulatory actions. In 2025, Bancorp changed its goodwill impairment testing date from September 30 to October 1. The change was applied prospectively and was not material to the Company’s consolidated financial statements, as it did not delay, accelerate or avoid an impairment charge. At September 30, 2025 and October 1, 2025, Bancorp performed its annual qualitative assessment to determine if it was more-likely-than-not that the fair value of the reporting units exceeded their carrying value, including goodwill. The qualitative assessment indicated that it was not more-likely-than-not that the carrying value of the reporting units exceeded their fair value.
Core Deposit and Customer List Intangibles
CDIs and CLIs arising from business acquisitions are initially measured at fair value and are then amortized on an accelerated method based on their useful lives. As of December 31, 2025 and December 31, 2024, Bancorp’s CDI assets totaled $7 million and $9 million, respectively. As of December 31, 2025 and December 31, 2024, Bancorp’s CLI assets totaled $5 million and $7 million, respectively, and were attributed entirely to the WM&T segment.
As of December 31, 2024, Bancorp did not incur any impairment with respect to its intangible assets or other long-lived assets.
Other Assets and Other Liabilities
Other assets decreased $4 million, or 1%, to $305 million between December 31, 2024 and December 31, 2025. Other liabilities decreased $37 million, or 14%, to $221 million over the same period. The decrease in other assets was associated mainly with declines in DTAs and interest rate swap assets driven by changes in the interest rate environment generally, which were only partially offset by additional tax credit investments. The decrease in other liabilities was driven largely by a reduction in accrued tax credit investment contributions, which are made according to scheduled contractual commitments related to the respective investments.
Deposits
Total deposits increased $625 million, or 9%, from December 31, 2024 to December 31, 2025. Interest bearing deposits increased $645 million, or 11%, tied primarily to the success of deposit promotions during the first half of the year, which more than offset a $20 million, or 1%, decline in non-interest bearing deposits.
Bancorp continues to experience a shift in the deposit portfolio mix, as customers have sought higher-yielding alternatives in the current interest rate environment. However, the cost of interest-bearing deposits declined during the year from 2.59% to 2.53% for the year ended December 31, 2025, as Bancorp lowered deposit rates in tandem with the FRB’s interest rate reductions during the year. While this provided benefit to NIM, the cost of total deposits (including non-interest bearing deposits) increased 1 bp from 2.01% to 2.02% for the year ended December 31, 2025 as interest-bearing deposits have become a larger proportion of total deposits. Bancorp is cautious regarding deposit costs due to potential deposit pricing pressure/competition and the continued shift in deposit mix.
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Average deposit balances and average rates paid on such deposits for the years indicated are summarized as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, (dollars in thousands) | Average balance | Average rate | Average balance | Average rate | Average balance | Average rate | ||||||||||||||||||
| Non-interest bearing demand deposits | $ | 1,499,941 | — | % | $ | 1,504,844 | — | % | $ | 1,763,157 | — | % | ||||||||||||
| Interest bearing demand deposits | 2,562,084 | 1.88 | 2,376,181 | 2.02 | 2,277,001 | 1.50 | ||||||||||||||||||
| Savings deposits | 421,973 | 0.28 | 426,615 | 0.28 | 483,245 | 0.27 | ||||||||||||||||||
| Money market deposits | 1,343,952 | 2.73 | 1,259,356 | 3.08 | 1,115,331 | 2.16 | ||||||||||||||||||
| Time deposits | 1,582,727 | 4.01 | 1,091,037 | 4.17 | 732,998 | 2.99 | ||||||||||||||||||
| Total average deposits | $ | 7,410,677 | 2.02 | $ | 6,658,033 | 2.01 | $ | 6,371,732 | 1.28 |
Bancorp is a commercial bank, and as a result, is dependent on large commercial deposit relationships as a primary funding source. While this dependance drives an uninsured deposit ratio that may be higher than some of Bancorp’s similarly-sized peers, the majority of these deposits are considered to be core funds, as they represent long-standing, full-service relationships and are a testament to Bancorp’s commitment to partner with business customers by providing exemplary service and competitive products. Bancorp monitors and evaluates this primary funding source frequently and maintains numerous secondary funding sources as part of a multifaceted contingency funding plan.
The maturity distribution of time deposits exceeding FDIC insurance limits and the uninsured portion of those time deposits as of December 31, 2025 follows:
| (in thousands) | Time Deposits Over FDIC Insurance Limits | Uninsured Portion of Time Deposits Exceeding FDIC Insurance Limits | |||||
|---|---|---|---|---|---|---|---|
| Three months or less | $ | 171,348 | $ | 100,347 | |||
| Over three through six months | 159,326 | 62,077 | |||||
| Over six through 12 months | 129,166 | 54,166 | |||||
| Over 12 months | 107,564 | 52,814 | |||||
| Total | $ | 567,404 | $ | 269,404 |
As of December 31, 2025 and 2024, Bancorp estimates that approximately $3.3 billion and $3.2 billion of its deposit portfolio was uninsured, respectively. The uninsured amounts are estimates based on methodologies and assumptions used by Bancorp in accordance with regulatory reporting requirements. Included in these totals are certain public fund and other deposits for which Bancorp pledges investment securities as collateral. In conjunction with FDIC insurance, the pledged collateral effectively guarantees the full amount of these deposits, which totaled $598 million and $852 million as of December 31, 2025 and 2024. The decrease between December 31, 2024 and December 31, 2025 is attributed to Bancorp’s implementation of the ICS (insured cash sweep) deposit offering, which provides an alternative collateralization option to pledging investment securities.
During 2025, Bancorp implemented ICS, a new deposit product offering for larger depositors that require collateralization. This product was added to the portfolio of offerings to allow flexibility for both liquidity needs and strategic balance sheet management, as we continue to grow towards $10 billion in total assets. ICS allows us to provide the necessary collateralization for public funds clients and other larger depositors in the form of a reciprocal network of other banks, which effectively spreads large deposit balances amongst enough participating banks to achieve FDIC coverage for each client. In turn, we receive deposits from other banks, helping them to achieve a similar goal. As collateral is provided to our clients through this network, the investments securities we would have otherwise had to pledge as collateral are now unrestricted from a liquidity perspective.
Additionally, the ICS network provides a one-way sell service, which will enable us to move large deposit balances off balance sheet temporarily by sending an equivalent amount of cash to the same network of participating banks. In this scenario, we do not receive any deposits, effectively helping us lower total assets (and total liabilities by lowering total deposits) to remain under the $10 billion threshold. Such activity occurs overnight and the deposits (and cash) are brought back on balance sheet the next day.
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While both the reciprocal and one-way sell services offered by the ICS network may be utilized by Bancorp, the deposit customers of the Bank remain our customers. ICS effectively sweeps balances back and forth, so customers are minimally affected by the operational requirements and are provided the security of FDIC coverage.
Securities Sold Under Agreement to Repurchase
SSUAR declined $51 million, or 31%, between December 31, 2024 and December 31, 2025, driven mainly by a number of clients within the product switching into other deposit offerings, primarily to the previously mentioned ICS offering.
SSUAR represent a funding source of Bancorp and are used by commercial customers in conjunction with collateralized corporate cash management accounts. Such repurchase agreements are considered financing agreements and mature within one business day from the transaction date. At December 31, 2025 and December 31, 2024, all of these financing arrangements had overnight maturities and were secured by government sponsored enterprise obligations and mortgage-backed securities that were owned and controlled by Bancorp.
SSUAR are collateralized by securities and are treated as financings; accordingly, the securities involved with the agreements are recorded as assets and are held by a safekeeping agent and the obligations to repurchase the securities are reflected as liabilities. All securities underlying the agreements are under Bancorp’s control.
Federal Funds Purchased and Other Short-Term Borrowing
FFP and other short-term borrowing balances decreased $764,000 between December 31, 2024 and December 31, 2025. At December 31, 2024, FFP related to excess liquidity held by downstream correspondent bank customers of Bancorp.
Subordinated debentures
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2025, subordinated notes added through the CB acquisition totaled $27 million.
FHLB advances
FHLB advances outstanding totaled $300 million at both December 31, 2025 and December 31, 2024, and consisted entirely of a $300 million three-month rolling advance that is hedged with four separate interest rate swaps (cash flow hedges) entered into in an effort to secure longer-term funding at more attractive rates. For more information related to the interest rate swaps noted above, see the footnote titled, “Derivative Financial Instruments.”
Average FHLB advances decreased $27 million, or 7%, for the year ended December 31, 2025 compared to the prior year. The utilization of overnight borrowings in the current year was eliminated after the first quarter as deposit growth and investment maturities provided significant liquidity for the remainder of the year. No overnight borrowings were outstanding as of December 31, 2025, nor December 31, 2024.
Liquidity
The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands, while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in supply of funds. Liquidity is provided by short-term assets that can be converted to cash, AFS debt securities, various lines of credit available to Bancorp, and the ability to attract funds from external sources, principally deposits. Management believes it has the ability to increase deposits at any time by offering rates slightly higher than market rate.
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Bancorp’s Asset/Liability Committee is comprised of senior management and has direct oversight responsibility for Bancorp’s liquidity position and profile. A combination of reports provided to management details internal liquidity metrics, composition and level of the liquid asset portfolio, timing differences in short-term cash flow obligations, and exposure to contingent draws on Bancorp’s liquidity.
Bancorp’s most liquid assets are comprised of cash and due from banks, FFS and AFS debt securities. FFS and interest bearing deposits totaled $816 million and $212 million at December 31, 2025 and December 31, 2024, respectively. The significant increase experienced between 2024 and 2025 was driven by the previously mentioned deposit growth and investment maturities. FFS normally have overnight maturities while interest-bearing deposits in banks are accessible on demand. These investments are used for general daily liquidity purposes.
The fair value of the AFS debt security portfolio was $722 million and $990 million at December 31, 2025 and December 31, 2024, respectively. The decrease in AFS debt security portfolio for 2025 was attributed mainly to scheduled treasury maturities, and to a lesser extent, normal amortization. The investment portfolio (HTM and AFS) includes total cash flows on amortizing debt securities of approximately $199 million (based on assumed prepayment speeds and contractual maturities as of December 31, 2025) expected over the next 12 months. Combined with FFS and interest bearing deposits from banks, AFS debt securities offer substantial resources to meet either loan growth or reductions in Bancorp’s deposit funding base.
Bancorp pledges portions of its investment securities portfolio to secure public funds, cash balances of certain WM&T accounts and SSUAR. At December 31, 2025, the total carrying value of investment securities pledged for these purposes comprised 77% of the debt securities portfolio, leaving approximately $214 million of unpledged debt securities, compared to 63% and $508 million at December 31, 2024. The decrease in pledged securities between 2024 and 2025 was attributed mainly to Bancorp’s utilization of the ICS deposit network.
Bancorp’s deposit base consists mainly of core deposits, which are defined as demand, savings, and money market deposit accounts, time deposits less than or equal to $250,000, and excludes public funds and brokered deposits. At December 31, 2025, such deposits totaled $6.44 billion and represented 83% of Bancorp’s total deposits, as compared with $6.14 billion, or 86% of total deposits at December 31, 2024. Because core deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships, they normally do not place undue pressure on liquidity. However, deposits may generally be more sensitive to market rates, with potential decreases possibly straining Bancorp’s liquidity position.
As of both December 31, 2025 and December 31, 2024, Bancorp held no brokered deposits.
Included in total deposit balances at December 31, 2025 are $781 million in public funds generally comprised of accounts with local government agencies and public school districts in the markets in which Bancorp operates. At December 31, 2024, public funds deposits totaled $663 million.
Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp has access to credit products of the FHLB. Bancorp views these borrowings as a potential low cost alternative to brokered deposits. At December 31, 2025 and December 31, 2024, available credit from the FHLB totaled $1.47 billion and $1.25 billion, respectively. Bancorp also had unsecured FFP lines with correspondent banks totaling $80 million at both December 31, 2025 and December 31, 2024, respectively.
During the normal course of business, Bancorp enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through Bancorp’s various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of Bancorp’s liquidity.
Bancorp’s principal source of cash is dividends paid to it as the sole shareholder of the Bank. As discussed in the footnote titled “Commitments and Contingent Liabilities,” as of January 1st of any year, the Bank may pay dividends in an amount equal to the Bank’s net income of the prior two years less any dividends paid for the same two years. At December 31, 2025, the Bank could pay an amount equal to $263 million in dividends to Bancorp without regulatory approval subject to ongoing capital requirements of the Bank.
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Sources and Uses of Cash
Cash flow is provided primarily through financing activities of Bancorp, which include raising deposits and borrowing funds from institutional sources such as advances from the FHLB and FFP, as well as scheduled loan repayments and cash flows from AFS debt securities. These funds are primarily used to facilitate investment activities of Bancorp, which include making loans and purchasing securities for the investment portfolio. Another important source of cash is net income of the Bank from operating activities. For further detail regarding the sources and uses of cash, see the “Consolidated Statements of Cash Flows” in Bancorp’s consolidated financial statements.
Commitments
In the normal course of business, Bancorp is party to activities that contain credit, market and operational risk that are not reflected in whole or in part in Bancorp’s consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt.
Bancorp provides customers with off-balance sheet credit support through loan commitments and standby letters of credit. Unused loan commitments decreased $108 million, or 4%, as of December 31, 2025 compared to December 31, 2024, largely as a result of a decrease in future loan commitments.
Most commitments to extend credit are an agreement to lend to a customer as long as collateral is available as agreed upon and there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp uses the same credit and collateral policies in making commitments and conditional guarantees as for on-balance sheet instruments. Bancorp evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, securities, equipment and real estate. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.
Additional detail regarding credit-related financial instruments, including both commitments to extend credit and letters of credit at December 31, 2025 are as follows:
| Amount of commitment expiration per period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Unused loan commitments | $ | 968,160 | $ | 607,127 | $ | 320,134 | $ | 406,540 | $ | 2,301,961 | |||||||||
| Standby letters of credit | 28,410 | — | — | — | 28,410 |
The ACL for off balance sheet credit exposures, which is separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, was $7.9 million and $6.8 million as of December 31, 2025 and December 31, 2024, respectively. Provision expense for off balance sheet credit exposures of $1.2 million was recorded for the year ended December 31, 2025, driven by higher construction loan availability assumptions. Provision expense for off balance sheet credit exposures of $925,000 was recorded for the year ended December 31, 2024.
Standby letters of credit are conditional commitments issued by Bancorp to guarantee the performance of a customer to a third party beneficiary. Those guarantees are primarily issued to support commercial transactions. Standby letters of credit generally have maturities of one to two years.
In addition to owned banking facilities, Bancorp has entered into long-term leasing arrangements for certain branch facilities. Bancorp also has required future payments for a non-qualified defined benefit retirement plan, time deposit maturities and other obligations.
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Required payments under such commitments at December 31, 2025 are as follows:
| Payments due by period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Time deposit maturities | $ | 1,590,373 | $ | 138,510 | $ | 7,651 | $ | - | $ | 1,736,534 | |||||||||
| FHLB advances | 300,000 | — | — | — | 300,000 | ||||||||||||||
| Tax credit partnership contributions | 56,727 | 38,714 | 3,274 | 6,516 | 105,231 | ||||||||||||||
| Subordinated debentures | — | — | — | 26,000 | 26,000 | ||||||||||||||
| Operating leases (1) | 4,131 | 8,347 | 8,103 | 19,347 | 39,928 | ||||||||||||||
| Defined benefit retirement plan | 219 | 438 | 438 | 653 | 1,748 | ||||||||||||||
| Other (2) | 1,031 | 1,763 | 1,249 | — | 4,043 |
(1) Includes assumed lease renewals.
(2) Consists primarily of contractual requirements relating to community sponsorships.
See the footnote titled “Commitments and Contingent Liabilities” for additional detail regarding commitments.
Capital
Information pertaining to Bancorp’s capital balances and select ratios follow:
| Years ended December 31, (dollars in thousands, except per share data) | 2025 | 2024 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stockholders’ equity | $ | 1,075,697 | $ | 940,476 | $ | 858,103 | ||||||
| Dividends per share | $ | 1.26 | $ | 1.22 | $ | 1.18 | ||||||
| Dividend payout ratio, based on basic EPS | 26.42 | % | 31.20 | % | 31.98 | % | ||||||
| Annual dividend yield | 1.94 | % | 1.70 | % | 2.29 | % |
At December 31, 2025, stockholders’ equity totaled $1.08 billion, representing an increase of $135 million, or 14%, compared to December 31, 2024, as net income of $140.2 million and an $29.9 million improvement in AOCI was offset by $37.1 million of dividends declared during 2025. The improvement in AOCI was associated with changes in the interest rate environment and the corresponding impact on the valuation of the AFS debt securities portfolio and cash flow hedging derivatives. See the “Condensed Consolidated Statement of Changes in Stockholders’ Equity” for further detail of changes in equity.
Bancorp’s TCE ratio and tangible book value per share, both non-GAAP disclosures, experienced improvement between December 31, 2024 and December 31, 2025, which stemmed largely from recording net income of $140.2 million. TCE was 9.32% at December 31, 2025 compared to 8.44% at December 31, 2024, while tangible book value per share was $29.50 at December 31, 2025, compared to $24.82 at December 31, 2024. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
In July 2025, Bancorp’s Board of Directors adopted a share repurchase program authorizing the repurchase of up to 1 million shares, or approximately 4%, of Bancorp’s total common shares outstanding. This share repurchase program replaces the program that expired in May and will expire in two years unless otherwise extended or completed at an earlier date. The plan does not obligate Bancorp to repurchase any specific dollar amount or number of shares prior to the plan’s expiration. Bancorp has not repurchased shares under any share repurchase program since 2019.
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Bank holding companies and their subsidiary banks are required by regulators to meet risk-based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The value of both balance sheet and off-balance sheet items are adjusted to reflect credit risks. See the footnote titled “Regulatory Matters” for additional detail regarding regulatory capital requirements, as well as capital ratios of Bancorp and the Bank. The Bank exceeds regulatory capital ratios required to be well-capitalized. Regulatory framework does not define well capitalized for holding companies. Management considers the effects of growth on capital ratios as it contemplates plans for expansion.
Capital ratios as of December 31, 2025 increased compared December 31, 2024, as a result of record operating results, which served to offset strong risk-weighted asset growth from the loan portfolio. Bancorp continues to exceed the regulatory requirements for all calculations. Bancorp and the Bank intend to maintain a capital position that meets or exceeds the “well-capitalized” requirements as defined by the FRB and the FDIC, in addition to the capital conservation buffer.
Banking regulators have categorized the Bank as well-capitalized. To meet the definition of well-capitalized for prompt corrective action requirements, a bank must have a minimum 6.5% Common Equity Tier 1 Risk-Based Capital ratio, 8.0% Tier 1 Risk-Based Capital ratio, 10.0% Total Risk-Based Capital ratio and 5.0% Tier 1 Leverage ratio.
Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, Bancorp and the Bank must hold a 2.5% capital conservation buffer composed of Common Equity Tier 1 Risk-Based Capital above the minimum risk-based capital requirements for the Common Equity Tier 1 Risk-Based Capital ratio, Tier 1 Risk-Based Capital ratio and Total Risk-Based Capital ratio necessary to be considered adequately-capitalized. At December 31, 2025, the adequately-capitalized minimums, including the capital conservation buffer, were a 7.0% Common Equity Tier 1 Risk-Based Capital ratio, 8.5% Tier 1 Risk-Based Capital ratio and 10.5% Total Risk-Based Capital ratio. Bancorp exceeded these levels as of December 31, 2025 and 2024.
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2025, subordinated notes totaled $27 million.
As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, Bancorp elected the option to delay the estimated impact on regulatory capital related to the adoption of ASC 326 “Financial Instruments – Credit Losses,” or CECL, which was effective January 1, 2020. The initial impact of adoption of ASC 326, as well as 25% of the quarterly increases in the ACL subsequent to adoption of ASC 326 (collectively the “transition adjustments”) were delayed for two years. After two years, the cumulative amount of the transition adjustments became fixed and will be phased out of the regulatory capital calculations evenly over a three-year period, with 75% recognized in year three, 50% recognized in year four and 25% recognized in year five. After five years, the temporary regulatory capital benefits were fully reversed. 2024 represented the fifth and final year of the transition period for Bancorp. Had Bancorp not elected to defer the regulatory capital impact of CECL, the post ASC 326 adoption capital ratios of Bancorp and the Bank would still have exceeded the well-capitalized level.
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Non-GAAP Financial Measures
The following table provides a reconciliation of total stockholders’ equity in accordance with GAAP to tangible stockholders’ equity (“TCE”), a non-GAAP disclosure. Bancorp provides the TCE per share, a non-GAAP measure, in addition to those defined by banking regulators, based on its widespread use by investors as a means to evaluate capital adequacy:
| December 31, (dollars and shares in thousands, except per share data) | 2025 | 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total stockholders' equity - GAAP (a) | $ | 1,075,697 | $ | 940,476 | ||||
| Less: Goodwill | (194,074 | ) | (194,074 | ) | ||||
| Less: Core deposit and other intangibles | (12,160 | ) | (15,818 | ) | ||||
| Tangible common equity - Non-GAAP (c) | $ | 869,463 | $ | 730,584 | ||||
| Total assets - GAAP (b) | $ | 9,536,124 | $ | 8,863,419 | ||||
| Less: Goodwill | (194,074 | ) | (194,074 | ) | ||||
| Less: Core deposit and other intangibles | (12,160 | ) | (15,818 | ) | ||||
| Tangible assets - Non-GAAP (d) | $ | 9,329,890 | $ | 8,653,527 | ||||
| Total stockholders' equity to total assets - GAAP (a/b) | 11.28 | % | 10.61 | % | ||||
| Tangible common equity to tangible assets - Non-GAAP (c/d) | 9.32 | % | 8.44 | % | ||||
| Total shares outstanding (e) | 29,476 | 29,431 | ||||||
| Book value per share - GAAP (a/e) | $ | 36.49 | $ | 31.96 | ||||
| Tangible common equity per share - Non-GAAP (c/e) | 29.50 | 24.82 |
The efficiency ratio, a non-GAAP measure, equals total non-interest expenses divided by the sum of net interest income (FTE) and non-interest income. In addition to the efficiency ratio presented, Bancorp considers an adjusted efficiency ratio. Bancorp believes it is important because it provides a comparable ratio after eliminating net gains (losses) on sales, calls, and impairment of investment securities, as well as net gains (losses) on sales of premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses, if applicable.
| Years ended December 31, (dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total non-interest expenses (a) | $ | 212,364 | $ | 198,179 | $ | 187,829 | ||||||
| Less: Amortization of investments in tax credit partnerships | — | — | (1,294 | ) | ||||||||
| Total non-interest expenses - Non-GAAP (c) | $ | 212,364 | $ | 198,179 | $ | 186,535 | ||||||
| Total net interest income, FTE | $ | 300,655 | $ | 257,400 | $ | 247,869 | ||||||
| Total non-interest income | 96,948 | 95,230 | 92,220 | |||||||||
| Total revenue - Non-GAAP (b) | 397,603 | 352,630 | 340,089 | |||||||||
| Less: (Gain)/loss on sale of premises and equipment | (72 | ) | 100 | 30 | ||||||||
| Less: Loss on sale of securities | — | — | 44 | |||||||||
| Total adjusted revenue - Non-GAAP (d) | $ | 397,531 | $ | 352,730 | $ | 340,163 | ||||||
| Efficiency ratio - Non-GAAP (a/b) | 53.41 | % | 56.20 | % | 55.23 | % | ||||||
| Adjusted efficiency ratio - Non-GAAP (c/d) | 53.42 | % | 56.18 | % | 54.84 | % |
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Interest income on a FTE basis includes the additional amount of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal, state and local taxes yielding the same after-tax income. Interest income, yields and ratios on a FTE basis are considered non-GAAP financial measures. Management believes net interest income on a FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a federal corporate income tax rate of 21%.
| Years ended December 31, (dollars in thousands) | 2025 | 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total interest income - GAAP (a) | $ | 467,589 | $ | 412,879 | $ | 346,696 | |||||
| FTE adjustment for tax-exempt loans | 180 | 244 | 344 | ||||||||
| FTE adjustment for tax-exempt securities | 163 | 116 | 193 | ||||||||
| Total interest income, FTE - Non-GAAP (b) | $ | 467,932 | $ | 413,239 | $ | 347,233 |
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001437749-25-005393.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Stock Yards Bancorp, Inc. (“Bancorp” or “the Company”), is a FHC headquartered in Louisville, Kentucky and is engaged in the business of banking through its wholly owned subsidiary, Stock Yards Bank & Trust Company (“SYB” or “the Bank”). Bancorp, which was incorporated in 1988 in Kentucky, is registered with, and subject to supervision, regulation and examination by, the Board of Governors of the Federal Reserve System. As Bancorp has no significant operations of its own, its business and the business of SYB are essentially the same. The operations of SYB are fully reflected in the consolidated financial statements of Bancorp. Accordingly, references to “Bancorp” in this document may encompass both the holding company and the Bank. All significant inter-company transactions and accounts have been eliminated in consolidation.
SYB, established in 1904, is a state-chartered non-member financial institution that provides services in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets through 72 full service banking center locations. The Bank is registered with, and subject to supervision, regulation and examination by the FDIC and the Kentucky Department of Financial Institutions.
As a result of its acquisition of Commonwealth Bancshares, Inc. on March 7, 2022, Bancorp became the 100% successor owner of three unconsolidated Delaware trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings exchanged for subordinated debentures with similar terms to the TPS.
As a result of its acquisition of Kentucky Bancshares, Inc. on May 31, 2021, Bancorp became the 100% successor owner of a Nevada-based insurance captive taxed under Section 831(b) of the Internal Revenue Code. On April 10, 2023, the IRS issued a proposed regulation that would potentially classify section 831(b) captive activity as a, “listed transaction,” and possibly disallow the related tax benefits, both prospectively and retroactively. The regulation was finalized in January 2025 and its impact is being evaluated by management. Bancorp elected not to renew the Captive in August of 2023 and ultimately dissolved the Captive in December of 2023. The Captive’s activity is included in the Company’s consolidated financial statements and was included in its 2023 federal income tax return. The Captive’s activity served to reduce Bancorp’s ETR by 0.20% and 0.29% for the years ended December 31, 2023 and 2022, respectively.
Also as a result of its acquisition of Commonwealth Bancshares, Inc., Bancorp acquired a 60% interest in LFA, a Bowling Green, Kentucky-based wealth management services company. Effective December 31, 2022, Bancorp’s partial interest in LFA was sold, resulting in a pre-tax loss of $870,000 recorded in other non-interest expense on the consolidated income statements for the quarter and year ended December 31, 2022. This acquired line of business was not within the Company’s geographic footprint and ultimately did not align with the Company’s long-term strategic model. Net income related to LFA and attributable to Bancorp’s 60% interest, excluding the pre-tax loss on disposition noted above, totaled $483,000 for the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying footnotes presented in Part II Item 8 “Financial Statements and Supplementary Data.” To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of Bancorp’s future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations.
Cautionary Statement Regarding Forward-Looking Statements
This document contains statements relating to future results of Bancorp that are considered “forward-looking” as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are principally, but not exclusively, contained in Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I Item 1A “Risk Factors.”
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Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the statement. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or other similar expressions. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.
Forward-looking statements detail management’s expectations regarding the future and are based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date forward-looking statements are made, except as required by applicable regulation.
There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Changes in, or forecasts of, future political and economic conditions, inflation or recession and efforts to control related developments; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in laws and regulations or the interpretation thereof; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | accuracy of assumptions and estimates used in establishing the ACL for loans, ACL for off-balance sheet credit exposures and other estimates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impairment of investment securities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impairment of goodwill, MSRs, other intangible assets and/or DTAs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively navigate an economic slowdown or other economic or market disruptions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in fiscal, monetary, and/or regulatory policies; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in tax polices including but not limited to changes in federal and state statutory rates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | behavior of securities and capital markets, including changes in interest rates, market volatility and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively manage capital and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | long-term and short-term interest rate fluctuations, as well as the shape of the U.S. Treasury yield curve; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the magnitude and frequency of changes to the FFTR implemented by the Federal Open Market Committee of the FRB; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competitive product and pricing pressures; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | projections of revenue, expenses, capital expenditures, losses, EPS, dividends, capital structure, etc.; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | integration of acquired financial institutions, businesses or future acquisitions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in the credit quality of Bancorp’s customers and counterparties, deteriorating asset quality and charge-off levels; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in technology instituted by Bancorp, its counterparties or competitors; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes to or the effectiveness of Bancorp’s overall internal control environment; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | adequacy of Bancorp’s risk management framework, disclosure controls and procedures and internal control over financial reporting; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in applicable accounting standards, including the introduction of new accounting standards; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in investor sentiment or behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in consumer/business spending or savings behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to appropriately address social, environmental and sustainability concerns that may arise from business activities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, and Bancorp’s ability to deal effectively with disruptions caused by the foregoing; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to maintain the security of its financial, accounting, technology, data processing and other operational systems and facilities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to withstand disruptions that may be caused by any failure of its operational systems or those of third parties; |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively defend itself against cyberattacks or other attempts by unauthorized parties to access information of Bancorp, its vendors or its customers or to disrupt systems; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | other risks and uncertainties reported from time-to-time in Bancorp’s filings with the SEC, including Part I Item 1A “Risk Factors.” |
Issued but Not Yet Effective Accounting Standards Updates
For disclosure regarding the impact to Bancorp’s financial statements of issued-but-not-yet-effective ASUs, see the footnote titled “Summary of Significant Accounting Policies” of Part II Item 8 “Financial Statements and Supplementary Data.”
Critical Accounting Policies and Estimates
Bancorp’s consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.
Management continually evaluates its accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management.
Critical accounting policies are those that management believes are the most important to the portrayal of Bancorp’s financial condition and operating results and require management to make estimates that are difficult, subjective and complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with Bancorp’s Audit Committee. As of December 31, 2024, the significant accounting policy considered the most critical in preparing Bancorp’s consolidated financial statements is the determination of the ACL on loans.
Allowance for Credit Losses on Loans and Provision for Credit Losses
For purposes of establishing the general reserve of the ACL, Bancorp stratifies the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculates the net amount expected to be collected over the life of the loans to estimate the credit losses in the loan portfolio. Bancorp’s methodologies for estimating the ACL on loans consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.
The ACL on loans is established through credit loss expense charged to current earnings. The amount maintained in the ACL reflects management’s estimate of the net amount not expected to be collected on the loan portfolio at the balance sheet date over the life of the loan. The ACL is comprised of specific reserves assigned to certain loans that do not share general risk characteristics and general reserves on pools of loans that do share general risk characteristics. Factors contributing to the determination of specific reserves include the creditworthiness of the borrower and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate, an expected loss ratio based on historical losses adjusted as appropriate for qualitative factors, or the fair value of the collateral for certain collateral-dependent loans.
Provision for credit losses can be subject to volatility as ACL calculations and the resulting expense are significantly impacted by changes in CECL model assumptions, such as macroeconomic factors and conditions, credit quality and loan portfolio composition and growth.
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Business Segment Overview
Bancorp is divided into two reportable segments: Commercial Banking and WM&T:
Commercial Banking provides a full range of loan and deposit products to individual consumers and businesses in all its markets through retail lending, mortgage banking, deposit services, online banking, mobile banking, private banking, commercial lending, commercial real estate lending, leasing, treasury management services, merchant services, international banking, correspondent banking, credit card services and other banking services. The Bank also offers securities brokerage services via its banking center network through an arrangement with a third party broker-dealer in the Commercial Banking segment.
WM&T provides investment management, financial & retirement planning and trust & estate services, as well as retirement plan management for businesses and corporations in all markets in which Bancorp operates. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size.
Overview – Operating Results (FTE)
The following table presents an overview Bancorp’s financial performance for the years ended December 31, 2024, 2023 and 2022:
| Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2024 | 2023 | 2022 | 2024 / 2023 | 2023 / 2022 | |||||||||||||||
| Net income available to stockholders | $ | 114,539 | $ | 107,748 | $ | 92,972 | 6 | % | 16 | % | ||||||||||
| Diluted earnings per share | $ | 3.89 | $ | 3.67 | $ | 3.21 | 6 | % | 14 | % | ||||||||||
| ROA | 1.37 | % | 1.39 | % | 1.25 | % | (2) | bps | 14 | bps | ||||||||||
| ROE | 12.77 | % | 13.44 | % | 12.58 | % | (67) | bps | 86 | bps |
Additional discussion follows under the section titled “Results of Operations.”
General highlights for the year ended December 31, 2024 compared to December 31, 2023:
| Column 1 | Column 2 |
|---|---|
| ● | In 2024, Bancorp set the following financial records: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net income of $114.5 million, and as a result, diluted EPS of $3.89, besting the previous records of $107.7 million and diluted EPS of $3.67 from 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total revenue, comprising net interest income (FTE) and non-interest income, of $352.6 million, surpassing the previous record of $340.1 million in 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Strong loan production drove $749 million, or 13%, of loan growth, leading to record total loans of $6.52 billion at December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | WM&T revenue of $42.8 million, driven by strong equity market appreciation and higher estate fee income and served to offset a net new business decline. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Debit and credit card income of $20.1 million, consistent with higher transaction volume, growth in the customer base and larger processor incentives. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Treasury management fee income of $11.1 million, consistent with customer base expansion, increased transaction volume, record international services fee income and new product sales. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net investment product sales commissions and fee income of $3.6 million stemming from organic growth and general market appreciation. |
| Column 1 | Column 2 |
|---|---|
| ● | Net income totaled $114.5 million for year ended December 31, 2024, resulting in diluted EPS of $3.89, compared to net income of $107.7 million for the year ended December 31, 2023, which resulted in diluted EPS of $3.67. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Record results for the year ended December 31, 2024 compared to the prior year were driven by significant organic loan growth, a higher interest rate environment and the continued growth of Bancorp’s diversified non-interest revenue streams. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While interest income benefitted from higher interest rates in 2024, an increase in the cost of funds stemming from intense deposit competition/pricing pressure, as well as increased borrowing activity, had a substantial impact on results for the year ended December 31, 2024 compared to the prior year. |
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| Column 1 | Column 2 |
|---|---|
| ● | While NIM decreased 8 bps to 3.31% for the year ended December 31, 2024 compared to 3.39% for the prior year, net interest income (FTE) increased $9.5 million, or 4%, compared to the prior year, reaching a record $257.4 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest income experienced a $66.0 million, or 19%, increase over the prior year associated with the benefits of higher yields and average earning asset growth, outpacing the $56.5 million, or 57%, increase in interest expense driven by the rising cost of funds and growth in interest-bearing liabilities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | As a result of deposit pricing pressure/competition, Bancorp has continued to experience a significant shift in the deposit mix, as non-interest bearing deposits and lower-yielding deposits have migrated to higher-yielding options, particularly time deposits, driving a substantial increase in the overall cost of deposits. Further, continued loan growth and deposit balance fluctuations necessitated more borrowing activity in 2024 compared to the prior year, contributing to the overall increase in interest expense. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Yields on interest earning assets increased 56 bps, or 12%, to 5.31% for the year ended December 31, 2024 compared to 4.75% for the prior year. However, these yields were outpaced by the cost of interest bearing liabilities, which expanded 76 bps, or 39%, to 2.73% compared to 1.97% for the prior year, driving net interest spread and NIM compression. |
| Column 1 | Column 2 |
|---|---|
| ● | Total loans increased $749 million, or 13%, compared to December 31, 2023, driven by growth in most categories over the past year. Average loans increased $663 million, or 12%, for the year ended December 31, 2024 compared to the same period of the prior year. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s ACL on loans increased $8 million, or 10%, compared to December 31, 2023. Provision for credit losses on loans totaled $8.8 million for the year ended December 31, 2024, compared to $12.5 million for the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for the year ended December 31, 2024 was attributed mainly to substantial loan growth and to a lesser extent, an improved unemployment forecast and other factors within the CECL model. Further, net charge offs of $1.2 million were recorded for the year ended December 31, 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for credit losses on loans for the prior year period were driven by substantial loan growth, a flat unemployment forecast and other factors within the CECL model. Bancorp also recorded net charge offs of $6.6 million for the year ended December 31, 2023, driven by the charge off of two isolated and unrelated C&I relationships. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $496 million, or 7%, at December 31, 2024 compared to December 31, 2023. While total deposit growth was experienced compared to the prior year, a continued shift in the deposit base mix was also experienced, as pricing pressure/competition for deposits remained strong during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest-bearing deposits increased $588 million, or 11%, for the year ended December 31, 2024 compared to the prior year, led in part by a $255 million, or 26%, increase in time deposits associated with Bancorp’s successful promotional product offerings, offsetting a $92 million, or 6%, decline in non-interest bearing deposits. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $3.0 million, or 3%, for the year ended December 31, 2024, compared to the prior year, attributed largely to strong WM&T revenue, treasury management fees and card income. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses increased $10.4 million, or 6%, for the year ended December 31, 2024, compared to the prior year, driven by higher compensation and employee benefit expenses associated with annual merit-based salary increases and higher bonus levels, full-time employee growth and higher health insurance claims activity, in addition to increased technology and communication expense, attributed to various security and compliance-related software upgrades. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2024 was 56.20% compared to 55.23% for the prior year. The increase in this ratio was the result of non-interest expense growth (on a percentage basis) outpacing net interest income and non-interest income expansion, as net interest income was hampered by rising funding costs. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
Total stockholder’s equity to total assets was 10.61% as of December 31, 2024 compared to 10.50% at December 31, 2023. Total equity increased to $940 million in 2024, driven by net income of $114.5 million and a small improvement in AOCI, offset partially by $36 million of dividends declared. The small improvement in AOCI from December 31, 2023 to December 31, 2024 was the result of the changing interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio. Further, a $2.5 million increase in retained earnings was recorded in relation to the adoption of ASU 2023-02 effective January 1, 2024.
TCE is a measure of a company’s capital, which is useful in evaluating the quality and adequacy of capital. Bancorp’s ratio of TCE to total tangible assets was 8.44% as of December 31, 2024, compared to 8.09% at December 31, 2023, the improvement driven mainly by growth in stockholder’s equity associated with the year’s strong operating results and to a much smaller extent, the positive change in AOCI related to the valuation of the AFS debt securities portfolio. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
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General highlights for the year ended December 31, 2023 compared to December 31, 2022:
| Column 1 | Column 2 |
|---|---|
| ● | In 2023, Bancorp set the following financial records: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net income of $107.7 million, and as a result, diluted EPS of $3.67, besting the previous records of $93.0 million and diluted EPS of $3.21 from 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total revenue, comprising net interest income (FTE) and non-interest income, of $340.1 million, surpassing the previous record of $323.4 million in 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Record loan production, which drove $565 million, or 11%, of organic loan growth, leading to record total loans of $5.77 billion at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | WM&T revenue of $39.8 million, which was driven by solid net new business growth and strong fourth quarter performance within the equity and fixed income markets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Debit and credit card income of $19.4 million, consistent with organic and acquisition-related growth in transaction volume and customer base, in addition to larger processor incentives. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Treasury management fee income of $10.0 million, led by strong transaction volume, organic and acquisition-related expansion of the customer base, new product sales and expanded international revenue. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net investment product sales commissions and fee income of $3.2 million stemming from organic growth and the full year impact of acquisition-related activity. |
| Column 1 | Column 2 |
|---|---|
| ● | Net income totaled $107.7 million for year ended December 31, 2023, resulting in diluted EPS of $3.67, compared to net income of $93.0 million for the year ended December 31, 2022, which resulted in diluted EPS of $3.21. The year ended December 31, 2022 was significantly impacted by the CB acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Record results for the year ended December 31, 2023 compared to the prior year were driven by significant organic growth, the full year impact of acquisition-related activity, the benefit to interest income of rising interest rates compared to the prior year and the continued growth of Bancorp’s diversified non-interest revenue streams. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While interest income benefitted from rising interest rates in 2023, an increase in the cost of funds stemming from deposit contraction and pricing pressure, as well as increased borrowing activity, had a substantial impact on results for the year ended December 31, 2023 compared to the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Bancorp completed its acquisition of CB on March 7, 2022. At the time of acquisition and net of purchase accounting adjustments, CB had approximately $1.34 billion in total assets, $632 million in loans, $247 million in investment securities and $1.12 billion in deposits. The year ended December 31, 2022 represented approximately 10 months of activity associated with the CB acquisition, including $19.5 million in merger expenses and $4.4 million in credit loss expense attributed to the acquired loan portfolio, which weighed heavily on prior year results. |
| Column 1 | Column 2 |
|---|---|
| ● | NIM increased 4 bps to 3.39% for the year ended December 31, 2023 compared to 3.35% for the prior year, consistent with average balance sheet expansion and upward movement in interest rates experienced during the year. Net interest income (FTE) totaled $247.9 million for the year ended December 31, 2023, representing an increase of $13.6 million, or 6%, over the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Despite increased net interest income and NIM, net interest spread declined 43 bps to 2.78% for the year ended December 31, 2023 compared to the prior year. Rising deposit costs and increased borrowing activity drove a substantial increase in the cost of funds, which increased 157 bps to 1.97% for the year ended December 31, 2023, compared to 0.40% for the prior year. |
| Column 1 | Column 2 |
|---|---|
| ● | Total loans increased $565 million, or 11%, for the year ended December 31, 2023 compared to the prior year, with notable growth in CRE and Residential real estate being driven by a year of record loan production. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s ACL on loans increased $6 million, or 8%, compared to December 31, 2022. Provision for credit losses on loans totaled $12.5 million for the year ended December 31, 2023, compared to $9.7 million for the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | In addition to substantial loan growth, a flat unemployment forecast and other factors within the CECL model, Bancorp also recorded net charge offs of $6.6 million for the year ended December 31, 2023, driven by the charge off of two isolated and unrelated C&I relationships. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for credit losses on loans for the prior year period included $4.4 million of expense related to the acquired loan portfolio, and to a lesser extent, a deteriorating economic forecast. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $279 million, or 4%, at December 31, 2023 compared to December 31, 2022. While total deposit growth was experienced compared to the prior year, there was significant shift in the deposit base mix, as customers migrated from non-interest bearing products into higher-yielding alternatives and pricing pressure related to deposits intensified during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest-bearing deposits increased $681 million, or 15%, for the year ended December 31, 2023 compared to the prior year, led by a $511 million increase in time deposits associated with Bancorp’s successful promotional product offerings, offsetting a $402 million, or 21%, decline in non-interest bearing deposits. |
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| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $3.1 million, or 3%, for the year ended December 31, 2023 compared to the prior year. While virtually all traditional non-interest income revenue streams experienced significant increases over the year ended December 31, 2022, the prior year benefitted from non-recurring gains totaling $4.4 million associated with the sale of acquired properties. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses decreased $4.0 million, or 2%, for the year ended December 31, 2023 compared to the prior year. Non-interest expenses in general remained well-controlled and consistent with expansion, strong performance and continued investment in technology. The prior year included $19.5 million of merger expenses associated with the CB acquisition. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2023 was 55.23% compared to 59.30% for the year ended December 31, 2022. The elevated ratio for the prior year was the result of one-time merger-related expenses recorded in relation to the CB acquisition. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales and calls of investment securities, as well as net gains (losses) on sales of acquired premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses. Bancorp’s adjusted efficiency ratio for the year ended December 31, 2023 was 54.84% compared to 53.61% for the year ended December 31, 2022. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
Total stockholder’s equity to total assets was 10.50% as of December 31, 2023 compared to 10.14% at December 31, 2022. Total equity increased to $858 million in 2023, driven by net income of $107.7 million and a $23 million positive change in AOCI, offset partially by $35 million of dividends declared. The increase in AOCI from December 31, 2022 to December 31, 2023 was the result of the changing interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio.
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Potential Challenges for 2025:
We have identified the following potential challenges for fiscal year 2025:
| Column 1 | Column 2 |
|---|---|
| ● | Pricing pressure and competition for both loans and deposits will continue to present challenges in 2025, driven by uncertainty within the current interest rate environment, a flattened/inverted yield curve and overall liquidity management. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While the higher rate environment experienced in 2024 led to higher yields for the loan portfolio and other earning assets, it also resulted in higher funding costs. Depositors continued migrating from non-interest bearing or lower-yielding deposits to higher-yielding alternatives. Further, substantial loan growth and deposit fluctuations resulted in increased borrowing activity, which drove funding costs higher. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | During 2024, the yield curve started to flatten after a prolonged period of inversion. Inverted and/or flattened yield curves create a general pricing mismatch between the rates earned on longer-term loans and investments and the rates paid on shorter-term deposits and borrowings, which generally results in NIM compression. While Bancorp began to experience NIM expansion in the second half of the year after several quarters of compression, to the extent the yield curve remains flat or battles inversion, NIM growth could be challenged in 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Successfully funding loan growth will require us to manage liquidity in a cost-effective manner and could depend largely on our ability to raise and maintain deposits, which will present challenges in the current environment. While other sources of funding are available, they are typically more expensive than in-market deposit relationships and the extent to which they are utilized could increase our overall funding costs. |
| Column 1 | Column 2 |
|---|---|
| ● | Continued monetary policy changes by the FRB and the corresponding impact on local, national and global economic conditions could present numerous challenges in 2025. While recent projections indicate that the FRB will slow or halt interest rate reductions in 2025, the timing and magnitude of any future policy changes could have a significant impact on results in the coming year. |
| Column 1 | Column 2 |
|---|---|
| ● | While the economic outlook for 2025 is generally positive, expectations are regularly changing as new economic data becomes available. Further, a new presidential administration creates additional uncertainties, although many of the anticipated policy changes are expected to be fiscally expansionary. The resulting impact of new policies, or policy changes, implemented by the new administration, especially those concerning fiscal and tax policy, could affect general economic conditions, our business and that of our customers. |
| Column 1 | Column 2 |
|---|---|
| ● | Net loan growth will remain a top priority for us in 2025. This will be impacted by competition, prevailing interest rates, economic conditions, line of credit utilization and loan prepayments. We believe there is continued opportunity for loan growth in all of our markets. Our ability to deliver attractive loan growth over the long-term is critical to our overall success. |
| Column 1 | Column 2 |
|---|---|
| ● | The continued development of the relationships and opportunities in our newer markets remains a priority for 2025. The Company’s growing footprint has allowed us to provide broader product offerings, increased lending capabilities and an expanded branch delivery system to existing and prospective customers alike, creating solid growth opportunities and a larger platform for future expansion. Prioritizing the development of the opportunities afforded by recent acquisitions will play a major role in delivering strong operating results in the coming year. |
| Column 1 | Column 2 |
|---|---|
| ● | We derive significant non-interest income from WM&T services. Most of these fees are based upon the market value of AUM at respective period ends. Absent fixed income and equity market movements, growing this revenue stream may prove challenging, as competition to attract new customers and retain existing customers remains intense. Growth in market values of AUM and fees is dependent upon positive returns in the overall capital markets, which could be threatened should economic conditions worsen. We have no control over market volatility. |
| Column 1 | Column 2 |
|---|---|
| ● | We have experienced substantial increases in other non-interest income revenue streams over the past several years, such as treasury management fees, card income and brokerage services. A meaningful portion of this growth can be attributed to the customer bases acquired in recent years, as well as our exposure to newer markets. To the extent we have already successfully capitalized on the related opportunities, the growth experienced recently may trend back to more normal levels. Continuing to successfully grow our diversified non-interest revenue streams will be critical to our success in 2025. |
| Column 1 | Column 2 |
|---|---|
| ● | Over the past several years, our asset quality metrics have trended within a relatively low range, periodically exceeding benchmarks and reaching historically strong levels. We realize that current asset quality metrics remain solid and, recognizing the cyclical nature of the lending business and current economic conditions, we anticipate this trend will likely normalize over time. |
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Results of Operations
Net Interest Income - Overview
As is the case with most banks, Bancorp’s primary revenue sources are net interest income and fee income from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to overall profitability. Similarly, deposit volume is crucial to funding loans and rates paid on deposits directly impact profitability. New business volume is influenced by numerous economic factors including market interest rates, business spending, liquidity, consumer confidence and various competitive conditions within the marketplace. The discussion that follows is based on FTE net interest income data.
Interest income, yields and ratios on a FTE basis are considered non-U.S. GAAP financial measures. Management believes net interest income on a FTE basis provides insight into net interest margin for comparison purposes. The FTE basis also allows management to assess to comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a federal corporate income tax rate of 21%.
Comparative information regarding net interest income follows:
| As of and for the Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | 2022 | 2024 / 2023 | 2023 / 2022 | |||||||||||||||
| Net interest income | $ | 257,040 | $ | 247,332 | $ | 233,383 | 4 | % | 6 | % | ||||||||||
| Net interest income (FTE)* | 257,400 | 247,869 | 234,267 | 4 | % | 6 | % | |||||||||||||
| Net interest spread (FTE)* | 2.58 | % | 2.78 | % | 3.21 | % | (20) | bps | (43) | bps | ||||||||||
| Net interest margin (FTE)* | 3.31 | % | 3.39 | % | 3.35 | % | (8) | bps | 4 | bps | ||||||||||
| Average interest earning assets | $ | 7,778,600 | $ | 7,303,763 | $ | 6,987,365 | 7 | % | 5 | % | ||||||||||
| Average interest bearing liabilities | $ | 5,712,522 | $ | 5,052,106 | $ | 4,538,911 | 13 | % | 11 | % | ||||||||||
| Five year Treasury note rate at year end | 4.38 | % | 3.84 | % | 3.99 | % | 54 | bps | (15) | bps | ||||||||||
| Average five year Treasury note rate | 4.13 | % | 4.06 | % | 3.00 | % | 7 | bps | 106 | bps | ||||||||||
| Prime rate at year end | 7.50 | % | 8.50 | % | 7.50 | % | (100) | bps | 100 | bps | ||||||||||
| Average Prime rate | 8.31 | % | 8.20 | % | 4.85 | % | 11 | bps | 335 | bps | ||||||||||
| One month term SOFR at year end | 4.33 | % | 5.35 | % | 4.36 | % | (102) | bps | 99 | bps | ||||||||||
| Average one month term SOFR | 5.11 | % | 5.07 | % | 1.99 | % | 4 | bps | 308 | bps |
*See table titled, "Average Balance Sheets and Interest Rates (FTE)" for detail of Net interest income (FTE).
NIM and net interest spread calculations in the preceding table exclude the sold portion of certain participation loans, which totaled $2 million, $4 million and $5 million for the years ended December 31, 2024, 2023 and 2022, respectively. These sold loans are on Bancorp’s balance sheet as required by GAAP because Bancorp retains some form of effective control; however, Bancorp receives no interest income on the sold portion. These participation loans sold are excluded from NIM and spread analysis, because Bancorp believes it provides a more accurate depiction of loan portfolio performance.
At December 31, 2024, Bancorp’s loan portfolio consisted of approximately 67% fixed and 33% variable rate loans. At inception, most of Bancorp’s fixed rate loans are priced in relation to the five year treasury note. Bancorp’s variable rate loans are typically indexed to either Prime or one month term SOFR, generally repricing as those rates change. At December 31, 2024, approximately 59% and 41% of Bancorp’s variable rate loan portfolio was indexed to Prime and SOFR, respectively.
Prime rate, the five year Treasury note rate, and one month term SOFR are included in the preceding table to provide a general indication of the interest rate environment Bancorp has operated in during the past three years, a period marked by dramatic changes in interest rates. In March 2022, the FRB began a rate hike strategy aimed at taming inflation, which had reached its highest levels in decades, and exiting the near-zero interest rate environment of the pandemic era. This resulted in the FFTR being increased a total of 525 basis points in just under a year and a half, taking it from a range of 0.00% - 0.25% to a range of 5.25% - 5.50% by July 2023. Prime increased from 3.25% to 8.50% over this same period.
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Interest rates remained at these levels until September 2024, when the FRB implemented its first rate reduction in over four years, beginning its attempt to avoid recession and pilot a “soft landing,” with three separate decreases of the FFTR over the final four months of year, ultimately lowering the FFTR a total of 100 bps. The FFTR stood at a range of 4.25% - 4.50%, and Prime at 7.50%, as of December 31, 2024.
Bancorp experienced significant benefit from the rate increases enacted in 2022, as the majority of Bancorp’s variable rate loans rose above their 4.00% floors and deposit rates remained relatively low. However, as interest rates continued to rise in 2023, the positive impact rising rates had on the loan portfolio began to be offset by higher deposit rates stemming from intense pricing pressure and competition, which began to drive NIM compression. While this trend continued into 2024, significant average loan growth and the benefit of higher rates upon average interest earning assets eventually managed to outpace rising funding costs in the latter half of the year, as deposit cost expansion began to moderate.
While recent projections indicate that the FRB will slow or halt interest rate reductions in 2025, Bancorp expects ongoing pricing pressure/competition for both loans and deposits and general liquidity management to be the primary challenges to NIM and net interest income growth in 2025.
Discussion of 2024 vs 2023:
Net interest spread (FTE) and NIM (FTE) were 2.58% and 3.31%, for the year ended December 31, 2024, compared to 2.78% and 3.39% for the prior year, respectively. NIM during the year ended December 31, 2024 was significantly impacted by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The higher interest rate environment that has served to benefit interest-earning assets simultaneously drove NIM compression, as the cost of deposits and other funding sources rose. While the FFTR was reduced a total of 100 bps to a range of 4.25% - 4.50% over the last 4 months of 2024, it had previously remained at a range of 5.25% - 5.50% since mid-2023, resulting in an inverted interest rate yield curve for an extended period of time. Although it improved some during the year, it remains to be seen how FRB rate actions will impact the interest rate yield curve in 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Pricing pressure/competition for deposits drove a significant increase in the cost of funds and shift in Bancorp’s deposit mix, as depositors sought higher yielding deposit alternatives. While expansion of the cost of funding has moderated in tandem with interest rate decreases, lower liquidity levels within the banking industry generally may continue to drive pricing pressure/competition for deposits. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Significant loan growth over the past 12 months has positively impacted interest income and average interest-earning asset growth, which Bancorp elected to fund with deposit and non-deposit sources, namely scheduled investment security maturities and FHLB borrowings. |
Net interest income (FTE) increased $9.5 million, or 4%, for the year December 31, 2024 compared to the prior year, as significant average loan growth and the benefit of higher yields upon average interest earning assets managed to outpace rising funding costs stemming from intense pricing pressure/competition for deposits and increased borrowing activity.
Total average interest earning assets increased $475 million, or 7%, for the year ended December 31, 2024, as compared to the prior year, attributed to substantial average loan growth that was partially offset by a decline in average investment securities associated with scheduled maturities and normal amortization. As a result of a higher interest rate environment, the average rate earned on total interest earning assets climbed 56 bps to 5.31%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loan balances increased $663 million, or 12%, for the year ended December 31, 2024, compared to the prior year, driven by contributions from every loan category and every market. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities declined $205 million, or 12%, for the year ended December 31, 2024 compared to the prior year, mainly the result of significant scheduled maturities within the treasury portfolio, and to a lesser extent, normal amortization activity. This activity has benefitted interest-earning asset yields and overall NIM, as the low-yielding treasury security maturities shifted into higher-yielding interest-bearing cash and ultimately helped fund Bancorp’s substantial loan growth. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances increased $14 million, or 8%, for the year ended December 31, 2024, as a result of the previously mentioned liquidity provided by the investment securities portfolio and increased FHLB borrowing activity, which was partially offset by loan funding. |
Total interest income (FTE) increased $66.0 million, or 19%, to $413.2 million for the year ended December 31, 2024, as compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income (FTE) on loans increased $67.2 million, or 22%, to $369.6 million for the year ended December 31, 2024, compared to the prior year, driven by the higher rate environment and significant average loan growth. The yield on the overall loan portfolio increased 49 bps to 6.07% for the year ended December 31, 2024 compared to 5.58% for the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consistent with the decline in average investment securities, there was a $2.8 million, or 8%, decrease in interest income (FTE) on the portfolio for the year ended December 31, 2024 compared to the prior year. The corresponding yield on the portfolio increased 10 bps, or 5%, to 2.15% for the year ended December 31, 2024, compared to 2.05% for the prior year, due to the maturity of lower-yielding treasury securities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on FFS and interest bearing due from bank balances increased $845,000, or 10%, for the year ended December 31, 2024, stemming mainly from the higher FFTR experienced for most of the year. The yield on these assets increased 7 bps to 5.19% for the year ended December 31, 2024 compared to the prior year. |
Total average interest bearing liabilities increased $660 million, or 13%, to $5.71 billion for the year ended December 31, 2024 compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $545 million, or 12%, for the year ended December 31, 2024 compared to prior year. Bancorp experienced a $358 million, or 49%, increase in average time deposits and a $144 million, or 13%, increase in average money market deposits compared to the prior year period, as a result of depositors seeking higher-yielding deposit products in the higher rate environment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances increased $89 million, or 32%, for the year ended December 31, 2024 compared to the prior year. In an effort to secure longer-term funding at a more favorable rate, Bancorp began utilizing a $200 million term advance in conjunction with three separate interest rate swaps of varying maturities during 2023. An additional interest rate swap was added during 2024 for the same purpose, bringing the total related advances to $300 million as of December 31, 2024. Bancorp also utilized overnight borrowings more heavily in 2024 to fund loan growth and manage deposit fluctuations. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average SSUAR increased $31 million, or 25%, for the year ended December 31, 2024 compared to the prior year, as customers were attracted to the collateralized protection provided by this product. |
Total interest expense increased $56.5 million, or 57%, for the year ended December 31, 2024 compared to the prior year, driven by a significant rise in rates paid on deposits and increased borrowing activity. As a result, the cost of interest bearing liabilities increased 76 bps to 2.73% for the year ended December 31, 2024 compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense increased $52.0 million, or 64%, as a result of deposit rate increases, $38.3 million of which was attributed to time deposit and money market deposits, as customers continued to shift to higher-yielding deposit products. This activity resulted in an 82 bps increase in the cost of interest bearing deposits for the year ended December 31, 2024 compared to the prior year. While Bancorp expects pricing pressure/competition to continue into the coming quarters, the pace of deposit cost expansion began to moderate in the second half of 2024. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on FHLB borrowings increased $3.7 million, or 29%, for the year ended December 31, 2024, as compared to the prior year, driven by both increased borrowing activity and higher costs associated with overnight borrowings. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on SSUAR increased $1.3 million, or 64%, for the year ended December 31, 2024 compared to the prior year, consistent with average balance growth and rising rates. |
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Discussion of 2023 vs 2022:
Net interest spread (FTE) and NIM (FTE) were 2.78% and 3.39%, for the year ended December 31, 2023 compared to 3.21% and 3.35% for the year ended December 31, 2022, respectively. NIM during the year ended December 31, 2023 was significantly impacted by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The rapidly rising interest rate environment that has evolved from the sustained, pandemic-driven lows experienced beginning in 2020. The FFTR was lowered to a range of 0% - 0.25% in March of 2020, which resulted in Prime dropping to 3.25%, where it remained until the FRB’s first hike in mid-March 2022. The FFTR stood at a range of 5.25% - 5.50%, and Prime at 8.50%, as of December 31, 2023, as a result of aggressive interest rate action from the FRB during 2022 and 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The positive impact of rising interest rates on interest-earning assets, which drove a substantial increase in interest income across all interest-earning asset categories. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A significant increase in the cost of funds, as depositors migrated to higher yielding deposit alternatives, competition for deposits intensified and Bancorp’s borrowing activity increased, which partially offset the growth of yields on interest-earning assets noted above. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Balance sheet expansion stemming from both organic growth and the full year impact of acquisition-related activity for the year ended December 31, 2023 compared to the prior year. |
Net interest income (FTE) increased $13.6 million, or 6%, for the year ended December 31, 2023 compared to the same period of 2022, attributed largely to significant organic loan growth, the full year impact of acquisition-related activity and the benefits of a rising interest rate environment, which more than offset rising funding costs.
Total average interest earning assets increased $316 million, or 5%, to $7.30 billion for the year ended December 31, 2023, as compared to year ended December 31, 2022, with the average rate earned on total interest earning assets increasing 114 bps to 4.75%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loan balances increased $604 million, or 13%, for the year ended December 31, 2023, compared to the prior year. Average non-PPP loan growth of $648 million, or 14%, was driven by strong organic growth and the full year impact of acquisition-related activity, which was partially offset by a $44 million, or 83%, decline in average PPP loan balances resulting from SBA forgiveness activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities grew $17 million, or 1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, attributed to a combination of strategically deploying excess liquidity through further investment and the full year impact of acquisition-related activity, which was partially offset by normal amortization and maturity activity. Investment security purchases during 2023 were minimal. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances decreased $313 million, or 66%, for the year ended December 31, 2023, as loan growth and average total deposit contraction led to lower levels of liquidity compared to the prior year. |
Total interest income (FTE) increased $94.7 million, or 37%, to $347.2 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income (FTE) on loans increased $85.7 million, or 40%, to $302.4 million for the year ended December 31, 2023, compared to the prior year, driven by the rising rate environment and both organic and acquisition-related growth, which more than offset a $4.6 million, or 95%, decline in PPP-related income. The yield on the overall loan portfolio increased 108 bps to 5.58% for the year ended December 31, 2023, compared to 4.50% for the year ended December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Growth in average investment securities led to a $5.5 million, or 19%, increase in interest income (FTE) for the year ended December 31, 2023 compared to the prior year, driving a 30 bps, or 17%, increase in the corresponding yield on the investment portfolio. The increased yield on the investment securities portfolio was driven by the benefit of investments purchased in the prior year once rates began to rise and the continued amortization and maturity of lower-yielding securities. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on FFS and interest bearing due from bank balances increased $2.4 million, or 40%, for the year ended December 31, 2023, as rising short-term interest rates more than offset a $313 million decline in related average balances. The yield on these assets increased 386 bps to 5.12% for the year ended December 31, 2023 compared to the same period of 2022, stemming from the dramatic increase in the FFTR over the preceding year. |
Total average interest bearing liabilities increased $513.2 million, or 11%, to $5.05 billion for the year ended December 31, 2023 compared with the year ended December 31, 2022, with the total average cost increasing 157 bps to 1.97%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $223 million, or 5%, for the year ended December 31, 2023 compared to the prior year. The increase stemmed mainly from an increase in time deposits during 2023 attributed to general customer migration to higher-yielding deposit alternatives and Bancorp’s promotional offerings, which has been partially offset by contraction in other interest bearing deposit categories. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances totaled $280 million for the year ended December 31, 2023. Bancorp utilized overnight borrowings during 2023 based on changing liquidity needs. Bancorp also utilized rolling term advances in conjunction with three separate interest rate swaps during the year ended December 31, 2023 in an effort to secure longer-term funding at a more favorable rate. The minimal FHLB advance activity that occurred in the prior year was the result of utilizing a one-week cash management advance at year-end for short-term liquidity purposes, which represented the only FHLB advance used during 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average subordinated debentures totaled $26.6 million for the year ended December 31, 2023. The subordinated debentures were added as a result of the CB acquisition during the first quarter of 2022. |
Total interest expense increased $81.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, driven by substantial deposit rate increases and increased borrowing activity, and to a lesser extent, acquisition-related expansion. As a result, the cost of interest bearing liabilities increased 157 bps to 1.97% for the year ended December 31, 2023 compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense increased $65.2 million, mainly as a result aforementioned deposit rate increases, resulting in a 140 bps increase in the cost of interest bearing deposits for the year ended December 31, 2023 compared to the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense of $12.8 million was recorded in relation to FHLB borrowings for the year ended December 31, 2023, driven by the increased borrowing activity previously noted. Interest expense of $12,000 was recorded for the year ended December 31, 2022, which stemmed entirely from a one-week cash management advance utilized at year-end. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense totaling $2.2 million was recorded for the year ended December 31, 2023, as a result of the subordinated debentures added through the prior year acquisition, approximately $397,000 stemming from purchase accounting-related mark-to-market amortization. Interest expense totaling $1.1 million was recorded for the year ended December 31, 2022, $331,000 stemming from the purchase accounting-related mark-to-market amortization. |
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Average Balance Sheets and Interest Rates (FTE)
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Average | Average | Average | Average | Average | |||||||||||||||||||||||||||||||
| Years ended December 31, (dollars in thousands) | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | |||||||||||||||||||||||||||
| Interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 178,252 | $ | 9,256 | 5.19 | % | $ | 164,314 | $ | 8,411 | 5.12 | % | $ | 477,341 | $ | 6,018 | 1.26 | % | ||||||||||||||||||
| Mortgage loans held for sale | 5,508 | 232 | 4.21 | 6,822 | 211 | 3.09 | 8,835 | 190 | 2.15 | |||||||||||||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||||||||||||||
| Taxable | 1,404,272 | 29,896 | 2.13 | 1,602,335 | 32,706 | 2.04 | 1,594,942 | 27,302 | 1.71 | |||||||||||||||||||||||||||
| Tax-exempt | 78,400 | 1,943 | 2.48 | 85,304 | 1,957 | 2.29 | 75,382 | 1,851 | 2.46 | |||||||||||||||||||||||||||
| Total securities | 1,482,672 | 31,839 | 2.15 | 1,687,639 | 34,663 | 2.05 | 1,670,324 | 29,153 | 1.75 | |||||||||||||||||||||||||||
| Federal Home Loan Bank stock | 26,386 | 2,306 | 8.74 | 22,123 | 1,560 | 7.05 | 11,741 | 505 | 4.30 | |||||||||||||||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | 3,496 | 35 | 1.00 | 8,877 | 242 | 2.73 | 52,704 | 4,798 | 9.10 | |||||||||||||||||||||||||||
| Non-PPP loans | 6,082,286 | 369,571 | 6.08 | 5,413,988 | 302,146 | 5.58 | 4,766,420 | 211,872 | 4.45 | |||||||||||||||||||||||||||
| Total loans | 6,085,782 | 369,606 | 6.07 | 5,422,865 | 302,388 | 5.58 | 4,819,124 | 216,670 | 4.50 | |||||||||||||||||||||||||||
| Total interest earning assets | 7,778,600 | 413,239 | 5.31 | 7,303,763 | 347,233 | 4.75 | 6,987,365 | 252,536 | 3.61 | |||||||||||||||||||||||||||
| Less allowance for credit losses on loans | 84,390 | 78,352 | 65,672 | |||||||||||||||||||||||||||||||||
| Non-interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 74,148 | 80,061 | 90,481 | |||||||||||||||||||||||||||||||||
| Premises and equipment, net | 111,975 | 102,895 | 106,631 | |||||||||||||||||||||||||||||||||
| Bank owned life insurance | 88,073 | 85,746 | 68,325 | |||||||||||||||||||||||||||||||||
| Goodwill | 194,074 | 194,074 | 188,949 | |||||||||||||||||||||||||||||||||
| Accrued interest receivable and other | 214,259 | 87,387 | 62,801 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 8,376,739 | $ | 7,775,574 | $ | 7,438,880 | ||||||||||||||||||||||||||||||
| Interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||||||||||||||
| Interest bearing demand | $ | 2,376,181 | $ | 48,065 | 2.02 | % | $ | 2,277,001 | $ | 34,262 | 1.50 | % | $ | 2,218,416 | $ | 9,186 | 0.41 | % | ||||||||||||||||||
| Savings | 426,615 | 1,187 | 0.28 | 483,245 | 1,308 | 0.27 | 538,971 | 638 | 0.12 | |||||||||||||||||||||||||||
| Money market | 1,259,356 | 38,776 | 3.08 | 1,115,331 | 24,077 | 2.16 | 1,140,025 | 5,284 | 0.46 | |||||||||||||||||||||||||||
| Time | 1,091,037 | 45,513 | 4.17 | 732,998 | 21,938 | 2.99 | 487,981 | 1,304 | 0.27 | |||||||||||||||||||||||||||
| Total interest bearing deposits | 5,153,189 | 133,541 | 2.59 | 4,608,575 | 81,585 | 1.77 | 4,385,393 | 16,412 | 0.37 | |||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 154,387 | 3,432 | 2.22 | 123,111 | 2,087 | 1.70 | 122,154 | 567 | 0.46 | |||||||||||||||||||||||||||
| Federal funds purchased | 8,812 | 471 | 5.34 | 13,794 | 689 | 4.99 | 9,357 | 154 | 1.65 | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 369,331 | 16,444 | 4.45 | 280,068 | 12,768 | 4.56 | 274 | 12 | 4.38 | |||||||||||||||||||||||||||
| Subordinated debentures | 26,803 | 1,951 | 7.28 | 26,558 | 2,235 | 8.42 | 21,733 | 1,124 | 5.17 | |||||||||||||||||||||||||||
| Total interest bearing liabilities | 5,712,522 | 155,839 | 2.73 | 5,052,106 | 99,364 | 1.97 | 4,538,911 | 18,269 | 0.40 | |||||||||||||||||||||||||||
| Non-interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Non-interest bearing demand deposits | 1,504,844 | 1,763,157 | 2,053,213 | |||||||||||||||||||||||||||||||||
| Accrued interest payable and other | 262,402 | 158,718 | 107,958 | |||||||||||||||||||||||||||||||||
| Total liabilities | 7,479,768 | 6,973,981 | 6,700,082 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 896,971 | 801,593 | 738,798 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholder's equity | $ | 8,376,739 | $ | 7,775,574 | $ | 7,438,880 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 257,400 | $ | 247,869 | $ | 234,267 | ||||||||||||||||||||||||||||||
| Net interest spread | 2.58 | % | 2.78 | % | 3.21 | % | ||||||||||||||||||||||||||||||
| Net interest margin | 3.31 | % | 3.39 | % | 3.35 | % |
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Supplemental Information - Total Company Average Balance Sheets and Interest Rates (FTE)
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average loan balances include the principal balance of non-accrual loans, as well as unearned income such as loan premiums, discounts, fees/costs and exclude participation loans accounted for as secured borrowings. Participation loans averaged $3 million, $4 million and $5 million for the years ended December 31, 2024, 2023 and 2022, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on a FTE basis includes additional amounts of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal taxes yielding the same after-tax income. Interest income on municipal securities and tax-exempt loans has been calculated on a FTE basis using a federal income tax rate of 21%. Approximate tax equivalent adjustments to interest income were $360,000, $537,000 and $884,000 for the years ended December 31, 2024, 2023 and 2022, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income includes loan fees of $6.3 million ($35,000 associated with the PPP), $5.2 million ($242,000 associated with the PPP) and $10.3 million ($4.2 million associated with the PPP) for the years ended December 31, 2024, 2023 and 2022, respectively. Interest income on loans may be impacted by the level of prepayment fees collected and net accretion income related to loans purchased. Net accretion income/ (amortization expense) related to acquired loans totaled $2.2 million, $2.4 million and $2.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income, the most significant component of Bancorp's earnings, represents total interest income less total interest expense. The level of net interest income is determined by mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and changes in interest rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | NIM represents net interest income on a FTE basis as a percentage of average interest earning assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest spread (FTE) is the difference between taxable equivalent rates earned on interest earning assets less the cost of interest bearing liabilities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The fair market value adjustment on investment securities resulting from ASC 320, Investments – Debt and Equity Securities is included as a component of other assets. |
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The following table illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Bancorp’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Tax-equivalent adjustments are based on a federal income tax rate of 21%. The change in interest due to both rate and volume has been allocated to the change due to rate and the change due to volume in proportion to the relationship of the absolute dollar amounts of the change in each.
Rate/Volume Analysis (FTE)
| Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compared to | Compared to | |||||||||||||||||||||||
| Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||||||||||||||||
| Total Net | Increase (Decrease) Due to | Total Net | Increase (Decrease) Due to | |||||||||||||||||||||
| (in thousands) | Change | Rate | Volume | Change | Rate | Volume | ||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 845 | $ | 123 | $ | 722 | $ | 2,393 | $ | 8,471 | $ | (6,078 | ) | |||||||||||
| Mortgage loans held for sale | 21 | 67 | (46 | ) | 21 | 71 | (50 | ) | ||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||
| Taxable | (2,810 | ) | 1,362 | (4,172 | ) | 5,404 | 5,277 | 127 | ||||||||||||||||
| Tax-exempt | (14 | ) | 151 | (165 | ) | 106 | (127 | ) | 233 | |||||||||||||||
| Federal Home Loan Bank stock | 746 | 413 | 333 | 1,055 | 443 | 612 | ||||||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | (207 | ) | (111 | ) | (96 | ) | (4,556 | ) | (2,083 | ) | (2,473 | ) | ||||||||||||
| Non-PPP Loans | 67,425 | 28,206 | 39,219 | 90,274 | 58,935 | 31,339 | ||||||||||||||||||
| Total interest income | 66,006 | 30,211 | 35,795 | 94,697 | 70,987 | 23,710 | ||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||
| Interest bearing demand | 13,803 | 12,253 | 1,550 | 25,076 | 24,827 | 249 | ||||||||||||||||||
| Savings | (121 | ) | 36 | (157 | ) | 670 | 742 | (72 | ) | |||||||||||||||
| Money market | 14,699 | 11,282 | 3,417 | 18,793 | 18,910 | (117 | ) | |||||||||||||||||
| Time | 23,575 | 10,523 | 13,052 | 20,634 | 19,666 | 968 | ||||||||||||||||||
| Total interest bearing deposits | 51,956 | 34,094 | 17,862 | 65,173 | 64,145 | 1,028 | ||||||||||||||||||
| Securities sold under agreements to repurchase | 1,345 | 741 | 604 | 1,520 | 1,516 | 4 | ||||||||||||||||||
| Federal funds purchased | (218 | ) | 45 | (263 | ) | 535 | 434 | 101 | ||||||||||||||||
| Federal Home Loan Bank advances | 3,676 | (305 | ) | 3,981 | 12,756 | 1 | 12,755 | |||||||||||||||||
| Subordinated debt | (284 | ) | (304 | ) | 20 | 1,111 | 821 | 290 | ||||||||||||||||
| Total interest expense | 56,475 | 34,271 | 22,204 | 81,095 | 66,917 | 14,178 | ||||||||||||||||||
| Net interest income | $ | 9,531 | $ | (4,060 | ) | $ | 13,591 | $ | 13,602 | $ | 4,070 | $ | 9,532 |
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Asset/Liability Management and Interest Rate Risk
Managing interest rate risk is fundamental for the financial services industry. The primary objective of interest rate risk management is to neutralize effects of interest rate changes on net income. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity with the goal of optimizing net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.
Interest Rate Simulation Sensitivity Analysis
Bancorp uses an earnings simulation model to estimate and evaluate the impact of an immediate change in interest rates on earnings in a one-year forecast. The simulation model is designed to reflect dynamics of interest earning assets and interest bearing liabilities. By estimating effects of interest rate fluctuations, the model can approximate interest rate risk exposure. This simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and may not indicate actual or expected results.
The results of the interest rate sensitivity analysis performed as of December 31, 2024 were derived from conservative assumptions Bancorp uses in its model, particularly in relation to deposit betas, which measure how responsive management’s deposit repricing may be to changes in market rates based on historical data. Management uses different betas in the rising and falling rate scenarios in an effort to best simulate expected earnings trends.
Bancorp’s interest rate sensitivity analysis details that increases in interest rates of 100 and 200 bps would have a positive effect on net interest income, while decreases in interest rates of 100 and 200 bps would have a negative impact. These results depict a slightly asset-sensitive interest rate risk profile. The increase in net interest income in the rising rate scenarios is primarily due to variable rate loans and short-term investments repricing more quickly than deposits and short-term borrowings. Net interest income decreases in the falling rate scenarios because rates on non-maturity deposits cannot be lowered sufficiently to offset the decline in interest income associated with assets that immediately reprice as rates fall.
| -200 | -100 | +100 | +200 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Basis Points | Basis Points | Basis Points | Basis Points | |||||||||||||
| % Change from base net interest income at December 31, 2024 | -5.28 | % | -2.77 | % | 3.80 | % | 7.51 | % |
Bancorp’s loan portfolio is currently composed of approximately 67% fixed and 33% variable rate loans, with the fixed rate portion pricing generally based on a spread to the five year treasury note at the time of origination and the variable portion pricing based on an on-going spread to Prime (approximately 60%) or one month term SOFR (approximately 40%).
Periodically, Bancorp enters into interest rate swap transactions with borrowers who desire to hedge exposure to rising interest rates, while at the same time entering into an offsetting interest rate swap, with substantially matching terms, with another approved independent counterparty. These are undesignated derivative instruments and are recognized on the balance sheet at fair value, with changes in fair value recorded in other non-interest income as interest rates fluctuate. Because of matching terms of offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings and are therefore not included in the simulation analysis results above. For additional information see the footnote titled “Assets and Liabilities Measured and Reported at Fair Value.”
In addition, Bancorp periodically uses derivative financial instruments as part of its interest rate risk management, including interest rate swaps. These interest rate swaps are designated as cash flow hedges as described in the footnote titled “Derivative Financial Instruments.” For these derivatives, the effective portion of gains or losses is reported as a component of OCI and is subsequently reclassified into earnings as an adjustment to interest expense in periods in which the hedged forecasted transaction affects earnings.
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Provision for Credit Losses
Provision for credit losses on loans at December 31, 2024 represents the amount of expense that, based on Management’s judgment, is required to maintain the ACL for loans at an appropriate level under the CECL model. The determination of the amount of the ACL for loans is complex and involves a high degree of judgment and subjectivity. See the footnote titled “Summary of Significant Accounting Policies” for detailed discussion regarding Bancorp’s ACL methodology by loan segment.
An analysis of the changes in the ACL on loans, including provision, and selected ratios follow:
| As of and for the years ended December 31, (dollars in thousands) | 2024 | 2023 | 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance | $ | 79,374 | $ | 73,531 | $ | 53,898 | ||||||
| Acquired PCD loans (goodwill adjustment) | — | — | 9,950 | |||||||||
| Adjusted beginning balance - ACL on loans | 79,374 | 73,531 | 63,848 | |||||||||
| Provision for credit losses on loans | 8,800 | 12,471 | 5,253 | |||||||||
| Provision for credit losses on loans - acquired loans | — | — | 4,429 | |||||||||
| Total provision for credit losses on loans | 8,800 | 12,471 | 9,682 | |||||||||
| Total charge-offs | (2,776 | ) | (7,512 | ) | (2,307 | ) | ||||||
| Total recoveries | 1,545 | 884 | 2,308 | |||||||||
| Net loan (charge-offs) recoveries | (1,231 | ) | (6,628 | ) | 1 | |||||||
| Ending balance | $ | 86,943 | $ | 79,374 | $ | 73,531 | ||||||
| Average total loans | $ | 6,085,782 | $ | 5,422,865 | $ | 4,819,124 | ||||||
| Provision for credit losses on loans to average total loans (1) | 0.14 | % | 0.23 | % | 0.20 | % | ||||||
| Net loan (charge-offs) recoveries to average total loans (1) | -0.02 | % | -0.12 | % | 0.00 | % | ||||||
| ACL on loans to total loans | 1.33 | % | 1.38 | % | 1.41 | % | ||||||
| ACL on loans to average total loans | 1.43 | % | 1.46 | % | 1.53 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Ratios are not annualized. |
Discussion of 2024 vs 2023:
The ACL for loans totaled $87 million as of December 31, 2024 compared to $79 million at December 31, 2023, representing an ACL to total loans ratio of 1.33% and 1.38% for the respective periods.
Provision expense for credit losses on loans of $8.8 million was recorded for the year ended December 31, 2024, which was driven mainly by strong loan growth, net charge offs of $1.2 million, and to a much lesser extent, an improved unemployment forecast and other factors within the CECL model.
Provision expense for credit losses on loans of $12.5 million was recorded for the year ended December 31, 2023. In addition to strong loan growth, a flat unemployment forecast and other factors within the CECL allowance model, provision expense for the year ended December 31, 2023 was impacted significantly by net charge offs of $6.6 million. Net charge off activity for the year ended December 31, 2023 was attributed mainly to the charge off of two isolated and unrelated C&I relationships, one of which was fully reserved for in a prior period.
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced an increase between December 31, 2023 and December 31, 2024. Provision expense of $925,000 was recorded for the year ended December 31, 2024, driven largely by an increase in expected future utilization within the C&D portfolio. The ACL for off balance sheet credit exposures totaled $6.8 million as of December 31, 2024.
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Provision for credit loss expense for off balance sheet credit exposures of $1.3 million was recorded for the year ended December 31, 2023, driven largely by the addition of new C&D and C&I lines of credit. The ACL for off balance sheet credit exposures totaled $5.9 million as of December 31, 2023.
Bancorp’s loan portfolio is well-diversified with no significant concentrations of credit. Geographically, most loans are extended to borrowers in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio metropolitan markets. The adequacy of the ACL is monitored on an ongoing basis and it is the opinion of management that the balance of the ACL at December 31, 2024 is adequate to absorb probable losses inherent in the loan portfolio as of the financial statement date.
Discussion of 2023 vs 2022:
The ACL for loans totaled $79 million as of December 31, 2023 compared to $74 million at December 31, 2022, representing an ACL to total loans ratio of 1.38% and 1.41% for those periods, respectively. Based on the 100% SBA guarantee of the PPP loan portfolio, which totaled $4 million at December 31, 2023 and $19 million at December 31, 2022, Bancorp did not reserve for potential losses for these loans within the ACL.
Provision expense for credit losses on loans of $12.5 million was recorded for the year ended December 31, 2023. In addition to strong loan growth, a flat unemployment forecast and other factors within the CECL allowance model, provision expense for the year ended December 31, 2023 was driven by net charge offs $6.6 million. Elevated net charge off activity for the year ended December 31, 2023 was attributed mainly to the charge off of two isolated and unrelated C&I relationships, one of which was fully reserved for in a prior period.
Provision expense (excluding acquisition-related activity) of $5.3 million was recorded for the year ended December 31, 2022. Significant loan growth, inflation and recession-based increases in the projected unemployment rate forecast, along with qualitative factor updates related to the potential impact of rising rates on the C&I portfolio, were the main drivers of expense within the CECL model for 2022. Further, net charge off/recovery activity for the year ended December 31, 2022 was minimal.
Credit loss expense recorded for the acquired CB loan portfolio totaled $4.4 million in 2022, bringing total provision for credit losses on loans to $9.7 million for the year. Further, the ACL for loans was also increased $10 million as a result of the PCD loan portfolio added through the CB acquisition during the first quarter of 2022, with the corresponding offset recorded to goodwill (as opposed to provision expense).
The ACL for off balance sheet credit exposures also increased between December 31, 2022 and December 31, 2023. Provision for credit loss expense for off balance sheet credit exposures of $1.3 million was recorded for the year ended December 31, 2023, driven largely by the addition of new C&D and C&I lines of credit. The ACL for off balance sheet credit exposures totaled $5.9 million as of December 31, 2023.
Provision for credit loss expense for off balance sheet credit exposures (excluding acquisition-related activity) of $575,000 was recorded for the year ended December 31, 2022, driven largely by the addition of new lines of credit, and thus increased availability, within the C&D portfolio. The ACL for off balance sheet credit exposures was also increased $500,000 during the first quarter of 2022 as a result of the CB acquisition, with the offset recorded to goodwill (as opposed to provision expense). The ACL for off balance sheet credit exposures totaled $4.5 million as of December 31, 2022.
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Non-Interest Income
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 / 2023 | 2023 / 2022 | ||||||||||||||||||||||||||
| Years Ended December 31, | 2024 | 2023 | 2022 | $ | % | $ | % | |||||||||||||||||||||
| Wealth management and trust services | $ | 42,843 | $ | 39,802 | $ | 36,111 | $ | 3,041 | 8 | % | $ | 3,691 | 10 | % | ||||||||||||||
| Deposit service charges | 8,906 | 8,866 | 8,286 | 40 | 0 | 580 | 7 | |||||||||||||||||||||
| Debit and credit card income | 20,082 | 19,438 | 18,623 | 644 | 3 | 815 | 4 | |||||||||||||||||||||
| Treasury management fees | 11,064 | 10,033 | 8,590 | 1,031 | 10 | 1,443 | 17 | |||||||||||||||||||||
| Mortgage banking income | 3,858 | 3,705 | 3,210 | 153 | 4 | 495 | 15 | |||||||||||||||||||||
| Loss on sale of securities AFS | — | (44 | ) | — | 44 | NM | (44 | ) | NM | |||||||||||||||||||
| Net investment products sales commissions and fees | 3,571 | 3,205 | 3,063 | 366 | 11 | 142 | 5 | |||||||||||||||||||||
| Bank owned life insurance | 2,443 | 2,253 | 1,597 | 190 | 8 | 656 | 41 | |||||||||||||||||||||
| Gain (loss) on sale of premises and equipment | (100 | ) | (30 | ) | 4,341 | (70 | ) | 233 | (4,371 | ) | NM | |||||||||||||||||
| Other | 2,563 | 4,992 | 5,328 | (2,429 | ) | (49 | ) | (336 | ) | (6 | ) | |||||||||||||||||
| Total non-interest income | $ | 95,230 | $ | 92,220 | $ | 89,149 | $ | 3,010 | 3 | % | $ | 3,071 | 3 | % |
Discussion of 2024 vs 2023:
Total non-interest income increased $3.0 million, or 3%, for the year ended December 31, 2024 compared to the same period of 2023. Non-interest income comprised 27% of total revenue, defined as net interest income and non-interest income, for the years ended both December 31, 2024 and 2023, respectively. WM&T revenue comprised 45% of total non-interest income for the year ended December 31, 2024 compared to 43% for the same period of 2023, respectively.
WM&T Services:
The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. WM&T revenue increased $3.0 million, or 8%, for the year ended December 31, 2024, as compared with the same period of 2023, consistent with strong equity market appreciation and higher estate fee income, which more than offset a decline in net new business expansion.
Net new business refers to revenue generated from newly acquired customers, excluding revenue from upselling or cross-selling to existing active customers. It plays a crucial role in expanding Bancorp’s financial base and ensuring long-term sustainability and success. During the third quarter of 2024, the WM&T department experienced negative net new business for the first time in several years, driven in large part to attrition associated with employee retirements and market competition. Total WM&T revenue is currently projected to increase over the next twelve months, although not at levels experienced in the past, as projected moderate market growth would more than offset the potential negative impact from the previously mentioned attrition and an expected decline in non-recurring estate fees. Positions impacted by attrition have been filled and Bancorp expects WM&T to begin experiencing positive net new business in the coming quarters.
Recurring fees earned for managing accounts are based on a percentage of market value of AUM and are typically assessed on a monthly basis. Recurring fees, which generally comprise the vast majority of WM&T revenue, increased $2.6 million, or 7% for the year ended December 31, 2024, as compared with the same period of 2023. The increase was driven largely by equity market appreciation over the past year.
A portion of WM&T revenue, most notably estate and certain employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues corresponds with the related administrative activities. For this reason, such fees are subject to greater period over period fluctuation. Total non-recurring fees increased $432,000 for the year ended December 31, 2024, as compared with the same period of 2023, driven by increased estate fee income.
AUM, stated at market value, totaled $7.07 billion at December 31, 2024 compared with $7.16 billion at December 31, 2023. The decrease in AUM between December 31, 2023 and December 31, 2024 is attributed mainly to the previously mentioned decline in net new business.
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Contracts between WM&T and their customers do not permit performance-based fees and accordingly, none of the WM&T revenue is performance based. Management believes the WM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams.
Detail of WM&T Services Income by Account Type:
| (in thousands) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | 2024 | 2023 | 2022 | ||||||||
| Investment advisory | $ | 17,034 | $ | 15,639 | $ | 13,697 | |||||
| Personal trust | 14,584 | 14,048 | 13,213 | ||||||||
| Personal investment retirement | 7,675 | 6,858 | 6,186 | ||||||||
| Company retirement | 1,662 | 1,524 | 1,520 | ||||||||
| Foundation and endowment | 1,344 | 1,174 | 1,051 | ||||||||
| Custody and safekeeping | 238 | 292 | 310 | ||||||||
| Brokerage and insurance services | 29 | 11 | 67 | ||||||||
| Other | 277 | 256 | 67 | ||||||||
| Total WM&T services income | $ | 42,843 | $ | 39,802 | $ | 36,111 |
The preceding table demonstrates that WM&T fee revenue is concentrated within investment advisory and personal trust accounts. WM&T fees are predominantly based on AUM and tailored for individual/company accounts and/or relationships with fee structures customized based on account type and other factors, with larger relationships paying a lower percentage of AUM in fees. For example, recurring AUM fee structures are in place for investment management, irrevocable and revocable trusts, personal investment retirement accounts and accounts holding only fixed income securities. WM&T also provides company retirement plan services, which can consist of a one-time conversion fee with recurring AUM fees to follow. While there are also fee structures for estate settlements, income received is typically non-recurring in nature. Fee structures are agreed upon at the time of account opening and any subsequent revisions are communicated in writing to the customer. As previously mentioned, WM&T fees earned are not performance-based nor are they based on investment strategy or transactions.
Assets Under Management by Account Type:
Total AUM (not included on balance sheet) decreased from $7.16 billion at December 31, 2023 to $7.07 billion at December 31, 2024 as follows:
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Managed | Non-managed (1) | Total | Managed | Non-managed (1) | Total | |||||||||||||||||
| Investment advisory | $ | 2,645,233 | $ | 66,026 | $ | 2,711,259 | $ | 2,591,561 | $ | 72,028 | $ | 2,663,589 | |||||||||||
| Personal trust | 1,475,683 | 408,602 | 1,884,285 | 1,922,294 | 459,103 | 2,381,397 | |||||||||||||||||
| Personal investment retirement | 937,493 | 21,536 | 959,029 | 848,800 | 17,854 | 866,654 | |||||||||||||||||
| Company retirement | 54,626 | 679,539 | 734,165 | 57,486 | 510,294 | 567,780 | |||||||||||||||||
| Foundation and endowment | 497,890 | 7,383 | 505,273 | 471,609 | 23,413 | 495,022 | |||||||||||||||||
| Subtotal | $ | 5,610,925 | $ | 1,183,086 | $ | 6,794,011 | $ | 5,891,750 | $ | 1,082,692 | $ | 6,974,442 | |||||||||||
| Custody and safekeeping | — | 271,491 | 271,491 | — | 185,638 | 185,638 | |||||||||||||||||
| Total AUM | $ | 5,610,925 | $ | 1,454,577 | $ | 7,065,502 | $ | 5,891,750 | $ | 1,268,330 | $ | 7,160,080 |
(1) Non-managed assets represent those for which the WM&T department does not hold investment discretion.
As of December 31, 2024 and 2023, approximately 79% and 82%, respectively, of total AUM were actively managed. Company retirement plan accounts primarily consist of participant-directed assets. The amount of custody and safekeeping accounts are insignificant to overall WM&T operations.
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Managed Trust AUM by Class of Investment:
| (in thousands) | December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|---|
| Interest bearing deposits | $ | 460,521 | $ | 442,820 | |||
| Treasury and government agency obligations | 194,461 | 240,848 | |||||
| State, county and municipal obligations | 341,940 | 297,314 | |||||
| Money market mutual funds | 36,657 | 68,617 | |||||
| Equity mutual funds | 1,183,611 | 1,225,210 | |||||
| Other mutual funds - fixed, balanced and municipal | 561,218 | 551,141 | |||||
| Other notes and bonds | 167,548 | 199,146 | |||||
| Common and preferred stocks | 2,437,672 | 2,474,186 | |||||
| Common trust funds and collective investment funds | - | 84,996 | |||||
| Real estate mortgages | 167 | 373 | |||||
| Real estate | 42,250 | 40,224 | |||||
| Other miscellaneous assets (1) | 184,880 | 266,875 | |||||
| Total managed assets | $ | 5,610,925 | $ | 5,891,750 |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes client directed instruments such as rights, warrants, annuities, insurance policies, unit investment trusts, and oil and gas rights. |
Managed assets are invested in instruments for which market values can be readily determined, the majority of which are sensitive to market fluctuations and consist of approximately 65% in equities and 35% in fixed income securities as of December 31, 2024, compared to 64% and 36% as of December 31, 2023. This composition has been relatively consistent from period to period.
Additional Sources of Non-interest income:
Deposit service charges, which consist of non-sufficient funds charges and to a lesser extent, other activity based charges, increased $40,000, or less than 1%, for the year ended December 31, 2024, as compared with the same period of 2023. Consistent with the banking industry generally, Bancorp has experienced a steady decline in the volume of fees earned on overdrawn checking accounts over the past several years. This trend has been driven by lower check presentment volume, which has in turn led to fewer overdrawn accounts in general. Further, Bancorp anticipates that future growth of this revenue stream could be significantly impacted by changing industry practices. Bancorp could be faced with strategic decisions surrounding deposit-related service charges in the future, which could negatively impact the contributions made by this, or similar, revenue streams.
Debit and credit card income consists of interchange revenue, ancillary fees and incentives received from card processors. Debit and credit card revenue increased $644,000, or 3%, for the year ended December 31, 2024, as compared with the same period of 2023, driven mainly by higher transaction volume. Total debit card income increased $174,000, or 1%, and total credit card income increased $470,000, or 8% for the year ended December 31, 2024, compared the same period of the prior year. While Bancorp generally expects this revenue stream to grow with continued expansion of the customer base, interchange rate compression and fluctuations in business and consumer spend levels could serve as challenges to future growth.
Treasury management fees primarily consist of fees earned for cash management services provided to commercial customers. This category continues to stand out as a consistent, growing source of revenue for Bancorp and increased $1.0 million, or 10%, for the year ended December 31, 2024, as compared with the same period of 2023, driven by customer base expansion, increased transaction volume, growing international services and new product sales. Bancorp anticipates this income category will continue to increase based on continued customer base growth and the expanding suite of services offered within Bancorp’s treasury management platform.
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Mortgage banking income primarily includes gains on sales of mortgage loans and net loan servicing income offset by MSR amortization. Bancorp’s mortgage banking department predominantly originates residential mortgage loans to be sold in the secondary market, primarily to FNMA and FHLMC. Bancorp offers conventional, VA, FHA and GNMA financing for purchases and refinances, as well as programs for first-time homebuyers. Interest rates on mortgage loans directly influence the volume of business transacted by the mortgage-banking department. Mortgage banking revenue increased $153,000, or 4%, for the year ended December 31, 2024, as compared with the same period of 2023, driven by an increase in origination volume in addition to slowing MSR amortization.
Net investment product sales commissions and fees are generated primarily on stock, bond and mutual fund sales, as well as wrap fees earned on brokerage accounts via an arrangement with a third party broker-dealer. Wrap fees represent charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management and are based on a percentage of account assets. Bancorp deploys its financial advisors primarily through its branch network, while larger managed accounts are generally serviced by Bancorp’s WM&T group. Net investment product sales commissions and fees increased $366,000, or 11%, for the year ended December 31, 2024 compared to the same period of 2023 consistent with organic growth and general market appreciation over the respective period.
BOLI assets represent the cash surrender value of life insurance policies on certain active and non-active employees who have provided consent for Bancorp to be the beneficiary for a portion of such policies. The related change in cash surrender value and any death benefits received under the policies are recorded as non-interest income and serves to offset the cost of various employee benefits. BOLI income increased $190,000, or 8%, for the year ended December 31, 2024 compared to the same period of the prior year, attributed to general market appreciation and a reallocation of investments within the policy plans over the past year.
Losses on the sale of premises and equipment totaling $100,000 were recorded for the year ended December 31, 2024 and were the result of sales/disposals of various nominal fixed assets. Activity for the prior year was the result of the sale of an acquired property in addition to other merger-related disposal activity.
Other non-interest income decreased $2.4 million, or 49%, for the year ended December 31, 2024 compared with the same period of 2023. The decrease was driven largely by Bancorp’s decision not to renew the Captive in late 2023, which contributed approximately $1.6 million of other non-interest income for the year ended December 31, 2023. Further, the prior year benefitted from a plethora of non-recurring activity, including higher swap fee income and gains on the sale of acquired VISA class B stock and an OREO property.
Discussion of 2023 vs 2022:
Total non-interest income increased $3.1 million, or 3%, for the year ended December 31, 2023 compared to the same period of 2022. Non-interest income comprised 27% and 28% of total revenue for the years ended December 31, 2023 and 2022, respectively. WM&T revenue comprised 43% of total non-interest income for the year ended December 31, 2023 compared to 41% for the same period of 2022, respectively. The year ended December 31, 2023 included a full 12 months of activity associated with the CB acquisition compared to approximately 10 months of such activity for the year ended December 31, 2022. In addition, a large gain recorded in relation to the sale of acquired properties benefitted the year ended December 31, 2022.
WM&T revenue increased $3.7 million, or 10%, for the year ended December 31, 2023 as compared with the same period of 2022, consistent with new business development expansion, increased estate fees and strong returns from the fixed income and equity markets.
Deposit service charges, which consist of non-sufficient funds charges and to a lesser extent, other activity based charges, increased $580,000, or 7%, for the year ended December 31, 2023, as compared with the prior year.
Debit and credit card revenue increased $815,000, or 4%, for the year ended December 31, 2023, as compared with the prior year. The increase stemmed mainly from organic growth and the full year impact of acquisition-related activity, which more than offset interchange rate compression. Total debit card income increased $384,000, or 3%, and total credit card income increased $431,000, or 8%, for the year ended December 31, 2023 compared the year ended December 31, 2022.
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Treasury management fees increased $1.4 million, or 17%, for the year ended December 31, 2023 compared to the prior year, driven by organic growth and the full year impact of acquisition-related activity, increased transaction volume, growing international services and new product sales.
Mortgage banking revenue increased $495,000, or 15%, for the year ended December 31, 2023, as compared with the same period of 2022, driven largely by higher servicing fee income tied to the mortgage servicing portfolio added through the prior year acquisition.
As a result of the dissolution of the Captive during the fourth quarter of 2023, a loss totaling $44,000 on the sale of AFS treasury securities held by the Captive was recorded for the year ended December 31, 2023. No such activity was recorded in 2022.
Net investment product sales commissions and fees increased $142,000, or 5%, for the year ended December 31, 2023, as compared with the prior year, attributed to organic growth and the full year impact of acquisition-related activity.
BOLI income increased $656,000, or 41%, for the year ended December 31, 2023 compared to the prior year, which was attributed mainly to the additional $30 million BOLI investment made in 2022, in addition to general market appreciation within the policy plans during the year.
Gains and losses on the sale of premises and equipment for the year ended December 31, 2023 related to the sale of an acquired property from CB during the third quarter and other nominal disposal activity. The large gain recorded for the year ended December 31, 2022 stemmed from the sale of certain acquired properties from CB that overlapped with existing locations.
Other non-interest income decreased $336,000, or 6%, for the year ended December 31, 2023 compared with the same period of 2022. The decrease was driven in large part by the disposition of Bancorp’s partial interest in LFA effective December 31, 2022, which contributed $1.3 million of other non-interest income for the year ended December 31, 2022. Further, Bancorp elected not to renew the Captive in August 2023 and fully dissolved it during the fourth quarter of 2023, resulting in a $132,000 decrease in Captive income compared to the prior year. Partially offsetting these declines were higher interest rate swap fee income, a $487,000 gain on the sale of VISA Class B stock originally acquired through the CB acquisition and stronger returns from insurance policies held outside of Bancorp’s BOLI portfolio compared to the prior year.
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Non-interest Expenses
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 / 2023 | 2023 / 2022 | |||||||||||||||||||||||||||
| Years Ended December 31, (dollars in thousands) | 2024 | 2023 | 2022 | $ | % | $ | % | |||||||||||||||||||||
| Compensation | $ | 100,842 | $ | 91,876 | $ | 86,640 | $ | 8,966 | 10 | % | $ | 5,236 | 6 | % | ||||||||||||||
| Employee benefits | 20,268 | 18,451 | 16,568 | 1,817 | 10 | 1,883 | 11 | |||||||||||||||||||||
| Net occupancy and equipment | 15,193 | 16,384 | 14,298 | (1,191 | ) | (7 | ) | 2,086 | 15 | |||||||||||||||||||
| Technology and communication | 19,207 | 17,318 | 14,897 | 1,889 | 11 | 2,421 | 16 | |||||||||||||||||||||
| Debit and credit card processing | 7,262 | 6,481 | 5,909 | 781 | 12 | 572 | 10 | |||||||||||||||||||||
| Marketing and business development | 6,924 | 5,990 | 5,005 | 934 | 16 | 985 | 20 | |||||||||||||||||||||
| Postage, printing and supplies | 3,645 | 3,604 | 3,354 | 41 | 1 | 250 | 7 | |||||||||||||||||||||
| Legal and professional | 4,111 | 3,958 | 2,943 | 153 | 4 | 1,015 | 34 | |||||||||||||||||||||
| FDIC insurance | 4,539 | 3,911 | 2,758 | 628 | 16 | 1,153 | 42 | |||||||||||||||||||||
| Capital and deposit based taxes | 2,781 | 2,476 | 2,621 | 305 | 12 | (145 | ) | (6 | ) | |||||||||||||||||||
| Merger expenses | — | — | 19,500 | — | — | (19,500 | ) | NM | ||||||||||||||||||||
| Intangible amortization | 4,485 | 4,686 | 5,544 | (201 | ) | (4 | ) | (858 | ) | (15 | ) | |||||||||||||||||
| Amortization of investments in tax credit partnerships | — | 1,294 | 353 | (1,294 | ) | NM | 941 | NM | ||||||||||||||||||||
| Loss on disposition of LFA | — | — | 870 | — | — | (870 | ) | NM | ||||||||||||||||||||
| Other | 8,922 | 11,400 | 10,531 | (2,478 | ) | (22 | ) | 869 | 8 | |||||||||||||||||||
| Total non-interest expenses | $ | 198,179 | $ | 187,829 | $ | 191,791 | $ | 10,350 | 6 | % | $ | (3,962 | ) | (2 | )% |
Discussion of 2024 vs 2023:
Total non-interest expenses increased $10.4 million, or 6%, for the year ended December 31, 2024 compared to the same period of 2023. Compensation and employee benefits comprised 61% of Bancorp’s total non-interest expenses for the year ended December 31, 2024, compared to 59% for the same period of 2023.
Compensation, which includes salaries, incentives, bonuses and stock based compensation, increased 9.0 million, or 10%, for the year ended December 31, 2024, as compared with the same period of 2023. The increases were attributed to annual merit-based salary increases, higher bonus accruals and to a lesser extent, increased incentive compensation. Net full time equivalent employees totaled 1,080 at December 31, 2024 compared to 1,075 at December 31, 2023.
Employee benefits consists of all personnel-related expense not included in compensation, with the most significant items being health insurance, payroll taxes and employee retirement plan contributions. Employee benefits increased $1.8 million, or 10%, for the year ended December 31, 2024, as compared with the same period of 2023, driven mainly by an increase in health insurance claims activity.
Net occupancy and equipment expenses primarily include depreciation, rent, property taxes, utilities and maintenance. Costs of capital asset additions flow through the statement of income over the lives of the assets in the form of depreciation expense. Net occupancy expense decreased $1.2 million, or 7%, for the year ended December 31, 2024, as compared with the same period of 2023, as the prior year period included additional expense associated with centralizing the WM&T group into a singular location. At December 31, 2024, Bancorp’s branch network consisted of 72 locations throughout Louisville, central, eastern and Northern Kentucky, as well as the MSAs of Indianapolis, Indiana and Cincinnati, Ohio.
Technology and communication expenses include computer software usage and licensing fees, equipment depreciation and expenditures related to investments in technology needed to maintain and improve the quality of customer delivery channels, information security and internal resources. Technology expense increased $1.9 million, or 11%, for the year ended December 31, 2024 compared to the same period of 2023, consistent with Bancorp’s growth and continued investment in technology, including various security and compliance-related software upgrades.
Bancorp outsources processing for debit and credit card operations, which generate significant revenue for the Company. These expenses typically fluctuate consistent with transaction volumes. Debit and credit card processing expense increased $781,000, or 12%, for the year ended December 31, 2024 compared to the same period of last 2023, driven by increased transaction volume, customer base expansion and additional expense associated with fraud detection/mitigation services.
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Marketing and business development expenses include all costs associated with promoting Bancorp, including community support, retaining customers and acquiring new business. Marketing and business development expenses increased $934,000, or 16%, for the year ended December 31, 2024, as compared to the same period of 2023, driven in large part by higher advertising expense tied to time deposit product promotions. Bancorp also increased its contribution to the Bank’s foundation established to support various community initiatives.
Postage, printing and supplies expense increased $41,000, or 1%, for the year ended December 31, 2024 compared to the same period of 2023.
Legal and professional fees increased $153,000, or 4%, for the year ended December 31, 2024 compared to the same period of 2023. The increase related to compliance-related consulting projects associated with Bancorp approaching $10 billion in total assets.
FDIC insurance expense increased $628,000, or 16%, for the year ended December 31, 2024, as compared to the same period of 2023, consistent with Bancorp’s growth in addition to changes in loan mix, as higher assessments are levied on C&D lending concentrations, a segment which grew as a percentage of total loans.
Effective January 1, 2024, Bancorp adopted ASU 2023-02 and began booking tax credit amortization expense for all historical and low income tax credit projects as a component of income tax expense via the proportional amortization method. Such expense had previously been recorded as a component of non-interest expenses. As such, no tax credit amortization expense was recorded as non-interest expense for the year ended December 31, 2024. Expense of $1.3 million was recorded for the year ended December 31, 2023.
Capital and deposit based taxes, which consist primarily of capital-based local income taxes and franchise taxes, increased $305,000, or 12%, for the year ended December 31, 2024 compared to the same period of 2023. Bancorp’s capital and deposit based tax expense is based on deposits held within various local taxing districts, as well as gross revenues generated within/appropriated to the state of Ohio, which is the only state Bancorp operates in with a capital-based deposit tax.
Intangible amortization expense consists of amortization associated with the CDI of acquired deposit portfolios, as well as an intangible related to customer list of the WM&T business line added through a past acquisition. The intangibles are amortized on an accelerated basis over a period of approximately ten years. Intangible amortization expense decreased $201,000, or 4%, for the year December 31, 2024 compared to the same period of 2023, which is attributed to the accelerated depreciation method for which intangible assets are amortized.
Other non-interest expenses decreased $2.5 million, or 22%, for the year ended December 31, 2024, as compared to the same period of 2023, driven largely by Bancorp’s decision not to renew the Captive in late 2023, in addition to the benefit of modifications made to the corporate credit card reward program and a decline in fraudulent check and card losses.
Bancorp’s efficiency ratio (FTE) for the years ended December 31, 2024 and 2023 was 56.20% and 55.23%, respectively. The increase in this ratio was the result of non-interest expense growth (on a percentage basis) outpacing net interest income and non-interest income expansion, as net interest income was hampered by rising funding costs.
Discussion of 2023 vs 2022:
Total non-interest expenses decreased $4.0 million, or 2%, for the year ended December 31, 2023, compared to the same period of 2022. While the year ended December 31, 2022 included one-time merger expenses associated with the completion of the CB acquisition, it only included approximately 10 months of normal, recurring expenses associated with the acquisition. Compensation and employee benefits comprised 59% and 54% of total non-interest expenses for the years ended December 31, 2023 and 2022, respectively. Excluding merger expenses, compensation and employee benefits comprised 60% of total non-interest expenses for the year ended December 31, 2022.
Compensation expense increased $5.2 million, or 6%, for the year ended December 31, 2023 compared to the prior year. The increase was attributed to growth in full time equivalent employees and annual merit-based salary increases. In addition, compensation expense totaling $630,000 related to an executive retirement agreement was also recorded during the year ended December 31, 2023. Net full time equivalent employees totaled 1,075 at December 31, 2023 compared to 1,033 at December 31, 2022.
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Employee benefits increased $1.9 million, or 11%, for the year ended December 31, 2023 compared to the prior year, consistent with the overall increase in full time equivalent employees previously noted.
Net occupancy increased $2.1 million, or 15%, for the year ended December 31, 2023 compared to the prior year. The increase was attributed to relocation of all WM&T employees into a consolidated location as part of finalizing the CB integration plan. Further, the prior year period included only 10 months of acquisition-related activity and the opening of Bancorp’s new operations center in the latter part of 2022.
Technology expense increased $2.4 million, or 16%, for the year ended December 31, 2023 compared to the prior year, consistent with the full year impact of acquisition-related activity, customer expansion and continued investment in technology.
Debit and credit card processing expense increased $572,000, or 10%, for the year ended December 31, 2023 compared to the prior year, consistent with the increase in transaction volume and customer base expansion resulting from both organic growth and the full year impact of acquisition-related activity.
Marketing and business development expenses increased $985,000, or 20%, for the year ended December 31, 2023 compared to the prior year. The increase was consistent with strategic decisions to advertise in Bancorp’s new markets, increased advertising expense associated with Bancorp’s deposit promotions and the general expansion of Bancorp’s existing and prospective customer base.
Postage, printing and supplies expense increased $250,000, or 7%, for the year ended December 31, 2023 compared to the prior year, consistent with Bancorp’s expansion and promotional mailings.
Legal and professional fees increased $1.0 million, or 34%, for the year ended December 31, 2023 compared to the prior year. The increase related to compliance-related consulting projects associated with Bancorp approaching $10 billion in total assets.
FDIC insurance increased $1.2 million, or 42%, for the year ended December 31, 2023 compared to the prior year, attributed to Bancorp’s asset growth and the FDIC-mandated increase of the uniform base assessment rate.
Capital and deposit based taxes decreased $145,000, or 6%, for the year ended December 31, 2023 compared to the prior year, driven by fluctuation in revenue growth generated within the state of Ohio.
Merger expenses totaling $19.5 million were recorded in relation to the CB acquisition for the year ended December 31, 2022.
Amortization expense associated with tax credit investments increased $941,000 for the year ended December 31, 2023 compared to the prior year stemming from Bancorp’s investment in several larger tax credit projects during 2023.
Intangible amortization expense decreased $858,000, or 15%, for the year ended December 31, 2023. The decrease was attributed to both the accelerated depreciation method for which intangible assets are amortized, coupled with the previously mentioned disposal of Bancorp’s partial interest in LFA at the end of 2022, which included writing off the related CLI.
As previously noted, Bancorp’s partial interest in LFA was sold effective December 31, 2022. The sale resulted in a pre-tax loss of $870,000, which was recorded as non-interest expense for the year ended December 31, 2022.
Other non-interest expenses increased $869,000, or 8%, for the year ended December 31, 2023 compared to the prior year, the most notable drivers being increased card reward expense, higher fraud and theft-related expenses and other ancillary expenses tied to Bancorp’s growth over the past year.
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Bancorp’s efficiency ratio (FTE) for the years ended December 31, 2023 and 2022 was 55.23% and 59.30%, respectively, the latter period reflecting one-time merger-related expenses attributed to the CB acquisition, all of which were recorded in the first quarter of 2022. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales, calls, and impairment of investment securities, as well as net gains (losses) on sales of premises and equipment and the disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and merger-related expenses. Bancorp’s adjusted efficiency ratio was 54.84% and 53.61% for the years ended December 31, 2023 and 2022, respectively. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Income Taxes
A comparison of income tax expense and ETR follows:
| Years Ended December 31, (dollars in thousands) | 2024 | 2023 | 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income before income tax expense | $ | 144,366 | $ | 137,927 | $ | 120,484 | ||||||
| Income tax expense | 29,827 | 30,179 | 27,190 | |||||||||
| Effective tax rate | 20.66 | % | 21.88 | % | 22.57 | % |
Discussion of 2024 vs 2023:
Fluctuations in the ETR are primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The stock based compensation component of the ETR fluctuates consistent with the level of SAR exercise activity in addition to the levels of PSU, RSA and RSU vesting. The ETR was reduced by 0.76% for the year ended December 31, 2024 compared to a reduction of 0.31% for the same period of 2023, consistent with exercise activity driven by the rise in Bancorp’s stock price during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The cash surrender value of life insurance policies can vary widely from period to period, driven largely by market changes. The related impact is inversely correlated with the ETR generally, with cash surrender value declines typically serving to increase the ETR and vice versa. Changes in the cash surrender value of life insurance policies decreased the ETR by 0.61% and 0.64% for the years ended December 31, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bancorp invests in certain partnerships that yield federal income tax credits. Taken as a whole, the tax benefit of these investments exceeds amortization expense, resulting in a positive impact on net income. The timing and magnitude of these transactions may vary widely from period to period. Effective January 1, 2024, Bancorp adopted ASU 2023-02 and began booking tax credit amortization expense for all tax credit projects as a component of income tax expense via the proportional amortization method. The cumulative impact of the adoption of ASU 2023-02 and tax credit amortization for the year ended December 31, 2024 served to reduce the ETR by 1.54%. The ETR was reduced by 0.54% by tax credit activity for the year ended December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax-exempt interest income earned on loans and investment securities reduced the ETR by 0.43% and 0.50% for the years ended December 31, 2024 and 2023, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Activity related to the Captive, which previously provided tax advantages associated with the tax-deductible/exempt nature of insurance premiums paid to/received by the Captive, reduced the ETR by 0.20% for the year ended December 31, 2023. Bancorp elected not to renew the Captive during the third quarter of 2023 and subsequently dissolved it as of December 31, 2023. No tax benefit associated with the Captive was recorded for the year ended December 31, 2024. |
Discussion of 2023 vs 2022:
Fluctuations in the ETR are primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The ETR was reduced by 0.31% for the year ended December 31, 2023 compared to a reduction of 0.97% for the prior year, as a result exercise and vesting activity related to stock based compensation. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Changes in the cash surrender value of life insurance policies decreased the ETR by 0.64% for the year ended December 31, 2023, compared to an increase of 0.18% the same period of the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The ETR for the year ended December 31, 2023 and 2022 was reduced by 0.34% and increased by 0.34%, respectively, based on tax credit activity. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax-exempt interest income earned on loans and investment securities reduced the ETR by 0.50% for the year ended December 31, 2023 compared to a reduction of 0.62% for the same period of the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Activity related to the Captive reduced the ETR by 0.20% and 0.29% for the years ended December 31, 2023 and 2022, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-deductible merger expenses recorded during the year ended December 31, 2022 served to increase the ETR 0.11%. |
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Financial Condition – December 31, 2024 Compared to December 31, 2023
Overview
Total assets increased $693 million, or 9%, to $8.86 billion at December 31, 2024 from $8.17 billion at December 31, 2023. Total loans increased $749 million, or 13%, as strong loan production drove growth in nearly every loan category. Partially offsetting this growth was a decline of $111 million, or 8%, in the investment securities portfolio, as scheduled maturity and paydown activity was used to provide liquidity and fund substantial loan growth in lieu of redeployment into the investment securities portfolio.
Total liabilities increased $611 million, or 8%, to $7.92 billion at December 31, 2024 from $7.31 billion at December 31, 2023. The increase was attributed to a $496 million, or 7%, increase in total deposits and a $100 million increase in FHLB borrowings, which were both utilized in funding the previously mentioned loan growth.
Stockholders’ equity increased $82 million, or 10%, to $940 million at December 31, 2024 from $858 million at December 31, 2023, as net income of $114.5 million and a small improvement in AOCI was offset by $35.9 million of cash dividends declared in 2024. The improvement in AOCI was associated with changes in the interest rate environment and the corresponding impact on the valuation of the AFS debt securities portfolio and cash flow hedging derivatives. Further, a $2.5 million increase in retained earnings was recorded in relation to the adoption of ASU 2023-02 effective January 1, 2024.
Cash and Cash Equivalents
Cash and cash equivalents increased $25 million, or 9%, ending at $291 million at December 31, 2024 compared to $266 million at December 31, 2023. The increase was attributed mainly to a combination of liquidity provided by the investment securities portfolio and funding fluctuations.
Investment Securities
The primary purpose of the investment securities portfolio is to provide another source of interest income, as well as a tool for liquidity management. In managing the composition of the balance sheet, Bancorp seeks a balance between earnings sources, credit and liquidity considerations.
Investment securities decreased $111 million, or 8%, to $1.36 billion at December 31, 2024 compared to $1.47 billion at December 31, 2023, driven by scheduled maturity and pay down activity within the portfolio. Investment in the securities portfolio was minimal during 2024, with the exception of purchases made to meet collateral pledging requirements, as Bancorp elected to maintain higher levels of liquidity amidst substantial loan growth and deposit fluctuations during the year.
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The maturity distribution (based on contractual maturity) and weighted average yields of the AFS and HTM investment security portfolios follow:
| AFS | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2024 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | $ | 198,215 | 4.31 | % | $ | — | — | % | $ | — | — | % | $ | — | — | % | ||||||||||||||||
| Government sponsored enterprise obligations | 735 | 2.32 | 7,964 | 1.32 | 14,418 | 2.45 | 61,041 | 4.52 | ||||||||||||||||||||||||
| MBS - government agencies | 22 | 2.72 | 26,960 | 1.80 | 54,890 | 2.06 | 509,105 | 1.93 | ||||||||||||||||||||||||
| Obligations of states and political subdivisions | 2,602 | 1.85 | 26,946 | 2.25 | 64,806 | 2.14 | 19,880 | 2.41 | ||||||||||||||||||||||||
| Other | — | — | — | — | 2,530 | 3.30 | — | — | ||||||||||||||||||||||||
| $ | 201,574 | 4.27 | % | $ | 61,870 | 1.93 | % | $ | 136,644 | 2.16 | % | $ | 590,026 | 2.21 | % |
| HTM | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2024 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | $ | 151,874 | 2.15 | % | $ | 1,976 | 1.66 | % | $ | — | — | % | $ | — | — | % | ||||||||||||||||
| Government sponsored enterprise obligations | — | — | 662 | 2.50 | 24,260 | 2.66 | 473 | 5.05 | ||||||||||||||||||||||||
| MBS - government agencies | 24 | 1.52 | 25,852 | 1.97 | 787 | 2.22 | 164,263 | 2.30 | ||||||||||||||||||||||||
| $ | 151,898 | 2.15 | % | $ | 28,490 | 1.96 | % | $ | 25,047 | 2.65 | % | $ | 164,736 | 2.31 | % |
Actual maturities for mortgage-backed securities may differ from contractual maturities due to prepayments on underlying collateral.
FHLB Stock
FHLB stock holdings increased $5 million to $22 million at December 31, 2024 compared to $16 million at December 31, 2023. The increase was driven by FHLB borrowing activity during 2024, as FHLB members are required to hold certain levels of FHLB stock in relation to the amount of their borrowings. Overnight borrowing activity increased during 2024, as a result of strong loan growth and deposit fluctuations. Bancorp’s FHLB stock holdings will fluctuate consistent with borrowing activity from period to period.
Loans
Total loans increased $749 million, or 13%, from December 31, 2023 to December 31, 2024. While the substantial loan growth experienced during 2024 was well-spread across loan categories, CRE , C&D and C&I lines of credit stood out, with growth of 15%, 17% and 26%, respectively.
Total line of credit utilization has experienced steady improvement throughout 2024, ending at 45.9% as of December 31, 2024, compared to 39.2% at December 31, 2023. Increased utilization has been experienced within the C&D and C&I portfolios specifically, the latter of which has improved to 33.7% at December 31, 2024 from 28.6% at December 31, 2023.
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Bancorp’s credit exposure is diversified between businesses and individuals. No specific industry concentration exceeds 10% of loans outstanding. While Bancorp has a diversified loan portfolio, a customer’s ability to honor loan agreements is somewhat dependent upon the economic stability and/or industry in which that customer does business. Loans outstanding and related unfunded commitments are primarily concentrated within Bancorp’s current market areas, which encompass the Louisville, Kentucky MSA, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio MSAs.
CRE represents the largest segment of Bancorp’s loan portfolio, totaling $2.84 billion, or 44%, of total loans as of December 31, 2024. While a combination of sustained higher interest rates and rising central business district vacancies across the country has created credit and collateral concerns within the CRE sector generally, Bancorp believes the quality of its CRE portfolio, and the overall loan portfolio, remains solid.
Office building exposure, which is a sub-segment of CRE and perceived to be of particular risk in the current environment, is a smaller component of Bancorp’s loan portfolio, totaling $580 million, or 9%, of total loans as of December 31, 2024. Approximately $242 million, or 42%, of Bancorp’s office building exposure is medical-related, which in management’s opinion presents reduced risk compared to other CRE uses. Approximately $306 million, or 53%, of the office building exposure is owner-occupied and is generally accompanied by a full commercial banking relationship. Bancorp’s office exposure is concentrated in Bancorp’s primary markets, with no exposure to large office towers and minimal exposure to central business districts, and continues to perform well with minimal substandard/non-accrual and past due loans as of December 31, 2024.
Bancorp occasionally enters into loan participation agreements with other banks to diversify credit risk. For certain participation loans sold, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their ownership share of the loan without permission from Bancorp. GAAP requires the participated portion of these loans to be recorded as secured borrowings. These participated loans are included in the C&I and CRE loan portfolio segments with a corresponding liability recorded in other liabilities. At December 31, 2024 and December 31, 2023, the total participated portion of loans of this nature totaled $2 million and $4 million, respectively.
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The following table presents the maturity distribution and rate sensitivity of the loan portfolio at December 31, 2024:
| Maturity | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 (dollars in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 215,374 | $ | 849,198 | $ | 292,923 | $ | 101,624 | $ | 1,459,119 | 79 | % | ||||||||||||
| Variable rate | 118,656 | 196,468 | 61,692 | - | 376,816 | 21 | % | |||||||||||||||||
| Total | $ | 334,030 | $ | 1,045,666 | $ | 354,615 | $ | 101,624 | $ | 1,835,935 | 100 | % | ||||||||||||
| Commercial real estate - owner-occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 81,056 | $ | 474,452 | $ | 262,119 | $ | 53,445 | $ | 871,072 | 87 | % | ||||||||||||
| Variable rate | 22,598 | 36,973 | 67,662 | 4,548 | 131,781 | 13 | % | |||||||||||||||||
| Total | $ | 103,654 | $ | 511,425 | $ | 329,781 | $ | 57,993 | $ | 1,002,853 | 100 | % | ||||||||||||
| Commercial and industrial - term | ||||||||||||||||||||||||
| Fixed rate | $ | 53,044 | $ | 363,504 | $ | 154,900 | $ | 2,226 | $ | 573,674 | 65 | % | ||||||||||||
| Variable rate | 80,401 | 138,377 | 91,759 | 188 | 310,725 | 35 | % | |||||||||||||||||
| Total | $ | 133,445 | $ | 501,881 | $ | 246,659 | $ | 2,414 | $ | 884,399 | 100 | % | ||||||||||||
| Commercial and industrial - lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | 21,558 | $ | 26,615 | $ | 5,570 | $ | - | $ | 53,743 | 10 | % | ||||||||||||
| Variable rate | 330,308 | 83,861 | 86,343 | - | 500,512 | 90 | % | |||||||||||||||||
| Total | $ | 351,866 | $ | 110,476 | $ | 91,913 | $ | - | $ | 554,255 | 100 | % | ||||||||||||
| Residential real estate - owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 8,727 | $ | 31,820 | $ | 72,427 | $ | 671,281 | $ | 784,255 | 97 | % | ||||||||||||
| Variable rate | 865 | 776 | 2,363 | 16,821 | 20,825 | 3 | % | |||||||||||||||||
| Total | $ | 9,592 | $ | 32,596 | $ | 74,790 | $ | 688,102 | $ | 805,080 | 100 | % | ||||||||||||
| Residential real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 24,145 | $ | 197,526 | $ | 69,153 | $ | 86,500 | $ | 377,324 | 99 | % | ||||||||||||
| Variable rate | 2,501 | 1,456 | 1,463 | - | 5,420 | 1 | % | |||||||||||||||||
| Total | $ | 26,646 | $ | 198,982 | $ | 70,616 | $ | 86,500 | $ | 382,744 | 100 | % | ||||||||||||
| Construction and land development | ||||||||||||||||||||||||
| Fixed rate | $ | 24,010 | $ | 78,169 | $ | 50,763 | $ | 8,894 | $ | 161,836 | 26 | % | ||||||||||||
| Variable rate | 107,506 | 247,384 | 105,238 | 1,041 | 461,169 | 74 | % | |||||||||||||||||
| Total | $ | 131,516 | $ | 325,553 | $ | 156,001 | $ | 9,935 | $ | 623,005 | 100 | % | ||||||||||||
| Home equity lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 28,788 | 48,993 | 159,914 | 9,738 | 247,433 | 100 | % | |||||||||||||||||
| Total | $ | 28,788 | $ | 48,993 | $ | 159,914 | $ | 9,738 | $ | 247,433 | 100 | % | ||||||||||||
| Consumer | ||||||||||||||||||||||||
| Fixed rate | $ | 5,926 | $ | 40,073 | $ | 20,458 | $ | 505 | $ | 66,962 | 46 | % | ||||||||||||
| Variable rate | 63,544 | 14,138 | - | - | 77,682 | 54 | % | |||||||||||||||||
| Total | $ | 69,470 | $ | 54,211 | $ | 20,458 | $ | 505 | $ | 144,644 | 100 | % |
(continued)
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| (continued) | Maturity | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 (dollars in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Leases | ||||||||||||||||||||||||
| Fixed rate | $ | 377 | $ | 13,145 | $ | 1,992 | $ | - | $ | 15,514 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | 377 | $ | 13,145 | $ | 1,992 | $ | - | $ | 15,514 | 100 | % | ||||||||||||
| Credit Cards | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 24,540 | - | - | - | 24,540 | 100 | % | |||||||||||||||||
| Total | $ | 24,540 | $ | - | $ | - | $ | - | $ | 24,540 | 100 | % | ||||||||||||
| Total Loans | ||||||||||||||||||||||||
| Fixed rate | $ | 434,217 | $ | 2,074,502 | $ | 930,305 | $ | 924,475 | $ | 4,363,499 | 67 | % | ||||||||||||
| Variable rate | 779,707 | 768,426 | 576,434 | 32,336 | 2,156,903 | 33 | % | |||||||||||||||||
| Total | $ | 1,213,924 | $ | 2,842,928 | $ | 1,506,739 | $ | 956,811 | $ | 6,520,402 | 100 | % |
In the event Bancorp structures a loan with a maturity exceeding five years (typically CRE loans), an automatic rate adjustment will typically be set in place at five years from origination date to limit overall interest rate sensitivity.
Non-performing Loans and Assets
Information summarizing non-performing loans and assets follows:
| December 31, (dollars in thousands) | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| Non-accrual loans | $ | 21,727 | $ | 19,058 | ||||
| Modifications to borrowers experiencing financial difficulty | - | - | ||||||
| Loans past due 90 days or more and still accruing | 487 | 110 | ||||||
| Total non-performing loans | 22,214 | 19,168 | ||||||
| Other real estate owned | 10 | 10 | ||||||
| Total non-performing assets | $ | 22,224 | $ | 19,178 | ||||
| Non-performing loans to total loans | 0.34 | % | 0.33 | % | ||||
| Non-performing assets to total assets | 0.25 | % | 0.23 | % | ||||
| ACL for loans to non-performing loans | 391 | % | 414 | % |
Non-performing assets totaled $22 million at December 31, 2024 compared to $19 million at December 31, 2023. The increase over this period was attributed mainly to an increase in owner-occupied residential real estate notes placed on non-accrual status during the year.
In total, non-performing assets as of December 31, 2024 were comprised of 125 loans ranging in individual amounts up to $4.5 million and one residential real estate property held as OREO.
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The following table presents the major classifications of non-accrual loans by portfolio class:
| December 31, (in thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 5,221 | $ | 8,649 | |||
| Commercial real estate - owner occupied | 1,231 | 885 | |||||
| Total commercial real estate | 6,452 | 9,534 | |||||
| Commercial and industrial - term | 4,903 | 4,456 | |||||
| Commercial and industrial - lines of credit | — | 215 | |||||
| Total commercial and industrial | 4,903 | 4,671 | |||||
| Residential real estate - owner occupied | 7,168 | 3,667 | |||||
| Residential real estate - non-owner occupied | 2,451 | 372 | |||||
| Total residential real estate | 9,619 | 4,039 | |||||
| Construction and land development | 311 | — | |||||
| Home equity lines of credit | 70 | 467 | |||||
| Consumer | 372 | 337 | |||||
| Leases | — | — | |||||
| Credit cards | — | 10 | |||||
| Total non-accrual loans | $ | 21,727 | $ | 19,058 |
Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more, unless such a loan is well- secured and in the process of collection or renewal. Interest income recorded on non-accrual loans as principal payments totaled $624,000, $342,000, and $160,000 for 2024, 2023, and 2022. Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms totaled $1.3 million, $1.5 million, and $1.1 million for 2024, 2023, and 2022.
In addition to non-performing loans discussed above, there were loans, which are accruing interest, for which payments were current or less than 90 days past due where borrowers are experiencing elevated financial difficulties. These substandard loans totaled approximately $60 million and $43 million at December 31, 2024 and 2023, respectively, the increase over the prior year being attributed to a number of C&I relationships being downgraded in 2024. These relationships are monitored closely for possible future reclassification as non-performing loans. Management believes it has adequately reflected credit exposure in these loans in its determination of the allowance.
During the years ended December 31, 2024 and 2023, there were no modifications made to loans for borrowers experiencing financial difficulty and there were no payment defaults of existing modified loans within 12 months following modification. Default is determined at 90 days or more past due, charge off, or foreclosure.
Delinquent Loans
Delinquent loans (consisting of all loans 30 days or more past due) totaled $32 million and $17 million at December 31, 2024 and December 31, 2023. Delinquent loans to total loans were 0.50% and 0.30% at December 31, 2024 and December 31, 2023, respectively. The increase in delinquent loans over this period was driven mainly by four larger and unrelated CRE and C&I relationships that were past due as of December 31, 2024, three of which were placed on non-accrual status and a general increase in past due owner-occupied residential real estate loans. Approximately $10 million of loans in delinquent status as of December 31, 2024 became current in early 2025, including $3 million of loans that fully paid off.
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Classified Loans
Classified loans, which consist of loans defined as OAEM, substandard, substandard non-performing (including non-accrual loans discussed above) and doubtful, totaled $162 million and $96 million at December 31, 2024 and December 31, 2023. The increase over this period was driven mainly by loans classified as OAEM and substandard, which increased $63 million in total over this period.
Loans classified as OAEM have potential weaknesses requiring management’s heightened attention that may result in deterioration of repayment prospects on the loan or of Bancorp’s credit position at some future date. OAEM loans totaled $81 million and $34 million as of December 31, 2024 and December 31, 2023, respectively. The increase in OAEM loans experienced between December 31, 2023 and December 31, 2024 was driven by a small number of relationships that were downgraded to OAEM, with one C&I relationship representing $16 million of the increase. Further, approximately $9 million of notes classified as OAEM as of December 31, 2024 represent loans that were upgraded from the substandard classification during 2024. As of December 31, 2024, $81 million, or 99%, of loans classified as OAEM were current with their contractual payments.
Allowance for Credit Losses on Loans
The ACL for loans is a valuation allowance for loans estimated at each balance sheet date in accordance with GAAP. When Bancorp deems all or a portion of a loan to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See the footnote titled “Summary of Significant Accounting Policies” for discussion of Bancorp’s ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire ACL for loans is available for any loan that, in Bancorp’s judgment, should be charged-off.
Bancorp’s ACL for loans was $87 million as of December 31, 2024 compared to $79 million as of December 31, 2023. Provision expense for credit losses on loans of $8.8 million was recorded for the year December 31, 2024, driven mainly by strong loan growth, and to a much lesser extent, an improved unemployment forecast and other factors within the CECL model. Net charge offs of $1.2 million were recorded for the year ended December 31, 2024, serving to reduce the ACL for loans.
The ACL for loans calculation and resulting credit loss expense is significantly impacted by changes in forecasted economic conditions. Should the forecast for economic conditions change, Bancorp could experience further adjustments in its required ACL for loans credit loss expense.
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The table below details net charge-offs to average loans outstanding by portfolio class:
| 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) Years ended December 31, | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | |||||||||||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 19 | $ | 1,665,876 | 0.00 | % | $ | 91 | $ | 1,465,305 | 0.01 | % | $ | - | $ | 1,342,829 | 0.00 | % | ||||||||||||||||||
| Commercial real estate - owner occupied | 93 | 945,055 | 0.01 | % | 9 | 884,555 | 0.00 | % | 172 | 782,185 | 0.02 | % | ||||||||||||||||||||||||
| Total commercial real estate | 112 | 2,610,931 | 0.00 | % | 100 | 2,349,860 | 0.00 | % | 172 | 2,125,014 | 0.01 | % | ||||||||||||||||||||||||
| Commercial and industrial - term | (339 | ) | 864,658 | -0.04 | % | (2,239 | ) | 796,039 | -0.28 | % | 559 | 692,214 | 0.08 | % | ||||||||||||||||||||||
| Commercial and industrial - term - PPP | - | 3,496 | 0.00 | % | - | 8,877 | 0.00 | % | - | 52,704 | 0.00 | % | ||||||||||||||||||||||||
| Commercial and industrial - lines of credit | (89 | ) | 484,266 | -0.02 | % | (3,476 | ) | 444,244 | -0.78 | % | (200 | ) | 417,254 | -0.05 | % | |||||||||||||||||||||
| Total commercial and industrial | (428 | ) | 1,352,420 | -0.03 | % | (5,715 | ) | 1,249,160 | -0.46 | % | 359 | 1,162,172 | 0.03 | % | ||||||||||||||||||||||
| Residential real estate - owner occupied | (329 | ) | 752,566 | -0.04 | % | 2 | 649,431 | 0.00 | % | 34 | 513,458 | 0.01 | % | |||||||||||||||||||||||
| Residential real estate - non-owner occupied | 7 | 369,119 | 0.00 | % | 2 | 334,660 | 0.00 | % | (5 | ) | 296,682 | 0.00 | % | |||||||||||||||||||||||
| Total residential real estate | (322 | ) | 1,121,685 | -0.03 | % | 4 | 984,091 | 0.00 | % | 29 | 810,140 | 0.00 | % | |||||||||||||||||||||||
| Construction and land development | - | 588,464 | 0.00 | % | - | 458,572 | 0.00 | % | (72 | ) | 374,415 | -0.02 | % | |||||||||||||||||||||||
| Home equity lines of credit | (100 | ) | 225,823 | -0.04 | % | (12 | ) | 203,796 | -0.01 | % | - | 182,874 | 0.00 | % | ||||||||||||||||||||||
| Consumer | (300 | ) | 145,689 | -0.21 | % | (379 | ) | 141,140 | -0.27 | % | (442 | ) | 130,595 | -0.34 | % | |||||||||||||||||||||
| Leases | - | 16,298 | 0.00 | % | - | 13,934 | 0.00 | % | - | 13,849 | 0.00 | % | ||||||||||||||||||||||||
| Credit cards | (193 | ) | 24,472 | -0.79 | % | (626 | ) | 22,312 | -2.81 | % | (45 | ) | 20,065 | -0.22 | % | |||||||||||||||||||||
| Total | $ | (1,231 | ) | $ | 6,085,782 | -0.02 | % | $ | (6,628 | ) | $ | 5,422,865 | -0.12 | % | $ | 1 | $ | 4,819,124 | 0.00 | % |
The following table sets forth the ACL by portfolio class:
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans | ||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 13,935 | 16 | % | 0.76 | % | $ | 22,133 | 28 | % | 1.42 | % | ||||||||||||
| Commercial real estate - owner occupied | 10,192 | 12 | % | 1.02 | % | 11,667 | 15 | % | 1.29 | % | ||||||||||||||
| Total commercial real estate | 24,127 | 28 | % | 0.85 | % | 33,800 | 43 | % | 1.37 | % | ||||||||||||||
| Commercial and industrial - term | 21,284 | 25 | % | 2.41 | % | 14,359 | 18 | % | 1.66 | % | ||||||||||||||
| Commercial and industrial - lines of credit | 6,496 | 7 | % | 1.17 | % | 6,495 | 8 | % | 1.48 | % | ||||||||||||||
| Total commercial and industrial | 27,780 | 32 | % | 1.93 | % | 20,854 | 26 | % | 1.60 | % | ||||||||||||||
| Residential real estate - owner occupied | 14,468 | 17 | % | 1.80 | % | 9,316 | 12 | % | 1.31 | % | ||||||||||||||
| Residential real estate - non-owner occupied | 5,154 | 6 | % | 1.35 | % | 4,282 | 5 | % | 1.19 | % | ||||||||||||||
| Total residential real estate | 19,622 | 23 | % | 1.65 | % | 13,598 | 17 | % | 1.27 | % | ||||||||||||||
| Construction and land development | 10,981 | 13 | % | 1.76 | % | 7,593 | 10 | % | 1.43 | % | ||||||||||||||
| Home equity lines of credit | 1,277 | 1 | % | 0.52 | % | 1,660 | 2 | % | 0.79 | % | ||||||||||||||
| Consumer | 2,531 | 3 | % | 1.75 | % | 1,407 | 2 | % | 0.97 | % | ||||||||||||||
| Leases | 370 | 0 | % | 2.38 | % | 220 | 0 | % | 1.42 | % | ||||||||||||||
| Credit cards | 255 | 0 | % | 1.04 | % | 242 | 0 | % | 1.02 | % | ||||||||||||||
| Total | $ | 86,943 | 100 | % | 1.33 | % | $ | 79,374 | 100 | % | 1.38 | % |
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The allocation of the ACL for loans amongst respective classes of the loan portfolio experienced a shift between December 31, 2023 and December 31, 2024, most notably within the CRE and C&I categories. This shift was driven by a thorough evaluation of the qualitative factors within the CECL methodology performed during the second quarter of 2024, which resulted in an increased allocation of the ACL to the C&I segment and a reduced allocation of the ACL to the CRE segment.
The larger qualitative allocation that had previously been assigned to the CRE portfolio stemmed from pandemic-era concerns surrounding certain concentrations within this segment and subsequent concerns related to the impact of rising interest rates. As the CRE portfolio has continued to perform well despite interest rate fluctuations, these original concerns have been alleviated. Further, there has been minimal charge-off activity within the CRE portfolio for several quarters and delinquent loans within the segment have trended downward. Considering all of these factors, management believes a lower qualitative allocation to the CRE portfolio was warranted.
Offsetting the reduced qualitative allocation for the CRE portfolio as of December 31, 2024 was an increased qualitative allocation for the C&I portfolio. C&I concerns were driven by both recent and long-term charge off activity being concentrated in this portfolio, increased specific reserves, and higher levels of OAEM and substandard loans within the C&I segment. Further, C&I customers have generally been more strained by current economic conditions and the dramatic increase in interest rates due to exposure to the variable rate structure of many C&I loans. As such, management believed a higher qualitative allocation to the C&I portfolio was warranted.
Selected ratios relating to the ACL on loans follow:
| Years Ended December 31, | 2024 | 2023 | 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provision for credit losses on loans to average total loans | 0.14 | % | 0.23 | % | 0.20 | % | ||||||
| Net (charge offs)/recoveries to average total loans | -0.02 | % | -0.12 | % | 0.00 | % | ||||||
| ACL for loans to average loans | 1.43 | % | 1.46 | % | 1.53 | % | ||||||
| ACL for loans to total loans | 1.33 | % | 1.38 | % | 1.41 | % |
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced an increase between December 31, 2023 and December 31, 2024. Provision for credit loss expense for off balance sheet credit exposures of $925,000 was recorded for the year ended December 31, 2024, driven largely by an increase in expected future utilization within the C&D portfolio. The ACL for off balance sheet credit exposures totaled $6.8 million as of December 31, 2024.
Premises and Equipment
Premises and equipment are presented on the consolidated balance sheets net of related depreciation on the respective assets, as well as fair value adjustments associated with purchase accounting. Premises and equipment increased $12 million, or 11%, between December 31, 2023 and December 31, 2024, which was primarily the result of right-of-use lease asset additions. Bancorp’s branch network currently consists of 72 locations throughout Louisville, central, eastern and northern, Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets.
Premises held for sale totaling $2.3 million and $2.5 million was recorded on Bancorp’s consolidated balance sheets as of December 31, 2024 and December 31, 2023, which consists of three undeveloped parcels of land, a former administrative building and one former branch location.
BOLI
Bank-owned life insurance assets increased $2 million, or 3%, to $89 million at December 31, 2024, compared to $87 million at December 31, 2023, the increase being attributed to general appreciation of the cash surrender value experienced during the year.
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Goodwill
At December 31, 2024 and December 31, 2023, Bancorp had $194 million in goodwill recorded on its balance sheet. Goodwill of $58 million and $123 million is attributed to the acquisitions of CB and KB in 2022 and 2021, respectively. Additionally, goodwill totaling $12 million and $682,000 is attributed to the acquisitions of KSB and Austin State Bank in 2019 and 1996, respectively. The acquisition of TBOC in 2013 resulted in a bargain purchase gain.
Events that could potentially trigger goodwill impairment include deterioration in economic conditions, a decline in market-dependent multiples or metrics (i.e. stock price declining below tangible book value), negative trends in overall financial performance and regulatory actions. At September 30, 2024, Bancorp performed its annual qualitative assessment to determine if it was more-likely-than-not that the fair value of the reporting units exceeded their carrying value, including goodwill. The qualitative assessment indicated that it was not more-likely-than-not that the carrying value of the reporting units exceeded their fair value.
Core Deposit and Customer List Intangibles
CDIs and CLIs arising from business acquisitions are initially measured at fair value and are then amortized on an accelerated method based on their useful lives. As of December 31, 2024 and December 31, 2023, Bancorp’s CDI assets totaled $9 million and $12 million, respectively. As of December 31, 2024 and December 31, 2023, Bancorp’s CLI assets totaled $7 million and $8 million, respectively, and were attributed entirely to the WM&T segment.
As of December 31, 2024, Bancorp did not incur any impairment with respect to its intangible assets or other long-lived assets.
Other Assets and Other Liabilities
Other assets increased $21 million, or 7%, to $309 million between December 31, 2023 and December 31, 2024. Other liabilities increased $12 million, or 5%, to $258 million over the same period. The increase in other assets stems mainly from market value changes in interest rate swap assets and recording additional tax credit investment assets. The increase in other liabilities was driven largely by right-of-use lease liability additions (the balance sheet offset of the previously mentioned right-of-use asset additions) and increases in various accruals, including compensation and employee benefit liabilities.
Deposits
Total deposits increased $496 million, or 7%, from December 31, 2023 to December 31, 2024. Interest bearing deposits increased $588 million, or 11%, outpacing the $92 million, or 6%, decrease in non-interest bearing deposits, as depositors continued shifting into higher-yielding alternatives in the current environment.
Bancorp continued to experience a shift in the deposit portfolio mix in 2024, as customers sought higher-yielding alternatives to low-rate or non-interest bearing deposits in the higher rate environment. As a result, the cost of interest-bearing deposits rose to 2.59% for the year ended December 31, 2024, compared to 1.77% for the same period of the prior year, with the cost of total deposits (including non-interest deposits) rising to 2.01% from 1.28%. While deposit costs placed pressure on NIM in 2024, they began to moderate in tandem with anticipated interest rate reductions from the FRB in the latter part of the year.
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Average deposit balances and average rates paid on such deposits for the years indicated are summarized as follows:
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, (dollars in thousands) | Average balance | Average rate | Average balance | Average rate | Average balance | Average rate | ||||||||||||||||||
| Non-interest bearing demand deposits | $ | 1,504,844 | — | % | $ | 1,763,157 | — | % | $ | 2,053,213 | — | % | ||||||||||||
| Interest bearing demand deposits | 2,376,181 | 2.02 | 2,277,001 | 1.50 | 2,218,416 | 0.41 | ||||||||||||||||||
| Savings deposits | 426,615 | 0.28 | 483,245 | 0.27 | 538,971 | 0.12 | ||||||||||||||||||
| Money market deposits | 1,259,356 | 3.08 | 1,115,331 | 2.16 | 1,140,025 | 0.46 | ||||||||||||||||||
| Time deposits | 1,091,037 | 4.17 | 732,998 | 2.99 | 487,981 | 0.27 | ||||||||||||||||||
| Total average deposits | $ | 6,658,033 | $ | 6,371,732 | $ | 6,438,606 |
The maturity distribution of time deposits exceeding FDIC insurance limits and the uninsured portion of those time deposits as of December 31, 2024 follows:
| (in thousands) | Time Deposits Over FDIC Insurance Limits | Uninsured Portion of Time Deposits Exceeding FDIC Insurance Limits | |||||
|---|---|---|---|---|---|---|---|
| Three months or less | $ | 93,112 | $ | 42,112 | |||
| Over three through six months | 132,290 | 48,290 | |||||
| Over six through 12 months | 84,568 | 38,068 | |||||
| Over 12 months | 55,054 | 37,054 | |||||
| Total | $ | 365,024 | $ | 165,524 |
As of December 31, 2024 and 2023, Bancorp estimates that approximately $3.2 billion and $3.0 billion of its deposit portfolio was uninsured, respectively. The uninsured amounts are estimates based on methodologies and assumptions used by Bancorp in accordance with regulatory reporting requirements. Included in these totals are certain public fund and other deposits for which Bancorp pledges investment securities as collateral. In conjunction with FDIC insurance, the pledged collateral effectively guarantees the full amount of these deposits, which totaled $852 million and $800 million as of December 31, 2024 and 2023.
Bancorp is a commercial bank, and as a result, is dependent on large commercial deposit relationships as a primary funding source. While this dependance drives an uninsured deposit ratio that may be higher than some of Bancorp’s similarly-sized peers, the majority of these deposits are considered to be core funds, as they represent long-standing, full-service relationships and are a testament to Bancorp’s commitment to partner with business customers by providing exemplary service and competitive products. Bancorp monitors and evaluates this primary funding source frequently and maintains numerous secondary funding sources as part of a multifaceted contingency funding plan.
Securities Sold Under Agreement to Repurchase
SSUAR represent a funding source of Bancorp and are used by commercial customers in conjunction with collateralized corporate cash management accounts. Such repurchase agreements are considered financing agreements and mature within one business day from the transaction date. At December 31, 2024 and 2023, all of these financing arrangements had overnight maturities and were secured by government sponsored enterprise obligations and government agency mortgage-backed securities that were owned and controlled by Bancorp.
SSUARs are collateralized by securities and are treated as financings; accordingly, the securities involved with the agreements are recorded as assets and are held by a safekeeping agent and the obligations to repurchase the securities are reflected as liabilities. All securities underlying the agreements are under the Bancorp’s control.
SSUARs increased $10 million, or 7%, between December 31, 2023 and December 31, 2024.
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Federal Funds Purchased and Other Short-Term Borrowing
FFP and other short-term borrowing balances decreased $6 million between December 31, 2023 and December 31, 2024. At December 31, 2024, FFP related mainly to excess liquidity held by downstream correspondent bank customers of Bancorp.
Subordinated debentures
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2024, subordinated notes added through the CB acquisition totaled $27 million.
FHLB advances
FHLB advances outstanding at December 31, 2024 and December 31, 2023 totaled $300 million and $200 million, respectively. Total advances at December 31, 2024 consisted of a $300 million three-month rolling advance related to four separate interest rate swaps (cash flow hedges) entered into in an effort to secure longer-term funding at more attractive rates. At December 31, 2023, total advances consisted of a $200 million three-month rolling advance related to three separate interest rate swaps (cash flow hedges). For more information related to the interest rate swaps noted above, see the footnote titled, “Derivative Financial Instruments.”
While there were no overnight advances outstanding as of December 31, 2024, overnight advances were utilized more frequently during 2024, consistent with substantial loan growth and deposit fluctuations. The increased activity is reflected in average total FHLB advances for 2024, which experienced an $89 million, or 32%, increase over the prior year.
Liquidity
The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands, while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in supply of funds. Liquidity is provided by short-term assets that can be converted to cash, AFS debt securities, various lines of credit available to Bancorp, and the ability to attract funds from external sources, principally deposits. Management believes it has the ability to increase deposits at any time by offering rates slightly higher than market rate.
Bancorp’s Asset/Liability Committee is comprised of senior management and has direct oversight responsibility for Bancorp’s liquidity position and profile. A combination of reports provided to management details internal liquidity metrics, composition and level of the liquid asset portfolio, timing differences in short-term cash flow obligations, and exposure to contingent draws on Bancorp’s liquidity.
Bancorp’s most liquid assets are comprised of cash and due from banks, FFS and AFS debt securities. FFS and interest bearing deposits totaled $212 million and $171 million at December 31, 2024 and December 31, 2023, respectively. FFS normally have overnight maturities while interest-bearing deposits in banks are accessible on demand. These investments are used for general daily liquidity purposes.
The fair value of the AFS debt security portfolio was $990 million and $1.03 billion at December 31, 2024 and December 31, 2023, respectively. The decrease in AFS debt security portfolio during 2024 was attributed to scheduled maturities, mainly within the treasury portfolio, and normal pay down activity, offset slightly by market value appreciation during the period. The investment portfolio (HTM and AFS) includes total cash flows on amortizing debt securities of approximately $515 million (based on assumed prepayment speeds as of December 31, 2024) expected over the next 12 months, including $353 million of contractual maturities. Combined with FFS and interest bearing deposits from banks, AFS debt securities offer substantial resources to meet either loan growth or reductions in Bancorp’s deposit funding base.
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Bancorp pledges portions of its investment securities portfolio to secure public funds, cash balances of certain WM&T accounts and SSUAR. At December 31, 2024, the total carrying value of investment securities pledged for these purposes comprised 63% of the debt securities portfolio, leaving approximately $508 million of unpledged debt securities, compared to 67% and $480 million at December 31, 2023.
Bancorp’s deposit base consists mainly of core deposits, which are defined as demand, savings, and money market deposit accounts, time deposits less than or equal to $250,000, and excludes public funds and brokered deposits. At December 31, 2024, such deposits totaled $6.14 billion and represented 86% of Bancorp’s total deposits, as compared with $5.78 billion, or 87% of total deposits at December 31, 2023. Because core deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships, they normally do not place undue pressure on liquidity. However, deposits may generally be more sensitive to market rates, with potential decreases possibly straining Bancorp’s liquidity position.
As of December 31, 2024, Bancorp held no brokered deposits. Bancorp held brokered deposits totaling $597,000 as of December 31, 2023.
Included in total deposit balances at December 31, 2024 are $663 million in public funds generally comprised of accounts with local government agencies and public school districts in the markets in which Bancorp operates. At December 31, 2023, public funds deposits totaled $613 million.
Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp has access to credit products of the FHLB. Bancorp views these borrowings as a potential low cost alternative to brokered deposits. At December 31, 2024 and December 31, 2023, available credit from the FHLB totaled $1.25 billion and $1.33 billion, respectively, the decline during this period being attributed to increased utilization of FHLB borrowings. Bancorp also had unsecured FFP lines with correspondent banks totaling $80 million at both December 31, 2024 and December 31, 2023, respectively.
During the normal course of business, Bancorp enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through Bancorp’s various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of Bancorp’s liquidity.
Bancorp’s principal source of cash is dividends paid to it as the sole shareholder of the Bank. As discussed in the footnote titled “Commitments and Contingent Liabilities,” as of January 1st of any year, the Bank may pay dividends in an amount equal to the Bank’s net income of the prior two years less any dividends paid for the same two years. At December 31, 2024, the Bank could pay an amount equal to $209 million in dividends to Bancorp without regulatory approval subject to ongoing capital requirements of the Bank.
Sources and Uses of Cash
Cash flow is provided primarily through financing activities of Bancorp, which include raising deposits and borrowing funds from institutional sources such as advances from the FHLB and FFP, as well as scheduled loan repayments and cash flows from AFS debt securities. These funds are primarily used to facilitate investment activities of Bancorp, which include making loans and purchasing securities for the investment portfolio. Another important source of cash is net income of the Bank from operating activities. For further detail regarding the sources and uses of cash, see the “Consolidated Statements of Cash Flows” in Bancorp’s consolidated financial statements.
Commitments
In the normal course of business, Bancorp is party to activities that contain credit, market and operational risk that are not reflected in whole or in part in Bancorp’s consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt.
Bancorp provides customers with off-balance sheet credit support through loan commitments and standby letters of credit. Unused loan commitments decreased $18 million, or less than 1%, as of December 31, 2024 compared to December 31, 2023, consistent with the strong increase in line utilization experienced during the year, which reduced availability.
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Most commitments to extend credit are an agreement to lend to a customer as long as collateral is available as agreed upon and there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp uses the same credit and collateral policies in making commitments and conditional guarantees as for on-balance sheet instruments. Bancorp evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, securities, equipment and real estate. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.
Additional detail regarding credit-related financial instruments, including both commitments to extend credit and letters of credit at December 31, 2024 are as follows:
| Amount of commitment expiration per period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Unused loan commitments | $ | 1,220,110 | $ | 464,603 | $ | 301,123 | $ | 421,934 | $ | 2,407,770 | |||||||||
| Standby letters of credit | 28,370 | 2,102 | — | — | 30,472 |
The ACL for off balance sheet credit exposures, which is separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, was $6.8 million and $5.9 million as of December 31, 2024 and December 31, 2023, respectively. Provision expense for off balance sheet credit exposures of $925,000 was recorded for the year ended December 31, 2024, driven largely by an increase in expected future utilization within the C&D portfolio. Provision expense for off balance sheet credit exposures of $1.3 million was recorded for the year ended December 31, 2023.
Standby letters of credit are conditional commitments issued by Bancorp to guarantee the performance of a customer to a third party beneficiary. Those guarantees are primarily issued to support commercial transactions. Standby letters of credit generally have maturities of one to two years.
In addition to owned banking facilities, Bancorp has entered into long-term leasing arrangements for certain branch facilities. Bancorp also has required future payments for a non-qualified defined benefit retirement plan, time deposit maturities and other obligations.
Required payments under such commitments at December 31, 2024 are as follows:
| Payments due by period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Time deposit maturities | $ | 1,056,522 | $ | 170,943 | $ | 10,323 | $ | - | $ | 1,237,788 | |||||||||
| FHLB advances | 300,000 | — | — | — | 300,000 | ||||||||||||||
| Tax credit partnership contributions | 81,632 | 57,505 | 2,093 | 6,008 | 147,238 | ||||||||||||||
| Subordinated debentures | — | — | — | 26,000 | 26,000 | ||||||||||||||
| Operating leases (1) | 3,955 | 7,750 | 7,718 | 19,120 | 38,543 | ||||||||||||||
| Defined benefit retirement plan | 219 | 438 | 438 | 1,964 | 3,059 | ||||||||||||||
| Other (2) | 1,021 | 1,312 | 1,352 | 343 | 4,028 |
| (1) | Includes assumed lease renewals. |
|---|---|
| (2) | Consists primarily of contractual requirements relating to community sponsorships. |
See the footnote titled “Commitments and Contingent Liabilities” for additional detail regarding commitments.
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Capital
Information pertaining to Bancorp’s capital balances and select ratios follow:
| Years ended December 31, (dollars in thousands, except per share data) | 2024 | 2023 | 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stockholders’ equity | $ | 940,476 | $ | 858,103 | $ | 760,432 | ||||||
| Dividends per share | $ | 1.22 | $ | 1.18 | $ | 1.14 | ||||||
| Dividend payout ratio, based on basic EPS | 31.20 | % | 31.98 | % | 35.19 | % | ||||||
| Annual dividend yield | 1.70 | % | 2.29 | % | 1.75 | % |
At December 31, 2024, stockholders’ equity totaled $940 million, representing an increase of $82 million, or 10%, compared to December 31, 2023, as net income of $114.5 million and a small improvement in AOCI was offset by $35.9 million of dividends declared during 2024. The improvement in AOCI was associated with changes in the interest rate environment and the corresponding impact on the valuation of the AFS debt securities portfolio and cash flow hedging derivatives. Further, a $2.5 million increase in retained earnings was recorded in relation to the adoption of ASU 2023-02 effective January 1, 2024. See the “Consolidated Statement of Changes in Stockholders’ Equity” for further detail of changes in equity.
Bancorp’s TCE ratio and tangible book value per share, both non-GAAP disclosures, experienced improvement between December 31, 2023 and December 31, 2024, which stemmed largely from recording net income of $114.5 million. TCE was 8.44% at December 31, 2024 compared to 8.09% at December 31, 2023, while tangible book value per share was $24.82 at December 31, 2024, compared to $21.95 at December 31, 2023. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
In May 2023, Bancorp’s Board of Directors extended its share repurchase program authorizing the repurchase of up to 1 million shares, or approximately 4% of Bancorp’s total common shares outstanding at the time. The plan, which will expire in May 2025 unless otherwise extended or completed at an earlier date, does not obligate Bancorp to repurchase any specific dollar amount or number of shares prior to the plan’s expiration. No shares were repurchased in 2023, nor 2024, as Bancorp continues to prioritize capital preservation and liquidity management. As of December 31, 2024, approximately 741,000 shares remain eligible for repurchase under the current repurchase plan.
Bank holding companies and their subsidiary banks are required by regulators to meet risk-based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The value of both balance sheet and off-balance sheet items are adjusted to reflect credit risks. See the footnote titled “Regulatory Matters” for additional detail regarding regulatory capital requirements, as well as capital ratios of Bancorp and the Bank. The Bank exceeds regulatory capital ratios required to be well-capitalized. Regulatory framework does not define well capitalized for holding companies. Management considers the effects of growth on capital ratios as it contemplates plans for expansion.
Capital ratios as of December 31, 2024 increased compared December 31, 2023, as a result of strong operating results, which served to offset substantial risk-weighted asset growth from the loan portfolio. Bancorp continues to exceed the regulatory requirements for all calculations. Bancorp and the Bank intend to maintain a capital position that meets or exceeds the “well-capitalized” requirements as defined by the FRB and the FDIC, in addition to the capital conservation buffer.
Banking regulators have categorized the Bank as well-capitalized. To meet the definition of well-capitalized for prompt corrective action requirements, a bank must have a minimum 6.5% Common Equity Tier 1 Risk-Based Capital ratio, 8.0% Tier 1 Risk-Based Capital ratio, 10.0% Total Risk-Based Capital ratio and 5.0% Tier 1 Leverage ratio.
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Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, Bancorp and the Bank must hold a 2.5% capital conservation buffer composed of Common Equity Tier 1 Risk-Based Capital above the minimum risk-based capital requirements for the Common Equity Tier 1 Risk-Based Capital ratio, Tier 1 Risk-Based Capital ratio and Total Risk-Based Capital ratio necessary to be considered adequately-capitalized. At December 31, 2024, the adequately-capitalized minimums, including the capital conservation buffer, were a 7.0% Common Equity Tier 1 Risk-Based Capital ratio, 8.5% Tier 1 Risk-Based Capital ratio and 10.5% Total Risk-Based Capital ratio. Bancorp exceeded these levels as of December 31, 2024 and 2023.
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2024, subordinated notes totaled $27 million.
As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, Bancorp elected the option to delay the estimated impact on regulatory capital related to the adoption of ASC 326 “Financial Instruments – Credit Losses,” or CECL, which was effective January 1, 2020. The initial impact of adoption of ASC 326, as well as 25% of the quarterly increases in the ACL subsequent to adoption of ASC 326 (collectively the “transition adjustments”) were delayed for two years. After two years, the cumulative amount of the transition adjustments became fixed and will be phased out of the regulatory capital calculations evenly over a three-year period, with 75% recognized in year three, 50% recognized in year four and 25% recognized in year five. After five years, the temporary regulatory capital benefits are fully reversed. 2024 represented the fifth and final year of the transition period for Bancorp. Had Bancorp not elected to defer the regulatory capital impact of CECL, the post ASC 326 adoption capital ratios of Bancorp and the Bank would still have exceeded the well-capitalized level.
Fair Value Measurements
Bancorp follows the provisions of authoritative guidance for fair value measurements. This guidance is definitional and disclosure oriented and addresses how companies should approach measuring fair value when required by GAAP. It prescribes various disclosures about financial statement categories and amounts which are measured at fair value, if such disclosures are not already specified elsewhere in GAAP.
Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. The guidance requires fair value measurements to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on significant unobservable, internally-derived inputs).
Bancorp’s AFS debt securities and interest rate swaps are recorded at fair value on a recurring basis. Other accounts including mortgage loans held for sale, MSRs, impaired loans and OREO may be recorded at fair value on a non-recurring basis, generally in the application of lower of cost or market adjustments or write-downs of specific assets.
The AFS debt securities portfolio is comprised of U.S. Treasury and other U.S. government obligations, debt securities of U.S. government-sponsored corporations (including mortgage-backed securities), and obligations of state and political subdivisions. U.S. Treasury securities are priced using quoted prices of identical securities in an active market. These measurements are classified as Level 1 in the hierarchy above. All other securities are priced using standard industry models or matrices with various assumptions such as yield curves, volatility, prepayment speeds, default rates, time value, credit rating and market prices for similar instruments. These assumptions are generally observable in the market place and can be derived from or supported by observable data. These measurements are classified as Level 2 in the hierarchy above.
Interest rate swaps are valued using primarily Level 2 inputs. Fair value measurements generally based on benchmark forward yield curves and other relevant observable market data. For purposes of potential valuation adjustments to derivative positions, Bancorp evaluates the credit risk of its counterparties as well as its own credit risk. To date, Bancorp has not realized any losses due to a counterparty’s inability to perform and the change in value of derivative assets and liabilities attributable to credit risk was not significant during 2024, 2023 and 2022.
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MSRs, carried in other assets and recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At December 31, 2024 and 2023, there was no valuation allowance for MSRs, as fair value exceeded carrying value.
Loans considered to be collateral dependent are measured for impairment and, if indicated, a specific allocation is established based on the value of underlying collateral. Collateral dependent loans include non-accrual loans, individually analyzed PCD loans and loans modified for borrowers experiencing financial difficulty. For collateral dependent loans, fair value amounts represent only those loans with specific valuation allowances established or adjusted and loans charged down to their carrying value during the period. At December 31, 2024 and December 31, 2023, the carrying value of collateral dependent loans measured at fair value on a non-recurring basis was $12 million and $14 million, respectively. These measurements are classified as Level 3.
OREO, which is carried in other assets at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is commonly based on recent real estate appraisals or valuations performed by internal or external parties which use judgments and assumptions that are property-specific and sensitive to changes in the overall economic environment. Appraisals may be further discounted based on management’s judgement and/or changes in market conditions from the date of the most recent appraisal. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3. OREO is equal to the carrying value of only parcels of OREO for which carrying value equals appraised value. If a parcel of OREO has a carrying value below its appraised value, it is not considered to be carried at fair value. The losses represent write-downs which occurred during the period indicated. At both December 31, 2024 and 2023, the carrying value of OREO totaled $10,000.
See the footnote titled “Assets and Liabilities Measured and Reported at Fair Value,” for additional detail regarding fair value measurements.
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Non-GAAP Financial Measures
The following table provides a reconciliation of total stockholders’ equity in accordance with GAAP to tangible stockholders’ equity (“TCE”), a non-GAAP disclosure. Bancorp provides the TCE per share, a non-GAAP measure, in addition to those defined by banking regulators, based on its widespread use by investors as a means to evaluate capital adequacy:
| December 31, (dollars and shares in thousands, except per share data) | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total stockholders' equity - GAAP (a) | $ | 940,476 | $ | 858,103 | ||||
| Less: Goodwill | (194,074 | ) | (194,074 | ) | ||||
| Less: Core deposit and other intangibles | (15,818 | ) | (20,304 | ) | ||||
| Tangible common equity - Non-GAAP (c) | $ | 730,584 | $ | 643,725 | ||||
| Total assets - GAAP (b) | $ | 8,863,419 | $ | 8,170,102 | ||||
| Less: Goodwill | (194,074 | ) | (194,074 | ) | ||||
| Less: Core deposit and other intangibles | (15,818 | ) | (20,304 | ) | ||||
| Tangible assets - Non-GAAP (d) | $ | 8,653,527 | $ | 7,955,724 | ||||
| Total stockholders' equity to total assets - GAAP (a/b) | 10.61 | % | 10.50 | % | ||||
| Tangible common equity to tangible assets - Non-GAAP (c/d) | 8.44 | % | 8.09 | % | ||||
| Total shares outstanding (e) | 29,431 | 29,329 | ||||||
| Book value per share - GAAP (a/e) | $ | 31.96 | $ | 29.26 | ||||
| Tangible common equity per share - Non-GAAP (c/e) | 24.82 | 21.95 |
The efficiency ratio, a non-GAAP measure, equals total non-interest expenses divided by the sum of net interest income (FTE) and non-interest income. In addition to the efficiency ratio presented, Bancorp considers an adjusted efficiency ratio. Bancorp believes it is important because it provides a comparable ratio after eliminating net gains (losses) on sales, calls, and impairment of investment securities, as well as net gains (losses) on sales of premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses, if applicable.
| Years ended December 31, (dollars in thousands) | 2024 | 2023 | 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total non-interest expenses (a) | $ | 198,179 | $ | 187,829 | $ | 191,791 | ||||||
| Less: Merger expenses | — | — | (19,500 | ) | ||||||||
| Less: Loss on disposition of LFA | — | — | (870 | ) | ||||||||
| Less: Amortization of investments in tax credit partnerships | — | (1,294 | ) | (353 | ) | |||||||
| Total non-interest expenses - Non-GAAP (c) | $ | 198,179 | $ | 186,535 | $ | 171,068 | ||||||
| Total net interest income, FTE | $ | 257,400 | $ | 247,869 | $ | 234,267 | ||||||
| Total non-interest income | 95,230 | 92,220 | 89,149 | |||||||||
| Total revenue - Non-GAAP (b) | 352,630 | 340,089 | 323,416 | |||||||||
| Less: (Gain)/loss on sale of premises and equipment | 100 | 30 | (4,341 | ) | ||||||||
| Less: Loss on sale of securities | — | 44 | — | |||||||||
| Total adjusted revenue - Non-GAAP (d) | $ | 352,730 | $ | 340,163 | $ | 319,075 | ||||||
| Efficiency ratio - Non-GAAP (a/b) | 56.20 | % | 55.23 | % | 59.30 | % | ||||||
| Adjusted efficiency ratio - Non-GAAP (c/d) | 56.18 | % | 54.84 | % | 53.61 | % |
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Interest income on a FTE basis includes the additional amount of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal, state and local taxes yielding the same after-tax income. Interest income, yields and ratios on a FTE basis are considered non-GAAP financial measures. Management believes net interest income on a FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a federal corporate income tax rate of 21%.
| Years ended December 31, (dollars in thousands) | 2024 | 2023 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total interest income - GAAP (a) | $ | 412,879 | $ | 346,696 | $ | 251,652 | |||||
| FTE adjustment for tax-exempt loans | 244 | 344 | 532 | ||||||||
| FTE adjustment for tax-exempt securities | 116 | 193 | 352 | ||||||||
| Total interest income, FTE - Non-GAAP (b) | $ | 413,239 | $ | 347,233 | $ | 252,536 |
FY 2023 10-K MD&A
SEC filing source: 0001437749-24-005669.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ’
Stock Yards Bancorp, Inc. (“Bancorp” or “the Company”), is a FHC headquartered in Louisville, Kentucky and is engaged in the business of banking through its wholly owned subsidiary, Stock Yards Bank & Trust Company (“SYB” or “the Bank”). Bancorp, which was incorporated in 1988 in Kentucky, is registered with, and subject to supervision, regulation and examination by, the Board of Governors of the Federal Reserve System. As Bancorp has no significant operations of its own, its business and the business of SYB are essentially the same. The operations of SYB are fully reflected in the consolidated financial statements of Bancorp. Accordingly, references to “Bancorp” in this document may encompass both the holding company and the Bank. All significant inter-company transactions and accounts have been eliminated in consolidation.
SYB, established in 1904, is a state-chartered non-member financial institution that provides services in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets through 71 full service banking center locations. The Bank is registered with, and subject to supervision, regulation and examination by the FDIC and the Kentucky Department of Financial Institutions.
As a result of its acquisition of Kentucky Bancshares, Inc. on May 31, 2021, Bancorp became the 100% successor owner of a Nevada-based insurance captive taxed under Section 831(b) of the Internal Revenue Code. On April 10, 2023, the IRS issued a proposed regulation that would potentially classify section 831(b) captive activity as a, “listed transaction,” and possibly disallow the related tax benefits, both prospectively and retroactively, for a period to be determined. While the regulation has not been finalized, it is expected to be finalized in 2024. Bancorp elected not to renew the Captive in August of 2023 and ultimately dissolved the Captive in December of 2023. The Captive’s activity is included in the Company’s consolidated financial statements and will be included in its 2023 federal income tax return. The Captive’s activity served to reduce Bancorp’s ETR by 0.2%, 0.3% and 0.2% for the years ended December 31, 2023, 2022 and 2021, respectively.
As a result of its acquisition of Commonwealth Bancshares, Inc. on March 7, 2022, Bancorp became the 100% successor owner of three unconsolidated Delaware trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings exchanged for subordinated debentures with similar terms to the TPS.
Also as a result of its acquisition of Commonwealth Bancshares, Inc., Bancorp acquired a 60% interest in LFA, a Bowling Green, Kentucky-based wealth management services company. Effective December 31, 2022, Bancorp’s partial interest in LFA was sold, resulting in a pre-tax loss of $870,000 recorded in other non-interest expense on the consolidated income statements for the quarter and year ended December 31, 2022. This acquired line of business was not within the Company’s geographic footprint and ultimately did not align with the Company’s long-term strategic model. Net income related to LFA and attributable to Bancorp’s 60% interest, excluding the pre-tax loss on disposition noted above, totaled $483,000 for the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying Footnotes presented in Part II Item 8 “Financial Statements and Supplementary Data.”
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Cautionary Statement Regarding Forward-Looking Statements
This document contains statements relating to future results of Bancorp that are considered “forward-looking” as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are principally, but not exclusively, contained in Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I Item 1A “Risk Factors.”
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the statement. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or other similar expressions. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.
Forward-looking statements detail management’s expectations regarding the future and are based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date forward-looking statements are made, except as required by applicable regulation.
There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Changes in, or forecasts of, future political and economic conditions, inflation or recession and efforts to control related developments; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in laws and regulations or the interpretation thereof; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | accuracy of assumptions and estimates used in establishing the ACL for loans, ACL for off-balance sheet credit exposures and other estimates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impairment of investment securities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impairment of goodwill, MSRs, other intangible assets and/or DTAs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively navigate an economic slowdown or other economic or market disruptions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in fiscal, monetary, and/or regulatory policies; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in tax polices including but not limited to changes in federal and state statutory rates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | behavior of securities and capital markets, including changes in interest rates, market volatility and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively manage capital and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | long-term and short-term interest rate fluctuations, as well as the shape of the U.S. Treasury yield curve; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the magnitude and frequency of changes to the FFTR implemented by the Federal Open Market Committee of the FRB; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competitive product and pricing pressures; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | projections of revenue, expenses, capital expenditures, losses, EPS, dividends, capital structure, etc.; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | integration of acquired financial institutions, businesses or future acquisitions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in the credit quality of Bancorp’s customers and counterparties, deteriorating asset quality and charge-off levels; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in technology instituted by Bancorp, its counterparties or competitors; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes to or the effectiveness of Bancorp’s overall internal control environment; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | adequacy of Bancorp’s risk management framework, disclosure controls and procedures and internal control over financial reporting; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in applicable accounting standards, including the introduction of new accounting standards; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in investor sentiment or behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in consumer/business spending or savings behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to appropriately address social, environmental and sustainability concerns that may arise from business activities; |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, and Bancorp’s ability to deal effectively with disruptions caused by the foregoing; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to maintain the security of its financial, accounting, technology, data processing and other operational systems and facilities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to withstand disruptions that may be caused by any failure of its operational systems or those of third parties; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively defend itself against cyberattacks or other attempts by unauthorized parties to access information of Bancorp, its vendors or its customers or to disrupt systems; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | other risks and uncertainties reported from time-to-time in Bancorp’s filings with the SEC, including Part I Item 1A “Risk Factors.” |
Acquisition of Commonwealth Bancshares, Inc. and its Subsidiary Commonwealth Bank & Trust Company
On March 7, 2022, Bancorp completed its acquisition of Commonwealth Bancshares, Inc. and its wholly owned subsidiary, Commonwealth Bank & Trust Company, collectively defined as “CB,” a Louisville, Kentucky-based commercial bank and trust company, which operated 15 retail branches, including nine in Jefferson County, four in Shelby County, and two in Northern Kentucky. At the time of acquisition and net of purchase accounting adjustments, CB had $1.34 billion in assets, $632 million in loans, $247 million in investment securities and $1.12 billion in deposits in addition to maintaining a WM&T Department with total AUM of approximately $2.65 billion. CB was also the holding company for three unconsolidated Delaware trust subsidiaries and held a 60% interest in LFA. Bancorp became the 100% successor owner of all three trust subsidiaries and also retained the 60% interest in LFA upon acquisition, the latter of which was disposed of effective December 31, 2022. Bancorp acquired all outstanding common stock of CB, Inc. in a combined stock and cash transaction that resulted in total consideration paid to CB shareholders of $168 million.
Bancorp recorded initial goodwill of approximately $67 million and incurred merger related expenses totaling $19.5 million during the first quarter of 2022 as a result of the CB acquisition. As a result of Bancorp’s disposition of its partial interest in LFA, which resulted in a pre-tax loss of $870,000 recorded in other non-interest expense on the consolidated income statements for the fourth quarter of 2022, goodwill totaling $8.5 million was written off, bringing total goodwill related to the CB acquisition to $58 million as of December 31, 2022.
The acquisition of CB had a significant impact on the ACL and credit loss provisioning in 2022. In total, the CB acquisition served to increase the ACL on loans by $14 million at acquisition date. This increase consisted of $10 million attributed to the acquired PCD loan portfolio, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense), and $4.4 million of provision for credit loss expense attributed to the acquired non-PCD portfolio, which represented the acquisition-related credit loss expense.
Issued but Not Yet Effective Accounting Standards Updates
For disclosure regarding the impact to Bancorp’s financial statements of issued-but-not-yet-effective ASUs, see the Footnote titled “Summary of Significant Accounting Policies” of Part II Item 8 “Financial Statements and Supplementary Data.”
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Critical Accounting Policies and Estimates
Bancorp’s consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.
Management continually evaluates its accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management.
Critical accounting policies are those that management believes are the most important to the portrayal of Bancorp’s financial condition and operating results and require management to make estimates that are difficult, subjective and complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with Bancorp’s Audit Committee. As of December 31, 2023, the significant accounting policy considered the most critical in preparing Bancorp’s consolidated financial statements is the determination of the ACL on loans.
Allowance for Credit Losses on Loans and Provision for Credit Losses
For purposes of establishing the general reserve of the ACL, Bancorp stratifies the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculates the net amount expected to be collected over the life of the loans to estimate the credit losses in the loan portfolio. Bancorp’s methodologies for estimating the ACL on loans consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.
The ACL on loans is established through credit loss expense charged to current earnings. The amount maintained in the ACL reflects management’s estimate of the net amount not expected to be collected on the loan portfolio at the balance sheet date over the life of the loan. The ACL is comprised of specific reserves assigned to certain loans that do not share general risk characteristics and general reserves on pools of loans that do share general risk characteristics. Factors contributing to the determination of specific reserves include the creditworthiness of the borrower and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate, an expected loss ratio based on historical losses adjusted as appropriate for qualitative factors, or the fair value of the collateral for certain collateral-dependent loans.
Provision for credit losses can be subject to volatility as ACL calculations and the resulting expense are significantly impacted by changes in CECL model assumptions such as macroeconomic factors and conditions, credit quality and loan composition. Forecasted economic conditions have been generally volatile since Bancorp’s adoption of CECL, as the pandemic, related government stimulus efforts, the Federal Reserve’s efforts to combat inflation, and recession-based fears have driven constantly changing estimates of the economy over the past several years.
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Business Segment Overview
Bancorp is divided into two reportable segments: Commercial Banking and WM&T:
Commercial Banking provides a full range of loan and deposit products to individual consumers and businesses in all its markets through retail lending, mortgage banking, deposit services, online banking, mobile banking, private banking, commercial lending, commercial real estate lending, leasing, treasury management services, merchant services, international banking, correspondent banking and other banking services. The Bank also offers securities brokerage services via its banking center network through an arrangement with a third party broker-dealer in the Commercial Banking segment.
WM&T provides investment management, financial & retirement planning and trust & estate services, as well as retirement plan management for businesses and corporations in all markets in which Bancorp operates. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size.
Overview – Operating Results (FTE)
The following table presents an overview Bancorp’s financial performance for the years ended December 31, 2023, 2022 and 2021:
| Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2023 | 2022 | 2021 | 2023 / 2022 | 2022 / 2021 | |||||||||||||||
| Net income available to stockholders | $ | 107,748 | $ | 92,972 | $ | 74,645 | 16 | % | 25 | % | ||||||||||
| Diluted earnings per share | $ | 3.67 | $ | 3.21 | $ | 2.97 | 14 | % | 8 | % | ||||||||||
| ROA | 1.39 | % | 1.25 | % | 1.33 | % | 14 | % | (8 | )bps | ||||||||||
| ROE | 13.44 | % | 12.58 | % | 13.02 | % | 86 | % | (44 | )bps |
Additional discussion follows under the section titled “Results of Operations.”
General highlights for the year ended December 31, 2023 compared to December 31, 2022:
| Column 1 | Column 2 |
|---|---|
| ● | In 2023, Bancorp set the following financial records: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net income of $107.7 million, and as a result, diluted EPS of $3.67, besting the previous records of $93.0 million and diluted EPS of $3.21 from 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total revenue, comprising net interest income FTE and non-interest income, of $340.1 million, surpassing the previous record of $323.4 million in 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Record loan production, which drove $579 million of loan growth (excluding PPP), leading to record total loans of $5.77 billion at December 31, 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | WM&T services income of $39.8 million, which was driven by solid net new business growth and strong fourth quarter performance within the equity and fixed income markets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Debit and credit card income of $19.4 million, consistent with organic and acquisition-related growth in transaction volume and customer base in addition to larger processor incentives. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Treasury management fee income of $10.0 million, led by strong transaction volume, organic and acquisition-related expansion of the customer base, new product sales and expanded international revenue. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net investment product sales commissions and fee income of $3.2 million stemming from organic growth and the full year impact of acquisition-related activity. |
| Column 1 | Column 2 |
|---|---|
| ● | Net income totaled $107.7 million for year ended December 31, 2023, resulting in diluted EPS of $3.67, compared to net income of $93.0 million for the year ended December 31, 2022, which resulted in diluted EPS of $3.21. The year ended December 31, 2022 was significantly impacted by the CB acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Record results for the year ended December 31, 2023 compared to the prior year were driven by significant organic growth, the full year impact of acquisition-related activity, the benefit to interest income of rising interest rates compared to the prior year and the continued growth of Bancorp’s diversified non-interest revenue streams. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While interest income benefitted from rising interest rates in 2023, an increase in the cost of funds stemming from deposit contraction and pricing pressure, as well as increased borrowing activity, had a substantial impact on results for the year ended December 31, 2023 compared to the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Bancorp completed its acquisition of CB on March 7, 2022. At the time of acquisition and net of purchase accounting adjustments, CB had approximately $1.34 billion in total assets, $632 million in loans, $247 million in investment securities and $1.12 billion in deposits. The year ended December 31, 2022 represented approximately 10 months of activity associated with the CB acquisition, including $19.5 million in merger expenses and $4.4 million in credit loss expense attributed to the acquired loan portfolio, which weighed heavily on prior year results. |
| Column 1 | Column 2 |
|---|---|
| ● | NIM increased 4 bps to 3.39% for the year ended December 31, 2023 compared to 3.35% for the prior year consistent with average balance sheet expansion and upward movement in interest rates experienced during the year. Net interest income FTE totaled $247.9 million for the year ended December 31, 2023, representing an increase of $13.6 million, or 6%, over the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Despite increased net interest income and NIM, net interest spread declined 43 bps to 2.78% for the year ended December 31, 2023 compared to the prior year. Rising deposit costs and increased borrowing activity drove a substantial increase in the cost of funds, which increased 157 bps to 1.97% for the year ended December 31, 2023, compared to 0.40% for the prior year. |
| Column 1 | Column 2 |
|---|---|
| ● | Total loans increased $565 million, or 11%, for the year ended December 31, 2023 compared to the prior year, with notable growth in CRE and Residential real estate being driven by a year of record loan production. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s ACL on loans increased $6 million, or 8%, compared to December 31, 2022. Provision for credit losses on loans totaled $12.5 million for the year ended December 31, 2023, compared to $9.7 million for the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | In addition to substantial loan growth, a flat unemployment forecast and other factors within the CECL model, Bancorp also recorded net charge offs of $6.6 million for the year ended December 31, 2023, driven by the charge off of two isolated and unrelated C&I relationships. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for credit losses on loans for the prior year period included $4.4 million of expense related to the acquired loan portfolio, and to a lesser extent, a deteriorating economic forecast. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $279 million, or 4%, at December 31, 2023 compared to December 31, 2022. While total deposit growth was experienced compared to the prior year, there was significant shift in the deposit base mix, as customers migrated from non-interest bearing products into higher-yielding alternatives and pricing pressure related to deposits intensified during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Interest-bearing deposits increased $681 million, or 15%, for the year ended December 31, 2023 compared to the prior year, led by a $511 million increase in time deposits associated with Bancorp’s successful promotional product offerings, offsetting a $402 million, or 21%, decline in non-interest bearing deposits. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $3.1 million, or 3%, for the year ended December 31, 2023 compared to the prior year. While virtually all traditional non-interest income revenue streams experienced significant increases over the year ended December 31, 2022, the prior year benefitted from non-recurring gains totaling $4.4 million associated with the sale of acquired properties. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses decreased $4.0 million, or 2%, for the year ended December 31, 2023 compared to the prior year. Non-interest expenses in general remained well-controlled and consistent with expansion, strong performance and continued investment in technology. The prior year included $19.5 million of merger expenses associated with the CB acquisition. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2023 was 55.23% compared to 59.30% for the year ended December 31, 2022. The elevated ratio for the prior year was the result of one-time merger-related expenses recorded in relation to the CB acquisition. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales and calls of investment securities, as well as net gains (losses) on sales of acquired premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses. Bancorp’s adjusted efficiency ratio for the year ended December 31, 2023 was 54.84% compared to 53.61% for the year ended December 31, 2022. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
Total stockholder’s equity to total assets was 10.50% as of December 31, 2023 compared to 10.14% at December 31, 2022. Total equity increased to $858 million in 2023, driven by net income of $107.7 million and a $23 million positive change in AOCI, offset partially by $35 million of dividends declared. The increase in AOCI from December 31, 2022 to December 31, 2023 was the result of the changing interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio.
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TCE is a measure of a company’s capital, which is useful in evaluating the quality and adequacy of capital. Bancorp’s ratio of TCE to total tangible assets was 8.09% as of December 31, 2023, compared to 7.44% at December 31, 2022, the improvement driven by growth in stockholder’s equity associated with the year’s strong operating results and the positive change in AOCI related to the valuation of the AFS debt securities portfolio. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
General highlights for the year ended December 31, 2022 compared to December 31, 2021:
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp completed its acquisition of CB on March 7, 2022. At the time of acquisition and net of purchase accounting adjustments, CB had approximately $1.34 billion in assets, $632 million in loans, $247 million in investment securities and $1.12 billion in deposits. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp completed its acquisition of KB on May 31, 2021. At the time of acquisition and net of purchase accounting adjustments, KB had approximately $1.27 billion in assets, $755 million in loans, $396 million in investments securities and $1.04 billion in deposits. |
| Column 1 | Column 2 |
|---|---|
| ● | In 2022, Bancorp set the following financial records: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Net income of $93.0 million, and as a result, diluted EPS of $3.21, besting the previous records of $74.6 million and diluted EPS of $2.97 from 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total revenue, comprising net interest income FTE and non-interest income, of $323.4 million, surpassing the previous record of $237.4 million in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Record loan production, which drove $529 million of organic loan growth (excluding PPP) and, combined with the acquisition of CB, led to record total loans of $5.21 billion at December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | WM&T services income of $36.1 million, which was driven by both organic and acquisition-related growth despite significant market downturns during the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Debit and credit card income of $18.6 million, supported by organic and acquisition-related growth in transaction volume and customer base. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Treasury management fee income of $8.6 million, led by increased transaction volume, new product sales and both organic and acquisition-related expansion of the customer base. |
| Column 1 | Column 2 |
|---|---|
| ● | NIM increased 13 bps to 3.35% for the year ended December 31, 2022 compared to 3.22% for the prior year consistent with average balance sheet expansion and upward movement in interest rates experienced over the year. Net interest income FTE totaled $234.3 million for the year ended December 31, 2022, representing an increase of $62.8 million, or 37%, over 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The NIM increase was driven by both organic and acquisition-related growth and the aforementioned rise in interest rates, which more than offset the increase in interest-bearing deposit costs and the substantial decline in PPP-related interest income. |
| Column 1 | Column 2 |
|---|---|
| ● | Total loans increased $1.04 billion, or 25%, for the year ended December 31, 2022 as compared to December 31, 2021, driven by the addition of $632 million in loans from the CB acquisition and strong organic loan portfolio growth. |
| Column 1 | Column 2 |
|---|---|
| ● | Total provision for credit losses totaled $10.3 million for the year ended December 31, 2022, compared to negative provision of $753,000 for the year ended December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Provision for credit loss expense of $4.4 million was recorded in relation to the loan portfolio added through the CB acquisition for the year ended December 31, 2022. In addition, increasing unemployment forecasts and strong organic loan growth served to increase expense for 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While provision of $7.4 million was recorded in relation to the loan portfolio added through the KB acquisition for the year ended December 31, 2021, it was offset by a cumulative net benefit of $8.2 million recorded for credit losses on loans and credit losses on off balance sheet exposures, which was driven by stabilizing unemployment forecasts, generally improving CECL model loss factors and line of credit utilization. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $604 million, or 10%, at December 31, 2022 compared to December 31, 2021. Approximately $1.12 billion of deposits were added as a result of the CB acquisition. Excluding acquisition-related activity, period-end deposit balances declined in 2022, as the elevated customer balances experienced toward the end of 2021 moderated, primarily due to contraction in non-interest bearing demand deposits. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $23.3 million, or 35%, for the year ended December 31, 2022 compared to the prior year, as 2022 benefitted from both significant contributions stemming from acquisition-related activity and organic growth. All non-interest income revenue streams experienced significant increases over the prior year, with the exception of mortgage banking, which experienced a significant decline in volume driven by rising rates compared to the historic low rates that benefitted much of 2021. In addition, non-recurring gains totaling $4.4 million were recorded during the year due to the sale of acquired properties. |
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| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses increased $49.5 million, or 35%, for the year ended December 31, 2022 compared to the same period of 2021. While both years experienced elevated non-interest expense as a result of merger-related expenses, most non-interest expense categories experienced significant increases over the prior year as a result of anticipated acquisition-related expansion. Non-interest expenses in general remained well-controlled and consistent with expansion, strong performance and continued investment in technology. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2022 was 59.30% compared to 59.92% for the year ended December 31, 2021, the elevated ratios being the result of one-time merger-related expenses recorded in relation to the respective acquisitions in both years. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales and calls of investment securities, as well as net gains (losses) on sales of acquired premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses. Bancorp’s adjusted efficiency ratio for the year ended December 31, 2022 was 53.61% compared to 51.76% for the year ended December 31, 2021. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
Total stockholder’s equity to total assets was 10.14% as of December 31, 2022 compared to 10.17% at December 31, 2021. Total equity increased to $760 million in 2022, driven by the issuance of $134 million in stock for the acquisition of CB and net income of $93.0 million, which were partially offset by a $108 million negative change in AOCI and $33 million of dividends declared. The large decline in AOCI from December 31, 2021 to December 31, 2022 was the result of the rising interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio. TCE is a measure of a company’s capital, which is useful in evaluating the quality and adequacy of capital. Bancorp’s ratio of TCE to total tangible assets was 7.44% as of December 31, 2022, compared to 8.22% at December 31, 2021, the decline driven by both the large interest-rate driven changes in AOCI noted above and acquisition-related growth. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
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Challenges for 2024:
Bancorp has identified the following challenges for fiscal year 2024:
| Column 1 | Column 2 |
|---|---|
| ● | Pricing pressure and competition for both loans and deposits will continue to present significant challenges in 2024, driven by uncertainty within the current interest rate environment, inversion of the yield curve and changing levels of liquidity within the banking system generally. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While the rising rate environment experienced in 2023 led to higher yields within the loan portfolio, continued inversion of the yield curve creates a general pricing mismatch between the rates earned on longer-term loans and the rates paid on shorter-term deposits. To the extent growth in the cost of interest bearing liabilities outpaces growth in the yield produced by interest-earning assets, NIM compression could continue. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Significant pressure was placed on NIM in 2023 as a result of a substantial and rapid increase in the cost of funds, as depositors migrated from non-interest bearing deposits to higher-yielding alternatives and borrowing activity increased. Bancorp expects related NIM compression to continue into the first part of 2024, with the percentage of non-interest bearing deposits to total deposits continuing to decline. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Successfully funding loan growth will require Bancorp to manage liquidity in a cost-effective manner and could depend largely on Bancorp’s ability to raise and maintain deposits, which will present challenges in the current environment. While other sources of funding are available, they are typically more expensive than in-market deposit relationships and the extent to which they are utilized could increase our overall cost of funding. |
| Column 1 | Column 2 |
|---|---|
| ● | Continued monetary policy changes (or lack thereof) by the FRB and the corresponding impact on local, national and global economic conditions could present numerous challenges in 2024. The possibility of recession, given an already-inverted yield curve and uncertainty related to future interest rate moves could threaten loan demand, subdue business and consumer spending, and create significant volatility for the markets in general. Further, the severity of a potential recession and its effect on the unemployment forecast, the primary loss driver within Bancorp’s ACL model, could result in substantially higher ACL provisioning. |
| Column 1 | Column 2 |
|---|---|
| ● | Net loan growth will be a major focus for Bancorp in 2024. This will be impacted by competition, prevailing interest rates, economic conditions, line of credit utilization and loan prepayments. Bancorp believes there is continued opportunity for loan growth in all of its markets. Bancorp’s ability to deliver attractive loan growth over the long-term is linked to Bancorp’s overall success. |
| Column 1 | Column 2 |
|---|---|
| ● | The continued development of the relationships and opportunities in Bancorp’s newer markets remains a priority for 2024. The Company’s growing footprint has allowed Bancorp to provide broader product offerings, increased lending capabilities and an expanded branch delivery system to existing and prospective customers alike, creating solid growth opportunities and a larger platform for future expansion. Prioritizing the development of the opportunities afforded by recent acquisitions will play a major role in delivering strong operating results in the coming year. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp derives significant non-interest income from WM&T services. Most of these fees are based upon the market value of AUM at respective period ends. Absent fixed income and equity market movements, to grow this revenue stream, Bancorp must attract new customers and retain existing customers. Bancorp believes there is opportunity for growth of the WM&T business in all of its markets. Growth in market values of AUM and fees is dependent upon positive returns in the overall capital markets, which could be threatened should economic conditions worsen. Bancorp has no control over market volatility. |
| Column 1 | Column 2 |
|---|---|
| ● | Over the past several years, Bancorp’s asset quality metrics have trended within a low range, periodically exceeding benchmarks and reaching historically strong levels. Bancorp realizes that present asset quality metrics are positive and, recognizing the cyclical nature of the lending business and current economic conditions, Bancorp anticipates this trend will likely normalize over time. |
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Results of Operations
Net Interest Income - Overview
As is the case with most banks, Bancorp’s primary revenue sources are net interest income and fee income from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to overall profitability. Similarly, deposit volume is crucial to funding loans and rates paid on deposits directly impact profitability. New business volume is influenced by numerous economic factors including market interest rates, business spending, liquidity, consumer confidence and various competitive conditions within the marketplace. The discussion that follows is based on FTE net interest income data.
Comparative information regarding net interest income follows:
| As of and for the Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 | 2022 | 2021 | 2023 / 2022 | 2022 / 2021 | |||||||||||||||
| Net interest income | $ | 247,332 | $ | 233,383 | $ | 171,074 | 6 | % | 36 | % | ||||||||||
| Net interest income (FTE)* | 247,869 | 234,267 | 171,508 | 6 | % | 37 | % | |||||||||||||
| Net interest spread (FTE)* | 2.78 | % | 3.21 | % | 3.16 | % | (43 | )bps | 5 | bps | ||||||||||
| Net interest margin (FTE)* | 3.39 | % | 3.35 | % | 3.22 | % | 4 | bps | 13 | bps | ||||||||||
| Average interest earning assets | $ | 7,303,763 | $ | 6,987,365 | $ | 5,318,968 | 5 | % | 31 | % | ||||||||||
| Average interest bearing liabilities | $ | 5,052,106 | $ | 4,538,911 | $ | 3,391,709 | 11 | % | 34 | % | ||||||||||
| Five year Treasury note rate at year end | 3.84 | % | 3.99 | % | 1.26 | % | (15 | )bps | 273 | bps | ||||||||||
| Average five year Treasury note rate | 4.06 | % | 3.00 | % | 0.86 | % | 106 | bps | 214 | bps | ||||||||||
| Prime rate at year end | 8.50 | % | 7.50 | % | 3.25 | % | 100 | bps | 425 | bps | ||||||||||
| Average Prime rate | 8.20 | % | 4.85 | % | 3.25 | % | 335 | bps | 160 | bps | ||||||||||
| One month term SOFR at year end | 5.35 | % | 4.36 | % | 0.06 | % | 99 | bps | 430 | bps | ||||||||||
| Average one month term SOFR | 5.07 | % | 1.99 | % | 0.04 | % | 308 | bps | 195 | bps |
*See table titled, "Average Balance Sheets and Interest Rates (FTE)" for detail of Net interest income (FTE).
NIM and net interest spread calculations above exclude the sold portion of certain participation loans, which totaled $4 million, $5 million and $5 million for the years ended December 31, 2023, 2022 and 2021, respectively. These sold loans are on Bancorp’s balance sheet as required by GAAP because Bancorp retains some form of effective control; however, Bancorp receives no interest income on the sold portion. These participation loans sold are excluded from NIM and spread analysis, because Bancorp believes it provides a more accurate depiction of loan portfolio performance.
At December 31, 2023, Bancorp’s loan portfolio consisted of approximately 72% fixed and 28% variable rate loans. At inception, most of Bancorp’s fixed rate loans are priced in relation to the five year treasury. Bancorp’s variable rate loans are typically indexed to either Prime or SOFR, generally repricing as those rates change. At December 31, 2023, approximately 61% and 39% of Bancorp’s variable rate loan portfolio was indexed to Prime and SOFR, respectively.
Prime rate, the five year Treasury note rate, one month term SOFR are included in the table above to provide a general indication of the interest rate environment Bancorp has operated in during the past three years, a period marked by a dramatic rise in interest rates.
The FRB has taken aggressive interest rate action over this period, holding the FFTR at the pandemic-driven range of 0.00% - 0.25% for the entirety of 2021 until beginning a rate hike strategy in 2022 aimed at taming inflation that had reached its highest levels in decades. The FFTR was increased a total of 425 bps in 2022, and another 100 bps in 2023, ending at a range of 5.25% - 5.50% as of December 31, 2023. As a result, Prime increased from 3.25% at the beginning of 2021 to 8.50% as of December 31, 2023.
Bancorp experienced significant benefit from the rate increases enacted in 2022, as the majority of Bancorp’s variable rate loans rose above their 4.00% floors and deposit rates remained low. However, as interest rates continued to rise in 2023, the positive impact rising rates had on the loan portfolio began to be offset by higher deposit rates stemming from intense pricing pressure and competition, which began to drive NIM compression.
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The current economic outlook remains volatile, regularly changing as new economic data becomes available and the FRB’s efforts to control inflation continue. It is generally anticipated that short-term interest rates will decline at some point in 2024, but there is wide speculation regarding when the FRB will cut the FFTR. Given current economic uncertainty, Bancorp expects ongoing pricing pressure/competition for both loans and deposits, changing levels of liquidity within the banking system generally and an inverted yield curve will continue to place pressure on NIM in the first part of 2024.
Discussion of 2023 vs 2022:
Net interest spread (FTE) and NIM (FTE) were 2.78% and 3.39%, for the year ended December 31, 2023 compared to 3.21% and 3.35% for the year ended December 31, 2022, respectively. NIM during the year ended December 31, 2023 was significantly impacted by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The rapidly rising interest rate environment that has evolved from the sustained, pandemic-driven lows experienced beginning in 2020. The FFTR was lowered to a range of 0% - 0.25% in March of 2020, which resulted in Prime dropping to 3.25%, where it remained until the FRB’s first hike in mid-March 2022. The FFTR stood at a range of 5.25% - 5.50%, and Prime at 8.50%, as of December 31, 2023, as a result of aggressive interest rate action from the FRB during 2022 and 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The positive impact of rising interest rates on interest-earning assets, which drove a substantial increase in interest income across all interest-earning asset categories. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A significant increase in the cost of funds, as depositors migrated to higher yielding deposit alternatives, competition for deposits intensified and Bancorp’s borrowing activity increased, which partially offset the growth of yields on interest-earning assets noted above. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Balance sheet expansion stemming from both organic growth and the full year impact of acquisition-related activity for the year ended December 31, 2023 compared to the prior year. |
Net interest income (FTE) increased $13.6 million, or 6%, for the year ended December 31, 2023 compared to the same period of 2022, attributed largely to significant organic loan growth, the full year impact of acquisition-related activity and the benefits of a rising interest rate environment, which more than offset rising funding costs.
Total average interest earning assets increased $316.4 million, or 5%, to $7.30 billion for the year ended December 31, 2023, as compared to year ended December 31, 2022, with the average rate earned on total interest earning assets increasing 114 bps to 4.75%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loan balances increased $604 million, or 13%, for the year ended December 31, 2023, compared to the prior year. Average non-PPP loan growth of $648 million, or 14%, was driven by strong organic growth and the full year impact of acquisition-related activity, which was partially offset by a $44 million, or 83%, decline in average PPP loan balances resulting from continued forgiveness activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities grew $17 million, or 1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, attributed to a combination of strategically deploying excess liquidity through further investment and the full year impact of acquisition-related activity, which was partially offset by normal amortization and maturity activity during 2023. Investment security purchases during 2023 were minimal. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances decreased $313 million, or 66%, for the year ended December 31, 2023, as loan growth and average total deposit contraction have led to lower levels of liquidity compared to the prior year. |
Total interest income (FTE) increased $94.7 million, or 37%, to $347.2 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income (FTE) on loans increased $85.7 million, or 40%, to $302.4 million for the year ended December 31, 2023, compared to the prior year, driven by the rising rate environment and both organic and acquisition-related growth, which more than offset a $4.6 million, or 95%, decline in PPP-related income. The yield on the overall loan portfolio increased 108 bps to 5.58% for the year ended December 31, 2023, compared to 4.50% for the year ended December 31, 2022. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Growth in average investment securities led to a $5.5 million, or 19%, increase in interest income (FTE) on the portfolio for the year ended December 31, 2023 compared to the prior year, driving a 30 bps, or 17%, increase in the corresponding yield on the portfolio. The increased yield on the investment securities portfolio was driven by the benefit of investments purchased in the prior year once rates began to rise and the continued amortization and maturity of lower-yielding securities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on FFS and interest bearing due from bank balances increased $2.4 million, or 40%, for the year ended December 31, 2023, as rising short-term interest rates more than offset a $313 million decline in related average balances. The yield on these assets increased 386 bps to 5.12% for the year ended December 31, 2023 compared to the same period of 2022, stemming from the dramatic increase in the FFTR over the past 12 months. |
Total average interest bearing liabilities increased $513.2 million, or 11%, to $5.05 billion for the year ended December 31, 2023 compared with the year ended December 31, 2022, with the total average cost increasing 157 bps to 1.97%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $223 million, or 5%, for the year ended December 31, 2023 compared to the prior year. This increase stems mainly from an increase in time deposits during 2023 attributed to general customer migration to higher-yielding deposit alternatives and Bancorp’s promotional offerings, which has been partially offset by contraction in other interest bearing deposit categories. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances totaled $280 million for the year ended December 31, 2023. Bancorp utilized overnight borrowings with the FHLB during 2023 based on evolving liquidity needs. Bancorp also utilized rolling term advances in conjunction with three separate interest rate swaps during the year ended December 31, 2023 in an effort to secure longer-term funding at a more favorable rate. The minimal FHLB advance activity that occurred in the prior year was the result of utilizing a one-week cash management advance at year-end for short-term liquidity purposes, which represented the only FHLB advance used during 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average subordinated debentures totaled $26.6 million for the year ended December 31, 2023. These subordinated debentures were added as a result of the CB acquisition during the first quarter of 2022. |
Total interest expense increased $81.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, driven by substantial deposit rate increases and increased borrowing activity, and to a lesser extent, acquisition-related expansion. As a result, the cost of interest bearing liabilities increased 157 bps to 1.97% for the year ended December 31, 2023 compared to the prior year.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense increased $65.2 million, mainly as a result aforementioned deposit rate increases, resulting in a 140 bps increase in the cost of interest bearing deposits for the year ended December 31, 2023 compared to the prior year. Bancorp expects pricing pressure/competition stemming from the rising rate environment to continue in the coming months. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense of $12.8 million was recorded in relation to FHLB borrowings for the year ended December 31, 2023, driven by the increased borrowing activity previously noted. Interest expense of $12,000 was recorded for the year ended December 31, 2022, which stemmed entirely from a one-week cash management advance utilized at year-end. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense totaling $2.2 million was recorded for the year ended December 31, 2023, as a result of the subordinated debentures added through the prior year acquisition, approximately $397,000 of which stems from purchase accounting-related mark-to-market amortization. Interest expense totaling $1.1 million was recorded for the year ended December 31, 2022, $331,000 of which stemmed from the purchase accounting-related mark-to-market amortization. |
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Discussion of 2022 vs 2021:
Net interest spread (FTE) and NIM (FTE) were 3.21% and 3.35%, for the year ended December 31, 2022 compared to 3.16% and 3.22% for the same period in 2021, respectively. NIM during the year ended December 31, 2022 was significantly impacted by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A rapidly rising interest rate environment evolving from the sustained, pandemic-driven lows experienced over the prior two years. The FFTR was lowered to a range of 0% - 0.25% in March of 2020, which resulted in Prime dropping to 3.25%, where it remained until mid-March 2022. The FFTR stood at a range of 4.25% - 4.50%, and Prime at 7.50%, as of December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bancorp’s first deposit rate increases in nearly two years, stemming from the aforementioned rising rate environment, which drove a $10.8 million increase in interest expense on deposits for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Substantial balance sheet expansion stemming from both acquisition-related activity and organic growth, which resulted in total average earning asset growth of $1.67 billion, or 31%, and average interest-bearing liability growth of $1.15 billion, or 34%, for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Overall excess balance sheet liquidity, which placed pressure on NIM in both periods. Excess liquidity within the banking system in general peaked towards the end of 2021 and moderated through the year ended December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | PPP forgiveness activity, and the related recognition of fee income on such loans declined significantly in 2022, as the vast majority of the original portfolio became forgiven. The average balance of the PPP loan portfolio decreased $345 million, or 87%, and related income decreased $17.3 million, or 78%, for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The addition of $26 million of subordinated debt in association with the CB acquisition contributed $1.1 million of interest expense for the year ended December 31, 2022, $331,000 of which was attributed to purchase accounting-related mark-to-market amortization. No such activity was recorded for the year ended December 31, 2021. |
Net interest income (FTE) increased $62.8 million, or 37%, for the year ended December 31, 2022 compared to the same period of 2021, largely as a result of acquisition-related activity, but also driven in part by strong organic loan growth, substantial deployment of excess liquidity into the investment securities portfolio and the benefit of a rising interest rate environment. Partially offsetting this increase was the rising cost of interest bearing deposits and the addition of subordinated debt through the CB acquisition.
Total average interest earning assets increased $1.67 billion, or 31%, to $6.99 billion for the year ended December 31, 2022, as compared to the same period of 2021, with the average rate earned on total interest earning assets increasing from 3.34% to 3.61%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loan balances increased $868 million, or 22%, for the year ended December 31, 2022 compared to the same period of 2021. Average non-PPP loan growth of $1.21 billion, or 34%, was driven by acquisition-related expansion and strong organic growth, which was partially offset by a $345 million, or 87%, decline in average PPP loan balances, as a result of forgiveness activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities grew $771 million, or 86%, for the year ended December 31, 2022 compared to the same period of 2021, attributed to a combination of strategically deploying excess liquidity through further investment and acquisition-related activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances increased $31 million, or 7%, for the year ended December 31, 2022 due to on-going excess balance sheet liquidity. While average balances reflected excess balance sheet liquidity, actual excess balance sheet liquidity gradually declined through December 31, 2022, and reached more moderate levels by year-end. |
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Total interest income (FTE) increased $75.0 million, or 42%, to $252.5 million for the year ended December 31, 2022, as compared to the same period of 2021.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income (FTE) on loans increased $52.2 million, or 32%, to $216.7 million for the year ended December 31, 2022 compared to the same period of 2021, driven by both organic and acquisition-related growth in the non-PPP portfolio and the rising rate environment, which more than offset a $17.3 million, or 78%, decline in PPP-related income. The yield on the overall loan portfolio climbed to 4.50% for the year ended December 31, 2022, compared to 4.16% for the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Significant growth in average investment securities led to a $17.2 million increase interest income (FTE) on the portfolio for the year ended December 31, 2022 compared to the same period of 2021, driving a 42 bps, or 32%, increase in the corresponding yield on the portfolio. Substantial deployment of excess liquidity benefitted the investment portfolio as the yields earned on recent purchases have improved dramatically in tandem with rising rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on FFS and interest bearing due from bank balances increased $5.4 million for the year ended December 31, 2022, as a result of average balance growth stemming from excess balance sheet liquidity and rising interest rates. The yield on these assets increased 112 bps to 1.26% for the year ended December 31, 2022 compared to the same period of 2021, stemming from the dramatic increase in the FFTR over the period. |
Total average interest bearing liabilities increased $1.15 billion, or 34%, to $4.54 billion for the year ended December 31, 2022 compared with the same period in 2021, with the total average cost increasing 22 bps to 0.40%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $1.08 billion, or 33%, for the year ended December 31, 2022 compared to the same period in 2021, with interest-bearing demand deposits accounting for $585 million of the increase. The significant growth was attributed to both acquisition-related activity and organic growth stemming from the industry-wide trend of customers maintaining higher levels of liquidity, which was experienced for several quarters. However, excluding acquisition-related activity, period-end deposit balances declined in 2022, as the elevated customer balances noted above moderated. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consistent with the average interest bearing deposit growth noted above, average SSUAR balances increased $60 million for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances decreased $16 million for the year ended December 31, 2022 compared to the same period of the prior year, as all outstanding term FHLB advances either matured or were paid off by the end of 2021. The minimal average balance of FHLB advances for the year ended December 31, 2022 stemmed from a one-week cash management advance that was utilized by Bancorp at year-end for short-term liquidity purposes, which represented the only FHLB advance used during 2022, and matured in early January 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Subordinated debentures totaling $26 million were added as a result of the CB acquisition during the first quarter of 2022. The corresponding average balance for the year ended December 31, 2022 totaled $22 million. |
Total interest expense increased $12.3 million for the year ended December 31, 2022 compared to the same period of 2021, driven by acquisition-related average balance growth, Bancorp’s first deposit rate increases in almost two years and debt assumed through the CB acquisition. As a result, the cost of interest bearing liabilities increased 22 bps to 0.40% for the year ended December 31, 2022 compared to the same period of 2021.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense increased $10.8 million as a result of acquisition-related activity and the aforementioned deposit rate increases, resulting in a 20 bps increase in the cost of interest bearing deposits. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense totaling $1.1 million was recorded for the year ended December 31, 2022 as a result of the subordinated debentures assumed through the CB acquisition, approximately $331,000 of which stems from purchase accounting-related mark-to-market amortization. No such activity was recorded for year ended December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on FHLB advances was recorded for the year ended December 31, 2022 was a minimal $12,000, as all FHLB advances either matured or paid off by the end of 2021, resulting in a decline of $325,000 compared to the same period of the prior year. |
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Average Balance Sheets and Interest Rates (FTE)
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Average | Average | Average | Average | Average | |||||||||||||||||||||||||||||||
| Years ended December 31, (dollars in thousands) | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | |||||||||||||||||||||||||||
| Interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 164,314 | $ | 8,411 | 5.12 | % | $ | 477,341 | $ | 6,018 | 1.26 | % | $ | 446,783 | $ | 645 | 0.14 | % | ||||||||||||||||||
| Mortgage loans held for sale | 6,822 | 211 | 3.09 | 8,835 | 190 | 2.15 | 11,170 | 249 | 2.23 | |||||||||||||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||||||||||||||
| Taxable | 1,602,335 | 32,706 | 2.04 | 1,594,942 | 27,302 | 1.71 | 879,298 | 11,575 | 1.32 | |||||||||||||||||||||||||||
| Tax-exempt | 85,304 | 1,957 | 2.29 | 75,382 | 1,851 | 2.46 | 19,636 | 340 | 1.73 | |||||||||||||||||||||||||||
| Total securities | 1,687,639 | 34,663 | 2.05 | 1,670,324 | 29,153 | 1.75 | 898,934 | 11,915 | 1.33 | |||||||||||||||||||||||||||
| Federal Home Loan Bank stock | 22,123 | 1,560 | 7.05 | 11,741 | 505 | 4.30 | 10,824 | 262 | 2.42 | |||||||||||||||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | 8,877 | 242 | 2.73 | 52,704 | 4,798 | 9.10 | 397,282 | 22,044 | 5.55 | |||||||||||||||||||||||||||
| Non-PPP loans | 5,413,988 | 302,146 | 5.58 | 4,766,420 | 211,872 | 4.45 | 3,553,975 | 142,395 | 4.01 | |||||||||||||||||||||||||||
| Total loans | 5,422,865 | 302,388 | 5.58 | 4,819,124 | 216,670 | 4.50 | 3,951,257 | 164,439 | 4.16 | |||||||||||||||||||||||||||
| Total interest earning assets | 7,303,763 | 347,233 | 4.75 | 6,987,365 | 252,536 | 3.61 | 5,318,968 | 177,510 | 3.34 | |||||||||||||||||||||||||||
| Less allowance for credit losses on loans | 78,352 | 65,672 | 57,696 | |||||||||||||||||||||||||||||||||
| Non-interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 80,061 | 90,481 | 63,477 | |||||||||||||||||||||||||||||||||
| Premises and equipment, net | 102,895 | 106,631 | 69,483 | |||||||||||||||||||||||||||||||||
| Bank owned life insurance | 85,746 | 68,325 | 44,720 | |||||||||||||||||||||||||||||||||
| Goodwill | 194,074 | 188,949 | 84,853 | |||||||||||||||||||||||||||||||||
| Accrued interest receivable and other | 87,387 | 62,801 | 103,081 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 7,775,574 | $ | 7,438,880 | $ | 5,626,886 | ||||||||||||||||||||||||||||||
| Interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||||||||||||||
| Interest bearing demand | $ | 2,277,001 | $ | 34,262 | 1.50 | % | $ | 2,218,416 | $ | 9,186 | 0.41 | % | $ | 1,633,606 | $ | 1,771 | 0.11 | % | ||||||||||||||||||
| Savings | 483,245 | 1,308 | 0.27 | 538,971 | 638 | 0.12 | 328,570 | 93 | 0.03 | |||||||||||||||||||||||||||
| Money market | 1,115,331 | 24,077 | 2.16 | 1,140,025 | 5,284 | 0.46 | 919,778 | 589 | 0.06 | |||||||||||||||||||||||||||
| Time | 732,998 | 21,938 | 2.99 | 487,981 | 1,304 | 0.27 | 420,308 | 3,174 | 0.76 | |||||||||||||||||||||||||||
| Total interest bearing deposits | 4,608,575 | 81,585 | 1.77 | 4,385,393 | 16,412 | 0.37 | 3,302,262 | 5,627 | 0.17 | |||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 123,111 | 2,087 | 1.70 | 122,154 | 567 | 0.46 | 62,534 | 24 | 0.04 | |||||||||||||||||||||||||||
| Federal funds purchased | 13,794 | 689 | 4.99 | 9,357 | 154 | 1.65 | 10,596 | 14 | 0.13 | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 280,068 | 12,768 | 4.56 | 274 | 12 | 4.38 | 16,317 | 337 | 2.07 | |||||||||||||||||||||||||||
| Subordinated debentures | 26,558 | 2,235 | 8.42 | 21,733 | 1,124 | 5.17 | — | — | — | |||||||||||||||||||||||||||
| Total interest bearing liabilities | 5,052,106 | 99,364 | 1.97 | 4,538,911 | 18,269 | 0.40 | 3,391,709 | 6,002 | 0.18 | |||||||||||||||||||||||||||
| Non-interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Non-interest bearing demand deposits | 1,763,157 | 2,053,213 | 1,578,795 | |||||||||||||||||||||||||||||||||
| Accrued interest payable and other | 158,718 | 107,958 | 83,121 | |||||||||||||||||||||||||||||||||
| Total liabilities | 6,973,981 | 6,700,082 | 5,053,625 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 801,593 | 738,798 | 573,261 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholder's equity | $ | 7,775,574 | $ | 7,438,880 | $ | 5,626,886 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 247,869 | $ | 234,267 | $ | 171,508 | ||||||||||||||||||||||||||||||
| Net interest spread | 2.78 | % | 3.21 | % | 3.16 | % | ||||||||||||||||||||||||||||||
| Net interest margin | 3.39 | % | 3.35 | % | 3.22 | % |
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Supplemental Information - Total Company Average Balance Sheets and Interest Rates (FTE)
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average loan balances include the principal balance of non-accrual loans, as well as unearned income such as loan premiums, discounts, fees/costs and exclude participation loans accounted for as secured borrowings. Participation loans averaged $4 million, $5 million and $5 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on a FTE basis includes additional amounts of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal taxes yielding the same after-tax income. Interest income on municipal securities and tax-exempt loans has been calculated on a FTE basis using a federal income tax rate of 21%. Approximate tax equivalent adjustments to interest income were $537,000, $884,000 and $434,000 for the years ended December 31, 2023, 2022 and 2021, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income includes loan fees of $5.2 million ($242,000 associated with the PPP), $10.3 million ($4.2 million associated with the PPP) and $20.5 million ($18.1 million associated with the PPP) for the years ended December 31, 2023, 2022 and 2021, respectively. Interest income on loans may be impacted by the level of prepayment fees collected and accretion related to loans purchased. Accretion income/ (amortization expense) related to acquired loans totaled $2.4 million, $2.6 million and ($112,000) for the years ended December 31, 2023, 2022 and 2021, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income, the most significant component of Bancorp's earnings, represents total interest income less total interest expense. The level of net interest income is determined by mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and changes in interest rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | NIM represents net interest income on a FTE basis as a percentage of average interest earning assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest spread (FTE) is the difference between taxable equivalent rates earned on interest earning assets less the cost of interest bearing liabilities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The fair market value adjustment on investment securities resulting from ASC 320, Investments – Debt and Equity Securities is included as a component of other assets. |
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The following table illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Bancorp’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Tax-equivalent adjustments are based on a federal income tax rate of 21%. The change in interest due to both rate and volume has been allocated to the change due to rate and the change due to volume in proportion to the relationship of the absolute dollar amounts of the change in each.
Rate/Volume Analysis (FTE)
| Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compared to | Compared to | |||||||||||||||||||||||
| Year ended December 31, 2022 | Year ended December 31, 2021 | |||||||||||||||||||||||
| Total Net | Increase (Decrease) Due to | Total Net | Increase (Decrease) Due to | |||||||||||||||||||||
| (in thousands) | Change | Rate | Volume | Change | Rate | Volume | ||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 2,393 | $ | 8,471 | $ | (6,078 | ) | $ | 5,373 | $ | 5,326 | $ | 47 | |||||||||||
| Mortgage loans held for sale | 21 | 71 | (50 | ) | (59 | ) | (9 | ) | (50 | ) | ||||||||||||||
| Investment securities: | ||||||||||||||||||||||||
| Taxable | 5,404 | 5,277 | 127 | 15,727 | 4,239 | 11,488 | ||||||||||||||||||
| Tax-exempt | 106 | (127 | ) | 233 | 1,511 | 194 | 1,317 | |||||||||||||||||
| Federal Home Loan Bank stock | 1,055 | 443 | 612 | 243 | 219 | 24 | ||||||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | (4,556 | ) | (2,083 | ) | (2,473 | ) | (17,246 | ) | 8,919 | (26,165 | ) | |||||||||||||
| Non-PPP Loans | 90,274 | 58,935 | 31,339 | 69,477 | 16,874 | 52,603 | ||||||||||||||||||
| Total interest income | 94,697 | 70,987 | 23,710 | 75,026 | 35,762 | 39,264 | ||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||
| Interest bearing demand | 25,076 | 24,827 | 249 | 7,415 | 6,580 | 835 | ||||||||||||||||||
| Savings | 670 | 742 | (72 | ) | 545 | 454 | 91 | |||||||||||||||||
| Money market | 18,793 | 18,910 | (117 | ) | 4,695 | 4,521 | 174 | |||||||||||||||||
| Time | 20,634 | 19,666 | 968 | (1,870 | ) | (2,315 | ) | 445 | ||||||||||||||||
| Total interest bearing deposits | 65,173 | 64,145 | 1,028 | 10,785 | 9,240 | 1,545 | ||||||||||||||||||
| Securities sold under agreements to repurchase | 1,520 | 1,516 | 4 | 543 | 500 | 43 | ||||||||||||||||||
| Federal funds purchased | 535 | 434 | 101 | 140 | 142 | (2 | ) | |||||||||||||||||
| Federal Home Loan Bank advances | 12,756 | 1 | 12,755 | (325 | ) | (158 | ) | (167 | ) | |||||||||||||||
| Subordinated debt | 1,111 | 821 | 290 | 1,124 | — | 1,124 | ||||||||||||||||||
| Total interest expense | 81,095 | 66,917 | 14,178 | 12,267 | 9,724 | 2,543 | ||||||||||||||||||
| Net interest income | $ | 13,602 | $ | 4,070 | $ | 9,532 | $ | 62,759 | $ | 26,038 | $ | 36,721 |
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Asset/Liability Management and Interest Rate Risk
Managing interest rate risk is fundamental for the financial services industry. The primary objective of interest rate risk management is to neutralize effects of interest rate changes on net income. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity with the goal of optimizing net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.
Interest Rate Simulation Sensitivity Analysis
Bancorp uses an earnings simulation model to estimate and evaluate the impact of an immediate change in interest rates on earnings in a one-year forecast. The simulation model is designed to reflect dynamics of interest earning assets and interest bearing liabilities. By estimating effects of interest rate fluctuations, the model can approximate interest rate risk exposure. This simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and may not indicate actual or expected results.
The results of the interest rate sensitivity analysis performed as of December 31, 2023 were derived from conservative assumptions Bancorp uses in its model, particularly in relation to deposit betas, which measure how responsive management’s deposit repricing may be to changes in market rates based on historical data. Management uses different betas in the rising and falling rate scenarios in an effort to best simulate expected earnings trends. The results presented below reflect an interest rate sensitivity analysis that incorporates a deposit beta of approximately 68% for rising rate scenarios and 37% for falling rate scenarios, respectively. While the betas experienced since rates began to rise in the first quarter of 2022 were significantly below the 68% beta used in the model, the Company anticipates future rising rate scenario betas to return to the historic averages. The 37% beta used in the falling rate scenario is the result of management’s expectations of deposit rate decreases given the current characteristics of the deposit portfolio.
Bancorp’s interest rate simulation sensitivity analysis details that increases in interest rates of 100 and 200 bps would have a negative effect on net interest income, as would decreases in interest rates of 100, 200 and 300 bps. These results depict a slightly liability sensitive interest rate risk profile in rising rate scenarios and an asset sensitive position in the falling rate scenarios. The decrease in net interest income in the rising rate scenarios is primarily due to variable rate loans and short-term investments repricing slower than deposits and short-term borrowings. The decrease in net interest income in the falling rate scenarios is the result of the lower beta experienced since rates began to rise in the first quarter of 2022, which was the result of a significant percentage of the Company’s deposit cost being less than 100 bps, and therefore cannot decrease the full 100, 200 or 300 bps simulated in the model.
| -200 | -100 | 100 | 200 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Basis Points | Basis Points | Basis Points | Basis Points | |||||||||||||
| % Change from base net interest income at December 31, 2023 | -3.68 | % | -1.59 | % | -2.11 | % | -4.24 | % |
Bancorp’s loan portfolio is currently composed of approximately 72% fixed and 28% variable rate loans, with the fixed rate portion pricing generally based on a spread to the five year treasury curve at the time of origination and the variable portion pricing based on an on-going spread to Prime (approximately 61%) or one month LIBOR/SOFR (approximately 39%).
In July 2017, the Financial Conduct Authority (the “FCA”), the authority regulating LIBOR, along with various other regulatory bodies, announced that LIBOR would likely be discontinued at the end of 2021. Subsequent to that announcement, in November 2020, the FCA announced that many tenors of LIBOR would continue to be published through June 2023. Subsequent to this, Bank regulators instructed banks to discontinue new originations referencing LIBOR as soon as possible, but no later than December 2021. Effective December 31, 2021, LIBOR was no longer used to issue new loans in the U.S. It has been replaced primarily by SOFR, which is considered to be a more accurate and secure pricing benchmark. Bancorp did not experience any operational issues associated with reference rate reform.
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On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law as part of the Consolidated Appropriations Act of 2022. This legislation established a uniform benchmark replacement process for financial contracts that matured after the cessation of LIBOR (June 2023) that do not contain clearly defined or practicable fallback provisions. The legislation also established a safe harbor for lenders, providing protection from litigation associated with choosing a replacement rate recommended by the FRB, such as SOFR, and also allows for the continued use of any appropriate benchmark rate for new contracts.
The Company did not have any loans or interest rate derivative contracts that referenced LIBOR as of December 31, 2023. The Company has elected to utilize SOFR as the replacement for LIBOR. The Company had $813 million in loans and interest rate derivative contracts (notional amount) that were indexed to SOFR at December 31, 2023.
Periodically, Bancorp enters into interest rate swap transactions with borrowers who desire to hedge exposure to rising interest rates, while at the same time entering into an offsetting interest rate swap, with substantially matching terms, with another approved independent counterparty. These are undesignated derivative instruments and are recognized on the balance sheet at fair value, with changes in fair value recorded in other non-interest income as interest rates fluctuate. Because of matching terms of offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings, and are therefore not included in the simulation analysis results above. For additional information see the Footnote titled “Assets and Liabilities Measured and Reported at Fair Value.”
In addition, Bancorp periodically uses derivative financial instruments as part of its interest rate risk management, including interest rate swaps. These interest rate swaps are designated as cash flow hedges as described in the Footnote titled “Derivative Financial Instruments.” For these derivatives, the effective portion of gains or losses is reported as a component of OCI, and is subsequently reclassified into earnings as an adjustment to interest expense in periods in which the hedged forecasted transaction affects earnings.
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Provision for Credit Losses
Provision for credit losses on loans at December 31, 2023 represents the amount of expense that, based on Management’s judgment, is required to maintain the ACL for loans at an appropriate level under the CECL model. The determination of the amount of the ACL for loans is complex and involves a high degree of judgment and subjectivity. See the footnote titled “Summary of Significant Accounting Policies” for detailed discussion regarding Bancorp’s ACL methodology by loan segment.
An analysis of the changes in the ACL on loans, including provision, and selected ratios follow:
| As of and for the years ended December 31, (dollars in thousands) | 2023 | 2022 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance - ACL on loans | $ | 73,531 | $ | 53,898 | $ | 51,920 | ||||||
| Acquired PCD loans (goodwill adjustment) | — | 9,950 | 6,757 | |||||||||
| Adjusted beginning balance - ACL on loans | 73,531 | 63,848 | 58,677 | |||||||||
| Provision for credit losses on loans | 12,471 | 5,253 | (6,000 | ) | ||||||||
| Provision for credit losses on loans - acquired loans | — | 4,429 | 7,397 | |||||||||
| Total provision for credit losses on loans | 12,471 | 9,682 | 1,397 | |||||||||
| Total charge-offs | (7,512 | ) | (2,307 | ) | (7,681 | ) | ||||||
| Total recoveries | 884 | 2,308 | 1,505 | |||||||||
| Net loan (charge-offs) recoveries | (6,628 | ) | 1 | (6,176 | ) | |||||||
| Ending balance - ACL on loans | $ | 79,374 | $ | 73,531 | $ | 53,898 | ||||||
| Average total loans | $ | 5,422,865 | $ | 4,819,124 | $ | 3,951,257 | ||||||
| Provision for credit losses on loans to average total loans | 0.23 | % | 0.20 | % | 0.04 | % | ||||||
| Net loan (charge-offs) recoveries to average total loans | -0.12 | % | 0.00 | % | -0.16 | % | ||||||
| ACL on loans to total loans | 1.38 | % | 1.41 | % | 1.29 | % | ||||||
| ACL on loans to total loans (excluding PPP) (1) | 1.38 | % | 1.42 | % | 1.34 | % | ||||||
| ACL on loans to average total loans | 1.46 | % | 1.53 | % | 1.36 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures. |
Discussion of 2023 vs 2022:
The ACL for loans totaled $79 million as of December 31, 2023 compared to $74 million at December 31, 2022, representing an ACL to total loans ratio of 1.38% and 1.41% for those periods, respectively. Based on the 100% SBA guarantee of the PPP loan portfolio, which totaled $4 million at December 31, 2023 and $19 million at December 31, 2022, Bancorp did not reserve for potential losses for these loans within the ACL. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Provision expense for credit losses on loans of $12.5 million was recorded for the year ended December 31, 2023. In addition to strong loan growth, a flat unemployment forecast and other factors within the CECL allowance model, provision expense for the year ended December 31, 2023 was driven by net charge offs $6.6 million. Net charge off activity for the year ended December 31, 2023 was attributed mainly to the charge off of two isolated and unrelated C&I relationships, one of which was fully reserved for in a prior period.
Provision expense (excluding acquisition-related activity) of $5.3 million was recorded for the year ended December 31, 2022. Significant loan growth, inflation and recession-based increases in the projected unemployment rate forecast, along with qualitative factor updates related to the potential impact of rising rates on the C&I portfolio, were the main drivers of expense within the CECL model for 2022. Further, net charge off/recovery activity for the year ended December 31, 2022 was minimal.
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Credit loss expense recorded for the acquired CB loan portfolio totaled $4.4 million and was recorded in the first quarter of 2022, bringing total provision for credit losses on loans to $9.7 million for the year ended December 31, 2022. Further, the ACL for loans was also increased $10 million as a result of the PCD loan portfolio added through the CB acquisition during the first quarter, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense).
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced an increase between December 31, 2022 and December 31, 2023. Provision for credit loss expense for off balance sheet credit exposures of $1.3 million was recorded for the year ended December 31, 2023, driven largely by the addition of new C&D and C&I lines of credit. The ACL for off balance sheet credit exposures totaled $5.9 million as of December 31, 2023.
Provision for credit loss expense for off balance sheet credit exposures (excluding acquisition-related activity) of $575,000 was recorded for the year ended December 31, 2022. The expense recorded for the year ended December 31, 2022 was driven largely by the addition of new lines of credit, and thus increased availability, within the C&D portfolio. The ACL for off balance sheet credit exposures was also increased $500,000 during the first quarter of 2022 as a result of the CB acquisition, with the offset recorded to goodwill (as opposed to provision expense). The ACL for off balance sheet credit exposures totaled $4.5 million as of December 31, 2022.
Bancorp’s loan portfolio is well-diversified with no significant concentrations of credit. Geographically, most loans are extended to borrowers in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio metropolitan markets. The adequacy of the ACL is monitored on an ongoing basis and it is the opinion of management that the balance of the ACL at December 31, 2023 is adequate to absorb probable losses inherent in the loan portfolio as of the financial statement date.
Discussion of 2022 vs 2021:
The ACL for loans totaled $74 million as of December 31, 2022 compared to $54 million at December 31, 2021, representing an ACL to total loans ratio of 1.41% and 1.29% for those periods, respectively. The ACL to loans (excluding PPP loans) was 1.42% at December 31, 2022 compared to 1.34% at December 31, 2021. Based on the 100% SBA guarantee of the PPP loan portfolio, which totaled $19 million at December 31, 2022 and $141 million at December 31, 2021, Bancorp did not reserve for potential losses for these loans within the ACL. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Provision expense for credit losses on loans totaled of $9.7 million was recorded for the year ended December 31, 2022, which included $4.4 million of credit loss expense associated with the acquired CB loan portfolio. The ACL for loans was also increased $10 million as a result of the PCD loan portfolio added through the CB acquisition during the first quarter, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense). Net charge off/recovery activity for the year ended December 31, 2022 was minimal.
Total provision expense for credit losses on loans of $1.4 million was recorded for the year ended December 31, 2021, as acquisition-related expense competed with a number of improving factors within the CECL model. Expense totaling $7.4 million was recorded in association with the non-PCD loan portfolio added through the KB acquisition during the second quarter of 2021, which was partially offset by a net benefit of $6.0 million recorded for the year ended December 31, 2021, and was driven by a then-improving unemployment forecast, updates to Bancorp’s CECL modeling and strong historic credit metrics. Further, the ACL for loans was also increased $6.8 million as a result of the PCD loan portfolio added through the KB acquisition during the second quarter of 2021, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense).
The ACL for off balance sheet credit exposures also experienced an increase between December 31, 2021 and December 31, 2022. The CB acquisition resulted in a $500,000 increase to the ACL for off balance sheet credit exposures during the first quarter of 2022, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense). Provision for credit loss expense for off balance sheet credit exposures of $575,000 was also recorded for the year ended December 31, 2022, driven mainly by the addition of new lines of credit, and thus increased availability, largely within the C&D portfolio. ACL for off balance sheet credit exposures stood at $4.5 million as of December 31, 2022 compared to $3.5 million as of December 31, 2021.
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While the year ended December 31, 2021 experienced a similar $250,000 increase to the ACL for off balance sheet credit exposures as a result of the KB acquisition, negative provision for credit loss expense for off balance sheet credit exposures totaling $2.2 million was recorded for the year ended December 31, 2021. This large benefit was the result of general declines in reserve loss percentages consistent with then-improving CECL model factors and improvement in line of credit utilization.
Non-Interest Income
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2023 / 2022 | 2022 / 2021 | ||||||||||||||||||||||||||
| Years Ended December 31, | 2023 | 2022 | 2021 | $ | % | $ | % | |||||||||||||||||||||
| Wealth management and trust services | $ | 39,802 | $ | 36,111 | $ | 27,613 | $ | 3,691 | 10 | % | $ | 8,498 | 31 | % | ||||||||||||||
| Deposit service charges | 8,866 | 8,286 | 5,852 | 580 | 7 | 2,434 | 42 | |||||||||||||||||||||
| Debit and credit card income | 19,438 | 18,623 | 13,456 | 815 | 4 | 5,167 | 38 | |||||||||||||||||||||
| Treasury management fees | 10,033 | 8,590 | 6,912 | 1,443 | 17 | 1,678 | 24 | |||||||||||||||||||||
| Mortgage banking income | 3,705 | 3,210 | 4,724 | 495 | 15 | (1,514 | ) | (32 | ) | |||||||||||||||||||
| Loss on sale of securities AFS | (44 | ) | — | — | (44 | ) | NM | — | — | |||||||||||||||||||
| Net investment products sales commissions and fees | 3,205 | 3,063 | 2,553 | 142 | 5 | 510 | 20 | |||||||||||||||||||||
| Bank owned life insurance | 2,253 | 1,597 | 914 | 656 | 41 | 683 | 75 | |||||||||||||||||||||
| Gain (loss) on sale of premises and equipment | (30 | ) | 4,341 | (78 | ) | (4,371 | ) | NM | 4,419 | NM | ||||||||||||||||||
| Other | 4,992 | 5,328 | 3,904 | (336 | ) | (6 | ) | 1,424 | 36 | |||||||||||||||||||
| Total non-interest income | $ | 92,220 | $ | 89,149 | $ | 65,850 | $ | 3,071 | 3 | % | $ | 23,299 | 35 | % |
Discussion of 2023 vs 2022:
Total non-interest income increased $3.1 million, or 3%, for the year ended December 31, 2023 compared to the same period of 2022. Non-interest income comprised 27% and 28% of total revenue, defined as net interest income and non-interest income, for the years ended December 31, 2023 and 2022, respectively. WM&T services comprised 43% of total non-interest income for the year ended December 31, 2023 compared to 41% for the same period of 2022, respectively. While strong organic growth has been experienced across most non-interest income revenue streams over the past 12 months, the prior year period only included approximately 10 months of activity related to the CB acquisition. In addition, a large gain recorded in the prior year associated with the sale of acquired properties benefitted the year ended December 31, 2022.
WM&T Services:
The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. WM&T revenue increased $3.7 million, or 10%, for the year ended December 31, 2023 as compared with the same period of 2022, consistent with new business development, increased estate fees and strong returns from the fixed income and equity markets.
Recurring fees earned for managing accounts are based on a percentage of market value of AUM and are typically assessed on a monthly basis. Recurring fees, which generally comprise the vast majority of WM&T revenue, increased $3.0 million, or 8%, for the year ended December 31, 2023, as compared with the same period of 2022. The increase was driven largely by new business development and positive returns from the fixed income and equity markets. Further, the year ended December 31, 2022 included only 10 months of activity stemming from the CB acquisition, which added AUM of $2.65 billion as of the acquisition date.
A portion of WM&T revenue, most notably executor and certain employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues typically correspond with the related administrative activities. For this reason, such fees are subject to greater period over period fluctuation. Total non-recurring fees increased $705,000 for the year ended December 31, 2023, as compared with the same period of 2022, driven mainly by higher estate fee revenue.
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AUM, stated at market value, totaled $7.16 billion at December 31, 2023 compared to $6.59 billion at December 31, 2022. The increase in AUM over this period was attributed to net new business growth and fixed income/equity market appreciation experienced during the year ended December 31, 2023.
Contracts between WM&T and their customers do not permit performance-based fees and accordingly, none of the WM&T revenue is performance based. Management believes the WM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams.
Detail of WM&T Services Income by Account Type:
| (in thousands) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | 2023 | 2022 | 2021 | ||||||||
| Investment advisory | $ | 15,639 | $ | 13,697 | $ | 12,003 | |||||
| Personal trust | 14,048 | 13,213 | 7,569 | ||||||||
| Personal investment retirement | 6,858 | 6,186 | 5,168 | ||||||||
| Company retirement | 1,524 | 1,520 | 1,798 | ||||||||
| Foundation and endowment | 1,174 | 1,051 | 797 | ||||||||
| Custody and safekeeping | 292 | 310 | 146 | ||||||||
| Brokerage and insurance services | 11 | 67 | 78 | ||||||||
| Other | 256 | 67 | 54 | ||||||||
| Total WM&T services income | $ | 39,802 | $ | 36,111 | $ | 27,613 |
The preceding table demonstrates that WM&T fee revenue is concentrated within investment advisory and personal trust accounts. WM&T fees are predominantly based on AUM and tailored for individual/company accounts and/or relationships with fee structures customized based on account type and other factors with larger relationships paying a lower percentage of AUM in fees. For example, recurring AUM fee structures are in place for investment management, irrevocable and revocable trusts, personal investment retirement accounts and accounts holding only fixed income securities. WM&T also provides company retirement plan services, which can consist of a one-time conversion fee with recurring AUM fees to follow. While there are also fee structures for estate settlements, income received is typically non-recurring in nature. Fee structures are agreed upon at the time of account opening and any subsequent revisions are communicated in writing to the customer. WM&T fees earned are not performance-based nor are they based on investment strategy or transactions. Bancorp also earns management fees on in-house investments funds acquired from CB.
Assets Under Management by Account Type:
Total AUM (not included on balance sheet) increased from $6.59 billion at December 31, 2022 to $7.16 billion at December 31, 2023 as follows:
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Managed | Non-managed (1) | Total | Managed | Non-managed (1) | Total | |||||||||||||||||
| Investment advisory | $ | 2,591,561 | $ | 72,028 | $ | 2,663,589 | $ | 2,249,017 | $ | 63,691 | $ | 2,312,708 | |||||||||||
| Personal trust | 1,922,294 | 459,103 | 2,381,397 | 1,744,522 | 474,373 | 2,218,895 | |||||||||||||||||
| Personal investment retirement | 848,800 | 17,854 | 866,654 | 756,126 | 27,065 | 783,191 | |||||||||||||||||
| Company retirement | 57,486 | 510,294 | 567,780 | 52,891 | 524,568 | 577,459 | |||||||||||||||||
| Foundation and endowment | 471,609 | 23,413 | 495,022 | 428,018 | 8,219 | 436,237 | |||||||||||||||||
| Subtotal | $ | 5,891,750 | $ | 1,082,692 | $ | 6,974,442 | $ | 5,230,574 | $ | 1,097,916 | $ | 6,328,490 | |||||||||||
| Custody and safekeeping | — | 185,638 | 185,638 | — | 256,791 | 256,791 | |||||||||||||||||
| Total AUM | $ | 5,891,750 | $ | 1,268,330 | $ | 7,160,080 | $ | 5,230,574 | $ | 1,354,707 | $ | 6,585,281 |
| Column 1 | Column 2 |
|---|---|
| (1) | Non-managed assets represent those for which the WM&T department does not hold investment discretion. |
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As of December 31, 2023 and 2022, approximately 82% and 79%, respectively, of total AUM were actively managed. Company retirement plan accounts primarily consist of participant-directed assets. The amount of custody and safekeeping accounts are insignificant.
Managed Trust AUM by Class of Investment:
| (in thousands) | December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|---|
| Interest bearing deposits | $ | 442,820 | $ | 185,080 | |||
| Treasury and government agency obligations | 240,848 | 176,917 | |||||
| State, county and municipal obligations | 297,314 | 201,038 | |||||
| Money market mutual funds | 68,617 | 108,751 | |||||
| Equity mutual funds | 1,225,210 | 1,125,540 | |||||
| Other mutual funds - fixed, balanced and municipal | 551,141 | 583,713 | |||||
| Other notes and bonds | 199,146 | 209,178 | |||||
| Common and preferred stocks | 2,474,186 | 2,180,390 | |||||
| Common trust funds and collective investment funds | 84,996 | 114,458 | |||||
| Real estate mortgages | 373 | 774 | |||||
| Real estate | 40,224 | 57,297 | |||||
| Other miscellaneous assets (1) | 266,875 | 287,438 | |||||
| Total managed assets | $ | 5,891,750 | $ | 5,230,574 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Includes client directed instruments including rights, warrants, annuities, insurance policies, unit investment trusts, and oil and gas rights. |
Managed assets are invested in instruments for which market values can be readily determined, the majority of which are sensitive to market fluctuations and consist of approximately 64% in equities and 36% in fixed income securities as of December 31, 2023, compared to 63% and 37% as of December 31, 2022. This composition has been relatively consistent from period to period.
Additional Sources of Non-interest income:
Deposit service charges, which consist of non-sufficient funds charges and to a lesser extent, other activity based charges, increased $580,000, or 7%, for the year ended December 31, 2023, as compared with the prior year. While both organic growth and the full year impact of acquisition-related activity drove the increase noted above, an industry-wide decline in the volume of fees earned on overdrawn checking accounts has been experienced over the past several years. Prior to the acquisition-related growth experienced in recent years, this trend had been driven by lower check presentment volume, which has in turn led to fewer overdrawn accounts in general. Further, Bancorp anticipates that future organic growth of this revenue stream could be significantly impacted by changing industry practices. Bancorp could be faced with strategic decisions surrounding deposit-related service charges in the future, which could negatively impact the contributions made by this, or similar, revenue streams.
Debit and credit card income consists of interchange revenue, ancillary fees and incentives received from card processors. Debit and credit card revenue increased $815,000, or 4%, for the year ended December 31, 2023, as compared with the prior year. The increase stemmed mainly from organic growth and the full year impact of acquisition-related activity, which more than offset interchange rate compression. Total debit card income increased $384,000, or 3%, and total credit card income increased $431,000, or 8%, for the year ended December 31, 2023 compared the year ended December 31, 2022. While Bancorp generally expects this revenue stream to grow in conjunction with expansion of the customer base, interchange rate compression and any potential fluctuation in business and consumer spend levels could serve as challenges to future growth.
Treasury management fees primarily consist of fees earned for cash management services provided to commercial customers. This category continues to stand out as a consistent, growing source of revenue for Bancorp and increased $1.4 million, or 17%, for the year ended December 31, 2023 compared to the prior year, driven by organic growth and the full year impact of acquisition-related activity, increased transaction volume, growing international services and new product sales. Bancorp anticipates this income category will continue to increase based on continued customer base growth and the expanding suite of services offered within Bancorp’s treasury management platform.
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Mortgage banking income primarily includes gains on sales of mortgage loans and net loan servicing income offset by MSR amortization. Bancorp’s mortgage banking department predominantly originates residential mortgage loans to be sold in the secondary market, primarily to FNMA and FHLMC. Bancorp offers conventional, VA, FHA and GNMA financing for purchases and refinances, as well as programs for first-time homebuyers. Interest rates on mortgage loans directly influence the volume of business transacted by the mortgage-banking department. Mortgage banking revenue increased $495,000, or 15%, for the year ended December 31, 2023, as compared with the same period of 2022, driven largely by higher servicing fee income tied to the mortgage servicing portfolio added through the prior year acquisition.
As a result of the dissolution of the Captive during the fourth quarter of 2023, a loss totaling $44,000 on the sale of AFS treasury securities held by the Captive was recorded for the year ended December 31, 2023. No such activity was recorded in 2022.
Net investment product sales commissions and fees are generated primarily on stock, bond and mutual fund sales, as well as wrap fees earned on brokerage accounts. Wrap fees represent quarterly charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management and are based on a percentage of account assets. Bancorp deploys its financial advisors primarily through its branch network via an arrangement with a third party broker-dealer, while larger managed accounts are generally serviced by Bancorp’s WM&T Department. Net investment product sales commissions and fees increased $142,000, or 5%, for the year ended December 31, 2023, as compared with the prior year, attributed to organic growth and the full year impact of acquisition-related activity.
BOLI assets represent the cash surrender value of life insurance policies on certain active and non-active employees who have provided consent for Bancorp to be the beneficiary for a portion of such policies. The related change in cash surrender value and any death benefits received under the policies are recorded as non-interest income. This income serves to offset the cost of various employee benefits. During the third quarter of 2022, Bancorp purchased $30 million of additional BOLI assets in an effort to diversify investment of excess liquidity. BOLI assets totaled $87 million as of December 31, 2023. BOLI income increased $656,000, or 41%, for the year ended December 31, 2023 compared to the prior year, which was attributed mainly to the additional prior year investment noted above in addition to general market appreciation within the policy plans during the year.
Gains and losses on the sale of premises and equipment for the year ended December 31, 2023 were driven mainly by the sale of an acquired property from CB during the third quarter and other nominal disposal activity. The large gain recorded for the year ended December 31, 2022 stemmed from the sale of certain acquired properties from CB that overlapped with existing locations.
Other non-interest income decreased $336,000, or 6%, for the year ended December 31, 2023 compared with the same period of 2022. The decrease was driven in large part by the disposition of Bancorp’s partial interest in LFA effective December 31, 2022, which contributed $1.3 million of other non-interest income for the year ended December 31, 2022. Further, Bancorp elected not to renew the Captive in August and fully dissolved it during the fourth quarter of 2023, resulting in a $132,000 decrease in Captive income compared to the prior year. Partially offsetting these declines were higher interest rate swap fee income, a $487,000 gain on the sale of VISA Class B stock originally acquired through the CB acquisition and stronger returns from insurance policies held outside of Bancorp’s BOLI portfolio compared to the prior year.
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Discussion of 2022 vs 2021:
Total non-interest income increased $23.3 million, or 35%, for the year ended December 31, 2022 compared to the same period in 2021. Non-interest income comprised 28% of total revenue for both the year ended December 31, 2022 and 2021, respectively. WM&T services comprised 41% of Bancorp’s total non-interest income for the year ended December 31, 2022 compared to 42% for the same period of 2020.
WM&T revenue increased $8.5 million, or 31%, for the year ended December 31, 2022, as compared with the same period of 2021. Significant growth in AUM drove the increase over prior year, consistent with acquisition-related activity and organic new business development, more than offsetting significant declines in both fixed income and equity markets experienced during 2022.
Deposit service charges increased $2.4 million, or 42%, for the year ended December 31, 2022, as compared with the same period in 2021, mainly as a result of the contribution associated with acquisition-related activity.
Debit and credit card revenue increased $5.2 million, or 38%, for the year ended December 31, 2022, as compared with the same period in 2021, as a result of increased transaction volume and continued expansion of the customer bases, both organically and through acquisition-related activity. Total debit card income increased $3.8 million, or 40%, while total credit card income increased $1.4 million, or 35%.
Treasury management fees increased $1.7 million, or 24%, for the year ended December 31, 2022 compared to 2021, as a result of increased transaction volume, new product sales and customer base expansion. Both organic and acquisition-related sales efforts led to the expansion of online services, ACH origination, remote deposit and fraud mitigation services during 2022.
Mortgage banking revenue decreased $1.5 million, or 32%, for the year ended December 31, 2022 as compared with the same period of 2021, as rising rates and low housing inventory drove lower mortgage volume. Partially offsetting the volume-driven decrease was the benefit the mortgage servicing portfolio added through the CB acquisition.
Net investment product sales commissions and fees increased $510,000, or 20%, for the year December 31, 2022, as compared with the same period of 2021, driven by acquisition-related growth and increased customer trading activity associated with general market volatility during 2022.
BOLI income increased $683,000, or 75% for the year ended December 31, 2022 compared to the same period of 2021, attributed mainly to the additional BOLI investment made during the third quarter of 2022 and contributions from the BOLI portfolio added as a result of the KB acquisition.
During the third and fourth quarters of 2022, Bancorp completed the sale of certain acquired properties that overlapped with existing locations, recording a pre-tax gain of $4.4 million as a result.
Other non-interest income increased $1.4 million, or 36%, for the year ended December 31, 2022 as compared with the same period of 2021. The increase was driven largely by the contribution from LFA, a financial advising firm added through the CB acquisition. Bancorp’s partial interest in LFA contributed was sold effective December 31, 2022.
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Non-interest Expenses
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 / 2022 | 2022 / 2021 | |||||||||||||||||||||||||||
| Years Ended December 31, (dollars in thousands) | 2023 | 2022 | 2021 | $ | % | $ | % | |||||||||||||||||||||
| Compensation | $ | 91,876 | $ | 86,640 | $ | 63,034 | $ | 5,236 | 6 | % | $ | 23,606 | 37 | % | ||||||||||||||
| Employee benefits | 18,451 | 16,568 | 13,479 | 1,883 | 11 | 3,089 | 23 | |||||||||||||||||||||
| Net occupancy and equipment | 16,384 | 14,298 | 9,688 | 2,086 | 15 | 4,610 | 48 | |||||||||||||||||||||
| Technology and communication | 17,318 | 14,897 | 11,145 | 2,421 | 16 | 3,752 | 34 | |||||||||||||||||||||
| Debit and credit card processing | 6,481 | 5,909 | 4,494 | 572 | 10 | 1,415 | 31 | |||||||||||||||||||||
| Marketing and business development | 5,990 | 5,005 | 4,150 | 985 | 20 | 855 | 21 | |||||||||||||||||||||
| Postage, printing and supplies | 3,604 | 3,354 | 2,213 | 250 | 7 | 1,141 | 52 | |||||||||||||||||||||
| Legal and professional | 3,958 | 2,943 | 2,583 | 1,015 | 34 | 360 | 14 | |||||||||||||||||||||
| FDIC insurance | 3,911 | 2,758 | 1,847 | 1,153 | 42 | 911 | 49 | |||||||||||||||||||||
| Amortization of investments in tax credit partnerships | 1,294 | 353 | 367 | 941 | NM | (14 | ) | (4 | ) | |||||||||||||||||||
| Capital and deposit based taxes | 2,476 | 2,621 | 2,090 | (145 | ) | (6 | ) | 531 | 25 | |||||||||||||||||||
| Merger expenses | — | 19,500 | 19,025 | (19,500 | ) | NM | 475 | 2 | ||||||||||||||||||||
| Federal Home Loan Bank early termination penalty | — | — | 474 | — | — | (474 | ) | NM | ||||||||||||||||||||
| Intangible amortization | 4,686 | 5,544 | 770 | (858 | ) | (15 | ) | 4,774 | NM | |||||||||||||||||||
| Loss on disposition of LFA | — | 870 | — | (870 | ) | NM | 870 | NM | ||||||||||||||||||||
| Other | 11,400 | 10,531 | 6,921 | 869 | 8 | 3,610 | 52 | |||||||||||||||||||||
| Total non-interest expenses | $ | 187,829 | $ | 191,791 | $ | 142,280 | $ | (3,962 | ) | (2 | )% | $ | 49,511 | 35 | % |
Discussion of 2023 vs 2022:
Total non-interest expenses decreased $4.0 million, or 2%, for the year ended December 31, 2023, compared to the same period of 2022. While the year ended December 31, 2022 included one-time merger expenses associated with the completion of the CB acquisition, it only included approximately 10 months of normal, recurring expenses associated with the acquisition. Compensation and employee benefits comprised 59% and 54% of total non-interest expenses for the years ended December 31, 2023 and 2022, respectively. Excluding merger expenses, compensation and employee benefits comprised 60% of total non-interest expenses for the year ended December 31, 2022.
Compensation, which includes salaries, incentives, bonuses and stock based compensation, increased $5.2 million, or 6%, for the year ended December 31, 2023 compared to the prior year. The increase was attributed to growth in full time equivalent employees and annual merit-based salary increases. In addition, compensation expense totaling $630,000 related to an executive retirement agreement was also recorded during the year ended December 31, 2023. Net full time equivalent employees totaled 1,075 at December 31, 2023 compared to 1,033 at December 31, 2022.
Employee benefits consists of all personnel-related expense not included in compensation, with the most significant items being health insurance, payroll taxes and employee retirement plan contributions. Employee benefits increased $1.9 million, or 11%, for the year ended December 31, 2023 compared to the prior year, consistent with the overall increase in full time equivalent employees noted previously.
Net occupancy and equipment expenses primarily include depreciation, rent, property taxes, utilities and maintenance. Costs of capital asset additions (recorded on the balance sheet) flow through the statement of income over the lives of the assets in the form of depreciation expense. Net occupancy increased $2.1 million, or 15%, for the year ended December 31, 2023 compared to the prior year. The increase was attributed to relocation of all WM&T employees into a consolidated location as part of finalizing the CB integration plan, the prior year period experiencing only 10 months of acquisition-related activity and the opening of Bancorp’s new operations center in the latter part of 2022. In connection with the CB acquisition, 15 branches were acquired, four of which were closed shortly after acquisition in addition to one existing SYB location, as a result of branch overlap. At December 31, 2023, Bancorp’s branch network consisted of 71 locations throughout Louisville, central, eastern and Northern Kentucky, as well as the MSAs of Indianapolis, Indiana and Cincinnati, Ohio.
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Technology and communication expenses include computer software usage and licensing, equipment depreciation and expenditures related to investments in technology needed to maintain and improve the quality of customer delivery channels, information security and internal resources. Technology expense increased $2.4 million, or 16%, for the year ended December 31, 2023 compared to the prior year, consistent with the full year impact of acquisition-related activity, customer expansion and continued investment in technology.
Bancorp outsources processing for debit and commercial credit card operations, which generate significant revenue for the Company. These expenses generally fluctuate consistent with transaction volumes. Debit and credit card processing expense increased $572,000, or 10%, for the year ended December 31, 2023 compared to the prior year, consistent with the increase in transaction volume and customer base expansion resulting from both organic growth and the full year impact of acquisition-related activity.
Marketing and business development expenses include all costs associated with promoting Bancorp including community support, retaining customers and acquiring new business. Marketing and business development expenses increased $985,000, or 20%, for the year ended December 31, 2023 compared to the prior year. The increase corresponds with strategic decisions to advertise in Bancorp’s new markets, increased advertising expense associated with Bancorp’s deposit promotions and the general expansion of Bancorp’s existing and prospective customer base.
Postage, printing and supplies expense increased $250,000, or 7%, for the year ended December 31, 2023 compared to the prior year, consistent with Bancorp’s expansion and promotional mailings.
Legal and professional fees increased $1.0 million, or 34%, for the year ended December 31, 2023 compared to the prior year. The increase over prior year was driven mainly by various compliance-related consulting engagements associated with preparation for expanded regulatory oversight in conjunction with future growth in total assets. Legal and professional fees associated with merger-related activity are captured in merger expenses.
FDIC insurance increased $1.2 million, or 42%, for the year ended December 31, 2023 compared to the prior year, attributed to Bancorp’s asset growth and the FDIC-mandated increase of the uniform base assessment rate.
Tax credit partnerships generate federal income tax credits, and for each of Bancorp’s investments in tax credit partnerships, the tax benefit, net of related expenses, results in a positive effect upon net income. Amounts of credits and corresponding expenses can vary widely depending upon the timing and magnitude of the underlying investments. Amortization expense associated with these investments increased $941,000 for the year ended December 31, 2023 compared to the prior year stemming from Bancorp’s investment in several larger tax credit projects during 2023.
Capital and deposit based taxes, which consist primarily of capital-based local income taxes and franchise taxes, decreased $145,000, or 6%, for the year ended December 31, 2023 compared to the prior year, driven by fluctuation in revenue growth generated within the state of Ohio, which is the only state Bancorp conducts business in that has a capital-based deposit tax.
Merger expenses for the year ended December 31, 2022 represent non-recurring expenses associated with completion of the CB acquisition and consist primarily of investment banker fees, various compensation-related expenses, legal fees, early termination fees relating to various contracts and system conversion expenses. Merger expenses totaling $19.5 million were recorded in relation to the CB acquisition for the year ended December 31, 2022.
Intangible amortization expense consists of amortization associated with the CDI of acquired deposit portfolios, as well as an intangible related to customer list of the WM&T business line added through the CB acquisition. The intangibles are generally amortized on an accelerated basis over a period of approximately ten years. Intangible amortization expense decreased $858,000, or 15%, for the year ended December 31, 2023. The decrease was attributed to both the accelerated depreciation method for which intangible assets are amortized, coupled with the previously mentioned disposal of Bancorp’s partial interest in LFA at the end of 2022, which included writing off the related CLI effective December 31, 2022.
As noted previously, Bancorp’s partial interest in LFA was sold effective December 31, 2022. The sale resulted in a pre-tax loss of $870,000, which was recorded as non-interest expense for the year ended December 31, 2022.
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Other non-interest expenses increased $869,000, or 8%, for the year ended December 31, 2023 compared to the prior year, the most notable drivers being increased card reward expense, higher fraud and theft-related expenses and other ancillary expenses tied to Bancorp’s growth over the past year.
Bancorp’s efficiency ratio (FTE) for the years ended December 31, 2023 and 2022 was 55.23% and 59.30%, respectively, the latter period reflecting one-time merger-related expenses attributed to the CB acquisition, all of which were recorded in the first quarter of 2022. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales, calls, and impairment of investment securities, as well as net gains (losses) on sales of premises and equipment and the disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and merger-related expenses. Bancorp’s adjusted efficiency ratio was 54.84% and 53.61% for the years ended December 31, 2023 and 2022, respectively. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Discussion of 2022 vs 2021:
Total non-interest expenses increased $49.5 million, or 35%, for the year ended December 31, 2022 compared to the prior year. Compensation and employee benefits comprised 54% of total non-interest expenses for the years ended December 31, 2022 and 2021, respectively. Excluding merger expenses, compensation and employee benefits comprised 60% of total non-interest expenses for the year ended December 31, 2022, compared to 62% for the year ended December 31, 2021.
Compensation increased $23.6 million, or 37%, for the year ended December 31, 2022 compared to the prior year due to growth in full time equivalent employees, annual merit-based salary increases and higher incentive compensation expense. Net full time equivalent employees totaled 1,033 at December 31, 2022 compared to 820 at December 31, 2021.
Employee benefits increased $3.1 million, or 23%, for the year ended December 31, 2022 compared to the prior year, consistent with the overall increase in full time equivalent employees previously noted.
Net occupancy increased $4.6 million, or 48%, for the year ended December 31, 2022 compared to the prior year. In connection with the CB acquisition, 15 branches were acquired, four of which were closed shortly after acquisition in addition to one existing SYB location, as a result of branch overlap. The KB acquisition in May of 2021 resulted in the addition of 19 branch locations in addition to operational buildings.
Technology expense increased $3.8 million, or 34%, for the year ended December 31, 2022 compared to the prior year, consistent with acquisition-related activity, customer expansion and core system upgrades.
Debit and credit card processing expense increased $1.4 million, or 31%, for the year ended December 31, 2022 compared to the prior year, consistent with the increase in transaction volume and customer base expansion resulting from both organic and acquisition-related growth.
Marketing and business development expenses increased $855,000, or 21%, for the year ended December 31, 2022 compared to the prior year, corresponding with strategic decisions to advertise and promote in Bancorp’s new markets and a post-pandemic return to in-person client meeting/entertainment.
Postage, printing and supplies expense increased $1.1 million, or 52%, for the year ended December 31, 2022 compared to the prior year, consistent with Bancorp’s overall expansion.
Legal and professional fees increased $360,000, or 14%, for the year ended December 31, 2022 compared to the prior year. The increase over prior year was driven by various consulting engagements, collection-related expenses and litigation costs arising through the normal course of business.
FDIC insurance increased $911,000, or 49%, for the year ended December 31, 2022 compared to the prior year, consistent with organic and acquisition-related balance sheet growth for which the insurance is assessed on.
Amortization expense associated with tax credit investments decreased $14,000 for the year ended December 31, 2022 compared to the prior year.
Capital and deposit based taxes increased $531,000, or 25%, for the year ended December 31, 2022 compared to the prior year, as a result of both organic and acquisition-related growth.
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Merger expenses of $19.5 million were recorded for the year ended December 31, 2022 and were attributed to the completion of the CB acquisition. By comparison, merger expensed for the year ended December 31, 2021 totaled $19.0 million, of which all but $525,000 was associated with the completion of the KB acquisition.
An early termination fee of $474,000 was recorded for the year ended December 31, 2021 in relation to the pre-payment of $14 million in FHLB advances prior to contractual maturities.
Intangible amortization for the year ended December 31, 2022 totaled $5.5 million compared to $770,000 for the same period of the prior year, the significant increase stemming from the CB acquisition. Bancorp’s partial interest in LFA was sold effective December 31, 2022. Amortization expense associated with the CLI of the LFA business totaled $357,000 for the year ended December 31, 2022.
As noted previously, Bancorp’s partial interest in LFA was sold effective December 31, 2022. The sale resulted in a pre-tax loss of $870,000, which was recorded as non-interest expense for the year ended December 31, 2022.
Other non-interest expenses increased $3.6 million, or 52%, for the year ended December 31, 2022. The most notable drivers of the increase were expenses associated with the addition of the insurance captive as a result of the KB acquisition in May of 2021, increased card reward expense, higher fraud-related expenses and other ancillary expenses tied to Bancorp’s significant growth over the last 12 months.
Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2022 was 59.30%, as compared to 59.94% for the same period of 2021. The efficiency ratio (FTE) for both years was significantly impacted by the acquisitions of CB and KB in 2022 and 2021, respectively. Bancorp’s adjusted efficiency ratio for the year ended December 31, 2022 was 53.61%, compared to 51.76% for the year ended December 31, 2021. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Income Taxes
A comparison of income tax expense and ETR follows:
| Years Ended December 31, (dollars in thousands) | 2023 | 2022 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income before income tax expense | $ | 137,927 | $ | 120,484 | $ | 95,397 | ||||||
| Income tax expense | 30,179 | 27,190 | 20,752 | |||||||||
| Effective tax rate | 21.88 | % | 22.57 | % | 21.75 | % |
Discussion of 2023 vs 2022:
Fluctuations in the ETR are primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The stock based compensation component of the ETR fluctuates consistent with the level of SAR exercise activity in addition to the level of PSU and RSA vesting. The ETR was reduced by 0.3% for the year ended December 31, 2023 compared to a reduction of 1.0% for the prior year, consistent with exercise and vesting activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The cash surrender value of life insurance policies can vary widely from period to period, driven largely by market changes. The related impact is inversely correlated with the ETR generally, with cash surrender value declines typically serving to increase the ETR and vice versa. Changes in the cash surrender value of life insurance policies decreased the ETR by 0.7% for the year ended December 31, 2023, compared to an increase of 0.2% the same period of the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bancorp invests in certain partnerships that yield federal income tax credits. Taken as a whole, the tax benefit of these investments exceeds amortization expense, resulting in a positive impact on net income. The timing and magnitude of these transactions may vary widely from period to period. The ETR for the year ended December 31, 2023 and 2022 was reduced by 0.3% and by 0.1%, respectively, based on tax credit activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax-exempt interest income earned on loans and investment securities reduced the ETR by 0.5% for the year ended December 31, 2023 compared to a reduction of 0.6% for the same period of the prior year. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Activity related to the Captive, which previously provided tax advantages associated with the tax-deductible/exempt nature of insurance premiums paid to/received by the Captive, reduced the ETR by 0.2% and 0.3% for the years ended December 31, 2023 and 2022, respectively. Bancorp elected not to renew the Captive during the third quarter of 2023 and subsequently dissolved it as of December 31, 2023. As a result, no tax benefit associated with the Captive will be experienced going forward. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-deductible merger expenses recorded during the year ended December 31, 2022 served to increase the ETR 0.1%. |
Discussion of 2022 vs 2021:
Fluctuations in the ETR were primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Stock compensation activity reduced the ETR 1.0% for the year ended December 31, 2022 compared to a reduction of 1.1% for the same period of 2021, consistent with exercise activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Changes in the cash surrender value of life insurance policies increased the ETR 0.2% for the year ended December 31, 2022, compared to a 0.8% decrease for the same period of the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The ETR for the years ended December 31, 2022 and 2021 was reduced by 0.1% and 0.2%, respectively, based on tax credit investment activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax-exempt interest income earned on loans and investment securities reduced the ETR by 0.6% for the year ended December 31, 2022 compared to a reduction of 0.4% for the same period of the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-deductible merger expenses recorded during the year ended December 31, 2022 served to increase the ETR 0.1%, compared to an increase of 0.4% for the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Activity associated with the insurance captive reduced the ETR 0.3% for the year ended December 31, 2022, compared to reduction of 0.2% for the same period of 2021. |
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Financial Condition – December 31, 2023 Compared to December 31, 2022
Overview
Total assets increased $674 million, or 9%, to $8.17 billion at December 31, 2023 from $7.50 billion at December 31, 2022. Total loans increased $565 million, or 11%, as the result of record loan production that drove growth in nearly every loan category. Additionally, cash and cash equivalents increased $99 million, or 59%, due to deposit inflows and increased FHLB borrowing activity, while Other assets increased $152 million driven by investment in tax credit partnerships associated with meeting CRA requirements. Partially offsetting this growth was a $147 million, or 9%, decline in total investment securities stemming from scheduled maturity and pay down activity within the total portfolio, which more than offset a $30 million improvement in the market value of the AFS investment portfolio specifically.
Total liabilities increased $576 million, or 9%, to $7.31 billion at December 31, 2023 from $6.74 billion at December 31, 2022. The increase was attributed to a $279 million, or 4%, increase in total deposits, a $150 million increase in FHLB borrowings associated with funding loan growth and a $121 million increase in Other liabilities, which related to the accrual of contributions for tax credit partnerships (the offset to the increase in Other assets for tax credit investment noted above).
Stockholders’ equity increased $98 million, or 13%, to $858 million at December 31, 2023 from $760 million at December 31, 2022. Net income of $107.7 million and a $23 million increase in AOCI associated with changes in the interest rate environment and the corresponding impact on the valuation of the AFS debt securities portfolio were only partially offset by $35 million of dividends declared during 2023, serving to grow stockholder’s equity for the period.
Cash and Cash Equivalents
Cash and cash equivalents increased $99 million, or 59%, ending at $266 million at December 31, 2023 compared to $167 million at December 31, 2022, attributed largely to deposit growth and increased FHLB borrowing activity, which was partially offset by loan funding activity. Bancorp entered into $200 million of term FHLB advances in conjunction with three separate interest rate swaps during 2023 as a way of securing longer-term funding at more attractive rates. For more information on these interest rate swaps, see the footnote titled “Derivative Financial Instruments.”
Investment Securities
The primary purpose of the investment securities portfolio is to provide another source of interest income, as well as a tool for liquidity management. In managing the composition of the balance sheet, Bancorp seeks a balance between earnings sources, credit and liquidity considerations.
Investment securities decreased $147 million, or 9%, to $1.47 billion at December 31, 2023 compared to $1.62 billion at December 31, 2022, driven by scheduled maturity and pay down activity within the total portfolio, more than offsetting a $30 million improvement in the market value of the AFS investment portfolio specifically. Investment in the securities portfolio was minimal during the 2023, as Bancorp elected to maintain higher levels of liquidity amidst substantial loan growth and deposit fluctuations during the year.
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The maturity distribution (based on contractual maturity) and weighted average yields of the AFS and HTM investment security portfolios follow:
| AFS | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2023 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | 116,269 | 0.50 | % | $ | — | — | % | $ | — | — | % | $ | — | — | % | |||||||||||||||||
| Government sponsored enterprise obligations | — | — | 8,637 | 1.32 | 9,489 | 2.25 | 81,721 | 4.70 | ||||||||||||||||||||||||
| MBS - government agencies | 4,426 | 0.73 | 20,591 | 2.01 | 69,524 | 2.06 | 593,498 | 1.96 | ||||||||||||||||||||||||
| Obligations of states and political subdivisions | 5,104 | 1.86 | 26,036 | 2.00 | 60,378 | 2.13 | 31,972 | 2.07 | ||||||||||||||||||||||||
| Other | 986 | 2.29 | — | — | 2,548 | 3.26 | — | — | ||||||||||||||||||||||||
| $ | 126,785 | 0.58 | % | $ | 55,264 | 1.90 | % | $ | 141,939 | 2.12 | % | $ | 707,191 | 2.28 | % |
| HTM | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2023 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | 50,031 | 1.86 | % | 153,228 | 2.14 | % | $ | — | — | % | $ | — | — | % | ||||||||||||||||||
| Government sponsored enterprise obligations | — | — | 703 | 2.79 | 25,671 | 2.69 | 544 | 5.44 | ||||||||||||||||||||||||
| MBS - government agencies | 5 | 1.32 | 27,366 | 2.00 | 1,030 | 2.20 | 181,259 | 2.30 | ||||||||||||||||||||||||
| $ | 50,036 | 1.86 | % | $ | 181,297 | 2.12 | % | $ | 26,701 | 2.67 | % | $ | 181,803 | 2.31 | % |
Actual maturities for mortgage-backed securities may differ from contractual maturities due to prepayments on underlying collateral.
Loans
Total loans increased $565 million, or 11%, from December 31, 2022 to December 31, 2023. Excluding the PPP portfolio, loans grew $579 million, or 11%, over the same period. Loan growth (excluding PPP) for the year ended December 31, 2023 was experienced for nearly all loan categories, with CRE and Residential real estate posting the largest increases over the prior year.
While total line of credit utilization has improved since hitting pandemic-era lows experienced in early 2021, line of credit usage has remained below pre-pandemic levels, as customers continue to utilize cash in lieu of higher costing lines of credit. Further, the addition of new lines, particularly within the C&D and C&I portfolio segments, has increased availability over the past several quarters, but utilization of the new lines has been relatively slow compared to historical usage rates. Total line of credit utilization was 39.2% as of December 31, 2023, compared to 42.3% at December 31, 2022, with C&I utilization of 28.6% and 33.1% as of the same periods, respectively.
Bancorp’s credit exposure is well-diversified between businesses and individuals. No specific industry concentration exceeds 10% of loans outstanding. While Bancorp has a diversified loan portfolio, a customer’s ability to honor contracts is somewhat dependent upon the economic stability and/or industry in which that customer does business. Loans outstanding and related unfunded commitments are concentrated within Bancorp’s current market areas, which encompass the Louisville, Kentucky MSA, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio MSAs.
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CRE represents the largest segment of Bancorp’s loan portfolio, totaling $2.5 billion, or 43%, of total loans as of December 31, 2023. While a combination of higher interest rates and rising central business district vacancies across the country have created credit and collateral concerns within the CRE sector generally, Bancorp believes the quality of its CRE portfolio, and the overall loan portfolio, remains solid. Office building exposure, which is a sub-segment of CRE and perceived to be of particular risk in the current environment, is a smaller component of Bancorp’s loan portfolio, totaling $594 million, or 10%, of total loans as of December 31, 2023. Of this sub-segment total, 55% is owner-occupied and is generally accompanied by a full commercial relationship. Further, approximately $206 million of Bancorp’s office building exposure is medical-related, which presents reduced risk compared other CRE uses. Lastly, this sub-segment is concentrated in Bancorp’s primary markets, with no exposure to large office towers and minimal exposure to central business districts, and continues to perform well with minimal substandard/non-accrual and past due loans as of December 31, 2023.
Bancorp occasionally enters into loan participation agreements with other banks to diversify credit risk. For certain participation loans sold, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their ownership share of the loan without permission from Bancorp. GAAP requires the participated portion of these loans to be recorded as secured borrowings. These participated loans are included in the C&I and CRE loan portfolio segments with a corresponding liability recorded in other liabilities. At December 31, 2023 and December 31, 2022, the total participated portion of loans of this nature totaled $4 million and $5 million, respectively.
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The following table presents the maturity distribution and rate sensitivity of the loan portfolio at December 31, 2023:
| Maturity | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 (in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 127,455 | $ | 747,464 | $ | 359,931 | $ | 120,406 | $ | 1,355,256 | 87 | % | ||||||||||||
| Variable rate | 46,884 | 78,390 | 80,717 | 442 | 206,433 | 13 | % | |||||||||||||||||
| Total | $ | 174,339 | $ | 825,854 | $ | 440,648 | $ | 120,848 | $ | 1,561,689 | 100 | % | ||||||||||||
| Commercial real estate - owner-occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 40,800 | $ | 411,747 | $ | 305,010 | $ | 52,774 | $ | 810,331 | 89 | % | ||||||||||||
| Variable rate | 12,937 | 14,826 | 56,598 | 12,732 | 97,093 | 11 | % | |||||||||||||||||
| Total | $ | 53,737 | $ | 426,573 | $ | 361,608 | $ | 65,506 | $ | 907,424 | 100 | % | ||||||||||||
| Commercial and industrial - term | ||||||||||||||||||||||||
| Fixed rate | $ | 28,805 | $ | 337,037 | $ | 203,251 | $ | 2,674 | $ | 571,767 | 66 | % | ||||||||||||
| Variable rate | 61,896 | 170,143 | 58,981 | 274 | 291,294 | 34 | % | |||||||||||||||||
| Total | $ | 90,701 | $ | 507,180 | $ | 262,232 | $ | 2,948 | $ | 863,061 | 100 | % | ||||||||||||
| Commercial and industrial - term - PPP | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | 4,319 | $ | - | $ | - | $ | 4,319 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | - | $ | 4,319 | $ | - | $ | - | $ | 4,319 | 100 | % | ||||||||||||
| Commercial and industrial - lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | 22,981 | $ | 36,443 | $ | 10,008 | $ | - | $ | 69,432 | 16 | % | ||||||||||||
| Variable rate | 286,228 | 77,685 | 4,560 | 1,843 | 370,316 | 84 | % | |||||||||||||||||
| Total | $ | 309,209 | $ | 114,128 | $ | 14,568 | $ | 1,843 | $ | 439,748 | 100 | % | ||||||||||||
| Residential real estate - owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 5,307 | $ | 32,536 | $ | 70,636 | $ | 591,055 | $ | 699,534 | 99 | % | ||||||||||||
| Variable rate | 473 | 1,247 | 1,241 | 6,398 | 9,359 | 1 | % | |||||||||||||||||
| Total | $ | 5,780 | $ | 33,783 | $ | 71,877 | $ | 597,453 | $ | 708,893 | 100 | % | ||||||||||||
| Residential real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 14,997 | $ | 156,659 | $ | 84,221 | $ | 96,277 | $ | 352,154 | 98 | % | ||||||||||||
| Variable rate | 2,046 | 2,253 | 2,165 | 97 | 6,561 | 2 | % | |||||||||||||||||
| Total | $ | 17,043 | $ | 158,912 | $ | 86,386 | $ | 96,374 | $ | 358,715 | 100 | % | ||||||||||||
| Construction and land development | ||||||||||||||||||||||||
| Fixed rate | $ | 18,192 | $ | 65,433 | $ | 91,678 | $ | 5,698 | $ | 181,001 | 34 | % | ||||||||||||
| Variable rate | 137,732 | 173,182 | 38,488 | 921 | 350,323 | 66 | % | |||||||||||||||||
| Total | $ | 155,924 | $ | 238,615 | $ | 130,166 | $ | 6,619 | $ | 531,324 | 100 | % | ||||||||||||
| Home equity lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 19,927 | 43,989 | 131,982 | 15,492 | 211,390 | 100 | % | |||||||||||||||||
| Total | $ | 19,927 | $ | 43,989 | $ | 131,982 | $ | 15,492 | $ | 211,390 | 100 | % |
(continued)
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| (continued) | Maturity | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 (in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Fixed rate | $ | 4,665 | $ | 40,210 | $ | 23,739 | $ | 574 | $ | 69,188 | 48 | % | ||||||||||||
| Variable rate | 55,040 | 20,775 | 337 | - | 76,152 | 52 | % | |||||||||||||||||
| Total | $ | 59,705 | $ | 60,985 | $ | 24,076 | $ | 574 | $ | 145,340 | 100 | % | ||||||||||||
| Leases | ||||||||||||||||||||||||
| Fixed rate | $ | 396 | $ | 12,707 | $ | 2,400 | $ | - | $ | 15,503 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | 396 | $ | 12,707 | $ | 2,400 | $ | - | $ | 15,503 | 100 | % | ||||||||||||
| Credit Cards | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 23,632 | - | - | - | 23,632 | 100 | % | |||||||||||||||||
| Total | $ | 23,632 | $ | - | $ | - | $ | - | $ | 23,632 | 100 | % | ||||||||||||
| Total Loans | ||||||||||||||||||||||||
| Fixed rate | $ | 263,598 | $ | 1,844,555 | $ | 1,150,874 | $ | 869,458 | $ | 4,128,485 | 72 | % | ||||||||||||
| Variable rate | 646,795 | 582,490 | 375,069 | 38,199 | 1,642,553 | 28 | % | |||||||||||||||||
| Total | $ | 910,393 | $ | 2,427,045 | $ | 1,525,943 | $ | 907,657 | $ | 5,771,038 | 100 | % |
In the event Bancorp structures a loan with a maturity exceeding five years (typically CRE loans), an automatic rate adjustment will typically be set in place at five years from origination date to limit overall interest rate sensitivity.
Non-performing Loans and Assets
Information summarizing non-performing loans and assets follows:
| December 31, (dollars in thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-accrual loans | $ | 19,058 | $ | 14,242 | $ | 6,712 | $ | 12,514 | $ | 11,494 | ||||||||||
| Troubled debt restructurings (1) | - | - | 12 | 16 | 34 | |||||||||||||||
| Loans past due 90 days or more and still accruing | 110 | 892 | 684 | 649 | 535 | |||||||||||||||
| Total non-performing loans | 19,168 | 15,134 | 7,408 | 13,179 | 12,063 | |||||||||||||||
| Other real estate owned | 10 | 677 | 7,212 | 281 | 493 | |||||||||||||||
| Total non-performing assets | $ | 19,178 | $ | 15,811 | $ | 14,620 | $ | 13,460 | $ | 12,556 | ||||||||||
| Non-performing loans to total loans | 0.33 | % | 0.29 | % | 0.18 | % | 0.37 | % | 0.42 | % | ||||||||||
| Non-peforming loans to total loans (excluding PPP) (2) | 0.33 | % | 0.29 | % | 0.18 | % | 0.44 | % | N/A | |||||||||||
| Non-performing assets to total assets | 0.23 | % | 0.21 | % | 0.22 | % | 0.29 | % | 0.34 | % | ||||||||||
| ACL for loans to non-performing loans | 414 | % | 486 | % | 728 | % | 394 | % | 222 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | TDR accounting no longer applicable due to adoption of ASU 2002-02. Now considered modifications to borrowers experiencing financial difficulty. |
| Column 1 | Column 2 |
|---|---|
| (2) | See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures. |
Non-performing loans to total loans were 0.33% at December 31, 2023 compared to 0.29% at December 31, 2022, the increase being attributed largely to one C&I relationship that was placed on non-accrual status during the first quarter of 2023 and a CRE relationship that was put on non-accrual status during the fourth quarter of 2023.
Non-performing assets totaled $19 million at December 31, 2023 compared to $16 million at December 31, 2022.
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In total, non-performing assets as of December 31, 2023 were comprised of 106 loans ranging in individual amounts up to $6 million and one residential real estate property held as OREO.
The following table presents the major classifications of non-accrual loans by primary portfolio:
| December 31, (in thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 8,649 | $ | 7,707 | |||
| Commercial real estate - owner occupied | 885 | 2,525 | |||||
| Total commercial real estate | 9,534 | 10,232 | |||||
| Commercial and industrial - term | 4,456 | 1,182 | |||||
| Commercial and industrial - PPP | — | 21 | |||||
| Commercial and industrial - lines of credit | 215 | 348 | |||||
| Total commercial and industrial | 4,671 | 1,551 | |||||
| Residential real estate - owner occupied | 3,667 | 1,801 | |||||
| Residential real estate - non-owner occupied | 372 | 219 | |||||
| Total residential real estate | 4,039 | 2,020 | |||||
| Construction and land development | — | — | |||||
| Home equity lines of credit | 467 | 205 | |||||
| Consumer | 337 | 234 | |||||
| Leases | — | — | |||||
| Credit cards | 10 | — | |||||
| Total non-accrual loans | $ | 19,058 | $ | 14,242 |
Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more, unless such a loan is well- secured and in the process of collection or renewal. Interest income recorded on non-accrual loans as principal payments was $342,000, $160,000, and $312,000 for 2023, 2022, and 2021. Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms was $1.5 million, $1.1 million, and $359,000 for 2023, 2022, and 2021.
In addition to non-performing loans discussed above, there were loans, which are accruing interest, for which payments were current or less than 90 days past due where borrowers are experiencing elevated financial difficulties. These substandard loans totaled approximately $43 million and $40 million at December 31, 2023 and 2022, respectively. These relationships are monitored closely for possible future inclusion in non-performing loans. Management believes it has adequately reflected credit exposure in these loans in its determination of the allowance.
Bancorp adopted ASU 2022-02, “Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures,” effective January 1, 2023. The amendments in ASU 2022-02 eliminated the recognition and measure of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty.
During the year ended December 31, 2023, there were no modifications made to loans for borrowers experiencing financial difficulty and there were no payment defaults of existing modified loans within 12 months following modification. Default is determined at 90 days or more past due, charge off, or foreclosure.
During the year ended December 31, 2022, there were no loans modified as TDRs and there were no payment defaults of existing TDRs within 12 months following modification. At December 31, 2022, Bancorp had one loan classified as a TDR, the balance of which was $850,000. Bancorp had two loans classified as TDR at December 31, 2021, the balances of which were $950,000 and $12,000, respectively, the latter of which was paid off during the year ended December 31, 2022.
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Delinquent Loans
Delinquent loans (consisting of all loans 30 days or more past due) totaled $17 million at both December 31, 2023 and December 31, 2022. Delinquent loans total loans were 0.30% and 0.32% at December 31, 2023 and December 31, 2022.
Allowance for Credit Losses on Loans
The ACL for loans is a valuation allowance for loans estimated at each balance sheet date in accordance with GAAP. When Bancorp deems all or a portion of a loan to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See the Footnote titled “Summary of Significant Accounting Policies” for discussion of Bancorp’s ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire ACL for loans is available for any loan that, in Bancorp’s judgment, should be charged-off.
Bancorp’s ACL for loans was $79 million as of December 31, 2023 compared to $74 million as of December 31, 2022. Provision expense for credit losses on loans of $12.5 million was recorded for the year ended December 31, 2023, driven by strong loan growth and net charge off activity. Net charge-off activity of $6.6 million was recorded for the year ended December 31, 2023, which was attributed mainly to the charge off of two larger, isolated C&I relationships, one of which was fully reserved for in a prior period.
The table below details net charge-offs to average loans outstanding by category of loan for the years ended December 31, 2023, 2022 and 2021:
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) Years ended December 31, | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | |||||||||||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 91 | $ | 1,465,305 | 0.01 | % | $ | - | $ | 1,342,829 | 0.00 | % | $ | (2,896 | ) | $ | 1,027,405 | -0.28 | % | |||||||||||||||||
| Commercial real estate - owner occupied | 9 | 884,555 | 0.00 | % | 172 | 782,185 | 0.02 | % | (1,326 | ) | 592,577 | -0.22 | % | |||||||||||||||||||||||
| Total commercial real estate | 100 | 2,349,860 | 0.00 | % | 172 | 2,125,014 | 0.01 | % | (4,222 | ) | 1,619,982 | -0.26 | % | |||||||||||||||||||||||
| Commercial and industrial - term | (2,239 | ) | 796,039 | -0.28 | % | 559 | 692,214 | 0.08 | % | (1,303 | ) | 550,101 | -0.24 | % | ||||||||||||||||||||||
| Commercial and industrial - term - PPP | - | 8,877 | 0.00 | % | - | 52,704 | 0.00 | % | - | 397,282 | 0.00 | % | ||||||||||||||||||||||||
| Commercial and industrial - lines of credit | (3,476 | ) | 444,244 | -0.78 | % | (200 | ) | 417,254 | -0.05 | % | - | 290,231 | 0.00 | % | ||||||||||||||||||||||
| Total commercial and industrial | (5,715 | ) | 1,249,160 | -0.46 | % | 359 | 1,162,172 | 0.03 | % | (1,303 | ) | 1,237,614 | -0.11 | % | ||||||||||||||||||||||
| Residential real estate - owner occupied | 2 | 649,431 | 0.00 | % | 34 | 513,458 | 0.01 | % | (349 | ) | 334,718 | -0.10 | % | |||||||||||||||||||||||
| Residential real estate - non-owner occupied | 2 | 334,660 | 0.00 | % | (5 | ) | 296,682 | 0.00 | % | 5 | 221,214 | 0.00 | % | |||||||||||||||||||||||
| Total residential real estate | 4 | 984,091 | 0.00 | % | 29 | 810,140 | 0.00 | % | (344 | ) | 555,932 | -0.06 | % | |||||||||||||||||||||||
| Construction and land development | - | 458,572 | 0.00 | % | (72 | ) | 374,415 | -0.02 | % | 3 | 290,705 | 0.00 | % | |||||||||||||||||||||||
| Home equity lines of credit | (12 | ) | 203,796 | -0.01 | % | - | 182,874 | 0.00 | % | 1 | 121,276 | 0.00 | % | |||||||||||||||||||||||
| Consumer | (379 | ) | 141,140 | -0.27 | % | (442 | ) | 130,595 | -0.34 | % | (311 | ) | 98,093 | -0.32 | % | |||||||||||||||||||||
| Leases | - | 13,934 | 0.00 | % | - | 13,849 | 0.00 | % | - | 13,770 | 0.00 | % | ||||||||||||||||||||||||
| Credit cards | (626 | ) | 22,312 | -2.81 | % | (45 | ) | 20,065 | -0.22 | % | - | 13,885 | 0.00 | % | ||||||||||||||||||||||
| Total | $ | (6,628 | ) | $ | 5,422,865 | -0.12 | % | $ | 1 | $ | 4,819,124 | 0.00 | % | $ | (6,176 | ) | $ | 3,951,257 | -0.16 | % |
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The following table sets forth the ACL by category of loan:
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans (1) | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans (1) | ||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 22,133 | 28 | % | 1.42 | % | $ | 22,641 | 31 | % | 1.62 | % | ||||||||||||
| Commercial real estate - owner occupied | 11,667 | 15 | % | 1.29 | % | 10,827 | 15 | % | 1.30 | % | ||||||||||||||
| Total commercial real estate | 33,800 | 43 | % | 1.37 | % | 33,468 | 46 | % | 1.50 | % | ||||||||||||||
| Commercial and industrial - term (1) | 14,359 | 18 | % | 1.66 | % | 12,991 | 17 | % | 1.70 | % | ||||||||||||||
| Commercial and industrial - lines of credit | 6,495 | 8 | % | 1.48 | % | 6,389 | 9 | % | 1.37 | % | ||||||||||||||
| Total commercial and industrial | 20,854 | 26 | % | 1.60 | % | 19,380 | 26 | % | 1.57 | % | ||||||||||||||
| Residential real estate - owner occupied | 9,316 | 12 | % | 1.31 | % | 6,717 | 9 | % | 1.14 | % | ||||||||||||||
| Residential real estate - non-owner occupied | 4,282 | 5 | % | 1.19 | % | 3,597 | 5 | % | 1.15 | % | ||||||||||||||
| Total residential real estate | 13,598 | 17 | % | 1.27 | % | 10,314 | 14 | % | 1.14 | % | ||||||||||||||
| Construction and land development | 7,593 | 10 | % | 1.43 | % | 7,186 | 10 | % | 1.61 | % | ||||||||||||||
| Home equity lines of credit | 1,660 | 2 | % | 0.79 | % | 1,613 | 2 | % | 0.80 | % | ||||||||||||||
| Consumer | 1,407 | 2 | % | 0.97 | % | 1,158 | 2 | % | 0.83 | % | ||||||||||||||
| Leases | 220 | 0 | % | 1.42 | % | 201 | 0 | % | 1.51 | % | ||||||||||||||
| Credit cards | 242 | 0 | % | 1.02 | % | 211 | 0 | % | 1.03 | % | ||||||||||||||
| Total | $ | 79,374 | 100 | % | 1.38 | % | $ | 73,531 | 100 | % | 1.42 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Excludes the PPP loan portfolio, which was not reserved for based on the underlying 100% SBA guarantee. |
The ACL for loans calculation and resulting credit loss expense is significantly impacted by changes in forecasted economic conditions. Should the forecast for economic conditions change, Bancorp could experience further adjustments in its required ACL for loans credit loss expense.
Selected ratios relating to the ACL on loans follow:
| Years Ended December 31, | 2023 | 2022 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provision for credit losses on loans to average total loans | 0.23 | % | 0.20 | % | 0.04 | % | ||||||
| Net (charge offs)/recoveries to average total loans | -0.12 | % | 0.00 | % | -0.16 | % | ||||||
| ACL for loans to average loans | 1.46 | % | 1.53 | % | 1.36 | % | ||||||
| ACL for loans to total loans | 1.38 | % | 1.41 | % | 1.29 | % | ||||||
| ACL for loans to total loans (excluding PPP) (1) | 1.38 | % | 1.42 | % | 1.34 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures. |
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced an increase between December 31, 2022 and December 31, 2023. Provision for credit loss expense for off balance sheet credit exposures of $1.3 million was recorded for the year ended December 31, 2023, driven largely by the addition of new C&D and C&I lines of credit. The ACL for off balance sheet credit exposures totaled $5.9 million as of December 31, 2023, compared to $4.5 million as of December 31, 2022.
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Premises and Equipment
Premises and equipment are presented on the consolidated balance sheets net of related depreciation on the respective assets, as well as fair value adjustments associated with purchase accounting. Premises and equipment experienced minimal fluctuation between December 31, 2022 and December 31, 2023. Bancorp’s branch network consists of 71 locations throughout Louisville, central, eastern and northern, Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets as of December 31, 2023.
Premises held for sale totaling $2.5 million was recorded on Bancorp’s consolidated balance sheets as of December 31, 2023, which consists of three vacant parcels of land, an acquired administrative building and two former branch locations.
BOLI
Bank-owned life insurance assets increased $2 million, or 3%, to $87 million at December 31, 2023, compared to $85 million at December 31, 2022, the increase being attributed to appreciation within the plan experienced during the year.
Goodwill
At December 31, 2023, Bancorp had $194 million in goodwill recorded on its balance sheet. Goodwill totaling $67 million was initially recorded in association with the acquisition of CB in 2022, $8.5 million of which was subsequently written off as a result of the disposition of Bancorp’s partial interest in LFA. Goodwill totaling $123 million was recorded in association with the acquisition of KB in 2021. Additionally, Goodwill totaling $12 million and $682,000 was recorded in relation to the acquisitions of KSB and Austin State Bank in 2019 and 1996, respectively. The acquisition of TBOC in 2013 resulted in a bargain purchase gain.
Events that may trigger goodwill impairment include deterioration in economic conditions, a decline in market-dependent multiples or metrics (i.e. stock price declining below tangible book value), negative trends in overall financial performance and regulatory actions. At September 30, 2023, Bancorp elected to perform a qualitative assessment to determine if it was more-likely-than-not that the fair value of the reporting units exceeded their carrying value, including goodwill. The qualitative assessment indicated that it was not more-likely-than-not that the carrying value of the reporting units exceeded their fair value.
Core Deposit and Customer List Intangibles
CDIs and CLIs arising from business acquisitions are initially measured at fair value and are then amortized on an accelerated method based on their useful lives. As of December 31, 2023 and December 31, 2022, Bancorp’s CDI assets totaled $12 million and $15 million, respectively. A CDI asset of $13 million was recorded during the first quarter of 2022 as a result of the CB acquisition.
As of December 31, 2023 and December 31, 2022, Bancorp’s CLI assets were $8 million and $10 million, respectively, and are attributed entirely to the WM&T segment acquired from CB. CLI assets totaling $14 million were initially recorded in association with the CB acquisition during the first quarter of 2022. However, as a result of Bancorp’s disposition of its partial interest in LFA effective December 31, 2022, the $2 million CLI associated with that business was written off and included in the loss recorded in relation to the disposition in 2022.
As of December 31, 2023, Bancorp did not incur any impairment with respect to its intangible assets or other long-lived assets.
Other Assets and Other Liabilities
Other assets increased $152 million to $287 million between December 31, 2022 and December 31, 2023. Other liabilities increased $121 million, or 97%, to $247 million over the same period.
The increase in Other assets stemmed mainly from Bancorp’s investment in tax credit partnerships during 2023, which have served as an economical means of fulfilling CRA requirements. As of December 31, 2023, Bancorp did not incur any impairment with respect to its intangible assets or other long-lived assets.
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The increase in Other liabilities was attributed largely to the accrual of future tax credit investment obligations, which outpaced a reduction in various accrued liabilities, such as employee incentive compensation/benefits and tax liabilities.
Deposits
Total deposits increased $279 million, or 4%, from December 31, 2022 to December 31, 2023, as time deposit growth associated with successful promotional product offerings and other interest-bearing deposit inflows more than offset a decline in non-interest bearing deposits. Average total deposit balances, which offer a more accurate representation of activity for the year, experienced a $67 million, or 1%, decline compared to the prior year, as a $290 million, or 14% decrease in average non-interest bearing deposits was only partially offset by a $223 million, or 5%, increase in average interest-bearing deposit balances.
As a result of intense pricing pressure/competition for deposits, the rates paid by Bancorp on deposits has increased and the deposit base itself has shifted to a heavier interest-bearing mix over the past several quarters. The cost of interest-bearing deposits rose to 1.77% for the year ended December 31, 2023 compared to 0.37% for the same period of the prior year, with the cost of total deposits (including non-interest deposits) rising to 1.28% from 0.25% for the same periods, respectively.
Average deposit balances and average rates paid on such deposits for the years indicated are summarized as follows:
| 2023 | 2022 | 2021 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, (dollars in thousands) | Average balance | Average rate | Average balance | Average rate | Average balance | Average rate | ||||||||||||||||||
| Non-interest bearing demand deposits | $ | 1,763,157 | — | % | $ | 2,053,213 | — | % | $ | 1,578,795 | — | % | ||||||||||||
| Interest bearing demand deposits | 2,277,001 | 1.50 | 2,218,416 | 0.41 | 1,633,606 | 0.11 | ||||||||||||||||||
| Savings deposits | 483,245 | 0.27 | 538,971 | 0.12 | 328,570 | 0.03 | ||||||||||||||||||
| Money market deposits | 1,115,331 | 2.16 | 1,140,025 | 0.46 | 919,778 | 0.06 | ||||||||||||||||||
| Time deposits | 732,998 | 2.99 | 487,981 | 0.27 | 420,308 | 0.76 | ||||||||||||||||||
| Total average deposits | $ | 6,371,732 | $ | 6,438,606 | $ | 4,881,057 |
Maturities of time deposits of $250,000 or more at December 31, 2023 are as follows:
| (in thousands) | |||
|---|---|---|---|
| Three months or less | $ | 54,203 | |
| Over three through six months | 91,973 | ||
| Over six through 12 months | 91,837 | ||
| Over 12 months | 41,461 | ||
| Total | $ | 279,474 |
Securities Sold Under Agreement to Repurchase
SSUAR represent a funding source of Bancorp and are used by commercial customers in conjunction with collateralized corporate cash management accounts. Such repurchase agreements are considered financing agreements and mature within one business day from the transaction date. At December 31, 2023 and 2022, all of these financing arrangements had overnight maturities and were secured by government sponsored enterprise obligations and government agency mortgage-backed securities that were owned and controlled by Bancorp.
SSUARs are collateralized by securities and are treated as financings; accordingly, the securities involved with the agreements are recorded as assets and are held by a safekeeping agent and the obligations to repurchase the securities are reflected as liabilities. All securities underlying the agreements are under the Bancorp’s control.
SSUARs increased $20 million, or 15%, between December 31, 2022 and December 31, 2023, largely as a result of some customers experiencing normal cyclical fluctuation in their SSUAR balances.
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Federal Funds Purchased and Other Short-Term Borrowing
FFP and other short-term borrowing balances increased $4 million, or 46%, between December 31, 2022 and December 31, 2023. At December 31, 2023, FFP related mainly to excess liquidity held by downstream correspondent bank customers of Bancorp.
Subordinated debentures
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2023, subordinated notes added through the CB acquisition totaled $27 million.
FHLB advances
FHLB advances outstanding at December 31, 2023 totaled $200 million, consisting entirely of a three-month rolling advance related to three separate interest rate swaps (cash flow hedges) that have been entered into during 2023 in an effort to secure longer-term funding at more attractive rates. For more information related to the interest rate swaps noted above, see the footnote titled, “Derivative Financial Instruments.”
Liquidity
The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands, while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in supply of funds. Liquidity is provided by short-term assets that can be converted to cash, AFS debt securities, various lines of credit available to Bancorp, and the ability to attract funds from external sources, principally deposits. Management believes it has the ability to increase deposits at any time by offering rates slightly higher than market rate.
Bancorp’s Asset/Liability Committee is comprised of senior management and has direct oversight responsibility for Bancorp’s liquidity position and profile. A combination of reports provided to management details internal liquidity metrics, composition and level of the liquid asset portfolio, timing differences in short-term cash flow obligations, and exposure to contingent draws on Bancorp’s liquidity.
Bancorp’s most liquid assets are comprised of cash and due from banks, FFS and AFS debt securities. FFS and interest bearing deposits totaled $171 million and $85 million at December 31, 2023 and December 31, 2022, respectively. The increase experienced during 2023 is attributed mainly to deposit growth and the increase in FHLB borrowing activity. FFS normally have overnight maturities while interest-bearing deposits in banks are accessible on demand. These investments are used for general daily liquidity purposes.
The fair value of the AFS debt security portfolio was $1.03 billion and $1.14 billion at December 31, 2023 and December 31, 2022, respectively. The decrease in AFS debt security portfolio for during 2023 is attributed to scheduled maturities and normal pay down activity within the portfolio, which more than offset a market value appreciation during the period. The investment portfolio (HTM and AFS) includes total cash flows on amortizing debt securities of approximately $373 million (based on assumed prepayment speeds as of December 31, 2023) expected over the next 12 months, including $181 million of contractual maturities. Combined with FFS and interest bearing deposits from banks, AFS debt securities offer substantial resources to meet either loan growth or reductions in Bancorp’s deposit funding base. Bancorp pledges portions of its investment securities portfolio to secure public funds, cash balances of certain WM&T accounts and SSUAR. At December 31, 2023, the total carrying value of investment securities pledged for these purposes comprised 67% of the debt securities portfolio, leaving approximately $480 million of unpledged debt securities.
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Bancorp’s deposit base consists mainly of core deposits, which are defined as demand, savings, and money market deposit accounts, time deposits less than or equal to $250,000, and excludes public funds and brokered deposits. At December 31, 2023, such deposits totaled $5.78 billion and represented 87% of Bancorp’s total deposits, as compared with $5.60 billion, or 88% of total deposits at December 31, 2022. Because these core deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships, they normally do not place undue pressure on liquidity. However, given the intense, industry-wide deposit pricing pressure that is currently being experienced, deposits may generally be more sensitive to market rates, with potential decreases possibly straining Bancorp’s liquidity position.
As of December 31, 2023 and December 31, 2022, Bancorp held brokered deposits totaling $597,000 and $599,000, respectively, the majority of which was added through acquisition-related activity in 2022 and 2021.
Included in total deposit balances at December 31, 2023 are $613 million in public funds generally comprised of accounts with local government agencies and public school districts in the markets in which Bancorp operates. At December 31, 2022, public funds deposits totaled $692 million, the decrease experienced during 2023 was attributed to a small number of public fund relationships obtained through acquisition leaving the Bank due to competitor bids at rates exceeding the FFTR.
Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp has access to credit products of the FHLB. Bancorp views these borrowings as a potential low cost alternative to brokered deposits. At December 31, 2023 and December 31, 2022, available credit from the FHLB totaled $1.33 billion and $1.36 billion, respectively, the decline during this period being attributed to increased utilization of FHLB borrowings. Bancorp also had unsecured FFP lines with correspondent banks totaling $80 million at both December 31, 2023 and December 31, 2022, respectively.
During the normal course of business, Bancorp enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through Bancorp’s various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of Bancorp’s liquidity.
Bancorp’s principal source of cash is dividends paid to it as the sole shareholder of the Bank. As discussed in the Footnote titled “Commitments and Contingent Liabilities,” as of January 1st of any year, the Bank may pay dividends in an amount equal to the Bank’s net income of the prior two years less any dividends paid for the same two years. At December 31, 2023, the Bank could pay an amount equal to $145 million in dividends to Bancorp without regulatory approval subject to ongoing capital requirements of the Bank.
Sources and Uses of Cash
Cash flow is provided primarily through financing activities of Bancorp, which include raising deposits and borrowing funds from institutional sources such as advances from the FHLB and FFP, as well as scheduled loan repayments and cash flows from AFS debt securities. These funds are primarily used to facilitate investment activities of Bancorp, which include making loans and purchasing securities for the investment portfolio. Another important source of cash is net income of the Bank from operating activities. For further detail regarding the sources and uses of cash, see the “Consolidated Statements of Cash Flows” in Bancorp’s consolidated financial statements.
Commitments
In the normal course of business, Bancorp is party to activities that contain credit, market and operational risk that are not reflected in whole or in part in Bancorp’s consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt.
Bancorp provides customers with off-balance sheet credit support through loan commitments and standby letters of credit. Unused loan commitments increased $393 million, or 19%, as of December 31, 2023 compared to December 31, 2022 consistent with substantial organic growth experienced during the year. However, as previously noted, line of credit utilization has been below historical usage rates despite this growth.
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Most commitments to extend credit are an agreement to lend to a customer as long as collateral is available as agreed upon and there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp uses the same credit and collateral policies in making commitments and conditional guarantees as for on-balance sheet instruments. Bancorp evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, securities, equipment and real estate. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.
Additional detail regarding credit-related financial instruments, including both commitments to extend credit and letters of credit at December 31, 2023 are as follows:
| Amount of commitment expiration per period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Unused loan commitments | $ | 1,126,843 | $ | 446,189 | $ | 339,443 | $ | 510,411 | $ | 2,422,886 | |||||||||
| Standby letters of credit | 31,526 | 2,248 | 4 | — | 33,778 |
The ACL for off balance sheet credit exposures, which is separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, was $5.9 million and $4.5 million as of December 31, 2023 and December 31, 2022, respectively. Provision expense for off balance sheet credit exposures of $1.3 million was recorded for the year ended December 31, 2023, driven largely by the addition of new C&D and C&I lines of credit. Provision expense for off balance sheet credit exposures of $575,000 was recorded for the year ended December 31, 2022.
Standby letters of credit are conditional commitments issued by Bancorp to guarantee the performance of a customer to a third party beneficiary. Those guarantees are primarily issued to support commercial transactions. Standby letters of credit generally have maturities of one to two years.
In addition to owned banking facilities, Bancorp has entered into long-term leasing arrangements for certain branch facilities. Bancorp also has required future payments for a non-qualified defined benefit retirement plan, time deposit maturities and other obligations.
Required payments under such commitments at December 31, 2023 are as follows:
| Payments due by period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Time deposit maturities | $ | 862,913 | $ | 108,023 | $ | 12,341 | $ | - | $ | 983,277 | |||||||||
| FHLB advances | 200,000 | — | — | — | 200,000 | ||||||||||||||
| Tax credit partnership contributions | 48,481 | 96,141 | 8,096 | 5,000 | 157,718 | ||||||||||||||
| Subordinated debentures | — | — | — | 26,000 | 26,000 | ||||||||||||||
| Operating leases (1) | 2,773 | 4,421 | 4,331 | 10,962 | 22,487 | ||||||||||||||
| Defined benefit retirement plan | 219 | 438 | 438 | 2,183 | 3,278 | ||||||||||||||
| Other (2) | 1,123 | 1,293 | 1,332 | 1,024 | 4,772 |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes assumed lease renewals. |
| Column 1 | Column 2 |
|---|---|
| (2) | Consists primarily of contractual requirements relating to community sponsorships. |
See the footnote titled “Commitments and Contingent Liabilities” for additional detail.
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Capital
Information pertaining to Bancorp’s capital balances and select ratios follow:
| Years ended December 31, (dollars in thousands, except per share data) | 2023 | 2022 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stockholders’ equity | $ | 858,103 | $ | 760,432 | $ | 675,869 | ||||||
| Dividends per share | $ | 1.18 | $ | 1.14 | $ | 1.10 | ||||||
| Dividend payout ratio, based on basic EPS | 31.98 | % | 35.19 | % | 36.67 | % |
At December 31, 2023, stockholders’ equity totaled $858 million, representing an increase of $98 million, or 13%, compared to December 31, 2022. The increase for year ended December 31, 2023 was attributed to recording net income of $107.7 million and a $23 million increase in AOCI, which was only partially offset by $35 million of dividends declared, serving to grow stockholder’s equity for the period. AOCI consists of net unrealized gains or losses on AFS debt securities and cash flow hedging instruments in addition to a minimum pension liability, each net of income taxes. The changes in AOCI from December 31, 2022 to December 31, 2023 were the result of changes in the interest rate environment and its corresponding impact on the valuation of these components, mainly the AFS debt securities portfolio. See the “Consolidated Statement of Changes in Stockholders’ Equity” for further detail of changes in equity.
Bancorp’s TCE ratio and tangible book value per share, both non-GAAP disclosures, experienced improvement between December 31, 2022 and December 31, 2023, which stemmed largely from recording net income of $107.7 million and the $23 million positive change in AOCI for the year ended December 31, 2023. TCE was 8.09% at December 31, 2023 compared to 7.44% at December 31, 2022, while tangible book value per share was $21.95 at December 31, 2023 compared to $18.50 at December 31, 2022. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Bancorp increased its cash dividends declared to stockholders during 2023 to an annual dividend of $1.18, from $1.14 per share in 2022 and $1.10 in 2021. This represents a payout ratio of 31.98% based on basic EPS and an annual dividend yield of 2.29% based upon the year-end closing stock price.
In May 2023, Bancorp’s Board of Directors extended its share repurchase program authorizing the repurchase of up to 1 million shares, or approximately 4% of Bancorp’s total common shares outstanding at the time. The plan, which will expire in May 2025 unless otherwise extended or completed at an earlier date, does not obligate Bancorp to repurchase any specific dollar amount or number of shares prior to the plan’s expiration. Based on economic developments over the past year and the increased importance of capital preservation, no shares were repurchased in 2022, nor 2023. Approximately 741,000 shares remain eligible for repurchase under the current repurchase plan.
Bank holding companies and their subsidiary banks are required by regulators to meet risk-based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The value of both balance sheet and off-balance sheet items are adjusted to reflect credit risks. See the footnote titled “Regulatory Matters” for additional detail regarding regulatory capital requirements, as well as capital ratios of Bancorp and the Bank. The Bank exceeds regulatory capital ratios required to be well-capitalized. Regulatory framework does not define well capitalized for holding companies. Management considers the effects of growth on capital ratios as it contemplates plans for expansion.
Capital ratios as of December 31, 2023 decreased compared December 31, 2022, as a result of substantial risk-weighted asset growth within the loan portfolio and tax credit investment activity, which was buoyed by strong operating results. Bancorp continues to exceed the regulatory requirements for all calculations. Bancorp and the Bank intend to maintain a capital position that meets or exceeds the “well-capitalized” requirements as defined by the FRB and the FDIC, in addition to the capital conservation buffer.
Banking regulators have categorized the Bank as well-capitalized. To meet the definition of well-capitalized for prompt corrective action requirements, a bank must have a minimum 6.5% Common Equity Tier 1 Risk-Based Capital ratio, 8.0% Tier 1 Risk-Based Capital ratio, 10.0% Total Risk-Based Capital ratio and 5.0% Tier 1 Leverage ratio.
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Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, Bancorp and the Bank must hold a 2.5% capital conservation buffer composed of Common Equity Tier 1 Risk-Based Capital above the minimum risk-based capital requirements for the Common Equity Tier 1 Risk-Based Capital ratio, Tier 1 Risk-Based Capital ratio and Total Risk-Based Capital ratio necessary to be considered adequately-capitalized. At December 31, 2023, the adequately-capitalized minimums, including the capital conservation buffer, were a 7.0% Common Equity Tier 1 Risk-Based Capital ratio, 8.5% Tier 1 Risk-Based Capital ratio and 10.5% Total Risk-Based Capital ratio. Bancorp met these levels as of December 31, 2023 and 2022.
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2023, subordinated notes totaled $27 million.
As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, Bancorp elected the option to delay the estimated impact on regulatory capital related to the adoption of ASC 326 “Financial Instruments – Credit Losses,” or CECL, which was effective January 1, 2020. The initial impact of adoption of ASC 326, as well as 25% of the quarterly increases in the ACL subsequent to adoption of ASC 326 (collectively the “transition adjustments”) were delayed for two years. After two years, the cumulative amount of the transition adjustments became fixed and will be phased out of the regulatory capital calculations evenly over a three-year period, with 75% recognized in year three, 50% recognized in year four and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed. 2024 will represent year five of the transition period for Bancorp. Had Bancorp not elected to defer the regulatory capital impact of CECL, the post ASC 326 adoption capital ratios of Bancorp and the Bank would still have exceeded the well-capitalized level.
Fair Value Measurements
Bancorp follows the provisions of authoritative guidance for fair value measurements. This guidance is definitional and disclosure oriented and addresses how companies should approach measuring fair value when required by GAAP. It prescribes various disclosures about financial statement categories and amounts which are measured at fair value, if such disclosures are not already specified elsewhere in GAAP.
Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. The guidance requires fair value measurements to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on significant unobservable, internally-derived inputs).
Bancorp’s AFS debt securities and interest rate swaps are recorded at fair value on a recurring basis. Other accounts including mortgage loans held for sale, MSRs, impaired loans and OREO may be recorded at fair value on a non-recurring basis, generally in the application of lower of cost or market adjustments or write-downs of specific assets.
The AFS debt securities portfolio is comprised of U.S. Treasury and other U.S. government obligations, debt securities of U.S. government-sponsored corporations (including mortgage-backed securities), and obligations of state and political subdivisions. U.S. Treasury securities are priced using quoted prices of identical securities in an active market. These measurements are classified as Level 1 in the hierarchy above. All other securities are priced using standard industry models or matrices with various assumptions such as yield curves, volatility, prepayment speeds, default rates, time value, credit rating and market prices for similar instruments. These assumptions are generally observable in the market place and can be derived from or supported by observable data. These measurements are classified as Level 2 in the hierarchy above.
Interest rate swaps are valued using primarily Level 2 inputs. Fair value measurements generally based on benchmark forward yield curves and other relevant observable market data. For purposes of potential valuation adjustments to derivative positions, Bancorp evaluates the credit risk of its counterparties as well as its own credit risk. To date, Bancorp has not realized any losses due to a counterparty’s inability to perform and the change in value of derivative assets and liabilities attributable to credit risk was not significant during 2023, 2022 and 2021.
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MSRs, carried in other assets and recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At December 31, 2023 and 2022, there was no valuation allowance for MSRs, as fair value exceeded carrying value.
Loans considered to be collateral dependent are measured for impairment and, if indicated, a specific allocation is established based on the value of underlying collateral. Collateral dependent loans include non-accrual loans, individually analyzed PCD loans and loans modified for borrowers experiencing financial difficulty. For collateral dependent loans, fair value amounts represent only those loans with specific valuation allowances established or adjusted and loans charged down to their carrying value during the period. At December 31, 2023 and December 31, 2022, the carrying value of collateral dependent loans measured at fair value on a non-recurring basis was $14 million and $21 million, respectively. These measurements are classified as Level 3.
OREO, which is carried in other assets at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is commonly based on recent real estate appraisals or valuations performed by internal or external parties which use judgments and assumptions that are property-specific and sensitive to changes in the overall economic environment. Appraisals may be further discounted based on management’s judgement and/or changes in market conditions from the date of the most recent appraisal. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3. OREO is equal to the carrying value of only parcels of OREO for which carrying value equals appraised value. If a parcel of OREO has a carrying value below its appraised value, it is not considered to be carried at fair value. The losses represent write-downs which occurred during the period indicated. At December 31, 2023 and 2022, the carrying value of OREO was $10,000 and $677,000, respectively, with the decline being attributed to the sale of two properties during 2023.
See the Footnote titled “Assets and Liabilities Measured and Reported at Fair Value,” for additional detail regarding fair value measurements.
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Non-GAAP Financial Measures
The following table provides a reconciliation of total stockholders’ equity in accordance with GAAP to tangible stockholders’ equity (TCE), a non-GAAP disclosure. Bancorp provides the TCE per share, a non-GAAP measure, in addition to those defined by banking regulators, based on its widespread use by investors as a means to evaluate capital adequacy:
| December 31, (dollars and shares in thousands, except per share data) | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total stockholders' equity - GAAP (a) | $ | 858,103 | $ | 760,432 | ||||
| Less: Goodwill | (194,074 | ) | (194,074 | ) | ||||
| Less: Core deposit and other intangibles | (20,304 | ) | (24,990 | ) | ||||
| Tangible common equity - Non-GAAP (c) | $ | 643,725 | $ | 541,368 | ||||
| Total assets - GAAP (b) | $ | 8,170,102 | $ | 7,496,261 | ||||
| Less: Goodwill | (194,074 | ) | (194,074 | ) | ||||
| Less: Core deposit and other intangibles | (20,304 | ) | (24,990 | ) | ||||
| Tangible assets - Non-GAAP (d) | $ | 7,955,724 | $ | 7,277,197 | ||||
| Total stockholders' equity to total assets - GAAP (a/b) | 10.50 | % | 10.14 | % | ||||
| Tangible common equity to tangible assets - Non-GAAP (c/d) | 8.09 | % | 7.44 | % | ||||
| Total shares outstanding (e) | 29,329 | 29,259 | ||||||
| Book value per share - GAAP (a/e) | $ | 29.26 | $ | 25.99 | ||||
| Tangible common equity per share - Non-GAAP (c/e) | 21.95 | 18.50 |
ACL on loans to total non-PPP loans represents the ACL on loans, divided by total loans less PPP loans. Non-performing loans to total non-PPP loans represents non-performing loans, divided by total loans less PPP loans. Delinquent loans to total non-PPP loans represents delinquent loans (consisting of all loans 30 days or more past due), divided by total loans less PPP loans. Bancorp believes these non-GAAP disclosures are important because they provide comparable ratios after eliminating PPP loans, which are fully guaranteed by the SBA and have not been allocated for within the ACL and are not at risk of non-performance.
| December 31, (dollars in thousands) | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total loans - GAAP (a) | $ | 5,771,038 | $ | 5,205,918 | ||||
| Less: PPP loans | (4,319 | ) | (18,593 | ) | ||||
| Total non-PPP loans - Non-GAAP (b) | $ | 5,766,719 | $ | 5,187,325 | ||||
| ACL for loans (c) | $ | 79,374 | $ | 73,531 | ||||
| Non-performing loans (d) | 19,168 | 15,134 | ||||||
| Delinquent loans (e) | 17,322 | 16,863 | ||||||
| ACL for loans to total loans - GAAP (c/a) | 1.38 | % | 1.41 | % | ||||
| ACL for loans to total loans - Non-GAAP (c/b) | 1.38 | % | 1.42 | % | ||||
| Non-performing loans to total loans - GAAP (d/a) | 0.33 | % | 0.29 | % | ||||
| Non-performing loans to total loans - Non-GAAP (d/b) | 0.33 | % | 0.29 | % | ||||
| Delinquent loans to total loans - GAAP (e/a) | 0.30 | % | 0.32 | % | ||||
| Delinquent loans to total loans - Non-GAAP (e/b) | 0.30 | % | 0.33 | % |
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The efficiency ratio, a non-GAAP measure, equals total non-interest expenses divided by the sum of net interest income (FTE) and non-interest income. In addition to the efficiency ratio presented, Bancorp considers an adjusted efficiency ratio. Bancorp believes it is important because it provides a comparable ratio after eliminating net gains (losses) on sales, calls, and impairment of investment securities, as well as net gains (losses) on sales of premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and merger-related expenses.
| Years ended December 31, (dollars in thousands) | 2023 | 2022 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total non-interest expenses (a) | $ | 187,829 | $ | 191,791 | $ | 142,280 | ||||||
| Less: Merger expenses | — | (19,500 | ) | (19,025 | ) | |||||||
| Less: Loss on disposition of LFA | — | (870 | ) | — | ||||||||
| Less: Amortization of investments in tax credit partnerships | (1,294 | ) | (353 | ) | (367 | ) | ||||||
| Total non-interest expenses - Non-GAAP (c) | $ | 186,535 | $ | 171,068 | $ | 122,888 | ||||||
| Total net interest income, FTE | $ | 247,869 | $ | 234,267 | $ | 171,508 | ||||||
| Total non-interest income | 92,220 | 89,149 | 65,850 | |||||||||
| Total revenue - Non-GAAP (b) | 340,089 | 323,416 | 237,358 | |||||||||
| Less: (Gain)/loss on sale of premises and equipment | 30 | (4,341 | ) | 78 | ||||||||
| Less: Loss on sale of securities | 44 | — | — | |||||||||
| Total adjusted revenue - Non-GAAP (d) | $ | 340,163 | $ | 319,075 | $ | 237,436 | ||||||
| Efficiency ratio - Non-GAAP (a/b) | 55.23 | % | 59.30 | % | 59.92 | % | ||||||
| Adjusted efficiency ratio - Non-GAAP (c/d) | 54.84 | % | 53.61 | % | 51.76 | % |
FY 2022 10-K MD&A
SEC filing source: 0001437749-23-004492.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Stock Yards Bancorp, Inc. (“Bancorp” or “the Company”), is a FHC headquartered in Louisville, Kentucky and is engaged in the business of banking through its wholly owned subsidiaries, Stock Yards Bank & Trust Company (“SYB” or “the Bank”) and SYB Insurance Company, Inc. (“the Captive”). Bancorp, which was incorporated in 1988 in Kentucky, is registered with, and subject to supervision, regulation and examination by, the Board of Governors of the Federal Reserve System. As Bancorp has no significant operations of its own, its business is essentially that of SYB and the Captive. The operations of SYB and the Captive are fully reflected in the consolidated financial statements of Bancorp. Accordingly, references to “Bancorp” in this document may encompass both the holding company and its subsidiaries, however, it should be noted that the business of the Captive is immaterial to the overall results of operations and financial condition of Bancorp. All significant inter-company transactions and accounts have been eliminated in consolidation.
SYB, established in 1904, is a state-chartered non-member financial institution that provides services in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets through 73 full service banking center locations. The Bank is registered with, and subject to supervision, regulation and examination by the FDIC and the Kentucky Department of Financial Institutions.
The Captive, a wholly owned subsidiary of the Bancorp, is a Nevada-based captive insurance company that provides insurance against certain risks unique to operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today’s insurance marketplace. The Captive pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. The Captive is subject to regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance. It has elected to be taxed under Section 831(b) of the Internal Revenue Code. Pursuant to Section 831(b), if gross premiums do not exceed $2,450,000, then the Captive is taxable solely on its investment income. The Captive is included in the Company’s consolidated financial statements and its federal income tax return.
As a result of its acquisition of Commonwealth Bancshares, Inc. on March 7, 2022, Bancorp became the 100% successor owner of three unconsolidated Delaware trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings exchanged for subordinated debentures with similar terms to the TPS.
Also as a result of its acquisition of Commonwealth Bancshares, Inc., Bancorp acquired a 60% interest in Landmark Financial Advisors, LLC (LFA), which is based in Bowling Green, Kentucky and provides wealth management services. LFA is consolidated into the Company. The 40% non-controlling interest is presented within the consolidated financial statements and represents the interest in LFA not owned by Bancorp. Effective December 31, 2022, Bancorp’s partial interest in LFA was sold, resulting in a pre-tax loss of $870,000 recorded in other non-interest expense on the consolidated income statements for the year ended December 31, 2022. This acquired line of business was not within the Company’s geographic footprint and ultimately did not align with the Company’s long-term strategic model. Net income related to LFA and attributable to Bancorp’s 60% interest, excluding the pre-tax loss on disposition noted above, totaled $483,000 for the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying Footnotes presented in Part II Item 8 “Financial Statements and Supplementary Data.”
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Cautionary Statement Regarding Forward-Looking Statements
This document contains statements relating to future results of Bancorp that are considered “forward-looking” as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are principally, but not exclusively, contained in Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I Item 1A “Risk Factors.”
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the statement. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or other similar expressions. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.
Forward-looking statements detail management’s expectations regarding the future and are based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date forward-looking statements are made, except as required by applicable regulation.
There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
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| ● | Changes in, or forecasts of, future political and economic conditions, inflation or recession and efforts to control related developments; |
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| ● | changes in laws and regulations or the interpretation thereof; |
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| ● | accuracy of assumptions and estimates used in establishing the ACL for loans, ACL for off-balance sheet credit exposures and other estimates; |
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| ● | impairment of investment securities; |
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| ● | impairment of goodwill, MSRs, other intangible assets and/or DTAs; |
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| ● | ability to effectively navigate an economic slowdown or other economic or market disruptions; |
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| ● | changes in fiscal, monetary, and/or regulatory policies; |
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| ● | changes in tax polices including but not limited to changes in federal and state statutory rates; |
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| ● | behavior of securities and capital markets, including changes in interest rates, market volatility and liquidity; |
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| ● | ability to effectively manage capital and liquidity; |
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| ● | long-term and short-term interest rate fluctuations, as well as the shape of the U.S. Treasury yield curve; |
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| ● | the magnitude and frequency of changes to the FFTR implemented by the Federal Open Market Committee of the FRB; |
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| ● | competitive product and pricing pressures; |
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| ● | projections of revenue, expenses, capital expenditures, losses, EPS, dividends, capital structure, etc.; |
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| ● | integration of acquired financial institutions, businesses or future acquisitions; |
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| ● | changes in the credit quality of Bancorp’s customers and counterparties, deteriorating asset quality and charge-off levels; |
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| ● | changes in technology instituted by Bancorp, its counterparties or competitors; |
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| ● | changes to or the effectiveness of Bancorp’s overall internal control environment; |
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| ● | adequacy of Bancorp’s risk management framework, disclosure controls and procedures and internal control over financial reporting; |
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| ● | changes in applicable accounting standards, including the introduction of new accounting standards; |
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| ● | changes in investor sentiment or behavior; |
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| ● | changes in consumer/business spending or savings behavior; |
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| ● | ability to appropriately address social, environmental and sustainability concerns that may arise from business activities; |
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| ● | occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, and Bancorp’s ability to deal effectively with disruptions caused by the foregoing; |
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| Column 1 | Column 2 | Column 3 |
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| ● | ability to maintain the security of its financial, accounting, technology, data processing and other operational systems and facilities; |
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| ● | ability to withstand disruptions that may be caused by any failure of its operational systems or those of third parties; |
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| ● | ability to effectively defend itself against cyberattacks or other attempts by unauthorized parties to access information of Bancorp, its vendors or its customers or to disrupt systems; |
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| ● | other risks and uncertainties reported from time-to-time in Bancorp’s filings with the SEC, including Part I Item 1A “Risk Factors.” |
Acquisition of Commonwealth Bancshares, Inc. and its Subsidiary Commonwealth Bank & Trust Company
On March 7, 2022, Bancorp completed its acquisition of Commonwealth Bancshares, Inc. and its wholly owned subsidiary, Commonwealth Bank & Trust Company, collectively defined as “CB,” a Louisville, Kentucky-based commercial bank and trust company, which operated 15 retail branches, including nine in Jefferson County, four in Shelby County, and two in Northern Kentucky. At the time of acquisition and net of purchase accounting adjustments, CB had $1.34 billion in assets, $632 million in loans, $247 million in investment securities and $1.12 billion in deposits in addition to maintaining a WM&T Department with total assets under management of approximately $2.65 billion. CB was also the holding company for three unconsolidated Delaware trust subsidiaries and held a 60% interest in LFA. Bancorp became the 100% successor owner of all three trust subsidiaries and also retained the 60% interest in LFA upon acquisition, the latter of which was disposed of effective December 31, 2022. Bancorp acquired all outstanding common stock of CB, Inc. in a combined stock and cash transaction that resulted in total consideration paid to CB shareholders of $168 million.
Bancorp recorded goodwill of approximately $67 million and incurred merger related expenses totaling $19.5 million during the first quarter of 2022 as a result of the CB acquisition. As a result of Bancorp’s disposition of its partial interest in LFA, which resulted in a pre-tax loss of $870,000 recorded in other non-interest expense on the consolidated income statements for the year ended December 31, 2022, goodwill totaling $8.5 million was written off, bringing total goodwill related to the CB acquisition to $58 million as of December 31, 2022.
The acquisition of CB has had a significant impact on the ACL and credit loss provisioning in 2022. In total, the CB acquisition served to increase the ACL on loans by $14 million at acquisition date. This increase consisted of $10 million attributed to the acquired PCD loan portfolio, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense), and $4.4 million of provision for credit loss expense attributed to the acquired non-PCD portfolio, which represented the acquisition-related credit loss expense at the time of acquisition.
Acquisition of Kentucky Bancshares, Inc. and its Subsidiary Kentucky Bank
On May 31, 2021, Bancorp completed its acquisition of Kentucky Bancshares, Inc. and its wholly owned subsidiary, Kentucky Bank, collectively defined as “KB,” a Paris, Kentucky-based commercial bank and trust company, which operated 19 retail branches throughout central and eastern Kentucky. At the time of acquisition and net of purchase accounting adjustments, KB had $1.27 billion in assets, $755 million in loans, $396 million in investment securities and $1.04 billion in deposits. KB was also the holding company for an insurance captive, which Bancorp retained and renamed SYB Insurance Company, Inc. Bancorp acquired all outstanding common stock of KB in a combined stock and cash transaction that resulted in total consideration paid to KB shareholders of $233 million.
Bancorp recorded goodwill of approximately $123 million and incurred merger related expenses totaling $18.1 million for the year ended December 31, 2021 as a result of the KB acquisition.
The acquisition of KB had a significant impact on the ACL and credit loss provisioning for the year ended December 31, 2021. In total, the KB acquisition served to increase the ACL by $14 million at acquisition date. This increase consisted of $7 million attributed to the acquired PCD loan portfolio, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense), and $7.4 million of provision for credit loss expense attributed to the acquired non-PCD portfolio, which represented the acquisition-related credit loss expense at the time of acquisition.
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Issued but Not Yet Effective Accounting Standards Updates
For disclosure regarding the impact to Bancorp’s financial statements of issued-but-not-yet-effective ASUs, see the Footnote titled “Summary of Significant Accounting Policies” of Part II Item 8 “Financial Statements and Supplementary Data.”
Critical Accounting Policies and Estimates
Bancorp’s consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.
Management continually evaluates its accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management.
Critical accounting policies are those that management believes are the most important to the portrayal of Bancorp’s financial condition and operating results and require management to make estimates that are difficult, subjective and complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with Bancorp’s Audit Committee. As of December 31, 2022, the significant accounting policies considered the most critical in preparing Bancorp’s consolidated financial statements are the determination of the ACL on loans and Goodwill.
Allowance for Credit Losses on Loans and Provision for Credit Losses
On January 1, 2020, Bancorp adopted ASC 326 “Financial Instruments – Credit Losses,” which created material changes to Bancorp’s critical accounting policy that existed at December 31, 2019.
For purposes of establishing the general reserve, Bancorp stratifies the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculates the net amount expected to be collected over the life of the loans to estimate the credit losses in the loan portfolio. Bancorp’s methodologies for estimating the ACL on loans consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.
The ACL on loans is established through credit loss expense charged to current earnings. The amount maintained in the ACL reflects management’s estimate of the net amount not expected to be collected on the loan portfolio at the balance sheet date over the life of the loan. The ACL is comprised of specific reserves assigned to certain loans that do not share general risk characteristics and general reserves on pools of loans that do share general risk characteristics. Factors contributing to the determination of specific reserves include the creditworthiness of the borrower and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate, an expected loss ratio based on historical losses adjusted as appropriate for qualitative factors, or the fair value of the collateral for certain collateral-dependent loans.
Provision for credit losses can be subject to volatility as ACL calculations and the resulting expense are significantly impacted by changes in CECL model assumptions such as macroeconomic factors and conditions, credit quality and loan composition. Forecasted economic conditions have been generally volatile since Bancorp’s adoption of CECL, as the pandemic, related government stimulus efforts, the Federal Reserve’s efforts to combat inflation, and recession-based fears have driven constantly changing estimates of the economy over the past several years.
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Goodwill
Goodwill resulting from business combinations represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquire, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. Events that may trigger goodwill impairment include deterioration in economic conditions, a decline in market-dependent multiples or metrics (i.e. stock price falling below tangible book value), negative trends in overall financial performance and regulatory action.
Bancorp has selected September 30 as the date to perform the annual impairment test. Goodwill is the only intangible asset with an indefinite life on Bancorp’s consolidated balance sheets. No impairment to Goodwill was indicated based on Bancorp’s annual testing for 2022.
At December 31, 2022, Bancorp had $194 million in goodwill recorded on its balance sheet. Goodwill totaling $67 million was recorded in association with the acquisition of CB in 2022, $8.5 million of which was subsequently written off as a result of the disposition of Bancorp’s partial interest in LFA. Goodwill totaling $123 million was recorded in association with the acquisition of KB in 2021. Effective December 31, 2022, management finalized the fair values of the acquired assets and assumed liabilities associated with the CB acquisition in advance of the 12 month post-acquisition date, as allowed by GAAP.
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Business Segment Overview
Bancorp is divided into two reportable segments: Commercial Banking and WM&T:
Commercial Banking provides a full range of loan and deposit products to individual consumers and businesses in all its markets through retail lending, mortgage banking, deposit services, online banking, mobile banking, private banking, commercial lending, commercial real estate lending, leasing, treasury management services, merchant services, international banking, correspondent banking and other banking services. The Bank also offers securities brokerage services via its banking center network through an arrangement with a third party broker-dealer in the Commercial Banking segment.
WM&T provides investment management, financial & retirement planning and trust & estate services, as well as retirement plan management for businesses and corporations in all markets in which Bancorp operates. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size.
Overview – Operating Results (FTE)
The following table presents an overview Bancorp’s financial performance for the years ended December 31, 2022, 2021 and 2020:
| Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2022 | 2021 | 2020 | 2022 / 2021 | 2021 / 2020 | |||||||||||||||
| Net income available to stockholders | $ | 92,972 | $ | 74,645 | $ | 58,869 | 25 | % | 27 | % | ||||||||||
| Diluted earnings per share | $ | 3.21 | $ | 2.97 | $ | 2.59 | 8 | % | 15 | % | ||||||||||
| ROA | 1.25 | % | 1.33 | % | 1.40 | % | (8 | )bps | (7 | )bps | ||||||||||
| ROE | 12.58 | % | 13.02 | % | 14.01 | % | (44 | )bps | (99 | )bps |
Additional discussion follows under the section titled “Results of Operations.”
General highlights for the year ended December 31, 2022 compared to December 31, 2021:
| Column 1 | Column 2 |
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| ● | Bancorp completed its acquisition of CB on March 7, 2022. At the time of acquisition and net of purchase accounting adjustments, CB had approximately $1.34 billion in assets, $632 million in loans, $247 million in investment securities and $1.12 billion in deposits. |
| Column 1 | Column 2 | Column 3 |
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| o | The year ended December 31, 2022 included approximately ten months of activity associated with the CB acquisition, which contributed meaningfully to results for the year. In addition, one-time merger-related expenses totaling $19.5 million and credit loss expense on the acquired loan portfolio of $4.4 million were recorded for the year ended December 31, 2022. |
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| ● | Bancorp completed its acquisition of KB on May 31, 2021. At the time of acquisition and net of purchase accounting adjustments, KB had approximately $1.27 billion in assets, $755 million in loans, $396 million in investments securities and $1.04 billion in deposits. |
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| o | The year ended December 31, 2021 included approximately seven months of activity associated with the KB acquisition, which had a meaningful impact on results for 2021 and 2022. In addition, one-time merger-related expenses totaling $19.0 million and credit loss expense on the acquired loan portfolio of $7.4 million were recorded for the year ended December 31, 2021. |
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| ● | In 2022, Bancorp set the following financial records: |
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| o | Total revenue, comprising net interest income FTE and non-interest income, of $323.4 million, surpassing the previous record of $237.4 million in 2021. |
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| o | Net income of $93.0 million, and as a result, diluted EPS of $3.21, besting the previous records of $74.6 million and diluted EPS of $2.97 from 2021. |
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| o | Record loan production, which drove $529 million of legacy portfolio growth (excluding PPP) and, combined with the acquisition of CB, led to record total loans of $5.21 billion at December 31, 2022. |
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| o | WM&T AUM totaled $6.59 billion at December 31, 2022, an increase of $1.78 billion compared to prior year. While approximately $2.65 billion of AUM were added through the CB acquisition, significant market declines during the year ended December 31, 2022 partially offset organic and acquisition-related growth. |
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| Column 1 | Column 2 | Column 3 |
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| o | WM&T services income of $36.1 million, which was driven by both organic and acquisition-related growth despite significant market downturns during the year. |
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| o | Debit and credit card income of $18.6 million, supported by organic and acquisition-related growth in transaction volume and customer base. |
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| o | Treasury Management fee income of $8.6 million, led by increased transaction volume, new product sales and both organic and acquisition-related expansion of the customer base. |
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| ● | NIM increased 13 bps to 3.35% for the year ended December 31, 2022 compared to 3.22% for the prior year consistent the average balance sheet expansion and upward movement in interest rates experienced over the year. Net interest income FTE totaled $234.3 million for the year ended December 31, 2022, representing an increase of $62.8 million, or 37%, over the prior year. |
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| o | This increase was driven by both organic and acquisition-related growth and the aforementioned rise in interest rates, which more than offset the increase in interest-bearing deposit costs and the substantial decline in PPP-related interest income. |
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| ● | Total loans increased $1.04 billion, or 25%, for the year ended December 31, 2022 as compared to December 31, 2021, driven by the addition of $632 million in loans from the CB acquisition and strong organic loan portfolio growth. |
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|---|---|
| ● | Total provision for credit losses totaled $10.3 million for the year ended December 31, 2022, compared to negative provision of $753,000 for the year ended December 31, 2021. |
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|---|---|---|
| o | Provision for credit loss expense of $4.4 million was recorded in relation to the loan portfolio added through the CB acquisition for the year ended December 31, 2022. In addition, increasing unemployment forecasts driven by inflation and recession-based concerns, coupled with strong organic loan growth, served to increase expense for 2022. |
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|---|---|---|
| o | While provision of $7.4 million was recorded in relation to the loan portfolio added through the KB acquisition for the year ended December 31, 2021, it was offset by a cumulative net benefit of $8.2 million recorded for credit losses on loans and credit losses on off balance sheet exposures, which was driven by stabilizing unemployment forecasts, generally improving CECL model loss factors and line of credit utilization. |
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| ● | Bancorp’s ACL on loans to total loans was 1.41% at December 31, 2022, compared to 1.29% at December 31, 2021, the increase stemming mainly from acquisition-related activity within the ACL on loans, strong organic growth and to a lesser extent, the aforementioned increase in projected unemployment forecasts. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $604 million, or 10%, at December 31, 2022 compared to December 31, 2021. Approximately $1.12 billion of deposits were added as a result of the CB acquisition. Excluding acquisition-related activity, period-end deposit balances declined in 2022, as the elevated customer balances experienced toward the end of 2021 have moderated, primarily due to contraction in non-interest bearing demand deposits. While Bancorp has not experienced fallout within the customer base, we anticipate deposit pricing will be a challenge to future NIM expansion. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $23.3 million, or 35%, for the year ended December 31, 2022 compared to the prior year, as 2022 benefitted from both significant contributions stemming from acquisition-related activity and organic growth. All non-interest income revenue streams experienced significant increases over the prior year, with the exception of mortgage banking, which experienced a significant decline in volume driven by rising rates compared to the historic low rates that benefitted much of 2021. In addition, non-recurring gains totaling $4.4 million were recorded during the year as a result of selling overlapping acquired properties. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses increased $49.5 million, or 35%, for the year ended December 31, 2022 compared to the same period of 2021. While both years experienced elevated non-interest expense as a result of merger-related expenses, most non-interest expense categories experienced significant increases over the prior year as a result of anticipated acquisition-related expansion. In addition, Bancorp’s partial interest in LFA, which was acquired as part of the CB acquisition was sold effective December 31, 2022, resulting in a pre-tax loss of $870,000. Non-interest expenses in general remained well-controlled and consistent with expansion, strong performance and continued investment in technology. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2022 was 59.30% compared to 59.94% for the year ended December 31, 2021, the elevated ratios being the result of one-time merger-related expenses recorded in relation to the respective acquisitions in both years. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales and calls of investment securities, as well as net gains (losses) on sales of acquired premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses. Bancorp’s adjusted efficiency ratio for the year ended December 31, 2022 was 53.62% compared to 51.77% for the year ended December 31, 2021. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
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Total stockholder’s equity to total assets was 10.14% as of December 31, 2022 compared to 10.17% at December 31, 2021. Total equity increased to $760 million in 2022, driven by the issuance of $134 million in stock for the acquisition of CB and net income of $93.0 million, which were partially offset by a $108 million negative change in AOCI and $33 million of dividends declared. The large decline in AOCI from December 31, 2021 to December 31, 2022 was the result of the rising interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio.
TCE is a measure of a company’s capital, which is useful in evaluating the quality and adequacy of capital. Bancorp’s ratio of TCE to total tangible assets was 7.44% as of December 31, 2022, compared with 8.22% at December 31, 2021, the decline driven by both the large interest-rate driven changes in AOCI noted above and acquisition-related growth. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
General highlights for the year ended December 31, 2021 compared to December 31, 2020:
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp completed its acquisition of KB on May 31, 2021. At the time of acquisition and net of purchase accounting adjustments, KB had approximately $1.27 billion in assets, $755 million in loans, $396 million in investment securities and $1.04 billion in deposits. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The year ended December 31, 2021 included approximately seven months of activity associated with the KB acquisition, which had a meaningful impact on results for 2021. In addition, one-time merger-related expenses totaling $18.1 million and credit loss expense on the acquired loan portfolio of $7.4 million were recorded for the year ended December 31, 2021. |
| Column 1 | Column 2 |
|---|---|
| ● | Net income totaled $74.6 million for the year ended December 31, 2021, resulting in diluted EPS of $2.97, a 15% increase from the prior year. Operating results of the year ended December 31, 2021 were significantly impacted by the acquisition of KB, PPP forgiveness activity, negative provision expense and strong organic growth. Operating results for the year ended December 31, 2020 were lower compared to the prior year, primarily due to increased credit loss provisioning and reserves for off-balance sheet credit exposures associated with the then uncertain pandemic-related economic conditions and a substantially lower interest rate environment. |
| Column 1 | Column 2 |
|---|---|
| ● | NIM decreased 17 bps to 3.22% for the year ended December 31, 2021 compared to 3.39% for the prior year, consistent with the sustained low interest rate environment and elevated levels of excess liquidity, which created significant NIM compression. Despite the decrease in NIM, organic loan growth, the KB acquisition, fee income associated with PPP loans and deposit rate cuts resulted in a $35.2 million, or 26%, increase in net interest income compared to the prior year. |
| Column 1 | Column 2 |
|---|---|
| ● | Total loans (excluding PPP loans) increased $1.05 billion, or 35%, for the year ended December 31, 2021, as compared to December 31, 2020. While approximately $755 million of this growth was attributed to the KB acquisition, the remaining $291 million was attributed to strong organic growth. |
| Column 1 | Column 2 |
|---|---|
| ● | Total provision for credit losses was a net benefit of $753,000 for the year ended December 31, 2021. While provision expense of $7.4 million was recorded in relation to the acquired KB loan portfolio, it was more than offset by an $8.2 million net benefit driven by stabilized unemployment forecasts, generally improving CECL model factors and stronger line of credit utilization. By comparison, $18.4 million of provision for credit loss expense was recorded for the year ended December 31, 2020, which was impacted by the adoption of CECL effective January 1, 2020, and subsequent pandemic-related developments, such as elevated unemployment and historic declines in line of credit utilization. |
| Column 1 | Column 2 |
|---|---|
| ● | C&I line of credit utilization improved to 32% at December 31, 2021, up from 26% at December 31, 2020. The onset of the pandemic in 2020 and the resulting excess liquidity stemming from the PPP resulted in gradually declining levels of utilization that bottomed out in March of 2021, improving thereafter in each of the final three quarters of 2021. Despite this improvement, utilization remained well below pre-pandemic levels throughout 2021. |
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| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $1.80 billion, or 45%, at December 31, 2021 compared to December 31, 2020. Approximately $1.04 billion of this growth was attributed to the KB acquisition, while significant organic growth was also experienced during the year, stemming mainly from PPP funding and significant federal stimulus. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $14.0 million, or 27%, for the year ended December 31, 2021 compared to the prior year. While the KB acquisition drove a substantial contribution to non-interest income, significant organic growth was also experienced across all non-interest revenue streams, with the exception of mortgage banking. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses increased $40.6 million, or 40%, for the year ended December 31, 2021 compared to the same period of 2020, $19.0 million of which related to one-time merger related expenses (including expenses related to the CB acquisition). While recurring expenses attributed to the KB acquisition comprised the majority of the remaining increase, non-interest expenses in general remained well-controlled and consistent with expansion, strong performance and a continued investment in technology. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2021 increased to 59.94% from 54.06% for the prior year due to one-time merger-related expenses incurred as a result of the KB acquisition. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales and calls of investment securities, as well as net gains (losses) on sales of acquired premises and equipment, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses. Bancorp’s adjusted efficiency ratio for the year ended December 31, 2021 was 51.77% compared to 52.42% for the same period of 2020. See the section titled “Non-GAAP Financial Measures” for a reconcilement of non-GAAP to GAAP measures. |
| Column 1 | Column 2 |
|---|---|
| ● | The ETR increased to 21.75% for the year ended December 31, 2021 from 13.10% for the prior year. The increase was driven by the combination of Bancorp’s transition from a capital-based franchise tax to the Kentucky corporate income tax effective January 1, 2021 and a large historic tax credit project that provided significant benefit in the prior year. |
Total stockholder’s equity to total assets was 10.17% as of December 31, 2021 compared to 9.56% at December 31, 2020. Total equity increased $235 million in 2021, driven by the issuance of $205 million in stock for the acquisition of KB and net income of $74.6 million, which were partially offset by $28 million of dividends declared, changes in AOCI and stock-based compensation activity.
Bancorp’s ratio of TCE to total tangible assets was 8.22% as of December 31, 2021, compared with 9.28% at December 31, 2020, the decline driven by acquisition-related growth. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
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Challenges for 2023:
Bancorp has identified the following challenges for fiscal year 2023:
| Column 1 | Column 2 |
|---|---|
| ● | The FRB’s efforts to control inflation, which has reached its highest levels in decades, and its corresponding impact on local, national and global economic conditions will present numerous challenges in 2023. The possibility of recession, given an already-inverted yield curve and a forecast for continued rate increases, could threaten loan demand, subdue business and consumer spending, and create significant volatility for the markets in general. Further, the severity of a potential recession and its effect on the unemployment forecast, the primary loss driver within Bancorp’s ACL model, could result in substantially higher ACL provisioning. |
| Column 1 | Column 2 |
|---|---|
| ● | The prospects of further interest rate increases in 2023 also present interest rate risk management challenges. Pricing pressure/competition for both loans and deposits, changing levels of liquidity within the banking system and an inverted yield curve could place pressure on NIM. Further rate increases could also serve to hamper loan demand and/or drive up the low cost of funds that Bancorp derives from its deposit base. |
| Column 1 | Column 2 |
|---|---|
| ● | Migration of deposits out of Bancorp, as customers pursue higher deposit rates or alternative investments, could impact liquidity and earnings as Bancorp competes for deposits. Changes in the mix of deposits could also result in increased average rates paid on deposits, and lower earnings to Bancorp, should non-interest deposits shift into interest-bearing products. |
| Column 1 | Column 2 |
|---|---|
| ● | Net loan growth is a major focus for Bancorp in 2023. This will be impacted by competition, prevailing interest rates, economic conditions, line of credit utilization and loan prepayments. Bancorp believes there is continued opportunity for loan growth in all of its markets. Bancorp’s ability to deliver attractive loan growth over the long-term is linked to Bancorp’s overall success. |
| Column 1 | Column 2 |
|---|---|
| ● | The continued development of the relationships and opportunities presented by the CB and KB acquisitions remains a priority for 2023. The Company’s growing footprint has allowed Bancorp to provide broader product offerings, increased lending capabilities and an expanded branch delivery system to existing and prospective customers alike, creating solid growth opportunities and a larger platform for future expansion. Prioritizing the development of the opportunities afforded by the CB and KB acquisitions will play a major role in delivering strong operating results in the coming year. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp derives significant non-interest income from WM&T services. Most of these fees are based upon the market value of AUM at respective period ends. Absent fixed income and equity market movements, to grow this revenue stream, Bancorp must attract new customers and retain existing customers. Bancorp believes there is opportunity for growth of the WM&T business in all of its markets. Growth in market values of AUM and fees is dependent upon positive returns in the overall capital markets, which could be threatened should economic conditions worsen. Bancorp has no control over market volatility. |
| Column 1 | Column 2 |
|---|---|
| ● | Competitive factors surrounding the developing trend of financial institutions reducing or eliminating certain deposit account fees, particularly overdraft-related fees, presents a significant challenge to growing deposit-related non-interest income in the future and potentially threatens a revenue stream that has been in an industry-wide, regulation-driven decline for several years. Strategic decisions surrounding this trend may impact not only deposit-related income, but also deposit relationships in general, particularly for retail customers, as consumer use of these bank deposit services continues to evolve. Continuous monitoring of these trends and evaluation of any potential changes to our deposit service fee structure will play a key role in the growth of Bancorp’s deposit service charge income. |
| Column 1 | Column 2 |
|---|---|
| ● | Technological advances are consistently providing opportunities for Bancorp to consider potential new products and delivery channels. Bancorp’s customers’ demand for innovative and relevant products and services is expected to trend along with changing technology. Bancorp will need to continue to make prudent investments in technology while managing associated risks so as to remain competitive with other financial service providers, especially as Bancorp’s continued expansion raises the level of expectation from customers. |
| Column 1 | Column 2 |
|---|---|
| ● | Over the past several years, Bancorp’s asset quality metrics have trended within a low range, exceeding benchmarks and reaching historically strong levels. Bancorp realizes that present asset quality metrics are positive and, recognizing the cyclical nature of the lending business and current economic conditions, Bancorp anticipates this trend will likely normalize over time. |
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Results of Operations
Net Interest Income - Overview
As is the case with most banks, Bancorp’s primary revenue sources are net interest income and fee income from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to overall profitability. Similarly, deposit volume is crucial to funding loans and rates paid on deposits directly impact profitability. New business volume is influenced by numerous economic factors including market interest rates, business spending, liquidity, consumer confidence and various competitive conditions within the marketplace. The discussion that follows is based on FTE net interest income data.
Comparative information regarding net interest income follows:
| As of and for the Years Ended December 31, | Variance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | 2020 | 2022 / 2021 | 2021 / 2020 | |||||||||||||
| Net interest income | $ | 233,383 | $ | 171,074 | $ | 135,921 | 36 | % | 26 | % | ||||||||
| Net interest income (FTE)* | 234,267 | 171,508 | 136,133 | 37 | % | 26 | % | |||||||||||
| Net interest spread (FTE)* | 3.21 | % | 3.16 | % | 3.22 | % | 5 | bps | (6) | bps | ||||||||
| Net interest margin (FTE)* | 3.35 | % | 3.22 | % | 3.39 | % | 13 | bps | (17) | bps | ||||||||
| Average interest earning assets | $ | 6,987,365 | $ | 5,318,968 | $ | 4,019,336 | 31 | % | 32 | % | ||||||||
| Average interest bearing liabilities | $ | 4,538,911 | $ | 3,391,709 | $ | 2,618,848 | 34 | % | 30 | % | ||||||||
| Five year Treasury note rate at year end | 3.99 | % | 1.26 | % | 0.36 | % | 273 | bps | 90 | bps | ||||||||
| Average five year Treasury note rate | 3.00 | % | 0.86 | % | 0.53 | % | 214 | bps | 33 | bps | ||||||||
| Prime rate at year end | 7.50 | % | 3.25 | % | 3.25 | % | 425 | bps | - | bps | ||||||||
| Average Prime rate | 4.85 | % | 3.25 | % | 3.53 | % | 160 | bps | (28) | bps | ||||||||
| One month term SOFR at year end | 4.36 | % | 0.06 | % | 0.07 | % | 430 | bps | (1) | bps | ||||||||
| Average one month term SOFR | 1.99 | % | 0.04 | % | 0.35 | % | 195 | bps | (31) | bps | ||||||||
| One month term LIBOR at year end | 4.39 | % | 0.10 | % | 0.14 | % | 429 | bps | (4) | bps | ||||||||
| Average one month term LIBOR | 1.92 | % | 0.10 | % | 0.52 | % | 182 | bps | (42) | bps |
*See table titled, "Average Balance Sheets and Interest Rates (FTE)" for detail of Net interest income (FTE).
NIM and net interest spread calculations above exclude the sold portion of certain participation loans, which totaled $5 million, $5 million and $8 million for the years ended December 31, 2022, 2021 and 2020, respectively. These sold loans are on Bancorp’s balance sheet as required by GAAP because Bancorp retains some form of effective control; however, Bancorp receives no interest income on the sold portion. These participation loans sold are excluded from NIM and spread analysis, because Bancorp believes it provides a more accurate depiction of loan portfolio performance.
At December 31, 2022, Bancorp’s loan portfolio consisted of approximately 71% fixed and 29% variable rate loans. At inception, most of Bancorp’s fixed rate loans are priced in relation to the five year treasury. Bancorp’s variable rate loans are indexed to either Prime, LIBOR or SOFR, generally repricing as those rates change.
Prime rate, the five year Treasury note rate, one month term LIBOR and one month term SOFR are included in the table above to provide a general indication of the interest rate environment in which Bancorp has operated during the past three years, a period that experienced significant interest rate volatility, denoted by the FRB’s dramatic pandemic-driven rate cuts of March 2020 that were sustained until the inflation-driven rate increases of 2022.
The FRB has taken aggressive interest rate action over the past year, implementing multiple rate hikes in an effort to tame inflation that has reached its highest levels in decades. The FFTR was increased a total of 425 bps in 2022, beginning the year at a range of 0.00% - 0.25% and ending the year at a range of 4.25% - 4.50%. As a result, Prime increased from 3.25% at the beginning of 2022 to 7.50% as of December 31, 2022, ending the year at its highest level since 2007. Bancorp has experienced significant benefit from the rate increases enacted in 2022, particularly since the mid-June rate hike that lifted Prime to 4.75% and in effect, took the majority of Bancorp’s variable rate loans off of their 4.00% floors. Subsequent rate increases have continued to provide meaningful benefit, offset partially by Bancorp’s election to raise deposit rates.
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The current economic outlook suggests continued interest rate increases from the FRB through the first half of 2023, albeit at a reduced pace compared to 2022. Pricing pressure/competition for both loans and deposits, changing levels of liquidity within the banking system and an inverted yield curve could continue to place pressure on NIM.
Discussion of 2022 vs 2021:
Net interest spread (FTE) and NIM (FTE) were 3.21% and 3.35%, for the year ended December 31, 2022 compared to 3.16% and 3.22% for the same period in 2021, respectively. NIM during the year ended December 31, 2022 was significantly impacted by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A rapidly rising interest rate environment evolving from the sustained, pandemic-driven lows experienced over the last two years. The FFTR was lowered to a range of 0% - 0.25% in March of 2020, which resulted in Prime dropping to 3.25%, where it remained until mid-March 2022. The FFTR stood at a range of 4.25% - 4.50%, and Prime at 7.50%, as of December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bancorp’s first deposit rate increases in nearly two years, stemming from the aforementioned rising rate environment, which drove a $10.8 million increase in interest expense on deposits for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Substantial balance sheet expansion stemming from both acquisition-related activity and organic growth, which resulted in total average earning asset growth of $1.67 billion, or 31%, and average interest-bearing liability growth of $1.15 billion, or 34%, for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Overall excess balance sheet liquidity, which placed pressure on NIM in both periods. Excess liquidity within the banking system in general has also led to a highly competitive loan rate environment. After reaching a peak towards the end of 2021, levels of excess liquidity, and its corresponding impact on NIM, have moderated through December 31, 2022. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | PPP forgiveness activity, which accelerates the recognition of fee income on these loans and has declined significantly in 2022, as the vast majority of the original portfolio has been forgiven. The average balance of the PPP loan portfolio decreased $345 million, or 87%, and related income decreased $17.3 million, or 78%, for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The addition of $26 million of subordinated debt in association with the CB acquisition, which contributed interest expense of $1.1 million for the year ended December 31, 2022, $331,000 of which was attributed to purchase accounting-related mark-to-market amortization. No such activity was recorded for the year ended December 31, 2021. |
Net interest income (FTE) increased $62.8 million, or 37%, for the year ended December 31, 2022 compared to the same period of 2021, largely as a result of acquisition-related activity, but also driven in part by strong organic loan growth, substantial deployment of excess liquidity into the investment securities portfolio and the continued benefit of a rising interest rate environment. Partially offsetting this increase was the rising cost of interest bearing deposits and the addition of subordinated debt through the CB acquisition.
Total average interest earning assets increased $1.67 billion, or 31%, to $6.99 billion for the year ended December 31, 2022, as compared to the same period of 2021, with the average rate earned on total interest earning assets increasing from 3.34% to 3.61%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loan balances increased $868 million, or 22%, for the year ended December 31, 2022 compared to the same period of 2021. Average non-PPP loan growth of $1.21 billion, or 34%, was driven by acquisition-related expansion and strong organic growth, which was partially offset by a $345 million, or 87%, decline in average PPP loan balances, as a result of forgiveness activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities grew $771 million, or 86%, for the year ended December 31, 2022 compared to the same period of 2021, attributed to a combination of strategically deploying excess liquidity through further investment and acquisition-related activity. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances increased $31 million, or 7%, for the year ended December 31, 2022 due to on-going excess balance sheet liquidity. While average balances reflect excess balance sheet liquidity, actual excess balance sheet liquidity has continued to decline through December 31, 2022, reaching more normalized levels by year-end. |
Total interest income (FTE) increased $75.0 million, or 42%, to $252.5 million for the year ended December 31, 2022, as compared to the same period of 2021.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income (FTE) on loans increased $52.2 million, or 32%, to $216.7 million for the year ended December 31, 2022 compared to the same period of 2021, driven by both organic and acquisition-related growth in the non-PPP portfolio and the rising rate environment, which more than offset a $17.3 million, or 78%, decline in PPP-related income. The yield on the overall loan portfolio climbed to 4.50% for the year ended December 31, 2022, compared to 4.16% for the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Significant growth in average investment securities led to a $17.2 million increase interest income (FTE) on the portfolio for the year ended December 31, 2022 compared to the same period of 2021, driving a 42 bps, or 32%, increase in the corresponding yield on the portfolio. Substantial deployment of excess liquidity benefitted the investment portfolio as the yields earned on recent purchases have improved dramatically in tandem with rising rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on FFS and interest bearing due from bank balances increased $5.4 million for the year ended December 31, 2022, as a result of average balance growth stemming from excess balance sheet liquidity and rising interest rates. The yield on these assets increased 112 bps to 1.26% for the year ended December 31, 2022 compared to the same period of 2021, stemming from the dramatic increase in the FFTR over the past year. |
Total average interest bearing liabilities increased $1.15 billion, or 34%, to $4.54 billion for the year ended December 31, 2022 compared with the same period in 2021, with the total average cost increasing 22 bps to 0.40%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $1.08 billion, or 33%, for the year ended December 31, 2022 compared to the same period in 2021, with interest-bearing demand deposits accounting for $585 million of the increase. The significant growth was attributed to both acquisition-related activity and organic growth stemming from the industry-wide trend of customers maintaining higher levels of liquidity, which was experienced for several quarters. However, excluding acquisition-related activity, period-end deposit balances have declined in 2022, as the elevated customer balances noted above have moderated. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consistent with the average interest bearing deposit growth noted above, average SSUAR balances increased $60 million for the year ended December 31, 2022 compared to the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances decreased $16 million for the year ended December 31, 2022 compared to the same period of the prior year, as all outstanding term FHLB advances either matured or were paid off by the end of 2021. The minimal average balance of FHLB advances for the year ended December 31, 2022 stems from a one-week cash management advance that was utilized by Bancorp at year-end for short-term liquidity purposes, which represented the only FHLB advance used during 2022, and matured in early January 2023. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Subordinated debentures totaling $26 million were added as a result of the CB acquisition during the first quarter of 2022. The corresponding average balance for the year ended December 31, 2022 totaled $22 million. |
Total interest expense increased $12.3 million for the year ended December 31, 2022 compared to the same period of 2021, driven by acquisition-related average balance growth, Bancorp’s first deposit rate increases in almost two years and debt assumed through the CB acquisition. As a result, the cost of interest bearing liabilities increased 22 bps to 0.40% for the year ended December 31, 2022 compared to the same period of 2021.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense increased $10.8 million as a result of acquisition-related activity and the aforementioned deposit rate increases, resulting in a 20 bps increase in the cost of interest bearing deposits. Bancorp expects pricing pressure/competition stemming from the rising rate environment to drive further deposit rate/cost increases in the coming months. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense totaling $1.1 million was recorded for the year ended December 31, 2022 as a result of the subordinated debentures assumed through the CB acquisition, approximately $331,000 of which stems from purchase accounting-related mark-to-market amortization. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on FHLB advances was recorded for the year ended December 31, 2022 was a minimal $12,000, as all FHLB advances either matured or paid off by the end of 2021, resulting in a decline of $325,000 compared to the same period of the prior year. |
Discussion of 2021 vs 2020:
Net interest spread and NIM were 3.16% and 3.22% for the year ended December 31, 2021 compared to 3.22% and 3.39% for the year ended December 31, 2020. NIM was significantly impacted in 2021 by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A sustained low interest rate environment, driven by the lowering of the FFTR in March 2020 to a range of 0% - 0.25%, which resulted in Prime dropping to 3.25%, where it remained through 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Substantial balance sheet growth, both organic and acquisition-related, which resulted in total average earning asset growth of $1.30 billion, or 32%, and average interest-bearing liability growth of $773 million, or 30%, for the year ended December 31, 2021 compared to the same period of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | PPP originations, which began in the second quarter of 2020 and continued through expiration of the program on May 31, 2021, as well as the related forgiveness activity, which accelerated the recognition of fee income on these loans and had significant effect on NIM. The PPP portfolio contributed an 18 bps benefit to NIM for the year ended December 31, 2021 as a result of forgiveness activity, which drove the recognition of $18.1 million in PPP-related fee income. In comparison, the PPP portfolio had a negative impact of 3 bps on NIM for the year end December 31, 2020 due to the large amount of originations that occurred in 2020 and the effect that the low-yielding, 1% stated rate of these notes had on NIM for the period. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Overall, excess balance sheet liquidity contributed approximately 25 bps of NIM compression for the year ended December 31, 2021 and approximately 13 bps of NIM compression for the same period of 2020. In general, excess liquidity within the banking system led to a highly competitive loan rate environment over the past two years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The lowering of deposit rates in tandem with FRB interest rate actions and the benefit of paying off all FHLB advances during 2021. |
Net interest income (FTE) increased $35.4 million, or 26%, for the year ended December 31, 2021 compared to the same period of 2020, due to interest and fee income associated with the PPP portfolio, substantial growth in the non-PPP loan portfolio and investment securities portfolio, and the aforementioned lowering of deposit rates.
Total average interest earning assets increased $1.30 billion, or 32%, to $5.32 billion for the year ended December 31, 2021, as compared to the same period of 2020, with the average rate earned on total interest earning assets contracting 34 bps to 3.34%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loans increased $646 million, or 20%, for the year ended December 31, 2021 compared to the same period of 2020. Average non-PPP loan balances grew $692 million, or 24%, for the year ended December 31, 2021 compared to the same period of 2020, attributed to both the acquisition and strong organic growth. Average PPP loan balances decreased $45 million, or 10%, for the year ended December 31, 2021 compared to the same period of 2020, consistent with forgiveness activity throughout 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average investment securities grew $446 million, or 98%, for the year ended December 31, 2021 compared to the same period of 2020, which was attributed to a combination of strategically deploying excess liquidity through further investment and the KB acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from balances increased $217 million, or 94%, for the year ended December 31, 2021, consistent with the elevated level of deposits. |
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Total interest income (FTE) increased $29.4 million, or 20%, to $177.5 million for the year ended December 31, 2021 as compared to the same period of 2020.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income on loans (FTE) increased $26.6 million, or 19%, to $164.4 million for the year ended December 31, 2021 compared to the same period of 2020, driven by accelerated recognition of PPP fee income consistent with forgiveness activity, organic loan growth and the contribution attributed to the KB acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Significant growth in average investment securities drove an increase of $3.2 million, or 37%, for interest income (FTE) on the portfolio for the year ended December 31, 2021 compared to the same period of 2020. However, the lower interest rate environment experienced over the previous 12 months weighed heavily on fixed income security yields, which contracted 59 bps, or 31%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Despite the substantial increase experienced for average FFS and interest bearing due from balances, corresponding interest income decreased $93,000, or 13%, for the year ended December 31, 2021 compared to the same period of 2020 as a result of the FRB lowering the FFTR 150 bps in March 2020 to a range of 0-0.25%, where it remained for the final three quarters of 2020 and the entirety of 2021. |
Total average interest bearing liabilities increased $773 million, or 30%, to $3.39 billion for the year ended December 31, 2021 compared with the same period in 2020, with the total average cost declining 28 bps to 0.18%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $795 million, or 32%, for the year ended December 31, 2021 compared to the same period in 2020, with interest-bearing demand deposits accounting for $500 million of the increase. Interest bearing deposits added as a result of the KB acquisition along with significant federal stimulus action, such as PPP funding, propelled deposit balances to record levels at December 31, 2021. Further, general economic uncertainty surrounding the on-going pandemic resulted in the customer base maintaining higher levels of liquidity, similar to customer behavior seen during the Great Recession. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consistent with the higher interest bearing deposit balances noted above, as well as the KB acquisition, average SSUAR balances increased $22 million, or 55%, for the year ended December 31, 2021 compared to the same period of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances decreased $45 million, or 73%, for the year ended December 31, 2021 compared to the same period of 2020, as advances matured and were not replaced. In addition, Bancorp elected to pay down certain advances prior to their maturity during the first and second quarters of 2021, the latter of which resulted in an early-termination fee of $474,000, recorded as a component non-interest expense during the second quarter of 2021. |
Total interest expense decreased $5.9 million, or 50%, for the year ended December 31, 2021 compared to the same period of 2020, a direct result of deposit rate reductions implemented in response to the falling interest rate environment and to a lesser extent, the reduction in interest expense on FHLB advances.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense decreased $4.9 million, or 46%, driving a 25 bps decline in the cost of average total interest bearing deposits. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on FHLB advances declined $1.1 million, or 76%, as a result of the substantial reduction in average FHLB advances outstanding. As noted above, Bancorp had no outstanding FHLB advances as of December 31, 2021. |
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Average Balance Sheets and Interest Rates (FTE)
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, (dollars in thousands) | Average Balance | Average Interest | Rate | Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | |||||||||||||||||||||||||||
| Interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 477,341 | $ | 6,018 | 1.26 | % | $ | 446,783 | $ | 645 | 0.14 | % | $ | 229,905 | $ | 738 | 0.32 | % | ||||||||||||||||||
| Mortgage loans held for sale | 8,835 | 190 | 2.15 | 11,170 | 249 | 2.23 | 20,156 | 533 | 2.64 | |||||||||||||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||||||||||||||
| Taxable | 1,594,942 | 27,302 | 1.71 | 879,298 | 11,575 | 1.32 | 443,035 | 8,432 | 1.90 | |||||||||||||||||||||||||||
| Tax-exempt | 75,382 | 1,851 | 2.46 | 19,636 | 340 | 1.73 | 10,047 | 265 | 2.64 | |||||||||||||||||||||||||||
| Total securities | 1,670,324 | 29,153 | 1.75 | 898,934 | 11,915 | 1.33 | 453,082 | 8,697 | 1.92 | |||||||||||||||||||||||||||
| Federal Home Loan Bank stock | 11,741 | 505 | 4.30 | 10,824 | 262 | 2.42 | 11,284 | 253 | 2.24 | |||||||||||||||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | 52,704 | 4,798 | 9.10 | 397,282 | 22,044 | 5.55 | 442,510 | 13,636 | 3.08 | |||||||||||||||||||||||||||
| Non-PPP loans | 4,766,420 | 211,872 | 4.45 | 3,553,975 | 142,395 | 4.01 | 2,862,399 | 124,226 | 4.34 | |||||||||||||||||||||||||||
| Total loans | 4,819,124 | 216,670 | 4.50 | 3,951,257 | 164,439 | 4.16 | 3,304,909 | 137,862 | 4.17 | |||||||||||||||||||||||||||
| Total interest earning assets | 6,987,365 | 252,536 | 3.61 | 5,318,968 | 177,510 | 3.34 | 4,019,336 | 148,083 | 3.68 | |||||||||||||||||||||||||||
| Less allowance for credit losses on loans | 65,672 | 57,696 | 45,008 | |||||||||||||||||||||||||||||||||
| Non-interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 90,481 | 63,477 | 46,277 | |||||||||||||||||||||||||||||||||
| Premises and equipment, net | 106,631 | 69,483 | 57,474 | |||||||||||||||||||||||||||||||||
| Bank owned life insurance | 68,325 | 44,720 | 32,899 | |||||||||||||||||||||||||||||||||
| Goodwill | 188,949 | 84,853 | 12,513 | |||||||||||||||||||||||||||||||||
| Accrued interest receivable and other | 62,801 | 103,081 | 94,102 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 7,438,880 | $ | 5,626,886 | $ | 4,217,593 | ||||||||||||||||||||||||||||||
| Interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||||||||||||||
| Interest bearing demand | $ | 2,218,416 | $ | 9,186 | 0.41 | % | $ | 1,633,606 | $ | 1,771 | 0.11 | % | $ | 1,133,308 | $ | 1,776 | 0.16 | % | ||||||||||||||||||
| Savings | 538,971 | 638 | 0.12 | 328,570 | 93 | 0.03 | 190,368 | 36 | 0.02 | |||||||||||||||||||||||||||
| Money market | 1,140,025 | 5,284 | 0.46 | 919,778 | 589 | 0.06 | 771,363 | 1,482 | 0.19 | |||||||||||||||||||||||||||
| Time | 487,981 | 1,304 | 0.27 | 420,308 | 3,174 | 0.76 | 412,506 | 7,184 | 1.74 | |||||||||||||||||||||||||||
| Total interest bearing deposits | 4,385,393 | 16,412 | 0.37 | 3,302,262 | 5,627 | 0.17 | 2,507,545 | 10,478 | 0.42 | |||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 122,154 | 567 | 0.46 | 62,534 | 24 | 0.04 | 40,363 | 37 | 0.09 | |||||||||||||||||||||||||||
| Federal funds purchased | 9,357 | 154 | 1.65 | 10,596 | 14 | 0.13 | 9,457 | 35 | 0.37 | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 274 | 12 | 4.38 | 16,317 | 337 | 2.07 | 61,483 | 1,400 | 2.28 | |||||||||||||||||||||||||||
| Subordinated debentures | 21,733 | 1,124 | 5.17 | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Total interest bearing liabilities | 4,538,911 | 18,269 | 0.40 | 3,391,709 | 6,002 | 0.18 | 2,618,848 | 11,950 | 0.46 | |||||||||||||||||||||||||||
| Non-interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Non-interest bearing demand deposits | 2,053,213 | 1,578,795 | 1,100,942 | |||||||||||||||||||||||||||||||||
| Accrued interest payable and other | 107,958 | 83,121 | 77,684 | |||||||||||||||||||||||||||||||||
| Total liabilities | 6,700,082 | 5,053,625 | 3,797,474 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 738,798 | 573,261 | 420,119 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholder's equity | $ | 7,438,880 | $ | 5,626,886 | $ | 4,217,593 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 234,267 | $ | 171,508 | $ | 136,133 | ||||||||||||||||||||||||||||||
| Net interest spread | 3.21 | % | 3.16 | % | 3.22 | % | ||||||||||||||||||||||||||||||
| Net interest margin | 3.35 | % | 3.22 | % | 3.39 | % |
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Supplemental Information - Total Company Average Balance Sheets and Interest Rates (FTE)
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average loan balances include the principal balance of non-accrual loans, as well as unearned income such as loan premiums, discounts, fees/costs and exclude participation loans accounted for as secured borrowings. Participation loans averaged $5 million, $5 million and $8 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on a FTE basis includes additional amounts of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal taxes yielding the same after-tax income. Interest income on municipal securities and tax-exempt loans has been calculated on a FTE basis using a federal income tax rate of 21%. Approximate tax equivalent adjustments to interest income were $884,000, $434,000 and $212,000 for the years ended December 31, 2022, 2021 and 2020, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income includes loan fees of $10.3 million ($4.2 million associated with the PPP), $20.5 million ($18.1 million associated with the PPP) and $10.6 million ($9.1 million associated with the PPP) for the years ended December 31, 2022, 2021 and 2020, respectively. Interest income on loans may be impacted by the level of prepayment fees collected and accretion related to loans purchased. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income, the most significant component of Bancorp's earnings, represents total interest income less total interest expense. The level of net interest income is determined by mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and changes in interest rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | NIM represents net interest income on a FTE basis as a percentage of average interest earning assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest spread (FTE) is the difference between taxable equivalent rates earned on interest earning assets less the cost of interest bearing liabilities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The fair market value adjustment on investment securities resulting from ASC 320, Investments – Debt and Equity Securities is included as a component of other assets. |
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The following table illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Bancorp’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Tax-equivalent adjustments are based on a federal income tax rate of 21%. The change in interest due to both rate and volume has been allocated to the change due to rate and the change due to volume in proportion to the relationship of the absolute dollar amounts of the change in each.
Rate/Volume Analysis (FTE)
| Year ended December 31, 2022 | Year ended December 31, 2021 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compared to | Compared to | |||||||||||||||||||||||
| Year ended December 31, 2021 | Year ended December 31, 2020 | |||||||||||||||||||||||
| Total Net | Increase (Decrease) Due to | Total Net | Increase (Decrease) Due to | |||||||||||||||||||||
| (in thousands) | Change | Rate | Volume | Change | Rate | Volume | ||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 5,373 | $ | 5,326 | $ | 47 | $ | (93 | ) | $ | (547 | ) | $ | 454 | ||||||||||
| Mortgage loans held for sale | (59 | ) | (9 | ) | (50 | ) | (284 | ) | (74 | ) | (210 | ) | ||||||||||||
| Investment securities: | ||||||||||||||||||||||||
| Taxable | 15,727 | 4,239 | 11,488 | 3,143 | (3,210 | ) | 6,353 | |||||||||||||||||
| Tax-exempt | 1,511 | 194 | 1,317 | 75 | (114 | ) | 189 | |||||||||||||||||
| Federal Home Loan Bank stock | 243 | 219 | 24 | 9 | 20 | (11 | ) | |||||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | (17,246 | ) | 8,919 | (26,165 | ) | 8,408 | 9,928 | (1,520 | ) | |||||||||||||||
| Non-PPP Loans | 69,477 | 16,874 | 52,603 | 18,169 | (10,096 | ) | 28,265 | |||||||||||||||||
| Total interest income | 75,026 | 35,762 | 39,264 | 29,427 | (4,093 | ) | 33,520 | |||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||
| Interest bearing demand | 7,415 | 6,580 | 835 | (5 | ) | (647 | ) | 642 | ||||||||||||||||
| Savings | 545 | 454 | 91 | 57 | 23 | 34 | ||||||||||||||||||
| Money market | 4,695 | 4,521 | 174 | (893 | ) | (1,136 | ) | 243 | ||||||||||||||||
| Time | (1,870 | ) | (2,315 | ) | 445 | (4,010 | ) | (4,143 | ) | 133 | ||||||||||||||
| Total interest bearing deposits | 10,785 | 9,240 | 1,545 | (4,851 | ) | (5,903 | ) | 1,052 | ||||||||||||||||
| Securities sold under agreements to repurchase | 543 | 500 | 43 | (13 | ) | (28 | ) | 15 | ||||||||||||||||
| Federal funds purchased | 140 | 142 | (2 | ) | (21 | ) | (25 | ) | 4 | |||||||||||||||
| Federal Home Loan Bank advances | (325 | ) | (158 | ) | (167 | ) | (1,063 | ) | (119 | ) | (944 | ) | ||||||||||||
| Subordinated debt | 1,124 | — | 1,124 | — | — | — | ||||||||||||||||||
| Total interest expense | 12,267 | 9,724 | 2,543 | (5,948 | ) | (6,075 | ) | 127 | ||||||||||||||||
| Net interest income | $ | 62,759 | $ | 26,038 | $ | 36,721 | $ | 35,375 | $ | 1,982 | $ | 33,393 |
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Asset/Liability Management and Interest Rate Risk
Managing interest rate risk is fundamental for the financial services industry. The primary objective of interest rate risk management is to neutralize effects of interest rate changes on net income. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity with the goal of optimizing net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.
Interest Rate Simulation Sensitivity Analysis
Bancorp uses an earnings simulation model to estimate and evaluate the impact of an immediate change in interest rates on earnings in a one-year forecast. The simulation model is designed to reflect dynamics of interest earning assets and interest bearing liabilities. By estimating effects of interest rate fluctuations, the model can approximate interest rate risk exposure. This simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and may not indicate actual or expected results.
The results of the interest rate sensitivity analysis performed as of December 31, 2022 were derived from the long-term, conservative assumptions Bancorp uses in the model, particularly in relation to deposit betas, which measure how responsive management’s deposit repricing may be to changes in market rates and are based on historical data. The results presented below reflect an interest rate sensitivity analysis that incorporates a deposit beta of approximately 60%, which approximates Bancorp’s long-term average. While the beta’s experienced in 2022 were significantly below this level, the Company anticipates the future betas will be closer to, or even exceed, historic averages.
Bancorp’s interest rate simulation sensitivity analysis details that increases in interest rates of 100, 200 and 300 bps would have a negative effect on net interest income, respectively, while decreases of 100 and 200 bps in interest rates would have a positive effect on net interest income. These results depict a slightly liability sensitive interest rate risk profile. The decrease in net interest income in the rising rate scenarios is primarily due to variable rate loans and short-term investments repricing slower than deposits and short-term borrowings.
| Change in Rates | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| -200 | -100 | +100 | +200 | +300 | ||||||||||||||||
| Basis Points | Basis Points | Basis Points | Basis Points | Basis Points | ||||||||||||||||
| % Change from base net interest income at December 31, 2022 | 0.58 | % | 0.34 | % | -1.71 | % | -3.44 | % | -5.17 | % |
Bancorp’s loan portfolio is currently composed of approximately 71% fixed and 29% variable rate loans, with the fixed rate portion pricing generally based on a spread to the five year treasury curve at the time of origination and the variable portion pricing based on an on-going spread to Prime (approximately 65%) or one month LIBOR/SOFR (approximately 35%).
In July 2017, the Financial Conduct Authority (the “FCA”), the authority regulating LIBOR, along with various other regulatory bodies, announced that LIBOR would likely be discontinued at the end of 2021. Subsequent to that announcement, in November 2020, the FCA announced that many tenors of LIBOR would continue to be published through June 2023. Subsequent to this, Bank regulators instructed banks to discontinue new originations referencing LIBOR as soon as possible, but no later than December 2021. Effective December 31, 2021, LIBOR is no longer used to issue new loans in the U.S. It is expected to be replaced primarily by the SOFR, which many experts consider a more accurate and more secure pricing benchmark. To facilitate the transition process, management has instituted an enterprise-wide program to identify, assess, and monitor risks associated with the expected discontinuance or unavailability of LIBOR.
On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law as part of the Consolidated Appropriations Act of 2022. This legislation established a uniform benchmark replacement process for financial contracts that mature after the cessation of LIBOR (scheduled for June 2023) that do not contain clearly defined or practicable fallback provisions. The legislation also established a safe harbor for lenders, providing protection from litigation associated with choosing a replacement rate recommended by the FRB, such as SOFR, and also allows for the continued use of any appropriate benchmark rate for new contracts.
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As of December 31, 2022, the Company had approximately $477 million in loans and interest rate derivative contracts of $120 million (notional amount) that reference LIBOR. Each of the LIBOR-referenced amounts discussed above will vary in future periods as current contracts expire with potential replacement contracts using either LIBOR or an alternative reference rate. The Company, and other industry participants, continue to review alternative reference rates that could be utilized as a replacement for LIBOR. The Company had $206 million in loans that were indexed to SOFR at December 31, 2022.
Periodically, Bancorp enters into interest rate swap transactions with borrowers who desire to hedge exposure to rising interest rates, while at the same time entering into an offsetting interest rate swap, with substantially matching terms, with another approved independent counterparty. These are undesignated derivative instruments and are recognized on the balance sheet at fair value, with changes in fair value recorded in other non-interest income as interest rates fluctuate. Because of matching terms of offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings, and are therefore not included in the simulation analysis results above. For additional information see the Footnote titled “Assets and Liabilities Measured and Reported at Fair Value.”
In addition, Bancorp periodically uses derivative financial instruments as part of its interest rate risk management, including interest rate swaps. These interest rate swaps are designated as cash flow hedges as described in the Footnote titled “Interest Rate Swaps.” For these derivatives, the effective portion of gains or losses is reported as a component of OCI, and is subsequently reclassified into earnings as an adjustment to interest expense in periods in which the hedged forecasted transaction affects earnings. As of December 31, 2022, Bancorp had no outstanding interest rate swaps designated as cash flow hedges.
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Provision for Credit Losses
Provision for credit losses on loans at December 31, 2022 represents the amount of expense that, based on Management’s judgment, is required to maintain the ACL for loans at an appropriate level under the CECL model. The determination of the amount of the ACL for loans is complex and involves a high degree of judgment and subjectivity. See the footnote titled “Summary of Significant Accounting Policies” for detailed discussion regarding Bancorp’s ACL methodology by loan segment.
An analysis of the changes in the ACL on loans, including provision, and selected ratios follow:
| As of and for the years ended December 31, (dollars in thousands) | 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance | $ | 53,898 | $ | 51,920 | $ | 26,791 | ||||||
| Acquired PCD loans (goodwill adjustment) | 9,950 | 6,757 | — | |||||||||
| CECL - cumulative adjustment | — | — | 9,856 | |||||||||
| Adjusted beginning balance | 63,848 | 58,677 | 36,647 | |||||||||
| Provision for credit losses on loans | 5,253 | (6,000 | ) | 16,918 | ||||||||
| Provision for credit losses on loans - acquired loans | 4,429 | 7,397 | — | |||||||||
| Total provision for credit losses on loans | 9,682 | 1,397 | 16,918 | |||||||||
| Total charge-offs | (2,307 | ) | (7,681 | ) | (2,101 | ) | ||||||
| Total recoveries | 2,308 | 1,505 | 456 | |||||||||
| Net loan (charge-offs) recoveries | 1 | (6,176 | ) | (1,645 | ) | |||||||
| Ending balance | $ | 73,531 | $ | 53,898 | $ | 51,920 | ||||||
| Average total loans | $ | 4,819,124 | $ | 3,951,257 | $ | 3,304,909 | ||||||
| Provision for credit losses on loans to average total loans | 0.20 | % | 0.04 | % | 0.51 | % | ||||||
| Net loan (charge-offs) recoveries to average total loans | 0.00 | % | -0.16 | % | -0.05 | % | ||||||
| ACL for loans to total loans | 1.41 | % | 1.29 | % | 1.47 | % | ||||||
| ACL for loans to total loans (excluding PPP) (1) | 1.42 | % | 1.34 | % | 1.74 | % | ||||||
| ACL for loans to average total loans | 1.53 | % | 1.36 | % | 1.57 | % |
(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Discussion of 2022 vs 2021:
The ACL for loans totaled $74 million as of December 31, 2022 compared to $54 million at December 31, 2021, representing an ACL to total loans ratio of 1.41% and 1.29% for those periods, respectively. The ACL to loans (excluding PPP loans) was 1.42% at December 31, 2022 compared to 1.34% at December 31, 2021. Based on the 100% SBA guarantee of the PPP loan portfolio, which totaled $19 million at December 31, 2022 and $141 million at December 31, 2021, Bancorp did not reserve for potential losses for these loans within the ACL. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Provision expense for credit losses on loans (excluding acquisition-related activity) of $5.3 million was recorded for the year ended December 31, 2022. Significant organic loan growth, inflation and recession-based increases in the projected unemployment rate forecast, along with qualitative factor updates related to the potential impact of rising rates on the C&I portfolio, were the main drivers of expense within the CECL model for 2022. Further, net charge off/recovery activity for the year ended December 31, 2022 was minimal.
Credit loss expense recorded for the acquired CB loan portfolio totaled $4.4 million and was recorded in the first quarter of 2022, bringing total provision for credit losses on loans to $9.7 million for the year ended December 31, 2022. Further, the ACL for loans was also increased $10 million as a result of the PCD loan portfolio added through the CB acquisition during the first quarter, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense).
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Total provision expense for credit losses on loans of $1.4 million was recorded for the year ended December 31, 2021, as acquisition-related expense competed with a number of improving factors within the CECL model. Expense totaling $7.4 million was recorded in association with the non-PCD loan portfolio added through the KB acquisition during the second quarter of 2021, which was partially offset by a net benefit of $6.0 million recorded for the year ended December 31, 2021, and was driven by a then-improving unemployment forecast, updates to Bancorp’s CECL modeling and strong historic credit metrics. Further, the ACL for loans was also increased $6.8 million as a result of the PCD loan portfolio added through the KB acquisition during the second quarter of 2021, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense).
The ACL for off balance sheet credit exposures, while separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, also experienced an increase between December 31, 2021 and December 31, 2022. The CB acquisition resulted in a $500,000 increase to the ACL for off balance sheet credit exposures during the first quarter of 2022, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense). Provision for credit loss expense for off balance sheet credit exposures of $575,000 was also recorded for the year ended December 31, 2022, driven mainly by the addition of new lines of credit, and thus increased availability, largely within the C&D portfolio. ACL for off balance sheet credit exposures stood at $4.5 million as of December 31, 2022 compared to $3.5 million as of December 31, 2021.
While the year ended December 31, 2021 experienced a similar $250,000 increase to the ACL for off balance sheet credit exposures as a result of the KB acquisition, negative provision for credit loss expense for off balance sheet credit exposures totaling $2.2 million was recorded for the year ended December 31, 2021. This large benefit was the result of general declines in reserve loss percentages consistent with then-improving CECL model factors and improvement in line of credit utilization.
Bancorp’s loan portfolio is well-diversified with no significant concentrations of credit. Geographically, most loans are extended to borrowers in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio metropolitan markets. The adequacy of the ACL is monitored on an ongoing basis and it is the opinion of management that the balance of the ACL at December 31, 2022 is adequate to absorb probable losses inherent in the loan portfolio as of the financial statement date.
Discussion of 2021 vs 2020:
The ACL on loans totaled $54 million as of December 31, 2021 compared to $52 million at December 31, 2020, representing an ACL to total loans ratio of 1.29% and 1.47% for those periods, respectively. The ACL to total loans (excluding PPP loans) was 1.34% at December 31, 2021 compared to 1.74% at December 31, 2020, the decrease stemming from loan growth and a lower ACL. Based on the 100% SBA guarantee of the PPP loan portfolio, which totaled $141 million (net of unamortized deferred fees) at December 31, 2021 and $550 million at December 31, 2020, Bancorp did not record a general reserve for potential losses for these loans within the ACL. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Upon adoption of ASC 326 effective January 1, 2020, Bancorp recorded an increase of $8.2 million to the ACL on loans and a corresponding decrease to retained earnings, net of the DTA impact. In addition, non-accretable yield marks of $1.6 million related to formerly classified PCI loans were reclassed between the amortized cost basis of loans and corresponding ACL on loans, which were subsequently charged-off in the third quarter of 2020 with no resulting impact to provision for credit loss expense. The adjustment upon adoption of ASC 326 raised the beginning balance of the ACL on loans to $37 million on January 1, 2020.
In total, provision for credit losses on loans decreased $15.5 million, or 92%, for the year ended December 31, 2021 compared to the same period of 2020. The significantly higher expense recorded for the year ended December 31, 2020 was the result of CECL adoption and the subsequent pandemic-related developments experienced shortly thereafter, particularly elevated future unemployment forecasts.
Due to continued improvement in the unemployment forecast, updates to Bancorp’s CECL modeling and strong historic credit metrics, a net benefit (excluding acquisition-related activity) of $6.0 million was recorded for the year ended December 31, 2021, which was offset by credit loss expense on loans associated with the non-PCD loan portfolio added as a result of the KB acquisition, which was recorded during the second quarter of 2021 and totaled $7.4 million.
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Further, the ACL on loans was also increased $6.8 million as a result of the PCD loan portfolio added through the KB acquisition during the second quarter, with the corresponding offset recorded to goodwill. Partially offsetting this increase was net charge off activity of $6.2 million for the year ended December 31, 2021, serving to reduce the ACL on loans. Net charge off activity for 2021 was driven by the charge off of two CRE relationships totaling $4.4 million. These charged off amounts were fully reserved and had no income statement impact for the year ended December 31, 2021. In addition, there was a $555,000 recovery of a note that was fully charged off in 2020.
While separate from the ACL on loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced a decrease between December 31, 2020 and December 31, 2021. A net benefit of $2.2 million was recorded for the year ended December 31, 2021, as nearly all applicable loan segments experienced declines in their reserve loss percentages consistent with generally improving model factors and improvement in line of credit utilization, most notably within the C&I portfolio. In addition, the ACL for off balance sheet credit exposures was increased $250,000 as a result of available credit added through the KB acquisition during the second quarter, with the corresponding offset recorded to goodwill. The ACL for off balance sheet credit exposures stood at $3.5 million as of December 31, 2021 compared to $5.4 million as of December 31, 2020.
Non-Interest Income
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 / 2021 | 2021 / 2020 | ||||||||||||||||||||||||||
| Years Ended December 31, | 2022 | 2021 | 2020 | $ | % | $ | % | |||||||||||||||||||||
| Wealth management and trust services | $ | 36,111 | $ | 27,613 | $ | 23,406 | $ | 8,498 | 31 | % | $ | 4,207 | 18 | % | ||||||||||||||
| Deposit service charges | 8,286 | 5,852 | 4,161 | 2,434 | 42 | 1,691 | 41 | |||||||||||||||||||||
| Debit and credit card income | 18,623 | 13,456 | 8,480 | 5,167 | 38 | 4,976 | 59 | |||||||||||||||||||||
| Treasury management fees | 8,590 | 6,912 | 5,407 | 1,678 | 24 | 1,505 | 28 | |||||||||||||||||||||
| Mortgage banking income | 3,210 | 4,724 | 6,155 | (1,514 | ) | (32 | ) | (1,431 | ) | (23 | ) | |||||||||||||||||
| Net investment products sales commissions and fees | 3,063 | 2,553 | 1,775 | 510 | 20 | 778 | 44 | |||||||||||||||||||||
| Bank owned life insurance | 1,597 | 914 | 693 | 683 | 75 | 221 | 32 | |||||||||||||||||||||
| Gain (loss) on sale of premises and equipment | 4,369 | (78 | ) | 150 | 4,447 | NM | (228 | ) | (152 | ) | ||||||||||||||||||
| Other | 5,300 | 3,904 | 1,672 | 1,396 | 36 | 2,232 | 133 | |||||||||||||||||||||
| Total non-interest income | $ | 89,149 | $ | 65,850 | $ | 51,899 | $ | 23,299 | 35 | % | $ | 13,951 | 27 | % |
NM - Not Meaningful
Discussion of 2022 vs 2021:
Total non-interest income increased $23.3 million, or 35%, for the year ended December 31, 2022 compared to the same period of 2021. Non-interest income comprised 28% of total revenue, defined as net interest income and non-interest income, for the years ended December 31, 2022 and 2021, respectively. WM&T services comprised 41% of total non-interest income for the year ended December 31, 2022 compared to 42% for the same period of 2021, respectively. Acquisition-related activity drove a significant portion of the non-interest income increase for the year ended December 31, 2022 compared to the same period of 2021.
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WM&T Services:
The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. WM&T revenue increased $8.5 million, or 31%, for the year ended December 31, 2022 as compared with the same period of 2021. Significant growth in AUM drove the increase over prior year, consistent with acquisition-related activity and organic new business development. However, significant declines in both fixed income and equity markets weighed heavily on WM&T revenue in 2022, as inflation and recession-based fears, coupled with geopolitical tensions, have resulted in continued volatility.
Recurring fees earned for managing accounts are based on a percentage of market value of AUM and are typically assessed on a monthly basis. Recurring fees, which generally comprise the vast majority of WM&T revenue, increased $8.7 million, or 32%, for the year ended December 31, 2022, as compared with the same period of 2021, as a result of the aforementioned acquisition-related and organic business development.
A portion of WM&T revenue, most notably executor and certain employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues typically correspond with the related administrative activities. For this reason, such fees are subject to greater period over period fluctuation. Total non-recurring fees decreased $194,000, or 32%, for the year ended December 31, 2022, as compared with the same period of 2021, consistent with lower estate fee revenue.
AUM, stated at market value, totaled $6.59 billion at December 31, 2022 compared to $4.80 billion at December 31, 2021. The large increase is attributed mainly to AUM of $2.65 billion added through the first quarter CB acquisition, as well as organic net new business growth over the past year, which were partially offset by significant declines in both fixed income and equity markets during 2022, as previously noted.
Contracts between WM&T and their customers do not permit performance-based fees and accordingly, none of the WM&T revenue is performance based. Management believes the WM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams.
Detail of WM&T Service Income by Account Type:
| (in thousands) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | 2022 | 2021 | 2020 | ||||||||
| Investment advisory | $ | 13,697 | $ | 12,003 | $ | 9,747 | |||||
| Personal trust | 13,213 | 7,569 | 7,027 | ||||||||
| Personal investment retirement | 6,186 | 5,168 | 4,319 | ||||||||
| Company retirement | 1,520 | 1,798 | 1,457 | ||||||||
| Foundation and endowment | 1,051 | 797 | 589 | ||||||||
| Custody and safekeeping | 310 | 146 | 129 | ||||||||
| Brokerage and insurance services | 67 | 78 | 45 | ||||||||
| Other | 67 | 54 | 93 | ||||||||
| Total WM&T services income | $ | 36,111 | $ | 27,613 | $ | 23,406 |
The preceding table demonstrates that WM&T fee revenue is concentrated within investment advisory and personal trust accounts. WM&T fees are predominantly based on AUM and tailored for individual/company accounts and/or relationships with fee structures customized based on account type and other factors with larger relationships paying a lower percentage of AUM in fees. For example, recurring AUM fee structures are in place for investment management, irrevocable and revocable trusts, personal investment retirement accounts and accounts holding only fixed income securities. Company retirement plan services can consist of a one-time conversion fee with recurring AUM fees to follow. While there are also fee structures for estate settlements, income received is often non-recurring in nature. Fee structures are agreed upon at the time of account opening and any subsequent revisions are communicated in writing to the customer. WM&T fees earned are not performance-based nor are they based on investment strategy or transactions. Bancorp also earns management fees on in-house investments funds acquired from CB.
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Assets Under Management by Account Type:
Total AUM (not included on balance sheet) increased from $4.80 billion at December 31, 2021 to $6.59 billion at December 31, 2022 as follows:
| December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Managed | Non-managed (1) | Total | Managed | Non-managed (1) | Total | |||||||||||||||||
| Investment advisory | $ | 2,249,017 | $ | 63,691 | $ | 2,312,708 | $ | 1,919,593 | $ | 34,879 | $ | 1,954,472 | |||||||||||
| Personal trust | 1,744,522 | 474,373 | 2,218,895 | 939,703 | 150,221 | 1,089,924 | |||||||||||||||||
| Personal investment retirement | 756,126 | 27,065 | 783,191 | 620,312 | 3,478 | 623,790 | |||||||||||||||||
| Company retirement | 52,891 | 524,568 | 577,459 | 35,234 | 599,129 | 634,363 | |||||||||||||||||
| Foundation and endowment | 428,018 | 8,219 | 436,237 | 368,572 | 1,532 | 370,104 | |||||||||||||||||
| Subtotal | $ | 5,230,574 | $ | 1,097,916 | $ | 6,328,490 | $ | 3,883,414 | $ | 789,239 | $ | 4,672,653 | |||||||||||
| Custody and safekeeping | — | 256,791 | 256,791 | — | 128,178 | 128,178 | |||||||||||||||||
| Total | $ | 5,230,574 | $ | 1,354,707 | $ | 6,585,281 | $ | 3,883,414 | $ | 917,417 | $ | 4,800,831 |
(1) Non-managed assets represent those for which the WM&T department does not hold investment discretion.
As of December 31, 2022 and 2021, approximately 79% and 81%, respectively, of total AUM were actively managed. Company retirement plan accounts primarily consist of participant-directed assets. The amount of custody and safekeeping accounts are insignificant.
Managed Trust AUM by Class of Investment:
| (in thousands) | December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|---|
| Interest bearing deposits | $ | 185,080 | $ | 173,603 | |||
| Treasury and government agency obligations | 176,917 | 39,736 | |||||
| State, county and municipal obligations | 201,038 | 110,795 | |||||
| Money market mutual funds | 108,751 | 7,299 | |||||
| Equity mutual funds | 1,125,540 | 944,500 | |||||
| Other mutual funds - fixed, balanced and municipal | 583,713 | 612,913 | |||||
| Other notes and bonds | 209,178 | 171,087 | |||||
| Common and preferred stocks | 2,180,390 | 1,681,006 | |||||
| Common trust funds and collective investment funds | 114,458 | - | |||||
| Real estate mortgages | 774 | - | |||||
| Real estate | 57,297 | 58,344 | |||||
| Other miscellaneous assets (1) | 287,438 | 84,131 | |||||
| Total managed assets | $ | 5,230,574 | $ | 3,883,414 |
(1) Includes client directed instruments including rights, warrants, annuities, insurance policies, unit investment trusts, and oil and gas rights.
Managed assets are invested in instruments for which market values can be readily determined, the majority of which are sensitive to market fluctuations and consist of approximately 63% in equities and 37% in fixed income securities as of December 31, 2022 compared to 68% and 32% as of December 31, 2021. This composition has been relatively consistent from period to period. Common trust funds and collective investment funds were added as a result of the CB acquisition in 2022. However, these investments are immaterial to WM&T revenue, AUM and the overall strategy of our WM&T business.
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Additional Sources of Non-interest income:
Deposit service charges, which consist of non-sufficient funds charges and to a lesser extent, other activity based charges, increased $2.4 million, or 42%, for the year ended December 31, 2022, as compared with the prior year, mainly as a result of the contribution associated with acquisition-related activity over the past 12 months. Outside of acquisition-related growth, an industry-wide decline in the volume of fees earned on overdrawn checking accounts has been experienced over the past several years. This trend has been driven by lower check presentment volume, which has in turn led to fewer overdrawn accounts in general. Further, Bancorp anticipates that future growth of this revenue stream could be significantly impacted by changing industry practices. Bancorp could be faced with strategic decisions surrounding deposit-related service charges in the future, which could negatively impact the contributions made by this, or similar, revenue streams.
Debit and credit card income consists of interchange revenue, ancillary fees and incentives received from card processors. Debit and credit card revenue increased $5.2 million, or 38%, for the year ended December 31, 2022, as compared with the same period of 2021, as a result of increased transaction volume and continued expansion of the customer bases, both organically and through acquisition-related activity. Total debit card income increased $3.8 million, or 40%, and total credit card income increased $1.4 million, or 35%, for the year ended December 31, 2022 compared the year ended December 31, 2021. Bancorp expects this revenue stream will continue to increase with expansion of the customer base and further expansion of the debit and credit card programs.
Treasury management fees primarily consist of fees earned for cash management services provided to commercial customers. This category continues to stand out as a consistent, growing source of revenue for Bancorp and increased $1.7 million, or 24%, for the year ended December 31, 2022 compared to the prior year, driven by increased transaction volume, new product sales and customer base expansion. Both organic and acquisition-related sales efforts have led to the expansion of online services, ACH origination, remote deposit and fraud mitigation services over the past year. Bancorp anticipates this income category will continue to increase based on continued customer base growth and the expanding suite of services offered within Bancorp’s treasury management platform.
Mortgage banking income primarily includes gains on sales of mortgage loans and net loan servicing income offset by MSR amortization. Bancorp’s mortgage banking department predominantly originates residential mortgage loans to be sold in the secondary market, primarily to FNMA and FHLMC. Bancorp offers conventional, VA, FHA and GNMA financing for purchases and refinances, as well as programs for first-time homebuyers. Interest rates on mortgage loans directly influence the volume of business transacted by the mortgage-banking department. Mortgage banking revenue decreased $1.5 million, or 32%, for the year ended December 31, 2022, as compared with the same period of 2021. Overall volume declined in 2022 compared to the prior year as a result of rising interest rates and low housing inventory. While this has in turn led to the year-over-year decline noted above, mortgage banking income has benefitted from the addition of the mortgage loan servicing portfolio added through the CB acquisition, comprising approximately $1.43 billion in mortgage loans at December 31, 2022.
Net investment product sales commissions and fees are generated primarily on stock, bond and mutual fund sales, as well as wrap fees earned on brokerage accounts. Wrap fees represent quarterly charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management and are based on a percentage of account assets. Bancorp deploys its financial advisors primarily through its branch network via an arrangement with a third party broker-dealer, while larger managed accounts are serviced by Bancorp’s WM&T Department. Net investment product sales commissions and fees increased $510,000, or 20%, for the year ended December 31, 2022, as compared with the same period of 2021, driven by acquisition-related growth, which included the addition of financial advisors, and increased trading activity associated with general market volatility.
BOLI assets represent the cash surrender value of life insurance policies on certain active and non-active employees who have provided consent for Bancorp to be the beneficiary for a portion of such policies. The related change in cash surrender value and any death benefits received under the policies are recorded as non-interest income. This income serves to offset the cost of various employee benefits. During the third quarter of 2022, Bancorp purchased an additional $30 million of BOLI assets in an effort to diversify investment of excess liquidity, bringing total BOLI assets to $85 million as of December 31, 2022. BOLI income increased $683,000, or 75%, for the year ended December 31, 2022 compared to the same period of the prior year, which was attributed mainly to the additional investment noted above and contributions from the BOLI portfolio added as a result of the KB acquisition in May of 2021.
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During the third and fourth quarters of 2022, Bancorp completed the sale of certain acquired properties that overlapped with existing locations, recording a pre-tax gain of $4.4 million as a result.
Other non-interest income increased $1.4 million, or 36%, for the year ended December 31, 2022 compared with the same period of 2021. The increase was driven largely by the contribution from LFA, a financial advising firm added through the CB acquisition, and an increase in other miscellaneous fee income. As previously noted, Bancorp’s partial interest in LFA was sold effective December 31, 2022. Other non-interest income attributed to Bancorp’s partial interest in LFA totaled $1.3 million for the year ended December 31, 2022.
Discussion of 2021 vs 2020:
Total non-interest income increased $14.0 million, or 27%, for the year ended December 31, 2021 compared to the same period in 2020. Non-interest income comprised 28% of total revenue for both the year ended December 31, 2021 and 2020, respectively. WM&T services comprised 42% of Bancorp’s total non-interest income for the year ended December 31, 2021 compared to 45% for the same period of 2020.
WM&T revenue increased $4.2 million, or 18%, for the year ended December 31, 2021, as compared with the same period of 2020. Stock market appreciation, coupled with then-record net new business development and to a lesser extent, the KB acquisition, drove the substantial increase for 2021 as compared to 2020.
Deposit service charges increased $1.7 million, or 41%, for the year ended December 31, 2021, as compared with the same period in 2020. The increase resulted from the combination of a meaningful contribution associated with the KB acquisition and a recovery from the subdued activity experienced in 2020, as customer behavior and transaction volume was significantly impacted by pandemic-related developments.
Debit and credit card revenue increased $5.0 million, or 59%, for the year ended December 31, 2021, as compared with the same period in 2020, as a result of increased transaction volume and continued expansion of the customer bases, both organically and through acquisition-related activity. Total debit card income increased $3.6 million, or 61%, while total credit card income increased $1.4 million, or 54%. Similar to deposit service charges above, debit and credit card revenue volume benefitted from both acquisition-related activity and a recovery from the pandemic-related slowdowns of 2020.
Treasury management fees increased $1.5 million, or 28%, for the year ended December 31, 2021 compared to 2020, as a result of strong new product sales and customer base expansion. The demand for Bancorp’s treasury products increased during the pandemic, as these products allowed customers to operate more efficiently in a decentralized environment.
Mortgage banking revenue decreased $1.4 million, or 23%, for the year ended December 31, 2021 as compared with the same period of 2020. The sustained low long-term interest rate environment that incentivized refinancing and purchasing activity resulted in elevated mortgage banking income in 2020. Over the course of 2021, volume began normalizing as the pool of potential customers who had yet to refinance shrank, general housing inventory remained limited and interest rates began to rise above the absolute low levels experienced in 2020, resulting in lower mortgage banking income.
Net investment product sales commissions and fees increased $778,000, or 44%, for the year December 31, 2021, as compared with the same period of 2020, due to the KB acquisition and increased trading activity.
BOLI income increased $221,000, or 32% for the year ended December 31, 2021 compared to the same period of 2020, attributed in large part to BOLI assets added through the KB acquisition.
Other non-interest income increased $2.2 million, for the year ended December 31, 2021 as compared with the same period of 2020. This increase was driven by a plethora of activity, most notably a death benefit of $523,000 on an insurance policy outside of traditional BOLI, stronger market returns on such insurance policies, the addition of the Captive through the KB acquisition and gains on OREO sold.
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Non-interest expenses
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 / 2021 | 2021 / 2020 | |||||||||||||||||||||||||||
| Years Ended December 31, (dollars in thousands) | 2022 | 2021 | 2020 | $ | % | $ | % | |||||||||||||||||||||
| Compensation | $ | 86,640 | $ | 63,034 | $ | 51,368 | $ | 23,606 | 37 | % | $ | 11,666 | 23 | % | ||||||||||||||
| Employee benefits | 16,568 | 13,479 | 11,064 | 3,089 | 23 | 2,415 | 22 | |||||||||||||||||||||
| Net occupancy and equipment | 14,298 | 9,688 | 8,182 | 4,610 | 48 | 1,506 | 18 | |||||||||||||||||||||
| Technology and communication | 14,897 | 11,145 | 8,732 | 3,752 | 34 | 2,413 | 28 | |||||||||||||||||||||
| Debit and credit card processing | 5,909 | 4,494 | 2,606 | 1,415 | 31 | 1,888 | 72 | |||||||||||||||||||||
| Marketing and business development | 5,005 | 4,150 | 2,383 | 855 | 21 | 1,767 | 74 | |||||||||||||||||||||
| Postage, printing and supplies | 3,354 | 2,213 | 1,778 | 1,141 | 52 | 435 | 24 | |||||||||||||||||||||
| Legal and professional | 2,943 | 2,583 | 2,392 | 360 | 14 | 191 | 8 | |||||||||||||||||||||
| FDIC insurance | 2,758 | 1,847 | 1,217 | 911 | 49 | 630 | 52 | |||||||||||||||||||||
| Amortization of investments in tax credit partnerships | 353 | 367 | 3,096 | (14 | ) | (4 | ) | (2,729 | ) | (88 | ) | |||||||||||||||||
| Capital and deposit based taxes | 2,621 | 2,090 | 4,386 | 531 | 25 | (2,296 | ) | (52 | ) | |||||||||||||||||||
| Merger expenses | 19,500 | 19,025 | — | 475 | 2 | 19,025 | 100 | |||||||||||||||||||||
| Federal Home Loan Bank early termination penalty | — | 474 | — | (474 | ) | (100 | ) | 474 | 100 | |||||||||||||||||||
| Intangible amortization | 5,544 | 770 | 323 | 4,774 | 620 | 447 | 138 | |||||||||||||||||||||
| Loss on sale of interest in LFA | 870 | — | — | 870 | 100 | — | — | |||||||||||||||||||||
| Other | 10,531 | 6,921 | 4,132 | 3,610 | 52 | 2,789 | 67 | |||||||||||||||||||||
| Total non-interest expenses | $ | 191,791 | $ | 142,280 | $ | 101,659 | $ | 49,511 | 35 | % | $ | 40,621 | 40 | % |
Discussion of 2022 vs 2021:
Total non-interest expenses increased $49.5 million, or 35%, for the year ended December 31, 2022 compared to the prior year. Compensation and employee benefits comprised 54% of total non-interest expenses for the years ended December 31, 2022 and 2021, respectively. Excluding merger expenses, compensation and employee benefits comprised 60% of total non-interest expenses for the year ended December 31, 2022, compared to 62% for the year ended December 31, 2021.
Compensation, which includes salaries, incentives, bonuses and stock based compensation, increased $23.6 million, or 37%, for the year ended December 31, 2022 compared to the prior year. The increase was attributed to growth in full time equivalent employees, annual merit-based salary increases and higher incentive compensation expense. Net full time equivalent employees totaled 1,040 at December 31, 2022 compared to 820 at December 31, 2021. The acquisitions of CB in March of 2022 and KB in May of 2021 resulted in the combined addition of 372 full time equivalent employees over the past two years.
Employee benefits consists of all personnel-related expense not included in compensation, with the most significant items being health insurance, payroll taxes and employee retirement plan contributions. Employee benefits increased $3.1 million, or 23%, for the year ended December 31, 2022 compared to the prior year, consistent with the overall increase in full time equivalent employees noted previously.
Net occupancy and equipment expenses primarily include depreciation, rent, property taxes, utilities and maintenance. Costs of capital asset additions flow through the statement of income over the lives of the assets in the form of depreciation expense. Net occupancy increased $4.6 million, or 48%, for the year ended December 31, 2022 compared to the prior year. In connection with the CB acquisition, 15 branches were acquired, four of which were closed shortly after acquisition in addition to one existing SYB location, as a result of branch overlap. The KB acquisition in May of 2021 resulted in the addition of 19 branch locations in addition to operational buildings. At December 31, 2022, Bancorp’s branch network consisted of 73 locations throughout Louisville, central, eastern and Northern Kentucky, as well as the markets of Indianapolis, Indiana and Cincinnati, Ohio.
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Technology and communication expenses include computer software amortization, equipment depreciation and expenditures related to investments in technology needed to maintain and improve the quality of customer delivery channels, information security and internal resources. Technology expense increased $3.8 million, or 34%, for the year ended December 31, 2022 compared to the prior year, consistent with acquisition-related activity, customer expansion and core system upgrades.
Bancorp outsources processing for debit and commercial credit card operations, which generate significant revenue for the Company. These expenses fluctuate consistent with transaction volumes. Debit and credit card processing expense increased $1.4 million, or 31%, for the year ended December 31, 2022, correlating in part with the increase in transaction volume and customer base expansion resulting from both organic and acquisition-related growth that served to increase corresponding debit and credit card non-interest income.
Marketing and business development expenses include all costs associated with promoting Bancorp including community support, retaining customers and acquiring new business. Marketing and business development expenses increased $855,000, or 21%, for the year ended December 31, 2022 compared to the prior year. The increase corresponds with strategic decisions to advertise and promote in Bancorp’s new markets, as well as general expansion of Bancorp’s existing and prospective customer base and a post-pandemic return to in-person client meeting/entertainment.
Postage, printing and supplies expense increased $1.1 million, or 52%, for the year ended December 31, 2022 compared to the prior year, consistent with increased customer communication and Bancorp’s expansion tied to acquisition-related activity.
Legal and professional fees increased $360,000, or 14%, for the year ended December 31, 2022 compared to the prior year. The increase over prior year was driven by various consulting engagements, collection-related expenses and litigation costs arising through the normal course of business. Legal and professional fees associated with merger-related activity are captured in merger expenses.
FDIC insurance increased $911,000, or 49%, for the year ended December 31, 2022 compared to the prior year, consistent with organic and acquisition-related balance sheet growth for which the insurance is assessed on.
Tax credit partnerships generate federal income tax credits, and for each of Bancorp’s investments in tax credit partnerships, the tax benefit, net of related expenses, results in a positive effect upon net income. Amounts of credits and corresponding expenses can vary widely depending upon the timing and magnitude of the underlying investments. Amortization expense associated with these investments decreased $14,000 for the year ended December 31, 2022 compared to the prior year.
Capital and deposit based taxes, which consist primarily of deposit-based taxes and state of Ohio franchise taxes, increased $531,000, or 25%, for the year ended December 31, 2022 compared to the prior year, as a result of both organic and acquisition-related growth.
Merger expenses represent non-recurring expenses associated with completion of acquisitions and consist primarily of investment banker fees, legal fees, various compensation-related expenses, early termination fees relating to various contracts and system conversion expenses. Merger expenses totaled $19.5 million for the year ended December 31, 2022 and were attributed to the completion of the CB acquisition. By comparison, merger expensed for the year ended December 31, 2021 totaled $19.0 million, of which all but $525,000 was associated with the completion of the KB acquisition.
An early termination fee of $474,000 was recorded for the year ended December 31, 2021 in relation to the pre-payment of $14 million in FHLB advances prior to contractual maturities. Bancorp chose to payoff these term advances during the second quarter of 2021 due to excess liquidity held on the balance sheet and the near-term outlook for low interest rates at the time of payoff. No such activity was recorded for the year ended December 31, 2022.
Intangible amortization expense consists of amortization associated with the CDI of acquired deposit portfolios, as well as other intangibles related to customer lists of the WM&T and LFA business lines added through the CB acquisition. The intangibles are generally amortized on an accelerated basis over a period of approximately ten years. Intangible amortization for the year ended December 31, 2022 totaled $5.5 million compared to $770,000 for the same period of the prior year, the significant increase stemming from the CB acquisition. As previously noted, Bancorp’s partial interest in LFA was sold effective December 31, 2022. Amortization expense associated with the CLI of the LFA business totaled $357,000 for the year ended December 31, 2022.
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As noted previously, Bancorp’s partial interest in LFA was sold effective December 31, 2022. The sale resulted in a pre-tax loss of $870,000, which was recorded as non-interest expense for the year ended December 31, 2022.
Other non-interest expenses increased $3.6 million, or 52%, for the year ended December 31, 2022. The most notable drivers of the increase were expenses associated with the addition of the insurance captive as a result of the KB acquisition in May of 2021, increased card reward expense, higher fraud-related expenses and other ancillary expenses tied to Bancorp’s significant growth over the last 12 months.
Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2022 was 59.30%, as compared to 59.94% for the same period of 2021. The efficiency ratio (FTE) for both years was significantly impacted by the acquisitions of CB and KB in 2022 and 2021, respectively. Bancorp also considers an adjusted efficiency ratio, which eliminates net gains (losses) on sales and calls of investment securities, as well as net gains (losses) on sales of acquired premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses. Bancorp’s adjusted efficiency ratio for the year ended December 31, 2022 was 53.62%, compared to 51.77% for the year ended December 31, 2021. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Discussion of 2021 vs 2020:
Total non-interest expenses increased $40.6 million, or 40%, for the year ended December 31, 2021 compared to 2020. Compensation and employee benefits comprised 54% and 61% of Bancorp’s total non-interest expenses for the years ended December 31, 2021 and 2020, respectively. Excluding merger expenses, compensation and employee benefits comprised 62% of total non-interest expenses for the year ended December 31, 2021.
Compensation increased $11.7 million, or 23%, for 2021 compared to 2020. The increase was attributed to growth in full time equivalent employees driven by the KB acquisition, annual merit-based salary increases and higher incentive compensation expense. Net full time equivalent employees totaled 820 at December 31, 2021 compared to 641 at December 31, 2020.
Employee benefits increased $2.4 million, or 22%, in 2021 compared with 2020, attributed to acquisition-related growth in FTEs.
Net occupancy increased $1.5 million, or 18% for 2021 compared with 2020. The KB acquisition resulted in the addition of 19 branches and was the primary driver of the increase over 2020.
Technology expense increased $2.4 million, or 28%, in 2021 compared to 2020, consistent with acquisition-related growth and continued investment in technology needed to maintain and improve the quality of customer delivery channels, information security and internal resources.
Debit and credit card processing expense increased $1.9 million, or 72%, for 2021 as compared with 2020, consistent with the correlated increase experienced for card income that was driven by both organic and acquisition-related growth.
Marketing and business development expenses increased $1.8 million, or 74%, for the year ended December 31, 2021, as compared to the same period of 2020. The increase was the result of strategic plans to invest in the advertisement and promotion of the Bank in the newly entered central and eastern Kentucky markets and contributions to the Bank’s foundation that supports various community initiatives. Further, marketing and business development activities, particularly travel and entertainment, were significantly muted during 2020 as a result of pandemic.
Postage, printing and supply expenses increased $435,000, or 24%, in 2021 compared to 2020, driven by the KB acquisition and increased customer communication.
Legal and professional fees increased $191,000, or 8%, for 2021 compared to 2020. The increase over 2020 was largely attributed to increased loan collection-related activity.
FDIC insurance increased $630,000, or 52%, for the year ended December 31, 2021 compared to 2020. The increase was related to the acquisition and PPP-driven growth of the balance sheet. Further, the first quarter of 2020 benefitted from the last portion of small institution credits first issued by the FDIC in 2019.
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Amortization of investments in tax credit partnership decreased $2.7 million from 2021 to 2020 as a result of a large tax credit deal completed in the fourth quarter of 2020.
Capital and deposit based taxes decreased $2.3 million, or 52%, in 2021 compared to 2020, consistent with the state of Kentucky transitioning financial institutions from a capital-based franchise tax to the Kentucky corporate income tax effective January 1, 2021.
Merger expenses recorded for the year ended December 31, 2021 primarily represent non-recurring expenses associated with completion of the KB acquisition. No such expense was recorded for the year ended December 31, 2020.
An early termination fee of $474,000 was incurred during the second quarter of 2021 in relation to the pre-payment of $14 million in FHLB advances prior to contractual maturities. Bancorp chose to pay off these advances due to excess liquidity and the near-term outlook for low interest rates at the time of pay off.
Intangible amortization expense for the years ended December 31, 2021 and 2020 consisted of amortization associated with the CDI of acquired deposit portfolios. Such expense totaled $770,000 for 2021, representing a $447,000 increase over 2020, which was driven by CDI added as a result of the KB acquisition.
Other non-interest expenses increased $2.8 million, or 67%, for 2021 compared to 2020, stemming largely from the addition of the insurance captive through the KB acquisition, increased card reward expense, and higher debit and credit card losses. Further, 2020 benefitted from larger credits to expense associated with a gain on a bank-owned property sold and the reversal of an accrual related to a potential IRS penalty that was dismissed.
Bancorp’s efficiency ratio (FTE) of 59.94% for 2021 increased from 54.06% in 2020 due to one-time merger-related expenses associated with the KB acquisition. Bancorp’s adjusted efficiency ratio was 51.77% and 52.42% for 2021 and 2020. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Income Taxes
A comparison of income tax expense and ETR follows:
| Years Ended December 31, (dollars in thousands) | 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income before income tax expense | $ | 120,484 | $ | 95,397 | $ | 67,743 | ||||||
| Income tax expense | 27,190 | 20,752 | 8,874 | |||||||||
| Effective tax rate | 22.57 | % | 21.75 | % | 13.10 | % |
Discussion of 2022 vs 2021:
Fluctuations in the ETR were primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The stock based compensation component of the ETR fluctuates consistent with the level of SAR exercise activity. The ETR was reduced 1.0% for the year ended December 31, 2022 compared to a reduction of 1.1% for the same period of 2021, consistent with exercise activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Changes in the cash surrender value of life insurance policies can vary widely from period to period, driven largely by changes in the markets. The related impact is inversely correlated with the ETR generally, with cash surrender value declines typically serving to increase the ETR and vice versa. Changes in the cash surrender value of life insurance policies increased the ETR 0.2% for the year ended December 31, 2022, compared to a 0.8% decrease for the same period of the prior year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bancorp invests in certain partnerships that yield federal income tax credits. Taken as a whole, the tax benefit of these investments exceeds amortization expense, resulting in a positive impact on net income. The timing and magnitude of these transactions may vary widely from period to period. The ETR for the years ended December 31, 2022 and 2021 was reduced by 0.1% and 0.2%, respectively, by tax credit activity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax-exempt interest income earned on loans and investment securities reduced the ETR by 0.6% for the year ended December 31, 2022 compared to a reduction of 0.4% for the same period of the prior year, the larger reduction in the current year being attributed to tax-exempt loans and securities added through acquisition-related activity. |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Non-deductible merger expenses recorded during the year ended December 31, 2022 served to increase the ETR 0.1%, compared to an increase of 0.4% for the same period of 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | As a result of the KB acquisition in May of 2021, Bancorp acquired an insurance captive. The insurance captive provides insurance against certain risks for which insurance may not currently be available or economically feasible to Bancorp and SYB, as well as a group of third-party insurance captives. The tax advantages of the Captive, including the tax-deductible nature of premiums paid to the Captive as well as the tax-exemption for premiums received by the Captive, serve to reduce income tax expense. Related activity reduced the ETR 0.3% for the year ended December 31, 2022, compared to reduction of 0.2% for the same period of 2021. |
Discussion of 2021 vs 2020:
Fluctuations in the ETR were primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The ETR for 2020 included the full year benefit of a large historic tax credit project that was completed in the fourth quarter of last year, serving to reduce the ETR by 4.5% for the year. No comparable activity was recorded in 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The state of Kentucky passed legislation in 2019 that required financial institutions to transition from a capital based franchise tax to the Kentucky corporate income tax effective January 1, 2021 and allows entities filing a combined Kentucky income tax return to share certain tax attributes, including net operating loss carryforwards. These changes served to increase the ETR by 3.5% for the year ended December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | An insurance captive was acquired as a result of the KB acquisition. For the year ended December 31, 2021, the addition of the Captive reduced the ETR by 0.2%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The ETR was reduced by 1.1% and 0.7% for the years ended December 31, 2021 and 2020, respectively, as a result of SAR exercise activity for each year. |
The CARES Act included several significant provisions for corporations including increasing the amount of deductible interest under section 163(j), allowing companies to carryback certain net operating losses, and increasing the amount of net operating loss that corporations can use to offset income. These changes did not have a significant impact on Bancorp’s income taxes for the years ended December 31, 2022, 2021 and 2020.
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Financial Condition – December 31, 2022 Compared to December 31, 2021
Overview
Total assets increased $850 million, or 13%, to $7.50 billion at December 31, 2022 from $6.65 billion at December 31, 2021. Total assets of $1.34 billion were added on March 7, 2022 as a result of the CB acquisition, including loans of $632 million and total investment securities of $247 million. Goodwill of $67 million was initially recorded in relation to the transaction, $8.5 million of which was subsequently written off as a result of the previously noted sale of Bancorp’s partial interest in LFA. Total loans (excluding loans added through the CB acquisition and the PPP portfolio) grew $529 million, or 13%, between December 31, 2021 and December 31, 2022. However, the acquisition-related and organic growth experienced in 2022 was partially offset by a $794 million reduction in cash and cash equivalents stemming largely from a decline in deposits experienced in the latter part of the year.
Total liabilities increased $766 million, or 13%, to $6.74 billion at December 31, 2022 from $5.97 billion at December 31, 2021. Total liabilities of $1.24 billion were assumed on March 7, 2022 as a result of the CB acquisition, including total deposits of $1.12 billion. Further, SSUAR totaling $66 million and subordinated debentures of $26 million were also assumed in the acquisition. However, the aforementioned decline in deposits experienced in the latter part of the year served to partially offset the acquisition-related growth noted above.
Stockholders’ equity increased $85 million, or 13%, to $760 million at December 31, 2022 from $676 million at December 31, 2021. Stock issued in relation to the CB acquisition, which totaled $134 million, and net income of $93.0 million were offset by a $108 million negative fluctuation in AOCI and dividends declared during 2022. The large decline in AOCI from December 31, 2021 to December 31, 2022 was the result of the rising interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio.
Cash and Cash Equivalents
Cash and cash equivalents declined $794 million, or 83%, ending at $167 million at December 31, 2022 compared to $961 million at December 31, 2021. The decline stemmed from loan growth and investment in the securities portfolio in addition to deposit run-off, as the elevated deposit balances generally maintained by the customer base over the past several quarters have gradually dissipated. While the average balance of cash and cash equivalents increased $58 million, or 7%, over the past 12 months on the heels of PPP activity and deposit growth stemming from both acquisition-related activity and the aforementioned higher deposit levels maintained by the customer base in general, Bancorp has seen liquidity retreat from the record levels experienced at the end of 2021.
Investment Securities
The primary purpose of the investment securities portfolio is to provide another source of interest income, as well as a tool for liquidity management. In managing the composition of the balance sheet, Bancorp seeks a balance between earnings sources, credit and liquidity considerations.
Investment securities increased $438 million, or 37%, to $1.62 billion at December 31, 2022 compared to $1.18 billion at December 31, 2021. In addition to $247 million of securities added as a result of the CB acquisition, Bancorp continued to actively invest in the securities portfolio in an effort to deploy excess liquidity by purchasing $653 million of debt securities during the year ended December 31, 2022. Partially offsetting growth associated with purchasing and acquisition-related activity was scheduled maturity/amortization and prepayment activity, as well as market depreciation of approximately $143 million stemming from an upward move in the interest rate environment experienced during the year ended December 31, 2022.
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A portion of the securities added during the first quarter of 2022, through both acquisition and normal investment activity, were classified as HTM. This election was made in an effort to lessen the impact that the rising interest rate environment has on the valuation of the AFS debt securities portfolio, and ultimately its impact on capital through AOCI. No debt securities were classified as HTM at December 31, 2021. As of December 31, 2022 and 2021, Bancorp’s investment securities portfolio consisted of AFS and HTM securities as detailed below:
| AFS | HTM | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Carrying | Investment | |||||||||
| December 31, 2022 | Fair Value | Value | Securities | ||||||||
| U.S. Treasury and other U.S. Government obligations | $ | 115,039 | $ | 217,794 | $ | 332,833 | |||||
| Government sponsored enterprise obligations | 143,626 | 27,507 | 171,133 | ||||||||
| MBS - government agencies | 752,738 | 227,916 | 980,654 | ||||||||
| Obligations of states and political subdivisions | 127,599 | - | 127,599 | ||||||||
| Other | 5,615 | - | 5,615 | ||||||||
| Total investment securities | $ | 1,144,617 | $ | 473,217 | $ | 1,617,834 | |||||
| December 31, 2021 | |||||||||||
| U.S. Treasury and other U.S. Government obligations | $ | 122,501 | $ | - | $ | 122,501 | |||||
| Government sponsored enterprise obligations | 135,021 | - | 135,021 | ||||||||
| MBS - government agencies | 846,624 | - | 846,624 | ||||||||
| Obligations of states and political subdivisions | 75,075 | - | 75,075 | ||||||||
| Other | 1,077 | - | 1,077 | ||||||||
| Total investment securities | $ | 1,180,298 | $ | - | $ | 1,180,298 |
The maturity distribution (based on contractual maturity) and weighted average yields of the AFS and HTM investment security portfolios follow:
| AFS | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2022 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | 3,025 | 2.30 | % | 112,014 | 0.50 | % | $ | — | — | % | $ | — | — | % | ||||||||||||||||||
| Government sponsored enterprise obligations | 30,197 | 2.35 | 6,380 | 1.21 | 8,493 | 1.72 | 98,556 | 3.31 | ||||||||||||||||||||||||
| MBS - government agencies | 152 | 1.73 | 21,405 | 1.81 | 78,655 | 1.92 | 652,526 | 1.93 | ||||||||||||||||||||||||
| Obligations of states and political subdivisions | 6,103 | 2.00 | 25,749 | 2.00 | 46,316 | 1.94 | 49,431 | 1.97 | ||||||||||||||||||||||||
| Other | 1,995 | 1.97 | 980 | 2.29 | 2,640 | 3.23 | — | |||||||||||||||||||||||||
| $ | 41,472 | 2.27 | % | $ | 166,528 | 0.94 | % | $ | 136,104 | 1.94 | % | $ | 800,513 | 2.10 | % |
| HTM | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due after one but | Due after five but | |||||||||||||||||||||||||||||||
| December 31, 2022 | Due within one year | within five years | within ten years | Due after ten years | ||||||||||||||||||||||||||||
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | 15,013 | 1.30 | % | 202,781 | 2.07 | % | $ | — | — | % | $ | — | — | % | ||||||||||||||||||
| Government sponsored enterprise obligations | — | 604 | 2.42 | 26,293 | 2.64 | 610 | 3.57 | |||||||||||||||||||||||||
| MBS - government agencies | 20 | 0.97 | 26,616 | 2.01 | 3,316 | 2.00 | 197,964 | 2.30 | ||||||||||||||||||||||||
| $ | 15,033 | 1.30 | % | $ | 230,001 | 2.06 | % | $ | 29,609 | 2.57 | % | $ | 198,574 | 2.30 | % |
Actual maturities for mortgage-backed securities may differ from contractual maturities due to prepayments on underlying collateral.
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Loans
Composition of loans by primary loan portfolio class follows:
| Variance | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, (dollars in thousands) | 2022 | 2021 | $ Change | % Change | ||||||||||||
| Commercial real estate - non-owner occupied | $ | 1,397,346 | $ | 1,128,244 | $ | 269,102 | 24 | % | ||||||||
| Commercial real estate - owner occupied | 834,629 | 678,405 | 156,224 | 23 | % | |||||||||||
| Total commercial real estate | 2,231,975 | 1,806,649 | 425,326 | 24 | % | |||||||||||
| Commercial and industrial - term | 765,163 | 596,710 | 168,453 | 28 | % | |||||||||||
| Commercial and industrial - term - PPP | 18,593 | 140,734 | (122,141 | ) | -87 | % | ||||||||||
| Commercial and industrial - lines of credit | 465,813 | 370,312 | 95,501 | 26 | % | |||||||||||
| Total commercial and industrial | 1,249,569 | 1,107,756 | 141,813 | 13 | % | |||||||||||
| Residential real estate - owner occupied | 591,515 | 400,695 | 190,820 | 48 | % | |||||||||||
| Residential real estate - non-owner occupied | 313,248 | 281,018 | 32,230 | 11 | % | |||||||||||
| Total residential real estate | 904,763 | 681,713 | 223,050 | 33 | % | |||||||||||
| Construction and land development | 445,690 | 299,206 | 146,484 | 49 | % | |||||||||||
| Home equity lines of credit | 200,725 | 138,976 | 61,749 | 44 | % | |||||||||||
| Consumer | 139,461 | 104,294 | 35,167 | 34 | % | |||||||||||
| Leases | 13,322 | 13,622 | (300 | ) | -2 | % | ||||||||||
| Credit cards | 20,413 | 17,087 | 3,326 | 19 | % | |||||||||||
| Total Loans (1) | $ | 5,205,918 | $ | 4,169,303 | $ | 1,036,615 | 25 | % |
(1) Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs.
Total loans increased $1.04 billion, or 25%, from December 31, 2021 to December 31, 2022, driven by the addition of $632 million in loans related to the CB acquisition and strong organic loan growth, which more than offset a $122 million decline in the PPP loan portfolio.
Excluding the loans acquired through the CB acquisition and the PPP portfolio, loan growth of $529 million, or 13%, was experienced between December 31, 2021 and December 31, 2022, driven by solid organic growth across virtually every loan portfolio segment.
After hitting a pandemic-era low of 36.5% at March 31, 2021, total line of credit utilization has improved significantly, reaching 42.3% at December 31, 2022, led by C&I utilization, which increased from 23.9% to 33.1% over the same period, respectively. However, line of credit usage has remained below pre-pandemic levels, with customers continuing to utilize excess cash for financing needs as opposed to drawing on available lines. Further, the addition of new lines, particularly within the C&D and C&I portfolio segments, increased availability for the year ended December 31, 2022, but utilization of the new lines has remained relatively slow.
PPP loans of $19 million were outstanding at December 31, 2022, including approximately $312,000 in related net unrecognized fees, which will be recognized immediately once the loans are paid off or forgiven by the SBA. The timing of forgiveness activity and the related fee recognition on the remaining outstanding PPP portfolio has become less significant, as over 98% of the original portfolio has been forgiven.
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Bancorp’s credit exposure is diversified with secured and unsecured loans to individuals and businesses. No specific industry concentration exceeds 10% of loans outstanding. While Bancorp has a diversified loan portfolio, a customer’s ability to honor contracts is somewhat dependent upon the economic stability and/or industry in which that customer does business. Loans outstanding and related unfunded commitments are primarily concentrated within Bancorp’s current market areas, which encompass Louisville, Kentucky, central and eastern Kentucky, Indianapolis, Indiana and Cincinnati, Ohio.
Bancorp occasionally enters into loan participation agreements with other banks to diversify credit risk. For certain participation loans sold, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their ownership share of the loan without permission from Bancorp. GAAP requires the participated portion of these loans to be recorded as secured borrowings. These participated loans are included in the C&I and CRE loan portfolio segments with a corresponding liability recorded in other liabilities. At both December 31, 2022 and December 31, 2021, the total participated portion of loans of this nature totaled approximately $5 million, respectively.
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The following table presents the maturity distribution and rate sensitivity of the loan portfolio at December 31, 2022:
| Maturity | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 (in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 73,967 | $ | 581,769 | $ | 346,920 | $ | 141,768 | $ | 1,144,424 | 82 | % | ||||||||||||
| Variable rate | 60,075 | 87,546 | 104,108 | 1,193 | 252,922 | 18 | % | |||||||||||||||||
| Total | $ | 134,042 | $ | 669,315 | $ | 451,028 | $ | 142,961 | $ | 1,397,346 | 100 | % | ||||||||||||
| Commercial real estate - owner-occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 34,861 | $ | 346,059 | $ | 303,376 | $ | 62,920 | $ | 747,216 | 90 | % | ||||||||||||
| Variable rate | 9,372 | 15,391 | 49,347 | 13,303 | 87,413 | 10 | % | |||||||||||||||||
| Total | $ | 44,233 | $ | 361,450 | $ | 352,723 | $ | 76,223 | $ | 834,629 | 100 | % | ||||||||||||
| Commercial and industrial - term | ||||||||||||||||||||||||
| Fixed rate | $ | 15,288 | $ | 286,652 | $ | 179,956 | $ | 3,530 | $ | 485,426 | 63 | % | ||||||||||||
| Variable rate | 50,328 | 141,770 | 87,639 | - | 279,737 | 37 | % | |||||||||||||||||
| Total | $ | 65,616 | $ | 428,422 | $ | 267,595 | $ | 3,530 | $ | 765,163 | 100 | % | ||||||||||||
| Commercial and industrial - term - PPP | ||||||||||||||||||||||||
| Fixed rate | $ | 313 | $ | 18,280 | $ | - | $ | - | $ | 18,593 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | 313 | $ | 18,280 | $ | - | $ | - | $ | 18,593 | 100 | % | ||||||||||||
| Commercial and industrial - lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | 6,122 | $ | 47,160 | $ | 48,534 | $ | - | $ | 101,816 | 22 | % | ||||||||||||
| Variable rate | 288,422 | 71,717 | 1,942 | 1,916 | 363,997 | 78 | % | |||||||||||||||||
| Total | $ | 294,544 | $ | 118,877 | $ | 50,476 | $ | 1,916 | $ | 465,813 | 100 | % | ||||||||||||
| Residential real estate - owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 5,264 | $ | 22,649 | $ | 82,430 | $ | 471,815 | $ | 582,158 | 98 | % | ||||||||||||
| Variable rate | 372 | 1,221 | 1,269 | 6,495 | 9,357 | 2 | % | |||||||||||||||||
| Total | $ | 5,636 | $ | 23,870 | $ | 83,699 | $ | 478,310 | $ | 591,515 | 100 | % | ||||||||||||
| Residential real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 8,332 | $ | 101,032 | $ | 88,021 | $ | 107,426 | $ | 304,811 | 97 | % | ||||||||||||
| Variable rate | 3,687 | 1,926 | 2,724 | 100 | 8,437 | 3 | % | |||||||||||||||||
| Total | $ | 12,019 | $ | 102,958 | $ | 90,745 | $ | 107,526 | $ | 313,248 | 100 | % | ||||||||||||
| Construction and land development | ||||||||||||||||||||||||
| Fixed rate | $ | 9,558 | $ | 49,338 | $ | 136,025 | $ | 12,435 | $ | 207,356 | 47 | % | ||||||||||||
| Variable rate | 60,232 | 150,264 | 26,445 | 1,393 | 238,334 | 53 | % | |||||||||||||||||
| Total | $ | 69,790 | $ | 199,602 | $ | 162,470 | $ | 13,828 | $ | 445,690 | 100 | % | ||||||||||||
| Home equity lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 14,308 | 45,764 | 118,969 | 21,684 | 200,725 | 100 | % | |||||||||||||||||
| Total | $ | 14,308 | $ | 45,764 | $ | 118,969 | $ | 21,684 | $ | 200,725 | 100 | % |
(continued)
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| (continued) | Maturity | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 (in thousands) | Within one year | After one but within five years | After five but within fifteen years | After fifteen years | Total | % of Total | ||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Fixed rate | $ | 3,464 | $ | 35,997 | $ | 20,059 | $ | 837 | $ | 60,357 | 43 | % | ||||||||||||
| Variable rate | 58,965 | 19,713 | 426 | - | 79,104 | 57 | % | |||||||||||||||||
| Total | $ | 62,429 | $ | 55,710 | $ | 20,485 | $ | 837 | $ | 139,461 | 100 | % | ||||||||||||
| Leases | ||||||||||||||||||||||||
| Fixed rate | $ | 1,053 | $ | 10,483 | $ | 1,786 | $ | - | $ | 13,322 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | 1,053 | $ | 10,483 | $ | 1,786 | $ | - | $ | 13,322 | 100 | % | ||||||||||||
| Credit Cards | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 20,413 | - | - | - | 20,413 | 100 | % | |||||||||||||||||
| Total | $ | 20,413 | $ | - | $ | - | $ | - | $ | 20,413 | 100 | % | ||||||||||||
| Total Loans | ||||||||||||||||||||||||
| Fixed rate | $ | 158,222 | $ | 1,499,419 | $ | 1,207,107 | $ | 800,731 | $ | 3,665,479 | 71 | % | ||||||||||||
| Variable rate | 566,174 | 535,312 | 392,869 | 46,084 | 1,540,439 | 29 | % | |||||||||||||||||
| Total | $ | 724,396 | $ | 2,034,731 | $ | 1,599,976 | $ | 846,815 | $ | 5,205,918 | 100 | % |
In the event Bancorp structures a loan with a maturity exceeding five years (typically CRE loans), an automatic rate adjustment will typically be set in place at five years from origination date to limit overall interest rate sensitivity.
Non-performing Loans and Assets
Information summarizing non-performing loans and assets follows:
| December 31, (dollars in thousands) | 2022 | 2021 | 2020 | 2019 | 2018 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-accrual loans | $ | 14,242 | $ | 6,712 | $ | 12,514 | $ | 11,494 | $ | 2,611 | ||||||||||
| Troubled debt restructurings | - | 12 | 16 | 34 | 42 | |||||||||||||||
| Loans past due 90 days or more and still accruing | 892 | 684 | 649 | 535 | 745 | |||||||||||||||
| Total non-performing loans | 15,134 | 7,408 | 13,179 | 12,063 | 3,398 | |||||||||||||||
| Other real estate owned | 677 | 7,212 | 281 | 493 | 1,018 | |||||||||||||||
| Total non-performing assets | $ | 15,811 | $ | 14,620 | $ | 13,460 | $ | 12,556 | $ | 4,416 | ||||||||||
| Non-performing loans to total loans | 0.29 | % | 0.18 | % | 0.37 | % | 0.42 | % | 0.13 | % | ||||||||||
| Non-peforming loans to total loans (excluding PPP) (1) | 0.29 | % | 0.18 | % | 0.44 | % | N/A | N/A | ||||||||||||
| Non-performing assets as to total assets | 0.21 | % | 0.22 | % | 0.29 | % | 0.34 | % | 0.13 | % | ||||||||||
| ACL for loans to non-performing loans | 486 | % | 728 | % | 394 | % | 222 | % | 751 | % |
(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Non-performing loans to total loans were 0.29% at December 31, 2022 compared to 0.18% at December 31, 2021, the increase being attributed largely to one CRE relationship that was put on non-accrual status.
Non-performing assets totaled $16 million at December 31, 2022 compared to $15 million at December 31, 2021.
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In total, non-performing assets as of December 31, 2022 were comprised of 111 loans ranging in individual amounts up to $7 million and OREO. At December 31, 2022, OREO included two CRE properties and one residential real estate property.
The following table presents the major classifications of non-accrual loans by primary portfolio:
| December 31, (in thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 7,707 | $ | 720 | |||
| Commercial real estate - owner occupied | 2,525 | 1,748 | |||||
| Total commercial real estate | 10,232 | 2,468 | |||||
| Commercial and industrial - term | 1,182 | 670 | |||||
| Commercial and industrial - PPP | 21 | — | |||||
| Commercial and industrial - lines of credit | 348 | 228 | |||||
| Total commercial and industrial | 1,551 | 898 | |||||
| Residential real estate - owner occupied | 1,801 | 1,997 | |||||
| Residential real estate - non-owner occupied | 219 | 293 | |||||
| Total residential real estate | 2,020 | 2,290 | |||||
| Construction and land development | — | — | |||||
| Home equity lines of credit | 205 | 646 | |||||
| Consumer | 234 | 410 | |||||
| Leases | — | — | |||||
| Credit cards | — | — | |||||
| Total non-accrual loans | $ | 14,242 | $ | 6,712 |
Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more, unless such a loan is well- secured and in the process of collection or renewal. Interest income recorded on non-accrual loans as principal payments was $160,000, $312,000, and $350,000 for 2022, 2021, and 2020. Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms was $1.1 million, $359,000, and $457,000 for 2022, 2021, and 2020.
In addition to non-performing loans discussed above, there were loans, which are accruing interest, for which payments were current or less than 90 days past due where borrowers are experiencing elevated financial difficulties. These substandard loans totaled approximately $40 million at both December 31, 2022 and 2021. These relationships are monitored closely for possible future inclusion in non-performing loans. Management believes it has adequately reflected credit exposure in these loans in its determination of the allowance.
Loans accounted for as TDRs include modifications from original terms such as those due to bankruptcy proceedings, certain changes to amortization periods or extended suspension of principal payments due to customer financial difficulties. To the extent that Bancorp chooses to work with borrowers by providing reasonable concessions rather than initiating collection, this would result in an increase in loans accounted for as TDRs. TDRs that are in non-accrual status are reported as non-accrual loans. Loans accounted for as TDRs are individually evaluated for impairment and are reported as non-performing loans.
During the year ended December 31, 2022, there were no loans modified as TDRs and there were no payment defaults of existing TDRs within 12 months following modification. At December 31, 2022, Bancorp had one loan classified as a TDR, the balance of which was $850,000. Bancorp had two loans classified as TDR at December 31, 2021, the balances of which were $950,000 and $12,000, respectively, the latter of which was paid off during the year ended December 31, 2022.
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Delinquent Loans
Delinquent loans (consisting of all loans 30 days or more past due) totaled $17 million at December 31, 2022 compared to $11 million at December 31, 2021. Delinquent loans total loans were 0.32% and 0.26% at December 31, 2022 and December 31, 2021. The increase in delinquent loans between December 31, 2022 and 2021 stems mainly from loans added through acquisitions over the past two years.
Allowance for Credit Losses on Loans
The ACL for loans is a valuation allowance for loans estimated at each balance sheet date in accordance with GAAP. When Bancorp deems all or a portion of a loan to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See the Footnote titled “Summary of Significant Accounting Policies” for discussion of Bancorp’s ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire ACL for loans is available for any loan that, in Bancorp’s judgment, should be charged-off.
The following table reflects activity in the ACL for loans for the years ended December 31, 2022, 2021 and 2020:
| (in thousands) Year ended December 31, 2022 | Beginning Balance | Initial ACL on PCD Loans | Provision for Credit Losses on Loans | Charge-offs | Recoveries | Ending Balance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 15,960 | $ | 3,508 | $ | 3,173 | $ | (37 | ) | $ | 37 | $ | 22,641 | ||||||||||
| Commercial real estate - owner occupied | 9,595 | 2,121 | (1,061 | ) | (41 | ) | 213 | 10,827 | |||||||||||||||
| Total commercial real estate | 25,555 | 5,629 | 2,112 | (78 | ) | 250 | 33,468 | ||||||||||||||||
| Commercial and industrial - term | 8,577 | 1,358 | 2,497 | (724 | ) | 1,283 | 12,991 | ||||||||||||||||
| Commercial and industrial - lines of credit | 4,802 | 1,874 | (87 | ) | (200 | ) | - | 6,389 | |||||||||||||||
| Total commercial and industrial | 13,379 | 3,232 | 2,410 | (924 | ) | 1,283 | 19,380 | ||||||||||||||||
| Residential real estate - owner occupied | 4,316 | 590 | 1,777 | (30 | ) | 64 | 6,717 | ||||||||||||||||
| Residential real estate - non-owner occupied | 3,677 | - | (75 | ) | (27 | ) | 22 | 3,597 | |||||||||||||||
| Total residential real estate | 7,993 | 590 | 1,702 | (57 | ) | 86 | 10,314 | ||||||||||||||||
| Construction and land development | 4,789 | 419 | 2,050 | (72 | ) | - | 7,186 | ||||||||||||||||
| Home equity lines of credit | 1,044 | 2 | 567 | - | - | 1,613 | |||||||||||||||||
| Consumer | 772 | 78 | 750 | (1,080 | ) | 638 | 1,158 | ||||||||||||||||
| Leases | 204 | - | (3 | ) | - | - | 201 | ||||||||||||||||
| Credit cards | 162 | - | 94 | (96 | ) | 51 | 211 | ||||||||||||||||
| Total | $ | 53,898 | $ | 9,950 | $ | 9,682 | $ | (2,307 | ) | $ | 2,308 | $ | 73,531 |
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| (in thousands) Year ended December 31, 2021 | Beginning Balance | Initial ACL on PCD Loans | Provision for Credit Losses on Loans | Charge-offs | Recoveries | Ending Balance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 19,396 | $ | 1,491 | $ | (2,031 | ) | $ | (3,065 | ) | $ | 169 | $ | 15,960 | |||||||||
| Commercial real estate - owner occupied | 6,983 | 2,112 | 1,826 | (1,909 | ) | 583 | 9,595 | ||||||||||||||||
| Total commercial real estate | 26,379 | 3,603 | (205 | ) | (4,974 | ) | 752 | 25,555 | |||||||||||||||
| Commercial and industrial - term | 8,970 | 1,022 | (112 | ) | (1,337 | ) | 34 | 8,577 | |||||||||||||||
| Commercial and industrial - lines of credit | 3,614 | 1,755 | (567 | ) | - | - | 4,802 | ||||||||||||||||
| Total commercial and industrial | 12,584 | 2,777 | (679 | ) | (1,337 | ) | 34 | 13,379 | |||||||||||||||
| Residential real estate - owner occupied | 3,389 | 142 | 1,134 | (383 | ) | 34 | 4,316 | ||||||||||||||||
| Residential real estate - non-owner occupied | 1,818 | 88 | 1,766 | - | 5 | 3,677 | |||||||||||||||||
| Total residential real estate | 5,207 | 230 | 2,900 | (383 | ) | 39 | 7,993 | ||||||||||||||||
| Construction and land development | 6,119 | - | (1,333 | ) | - | 3 | 4,789 | ||||||||||||||||
| Home equity lines of credit | 895 | 147 | 1 | - | 1 | 1,044 | |||||||||||||||||
| Consumer | 340 | - | 743 | (987 | ) | 676 | 772 | ||||||||||||||||
| Leases | 261 | - | (57 | ) | - | - | 204 | ||||||||||||||||
| Credit cards | 135 | - | 27 | - | - | 162 | |||||||||||||||||
| Total | $ | 51,920 | $ | 6,757 | $ | 1,397 | $ | (7,681 | ) | $ | 1,505 | $ | 53,898 |
| (in thousands) Year ended December 31, 2020 | Beginning Balance | Impact of Adopting ASC 326 | Initial ACL on PCD Loans | Provision for Credit Losses on Loans | Charge-offs | Recoveries | Ending Balance | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 5,235 | $ | 2,946 | $ | 152 | $ | 11,194 | $ | (143 | ) | $ | 12 | $ | 19,396 | ||||||||||||
| Commercial real estate - owner occupied | 3,327 | 1,542 | 1,350 | 2,115 | (1,351 | ) | - | 6,983 | |||||||||||||||||||
| Total commercial real estate | 8,562 | 4,488 | 1,502 | 13,309 | (1,494 | ) | 12 | 26,379 | |||||||||||||||||||
| Commercial and industrial - term | 6,782 | 365 | - | 1,832 | (18 | ) | 9 | 8,970 | |||||||||||||||||||
| Commercial and industrial - lines of credit | 5,657 | (1,528 | ) | - | (515 | ) | - | - | 3,614 | ||||||||||||||||||
| Total commercial and industrial | 12,439 | (1,163 | ) | - | 1,317 | (18 | ) | 9 | 12,584 | ||||||||||||||||||
| Residential real estate - owner occupied | 1,527 | 1,087 | 99 | 737 | (79 | ) | 18 | 3,389 | |||||||||||||||||||
| Residential real estate - non-owner occupied | 947 | 429 | - | 442 | (2 | ) | 2 | 1,818 | |||||||||||||||||||
| Total residential real estate | 2,474 | 1,516 | 99 | 1,179 | (81 | ) | 20 | 5,207 | |||||||||||||||||||
| Construction and land development | 2,105 | 3,056 | - | 902 | - | 56 | 6,119 | ||||||||||||||||||||
| Home equity lines of credit | 728 | 114 | - | 53 | - | - | 895 | ||||||||||||||||||||
| Consumer | 100 | 264 | 34 | 91 | (508 | ) | 359 | 340 | |||||||||||||||||||
| Leases | 237 | (4 | ) | - | 28 | - | - | 261 | |||||||||||||||||||
| Credit cards - commercial | 146 | (50 | ) | - | 39 | - | - | 135 | |||||||||||||||||||
| Total net loan (charge-offs) recoveries | $ | 26,791 | $ | 8,221 | $ | 1,635 | $ | 16,918 | $ | (2,101 | ) | $ | 456 | $ | 51,920 |
Bancorp’s ACL for loans was $74 million as of December 31, 2022 compared to $54 million as of December 31, 2021. The change in the ACL for loans was driven by a number of factors, which resulted in the $20 million, or 36%, increase for the year ended December 31, 2022. Activity associated with the CB acquisition was responsible for a total increase to the ACL for loans of $14 million in 2022, comprised of a $10 million day one adjustment for specific reserves placed on acquired PCD loans (offset to goodwill) and $4.4 million of provision for credit loss expense on loans related to the remaining acquired non-PCD loan portfolio.
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Provision expense for credit losses on loans (excluding acquisition-related activity) of $5.3 million was recorded for the year ended December 31, 2022. Significant organic loan growth, inflation and recession-based fears that drove increases in the projected unemployment rate forecast, along with qualitative factor updates related to the potential impact of rising rates on the C&I portfolio were the main drivers of expense within the CECL model for 2022. Further, net charge off/recovery activity for the year ended December 31, 2022 was minimal.
The table below details net charge-offs to average loans outstanding by category of loan for the years ended December 31, 2022, 2021 and 2020:
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) Year ended December 31, | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average loans | Net (charge offs)/ recoveries to average loans | |||||||||||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | - | $ | 1,342,829 | 0.00 | % | $ | (2,896 | ) | $ | 1,027,405 | -0.28 | % | $ | (131 | ) | $ | 818,132 | -0.02 | % | ||||||||||||||||
| Commercial real estate - owner occupied | 172 | 782,185 | 0.02 | % | (1,326 | ) | 592,577 | -0.22 | % | (1,351 | ) | 493,141 | -0.27 | % | ||||||||||||||||||||||
| Total commercial real estate | 172 | 2,125,014 | 0.01 | % | (4,222 | ) | 1,619,982 | -0.26 | % | (1,482 | ) | 1,311,273 | -0.11 | % | ||||||||||||||||||||||
| Commercial and industrial - term | 559 | 692,214 | 0.08 | % | (1,303 | ) | 550,101 | -0.24 | % | (9 | ) | 441,244 | 0.00 | % | ||||||||||||||||||||||
| Commercial and industrial - term - PPP | - | 52,704 | 0.00 | % | - | 397,282 | 0.00 | % | - | 442,510 | 0.00 | % | ||||||||||||||||||||||||
| Commercial and industrial - lines of credit | (200 | ) | 417,254 | -0.05 | % | - | 290,231 | 0.00 | % | - | 271,428 | 0.00 | % | |||||||||||||||||||||||
| Total commercial and industrial | 359 | 1,162,172 | 0.03 | % | (1,303 | ) | 1,237,614 | -0.11 | % | (9 | ) | 1,155,182 | 0.00 | % | ||||||||||||||||||||||
| Residential real estate - owner occupied | 34 | 513,458 | 0.01 | % | (349 | ) | 334,718 | -0.10 | % | (61 | ) | 224,501 | -0.03 | % | ||||||||||||||||||||||
| Residential real estate - non-owner occupied | (5 | ) | 296,682 | 0.00 | % | 5 | 221,214 | 0.00 | % | - | 140,923 | 0.00 | % | |||||||||||||||||||||||
| Total residential real estate | 29 | 810,140 | 0.00 | % | (344 | ) | 555,932 | -0.06 | % | (61 | ) | 365,424 | -0.02 | % | ||||||||||||||||||||||
| Construction and land development | (72 | ) | 374,415 | -0.02 | % | 3 | 290,705 | 0.00 | % | 56 | 265,796 | 0.02 | % | |||||||||||||||||||||||
| Home equity lines of credit | - | 182,874 | 0.00 | % | 1 | 121,276 | 0.00 | % | - | 103,143 | 0.00 | % | ||||||||||||||||||||||||
| Consumer | (442 | ) | 130,595 | -0.34 | % | (311 | ) | 98,093 | -0.32 | % | (149 | ) | 79,018 | -0.19 | % | |||||||||||||||||||||
| Leases | - | 13,849 | 0.00 | % | - | 13,770 | 0.00 | % | - | 15,271 | 0.00 | % | ||||||||||||||||||||||||
| Credit cards | (45 | ) | 20,065 | -0.22 | % | - | 13,885 | 0.00 | % | - | 9,802 | 0.00 | % | |||||||||||||||||||||||
| Total | $ | 1 | $ | 4,819,124 | 0.00 | % | $ | (6,176 | ) | $ | 3,951,257 | -0.16 | % | $ | (1,645 | ) | $ | 3,304,909 | -0.05 | % |
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The following table sets forth the ACL by category of loan:
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans (1) | Allocated Allowance | % of Total ACL for loans | ACL for loans to Total Loans (1) | ||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 22,641 | 31 | % | 1.62 | % | $ | 15,960 | 30 | % | 1.41 | % | ||||||||||||
| Commercial real estate - owner occupied | 10,827 | 15 | % | 1.30 | % | 9,595 | 18 | % | 1.41 | % | ||||||||||||||
| Total commercial real estate | 33,468 | 46 | % | 1.50 | % | 25,555 | 48 | % | 1.41 | % | ||||||||||||||
| Commercial and industrial - term (1) | 12,991 | 17 | % | 1.70 | % | 8,577 | 16 | % | 1.44 | % | ||||||||||||||
| Commercial and industrial - lines of credit | 6,389 | 9 | % | 1.37 | % | 4,802 | 9 | % | 1.30 | % | ||||||||||||||
| Total commercial and industrial | 19,380 | 26 | % | 1.57 | % | 13,379 | 25 | % | 1.38 | % | ||||||||||||||
| Residential real estate - owner occupied | 6,717 | 9 | % | 1.14 | % | 4,316 | 8 | % | 1.08 | % | ||||||||||||||
| Residential real estate - non-owner occupied | 3,597 | 5 | % | 1.15 | % | 3,677 | 7 | % | 1.31 | % | ||||||||||||||
| Total residential real estate | 10,314 | 14 | % | 1.14 | % | 7,993 | 15 | % | 1.17 | % | ||||||||||||||
| Construction and land development | 7,186 | 10 | % | 1.61 | % | 4,789 | 9 | % | 1.60 | % | ||||||||||||||
| Home equity lines of credit | 1,613 | 2 | % | 0.80 | % | 1,044 | 2 | % | 0.75 | % | ||||||||||||||
| Consumer | 1,158 | 2 | % | 0.83 | % | 772 | 1 | % | 0.74 | % | ||||||||||||||
| Leases | 201 | 0 | % | 1.51 | % | 204 | 0 | % | 1.50 | % | ||||||||||||||
| Credit cards | 211 | 0 | % | 1.03 | % | 162 | 0 | % | 0.95 | % | ||||||||||||||
| Total | $ | 73,531 | 100 | % | 1.42 | % | $ | 53,898 | 100 | % | 1.34 | % |
(1) Excludes the PPP loan portfolio, which was not reserved for based on the underlying 100% SBA guarantee.
The ACL for loans calculation and resulting credit loss expense is significantly impacted by changes in forecasted economic conditions. Should the forecast for economic conditions change, Bancorp could experience further adjustments in its required ACL for loans credit loss expense.
Selected ratios relating to the allowance follow:
| Years Ended December 31, | 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provision for credit losses on loans to average total loans | 0.20 | % | 0.04 | % | 0.51 | % | ||||||
| Net (charge-offs)/recoveries to average total loans | 0.00 | % | -0.16 | % | -0.05 | % | ||||||
| ACL for loans to average loans | 1.53 | % | 1.36 | % | 1.57 | % | ||||||
| ACL for loans to total loans | 1.41 | % | 1.29 | % | 1.47 | % | ||||||
| ACL for loans to total loans (excluding PPP) (1) | 1.42 | % | 1.34 | % | 1.74 | % |
(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced an increase between December 31, 2021 and December 31, 2022. The CB acquisition resulted in a $500,000 increase to the ACL for off balance sheet credit exposures during the first quarter, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense). Provision for credit loss expense of $575,000 was also recorded for the year ended December 31, 2022, driven largely by the addition of new construction loans, partially offset by increased C&I utilization. ACL for off balance sheet credit exposures stood at $4.5 million as of December 31, 2022 compared to $3.5 million as of December 31, 2021.
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Premises and Equipment
Premises and equipment are presented on the consolidated balance sheets net of related depreciation on the respective assets, as well as fair value adjustments associated with purchase accounting. Premises and equipment increased $25 million, or 32%, between December 31, 2021 and December 31, 2022, driven by the CB acquisition. As a result of the acquisition, 15 branches were acquired, four of which were closed shortly acquisition as a result of overlapping with existing locations of the Bank. Bancorp’s branch network currently consists of 73 locations throughout Louisville, central, eastern and northern, Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio markets.
Premises held for sale totaling $3 million was recorded on Bancorp’s consolidated balance sheets as of December 31, 2022, which consists of three vacant parcels of land, one branch acquired from CB and one legacy SYB branch.
BOLI
Bank-owned life insurance assets increased $32 million, or 60%, to $85 million at December 31, 2022, compared to $53 million at December 31, 2021. During the third quarter of 2022, Bancorp purchased an additional $30 million of BOLI assets in an effort to deploy excess liquidity.
Goodwill
At December 31, 2022, Bancorp had $194 million in goodwill recorded on its balance sheet. Goodwill of $67 million was initially recorded in relation to the March 7, 2022 acquisition of CB, $8.5 million of which was subsequently written off as a result of Bancorp selling its partial interest in LFA. Effective December 31, 2022, management finalized the fair values of the acquired assets and assumed liabilities associated with the CB acquisition in advance of the 12 month post-acquisition date, as allowed by GAAP.
Events that may trigger goodwill impairment include deterioration in economic conditions, a decline in market-dependent multiples or metrics (i.e. stock price falling below tangible book value), negative trends in overall financial performance and regulatory action. At September 30, 2022, Bancorp elected to perform a qualitative assessment to determine if it was more-likely-than-not that the fair value of the reporting units exceeded their carrying value, including goodwill. The qualitative assessment indicated that it was not more-likely-than-not that the carrying value of the reporting units exceeded their fair value.
Core Deposit and Customer List Intangibles
CDIs and CLIs arising from business acquisitions are initially measured at fair value and are then amortized on an accelerated method based on their useful lives. As a result of the 2022 CB acquisition, a CDI asset of $13 million was recorded. As a result of the 2021 KB acquisition, a CDI asset of $4 million was recorded. As of December 31, 2022 and December 31, 2021, Bancorp’s CDI assets were $15 million and $6 million, respectively.
CLI assets totaling $14 million were also recorded in association with the CB acquisition. Of this total, $12 million was attributed to CB’s WM&T segment and $2 million attributed to LFA. No similar assets were recorded in relation to the KB acquisition. As of December 31, 2022, Bancorp’s CLI assets totaled $10 million. As previously noted, Bancorp’s interest in LFA was sold effective December 31, 2022. As a result, the CLI associated with LFA noted above was written off and is included in the loss recorded in relation to the sale for the year ended December 31, 2022.
Other Assets and Other Liabilities
Other assets increased $49 million, or 57%, as of December 31, 2022 compared to December 31, 2021, while other liabilities increased $29 million, or 30%, for the same respective periods.
The increase in other assets stems largely from a $30 million increase in DTAs driven by the significant market depreciation experienced within the AFS debt securities portfolio for the year ended December 31, 2022 associated with rising interest rates. The rising interest rate environment also drove an $8 million increase in Bancorp’s interest rate swap assets. Further, $13 million in MSR assets were added during the first quarter in relation to the CB acquisition.
As of December 31, 2022, Bancorp did not incur any impairment with respect to its intangible assets or other long-lived assets.
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The increase for Other liabilities between December 31, 2021 and December 31, 2022 was driven largely by acquisition-related activity resulting in higher accrued employee incentive compensation, employee benefits and various other liabilities. Further, the rising interest rate environment also drove an $8 million increase in Bancorp’s interest rate swap liabilities, corresponding with the increase noted above for Other assets.
Market value changes on interest rate swap transactions maintained for certain loan customers played a role in the fluctuations of both Other Asset and Other Liabilities, as noted above. Bancorp enters into these interest rate swap transactions with borrowers who desire to hedge exposure to rising interest rates, while at the same time entering into an offsetting interest rate swap, with substantially matching terms, with another approved independent counterparty. These are undesignated derivative instruments and are recognized on the balance sheet at fair value via both an asset and a related liability as Bancorp has an agreement with the borrower (the asset) and the counterparty (the liability). Because of matching terms of offsetting contracts and collateral provisions mitigating any non-performance risk, changes in fair value have an offsetting effect on the related asset and liability. For this reason, the market value changes over the past 12 months stemming from the rising interest rate environment have resulted in increases to both the asset and liability associated with these transactions. For additional information, see the footnote titled “Interest Rate Swaps.”
Deposits
Total deposits increased $604 million, or 10%, from December 31, 2021 to December 31, 2022. Deposits totaling $1.12 billion were assumed as a result of the CB acquisition on March 7, 2022. Excluding the deposits added through the CB acquisition, deposits declined $517 million, or 9%, as the elevated deposit levels that had generally been maintained by the customer base for several quarters following the PPP moderated during 2022. While Bancorp has not experienced fallout within the customer base, we anticipate deposit pricing will be a challenge to future NIM expansion.
| (dollars in thousands) | Variance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | 2022 | 2021 | $ Change | % Change | ||||||||||||
| Non-interest bearing demand deposits | $ | 1,950,198 | $ | 1,755,754 | $ | 194,444 | 11 | % | ||||||||
| Interest bearing deposits: | ||||||||||||||||
| Interest bearing demand | 2,308,960 | 2,131,928 | 177,032 | 8 | % | |||||||||||
| Savings | 535,903 | 415,258 | 120,645 | 29 | % | |||||||||||
| Money market | 1,124,100 | 1,050,352 | 73,748 | 7 | % | |||||||||||
| Time deposit accounts of $250,000 or more | 97,638 | 89,745 | 7,893 | 9 | % | |||||||||||
| Other time deposits | 374,453 | 344,477 | 29,976 | 9 | % | |||||||||||
| Total time deposits (1) | 472,091 | 434,222 | 37,869 | 9 | % | |||||||||||
| Total interest bearing deposits | 4,441,054 | 4,031,760 | 409,294 | 10 | % | |||||||||||
| Total deposits | $ | 6,391,252 | $ | 5,787,514 | $ | 603,738 | 10 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes $599,000 and $5 million in brokered deposits as of December 31, 2022 and December 31, 2021, respectively. |
Bancorp experienced both significant average deposit growth and sharp increases in the rates paid on deposits for the year ended December 31, 2022 as compared to 2021. While average deposit growth was attributed entirely to the CB acquisition, the FRB’s aggressive interest rate moves drove up deposit rates. Bancorp increased rates on transaction and time deposit accounts alike during 2022, due to both proactive strategic measures and competitive pricing pressure. The average cost of interest bearing deposits increased 20 bps to 0.37% between December 31, 2021 and December 31, 2022, while the overall cost of deposits (including non-interest bearing deposits) increased 10 bps to 0.25% over the same period. Bancorp anticipates increasing deposit costs could continue to place pressure on NIM in 2023.
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Average deposit balances and average rates paid on such deposits for the years indicated are summarized as follows:
| 2022 | 2021 | 2020 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, (dollars in thousands) | Average balance | Average rate | Average balance | Average rate | Average balance | Average rate | ||||||||||||||||||
| Non-interest bearing demand deposits | $ | 2,053,213 | — | % | $ | 1,578,795 | — | % | $ | 1,100,942 | — | % | ||||||||||||
| Interest bearing demand deposits | 2,218,416 | 0.41 | 1,633,606 | 0.11 | 1,133,308 | 0.16 | ||||||||||||||||||
| Savings deposits | 538,971 | 0.12 | 328,570 | 0.03 | 190,368 | 0.02 | ||||||||||||||||||
| Money market deposits | 1,140,025 | 0.46 | 919,778 | 0.06 | 771,363 | 0.19 | ||||||||||||||||||
| Time deposits | 487,981 | 0.27 | 420,308 | 0.76 | 412,506 | 1.74 | ||||||||||||||||||
| Total average deposits | $ | 6,438,606 | $ | 4,881,057 | $ | 3,608,487 |
Maturities of time deposits of $250,000 or more at December 31, 2022 are as follows:
| (in thousands) | |||
|---|---|---|---|
| Three months or less | $ | 16,876 | |
| Over three through six months | 10,024 | ||
| Over six through 12 months | 36,180 | ||
| Over 12 months | 34,558 | ||
| Total | $ | 97,638 |
Securities Sold Under Agreement to Repurchase
SSUAR represent a funding source of Bancorp and are primarily used by commercial customers in conjunction with collateralized corporate cash management accounts. Such repurchase agreements are considered financing agreements and mature within one business day from the transaction date. At December 31, 2022, 2021 and 2020, all of these financing arrangements had overnight maturities and were secured by government sponsored enterprise obligations and government agency mortgage-backed securities that were owned and controlled by Bancorp.
Information concerning SSUAR follows:
| December 31, (dollars in thousands) | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding balance at end of period | $ | 133,342 | $ | 75,466 | ||||
| Weighted average interest rate at end of period | 1.64 | % | 0.04 | % |
| Years Ended December 31, (dollars in thousands) | 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average outstanding balance during the period | $ | 122,154 | $ | 62,534 | $ | 40,363 | ||||||
| Average interest rate during the period | 0.46 | % | 0.04 | % | 0.09 | % | ||||||
| Maximum outstanding at any month end during the period | $ | 161,512 | $ | 81,964 | $ | 47,979 |
SSUARs totaled $133 million and $75 million at December 31, 2022 and December 31, 2021, respectively, as SSUARs totaling $66 million were assumed as part of the CB acquisition. The remaining fluctuation in SSUAR is consistent with the decrease in deposit balances previously noted (excluding acquisition-related activity).
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Federal Funds Purchased and Other Short-Term Borrowing
FFP and other short-term borrowing balances decreased $2 million, or 15%, between December 31, 2022 and December 31, 2022. At December 31, 2022, FFP related entirely to excess liquidity held by downstream correspondent bank customers of Bancorp.
Subordinated debentures
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2022, subordinated notes added through the CB acquisition totaled $26 million.
FHLB advances
FHLB advances outstanding at December 31, 2022 totaled $50 million, consisting entirely of a one-week cash management advance utilized at year-end for short-term liquidity purposes. This advance represents the only FHLB advance utilized by Bancorp in 2022 and matures in early January 2023. There were no FHLB advances outstanding at December 31, 2021, as all outstanding FHLB advances either matured or were paid off by the end of the 2021.
Liquidity
The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in supply of those funds. Liquidity is provided by short-term assets that can be converted to cash, AFS debt securities, various lines of credit available to Bancorp, and the ability to attract funds from external sources, principally deposits. Management believes it has the ability to increase deposits at any time by offering rates slightly higher than market rate.
Bancorp’s Asset/Liability Committee is comprised of senior management and has direct oversight responsibility for Bancorp’s liquidity position and profile. A combination of reports provided to management details internal liquidity metrics, composition and level of the liquid asset portfolio, timing differences in short-term cash flow obligations, and exposure to contingent draws on Bancorp’s liquidity.
Bancorp’s most liquid assets are comprised of cash and due from banks, FFS and AFS debt securities. FFS and interest bearing deposits totaled $85 million and $899 million at December 31, 2022 and December 31, 2021, respectively. The decrease experienced for the year ended December 31, 2022 is attributed to significant investment in the securities portfolio, strong organic loan growth and a general decline in deposits. FFS normally have overnight maturities while interest-bearing deposits in banks are accessible on demand. These investments are used for general daily liquidity purposes.
The fair value of the AFS debt security portfolio was $1.14 billion and $1.18 billion at December 31, 2022 and December 31, 2021 respectively. The lack of growth in AFS debt security portfolio for the year ended December 31, 2022 is attributed to both classifying securities purchased and acquired during the first quarter as HTM for general capital purposes, as well as significant market depreciation experienced on the AFS portfolio since December 31, 2021 due to rising rates. The investment portfolio (HTM and AFS) includes scheduled maturities of $54 million and cash flows on amortizing debt securities of approximately $238 million (based on assumed prepayment speeds as of December 31, 2022) expected over the next 12 months. Combined with FFS and interest bearing deposits from banks, AFS debt securities offer substantial resources to meet either loan growth or reductions in Bancorp’s deposit funding base. Bancorp pledges portions of its investment securities portfolio to secure public funds, cash balances of certain WM&T accounts and SSUAR. At December 31, 2022, total investment securities pledged for these purposes comprised 68% of the debt securities portfolio, leaving approximately $525 million of unpledged debt securities.
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Bancorp’s deposit base consists mainly of core deposits, defined as time deposits less than or equal to $250,000, demand, savings, and money market deposit accounts, and excludes public funds and brokered deposits. At December 31, 2022, such deposits totaled $5.60 billion and represented 88% of Bancorp’s total deposits, as compared with $5.05 billion, or 87% of total deposits at December 31, 2021. Because these core deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships, they do not place undue pressure on liquidity. Non-core deposit balances may be more sensitive to market rates, with potential decreases possibly straining Bancorp’s liquidity position.
As of December 31, 2022 and December 31, 2021, Bancorp held brokered deposits totaling $599,000 and $5 million, respectively, all of which is attributed to deposits added through acquisition-related activity over the past 12 months.
Included in total deposit balances at December 31, 2022 are $692 million in public funds generally comprised of accounts with local government agencies and public school districts in the markets in which Bancorp operates. At December 31, 2021, public funds deposits totaled $645 million, the increase over prior year being attributed to relationships added through the CB acquisition.
Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp has access to credit products of the FHLB. Bancorp views these borrowings as a potential low cost alternative to brokered deposits. At December 31, 2022 and December 31, 2021, available credit from the FHLB totaled $1.36 billion and $1.00 billion, respectively. Bancorp also had unsecured FFP lines with correspondent banks totaling $80 million at both December 31, 2022 and December 31, 2021, respectively. In addition, Bancorp had borrowing capacity of $20 million available through an unsecured borrowing line at the holding company as of December 31, 2022.
During the normal course of business, Bancorp enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through Bancorp’s various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of Bancorp’s liquidity.
Bancorp’s principal source of cash is dividends paid to it as the sole shareholder of the Bank. As discussed in the Footnote titled “Commitments and Contingent Liabilities,” as of January 1st of any year, the Bank may pay dividends in an amount equal to the Bank’s net income of the prior two years less any dividends paid for the same two years. At December 31, 2022, the Bank could pay an amount equal to $86 million in dividends to Bancorp without regulatory approval subject to ongoing capital requirements of the Bank.
Sources and Uses of Cash
Cash flow is provided primarily through financing activities of Bancorp, which include raising deposits and borrowing funds from institutional sources such as advances from the FHLB and FFP, as well as scheduled loan repayments and cash flows from AFS debt securities. These funds are primarily used to facilitate investment activities of Bancorp, which include making loans and purchasing securities for the investment portfolio. Another important source of cash is net income of the Bank from operating activities. For further detail regarding the sources and uses of cash, see the “Consolidated Statements of Cash Flows” in Bancorp’s consolidated financial statements.
Commitments
In the normal course of business, Bancorp is party to activities that contain credit, market and operational risk that are not reflected in whole or in part in Bancorp’s consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt.
Bancorp provides customers with off-balance sheet credit support through loan commitments and standby letters of credit. Unused loan commitments increased $372 million as of December 31, 2022 compared to December 31, 2021 consistent with the CB acquisition and strong organic growth.
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Commitments to extend credit are an agreement to lend to a customer as long as collateral is available as agreed upon and there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp uses the same credit and collateral policies in making commitments and conditional guarantees as for on-balance sheet instruments. Bancorp evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, securities, equipment and real estate. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.
Additional detail regarding credit-related financial instruments, including both commitments to extend credit and letters of credit at December 31, 2022 are as follows:
| Amount of commitment expiration per period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Unused loan commitments | $ | 980,962 | $ | 450,319 | $ | 427,265 | $ | 170,337 | $ | 2,028,883 | |||||||||
| Standby letters of credit | 30,389 | 4,255 | 60 | — | 34,704 |
While separate from the ACL for loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced an increase between December 31, 2021 and December 31, 2022. The CB acquisition resulted in a $500,000 increase to the ACL for off balance sheet credit exposures during the first quarter, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense). Provision for credit loss expense for off balance sheet exposures of $575,000 was also recorded for the year ended December 31, 2022, driven largely by the addition of new construction loans. ACL for off balance sheet credit exposures stood at $4.5 million as of December 31, 2022 compared to $3.5 million as of December 31, 2021.
Standby letters of credit are conditional commitments issued by Bancorp to guarantee the performance of a customer to a third party beneficiary. Those guarantees are primarily issued to support commercial transactions. Standby letters of credit generally have maturities of one to two years.
In addition to owned banking facilities, Bancorp has entered into long-term leasing arrangements for certain branch facilities. Bancorp also has required future payments for a non-qualified defined benefit retirement plan, time deposit maturities and other obligations.
Required payments under such commitments at December 31, 2022 are as follows:
| Payments due by period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | One-three | Three-five | Over five | ||||||||||||||||
| (in thousands) | one year | years | years | years | Total | ||||||||||||||
| Time deposit maturities | $ | 335,095 | $ | 117,759 | $ | 19,045 | $ | 192 | $ | 472,091 | |||||||||
| FHLB advances | 50,000 | — | — | — | 50,000 | ||||||||||||||
| Subordinated debentures | — | — | — | 26,000 | 26,000 | ||||||||||||||
| Operating leases (1) | 2,963 | 5,259 | 4,031 | 8,755 | 21,008 | ||||||||||||||
| Defined benefit retirement plan | — | 274 | 438 | 2,566 | 3,278 | ||||||||||||||
| Other (2) | 4,500 | 3,306 | 1,500 | 2,472 | 11,778 |
| (1) Includes assumed renewals. |
|---|
| (2) Consists primarily of contractual requirements relating to tax credit investments and community sponsorships. |
See the footnote titled “Commitments and Contingent Liabilities” for additional detail.
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Capital
Information pertaining to Bancorp’s capital balances and ratios follows:
| Years ended December 31, (dollars in thousands, except per share data) | 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stockholders’ equity | $ | 760,432 | $ | 675,869 | $ | 440,701 | ||||||
| Dividends per share | $ | 1.14 | $ | 1.10 | $ | 1.08 | ||||||
| Dividend payout ratio, based on basic EPS | 35.19 | % | 36.67 | % | 41.38 | % |
At December 31, 2022, stockholders’ equity totaled $760 million, representing an increase of $85 million, or 13%, compared to December 31, 2021. The increase for the year ended December 31, 2022 was attributed mainly to stock issued in relation to the CB acquisition, which totaled $134 million. Further, net income of $93.0 million was offset by a $108 million negative change in AOCI and $33 million in dividends declared during the year. AOCI consists of net unrealized gains or losses on AFS debt securities and a minimum pension liability, each net of income taxes. The large decline in AOCI from December 31, 2021 to December 31, 2022 was the result of the rising interest rate environment and its corresponding impact on the valuation of the AFS debt securities portfolio. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. See the “Consolidated Statement of Changes in Stockholders’ Equity” for further detail of changes in equity.
As a result of the large interest-rate driven changes in AOCI noted above, as well as acquisition-related growth, Bancorp’s TCE ratio and tangible book value per share, both non-GAAP disclosures, experienced declines between December 31, 2021 and December 31, 2022. TCE was 7.44% at December 31, 2022 compared to 8.22% at December 31, 2021, while tangible book value per share was $18.50 at December 31, 2022 compared to $20.09 at December 31, 2021. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Bancorp increased its cash dividends declared to stockholders during 2022 to an annual dividend of $1.14, from $1.10 per share in 2021 and $1.08 in 2020. This represents a payout ratio of 35.19% based on basic EPS and an annual dividend yield of 1.75% based upon the year-end closing stock price.
In May 2021, Bancorp’s Board of Directors extended its share repurchase program authorizing the repurchase of up to 1 million shares, or approximately 4% of Bancorp’s total common shares outstanding at inception. The plan, which will expire in May 2023 unless otherwise extended or completed at an earlier date, does not obligate Bancorp to repurchase any specific dollar amount or number of shares prior to the plan’s expiration. Based on economic developments over the past year, the increased importance of capital preservation and the announcement of two acquisitions, no shares were repurchased in 2022 nor 2021. Approximately 741,000 shares remain eligible for repurchase under the current repurchase plan.
Bank holding companies and their subsidiary banks are required by regulators to meet risk-based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The value of both balance sheet and off-balance sheet items are adjusted to reflect credit risks. See the footnote titled “Regulatory Matters” for additional detail regarding regulatory capital requirements, as well as capital ratios of Bancorp and the Bank. The Bank exceeds regulatory capital ratios required to be well-capitalized. Regulatory framework does not define well capitalized for holding companies. Management considers the effects of growth on capital ratios as it contemplates plans for expansion.
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The following table sets forth consolidated Bancorp’s and the Bank’s risk based capital ratios:
| December 31, | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total risk-based capital (1) | ||||||||
| Consolidated | 12.54 | % | 12.79 | % | ||||
| Bank | 12.08 | 12.42 | ||||||
| Common equity tier 1 risk-based capital (1) | ||||||||
| Consolidated | 11.47 | 11.94 | ||||||
| Bank | 11.01 | 11.56 | ||||||
| Tier 1 risk-based capital (1) | ||||||||
| Consolidated | 11.04 | 11.94 | ||||||
| Bank | 11.01 | 11.56 | ||||||
| Leverage | ||||||||
| Consolidated | 9.33 | 8.86 | ||||||
| Bank | 8.95 | 8.57 |
(1) Under banking agencies’ risk-based capital guidelines, assets and credit-equivalent amounts of derivatives and off-balance sheet credit exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. Weighted values are added together, resulting in Bancorp's total risk-weighted assets. These ratios are computed in relation to average assets.
Capital ratios as of December 31, 2022 decreased compared December 31, 2021 as a result of substantial average asset and risk-weighted asset growth, driven mainly by acquisition-related activity. While pressure was placed on risk-based capital and leverage ratios due to this growth, Bancorp continues to exceed the regulatory requirements for all calculations. Bancorp and the Bank intend to maintain a capital position that meets or exceeds the “well-capitalized” requirements as defined by the FRB and the FDIC, in addition to the capital conservation buffer.
Banking regulators have categorized the Bank as well-capitalized. To meet the definition of well-capitalized for prompt corrective action requirements, a bank must have a minimum 6.5% Common Equity Tier 1 Risk-Based Capital ratio, 8.0% Tier 1 Risk-Based Capital ratio, 10.0% Total Risk-Based Capital ratio and 5.0% Tier 1 Leverage ratio.
Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, Bancorp and the Bank must hold a 2.5% capital conservation buffer composed of Common Equity Tier 1 Risk-Based Capital above the minimum risk-based capital requirements for the Common Equity Tier 1 Risk-Based Capital ratio, Tier 1 Risk-Based Capital ratio and Total Risk-Based Capital ratio necessary to be considered adequately-capitalized. At December 31, 2022, the adequately-capitalized minimums, including the capital conservation buffer, were a 7.0% Common Equity Tier 1 Risk-Based Capital ratio, 8.5% Tier 1 Risk-Based Capital ratio and 10.5% Total Risk-Based Capital ratio. Bancorp met these levels as of December 31, 2022 and 2021.
As a result of the CB acquisition, Bancorp became the 100% successor owner of the following unconsolidated trust subsidiaries: Commonwealth Statutory Trust III, Commonwealth Statutory Trust IV and Commonwealth Statutory Trust V. The sole assets of the trust subsidiaries represent the proceeds of offerings loaned in exchange for subordinated debentures with similar terms to the TPS. The TPS are treated as part of Tier 1 Capital. The subordinated note and related interest expense are included in Bancorp’s consolidated financial statements. The subordinated notes are currently redeemable at Bancorp’s option on a quarterly basis. As of December 31, 2022, subordinated notes added through the CB acquisition totaled $26 million. Further, Bancorp had borrowing capacity of $20 million available through an unsecured borrowing line of the holding company as of December 31, 2022, which was added during the first quarter to allow capital flexibility at the Bank level.
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As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, Bancorp elected the option to delay the estimated impact on regulatory capital related to the adoption of ASC 326 “Financial Instruments – Credit Losses,” or CECL, which was effective January 1, 2020. The initial impact of adoption of ASC 326, as well as 25% of the quarterly increases in the ACL subsequent to adoption of ASC 326 (collectively the “transition adjustments”) were declared to be delayed for two years. After two years, the cumulative amount of the transition adjustments will become fixed and will be phased out of the regulatory capital calculations evenly over a three-year period, with 75% recognized in year three, 50% recognized in year four and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed. Had Bancorp not elected to defer the regulatory capital impact of CECL, the post ASC 326 adoption capital ratios of Bancorp and the Bank would have exceeded the well-capitalized level.
Fair Value Measurements
Bancorp follows the provisions of authoritative guidance for fair value measurements. This guidance is definitional and disclosure oriented and addresses how companies should approach measuring fair value when required by GAAP. It prescribes various disclosures about financial statement categories and amounts which are measured at fair value, if such disclosures are not already specified elsewhere in GAAP.
Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. The guidance requires fair value measurements to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on significant unobservable, internally-derived inputs).
Bancorp’s AFS debt securities and interest rate swaps are recorded at fair value on a recurring basis. Other accounts including mortgage loans held for sale, MSRs, impaired loans and OREO may be recorded at fair value on a non-recurring basis, generally in the application of lower of cost or market adjustments or write-downs of specific assets.
The AFS debt securities portfolio is comprised of U.S. Treasury and other U.S. government obligations, debt securities of U.S. government-sponsored corporations (including mortgage-backed securities), and obligations of state and political subdivisions. U.S. Treasury securities are priced using quoted prices of identical securities in an active market. These measurements are classified as Level 1 in the hierarchy above. All other securities are priced using standard industry models or matrices with various assumptions such as yield curves, volatility, prepayment speeds, default rates, time value, credit rating and market prices for similar instruments. These assumptions are generally observable in the market place and can be derived from or supported by observable data. These measurements are classified as Level 2 in the hierarchy above.
Interest rate swaps are valued using primarily Level 2 inputs. Fair value measurements generally based on benchmark forward yield curves and other relevant observable market data. For purposes of potential valuation adjustments to derivative positions, Bancorp evaluates the credit risk of its counterparties as well as its own credit risk. To date, Bancorp has not realized any losses due to a counterparty’s inability to perform and the change in value of derivative assets and liabilities attributable to credit risk was not significant during 2022, 2021 and 2020.
MSRs, carried in other assets and recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At December 31, 2022 and 2021, there was no valuation allowance for MSRs, as fair value exceeded carrying value.
Loans considered to be collateral dependent are measured for impairment and, if indicated, a specific allocation is established based on the value of underlying collateral. Collateral dependent loans include non-accrual loans, individually analyzed PCD loans and loans accounted for as TDRs. For collateral dependent loans, fair value amounts represent only those loans with specific valuation allowances and loans charged down to their carrying value. At December 31, 2022 and December 31, 2021, the carrying value of collateral dependent loans measured at fair value on a non-recurring basis was $21 million and $5 million, respectively. The increase over the prior year stemmed from a large CRE relationship that was placed on non-accrual status during the year in addition to relationships added through the CB acquisition. These measurements are classified as Level 3.
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OREO, which is carried in other assets at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is commonly based on recent real estate appraisals or valuations performed by internal or external parties which use judgments and assumptions that are property-specific and sensitive to changes in the overall economic environment. Appraisals may be further discounted based on management’s historical knowledge and/or changes in market conditions from the date of the most recent appraisal. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3. OREO is equal to the carrying value of only parcels of OREO for which carrying value equals appraised value. If a parcel of OREO has a carrying value below its appraised value, it is not considered to be carried at fair value. The losses represent write-downs which occurred during the period indicated. At December 31, 2022 and 2021, the carrying value of OREO was $677,000 and $7 million, respectively, the decline being attributed to a large CRE OREO property being sold during the third quarter of 2022.
See the Footnote titled “Assets and Liabilities Measured and Reported at Fair Value,” for additional detail regarding fair value measurements.
Non-GAAP Financial Measures
The following table provides a reconciliation of total stockholders’ equity in accordance with GAAP to tangible stockholders’ equity (TCE), a non-GAAP disclosure. Bancorp provides the TCE per share, a non-GAAP measure, in addition to those defined by banking regulators, based on its widespread use by investors as a means to evaluate capital adequacy:
| December 31, (dollars and shares in thousands, except per share data) | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total stockholders' equity - GAAP (a) | $ | 760,432 | $ | 675,869 | ||||
| Less: Goodwill | (194,074 | ) | (135,830 | ) | ||||
| Less: Core deposit and other intangibles | (24,990 | ) | (5,596 | ) | ||||
| Tangible common equity - Non-GAAP (c) | $ | 541,368 | $ | 534,443 | ||||
| Total assets - GAAP (b) | $ | 7,496,261 | $ | 6,646,025 | ||||
| Less: Goodwill | (194,074 | ) | (135,830 | ) | ||||
| Less: Core deposit and other intangibles | (24,990 | ) | (5,596 | ) | ||||
| Tangible assets - Non-GAAP (d) | $ | 7,277,197 | $ | 6,504,599 | ||||
| Total stockholders' equity to total assets - GAAP (a/b) | 10.14 | % | 10.17 | % | ||||
| Tangible common equity to tangible assets - Non-GAAP (c/d) | 7.44 | % | 8.22 | % | ||||
| Total shares outstanding (e) | 29,259 | 26,596 | ||||||
| Book value per share - GAAP (a/e) | $ | 25.99 | $ | 25.41 | ||||
| Tangible common equity per share - Non-GAAP (c/e) | 18.50 | 20.09 |
The general decline between December 31, 2021 and December 31, 2022 for the ratios displayed in the table above is attributed mainly to unrealized losses within the AFS debt securities portfolio stemming from the significant increase in interest rates for the year ended December 31, 2022, which drove a $108 million decline in AOCI and as a result, a decline in stockholders equity. Further, acquisition-related growth served to increase goodwill and total assets, which also contributed to lower ratios.
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ACL on loans to total non-PPP loans represents the ACL on loans, divided by total loans less PPP loans. Non-performing loans to total non-PPP loans represents non-performing loans, divided by total loans less PPP loans. Delinquent loans to total non-PPP loans represents delinquent loans (consisting of all loans 30 days or more past due), divided by total loans less PPP loans. Bancorp believes these non-GAAP disclosures are important because they provide comparable ratios after eliminating PPP loans, which are fully guaranteed by the SBA and have not been allocated for within the ACL and are not at risk of non-performance.
| December 31, (dollars in thousands) | 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total loans - GAAP (a) | $ | 5,205,918 | $ | 4,169,303 | ||||
| Less: PPP loans | (18,593 | ) | (140,734 | ) | ||||
| Total non-PPP loans - Non-GAAP (b) | $ | 5,187,325 | $ | 4,028,569 | ||||
| ACL for loans (c) | $ | 73,531 | $ | 53,898 | ||||
| Non-performing loans (d) | 15,134 | 7,408 | ||||||
| Delinquent loans (e) | 16,863 | 11,036 | ||||||
| ACL for loans to total loans - GAAP (c/a) | 1.41 | % | 1.29 | % | ||||
| ACL for loans to total loans - Non-GAAP (c/b) | 1.42 | % | 1.34 | % | ||||
| Non-performing loans to total loans - GAAP (d/a) | 0.29 | % | 0.18 | % | ||||
| Non-performing loans to total loans - Non-GAAP (d/b) | 0.29 | % | 0.18 | % | ||||
| Delinquent loans to total loans - GAAP (e/a) | 0.32 | % | 0.26 | % | ||||
| Delinquent loans to total loans - Non-GAAP (e/b) | 0.33 | % | 0.27 | % |
The efficiency ratio, a non-GAAP measure, equals total non-interest expenses divided by the sum of net interest income FTE and non-interest income. In addition to the efficiency ratio presented, Bancorp considers an adjusted efficiency ratio. Bancorp believes it is important because it provides a comparable ratio after eliminating net gains (losses) on sales and calls of investment securities, as well as net gains (losses) on sales of acquired premises and equipment and disposition of any acquired assets, if applicable, and the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships and non-recurring merger expenses.
| Years ended December 31, (dollars in thousands) | 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total non-interest expenses (a) | $ | 191,791 | $ | 142,280 | $ | 101,659 | ||||||
| Less: Merger expenses | (19,500 | ) | (19,025 | ) | — | |||||||
| Less: Loss on disposition of LFA | (870 | ) | — | — | ||||||||
| Less: Amortization of investments in tax credit partnerships | (353 | ) | (367 | ) | (3,096 | ) | ||||||
| Total non-interest expenses - Non-GAAP (c) | $ | 171,068 | $ | 122,888 | $ | 98,563 | ||||||
| Total net interest income, FTE | $ | 234,267 | $ | 171,508 | $ | 136,133 | ||||||
| Total non-interest income | 89,149 | 65,850 | 51,899 | |||||||||
| Total revenue - Non-GAAP (b) | 323,416 | 237,358 | 188,032 | |||||||||
| Less: (Gain)/loss on sale of premises and equipment | (4,369 | ) | — | — | ||||||||
| Less: (Gain)/loss on sale of securities | — | — | — | |||||||||
| Total adjusted revenue - Non-GAAP (d) | $ | 319,047 | $ | 237,358 | $ | 188,032 | ||||||
| Efficiency ratio - Non-GAAP (a/b) | 59.30 | % | 59.94 | % | 54.06 | % | ||||||
| Adjusted efficiency ratio - Non-GAAP (c/d) | 53.62 | % | 51.77 | % | 52.42 | % |
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FY 2021 10-K MD&A
SEC filing source: 0001437749-22-004415.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ’
The consolidated financial statements include the accounts of Stock Yards Bancorp, Inc. and its wholly owned subsidiaries, SYB and the Captive, collectively referred to as “Bancorp” or the “Company.” All significant inter-company transactions and accounts have been eliminated in consolidation.
Bancorp is a FHC headquartered in Louisville, Kentucky. Established in 1904, SYB is a state-chartered non-member financial institution that provides services in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio metropolitan markets through 63 full-service banking center locations. The Captive is a Nevada-based, wholly-owned insurance subsidiary of the Company, which was retained in conjunction with the KB acquisition and provides insurance coverage not currently provided by Bancorp’s commercial policies to Bancorp and SYB, as well as a group of third-party insurance captives.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying Footnotes presented in Part II Item 8 “Financial Statements and Supplementary Data.”
Cautionary Statement Regarding Forward-Looking Statements
This document contains statements relating to future results of Bancorp that are considered “forward-looking” as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are principally, but not exclusively, contained in Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part I Item 1A “Risk Factors.”
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the statement. These statements are often, but not always, made through the use of words or phrases such as “aim,” “anticipate,” “believe,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “likely,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “would,” or other similar expressions. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Forward-looking statements detail management’s expectations regarding the future and are based on information known to management only as of the date the statements are made and management undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date forward-looking statements are made, except as required by applicable law.
There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impact of the COVID-19 pandemic on Bancorp’s business, including the impact of the actions taken by governmental authorities to try and contain the pandemic or address the impact of the pandemic on the U.S. economy (including, without limitation, various relief efforts), and the resulting effect of all such items on our operations, liquidity and capital position, and on the financial condition of Bancorp’s borrowers and other customers; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in, or forecasts of, future political and economic conditions, inflation and efforts to control it; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | accuracy of assumptions and estimates used in establishing the ACL on loans, ACL for off-balance sheet credit exposures and other estimates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | impairment of investment securities, goodwill, MSRs, other intangible assets or DTAs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively navigate an economic slowdown or other economic or market disruptions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in laws and regulations or the interpretation thereof; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in fiscal, monetary, and/or regulatory policies; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in tax polices including but not limited to changes in federal and state statutory rates; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | behavior of securities and capital markets, including changes in interest rates, market volatility and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively manage capital and liquidity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | long-term and short-term interest rate fluctuations, as well as the shape of the U.S. Treasury yield curve; |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the magnitude and frequency of changes to the FFTR implemented by the Federal Open Market Committee of the FRB; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competitive product and pricing pressures; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | projections of revenue, expenses, capital expenditures, losses, EPS, dividends, capital structure, etc.; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | descriptions of plans or objectives for future operations, products, or services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | integration of acquired financial institutions, businesses or future acquisitions; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in the credit quality of Bancorp’s customers and counterparties, deteriorating asset quality and charge-off levels; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in technology instituted by Bancorp, its counterparties or competitors; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes to or the effectiveness of Bancorp’s overall internal control environment; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | adequacy of Bancorp’s risk management framework, disclosure controls and procedures and internal control over financial reporting; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in applicable accounting standards, including the introduction of new accounting standards; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in investor sentiment or behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | changes in consumer/business spending or savings behavior; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to appropriately address social, environmental and sustainability concerns that may arise from business activities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics or outbreaks of hostilities, and Bancorp’s ability to deal effectively with disruptions caused by the foregoing; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to maintain the security of its financial, accounting, technology, data processing and other operational systems and facilities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to withstand disruptions that may be caused by any failure of its operational systems or those of third parties; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | ability to effectively defend itself against cyberattacks or other attempts by unauthorized parties to access information of Bancorp, its vendors or its customers or to disrupt systems; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | other risks and uncertainties reported from time-to-time in Bancorp’s filings with the SEC, including Part I Item 1A “Risk Factors.”. |
Bancorp executed a definitive Agreement and Plan of Merger (“agreement”), dated as of August 3, 2021, to acquire Commonwealth Bancshares, Inc. and its subsidiary Commonwealth Bank & Trust Company (collectively referred to as “Commonwealth”). This document contains statements regarding the proposed acquisition transaction that are not statements of historical fact and are considered forward-looking statements within the criteria described above. These statements are likewise subject to various risks and uncertainties that may cause actual results and outcomes of the proposed transaction to differ, possibly materially, from the anticipated results or outcomes expressed or implied in these forward-looking statements. In addition to factors disclosed in reports filed by Bancorp with the SEC, risks and uncertainties for Bancorp, Commonwealth and the combined company include, but are not limited to: the possibility that some or all of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Commonwealth’s operations with those of Bancorp will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the failure to satisfy the conditions to completion of the merger; the failure of the proposed transaction to close for any other reason, including, without limitation, the occurrence of any event, change or other circumstance that could give rise to the right of either party or both parties to the definitive agreement to terminate the agreement; diversion of management's attention from ongoing business operations and opportunities due to the merger; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on Bancorp’s, Commonwealth’s or the combined company’s respective customer and employee relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by Bancorp’s issuance of additional shares of common stock in connection with the merger; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and the business, results of operations and financial condition of Bancorp, Commonwealth and the combined company; and general competitive, economic, political and market conditions and fluctuations.
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Pending Acquisition of Commonwealth Bancshares, Inc. and its Subsidiary Commonwealth Bank & Trust Company
Effective August 3, 2021, Bancorp executed a definitive agreement, pursuant to which Bancorp will acquire all of the outstanding common stock of privately-owned Commonwealth Bancshares, Inc., which operates 15 retail branches, including nine in Jefferson County, four in Shelby county and two in Northern Kentucky.
Under the terms of the Agreement, the Company will acquire all outstanding common stock in a combined stock and cash transaction, resulting in total consideration to Commonwealth’s shareholders of approximately $171 million based on estimates as of February 17, 2022. Bancorp will fund the cash payment portion of the acquisition through existing resources on-hand.
Bancorp has received all required regulatory approvals to complete the acquisition and the acquisition is expected to close on or around March 7, 2022, subject to satisfaction or waiver of remaining closing conditions. As of December 31, 2021, Commonwealth reported approximately $1.31 billion in assets, $680 million in loans, $1.16 billion in deposits and $88 million in tangible common equity. Commonwealth also maintains a Wealth Management and Trust Department with total assets under management of $2.73 billion at December 31, 2021. The combined franchise will have 78 branches at acquisition date and anticipates serving customers through a branch network of 73 locations, as Bancorp has notified regulators of its intent to close five locations as part of the merger. The combined franchise will have total assets of approximately $8.0 billion, $4.85 billion in gross loans, $6.95 billion in deposits and $7.53 billion in trust assets under management.
Completed Acquisition of Kentucky Bancshares, Inc.
On May 31, 2021, Bancorp completed its acquisition of Kentucky Bancshares, Inc. and its wholly owned subsidiary, Kentucky Bank, collectively defined as “KB,” a commercial bank and trust company operating 19 branches throughout central and eastern Kentucky with $1.27 billion in assets, $755 million in loans (including PPP), $396 million in AFS debt securities and $1.04 billion in deposits at the time of acquisition. Kentucky Bancshares, Inc. was also the holding company for an insurance captive, which Bancorp acquired and retained. Bancorp acquired all outstanding common stock of Kentucky Bancshares, Inc. in a combined stock and cash transaction that resulted in total consideration paid to Kentucky Bancshares, Inc. shareholders of $233 million.
Bancorp recorded goodwill of $123 million and incurred pre-tax merger related expenses totaling $18.1 million for the year ended December 31, 2021 as a result of the KB acquisition.
The acquisition of KB had a significant impact on the ACL and credit loss provisioning for the year ended December 31, 2021. In total, acquisition-related activity served to increase the ACL by $14.2 million for the year ended December 31, 2021. This increase consisted of $6.8 million attributed to the acquired PCD loan portfolio, with the corresponding offset recorded to goodwill (as opposed to provision for credit loss expense), and $7.4 million attributed to the acquired non-PCD portfolio, which represented the acquisition-related provision expense for the year ended December 31, 2021.
Issued but Not Yet Effective Accounting Standards Updates
For disclosure regarding the impact to Bancorp’s financial statements of issued-but-not-yet-effective ASUs, see the Footnote titled “Summary of Significant Accounting Policies” of Part II Item 8 “Financial Statements and Supplementary Data.”
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Critical Accounting Policies and Estimates
Bancorp’s consolidated financial statements and accompanying footnotes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.
Management continually evaluates its accounting policies and estimates that it uses to prepare the consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, accounting and regulatory guidance, and information obtained from independent third-party professionals. Actual results may differ from those estimates made by management.
Critical accounting policies are those that management believes are the most important to the portrayal of Bancorp’s financial condition and operating results and require management to make estimates that are difficult, subjective and complex. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the financial statements. These factors include, among other things, whether the estimates have a significant impact on the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including independent third parties or available pricing, sensitivity of the estimates to changes in economic conditions and whether alternative methods of accounting may be utilized under GAAP. Management has discussed each critical accounting policy and the methodology for the identification and determination of critical accounting policies with Bancorp’s Audit Committee. Effective January 1, 2021 through December 31, 2021, the significant accounting policies considered the most critical in preparing Bancorp’s consolidated financial statements are the determination of the ACL on loans and Goodwill.
Allowance for Credit Losses on Loans and Provision for Credit Losses
On January 1, 2020, Bancorp adopted ASC 326 “Financial Instruments – Credit Losses,” which created material changes to Bancorp’s critical accounting policy that existed at December 31, 2019.
For purposes of establishing the general reserve, Bancorp stratifies the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculates the net amount expected to be collected over the life of the loans to estimate the credit losses in the loan portfolio. Bancorp’s methodologies for estimating the ACL on loans consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.
The ACL on loans is established through credit loss expense charged to current earnings. The amount maintained in the ACL reflects management’s estimate of the net amount not expected to be collected on the loan portfolio at the balance sheet date over the life of the loan. The ACL is comprised of specific reserves assigned to certain loans that do not share general risk characteristics and general reserves on pools of loans that do share general risk characteristics. Factors contributing to the determination of specific reserves include the creditworthiness of the borrower and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate, an expected loss ratio based on historical losses adjusted as appropriate for qualitative factors, or the fair value of the collateral for certain collateral-dependent loans.
With the adoption of CECL, provision expense may be more volatile due to changes in the CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition. The pandemic has had a material impact on Bancorp’s quarterly ACL calculations. While Bancorp has not yet experienced credit quality issues resulting in charge-offs related to the pandemic, ACL calculations and resulting credit loss expense is significantly impacted by changes in forecasted economic conditions, which were generally volatile for the years ended December 31, 2020 and 2021, respectively. Should the forecast for economic conditions worsen, Bancorp could experience further increases in its required ACL and record additional credit loss expense.
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Goodwill
Goodwill resulting from business combinations represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquire, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. Events that may trigger goodwill impairment include deterioration in economic conditions, a decline in market-dependent multiples or metrics (i.e. stock price falling below tangible book value), negative trends in overall financial performance and regulatory action.
Bancorp has selected September 30 as the date to perform the annual impairment test. Goodwill is the only intangible asset with an indefinite life on Bancorp’s consolidated balance sheets. No impairment to Goodwill was indicated based on Bancorp’s annual testing for 2021.
At December 31, 2021, Bancorp had $136 million in goodwill recorded on its balance sheet, consisting primarily of $123 million recorded in association with the acquisition of KB. As permitted under GAAP, management has up to 12 months following the date of acquisition to finalize the fair values of the acquired assets and assumed liabilities related to the KB acquisition. During this measurement period, Bancorp may record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date. Further, additional goodwill is expected to be recorded in association with the pending Commonwealth acquisition in 2022, which will increase the amount of goodwill on Bancorp’s balance sheet significantly.
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Business Segment Overview
Bancorp is divided into two reportable segments: Commercial Banking and WM&T:
Commercial Banking provides a full range of loan and deposit products to individual consumers and businesses in all its markets through retail lending, mortgage banking, deposit services, online banking, mobile banking, private banking, commercial lending, commercial real estate lending, leasing, treasury management services, merchant services, international banking, correspondent banking and other banking services. The Bank also offers securities brokerage services via its banking center network through an arrangement with a third party broker-dealer in the Commercial Banking segment.
WM&T provides investment management, financial & retirement planning and trust & estate services, as well as retirement plan management for businesses and corporations in all markets in which Bancorp operates. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size.
Overview – Impact of the COVID-19 Pandemic on Financial Condition and Results of Operations
The COVID-19 pandemic in the U.S. and efforts to contain both the virus and the related economic fallout have had a complex and significant impact on the economy, the banking industry and Bancorp. While the distribution of vaccinations, easing of restrictions on public commerce and business activities, and stabilizing unemployment levels have been positive developments over the past several months, the pandemic’s effects on local, national and global economic activity may continue to weigh on Bancorp’s financial condition and results of operations in 2022.
Bancorp’s financial condition and results of operations for the year ended December 31, 2021 were significantly impacted by the following pandemic-related factors, among others:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Overall excess balance sheet liquidity |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The sustained low interest rate environment and related NIM compression |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Significant participation in the SBA’s PPP, which concluded on May 31, 2021 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The FRB’s Seasonally Adjusted National Civilian Unemployment Rate forecast and the resulting impact to the ACL on loans and off balance sheet credit exposures |
The FRB’s decision to lower the FFTR 150 bps in March of 2020 in response to the then-developing pandemic decreased the FFTR to a range of 0%-0.25% and Prime to 3.25%, where both remained as of December 31, 2020 and 2021. Consistent with the rate drops, key benchmark rates, such as the five-year treasury rate and one-month LIBOR, declined dramatically. While the interest rate environment has improved in recent quarters, key rates remain well below pre-pandemic levels.
Bancorp’s participation in the PPP resulted in approximately 5,500 PPP loan originations totaling $918 million ($887 million net of unearned deferred fees and costs) since the program’s inception as part of the CARES Act, which was signed into law in March 2020. While the first round of PPP expired in August 2020, legislative action created a second round of funding for the program and subsequently extended the program to May 31, 2021.
As part of the first round of the PPP, Bancorp originated over 3,400 PPP loans totaling $657 million ($637 million net of unearned deferred fees and costs). As of December, 2021, 98% of the dollars originated in the first round have been forgiven. Further, approximately 99% of the $19.6 million in net fees received for this round have been recognized life to date. As these borrowers were required to begin making payments in July, accelerated forgiveness activity was experienced during the third and fourth quarters of 2021. Remaining round one originations are expected to be forgiven in the coming months.
As part of the second round of the PPP, Bancorp originated over 2,100 PPP loans totaling $261 million ($250 million net of unearned deferred fees and costs). As of December 31, 2021, 49% of the dollars originated in the second round have been forgiven and 61% of the $11.4 million in net fees received for this round were recognized in 2021. As these borrowers are not required to make payments for 16 months, Bancorp expects a significant portion of these borrowers will seek forgiveness in early to mid-2022 in connection with their tax return preparation.
As of December 31, 2021, outstanding PPP loans originated by KB and acquired by Bancorp totaled $6 million.
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Interest and fee income earned on the PPP portfolio totaled $22.0 million and $13.6 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, Bancorp had $4.6 million of net unearned deferred fees related to the PPP that have yet to be recognized and as a result, PPP loan forgiveness will continue to have an impact on operating results for the first part of 2022.
As a result of the PPP originations, forgiveness activity, record deposit levels and historically low interest rates, excess liquidity has created NIM compression, as well as challenges associated with deploying idle cash. Bancorp made substantial investments in the AFS debt securities portfolio during the year in an effort to deploy excess liquidity, purchasing $505 million in AFS debt securities (excluding those added through the KB acquisition) in 2021.
The ACL on loans (excluding acquisition related activity) decreased $5 million between December 31, 2020 and December 31, 2021, a stark contrast from the large reserve build recorded between December 31, 2019 and December 31, 2020, which included a $15 million increase that was separate and subsequent to the increases recorded effective January 1, 2020 in relation to the initial adoption of CECL. The pandemic had a material impact on ACL calculations in 2020 and 2021, as provisioning surged amidst changes in forecasted economic conditions, especially the FRB’s Seasonally Adjusted National Civilian Unemployment Rate. After peaking towards the middle of 2020, unemployment forecasts have steadily improved, as have other underlying CECL model factors, resulting in a reduction of the provision for credit losses recorded in each quarter of 2021.
While separate from the ACL on loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced a decrease between December 31, 2020 and December 31, 2021. A net benefit of $2.2 million was recorded to provision for credit losses for off balance sheet exposures in 2021, as loss factors associated within the calculation improved and line of credit utilization continued to increase, while remaining below pre-pandemic levels. Partially offsetting this decrease was a $250,000 increase to the ACL for off balance sheet credit exposures recorded during the second quarter, in relation to the KB acquisition, which had no impact on earnings. The ACL for off balance sheet credit exposures stood at $3.5 million as of December 31, 2021 compared to $5.4 million as of December 31, 2020.
Bancorp has not incurred any significant challenges to its ability to maintain its systems and controls in light of the measures taken to prevent the spread of COVID-19 and has not incurred significant resource constraints through the implementation of its business continuity plans and does not anticipate incurring such issues in the future. Bancorp has not made, and at this time does not expect to make, any material staffing or compensation changes as a result of the pandemic.
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Overview – Operating Results (FTE)
The following table presents an overview Bancorp’s financial performance for the years ended December 31, 2021, 2020 and 2019:
| Years Ended December 31, | Variance | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | 2021 | 2020 | 2019 | 2021 / 2020 | 2020 / 2019 | |||||||||||||||
| Net income | $ | 74,645 | $ | 58,869 | $ | 66,067 | 27 | % | (11 | )% | ||||||||||
| Diluted earnings per share | $ | 2.97 | $ | 2.59 | $ | 2.89 | 15 | % | (10 | )% | ||||||||||
| ROA | 1.33 | % | 1.40 | % | 1.90 | % | (7 | )bps | (50 | )bps | ||||||||||
| ROE | 13.02 | % | 14.01 | % | 17.09 | % | (99 | )bps | (308 | )bps |
Additional discussion follows under the section titled “Results of Operations.”
General highlights for the year ended December 31, 2021 compared to December 31, 2020:
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp completed its acquisition of KB during the second quarter of 2021. At the time of acquisition, KB had $1.27 billion in assets, $755 million in loans (including PPP), $396 million in AFS debt securities and $1.04 billion in deposits. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The year ended December 31, 2021 included seven months of activity associated with the KB acquisition, which contributed approximately $20.0 million in net interest income, $7.0 million in non-interest income and $15.3 million in non-interest expense (excluding one-time merger related expenses). In addition, one-time merger related expenses totaling $18.1 million and credit loss expense on the acquired loan portfolio of $7.4 million were recorded for the year ended December 31, 2021. |
| Column 1 | Column 2 |
|---|---|
| ● | In 2021, Bancorp set the following financial records: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total revenue, comprising net interest income FTE and non-interest income, of $237.4 million, shattering the previous record of $188.0 million in 2020 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Record loan production (excluding PPP), which drove $291 million of legacy portfolio growth and, combined with expansion into the Central Kentucky market, led to record total loans of $4.12 billion at December 31, 2021 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Total deposit growth of $1.80 billion, surpassing the previous record of $855 million in 2020, $1.08 billion of which was added through expansion into the Central Kentucky market (entered into as a result of the KB acquisition) |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | WM&T AUM totaled $4.80 billion at December 31, 2021, with $949 million of growth during the year, approximately $250 million of which was added through the KB acquisition |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | WM&T services income of $27.6 million boosted by record net new business generation and strong market performance at December 31, 2021 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Debit and credit card income of $13.5 million, supported by organic and acquisition-related growth in transaction volume and customer base |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Higher transaction volume, new product sales and customer base expansion boosted Treasury Management fees to a record $6.9 million |
| Column 1 | Column 2 |
|---|---|
| ● | Net income totaled $74.6 million for the year ended December 31, 2021, resulting in diluted EPS of $2.97, compared to net income of $58.9 million and diluted EPS of $2.59 for the year ended December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Operating results from the year ended December 31, 2021 were significantly impacted by the acquisition of KB, PPP forgiveness activity, reduction in both the ACL on loans and ACL for off-balance sheet exposures, substantial organic loan and deposit growth (excluding acquisition and PPP) and historic levels of excess liquidity. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | Operating results for the year ended December 31, 2020 were lower compared to 2021, primarily due to increased credit loss provisioning and reserves for off-balance sheet credit exposures associated with the developing pandemic and unprecedented government stimulus actions had a significant impact on Bancorp’s operating results in 2020. |
| Column 1 | Column 2 |
|---|---|
| ● | NIM decreased 17 bps to 3.22% for the year ended December 31, 2021 compared to 3.39% for the prior year consistent with the sustained low interest rate environment and record levels of excess liquidity, which created significant NIM compression. Despite the decrease in NIM, organic loan growth, the KB acquisition, fee income associated with PPP loans and deposit rate cuts resulted in a $35.2 million, or 26%, increase in net interest income compared to the prior year. |
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| Column 1 | Column 2 |
|---|---|
| ● | Total loans (excluding PPP loans) increased $1.05 billion, or 35%, for the year ended December 31, 2021 as compared to December 31, 2020. While approximately $756 million of this growth was attributed to the central Kentucky market (entered into as a result of the KB acquisition), the remaining $291 million was attributed to strong organic growth highlighted by each of the Louisville, Indianapolis and Cincinnati markets ending the year at historic highs. |
| Column 1 | Column 2 |
|---|---|
| ● | Total provision for credit losses was a net benefit of $753,000 for the year ended December 31, 2021 compared to $18.4 million of provision expense recorded for the year ended December 31, 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | While provision of $7.4 million was recorded in relation to the loan portfolio added through the KB acquisition, a cumulative net benefit of $8.2 million was recorded for credit losses on loans and credit losses on off balance sheet exposures in 2021, as a result of stabilized unemployment forecasts, generally improving CECL model factors and stronger line of credit utilization. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| o | The adoption of CECL effective January 1, 2020 and subsequent pandemic-related developments, such as elevated unemployment and historic declines in line of credit utilization amidst the evolving pandemic drove elevated provisioning in 2020. |
| Column 1 | Column 2 |
|---|---|
| ● | C&I line of credit utilization improved to 31.8% at December 31, 2021, up from 26.1% at December 31, 2020. The onset of the pandemic in 2020 resulted in gradually declining levels of utilization that bottomed out in March of 2021, improving thereafter in each of the final three quarters of 2021. While this was a positive development for loan growth during the year, utilization still remains well below pre-pandemic levels. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s ACL on loans to total loans was 1.29% at December 31, 2021, compared to 1.47% at December 31, 2020. |
| Column 1 | Column 2 |
|---|---|
| ● | Total deposits increased $1.80 billion, or 45%, at December 31, 2021 compared to December 31, 2020. Approximately $1.08 billion of this growth was attributed to the central Kentucky market (entered into as a result of the KB acquisition) while significant organic growth was also experienced during the year, as customers generally maintained elevated levels of liquidity stemming from economic uncertainty, PPP funding and continued federal stimulus. Deposits have remained elevated for several quarters and finished at record levels (including and excluding acquisition-related activity) as of December 31, 2021. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest income increased $14.0 million, or 27%, for the year ended December 31, 2021 compared to the prior year. While the acquisition of KB resulted in a substantial contribution to non-interest income, significant organic growth was also experienced across all non-interest revenue streams, with the exception of mortgage banking, led by WM&T, card income and Treasury management fees. |
| Column 1 | Column 2 |
|---|---|
| ● | Non-interest expenses increased $40.6 million, or 40%, for the year ended December 31, 2021 compared to the same period of 2020, $19.0 million of which related to one-time merger related expenses (including expenses relating to the pending Commonwealth acquisition). While recurring expenses attributed to the KB acquisition comprise the majority of the remaining increase, non-interest expenses in general remained well-controlled and consistent with expansion, strong performance and continued investment in technology. |
| Column 1 | Column 2 |
|---|---|
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2021 increased to 59.94% from 54.06% for the prior year, consistent with recording one-time merger related costs of $19.0 million for the year ended December 31, 2021. Excluding one-time merger related costs and expenses related to the amortization of tax credit partnerships, Bancorp’s non-GAAP efficiency ratio at December 31, 2021 improved to 51.77% from 52.42% for the year prior. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures. |
| Column 1 | Column 2 |
|---|---|
| ● | The ETR increased to 21.75% for the year ended December 31, 2021 from 13.10% for the same period in 2020. The increase was significantly impacted by the prior year benefit of a large historic tax credit project coupled with Bancorp’s transition from a capital-based franchise tax to the Kentucky corporate income tax, which began January 1, 2021. |
Total stockholder’s equity to total assets was 10.17% as of December 31, 2021 compared to 9.56% at December 31, 2020. Total equity increased $235 million in 2021, as $205 million of stock issued for the acquisition of KB and net income of $74.6 million were offset by $28.2 million of dividends declared, changes in AOCI and stock based compensation activity.
TCE is a measure of a company's capital, which is useful in evaluating the quality and adequacy of capital. Bancorp’s ratio of TCE to total tangible assets was 8.22% as of December 31, 2021, compared with 9.28% at December 31, 2020, the decline driven by goodwill of $123 million recorded in relation to the KB acquisition. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
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General highlights for the year ended December 31, 2020 compared to December 31, 2019:
| ● | Net income totaled $58.9 million for the year ended December 31, 2020, resulting in diluted EPS of $2.59, a 10% decline from the prior year. The year ended December 31, 2019 included $3.9 million in non-recurring tax adjustments related to two Kentucky tax law changes that equated to $0.18 per diluted share in addition to one-time merger related expenses, which equated to $0.05 per diluted share for 2019. Operating results for the year ended December 31, 2020 were lower compared to the prior year, primarily due to increased credit loss provisioning and reserves for off-balance sheet credit exposures associated with the uncertain pandemic-related economic conditions, a substantially lower interest rate environment and unprecedented government stimulus actions. |
|---|---|
| ● | NIM decreased 43 bps to 3.39% for the year ended December 31, 2020 compared to 3.82% for the prior year, consistent with the decline in the interest rate environment, the addition of the low-yielding PPP portfolio and excess balance sheet liquidity; offset by strong average year over prior year loan growth (excluding PPP loans) and the strategic lowering of stated deposit interest rates and CD offering rates in tandem with FRB interest rate actions. Despite the decrease in NIM, Bancorp’s deposit rate cuts and fee income associated with PPP loans resulted in a $10.6 million, or 8%, increase in net interest income compared to the prior year. |
| ● | Effective January 1, 2020, Bancorp began accounting for credit losses under ASC 326, or CECL. The adoption of this standard increased the opening balance of the ACL on loans and the reserve for off-balance sheet credit exposures as of January 1. Initial adoption reduced Bancorp’s retained earnings with no corresponding income statement impact. |
| ● | Total loans (excluding PPP loans) increased $136 million, or 5%, for the year ended December 31, 2020, as record first and fourth quarter loan production book-ended the largest quarterly loan balance contraction in the Company’s history during the second quarter and flat net loan activity in the third quarter. |
| ● | Line of credit utilization declined significantly in 2020, falling to 38.0% at December 31, 2020 compared to 47.1% at December 31, 2019. The decline was led by C&I line usage, which dropped from 40.9% at December 31, 2019 to 26.1% at December 31, 2020, with a low point of 23.3% reached at September 30, 2020. |
| ● | Deposit balances ended at record levels at December 31, 2020, primarily as a result of PPP funding and higher levels of liquidity held by customers attributable to current economic uncertainty. |
| ● | Despite overall strong credit metrics, significant credit loss provisioning occurred based on the on-going economic crisis, its corresponding impact on unemployment forecast adjustments within the CECL model, the addition of a large specific reserve, qualitative factor adjustments and loan growth. Significant provisioning related to off-balance sheet credit exposures was also recorded for the year ended December 31, 2020 consistent with declines in line utilization (mainly C&I). |
| ● | Bancorp’s ACL on loans to total loans was 1.47% at December 31, 2020, compared to 0.94% at December 31, 2019. Bancorp’s ACL on loans to total loans (excluding PPP loans) rose to 1.74% at December 31, 2020. |
| ● | Non-interest income increased 5% for the year ended December 31, 2020 compared to the prior year on the heels of record mortgage banking income despite substantially lower deposit service charge income and the prior year period benefitting from $1.4 million of non-recurring income. Strong WM&T results, which included a large estate fee in the first quarter of 2020 and continued growth in treasury management fees and card income also contributed to the increase. |
| ● | Non-interest expenses increased 4% for the year ended December 31, 2020 compared to the same period of 2019. Elevated tax credit amortization stemming from a large tax credit investment and continued investment in technology drove the increase despite declines associated with one-time acquisition-related charges and non-recurring activity in the prior year and pandemic-driven decreases in marketing and business development activity. |
| ● | Bancorp’s efficiency ratio (FTE) for the year ended December 31, 2020 improved to 54.06% from 56.07% for the prior year, the latter of which included $1.3 million in one-time merger-related expenses associated with the 2019 KSB acquisition. |
| ● | The ETR increased to 13.1% for the year ended December 31, 2020 from 12.7% for the same period in 2019, the latter of which benefitted from $3.9 million in non-recurring tax adjustments related to two Kentucky tax law changes. |
Total stockholder’s equity to total assets was 9.56% as of December 31, 2020 compared to 10.91% at December 31, 2019, the decline driven by the outsized balance sheet growth attributed to PPP participation. Total equity increased $34.4 million in 2020, as net income of $58.9 million and changes in AOCI were offset by dividends declared of $24.5 million and various stock based compensation.
Bancorp’s ratio of TCE to total tangible assets was 9.28% as of December 31, 2020, compared with 10.55% at December 31, 2019, the decline driven by the significant balance sheet growth associated with PPP participation as noted above. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
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Challenges for 2022:
Bancorp has identified the following challenges for fiscal year 2022:
| ● | Bancorp expects to complete the merger of Commonwealth Bancshares, Inc. in the first quarter of 2022. Bancorp has received all required regulatory approvals to complete the acquisition and the acquisition is expected to close on or around March 7, 2022. Acquisitions require integration of different corporate cultures, loan and deposit products, pricing strategies, data processing systems and other technologies, accounting, internal audit and financial reporting systems, operating systems and internal controls, and marketing programs and personnel. Bancorp will need to manage the transition effectively to maximize retention of Commonwealth’s customers and employees, integrate personnel and systems efficiently, and maximize anticipated economic benefits. |
|---|---|
| ● | The prospects of a rising interest rate environment for 2022 and beyond present interest rate risk management challenges. Bancorp has benefitted significantly from the low cost of funds provided by its deposit base over the past year, as stated deposit rates have remained at very low levels since early 2020. Bancorp has also made significant investment in its AFS debt securities portfolio at low fixed rates, the market values of which will be impacted by rising rates. Given the record levels of liquidity held by Bancorp and in the banking system generally, the interest rate risk profile of Bancorp is expected to be slightly asset sensitive with interest rates expected to rise. |
| ● | NIM compression remains a challenge for 2022. While the FRB is projecting multiple rate hikes in 2022 based on its December 2021 policy meeting, on-going record levels of liquidity, existing and anticipated pricing pressure/competition and other economic factors, such as inflation, provide reasons for caution. Further, the timing of forgiveness associated with the remaining outstanding PPP portfolio will continue to affect loan yields and NIM, particularly in the first part of 2022. |
| ● | Net loan growth, excluding the PPP portfolio, is a major focus for Bancorp in 2022. This will be impacted by developments surrounding the on-going pandemic, competition, prevailing interest rates, economic conditions, line of credit utilization and loan prepayments. Bancorp believes there is continued opportunity for loan growth in all of its markets, including the recently entered Central Kentucky market. The pending acquisition of Commonwealth Bancshares, Inc. only serves to bolster these prospects. Bancorp’s ability to deliver attractive loan growth over the long-term is linked to Bancorp’s overall success. |
| ● | The continued integration and development of the central Kentucky market remains a top priority for 2022 as well. The acquisition of KB in 2021 expanded Bancorp’s presence in central and eastern Kentucky and will allow Bancorp to provide broader product offerings, increased lending capabilities and an expanded branch delivery system to existing and prospective customers alike, creating solid growth opportunities and a larger platform for future expansion. Prioritizing the development of the central Kentucky market, including growth of the WM&T business in this market, will play a major role in delivering strong operating results in the coming year. |
| ● | Bancorp derives significant non-interest income from WM&T services. Most of these fees are based upon the market value of AUM at respective period ends. To continue growth of this income source, Bancorp must attract new customers and retain existing customers. Bancorp believes there is opportunity for growth in all of its markets, particularly through the newly entered Central Kentucky market and the pending acquisition of Commonwealth Bancshares, Inc., the latter of which will serve to grow our WM&T customer base significantly. Growth in market values of AUM and fees is dependent upon positive returns in the overall capital markets, which ended 2021 near record highs. Bancorp has no control over market volatility. |
| ● | Competitive factors surrounding the developing trend of financial institutions reducing or eliminating certain deposit account fees, particularly overdraft-related fees, presents a significant challenge to growing deposit-related non-interest income in the future and potentially threatens a revenue stream that has been in an industry-wide, regulation-driven decline for several years. Strategic decisions surrounding this trend may impact not only deposit-related income, but also deposit relationships in general, particularly for retail customers, as consumer use of these bank deposit services continues to evolve. Continuous monitoring of these trends and evaluation of any potential changes to our deposit service fee structure will play a key role in the growth of Bancorp’s non-interest income. |
| ● | Technological advances are consistently providing opportunities for Bancorp to consider potential new products and delivery channels. Bancorp’s customers’ demand for innovative and relevant products and services is expected to trend along with changing technology. Bancorp will need to continue to make prudent investments in technology while managing associated risks so as to remain competitive with other financial service providers, especially as Bancorp’s continued expansion raises the level of expectation from customers. |
| ● | Over the past several years, Bancorp’s asset quality metrics have trended within a narrow range, exceeding benchmarks and reaching historically strong levels. Bancorp realizes that present asset quality metrics are positive and, recognizing the cyclical nature of the lending business, Bancorp anticipates this trend will likely normalize over time. |
| ● | Operating results for 2020 and 2021 were significantly impacted by the pandemic and efforts to contain both the virus and its economic impact will continue to weigh on the economy, the banking industry and Bancorp. As such, any future regulatory and legislative actions taken in response to related developments could have a significant impact on future operating results. |
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Results of Operations
Net Interest Income - Overview
As is the case with most banks, Bancorp’s primary revenue sources are net interest income and fee income from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to overall profitability. Similarly, deposit volume is crucial to funding loans and rates paid on deposits directly impact profitability. New business volume is influenced by numerous economic factors including market interest rates, business spending, liquidity, consumer confidence and various competitive conditions within the marketplace. The discussion that follows is based on fully tax-equivalent interest data.
Comparative information regarding net interest income follows:
| As of and for the Years Ended December 31, | Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 | 2020 | 2019 | 2021 / 2020 | 2020 / 2019 | |||||||
| Net interest income | $ 171,074 | $ 135,921 | $ 125,348 | 26 | % | 8 | % | |||||
| Net interest income (FTE)* | 171,508 | 136,133 | 125,571 | 26 | % | 8 | % | |||||
| Net interest spread | 3.16% | 3.22% | 3.50% | (6) | bps | (28) | bps | |||||
| Net interest margin | 3.22% | 3.39% | 3.82% | (17) | bps | (43) | bps | |||||
| Average earning assets | $ 5,318,968 | $ 4,019,336 | $ 3,290,345 | 32 | % | 22 | % | |||||
| Five year Treasury note rate at year end | 1.26% | 0.36% | 1.69% | 90 | bps | (133) | bps | |||||
| Average five year Treasury note rate | 0.86% | 0.53% | 1.95% | 33 | bps | (142) | bps | |||||
| Prime rate at year end | 3.25% | 3.25% | 4.75% | - | bps | (150) | bps | |||||
| Average Prime | 3.25% | 3.53% | 5.29% | (28) | bps | (176) | bps | |||||
| One month LIBOR at year end | 0.10% | 0.14% | 1.76% | (4) | bps | (162) | bps | |||||
| Average one month LIBOR | 0.10% | 0.52% | 2.22% | (42) | bps | (170) | bps |
*See table titled, "Average Balance Sheets and Interest Rates (FTE)" for detail of Net interest income (FTE).
NIM and net interest spread calculations above exclude the sold portion of certain participation loans, which totaled $5 million, $10 million and $8 million for the years ended December 31, 2021, 2020 and 2019, respectively. These sold loans are on Bancorp’s balance sheet as required by GAAP because Bancorp retains some form of effective control; however, Bancorp receives no interest income on the sold portion. These participation loans sold are excluded from NIM and spread analysis, because Bancorp believes it provides a more accurate depiction of loan portfolio performance.
Prime rate, the five year Treasury note rate and the one month LIBOR are included in the table above to provide a general indication of the interest rate environment in which Bancorp has operated during the past three years. Approximately $1.2 billion, or 30%, of Bancorp’s loans are variable rate and are indexed to either Prime or LIBOR, generally repricing as those rates change. At inception, most of Bancorp’s fixed rate loans are priced in relation to the five year Treasury rate.
The interest rate environment has experienced a significant decline over the three year period referenced above. The FFTR began 2019 at a range of 2.25-2.50%, and in turn, Prime began that same year at 5.50%, representing the highest interest rates experienced post-Great Recession. Subsequent to hitting those peak marks, the FRB lowered the FFTR five times for a total of 225 bps, the most recent of which came in March of 2020 and took the FFTR to a range of 0-0.25% and Prime to 3.25%, where both remained as of December 31, 2020 and December 31, 2021.
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Discussion of 2021 vs 2020:
Net interest spread and NIM were 3.16% and 3.22% for the year ended December 31, 2021 compared to 3.22% and 3.39% for the year ended December 31, 2020. NIM was significantly impacted in 2021 by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | A sustained low interest rate environment, driven by the lowering of the FFTR in March 2020 to a range of 0% - 0.25%, which resulted in Prime dropping to 3.25%, where it has remained since the first quarter of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | PPP originations, which began in the second quarter of 2020 and continued through expiration of the program on May 31, 2021, as well as the related forgiveness activity, which accelerates the recognition of fee income on these loans and continues to have a significant effect on NIM. The PPP portfolio contributed an 18 bps benefit to NIM for the year ended December 31, 2021 as a result of forgiveness activity, which drove the recognition of $18.1 million in PPP-related fee income. In comparison, the PPP portfolio had a negative impact of 3 bps on NIM for the year end December 31, 2020 due to the large amount of originations that occurred in 2020 and the affect that the low-yielding, 1% stated rate of these notes had on NIM for the period. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Overall, excess balance sheet liquidity contributed approximately 25 bps of NIM compression for the year ended December 31, 2021. By comparison, excess balance sheet liquidity contributed approximately 13 bps of NIM compression for the same period of 2020. In general, excess liquidity within the banking system has led to a highly competitive loan rate environment over the past two years. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Substantial balance sheet growth, both organic and acquisition-related, which resulted in total average earning asset growth of $1.3 billion, or 32%, and average interest-bearing liability growth of $773 million, or 30%, for the year ended December 31, 2021 compared to the same period of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The lowering of deposit rates in tandem with FRB interest rate actions and the benefit of paying off all FHLB advances during 2021. |
Net interest income (FTE) increased $35.4 million, or 26%, for the year ended December 31, 2021 compared to the same period of 2020, due to interest and fee income associated with the PPP portfolio, substantial growth in the non-PPP loan portfolio and AFS debt securities portfolio, and the aforementioned lowering of deposit rates.
Total average interest earning assets increased $1.30 billion, or 32%, to $5.32 billion for the year ended December 31, 2021, as compared to the same period of 2020, with the average rate earned on total interest earning assets contracting 34 bps to 3.34%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average total loans increased $646 million, or 20%, for the year ended December 31, 2021 compared to the same period of 2020. Average non-PPP loan balances grew $692 million, or 24%, for the year ended December 31, 2021 compared to the same period of 2020, attributed to both the acquisition and strong organic growth. Average PPP loan balances decreased $45 million, or 10%, for the year ended December 31, 2021 compared to the same period of 2020, consistent with forgiveness activity throughout 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average AFS debt securities grew $446 million, or 98%, for the year ended December 31, 2021 compared to the same period of 2020, which was attributed to a combination of strategically deploying excess liquidity through further investment and the KB acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from balances increased $217 million, or 94%, for the year ended December 31, 2021, consistent with the elevated level of deposits. |
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Total interest income (FTE) increased $29.4 million, or 20%, to $177.5 million for the year ended December 31, 2021 as compared to the same period of 2020.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income on loans (FTE) increased $26.6 million, or 19%, to $164.4 million for the year ended December 31, 2021 compared to the same period of 2020, driven by accelerated recognition of PPP fee income consistent with forgiveness activity, organic loan growth and the contribution attributed to the KB acquisition. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Significant growth in average AFS debt securities drove an increase of $3.2 million, or 37%, for interest income (FTE) on the portfolio for the year ended December 31, 2021 compared to the same period of 2020. However, the lower interest rate environment experienced over the past twelve months weighed heavily on fixed income security yields, which decreased 59 bps, or 31%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Despite the substantial increase experienced for average FFS and interest bearing due from balances, corresponding interest income decreased $93,000, or 13%, for the year ended December 31, 2021 compared to the same period of 2020 as a result of the FRB lowering the FFTR 150 bps in March 2020 to a range of 0-0.25%, where it remained for the final three quarters of 2020 and the entirety of 2021. |
Total average interest bearing liabilities increased $773 million, or 30%, to $3.39 billion for the year ended December 31, 2021 compared with the same period in 2020, with the total average cost declining 28 bps to 0.18%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $795 million, or 32%, for the year ended December 31, 2021 compared to the same period in 2020, with interest-bearing demand deposits accounting for $500 million of the increase. Interest bearing deposits added as a result of the KB acquisition along with significant federal stimulus action, such as PPP funding, propelled deposit balances to record levels at December 31, 2021. Further, general economic uncertainty surrounding the on-going pandemic has resulted in the customer base maintaining higher levels of liquidity, similar to customer behavior seen during the Great Recession. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Consistent with the higher interest bearing deposit balances noted above, as well as the KB acquisition, average SSUAR balances increased $22 million, or 55%, for the year ended December 31, 2021 compared to the same period of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances decreased $45 million, or 73%, for the year ended December 31, 2021 compared to the same period of 2020, as advances continued to mature without renewal or replacement over the past year, including $30 million of three month advances relating to cash flow hedge interest rate swaps. In addition, Bancorp elected to pay down certain advances prior to their maturity during the first and second quarters of 2021, the latter of which resulted in an early-termination fee of $474,000, recorded as a component non-interest expense during the second quarter of 2021. Bancorp made this decision due to its excess liquidity driven by the substantial deposit growth it achieved over the past year, combined with the near-term outlook for low interest rates at the time of pay off. As of December 31, 2021, Bancorp had no outstanding FHLB advances. |
Total interest expense decreased $5.9 million, or 50%, for the year ended December 31, 2021 compared to the same period of 2020, a direct result of deposit rate reductions implemented in response to the falling interest rate environment and to a lesser extent, the reduction in interest expense on FHLB advances.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense decreased $4.9 million, or 46%, driving a 25 bps decline in the cost of average total interest bearing deposits. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest expense on FHLB advances declined $1.1 million, or 76%, as a result of the substantial reduction in average FHLB advances outstanding. As noted above, Bancorp had no outstanding FHLB advances as of December 31, 2021. |
Discussion of 2020 vs 2019:
Net interest spread and NIM were 3.22% and 3.39% for the year ended December 31, 2020 compared to 3.50% and 3.82% for the year ended December 31, 2019. NIM was significantly impacted in 2020 by the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The FFTR was lowered 225 bps between July 2019 and mid-March 2020, resulting in Prime dropping to 3.25%. Average Prime declined significantly to 3.53% for 2020 compared to 5.29% for 2019. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Treasury yields were near historic lows for several months in 2020, eroding NIM and loan yields. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | PPP loan originations, which boosted net interest income, had a negative impact on NIM and loan yields. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The strategic lowering of stated deposit interest rates and CD offering rates over the past twelve months in tandem with FRB interest rate actions. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Strong average non-PPP loan growth. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Excess balance sheet liquidity and elevated deposit balances. |
Bancorp originated approximately 3,400 PPP loans, equating to $637 million (net of origination fees and costs) during 2020. Bancorp recognized $9.1 million in net origination fee income associated with the PPP portfolio in 2020. While this had a positive impact on interest and fee income, as well as net interest income, the 1% stated yield on the PPP portfolio negatively impacted the overall loan portfolio yield by 17 bps and NIM by 3 bps for the year ended December 31, 2020.
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Average FFS and interest bearing due from bank balances increased significantly for the year ended December 31, 2020 compared with the same period in 2019. Excess liquidity contributed to approximately 15 bps of NIM compression for the year ended December 31, 2020 compared to 9 bps for the year ended December 31, 2019.
Net interest income (FTE) increased $10.6 million, or 8%, for the year ended December 31, 2020 compared to the same period of 2019, primarily attributed to the lowering of stated deposit rates in response to the changing interest rate environment and the additional fee income associated with the PPP portfolio in 2020.
Total average interest earning assets increased $729 million, or 22%, to $4.02 billion for the year ended December 31, 2020, with the average rate earned on total interest earning assets contracting 82 bps to 3.68%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average loans increased $602 million, or 22%, for the year ended December 31, 2020 compared to the same period of 2019 with $443 million of the average growth attributed to the PPP portfolio. In addition to the 2019 KSB acquisition, Bancorp experienced strong organic growth across all three markets in 2020, which led to a $160 million increase in average non-PPP loan portfolio balances. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FFS and interest bearing due from bank balances increased $93 million for the year ended December 31, 2020 as compared with the same period of 2019, consistent with the elevated level of deposits. |
Total interest income (FTE) was flat, down $32,000 to $148.1 million for the year ended December 31, 2020, as compared with the same period of 2019 despite the drastic decline in the interest rate environment.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest and fee income on loans (FTE) increased approximately $3.3 million, or 2%, to $137.9 million, attributed to the PPP portfolio. Significant interest rate contraction in 2020 led to a $10.4 million decline in interest income on the non-PPP loan portfolio. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | With the exception of mortgage loans held for sale, interest income on the remaining interest earning asset portfolio was negatively impacted by the changes in the interest rate environment in addition to substantial average balance growth. |
Total average interest bearing liabilities increased $353 million, or 16%, to $2.62 billion for the year ended December 31, 2020, as compared with the same period of 2019, with the average cost decreasing 54 bps to 0.46%.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average interest bearing deposits increased $364 million, or 17%, for the year ended December 31, 2020 compared to the same period of 2019, with interest-bearing demand deposits representing $257 million of the increase. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average FHLB advances declined $9 million, or 13%, for the year ended December 31, 2020 compared to the same period of 2019, as matured advances were not replaced or renewed in 2020. |
Total interest expense decreased $10.6 million, or 47%, for the year ended December 31, 2020, compared to the same period of 2019, a direct result of stated deposit rate reductions implemented in response to the changing interest rate environment.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Total interest bearing deposit expense decreased $10.1 million, or 49%, driving a 54 bps decrease in the cost of average total interest bearing liabilities to 0.42% as deposit rates were cut in tandem with FRB interest rate actions. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | FHLB advance expense decreased $240,000 or 15%, as matured advances were not replaced or renewed in 2020, resulting in lower interest expense. |
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Average Balance Sheets and Interest Rates (FTE)
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, (dollars in thousands) | Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | |||||||||||||||||||||||||||
| Interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | 446,783 | $ | 645 | 0.14 | % | $ | 229,905 | $ | 738 | 0.32 | % | $ | 136,514 | $ | 2,933 | 2.15 | % | ||||||||||||||||||
| Mortgage loans held for sale | 11,170 | 249 | 2.23 | 20,156 | 533 | 2.64 | 3,836 | 182 | 4.74 | |||||||||||||||||||||||||||
| Available for sale debt securities: | ||||||||||||||||||||||||||||||||||||
| Taxable | 879,298 | 11,575 | 1.32 | 443,035 | 8,432 | 1.90 | 413,801 | 9,291 | 2.25 | |||||||||||||||||||||||||||
| Tax-exempt | 19,636 | 340 | 1.73 | 10,047 | 265 | 2.64 | 22,710 | 570 | 2.51 | |||||||||||||||||||||||||||
| Total securities | 898,934 | 11,915 | 1.33 | 453,082 | 8,697 | 1.92 | 436,511 | 9,861 | 2.26 | |||||||||||||||||||||||||||
| Federal Home Loan Bank stock | 10,824 | 262 | 2.42 | 11,284 | 253 | 2.24 | 10,858 | 548 | 5.05 | |||||||||||||||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | 397,282 | 22,044 | 5.55 | 442,510 | 13,636 | 3.08 | — | — | — | |||||||||||||||||||||||||||
| Non-PPP loans | 3,553,975 | 142,395 | 4.01 | 2,862,399 | 124,226 | 4.34 | 2,702,626 | 134,591 | 4.98 | |||||||||||||||||||||||||||
| Total loans | 3,951,257 | 164,439 | 4.16 | 3,304,909 | 137,862 | 4.17 | 2,702,626 | 134,591 | 4.98 | |||||||||||||||||||||||||||
| Total interest earning assets | 5,318,968 | 177,510 | 3.34 | 4,019,336 | 148,083 | 3.68 | 3,290,345 | 148,115 | 4.50 | |||||||||||||||||||||||||||
| Less allowance for credit losses on loans | 57,696 | 45,008 | 27,057 | |||||||||||||||||||||||||||||||||
| Non-interest earning assets: | ||||||||||||||||||||||||||||||||||||
| Cash and due from banks | 63,477 | 46,277 | 44,884 | |||||||||||||||||||||||||||||||||
| Premises and equipment, net | 69,483 | 57,474 | 63,197 | |||||||||||||||||||||||||||||||||
| Bank owned life insurance | 44,720 | 32,899 | 32,631 | |||||||||||||||||||||||||||||||||
| Accrued interest receivable and other | 187,934 | 106,615 | 76,998 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 5,626,886 | $ | 4,217,593 | $ | 3,480,998 | ||||||||||||||||||||||||||||||
| Interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||||||||||||||
| Interest bearing demand | $ | 1,633,606 | $ | 1,771 | 0.11 | % | $ | 1,133,308 | $ | 1,776 | 0.16 | % | $ | 875,897 | $ | 4,951 | 0.57 | % | ||||||||||||||||||
| Savings | 328,570 | 93 | 0.03 | 190,368 | 36 | 0.02 | 166,509 | 291 | 0.17 | |||||||||||||||||||||||||||
| Money market | 919,778 | 589 | 0.06 | 771,363 | 1,482 | 0.19 | 695,411 | 7,105 | 1.02 | |||||||||||||||||||||||||||
| Time | 420,308 | 3,174 | 0.76 | 412,506 | 7,184 | 1.74 | 406,176 | 8,213 | 2.02 | |||||||||||||||||||||||||||
| Total interest bearing deposits | 3,302,262 | 5,627 | 0.17 | 2,507,545 | 10,478 | 0.42 | 2,143,993 | 20,560 | 0.96 | |||||||||||||||||||||||||||
| Securities sold under agreements to repurchase | 62,534 | 24 | 0.04 | 40,363 | 37 | 0.09 | 38,555 | 101 | 0.26 | |||||||||||||||||||||||||||
| Federal funds purchased | 10,596 | 14 | 0.13 | 9,457 | 35 | 0.37 | 11,182 | 217 | 1.94 | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances | 16,317 | 337 | 2.07 | 61,483 | 1,400 | 2.28 | 70,755 | 1,640 | 2.32 | |||||||||||||||||||||||||||
| Subordinated debt | — | — | — | — | — | — | 922 | 26 | 2.82 | |||||||||||||||||||||||||||
| Total interest bearing liabilities | 3,391,709 | 6,002 | 0.18 | 2,618,848 | 11,950 | 0.46 | 2,265,407 | 22,544 | 1.00 | |||||||||||||||||||||||||||
| Non-interest bearing liabilities: | ||||||||||||||||||||||||||||||||||||
| Non-interest bearing demand deposits | 1,578,795 | 1,100,942 | 765,103 | |||||||||||||||||||||||||||||||||
| Accrued interest payable and other | 83,121 | 77,684 | 63,925 | |||||||||||||||||||||||||||||||||
| Total liabilities | 5,053,625 | 3,797,474 | 3,094,435 | |||||||||||||||||||||||||||||||||
| Stockholders’ equity | 573,261 | 420,119 | 386,563 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholder's equity | $ | 5,626,886 | $ | 4,217,593 | $ | 3,480,998 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 171,508 | $ | 136,133 | $ | 125,571 | ||||||||||||||||||||||||||||||
| Net interest spread | 3.16 | % | 3.22 | % | 3.50 | % | ||||||||||||||||||||||||||||||
| Net interest margin | 3.22 | % | 3.39 | % | 3.82 | % |
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Supplemental Information - Total Company Average Balance Sheets and Interest Rates (FTE)
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Average loan balances include the principal balance of non-accrual loans, as well as unearned income such as loan premiums, discounts, fees/costs and exclude participation loans accounted for as secured borrowings. Participation loans averaged $5 million, $8 million and $9 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income on a FTE basis includes additional amounts of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal taxes yielding the same after-tax income. Interest income on municipal securities and tax-exempt loans has been calculated on a FTE basis using a federal income tax rate of 21%. Approximate tax equivalent adjustments to interest income were $434,000, $212,000 and $224,000 for the years ended December 31, 2021, 2020 and 2019, respectively. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest income includes loan fees of $20.5 million ($18.1 million associated with the PPP), $10.6 million ($9.1 million associated with the PPP) and $2.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Interest income on loans may be impacted by the level of prepayment fees collected and accretion related to loans purchased. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest income, the most significant component of Bancorp's earnings, represents total interest income less total interest expense. The level of net interest income is determined by mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and changes in interest rates. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | NIM represents net interest income on a FTE basis as a percentage of average interest earning assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Net interest spread (FTE) is the difference between taxable equivalent rates earned on interest earning assets less the cost of interest bearing liabilities. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The fair market value adjustment on investment securities resulting from ASC 320, Investments – Debt and Equity Securities is included as a component of other assets. |
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The following table illustrates the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities impacted Bancorp’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Tax-equivalent adjustments are based on a federal income tax rate of 21%. The change in interest due to both rate and volume has been allocated to the change due to rate and the change due to volume in proportion to the relationship of the absolute dollar amounts of the change in each.
Rate/Volume Analysis (FTE)
| Year ended December 31, 2021 | Year ended December 31, 2020 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compared to | Compared to | |||||||||||||||||||||||
| Year ended December 31, 2020 | Year ended December 31, 2019 | |||||||||||||||||||||||
| Total Net | Increase (Decrease) Due to | Total Net | Increase (Decrease) Due to | |||||||||||||||||||||
| (in thousands) | Change | Rate | Volume | Change | Rate | Volume | ||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||
| Federal funds sold and interest bearing due from banks | $ | (93 | ) | $ | (547 | ) | $ | 454 | $ | (2,195 | ) | $ | (3,441 | ) | $ | 1,246 | ||||||||
| Mortgage loans held for sale | (284 | ) | (74 | ) | (210 | ) | 351 | (113 | ) | 464 | ||||||||||||||
| Securities available for sale: | ||||||||||||||||||||||||
| Taxable | 3,143 | (3,210 | ) | 6,353 | (859 | ) | (1,484 | ) | 625 | |||||||||||||||
| Tax-exempt | 75 | (114 | ) | 189 | (305 | ) | 28 | (333 | ) | |||||||||||||||
| Federal Home Loan Bank stock | 9 | 20 | (11 | ) | (295 | ) | (316 | ) | 21 | |||||||||||||||
| SBA Paycheck Protection Program (PPP) loans | 8,408 | 9,928 | (1,520 | ) | 13,636 | — | 13,636 | |||||||||||||||||
| Non-PPP Loans | 18,169 | (10,096 | ) | 28,265 | (10,365 | ) | (18,000 | ) | 7,635 | |||||||||||||||
| Total interest income | 29,427 | (4,093 | ) | 33,520 | (32 | ) | (23,326 | ) | 23,294 | |||||||||||||||
| Interest expense: | ||||||||||||||||||||||||
| Deposits: | ||||||||||||||||||||||||
| Interest bearing demand | (5 | ) | (647 | ) | 642 | (3,175 | ) | (4,326 | ) | 1,151 | ||||||||||||||
| Savings | 57 | 23 | 34 | (255 | ) | (292 | ) | 37 | ||||||||||||||||
| Money market | (893 | ) | (1,136 | ) | 243 | (5,623 | ) | (6,324 | ) | 701 | ||||||||||||||
| Time | (4,010 | ) | (4,143 | ) | 133 | (1,029 | ) | (1,155 | ) | 126 | ||||||||||||||
| Total interest bearing deposits | (4,851 | ) | (5,903 | ) | 1,052 | (10,082 | ) | (12,097 | ) | 2,015 | ||||||||||||||
| Securities sold under agreements to repurchase | (13 | ) | (28 | ) | 15 | (64 | ) | (69 | ) | 5 | ||||||||||||||
| Federal funds purchased | (21 | ) | (25 | ) | 4 | (182 | ) | (153 | ) | (29 | ) | |||||||||||||
| Federal Home Loan Bank advances | (1,063 | ) | (119 | ) | (944 | ) | (240 | ) | (28 | ) | (212 | ) | ||||||||||||
| Subordinated debt | — | — | — | (26 | ) | — | (26 | ) | ||||||||||||||||
| Total interest expense | (5,948 | ) | (6,075 | ) | 127 | (10,594 | ) | (12,347 | ) | 1,753 | ||||||||||||||
| Net interest income | $ | 35,375 | $ | 1,982 | $ | 33,393 | $ | 10,562 | $ | (10,979 | ) | $ | 21,541 |
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Asset/Liability Management and Interest Rate Risk
Managing interest rate risk is fundamental for the financial services industry. The primary objective of interest rate risk management is to neutralize effects of interest rate changes on net income. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity with the goal of optimizing net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.
Interest Rate Simulation Sensitivity Analysis
Bancorp uses an earnings simulation model to estimate and evaluate the impact of an immediate change in interest rates on earnings in a one-year forecast. The simulation model is designed to reflect dynamics of interest earning assets and interest bearing liabilities. By estimating effects of interest rate fluctuations, the model can approximate interest rate risk exposure. This simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and may not indicate actual or expected results.
Bancorp’s interest rate simulation sensitivity analysis details that increases in interest rates of 100 and 200 bps would have a negative effect on net interest income, respectively. These results are attributed to over half of the variable rate loan portfolio being currently at or near floor rates, as these yields will not increase until short-term rates exceed these floor rates. For example, a significant portion of the variable rate loan portfolio is tied to Prime, with floor rates of 4.00%. Given Prime is at 3.25% as of December 31, 2021, short-term rates would have to increase over 75 bps for these loans to move above their floor rates.
The decrease in net interest income in the rising rate scenarios is primarily due to variable rate loans and short-term investments repricing slower than deposits and short-term borrowings. Asset balances subject to immediate repricing cause an estimated decline in net interest income in the down 100 bps scenario, as rates on non-maturity deposits cannot be lowered sufficiently to offset declining interest income. These estimates of the summarized below.
| Change in Rates | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| -200 | -100 | +100 | +200 | ||||||||||||
| Basis Points | Basis Points | Basis Points | Basis Points | ||||||||||||
| % Change from base net interest income at December 31, 2021 | NA | -2.18 | % | -2.84 | % | 4.50 | % |
Bancorp’s interest rate risk profile is generally neutral. The results of the interest rate sensitivity analysis performed as of December 31, 2021 suggest a slightly liability sensitive profile as a result of the long-term, conservative assumptions Bancorp uses in the model, particularly in relation to deposit betas, which measure how responsive management’s deposit repricing may be to changes in market rates. However, given the historic levels of liquidity currently held by Bancorp and in the banking system generally, the Company anticipates actual deposit betas will remain well below long-term averages through 2022 despite forecasted interest rate hikes from the FRB. In a scenario where deposit betas are well below long-term averages, Bancorp’s interest rate risk profile shifts to a slightly asset sensitive position, but remains generally neutral.
Bancorp’s loan portfolio is currently composed of approximately 70% fixed and 30% variable rate loans, with the fixed rate portion pricing (excluding PPP loans) generally based on a spread to the five-year treasury curve at the time of origination and the variable portion pricing based on an on-going spread to Prime (approximately 66%) or one month LIBOR (approximately 34%). Bancorp’s loan portfolio (excluding PPP loans) at December 31, 2020 was composed of approximately 69% fixed and 31% variable rate loans.
In July 2017, the Financial Conduct Authority (the “FCA”), the authority regulating LIBOR, along with various other regulatory bodies, announced that LIBOR would likely be discontinued at the end of 2021. Subsequent to that announcement, in November 2020, the FCA announced that many tenors of LIBOR would continue to be published through June 2023. Subsequent to this, Bank regulators instructed banks to discontinue new originations referencing LIBOR as soon as possible, but no later than December 2021. Effective December 31, 2021, Libor will no longer be used to issue new loans in the U.S. It is expected to be replaced primarily by the Secured Overnight Financing Rate (SOFR), which many experts consider a more accurate and more secure pricing benchmark. To facilitate the transition process, management has instituted an enterprise-wide program to identify, assess, and monitor risks associated with the expected discontinuance or unavailability of LIBOR.
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Management has focused on operational readiness, as well as instituting processes and systems to validate that contract risk is clearly identified and understood. New originations and any modifications or renewals of LIBOR-based contracts contained fallback language to assist in an orderly transition to an alternative reference rate. For Bank contracts that have a duration beyond December 31, 2021, and that reference LIBOR, all fallback provisions and variations are currently being identified and sorted into classifications based upon those provisions. Upon classification, the contracts are monitored and possibly remediated if fallback provisions are not deemed sufficiently robust. The Bank realizes that remediating certain contracts indexed to LIBOR may require consent from the counterparties, which could be difficult and costly to obtain in certain limited circumstances.
As of December 31, 2021, the Company had approximately $425 million in loans and interest rate derivative contracts of $123 million (notional amount) that reference LIBOR. Each of the LIBOR-referenced amounts discussed above will vary in future periods as current contracts expire with potential replacement contracts using either LIBOR or an alternative reference rate. The Company, and other industry participants, continue to review alternative reference rates that could be utilized as a replacement for LIBOR. The Company had 7 loans totaling $24 million that were indexed to SOFR at December 31, 2021.
Periodically, Bancorp enters into interest rate swap transactions with borrowers who desire to hedge exposure to rising interest rates, while at the same time entering into an offsetting interest rate swap, with substantially matching terms, with another approved independent counterparty. These are undesignated derivative instruments and are recognized on the balance sheet at fair value, with changes in fair value recorded in other non-interest income as interest rates fluctuate. Because of matching terms of offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings, and are therefore not included in the simulation analysis results above. For additional information see the Footnote titled “Assets and Liabilities Measured and Reported at Fair Value.”
In addition, Bancorp periodically uses derivative financial instruments as part of its interest rate risk management, including interest rate swaps. These interest rate swaps are designated as cash flow hedges as described in the Footnote titled “Derivative Financial Instruments.” For these derivatives, the effective portion of gains or losses is reported as a component of OCI, and is subsequently reclassified into earnings as an adjustment to interest expense in periods in which the hedged forecasted transaction affects earnings. As of December 31, 2021, Bancorp had no outstanding interest rate swaps designated as cash flow hedges.
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Provision for Credit Losses
Provision for credit losses for the years ended December 31, 2021 and 2020 represents the amount of expense that, based on Management’s judgment, is required to maintain the ACL on loans at an appropriate level under the CECL model. Years prior to 2020 were historically calculated under the incurred loss model. The determination of the amount of the ACL on loans is complex and involves a high degree of judgment and subjectivity. See the footnote titled “Summary of Significant Accounting Policies” for detailed discussion regarding Bancorp’s ACL on loans methodology by loan portfolio segment.
An analysis of the changes in the ACL on loans, including provision, and selected ratios follow:
| Years ended December 31, (dollars in thousands) | 2021 | 2020 | 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance | $ | 51,920 | $ | 26,791 | $ | 25,534 | ||||||
| KB acquisition - PCD loans (goodwill adjustment) | 6,757 | — | — | |||||||||
| CECL - cumulative adjustment | — | 9,856 | — | |||||||||
| Adjusted beginning balance | 58,677 | 36,647 | 25,534 | |||||||||
| Provision for credit losses on loans | (6,000 | ) | 16,918 | 1,000 | ||||||||
| Provision for credit losses on loans - KB acquisition | 7,397 | — | — | |||||||||
| Total provision for credit losses on loans | 1,397 | 16,918 | 1,000 | |||||||||
| Total charge-offs | (7,681 | ) | (2,101 | ) | (684 | ) | ||||||
| Total recoveries | 1,505 | 456 | 941 | |||||||||
| Net loan (charge-offs) recoveries | (6,176 | ) | (1,645 | ) | 257 | |||||||
| Ending balance | $ | 53,898 | $ | 51,920 | $ | 26,791 | ||||||
| Average total loans | $ | 3,951,257 | $ | 3,304,909 | $ | 2,702,626 | ||||||
| Provision for credit losses on loans to average loans | 0.04 | % | 0.51 | % | 0.04 | % | ||||||
| Net loan (charge-offs) recoveries to average loans | -0.16 | % | -0.05 | % | 0.01 | % | ||||||
| ACL on loans to total loans | 1.29 | % | 1.47 | % | 0.94 | % | ||||||
| ACL on loans to total loans (excluding PPP) (1) | 1.34 | % | 1.74 | % | — | |||||||
| ACL on loans to average loans | 1.36 | % | 1.57 | % | 0.99 | % |
(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Discussion of 2021 vs 2020:
The ACL on loans totaled $54 million as of December 31, 2021 compared to $52 million at December 31, 2020, representing an ACL to total loans ratio of 1.29% and 1.47% for those periods, respectively. The ACL to total loans (excluding PPP loans) was 1.34% at December 31, 2021 compared to 1.74% at December 31, 2020, the decrease stemming from loan growth that was offset by forgiveness activity within the PPP portfolio and a lower ACL. Based on the 100% SBA guarantee of the PPP loan portfolio, which totaled $141 million (net of unamortized deferred fees) at December 31, 2021 and $550 million at December 31, 2020, Bancorp did not record a general reserve for potential losses for these loans within the ACL. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Upon adoption of ASC 326 effective January 1, 2020, Bancorp recorded an increase of $8.2 million to the ACL on loans and a corresponding decrease to retained earnings, net of the DTA impact. In addition, non-accretable yield marks of $1.6 million related to formerly classified PCI loans were reclassed between the amortized cost basis of loans and corresponding ACL on loans, which were subsequently charged-off in the third quarter of 2020 with no resulting impact to provision expense. The adjustment upon adoption of ASC 326 raised the beginning balance of the ACL on loans to $37 million on January 1, 2020. Additionally, with the adoption of CECL, provision expense may be more volatile due to changes in the CECL model assumptions of credit quality, macroeconomic factors and conditions, and loan composition.
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Due to continued improvement in the unemployment forecast, updates to Bancorp’s CECL modeling and strong historic credit metrics, a net benefit (excluding acquisition-related activity) of $6.0 million was recorded for the year ended December 31, 2021. Offsetting this benefit was credit loss expense on loans associated with the non-PCD loan portfolio added as a result of the KB acquisition, which was recorded during the second quarter of 2021 and totaled $7.4 million.
In total, provision for credit losses on loans decreased $15.5 million for the year ended December 31, 2021 compared to the same period of 2020. The significantly higher expense recorded for the year ended December 31, 2020 was the result of adopting of CECL effective January 1, 2020 and the subsequent pandemic-related developments experienced shortly thereafter, particularly elevated unemployment forecasts.
In addition to the non-PCD provision activity previously discussed for the year ended December 31, 2021, the ACL on loans was also increased $6.8 million as a result of the PCD loan portfolio added through the KB acquisition during the second quarter, with the corresponding offset recorded to goodwill. Partially offsetting this increase was net charge off activity of $6.2 million for the year ended December 31, 2021, respectively, serving to reduce the ACL on loans. Net charge off activity for 2021 was driven by the charge off of two CRE relationships totaling $4.4 million. These charged off amounts were fully reserved and had no income statement impact for the year ended December 31, 2021. In addition, there was a $555,000 recovery of a note that was fully charged off in 2020.
While separate from the ACL on loans and recorded in other liabilities on the consolidated balance sheets, the ACL for off balance sheet credit exposures also experienced a decrease between December 31, 2020 and December 31, 2021. A net benefit of $2.2 million was recorded for the year ended December 31, 2021, as nearly all applicable loan segments experienced declines in their reserve loss percentages consistent with generally improving model factors and improvement in line of credit utilization, most notably within the C&I portfolio. In addition, the ACL for off balance sheet credit exposures was increased $250,000 as a result of available credit added through the KB acquisition during the second quarter, with the corresponding offset recorded to goodwill. The ACL for off balance sheet credit exposures stood at $3.5 million as of December 31, 2021 compared to $5.4 million as of December 31, 2020.
Bancorp’s loan portfolio is diversified with no significant concentrations of credit. Geographically, most loans are extended to borrowers in Louisville, central, eastern and northern Kentucky, as well as the Indianapolis, Indiana and Cincinnati, Ohio metropolitan markets. The adequacy of the allowance is monitored on an ongoing basis and it is the opinion of management that the balance of the allowance at December 31, 2021 is adequate to absorb probable losses inherent in the loan portfolio as of the financial statement date.
Discussion of 2020 vs 2019:
Upon adoption of ASC 326 effective January 1, 2020, Bancorp recorded an increase of $8.2 million to the ACL on loans and a corresponding decrease to retained earnings, net of the DTA impact. In addition, non-accretable yield marks of $1.6 million related to formerly classified PCI loans were reclassed between the amortized cost basis of loans and corresponding ACL. The adjustment upon adoption of ASC 326 increased the ACL on loans balance to $37 million effective of January 1, 2020.
The ACL on loans totaled $52 million at December 31, 2020 compared to $27 million at December 31, 2019, representing an ACL to total loans ratio of 1.47% and 0.94% for those periods, respectively. The ACL to total loans (excluding PPP loans) was 1.74% at December 31, 2020. Based on the 100% SBA guarantee of the PPP loan portfolio, which totaled $550 million (net of unamortized deferred fees) at December 31, 2020, Bancorp did not record a general reserve for potential losses for this portfolio. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Despite overall strong credit metrics, Bancorp recorded provision for credit losses $16.9 million for the year ended December 31, 2020, as compared with $1.0 million for the same period of 2019, the latter of which was determined under the incurred loan loss model. Credit loss provisioning for 2020 was significantly impacted by the economic crisis due to the pandemic, its corresponding impact on unemployment forecast adjustments within the CECL model, loan growth, specific reserve additions and qualitative factor adjustments. The forecasted change in the unemployment rate coupled with the qualitative factor adjustments resulted in approximately $12.4 million of the total provision for credit loss expense recorded for the year ended December 31, 2020. In addition, Bancorp recorded $2.8 million in provision for credit losses in 2020 related to net loan growth which was heavily concentrated in the fourth quarter. During the second quarter of 2020, a large CRE relationship was placed on non-accrual status and allocated a $2 million specific reserve within the ACL on loans. An additional $1 million specific reserve was added to this relationship during the fourth quarter.
During the third quarter of 2020, the Company recorded charge-offs totaling $1.6 million related to loans that were acquired in the prior year acquisition and fully allocated for through purchase accounting adjustments at the time of acquisition. While these are reflected as charge-offs, there was no impact to the provision for credit losses, nor to the income statement, associated with these loans and charge-off activity for the year ended December 31, 2020 was otherwise minimal.
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Non-Interest Income
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2021 / 2020 | 2020 / 2019 | ||||||||||||||||||||||||||
| Years Ended December 31, | 2021 | 2020 | 2019 | $ | % | $ | % | |||||||||||||||||||||
| Wealth management and trust services | $ | 27,613 | $ | 23,406 | $ | 22,643 | $ | 4,207 | 18 | % | $ | 763 | 3 | % | ||||||||||||||
| Deposit service charges | 5,852 | 4,161 | 5,193 | 1,691 | 41 | (1,032 | ) | (20 | ) | |||||||||||||||||||
| Debit and credit card income | 13,456 | 8,480 | 8,123 | 4,976 | 59 | 357 | 4 | |||||||||||||||||||||
| Treasury management fees | 6,912 | 5,407 | 4,992 | 1,505 | 28 | 415 | 8 | |||||||||||||||||||||
| Mortgage banking income | 4,724 | 6,155 | 2,934 | (1,431 | ) | (23 | ) | 3,221 | 110 | |||||||||||||||||||
| Net investment products sales commissions and fees | 2,553 | 1,775 | 1,498 | 778 | 44 | 277 | 18 | |||||||||||||||||||||
| Bank owned life insurance | 914 | 693 | 1,031 | 221 | 32 | (338 | ) | (33 | ) | |||||||||||||||||||
| Other | 3,826 | 1,822 | 3,014 | 2,004 | 110 | (1,192 | ) | (40 | ) | |||||||||||||||||||
| Total non-interest income | $ | 65,850 | $ | 51,899 | $ | 49,428 | $ | 13,951 | 27 | % | $ | 2,471 | 5 | % |
Discussion of 2021 vs 2020:
Total non-interest income increased $14.0 million, or 27%, for the year ended December 31, 2021 compared to the same period of 2020. Non-interest income comprised 27.8% of total revenue, defined as net interest income and non-interest income, for the year ended December 31, 2021 compared to 27.6% for the same period of 2020, respectively. WM&T services comprised 41.9% of total non-interest income for the year ended December 31, 2021 compared to 45.1% for the same period of 2020, respectively. The KB acquisition accounted for a meaningful increase in total non-interest income for the year ended December 31, 2021, concentrated most notably in deposit service charges, debit and credit card income, and mortgage banking income.
WM&T Services:
The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. WM&T revenue increased $4.2 million, or 18%, for the year ended December 31, 2021 as compared with the same period of 2020. Stock market appreciation, coupled with record net new business development and to a lesser extent, the KB acquisition, drove the substantial revenue increase for 2021.
Recurring fees earned for managing accounts are based on a percentage of market value of AUM and are typically assessed on a monthly basis. Recurring fees, which generally comprise the vast majority of WM&T revenue, increased $4.4 million, or 20%, for the year ended December 31, 2021, as compared with the same period of 2020, as a result of significant stock market appreciation experienced in addition to both organic and acquisition-related growth in net new business.
A portion of WM&T revenue, most notably executor and certain employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues typically correspond with the related administrative activities. For this reason, such fees are subject to greater period over period fluctuation. Total non-recurring fees decreased $211,000, or 26%, for the year ended December 31, 2021, as compared with the same period of 2020. The decrease from prior year was driven mainly by a large estate fee recorded in the first quarter of 2020.
AUM, stated at market value, totaled $4.80 billion at December 31, 2021 compared to $3.85 billion at December 31, 2020. The large increase in AUM is attributed to significant stock market appreciation experienced in addition to record net new business growth and AUM of approximately $250 million added through the KB acquisition.
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Contracts between WM&T and their customers do not permit performance-based fees and accordingly, none of the WM&T revenue is performance based. Management believes the WM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams.
Detail of WM&T Service Income by Account Type:
| (in thousands) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | 2021 | 2020 | 2019 | ||||||||
| Investment advisory | $ | 12,003 | $ | 9,747 | $ | 9,072 | |||||
| Personal trust | 7,569 | 7,027 | 7,164 | ||||||||
| Personal investment retirement | 5,168 | 4,319 | 3,821 | ||||||||
| Company retirement | 1,798 | 1,457 | 1,503 | ||||||||
| Foundation and endowment | 797 | 589 | 559 | ||||||||
| Custody and safekeeping | 146 | 129 | 130 | ||||||||
| Brokerage and insurance services | 78 | 45 | 52 | ||||||||
| Other | 54 | 93 | 342 | ||||||||
| Total WM&T services income | $ | 27,613 | $ | 23,406 | $ | 22,643 |
The preceding table demonstrates that WM&T fee revenue is concentrated within investment advisory and personal trust accounts. WM&T fees are predominantly based on AUM and tailored for individual/company accounts and/or relationships with fee structures customized based on account type and other factors with larger relationships paying a lower percentage of AUM in fees. For example, recurring AUM fee structures are in place for investment management, irrevocable and revocable trusts, revocable trusts, personal investment retirement accounts and accounts holding only fixed income securities. Company retirement plan services can consist of a one-time conversion fee with recurring AUM fees to follow. While there are also fee structures for estate settlements, income received is often non-recurring in nature. Fee structures are agreed upon at the time of account opening and any subsequent revisions are communicated in writing to the customer. WM&T fees earned are not performance-based nor are they based on investment strategy or transactions.
Assets Under Management by Account Type:
Total AUM (not included on balance sheet) increased from $3.85 billion at December 31, 2020 to $4.80 billion at December 31, 2021 as follows:
| December 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Managed | Non-managed (1) | Total | Managed | Non-managed (1) | Total | |||||||||||||||||
| Investment advisory | $ | 1,919,593 | $ | 34,879 | $ | 1,954,472 | $ | 1,547,742 | $ | 72,696 | $ | 1,620,438 | |||||||||||
| Personal trust | 939,703 | 150,221 | 1,089,924 | 721,150 | 112,053 | 833,203 | |||||||||||||||||
| Personal investment retirement | 620,312 | 3,478 | 623,790 | 506,005 | 3,241 | 509,246 | |||||||||||||||||
| Company retirement | 35,234 | 599,129 | 634,363 | 40,006 | 481,222 | 521,228 | |||||||||||||||||
| Foundation and endowment | 368,572 | 1,532 | 370,104 | 281,986 | 2,532 | 284,518 | |||||||||||||||||
| Subtotal | $ | 3,883,414 | $ | 789,239 | $ | 4,672,653 | $ | 3,096,889 | $ | 671,744 | $ | 3,768,633 | |||||||||||
| Custody and safekeeping | — | 128,178 | 128,178 | — | 83,004 | 83,004 | |||||||||||||||||
| Total | $ | 3,883,414 | $ | 917,417 | $ | 4,800,831 | $ | 3,096,889 | $ | 754,748 | $ | 3,851,637 |
(1) Non-managed assets represent those for which the WM&T department does not hold investment discretion.
As of December 31, 2021 and 2020, approximately 81% and 80%, respectively, of total AUM were actively managed. Company retirement plan accounts primarily consist of participant-directed assets. The amount of custody and safekeeping accounts are insignificant.
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Managed Trust AUM by Class of Investment:
| (in thousands) | December 31, 2021 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|---|
| Interest bearing deposits | $ | 173,603 | $ | 168,344 | |||
| Treasury and government agency obligations | 39,736 | 31,719 | |||||
| State, county and municipal obligations | 110,795 | 119,344 | |||||
| Money market mutual funds | 7,299 | 58,493 | |||||
| Equity mutual funds | 944,500 | 752,476 | |||||
| Other mutual funds - fixed, balanced and municipal | 612,913 | 441,275 | |||||
| Other notes and bonds | 171,087 | 165,828 | |||||
| Common and preferred stocks | 1,681,006 | 1,238,973 | |||||
| Real estate mortgages | — | 190 | |||||
| Real estate | 58,344 | 51,682 | |||||
| Other miscellaneous assets (1) | 84,131 | 68,565 | |||||
| Total managed assets | $ | 3,883,414 | $ | 3,096,889 |
(1) Includes client directed instruments including rights, warrants, annuities, insurance policies, unit investment trusts, and oil and gas rights.
Managed assets are invested in instruments for which market values can be readily determined, the majority of which are sensitive to market fluctuations and consist of approximately 68% in equities and 32% in fixed income securities as of December 31, 2021 compared to 64% and 36% as of December 31, 2020. This composition has been relatively consistent from period to period and the WM&T Department holds no proprietary mutual funds.
Additional Sources of Non-interest income:
Deposit service charges, which consist of non-sufficient funds charges and to a lesser extent, other activity based charges, increased $1.7 million, or 41%, for the year ended December 31, 2021, as compared with the prior year, as a result of a meaningful contribution from the KB acquisition and a recovery from the subdued pandemic-induced activity experienced in the prior year. Consistent with the industry, customer behavior and transaction volume in 2020 was significantly impacted by the pandemic and continued government efforts to minimize its impact on the economy, such as stimulus payments, PPP funding and more lucrative unemployment compensation, which led to greatly reduced overdraft activity. Bancorp anticipates that future growth of this revenue stream will be significantly impacted by changing industry practices, as many larger financial institutions have opted to greatly reduce, or completely eliminate, certain deposit service charges, particularly overdraft-related fees. Bancorp will be faced with strategic decisions surrounding deposit-related charges in the future, which may negatively impact the contributions made by this revenue stream to total non-interest income.
Debit and credit card income consists of interchange revenue, ancillary fees and incentives received from card processors. Debit and credit card revenue increased $5.0 million, or 59%, for the year ended December 31, 2021, as compared with the same period of 2020, as a result of increased transaction volume and continued expansion of the customer bases, both organically and through acquisition-related activity. Total debit card income increased $3.6 million, or 61%, and total credit card income increased $1.4 million, or 54%, for the year ended December 31, 2021 compared the year ended December 31, 2020. Bancorp expects this revenue stream will continue to increase with expansion of the customer base and further development of the debit and credit card businesses.
Treasury management fees primarily consist of fees earned for cash management services provided to commercial customers. This category continues to stand out as a consistent, growing source of revenue for Bancorp and increased $1.5 million, or 28%, for the year ended December 31, 2021 compared to the prior year, complemented by strong new product sales and customer base expansion. Demand for Bancorp’s treasury products increased throughout the pandemic, as these products allow customers to operate more efficiently in a decentralized environment. In addition, sales efforts involving existing customers has led to increases in online services, reporting, ACH origination, remote deposit and fraud mitigation services during 2021. Bancorp anticipates this income category will continue to increase based on continued customer base growth and the expanding suite of services offered within Bancorp’s treasury management platform.
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Mortgage banking income primarily includes gains on sales of mortgage loans and loan servicing income offset by MSR amortization. Bancorp’s mortgage banking department predominantly originates residential mortgage loans to be sold in the secondary market, primarily to FNMA and FHLMC. Interest rates on the mortgage loans sold are locked with the borrower and investor prior to loan closing, thus Bancorp bears no interest rate risk related to loans held for sale. Bancorp offers conventional, VA and FHA financing for purchases and refinances, as well as programs for first-time homebuyers. Interest rates on mortgage loans directly influence the volume of business transacted by the mortgage-banking department. Mortgage banking revenue decreased $1.4 million, or 23%, for the year ended December 31, 2021, as compared with the prior year.
The sustained low long-term rate environment that began in 2020 incentivized refinancing and purchasing activity, which resulted in elevated mortgage banking income over the course of 2020 and the first part of 2021. However, as expected, volume started normalizing during 2021 as the pool of potential customers who have yet to refinance shrank, general housing inventory remained limited and interest rates began to rise above the absolute low levels experienced during 2020. Mortgage rates are generally correlated with the 10 year treasury rate, which has fluctuated widely in recent years, averaging 2.14% in 2019, plummeting to 0.89% in 2020 and sparking the increase in activity described above and subsequently rising to an average of 1.45% during 2021.
Beginning in the fourth quarter of 2020, the Bank elected to retain a select portion of qualified secondary market single family residential real estate loan production from the mortgage banking department on balance sheet in an effort to deploy a portion of excess liquidity in lieu of buying mortgage-backed securities within the AFS debt securities portfolio. Approximately $72 million and $31 million in 15/30 year fixed rate loans were retained for the years ended December 31, 2021 and 2020, respectively, as part of this strategy, forgoing gain on sale that would typically have been recognized in mortgage banking income for those years.
Net investment product sales commissions and fees are generated primarily on stock, bond and mutual fund sales, as well as wrap fees on brokerage accounts. Wrap fees represent charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management and are based on a percentage of assets. Bancorp deploys its financial advisors primarily through its branch network via an arrangement with a third party broker-dealer, while larger managed accounts are serviced by Bancorp’s WM&T Department. Net investment product sales commissions and fees increased $778,000, or 44%, for the year ended December 31, 2021, as compared with the prior year due to the KB acquisition and increased trading activity.
BOLI assets represent the cash surrender value of life insurance policies on certain active and non-active employees who have provided consent for Bancorp to be the beneficiary for a portion of such policies. The related change in cash surrender value of policies and any death benefits received under the policies are recorded as non-interest income. This income serves to offset the cost of various employee benefits. BOLI income increased $221,000, or 32%, for the year ended December 31, 2021 compared to the prior year attributed almost entirely to the contribution of the KB acquisition.
Other non-interest income increased $2.0 million for the year ended December 31, 2021 as compared with the prior year. The increase was driven by a plethora of activity, most notably a death benefit of $523,000 on an insurance policy outside of traditional BOLI, stronger market returns on such insurance policies, the addition of the Captive and gains on OREO sold.
Discussion of 2020 vs 2019:
Total non-interest income increased $2.5 million, or 5%, for the year ended December 31, 2020 compared to the same period in 2019. Non-interest income comprised 28% of total revenue for both the year ended December 31, 2020 and 2019. WM&T services comprised 45% of Bancorp’s total non-interest income for the year ended December 31, 2020 compared to 46% for the same period in 2019.
WM&T revenue increased $763,000, or 3%, to $23.4 million for the year ended December 31, 2020, as compared with the same period of 2019. While stock market volatility associated with the COVID-19 pandemic had a significant impact on the WM&T department, particularly in the second quarter of 2020, strong market performance in the latter half of the year, record new business growth and a large non-recurring estate fee from the first quarter of 2020 led to WM&T income of $23.4 million.
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Deposit service charges decreased $1.0 million, or 20%, for the year ended December 31, 2020, as compared with the same period in 2019. The steady decline in the volume of fees earned on overdrawn checking accounts experienced over the years prior to 2019 was significantly exacerbated by the pandemic with declines in transaction volume and paper check presentments beginning in April 2020. Stimulus checks, extensions of tax payment due dates, more lucrative unemployment compensation, diminished pandemic spend and PPP funding all impacted consumer behavior in 2020.
Debit and credit card revenue increased $357,000 or 4%, for the year ended December 31, 2020, as compared with the same period in 2019 despite pandemic-related hurdles, as a result of growth in the customer bases. Total debit card income increased $85,000, or 1%, while total credit card income increased $272,000, or 11%. Similar to deposit service charges above, Bancorp saw significant improvement in transaction volume in the latter of half of 2020 as statewide activity restrictions due to the pandemic in Bancorp’s markets implemented earlier in year were eased and/or lifted.
Treasury management fees increased $415,000, or 8%, for the year ended December 31, 2020 compared to 2019, as Bancorp’s was able to overcome the significant decline in pandemic related transaction volume with new product sales and expansion of its customer base (partially attributable to the PPP). The demand for Bancorp’s treasury products increased during the pandemic, as these products allowed customers to operate more efficiently in a decentralized environment.
Mortgage banking revenue increased $3.2 million, or 110%, for the year ended December 31, 2020 as compared with the same period of 2019, as sustained low long-term rates incentivized refinancing activity and resulted in record mortgage banking income. In September 2020, the Bank elected to start retaining a portion of qualified secondary market single family residential real estate loan production from the mortgage banking department on balance sheet in an effort to deploy excess liquidity. Approximately $31 million in 15/30 year fixed rate loans were retained through December 31, 2020, forgoing approximately $845,000 in gain on sales of loans that would typically have been recognized in mortgage banking income.
Net investment product sales commissions and fees increased $277,000, or 18%, for the year December 31, 2020, as compared with the same period of 2019, as market volatility during 2020 led to increased customer trading activity.
Primarily as a result of a $296,000 death benefit received in the third quarter of 2019, BOLI income decreased $338,000, for the year ended December 31, 2020 compared to the prior year.
Other non-interest income decreased $1.2 million, or 40%, for the year ended December 31, 2020 as compared with the same period of 2019. This decrease was driven by a plethora of non-recurring activity that occurred in 2019 including swap fee income of $374,000, a $212,000 gain on the sale of VISA Class B stock originally acquired in a 2013 acquisition, proceeds of $142,000 associated with life insurance policies outside of the traditional BOLI program and a $126,000 banking center relocation incentive.
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Non-interest expenses
| Variance | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 / 2020 | 2020 / 2019 | |||||||||||||||||||||||||||
| Years Ended December 31, (dollars in thousands) | 2021 | 2020 | 2019 | $ | % | $ | % | |||||||||||||||||||||
| Compensation | $ | 63,034 | $ | 51,368 | $ | 49,882 | $ | 11,666 | 23 | % | $ | 1,486 | 3 | % | ||||||||||||||
| Employee benefits | 13,479 | 11,064 | 10,691 | 2,415 | 22 | 373 | 3 | |||||||||||||||||||||
| Net occupancy and equipment | 9,688 | 8,182 | 8,159 | 1,506 | 18 | 23 | — | |||||||||||||||||||||
| Technology and communication | 11,145 | 8,732 | 7,318 | 2,413 | 28 | 1,414 | 19 | |||||||||||||||||||||
| Debit and credit card processing | 4,494 | 2,606 | 2,493 | 1,888 | 72 | 113 | 5 | |||||||||||||||||||||
| Marketing and business development | 4,150 | 2,383 | 3,627 | 1,767 | 74 | (1,244 | ) | (34 | ) | |||||||||||||||||||
| Postage, printing and supplies | 2,213 | 1,778 | 1,652 | 435 | 24 | 126 | 8 | |||||||||||||||||||||
| Legal and professional | 2,583 | 2,392 | 2,138 | 191 | 8 | 254 | 12 | |||||||||||||||||||||
| FDIC insurance | 1,847 | 1,217 | 245 | 630 | 52 | 972 | 397 | |||||||||||||||||||||
| Amortization of investments in tax credit partnerships | 367 | 3,096 | 1,078 | (2,729 | ) | (88 | ) | 2,018 | 187 | |||||||||||||||||||
| Capital and deposit based taxes | 2,090 | 4,386 | 3,870 | (2,296 | ) | (52 | ) | 516 | 13 | |||||||||||||||||||
| Merger expenses | 19,025 | — | 1,313 | 19,025 | 100 | (1,313 | ) | (100 | ) | |||||||||||||||||||
| Federal Home Loan Bank early termination penalty | 474 | — | — | 474 | 100 | — | — | |||||||||||||||||||||
| Other | 7,691 | 4,455 | 5,650 | 3,236 | 73 | (1,195 | ) | (21 | ) | |||||||||||||||||||
| Total non-interest expenses | $ | 142,280 | $ | 101,659 | $ | 98,116 | $ | 40,621 | 40 | % | $ | 3,543 | 4 | % |
Discussion of 2021 vs 2020:
Total non-interest expenses increased $40.6 million, or 40%, for the year ended December 31, 2021 compared to the prior year. Compensation and employee benefits comprised 54% of total non-interest expenses for the year ended December 31, 2021, compared to 61% for the year ended December 31, 2020. Excluding merger expenses, compensation and employee benefits comprised 62% of total non-interest expenses for the year ended December 31, 2021.
Compensation, which includes salaries, incentives, bonuses and stock based compensation, increased $11.7 million, or 23%, for the year ended December 31, 2021 compared to the prior year. The increases were attributed to growth in full time equivalent employees, annual merit-based salary increases and higher incentive compensation expense. Net full time equivalent employees totaled 820 at December 31, 2021 compared to 641 at December 31, 2020. The large increase compared to prior periods was attributed to the addition of 184 FTEs as a result of expansion into the Central Kentucky market (through the acquisition of KB).
Employee benefits consists of all personnel-related expense not included in compensation, with the most significant items being health insurance, payroll taxes and employee retirement plan contributions. Employee benefits increased $2.4 million, or 22%, for the year ended December 31, 2021 compared to the prior year, consistent with the overall increase in full time equivalent employees noted above.
Net occupancy and equipment expenses primarily include depreciation, rent, property taxes, utilities and maintenance. Costs of capital asset additions flow through the statement of income over the lives of the assets in the form of depreciation expense. Net occupancy increased $1.5 million, or 18%, for the year ended December 31, 2021 compared to the prior year. The KB acquisition resulted in the addition of 19 locations and was the primary driver of the increase over the prior year.
Technology and communication expenses include computer software amortization, equipment depreciation and expenditures related to investments in technology needed to maintain and improve the quality of customer delivery channels, information security and internal resources. Technology expense increased $2.4 million, or 28%, for the year ended December 31, 2021 compared to the prior year, attributed mainly to the acquisition, as the core system conversion did not occur until late August.
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Bancorp outsources processing for debit and commercial credit card operations, which generate significant revenue for the Company. These expenses fluctuate consistent with transaction volumes. Debit and credit card processing expense increased $1.9 million, or 72%, for the year ended December 31, 2021, correlating in part with the increase in transaction volume and customer base expansion resulting from both organic and acquisition-related growth that served to increase debit and credit card non-interest income.
Marketing and business development expenses include all costs associated with promoting Bancorp including community support, retaining customers and acquiring new business. Marketing and business development expenses increased $1.8 million, or 74%, for the year ended December 31, 2021 compared to the prior year. Consistent with the Company’s strategic plan, a significant investment was made to advertise and promote the Bank in the Central Kentucky market post-acquisition close. The Company also increased its contribution to the Bank’s foundation established to support various community initiatives, due to strong 2021 operational results. Further, pandemic-related restrictions during 2020 significantly muted travel and entertainment spending, resulting in lower expense last year.
Postage, printing and supplies expense increased $435,000, or 24%, for the year ended December 31, 2021 compared to the prior year, the increase being attributed almost entirely to the KB acquisition and increased customer communication.
Legal and professional fees increased $191,000, or 8%, for the year ended December 31, 2021 compared to the prior year. The increase over prior year was driven largely by increased collection activity in 2021.
FDIC insurance increased $630,000, or 52%, for the year ended December 31, 2021 compared to the prior year. The increase was related to the acquisition and PPP-driven larger balance sheet in addition to the first quarter of 2020 benefitting from the last portion of small institution credits first issued by the FDIC in 2019.
Tax credit partnerships generate federal income tax credits, and for each of Bancorp’s investments in tax credit partnerships, the tax benefit, net of related expenses, results in a positive effect upon net income. Amounts of credits and corresponding expenses can vary widely depending upon the timing and magnitude of the underlying investments. Amortization expense associated with these investments decreased $2.7 million for the year ended December 31, 2021 compared to the prior year due to a large tax credit deal completed in the fourth quarter of 2020.
Capital and deposit based taxes decreased $2.3 million, or 52%, for the year ended December 31, 2021, consistent with the state of Kentucky transitioning financial institutions from a capital-based franchise tax to the Kentucky corporate income tax effective January 1, 2021.
Merger expenses represent non-recurring expenses associated with completion of the KB acquisition and consist primarily of investment banker fees, legal fees, various compensation-related expenses, early termination fees relating to various contracts and system conversion expenses. Merger expenses totaling $525,000 were recorded for the year ended December 31, 2021 related to the pending Commonwealth acquisition.
An early termination fee of $474,000 was incurred during the second quarter of 2021 in relation to the pre-payment of FHLB advances totaling $14 million prior to their respective contractual maturities. Bancorp chose to payoff these term advances, with a weighted average cost of 2.03%, due to its excess liquidity driven by the substantial deposit growth it achieved over the past year, combined with the near-term outlook for low interest rates at the time of pay off. Bancorp had no FHLB advances outstanding as of December 31, 2021.
Other non-interest expenses increased $3.2 million, or 73%, for the year ended December 31, 2021. These increases were driven by a number of factors, including $1.1 million of expense attributed to the KB acquisition, including amortization of the CDI related to KB’s deposit portfolio, expenses associated with the addition of the Captive and other miscellaneous expenses, such as debit and credit card rewards and card losses. Further, large credits to expense were recorded in the prior year associated with a gain on a bank-owned property sold and the reversal of an accrual related to a potential IRS penalty that was dismissed.
Bancorp’s efficiency ratio (FTE) for 2021 of 59.94% increased from 54.06% in 2020 due to the one-time merger-related expenses. Excluding these non-recurring expenses and amortization of investments in tax credit partnerships, the adjusted efficiency ratio, a non-GAAP measure, would have been 51.77% and 52.42% for 2021 and 2020. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
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Discussion of 2020 vs 2019:
Total non-interest expenses increased $3.5 million, or 4%, in 2020 compared to 2019. Compensation and employee benefits comprised 61% and 62% of Bancorp’s total non-interest expenses for 2020 and 2019, respectively.
Compensation increased $1.5 million, or 3%, for 2020 compared to 2019. The increase was attributed to annual merit-based salary increases, higher incentive-related compensation and an increase in full time equivalent employees, which grew from 591 at the beginning of 2019 to 641 at December 31, 2020 boosted by the 2019 KSB acquisition and the addition of sales professionals.
Employee benefits increased $373,000, or 3%, in 2020 compared with 2019 attributed to growth in FTEs.
Net occupancy increased $23,000 for 2020 compared with 2019. Three new locations were added in the second quarter of 2019 as part of the KSB acquisition and an additional branch location was added in the Louisville market during the third quarter of 2019. In 2020, Bancorp opened an additional branch in the Cincinnati MSA, as well as another location in Louisville. As of December 31, 2020, Bancorp had 44 full service banking center locations.
Technology expense increased $1.4 million, or 19%, in 2020 compared to 2019 consistent with expanding customer-facing software and system functionality, as well as increased licensing/maintenance expense, higher mortgage loan processing expenses, treasury management customer expansion and the migration to a hosted core environment during the third quarter of 2020.
Debit and credit card processing expense increased $113,000, or 5%, for 2020 as compared with 2019, consistent with the correlated increase experienced for debit and credit card income.
Marketing and business development expenses decreased $1.2 million, or 34%, for the year ended December 31, 2020, as compared to the same period of 2019. The onset of the pandemic resulted in less physical customer interaction in addition to lower advertising expense. Bancorp committed to pay $116,000 to the Bank’s foundation, established to support various community initiatives, as of December 31, 2020 compared to $600,000 as of December 31, 2019.
Postage, printing and supply expenses increased $126,000, or 8%, in 2020 compared to 2019, as a result of banking center/customer expansion coupled with replacing transaction-based forms throughout the Bank in relation to the migration to a hosted core environment, which occurred in the third quarter of 2020.
Legal and professional fees increased $254,000, or 12%, for 2020 compared to 2019, as a result of various consulting engagements and litigation costs arising through the normal course of business.
FDIC insurance increased $972,000 for the year ended December 31, 2020, as compared to the same period of 2019. As a result of the national FDIC Reserve Ratio reaching 1.38% in 2019, the FDIC released credits to small institutions in the prior year. For this reason, Bancorp recorded no FDIC insurance expense for the third and fourth quarters of 2019, and incurred only a portion of the assessed expense in the first quarter of 2020, as these credits were depleted. FDIC insurance expense normalized in the second quarter of 2020 and ultimately increased in the third and fourth quarters as a result of a higher leverage ratio attributed to a PPP-driven larger balance sheet.
Amortization of investments in tax credit partnership increased $2.0 million from 2020 to 2019 as a result of a large tax credit deal completed in the fourth quarter of 2020.
Capital and deposit based taxes increased $516,000, or 13%, in 2020 compared to 2019 consistent with overall balance sheet growth.
Merger expenses recorded for the year ended December 31, 2019 represent non-recurring expenses associated with completion of the KSB acquisition and consisted primarily of consulting fees, legal fees, various compensation-related expenses and system conversion expenses. No such expense was recorded for the year ended December 31, 2020.
Other non-interest expenses decreased $1.2 million, or 21%, for 2020 compared to 2019 driven by the sale of a bank-owned property recorded as an off-set to non-interest expense in the second quarter of 2020 along with elevated 2019 expense that included the write off of assets totaling $347,000 in connection with signing the contract to migrate to the hosted core processing solution and elevated fraud and robbery-related losses.
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Bancorp’s efficiency ratio (FTE) of 54.06% for 2020 improved from 56.07% in 2019. Excluding amortization of investments in tax credit partnerships and non-recurring merger related expenses, the adjusted efficiency ratio, a non-GAAP measure, would have been 52.42% and 54.70% for 2020 and 2019. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Income Taxes
A comparison of income tax expense and ETR follows:
| Years Ended December 31, (dollars in thousands) | 2021 | 2020 | 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income before income tax expense | $ | 95,397 | $ | 67,743 | $ | 75,660 | ||||||
| Income tax expense | 20,752 | 8,874 | 9,593 | |||||||||
| Effective tax rate | 21.75 | % | 13.10 | % | 12.68 | % |
Discussion of 2021 vs 2020:
Fluctuations in the ETR are primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Bancorp invests in certain partnerships that yield federal income tax credits. Taken as a whole, the tax benefit of these investments exceeds amortization expense, resulting in a positive impact on net income. The timing and magnitude of these transactions may vary widely from period to period. The ETR for 2020 included the full year benefit of a large historic tax credit project that was completed in the fourth quarter of last year, serving to reduce the ETR by 5.5% for the year. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The state of Kentucky passed legislation in 2019 that required financial institutions to transition from a capital based franchise tax to the Kentucky corporate income tax effective January 1, 2021 and allows entities filing a combined Kentucky income tax return to share certain tax attributes, including net operating loss carryforwards. These changes served to increase the ETR 3.5% for the year ended December 31, 2021. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | An insurance captive was acquired as a result of the KB acquisition. The Captive provides insurance against certain risks for which insurance may not currently be available or economically feasible to Bancorp and SYB, as well as a group of third-party insurance captives. The tax advantages of the Captive, including the tax-deductible nature of premiums paid to the Captive as well as the tax-exemption for premiums received by the Captive, serve to reduce income tax expense. For the year ended December 31, 2021, the addition of the Captive reduced the ETR 0.2%. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The stock-based compensation component of the ETR fluctuates consistent with the level of SAR exercise activity. The ETR was reduced by 1.1% and 0.7% for the years ended December 31, 2021 and 2020, respectively. |
The CARES Act includes several significant provisions for corporations including increasing the amount of deductible interest under section 163(j), allowing companies to carryback certain net operating losses, and increasing the amount of net operating loss that corporations can use to offset income. These changes did not have a significant impact on Bancorp’s income taxes for the years ended December 31, 2021 and 2020.
Discussion of 2020 vs 2019:
Fluctuations in the ETR are primarily attributed to the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | The ETR for 2020 benefitted from the impact of a large historic tax credit project that was completed during the fourth quarter of 2020. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In March 2019, the Kentucky Legislature passed HB354 requiring financial institutions to transition from a capital based franchise tax to the Kentucky corporate income tax beginning in 2021. Historically, the franchise tax, a component of non-interest expenses, was assessed at 1.1% of net capital and has averaged $2.5 million annually over the prior two year-end periods. The Kentucky corporate income tax will be assessed at 5% of Kentucky taxable income and will be included as a component of current and deferred state income tax expense. Associated with this change, predominantly during the first quarter of 2019, Bancorp established a Kentucky state DTA related to existing temporary differences estimated to reverse after the effective date of the law change. Bancorp recorded a corresponding state tax benefit, net of federal tax impact of $1.2 million, or approximately $0.06 per diluted share for 2019. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In April 2019, the Kentucky Legislature passed HB458 allowing entities filing a combined Kentucky income return to share certain tax attributed, including net operating loss carryforwards. The combined filing, beginning in 2021, will allow Bancorp’s Holding Company net operating loss carryforwards to offset against net revenue generated by the Bank up to 50% of the Bank’s Kentucky taxable income and reduce Bancorp’s tax liability. Bancorp recorded a state tax benefit, net of federal tax impact of $2.7 million, predominantly in the second quarter of 2019, or approximately $0.12 per diluted share for 2019. |
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Financial Condition – December 31, 2021 Compared to December 31, 2020
Overview
Total assets increased $2.04 billion, or 44%, to $6.65 billion at December 31, 2021 from $4.61 billion at December 31, 2020. Total assets of $1.27 billion were added on May 31, 2021 as a result of the KB acquisition, including loans of $755 million (including PPP) and total AFS debt securities of $396 million. In addition, goodwill of $123 million was recorded in relation to the transaction. Total loans (excluding loans added through the acquisition and the PPP portfolio) grew $291 million, or 10%, between December 31, 2020 and December 31, 2021.
Total liabilities increased $1.80 billion, or 43%, to $5.97 billion at December 31, 2021 from $4.17 billion at December 31, 2020. Total liabilities of $1.16 billion were assumed on May 31, 2021 as a result of the KB acquisition, including total deposits of $1.04 billion. Excluding deposits assumed through the acquisition, deposit balances ended at record levels as of December 31, 2021, growing $760 million, or 19%, since December 31, 2020, as federal stimulus efforts have bolstered deposits and uncertainty surrounding the pandemic has resulted in Bancorp’s customer base maintaining higher balances in general over the past year.
Cash and Cash Equivalents
Cash and cash equivalents increased $643 million to $961 million as of December 31, 2021. Bancorp maintained higher levels of liquidity in 2021 attributable to the PPP, record levels of deposits and acquisition-related growth.
AFS Debt Securities
AFS debt securities include securities that may be sold in response to changes in interest rates, resultant prepayment risk and other factors related to interest rate and prepayment risk changes and are carried at fair value with unrealized gains or losses, net of tax effect, included in stockholders’ equity.
The primary purpose of the AFS debt securities portfolio is to provide another source of interest income, as well as a tool for liquidity management. In managing the composition of the balance sheet, Bancorp seeks a balance between earnings sources and credit and liquidity considerations.
All of Bancorp’s debt securities are classified as AFS. Carrying value is summarized as follows:
| Variance | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, (in thousands) | 2021 | 2020 | $ Change | % Change | ||||||||||||
| U.S. Treasury and other U.S. Government obligations | $ | 122,501 | $ | — | $ | 122,501 | 100 | % | ||||||||
| Government sponsored enterprise obligations | 135,021 | 138,078 | (3,057 | ) | -2 | % | ||||||||||
| Mortgage-backed securities – government agencies | 846,624 | 437,585 | 409,039 | 93 | % | |||||||||||
| Obligations of states and political subdivisions | 75,075 | 11,315 | 63,760 | 563 | % | |||||||||||
| Other | 1,077 | — | 1,077 | 100 | % | |||||||||||
| Total available for sale debt securities | $ | 1,180,298 | $ | 586,978 | $ | 593,320 | 101 | % |
AFS debt securities increased $593 million to $1.18 billion at December 31, 2021 compared to $587 million at December 31, 2020. AFS debt securities totaling $396 million were added as a result of the KB acquisition, approximately $91 million of which were sold shortly after acquisition. In addition, Bancorp continued to actively invest in the securities portfolio during 2021 in an effort to deploy a portion of excess liquidity, a strategy enacted in the latter half of 2020, by purchasing $505 million of AFS debt securities for the year ended December 31, 2021. Partially offsetting growth associated with purchasing activity was scheduled amortization and elevated prepayment activity, largely within the MBS portfolio, as well as market depreciation stemming from an upward move in the interest rate environment experienced through most of 2021. As a result of the activity above, average AFS debt securities grew $446 million, or 98%, over the past twelve months.
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Maturity distribution and weighted average yields of the AFS debt securities portfolio follows:
| December 31, 2021 | Due within one year | Due after one but within five years | Due after five but within ten years | Due after ten years | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||||||
| U.S. Treasury and other U.S. Government obligations | 4,011 | 0.06 | % | 118,490 | 0.50 | % | $ | — | — | % | $ | — | — | % | ||||||||||||||||||
| Government sponsored enterprise obligations | 972 | 1.68 | 12,007 | 0.52 | 13,817 | 1.47 | 108,225 | 2.04 | ||||||||||||||||||||||||
| MBS - government agencies | 916 | -0.17 | 20,995 | 1.07 | 67,263 | 1.59 | 757,450 | 1.29 | ||||||||||||||||||||||||
| Obligations of states and political subdivisions | 415 | 3.88 | 9,044 | 1.38 | 13,866 | 1.46 | 51,750 | 1.80 | ||||||||||||||||||||||||
| Other | 120 | — | — | 957 | 2.19 | — | ||||||||||||||||||||||||||
| $ | 6,434 | 0.52 | % | $ | 160,536 | 0.63 | % | $ | 95,903 | 1.56 | % | $ | 917,425 | 1.41 | % |
Actual maturities for mortgage-backed securities may differ from contractual maturities due to prepayments on underlying collateral.
Loans
Composition of loans by primary loan portfolio class follows:
| Variance | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, (dollars in thousands) | 2021 | 2020 | $ Change | % Change | ||||||||||||
| Commercial real estate - non-owner occupied | $ | 1,128,244 | $ | 833,470 | $ | 294,774 | 35 | % | ||||||||
| Commercial real estate - owner occupied | 678,405 | 508,672 | 169,733 | 33 | % | |||||||||||
| Total commercial real estate | 1,806,649 | 1,342,142 | 464,507 | 35 | % | |||||||||||
| Commercial and industrial - term | 596,710 | 525,776 | 70,934 | 13 | % | |||||||||||
| Commercial and industrial - term - PPP | 140,734 | 550,186 | (409,452 | ) | -74 | % | ||||||||||
| Commercial and industrial - lines of credit | 370,312 | 249,378 | 120,934 | 48 | % | |||||||||||
| Total commercial and industrial | 1,107,756 | 1,325,340 | (217,584 | ) | -16 | % | ||||||||||
| Residential real estate - owner occupied | 400,695 | 239,191 | 161,504 | 68 | % | |||||||||||
| Residential real estate - non-owner occupied | 281,018 | 140,930 | 140,088 | 99 | % | |||||||||||
| Total residential real estate | 681,713 | 380,121 | 301,592 | 79 | % | |||||||||||
| Construction and land development | 299,206 | 291,764 | 7,442 | 3 | % | |||||||||||
| Home equity lines of credit | 138,976 | 95,366 | 43,610 | 46 | % | |||||||||||
| Consumer | 104,294 | 71,874 | 32,420 | 45 | % | |||||||||||
| Leases | 13,622 | 14,786 | (1,164 | ) | -8 | % | ||||||||||
| Credit cards | 17,087 | 10,203 | 6,884 | 67 | % | |||||||||||
| Total Loans (1) | $ | 4,169,303 | $ | 3,531,596 | $ | 637,707 | 18 | % |
(1) Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs.
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The composition of loans is presented below by primary loan portfolio class and bifurcated between Bancorp’s legacy loan portfolio and the loan portfolio attributed to the Central Kentucky market entered as a result of the KB acquisition. This composition is presented to provide detail of the Central Kentucky market’s loan portfolio and its contribution to the total loan composition of Bancorp at December 31, 2021.
| As of December 31, 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Legacy | Central Kentucky | Total | ||||||||
| Commercial real estate - non-owner occupied | $ | 910,065 | $ | 218,179 | $ | 1,128,244 | |||||
| Commercial real estate - owner occupied | 579,599 | 98,806 | 678,405 | ||||||||
| Total commercial real estate | 1,489,664 | 316,985 | 1,806,649 | ||||||||
| Commercial and industrial - term | 535,923 | 60,787 | 596,710 | ||||||||
| Commercial and industrial - term - PPP | 135,004 | 5,730 | 140,734 | ||||||||
| Commercial and industrial - lines of credit | 327,269 | 43,043 | 370,312 | ||||||||
| Total commercial and industrial | 998,196 | 109,560 | 1,107,756 | ||||||||
| Residential real estate - owner occupied | 312,817 | 87,878 | 400,695 | ||||||||
| Residential real estate - non-owner occupied | 120,981 | 160,037 | 281,018 | ||||||||
| Total residential real estate | 433,798 | 247,915 | 681,713 | ||||||||
| Construction and land development | 281,054 | 18,152 | 299,206 | ||||||||
| Home equity lines of credit | 91,882 | 47,094 | 138,976 | ||||||||
| Consumer | 89,352 | 14,942 | 104,294 | ||||||||
| Leases | 13,622 | — | 13,622 | ||||||||
| Credits cards | 15,475 | 1,612 | 17,087 | ||||||||
| Total loans (1) | $ | 3,413,043 | $ | 756,260 | $ | 4,169,303 |
(1) Total loans are presented inclusive of premiums, discounts, and net loan origination fees and costs.
Total loans increased $638 million, or 18%, from December 31, 2020 to December 31, 2021, driven by the addition of $756 million in loans associated with expansion into the Central Kentucky market. While organic growth was substantial, significant forgiveness-related contraction was experienced within the PPP portfolio between December 31, 2020 and December 31, 2021.
Excluding the loan portfolio attributed to the Central Kentucky market, loan contraction of $119 million, or 3%, was experienced between December 31, 2020 and December 31, 2021, as the aforementioned forgiveness activity resulted in PPP portfolio balances declining $409 million during 2021. Partially offsetting the large decline in PPP balances was organic growth of $291 million, or 10%, nearly half of which, or $146 million, was attributed to strong loan production within the CRE portfolio. Further, gradually improving line of credit utilization and the strategic retention of a portion of qualified secondary market single family residential real estate loan production from the mortgage banking department helped drive growth of $78 million and $54 million in the C&I line of credit and residential real estate portfolios, respectively.
After hitting a pandemic-era low at March 31, 2021, total line of credit utilization improved in each subsequent quarter of 2021, led by C&I line utilization improving to 31.8% at December 31, 2021 from 26.1% at December 31, 2020. However, line of credit usage remained well below pre-pandemic levels throughout the year, as the availability of the more favorable PPP lending facility generally disparaged utilization until the program expired on May 31, 2021.
Bancorp originated $637 million PPP loans ($657 million gross of unamortized fees and costs) as part of round one of the program, which expired in August of 2020. As of December 31, 2021, 98% of the dollars originated in round one had been forgiven. All but $52,000 of the $19.6 million in fee income received for round one originations has been recognized life to date.
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Bancorp originated $250 million ($261 million gross of unamortized deferred fees and costs) as part of round two of the PPP program, which expired May 31, 2021. As of December 31, 2021, 49% of the dollars originated had been forgiven and 61% of the fees received for the second round of the program had been recognized life to date. As second round borrowers are not required to make payments for 16 months, it is probable that a significant portion of the borrowing base will seek forgiveness in early to mid-2022 in connection with their tax return preparation.
PPP loans of $141 million ($146 million gross of unamortized deferred fees and costs) were outstanding at December 31, 2021, including $6 million outstanding related to the KB acquisition, compared to $550 million at December 31, 2020. Bancorp has $4.6 million in net unrecognized fees related to the PPP as of December 31, 2021, which are recognized over the life of the respective loans and accelerated when the loans are paid off or forgiven.
In accordance with Section 4013 of the CARES Act and in response to requests from borrowers who experienced business interruptions related to the pandemic, Bancorp extended payment deferrals for those affected borrowers. Depending on the demonstrated need of the customer, Bancorp deferred either the full loan payment or the principal-only portion of respective loan payments for 90 or 180 days for some borrowers directly impacted by the pandemic. As of December 31, 2021 outstanding full payment loan deferrals totaled just $169,000, down from $37 million, or 1.24% of total loans (excluding PPP loans), at December 31, 2020.
Bancorp’s credit exposure is diversified with secured and unsecured loans to individuals and businesses. No specific industry concentration exceeds 10% of loans outstanding. While Bancorp has a diversified loan portfolio, a customer’s ability to honor contracts is somewhat dependent upon the economic stability and/or industry in which that customer does business. Loans outstanding and related unfunded commitments are primarily concentrated within Bancorp’s current market areas, which encompass Louisville, Kentucky, central and eastern Kentucky, Indianapolis, Indiana and Cincinnati, Ohio.
Bancorp occasionally enters into loan participation agreements with other banks to diversify credit risk. For certain participation loans sold, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their ownership share of the loan without permission from Bancorp. GAAP requires the participated portion of these loans to be recorded as secured borrowings. These participated loans are included in the C&I and CRE loan portfolio segments with a corresponding liability recorded in other liabilities. At December 31, 2021 and December 31, 2020, the total participated portion of loans of this nature totaled $5 million and $10 million, respectively.
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The following table presents the maturity distribution and rate sensitivity of the loan portfolio at December 31, 2021:
| Maturity | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 (in thousands) | Within one year | After one but within five years | After five but within fifteen years | Ater fifteen years | Total | % of Total | ||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 40,076 | $ | 453,597 | $ | 232,958 | $ | 147,088 | $ | 873,719 | 77 | % | ||||||||||||
| Variable rate | 44,499 | 116,374 | 92,146 | 1,506 | 254,525 | 23 | % | |||||||||||||||||
| Total | $ | 84,575 | $ | 569,971 | $ | 325,104 | $ | 148,594 | $ | 1,128,244 | 100 | % | ||||||||||||
| Commercial real estate - owner-occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 29,328 | $ | 281,473 | $ | 239,829 | $ | 56,115 | $ | 606,745 | 89 | % | ||||||||||||
| Variable rate | 12,017 | 23,278 | 34,715 | 1,650 | 71,660 | 11 | % | |||||||||||||||||
| Total | $ | 41,345 | $ | 304,751 | $ | 274,544 | $ | 57,765 | $ | 678,405 | 100 | % | ||||||||||||
| Commercial and industrial - term | ||||||||||||||||||||||||
| Fixed rate | $ | 11,414 | $ | 247,254 | $ | 133,499 | $ | 16,356 | $ | 408,523 | 68 | % | ||||||||||||
| Variable rate | 31,081 | 120,111 | 36,995 | - | 188,187 | 32 | % | |||||||||||||||||
| Total | $ | 42,495 | $ | 367,365 | $ | 170,494 | $ | 16,356 | $ | 596,710 | 100 | % | ||||||||||||
| Commercial and industrial - term - PPP | ||||||||||||||||||||||||
| Fixed rate | $ | 8,018 | $ | 132,716 | $ | - | $ | - | $ | 140,734 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | 8,018 | $ | 132,716 | $ | - | $ | - | $ | 140,734 | 100 | % | ||||||||||||
| Commercial and industrial - lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | 6,514 | $ | 16,262 | $ | 25,377 | $ | - | $ | 48,153 | 13 | % | ||||||||||||
| Variable rate | 242,891 | 76,931 | 2,337 | - | 322,159 | 87 | % | |||||||||||||||||
| Total | $ | 249,405 | $ | 93,193 | $ | 27,714 | $ | - | $ | 370,312 | 100 | % | ||||||||||||
| Residential real estate - owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 5,062 | $ | 13,255 | $ | 72,247 | $ | 303,978 | $ | 394,542 | 98 | % | ||||||||||||
| Variable rate | 1,836 | 2,272 | 1,181 | 864 | 6,153 | 2 | % | |||||||||||||||||
| Total | $ | 6,898 | $ | 15,527 | $ | 73,428 | $ | 304,842 | $ | 400,695 | 100 | % | ||||||||||||
| Residential real estate - non-owner occupied | ||||||||||||||||||||||||
| Fixed rate | $ | 9,684 | $ | 70,844 | $ | 70,852 | $ | 120,262 | $ | 271,642 | 97 | % | ||||||||||||
| Variable rate | 4,522 | 2,037 | 2,817 | - | 9,376 | 3 | % | |||||||||||||||||
| Total | $ | 14,206 | $ | 72,881 | $ | 73,669 | $ | 120,262 | $ | 281,018 | 100 | % | ||||||||||||
| Construction and land development | ||||||||||||||||||||||||
| Fixed rate | $ | 20,107 | $ | 31,636 | $ | 54,827 | $ | 9,392 | $ | 115,962 | 39 | % | ||||||||||||
| Variable rate | 65,523 | 76,028 | 40,890 | 803 | 183,244 | 61 | % | |||||||||||||||||
| Total | $ | 85,630 | $ | 107,664 | $ | 95,717 | $ | 10,195 | $ | 299,206 | 100 | % | ||||||||||||
| Home equity lines of credit | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 6,276 | 33,645 | 69,939 | 29,116 | 138,976 | 100 | % | |||||||||||||||||
| Total | $ | 6,276 | $ | 33,645 | $ | 69,939 | $ | 29,116 | $ | 138,976 | 100 | % |
(continued)
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| (continued) | Maturity | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 (in thousands) | Within one year | After one but within five years | After five but within fifteen years | Ater fifteen years | Total | % of Total | ||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Fixed rate | $ | 5,437 | $ | 25,582 | $ | 8,847 | $ | 934 | $ | 40,800 | 39 | % | ||||||||||||
| Variable rate | 51,855 | 11,259 | 380 | - | 63,494 | 61 | % | |||||||||||||||||
| Total | $ | 57,292 | $ | 36,841 | $ | 9,227 | $ | 934 | $ | 104,294 | 100 | % | ||||||||||||
| Leases | ||||||||||||||||||||||||
| Fixed rate | $ | 605 | $ | 9,701 | $ | 3,316 | $ | - | $ | 13,622 | 100 | % | ||||||||||||
| Variable rate | - | - | - | - | - | 0 | % | |||||||||||||||||
| Total | $ | 605 | $ | 9,701 | $ | 3,316 | $ | - | $ | 13,622 | 100 | % | ||||||||||||
| Credit Cards | ||||||||||||||||||||||||
| Fixed rate | $ | - | $ | - | $ | - | $ | - | $ | - | 0 | % | ||||||||||||
| Variable rate | 17,087 | - | - | - | 17,087 | 100 | % | |||||||||||||||||
| Total | $ | 17,087 | $ | - | $ | - | $ | - | $ | 17,087 | 100 | % | ||||||||||||
| Total Loans | ||||||||||||||||||||||||
| Fixed rate | $ | 136,245 | $ | 1,282,320 | $ | 841,752 | $ | 654,125 | $ | 2,914,442 | 70 | % | ||||||||||||
| Variable rate | 477,587 | 461,935 | 281,400 | 33,939 | 1,254,861 | 30 | % | |||||||||||||||||
| Total | $ | 613,832 | $ | 1,744,255 | $ | 1,123,152 | $ | 688,064 | $ | 4,169,303 | 100 | % |
In the event where Bancorp structures a loan with a maturity exceeding five years (typically CRE loans), an automatic rate adjustment will typically be set in place at five years from origination date to limit interest rate sensitivity.
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Non-performing Loans and Assets
Information summarizing non-performing loans and assets follows:
| December 31, (dollars in thousands) | 2021 | 2020 | 2019 | 2018 | 2017 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-accrual loans | $ | 6,712 | $ | 12,514 | $ | 11,494 | $ | 2,611 | $ | 6,511 | ||||||||||
| Troubled debt restructurings | 12 | 16 | 34 | 42 | 869 | |||||||||||||||
| Loans past due 90 days or more and still accruing | 684 | 649 | 535 | 745 | 2 | |||||||||||||||
| Total non-performing loans | 7,408 | 13,179 | 12,063 | 3,398 | 7,382 | |||||||||||||||
| Other real estate owned | 7,212 | 281 | 493 | 1,018 | 2,640 | |||||||||||||||
| Total non-performing assets | $ | 14,620 | $ | 13,460 | $ | 12,556 | $ | 4,416 | $ | 10,022 | ||||||||||
| Non-performing loans to total loans | 0.18 | % | 0.37 | % | 0.42 | % | 0.13 | % | 0.31 | % | ||||||||||
| Non-peforming loans to total loans (excluding PPP) (1) | 0.18 | % | 0.44 | % | — | — | — | |||||||||||||
| Non-performing assets as to total assets | 0.22 | % | 0.29 | % | 0.34 | % | 0.13 | % | 0.31 | % | ||||||||||
| Allowance to non-performing loans | 728 | % | 394 | % | 222 | % | 751 | % | 337 | % |
(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Non-performing loans to total loans were 0.18% at December 31, 2021 compared to 0.37% at December 31, 2020. Non-performing loans to total loans (excluding PPP loans) were 0.18% at December 31, 2021 compared to 0.44% at December 31, 2020.
Non-performing assets increased $1 million to $15 million at December 31, 2021 compared to December 31, 2020, mainly due to foreclosure on a large CRE relationship that was in non-accrual status at December 31, 2020 and shifted to OREO at December 31, 2021.
In total, non-performing assets as of December 31, 2021 were comprised of 103 loans ranging in individual amounts up to $950,000, one nominal accruing TDR loan and foreclosed real estate held for sale. Foreclosed real estate held at December 31, 2021 included two CRE properties and two residential real estate properties.
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The following table presents the major classifications of non-accrual loans by portfolio:
| December 31, (in thousands) | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 720 | $ | 10,278 | |||
| Commercial real estate - owner occupied | 1,748 | 1,403 | |||||
| Total commercial real estate | 2,468 | 11,681 | |||||
| Commercial and industrial - term | 670 | 6 | |||||
| Commercial and industrial - lines of credit | 228 | 88 | |||||
| Total commercial and industrial | 898 | 94 | |||||
| Residential real estate - owner occupied | 1,997 | 413 | |||||
| Residential real estate - non-owner occupied | 293 | 101 | |||||
| Total residential real estate | 2,290 | 514 | |||||
| Construction and land development | — | — | |||||
| Home equity lines of credit | 646 | 221 | |||||
| Consumer | 410 | 4 | |||||
| Leases | — | — | |||||
| Credit cards | — | — | |||||
| Total non-accrual loans | $ | 6,712 | $ | 12,514 |
Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more, unless such a loan is well- secured and in the process of collection or renewal. Interest income recorded on non-accrual loans as principal payments was $312,000, $350,000, and $552,000 for 2021, 2020, and 2019. Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms was $359,000, $457,000, and $491,000 for 2021, 2020, and 2019.
In addition to non-performing loans discussed above, there were loans, which are accruing interest, for which payments were current or less than 90 days past due where borrowers are experiencing elevated financial difficulties. These potential problem loans totaled approximately $40 million and $26 million at December 31, 2021 and 2020. These relationships are monitored closely for possible future inclusion in non-performing loans. Management believes it has adequately reflected credit exposure in these loans in its determination of the allowance.
Loans accounted for as TDRs include modifications from original terms such as those due to bankruptcy proceedings, certain changes to amortization periods or extended suspension of principal payments due to customer financial difficulties. To the extent that Bancorp chooses to work with borrowers by providing reasonable concessions rather than initiating collection, this would result in an increase in loans accounted for as TDRs. TDRs that are in non-accrual status are reported as non-accrual loans. Loans accounted for as TDRs are individually evaluated for impairment and are reported as non-performing loans.
On March 2020, the CARES Act was signed into law. Section 4013 of the CARES Act, “Temporary Relief from Troubled Debt Restructurings,” provides banks the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19. To qualify for Section 4013 of the CARES Act, borrowers must have been current at December 31, 2019. All modifications are eligible as long as they are executed between March 1, 2020 and the earlier of (i) December 31, 2020, or (ii) the 60th day after the end of the COVID-19 national emergency declared by the President of the United States. Multiple modifications of the same credits are allowed and there is no cap on the duration of the modification. On December 21, 2020, certain provisions of the CARES Act, including the temporary suspension of certain requirements related to TDRs, were extended through December 31, 2021.
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Also in March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by the pandemic. The interagency statement was effective immediately and impacted accounting for loan modifications. Under Accounting Standards Codification 310-40, “Receivables – Troubled Debt Restructurings by Creditors,” (“ASC 310-40”), a restructuring of debt constitutes a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.
At both December 31, 2021 and December 31, 2020, Bancorp had one loan classified as a TDR, the balance of which was $12,000 and $16,000, respectively, as of those dates.
Delinquent Loans
Delinquent loans (consisting of all loans 30 days or more past due) totaled $11 million at December 31, 2021 compared to $17 million at December 31, 2020. Delinquent loans total loans were 0.26% and 0.48% at December 31, 2021 and December 31, 2020. Delinquent loans to total loans (excluding PPP loans) were 0.27% and 0.57% at December 31, 2021 and December 31, 2020. See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Allowance for Credit Losses on Loans
The ACL is a valuation allowance for loans estimated at each balance sheet date in accordance with GAAP. When Bancorp deems all or a portion of a loan to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See the footnote titled “Summary of Significant Accounting Policies” for discussion of Bancorp’s ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire ACL on loans is available for any loan that, in Bancorp’s judgment, should be charged-off.
The following table sets forth the ACL by category of loan:
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Allocated Allowance | % of Total ACL on loans | ACL on loans to Total Loans (1) | Allocated Allowance | % of Total ACL on loans | ACL on loans to Total Loans | ||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | 15,960 | 30 | % | 1.41 | % | $ | 19,396 | 37 | % | 2.33 | % | ||||||||||||
| Commercial real estate - owner occupied | 9,595 | 18 | % | 1.41 | % | 6,983 | 13 | % | 1.37 | % | ||||||||||||||
| Total commercial real estate | 25,555 | 48 | % | 1.41 | % | 26,379 | 50 | % | 1.97 | % | ||||||||||||||
| Commercial and industrial - term (1) | 8,577 | 16 | % | 1.44 | % | 8,970 | 17 | % | 1.71 | % | ||||||||||||||
| Commercial and industrial - lines of credit | 4,802 | 9 | % | 1.30 | % | 3,614 | 7 | % | 1.45 | % | ||||||||||||||
| Total commercial and industrial | 13,379 | 25 | % | 1.38 | % | 12,584 | 24 | % | 1.62 | % | ||||||||||||||
| Residential real estate - owner occupied | 4,316 | 8 | % | 1.08 | % | 3,389 | 7 | % | 1.42 | % | ||||||||||||||
| Residential real estate - non-owner occupied | 3,677 | 7 | % | 1.31 | % | 1,818 | 3 | % | 1.29 | % | ||||||||||||||
| Total residential real estate | 7,993 | 15 | % | 1.17 | % | 5,207 | 10 | % | 1.37 | % | ||||||||||||||
| Construction and land development | 4,789 | 9 | % | 1.60 | % | 6,119 | 12 | % | 2.10 | % | ||||||||||||||
| Home equity lines of credit | 1,044 | 2 | % | 0.75 | % | 895 | 2 | % | 0.94 | % | ||||||||||||||
| Consumer | 772 | 1 | % | 0.74 | % | 340 | 1 | % | 0.47 | % | ||||||||||||||
| Leases | 204 | 0 | % | 1.50 | % | 261 | 1 | % | 1.77 | % | ||||||||||||||
| Credit cards | 162 | 0 | % | 0.95 | % | 135 | 0 | % | 1.32 | % | ||||||||||||||
| Total | $ | 53,898 | 100 | % | 1.34 | % | $ | 51,920 | 100 | % | 1.74 | % |
(1) Excludes the PPP loan portfolio at December 31, 2021 and December 31, 2020, which was not reserved for based on the 100% SBA guarantee.
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The adoption of CECL and the subsequent beginning of the pandemic had a material impact on Bancorp’s quarterly ACL on loans calculations for 2020. Upon adoption of ASC 326 on January 1, 2020, Bancorp recorded an increase of $8.2 million to the ACL on loans and a corresponding decrease to retained earnings, net of the DTA impact. The adjustment upon adoption of ASC 326 raised the ACL on loans balance to $37 million effective January 1, 2020.
Bancorp’s ACL on loans was $54 million as of December 31, 2021 compared to $52 million as of December 31, 2020. The change in the ACL on loans was driven by a number of competing factors, which resulted in the $2.0 million, or 4%, increase experienced for the year ended December 31, 2021. Acquisition-related activity was responsible for a total increase to the ACL on loans of $14.2 million, comprised of a $6.8 million day one adjustment for specific reserves placed on acquired PCD loans (offset to goodwill) and $7.4 million of provision expense related to the remaining acquired non-PCD loan portfolio. Partially offsetting the acquisition-related increases was a net reduction of the ACL on loans of $6.0 million for the year ended December 31, 2021 stemming from an improved unemployment forecast, general improvement in other underlying CECL model factors compared to recent periods and updates to Bancorp’s CECL model. Further reducing the ACL on loans were net charge offs of $6.2 million for the year, which were driven by the charge off of two large CRE relationships totaling $4.4 million. Both relationships were fully reserved and the charge off had no income statement impact for the year ended December 31, 2021. Partially offsetting these charge offs was a $555,000 recovery of a note that was fully charged off in 2020.
Outstanding loan balances (excluding PPP) grew $1.05 billion, or 35%, between December 31, 2020 and December 31, 2021, as a result of the loan portfolio added through the KB acquisition and strong organic loan growth. This growth and related changes in the overall loan mix contributed $16.8 million of provision expense for the year ended December 31, 2021. However, a net benefit of $15.4 million stemming from the improvement in the unemployment forecast and underlying CECL model factors mentioned above significantly offset the growth-related expense.
The FRB’s forecast of the Seasonally Adjusted National Civilian Unemployment Rate is the primary loss driver within Bancorp’s CECL model. The actual rate steadily improved over the past year after spiking to 14.8% in April of 2020, standing at 3.9% as of December 31, 2021, which caused the forecast to improve substantially throughout the year. Changes in the unemployment forecast contributed a net benefit to provision for credit losses on loans of approximately $6 million for the year ended December 31, 2021 compared to a net reserve build of approximately $11 million for the year ended December 31, 2020.
The pandemic has had a material impact on Bancorp’s quarterly ACL on loans calculations. While Bancorp has not yet experienced credit quality issues resulting in charge-offs related to the pandemic, the ACL on loans calculation and resulting credit loss expense is significantly impacted by changes in forecasted economic conditions. Should the forecast for economic conditions worsen, Bancorp could experience further increases in its required ACL on loans and record additional credit loss expense. While the execution of payment deferrals under the CARES ACT has assisted credit quality ratios, it is possible that asset quality could worsen at future measurement periods if the effects of the pandemic are prolonged.
While separate from the ACL on loans and recorded in Other Liabilities on Bancorp’s consolidated balance sheets, the ACL for off balance sheet credit exposures decreased $1.9 million, or 35%, to $3.5 million at December 31, 2021. Reductions of the ACL for off balance sheet credit exposures totaling $2.2 million were recorded for the year ended December 31, 2021, as a result of continued improvement in line of credit utilization, attributed largely to the C&I portfolio, and improved CECL model factors. C&I line of credit utilization improved to 31.8% at December 31, 2021 compared to 26.1% at December 31, 2020. While utilization improved significantly during 2021, it still remains well below pre-pandemic levels. Partially offsetting these reductions was the loan portfolio added through the KB acquisition, which resulted in a $250,000 increase in the ACL for off balance sheet credit exposures at acquisition date with no corresponding impact on earnings.
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Summary of Activity in the ACL on Loans
The table below reflects activity in the ACL related to loans for the years ended December 31, 2021 and 2020:
| (in thousands) Year ended December 31, 2021 | Beginning Balance | Initial Allowance on PCD Loans | Provision for Credit Losses on Loans | Charge-offs | Recoveries | Ending Balance | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 19,396 | $ | 1,491 | $ | (2,031 | ) | $ | (3,065 | ) | $ | 169 | $ | 15,960 | |||||||||
| Commercial real estate - owner occupied | 6,983 | 2,112 | 1,826 | (1,909 | ) | 583 | 9,595 | ||||||||||||||||
| Total commercial real estate | 26,379 | 3,603 | (205 | ) | (4,974 | ) | 752 | 25,555 | |||||||||||||||
| Commercial and industrial - term | 8,970 | 1,022 | (112 | ) | (1,337 | ) | 34 | 8,577 | |||||||||||||||
| Commercial and industrial - lines of credit | 3,614 | 1,755 | (567 | ) | - | - | 4,802 | ||||||||||||||||
| Total commercial and industrial | 12,584 | 2,777 | (679 | ) | (1,337 | ) | 34 | 13,379 | |||||||||||||||
| Residential real estate - owner occupied | 3,389 | 142 | 1,134 | (383 | ) | 34 | 4,316 | ||||||||||||||||
| Residential real estate - non-owner occupied | 1,818 | 88 | 1,766 | - | 5 | 3,677 | |||||||||||||||||
| Total residential real estate | 5,207 | 230 | 2,900 | (383 | ) | 39 | 7,993 | ||||||||||||||||
| Construction and land development | 6,119 | - | (1,333 | ) | - | 3 | 4,789 | ||||||||||||||||
| Home equity lines of credit | 895 | 147 | 1 | - | 1 | 1,044 | |||||||||||||||||
| Consumer | 340 | - | 743 | (987 | ) | 676 | 772 | ||||||||||||||||
| Leases | 261 | - | (57 | ) | - | - | 204 | ||||||||||||||||
| Credit cards | 135 | - | 27 | - | - | 162 | |||||||||||||||||
| Total | $ | 51,920 | $ | 6,757 | $ | 1,397 | $ | (7,681 | ) | $ | 1,505 | $ | 53,898 |
| Year ended December 31, 2020 (in thousands) | Beginning Balance | Impact of Adopting ASC 326 | Initial ACL on Loans Purchased with Credit Deterioration | Provision for Credit Losses | Charge-offs | Recoveries | Ending Balance | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate - non-owner occupied | $ | 5,235 | $ | 2,946 | $ | 152 | $ | 11,194 | $ | (143 | ) | $ | 12 | $ | 19,396 | ||||||||||||
| Commercial real estate - owner occupied | 3,327 | 1,542 | 1,350 | 2,115 | (1,351 | ) | - | 6,983 | |||||||||||||||||||
| Total commercial real estate | 8,562 | 4,488 | 1,502 | 13,309 | (1,494 | ) | 12 | 26,379 | |||||||||||||||||||
| Commercial and industrial - term | 6,782 | 365 | - | 1,832 | (18 | ) | 9 | 8,970 | |||||||||||||||||||
| Commercial and industrial - lines of credit | 5,657 | (1,528 | ) | - | (515 | ) | - | - | 3,614 | ||||||||||||||||||
| Total commercial and industrial | 12,439 | (1,163 | ) | - | 1,317 | (18 | ) | 9 | 12,584 | ||||||||||||||||||
| Residential real estate - owner occupied | 1,527 | 1,087 | 99 | 737 | (79 | ) | 18 | 3,389 | |||||||||||||||||||
| Residential real estate - non-owner occupied | 947 | 429 | - | 442 | (2 | ) | 2 | 1,818 | |||||||||||||||||||
| Total residential real estate | 2,474 | 1,516 | 99 | 1,179 | (81 | ) | 20 | 5,207 | |||||||||||||||||||
| Construction and land development | 2,105 | 3,056 | - | 902 | - | 56 | 6,119 | ||||||||||||||||||||
| Home equity lines of credit | 728 | 114 | - | 53 | - | - | 895 | ||||||||||||||||||||
| Consumer | 100 | 264 | 34 | 91 | (508 | ) | 359 | 340 | |||||||||||||||||||
| Leases | 237 | (4 | ) | - | 28 | - | - | 261 | |||||||||||||||||||
| Credit cards - commercial | 146 | (50 | ) | - | 39 | - | - | 135 | |||||||||||||||||||
| Total net loan (charge-offs) recoveries | $ | 26,791 | $ | 8,221 | $ | 1,635 | $ | 16,918 | $ | (2,101 | ) | $ | 456 | $ | 51,920 |
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The table below reflects activity in the ACL related to loans for the year ended December 31, 2019, presented in accordance with ASC 310 prior to the adoption of ASC 326:
| Year ended December 31, 2019 (in thousands) | Beginning Balance | Provision for Credit Losses | Charge-offs | Recoveries | Ending Balance | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate mortgage | $ | 10,681 | $ | 1,021 | $ | (38 | ) | $ | 100 | $ | 11,764 | ||||||||
| Commercial and industrial | 11,965 | 684 | (94 | ) | 267 | 12,822 | |||||||||||||
| Construction and development | 1,760 | (644 | ) | - | 203 | 1,319 | |||||||||||||
| Undeveloped land | 752 | 34 | - | - | 786 | ||||||||||||||
| Consumer | 376 | (95 | ) | (552 | ) | 371 | 100 | ||||||||||||
| Total | $ | 25,534 | $ | 1,000 | $ | (684 | ) | $ | 941 | $ | 26,791 |
The table below details net charge-offs to average loans outstanding by category of loan for the years ended December 31, 2021 and 2020:
| 2021 | 2020 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, (dollars in thousands) | Net (charge offs)/ recoveries | Average Loans | Net (charge offs)/ recoveries to average loans | Net (charge offs)/ recoveries | Average Loans | Net (charge offs)/ recoveries to average loans | ||||||||||||||||||
| Commercial real estate - non-owner occupied | $ | (2,896 | ) | $ | 1,027,405 | -0.28 | % | $ | (131 | ) | $ | 798,085 | -0.02 | % | ||||||||||
| Commercial real estate - owner occupied | (1,326 | ) | 592,577 | -0.22 | % | (1,351 | ) | 481,057 | -0.28 | % | ||||||||||||||
| Total commercial real estate | (4,222 | ) | 1,619,982 | -0.26 | % | (1,482 | ) | 1,279,142 | -0.12 | % | ||||||||||||||
| Commercial and industrial - term | (1,303 | ) | 550,101 | -0.24 | % | (9 | ) | 500,571 | 0.00 | % | ||||||||||||||
| Commercial and industrial - term - PPP | - | 397,282 | 0.00 | % | - | 442,510 | 0.00 | % | ||||||||||||||||
| Commercial and industrial - lines of credit | - | 290,231 | 0.00 | % | - | 264,777 | 0.00 | % | ||||||||||||||||
| Total commercial and industrial | (1,303 | ) | 1,237,614 | -0.11 | % | (9 | ) | 1,207,858 | 0.00 | % | ||||||||||||||
| Residential real estate - owner occupied | (349 | ) | 334,718 | -0.10 | % | (61 | ) | 218,998 | -0.03 | % | ||||||||||||||
| Residential real estate - non-owner occupied | 5 | 221,214 | 0.00 | % | - | 137,470 | 0.00 | % | ||||||||||||||||
| Total residential real estate | (344 | ) | 555,932 | -0.06 | % | (61 | ) | 356,468 | -0.02 | % | ||||||||||||||
| Construction and land development | 3 | 290,705 | 0.00 | % | 56 | 259,283 | 0.02 | % | ||||||||||||||||
| Home equity lines of credit | 1 | 121,276 | 0.00 | % | - | 100,616 | 0.00 | % | ||||||||||||||||
| Consumer | (311 | ) | 98,093 | -0.32 | % | (149 | ) | 77,082 | -0.19 | % | ||||||||||||||
| Leases | - | 13,770 | 0.00 | % | - | 14,897 | 0.00 | % | ||||||||||||||||
| Credit cards | - | 13,885 | 0.00 | % | - | 9,563 | 0.00 | % | ||||||||||||||||
| Total | $ | (6,176 | ) | $ | 3,951,257 | -0.16 | % | $ | (1,645 | ) | $ | 3,304,909 | -0.05 | % |
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Selected ratios relating to the allowance follow:
| Years Ended December 31, | 2021 | 2020 | 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Provision for credit losses to average loans | 0.04 | % | 0.51 | % | 0.04 | % | ||||||
| Net (charge-offs)/recoveries to average loans | -0.16 | % | -0.05 | % | 0.01 | % | ||||||
| Allowance for credit losses to average loans | 1.36 | % | 1.57 | % | 0.99 | % | ||||||
| Allowance for credit losses to total loans | 1.29 | % | 1.47 | % | 0.94 | % | ||||||
| Allowance for credit losses to total loans (excluding PPP) (1) | 1.34 | % | 1.74 | % | — |
(1) See the section titled “Non-GAAP Financial Measures” for reconcilement of non-GAAP to GAAP measures.
Premises and Equipment
Premises and equipment are presented on the consolidated balance sheets net of related depreciation on the respective assets as well as fair value adjustments associated with purchase accounting. Premises and equipment increased $19 million, or 33%, between December 31, 2020 and December 31, 2021 as a result of the KB acquisition, which added 19 locations. As of December 31, 2021, Bancorp has 63 full service banking center locations; 33 in the Louisville MSA, 19 in central and eastern Kentucky, 6 in the Cincinnati MSA and 5 in the Indianapolis MSA.
BOLI
Bank-owned life insurance assets increased $20 million, or 60%, to $53 million at December 31, 2021, compared to $33 million at December 31, 2020, the increase stemming directly from life insurance assets added as a result of the KB acquisition.
Goodwill
At December 31, 2021, Bancorp had $136 million in goodwill recorded on its balance sheet, including $123 million recorded in association with the acquisition of KB. As permitted under GAAP, management has up to 12 months following the date of acquisition to finalize the fair values of the acquired assets and assumed liabilities related to the KB acquisition. During this measurement period, Bancorp may record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date.
Events that may trigger goodwill impairment include deterioration in economic conditions, a decline in market-dependent multiples or metrics (i.e. stock price falling below tangible book value), negative trends in overall financial performance and regulatory action. At September 30, 2021, Bancorp elected to perform a qualitative assessment to determine if it was more-likely-than-not that the fair value of the Commercial Banking reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was not more-likely-than-not that the carrying value of the reporting unit exceeded its fair value.
Core Deposit Intangibles (CDI)
CDI assets arising from business acquisitions are initially measured at fair value and are then amortized on an accelerated method of their useful lives. CDI assets increased $4 million as of December 31, 2021 compared to December 31, 2020, entirely as a result of assets added through the KB acquisition.
Other Assets and Other Liabilities
Other assets increased $15 million, or 21%, as of December 31, 2021 compared to December 31, 2020 while other liabilities increased $9 million, or 10%, for the same respective periods.
The increase in Other Assets between December 31, 2020 and December 31, 2021 was attributed mainly to the addition of a large CRE OREO property, growth in MSR assets stemming from the KB acquisition, increased values of insurance policies outside of traditional BOLI, additional investment in tax credit partnerships and general increases in other assets related to the KB acquisition. Partially offsetting the overall increase was a reduction in interest rate swap assets.
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The increase for Other Liabilities between December 31, 2020 and December 31, 2021 was driven by the accrual of an AFS debt security purchase that will settle in early 2022 and higher accrued employee incentive compensation associated with record operating results. These increases were offset by the reduction of various accrued liabilities, including tax credit partnership obligations, the ACL for off balance sheet credit exposures and interest rate swap liabilities.
Market value changes on interest rate swap transactions maintained for certain loan customers played a role in the fluctuations of both Other Asset and Other Liabilities, as noted above. Bancorp enters into these interest rate swap transactions with borrowers who desire to hedge exposure to rising interest rates, while at the same time entering into an offsetting interest rate swap, with substantially matching terms, with another approved independent counterparty. These are undesignated derivative instruments and are recognized on the balance sheet at fair value via both an asset and a related liability as Bancorp has an agreement with the borrower (the asset) and the counterparty (the liability). Because of matching terms of offsetting contracts and collateral provisions mitigating any non-performance risk, changes in fair value have an offsetting effect on the related asset and liability. For this reason, the market value changes over the past 12 months stemming from the declining interest rate environment have resulted in increases to both the asset and liability associated with these transactions. For additional information, see the footnote titled “Derivative Financial Instruments.”
Deposits
Total deposits increased $1.80 billion, or 45%, from December 31, 2020 to December 31, 2021. Deposits totaling $1.04 billion were assumed as a result of the KB acquisition. Deposit balances attributed to the acquired portfolio and related market increased slightly to $1.08 billion as of December 31, 2021. Excluding the deposits attributed to the Central Kentucky market, deposits grew $718 million, or 18%. Average deposit balances have increased $1.27 billion, or 35%, over the past 12 months, as federal programs such as the PPP, stimulus checks and enhanced unemployment benefits drove both ending and average deposit balances to record levels as of December 31, 2021 in addition to deposits added as a result of the acquisition.
| (dollars in thousands) | Variance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | 2021 | 2020 | $ Change | % Change | ||||||||||||
| Non-interest bearing demand deposits | $ | 1,755,754 | $ | 1,187,057 | $ | 568,697 | 48 | % | ||||||||
| Interest bearing deposits: | ||||||||||||||||
| Interest bearing demand | 2,131,928 | 1,355,985 | 775,943 | 57 | % | |||||||||||
| Savings | 415,258 | 208,774 | 206,484 | 99 | % | |||||||||||
| Money market | 1,050,352 | 844,414 | 205,938 | 24 | % | |||||||||||
| Time deposit accounts of $250,000 or more | 89,745 | 73,065 | 16,680 | 23 | % | |||||||||||
| Other time deposits | 344,477 | 319,339 | 25,138 | 8 | % | |||||||||||
| Total time deposits | 434,222 | 392,404 | 41,818 | 11 | % | |||||||||||
| Total interest bearing deposits | 4,031,760 | 2,801,577 | 1,230,183 | 44 | % | |||||||||||
| Total deposits (1) | $ | 5,787,514 | $ | 3,988,634 | $ | 1,798,880 | 45 | % |
(1) Includes $5 million and $25 million in brokered deposits as of December 31, 2021 and December 31, 2020, respectively.
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The composition of deposits, bifurcated between Bancorp’s legacy deposit portfolio and the deposit portfolio acquired through expansion into the Central Kentucky market through the KB acquisition, is presented below. This composition is presented to provide detail of the Central Kentucky market’s deposit portfolio and its contribution to the total deposit composition of Bancorp at December 31, 2021.
| As of December 31, 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Legacy | Central Kentucky | Total | ||||||||
| Non-interest bearing demand deposits | $ | 1,533,188 | $ | 222,566 | $ | 1,755,754 | |||||
| Interest bearing deposits: | |||||||||||
| Interest bearing demand | 1,628,598 | 503,330 | 2,131,928 | ||||||||
| Savings | 258,032 | 157,226 | 415,258 | ||||||||
| Money market | 961,579 | 88,773 | 1,050,352 | ||||||||
| Time deposit accounts of $250,000 or more | 66,045 | 23,700 | 89,745 | ||||||||
| Other time deposits(1) | 259,636 | 84,841 | 344,477 | ||||||||
| Total time deposits | 325,681 | 108,541 | 434,222 | ||||||||
| Total interest bearing deposits | 3,173,890 | 857,870 | 4,031,760 | ||||||||
| Total deposits | $ | 4,707,078 | $ | 1,080,436 | $ | 5,787,514 |
Despite the sharp average balance increase experienced over the past twelve months, Bancorp has experienced significant benefit from lower deposit rates. The average cost of interest bearing deposits declined 25 bps to 0.17% between December 31, 2020 and December 31, 2021, while the overall cost of deposits (including non-interest bearing deposits) declined 14 bps to 0.15% over the same period.
Average deposit balances and average rates paid on such deposits for the years indicated are summarized as follows:
| 2021 | 2020 | 2019 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, (dollars in thousands) | Average balance | Average rate | Average balance | Average rate | Average balance | Average rate | ||||||||||||||||||
| Non-interest bearing demand deposits | $ | 1,578,795 | — | % | $ | 1,100,942 | — | % | $ | 765,103 | — | % | ||||||||||||
| Interest bearing demand deposits | 1,633,606 | 0.11 | 1,133,308 | 0.16 | 875,897 | 0.57 | ||||||||||||||||||
| Savings deposits | 328,570 | 0.03 | 190,368 | 0.02 | 166,509 | 0.17 | ||||||||||||||||||
| Money market deposits | 919,778 | 0.06 | 771,363 | 0.19 | 695,411 | 1.02 | ||||||||||||||||||
| Time deposits | 420,308 | 0.76 | 412,506 | 1.74 | 406,176 | 2.02 | ||||||||||||||||||
| Total Average Deposits | $ | 4,881,057 | $ | 3,608,487 | $ | 2,909,096 |
Maturities of time deposits of $250,000 or more at December 31, 2021 are summarized as follows:
| (in thousands) | |||
|---|---|---|---|
| 3 months or less | $ | 16,561 | |
| Over 3 through 6 months | 13,215 | ||
| Over 6 through 12 months | 35,753 | ||
| Over 12 months | 24,216 | ||
| Total | $ | 89,745 |
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Securities Sold Under Agreement to Repurchase
Information regarding SSUAR follows:
| December 31, (dollars in thousands) | 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding balance at end of period | $ | 75,466 | $ | 47,979 | ||||
| Weighted average interest rate at end of period | 0.04 | % | 0.05 | % |
| Years Ended December 31, (dollars in thousands) | 2021 | 2020 | 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average outstanding balance during the period | $ | 62,534 | $ | 40,363 | $ | 38,555 | ||||||
| Average interest rate during the period | 0.04 | % | 0.09 | % | 0.26 | % | ||||||
| Maximum outstanding at any month end during the period | $ | 81,964 | $ | 47,979 | $ | 52,599 |
SSUARs are collateralized by securities and are treated as financings; accordingly, the securities involved with the agreements are recorded as assets and are held by a safekeeping agent and the obligations to repurchase the securities are reflected as liabilities. All securities underlying the agreements are under the Bank’s control. The majority of SSUARs are indexed to immediately repricing indices such as the FFTR.
SSUARs totaled $75 million and $48 million at December 31, 2021 and December 31, 2020, respectively, as SSUARs totaling $11 million were assumed as part of the KB acquisition. The remaining increase in SSUAR is consistent with the general trend of customers maintaining elevated deposit balances.
Federal Funds Purchased and Other Short-Term Borrowing
FFP and other short-term borrowing balances decreased $1 million, or 10%, between December 31, 2020 and December 31, 2021. At December 31, 2021, FFP relate entirely to excess liquidity held by downstream correspondent bank customers of Bancorp.
FHLB Advances
FHLB advances decreased $32 million between December 31, 2020 and December 31, 2021 due to maturing advances not being renewed or replaced in addition to elective pay offs, resulting in Bancorp having no outstanding FHLB advances at December 31, 2021. During the first quarter of 2021, Bancorp elected to pay down certain advances prior to maturity without incurring pre-payment penalties. During the second quarter of 2021, Bancorp paid off $14 million of term advances, with a weighted average cost of 2.03%, prior to their maturity incurring an early-termination fee of $474,000. Bancorp based this decision on its excess liquidity position driven by the substantial deposit growth it achieved over the past year, combined with consideration for the cost of the advances and a break-even analysis.
As a result of the KB acquisition, FHLB advances totaling $91 million were assumed and paid off immediately upon acquisition based on current levels of excess liquidity. Early termination penalties totaling $2.5 million were incurred as a result of the payoffs, but had no income statement impact for the year ended December 31, 2021 due to the fair value adjustment recorded through goodwill at acquisition.
Liquidity
The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in supply of those funds. Liquidity is provided by short-term assets that can be converted to cash, AFS debt securities, various lines of credit available to Bancorp, and the ability to attract funds from external sources, principally deposits. Management believes it has the ability to increase deposits at any time by offering rates slightly higher than market rate.
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Bancorp’s Asset/Liability Committee is comprised of senior management and has direct oversight responsibility for Bancorp’s liquidity position and profile. A combination of reports provided to management details internal liquidity metrics, composition and level of the liquid asset portfolio, timing differences in short-term cash flow obligations, and exposure to contingent draws on Bancorp’s liquidity.
For the years ended December 31, 2020 and 2021, Bancorp did not experience any significant funding issues related to the PPP or the pandemic in general. A significant portion of the PPP borrowings have remained in the form of commercial deposits and have generally been slow to outflow, as customers have utilized the funds to strengthen their balance sheets. In addition, federal stimulus checks and more lucrative unemployment benefits have also contributed to higher than normal deposit balances, resulting in record levels of liquidity. If a liquidity issue arose, Bancorp would utilize overnight funds from the FHLB (the lowest costing source), in which ‐‐‐‐‐‐Bancorp has available credit of $1.00 billion as of December 31, 2021.
Bancorp’s most liquid assets are comprised of cash and due from banks, FFS and AFS debt securities. FFS and interest bearing deposits totaled $899 million and $275 million at December 31, 2021 and December 31, 2020, respectively. FFS normally have overnight maturities while interest-bearing deposits in banks are accessible on demand. These investments are used for general daily liquidity purposes. The fair value of the AFS debt security portfolio was $1.18 billion and $587 million at December 31, 2021 and December 31, 2020, respectively. The investment portfolio includes scheduled maturities of $6 million and expected cash flows on amortizing AFS debt securities of approximately $185 million (based on scheduled payments and assumed pre-payment speeds as of December 31, 2021) over the next 12 months. Combined with FFS and interest bearing deposits from banks, AFS debt securities offer substantial resources to meet either loan growth or reductions in Bancorp’s deposit funding base. Bancorp pledges portions of its investment securities portfolio to secure public funds, cash balances of certain WM&T accounts and SSUAR. At December 31, 2021, total investment securities pledged for these purposes comprised 75% of the AFS debt securities portfolio, leaving approximately $301 million of unpledged AFS debt securities.
Bancorp’s deposit base consists mainly of core deposits, defined as time deposits less than or equal to $250,000, demand, savings, money market deposit accounts and excludes public funds and brokered deposits. At December 31, 2021, such deposits totaled $5.05 billion and represented 87% of Bancorp’s total deposits, as compared with $3.54 billion, or 89% of total deposits at December 31, 2020. Because these core deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships, they do not place undue pressure on liquidity. However, many of Bancorp’s individual depositors are currently maintaining historically high balances. These excess balances may be more sensitive to market rates, with potential decreases possibly straining Bancorp’s liquidity position.
As of December 31, 2021 and December 31, 2020, Bancorp held brokered deposits totaling $5 million and $25 million, respectively. The $5 million of brokered deposits outstanding at December 31, 2021 was entirely attributed to deposits added through the KB acquisition.
Included in total deposit balances at December 31, 2021 and 2020 were $645 million and $355 million, respectively, of public funds generally comprised of accounts from local government agencies and public school districts in the markets in which Bancorp operates. The large increase stems from deposit relationships added through expansion into the Central Kentucky market.
Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp has access to credit products of the FHLB. Bancorp views these borrowings as a potential low cost alternative to brokered deposits. At December 31, 2021 and December 31, 2020, available credit from the FHLB totaled $1.00 billion and $804 million, respectively. The increase in available credit during 2021 resulted from an increase in eligible loans (those pledged for collateral-based borrowing capacity) and the maturity or elective payoff of all FHLB borrowings. See the footnote titled “FHLB Advances” for additional detail. Additionally, Bancorp had unsecured available FFP lines with correspondent banks totaling $80 million at both December 31, 2021 and December 31, 2020.
During the normal course of business, Bancorp enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through Bancorp’s various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of Bancorp’s liquidity.
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Bancorp’s principal source of cash revenue is dividends paid to it as the sole shareholder of the Bank. As discussed in the footnote titled “Commitments and Contingent Liabilities,” as of January 1st of any year, the Bank may pay dividends in an amount equal to the Bank’s net income of the prior two years less any dividends paid for the same two years. At December 31, 2021, the Bank may pay an amount equal to $53 million in dividends to Bancorp without regulatory approval subject to ongoing capital requirements of the Bank.
Sources and Uses of Cash
Cash flow is provided primarily through financing activities of Bancorp, which include raising deposits and borrowing funds from institutional sources such as advances from the FHLB and FFP, as well as scheduled loan repayments and cash flows from AFS debt securities. These funds are primarily used to facilitate investment activities of Bancorp, which include making loans and purchasing securities for the investment portfolio. Another important source of cash is net income of the Bank from operating activities. For further detail regarding the sources and uses of cash, see the “Consolidated Statements of Cash Flows” in Bancorp’s consolidated financial statements.
Commitments
In the normal course of business, Bancorp is party to activities that contain credit, market and operational risk that are not reflected in whole or in part in Bancorp’s consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt.
Bancorp provides customers with off-balance sheet credit support through loan commitments and standby letters of credit. Unused loan commitments increased $300 million as of December 31, 2021 compared to December 31, 2020 consistent with the KB acquisition.
Commitments to extend credit are an agreement to lend to a customer as long as collateral is available as agreed upon and there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp uses the same credit and collateral policies in making commitments and conditional guarantees as for on-balance sheet instruments. Bancorp evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, securities, equipment and real estate. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.
Additional detail regarding credit-related financial instruments, including both commitments to extend credit and letters of credit at December 31, 2021 are as follows:
| Amount of commitment expiration per period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | 1-3 | 3-5 | Over 5 | ||||||||||||||||
| (in thousands) | 1 year | years | years | years | Total | ||||||||||||||
| Unused loan commitments | $ | 929,296 | $ | 365,662 | $ | 113,717 | $ | 251,698 | $ | 1,660,373 | |||||||||
| Standby letters of credit | 30,265 | 480 | 34 | — | 30,779 |
See the footnote titled “Commitments and Contingent Liabilities” for additional detail.
At December 31, 2021 and December 31, 2020, Bancorp had accrued $3.5 million and $5.4 million, respectively, in other liabilities for its estimate of inherent risks related to unfunded credit commitments. The decrease is consistent with improvement in both line of credit utilization and the underlying CECL model factors.
Standby letters of credit are conditional commitments issued by Bancorp to guarantee the performance of a customer to a third party beneficiary. Those guarantees are primarily issued to support commercial transactions. Standby letters of credit generally have maturities of one to two years.
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In addition to owned banking facilities, Bancorp has entered into long-term leasing arrangements for certain branch facilities. Bancorp also has required future payments for a non-qualified defined benefit retirement plan, time deposit maturities and other obligations.
Required payments under such commitments at December 31, 2021 are as follows:
| Payments due by period | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than | 1-3 | 3-5 | Over 5 | ||||||||||||||||
| (in thousands) | 1 year | years | years | years | Total | ||||||||||||||
| Time deposit maturities | $ | 320,741 | $ | 96,422 | $ | 16,977 | $ | 82 | $ | 434,222 | |||||||||
| Operating leases (1) | 2,634 | 5,081 | 3,532 | 7,699 | 18,946 | ||||||||||||||
| Defined benefit retirement plan | — | 137 | 356 | 2,785 | 3,278 | ||||||||||||||
| Other (2) | 1,616 | 1,865 | 1,588 | 2,673 | 7,742 |
(1) Includes assumed renewals.
(2) Consists primarily of contractual requirements relating to tax credit investments and community sponsorships.
Capital
Information pertaining to Bancorp’s capital balances and ratios follows:
| Years ended December 31, (dollars in thousands, except per share data) | 2021 | 2020 | 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stockholders’ equity | $ | 675,869 | $ | 440,701 | $ | 406,297 | ||||||
| Dividends per share | $ | 1.10 | $ | 1.08 | $ | 1.04 | ||||||
| Dividend payout ratio, based on basic EPS | 36.67 | % | 41.38 | % | 35.62 | % |
Bancorp increased its cash dividends declared to stockholders during 2021 to an annual dividend of $1.10, from $1.08 per share in 2020 and $1.04 in 2019. This represents a payout ratio of 36.67% based on basic EPS and an annual dividend yield of 1.72% based upon the year-end closing stock price.
At December 31, 2021, stockholders’ equity totaled $676 million, representing an increase of $235 million, or 53%, compared to December 31, 2020. The large increase during 2021 was attributed mainly to stock issued in relation to the KB acquisition, which totaled $205 million. Further, net income of $74.6 million was partially offset by a larger negative change in AOCI and dividends declared for the year ended December 31, 2021. AOCI consists of net unrealized gains or losses on AFS debt securities and a minimum pension liability, each net of income taxes. AOCI declined $17 million from December 31, 2020 to December 31, 2021, with the fluctuation stemming from the changing interest rate environment and corresponding valuation of the AFS debt securities portfolio. See the “Consolidated Statement of Changes in Stockholders’ Equity” for further detail of changes in equity.
In May 2021, Bancorp’s Board of Directors extended its share repurchase program authorizing the repurchase of up to 1 million shares, or approximately 4% of Bancorp’s total common shares outstanding at inception. The plan, which will expire in May 2023 unless otherwise extended or completed at an earlier date, does not obligate Bancorp to repurchase any specific dollar amount or number of shares prior to the plan’s expiration. Based on economic developments over the past year, the increased importance of capital preservation and the announcement of two acquisitions, no shares were repurchased in 2020 nor 2021. Approximately 741,000 shares remain eligible for repurchase under the current repurchase plan.
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Bank holding companies and their subsidiary banks are required by regulators to meet risk-based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The value of both balance sheet and off-balance sheet items are adjusted to reflect credit risks. See the footnote titled “Regulatory Matters” for additional detail regarding regulatory capital requirements, as well as capital ratios of Bancorp and the Bank. The Bank exceeds regulatory capital ratios required to be well-capitalized. Regulatory framework does not define well capitalized for holding companies. Management considers the effects of growth on capital ratios as it contemplates plans for expansion.
The following table sets forth consolidated Bancorp’s and the Bank’s risk based capital ratios:
| December 31, | 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total risk-based capital (1) | ||||||||
| Consolidated | 12.79 | % | 13.36 | % | ||||
| Bank | 12.42 | 12.99 | ||||||
| Common equity tier 1 risk-based capital (1) | ||||||||
| Consolidated | 11.94 | 12.23 | ||||||
| Bank | 11.56 | 11.85 | ||||||
| Tier 1 risk-based capital (1) | ||||||||
| Consolidated | 11.94 | 12.23 | ||||||
| Bank | 11.56 | 11.85 | ||||||
| Leverage (2) | ||||||||
| Consolidated | 8.86 | 9.57 | ||||||
| Bank | 8.57 | 9.26 |
(1) Under banking agencies’ risk-based capital guidelines, assets and credit-equivalent amounts of derivatives and off-balance sheet credit exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. Weighted values are added together, resulting in Bancorp's total risk-weighted assets. These ratios are computed in relation to average assets.
(2) Ratio is computed in relation to average assets.
Capital ratios for the year ended December 31, 2021 decreased compared to the prior year as a result of substantial average asset and risk-weighted asset growth, driven by both organic and acquisition-related activity. While pressure was placed on risk-based capital and leverage ratios due to this growth, Bancorp continues to exceed the regulatory requirements for all calculations. Bancorp and the Bank intend to maintain a capital position that meets or exceeds the “well-capitalized” requirements as defined by the FRB and the FDIC, in addition to the capital conservation buffer.
Banking regulators have categorized the Bank as well-capitalized. To meet the definition of well-capitalized for prompt corrective action requirements, a bank must have a minimum 6.5% Common Equity Tier 1 Risk-Based Capital ratio, 8.0% Tier 1 Risk-Based Capital ratio, 10.0% Total Risk-Based Capital ratio and 5.0% Tier 1 Leverage ratio.
Additionally, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, Bancorp and the Bank must hold a 2.5% capital conservation buffer composed of Common Equity Tier 1 Risk-Based Capital above the minimum risk-based capital requirements for the Common Equity Tier 1 Risk-Based Capital ratio, Tier 1 Risk-Based Capital ratio and Total Risk-Based Capital ratio necessary to be considered adequately-capitalized. At December 31, 2021, the adequately-capitalized minimums, including the capital conservation buffer, were a 6.0% Common Equity Tier 1 Risk-Based Capital ratio, 8.5% Tier 1 Risk-Based Capital ratio and 10.5% Total Risk-Based Capital ratio.
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As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, Bancorp elected the option to delay the estimated impact on regulatory capital related to the adoption of ASC 326 “Financial Instruments – Credit Losses,” or CECL, which was effective January 1, 2020. The initial impact of adoption of ASC 326, as well as 25% of the quarterly increases in the ACL subsequent to adoption of ASC 326 (collectively the “transition adjustments”) were declared to be delayed for two years. After two years, the cumulative amount of the transition adjustments will become fixed and will be phased out of the regulatory capital calculations evenly over a three-year period, with 75% recognized in year three, 50% recognized in year four and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed. Had Bancorp not elected to defer the regulatory capital impact of CECL, the post ASC 326 adoption capital ratios of Bancorp and the Bank would have exceeded the well-capitalized level.
Fair Value Measurements
Bancorp follows the provisions of authoritative guidance for fair value measurements. This guidance is definitional and disclosure oriented and addresses how companies should approach measuring fair value when required by GAAP. It prescribes various disclosures about financial statement categories and amounts which are measured at fair value, if such disclosures are not already specified elsewhere in GAAP.
Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. The guidance requires fair value measurements to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on significant unobservable, internally-derived inputs).
Bancorp’s AFS debt securities and interest rate swaps are recorded at fair value on a recurring basis. Other accounts including mortgage loans held for sale, MSRs, impaired loans and OREO may be recorded at fair value on a non-recurring basis, generally in the application of lower of cost or market adjustments or write-downs of specific assets.
The AFS debt securities portfolio is comprised of U.S. Treasury and other U.S. government obligations, debt securities of U.S. government-sponsored corporations (including mortgage-backed securities), and obligations of state and political subdivisions. U.S. Treasury securities are priced using quoted prices of identical securities in an active market. These measurements are classified as Level 1 in the hierarchy above. All other securities are priced using standard industry models or matrices with various assumptions such as yield curves, volatility, prepayment speeds, default rates, time value, credit rating and market prices for similar instruments. These assumptions are generally observable in the market place and can be derived from or supported by observable data. These measurements are classified as Level 2 in the hierarchy above.
Interest rate swaps are valued using primarily Level 2 inputs. Fair value measurements generally based on benchmark forward yield curves and other relevant observable market data. For purposes of potential valuation adjustments to derivative positions, Bancorp evaluates the credit risk of its counterparties as well as its own credit risk. To date, Bancorp has not realized any losses due to a counterparty’s inability to perform and the change in value of derivative assets and liabilities attributable to credit risk was not significant during 2019, 2020 and 2021.
MSRs, carried in other assets and recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At December 31, 2021 and 2020, there was no valuation allowance for MSRs, as fair value exceeded carrying value.
Loans considered to be collateral dependent are measured for impairment and, if indicated, a specific allocation is established based on the value of underlying collateral. Collateral dependent loans include non-accrual loans and loans accounted for as TDRs. For collateral dependent loans, fair value amounts represent only those loans with specific valuation allowances and loans charged down to their carrying value. At December 31, 2021 and December 31, 2020, the carrying value of collateral dependent loans measured at fair value on a non-recurring basis was $7 million and $8 million. These measurements are classified as Level 3.
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OREO, which is carried in other assets at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is commonly based on recent real estate appraisals or valuations performed by internal or external parties which use judgments and assumptions that are property-specific and sensitive to changes in the overall economic environment. Appraisals may be further discounted based on management’s historical knowledge and/or changes in market conditions from the date of the most recent appraisal. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3. OREO is equal to the carrying value of only parcels of OREO for which carrying value equals appraised value. If a parcel of OREO has a carrying value below its appraised value, it is not considered to be carried at fair value. The losses represent write-downs which occurred during the period indicated. At December 31, 2021 and 2020, the carrying value of OREO was $7 million and $281,000.
See the Footnote titled “Assets and Liabilities Measured and Reported at Fair Value,” for additional detail regarding fair value measurements.
Non-GAAP Financial Measures
The following table provides a reconciliation of total stockholders’ equity in accordance with GAAP to tangible stockholders’ equity (TCE), a non-GAAP disclosure. Bancorp provides the TCE per share, a non-GAAP measure, in addition to those defined by banking regulators, based on its widespread use by investors as a means to evaluate capital adequacy:
| December 31, (dollars in thousands, except per share data) | 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total stockholders' equity - GAAP (a) | $ | 675,869 | $ | 440,701 | ||||
| Less: Goodwill | (135,830 | ) | (12,513 | ) | ||||
| Less: Core deposit intangible | (5,596 | ) | (1,962 | ) | ||||
| Tangible common equity - Non-GAAP (c) | $ | 534,443 | $ | 426,226 | ||||
| Total assets - GAAP (b) | $ | 6,646,025 | $ | 4,608,629 | ||||
| Less: Goodwill | (135,830 | ) | (12,513 | ) | ||||
| Less: Core deposit intangible | (5,596 | ) | (1,962 | ) | ||||
| Tangible assets - Non-GAAP (d) | $ | 6,504,599 | $ | 4,594,154 | ||||
| Total stockholders' equity to total assets - GAAP (a/b) | 10.17 | % | 9.56 | % | ||||
| Tangible common equity to tangible assets - Non-GAAP (c/d) | 8.22 | % | 9.28 | % | ||||
| Total shares outstanding (e) | 26,596 | 22,692 | ||||||
| Book value per share - GAAP (a/e) | $ | 25.41 | $ | 19.42 | ||||
| Tangible common equity per share - Non-GAAP (c/e) | 20.09 | 18.78 |
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ACL on loans to total non-PPP loans represents the ACL on loans, divided by total loans less PPP loans. Non-performing loans to total non-PPP loans represents non-performing loans, divided by total loans less PPP loans. Delinquent loans to total non-PPP loans represents delinquent loans (consisting of all loans 30 days or more past due), divided by total loans less PPP loans. Bancorp believes these non-GAAP disclosures are important because they provide comparable ratios after eliminating PPP loans, which are fully guaranteed by the SBA and have not been allocated for within the ACL and are not at risk of non-performance.
| December 31, (dollars in thousands) | 2021 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total loans - GAAP (a) | $ | 4,169,303 | $ | 3,531,596 | ||||
| Less: PPP loans | (140,734 | ) | (550,186 | ) | ||||
| Total non-PPP loans - Non-GAAP (b) | $ | 4,028,569 | $ | 2,981,410 | ||||
| Allowance for credit losses on loans (c) | $ | 53,898 | $ | 51,920 | ||||
| Non-performing loans (d) | 7,408 | 13,179 | ||||||
| Delinquent loans (e) | 11,036 | 16,939 | ||||||
| Allowance for credit losses on loans to total loans - GAAP (c/a) | 1.29 | % | 1.47 | % | ||||
| Allowance for credit losses on loans to total loans - Non-GAAP (c/b) | 1.34 | % | 1.74 | % | ||||
| Non-performing loans to total loans - GAAP (d/a) | 0.18 | % | 0.37 | % | ||||
| Non-performing loans to total loans - Non-GAAP (d/b) | 0.18 | % | 0.44 | % | ||||
| Delinquent loans to total loans - GAAP (e/a) | 0.26 | % | 0.48 | % | ||||
| Delinquent loans to total loans - Non-GAAP (e/b) | 0.27 | % | 0.57 | % |
The efficiency ratio, a non-GAAP measure, equals total non-interest expenses divided by the sum of net interest income FTE and non-interest income. The ratio excludes net gains (losses) on sales, calls, and impairment of investment securities, if applicable. In addition to the efficiency ratio, Bancorp considers an adjusted efficiency ratio. Bancorp believes it is important because it provides a comparable ratio after eliminating the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships.
Net interest income on a FTE basis includes the additional amount of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal, state and local taxes yielding the same after-tax income.
| Years ended December 31, (dollars in thousands) | 2021 | 2020 | 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total non-interest expenses - GAAP (a) | $ | 142,280 | $ | 101,659 | $ | 98,116 | ||||||
| Less: Non-recurring merger expenses | (19,025 | ) | — | (1,313 | ) | |||||||
| Less: Amortization of investments in tax credit partnerships | (367 | ) | (3,096 | ) | (1,078 | ) | ||||||
| Total non-interest expenses - Non-GAAP (c ) | $ | 122,888 | $ | 98,563 | $ | 95,725 | ||||||
| Total net interest income, FTE | $ | 171,508 | $ | 136,133 | $ | 125,571 | ||||||
| Total non-interest income | 65,850 | 51,899 | 49,428 | |||||||||
| Less: Gain/loss on sale of securities | — | — | — | |||||||||
| Total revenue - GAAP (b) | $ | 237,358 | $ | 188,032 | $ | 174,999 | ||||||
| Efficiency ratio - GAAP (a/b) | 59.94 | % | 54.06 | % | 56.07 | % | ||||||
| Efficiency ratio - Non-GAAP (c/b) | 51.77 | % | 52.42 | % | 54.70 | % |
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