MidWestOne Financial Group Inc.

05/06/2025 | Press release | Distributed by Public on 05/06/2025 11:05

Quarterly Report for Quarter Ending March 31, 2025 (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-35968
MIDWESTONE FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Iowa 42-1206172
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
102 South Clinton Street, Iowa City, IA 52240
(319) 356-5800
(Address of principal executive offices, including zip code) (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $1.00 par value MOFG The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer
x
Non-accelerated filer ☐ Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
As of May 2, 2025, there were 20,817,043 shares of common stock, $1.00 par value per share, outstanding.
Table of Contents
MIDWESTONEFINANCIAL GROUP, INC.
Form 10-Q Quarterly Report
Table of Contents
Page No.
PART I
Item 1.
Financial Statements (unaudited)
1
Consolidated Balance Sheets
1
Consolidated Statements of Income
2
Consolidated Statements of Comprehensive Income
3
Consolidated Statements of Shareholders' Equity
4
Consolidated Statements of Cash Flows
5
Notes to Consolidated Financial Statements
7
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
50
Item 4.
Controls and Procedures
53
Part II
Item 1.
Legal Proceedings
54
Item 1A.
Risk Factors
54
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
54
Item 3.
Defaults Upon Senior Securities
54
Item 4.
Mine Safety Disclosures
54
Item 5.
Other Information
54
Item 6.
Exhibits
55
Signatures
57
Table of Contents
PART I - FINANCIAL INFORMATION
Glossary of Acronyms, Abbreviations, and Terms
As used in this report, references to "MidWestOne", "we", "our", "us", the "Company", and similar terms refer to the consolidated entity consisting of MidWestOneFinancial Group, Inc. and its wholly-owned subsidiaries. MidWestOneBank or the "Bank" refers to MidWestOne's bank subsidiary, MidWestOneBank.
The acronyms, abbreviations, and terms listed below are used in various sections of this Quarterly Report on Form 10-Q ("Form 10-Q"), including "Item 1. Financial Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."
ACL Allowance for Credit Losses FASB Financial Accounting Standards Board
AFS Available for Sale FDIC Federal Deposit Insurance Corporation
AOCI Accumulated Other Comprehensive Income FHLB Federal Home Loan Bank
ASC Accounting Standards Codification FHLBDM Federal Home Loan Bank of Des Moines
ASU Accounting Standards Update FHLMC Federal Home Loan Mortgage Corporation
ATM Automated Teller Machine FRB Board of Governors of the Federal Reserve System
BHCA Bank Holding Company Act of 1956, as amended GAAP U.S. Generally Accepted Accounting Principles
BOD Bank of Denver GLBA Gramm-Leach-Bliley Act of 1999
BOLI Bank Owned Life Insurance HTM Held to Maturity
CECL Current Expected Credit Loss MBS Mortgage-Backed Securities
CMO Collateralized Mortgage Obligations RPA Credit Risk Participation Agreement
CRE Commercial Real Estate RRE Residential Real Estate
DNVB Denver Bankshares, Inc. SBA U.S. Small Business Administration
ECL Expected Credit Losses SEC U.S. Securities and Exchange Commission
EVE Economic Value of Equity SOFR Secured Overnight Financing Rate
Table of Contents
Item 1. Financial Statements (unaudited).
MIDWESTONEFINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 2025 December 31, 2024
(unaudited) (in thousands, except per share amounts)
ASSETS
Cash and due from banks $ 68,545 $ 71,803
Interest earning deposits in banks 182,360 133,092
Total cash and cash equivalents 250,905 204,895
Debt securities available for sale at fair value 1,305,530 1,328,433
Loans held for sale 13,836 749
Gross loans held for investment 4,315,546 4,328,413
Unearned income, net (11,362) (12,786)
Loans held for investment, net of unearned income 4,304,184 4,315,627
Allowance for credit losses (53,900) (55,200)
Total loans held for investment, net 4,250,284 4,260,427
Premises and equipment, net 90,031 90,851
Goodwill 69,788 69,788
Other intangible assets, net 23,611 25,019
Foreclosed assets, net 3,419 3,337
Other assets 246,990 252,830
Total assets $ 6,254,394 $ 6,236,329
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest bearing deposits $ 903,714 $ 951,423
Interest bearing deposits 4,585,428 4,526,559
Total deposits 5,489,142 5,477,982
Short-term borrowings 1,482 3,186
Long-term debt 111,398 113,376
Other liabilities 72,747 82,089
Total liabilities 5,674,769 5,676,633
Shareholders' equity
Preferred stock, no par value; authorized 500,000 shares; no shares issued and outstanding
- -
Common stock, $1.00 par value; authorized 30,000,000 shares; issued shares of 21,580,067 and 21,580,067; outstanding shares of 20,815,715 and 20,777,485
21,580 21,580
Additional paid-in capital 414,258 414,987
Retained earnings 227,790 217,776
Treasury stock at cost, 764,352 and 802,582 shares
(20,905) (21,885)
Accumulated other comprehensive loss (63,098) (72,762)
Total shareholders' equity 579,625 559,696
Total liabilities and shareholders' equity $ 6,254,394 $ 6,236,329
See accompanying notes to consolidated financial statements.
1
Table of Contents
MIDWESTONEFINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
March 31,
(unaudited) (in thousands, except per share amounts) 2025 2024
Interest income
Loans, including fees $ 59,462 $ 57,947
Taxable investment securities 13,327 9,460
Tax-exempt investment securities 703 1,710
Other 1,247 418
Total interest income 74,739 69,535
Interest expense
Deposits 25,484 27,726
Short-term borrowings 25 4,975
Long-term debt 1,791 2,103
Total interest expense 27,300 34,804
Net interest income 47,439 34,731
Credit loss expense 1,687 4,689
Net interest income after credit loss expense 45,752 30,042
Noninterest income
Investment services and trust activities 3,544 3,503
Service charges and fees 2,131 2,144
Card revenue 1,744 1,943
Loan revenue 1,194 856
Bank-owned life insurance 1,057 660
Investment securities gains, net 33 36
Other 433 608
Total noninterest income 10,136 9,750
Noninterest expense
Compensation and employee benefits 21,212 20,930
Occupancy expense of premises, net 2,588 2,813
Equipment 2,426 2,600
Legal and professional 2,226 2,059
Data processing 1,698 1,360
Marketing 552 598
Amortization of intangibles 1,408 1,637
FDIC insurance 917 942
Communications 159 196
Foreclosed assets, net 74 358
Other 3,033 2,072
Total noninterest expense 36,293 35,565
Income before income tax expense 19,595 4,227
Income tax expense 4,457 958
Net income $ 15,138 $ 3,269
Per common share information
Earnings - basic $ 0.73 $ 0.21
Earnings - diluted $ 0.73 $ 0.21
Dividends paid $ 0.2425 $ 0.2425
See accompanying notes to consolidated financial statements.
2
Table of Contents
MIDWESTONEFINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended
March 31,
(unaudited) (in thousands) 2025 2024
Net income $ 15,138 $ 3,269
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from AFS debt securities:
Unrealized net gain on debt securities AFS
13,281 2,151
Reclassification adjustment for gains included in net income
(33) (36)
Reclassification of the change in fair value of AFS debt securities attributable to change in hedged risk 168 882
Income tax expense
(3,396) (758)
Unrealized net gain on AFS debt securities, net of reclassification adjustments
10,020 2,239
Reclassification of AFS debt securities to HTM on January 1, 2022:
Amortization of the net unrealized loss from the reclassification of AFS debt securities to HTM
- 501
Income tax expense
- (127)
Amortization of net unrealized loss from the reclassification of AFS debt securities to HTM, net - 374
Unrealized (loss) gain from cash flow hedging instruments:
Unrealized net (loss) gain in cash flow hedging instruments
(198) 2,772
Reclassification adjustment for net gain in cash flow hedging instruments included in income
(279) (788)
Income tax benefit (expense)
121 (502)
Unrealized net (losses) gains on cash flow hedging instruments, net of reclassification adjustment
(356) 1,482
Other comprehensive income, net of tax 9,664 4,095
Comprehensive income $ 24,802 $ 7,364
See accompanying notes to consolidated financial statements.
3
Table of Contents
MIDWESTONEFINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Months Ended March 31,
Common Stock
(unaudited)
(in thousands, except per share amounts) 		Par Value
Additional
Paid-in
Capital
Retained Earnings Treasury Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total
Balance at December 31, 2023 $ 16,581 $ 302,157 $ 294,784 $ (24,245) $ (64,899) $ 524,378
Net income - - 3,269 - - 3,269
Other comprehensive income - - - - 4,095 4,095
Release/lapse of restriction on RSUs (56,165 shares)
- (1,953) (167) 1,597 - (523)
Share-based compensation - 641 - - - 641
Dividends paid on common stock ($0.2425 per share)
- - (3,820) - - (3,820)
Balance at March 31, 2024 $ 16,581 $ 300,845 $ 294,066 $ (22,648) $ (60,804) $ 528,040
Balance at December 31, 2024 $ 21,580 $ 414,987 $ 217,776 $ (21,885) $ (72,762) $ 559,696
Net income - - 15,138 - - 15,138
Other comprehensive income - - - - 9,664 9,664
Release/lapse of restriction on RSUs (38,230 shares, net)
- (1,324) (76) 980 - (420)
Share-based compensation - 595 - - - 595
Dividends paid on common stock ($0.2425 per share)
- - (5,048) - - (5,048)
Balance at March 31, 2025 $ 21,580 $ 414,258 $ 227,790 $ (20,905) $ (63,098) $ 579,625
4
Table of Contents
MIDWESTONEFINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
(unaudited) (in thousands) 2025 2024
Operating Activities:
Net income
$ 15,138 $ 3,269
Adjustments to reconcile net income to net cash provided by operating activities:
Credit loss expense
1,687 4,689
Depreciation, amortization, and accretion
176 2,992
Net change in premises and equipment due to writedown or sale 213 79
Share-based compensation
595 641
Net gain on call or sale of debt securities available for sale
(33) (36)
Net change in foreclosed assets due to writedown or sale 59 311
Net gain on sale of loans held for sale (241) (181)
Origination of loans held for sale
(13,664) (9,386)
Proceeds from sales of loans held for sale
11,858 8,283
Increase in cash surrender value of bank-owned life insurance (1,057) (661)
Decrease (increase) in deferred income taxes, net 3,066 (221)
Change in:
Other assets
120 (2,430)
Other liabilities
(9,242) 2,239
Net cash provided by operating activities
$ 8,675 $ 9,588
Investing Activities:
Purchases of equity securities $ (500) $ (250)
Proceeds from sales of debt securities available for sale
- 52,323
Proceeds from maturities, calls and payments of debt securities available for sale
42,502 27,951
Purchases of debt securities available for sale
(5,015) (28,376)
Proceeds from maturities, calls, and payments of debt securities held to maturity
- 10,268
Net decrease (increase) in loans held for investment
(1,495) (79,756)
Purchases of premises and equipment
(410) (519)
Proceeds from sale of foreclosed assets
- 2
Net cash paid in business acquisition - (19,980)
Proceeds of principal and earnings from bank-owned life insurance
380 -
Net cash provided by (used in) investing activities
$ 35,462 $ (38,337)
Financing Activities:
Net increase (decrease) in:
Deposits
$ 11,100 $ (34,797)
Short-term borrowings
(1,704) 85,224
Payments on finance lease liability (55) (50)
Payments of other long-term debt (2,000) (1,250)
Taxes paid relating to the release/lapse of restriction on RSUs
(420) (523)
Dividends paid
(5,048) (3,820)
Net cash provided by financing activities
$ 1,873 $ 44,784
Net change in cash and cash equivalents
$ 46,010 $ 16,035
Cash and cash equivalents at beginning of period 204,895 81,727
Cash and cash equivalents at end of period $ 250,905 $ 97,762
5
Table of Contents
Three Months Ended March 31,
(unaudited) (in thousands) 2025 2024
Supplemental disclosures of cash flow information:
Cash paid during the period for interest
$ 27,734 $ 33,369
Supplemental schedule of non-cash investing and financing activities:
Transfer of loans to foreclosed assets, net
$ 141 $ 281
Transfer of loans held for investment to loans held for sale 11,040 -
Supplemental schedule of non-cash investing activities from acquisition:
Non-cash assets acquired:
Investment securities $ - $ 52,493
Total loans held for investment, net - 207,095
Premises and equipment - 11,091
Assets held for sale - 2,379
Goodwill - 8,641
Core deposit intangible - 7,100
Other assets - 4,987
Total non-cash assets acquired $ - $ 293,786
Liabilities assumed:
Deposits $ - $ 224,248
Short-term borrowings - 37,500
Other liabilities - 3,417
Total liabilities assumed $ - $ 265,165
See accompanying notes to consolidated financial statements.
6
Table of Contents
MidWestOneFinancial Group, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Nature of Business and Significant Accounting Policies
Nature of Business
The Company, an Iowa corporation formed in 1983, is a bank holding company under the BHCA and a financial holding company under the GLBA. Our principal executive offices are located at 102 South Clinton Street, Iowa City, Iowa 52240.
The Company owns all of the outstanding common stock of MidWestOne Bank, an Iowa state non-member bank chartered in 1934 with its main office in Iowa City, Iowa. We operate primarily through MidWestOneBank, our bank subsidiary.
On January 31, 2024, the Company completed the acquisition of DNVB, a bank holding company whose wholly-owned banking subsidiary was BOD. Immediately following completion of the acquisition, BOD was merged with and into the Bank. As consideration for the merger, the Company paid cash in the amount of $32.6 million.
On June 7, 2024, MidWestOneBank completed the sale of its Florida banking operations for a 7.5% deposit premium, which consisted of one MidWestOneBank branch in each of Naples and Ft. Myers, Florida.
In the first quarter of 2025, MidWestOneBank reclassified $11.0 million of credit card receivables to loans held for sale. The sale is expected to close in the fourth quarter of 2025.
Basis of Presentation
The accompanying interim condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934. Accordingly, certain disclosures accompanying annual consolidated financial statements are omitted. In the opinion of management, all significant intercompany accounts and transactions have been eliminated and adjustments, consisting solely of normal recurring accruals and considered necessary for the fair presentation of financial statements for the interim periods, have been included. The current period's results of operations are not necessarily indicative of the results that ultimately may be achieved for the year. The interim condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect: (1) the reported amounts of assets and liabilities, (2) the disclosure of contingent assets and liabilities at the date of the financial statements, and (3) the reported amounts of revenues and expenses during the reporting period. These estimates are based on information available to management at the time the estimates are made. Actual results could differ from those estimates. The results for the three months ended March 31, 2025 may not be indicative of results for the year ending December 31, 2025, or for any other period.
All significant accounting policies followed in the preparation of the quarterly financial statements are disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025.
Segment Reporting
The Company's activities are considered to be one reportable segment for financial reporting purposes. The Company is engaged in the business of commercial and retail banking and trust and investment management services with operations throughout central and eastern Iowa, the Minneapolis/St. Paul metropolitan area, southwestern Wisconsin, and Denver, Colorado. Substantially all income is derived from a diverse base of commercial, mortgage and retail lending activities, and investments.
Effect of New Financial Accounting Standards
Accounting Guidance Pending Adoption at March 31, 2025
On November 4, 2024, the FASB issued ASU 2024-03, which was updated in ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure of additional
7
Table of Contents
information about specific expense categories in the notes to the financial statements. This ASU does not change or remove current expense disclosure requirements, but does affect where this information appears in the notes to the financial statements. The amendments are effective for the first fiscal year period beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The amendments should be applied on a prospective or a retrospective basis, with an option to early adopt. The Company is currently evaluating the impact of ASU 2024-03 and ASU 2025-01.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. Additional transparency about income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information, will be required. The amendments are effective for annual periods beginning after December 15, 2024, with an option to early adopt. The amendments should be applied on a prospective basis, with retrospective application being permitted. The adoption of ASU 2023-09 is not expected to have a material impact on the Company's consolidated financial statements.
2. Business Combinations and Divestitures
Business Combinations:
On January 31, 2024, the Company acquired 100% of the equity of DNVB through a merger and acquired its wholly-owned banking subsidiary, Bank of Denver, for cash consideration of $32.6 million. The primary reason for the acquisition was to increase our presence in Denver, Colorado. Immediately following the completion of the acquisition, BOD was merged with and into the Bank.
The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of the January 31, 2024 acquisition date, net of any applicable tax effects using a methodology similar to the Company's legacy assets and liabilities (refer to Note 14. Fair Value of Financial Instruments and Fair Value Measurementsfor additional information regarding the fair value methodology). The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. This goodwill is not deductible for tax purposes. The revenue and earnings amount specific to DNVB since the acquisition date that are included in the consolidated results for the three months ended March 31, 2024 are not readily determinable. The disclosures of these amounts are impracticable due to the merging of certain processes and systems at the acquisition date.
The table below summarizes the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
(in thousands) January 31, 2024
Merger consideration
Cash consideration
$ 32,600
Identifiable net assets acquired, at fair value
Assets acquired
Cash and due from banks
$ 462
Interest earning deposits in banks
3,517
Debt securities
52,493
Loans held for investment
207,095
Premises and equipment
12,857
Core deposit intangible
7,100
Other assets
5,200
Total assets acquired
288,724
Liabilities assumed
Deposits
$ (224,248)
Short-term borrowings (37,500)
Other liabilities
(3,417)
Total liabilities assumed
(265,165)
Identifiable net assets acquired, at fair value 23,559
Goodwill $ 9,041
8
Table of Contents
For illustrative purposes only, the following table presents certain unaudited pro forma information for the three months ended March 31, 2024. This unaudited, estimated pro forma information was calculated as if DNVB had been acquired as of the beginning of the year prior to the date of acquisition. This unaudited pro forma information combines the historical results of DNVB and the Company and includes adjustments for the estimated impact of certain fair value purchase accounting, interest expense, acquisition-related expenses, and income tax expense for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. Additionally, the Company expects to achieve further operating cost savings and other business synergies, including revenue growth as a result of the acquisition, which are not reflected in the pro forma amounts that follow. As a result, actual amounts would have differed from the unaudited pro forma information presented.
Unaudited
Three Months Ended
March 31,
(in thousands, except per share amounts) 2024
Total revenues $ 45,298
Net income $ 6,466
EPS - basic $ 0.41
EPS - diluted $ 0.41
Divestitures:
On June 7, 2024, the Bank completed the sale of its Florida banking operations for a 7.5% deposit premium, which consisted of one bank branch in each of Naples and Ft. Myers, Florida. The sale of our Florida banking operations resulted in a gain on sale of $10.9 million that was recorded in other revenue.
The following is a summary of the assets and liabilities related to the branch sale:
(in thousands) June 7, 2024
Assets
Cash and due from banks $ 353
Loans held for investment, net of unearned income 163,302
Allowance for credit losses (1,943)
Total loans held for investment, net 161,359
Premises and equipment 3,511
Goodwill 1,730
Other assets 375
Total assets $ 167,328
Liabilities
Deposits $ 133,403
Other liabilities 231
Total liabilities $ 133,634
The following table summarizes acquisition and divestiture-related expenses incurred during the three months ended March 31, 2025 and March 31, 2024, which are included in the respective income statement line items, for the periods indicated:
Three Months Ended
March 31,
(in thousands) 2025 2024
Noninterest Expense
Compensation and employee benefits $ - $ 241
Occupancy expense of premises, net - 152
Equipment - 149
Legal and professional 40 573
Data processing - 61
Marketing - 32
Communications - 1
Other - 105
Total acquisition and divestiture-related expenses
$ 40 $ 1,314
9
Table of Contents
3. Debt Securities
The following tables summarize the amortized cost, gross unrealized gains and losses and the resulting fair value of debt securities AFS as of the dates indicated:
As of March 31, 2025
(in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Allowance for Credit Loss related to Debt Securities Fair Value
U.S. treasuries $ 50,647 $ 26 $ - $ - $ 50,673
U.S. government agencies and corporations 15,015 38 - - 15,053
State and political subdivisions 152,319 2 25,121 - 127,200
Mortgage-backed securities
326,984 746 4,891 - 322,839
Collateralized loan obligations 45,128 51 20 - 45,159
Collateralized mortgage obligations 678,221 567 47,550 - 631,238
Corporate debt securities 122,535 88 9,255 - 113,368
Total available for sale debt securities
$ 1,390,849 $ 1,518 $ 86,837 $ - $ 1,305,530
As of December 31, 2024
(in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Allowance for Credit Loss related to Debt Securities
Fair Value
U.S. treasuries $ 50,371 $ 28 $ - $ - $ 50,399
U.S. Government agencies and corporations 10,000 - 59 - 9,941
State and political subdivisions 159,293 2 23,575 - 135,720
Mortgage-backed securities
331,956 6 8,523 - 323,439
Collateralized loan obligations 48,747 148 26 - 48,869
Collateralized mortgage obligations 702,138 83 56,112 - 646,109
Corporate debt securities 124,495 86 10,625 - 113,956
Total available for sale debt securities
$ 1,427,000 $ 353 $ 98,920 $ - $ 1,328,433
Investment securities with a fair value of $470.1 million and $485.3 million at March 31, 2025 and December 31, 2024, respectively, were pledged on public deposits, securities sold under agreements to repurchase and for other purposes, as required or permitted by law.
Accrued interest receivable on debt securities AFS is recorded within 'Other Assets,' and is excluded from the estimate of credit losses. At March 31, 2025 and December 31, 2024, the accrued interest receivable on debt securities AFS was $5.9 million and $5.8 million, respectively.
The following table presents debt securities AFS in an unrealized loss position for which an allowance for credit losses had not been recorded as of March 31, 2025, aggregated by investment category and length of time in a continuous loss position:
As of March 31, 2025
Number
of
Securities
Less than 12 Months 12 Months or More Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
(in thousands, except number of securities)
State and political subdivisions 119 $ 600 $ - $ 125,313 $ 25,121 $ 125,913 $ 25,121
Mortgage-backed securities
30 181,246 1,774 17,814 3,117 199,060 4,891
Collateralized loan obligations
2 5,007 11 2,115 9 7,122 20
Collateralized mortgage obligations
47 272,840 2,126 185,466 45,424 458,306 47,550
Corporate debt securities 82 1,482 18 102,634 9,237 104,116 9,255
Total
280 $ 461,175 $ 3,929 $ 433,342 $ 82,908 $ 894,517 $ 86,837
As of March 31, 2025, 119 state and political subdivisions securities with total unrealized losses of $25.1 million were held by the Company. Management evaluated these securities through a process that included consideration of credit agency ratings and payment history. In addition, management evaluated securities by considering the yield spread to treasury securities and the most recent financial information available. Based on this evaluation, management concluded that the decline in fair value was not attributable to credit losses.
As of March 31, 2025, 30 mortgage-backed securities and 47 collateralized mortgage obligations with unrealized losses totaling $52.4 million were held by the Company. Management evaluated the payment history of these securities, and considered the
10
Table of Contents
implied U.S. government guarantee of these agency securities and the level of credit enhancement for non-agency securities. Based on this evaluation, management concluded that the decline in fair value was not attributable to credit losses.
As of March 31, 2025, 2 collateralized loan obligations with unrealized losses of $20 thousand were held by the Company. Management evaluated these securities through a process that included consideration of credit agency ratings, priority of cash flows and the amount of over-collateralization. In addition, management may evaluate securities by considering the yield spread to treasury securities and the most recent financial information available. Based on this evaluation, management concluded that the decline in fair value was not attributable to credit losses.
As of March 31, 2025, 82 corporate debt securities with total unrealized losses of $9.3 million were held by the Company. Management evaluated these securities by considering credit agency ratings and payment history. In addition, management evaluated securities by considering the yield spread to treasury securities and the most recent financial information available. Based on this evaluation, management concluded that the decline in fair value was not attributable to credit losses.
The following table presents debt securities AFS in an unrealized loss position for which an allowance for credit losses had not been recorded as of December 31, 2024, aggregated by investment category and length of time in a continuous loss position:
As of December 31, 2024
Number
of
Securities
Less than 12 Months 12 Months or More Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
(in thousands, except number of securities)
U.S. government agencies and corporations
1 $ 9,941 $ 59 $ - $ - $ 9,941 $ 59
State and political subdivisions 121 839 11 127,094 23,564 127,933 23,575
Mortgage-backed securities
48 305,140 5,091 17,699 3,432 322,839 8,523
Collateralized loan obligations 2 5,014 13 2,133 13 7,147 26
Collateralized mortgage obligations 56 432,201 7,196 186,883 48,916 619,084 56,112
Corporate debt securities 83 - - 103,496 10,625 103,496 10,625
Total
311 $ 753,135 $ 12,370 $ 437,305 $ 86,550 $ 1,190,440 $ 98,920
Proceeds and gross realized gains and losses on debt securities AFS for the three months ended March 31, 2025 and 2024, were as follows:
Three Months Ended
March 31,
(in thousands) 2025 2024
Proceeds from sales of debt securities available for sale $ - $ 52,323
Gross realized losses from sales of debt securities available for sale(1)
- -
Net realized loss from sales of debt securities available for sale(1)
$ - $ -
(1) The difference in investment securities (losses) gains, net reported herein as compared to the Consolidated Statements of Income for the three months ended March 31, 2025 and March 31, 2024 is associated with the net realized gain from the call of debt securities of $33 thousand and $36 thousand, respectively.
The contractual maturity distribution of debt securities AFS at March 31, 2025 is shown below. Expected maturities of MBS, CLO and CMO may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.
(in thousands) Amortized Cost Fair Value
Due in one year or less $ 54,310 $ 54,306
Due after one year through five years 55,780 54,322
Due after five years through ten years 171,113 150,675
Due after ten years 59,313 46,991
$ 340,516 $ 306,294
Mortgage-backed securities 326,984 322,839
Collateralized loan obligations 45,128 45,159
Collateralized mortgage obligations 678,221 631,238
Total $ 1,390,849 $ 1,305,530
11
Table of Contents
4. Loans Receivable and the Allowance for Credit Losses
The composition of loans by class of receivable was as follows:
(in thousands) As of March 31, 2025 As of December 31, 2024
Agricultural $ 131,409 $ 119,051
Commercial and industrial 1,140,138 1,126,813
Commercial real estate:
Construction & development 293,280 324,896
Farmland 180,633 182,460
Multifamily 421,204 423,157
Commercial real estate-other 1,425,062 1,414,168
Total commercial real estate 2,320,179 2,344,681
Residential real estate:
One- to four- family first liens 471,688 477,150
One- to four- family junior liens 182,346 179,232
Total residential real estate 654,034 656,382
Consumer 58,424 68,700
Loans held for investment, net of unearned income 4,304,184 4,315,627
Allowance for credit losses (53,900) (55,200)
Total loans held for investment, net $ 4,250,284 $ 4,260,427
Loans with unpaid principal in the amount of $1.13 billion and $1.19 billion at March 31, 2025 and December 31, 2024, respectively, were pledged to the FHLB as collateral for borrowings.
Non-accrual and Delinquent Status
Loans are placed on non-accrual status when (1) payment in full of principal and interest is no longer expected or (2) principal or interest has been in default for 90 days or more for all loan types, except owner occupied residential real estate, which are moved to non-accrual at 120 days or more past due, unless the loan is both well secured with marketable collateral and in the process of collection. All loans rated doubtful or worse, and certain loans rated substandard, are placed on non-accrual.
A non-accrual loan may be restored to accrual status when (1) all past due principal and interest has been paid (excluding renewals and modifications that involve the capitalizing of interest) or (2) the loan becomes well secured with marketable collateral and is in the process of collection. An established track record of performance is also considered when determining accrual status.
Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment.
12
Table of Contents
The following tables present the amortized cost basis of loans based on delinquency status at the dates indicated:
Age Analysis of Past-Due Financial Assets 90 Days or More Past Due And Accruing
(in thousands) Current 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total
March 31, 2025
Agricultural
$ 131,131 $ - $ - $ 278 $ 131,409 $ -
Commercial and industrial
1,137,341 155 100 2,542 1,140,138 -
Commercial real estate:
Construction and development
293,280 - - - 293,280 -
Farmland
178,874 - 595 1,164 180,633 -
Multifamily
421,189 15 - - 421,204 -
Commercial real estate-other
1,420,489 2,461 - 2,112 1,425,062 -
Total commercial real estate
2,313,832 2,476 595 3,276 2,320,179 -
Residential real estate:
One- to four- family first liens
466,256 3,344 166 1,922 471,688 41
One- to four- family junior liens
181,601 293 364 88 182,346 4
Total residential real estate
647,857 3,637 530 2,010 654,034 45
Consumer
58,075 239 77 33 58,424 8
Total
$ 4,288,236 $ 6,507 $ 1,302 $ 8,139 $ 4,304,184 $ 53
Age Analysis of Past-Due Financial Assets 90 Days or More Past Due And Accruing
(in thousands) Current 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total
December 31, 2024
Agricultural
$ 118,659 $ - $ - $ 392 $ 119,051 $ -
Commercial and industrial
1,122,382 918 651 2,862 1,126,813 -
Commercial real estate:
Construction and development
324,896 - - - 324,896 -
Farmland
182,025 71 - 364 182,460 -
Multifamily
423,157 - - - 423,157 -
Commercial real estate-other
1,405,377 2,806 26 5,959 1,414,168 -
Total commercial real estate
2,335,455 2,877 26 6,323 2,344,681 -
Residential real estate:
One- to four- family first liens
470,300 2,770 1,680 2,400 477,150 49
One- to four- family junior liens
178,225 580 98 329 179,232 6
Total residential real estate
648,525 3,350 1,778 2,729 656,382 55
Consumer
68,232 239 142 87 68,700 87
Total
$ 4,293,253 $ 7,384 $ 2,597 $ 12,393 $ 4,315,627 $ 142
13
Table of Contents
The following table presents the amortized cost basis of loans on non-accrual status, amortized cost basis of loans on non-accrual status with no allowance for credit losses recorded, and loans past due 90 days or more and still accruing by class of loan at the dates presented:
Nonaccrual Nonaccrual with no Allowance for Credit Losses 90 Days or More Past Due And Accruing
(in thousands) March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
Agricultural
$ 332 $ 447 $ 66 $ 208 $ - $ -
Commercial and industrial
2,705 2,986 147 1 - -
Commercial real estate:
Construction and development
- 27 - - - -
Farmland
1,163 483 1,151 352 - -
Multifamily
- - - - - -
Commercial real estate-other
8,520 12,982 623 623 - -
Total commercial real estate
9,683 13,492 1,774 975 - -
Residential real estate:
One- to four- family first liens
3,654 3,667 1,712 1,748 41 49
One- to four- family junior liens
929 1,015 374 378 4 6
Total residential real estate
4,583 4,682 2,086 2,126 45 55
Consumer
114 98 13 - 8 87
Total
$ 17,417 $ 21,705 $ 4,086 $ 3,310 $ 53 $ 142
There was no interest income recognized on nonaccrual loans during the three months ended March 31, 2025 and March 31, 2024, as all interest accrued but not collected for loans that are placed on nonaccrual is reversed against interest income and is generally accounted for using the cost-recovery method, until qualifying for return to accrual. The interest income recognized on loans that were on nonaccrual and had subsequently been paid-off for the three months ended March 31, 2025 and March 31, 2024 was $7 thousand and $129 thousand, respectively.
Credit Quality Information
The Company aggregates loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, and other factors. The Company analyzes loans individually to classify the loans as to credit risk. This analysis includes non-homogenous loans, such as agricultural, commercial and industrial, commercial real estate and non-owner occupied residential real estate loans. Loans not meeting the criteria described below that are analyzed individually are considered to be pass-rated. The Company uses the following definitions for risk ratings:
Special Mention- A special mention asset has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company's credit position at some future date. Special mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Substandard- Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful- Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.
Loss- Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.
Homogenous loans, including owner occupied residential real estate and consumer loans, are not individually risk rated. Instead, these loans are categorized based on performance: performing and nonperforming. Nonperforming loans include those loans on nonaccrual and loans greater than 90 days past due and on accrual.
14
Table of Contents
The following tables set forth the amortized cost basis of loans by class of receivable by credit quality indicator and vintage, in addition to the current period gross write-offs by class of receivable and vintage, based on the most recent analysis performed, as of March 31, 2025. As of March 31, 2025, there were no 'doubtful' or 'loss' rated credits.
Term Loans by Origination Year Revolving Loans
March 31, 2025
(in thousands)
2025 2024 2023 2022 2021 Prior Total
Agricultural
Pass $ 7,528 $ 10,515 $ 7,294 $ 7,738 $ 4,695 $ 2,675 $ 87,211 $ 127,656
Special mention 203 100 120 134 210 28 1,433 2,228
Substandard - 183 35 163 245 253 646 1,525
Total $ 7,731 $ 10,798 $ 7,449 $ 8,035 $ 5,150 $ 2,956 $ 89,290 $ 131,409
Commercial and industrial
Pass $ 74,672 $ 111,416 $ 146,493 $ 163,495 $ 159,968 $ 205,886 $ 201,826 $ 1,063,756
Special mention 74 6,133 1,509 22,886 5,200 5,121 3,366 44,289
Substandard 164 873 1,066 2,390 645 20,104 6,851 32,093
Total $ 74,910 $ 118,422 $ 149,068 $ 188,771 $ 165,813 $ 231,111 $ 212,043 $ 1,140,138
CRE - Construction and development
Pass $ 13,242 $ 96,946 $ 87,690 $ 68,364 $ 12,465 $ 4,888 $ 9,685 $ 293,280
Special mention - - - - - - - -
Substandard - - - - - - - -
Total $ 13,242 $ 96,946 $ 87,690 $ 68,364 $ 12,465 $ 4,888 $ 9,685 $ 293,280
CRE - Farmland
Pass $ 9,003 $ 29,296 $ 22,278 $ 38,687 $ 38,173 $ 30,430 $ 2,353 $ 170,220
Special mention - 677 - 313 1,177 2,879 - 5,046
Substandard 373 838 271 1,239 596 1,094 956 5,367
Total $ 9,376 $ 30,811 $ 22,549 $ 40,239 $ 39,946 $ 34,403 $ 3,309 $ 180,633
CRE - Multifamily
Pass $ 6,641 $ 20,379 $ 83,795 $ 98,453 $ 103,140 $ 92,368 $ 4,403 $ 409,179
Special mention 9,182 64 1,029 - 256 1,494 - 12,025
Substandard - - - - - - - -
Total $ 15,823 $ 20,443 $ 84,824 $ 98,453 $ 103,396 $ 93,862 $ 4,403 $ 421,204
CRE - Other
Pass $ 59,361 $ 176,931 $ 165,166 $ 310,801 $ 227,419 $ 308,032 $ 59,305 $ 1,307,015
Special mention 1,923 1,314 5,953 9,513 19,608 7,053 6,612 51,976
Substandard 190 7,059 2,589 35,800 1,870 18,192 371 66,071
Total $ 61,474 $ 185,304 $ 173,708 $ 356,114 $ 248,897 $ 333,277 $ 66,288 $ 1,425,062
RRE - One- to four- family first liens
Pass / Performing $ 14,499 $ 56,545 $ 50,360 $ 118,653 $ 85,530 $ 118,881 $ 13,985 $ 458,453
Special mention - 210 1,101 2,887 194 1,538 - 5,930
Substandard / Nonperforming - - 1,285 1,223 909 3,888 - 7,305
Total $ 14,499 $ 56,755 $ 52,746 $ 122,763 $ 86,633 $ 124,307 $ 13,985 $ 471,688
RRE - One- to four- family junior liens
Performing $ 1,578 $ 9,158 $ 15,664 $ 20,857 $ 14,295 $ 13,102 $ 106,192 $ 180,846
Nonperforming - 132 215 909 79 165 - 1,500
Total $ 1,578 $ 9,290 $ 15,879 $ 21,766 $ 14,374 $ 13,267 $ 106,192 $ 182,346
Consumer
Performing $ 4,740 $ 13,850 $ 15,999 $ 9,109 $ 5,042 $ 3,481 $ 6,081 $ 58,302
Nonperforming - 10 41 46 - 25 - 122
Total $ 4,740 $ 13,860 $ 16,040 $ 9,155 $ 5,042 $ 3,506 $ 6,081 $ 58,424
15
Table of Contents
Term Loans by Origination Year Revolving Loans
March 31, 2025
(in thousands)
2025 2024 2023 2022 2021 Prior Total
Total by Credit Quality Indicator Category
Pass $ 184,946 $ 502,028 $ 563,076 $ 806,191 $ 631,390 $ 763,160 $ 378,768 $ 3,829,559
Special mention 11,382 8,498 9,712 35,733 26,645 18,113 11,411 121,494
Substandard 727 8,953 5,246 40,815 4,265 43,531 8,824 112,361
Performing 6,318 23,008 31,663 29,966 19,337 16,583 112,273 239,148
Nonperforming - 142 256 955 79 190 - 1,622
Total $ 203,373 $ 542,629 $ 609,953 $ 913,660 $ 681,716 $ 841,577 $ 511,276 $ 4,304,184
Term Loans by Origination Year Revolving Loans
March 31, 2025
(in thousands) 		2025 2024 2023 2022 2021 Prior Total
Year-to-date Current Period Gross Write-offs
Commercial and industrial $ - $ 58 $ 45 $ - $ - $ - $ - $ 103
CRE - Other - - - - - 2,635 - 2,635
RRE - One-to-four-family first liens - - - - - 14 - 14
RRE - One-to-four-family junior liens - - - 25 - - - 25
Consumer - 135 104 128 1 10 - 378
Total Current Period Gross Write-offs $ - $ 193 $ 149 $ 153 $ 1 $ 2,659 $ - $ 3,155
16
Table of Contents
The following tables set forth the amortized cost basis of loans by class of receivable by credit quality indicator and vintage based on the most recent analysis performed, as of December 31, 2024. As of December 31, 2024, there were no 'doubtful' or 'loss' rated credits.
Term Loans by Origination Year Revolving Loans
December 31, 2024
(in thousands)
2024 2023 2022 2021 2020 Prior Total
Agricultural
Pass $ 13,364 $ 7,533 $ 8,405 $ 5,452 $ 1,772 $ 1,131 $ 78,123 115,780
Special mention 234 186 152 224 - 28 761 1,585
Substandard 30 - 209 109 211 185 942 1,686
Total $ 13,628 $ 7,719 $ 8,766 $ 5,785 $ 1,983 $ 1,344 $ 79,826 $ 119,051
Commercial and industrial
Pass $ 132,974 $ 150,944 $ 168,448 $ 165,044 $ 95,206 $ 121,761 $ 211,223 $ 1,045,600
Special mention 6,262 2,306 24,261 3,121 5,042 2,202 8,856 52,050
Substandard 864 545 1,859 2,977 39 20,596 2,283 29,163
Total $ 140,100 $ 153,795 $ 194,568 $ 171,142 $ 100,287 $ 144,559 $ 222,362 $ 1,126,813
CRE - Construction and development
Pass $ 97,609 $ 137,742 $ 65,684 $ 12,571 $ 2,994 $ 1,972 $ 6,101 $ 324,673
Special mention - - 27 - - - - 27
Substandard 196 - - - - - - 196
Total $ 97,805 $ 137,742 $ 65,711 $ 12,571 $ 2,994 $ 1,972 $ 6,101 $ 324,896
CRE - Farmland
Pass $ 31,398 $ 22,842 $ 39,300 $ 39,489 $ 18,802 $ 13,259 $ 5,594 $ 170,684
Special mention 1,684 - 2,350 960 495 1,001 478 6,968
Substandard 561 516 355 585 1,131 1,660 - 4,808
Total $ 33,643 $ 23,358 $ 42,005 $ 41,034 $ 20,428 $ 15,920 $ 6,072 $ 182,460
CRE - Multifamily
Pass $ 32,274 $ 70,843 $ 99,228 $ 104,206 $ 82,750 $ 18,663 $ 122 $ 408,086
Special mention 78 1,031 448 260 1,444 11,810 - 15,071
Substandard - - - - - - - -
Total $ 32,352 $ 71,874 $ 99,676 $ 104,466 $ 84,194 $ 30,473 $ 122 $ 423,157
CRE - Other
Pass $ 192,608 $ 145,595 $ 322,545 $ 232,349 $ 191,697 $ 134,798 $ 60,681 $ 1,280,273
Special mention 1,902 8,546 19,573 18,577 4,702 5,129 8,350 66,779
Substandard 4,517 86 24,314 1,242 17,792 19,165 - 67,116
Total $ 199,027 $ 154,227 $ 366,432 $ 252,168 $ 214,191 $ 159,092 $ 69,031 $ 1,414,168
RRE - One- to four- family first liens
Pass / Performing $ 60,765 $ 53,273 $ 121,536 $ 88,067 $ 45,026 $ 82,679 $ 13,187 $ 464,533
Special mention 588 1,123 1,944 197 593 991 546 5,982
Substandard / Nonperforming - 1,302 1,019 690 102 3,522 - 6,635
Total $ 61,353 $ 55,698 $ 124,499 $ 88,954 $ 45,721 $ 87,192 $ 13,733 $ 477,150
RRE - One- to four- family junior liens
Performing $ 10,503 $ 16,894 $ 22,506 $ 14,906 $ 6,237 $ 7,481 $ 99,690 $ 178,217
Nonperforming - - 701 69 - 245 - 1,015
Total $ 10,503 $ 16,894 $ 23,207 $ 14,975 $ 6,237 $ 7,726 $ 99,690 $ 179,232
Consumer
Performing $ 17,808 $ 19,253 $ 10,262 $ 5,877 $ 2,035 $ 7,612 $ 5,668 $ 68,515
Nonperforming 11 63 90 - 21 - - 185
Total $ 17,819 $ 19,316 $ 10,352 $ 5,877 $ 2,056 $ 7,612 $ 5,668 $ 68,700
17
Table of Contents
Term Loans by Origination Year Revolving Loans
December 31, 2024
(in thousands) 		2024 2023 2022 2021 2020 Prior Total
Total by Credit Quality Indicator Category
Pass $ 560,992 $ 588,772 $ 825,146 $ 647,178 $ 438,247 $ 374,263 $ 375,031 $ 3,809,629
Special mention 10,748 13,192 48,755 23,339 12,276 21,161 18,991 148,462
Substandard 6,168 2,449 27,756 5,603 19,275 45,128 3,225 109,604
Performing 28,311 36,147 32,768 20,783 8,272 15,093 105,358 246,732
Nonperforming 11 63 791 69 21 245 - 1,200
Total $ 606,230 $ 640,623 $ 935,216 $ 696,972 $ 478,091 $ 455,890 $ 502,605 $ 4,315,627
Term Loans by Origination Year Revolving Loans
December 31, 2024
(in thousands) 		2024 2023 2022 2021 2020 Prior Total
Year-to-date Current Period Gross Write-offs
Agricultural $ - $ - $ - $ 48 $ - $ - $ - $ 48
Commercial and industrial - 59 327 145 29 1,658 - 2,218
CRE - Other 836 - - - - 243 - 1,079
RRE - One-to-four-family first liens - - 53 22 - - - 75
Consumer 23 839 413 11 4 69 - 1,359
Total Current Period Gross Write-offs $ 859 $ 898 $ 793 $ 226 $ 33 $ 1,970 $ - $ 4,779
Allowance for Credit Losses
The following are the economic factors utilized by the Company for its loan credit loss estimation process at March 31, 2025, and the forecast for each factor at that date: (1) national unemployment - increases over the next four forecasted quarters; (2) year-to-year change in national retail sales - increases over the next four forecasted quarters; (3) year-to-year change in CRE index - increases over the next four forecasted quarters; and (4) year-to-year change in U.S. GDP - increases over the next four forecasted quarters. In addition, management utilized qualitative factors to adjust the calculated ACL as appropriate. Qualitative factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
The ACL as of March 31, 2025 was $53.9 million, a decrease from $55.2 million at December 31, 2024. The decrease in the ACL reflected net loan charge-offs of $3.1 million for the three months ended March 31, 2025, as compared to net loan charge-offs of $0.2 million for the three months ended March 31, 2024, partially offset by credit loss expense of $1.8 million, which primarily reflected an additional reserve on collectively evaluated loans.
We have made a policy election to report interest receivable as a separate line on the balance sheet. Accrued interest receivable, which is recorded within 'Other Assets', totaled $20.4 million at March 31, 2025 and $20.2 million at December 31, 2024, and is excluded from the estimate of credit losses.
18
Table of Contents
The changes in the allowance for credit losses by portfolio segment were as follows for the periods indicated:
Three Months Ended March 31, 2025 and 2024
(in thousands) Agricultural Commercial and Industrial Commercial Real Estate Residential Real Estate Consumer Total
For the Three Months Ended March 31, 2025
Beginning balance $ 249 $ 21,040 $ 27,641 $ 4,929 $ 1,341 $ 55,200
Charge-offs
- (103) (2,635) (39) (378) (3,155)
Recoveries
1 27 5 4 31 68
Credit loss expense (benefit)(1)
144 1,127 (208) 286 438 1,787
Ending balance $ 394 $ 22,091 $ 24,803 $ 5,180 $ 1,432 $ 53,900
For the Three Months Ended March 31, 2024
Beginning balance $ 613 $ 21,743 $ 23,759 $ 4,762 $ 623 $ 51,500
Charge-offs
(4) (299) (35) (19) (290) (647)
Recoveries
355 46 8 9 40 458
Credit loss expense (benefit)(1)
(316) 392 3,040 262 1,211 4,589
Ending balance $ 648 $ 21,882 $ 26,772 $ 5,014 $ 1,584 $ 55,900
(1) The difference in the credit loss expense reported herein as compared to the Consolidated Statements of Income is associated with the credit loss benefit of $0.1 million and credit loss expense of $0.1 million related to off-balance sheet credit exposures for the three months ended March 31, 2025 and March 31, 2024, respectively.
The composition of the allowance for credit losses by portfolio segment based on evaluation method was as follows:
As of March 31, 2025
(in thousands) Agricultural Commercial and Industrial Commercial Real Estate Residential Real Estate Consumer Total
Loans held for investment, net of unearned income
Individually evaluated for impairment
$ 66 $ 2,140 $ 11,494 $ 2,669 $ 34 $ 16,403
Collectively evaluated for impairment
131,343 1,137,998 2,308,685 651,365 58,390 4,287,781
Total
$ 131,409 $ 1,140,138 $ 2,320,179 $ 654,034 $ 58,424 $ 4,304,184
Allowance for credit losses:
Individually evaluated for impairment
$ - $ 614 $ 2,183 $ 218 $ 7 $ 3,022
Collectively evaluated for impairment
394 21,477 22,620 4,962 1,425 50,878
Total
$ 394 $ 22,091 $ 24,803 $ 5,180 $ 1,432 $ 53,900
As of December 31, 2024
(in thousands) Agricultural Commercial and Industrial Commercial Real Estate Residential Real Estate Consumer Total
Loans held for investment, net of unearned income
Individually evaluated for impairment
$ 208 $ 2,488 $ 15,334 $ 2,710 $ 21 $ 20,761
Collectively evaluated for impairment
118,843 1,124,325 2,329,347 653,672 68,679 4,294,866
Total
$ 119,051 $ 1,126,813 $ 2,344,681 $ 656,382 $ 68,700 $ 4,315,627
Allowance for credit losses:
Individually evaluated for impairment
$ - $ 406 $ 4,011 $ 164 $ 8 $ 4,589
Collectively evaluated for impairment
249 20,634 23,630 4,765 1,333 50,611
Total
$ 249 $ 21,040 $ 27,641 $ 4,929 $ 1,341 $ 55,200
The following tables present the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:
As of March 31, 2025
Primary Type of Collateral

(in thousands) 		Real Estate Equipment Other Total ACL Allocation
Agricultural $ 66 $ - $ - $ 66 $ -
Commercial and industrial 1,614 358 168 2,140 614
Commercial real estate:
Farmland 3,350 - - 3,350 -
Commercial real estate-other 8,144 - - 8,144 2,183
Residential real estate:
One- to four- family first liens 2,153 - - 2,153 135
One- to four- family junior liens 516 - - 516 83
Consumer - 34 - 34 7
Total $ 15,843 $ 392 $ 168 $ 16,403 $ 3,022
19
Table of Contents
As of December 31, 2024
Primary Type of Collateral

(in thousands) 		Real Estate Equipment Other Total ACL Allocation
Agricultural $ 208 $ - $ - $ 208 $ -
Commercial and industrial 203 - 2,285 2,488 406
Commercial real estate:
Farmland 2,449 70 - 2,519 -
Commercial real estate-other 12,815 - - 12,815 4,011
Residential real estate:
One- to four- family first liens 2,189 - - 2,189 79
One- to four- family junior liens 521 - - 521 85
Consumer - 21 - 21 8
Total $ 18,385 $ 91 $ 2,285 $ 20,761 $ 4,589
Loan Modifications to Borrowers Experiencing Financial Difficulty
Occasionally, the Company may modify loans to borrowers who are experiencing financial difficulty. Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, term extension, other-than-insignificant payment delays, interest rate reduction, or a combination thereof.
The following tables present the amortized cost basis of loans as of March 31, 2025 and March 31, 2024 that were modified during the three months ended March 31, 2025 and March 31, 2024 and experiencing financial difficulty at the time of the modification by class and by type of modification:
For the Three Months and Three Months Ended March 31, 2025
Combination:
(in thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Term Extension & Interest Rate Reduction Principal Forgiveness & Term Extension Payment Delay & Term Extension Term Extension, Interest Rate Reduction, & Payment Delay Total Class of Financing Receivable
Three Months Ended March 31, 2025
Agricultural $ - $ - $ 569 $ - $ - $ - $ - $ - 0.43 %
Commercial and industrial - - - - 19 - - - - %
CRE - Farmland - - 373 - - - - - 0.21 %
CRE - Other - - 190 - - - - - 0.01 %
Total $ - $ - $ 1,132 $ - $ 19 $ - $ - $ -
For the Three Months and Three Months Ended March 31, 2024
Combination:
(in thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Term Extension & Interest Rate Reduction Principal Forgiveness & Term Extension Payment Delay & Term Extension Term Extension, Interest Rate Reduction, & Payment Delay Total Class of Financing Receivable
Three Months Ended March 31, 2024
Commercial and industrial $ - $ - $ 350 $ - $ - $ - $ - $ - 0.03 %
CRE - Other - - 202 - - - - - 0.01 %
RRE - One- to four- family first liens - 253 - - - - - - 0.05 %
RRE - One- to four- family junior liens - - 136 - - - - - 0.07 %
Total $ - $ 253 $ 688 $ - $ - $ - $ - $ -
The Company had no additional commitments to lend amounts to the borrowers included in the previous tables as of March 31, 2025 and as of March 31, 2024. For the three months ended March 31, 2025, the Company had no modified loans to borrowers experiencing financial difficulty that redefaulted within 12 months subsequent to the modification. For the three months ended March 31, 2024, the Company had 9 modified loans totaling $1.4 million to borrowers experiencing financial difficulty that redefaulted within 12 months subsequent to the modification.
20
Table of Contents
The following tables present the performance, as of March 31, 2025 and March 31, 2024, of loans that were modified while the borrower was experiencing financial difficulty at the time of modification in the last 12 months:
As of March 31, 2025
(in thousands) Current 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total
Agricultural
$ 568 $ - $ - $ - $ 568
Commercial and industrial
410 - - 81 491
CRE - Farmland
373 - - - 373
CRE - Other
5,455 - - - 5,455
RRE - One- to four- family first liens
459 - - - 459
Consumer
11 - - - 11
Total
$ 7,276 $ - $ - $ 81 $ 7,357
As of March 31, 2024
(in thousands) Current 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total
Commercial and industrial
$ 4,028 $ 76 $ - $ 995 $ 5,099
CRE - Construction and development
559 - - - 559
CRE - Farmland
29 - - 352 381
CRE - Other
6,066 - - - 6,066
RRE - One- to four- family first liens
253 - - - 253
RRE - One- to four- family junior liens
149 - - - 149
Total
$ 11,084 $ 76 $ - $ 1,347 $ 12,507
The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended March 31, 2025 and March 31, 2024:
(in thousands)
Principal Forgiveness Weighted Average Interest Rate Reduction Weighted Average Term Extension (Months)
Three Months Ended March 31, 2025
Agricultural
$ - - % 2.01
Commercial and industrial
- 6.75 59.4
CRE - Farmland
- - 62.2
CRE - Other
- - 11.3
Total
$ - - % 32.3
(in thousands)
Principal Forgiveness Weighted Average Interest Rate Reduction Weighted Average Term Extension (Months)
Three Months Ended March 31, 2024
Commercial and industrial
$ - - % 4.4
CRE - Other
- - 5.4
RRE - One- to four- family junior liens
- - 122.0
Total
$ - - % 27.9
21
Table of Contents
5. Derivatives, Hedging Activities and Balance Sheet Offsetting
The following table presents the total notional amounts and gross fair values of the Company's derivatives as of the dates indicated. The derivative asset and liability balances are presented on a gross basis, prior to the application of master netting agreements, as included in other assets and other liabilities, respectively, on the consolidated balance sheets. The fair values of the Company's derivative instrument assets and liabilities are summarized as follows:
As of March 31, 2025 As of December 31, 2024
Notional
Amount
Fair Value
Notional
Amount
Fair Value
(in thousands) Assets Liabilities Assets Liabilities
Designated as hedging instruments:
Fair value hedges:
Interest rate swaps - loans
$ 55,256 $ 1,910 $ 983 $ 49,486 $ 2,416 $ 294
Interest rate swaps - securities 50,000 - 62 150,000 - 239
Cash flow hedges
Interest rate swaps
200,000 416 106 200,000 813 26
Total $ 305,256 $ 2,326 $ 1,151 $ 399,486 $ 3,229 $ 559
Not designated as hedging instruments:
Interest rate swaps
$ 687,215 $ 20,259 $ 20,270 $ 697,969 $ 21,145 $ 21,153
RPAs - participated out contracts 55,585 5 - 55,088 4 -
RPAs - participated in contracts
29,921 - - 29,982 - -
Interest rate lock commitments 3,442 58 - 912 10 -
Interest rate forward loan sales contracts 3,634 - 13 1,312 9 -
Total $ 779,797 $ 20,322 $ 20,283 $ 785,263 $ 21,168 $ 21,153
Derivatives Designated as Hedging Instruments
The Company uses derivative instruments to hedge its exposure to economic risks. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP as fair value or cash flow hedges.
Fair Value Hedges - Derivatives are designated as fair value hedges to limit the Company's exposure to changes in the fair value of assets or liabilities due to movements in interest rates. The Company entered into pay-fixed receive-floating interest rate swaps to manage its exposure to changes in fair value in certain fixed-rate assets, including AFS debt securities and loans. The gain or loss on the loan fair value hedge derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income. The change in the fair value of the available for sale securities attributable to changes in the hedged risk is recorded in accumulated other comprehensive income and subsequently reclassified into interest income, as applicable, in the same period(s) to offset the changes in the fair value of the swap, which is also recognized in interest income.
Cash Flow Hedges- Derivatives are designated as cash flow hedges in order to minimize the variability in cash flows of earning assets or forecasted transactions caused by movement in interest rates. The Company has previously entered into pay-fixed receive-floating interest rate swaps to hedge against adverse fluctuations in interest rates by reducing exposure to variability in cash flows relating to interest payments on the Company's variable rate debt, including brokered deposits. The gain or loss on the derivatives is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense, as applicable, in the same period(s) during which the hedged transaction affects earnings. During the 12 months following March 31, 2025, the Company estimates that an additional $0.3 million of income will be reclassified into interest expense.
22
Table of Contents
The table below presents the effect of cash flow hedge accounting on AOCI for the three months ended March 31, 2025 and 2024:
Amount of Gain (Loss) Recognized in AOCI on Derivative Location of Gain (Loss) Reclassified from AOCI into Income Amount of Gain Reclassified from AOCI into Income
Three Months Ended March 31, Three Months Ended March 31,
(in thousands) 2025 2024 2025 2024
Interest rate swaps $ (198) $ 2,772 Interest Expense $ 279 $ 788
The table below presents the effect of the Company's derivative financial instruments designated as hedging instruments on the consolidated statements of income for the periods indicated:
Location and Amount of Gain or Loss Recognized in Income on Hedging Relationships
For the Three Months Ended March 31,
2025 2024
(in thousands) Interest Income Other Income Interest Income Other Income
Income and expense included in the consolidated statements of income related to the effects of fair value or cash flow hedges are recorded
$ 12 $ - $ 408 $ -
The effects of fair value and cash flow hedging:
Gain (loss) on fair value hedging relationships in subtopic 815-20:
Interest contracts - loans:
Hedged items 1,201 - (764) -
Derivative designated as hedging instruments
(1,045) - 1,023 -
Interest contracts - securities:
Hedged items (168) - (882) -
Derivative designated as hedging instruments
24 - 1,059 -
As of March 31, 2025, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges:
Line Item in the Balance
Sheet in Which the
Hedged Item is Included
Carrying Amount of the
Hedged Assets
Cumulative Amount of Fair Value
Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
(in thousands)
Loans $ 54,378 $ (927)
Securities $ 50,058 $ 58
Derivatives Not Designated as Hedging Instruments
Interest Rate Swaps- The Company periodically enters into commercial loan interest rate swap agreements in order to provide commercial loan customers with the ability to convert from variable to fixed interest rates. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.
Credit Risk Participation Agreements-The Company enters into RPAs to manage the credit exposure on interest rate contracts associated with a syndicated loan or participation agreement. The Company may enter into protection purchased RPAs with institutional counterparties to decrease or increase its exposure to a borrower. Under the RPA, the Company will receive or make payment if a borrower defaults on the related interest rate contract. The notional amount of the RPAs reflects the Company's pro-rata share of the derivative instrument.
Interest Rate Forward Loan Sales Contracts & Interest Rate Lock Commitments - The Company enters into forward delivery contracts to sell residential mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments.
23
Table of Contents
The following table presents the net gains (losses) recognized on the consolidated statements of income related to the derivatives not designated as hedging instruments for the periods indicated:
Location in the Consolidated Statements of Income For the Three Months Ended March 31,
(in thousands) 2025 2024
Interest rate swaps Other income $ (1) $ -
RPAs Other income 1 5
Interest rate lock commitments Loan revenue 48 27
Interest rate forward loan sales contracts Loan revenue (22) 14
Total $ 26 $ 46
Offsetting of Derivatives
The Company has entered into agreements with certain counterparty financial institutions, which include master netting agreements. However, the Company has elected to account for all derivatives with counterparty financial institutions on a gross basis. The Company manages the risk of default by its borrower counterparties through its normal loan underwriting and credit monitoring policies and procedures.
The table below presents gross derivatives and the respective collateral received or pledged in the form of other financial instruments as of March 31, 2025 and December 31, 2024, which are generally marketable securities and/or cash. The collateral amounts in the table below are limited to the outstanding balances of the related asset or liability (after netting is applied); thus instances of over-collateralization are not shown. Further, the net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
Gross Amounts Not Offset in the Balance Sheet
(in thousands) Gross Amounts Recognized Gross Amounts Offset in the Balance Sheet Net Amounts presented in the Balance Sheet Financial Instruments Cash Collateral Received / Paid Net Assets /Liabilities
As of March 31, 2025
Asset Derivatives $ 22,648 $ - $ 22,648 $ - $ 14,434 $ 8,214
Liability Derivatives 21,434 - 21,434 - 3,630 17,804
As of December 31, 2024
Asset Derivatives $ 24,397 $ - $ 24,397 $ - $ 17,011 $ 7,386
Liability Derivatives 21,712 - 21,712 - 110 21,602
Credit-risk-related Contingent Features
The Company has an unsecured federal funds line with its institutional derivative counterparties. The Company has an agreement with its institutional derivative counterparties that contains a provision under which, if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has an agreement with its derivative counterparties that contains a provision under which the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. As of March 31, 2025, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $7.9 million.
6. Goodwill and Intangible Assets
The following table presents the changes in the carrying amount of goodwill as of the dates indicated:
(in thousands) March 31, 2025 December 31, 2024
Goodwill, beginning of period $ 69,788 $ 62,477
Established in acquisition - 9,041
Allocated to divestiture - (1,730)
Total goodwill, end of period $ 69,788 $ 69,788
As indicated in Note 2. Business Combinations, the Company acquired a core deposit intangible in connection with its acquisition of DNVB on January 31, 2024 with an estimated fair value of $7.1 million, which will be amortized over its estimated useful life of 10 years.
24
Table of Contents
The following table presents the gross carrying amount, accumulated amortization, and net carrying amount of other intangible assets as of the dates indicated:
As of March 31, 2025 As of December 31, 2024
(in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Core deposit intangible $ 65,345 $ (48,780) $ 16,565 $ 65,345 $ (47,388) $ 17,957
Customer relationship intangible 5,265 (5,259) 6 5,265 (5,243) 22
$ 70,610 $ (54,039) $ 16,571 $ 70,610 $ (52,631) $ 17,979
Indefinite-lived trade name intangible 7,040 7,040
Total other intangible assets, net $ 23,611 $ 25,019
The following table provides the estimated future amortization expense for the remaining nine months of the year ending December 31, 2025 and the succeeding annual periods:
(in thousands) Core Deposit Intangible Customer Relationship Intangible Total
2025 $ 3,532 $ 6 $ 3,538
2026 3,840 - 3,840
2027 2,757 - 2,757
2028 2,110 - 2,110
2029 1,681 - 1,681
Thereafter 2,645 - 2,645
Total $ 16,565 $ 6 $ 16,571
7. Other Assets
The components of the Company's other assets as of March 31, 2025 and December 31, 2024 were as follows:
(in thousands) March 31, 2025 December 31, 2024
Bank-owned life insurance $ 100,487 $ 99,810
Interest receivable 26,668 26,467
FHLB stock 5,025 5,156
Mortgage servicing rights 12,019 12,232
Operating lease right-of-use assets, net 2,067 1,576
Federal and state income taxes, current 7,105 8,282
Federal and state income taxes, deferred 51,786 58,127
Derivative assets 22,648 24,397
Other receivables/assets 19,185 16,783
$ 246,990 $ 252,830
8. Deposits
The following table presents the composition of our deposits as of the dates indicated:
(in thousands) March 31, 2025 December 31, 2024
Noninterest bearing deposits $ 903,714 $ 951,423
Interest checking deposits 1,283,328 1,258,191
Money market deposits 1,002,066 1,053,988
Savings deposits 877,348 820,549
Time deposits of $250 and under 1,018,012 1,026,793
Time deposits over $250 404,674 367,038
Total deposits
$ 5,489,142 $ 5,477,982
The Company had $25.0 million and $25.3 million in reciprocal time deposits as of March 31, 2025 and December 31, 2024, respectively. Included in money market deposits at March 31, 2025 and December 31, 2024 were $125.7 million and $156.2 million, respectively, of interest-bearing reciprocal deposits. Included in noninterest bearing deposits at March 31, 2025 and December 31, 2024 were $68.4 million and $95.0 million, respectively, of noninterest-bearing reciprocal deposits. These reciprocal deposits are part of the IntraFi Network Deposits program, which is used by financial institutions to distribute
25
Table of Contents
deposits that exceed the FDIC insurance coverage limits to numerous institutions in order to provide insurance coverage for all participating deposits. In addition, included within the time deposits of $250 thousand and under was $200.0 million of brokered deposits as of both March 31, 2025 and December 31, 2024.
As of March 31, 2025 and December 31, 2024, the Company had public entity deposits, which were collateralized by investment securities balances of $13.4 million and $19.9 million, respectively. As of March 31, 2025 and December 31, 2024, the public entity deposits were also collateralized by FHLB letters of credit totaling $127.2 million and $116.1 million, respectively.
9. Short-Term Borrowings
The following table summarizes the Company's short-term borrowings as of the dates indicated:
March 31, 2025 December 31, 2024
(in thousands) Weighted Average Rate Balance Weighted Average Rate Balance
Securities sold under agreements to repurchase 0.70 % $ 1,482 0.70 % $ 3,186
Securities Sold Under an Agreement to Repurchase:Securities sold under agreements to repurchase are agreements in which the Company acquires funds by selling assets to another party under a simultaneous agreement to repurchase the same assets at a specified price and date. The Company enters into repurchase agreements and also offers a demand deposit account product to customers that sweeps their balances in excess of an agreed upon target amount into overnight repurchase agreements. All securities sold under agreements to repurchase are recorded on the face of the balance sheet.
Federal Home Loan Bank Advances:The Bank has a secured line of credit with the FHLBDM. At March 31, 2025 and December 31, 2024, the Company had FHLB borrowing capacity of $583.8 million and $624.0 million, respectively. Advances from the FHLBDM are collateralized primarily by one- to four-family residential, commercial and agricultural real estate first mortgages equal to various percentages of the total outstanding notes. See Note 4. Loans Receivable and the Allowance for Credit Lossesof the notes to the consolidated financial statements.
Federal Funds Purchased:The Bank has unsecured federal funds lines totaling $110.0 million from multiple correspondent banking relationships. There were no borrowings from such lines outstanding at either March 31, 2025 or December 31, 2024.
Federal Reserve Bank Borrowing:At both March 31, 2025 and December 31, 2024, the Company had no Federal Reserve Discount Window borrowings outstanding, while its borrowing capacity was $323.0 million as of March 31, 2025 and $330.1 million as of December 31, 2024. As of March 31, 2025 and December 31, 2024, the bank had pledged debt securities with a market value of $346.9 million and $353.9 million, respectively.
Unsecured Line of Credit:The Company has a credit agreement with a correspondent bank with a revolving commitment of $25.0 million. The credit agreement was amended on September 30, 2024 such that the revolving commitment matures on September 30, 2025, with no other alterations made to the fee structure or interest rate. Fees are paid on the average daily unused revolving commitment in the amount of 0.30% per annum. Interest is payable at a rate equal to the monthly reset term SOFR rate plus 1.55%. The Company had no borrowings outstanding under this revolving credit facility as of both March 31, 2025 and December 31, 2024.
26
Table of Contents
10. Long-Term Debt
Junior Subordinated Notes Issued to Capital Trusts
Thetable below summarizes the terms of each issuance of junior subordinated notes outstanding as of the dates indicated:
March 31, December 31, March 31, December 31,
2025 2024 2025 2024
(in thousands) Face Value Book Value
Interest Rate(1)
Rate Maturity Date Callable Date
ATBancorp Statutory Trust I $ 7,732 $ 7,026 $ 7,014
1.68% Margin
6.24 % 6.30 % 06/15/2036 06/15/2011
ATBancorp Statutory Trust II 12,372 11,120 11,103
1.65% Margin
6.21 % 6.27 % 09/15/2037 06/15/2012
Barron Investment Capital Trust I 2,062 1,895 1,888
2.15% Margin
6.71 % 6.75 % 09/23/2036 09/23/2011
Central Bancshares Capital Trust II 7,217 7,011 7,002
3.50% Margin
8.06 % 8.12 % 03/15/2038 03/15/2013
MidWestOne Statutory Trust II 15,464 15,464 15,464
1.59% Margin
6.15 % 6.21 % 12/15/2037 12/15/2012
Total
$ 44,847 $ 42,516 $ 42,471
(1) Interest rate is equal to the Three-month CME Term SOFR + 0.26% Spread + Applicable Margin
The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated notes at the stated maturity date or upon redemption of the junior subordinated notes. Each trust's ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payment on the related junior subordinated notes. The Company's obligation under the junior subordinated notes and other relevant trust agreements, in aggregate, constitutes a full and unconditional guarantee by the Company of each trust's obligations under the trust preferred securities issued by each trust. The Company has the right to defer payment of interest on the junior subordinated notes and, therefore, distributions on the trust preferred securities, for up to five years, but not beyond the stated maturity date in the table above. During any such deferral period the Company may not pay cash dividends on its stock and generally may not repurchase its stock.
Subordinated Debentures
On July 28, 2020, the Company completed the private placement offering of $65.0 million of its subordinated notes, of which $63.75 million have been exchanged for subordinated notes registered under the Securities Act of 1933. The 5.75% fixed-to-floating rate subordinated notes are due July 30, 2030. On July 30, 2025, the interest rate on the subordinated notes will reset quarterly to a floating rate of three-month term SOFR plus 5.68%. At March 31, 2025, 100% of the subordinated notes qualified as Tier 2 capital. Per applicable Federal Reserve rules and regulations, the amount of the subordinated notes qualifying as Tier 2 regulatory capital will be phased-out by 20% of the amount of the subordinated notes in each of the five years beginning on the fifth anniversary preceding the maturity date of the subordinated notes. At both March 31, 2025 and December 31, 2024, the Company had outstanding subordinated debentures of $64.3 million.
Other Long-Term Debt
Other long-term borrowings were as follows as of March 31, 2025 and December 31, 2024:
March 31, 2025 December 31, 2024
(in thousands) Weighted Average Rate Balance Weighted Average Rate Balance
Finance lease payable 8.89 % $ 343 8.89 % $ 398
FHLB borrowings - 4,239 - 4,239
Note payable to unaffiliated bank - - 6.10 2,000
Total
0.67 % $ 4,582 2.37 % $ 6,637
On June 7, 2022, pursuant to a credit agreement with a correspondent bank, the Company entered into a $35.0 million term note payable maturing on June 30, 2027. Principal and interest are payable quarterly, and began on September 30, 2022. Interest accrues at the monthly reset term SOFR plus 1.55%. The credit agreement includes customary covenants requiring the Company to, among other things, maintain minimum levels of both regulatory capital and certain financial ratios; the Company certifies compliance with the covenants on a quarterly basis. On February 12, 2024, the credit agreement, including certain of its covenants, was amended. On September 30, 2024, the credit agreement was again amended to alter certain terms and to extend the maturity date of the line of credit to September 30, 2025.
27
Table of Contents
As a member of the FHLBDM, the Bank may borrow funds from the FHLB, provided the Bank is able to pledge an adequate amount of qualified assets to secure the borrowings. In addition, the FHLB has established a credit capacity limit to the Bank that is equal to 45% of the Bank's total assets. This credit capacity limit includes short-term and long-term borrowings, federal funds, letters of credit and other sources of credit exposure to the FHLB. Advances from the FHLB are collateralized primarily by one- to four-family residential, commercial and agricultural real estate first mortgages equal to various percentages of the total outstanding notes. See Note 4. Loans Receivable and the Allowance for Credit Lossesof the notes to the unaudited consolidated financial statements.
As of March 31, 2025, the Company had outstanding FHLB borrowings of $4.2 million due in 2029 with a 0% fixed interest rate.
11. Earnings per Share
The following table presents the computation of basic and diluted earnings per common share for the periods indicated:
Three Months Ended March 31,
(in thousands, except per share amounts) 2025 2024
Basic Earnings Per Share:
Net income $ 15,138 $ 3,269
Weighted average shares outstanding 20,796,600 15,722,697
Basic earnings per common share $ 0.73 $ 0.21
Diluted Earnings Per Share:
Net income $ 15,138 $ 3,269
Weighted average shares outstanding, including all dilutive potential shares
20,849,255 15,773,521
Diluted earnings per common share $ 0.73 $ 0.21
12. Regulatory Capital Requirements and Restrictions on Subsidiary Cash
Regulatory Capital and Reserve Requirement:The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
As of both March 31, 2025 and December 31, 2024, the Bank was not required to maintain reserve balances in cash on hand or on deposit with Federal Reserve Banks, and therefore no amounts were held in reserve for each of these periods.
28
Table of Contents
A comparison of the Company's and the Bank's capital, with the corresponding minimum regulatory requirements in effect at March 31, 2025 and December 31, 2024, is presented below:
Actual
For Capital Adequacy Purposes With Capital Conservation Buffer(1)
To Be Well Capitalized Under Prompt Corrective Action Provisions
(in thousands) Amount Ratio Amount Ratio Amount Ratio
At March 31, 2025
Consolidated:
Total capital/risk weighted assets $706,187 14.34% $517,032 10.50% N/A N/A
Tier 1 capital/risk weighted assets 582,817 11.84 418,550 8.50 N/A N/A
Common equity tier 1 capital/risk weighted assets
540,301 10.97 344,688 7.00 N/A N/A
Tier 1 leverage capital/average assets 582,817 9.50 245,417 4.00 N/A N/A
MidWestOneBank:
Total capital/risk weighted assets $697,182 14.21% $515,255 10.50% $490,719 10.00%
Tier 1 capital/risk weighted assets 638,812 13.02 417,111 8.50 392,575 8.00
Common equity tier 1 capital/risk weighted assets
638,812 13.02 343,503 7.00 318,967 6.50
Tier 1 leverage capital/average assets 638,812 10.42 245,265 4.00 306,581 5.00
At December 31, 2024
Consolidated:
Total capital/risk weighted assets $692,834 14.07% $517,026 10.50% N/A N/A
Tier 1 capital/risk weighted assets 570,896 11.59 418,545 8.50 N/A N/A
Common equity tier 1 capital/risk weighted assets
528,425 10.73 344,684 7.00 N/A N/A
Tier 1 leverage capital/average assets 570,896 9.15 249,689 4.00 N/A N/A
MidWestOneBank:
Total capital/risk weighted assets $688,190 14.02% $515,575 10.50% $491,024 10.00%
Tier 1 capital/risk weighted assets 631,252 12.86 417,370 8.50 392,819 8.00
Common equity tier 1 capital/risk weighted assets
631,252 12.86 343,717 7.00 319,166 6.50
Tier 1 leverage capital/average assets 631,252 10.12 249,584 4.00 311,980 5.00
(1) Includes a capital conservation buffer of 2.50%.
13. Commitments and Contingencies
Credit-related financial instruments:The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, commitments to sell loans, and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets.
The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The following table summarizes the Bank's commitments as of the dates indicated:
March 31, 2025 December 31, 2024
(in thousands)
Commitments to extend credit $ 1,071,636 $ 1,073,297
Commitments to sell loans 13,836 749
Standby letters of credit 8,664 7,440
Total $ 1,094,136 $ 1,081,486
The Bank's exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the party. Collateral held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate and income-producing commercial properties.
Commitments to sell loans are agreements to sell loans held for sale to third parties at an agreed upon price.
Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to
29
Table of Contents
customers. The Bank holds collateral, which may include accounts receivable, inventory, property, equipment and income-producing properties, that support those commitments, if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Bank would be required to fund the commitment. The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary above. If the commitment is funded, the Bank would be entitled to seek recovery from the customer.
Liability for Off-Balance Sheet Credit Losses:The Company records a liability for off-balance sheet credit losses through a charge to credit loss expense (or a reversal of credit loss expense) on the Company's consolidated statements of income and other liabilities on the Company's consolidated balance sheets. At March 31, 2025 and December 31, 2024, the liability for off-balance-sheet credit losses totaled $4.5 million and $4.6 million, respectively. For the three months ended March 31, 2025, $0.1 million of credit loss benefit was recorded, with $0.1 million of credit loss expense recorded for the three months ended March 31, 2024.
Litigation:In the normal course of business, the Company and its subsidiaries have been named, from time to time, as defendants in various legal actions. Certain of the actual or threatened legal actions may include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Management, after consulting with legal counsel, is of the opinion that the ultimate liability, if any, resulting from these pending or threatened actions and proceedings will not have a material effect on the financial statements of the Company.
Concentrations of Credit Risk:Substantially all of the Bank's loans, commitments to extend credit and standby letters of credit have been granted to customers in the Bank's market areas. Although the loan portfolio of the Bank is diversified, approximately 65% of the loans were real estate loans, excluding farmland, and approximately 7% were agriculturally related as of March 31, 2025. The concentrations of credit by type of loan are set forth in Note 4. Loans Receivable and the Allowance for Credit Losses. Commitments to extend credit are primarily related to commercial loans and home equity loans. Standby letters of credit were granted primarily to commercial borrowers. Investments in securities issued by state and political subdivisions involve certain governmental entities within Iowa and Minnesota. The carrying value of investment securities of Iowa and Minnesota political subdivisions totaled 27% and 16%, respectively, as of March 31, 2025.
14. Fair Value of Financial Instruments and Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
•Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
•Level 2 - Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
•Level 3 - Significant unobservable inputs that reflect a company's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
For additional information regarding the valuation methodologies used to measure the Company's assets recorded at fair value, and for estimating fair value for financial instruments not recorded at fair value, see Note 1. Nature of Business and Significant Accounting Policies and Note 20. Estimated Fair Value of Financial Instruments and Fair Value Measurements to the consolidated financial statements in the Company's 2024 Annual Report on Form 10-K, filed with the SEC on March 11, 2025.
The Company uses fair value to measure certain assets and liabilities on a recurring basis, primarily available for sale debt securities, derivatives and mortgage servicing rights. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period, and such measurements are therefore considered "nonrecurring"for purposes of disclosing the Company's fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for collateral dependent individually analyzed loans and foreclosed assets.
30
Table of Contents
Recurring Basis
The following tables summarize assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, by level within the fair value hierarchy:
Fair Value Measurement at March 31, 2025 Using
(in thousands) Total Level 1 Level 2 Level 3
Assets:
Available for sale debt securities:
U.S. Treasury securities $ 50,673 $ - $ 50,673 $ -
U.S. Government agencies and corporations 15,053 - 15,053 -
State and political subdivisions
127,200 - 127,200 -
Mortgage-backed securities
322,839 - 322,839 -
Collateralized loan obligations 45,159 - 45,159 -
Collateralized mortgage obligations
631,238 - 631,238 -
Corporate debt securities
113,368 - 113,368 -
Derivative assets 22,648 - 22,590 58
Mortgage servicing rights 12,019 - 12,019 -
Liabilities:
Derivative liabilities
$ 21,434 $ - $ 21,434 $ -
Fair Value Measurement at December 31, 2024 Using
(in thousands) Total Level 1 Level 2 Level 3
Assets:
Available for sale debt securities:
U.S. Treasury securities
$ 50,399 $ - $ 50,399 $ -
U.S. Government agencies and corporations
9,941 - 9,941 -
State and political subdivisions
135,720 - 135,720 -
Mortgage-backed securities
323,439 - 323,439 -
Collateralized loan obligations 48,869 - 48,869 -
Collateralized mortgage obligations
646,109 - 646,109 -
Corporate debt securities
113,956 - 113,956 -
Derivative assets 24,397 - 24,387 10
Mortgage servicing rights 12,232 - 12,232 -
Liabilities:
Derivative liabilities $ 21,712 $ - $ 21,712 $ -
There were no transfers of assets between Level 3 and other levels of the fair value hierarchy during the three months ended March 31, 2025 or the year ended December 31, 2024. Changes in the fair value of available for sale debt securities, including the changes attributable to the hedged risk, are included in other comprehensive income.
The following table presents the valuation technique, significant unobservable inputs, and quantitative information about the unobservable inputs used for fair value measurements of the financial instruments held by the Company and categorized within Level 3 of the fair value hierarchy at the dates indicated:
Fair Value at
(in thousands) March 31, 2025 December 31, 2024 Valuation Techniques(s) Unobservable Input Range of Inputs Weighted Average
Interest rate lock commitments $ 58 $ 10 Quoted or published market prices of similar instruments, adjusted for factors such as pull-through rate assumptions Pull-through rate 91% - 100% 96%
Nonrecurring Basis
The following table presents assets measured at fair value on a nonrecurring basis at the dates indicated:
Fair Value Measurement at March 31, 2025 Using
(in thousands) Total Level 1 Level 2 Level 3
Collateral dependent individually analyzed loans $ 7,136 $ - $ - $ 7,136
Foreclosed assets, net
3,419 - - 3,419
Fair Value Measurement at December 31, 2024 Using
(in thousands) Total Level 1 Level 2 Level 3
Collateral dependent individually analyzed loans $ 10,697 $ - $ - $ 10,697
Foreclosed assets, net
3,337 - - 3,337
31
Table of Contents
The following table presents the valuation technique(s), unobservable inputs, and quantitative information about the unobservable inputs used for fair value measurements of the financial instruments held by the Company and categorized within Level 3 of the fair value hierarchy at the dates indicated:
Fair Value at
(in thousands) March 31, 2025 December 31, 2024 Valuation Techniques(s) Unobservable Input Range of Inputs Weighted Average
Collateral dependent individually analyzed loans $ 7,136 $ 10,697 Fair value of collateral Valuation adjustments -% - 55% 6%
Foreclosed assets, net $ 3,419 $ 3,337 Fair value of collateral Valuation adjustments 21% - 21% 21%
Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.
Carrying Amount and Estimated Fair Value of Financial Instruments
The carrying amount and estimated fair value of financial instruments at March 31, 2025 and December 31, 2024 were as follows:
March 31, 2025
(in thousands) Carrying
Amount 		Estimated
Fair Value 		Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 250,905 $ 250,905 $ 250,905 $ - $ -
Debt securities available for sale 1,305,530 1,305,530 - 1,305,530 -
Loans held for sale 13,836 15,155 - 15,155 -
Loans held for investment, net 4,250,284 4,169,681 - - 4,169,681
Interest receivable 26,668 26,668 - 26,668 -
FHLB stock 5,025 5,025 - 5,025 -
Derivative assets 22,648 22,648 - 22,590 58
Financial liabilities:
Noninterest bearing deposits 903,714 903,714 903,714 - -
Interest bearing deposits 4,585,428 4,558,287 3,162,742 1,395,545
Short-term borrowings 1,482 1,482 1,482 - -
Finance leases payable 343 343 - 343 -
FHLB borrowings 4,239 4,065 - 4,065 -
Junior subordinated notes issued to capital trusts 42,516 37,917 - 37,917 -
Subordinated debentures 64,300 64,095 - 64,095 -
Derivative liabilities 21,434 21,434 - 21,434 -
December 31, 2024
(in thousands)
Carrying
Amount
Estimated
Fair Value
Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 204,895 $ 204,895 $ 204,895 $ - $ -
Debt securities available for sale 1,328,433 1,328,433 - 1,328,433 -
Loans held for sale 749 758 - 758 -
Loans held for investment, net 4,260,427 4,156,142 - - 4,156,142
Interest receivable 26,467 26,467 - 26,467 -
FHLB stock 5,156 5,156 - 5,156 -
Derivative assets 24,397 24,397 - 24,387 10
Financial liabilities:
Noninterest bearing deposits 951,423 951,423 951,423 - -
Interest bearing deposits 4,526,559 4,508,773 3,132,728 1,376,045 -
Short-term borrowings 3,186 3,186 3,186 - -
Finance leases payable 398 398 - 398 -
FHLB borrowings 4,239 4,064 - 4,064 -
Junior subordinated notes issued to capital trusts 42,471 37,845 - 37,845 -
Subordinated debentures 64,268 63,469 - 63,469 -
Other long-term debt 2,000 2,000 - 2,000 -
Derivative liabilities 21,712 21,712 - 21,712 -
15. Leases
The Company's lease commitments consist primarily of real estate property for banking offices and office space with terms extending through 2045. Substantially all of the Company's leases are classified as operating leases, with the Company holding only one existing finance lease for a banking office location with a lease term through 2026.
32
Table of Contents
(in thousands) Classification March 31, 2025 December 31, 2024
Operating lease right-of-use assets
Other assets
$ 2,067 $ 1,576
Finance lease right-of-use asset
Premises and equipment, net
135 159
Total right-of-use assets
$ 2,202 $ 1,735
Operating lease liability
Other liabilities
$ 2,629 $ 2,179
Finance lease liability
Long-term debt
343 398
Total lease liabilities
$ 2,972 $ 2,577
Weighted-average remaining lease term:
Operating leases
10.92 years 12.26 years
Finance lease
1.42 years 1.67 years
Weighted-average discount rate:
Operating leases
4.67 % 4.92 %
Finance lease
8.89 % 8.89 %
The following table represents lease costs and other lease information for the periods indicated. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.
Three Months Ended
March 31,
(in thousands) 2025 2024
Lease Costs
Operating lease cost
$ 170 $ 388
Variable lease cost
9 7
Interest on lease liabilities(1)
8 13
Amortization of right-of-use assets
24 24
Net lease cost
$ 211 $ 432
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$ 378 $ 822
Operating cash flows from finance lease
8 13
Finance cash flows from finance lease
55 50
Supplemental non-cash information on lease liabilities:
Right-of-use assets obtained in exchange for new operating lease liabilities 627 156
(1)Included in long-term debt interest expense in the Company's consolidated statements of income. All other lease costs in this table are included in occupancy expense of premises, net.
Future minimum payments for finance leases and operating leases with initial or remaining terms of one year or more for the remaining nine months ending December 31, 2025 and the succeeding annual periods were as follows:
(in thousands) Finance Leases Operating Leases
December 31, 2025 $ 192 $ 507
December 31, 2026 172 576
December 31, 2027 - 435
December 31, 2028 - 274
December 31, 2029 - 237
Thereafter - 1,526
Total undiscounted lease payment $ 364 $ 3,555
Amounts representing interest (21) (926)
Lease liability $ 343 $ 2,629
33
Table of Contents
16. Accumulated Other Comprehensive Income (Loss)
The following tables summarize the changes in accumulated other comprehensive income (loss) by component, net of tax for the periods indicated:
Three Months Ended March 31,
(in thousands) Unrealized Gain (Loss) from AFS Debt Securities Reclassification of AFS Debt Securities to HTM Unrealized Gain (Loss) from Cash Flow Hedging Instruments Total
Balance, December 31, 2023 $ (69,915) $ 4,511 $ 505 $ (64,899)
Other comprehensive income before reclassifications 1,607 374 2,071 4,052
Amounts reclassified from AOCI 632 - (589) 43
Net current-period other comprehensive income 2,239 374 1,482 4,095
Balance, March 31, 2024 $ (67,676) $ 4,885 $ 1,987 $ (60,804)
Balance, December 31, 2024 $ (73,350) $ - $ 588 $ (72,762)
Other comprehensive income (loss) before reclassifications 9,919 - (148) 9,771
Amounts reclassified from AOCI 101 - (208) (107)
Net current-period other comprehensive income (loss) 10,020 - (356) 9,664
Balance, March 31, 2025 $ (63,330) $ - $ 232 $ (63,098)
The following table presents reclassifications out of AOCI for the periods indicated:
Three Months Ended March 31,
(in thousands) 2025 2024
Investment securities gains, net $ (33) $ (36)
Interest income 168 882
Interest expense (279) (788)
Income tax benefit (expense) 37 (15)
Net of tax $ (107) $ 43
17. Subsequent Events
On April 22, 2025, the board of directors of the Company declared a cash dividend of $0.2425 per share, payable on June 16, 2025 to shareholders of record as of the close of business on June 2, 2025.
The Company has evaluated events that have occurred subsequent to March 31, 2025, and has concluded there are no other subsequent events that would require recognition in the accompanying consolidated financial statements.
34
Table of Contents
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995. We and our representatives may, from time to time, make written or oral statements that are "forward-looking" and provide information other than historical information. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "should," "could," "would," "plans," "intend," "project," "estimate," "forecast," "may" or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Additionally, we undertake no obligation to update any statement in light of new information or future events, except as required under federal securities law.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have an impact on our ability to achieve operating results, growth plan goals and future prospects include, but are not limited to, the following:
•the effects of changes in interest rates, including on our net income and the value of our securities portfolio;
•fluctuations in the value of our investment securities;
•effects on the U.S. economy resulting from the implementation of proposed policies and executive orders, including the imposition of tariffs, changes in immigration policy, changes to regulatory or other governmental agencies, and changes in foreign policy and tax regulations;
•volatility of rate-sensitive deposits;
•asset/liability matching risks and liquidity risks;
•the ability to successfully manage liquidity risk, which may increase dependence on non-core funding sources such as brokered deposits, and may negatively impact the Company's cost of funds;
•the concentration of large deposits from certain clients, including those who have balances above current FDIC insurance limits;
•credit quality deterioration, pronounced and sustained reduction in real estate market values, or other uncertainties, including the impact of inflationary pressures and future monetary policies of the Federal Reserve in response thereto on economic conditions and our business, resulting in an increase in the allowance for credit losses, an increase in the credit loss expense, and a reduction in net earnings;
•the sufficiency of the allowance for credit losses to absorb the amount of expected losses inherent in our existing loan portfolio;
•the failure of assumptions underlying the establishment of allowances for credit losses and estimation of values of collateral and various financial assets and liabilities;
•credit risks and risks from concentrations (by type of borrower, collateral, geographic area and by industry) within our loan portfolio;
•changes in the economic environment, competition, or other factors that may affect our ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan portfolio and loan and deposit pricing;
•governmental monetary and fiscal policies;
•new or revised general economic, political, or industry conditions, nationally, internationally or in the communities in which we conduct business, including the risk of a recession;
•the imposition of domestic or foreign tariffs or other governmental policies impacting the global supply chain and the value of the agricultural or other products of our borrowers;
•war or terrorist activities, including ongoing conflicts in the Middle East and the Russian invasion of Ukraine, widespread disease or pandemic, or other adverse external events, which may cause deterioration in the economy or cause instability in credit markets;
•legislative and regulatory changes, including changes in banking, securities, trade, and tax laws and regulations and their application by our regulators, and including changes in interpretation or prioritization of such laws and regulations;
•changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the FASB;
•the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, financial technology companies, and other financial institutions operating in our markets or elsewhere or providing similar services;
•changes in the business and economic conditions generally and in the financial services industry, and the effects of recent developments and events in the financial services industry, including the large-scale deposit withdrawals over a short period of time that resulted in prior bank failures;
•the occurrence of fraudulent activity, breaches, or failures of our or our third party vendors' information security controls or cyber-security related incidents, including as a result of sophisticated attacks using artificial intelligence and similar tools or as a result of insider fraud;
•the ability to attract and retain key executives and employees experienced in banking and financial services;
•our ability to adapt successfully to technological changes to compete effectively in the marketplace;
•operational risks, including data processing system failures and fraud;
•the costs, effects and outcomes of existing or future litigation or other legal proceedings and regulatory actions;
•the risks of mergers or branch sales (including the sale of our Florida banking operations and the acquisition of DNVB), including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;
•the economic impacts on the Company and its customers of climate change, natural disasters and exceptional weather occurrences, such as: tornadoes, floods and blizzards; and
•factors and risks described under "Risk Factors" in our Annual Report on Form 10-K and in other reports we file with the SEC.
We qualify all of our forward-looking statements by the foregoing cautionary statements. Because of these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, our past results of operations are not necessarily indicative of our future results.
35
Table of Contents
OVERVIEW
The Company provides financial services to individuals, businesses, governmental units and institutional customers located primarily in the upper Midwest through its bank subsidiary, MidWestOne Bank. The Bank has locations throughout central and eastern Iowa, the Minneapolis/St. Paul metropolitan area, southwestern Wisconsin, and Denver, Colorado.
On January 31, 2024, the Company completed the acquisition of DNVB, a bank holding company headquartered in Denver, Colorado, and the parent company of BOD. Immediately following completion of the acquisition, BOD was merged with and into the Bank. As consideration for the merger, we paid cash of $32.6 million.
On June 7, 2024, the Bank completed the sale of its Florida banking operations for a 7.5% deposit premium, which consisted of one bank branch in each of Naples and Ft. Myers, Florida.
In the first quarter of 2025, MidWestOneBank reclassified $11.0 million of credit card receivables to loans held for sale. The sale is expected to close in the fourth quarter of 2025.
The Bank is focused on delivering relationship-based business and personal banking products and services. The Bank provides commercial loans, real estate loans, agricultural loans, credit card loans, and consumer loans. The Bank also provides deposit products including demand and interest checking accounts, savings accounts, money market accounts, and time deposits. Complementary to our loan and deposit products, the Bank also provides products and services including treasury management, Zelle, online and mobile banking, credit and debit cards, ATMs, and safe deposit boxes. The Bank also has wealth management services through which it offers the administration of estates, trusts, and conservatorships, as well as financial planning, investment advisory, and brokerage services (the latter of which is provided through an arrangement with a third-party registered broker-dealer).
Our results of operations are significantly affected by our net interest income. Results of operations are also affected by noninterest income and expense, credit loss expense and income tax expense. Significant external factors that impact our results of operations include general economic and competitive conditions, as well as changes in market interest rates, government policies, and actions of regulatory authorities.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and the statistical information and financial data appearing in this report as well as our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025. Results of operations for the three months ended March 31, 2025 are not necessarily indicative of results to be attained for any other period.
FINANCIAL SUMMARY
The Company reported net income for the three months ended March 31, 2025 of $15.1 million, an increase of $11.9 million, compared to net income of $3.3 million for the three months ended March 31, 2024, with diluted earnings per share of $0.73 and $0.21 for the three months ended March 31, 2025 and 2024, respectively. Adjusted earnings (a non-GAAP financial measure - see the "Non-GAAP Presentations" section for a reconciliation to the most comparable GAAP equivalent) for the three months ended March 31, 2025 were $15.3 million, compared to $4.5 million for the three months ended March 31, 2024, with adjusted earnings per share (a non-GAAP financial measure - see the "Non-GAAP Presentations" section for a reconciliation to the most comparable GAAP equivalent) of $0.73 and $0.29 for the three months ended March 31, 2025 and 2024, respectively.
The periods as of and for the three months ended March 31, 2025 were also highlighted by the following results:
Balance Sheet:
•Total assets increased to $6.25 billion at March 31, 2025 from $6.24 billion at December 31, 2024, primarily driven by higher cash balances, partially offset by lower securities balances.
•Total debt securities AFS at March 31, 2025 were $1.31 billion, as compared to $1.33 billion at December 31, 2024.
•Gross loans held for investment decreased $12.9 million, from $4.33 billion at December 31, 2024 to $4.32 billion at March 31, 2025, primarily due to the reclassification of $11.0 million of credit card receivables to loans held for sale in the first quarter of 2025.
•The allowance for credit losses was $53.9 million, or 1.25% of total loans, at March 31, 2025, compared with $55.2 million, or 1.28% of total loans, at December 31, 2024. The decrease in the ACL reflected net charge-off activity of $3.1 million, partially offset by credit loss expense related to loans of $1.8 million.
•Nonperforming assets declined $4.3 million, from $25.2 million at December 31, 2024, to $20.9 million at March 31, 2025.
•Total deposits increased $11.2 million, from $5.48 billion at December 31, 2024, to $5.49 billion at March 31, 2025.
•Short-term borrowings decreased to $1.5 million at March 31, 2025, from $3.2 million at December 31, 2024. Long-term debt decreased to $111.4 million at March 31, 2025, from $113.4 million at December 31, 2024.
36
Table of Contents
•The Company was well-capitalized with a total risk-based capital ratio of 14.34% at March 31, 2025.
Income Statement:
•Tax equivalent net interest income (a non-GAAP financial measure - see the "Non-GAAP Presentations" section for a reconciliation to the most comparable GAAP equivalent) was $48.6 million for the first quarter of 2025, an increase of $12.5 million, from $36.0 million in the first quarter of 2024. The increase in tax equivalent net interest income was due primarily to an increase of $2.6 million in investment securities interest income, a $1.6 million increase in loan interest income, and a decrease in interest expense on interest-bearing deposits and borrowed funds of $2.2 million and $5.3 million, respectively.
•Credit loss expense of $1.7 million was recorded during the first quarter of 2025, compared to credit loss expense of $4.7 million recorded in the first quarter of 2024. Credit loss expense in the first quarter of 2025 primarily reflected an additional reserve on collectively evaluated loans.
•Noninterest income increased $0.4 million, from $9.8 million in the first quarter of 2024, to $10.1 million in the first quarter of 2025, primarily due to increases of $0.4 million and $0.3 million in BOLI and loan revenue, respectively.
•Noninterest expense increased $0.7 million, from $35.6 million in the first quarter of 2024, to $36.3 million in the first quarter of 2025, primarily due to increases in other noninterest expense, data processing, and compensation and employee benefits of $1.0 million, $0.3 million, and $0.3 million, respectively.
Critical Accounting Estimates
Management has identified the accounting policies related to the ACL and the annual impairment testing of goodwill and other intangible assets to be critical accounting policies. Information about our critical accounting estimates is included under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025, and there have been no material changes in these critical accounting policies since December 31, 2024.
RESULTS OF OPERATIONS
Comparison of Operating Results for the Three Months Ended March 31, 2025 and March 31, 2024
Summary
As of or for the Three Months Ended March 31,
(in thousands, except per share amounts) 2025 2024
Net Interest Income $ 47,439 $ 34,731
Noninterest Income 10,136 9,750
Total Revenue, Net of Interest Expense 57,575 44,481
Credit Loss Expense 1,687 4,689
Noninterest Expense 36,293 35,565
Income Before Income Tax Expense 19,595 4,227
Income Tax Expense 4,457 958
Net Income 15,138 3,269
Adjusted Earnings(1)
$ 15,301 $ 4,504
Diluted Earnings Per Share $ 0.73 $ 0.21
Adjusted Earnings Per Share(1)
0.73 0.29
Return on Average Assets 1.00 % 0.20 %
Return on Average Equity 10.74 2.49
Return on Average Tangible Equity(1)
13.75 4.18
Efficiency Ratio(1)
59.38 71.28
Dividend Payout Ratio 33.22 115.48
Common Equity Ratio 9.27 7.83
Tangible Common Equity Ratio(1)
7.89 6.43
Book Value per Share $ 27.85 $ 33.53
Tangible Book Value per Share(1)
23.36 27.14
(1) A non-GAAP financial measure. See "Non-GAAP Financial Measures" for a reconciliation to the most comparable GAAP equivalents.
37
Table of Contents
Net Interest Income
The following table shows consolidated average balance sheets, detailing the major categories of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for interest-bearing liabilities, and the related yields and costs for the periods indicated:
Three Months Ended March 31,
2025 2024
Average
Balance 		Interest
Income/
Expense 		Average
Yield/
Cost 		Average
Balance 		Interest
Income/
Expense 		Average
Yield/
Cost
(in thousands)
ASSETS
Loans, including fees (1)(2)(3)
$ 4,290,710 $ 60,443 5.71 % $ 4,298,216 $ 58,867 5.51 %
Taxable investment securities
1,207,844 13,327 4.47 1,557,603 9,460 2.44
Tax-exempt investment securities (2)(4)
105,563 865 3.32 328,736 2,097 2.57
Total securities held for investment (2)
1,313,407 14,192 4.38 1,886,339 11,557 2.46
Other
124,133 1,247 4.07 30,605 418 5.49
Total interest earning assets (2)
$ 5,728,250 $ 75,882 5.37 % $ 6,215,160 $ 70,842 4.58 %
Other assets
440,296 420,219
Total assets
$ 6,168,546 $ 6,635,379
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest checking deposits
$ 1,240,586 $ 2,127 0.70 % $ 1,301,470 $ 2,890 0.89 %
Money market deposits
1,002,743 6,333 2.56 1,102,543 8,065 2.94
Savings deposits
835,731 3,057 1.48 694,143 2,047 1.19
Time deposits
1,397,595 13,967 4.05 1,446,981 14,724 4.09
Total interest bearing deposits
4,476,655 25,484 2.31 4,545,137 27,726 2.45
Securities sold under agreements to repurchase 2,705 5 0.75 5,330 11 0.83
Other short-term borrowings - 20 - 409,525 4,964 4.88
Total short-term borrowings 2,705 25 3.75 414,855 4,975 4.82
Long-term debt 113,364 1,791 6.41 123,266 2,103 6.86
Total borrowed funds
116,069 1,816 6.35 538,121 7,078 5.29
Total interest bearing liabilities
$ 4,592,724 $ 27,300 2.41 % $ 5,083,258 $ 34,804 2.75 %
Noninterest bearing deposits
922,164 935,977
Other liabilities
82,280 88,611
Shareholders' equity
571,378 527,533
Total liabilities and shareholders' equity
$ 6,168,546 $ 6,635,379
Net interest income (2)
$ 48,582 $ 36,038
Net interest spread(2)
2.96 % 1.83 %
Net interest margin(2)
3.44 % 2.33 %
Total deposits(5)
$ 5,398,819 $ 25,484 1.91 % $ 5,481,114 $ 27,726 2.03 %
Cost of funds(6)
2.01 % 2.33 %
(1) Average balance includes nonaccrual loans.
(2) Tax equivalent (a non-GAAP financial measure - see the "Non-GAAP Presentations" section for a reconciliation to the most comparable GAAP equivalent). The federal statutory tax rate utilized was 21%.
(3)
Interest income includes net loan fees, loan purchase discount accretion and tax equivalent adjustments. Net loan fees were $256 thousand and $237 thousand for the three months ended March 31, 2025 and March 31, 2024, respectively. Loan purchase discount accretion was $1.2 million for the three months ended March 31, 2025 and March 31, 2024. Tax equivalent adjustments were $981 thousand and $920 thousand for the three months ended March 31, 2025 and March 31, 2024, respectively. The federal statutory tax rate utilized was 21%.
(4)
Interest income includes tax equivalent adjustments of $162 thousand and $387 thousand for the three months ended March 31, 2025 and March 31, 2024, respectively. The federal statutory tax rate utilized was 21%.
(5) Total deposits is the sum of total interest bearing deposits and noninterest bearing deposits. The cost of total deposits is calculated as annualized interest expense on deposits divided by average total deposits.
(6) Cost of funds is calculated as annualized total interest expense divided by the sum of average total deposits and borrowed funds.
38
Table of Contents
The following table shows changes to tax equivalent net interest income (a non-GAAP financial measure - see the "Non-GAAP Presentations" section for a reconciliation to the most comparable GAAP equivalent) attributable to (i) changes in volume and (ii) changes in rate. Changes attributable to both rate and volume have been allocated proportionately to the change due to volume and the change due to rate.
Three Months Ended March 31,
2025 Compared to 2024
Change due to
(in thousands) Volume Yield/Cost Net
Increase (decrease) in interest income:
Loans, including fees (1)
$ (122) $ 1,698 $ 1,576
Taxable investment securities
(2,492) 6,359 3,867
Tax-exempt investment securities (1)
(1,712) 480 (1,232)
Total securities held for investment (1)
(4,204) 6,839 2,635
Other
962 (133) 829
Change in interest income (1)
(3,364) 8,404 5,040
Increase (decrease) in interest expense:
Interest checking deposits
(137) (626) (763)
Money market deposits
(713) (1,019) (1,732)
Savings deposits
460 550 1,010
Time deposits
(588) (169) (757)
Total interest-bearing deposits
(978) (1,264) (2,242)
Securities sold under agreements to repurchase (5) (1) (6)
Other short-term borrowings (4,944) - (4,944)
Total short-term borrowings (4,949) (1) (4,950)
Long-term debt
(171) (141) (312)
Total borrowed funds
(5,120) (142) (5,262)
Change in interest expense
(6,098) (1,406) (7,504)
Change in net interest income $ 2,734 $ 9,810 $ 12,544
Percentage increase in net interest income over prior period 34.8 %
(1) Tax equivalent, using a federal statutory tax rate of 21%.
Our tax equivalent net interest income for the first quarter of 2025 was $48.6 million, an increase of $12.5 million, or 34.8%, compared to $36.0 million for the first quarter of 2024. The increase in tax equivalent net interest income in the first quarter of 2025 compared to the first quarter of 2024 was partially due to an increase of $2.6 million, or 22.8%, in interest income earned from investment securities, which stemmed from higher asset yields, partially offset by lower volumes of securities. The increase was also due to an increase of $1.6 million, or 2.7%, in loan interest income stemming from higher yields, partially offset by a decrease in loan volume, coupled with decreases in interest expense on borrowed funds and interest bearing deposits of $5.3 million and $2.2 million, respectively, stemming from lower costs and volumes.
The tax equivalent net interest margin for the first quarter of 2025 improved to 3.44% from 2.33% in the first quarter of 2024, driven by higher earning asset yields and lower interest bearing liability costs. Total earning asset yield increased 79 basis points ("bps") from the first quarter of 2024, primarily due to increases of 192 bps and 20 bps in total investment securities and loan yields, respectively. Interest bearing liability costs decreased 34 bps to 2.41%, due to short-term borrowing costs of 3.75%, long-term debt costs of 6.41%, and interest bearing deposit costs of 2.31%, which decreased 107 bps, 45 bps, and 14 bps, respectively, from the first quarter of 2024.
Credit Loss Expense
Credit loss expense of $1.7 million was recorded during the first quarter of 2025, compared to $4.7 million of credit loss expense recorded in the first quarter of 2024. Credit loss expense in the first quarter of 2025 primarily reflected an additional reserve on collectively evaluated loans, offset by a reduction of $0.1 million in the reserve for unfunded loan commitments. Net charge-offs were $3.1 million in the first quarter of 2025, compared to net charge-offs of $0.2 million in the first quarter of 2024. This increase was primarily driven by a partial charge-off of a previously reserved CRE loan as we prepare for resolution. The estimation model utilized by the Company is sensitive to changes in the following forecast inputs: (1) national unemployment - increases over the next four forecasted quarters; (2) year-to-year change in national retail sales - increases over the next four forecasted quarters; (3) year-to-year change in CRE index - increases over the next four forecasted quarters; and (4) year-to-year change in U.S. GDP - increases over the next four forecasted quarters. In addition, management utilized qualitative factors to adjust the calculated ACL as appropriate. Qualitative factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
39
Table of Contents
Noninterest Income
The following table presents significant components of noninterest income and the related dollar and percentage change from period to period:
Three Months Ended March 31,
(in thousands) 2025 2024 $ Change % Change
Investment services and trust activities $ 3,544 $ 3,503 $ 41 1.2 %
Service charges and fees 2,131 2,144 (13) (0.6)
Card revenue 1,744 1,943 (199) (10.2)
Loan revenue 1,194 856 338 39.5
Bank-owned life insurance 1,057 660 397 60.2
Investment securities gains, net 33 36 (3) (8.3)
Other 433 608 (175) (28.8)
Total noninterest income
$ 10,136 $ 9,750 $ 386 4.0 %
Total noninterest income for the first quarter of 2025 increased $0.4 million to $10.1 million, from $9.8 million in the first quarter of 2024, primarily due to increases of $0.4 million and $0.3 million in BOLI and loan revenue, respectively. The BOLI increase was due primarily to a death benefit recognized in the first quarter of 2025. The increase in loan revenue was primarily due to the mortgage servicing right valuation adjustment, coupled with higher SBA gain on sale revenue and other loan income.
Noninterest Expense
The following table presents significant components of noninterest expense and the related dollar and percentage change from period to period:
Three Months Ended March 31,
(in thousands) 2025 2024 $ Change % Change
Compensation and employee benefits $ 21,212 $ 20,930 $ 282 1.3 %
Occupancy expense of premises, net 2,588 2,813 (225) (8.0)
Equipment 2,426 2,600 (174) (6.7)
Legal and professional 2,226 2,059 167 8.1
Data processing 1,698 1,360 338 24.9
Marketing 552 598 (46) (7.7)
Amortization of intangibles 1,408 1,637 (229) (14.0)
FDIC insurance 917 942 (25) (2.7)
Communications 159 196 (37) (18.9)
Foreclosed assets, net 74 358 (284) (79.3)
Other 3,033 2,072 961 46.4
Total noninterest expense
$ 36,293 $ 35,565 $ 728 2.0 %
The following table summarizes acquisition and divestiture-related expenses incurred during the three months ended March 31, 2025 and March 31, 2024, which are included in the respective income statement line items, for the periods indicated:
Three Months Ended March 31,
Merger-related expenses: 2025 2024
(in thousands)
Compensation and employee benefits $ - $ 241
Occupancy expense of premises, net - 152
Equipment - 149
Legal and professional 40 573
Data processing - 61
Marketing - 32
Communications - 1
Other - 105
Total merger-related expenses
$ 40 $ 1,314
Noninterest expense for the first quarter of 2025 increased $0.7 million, or 2.0%, to $36.3 million from $35.6 million for the first quarter of 2024, primarily due to increases in other noninterest expense, data processing, and compensation and employee benefits of $1.0 million, $0.3 million, and $0.3 million, respectively. The increase in other noninterest expense was due primarily to customer deposit costs, while the increase in data processing was driven by core banking system costs. The
40
Table of Contents
increase in compensation and employee benefits was primarily driven by medical benefits expenses, wages expense, and incentive expense due to improved performance. Partially offsetting these identified increases was a decline of $1.3 million in merger-related expenses.
Income Tax Expense
Our effective income tax rate, or income tax expense divided by income before income tax expense, was 22.7% for the three months ended March 31, 2025 and for the three months ended March 31, 2024. The effective tax rate for the full year 2025 is expected to be in the range of 22% to 23%.
FINANCIAL CONDITION
The table below presents the major categories of the Company's balance sheet as of the dates indicated:
(in thousands) March 31, 2025 December 31, 2024 $ Change % Change
ASSETS
Cash and cash equivalents $ 250,905 $ 204,895 $ 46,010 22.5 %
Loans held for sale 13,836 749 13,087 n/m
Debt securities available for sale at fair value 1,305,530 1,328,433 (22,903) (1.7)
Loans held for investment, net of unearned income 4,304,184 4,315,627 (11,443) (0.3)
Allowance for credit losses (53,900) (55,200) 1,300 (2.4)
Total loans held for investment, net 4,250,284 4,260,427 (10,143) (0.2)
Other assets 433,839 441,825 (7,986) (1.8)
Total assets $ 6,254,394 $ 6,236,329 $ 18,065 0.3 %
LIABILITIES AND SHAREHOLDERS' EQUITY
Total deposits $ 5,489,142 $ 5,477,982 $ 11,160 0.2 %
Total borrowings 112,880 116,562 (3,682) (3.2)
Other liabilities 72,747 82,089 (9,342) (11.4)
Total shareholders' equity 579,625 559,696 19,929 3.6
Total liabilities and shareholders' equity $ 6,254,394 $ 6,236,329 $ 18,065 0.3 %
n/m - Not Meaningful
Debt Securities
The composition of debt securities available for sale as of the dates indicated was as follows:
March 31, 2025 December 31, 2024
(in thousands) Balance % of Total Balance % of Total
Available for Sale
U.S. Treasuries $ 50,673 3.9 % $ 50,399 3.8 %
U.S. Government agencies and corporations 15,053 1.2 9,941 0.7
States and political subdivisions
127,200 9.7 135,720 10.2
Mortgage-backed securities
322,839 24.7 323,439 24.3
Collateralized loan obligations 45,159 3.5 48,869 3.7
Collateralized mortgage obligations
631,238 48.3 646,109 48.7
Corporate debt securities
113,368 8.7 113,956 8.6
Fair value of debt securities available for sale
$ 1,305,530 100.0 % $ 1,328,433 100.0 %
Total investment securities at March 31, 2025 decreased $22.9 million, or 1.72%, from December 31, 2024 to $1.31 billion. This decrease stemmed from principal cash flows received from scheduled payments, calls, and maturities. As of March 31, 2025, there was $1.5 million of gross unrealized gains and $86.8 million of gross unrealized losses in our debt securities available for sale portfolio for a net unrealized loss of $85.3 million.
See Note 3. Debt Securitiesto our consolidated financial statements for additional information related to debt securities.
41
Table of Contents
Loans
The composition of our loan portfolio by type of loan was as follows, as of the dates indicated:
March 31, 2025 December 31, 2024
(in thousands) Balance % of Total Balance % of Total
Agricultural $ 131,409 3.1 % $ 119,051 2.8 %
Commercial and industrial
1,140,138 26.5 1,126,813 26.1
Commercial real estate
2,320,179 53.8 2,344,681 54.2
Residential real estate
654,034 15.2 656,382 15.3
Consumer
58,424 1.4 68,700 1.6
Loans held for investment, net of unearned income
$ 4,304,184 100.0 % $ 4,315,627 100.0 %
Loans held for sale $ 13,836 $ 749
Loans held for investment, net of unearned income, at March 31, 2025, decreased $11.4 million, or 0.3%, from December 31, 2024 to $4.30 billion, primarily due to the reclassification of $11.0 million of credit card receivables to loans held for sale in the first quarter of 2025. Management expects the credit card portfolio sale to close in the fourth quarter of 2025. Our loan to deposit ratio decreased to 78.41% as of March 31, 2025, as compared to 78.78% as of December 31, 2024. See Note 4. Loans Receivable and the Allowance for Credit Lossesto our consolidated financial statements for additional information related to our loan portfolio.
Commitments under standby letters of credit, unused lines of credit and other conditionally approved credit lines totaled approximately $1.08 billion as of March 31, 2025 and December 31, 2024.
The composition of our CRE loan portfolio as of March 31, 2025 was as follows:
(in thousands) Amount % of Total Loans
Construction & Development $ 293,280 6.8 %
Farmland 180,633 4.2
Multifamily 421,204 9.8
CRE Other:
NOO CRE Office 131,440 3.1
OO CRE Office 70,833 1.6
Industrial and Warehouse 426,637 9.8
Retail 294,137 6.8
Hotel 128,246 3.0
Other 373,769 8.7
Total CRE $ 2,320,179 53.8 %
42
Table of Contents
Nonperforming Assets
The following table sets forth information concerning nonperforming loans by class of receivable and our nonperforming assets at March 31, 2025 and December 31, 2024:
(in thousands) March 31, 2025 December 31, 2024
Nonaccrual loans held for investment $ 17,417 $ 21,705
Accruing loans contractually past due 90 days or more 53 142
Total nonperforming loans 17,470 21,847
Foreclosed assets, net 3,419 3,337
Total nonperforming assets 20,889 25,184
Nonaccrual loans ratio (1)
0.40 % 0.50 %
Nonperforming loans ratio (2)
0.41 % 0.51 %
Nonperforming assets ratio (3)
0.33 % 0.40 %
(1)Nonaccrual loans ratio is calculated as nonaccrual loans divided by loans held for investment, net of unearned income, at the end of the period.
(2)Nonperforming loans ratio is calculated as total nonperforming loans divided by loans held for investment, net of unearned income, at the end of the period.
(3) Nonperforming assets ratio is calculated as total nonperforming assets divided by total assets at the end of the period.
Compared to December 31, 2024, nonperforming loans and asset ratios improved, with declines in both ratios of 10 and 7 bps, respectively.
Loan Review and Classification Process for Agricultural, Commercial and Industrial, and Commercial Real Estate Loans
The Bank maintains a loan review and classification process which involves multiple officers of the Bank and is designed to assess the general quality of credit underwriting and to promote early identification of potential problem loans. All commercial and agricultural loan officers are charged with the responsibility of risk rating all loans in their portfolios and updating the ratings, positively or negatively, on an ongoing basis as conditions warrant. Risk ratings are selected from an 9-point scale with ratings as follows: ratings 1- 5 Satisfactory (pass), rating 6 Special Mention (potential weakness), rating 7 Substandard (well-defined weakness), rating 8 Doubtful, and rating 9 Loss.
When a loan officer originates a new loan, based upon proper loan authorization, they document the credit file with an offering sheet summary, supplemental underwriting analysis, relevant financial information and collateral evaluations. This information is used in the determination of the initial loan risk rating. Segregation of owner-occupied and non-owner occupied residential real estate loans is made at the time of origination. The Bank's loan review department undertakes independent credit reviews of relationships based on either criteria established by loan policy, risk-focused sampling, or random sampling. Credit relationships with larger exposure may pose incrementally higher risks. As a result, the Bank's loan review department is required to review all credit relationships with total exposure of $7.5 million or more at least annually. In addition, the individual loan reviews consider such items as: loan type; nature, type and estimated value of collateral; borrower and/or guarantor estimated financial strength; most recently available financial information; related loans and total borrower exposure; and current and anticipated performance of the loan. The results of such reviews are presented to both executive management and the Audit Committee.
Through the review of delinquency reports, updated financial statements or other relevant information, the lending officer and/or loan review personnel may determine that a loan relationship has weakened to the point that a Special Mention (risk rating 6) or Classified (risk ratings 7 through 9) status is warranted. At least quarterly, the loan strategy committee will meet to discuss loan relationships with total exposure of $1.0 million or above that are Special Mention rated credits, loan relationships with total exposure of $500 thousand and above that are Substandard or worse rated credits, as well as loan relationships with total exposure of $250 thousand and above that are on non-accrual. Loan relationships outside these designated thresholds are reviewed upon request. The lending officer is charged with preparing a loan strategy summary worksheet that outlines the background of the credit problem, current repayment status of the loans, current collateral evaluation and a workout plan of action. This plan may include goals to improve the credit rating, assist the borrower in moving the loans to another institution and/or collateral liquidation. All such reports are presented to the loan strategy committee. Further, a report on all Pass (risk rating 5) loans with total exposure of $2.0 million or above is made verbally to the loan strategy committee, with loan relationships outside this threshold being reviewed upon request. The minutes of the loan strategy committee meetings are provided to the board of directors of the Bank.
Depending upon the individual facts and circumstances and the result of the classified/watch review process, loan officers and/or loan review personnel may categorize a loan relationship as requiring an individual analysis. Once that determination has occurred, the credit analyst will complete an individually analyzed worksheet that contains an evaluation of the collateral (for
43
Table of Contents
collateral-dependent loans) based upon the estimated collateral value, adjusting for current market conditions and other local factors that may affect collateral value. Loan review personnel may also complete an independent individual analysis when deemed necessary. These judgmental evaluations may produce an initial specific allowance for recognition in the Company's allowance for credit losses calculation. An analysis for the underlying collateral value of each individually analyzed loan relationship is completed in the last month of the quarter. The individually analyzed worksheets are reviewed by the Credit Administration department prior to quarter-end. The board of directors of the Bank on a quarterly basis reviews the special mention/classified reports including changes in credit grades of 6 or higher as well as all individually analyzed loans, the related allowances and foreclosed assets, net.
The review process also provides for the upgrade of loans that show improvement since the last review. All requests for an upgrade of a credit are approved by the proper authority based upon the aggregate credit exposure before the rating can be changed.
Loan Modifications for Borrowers Experiencing Financial Difficulty
Infrequently, the Company makes modification to certain loans in order to alleviate temporary difficulties in the borrower's financial condition and/or constraints on the borrower's ability to repay a loan, and to minimize potential losses to the Company. GAAP requires that certain types of modifications be reported, including:
•Principal forgiveness.
•Interest rate reduction.
•An other than-insignificant payment delay.
•Term extension.
During the three months ended March 31, 2025, the amortized cost of the loans that were modified to borrowers in financial distress was $1.2 million, which represented 0.03% of total loans held for investment, net of unearned income.
Allowance for Credit Losses
The following table sets forth the allowance for credit losses by loan portfolio segment compared to the percentage of loans to total loans by loan portfolio segment for the periods indicated:
March 31, 2025 December 31, 2024
(in thousands) Allowance for Credit Losses % of Loans in Each Segment to Total Loans Allowance for Credit Losses % of Loans in Each Segment to Total Loans
Agricultural $ 394 3.1 % $ 249 2.8 %
Commercial and industrial 22,091 26.5 21,040 26.1
Commercial real estate 24,803 53.8 27,641 54.2
Residential real estate 5,180 15.2 4,929 15.3
Consumer 1,432 1.4 1,341 1.6
Total $ 53,900 100.0 % $ 55,200 100.0 %
Allowance for credit losses ratio(1)
1.25 % 1.28 %
Allowance for credit losses to nonaccrual loans ratio(2)
309.47 % 254.32 %
(1) Allowance for credit losses ratio is calculated as allowance for credit losses divided by loans held for investment, net of unearned income at the end of the period.
(2) Allowance for credit losses to nonaccrual loans ratio is calculated as allowance for credit losses divided by nonaccrual loans at the end of the period.
44
Table of Contents
The following table sets forth the net (charge-offs) recoveries by loan portfolio segments for the periods indicated:
Three Months Ended March 31, 2025 and 2024
(in thousands) Agricultural Commercial and Industrial Commercial Real Estate Residential Real Estate Consumer Total
For the Three Months Ended March 31, 2025
Charge-offs
$ - $ (103) $ (2,635) $ (39) $ (378) $ (3,155)
Recoveries
1 27 5 4 31 68
Net (charge-offs) recoveries $ 1 $ (76) $ (2,630) $ (35) $ (347) $ (3,087)
Net (charge-off) recovery ratio(1)
- % (0.01) % (0.25) % - % (0.03) % (0.29) %
For the Three Months Ended March 31, 2024
Charge-offs
$ (4) $ (299) $ (35) $ (19) $ (290) $ (647)
Recoveries
355 46 8 9 40 458
Net (charge-offs) recoveries $ 351 $ (253) $ (27) $ (10) $ (250) $ (189)
Net (charge-off) recovery ratio(1)
0.03 % (0.02) % - % - % (0.02) % (0.02) %
(1) Net (charge-off) recovery ratio is calculated as the annualized net (charge-offs) recoveries divided by average loans held for investment, net of unearned income and average loans held for sale, during the period.
Actual Results:Our ACL as of March 31, 2025 was $53.9 million, which was 1.25% of loans held for investment, net of unearned income as of that date. This compares with an ACL of $55.2 million as of December 31, 2024, which was 1.28% of loans held for investment, net of unearned income. The decrease in the ACL reflected net charge-off activity of $3.1 million, partially offset by credit loss expense related to loans of $1.8 million, which primarily reflected an additional reserve on collectively evaluated loans. The liability for off-balance sheet credit exposures totaled $4.5 million as of March 31, 2025 and $4.6 million as of December 31, 2024, and is included in 'Other liabilities' on the balance sheet.
The Company recorded a credit loss expense related to loans of $1.8 million for the three months ended March 31, 2025, compared to credit loss expense related to loans of $4.6 million for the three months ended March 31, 2024. Gross charge-offs for the first three months of 2025 totaled $3.2 million, while there were $0.1 million in gross recoveries of previously charged-off loans. The ratio of annualized net charge-offs to average loans for the first three months of 2025 was 0.29% compared to 0.02% for the three months ended March 31, 2024.
Economic Forecast: At March 31, 2025, the economic forecast used by the Company showed the following: (1) national unemployment - increases over the next four forecasted quarters; (2) year-to-year change in national retail sales - increases over the next four forecasted quarters; (3) year-to-year change in CRE index - increases over the next four forecasted quarters; and (4) year-to-year change in U.S. GDP - increases over the next four forecasted quarters. In addition, management utilized qualitative factors to adjust the calculated ACL as appropriate. Qualitative factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
Loan Policy: We review all nonaccrual relationships greater than $250 thousand individually on a quarterly basis to measure any amount to be recognized in the Company's allowance for credit losses by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, and other relevant factors. We review loans 90 days or more past due that are still accruing interest no less than quarterly to determine if the asset is both well secured and in the process of collection. If not, such loans are placed on non-accrual status. Upon the Company's determination that a loan balance has been deemed uncollectible, the uncollectible balance is charged-off.
Based on the inherent risk in the loan portfolio, management believed that, as of March 31, 2025, the ACL was adequate; however, there is no assurance losses will not exceed the ACL. In addition, growth in the loan portfolio or general economic deterioration may require the recognition of additional credit loss expense in future periods. See Note 4. Loans Receivable and the Allowance for Credit Lossesto our unaudited consolidated financial statements for additional information related to the allowance for credit losses.
45
Table of Contents
Deposits
The composition of deposits was as follows:
As of March 31, 2025 As of December 31, 2024
(in thousands) Balance % of Total Balance % of Total
Noninterest bearing deposits $ 903,714 16.5 % $ 951,423 17.4 %
Interest checking deposits 1,283,328 23.3 1,258,191 22.9
Money market deposits 1,002,066 18.3 1,053,988 19.2
Savings deposits 877,348 16.0 820,549 15.0
Total non-maturity deposits 4,066,456 74.1 4,084,151 74.5
Time deposits of $250 and under 818,012 14.9 826,793 15.1
Brokered deposits 200,000 3.6 200,000 3.7
Time deposits over $250 404,674 7.4 367,038 6.7
Total time deposits $ 1,422,686 25.9 % $ 1,393,831 25.5 %
Total deposits
$ 5,489,142 100.0 % $ 5,477,982 100.0 %
Deposits as of March 31, 2025 increased $11.2 million from December 31, 2024, or 0.2%, to $5.49 billion. Brokered time deposits were $200.0 million at March 31, 2025 and December 31, 2024. Core deposits, which include the total of all deposits other than time deposits greater than $250 thousand and brokered deposits, were approximately 89.0% of our total deposits as of March 31, 2025, compared to 89.6% as of December 31, 2024. See Note 8. Depositsto our consolidated financial statements for additional information related to our deposits.
Short-Term Borrowings and Long-Term Debt
The following table sets forth the composition of short-term borrowings and long-term debt as of the dates presented:
(in thousands) March 31, 2025 December 31, 2024
Securities sold under agreements to repurchase $ 1,482 $ 3,186
Junior subordinated notes issued to capital trusts $ 42,516 $ 42,471
Subordinated debentures 64,300 64,268
Finance lease payable 343 398
Federal Home Loan Bank borrowings 4,239 4,239
Other long-term debt - 2,000
Total long-term debt $ 111,398 $ 113,376
See Note 9. Short-Term Borrowingsand Note 10. Long-Term Debtto our unaudited consolidated financial statements for additional information related to short-term borrowings and long-term debt.
Capital Resources
Shareholders' Equity and Capital Adequacy
The following table summarizes certain equity capital ratios and book value per share amounts of the Company at the dates presented:
March 31, 2025 December 31, 2024
Common equity ratio 9.27 % 8.97 %
Tangible common equity ratio(1)
7.89 % 7.57 %
Total risk-based capital ratio 14.34 % 14.07 %
Tier 1 risk-based capital ratio 11.84 % 11.59 %
Common equity tier 1 risk-based capital ratio 10.97 % 10.73 %
Tier 1 leverage ratio 9.50 % 9.15 %
Book value per share $ 27.85 $ 26.94
Tangible book value per share(1)
$ 23.36 $ 22.37
(1)A non-GAAP financial measure - see the "Non-GAAP Presentations" section for a reconciliation to the most comparable GAAP equivalent.
46
Table of Contents
Shareholders' Equity:Total shareholders' equity was $579.6 million as of March 31, 2025, compared to $559.7 million as of December 31, 2024, an increase of $19.9 million, or 3.6%, due primarily to an increase in retained earnings and a decrease in accumulated other comprehensive loss.
Capital Adequacy:Risk-based capital guidelines require the classification of assets and some off-balance-sheet items in terms of credit-risk exposure and the measuring of capital as a percentage of the risk-adjusted asset totals. Management believed that, as of March 31, 2025, the Company and the Bank met all capital adequacy requirements to which we were subject. As of that date, the Bank was "well capitalized" under regulatory prompt corrective action provisions. See Note 12. Regulatory Capital Requirements and Restrictions on Subsidiary Cashto our unaudited consolidated financial statements for additional information related to our capital.
Stock Compensation
Restricted stock units were granted to certain officers of the Company on February 15, 2025, in the aggregate amount of 99,284. Additionally, during the first three months of 2025, 51,244 shares of common stock were issued in connection with the vesting of previously awarded grants of restricted stock units, of which 13,014 shares were surrendered by grantees to satisfy tax requirements, and 1,415 unvested restricted stock units were forfeited.
Liquidity
Liquidity risk management involves meeting the cash flow requirements of depositors and borrowers. We conduct liquidity risk management on both a daily and long-term basis, and adjust our investments in liquid assets based on expected loan demand, projected loan maturities and payments, expected deposit flows, yields available on interest-bearing deposits, and the objectives of our asset/liability management program. Generally, excess liquidity is invested in short-term U.S. government and agency securities, short- and medium-term state and political subdivision securities, and other investment securities. Our most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. The balances of these assets are dependent on our operating, investing, and financing activities during any given period.
Cash and cash equivalents are summarized in the table below:
(in thousands) As of March 31, 2025 As of December 31, 2024
Cash and due from banks $ 68,545 $ 71,803
Interest-bearing deposits 182,360 133,092
Total $ 250,905 $ 204,895
Generally, our principal sources of funds are deposits, advances from the FHLB, principal repayments on loans, proceeds from the sale of loans, proceeds from the maturity and sale of investment securities, our federal funds lines, and funds provided by operations. While scheduled loan amortization and maturing interest-bearing deposits are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by economic conditions, the general level of interest rates, and competition. We utilized particular sources of funds based on comparative costs and availability. The Bank maintains unsecured lines of credit with several correspondent banks and secured lines with the Federal Reserve Bank of Chicago and the FHLB that would allow us to borrow funds on a short-term basis, if necessary. We also hold debt securities classified as available for sale that could be sold to meet liquidity needs if necessary.
Net cash provided by operations was another major source of liquidity. The net cash provided by operating activities was $8.7 million for the three months ended March 31, 2025 and the net cash provided by operating activities was $9.6 million for the three months ended March 31, 2024.
Inflation
The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it is difficult to assess its overall impact on the Company. The price of one or more of the components of the Consumer Price Index may fluctuate considerably and thereby influence the overall Consumer Price Index without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by us. Inflation and related increases in market rates by the Federal Reserve generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings and shareholders' equity. Ongoing higher inflation levels and higher interest rates could have a negative impact on both our consumer and commercial borrowers. We anticipate our noninterest income may be adversely affected in future periods as a result of sustained high interest rates and inflationary pressure, which negatively impact mortgage originations and mortgage banking revenue. Additionally, the economic impact of the sustained higher levels of inflation and higher interest rates could place increased demand on our liquidity if we experience significant
47
Table of Contents
credit deterioration and as we meet borrowers' needs. There is also a risk that additional interest rate increases to fight inflation could lead to a recession.
Off-Balance-Sheet Arrangements
During the normal course of business, we are a party to financial instruments with off-balance-sheet risk in order to meet the financing needs of our customers. These financial instruments include commitments to extend credit, commitments to sell loans, and standby letters of credit. We follow the same credit policy (including requiring collateral, if deemed appropriate) to make such commitments as is followed for those loans that are recorded in our financial statements.
Our exposure to credit losses in the event of nonperformance is represented by the contractual amount of the commitments. Management does not expect any significant losses as a result of these commitments, and also expects to have sufficient liquidity available to cover these off-balance-sheet instruments. Off-balance-sheet transactions are more fully discussed in Note 13. Commitments and Contingenciesto our unaudited consolidated financial statements.
Contractual Obligations
There have been no material changes to the Company's contractual obligations existing at December 31, 2024, as disclosed in the Annual Report on Form 10-K, filed with the SEC on March 11, 2025.
Non-GAAP Financial Measures
Certain ratios and amounts not in conformity with GAAP are provided to evaluate and measure the Company's operating performance and financial condition, including return on average tangible equity, tangible common equity, tangible book value per share, tangible common equity ratio, efficiency ratio, net interest margin (tax equivalent), core net interest margin, adjusted earnings, and adjusted earnings per share. Management believes these ratios and amounts provide investors with useful information regarding the Company's profitability, financial condition and capital adequacy, consistent with how management evaluates the Company's financial performance.
48
Table of Contents
The following tables provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent:
Three Months Ended
(in thousands) March 31,
Return on Average Tangible Equity 2025 2024
Net income $ 15,138 $ 3,269
Intangible amortization, net of tax (1)
1,047 1,228
Tangible net income $ 16,185 $ 4,497
Average shareholders' equity $ 571,378 $ 527,533
Average intangible assets, net (94,169) (95,296)
Average tangible equity $ 477,209 $ 432,237
Return on average equity 10.74 % 2.49 %
Return on average tangible equity (2)
13.75 % 4.18 %
(1) The income tax rate utilized was the blended marginal rate.
(2) Annualized tangible net income divided by average tangible equity.
(in thousands, except per share data)
Tangible Common Equity/Tangible Book Value per Share /
Tangible Common Equity Ratio 		March 31, 2025 December 31, 2024
Total shareholders' equity $ 579,625 $ 559,696
Intangible assets, net (93,399) (94,807)
Tangible common equity $ 486,226 $ 464,889
Total assets $ 6,254,394 $ 6,236,329
Intangible assets, net (93,399) (94,807)
Tangible assets $ 6,160,995 $ 6,141,522
Book value per share $ 27.85 $ 26.94
Tangible book value per share (1)
$ 23.36 $ 22.37
Shares outstanding 20,815,715 20,777,485
Equity to assets ratio 9.27 % 8.97 %
Tangible common equity ratio (2)
7.89 % 7.57 %
(1) Tangible common equity divided by shares outstanding.
(2) Tangible common equity divided by tangible assets.
Three Months Ended
(in thousands) March 31,
Net Interest Margin, Tax Equivalent/Core Net Interest Margin 2025 2024
Net interest income $ 47,439 $ 34,731
Tax equivalent adjustments:
Loans (1)
981 920
Securities (1)
162 387
Net interest income, tax equivalent $ 48,582 $ 36,038
Loan purchase discount accretion (1,166) (1,152)
Core net interest income $ 47,416 $ 34,886
Net interest margin 3.36 % 2.25 %
Net interest margin, tax equivalent (2)
3.44 % 2.33 %
Core net interest margin (3)
3.36 % 2.26 %
Average interest earning assets $ 5,728,250 $ 6,215,160
(1) The federal statutory tax rate utilized was 21%.
(2) Annualized tax equivalent net interest income divided by average interest earning assets.
(3) Annualized core net interest income divided by average interest earning assets.
49
Table of Contents
Three Months Ended
(in thousands) March 31,
Efficiency Ratio 2025 2024
Total noninterest expense $ 36,293 $ 35,565
Amortization of intangibles (1,408) (1,637)
Merger-related expenses (40) (1,314)
Noninterest expense used for efficiency ratio $ 34,845 $ 32,614
Net interest income, tax equivalent(1)
$ 48,582 $ 36,038
Noninterest income 10,136 9,750
Investment security gains, net (33) (36)
Net revenues used for efficiency ratio $ 58,685 $ 45,752
Efficiency ratio(2)
59.38 % 71.28 %
(1) The federal statutory tax rate utilized was 21%.
(2) Noninterest expense adjusted for amortization of intangibles and merger-related expenses divided by the sum of tax equivalent net interest income, noninterest income and net investment securities gains.
Three Months Ended
(in thousands, except per share data) March 31,
Adjusted Earnings 2025 2024
Net income $ 15,138 $ 3,269
Less: Investment securities gains, net of tax(1)
25 27
Less: Mortgage servicing rights loss, net of tax(1)
(158) (276)
Plus: Merger-related expenses, net of tax(1)
30 986
Adjusted earnings $ 15,301 $ 4,504
Weighted average diluted common shares outstanding 20,849,255 15,773,521
Earnings per common share
Earnings per common share - diluted $ 0.73 $ 0.21
Adjusted earnings per common share(2)
$ 0.73 $ 0.29
(1) The income tax rate utilized was the blended marginal tax rate.
(2) Adjusted earnings divided by weighted average diluted common shares outstanding.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
In general, market risk is the risk of change in asset values due to movements in underlying market rates and prices. Interest rate risk is the risk to earnings and capital arising from movements in interest rates. Interest rate risk is the most significant market risk affecting us as other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of our business activities.
In addition to interest rate risk, economic conditions in recent years have made liquidity risk (namely, funding liquidity risk) a more prevalent concern among financial institutions. In general, liquidity risk is the risk of being unable to fund an entity's obligations to creditors (including, in the case of banks, obligations to depositors) as such obligations become due and/or fund its acquisition of assets.
Liquidity Risk
Liquidity refers to our ability to fund operations, to meet depositor withdrawals, to provide for our customers' credit needs, and to meet maturing obligations and existing commitments. Our liquidity principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and our ability to borrow funds.
Net cash inflows from operating activities were $8.7 million in the first three months of 2025, compared with net cash inflows from operating activities of $9.6 million in the first three months of 2024. Net cash inflows from investing activities were $35.5 million in the first three months of 2025, compared to net cash outflows from investing activities of $38.3 million in the comparable three month period of 2024. Net cash inflows from financing activities in the first three months of 2025 were $1.9 million, compared with net cash inflows from financing activities of $44.8 million for the same period of 2024.
To manage liquidity risk, the Bank has several sources of liquidity in place to maximize funding availability and increase the diversification of funding sources. The criteria for evaluating the use of these sources include volume concentration (percentage
50
Table of Contents
of liabilities), cost, volatility, and the fit with the current asset/liability management plan. These acceptable sources of liquidity include:
•Federal Funds Lines;
•Federal Reserve Bank Discount Window;
•Federal Home Loan Bank Advances;
•Brokered Deposits; and
•Brokered Repurchase Agreements
Federal Funds Lines:Federal funds positions provide a source of short-term liquidity funding for the Bank. Unsecured federal funds purchased lines are viewed as a volatile liability and are not used as a long-term funding solution, especially when used to fund long-term assets. The current federal funds purchased limit is 10% of total assets, or the amount of established federal funds lines, whichever is smaller. As of March 31, 2025, the Bank maintains several unsecured federal funds lines totaling $110.0 million, which lines are tested annually to ensure availability. There were no amounts outstanding under such lines at March 31, 2025.
Federal Reserve Bank Discount Window:The Federal Reserve Bank Discount Window is an additional source of liquidity, particularly during periods of economic uncertainty or stress. As of March 31, 2025, the Bank had investment securities consisting primarily of corporate debt, state and political subdivisions, mortgage backed, and collateralized mortgage obligations, with an approximate market value of $346.9 million, pledged to the Federal Reserve Bank of Chicago for liquidity purposes and had additional borrowing capacity of $323.0 million. There were no outstanding borrowings through the FRB Discount Window at March 31, 2025.
Federal Home Loan Bank Advances:FHLB advances provide both a source of liquidity and long-term funding for the Bank. All credit exposure, including advances and federal funds borrowings from the FHLBDM are collateralized primarily by one- to four-family residential, commercial and agricultural real estate first mortgages equal to various percentages of the total outstanding notes. The current credit limit established by the FHLBDM is equal to 45% of the Bank's total assets. This credit capacity limit includes short-term and long-term borrowings, federal funds, letters of credit, and other sources of credit exposure to the FHLB. As of March 31, 2025, the Bank had no short-term FHLB advances and $4.2 million in long-term FHLB borrowings and additional borrowing capacity of $583.8 million.
Brokered Deposits and Reciprocal Deposits:The Bank has brokered time deposit and non-maturity deposit relationships available to diversify its funding sources. Brokered deposits offer several benefits relative to other funding sources, such as: maturity structures which cannot be duplicated in the current retail market, deposit gathering which does not cannibalize the existing deposit base, the unsecured nature of these liabilities, and the ability to quickly generate funds. The Bank's internal policy limits the use of brokered deposits as a funding source to no more than 20% of total assets. Board approval is required to exceed this limit. The Bank must maintain a "well capitalized" rating to access brokered deposits without FDIC waiver. An "adequately capitalized" rating requires an FDIC waiver to access brokered deposits and an "undercapitalized" rating prohibits the Bank from using brokered deposits. The Company had brokered deposits of $200.0 million as of March 31, 2025 and December 31, 2024.
Under a final rule that was issued by the FDIC in December 2018, financial institutions that are considered "well capitalized" qualify for the exemption of certain reciprocal deposits from being considered brokered deposits. Such exemption is limited to the lesser of 20 percent of total liabilities or $5.00 billion, with some exceptions for financial institutions that do not meet such criteria. At March 31, 2025, the Company had $25.0 million of reciprocal time deposits, $125.7 million of reciprocal interest bearing non-maturity deposits, and $68.4 million noninterest bearing non-maturity deposits that qualified for the brokered deposit exemption. These reciprocal deposits are part of the IntraFi Network Deposits program, which is used by financial institutions to spread deposits that exceed the FDIC insurance coverage limits out to numerous institutions in order to provide insurance coverage for all participating deposits.
Brokered Repurchase Agreements:Brokered repurchase agreements may be established with approved brokerage firms and banks. Repurchase agreements create rollover risk (the risk that a broker will discontinue the relationship due to market factors) and are not used as a long-term funding solution, especially when used to fund long-term assets. Collateral requirements and availability are evaluated and monitored. The current policy limit for brokered repurchase agreements is 15% of total assets. There were no outstanding brokered repurchase agreements at March 31, 2025.
Interest Rate Risk
Interest rate risk is defined as the exposure of net interest income and fair value of financial instruments (interest-earning assets, deposits and borrowings) to movements in interest rates. The Company's results of operations depend to a large degree on its net interest income and its ability to manage interest rate risk. The Company considers interest rate risk to be a significant
51
Table of Contents
market risk. The major sources of the Company's interest rate risk are timing differences in the maturity and re-pricing characteristics of assets and liabilities, changes in the shape of the yield curve, changes in customer behavior and changes in relationships between rate indices (basis risk). Management measures these risks and their impact in various ways, including through the use of income simulation and valuation analyses. Multiple interest rate scenarios are used in this analysis which include changes in interest rates, spread narrowing and widening, yield curve twists and changes in assumptions about customer behavior in various interest rate scenarios. A mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest rate risk. Like most financial institutions, we have material interest rate risk exposure to changes in both short-term and long-term interest rates, as well as variable interest rate indices (e.g., the prime rate or SOFR).
The Bank's asset and liability committee meets regularly and is responsible for reviewing its interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. Our asset and liability committee seeks to manage interest rate risk under a variety of rate environments by structuring our balance sheet and off-balance-sheet positions in such a way that changes in interest rates do not have a large negative impact. The risk is monitored and managed within approved policy limits.
We use a third party service to model and measure our exposure to potential interest rate changes. For various assumed hypothetical changes in market interest rates, numerous other assumptions are made, such as prepayment speeds on loans and securities backed by mortgages, the slope of the Treasury yield-curve, the rates and volumes of our deposits, and the rates and volumes of our loans. There are two primary tools used to evaluate interest rate risk: net interest income simulation and EVE. In addition, interest rate gap is reviewed to monitor asset and liability repricing over various time periods.
Net Interest Income Simulation:Management utilizes net interest income simulation models to estimate the near-term effects of changing interest rates on its net interest income. Net interest income simulation involves projecting net interest income under a variety of scenarios, which include varying the level of interest rates and shifts in the shape of the yield curve. Management exercises its best judgment in making assumptions regarding events that management can influence, such as non-contractual deposit re-pricings, and events outside management's control, such as customer behavior on loan and deposit activity and the effect that competition has on both loan and deposit pricing. These assumptions are subjective and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude and frequency of interest rate changes, changes in market conditions, customer behavior and management strategies, among other factors. We perform various sensitivity analyses on assumptions of deposit attrition and deposit re-pricing.
The following table presents the anticipated effect on net interest income over a twelve month period if short- and long-term interest rates were to sustain an immediate decrease of 100 bps or 200 bps, or an immediate increase of 100 bps or 200 bps:
Immediate Change in Rates
(in thousands) -200 -100 +100 +200
March 31, 2025
Dollar change
$ (15,324) $ (6,889) $ 6,948 $ 13,641
Percent change
(7.3) % (3.3) % 3.3 % 6.5 %
December 31, 2024
Dollar change
$ (16,026) $ (7,283) $ 6,707 $ 13,028
Percent change
(7.8) % (3.5) % 3.2 % 6.3 %
As of March 31, 2025, 42.7% of the Company's earning asset balances will reprice or are expected to pay down in the next twelve months, and 39.8% of the Company's deposit balances are low cost or no cost deposits.
Economic Value of Equity:Management also uses EVE to measure risk in the balance sheet that might not be taken into account in the net interest income simulation analysis. Net interest income simulation highlights exposure over a relatively short time period, while EVE analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted present value of liability cash flows. EVE analysis addresses only the current balance sheet and does not incorporate the run-off replacement assumptions that are used in the net interest income simulation model. As with the net interest income simulation model, EVE analysis is based on key assumptions about the timing and variability of balance sheet cash flows and does not take into account any potential responses by management to anticipated changes in interest rates.
Interest Rate Gap:The interest rate gap is the difference between interest-earning assets and interest-bearing liabilities re-pricing within a given period and represents the net asset or liability sensitivity at a point in time. An interest rate gap measure could be significantly affected by external factors such as loan prepayments, early withdrawals of deposits, changes in the correlation of various interest-bearing instruments, competition, or a rise or decline in interest rates.
52
Table of Contents
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company's management, including the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer, have concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025.
The effectiveness of our or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing, and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. As a result, there can be no assurance that our disclosure controls and procedures will prevent all errors or fraud or ensure that all material information will be made known to appropriate management in a timely fashion. By their nature, our or any system of disclosure controls and procedures can provide only reasonable assurance regarding management's control objectives.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025 that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
53
Table of Contents
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We and our subsidiaries are from time to time parties to various legal actions arising in the normal course of business. We believe that there is no threatened or pending proceeding, other than ordinary routine litigation incidental to the Company's business, against us or our subsidiaries or of which our property is the subject, which, if determined adversely, would have a material adverse effect on our consolidated business or financial condition.
Item 1A. Risk Factors.
There have been no material changes to the risk factors set forth under Part I, Item 1A "Risk Factors" in the Company's Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 11, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Repurchase of Equity Securities
The following table sets forth information about the Company's purchases of its common stock during the first quarter of 2025:
Total Number of Shares Purchased(1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Programs(2)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
January 1 - 31, 2025 - $ - - $ 15,000,000
February 1 - 28, 2025 13,014 32.07 - 15,000,000
March 1 - 31, 2025 - - - 15,000,000
Total 13,014 $ 32.07 - $ 15,000,000
(1) During the three months ended March 31, 2025, no shares were repurchased by the Company under the current share repurchase program, while 13,014 shares were surrendered by employees of the Company to pay withholding taxes on vesting of restricted stock unit awards.
(2) On April 27, 2023, the Board of Directors of the Company approved the current share repurchase program, allowing for the repurchase of up to $15.0 million of the Company's common stock through December 31, 2025. Since April 28, 2023 and through March 31, 2025, the Company repurchased no shares of common stock, leaving $15.0 million available to be repurchased.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
During the fiscal quarter ended March 31, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
54
Table of Contents
Item 6. Exhibits.
Exhibit
Number
Description Incorporated by Reference to:
3.1
Amended and Restated Articles of Incorporation of MidWestOneFinancial Group, Inc. filed with the Secretary of State of the State of Iowa on March 14, 2008
Exhibit 3.3 to the Company's Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-147628) filed with the SEC on January 14, 2008
3.2
Articles of Amendment (First Amendment) to the Amended and Restated Articles of Incorporation of MidWestOneFinancial Group, Inc. filed with the Secretary of State of the State of Iowa on January 23, 2009
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on January 23, 2009
3.3
Articles of Amendment (Second Amendment) to the Amended and Restated Articles of Incorporation of MidWestOneFinancial Group, Inc. filed with the Secretary of State of the State of Iowa on February 4, 2009 (containing the Certificate of Designations for the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A)
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 6, 2009
3.4
Articles of Amendment (Third Amendment) to the Amended and Restated Articles of Incorporation of MidWestOneFinancial Group, Inc., filed with the Secretary of State of the State of Iowa on April 21, 2017
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 4, 2017
3.5
Third Amended and Restated Bylaws, as Amended of MidWestOne Financial Group, Inc. as of October 18, 2022
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 19, 2022
4.1
Form of MidWestOneFinancial Group, Inc. 2023 Equity Incentive Plan Restricted Stock Unit Award Agreement
Exhibit 4.7 to the Company's Form S-8 filed with the SEC on May 5, 2023
4.2
Form of MidWestOneFinancial Group, Inc. 2023 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement
Exhibit 4.8 to the Company's Form S-8 filed with the SEC on May 5, 2023
4.3
Amended Form of MidWestOneFinancial Group, Inc. 2023 Equity Incentive Plan Restricted Stock Unit Award Agreement
Exhibit 10.19 to the Company's Form 10-K filed with the SEC on March 11, 2025
4.4
Amended Form of MidWestOneFinancial Group, Inc. 2023 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement
Exhibit 10.20 to the Company's Form 10-K filed with the SEC on March 11, 2025
Third Amendment to the Credit Agreement by and between MidWestOneFinancial Group, Inc. and U.S. Bank National Association dated February 12, 2024
Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2024
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) Filed herewith
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) Filed herewith
31.3
Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) Filed herewith
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith
32.3
Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith
101
The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
Filed herewith
55
Table of Contents
Exhibit
Number
Description Incorporated by Reference to:
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith
56
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MIDWESTONEFINANCIALGROUP, INC.
Dated: May 6, 2025 By: /s/ CHARLES N. REEVES
Charles N. Reeves
Chief Executive Officer
(Principal Executive Officer)
By: /s/ BARRY S. RAY
Barry S. Ray
Chief Financial Officer
(Principal Financial Officer)
By: /s/ JOHN J. RUPPEL
John J. Ruppel
Chief Accounting Officer
(Principal Accounting Officer)
57
MidWestOne Financial Group Inc. published this content on May 06, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 06, 2025 at 17:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io