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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 25, 2022

_______________________________

EAGLE BANCORP MONTANA, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 1-34682 27-1449820
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

1400 Prospect Ave.

Helena, Montana 59601

(Address of Principal Executive Offices) (Zip Code)

(406) 442-3080

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 par value $0.01 per share EBMT Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On January 25, 2022, Eagle Bancorp Montana, Inc. announced its results of operations for the quarter ended December 31, 2021. A copy of the press release announcing Eagle’s results for the quarter ended December 31, 2021, and dated January 25, 2022 is attached as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02, as well as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is being filed herewith and this list shall constitute the exhibit index:

Exhibit No.   Description
     
99.1   Eagle Bancorp press release issued January 25, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

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 hereunto duly authorized.

  EAGLE BANCORP MONTANA, INC.
     
   
Date: January 25, 2022 By:  /s/ Laura F. Clark        
    Laura F. Clark
    Executive Vice President & CFO
   

 

EXHIBIT 99.1

Eagle Bancorp Montana Earns $1.7 Million, or $0.26 per Diluted Share, in Fourth Quarter of 2021; Reports Earnings of $14.4 Million, or $2.17 per Diluted Share, for the Year 2021; Declares Quarterly Cash Dividend of $0.125 per Share

HELENA, Montana, Jan. 25, 2022 (GLOBE NEWSWIRE) -- Eagle Bancorp Montana, Inc. (NASDAQ: EBMT), (the “Company,” “Eagle”), the holding company of Opportunity Bank of Montana (the “Bank”), today reported net income of $1.7 million, or $0.26 per diluted share, in the fourth quarter of 2021, compared to $5.2 million, or $0.76 per diluted share, in the fourth quarter a year ago, and $4.7 million, or $0.73 per diluted share, in the preceding quarter. For the year 2021, net income was $14.4 million, or $2.17 per diluted share, compared to $21.2 million, or $3.11 per diluted share, for 2020.

Eagle’s board of directors declared a quarterly cash dividend of $0.125 per share on January 20, 2022. The dividend will be payable March 4, 2022 to shareholders of record February 11, 2022. The current annualized dividend yield is 2.17% based on recent market prices.

“Our operating results for 2021 reflect solid loan production year-over-year, and record deposit generation,” said Peter J. Johnson, President and CEO. “One of the highlights of 2021 was the announcement of our proposed merger with First Community Bancorp, Inc., and its subsidiary, First Community Bank (“First Community”). First Community is an experienced agriculture and commercial lender with a 130-year operating history in Montana and deep roots in the communities it serves. This transaction will expand our presence across the state of Montana and build on our reputation as an experienced and preferred agricultural lender. We foresee this merger, like other recent acquisitions, resulting in significant benefits to our expanding group of clients, communities, employees and shareholders. We anticipate welcoming First Community clients and employees to our Opportunity Bank family with a closing date anticipated during the first quarter of 2022.”

On October 1, 2021 Eagle announced that it had reached an agreement to acquire First Community Bancorp, Inc. and its subsidiary, First Community Bank. Headquartered in Glasgow, Montana, First Community is the largest bank headquartered in Northeast Montana, and currently operates nine branches and two mortgage loan production offices, including commercial-focused branches in Helena and Three Forks (Gallatin County). Upon completion of the acquisition, Opportunity Bank of Montana will have 32 retail branches in key commercial and agricultural markets across Montana. This transaction is subject to the approvals of bank regulatory agencies, the shareholders of Eagle and First Community and other customary closing requirements.

Fourth Quarter 2021 Highlights (at or for the three-month period ended December 31, 2021, except where noted):

COVID-19 Preparations as of December 31, 2021:

Balance Sheet Results

Eagle’s total assets increased 14.2% to $1.44 billion at December 31, 2021, compared to $1.26 billion a year ago, and increased 2.1% from $1.41 billion three months earlier.

Strong commercial real estate and commercial construction activity more than offset PPP loan forgiveness, causing the loan portfolio to grow approximately 10.9% compared to a year ago and grow approximately 5.5% from the previous quarter end. PPP loan forgiveness in the fourth quarter of 2021 was $4.3 million.

Eagle originated $235.4 million in new residential mortgages during the quarter and sold $239.0 million in residential mortgages, with an average gross margin on sale of mortgage loans of approximately 4.11%. This production compares to residential mortgage originations of $265.0 million in the preceding quarter with sales of $270.8 million and an average gross margin on sale of mortgage loans of approximately 4.25%.

Commercial real estate loans increased 29.7% to $410.6 million at December 31, 2021, compared to $316.7 million a year earlier. Commercial construction and development loans increased 41.5% to $92.4 million, compared to $65.3 million a year ago. Construction projects were slow to start in early 2021 due to COVID-19 concerns and supply chain issues. Agricultural and farmland loans decreased 4.1% to $113.3 million at December 31, 2021, compared to $118.2 million a year earlier. Residential mortgage loans decreased 8.7% to $101.2 million, compared to $110.8 million a year earlier. Commercial loans decreased 7.0% to $101.5 million, compared to $109.2 million a year ago, reflecting SBA PPP loan forgiveness. Home equity loans decreased 8.5% to $51.7 million, residential construction loans decreased 1.4% to $45.6 million, and consumer loans decreased 8.5% to $18.5 million, compared to a year ago.  

Total deposits increased 18.3% to $1.22 billion at December 31, 2021, compared to $1.03 billion at December 31, 2020, and increased 2.3% from $1.19 billion at September 30, 2021. Noninterest-bearing checking accounts represented 30.2%, interest-bearing checking accounts represented 16.6%, savings accounts represented 18.2%, money market accounts comprised 22.7% and time certificates of deposit made up 12.3% of the total deposit portfolio at December 31, 2021.

Shareholders’ equity increased 2.5% to $156.7 million at December 31, 2021, compared to $152.9 million a year earlier and increased nominally compared to $156.5 million three months earlier. Tangible book value was $19.74 per share, at December 31, 2021, compared to $19.16 per share a year earlier and $19.74 per share three months earlier.  

Operating Results

“The low interest rate environment, coupled with lower yields on interest earning assets continued to put pressure on our NIM during the fourth quarter,” said Johnson. Eagle’s NIM was 3.75% in the fourth quarter of 2021, compared to 3.87% in the preceding quarter, and 4.03% in the fourth quarter a year ago. The interest accretion on acquired loans totaled $171,000 and resulted in a five basis-point increase in the NIM during the fourth quarter, compared to $94,000 and a three basis-point increase in the NIM during the preceding quarter. The investment securities portfolio increased to $271.3 million at December 31, 2021, compared to $240.0 million at September 30, 2021, and $162.9 million at December 31, 2020. Average yields on earning assets for the fourth quarter decreased to 3.99% from 4.41% a year ago. For the year 2021, the NIM was 3.85%, compared to 3.94% for the year 2020.

Eagle’s fourth quarter revenues decreased to $21.8 million, compared to $25.4 million in the preceding quarter and $23.6 million in the fourth quarter a year ago. The decrease compared to the prior quarter and the fourth quarter a year ago was largely due to lower volumes in mortgage banking activity. For the year 2021, revenues increased 2.2% to $94.3 million, compared to $92.2 million in 2020.

Net interest income, before the loan loss provision, remained unchanged at $12.0 million in the fourth quarter, compared to the third quarter of 2021, and increased 4.8% compared to $11.5 million in the fourth quarter of 2020. For the year 2021, net interest income increased 7.8% to $46.5 million, compared to $43.2 million in 2020.

Total noninterest income decreased 27.2% to $9.7 million in the fourth quarter of 2021, compared to $13.4 million in the preceding quarter, and decreased 19.7% compared to $12.1 million in the fourth quarter a year ago. Net mortgage banking, the largest component of noninterest income, totaled $7.7 million in the fourth quarter of 2021, compared to $11.7 million in the preceding quarter and $10.5 million in the fourth quarter a year ago. These decreases were driven by a decline in net gain on sale of mortgage loans, as well as changes in the fair value of loans held-for sale and derivatives. These changes are largely volume driven and are impacted by the reduced volumes in mortgage activity. For the year 2021, noninterest income decreased 2.6% to $47.8 million, compared to $49.1 million in 2020. Net mortgage banking decreased 2.4% to $41.0 million in 2021, compared to $42.1 million in 2020.

Eagle’s fourth quarter noninterest expenses were $19.1 million, compared to $18.8 million in the preceding quarter and $16.3 million in the fourth quarter a year ago. For the year 2021, noninterest expense increased to $74.2 million, compared to $60.7 million in 2020. The increase is largely attributable to an increase in salary, commissions and employee benefits driven by growth in mortgage loan originations and higher overall staff levels. In addition, acquisition costs were incurred related to the proposed merger with First Community.

For the fourth quarter of 2021, the income tax provision totaled $632,000, for an effective tax rate of 26.8%, compared to $1.6 million in the preceding quarter, and $1.7 million in the fourth quarter of 2020. For the year, the income tax provision totaled $4.9 million, for an effective tax rate of 25.2%, compared to $7.2 million in 2020, for an effective tax rate of 25.4%.

Credit Quality

The loan loss provision was $285,000 in the fourth quarter of 2021, compared to $255,000 in the preceding quarter and $379,000 in the fourth quarter a year ago. The allowance for loan losses represented 177.1% of nonperforming loans at December 31, 2021, compared to 156.3% three months earlier and 136.9% a year earlier. Nonperforming loans were $7.1 million at December 31, 2021, compared to $7.8 million at September 30, 2021, and $8.5 million a year earlier. Local economies continue to rebound and loan quality has remained strong despite the impact of the COVID-19 pandemic.

Eagle had $4,000 in other real estate owned (“OREO”) and other repossessed assets on its books at December 31, 2021. This compares to $117,000 in OREO at September 30, 2021, and $25,000 at December 31, 2020.

Net loan recoveries totaled $15,000 in the fourth quarter of 2021, compared to net loan recoveries of $45,000 in the preceding quarter and net loan charge-offs of $78,000 in the fourth quarter a year ago. The allowance for loan losses was $12.5 million, or 1.34% of total loans, at December 31, 2021, compared to $12.2 million, or 1.38% of total loans, at September 30, 2021, and $11.6 million, or 1.38% of total loans, a year ago.  

Capital Management

Eagle Bancorp Montana, Inc. continues to be well capitalized with the ratio of tangible common shareholders’ equity (shareholders’ equity, less goodwill and core deposit intangible) to tangible assets (total assets, less goodwill and core deposit intangible) of 9.49% as of December 31, 2021.

Recent Events

During the second quarter of 2021, the Company completed a modified “Dutch auction” tender offer (the “Tender Offer”). The Company accepted for purchase 250,000 shares of its common stock at a price of $24.00 per share.   The aggregate purchase price for the shares purchased in the Tender Offer was approximately $6,279,000, including fees and expenses relating to the Tender Offer. Therefore, the total price including fees and expenses was $25.12 per share.  

About the Company

Eagle Bancorp Montana, Inc. is a bank holding company headquartered in Helena, Montana, and is the holding company of Opportunity Bank of Montana, a community bank established in 1922 that serves consumers and small businesses in Montana through 23 banking offices. Additional information is available on the Bank’s website at www.opportunitybank.com. The shares of Eagle Bancorp Montana, Inc. are traded on the NASDAQ Global Market under the symbol “EBMT.”

Forward Looking Statements

This release may contain certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and may be identified by the use of such words as "believe," “will”’ "expect," "anticipate," "should," "planned," "estimated," and "potential." These forward-looking statements include, but are not limited to statements of our goals, intentions and expectations; statements regarding our business plans, prospects, mergers, including the proposed transaction with First Community, growth and operating strategies; statements regarding the current global COVID-19 pandemic, statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. These factors include, but are not limited to, changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; general economic conditions and political events, either nationally or in our market areas, that are worse than expected; the duration and impact of the COVID-19 pandemic, including but not limited to the efficiency of the vaccine rollout, new variants, steps taken by governmental and other authorities to contain, mitigate and combat the pandemic, adverse effects on our employees, customers and third-party service providers, the increase in cyberattacks in the current work-from-home environment, the ultimate extent of the impacts on our business, financial position, results of operations, liquidity and prospects, continued deterioration in general business and economic conditions could adversely affect our revenues and the values of our assets and liabilities, lead to a tightening of credit and increase stock price volatility, and potential impairment charges; competition among depository and other financial institutions; loan demand or residential and commercial real estate values in Montana; the concentration of our business in Montana; our ability to continue to increase and manage our commercial real estate, commercial business and agricultural loans; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings (including any securities, bank operations, consumer or employee litigation); inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; adverse changes in the securities markets; other economic, governmental, competitive, regulatory and technological factors that may affect our operations; cyber incidents, or theft or loss of Company or customer data or money; the effect of our recent acquisitions, including the failure to achieve expected revenue growth and/or expense savings, the failure to effectively integrate their operations and the diversion of management time on issues related to the integration.

In addition, future factors related to the proposed transaction between Eagle and First Community, include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Eagle and First Community; the outcome of any legal proceedings that may be instituted against Eagle or First Community; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of Eagle; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Eagle and First Community do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; Eagle’s and First Community’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; and other factors that may affect future results of Eagle and First Community; the business, economic and political conditions in the markets in which the parties operate; the risk that the proposed combination and its announcement could have an adverse effect on either or both parties’ ability to retain customers and retain or hire key personnel and maintain relationships with customers; the risk that the proposed combination may be more difficult or time-consuming than anticipated, including in areas such as sales force, cost containment, asset realization, systems integration and other key strategies; revenues following the proposed combination may be lower than expected, including for possible reasons such as unexpected costs, charges or expenses resulting from the transactions; the unforeseen risks relating to liabilities of Eagle or First Community that may exist; and uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on First Community, Eagle and the proposed combination.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. All information set forth in this press release is current as of the date of this release and the company undertakes no duty or obligation to update this information.

Use of Non-GAAP Financial Measures

In addition to results presented in accordance with generally accepted accounting principles utilized in the United States, or GAAP, the Financial Ratios and Other Data contains non-GAAP financial measures. Non-GAAP disclosures include: 1) core efficiency ratio, 2) tangible book value per share, 3) tangible common equity to tangible assets, 4) earnings per diluted share, excluding acquisition costs and 5) return on average assets, excluding acquisition costs. The Company uses these non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. In particular, the use of tangible book value per share and tangible common equity to tangible assets is prevalent among banking regulators, investors and analysts.

The numerator for the core efficiency ratio is calculated by subtracting acquisition costs and intangible asset amortization from noninterest expense. Tangible assets and tangible common shareholders’ equity are calculated by excluding intangible assets from assets and shareholders’ equity, respectively. For these financial measures, our intangible assets consist of goodwill and core deposit intangible. Tangible book value per share is calculated by dividing tangible common shareholders’ equity by the number of common shares outstanding. We believe that this measure is consistent with the capital treatment by our bank regulatory agencies, which exclude intangible assets from the calculation of risk-based capital ratios and present this measure to facilitate the comparison of the quality and composition of our capital over time and in comparison, to our competitors.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Further, the non-GAAP financial measure of tangible book value per share should not be considered in isolation or as a substitute for book value per share or total shareholders’ equity determined in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies. Reconciliation of the GAAP and non-GAAP financial measures are presented below.

Important Additional Information and Where to Find It; Participants in the Solicitation

In connection with the proposed transaction with Eagle and First Community, Eagle has filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of Eagle and FCB and a prospectus of Eagle. The registration statement on Form S-4, as amended, was declared effective by the SEC on December 22, 2021, and Eagle and FCB mailed the definitive joint proxy statement/prospectus to their respective shareholders on or about December 23, 2021. The proposed transaction involving Eagle and FCB will be submitted to Eagle’s shareholders and FCB’s shareholders for their consideration on January 26, 2022. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting decisions, investors and security holders of Eagle and First Community are urged to read the joint proxy statement/prospectus and other documents filed with the SEC carefully and in their entirety because they contain important information. Investors and security holders can obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by Eagle through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with or furnished to the SEC by Eagle are available free of charge on Eagles internet website at www.opportunitybank.com, or by contacting Eagle. The contents of the Eagle website is not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.

Eagle, First Community, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Eagle is set forth in its proxy statement for its 2021 annual meeting of shareholders, which was filed with the SEC on March 10, 2021 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC.



Balance Sheet                  
(Dollars in thousands, except per share data)     (Unaudited)    
            December 31, September 30, December 31,  
              2021     2021     2020      
                     
Assets:                  
  Cash and due from banks       $ 10,938   $ 16,320   $ 14,455      
  Interest bearing deposits in banks       43,669     71,609     47,733      
  Federal funds sold           6,827     7,011     7,614      
    Total cash and cash equivalents     61,434     94,940     69,802      
  Securities available-for-sale         271,262     240,033     162,946      
  Federal Home Loan Bank ("FHLB") stock       1,702     1,702     2,060      
  Federal Reserve Bank ("FRB") stock       2,974     2,974     2,974      
  Mortgage loans held-for-sale, at fair value       25,819     42,059     54,615      
  Loans:                  
     Real estate loans:                
        Residential 1-4 family         101,180     99,447     110,802      
        Residential 1-4 family construction       45,635     43,474     46,290      
        Commercial real estate         410,568     380,071     316,668      
        Commercial construction and development     92,403     78,058     65,281      
        Farmland           67,005     64,824     65,918      
     Other loans:                  
        Home equity           51,748     52,990     56,563      
        Consumer           18,455     18,940     20,168      
        Commercial           101,535     95,554     109,209      
        Agricultural           46,335     53,645     52,242      
        Unearned loan fees         (1,725 )   (2,098 )   (2,038 )    
    Total loans         933,139     884,905     841,103      
  Allowance for loan losses         (12,500 )   (12,200 )   (11,600 )    
    Net loans         920,639     872,705     829,503      
  Accrued interest and dividends receivable       5,751     6,218     5,765      
  Mortgage servicing rights, net         13,693     12,941     10,105      
  Premises and equipment, net         67,266     66,537     58,762      
  Cash surrender value of life insurance, net       36,474     36,265     27,753      
  Goodwill           20,798     20,798     20,798      
  Core deposit intangible, net         1,780     1,919     2,343      
  Other assets           6,334     7,832     10,208      
    Total assets       $ 1,435,926   $ 1,406,923   $ 1,257,634      
                     
Liabilities:                  
  Deposit accounts:                  
        Noninterest bearing         368,846     367,127     318,389      
        Interest bearing           853,703     827,422     714,694      
    Total deposits       1,222,549     1,194,549     1,033,083      
  Accrued expenses and other liabilities       21,779     21,001     24,752      
  FHLB advances and other borrowings       5,000     5,000     17,070      
  Other long-term debt, net         29,869     29,850     29,791      
    Total liabilities       1,279,197     1,250,400     1,104,696      
                     
Shareholders' Equity:                  
  Preferred stock (par value $0.01 per share; 1,000,000 shares          
  authorized; no shares issued or outstanding)     -     -     -      
  Common stock (par value $0.01; 20,000,000 shares authorized;          
  7,110,833 shares issued; 6,794,811, 6,776,703 and 6,775,447 shares          
  outstanding at December 31, 2021, September 30, 2021 and          
  December 31, 2020, respectively       71     71     71      
  Additional paid-in capital         80,832     80,957     77,602      
  Unallocated common stock held by Employee Stock Ownership Plan   (5,729 )   (5,883 )   (145 )    
  Treasury stock, at cost (316,022 and 335,386 shares at December 31, 2021          
  and December 31, 2020, respectively       (7,321 )   (7,631 )   (4,423 )    
  Retained earnings           85,383     84,505     73,982      
  Accumulated other comprehensive income, net of tax     3,493     4,504     5,851      
    Total shareholders' equity     156,729     156,523     152,938      
    Total liabilities and shareholders' equity $ 1,435,926   $ 1,406,923   $ 1,257,634      
                     



Income Statement       (Unaudited)     (Unaudited)  
(Dollars in thousands, except per share data)     Three Months Ended   Years Ended  
              December 31, September 30, December 31,   December 31,  
                2021   2021   2020       2021   2020  
Interest and dividend income:                  
  Interest and fees on loans     $ 11,474 $ 11,619 $ 11,549     $ 45,134 $ 45,381  
  Securities available-for-sale       1,249   1,094   889       4,238   3,742  
  FRB and FHLB dividends       61   62   86       255   370  
  Other interest income       30   32   27       120   161  
    Total interest and dividend income       12,814   12,807   12,551       49,747   49,654  
Interest expense:                    
  Interest expense on deposits       356   350   551       1,474   3,614  
  FHLB advances and other borrowings       23   37   117       175   1,183  
  Other long-term debt       390   389   391       1,558   1,687  
    Total interest expense       769   776   1,059       3,207   6,484  
Net interest income         12,045   12,031   11,492       46,540   43,170  
Loan loss provision         285   255   379       861   3,130  
    Net interest income after loan loss provision     11,760   11,776   11,113       45,679   40,040  
                           
Noninterest income:                  
  Service charges on deposit accounts       329   318   282       1,213   1,096  
  Mortgage banking, net       7,675   11,665   10,455       41,035   42,051  
  Interchange and ATM fees       493   570   415       1,982   1,538  
  Appreciation in cash surrender value of life insurance     209   181   165       721   645  
  Net gain (loss) on sale of available-for-sale securities     12   11   (335 )     23   733  
  Other noninterest income       997   608   1,112       2,795   3,004  
    Total noninterest income       9,715   13,353   12,094       47,769   49,067  
                           
Noninterest expense:                  
  Salaries and employee benefits       11,673   12,262   10,562       48,766   38,836  
  Occupancy and equipment expense       1,702   1,665   1,342       6,448   5,019  
  Data processing       1,369   1,171   1,215       5,035   4,722  
  Advertising         426   326   287       1,276   911  
  Amortization         142   144   164       573   659  
  Loan costs         610   654   669       2,736   1,880  
  FDIC insurance premiums       89   81   75       332   222  
  Postage           84   93   103       386   363  
  Professional and examination fees       356   790   254       1,756   1,335  
  Acquisition costs       726   35   -       761   157  
  Other noninterest expense       1,939   1,579   1,670       6,097   6,563  
    Total noninterest expense       19,116   18,800   16,341       74,166   60,667  
                           
Income before provision for income taxes       2,359   6,329   6,866       19,282   28,440  
Provision for Income taxes       632   1,583   1,702       4,863   7,234  
Net income         $ 1,727 $ 4,746 $ 5,164     $ 14,419 $ 21,206  
                           
Basic earnings per share     $ 0.26 $ 0.73 $ 0.76     $ 2.17 $ 3.12  
Diluted earnings per share     $ 0.26 $ 0.73 $ 0.76     $ 2.17 $ 3.11  
                           
Basic weighted average shares outstanding       6,543,192   6,525,509   6,768,720       6,653,935   6,795,503  
                           
Diluted weighted average shares outstanding       6,563,512   6,544,044   6,815,072       6,655,735   6,820,306  
                           



ADDITIONAL FINANCIAL INFORMATION   (Unaudited)  
(Dollars in thousands, except per share data) Three Months Ended or Twelve Months Ended
      December 31, September 30, December 31,
        2021     2021     2020  
           
Mortgage Banking Activity (For the quarter):      
  Net gain on sale of mortgage loans $ 9,825   $ 11,503   $ 11,959  
  Net change in fair value of loans held-for-sale and derivatives   (2,439 )   (35 )   (1,352 )
  Mortgage servicing income, net   289     197     (152 )
    Mortgage banking, net $ 7,675   $ 11,665   $ 10,455  
           
Mortgage Banking Activity (Year-to-date):      
  Net gain on sale of mortgage loans $ 46,086     $ 36,391  
  Net change in fair value of loans held-for-sale and derivatives   (5,443 )     5,968  
  Mortgage servicing income, net   392       (308 )
    Mortgage banking, net $ 41,035     $ 42,051  
           
Performance Ratios (For the quarter):      
  Return on average assets   0.48 %   1.37 %   1.63 %
  Return on average equity   4.37 %   12.09 %   13.68 %
  Net interest margin   3.75 %   3.87 %   4.03 %
  Core efficiency ratio*   83.86 %   73.36 %   68.59 %
           
Performance Ratios (Year-to-date):      
  Return on average assets   1.06 %     1.74 %
  Return on average equity   9.18 %     15.02 %
  Net interest margin   3.85 %     3.94 %
  Core efficiency ratio*   77.23 %     64.89 %
           
Asset Quality Ratios and Data: As of or for the Three Months Ended
      December 31, September 30, December 31,
        2021     2021     2020  
           
  Nonaccrual loans   $ 4,835   $ 5,657   $ 6,257  
  Loans 90 days past due and still accruing   -     34     392  
  Restructured loans, net   2,224     2,116     1,824  
    Total nonperforming loans   7,059     7,807     8,473  
  Other real estate owned and other repossessed assets   4     117     25  
    Total nonperforming assets $ 7,063   $ 7,924   $ 8,498  
           
  Nonperforming loans / portfolio loans   0.76 %   0.88 %   1.01 %
  Nonperforming assets / assets   0.49 %   0.56 %   0.68 %
  Allowance for loan losses / portfolio loans   1.34 %   1.38 %   1.38 %
  Allowance / nonperforming loans   177.08 %   156.27 %   136.91 %
  Gross loan charge-offs for the quarter $ 2   $ 4   $ 98  
  Gross loan recoveries for the quarter $ 17   $ 49   $ 20  
  Net loan (recoveries) charge-offs for the quarter $ (15 ) $ (45 ) $ 78  
           
           
      December 31, September 30, December 31,
        2021     2021     2020  
Capital Data (At quarter end):      
  Tangible book value per share** $ 19.74   $ 19.74   $ 19.16  
  Shares outstanding   6,794,811     6,776,703     6,775,447  
  Tangible common equity to tangible assets***   9.49 %   9.67 %   10.51 %
           
Other Information:        
  Average total assets for the quarter $ 1,433,003   $ 1,382,186   $ 1,268,402  
  Average total assets year-to-date $ 1,357,249   $ 1,331,988   $ 1,219,890  
  Average earning assets for the quarter $ 1,274,817   $ 1,233,500   $ 1,131,621  
  Average earning assets year-to-date $ 1,209,715   $ 1,188,014   $ 1,092,551  
  Average loans for the quarter **** $ 942,783   $ 926,748   $ 888,331  
  Average loans year-to-date **** $ 914,804   $ 905,478   $ 874,669  
  Average equity for the quarter $ 158,208   $ 157,078   $ 151,002  
  Average equity year-to-date $ 157,014   $ 156,616   $ 141,160  
  Average deposits for the quarter $ 1,215,046   $ 1,163,979   $ 1,024,871  
  Average deposits year-to-date $ 1,138,608   $ 1,113,109   $ 954,500  
           
* The core efficiency ratio is a non-GAAP ratio that is calculated by dividing non-interest expense, exclusive of acquisition
costs and intangible asset amortization, by the sum of net interest income and non-interest income.    
** The tangible book value per share is a non-GAAP ratio that is calculated by dividing shareholders' equity,  
less goodwill and core deposit intangible, by common shares outstanding.      
*** The tangible common equity to tangible assets is a non-GAAP ratio that is calculated by dividing shareholders'  
equity, less goodwill and core deposit intangible, by total assets, less goodwill and core deposit intangible.  
**** Includes loans held for sale      



Reconciliation of Non-GAAP Financial Measures            
                       
Core Efficiency Ratio   (Unaudited)     (Unaudited)  
(Dollars in thousands) Three Months Ended   Years Ended  
          December 31, September 30, December 31,   December 31,  
            2021     2021     2020       2021     2020    
Calculation of Core Efficiency Ratio:              
  Noninterest expense $ 19,116   $ 18,800   $ 16,341     $ 74,166   $ 60,667    
  Acquisition costs   (726 )   (35 )   -       (761 )   (157 )  
  Intangible asset amortization   (142 )   (144 )   (164 )     (573 )   (659 )  
    Core efficiency ratio numerator   18,248     18,621     16,177       72,832     59,851    
                       
  Net interest income   12,045     12,031     11,492       46,540     43,170    
  Noninterest income   9,715     13,353     12,094       47,769     49,067    
    Core efficiency ratio denominator   21,760     25,384     23,586       94,309     92,237    
                       
  Core efficiency ratio (non-GAAP)   83.86 %   73.36 %   68.59 %     77.23 %   64.89 %  
                       



Tangible Book Value and Tangible Assets   (Unaudited)    
(Dollars in thousands, except per share data)   December 31, September 30, December 31,  
              2021     2021     2020      
Tangible Book Value:                
  Shareholders' equity     $ 156,729   $ 156,523   $ 152,938      
  Goodwill and core deposit intangible, net     (22,578 )   (22,717 )   (23,141 )    
    Tangible common shareholders' equity (non-GAAP) $ 134,151   $ 133,806   $ 129,797      
                     
  Common shares outstanding at end of period   6,794,811     6,776,703     6,775,447      
                     
  Common shareholders' equity (book value) per share (GAAP) $ 23.07   $ 23.10   $ 22.57      
                     
  Tangible common shareholders' equity (tangible book value)          
    per share (non-GAAP)     $ 19.74   $ 19.74   $ 19.16      
                     
Tangible Assets:                
  Total assets       $ 1,435,926   $ 1,406,923   $ 1,257,634      
  Goodwill and core deposit intangible, net     (22,578 )   (22,717 )   (23,141 )    
    Tangible assets (non-GAAP)   $ 1,413,348   $ 1,384,206   $ 1,234,493      
                     
  Tangible common shareholders' equity to tangible assets          
    (non-GAAP)         9.49 %   9.67 %   10.51 %    
                     



Earnings Per Diluted Share, Excluding Acquisition Costs (Unaudited)   (Unaudited)  
(Dollars in thousands, except per share data) Three Months Ended   Years Ended  
          December 31, September 30, December 31, December 31,  
            2021     2021     2020     2021     2020    
                       
Net interest income after loan loss provision $ 11,760   $ 11,776   $ 11,113   $ 45,679   $ 40,040    
Noninterest income       9,715     13,353     12,094     47,769     49,067    
                       
Noninterest expense       19,116     18,800     16,341     74,166     60,667    
  Acquisition costs       (726 )   (35 )   -     (761 )   (157 )  
Noninterest expense, excluding acquisition costs (non-GAAP)   18,390     18,765     16,341     73,405     60,510    
                       
Income before income taxes     3,085     6,364     6,866     20,043     28,597    
Provision for income taxes, excluding acquisition costs              
  related taxes (non-GAAP)     827     1,592     1,702     5,055     7,274    
Net Income, excluding acquisition costs (non-GAAP) $ 2,258   $ 4,772   $ 5,164   $ 14,988   $ 21,323    
                       
Diluted earnings per share (GAAP)   $ 0.26   $ 0.73   $ 0.76   $ 2.17   $ 3.11    
Diluted earnings per share, excluding acquisition              
  costs (non-GAAP)   $ 0.34   $ 0.73   $ 0.76   $ 2.25   $ 3.13    
                       



Return on Average Assets, Excluding Acquisition Costs   (Unaudited)
(Dollars in thousands)     December 31, September 30, December 31,
            2021     2021     2020  
For the quarter:          
  Net income, excluding acquisition costs (non-GAAP)*   $ 2,258   $ 4,772   $ 5,164  
  Average total assets quarter-to-date     $ 1,433,003   $ 1,382,186   $ 1,268,402  
  Return on average assets, excluding acquisition costs (non-GAAP)   0.63 %   1.38 %   1.63 %
               
Year-to-date:          
  Net income, excluding acquisition costs (non-GAAP)*   $ 14,988   $ 12,718   $ 21,323  
  Average total assets year-to-date     $ 1,357,249   $ 1,331,988   $ 1,219,890  
  Return on average assets, excluding acquisition costs (non-GAAP)   1.10 %   1.27 %   1.75 %
               
* See Earnings Per Diluted Share, Excluding Acquisition Costs table for GAAP to non-GAAP reconciliation.
               

Contacts:         
Peter J. Johnson, President and CEO
(406) 457-4006
Laura F. Clark, EVP and CFO
(406) 457-4007