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 September 30, 2022
| ☐ | 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 1-34682
Eagle Bancorp Montana, Inc.
(Exact name of small business issuer as specified in its charter)
| Delaware | 27-1449820 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1400 Prospect Avenue, Helena, MT 59601
(Address of principal executive offices)
(406) 442-3080
(Issuer's telephone number)
Website address: www.opportunitybank.com
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. 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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 ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
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| 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 (defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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 |
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
| Common stock, par value $0.01 per share | 7,980,282 shares outstanding |
As of October 31, 2022
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
| PART I. |
FINANCIAL INFORMATION |
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| Item 1. |
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Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 and 2021 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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| Item 4. |
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| PART II. |
OTHER INFORMATION |
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| Item 1. |
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| Item 1A. | Risk Factors | 41 | |
| Item 2. |
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EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
Cautionary Note Regarding Forward-Looking Statements
This report includes “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. These forward-looking statements include, but are not limited to:
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statements of our goals, intentions and expectations; |
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statements regarding our business plans, prospects, growth and operating strategies; |
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statements regarding the current global COVID-19 pandemic; |
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statements regarding the asset quality of our loan and investment portfolios; and |
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estimates of our risks and future costs and benefits. |
These forward-looking statements are based on current beliefs and expectations of the management of Eagle Bancorp Montana, Inc. (“Eagle” or the “Company”) and Opportunity Bank of Montana (“OBMT” or the “Bank”), Eagle’s wholly-owned subsidiary, 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.
The following factors, among others, could cause the Company’s actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
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changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; |
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the negative impacts and disruptions resulting from the ongoing novel coronavirus, or COVID-19, and the steps taken by governmental and other authorities to contain, mitigate and combat the pandemic, on the economies and communities we serve, which may likely have an adverse impact on our credit portfolio, goodwill, stock price, borrowers and the economy as a whole both globally and domestically; |
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local, regional, national and international economic and market conditions and events and the impact they may have on us, our customers and our assets and liabilities; |
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competition among depository and other traditional and non-traditional financial service providers; |
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risks related to the concentration of our business in Montana, including risks associated with changes in the prices, values and sales volume of residential and commercial real estate in Montana; |
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inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; |
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our ability to attract deposits and other sources of funding or liquidity; |
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changes or volatility in the securities markets that lead to impairment in the value of our investment securities and goodwill; |
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our ability to implement our growth strategy, including identifying and consummating suitable acquisitions, raising additional capital to finance such transactions, entering new markets, possible failures in realizing the anticipated benefits from such acquisitions and an inability of our personnel, systems and infrastructure to keep pace with such growth; |
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the effect of acquisitions we may make, if any, including, without limitation, the failure to achieve expected revenue growth and/or expense savings from such acquisitions, including our recent acquisition of First Community Bancorp, Inc.; |
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risks related to the integration of any businesses we have acquired or expect to acquire, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, the time and costs associated with integrating systems, technology platforms, procedures and personnel, including our recent acquisition of First Community Bancorp, Inc.; |
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potential impairment on the goodwill we have recorded or may record in connection with business acquisitions; |
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political developments, uncertainties or instability; |
| ● | our ability to enter new markets successfully and capitalize on growth opportunities; | |
| ● | the need to retain capital for strategic or regulatory reasons; | |
| ● | changes in consumer spending, borrowing and savings habits; | |
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our ability to continue to increase and manage our commercial and residential real estate, multi-family and commercial business loans; |
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possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises; |
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the level of future deposit insurance premium assessments; |
| ● | our ability to implement new technologies and maintain secure and reliable technology systems; | |
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our ability to develop and maintain secure and reliable information technology systems, effectively defend ourselves against cyberattacks, or recover from breaches to our cybersecurity infrastructure; |
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the failure of assumptions underlying the establishment of allowance for possible loan losses and other estimates; |
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changes in the financial performance and/or condition of our borrowers and their ability to repay their loans when due; and |
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the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. |
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the Part II, Item 1A, “Risk Factors” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained elsewhere in this report, as well as our Annual Report on Form 10-K for the year ended December 31, 2021, any subsequent Reports on Form 10-Q and Form 8-K, and other filings with the SEC. We do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur, or of which we hereafter become aware.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands, Except for Per Share Data)
(Unaudited)
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS: | ||||||||
| Cash and due from banks | $ | 22,154 | $ | 10,938 | ||||
| Interest-bearing deposits in banks | 3,043 | 43,669 | ||||||
| Federal funds sold | - | 6,827 | ||||||
| Total cash and cash equivalents | 25,197 | 61,434 | ||||||
| Securities available-for-sale | 351,949 | 271,262 | ||||||
| Federal Home Loan Bank ("FHLB") stock | 2,939 | 1,702 | ||||||
| Federal Reserve Bank ("FRB") stock | 4,206 | 2,974 | ||||||
| Mortgage loans held-for-sale, at fair value | 24,408 | 25,819 | ||||||
| Loans receivable, net of allowance for loan losses of $ at September 30, 2022 and $ at December 31, 2021 | 1,298,304 | 920,639 | ||||||
| Accrued interest and dividends receivable | 10,778 | 5,751 | ||||||
| Mortgage servicing rights, net | 15,141 | 13,693 | ||||||
| Assets held-for-sale, at fair value | 2,041 | - | ||||||
| Premises and equipment, net | 79,374 | 67,266 | ||||||
| Cash surrender value of life insurance, net | 45,845 | 36,474 | ||||||
| Goodwill | 34,740 | 20,798 | ||||||
| Core deposit intangible, net | 7,895 | 1,780 | ||||||
| Other assets | 21,103 | 6,334 | ||||||
| Total assets | $ | 1,923,920 | $ | 1,435,926 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Continued)
(Dollars in Thousands, Except for Per Share Data)
(Unaudited)
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| LIABILITIES: | ||||||||
| Deposit accounts: | ||||||||
| Noninterest-bearing | $ | 507,034 | $ | 368,846 | ||||
| Interest-bearing | 1,167,216 | 853,703 | ||||||
| Total deposits | 1,674,250 | 1,222,549 | ||||||
| Accrued expenses and other liabilities | 23,748 | 21,779 | ||||||
| FHLB advances and other borrowings | 15,600 | 5,000 | ||||||
| Other long-term debt: | ||||||||
| Principal amount | 60,155 | 30,155 | ||||||
| Unamortized debt issuance costs | (1,107 | ) | (286 | ) | ||||
| Total other long-term debt, net | 59,048 | 29,869 | ||||||
| Total liabilities | 1,772,646 | 1,279,197 | ||||||
| SHAREHOLDERS' EQUITY: | ||||||||
| Preferred stock (par value $ per share; shares authorized; shares issued or outstanding) | - | - | ||||||
| Common stock (par value $ per share; shares authorized; and shares issued; and shares outstanding at September 30, 2022 and December 31, 2021, respectively) | 85 | 71 | ||||||
| Additional paid-in capital | 109,488 | 80,832 | ||||||
| Unallocated common stock held by Employee Stock Ownership Plan ("ESOP") | (5,300 | ) | (5,729 | ) | ||||
| Treasury stock, at cost ( and shares at September 30, 2022 and December 31, 2021, respectively) | (11,627 | ) | (7,321 | ) | ||||
| Retained earnings | 89,502 | 85,383 | ||||||
| Accumulated other comprehensive (loss) income, net of tax | (30,874 | ) | 3,493 | |||||
| Total shareholders' equity | 151,274 | 156,729 | ||||||
| Total liabilities and shareholders' equity | $ | 1,923,920 | $ | 1,435,926 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except for Per Share Data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| INTEREST AND DIVIDEND INCOME: | ||||||||||||||||
| Interest and fees on loans | $ | 16,665 | $ | 11,619 | $ | 42,933 | $ | 33,660 | ||||||||
| Securities available-for-sale | 2,555 | 1,094 | 5,863 | 2,989 | ||||||||||||
| FHLB and FRB dividends | 63 | 62 | 160 | 194 | ||||||||||||
| Other interest income | 59 | 32 | 206 | 90 | ||||||||||||
| Total interest and dividend income | 19,342 | 12,807 | 49,162 | 36,933 | ||||||||||||
| INTEREST EXPENSE: | ||||||||||||||||
| Deposits | 717 | 350 | 1,451 | 1,118 | ||||||||||||
| FHLB advances and other borrowings | 136 | 37 | 157 | 152 | ||||||||||||
| Other long-term debt | 602 | 389 | 1,855 | 1,168 | ||||||||||||
| Total interest expense | 1,455 | 776 | 3,463 | 2,438 | ||||||||||||
| NET INTEREST INCOME | 17,887 | 12,031 | 45,699 | 34,495 | ||||||||||||
| Loan loss provision | 517 | 255 | 1,654 | 576 | ||||||||||||
| NET INTEREST INCOME AFTER LOAN LOSS PROVISION | 17,370 | 11,776 | 44,045 | 33,919 | ||||||||||||
| NONINTEREST INCOME: | ||||||||||||||||
| Service charges on deposit accounts | 498 | 318 | 1,223 | 884 | ||||||||||||
| Mortgage banking, net | 4,447 | 11,665 | 16,183 | 33,360 | ||||||||||||
| Interchange and ATM fees | 594 | 570 | 1,668 | 1,489 | ||||||||||||
| Appreciation in cash surrender value of life insurance | 291 | 181 | 748 | 512 | ||||||||||||
| Net gain (loss) on sale of available-for-sale securities | - | 11 | (6 | ) | 11 | |||||||||||
| Other noninterest income | 1,587 | 608 | 3,236 | 1,798 | ||||||||||||
| Total noninterest income | $ | 7,417 | $ | 13,353 | $ | 23,052 | $ | 38,054 | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Continued)
(Dollars in Thousands, Except for Per Share Data)
(Unaudited)
| Three Months Ended |
Nine Months Ended |
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| September 30, |
September 30, |
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| 2022 |
2021 |
2022 |
2021 |
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| NONINTEREST EXPENSE: |
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| Salaries and employee benefits |
$ | 11,699 | $ | 12,262 | $ | 33,511 | $ | 37,093 | ||||||||
| Occupancy and equipment expense |
1,946 | 1,665 | 5,441 | 4,746 | ||||||||||||
| Data processing |
1,964 | 1,171 | 4,628 | 3,666 | ||||||||||||
| Advertising |
464 | 326 | 1,052 | 850 | ||||||||||||
| Amortization of core deposit intangible |
333 | 144 | 895 | 431 | ||||||||||||
| Loan costs |
491 | 654 | 1,624 | 2,126 | ||||||||||||
| Federal Deposit Insurance Corporation ("FDIC") insurance premiums |
93 | 81 | 330 | 243 | ||||||||||||
| Professional and examination fees |
420 | 790 | 1,098 | 1,400 | ||||||||||||
| Acquisition costs |
103 | 35 | 2,296 | 35 | ||||||||||||
| Other noninterest expense |
3,151 | 1,672 | 6,783 | 4,460 | ||||||||||||
| Total noninterest expense |
20,664 | 18,800 | 57,658 | 55,050 | ||||||||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES |
4,123 | 6,329 | 9,439 | 16,923 | ||||||||||||
| Provision for income taxes |
1,031 | 1,583 | 2,360 | 4,231 | ||||||||||||
| NET INCOME |
$ | 3,092 | $ | 4,746 | $ | 7,079 | $ | 12,692 | ||||||||
| BASIC EARNINGS PER SHARE |
$ | 0.40 | $ | 0.73 | $ | 0.98 | $ | 1.90 | ||||||||
| DILUTED EARNINGS PER SHARE |
$ | 0.40 | $ | 0.73 | $ | 0.98 | $ | 1.89 | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in Thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| NET INCOME | $ | 3,092 | $ | 4,746 | $ | 7,079 | $ | 12,692 | ||||||||
| OTHER ITEMS OF COMPREHENSIVE (LOSS) INCOME BEFORE TAX: | ||||||||||||||||
| Change in fair value of investment securities available-for-sale | (16,009 | ) | (578 | ) | (46,657 | ) | (1,818 | ) | ||||||||
| Reclassification for net realized (gains) losses on investment securities available-for-sale | - | (11 | ) | 6 | (11 | ) | ||||||||||
| Total other comprehensive loss | (16,009 | ) | (589 | ) | (46,651 | ) | (1,829 | ) | ||||||||
| Income tax benefit related to securities available-for-sale | 4,216 | 155 | 12,284 | 482 | ||||||||||||
| COMPREHENSIVE (LOSS) INCOME | $ | (8,701 | ) | $ | 4,312 | $ | (27,288 | ) | $ | 11,345 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Three and Nine Months Ended September 30, 2022 and 2021
(Dollars in Thousands, Except for Per Share Data)
(Unaudited)
| ACCUMULATED | ||||||||||||||||||||||||||||||||
| ADDITIONAL | UNALLOCATED | OTHER | ||||||||||||||||||||||||||||||
| PREFERRED | COMMON | PAID-IN | ESOP | TREASURY | RETAINED | COMPREHENSIVE | ||||||||||||||||||||||||||
| STOCK | STOCK | CAPITAL | SHARES | STOCK | EARNINGS | (LOSS) INCOME | TOTAL | |||||||||||||||||||||||||
| Balance at July 1, 2022 | $ | - | $ | 85 | $ | 109,410 | $ | (5,443 | ) | $ | (9,691 | ) | $ | 87,510 | $ | (19,081 | ) | $ | 162,790 | |||||||||||||
| Net income | - | - | - | - | - | 3,092 | - | 3,092 | ||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | - | (11,793 | ) | (11,793 | ) | ||||||||||||||||||||||
| Dividends paid ($ per share) | - | - | - | - | - | (1,100 | ) | - | (1,100 | ) | ||||||||||||||||||||||
| Stock compensation expense | - | - | 135 | - | - | - | - | 135 | ||||||||||||||||||||||||
| ESOP shares allocated ( shares) | - | - | (57 | ) | 143 | - | - | - | 86 | |||||||||||||||||||||||
| Treasury stock purchased ( shares at $ average cost per share) | - | - | - | - | (1,936 | ) | - | - | (1,936 | ) | ||||||||||||||||||||||
| Balance at September 30, 2022 | $ | - | $ | 85 | $ | 109,488 | $ | (5,300 | ) | $ | (11,627 | ) | $ | 89,502 | $ | (30,874 | ) | $ | 151,274 | |||||||||||||
| Balance at July 1, 2021 | $ | - | $ | 71 | $ | 80,820 | $ | (6,061 | ) | $ | (7,631 | ) | $ | 80,607 | $ | 4,938 | $ | 152,744 | ||||||||||||||
| Net income | - | - | - | - | - | 4,746 | - | 4,746 | ||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | - | (434 | ) | (434 | ) | ||||||||||||||||||||||
| Dividends paid ($ per share) | - | - | - | - | - | (848 | ) | - | (848 | ) | ||||||||||||||||||||||
| Stock compensation expense | - | - | 90 | - | - | - | - | 90 | ||||||||||||||||||||||||
| ESOP shares allocated () shares) | - | - | 47 | 178 | - | - | - | 225 | ||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | - | $ | 71 | $ | 80,957 | $ | (5,883 | ) | $ | (7,631 | ) | $ | 84,505 | $ | 4,504 | $ | 156,523 | ||||||||||||||
| Balance at January 1, 2022 | $ | - | $ | 71 | $ | 80,832 | $ | (5,729 | ) | $ | (7,321 | ) | $ | 85,383 | $ | 3,493 | $ | 156,729 | ||||||||||||||
| Net income | - | - | - | - | - | 7,079 | - | 7,079 | ||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | - | (34,367 | ) | (34,367 | ) | ||||||||||||||||||||||
| Dividends paid ($ per share) | - | - | - | - | - | (2,960 | ) | - | (2,960 | ) | ||||||||||||||||||||||
| Stock issued in connection with First Community Bancorp, Inc. acquisition | - | 14 | 28,337 | - | - | - | - | 28,351 | ||||||||||||||||||||||||
| Stock compensation expense | - | - | 405 | - | - | - | - | 405 | ||||||||||||||||||||||||
| ESOP shares allocated ( shares) | - | - | (86 | ) | 429 | - | - | - | 343 | |||||||||||||||||||||||
| Treasury stock purchased ( shares at $ average cost per share) | - | - | - | - | (4,306 | ) | - | - | (4,306 | ) | ||||||||||||||||||||||
| Balance at September 30, 2022 | $ | - | $ | 85 | $ | 109,488 | $ | (5,300 | ) | $ | (11,627 | ) | $ | 89,502 | $ | (30,874 | ) | $ | 151,274 | |||||||||||||
| Balance at January 1, 2021 | $ | - | $ | 71 | $ | 77,602 | $ | (145 | ) | $ | (4,423 | ) | $ | 73,982 | $ | 5,851 | $ | 152,938 | ||||||||||||||
| Net income | - | - | - | - | - | 12,692 | - | 12,692 | ||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | - | (1,347 | ) | (1,347 | ) | ||||||||||||||||||||||
| Dividends paid ($ per share) | - | - | - | - | - | (2,169 | ) | - | (2,169 | ) | ||||||||||||||||||||||
| Stock compensation expense | - | - | 270 | - | - | - | - | 270 | ||||||||||||||||||||||||
| ESOP shares allocated ( shares) | - | - | 156 | 262 | - | - | - | 418 | ||||||||||||||||||||||||
| Treasury stock purchased through tender offer ( shares at $ average cost per share) | - | - | - | - | (6,279 | ) | - | - | (6,279 | ) | ||||||||||||||||||||||
| Sale of shares to ESOP ( shares at $ average price per share) | - | 2,929 | (6,000 | ) | 3,071 | - | - | - | ||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | - | $ | 71 | $ | 80,957 | $ | (5,883 | ) | $ | (7,631 | ) | $ | 84,505 | $ | 4,504 | $ | 156,523 | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 7,079 | $ | 12,692 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Loan loss provision | 1,654 | 576 | ||||||
| Recovery of mortgage servicing rights | (56 | ) | (702 | ) | ||||
| Depreciation | 2,615 | 2,137 | ||||||
| Net amortization of investment securities premiums and discounts | 1,182 | 874 | ||||||
| Amortization of mortgage servicing rights | 1,710 | 2,881 | ||||||
| Amortization of right-of-use assets | 512 | 457 | ||||||
| Amortization of core deposit intangible | 895 | 431 | ||||||
| Compensation expense related to restricted stock awards | 405 | 270 | ||||||
| ESOP compensation expense for allocated shares | 343 | 418 | ||||||
| Net gain on sale of loans | (15,645 | ) | (36,261 | ) | ||||
| Originations of loans held-for-sale | (449,013 | ) | (814,854 | ) | ||||
| Proceeds from sales of loans held-for-sale | 466,069 | 863,671 | ||||||
| Net loss (gain) on sale of available-for-sale securities | 6 | (11 | ) | |||||
| Net gain on sale of real estate owned and other repossessed assets | (203 | ) | - | |||||
| Net gain on sale/disposal of premises and equipment | (1 | ) | (70 | ) | ||||
| Net appreciation in cash surrender value of life insurance | (748 | ) | (512 | ) | ||||
| Net change in: | ||||||||
| Accrued interest and dividends receivable | (2,273 | ) | (453 | ) | ||||
| Other assets | 241 | 1,707 | ||||||
| Accrued expenses and other liabilities | 891 | (429 | ) | |||||
| Net cash provided by operating activities | 15,663 | 32,822 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Activity in available-for-sale securities: | ||||||||
| Sales | 43,794 | 3,910 | ||||||
| Maturities, principal payments and calls | 30,876 | 8,906 | ||||||
| Purchases | (77,073 | ) | (95,762 | ) | ||||
| FHLB stock (purchased) redeemed | (612 | ) | 358 | |||||
| FRB stock purchased | (392 | ) | - | |||||
| Net cash received from acquisition | 13,397 | - | ||||||
| Loan origination and principal collection, net | (191,855 | ) | (48,901 | ) | ||||
| Purchases of bank owned life insurance | - | (8,000 | ) | |||||
| Proceeds from sale of real estate and other repossessed assets acquired in settlement of loans | 535 | 16 | ||||||
| Proceeds from sale of premises and equipment | 5 | 1,379 | ||||||
| Purchases of premises and equipment, net | (10,733 | ) | (10,538 | ) | ||||
| Net cash used in investing activities | $ | (192,058 | ) | $ | (148,632 | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in Thousands)
(Unaudited)
See Note 2. Mergers and Acquisitions for additional information related to assets acquired and liabilities assumed in acquisitions.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Eagle Bancorp Montana, Inc. (“Eagle” or the “Company”), is a Delaware corporation that holds 100% of the capital stock of Opportunity Bank of Montana (“OBMT” or the “Bank”), formerly American Federal Savings Bank (“AFSB”). The Bank was founded in 1922 as a Montana chartered building and loan association and has conducted operations and maintained its administrative office in Helena, Montana since that time. In 1975, the Bank adopted a federal thrift charter and in October 2014 converted to a Montana chartered commercial bank and became a member bank in the Federal Reserve System.
In March 2021, the Bank established a subsidiary, Opportunity Housing Fund, LLC ("OHF"), to invest in Low-Income Housing Tax Credit ("LIHTC") projects. The LIHTC program is designed to encourage capital investment in construction and rehabilitation of low-income housing. Tax credits are allowable over a 10-year period. During the year ended December 31, 2021, OHF made initial investments in two LIHTC projects. Investments in LIHTC projects are included in other assets on the statement of financial condition and totaled $1,237,000 and $935,000 as of September 30, 2022 and December 31, 2021, respectively.
In September 2021, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with First Community Bancorp, Inc. ("FCB"), a Montana corporation, and FCB's wholly-owned subsidiary, First Community Bank, a Montana chartered commercial bank. The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, FCB would merge with and into Eagle, with Eagle continuing as the surviving corporation. The merger closed on April 30, 2022. First Community Bank operated nine branches in Ashland, Culbertson, Froid, Glasgow, Helena, Hinsdale, Three Forks and Wolf Point, Montana.
On January 1, 2020, the Company acquired Western Holding Company of Wolf Point, ("WHC"), a Montana corporation, and WHC's wholly-owned subsidiary, Western Bank of Wolf Point ("WB"), a Montana chartered commercial bank. The acquisition included one branch in Wolf Point, Montana. In addition, Western Financial Services, Inc. ("WFS") was acquired through the WHC merger. WFS facilitates deferred payment contracts for customers that produce agricultural products.
The Bank currently has 30 full-service branches. The Bank’s principal business is accepting deposits and, together with funds generated from operations and borrowings, investing in various types of loans and securities. The Bank also operated certain branches under the names Dutton State Bank, Farmers State Bank of Denton and The State Bank of Townsend. Effective January 2022, these branches were rebranded and are now only operating as Opportunity Bank of Montana.
Basis of Financial Statement Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). It is recommended that these unaudited interim condensed consolidated financial statements be read in conjunction with the Company’s Annual Report on Form 10-K with all of the audited information and footnotes required by U.S. GAAP for complete financial statements for the year ended December 31, 2021, as filed with the SEC on March 9, 2022. In the opinion of management, all normal adjustments and recurring accruals considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included.
The results of operations for the nine-month period ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any other period. In preparing condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated statement of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, mortgage servicing rights, the fair value of financial instruments, the valuation of goodwill and deferred tax assets and liabilities.
Principles of Consolidation
The condensed consolidated financial statements include Eagle, the Bank, OHF, Eagle Bancorp Statutory Trust I (the “Trust”) and WFS. All significant intercompany transactions and balances have been eliminated in consolidation.
Reclassifications
Certain prior period amounts were reclassified to conform to the presentation for 2022. These reclassifications had no impact on net income or shareholders’ equity.
NOTE 2. MERGERS AND ACQUISITIONS
Effective April 30, 2022 Eagle completed its previously announced merger with FCB. The acquisition closed after receipt of approvals from regulatory authorities, approval of FCB shareholders and the satisfaction of other closing conditions. The total consideration paid was $38,577,000 and included cash consideration of $10,226,000 and common stock issued of $28,351,000.
This transaction was accounted for under the acquisition method of accounting.
All of the assets acquired and liabilities assumed were recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combinations were expensed as incurred. Determining the fair value of assets and liabilities is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The goodwill recorded is not deductible for federal income tax purposes.
The following table summarizes the fair values of the assets acquired and liabilities assumed, consideration paid and the resulting goodwill.
| FCB | ||||
| April 30, | ||||
| 2022 | ||||
| (In Thousands) | ||||
| Assets acquired: | ||||
| Cash and cash equivalents | $ | 23,623 | ||
| Securities available-for-sale | 126,123 | |||
| Loans receivable | 190,894 | |||
| Premises and equipment | 6,393 | |||
| Cash surrender value of life insurance | 8,638 | |||
| Core deposit intangible | 7,004 | |||
| Other assets | 7,687 | |||
| Total assets acquired | $ | 370,362 | ||
| Liabilities assumed: | ||||
| Deposits | $ | 321,107 | ||
| Accrued expenses and other liabilities | 1,767 | |||
| Other borrowings | 22,853 | |||
| Total liabilities assumed | $ | 345,727 | ||
| Net assets acquired | $ | 24,635 | ||
| Consideration paid: | ||||
| Cash | $ | 10,226 | ||
| Common stock issued (1,396,596 shares) | 28,351 | |||
| Total consideration paid | $ | 38,577 | ||
| Goodwill resulting from acquisition | $ | 13,942 | ||
Goodwill recorded for the FCB acquisition during the three months ended June 30, 2022 was $13,942,000.
FCB investments were written down an additional $4,559,000 to fair value on the date of acquisition based on market prices obtained from an independent third party.
For acquisitions, the fair value analysis of the loan portfolios resulted in a valuation adjustment for each loan based on an amortization schedule of expected cash flow. Individual amortization schedules were used for each loan over a certain amount and those with specifically identified loss exposure. The remainder of the loans were grouped by type and risk rating into loan pools (based on loan type, fixed or variable interest rate, revolving or term payments and risk rating). Yield inputs for the amortization schedules included contractual interest rates, estimated prepayment speeds, liquidity adjustments and market yields. Credit inputs for the amortization schedules included probability of payment default, loss given default rates and individually identified loss exposure.
The total accretable discount on FCB acquired loans was $5,416,000 as of April 30, 2022. During the three and nine months ended September 30, 2022, accretion of the loan discount was $333,000 and $1,060,000, respectively. The remaining accretable loan discount was $4,352,000 as of September 30, 2022. Three impaired loans were acquired through the FCB acquisition with insignificant balances as of April 30, 2022.
Fair value adjustments recorded for FCB related to premises and equipment were insignificant overall. The Company used independent third party appraisals in the determination of the fair value of acquired properties.
Core deposit intangible assets of $7,004,000 were recorded for FCB and are being amortized using an accelerated method over the estimated useful lives of the related deposits of 10 years from date of acquisition. For acquisitions, the core deposit intangible value is a function of the difference between the cost of the acquired core deposits and the alternative cost of funds. These cash flow streams were discounted to present value. The fair value of other deposit accounts acquired were valued by estimating future cash flows to be received or paid from individual or homogenous groups of assets and liabilities and then discounting those cash flows to a present value using rates of return that were available in financial markets for similar financial instruments on or near the acquisition date.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2. MERGERS AND ACQUISITIONS – continued
Direct costs related to the acquisition were expensed as incurred. The Company recorded acquisition costs related to FCB of $103,000 and $2,296,000 during the three and nine months ended September 30, 2022, respectively, and $35,000 during both the three and nine months ended September 30, 2021. Acquisition costs included professional fees and data processing expenses incurred related to the acquisitions.
Operations of acquired entities have been included in the condensed consolidated financial statements since date of acquisition. The Company does not consider them as separate reporting segments and does not track the amount of revenues and net income attributable since acquisition. As such, it is impracticable to determine such amounts for the period from acquisition date through September 30, 2022.
The accompanying consolidated statements of income include the results of operations of FCB since the April 30, 2022 acquisition date. The following table presents unaudited pro forma results of operations for the three and nine months ended September 30, 2021 as if the acquisition had occurred on January 1, 2021. This pro forma information gives the effect to certain adjustments, including purchase accounting fair value adjustments and amortization of the core deposit intangible asset. The pro forma information does not necessarily reflect the results of operations that would have occurred had the Company purchased and assumed the assets and liabilities of FCB on January 1, 2021. Cost savings are also not reflected in the unaudited pro forma amounts for the three and nine months ended September 30, 2021.
| Three Months Ended | Nine Months Ended | |||||||
| September 30, 2021 | September 30, 2021 | |||||||
| (Dollars in Thousands, Except Per Share Data) | (Dollars in Thousands, Except Per Share Data) | |||||||
| Pro forma net income(1) | ||||||||
| Net interest income after loan loss provision | $ | 15,110 | $ | 43,921 | ||||
| Noninterest income | 14,946 | 42,833 | ||||||
| Noninterest expense | 22,104 | 64,962 | ||||||
| Income before provision for income taxes | 7,952 | 21,792 | ||||||
| Income tax provision | 1,988 | 5,448 | ||||||
| Net income | $ | 5,964 | $ | 16,344 | ||||
| Pro forma earnings per share(1) | ||||||||
| Basic earnings per share | $ | 0.91 | $ | 2.44 | ||||
| Diluted earnings per share | $ | 0.91 | $ | 2.44 | ||||
| Weighted average shares outstanding, basic | 6,525,509 | 6,691,256 | ||||||
| Weighted average shares outstanding, diluted | 6,544,044 | 6,709,376 | ||||||
(1) Significant assumptions utilized include the acquisition costs noted above and a 25.00% effective tax rate.
NOTE 3. INVESTMENT SECURITIES
The amortized cost and fair values of securities, together with unrealized gains and losses, were as follows:
| September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||
| Gross | Gross | |||||||||||||||||||||||||||||||
| Amortized | Unrealized | Fair | Amortized | Unrealized | Fair | |||||||||||||||||||||||||||
| Cost | Gains | (Losses) | Value | Cost | Gains | (Losses) | Value | |||||||||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||||||||||
| Available-for-Sale: | ||||||||||||||||||||||||||||||||
| U.S. government and agency obligations | $ | 2,674 | $ | 3 | $ | (214 | ) | $ | 2,463 | $ | 1,618 | $ | 15 | $ | - | $ | 1,633 | |||||||||||||||
| U.S. Treasury obligations | 63,708 | - | (7,639 | ) | 56,069 | 52,707 | 580 | (104 | ) | 53,183 | ||||||||||||||||||||||
| Municipal obligations | 191,252 | 9 | (22,379 | ) | 168,882 | 119,381 | 4,616 | (330 | ) | 123,667 | ||||||||||||||||||||||
| Corporate obligations | 7,239 | 2 | (212 | ) | 7,029 | 9,251 | 103 | (18 | ) | 9,336 | ||||||||||||||||||||||
| Mortgage-backed securities | 32,729 | 1 | (2,244 | ) | 30,486 | 14,662 | 92 | (118 | ) | 14,636 | ||||||||||||||||||||||
| Collateralized mortgage obligations | 92,450 | - | (9,280 | ) | 83,170 | 63,286 | 416 | (635 | ) | 63,067 | ||||||||||||||||||||||
| Asset-backed securities | 3,808 | 46 | (4 | ) | 3,850 | 5,617 | 123 | - | 5,740 | |||||||||||||||||||||||
| Total | $ | 393,860 | $ | 61 | $ | (41,972 | ) | $ | 351,949 | $ | 266,522 | $ | 5,945 | $ | (1,205 | ) | $ | 271,262 | ||||||||||||||
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3. INVESTMENT SECURITIES – continued
Proceeds from sale of available-for sale securities and the associated realized gains and losses were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Proceeds from sale of available-for-sale securities | $ | - | $ | 3,910 | $ | 43,794 | $ | 3,910 | ||||||||
| Gross realized gain on sale of available-for-sale securities | $ | - | $ | 11 | $ | - | $ | 11 | ||||||||
| Gross realized loss on sale of available-for-sale securities | - | - | (6 | ) | - | |||||||||||
| Net realized loss on sale of available-for-sale securities | $ | - | $ | 11 | $ | (6 | ) | $ | 11 | |||||||
The amortized cost and fair value of securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| September 30, 2022 | ||||||||
| Amortized | Fair | |||||||
| Cost | Value | |||||||
| (In Thousands) | ||||||||
| Due in one year or less | $ | 18,821 | $ | 18,694 | ||||
| Due from one to five years | 19,187 | 18,552 | ||||||
| Due from five to ten years | 90,566 | 78,291 | ||||||
| Due after ten years | 140,107 | 122,756 | ||||||
| 268,681 | 238,293 | |||||||
| Mortgage-backed securities | 32,729 | 30,486 | ||||||
| Collateralized mortgage obligations | 92,450 | 83,170 | ||||||
| Total | $ | 393,860 | $ | 351,949 | ||||
As of September 30, 2022 and December 31, 2021, securities with a fair value of $59,927,000 and $22,245,000, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.
The Company’s investment securities that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve or more months were as follows:
| September 30, 2022 | ||||||||||||||||
| Less Than 12 Months | 12 Months or Longer | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Fair | Unrealized | Fair | Unrealized | |||||||||||||
| Value | Losses | Value | Losses | |||||||||||||
| (In Thousands) | ||||||||||||||||
| U.S. government and agency obligations | $ | 1,739 | $ | (214 | ) | $ | - | $ | - | |||||||
| U.S. Treasury obligations | 39,485 | (4,861 | ) | 16,584 | (2,778 | ) | ||||||||||
| Municipal obligations | 152,894 | (18,422 | ) | 12,821 | (3,957 | ) | ||||||||||
| Corporate obligations | 6,026 | (212 | ) | - | - | |||||||||||
| Mortgage-backed securities and collateralized mortgage obligations | 80,102 | (6,028 | ) | 33,355 | (5,496 | ) | ||||||||||
| Asset-backed securities | 743 | (4 | ) | - | - | |||||||||||
| Total | $ | 280,989 | $ | (29,741 | ) | $ | 62,760 | $ | (12,231 | ) | ||||||
NOTE 3. INVESTMENT SECURITIES – continued
| December 31, 2021 | ||||||||||||||||
| Less Than 12 Months | 12 Months or Longer | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Fair | Unrealized | Fair | Unrealized | |||||||||||||
| Value | Losses | Value | Losses | |||||||||||||
| (In Thousands) | ||||||||||||||||
| U.S. government and agency obligations | $ | - | $ | - | $ | - | $ | - | ||||||||
| U.S. Treasury obligations | 19,301 | (104 | ) | - | - | |||||||||||
| Municipal obligations | 17,973 | (330 | ) | - | - | |||||||||||
| Corporate obligations | 2,982 | (18 | ) | - | - | |||||||||||
| Mortgage-backed securities and collateralized mortgage obligations | 50,002 | (741 | ) | 1,296 | (12 | ) | ||||||||||
| Asset-backed securities | - | - | - | - | ||||||||||||
| Total | $ | 90,258 | $ | (1,193 | ) | $ | 1,296 | $ | (12 | ) | ||||||
Unrealized losses associated with investments are believed to be caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of the securities and not due to concerns regarding the underlying credit of the issuers or the underlying collateral. The Company does not intend to sell the securities, and it is not likely to be required to sell these securities prior to maturity. Based on the Company's evaluation of these securities, no other-than-temporary impairment was recorded for the three months ended September 30, 2022 and 2021, respectively or the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, there were, respectively, 400 and 43 securities in unrealized loss positions that were considered to be temporarily impaired and therefore an impairment charge has not been recorded.
NOTE 4. LOANS RECEIVABLE
Loans receivable consisted of the following:
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (In Thousands) | ||||||||
| Real estate loans: | ||||||||
| Residential 1-4 family | $ | 195,265 | $ | 146,815 | ||||
| Commercial real estate | 781,843 | 569,976 | ||||||
| Other loans: | ||||||||
| Home equity | 67,409 | 51,748 | ||||||
| Consumer | 27,703 | 18,455 | ||||||
| Commercial | 241,608 | 147,870 | ||||||
| Total | 1,313,828 | 934,864 | ||||||
| Deferred loan fees, net | (1,674 | ) | (1,725 | ) | ||||
| Allowance for loan losses | (13,850 | ) | (12,500 | ) | ||||
| Total loans, net | $ | 1,298,304 | $ | 920,639 | ||||
Included in the above are loans guaranteed by U.S. government agencies totaling $26,983,000 and $25,730,000 at September 30, 2022 and December 31, 2021, respectively.
NOTE 4. LOANS RECEIVABLE – continued
Allowance for loan losses activity was as follows:
| Residential | Commercial | Home | ||||||||||||||||||||||
| 1-4 Family | Real Estate | Equity | Consumer | Commercial | Total | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||||||
| Beginning balance, July 1, 2022 | $ | 1,643 | $ | 8,337 | $ | 507 | $ | 361 | $ | 2,477 | $ | 13,325 | ||||||||||||
| Charge-offs | - | - | - | (6 | ) | - | (6 | ) | ||||||||||||||||
| Recoveries | - | 6 | - | 3 | 5 | 14 | ||||||||||||||||||
| Provision | 17 | 400 | 1 | 1 | 98 | 517 | ||||||||||||||||||
| Ending balance, September 30, 2022 | $ | 1,660 | $ | 8,743 | $ | 508 | $ | 359 | $ | 2,580 | $ | 13,850 | ||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||||||
| Beginning balance, January 1, 2022 | $ | 1,596 | $ | 7,470 | $ | 533 | $ | 365 | $ | 2,536 | $ | 12,500 | ||||||||||||
| Charge-offs | - | - | (32 | ) | (14 | ) | (299 | ) | (345 | ) | ||||||||||||||
| Recoveries | - | 20 | - | 4 | 17 | 41 | ||||||||||||||||||
| Provision | 64 | 1,253 | 7 | 4 | 326 | 1,654 | ||||||||||||||||||
| Ending balance, September 30, 2022 | $ | 1,660 | $ | 8,743 | $ | 508 | $ | 359 | $ | 2,580 | $ | 13,850 | ||||||||||||
| Ending balance, September 30, 2022 allocated to loans individually evaluated for impairment | $ | 199 | $ | - | $ | - | $ | - | $ | 79 | $ | 278 | ||||||||||||
| Ending balance, September 30, 2022 allocated to loans collectively evaluated for impairment | $ | 1,461 | $ | 8,743 | $ | 508 | $ | 359 | $ | 2,501 | $ | 13,572 | ||||||||||||
| Loans receivable: | ||||||||||||||||||||||||
| Ending balance, September 30, 2022 | $ | 195,265 | $ | 781,843 | $ | 67,409 | $ | 27,703 | $ | 241,608 | $ | 1,313,828 | ||||||||||||
| Ending balance, September 30, 2022 of loans individually evaluated for impairment | $ | 687 | $ | 1,173 | $ | 97 | $ | 34 | $ | 1,655 | $ | 3,646 | ||||||||||||
| Ending balance, September 30, 2022 of loans collectively evaluated for impairment | $ | 194,578 | $ | 780,670 | $ | 67,312 | $ | 27,669 | $ | 239,953 | $ | 1,310,182 | ||||||||||||
| Residential | Commercial | Home | ||||||||||||||||||||||
| 1-4 Family | Real Estate | Equity | Consumer | Commercial | Total | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||||||
| Beginning balance, July 1, 2021 | $ | 1,544 | $ | 7,127 | $ | 522 | $ | 363 | $ | 2,344 | $ | 11,900 | ||||||||||||
| Charge-offs | - | - | - | (4 | ) | - | (4 | ) | ||||||||||||||||
| Recoveries | - | 6 | - | 1 | 42 | 49 | ||||||||||||||||||
| Provision | 26 | 155 | 8 | 3 | 63 | 255 | ||||||||||||||||||
| Ending balance, September 30, 2021 | $ | 1,570 | $ | 7,288 | $ | 530 | $ | 363 | $ | 2,449 | $ | 12,200 | ||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||||||
| Beginning balance, January 1, 2021 | $ | 1,506 | $ | 6,951 | $ | 515 | $ | 364 | $ | 2,264 | $ | 11,600 | ||||||||||||
| Charge-offs | - | (35 | ) | - | (14 | ) | (6 | ) | (55 | ) | ||||||||||||||
| Recoveries | - | 15 | - | 7 | 57 | 79 | ||||||||||||||||||
| Provision | 64 | 357 | 15 | 6 | 134 | 576 | ||||||||||||||||||
| Ending balance, September 30, 2021 | $ | 1,570 | $ | 7,288 | $ | 530 | $ | 363 | $ | 2,449 | $ | 12,200 | ||||||||||||
| Ending balance, September 30, 2021 allocated to loans individually evaluated for impairment | $ | 199 | $ | - | $ | - | $ | - | $ | 109 | $ | 308 | ||||||||||||
| Ending balance, September 30, 2021 allocated to loans collectively evaluated for impairment | $ | 1,371 | $ | 7,288 | $ | 530 | $ | 363 | $ | 2,340 | $ | 11,892 | ||||||||||||
| Loans receivable: | ||||||||||||||||||||||||
| Ending balance, September 30, 2021 | $ | 142,921 | $ | 522,953 | $ | 52,990 | $ | 18,940 | $ | 149,199 | $ | 887,003 | ||||||||||||
| Ending balance, September 30, 2021 of loans individually evaluated for impairment | $ | 1,122 | $ | 4,341 | $ | 121 | $ | 78 | $ | 2,111 | $ | 7,773 | ||||||||||||
| Ending balance, September 30, 2021 of loans collectively evaluated for impairment | $ | 141,799 | $ | 518,612 | $ | 52,869 | $ | 18,862 | $ | 147,088 | $ | 879,230 | ||||||||||||
NOTE 4. LOANS RECEIVABLE – continued
Internal classification of the loan portfolio was as follows:
| September 30, 2022 | ||||||||||||||||||||||||
| Special | ||||||||||||||||||||||||
| Pass | Mention | Substandard | Doubtful | Loss | Total | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Real estate loans: | ||||||||||||||||||||||||
| Residential 1-4 family | $ | 136,505 | $ | 519 | $ | 575 | $ | 199 | $ | - | $ | 137,798 | ||||||||||||
| Residential 1-4 family construction | 57,467 | - | - | - | - | 57,467 | ||||||||||||||||||
| Commercial real estate | 491,965 | 12,954 | 1,797 | - | - | 506,716 | ||||||||||||||||||
| Commercial construction and development | 144,247 | 1,053 | - | - | - | 145,300 | ||||||||||||||||||
| Farmland | 125,169 | 2,450 | 2,208 | - | - | 129,827 | ||||||||||||||||||
| Other loans: | ||||||||||||||||||||||||
| Home equity | 67,295 | - | 114 | - | - | 67,409 | ||||||||||||||||||
| Consumer | 27,653 | 2 | 48 | - | - | 27,703 | ||||||||||||||||||
| Commercial | 129,004 | 1,113 | 850 | 8 | - | 130,975 | ||||||||||||||||||
| Agricultural | 107,536 | 610 | 2,378 | 109 | - | 110,633 | ||||||||||||||||||
| Total | $ | 1,286,841 | $ | 18,701 | $ | 7,970 | $ | 316 | $ | - | $ | 1,313,828 | ||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||
| Special | ||||||||||||||||||||||||
| Pass | Mention | Substandard | Doubtful | Loss | Total | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Real estate loans: | ||||||||||||||||||||||||
| Residential 1-4 family | $ | 100,680 | $ | - | $ | 301 | 199 | $ | - | $ | 101,180 | |||||||||||||
| Residential 1-4 family construction | 45,298 | - | 337 | - | - | 45,635 | ||||||||||||||||||
| Commercial real estate | 406,896 | 1,527 | 2,145 | - | - | 410,568 | ||||||||||||||||||
| Commercial construction and development | 92,403 | - | - | - | - | 92,403 | ||||||||||||||||||
| Farmland | 65,037 | 177 | 1,744 | 47 | - | 67,005 | ||||||||||||||||||
| Other loans: | ||||||||||||||||||||||||
| Home equity | 51,614 | - | 134 | - | - | 51,748 | ||||||||||||||||||
| Consumer | 18,392 | - | 63 | - | - | 18,455 | ||||||||||||||||||
| Commercial | 100,881 | 130 | 524 | - | - | 101,535 | ||||||||||||||||||
| Agricultural | 44,550 | 332 | 1,444 | 9 | - | 46,335 | ||||||||||||||||||
| Total | $ | 925,751 | $ | 2,166 | $ | 6,692 | $ | 255 | $ | - | $ | 934,864 | ||||||||||||
The following tables include information regarding delinquencies within the loan portfolio.
| September 30, 2022 | ||||||||||||||||||||||||
| Loans Past Due and Still Accruing | ||||||||||||||||||||||||
| 90 Days | ||||||||||||||||||||||||
| 30-89 Days | and | Nonaccrual | Current | Total | ||||||||||||||||||||
| Past Due | Greater | Total | Loans | Loans | Loans | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Real estate loans: | ||||||||||||||||||||||||
| Residential 1-4 family | $ | 452 | $ | - | $ | 452 | $ | 687 | $ | 136,659 | $ | 137,798 | ||||||||||||
| Residential 1-4 family construction | 149 | - | 149 | - | 57,318 | 57,467 | ||||||||||||||||||
| Commercial real estate | 76 | - | 76 | 403 | 506,237 | 506,716 | ||||||||||||||||||
| Commercial construction and development | 109 | - | 109 | - | 145,191 | 145,300 | ||||||||||||||||||
| Farmland | 31 | - | 31 | 770 | 129,026 | 129,827 | ||||||||||||||||||
| Other loans: | ||||||||||||||||||||||||
| Home equity | 62 | - | 62 | 97 | 67,250 | 67,409 | ||||||||||||||||||
| Consumer | 121 | - | 121 | 34 | 27,548 | 27,703 | ||||||||||||||||||
| Commercial | 324 | 874 | 1,198 | 68 | 129,709 | 130,975 | ||||||||||||||||||
| Agricultural | 35 | - | 35 | 1,587 | 109,011 | 110,633 | ||||||||||||||||||
| Total | $ | 1,359 | $ | 874 | $ | 2,233 | $ | 3,646 | $ | 1,307,949 | $ | 1,313,828 | ||||||||||||
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4. LOANS RECEIVABLE – continued
| December 31, 2021 | ||||||||||||||||||||||||
| Loans Past Due and Still Accruing | ||||||||||||||||||||||||
| 90 Days | ||||||||||||||||||||||||
| 30-89 Days | and | Nonaccrual | Current | Total | ||||||||||||||||||||
| Past Due | Greater | Total | Loans | Loans | Loans | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Real estate loans: | ||||||||||||||||||||||||
| Residential 1-4 family | $ | 21 | $ | - | $ | 21 | $ | 616 | $ | 100,543 | $ | 101,180 | ||||||||||||
| Residential 1-4 family construction | - | - | - | 337 | 45,298 | 45,635 | ||||||||||||||||||
| Commercial real estate | 788 | - | 788 | 497 | 409,283 | 410,568 | ||||||||||||||||||
| Commercial construction and development | - | - | - | - | 92,403 | 92,403 | ||||||||||||||||||
| Farmland | 61 | - | 61 | 1,630 | 65,314 | 67,005 | ||||||||||||||||||
| Other loans: | ||||||||||||||||||||||||
| Home equity | - | - | - | 115 | 51,633 | 51,748 | ||||||||||||||||||
| Consumer | 55 | - | 55 | 62 | 18,338 | 18,455 | ||||||||||||||||||
| Commercial | 6 | - | 6 | 516 | 101,013 | 101,535 | ||||||||||||||||||
| Agricultural | - | - | - | 1,718 | 44,617 | 46,335 | ||||||||||||||||||
| Total | $ | 931 | $ | - | $ | 931 | $ | 5,491 | $ | 928,442 | $ | 934,864 | ||||||||||||
The following tables include information regarding impaired loans.
| September 30, 2022 | ||||||||||||
| Unpaid | ||||||||||||
| Recorded | Principal | Related | ||||||||||
| Investment | Balance | Allowance | ||||||||||
| (In Thousands) | ||||||||||||
| Real estate loans: | ||||||||||||
| Residential 1-4 family | $ | 687 | $ | 785 | $ | 199 | ||||||
| Residential 1-4 family construction | - | - | - | |||||||||
| Commercial real estate | 403 | 486 | - | |||||||||
| Commercial construction and development | - | - | - | |||||||||
| Farmland | 770 | 868 | - | |||||||||
| Other loans: | ||||||||||||
| Home equity | 97 | 122 | - | |||||||||
| Consumer | 34 | 40 | - | |||||||||
| Commercial | 68 | 124 | - | |||||||||
| Agricultural | 1,587 | 1,686 | 79 | |||||||||
| Total | $ | 3,646 | $ | 4,111 | $ | 278 | ||||||
| December 31, 2021 | ||||||||||||
| Unpaid | ||||||||||||
| Recorded | Principal | Related | ||||||||||
| Investment | Balance | Allowance | ||||||||||
| (In Thousands) | ||||||||||||
| Real estate loans: | ||||||||||||
| Residential 1-4 family | $ | 616 | $ | 703 | $ | 199 | ||||||
| Residential 1-4 family construction | 337 | 387 | - | |||||||||
| Commercial real estate | 2,024 | 2,078 | - | |||||||||
| Commercial construction and development | - | - | - | |||||||||
| Farmland | 1,630 | 1,721 | - | |||||||||
| Other loans: | ||||||||||||
| Home equity | 115 | 139 | - | |||||||||
| Consumer | 62 | 73 | - | |||||||||
| Commercial | 516 | 639 | 101 | |||||||||
| Agricultural | 1,759 | 1,862 | 300 | |||||||||
| Total | $ | 7,059 | $ | 7,602 | $ | 600 | ||||||
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4. LOANS RECEIVABLE – continued
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Average Recorded Investment | Average Recorded Investment | |||||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Real estate loans: | ||||||||||||||||
| Residential 1-4 family | $ | 629 | $ | 715 | $ | 652 | $ | 994 | ||||||||
| Residential 1-4 family construction | - | 337 | 169 | 337 | ||||||||||||
| Commercial real estate | 403 | 2,239 | 1,213 | 2,166 | ||||||||||||
| Commercial construction and development | - | - | - | 25 | ||||||||||||
| Farmland | 770 | 2,125 | 1,200 | 2,259 | ||||||||||||
| Other loans: | ||||||||||||||||
| Home equity | 108 | 126 | 106 | 116 | ||||||||||||
| Consumer | 35 | 78 | 48 | 114 | ||||||||||||
| Commercial | 76 | 536 | 292 | 536 | ||||||||||||
| Agricultural | 1,587 | 1,366 | 1,673 | 1,640 | ||||||||||||
| Total | $ | 3,608 | $ | 7,522 | $ | 5,353 | $ | 8,187 | ||||||||
Interest income recognized on impaired loans for the three and nine months ended September 30, 2022 and 2021 is considered insignificant. Interest payments received on a cash basis related to impaired loans were $406,000 and $405,000 at September 30, 2022 and December 31, 2021, respectively.
As of September 30, 2022 and December 31, 2021, there were troubled debt restructured (“TDR”) loans of $1,112,000 and $2,224,000, respectively.
During the three months ended September 30, 2022, there werenonew TDR loans. During the nine months ended September 30, 2022, there were two new TDR loans.The recorded investments for both agricultural loans at the time of restructure were $331,000 and $145,000. No charge-offs were incurred and the loans are on nonaccrual status.
During the three months ended September 30, 2021, there were new TDR loans. The recorded investments for both farmland loans at the time of restructure were $391,000 and $70,000. charge-offs were incurred and the loans are on nonaccrual status. During the nine months ended September 30, 2021, there were new TDR loans. The recorded investments for the two farmland loans at time of restructure as stated above were $391,000 and $70,000. The recorded investment for the commercial real estate loan at time of restructure during the first quarter of 2021 was $115,000. The commercial real estate loan was paid off during the nine months ended September 30, 2021.
There were no loans modified as TDR's that defaulted during the three months ended September 30, 2022. There were two farmland loans modified as TDRs that defaulted during the nine months ended September 30, 2022 where the default occurred within 12 months of restructuring. A default for purposes of this disclosure is a TDR loan in which the borrower is 90 days past due or results in the foreclosure and repossession of the applicable collateral. The recorded investments for the farmland loans were $374,000 and $70,000at September 30, 2022 and the Company has initiated foreclosure on these loans.
As of September 30, 2022, the Company had no commitments to lend additional funds to loan customers whose terms had been modified in TDRs.
NOTE 5. MORTGAGE SERVICING RIGHTS
The Company is servicing mortgage loans for the benefit of others which are not included in the condensed consolidated statements of financial condition and have unpaid principal balances of $1,992,699,000 and $1,835,561,000 at September 30, 2022 and December 31, 2021, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and foreclosure processing. Mortgage loan servicing fees were $1,225,000 and $1,060,000 for the three months ended September 30, 2022 and 2021, respectively. Mortgage loan servicing fees were $3,581,000 and $2,984,000 for the nine months ended September 30, 2022 and 2021, respectively. These fees, net of amortization, are included in mortgage banking, net which is a component of noninterest income on the condensed consolidated statements of income.
Custodial balances maintained in connection with the foregoing loan servicing are included in noninterest checking deposits and were $18,000,000 and $11,613,000 at September 30, 2022 and December 31, 2021, respectively.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5. MORTGAGE SERVICING RIGHTS – continued
The following table is a summary of activity in mortgage servicing rights:
| As of or For the | ||||||||
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2022 | 2021 | |||||||
| (In Thousands) | ||||||||
| Mortgage servicing rights: | ||||||||
| Beginning balance | $ | 14,809 | $ | 12,232 | ||||
| Mortgage servicing rights capitalized | 924 | 1,662 | ||||||
| Amortization of mortgage servicing rights | (592 | ) | (863 | ) | ||||
| Ending balance | $ | 15,141 | $ | 13,031 | ||||
| Valuation allowance: | ||||||||
| Beginning balance | $ | - | $ | (104 | ) | |||
| Recovery of mortgage servicing rights | - | 14 | ||||||
| Ending balance | $ | - | $ | (90 | ) | |||
| Mortgage servicing rights, net | $ | 15,141 | $ | 12,941 | ||||
| As of or For the | ||||||||
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2022 | 2021 | |||||||
| (In Thousands) | ||||||||
| Mortgage servicing rights: | ||||||||
| Beginning balance | $ | 13,749 | $ | 10,897 | ||||
| Mortgage servicing rights capitalized | 3,102 | 5,015 | ||||||
| Amortization of mortgage servicing rights | (1,710 | ) | (2,881 | ) | ||||
| Ending balance | $ | 15,141 | $ | 13,031 | ||||
| Valuation allowance: | ||||||||
| Beginning balance | $ | (56 | ) | $ | (792 | ) | ||
| Recovery of mortgage servicing rights | 56 | 702 | ||||||
| Ending balance | - | (90 | ) | |||||
| Mortgage servicing rights, net | $ | 15,141 | $ | 12,941 | ||||
Impairment expense on mortgage servicing rights was recorded during the year ended December 31, 2020 as a result of increased prepayment speed assumptions. Recoveries of $14,000 and $702,000 were recorded during the three and nine months ended September 30, 2021, respectively. There was no recovery or impairment recorded during the three months ended September 30, 2022. However, a recovery of $56,000 was recorded during the nine months ended September 30, 2022. Recovery (impairment) of servicing rights is included in other noninterest expense on the condensed consolidated statements of income.
The fair values of these rights were $19,303,000 and $14,686,000 at September 30, 2022 and December 31, 2021, respectively. The fair value of servicing rights was determined at loan level, depending on the interest rate and term of the specific loan, using the following valuation assumptions:
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Key assumptions: | ||||||||
| Discount rate | % | 12 | % | |||||
| Prepayment speed range | 111-208 | % | 184-265 | % | ||||
| Weighted average prepayment speed | 123 | % | 204 | % | ||||
NOTE 6. DEPOSITS
Deposits are summarized as follows:
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (In Thousands) | ||||||||
| Noninterest checking | $ | 507,034 | $ | 368,846 | ||||
| Interest-bearing checking | 252,258 | 203,410 | ||||||
| Savings | 284,303 | 223,069 | ||||||
| Money market | 398,647 | 277,469 | ||||||
| Time certificates of deposit | 232,008 | 149,755 | ||||||
| Total | $ | 1,674,250 | $ | 1,222,549 | ||||
NOTE 7. OTHER LONG-TERM DEBT
Other long-term debt consisted of the following:
| September 30, 2022 | December 31, 2021 | |||||||||||||||
| Unamortized | Unamortized | |||||||||||||||
| Debt | Debt | |||||||||||||||
| Principal | Issuance | Principal | Issuance | |||||||||||||
| Amount | Costs | Amount | Costs | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Senior notes fixed at , due | $ | - | $ | - | $ | 10,000 | $ | (4 | ) | |||||||
| Subordinated debentures fixed at to floating, due | 15,000 | (257 | ) | 15,000 | (282 | ) | ||||||||||
| Subordinated debentures fixed at to floating, due | 40,000 | (850 | ) | - | - | |||||||||||
| Subordinated debentures variable at 3-Month Libor plus , due | 5,155 | - | 5,155 | - | ||||||||||||
| Total other long-term debt | $ | 60,155 | $ | (1,107 | ) | $ | 30,155 | $ | (286 | ) | ||||||
In January 2022, the Company completed the issuance of $40,000,000 in aggregate principal amount of subordinated notes due in 2032 in a private placement transaction to certain institutional accredited investors and qualified buyers. The notes bear interest at an annual fixed rate of 3.50% payable semi-annually. Starting February 1, 2027, interest will accrue at a floating rate per annum equal to a benchmark rate, which is expected to be three-month term Secured Overnight Financing Rate ("SOFR") plus a spread of 218.0 basis points, payable quarterly. The notes are subject to redemption at the option of the Company on or after February 1, 2027. The subordinated debentures qualify as Tier 2 capital for regulatory capital purposes. A portion of the net proceeds were used to redeem the $10,000,000 senior notes due in February 2022.
In June 2020, the Company completed the issuance of $15,000,000 in aggregate principal amount of subordinated notes due in 2030 in a private placement transaction to certain qualified institutional accredited investors. The notes bear interest at an annual fixed rate of 5.50% payable semi-annually. Starting July 1, 2025, interest will accrue at a floating rate per annum equal to a benchmark rate, which is expected to be three-month term SOFR plus a spread of 509.0 basis points, payable quarterly. The notes are subject to redemption at the option of the Company on or after July 1, 2025. The subordinated debentures qualify as Tier 2 capital for regulatory capital purposes.
In February 2017, the Company completed the issuance, through a private placement, of $10,000,000 aggregate principal amount of fixed senior unsecured notes due in The interest was paid semi-annually through maturity date. The notes were not subject to redemption at the option of the Company. The notes were redeemed on February 15, 2022.
In September 2005, the Company completed the private placement of $5,155,000 in subordinated debentures to the Trust. The Trust funded the purchase of the subordinated debentures through the sale of trust preferred securities to First Tennessee Bank, N.A. with a liquidation value of $5,155,000. Using interest payments made by the Company on the debentures, the Trust began paying quarterly dividends to preferred security holders in December 2005. The annual percentage rate of the interest payable on the subordinated debentures and distributions payable on the preferred securities was fixed at until December 2010 then became variable at three-month LIBOR plus making the rate 5.17% and 1.63% as of September 30, 2022 and December 31, 2021, respectively. Dividends on the preferred securities are cumulative and the Trust may defer the payments for up to years. The preferred securities mature in December 2035 unless the Company elects and obtains regulatory approval to accelerate the maturity date. The subordinated debentures qualify as Tier 1 capital for regulatory purposes.
NOTE 8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table includes information regarding the activity in accumulated other comprehensive income (loss).
| Unrealized | ||||
| (Losses) Gains | ||||
| on Securities | ||||
| Available-for-Sale | ||||
| (In Thousands) | ||||
| Balance, July 1, 2022 | $ | (19,081 | ) | |
| Other comprehensive loss, before reclassifications and income taxes | (16,009 | ) | ||
| Amounts reclassified from accumulated other comprehensive loss, before income taxes | - | |||
| Income tax benefit | 4,216 | |||
| Total other comprehensive loss | (11,793 | ) | ||
| Balance, September 30, 2022 | $ | (30,874 | ) | |
| Balance, July 1, 2021 | $ | 4,938 | ||
| Other comprehensive loss, before reclassifications and income taxes | (578 | ) | ||
| Amounts reclassified from accumulated other comprehensive income, before income taxes | (11 | ) | ||
| Income tax benefit | 155 | |||
| Total other comprehensive loss | (434 | ) | ||
| Balance, September 30, 2021 | $ | 4,504 | ||
| Balance, January 1, 2022 | $ | 3,493 | ||
| Other comprehensive loss, before reclassifications and income taxes | (46,657 | ) | ||
| Amounts reclassified from accumulated other comprehensive loss, before income taxes | 6 | |||
| Income tax benefit | 12,284 | |||
| Total other comprehensive loss | (34,367 | ) | ||
| Balance, September 30, 2022 | $ | (30,874 | ) | |
| Balance, January 1, 2021 | $ | 5,851 | ||
| Other comprehensive loss, before reclassifications and income taxes | (1,818 | ) | ||
| Amounts reclassified from accumulated other comprehensive income, before income taxes | (11 | ) | ||
| Income tax benefit | 482 | |||
| Total other comprehensive loss | (1,347 | ) | ||
| Balance, September 30, 2021 | $ | 4,504 | ||
NOTE 9. EARNINGS PER SHARE
The computations of basic and diluted earnings per share are as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (Dollars in Thousands, Except Per Share Data) | ||||||||||||||||
| Basic weighted average shares outstanding | 7,793,485 | 6,525,509 | 7,241,520 | 6,691,256 | ||||||||||||
| Dilutive effect of stock compensation | 14,565 | 18,535 | 12,722 | 18,120 | ||||||||||||
| Diluted weighted average shares outstanding | 7,808,050 | 6,544,044 | 7,254,242 | 6,709,376 | ||||||||||||
| Net income available to common shareholders | $ | 3,092 | $ | 4,746 | $ | 7,079 | $ | 12,692 | ||||||||
| Basic earnings per share | $ | 0.40 | $ | 0.73 | $ | 0.98 | $ | 1.90 | ||||||||
| Diluted earnings per share | $ | 0.40 | $ | 0.73 | $ | 0.98 | $ | 1.89 | ||||||||
There were no anti-dilutive shares at September 30, 2022 and December 31, 2021.
NOTE 10. DERIVATIVES AND HEDGING ACTIVITIES
The Company enters into commitments to originate and sell mortgage loans. The Bank uses derivatives to hedge the risk of changes in fair values of interest rate lock commitments and mortgage loans held-for-sale. An optimal amount of mortgage loans are sold directly into bulk commitments with investors at the time an interest rate is locked, other loans are sold on an individual best efforts basis at the time an interest rate is locked, and the remaining balance of locked loans are hedged using To-Be-Announced (“TBA”) mortgage-backed securities or bulk mandatory forward loan sale commitments.
Derivatives are accounted for as free-standing or economic derivatives and are measured at fair value. Derivatives are recorded as either other assets or other liabilities on the condensed consolidated statements of condition.
Derivatives are summarized as follows:
| September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||
| Notional | Fair Value | Notional | Fair Value | |||||||||||||||||||||
| Amount | Asset | Liability | Amount | Asset | Liability | |||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||
| Interest rate lock commitments | $ | 53,275 | $ | - | $ | 772 | $ | 84,674 | $ | 1,218 | $ | - | ||||||||||||
| Forward TBA mortgage-backed securities | 45,000 | 1,614 | - | 51,000 | - | 94 | ||||||||||||||||||
Changes in the fair value of the derivatives are recorded in mortgage banking, net within noninterest income on the condensed consolidated statements of income.Net gains of $209,000 and $373,000 were recorded for the three months ended September 30, 2022 and 2021, respectively. Net losses of $282,000 and $1,953,000 were recorded for the nine months ended September 30, 2022 and 2021, respectively.
NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Assets and liabilities that are measured at fair value are grouped in three levels within the fair value hierarchy based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
The fair value hierarchy is as follows:
| ■ | Level 1 Inputs – Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. |
| ■ | Level 2 Inputs – Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data. |
| ■ | Level 3 Inputs – Valuations are based on unobservable inputs that may include significant management judgment and estimation. |
A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy at the reporting date, is set forth below.
Available-for-Sale Securities – Securities classified as available-for-sale are reported at fair value utilizing Level 1 (nationally recognized securities exchanges) and Level 2 inputs. For level 2 securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include but is not limited to dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayments speeds, credit information and the bond’s terms and conditions.
Loans Held-for-Sale – These loans are reported at fair value. Fair value is determined based on expected proceeds based on committed sales contracts and commitments of similar loans if not already committed and are considered Level 2 inputs.
Derivative Instruments – The fair value of the interest rate lock commitments, forward TBA mortgage-backed securities and mandatory forward commitments are estimated using quoted or published market prices for similar instruments and adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. Interest rate lock commitments are considered Level 3 inputs and forward TBA mortgage-backed securities and mandatory forward commitments are considered Level 2 inputs.
EAGLE BANCORP MONTANA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS – continued
Impaired Loans – Impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral or using a discounted cash flow if the loan is not collateral dependent. Collateral values are estimated using Level 3 inputs based on internally customized discounting criteria.
Real Estate and Other Repossessed Assets – Fair values are determined at the time the loan is foreclosed upon and the asset is transferred from loans. The value is based primarily on third party appraisals, less costs to sell and are considered Level 3 inputs for determining fair value. Repossessed assets are reviewed and evaluated periodically for additional impairment and adjusted accordingly.
Mortgage Servicing Rights – The fair value of mortgage servicing rights are estimated using net present value of expected cash flows based on a third party model that incorporates industry assumptions and is adjusted for factors such as prepayment speeds and are considered Level 3 inputs.
The following tables summarize financial assets and financial liabilities measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.
| September 30, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair | |||||||||||||
| Inputs | Inputs | Inputs | Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Financial assets: | ||||||||||||||||
| Available-for-sale securities | ||||||||||||||||
| U.S. government obligations | $ | - | $ | 2,463 | $ | - | $ | 2,463 | ||||||||
| U.S. Treasury obligations | 56,069 | - | - | 56,069 | ||||||||||||
| Municipal obligations | - | 168,882 | - | 168,882 | ||||||||||||
| Corporate obligations | - | 7,029 | - | 7,029 | ||||||||||||
| Mortgage-backed securities | - | 30,486 | - | 30,486 | ||||||||||||
| Collateralized mortgage obligations | - | 83,170 | - | 83,170 | ||||||||||||
| Asset-backed securities | - | 3,850 | - | 3,850 | ||||||||||||
| Loans held-for-sale | - | 24,408 | - | 24,408 | ||||||||||||
| Forward TBA mortgage-backed securities | - | 1,614 | - | 1,614 | ||||||||||||
| Financial liabilities: | ||||||||||||||||
| Interest rate lock commitments | - | - | 772 | 772 | ||||||||||||
| December 31, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair | |||||||||||||
| Inputs | Inputs | Inputs | Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Financial assets: | ||||||||||||||||
| Available-for-sale securities | ||||||||||||||||
| U.S. government obligations | $ | - | $ | 1,633 | $ | - | $ | 1,633 | ||||||||
| U.S. Treasury obligations | 53,183 | - | - | 53,183 | ||||||||||||
| Municipal obligations | - | 123,667 | - | 123,667 | ||||||||||||
| Corporate obligations | - | 9,336 | - | 9,336 | ||||||||||||
| Mortgage-backed securities | - | 14,636 | - | 14,636 | ||||||||||||
| Collateralized mortgage obligations | - | 63,067 | - | 63,067 | ||||||||||||
| Asset-backed securities | - | 5,740 | - | 5,740 | ||||||||||||
| Loans held-for-sale | - | 25,819 | - | 25,819 | ||||||||||||
| Interest rate lock commitments | - | - | 1,218 | 1,218 | ||||||||||||
| Financial liabilities: | ||||||||||||||||
| Forward TBA mortgage-backed securities | - | 94 | - | 94 | ||||||||||||
NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS – continued
Certain financial assets may be measured at fair value on a nonrecurring basis. These assets are subject to fair value adjustments that result from the application of lower of cost or fair value accounting or write-downs of individual assets, such as impaired loans that are collateral dependent, real estate and other repossessed assets and mortgage servicing rights.
The following table summarizes financial assets measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting periods presented:
| September 30, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair | |||||||||||||
| Inputs | Inputs | Inputs | Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Impaired loans | $ | - | $ | - | $ | 218 | $ | 218 | ||||||||
| Real estate and other repossessed assets | - | - | - | - | ||||||||||||
| Mortgage servicing rights | - | - | 1,383 | 1,383 | ||||||||||||
| December 31, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Fair | |||||||||||||
| Inputs | Inputs | Inputs | Value | |||||||||||||
| (In Thousands) | ||||||||||||||||
| Impaired loans | $ | - | $ | - | $ | 376 | $ | 376 | ||||||||
| Real estate and other repossessed assets | - | - | 4 | 4 | ||||||||||||
| Mortgage servicing rights | - | - | 14,686 | 14,686 | ||||||||||||
The following table represents the Banks’s Level 3 financial assets and liabilities, the valuation techniques used to measure the fair value of those financial assets and liabilities, and the significant unobservable inputs and the ranges of values for those inputs.
| Principal | Significant | Range of | |||||
| Valuation | Unobservable | Significant Input | |||||
| Instrument | Technique | Inputs | Values | ||||
| Impaired loans | Fair value of underlying collateral | Discount applied to the obtained appraisal | 10-30% | ||||
| Real estate and other repossessed assets | Fair value of collateral | Discount applied to the obtained appraisal | 10-30% | ||||
| Mortgage servicing rights | Discounted cash flows | Discount rate | 10-15% | ||||
| Prepayment speeds | 110-265% | ||||||
| Interest rate lock commitments | Internal pricing model | Pull-through expectations | 80-95% |
The following tables provide a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the nine months ended September 30, 2022.
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| September 30, | September 30, | |||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||
| Interest Rate Lock Commitments | Interest Rate Lock Commitments | |||||||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||||
| Beginning balance | $ | 334 | $ | 2,949 | $ | 1,218 | $ | 6,017 | ||||||||||
| Purchases and issuances | (640 | ) | 4,468 | 95 | 10,218 | |||||||||||||
| Sales and settlements | (466 | ) | (5,089 | ) | (2,085 | ) | (13,907 | ) | ||||||||||
| Ending balance | $ | (772 | ) | $ | 2,328 | $ | (772 | ) | $ | 2,328 | ||||||||
| Net change in fair value for (losses) gains relating to items held at end of period | $ | (1,106 | ) | $ | (621 | ) | $ | (1,990 | ) | $ | (3,689 | ) | ||||||
NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS – continued
The tables below summarize the estimated fair values of financial instruments of the Company, whether or not recognized at fair value on the condensed consolidated statements of condition. The tables are followed by methods and assumptions that were used by the Company in estimating the fair value of the classes of financial instruments.
| September 30, 2022 | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Estimated | Carrying | ||||||||||||||||
| Inputs | Inputs | Inputs | Fair Value | Amount | ||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 25,197 | $ | - | $ | - | $ | 25,197 | $ | 25,197 | ||||||||||
| FHLB stock | 2,939 | - | - | 2,939 | 2,939 | |||||||||||||||
| FRB stock | 4,206 | - | - | 4,206 | 4,206 | |||||||||||||||
| Loans receivable, gross | - | - | 1,302,575 | 1,302,575 | 1,312,154 | |||||||||||||||
| Accrued interest and dividends receivable | 10,778 | - | - | 10,778 | 10,778 | |||||||||||||||
| Mortgage servicing rights | - | - | 19,303 | 19,303 | 15,141 | |||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Non-maturing interest-bearing deposits | - | 935,208 | - | 935,208 | 935,208 | |||||||||||||||
| Noninterest-bearing deposits | 507,034 | - | - | 507,034 | 507,034 | |||||||||||||||
| Time certificates of deposit | - | - | 226,649 | 226,649 | 232,008 | |||||||||||||||
| Accrued expenses and other liabilities | 22,976 | - | - | 22,976 | 22,976 | |||||||||||||||
| FHLB advances and other borrowings | - | - | 15,580 | 15,580 | 15,600 | |||||||||||||||
| Other long-term debt | - | - | 55,988 | 55,988 | 60,155 | |||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Estimated | Carrying | ||||||||||||||||
| Inputs | Inputs | Inputs | Fair Value | Amount | ||||||||||||||||
| (In Thousands) | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 61,434 | $ | - | $ | - | $ | 61,434 | $ | 61,434 | ||||||||||
| FHLB stock | 1,702 | - | - | 1,702 | 1,702 | |||||||||||||||
| FRB stock | 2,974 | - | - | 2,974 | 2,974 | |||||||||||||||
| Loans receivable, gross | - | - | 939,204 | 939,204 | 933,139 | |||||||||||||||
| Accrued interest and dividends receivable | 5,751 | - | - | 5,751 | 5,751 | |||||||||||||||
| Mortgage servicing rights | - | - | 14,686 | 14,686 | 13,693 | |||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Non-maturing interest-bearing deposits | - | 703,948 | - | 703,948 | 703,948 | |||||||||||||||
| Noninterest-bearing deposits | 368,846 | - | - | 368,846 | 368,846 | |||||||||||||||
| Time certificates of deposit | - | - | 149,605 | 149,605 | 149,755 | |||||||||||||||
| Accrued expenses and other liabilities | 21,037 | - | - | 21,037 | 21,037 | |||||||||||||||
| FHLB advances and other borrowings | - | - | 5,003 | 5,003 | 5,000 | |||||||||||||||
| Other long-term debt | - | - | 29,299 | 29,299 | 30,155 | |||||||||||||||
NOTE 12. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Issued Accounting Pronouncements
In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The standard requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The standard also requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. Additionally, the standard amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.
In October 2019, the FASB amended the effective date of the standard. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach).
In February 2022, the FASB issued ASU No. 2022-02, an update to ASU No. 2016-13. The amendments in the update eliminate TDR recognition and measurement guidance. Instead, entities must evaluate whether the modification represents a new loan or a continuation of an existing loan. Existing disclosure requirements are enhanced and the new requirements are introduced related to certain modifications of receivables made to borrowers experiencing financial difficulty. In addition, for public business entities, the amendments in the update require that entities disclose current-period gross write-offs by year of origination for financing receivables. This information must be included in the vintage disclosures, which require an entity to disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination.
The Company believes the amendments in these updates will have an impact on the Company’s condensed consolidated financial statements and is continuing to evaluate the significance of that impact. In that regard, we have established a working group composed of individuals from the finance and credit administration areas of the Company. We have developed a current expected credit loss model and are utilizing this model concurrently with our existing allowance for loan loss model during 2022. While we currently cannot reasonably estimate the impact of adopting this standard, we expect the impact will be influenced by the composition, characteristics and quality of our loan and securities portfolios, as well as the general economic conditions and forecasts as of the adoption date.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350) to amend and simplify current goodwill impairment testing to eliminate Step 2 from the current provisions. Under the new guidance, an entity should perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying value and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if a quantitative impairment test is necessary. The guidance is effective for the Company on January 1, 2023 and adoption of the standard is being evaluated to assess the impact on the Company’s condensed consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) which provides temporary optional expedients to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (“LIBOR”) to an alternative reference rate such as SOFR. The guidance was effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating this guidance to determine the date of adoption and the potential impact. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU No. 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. ASU No. 2021-01 has not had and is not expected to have a significant impact on the Company's consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
This discussion and analysis provides information that management believes is necessary to understand Eagle's financial condition, changes in financial condition, results of operations, and cash flows for the three and nine months ended September 30, 2022, as compared to 2021. The following should be read in conjunction with the Company's Consolidated Financial Statements, and accompanying Notes thereto, for the year ended December 31, 2021, included in Eagle's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on March 9, 2022, and in conjunction with the Condensed Consolidated Financial Statements, and accompanying Notes thereto, included in Part I - Item 1. Financial Statements. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the future results that may be attained for the entire year or other interim periods.
Executive Summary
The Company’s primary business activity is the ownership of its wholly owned subsidiary, Opportunity Bank of Montana (the “Bank”). The Bank is a Montana chartered commercial bank that focuses on both consumer and commercial lending. It engages in typical banking activities: acquiring deposits from local markets and originating loans and investing in securities. The Bank’s primary component of earnings is its net interest margin (also called spread or margin), the difference between interest income and interest expense. The net interest margin is managed by management (through the pricing of its products and by the types of products offered and kept in portfolio), and is affected by changes in market interest rates. The Bank also generates noninterest income in the form of fee income and gain on sale of loans.
The Bank has a strong mortgage lending focus, with a large portion of its loan originations represented by single-family residential mortgages, which has enabled it to successfully market home equity loans, as well as a wide range of shorter term consumer loans for various personal needs (automobiles, recreational vehicles, etc.). The Bank has also focused on adding commercial loans to its portfolio, both real estate and non-real estate. We have made significant progress in this initiative. The purpose of this diversification is to mitigate the Bank’s dependence on the residential mortgage market, as well as to improve our ability to manage our interest rate spread. Recent acquisitions have added to our agricultural loans, which generally have shorter maturities and nominally higher interest rates. This has provided additional interest income and improved interest rate sensitivity. The Bank’s management recognizes that fee income will also enable it to be less dependent on specialized lending and it now maintains a significant loan serviced portfolio which provides a steady source of fee income. Fee income is also supplemented with fees generated from deposit accounts. The Bank has a high percentage of non-maturity deposits, such as checking accounts and savings accounts, which allows management flexibility in managing its spread. Non-maturity deposits and certificates of deposits do not automatically reprice as interest rates rise. Gain on sale of loans also provides significant noninterest income in periods of high mortgage loan origination volumes. Such income will be adversely affected in periods of lower mortgage activity.
Management continues to focus on improving the Bank’s earnings. Management believes the Bank needs to continue to concentrate on increasing net interest margin, other areas of fee income and control of operating expenses to achieve earnings growth going forward. Management’s strategy of growing the loan portfolio and deposit base is expected to help achieve these goals as follows: loans typically earn higher rates of return than investments; a larger deposit base should yield higher fee income; increasing the asset base will reduce the relative impact of fixed operating costs. The biggest challenge to the strategy is funding the growth of the statement of financial condition in an efficient manner. Though deposit growth has been steady, it may become more difficult to maintain due to significant competition and possible reduced customer demand for deposits as customers may shift into other asset classes.
The level and movement of interest rates impacts the Bank’s earnings as well. The Federal Open Market Committee held the federal funds target rate at 0.25% during the year ended December 31, 2021. The rate increased to 3.25% during the nine months ended September 30, 2022.
Recent Events
Acquisitions
On September 30, 2021, the Company entered into an Agreement and Plan of Merger with First Community Bancorp, Inc. ("FCB"), a Montana corporation, and FCB's wholly-owned subsidiary, First Community Bank, a Montana chartered commercial bank. The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, FCB would merge with and into Eagle, with Eagle continuing as the surviving corporation. The transaction closed on April 30, 2022. In the transaction, Eagle acquired nine retail bank branches and two loan production offices in Montana. The total consideration paid was $38.58 million and included cash consideration of $10.23 million and common stock issued of $28.35 million.
Financial Condition
Comparisons of financial condition in this section are between September 30, 2022 and December 31, 2021.
Total assets were $1.92 billion at September 30, 2022, an increase of $487.99 million, or 34.0% from $1.44 billion at December 31, 2021. The increase was largely due to the change in loans receivable and securities available-for-sale which were impacted by the acquisition of FCB in April 2022. Loans receivable, net increased by $377.66 million from December 31, 2021. Securities available-for-sale increased by $80.69 million from December 31, 2021. Total liabilities were $1.77 billion at September 30, 2022, an increase of $493.45 million, or 38.6%, from $1.28 billion at December 31, 2021. The increase was mainly due to an increase in deposits which was also impacted by the FCB acquisition. Total deposits increased $451.70 million from December 31, 2021 and total borrowings increased $39.78 million from December 31, 2021. Total shareholders’ equity decreased $5.46 million or 3.5% from December 31, 2021.
Financial Condition Details
Investment Activities
The following table summarizes investment activities:
| September 30, |
December 31, |
|||||||||||||||
| 2022 |
2021 |
|||||||||||||||
| Fair Value |
Percentage of Total |
Fair Value |
Percentage of Total |
|||||||||||||
| (Dollars in Thousands) |
||||||||||||||||
| Securities available-for-sale: |
||||||||||||||||
| U.S. government obligations |
$ | 2,463 | 0.70 | % | $ | 1,633 | 0.60 | % | ||||||||
| U.S. Treasury obligations |
56,069 | 15.93 | 53,183 | 19.61 | ||||||||||||
| Municipal obligations |
168,882 | 47.99 | 123,667 | 45.58 | ||||||||||||
| Corporate obligations |
7,029 | 2.00 | 9,336 | 3.44 | ||||||||||||
| Mortgage-backed securities |
30,486 | 8.66 | 14,636 | 5.40 | ||||||||||||
| Collateralized mortgage obligations |
83,170 | 23.63 | 63,067 | 23.25 | ||||||||||||
| Asset-backed securities |
3,850 | 1.09 | 5,740 | 2.12 | ||||||||||||
| Total securities available-for-sale |
$ | 351,949 | 100.00 | % | $ | 271,262 | 100.00 | % | ||||||||
Securities available-for-sale were $351.95 million at September 30, 2022, an increase of $80.69 million, or 29.7%, from $271.26 million at December 31, 2021. Securities were impacted by the FCB acquisition, which included acquired securities of $126.12 million. Excluding securities acquired, securities decreased by $45.43 million. The decrease was primarily due to unrealized losses at September 30, 2022 caused by recent increases in interest rates. In addition, the decrease was impacted by sales and maturity, principal payments and call activity, which were largely offset by purchases. Immediately following the acquisition, a restructure of FCB's portfolio was incurred to better align the acquired portfolio with Eagle's investment strategy.
Financial Condition – continued
Lending Activities
The following table includes the composition of the Bank’s loan portfolio by loan category:
| September 30, |
December 31, |
|||||||||||||||
| 2022 |
2021 |
|||||||||||||||
| Amount |
Percent of Total |
Amount |
Percent of Total |
|||||||||||||
| (Dollars in thousands) |
||||||||||||||||
| Real estate loans: |
||||||||||||||||
| Residential 1-4 family (1) |
$ | 137,798 | 10.49 | % | $ | 101,180 | 10.82 | % | ||||||||
| Residential 1-4 family construction |
57,467 | 4.37 | 45,635 | 4.88 | ||||||||||||
| Total residential 1-4 family |
195,265 | 14.86 | 146,815 | 15.70 | ||||||||||||
| Commercial real estate |
506,716 | 38.57 | 410,568 | 43.92 | ||||||||||||
| Commercial construction and development |
145,300 | 11.06 | 92,403 | 9.88 | ||||||||||||
| Farmland |
129,827 | 9.88 | 67,005 | 7.17 | ||||||||||||
| Total commercial real estate |
781,843 | 59.51 | 569,976 | 60.97 | ||||||||||||
| Total real estate loans |
977,108 | 74.37 | 716,791 | 76.67 | ||||||||||||
| Other loans: |
||||||||||||||||
| Home equity |
67,409 | 5.13 | 51,748 | 5.54 | ||||||||||||
| Consumer |
27,703 | 2.11 | 18,455 | 1.97 | ||||||||||||
| Commercial |
130,975 | 9.97 | 101,535 | 10.86 | ||||||||||||
| Agricultural |
110,633 | 8.42 | 46,335 | 4.96 | ||||||||||||
| Total commercial loans |
241,608 | 18.39 | 147,870 | 15.82 | ||||||||||||
| Total other loans |
336,720 | 25.63 | 218,073 | 23.33 | ||||||||||||
| Total loans |
1,313,828 | 100.00 | % | 934,864 | 100.00 | % | ||||||||||
| Deferred loan fees |
(1,674 | ) | (1,725 | ) | ||||||||||||
| Allowance for loan losses |
(13,850 | ) | (12,500 | ) | ||||||||||||
| Total loans, net |
$ | 1,298,304 | $ | 920,639 | ||||||||||||
|
|
(1) |
Excludes loans held-for-sale. |
Loans receivable, net increased $377.66 million, or 41.0%, to $1.30 billion at September 30, 2022 from $920.64 million at December 31, 2021. The increase was impacted by the FCB acquisition, which included $190.89 million of acquired loans. Excluding acquired loans, loans receivable, net increased by $186.77 million. Including acquired loans, total commercial real estate loans increased $211.86 million, total commercial loans increased $93.74 million, total residential loans increased $48.45 million, home equity loans increased $15.66 million, and consumer loans increased $9.24 million.
Total loan originations were $880.15 million for the nine months ended September 30, 2022. Total residential 1-4 family originations were $521.14 million, which includes $449.01 million of loans held-for-sale originations. Total commercial real estate originations were $236.51 million. Total commercial originations were $84.72 million. Home equity loan originations totaled $26.19 million. Consumer loan originations totaled $11.59 million. Loans held-for-sale decreased by $1.41 million to $24.41 million at September 30, 2022 from $25.82 million at December 31, 2021.
Financial Condition – continued
Lending Activities– continued
Generally, our collection procedures provide that when a loan is 15 or more days delinquent, the borrower is sent a past due notice. If the loan becomes 30 days delinquent, the borrower is sent a written delinquency notice requiring payment. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower, including face to face meetings and counseling to resolve the delinquency. All collection actions are undertaken with the objective of compliance with the Fair Debt Collection Act.
For mortgage loans and home equity loans, if the borrower is unable to cure the delinquency or reach a payment agreement, we will institute foreclosure actions. If a foreclosure action is taken and the loan is not reinstated, paid in full or refinanced, the property is sold at judicial sale at which we may be the buyer if there are no adequate offers to satisfy the debt. Any property acquired as the result of foreclosure, or by deed in lieu of foreclosure, is classified as real estate owned until such time as it is sold or otherwise disposed of. When real estate owned is acquired, it is recorded at its fair market value less estimated selling costs. The initial recording of any loss is charged to the allowance for loan losses. Subsequent write-downs are recorded as a charge to operations. As of September 30, 2022 there was no real estate owned and other repossessed property. As of December 31, 2021, there was $4,000 of real estate owned and other repossessed property.
The following table sets forth information regarding nonperforming assets:
| September 30, |
December 31, |
|||||||
| 2022 |
2021 |
|||||||
| (Dollars in Thousands) |
||||||||
| Nonaccrual loans |
||||||||
| Real estate loans: |
||||||||
| Residential 1-4 family |
$ | 687 | $ | 616 | ||||
| Residential 1-4 family construction |
- | 337 | ||||||
| Commercial real estate |
403 | 497 | ||||||
| Farmland |
146 | 989 | ||||||
| Other loans: |
||||||||
| Home equity |
85 | 100 | ||||||
| Consumer |
34 | 62 | ||||||
| Commercial |
69 | 516 | ||||||
| Agricultural |
1,110 | 1,718 | ||||||
| Accruing loans delinquent 90 days or more |
||||||||
| Real estate loans: |
||||||||
| Commercial |
874 | - | ||||||
| Restructured loans: |
||||||||
| Real estate loans: |
||||||||
| Commercial real estate |
1,527 | |||||||
| Farmland |
624 | 641 | ||||||
| Other loans: |
||||||||
| Home equity |
12 | 15 | ||||||
| Agricultural |
476 | 41 | ||||||
| Total nonperforming loans |
4,520 | 7,059 | ||||||
| Real estate owned and other repossessed property, net |
- | 4 | ||||||
| Total nonperforming assets |
$ | 4,520 | $ | 7,063 | ||||
| Total nonperforming loans to total loans |
0.34 | % | 0.76 | % | ||||
| Total nonperforming loans to total assets |
0.23 | % | 0.49 | % | ||||
| Total nonaccrual loans to total loans |
0.28 | % | 0.59 | % | ||||
| Total allowance for loan loss to nonperforming loans |
306.42 | % | 177.08 | % | ||||
| Total nonperforming assets to total assets |
0.23 | % | 0.49 | % | ||||
Nonaccrual loans as of September 30, 2022 and December 31, 2021 include $603,000 and $492,000, respectively of acquired loans that deteriorated subsequent to the acquisition date.
Financial Condition – continued
Deposits and Other Sources of Funds
The following table includes deposit accounts by category:
| September 30, |
December 31, |
|||||||||||||||
| 2022 |
2021 |
|||||||||||||||
| Percent |
Percent |
|||||||||||||||
| Amount |
of Total |
Amount |
of Total |
|||||||||||||
| (Dollars in Thousands) |
||||||||||||||||
| Noninterest checking |
$ | 507,034 | 30.28 | % | $ | 368,846 | 30.16 | % | ||||||||
| Interest-bearing checking |
252,258 | 15.07 | 203,410 | 16.64 | ||||||||||||
| Savings |
284,303 | 16.98 | 223,069 | 18.25 | ||||||||||||
| Money market |
398,647 | 23.81 | 277,469 | 22.70 | ||||||||||||
| Total |
1,442,242 | 86.14 | 1,072,794 | 87.75 | ||||||||||||
| Certificates of deposit accounts: |
||||||||||||||||
| IRA certificates |
25,384 | 1.52 | 25,333 | 2.07 | ||||||||||||
| Other certificates |
206,624 | 12.34 | 124,422 | 10.18 | ||||||||||||
| Total certificates of deposit |
232,008 | 13.86 | 149,755 | 12.25 | ||||||||||||
| Total deposits |
$ | 1,674,250 | 100.00 | % | $ | 1,222,549 | 100.00 | % | ||||||||
Deposits increased by $451.70 million, or 36.9%, to $1.67 billion at September 30, 2022 from $1.22 billion at December 31, 2021. The increase was impacted by the FCB acquisition. Excluding acquired deposits, total deposits increased by $107.74 million. Including acquired deposits, noninterest checking increased by $138.18 million, money market increased by $121.18 million, certificates of deposit increased by $82.25 million, savings increased by $61.24 million, and interest-bearing checking increased by $48.85 million.
The following table summarizes borrowing activity:
| September 30, |
December 31, |
|||||||||||||||
| 2022 |
2021 |
|||||||||||||||
| Net |
Percent |
Net |
Percent |
|||||||||||||
| Amount |
of Total |
Amount |
of Total |
|||||||||||||
| (Dollars in Thousands) |
||||||||||||||||
| FHLB advances and other borrowings |
$ | 15,600 | 20.90 | % | $ | 5,000 | 14.34 | % | ||||||||
| Other long-term debt: |
||||||||||||||||
| Senior notes fixed at 5.75%, due 2022 |
- | - | 9,996 | 28.67 | ||||||||||||
| Subordinated debentures fixed at 3.50% to floating, due 2032 |
39,150 | 52.44 | - | - | ||||||||||||
| Subordinated debentures fixed at 5.50% to floating, due 2030 |
14,743 | 19.75 | 14,718 | 42.21 | ||||||||||||
| Subordinated debentures variable, due 2035 |
5,155 | 6.91 | 5,155 | 14.78 | ||||||||||||
| Total other long-term debt |
59,048 | 79.10 | 29,869 | 85.66 | ||||||||||||
| Total borrowings |
$ | 74,648 | 100.00 | % | $ | 34,869 | 100.00 | % | ||||||||
Total borrowings increased by $39.78 million, or 114.1% to $74.65 million at September 30, 2022 from $34.87 million at December 31, 2021. This increase is largely due to an increase in other long-term debt of $29.18 million which primarily resulted from the issuance of $40.00 million of subordinated notes, slightly offset by the redemption of $10.00 million of senior notes. In addition, FHLB advances and other borrowings increased $10.60 million to $15.60 million at September 30, 2022 compared to $5.00 million at December 31, 2021.
Shareholders’ Equity
Total shareholders’ equity decreased by $5.46 million, or 3.5%, to $151.27 million at September 30, 2022 from $156.73 million at December 31, 2021. The decrease was largely due to an increase in other comprehensive loss of $34.37 million related to unrealized losses on securities available-for-sale. These unrealized losses were a result of increased interest rates. The decrease was largely offset by an increase of stock issued in connection with the FCB acquisition of $28.35 million.
Analysis of Net Interest Income
The Bank’s earnings have historically depended primarily upon net interest income, which is the difference between interest income earned on loans and investments and interest paid on deposits and any borrowed funds. It is the single largest component of Eagle’s operating income. Net interest income is affected by (i) the difference between rates of interest earned on loans and investments and rates paid on interest-bearing deposits and borrowings (the “interest rate spread”) and (ii) the relative amounts of loans and investments and interest-bearing deposits and borrowings.
The following table includes average balances for financial condition items, as well as interest and dividends and average yields related to the average balances. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields include the effect of deferred fees and discounts and premiums that are amortized or accreted to interest income or expense.
| For the Three Months Ended September 30, |
||||||||||||||||||||||||
| 2022 |
2021 |
|||||||||||||||||||||||
| Average |
Interest |
Average |
Interest |
|||||||||||||||||||||
| Daily |
and |
Yield/ |
Daily |
and |
Yield/ |
|||||||||||||||||||
| Balance |
Dividends |
Cost(4) |
Balance |
Dividends |
Cost(4) |
|||||||||||||||||||
| (Dollars in Thousands) |
||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Investment securities |
$ | 378,680 | $ | 2,555 | 2.68 | % | $ | 233,882 | $ | 1,094 | 1.86 | % | ||||||||||||
| FHLB and FRB stock |
6,932 | 63 | 3.61 | 4,812 | 62 | 5.11 | ||||||||||||||||||
| Loans receivable(1) |
1,301,358 | 16,665 | 5.08 | 926,748 | 11,619 | 4.97 | ||||||||||||||||||
| Other earning assets |
12,057 | 59 | 1.94 | 68,058 | 32 | 0.19 | ||||||||||||||||||
| Total interest-earning assets |
1,699,027 | 19,342 | 4.52 | 1,233,500 | 12,807 | 4.12 | ||||||||||||||||||
| Noninterest-earning assets |
214,683 | 148,686 | ||||||||||||||||||||||
| Total assets |
$ | 1,913,710 | $ | 1,382,186 | ||||||||||||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Deposit accounts: |
||||||||||||||||||||||||
| Checking |
$ | 261,426 | $ | 68 | 0.10 | % | $ | 197,245 | $ | 12 | 0.02 | % | ||||||||||||
| Savings |
318,322 | 25 | 0.03 | 204,223 | 30 | 0.06 | ||||||||||||||||||
| Money market |
369,216 | 307 | 0.33 | 254,019 | 146 | 0.23 | ||||||||||||||||||
| Certificates of deposit |
203,359 | 317 | 0.62 | 155,006 | 162 | 0.41 | ||||||||||||||||||
| Advances from FHLB and other borrowings including long-term debt |
69,870 | 738 | 4.19 | 38,022 | 426 | 4.45 | ||||||||||||||||||
| Total interest-bearing liabilities |
1,222,193 | 1,455 | 0.47 | 848,515 | 776 | 0.36 | ||||||||||||||||||
| Noninterest checking |
503,905 | 353,486 | ||||||||||||||||||||||
| Other noninterest-bearing liabilities |
23,020 | 23,107 | ||||||||||||||||||||||
| Total liabilities |
1,749,118 | 1,225,108 | ||||||||||||||||||||||
| Total equity |
164,592 | 157,078 | ||||||||||||||||||||||
| Total liabilities and equity |
$ | 1,913,710 | $ | 1,382,186 | ||||||||||||||||||||
| Net interest income/interest rate spread(2) |
$ | 17,887 | 4.05 | % | $ | 12,031 | 3.76 | % | ||||||||||||||||
| Net interest margin(3) |
4.18 | % | 3.87 | % | ||||||||||||||||||||
| Total interest-earning assets to interest-bearing liabilities |
139.01 | % | 145.37 | % | ||||||||||||||||||||
| (1) Includes loans held-for-sale. |
| (2) Interest rate spread represents the difference between the average yield on interest-earning assets and the average rate on interest-bearing liabilities. |
| (3) Net interest margin represents income before the provision for loan losses divided by average interest-earning assets. |
| (4) For purposes of this table, tax exempt income is not calculated on a tax equivalent basis. |
Analysis of Net Interest Income – continued
| For the Nine Months Ended September 30, |
||||||||||||||||||||||||
| 2022 |
2021 |
|||||||||||||||||||||||
| Average |
Interest |
Average |
Interest |
|||||||||||||||||||||
| Daily |
and |
Yield/ |
Daily |
and |
Yield/ |
|||||||||||||||||||
| Balance |
Dividends |
Cost(4) |
Balance |
Dividends |
Cost(4) |
|||||||||||||||||||
| (Dollars in Thousands) |
||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Investment securities |
$ | 332,950 | $ | 5,863 | 2.35 | % | $ | 200,392 | $ | 2,989 | 1.99 | % | ||||||||||||
| FHLB and FRB stock |
5,827 | 160 | 3.67 | 4,880 | 194 | 5.32 | ||||||||||||||||||
| Loans receivable(1) |
1,144,459 | 42,933 | 5.02 | 905,478 | 33,660 | 4.97 | ||||||||||||||||||
| Other earning assets |
44,456 | 206 | 0.62 | 77,264 | 90 | 0.16 | ||||||||||||||||||
| Total interest-earning assets |
1,527,692 | 49,162 | 4.30 | 1,188,014 | 36,933 | 4.16 | ||||||||||||||||||
| Noninterest-earning assets |
186,200 | 143,974 | ||||||||||||||||||||||
| Total assets |
$ | 1,713,892 | $ | 1,331,988 | ||||||||||||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Deposit accounts: |
||||||||||||||||||||||||
| Checking |
$ | 238,032 | $ | 106 | 0.06 | % | $ | 185,496 | $ | 34 | 0.02 | % | ||||||||||||
| Savings |
268,244 | 94 | 0.05 | 193,943 | 86 | 0.06 | ||||||||||||||||||
| Money market |
348,568 | 759 | 0.29 | 234,188 | 381 | 0.22 | ||||||||||||||||||
| Certificates of deposit |
171,642 | 492 | 0.38 | 161,521 | 617 | 0.51 | ||||||||||||||||||
| Advances from FHLB and other borrowings including long-term debt |
68,012 | 2,012 | 3.96 | 40,703 | 1,320 | 4.34 | ||||||||||||||||||
| Total interest-bearing liabilities |
1,094,498 | 3,463 | 0.42 | 815,851 | 2,438 | 0.40 | ||||||||||||||||||
| Noninterest checking |
440,625 | 337,961 | ||||||||||||||||||||||
| Other noninterest-bearing liabilities |
22,698 | 21,560 | ||||||||||||||||||||||
| Total liabilities |
1,557,821 | 1,175,372 | ||||||||||||||||||||||
| Total equity |
156,071 | 156,616 | ||||||||||||||||||||||
| Total liabilities and equity |
$ | 1,713,892 | $ | 1,331,988 | ||||||||||||||||||||
| Net interest income/interest rate spread(2) |
$ | 45,699 | 3.88 | % | $ | 34,495 | 3.76 | % | ||||||||||||||||
| Net interest margin(3) |
4.00 | % | 3.88 | % | ||||||||||||||||||||
| Total interest-earning assets to interest-bearing liabilities |
139.58 | % | 145.62 | % | ||||||||||||||||||||
| (1) Includes loans held-for-sale. |
| (2) Interest rate spread represents the difference between the average yield on interest-earning assets and the average rate on interest-bearing liabilities. |
| (3) Net interest margin represents income before the provision for loan losses divided by average interest-earning assets. |
| (4) For purposes of this table, tax exempt income is not calculated on a tax equivalent basis. |
Rate/Volume Analysis
The following tables present the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (1) changes in volume multiplied by the old rate; (2) changes in rate, which are changes in rate multiplied by the old volume; and (3) changes not solely attributable to rate or volume, which have been allocated proportionately to the change due to volume and the change due to rate.
| For the Three Months Ended September 30, |
||||||||||||||||||||||||
| 2022 |
2021 |
|||||||||||||||||||||||
| Due to |
Due to |
|||||||||||||||||||||||
| Volume |
Rate |
Net |
Volume |
Rate |
Net |
|||||||||||||||||||
| (In Thousands) |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Investment securities |
$ | 677 | $ | 784 | $ | 1,461 | $ | 379 | $ | (159 | ) | $ | 220 | |||||||||||
| FHLB and FRB stock |
27 | (26 | ) | 1 | (22 | ) | (11 | ) | (33 | ) | ||||||||||||||
| Loans receivable(1) |
4,697 | 349 | 5,046 | 304 | (25 | ) | 279 | |||||||||||||||||
| Other earning assets |
(26 | ) | 53 | 27 | 17 | (15 | ) | 2 | ||||||||||||||||
| Total interest-earning assets |
5,375 | 1,160 | 6,535 | 678 | (210 | ) | 468 | |||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Checking |
4 | 52 | 56 | 3 | (4 | ) | (1 | ) | ||||||||||||||||
| Savings |
17 | (22 | ) | (5 | ) | 9 | (12 | ) | (3 | ) | ||||||||||||||
| Money Market |
66 | 95 | 161 | 45 | (1 | ) | 44 | |||||||||||||||||
| Certificates of deposit |
51 | 104 | 155 | (143 | ) | (326 | ) | (469 | ) | |||||||||||||||
| Advances from FHLB and other borrowings including long-term debt |
357 | (45 | ) | 312 | (508 | ) | 152 | (356 | ) | |||||||||||||||
| Total interest-bearing liabilities |
495 | 184 | 679 | (594 | ) | (191 | ) | (785 | ) | |||||||||||||||
| Change in net interest income |
$ | 4,880 | $ | 976 | $ | 5,856 | $ | 1,272 | $ | (19 | ) | $ | 1,253 | |||||||||||
| (1) Includes loans held-for-sale. |
| For the Nine Months Ended September 30, |
||||||||||||||||||||||||
| 2022 |
2021 |
|||||||||||||||||||||||
| Due to |
Due to |
|||||||||||||||||||||||
| Volume |
Rate |
Net |
Volume |
Rate |
Net |
|||||||||||||||||||
| (In Thousands) |
||||||||||||||||||||||||
| Interest earning assets: |
||||||||||||||||||||||||
| Investment securities |
$ | 1,977 | $ | 897 | $ | 2,874 | $ | 547 | $ | (411 | ) | $ | 136 | |||||||||||
| FHLB and FRB stock |
38 | (72 | ) | (34 | ) | (84 | ) | (6 | ) | (90 | ) | |||||||||||||
| Loans receivable(1) |
8,884 | 389 | 9,273 | 1,374 | (1,546 | ) | (172 | ) | ||||||||||||||||
| Other earning assets |
(38 | ) | 154 | 116 | 168 | (212 | ) | (44 | ) | |||||||||||||||
| Total interest earning assets |
10,861 | 1,368 | 12,229 | 2,005 | (2,175 | ) | (170 | ) | ||||||||||||||||
| Interest bearing liabilities: |
||||||||||||||||||||||||
| Checking |
10 | 62 | 72 | 12 | (25 | ) | (13 | ) | ||||||||||||||||
| Savings |
33 | (25 | ) | 8 | 36 | (68 | ) | (32 | ) | |||||||||||||||
| Money Market |
186 | 192 | 378 | 166 | (147 | ) | 19 | |||||||||||||||||
| Certificates of deposit |
39 | (164 | ) | (125 | ) | (710 | ) | (1,209 | ) | (1,919 | ) | |||||||||||||
| Advances from FHLB and other borrowings including long-term debt |
886 | (194 | ) | 692 | (1,532 | ) | 490 | (1,042 | ) | |||||||||||||||
| Total interest bearing liabilities |
1,154 | (129 | ) | 1,025 | (2,028 | ) | (959 | ) | (2,987 | ) | ||||||||||||||
| Change in net interest income |
$ | 9,707 | $ | 1,497 | $ | 11,204 | $ | 4,033 | $ | (1,216 | ) | $ | 2,817 | |||||||||||
| (1) Includes loans held-for-sale. |
Results of Operations for the Three Months Ended September 30, 2022 and 2021
Net Income. Eagle’s net income for the three months ended September 30, 2022 was $3.09 million compared to $4.75 million for the three months ended September 30, 2021. The decrease of $1.66 million was due to a decrease in noninterest income of $5.93 million and an increase in noninterest expense of $1.86 million. These decreases were largely offset by an increase in net interest income after loan loss provision of $5.59 million. Basic and diluted earnings per share were both $0.40 for the current period. Basic and diluted earnings per share were both $0.73 for the prior year comparable period.
Net Interest Income. Net interest income increased to $17.89 million for the three months ended September 30, 2022, from $12.03 million for the same quarter in the prior year. The increase of $5.86 million, or 48.7%, was primarily the result of an increase in interest and dividend income of $6.53 million.
Interest and Dividend Income. Interest and dividend income was $19.34 million for the three months ended September 30, 2022 compared to $12.81 million for the three months ended September 30, 2021. Interest and fees on loans increased to $16.67 million for the three months ended September 30, 2022 from $11.62 million for the three months ended September 30, 2021. This increase of $5.05 million, or 43.5%, was due to an increase in the average balance of loans, as well as an increase in the average yield on loans. Average balances for loans receivable, including loans held-for-sale, for the three months ended September 30, 2022 were $1.30 billion, compared to $926.75 million for the prior year period. This represents an increase of $374.61 million, or 40.4%. The increase was impacted by the FCB acquisition and organic loan growth. The average interest rate earned on loans receivable also increased by 11 basis points, from 4.97% for the three months ended September 30, 2021 to 5.08% for the current period. Interest accretion on purchased loans was $392,000 for the three months ended September 30, 2022 which resulted in a 9 basis point increase in net interest margin compared to $94,000 for the three months ended September 30, 2021 which resulted in a 3 basis point increase in net interest margin. The Small Business Administration’s Payroll Protection Program (“PPP”) fee income on loans was $27,000 for the three months ended September 30, 2022, which resulted in a 1 basis point increase in net interest margin compared to $701,000 for the three months ended September 30, 2021, which resulted in a 23 basis point increase in net interest margin. Interest on investment securities available-for-sale increased by $1.47 million period over period. Average balances for investments increased to $378.68 million for the three months ended September 30, 2022 from $233.88 million for the three months ended September 30, 2021. The increase in average investment balances was largely driven by the FCB acquisition. Average interest rates earned on investments also increased to 2.68% for the three months ended September 30, 2022 from 1.86% for the three months ended September 30, 2021.
Interest Expense. Total interest expense was $1.46 million for the three months ended September 30, 2022 compared to $776,000 for the three months ended September 30, 2021. The increase of $679,000, or 87.5%, was largely due to an increase of $367,000 in interest expense on deposits, as well as a net increase of $312,000 in interest expense on total borrowings. The average balance for total deposits was $1.66 billion for the three months ended September 30, 2022 compared to $1.16 for the three months ended September 30, 2021. The increase in average deposits balances was impacted by the FCB acquisition. In addition, the overall average rate on total deposits was up from 0.12% for the three months ended September 30, 2021 compared to 0.17% for the three months ended September 30, 2022. The average balance for total borrowings increased from $38.02 million for the three months ended September 30, 2021 to $69.87 million for the three months ended September 30, 2022. The increase was impacted by the issuance of $40.00 million of subordinated notes in January 2022. A portion of the net proceeds were used to redeem $10.00 million of senior notes due in February 2022. However, the average rate paid on total borrowings decreased from 4.45% for the three months ended September 30, 2021, to 4.19% for the three months ended September 30, 2022. The decrease in the average rate paid is due to the change in the mix of the outstanding borrowings.
Loan Loss Provision. Loan loss provisions are charged to earnings to maintain the total allowance for loan losses at a level considered adequate by the Bank to provide for probable loan losses based on prior loss experience, volume and type of lending we conduct and past due loans in portfolio. The Bank’s policies require the review of assets on a quarterly basis. The Bank classifies loans if warranted. While management believes it uses the best information available to make a determination with respect to the allowance for loan losses, it recognizes that future adjustments may be necessary. The Bank recorded $517,000 in loan loss provisions for the three months ended September 30, 2022 and $255,000 for the three months ended September 30, 2021. The increase in the loan loss provision was primarily related to loan growth. Management believes the level of total allowances is adequate to cover estimated losses inherent in the portfolio. However, if the economic forecast worsens relative to the assumptions we utilized, additional provisions will be necessary in future periods in order to increase our allowance for credit losses.
Noninterest Income. Total noninterest income was $7.42 million for the three months ended September 30, 2022 compared to $13.35 million for the three months ended September 30, 2021. The decrease of $5.93 million was primarily driven by a decrease in mortgage banking, net of $7.22 million. Mortgage banking, net includes net gain on sale of mortgage loans which decreased $7.31 million to $4.19 million for the three months ended September 30, 2022 compared to $11.50 million for the three months ended September 30, 2021. This change reflects a mortgage market that is returning to more normal levels after record levels were reached in 2021. During the three months ended September 30, 2022, $121.26 million residential mortgage loans were sold compared to $270.84 million in the same period in the prior year. In addition, gross margin on sale of mortgage loans for the three months ended September 30, 2022 was 3.46% compared to 4.25% for the three months ended September 30, 2021. The decrease in mortgage banking, net was slightly offset by an increase of $979,000 in other noninterest income which was $1.59 million for the three months ended September 30, 2022, compared to $608,000 for the three months ended September 30, 2021. Other noninterest income includes $1.17 million for the three months ended September 30, 2022, compared to $361,000 for the three months ended September 30, 2021 related to commodity sales income from Eagle's subsidiary, Western Financial Services ("WFS"). WFS facilitates deferred payment contracts for customers that produce agricultural products.
Noninterest Expense. Noninterest expense was $20.66 million for the three months ended September 30, 2022 compared to $18.80 million for the three months ended September 30, 2021, an increase of $1.86 million or 9.9%. The increase was largely impacted by an increase in other noninterest expense of $1.48 million incurred during the three months ended September 30, 2022. The commodity sales income for WFS mentioned above has a corresponding sales expense included in other noninterest expense of $1.17 million and $361,000 for the three months ended September 2022 and 2021, respectively. The increase in noninterest was partially offset by a decrease in salaries and employee benefits expense due to lower commissions paid on residential mortgage originations.
Provision for Income Taxes. Provision for income taxes was $1.03 million for the three months ended September 30, 2022, compared to $1.58 million for the three months ended September 30, 2021 due to decreased income before provision for income taxes. The effective tax rate was 25.0% for both the current and prior period.
Results of Operations for the Nine Months Ended September 30, 2022 and 2021
Net Income. Eagle’s net income for the nine months ended September 30, 2022 was $7.08 million compared to $12.69 million for the nine months ended September 30, 2021. The decrease of $5.61 million was primarily due to a decrease in noninterest income of $15.00 million. This decrease was largely offset by an increase in net interest income after loan loss provision of $10.13 million. Basic and diluted earnings per share were both $0.98 for the current period. Basic and diluted earnings per share were $1.90 and $1.89 for the prior year comparable period, respectively.
Net Interest Income. Net interest income increased to $45.70 million for the nine months ended September 30, 2022, from $34.50 million for the same period in the prior year. The increase of $11.20 million, or 32.50%, was primarily the result of an increase in interest and dividend income of $12.23 million.
Interest and Dividend Income. Interest and dividend income was $49.16 million for the nine months ended September 30, 2022 compared to $36.93 million for the nine months ended September 30, 2021. Interest and fees on loans increased to $42.93 million for the nine months ended September 30, 2022 from $33.66 million for the nine months ended September 30, 2021. This increase of $9.27 million, or 27.5%, was due to an increase in the average balance of loans. Average balances for loans receivable, including loans held-for-sale, for the nine months ended September 30, 2022 were $1.14 billion, compared to $905.48 million for the prior year period. This represents an increase of $238.98 million, or 26.4%. The increase was impacted by the FCB acquisition, as well as organic loan growth. The average interest rate earned on loans receivable increased 5 basis points, from 4.97% for the nine months ended September 30, 2021 to 5.02% for the current period. Interest accretion on purchased loans was $1.29 million for the nine months ended September 30, 2022 which resulted in a 11 basis point increase in net interest margin compared to $408,000 for the nine months ended September 30, 2021 which resulted in a 4 basis point increase in net interest margin. PPP fee income on loans was $283,000 for the nine months ended September 30, 2022, which resulted in a 3 basis point increase in net interest margin compared to $1.67 million for the nine months ended September 30, 2021 which resulted in a 19 basis point increase in net interest margin. Interest on investment securities available-for-sale increased by $2.87 million period over period. Average balances for investments increased to $332.95 million for the nine months ended September 30, 2022, from $200.39 million for the nine months ended September 30, 2021. The increase in average investment balances was largely driven by the FCB acquisition. Average interest rates earned on investments also increased to 2.35% for the nine months ended September 30, 2022 from 1.99% for the nine months ended September 30, 2021.
Interest Expense. Total interest expense was $3.46 million for the nine months ended September 30, 2022 compared to $2.44 million for the nine months ended September 30, 2021. The increase of $1.02 million, or 41.8%, was due to a net increase of $692,000 in interest expense on total borrowings. The average balance for total borrowings increased from $40.70 million for the nine months ended September 30, 2021 to $68.01 million for the nine months ended September 30, 2022. The increase was impacted by the issuance of $40.00 million of subordinated notes in January 2022. A portion of the net proceeds were used to redeem $10.00 million of senior notes due in February 2022. However, the average rate paid on total borrowings decreased from 4.34% for the nine months ended September 30, 2021, to 3.96% for the nine months ended September 30, 2022. The decrease in the average rate paid was due to the change in the mix of the outstanding borrowings. Interest expense on deposits increased $333,000, or 29.8% compared to prior year period. The average balance for total deposits was $1.47 billion for the nine months ended September 30, 2022 compared to $1.11 billion for the nine months ended September 30, 2021. The increase in avaerage deposit balances was impacted by the FCB acquisition. The overall average rate on total deposits was 0.13% for both the current and prior period.
Loan Loss Provision. Loan loss provisions are charged to earnings to maintain the total allowance for loan losses at a level considered adequate by the Bank to provide for probable loan losses based on prior loss experience, volume and type of lending we conduct and past due loans in portfolio. The Bank’s policies require the review of assets on a quarterly basis. The Bank classifies loans if warranted. While management believes it uses the best information available to make a determination with respect to the allowance for loan losses, it recognizes that future adjustments may be necessary. The Bank recorded $1.65 million in loan loss provisions for the nine months ended September 30, 2022 and $576,000 for the nine months ended September 30, 2021. The increase in the loan loss provision was largely due to loan growth. Management believes the level of total allowances is adequate to cover estimated losses inherent in the portfolio. However, if the economic forecast worsens relative to the assumptions we utilized, additional provisions will be necessary in future periods in order to increase our allowance for credit losses.
Noninterest Income. Total noninterest income was $23.05 million for the nine months ended September 30, 2022 compared to $38.05 million for the nine months ended September 30, 2021. The decrease of $15.00 million was primarily driven by a decrease in mortgage banking, net of $17.18 million. Mortgage banking, net includes net gain on sale of mortgage loans which decreased $20.61 million to $15.65 million for the nine months ended September 30, 2022 compared to $36.26 million for the nine months ended September 30, 2021. This change reflects a mortgage market that is returning to more normal levels after record levels were reached in 2021. During the nine months ended September 30, 2022, $443.92 million residential mortgage loans were sold compared to $823.41 million in the same period in the prior year. In addition, gross margin on sale of mortgage loans for the nine months ended September 30, 2022 was 3.52% compared to 4.40% for the nine months ended September 30, 2021. There has been some margin compression due to increased competition. The decrease in mortgage banking, net was slightly offset by an increase of $1.44 million in other noninterest income to $3.24 million for the nine months ended September 30, 2022, compared to $1.8 million for the nine months ended September 30, 2021. Other noninterest income includes WFS commodity sales income of $2.13 million for the nine months ended September 30, 2022, compared to $962,000 for the prior period.
Noninterest Expense. Noninterest expense was $57.66 million for the nine months ended September 30, 2022 compared to $55.05 million for the nine months ended September 30, 2021, a slight increase of $2.61 million or 4.7%. The increase was impacted by an increase in other noninterest expense of $2.32 million. The commodity sales income in other noninterest income has a corresponding sales expense included in other noninterest expense of $2.13 million and $962,000 for the nine months ended September 30, 2022 and 2021, respectively. In addition, $2.30 million of acquisition costs were incurred during the nine months ended September 30, 2022 compared to $35,000 for the same period in the prior period. These increases were largely offset by a decrease in salaries and employee benefits due to lower commissions paid on residential mortgage originations.
Provision for Income Taxes. Provision for income taxes was $2.36 million for the nine months ended September 30, 2022, compared to $4.23 million for the nine months ended September 30, 2021 due to decreased income before provision for income taxes. The effective tax rate was 25.0% for both the current and prior period.
Liquidity and Capital Resources
Liquidity
The Bank is required by regulation to maintain sufficient levels of liquidity for safety and soundness purposes. Appropriate levels of liquidity will depend upon the types of activities in which the company engages. For internal reporting purposes, the Bank uses policy minimums of 1.0% and 8.0% for “basic surplus” and “basic surplus with FHLB” as internally defined. In general, the “basic surplus” is a calculation of the ratio of unencumbered short-term assets reduced by estimated percentages of CD maturities and other deposits that may leave the Bank in the next 90 days divided by total assets. “Basic surplus with FHLB” adds to “basic surplus” the additional borrowing capacity the Bank has with the FHLB of Des Moines. The Bank exceeded those minimum ratios as of September 30, 2022 and December 31, 2021.
The Bank’s primary sources of funds are deposits, repayment of loans and mortgage-backed securities, maturities of investments, funds provided from operations, advances from the FHLB of Des Moines and other borrowings. In addition, during the year ended December 31, 2021, the Company established a $10.00 million line of credit with a correspondent bank. Scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are generally predictable. However, other sources of funds, such as deposit flows and loan prepayments, can be greatly influenced by the general level of interest rates, economic conditions and competition. The Company uses liquidity resources principally to fund existing and future loan commitments. It also uses them to fund maturing certificates of deposit and demand deposit withdrawals, for investment purposes, to meet operating expenses and capital expenditures, for dividend payments and stock repurchases and to maintain adequate liquidity levels.
Liquidity may be adversely affected by unexpected deposit outflows, higher interest rates paid by competitors, and similar matters. Management monitors projected liquidity needs and determines the level desirable based in part on the Bank's commitments to make loans and management’s assessment of the Bank's ability to generate funds.
Through the nine months ended September 30, 2022, liquidity levels have remained strong. The Company completed a $40.00 million subordinated debt offering in January 2022. A portion of the net proceeds were used to repay at maturity the $10.00 million of senior notes due in February 2022.
Capital Resources
As of September 30, 2022, the Bank’s internally determined measurement of sensitivity to interest rate movements as measured by a 200 basis point rise in interest rates scenario, increased the economic value of equity (“EVE”) by 5.20% compared to an increase of 8.90% at December 31, 2021. The Bank is within the guidelines set forth by the Board of Directors for interest rate risk sensitivity in rising interest rate scenarios.
The Company's and the Bank's regulatory capital was in excess of all applicable regulatory requirements and the Bank is deemed "well capitalized" pursuant to State of Montana and FRB rules as of September 30, 2022. The Company's and the Bank's actual capital amounts and ratios as of September 30, 2022 are presented in the table below and all of the ratios, with the exception of the Tier 1 capital adjusted total average assets ratio, include the capital conservation buffer of 2.50%.
| Minimum |
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| To Be Well |
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| Minimum Required |
Capitalized Under |
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| for Capital Adequacy |
Prompt Corrective |
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| Actual |
Purposes |
Action Provisions |
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| Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
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| (Dollars in Thousands) |
||||||||||||||||||||||||
| September 30, 2022: |
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| Total risk-based capital to risk weighted assets |
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| Consolidated |
$ | 216,561 | 14.18 | % |
$ | 160,400 | 10.50 | % |
N/A | N/A | ||||||||||||||
| Bank |
198,458 | 13.00 | 160,282 | 10.50 | 152,650 | 10.00 | ||||||||||||||||||
| Tier 1 capital to risk weighted assets |
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| Consolidated |
147,711 | 9.67 | 129,848 | 8.50 | N/A | N/A | ||||||||||||||||||
| Bank |
184,608 | 12.09 | 129,752 | 8.50 | 122,120 | 8.00 | ||||||||||||||||||
| Common equity Tier 1 capital to risk weighted assets |
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| Consolidated |
142,711 | 9.34 | 106,933 | 7.00 | N/A | N/A | ||||||||||||||||||
| Bank |
184,608 | 12.09 | 106,855 | 7.00 | 99,222 | 6.50 | ||||||||||||||||||
| Tier 1 capital to adjusted total average assets |
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| Consolidated |
147,711 | 7.78 | 75,897 | 4.00 | N/A | N/A | ||||||||||||||||||
| Bank |
184,608 | 9.83 | 75,112 | 4.00 | 93,890 | 5.00 | ||||||||||||||||||
| Minimum |
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| To Be Well |
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| Minimum Required |
Capitalized Under |
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| for Capital Adequacy |
Prompt Corrective |
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| Actual |
Purposes |
Action Provisions |
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| Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
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| (Dollars in Thousands) |
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| December 31, 2021: |
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| Total risk-based capital to risk weighted assets |
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| Consolidated |
$164,639 | 15.18 | % | $ | 113,904 | 10.50 | % | N/A | N/A | ||||||||||||||||
| Bank |
165,786 | 15.32 | 113,591 | 10.50 | 108,182 | 10.00 | |||||||||||||||||||
| Tier 1 capital to risk weighted assets |
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| Consolidated |
137,139 | 12.64 | 92,208 | 8.50 | N/A | N/A | |||||||||||||||||||
| Bank |
153,286 | 14.17 | 91,955 | 8.50 | 86,546 | 8.00 | |||||||||||||||||||
| Common equity Tier 1 capital to risk weighted assets |
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| Consolidated |
132,139 | 12.18 | 75,936 | 7.00 | N/A | N/A | |||||||||||||||||||
| Bank |
153,286 | 14.17 | 75,727 | 7.00 | 70,318 | 6.50 | |||||||||||||||||||
| Tier 1 capital to adjusted total average assets |
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| Consolidated |
137,139 | 9.75 | 56,290 | 4.00 | N/A | N/A | |||||||||||||||||||
| Bank |
153,286 | 10.96 | 55,929 | 4.00 | 69,911 | 5.00 | |||||||||||||||||||
Impact of Inflation and Changing Prices
Our condensed consolidated financial statements and the accompanying notes, which are found in Part I, Item 1, have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of our operations. Interest rates have a greater impact on our performance than do the general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
Interest Rate Risk
Interest rate risk is the potential for loss of future earnings resulting from adverse changes in the level of interest rates. Interest rate risk results from several factors and could have a significant impact on the Company’s net interest income, which is the Company's primary source of revenue. Net interest income is affected by changes in interest rates, the relationship between rates on interest-bearing assets and liabilities, the impact of interest fluctuations on asset prepayments and the mix of interest-bearing assets and liabilities.
Although interest rate risk is inherent in the banking industry, banks are expected to have sound risk management practices in place to measure, monitor and control interest rate exposures. The objective of interest rate risk management is to contain the risks associated with interest rate fluctuations. The process involves identification and management of the sensitivity of net interest income to changing interest rates.
The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability committee, which is governed by policies established by the Company’s Board that are reviewed and approved annually. The Board delegates responsibility for carrying out the asset/liability management policies to the Bank’s asset/liability committee. In this capacity, the asset/liability committee develops guidelines and strategies impacting the Company’s asset/liability management related activities based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends. The Company’s goal of its asset and liability management practices is to maintain or increase the level of net interest income within an acceptable level of interest rate risk. Our asset and liability policy and strategies are expected to continue as described so long as competitive and regulatory conditions in the financial institution industry and market interest rates continue as they have in recent years.
The Bank has established acceptable levels of interest rate risk as follows for an instantaneous and permanent shock in rates: projected net interest income over the next twelve months (i.e. year-1) and the subsequent twelve months (i.e. year-2) will not be reduced by more than 15.0% given an immediate increase or decrease in interest rates of up to 200 basis points or by more than 10.0% given an immediate increase or decrease in interest rates of up to 100 basis points.
The following table includes the Bank’s net interest income sensitivity analysis.
| Changes in Market |
Rate Sensitivity |
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| Interest Rates |
As of September 30, 2022 |
Policy |
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| (Basis Points) |
Year 1 |
Year 2 |
Limits |
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| +200 |
1.0% | 7.5% | -15.0% | ||||||
| +100 |
0.7% | 5.1% | -10.0% | ||||||
| -100 | -2.3% | -3.1% | -10.0% | ||||||
| -200 | -6.3% | -11.1% | -15.0% | ||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
This item has been omitted based on Eagle’s status as a smaller reporting company.
Item 4. Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our management including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure. Based on that evaluation, our CEO and CFO concluded that as of September 30, 2022, our disclosure controls and procedures were effective. During the last quarter, there were no changes in the Company’s internal control over financial reporting that have materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
| Legal Proceedings. |
Neither the Company nor the Bank is involved in any pending legal proceeding other than non-material legal proceedings occurring in the ordinary course of business.
| Risk Factors |
There have not been any material changes in the risk factors previously disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 and any subsequently filed Quarterly Reports on Form 10-Q.
| Unregistered Sales of Equity Securities and Use of Proceeds. |
| Total Number |
Maximum |
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| of Shares |
Number of |
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| Purchased |
Shares that |
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| Total |
as Part of |
May Yet Be |
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| Number of |
Average |
Publicly |
Purchased |
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| Shares |
Price Paid |
Announced Plans |
Under the Plans |
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| Purchased |
Per Share |
or Programs |
or Programs |
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| July 1, 2022 through July 31, 2022 |
50,000 | $ | 19.50 | 50,000 | 345,000 | |||||||||||
| August 1, 2022 through August 31, 2022 |
44,477 | 19.41 | 44,477 | 300,523 | ||||||||||||
| September 1, 2022 through September 30, 2022 |
5,040 | 19.32 | 5,040 | 295,483 | ||||||||||||
| Total |
99,517 | $ | 19.45 | 99,517 | ||||||||||||
On July 22, 2021, Eagle's Board authorized the repurchase of up to 100,000 shares of its common stock. Under the plan, shares could be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchases its shares and the timing of such repurchase will depend upon market conditions and other corporate considerations. No shares were purchased during the third or fourth quarter of 2021. However, during the first quarter of 2022, the Company repurchased the total authorized amount of 100,000 shares at an average price of $22.71 per share. The plan expired on July 22, 2022.
On July 23, 2020, Eagle's Board authorized the repurchase of up to 100,000 shares of its common stock. Under the plan, shares could be purchased by the Company on the open market or in privately negotiated transactions. The extent to which the company repurchased its shares and the timing of such repurchases depended upon market conditions and other corporate considerations. During the third quarter of 2020, 41,337 shares were purchased under this plan at an average price of $15.75 per share. However, no shares were purchased during the fourth quarter of 2020 or during 2021. The plan expired on July 23, 2021.
| Defaults Upon Senior Securities. |
Not applicable.
| Mine Safety Disclosures |
Not applicable.
Part II - OTHER INFORMATION - continued
| Other Information. |
None.
| Exhibits. |
| Exhibit Number |
Description |
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| 2.1 | Agreement and Plan of Merger, dated as of September 30, 2021, by and among Eagle Bancorp Montana, Inc., Opportunity Bank of Montana, First Community Bancorp, Inc. and First Community Bank (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on October 1, 2021). |
| 3.1 |
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| 3.2 |
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| 3.3 |
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| 10.1 | Form of Change in Control Agreement between Opportunity Bank of Montana and executive officers (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on September 28, 2022). |
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| 10.2 | Salary Continuation Agreement between Opportunity Bank of Montana and Miranda Spaulding (filed herewith). |
| 31.1 |
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| 31.2 |
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| 32.1 |
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| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)(1) |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document(1) |
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| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document(1) |
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| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document(1) |
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| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document(1) |
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| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document(1) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| (1)These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections. | |
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.
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EAGLE BANCORP MONTANA, INC. |
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| Date: November 9, 2022 |
By: |
/s/ Peter J. Johnson |
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Peter J. Johnson |
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CEO |
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| Date: November 9, 2022 |
By: |
/s/ Miranda J. Spaulding |
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Miranda J. Spaulding |
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SVP/CFO |
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Exhibit 10.2
Failure to accurately document your arrangement could result in significant losses, from claims of those participating in the arrangement, from their heirs and beneficiaries, or from federal or state governmental bodies including the Internal Revenue Service, the Department of Labor or bank examiners.
For companies subject to SEC regulation, implementation of an executive or director compensation program may trigger rules requiring disclosures on Form 8-K within four days of implementing the program. Consult with your SEC attorney to determine your responsibilities under those rules.
SALARY CONTINUATION AGREEMENT
This Salary Continuation Agreement (the “Agreement”), by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Miranda Spaulding (the “Executive”), made this 1st day of October, 2022, formalizes the agreements and understanding between the Employer and the Executive.
WITNESSETH:
WHEREAS, the Executive is employed by the Employer;
WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment and to provide the Executive with additional incentive to achieve corporate objectives;
WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;
WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and
WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member of select group of management or highly compensated employee of the Employer.
NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:
ARTICLE 1
DEFINITIONS
For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings:
1.1“ Accrued Benefit” means the dollar value of the liability that should be accrued by the Employer, under Generally Accepted Accounting Principles, for the Employer’s obligation to the Executive under this Agreement, calculated by applying Accounting Standards Codification 710-10 and the Discount Rate.
1.2“ Administrator” means the Board or its designee.
1.3“ Affiliate” means any business entity with whom the Employer would be considered a single employer under Section 414(b) and 414(c) of the Code. Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.
1.4“ Beneficiary” means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s death.
1.5“ Board” means the Board of Directors of the Employer.
1.6“ Cause” means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty, dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's employment and resulting in a material adverse effect on the Employer.
1.7“ Change in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in Code Section 409A and regulations thereunder.
1.8“ Claimant” means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.
1.9“ Code” means the Internal Revenue Code of 1986, as amended.
1.10“ Disability” means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.
1.11“ Discount Rate” means the rate used by the Administrator for determining the Accrued Benefit. The Administrator may adjust the Discount Rate to maintain the rate within reasonable standards according to Generally Accepted Accounting Principles and applicable bank regulatory guidance.
1.12“ Early Retirement” means Separation from Service after Early Retirement Age and before Normal Retirement Age.
1.13“ Early Retirement Age” means the date the Executive attains age sixty (60) and completes twenty (20) Years of Service.
1.14“ Early Involuntary Termination” means a Separation from Service (other than a termination for Cause) prior to Early Retirement Age due to the independent exercise of the unilateral authority of the Employer to terminate the Executive’s employment, other than due to the Executive’s implicit or explicit request, where the Executive was willing and able to continue performing services.
1.15“ Effective Date” means October 1, 2022.
1.16“ ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
1.17“ Normal Retirement Age” means the date the Executive attains age sixty-five (65).
1.18“ Plan Year” means each twelve (12) month period commencing on October 1 and ending on September 30 of each year. The initial Plan Year shall commence on the Effective Date and end on the following September 30.
1.19“ Schedule A” means the schedule attached hereto and made a part hereof. Schedule A shall be updated upon a change to any of the benefits described in Article 2 hereof.
1.20“ Separation from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs a Separation from Service on the next day following the expiration of such six (6) month period. In determining whether a Separation from Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and “employer” set forth in Treasury regulation §1.409A-1(h)(3). The Administrator shall have full and final authority, to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.
1.21“ Specified Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Treasury Regualtions §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve (12) month period commencing on the first day of the following April.
ARTICLE 2
PAYMENT OF BENEFITS
2.1 Normal Retirement Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an annual benefit of Ninety-Five Thousand Dollars ($95,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing until the Executive’s death.
2.2 Early Retirement Benefit. If Early Retirement occurs, the Employer shall pay the Executive the annual benefit shown on Schedule A for the Plan Year ending immediately prior to Separation from Service in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing until the Executive’s death.
2.3 Early Involuntary Termination Benefit. If Early Involuntary Termination occurs, the Employer shall pay the Executive the amount shown on Schedule A for the Plan Year ending immediately prior to Separation from Service in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing until the Executive’s death. If a Separation from Service other than an Early Involuntary Termination occurs prior to Early Retirement Age, the Executive shall not be entitled to any benefit hereunder.
2.4 Disability Benefit. In the event the Executive suffers a Disability prior to Early Retirement Age the Employer shall pay the Executive the annual benefit shown on Schedule A for the Plan Year ending immediately prior to Disability in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Disability and continuing until the Executive’s death.
2.5 Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service and Disability, the Employer shall pay the Beneficiary an annual benefit of Ninety-Five Thousand Dollars ($95,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following the Executive’s death and continuing for fifteen (15) years.
2.6 Death Subsequent to Commencement of Benefit Payments. If the Executive dies after benefit distributions have begun and the Executive has received less than one hundred eighty (180) monthly benefit installments, the Beneficiary shall continue to receive the same amounts the Executive would have received at the same times the Executive would have received them until the sum of the number of installments to the Beneficiary and the Executive totals one hundred eighty (180).
2.7 Termination for Cause. If the Employer terminates the Executive’s employment for Cause, then the Executive shall not be entitled to any benefits under the terms of this Agreement.
2.8 Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.
2.9 Acceleration of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.
2.10 Delays in Payment by Employer. A payment may be delayed to a date after the designated payment date under any of the circumstances described below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay in the payment will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated participants on a reasonably consistent basis.
(a) Payments that would violate Federal securities laws or other applicable law. A payment may be delayed where the Employer reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated as a violation of law.
(b) Solvency. Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going concern.
2.11 Treatment of Payment as Made on Designated Payment Date. Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.
2.12 Facility of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.
2.13 Excise Tax Limitation. Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit and shall forfeit any amount over and above the reduced amount.
2.14 Changes in Form or Timing of Benefit Payments. The Employer and the Executive may, subject to the terms hereof, amend this Agreement to delay the timing or change the form of payments. Any such amendment:
(a) must take effect not less than twelve (12) months after the amendment is made;
(b) must, for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made;
(c) must, for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution is scheduled to begin; and
(d) may not accelerate the time or schedule of any distribution.
ARTICLE 3
BENEFICIARIES
3.1 Designation of Beneficiaries. The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator, and shall be effective only when filed in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Executive’s spouse and returned to the Administrator. The Executive’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved.
3.2 Absence of Beneficiary Designation. In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s spouse. If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per stirpes, and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative, executor, or administrator.
ARTICLE 4
ADMINISTRATION
4.1 Administrator Duties. The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar to any fiduciary duty under ERISA or other law.
4.2 Administrator Authority. The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration of this Agreement, and shall have all powers necessary to accomplish its purposes.
4.3 Binding Effect of Decision. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Agreement.
4.4 Compensation, Expenses and Indemnity. The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.
4.5 Employer Information. The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.
4.6 Termination of Participation. If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to cease further benefit accruals hereunder.
4.7 Compliance with Code Section 409A. The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that affects such intent, and the Administrator shall not take any action that would be inconsistent therewith.
ARTICLE 5
CLAIMS AND REVIEW PROCEDURES
5.1 Claims Procedure. A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall make a claim for such benefits as follows.
(a) Initiation – Written Claim. The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.
(b) Timing of Administrator Response. The Administrator shall respond to such Claimant within forty-five (45) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional thirty (30) days by notifying the Claimant in writing, prior to the end of the initial forty-five (45) day period, that an additional period is required. The extension notice shall specifically explain the standards on which entitlement to a disability benefit is based, the unresolved issues that prevent a decision on the claim and the additional information needed from the Claimant to resolve those issues, and the Claimant shall be afforded at least forty-five (45) days within which to provide the specified information.
(c) Notice of Decision. If the Administrator denies all or a part of the claim, the Administrator shall notify the Claimant in writing of such denial in a culturally and linguistically appropriate manner. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a notice that the Claimant has a right to request a review of the claim denial and an explanation of the Plan’s review procedures and the time limits applicable to such procedures; (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review, and a description of any time limit for bringing such an action; (v) for any Disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the views of medical or vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration (vi) for any Disability claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist; and (viii) for any Disability claim, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by Department of Labor Regulation Section 2560.503-1(m)(8).
5.2 Review Procedure. If the Administrator denies all or a part of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.
(a) Additional Evidence. Prior to the review of the denied claim, the Claimant shall be given, free of charge, any new or additional evidence considered, relied upon, or generated by the Administrator, or any new or additional rationale, as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided, to give the Claimant a reasonable opportunity to respond prior to that date.
(b) Initiation – Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.
(c) Additional Submissions – Information Access. After such request the Claimant may submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.
(d) Considerations on Review. In considering the review, the Administrator shall consider all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for Disability benefits. The claim shall be reviewed by an individual or committee who did not make the initial determination that is subject of the appeal and who is not a subordinate of the individual who made the determination. Additionally, the review shall be made without deference to the initial adverse benefit determination. If the initial adverse benefit determination was based in whole or in part on a medical judgment, the Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination and will not be the subordinate of such individual. If the Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Administrator will identify such experts.
(e) Timing of Administrator Response. The Administrator shall respond in writing to such Claimant within forty-five (45) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional forty-five (45) days by notifying the Claimant in writing, prior to the end of the initial forty-five (45) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.
(f) Notice of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a culturally and linguistically appropriate manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a); (v) for any Disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the views of medical or vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration; and (vi) for any Disability claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist;.
5.3 Exhaustion of Remedies. The Claimant must follow these claims review procedures and exhaust all administrative remedies before taking any further action with respect to a claim for benefits.
5.4 Failure of Plan to Follow Procedures. In the case of a claim for Disability benefits, if the Administrator fails to strictly adhere to all the requirements of this claims procedure with respect to a Disability claim, the Claimant is deemed to have exhausted the administrative remedies available under the Agreement, and shall be entitled to pursue any available remedies under ERISA Section 502(a) on the basis that the Administrator has failed to provide a reasonable claims procedure that would yield a decision on the merits of the claim, except where the violation was: (a) de minimis; (b) non-prejudicial; (c) attributable to good cause or matters beyond the Administrator’s control; (d) in the context of an ongoing good-faith exchange of information; and (e) not reflective of a pattern or practice of noncompliance. The Claimant may request a written explanation of the violation from the Administrator, and the Administrator must provide such explanation within ten (10) days, including a specific description of its basis, if any, for asserting that the violation should not cause the administrative remedies to be deemed exhausted. If a court rejects the Claimant’s request for immediate review on the basis that the Administrator met the standards for the exception, the claim shall be considered as re-filed on appeal upon the Administrator’s receipt of the decision of the court. Within a reasonable time after the receipt of the decision, the Administrator shall provide the claimant with notice of the resubmission.
ARTICLE 6
AMENDMENT AND TERMINATION
6.1 Agreement Amendment Generally. Except as provided in Section 6.2, this Agreement may be amended only by a written agreement signed by both the Employer and the Executive.
6.2 Amendment to Ensure Proper Characterization of Agreement. Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended by the Employer at any time, if found necessary in the opinion of the Employer, (i) to ensure that the Agreement is characterized as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA, (ii) to conform the Agreement to the requirements of any applicable law or (iii) to comply with the written instructions of the Employer’s auditors or banking regulators.
6.3 Agreement Termination Generally. The Employer may terminate this Agreement at any time by providing written notice of such termination to the Executive. The benefit upon such termination shall be the Accrued Benefit as of the date of termination. Except as provided in Section 6.4, such termination shall not cause a distribution of benefits under this Agreement. Rather, benefit distributions will be made at the earliest distribution event permitted under Article 2.
6.4 Effect of Complete Termination. Notwithstanding anything to the contrary in Section 6.3, and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), at certain times the Employer may completely terminate and liquidate the Agreement. In the event of such a complete termination, the Employer shall pay the Accrued Benefit to the Executive. Such complete termination of the Agreement shall occur only under the following circumstances and conditions.
(a) Corporate Dissolution or Bankruptcy. The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court, provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.
(b) Change in Control. The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable action to terminate the arrangements.
(c) Discretionary Termination. The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would be aggregated with any terminated arrangements under Treasury Regulations §1.409A-1(c) are terminated; (iii) no payments, other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve (12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following the date the Employer takes the irrevocable action to terminate this Agreement.
ARTICLE 7
MISCELLANEOUS
7.1 No Effect on Other Rights. This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.
7.2 State Law. To the extent not governed by ERISA, the provisions of this Agreement shall be construed and interpreted according to the internal law of the State of Montana without regard to its conflicts of laws principles.
7.3 Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.
7.4 Nonassignability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.
7.5 Unsecured General Creditor Status. Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by virtue of any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to recover the cost of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds therefrom.
7.6 Life Insurance. If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this Agreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information as may be required by the Employer or the insurance company designated by the Employer.
7.7 Unclaimed Benefits. The Executive shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary. If the location of the Executive is not made known to the Employer within three years after the date upon which any payment of any benefits may first be made, the Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an additional two (2) month period following expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.
7.8 Suicide or Misstatement. No benefit shall be distributed hereunder if the Executive commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Employer denies coverage (i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.
7.9 Removal. Notwithstanding anything in this Agreement to the contrary, the Employer shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued pursuant to Section 8(e) of the Federal Deposit Insurance Act. Furthermore, any payments made to the Executive pursuant to this Agreement shall, if required, comply with 12 U.S.C. 1828, FDIC Regulation 12 CFR Part 359 and any other regulations or guidance promulgated thereunder.
7.10 Notice. Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.
7.11 Headings and Interpretation. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed part of this Agreement. Wherever the fulfillment of the intent and purpose of this Agreement requires and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.
7.12 Alternative Action. In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.
7.13 Coordination with Other Benefits. The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.
7.14 Inurement. This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the Executive’s successors, heirs, executors, administrators, and the Beneficiary.
7.15 Tax Withholding. The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement. The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.
7.16 Aggregation of Agreement. If the Employer offers other non-qualified deferred compensation plans, this Agreement and those plans shall be treated as a single plan to the extent required under Code Section 409A.
IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Agreement document as indicated below:
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Executive: |
Employer: |
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/s/ Miranda Spaulding |
By: |
/s/ Laura F. Clark |
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Miranda Spaulding |
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Laura F. Clark |
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| Its: | President | ||
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302(a) OF THE
SARBANES-OXLEY ACT OF 2002
I, Peter J. Johnson certify that:
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I have reviewed this quarterly report on Form 10-Q of Eagle Bancorp Montana, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 9, 2022
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/s/ Peter J. Johnson |
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Peter J. Johnson |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302(a) OF THE
SARBANES-OXLEY ACT OF 2002
I, Miranda J. Spaulding certify that:
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I have reviewed this quarterly report on Form 10-Q of Eagle Bancorp Montana, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 9, 2022
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/s/ Miranda J. Spaulding |
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Miranda J. Spaulding |
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Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Eagle Bancorp Montana, Inc. (the ‘Company’) on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the ‘Report’), we, Peter J. Johnson, Chief Executive Officer of the Company, and Miranda J. Spaulding, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the undersigned’s best knowledge and belief:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Peter J. Johnson |
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/s/ Miranda J. Spaulding |
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Peter J. Johnson |
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Miranda J. Spaulding |
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Chief Executive Officer (Principal Executive Officer) |
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Chief Financial Officer and Principal Accounting Officer (Principal Financial Officer) |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange Commission and shall not be considered filed as part of the Report.