UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2024
OR
For the transition period from ____________ to __________
Commission file number 001-38487
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
(318 ) 255-2222
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which registered | ||||||
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. (Check one):
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 31,014,945 shares of Common Stock, par value $5.00 per share, were issued and outstanding at April 30, 2024.
ORIGIN BANCORP, INC.
FORM 10-Q
MARCH 31, 2024
INDEX
| Page | |||||
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “anticipates,” “believes,” “estimates,” “expects,” “foresees,” “intends,” “plans,” “projects,” and similar expressions or future or conditional verbs such as “could,” “may,” “might,” “should,” “will,” and “would,” or variations or negatives of such terms are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in our forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
•economic uncertainty or a deterioration in economic conditions or slowdowns in economic growth in the United States generally, and particularly in the market areas in which we operate and in which our loans are concentrated, including declines in home sale volumes and financial stress on borrowers (consumers and businesses) as a result of higher interest rates or an uncertain economic environment;
•adverse developments in the banking industry highlighted by high-profile bank failures and the impact of such developments on customer confidence, liquidity, and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments and increased regulatory scrutiny), our ability to effectively manage our liquidity risk and any growth plans and the availability of capital and funding;
•our ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets;
•fluctuating and/or volatile interest rates, capital markets and the impact of inflation on our business and financial results, as well as the impact on our customers (including the velocity and levels of deposit withdrawals and loan repayments);
•changes in the interest rate environment may reduce interest margins;
•prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions may vary substantially from period to period;
•global business and economic conditions and in the financial services industry, nationally and within our local market areas;
•an increase in unemployment levels, slowdowns in economic growth and threats of recession;
•customer income, creditworthiness and confidence, spending and savings that may affect customer bankruptcies, defaults, charge-offs and deposit activity;
•the credit risk associated with the substantial amount of commercial real estate, construction and land development, and commercial loans in our loan portfolio;
•the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs.
•factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in merger/acquisition transactions;
4
•changes in the prices, values and sales volumes of residential and commercial real estate, especially as they relate to the value of collateral supporting the Company’s loans;
•natural disasters and adverse weather events (including hurricanes), acts of terrorism, an outbreak of hostilities, (including the impacts related to or resulting from Russia’s military action in Ukraine, and the ongoing conflict in Israel and the surrounding region, including the imposition of additional sanctions and export controls, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments), regional or national protests and civil unrest (including any resulting branch closures or property damage), widespread illness or public health outbreaks or other international or domestic calamities, and other matters beyond our control;
•system failures, cybersecurity threats and/or security breaches and the cost of defending against them and any reputational or other financial risks following such a cybersecurity incident;
•deterioration of our asset quality;
•risks associated with widespread inflation or deflation;
•the risks of mergers, acquisitions and divestitures, including our ability to continue to identify acquisition or merger targets and successfully acquire and integrate desirable financial institutions;
•changes in the value of collateral securing our loans;
•our ability to anticipate interest rate changes and manage interest rate risk;
•the effectiveness of our risk management framework and quantitative models;
•our inability to receive dividends from our bank subsidiary and to service debt, pay dividends to our common stockholders, repurchase our shares of common stock and satisfy obligations as they become due;
•changes in our operation or expansion strategy or our ability to prudently manage our growth and execute our strategy;
•changes in management personnel;
•our ability to maintain important deposit customer relationships, our reputation or otherwise avoid liquidity risks;
•increasing costs as we grow and compete for deposits;
•operational risks associated with our business;
•increased competition in the financial services industry, particularly from regional and national institutions, as well as fintech companies, may accelerate due to the current economic environment;
•our level of nonperforming assets and the costs associated with resolving any problem loans, including litigation and other costs;
•potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings or enforcement actions;
•risks related to environmental, social and governance (“ESG”) strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations;
•changes in the utility of our non-GAAP measurements and their underlying assumptions or estimates;
•changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, as well as tax, trade, monetary and fiscal matters;
•periodic changes to the extensive body of accounting rules and best practices, may change the treatment and recognition of critical financial line items and affect our profitability;
5
•further government intervention in the U.S. financial system;
•compliance with governmental and regulatory requirements, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and others relating to banking, consumer protection, securities and tax matters;
•a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the debt ceiling and the federal budget;
•the risk that the regulatory environment may not be conducive to, or may prohibit the consummation of, future mergers and/or business combinations, may increase the length of time and amount of resources required to consummate such transactions, and the potential to reduce anticipated benefits from such mergers or combinations; and
•our ability to manage the risks involved in the foregoing.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. In addition, as a result of these and other factors, our past financial performance should not be relied upon as an indication of future performance. Accordingly, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties emerge from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
6
ORIGIN BANCORP, INC.
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
| March 31, 2024 | December 31, 2023 | ||||||||||
| Assets | (Unaudited) | ||||||||||
| Cash and due from banks | $ | $ | |||||||||
| Interest-bearing deposits in banks | |||||||||||
| Total cash and cash equivalents | |||||||||||
| Securities: | |||||||||||
| Available for sale | |||||||||||
Held to maturity, net allowance for credit losses of $ | |||||||||||
| Securities carried at fair value through income | |||||||||||
| Total securities | |||||||||||
| Non-marketable equity securities held in other financial institutions | |||||||||||
| Loans held for sale at fair value | |||||||||||
Loans, net of allowance for credit losses of $ | |||||||||||
| Premises and equipment, net | |||||||||||
| Mortgage servicing rights | |||||||||||
| Cash surrender value of bank-owned life insurance | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Accrued interest receivable and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Noninterest-bearing deposits | $ | $ | |||||||||
| Interest-bearing deposits | |||||||||||
| Time deposits | |||||||||||
| Total deposits | |||||||||||
| Federal Home Loan Bank (“FHLB”) advances, repurchase obligations and other borrowings | |||||||||||
| Subordinated indebtedness, net | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies - See Note 12 — Commitments and Contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock ($ | |||||||||||
| Additional paid‑in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
7
ORIGIN BANCORP, INC.
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands, except per share amounts)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Interest and dividend income | |||||||||||
| Interest and fees on loans | $ | $ | |||||||||
| Investment securities-taxable | |||||||||||
| Investment securities-nontaxable | |||||||||||
| Interest and dividend income on assets held in other financial institutions | |||||||||||
| Total interest and dividend income | |||||||||||
| Interest expense | |||||||||||
| Interest-bearing deposits | |||||||||||
| FHLB advances and other borrowings | |||||||||||
| Subordinated indebtedness | |||||||||||
| Total interest expense | |||||||||||
Net interest income | |||||||||||
| Provision for credit losses | |||||||||||
| Net interest income after provision for credit losses | |||||||||||
| Noninterest income | |||||||||||
| Insurance commission and fee income | |||||||||||
| Service charges and fees | |||||||||||
| Other fee income | |||||||||||
| Mortgage banking revenue | |||||||||||
| Swap fee income | |||||||||||
| (Loss) gain on sales of securities, net | ( | ||||||||||
| Other income | |||||||||||
| Total noninterest income | |||||||||||
| Noninterest expense | |||||||||||
| Salaries and employee benefits | |||||||||||
| Occupancy and equipment, net | |||||||||||
| Data processing | |||||||||||
| Office and operations | |||||||||||
| Intangible asset amortization | |||||||||||
| Regulatory assessments | |||||||||||
| Advertising and marketing | |||||||||||
| Professional services | |||||||||||
| Loan-related expense | |||||||||||
| Electronic banking | |||||||||||
| Franchise tax expense | |||||||||||
| Other expense | |||||||||||
| Total noninterest expense | |||||||||||
| Income before income tax expense | |||||||||||
| Income tax expense | |||||||||||
| Net income | $ | $ | |||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted earnings per common share | |||||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
8
ORIGIN BANCORP, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss) | |||||||||||
| Securities available for sale and transferred securities: | |||||||||||
| Net unrealized holding (loss) gain arising during the period | ( | ||||||||||
| Reclassification adjustment for net loss (gain) included in net income | ( | ||||||||||
| Change in the net unrealized (loss) gain on available for sale investment securities, before tax | ( | ||||||||||
| Net gain realized as a yield adjustment in interest on transferred investment securities | ( | ( | |||||||||
| Change in the net unrealized (loss) gain on investment securities, before tax | ( | ||||||||||
| Income tax (benefit) expense related to net unrealized gain (loss) arising during the period | ( | ||||||||||
| Change in the net unrealized (loss) gain on investment securities, net of tax | ( | ||||||||||
| Cash flow hedges: | |||||||||||
| Net unrealized gain arising during the period | |||||||||||
| Reclassification adjustment for net gain included in net income | ( | ( | |||||||||
| Change in the net unrealized gain (loss) on cash flow hedges, before tax | ( | ||||||||||
| Income tax expense (benefit) related to net unrealized gain (loss) on cash flow hedges | ( | ||||||||||
| Change in net unrealized net gain (loss) on cash flow hedges, net of tax | ( | ||||||||||
| Other comprehensive (loss) income, net of tax | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
9
ORIGIN BANCORP, INC.
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
(Dollars in thousands, except per share amounts)
| Common Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock based compensation shares issued, net of shares withheld | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Exercise of stock options, net of shares withheld | — | — | |||||||||||||||||||||||||||||||||
Dividends declared - common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Common Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock based compensation shares issued, net of shares withheld | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Exercise of stock options, net of shares withheld | — | — | |||||||||||||||||||||||||||||||||
Dividends declared - common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
10
ORIGIN BANCORP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
| Three Months Ended March 31, | |||||||||||
| Cash flows from operating activities: | 2024 | 2023 | |||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Provision for credit losses | |||||||||||
| Depreciation and amortization | |||||||||||
| Net amortization on securities | |||||||||||
| Accretion of net premium/discount on purchased loans | ( | ( | |||||||||
| Amortization of investments in tax credit funds | |||||||||||
| Loss (gain) on sale of securities, net | ( | ||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Originations of mortgage loans held for sale | ( | ( | |||||||||
| Proceeds from mortgage loans held for sale | |||||||||||
| Gain on mortgage loans held for sale including, for the three months ended March 31, 2023, origination of mortgage servicing rights | ( | ( | |||||||||
| Mortgage servicing rights valuation adjustment | ( | ||||||||||
| Gain on sale of MSR | ( | ||||||||||
| Net gain on disposals of premises and equipment | ( | ( | |||||||||
| Increase in the cash surrender value of life insurance | ( | ( | |||||||||
| Net losses on sales and write-downs of other real estate owned | |||||||||||
| Net change in operating leases | ( | ||||||||||
| Decrease (increase) in other assets | ( | ||||||||||
| Increase (decrease) in other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of securities available for sale | ( | ( | |||||||||
| Maturities and pay downs of securities available for sale | |||||||||||
| Proceeds from sales and calls of securities available for sale | |||||||||||
| Redemption of non-marketable equity securities held in other financial institutions | |||||||||||
| Purchase of non-marketable equity securities held in other financial institutions | ( | ( | |||||||||
| Originations of mortgage warehouse loans | ( | ( | |||||||||
| Proceeds from pay-offs of mortgage warehouse loans | |||||||||||
| Net increase in loans, excluding mortgage warehouse and loans held for sale | ( | ( | |||||||||
| Proceeds from sale of MSR | |||||||||||
| Return of capital and other distributions from limited partnership investments | |||||||||||
| Capital calls on limited partnership investments | ( | ( | |||||||||
| Purchase of low-income housing tax credit investments | ( | ||||||||||
| Purchases of premises and equipment | ( | ( | |||||||||
| Proceeds from sales of premises and equipment | |||||||||||
| Proceeds from sales of other real estate owned | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
11
ORIGIN BANCORP, INC.
Consolidated Statements of Cash Flows - Continued
(Unaudited)
(Dollars in thousands)
| Three Months Ended March 31, | |||||||||||
| Cash flows from financing activities: | 2024 | 2023 | |||||||||
| Net increase in deposits | $ | $ | |||||||||
| Repayments on long-term FHLB advances | ( | ( | |||||||||
| Proceeds from short-term FHLB advances | |||||||||||
| Repayments on short-term FHLB advances | ( | ( | |||||||||
| Redemption of subordinated debentures | ( | ||||||||||
| Repayments on other short-term borrowings | ( | ||||||||||
| Net decrease in securities sold under agreements to repurchase | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Cash received from exercise of stock options | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes (refund) paid | ( | ||||||||||
| Significant non-cash transactions: | |||||||||||
| Decrease in Government National Mortgage Association (“GNMA”) repurchase obligation | ( | ||||||||||
| Recognition of operating right-of-use assets | |||||||||||
| Recognition of operating lease liabilities | |||||||||||
The accompanying condensed notes are an integral part of these consolidated financial statements.
12
Note 1 — Significant Accounting Policies
Nature of Operations. Origin Bancorp, Inc. (“Company” or ”Origin”) is a financial holding company headquartered in Ruston, Louisiana. The Company’s wholly-owned bank subsidiary, Origin Bank (“Bank”), was founded in 1912 in Choudrant, Louisiana. Deeply rooted in Origin’s history is a culture committed to providing personalized, relationship banking to businesses, municipalities, and personal clients to enrich the lives of the people in the communities it serves. Origin provides a broad range of financial services and currently has over 60 locations from Dallas/Fort Worth, East Texas and Houston, across North Louisiana and into Mississippi. Locations in South Alabama and the Florida panhandle are planned for 2024. The Company principally operates in one business segment, community banking.
Basis of Presentation. The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and all other entities in which Origin Bancorp, Inc. has a controlling financial interest, including the Bank and Forth Insurance, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s accounting and financial reporting policies conform, in all material respects, to generally accepted accounting principles in the United States (“U.S. GAAP”) and to general practices within the financial services industry. The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued.
The consolidated financial statements in this quarterly report on Form 10-Q have not been audited by an independent registered public accounting firm, excluding the figures as of December 31, 2023, but in the opinion of management, reflect all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the Company’s financial position and results of operations for the periods presented. These consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP and with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.
These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K (“2023 Form 10-K”) filed with the SEC. Operating results for the interim periods disclosed herein are not necessarily indicative of results that may be expected for a full year. Certain prior period amounts have been reclassified to conform to the current year financial statement presentations. These reclassifications did not impact previously reported net income or comprehensive income (loss).
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions based on available information that affect the amounts reported in the financial statements and disclosures provided, including the accompanying notes, and actual results could differ. Material estimates that are particularly susceptible to change include the allowance for credit losses for loans, off-balance sheet commitments and available for sale securities; fair value measurements of assets and liabilities; and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the Company’s consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual results could differ from those estimates.
Reclassifications. Certain amounts previously reported have been reclassified to conform to the current presentation. Such reclassifications had no effect on prior year net income or stockholders’ equity.
Investments in Tax Credit Entities. As part of its Community Reinvestment Act responsibilities and due to their favorable economic characteristics, the Company invests in tax credit-motivated projects primarily in the markets it serves. These projects are directed at tax credits issued under Low-Income Housing Tax Credits (“LIHTC”). The Company generates returns on tax credit motivated projects through the receipt of federal, and if applicable, state tax credits. The federal tax credits are recorded as an offset to the income tax provision in the year that they are earned under federal income tax law over 10 to 15 years beginning in the year in which rental activity commences. These credits, if not used in the tax return for the year of origination, can be carried forward for 20 years.
13
The Company invests in a tax credit entity, usually an LLC, which owns the real estate. The Company receives a nonvoting interest in the entity that must be retained during the compliance period for the credits (15 years for Low-Income Housing Tax Credit programs). Control of the tax credit entity rests in the 0.1 % interest general partner, who has the power and authority to make decisions that impact economic performance of the project and is required to oversee and manage the project. Due to the lack of any voting, economic, or managerial control, and due to the contractual reduction in the investment, the Company accounts for its investment by amortizing the investment, beginning at the issuance of the certificate of occupancy of the project, over the compliance period, as management believes any potential residual value in the real estate will have limited value. Amortization is included as a component of income tax expense and for the three months ended March 31, 2024 and 2023, was $415,000 and $453,000 , respectively. The income tax credits and other income tax benefits recognized for the three months ended March 31, 2024 and 2023, was $504,000 and $569,000 , respectively, and was included as a component of income tax expense on the Consolidated Statements of Income.
Effect of Recently Adopted Accounting Standards
ASU No. 2021-08, Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this Update affect accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company’s financial statements or disclosures.
ASU No. 2022-01, Derivatives and Hedging (Topic 815) — Fair Value Hedging - Portfolio Layer Method. The amendments in this Update clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple hedged layers. Additionally, this Update allows entities to elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company’s financial statements or disclosures.
ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326) — Troubled Debt Restructurings and Vintage Disclosures. The amendments in this Update eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. For public business entities, the amendments in this Update require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company’s financial statements or disclosures.
ASU No. 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848 — The amendments in this Update provide temporary relief during the transition period in complying with Update No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The Board included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022 - 12 months after the expected cessation date of all currencies and tenors of LIBOR. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848.
14
Because the relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this Update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective immediately. Implementation of this ASU did not materially impact the Company's financial statements or disclosures.
ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method — The amendments in this Update allow entities to elect to account for equity investments made primarily for the purpose of receiving income tax credits using the proportional amortization method, regardless of the tax credit program through which the investment earns income tax credits, if certain conditions are met. The amendments in this Update also eliminate certain low income housing tax credits (“LIHTC”)-specific guidance to align the accounting more closely for LIHTCs with the accounting for other equity investments in tax credit structures and require that the delayed equity contribution guidance apply only to tax equity investments accounted for using the proportional amortization method. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company's financial statements or disclosures.
Effect of Newly Issued But Not Yet Effective Accounting Standards
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures — The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update:
1.Require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”).
2.Require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.
3.Require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods.
4.Clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. In other words, in addition to the measure that is most consistent with the measurement principles under generally accepted accounting principles (GAAP), a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.
5.Require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
6.Require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing segment disclosures in Topic 280.
The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application to all periods presented in the financial statements is required. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures — The amendments in this Update, on an annual basis, require that public business entities (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Specifically, public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, for specific listed categories.
The ASU is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.
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Note 2 — Earnings Per Share
Basic and diluted earnings per common share are calculated using the treasury method. Under the treasury method, basic earnings per share is calculated as net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under the Company’s stock and incentive compensation plans. Information regarding the Company’s basic and diluted earnings per common share is presented in the following table:
| (Dollars in thousands, except per share amounts) | Three Months Ended March 31, | ||||||||||
| Numerator: | 2024 | 2023 | |||||||||
| Net income | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted average common shares outstanding | |||||||||||
| Dilutive effect of stock-based awards | |||||||||||
| Weighted average diluted common shares outstanding | |||||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted earnings per common share | |||||||||||
There were 429,589 and 220,980 shares of anti-dilutive stock-based awards excluded from the calculation of earnings per share for the three months ended March 31, 2024 and 2023, respectively, primarily due to the stock price of the stock awards exceeding the average market price of the Company’s stock during the respective periods.
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Note 3 — Securities
The following table is a summary of the amortized cost and estimated fair value, including the allowance for credit losses and gross unrealized gains and losses, of available for sale, held to maturity and securities carried at fair value through income for the dates indicated:
(Dollars in thousands) March 31, 2024 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Allowance for Credit Losses | Net Carrying Amount | |||||||||||||||||||||||||||||
| Available for sale: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Corporate bonds | ( | ||||||||||||||||||||||||||||||||||
| U.S. treasury and government agency securities | ( | ||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Commercial collateralized mortgage obligations | ( | ||||||||||||||||||||||||||||||||||
| Residential collateralized mortgage obligations | ( | ||||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Held to maturity: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Securities carried at fair value through income: | |||||||||||||||||||||||||||||||||||
State and municipal securities(1) | $ | $ | — | $ | — | $ | $ | — | $ | ||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Available for sale: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Corporate bonds | ( | ||||||||||||||||||||||||||||||||||
| U.S. treasury and government agency securities | ( | ||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Commercial collateralized mortgage obligations | ( | ||||||||||||||||||||||||||||||||||
| Residential collateralized mortgage obligations | ( | ||||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||
| Held to maturity: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Securities carried at fair value through income: | |||||||||||||||||||||||||||||||||||
State and municipal securities(1) | $ | $ | — | $ | — | $ | $ | — | $ | ||||||||||||||||||||||||||
________________________
(1)Securities carried at fair value through income have no unrealized gains or losses at the consolidated balance sheet dates as all changes in value have been recognized in the consolidated statements of income. See Note 5 — Fair Value of Financial Instruments for more information.
17
Securities with unrealized losses at March 31, 2024, and December 31, 2023, aggregated by investment category and those individual securities that have been in a continuous unrealized loss position for less than 12 months, and for 12 months or more, were as follows.
| Less than 12 Months | 12 Months or More | Total | |||||||||||||||||||||||||||||||||
(Dollars in thousands) March 31, 2024 | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||||||||||||
| Available for sale: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Corporate bonds | ( | ( | ( | ||||||||||||||||||||||||||||||||
| U.S. treasury and government agency securities | ( | ( | |||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
Commercial collateralized mortgage obligations | ( | ( | ( | ||||||||||||||||||||||||||||||||
Residential collateralized mortgage obligations | ( | ( | |||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Held to maturity: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
| Available for sale: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Corporate bonds | ( | ( | ( | ||||||||||||||||||||||||||||||||
| U.S. treasury and government agency securities | ( | ( | |||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Commercial collateralized mortgage obligations | ( | ( | |||||||||||||||||||||||||||||||||
| Residential collateralized mortgage obligations | ( | ( | |||||||||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Held to maturity: | |||||||||||||||||||||||||||||||||||
| State and municipal securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
At March 31, 2024, the Company had 595 individual securities that were in an unrealized loss position. Management evaluates available for sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than the cost, and (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Management does not currently intend to sell any securities in an unrealized loss position and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, at March 31, 2024, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions.
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The following table presents the activity in the allowance for credit losses for held-to-maturity securities.
| (Dollars in thousands) | Municipal Securities | ||||
| Allowance for credit losses: | 2024 | ||||
| Balance at January 1, 2024 | $ | ||||
| Provision recovery for credit loss for held to maturity securities | ( | ||||
Balance at March 31, 2024 | $ | ||||
| Balance at January 1, 2023 | $ | ||||
| Provision expense for credit loss for held to maturity securities | |||||
Balance at March 31, 2023 | $ | ||||
Accrued interest of $5.6 million and $7.5 million was not included in the calculation of the allowance or the amortized cost basis of the securities at March 31, 2024 or 2023, respectively. There were no
Proceeds from sales and calls, and related gross gains and losses of securities available for sale, are shown below.
| Three Months Ended March 31, | |||||||||||
| (Dollars in thousands) | 2024 | 2023 | |||||||||
| Proceeds from sales/calls | $ | $ | |||||||||
| Gross realized gains | |||||||||||
| Gross realized losses | ( | ( | |||||||||
The following table presents the amortized cost and fair value of securities available for sale and held to maturity at March 31, 2024, grouped by contractual maturity. Mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, which do not have contractual payments due at a single maturity date, are shown separately. Actual maturities for mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities will differ from contractual maturities as a result of prepayments made on the underlying loans.
| (Dollars in thousands) | Held to Maturity | Available for Sale | |||||||||||||||||||||
| March 31, 2024 | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||
| Due in one year or less | $ | $ | $ | $ | |||||||||||||||||||
| Due after one year through five years | |||||||||||||||||||||||
| Due after five years through ten years | |||||||||||||||||||||||
| Due after ten years | |||||||||||||||||||||||
| Commercial mortgage-backed securities | |||||||||||||||||||||||
| Residential mortgage-backed securities | |||||||||||||||||||||||
| Commercial collateralized mortgage obligations | |||||||||||||||||||||||
| Residential collateralized mortgage obligations | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table presents carrying amounts of securities pledged as collateral for deposits and repurchase agreements at the periods presented.
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | |||||||||
| Carrying value of securities pledged to secure public deposits | $ | $ | |||||||||
| Carrying value of securities pledged to repurchase agreements | |||||||||||
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Loans consist of the following:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | |||||||||
| Loans held for sale | $ | $ | |||||||||
| LHFI: | |||||||||||
| Loans secured by real estate: | |||||||||||
Commercial real estate(1) | $ | $ | |||||||||
| Construction/land/land development | |||||||||||
| Residential real estate | |||||||||||
| Total real estate | |||||||||||
| Commercial and industrial | |||||||||||
| Mortgage warehouse lines of credit | |||||||||||
| Consumer | |||||||||||
Total LHFI(2) | |||||||||||
Less: Allowance for loan credit losses (“ALCL”) | |||||||||||
| LHFI, net | $ | $ | |||||||||
____________________________
(1)Includes owner occupied commercial real estate of $948.6 million and $953.8 million at March 31, 2024, and December 31, 2023, respectively.
(2)Includes unamortized purchase accounting adjustment and net deferred loan fees of $11.4 million and $11.8 million at March 31, 2024, and December 31, 2023, respectively. As of March 31, 2024, and December 31, 2023, the remaining purchase accounting net loan discount was immaterial.
Credit quality indicators. As part of the Company’s commitment to managing the credit quality of its loan portfolio, management annually and periodically updates and evaluates certain credit quality indicators, which include but are not limited to (i) weighted-average risk rating of the loan portfolio, (ii) net charge-offs, (iii) level of non-performing loans, (iv) level of classified loans (defined as substandard, doubtful and loss), and (v) the general economic conditions particularly in the cities and states in which the Company operates. The Company maintains an internal risk rating system where ratings are assigned to individual loans based on assessed risk. Loan risk ratings are the primary indicator of credit quality for the loan portfolio and are continually evaluated to ensure they are appropriate based on currently available information.
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The following is a summary description of the Company’s internal risk ratings:
| • Pass (1-6) | Loans within this risk rating are further categorized as follows: | ||||
| Minimal risk (1) | Well-collateralized by cash equivalent instruments held by the Banks. | ||||
| Moderate risk (2) | Borrowers with excellent asset quality and liquidity. Borrowers’ capitalization and liquidity exceed industry norms. Borrowers in this category have significant levels of liquid assets and have a low level of leverage. | ||||
| Better than average risk (3) | Borrowers with strong financial strength and excellent liquidity that consistently demonstrate strong operating performance. Borrowers in this category generally have a sizable net worth that can be converted into liquid assets within 12 months. | ||||
| Average risk (4) | Borrowers with sound credit quality and financial performance, including liquidity. Borrowers are supported by sufficient cash flow coverage generated through operations across the full business cycle. | ||||
| Marginally acceptable risk (5) | Loans generally meet minimum requirements for an acceptable loan in accordance with lending policy, but possess one or more attributes that cause the overall risk profile to be higher than the majority of newly approved loans. | ||||
| Watch (6) | A passing loan with one or more factors that identify a potential weakness in the overall ability of the borrower to repay the loan. These weaknesses are generally mitigated by other factors that reduce the risk of delinquency or loss. | ||||
| • Special Mention (7) | This grade is intended to be temporary and includes borrowers whose credit quality has deteriorated and is at risk of further decline. | ||||
| • Substandard (8) | This grade includes “Substandard” loans under regulatory guidelines. Substandard loans exhibit a well-defined weakness that jeopardizes debt repayment in accordance with contractual agreements, even though the loan may be performing. These obligations are characterized by the distinct possibility that a loss may be incurred if these weaknesses are not corrected and repayment may be dependent upon collateral liquidation or secondary source of repayment. | ||||
| • Doubtful (9) | This grade includes “Doubtful” loans under regulatory guidelines. Such loans are placed on nonaccrual status and repayment may be dependent upon collateral with no readily determinable valuation or valuations that are highly subjective in nature. Repayment for these loans is considered improbable based on currently existing facts and circumstances. | ||||
| • Loss (0) | This grade includes “Loss” loans under regulatory guidelines. Loss loans are charged-off or written down when repayment is not expected. | ||||
In connection with the review of the loan portfolio, the Company considers risk elements attributable to particular loan types or categories in assessing the quality of individual loans. The list of loans to be reviewed for possible individual evaluation consists of unsecured loans over 90 days past due, modified loans to borrowers experiencing financial difficulty, loans greater than $100,000 in which the borrower has filed bankruptcy, collateralized loans 180 days or more past due, classified commercial loans, including non-accrual, over $100,000 with direct exposure, and consumer loans greater than $100,000 with a FICO score under 625. Loans under $50,000 will be evaluated collectively in designated pools unless a loss exposure has been identified. Some additional risk elements considered by loan type include:
•for commercial real estate loans, the debt service coverage ratio, operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;
•for construction, land and land development loans, the perceived feasibility of the project, including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio;
•for residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral;
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•for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral; and
•for mortgage warehouse loans, the borrower’s adherence to agency or investor underwriting guidelines, while the risk associated with the underlying consumer mortgage loan repayments, similar to other consumer loans, depends on the borrower’s financial stability and are more likely than commercial loans to be adversely affected by divorce, job loss, illness and other personal hardships.
Purchased loans that have experienced more than insignificant credit deterioration since origination at the time of acquisition are PCD loans. An allowance for credit losses is determined using the same methodology as other individually evaluated loans. As a result of the merger with BT Holdings, Inc., (“BTH”), the Company held approximately $32.1 million and $34.8 million of unpaid principal balance PCD loans at March 31, 2024, and December 31, 2023, respectively.
Please see Note 1 — Significant Accounting Policies included in the 2023 Form 10-K, filed with the SEC for a description of our accounting policies related to purchased financial assets with credit deterioration.
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The following table reflects recorded investments in loans by credit quality indicator and origination year at March 31, 2024, and gross charge-offs for the three months ended March 31, 2024, excluding loans held for sale. Loans acquired are shown in the table by origination year, not merger date. The Company had an immaterial amount of revolving loans converted to term loans at March 31, 2024.
| Term Loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | |||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans Amortized Cost Basis | Total | |||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial real estate loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Construction/land/land development: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total construction/land/land development loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Residential real estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total residential real estate loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Commercial and industrial: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial and industrial loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Mortgage Warehouse Lines of Credit: | |||||||||||||||||||||||||||||||||||||||||||||||
| Total mortgage warehouse lines of credit | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total consumer loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
23
The following table reflects recorded investments in loans by credit quality indicator and origination year at December 31, 2023, and gross charge-offs for the year ended December 31, 2023, excluding loans held for sale. Loans acquired are shown in the table by origination year, not merger date. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2023.
| Term Loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | |||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans Amortized Cost Basis | Total | |||||||||||||||||||||||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial real estate loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Construction/land/land development: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total construction/land/land development loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Residential real estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total residential real estate loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Commercial and industrial: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total commercial and industrial loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Mortgage Warehouse Lines of Credit: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Consumer: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Classified | |||||||||||||||||||||||||||||||||||||||||||||||
| Total consumer loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year-to-date gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
24
The following tables present the Company’s loan portfolio aging analysis at the dates indicated:
| March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | Loans Past Due 90 Days or More | Total Past Due | Current Loans | Total Loans Receivable | Accruing Loans 90 or More Days Past Due | ||||||||||||||||||||||||||||||||||
| Loans secured by real estate: | |||||||||||||||||||||||||||||||||||||||||
Commercial real estate | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Construction/land/land development | |||||||||||||||||||||||||||||||||||||||||
| Residential real estate | |||||||||||||||||||||||||||||||||||||||||
| Total real estate | |||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | |||||||||||||||||||||||||||||||||||||||||
Mortgage warehouse lines of credit | |||||||||||||||||||||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||||||||||||||||||||
| Total LHFI | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | Loans Past Due 90 Days or More | Total Past Due | Current Loans | Total Loans Receivable | Accruing Loans 90 or More Days Past Due | ||||||||||||||||||||||||||||||||||
| Loans secured by real estate: | |||||||||||||||||||||||||||||||||||||||||
| Commercial real estate | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Construction/land/land development | |||||||||||||||||||||||||||||||||||||||||
| Residential real estate | |||||||||||||||||||||||||||||||||||||||||
| Total real estate | |||||||||||||||||||||||||||||||||||||||||
| Commercial and industrial | |||||||||||||||||||||||||||||||||||||||||
| Mortgage warehouse lines of credit | |||||||||||||||||||||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||||||||||||||||||||
| Total LHFI | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
25
The following tables detail activity in the ALCL by portfolio segment. Accrued interest of $36.2 million and $28.5 million was not included in the book value for the purposes of calculating the allowance at March 31, 2024 and 2023, respectively. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total | |||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Charge-offs | |||||||||||||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||||||||
Provision(1) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Average balance | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net charge-offs to loan average balance (annualized) | % | % | % | % | % | % | % | ||||||||||||||||||||||||||||||||||
_________________________ (1)The $ | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total | |||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Charge-offs | |||||||||||||||||||||||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||||||||||||||||||||
Provision(1) | |||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Average balance | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net charge-offs to loan average balance (annualized) | % | % | % | % | % | % | % | ||||||||||||||||||||||||||||||||||
_________________________ (1)The $ | |||||||||||||||||||||||||||||||||||||||||
26
The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ALCL allocated to these loans.
| March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total | ||||||||||||||||||||||||||||||||||
| Real Estate | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Equipment | |||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| ALCL Allocation | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total | ||||||||||||||||||||||||||||||||||
| Real Estate | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Equipment | |||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| ALCL Allocation | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Collateral-dependent loans consist primarily of residential real estate, commercial real estate and commercial and industrial loans. These loans are individually evaluated when foreclosure is probable or when the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral. In the case of commercial and industrial loans secured by equipment, the fair value of the collateral is estimated by third-party valuation experts. Loan balances are charged down to the underlying collateral value when they are deemed uncollectible. Note that the Company did not elect to use the collateral maintenance agreement practical expedient available under the current expected credit loss (“CECL”) guidance.
Nonaccrual LHFI was as follows:
| Nonaccrual With No Allowance for Credit Loss | Total Nonaccrual | ||||||||||||||||||||||
(Dollars in thousands) Loans secured by real estate: | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |||||||||||||||||||
| Commercial real estate | $ | $ | $ | $ | |||||||||||||||||||
Construction/land/land development | |||||||||||||||||||||||
| Residential real estate | |||||||||||||||||||||||
| Total real estate | |||||||||||||||||||||||
Commercial and industrial | |||||||||||||||||||||||
| Mortgage warehouse lines of credit | |||||||||||||||||||||||
| Consumer | |||||||||||||||||||||||
| Total nonaccrual loans | $ | $ | $ | $ | |||||||||||||||||||
All interest formerly accrued but not received for loans placed on nonaccrual status is reversed from interest income. Subsequent receipts on nonaccrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
27
For the three months ended March 31, 2024 and 2023, gross interest income that would have been recorded had the nonaccruing loans been current in accordance with their original terms, was $394,000 and $136,000 , respectively. No
The Company elects the fair value option for recording residential mortgage loans held for sale in accordance with U.S. GAAP. The company had zero
The tables below summarize modifications made to borrowers experiencing financial difficulty by loan and modification type during the three months ended March 31, 2024 and 2023.
| Amortized Cost Basis at March 31, 2024 | |||||||||||||||||||||||
| Term Extension | Other-Than-Insignificant Payment Delay | ||||||||||||||||||||||
| (Dollars in thousands) | Amortized Cost | % of Loans | Amortized Cost | % of Loans | |||||||||||||||||||
| Loans secured by real estate: | |||||||||||||||||||||||
| Construction/land/land development | $ | % | $ | % | |||||||||||||||||||
| Residential real estate | |||||||||||||||||||||||
| Total real estate | |||||||||||||||||||||||
| Commercial and industrial | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
| Amortized Cost Basis at March 31, 2023 | |||||||||||
| Term Extension | |||||||||||
| (Dollars in thousands) | Amortized Cost | % of Loans | |||||||||
| Loans secured by real estate: | |||||||||||
| Commercial real estate | $ | % | |||||||||
| Construction/land/land development | |||||||||||
| Total real estate | |||||||||||
| Commercial and industrial | |||||||||||
| Total | $ | ||||||||||
The following tables describe the financial effect of the modification made to borrowers experiencing financial difficulty during the three months ended March 31, 2024 and 2023.
| Three Months Ended March 31, 2024 | |||||||||||
| Term Extension | Other-Than-Insignificant Payment Delay | ||||||||||
| Construction/land/land development | Added a weighted average | N/A | |||||||||
| Residential real estate | Added a weighted average | N/A | |||||||||
| Commercial and industrial | Added a weighted average | Delayed payment of weighted average | |||||||||
| Three Months Ended March 31, 2023 | |||||
| Term Extension | |||||
| Commercial real estate | Added a weighted average | ||||
| Construction/land/land development | Added a weighted average | ||||
| Commercial and industrial | Added a weighted average | ||||
28
The following table depicts the performance of loans that have been modified during the last twelve months ended March 31, 2024.
| Payment Status (Amortized Cost Basis) | |||||||||||||||||
| March 31, 2024 | |||||||||||||||||
| (Dollars in thousands) | Current | 30-89 Days Past Due | 90 Days or More Past Due | ||||||||||||||
| Loans secured by real estate: | |||||||||||||||||
Commercial real estate | $ | $ | $ | ||||||||||||||
Construction/land/land development | |||||||||||||||||
| Residential real estate | |||||||||||||||||
| Total real estate | |||||||||||||||||
| Commercial and industrial | |||||||||||||||||
| Total LHFI | $ | $ | $ | ||||||||||||||
At March 31, 2024, and December 31, 2023, the Company had zero and $1.6 million funding commitments for loans in which the terms were modified as a result of the borrowers experiencing financial difficulty, respectively. There were no loans to borrowers experiencing financial difficulty that defaulted during the three months ended March 31, 2024 or 2023, that were modified within the last 12 months.
A payment default is defined as a loan that was 90 or more days past due. The Company monitors the performance of modified loans on an ongoing basis. In the event of subsequent default, the ALCL is assessed on the basis of an individual evaluation of each loan. The modifications made during the periods presented did not significantly impact the Company’s determination of the allowance for credit losses.
Note 5 — Fair Value of Financial Instruments
Fair value is the exchange price that is expected to be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Certain assets and liabilities are recorded in the Company’s consolidated financial statements at fair value. Some are recorded on a recurring basis and some on a nonrecurring basis.
The Company utilizes fair value measurement to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach to estimate the fair values of its financial instruments. Such valuation techniques are consistently applied.
A hierarchy for fair value has been established, which categorizes the valuation techniques into three levels used to measure fair value. The three levels are as follows:
Level 1 - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Fair value is based on significant other observable inputs that are generally determined based on a single price for each financial instrument provided to the Company by an unrelated third-party pricing service and is based on one or more of the following:
•Quoted prices for similar, but not identical, assets or liabilities in active markets;
•Quoted prices for identical or similar assets or liabilities in markets that are not active;
•Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and
•Other inputs derived from or corroborated by observable market inputs.
29
Level 3 - Prices or valuation techniques that require inputs that are both significant and unobservable in the market. These instruments are valued using the best information available, some of which is internally developed, and reflects the Company’s own assumptions about the risk premiums that market participants would generally require and the assumptions they would use. These estimates can be inherently uncertain.
There were no transfers between fair value reporting levels for any period presented.
Fair Values of Assets and Liabilities Recorded on a Recurring Basis
The following tables summarize financial assets and financial liabilities recorded at fair value on a recurring basis at March 31, 2024, and December 31, 2023, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value. There were no changes in the valuation techniques during 2024 or 2023.
| March 31, 2024 | |||||||||||||||||||||||
| (Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| State and municipal securities | $ | $ | $ | $ | |||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| U.S. treasury securities | |||||||||||||||||||||||
| U.S. government agency securities | |||||||||||||||||||||||
| Commercial mortgage-backed securities | |||||||||||||||||||||||
| Residential mortgage-backed securities | |||||||||||||||||||||||
| Commercial collateralized mortgage obligations | |||||||||||||||||||||||
| Residential collateralized mortgage obligations | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Securities available for sale | |||||||||||||||||||||||
| Securities carried at fair value through income | |||||||||||||||||||||||
| Loans held for sale | |||||||||||||||||||||||
| Other assets - derivatives | |||||||||||||||||||||||
| Total recurring fair value measurements - assets | $ | $ | $ | $ | |||||||||||||||||||
| Other liabilities - derivatives | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Total recurring fair value measurements - liabilities | $ | $ | ( | $ | $ | ( | |||||||||||||||||
30
| December 31, 2023 | |||||||||||||||||||||||
| (Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| State and municipal securities | $ | $ | $ | $ | |||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| U.S. treasury securities | |||||||||||||||||||||||
| U.S. government agency securities | |||||||||||||||||||||||
| Commercial mortgage-backed securities | |||||||||||||||||||||||
| Residential mortgage-backed securities | |||||||||||||||||||||||
| Commercial collateralized mortgage obligations | |||||||||||||||||||||||
| Residential collateralized mortgage obligations | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Securities available for sale | |||||||||||||||||||||||
| Securities carried at fair value through income | |||||||||||||||||||||||
| Loans held for sale | |||||||||||||||||||||||
| Mortgage servicing rights | |||||||||||||||||||||||
| Other assets - derivatives | |||||||||||||||||||||||
| Total recurring fair value measurements - assets | $ | $ | $ | $ | |||||||||||||||||||
| Other liabilities - derivatives | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Total recurring fair value measurements - liabilities | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the Three Months Ended March 31, 2024 and 2023, are summarized as follows:
| (Dollars in thousands) | MSRs | Securities Available for Sale | Securities at Fair Value Through Income | ||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | ||||||||||||||
| Gain (loss) recognized in earnings: | |||||||||||||||||
Mortgage banking revenue(1) | |||||||||||||||||
| Other noninterest income | ( | ||||||||||||||||
| Loss recognized in AOCI | ( | ||||||||||||||||
| Purchases, issuances, sales and settlements: | |||||||||||||||||
| Originations | |||||||||||||||||
| Sales | ( | ||||||||||||||||
| Settlements | ( | ||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | ||||||||||||||
___________________________
(1)Total mortgage banking revenue includes changes in fair value due to market changes and run-off.
31
| (Dollars in thousands) | MSRs | Securities Available for Sale | Securities at Fair Value Through Income | ||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | ||||||||||||||
| Gain (loss) recognized in earnings: | |||||||||||||||||
Mortgage banking revenue(1) | ( | ||||||||||||||||
| Other noninterest income | |||||||||||||||||
| Loss recognized in AOCI | |||||||||||||||||
| Purchases, issuances, sales and settlements: | |||||||||||||||||
| Originations | |||||||||||||||||
| Sales | ( | ||||||||||||||||
| Settlements | ( | ||||||||||||||||
Balance at March 31, 2023 | $ | $ | $ | ||||||||||||||
(1)Total mortgage banking revenue includes changes in fair value due to market changes and run-off.
The Company obtains fair value measurements for securities available for sale and securities at fair value through income from an independent pricing service; therefore, quantitative unobservable inputs are unknown.
The following methodologies were used to measure the fair value of financial assets and liabilities valued on a recurring basis:
Securities Available for Sale
Securities classified as available for sale are reported at fair value utilizing Level 1, Level 2 or Level 3 inputs. For Level 1 securities, the Company obtains the fair value measurements for those identical assets from an independent pricing service. For Level 2 securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, market consensus prepayment speeds, credit information and the security's terms and conditions, among other things. In order to ensure the fair values are consistent with ASC 820, Fair Value Measurements and Disclosures, the Company periodically checks the fair value by comparing them to other pricing sources, such as Bloomberg LP. The third-party pricing service is subject to an annual review of internal controls in accordance with the Statement on Standards for Attestation Engagements No. 16, which was made available to the Company. In certain cases where Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. For level 3 securities, the Company determines the fair value of the instruments based on their callability, putability and prepay optionality. Putable instruments are valued at book value, non-putable instruments are priced mainly using a present value calculation based on the spread to the yield curve.
Mortgage Servicing Rights (“MSRs”)
During December 2023 and January 2024, the Company solicited non-binding indications of interest with respect to the proposed sale of substantially all of the Company’s MSR asset. The Company subsequently sold its MSR asset and recorded a $410,000 gain on the sale. There were no MSR assets recognized or recorded during the quarter ended March 31, 2024, and the carrying value of the MSR is zero at March 31, 2024. At December 31, 2023, the carrying amounts of the MSRs equal fair value, which are determined using a discounted cash flow valuation model. The significant assumptions used to value MSRs were as follows:
| December 31, 2023 | |||||||||||
| Range | Weighted Average(1) | ||||||||||
| Prepayment speeds | % | ||||||||||
| Discount rates | % | ||||||||||
__________________________
(1)The weighted average was calculated with reference to the principal balance of the underlying mortgages.
32
There have been significant market-driven fluctuations in the assumptions listed above. Typically, loans with higher average coupon rates have a greater likelihood of prepayment during comparatively low interest rate environments, while loans with lower average coupon rates have a lower likelihood of prepayment. The recent increase in rates has caused a decrease in the weighted average prepayment speed. Estimating these assumptions within ranges that market participants would use in determining the fair value of MSRs requires significant management judgment.
Derivatives
Fair values for interest rate swap agreements and interest rate lock commitments are based upon the amounts that would be required to settle the contracts. Fair values for risk participations and loan sale commitments are based on the fair values of the underlying mortgage loans or securities and the probability of such commitments being exercised. Significant management judgment and estimation is required in determining these fair value measurements.
Fair Values of Assets Recorded on a Recurring Basis for which the Fair Value Option has been Elected
| March 31, 2024 | |||||||||||||||||
| (Dollars in thousands) | Aggregate Fair Value | Principal Balance/Amortized Cost | Difference | ||||||||||||||
Loans held for sale(1) | $ | $ | $ | ||||||||||||||
| Securities carried at fair value through income | ( | ||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
____________________________
(1)There were no loans held for sale that were designated as nonaccrual or 90 days or more past due at March 31, 2024.
| December 31, 2023 | |||||||||||||||||
| (Dollars in thousands) | Aggregate Fair Value | Principal Balance/Amortized Cost | Difference | ||||||||||||||
Loans held for sale(1) | $ | $ | $ | ||||||||||||||
| Securities carried at fair value through income | ( | ||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
____________________________
(1)There were no of loans held for sale that were designated as nonaccrual or 90 days or more past due at December 31, 2023.
Changes in the fair value of assets for which the Company elected the fair value option are classified in the consolidated statements of income line items reflected in the following table:
| (Dollars in thousands) | Three Months Ended March 31, | ||||||||||
| Changes in fair value included in noninterest income: | 2024 | 2023 | |||||||||
Mortgage banking revenue (loans held for sale)(1) | $ | $ | |||||||||
| Other income: | |||||||||||
| Securities carried at fair value through income | ( | ||||||||||
| Total fair value option impact on noninterest income | $ | ( | $ | ||||||||
____________________________
(1)The fair value option impact on noninterest income is offset by the derivative gain/loss recognized in noninterest income. Please see Note 6 — Mortgage Banking for more detail.
33
The following methodologies were used to measure the fair value of financial assets valued on a recurring basis for which the fair value option was elected:
Securities at Fair Value through Income
Securities carried at fair value through income are valued using a discounted cash flow with a credit spread applied to each instrument based on the creditworthiness of each issuer. Credit spreads ranged from 83 227
Loans Held for Sale
Fair values for loans held for sale are established using anticipated sale prices for loans allocated to a sale commitment, and those unallocated to a commitment are valued based on the interest rate and term for similar loans allocated. The Company believes the fair value approximates an exit price.
Fair Value of Assets Recorded on a Nonrecurring Basis
Non-marketable equity securities held in other financial institutions
The majority of the Company’s non-marketable equity securities held in other financial institutions qualify for the practical expedient allowed for equity securities without a readily determinable fair values, such that the Company has elected to carry these securities at cost adjusted for any observable transactions during the period, less any impairment. Non-marketable equity securities held in other financial institutions totaled $53.9 million and $55.2 million at March 31, 2024 and December 31, 2023, respectively, and are shown on the face of the consolidated balance sheets. To date, no impairment has been recorded on the Company's investments in equity securities that do not have readily determinable fair values.
Individually Evaluated Loans with Credit Losses
Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured to determine if any credit loss exists. Allowable methods for determining the amount of credit loss include estimating the fair value using the fair value of the collateral for collateral-dependent loans and a discounted cash flow methodology for other evaluated loans that are not collateral dependent. If the loan is identified as collateral-dependent, the fair value method of measuring the amount of credit loss is utilized. Evaluating the fair value of the collateral for collateral-dependent loans requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. If the loan is not collateral-dependent, the discounted cash flow method is utilized, which involves assumptions and judgments as to credit risk, prepayment risk, liquidity risk, default rates, loss severity, payment speeds, collateral values and discount rate. Loans that have experienced a credit loss with specific allocated losses are within Level 3 of the fair value hierarchy when the credit loss is determined using the fair value method. The fair value of collateral-dependent loans that have specific allocated reserves was approximately $3.9 million and $3.8 million at March 31, 2024, and December 31, 2023, respectively.
Non-Financial Assets
34
Fair Values of Financial Instruments Not Recorded at Fair Value
Loans
The estimated fair value approximates carrying value for variable-rate loans that reprice frequently and with no significant change in credit risk. The fair value of fixed rate loans and variable-rate loans, which reprice on an infrequent basis, is estimated by discounting future cash flows using exit level pricing, which combines the current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality and an estimated additional rate to reflect a liquidity premium. An overall valuation adjustment is made for specific credit risks as well as general portfolio credit risk.
Deposits
The estimated fair value approximates carrying value for demand deposits. The fair value of fixed rate deposit liabilities with defined maturities is estimated by discounting future cash flows using the interest rates currently available for funding from the FHLB. The estimated fair value of deposits does not take into account the value of our long-term relationships with depositors, commonly known as core deposit intangibles, which are separate intangible assets, and not considered financial instruments. Nonetheless, the Company would likely realize a core deposit premium if the deposit portfolio were sold in the principal market for such deposits.
Borrowed Funds
The estimated fair value approximates carrying value for short-term borrowings. The fair value of long-term fixed rate and fixed-to-floating-rate borrowings is estimated using quoted market prices, if available, or by discounting future cash flows using current interest rates for similar financial instruments. The estimated fair value approximates carrying value for variable-rate junior subordinated debentures that reprice quarterly.
The carrying value and estimated fair values of financial instruments not recorded at fair value are as follows:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | |||||||||||||||||||||
Financial assets: Level 1 inputs: | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Level 2 inputs: | |||||||||||||||||||||||
Non-marketable equity securities held in other financial institutions | |||||||||||||||||||||||
| Accrued interest and loan fees receivable | |||||||||||||||||||||||
| Level 3 inputs: | |||||||||||||||||||||||
| Securities held to maturity | |||||||||||||||||||||||
| LHFI, net | |||||||||||||||||||||||
| Financial liabilities: | |||||||||||||||||||||||
| Level 2 inputs: | |||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||
| FHLB advances and other borrowings | |||||||||||||||||||||||
| Subordinated indebtedness | |||||||||||||||||||||||
| Accrued interest payable | |||||||||||||||||||||||
35
Note 6 — Mortgage Banking
The following table presents the Company’s revenue from mortgage banking operations:
| (Dollars in thousands) | Three Months Ended March 31, | ||||||||||
Mortgage banking revenue | 2024 | 2023 | |||||||||
| Origination | $ | $ | |||||||||
| Gain on sale of loans held for sale | |||||||||||
| Originations of MSRs | |||||||||||
| Servicing | |||||||||||
| Total gross mortgage revenue | |||||||||||
| MSR valuation adjustments, net | ( | ||||||||||
| Gain on sale of MSR | |||||||||||
| Mortgage HFS and pipeline fair value adjustment | |||||||||||
| MSR hedge impact | ( | ||||||||||
| Mortgage banking revenue | $ | $ | |||||||||
Management used forward-settling mortgage-backed securities and U.S. Treasury futures to mitigate the impact of changes in fair value of MSRs. See Note 8 — Derivative Financial Instruments for further information.
Mortgage Servicing Rights
Activity in MSRs was as follows:
| Three Months Ended March 31, | |||||||||||
| (Dollars in thousands) | 2024 | 2023 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Addition of servicing rights | |||||||||||
| Settlement of sale of MSR | ( | ( | |||||||||
| Valuation adjustment, net of amortization | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
During December 2023 and January 2024, the Company solicited non-binding indications of interest with respect to the proposed sale of substantially all of the Company’s MSR asset. The Company subsequently sold its MSR asset and recorded a $410,000 gain on the sale. There were no MSR assets recognized or recorded during the quarter ended March 31, 2024, and the carrying value of the MSR was zero at March 31, 2024.
During the second half of 2022, the Company entered into an agreement to sell its GNMA MSR portfolio, which met all final sale conditions in early 2023. The Company sold $1.8 million in GNMA MSR, with no significant gain or loss realized, and derecognized the related GNMA repurchase asset and offsetting liability during the quarter ended March 31, 2023.
Prior to the sale of the Company’s MSR, the Company received annual servicing fee income approximating 0.25 % of the outstanding balance of the underlying loans. In connection with the Company's activities as a servicer of mortgage loans, the investors and the securitization trusts have no recourse to the Company’s assets for failure of debtors to pay when due.
36
The Company is potentially subject to losses on loans previously sold due to loan foreclosures. The Company has obligations to either repurchase the outstanding principal balance of a loan or make the purchaser whole for the economic benefits of a loan if it is determined that the loan sold violated representations or warranties made by the Company and/or the borrower at the time of the sale, which the Company refers to as mortgage loan putback expenses. Such representations and warranties typically include those made regarding loans that had missing or insufficient file documentation and/or loans obtained through fraud by borrowers or other third parties. Putback claims may be made until the loan is paid in full. When a putback claim is received, the Company evaluates the claim and takes appropriate actions based on the nature of the claim. The Company is required by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to provide a response to putback claims within 60 days of the date of receipt.
At March 31, 2024, and December 31, 2023, the reserve for mortgage loan putback expenses totaled $113,000 and $127,000 , respectively. There is inherent uncertainty in reasonably estimating the requirement for reserves against future mortgage loan putback expenses. Future putback expenses depend on many subjective factors, including the review procedures of the purchasers and the potential refinance activity on loans sold with servicing released and the subsequent consequences under the representations and warranties.
Note 7 — Borrowings
Borrowed funds are summarized as follows:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | |||||||||
| Short-term FHLB advances | $ | $ | |||||||||
| Long-term FHLB advances | |||||||||||
| Overnight repurchase agreements with depositors | |||||||||||
| Total FHLB advances and other borrowings | $ | $ | |||||||||
| Subordinated indebtedness, net | $ | $ | |||||||||
Note 8 — Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company enters into derivative financial instruments to manage risks related to differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments, as well as to manage changes in fair values of some assets which are marked at fair value through the consolidated statement of income on a recurring basis.
Cash Flow Hedges of Interest Rate Risk
The Company is a party to interest rate swap agreements under which the Company receives interest at a variable rate and pays at a fixed rate. The derivative instruments represented by these swap agreements are designated as cash flow hedges of the Company’s forecasted variable cash flows under a variable-rate term borrowing agreements. During the terms of the swap agreements, the effective portion of changes in the fair value of the derivative instruments are recorded in accumulated other comprehensive (loss) income and subsequently reclassified into earnings in the periods that the hedged forecasted variable-rate interest payments affected earnings. There was no ineffective portion of the change in fair value of the derivatives recognized directly in earnings. The entire swap fair value will be reclassified into earnings before the expiration dates of the swap agreements.
37
Derivatives Not Designated as Hedges
Customer interest rate derivative program
The Company offers certain derivatives products, primarily interest rate swaps, directly to qualified commercial banking customers to facilitate their risk management strategies. In most instances, the Company acts only as an intermediary, simultaneously entering into offsetting agreements with unrelated financial institutions, thereby mitigating its net risk exposure resulting from such transactions without significantly impacting its results of operations. Because the interest rate derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and any offsetting derivatives are recognized directly in earnings as a component of noninterest income.
From time to time, the Company shares in credit risk on interest rate swap arrangements, by entering into risk participation agreements with syndication partners. These are accounted for at fair value and disclosed as risk participation derivatives.
Mortgage banking derivatives
As part of its mortgage banking and related risk management activities, the Company enters into interest rate lock commitment (“IRLC”) agreements on prospective residential mortgage loans. These IRLCs are derivative financial instruments and the fair value of these IRLCs are included in other assets. The Company also economically hedged the value of MSRs by entering into a series of commitments to purchase mortgage-backed securities in the future and U.S. Treasury Notes.
Fair Values of Derivative Instruments on the Consolidated Balance Sheets
The following tables disclose the fair value of derivative instruments in the Company’s consolidated balance sheets at March 31, 2024 and December 31, 2023, as well as the effect of these derivative instruments on the Company’s consolidated statements of income for the three months ended March 31, 2024 and 2023. Derivative instruments and their related gains and losses are reported in other operating activities, net in the statements of cash flows.
| (Dollars in thousands) | Notional Amounts(1) | Fair Values | |||||||||||||||||||||
Derivatives designated as cash flow hedging instruments: | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |||||||||||||||||||
| Interest rate swaps included in other assets | $ | $ | $ | $ | |||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||
| Interest rate swaps included in other assets | $ | $ | $ | $ | |||||||||||||||||||
Interest rate swaps included in other liabilities | ( | ( | |||||||||||||||||||||
| Risk participation agreements included in other liabilities | ( | ||||||||||||||||||||||
| Forward commitments to purchase forward-settling mortgage-backed securities included in other assets | |||||||||||||||||||||||
| Forward commitments to purchase treasury notes in other assets | |||||||||||||||||||||||
Interest rate-lock commitments on residential mortgage loans included in other assets | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
____________________________
(1)Notional or contractual amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the consolidated balance sheets.
38
The weighted-average rates paid and received for interest rate swaps were as follows:
| Weighted-Average Interest Rate | |||||||||||||||||||||||
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Interest rate swaps: | Paid | Received | Paid | Received | |||||||||||||||||||
| Cash flow hedges | % | % | % | % | |||||||||||||||||||
| Non-hedging interest rate swaps - financial institution counterparties | |||||||||||||||||||||||
| Non-hedging interest rate swaps - customer counterparties | |||||||||||||||||||||||
Gains and losses recognized on derivative instruments not designated as hedging instruments are as follows:
| (Dollars in thousands) | Three Months Ended March 31, | ||||||||||
| Derivatives not designated as hedging instruments: | 2024 | 2023 | |||||||||
Amount of gain recognized in mortgage banking revenue (1) | $ | $ | |||||||||
| Amount of gain recognized in other non-interest income | |||||||||||
____________________________
Some interest rate swaps included in other assets were subject to a master netting arrangement with the counterparty in all periods presented and could be offset against some amounts included in interest rate swaps included in other liabilities. The Company has chosen not to net these exposures in the consolidated balance sheets, and any impact of netting these amounts would not be significant.
Note 9 — Stock and Incentive Compensation Plans
The Company has granted, and currently has outstanding, stock and incentive compensation awards subject to the provisions of the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). Additionally, the Company’s stockholders approved the Origin Bancorp, Inc. Omnibus Incentive Plan (“Omnibus Plan”) at the April 24, 2024, Annual Meeting.
The 2012 Plan and the Omnibus Plan (collectively, the “Incentive Plans”) are designed to provide flexibility to the Company regarding its ability to motivate, attract and retain the services of key officers, employees and directors. The Incentive Plans allow the Company to make grants of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards (“RSA”), restricted stock units (“RSU”), dividend equivalent rights, performance stock units (“PSU”) or any combination thereof. There were a total maximum of 1,375,000 shares originally reserved for issuance under the Incentive Plans. At March 31, 2024, the maximum number of shares of the Company’s common stock available for issuance under the 2012 Plan was 24,604 . The Omnibus Plan, approved in April 2024, allows for the issuance of an additional 675,000 shares, and no future awards may be issued under the 2012 Plan after adoption of the Omnibus Plan.
Additionally, the Company’s stockholders approved an employee stock purchase plan (“ESPP”) which qualified as an ESPP under IRS guidelines. The ESPP provides for the purchase of up to an aggregate one million shares of the Company’s common stock by employees. Under the ESPP, employees of the Company, who elect to participate, have the right to purchase a limited number of shares of the Company’s common stock at a 15 % discount from the lower of the market value of the common stock at the beginning or the end of each one year offering period, beginning on June 1st. The ESPP benefit is treated as compensation to the employee, and the compensation expense will be recognized over the service period based on the grant date fair value of the rights determined at the beginning of the purchase period, adjusted for forfeitures and certain modifications. Forfeitures are recognized as they occur. At March 31, 2024, there was $75,000 of total unrecognized compensation cost related to estimated ESPP shares for the June 1, 2023 - May 31, 2024, ESPP offering period. These costs are expected to be recognized over a period of 0.17 years.
39
The table below includes the weighted-average assumptions used to calculate the grant date fair value of the ESPP rights for the periods indicated using the Black-Scholes option pricing model:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Expected term (in years) | |||||||||||
| Dividend yield | $ | $ | |||||||||
| Risk-free interest rate | % | % | |||||||||
| Expected volatility | |||||||||||
The ESPP shares purchased are as follows for the dates indicated:
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| ESPP shares purchased | |||||||||||
| Shares available for issuance under the ESPP | |||||||||||
The Compensation Committee (“Committee”) has approved and the Company has granted PSUs to select officers and employees under the 2012 Plan. Each PSU represents a right for the participant to receive shares of Company common stock or cash equal to the fair market value of such stock, as determined by the Committee. The number of PSUs to which the participant may be entitled will vary from 0 % to 150 % of the target number of PSUs, based on the Company’s achievement of specified performance criteria during the performance period compared to performance benchmarks adopted by the Committee and, further, the participant’s continuous service with the Company through the third anniversary of the date of the grant. Each performance period commences on January 1 and ends three years later on December 31 (“Performance Period”).
Share-based compensation cost charged to income for the years ended March 31, 2024 and 2023, is presented below. There was no
| Three Months Ended March 31, | |||||||||||
| (Dollars in thousands) | 2024 | 2023 | |||||||||
| RSA & RSU | $ | $ | |||||||||
| PSU | |||||||||||
| ESPP | |||||||||||
| Total stock compensation expense | $ | $ | |||||||||
| Related tax benefits recognized in net income | $ | $ | |||||||||
Restricted Stock and Performance Stock Grants
The Company’s RSAs and RSUs are time-vested awards and are granted to the Company’s Board of Directors, executives and senior management team. The service period in which time-vested awards are earned ranges from to seven years
40
The Company’s PSU awards, excluding the CEO PSUs, are three-year cliff-vested awards, with each unit divided into two categories (“ROAA Unit Group” and “ROAE Unit Group”), composed of an equivalent number of initial PSUs granted. The PSU share amounts do not reflect potential increases or decreases resulting from the interim performance results until the final performance results are determined at the end of the three-year period. The ROAA Unit Group is based upon the Company’s Performance Period Return on Average Assets performance, as defined in the award agreement, and the ROAE Unit Group is based upon the Company’s Performance Period Return on Average Equity performance, as defined in the award agreement. The PSUs are initially valued utilizing the fair value of the Company’s stock at the grant date, assuming 100 % of the target number of units are achieved. Subsequent valuation of the PSUs is determined using the ratio of the actual Company’s Performance Period ROAA or ROAE to the Company’s targeted Performance Period ROAA or ROAE, applied to the PSUs awarded times the Company’s closing month end stock price for the month immediately preceding the period end date. The determination of whether and to what extent the performance criteria has been satisfied during the applicable Performance Period shall be made by the Compensation Committee, in its sole and absolute discretion. Certain nonrecurring, unusual or infrequent items may be disregarded in the ROAA or ROAE calculation as described further in the PSU award agreement. Forfeitures are recognized as they occur.
The following table summarizes the Company’s award activity:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Shares | Weighted Average Grant-Date Fair Value | Shares | Weighted Average Grant-Date Fair Value | ||||||||||||||||||||
| Nonvested RSAs, January 1, | $ | $ | |||||||||||||||||||||
| Vested RSAs | ( | ||||||||||||||||||||||
Nonvested RSAs, March 31, | |||||||||||||||||||||||
| Nonvested RSUs, January 1, | $ | $ | |||||||||||||||||||||
| Granted RSUs | |||||||||||||||||||||||
| Vested RSUs | ( | ( | |||||||||||||||||||||
| Forfeited RSUs | ( | ||||||||||||||||||||||
Nonvested RSUs, March 31, | |||||||||||||||||||||||
| Nonvested PSUs, January 1, | $ | $ | |||||||||||||||||||||
| Granted PSUs | |||||||||||||||||||||||
| Forfeited PSUs | ( | ||||||||||||||||||||||
Nonvested PSUs, March 31, | |||||||||||||||||||||||
At March 31, 2024, there was $7,000 , $9.1 million and $3.1 million of total unrecognized compensation cost related to nonvested RSA shares, RSU shares and PSU shares under the 2012 Plan, respectively. Those costs are expected to be recognized over a weighted-average period of 0.02 , 3.5 and 1.6 years for RSA, RSU and PSU shares, respectively.
Stock Option Grants
The Company has previously issued common stock options to select officers and employees primarily through individual agreements. The exercise price of each option varies by agreement and is based on the fair value of the stock at the date of the grant. No outstanding stock option has a term that exceeds twenty years , and all of the outstanding options are fully vested. The Company recognized compensation cost for stock option grants over the required service period based upon the grant date fair value, which is established using a Black-Scholes valuation model. The Black-Scholes valuation model uses assumptions of risk-free interest rate, expected term of stock options, expected stock price volatility and expected dividends. Forfeitures are recognized as they occur.
41
In conjunction with the BTH merger, the Company assumed the BTH 2012 Equity Incentive Plan and converted all outstanding options to purchase BTH common stock into options to purchase an aggregate of 611,676 shares of the Company’s common stock. Under the terms of applicable change in control provisions within the BTH 2012 Equity Incentive Plan and BTH Notice Of Stock Option Award, all BTH stock options fully vested immediately prior to the closing of the merger that occurred on August 1, 2022. BTH converted options have no expiration dates past August 16, 2031, and no further grants will be made under the BTH 2012 Equity Incentive Plan.
The table below summarizes the status of the Company’s stock options and changes during the three months ended March 31, 2024 and 2023.
| (Dollars in thousands, except per share amounts) | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | |||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Outstanding at January 1, 2024 | $ | $ | |||||||||||||||||||||
| Exercised | ( | — | |||||||||||||||||||||
| Expired | ( | — | — | ||||||||||||||||||||
Outstanding and exercisable at March 31, 2024 | |||||||||||||||||||||||
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||
| Outstanding at January 1, 2023 | $ | $ | |||||||||||||||||||||
| Exercised | ( | — | |||||||||||||||||||||
| Expired | ( | — | — | ||||||||||||||||||||
Outstanding and exercisable at March 31, 2023 | |||||||||||||||||||||||
Note 10 — Accumulated Other Comprehensive (Loss) Income
Accumulated other comprehensive (loss) income (“AOCI”) includes the after-tax change in unrealized gains and losses on AFS securities and cash flow hedging activities.
| (Dollars in thousands) | Unrealized (Loss) Gain on AFS Securities | Unrealized Gain (Loss) on Cash Flow Hedges | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||
Balance at January 1, 2024 | $ | ( | $ | $ | ( | ||||||||||||
| Net change | ( | ( | |||||||||||||||
Balance at March 31, 2024 | $ | ( | $ | $ | ( | ||||||||||||
Balance at January 1, 2023 | $ | ( | $ | $ | ( | ||||||||||||
| Net change | ( | ||||||||||||||||
Balance at March 31, 2023 | $ | ( | $ | $ | ( | ||||||||||||
Note 11 — Capital and Regulatory Matters
The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
42
The Company is subject to the Basel III regulatory capital framework (“Basel III Capital Rules”), which includes a 2.5% capital conservation buffer. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, which include dividend payments, stock repurchases and to pay discretionary bonuses to executive officers.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, common equity Tier 1 and Tier 1 capital to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average total consolidated assets (as defined). Management believes, at March 31, 2024, and December 31, 2023, that the Company and the Bank met all capital adequacy requirements to which they are subject, including the capital buffer requirement.
At March 31, 2024, and December 31, 2023, the Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, common equity Tier 1 risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of CECL. In addition, on March 27, 2020, the federal banking agencies issued an interim final rule that gives banking organizations that were required to implement CECL before the end of 2020 the option to delay for two years CECL’s adverse effects on regulatory capital. The Bank elected to adopt CECL in the first quarter of 2020 and exercised the option to delay the estimated impact of the adoption of CECL on the Company’s regulatory capital for two years (from January 2020 through December 31, 2021). The two-year delay is followed by a three-year transition period of CECL’s initial impact on the Company’s regulatory capital (from January 1, 2022, through December 31, 2024). The amount representing the CECL impact to the Company’s regulatory capital that will be ratably transitioning back into regulatory capital over the transition period is $1.9 million and $2.5 million at March 31, 2024, and December 31, 2023, respectively.
43
The actual capital amounts and ratios of the Company and the Bank at March 31, 2024, and December 31, 2023, are presented in the following table:
(Dollars in thousands) March 31, 2024 | Actual | Minimum Capital Required - Basel III | To be Well Capitalized Under Prompt Corrective Action Provisions | ||||||||||||||||||||||||||||||||
| Common Equity Tier 1 Capital to Risk-Weighted Assets | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||||||||||||
Origin Bancorp, Inc. | $ | % | $ | % | N/A | N/A | |||||||||||||||||||||||||||||
Origin Bank | $ | % | |||||||||||||||||||||||||||||||||
Tier 1 Capital to Risk-Weighted Assets | |||||||||||||||||||||||||||||||||||
Origin Bancorp, Inc. | N/A | N/A | |||||||||||||||||||||||||||||||||
| Origin Bank | |||||||||||||||||||||||||||||||||||
Total Capital to Risk-Weighted Assets | |||||||||||||||||||||||||||||||||||
Origin Bancorp, Inc. | N/A | N/A | |||||||||||||||||||||||||||||||||
| Origin Bank | |||||||||||||||||||||||||||||||||||
Leverage Ratio | |||||||||||||||||||||||||||||||||||
Origin Bancorp, Inc. | N/A | N/A | |||||||||||||||||||||||||||||||||
| Origin Bank | |||||||||||||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||||||||
Common Equity Tier 1 Capital to Risk-Weighted Assets | |||||||||||||||||||||||||||||||||||
Origin Bancorp, Inc. | N/A | N/A | |||||||||||||||||||||||||||||||||
Origin Bank | |||||||||||||||||||||||||||||||||||
Tier 1 Capital to Risk-Weighted Assets | |||||||||||||||||||||||||||||||||||
Origin Bancorp, Inc. | N/A | N/A | |||||||||||||||||||||||||||||||||
| Origin Bank | |||||||||||||||||||||||||||||||||||
Total Capital to Risk-Weighted Assets | |||||||||||||||||||||||||||||||||||
Origin Bancorp, Inc. | N/A | N/A | |||||||||||||||||||||||||||||||||
| Origin Bank | |||||||||||||||||||||||||||||||||||
Leverage Ratio | |||||||||||||||||||||||||||||||||||
Origin Bancorp, Inc. | N/A | N/A | |||||||||||||||||||||||||||||||||
| Origin Bank | |||||||||||||||||||||||||||||||||||
In the ordinary course of business, the Company depends on dividends from the Bank to provide funds for the payment of dividends to stockholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared and paid exceed the Bank’s year-to-date net income combined with the retained net income for the preceding year, which was $50.5 million at March 31, 2024.
Stock Repurchases
In July 2022, the Board of Directors of the Company authorized a stock repurchase program pursuant to which the Company may, from time to time, purchase up to $50 million of its outstanding common stock. The shares may be repurchased in the open market or in privately negotiated transactions from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The stock repurchase program is intended to expire in three years but may be terminated or amended by the Board of Directors at any time. The stock repurchase program does not obligate the Company to purchase any shares at any time.
There have been no
44
Note 12 — Commitments and Contingencies
Credit-Related Commitments
In the ordinary course of business, the Company enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of its customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Company to varying degrees of credit risk and interest rate risk in much the same way as funded loans.
Commitments to extend credit include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the merger and development or construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent future cash requirements of the Company.
A substantial majority of the letters of credit are standby agreements that obligate the Company to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Company issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services.
The contract amounts of these instruments reflect the Company’s exposure to credit risk. The Company undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support.
The table below presents the Company’s commitments to extend credit by commitment expiration date for the dates indicated:
(Dollars in thousands) March 31, 2024 | |||||||||||||||||||||||||||||
| Less than One Year | One-Three Years | Three-Five Years | Greater than Five Years | Total | |||||||||||||||||||||||||
Commitments to extend credit(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Standby letters of credit | |||||||||||||||||||||||||||||
Total off-balance sheet commitments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||
Commitments to extend credit(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Standby letters of credit | |||||||||||||||||||||||||||||
Total off-balance sheet commitments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
____________________________
(1)Includes $867.5 million and $759.4 million of unconditionally cancellable commitments at March 31, 2024, and December 31, 2023, respectively.
At March 31, 2024, the Company held 37 unfunded letters of credit from the FHLB totaling $745.0 million, with expiration dates ranging from April 17, 2024, to September 22, 2027. At December 31, 2023, the Company held 31 unfunded letters of credit from the FHLB totaling $693.6 million, with expiration dates ranging from January 14, 2024, to September 22, 2027.
Management establishes an asset-specific allowance for certain lending-related commitments and computes a formula-based allowance for performing consumer and commercial lending-related commitments. These are computed using a methodology similar to that used for the commercial loan portfolio, modified for expected maturities and probabilities of drawdown. The reserve for lending-related commitments was $3.6 million and $4.7 million at March 31, 2024, and December 31, 2023, respectively, and is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.
45
Loss Contingencies
From time to time, the Company is also party to various legal actions arising in the ordinary course of business. At this time, management does not expect that loss contingencies, if any, arising from any such proceedings, either individually or in the aggregate, would have a material adverse effect on the consolidated financial position or liquidity of the Company.
46
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context indicates otherwise, references in this report to “we,” “us,” “our,” “our company,” “the Company” or “Origin” refer to Origin Bancorp, Inc., a Louisiana corporation, and its consolidated subsidiaries. All references to “Origin Bank” or “the Bank” refer to Origin Bank our wholly-owned bank subsidiary.
The following discussion and analysis presents our financial condition and results of operations on a consolidated basis. However, we conduct all of our material business operations through our wholly-owned bank subsidiary, Origin Bank, the discussion and analysis that follows primarily relates to activities conducted at the Bank level.
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related condensed notes contained in Item 1 of this report. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors” and in the section titled “Risk Factors” in our 2023 Form 10-K. We assume no obligation to update any of these forward-looking statements.
General
We are a financial holding company headquartered in Ruston, Louisiana. Origin’s wholly owned bank subsidiary, Origin Bank, was founded in 1912 in Choudrant, Louisiana. Deeply rooted in Origin’s history is a culture committed to providing personalized, relationship banking to businesses, municipalities, and personal clients to enrich the lives of the people in the communities it serves. Origin provides a broad range of financial services and currently has over 60 locations from Dallas/Fort Worth, East Texas and Houston, across North Louisiana and into Mississippi. Locations in South Alabama and the Florida panhandle are planned for 2024. As a financial holding company operating through one segment, we generate the majority of our revenue from interest earned on loans and investments, service charges and fees on deposit accounts.
We incur interest expense on deposits and other borrowed funds and noninterest expense, such as salaries and employee benefits and occupancy expenses. We analyze our ability to maximize the income generated from interest-earning assets and minimize expense of our liabilities through our net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest income is the difference between interest income on interest-earning assets, such as loans, securities and interest-bearing cash, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
Changes in market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as in the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities, and stockholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income.
2024 First Quarter Highlights
•Total loans held for investment (“LHFI”) were $7.90 billion at March 31, 2024, reflecting an increase of $239.1 million, or 3.1%, compared to December 31, 2023. LHFI, excluding mortgage warehouse lines of credit, were $7.50 billion at March 31, 2024, reflecting an increase of $168.1 million, or 2.3%, compared to December 31, 2023.
•Total deposits were $8.51 billion at March 31, 2024, reflecting an increase of $254.3 million, or 3.1%, compared to December 31, 2023. Deposits, excluding brokered deposits, were $7.91 billion reflecting an increase of $102.2 million, or 1.3%, compared to December 31, 2023.
•Total debt, (Federal Home Loan Bank (“FHLB”) advances and other borrowings plus subordinated debt) was $173.8 million at March 31, 2024, representing a decrease of $104.0 million, or 37.4%, compared to December 31, 2023, the lowest level reported since June 30, 2018.
•During the current quarter we sold substantially all of our mortgage servicing rights (“MSR”) recognizing a gain on the sale of $410,000 for the quarter ended March 31, 2024.
47
•Book value per common share was $34.79 at March 31, 2024, reflecting an increase of $0.49, or 1.4%, compared to December 31, 2023.
•At March 31, 2024, and December 31, 2023, Company level common equity Tier 1 capital to risk-weighted assets was 11.97%, and 11.83%, respectively, the Tier 1 leverage ratio was 10.66% and 10.50%, respectively, and the total capital ratio was 14.98% and 15.02%, respectively.
Comparison of Results of Operations for the Three Months Ended March 31, 2024 and 2023
Our net income decreased $1.7 million, or 6.9%, to $22.6 million for the three months ended March 31, 2024, from $24.3 million for the three months ended March 31, 2023. On a diluted EPS basis, we reported $0.73 per share for the three months ended March 31, 2024, compared to $0.79 per share for the three months ended March 31, 2023.
Net Interest Income and Net Interest Margin
Net interest income for the three months ended March 31, 2024, was $73.3 million, a decrease of $3.8 million, or 5.0%, compared to the three months ended March 31, 2023. The decrease was primarily due to an increase in our total interest expense of $22.4 million, while total interest income increased by $18.6 million during the three months ended March 31, 2024, compared to three months ended March 31, 2023. Interest expense on interest-bearing deposits increased by $28.3 million, with $22.4 million of the increase driven by higher interest rates during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Interest income from LHFI increased by $20.8 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, with $12.2 million of the increase attributed to higher yields and $8.6 million due to higher average LHFI balances. Additionally, lower average FHLB advances and other borrowings during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, led to a decrease of $5.4 million in interest expense as a result of a strategic decision to sell available for sale securities to pay down borrowings and fund loan growth during the intervening period.
The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the loan and deposit rates offered by financial institutions. The Federal Funds target rate range has increased 525 basis points since the first rate increase in March 2022, with the most recent and current target rate range being set on July 26, 2023, at 5.25% to 5.50%. In March 2024, the Federal Reserve left the current fed funds rate unchanged at a 23-year high for a fifth consecutive meeting, in line with market expectations. As we navigate through stabilizing rate conditions, our strategic focus continues to align with offering attractive returns to our depositors while closely monitoring economic indicators and Federal Funds rate projections for informed decision-making.
Interest income earned on LHFI during the three months ended March 31, 2024, increased in substantially all loan categories when compared to the three months ended March 31, 2023. Interest income earned on real estate loans, commercial and industrial loans and mortgage warehouse lines of credit contributed $14.3 million, $3.8 million and $2.8 million, respectively, of the $20.8 million total increase in interest income earned on LHFI when compared to the three months ended March 31, 2023. Increases in interest rates drove $7.9 million, $2.8 million and $1.5 million of the increase in interest income earned on real estate loans, commercial and industrial loans and mortgage warehouse lines of credit, and increases in average loan balances drove $6.4 million of the increase in interest income earned on real estate loans for the comparable periods.
The net interest margin-fully tax equivalent (“NIM-FTE”) was 3.19% for the three months ended March 31, 2024, a 25 basis point decrease from 3.44% for the three months ended March 31, 2023. There was no impact to the NIM-FTE as a result of purchase accounting accretion income due to the BT Holdings, Inc. (“BTH”) merger for the three months ended March 31, 2024, compared to eight basis points for the three months ended March 31, 2023. The primary driver of this margin compression was an 111 basis point increase in the rate paid on interest-bearing liabilities to 3.88% from 2.77% over the same period, compared to just a 68 basis point increase in the yield earned on interest-earning assets to 5.99% from 5.31%. Notably, on a five quarter historical sequential basis we have seen the rate of NIM-FTE compression stabilize recently with a current quarter margin change of flat; the quarter ending December 31, 2023, up five basis points; the quarter ending September 30, 2023, down two basis points; the quarter ending June 30, 2023, down 28 basis points; and the quarter ending March 31, 2023, down 37 basis points.
The Company made a strategic decision to borrow and hold approximately $700.0 million in excess cash for contingency liquidity for a majority of the month ended March 31, 2023. This excess liquidity was held at a weighted-average rate of 5.03% and added $1.9 million in interest expense for the quarter ended March 31, 2023, which negatively impacted the net interest margin by six basis points.
48
The following table presents average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the three months ended March 31, 2024 and 2023.
Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
(Dollars in thousands) Assets | Average Balance(1) | Income/Expense | Yield/Rate | Average Balance(1) | Income/Expense | Yield/Rate | |||||||||||||||||||||||||||||
| Commercial real estate | $ | 2,438,476 | $ | 35,403 | 5.84 | % | $ | 2,342,545 | $ | 31,038 | 5.37 | % | |||||||||||||||||||||||
| Construction/land/land development | 1,130,355 | 20,382 | 7.25 | 974,914 | 15,588 | 6.48 | |||||||||||||||||||||||||||||
| Residential real estate | 1,739,105 | 23,336 | 5.40 | 1,519,325 | 18,185 | 4.85 | |||||||||||||||||||||||||||||
| Commercial and industrial | 2,121,502 | 41,626 | 7.89 | 2,070,356 | 37,876 | 7.42 | |||||||||||||||||||||||||||||
| Mortgage warehouse lines of credit | 306,248 | 5,783 | 7.59 | 213,201 | 3,009 | 5.72 | |||||||||||||||||||||||||||||
| Consumer | 23,319 | 468 | 8.07 | 26,017 | 520 | 8.10 | |||||||||||||||||||||||||||||
| LHFI | 7,759,005 | 126,998 | 6.58 | 7,146,358 | 106,216 | 6.03 | |||||||||||||||||||||||||||||
| Loans held for sale | 12,906 | 188 | 5.86 | 26,140 | 280 | 4.34 | |||||||||||||||||||||||||||||
| Loans receivable | 7,771,911 | 127,186 | 6.58 | 7,172,498 | 106,496 | 6.02 | |||||||||||||||||||||||||||||
| Investment securities-taxable | 1,095,480 | 6,849 | 2.51 | 1,395,857 | 8,161 | 2.37 | |||||||||||||||||||||||||||||
| Investment securities-non-taxable | 148,077 | 910 | 2.47 | 238,145 | 1,410 | 2.40 | |||||||||||||||||||||||||||||
| Non-marketable equity securities held in other financial institutions | 58,455 | 548 | 3.77 | 71,089 | 653 | 3.72 | |||||||||||||||||||||||||||||
| Interest-bearing deposits in banks | 240,432 | 3,208 | 5.37 | 300,795 | 3,421 | 4.61 | |||||||||||||||||||||||||||||
| Total interest-earning assets | 9,314,355 | 138,701 | 5.99 | 9,178,384 | 120,141 | 5.31 | |||||||||||||||||||||||||||||
| Noninterest-earning assets | 546,881 | 605,218 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 9,861,236 | $ | 9,783,602 | |||||||||||||||||||||||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities | |||||||||||||||||||||||||||||||||||
| Savings and interest-bearing transaction accounts | $ | 5,009,117 | $ | 45,917 | 3.69 | % | $ | 4,648,397 | $ | 28,353 | 2.47 | % | |||||||||||||||||||||||
| Time deposits | 1,563,992 | 16,925 | 4.35 | 976,905 | 6,204 | 2.58 | |||||||||||||||||||||||||||||
| Total interest-bearing deposits | 6,573,109 | 62,842 | 3.85 | 5,625,302 | 34,557 | 2.49 | |||||||||||||||||||||||||||||
| FHLB advances & other borrowings | 42,284 | 518 | 4.92 | 457,478 | 5,880 | 5.21 | |||||||||||||||||||||||||||||
| Subordinated indebtedness | 165,252 | 2,018 | 4.91 | 201,809 | 2,557 | 5.14 | |||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 6,780,645 | 65,378 | 3.88 | 6,284,589 | 42,994 | 2.77 | |||||||||||||||||||||||||||||
| Noninterest-bearing liabilities | |||||||||||||||||||||||||||||||||||
| Noninterest-bearing deposits | 1,866,496 | 2,392,176 | |||||||||||||||||||||||||||||||||
| Other liabilities | 151,390 | 130,793 | |||||||||||||||||||||||||||||||||
| Total liabilities | 8,798,531 | 8,807,558 | |||||||||||||||||||||||||||||||||
| Stockholders’ Equity | 1,062,705 | 976,044 | |||||||||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 9,861,236 | $ | 9,783,602 | |||||||||||||||||||||||||||||||
| Net interest spread | 2.11 | % | 2.54 | % | |||||||||||||||||||||||||||||||
| Net interest income and margin | $ | 73,323 | 3.17 | $ | 77,147 | 3.41 | |||||||||||||||||||||||||||||
Net interest income and margin - (tax equivalent)(2) | $ | 73,870 | 3.19 | $ | 77,826 | 3.44 | |||||||||||||||||||||||||||||
(1)Nonaccrual loans are included in their respective loan category for the purpose of calculating the yield earned. All average balances are daily average balances.
(2)In order to present pre-tax income and resulting yields on tax-exempt investments comparable to those on taxable investments, a tax-equivalent adjustment has been computed. This adjustment also includes income tax credits received on Qualified School Construction Bonds and income from tax-exempt investments, and tax credits were computed using a federal income tax rate of 21%.
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Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and those due to changes in interest rates. The change in interest attributable to rate changes has been determined by applying the change in rate between periods to average balances outstanding in the earlier period. The change in interest due to volume has been determined by applying the rate from the earlier period to the change in average balances outstanding between periods. For purposes of this table, changes attributable to both rate and volume that cannot be segregated, including the difference in day count, have been allocated to rate.
Three Months Ended March 31, 2024 vs. Three Months Ended March 31, 2023 | |||||||||||||||||
(Dollars in thousands) Interest-earning assets | Increase (Decrease) Due To Change In | ||||||||||||||||
| Loans: | Volume | Yield/Rate | Total Change | ||||||||||||||
| Commercial real estate | $ | 1,271 | $ | 3,094 | $ | 4,365 | |||||||||||
| Construction/land/land development | 2,485 | 2,309 | 4,794 | ||||||||||||||
| Residential real estate | 2,631 | 2,520 | 5,151 | ||||||||||||||
| Commercial and industrial | 936 | 2,814 | 3,750 | ||||||||||||||
| Mortgage warehouse lines of credit | 1,313 | 1,461 | 2,774 | ||||||||||||||
| Consumer | (54) | 2 | (52) | ||||||||||||||
| Loans held for sale | (142) | 50 | (92) | ||||||||||||||
| Loans receivable | 8,440 | 12,250 | 20,690 | ||||||||||||||
| Investment securities-taxable | (1,756) | 444 | (1,312) | ||||||||||||||
| Investment securities-non-taxable | (533) | 33 | (500) | ||||||||||||||
| Non-marketable equity securities held in other financial institutions | (116) | 11 | (105) | ||||||||||||||
| Interest-bearing deposits in banks | (687) | 474 | (213) | ||||||||||||||
| Total interest-earning assets | 5,348 | 13,212 | 18,560 | ||||||||||||||
| Interest-bearing liabilities | |||||||||||||||||
| Savings and interest-bearing transaction accounts | 2,200 | 15,364 | 17,564 | ||||||||||||||
| Time deposits | 3,728 | 6,993 | 10,721 | ||||||||||||||
| FHLB advances & other borrowings | (5,336) | (26) | (5,362) | ||||||||||||||
| Subordinated indebtedness | (463) | (76) | (539) | ||||||||||||||
| Total interest-bearing liabilities | 129 | 22,255 | 22,384 | ||||||||||||||
| Net interest income | $ | 5,219 | $ | (9,043) | $ | (3,824) | |||||||||||
Provision for Credit Losses
The provision for credit losses, which includes the provisions for loan credit losses, off-balance sheet commitments credit losses and security credit losses, is based on management’s assessment of the adequacy of our allowance for credit losses (“ACL”) for loans, securities, and our reserve for off-balance-sheet lending commitments. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, reasonable and supportable forecasts, and the funding probability on unfunded lending commitments. The provision for credit losses is charged against earnings in order to maintain our ACL, which reflects management’s best estimate of the life of loan credit losses inherent in our loan portfolio at the balance sheet date, and our reserve for off-balance-sheet lending commitments, which reflects management’s best estimate of losses inherent in our legally binding lending-related commitments. The allowance is increased by the provision for loan credit losses and decreased by charge-offs, net of recoveries.
50
Total provision expense decreased by $3.2 million, to $3.0 million for the three months ended March 31, 2024, from $6.2 million for the three months ended March 31, 2023, with $2.1 million of the decrease attributed to a reduction in provision expense for loan credit losses and $1.1 million due to a combined reduction in the provisions for off-balance sheet items and held to maturity securities. The decline in the provision expense for loan credit losses for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, was primarily due to a $4.4 million decrease in the provision for loans collectively evaluated, partially offset by an increase of $1.3 million in the provision due to higher net charge-offs and an increase of $1.0 million in the provision for loans individually evaluated.
Net charge-offs increased to $2.6 million for the three months ended March 31, 2024, from $1.3 million for the three months ended March 31, 2023, primarily due to increases of $860,000 and $443,000 in net charge-offs on commercial and industrial loans and commercial real estate loans, respectively. The allowance for loan credit losses (“ALCL”) to nonperforming LHFI was 243.27% at March 31, 2024, compared to 538.75% at March 31, 2023, primarily driven by an increase of $23.4 million in our nonperforming LHFI compared to March 31, 2023. The increase in nonperforming loans for the comparative periods was driven by increases of $15.8 million and $5.9 million in nonperforming commercial and industrial loans and residential real estate loans, respectively. Net charge-offs to total average LHFI (annualized) increased to 0.13% for the three months ended March 31, 2024, from 0.07% for the three months ended March 31, 2023.
Noninterest Income
Our primary sources of recurring noninterest income are insurance commission and fee income, service charges and fees, other fee income, and mortgage banking revenue.
The table below presents the various components of and changes in our noninterest income for the periods indicated.
| (Dollars in thousands) | Three Months Ended March 31, | ||||||||||||||||||||||
| Noninterest income: | 2024 | 2023 | $ Change | % Change | |||||||||||||||||||
| Insurance commission and fee income | $ | 7,725 | $ | 7,011 | $ | 714 | 10.2 | % | |||||||||||||||
| Service charges and fees | 4,688 | 4,571 | 117 | 2.6 | |||||||||||||||||||
| Other fee income | 2,247 | 1,974 | 273 | 13.8 | |||||||||||||||||||
| Mortgage banking revenue | 2,398 | 1,781 | 617 | 34.6 | |||||||||||||||||||
| Swap fee income | 57 | 384 | (327) | (85.2) | |||||||||||||||||||
| (Loss) gain on sales of securities, net | (403) | 144 | (547) | N/M | |||||||||||||||||||
| Other income | 543 | 519 | 24 | 4.6 | |||||||||||||||||||
| Total noninterest income | $ | 17,255 | $ | 16,384 | $ | 871 | 5.3 | ||||||||||||||||
____________________________ N/M = Not meaningful. | |||||||||||||||||||||||
Noninterest income for the three months ended March 31, 2024, increased by $871,000, or 5.3%, to $17.3 million, compared to $16.4 million for the three months ended March 31, 2023, primarily due to increases of $714,000 and $617,000 in insurance commission and fee income, and mortgage banking revenue, respectively. The increases were partially offset by a $547,000 increase in loss on sales of securities, net.
Insurance commission and fee income. The $714,000 increase in insurance commission and fee income was mainly due to increases in new commercial accounts combined with higher contingency income earned due to lower claims for catastrophic events experienced by our insurance agency counterparties during the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
Mortgage banking revenue. The $617,000 increase in mortgage banking revenue during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to a $410,000 gain on sale of MSR recorded during the current period. During December 2023 and January 2024, we solicited non-binding indications of interest with respect to the proposed sale of substantially all of our MSR asset. We subsequently sold our MSR asset and recorded a gain on the sale.
(Loss) gain on sales of securities, net. The $547,000 increase in loss on sales of securities, net was primarily driven by the sale of available for sale securities during the three months ended March 31, 2024. In contrast, during the three months ended March 31, 2023, we sold some securities at a gain position, contributing to the variance in results.
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Noninterest Expense
The following table presents the significant components of noninterest expense for the periods indicated:
| (Dollars in thousands) | Three Months Ended March 31, | ||||||||||||||||||||||
| Noninterest expense: | 2024 | 2023 | $ Change | % Change | |||||||||||||||||||
| Salaries and employee benefits | $ | 35,818 | $ | 33,731 | $ | 2,087 | 6.2 | % | |||||||||||||||
| Occupancy and equipment, net | 6,645 | 6,503 | 142 | 2.2 | |||||||||||||||||||
| Data processing | 3,145 | 2,916 | 229 | 7.9 | |||||||||||||||||||
| Office and operations | 2,502 | 2,303 | 199 | 8.6 | |||||||||||||||||||
| Intangible asset amortization | 2,137 | 2,553 | (416) | (16.3) | |||||||||||||||||||
| Regulatory assessments | 1,734 | 951 | 783 | 82.3 | |||||||||||||||||||
| Advertising and marketing | 1,444 | 1,456 | (12) | (0.8) | |||||||||||||||||||
| Professional services | 1,231 | 1,525 | (294) | (19.3) | |||||||||||||||||||
| Loan-related expenses | 905 | 1,465 | (560) | (38.2) | |||||||||||||||||||
| Electronic banking | 1,239 | 1,009 | 230 | 22.8 | |||||||||||||||||||
| Franchise tax expense | 477 | 975 | (498) | (51.1) | |||||||||||||||||||
| Other expenses | 1,430 | 1,373 | 57 | 4.2 | |||||||||||||||||||
| Total noninterest expense | $ | 58,707 | $ | 56,760 | $ | 1,947 | 3.4 | ||||||||||||||||
Noninterest expense for the three months ended March 31, 2024, increased by $1.9 million, or 3.4%, to $58.7 million, compared to $56.8 million for the three months ended March 31, 2023, primarily due to increases of $2.1 million, and $783,000 in salaries and employee benefits and regulatory assessments expense, respectively. The increase was partially offset by $560,000 in loan-related expenses and other various less significant reductions.
Salaries and employee benefits. The $2.1 million increase in salaries and employee benefits expenses was primarily driven by increases of $1.4 million and $656,000 in salary and stock incentive compensation expenses, respectively. The increase in salary expense was mainly attributed to raises given as a result of our annual salary reviews in March 2023, combined with an increase of 26 in the full-time equivalent employees to 1,048 at March 31, 2024, from 1,022 at March 31, 2023. The increase in stock incentive compensation expense was primarily attributed to an update in performance assumptions during the current quarter.
Regulatory assessments. The $783,000 increase in regulatory assessments was driven primarily by an increase in the blended FDIC’s Uniform Assessment rate to 7.13% at March 31, 2024, from 3.77% at March 31, 2023. The largest increase to our blended rate was the 200 basis point increase in the FDIC Uniform Assessment rate charged to all institutions.
Loan-related expenses. The $560,000 decrease in loan-related expense was mainly due to the decrease in loan-related legal fees, which were higher during the three months ended March 31, 2023, due to expense related to one commercial loan relationship. Additionally, the decrease was attributed to a recovery for previously charged-off loans.
Income Tax Expense
For the three months ended March 31, 2024, we recognized income tax expense of $6.2 million, compared to $6.3 million for the three months ended March 31, 2023. The effective tax rate for the three months ended March 31, 2024, was 21.6%, compared to 20.5% for the three months ended March 31, 2023. The increase was primarily due to higher state income taxes as a result of higher state income during the three months ended March 31, 2024, and, additionally, the proportion of our assets that provide a tax benefit relative to our total assets has decreased, diminishing their impact on reducing our overall tax rate.
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Comparison of Financial Condition at March 31, 2024, and December 31, 2023
General
Total assets increased by $169.8 million, or 1.7%, to $9.89 billion at March 31, 2024, from $9.72 billion at December 31, 2023. The increase in total assets is primarily due to an increase of $239.1 million, or 3.1%, in our loans held for investment (“LHFI”). LHFI was $7.90 billion at March 31, 2024, compared to $7.66 billion at December 31, 2023. Also contributing to the increase was an $11.1 million increase, or 3.9%, in cash and cash equivalents. These increases were partially offset by decreases of $62.7 million and $15.6 million in available for sale securities and mortgage servicing rights, respectively. Available for sale securities and mortgage servicing rights were $1.19 billion and zero at March 31, 2024, respectively, compared to $1.25 billion and $15.6 million at December 31, 2023, respectively.
Total deposits increased by $254.3 million, or 3.1%, to $8.51 billion at March 31, 2024, from $8.25 billion at December 31, 2023, primarily due to increases of $152.1 million, $114.6 million and $62.8 million in brokered time deposits, money market deposits and time deposits, respectively. This was partially offset by decreases in Federal Home Loan Bank advances, repurchase obligations and other borrowings of $70.4 million, or 84.3%, to $13.2 million at March 31, 2024, from $83.6 million at December 31, 2023.
Loan Portfolio
Our loan portfolio is our largest category of interest-earning assets, and interest income earned on our loan portfolio is our primary source of income. At March 31, 2024, 77.8% of the loan portfolio held for investment was comprised of commercial and industrial loans, including mortgage warehouse lines of credit, commercial real estate and construction/land/land development loans, which were primarily originated within our legacy market areas of Texas, North Louisiana, and Mississippi, compared to 77.1% at December 31, 2023.
The following table presents the ending balance of our loan portfolio held for investment at the dates indicated.
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | 2024 vs. 2023 | ||||||||||||||||||||||||||||||||
| Real estate: | Amount | Percent | Amount | Percent | $ Change | % Change | |||||||||||||||||||||||||||||
Commercial real estate (“CRE”)(1) | $ | 2,420,788 | 30.6 | % | $ | 2,442,734 | 31.9 | % | $ | (21,946) | (0.9) | % | |||||||||||||||||||||||
Construction/land/land development | 1,168,597 | 14.8 | 1,070,225 | 14.0 | 98,372 | 9.2 | |||||||||||||||||||||||||||||
| Residential real estate | 1,733,297 | 21.9 | 1,734,935 | 22.6 | (1,638) | (0.1) | |||||||||||||||||||||||||||||
| Total real estate | 5,322,682 | 67.3 | 5,247,894 | 68.5 | 74,788 | 1.4 | |||||||||||||||||||||||||||||
| Commercial and industrial | 2,154,151 | 27.3 | 2,059,460 | 26.9 | 94,691 | 4.6 | |||||||||||||||||||||||||||||
| Mortgage warehouse lines of credit | 400,995 | 5.1 | 329,966 | 4.3 | 71,029 | 21.5 | |||||||||||||||||||||||||||||
| Consumer | 22,199 | 0.3 | 23,624 | 0.3 | (1,425) | (6.0) | |||||||||||||||||||||||||||||
| Total LHFI | $ | 7,900,027 | 100.0 | % | $ | 7,660,944 | 100.0 | % | $ | 239,083 | 3.1 | ||||||||||||||||||||||||
(1)Includes owner-occupied CRE of $948.6 million and $953.8 million at March 31, 2024, and 2023 respectively.
At March 31, 2024, total LHFI were $7.90 billion, an increase of $239.1 million, or 3.1%, compared to $7.66 billion at December 31, 2023. The increase was primarily driven by loan growth of $98.4 million, $94.7 million and $71.0 million in construction/land/land development, commercial and industrial loans and mortgage warehouse lines of credit loans, respectively. Total LHFI at March 31, 2024, excluding mortgage warehouse lines of credit, were $7.50 billion, reflecting an increase of $168.1 million, or 2.3%, compared to December 31, 2023. Our lending focus continues to be on operating companies, including commercial loans and lines of credit, as well as owner-occupied commercial real estate loans.
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A significant portion, 30.6%, of our LHFI portfolio at March 31, 2024, consisted of CRE loans secured by real estate properties. Such loans can involve high principal loan amounts, and the repayment of these loans is dependent, in large part, on a borrower’s ongoing business operations or on income generated from the properties that are leased to third parties.
The table below sets forth the CRE loan portfolio, by portfolio industry sector and collateral location as of March 31, 2024.
| March 31, 2024 | |||||||||||||||||||||||||||||
| (Dollars in thousands) | Louisiana State | Mississippi State | Texas State | All other states | Total | ||||||||||||||||||||||||
| Non-owner occupied CRE: | |||||||||||||||||||||||||||||
| Office building | $ | 21,795 | $ | 49,053 | $ | 285,951 | $ | 21,014 | $ | 377,813 | |||||||||||||||||||
| Retail shopping | 47,553 | 35,254 | 197,893 | 105,304 | 386,004 | ||||||||||||||||||||||||
| Real estate & construction | 37,514 | 5,041 | 149,984 | 53,275 | 245,814 | ||||||||||||||||||||||||
| Healthcare | 47,421 | 5,845 | 94,780 | 35,661 | 183,707 | ||||||||||||||||||||||||
| Hotels | 51,191 | 36,521 | 6,951 | 9,783 | 104,446 | ||||||||||||||||||||||||
| All others sectors | 15,149 | 9,422 | 113,250 | 36,559 | 174,380 | ||||||||||||||||||||||||
| Total non-owner occupied CRE | 220,623 | 141,136 | 848,809 | 261,596 | 1,472,164 | ||||||||||||||||||||||||
| Owner-occupied CRE: | |||||||||||||||||||||||||||||
| Real estate & construction | 44,195 | 21,790 | 174,572 | 13,974 | 254,531 | ||||||||||||||||||||||||
| Retail shopping | 15,067 | 188 | 120,731 | 1,867 | 137,853 | ||||||||||||||||||||||||
| Consumer Services | 23,227 | 4,683 | 47,604 | — | 75,514 | ||||||||||||||||||||||||
| Entertainment & Recreation | 22,857 | 10,537 | 37,621 | — | 71,015 | ||||||||||||||||||||||||
| All others sectors | 118,458 | 24,703 | 204,307 | 62,243 | 409,711 | ||||||||||||||||||||||||
| Total owner-occupied CRE | 223,804 | 61,901 | 584,835 | 78,084 | 948,624 | ||||||||||||||||||||||||
| Total CRE loans | $ | 444,427 | $ | 203,037 | $ | 1,433,644 | $ | 339,680 | $ | 2,420,788 | |||||||||||||||||||
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Loan Portfolio Maturity Analysis
The table below presents the maturity distribution of our LHFI at March 31, 2024. The table also presents the portion of our loans that have fixed interest rates, rather than interest rates that fluctuate over the life of the loans, based on changes in the interest rate environment.
| March 31, 2024 | |||||||||||||||||||||||||||||
| (Dollars in thousands) | One Year or Less | After One Year Through Five Years | After Five Years Through Fifteen Years | After Fifteen Years | Total | ||||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||||||||
| Commercial real estate | $ | 352,159 | $ | 1,599,118 | $ | 451,784 | $ | 17,727 | $ | 2,420,788 | |||||||||||||||||||
| Construction/land/land development | 319,867 | 691,421 | 120,545 | 36,764 | 1,168,597 | ||||||||||||||||||||||||
| Residential real estate | 96,291 | 733,557 | 98,754 | 804,695 | 1,733,297 | ||||||||||||||||||||||||
| Total real estate | 768,317 | 3,024,096 | 671,083 | 859,186 | 5,322,682 | ||||||||||||||||||||||||
| Commercial and industrial | 828,523 | 1,224,465 | 101,032 | 131 | 2,154,151 | ||||||||||||||||||||||||
| Mortgage warehouse lines of credit | 400,995 | — | — | — | 400,995 | ||||||||||||||||||||||||
| Consumer | 8,060 | 13,130 | 533 | 476 | 22,199 | ||||||||||||||||||||||||
| Total LHFI | $ | 2,005,895 | $ | 4,261,691 | $ | 772,648 | $ | 859,793 | $ | 7,900,027 | |||||||||||||||||||
| Amounts with fixed rates | $ | 427,655 | $ | 2,364,936 | $ | 439,934 | $ | 158,497 | $ | 3,391,022 | |||||||||||||||||||
| Amounts with variable rates | 1,578,240 | 1,896,755 | 332,714 | 701,296 | 4,509,005 | ||||||||||||||||||||||||
| Total | $ | 2,005,895 | $ | 4,261,691 | $ | 772,648 | $ | 859,793 | $ | 7,900,027 | |||||||||||||||||||
Nonperforming Assets
Nonperforming assets consist of nonperforming/nonaccrual loans and property acquired through foreclosures or repossession, as well as bank-owned property not in use and listed for sale.
Loans are placed on nonaccrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions, and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans may be placed on nonaccrual status even if the contractual payments are not past due if information becomes available that causes substantial doubt about the borrower’s ability to meet the contractual obligations of the loan. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Past due status is based on the contractual terms of the loan. Interest income on nonaccrual loans may be recognized to the extent cash payments are received, but payments received are usually applied to principal. Nonaccrual loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. If a loan is determined by management to be uncollectible, regardless of size, the portion of the loan determined to be uncollectible is then charged to the ALCL.
Purchased loans that have experienced more than insignificant credit deterioration since origination are purchased credit deteriorated (“PCD”) loans. The Company evaluates acquired loans for deterioration in credit quality based on any of, but not limited to, the following: (1) nonaccrual status; (2) borrowers are experiencing financial difficulty which results in modification to the loan terms; (3) risk ratings of special mention, substandard or doubtful; (4) watchlist credits; and (5) delinquency status, including loans that are current on merger/acquisition date, but had previously been 60 days delinquent twice. An allowance for credit losses is determined using the same methodology as other individually evaluated loans. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. We held approximately $32.1 million of unpaid principal balance PCD loans at March 31, 2024, and $34.8 million of unpaid principal balance PCD loans at December 31, 2023.
We manage the quality of our lending portfolio in part through a disciplined underwriting policy and through continual monitoring of loan performance and borrowers’ financial condition. There can be no assurance, however, that our loan portfolio will not become subject to losses due to declines in economic conditions or deterioration in the financial condition of our borrowers.
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The following table shows our nonperforming loans and nonperforming assets at the dates indicated:
(Dollars in thousands) | |||||||||||
Nonperforming LHFI: | March 31, 2024 | December 31, 2023 | |||||||||
| Commercial real estate | $ | 4,474 | $ | 786 | |||||||
| Construction/land/land development | 383 | 305 | |||||||||
| Residential real estate | 14,918 | 13,037 | |||||||||
| Commercial and industrial | 20,560 | 15,897 | |||||||||
| Consumer | 104 | 90 | |||||||||
Total nonperforming LHFI | 40,439 | 30,115 | |||||||||
Other real estate owned: | |||||||||||
| Commercial real estate, construction/land/land development | 3,068 | 3,068 | |||||||||
| Residential real estate | 867 | 846 | |||||||||
Total other real estate owned | 3,935 | 3,914 | |||||||||
Other repossessed assets owned | — | 15 | |||||||||
Total repossessed assets owned | 3,935 | 3,929 | |||||||||
Total nonperforming assets | $ | 44,374 | $ | 34,044 | |||||||
Total LHFI | $ | 7,900,027 | $ | 7,660,944 | |||||||
Ratio of nonperforming LHFI to total LHFI | 0.51 | % | 0.39 | % | |||||||
Ratio of nonperforming assets to total assets | 0.45 | 0.35 | |||||||||
Nonperforming LHFI increased $10.3 million at March 31, 2024, compared to December 31, 2023, and nonperforming LHFI to LHFI increased to 0.51% compared to 0.39%. The $10.3 million increase in non-performing loans was primarily driven by 12 loan relationships being placed on non-accrual during the current period, seven contributing to the $4.7 million increase in commercial and industrial loans, and five contributing to the $3.7 million increase in commercial real estate loans. Please see Note 4 — Loans to our consolidated financial statements contained in Part I, Item 1 of this report for more information on nonperforming loans.
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Potential Problem Loans
From a credit risk standpoint, we classify loans using risk grades which fall into one of five categories: pass, special mention, substandard, doubtful or loss. The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. We review the ratings on loans and adjust them to reflect the degree of risk and loss that is felt to be inherent or expected in each loan. The methodology is structured, so that reserve allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss). Loans rated special mention reflect borrowers who exhibit credit weaknesses or downward trends deserving close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the bank’s credit position at some future date. While potentially weak, no loss of principal or interest is envisioned, and these borrowers currently do not pose sufficient risk to warrant adverse classification. Loans rated substandard are those borrowers with deteriorating trends and well-defined weaknesses that jeopardize the orderly liquidation of debt. A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any, and where normal repayment from the borrower might be in jeopardy.
Loans rated as doubtful have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable, and there is a high probability of loss based on currently existing facts, conditions and values. Loans classified as loss are charged-off, and we have no expectation of the recovery of any payments with respect to loans rated as loss. Information regarding the internal risk ratings of our loans at March 31, 2024, is included in Note 4 — Loans to our consolidated financial statements contained in Part I, Item 1 of this report.
Allowance for Loan Credit Losses
The ALCL represents the estimated losses for loans accounted for on an amortized cost basis. Expected losses are calculated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We evaluate LHFI on a pool basis with pools of loans characterized by loan type, collateral, industry, internal credit risk rating and FICO score. We apply a probability of default, loss given default loss methodology, to the loan pools at March 31, 2024. Historical loss rates for each pool are calculated based on charge-off and recovery data beginning with the second quarter of 2012. These loss rates are adjusted for the effects of certain economic variables forecast over a one-year period, particularly for differences between current period conditions and the conditions existing during the historical loss period. Subsequent to the forecast effects, historical loss rates are used to estimate losses over the estimated remaining lives of the loans. The estimated remaining lives consist of the contractual lives, adjusted for estimated prepayments. Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Certain of these loans are considered to be collateral dependent, with the borrower experiencing financial difficulty. For these loans, the fair value of collateral practical expedient is elected whereby the allowance is calculated as the amount by which the amortized cost exceeds the fair value of collateral, less costs to sell (if applicable). Those individual loans that are not collateral dependent are evaluated based on a discounted cash flow methodology.
The amount of the ALCL is affected by loan charge-offs, which decrease the allowance, recoveries on loans previously charged off, which increase the allowance, as well as the provision for loan credit losses charged to income, which increases the allowance. In determining the provision for loan credit losses, management monitors fluctuations in the allowance resulting from actual charge-offs and recoveries and periodically reviews the size and composition of the loan portfolio in light of current and forecasted economic conditions. If actual losses exceed the amount of the ALCL, it would materially and adversely affect our earnings.
Acquisition Accounting and Acquired Loans. We account for our mergers/acquisitions under Financial Accounting Standards Board (“FASB”) ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. In accordance with ASC 326, we record a discount or premium, and also an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.
Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An ALCL is determined using the same methodology as other individually evaluated loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized or accreted into interest income over the life of the loan. Subsequent changes to the ALCL are recorded through the provision for credit losses.
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As a general rule, when it becomes evident that the full principal and accrued interest of a loan may not be collected, or at 90 days past due, we will reflect that loan as nonperforming. It will remain nonperforming until it performs in a manner that it is reasonable to expect that we will collect principal and accrued interest in full. When the amount or likelihood of a loss on a loan has been confirmed, a charge-off will be taken in the period it is determined.
We establish general allocations for each major loan category and credit quality. The general allocation is based, in part, on historical charge-off experience and loss given default methodology, derived from our internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. We give consideration to trends, changes in loan mix, delinquencies, prior losses, reasonable and supportable forecasts and other related information.
In connection with the review of our loan portfolio, we consider risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements we consider include:
•for commercial real estate loans, the debt service coverage ratio, operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;
•for construction, land and land development loans, the perceived feasibility of the project, including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio;
•for residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral;
•for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral; and
•for mortgage warehouse loans, the borrower’s adherence to agency or investor underwriting guidelines, while the risk associated with the underlying consumer mortgage loan repayments, similar to other consumer loans, depends on the borrower’s financial stability and are more likely than commercial loans to be adversely affected by divorce, job loss, illness and other personal hardships.
The ALCL to nonperforming LHFI decreased to 243.3% at March 31, 2024, compared to 321.7% at December 31, 2023, primarily driven by an increase of $10.3 million in the Company’s nonperforming LHFI as explained in the preceding Nonperforming Assets section, offset by an increase of $1.5 million in the ALCL during the three months ended March 31, 2024, primarily due to a $1.0 million increase in the individually evaluated portion of the reserve when compared to December 31, 2023.
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The following table presents an analysis of the ALCL and other related data at the periods indicated.
| (Dollars in thousands) | Three Months Ended March 31, | Year Ended December 31, | |||||||||||||||
| ALCL | 2024 | 2023 | 2023 | ||||||||||||||
| Balance at beginning of period | $ | 96,868 | $ | 87,161 | $ | 87,161 | |||||||||||
| Provision for loan credit losses | 4,089 | 6,158 | 17,514 | ||||||||||||||
| Charge-offs: | |||||||||||||||||
| Commercial real estate | 455 | 42 | 42 | ||||||||||||||
| Residential real estate | — | — | 27 | ||||||||||||||
| Commercial and industrial | 6,181 | 2,169 | 11,833 | ||||||||||||||
| Consumer | 47 | 82 | 147 | ||||||||||||||
| Total charge-offs | 6,683 | 2,293 | 12,049 | ||||||||||||||
| Recoveries: | |||||||||||||||||
| Commercial real estate | 30 | 60 | 140 | ||||||||||||||
| Construction/land/land development | — | — | 3 | ||||||||||||||
| Residential real estate | 4 | 5 | 17 | ||||||||||||||
| Commercial and industrial | 4,064 | 912 | 4,068 | ||||||||||||||
| Consumer | 3 | 5 | 14 | ||||||||||||||
| Total recoveries | 4,101 | 982 | 4,242 | ||||||||||||||
| Net charge-offs | 2,582 | 1,311 | 7,807 | ||||||||||||||
| Balance at end of period | $ | 98,375 | $ | 92,008 | $ | 96,868 | |||||||||||
| Ratio of allowance for loan credit losses to: | |||||||||||||||||
| Nonperforming LHFI | 243.27 | % | 538.75 | % | 321.66 | % | |||||||||||
| LHFI | 1.25 | 1.25 | 1.26 | ||||||||||||||
| Net charge-offs (annualized) as a percentage of: | |||||||||||||||||
| Provision for loan credit loss | 63.15 | 21.29 | 44.58 | ||||||||||||||
| ALCL | 10.56 | 5.78 | 8.06 | ||||||||||||||
| Average LHFI | 0.13 | 0.07 | 0.10 | ||||||||||||||
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Securities
Our securities portfolio totaled $1.21 billion at March 31, 2024, representing a decrease of $62.7 million, or 4.9%, from $1.27 billion at December 31, 2023. The decrease was primarily due to sales, maturities and calls, as well as normal principal paydowns during the three months ended March 31, 2024. Securities totaling $21.3 million were sold during the first quarter of 2024, and we realized a net loss of $403,000 on the sale.
Our available for sale portfolio totaled $1.19 billion at March 31, 2024, and represented 98.5% of our total security portfolio and is comprised of 48.7% mortgage-backed, 23.3% municipal, 5.2% treasury/agency, 14.1% collateralized mortgage obligations and 8.7% corporate/asset-backed securities. Our available for sale portfolio totaled $1.25 billion at December 31, 2023, and represented 98.6% of our total security portfolio and is comprised of 47.8% mortgage-backed, 22.5% municipal, 6.4% treasury/agency, 13.2% collateralized mortgage obligations and 10.1% corporate/asset-backed securities.
All of our mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored entities. We do not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, Alt-A, or second lien elements in our investment portfolio. As of March 31, 2024, our investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages.
The securities portfolio had a weighted average effective duration of 4.34 years at March 31, 2024, compared to 4.28 years at December 31, 2023. For additional information regarding our securities portfolio, please see Note 3 — Securities in the condensed notes to our consolidated financial statements contained in Part I, Item 1 of this report.
Deposits
Deposits are the primary funding source used to fund our loans, investments and operating needs. We offer a variety of products designed to attract and retain both consumer and commercial deposit customers. These products consist of noninterest and interest-bearing checking accounts, savings deposits, money market accounts and time deposits. Deposits are primarily gathered from individuals, partnerships and corporations in our market areas. We also obtain deposits from local municipalities and state agencies.
Total deposits increased at March 31, 2024, compared to December 31, 2023, primarily due to increases of $152.1 million, $114.6 million and $62.8 million in brokered time deposits, money market deposits and time deposits, respectively. Typically, higher interest rates and sustained inflation will cause customers to move liquid asset balances into higher interest-earning vehicles such as money market funds.
The following table presents our deposit mix at the dates indicated:
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Balance | % of Total | Balance | % of Total | $ Change | % Change | |||||||||||||||||||||||||||||
Noninterest-bearing demand | $ | 1,887,066 | 22.2 | % | $ | 1,919,638 | 23.3 | % | $ | (32,572) | (1.7) | % | |||||||||||||||||||||||
Money market | 2,887,438 | 33.9 | 2,772,807 | 33.6 | 114,631 | 4.1 | |||||||||||||||||||||||||||||
Interest-bearing demand | 1,816,975 | 21.4 | 1,875,864 | 22.7 | (58,889) | (3.1) | |||||||||||||||||||||||||||||
Time deposits | 1,030,656 | 12.1 | 967,901 | 11.7 | 62,755 | 6.5 | |||||||||||||||||||||||||||||
| Brokered time deposits | 597,110 | 7.0 | 444,989 | 5.4 | 152,121 | N/M | |||||||||||||||||||||||||||||
Savings | 286,219 | 3.4 | 269,926 | 3.3 | 16,293 | 6.0 | |||||||||||||||||||||||||||||
Total deposits | $ | 8,505,464 | 100.0 | % | $ | 8,251,125 | 100.0 | % | $ | 254,339 | 3.1 | ||||||||||||||||||||||||
__________________ N/M = Not meaningful. | |||||||||||||||||||||||||||||||||||
We manage our interest expense on deposits through specific deposit product pricing that is based on competitive pricing, economic conditions and current and anticipated funding needs. We may use interest rates as a mechanism to attract or deter additional deposits based on our anticipated funding needs and liquidity position. We also consider potential interest rate risk caused by extended maturities of time deposits when setting the interest rates in periods of future economic uncertainty.
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The following table reflects the classification of our average deposits and the average rate paid on each deposit category for the periods indicated:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Average Balance | Interest Expense | Average Rate Paid | Average Balance | Interest Expense | Average Rate Paid | |||||||||||||||||||||||||||||
Interest-bearing demand | $ | 1,855,673 | $ | 15,566 | 3.37 | % | $ | 1,787,927 | $ | 9,731 | 2.21 | % | |||||||||||||||||||||||
Money market | 2,875,223 | 29,411 | 4.11 | 2,557,451 | 18,071 | 2.87 | |||||||||||||||||||||||||||||
Time deposits | 1,004,112 | 9,475 | 3.80 | 827,190 | 4,577 | 2.24 | |||||||||||||||||||||||||||||
| Brokered time deposits | 559,880 | 7,450 | 5.35 | 149,715 | 1,626 | 4.40 | |||||||||||||||||||||||||||||
Savings | 278,221 | 940 | 1.36 | 303,019 | 552 | 0.74 | |||||||||||||||||||||||||||||
Total interest-bearing | 6,573,109 | 62,842 | 3.85 | 5,625,302 | 34,557 | 2.49 | |||||||||||||||||||||||||||||
Noninterest-bearing demand | 1,866,496 | — | 2,392,176 | — | |||||||||||||||||||||||||||||||
Total average deposits | $ | 8,439,605 | $ | 62,842 | 2.99 | $ | 8,017,478 | $ | 34,557 | 1.75 | |||||||||||||||||||||||||
Our average deposit balance was $8.44 billion for the three months ended March 31, 2024, an increase of $422.1 million, or 5.3%, from $8.02 billion for the three months ended March 31, 2023. The average annualized rate paid on our interest-bearing deposits for the three months ended March 31, 2024, was 3.85%, compared to 2.49% for the three months ended March 31, 2023.
The increase in the average cost of our deposits was primarily the result of the rapidly rising interest rate environment experienced since March 2022, when the Federal Reserve Board started a series of eleven Federal Funds target range rate increases cumulating in a 525 basis point increase to the current target range of 5.25% to 5.50%.
Average noninterest-bearing deposits during the three months ended March 31, 2024, were $1.87 billion, compared to $2.39 billion at March 31, 2023, a decrease of $525.7 million, or 22.0%, and represented 22.1% and 29.8% of average total deposits for the three months ended March 31, 2024 and 2023, respectively. Noninterest-bearing deposits are impacted by the higher interest rate environment, as customers move out of noninterest-bearing deposit balances into higher interest-earning investments.
Borrowings
Borrowed funds are summarized as follows:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | |||||||||
| Short-term FHLB advances | $ | — | $ | 70,000 | |||||||
| Long-term FHLB advances | 6,406 | 6,474 | |||||||||
| Overnight repurchase agreements with depositors | 6,752 | 7,124 | |||||||||
| Total FHLB advances and other borrowings | $ | 13,158 | $ | 83,598 | |||||||
| Subordinated indebtedness, net | $ | 160,684 | $ | 194,279 | |||||||
At December 31, 2023, the Company had $34.7 million in subordinated promissory notes that were assumed in the merger with BTH (“BTH Notes”) with origination dates ranging from June 2015 to June 2021. After the five-year anniversary of issuance, the Company can redeem the BTH Notes in part or in full at the Company’s discretion and, if applicable, subject to receipt of any required regulatory approvals. Primarily due to the declining Tier 2 capital contribution of the BTH Notes, the Company elected to redeem all but $1.1 million of the BTH Notes during the three months ended March 31, 2024.
At March 31, 2024 and December 31, 2023, we were eligible to borrow an additional $2.09 billion and $2.01 billion, respectively, from the FHLB.
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Liquidity and Capital Resources
Overview
Management oversees our liquidity position to ensure adequate cash and liquid assets are available to support our operations and satisfy current and future financial obligations, including demand for loan funding and deposit withdrawals. Management continually monitors, forecasts and tests our liquidity and non-core dependency ratios to ensure compliance with targets established by our Asset-Liability Management Committee and approved by our board of directors.
Management measures our liquidity position by giving consideration to both on-balance sheet and off-balance sheet sources of, and demands for, funds on a daily and weekly basis.
The Company, which is a separate legal entity apart from the Bank, must provide for its own liquidity, including payment of any dividends that may be declared for its common stockholders and interest and principal on any outstanding debt or trust preferred securities incurred by the Company. The cash held at the holding Company is available for general corporate purposes described above, as well as providing capital support to the Bank. In addition, the Company has a line of credit under the terms of which the loan amount shall not exceed an aggregate principal balance of $100 million, consisting of an initial $50 million extension of credit and any one or more potential incremental revolving loan amounts that the lender may make in its sole discretion, up to an aggregate principal of $50 million, upon the request of the Company.
The table below shows the liquidity measures for the Company at the dates indicated:
(Dollars in thousands) | March 31, 2024 | December 31, 2023 | |||||||||
Available cash balances at the holding company (unconsolidated) | $ | 54,780 | $ | 87,698 | |||||||
Cash and liquid securities as a percentage of total assets | 10.4 | % | 10.9 | % | |||||||
There are regulatory restrictions on the ability of the Bank to pay dividends under federal and state laws, regulations and policies; please see Note 11 — Capital and Regulatory Matters in the condensed notes to our consolidated financial statements for more information on the availability of Bank dividends.
Liquidity Sources
In addition to cash generated from operations, we utilize a number of funding sources to manage our liquidity, including core deposits, investment securities, cash and cash equivalents, loan repayments, federal funds lines of credit available from other financial institutions, as well as advances from the FHLB. We also have access to the discount window and the Bank Term Funding Program (“BTFP”) at the Federal Reserve Bank (“FRB”) as sources of short-term funding.
Core deposits, which are total deposits excluding time deposits greater than $250,000 and brokered deposits, are a major source of funds used to meet our cash flow needs. Maintaining the ability to acquire these funds as needed in a variety of markets is the key to assuring our liquidity.
Our investment portfolio is another source for meeting our liquidity needs. Monthly payments on mortgage-backed securities are used for short-term liquidity, and our investments are generally traded in active markets that offer a readily available source of cash liquidity through sales, if needed. Securities in our investment portfolio are also used to secure certain deposit types, such as deposits from state and local municipalities, and can be pledged as collateral for other borrowing sources.
Other sources available for meeting liquidity needs include long- and short-term advances from the FHLB and unsecured federal funds lines of credit. Long-term funds obtained from the FHLB are primarily used as an alternative source to fund long-term growth of the balance sheet by supporting growth in loans and other long-term interest-earning assets. We typically rely on such funding when the cost of such borrowings compares favorably to the rates that we would be required to pay for other funding sources, including certain deposits.
We also had unsecured federal funds lines of credit available to us, with no amounts outstanding at either March 31, 2024, or December 31, 2023. These lines of credit primarily provide short-term liquidity and, in order to ensure the availability of these funds, we test these lines of credit at least annually. Interest is charged at the prevailing market rate on federal funds purchased and FHLB advances.
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Additionally, at March 31, 2024, we had the ability to borrow $1.49 billion from the discount window at the Federal Reserve Bank of Dallas (“FRB”), with $1.72 billion in commercial and industrial loans pledged as collateral. There were no borrowings against this line at March 31, 2024, or December 31, 2023.
In the normal course of business as a financial services provider, we enter into financial instruments, such as certain contractual obligations and commitments to extend credit and letters of credit, to meet the financing needs of our customers. These commitments involve elements of credit risk, interest rate risk and liquidity risk. Some instruments may not be reflected in our consolidated financial statements until they are funded, and a significant portion of commitments to extend credit may expire without being drawn, although they expose us to varying degrees of credit risk and interest rate risk in much the same way as funded loans. Please see Note 12 — Commitments and Contingencies in the condensed notes to our consolidated financial statements for more information on our off balance sheet commitments.
Stockholders’ Equity
Stockholders’ equity provides a source of permanent funding, allows for future growth and provides a degree of protection to withstand unforeseen adverse developments. Changes in stockholders’ equity is reflected below:
| (Dollars in thousands) | Total Stockholders’ Equity | ||||
| Balance at January 1, 2024 | $ | 1,062,905 | |||
| Net income | 22,632 | ||||
| Other comprehensive loss, net of tax | (3,886) | ||||
Dividends declared - common stock ($0.15 per share) | (4,726) | ||||
| Stock compensation, net | 1,928 | ||||
Balance at March 31, 2024 | $ | 1,078,853 | |||
Please see Part II, Item 2. “Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities” below for information on the Company’s stock repurchase program.
Regulatory Capital Requirements
Together with the Bank, we are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements may result in certain actions by regulators that, if enforced, could have a direct material effect on our financial statements. At March 31, 2024 and December 31, 2023, we and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank was classified as “well capitalized” for purposes of the prompt corrective action regulations of the Federal Reserve. As we deploy capital and continue to grow operations, regulatory capital levels may decrease depending on the level of earnings. However, we expect to monitor and control growth in order to remain “well capitalized” under applicable regulatory guidelines and in compliance with all applicable regulatory capital standards. While we are currently classified as “well capitalized,” an extended economic recession could adversely impact our reported and regulatory capital ratios.
The following table presents our regulatory capital ratios, as well as those of the Bank, at the dates indicated:
(Dollars in thousands) | March 31, 2024 | December 31, 2023 | |||||||||||||||||||||
Origin Bancorp, Inc. | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
Common equity Tier 1 capital (to risk-weighted assets) | $ | 1,034,347 | 11.97 | % | $ | 1,012,916 | 11.83 | % | |||||||||||||||
Tier 1 capital (to risk-weighted assets) | 1,050,183 | 12.15 | 1,028,729 | 12.01 | |||||||||||||||||||
Total capital (to risk-weighted assets) | 1,294,542 | 14.98 | 1,286,604 | 15.02 | |||||||||||||||||||
Tier 1 capital (to average total consolidated assets) | 1,050,183 | 10.66 | 1,028,729 | 10.50 | |||||||||||||||||||
Origin Bank | |||||||||||||||||||||||
Common equity Tier 1 capital (to risk-weighted assets) | $ | 1,040,139 | 12.08 | % | $ | 1,019,732 | 11.95 | % | |||||||||||||||
Tier 1 capital (to risk-weighted assets) | 1,040,139 | 12.08 | 1,019,732 | 11.95 | |||||||||||||||||||
Total capital (to risk-weighted assets) | 1,209,498 | 14.05 | 1,188,000 | 13.92 | |||||||||||||||||||
Tier 1 capital (to average total consolidated assets) | 1,040,139 | 10.60 | 1,019,732 | 10.45 | |||||||||||||||||||
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Critical Accounting Policies and Estimates
SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.
Our accounting policies are fundamental to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. Please see Note 1 — Significant Accounting Policies in the notes to our consolidated financial statements included in the Company's 2023 Form 10-K filed with the SEC for more information about our critical accounting policies and use of estimates.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Sensitivity and Market Risk
As a financial institution, our primary component of market risk is interest rate volatility. Our financial management policy provides management with guidelines for effective funds management and we have established a measurement system for monitoring the net interest rate sensitivity position.
Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short-term to maturity. Interest rate risk is the potential for economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the consolidated balance sheets to minimize the inherent risk while at the same time maximizing income.
We manage exposure to interest rates by structuring the consolidated balance sheet in the ordinary course of business. We may utilize derivative financial instruments as part of an ongoing effort to mitigate interest rate risk exposure to interest rate fluctuations and facilitate the needs of our customers. For more information about our derivative financial instruments, see Note 8 — Derivative Financial Instruments in the notes to our consolidated financial statements contained in Part I, Item 1 of this report. Based on the nature of operations, we are not subject to foreign exchange or commodity price risk.
Our exposure to interest rate risk is managed by the Bank’s Asset-Liability Management Committee in accordance with policies approved by the Bank’s board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors.
The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. We employ methodologies to manage interest rate risk, which includes an analysis of relationships between interest-earning assets and interest-bearing liabilities, and an interest rate shock simulation model.
We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Our interest rate risk modeling incorporates a number of assumptions, including the repricing sensitivity of certain assets and liabilities, asset prepayment speeds, and the expected average life of non-maturity deposits. The assumptions used are inherently uncertain, and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.
On a quarterly basis, we run various simulation models, including a static balance sheet and a dynamic growth balance sheet. These models test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static model, rates are shocked instantaneously and ramped rates change over a twelve-month and twenty-four-month horizon based upon parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Additionally, we run a non-parallel simulation involving analysis of interest income and expense under various changes in the shape of the yield curve. Internal policy regarding interest rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 8.0% for a 100 basis point shift, 15.0% for a 200 basis point shift, 20.0% for a 300 basis point shift, and 25.0% for a 400 basis point shift. We continue to monitor our asset sensitivity and evaluate strategies to prevent being significantly impacted by future changes in interest rates.
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The following table summarizes the impact of an instantaneous, sustained simulated change in net interest income and fair value of equity over a 12-month horizon at the date indicated.
| March 31, 2024 | |||||||||||
Change in Interest Rates (basis points) | % Change in Net Interest Income | % Change in Fair Value of Equity | |||||||||
| +400 | 20.6 | % | (7.0) | % | |||||||
| +300 | 15.5 | (5.3) | |||||||||
| +200 | 10.3 | (3.4) | |||||||||
| +100 | 1.9 | (2.9) | |||||||||
Base | |||||||||||
| -100 | (5.6) | 1.3 | |||||||||
| -200 | (4.0) | 5.2 | |||||||||
| -300 | (6.0) | 7.7 | |||||||||
| -400 | (7.2) | 10.8 | |||||||||
We have found that, historically, interest rates on deposits do not change completely in tandem with the changes in the discount and federal funds rates. Overall, interest rates on deposits typically experience lower rate increases than a cumulative full-cycle rising-rate environment exhibits. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis, meaning that process by which we measure the gap between interest rate sensitive assets versus interest rate sensitive liabilities. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and the application and timing of various strategies.
Economic conditions and growth prospects are currently impacted by record inflation and recessionary concerns. Increasing interest rates and rising building costs have caused some slowing in the single family housing market. Furthermore, worker shortages especially in the restaurant, hospitality and retail industries, combined with supply chain disruptions impacting numerous industries, and inflationary conditions has had some impact on the level of economic growth. Ongoing higher inflation levels and higher interest rates could have a negative impact on both our consumer and commercial borrowers.
The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the loan and deposit rates offered by financial institutions and the fair value of our available for sale securities. The Federal Funds target rate range has increased 525 basis points starting with the Federal Reserve Board’s first rate increase in 2022, and in order to remain competitive as market interest rates increased, we increased interest rates paid on our deposits.
Impact of Inflation
Our financial statements included herein have been prepared in accordance with U.S. GAAP, which presently requires us to measure the majority of our financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered.
Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the general level of inflation. However, inflation affects financial institutions by increasing their cost of goods and services purchased, as well as the cost of salaries and benefits, occupancy expense, and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings, and stockholders’ equity. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities.
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Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures — As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this report.
Our management, including the Chief Executive Officer and Chief Financial Officer, identified no change in our internal control over financial reporting that occurred during the three month period ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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PART II: OTHER INFORMATION
Item 1. Legal Proceedings
Refer to Note 12 — Commitments and Contingencies - Loss Contingencies in the Condensed Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for additional information regarding legal proceedings not reportable under this Item.
Item 1A. Risk Factors
There are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2023 Form 10-K.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
In July 2022, the Board of Directors of the Company authorized a stock repurchase program pursuant to which the Company may, from time to time, purchase up to $50 million of its outstanding common stock. The shares may be repurchased in the open market or in privately negotiated transactions from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the SEC. The stock repurchase program is intended to expire in three years but may be terminated or amended by the Board of Directors at any time. The stock repurchase program does not obligate the Company to purchase any shares at any time.
There were no stock repurchases during the quarter ended March 31, 2024.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Pursuant to Item 408(a) of Regulation S-K, none of our directors or executive officers adopted terminated
modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2024.
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | The following financial information from Origin Bancorp, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, is formatted in Inline XBRL: (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income (Loss), (iv) the Unaudited Consolidated Statements of Changes in Stockholders' Equity, (v) the Unaudited Consolidated Statements of Cash Flows, and (vi) the Condensed Notes to Unaudited Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Origin Bancorp, Inc. | ||||||||
| Date: | May 7, 2024 | By: | /s/ Drake Mills | ||||||||
| Drake Mills | |||||||||||
| Chairman, President and Chief Executive Officer | |||||||||||
| Date: | May 7, 2024 | By: | /s/ William J. Wallace, IV | ||||||||
| William J. Wallace, IV | |||||||||||
| Senior Executive Officer and Chief Financial Officer | |||||||||||
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Exhibit 10.1
ORIGIN BANCORP, INC.
OMNIBUS INCENTIVE PLAN
Stock Incentive Agreement
OMNIBUS INCENTIVE PLAN
Stock Incentive Agreement
for Director Restricted Stock Award
This Agreement is made this [ ] (the “Date of Grant”) by and between Origin Bancorp, Inc. (the “Company”) and [ ] (the “Grantee”) pursuant to the Origin Bancorp, Inc. Omnibus Incentive Plan (the “Plan”).
ARTICLE I
TERMS OF GRANT
TERMS OF GRANT
1.1 Name of Grantee: [ ]
1.2 Date of Grant: [ ]
1.3 Type of Equity Granted: Restricted Stock Award
1.4 Number of Equity Shares Granted: [ ]
1.5 Value of Grant as of Grant Date: [ ]
1.6 Vesting Schedule: 100% vested on [ ] annual shareholder meeting date (the “Vesting Date”)
ARTICLE II
RESTRICTED STOCK
RESTRICTED STOCK
2.1 Grant of Restricted Stock. The Award under this Agreement grants to Grantee the number of shares of Restricted Stock of the Company as provided in Section 1.4 above, subject to the terms and conditions provided herein.
2.2 Issue Price. The Grantee shall not be required to pay any issue price to the Company in exchange for the Restricted Stock granted hereunder.
2.3 Distributions and Voting Rights.
(a) If any dividends or other distributions are paid with respect to shares of Stock while the shares of Restricted Stock are unvested, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Restricted Stock shall be credited to a bookkeeping account and held (without interest) by the Company for the account of Grantee. Such amounts shall be subject to the same vesting and forfeiture provisions as the shares of Restricted Stock to which they relate. The number of dividends credited to the Grantee’s account shall be paid to the Grantee, in cash, only upon the applicable Vesting Date in accordance with the provisions of Section 2.5 below. No dividends or other distributions shall be payable to or for the benefit of the Grantee for shares of Restricted Stock with respect to record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Grantee has forfeited those shares of Restricted Stock.
(b) The Grantee shall be entitled to vote the shares of Restricted Stock to the same extent as would have been applicable to the Grantee if the Grantee was then vested in the shares; provided, however, that the Grantee shall not be entitled to vote the shares with respect to record dates for such voting rights arising prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Grantee has forfeited those shares of Restricted Stock.
2.4 Deposit of Shares of Restricted Stock. Shares of Restricted Stock granted under this Agreement shall be registered in the name of the Grantee and shall be held by Transfer Agent of the Company in a sub-issue account, CTF2, until all restrictions imposed hereunder shall lapse.
Grantee shall, simultaneously with the execution of this Agreement, deliver to the Company a stock power endorsed in blank.
As and when the Grantee (or the Grantee’s beneficiary in the event of the Grantee’s death, designated as provided in Section 4.6) becomes vested in the shares of Restricted Stock as provided in Section 2.5 and remits payment of, or provides for the withholding of, all taxes the Company is required to withhold as provided in Section 4.7(a) below, the Company shall notify the Transfer Agent as to the number of such vested shares free of any and all restrictions imposed under this Agreement. The Transfer Agent will move the vested shares to shareholder account CTF1 and provide a Shareholder statement to the Grantee evidencing outright ownership to the Grantee (or the Grantee’s beneficiary in the event of the Grantee’s death, designated as provided in Section 4.6).
2.5 Vesting. Grantee shall vest in the Restricted Stock on the earliest of (a) the Vesting Date, as defined in Section 1.6, provided the Grantee remains a Director for the Company or an Affiliate through
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such date, (b) the Grantee’s death, or (c) the Grantee’s Disability, or (d) the date of a Change in Control, provided the Grantee remains a Director for the Company or an Affiliate through such date.
2.6 Termination/Forfeiture of Shares. Any Award of Restricted Stock that is not vested at the time of the Grantee’s termination of Continuous Service for any reason other than retirement (as defined above), death, or Disability shall be forfeited in its entirety and all rights of the Grantee and obligations of the Company hereunder shall be immediately terminated.
ARTICLE III.
GRANTEE’S COVENANTS
3.1 Confidentiality. The Grantee understands and acknowledges that (i) during the Grantee’s employment with the Company or any Affiliate thereof, the Grantee will have access to Confidential Information of the Company and its Affiliates; (ii) such Confidential Information and the ability of the Company and its Affiliates to reserve such Confidential Information for their respective and exclusive knowledge and use is of great competitive importance and commercial value to the Company and its Affiliates; (iii) the Company has taken and will continue to take actions to protect the Confidential Information; and (iv) the provisions of this Section are reasonable and necessary to prevent the improper use or disclosure of such Confidential Information. Accordingly, the Grantee agrees that during the term of the Grantee’s employment with the Company or any Affiliate thereof and, following the termination of Continuous Service, until such time as the Confidential Information becomes generally available to the public through no fault of the Grantee or other person under a duty of confidentiality to the Company thereof, the Grantee will not, except as required by law or legal process, in any capacity, use or disclose, or cause to be used or disclosed, any Confidential Information the Grantee acquired while employed by the Company or any Affiliate thereof. For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, the identity of customers, personal customer data, strategic plans, sales data and sales strategy, methods, products, procedures, processes, techniques, financial information, vendor and supplier lists, pricing policies, personnel data and other confidential, business, competitive and proprietary information concerning or related to the Company and/or its Affiliates and their respective businesses, operations, financial conditions, results of operations, competitive position and prospects (collectively “Confidential Information”). The parties hereto agree that nothing in this Agreement shall be construed to limit or negate the law of torts or trade secrets where it provides the Company with broader protection than that provided herein.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
MISCELLANEOUS PROVISIONS
4.1 No Right To Employment/Other Service. None of the actions of the Company in establishing the Plan, the actions taken by the Company, the Board or the Committee under the Plan, or the granting of the Restricted Stock Award pursuant to this Agreement shall be deemed (a) to create any obligation on the part of the Company or any Affiliate or on the Board or such Affiliate to retain the Grantee as an employee, consultant, director or other service provider or to nominate Grantee for election to the Board, or (b) to be evidence of any agreement or understanding, express or implied, that the person has a right to continue as an employee, consultant, other service provider, or non-employee director for any period of time or at any particular rate of compensation.
4.2 Plan and Grant Document Control. The grant of the Restricted Stock Award hereunder is governed and controlled by the terms of the Plan and this Award Agreement. All the provisions of the
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Plan, as such may be amended from time to time, are hereby incorporated into this Agreement by this reference.
4.3 Governing Law. All matters relating to the Plan or to awards granted under the Plan pursuant to this Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana without regard to the principles of conflict of laws.
4.4 Trust Arrangement. All benefits under the Plan represent an unsecured promise to pay by the Company. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Grantee having no greater rights than the Company's general creditors; provided, however, nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan.
4.5 No Impact on Benefits. The Restricted Stock Award granted hereunder is not compensation for purposes of calculating the Grantee’s rights under any employee benefit plan of the Company or any Affiliate that does not specifically require the inclusion of Awards in calculating benefits.
4.6 Beneficiary Designation. The Grantee may name a beneficiary or beneficiaries to receive any vested portion of the Award that is unpaid at the Grantee’s death. Unless otherwise provided in the beneficiary designation, each designation will revoke all prior designations made by the Grantee, must be made on a form prescribed by the Committee and will be effective only when filed in writing with the Committee. If the Grantee has not made an effective beneficiary designation, the deceased Grantee’s beneficiary will be the Grantee’s surviving spouse or, if none, the deceased Grantee’s estate. The identity of a Grantee’s designated beneficiary will be based only on the information included in the latest beneficiary designation form completed by the Grantee and will not be inferred from any other evidence.
4.7 Taxes. The Grantee is responsible for payment of the applicable taxes associated with the Restricted Stock. The Grantee may elect to accelerate any Federal tax payment due as a result of receiving an Award of Restricted Stock by making a timely election pursuant to Section 83(b) of the Code, and complying with the procedures outlined therein.
4.8 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
4.9 Severability. In the event any provision of the Plan or this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan or this Agreement, and the Plan or this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
4.10 Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Incentive Agreement executed to be effective as of the date first noted above.
ORIGIN BANCORP, INC. | GRANTEE: | |||||||
| By: ___________________________________ | [ ] | |||||||
| Print Grantee Name | ||||||||
| [ ] | ||||||||
| Print Name | Address | |||||||
| [ ] | ||||||||
| Title | City, State, Zip Code | |||||||
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STOCK POWER
RESTRICTED STOCK AWARD
FOR VALUE RECEIVED, [ ] hereby sells, assigns and transfers unto ________________________, __________ (_______) shares of the Common Stock of Origin Bancorp, Inc. (the “Company”) standing in (his/her) name on the books of the Company held in a sub-issue account with the Company’s Transfer Agent, and does hereby irrevocably constitute and appoint the Company’s Transfer Agent to transfer the said stock on the books of the Company with full power of substitution in the premises.
| Dated: ________________________________ | ||||||||
| Grantee | ||||||||
| IN PRESENCE OF: | ||||||||
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Exhibit 10.2
ORIGIN BANCORP, INC.
OMNIBUS INCENTIVE PLAN
OMNIBUS INCENTIVE PLAN
Incentive Agreement
for Restricted Stock Unit Award
(Time-Based Vesting)
This Incentive Agreement for Restricted Stock Unit Award (the “Agreement”) is made this [ ] (the “Date of Grant”) by and between Origin Bancorp, Inc. (the “Company”) and [ ] (the “Grantee”) pursuant to the Origin Bancorp, Inc. Omnibus Incentive Plan (the “Plan”). By accepting the Restricted Stock Units, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
ARTICLE I.
RESTRICTED STOCK UNITS
RESTRICTED STOCK UNITS
1.1 Grant of Restricted Stock Units. The Company hereby grants to Grantee [ ] Restricted Stock Units (or RSUs), subject to the terms and conditions provided in this Agreement. Each RSU shall represent a right for the Grantee to receive one (1) share of Stock or, if determined by the Committee in its sole discretion, cash equal to the Fair Market Value thereof as of the applicable Vesting Date. The “Restricted Period” shall mean the period during which the RSUs, or portion thereof, remain unvested.
1.2 Issue Price. The Grantee shall not be required to pay any issue price to the Company in exchange for the RSUs granted hereunder or, as applicable, upon the issuance of shares of Stock hereunder.
1.3 Distributions and Voting Rights.
(a) If any dividends or other distributions are paid with respect to shares of Stock while the RSUs are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the RSUs shall be credited to a bookkeeping account and held (without interest) by the Company for the account of Grantee. Such amounts shall be subject to the same vesting and forfeiture provisions as the RSUs to which they relate. The number of dividend equivalents credited to the Grantee’s account shall be paid to the Grantee, in cash, only upon the settlement of the related RSUs in accordance with the provisions of Section 1.4 below.
(b) The Grantee shall not be entitled to vote shares of Stock attributable to the Award prior to the date(s) on which the Grantee becomes a shareholder of record for such shares of Stock.
1.4 Settlement of Award.
(a) The RSUs that vest upon a Vesting Date will be converted to shares of Stock or cash equal to the Fair Market Value of such shares, or a combination thereof, as determined by the Company in its sole and absolute discretion on the Vesting Date (the “Settlement Date”).
(b) To the extent shares of Stock are issued in settlement of this Award, such shares shall be registered in the name of the Grantee as of the Settlement Date and shall be held by Transfer Agent of the Company in an unrestricted shareholder account CTF1. The Company shall direct the Transfer Agent to provide a shareholder statement to the Grantee evidencing outright ownership to the Grantee (or the Grantee’s beneficiary in the event of the Grantee’s death, designated as provided in Section 4.6). To the extent cash is paid in settlement of this Award, such cash payment shall be made no later than thirty (30) days following the applicable Settlement Date.
1.5 Vesting.
(a) Grantee shall vest in the RSUs on the earliest of (a) the Vesting Date, according to the vesting schedule outlined in the equity portal, provided the Grantee remains employed by the Company or an Affiliate through each Vesting Date, (b) the Grantee’s Qualified Retirement, (c) the Grantee’s death, (d) the Grantee’s Disability.
(b) For purposes of this Agreement, the term “Qualified Retirement” means the Grantee’s voluntary termination of Continuous Service upon six (6) months’ prior written notice to the Company on or after attaining age sixty-five (65).
1.6 Forfeiture of Award. In addition to events of forfeiture described in Article III, any RSUs that are not vested at the time of the Grantee’s termination of Continuous Service for any reason other than as prescribed in Section 1.5 shall be forfeited in their entirety. Upon forfeiture, all rights of the Grantee and obligations of the Company hereunder shall be immediately terminated.
ARTICLE II.
CHANGE IN CONTROL OF THE COMPANY
CHANGE IN CONTROL OF THE COMPANY
If the Company is not the surviving corporation following a Change in Control, and the surviving corporation following such Change in Control or the acquiring corporation (such surviving corporation or acquiring corporation is hereinafter referred to as the “Acquiror”) does not assume the outstanding Award granted hereunder or does not substitute equivalent equity awards relating to the securities of such Acquiror or its affiliates for such RSUs in a manner approved by the Committee, then the Award shall become immediately and fully vested on the date of the Change in Control.
If the Company is the surviving corporation following a Change in Control, or the Acquiror assumes the outstanding Award granted hereunder or substitutes equivalent equity awards relating to the securities of such Acquiror or its affiliates for such RSUs in a manner approved by the Committee, then, if within two years after the effective date of the Change in Control, the Grantee’s Continuous Service is terminated without Cause or the Grantee resigns for Good Reason, then the Award or such substitutes therefor shall become immediately and fully vested on the date of the termination of Continuous Service.
ARTICLE III.
GRANTEE’S COVENANTS
3.1 Confidentiality. The Grantee understands and acknowledges that (i) during the Grantee’s employment with the Company or any Affiliate thereof, the Grantee will have access to Confidential Information of the Company and its Affiliates; (ii) such Confidential Information and the ability of the
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Company and its Affiliates to reserve such Confidential Information for their respective and exclusive knowledge and use is of great competitive importance and commercial value to the Company and its Affiliates; (iii) the Company has taken and will continue to take actions to protect the Confidential Information; and (iv) the provisions of this Section are reasonable and necessary to prevent the improper use or disclosure of such Confidential Information. Accordingly, the Grantee agrees that during the term of the Grantee’s employment with the Company or any Affiliate thereof and, following the termination of such employment, until such time as the Confidential Information becomes generally available to the public through no fault of the Grantee or other person under a duty of confidentiality to the Company thereof, the Grantee will not, except as required by law or legal process, in any capacity, use or disclose, or cause to be used or disclosed, any Confidential Information the Grantee acquired while employed by the Company or any Affiliate thereof. For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, the identity of customers, personal customer data, strategic plans, sales data and sales strategy, methods, products, procedures, processes, techniques, financial information, vendor and supplier lists, pricing policies, personnel data and other confidential, business, competitive and proprietary information concerning or related to the Company and/or its Affiliates and their respective businesses, operations, financial conditions, results of operations, competitive position and prospects (collectively “Confidential Information”). The parties hereto agree that nothing in this Agreement shall be construed to limit or negate the law of torts or trade secrets where it provides the Company with broader protection than that provided herein.
3.2 Return of Company Property. The parties hereto acknowledge that any material (in computerized or written form) that the Grantee obtains in the course of performing the Grantee’s employment duties with the Company or any Affiliate are the sole and exclusive property of the Company, the Grantee agrees to immediately return any and all records, files, computerized data, documents, Confidential Information, or any other property owned or belonging to the Company in the Grantee’s possession or under the Grantee’s control, without any originals or copies being kept by the Grantee or conveyed to any other person, upon the Grantee’s separation from employment or upon the Company’s request.
3.3 Non-Solicitation of Customers/Employees. The Grantee agrees that during Grantee’s employment by the Company or any Affiliate thereof and for a period of one (1) year thereafter, the Grantee will not directly, or indirectly, on behalf of himself or any other person, entity or enterprise, do any of the following:
(i)Divert or attempt to divert from the Company or any Affiliate thereof any business by influencing or attempting to influence or soliciting or attempting to solicit any customers of the Company or any Affiliate thereof or any particular customer with whom the Company or any Affiliate thereof had business contacts in the one-year period immediately preceding the Grantee’s termination or with whom the Grantee may have dealt at any time during the Grantee’s employment by the Company or an Affiliate thereof. The provisions of this item (i) shall apply in the parishes and counties listed in the Exhibit A attached hereto and made a part hereof, as the same may be amended from time to time. The parties agree that Exhibit A may be amended from time to time by the Company, which amendments shall be presented to the Grantee in writing and shall be deemed accepted by the Grantee if the Grantee remains employed by the Company on the third (3rd) business day following receipt of any such amendment.
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(ii)Without the prior written consent of the Company, recruit, solicit, hire, attempt to hire, or assist any other person to hire any employee of the Company or an Affiliate thereof or any person who was an employee of the Company or any Affiliate during the six (6) months immediately preceding the Grantee’s termination of Continuous Service.
(iii)Otherwise assist any person in any way to do, or attempt to do, anything prohibited by the foregoing.
3.4 Remedies. Notwithstanding any other provision of this Agreement, if the Company determines that the Grantee has breached or threatened to breach any provision of this Article III, then, upon written notice of the Company and without consideration, any RSUs whether or not vested shall be immediately forfeited, the shares and cash (including proceeds received upon a sale of the shares) issued to the Participant shall be subject to recoupment and any and all rights to receive any remaining benefits under this Agreement shall be immediately cancelled. In addition, the Company shall be entitled to injunctive and other equitable relief (without the necessity of showing actual monetary damages or of posting any bond or other security): (i) restraining and enjoining any act which would constitute a breach, or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach, as well as any other remedies available to the Company, including monetary damages. Upon the Company’s request, the Grantee shall provide reasonable assurances and evidence of compliance with the restrictive covenants set forth in this Article III. If any court of competent jurisdiction shall deem any provision in this Article III too restrictive, the other provisions shall stand, and the court shall modify the unduly restrictive provision to the point of greatest restriction permissible by law. The restrictive covenants set forth in this Article III shall survive the termination of this Agreement, the forfeiture of the Award, and the Grantee’s termination of Continuous Service with the Company and all Affiliates for any reason, and the Grantee shall continue to be bound by the terms of this Article III as if this Agreement was still in effect.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
MISCELLANEOUS PROVISIONS
4.1 No Right To Employment/Other Service. None of the actions of the Company in establishing the Plan, the actions taken by the Company, the Board or the Committee under the Plan, or the granting of the Award pursuant to this Agreement shall be deemed (a) to create any obligation on the part of the Company or any Affiliate or on the Board or such Affiliate to retain the Grantee as an employee, consultant, director or other service provider or to nominate Grantee for election to the Board, or (b) to be evidence of any agreement or understanding, express or implied, that the person has a right to continue as an employee, consultant, other service provider, or non-employee director for any period of time or at any particular rate of compensation.
4.2 Plan and Grant Document Control. The grant of the Award hereunder is governed and controlled by the terms of the Plan and this Agreement. All the provisions of the Plan, as such may be amended from time to time, are hereby incorporated into this Agreement by this reference.
4.3 Governing Law. All matters relating to the Plan or to awards granted under the Plan pursuant to this Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana without regard to the principles of conflict of laws.
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4.4 Trust Arrangement. All benefits under the Plan represent an unsecured promise to pay by the Company. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Grantee having no greater rights than the Company's general creditors; provided, however, nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan.
4.5 No Impact on Benefits. The Award granted hereunder is not compensation for purposes of calculating the Grantee’s rights under any employee benefit plan of the Company or any Affiliate that does not specifically require the inclusion of Awards in calculating benefits.
4.6 Beneficiary Designation. The Grantee may name a beneficiary or beneficiaries to receive any vested portion of the Award that is unpaid at the Grantee’s death. Unless otherwise provided in the beneficiary designation, each designation will revoke all prior designations made by the Grantee, must be made in such manner as prescribed by the Committee and will be effective only when received by the Committee (or its authorized delegate). If the Grantee has not made an effective beneficiary designation, the deceased Grantee’s beneficiary will be the Grantee’s surviving spouse or, if none, the deceased Grantee’s estate. The identity of a Grantee’s designated beneficiary will be based only on the information included in the latest beneficiary designation received by the Committee (or its authorized delegate) and will not be inferred from any other evidence.
4.7 Taxes. The Company shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award granted hereunder, if any. No delivery of shares or cash shall be made unless and until appropriate arrangements for the payment of such taxes have been made. With respect to withholding required upon any taxable event arising as a result of the Award granted hereunder, the Grantee may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Stock of the Company having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. Alternatively, the Grantee may elect for such taxes to be withheld from other compensation otherwise due to the Grantee from the Company and provided Grantee’s other compensation is sufficient to cover such taxes. All such elections shall be irrevocable, made in writing and signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. All such elections shall be made and filed with the Committee in the manner determined by the Committee on or before the Vesting Date, or such earlier date as shall be determined by the Committee. If an election has not been made by the Grantee, or the amount of the taxes required to be withheld has not been remitted by the Grantee to the Company on or before the Vesting Date, the Grantee hereby authorizes the Company to withhold from amounts payable under the Award cash or shares of Stock of the Company having a Fair Market Value equal to the tax required to be withheld.
4.8 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
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4.9 Severability. In the event any provision of the Plan or this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan or this Agreement, and the Plan or this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
4.10 Transfer Restrictions. The RSUs issued to the Grantee hereunder may not be sold, transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of by the Grantee prior to the Settlement Date. Any attempt to transfer any RSUs in violation of this Section 4.10 shall be null and void and shall be disregarded. The terms of this Agreement and the Plan shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee.
4.11 Compensation Recoupment Policy. This Agreement shall be subject to the Company’s Clawback Policy and the terms and conditions of any other compensation recoupment policy adopted from time to time by the Board or any committee of the Board, to the extent such policy is applicable.
4.12. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed to be effective as of the date first noted above.
ORIGIN BANCORP, INC. | GRANTEE: | |||||||
| By: ___________________________________ | [ ] | |||||||
| Print Grantee Name | ||||||||
| [ ] | ||||||||
| Print Name | Address | |||||||
| [ ] | ||||||||
| Title | City, State, Zip Code | |||||||
6
Exhibit A
Counties and Parishes
[ ]
Exhibit 10.3
ORIGIN BANCORP, INC.
OMNIBUS INCENTIVE PLAN
OMNIBUS INCENTIVE PLAN
Incentive Agreement
for Performance Unit Award
(Performance-Based Vesting)
This Incentive Agreement for Performance Unit Award (the “Agreement”) is made this [ ] (the “Date of Grant”) by and between Origin Bancorp, Inc. (the “Company”) and [ ] (the “Grantee”) pursuant to the Origin Bancorp, Inc. Omnibus Incentive Plan (the “Plan”). By accepting the Performance Units, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
ARTICLE I.
PERFORMANCE UNITS
PERFORMANCE UNITS
1.1 Grant of Performance Units. The Company hereby grants to Grantee a target number of [ ] Performance Units (the “Target Number of Performance Units”), subject to the terms and conditions provided in this Agreement. Each Performance Unit shall represent a right for the Grantee to receive one (1) share of Stock or, if determined by the Committee in its sole discretion, cash equal to the Fair Market Value thereof, as of the applicable Conversion Date. The “Performance Period” shall mean the period during which the performance criteria and conditions described on Exhibit B (the “Performance Criteria”) will be measured. The Performance Units shall remain unvested during the Performance Period.
1.2 Issue Price. The Grantee shall not be required to pay any issue price to the Company in exchange for the Performance Units granted hereunder or, as applicable, upon the issuance of shares of Stock hereunder.
1.3 Distributions and Voting Rights.
(a) If any dividends or other distributions are paid with respect to shares of Stock while the Performance Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the Performance Units shall be credited to a bookkeeping account and held (without interest) by the Company for the account of Grantee. Such amounts shall be subject to the same vesting and forfeiture provisions as the Performance Units to which they relate. The number of dividend equivalents credited to the Grantee’s account will be paid to the Grantee, in cash, only upon the settlement of the related Performance Units in accordance with the provisions of Section 1.4 below.
(b) The Grantee shall not be entitled to vote shares of Stock attributable to the Award prior to the date(s) on which the Grantee becomes a shareholder of record for such shares of Stock.
1.4 Settlement of Award.
(a) The number of Performance Units that vest on the Conversion Date, if any, will be converted to shares of Stock or cash equal to the Fair Market Value of such shares, or a combination thereof, as determined by the Company in its sole and absolute discretion on the Conversion Date. No fractional Shares shall be issued to Grantee.
(b) To the extent shares of Stock are issued in settlement of this Award, such shares shall be registered in the name of the Grantee as of the Conversion Date and shall be held by Transfer Agent of the Company in an unrestricted shareholder account CTF1. The Company shall direct the Transfer Agent to provide a shareholder statement to the Grantee evidencing outright ownership to the Grantee (or the Grantee’s beneficiary in the event of the Grantee’s death, designated as provided in Section 4.6). To the extent cash is paid in settlement of this Award, such cash payment shall be made no later than thirty (30) days following the Conversion Date.
1.5 Vesting. The number of Performance Units eligible to vest (if any) will be determined based on the Company’s achievement of the Performance Criteria during the Performance Period, which shall be certified by the Committee as soon as practicable following the end of the Performance Period but no later than March 15 of the year following the end of the Performance Period (such certification date, the “Conversion Date’). Subject to Section 1.7, the Performance Units will vest on the Conversion Date based on the Company’s achievement of the Performance Criteria during the Performance Period and, except as otherwise provided herein, subject to Grantee’s continued employment on the Conversion Date. The number of Performance Units that may vest ranges from zero percent (0%) to one hundred fifty percent (150%) of the Target Number of Performance Units, depending on actual performance during the Performance Period. In the event any Performance Units have not vested on the Conversion Date, such Performance Units will thereupon be forfeited without consideration payable by the Company and the Grantee will have no further rights with respect thereto.
1.6 Termination of Continuous Service.
(a) Subject to Section 1.7 and Article III hereto, in the event of Grantee’s (i) death, (ii) Disability, (iii) termination of Continuous Service without Cause or (iv) Qualified Retirement (each, a “Qualified Termination”) during the Performance Period but prior to the last day of the Performance Period, then Grantee or, as the case may be, Grantee’s estate, will retain a portion of the Performance Units determined by multiplying the total number of Performance Units granted under this Agreement by a fraction, the numerator of which is the number of days elapsed from the commencement of the Performance Period through the date of Grantee’s termination of Continuous Service, and the denominator of which is the number of days in the Performance Period (the “Retained Award”), and the remainder of the Performance Units will be forfeited and canceled as of the date of Grantee’s termination of Continuous Service. The Retained Award may be earned, in whole, in part, or not at all, to the extent that the Performance Objectives are attained, as provided on Exhibit B attached hereto, and will vest on the Conversion Date.
(b) For purposes of this Agreement, (i) the term “Qualified Retirement” means the Grantee’s voluntary termination of Continuous Service upon six (6) months’ prior written notice to the Company on or after attaining age sixty-five (65).
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1.7 Forfeiture of Award. In addition to events of forfeiture described in Article III, in the event of Grantee’s termination of Continuous Service prior to the Conversion Date for any reason other than a Qualified Termination, this Award shall be forfeited in its entirety. Upon forfeiture, all rights of the Grantee and obligations of the Company hereunder shall be immediately terminated.
ARTICLE II.
CHANGE IN CONTROL OF THE COMPANY
CHANGE IN CONTROL OF THE COMPANY
If the Company is not the surviving corporation following a Change in Control, and the surviving corporation following such Change in Control or the acquiring corporation (such surviving corporation or acquiring corporation is hereinafter referred to as the “Acquiror”) does not assume the outstanding Award granted hereunder or does not substitute equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Performance Units in a manner approved by the Committee, then the Award shall become immediately and fully vested on the date of such Change in Control with respect to 100% of the Target Number of Performance Units.
If the Company is the surviving corporation following a Change in Control, or the Acquiror assumes the outstanding Award granted hereunder or substitutes equivalent equity awards relating to the securities of such Acquiror or its affiliates for such Performance Units in a manner approved by the Committee, then, if within two years after the effective date of the Change in Control, the Grantee’s Continuous Service is terminated without Cause or the Grantee resigns for Good Reason, the Award or such substitutes therefor shall become immediately and fully vested on the date of such termination of Continuous Service with respect to 100% of the Target Number of Performance Units.
ARTICLE III.
GRANTEE’S COVENANTS
3.1 Confidentiality. The Grantee understands and acknowledges that (i) during the Grantee’s employment with the Company or any Affiliate thereof, the Grantee will have access to Confidential Information of the Company and its Affiliates; (ii) such Confidential Information and the ability of the Company and its Affiliates to reserve such Confidential Information for their respective and exclusive knowledge and use is of great competitive importance and commercial value to the Company and its Affiliates; (iii) the Company has taken and will continue to take actions to protect the Confidential Information; and (iv) the provisions of this Section are reasonable and necessary to prevent the improper use or disclosure of such Confidential Information. Accordingly, the Grantee agrees that during the term of the Grantee’s employment with the Company or any Affiliate thereof and, following the termination of such employment, until such time as the Confidential Information becomes generally available to the public through no fault of the Grantee or other person under a duty of confidentiality to the Company thereof, the Grantee will not, except as required by law or legal process, in any capacity, use or disclose, or cause to be used or disclosed, any Confidential Information the Grantee acquired while employed by the Company or any Affiliate thereof. For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, the identity of customers, personal customer data, strategic plans, sales data and sales strategy, methods, products, procedures, processes, techniques, financial information, vendor and supplier lists, pricing policies, personnel data and other confidential, business, competitive and proprietary information concerning or related to the Company and/or its Affiliates and their respective businesses, operations, financial conditions, results of operations, competitive position and prospects (collectively “Confidential Information”). The parties
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hereto agree that nothing in this Agreement shall be construed to limit or negate the law of torts or trade secrets where it provides the Company with broader protection than that provided herein.
3.2 Return of Company Property. The parties hereto acknowledge that any material (in computerized or written form) that the Grantee obtains in the course of performing the Grantee’s employment duties with the Company or any Affiliate are the sole and exclusive property of the Company, the Grantee agrees to immediately return any and all records, files, computerized data, documents, Confidential Information, or any other property owned or belonging to the Company in the Grantee’s possession or under the Grantee’s control, without any originals or copies being kept by the Grantee or conveyed to any other person, upon the Grantee’s separation from employment or upon the Company’s request.
3.3 Non-Solicitation of Customers/Employees. The Grantee agrees that during Grantee’s employment by the Company or any Affiliate thereof and for a period of one (1) year thereafter, the Grantee will not directly, or indirectly, on behalf of himself or any other person, entity or enterprise, do any of the following:
(i)Divert or attempt to divert from the Company or any Affiliate thereof any business by influencing or attempting to influence or soliciting or attempting to solicit any customers of the Company or any Affiliate thereof or any particular customer with whom the Company or any Affiliate thereof had business contacts in the one-year period immediately preceding the Grantee’s termination or with whom the Grantee may have dealt at any time during the Grantee’s employment by the Company or an Affiliate thereof. The provisions of this item (i) shall apply in the parishes and counties listed in the Exhibit A attached hereto and made a part hereof, as the same may be amended from time to time. The parties agree that Exhibit A may be amended from time to time by the Company, which amendments shall be presented to the Grantee in writing and shall be deemed accepted by the Grantee if the Grantee remains employed by the Company on the third (3rd) business day following receipt of any such amendment.
(ii)Without the prior written consent of the Company, recruit, solicit, hire, attempt to hire, or assist any other person to hire any employee of the Company or an Affiliate thereof or any person who was an employee of the Company or any Affiliate during the six (6) months immediately preceding the Grantee’s termination of Continuous Service.
(iii)Otherwise assist any person in any way to do, or attempt to do, anything prohibited by the foregoing.
3.4 Remedies. Notwithstanding any other provision of this Agreement, if the Company determines that the Grantee has breached or threatened to breach any provision of this Article III, then, upon written notice of the Company and without consideration, any Performance Units whether or not vested shall be immediately forfeited, the shares and cash (including proceeds received upon a sale of the shares) issued to the Participant shall be subject to recoupment and any and all rights to receive any remaining benefits under this Agreement shall be immediately cancelled. In addition, the Company shall be entitled to injunctive and other equitable relief (without the necessity of showing actual monetary damages or of posting any bond or other security): (i) restraining and enjoining any act which would constitute a breach, or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach, as well as any other remedies available to the Company, including monetary damages. Upon the Company’s request, the Grantee shall provide reasonable assurances and evidence of compliance with
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the restrictive covenants set forth in this Article III. If any court of competent jurisdiction shall deem any provision in this Article III too restrictive, the other provisions shall stand, and the court shall modify the unduly restrictive provision to the point of greatest restriction permissible by law. The restrictive covenants set forth in this Article III shall survive the termination of this Agreement, the forfeiture of the Award, and the Grantee’s termination of Continuous Service with the Company and all Affiliates for any reason, and the Grantee shall continue to be bound by the terms of this Article III as if this Agreement was still in effect.
ARTICLE IV.
MISCELLANEOUS PROVISIONS
MISCELLANEOUS PROVISIONS
4.1 No Right To Employment/Other Service. None of the actions of the Company in establishing the Plan, the actions taken by the Company, the Board or the Committee under the Plan, or the granting of the Award pursuant to this Agreement shall be deemed (a) to create any obligation on the part of the Company or any Affiliate or on the Board or such Affiliate to retain the Grantee as an employee, consultant, director or other service provider or to nominate Grantee for election to the Board, or (b) to be evidence of any agreement or understanding, express or implied, that the person has a right to continue as an employee, consultant, other service provider, or non-employee director for any period of time or at any particular rate of compensation.
4.2 Plan and Grant Document Control. The grant of the Award hereunder is governed and controlled by the terms of the Plan and this Agreement. All the provisions of the Plan, as such may be amended from time to time, are hereby incorporated into this Agreement by this reference.
4.3 Governing Law. All matters relating to the Plan or to awards granted under the Plan pursuant to this Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana without regard to the principles of conflict of laws.
4.4 Trust Arrangement. All benefits under the Plan represent an unsecured promise to pay by the Company. The Plan shall be unfunded and the benefits hereunder shall be paid only from the general assets of the Company resulting in the Grantee having no greater rights than the Company's general creditors; provided, however, nothing herein shall prevent or prohibit the Company from establishing a trust or other arrangement for the purpose of providing for the payment of the benefits payable under the Plan.
4.5 No Impact on Benefits. The Award granted hereunder is not compensation for purposes of calculating the Grantee’s rights under any employee benefit plan of the Company or any Affiliate that does not specifically require the inclusion of Awards in calculating benefits.
4.6 Beneficiary Designation. The Grantee may name a beneficiary or beneficiaries to receive any vested portion of the Award that is unpaid at the Grantee’s death. Unless otherwise provided in the beneficiary designation, each designation will revoke all prior designations made by the Grantee, must be made in such manner as prescribed by the Committee and will be effective only when received by the Committee (or its authorized delegate). If the Grantee has not made an effective beneficiary designation, the deceased Grantee’s beneficiary will be the Grantee’s surviving spouse or, if none, the deceased Grantee’s estate. The identity of a Grantee’s designated beneficiary will be based only on the information included in the latest beneficiary designation received by the Committee (or its authorized delegated) and will not be inferred from any other evidence.
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4.7 Taxes. The Company shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award granted hereunder, if any. No delivery of shares or cash shall be made unless and until appropriate arrangements for the payment of such taxes have been made. With respect to withholding required upon any taxable event arising as a result of the Award granted hereunder, the Grantee may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Stock of the Company having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. Alternatively, the Grantee may elect for such taxes to be withheld from other compensation otherwise due to the Grantee from the Company and provided Grantee’s other compensation is sufficient to cover such taxes. All such elections shall be irrevocable, made in writing and signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. All such elections shall be made and filed with the Committee in the manner determined by the Committee on or before the Conversion Date, or such earlier date as shall be determined by the Committee. If an election has not been made by the Grantee, or the amount of the taxes required to be withheld has not been remitted by the Grantee to the Company on or before the Conversion Date, the Grantee hereby authorizes the Company to withhold from amounts payable under the Award cash or shares of Stock of the Company having a Fair Market Value equal to the tax required to be withheld.
4.8 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
4.9 Severability. In the event any provision of the Plan or this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan or this Agreement, and the Plan or this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
4.10 Transfer Restrictions. The Performance Units issued to the Grantee hereunder may not be sold, transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of by the Grantee prior to the Settlement Date. Any attempt to transfer any Performance Units in violation of this Section 4.10 shall be null and void and shall be disregarded. The terms of this Agreement and the Plan shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee.
4.11 Compensation Recoupment Policy. This Agreement shall be subject to the Company’s Clawback Policy and the terms and conditions of any other compensation recoupment policy adopted from time to time by the Board or any committee of the Board, to the extent such policy is applicable.
4.12. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed to be effective as of the date first noted above.
ORIGIN BANCORP, INC. | GRANTEE: | |||||||
| By: ___________________________________ | [ ] | |||||||
| Print Grantee Name | ||||||||
| [ ] | ||||||||
| Print Name | Address | |||||||
| [ ] | ||||||||
| Title | City, State, Zip Code | |||||||
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EXHIBIT A
Counties and Parishes
[ ]
EXHIBIT B PERFORMANCE CRITERIA | |||||
1.Number of Performance Units. The Target Number of Performance Units shall be divided into two categories composed of an equivalent number of Performance Units (each such category being a "Unit Group"). Subject to the terms and limitations of the Award Agreement and the Plan, each Unit Group will vest based on its achievement of the specified performance standard (the “Performance Criteria”) for such group, as described in this Exhibit B, during the Performance Period.
2.ROAA Unit Group – The Grantee shall vest with respect to that percentage of the Performance Units in this group that corresponds to the Company's Performance Period ROAA as set forth in the following table, rounded down to the next whole Performance Unit. Units awarded for performance between levels shall be determined by straight linear interpolation.
| Company's Performance Period ROAA | Percentage of Performance Units Vesting | ||||
| < [ .65 ] % | 0% | ||||
| = [ .65 ] % | 50% | ||||
| = [ .77 ] % | 100% | ||||
| ≥ [ .89] % | 150% | ||||
3.ROAE Unit Group – The Grantee shall vest with respect to that percentage of the Performance Units in this group that corresponds to the Company's Performance Period ROAE as set forth in the following table, rounded down to the next whole Performance Unit. Units awarded for performance between levels shall be determined by straight linear interpolation.
| Company's Performance Period ROAE | Percentage of Performance Units Vesting | ||||
| < [ 5.87 ] % | 0% | ||||
| = [ 5.87 ] % | 50% | ||||
| = [ 6.90 ] % | 100% | ||||
| ≥ [ 7.94 ] % | 150% | ||||
4.Defined Terms – Capitalized terms used in this Exhibit that are not defined in the Plan shall have the meaning ascribed below.
“Average Company Assets” shall mean “Average Total Assets” for the correspondent Fiscal Year as reported in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report.
“Average Company Equity” shall mean “Average Stockholders’ Equity” for the correspondent Fiscal Year as reported in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report.
“Net Income” shall mean “Net Income” for the correspondent Fiscal Year as reported in Item 8, “Consolidate Statements of Income” of the Company’s Annual Report.
“Fiscal Year” shall mean “January 1 to December 31”.
"Fiscal Year ROAA" shall mean, for each Fiscal Year, the Company’s annualized Net Income divided by Average Company Assets.
"Fiscal Year ROAE" shall mean, for each Fiscal Year, the Company’s annualized Net Income divided by Average Company Equity.
“Performance Period” shall mean the three-year period commencing on January 1, [ ] and ending on December 31, [ ].
“Performance Period ROAA” shall mean the average Fiscal Year ROAA during the Performance Period.
“Performance Period ROAE” shall mean the average Fiscal Year ROAE during the Performance Period.
5.Determination by Committee. The determination of whether and to what extent the Performance Criteria has been satisfied during the applicable Performance Period shall be made by the Committee, in its sole and absolute discretion, which shall be binding on all persons. The percent of the Performance Units awarded for performance between levels shall be determined by straight linear interpolation. Notwithstanding any provision of this Plan or this Agreement to the contrary, for purposes of determining satisfaction of the Performance Criteria, the following items may be disregarded: (i) a change in accounting principle, (ii) financing activities of the Company, (iii) intercompany dividends, (iv) expenses for restructuring or productivity initiatives, (v) other non-operating items, (vi) acquisitions or dispositions, (vii) discontinued operations, (viii) unusual or extraordinary events, transactions or developments, (ix) amortization of intangible assets, other significant income or expense outside the Company’s core on-going business activities, (x) other nonrecurring, unusual or infrequent items or events, and (xi) changes in the Internal Revenue Code or other applicable law, as determined in the sole discretion of the Committee.
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Drake Mills, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Origin Bancorp, Inc.;
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;
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;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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:
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;
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;
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
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal 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
5.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):
a)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
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: May 7, 2024 | By: | /s/ Drake Mills | ||||||
| Drake Mills | ||||||||
| Chairman, President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, William J. Wallace, IV, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Origin Bancorp, Inc.;
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;
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;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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:
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;
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;
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
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal 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
5.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):
a)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
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: May 7, 2024 | By: | /s/ William J. Wallace, IV | ||||||
| William J. Wallace, IV | ||||||||
| Senior Executive Officer and Chief Financial Officer | ||||||||
Exhibit 32.1
STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q of Origin Bancorp, Inc. (the “Company”), for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Drake Mills, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in the financial statements included in such Report.
Date: May 7, 2024 | By: | /s/ Drake Mills | ||||||
| Drake Mills | ||||||||
| Chairman, President and Chief Executive Officer | ||||||||
Exhibit 32.2
STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-Q of Origin Bancorp, Inc. (the “Company”), for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Wallace, IV, Senior Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented in the financial statements included in such Report.
Date: May 7, 2024 | By: | /s/ William J. Wallace, IV | ||||||
| William J. Wallace, IV | ||||||||
| Senior Executive Officer and Chief Financial Officer | ||||||||