UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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TABLE OF CONTENTS
HBT Financial, Inc.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this quarterly report are forward-looking statements. Forward-looking statements may include statements relating to our plans, strategies and expectations, the economic impact of the COVID-19 pandemic and our future financial results, near-term loan growth, net interest margin, mortgage banking profits, wealth management fees, expenses, asset quality, capital levels, continued earnings and liquidity. Forward looking statements are generally identifiable by use of the words "believe," "may," "will," "should," "could," "expect," "estimate," "intend," "anticipate," "project," "plan" or similar expressions. Forward looking statements are frequently based on assumptions that may or may not materialize and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could cause actual results to differ materially from the results anticipated or projected and which could materially and adversely affect our operating results, financial condition or prospects include, but are not limited to:
● | our asset quality and any loan charge-offs; |
● | the composition of our loan portfolio; |
● | time and effort necessary to resolve nonperforming assets and the loans modified or deferred as a result of the impact of the COVID-19 pandemic; |
● | the length and severity of the COVID-19 pandemic, and the effects of the COVID-19 pandemic, including the impact of the pandemic on our operations and the operations of our customers and the communities that we serve; |
● | environmental liability associated with our lending activities; |
● | the effects of the current low interest rate environment or changes in interest rates on our net interest income, net interest margin, our investments, and our loan originations, and our modeling estimates relating to interest rate changes; |
● | changes in and uncertainty related to benchmark interest rates used to price our loans, including the expected elimination of LIBOR; |
● | our access to sources of liquidity and capital to address our liquidity needs; |
● | our inability to receive dividends from the Bank, pay dividends to our common stockholders or satisfy obligations as they become due; |
● | the effects of problems encountered by other financial institutions; |
● | our ability to achieve organic loan and deposit growth and the composition of such growth; |
● | our ability to attract and retain skilled employees or changes in our management personnel; |
● | any failure or interruption of our information and communications systems; |
● | our ability to identify and address cybersecurity risks; |
● | the effects of the failure of any component of our business infrastructure provided by a third party; |
● | our ability to keep pace with technological changes; |
● | our ability to successfully develop and commercialize new or enhanced products and services; |
● | current and future business, economic and market conditions in the United States generally or in Illinois in particular; |
● | the geographic concentration of our operations in the State of Illinois; |
● | our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; |
● | our ability to attract and retain customer deposits; |
● | our ability to maintain the Bank’s reputation; |
● | severe weather, natural disasters, pandemics, acts of war or terrorism or other external events; |
● | possible impairment of our goodwill and other intangible assets; |
● | the impact of, and changes in applicable laws, regulations and accounting standards and policies; |
● | our prior status as an S Corp; |
● | possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; |
● | the effectiveness of our risk management and internal disclosure controls and procedures; |
● | market perceptions associated with certain aspects of our business; |
● | our ability to meet our obligations as a public company, including our obligations under Section 404 of Sarbanes-Oxley; damage to our reputation from any of the factors described above; and |
1
● | the factors discussed in “Risk Factors”, "Management's Discussion and Analysis of Financial Condition and Results of Operations" or elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2020. |
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update any forward-looking statement in the future, or to reflect circumstances and events that occur after the date on which the forward-looking statement was made.
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
| (Unaudited) |
| ||||
March 31, | December 31, | |||||
2021 | 2020 | |||||
ASSETS | ||||||
Cash and due from banks | $ | | $ | | ||
Interest-bearing deposits with banks | | | ||||
Cash and cash equivalents | | | ||||
Debt securities available-for-sale, at fair value | | | ||||
Debt securities held-to-maturity (fair value of $ | | | ||||
Equity securities with readily determinable fair value | | | ||||
Equity securities with no readily determinable fair value | | | ||||
Restricted stock, at cost | | | ||||
Loans held for sale | | | ||||
Loans, net of allowance for loan losses of $ | | | ||||
Bank premises and equipment, net | | | ||||
Bank premises held for sale | | | ||||
Foreclosed assets | | | ||||
Goodwill | | | ||||
Core deposit intangible assets, net | | | ||||
Mortgage servicing rights, at fair value | | | ||||
Investments in unconsolidated subsidiaries | | | ||||
Accrued interest receivable | | | ||||
Other assets | | | ||||
Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Liabilities | ||||||
Deposits: | ||||||
Noninterest-bearing | $ | | $ | | ||
Interest-bearing | | | ||||
Total deposits | | | ||||
Securities sold under agreements to repurchase | | | ||||
Subordinated notes | | | ||||
Junior subordinated debentures issued to capital trusts | | | ||||
Other liabilities | | | ||||
Total liabilities | | | ||||
COMMITMENTS AND CONTINGENCIES (Notes 7 and 18) | ||||||
Stockholders' Equity | ||||||
Preferred stock, $ | ||||||
Common stock, $ | | | ||||
Surplus | | | ||||
Retained earnings | | | ||||
Accumulated other comprehensive income | | | ||||
Treasury stock at cost, | ( | — | ||||
Total stockholders’ equity | | | ||||
Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited)
3
HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31, | ||||||
| 2021 |
| 2020 | |||
INTEREST AND DIVIDEND INCOME | (dollars in thousands, except per share data) | |||||
Loans, including fees: | ||||||
Taxable | $ | | $ | | ||
Federally tax exempt | | | ||||
Securities: | ||||||
Taxable | | | ||||
Federally tax exempt | | | ||||
Interest-bearing deposits in bank | | | ||||
Other interest and dividend income | | | ||||
Total interest and dividend income | | | ||||
INTEREST EXPENSE | ||||||
Deposits | | | ||||
Securities sold under agreements to repurchase | | | ||||
Borrowings | | — | ||||
Subordinated notes | | — | ||||
Junior subordinated debentures issued to capital trusts | | | ||||
Total interest expense | | | ||||
Net interest income | | | ||||
PROVISION FOR LOAN LOSSES | ( | | ||||
Net interest income after provision for loan losses | | | ||||
NONINTEREST INCOME | ||||||
Card income | | | ||||
Service charges on deposit accounts | | | ||||
Wealth management fees | | | ||||
Mortgage servicing | | | ||||
Mortgage servicing rights fair value adjustment | | ( | ||||
Gains on sale of mortgage loans | | | ||||
Gains (losses) on securities | | ( | ||||
Gains (losses) on foreclosed assets | ( | | ||||
Gains (losses) on other assets | | ( | ||||
Other noninterest income | | | ||||
Total noninterest income | | | ||||
NONINTEREST EXPENSE | ||||||
Salaries | | | ||||
Employee benefits | | | ||||
Occupancy of bank premises | | | ||||
Furniture and equipment | | | ||||
Data processing | | | ||||
Marketing and customer relations | | | ||||
Amortization of intangible assets | | | ||||
FDIC insurance | | | ||||
Loan collection and servicing | | | ||||
Foreclosed assets | | | ||||
Other noninterest expense | | | ||||
Total noninterest expense | | | ||||
INCOME BEFORE INCOME TAX EXPENSE | | | ||||
INCOME TAX EXPENSE | | | ||||
NET INCOME | $ | | $ | | ||
EARNINGS PER SHARE - BASIC | $ | | $ | | ||
EARNINGS PER SHARE - DILUTED | $ | | $ | | ||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | | |
See accompanying Notes to Consolidated Financial Statements (Unaudited)
4
HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended March 31, | |||||
2021 |
| 2020 | |||
(dollars in thousands) | |||||
NET INCOME | $ | | $ | | |
OTHER COMPREHENSIVE (LOSS) INCOME | |||||
Unrealized (losses) gains on debt securities available-for-sale | ( | | |||
Reclassification adjustment for amortization (accretion) of net unrealized gain (loss) on debt securities transferred to held-to-maturity | | ( | |||
Unrealized gains (losses) on derivative instruments | | ( | |||
Reclassification adjustment for net settlements on derivative instruments | | | |||
Total other comprehensive (loss) income, before tax | ( | | |||
Income tax (benefit) expense | ( | | |||
Total other comprehensive (loss) income | ( | | |||
TOTAL COMPREHENSIVE (LOSS) INCOME | $ | ( | $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited)
5
HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Accumulated | ||||||||||||||||||||
Other | Total | |||||||||||||||||||
Common Stock | Retained | Comprehensive | Treasury | Stockholders’ | ||||||||||||||||
| Shares |
| Amount |
| Surplus |
| Earnings |
| Income (Loss) |
| Stock |
| Equity | |||||||
(dollars in thousands, except per share data) | ||||||||||||||||||||
Balance, December 31, 2020 | | $ | | $ | | $ | | $ | | $ | — | $ | | |||||||
Net income | — | — | — | | — | — | | |||||||||||||
Other comprehensive loss | — | — | — | — | ( | — | ( | |||||||||||||
Stock-based compensation | — | — | | — | — | — | | |||||||||||||
Issuance of common stock upon vesting of restricted stock units | | — | — | — | — | — | — | |||||||||||||
Repurchase of common stock | ( | — | — | — | — | ( | ( | |||||||||||||
Cash dividends and dividend equivalents ($ | — | — | — | ( | — | — | ( | |||||||||||||
Balance, March 31, 2021 | | $ | | $ | | $ | | $ | | $ | ( | $ | | |||||||
Balance, December 31, 2019 | | $ | | $ | | $ | | $ | | $ | — | $ | | |||||||
Net income | — | — | — | | — | — | | |||||||||||||
Other comprehensive income | — | — | — | — | | — | | |||||||||||||
Stock-based compensation | — | — | | — | — | — | | |||||||||||||
Cash dividends and dividend equivalents ($ | — | — | — | ( | — | — | ( | |||||||||||||
Balance, March 31, 2020 | | $ | | $ | | $ | | $ | | $ | — | $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited)
6
HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, | ||||||
| 2021 |
| 2020 | |||
(dollars in thousands) | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation expense | | | ||||
Provision for loan losses | ( | | ||||
Net amortization of debt securities | | | ||||
Amortization of unrealized gain on dedesignated cash flow hedge | — | ( | ||||
Deferred income tax expense (benefit) | | ( | ||||
Stock-based compensation | | | ||||
Net accretion of discount and deferred loan fees on loans | ( | ( | ||||
Net unrealized (gain) loss on equity securities | ( | | ||||
Net loss on sales of bank premises and equipment | — | | ||||
Net loss (gain) on sales of foreclosed assets | | ( | ||||
Write-down of foreclosed assets | | | ||||
Amortization of intangibles | | | ||||
(Increase) decrease in mortgage servicing rights | ( | | ||||
Amortization of discount and issuance costs on subordinated notes and debentures | | | ||||
Mortgage loans originated for sale | ( | ( | ||||
Proceeds from sale of mortgage loans | | | ||||
Net gain on sale of mortgage loans | ( | ( | ||||
Decrease in accrued interest receivable | | | ||||
Decrease in other assets | | | ||||
Decrease in other liabilities | ( | ( | ||||
Net cash provided by operating activities | | | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Net change in interest-bearing time deposits with banks | — | | ||||
Proceeds from paydowns, maturities, and calls of debt securities | | | ||||
Purchase of securities | ( | ( | ||||
Net (increase) decrease in loans | ( | | ||||
Purchases of bank premises and equipment | ( | ( | ||||
Proceeds from sales of foreclosed assets | | | ||||
Net cash (used in) provided by investing activities | ( | | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Net increase (decrease) in deposits | | ( | ||||
Net decrease in repurchase agreements | ( | ( | ||||
Repurchase of common stock | ( | — | ||||
Cash dividends and dividend equivalents paid | ( | ( | ||||
Net cash provided by (used in) financing activities | | ( | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | ( | ||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | | | ||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | | $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited)
7
HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
Three Months Ended March 31, | ||||||
| 2021 |
| 2020 | |||
(dollars in thousands) | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||
Cash paid for interest | $ | | $ | | ||
Cash paid for income taxes | $ | — | $ | | ||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES | ||||||
Transfers of loans to foreclosed assets | $ | | $ | |
See accompanying Notes to Consolidated Financial Statements (Unaudited)
8
NOTE 1 – ACCOUNTING POLICIES
Basis of Presentation
HBT Financial, Inc. (the Company) is headquartered in Bloomington, Illinois and is the holding company for Heartland Bank and Trust Company (the Bank or Heartland Bank). The Bank provides a comprehensive suite of business, commercial, wealth management and retail banking products and services to individuals, businesses, and municipal entities throughout Central and Northeastern Illinois.
The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with generally accepted accounting principles (GAAP) interim reporting requirements. Certain information in footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. These interim unaudited consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 12, 2021.
The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.
The Company qualifies as an "emerging growth company" as defined by the Jumpstart Our Business Startups Act (JOBS Act). The JOBS Act permits emerging growth companies an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to use the extended transition period until the Company is no longer an emerging growth company or until the Company chooses to affirmatively and irrevocably opt out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements applicable to public companies.
Merger of State Bank of Lincoln into Heartland Bank
On October 20, 2020, Heartland Bank and State Bank of Lincoln, both wholly-owned bank subsidiaries of the Company on that date, entered into a Bank Merger Agreement providing for the merger of State Bank of Lincoln into Heartland Bank. The merger was consummated on December 31, 2020, resulting in Heartland Bank being our sole bank subsidiary, with the branch locations in Lincoln, Illinois operating as “State Bank of Lincoln, a division of Heartland Bank and Trust Company.”
Use of Estimates
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported results of operations for the periods then ended.
Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses, goodwill, and income taxes.
9
HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Segment Reporting
The Company’s operations consist of
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or stockholders’ equity.
Subsequent Events
In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities available-for-sale and purchased financial assets with credit deterioration. ASU 2016-13 is effective for years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for years beginning after December 31, 2018, including interim periods within those years. The Company is currently evaluating the effect that this standard will have on the consolidated results of operations and financial position.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the ASU, a company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for annual or any interim goodwill impairment tests in years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. In January 2021, the FASB also issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope which refined the scope for certain optional expedients and exceptions for contract modifications and hedge accounting to apply to derivative contracts and certain hedging relationships affected by the discounting transition. Entities may apply the provisions as of the beginning of the reporting period when the election is made and are available until December 31, 2022. The Company is currently evaluating the effect that this standard will have on the consolidated results of operations and financial position.
10
HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SECURITIES
The carrying balances of the securities were as follows:
March 31, | December 31, | |||||
2021 |
| 2020 | ||||
(dollars in thousands) | ||||||
Debt securities available-for-sale | $ | | $ | | ||
Debt securities held-to-maturity | | | ||||
Equity securities with readily determinable fair value | | | ||||
Equity securities with no readily determinable fair value | | | ||||
Total securities | $ | | $ | |
There were
Three Months Ended March 31, | |||||
2021 |
| 2020 | |||
(dollars in thousands) | |||||
Net realized gains (losses) on sales | $ | — | $ | — | |
Net unrealized gains (losses) on equity securities: | |||||
Readily determinable fair value | | ( | |||
No readily determinable fair value | — | — | |||
Gains (losses) on securities | $ | | $ | ( |
On March 31, 2021, the Company transferred certain debt securities from the available-for-sale category to the held-to-maturity category in order to better reflect the revised intentions of the Company due to possible market value volatility, resulting from a potential rise in interest rates. The following is a summary of the amortized cost and fair value of securities transferred to the held-to-maturity category:
Amortized | ||||||
Cost |
| Fair Value | ||||
(dollars in thousands) | ||||||
U.S. government agency | $ | | $ | | ||
Mortgage-backed: | ||||||
Agency residential | | | ||||
Agency commercial | | | ||||
Total | $ | | $ | |
The debt securities were transferred between categories at fair value, with the transfer date fair value becoming the new amortized cost for each security transferred. The unrealized gain (loss), net of tax, at the date of transfer remains a component of accumulated other comprehensive income, but will be amortized over the remaining life of the debt securities as an adjustment of yield in a manner consistent with amortization of any premium or discount. As a result, the amortization of an unrealized gain (loss) reported in accumulated other comprehensive income will offset or mitigate the effect on interest income of the amortization of the premium or discount for that held-to-maturity debt security.
11
HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Debt Securities
The amortized cost and fair values of debt securities, with gross unrealized gains and losses, are as follows:
March 31, 2021 |
| Amortized |
| Gross |
| Gross |
| Fair Value | ||||
Available-for-sale: | (dollars in thousands) | |||||||||||
U.S. government agency | $ | | $ | | $ | ( | $ | | ||||
Municipal | | | ( | | ||||||||
Mortgage-backed: | ||||||||||||
Agency residential | | | ( | | ||||||||
Agency commercial | | | ( | | ||||||||
Corporate | | | ( | | ||||||||
Total available-for-sale | | | ( | | ||||||||
Held-to-maturity: | ||||||||||||
U.S. government agency | | — | — | | ||||||||
Municipal | | | — | | ||||||||
Mortgage-backed: | ||||||||||||
Agency residential | | | — | | ||||||||
Agency commercial | | | ( | | ||||||||
Total held-to-maturity | | | ( | | ||||||||
Total debt securities | $ | | $ | | $ | ( | $ | |