SEC Filing | HBT Financial

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 24, 2023

HBT FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39085	37-1117216
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

401 North Hershey Road Bloomington, Illinois		61704
(Address of principal executive offices)		(Zip Code)

(888) 897-2276

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HBT	The Nasdaq Stock Market LLC

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

HBT Financial, Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K dated January 24, 2023 (the “Prior Report”) in order to include revised financial information for the fourth quarter and year ended December 31, 2022. The financial information was revised due to a subsequent event that occurred following the filing of the Prior Report.

Item 2.02. Results of Operations and Financial Condition.

On January 25, 2023, the Company announced earnings for the fourth quarter and year ended December 31, 2022. Subsequent to its earnings release, the Company obtained new information related to a litigation loss contingency that resulted in the recognition of a $13.0 million accrual and a related $7.4 million insurance recovery receivable as of December 31, 2022. During the fourth quarter and year ended December 31, 2022, the estimated net settlement amount of $5.6 million has been recognized as other noninterest expense.

The effect of the foregoing reduced net income, as originally reported on January 25, 2023, by $4.0 million to $13.1 million and $56.5 million for the fourth quarter and year ended December 31, 2022, respectively, and reduced originally reported diluted earnings per share of $0.59 and $2.09 to $0.46 and $1.95 for the fourth quarter and year ended December 31, 2022, respectively.

The Unaudited Consolidated Financial Information Summary included within the Prior Report has been updated to reflect the changes to the Company’s financial information for the fourth quarter and year ended December 31, 2022, and is attached as Exhibit 99.1, and incorporated by reference herein.

The information contained in Item 2.02, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.

Forward-Looking Statements

Readers should note that in addition to the historical information contained herein, this press release contains, and future oral and written statements of the Company and its management may contain, “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “will,” “propose,” “may,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” or “should,” or similar terminology. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to: (i) the strength of the local, state, national and international economies (including effects of inflationary pressures and supply chain constraints); (ii) the economic impact of any future terrorist threats and attacks, widespread disease or pandemics (including the COVID-19 pandemic in the United States), acts of war or other threats thereof, or other adverse external events that could cause economic deterioration or instability in credit markets, and the response of the local, state and national governments to any such adverse external events; (iii) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies, the FASB or the PCAOB; (iv) changes in state and federal laws, regulations and governmental policies concerning the Company’s general business; (v) changes in interest rates and prepayment rates of the Company’s assets (including the impact of LIBOR phase-out); (vi) increased competition in the financial services sector and the inability to attract new customers; (vii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (viii) unexpected results of acquisitions, which may include failure to realize the anticipated benefits of acquisitions and the possibility that transaction costs may be greater than anticipated; (ix) the loss of key executives or employees; (x) changes in consumer spending; (xi) unexpected outcomes of existing or new litigation involving the Company, including the proposed settlement of the legal actions discussed in Note 23 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 8, 2023; (xii) the economic impact of exceptional weather occurrences such as tornadoes, floods and blizzards; (xiii) potential adverse reactions or changes to business or employee relationships, including those resulting from the acquisition of Town and Country Financial Corporation (“Town and Country”); (xiv) the diversion of management time on transaction-related issues; (xv) the ultimate timing, outcome and results of integrating the operations of Town and Country into those of the Company; (xvi) the effects of the merger on the Company’s future financial condition, results of operations, strategy and plans; and (xvii) the ability of the Company to manage the risks associated with the foregoing. Readers should note that the forward-looking statements included in this press release are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description of Exhibit

99.1	Unaudited Consolidated Financial Summary for the Fourth Quarter Ended and Year Ended December 31, 2022.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HBT FINANCIAL, INC.


	By:	/s/ Peter R. Chapman
		Name: Peter R. Chapman
		Title: Chief Financial Officer

Date: March 8, 2023

EXHIBIT 99.1

HBT Financial, Inc.

Unaudited Consolidated Financial Summary


	As of or for the Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,
	2022			2022			2021			2022			2021

	(dollars in thousands, except per share data)
Interest and dividend income	$	44,948		$	39,014		$	34,355		$	153,054		$	128,223
Interest expense		2,765			1,624			1,496			7,180			5,820
Net interest income		42,183			37,390			32,859			145,874			122,403
Provision for loan losses		(653)			386			(843)			(706)			(8,077)
Net interest income after provision for loan losses		42,836			37,004			33,702			146,580			130,480
Noninterest income		7,889			8,234			9,354			34,717			37,328
Noninterest expense		33,110			23,998			24,381			105,107			91,246
Income before income tax expense		17,615			21,240			18,675			76,190			76,562
Income tax expense		4,475			5,613			5,081			19,734			20,291
Net income	$	13,140		$	15,627		$	13,594		$	56,456		$	56,271

Earnings per share - Basic	$	0.46		$	0.54		$	0.47		$	1.95		$	2.02
Earnings per share - Diluted		0.46			0.54			0.47			1.95			2.02

Adjusted net income ⁽¹⁾	$	13,886		$	15,856		$	14,160		$	55,805		$	56,840
Adjusted earnings per share - Basic ⁽¹⁾		0.48			0.55			0.49			1.93			2.04
Adjusted earnings per share - Diluted ⁽¹⁾		0.48			0.55			0.49			1.93			2.04

Book value per share	$	12.99		$	12.49		$	14.21
Tangible book value per share ⁽¹⁾		11.94			11.43			13.13

Shares of common stock outstanding		28,752,626			28,752,626			28,986,061
Weighted average shares of common stock outstanding		28,752,626			28,787,662			29,036,164			28,853,697			27,795,806

SUMMARY RATIOS
Net interest margin *		4.10	%		3.65	%		3.17	%		3.54	%		3.18	%
Net interest margin (tax equivalent basis) * ⁽¹⁾⁽²⁾		4.17			3.72			3.22			3.60			3.23

Efficiency ratio		65.85	%		52.07	%		57.15	%		57.72	%		56.46	%
Efficiency ratio (tax equivalent basis) ⁽¹⁾⁽²⁾		64.94			51.31			56.47			56.93			55.76

Loan to deposit ratio		73.05	%		70.81	%		66.87	%

Return on average assets *		1.23	%		1.47	%		1.26	%		1.32	%		1.41	%
Return on average stockholders' equity *		14.17			16.27			13.15			14.73			14.81
Return on average tangible common equity * ⁽¹⁾		15.45			17.70			14.24			16.02			15.95

Adjusted return on average assets * ⁽¹⁾		1.30	%		1.49	%		1.32	%		1.31	%		1.43	%
Adjusted return on average stockholders' equity * ⁽¹⁾		14.98			16.51			13.70			14.56			14.95
Adjusted return on average tangible common equity * ⁽¹⁾		16.33			17.96			14.83			15.83			16.12

CAPITAL
Total capital to risk-weighted assets		16.27	%		16.34	%		16.88	%
Tier 1 capital to risk-weighted assets		14.23			14.26			14.66
Common equity tier 1 capital ratio		13.07			13.08			13.37
Tier 1 leverage ratio		10.48			10.44			9.84
Total stockholders' equity to total assets		8.72			8.52			9.55
Tangible common equity to tangible assets ⁽¹⁾		8.06			7.85			8.89

ASSET QUALITY
Net charge-offs (recoveries) to average loans, before allowance for loan losses		(0.14)	%		0.01	%		0.01	%		(0.08)	%		(0.01)	%
Allowance for loan losses to loans, before allowance for loan losses		0.97			0.97			0.96
Nonperforming loans to loans, before allowance for loan losses		0.08			0.12			0.11
Nonperforming assets to total assets		0.12			0.14			0.14

* Annualized measure.

(1)	See "Reconciliation of Non-GAAP Financial Measures" below for reconciliation of non-GAAP financial measures to their most closely comparable GAAP financial measures.

(2)	On a tax-equivalent basis assuming a federal income tax rate of 21% and a state tax rate of 9.5%.

HBT Financial, Inc.

Page 2 of 10

HBT Financial, Inc.

Unaudited Consolidated Financial Summary

Consolidated Statements of Income


	Three Months Ended						Year Ended
	December 31,		September 30,		December 31,		December 31,
	2022		2022		2021		2022		2021

INTEREST AND DIVIDEND INCOME	(dollars in thousands, except per share data)
Loans, including fees:
Taxable	$	35,839	$	29,855	$	27,884	$	120,343	$	103,900
Federally tax exempt		952		842		662		3,135		2,384
Securities:
Taxable		6,421		6,635		4,625		23,368		16,948
Federally tax exempt		1,184		1,207		1,017		4,569		4,400
Interest-bearing deposits in bank		504		458		142		1,541		527
Other interest and dividend income		48		17		25		98		64
Total interest and dividend income		44,948		39,014		34,355		153,054		128,223

INTEREST EXPENSE
Deposits		849		587		651		2,511		2,472
Securities sold under agreements to repurchase		10		9		11		36		34
Borrowings		880		85		7		967		9
Subordinated notes		470		470		470		1,879		1,879
Junior subordinated debentures issued to capital trusts		556		473		357		1,787		1,426
Total interest expense		2,765		1,624		1,496		7,180		5,820
Net interest income		42,183		37,390		32,859		145,874		122,403
PROVISION FOR LOAN LOSSES		(653)		386		(843)		(706)		(8,077)
Net interest income after provision for loan losses		42,836		37,004		33,702		146,580		130,480

NONINTEREST INCOME
Card income		2,642		2,569		2,518		10,329		9,734
Wealth management fees		2,485		2,059		2,371		9,155		8,384
Service charges on deposit accounts		1,701		1,927		1,716		7,072		6,080
Mortgage servicing		593		697		730		2,609		2,825
Mortgage servicing rights fair value adjustment		(293)		351		265		2,153		1,690
Gains on sale of mortgage loans		194		354		927		1,461		5,846
Unrealized gains (losses) on equity securities		33		(107)		33		(414)		107
Gains (losses) on foreclosed assets		(122)		(225)		184		(314)		310
Gains (losses) on other assets		17		(31)		(4)		136		(723)
Income on bank owned life insurance		42		41		41		164		41
Other noninterest income		597		599		573		2,366		3,034
Total noninterest income		7,889		8,234		9,354		34,717		37,328

NONINTEREST EXPENSE
Salaries		13,278		12,752		12,486		51,767		48,972
Employee benefits		2,126		1,771		1,964		8,325		6,513
Occupancy of bank premises		1,893		1,979		1,777		7,673		6,788
Furniture and equipment		633		668		793		2,476		2,676
Data processing		2,167		1,631		2,153		7,441		7,329
Marketing and customer relations		867		880		1,085		3,803		3,376
Amortization of intangible assets		140		243		255		873		1,054
FDIC insurance		276		302		280		1,164		1,043
Loan collection and servicing		278		336		219		1,049		1,317
Foreclosed assets		33		97		204		293		908
Other noninterest expense		11,419		3,339		3,165		20,243		11,270
Total noninterest expense		33,110		23,998		24,381		105,107		91,246
INCOME BEFORE INCOME TAX EXPENSE		17,615		21,240		18,675		76,190		76,562
INCOME TAX EXPENSE		4,475		5,613		5,081		19,734		20,291
NET INCOME	$	13,140	$	15,627	$	13,594	$	56,456	$	56,271

EARNINGS PER SHARE - BASIC	$	0.46	$	0.54	$	0.47	$	1.95	$	2.02
EARNINGS PER SHARE - DILUTED	$	0.46	$	0.54	$	0.47	$	1.95	$	2.02
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING		28,752,626		28,787,662		29,036,164		28,853,697		27,795,806

HBT Financial, Inc.

Page 3 of 10

HBT Financial, Inc.

Unaudited Consolidated Financial Summary

Consolidated Balance Sheets


	December 31,		September 30,		December 31,
	2022		2022		2021

	(dollars in thousands)
ASSETS
Cash and due from banks	$	18,970	$	22,169	$	23,387
Interest-bearing deposits with banks		95,189		56,046		385,881
Cash and cash equivalents		114,159		78,215		409,268

Interest-bearing time deposits with banks		—		—		490
Debt securities available-for-sale, at fair value		843,524		853,740		942,168
Debt securities held-to-maturity		541,600		546,694		336,185
Equity securities with readily determinable fair value		3,029		2,996		3,443
Equity securities with no readily determinable fair value		1,977		1,977		1,927
Restricted stock, at cost		7,965		4,050		2,739
Loans held for sale		615		2,297		4,942

Loans, before allowance for loan losses		2,620,253		2,579,928		2,499,689
Allowance for loan losses		(25,333)		(25,060)		(23,936)
Loans, net of allowance for loan losses		2,594,920		2,554,868		2,475,753

Bank owned life insurance		7,557		7,515		7,393
Bank premises and equipment, net		50,469		50,854		52,483
Bank premises held for sale		235		281		1,452
Foreclosed assets		3,030		2,637		3,278
Goodwill		29,322		29,322		29,322
Core deposit intangible assets, net		1,070		1,210		1,943
Mortgage servicing rights, at fair value		10,147		10,440		7,994
Investments in unconsolidated subsidiaries		1,165		1,165		1,165
Accrued interest receivable		19,506		16,881		14,901
Other assets		56,444		48,182		17,408
Total assets	$	4,286,734	$	4,213,324	$	4,314,254

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
Noninterest-bearing	$	994,954	$	1,017,710	$	1,087,659
Interest-bearing		2,592,070		2,625,733		2,650,526
Total deposits		3,587,024		3,643,443		3,738,185

Securities sold under agreements to repurchase		43,081		48,130		61,256
Federal Home Loan Bank advances		160,000		60,000		—
Subordinated notes		39,395		39,376		39,316
Junior subordinated debentures issued to capital trusts		37,780		37,763		37,714
Other liabilities		45,822		25,539		25,902
Total liabilities		3,913,102		3,854,251		3,902,373

Stockholders' Equity
Common stock		293		293		293
Surplus		222,783		222,436		220,891
Retained earnings		232,004		223,495		194,132
Accumulated other comprehensive income (loss)		(71,759)		(77,462)		1,471
Treasury stock at cost		(9,689)		(9,689)		(4,906)
Total stockholders’ equity		373,632		359,073		411,881
Total liabilities and stockholders’ equity	$	4,286,734	$	4,213,324	$	4,314,254

SHARE INFORMATION
Shares of common stock outstanding		28,752,626		28,752,626		28,986,061

HBT Financial, Inc.

Page 4 of 10

HBT Financial, Inc.

Unaudited Consolidated Financial Summary


	December 31,		September 30,		December 31,
	2022		2022		2021

	(dollars in thousands)
LOANS
Commercial and industrial	$	266,757	$	240,671	$	286,946
Agricultural and farmland		237,746		245,234		247,796
Commercial real estate - owner occupied		218,503		226,524		234,544
Commercial real estate - non-owner occupied		713,202		718,089		684,023
Multi-family		287,865		260,630		263,911
Construction and land development		360,824		364,290		298,048
One-to-four family residential		338,253		328,667		327,837
Municipal, consumer, and other		197,103		195,823		156,584
Loans, before allowance for loan losses	$	2,620,253	$	2,579,928	$	2,499,689

PPP LOANS (included above)
Commercial and industrial	$	28	$	65	$	28,404
Agricultural and farmland		—		—		913
Municipal, consumer, and other		—		—		171
Total PPP Loans	$	28	$	65	$	29,488


	December 31,		September 30,		December 31,
	2022		2022		2021

	(dollars in thousands)
DEPOSITS
Noninterest-bearing	$	994,954	$	1,017,710	$	1,087,659
Interest-bearing demand		1,139,150		1,131,284		1,105,949
Money market		555,425		584,202		583,198
Savings		634,527		641,139		633,171
Time		262,968		269,108		328,208
Total deposits	$	3,587,024	$	3,643,443	$	3,738,185

HBT Financial, Inc.

Page 5 of 10

HBT Financial, Inc.

Unaudited Consolidated Financial Summary


	Three Months Ended
	December 31, 2022						September 30, 2022						December 31, 2021
	Average						Average						Average
	Balance		Interest		Yield/Cost *		Balance		Interest		Yield/Cost *		Balance		Interest		Yield/Cost *

	(dollars in thousands)
ASSETS
Loans	$	2,600,746	$	36,791	5.61	%	$	2,481,920	$	30,697	4.91	%	$	2,432,025	$	28,546	4.66	%
Securities		1,396,401		7,605	2.16			1,470,092		7,842	2.12			1,285,672		5,642	1.74
Deposits with banks		76,507		504	2.61			105,030		458	1.73			392,729		142	0.14
Other		5,607		48	3.37			2,936		17	2.25			4,821		25	2.10
Total interest-earning assets		4,079,261	$	44,948	4.37	%		4,059,978	$	39,014	3.81	%		4,115,247	$	34,355	3.31	%
Allowance for loan losses		(25,404)						(24,717)						(24,826)
Noninterest-earning assets		188,942						173,461						176,242
Total assets	$	4,242,799					$	4,208,722					$	4,266,663

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities