0000775215false00007752152023-02-012023-02-01

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): February 1, 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)

(888897-2276

(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.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 1, 2023, HBT Financial, Inc. ( “HBT Financial”) completed its previously announced acquisition (the “Merger”) of Town and Country Financial Corporation, a Delaware corporation (“Town and Country”), pursuant to an Agreement and Plan of Merger, dated August 23, 2022, between HBT Financial, Town and Country, and HB-TC Merger, Inc., a Delaware corporation and wholly-owned subsidiary of HBT Financial.

On February 1, 2023, HBT Financial filed a Current Report on Form 8-K (the “Prior Report”) with the Securities and Exchange Commission to report the completion of the Merger and other related matters. HBT Financial is filing this amendment to the Prior Report to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b), respectively.

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

The audited consolidated financial statements of Town and Country as of and for the years ended December 31, 2022 and 2021, the accompanying notes thereto and the related Independent Auditor’s Report, are filed as Exhibit 99.1 and incorporated herein by reference.

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of HBT Financial as of December 31, 2022 and the unaudited pro forma condensed combined income statement of HBT Financial for the year ended December 31, 2022, are filed as Exhibit 99.2 and incorporated herein by reference.

Exhibit Number

Description of Exhibit

23.1

Consent of FORVIS, LLP.

99.1

Audited consolidated financial statements of Town and Country Financial Corporation as of and for the years ended December 31, 2022 and 2021, the accompanying notes thereto and the related Independent Auditor’s Report.

99.2

Unaudited pro forma condensed combined balance sheet of HBT Financial as of December 31, 2022 and the unaudited pro forma condensed combined income statement of HBT Financial for the 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: April 14, 2023

SECM_3330A

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in the HBT Financial, Inc. Form 8-K/A dated April 14, 2023 of our report, dated March 17, 2023 on our audits of the consolidated financial statements of Town and Country Financial Corporation as of December 31, 2022 and 2021, and for the years then ended.

/sig/ FORVIS, LLP

Decatur, Illinois

April 14, 2023

 


Table of Contents

Exhibit 99.1

Town and Country Financial Corporation

Independent Auditor’s Report

and Consolidated Financial Statements

and Supplementary Information

December 31, 2022 and 2021


Table of Contents

Town and Country Financial Corporation

December 31, 2022 and 2021

Contents

Independent Auditor’s Report

Consolidated Financial Statements

Balance Sheets

3

Statements of Income

4

Statements of Comprehensive Income (Loss)

5

Statements of Stockholders’ Equity

6

Statements of Cash Flows

7

Notes to Financial Statements

8


Table of Contents

Graphic

Independent Auditor’s Report

Board of Directors

Town and Country Financial Corporation

Springfield, Illinois

Opinion

We have audited the consolidated financial statements of Town and Country Financial Corporation and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Town and Country Financial Corporation and its subsidiaries as of December 31, 2022 and 2022, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are required to be independent of Town and Country Financial Corporation and its subsidiaries and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Town and Country Financial Corporation and its subsidiaries’ ability to continue as a going concern within one year after the date that these consolidated financial statements are available to be issued or within one year after the date that these consolidated financial statements are issued.

Graphic


Table of Contents

Board of Directors

Town and Country Financial Corporation

Page 2

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Town and Country Financial Corporation and its subsidiaries’ internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Town and Country Financial Corporation and its subsidiaries’ ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Graphic

Decatur, Illinois

March 17, 2023


Table of Contents

Town and Country Financial Corporation

Consolidated Balance Sheets

December 31, 2022 and 2021

Assets

    

2022

    

2021

Cash and due from banks

$

16,335,992

$

8,347,742

Interest-bearing demand deposits from banks

 

15,581,829

 

61,558,098

Cash and cash equivalents

 

31,917,821

 

69,905,840

Interest-bearing time deposit in bank

 

249,000

 

249,000

Available-for-sale securities

 

165,465,040

 

151,703,226

Loans held for sale

 

2,656,072

 

2,840,208

Loans, net of allowance for loan losses of $9,112,495 and $10,183,297 at December 31, 2022 and 2021 respectively

 

653,403,546

 

621,637,393

Premises and equipment, net of accumulated depreciation of $16,087,031 and $15,779,943 at December 31, 2022 and 2021, respectively

 

19,793,610

 

20,066,094

Federal Reserve and Federal Home Loan Bank stock

 

2,822,160

 

2,822,160

Foreclosed assets held for sale

 

239,138

 

544,764

Cash surrender value of life insurance

 

15,746,665

 

15,752,239

Mortgage servicing rights

 

10,351,935

 

7,550,906

Deferred income taxes

 

4,249,931

 

Goodwill

 

6,317,994

 

6,317,994

Core deposit intangibles

 

43,724

 

306,071

Other

 

11,482,656

 

7,331,446

Total assets

$

924,739,292

$

907,027,341

Liabilities and Stockholders' Equity

 

  

 

  

Deposits

 

  

 

  

Non-interest bearing

$

212,472,240

$

214,323,820

Interest bearing, savings and money market

 

413,615,480

 

473,767,246

Time

 

129,749,278

 

91,923,305

Total deposits

 

755,836,998

 

780,014,371

Other borrowings

 

67,373,241

 

21,903,136

Junior subordinated debt owed to unconsolidated parties

 

14,189,156

 

14,136,451

Deferred income taxes

 

 

197,570

Other liabilities

 

6,911,021

 

5,703,535

Total liabilities

 

844,310,416

 

821,955,063

Stockholders’ Equity

 

  

 

  

Preferred stock, no par value; $1,000 liquidation value; authorized 1,000,000 shares; issued and outstanding 0 shares

 

 

Common stock, no par value; authorized 5,000,000 shares; issued 2,983,608 shares; outstanding 2,842,789 at December 31, 2022 and 2021

 

1,657,560

 

1,657,560

Additional paid-in capital

 

10,762,920

 

10,685,197

Retained earnings

 

82,964,531

 

73,198,918

Accumulated other comprehensive income (loss)

 

(13,283,643)

 

1,203,095

 

82,101,368

 

86,744,770

Treasury stock, at cost

 

  

 

  

Common 140,819 shares at December 31, 2022 and 2021

 

1,672,492

 

1,672,492

Total stockholders’ equity

 

80,428,876

 

85,072,278

Total liabilities and stockholders’ equity

$

924,739,292

$

907,027,341

See Notes to Consolidated Financial Statements

3


Table of Contents

Town and Country Financial Corporation

Consolidated Statements of Income

Years Ended December 31, 2022 and 2021

    

2022

    

2021

Interest and Dividend Income

Loans

$

27,451,967

$

26,895,456

Securities

 

  

 

  

Taxable

 

2,759,607

 

1,577,324

Tax-exempt

 

941,398

 

984,046

Other

 

155,439

 

66,803

Dividends on Federal Home Loan and Federal Reserve Bank stock

 

117,257

 

124,843

Deposits with financial institutions

 

99,118

 

123,515

Total interest and dividend income

 

31,524,786

 

29,771,987

Interest Expense

 

  

 

  

Deposits

 

1,698,540

 

980,940

Other borrowings

 

1,614,172

 

1,134,479

Total interest expense

 

3,312,712

 

2,115,419

Net Interest Income

 

28,212,074

 

27,656,568

Provision for Loan Losses

 

(750,000)

 

Net Interest Income After Provision for Loan Losses

 

28,962,074

 

27,656,568

Noninterest Income

 

  

 

  

Fiduciary activities

 

820,975

 

914,535

Customer service fees

 

1,602,132

 

1,357,167

Other service charges and fees

 

3,054,825

 

2,467,849

Unrealized gains (losses) recognized on equity securities, net

 

(13,840)

 

27,375

Mortgage banking income, net

 

7,362,715

 

11,208,707

Other

 

1,276,626

 

692,411

Total noninterest income

 

14,103,433

 

16,668,044

Noninterest Expense

 

  

 

  

Salaries and employee benefits

 

16,780,752

 

18,050,886

Net occupancy expense

 

1,524,518

 

1,529,238

Equipment expense

 

791,248

 

839,172

Other

 

8,776,404

 

8,822,424

Total noninterest expense

 

27,872,922

 

29,241,720

Income Before Income Taxes

 

15,192,585

 

15,082,892

Provision for Income Taxes

 

3,835,010

 

3,851,700

Net Income Available to Common Stockholders

$

11,357,575

$

11,231,192

Basic Earnings Per Share

$

4.00

$

3.95

Weighted Average Shares Outstanding

 

2,842,789

 

2,843,645

See Notes to Consolidated Financial Statements

4


Table of Contents

Town and Country Financial Corporation

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31, 2022 and 2021

    

2022

    

2021

Net Income

$

11,357,575

$

11,231,192

Other Comprehensive Loss

 

  

 

  

Change in fair value of derivative financial instruments, net of taxes of $186,516 and $138,162 for 2022 and 2021, respectively

 

467,696

 

346,448

Unrealized depreciation on available-for-sale securities, net of taxes of $(5,963,784) and $(345,105), for 2022 and 2021, respectively

 

(14,954,434)

 

(865,369)

 

(14,486,738)

 

(518,921)

Comprehensive Income (Loss)

$

(3,129,163)

$

10,712,271

See Notes to Consolidated Financial Statements

5


Table of Contents

Town and Country Financial Corporation

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2022 and 2021

Common Stock - Issued

Accumulated

Other 

Additional

Compre-

Paid-in

Retained

hensive 

Treasury

Shares

Amount

  Capital

 Earnings

 Income (Loss)

 Stock

Total

Balance, January 1, 2021

    

2,983,608

    

$

1,657,560

    

$

10,624,164

    

$

63,219,461

    

$

1,722,016

    

$

(1,503,761)

    

$

75,719,440

Net income

 

 

 

 

11,231,192

 

 

 

11,231,192

Other comprehensive loss

 

 

 

 

 

(518,921)

 

 

(518,921)

Dividends on common stock, $0.44 per share

 

 

 

 

(1,251,735)

 

 

 

(1,251,735)

Treasury stock purchased (5,694)

 

 

 

 

 

 

(186,478)

 

(186,478)

Stock compensation expense, net of forfeitures

 

 

 

78,780

 

 

 

 

78,780

Issuance of 4,000 treasury shares to restricted stock plan

 

 

 

(17,747)

 

 

 

17,747

 

Balance, December 31, 2021

 

2,983,608

$

1,657,560

$

10,685,197

$

73,198,918

$

1,203,095

$

(1,672,492)

$

85,072,278

Net income

 

 

 

 

11,357,575

 

 

 

11,357,575

Other comprehensive loss

 

 

 

 

 

(14,486,738)

 

 

(14,486,738)

Dividends on common stock, $0.56 per share

 

 

 

 

(1,591,962)

 

 

 

(1,591,962)

Stock compensation expense, net of forfeitures

 

 

 

77,723

 

 

 

 

77,723

Balance, December 31, 2022

 

2,983,608

$

1,657,560

$

10,762,920

$

82,964,531

$

(13,283,643)

$

(1,672,492)

$

80,428,876

See Notes to Consolidated Financial Statements

6


Table of Contents

Town and Country Financial Corporation

Consolidated Statements of Cash Flows

Years Ended December 31, 2022 and 2021

    

2022

    

2021

Operating Activities

  

  

Net income

$

11,357,575

$

11,231,192

Items not requiring (providing) cash

 

  

 

  

Depreciation

 

1,212,063

 

1,171,064

Provision for loan losses

 

(750,000)

 

Amortization of premiums and discounts on securities

 

717,325

 

761,909

Change in fair value of mortgage servicing rights

 

(1,880,241)

 

387,340

Deferred income taxes

 

1,329,769

 

309,853

Unrealized (gains) losses recognized on equity securities

 

13,840

 

(27,375)

(Gains) Losses on sale and write downs of property and equipment

 

(71,358)

 

106,450

Gains on loan sales

 

(2,539,806)

 

(8,034,279)

Net loss on foreclosed assets

 

202,687

 

95,649

Amortization of core deposit intangibles

 

262,346

 

262,346

Net amortization of purchase accounting adjustments

 

(36,112)

 

38,523

Stock compensation cost

 

77,723

 

78,780

Increase in cash surrender value of life insurance

 

(401,913)

 

(394,480)

Gain on proceeds from life insurance

 

(647,844)

 

Loans originated for sale

 

(93,659,697)

 

(252,192,631)

Proceeds from sales of loans originated for sale

 

88,414,152

 

234,173,797

Changes in

 

  

 

  

Other assets

 

(1,177,675)

 

928,419

Other liabilities

 

187,917

 

(3,588,418)

Net cash provided by (used in) operating activities

 

2,610,751

 

(14,691,861)

Investing Activities

 

  

 

  

Net change in interest-bearing time deposits in banks

 

 

245,000

Purchases of available-for-sale securities

 

(50,227,377)

 

(61,810,252)

Proceeds from maturities of available-for-sale securities

 

14,830,020

 

25,550,495

Net change in loans

 

(24,289,484)

 

41,161,166

Purchase of premises and equipment

 

(1,197,843)

 

(1,008,655)

Proceeds from the sale of foreclosed assets

 

513,786

 

326,012

Proceeds from sale of property and equipment

 

71,358

 

3,550

Net cash provided by (used in) investing activities

 

(60,299,540)

 

4,467,316

Financing Activities

 

  

 

  

Net increase (decrease) in demand deposits, money market, NOW and savings accounts

 

(62,003,346)

 

85,653,103

Net increase (decrease) in certificates of deposit

 

37,825,973

 

(32,616,431)

Repayment of other borrowings

 

(670,000)

 

(670,000)

Proceeds from Federal Home Loan Bank advance

 

107,240,105

 

12,890,136

Repayment of Federal Home Loan Bank advances

 

(61,100,000)

 

(60,925,000)

Purchase of treasury stock

 

 

(186,478)

Dividends paid on common stock

 

(1,591,962)

 

(1,251,735)

Net cash provided by financing activities

 

19,700,770

 

2,893,595

Decrease in Cash and Cash Equivalents

 

(37,988,019)

 

(7,330,950)

Cash and Cash Equivalents, Beginning of Year

 

69,905,840

 

77,236,790

Cash and Cash Equivalents, End of Year

$

31,917,821

$

69,905,840

Supplemental Cash Flows Information

 

  

 

  

Interest paid

$

2,931,719

$

2,262,946

Income taxes paid (net of refunds)

$

1,981,675

$

2,380,925

Real estate acquired in settlement of loans

$

410,847

$

478,646

Transfer of loans held for sale to portfolio loans

$

675,035

$

1,024,111

See Notes to Consolidated Financial Statements

7


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Note 1:    Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Town and Country Financial Corporation (“Company”) is a bank holding company, which through its subsidiaries provide a full range of banking and financial services to individuals, organizations, and businesses in central and metro-east areas of Illinois. Additionally, the Company owns one wholly-owned subsidiary, Town and Country Bank. The Company is subject to competition from other financial institutions. The Company and its bank subsidiary are subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Town and Country Bank (“Bank”) and the Bank’s wholly-owned subsidiary Town and Country Banc Mortgage Services, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, other-than-temporary impairments (OTTI), fair value of financial instruments and goodwill and other intangibles.

Cash Equivalents

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2022 and 2021, cash equivalents consisted primarily of noninterest bearing deposits and interest bearing demand deposits from banks.

At December 31, 2022, the Company had approximately $6,122,085 in cash accounts that exceeded federally insured limits.

Interest-bearing Deposits in Banks

The interest-bearing deposit in bank matures within one year and is carried at cost.

Securities

Available-for-sale securities, which include any security for which the Company has no immediate plans to sell but which may be sold in the future, are at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss). Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

8


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income (loss).

The Company’s consolidated statements of income reflect the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses on loan sales are recorded in noninterest income.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

Interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and amortized as a level yield adjustment over the respective term of the loan.

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past-due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income if accrued in the current year. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Discounts and premiums on purchased loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

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Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the collateral value of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s 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.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

Premises and Equipment

Land is carried at cost. Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured.

The estimated useful lives for each major depreciable classification of premises and equipment are as follows:

Buildings and improvements

    

35-40 years

Leasehold improvements

5-10 years

Equipment

3-5 years

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Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Long-Lived Asset Impairment

The Company evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset are less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

No asset impairment was recognized during the years ended December 31, 2022 and 2021.

Federal Reserve and Federal Home Loan Bank Stock

Federal Reserve and Federal Home Loan Bank stock are required investments for institutions that are members of the Federal Reserve and Federal Home Loan Bank systems. The required investment in the common stock is based on a predetermined formula, carried at cost and evaluated for impairment.

Bank-Owned Life Insurance

The Company has purchased life insurance policies on certain key individuals. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts dues that are probable at settlement.

Foreclosed Assets Held for Sale

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets.

Goodwill

Goodwill is evaluated annually for impairment or more frequently if impairment indicators are present. If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. All goodwill is allocated to the banking segment of the business. No impairment was recognized during the years ended December 31, 2022 and 2021.

Intangible Assets

Intangible assets with finite lives are being amortized on the straight-line basis over seven years. Such assets are periodically evaluated as to the recoverability of their carrying values.

Derivatives

Derivatives are recognized as assets and liabilities on the consolidated balance sheets and measured at fair value. For exchange-traded contracts, fair value is based on quoted market prices. For nonexchange traded contracts, fair value is based on dealer quotes, pricing models, discounted cash flow methodologies or similar

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Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

techniques for which the determination of fair value may require significant management judgment or estimation.

Mortgage Servicing Rights

Mortgage servicing assets are recognized separately when rights are acquired through purchase or through sale of financial assets. Under the servicing assets and liabilities accounting guidance (ASC 860-50), servicing rights resulting from the sale or securitization of loans originated by the Company are initially measured at fair value at the date of transfer. The Company has elected to initially and subsequently measure the mortgage servicing rights for consumer mortgage loans using the fair value method. Under the fair value method, the servicing rights are carried in the consolidated balance sheet at fair value and the changes in said value are reported in earnings in the period in which the changes occur.

Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. These variables change from quarter to quarter as market conditions and projected interest rates change and may have an adverse impact on the value of the mortgage servicing right and may result in a reduction to noninterest income.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned.

Treasury Stock

Common stock shares repurchased are recorded at cost. Cost of shares retired or reissued is determined using the first-in, first-out method.

Share-Based Compensation

Compensation cost is measured using the fair value of an award on the grant dates and is recognized over the service period, which is usually the vesting period. Compensation cost related to the non-vested portion of awards outstanding is based on the grant-date fair value of those awards. The Company has an incentive restricted stock award plan which is described more fully in Note 16.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company—put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

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Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Trust Assets and Fees

Assets held in fiduciary or agency capacities are not included in the consolidated balance sheets, since such items are not assets of the Company.

Fees from trust activities are recorded on the cash basis, for the period in which the service is provided. Fees are a function of the market value of assets managed and administered and the volume of transactions and fees for other services rendered, as set forth in the underlying trust agreements. The Company manages or administers trust accounts with assets totaling $194,422,543 and $170,209,012 as of December 31, 2022 and 2021, respectively.

Income Taxes

The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company files consolidated income tax returns with its subsidiaries.

Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during each period. The restricted stock did not have a material effect on diluted earnings per share. Treasury stock shares are not deemed outstanding for earnings per share calculations.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income and other comprehensive loss, net of applicable income taxes. Other comprehensive loss includes unrealized depreciation on available-for-sale securities, unrealized

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Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

depreciation on available-for-sale securities for which a portion of an other-than-temporary impairment has been recognized in income and change in derivative financial instruments that qualify for hedge accounting.

Revenue Recognition

Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes a revenue recognition model for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. Most of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans and investment securities, and revenue related to mortgage servicing activities, which are subject to other accounting standards. A description of the revenue-generating activities that are within the scope of ASC 606, and included in other non-interest income in the Company’s consolidated statements of income are as follows:

Service charges on deposits. The Company generates revenue from fees charged for deposit account maintenance, overdrafts, wire transfers, and check fees. The revenue related to deposit fees is recognized at the time the performance obligation is satisfied.

ATM/debit card revenue. The Company generates revenue through service charges on the use of its ATM machines and interchange income from the use of Company issued credit and debit cards. The revenue is recognized at the time the service is used and the performance obligation is satisfied.

Other non-interest income. The Company records gains on the sale of loans and the sale of OREO properties after the transactions are complete and transfer of ownership has occurred.

As each of the Company’s facilities is located in markets with similar economies, no disaggregation of revenue is necessary.

Impact of COVID-19 on the Company

In March 2020, the COVID-19 coronavirus was identified as a global pandemic and began affecting the health of large populations around the world. As a result of the spread of COVID-19, economic uncertainties arose which can ultimately affect the financial position, results of operations and cash flows of the Company as well as the Company’s customers. In response to economic concerns over COVID-19, in March 2020 the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was passed into law by Congress. The CARES Act included relief for individual Americans, health care workers, small businesses and certain industries hit hard by the COVID-19 pandemic. The 2021 Consolidated Appropriations Act, passed by Congress in December 2020, extended certain provisions of the CARES Act affecting the Company into 2021.

The CARES Act included several provisions designed to help financial institutions like the Company in working with their customers. Section 4013 of the CARES Act, as extended, allows a financial institution to elect to suspend generally accepted accounting principles and regulatory determinations with respect to qualifying loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (TDR) until January 1, 2022. The Company has taken advantage of this provision to extend certain payment modifications to loan customers in need. Outstanding loans that were modified during 2020 under the CARES Act guidance, that remain on modified terms were $2,841,831 as of December 31, 2021. There were no loans that remained in modified terms as of December 31, 2022.

The CARES Act also approved the Paycheck Protection Program (PPP), administered by the Small Business Administration (SBA) with funding provided by financial institutions. The 2021 Consolidated Appropriations

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Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Act approved a new round of PPP loans in 2021. The PPP provides loans to eligible businesses through financial institutions like the Company, with loans being eligible for forgiveness of some or all of the principal amount by the SBA if the borrower meets certain requirements. The SBA guarantees repayment of the loans to the Company if the borrower’s loan is not forgiven and is then not repaid by the customer. The Company earns a 1% interest rate on PPP loans, plus a processing fee from the SBA for processing and originating a loan. The Company originated $22,374,498 in PPP loans during 2021, of which $6,688,118 are still outstanding at December 31, 2021. The remaining PPP loans were forgiven during 2022.

Reclassifications

Certain reclassifications have been made to the 2021 consolidated financial statements to conform to the 2022 consolidated financial statement presentation. These reclassifications had no effect on net income.

Note 2:    Securities

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:

Gross

Gross

Unrealized

Unrealized

    

Amortized Cost

    

Gains

    

Losses

    

Fair Value

Available-for-sale Securities:

 

  

 

  

 

  

 

  

December 31, 2022:

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

55,673,655

$

$

(3,970,322)

$

51,703,333

Mortgage-backed securities

 

82,713,923

 

63,316

 

(12,406,739)

 

70,370,500

State and political subdivisions

 

40,222,746

 

3,278

 

(1,744,891)

 

38,481,133

Trust preferred securities

 

5,766,304

 

 

(856,230)

 

4,910,074

$

184,376,628

$

66,594

$

(18,978,182)

$

165,465,040

December 31, 2021:

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

25,869,750

$

101,970

$

(249,321)

$

25,722,399

Mortgage-backed securities

 

76,429,628

 

1,397,712

 

(359,785)

 

77,467,555

State and political subdivisions

 

41,591,099

 

1,639,342

 

 

43,230,441

Trust preferred securities

 

5,806,119

 

845

 

(524,133)

 

5,282,831

$

149,696,596

$

3,139,869

$

(1,133,239)

$

151,703,226

15


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

The amortized cost and fair value of available-for-sale securities at December 31, 2022, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

    

Available-for-sale

Amortized

Fair

Cost

    

Value

Within one year

$

4,893,360

$

4,824,494

One to five years

 

57,906,886

 

54,169,597

Five to ten years

 

9,727,200

 

9,246,554

After ten years

 

23,368,955

 

21,943,821

 

95,896,401

 

90,184,466

Mortgage-backed securities

 

82,713,923

 

70,370,500

Trust preferred securities

 

5,766,304

 

4,910,074

Totals

$

184,376,628

$

165,465,040

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $50,632,946 at December 31, 2022 and $40,401,405 at December 31, 2021.

There were no sales of available-for-sale securities in 2022 or 2021.

Certain investments in debt securities are reported in the consolidated financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2022 and 2021, was $161,515,681 and $66,469,584, which is approximately 98% and 44%, respectively, of the Company’s available-for-sale investment portfolio. These declines primarily resulted from recent changes in market interest rates.

The following table shows the Company’s investments’ gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2022 and 2021:

December 31, 2022

Less than 12 Months

12 Months or More

Total

Description of

Unrealized

Unrealized

Unrealized

Securities

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

Available-for-sale securities:

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

33,360,763

$

(1,739,014)

$

18,342,570

$

(2,231,308)

$

51,703,333

$

(3,970,322)

Mortgage-backed securities

 

37,376,514

 

(4,630,518)

 

29,762,639

 

(7,776,221)

 

67,139,153

 

(12,406,739)

State and political subdivisions

 

37,763,121

 

(1,744,891)

 

 

 

37,763,121

 

(1,744,891)

Trust preferred securities

 

 

 

4,910,074

 

(856,230)

 

4,910,074

 

(856,230)

Total temporarily impaired securities

$

108,500,398

$

(8,114,423)

$

53,015,283

$

(10,863,759)

$

161,515,681

$

(18,978,182)

December 31, 2021

    

    

    

    

Less than 12 Months

12 Months or More

Total

Description of

Unrealized

Unrealized

Unrealized

Securities

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

Available-for-sale securities:

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government and agency securities

$

20,497,925

$

(249,321)

$

$

$

20,497,925

$

(249,321)

Mortgage-backed securities

 

39,454,683

 

(315,827)

 

1,319,441

 

(43,958)

 

40,774,124

 

(359,785)

Trust preferred securities

 

 

 

5,197,535

 

(524,133)

 

5,197,535

 

(524,133)

Total temporarily impaired securities

$

59,952,608

$

(565,148)

$

6,516,976

$

(568,091)

$

66,469,584

$

(1,133,239)

16


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

U.S. Government Agencies and Mortgage-backed Securities

The unrealized losses on the Company’s investment in U.S. Government agencies and mortgage-backed securities were caused by changes in interest rates and illiquidity. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates and illiquidity, and because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2022.

State and Political Subdivisions

The unrealized losses on the Company’s investments in securities of state and political subdivisions were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of its amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2022.

Trust Preferred Securities (TruPSs)

The unrealized loss on the TruPSs was primarily caused by the long-term nature of the pooled trust preferred securities, a lack of demand or inactive market for these securities, and concerns regarding the financial institutions that have issued the underlying trust preferred securities. The Company currently expects certain issuing financial institutions to settle the securities at a price less than the amortized cost basis of the investment (that is, the Company expects to recover less than the entire amortized cost basis of the security). Credit losses were calculated by comparing expected discounted cash flows based on performance indicators of the underlying assets in the securities to the carrying value of the investment. Because the Company does not intend to sell the investment and it is not more likely than not the Company will be required to sell the investment before recovery of its new, lower amortized cost basis, which may be maturity, it does not consider the remainder of the investment in TruPSs to be other-than-temporarily impaired at December 31, 2022.

Other-than-temporary Impairment

Upon acquisition of a security, the Company decides whether it is within the scope of the accounting guidance for beneficial interests in securitized financial assets or will be evaluated for impairment under the accounting guidance for investments in debt and equity securities.

The accounting guidance for beneficial interests in securitized financial assets provides incremental impairment guidance for a subset of the debt securities within the scope of the guidance for investments in debt and equity securities. For securities where the security is a beneficial interest in securitized financial assets, the Company uses the beneficial interests in securitized financial asset impairment model. For securities where the security is not a beneficial interest in securitized financial assets, the Company uses debt and equity securities impairment model.

The Company routinely conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment has occurred. Economic models are used to determine whether an other-than-temporary impairment has occurred on these securities. While all securities are considered, the securities primarily impacted by other-than-temporary impairment testing are pooled trust preferred securities. For each pooled trust preferred security in the investment portfolio (including but not

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Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

limited to those whose fair value is less than their amortized cost basis), an extensive, regular review is conducted to determine if an other-than-temporary impairment has occurred. Various inputs to the economic models are used to determine if an unrealized loss is other-than-temporary. The most significant inputs are the following:

Prepayments
Default rates
Loss severity

The pooled trust preferred securities relate to trust preferred securities issued by financial institutions throughout the United States. Other inputs may include performance indicators of the underlying financial institutions including profitability, capital ratios, and asset quality.

To determine if the unrealized loss for pooled trust preferred securities is other-than-temporary, the Company projects total estimated defaults of the underlying assets (financial institutions) and multiplies that calculated amount by an estimate of realizable value upon sale in the marketplace (severity) in order to determine the projected collateral loss. If the Company determines that a given pooled trust preferred security position will be subject to a write-down or loss, the Company records the expected credit loss as a charge to earnings.

Credit Losses Recognized on Investments

Certain debt securities have experienced fair value deterioration due to credit losses, as well as due to other market factors, but are not otherwise other-than-temporarily impaired.

The following table provides information about debt securities for which only a credit loss was recognized in income and other losses are recorded in other comprehensive income (loss).

Accumulated credit losses

    

2021

    

2021

Credit losses on debt securities held

 

  

 

  

Beginning of year

$

21,306

$

32,417

Reductions due to final settlement

 

 

Reductions due to increases in expected cash flows

 

(7,821)

 

(11,111)

End of year

$

13,485

$

21,306

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Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Note 3:    Loans and Allowance for Loan Losses

Classes of loans at December 31, include:

    

2022

    

2021

Mortgage loans on real estate

 

  

 

  

Residential 1-4 family

$

140,728,742

$

140,014,729

Commercial

 

359,033,188

 

345,850,734

Construction and land development

 

35,155,928

 

41,297,521

Agriculture

 

8,063,893

 

9,002,078

Total mortgage loans on real estate

 

542,981,751

 

536,165,062

Commercial

 

107,592,376

 

85,602,595

Agriculture

 

9,246,974

 

7,680,437

Consumer Installment loans

 

2,694,940

 

2,631,528

 

662,516,041

 

632,079,622

Less

 

  

 

  

Allowance for loan losses

 

9,112,495

 

10,183,297

Deferred loan fees

 

 

258,932

Net loans

$

653,403,546

$

621,637,393

The Company purchases loans from other institutions. The outstanding balance of loans purchased from other financial institutions was $50,636,835 and $43,443,538 as December 31, 2022 and 2021, respectively. The outstanding balance of loans sold to other financial institutions serviced by the Company was $47,829,632 and $52,403,246 as December 31, 2022 and 2021, respectively.

The Company maintains lending policies and procedures designed to focus lending efforts on the type, location and duration of loans most appropriate for its business model and markets. The Company’s principal lending activity is the origination of residential and commercial investor real estate loans, commercial loans, agricultural, and consumer loans. The primary lending market is where the Company’s branches are located in central and metro-East St. Louis areas of Illinois and the surrounding counties. Generally, loans are collateralized by assets of the borrower and guaranteed by the principals of the borrowing entity.

The Board of Directors reviews and approves the Company’s lending policy on an annual basis. Quarterly, the Board of Directors review the allowance for loan losses and reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans.

The Company does not accrue interest on any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower, any asset for which payment in full of interest or principal is not expected, or any asset upon which principal or interest has been in default for a period of ninety days or more unless it is both well secured and in the process of collection. A non-accrual asset may be restored to an accrual status when none of its principal and interest is due and unpaid, or when it otherwise becomes well secured and in the process of collection.

The Company’s third party loan review conducts periodic independent loan reviews of outstanding loans. The primary objective of the independent loan review function is to ensure the maintenance of a quality loan portfolio and minimize the potential for loan losses. The third party loan review is performed on sample of existing loans for compliance with internal policies and procedures.

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Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 31, 2022 and 2021:

Mortgage Loans on Real Estate

Construction

Residential 1-4

and land

Year Ended December 31, 2022

    

Family

    

Commercial

    

development

    

Agriculture

    

Commercial

    

Agriculture

    

Consumer

    

Unallocated

    

Total

Allowance for loan losses:

  

  

  

  

  

  

  

  

  

Balance, beginning of year

$

2,881,723

$

5,025,038

$

518,339

$

30,408

$

704,326

$

65,284

$

33,276

$

924,903

$

10,183,297

Provision charged to expense

 

(518,240)

 

286,599

 

(26,784)

 

(6,891)

 

174,332

 

1,294

 

49,443

 

(709,753)

 

(750,000)

Losses charged off

 

(83,390)

 

(34,636)

 

(193,706)

 

 

(77,415)

 

 

(132,024)

 

 

(521,171)

Recoveries

 

2,722

 

407

 

40,370

 

6,000

 

70,354

 

 

80,516

 

 

200,369

Balance, end of year

$

2,282,815

$

5,277,408

$

338,219

$

29,517

$

871,597

$

66,578

$

31,211

$

215,150

$

9,112,495

Ending balance: individually evaluated for impairment

$

$

$

$

$

$

$

$

$

Ending balance: collectively evaluated for impairment

 

2,282,815

 

5,277,408

 

338,219

 

29,517

 

871,597

 

66,578

 

31,211

 

215,150

 

9,112,495

Ending balance

$

2,282,815

$

5,277,408

$

338,219

$

29,517

$

871,597

$

66,578

$

31,211

$

215,150

$

9,112,495

Loans:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

140,728,742

$

359,033,188

$

35,155,928

$

8,063,893

$

107,592,376

$

9,246,974

$

2,694,940

$

$

662,516,041

Ending balance: individually evaluated for impairment

$

2,434,375

$

8,950,390

$

66,116

$

$

55,945

$

$

$

$

11,506,826

Ending balance: collectively evaluated for impairment

$

138,294,367

$

350,082,798

$

35,089,812

$

8,063,893

$

107,536,431

$

9,246,974

$

2,694,940

$

$

651,009,215

Mortgage Loans on Real Estate

Construction 

Residential 1-4

and land 

Year Ended December 31, 2021

 Family 

Commercial

development

Agriculture

Commercial

Agriculture

Consumer

Unallocated

Total

Allowance for loan losses:

Balance, beginning of year

    

$

1,685,428

    

$

4,182,603

    

$

579,114

    

$

132,589

    

$

834,431

    

$

51,201

    

$

30,341

    

$

2,619,490

    

$

10,115,197

Provision charged to expense

 

1,132,403

 

848,108

 

(71,928)

 

(117,099)

 

(120,405)

 

14,083

 

9,425

 

(1,694,587)

 

Losses charged off

 

(43,690)

 

(5,673)

 

 

 

(20,912)

 

 

(93,314)

 

 

(163,589)

Recoveries

 

107,582

 

 

11,153

 

14,918

 

11,212

 

 

86,824

 

 

231,689

Balance, end of year

$

2,881,723

$

5,025,038

$

518,339

$

30,408

$

704,326

$

65,284

$

33,276

$

924,903

$

10,183,297

Ending balance: individually evaluated for impairment

$

11,786

$

$

17,235

$

$

12,526

$

$

$

$

41,547

Ending balance: collectively evaluated for impairment

 

2,869,937

 

5,025,038

 

501,104

 

30,408

 

691,800

 

65,284

 

33,276

 

924,903

 

10,141,750

Ending balance

$

2,881,723

$

5,025,038

$

518,339

$

30,408

$

704,326

$

65,284

$

33,276

$

924,903

$

10,183,297

Loans:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

140,014,729

$

345,850,734

$

41,297,521

$

9,002,078

$

85,602,595

$

7,680,437

$

2,631,528

$

$

632,079,622

Ending balance: individually evaluated for impairment

$

2,904,264

$

3,803,868

$

646,839

$

$

78,017

$

$

$

$

7,432,988

Ending balance: collectively evaluated for impairment

$

137,110,465

$

342,046,866

$

40,650,682

$

9,002,078

$

85,524,578

$

7,680,437

$

2,631,528

$

$

624,646,634

20


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

The unallocated amounts in the above tables represent qualitative factors, including local and national economic trends that have not been specifically allocated to the portfolio segments.

Management’s opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of the borrowers.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. The analysis is performed on commercial loans at origination. In addition, significant lending relationships, new commercial and commercial real estate loans, and watch list credits are reviewed annually by an independent third party in order to verify risk ratings. The Company uses the following definitions for risk rating.

Pass - Loans classified as pass are well protected by the ability of the borrower to pay or by the value of the asset or underlying collateral.

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable.

Loss – Loans classified as loss are the portion of the loan that is considered uncollectible so that its continuance as an asset is not warranted. The amount of the loss determined will be charged-off.

Risk characteristics applicable to each segment of the loan portfolio are described as follows.

Residential 1-4 Family and Equity Lines of Credit Real Estate: The residential 1-4 family and equity lines of credit real estate loans are generally secured by owner-occupied family residences. Repayment is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Company’s market areas that might impact either property values or a borrower’s personal income. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Commercial Real Estate: Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Company’s market areas.

21


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Construction and Land Development Real Estate: Construction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Company’s market areas.

Agricultural and Agricultural Real Estate Loan: Agricultural loans are generally comprised of seasonal operating lines to grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. Agricultural real estate loans are primarily comprised of loans for the purchase of farmland. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for one year and secured by the crop. Loan-to-value ratios on loans secured by farmland generally do not exceed 75% and have amortization periods limited to twenty five years. Federal government-assistance lending programs through the Farm Service Agency and U.S. Department of Agriculture are used to mitigate the level of credit risk when deemed appropriate.

Commercial: The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.

Consumer: The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s market area) and the creditworthiness of a borrower.

The following table presents the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of December 31, 2022 and 2021:

Mortgage Loans on Real Estate

Construction

Residential 1-4

and land

December 31, 2022

    

Family

    

Commercial

    

development

    

Agriculture

    

Commercial

    

Agriculture

    

Consumer

    

Total

Pass

$

137,210,336

$

343,691,974

$

29,326,505

$

7,879,361

$

107,108,068

$

9,233,389

$

2,694,940

$

637,144,573

Special Mention

 

1,084,031

 

6,390,824

 

5,763,157

 

184,532

 

428,513

 

13,585

 

 

13,864,642

Substandard

 

2,434,375

 

8,302,066

 

66,116

 

 

 

 

 

10,802,557

Doubtful

 

 

648,324

 

150

 

 

55,795

 

 

 

704,269

Loss

 

 

 

 

 

 

 

 

Total

$

140,728,742

$

359,033,188

$

35,155,928

$

8,063,893

$

107,592,376

$

9,246,974

$

2,694,940

$

662,516,041

Residential 1-4

Construction and land

December 31, 2021

Family

Commercial

development

Agriculture

Commercial

Agriculture

Consumer

Total

Pass

$

136,005,176

$

328,499,896

$

40,431,802

$

8,812,022

$

84,511,951

$

7,664,333

$

2,631,528

$

608,556,708

Special Mention

 

1,105,289

 

13,546,970

 

218,880

 

190,056

 

1,012,627

 

16,104

 

 

16,089,926

Substandard

 

2,695,252

 

3,093,535

 

646,839

 

 

150

 

 

 

6,435,776

Doubtful

 

175,275

 

710,333

 

 

 

77,867

 

 

 

963,475

Loss

 

33,737

 

 

 

 

 

 

 

33,737

Total

$

140,014,729

$

345,850,734

$

41,297,521

$

9,002,078

$

85,602,595

$

7,680,437

$

2,631,528

$

632,079,622

22


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis. No significant changes were made to either during the past year.

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of December 31, 2022 and 2021:

30-89 Days

Greater Than

Total

Total Loans

Greater than 90

December 31, 2022

    

Past Due

    

90 Days

    

Past Due

    

Current

    

Receivable

    

Days & Accruing

Mortgage loans on real estate

  

  

  

  

  

  

Residential 1-4 family

$

3,290,653

$

2,169,029

$

5,459,682

$

135,269,060

$

140,728,742

$

1,972,967

Commercial

 

143,257

 

906,559

 

1,049,816

 

357,983,372

 

359,033,188

 

Construction and land development

 

 

61,393

 

61,393

 

35,094,535

 

35,155,928

 

Agriculture

 

 

 

 

8,063,893

 

8,063,893

 

Commercial

 

125,463

 

55,795

 

181,258

 

107,411,118

 

107,592,376

 

Agriculture

 

 

 

 

9,246,974

 

9,246,974

 

Consumer

 

62,722

 

 

62,722

 

2,632,218

 

2,694,940

 

Total

$

3,622,095

$

3,192,776

$

6,814,871

$

655,701,170

$

662,516,041

$

1,972,967

30-89 Days

Greater Than

Total

Total Loans

Greater than 90

December 31, 2021

    

Past Due

    

90 Days

    

Past Due

    

Current

    

Receivable

    

Days & Accruing

Mortgage loans on real estate

  

  

  

  

  

  

Residential 1-4 family

$

1,585,344

$

3,240,026

$

4,825,370

$

135,189,359

$

140,014,729

$

2,662,981

Commercial

 

452,519

 

983,030

 

1,435,549

 

344,415,185

 

345,850,734

 

Construction and land development

 

 

633,550

 

633,550

 

40,663,971

 

41,297,521

 

218,880

Agriculture

 

 

 

 

9,002,078

 

9,002,078

 

Commercial

 

 

78,017

 

78,017

 

85,524,578

 

85,602,595

 

Agriculture

 

 

 

 

7,680,437

 

7,680,437

 

Consumer

 

29,224

 

2,700

 

31,924

 

2,599,604

 

2,631,528

 

2,700

Total

$

2,067,087

$

4,937,323

$

7,004,410

$

625,075,212

$

632,079,622

$

2,884,561

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

23


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

The following tables present impaired loans for the years ended December 31, 2022 and 2021:

Interest Income

Recorded

Unpaid Principal

Specific

Average Investment

Interest Income

 Recognized Cash

December 31, 2022:

    

 Balance

    

 Balance

    

Allowance

    

in Impaired Loans

    

Recognized

    

Basis

Loans without a specific valuation allowance

  

  

  

  

  

  

Mortgage Loans on Real Estate:

 

  

 

  

 

  

 

  

 

  

 

  

Residential 1-4 Family

$

2,434,375

$

2,538,217

$

$

2,588,629

$

60,978

$

76,661

Commercial

 

8,950,390

 

9,173,395

 

 

9,106,773

 

111,499

 

803,790

Construction and land development

 

66,116

 

259,823

 

 

394,724

 

149,392

 

260

Agriculture

 

 

 

 

 

 

Commercial

 

55,945

 

55,945

 

 

76,445

 

5,832

 

3,676

Agriculture

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Loans with a specific valuation allowance

 

  

 

  

 

  

 

  

 

  

 

  

Mortgage Loans on Real Estate:

 

  

 

  

 

  

 

  

 

  

 

  

Residential 1-4 Family

$

$

$

$

$

$

Commercial

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

Agriculture

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

Agriculture

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total:

 

  

 

  

 

  

 

  

 

  

 

  

Mortgage Loans on Real Estate:

 

  

 

  

 

  

 

  

 

  

 

  

Residential 1-4 Family

$

2,434,375

$

2,538,217

$

$

2,588,629

$

60,978

$

76,661

Commercial

 

8,950,390

 

9,173,395

 

 

9,106,773

 

111,499

 

803,790

Construction and land development

 

66,116

 

259,823

 

 

394,724

 

149,392

 

260

Agriculture

 

 

 

 

 

 

Commercial

 

55,945

 

55,945

 

 

76,445

 

5,832

 

3,676

Agriculture

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

$

11,506,826

$

12,027,380

$

$

12,166,571

$

327,701

$

884,387

Interest Income

Recorded

Unpaid Principal 

Specific

Average Investment

Interest Income

Recognized Cash 

December 31, 2021:

    

 Balance

    

Balance

    

Allowance

    

in Impaired Loans

    

Recognized

    

Basis

Loans without a specific valuation allowance

  

  

  

  

  

  

Mortgage Loans on Real Estate:

 

  

 

  

 

  

 

  

 

  

 

  

Residential 1-4 Family

$

2,781,573

$

2,885,414

$

$

2,880,369

$

78,507

$

91,433

Commercial

 

3,803,868

 

4,026,871

 

 

3,895,444

 

31,222

 

217,659

Construction and land development

 

601,603

 

601,603

 

 

766,762

 

70,462

 

19,321

Agriculture

 

 

 

 

 

 

Commercial

 

150

 

150

 

 

150

 

 

Agriculture

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Loans with a specific valuation allowance

 

  

 

  

 

  

 

  

 

  

 

  

Mortgage Loans on Real Estate:

 

  

 

  

 

  

 

  

 

  

 

  

Residential 1-4 Family

$

122,691

$

122,691

$

11,786

$

122,691

$

16,154

$

Commercial

 

 

 

 

 

 

Construction and land development

 

45,236

 

45,236

 

17,235

 

45,236

 

 

Agriculture

 

 

 

 

 

 

Commercial

 

77,867

 

77,867

 

12,526

 

80,857

 

14,502

 

2,178

Agriculture

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total:

 

  

 

  

 

  

 

  

 

  

 

  

Mortgage Loans on Real Estate:

 

  

 

  

 

  

 

  

 

  

 

  

Residential 1-4 Family

$

2,904,264

$

3,008,105

$

11,786

$

3,003,060

$

94,661

$

91,433

Commercial

 

3,803,868

 

4,026,871

 

 

3,895,444

 

31,222

 

217,659

Construction and land development

 

646,839

 

646,839

 

17,235

 

811,998

 

70,462

 

19,321

Agriculture

 

 

 

 

 

 

Commercial

 

78,017

 

78,017

 

12,526

 

81,007

 

14,502

 

2,178

Agriculture

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

$

7,432,988

$

7,759,832

$

41,547

$

7,791,509

$

210,847

$

330,591

24


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Interest income recognized on impaired loans includes interest accrued and collected on the outstanding balances of accruing impaired loans as well as interest cash collections on non-accruing impaired loans for which the ultimate collectability is not certain.

The following table presents the Company’s nonaccrual loans at December 31, 2022 and 2021. This table excludes performing troubled debt restructurings of $0 and $11,305 as of December 31, 2022 and 2021, respectively.

    

2022

    

2021

Mortgage loans on real estate

  

  

Residential 1-4 family

$

217,996

$

577,045

Commercial

 

906,559

 

983,030

Construction and land development

 

61,393

 

414,670

Agriculture

 

 

Commercial

 

55,795

 

78,017

Agriculture

 

 

Consumer

 

 

Total

$

1,241,743

$

2,052,762

When economic concessions have been granted to borrowers who have experienced financial difficulties, the loan is designated as a troubled debt restructured loan (TDR). These concessions typically result from loss mitigation activities and could include: reduction in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Troubled debt restructured loans are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrower’s sustained repayment performance, as agreed, for a reasonable period of at least six months or once the granted concessions have ended or are no longer applicable.

The following table presents the recorded balance, at original cost, of troubled debt restructured loans as of December 31, 2022 and 2021.

Troubled debt restructurings performing 

Troubled debt

in accordance with modified terms

 restructurings not

 performing in

Total Troubled Debt

 accordance with

December 31, 2022:

    

 Restructuring

    

Accruing

    

Nonaccrual

    

 modified terms

Mortgage loans on real estate

  

  

  

  

Residential 1-4 family

$

228,994

$

228,994

$

$

Commercial

 

134,563

 

134,563

 

 

Construction and loan development

 

 

 

 

Agriculture

 

 

 

 

Commercial

 

 

 

 

Agriculture

 

 

 

 

Consumer

 

 

 

 

Total

$

363,557

$

363,557

$

$

25


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Troubled debt restructurings performing 

Troubled debt

in accordance with modified terms

 restructurings not

 performing in

Total Troubled Debt

 accordance with

December 31, 2021:

    

 Restructuring

    

Accruing

    

Nonaccrual

    

 modified terms

Mortgage loans on real estate

  

  

  

  

Residential 1-4 family

$

262,243

$

250,938

$

11,305

$

Commercial

 

152,397

 

152,397

 

 

Construction and loan development

 

 

 

 

Agriculture

 

 

 

 

Commercial

 

 

 

 

Agriculture

 

 

 

 

Consumer

 

 

 

 

Total

$

414,640

$

403,335

$

11,305

$

At December 31, 2022 and 2021, six loans designated as TDR were on accrual status. These loans performed in accordance with modified terms for a period of 6 months or more.

The troubled debt restructures described above had no impact to allowance for loan losses or charge offs during the years ended December 31, 2022 and 2021.

There were no troubled debt restructures modified in the past 12 months that subsequently defaulted, in 2022.

At December 31, 2022, the balance of foreclosed assets held for sale includes $239,138 of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property. No foreclosed residential real estate properties were held as of December 31, 2021. At December 31, 2022 and 2021, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process is $1,390,772 and $1,273,147.

Note 4:    Premises and Equipment

Major classifications of premises and equipment, stated at cost, are as follows:

    

2022

    

2021

Land

$

6,068,990

$

6,226,990

Buildings and improvements

 

19,818,199

 

20,180,042

Construction in progress

 

448,606

 

Equipment

 

9,042,198

 

8,945,216

Leasehold improvements

 

502,648

 

493,789

 

35,880,641

 

35,846,037

Less accumulated depreciation

 

16,087,031

 

15,779,943

Net premises and equipment

$

19,793,610

$

20,066,094

26


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Note 5:    Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were:

    

2022

    

2021

Balance as of January 1

$

6,317,994

$

6,317,994

Goodwill acquired during the year

 

 

Balance as of December 31

$

6,317,994

$

6,317,994

All goodwill is allocated to the banking segment of the business.

Note 6:    Other Intangible Assets

The carrying basis and accumulated amortization of recognized intangible assets at December 31, 2022 and 2021, were:

2022

2021

    

Gross Carrying

    

Accumulated

    

Gross Carrying

    

Accumulated

Amount

Amortization

Amount

Amortization

Core deposits

$

3,487,736

$

3,444,012

$

3,487,736

$

3,181,665

Amortization expense for the years ended December 31, 2022 and 2021, was $262,346 for both years. Estimated amortization expense for 2023 is $43,724.

Note 7:    Mortgage Servicing

Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The unpaid principal balances of mortgage loans serviced for others were $832,468,223 and $868,965,948 at December 31, 2022 and 2021, respectively.

The following summarizes the activity pertaining to mortgage servicing rights measured using the fair value method for years ended December 31, 2022 and 2021:

    

2022

    

2021

Fair value as of the beginning of the period

$

7,550,906

$

5,942,270

Additions

 

  

 

  

Servicing obligations that result from asset transfers

 

920,788

 

1,995,976

Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model*

 

3,250,000

 

850,000

Other changes

 

(1,369,759)

 

(1,237,340)

Fair Value at the end of the period

$

10,351,935

$

7,550,906


*

Primarily reflects changes in discount rates and prepayment speed assumptions

Note 8:    Interest-bearing Deposits

Interest-bearing deposits in denominations of $250,000 or more were $10,192,566 and $10,104,458 on December 31, 2022 and 2021, respectively.

27


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

At December 31, 2022, the scheduled maturities of time deposits are as follows:

2023

    

$

101,733,904

2024

 

16,564,663

2025

 

8,701,327

2026

 

1,413,470

2027

 

1,335,914

$

129,749,278

Note 9:    Junior Subordinated Debentures

The Company has three junior subordinated debt issues owed to individual statutory trusts, each of which are wholly-owned, subsidiaries owned, unconsolidated subsidiaries the details of which are outlined in the table below. The individual statutory trusts were formed to issue cumulative preferred securities.

    

    

    

    

    

    

Interest rate at

    

Balance owed at

    

Interest rate at

 

Date

Call

Maturity

Adjustment

December 31,

December 31, 

December 31,

 

formed

date

date

Interest rate term

periods

2022

2022

2021

 

Statutory Trust II

 

3/17/2004

 

3/17/2009

 

3/17/2034

 

Floating 3 mo LIBOR + 279

 

Adjusts quarterly, each 3/15, 6/15, 9/15, 12/15

 

7.528

%  

$

4,124,000

  

3.006

%

Statutory Trust III

 

3/22/2007

 

3/22/2012

 

3/22/2037

 

Fixed until call, then floating 3 mo LIBOR + 168

 

Adjusts quarterly, each 3/15, 6/15, 9/15, 12/15

 

6.449

%  

 

7,732,000

  

1.883

%

WPI Statutory Trust I1

 

7/7/2007

 

9/15/2007

 

6/15/2037

 

Floating 3 mo LIBOR + 145

 

Adjusts quarterly, each 3/15, 6/15, 9/15, 12/15

 

6.219

%  

 

3,093,000

*  

1.653

%


*

Carrying value was $2,333,156 and $2,333,156 as of December 31, 2022 and 2021, respectively.

The Company’s obligations with respect to the issuance of the preferred securities constitute a full and unconditional guarantee of the obligations with respect to the preferred securities. Interest on the junior subordinated debentures and distributions on the preferred securities are payable quarterly in arrears. Distributions on the preferred securities are cumulative. The Company has the right, at any time, so long as no events of default has occurred and is continuing, to defer payments of interest on the junior subordinated debentures, which will require deferral of distribution of the preferred securities, for a period not exceeding 20 consecutive quarterly periods, provided that such deferral may not extend beyond the stated maturity of the junior subordinated debentures. The preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at maturity or their earlier redemption.

Interest expense on the junior subordinated debt was $616,095 and $370,694 for the years ended December 31, 2022 and 2021, respectively.

28


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Note 10:    Other Borrowings

Other borrowings consisted of the following components:

    

2022

    

2021

Federal Home Loan Bank advances

$

62,348,241

$

16,208,136

CIBC Bank USA notes

 

5,025,000

 

5,695,000

$

67,373,241

$

21,903,136

The Federal Home Loan Bank advances are secured by mortgage loans and investment securities totaling $268,875,186 at December 31, 2022. Advances, at interest rates from 0.00% to 4.38% and maturity dates from March 2022 through December 2028 are subject to restrictions or penalties in event of prepayment.

The CIBC Bank USA (formerly The Private Bank) notes consist of a term note with a balance of $5,025,000 and $5,695,000 as of December 31, 2022 and 2021, respectively and a line of credit with no balance as of December 31, 2022 and 2021, respectively. The notes are secured by the Company’s stock in its Bank subsidiary. The term note reprices monthly at 1 month Term SOFR plus 225 basis points with a floor of 2.50%. The rate was 6.374% and 2.50% as of December 31, 2022 and 2021, respectively. The line of credit reprices quarterly at prime with a floor of 2.50%. The rate was 7.50% and 2.50% as of December 31, 2022 and 2021, respectively. The maturity date is April 2024 for the term note and April 2023 for the line of credit. The Company has debt convent requirements related to total capital to Risk-Weighted Assets, Tier 1 Leverage Capital Ratio, minimum return on assets, and non-performing loans to primary capital.

Aggregate annual maturities of other borrowings at December 31, 2022, are:

2023

    

$

50,900,000

2024

 

5,055,000

2025

 

7,888,000

2026

 

742,300

Thereafter

 

2,787,941

$

67,373,241

Note 11:    Income Taxes

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states. The Company is no longer subject to U.S. Federal or Illinois income tax examinations by tax authorities for years before 2019. During the years ended December 31, 2022 and 2021, the Company recognized no expense for interest or penalties.

The income tax expense includes these components:

    

2022

    

2021

Taxes currently payable

$

2,505,241

$

3,541,847

Deferred income taxes

 

1,329,769

 

309,853

Income tax expense

$

3,835,010

$

3,851,700

29


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below:

    

2022

    

2021

Computed at the statutory rate (21%)

$

3,190,443

$

3,167,407

Increase (decrease) resulting from

 

  

 

  

Tax exempt interest

 

(317,018)

 

(332,953)

State income taxes

 

958,369

 

980,218

Dividends received

 

(200)

 

(227)

Cash surrender value of life insurance

 

(84,398)

 

(82,841)

Other

 

87,814

 

120,096

Actual tax expense

$

3,835,010

$

3,851,700

The tax effects of temporary differences related to deferred taxes shown on the consolidated balance sheets were:

    

2022

    

2021

Deferred tax assets

 

  

 

  

Allowance for loan losses

$

2,655,243

$

2,989,145

Loss on other-than-temporary impairment of securities

 

29,531

 

29,531

Unrealized loss on available-for-sale securities

 

5,391,615

 

Fair market value on acquired assets

 

119,694

 

145,011

Other

 

559,312

 

905,238

 

8,755,395

$

4,068,925

Deferred tax liabilities

 

  

 

  

Depreciation

 

(746,523)

 

(642,545)

Mortgage servicing rights

 

(2,950,819)

 

(2,152,386)

Unrealized gains on available-for-sale securities

 

 

(572,168)

Fair market value on acquired liabilities

 

(216,594)

 

(231,617)

Core Deposit Intangible

 

(12,464)

 

(87,246)

Other

 

(579,064)

 

(580,533)

 

(4,505,464)

 

(4,266,495)

Net deferred asset (liability)

$

4,249,931

$

(197,570)

Note 12:    Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss), included in stockholders’ equity, are as follows:

    

2022

    

2021

Net unrealized gain (loss) on AFS securities

$

(18,903,767)

$

2,017,741

Net unrealized gain (loss) on derivative used as cash flow hedge

 

330,466

 

(323,744)

Net unrealized loss on AFS securities for which a portion of an OTTI has been recognized in income

 

(7,821)

 

(11,111)

 

(18,581,122)

 

1,682,886

Tax Effect

 

(5,297,479)

 

479,791

Net-of-tax amount

$

(13,283,643)

$

1,203,095

30


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Note 13:    Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal 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 financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s regulators could require adjustments to regulatory capital not reflected in these consolidated financial statements.

Quantitative measures established by regulation reporting standards to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined) to total risk-weighted assets (as defined), common equity Tier 1 capital (as defined) to total risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2022 and 2021, that the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2022, the Bank was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based capital, Tier I risk-based capital, common equity Tier 1 risk-based capital and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

Minimum to Be Well Capitalized

 

Under Prompt Corrective Action

 

Actual

Minimum Capital Requirement

Provisions

 

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

 

As of December 31, 2022

 

  

 

  

 

  

 

  

 

  

 

  

Town and Country Bank

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

108,432

 

14.9

%  

$

58,422

 

8.0

%  

$

73,028

 

10.0

%

Tier I capital (to risk-weighted assets)

 

99,301

 

13.6

 

43,817

 

6.0

 

58,422

 

8.0

Common equity Tier I capital (to risk-weighted assets)

 

99,301

 

13.6

 

32,578

 

4.5

 

47,057

 

6.5

Tier I capital(to average assets)

 

99,301

 

10.8

 

36,775

 

4.0

 

45,969

 

5.0

As of December 31, 2021

 

  

 

  

 

  

 

  

 

  

 

  

Town and Country Bank

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

98,853

 

14.7

%  

$

53,983

 

8.0

%  

$

67,479

 

10.0

%

Tier I capital (to risk-weighted assets)

 

90,418

 

13.4

 

40,487

 

6.0

 

53,983

 

8.0

Common equity Tier I capital (to risk-weighted assets)

 

90,418

 

13.4

 

30,081

 

4.5

 

43,451

 

6.5

Tier I capital(to average assets)

 

90,418

 

10.0

 

36,046

 

4.0

 

45,058

 

5.0

The above minimum capital requirements exclude the capital conservation buffer required to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. The capital conservation buffer was 2.50% at December 31, 2022. The company and Bank have elected to exclude AOCI in computing regulatory capital.

31


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

The Company and Bank are subject to certain restrictions on the amount of dividends that they may declare without prior regulatory approval.

Basel III Capital Rules

In July 2013, the three federal bank regulatory agencies jointly published final rules (the Basel III Capital Rules) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. These rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, compared to the current U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. These rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing risk-weighting approach with a more risk-sensitive approach. The Basel III Capital Rules were effective for the Bank on January 1, 2015 (subject to a four-year phase-in period).

The Basel III Capital Rules, among other things, (i) introduce a new capital measure called “Common Equity Tier 1” (CET1), (ii) specify that Tier 1 capital consist of CET1 and “Additional Tier 1 Capital” instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expand the scope of the deductions/adjustments as compared to existing regulations.

Note 14:    Related Party Transactions

At December 31, 2022 and 2021, the Company had loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties), in the amount of $241,700 and $1,496,003, respectively.

In management’s opinion, such loans and other extensions of credit were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features.

Note 15:    Employee Benefits

The Company has an Employee Stock Ownership Plan (ESOP) to provide retirement benefits for substantially all employees. All full time employees who meet certain age and length of service requirements are eligible to participate in the ESOP. Dividends on allocated shares of common stock are allocated directly to the participant’s account. All shares held by the ESOP have been allocated to the Plan participants and are included in the computation of weighted average common shares outstanding.

The Plan owned 126,762 and 128,089 shares of the Company’s common stock as of December 31, 2022 and 2021, respectively. The market value of those shares totaled $4,521,601 and $3,484,021 as of December 31, 2022 and 2021, respectively.

In the event a terminated Plan participant desires to sell his or her shares of the Company’s stock, the Company may choose to purchase the shares from the participant at their fair market value as determined by an independent appraiser.

32


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

A portion of the Company’s contributions is based upon the employees’ contributions and another portion of the Company’s contribution is at the discretion of the Board of Directors. Employer contributions charged to expense were $543,060 and $534,739 for years ended December 31, 2022 and 2021, respectively.

Also, the Company has a non-qualified executive incentive retirement plan (Plan) that covers one member of management. Contributions to the Plan are based upon the Company meeting certain financial performance measures and are deferred until the employee reaches the normal retirement age of 65. Retirement benefits are paid out of the general assets of the Company. The retirement benefit is paid out in monthly installments for a 13 year period and equals the deferral account balance. The plan was terminated in December of 2022 and $77,178 was paid out. The liability recorded was $81,955 at December 31, 2021. The Company’s expense for the plan was $9,536 and $21,165 for 2022 and 2021, respectively.

Note 16:    Stock-Based Compensation

The Company’s Board of Directors adopted the 2015 Stock Compensation Plan (Plan) on June 25, 2015. The purpose of the Plan is to align the interests of the Company and its stockholders to employees, officers and directors. The Plan authorizes up to 100,000 shares of restricted stock to be granted to eligible participants over the life of the Plan. At December 31, 2022, there were 32,750 shares available to be issued under the Plan. From the time employees are granted the restricted shares, those shares are considered issued and the employee is given all rights of ownership including dividend and voting rights.

    

    

    

    

Weighted

    

    

    

    

Average

Estimated

Number of 

vesting

Number of 

Additional

Year

Shares

grant date fair

shares 

period

shares

Shares

Compensation

expense to be

granted

granted

value

outstanding 

remaining

vested

forfeited

expense

incurred

2015

 

52,500

 

11.52

 

 

 

45,000

 

7,500

 

 

2017

 

10,000

 

21.30

 

 

0

 

6,250

 

3,750

 

10,243

 

2018

 

9,500

 

21.20

 

1,000

 

0.25

 

1,000

 

7,500

 

8,480

 

4,240

2019

 

2,500

 

20.98

 

 

 

 

2,500

 

 

2020

 

10,000

 

19.50

 

10,000

 

2.333

 

 

 

39,000

 

113,750

2021

 

4,000

 

25.00

 

4,000

 

3.313

 

 

 

20,000

 

70,000

Note 17:    Operating Leases

The Company has several non-cancellable operating leases, primarily for office space, that expire over the next two years and require the company to pay all executory costs such as maintenance and insurance. Rental expense for this lease and equipment was $177,798 and $160,236 for the years ended December 31, 2022 and 2021, respectively.

All operating leases expire in 2023 with option to renew. Minimum lease payments under operating leases are $33,165 for 2022.

Note 18:    Financial Instruments

In the normal course of business, the Company uses various derivative financial instruments to manage its interest rate risk and market risks so as to accommodate the needs of its customers. These instruments carry varying degrees of credit, interest rate and market or liquidity risks. Derivative instruments are recognized as either assets or liabilities in the accompanying consolidated financial statements and are measured at fair value.

33


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Cash Flow Hedge

As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flows due to interest rate fluctuations, the Company has entered into various interest rate swap agreements for portions of its floating rate debt. The agreements provide for the Company to receive interest from the counterparty at three month LIBOR or SOFR and to pay interest to the counterparty at a fixed rate ranging from 2.03% to 2.05% on notional amounts of $12,500,000 at December 31, 2022. Under the agreement, the Company pays or receives the net interest amount monthly, with the monthly settlements included in interest expense.

The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

Other Derivatives

As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flows due to interest rate fluctuations, the Company enters into interest rate swap agreements from time to time. The Company currently has outstanding aggregate interest rate swaps of $80,157,706. The agreements provide for the Company to receive interest from the counterparty at a fixed rate ranging from 3.37% to 5.06% and to pay a variable rate ranging from 67% of one month LIBOR plus 221.1 basis points to one month LIBOR plus 325 basis points or one month SOFR plus 200 basis points to one month SOFR plus 235 basis points. The Company also has agreements with a counterparty whereby the Company receives interest at a rate ranging from 67% of one month LIBOR plus 221.1 basis points to one month LIBOR plus 325 basis points or one month SOFR plus 200 basis points to one month SOFR plus 235 basis points and pays interest to the counterparty at a fixed rate ranging from 3.37% to 5.06%. Under all agreements, the net interest paid or received is included in interest income. The nine interest rate swap agreements are economic hedges and are not considered accounting hedges.

The following table presents the fair value of derivative instruments as of December 31, 2022 and 2021:

2022

Derivative designated as

    

Balance Sheet

    

    

Balance Sheet

    

hedging instruments

Location

Fair Value

Location

Fair Value

Interest rate swaps

 

Other Assets

$

330,467

 

Other Liabilities

$

Total derivatives

 

  

$

330,467

 

  

$

2022

Derivative not designated as

    

Balance Sheet

    

    

Balance Sheet

    

hedging instruments

Location

Fair Value

Location

Fair Value

Interest rate swaps

 

Other Assets

$

2,899,632

 

Other Liabilities

$

2,899,632

Total derivatives

 

  

$

2,899,632

 

  

$

2,899,632

2021

Derivative designated as

    

Balance Sheet

    

    

Balance Sheet

    

hedging instruments

Location

Fair Value

Location

Fair Value

Interest rate swaps

 

Other Assets

$

 

Other Liabilities

$

323,744

Total derivatives

 

  

$

 

  

$

323,744

34


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2021

Derivative not designated as

    

Balance Sheet

    

    

Balance Sheet

    

hedging instruments

Location

Fair Value

Location

Fair Value

Interest rate swaps

 

Other Assets

$

1,225,851

 

Other Liabilities

$

1,225,851

Total derivatives

 

  

$

1,225,851

 

  

$

1,225,851

The following tables present the effect of derivative instruments on the consolidated statements of income for the years ended December 31, 2022 and 2021:

Amount of Gain (Loss) Recognized

Location of Gain (Loss)

in Income

Fair Value Hedges

   

Recognized in Income

   

2022

    

2021

Interest rate swaps

 

Interest income - Loans

$

1,673,781

$

(2,143,926)

Interest rate swaps

 

Interest income - Loans

 

(1,673,781)

 

2,143,926

$

$

Note 19:    Disclosures About Fair Value of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1

Quoted prices in active markets for identical assets or liabilities that the company can access at the measurement date

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3

Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities

35


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Recurring Measurements

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2022 and 2021:

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs

December 31, 2022

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

Available-for sale securities

 

  

 

  

 

  

 

  

U.S. government and agencies

$

51,703,333

$

$

51,703,333

$

Mortgage-backed securities

 

70,370,500

 

 

70,370,500

 

State and political subdivisions

 

38,481,133

 

 

38,481,133

 

Trust preferred securities

 

4,910,074

 

 

 

4,910,074

Total available-for sale securities

$

165,465,040

$

$

160,554,966

$

4,910,074

Equity securities

$

51,160

$

51,160

$

$

Mortgage Servicing Rights

 

10,351,935

 

 

 

10,351,935

Hedged Federal Home Loan Bank Advances

 

(5,000,000)

 

 

(5,000,000)

 

Interest rate swap agreements

 

330,467

 

 

330,467

 

Interest rate swap agreements

 

(2,899,632)

 

 

(2,899,632)

 

Fair Value Measurements Using

 

Quoted Prices in 

 

 

Significant 

 

Active Markets for 

 

Significant Other 

 

Unobservable 

 

Identical Assets

Observable Inputs

 

Inputs

December 31, 2021

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

Available-for sale securities

 

  

 

  

 

  

 

  

U.S. government and agencies

$

25,722,399

$

$

25,722,399

$

Mortgage-backed securities

 

77,467,555

 

 

77,467,555

 

State and political subdivisions

 

43,230,441

 

 

43,230,441

 

Trust preferred securities

 

5,282,831

 

 

 

5,282,831

Total available-for sale securities

$

151,703,226

$

$

146,420,395

$

5,282,831

Equity securities

$

65,000

$

65,000

$

$

Mortgage Servicing Rights

 

7,550,906

 

 

 

7,550,906

Hedged Federal Home Loan Bank Advances

 

(5,000,000)

 

 

(5,000,000)

 

Interest rate swap agreements

 

(323,744)

 

 

(323,744)

 

Interest rate swap agreements

 

1,225,851

 

 

1,225,851

 

Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the year ended December 31, 2022. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

36


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Available-for-sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. See the table below for inputs and valuation techniques used for Level 3 securities.

Mortgage Servicing Rights

Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of discount rate, prepayment speed and default rate. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.

Management measures mortgage servicing rights through the completion of a proprietary model. Inputs to the model are developed by staff and are reviewed by management. The model is tested quarterly using baseline data to check its accuracy. Management obtains fair value calculations from a third party model.

Hedged Federal Home Loan Bank Advances

Certain variable rate Federal Home Loan Bank (FHLB) advances have been converted to fixed rate advances by entering into interest rate swap agreements. The fair value of those variable rate loans is based on discounting the estimated cash flows using interest rates determined by the respective interest rate swap agreement. FHLB estimates are classified within Level 2 of the valuation hierarchy based on the unobservable inputs used.

Interest Rate Swap Agreements

The fair value is estimated using forward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy.

Level 3 Valuation Process

Fair value determinations for Level 3 measurements of securities are the responsibility of the Chief Financial Officer’s (CFO) office. The CFO’s office, in consultation with an independent firm, generates fair value estimates on a quarterly basis. The CFO’s office challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States.

37


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs:

Pooled Trust Preferred Securities

    

2022

    

2021

Beginning balance January 1

$

5,282,831

$

4,431,491

Total realized and unrealized gains and losses

 

  

 

  

Included in net income

 

 

Included in other comprehensive income

 

  

 

  

Unrealized appreciation (depreciation) on available-for-sale securities

 

(332,942)

 

881,623

Settlements

 

(39,815)

 

(30,283)

Ending balance, December 31

$

4,910,074

$

5,282,831

Realized and unrealized gains and losses for items reflected in the table above has no effect to net income in the consolidated statements of income in 2022 or 2021.

The reconciliation of mortgage servicing rights is included in Note 7.

Nonrecurring Measurements

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2022 and 2021:

Fair Value Measurements Using

    

    

Quoted Prices in 

    

    

 

Active Markets 

 

Significant Other 

 

Significant 

 

for Identical 

 

Observable Inputs 

 

Unobservable Inputs 

Fair Value

 

Assets (Level 1)

(Level 2)

(Level 3)

December 31, 2022

 

  

 

  

 

  

 

  

Impaired loans

$

$

$

$

December 31, 2021

 

  

 

  

 

  

 

  

Impaired loans

$

204,247

$

$

$

204,247

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Collateral-dependent Impaired Loans, Net of ALL

The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral

38


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by management. Appraisals are reviewed for accuracy and consistency by management. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by management by comparison to historical results.

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

Unobservable (Level 3) Inputs

    

Fair Value at December 31, 2022

    

Valuation Technique

    

Unobservable Inputs

    

Range (Weighted Average)

Pooled Trust Preferred Securities

$

4,910,074

 

Discounted cash flow

 

Constant prepayment rate

 

1% annually

 

Probability of default

 

0.50% for the remaining life

 

Loss severity

 

90% with a 2 year lag

Mortgage servicing rights

 

10,351,935

 

Discounted cash flow

 

Discount rate

 

5.604% - 6.537% (6.345%)

 

PSA standard prepayment

 

105 - 260 (106)

Unobservable (Level 3) Inputs

    

Fair Value at December 31, 2021

    

Valuation Technique

    

Unobservable Inputs

    

Range (Weighted Average)

Pooled Trust Preferred Securities

$

5,282,831

 

Discounted cash flow

 

Constant prepayment rate

 

1% annually

 

Probability of default

 

0.50% for the remaining life

 

Loss severity

 

90% with a 2 year lag

Collateral-dependent impaired loans

 

204,247

 

Market comparable properties

 

Marketability Discount

 

7% - 59% (16.9%)

Mortgage servicing rights

 

7,550,906

 

Discounted cash flow

 

Discount rate

 

2.25% - 3.262% (3.052%)

 

PSA standard prepayment

 

170 - 308 (174)

Fair Value of Financial Instruments

The following table presents estimated fair values of the Company’s other financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2022 and 2021.

Fair Value Measurements Using

 

 

 

Quoted Prices in 

 

 

Significant 

 

Active Markets for 

 

Significant Other 

Unobservable 

 

Identical Assets 

 

Observable Inputs

Inputs 

December 31, 2022

Carrying Amount

 

(Level 1)

(Level 2)

(Level 3)

Financial assets

    

  

    

  

    

  

    

Cash and cash equivalents

$

31,917,821

$

31,917,821

$

$

Interest bearing time deposits

 

249,000

 

249,000

 

 

Loans held for sale

 

2,656,072

 

 

 

2,656,072

Loans, net of allowance for loan losses

 

653,403,546

 

 

 

647,640,545

Federal Reserve and Federal Home Loan Bank stock

 

2,822,160

 

 

 

2,822,160

Interest receivable

 

3,370,722

 

3,370,722

 

 

Financial liabilities

 

  

 

  

 

  

 

Deposits

 

755,836,998

 

626,087,720

 

131,180,549

 

Junior subordinated debentures

 

14,189,156

 

 

 

16,844,478

Other Borrowings

 

62,373,241

 

 

 

61,981,257

Interest payable

 

494,221

 

494,221

 

 

Unrecognized financial instruments (net of contract amount)

 

 

 

 

Commitments to originate loans

 

 

 

 

Letters of credit

 

 

 

 

Lines of credit

 

 

 

 

39


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

    

    

Fair Value Measurements Using

Quoted Prices in

    

    

Significant

Active Markets for

Significant Other

Unobservable

Carrying

Identical Assets

Observable Inputs

Inputs

December 31, 2021

Amount

(Level 1)

(Level 2)

(Level 3)

Financial assets

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

69,905,840

$

69,905,840

$

$

Interest bearing time deposits

 

249,000

 

249,000

 

 

Loans held for sale

 

2,840,208

 

 

 

2,840,208

Loans, net of allowance for loan losses

 

621,637,393

 

 

 

673,670,822

Federal Reserve and Federal Home Loan Bank stock

 

2,822,160

 

 

 

2,822,160

Interest receivable

 

2,714,103

 

2,714,103

 

 

Financial liabilities

 

  

 

  

 

  

 

  

Deposits

 

780,014,371

 

688,091,066

 

92,069,741

 

Junior subordinated debentures

 

14,136,451

 

 

 

10,209,651

Other Borrowings

 

16,903,136

 

 

 

16,600,999

Interest payable

 

113,228

 

113,228

 

 

Unrecognized financial instruments (net of contract amount)

 

 

 

 

Commitments to originate loans

 

 

 

 

Letters of credit

 

 

 

 

Lines of credit

 

 

 

 

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value.

Cash and Cash Equivalents, Interest-bearing Time Deposits, Federal Reserve and Federal Home Loan Bank Stock, Interest Receivable and Interest Payable

The carrying amount approximates fair value.

Loans Held For Sale

For homogeneous categories of loans, such as mortgage loans held for sale, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics.

Loans

Fair value is estimated by discounting the future cash flows using the current rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.

Deposits

Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar maturities.

Junior Subordinated Debentures and Other Borrowings

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

40


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Commitments to Originate Loans, Letters of Credit and Lines of Credit

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

Note 20:    Significant Estimates and Concentrations

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are reflected in the note regarding loans. Current vulnerabilities due to certain concentrations of credit risk are discussed in the note on commitments and credit risk. Other significant estimates and concentrations not discussed in those notes include:

Investments

The Company invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the accompanying balance sheets.

General Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

Note 21:    Commitments and Credit Risk

The Company grants commercial, mortgage and consumer loans and receives deposits from customers primarily located within central and metro-East Illinois. The Company’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets. Although the Company has a diversified loan portfolio, a substantial portion of its debtors ability to honor their contracts is dependent upon the economic conditions within central and metro-East Illinois.

Commitments to Originate Loans

Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

41


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

At December 31, 2022 and 2021, the Company had outstanding commitments to originate loans aggregating approximately $17,496,000 and $43,174,961, respectively. The commitments extended over varying periods of time with the majority being disbursed within a one-year period. Loan commitments at fixed rates of interest amounted to $3,871,000 and $16,232,961 at December 31, 2022 and 2021, respectively, with the remainder at floating market rates.

Standby Letters of Credit

Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. Should the Company be obligated to perform under the standby letters of credit, the Company may seek recourse from the customer for reimbursement of amounts paid.

The Company had total outstanding standby letters of credit amounting to $2,140,511 and $1,022,627, at December 31, 2022 and 2021, respectively, with terms ranging from 1 day to 25 months. At December 31, 2022 and 2021, the Company’s deferred revenue under standby letter of credit agreements was nominal.

Lines of Credit

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.

At December 31, 2022, the Company had granted unused lines of credit to borrowers aggregating approximately $86,421,284 and $34,375,496 for commercial lines and open-end consumer lines, respectively. At December 31, 2021, unused lines of credit to borrowers aggregated approximately $68,102,705 for commercial lines and $33,752,678 for open-end consumer lines.

Note 22:    Subsequent Event

Subsequent events have been evaluated through March 17, 2022, which is the date the consolidated financial statements were available to be issued.

On February 1, 2023, the Company merged with HBT Financial, Inc., Bloomington, IL. Upon completion of the merger, each share of the Company’s common stock outstanding was converted into the right, at the option of the shareholder, one of the following (“merger consideration”): (i) 1.9010 duly authorized, validly issued, fully paid and non-assessable shares of HBT common stock, par value $0.01 per share (“stock consideration”), (ii) cash in the amount of $35.66 (“cash consideration”), or (iii) a combination of the cash consideration and the stock consideration (“mixed consideration”), in each case subject to adjustment and to the election and proration procedures as provided in the merger agreement. At the time of the merger, Town and Country Banc

42


Table of Contents

Town and Country Financial Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Mortgage Services, Inc. was merged into Town and Country Bank and Town and Country Bank was merged into Heartland Bank and Trust Company.

Note 23:    Future Change in Accounting Principles

Current Expected Credit Loss

The Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments-Credit Losses (Topic 326). The ASU introduces a new credit loss model, the current expected credit loss model (CECL), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk.

The CECL model utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. For available-for-sales securities where fair value is less than cost, credit-related impairment, if any, will be recognized in an allowance for credit losses and adjusted each period for changes in expected credit risk. This model replaces the multiple exiting impairment models, which generally require that a loss be incurred before it is recognized.

The CECL model represents a significant change from existing practice and may result in material changes to the Company’s accounting for financial instruments. The new standard was effective for the Company on January 1, 2023. The Company has selected the WARM (Weighted Average Remaining Maturity) method for their CECL calculation. The Company has prepared an initial estimate of the impact from adopting the standard and believes its allowance for credit losses will be increased by approximately $511,952 as of adoption.

43


EXHIBIT 99.2

Unaudited Pro Forma Condensed Combined Financial Information

The following tables show unaudited pro forma condensed combined financial information about the financial condition and results of operations of HBT Financial, Inc. (“HBT Financial”), including per share data, after giving effect to the merger with Town and Country Financial Corporation (“Town and Country”) and other pro forma adjustments.

The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on December 31, 2022. The unaudited pro forma condensed combined income statement for the year ended December 31, 2022 gives effect to the transaction as if the transaction had become effective on January 1, 2022.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the merger. In addition, the fair value adjustments are estimates as of the date hereof and are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

The unaudited pro forma condensed combined financial statements should be read together with:

The accompanying notes to the unaudited pro forma condensed combined financial information;
HBT Financial’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022 included in HBT Financial’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 8, 2023; and
Town and Country’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022 included as an exhibit to this report.


Unaudited Pro Forma Condensed Combined Balance Sheet

(dollars in thousands, except per share data)

December 31, 2022

Pro Forma

Pro Forma

    

HBT Financial

    

Town and Country

    

Adjustments

    

Reference

    

Combined

Assets

Cash and cash equivalents

$

114,159

$

31,918

$

(37,996)

A

$

108,081

Debt securities available-for-sale

843,524

165,465

(437)

B

1,008,552

Debt securities held-to-maturity

541,600

541,600

Loans held for sale

615

2,656

3,271

Loans, before allowance for loan losses

2,620,253

662,516

(22,816)

C

3,259,953

Allowance for loan losses

(25,333)

(9,112)

9,112

D

(25,333)

Loans, net of allowance for loan losses

2,594,920

653,404

(13,704)

3,234,620

Bank owned life insurance

7,557

15,747

23,304

Bank premises and equipment

50,704

19,794

(4,684)

E

65,814

Foreclosed assets

3,030

239

31

F

3,300

Goodwill

29,322

6,318

26,748

G

62,388

Intangible assets, net

1,070

44

22,238

H, I

23,352

Mortgage servicing rights

10,147

10,352

202

J

20,701

Other assets

90,086

18,802

1,802

K. L

110,690

Total assets

$

4,286,734

$

924,739

$

(5,800)

$

5,205,673

Liabilities

Deposits:

Noninterest-bearing

$

994,954

$

212,472

$

$

1,207,426

Interest-bearing

2,592,070

543,365

473

M

3,135,908

Total deposits

3,587,024

755,837

473

4,343,334

Securities sold under agreements to repurchase

43,081

43,081

Other borrowings

160,000

67,373

(1,134)

N

226,239

Subordinated notes

39,395

39,395

Junior subordinated debentures

37,780

14,189

756

O

52,725

Other liabilities

45,822

6,911

8,966

P, Q

61,699

Total liabilities

3,913,102

844,310

9,061

4,766,473

Stockholders' equity

373,632

80,429

(14,861)

Q, R

439,200

Total liabilities and stockholders’ equity

$

4,286,734

$

924,739

$

(5,800)

$

5,205,673

Book value per share

$

12.99

$

28.29

$

13.67

Shares of common stock outstanding

28,752,626

2,842,789

535,811

32,131,226


See Notes to Unaudited Pro Forma Condensed Combined Balance Sheet


Unaudited Pro Forma Condensed Combined Statement of Income

(dollars in thousands, except per share data)

Year Ended December 31, 2022

Pro Forma

Pro Forma

    

HBT Financial

    

Town and Country

    

Adjustments

    

Reference

    

Combined

Interest income

$

153,054

$

31,525

$

3,306

S

$

187,885

Interest expense

7,180

3,313

(16)

T

10,477

Net interest income

145,874

28,212

3,322

177,408

Provision for loan losses

(706)

(750)

(1,456)

Net interest income after provision for loan losses

146,580

28,962

3,322

178,864

Noninterest income

34,717

14,104

48,821

Noninterest expense

105,107

27,873

2,481

U

135,461

Income before income tax expense

76,190

15,193

841

92,224

Income tax expense

19,734

3,835

238

V

23,807

Net income

$

56,456

$

11,358

$

603

$

68,417

Earnings per share - Basic

$

1.95

$

4.00

$

2.12

Earnings per share - Diluted

$

1.95

$

4.00

$

2.12

Weighted average shares outstanding for basic earnings per share

28,853,697

2,842,789

535,811

32,232,297

Weighted average shares outstanding for diluted earnings per share

28,919,316

2,842,789

535,811

32,297,916


See Notes to Unaudited Pro Forma Condensed Combined Statement of Income


Note 1 – Basis of Presentation

HBT Financial completed its merger with Town and Country on February 1, 2023. The merger is accounted for under the acquisition method of accounting and, accordingly the assets and liabilities of Town and Country, presented in this unaudited pro forma condensed combined financial information have been adjusted to their fair values based upon conditions as of the merger date and as if the merger had been effective on January 1, 2022 for the unaudited pro forma condensed combined income statement.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the merger. The fair value adjustments are estimates as of the date hereof and are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

Note 2 – Purchase Price

Pursuant to the merger agreement, shares of Town and Country common stock, in the aggregate, were exchanged for 3,378,600 shares of HBT common stock and $38.0 million in cash. Based upon the closing price of HBT Financial common stock of $21.12 on February 1, 2023, this represents total consideration of $109.4 million.

Note 3 – recent accounting pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13, also commonly referred to as the current expected credit loss (“CECL”) standard, 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.

Additionally, under the CECL standard, an acquiror is required to determine whether purchased loans held for investment have experienced more-than-insignificant deterioration in credit quality since origination, referred to as purchase credit deteriorated (“PCD”). An acquiror initially measures the amortized cost of a PCD loan by adding the acquisition date estimate of expected credit losses to the loan’s purchase price.

HBT Financial and Town and Country each adopted the CECL standard on January 1, 2023 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Accordingly, the unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2022 does not reflect the effects of the CECL standard.

Upon adoption of the CECL standard, a cumulative effect adjustment was recognized by HBT Financial resulting in an after-tax decrease to retained earnings of $6.9 million as of January 1, 2023. This transition adjustment includes a $7.0 million impact due to the increase in the allowance for credit losses, a $2.9 million impact due to the establishment of a liability for off-balance sheet credit losses, and a $2.7 million impact due to the tax effect of the transition adjustment.


HBT Financial also adopted the CECL standard using the prospective transition approach for PCD financial assets that were previously classified as purchased credit impaired (“PCI”) and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $0.2 million to the allowance for credit losses. The remaining noncredit discount will be accreted into interest income at the effective interest rate as of January 1, 2023.

Subsequent to the Town and Country merger, HBT Financial recorded an allowance for credit losses on non-PCD loans of $5.2 million and a liability for off-balance sheet credit losses of $0.7 million through an increase to the provision for credit losses.

Note 4 – Pro Forma Adjustments to Unaudited Condensed Combined Financial DATA

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. The fair value adjustments are estimates as of the date hereof and are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

Balance Sheet Adjustments

A.Adjustment to cash to reflect the estimated cash component of the merger consideration of $38.0 million.
B.Adjustment to Town and Country’s debt securities to reflect the estimated fair value.
C.Adjustment to Town and Country’s loans to reflect the estimated fair value.
D.To record elimination of Town and Country’s allowance for loan losses.
E.Adjustment to Town and Country’s bank premises and equipment to reflect the estimated fair value.
F.Adjustment to Town and Country’s foreclosed assets to reflect the estimated fair value.


G.To record goodwill resulting from the difference between the purchase price and identifiable net assets as follows (dollars in thousands):

Purchase price allocation

    

Cash

$

37,996

HBT common stock (based on closing price of $21.12 on February 1, 2023)

71,356

Pro forma purchase price

109,352

Allocated to:

Historical book value of Town and Country's assets and liabilities

80,429

Elimination of Town and Country's allowance for loan losses

9,112

Elimination of Town and Country's goodwill

(6,318)

Elimination of Town and Country's core deposit intangible asset

(44)

Transaction expenses paid by Town and Country

(1,226)

Fair value adjustments:

Debt securities

(437)

Loans

(22,816)

Bank premises and equipment

(4,684)

Foreclosed assets

31

Core deposit intangible asset

21,282

Customer relationship intangible asset

1,000

Mortgage servicing rights

202

Other assets

(118)

Time deposits

(473)

FHLB advances

1,134

Junior subordinated debentures

(756)

Other liabilities

132

Deferred taxes

(164)

Resulting goodwill

$

33,066

H.To record core deposit intangible asset of $21.3 million which will be amortized on an accelerated basis over a period of 10 years.
I.To record customer relationship intangible asset related to wealth management department of $1.0 million which will be amortized on a straight-line basis over a period of 10 years.
J.Adjustment to Town and Country’s mortgage servicing rights to reflect the estimated fair value.
K.Adjustment to Town and Country’s other assets to reflect the estimated fair value.
L.Adjustment to net deferred tax assets to reflect tax effects of the purchase accounting adjustments. Additionally, to record a $2.3 million deferred tax asset related to estimated transaction costs.
M.Adjustment to Town and Country’s time deposits to reflect the estimated fair value.
N.Adjustment to Town and Country’s FHLB advances to reflect the estimated fair value.
O.Adjustment to Town and Country’s junior subordinated debentures to reflect the estimated fair value.
P.Adjustment to Town and Country’s other liabilities to reflect the estimated fair value.

Q.To record accrual of estimated transaction costs of $1.2 million for Town and Country and $7.9 million for HBT Financial which have not yet been recognized in the historical financial statements of either HBT Financial or Town and Country. The tax effect related to these estimated transaction costs is estimated to be $2.3 million and is included in footnote L. For purposes of the pro forma presentation, the aggregate amount of these transaction costs is excluded from the pro forma income statements, as consistent with the applicable guidance.
R.To record elimination of Town and Country’s stockholders’ equity of $80.4 million and the issuance of 3,378,600 shares of HBT Financial common stock.

Income Statement Adjustments

S.To record estimated discount accretion on the Town and Country loan portfolio. The estimated loan discount accretion approximates a level yield over the remaining life of the respective loans.
T.To record estimated discount accretion and premium amortization on the Town and Country time deposits, FHLB advances, and junior subordinated debentures over the remaining life of the respective liabilities.
U.To record estimated amortization expense of the Town and Country core deposit intangible asset and customer relationship intangible asset.
V.To record tax effects of the pro forma adjustments at an estimated tax rate of 28.3%.