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.