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8-K

Farmers National Banc Corp /Oh/ (FMNB)

8-K 2022-01-27 For: 2022-01-27
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 27, 2022

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio 001-35296 34-1371693
(State or other jurisdiction<br> <br>of incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)
20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406-0555
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(Address of principal executive offices) (Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(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:

Written communication 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)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>Symbol Name of each exchange<br> <br>on which registered
Common Stock, No Par Value FMNB The NASDAQ Stock Market

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 2.02 Results of Operations and Financial Condition.

On January 27, 2022, Farmers National Banc Corp. (the “Company”) announced earnings for the quarter and year ended December 31, 2021. A copy of the press release and certain financial information for those periods is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit<br>Number Description
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99.1 Press Release, dated January 27, 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.

Farmers National Banc Corp.
By: /s/ Kevin J. Helmick
Kevin J. Helmick
President and Chief Executive Officer

Date: January 27, 2022

EX-99.1

Exhibit 99.1

January 27, 2022

Press Release

Source: Farmers National Banc Corp.
Kevin J. Helmick, President and CEO
20 South Broad Street, P.O. Box 555
Canfield, OH 44406
330.533.3341
Email: exec@farmersbankgroup.com

FARMERS NATIONAL BANC CORP. ANNOUNCES

RECORD 2021 RESULTS

Earnings per diluted share of $0.18 ($0.50 excluding one-time items, non-GAAP) for 4^th^ quarter of 2021
Completed the acquisition of Cortland Bancorp
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Issued $75.0 million of subordinated debt at a rate of 3.125%
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156 consecutive quarters of profitability
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Efficiency ratio, (excluding one-time items, non-GAAP), of 47.4% for the fourth quarter of 2021
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Allowance for credit losses ratio of 1.26% at December 31, 2021
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Return on average assets, (excluding one-time items, non-GAAP), was 1.65% for the fourth quarter of 2021
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ROAE and ROATE, (excluding one-time items, non-GAAP), 14.8% and 18.5%, respectively, for fourth quarter of 2021
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CANFIELD, Ohio (January 27, 2022) – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB) today announced financial results for the three and twelve months ended December 31, 2021.

On a GAAP basis, net income for the fourth quarter of 2021 was $5.7 million, or $0.18 per diluted share, compared to $11.4 million, or $0.40 per diluted share, for the three months ended December 31, 2020. The results for the quarter included pretax items for acquisition related provision for credit loss expense of $4.9 million, $6.5 million for acquisition costs, $1.8 million for a prepayment penalty on an FHLB advance, security gains of $25,000, a loss of $195,000 on the sale of assets, and a one-time gain of $239,000 for the sale of Farmers’ credit card portfolio. Excluding these items (non-GAAP), core net income for the quarter ended December 31, 2021, would have been $16.2 million, or $0.50 per diluted share.

Net income for the twelve months ended December 31, 2021, totaled $51.8 million, or $1.77 per diluted share, compared to $41.9 million, or $1.47 per diluted share for the twelve months ended December 31, 2020. Results for the year ended December 31, 2021, included pre-tax items for acquisition related provision for credit loss expense of $4.9 million, acquisition costs of $7.1 million, prepayment penalties on FHLB advances of $2.1 million, security gains of $1.0 million, a loss of $247,000 on the sale of assets, and the one-time gain of $239,000 on the sale of the credit card portfolio. Net income for the twelve months ended December 31, 2021, excluding these items (non-GAAP), was $62.3 million, or $2.13 per share.

On November 1, 2021, Farmers and Cortland Bancorp (“Cortland”) completed the previously announced merger of Cortland into Farmers in a cash and stock transaction. Under the terms of the merger agreement, shareholders of Cortland were able to elect to receive either $28.00 per share in cash or 1.75 shares of Farmers’ common stock, subject to an overall limitation of 75% of the Cortland shares being exchanged for Farmers shares and 25% for cash. The merger combines two complementary banking institutions with similar culture and operating philosophies, and will further solidify Farmers’ market share in Trumbull and Mahoning counties while expanding Farmers’ presence in the greater Cleveland market. In February 2022, the systems integration of Farmers and Cortland will be completed, bringing the combined 48 branches together under one name.

At the closing of the merger, Farmers issued 5.6 million shares of its common stock along with cash of $29.6 million, which represented a transaction value of approximately $128.5 million based on its closing stock price of $17.82 on October 31, 2021. The transaction value has been allocated to assets acquired and liabilities assumed, including $482.2 million in loans and loans held for sale, $305.2 million in other tangible assets, $695.3 million in deposits, $17.9 million in other liabilities and $54.4 million in goodwill and other intangible assets. Prior to closing, Cortland incurred $3.3 million of merger-related costs. The year-over-year comparison of Farmers results is impacted by the Cortland merger, with 2021 including two months of combined operations from Cortland compared to none in the prior year.

Kevin J. Helmick, President and CEO, stated, “The last two years have brought unbelievable challenges to the world and our industry. Through it all, the Farmers team has continued to deliver record earnings and superior returns while catering to the needs of the communities we serve. I am extremely proud of our staff for all of their hard work. With the closing of the Cortland acquisition, I look forward to the possibilities in 2022.”

Balance Sheet

Total assets at December 31, 2021, grew to $4.14 billion compared to $3.32 billion at September 30, 2021 and $3.07 billion at December 31, 2020. The acquisition of Cortland added $841.7 million in assets to the balance sheet. Gross loans (excluding loans held for sale) were $2.33 billion at December 31, 2021, compared to $1.89 billion at September 30, 2021 and $2.08 billion at December 31, 2020. Gross loan growth for the quarter totaled $436.9 million and included $470.6 million in gross loans associated with the acquisition of Cortland (excluding Cortland’s PPP loans) offset by a decline in PPP loan balances of $26.3 million (inclusive of Cortland’s PPP loans) and a decline in other loan balances of $7.4 million which includes the sale of the Company’s credit card portfolio. The credit card portfolio had a balance of $3.0 million at the time of sale. At December 31, 2021, the Company has $37.5 million of PPP loans before deferred fees still to be forgiven and $1.3 million in net deferred fees associated with these loans still to be recognized into income.

Available for sale securities increased to $1.43 billion at December 31, 2021, an increase of $852.1 million from December 31, 2020. During 2021, the Company continued to deploy excess cash balances into securities. The Cortland acquisition in the fourth quarter was responsible for $130.6 million of the growth in the portfolio.

Total deposits at December 31, 2021, were $3.55 billion compared to $2.87 billion at September 30, 2021, and $2.61 billion at December 31, 2020. The growth, year over year, was due to $695.3 million in deposits obtained in the acquisition of Cortland and $241.1 million of organic growth, or 9.2% organically. After adjusting for Cortland in the fourth quarter, deposits shrank $14.5 million for the quarter.

Total stockholders’ equity increased to $472.4 million at December 31, 2021, compared to $377.5 million at September 30, 2021 and $350.1 million at December 31, 2020. The increase in stockholders’ equity was due to the Cortland acquisition and the Company’s earnings offset by dividends paid to common shareholders and changes in other comprehensive income.

Credit Quality

Non-performing loans to loans declined to 0.69% at December 31, 2021, compared to 0.78% at September 30, 2021. Early stage delinquencies, defined as 30-89 days past due, were $8.9 million, or 0.38% of total loans, at December 31, 2021, compared to $6.9 million, or 0.37% of total loans, for the prior quarter.

On January 1, 2021, Farmers adopted the Current Expected Credit Loss (“CECL”) model of accounting for credit losses. At adoption, Farmers recorded a $2.16 million increase to its allowance for loan losses and a $0.29 million increase to its reserve for off-balance sheet commitments for a combined $2.45 million, of which $1.94 million was recorded as a reduction to retained earnings with the remainder to deferred taxes. In connection with the Cortland acquisition, on November 1, 2021, Farmers recorded a $6.16 million increase to its allowance for loan losses, which was comprised of $4.87 million required to be recorded as a provision for credit losses related to non-purchased credit deteriorated loans and $1.29 million required to be recorded as a reduction of loan balances for purchased credit deteriorated loans.

Excluding the merger impact noted above, the fourth quarter 2021 results include net charge-offs of $313,000 and a provision for credit loss of $691,000 compared to net charge-offs of $197,000 and a provision expense of $3.0 million for the same period in 2020. As an overall percentage of loans, the allowance for credit losses increased to 1.26% at December 31, 2021, compared to 1.22% for the quarter ended September 30, 2021. Excluding the PPP loans, this allowance for credit losses to gross loans ratio increases to 1.28% (non-GAAP) as of December 31, 2021. Total net charge-offs as a percentage of average net loans outstanding was 6 basis points for the quarter ended December 31, 2021, compared to 4 basis points for the fourth quarter of 2020.

Net interest income

Net interest income was $29.7 million for the fourth quarter of 2021 compared to $25.8 million for the fourth quarter of 2020. The increase was due to growth in average interest earning assets, including the acquisition of Cortland, offset by a decline in net interest margin of 36 basis points. The net interest margin was 3.33% for the current quarter which is down from the 3.47% net interest margin reported in the third quarter of 2021 and lower than the 3.69% net interest margin reported in the fourth quarter of 2020. The decline in net interest margin in the fourth quarter of 2021 compared to the third quarter of 2021 was driven by the acquisition of Cortland and the issuance of subordinated debt, the proceeds of which were used to purchase securities. Excluding the impact of acquisition marks and related accretion and PPP interest and fees (non-GAAP), the net interest margin for the fourth quarter of 2021 was 3.21% compared to 3.37% for the third quarter of 2021 and 3.51% for the fourth quarter of 2020.

Noninterest income

Noninterest income declined to $9.5 million for the quarter ended December 31, 2021 compared to $10.5 million for the fourth quarter in 2020. Net gains on the sale of loans decreased to $1.7 million for the fourth quarter of 2021 compared to $3.6 million in the fourth quarter of 2020 due to lower origination volumes and tighter margins. In addition, security gains and other noninterest income were lower by $154,000 and $251,000, respectively, in the fourth quarter of 2021 compared to the same period in 2020. These declines have been partially offset by increases to service charges on deposit of $208,000, a 22.4% increase, trust fees of $559,000, a 28.7% increase, investment commissions of $161,000, a 35.8% increase, and an increase in bank owned life insurance (BOLI) income of $227,000 from the purchase of additional insurance in December 2020 and the addition of Cortland’s BOLI.

Noninterest expense

Total noninterest expense for the fourth quarter of 2021 increased to $27.7 million compared to $19.6 million in the fourth quarter of 2020. Excluding merger related costs and a $1.8 million prepayment penalty for the payoff of a $40 million FHLB advance, noninterest expense in the fourth quarter of 2021 was $19.3 million compared to $17.8 million of noninterest expense in the fourth quarter of 2020 after excluding merger related costs in that quarter. This increase in noninterest expense after adjusting for these items was primarily due to the acquisition of Cortland.

Covid Support Efforts

Farmers offered special financial assistance to support customers who were experiencing financial hardships related to the COVID-19 pandemic. The Company offered three month deferrals upon request by the borrowers, beginning in the middle of March, 2020 and concluding at the end of the three month deferral period. For those borrowers in industries that were greatly impacted by COVID-19, additional deferrals were considered and granted beyond the initial three month period. The range of deferred months for subsequent requests was three to nine months. The decline in deferred loans and balances was due to borrowers not requesting additional deferments and beginning to restart payments under the original terms of their loan. At December 31, 2021, Farmers had no customers still on deferral.

Farmers is also a preferred SBA lender and we dedicated significant additional staff and other resources to help our customers complete and submit their applications and supporting documentation for loans offered under the Paycheck Protection Program (PPP) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, so that they could obtain SBA approval and receive funding as quickly as possible. During the initial 2020 period of the PPP program, the Company facilitated PPP assistance to 1,714 business customers totaling $199.8 million. The Company, on behalf of its customers, began processing borrower applications for PPP forgiveness at the beginning of September 2020. The SBA has up to ninety days to review an application for PPP forgiveness and provide a decision at the end of that review. Once forgiveness of the PPP loans has been communicated and payment is received from the SBA, the Company will record the cash received from the SBA, pay-off the loans based on the amount of forgiveness provided and accelerate the amount of net deferred loan fees/costs recognized for the portion of the PPP loans that are forgiven.

About Farmers National Banc Corp.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $4.4 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 48 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver County in Pennsylvania, and Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets. Total wealth management assets under care at December 31, 2021 are $3.1 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

Non-GAAP Disclosure

This press release includes disclosures of Farmers’ tangible common equity ratio, return on average tangible assets, return on average tangible equity, net income excluding costs related to acquisition activities, net interest margin excluding acquisition marks and related accretion and PPP interest and fees, efficiency ratio less one-time expenses, and allowance for credit losses to gross loans, excluding PPP loans and acquired loans, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers’ marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures to their GAAP equivalents are included in the tables following Consolidated Financial Highlights below.

Forward-Looking Statements

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers’ financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in the forward-looking statements include impacts from the COVID-19 pandemic, including further resurgence in the spread of COVID-19, on local, national and global economic conditions; higher default rates on loans made to our customers related to COVID-19 and its impact on our customers’ operations and financial condition; unexpected changes in interest rates or disruptions in the mortgage markets related to COVID-19 or other responses to the health crisis; impacts of the upcoming U.S. elections on the regulatory landscape, capital markets, and response to and management of the COVID-19 pandemic including further economic stimulus from the federal government; Farmers’ failure to integrate Cortland and Cortland Bank with Farmers in accordance with expectations; deviations from performance expectations related to Cortland and Cortland Bank; and the other factors contained in Farmers’ Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on Farmers’ website (www.farmersbankgroup.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Farmers does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Farmers National Banc Corp. and Subsidiaries

Consolidated Financial Highlights

(Amounts in thousands, except per share results) Unaudited

Consolidated Statements of Income For the Three Months Ended For the Twelve Months Ended
Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020 PercentChange
Total interest income $ 31,685 $ 28,375 $ 28,609 $ 27,790 $ 28,833 $ 116,459 $ 112,327 3.7 %
Total interest expense 1,986 1,841 2,119 2,523 3,030 8,469 16,136 -47.5 %
Net interest income 29,699 26,534 26,490 25,267 25,803 107,990 96,191 12.3 %
Provision for credit losses 5,366 (948 ) 50 425 3,000 4,893 9,100 -46.2 %
Noninterest income 9,538 9,015 9,508 10,132 10,499 38,193 36,161 5.6 %
Acquisition related costs 6,521 472 104 12 1,798 7,109 3,223 120.6 %
Other expense 21,140 16,656 16,966 17,305 17,796 72,067 69,757 3.3 %
Income before income taxes 6,210 19,369 18,878 17,657 13,708 62,114 50,272 23.6 %
Income taxes 508 3,358 3,303 3,101 2,351 10,270 8,396 22.3 %
Net income $ 5,702 $ 16,011 $ 15,575 $ 14,556 $ 11,357 $ 51,844 $ 41,876 23.8 %
Average diluted shares outstanding 32,074 28,361 28,353 28,336 28,322 29,280 28,394
Basic earnings per share 0.18 0.57 0.55 0.52 0.40 1.78 1.48
Diluted earnings per share 0.18 0.56 0.55 0.51 0.40 1.77 1.47
Cash dividends per share 0.14 0.11 0.11 0.11 0.11 0.47 0.44
Performance Ratios
Net Interest Margin (Annualized) 3.33 % 3.47 % 3.52 % 3.54 % 3.69 % 3.45 % 3.70 %
Efficiency Ratio (Tax equivalent basis) 63.61 % 46.04 % 45.70 % 47.76 % 50.07 % 51.13 % 52.55 %
Return on Average Assets (Annualized) 0.58 % 1.92 % 1.90 % 1.87 % 1.49 % 1.52 % 1.46 %
Return on Average Equity (Annualized) 5.24 % 16.93 % 17.17 % 16.81 % 13.10 % 13.64 % 12.80 %
Dividends to Net Income 82.99 % 19.41 % 19.95 % 21.35 % 27.30 % 27.11 % 29.62 %
Other Performance Ratios (Non-GAAP)
Return on Average Tangible Assets 0.60 % 1.97 % 1.93 % 1.87 % 1.52 % 1.55 % 1.48 %
Return on Average Tangible Equity 6.57 % 19.63 % 19.81 % 19.30 % 15.48 % 16.13 % 15.07 %
Consolidated Statements of Financial Condition
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Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020
Assets
Cash and cash equivalents $ 112,790 $ 79,808 $ 149,357 $ 326,385 $ 254,621
Securities available for sale 1,427,677 1,183,361 996,271 802,866 575,600
Other investments 30,459 19,041 20,573 21,317 21,528
Loans held for sale 4,545 2,628 1,922 3,993 4,766
Loans 2,331,082 1,894,216 1,959,865 2,037,404 2,078,044
Less allowance for credit losses (a) 29,386 23,136 24,806 24,935 22,144
Net Loans 2,301,696 1,871,080 1,935,059 2,012,469 2,055,900
Other assets 265,582 161,129 156,876 157,494 158,733
Total Assets $ 4,142,749 $ 3,317,047 $ 3,260,058 $ 3,324,524 $ 3,071,148
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing $ 916,237 $ 675,938 $ 663,640 $ 675,045 $ 608,791
Interest-bearing 2,630,998 2,190,475 2,115,183 2,158,009 2,002,087
Total deposits 3,547,235 2,866,413 2,778,823 2,833,054 2,610,878
Other interest-bearing liabilities 87,758 49,649 78,369 79,683 78,906
Other liabilities 35,324 23,461 35,958 64,432 31,267
Total liabilities 3,670,317 2,939,523 2,893,150 2,977,169 2,721,051
Stockholders’ Equity 472,432 377,524 366,908 347,355 350,097
Total Liabilities and Stockholders’ Equity $ 4,142,749 $ 3,317,047 $ 3,260,058 $ 3,324,524 $ 3,071,148
Period-end shares outstanding 33,898 28,322 28,322 28,308 28,258
Book value per share $ 13.94 $ 13.33 $ 12.95 $ 12.27 $ 12.39
Tangible book value per share (Non-GAAP)* 10.91 11.61 11.23 10.53 10.63
* Tangible book value per share is calculated by dividing tangible common equity by outstanding shares<br>
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Capital and Liquidity
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Common Equity Tier 1 Capital Ratio (b) 13.13 % 14.58 % 13.95 % 13.49 % 13.22 %
Total Risk Based Capital Ratio (b) 17.56 % 16.25 % 15.54 % 15.10 % 14.72 %
Tier 1 Risk Based Capital Ratio (b) 13.79 % 15.18 % 14.39 % 13.93 % 13.67 %
Tier 1 Leverage Ratio (b) 10.11 % 10.17 % 9.70 % 9.69 % 9.77 %
Equity to Asset Ratio 11.40 % 11.38 % 11.25 % 10.45 % 11.40 %
Tangible Common Equity Ratio (c) 9.15 % 10.06 % 9.90 % 9.10 % 9.94 %
Net Loans to Assets 55.56 % 56.41 % 59.36 % 60.53 % 66.94 %
Loans to Deposits 65.72 % 66.08 % 70.53 % 71.92 % 79.59 %
Asset Quality
Non-performing loans $ 16,195 $ 14,744 $ 13,873 $ 11,640 $ 13,835
Other Real Estate Owned 0 0 30 30 0
Non-performing assets 16,195 14,744 13,903 11,670 13,835
Loans 30 - 89 days delinquent 8,891 6,944 7,606 7,183 9,297
Charged-off loans 470 411 502 284 387
Recoveries 157 125 323 200 190
Net Charge-offs 313 286 179 84 197
Annualized Net Charge-offs to
Average Net Loans Outstanding 0.06 % 0.06 % 0.04 % 0.02 % 0.04 %
Allowance for Credit Losses to Total Loans (a) 1.26 % 1.22 % 1.27 % 1.22 % 1.07 %
Non-performing Loans to Total Loans 0.69 % 0.78 % 0.71 % 0.57 % 0.67 %
Allowance to Non-performing Loans (a) 181.45 % 156.92 % 178.81 % 214.22 % 160.06 %
Non-performing Assets to Total Assets 0.39 % 0.44 % 0.43 % 0.35 % 0.45 %
(a) CECL methodology used during 2021. Prior periods used the incurred loss methodology.
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(b) December 31, 2021 ratio is estimated
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(c) This is a non-GAAP financial measure. A reconciliation to GAAP is shown<br>below
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For the Three Months Ended
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End of Period Loan Balances Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020
Commercial real estate $ 1,011,891 $ 690,407 $ 704,809 $ 702,556 $ 713,936
Commercial 313,836 302,356 351,261 406,064 404,492
Residential real estate 453,635 376,901 383,187 400,982 413,841
HELOC 127,433 106,750 107,153 107,501 110,352
Consumer 189,522 189,497 190,064 193,295 203,061
Agricultural loans 232,365 226,896 223,427 227,073 232,129
Total, excluding net deferred loan costs $ 2,328,682 $ 1,892,807 $ 1,959,901 $ 2,037,471 $ 2,077,811
For the Three Months Ended For the Twelve Months<br>Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Noninterest Income Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020
Service charges on deposit accounts $ 1,138 $ 924 $ 790 $ 808 $ 930 $ 3,660 $ 3,682
Bank owned life insurance income 414 340 300 284 187 1,338 795
Trust fees 2,509 2,335 2,358 2,236 1,950 9,438 7,632
Insurance agency commissions 706 799 948 1,003 776 3,456 3,124
Security gains, including fair value changes 25 459 32 488 179 1,004 380
Retirement plan consulting fees 378 334 389 320 394 1,421 1,523
Investment commissions 611 638 523 504 450 2,276 1,530
Net gains on sale of loans 1,728 1,466 2,191 2,900 3,610 8,285 11,362
Other mortgage banking fee income, net 2 32 (55 ) (115 ) 108 (136 ) (83 )
Debit card and EFT fees 1,424 1,227 1,322 1,171 1,061 5,144 4,264
Other noninterest income 603 461 710 533 854 2,307 1,952
Total Noninterest Income $ 9,538 $ 9,015 $ 9,508 $ 10,132 $ 10,499 $ 38,193 $ 36,161
For the Three Months Ended For the Twelve Months<br>Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Noninterest Expense Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020
Salaries and employee benefits $ 10,230 $ 9,321 $ 9,866 $ 9,976 $ 9,638 $ 39,393 $ 39,826
Occupancy and equipment 2,422 1,899 1,890 2,275 2,060 8,486 7,254
State and local taxes 620 552 551 554 515 2,277 2,138
Professional fees 1,296 1,009 830 1,056 341 4,191 2,733
Merger related costs 6,521 472 104 12 1,798 7,109 3,223
Advertising 776 466 357 260 478 1,859 1,531
FDIC insurance 152 140 120 170 100 582 750
Intangible amortization 414 316 316 316 332 1,362 1,327
Core processing charges 880 860 831 627 831 3,198 3,551
Other noninterest expenses 4,350 2,093 2,205 2,071 3,501 10,719 10,647
Total Noninterest Expense $ 27,661 $ 17,128 $ 17,070 $ 17,317 $ 19,594 $ 79,176 $ 72,980

Business Combination

Consideration
Cash $ 29,618
Stock 98,921
Fair value of total consideration transferred $ 128,539
Fair value of assets acquired
Cash and cash equivalents $ 113,391
Securities available for sale 130,574
Other investments 16,092
Loans, net 482,168
Premises and equipment 12,644
Bank owned life insurance 21,547
Core deposit intangible 5,886
Current and deferred taxes 3,135
Other assets 7,805
Total assets acquired 793,242
Fair value of liabilities assumed
Deposits 695,274
Short-term borrowings 4,246
Long-term borrowings 4,262
Accrued interest payable and other liabilities 9,386
Total liabilities 713,168
Net assets acquired $ 80,074
Goodwill created 48,465
Total net assets acquired $ 128,539

Average Balance Sheets and Related Yields and Rates

(Dollar Amounts in Thousands)

Three Months EndedDecember 31, 2021 Three Months EndedDecember 31, 2020
AVERAGE<br>BALANCE INTEREST (1) YIELD/<br>RATE (1) AVERAGE<br>BALANCE INTEREST (1) YIELD/<br>RATE (1)
EARNING ASSETS
Loans (2) $ 2,187,770 $ 24,946 4.52 % $ 2,110,031 $ 25,409 4.79 %
Taxable securities 892,563 3,948 1.75 223,306 1,335 2.38
Tax-exempt securities (2) 410,016 3,397 3.29 262,829 2,514 3.81
Other investments 26,475 142 2.13 15,138 128 3.36
Federal funds sold and other 114,496 39 0.14 237,357 67 0.11
Total earning assets 3,631,320 32,472 3.55 2,848,661 29,453 4.11
Nonearning assets 248,581 184,344
Total assets $ 3,879,901 $ 3,033,005
INTEREST-BEARING LIABILITIES
Time deposits $ 379,786 $ 697 0.73 % $ 458,340 $ 1,591 1.38 %
Brokered time deposits 0 0 0.00 43,685 98 0.89
Savings deposits 736,732 202 0.11 489,071 236 0.19
Demand deposits - interest bearing 1,367,921 475 0.14 995,977 804 0.32
Short term borrowings 0 2 0.00 3,859 7 0.72
Long term borrowings 80,799 610 3.00 76,400 294 1.53
Total interest-bearing liabilities $ 2,565,238 1,986 0.31 $ 2,067,332 3,030 0.58
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand deposits - noninterest bearing 851,130 593,955
Other liabilities 31,824 26,769
Stockholders’ equity 431,709 344,949
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,879,901 $ 3,033,005
Net interest income and interest rate spread $ 30,486 3.24 % $ 26,423 3.53 %
Net interest margin 3.33 % 3.69 %
(1) Interest and yields are calculated on a tax-equivalent basis where<br>applicable.
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(2) For 2021, adjustments of $86 thousand and $701 thousand, respectively, were made to tax equate income<br>on tax exempt loans and tax exempt securities. For 2020, adjustments of $101 thousand and $519 thousand, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal<br>federal income tax rate of 21%, less disallowances.
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Twelve Months EndedDecember 31, 2021 Twelve Months EndedDecember 31, 2020
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AVERAGE<br>BALANCE INTEREST (1) YIELD/<br>RATE (1) AVERAGE<br>BALANCE INTEREST (1) YIELD/<br>RATE (1)
EARNING ASSETS
Loans (2) $ 2,041,347 $ 95,180 4.66 % $ 2,062,936 $ 98,779 4.79 %
Taxable securities 617,475 11,399 1.85 209,817 5,423 2.58
Tax-exempt securities (2) 348,627 12,027 3.45 250,394 9,675 3.86
Other investments 21,912 498 2.27 16,073 543 3.38
Federal funds sold and other 180,718 201 0.11 124,447 298 0.24
Total earning assets 3,210,079 119,305 3.72 2,663,667 114,718 4.31
Nonearning assets 195,805 205,727
Total assets $ 3,405,884 $ 2,869,394
INTEREST-BEARING LIABILITIES
Time deposits $ 393,039 $ 3,652 0.93 % $ 480,302 $ 8,083 1.68 %
Brokered time deposits 11,737 75 0.64 72,472 1,057 1.46
Savings deposits 569,179 712 0.13 462,021 1,080 0.23
Demand deposits - interest bearing 1,240,014 2,336 0.19 856,462 4,161 0.49
Short term borrowings 3,957 11 0.28 20,764 359 1.73
Long term borrowings 70,057 1,683 2.40 82,451 1,396 1.69
Total interest-bearing liabilities $ 2,287,983 8,469 0.37 $ 1,974,472 16,136 0.82
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand deposits - noninterest bearing $ 714,978 $ 546,177
Other liabilities 23,498 21,570
Stockholders’ equity 379,425 327,175
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,405,884 $ 2,869,394
Net interest income and interest rate spread $ 110,836 3.35 % $ 98,582 3.49 %
Net interest margin 3.45 % 3.70 %
(1) Interest and yields are calculated on a tax-equivalent basis where<br>applicable.
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(2) For 2021, adjustments of $360 thousand and $2.5 million, respectively, were made to tax equate income<br>on tax exempt loans and tax exempt securities. For 2020, adjustments of $400 thousand and $2.0 million, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal<br>federal income tax rate of 21%, less disallowances.
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Reconciliation of Total Assets to Tangible Assets

For the Three Months Ended For the Twelve Months<br>Ended
Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020
Total Assets $ 4,142,749 $ 3,317,047 $ 3,260,058 $ 3,324,524 $ 3,071,148 $ 4,142,749 $ 3,071,148
Less Goodwill and other intangibles 102,606 48,670 48,985 49,301 49,617 102,606 49,617
Tangible Assets $ 4,040,143 $ 3,268,377 $ 3,211,073 $ 3,275,223 $ 3,021,531 $ 4,040,143 $ 3,021,531
Average Assets 3,879,901 3,304,708 3,280,316 3,155,695 3,033,005 3,405,912 2,869,394
Less average Goodwill and other intangibles 84,580 48,879 49,193 49,509 51,476 58,111 49,363
Average Tangible Assets $ 3,795,321 $ 3,255,829 $ 3,231,123 $ 3,106,186 $ 2,981,529 $ 3,347,801 $ 2,820,031

Reconciliation of Common Stockholders’ Equity to Tangible Common Equity

For the Three Months Ended For the Twelve Months<br>Ended
Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020
Stockholders’ Equity $ 472,432 $ 377,524 $ 366,908 $ 347,355 $ 350,097 $ 472,432 $ 350,097
Less Goodwill and other intangibles 102,606 48,670 48,985 49,301 49,617 102,606 49,617
Tangible Common Equity $ 369,826 $ 328,854 $ 317,923 $ 298,054 $ 300,480 $ 369,826 $ 300,480
Average Stockholders’ Equity 431,709 375,208 363,753 351,190 344,949 379,425 327,175
Less average Goodwill and other intangibles 84,580 48,879 49,193 49,509 51,476 58,111 49,363
Average Tangible Common Equity $ 347,129 $ 326,329 $ 314,560 $ 301,681 $ 293,473 $ 321,314 $ 277,812

Reconciliation of Net Income, Less Merger and One-Time Items

For the Three Months Ended For the Twelve Months<br>Ended
Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020
Net income $ 5,702 $ 16,011 $ 15,575 $ 14,556 $ 11,357 $ 51,844 $ 41,876
Acquisition related costs - after tax 5,232 468 83 9 1,431 5,731 2,585
Acquisition related provision - after tax 3,846 0 0 0 0 3,846 0
FHLB prepayment penalties - after tax 1,425 257 0 0 0 1,682 666
Net loss (gain) on asset/security sales - after tax 134 (362 ) (26 ) (344 ) 502 (598 ) 404
Gain on sale of credit card portfolio - after tax (189 ) 0 0 0 0 (189 ) 0
Net income - Adjusted $ 16,150 $ 16,374 $ 15,632 $ 14,221 $ 13,290 $ 62,316 $ 45,531
Diluted EPS excluding merger and one-time items $ 0.50 $ 0.58 $ 0.55 $ 0.50 $ 0.47 $ 2.13 $ 1.60
Return on Average Assets excluding merger and one-time<br>items (Annualized) 1.65 % 1.97 % 1.91 % 1.83 % 1.74 % 1.83 % 1.59 %
Return on Average Equity excluding merger and one-time<br>items (Annualized) 14.84 % 17.31 % 17.24 % 16.42 % 15.29 % 16.42 % 13.92 %
Return on Average Tangible Equity excluding acquisition costs and<br>one-time items (Annualized) 18.46 % 19.91 % 19.93 % 19.12 % 17.97 % 19.39 % 16.39 %

Efficiency ratio excluding one-time items

For the Three Months Ended For the Twelve Months<br>Ended
Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020
Net interest income, after tax $ 30,492 $ 27,256 $ 27,192 $ 25,901 $ 26,423 $ 110,840 $ 98,582
Noninterest income 9,538 9,015 9,508 10,132 10,499 38,193 36,161
Net loss (gain) on asset/security sales 170 (458 ) (33 ) (436 ) 635 (757 ) 511
Gain on sale of credit card portfolio (239 ) 0 0 0 0 (239 ) 0
Net interest income and noninterest income adjusted 39,961 35,813 36,667 35,597 37,557 148,037 135,254
Noninterest expense less intangible amortization 27,247 16,813 16,755 17,002 19,213 77,817 70,001
Acquisition related costs 6,521 472 104 12 1,798 7,109 3,223
FHLB prepayment penalties 1,804 325 0 0 0 2,129 0
Noninterest income adjusted 18,922 16,016 16,651 16,990 17,415 68,579 66,778
Efficiency ratio excluding one-time items 47.35 % 44.72 % 45.41 % 47.73 % 46.37 % 46.33 % 49.37 %

Net interest margin excluding acquisition marks and PPP interest and fees

For the Three Months Ended For the Twelve Months<br>Ended
Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2021 Dec. 31,2020 Dec. 31,2021 Dec. 31,2020
Net interest income, fully-taxable equivalent $ 30,486 $ 27,256 $ 27,192 $ 25,901 $ 26,423 $ 110,836 $ 98,582
Acquisition marks 496 (35 ) 200 271 308 932 1,126
PPP interest and fees 979 1,402 2,097 2,144 2,456 6,621 4,914
Adjusted and annualized net interest income 115,098 102,712 99,854 95,249 93,865 103,283 92,542
Average earning assets 3,631,320 3,120,336 3,077,915 2,937,144 2,848,661 3,210,079 2,663,667
less PPP average balances 47,939 76,990 131,856 125,168 177,382 95,226 121,641
Adjusted average earning assets 3,583,381 3,043,346 2,946,059 2,811,976 2,671,279 3,114,853 2,542,026
Net interest margin excluding marks and PPP interest and fees 3.21 % 3.37 % 3.39 % 3.39 % 3.51 % 3.32 % 3.64 %

Reconciliation of Allowance for Credit Losses to Gross Loans, Excluding PPP Loans and Acquired Loans

For the Three Months Ended
Dec. 31,2021 Sept. 30,2021 June 30,2021 March 31,2020 Dec. 31,2020
Gross Loans $ 2,331,082 $ 1,894,216 $ 1,959,865 $ 2,037,404 $ 2,078,044
PPP Loans, net 36,215 53,580 92,073 136,826 125,396
Loans less PPP 2,294,867 1,840,636 1,867,792 1,900,578 1,952,648
Allowance for Credit Losses to Gross Loans Excluding PPP (a) 1.28 % 1.26 % 1.33 % 1.31 % 1.13 %
Acquired Loans 654,552 211,954 233,790 251,616 272,150
(a) CECL methodology used for the 2021 quarters. Prior period used the incurred loss methodology.<br>
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