UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 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)) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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. ☐
On October 28, 2021, the Company issued a press release to report its results of operations and financial condition as of and for the quarter ended September 30, 2021. A copy of this press release is included in Exhibit 99.1 to this Form 8-K and incorporated into this item 2.02 by reference.
The information furnished pursuant to this Item 2.02 and the related exhibits shall not be deemed "filed" by First Mid for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Forward Looking Statements
This document may contain certain forward-looking statements about First Mid and Delta Bancshares Company (“Delta”), such as discussions of First Mid’s and Delta’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses, and planned schedules. First Mid intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid and Delta, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the possibility that any of the anticipated benefits of the proposed transactions between First Mid and Delta will not be realized or will not be realized within the expected time period; the risk that integration of the operations of Delta with First Mid will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed transactions due to the failure to satisfy conditions to completion of the proposed transactions, including failure to obtain the required regulatory, shareholder and other approvals; the failure of the proposed transactions to close for any other reason; the effect of the announcement of the proposed transactions on customer relationships and operating results; the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in interest rates; general economic conditions and those in the market areas of First Mid and Delta; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of First Mid’s and Delta’s loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of First Mid and Delta; accounting principles, policies and guidelines; the severity, magnitude and duration of the COVID-19 pandemic, the direct and indirect impact of such pandemic, including responses to the pandemic by the U.S., state and local governments, customers' businesses, the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect First Mid’s and Delta’s liquidity and capital positions, impair the ability of First Mid’s and Delta’s borrowers to repay outstanding loans, impair collateral values, and further increase the allowance for credit losses, and the impact of the COVID-19 pandemic on First Mid’s and Delta’s financial results, including possible lost revenue and increased expenses (including cost of capital), as well as possible goodwill impairment charges. Additional information concerning First Mid, including additional factors and risks that could materially affect First Mid’s financial results, are included in First Mid’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.
Important Information about the Merger and Additional Information
First Mid filed a registration statement on Form S-4 with the SEC on September 17, 2021, which, as amended, was declared effective on October 5, 2021, in connection with the proposed transaction. The registration statement includes a proxy statement of Delta that also constitutes a prospectus of First Mid. Investors in Delta are urged to read the proxy statement/prospectus, which will contain important information, including detailed risk factors. The proxy statement/prospectus and other documents which will be filed by First Mid with the SEC will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to First Mid Bancshares, P.O. Box 499, Mattoon, IL 61938, Attention: Investor Relations; or to Delta Bancshares Company, 2301 Market Street, Saint Louis, MO 63103, Attention: John Dulle, Executive Vice President. The definitive proxy statement/prospectus was first mailed to the shareholders of Delta on or about October 8, 2021.
Participants in the Solicitation
First Mid and Delta, and certain of their respective directors, executive officers and other members of management and employees, are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of First Mid is set forth in the proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 19, 2021. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the proxy statement/prospectus for such proposed transactions.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
(d) Exhibits.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 28, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| FIRST MID BANCSHARES, INC. | ||
| Date: October 28, 2021 | By: | /s/ Joseph R. Dively |
| Joseph R. Dively | ||
| Chairman and Chief Executive Officer | ||
EXHIBIT 99.1
First Mid Bancshares, Inc. Announces Third Quarter 2021 Results
MATTOON, Ill., Oct. 28, 2021 (GLOBE NEWSWIRE) -- First Mid Bancshares, Inc. (NASDAQ: FMBH) (the “Company”) today announced its financial results for the quarter and year-to-date period ended September 30, 2021.
Highlights
“We are pleased to report another strong quarter of financial results, which represented a new record high in quarterly earnings,” said Joe Dively, Chairman and Chief Executive Officer. “The quarter included net organic loan growth for the first time this year and the fourth quarter pipeline looks to be solid. Both the former Providence and the new St. Louis based commercial lending teams are fully integrated and off to a great start in supporting our customers and communities.”
“With respect to the pending acquisition of Delta Bancshares Company (“Delta”), which we announced on July 29, 2021, we have continued to work with the team on preparing for a smooth transition and are excited about the opportunities and additional services the combined entity can provide to Delta’s customers and the broader St. Louis community,” Dively concluded.
Net Interest Income
Net interest income for the third quarter of 2021 increased by $2.7 million, or 6.4% compared to the second quarter of 2021. Interest income increased by $2.6 million and interest expense decreased $0.1 million from the previous quarter. PPP fee income totaled $5.1 million, an increase of $3.1 million from the prior quarter, which was partially offset by a decline in accretion income. The third quarter included $1.6 million of accretion income compared to $2.8 million in the second quarter. As of September 30, 2021, the Company had $2.0 million of deferred fee income on PPP loans remaining.
In comparison to the third quarter of 2020, net interest income increased $13.0 million, or 39.9%. The increase was primarily the result of the acquisition of Providence Bank in the first quarter of 2021, the additional income from the PPP, and the active management to lower funding costs.
Net Interest Margin
Net interest margin, on a tax equivalent basis, was 3.38% for the third quarter of 2021, which was an increase of 16 basis points compared to the prior quarter. Earning asset yields increased 15 basis points, while the average cost of funds declined by one basis point.
In comparison to the third quarter of last year, the net interest margin increased 21 basis points with earning asset yields higher by 11 basis points and average cost of funds lower by 10 basis points. The increase in rates on earning assets was primarily driven by higher accretion and PPP fee income. The decrease in average cost of funds was mostly the result of not replacing higher cost funds as they have matured and lower rates on certain products.
Loan Portfolio
Total loans ended the quarter at $3.95 billion, representing an increase of $151.5 million compared to the prior quarter. PPP loans decreased by $105.7 million, and the St. Louis loan acquisition added $208.0 million during the quarter. Excluding these changes, loans increased $49.2 million in the quarter, or 1.3%. The Company had $59.4 million of PPP loans outstanding on September 30, 2021. Loan growth in the quarter was dispersed broadly in both industry and geographically.
Asset Quality
The Company’s asset quality measures continued to be in a very strong position. At quarter end, the ratio of non-performing loans to total loans was 0.70%, and the allowance for credit losses (“ACL”) to non-performing loans was 195%. Nonperforming loans and nonperforming assets decreased in the quarter. The ratio of nonperforming assets to total assets was 0.55% at quarter end. Net charge-offs were $1.7 million during the third quarter, primarily from one loan where the reserve had already been accounted for. Special mention loans decreased $20.7 million to $76.2 million and substandard loans decreased $4.4 million to $51.1 million.
Provision expense for the quarter was $1.1 million compared to $3.9 million in the same quarter last year. As of September 30, 2021, the ACL, excluding $59.4 million of PPP loans, was 1.39% of total loans.
Deposits
Total deposits ended the quarter at $4.99 billion, which represented an increase of $249.2 million from the prior quarter. Excluding the acquired deposits of $215.1 million, deposits increased $34.1 million in the quarter. The Company’s average rate on cost of funds was 0.29% for the quarter compared to 0.30% in the prior quarter and 0.39% in the third quarter of 2020. The Company continues to reprice CDs lower and let wholesale funding sources mature without replacement.
Noninterest Income
Noninterest income for the third quarter of 2021 was $16.4 million compared to $18.3 million in the second quarter of 2021. The decrease was primarily due to the seasonality of insurance business and farmland sales. While these businesses have seasonality throughout the year, they provide significant diversification and stable revenue and cash flow streams for the Company.
In comparison to the third quarter of last year, noninterest income increased $2.8 million, or 20.5%. Combined, insurance and wealth management business lines increased 20.4% over the same period last year, partially due to the previously announced acquisitions within these lines of business. The other fee income services increased 20.6% compared to the third quarter of last year, partially due to the addition of Providence.
Noninterest Expenses
Noninterest expense for the third quarter totaled $36.3 million compared to $46.0 million in the second quarter. The current quarter included $0.4 million of acquisition and integration related costs and $1.3 million in branch optimization costs. Combined, these expenses were down by $5.4 million compared to the prior quarter. In addition, the third quarter represents the first full quarter of run-rate cost savings from the Providence integration. The third quarter is also lower, partially due to the seasonality in the wealth management farm business and in insurance.
In comparison to the third quarter of 2020, noninterest expenses increased $9.4 million. The increase was primarily due to the addition of Providence, growth in the insurance and wealth management businesses, and branch optimization costs.
The Company’s efficiency ratio, as adjusted in the non-GAAP reconciliation table herein, for the third quarter 2021 was 52.7% compared to 59.9% in the prior quarter and 54.7% for the same period last year.
Regulatory Capital Levels and Dividend
The Company’s capital levels remained strong and comfortably above the “well capitalized” levels. Capital levels ended the period as follows:
| Total capital to risk-weighted assets | 15.86% |
| Tier 1 capital to risk-weighted assets | 12.52% |
| Common equity tier 1 capital to risk-weighted assets | 12.06% |
| Leverage ratio | 9.04% |
The Company’s Board of Directors approved its next quarterly dividend in the amount of $0.22 payable on December 1, 2021 for shareholders of record on November 17, 2021.
About First Mid: First Mid Bancshares, Inc. (“First Mid”) is the parent company of First Mid Bank & Trust, N.A., First Mid Insurance Group, Inc., and First Mid Wealth Management Co. First Mid is a $6.0 billion community-focused organization that provides a full-suite of financial services including banking, wealth management, brokerage, Ag services, and insurance through a sizeable network of locations throughout Illinois, Missouri, and Texas, and a loan production office in the greater Indianapolis area. Together, our First Mid team takes great pride in providing solutions and services to the customers and communities and has done so over the last 156 years. More information about the Company is available on our website at www.firstmid.com.
Non-GAAP Measures: In addition to reports presented in accordance with generally accepted accounting principles (“GAAP”), this release contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial measures provide investors with information useful in understanding the Company’s financial performance. Readers of this release, however, are urged to review these non-GAAP financial measures in conjunction with the GAAP results as reported. These non-GAAP financial measures are detailed as supplemental tables and include “Adjusted Net Income,” “Adjusted Diluted EPS,” “Efficiency Ratio,” “Net Interest Margin, tax equivalent,” and “Tangible Book Value per Common Share”. While the Company believes these non-GAAP financial measures provide investors with a broader understanding of the capital adequacy, funding profile and financial trends of the Company, this information should be considered as supplemental in nature and not as a substitute to the related financial information prepared in accordance with GAAP. These non-GAAP financial measures may also differ from the similar measures presented by other companies.
Forward Looking Statements
This document may contain certain forward-looking statements about First Mid and Delta Bancshares Company (“Delta”), such as discussions of First Mid’s and Delta’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses, and planned schedules. First Mid intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid and Delta, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the possibility that any of the anticipated benefits of the proposed transactions between First Mid and Delta will not be realized or will not be realized within the expected time period; the risk that integration of the operations of Delta with First Mid will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed transactions due to the failure to satisfy conditions to completion of the proposed transactions, including failure to obtain the required regulatory, shareholder and other approvals; the failure of the proposed transactions to close for any other reason; the effect of the announcement of the proposed transactions on customer relationships and operating results; the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in interest rates; general economic conditions and those in the market areas of First Mid and Delta; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of First Mid’s and Delta’s loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of First Mid and Delta; accounting principles, policies and guidelines; the severity, magnitude and duration of the COVID-19 pandemic, the direct and indirect impact of such pandemic, including responses to the pandemic by the U.S., state and local governments, customers' businesses, the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect First Mid’s and Delta’s liquidity and capital positions, impair the ability of First Mid’s and Delta’s borrowers to repay outstanding loans, impair collateral values, and further increase the allowance for credit losses, and the impact of the COVID-19 pandemic on First Mid’s and Delta’s financial results, including possible lost revenue and increased expenses (including cost of capital), as well as possible goodwill impairment charges. Additional information concerning First Mid, including additional factors and risks that could materially affect First Mid’s financial results, are included in First Mid’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.
Important Information about the Merger and Additional Information
First Mid filed a registration statement on Form S-4 with the SEC on September 17, 2021, which, as amended, was declared effective on October 5, 2021, in connection with the proposed transaction. The registration statement includes a proxy statement of Delta that also constitutes a prospectus of First Mid. Investors in Delta are urged to read the proxy statement/prospectus, which will contain important information, including detailed risk factors. The proxy statement/prospectus and other documents which will be filed by First Mid with the SEC will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to First Mid Bancshares, P.O. Box 499, Mattoon, IL 61938, Attention: Investor Relations; or to Delta Bancshares Company, 2301 Market Street, Saint Louis, MO 63103, Attention: John Dulle, Executive Vice President. The definitive proxy statement/prospectus was first mailed to the shareholders of Delta on or about October 8, 2021.
Participants in the Solicitation
First Mid and Delta, and certain of their respective directors, executive officers and other members of management and employees, are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of First Mid is set forth in the proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 19, 2021. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the proxy statement/prospectus for such proposed transactions.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Investor Contact:
Aaron Holt
VP, Shareholder Relations
217-258-0463
aholt@firstmid.com
Matt Smith
Chief Financial Officer
217-258-1528
msmith@firstmid.com
– Tables Follow –
| FIRST MID BANCSHARES, INC. | ||||||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||||||
| (In thousands, unaudited) | ||||||||||||||
| As of | ||||||||||||||
| September 30, | December 31, | September 30, | ||||||||||||
| 2021 | 2020 | 2020 | ||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | 345,206 | $ | 417,281 | $ | 232,385 | ||||||||
| Investment securities | 1,357,035 | 887,169 | 750,122 | |||||||||||
| Loans (including loans held for sale) | 3,947,769 | 3,138,419 | 3,236,247 | |||||||||||
| Less allowance for credit losses | (53,983 | ) | (41,910 | ) | (41,915 | ) | ||||||||
| Net loans | 3,893,786 | 3,096,509 | 3,194,332 | |||||||||||
| Premises and equipment, net | 81,823 | 58,206 | 59,356 | |||||||||||
| Goodwill and intangibles, net | 142,656 | 128,120 | 129,287 | |||||||||||
| Bank owned life insurance | 131,547 | 68,955 | 68,519 | |||||||||||
| Other assets | 91,306 | 70,108 | 75,127 | |||||||||||
| Total assets | $ | 6,043,359 | $ | 4,726,348 | $ | 4,509,128 | ||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||
| Deposits: | ||||||||||||||
| Non-interest bearing | $ | 1,242,950 | $ | 936,926 | $ | 837,602 | ||||||||
| Interest bearing | 3,745,612 | 2,755,858 | 2,782,234 | |||||||||||
| Total deposits | 4,988,562 | 3,692,784 | 3,619,836 | |||||||||||
| Repurchase agreement with customers | 149,891 | 206,937 | 170,345 | |||||||||||
| Other borrowings | 112,641 | 93,969 | 93,954 | |||||||||||
| Junior subordinated debentures | 19,153 | 19,027 | 18,985 | |||||||||||
| Subordinated debt | 94,363 | 94,253 | ||||||||||||
| Other liabilities | 51,524 | 51,150 | 44,999 | |||||||||||
| Total liabilities | 5,416,134 | 4,158,120 | 3,948,119 | |||||||||||
| Total stockholders' equity | 627,225 | 568,228 | 561,009 | |||||||||||
| Total liabilities and stockholders' equity | $ | 6,043,359 | $ | 4,726,348 | $ | 4,509,128 | ||||||||
| FIRST MID BANCSHARES, INC. | |||||||||||||||
| Condensed Consolidated Statements of Income | |||||||||||||||
| (In thousands, except per share data, unaudited) | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, | September 30, | ||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Interest income: | |||||||||||||||
| Interest and fees on loans | $ | 43,292 | $ | 32,151 | $ | 119,973 | $ | 93,560 | |||||||
| Interest on investment securities | 5,835 | 4,074 | 16,416 | 12,740 | |||||||||||
| Interest on federal funds sold & other deposits | 136 | 70 | 325 | 271 | |||||||||||
| Total interest income | 49,263 | 36,295 | 136,714 | 106,571 | |||||||||||
| Interest expense: | |||||||||||||||
| Interest on deposits | 2,234 | 3,168 | 6,980 | 10,134 | |||||||||||
| Interest on securities sold under agreements to repurchase | 52 | 68 | 179 | 420 | |||||||||||
| Interest on other borrowings | 359 | 395 | 1,178 | 1,506 | |||||||||||
| Interest on jr. subordinated debentures | 137 | 147 | 416 | 539 | |||||||||||
| Interest on subordinated debt | 985 | - | 2,954 | - | |||||||||||
| Total interest expense | 3,767 | 3,778 | 11,707 | 12,599 | |||||||||||
| Net interest income | 45,496 | 32,517 | 125,007 | 93,972 | |||||||||||
| Provision for loan losses | 1,103 | 3,883 | 12,679 | 15,500 | |||||||||||
| Net interest income after provision for loan | 44,393 | 28,634 | 112,328 | 78,472 | |||||||||||
| Non-interest income: | |||||||||||||||
| Wealth management revenues | 4,204 | 3,468 | 14,146 | 10,921 | |||||||||||
| Insurance commissions | 3,932 | 3,291 | 14,777 | 14,000 | |||||||||||
| Service charges | 1,838 | 1,446 | 4,741 | 4,335 | |||||||||||
| Securities gains, net | 11 | 95 | 88 | 913 | |||||||||||
| Mortgage banking revenues | 1,477 | 1,661 | 4,577 | 3,205 | |||||||||||
| ATM/debit card revenue | 3,060 | 2,367 | 8,900 | 6,593 | |||||||||||
| Other | 1,837 | 1,250 | 5,163 | 4,006 | |||||||||||
| Total non-interest income | 16,359 | 13,578 | 52,392 | 43,973 | |||||||||||
| Non-interest expense: | |||||||||||||||
| Salaries and employee benefits | 21,092 | 15,346 | 69,487 | 47,301 | |||||||||||
| Net occupancy and equipment expense | 5,382 | 4,363 | 15,834 | 12,746 | |||||||||||
| Net other real estate owned (income) expense | 1,507 | 110 | 3,551 | 62 | |||||||||||
| FDIC insurance | 268 | 469 | 1,198 | 851 | |||||||||||
| Amortization of intangible assets | 1,414 | 1,277 | 3,929 | 3,862 | |||||||||||
| Stationary and supplies | 299 | 262 | 850 | 805 | |||||||||||
| Legal and professional expense | 1,878 | 1,320 | 4,919 | 4,207 | |||||||||||
| Marketing and donations | 679 | 387 | 1,688 | 1,182 | |||||||||||
| Other | 3,802 | 3,393 | 18,478 | 9,740 | |||||||||||
| Total non-interest expense | 36,321 | 26,927 | 119,934 | 80,756 | |||||||||||
| Income before income taxes | 24,431 | 15,285 | 44,786 | 41,689 | |||||||||||
| Income taxes | 6,105 | 3,720 | 10,130 | 9,988 | |||||||||||
| Net income | $ | 18,326 | $ | 11,565 | $ | 34,656 | $ | 31,701 | |||||||
| Per Share Information | |||||||||||||||
| Basic earnings per common share | $ | 1.01 | $ | 0.69 | $ | 1.94 | $ | 1.90 | |||||||
| Diluted earnings per common share | 1.01 | 0.69 | 1.94 | 1.89 | |||||||||||
| Weighted average shares outstanding | 18,083,126 | 16,728,191 | 17,819,619 | 16,710,485 | |||||||||||
| Diluted weighted average shares outstanding | 18,136,146 | 16,775,099 | 17,872,639 | 16,757,393 | |||||||||||
| FIRST MID BANCSHARES, INC. | ||||||||||||||||||||||
| Condensed Consolidated Statements of Income | ||||||||||||||||||||||
| (In thousands, except per share data, unaudited) | ||||||||||||||||||||||
| For the Quarter Ended | ||||||||||||||||||||||
| September 30, | June 30, | March 31, | December 31, | September 30, | ||||||||||||||||||
| 2021 | 2021 | 2021 | 2020 | 2020 | ||||||||||||||||||
| Interest income: | ||||||||||||||||||||||
| Interest and fees on loans | $ | 43,292 | $ | 40,795 | $ | 35,886 | $ | 33,254 | $ | 32,151 | ||||||||||||
| Interest on investment securities | 5,835 | 5,739 | 4,842 | 4,226 | 4,074 | |||||||||||||||||
| Interest on federal funds sold & other deposits | 136 | 101 | 88 | 90 | 70 | |||||||||||||||||
| Total interest income | 49,263 | 46,635 | 40,816 | 37,570 | 36,295 | |||||||||||||||||
| Interest expense: | ||||||||||||||||||||||
| Interest on deposits | 2,234 | 2,262 | 2,484 | 2,617 | 3,168 | |||||||||||||||||
| Interest on securities sold under agreements to repurchase | 52 | 57 | 70 | 68 | 68 | |||||||||||||||||
| Interest on other borrowings | 359 | 445 | 374 | 371 | 395 | |||||||||||||||||
| Interest on jr. subordinated debentures | 137 | 139 | 140 | 143 | 147 | |||||||||||||||||
| Interest on subordinated debt | 985 | 985 | 984 | 931 | - | |||||||||||||||||
| Total interest expense | 3,767 | 3,888 | 4,052 | 4,130 | 3,778 | |||||||||||||||||
| Net interest income | 45,496 | 42,747 | 36,764 | 33,440 | 32,517 | |||||||||||||||||
| Provision for loan losses | 1,103 | (560 | ) | 12,136 | 603 | 3,883 | ||||||||||||||||
| Net interest income after provision for loan | 44,393 | 43,307 | 24,628 | 32,837 | 28,634 | |||||||||||||||||
| Non-interest income: | ||||||||||||||||||||||
| Wealth management revenues | 4,204 | 5,016 | 4,926 | 5,232 | 3,468 | |||||||||||||||||
| Insurance commissions | 3,932 | 4,988 | 5,857 | 3,477 | 3,291 | |||||||||||||||||
| Service charges | 1,838 | 1,539 | 1,364 | 1,527 | 1,446 | |||||||||||||||||
| Securities gains, net | 11 | 73 | 4 | 193 | 95 | |||||||||||||||||
| Mortgage banking revenues | 1,477 | 1,691 | 1,409 | 1,870 | 1,661 | |||||||||||||||||
| ATM/debit card revenue | 3,060 | 3,141 | 2,699 | 2,369 | 2,367 | |||||||||||||||||
| Other | 1,837 | 1,836 | 1,490 | 879 | 1,250 | |||||||||||||||||
| Total non-interest income | 16,359 | 18,284 | 17,749 | 15,547 | 13,578 | |||||||||||||||||
| Non-interest expense: | ||||||||||||||||||||||
| Salaries and employee benefits | 21,092 | 24,908 | 23,487 | 19,151 | 15,346 | |||||||||||||||||
| Net occupancy and equipment expense | 5,382 | 5,482 | 4,970 | 3,962 | 4,363 | |||||||||||||||||
| Net other real estate owned (income) expense | 1,507 | 1,966 | 78 | (20 | ) | 110 | ||||||||||||||||
| FDIC insurance | 268 | 478 | 452 | 458 | 469 | |||||||||||||||||
| Amortization of intangible assets | 1,414 | 1,295 | 1,220 | 1,200 | 1,277 | |||||||||||||||||
| Stationary and supplies | 299 | 235 | 316 | 275 | 262 | |||||||||||||||||
| Legal and professional expense | 1,878 | 1,639 | 1,402 | 1,220 | 1,320 | |||||||||||||||||
| Marketing and donations | 679 | 507 | 502 | 434 | 387 | |||||||||||||||||
| Other | 3,802 | 9,503 | 5,173 | 3,651 | 3,393 | |||||||||||||||||
| Total non-interest expense | 36,321 | 46,013 | 37,600 | 30,331 | 26,927 | |||||||||||||||||
| Income before income taxes | 24,431 | 15,578 | 4,777 | 18,053 | 15,285 | |||||||||||||||||
| Income taxes | 6,105 | 3,357 | 668 | 4,484 | 3,720 | |||||||||||||||||
| Net income | $ | 18,326 | $ | 12,221 | $ | 4,109 | $ | 13,569 | $ | 11,565 | ||||||||||||
| Per Share Information | ||||||||||||||||||||||
| Basic earnings per common share | $ | 1.01 | $ | 0.68 | $ | 0.24 | $ | 0.81 | $ | 0.69 | ||||||||||||
| Diluted earnings per common share | 1.01 | 0.68 | 0.24 | 0.81 | 0.69 | |||||||||||||||||
| Weighted average shares outstanding | 18,083,126 | 18,067,190 | 17,299,927 | 16,735,926 | 16,728,191 | |||||||||||||||||
| Diluted weighted average shares outstanding | 18,136,146 | 18,120,210 | 17,352,947 | 16,779,129 | 16,775,099 | |||||||||||||||||
| FIRST MID BANCSHARES, INC. | |||||||||||||||||||||
| Consolidated Financial Highlights and Ratios | |||||||||||||||||||||
| (Dollars in thousands, except per share data) | |||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| As of and for the Quarter Ended | |||||||||||||||||||||
| September 30, | June 30, | March 31, | December 31, | September 30, | |||||||||||||||||
| 2021 | 2021 | 2021 | 2020 | 2020 | |||||||||||||||||
| Loan Portfolio | |||||||||||||||||||||
| Construction and land development | $ | 180,061 | $ | 141,568 | $ | 165,376 | $ | 122,479 | $ | 167,515 | |||||||||||
| Farm real estate loans | 278,788 | 277,362 | 269,652 | 254,341 | 256,230 | ||||||||||||||||
| 1-4 Family residential properties | 412,565 | 394,902 | 412,470 | 325,762 | 339,172 | ||||||||||||||||
| Multifamily residential properties | 306,911 | 274,910 | 297,984 | 189,632 | 139,255 | ||||||||||||||||
| Commercial real estate | 1,583,255 | 1,480,198 | 1,402,885 | 1,174,300 | 1,177,571 | ||||||||||||||||
| Loans secured by real estate | 2,761,580 | 2,568,940 | 2,548,367 | 2,066,514 | 2,079,743 | ||||||||||||||||
| Agricultural operating loans | 126,534 | 123,101 | 121,070 | 137,352 | 141,074 | ||||||||||||||||
| Commercial and industrial loans | 835,860 | 864,554 | 1,017,400 | 738,313 | 807,668 | ||||||||||||||||
| Consumer loans | 80,064 | 84,541 | 91,705 | 78,002 | 80,348 | ||||||||||||||||
| All other loans | 143,731 | 155,168 | 164,557 | 118,238 | 127,414 | ||||||||||||||||
| Total loans | 3,947,769 | 3,796,304 | 3,943,099 | 3,138,419 | 3,236,247 | ||||||||||||||||
| Deposit Portfolio | |||||||||||||||||||||
| Non-interest bearing demand deposits | $ | 1,242,950 | $ | 1,157,009 | $ | 1,185,181 | $ | 936,926 | $ | 837,602 | |||||||||||
| Interest bearing demand deposits | 1,416,361 | 1,418,717 | 1,268,882 | 1,031,183 | 1,053,691 | ||||||||||||||||
| Savings deposits | 612,404 | 598,232 | 668,098 | 499,427 | 485,241 | ||||||||||||||||
| Money Market | 1,075,852 | 842,771 | 803,946 | 748,179 | 736,262 | ||||||||||||||||
| Time deposits | 640,995 | 722,593 | 811,586 | 477,069 | 507,040 | ||||||||||||||||
| Total deposits | 4,988,562 | 4,739,322 | 4,737,693 | 3,692,784 | 3,619,836 | ||||||||||||||||
| Asset Quality | |||||||||||||||||||||
| Non-performing loans | $ | 27,723 | $ | 30,410 | $ | 31,984 | $ | 28,123 | $ | 22,439 | |||||||||||
| Non-performing assets | 33,359 | 37,648 | 45,323 | 30,616 | 24,712 | ||||||||||||||||
| Net charge-offs | 1,717 | 261 | 702 | 608 | 349 | ||||||||||||||||
| Allowance for credit losses to non-performing loans | 194.72% | 179.54% | 173.27% | 149.02% | 186.80% | ||||||||||||||||
| Allowance for credit losses to total loans outstanding | 1.39%1 | 1.50%1 | 1.50%1 | 1.41%1 | 1.41%1 | ||||||||||||||||
| Nonperforming loans to total loans | 0.70% | 0.80% | 0.81% | 0.90% | 0.69% | ||||||||||||||||
| Nonperforming assets to total assets | 0.55% | 0.65% | 0.78% | 0.65% | 0.55% | ||||||||||||||||
| Common Share Data | |||||||||||||||||||||
| Common shares outstanding | 18,083,126 | 18,078,474 | 18,042,256 | 16,741,208 | 16,731,684 | ||||||||||||||||
| Book value per common share | $ | 34.69 | $ | 34.08 | $ | 33.36 | $ | 33.94 | $ | 33.53 | |||||||||||
| Tangible book value per common share (2) | 26.80 | 26.33 | 25.68 | 26.29 | 25.80 | ||||||||||||||||
| Market price of stock | 41.06 | 40.51 | 43.93 | 33.66 | 24.95 | ||||||||||||||||
| Key Performance Ratios and Metrics | |||||||||||||||||||||
| End of period earning assets | $ | 5,542,199 | $ | 5,269,882 | $ | 5,374,848 | $ | 4,367,717 | $ | 4,130,186 | |||||||||||
| Average earning assets | 5,396,239 | 5,380,411 | 4,769,975 | 4,238,388 | 4,113,846 | ||||||||||||||||
| Average rate on average earning assets (tax equivalent) | 3.67% | 3.52% | 3.52% | 3.58% | 3.56% | ||||||||||||||||
| Average rate on cost of funds | 0.29% | 0.30% | 0.36% | 0.41% | 0.39% | ||||||||||||||||
| Net interest margin (tax equivalent) (2) | 3.38% | 3.22% | 3.16% | 3.17% | 3.17% | ||||||||||||||||
| Return on average assets | 1.25% | 0.84% | 0.32% | 1.18% | 1.03% | ||||||||||||||||
| Return on average common equity | 11.67% | 8.00% | 2.78% | 9.66% | 8.31% | ||||||||||||||||
| Efficiency ratio (tax equivalent) (2) | 52.73% | 59.91% | 61.20% | 58.27% | 54.66% | ||||||||||||||||
| Full-time equivalent employees | 960 | 960 | 983 | 824 | 816 | ||||||||||||||||
| 1 Excludes Paycheck Protection Program loans. | |||||||||||||||||||||
| 2 Non-GAAP financial measure. Refer to reconciliation to the comparable GAAP measure. | |||||||||||||||||||||
| FIRST MID BANCSHARES, INC. | |||||||||||
| Net Interest Margin | |||||||||||
| (In thousands, unaudited) | |||||||||||
| For the Quarter Ended September 30, 2021 | |||||||||||
| QTD Average | Average | ||||||||||
| Balance | Interest | Rate | |||||||||
| INTEREST EARNING ASSETS | |||||||||||
| Interest bearing deposits | $ | 277,844 | $ | 122 | 0.17 | % | |||||
| Federal funds sold | 1,341 | - | 0.00 | % | |||||||
| Certificates of deposits investments | 2,453 | 13 | 2.10 | % | |||||||
| Investment Securities: | |||||||||||
| Taxable (total less municipals) | 976,817 | 3,961 | 1.62 | % | |||||||
| Tax-exempt (Municipals) | 312,796 | 2,373 | 3.03 | % | |||||||
| Loans (net of unearned income) | 3,824,988 | 43,463 | 4.51 | % | |||||||
| Total interest earning assets | 5,396,239 | 49,932 | 3.67 | % | |||||||
| NONEARNING ASSETS | |||||||||||
| Cash and due from banks | 100,475 | ||||||||||
| Premises and equipment | 82,057 | ||||||||||
| Other nonearning assets | 344,014 | ||||||||||
| Allowance for loan losses | (55,373 | ) | |||||||||
| Total assets | $ | 5,867,412 | |||||||||
| INTEREST BEARING LIABILITIES | |||||||||||
| Demand deposits | $ | 2,336,601 | $ | 1,177 | 0.20 | % | |||||
| Savings deposits | 606,129 | 111 | 0.07 | % | |||||||
| Time deposits | 673,833 | 946 | 0.56 | % | |||||||
| Total interest bearing deposits | 3,616,563 | 2,234 | 0.25 | % | |||||||
| Repurchase agreements | 160,686 | 52 | 0.13 | % | |||||||
| FHLB advances | 112,715 | 359 | 1.26 | % | |||||||
| Federal funds purchased | - | - | 0.00 | % | |||||||
| Subordinated debt | 94,338 | 985 | 4.14 | % | |||||||
| Jr. subordinated debentures | 19,125 | 137 | 2.84 | % | |||||||
| Other borrowings | - | - | 0.00 | % | |||||||
| Total borrowings | 386,864 | 1,533 | 1.57 | % | |||||||
| Total interest bearing liabilities | 4,003,427 | 3,767 | 0.37 | % | |||||||
| NONINTEREST BEARING LIABILITIES | |||||||||||
| Demand deposits | 1,179,915 | Average cost of funds | 0.29 | % | |||||||
| Other liabilities | 56,107 | ||||||||||
| Stockholders' equity | 627,963 | ||||||||||
| Total liabilities & stockholders' equity | $ | 5,867,412 | |||||||||
| Net Interest Earnings / Spread | $ | 46,165 | 3.30 | % | |||||||
| Impact of Non-Interest Bearing Funds | 0.08 | % | |||||||||
| Tax effected yield on interest earning assets | 3.38 | % | |||||||||
| FIRST MID BANCSHARES, INC. | ||||||||||||||||||||||||
| Reconciliation of Non-GAAP Financial Measures | ||||||||||||||||||||||||
| (In thousands, unaudited) | ||||||||||||||||||||||||
| As of and for the Quarter Ended | ||||||||||||||||||||||||
| September 30, | June 30, | March 31, | December 31, | September 30, | ||||||||||||||||||||
| 2021 | 2021 | 2021 | 2020 | 2020 | ||||||||||||||||||||
| Net interest income as reported | $ | 45,496 | $ | 42,747 | $ | 36,764 | $ | 33,440 | $ | 32,517 | ||||||||||||||
| Net interest income, (tax equivalent) | 46,165 | 43,359 | 37,359 | 34,040 | 33,084 | |||||||||||||||||||
| Average earning assets | 5,396,239 | 5,380,411 | 4,769,975 | 4,238,388 | 4,113,846 | |||||||||||||||||||
| Net interest margin (tax equivalent) | 3.38 | % | 3.22 | % | 3.16 | % | 3.17 | % | 3.17 | % | ||||||||||||||
| Common stockholder's equity | $ | 627,225 | $ | 616,066 | $ | 601,884 | $ | 568,228 | $ | 561,009 | ||||||||||||||
| Goodwill and intangibles, net | 142,656 | 139,995 | 138,606 | 128,120 | 129,287 | |||||||||||||||||||
| Common shares outstanding | 18,083 | 18,078 | 18,042 | 16,741 | 16,732 | |||||||||||||||||||
| Tangible Book Value per common share | $ | 26.80 | $ | 26.33 | $ | 25.68 | $ | 26.29 | $ | 25.80 | ||||||||||||||
| FIRST MID BANCSHARES, INC. | ||||||||||||||||||||||||
| Reconciliation of Non-GAAP Financial Measures | ||||||||||||||||||||||||
| (In thousands, except per share data, unaudited) | ||||||||||||||||||||||||
| As of and for the Quarter Ended | ||||||||||||||||||||||||
| September 30, | June 30, | March 31, | December 31, | September 30, | ||||||||||||||||||||
| 2021 | 2021 | 2021 | 2020 | 2020 | ||||||||||||||||||||
| Adjusted earnings Reconciliation | ||||||||||||||||||||||||
| Net Income - GAAP | $ | 18,326 | $ | 12,221 | $ | 4,109 | $ | 13,569 | $ | 11,565 | ||||||||||||||
| Adjustments (post-tax): (1) | ||||||||||||||||||||||||
| Acquisition ACL on non-PCD assets in provision expense | - | - | 9,072 | - | - | |||||||||||||||||||
| Branch optimization costs | 999 | 960 | - | - | - | |||||||||||||||||||
| Integration and acquisition expenses | 348 | 4,634 | 2,036 | 292 | 69 | |||||||||||||||||||
| Total non-recurring adjustments (non-GAAP) | $ | 1,347 | $ | 5,595 | $ | 11,108 | $ | 292 | $ | 69 | ||||||||||||||
| Adjusted earnings - non-GAAP | $ | 19,673 | $ | 17,816 | $ | 15,217 | $ | 13,861 | $ | 11,634 | ||||||||||||||
| Adjusted diluted earnings per share (non-GAAP) | $ | 1.08 | $ | 0.98 | $ | 0.88 | $ | 0.83 | $ | 0.69 | ||||||||||||||
| Efficiency Ratio Reconciliation | ||||||||||||||||||||||||
| Noninterest expense - GAAP | $ | 36,321 | $ | 46,013 | $ | 37,600 | $ | 30,331 | $ | 26,927 | ||||||||||||||
| Other real estate owned property income (expense) | (242 | ) | (751 | ) | (78 | ) | 20 | (110 | ) | |||||||||||||||
| Amortization of intangibles | (1,414 | ) | (1,295 | ) | (1,220 | ) | (1,200 | ) | (1,277 | ) | ||||||||||||||
| Branch optimization costs | (1,265 | ) | (1,215 | ) | - | - | - | |||||||||||||||||
| integration and acquisition expenses | (440 | ) | (5,866 | ) | (2,578 | ) | (369 | ) | (87 | ) | ||||||||||||||
| Adjusted noninterest expense (non-GAAP) | $ | 32,960 | $ | 36,886 | $ | 33,724 | $ | 28,782 | $ | 25,453 | ||||||||||||||
| Net interest income -GAAP | $ | 45,496 | $ | 42,747 | $ | 36,764 | $ | 33,440 | $ | 32,517 | ||||||||||||||
| Effect of tax-exempt income (1) | 669 | 612 | 595 | 601 | 566 | |||||||||||||||||||
| Adjusted net interest income (non-GAAP) | $ | 46,165 | $ | 43,359 | $ | 37,359 | $ | 34,041 | $ | 33,083 | ||||||||||||||
| Noninterest income - GAAP | $ | 16,359 | $ | 18,284 | $ | 17,749 | $ | 15,547 | $ | 13,578 | ||||||||||||||
| Gain on sales of investment securities, net | (11 | ) | (73 | ) | (4 | ) | (193 | ) | (95 | ) | ||||||||||||||
| Adjusted noninterest income (non-GAAP) | $ | 16,348 | $ | 18,211 | $ | 17,745 | $ | 15,354 | $ | 13,483 | ||||||||||||||
| Adjusted total revenue (non-GAAP) | $ | 62,513 | $ | 61,570 | $ | 55,104 | $ | 49,395 | $ | 46,566 | ||||||||||||||
| Efficiency ratio (non-GAAP) | 52.73 | % | 59.91 | % | 61.20 | % | 58.27 | % | 54.66 | % | ||||||||||||||
| (1) Nonrecurring items (post-tax) and tax-exempt income are calculated using an estimated effective tax rate of 21%. | ||||||||||||||||||||||||
Cover |
Oct. 28, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 28, 2021 |
| Entity File Number | 001-36434 |
| Entity Registrant Name | FIRST MID BANCSHARES, INC. |
| Entity Central Index Key | 0000700565 |
| Entity Tax Identification Number | 37-1103704 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1421 Charleston Avenue |
| Entity Address, City or Town | Mattoon |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 61938 |
| City Area Code | 217 |
| Local Phone Number | 234-7454 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | FMBH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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