08/05/2024 - 1st Source Corporation: Q1 2024 Financial Statement

[X]
Q1 2024 financial statement

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  • QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

  • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-6233

1st Source Corporation

(Exact name of registrant as specified in its charter)

Indiana

35-1068133

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

100 North Michigan Street

South Bend, IN

46601

(Address of principal executive offices)

(Zip Code)

(574) 235-2000

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 - without par value

SRCE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

Accelerated filer

Non-accelerated filer

Smaller reporting company

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 Section13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  • Yes x No

Number of shares of common stock outstanding as of April 19, 2024 - 24,489,694 shares

Table of Contents

TABLE OF CONTENTS

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Consolidated Statements of Financial Condition - March 31, 2024 and December 31, 2023

3

Consolidated Statements of Income - three months ended March 31, 2024 and 2023

4

Consolidated Statements of Comprehensive Income (Loss) - three months ended March 31, 2024 and 2023

5

Consolidated Statements of Shareholders' Equity - three months ended March 31, 2024 and 2023

5

Consolidated Statements of Cash Flows - three months ended March 31, 2024 and 2023

6

Notes to the Consolidated Financial Statements

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

31

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

41

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

41

Item 1A.

Risk Factors

41

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

41

Item 3.

Defaults Upon Senior Securities

41

Item 4.

Mine Safety Disclosures

41

Item 5.

Other Information

41

Item 6.

Exhibits

42

SIGNATURES

43

2

Table of Contents

1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited - Dollars in thousands)

March 31,

December 31,

2024

2023

ASSETS

Cash and due from banks

$

41,533

$

77,474

Federal funds sold and interest bearing deposits with other banks

39,381

52,194

Investment securities available-for-sale

1,583,244

1,622,600

Other investments

25,075

25,075

Mortgages held for sale

2,881

1,442

Loans and leases, net of unearned discount:

Commercial and agricultural

731,527

766,223

Renewable energy

413,662

399,708

Auto and light truck

997,465

966,912

Medium and heavy duty truck

303,799

311,947

Aircraft

1,104,058

1,078,172

Construction equipment

1,092,585

1,084,752

Commercial real estate

1,135,595

1,129,861

Residential real estate and home equity

643,856

637,973

Consumer

140,225

142,957

Total loans and leases

6,562,772

6,518,505

Allowance for loan and lease losses

(148,024)

(147,552)

Net loans and leases

6,414,748

6,370,953

Equipment owned under operating leases, net

16,691

20,366

Net premises and equipment

45,689

46,159

Goodwill and intangible assets

83,912

83,916

Accrued income and other assets

414,683

427,779

Total assets

$

8,667,837

$

8,727,958

LIABILITIES

Deposits:

Noninterest-bearing demand

$

1,618,498

$

1,655,728

Interest-bearing deposits:

Interest-bearing demand

2,364,751

2,430,833

Savings

1,270,401

1,213,334

Time

1,801,661

1,738,686

Total interest-bearing deposits

5,436,813

5,382,853

Total deposits

7,055,311

7,038,581

Short-term borrowings:

Federal funds purchased and securities sold under agreements to repurchase

82,591

55,809

Other short-term borrowings

166,989

256,550

Total short-term borrowings

249,580

312,359

Long-term debt and mandatorily redeemable securities

39,406

47,911

Subordinated notes

58,764

58,764

Accrued expenses and other liabilities

183,227

202,080

Total liabilities

7,586,288

7,659,695

SHAREHOLDERS' EQUITY

Preferred stock; no par value

Authorized 10,000,000 shares; none issued or outstanding

-

-

Common stock; no par value

Authorized 40,000,000 shares; issued 28,205,674 at March 31, 2024 and December 31, 2023

436,538

436,538

Retained earnings

812,413

789,842

Cost of common stock in treasury (3,728,016 shares at March 31, 2024 and 3,771,070 shares at December 31, 2023)

(129,790)

(130,489)

Accumulated other comprehensive loss

(109,275)

(106,323)

Total shareholders' equity

1,009,886

989,568

Noncontrolling interests

71,663

78,695

Total equity

1,081,549

1,068,263

Total liabilities and equity

$

8,667,837

$

8,727,958

The accompanying notes are a part of the unaudited consolidated financial statements.

3

Table of Contents

1st SOURCE CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited - Dollars in thousands, except per share amounts)

Three Months Ended

March 31,

2024

2023

Interest income:

Loans and leases

$

109,202

$

86,689

Investment securities, taxable

6,079

6,648

Investment securities, tax-exempt

260

482

Other

927

637

Total interest income

116,468

94,456

Interest expense:

Deposits

39,744

21,263

Short-term borrowings

3,102

1,393

Subordinated notes

1,061

1,020

Long-term debt and mandatorily redeemable securities

646

1,215

Total interest expense

44,553

24,891

Net interest income

71,915

69,565

Provision for credit losses

6,595

3,049

Net interest income after provision for credit losses

65,320

66,516

Noninterest income:

Trust and wealth advisory

6,287

5,679

Service charges on deposit accounts

3,070

3,003

Debit card

4,201

4,507

Mortgage banking

950

802

Insurance commissions

1,776

2,029

Equipment rental

1,671

2,503

Losses on investment securities available-for-sale

-

(44)

Other

4,201

4,844

Total noninterest income

22,156

23,323

Noninterest expense:

Salaries and employee benefits

29,572

28,597

Net occupancy

2,996

2,622

Furniture and equipment

1,149

1,307

Data processing

6,500

6,157

Depreciation - leased equipment

1,288

2,022

Professional fees

1,345

682

FDIC and other insurance

1,657

1,360

Business development and marketing

1,744

1,972

Other

3,335

4,702

Total noninterest expense

49,586

49,421

Income before income taxes

37,890

40,418

Income tax expense

8,428

9,287

Net income

29,462

31,131

Net (income) loss attributable to noncontrolling interests

(7)

(7)

Net income available to common shareholders

$

29,455

$

31,124

Per common share:

Basic net income per common share

$

1.19

$

1.25

Diluted net income per common share

$

1.19

$

1.25

Cash dividends

$

0.34

$

0.32

Basic weighted average common shares outstanding

24,459,088

24,687,087

Diluted weighted average common shares outstanding

24,459,088

24,687,087

The accompanying notes are a part of the unaudited consolidated financial statements.

4

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1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited - Dollars in thousands)

Three Months Ended

March 31,

2024

2023

Net income

$

29,462

$

31,131

Other comprehensive income (loss):

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

(3,791)

26,476

Reclassification adjustment for realized losses included in net income

-

44

Income tax effect

839

(6,295)

Other comprehensive (loss) income, net of tax

(2,952)

20,225

Comprehensive income (loss)

26,510

51,356

Comprehensive (income) loss attributable to noncontrolling interests

(7)

(7)

Comprehensive income (loss) available to common shareholders

$

26,503

$

51,349

The accompanying notes are a part of the unaudited consolidated financial statements.

1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited - Dollars in thousands, except per share amounts)

Three Months Ended

Cost of

Accumulated

Other

Total

Preferred

Common

Retained

Common

Comprehensive

Noncontrolling

Total

Stock

Income (Loss),

Shareholders'

Stock

Stock

Earnings

in Treasury

Net

Equity

Interests

Equity

Balance at January 1, 2023

$

-

$

436,538

$

694,862

$

(119,642)

$

(147,690)

$

864,068

$

59,698

$

923,766

Net income

-

-

31,124

-

-

31,124

7

31,131

Other comprehensive income

-

-

-

-

20,225

20,225

-

20,225

Issuance of 49,625 common shares under

-

-

1,426

999

-

2,425

-

2,425

stock based compensation awards

Cost of 16,359 shares of common stock

-

-

-

(766)

-

(766)

-

(766)

acquired for treasury

Common stock dividend ($0.32 per share)

-

-

(7,917)

-

-

(7,917)

-

(7,917)

Distributions to noncontrolling interests

-

-

-

-

-

-

(420)

(420)

Balance at March 31, 2023

$

-

$

436,538

$

719,495

$

(119,409)

$

(127,465)

$

909,159

$

59,285

968,444

Balance at January 1, 2024

$

-

$

436,538

$

789,842

$

(130,489)

$

(106,323)

$

989,568

$

78,695

$

1,068,263

Net income

-

-

29,455

-

-

29,455

7

29,462

Other comprehensive loss

-

-

-

-

(2,952)

(2,952)

-

(2,952)

Issuance of 43,054 common shares under

-

-

1,462

699

-

2,161

-

2,161

stock based compensation awards

Common stock dividend ($0.34 per share)

-

-

(8,346)

-

-

(8,346)

-

(8,346)

Distributions to noncontrolling interests

-

-

-

-

-

-

(1,119)

(1,119)

Liquidation of noncontrolling interests

-

-

-

-

-

-

(5,920)

(5,920)

Balance at March 31, 2024

$

-

$

436,538

$

812,413

$

(129,790)

$

(109,275)

$

1,009,886

$

71,663

$

1,081,549

The accompanying notes are a part of the unaudited consolidated financial statements.

5

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1st SOURCE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - Dollars in thousands)

Three Months Ended March 31,

2024

2023

Operating activities:

Net income

$

29,462

$

31,131

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses

6,595

3,049

Depreciation of premises and equipment

1,032

1,146

Depreciation of equipment owned and leased to others

1,288

2,022

Stock-based compensation

1,310

1,121

Amortization of investment securities premiums and accretion of discounts, net

767

855

Amortization of mortgage servicing rights

184

221

Amortization of right of use assets

759

778

Deferred income taxes

2,379

(993)

Losses on investment securities available-for-sale

-

44

Originations of loans held for sale, net of principal collected

(10,727)

(8,862)

Proceeds from the sales of loans held for sale

9,652

10,934

Net gain on sale of loans held for sale

(364)

(226)

Net gain on sale of other real estate and repossessions

(96)

(39)

Change in interest receivable

(453)

(125)

Change in interest payable

2,695

7,599

Change in other assets

(1,725)

(5,422)

Change in other liabilities

(399)

3,987

Other

(399)

(367)

Net change in operating activities

41,960

46,853

Investing activities:

Proceeds from sales of investment securities available-for-sale

-

64,928

Proceeds from maturities and paydowns of investment securities available-for-sale

55,723

25,341

Purchases of investment securities available-for-sale

(20,925)

(3,000)

Net change in partnership investments

(10,259)

(5,274)

Loans sold or participated to others

22,276

16,026

Proceeds from principal payments on direct finance leases

17,810

13,043

Net change in loans and leases

(91,045)

(134,913)

Net change in equipment owned under operating leases

2,387

(405)

Purchases of premises and equipment

(575)

(408)

Proceeds from disposal of premises and equipment

13

2

Proceeds from sales of other real estate and repossessions

905

391

Net change in investing activities

(23,690)

(24,269)

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Table of Contents

Financing activities:

Net change in demand deposits and savings accounts

(46,245)

(397,447)

Net change in time deposits

62,975

270,646

Net change in short-term borrowings

(62,779)

87,507

Payments on long-term debt

(11,264)

(2,727)

Acquisition of treasury stock

-

(766)

Net (distributions to) contributions from noncontrolling interests

(1,119)

(420)

Cash dividends paid on common stock

(8,592)

(8,137)

Net change in financing activities

(67,024)

(51,344)

Net change in cash and cash equivalents

(48,754)

(28,760)

Cash and cash equivalents, beginning of year

129,668

122,797

Cash and cash equivalents, end of period

$

80,914

$

94,037

Supplemental Information:

Non-cash transactions:

Loans transferred to other real estate and repossessed assets

$

412

$

484

Common stock matching contribution to Employee Stock Ownership and Profit Sharing Plan

1,153

1,753

Right of use assets obtained in exchange for lease obligations

535

2,495

Liquidation of noncontrolling interests

5,920

-

The accompanying notes are a part of the unaudited consolidated financial statements.

7

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1ST SOURCE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Accounting Policies

1st Source Corporation is a bank holding company headquartered in South Bend, Indiana that provides, through its subsidiaries (collectively referred to as "1st Source" or "the Company"), a broad array of financial products and services.

Basis of Presentation - The accompanying unaudited consolidated financial statements reflect all adjustments (all of which are normal and recurring in nature) which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position, the results of operations, changes in comprehensive income (loss), changes in shareholders' equity, and cash flows for the periods presented. These unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been omitted.

The Notes to the Consolidated Financial Statements appearing in 1st Source Corporation's Annual Report on Form 10-K(2023 Annual Report), which include descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. The Consolidated Statement of Financial Condition at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation.

Use of Estimates in the Preparation of Financial Statements - Financial statements prepared in accordance with GAAP require the Company 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 income and expense during the reporting period. Actual results could differ from those estimates.

Loans and Leases - Loans are stated at the principal amount outstanding, net of unamortized deferred loan origination fees and costs and net of unearned income. Interest income is accrued as earned based on unpaid principal balances. Origination fees and direct loan and lease origination costs are deferred, and the net amount amortized to interest income over the estimated life of the related loan or lease. Loan commitment fees are deferred and amortized into other income over the commitment period.

Direct financing leases are carried at the aggregate of lease payments plus estimated residual value of the leased property, net of unamortized deferred lease origination fees and costs and unearned income. Only those costs incurred as a direct result of closing a lease transaction are capitalized and all other initial direct costs are expensed immediately. Interest income on direct financing leases is recognized over the term of the lease to achieve a constant periodic rate of return on the outstanding investment.

Accrued interest is included in Accrued Income and Other Assets on the Consolidated Statements of Financial Condition and is excluded from the calculation of the allowance for credit losses. The accrual of interest on loans and leases is discontinued when a loan or lease becomes contractually delinquent for 90 days, or when an individual analysis of a borrower's credit worthiness indicates a credit should be placed on nonperforming status, except for residential mortgage loans and consumer loans that are well secured and in the process of collection. Residential mortgage loans are placed on nonaccrual at the time the loan is placed in foreclosure. When interest accruals are discontinued, interest credited to income in the current year is reversed and interest accrued in the prior year is charged to the allowance for loan and lease losses. However, in some cases, the Company may elect to continue the accrual of interest when the net realizable value of collateral is sufficient to cover the principal and accrued interest. When a loan or lease is classified as nonaccrual and the future collectability of the recorded loan or lease balance is doubtful, collections on interest and principal are applied as a reduction to principal outstanding. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured, which is typically evidenced by a sustained repayment performance of at least six months.

Occasionally, the Company modifies loans and leases to borrowers in financial distress (typically denoted by internal credit quality graded "substandard" or worse) by providing term extensions, other-than-insignificant payment delays, or interest rate reductions. In some cases, a combination of modifications are made to the same loan or lease. These modifications typically result from the Company's loss mitigation activities. If the Company determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance for loan and lease losses estimate or a charge-off to the allowance for loan and lease losses.

8

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Note 2 - Recent Accounting Pronouncements

Investments-EquityMethod and Joint Ventures:In March 2023, the Financial Accounting Standards Board (FASB) issued

Accounting Standards (ASU) No. 2023-02"Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method." These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. This guidance is effective for public business entities for fiscal years including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted in any interim period. The Company adopted ASU 2023-02 on January 1, 2024, and it had no impact on its accounting and disclosures.

Fair Value Measurements:In June 2022, the FASB issued ASU No. 2022-03"Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions." These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. The Company adopted ASU 2022-03 on January 1, 2024, and it had no impact on its accounting and disclosures.

Income Taxes:In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." Among other things, these amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate.) The amendments also require that all entities disclose on an annual basis the following information about income taxes paid: (1) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received.) This guidance is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is continuing to assess ASU 2023-09 and its impact on its accounting and disclosures.

Segment Reporting: In November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." These amendments require, among other things, that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 208. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments retrospectively to all periods presented in the financial statements. The Company is continuing to assess ASU 2023-07 and its impact on its accounting and disclosures.

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Note 3 - Investment Securities Available-For-Sale

The following table shows investment securities available-for-sale.

Amortized Cost

Gross

Gross

Fair Value

(Dollars in thousands)

Unrealized Gains

Unrealized Losses

March 31, 2024

U.S. Treasury and Federal agencies securities

$

958,300

$

13

$

(55,428)

$

902,885

U.S. States and political subdivisions securities

92,875

223

(5,449)

87,649

Mortgage-backed securities - Federal agencies

667,973

64

(82,900)

585,137

Corporate debt securities

7,044

-

(64)

6,980

Foreign government and other securities

600

-

(7)

593

Total debt securities available-for-sale

$

1,726,792

$

300

$

(143,848)

$

1,583,244

December 31, 2023

U.S. Treasury and Federal agencies securities

$

979,530

$

178

$

(56,842)

$

922,866

U.S. States and political subdivisions securities

97,522

508

(5,466)

92,564

Mortgage-backed securities - Federal agencies

676,257

476

(78,481)

598,252

Corporate debt securities

8,448

-

(119)

8,329

Foreign government and other securities

600

-

(11)

589

Total debt securities available-for-sale

$

1,762,357

$

1,162

$

(140,919)

$

1,622,600

Amortized cost excludes accrued interest receivable which is included in Accrued Income and Other Assets on the Consolidated Statements of Financial Condition. At March 31, 2024 and December 31, 2023, accrued interest receivable on investment securities available-for-sale was $4.50 million and $4.60 million, respectively.

At March 31, 2024 and December 31, 2023, the residential mortgage-backed securities held by the Company consisted primarily of GNMA, FNMA and FHLMC pass-through certificates which are guaranteed by those respective agencies of the United States government (Government Sponsored Enterprise, GSEs).

The following table shows the contractual maturities of investments in debt securities available-for-sale at March 31, 2024. Expected maturities will differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

(Dollars in thousands)

Amortized Cost

Fair Value

Due in one year or less

$

298,957

$

292,127

Due after one year through five years

727,883

674,372

Due after five years through ten years

13,151

12,729

Due after ten years

18,828

18,879

Mortgage-backed securities

667,973

585,137

Total debt securities available-for-sale

$

1,726,792

$

1,583,244

10

Disclaimer

1st Source Corporation published this content on 08 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2024 13:29:23 UTC.

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