2021 Annual Report
April 5, 2022
Dear Shareholders:
Last year was another year of growth for Investar, both organically and through our strategic acquisition activity. Total assets
grew 8% to $2.5 billion in 2021 and, excluding PPP loans, our total loan portfolio increased 4.7% to $1.8 billion compared to
the prior year. We ended the year with deposits of $2.1 billion, a 12.3% increase compared to the prior year. Our team also
completed the acquisition of Cheaha Financial Group, Inc. and its wholly owned subsidiary Cheaha Bank, through which we
acquired assets with a fair value of $240.8 million, including $120.4 million in loans. The acquisition also significantly
expanded our footprint in Alabama.
Our company has an uninterrupted history of paying quarterly dividends to common shareholders since 2011. Due to continued
strong financial performance, we returned approximately $3.2 million to shareholders through quarterly cash dividends totaling
$0.31 per share for the year, a 24% increase from total quarterly dividends in 2020. As of December 31, 2021, we have
repurchased 1,794,308 shares of our common stock at an average price of $19.06 since the inception of our stock repurchase
program in 2015, and we have 205,692 remaining shares authorized for repurchase under our current stock repurchase plan.
We are committed to providing long-term value to our dedicated shareholder base.
Though the ongoing effects of the COVID-19 pandemic, as well as the disruption caused by Hurricane Ida, presented challenges
to Investar in 2021, we remained committed to strengthening our position as a community bank by continuing to focus on
delivering quality customer service and maintaining strong customer relationships. We are identifying opportunities and
executing strategies we believe are sustainable and add long-term value for our shareholders. As we move into a more digital
banking environment, we are continually evaluating opportunities to improve our branch network efficiency, further reducing
costs, and improve our core metrics. We consolidated two branch locations in 2021 and have announced two additional
consolidations in 2022.
To our loyal customers and dedicated employees – thank you for working together to achieve another successful year. We
remain committed to sharing our commitment to service excellence across our existing footprint and into new markets in 2022
and beyond.
Sincerely,
John J. D’Angelo
President & Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 10-K
_____________________________________
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐
For the fiscal year ended December 31, 2021
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: 001-36522
____________________________________________________
Investar Holding Corporation
(Exact name of registrant as specified in its charter)
____________________________________________________
Louisiana
(State or other jurisdiction of incorporation or organization)
27-1560715
(I.R.S. Employer Identification No.)
10500 Coursey Blvd., Baton Rouge, Louisiana 70816
(Address of principal executive offices, including zip code)
(225) 227-2222
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, $1.00 par value per share
Trading Symbol(s)
ISTR
Name of each exchange on which registered
The Nasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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. Yes ☒ 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). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
Non-accelerated filer
☐
☐
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 Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price of the common stock as of
June 30, 2021, was approximately $220.7 million.
The number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date, is as follows: Common stock, $1.00 par
value per share, 10,310,212 shares outstanding as of March 7, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement relating to the 2022 Annual Meeting of Shareholders of Investar Holding Corporation are incorporated by reference
into Part III of the Form 10-K. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the
registrant’s fiscal year ended December 31, 2021.
TABLE OF CONTENTS
PART I
Item 1. Business .............................................................................................................................................................
Item 1A. Risk Factors........................................................................................................................................................
Item 1B. Unresolved Staff Comments ..............................................................................................................................
Item 2. Properties ...........................................................................................................................................................
Item 3. Legal Proceedings ..............................................................................................................................................
Item 4. Mine Safety Disclosures ....................................................................................................................................
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ........................................................................................................................................................
[Reserved] ..........................................................................................................................................................
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ............................................................................
Item 8. Financial Statements and Supplementary Data ..................................................................................................
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .............................
Item 9A. Controls and Procedures ....................................................................................................................................
Item 9B. Other Information ..............................................................................................................................................
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ...............................................................
PART III
Item 10. Directors, Executive Officers and Corporate Governance .................................................................................
Item 11. Executive Compensation ....................................................................................................................................
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...........
Item 13. Certain Relationships and Related Transactions, and Directors Independence ..................................................
Item 14. Principal Accounting Fees and Services ............................................................................................................
PART IV
Item 15. Exhibits and Financial Statement Schedules ......................................................................................................
Item 16. Form 10-K Summary .........................................................................................................................................
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PART I
Item 1. Business
General
Investar Holding Corporation (the “Company”), a Louisiana corporation incorporated in 2009, is a financial holding company
headquartered in Baton Rouge, Louisiana that conducts its operations primarily through its wholly-owned subsidiary, Investar
Bank, National Association (the “Bank”), a national bank chartered by the Office of the Comptroller of Currency (“OCC”). The
Bank was originally chartered as a Louisiana commercial bank in 2006 and converted to a national bank in July 2019. Through
the Bank, the Company offers a wide range of commercial banking products tailored to meet the needs of individuals,
professionals, and small to medium-sized businesses. Our primary areas of operation are south Louisiana, including Baton Rouge,
New Orleans, Lafayette, Lake Charles, and their surrounding areas; southeast Texas, including Houston and its surrounding area,
Alice and Victoria; and Alabama, including York and its surrounding area and, as of April 1, 2021, Oxford and its surrounding
area. These markets are served from our executive and operations center located in Baton Rouge and from 33 full service branches
located throughout our market areas. We have experienced significant growth since the Bank was chartered, completing seven
whole-bank acquisitions and establishing additional branches in our market areas.
As of December 31, 2021, on a consolidated basis, the Company had total assets of $2.5 billion, net loans of $1.9 billion, total
deposits of $2.1 billion, and stockholders’ equity of $242.6 million.
Management believes that the current markets present a significant opportunity for growth and franchise expansion, both
organically and through strategic acquisitions. Although the financial services industry is rapidly changing and intensely
competitive, and likely to remain so, we believe that the Bank competes effectively as a local community bank and possesses the
consistency of local leadership, the availability of local access and responsive customer service, coupled with competitively-
priced products and services, necessary to successfully compete with other financial institutions for individual and small to
medium-sized business customers.
For a discussion of the impacts of the COVID-19 pandemic on the Company, see Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations – COVID-19.
The information set forth in this Annual Report on Form 10-K is as of March 9, 2022, unless otherwise indicated herein.
Operations
General. We offer a full range of commercial and retail lending products throughout our market areas, including business loans
to small to medium-sized businesses as well as loans to individuals. Our business lending products include owner-occupied
commercial real estate loans, construction loans and commercial and industrial loans, such as term loans, equipment financing
and lines of credit, while our loans to individuals include first and second mortgage loans, installment loans, and lines of credit.
For business customers, we target small to medium-sized businesses and professional organizations such as law firms, accounting
firms and medical practices.
Management considers all of our operations to be aggregated in one reportable operating segment, and accordingly, no separate
segment disclosures are presented in this report.
Lending Activities. Income generated by our lending activities represents a substantial portion of our total revenue. For the years
ended December 31, 2021, 2020 and 2019, income from our lending activities comprised 84%, 83% and 85%, respectively, of
our total revenue. Over the last three fiscal years, we have increased our focus on commercial real estate loans and commercial
and industrial loans.
3
Lending to Businesses. Our lending to small to medium-sized businesses falls into three general categories:
• Commercial real estate loans. Approximately 52% of our total loans at December 31, 2021 were commercial real estate
loans, which include multifamily, farmland and commercial real estate loans, with owner-occupied loans comprising
approximately 47% of the commercial real estate loan portfolio. Commercial real estate loan terms generally are 10
years or less, although payments may be structured on a longer amortization basis. Interest rates may be fixed or
adjustable, although rates typically will not be fixed for a period exceeding 120 months, and we generally charge an
origination fee. Risks associated with commercial real estate loans include, among other things, fluctuations in the
value of real estate, new job creation trends, tenant vacancy rates, and the quality of the borrower’s management. We
attempt to limit risk by analyzing a borrower’s cash flow and collateral value on an ongoing basis. Also, we typically
require personal guarantees from the principal owners of the property, supported by a review of their personal financial
statements, as an additional means of mitigating our risk. We also manage risk by avoiding concentrations in any one
business or industry.
• Commercial and industrial loans. Commercial and industrial loans primarily consist of working capital lines of credit
and equipment loans. The terms of these loans vary by purpose and by type of underlying collateral. We make
equipment loans for a term of five years or less at fixed or variable rates, with the loan fully amortized over the term
and secured by the relevant piece of equipment. Loans to support working capital typically have terms not exceeding
one year, and such loans are secured by accounts receivable or inventory. Fixed rate loans are priced based on collateral,
term and amortization. The interest rate for floating rate loans is typically tied to the prime rate published in The Wall
Street Journal. Commercial and industrial loans accounted for approximately 17% of our total loans at December 31,
2021.
Commercial lending generally involves different risks from those associated with commercial real estate lending or
construction lending. Although commercial loans may be collateralized by equipment or other business assets
(including real estate, if available as collateral), the repayment of these types of loans depends primarily on the
creditworthiness and projected cash flow of the borrower (and any guarantors). Thus, the general business conditions
of the local economy and the borrower’s ability to sell its products and services, thereby generating sufficient operating
revenue to repay us under the agreed upon terms and conditions, are the chief considerations when assessing the risk
of a commercial loan. The liquidation of collateral, if any, is considered a secondary source of repayment because
equipment and other business assets may, among other things, be obsolete or of limited resale value. We actively
monitor certain financial measures of the borrower, including advance rate, cash flow, collateral value and other
appropriate credit factors. We also manage risk by avoiding concentrations in any one business or industry.
• Construction and development loans. Construction and development loans, which consist of loans for the construction
of commercial projects, single family residential properties and multifamily properties, accounted for approximately
11% of our total loans at December 31, 2021. Our construction and development loans are made on both a “pre-sold”
basis and on a “speculative” basis. Construction and development loans are generally made with a term of 6 to 18
months, with interest accruing at either a fixed or floating rate and paid monthly. These loans are secured by the
underlying project being built. For construction loans, loan to value ratios range from 70% to 80% of the
developed/completed value, while for development loans our loan to value ratios typically will not exceed 70% to 75%
of such value. Speculative loans are based on the borrower’s financial strength and cash flow position, and we disburse
funds in installments based on the percentage of completion and only after the project has been inspected by an
experienced construction lender or third-party inspector.
Construction lending entails significant additional risks compared to commercial real estate or residential real estate
lending due to the dynamics of construction projects, changes in interest rates, the long-term financing market, and
state and local government regulations. One such risk is that loan funds are advanced upon the security of the property
under construction, which is of uncertain value prior to the completion of construction. Thus, it is more difficult to
accurately evaluate the total loan funds required to complete a project and to calculate related loan-to-value ratios. We
attempt to minimize the risks associated with construction lending by limiting loan-to-value ratios as described above.
In addition, as to speculative development loans, we generally make such loans only to borrowers that have a positive
pre-existing relationship with us. We also manage risk by using specific underwriting policies and procedures for these
types of loans and by avoiding excessive concentrations in any one business or industry.
4
Lending to Individuals. We make the following types of loans to our individual customers:
• Residential real estate. 1-4 family residential real estate loans, including second mortgage loans, comprised
approximately 19% of our total loans at December 31, 2021. Second mortgage loans in this category include only loans
we make to cover the gap between the purchase price of a residence and the amount of the first mortgage; all other
second mortgage loans are considered consumer loans. Loan to value ratios do not typically exceed 80%, although
some of the mortgage loans that we retain in our portfolio may have higher loan to value ratios. We use an independent
appraiser to establish collateral values. We generate residential real estate mortgage loans through Bank referrals and
contacts with real estate agents in our markets. We do not originate subprime residential real estate loans.
• Consumer loans. Consumer loans represented 1% of our total loans at December 31, 2021. We make these loans (which
are normally fixed-rate loans) to individuals for a variety of personal, family and household purposes, secured and
unsecured installment and term loans, second mortgages, home equity loans and home equity lines of credit. Because
many consumer loans are secured by depreciable assets such as cars, boats and trailers, the loans are amortized over
the useful life of the asset. The amortization of second mortgages generally does not exceed 15 years and the rates
generally are not fixed for more than 60 months. As a general matter, in underwriting these loans, our credit analysts
review a borrower’s past credit history, credit scores, past income level, debt history and, when applicable, cash flow,
debt to income ratio, and payment to income, and determine the impact of all these factors on the ability of the borrower
to make future payments as agreed. A comparison of the value of the collateral, if any, to the proposed loan amount, is
also a consideration in the underwriting process. Repayment of consumer loans depends upon key consumer economic
measures and upon the borrower’s financial stability and is more likely to be adversely affected by divorce, job loss,
illness and personal hardships than repayment of other loans. A shortfall in the value of any collateral also may pose a
risk of loss to us for these types of loans.
Deposits. We offer a broad base of deposit products and services to our individual and business clients, including savings,
checking, and money market accounts, debit cards and mobile banking with smartphone deposit capability, as well as a variety
of certificates of deposit and individual retirement accounts. We also offer a reciprocal deposit product, Assured Checking, that
allows customers to deposit funds in excess of the Federal Deposit Insurance Corporation’s (“FDIC”) $250,000 insurance limit
and have the funds insured by the FDIC. For our business clients, we offer a competitive suite of cash management products
which include, but are not limited to, remote deposit capture, lockbox payment processing, virtual vault, electronic statements,
positive pay, ACH origination and wire transfer, investment sweep accounts, and enhanced business internet banking.
Other Banking Services. The Bank’s other banking services include cashiers’ checks, direct deposit of payroll and Social
Security checks, night depository, bank-by-mail, automated teller machines with deposit automation, debit cards, mobile wallet
payment options, business electronic banking for business customers, and Zelle®, a fast, safe and easy way to send money
directly between almost any bank account in the United States. In addition, the bank has options for contactless banking including
interactive teller machines (“ITMs”) and video banking. ITMs are an upgrade on traditional automated teller machine (“ATM”)
technology that allow customers to virtually interact directly with Bank staff for a safer, more secure transaction. Video banking
lets customers communicate with Bank staff from a mobile device or computer without visiting a branch.
We have also associated with nationwide networks of ATMs, enabling the Bank’s customers to use ATMs throughout our markets
and other regions. We offer merchant card services through a third-party vendor and a business credit card product. The Bank
does not offer trust services or insurance products.
Acquisition Activity
General. To complement our organic growth strategy, from time to time we evaluate potential acquisition opportunities including
whole-bank acquisitions and strategic branch acquisitions. We believe there are many banking institutions that continue to face
credit challenges, capital constraints and liquidity issues and that lack the scale and management expertise to manage the
increasing regulatory burden. Our management team has a long history of identifying targets, assessing and pricing risk and
executing acquisitions in a creative, yet disciplined, manner. We seek acquisitions that provide meaningful financial benefits,
long-term organic growth opportunities and expense reductions, without compromising our risk profile. Additionally, we seek
banking markets with favorable competitive dynamics and potential consolidation opportunities.
Recent Acquisitions. All of our acquisition activity is evaluated and overseen by a standing Mergers and Acquisitions Committee
of our board of directors. A discussion of acquisitions completed since January 1, 2019 is set forth under the heading “Certain
Events That Affect Year-over-Year Comparability – Acquisitions” in Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
5
De Novo Branches
During our last three fiscal years, we have opened four full-service branch locations in Louisiana, consisting of two locations in
the Lake Charles market, one location in the New Orleans market, and one location in the Lafayette market, in addition to the
branches we acquired through our acquisition activity. We do not expect to open de novo branches in 2022.
Competition
We face competition in all major product and geographic areas in which we conduct our operations. Through the Bank, we
compete for available loans and deposits with state, regional and national banks, as well as savings and loan associations, credit
unions, finance companies, mortgage companies, insurance companies, brokerage firms and investment companies. All of these
institutions compete in the delivery of services and products through availability, quality and pricing, both with respect to interest
rates on loans and deposits and fees charged for banking services. Many of our competitors are larger and have substantially
greater resources than we do, including higher total assets and capitalization, greater access to capital markets, and a broader
offering of financial services. As larger institutions, many of our competitors can offer more attractive pricing than we can offer
and have more extensive branch networks from which they can offer their financial services products.
While we continually strive to offer competitive pricing for our banking products, we believe that our community bank approach
to customers, focusing on quality customer service, and maintaining strong customer relationships affords us the best opportunity
to successfully compete with other institutions. In addition, as a smaller institution, we think we can be flexible in developing
and implementing new products and services. Further, in recent years there has been consolidation activity involving banks with
a presence in our markets. In our view, mergers and other business combinations within our markets provide us with growth
opportunities. Many acquisitions, especially when local institutions are acquired by institutions based outside our markets, result
not only in customer disruption, but also in a loss of market knowledge and relationships that we believe provide us the
opportunity to acquire customers seeking a personalized approach to banking. Furthermore, acquisition activity typically creates
opportunities to hire talented personnel from the combining institutions.
The following table sets forth certain information about our total deposits, and our share of total deposits, in specified locations,
and is shown as of June 30, 2021, which is the latest date for which such information is available.
Location
Baton Rouge, Louisiana
New Orleans, Louisiana
Lafayette, Louisiana
Evangeline Parish, Louisiana(1)
East and West Feliciana Parishes, Louisiana(1)
Calcasieu Parish, Louisiana(1)
Houston, Texas
Alice, Texas
Victoria, Texas
Sumter County, Alabama(1)
Calhoun County, Alabama(1)
Investar Total
Deposits
(in millions)
Investar Share
of Deposits
$
892
250
253
202
144
8
144
14
20
100
218
3.6%
1.0
2.9
26.6
24.8
0.1
0.4
2.1
0.8
39.4
9.6
(1) Evangeline Parish, East and West Feliciana Parishes, Calcasieu Parish, Sumter County, and Calhoun County are not
included in Metropolitan Statistical Areas but are included in this table to reflect the deposit balances of our branches
in these parishes and counties.
Supervision and Regulation
General. Banking is highly regulated under federal and state law. The following is a brief summary of certain aspects of that
regulation which are material to us, and does not purport to be a complete description of all regulations that affect us or all aspects
of those regulations. To the extent particular statutory and regulatory provisions are described, the description is qualified in its
entirety by reference to the particular statute or regulation.
6
We are a financial holding company registered under the Bank Holding Company Act of 1956, as amended, and are subject to
supervision, regulation and examination by the Federal Reserve. The Bank is a national bank chartered under the laws of the
United States by the OCC and is subject to supervision, regulation and examination by the OCC. This system of supervision and
regulation establishes a comprehensive framework for our operations and, consequently, can have a material impact on our
growth and earnings performance.
The primary goals of the bank regulatory scheme are to maintain a safe and sound banking system and to facilitate the conduct
of sound monetary policy. This system is intended primarily for the protection of the FDIC’s deposit insurance funds, bank
depositors, and the public, rather than our shareholders and creditors. The banking agencies have broad enforcement power over
bank holding companies and banks, including the authority, among other things, to enjoin “unsafe or unsound” practices, require
affirmative action to correct any violation or practice, issue administrative orders that can be judicially enforced, direct increases
in capital, direct the sale of subsidiaries or other assets, limit dividends and distributions, restrict growth, assess civil monetary
penalties, remove officers and directors, and, with respect to banks, terminate deposit insurance or place the bank into
conservatorship or receivership. In general, these enforcement actions may be initiated for violations of laws and regulations or
unsafe or unsound practices.
The Dodd-Frank Act. The Dodd-Frank Act, enacted on July 21, 2010, aims to restore responsibility and accountability to the
financial system by significantly altering the regulation of financial institutions and the financial services industry. Full
implementation of the Dodd-Frank Act has required many new rules to be issued by federal regulatory agencies over the last
several years, and it will continue to profoundly affect how financial institutions will be regulated in the future.
The Dodd-Frank Act, among other things:
• established the Consumer Financial Protection Bureau, an independent bureau within the Federal Reserve System with
centralized responsibility for promulgating and enforcing federal consumer protection laws applicable to all entities
offering consumer financial products or services;
• established the Financial Stability Oversight Council, tasked with the authority to identify and monitor institutions and
systems that pose a systemic risk to the financial system;
• changed the assessment base for federal deposit insurance from the amount of insured deposits held by the depository
institution to the institution’s average total consolidated assets less tangible equity;
•
increased the minimum reserve ratio for the Deposit Insurance Fund from 1.15% to 1.35%;
• permanently increased the deposit insurance coverage amount from $100,000 to $250,000;
•
required the federal banking agencies to make their capital requirements for insured depository institutions
countercyclical, so that capital requirements increase in times of economic expansion and decrease in times of economic
contraction;
• directed the Federal Reserve to establish interchange fees for debit cards under a restrictive “reasonable and
proportional cost” per transaction standard;
•
•
•
limited the ability of banking organizations to sponsor or invest in private equity and hedge funds and to engage in
proprietary trading;
increased regulation of consumer protections regarding mortgage originations, including originator compensation,
minimum repayment standards, prepayment consideration, and mortgage servicing;
restricted the preemption of select state laws by federal banking law applicable to national banks and disallowed
subsidiaries and affiliates of national banks from availing themselves of such preemption;
• authorized national and state banks to establish de novo branches in any state that would permit a bank chartered in that
state to open a branch at that location; and
•
repealed the federal prohibition on the payment of interest on commercial demand deposits, thereby permitting
depository institutions to pay interest on business transaction and other accounts.
Some of these provisions have had and may continue to have the consequence of increasing our expenses, decreasing our
revenues, and changing the activities in which we choose to engage. The environment in which banking organizations have
operated after the financial crisis, including legislative and regulatory changes affecting capital, liquidity, supervision,
permissible activities, corporate governance and compensation, changes in fiscal policy and steps to eliminate government
support for banking organizations, may have long-term effects on the business model and profitability of banking organizations
that cannot currently be foreseen. The specific impact on our current activities or new financial activities we may consider in the
future, our financial performance and the markets in which we operate will depend on the manner in which the relevant agencies
7
develop and implement the required rules and the reaction of market participants to these regulatory developments. Many aspects
of the Dodd-Frank Act are subject to ongoing implementation. While we cannot predict what effect any presently contemplated
or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse
to our financial condition and results of operations.
The Volcker Rule. On December 10, 2013, the Federal Reserve and the other federal banking regulators as well as the SEC each
adopted a final rule implementing Section 619 of the Dodd-Frank Act, commonly referred to as the “Volcker Rule.” Generally
speaking, the final rule prohibited a bank and its affiliates from engaging in proprietary trading and from sponsoring certain
“covered funds” or from acquiring or retaining any ownership interest in such covered funds. Most private equity, venture capital
and hedge funds are considered “covered funds” as are bank trust preferred collateralized debt obligations. The final rule
required banking entities to divest disallowed securities by July 21, 2015, subject to extension upon application. The Economic
Growth, Regulatory Relief, and Consumer Protection Act which was enacted in 2018 amended Section 619 of the Dodd-Frank
Act to exempt from the Volcker Rule any insured depository institution that has $10.0 billion or less in total consolidated assets
and whose total trading assets and trading liabilities are 5.0% or less of total consolidated assets.
Regulatory Capital Requirements
Capital Adequacy. The Federal Reserve Board monitors the capital adequacy of the Company, on a consolidated basis, and the
OCC monitors the capital adequacy of the Bank. The regulatory agencies use a combination of risk-based guidelines and a
leverage ratio to evaluate capital adequacy and consider these capital levels when taking action on various types of applications
and when conducting supervisory activities related to safety and soundness. The risk-based capital standards are designed to
make regulatory capital requirements more sensitive to differences in risk profiles among financial institutions and their holding
companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid assets. A financial
institution’s assets and off-balance sheet items, such as letters of credit and unfunded loan commitments, are assigned to broad
risk categories, each with appropriate risk weights. Regulatory capital, in turn, is classified in one of two tiers. “Tier 1” capital
includes two components: (1) common equity Tier 1 capital and (2) additional Tier 1 capital. Common equity Tier 1 capital
consists solely of common stock (plus related surplus), retained earnings and limited amounts of minority interests that are in the
form of common stock. Additional Tier 1 capital includes other perpetual instruments historically included in Tier 1 capital, such
as non-cumulative perpetual preferred stock. “Tier 2” capital includes, among other things, qualifying subordinated debt and
allowances for loan and lease losses, subject to limitations. The resulting capital ratios represent capital as a percentage of total
risk-weighted assets and off-balance sheet items.
Under the current regulatory framework, we are required to maintain the following minimum regulatory capital ratios:
• A ratio of common equity Tier 1 capital to total risk-weighted assets of at least 4.5%;
• A ratio of Tier 1 capital to total risk-weighted assets of at least 6.0%;
• A ratio of Tier 1 capital plus Tier 2 capital to total risk-weighted assets of at least 8.0%; and
• A leverage ratio (Tier 1 capital to adjusted total assets) of at least 4.0%.
In addition to these minimum regulatory capital ratios, the regulations establish a capital conservation buffer with respect to the
first three capital ratios listed above. Specifically, banking organizations must hold common equity Tier 1 capital in excess of
their minimum risk-based capital ratios by at least 2.5% of risk-weighted assets in order to avoid limits on capital distributions
(including dividend payments, discretionary payments on Tier 1 instruments, and stock buybacks) and certain discretionary bonus
payments to executive officers. Thus, when including the 2.5% capital conservation buffer, a bank holding company and bank’s
minimum ratio of common equity Tier 1 capital to total risk-weighted assets becomes 7%, its minimum ratio of Tier 1 capital to
total risk-weighted assets becomes 8.5%, and its minimum ratio of total capital to total risk-weighted assets becomes 10.5%.
We were in compliance with all applicable minimum regulatory capital requirements as of December 31, 2021.
The required capital ratios set forth above are minimums, and the Federal Reserve and the OCC may determine that a banking
organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and
sound manner. Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the
institution’s exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution’s ability
to manage those risks are important factors that are to be taken into account by the federal banking agencies in assessing an
institution’s overall capital adequacy.
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The federal banking agencies finalized a rule in 2019 that allows bank holding companies and banks with less than $10.0 billion
in total consolidated assets, limited amounts of certain assets and off balance sheet exposures, and a bank leverage ratio of greater
than 9% to elect to use the Community Bank Leverage Ratio (“CBLR”) framework. A community banking organization electing
to use the CBLR framework would have a simplified capital regime and would be considered well capitalized as long as it had a
leverage ratio of greater than 9%. We have not elected to use the CBLR framework and it is uncertain if we will elect to use the
CBLR framework in the future.
Furthermore, the U.S. federal banking agencies have finalized rules that would permit bank holding companies and banks to
phase-in, for regulatory capital purposes, the day-one impact of the new current expected credit loss accounting rule in retained
earnings over a period of three years commencing with time of adoption of the new standard. For further discussion of the new
current expected credit loss accounting rule, see Note 1 to the consolidated financial statements and also see “Our allowance for
loan losses may prove to be insufficient to absorb losses inherent in our loan portfolio, and we may be required to further increase
our provision for loan losses” in Item 1A. Risk Factors.
Prompt Corrective Action Regulations. Under the prompt corrective action regulations, the OCC is required and authorized to
take supervisory actions against undercapitalized banks. For this purpose, a bank is placed in one of the following five categories
based on its capital: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically
undercapitalized. Under the prompt corrective action regulations, as currently in effect, to be well capitalized, a bank must have
a leverage capital ratio of at least 5%, a common equity Tier 1 capital ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at
least 8%, and a total risk-based capital ratio of at least 10%, and must not be subject to any order or written agreement or directive
by a federal banking agency to meet and maintain a specific capital level for any capital measure.
Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other
discretionary actions with respect to banks in the three undercapitalized categories that, if undertaken, could have a material
adverse effect on the bank's operations or financial condition. The severity of the action depends upon the capital category in
which the bank is placed. Generally, subject to a narrow exception, banking regulators must appoint a receiver or conservator for
a bank that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for
each category. A bank that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is
required to submit an acceptable capital restoration plan to its appropriate federal banking agency. An undercapitalized bank also
is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in
any new line of business, except under an accepted capital restoration plan or with OCC approval. The regulations also establish
procedures for downgrading a bank to a lower capital category based on supervisory factors other than capital. Additionally, only
a well-capitalized depository bank may accept brokered deposits without prior regulatory approval.
Furthermore, a bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan,
subject to various limitations. The controlling holding company’s obligation to fund a capital restoration plan is limited to the
lesser of 5% of an undercapitalized subsidiary’s assets at the time it became undercapitalized or the amount required to meet
regulatory capital requirements.
The capital classification of a bank affects the frequency of regulatory examinations, the bank’s ability to engage in certain
activities, and the deposit insurance premiums paid by the bank. As of December 31, 2021, the Bank met the requirements to be
categorized as well capitalized under the prompt corrective action framework as currently in effect.
Acquisitions by Bank Holding Companies
Federal laws, including the Bank Holding Company Act and the Change in Bank Control Act, impose additional prior notice or
approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect “control” of
an FDIC-insured depository institution or bank holding company. We must obtain the prior approval of the Federal Reserve
before (1) acquiring more than 5% of the voting stock of any bank or other bank holding company, (2) acquiring all or
substantially all of the assets of any bank or bank holding company, or (3) merging or consolidating with any other bank holding
company. The Federal Reserve may determine not to approve any of these transactions if it would result in or tend to create a
monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of
the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community
to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the
bank holding companies and banks concerned, the convenience and needs of the community to be served, and the record of a
bank holding company and its subsidiary bank(s) in combating money laundering activities. In addition, a failure to implement
and maintain adequate compliance programs could cause the Federal Reserve or other banking regulators not to approve an
acquisition when regulatory approval is required or to prohibit an acquisition even if approval is not required.
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If the Bank seeks to acquire another depository institution or branches of another depository institution, it is required to obtain
the prior approval of the OCC. In reviewing the application, the OCC will consider, among other things, the Bank’s capital level,
its financial and managerial resources and future prospects, the impact of the transaction on the Bank’s safety and soundness, the
impact of the transaction on competition in the relevant geographic market, its record in combating money laundering activities,
the impact on the convenience and needs of the communities served, and the Bank’s record of Community Reinvestment Act
performance.
Scope of Permissible Bank Holding Company Activities
In general, the Bank Holding Company Act limits the activities permissible for bank holding companies to the business of
banking, managing or controlling banks, and such other activities as the Federal Reserve has determined to be so closely related
to banking as to be properly incident thereto.
A bank holding company may elect to be treated as a financial holding company and receive expanded powers if it and its
depository institution subsidiaries are “well capitalized” and “well managed,” and its subsidiary banks controlled by it have at
least a “satisfactory” Community Reinvestment Act rating. We have elected for the Company to be treated as a financial holding
company. As a financial holding company, we may engage in a range of activities that are (1) financial in nature or incidental to
such financial activity or (2) complementary to a financial activity and which do not pose a substantial risk to the safety and
soundness of a depository institution or to the financial system generally. These activities include securities dealing, underwriting
and market making, insurance underwriting and agency activities, merchant banking and insurance company portfolio
investments. Expanded financial activities of financial holding companies generally will be regulated according to the type of
such financial activity: banking activities by banking regulators; securities activities by securities regulators; and insurance
activities by insurance regulators.
The Bank Holding Company Act does not place territorial limitations on permissible non-banking activities of bank holding
companies. The Federal Reserve has the power to order any bank holding company or its subsidiaries to terminate any activity
or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to believe that
continuation of such activity or such ownership or control constitutes a serious risk to the financial soundness, safety or stability
of any bank subsidiary of the bank holding company.
Source of Strength Doctrine for Bank Holding Companies
Under longstanding Federal Reserve policy which has been codified by the Dodd-Frank Act, we are expected to act as a source
of financial strength to, and to commit resources to support, the Bank. This support may be required at times when we may not
be inclined to provide it. In addition, any capital loans that we make to the Bank are subordinate in right of payment to deposits
and to certain other indebtedness of the Bank. In the event of our bankruptcy, any commitment by us to a federal bank regulatory
agency to maintain the capital of the Bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.
Dividends
As a bank holding company, we are subject to certain restrictions on dividends under applicable banking laws and regulations.
The Federal Reserve has issued a policy statement that provides that a bank holding company should not pay dividends unless:
(1) its net income over the last four quarters (net of dividends paid) has been sufficient to fully fund the dividends; (2) the
prospective rate of earnings retention appears to be consistent with the capital needs, asset quality and overall financial condition
of the bank holding company and its subsidiaries; and (3) the bank holding company will continue to meet minimum required
capital adequacy ratios. Accordingly, a bank holding company should not pay cash dividends that exceed its net income or that
can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing. The Dodd-Frank
Act imposes, and Basel III effected, additional restrictions on the ability of banking institutions to pay dividends. In addition, in
the current financial and economic environment, the Federal Reserve Board has indicated that bank holding companies should
carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset
quality and capital are very strong.
The Bank is also subject to certain restrictions on dividends under federal laws, regulations and policies. In general, under OCC
regulations, the Bank may pay dividends to us without the approval of the OCC only so long as the amount of the dividend does
not exceed the Bank’s net income earned during the current year (net of dividends paid) combined with its retained net income
(net of dividends paid) of the immediately preceding two years. The Bank must obtain the approval of the OCC for any amount
in excess of this threshold. Further, a national bank may not pay a dividend in excess of its undivided profits. In addition, under
federal law, the Bank may not pay any dividend to us if it is undercapitalized or the payment of the dividend would cause it to
become undercapitalized. The OCC may further restrict the payment of dividends by requiring the Bank to maintain a higher
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level of capital than would otherwise be required to be adequately capitalized for regulatory purposes. Moreover, if, in the opinion
of the OCC, the Bank is engaged in an unsound practice (which could include the payment of dividends even within the legal
requirements noted above), the OCC may require the Bank to cease such practice. The OCC has indicated that paying dividends
that deplete a depository institution’s capital base to an inadequate level would be an unsafe banking practice.
Restrictions on Transactions with Affiliates and Loans to Insiders
Federal law strictly limits the ability of banks to engage in transactions with their affiliates, including their parent bank holding
companies. Sections 23A and 23B of the Federal Reserve Act, and Federal Reserve Regulation W, impose quantitative limits,
qualitative standards, and collateral requirements on certain transactions by a bank with, or for the benefit of, its affiliates, and
generally require those transactions to be on terms at least as favorable to the bank as transactions with non-affiliates and to be
consistent with safe and sound practices. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations
on affiliate transactions within a banking organization, including an expansion of the types of transactions that are covered
transactions to include credit exposures related to derivatives, repurchase agreements and securities lending arrangements and an
increase in the amount of time for which collateral requirements regarding covered transactions must be satisfied.
Federal law also limits a bank’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to
entities controlled by such persons. Among other things, extensions of credit to insiders are required to be made on terms that
are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for
comparable transactions with unaffiliated persons. Also, the terms of such extensions of credit may not involve more than the
normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit
extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank’s capital.
Incentive Compensation Guidance
The federal banking agencies have issued comprehensive guidance on incentive compensation policies. This guidance is designed
to ensure that a financial institution’s incentive compensation structure does not encourage imprudent risk taking, which may
undermine the safety and soundness of the institution. The guidance, which applies to all employees that have the ability to
materially affect an institution’s risk profile, either individually or as part of a group, is based upon three primary principles: (1)
balanced risk taking incentives; (2) compatibility with effective controls and risk management; and (3) strong corporate
governance.
An institution’s supervisory ratings will incorporate any identified deficiencies in an institution’s compensation practices, and it
may be subject to an enforcement action if the incentive compensation arrangements pose a risk to the safety and soundness of
the institution. Further, regulations may limit discretionary bonus payments to bank executives if the institution’s regulatory
capital ratios fail to exceed certain thresholds.
Deposit Insurance Assessments
FDIC insured banks are required to pay deposit insurance assessments to the FDIC. The amount of the assessment is based on
the size of the bank’s assessment base, which is equal to its average consolidated total assets less its average tangible equity, and
its risk classification under an FDIC risk-based assessment system. Institutions assigned to higher risk classifications (that is,
institutions that pose a higher risk of loss to the Deposit Insurance Fund) pay assessments at higher rates than institutions that
pose a lower risk. An institution’s risk classification is assigned based on certain financial data and the level of supervisory
concern that the institution poses to the regulators. In addition, the FDIC can impose special assessments in certain instances. As
noted above, the Dodd-Frank Act changed the way that deposit insurance premiums are calculated. Action by the FDIC to
replenish the Deposit Insurance Fund when needed could result in higher assessment rates, which could reduce our profitability
or otherwise negatively impact our operations.
Branching and Interstate Banking
Under federal law, the Bank is permitted to establish additional branch offices within Louisiana, subject to the approval of the
OCC. As a result of the Dodd-Frank Act, the Bank may also establish additional branch offices outside of Louisiana, subject to
prior regulatory approval, so long as the laws of the state where the branch is to be located would permit a state bank chartered
in that state to establish a branch. The Bank may also establish offices in other states by merging with banks or by purchasing
branches of other banks in other states, subject to certain restrictions.
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Community Reinvestment Act
The Bank is required under the Community Reinvestment Act, or CRA, and related OCC regulations to help meet the credit
needs of its communities, including low and moderate-income borrowers. In connection with its examination of the Bank, the
OCC assesses our record of compliance with the CRA. The Bank’s failure to comply with the provisions of the CRA could, at a
minimum, result in denial of certain corporate applications, such as branches or mergers, or in restrictions on its or the Company’s
activities. The Bank received a “Satisfactory” CRA rating on its most recent CRA Performance Evaluation. The CRA requires
all FDIC-insured institutions to publicly disclose their rating.
Concentrated Commercial Real Estate Lending Regulations
The federal bank regulatory agencies have promulgated guidance governing financial institutions with concentrations in
commercial real estate lending. The guidance provides that a bank has a concentration in commercial real estate lending if (i) total
reported loans for construction, land development, and other land represent 100% or more of total capital or (ii) total reported
loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land
represent 300% or more of total capital and the bank’s commercial real estate loan portfolio has increased 50% or more during
the prior 36 months. Owner occupied loans are excluded from this second category. If a concentration is present, management
must employ heightened risk management practices that address, among other things, board and management oversight and
strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through
market analysis and stress testing, and maintenance of increased capital levels as needed to support the level of commercial real
estate lending. At December 31, 2021, the Company did not have a concentration in commercial real estate as defined by the
regulatory guidance.
Financial Privacy and Cybersecurity Requirements
Federal law and regulations limit a financial institution’s ability to share consumer financial information with unaffiliated third
parties. Specifically, these provisions require all financial institutions offering financial products or services to retail customers
to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out”
of the sharing of personal financial information with unaffiliated third parties. The sharing of information for marketing purposes
is also subject to limitations. The Bank currently has a privacy protection policy in place.
Federal law and regulations also establish certain information security guidelines that require each financial institution, under the
supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to develop, implement, and
maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer
information, to protect against anticipated threats or hazards to the security or integrity of such information, and to protect against
unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.
Federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management. A
financial institution is expected to implement multiple lines of defense against cyberattacks. Financial institutions are also
expected to implement procedures designed to address the risks posed by potential cyber threats, and to allow the institution to
respond and recover effectively after a cyberattack. The Company has adopted procedures designed to comply with the regulatory
cybersecurity guidance.
Consumer Laws and Regulations
The Bank is subject to numerous laws and regulations intended to protect consumers in transactions with the Bank, including,
among others, laws regarding unfair, deceptive and abusive acts and practices, usury laws, and other federal consumer protection
statutes. These federal laws include the Equal Credit Opportunity Act (the “ECOA”), the Electronic Fund Transfer Act, the Fair
Credit Reporting Act, the Fair Debt Collection Practices Act, the Real Estate Settlement Procedures Act of 1974, the S.A.F.E.
Mortgage Licensing Act of 2008, the Truth in Lending Act and the Truth in Savings Act, among others. Many states and local
jurisdictions have consumer protection laws analogous, and in addition, to those enacted under federal law. These laws and
regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with
customers when taking deposits, making loans and conducting other types of transactions. Failure to comply with these laws and
regulations could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general and civil
or criminal liability.
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In addition, the Dodd-Frank Act created the Consumer Financial Protection Bureau that has broad authority to regulate and
supervise retail financial services activities of banks and various non-bank providers. The Bureau has authority to promulgate
regulations, issue orders, guidance and policy statements, conduct examinations and bring enforcement actions with regard to
consumer financial products and services. In general, however, banks with assets of $10 billion or less, such as the Bank, will
continue to be examined for consumer compliance by their primary federal bank regulator.
Mortgage Lending Rules
The Dodd-Frank Act authorized the Consumer Financial Protection Bureau to establish certain minimum standards for the
origination of residential mortgages, including a determination of the borrower’s ability to repay. Under the Dodd-Frank Act,
financial institutions may not make a residential mortgage loan unless they make a “reasonable and good faith determination”
that the consumer has a “reasonable ability” to repay the loan. The Dodd-Frank Act allows borrowers to raise certain defenses to
foreclosure but provides a full or partial safe harbor from such defenses for loans that are “qualified mortgages.” The Bureau’s
rules, among other things, specify the types of income and assets that may be considered in the ability-to-repay determination,
the permissible sources for verification, and the required methods of calculating the loan’s monthly payments. The rules extend
the requirement that creditors verify and document a borrower’s income and assets to include all information that creditors rely
on in determining repayment ability. The rules also provide further examples of third-party documents that may be relied on for
such verification, such as government records and check cashing or funds transfer service receipts. The rules also define
“qualified mortgages,” imposing both underwriting standards and limits on the terms of their loans. Points and fees are subject
to a relatively stringent cap, and the terms include a wide array of payments that may be made in the course of closing a loan.
Certain loans, including interest-only loans and negative amortization loans, cannot be qualified mortgages.
Anti-Money Laundering and OFAC
Under federal law, financial institutions must maintain anti-money laundering programs that include: established internal
policies, procedures and controls; a designated compliance officer; an ongoing employee training program; and testing of the
program by an independent audit function. Financial institutions are also prohibited from entering into specified financial
transactions and account relationships and must meet enhanced standards for due diligence and customer identification in their
dealings with foreign financial institutions and foreign customers. Financial institutions must take reasonable steps to conduct
enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and law
enforcement authorities have been granted increased access to financial information maintained by financial institutions.
The Office of Foreign Assets Control, or OFAC, is responsible for helping to ensure that U.S. entities do not engage in
transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes lists
of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals
and Blocked Persons. Generally, if the Bank identifies a transaction, account or wire transfer relating to a person or entity on an
OFAC list, it must freeze the account or block the transaction, file a suspicious activity report and notify the appropriate
authorities.
Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution’s
compliance in connection with the regulatory review of applications, including applications for banking mergers and acquisitions.
Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist
financing and comply with OFAC sanctions, or to comply with relevant laws and regulations, could have serious legal,
reputational and financial consequences for the institution.
Safety and Soundness Standards
Federal bank regulatory agencies have adopted guidelines that establish general standards relating to internal controls and
information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and
compensation, fees and benefits. Additionally, the agencies have adopted regulations that provide the authority to order an
institution that has been given notice by an agency that it is not satisfying any of these safety and soundness standards to submit
a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material
respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency
and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt
corrective action” provisions of the Federal Deposit Insurance Act. If an institution fails to comply with such an order, the agency
may seek to enforce such order in judicial proceedings and to impose civil money penalties.
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Bank holding companies are also not permitted to engage in unsound banking practices. For example, the Federal Reserve’s
Regulation Y requires a holding company to give the Federal Reserve prior notice of any redemption or repurchase of its own
equity securities, if the consideration to be paid, together with the consideration paid for any repurchases in the preceding year,
is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve may oppose the transaction if it believes
that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. As another example,
a holding company could not impair its subsidiary bank’s soundness by causing it to make funds available to non-banking
subsidiaries or their customers if the Federal Reserve believed it not prudent to do so. The Federal Reserve has broad authority
to prohibit activities of bank holding companies and their nonbanking subsidiaries that represent unsafe and unsound banking
practices or that constitute violations of laws or regulations.
Effect of Governmental Monetary Policies
The commercial banking business is affected not only by general economic conditions but also by U.S. fiscal policy and the
monetary policies of the Federal Reserve. Some of the instruments of monetary policy available to the Federal Reserve include
changes in the discount rate on member bank borrowings, the fluctuating availability of borrowings at the “discount window,”
open market operations, the imposition of and changes in reserve requirements against member banks’ deposits and assets of
foreign branches, and the imposition of and changes in reserve requirements against certain borrowings by banks and their
affiliates. These policies influence to a significant extent the overall growth of bank loans, investments, and deposits and the
interest rates charged on loans or paid on deposits. We cannot predict the nature of future fiscal and monetary policies and the
effect of these policies on our future business and earnings.
Future Legislation and Regulatory Reform
New laws, regulations and policies are regularly proposed that contain wide-ranging proposals for altering the structures,
regulations and competitive relationships of financial institutions operating in the United States. In addition, existing laws,
regulations and policies are continually subject to modification or changes in interpretation. We cannot predict whether or in
what form any law, regulation or policy will be adopted or modified or the extent to which our operations and activities, financial
condition, results of operations, growth plans or future prospects may be affected by its adoption or modification.
The cumulative effect of these laws and regulations adds significantly to the cost of our operations and thus has a negative impact
on profitability. There has also been a tremendous expansion in recent years of financial service providers that are not subject to
the same level of regulation, examination and oversight as we are. Those providers, because they are not so highly regulated,
may have a competitive advantage over us and may continue to draw large amounts of funds away from traditional banking
institutions, with a continuing adverse effect on the banking industry in general.
Human Capital Resources
Our business is built on relationships with our customers, our community, and most of all, our employees. We are committed to
providing quality service and products to the consumers and businesses within the markets we serve. We strive to create superior
shareholder value by attracting and retaining exceptional employees who are highly motivated and well trained.
Our compensation strategy provides a total rewards structure that reflects position responsibilities, is competitive with the
external market, and is capable of attracting, retaining, and motivating our employees. We provide a comprehensive benefits
package for eligible employees which includes group health (medical, dental, and vision) insurance including health savings
account and health reimbursement arrangement options, paid time off, short and long term disability insurance, life insurance
and a 401(k) plan in which we provide a matching contribution. We also offer eligible employees participation in our Employee
Stock Ownership Plan (ESOP) as well as our Long Term Incentive plan (LTI) in order to better align employee and shareholder
interests.
We provide employees with robust training programs that promote employee development and effectiveness by providing high-
quality curriculums designed to meet individual, departmental and Bank-wide objectives. This includes mentorships, 1-on-1 job
shadowing, classroom training, and computer-based training.
We believe employing a diverse and inclusive workforce strengthens our ability to serve our customers and our communities,
which is a key component of our success. To that end, we are a proud equal opportunity employer committed to attracting,
retaining and promoting employees regardless of sex, sexual orientation, gender identity, race, color, national origin, age, religion
and physical ability. We do not tolerate illegal discrimination or harassment and encourage employees to immediately report any
violations to management and human resources.
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As of December 31, 2021, we had 339 full-time and 4 part-time employees. None of our employees are represented by any
collective bargaining unit or are parties to a collective bargaining agreement. We believe that our relations with our employees
are good.
Dependence upon a Single Customer
No material portion of our loans has been made to, nor have our deposits been obtained from, a single or small group of customers;
the loss of any single customer or small group of customers would not have a materially adverse effect on our business. A
discussion of concentrations of credit in our loan portfolio is set forth under the heading “Discussion and Analysis of Financial
Condition – Loan Concentrations” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Available Information
Our filings with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and all amendments thereto, are available on our website as soon as reasonably
practicable after the reports are filed with or furnished to the SEC. Copies can be obtained free of charge in the “Investor
Relations” section of our website at www.investarbank.com. Our SEC filings are also available through the SEC’s website
www.sec.gov. Copies of these filings are also available by writing to us at the following address:
Investar Holding Corporation
P.O. Box 84207
Baton Rouge, Louisiana 70884-4207
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Item 1A. Risk Factors
Our business is subject to risk. In addition to the other information contained in this Annual Report on Form 10-K, including
management’s discussion and analysis of financial condition and results of operations and our financial statements and the notes
thereto, investors should consider the following risks when evaluating whether to invest in our common stock. If any of the
following risks occur, whether alone or in combination, our business, financial condition, results of operations, cash flows and
growth prospects could be materially and adversely affected. Additional risks that we do not presently know of or currently deem
immaterial may also adversely affect our business, financial condition, results of operations, cash flows and growth prospects.
Risks Related to the COVID-19 Pandemic
The COVID-19 pandemic may continue to adversely impact our business and financial results.
The COVID-19 pandemic has created a worldwide public health crisis. The pandemic, and government and voluntary actions
taken to reduce the spread of the virus, have significantly increased economic uncertainty and reduced economic activity.
Beginning in the first quarter of 2020, authorities implemented numerous measures to try to contain the virus. Government-
mandated travel restrictions, closures of schools and businesses, occupancy restrictions, and stay-at-home orders, including in
our market areas, significantly disrupted economic activities. These disruptions also caused steep increases in unemployment
and decreases in consumer and business spending. Certain industries have been particularly hard-hit, including the oil and gas
industry, the travel and hospitality industry, the restaurant industry and the retail industry. Although jurisdictions in which we
operate have mostly lifted restrictions, worker shortages, supply chain disruptions, inflation, emergences of viral variants and
uneven vaccination rates have impacted the ability of businesses to return to pre-pandemic levels of activity and employment.
The pandemic and related economic consequences have adversely impacted and may further adversely impact our workforce,
operations, and financial results. The operations of our borrowers, other customers, and suppliers have also been affected. We
may experience future financial losses due to a number of factors, including but not limited to:
•
the risk that financial stress on our borrowers will lead to loan defaults at a rate that is higher than we anticipate;
• a further decline in business activity causing decreased demand for our loans and other banking services, which may
reduce related income and fees;
•
further increases in our allowance for loan losses to reflect greater risks of losses;
• decreases in income resulting from deferrals of loan payments, increases in loan modifications, and waivers or
reductions in ATM, overdraft, interchange and other fees;
•
reductions in collateral values from their values when the loans were made;
• potential impairment of goodwill;
•
•
•
•
•
•
the risk that the SBA will not guarantee the PPP loans we originated if it determines that there is a deficiency in the
manner in which any PPP loan was originated, funded, or serviced by us;
increased instability in our deposit base;
the risk that economic conditions may disrupt our ability to complete acquisitions;
increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online
and remote activity;
third party disruptions, including outages at network providers and other suppliers; and
lack of availability of employees due to illness.
These factors may remain prevalent for a significant period of time and may have a material adverse effect on our business,
results of operations and financial condition, even after the COVID-19 outbreak has subsided.
The extent to which the COVID-19 pandemic will impact our business, results of operations and financial condition in the future
is difficult to predict, particularly due to the unprecedented nature of the pandemic, and depends upon, among other things, the
duration and spread of the outbreak, its severity, actions to contain the virus or treat its impact, the availability, acceptance and
effectiveness of vaccines, the impact of variants of the virus, and how quickly and to what extent normal economic and operating
conditions can resume.
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Risks Related to our Business
As a business operating in the financial services industry, our business and operations may be adversely affected by prevailing
economic conditions and geopolitical matters.
Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of
outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services
we offer, is highly dependent upon the business environment in the primary markets where we operate and in the U.S. as a whole.
Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or
investor or business confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation
or interest rates, high unemployment, natural disasters, pandemics (such as the COVID-19 pandemic) or fear of pandemics, or a
combination of these or other factors. Additionally, declines in real estate value and sales volumes and high unemployment levels
may result in higher than expected loan delinquencies and a decline in demand for our products and services. These negative
events may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.
In addition, geopolitical matters, including international political unrest, disruptions in international trade patterns, and slow
growth in sectors of the global economy, as well as acts of terrorism, war and other violence could result, and in the case of the
war in Ukraine, has resulted, in disruptions or volatility in the financial markets, which could reduce the value of our assets or
reduce liquidity. These negative events could have a material adverse effect on our results of operations and financial condition,
including our liquidity position, and may affect our ability to access capital.
Our business strategy includes the continuation of our multi-state growth plans, and our financial condition and results of
operations could be negatively affected if we fail to grow or fail to manage our growth effectively.
We have grown our business primarily through de novo branching and through the acquisition of other financial institutions.
Since our bank was founded in June 2006, through December 31, 2021, we have opened 14 de novo branches, completed seven
whole bank acquisitions, and acquired two branch locations. We have also expanded our operations outside our historical south
Louisiana base and into Texas and Alabama, progressing towards our goal to build a premier regional community bank. We
intend to continue pursuing a multi-state growth strategy for our business primarily through attractive acquisition opportunities
as well as continue to pursue organic growth throughout our franchise. Our growth prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies when expanding their franchise, including the following:
• De Novo Branching; Branch Acquisitions. There are considerable costs involved in opening branches, and new
branches generally do not generate sufficient revenues to offset their costs until they have been in operation for at least
a year or more. Accordingly, our de novo branches can be expected to negatively impact our earnings for some period
of time until the branches reach certain economies of scale. Our expenses could be further increased if we encounter
delays in opening any of our de novo branches. We may be unable to accomplish future de novo branch expansion
plans due to a lack of available satisfactory sites, difficulties in acquiring such sites, increased expenses or loss of
potential sites due to complexities associated with zoning and permitting processes, or other factors. We may also be
unable to identify and acquire suitable operating branches. Finally, we have no assurance our de novo branches or
branches that we may acquire will maintain or achieve deposit levels, loan balances or other operating results necessary
to avoid losses or produce profits. Our growth and de novo branching strategy necessarily entails growth in overhead
expenses as we routinely add new offices and staff. During the last three fiscal years, we have opened four de novo
branches. We do not expect to open de novo branches in 2022.
• Expansion into New Markets. Prior to our acquisition of Mainland in the first quarter of 2019, we operated exclusively
in Louisiana. With our acquisition of Mainland, we entered Texas, and we subsequently entered Alabama with our
acquisition of Bank of York in November 2019. The financial services industry in these areas is highly competitive,
and the challenges of operating in new markets and multiple states may be greater than we anticipate.
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• Acquisition and Integration Risks. An acquisition strategy involves substantial risks and uncertainties including:
◦
the time and costs of evaluating potential acquisition candidates and new markets, negotiating transactions, and
related diversion of management’s attention from day-to-day operations;
◦ our ability to continue to finance acquisitions and possible dilution to our existing shareholders;
◦ potential for acquisition agreements, once signed, not to be completed due to inability to obtain required regulatory
approvals, third-party litigation, lack of shareholder approval if required, failure of other conditions to closing,
agreement of the parties, or other reasons;
◦ unanticipated difficulties in integrating acquired businesses, including potential losses of customers and employees,
higher than expected integration costs, and inability to maintain and increase market share at new locations; and
◦ potential differences between management’s expectations regarding how an acquired business will perform and
actual results once acquired, which may result in lower than expected revenues, inability to achieve expected cost
savings and synergies, higher than expected liabilities and costs, impairments of goodwill, and losses.
• Organic Growth Risks. As we continue to pursue organic growth at our existing and new or acquired locations, we
may be unable to successfully maintain loan quality, obtain deposits at attractive rates, attract and retain personnel to
implement and oversee such growth, or maintain an efficient overhead cost structure. We may also introduce new
products and services that do not produce projected profits and may result in losses.
Failure to successfully address these issues relating to our growth strategy could have a material adverse effect on our financial
condition and results of operations. Also, if our growth occurs more slowly than anticipated or declines, our operating results
could be materially adversely affected.
Our business is concentrated in southern Louisiana, southeast Texas, and Alabama, and an economic downturn affecting
these areas may magnify the adverse effects and consequences to us.
We currently conduct our operations primarily in southern Louisiana, and more specifically, in the Baton Rouge, New Orleans,
Lafayette and Lake Charles metropolitan areas, in the greater Houston, Texas area, and in Alabama. As of December 31, 2021,
our primary markets were south Louisiana (approximately 77% of our total deposits of $2.1 billion), southeast Texas
(approximately 9% of our total deposits) and Alabama (approximately 14% of our total deposits). At December 31, 2021,
approximately 68%, 5%, and 6% of the secured loans in our total loan portfolio were secured by properties and other collateral
located in Louisiana, Texas and Alabama, respectively.
This geographic concentration imposes a greater risk to us than to our competitors in the area who maintain significant operations
outside of our selected markets. Accordingly, any regional or local economic downturn, or natural or man-made disaster, that
affects southern Louisiana, southeast Texas, Alabama, or existing or prospective property or borrowers in such areas may affect
us and our profitability more significantly and more adversely than our more geographically diversified competitors.
Much of our business development and marketing strategy is directed toward fulfilling the banking and financial services needs
of small to medium-sized businesses. Such businesses generally have fewer financial resources in terms of capital or borrowing
capacity than larger entities. If economic conditions negatively impact our selected markets and these businesses are adversely
affected, our financial condition and results of operations may be negatively affected.
Adverse economic factors affecting particular industries could have a negative effect on our customers and their ability to
make payments to us.
Certain industry-specific economic factors may also adversely affect us. For example, the energy sector, which is historically
cyclical, has experienced significant volatility in oil and gas prices. While we consider our direct exposure to the energy sector
not to be significant, comprising approximately 2.1% of total loans, excluding PPP loans, at December 31, 2021, continued oil
price volatility could have further negative impacts on general economic conditions, particularly in our south Louisiana and
southeast Texas markets, which could have a material adverse effect on our business, financial condition, and results of
operations.
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We have a significant number of loans secured by real estate, and a downturn in the real estate market could result in losses
and negatively impact our profitability.
At December 31, 2021, approximately 82% of our total loan portfolio had real estate as a primary or secondary component of
the collateral securing the loan. The real estate provides an alternate source of repayment in the event of a default by the borrower,
but its value may deteriorate during the time the credit is extended. Declines in real estate values in our markets could significantly
impair the value of the particular collateral securing our loans and our ability to sell the collateral upon foreclosure for an amount
necessary to satisfy the borrower’s obligations to us. Furthermore, in a declining real estate market, we often will need to further
increase our allowance for loan losses to address the deterioration in the value of the real estate securing our loans. Any of the
foregoing could have a material adverse effect on our business, financial condition, results of operations, cash flows and growth
prospects.
Commercial real estate loans may expose us to greater risks than our other real estate loans.
Our loan portfolio includes commercial real estate loans, which are secured by owner-occupied and nonowner-occupied
commercial properties. As of December 31, 2021, our owner-occupied commercial real estate loans totaled $460.2 million, or
24.6% of our total loan portfolio and our nonowner-occupied commercial real estate loans totaled $436.2 million, or 23.3% of
our total loan portfolio.
Commercial real estate loans typically depend on cash flows from the property to service the debt. Cash flows, either in the form
of rental income or the proceeds from sales of commercial real estate, may be affected significantly by general economic
conditions. Weak economic conditions may impair the borrower’s business operations and typically slow the execution of new
leases. Such economic conditions may also lead to existing lease turnover. As a result of these factors, vacancy rates for retail,
office and industrial space may increase. High vacancy rates could also result in rents falling. The combination of these factors
could result in deterioration in the fundamentals underlying the commercial real estate market and the deterioration in value of
some of our loans. These loans expose a lender to greater credit risk than loans secured by residential real estate because the
collateral securing these loans typically cannot be liquidated as easily as residential real estate. If we foreclose on these loans,
our holding period for the collateral typically is longer than for a 1-4 family residential property because there are fewer potential
purchasers of the collateral. Additionally, nonowner-occupied commercial real estate loans generally involve relatively large
balances to single borrowers or related groups of borrowers. Accordingly, charge-offs on nonowner-occupied commercial real
estate loans may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios. Unexpected
deterioration in the credit quality of our commercial real estate loan portfolio would require us to increase our provision for loan
losses, which would reduce our profitability and could materially adversely affect our business, financial condition, results of
operations, cash flows and growth prospects.
Commercial and industrial loans may expose us to greater risk than other loans.
Commercial and industrial loans primarily consist of working capital lines of credit and equipment loans, typically secured by
accounts receivable or inventory, or the relevant equipment. Repayment of these loans generally comes from the generation of
cash flow as the result of the borrower’s business operations. Commercial lending generally involves different risks from those
associated with commercial real estate lending or construction lending. Although commercial loans may be collateralized by
business assets (including real estate, if available as collateral), the repayment of these types of loans depends primarily on the
creditworthiness and projected cash flow of the borrower (and any guarantors). Thus, the general business conditions of the local
economy and the borrower’s ability to sell its products and services, thereby generating sufficient operating revenue to repay us
under the agreed upon terms and conditions, are the chief considerations when assessing the risk of a commercial and industrial
loan. The liquidation of collateral, if any, is considered a secondary source of repayment because equipment and other business
assets may, among other things, be obsolete or of limited resale value.
Changes in interest rates could have an adverse effect on our profitability.
The majority of our assets and liabilities are monetary in nature and, as a result, we are subject to significant risk from changes
in interest rates. Changes in interest rates may affect our net interest income as well as the valuation of our assets and liabilities.
We cannot predict with certainty changes in interest rates, which are affected by many factors beyond our control, including
inflation, recession, unemployment, money supply, competition for loans and deposits, domestic and international events,
changes in the United States and other financial markets, and the policies of the Federal Reserve. Inflation reached a near 40-
year high in late 2021, driven in large part by the ongoing COVID-19 pandemic. In response, the Federal Reserve is expected
to interest rates one or more times in 2022, which would likely result in an increase in market interest rates. Our earnings depend
significantly on our net interest income, which is the difference between interest income on interest-earning assets, such as loans
and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. We expect to periodically
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experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities
will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market
interest rates move contrary to our position, this “gap” may work against us, and our earnings may be adversely affected. When
interest-bearing liabilities mature or reprice more quickly, or to a greater degree than interest-earning assets in a period, an
increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly,
or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income.
Additionally, an increase in the general level of interest rates may also, among other things, adversely affect our current
borrowers’ ability to repay variable rate loans, the demand for and our ability to originate loans, negatively affect the value of
our investment securities portfolio, and decrease loan prepayment rates, or could increase the cost of the Company’s deposits
and borrowings. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also
necessitate further increases to the allowance for loan losses. At the same time, the marketability of the property securing a loan
may be adversely affected by any reduced demand resulting from higher interest rates. Further, when we place a loan on
nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income, but we continue to
have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding
expense. Thus, an increase in the amount of nonperforming assets would have an adverse impact on net interest income.
Conversely, a decrease in the general level of interest rates may lead to, among other things, prepayments on our loan and
mortgage-backed securities portfolios as borrowers refinance their loans at lower rates, lower rates on new loans, lower rates on
existing variable rate loans, and lower yields on investment securities, which could result in decreased yields on earning assets.
Volatility in interest rates may increase competition for deposits and raise the cost of deposits.
Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in
the general level of market interest rates, we may not be able to accurately predict the likelihood, nature and magnitude of those
changes or how and to what extent they may affect our business. We also may not be able to adequately prepare for or compensate
for the consequences of such changes. Any failure to predict and prepare for changes in interest rates or adjust for the
consequences of these changes may adversely affect our earnings and capital levels. For additional information, see Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management – Interest Rate
Risk.
Our allowance for loan losses may prove to be insufficient to absorb losses inherent in our loan portfolio, and we may be
required to further increase our provision for loan losses.
Our business depends on our ability to successfully measure and manage credit risk. As a lender, we are exposed to the risk that
the principal of and interest on a loan will not be paid timely or at all and that the value of any collateral supporting a loan will
be insufficient to cover any exposure to loss on a loan. Management maintains an allowance for loan losses, which is a reserve
established through a provision for loan losses charged to expense, to absorb probable credit losses inherent in the entire loan
portfolio. We maintain our allowance for loan losses at a level considered adequate by management to absorb probable loan
losses, including collateral impairment, based on our analysis of our portfolio and market environment, using relevant
information available to us. Among other considerations in establishing the allowance for loan losses, management considers
economic conditions reflected within industry segments, the unemployment rate in our markets, loan segmentation and historical
losses that are inherent in the loan portfolio.
As of December 31, 2021, our allowance for loan losses as percentages of total loans and nonperforming loans was 1.11% and
70.59%, respectively. The determination of the appropriate level of the allowance is inherently subjective, involves a high degree
of judgment and complexity, and requires us to make significant estimates of current credit risks and future trends, all of which
are subject to material changes, particularly in light of the COVID-19 pandemic. In addition, loans acquired in connection with
business combination transactions are measured at fair value, based on management’s estimates related to expected prepayments
and the amount and timing of undiscounted expected principal, interest and other cash flows. Because fair value measurements
incorporate assumptions regarding credit risk, no allowance for loan losses related to the acquired loans is recorded on the
acquisition date.
Inaccurate management assumptions, including with respect to the fair value of acquired loans, continuing deterioration of
economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans
and other factors, both within and outside of our control, may require us to increase our allowance for loan losses. In addition,
bank regulatory agencies periodically review the allowance for loan losses and may require an increase in the provision for loan
losses or the recognition of further loan charge-offs, based on judgments different than those of management. Finally, if actual
charge-offs in future periods exceed the allowance for loan losses, we will need additional provisions to increase the allowance
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for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital and
may have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Commercial and industrial and commercial real estate loans generally are viewed as having more risk of default than residential
real estate loans or other loans or investments. These types of loans are also typically larger than residential real estate loans and
other consumer loans. Because the loan portfolio contains a significant number of commercial and industrial and commercial
real estate loans with relatively large balances, the deterioration of a material amount of these loans may cause a significant
increase in our allowance for loan losses, non-performing assets, TDRs and/or past due loans. An increase in our allowance for
loan losses, non-performing assets, TDRs, and/or past due loans could result in a loss of earnings, or an increase in loan charge-
offs, which would have an adverse impact on our results of operations and financial condition.
In addition, in June 2016, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard (ASU No.
2016-13), referred to as Current Expected Credit Loss (“CECL”) that requires that the measurement of all expected credit losses
for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable
forecasts, and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses,
as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, the new standard amends the
accounting for credit losses on purchased financial assets with credit deterioration. We are currently evaluating the potential
impact of this new accounting standard on our financial statements. The adoption of ASU 2016-13 is likely to result in an increase
in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current
known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected
to be incurred over the life of the portfolio. While we are currently unable to reasonably estimate the impact of adopting ASU
2016-13, we expect that the impact of adoption will be significantly influenced by the composition, characteristics and quality
of our loan portfolio, as well as the prevailing economic conditions and forecasts, as of the adoption date. ASU 2016-13 will
currently be effective for us, as a smaller reporting company, on January 1, 2023.
The FDIC, Federal Reserve and the OCC issued a final rule to allow a banking organization to elect to phase in the regulatory
capital impact over a three-year period commencing with time of adoption of the new standard. A failure to effectively measure
the impact of the new CECL standard may result in significant overstatement or understatement of our allowance for loan and
lease losses, and in the event of an understatement, may necessitate that we significantly increase our allowance for loan and
lease losses, which could adversely affect our net income.
Loss of our senior executive officers or other key employees and our inability to recruit or retain suitable replacements could
adversely affect our business, results of operations and growth prospects.
Our success depends significantly on the continued service and skills of our existing executive management team. The
implementation of our business and growth strategies also depends significantly on our ability to retain employees with
experience and business relationships within their respective market areas, as well as on our ability to attract, motivate and retain
highly qualified senior and middle management. Competition for employees is intense, particularly in light of the labor shortages
caused by the COVID-19 pandemic. We could have difficulty replacing key employees with personnel with the combination of
skills and attributes required to execute our business and growth strategies and who have ties to the communities within our
market areas. The loss of any of our key personnel could therefore have a material adverse effect on our business, financial
condition, results of operations and growth prospects.
We may be adversely impacted by the transition from LIBOR as a reference rate.
Our floating-rate funding, certain hedging transactions, and certain of the products we have offered, such as floating-rate loans,
determine their applicable interest rate or payment amount by reference to the U.S. dollar London Interbank Offered Rate
(“LIBOR”). Regulatory authorities responsible for the administration and publication of LIBOR have announced that the most
commonly used LIBOR settings will cease to be published or cease to be representative after June 30, 2023. All other LIBOR
settings ceased to be published as of December 31, 2021. Bank regulatory agencies have indicated that entering into new contracts
that use LIBOR as a reference rate after December 31, 2021 would create safety and soundness risks and encouraged banks to
cease entering into new contracts that use LIBOR as a reference rate as soon as practicable and in any event by December 31,
2021. The Bank discontinued originating LIBOR-based loans effective December 31, 2021 and will negotiate loans using our
preferred replacement index, the Secured Overnight Financing Rate (“SOFR”).
As of December 31, 2021, approximately $186.4 million of our outstanding loans, and, in addition, certain derivative contracts,
borrowings and other financial instruments, have attributes that are either directly or indirectly dependent on LIBOR. The
transition from LIBOR has resulted in and could continue to result in added costs and employee efforts, and could present
additional risk. We are subject to litigation and reputational risks if we are unable to renegotiate and amend existing contracts
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with counterparties that are dependent on LIBOR, including contracts that do not have fallback language. The timing and manner
in which each customer’s contract transitions to an alternative reference rate will vary on a case-by-case basis. There continues
to be substantial uncertainty as to the ultimate effects of the LIBOR transition, including with respect to the acceptance and use
of other benchmark rates. Since other benchmark rates are calculated differently, payments under contracts referencing new rates
will differ from those referencing LIBOR, which may lead to increased volatility as compared to LIBOR. The transition has
impacted our market risk profiles and required changes to our risk and pricing models, valuation tools, product design and
hedging strategies. Failure to adequately manage the transition could have a material adverse effect on our business, financial
condition and results of operations.
Hurricanes or other adverse weather conditions, as well as man-made disasters, could negatively affect our local markets or
disrupt our operations, which may adversely affect our business and results of operations.
Our business is concentrated in southern Louisiana, in southeast Texas, and in Alabama. Our selected markets are susceptible to
major hurricanes, floods, tropical storms, tornadoes and other natural disasters and adverse weather, the nature and severity of
which can be difficult to predict. These natural disasters can disrupt our operations, cause widespread property damage, and
severely depress the local economies in which we operate. For example, the historic flooding of Baton Rouge and surrounding
areas in August 2016 had significant impacts in several markets in which we conduct business. Hurricane Harvey caused
significant damage and flooding in Texas when it made landfall in August 2017. Hurricane Ida, which made landfall as a category
4 hurricane in Louisiana in August 2021, caused significant damage in the southern part of the state and also disrupted operations
for certain of our customers. We recognized a material impairment related to a lending relationship with a group of related
borrowers (the “Borrower”), collateralized by commercial real estate, inventory, and equipment. As a result of Hurricane Ida,
the Borrower’s business operations were disrupted, and due to this impact on the Borrower’s operations, certain of the collateral
supporting the loan relationship experienced a significant reduction in value. The severity and impact of future severe weather
events are difficult to predict and may be exacerbated by global climate change. The 2010 Deepwater Horizon oil spill in the
Gulf of Mexico illustrated that man-made disasters can also adversely affect economic activity in the markets in which we
operate. Any economic decline as a result of a natural disaster, adverse weather, oil spill or other man-made disaster can reduce
the demand for loans and our other products and services.
Such events could also affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans (resulting
in increased delinquencies, foreclosures and loan losses), impair the value of collateral securing such loans, cause significant
property damage, result in loss of revenue and/or cause us to incur additional expenses. The occurrence of any such event could,
therefore, result in decreased revenue and loan losses that have a material adverse effect on our business, financial condition,
results of operations and growth prospects.
Climate related events and legislative and societal responses regarding climate change present risks to our business.
Climate change may intensify severe weather events such as hurricanes and rainstorms that recur in our market areas, which may
adversely impact our locations and business and those of our customers and suppliers. In addition, there has been an increased
focus among businesses, consumers and investors regarding transitioning to renewable energy and a net zero economy. If we fail
to adequately anticipate and address these changing preferences, our business could be adversely impacted. We are also subject
to risks relating to potential new climate change-related legislation or regulations, which could increase our and our customers’
costs. The risks associated with these matters are continuing to evolve rapidly and the ultimate impact on our business is difficult
to predict with any certainty.
Our failure to effectively implement new technologies could adversely affect our operations and financial condition.
Our industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and
services. Our ability to compete successfully to some extent depends on whether we can implement new technologies to provide
products and services to our customers more efficiently while avoiding significant operational challenges that increase our costs
or delay full implementation, especially relative to our peers, many of which have greater resources to devote to technological
improvements.
We rely on information technology and telecommunications systems, many of which are provided by third-party vendors.
The successful and uninterrupted functioning of our information technology and telecommunications systems is critical to our
business. We outsource many of our major systems, such as data processing and deposit processing. If one of these third-party
service providers terminates their relationship with us or fails to provide services to us for any reason or provides such services
poorly, our business may be materially and adversely affected. In addition, we may be forced to replace such vendors, which
could interrupt our operations and result in a higher cost to us.
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Cyberattacks or other security breaches could adversely affect our operations, net income or reputation.
The financial services industry is particularly at risk for cybersecurity concerns because of the proliferation of new and emerging
technologies, and the use of the internet and telecommunications technologies to conduct financial transactions. Additionally,
increased use of internet and mobile banking products, such as our Lumen system, and applications and plans to use or develop
additional remote connectivity solutions increase our cybersecurity risks and exposure. Additionally, as part of our banking
business, we and certain of our third-party vendors collect, use and hold sensitive data concerning individuals and businesses
with whom we have a banking relationship. Threats to data security, including unauthorized access and cyberattacks, rapidly
emerge and change and are becoming increasingly sophisticated, exposing us to additional costs to secure our data in accordance
with customer expectations and statutory and regulatory requirements. We could also experience a breach by intentional or
negligent conduct on the part of our employees or other internal sources or by merchants using our customers’ debit and credit
cards, software bugs, other technical malfunctions, or other causes. As a result of any of these threats, our computer systems
and/or our customer accounts could become vulnerable to misappropriation of confidential information, account takeover
schemes, ransomware, or cyberfraud. A ransomware attack could potentially shut down our data processing system and prevent
us from accessing critical information. Our systems and those of our third-party vendors may become vulnerable to damage or
disruption due to circumstances beyond our or their control, such as from catastrophic events, power anomalies or outages,
natural disasters, network failures, and viruses and malware.
A breach of security that results in unauthorized access to our data could result in violations of applicable privacy and other laws
and expose us to disruptions in our daily operations as well as to data loss, litigation, damages, fines and penalties, customer
notification requirements, significant increases in compliance and insurance costs, increases in costs for measures to minimize
and remediate these risks and breaches, loss of confidence in our security measures, and reputational damage, any of which could
individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition,
prospects, and shareholder value.
We have attempted to address these concerns by backing up our systems as well as retaining qualified third-party vendors to test
and audit our network. However, there can be no guarantees that our efforts and those of our third-party vendors will be successful
in avoiding material problems with our information technology and telecommunications systems. We may not be able to
anticipate all cyber security breaches or implement effective preventative measures against such breaches.
Loss of deposits or a change in deposit mix could increase the Company’s funding costs.
Deposits are a low cost and stable source of funding. We compete with banks and other financial institutions for deposits. Funding
costs could increase if the Company loses deposits and replaces them with more expensive sources of funding, if customers shift
their deposits into higher cost products, or if the Company needs to raise its interest rates to avoid losing deposits. Higher funding
costs reduce the Company’s net interest margin, net interest income and net income.
We may need to raise additional capital in the future to execute our business strategy.
In addition to the liquidity that we require to conduct our day-to-day operations, the Company, on a consolidated basis, and the
Bank, on a stand-alone basis, must meet regulatory requirements. Also, we may need capital to finance our growth, including
through acquisitions. For example, in 2019, we sold $25.0 million of subordinated notes structured to qualify as tier 2 capital,
and $30.0 million of common stock, in part to fund acquisitions.
Our ability to raise additional capital depends on conditions in the capital markets, economic conditions and a number of other
factors, including investor perceptions regarding the banking industry, market conditions and governmental activities, and on our
financial condition and performance. Accordingly, there can be no assurances that we will be able to raise additional capital if
needed or on terms acceptable to us. If we fail to maintain capital to meet regulatory requirements, our business, financial
condition, results of operations and growth prospects could be materially and adversely affected.
Competition in our industry is intense, which could adversely affect our growth and profitability.
We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger
and have substantially greater resources than we have, including higher total assets and capitalization, a more extensive and
established branch network, greater access to capital markets and a broader offering of financial services. Such competitors
primarily include national, regional and community banks within the various markets in which we operate. Because of their scale,
many of these competitors can be more aggressive than we can on loan and deposit pricing. We also face competition from many
other types of financial institutions, including savings and loans, credit unions, finance companies, brokerage firms, insurance
companies, factoring companies and other financial intermediaries. Many of these entities have fewer regulatory constraints and
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may have lower cost structures than we do. There has been an increasing trend of credit unions acquiring banks. Credit unions
are tax-exempt entities which provides an advantage when pricing loans and deposits. The acquisition of banks by credit unions
may increase competition for customers and acquisitions.
Our industry could become even more competitive as a result of legislative and regulatory changes, as well as continued
consolidation. The increased regulatory requirements imposed on financial institutions as well as the economic downturn in the
United States in the 2007-2009 time frame, and generally slow recovery thereafter, have already resulted in the consolidation of
a number of financial institutions, in addition to acquisitions of failed institutions. We expect additional consolidation to occur.
Finally, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally
provided by banks, such as automatic transfer and automatic payment systems. Our ability to compete successfully depends on
a number of factors, including customer convenience, quality of service, personal contacts, pricing and range of products. If we
are unable to successfully compete, our business, financial condition, results of operations and growth prospects will be materially
adversely affected.
If the goodwill that we record in connection with a business acquisition becomes impaired, it could require charges to
earnings, which would have a negative impact on our financial condition and results of operations.
Goodwill represents the amount by which the cost of an acquisition exceeded the fair value of net assets we acquired in connection
with the purchase of another financial institution. We review goodwill for impairment at least annually, or more frequently if
events or changes in circumstances indicate that the carrying value of the asset might be impaired.
We determine impairment by comparing the implied fair value of the reporting unit goodwill with the carrying amount of that
goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment
loss is recognized in an amount equal to that excess. Any such adjustments are reflected in our results of operations in the periods
in which they become known. As of December 31, 2021, our goodwill totaled $40.1 million. While we have not recorded any
such impairment charges since we initially recorded the goodwill, there can be no assurance that our future evaluations of
goodwill will not result in findings of impairment and related write-downs, which may have a material adverse effect on our
financial condition and results of operations.
Factors outside our control could result in impairment of or losses with respect to our investment securities.
Under applicable accounting standards, we are required to review our securities portfolio periodically for the presence of other-
than-temporary impairment, taking into consideration current market conditions, the extent and nature of changes in fair value,
issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, our ability and intent to hold securities until
a recovery of fair value, as well as other factors. Adverse developments with respect to one or more of the foregoing factors may
require us to deem particular securities to be other-than-temporarily impaired, with the credit related portion of the reduction in
the value recognized as a charge to the results of operations in the period in which the impairment occurs. In addition, an increase
in interest rates could have a negative effect on the value of our investment securities portfolio. Market volatility may make it
difficult to value certain securities. Subsequent valuations, in light of factors prevailing at that time, may result in significant
changes in the values of these securities in future periods. Any of these factors could require us to recognize further impairments
in the value of our securities portfolio, which may have an adverse effect on our results of operations in future periods.
A lack of liquidity could adversely affect our ability to fund operations and meet our obligations as they become due.
Liquidity is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they come
due because of an inability to liquidate assets or obtain adequate funding. The primary source of the Bank’s funds are customer
deposits and loan repayments, while borrowings are a secondary source of liquidity. Our access to deposits and other funding
sources in adequate amounts and on acceptable terms is affected by a number of factors, including rates paid by competitors,
returns available to customers on alternative investments and general economic conditions. Any decline in available funding
could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our shareholders,
or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a
material adverse impact on our business, financial condition, results of operations and growth prospects.
24
We face significant operational and other risks related to our activities, which could expose us to negative publicity, litigation
and/or regulatory action.
We are exposed to many types of operational risks, including, particularly as a financial institution, fraud risks and human error.
Our fraud risks include fraud committed by external parties against the Company or our customers and fraud committed internally
by our associates. Certain fraud risks, including identity theft and account takeover, may increase as a result of customers’
accounts or personally identifiable information being obtained through breaches of retailers’ or other third parties’ networks.
There are inherent limitations to our risk management strategies, as there may exist, or develop in the future, risks that we have
not appropriately anticipated, monitored or identified. If our risk management framework proves ineffective, we could suffer
unexpected losses, we may have to expend resources detecting and correcting the failure in our systems and we may be subject
to potential claims from third parties and government agencies. We may also suffer severe reputational damage. Any of these
consequences could materially and adversely affect our business, financial condition or results of operations.
Because the nature of the financial services industry involves a high volume of transactions, certain systems or human errors
may be repeated or compounded before they are discovered and successfully rectified. The Company’s necessary dependence
upon automated systems to record and process our transaction volume may further increase the risk that technical flaws or
associate tampering or manipulation of those systems will result in losses that are difficult to detect. The Company is further
exposed to the risk that our third-party vendors may be unable to fulfill their contractual obligations, or will be subject to the
same risk of fraud or systems or human errors as we are. These risks include the cybersecurity risks discussed above.
Risks Related to Our Industry
We operate in a highly regulated environment, which could restrain our growth and profitability.
We are subject to extensive regulation and supervision under federal and state banking laws and regulations that govern almost
all aspects of our operations, including, among other things, our lending practices, capital structure, investment practices,
dividend policy, operations and growth. The level of regulatory scrutiny that we are subject to may fluctuate over time, based on
numerous factors, including as a result of the change in the U.S. presidential administration in January 2021. These laws and
regulations, and the supervisory framework that oversees the administration of these laws and regulations, are primarily intended
to protect consumers, depositors, the Deposit Insurance Fund and the banking system as a whole, and not shareholders and
counterparties. Furthermore, new proposals for legislation continue to be introduced in the U.S. Congress that could further
substantially increase regulation of the financial services industry, impose restrictions on our operations and our ability to conduct
business consistent with historical practices, including in the areas of compensation, interest rates, financial product offerings
and disclosures, and have an effect on bankruptcy proceedings with respect to consumer residential real estate mortgages, among
other things, which could have a material adverse effect on our business, financial condition, results of operations and growth
prospects. Our efforts to comply with these additional laws, regulations and standards are likely to result in increased expenses
and a diversion of management time and attention. The information under the heading “Supervision and Regulation” in Item 1.
Business, provides more information regarding the regulatory environment in which we and the Bank operate.
Federal regulators periodically examine our business, and we may be required to remediate adverse examination findings.
The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive
enforcement of regulations on both the federal and state levels. The Federal Reserve and the OCC periodically examine our
business, including our compliance with laws and regulations. If, as a result of an examination, a federal banking agency were
to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other
aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a
number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound”
practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative
order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties
against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected
or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or
conservatorship. If we become subject to any regulatory actions, it could have a material adverse effect on our business, results
of operations, financial condition and growth prospects. Failure to comply with any applicable regulations and supervisory
expectations related thereto could result in fines, penalties, lawsuits, regulatory sanctions, reputation damage or restrictions on
business.
25
We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending
laws, and failure to comply with these laws could lead to a wide variety of sanctions.
The ECOA, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on
financial institutions. The Department of Justice and other federal agencies enforce these laws and regulations, but private parties
may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. If an
institution’s performance under the fair lending laws and regulations is found to be deficient, the institution could be subject to
damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion,
and restrictions on entering new business lines, among other sanctions. For example, in 2021, the OCC announced that it had
issued enforcement actions against two regional banks relating to Fair Housing Act violations. In addition, the OCC’s assessment
of our compliance with the Community Reinvestment Act (“CRA”) is taken into account when evaluating any application we
submit for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office
relocation, a merger or the acquisition of another financial institution. Our failure to satisfy our CRA obligations could, at a
minimum, result in the denial of such applications and limit our growth.
We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes
and regulations.
The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among
other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency
transaction reports as appropriate. The federal Financial Crimes Enforcement Network is authorized to impose significant civil
money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the
individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal
Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets
Control. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and
regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals
to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate
programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of
these results could materially and adversely affect our business, financial condition, results of operations and growth prospects.
In addition, bank regulatory agencies consider the effectiveness of a financial institution’s anti-money laundering activities and
other regulatory compliance matters when reviewing bank mergers and bank holding company acquisitions. Accordingly, non-
compliance with the applicable regulations could materially impair the Company’s ability to enter into or complete mergers and
acquisitions.
Our success depends on our ability to respond to the threats and opportunities of fintech innovation.
Fintech developments, such as bitcoin or other types of cryptocurrency and the development of alternative payment systems,
have the potential to disrupt the financial industry and change the way banks do business. Our success depends on our ability to
adapt to the pace of the rapidly changing technological environment, which is crucial to retention and acquisition of customers.
On July 31, 2018, the OCC announced it would grant limited-purpose national bank charters to fintech companies that offer bank
products and services. The federal charter would allow fintech companies to operate nationwide under a single set of national
standards, without needing to seek state-by-state licenses or joining with brick-and-mortar banks, which could have the effect of
allowing fintech companies to more easily compete with us for financial products and services in the communities we serve. This
decision was subsequently reversed on appeal on procedural grounds. At present, the future of the OCC fintech charter is unclear.
We may be required to pay significantly higher FDIC deposit insurance premiums in the future.
The deposits of Investar Bank are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC
deposit insurance assessments. We are generally unable to control the amount of premiums that we are required to pay for FDIC
deposit insurance. A bank’s regular assessments are determined by its risk classification, which is based on certain financial
information and the level of supervisory concern that it poses. In order to maintain a strong funding position and restore the
reserve ratios of the DIF, the FDIC has, in the past, increased deposit insurance assessment rates and charged a special assessment
to all FDIC-insured financial institutions. Further increases in assessment rates or special assessments may occur in the future,
especially if there are significant financial institution failures. Any future special assessments, increases in assessment rates or
required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business
opportunities, which could have an adverse effect on our business, financial condition and results of operations.
26
Our use of third-party vendors and our other ongoing third-party business relationships are subject to increasing regulatory
requirements and attention.
We regularly use third-party vendors as part of our business. We also have substantial ongoing business relationships with other
third parties. These types of third-party relationships are subject to increasingly demanding regulatory requirements and attention
by our federal bank regulators. Regulation requires us to perform due diligence and ongoing monitoring and control over our
third-party vendors and other ongoing third-party business relationships. In certain cases, we may be required to renegotiate our
agreements with these vendors to meet these requirements, which could increase our costs. We expect that our regulators will
hold us responsible for deficiencies in our oversight and control of our third party relationships and in the performance of the
parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate
oversight and control over our third-party vendors or other ongoing third party business relationships or that such third parties
have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other
administrative or judicial penalties or fines as well as requirements for customer remediation, any of which could have a material
adverse effect our business, financial condition or results of operations.
Risks Related to an Investment in our Common Stock
The market price of our common stock may be volatile, which may make it difficult for investors to sell their shares at the
volume, prices and times desired.
The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our
control, including, without limitation:
• actual, anticipated, or unanticipated variations in our quarterly and annual operating results, financial condition or asset
quality;
• changes in general economic or business conditions, both domestically and internationally;
•
the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal
Reserve, or in laws and regulations affecting us;
• changes in the credit, mortgage and real estate markets;
•
the number of securities analysts covering us;
• our creditworthiness;
• publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or
failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by
industry analysts or ceasing of coverage;
• changes in market valuations or earnings of companies that investors deemed comparable to us;
•
•
the average daily trading volume of our common stock;
future issuances of our common stock or other securities;
• changes in dividends on our common stock;
• additions or departures of key personnel;
• perceptions in the marketplace regarding our competitors and/or us;
•
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or
involving our competitors or us; and
• other news, announcements or disclosures (whether by us or others) related to us, our competitors, our markets or the
financial services industry.
The stock market and, in particular, the market for financial institution stocks have experienced significant fluctuations in recent
years. For example, the COVID-19 pandemic led to a period of depressed market conditions in the first quarter of 2020, and
market conditions have remained volatile since that period. In addition, significant fluctuations in the trading volume in our
common stock may cause significant price variations to occur. Increased market volatility may materially and adversely affect
the market price of our common stock, which may make it difficult for investors to sell their shares at the volume, prices and
times desired.
27
Shares eligible for future sale could adversely affect market prices of our common stock.
Shares of our common stock eligible for future sale, including those that may be issued in any private or public offering of our
common stock, as consideration in acquisition transactions, or as incentives under incentive plans, could adversely affect market
prices for our common stock. As of December 31, 2021, we had 10,343,494 shares outstanding and 368,481 shares subject to
options granted under our incentive plan. On December 20, 2019, we sold 1,290,323 shares of our common stock in a private
placement and have registered those shares for resale under the Securities Act of 1933, as amended (the “Securities Act”).
Because our other outstanding shares of common stock either were issued in an offering registered under the Securities Act or
have been held for more than one year, such shares are freely tradable, except for shares held by our affiliates (approximately
7% of shares outstanding as of December 31, 2021) and 241,070 shares that represent unvested restricted shares under our
incentive plan. Shares issued under our incentive plan will be available for sale into the public market, except for shares held by
our affiliates. Shares held by our affiliates may be resold subject to the restrictions in Rule 144 of the Securities Act. In the future,
we may issue additional shares of common stock to raise capital for growth or as consideration in acquisition transactions or for
other purposes, and such shares may be registered under the Securities Act and freely tradable or may be issued in a private
placement and registered for resale under the Securities Act.
Our dividend policy may change without notice, and our future ability to pay dividends is subject to restrictions.
Holders of our common stock are entitled to receive only such cash dividends as our board of directors may declare out of funds
legally available for the payment of dividends. We have no obligation to continue paying dividends, and we may change our
dividend policy at any time without notice to our shareholders. In addition, our existing and future debt agreements limit, or may
limit, our ability to pay dividends. Under the terms of our 5.125% Fixed-to-Floating Rate Subordinated Notes due 2029, we may
not pay a dividend if either our parent company or the Bank, both immediately prior to the declaration of the dividend and after
giving effect to the payment of the dividend, would not maintain regulatory capital ratios that are as “well capitalized” levels for
regulatory capital purposes. We are also prohibited from paying dividends upon and during the continuance of any Event of
Default under such notes.
Since the Company’s primary asset is its stock of Investar Bank, we are dependent upon dividends from the Bank to pay our
operating expenses, satisfy our obligations and to pay dividends on the Company’s common stock. Accordingly, any declaration
and payment of dividends on common stock will substantially depend upon the Bank’s earnings and financial condition, liquidity
and capital requirements, the general economic and regulatory climate and other factors deemed relevant by our board of
directors. Furthermore, consistent with our strategic plans, growth initiatives, capital availability, projected liquidity needs, and
other factors, we have made, and will continue to make, capital management decisions and policies that could adversely impact
the amount of dividends, if any, paid to our common shareholders.
In addition, there are numerous laws and banking regulations that limit our and Investar Bank’s ability to pay
dividends. For further discussion of the regulatory restrictions on our ability to pay dividends, see Item 1. Business – Supervision
and Regulation – Dividends.
Our Restated Articles of Incorporation and By-laws, and certain banking laws applicable to us, could have an anti-takeover
effect that decreases our chances of being acquired, even if our acquisition is in our shareholders’ best interests.
Certain provisions of our restated articles of incorporation and our by-laws, as amended, and federal banking laws, including
regulatory approval requirements, could make it more difficult for a third party to acquire control of our organization or conduct
a proxy contest, even if those events were perceived by many of our shareholders as beneficial to their interests. These provisions,
and the corporate and banking laws and regulations applicable to us:
• enable our board of directors to issue additional shares of authorized, but unissued capital stock. In particular, our board
may issue “blank check” preferred stock with such designations, rights and preferences as may be determined from time
to time by the board;
• enable our board of directors to increase the size of the board and fill the vacancies created by the increase;
• enable our board of directors to amend our by-laws without shareholder approval;
•
•
require advance notice for director nominations and other shareholder proposals; and
require prior regulatory application and approval of any transaction involving control of our organization.
These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including
circumstances in which our shareholders might otherwise receive a premium over the market price of our shares.
28
Our issuance of preferred stock could adversely affect holders of our common stock and discourage a takeover.
Our shareholders authorized our board of directors to issue up to 5,000,000 shares of preferred stock without any further action
on the part of our shareholders. The board also has the power, without shareholder approval, to set the terms of any series of
preferred stock that may be issued, including voting rights, dividend rights, preferences over our common stock with respect to
dividends or in the event of a dissolution, liquidation or winding up and other terms. In the event that we issue preferred stock in
the future that has preference over our common stock with respect to payment of dividends or upon our liquidation, dissolution
or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of
the holders of our common stock or the market price of our common stock could be adversely affected. In addition, the ability of
our board of directors to issue shares of preferred stock without any action on the part of our shareholders may impede a takeover
of us and prevent a transaction perceived to be favorable to our shareholders.
An investment in our common stock is not an insured deposit and is subject to risk of loss.
Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any deposit insurance fund or by
any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this “Risk
Factors” section and elsewhere in this Annual Report on Form 10-K and is subject to the same market forces that affect the price
of common stock in any company. As a result, an investor may lose some or all of his or her investment in our common stock.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
Our main office, which serves as our executive and operations center, is located at 10500 Coursey Boulevard in Baton Rouge,
Louisiana. In addition, we operate 33 full service branches. Our 23 branches in Louisiana are located in Ascension (1), East
Baton Rouge (5), West Baton Rouge (1), Jefferson (2), Lafayette (2), Livingston (1), Orleans (1), St. Tammany (1), Tangipahoa
(1), East Feliciana (2), West Feliciana (1), Evangeline (3) and Calcasieu (2) Parishes. Our four branches in Texas are located in
Galveston (1), Harris (1), Victoria (1) and Jim Wells (1) Counties. Our six branches in Alabama are located in Calhoun (4)
and Sumter (2) Counties, and one loan production office is located in Tuscaloosa County. We also have one stand-alone
automated teller machine in Baton Rouge, Louisiana and one stand-alone interactive teller machine in Morgan City, Louisiana.
We own the building, known as Investar Tower, in which our main office is located and all of our branch offices in Louisiana
and Alabama, with the exception of two leased branch locations and one leased loan production office. Of the remaining branches
acquired from Mainland, located in Texas, one location is owned and one is leased. The two branches acquired from
PlainsCapital, also located in Texas, are leased properties. Each of our owned branch facilities is a stand-alone building, equipped
with an automated teller machine or interactive teller machine, on-site parking, and drive-up access. We believe that our facilities
are in good condition and are adequate to meet our operating needs for the foreseeable future.
We also own a tract of land in each of the following Louisiana parishes: East Baton Rouge Parish; St. Mary Parish; Lafayette
Parish; Jefferson Parish; and Ascension Parish. Each tract of land has been designated as either a future branch or standalone
interactive teller machine location. The timing of the development of these tracts of land is uncertain.
Item 3. Legal Proceedings
From time to time we are party to ordinary routine litigation matters incidental to the conduct of our business. We are not presently
party to, and none of our property is the subject of, any legal proceedings, the resolution of which we believe would have a
material adverse effect on our business, financial condition, results of operations, cash flows, growth prospects or capital levels,
nor were any such proceedings terminated during the fourth quarter of 2021.
Item 4. Mine Safety Disclosures
Not applicable.
29
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the Nasdaq Global Market (the “Nasdaq”) under the symbol “ISTR.” As of March 7, 2022, there
were approximately 692 holders of record of our common stock.
Dividend Policy
The Company has paid a quarterly dividend since 2011 and intends to continue to declare dividends on a quarterly basis. The
declaration of dividends is at the discretion of our board of directors and will depend on our financial performance, future
prospects, regulatory requirements and other factors deemed relevant by the board of directors.
Since we are a holding company with no material business activities, our ability to pay dividends is substantially dependent upon
the ability of Investar Bank to transfer funds to us in the form of dividends, loans and advances. The Bank’s ability to pay
dividends and make other distributions and payments to us depends upon the Bank’s earnings, financial condition, general
economic conditions, compliance with regulatory requirements and other factors. In addition, the Bank’s ability to pay dividends
to us is itself subject to various legal, regulatory and other restrictions. See Item 1. Business – Supervision and Regulation –
Dividends, above for a discussion of the restrictions on dividends under federal banking laws and regulations. In addition, as a
Louisiana corporation, we are subject to certain restrictions on dividends under the Louisiana Business Corporation Act.
Generally, a Louisiana corporation may pay dividends to its shareholders unless, after giving effect to the dividend, either (1) the
corporation would not be able to pay its debts as they come due in the usual course of business or (2) the corporations’ total
assets are less than the sum of its total liabilities and the amount that would be needed, if the corporation were to be dissolved at
the time of the payment of the dividend, to satisfy the preferential rights of shareholders whose preferential rights are superior to
those receiving the dividend. In addition, our existing and future debt agreements limit, or may limit, our ability to pay dividends.
Under the terms of our 5.125% Fixed-to-Floating Rate Subordinated Notes due 2029, we may not pay a dividend if either our
parent company or the Bank, both immediately prior to the declaration of the dividend and after giving effect to the payment of
the dividend, would not maintain regulatory capital ratios that are at “well capitalized” levels for regulatory capital purposes. We
are also prohibited from paying dividends upon and during the continuance of any Event of Default under such notes. Finally,
our ability to pay dividends may be limited on account of the junior subordinated debentures that we assumed through
acquisitions. We must make payments on the junior subordinated debentures before any dividends can be paid on our common
stock.
These restrictions do not, and are not expected in the future to, materially limit the Company’s ability to pay dividends to its
shareholders in an amount consistent with the Company’s history of paying dividends.
30
Stock Performance Graph
The following graph compares the cumulative total shareholder return on the Company’s common stock over a measurement
period beginning January 1, 2017 with (i) the cumulative total return on the stocks included in the Russell 3000 Index and (ii) the
cumulative total return on the stocks included in the S&P United States SmallCap Banks Index, which includes banks with market
capitalizations of $250 million to $1 billion. We formerly used the SNL Index of Banks as our industry index; however, this
index has been discontinued, and we believe that the S&P United States SmallCap Banks Index is the appropriate replacement
because it contains financial institutions with market capitalizations similar to ours The performance graph assumes that the value
of the investment in our common stock, the Russell 3000 Index and the S&P United States SmallCap Banks Index was $100 at
January 1, 2017 and that all dividends were reinvested.
Index
Investar Holding Corporation
Russell 3000
S&P US SmallCap Banks
Investar Holding Corporation
Russell 3000
S&P US SmallCap Banks
Investar Holding Corporation
Russell 3000
S&P US SmallCap Banks
1/1/2017
$
129.62 $
121.13
104.33
123.02 $
108.93
97.59
100.00 $
100.00
100.00
6/30/2017 12/31/2017 6/30/2018
149.12
125.03
108.67
12/31/2018 6/30/2019 12/31/2019 6/30/2020
79.80
$
145.16
72.97
131.36 $
150.39
109.19
12/31/2020 6/30/2021 12/31/2021
104.20
$
228.45
137.98
128.53 $
209.27
125.56
92.23 $
181.80
98.76
134.43 $
114.78
87.06
129.58 $
136.26
98.54
There can be no assurance that our common stock performance will continue in the future with the same or similar trends depicted
in the performance graph above. We will not make or endorse any predictions as to future stock performance.
The information provided under the heading “Stock Performance Graph” shall not be deemed to be “soliciting material” or to
be “filed” with the SEC or subject to its proxy regulations or to the liabilities of Section 18 of the Securities Exchange Act of
1934, as amended, other than as provided in Item 201 of Regulation S-K. The information provided in this section shall not be
deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended.
31
Issuer Purchases of Equity Securities
(a) Total Number
of Shares
(or Units)
Purchased(1)
(b) Average Price
Paid per Share
(or Unit)
(c ) Total Number
of Shares
(or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
(d) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
That May Be
Purchased Under
the Plans or
Programs (2)
— $
42
—
42 $
—
17.68
—
17.68
—
—
—
—
205,692
205,692
205,692
205,692
Period
October 1, 2021 to
October 31, 2021
November 1, 2021 to
November 30, 2021
December 1, 2021 to
December 31, 2021
(1)
(2)
Includes 42 shares surrendered to cover the payroll taxes due upon the vesting of restricted stock.
On March 17, 2021, the Company announced that its board of directors authorized the repurchase of an additional 300,000 shares of
the Company’s common stock under its stock repurchase plan, and on May 19, 2021, the Company announced that its board of directors
authorized the repurchase of an additional 200,000 shares of the Company's common stock through July 31, 2021. As of December 31,
2021, the Company had 205,692 shares remaining as authorized for repurchase.
Unregistered Sales of Equity Securities
Not applicable.
Securities Authorized for Issuance under Equity Compensation Plans
Please refer to the information under the heading “Securities Authorized for Issuance under Equity Compensation Plans” in Item
12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, for a discussion of the
securities authorized for issuance under the Company’s equity compensation plans.
Item 6. [Reserved]
32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section presents management’s perspective on the financial condition and results of operations of Investar Holding
Corporation (the “Company,” “we,” “our,” or “us”) and its wholly-owned subsidiary, Investar Bank, National Association (the
“Bank”). The following discussion and analysis should be read in conjunction with the Company’s consolidated financial
statements and related notes and other supplemental information included herein. Certain risks, uncertainties and other factors,
including those set forth under Item 1A. Risk Factors in Part I, and elsewhere in this Annual Report on Form 10-K, may cause
actual results to differ materially from those projected results discussed in the forward-looking statement appearing in this
discussion and analysis.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K, both in Management’s Discussion and Analysis of Financial Condition and Results of
Operations, and elsewhere, contains forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements
include statements relating to our projected growth, anticipated future financial performance, financial condition, credit quality
and performance goals, as well as statements relating to the anticipated effects on our business, financial condition and results of
operations from expected developments, our growth, and potential acquisitions. These statements can typically be identified
through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “think,” “will likely
result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or
the negative version of those words or other comparable words or phrases of a future or forward-looking nature.
Our forward-looking statements contained herein are based on assumptions and estimates that management believes to be
reasonable in light of the information available at this time. However, many of these statements are inherently uncertain and
beyond our control and could be affected by many factors. Factors that could have a material effect on our business, financial
condition, results of operations, cash flows and future growth prospects can be found in Item 1A. Risk Factors. These factors
include, but are not limited to, the following, any one or more of which could materially affect the outcome of future events:
•
•
•
•
•
•
•
•
•
•
•
the significant risks and uncertainties for our business, results of operations and financial condition, as well as our regulatory
capital and liquidity ratios and other regulatory requirements in the United States caused by the ongoing COVID-19
pandemic, including but not limited to potential continued higher inflation and supply and labor constraints, which will
depend on several factors, including the scope and duration of the pandemic, its continued influence on the economy and
financial markets, the impact on market participants on which we rely, and actions taken by governmental authorities and
other third parties in response to the pandemic;
business and economic conditions generally and in the financial services industry in particular, whether nationally, regionally
or in the markets in which we operate, including evolving risks to economic activity and our customers posed by the COVID-
19 pandemic and government actions taken to address the impact of COVID-19 or contain it, the potential impact of the
termination of various pandemic-related government support programs, and the potential impact of legislation under
consideration in Congress, which could increase government programs, spending and taxes;
the risk that the SBA will not guarantee the PPP loans we originated if it determines that there is a deficiency in the manner
in which any PPP loan was originated, funded, or serviced by us;
our ability to achieve organic loan and deposit growth, and the composition of that growth;
changes (or the lack of changes) in interest rates, yield curves and interest rate spread relationships that affect our loan and
deposit pricing, including potential continued increases in interest rates in 2022;
cessation of the one-week and two-month U.S. dollar settings of LIBOR as of December 31, 2021 and announced cessation
of the remaining U.S. dollar LIBOR settings after June 30, 2023, and the related effect on our LIBOR-based financial
products and contracts, including, but not limited to, hedging products, debt obligations, investments and loans;
the extent of continuing client demand for the high level of personalized service that is a key element of our banking approach
as well as our ability to execute our strategy generally;
our dependence on our management team, and our ability to attract and retain qualified personnel;
changes in the quality or composition of our loan or investment portfolios, including adverse developments in borrower
industries or in the repayment ability of individual borrowers;
inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates;
the concentration of our business within our geographic areas of operation in Louisiana, Texas and Alabama;
33
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
concentration of credit exposure;
any deterioration in asset quality and higher loan charge-offs, and the time and effort necessary to resolve problem assets;
a reduction in liquidity, including as a result of a reduction in the amount of deposits we hold or other sources of liquidity;
ongoing disruptions in the oil and gas industry due to the significant fluctuations in the price of oil and natural gas;
potential impairment of our goodwill and other intangible assets;
our potential growth, including our entrance or expansion into new markets, and the need for sufficient capital to support
that growth;
difficulties in identifying attractive acquisition opportunities and strategic partners that will complement our relationship
banking approach;
our ability to identify and enter into agreements to combine with attractive acquisition partners, finance acquisitions,
complete acquisitions after definitive agreements are entered into, and successfully integrate and grow acquired operations;
the impact of litigation and other legal proceedings to which we become subject;
data processing system failures and errors;
cyberattacks and other security breaches;
competitive pressures in the commercial finance, retail banking, mortgage lending and consumer finance industries, as well
as the financial resources of, and products offered by, competitors;
the impact of changes in laws and regulations applicable to us, including banking, securities and tax laws and regulations
and accounting standards, as well as changes in the interpretation of such laws and regulations by our regulators;
changes in the scope and costs of FDIC insurance and other coverages;
governmental monetary and fiscal policies, including the potential for the Federal Reserve Board to raise target interest
rates one or more times during 2022;
hurricanes (including the recent hurricanes, tropical storms and tropical depressions that have affected the Company’s
market areas), floods, winter storms, other natural disasters and adverse weather; oil spills and other man-made disasters;
acts of terrorism, an outbreak or intensifying of hostilities including the war in Ukraine or other international or domestic
calamities, acts of God and other matters beyond our control; and
•
other circumstances, many of which are beyond our control.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements
included herein. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue
reliance on any such forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly
update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New
factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact
of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these
cautionary statements.
COVID-19
Overview. In March 2020, COVID-19 was declared a pandemic by the World Health Organization and a national emergency by
the President of the United States. The global COVID-19 pandemic and the public health response to minimize its impact have
had severe disruptive effects on economic, financial market and oil market conditions beginning in the latter part of the first
quarter of 2020, and continuing through the fourth quarter of 2021 and beyond. Beginning in the first quarter of 2020, government
responses to the pandemic included mandated closures of businesses not deemed essential, restrictions on other businesses, and
stay-at-home orders or recommendations, along with crowd restrictions, which caused steep increases in unemployment and
decreases in consumer and business spending. Government authorities in our markets began allowing the re-opening of
businesses and easing other restrictions in the second quarter of 2020. During 2020 and 2021, the United States experienced
multiple periods of declines followed by resurgences of new cases, including due to the emergence of new variants of the COVID-
19 virus, leading to cycles of tightening and subsequent lessening of governmental restrictions, such as mask mandates and
restrictions on business activity. Economic activity in the U.S., stock prices, and oil prices rose significantly during 2021, as
COVID-19 vaccines became widely available and pandemic-related restrictions lessened or were eliminated. At the same time,
many industries have been experiencing supply chain disruptions and labor shortages. Inflation has also increased significantly.
34
We cannot predict the extent to which individuals may decide to restrict their activities as a result of evolving
pandemic developments, the extent to which governments may reinstitute certain restrictions, nor what future impact evolving
pandemic developments may have on the economy or our business. The extent to which our operations and financial performance
will be impacted by the pandemic in 2022 will depend in part on future developments, including the long-term efficacy, global
availability and acceptance of the vaccines, emergence of new variants of the COVID-19 virus, as well as the effects of existing
and potential additional governmental stimulus legislation and other actions taken in response to the pandemic.
Legislative and Regulatory Developments. In a measure aimed at lessening the economic impact of COVID-19, the Federal
Reserve reduced the federal funds rate to 0 to 0.25% on March 16, 2020. This action by the Federal Reserve followed a prior
reduction of the targeted federal funds rates to a range of 1.0% to 1.25% on March 3, 2020. On March 27, 2020, the U.S.
government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the largest economic stimulus
package in the nation’s history, which included the Small Business Administration’s (“SBA”) and U.S. Department of Treasury’s
Paycheck Protection Program (“PPP”), discussed further below, in an effort to lessen the impact of COVID-19 on consumers
and businesses. As funds available under the PPP were quickly depleted, on April 24, 2020, the Paycheck Protection Program
and Health Care Enhancement Act was signed into law, which, among other things, increased amounts available under the PPP.
On June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”) was enacted, which among other
things, provided expanded relief under the PPP. On December 27, 2020, the Consolidated Appropriations Act, 2021
(“CAA”) was enacted providing an additional $900 billion in aid to individuals and businesses, which among other things,
provided additional funding for the PPP and allowed businesses meeting certain requirements to obtain a second PPP loan.
Congress passed the American Rescue Plan Act of 2021 (“Rescue Act”), an additional $1.9 trillion stimulus package, in March
2021. The Rescue Act provided additional funding for the PPP and extended and modified the Employee Retention Credit
(“ERC”) discussed below, among other things.
Paycheck Protection Program. Beginning in the second quarter of 2020, the Bank has participated as a lender in the PPP as
established by the CARES Act and as subsequently modified by other legislation. The PPP was established to provide unsecured
low interest rate loans to small businesses that have been impacted by the COVID-19 pandemic. The PPP loans are 100%
guaranteed by the SBA. The loans have a fixed interest rate of 1% and payments are deferred until the date on which the amount
of loan forgiveness is remitted to the lender by the SBA, the forgiveness application is otherwise denied, or if no forgiveness
application is filed 10 months after the end of the borrower’s covered period. PPP loans made prior to June 5, 2020 mature two
years from origination, or if made on or after June 5, 2020, five years from origination. PPP loans are forgiven by the SBA (which
makes forgiveness payments directly to the lender) to the extent the borrower uses the proceeds of the loan for certain purposes
(primarily to fund payroll costs) during a certain time period following origination and maintains certain employee and
compensation levels. Lenders receive processing fees from the SBA for originating the PPP loans which are based on a percentage
of the loan amount. The original PPP program ceased taking applications on August 8, 2020. On December 27, 2020, the CAA
was enacted that renewed the PPP and allocated additional funding for both new first time PPP loans under the original PPP and
also authorized second draw PPP loans for certain eligible borrowers that had previously received a PPP loan. The application
period for the renewed PPP lasted from January 1, 2021 through May 31, 2021. At December 31, 2021 and December 31, 2020,
our loan portfolio included PPP loans with balances of $23.3 million and $94.5 million, respectively, all of which are included
in commercial and industrial loans.
Guidance on Treatment of Pandemic-related Loan Modifications Pursuant to the CARES Act and Interagency Statement. Section
4013 of the CARES Act provides that, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the
date that is 60 days after the date on which the national emergency concerning the COVID-19 pandemic declared by the President
of the United States under the National Emergencies Act terminates (the “applicable period”), we may elect to suspend GAAP
for loan modifications related to the pandemic that would otherwise be categorized as troubled debt restructurings (“TDRs”) and
suspend any determination of a loan modified as a result of the effects of the pandemic as being a TDR, including impairment
for accounting purposes. The suspension is applicable for the term of the loan modification that occurs during the applicable
period for a loan that was not more than 30 days past due as of December 31, 2019. The suspension is not applicable to any
adverse impact on the credit of a borrower that is not related to the pandemic. The CAA extended the applicable period to the
earlier of January 1, 2022 or 60 days after the national emergency termination date.
In addition, our banking regulators and other financial regulators, on March 22, 2020 and revised April 7, 2020, issued a joint
interagency statement titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working
with Customers Affected by the Coronavirus” that encourages financial institutions to work prudently with borrowers who are
or may be unable to meet their contractual payment obligations due to the effects of the COVID-19 pandemic. Pursuant to the
interagency statement, loan modifications that do not meet the conditions of Section 4013 of the CARES Act may still qualify
as a modification that does not need to be accounted for as a TDR. Specifically, the agencies confirmed with the staff of the
Financial Accounting Standards Board that short-term modifications made in good faith in response to the pandemic to borrowers
who were current prior to any relief are not TDRs under GAAP. This includes short-term (e.g. six months) modifications such
35
as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers
considered current are those that are less than 30 days past due on their contractual payments at the time a modification program
is implemented. Appropriate allowances for loan and lease losses are expected to be maintained. With regard to loans not
otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to the
pandemic as past due because of the deferral. The interagency statement also states that during short-term pandemic-related loan
modifications, these loans generally should not be reported as nonaccrual.
Accordingly, during 2020 and 2021, we offered short-term modifications made in response to COVID-19 to borrowers who were
current and otherwise not past due. These include short-term modifications of 90 days or less, in the form of deferrals of payment
of principal and interest, principal only, or interest only, and fee waivers. See further discussion in the Loans – Loan Deferral
Program section of the Discussion and Analysis of Financial Condition below.
Employee Retention Credit. The CARES Act also provided for an ERC, which is a broad based refundable payroll tax credit that
incentivized businesses to retain employees on the payroll during the COVID-19 pandemic. The ERC is a credit against certain
employment taxes of up to $5,000 per employee for eligible employers based on certain wages paid after March 12, 2020 through
December 31, 2020. In 2021, the tax credit increased to up to $7,000 for each quarter, equal to 70% of qualified wages paid to
employees during a quarter, capped at $10,000 of qualified wages per employee per quarter. The ERC terminated effective
September 30, 2021. We qualified for the ERC based on the significant adverse financial impacts of the COVID-19 pandemic.
In the fourth quarter of 2021, we recorded a $1.9 million reduction to payroll taxes related to the first quarter of 2021, which is
included in salaries and employee benefits on the consolidated statements of operations for the year ended December 31, 2021.
Summary of Impact on our Operations and Financial Results. Financial services have been identified as a Critical Infrastructure
Sector by the Department of Homeland Security, and therefore, our business has remained open throughout the pandemic. The
pandemic generally slowed business lending activity from the level we would otherwise have expected, particularly in 2020,
except for our participation in the PPP, and created excess liquidity in the market, contributing to increases in our noninterest
and interest-bearing demand deposits, and in money market deposit accounts and savings accounts. We took actions to protect
our customers and employees throughout the pandemic, including increasing our remote banking and working options. Net
income for 2020 decreased compared to 2019, largely due to our increased provision for loan losses during 2020 as a result of
the impact of the pandemic. Market conditions generally improved during 2021 compared to 2020, as vaccines became available
and government restrictions lessened. We continue to service our consumer and business customers from our 33 branch locations
and through drive-thrus, ATMs, internet banking, mobile application and telephone.
Overview
Through our wholly-owned subsidiary Investar Bank, National Association, we provide full banking services, excluding trust
services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses. Our primary
areas of operation are south Louisiana (approximately 77% of our total deposits as of December 31, 2021), including Baton
Rouge, New Orleans, Lafayette, Lake Charles, and their surrounding areas; southeast Texas, including Houston and its
surrounding area, Alice and Victoria; and Alabama, including York and its surrounding area and, as of April 1, 2021, Oxford
and its surrounding area. Our Bank commenced operations in 2006 and we completed our initial public offering in July 2014.
On July 1, 2019, the Bank changed from a Louisiana state bank charter to a national bank charter and its name changed to Investar
Bank, National Association. Our strategy includes organic growth through high quality loans and growth through acquisitions,
including whole-bank acquisitions and strategic branch acquisitions. We currently operate 23 full service branches in Louisiana,
four full service branches in Texas, and six full service branches in Alabama. We have completed seven whole-bank acquisitions
since 2011 and regularly review acquisition opportunities. In addition to our branches acquired through acquisitions, during our
last three fiscal years, we opened four de novo branch locations. We closed three branches during our last three fiscal years, as
we continued to evaluate opportunities to improve our branch network efficiency and further reduce costs.
Our principal business is lending to and accepting deposits from individuals and small to medium-sized businesses in our areas
of operation. We generate our income principally from interest on loans and, to a lesser extent, our securities investments, as
well as from fees charged in connection with our various loan and deposit services and gains on the sale of securities. Our
principal expenses are interest expense on interest-bearing customer deposits and borrowings, salaries, employee benefits,
occupancy costs, data processing and other operating expenses. We measure our performance through our net interest margin,
return on average assets, and return on average equity, among other metrics, while seeking to maintain appropriate regulatory
leverage and risk-based capital ratios.
36
For certain GAAP performance measures, see “Certain Performance Indicators” below. We also monitor changes in our tangible
equity, tangible assets, tangible book value per share, and our efficiency ratio, shown in the section “Certain Performance
Indicators: Non-GAAP Financial Measures” below.
Certain Performance Indicators
(In thousands, except share data)
Financial Information
Total assets
Total stockholders' equity
Net interest income
Net income
Diluted earnings per share
Performance Ratios
Return on average assets
Return on average equity
Net interest margin
Dividend payout ratio
Capital Ratios
Total equity to total assets
Tangible equity to tangible assets(2)
2021(1)
As of and for the year ended December 31,
2019(1)
2020(1)
2018
2017(1)
$ 2,513,203 $ 2,321,181 $ 2,148,916 $ 1,786,469 $ 1,622,734
172,729
42,517
8,202
0.96
241,976
64,818
16,839
1.66
243,284
73,534
13,889
1.27
182,262
57,370
13,606
1.39
242,598
83,814
8,000
0.76
0.31%
3.22
3.53
40.26
0.61%
5.77
3.49
19.69
0.85%
8.21
3.51
13.55
0.81%
7.68
3.61
12.09
0.62%
5.65
3.39
10.78
9.65%
8.04
10.48%
9.22
11.26%
9.96
10.20%
9.20
10.64%
9.53
(1) Certain performance indicators includes the effect of acquisitions from the date of each acquisition. On July 1, 2017, the Company
acquired Citizens Bancshares, Inc. and its wholly-owned subsidiary, Citizens Bank, by merger with and into the Company and Bank,
respectively. On December 1, 2017, the Company acquired BOJ Bancshares, Inc. and its wholly-owned subsidiary, The Highlands
Bank, by merger with and into the Company and Bank, respectively. On March 1, 2019, the Company acquired Mainland Bank, by
merger with and into the Bank. On November 1, 2019, the Company acquired Bank of York, by merger with and into the Bank. On
February 21, 2020, the Company acquired two branches from PlainsCapital Bank by purchase and assumption agreement with and
into the Bank. On April 1, 2021, the Company acquired Cheaha Financial Group, Inc. and its wholly-owned subsidiary Cheaha Bank,
by merger with and into the Company and Bank, respectively.
(2) Non-GAAP financial measure. See reconciliation below.
37
Certain Performance Indicators: Non-GAAP Financial Measures
Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and
the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional metrics.
The efficiency ratio, tangible book value per share, and the ratio of tangible equity to tangible assets are not financial measures
recognized under GAAP and, therefore, are considered non-GAAP financial measures.
Our management, banking regulators, financial analysts and investors use these non-GAAP financial measures to compare the
capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets,
which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions. Tangible
equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute
for total stockholders’ equity, total assets, book value per share or any other measure calculated in accordance with GAAP.
Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related
measures may differ from that of other companies reporting measures with similar names. The following table reconciles, as of
the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible
assets and calculates both our tangible book value per share and efficiency ratio (dollars in thousands).
Total stockholders’ equity - GAAP
Adjustments:
Goodwill
Core deposit intangible
Trademark intangible
Tangible equity
$
$
2021
242,598 $
As of and for the year ended December 31,
2019
241,976 $
2020
243,284 $
2018
182,262 $ 172,729
2017
40,088
3,848
100
198,562 $
28,144
3,988
100
211,052 $
26,132
4,803
100
210,941 $
17,424
2,263
100
17,086
2,740
100
162,475 $ 152,803
Total assets - GAAP
Adjustments:
Goodwill
Core deposit intangible
Trademark intangible
Tangible assets
Total shares outstanding
Book value per share
Effect of adjustments
Tangible book value per share
Total equity to total assets
Effect of adjustments
Tangible equity to tangible assets
Efficiency ratio(1)
Noninterest expense
Net interest income
Noninterest income
Efficiency ratio
$ 2,513,203 $ 2,321,181 $ 2,148,916 $ 1,786,469 $ 1,622,734
40,088
3,848
100
17,086
2,740
100
$ 2,469,167 $ 2,288,949 $ 2,117,881 $ 1,766,682 $ 1,602,808
17,424
2,263
100
26,132
4,803
100
28,144
3,988
100
10,343,494 10,608,869 11,228,775 9,484,219 9,514,926
18.15
$
(2.09)
16.06
10.64%
(1.11)
9.53%
19.22 $
(2.09)
17.13 $
10.20%
(1.00)
9.20%
23.45 $
(4.25)
19.20 $
9.65%
(1.61)
8.04%
21.55 $
(2.76)
18.79 $
11.26%
(1.30)
9.96%
22.93 $
(3.04)
19.89 $
10.48%
(1.26)
9.22%
$
$
63,062 $
83,814
12,042
65.79%
57,131 $
73,534
12,096
66.72%
48,168 $
64,818
6,216
67.81%
41,882 $
57,370
4,318
67.89%
32,342
42,517
3,815
69.80%
(1) Calculated as noninterest expense divided by the sum of net interest income (before provision for loan losses) and noninterest income.
38
Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments
that affect our reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and
liabilities. Although independent third parties are often engaged to assist us in the estimation process, management evaluates the
results, challenges assumptions used and considers other factors which could impact these estimates. Actual results may differ
from these estimates under different assumptions or conditions.
For more detailed information about our accounting policies, please refer to Note 1, Summary of Significant Accounting Policies,
in the Notes to Consolidated Financial Statements contained in Item 8. Financial Statements and Supplementary Data. The
following discussion presents our critical accounting estimates, which are those estimates made in accordance with GAAP that
involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our
financial condition or results of operations. We believe that the judgments, estimates and assumptions that we use in the
preparation of our consolidated financial statements are appropriate.
Allowance for Loan Losses. One of the accounting policies most important to the presentation of our financial statements relates
to the allowance for loan losses and the related provision for loan losses. The allowance for loan losses is established as losses
are estimated through a provision for loan losses charged to earnings. The allowance for loan losses is based on the amount that
management believes will be adequate to absorb probable losses inherent in the loan portfolio based on, among other things,
evaluations of the collectability of loans and prior loan loss experience. The evaluations take into consideration such factors as
changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current
economic conditions that may affect borrowers’ ability to pay. Another component of the allowance is losses on loans assessed
as impaired under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 310,
Receivables (“ASC 310”). The balance of the loans determined to be impaired under ASC 310 and the related allowance is
included in management’s estimation and analysis of the allowance for loan losses. Allowances for impaired loans are generally
determined based on collateral values or the present value of estimated cash flows.
The determination of the appropriate level of the allowance is inherently subjective as it requires estimates that are susceptible
to significant revision as more information becomes available. We have an established methodology to determine the adequacy
of the allowance for loan losses that assesses the risks and losses inherent in our portfolio and portfolio segments. We have an
internally developed model that requires significant judgment to determine the estimation method that fits the credit risk
characteristics of the loans in our portfolio and portfolio segments. Qualitative and environmental factors that may not be directly
reflected in quantitative estimates include: asset quality trends, changes in loan concentrations, new products and process
changes, changes and pressures from competition, changes in lending policies and underwriting practices, trends in the nature
and volume of the loan portfolio, and national and regional economic trends. Changes in these factors are considered in
determining changes in the allowance for loan losses. The impact of these factors on our qualitative assessment of the allowance
for loan losses can change from period to period based on management’s assessment of the extent to which these factors are
already reflected in historic loss rates. The uncertainty inherent in the estimation process is also considered in evaluating the
allowance for loan losses.
Acquisition Accounting. We account for our acquisitions under ASC Topic 805, Business Combinations (“ASC 805”), which
requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value
(which is discussed below). The excess purchase price over the fair value of net assets acquired is recorded as goodwill. If the
fair value of the net assets acquired exceeds the purchase price, a bargain purchase gain is recognized.
Because the fair value measurements incorporate assumptions regarding credit risk, no allowance for loan losses related to the
acquired loans is recorded on the acquisition date. The fair value measurements of acquired loans are based on estimates related
to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows. The fair
value adjustment is amortized over the life of the loan using the effective interest method.
The Company accounts for acquired impaired loans under ASC Topic 310-30, Loans and Debt Securities Acquired with
Deteriorated Credit Quality (“ASC 310-30”). An acquired loan is considered impaired when there is evidence of credit
deterioration since origination and it is probable at the date of acquisition that we will be unable to collect all contractually
required payments. ASC 310-30 prohibits the carryover of an allowance for loan losses for acquired impaired loans. Over the
life of the acquired loans, we continually estimate the cash flows expected to be collected on individual loans or on pools of loans
sharing common risk characteristics. As of the end of each fiscal quarter, we evaluate the present value of the acquired loans
using the effective interest rates. For any increases in cash flows expected to be collected, we adjust the amount of accretable
yield recognized on a prospective basis over the loan’s or pool’s remaining life, while we recognize a provision for loan loss in
the consolidated statement of operations if the cash flows expected to be collected have decreased.
39
Overview of Financial Condition and Results of Operations
Net income for the year ended December 31, 2021 totaled $8.0 million, or $0.76 per diluted share, compared to $13.9 million,
or $1.27 per diluted share, for the year ended December 31, 2020. This represents a $5.9 million, or a 42.4%, decrease in net
income. The decrease can mainly be attributed to the Company’s increased provision for loan losses during 2021, which includes
an impairment charge of $21.6 million recorded in the third quarter as a result of Hurricane Ida, as discussed further below. The
Company also experienced an increase in noninterest expense as a result of growth organically and through acquisition. We had
record quarterly net income in each quarter of 2021 other than the third quarter, as market conditions improved and our cost of
funds decreased compared to 2020.
Key components of the Company’s performance during the year ended December 31, 2021 are summarized below.
• Total assets grew to $2.5 billion at December 31, 2021, an increase of 8.3% from $2.3 billion at December 31, 2020.
• Total loans, net of allowance for loan losses at December 31, 2021 were $1.9 billion, an increase of $11.2 million, or
0.6% compared to $1.8 billion at December 31, 2020.
• Total deposits were $2.1 billion at December 31, 2021, an increase of $232.4 million, or 12.3%, compared to deposits
of $1.9 billion at December 31, 2020. Noninterest-bearing deposits increased $137.2 million, or 30.6%, to
$585.5 million compared to $448.2 million at December 31, 2020.
• Net interest income for the year ended December 31, 2021 was $83.8 million, an increase of $10.3 million, or 14.0%,
compared to $73.5 million for the year ended December 31, 2020, driven primarily by an increase in the volume of
interest-earning assets and a decrease in the rates paid on interest-bearing liabilities.
• On April 1, 2021, the Company completed its acquisition of Cheaha Financial Group, Inc. (“Cheaha”), an Alabama
state bank headquartered in Oxford, Alabama, and its wholly-owned subsidiary, Cheaha Bank. See further discussion
in Acquisitions below.
Certain Events That Affect Year-over-Year Comparability
COVID-19 Pandemic. For an overview of the impacts of the COVID-19 pandemic on our business, please see “COVID-
19 – Summary of Impact on our Operations and Financial Results” above and our discussion throughout this report.
Acquisitions. On March 1, 2019, the Company completed the acquisition of Mainland Bank (“Mainland”), a Texas state bank
located in Texas City, Texas. The Company acquired 100% of Mainland’s outstanding common shares for approximately $18.6
million in the form of 763,849 shares of the Company’s common stock. The acquisition of Mainland expanded the Company’s
branch footprint into Texas and increased the core deposit base to help position the Company to continue to grow. On the date
of acquisition, Mainland had total assets with a fair value of approximately $127.6 million, $81.3 million in loans, and $107.6
million in deposits, and served the residents of Harris and Galveston counties through three branch locations. The Company
recorded a core deposit intangible and goodwill of $2.4 million and $5.2 million, respectively, related to the acquisition of
Mainland. In the fourth quarter of 2021, the Dickinson, Texas branch location was closed and the property was sold in February
2022.
On November 1, 2019, the Company completed the acquisition of Bank of York, an Alabama state bank located in York,
Alabama. All of the issued and outstanding shares of Bank of York common stock were converted into aggregate cash merger
consideration of $15.0 million. The acquisition of Bank of York expanded the Company’s branch footprint into Alabama. On the
date of acquisition, Bank of York had total assets with a fair value of $101.9 million, $46.1 million in loans, and $85.0 million
in deposits, and served the residents of Sumter County through two branch locations and one loan production office in Tuscaloosa
County. The Company recorded a core deposit intangible and goodwill of $0.9 million and $5.0 million, respectively, related to
the acquisition of Bank of York.
On February 21, 2020, the Bank completed the acquisition and assumption of certain assets, deposits and other liabilities
associated with the Alice and Victoria, Texas branch locations of PlainsCapital Bank, a wholly-owned subsidiary of Hilltop
Holdings Inc., for an aggregate cash consideration of approximately $11.2 million. The Bank acquired approximately $45.3
million in loans and $37.0 million in deposits. In addition, the Bank acquired substantially all the fixed assets at the branch
locations, and assumed the leases for the branch facilities. The Company recorded a core deposit intangible and goodwill of $0.2
million and $0.5 million, respectively, related to the acquisition.
40
On April 1, 2021, the Company completed its acquisition of Cheaha, an Alabama state bank headquartered in Oxford, Alabama,
and its wholly-owned subsidiary, Cheaha Bank. All of the issued and outstanding shares of Cheaha were converted into aggregate
cash merger consideration of $41.1 million. On the date of the acquisition, Cheaha had total assets with a fair value of $240.8
million, including $120.4 million in loans, assumed $207.0 million in deposits, and served the residents of Calhoun County,
Alabama through four branch locations. The Company recorded a core deposit intangible and goodwill of $0.8 million and
$11.9 million, respectively, related to the acquisition of Cheaha.
Hurricane Ida. On August 29, 2021, Hurricane Ida hit the Louisiana coast as a category 4 hurricane. Though Hurricane Ida did
not cause significant physical damage to our branch locations, the storm devastated some of our market areas. The Company set
up programs to help employees and customers experiencing financial difficulty as a result of the hurricane, including a deferral
program discussed further in Discussion and Analysis of Financial Condition – Loans – Loan Deferral Program below.
Additionally, the Company recorded an impairment charge of $21.6 million in the third quarter of 2021 related to a lending
relationship with related borrowers (collectively, the “Borrower”) consisting of multiple loans that are secured by various types
of collateral, including real estate, inventory, and equipment. As a result of Hurricane Ida’s impact on the Borrower’s business
operations, some of the collateral securing the loan relationship, including real estate, inventory, and equipment, experienced a
significant reduction in value.
Debt and Equity Raise. During the fourth quarter of 2019, we completed both a subordinated debt issuance and a common stock
offering. We issued and sold $25.0 million in fixed-to-floating rate subordinated notes due in 2029. The common stock offering
generated net proceeds of $28.5 million through the issuance of 1.3 million common shares at a price of $23.25 per share. The
proceeds from the subordinated debt issuance and common stock offering were raised for general corporate purposes and
potential strategic acquisitions.
Discussion and Analysis of Financial Condition
Total assets were $2.5 billion at December 31, 2021, an increase of 8.3% compared to total assets of $2.3 billion at December
31, 2020. Our total assets of $2.3 billion at December 31, 2020 represents an 8.0% increase compared to total assets
of $2.1 billion at December 31, 2019. The growth experienced since December 31, 2019 can mainly be attributed to $180.7
million growth in loans, $23.3 million of which is PPP loans, the acquisition of Cheaha completed in April 2021 which
added assets with a fair value of $240.8 million, as well as the acquisition of two branch locations from PlainsCapital Bank in
February 2020 which added assets with a fair value of $48.8 million.
Loans
General. Loans, excluding loans held for sale, constitute our most significant asset, comprising 74%, 80%, and 79% of our total
assets at December 31, 2021, 2020 and 2019, respectively. Loans increased $11.7 million, or 0.6%, to $1.9 billion at December
31, 2021 from $1.9 billion at December 31, 2020. Loans increased $168.3 million, or 9.9%, to $1.9 billion at December 31, 2020
from $1.7 billion at December 31, 2019.
Beginning in the second quarter of 2020, the Bank has participated as a lender in the PPP as established by the CARES Act. At
December 31, 2021, the balance, net of repayments, of the Bank’s PPP loans originated was $23.3 million, compared to $94.5
million at December 31, 2020, and is included in the commercial and industrial loan portfolio. Eighty-seven percent of the total
number of PPP loans we have originated have principal balances of $150,000 or less. At December 31, 2021, approximately 86%
of the total balance of PPP loans originated have been forgiven by the SBA or paid off by the customer.
Excluding loans acquired from Cheaha on April 1, 2021 with an aggregate balance of $96.3 million at December 31, 2021 and
PPP loans with a total balance of $23.3 million ($0.3 million acquired from Cheaha) and $94.5 million at December 31,
2021 and December 31, 2020, respectively, total loans at December 31, 2021 decreased $13.2 million, or 0.7%, compared
to December 31, 2020.
41
The table below sets forth the balance of loans outstanding by loan type as of the dates presented, and the percentage of each
loan type to total loans (dollars in thousands).
2021
December 31,
2020
2019
Percentage
of Total
Loans
Amount
Percentage
of Total
Loans
Amount
Percentage
of Total
Loans
Amount
Mortgage loans on real estate
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Owner-occupied
Nonowner-occupied
Commercial and industrial
Consumer
Total loans
Loans held for sale
Total gross loans
$
203,204
364,307
59,570
20,128
460,205
436,172
310,831
17,595
1,872,012
620
$ 1,872,632
10.9% $
19.4
3.2
1.1
206,011
339,525
60,724
26,547
11.1% $
18.2
3.3
1.4
197,797
321,489
60,617
27,780
375,421
24.6
436,974
23.3
394,497
16.6
0.9
20,619
100% 1,860,318
—
$ 1,860,318
352,324
20.2
378,736
23.5
323,786
21.2
1.1
29,446
100% 1,691,975
—
$ 1,691,975
11.7%
19.0
3.6
1.6
20.8
22.4
19.2
1.7
100%
At December 31, 2021, the Company’s total business lending portfolio, which consists of loans secured by owner-occupied
commercial real estate properties and commercial and industrial loans, was $771.0 million, an increase of $1.1 million, or 0.1%,
compared to the business lending portfolio of $769.9 million at December 31, 2020. The business lending portfolio at December
31, 2020 increased $93.8 million, or 13.9%, compared to $676.1 million at December 31, 2019. The increase in owner-occupied
commercial real estate as of December 31, 2021 was the primary driver of the increase in the business lending portfolio compared
to December 31, 2020, and was partially offset by the forgiveness of PPP loans.
Our focus on a relationship-driven banking strategy and hiring of experienced commercial lenders are the primary reasons we
experienced our largest organic loan growth in owner-occupied commercial real estate. We have increased our focus on
commercial real estate loans and commercial and industrial loans. In addition, we completed the acquisition of two branch
locations from PlainsCapital in February 2020, as well as the acquisition of Cheaha in April 2021, which increased the overall
balance of our loans.
42
The following table sets forth loans outstanding at December 31, 2021, excluding loans held for sale, which, based on remaining
scheduled repayments of principal, are due in the periods indicated, as well as the amount of loans with fixed and variable rates
in each maturity range. Loans with balloon payments and longer amortizations are often repriced and extended beyond the initial
maturity when credit conditions remain satisfactory. Demand loans, loans having no stated schedule of repayments and no stated
maturity, and overdrafts are reported below as due in one year or less.
(dollars in thousands)
Mortgage loans on real estate:
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Owner-occupied
Nonowner-occupied
Commercial and industrial
Consumer
Total loans
Loans with fixed rates:
Mortgage loans on real estate:
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Owner-occupied
Nonowner-occupied
Commercial and industrial
Consumer
Total loans with fixed rates $
After One After Five
After Ten
Years
Through
Fifteen
Five Years Ten Years Years
Through
Through
Years
Year
One Year
or Less
After
Fifteen
Years
Total
$
149,982 $
56,916
16,197
7,594
18,183 $
82,765
39,361
7,288
24,262 $
51,558
2,492
5,101
9,389 $
23,141
381
145
1,388 $
149,927
1,139
—
203,204
364,307
59,570
20,128
$
$
46,153
60,402
157,621
4,793
499,658 $
109,038
196,207
97,167
10,869
560,878 $
182,976
142,759
35,252
1,546
445,946 $
99,053
36,487
13,159
383
182,138 $
22,985
317
7,632
4
460,205
436,172
310,831
17,595
183,392 $ 1,872,012
26,083 $
27,611
12,571
3,371
18,168 $
75,103
35,481
5,693
24,262 $
48,842
2,492
5,101
9,389 $
23,141
381
145
1,388 $
149,927
1,139
—
79,290
324,624
52,064
14,310
15,777
21,573
32,436
3,485
142,907 $
92,780
184,186
86,302
10,869
508,582 $
138,321
100,234
35,252
1,546
356,050 $
81,075
18,042
13,159
383
145,715 $
16,025
317
797
4
343,978
324,352
167,946
16,287
169,597 $ 1,322,851
Loans with variable rates:
Mortgage loans on real estate:
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Owner-occupied
Nonowner-occupied
Commercial and industrial
Consumer
Total loans with variable
$
123,899 $
29,305
3,626
4,223
30,376
38,829
125,185
1,308
15 $
7,662
3,880
1,595
— $
2,716
—
—
— $
—
—
—
— $
—
—
—
16,258
12,021
10,865
—
44,655
42,525
—
—
17,978
18,445
—
—
6,960
—
6,835
—
123,914
39,683
7,506
5,818
116,227
111,820
142,885
1,308
rates
$
356,751 $
52,296 $
89,896 $
36,423 $
13,795 $
549,161
Loan Concentrations. Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged
in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2021 and
December 31, 2020, we had no concentrations of loans exceeding 10% of total loans other than loans in the categories listed in
the table above.
43
Our loan portfolio, excluding loans held for sale, includes loans to businesses in certain industries that may be more significantly
affected by the pandemic than others. These loans, including loans related to oil and gas, food services, hospitality, and
entertainment, represented approximately 5.6% of our total loan portfolio, or 5.4% excluding PPP loans, at December 31, 2021,
compared to 6.6% of our total portfolio, or 5.7% excluding PPP loans, at December 31, 2020 as shown below.
Industry
Oil and gas
Food services
Hospitality
Entertainment
Total
Percentage of
Loan Portfolio
December 31,
2021
Percentage of
Loan Portfolio
December 31,
2021
(excluding
PPP loans)
Percentage of
Loan Portfolio
December 31,
2020
Percentage of
Loan Portfolio
December 31,
2020
(excluding
PPP loans)
2.2%
2.3
0.5
0.6
5.6%
2.1%
2.2
0.5
0.6
5.4%
3.3%
2.5
0.4
0.4
6.6%
2.6 %
2.3
0.4
0.4
5.7 %
Loan Deferral Program. In response to the COVID-19 pandemic, beginning in the first quarter of 2020, the Bank offered short-
term modifications to borrowers impacted by the pandemic who were current and otherwise not past due. These included short-
term modifications of 90 days or less, in the form of deferrals of payment of principal and interest, principal only, or interest
only, and fee waivers. As 90-day loan deferrals have expired, most customers have returned to their regular payment schedules. In
accordance with Section 4013 of the CARES Act and the interagency statement, we have not accounted for such loans as TDRs,
nor have we designated them as past due or nonaccrual. The Bank ceased offering loan deferrals related to COVID-19 during the
fourth quarter of 2021. At December 31, 2021, less than $0.2 million remained on deferral, compared to approximately $5.9
million, or 0.3% of the total loan portfolio at December 31, 2020.
The Bank also instituted a 90-day deferral program for eligible customers who were impacted by Hurricane Ida beginning in the
third quarter of 2021. The Bank has provided payment deferrals on approximately $50.0 million of loans. At December 31, 2021,
Investar had approximately $2.4 million, or 0.1% of the total loan portfolio, remaining on a 90-day deferral plan related to
Hurricane Ida.
Investment Securities
We purchase investment securities primarily to provide a source for meeting liquidity needs, with return on investment as a
secondary consideration. We also use investment securities as collateral for certain deposits and other types of borrowing.
Investment securities represented 15% of our total assets and totaled $365.8 million at December 31, 2021, an increase of $84.9
million, or 30.2%, from $280.8 million at December 31, 2020. The increase in investment securities at December 31, 2021
compared to December 31, 2020 resulted from purchases of multiple investment types in our current portfolio.
The table below shows the carrying value of our investment securities portfolio by investment type and the percentage that such
investment type comprises of our entire portfolio as of the dates indicated (dollars in thousands).
December 31,
2021
Percentage
of
Balance
$
Portfolio Balance
5.8% $
10.8
7.6
55.6
20.2
100% $
36,821
30,362
27,708
126,807
59,146
280,844
21,268
39,495
27,667
203,249
74,085
365,764
2020
Percentage
of
Portfolio
13.1%
10.8
9.8
45.2
21.1
100%
Obligations of U.S. government agencies and corporations
Obligations of state and political subdivisions
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total investment securities
$
44
The investment portfolio consists of available for sale and held to maturity securities. We do not hold any investments classified
as trading. We classify debt securities as held to maturity if management has the positive intent and ability to hold the securities
to maturity. Held to maturity securities are stated at amortized cost. Securities not classified as held to maturity are classified as
available for sale and are stated at fair value. The carrying values of the Company’s available for sale securities are adjusted for
unrealized gains or losses as valuation allowances, and any gains or losses are reported on an after-tax basis as a component of
other comprehensive income. Any expected credit loss due to the inability to collect all amounts due according to the security’s
contractual terms is recognized as a charge against earnings. Any remaining unrealized loss related to other factors would be
recognized in other comprehensive income, net of taxes.
Typically, our investment securities are available for sale. There were no purchases of held to maturity securities during the years
ended December 31, 2021 and 2020. In the year ended December 31, 2021, we purchased $255.5 million of investment securities,
compared to purchases of $127.1 million during the year ended December 31, 2020. Mortgage-backed securities represented
73% and 58% of the available for sale securities we purchased in 2021 and 2020, respectively. Of the remaining securities
purchased in 2021 and 2020, 18%, and 22%, respectively, were U.S. government agency securities, while 5% and 7%,
respectively, were municipal securities. We only purchase corporate bonds that are investment grade securities issued by
seasoned corporations.
The table below sets forth the stated maturities and weighted average yields of our investment debt securities based on the
amortized cost of our investment portfolio as of December 31, 2021 (dollars in thousands).
One Year or
Less
After One Year
Through Five
Years
After Five
Years
Through Ten
Years
After Ten Years
Amount Yield Amount Yield Amount Yield Amount Yield
Held to maturity:
Obligations of states and political
subdivisions
$
Residential mortgage-backed securities
Available for sale:
Obligations of U.S. government agencies and
corporations
Obligations of states and political
subdivisions
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
870 5.88% $ 1,875 5.88% $ 4,165 3.59% $
— —
— —
— — %
— — 3,345 2.93
1 2.51 3,091 2.63 18,051 2.27
— —
25 2.66
770 3.05 15,344 2.19 16,191 3.54
700 6.75 8,049 1.73 15,028 3.70 4,000 2.69
— —
246 1.99 200,450 1.92
— — 2,279 2.59 3,319 1.71 69,095 1.82
— —
$ 1,596
$ 16,064
$ 56,153
$293,081
The maturity of mortgage-backed securities reflects scheduled repayments based upon the contractual maturities of the securities.
Weighted average yields on tax-exempt obligations have been computed on a fully tax equivalent basis assuming a federal tax
rate of 21%.
Premises and Equipment
Bank premises and equipment increased $1.8 million, or 3.2%, to $58.1 million at December 31, 2021 from $56.3 million at
December 31, 2020. The increase was attributable to the acquisition of four branch locations in Calhoun County, Alabama which
increased bank premises and equipment by $5.4 million, and was partially offset by the closure of two branches in Louisiana
which decreased bank premises and equipment by $2.3 million. Bank premises and equipment increased $5.4 million, or 10.6%,
to $56.3 million at December 31, 2020 from $50.9 million at December 31, 2019. The increase was mainly attributable to the
acquisition of two branch locations in Alice and Victoria, Texas which added $2.8 million in bank premises and equipment, and
the addition of two de novo branches.
45
Deferred Tax Asset/Liability
At December 31, 2021, the net deferred tax asset was $2.2 million, compared to a net deferred tax asset of $1.4 million and a net
deferred tax liability of $0.1 million at December 31, 2020 and 2019, respectively. The increase in the deferred tax asset
at December 31, 2021 compared to December 31, 2020 was primarily driven by the deferred compensation agreements acquired
from Cheaha in April 2021 and a timing difference in recognizing payroll tax expenses. The decrease in the deferred tax liability
at December 31, 2019 to a net deferred tax asset at December 31, 2020 was primarily driven by the increased provisioning for
loan losses during 2020 compared to 2019 as a result of uncertainty surrounding the pandemic. The provision for loan losses is
not tax deductible until loans are charged off, causing an increase in the deferred tax asset at December 31, 2020.
The Bank acquired net operating loss carryforwards as a result of acquisitions. At December 31, 2021, we held approximately
$0.2 million and $1.3 million in net operating loss carryforwards that expire in 2033 and 2039, respectively. U.S. tax law imposes
annual limitations under Internal Revenue Code Section 382 on the amount of net operating loss carryforwards that may be used
to offset federal taxable income. Under these laws, we may apply up to approximately $0.7 million to offset our taxable income
each year. In addition to this limitation, our ability to utilize net operating loss carryforwards depends upon the Company
generating taxable income. Given the substantial amount of time before our net operating loss carryforwards begin to expire, we
currently expect to utilize these net operating loss carryforwards in full before their expiration.
Deposits
The following table sets forth the composition of our deposits and the percentage of each deposit type to total deposits at
December 31, 2021 and 2020 (dollars in thousands).
December 31,
2021
2020
Noninterest-bearing demand deposits
Interest-bearing demand deposits
Brokered deposits
Money market deposit accounts
Savings accounts
Time deposits
Total deposits
Percentage
of Total
Deposits Amount
448,230
27.6% $
496,745
30.7
80,017
—
186,307
12.1
141,134
8.5
21.1
535,391
100% $ 1,887,824
Percentage
of Total
Deposits
23.7%
26.3
4.2
9.9
7.5
28.4
100%
Amount
$
585,465
650,868
—
255,501
180,837
447,595
$ 2,120,266
Total deposits were $2.1 billion at December 31, 2021, an increase of $232.4 million, or 12.3%, from total deposits
of $1.9 billion at December 31, 2020. The Company assumed approximately $207.0 million in deposits from Cheaha in April
2021. The Bank utilized brokered deposits to satisfy the borrowings under its interest rate swap agreements due to more favorable
pricing. In the third quarter of 2021, the Company terminated multiple swap agreements, the borrowings for which matured in
October 2021. Therefore, the Company had no brokered deposits at December 31, 2021. The remaining increase is due to organic
growth, partially offset by a decrease in time deposits in alignment with our strategy discussed below.
The COVID-19 pandemic has created a significant amount of excess liquidity in the market, and, as a result, we experienced
increases in both noninterest and interest-bearing demand deposits, and in money market deposit accounts and savings accounts
at December 31, 2021 compared to December 31, 2020. These increases were primarily driven by reduced spending by consumer
and business customers related to the COVID-19 pandemic, and increases in PPP borrowers’ deposit accounts. We believe these
factors may be temporary depending on the future economic effects of the COVID-19 pandemic.
As the state of the economy and financial markets remained uncertain during 2021 in response to the global pandemic, customers
desired increased security of funds and transferred holdings into fully-insured checking accounts, or our Assured Checking
product, shown in interest-bearing demand deposits in the table above. Our deposit mix improved as management continued
its strategy to either reprice or run-off higher yielding time deposits and other interest-bearing deposit products during the year
ended December 31, 2021, which contributed to our decreased cost of deposits compared to the same period in 2020, discussed
in Results of Operations below.
46
Estimated uninsured deposits were $719.8 million and $533.6 million at December 31, 2021 and 2020, respectively. The
estimates are based on the same methodologies and assumptions used for our regulatory reporting requirements. The insured
deposit data for 2021 and 2020 does not reflect an evaluation of all of the account ownership category distinctions that would
determine the availability of deposit insurance to individual accounts based on FDIC regulations.
The following table shows scheduled maturities of time deposits in excess of the FDIC insurance limit of $250,000 at December
31, 2021 and 2020 (dollars in thousands).
Time remaining until maturity:
Three months or less
Over three months through six months
Over six months through twelve months
Over twelve months
Borrowings
December 31,
2021
2020
$
$
21,644 $
16,490
25,024
14,211
77,369 $
20,861
11,352
32,036
20,538
84,787
Total borrowings include securities sold under agreements to repurchase, federal funds purchased, advances from the Federal
Home Loan Bank (“FHLB”), unsecured lines of credit with First National Bankers Bank (“FNBB”) and The Independent Bankers
Bank (“TIB”) totaling $60.0 million, subordinated debt issued in 2017 and 2019, and junior subordinated debentures assumed
through acquisitions.
Our advances from the FHLB were $78.5 million at December 31, 2021, a decrease of $42.0 million from FHLB advances
of $120.5 million at December 31, 2020 as we utilized available cash to pay off a portion of advances. We had no outstanding
balances drawn on the unsecured lines of credit at December 31, 2021 or 2020. Securities sold under agreements to repurchase
increased $0.1 million to $5.8 million at December 31, 2021 from $5.7 million at December 31, 2020. Junior subordinated debt
of $8.4 million and $5.9 million at December 31, 2021 and 2020, respectively, represents the junior subordinated debentures that
we assumed in connection with our acquisitions of Cheaha in 2021, BOJ Bancshares, Inc. in 2017 (“BOJ”), and First Community
Bank in 2013.
The average balances and cost of funds of short-term borrowings at December 31, 2021, 2020 and 2019 are summarized in the
table below (dollars in thousands).
Average Balances
December 31,
2020
2019
2021
Cost of Funds
December 31,
2020
2019
2021
Federal funds purchased and other short-term
borrowings
Securities sold under agreements to repurchase
Total short-term borrowings
$
$
3,242 $ 60,243 $ 110,603
6,081
2,936
5,080
9,323 $ 65,323 $ 113,539
0.20%
0.21
0.20%
1.15%
0.30
1.09%
2.09%
1.32
2.07%
2029 Notes. On November 12, 2019, the Company issued $25.0 million in aggregate principal amount of its 5.125% Fixed-to-
Floating Rate Subordinated 2029 Notes due 2029 (“2029 Notes”) at 100% of their face amount in a private placement to certain
institutional and other accredited investors. The 2029 Notes have a maturity date of December 30, 2029. From and including the
date of issuance to, but excluding December 30, 2024, the 2029 Notes will bear interest at an initial fixed rate of 5.125% per
annum, payable semi-annually in arrears. From and including December 30, 2024 and thereafter, the 2029 Notes will bear interest
at a floating rate equal to the then-current three-month LIBOR as calculated on each applicable date of determination, or an
alternative rate determined in accordance with the terms of the 2029 Notes if the three-month LIBOR cannot be determined, plus
3.490%, payable quarterly in arrears.
The Company may redeem the 2029 Notes, in whole or in part, on or after December 30, 2024 or, in whole but not in part, under
certain limited circumstances set forth in the 2029 Notes. Any redemption by the Company would be at a redemption price equal
to 100% of the principal balance being redeemed, together with any accrued and unpaid interest to the date of redemption.
47
Principal and interest on the 2029 Notes are not subject to acceleration, except upon certain bankruptcy-related events. The 2029
Notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s current and
future senior indebtedness and to the Company’s obligations to its general creditors. The 2029 Notes are obligations of the
Company only and are not obligations of, and are not guaranteed by, any of the Company’s subsidiaries. The 2029 Notes are
structured to qualify as Tier 2 capital for regulatory capital purposes.
2027 Notes. On March 24, 2017, the Company issued $18.6 million in aggregate principal amount of its 6.00% Fixed-to-Floating
Rate Subordinated Notes due 2027 (the “2027 Notes”), at 100% of the aggregate principal amount of the 2027 Notes in an
offering registered under the Securities Act of 1933, as amended.
The 2027 Notes will mature on March 30, 2027. From and including the date of issuance, but excluding March 30, 2022, the
2027 Notes will bear interest at an initial fixed rate of 6.00% per annum, payable semi-annually. From and including March 30,
2022 and thereafter, the 2027 Notes will bear interest at a floating rate equal to the then-current three-month LIBOR (but not less
than zero) as calculated on each applicable date of determination, plus 3.945%, payable quarterly.
Principal and interest on the 2027 Notes are not subject to acceleration, except upon certain bankruptcy-related events. The 2027
Notes are unsecured subordinated obligations of the Company. The 2027 Notes are subordinated in right of payment to the
payment of the Company’s existing and future senior indebtedness, including all of its general creditors. The 2027 Notes are
obligations of the Company only and are not obligations of, and are not guaranteed by, any of the Company’s subsidiaries. The
Company may, beginning with the interest payment date of March 30, 2022, and on any interest payment date thereafter, redeem
the 2027 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed
plus accrued and unpaid interest to but excluding the date of redemption. The 2027 Notes are structured to qualify as Tier 2
capital for regulatory capital purposes.
Results of Operations
Performance Summary
2021 vs. 2020. For the year ended December 31, 2021, net income was $8.0 million, or $0.77 per basic common share
and $0.76 per diluted common share, compared to net income of $13.9 million, or $1.27 per basic and diluted common share,
for the year ended December 31, 2020. The primary drivers of the decrease in net income are related to an increase in provision
for loan losses due to the $21.6 million impairment charge recorded during the third quarter of 2021 as a result of Hurricane Ida,
along with increases in salaries and benefits expense, other operating expenses, and acquisition expenses primarily related to our
organic growth and acquisition activity. As shown on the consolidated statement of income for the year ended December 31,
2021, a provision for loan losses of $22.9 million was recorded, compared to a provision for loan losses of $11.2 million for the
year ended December 31, 2020. We had record quarterly net income in each quarter of 2021 other than the third quarter, as
market conditions improved and our cost of funds decreased compared to 2020. Return on average assets decreased to 0.31% for
the year ended December 31, 2021 from 0.61% for the year ended December 31, 2020. Return on average equity was 3.22% for
the year ended December 31, 2021 compared to 5.77% for the year ended December 31, 2020. The decrease in both return on
average assets and return on average equity is mainly attributable to the $5.9 million decrease in net income.
2020 vs. 2019. For the year ended December 31, 2020, net income was $13.9 million, or $1.27 per basic and diluted common
share, compared to net income of $16.8 million, or $1.68 per basic common share and $1.66 per diluted common share, for the
year ended December 31, 2019. The primary drivers of the decrease in net income are related to the state of the economy and
financial markets during the year ended December 31, 2020 resulting from the COVID-19 pandemic, along with an increase in
noninterest expenses primarily related to our growth. As shown on the consolidated statement of income for the year ended
December 31, 2020, a provision for loan losses of $11.2 million was recorded, primarily attributable to the COVID-19 pandemic,
compared to a provision for loan losses of $1.9 million for the year ended December 31, 2019. Return on average assets decreased
to 0.61% for the year ended December 31, 2020 from 0.85% for the year ended December 31, 2019. Return on average equity
was 5.77% for the year ended December 31, 2020 compared to 8.21% for the year ended December 31, 2019. The decrease in
both return on average assets and return on average equity is mainly attributable to the $2.9 million decrease in net income.
Net Interest Income and Net Interest Margin
Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets
and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest
income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates
paid on deposits and other borrowings, the level of nonperforming loans, the amount of noninterest-bearing liabilities supporting
earning assets, and the interest rate environment.
48
The primary factors affecting net interest margin are changes in interest rates, competition, and the shape of the interest rate yield
curve. The Federal Reserve Board sets various benchmark rates, including the federal funds rate, and thereby influences the
general market rates of interest, including the deposit and loan rates offered by financial institutions. Since December 31, 2015,
the federal funds target rate had increased a total of 175 basis points and remained at 2.25% to 2.50%, as of December 19, 2018,
until it was lowered to 2.00 to 2.25% on July 31, 2019. The Federal Reserve further reduced the rate by 25 basis points on both
September 18, 2019 to 1.75 to 2.00% and October 30, 2019 to 1.50 to 1.75%. On March 3, 2020, the Federal Reserve lowered
the federal funds target rate to 1.00 to 1.25%, which the Federal Reserve stated was in response to the evolving risks to economic
activity posed by the coronavirus. In a measure aimed at lessening the economic impact of COVID-19, the Federal Reserve
reduced the federal funds target rate to 0% to 0.25% on March 16, 2020, where it remained as of March 9, 2022.
2021 vs. 2020. Net interest income increased 14.0% to $83.8 million for the year ended December 31, 2021 from $73.5 million
for the same period in 2020. Net interest margin was 3.53% for the year ended December 31, 2021, an increase of four basis
points from 3.49% for the year ended December 31, 2020. The increase in net interest income resulted primarily from an increase
in the volume of interest-earning assets and a decrease in the rates paid on interest-bearing liabilities, partially offset by a decrease
in the yield earned on interest-earnings assets. For the year ended December 31, 2021, average loans and average investment
securities increased approximately $115.8 million and $15.8 million, respectively, while average interest-bearing deposits
increased approximately $211.2 million. The increases in average loans, investment securities and interest-bearing deposits was
driven by both organic growth and growth through the acquisition of Cheaha on April 1, 2021. Demand deposit growth also was
driven by the pandemic-related factors discussed above. Average total borrowings decreased approximately $54.8 million
compared to the same period in 2020 as we used available cash to pay down a portion of advances from the FHLB. Our yield on
interest-earning assets declined as did our rate paid on interest-bearing liabilities primarily as a result of the overall decline in
prevailing interest rates.
Interest income was $95.5 million for the year ended December 31, 2021 compared to $93.8 million for the same period in 2020.
Loan interest income made up substantially all of our interest income for the years ended December 31, 2021 and 2020. Interest
on our commercial real estate loans, commercial and industrial loans, and 1-4 family residential real estate loans constituted the
three largest components of our loan interest income for the years ended December 31, 2021 and 2020 at 83% of total interest
income on loans for each year. The overall yield on interest-earning assets decreased 43 basis points to 4.02% for the year ended
December 31, 2021 compared to 4.45% for the same period in 2020. The loan portfolio yielded 4.74% for the year ended
December 31, 2021 compared to 4.89% for the year ended December 31, 2020. The decrease in yield on our loan portfolio was
driven primarily by lower yields on commercial real estate loans and 1-4 family residential real estate loans. In addition, the yield
on the investment portfolio was 1.52% for the year ended December 31, 2021 compared to 2.00% for the year ended December
31, 2020.
Interest expense was $11.7 million for the year ended December 31, 2021, a decrease of $8.5 million compared to interest
expense of $20.3 million for the year ended December 31, 2020. The decrease in interest expense is primarily attributable to the
decreases in the rates paid for interest-bearing liabilities for the year ended December 31, 2021 compared to December 31, 2020.
As previously mentioned, the federal funds target rate decreased to 0% to 0.25% on March 15, 2020, which affects the rate the
Company pays for immediately available overnight funds, long-term borrowings, and deposits. For the year ended December 31,
2021, the cost of interest-bearing deposits decreased 64 basis points to 0.46% and the cost of interest-bearing liabilities decreased
60 basis points to 0.67% compared to the same period in 2020.
2020 vs. 2019. For a detailed discussion of our net interest income and net interest margin performance for 2020 compared to
2019, see our annual report on Form 10-K for the year ended December 31, 2020, Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Results of Operations – Net Interest Income and Net Interest Margin –
2020 vs. 2019, and – Volume/Rate Analysis.
49
Total interest-
earning assets
Cash and due from banks
Intangible assets
Other assets
Allowance for loan losses
Total assets
Liabilities and
stockholders’ equity
Interest-bearing
liabilities:
Deposits:
Interest-bearing
demand deposits
Brokered deposits
Savings deposits
Time deposits
Total interest-
bearing deposits
Average Balances and Yields. The following table sets forth average balance sheet data, including all major categories of interest-
earning assets and interest-bearing liabilities, together with the interest earned or paid and the average yield or rate paid on each
such category as of and for the years ended December 31, 2021, 2020 and 2019. Averages presented below are daily averages
(dollars in thousands).
2021
Interest
As of and for the year ended December 31,
2020
Interest
2019
Interest
Average Income/ Yield/
Expense(1) Rate(1)
Balance
Average Income/ Yield/
Expense(1) Rate(1)
Balance
Average Income/ Yield/
Expense(1) Rate(1)
Balance
$ 1,902,070 $ 90,230 4.74 % $ 1,786,302 $ 87,365 4.89 % $ 1,539,886 $ 80,954 5.26 %
275,963
20,259
3,948 1.43
552 2.73
255,405
25,024
4,927 1.93
686 2.74
240,751
31,780
6,650 2.76
790 2.49
Assets
Interest-earning assets:
Loans
Securities:
Taxable
Tax-exempt
Interest-earning balances
with banks
176,349
812 0.46
42,852
816 1.90
34,905
1,049 3.00
2,374,641
39,262
41,299
138,096
(20,704 )
$ 2,572,594
95,542 4.02
2,109,583
27,768
32,190
119,994
(15,272 )
$ 2,274,263
93,794 4.45
1,847,322
22,969
26,107
90,949
(9,969 )
$ 1,977,378
89,443 4.84
$ 858,660 $
77,432
168,194
508,954
2,398 0.28 % $ 612,000 $
20,308
129,211
640,549
715 0.92
247 0.15
4,127 0.81
3,535 0.58 % $ 510,148 $
—
110,936
641,630
177 0.87
401 0.31
11,263 1.76
5,308 1.04 %
— —
501 0.45
13,498 2.10
Short-term borrowings(2)
Long-term debt
1,613,240
9,323
129,318
7,487 0.46
19 0.20
4,222 3.26
1,402,068
65,323
128,163
15,376 1.10
710 1.09
4,174 3.26
1,262,714
113,539
98,017
19,307 1.53
2,348 2.07
2,970 3.03
Total interest-
bearing
liabilities
Noninterest-bearing
demand deposits
Other liabilities
Stockholders’ equity
Total liabilities
1,751,881
11,728 0.67
1,595,554
20,260 1.27
1,474,270
24,625 1.67
553,083
18,852
248,778
418,240
19,805
240,664
283,274
14,717
205,117
and
stockholders’
equity
Net interest
$ 2,572,594
$ 2,274,263
$ 1,977,378
income/net
interest
margin
$ 83,814 3.53 %
$ 73,534 3.49 %
$ 64,818 3.51 %
(1) Interest income and net interest margin are expressed as a percentage of average interest-earning assets outstanding for the indicated
periods. Interest expense is expressed as a percentage of average interest-bearing liabilities for the indicated periods.
(2) For additional information, see Discussion and Analysis of Financial Condition – Borrowings.
50
Nonaccrual loans were included in the computation of average loan balances but carry a zero yield. The yields include the effect
of loan fees of $3.0 million, $2.4 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively,
and discounts and premiums that are amortized or accreted to interest income or expense.
Volume/Rate Analysis. The following table sets forth a summary of the changes in interest earned and interest paid resulting from
changes in volume and rates for the year ended December 31, 2021 compared to the year ended December 31, 2020 and the year
ended December 31, 2020 compared to the year ended December 31, 2019 (dollars in thousands):
Year ended December 31, 2021 vs.
Year ended December 31, 2020
Rate
Net(1)
Volume
Interest income:
Loans
Securities:
Taxable
Tax-exempt
Interest-earning balances with banks
Total interest-earning assets
Interest expense:
Interest-bearing demand deposits
Brokered deposits
Savings deposits
Time deposits
Short-term borrowings
Long-term debt
Total interest-bearing liabilities
Change in net interest income
Interest income:
Loans
Securities:
Taxable
Tax-exempt
Interest-earning balances with banks
Total interest-earning assets
Interest expense:
Interest-bearing demand deposits
Brokered deposits
Savings deposits
Time deposits
Short-term borrowings
Long-term debt
Total interest-bearing liabilities
Change in net interest income
$
5,662 $
(2,797) $
2,865
397
(131)
2,540
8,468
1,425
496
121
(2,314)
(609)
38
(843)
9,311 $
(1,376)
(3)
(2,544)
(6,720)
(2,562)
42
(275)
(4,822)
(82)
10
(7,689)
969 $
(979)
(134)
(4)
1,748
(1,137)
538
(154)
(7,136)
(691)
48
(8,532)
10,280
$
Year ended December 31, 2020 vs.
Year ended December 31, 2019
Rate
Net(1)
Volume
$
12,954 $
(6,543) $
6,411
405
(168)
239
13,430
1,060
—
82
(23)
(997)
913
1,035
12,395 $
(2,128)
64
(472)
(9,079)
(2,833)
177
(182)
(2,212)
(641)
291
(5,400)
(3,679) $
(1,723)
(104)
(233)
4,351
(1,773)
177
(100)
(2,235)
(1,638)
1,204
(4,365)
8,716
$
(1) Changes in interest due to both volume and rate have been allocated on a pro-rata basis using the absolute ratio value of amounts
calculated.
51
Noninterest Income
Noninterest income includes, among other things, fees generated from our deposit services, gain on sale of securities, fixed assets
and other real estate owned, servicing fees and fee income on serviced loans, interchange fees, income from bank owned life
insurance, and changes in the fair value of equity securities. We expect to continue to develop new products that generate
noninterest income, and enhance our existing products, in order to diversify our revenue sources.
2021 vs. 2020. Total noninterest income decreased $0.1 million, or 0.4%, to $12.0 million for the year ended December 31, 2021
compared to $12.1 million for the year ended December 31, 2020. The decrease is primarily due to the $2.8 million decrease in
other operating income which was partially offset by the $1.8 million increase in the swap termination fee income, the $0.5
million increase in service charges on deposit accounts, and the $0.5 million increase in interchange fees.
Service charges on deposit accounts include maintenance fees on accounts, account enhancement charges for additional deposit
account features, per item charges, overdraft fees, and treasury management charges. Service charges on deposit
accounts increased 26.3% to $2.4 million for the year ended December 31, 2021 compared to $1.9 million for the same period
in 2020.
Gain on the sale of investment securities for the year ended December 31, 2021 increased slightly to $2.3 million compared to the
same period in 2020. We sold approximately $137.8 million in securities during the year ended December 31, 2021 compared to
sales of $56.5 million during the year ended December 31, 2020.
Loss on sale or disposition of fixed assets for the year ended December 31, 2021 increased to $0.4 million from $38,000 for the
year ended December 31, 2020. During 2021, the loss on sale or disposition of fixed assets was recorded when the Bank
reclassified two branch locations that were closed in 2021, totaling $1.9 million, as other real estate owned.
Swap termination fee income increased to $1.8 million for the year ended December 31, 2021, compared to no fee income for
the year ended December 31, 2020. Swap termination fee income was recorded when we voluntarily terminated a number of our
interest rate swap agreements at the end of the third quarter of 2021.
Gain on sale of loans increased to $0.2 million for the year ended December 31, 2021, compared to no gain for the year ended
December 31, 2020. When the Bank acquired Cheaha on April 1, 2021, it acquired a secondary mortgage loan group
that originates mortgage loans for sale.
Servicing fees and fee income on serviced loans decreased $0.2 million, or 46.2%, to $0.2 million, for the year ended December
31, 2021. This decrease is a result of the Bank exiting the indirect auto loan origination business at the end of 2015. Since the
Bank did not originate auto loans for sale during the years ended December 31, 2021 and 2020, the servicing portfolio, which
experienced regularly scheduled paydowns, was not replaced with new loans. We expect servicing fees and fee income on
serviced loans to decrease over time until all serviced loans are paid off. At December 31, 2021, the weighted average remaining
term of the indirect auto loan portfolio was 0.8 years.
Interchange fees, which are fees earned on the usage of the Bank’s credit and debit cards, increased $0.5 million, or 35.8%,
to $1.9 million for year ended December 31, 2021 from $1.4 million for the year ended December 31, 2020. The increase in
interchange fees can primarily be attributed to the increase in the volume of debit and credit card transactions.
Income from bank owned life insurance increased $0.2 million to $1.1 million for the year ended December 31, 2021
from $0.9 million for the year ended December 31, 2020. This increase reflects increased interest earned on the Company’s bank
owned life insurance policies.
Other operating income includes, among other things, credit card, ATM and wire fees, derivative fee income, and rental income.
The $2.8 million decrease in other operating income for the year ended December 31, 2021 is primarily attributable to a $2.4
million decrease in derivative fee income compared to the year ended December 31, 2020. We also experienced a decrease in
income recorded on an equity method investment of $0.5 million due to the Company’s sale of the asset during the year ended
December 31, 2020.
2020 vs. 2019. For a detailed discussion of our noninterest income for 2020 compared to 2019, see Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Noninterest Income – 2020
vs. 2019 in our annual report on Form 10-K for the year ended December 31, 2020.
52
Noninterest Expense
Noninterest expense includes salaries and benefits and other costs associated with the conduct of our operations. We are
committed to managing our costs within the framework of our operating strategy. However, since we are focused on growth both
organically and through acquisition, we expect our expenses to continue to increase as we add employees and physical locations
to accommodate our growing franchise. Our goal is to create synergies promptly after completing an acquisition, as this is
important to our earnings success.
2021 vs. 2020. Total noninterest expense was $63.1 million for the year ended December 31, 2021, an increase of $5.9 million,
or 10.4%, from $57.1 million for the year ended December 31, 2020. This increase was driven by the increases in salaries and
employee benefits, acquisition expense, and other operating expenses primarily related to our organic growth and acquisition
activity.
Salaries and employee benefits increased $2.1 million, or 6.4%, to $35.5 million for the year ended December 31, 2021,
compared to $33.4 million for the year ended December 31, 2020. The increase in salaries and employee benefits is mainly
attributable to the increased number of employees as a result of our growth, both organically and through acquisitions. The
Company completed the acquisition of Cheaha in April 2021, which added four branch locations and related staff during the year
ended December 31, 2021. There were also increases in health insurance claims and deferred compensation costs. In addition,
the Bank acquired two branch locations from PlainsCapital Bank in February 2020 and opened two de novo branches in July and
November 2020. Included in salaries and employee benefits for the year ended December 31, 2021 is a $1.9 million Employee
Retention Credit, previously discussed, which was recognized as a credit to payroll taxes in the fourth quarter of 2021.
Acquisition expense increased $1.4 million, or 130.5%, to $2.5 million for the year ended December 31, 2021, compared to $1.1
million for the year ended December 31, 2020. The increase in acquisition expense resulted from the acquisition costs related to
the acquisition of Cheaha in 2021, which were greater than the costs incurred related to the acquisition of two branches from
PlainsCapital Bank in 2020.
Other operating expenses include security, business development, FDIC and OCC assessments, bank shares and property taxes,
charitable contributions, repair and maintenance costs, personnel training and development, filing fees, and other costs related to
the operation of our business. Other operating expenses increased $1.4 million, or 12.9%, to $12.4 million for the year ended
December 31, 2021 from $11.0 million for the year ended December 31, 2020. The increase in other operating expenses was
primarily related to increases in FDIC assessment fees, provision for unfunded loan commitments, software expense, and
telephone expense.
Occupancy expense increased $0.6 million, or 27.6% to $2.8 million for the year ended December 31, 2021 from $2.2 million
for the year ended December 31, 2020. This increase is attributable to increases in building maintenance, utilities, real property
taxes and insurance expense for our branch facilities, including the additional four branch locations acquired as part of the
acquisition of Cheaha in April 2021.
2020 vs. 2019. For a detailed discussion of our noninterest expense for 2020 compared to 2019, see Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Noninterest Expense – 2020
vs. 2019 in our annual report on Form 10-K for the year ended December 31, 2020.
Income Tax Expense
Income tax expense for the years ended December 31, 2021, 2020 and 2019 was $1.9 million, $3.5 million, and $4.1 million,
respectively. The effective tax rates for the years ended December 31, 2021, 2020 and 2019 were 19.3%, 19.9%, and
19.7%, respectively. The effective tax rate differs from the statutory rate of 21% primarily due to tax exempt interest income
earned on certain investment securities and bank owned life insurance.
Risk Management
The primary risks associated with our operations are credit, interest rate and liquidity risk. Higher inflation also presents risks.
Credit, inflation and interest rate risk are discussed below, while liquidity risk is discussed in this section under the heading
Liquidity and Capital Resources below.
53
Credit Risk and the Allowance for Loan Losses
General. The risk of loss should a borrower default on a loan is inherent in any lending activity. Our portfolio and related credit
risk are monitored and managed on an ongoing basis by our risk management department, the board of directors’ loan committee
and the full board of directors. We utilize a 10 point risk-rating system, which assigns a risk grade to each borrower based on a
number of quantitative and qualitative factors associated with a loan transaction. The risk grade categorizes the loan into one of
five risk categories, based on information about the ability of borrowers to service the debt. The information includes, among
other factors, current financial information about the borrower, historical payment experience, credit documentation, public
information and current economic trends. These categories assist management in monitoring our credit quality. The following
describes each of the risk categories, which are consistent with the definitions used in guidance promulgated by federal banking
regulators:
• Pass (Loan grades 1-6)—Loans not meeting the criteria below are considered pass. These loans have high credit
characteristics and financial strength. The borrowers at least generate profits and cash flow that are in line with peer
and industry standards and have debt service coverage ratios above loan covenants and our policy guidelines. For some
of these loans, a guaranty from a financially capable party mitigates characteristics of the borrower that might otherwise
result in a lower grade.
• Special Mention (grade 7)—Loans classified as special mention possess some credit deficiencies that need to be
corrected to avoid a greater risk of default in the future. For example, financial ratios relating to the borrower may have
deteriorated. Often, a special mention categorization is temporary while certain factors are analyzed or matters
addressed before the loan is re-categorized as either pass or substandard.
• Substandard (grade 8)—Loans classified as substandard are inadequately protected by the current net worth and paying
capacity of the borrower or the liquidation value of any collateral. If deficiencies are not addressed, it is likely that this
category of loan will result in the Bank incurring a loss. Where a borrower has been unable to adjust to industry or
general economic conditions, the borrower’s loan is often categorized as substandard.
• Doubtful (grade 9)—Doubtful loans are substandard loans with one or more additional negative factors that makes full
collection of amounts outstanding, either through repayment or liquidation of collateral, highly questionable and
improbable.
• Loss (grade 10)—Loans classified as loss have deteriorated to such a point that it is not practicable to defer writing off
the loan. For these loans, all efforts to remediate the loan’s negative characteristics have failed and the value of the
collateral, if any, has severely deteriorated relative to the amount outstanding. Although some value may be recovered
on such a loan, it is not significant in relation to the amount borrowed.
At December 31, 2021 and December 31, 2020, there were no loans classified as loss, while there were $0.7 million
and $0.9 million, respectively, of loans classified as doubtful, $46.8 million and $20.1 million, respectively, of loans classified
as substandard, and $7.3 million and $16.9 million, respectively, of loans classified as special mention as of such dates. Of our
aggregate $54.8 million and $37.9 million doubtful, substandard and special mention loans at December 31, 2021 and December
31, 2020, respectively, $8.6 million and $8.4 million, respectively, were acquired and marked to fair value at the time of their
acquisition. At December 31, 2019, we had no loans classified as loss, and we had doubtful, substandard and special mention
loans of $0.1 million, $8.7 million and $4.4 million, respectively.
An independent loan review is conducted annually, whether internally or externally, on at least 40% of commercial loans utilizing
a risk-based approach designed to maximize the effectiveness of the review. Internal loan review is independent of the loan
underwriting and approval process. In addition, credit analysts periodically review certain commercial loans to identify negative
financial trends related to any one borrower, any related groups of borrowers or an industry. All loans not categorized as pass are
put on an internal watch list, with quarterly reports to the board of directors. In addition, a written status report is maintained by
our special assets division for all commercial loans categorized as substandard or worse. We use this information in connection
with our collection efforts.
If our collection efforts are unsuccessful, collateral securing loans may be repossessed and sold or, for loans secured by real
estate, foreclosure proceedings initiated. The collateral is sold at public auction for fair market value (based upon recent
appraisals), with fees associated with the foreclosure being deducted from the sales price. The purchase price is applied to the
outstanding loan balance. If the loan balance is greater than the sales proceeds, the deficient balance is charged-off.
54
Allowance for Loan Losses. The allowance for loan losses is an amount that management believes will be adequate to absorb
probable losses inherent in the entire loan portfolio. The appropriate level of the allowance is based on an ongoing analysis of
the loan portfolio and represents an amount that management deems adequate to provide for inherent losses, including collective
impairment as recognized under ASC Topic 450, Contingencies. Collective impairment is calculated based on loans grouped by
grade. Another component of the allowance is losses on loans assessed as impaired under ASC 310. The balance of these loans
and their related allowance is included in management’s estimation and analysis of the allowance for loan losses. Other
considerations in establishing the allowance for loan losses include the nature and volume of the loan portfolio, overall portfolio
quality, historical loan loss, review of specific problem loans, and current economic conditions that may affect the borrower’s
ability to pay, as well as trends within each of these factors. The allowance for loan losses is established after input from
management as well as our risk management department and our special assets committee. We evaluate the adequacy of the
allowance for loan losses on a quarterly basis. This evaluation is inherently subjective as it requires estimates that are susceptible
to significant revision as more information becomes available. The allowance for loan losses was $20.9 million at December 31,
2021, an increase compared to $20.4 million at December 31, 2020 and $10.7 million at December 31, 2019. The primary reason
for the increase in the allowance for loan losses at December 31, 2021 and 2020 compared to December 31, 2019 is the change
in economic conditions in response to the COVID-19 pandemic.
A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the
scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Determination
of impairment is treated the same across all classes of loans. Impairment is measured on a loan-by-loan basis for, among others,
all loans of $500,000 or greater, nonaccrual loans and a sample of loans between $250,000 and $500,000. When we identify a
loan as impaired, we measure the extent of the impairment based on the present value of expected future cash flows, discounted
at the loan’s effective interest rate, except when the sole (remaining) source of repayment for the loans is the operation or
liquidation of the collateral. In these cases when foreclosure is probable, we use the current fair value of the collateral, less selling
costs, instead of discounted cash flows. For real estate collateral, the fair value of the collateral is based upon a recent appraisal
by a qualified and licensed appraiser. If we determine that the value of the impaired 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), we recognize impairment
through an allowance estimate or a charge-off recorded against the allowance. When the ultimate collectability of the total
principal of an impaired loan is in doubt and the loan is on nonaccrual, all payments are applied to principal, under the cost
recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on
nonaccrual, contractual interest is credited to interest income when received, under the cash basis method.
Impaired loans at December 31, 2021, which include all TDRs and nonaccrual loans individually evaluated for impairment for
purposes of determining the allowance for loan losses, were $32.8 million compared to $19.2 million at December 31, 2020,
and $2.5 million at December 31, 2019. At December 31, 2021 and December 31, 2020, $0.6 million and $0.2 million,
respectively, of the allowance for loan losses were specifically allocated to impaired loans, while $0.1 million of the allowance
was specifically allocated to such loans at December 31, 2019. The increase in impaired loans at December 31, 2021 compared
to December 31, 2020 was driven by the loan relationship for which we recorded a $21.6 million impairment, as discussed in
Certain Events That Affect Year-over-Year Comparability – Hurricane Ida. Many of the loans comprising the total relationship
were placed on nonaccrual following the impairment.
The provision for loan losses is a charge to income in an amount that management believes is necessary to maintain an adequate
allowance for loan losses. The provision is based on management’s regular evaluation of current economic conditions in our
specific markets as well as regionally and nationally, changes in the character and size of the loan portfolio, underlying collateral
values securing loans, and other factors which deserve recognition in estimating loan losses. For the years ended December 31,
2021, 2020 and 2019, the provision for loan losses was $22.9 million, $11.2 million, and $1.9 million, respectively. The
provision for loan losses for the year ended December 31, 2021 includes a $21.6 million impairment charge related to one loan
relationship impacted by Hurricane Ida, as discussed in Certain Events That Affect Year-over-Year Comparability – Hurricane
Ida . Additional provision for loan losses was recorded in the year ended December 31, 2020 primarily as a result of the
deterioration of market conditions which have been adversely affected by the COVID-19 pandemic. We continue to assess the
impact the pandemic may have on our loan portfolio to determine the need for additional reserves.
Acquired loans that are accounted for under ASC 310-30 were marked to market on the date we acquired the loans to values
which, in management’s opinion, reflected the estimated future cash flows, based on the facts and circumstances surrounding
each respective loan at the date of acquisition. If future cash flows are not reasonably estimable, the Company accounts for the
acquired loans using the cash basis method. We continually monitor these loans as part of our normal credit review and
monitoring procedures for changes in the estimated future cash flows. Because ASC 310-30 does not permit carry over or
recognition of an allowance for loan losses, we may be required to reserve for these loans in the allowance for loan losses through
future provision for loan losses if future cash flows deteriorate below initial projections. We did not increase the allowance for
55
loan losses for loans accounted for under ASC 310-30 during 2021. In 2020, one acquired loan accounted for under ASC 310-
30 required a specific reserve of $0.2 million, which was charged to provision for loan losses.
The following table presents the allocation of the allowance for loan losses by loan category as of the dates indicated (dollars in
thousands).
2021
December 31,
2020
2019
% of Loans
in each
Category
to Total
Loans
% of Loans
in each
Category
to Total
Loans
% of Loans
in each
Category to
Total
Loans
Allowance
for Loan
Losses
Allowance
for Loan
Losses
Allowance
for Loan
Losses
Mortgage loans on real estate:
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Commercial and industrial
Consumer
Total
$
$
2,347
3,337
673
383
9,354
4,411
354
20,859
10.9% $
19.4
3.2
1.1
47.9
16.6
0.9
100% $
2,375
3,370
589
435
8,496
4,558
540
20,363
11.1% $
18.2
3.3
1.4
43.7
21.2
1.1
100% $
1,201
1,490
387
101
4,424
2,609
488
10,700
11.7%
19.0
3.6
1.6
43.2
19.2
1.7
100%
The following table presents the amount of the allowance for loan losses allocated to each loan category as a percentage of total
loans as of the dates indicated (dollars in thousands).
Mortgage loans on real estate:
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Commercial and industrial
Consumer
Total
2021
December 31,
2020
2019
0.12%
0.18
0.04
0.02
0.50
0.23
0.02
1.11%
0.13%
0.18
0.03
0.02
0.46
0.25
0.02
1.09%
0.07%
0.09
0.02
0.01
0.26
0.15
0.03
0.63%
As discussed above, the balance in the allowance for loan losses is principally influenced by the provision for loan losses and by
net loan loss experience. Additions to the allowance are charged to the provision for loan losses. Losses are charged to the
allowance as incurred and recoveries on losses previously charged to the allowance are credited to the allowance at the time
recovery is collected.
The table below reflects the activity in the allowance for loan losses and key ratios for the periods indicated (dollars in thousands).
Allowance at beginning of period
Provision for loan losses
Net charge-offs
Allowance at end of period
Total loans - period end
Nonaccrual loans - period end
$
$
Year ended December 31,
2020
2021
2019
20,363 $
22,885
(22,389)
20,859 $
1,872,012
29,495
10,700 $
11,160
(1,497)
20,363 $
1,860,318
13,506
9,454
1,908
(662)
10,700
1,691,975
5,490
Key Ratios:
Allowance for loan losses to total loans - period end
Allowance for loan losses to nonaccrual loans - period end
Nonaccrual loans to total loans - period end
1.11%
71%
1.58%
1.09%
151%
0.73%
0.63%
195%
0.32%
56
The allowance for loan losses to total loans increased to 1.11% at December 31, 2021 compared to 1.09% at December 31, 2020
while the allowance for loan losses to nonaccrual loans ratio decreased to 71% at December 31, 2021 from 151% at December
31, 2020. The increase in the allowance for loan losses to total loans at December 31, 2021 is primarily due to the increase in the
allowance for loan losses compared to December 31, 2020. The decrease in the allowance for loan losses to nonaccrual loans is
due to the increase in nonaccrual loans primarily due to one loan relationship impacted by Hurricane Ida. Nonaccrual loans
were $29.5 million, or 1.58% of total loans, at December 31, 2021, an increase of $16.0 million compared to $13.5 million, or
0.73% of total loans, at December 31, 2020.
The following table presents the allocation of net (charge offs) recoveries by loan category for the periods indicated (dollars in
thousands).
2021
Year ended December 31,
2020
2019
Ratio of
Net
Charge-
offs to
Average
Loans
Net
(Charge-
offs)
Recoveries
Ratio of
Net
Charge-
offs to
Average
Loans
Net
Charge-
offs
Ratio of
Net
Charge-
offs to
Average
Loans
Average
balance
Average
balance
Net
Charge-
offs
Average
balance
Mortgage loans on
real estate:
Construction and
development
$
1-4 Family
Multifamily
Farmland
Commercial real
estate
Commercial and
(247) $ 211,230
(156) 354,748
60,327
23,128
—
(13)
0.12% $
0.04
—
0.06
47 $ 193,764
(99) 327,521
58,664
—
27,821
—
(0.02)% $
0.03
—
—
(24) $ 170,539
(35) 303,051
55,323
25,089
—
—
0.01 %
0.01
—
—
(10,274) 869,098
1.18
(43) 785,431
0.01
(23) 677,424
—
industrial
Consumer
Total
(11,641) 362,483
21,056
$ (22,389) $ 1,902,070
(58)
3.21
0.28
1.18 $
(1,145) 368,239
24,862
(1,497) $1,786,302
(257)
0.31
1.03
0.08
$
(226) 272,605
(354)
35,855
(662) $1,539,886
0.08
0.99
0.04
Charge-offs reflect the realization of losses in the portfolio that were recognized previously through the provision for loan losses.
Net charge-offs for the year ended December 31, 2021 were $22.4 million, or 1.18% of the average loan balance. Net charge-
offs for
the years ended December 31, 2020 and 2019 were $1.5 million and $0.7 million respectively, equal
to 0.08% and 0.04%, respectively, of the average loan balance for the respective periods. Most of the increase in charge-offs and
deterioration in the credit ratios for the year ended December 31, 2021 was due to charge-offs of $21.6 million in the third quarter
of 2021 due to the impairment charge related to one loan relationship impacted by Hurricane Ida. Commercial and industrial
loans and commercial real estate loans were the categories affected. For the years ended December 31, 2020 and 2019, the largest
category of charge-offs was commercial and industrial loans and consumer loans, respectively. The increase for the year
ended December 31, 2020 was primarily due to the economic impacts of the COVID-19 pandemic.
Management believes the allowance for loan losses at December 31, 2021 is sufficient to provide adequate protection against
losses in our portfolio. Although the allowance for loan losses is considered adequate by management, there can be no assurance
that this allowance will prove to be adequate over time to cover ultimate losses in connection with our loans. This allowance may
prove to be inadequate due to the scope and duration of the COVID-19 pandemic and its continued influence on the economy,
Hurricane Ida and its potential continuing impact to our market areas, other unanticipated adverse changes in the economy, or
discrete events adversely affecting specific customers or industries. Our results of operations and financial condition could be
materially adversely affected to the extent that the allowance is insufficient to cover such changes or events.
Nonperforming assets and restructured loans. Nonperforming assets consist of nonperforming loans and other real estate owned.
Nonperforming loans are those on which the accrual of interest has stopped or loans which are contractually 90 days past due on
which interest continues to accrue. Loans are ordinarily placed on nonaccrual when a loan is specifically determined to be
impaired or when principal and interest is delinquent for 90 days or more. Additionally, management may elect to continue the
accrual when the estimated net available value of collateral is sufficient to cover the principal balance and accrued interest. It is
our policy to discontinue the accrual of interest income on any loan for which we have reasonable doubt as to the payment of
interest or principal. A loan may be returned to accrual status when all the principal and interest amounts contractually due are
57
brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced
by a sustained period of repayment performance by the borrower.
Another category of assets which contributes to our credit risk is TDRs, or restructured loans. A restructured loan is a loan for
which a concession that is not insignificant has been granted to the borrower due to a deterioration of the borrower’s financial
condition and which is performing in accordance with the new terms. Such concessions may include reduction in interest rates,
deferral of interest or principal payments, principal forgiveness and other actions intended to minimize the economic loss and to
avoid foreclosure or repossession of the collateral. We strive to identify borrowers in financial difficulty early and work with
them to modify their loans to more affordable terms before such loan reaches nonaccrual status. In evaluating whether to
restructure a loan, management analyzes the long-term financial condition of the borrower, including guarantor and collateral
support, to determine whether the proposed concessions will increase the likelihood of repayment of principal and interest.
Restructured loans that are not performing in accordance with their restructured terms that are either contractually 90 days past
due or placed on nonaccrual status are reported as nonperforming loans.
There were 29 credits classified as TDRs at December 31, 2021 that totaled approximately $10.5 million, compared to 34 credits
totaling $14.7 million at December 31, 2020. Eleven of the restructured loans were considered TDRs due to modification of
terms through adjustments to maturity, eight of the restructured loans were considered TDRs due to a reduction in the interest
rate to a rate lower than the current market rate, six restructured loans were considered TDRs due to principal payment
forbearance paying interest only for a specified period of time, two of the restructured loans were considered TDRs due to
principal and interest payment forbearance, and two restructured loans were considered TDRs due to a reduction in principal
payments on a modified payment schedule. At December 31, 2021 and 2020, none of the TDRs were in default of their modified
terms and included in nonaccrual loans. At December 31, 2021 and 2020, there were no available balances on loans classified as
TDRs that the Company was committed to lend. The Company individually evaluates each TDR for allowance purposes,
primarily based on collateral value, and excludes these loans from the loan population that is collectively evaluated for
impairment.
Other Real Estate Owned. Other real estate owned consists of properties acquired through foreclosure or acceptance of a deed in
lieu of foreclosure, as well as any properties owned by the Company that are not intended to be used to carry out its operations.
These properties are carried at the lower of cost or fair market value based on appraised value less estimated selling costs. Losses
arising at the time of foreclosure of properties are charged against the allowance for loan losses. Other real estate owned with a
cost basis of $0.9 million and $0.1 million was sold during the years ended December 31, 2021 and 2020, respectively, resulting
in a net loss of $5,000 and a net gain of $12,000 for the respective periods, compared to a cost basis of $5.1 million and a net
gain of $2,000 for the year ended December 31, 2019.
The following table provides details of our other real estate owned as of the dates indicated (dollars in thousands).
1-4 Family
Commercial real estate
Total other real estate owned
December 31,
2021
December 31,
2020
$
$
168 $
2,485
2,653 $
28
635
663
Changes in our other real estate owned are summarized in the table below for the periods indicated (dollars in thousands).
Balance, beginning of period
Additions
Transfers from bank premises and equipment
Sales of other real estate owned
Write-downs
Balance, end of period
Year ended
December 31,
2021
Year ended
December 31,
2020
$
$
663 $
1,023
1,850
(883)
—
2,653 $
133
41
665
(146)
(30)
663
58
Impact of Inflation. Inflation reached a near 40-year high in late 2021 primarily due to effects of the ongoing pandemic, and
continues to be high in 2022. When the rate of inflation accelerates, there is an erosion of consumer and customer purchasing
power. Accordingly, this could impact our business by reducing our tolerance for extending credit, and our customer’s desire to
obtain credit, or causing us to incur additional provisions for loan losses resulting from a possible increased default rate. Inflation
may lead to lower loan re-financings. Inflation may also increase the costs of goods and services we purchase, including the costs
of salaries and benefits. In response to higher inflation, the Federal Reserve is expected to increase interest rates one or more
times in 2022. For additional information, see Interest Rate Risk below, and Item 1A. Risk Factors – Risks Related to our Business
– Changes in interest rates could have an adverse effect on our profitability.
Interest Rate Risk
Market risk is the risk of loss from adverse changes in market prices and rates. Since the majority of our assets and liabilities are
monetary in nature, our market risk arises primarily from interest rate risk inherent in our lending and deposit activities. A sudden
and substantial change in interest rates may adversely impact our earnings and profitability because the interest rates borne by
assets and liabilities do not change at the same speed, to the same extent, or on the same basis. Accordingly, our ability to
proactively structure the volume and mix of our assets and liabilities to address anticipated changes in interest rates, as well as
to react quickly to such fluctuations, can significantly impact our financial results. To that end, management actively monitors
and manages our interest rate risk exposure.
The Asset/Liability Committee (“ALCO”) has been authorized by the board of directors to implement our asset/liability
management policy, which establishes guidelines with respect to our exposure to interest rate fluctuations, liquidity, loan limits
as a percentage of funding sources, exposure to correspondent banks and brokers and reliance on non-core deposits. The goal of
the policy is to enable us to maximize our interest income and maintain our net interest margin without exposing the Bank to
excessive interest rate risk, credit risk and liquidity risk. Within that framework, the ALCO monitors our interest rate sensitivity
and makes decisions relating to our asset/liability composition.
Net interest income simulation is the Bank’s primary tool for benchmarking near term earnings exposure. Given the ALCO’s
objective to understand the potential risk/volatility embedded within the current mix of assets and liabilities, standard rate
scenario simulations assume total assets remain static (i.e. no growth).
The Bank may also use a standard gap report in its interest rate risk management process. The primary use for the gap report is
to provide supporting detailed information to the ALCO’s discussion. The Bank has particular concerns with the utility of the
gap report as a risk management tool because of difficulties in relating gap directly to changes in net interest income. Hence, the
income simulation is the key indicator for earnings-at-risk since it expressly measures what the gap report attempts to estimate.
Short term interest rate risk management tactics are decided by the ALCO where risk exposures exist out into the 1 to 2-year
horizon. Tactics are formulated and presented to the ALCO for discussion, modification, and/or approval. Such tactics may
include asset and liability acquisitions of appropriate maturities in the cash market, loan and deposit product/pricing strategy
modification, and derivatives hedging activities to the extent such activity is authorized by the board of directors.
Since the impact of rate changes due to mismatched balance sheet positions in the short-term can quickly and materially affect
the current year’s income statement, they require constant monitoring and management.
Within the gap position that management directs, we attempt to structure our assets and liabilities to minimize the risk of either
a rising or falling interest rate environment. We manage our gap position for time horizons of one month, two months, three
months, four to six months, seven to twelve months, 13-24 months, 25-36 months, 37-60 months and more than 60 months. The
goal of our asset/liability management is for the Bank to maintain a net interest income at risk in an up or down 100 basis point
environment at less than (5)%. At December 31, 2021, the Bank was within the policy guidelines for asset/liability management.
59
The following table depicts the estimated impact on net interest income of immediate changes in interest rates at the specified
levels for the periods presented.
As of December 31, 2021
Changes in Interest Rates
(in basis points)
+300
+200
+100
-100
Estimate
Increase/Decrease in
Net Interest Income (1)
3.5%
2.3%
1.8%
(4.5)%
(1) The percentage change in this column represents the projected net interest income for 12 months on a flat balance sheet in a
stable interest rate environment versus the projected net interest income in the various rate scenarios.
The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding
characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience,
business plans and published industry experience. Key assumptions include asset prepayment speeds, competitive factors, the
relative price sensitivity of certain assets and liabilities, and the expected life of non-maturity deposits. However, there are a
number of factors that influence the effect of interest rate fluctuations on us which are difficult to measure and predict. For
example, a rapid drop in interest rates might cause our loans to repay at a more rapid pace and certain mortgage-related
investments to prepay more quickly than projected. This could mitigate some of the benefits of falling rates as are expected when
we are in a negatively-gapped position. Conversely, a rapid rise in rates could give us an opportunity to increase our margins and
stifle the rate of repayment on our mortgage-related loans which would increase our returns. As a result, because these
assumptions are inherently uncertain, actual results will differ from simulated results.
Liquidity and Capital Resources
Liquidity. Liquidity is a measure of the ability to fund loan commitments and meet deposit maturities and withdrawals in a timely
and cost-effective way. Cash flow requirements can be met by generating net income, attracting new deposits, converting assets
to cash or borrowing funds. While maturities and scheduled amortization of loans and securities are predictable sources of funds,
deposit outflows, loan prepayments, and borrowings are greatly influenced by general interest rates, economic conditions, and
the competitive environment in which we operate. To minimize funding risks, we closely monitor our liquidity position through
periodic reviews of maturity profiles, yield and rate behaviors, and loan and deposit forecasts. Excess short-term liquidity is
usually invested in overnight federal funds sold.
Our core deposits, which are deposits excluding time deposits greater than $250,000 and deposits of municipalities and other
political entities, are our most stable source of liquidity to meet our cash flow needs due to the nature of the long-term
relationships generally established with our customers. Maintaining the ability to acquire these funds as needed in a variety of
markets, and within ALCO compliance targets, is essential to ensuring our liquidity. At December 31, 2021 and 2020, 81% and
69% of our total assets, respectively, were funded by core deposits.
Our investment portfolio is another alternative for meeting our cash flow requirements. Investment securities generate cash flow
through principal payments and maturities, and they generally have readily available markets that allow for their conversion to
cash. Some securities are pledged to secure certain deposit types or short-term borrowings (such as FHLB advances), which
impacts their liquidity. At December 31, 2021, securities with a carrying value of $118.2 million were pledged to secure deposits
or borrowings, compared to $84.6 million in pledged securities at December 31, 2020.
Other sources available for meeting liquidity needs include advances from the FHLB, repurchase agreements and other
borrowings. FHLB advances are primarily used to match-fund fixed rate loans in order to minimize interest rate risk and also
may be used to meet day to day liquidity needs, particularly if the prevailing interest rate on an FHLB advance compares favorably
to the rates that we would be required to pay to attract deposits. At December 31, 2021, the balance of our outstanding advances
with the FHLB was $78.5 million, a decrease from $120.5 million at December 31, 2020. The total amount of the remaining
credit available to us from the FHLB at December 31, 2021 was $845.9 million. At December 31, 2021, our FHLB borrowings
were collateralized by approximately $932.4 million of the Company’s loan portfolio and $1.3 million of the Company’s
investment securities.
60
Repurchase agreements are contracts for the sale of securities which we own with a corresponding agreement to repurchase those
securities at an agreed upon price and date. Our policies limit the use of repurchase agreements to those collateralized by U.S.
Treasury and agency securities. We had $5.8 million of repurchase agreements outstanding at December 31, 2021, compared
to $5.7 million at December 31, 2020.
We maintain unsecured lines of credit with FNBB and TIB totaling $60.0 million. These lines of credit are federal funds lines of
credit and are used for overnight borrowing only. There were no outstanding balances on our unsecured lines of credit
at December 31, 2021 or 2020.
In addition, at December 31, 2021 and 2020 we had $43.6 million in aggregate principal amount of subordinated debt outstanding,
respectively. For additional information, see Note 11, Subordinated Debt Securities in the Notes to Consolidated Financial
Statements contained in Item 8. Financial Statements and Supplementary Data, and see Discussion and Analysis of Financial
Condition – Borrowings above.
Our liquidity strategy is focused on using the least costly funds available to us in the context of our balance sheet composition
and interest rate risk position. Accordingly, we target growth of noninterest-bearing deposits. Although we cannot directly control
the types of deposit instruments our customers choose, we can influence those choices with the interest rates and deposit specials
we offer. As of December 31, 2021, we had no brokered deposits compared to $80.0 million at December 31, 2020. We used
brokered deposits to satisfy borrowings under certain interest rate swap agreements that terminated during 2021. We also hold
QwickRate® deposits, included in our time deposit balances, to address liquidity needs when rates on such deposits compare
favorably with deposit rates in our markets. At December 31, 2021, we held $63.8 million of QwickRate® deposits, a
decrease compared to $123.1 million at December 31, 2020.
The following table presents, by type, our funding sources, which consist of total average deposits and borrowed funds, as a
percentage of total funds and the total cost of each funding source for the years ended December 31, 2021 and 2020.
Noninterest-bearing demand
Interest-bearing demand
Brokered deposits
Savings deposits
Time deposits
Short-term borrowings
Borrowed funds
Total deposits and borrowed funds
Percentage of Total
Average Deposits and
Borrowed Funds
Cost of Funds
Year ended December 31, Year ended December 31,
2021
2020
2021
2020
24%
37
3
7
22
1
6
100%
21%
31
1
6
32
3
6
100%
—%
0.28
0.92
0.15
0.81
0.20
3.26
0.51%
—%
0.58
0.87
0.31
1.76
1.09
3.26
1.00%
Capital Management. Our primary sources of capital include retained earnings, capital obtained through acquisitions and
proceeds from the sale of our capital stock and subordinated debt. We may issue capital stock and debt securities from time to
time to fund acquisitions and support our organic growth. During 2019, we issued $25.0 million of subordinated notes and during
2017 we issued $18.6 million of subordinated notes, both structured to qualify as Tier 2 capital for regulatory capital purposes.
For additional information see Discussion and Analysis of Financial Condition – Borrowings.
In 2019, we issued 1,290,323 shares of common stock for net proceeds of $28.5 million. We also issued 763,849 shares of
common stock in connection with our acquisition of Mainland in 2019 and 799,559 shares of common stock in connection with
our acquisition of BOJ in 2017. During 2021, we paid $3.1 million in dividends, compared to $2.7 million in 2020 and $2.2
million in 2019. Our board of directors has authorized a share repurchase program and during 2021 we paid $6.9 million to
repurchase our shares, compared to $11.1 million in 2020 and $8.3 million in 2019. On March 17, 2021, the board of directors
approved an additional 300,000 shares of the Company’s common stock for repurchase. On May 19, 2021, the board of directors
approved an additional 200,000 shares of the Company’s common stock for repurchase through July 31, 2021. At December 31,
2021, we had 205,692 shares of our common stock remaining authorized for repurchase under the program.
61
For additional information, see Notes 2, 11 and 14 to our consolidated financial statements. We are subject to restrictions on
dividends under applicable banking laws and regulations. Please refer to the discussion under the heading “Supervision and
Regulation – Dividends” in Item 1. Business, for more information. We are also subject to additional legal and contractual
restrictions on dividends. Please refer to the discussion under the heading “Dividend Policy” in Item 5. Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and under the heading “Common Stock
– Dividend Restrictions” in Note 14, Stockholders' Equity in the Notes to Consolidated Financial Statements contained in Item
8. Financial Statements and Supplementary Data.
We are subject to various regulatory capital requirements administered by the Federal Reserve and the OCC. These requirements
are described in greater detail under the heading “Supervision and Regulation – Regulatory Capital Requirements” of Item 1.
Business. Those guidelines specify capital tiers, which include the following classifications:
Tier 1 Leverage
Ratio
5% or above
4% or above
Less than 4%
Less than 3%
Capital Tiers(1)
Well capitalized
Adequately capitalized
Undercapitalized
Significantly
undercapitalized
Critically
undercapitalized
Common Equity Tier 1
Capital Ratio
6.5% or above
4.5% or above
Less than 4.5%
Tier 1 Capital
Ratio
8% or above
6% or above
Less than 6%
Total Capital
Ratio
10% or above
8% or above
Less than 8%
Less than 3%
Less than 4%
Less than 6%
Ratio of Tangible to
Total Asset
2% or less
(1)
In order to be well capitalized or adequately capitalized, a bank must satisfy each of the required ratios in the table. In order to be
undercapitalized or significantly undercapitalized, a bank would need to fall below just one of the relevant ratio thresholds in the table.
In order to be well capitalized, the Bank cannot be subject to any written agreement or order requiring it to maintain a specific level of
capital for any capital measure.
The Company and the Bank each were in compliance with all regulatory capital requirements as of December 31, 2021, 2020
and 2019. The Bank also was considered “well-capitalized” under the OCC’s prompt corrective action regulations as of these
dates.
62
The following table presents the actual capital amounts and regulatory capital ratios for the Company and the Bank as of the
dates presented (dollars in thousands).
December 31, 2021
Investar Holding Corporation:
Tier 1 capital to average assets (leverage)
Tier 1 common equity to risk-weighted assets
Tier 1 capital to risk-weighted assets
Total capital to risk-weighted assets
Investar Bank:
Tier 1 capital to average assets (leverage)
Tier 1 common equity to risk-weighted assets
Tier 1 capital to risk-weighted assets
Total capital to risk-weighted assets
December 31, 2020
Investar Holding Corporation:
Tier 1 capital to average assets (leverage)
Tier 1 common equity to risk-weighted assets
Tier 1 capital to risk-weighted assets
Total capital to risk-weighted assets
Investar Bank:
Tier 1 capital to average assets (leverage)
Tier 1 common equity to risk-weighted assets
Tier 1 capital to risk-weighted assets
Total capital to risk-weighted assets
Actual
Minimum Capital
Requirement to be Well
Capitalized
Amount
Ratio
Amount
Ratio
$
$
206,899
197,399
206,899
271,416
244,541
244,541
244,541
266,069
215,750
209,250
215,750
279,253
237,684
237,684
237,684
258,291
8.12% $
9.45
9.90
12.99
9.60
11.72
11.72
12.75
9.49% $
11.02
11.36
14.71
10.47
12.53
12.53
13.62
—
—
—
—
—%
—
—
—
127,313
135,651
166,956
208,694
5.00
6.50
8.00
10.00
—
—
—
—
—%
—
—
—
113,546
123,268
151,714
189,642
5.00
6.50
8.00
10.00
Swap Contracts. The Bank enters into interest rate swap contracts, some of which are forward starting, to manage exposure
against the variability in the expected future cash flows (future interest payments) attributable to changes in the 1-month LIBOR
associated with the forecasted issuances of 1-month fixed rate debt arising from a rollover strategy. An interest rate swap is an
agreement whereby one party agrees to pay a fixed rate of interest on a notional principal amount in exchange for receiving a
floating rate of interest on the same notional amount for a predetermined period of time, from a second party. The maximum
length of time over which the Bank is currently hedging its exposure to the variability in future cash flows for forecasted
transactions is approximately 7.6 years. At December 31, 2021, the Bank had no current interest rate swap agreements compared
to current interest rate swap agreements with a total notional amount of $80.0 million at December 31, 2020, and forward starting
interest rate swap agreements with a total notional amount $115.0 million compared to $140.0 million at December 31, 2020.
In September 2021, the Company voluntarily terminated interest rate swaps with a total notional amount of $150.0 million in
response to market conditions and as a result of excess liquidity. Unrealized gains of $1.4 million, net of tax expense of $0.4
million, were reclassified from “Accumulated other comprehensive income” and recorded as “Swap termination fee income” in
noninterest income in the accompanying consolidated statement of income for the year ended December 31, 2021. The Company
used brokered deposits to satisfy the borrowings required by the swap agreements due to more favorable pricing. Accordingly,
the Company had no brokered deposits at December 31, 2021.
For the year ended December 31, 2021, a gain of $5.3 million, net of a $1.4 million tax expense, was recognized in “Other
comprehensive (loss) income” (“OCI”) in the accompanying consolidated statements of other comprehensive income for the
change in fair value of the interest rate swap contracts. For the years ended December 31, 2020 and December 31, 2019,
a loss of $2.3 million, net of a $0.6 tax benefit, and a gain of $51,000, net of a $14,000 tax expense, respectively, was recognized
in OCI in the accompanying consolidated statements of other comprehensive income for the change in fair value of the interest
rate swap contracts.
The Company also enters into interest rate swap contracts that allow commercial loan customers to effectively convert a variable-
rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a
variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the
customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third
63
party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the
customers and third parties are not designated as hedges under FASB ASC Topic 815, Derivatives and Hedging, and are marked
to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark
interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair
value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB
ASC Topic 820, Fair Value Measurements. The Company did not recognize any gains or losses in other income resulting from
fair value adjustments during the years ended December 31, 2021 and 2020.
Unfunded Commitments. The Bank enters into loan commitments and standby letters of credit in the normal course of its business.
Loan commitments are made to meet the financing needs of our customers, while standby letters of credit commit the Bank to
make payments on behalf of customers when certain specified future events occur. The credit risks associated with loan
commitments and standby letters of credit are essentially the same as those involved in making loans to our customers.
Accordingly, our normal credit policies apply to these arrangements. Collateral (e.g., securities, receivables, inventory,
equipment, etc.) is obtained based on management’s credit assessment of the customer. The credit risk associated with these
commitments is evaluated in a manner similar to the allowance for loan losses. The reserve for unfunded lending commitments
is included in other liabilities in the balance sheet. At December 31, 2021 and 2020, the reserve for unfunded loan commitments
was $0.7 million and $0.2 million, respectively.
Loan commitments and standby letters of credit do not necessarily represent future cash requirements, in that while the customer
typically has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon
in full or at all. Virtually all of our standby letters of credit expire within one year. Our unfunded loan commitments and standby
letters of credit outstanding are summarized below as of the dates indicated (dollars in thousands).
Commitments to extend credit:
Loan commitments
Standby letters of credit
December 31,
2021
December 31,
2020
$
349,701 $
18,259
266,039
14,420
The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic
conditions and adjusts these commitments as necessary. The Company will continue this process as new commitments are entered
into or existing commitments are renewed.
Additionally, at December 31, 2021, the Company had unfunded commitments of $1.9 million for its investment in Small
Business Investment Company qualified funds.
For each of the years ended December 31, 2021 and 2020, we engaged in no off-balance sheet transactions reasonably likely to
have a material effect on our financial condition, results of operations, or cash flows currently or in the future.
Lease Obligations.
The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch
operations. The Company’s branch locations operated under lease agreements have all been designated as operating leases. The
Company does not lease equipment under operating leases, nor does it have leases designated as finance leases.
The following table presents, as of December 31, 2021, contractually obligated lease payments due under non-cancelable
operating leases by payment date (dollars in thousands).
Less than one year
One to three years
Three to five years
Over five years
Total
$
$
598
1,110
815
1,354
3,877
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The information contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Risk Management hereof is incorporated herein by reference.
64
Item 8. Financial Statements and Supplementary Data
Management’s Report on Internal Control over Financial Reporting
To the Stockholders and Board of Directors
Investar Holding Corporation
Baton Rouge, Louisiana
Investar Holding Corporation (the “Company”) is responsible for the preparation, integrity and fair presentation of the
consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this
annual report have been prepared in conformity with accounting principles generally accepted in the United States of America
and necessarily include some amounts that are based on management’s best estimates and judgments.
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the United States of America and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by
management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as
they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility
that a control can be circumvented or overridden, and misstatements due to error or fraud may occur and not be detected. Also,
because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of
internal control will provide only reasonable assurance with respect to financial statement preparation.
Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an
assessment of the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2021,
based on criteria for effective internal control over financial reporting described in the “Internal Control - Integrated Framework,”
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment,
management has concluded that, as of December 31, 2021, the Company’s system of internal control over financial reporting is
effective and meets the criteria of the “Internal Control – Integrated Framework.”
HORNE LLP, the Company’s independent registered public accounting firm that has audited the Company’s financial statements
included in this annual report, has issued an attestation report on the Company’s internal control over financial reporting which
is included herein.
Date: March 9, 2022
Date: March 9, 2022
By: /s/ John J. D’Angelo
John J. D’Angelo
President and Chief Executive Officer
By: /s/ Christopher L. Hufft
Christopher L. Hufft
Executive Vice President and Chief Financial Officer
65
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Investar Holding Corporation
Opinion on the Internal Control Over Financial Reporting
We have audited Investar Holding Corporation's (the “Company”) internal control over financial reporting as of December 31,
2021, based on criteria established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2021, based on criteria established in the Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the
“PCAOB”), the consolidated financial statements of the Company as of December 31, 2021 and our report dated March 9, 2022
expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting in the accompanying Report on Management's
Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required
to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ HORNE LLP
Baton Rouge, Louisiana
March 9, 2022
66
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Investar Holding Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Investar Holding Corporation (the “Company”) as of
December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in
stockholders’ equity, and cash flows, for the two years ended December 31, 2021, and the related notes to the consolidated
financial statements (collectively, referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations
and its cash flows for the two years ended December 31, 2021 and 2020, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the
“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021 and 2020, based on criteria
established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission in 2013, and our report dated March 9, 2022, expressed an unqualified opinion on the effectiveness of
the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are
material to the financial statements and (ii) involved especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which it relates.
Allowance for Loan Losses
Description of the Matter
As described in Notes 1 and 4 to the financial statements, the Company’s allowance for loan losses is a valuation allowance that
reflects the Company’s estimation of incurred losses in its loan portfolio to the extent they are both probable and reasonable to
estimate. The allowance for loan losses was $20,859,000 at December 31, 2021, which consists of two components; the allowance
for loans individually evaluated for impairment (“specific reserves”) and the allowance for loans collectively evaluated for
impairment (“general reserves”).
67
The Company’s general reserves include reserves based on historical charge-off factors and qualitative general reserve factors.
The component for qualitative general reserve factors involves an evaluation of items which are not yet reflected in the factors
for historical charge-offs including changes in: lending policies and procedures, economic and business conditions, nature and
volume of the portfolio, lending staff, volume and severity of delinquent loans, loan review systems, collateral values, and
concentrations of credit. The evaluation of these items results in qualitative general reserve factors, which contribute significantly
to the general reserve component of the estimate of the allowance for loan losses.
How we Addressed the Matter in Our Audit
We identified management’s estimate of the aggregate effect of the qualitative reserve factors on the allowance for loan losses
as a critical audit matter as it involved subjective auditor judgment. Management’s determination of qualitative general reserve
factors involved especially subjective judgment because management's estimate relies on qualitative analysis to determine the
quantitative impact the items have on the allowance.
The primary audit procedures we performed to address this critical audit matter included:
Evaluated the design and tested the operating effectiveness of controls over the determination of items used to estimate the
qualitative general reserve factors, including controls addressing:
a. The data used as the basis for the adjustments relating to qualitative general reserve factors.
b. Management’s determination of loans excluded from qualitative general reserve factors calculation.
c. Management’s review of the qualitative and quantitative conclusions related to the qualitative general reserve factors
and the resulting allocation to the allowance.
Substantively tested the general reserves related to qualitative general reserve factors which included:
a. Evaluation of the completeness and accuracy of data inputs used as a basis for the adjustments relating to the qualitative
general reserve factors.
b. Evaluation of loans excluded from the qualitative general reserve calculation for propriety of classification.
c. Evaluation of the reasonableness of management’s judgments related to the qualitative and quantitative assessment of
the data used in the determination of qualitative general reserve factors and the resulting allocation to the allowance.
Our evaluation considered the weight of confirming and disconfirming evidence from internal and external sources,
loan portfolio performance and third-party data, and whether management’s assumptions were applied consistently
period to period.
/s/ HORNE LLP
We have served as the Company’s auditor since 2020.
Baton Rouge, Louisiana
March 9, 2022
68
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Investar Holding Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income, comprehensive income, changes in stockholders' equity
and cash flows for the year ended December 31, 2019 and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its
operations and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Ernst & Young LLP
New Orleans, Louisiana
March 13, 2020
69
INVESTAR HOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
ASSETS
Cash and due from banks
Interest-bearing balances due from other banks
Federal funds sold
Cash and cash equivalents
Available for sale securities at fair value (amortized cost of $356,639 and $263,913,
respectively)
Held to maturity securities at amortized cost (estimated fair value of $10,727 and
$12,649, respectively)
Loans held for sale
Loans, net of allowance for loan losses of $20,859 and $20,363, respectively
Equity securities
Bank premises and equipment, net of accumulated depreciation of $19,149 and
$15,830, respectively
Other real estate owned, net
Accrued interest receivable
Deferred tax asset
Goodwill and other intangible assets, net
Bank owned life insurance
Other assets
Total assets
LIABILITIES
Deposits:
Noninterest-bearing
Interest-bearing
Total deposits
Advances from Federal Home Loan Bank
Repurchase agreements
Subordinated debt, net of unamortized issuance costs
Junior subordinated debt
Accrued taxes and other liabilities
Total liabilities
STOCKHOLDERS’ EQUITY
Preferred stock, no par value per share; 5,000,000 shares authorized
Common stock, $1.00 par value per share; 40,000,000 shares authorized; 10,343,494
and 10,608,869 shares issued and outstanding, respectively
Surplus
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2021
2020
$
38,601 $
57,940
500
97,041
25,672
9,696
—
35,368
355,509
268,410
10,255
620
1,851,153
16,803
58,080
2,653
11,355
2,239
44,036
51,074
12,385
2,513,203 $
585,465 $
1,534,801
2,120,266
78,500
5,783
42,989
8,384
14,683
2,270,605
12,434
—
1,839,955
16,599
56,303
663
12,969
1,360
32,232
38,908
5,980
2,321,181
448,230
1,439,594
1,887,824
120,500
5,653
42,897
5,949
15,074
2,077,897
—
—
10,343
154,932
76,160
1,163
242,598
2,513,203 $
10,609
159,485
71,385
1,805
243,284
2,321,181
$
$
$
See accompanying notes to the consolidated financial statements.
70
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except share data)
For the years ended December 31,
2020
2019
2021
INTEREST INCOME
Interest and fees on loans
Interest on investment securities
Other interest income
Total interest income
INTEREST EXPENSE
Interest on deposits
Interest on borrowings
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
NONINTEREST INCOME
Service charges on deposit accounts
Gain on sale of investment securities, net
Loss on sale or disposition of fixed assets, net
(Loss) gain on sale of other real estate owned, net
Swap termination fee income
Gain on sale of loans
Servicing fees and fee income on serviced loans
Interchange fees
Income from bank owned life insurance
Change in the fair value of equity securities
Other operating income
Total noninterest income
Income before noninterest expense
NONINTEREST EXPENSE
Depreciation and amortization
Salaries and employee benefits
Occupancy
Data processing
Marketing
Professional fees
Acquisition expense
Other operating expenses
Total noninterest expense
Income before income tax expense
Income tax expense
Net income
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Cash dividends declared per common share
$
90,230 $
4,500
812
95,542
87,365 $
5,613
816
93,794
7,487
4,241
11,728
83,814
22,885
60,929
2,422
2,321
(408)
(5)
1,835
199
204
1,920
1,146
214
2,194
12,042
72,971
4,988
35,527
2,753
3,112
275
1,585
2,448
12,374
63,062
9,909
1,909
8,000 $
15,376
4,884
20,260
73,534
11,160
62,374
1,917
2,289
(38)
12
—
—
379
1,414
894
268
4,961
12,096
74,470
4,570
33,378
2,236
3,069
333
1,519
1,062
10,964
57,131
17,339
3,450
13,889 $
0.77 $
0.76
0.31
1.27 $
1.27
0.25
$
$
80,954
7,440
1,049
89,443
19,307
5,318
24,625
64,818
1,908
62,910
1,840
262
(11)
2
—
—
593
1,114
703
341
1,372
6,216
69,126
3,462
28,643
1,837
2,360
260
1,189
2,090
8,327
48,168
20,958
4,119
16,839
1.68
1.66
0.23
See accompanying notes to the consolidated financial statements.
71
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
Net income
Other comprehensive (loss) income:
Unrealized (loss) gain on investment securities:
For the years ended December 31,
2019
2020
2021
$
8,000 $
13,889 $
16,839
Unrealized (loss) gain, available for sale, net of tax (benefit) expense of
($694), $1,068, and $1,362, respectively
(2,611)
4,017
5,123
Reclassification of realized gain, net of tax expense of $488, $481, and
$56, respectively
Unrealized loss, transfer from available for sale to held to maturity, net
of tax benefit of $0 for all respective periods
Fair value of derivative financial instruments
Change in fair value of interest rate swap designated as a cash flow
hedge, net of tax expense (benefit) of $1,396, ($610), and $14,
respectively
Reclassification of realized gain, interest rate swap termination, net of
tax expense of $385, $0, and $0, respectively
Total other comprehensive (loss) income
Total comprehensive income
(1,833)
(1,808)
(206)
(1)
(1)
(1)
5,253
(2,294)
51
(1,450)
(642)
7,358 $
—
(86)
13,803 $
—
4,967
21,806
$
See accompanying notes to the consolidated financial statements.
72
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Amounts in thousands, except share data)
Balance, December 31, 2018
Common stock issued in offering, net of direct
costs of $1,475
Common stock issued in acquisition, net of
issuance costs
Surrendered shares
Shares repurchased
Options exercised
Dividends declared, $0.23 per share
Stock-based compensation
Net income
Other comprehensive income, net
Balance, December 31, 2019
Stock issuance costs
Surrendered shares
Shares repurchased
Options exercised
Dividends declared, $0.25 per share
Stock-based compensation
Net income
Other comprehensive loss, net
Balance, December 31, 2020
Surrendered shares
Shares repurchased
Options exercised
Dividends declared, $0.31 per share
Stock-based compensation
Net income
Other comprehensive loss, net
Balance, December 31, 2021
Accumulated
Other
Retained Comprehensive Stockholders’
Total
Surplus Earnings Income (Loss)
Equity
130,133 $
45,721 $
(3,076) $
182,262
Common
Stock
$
9,484 $
1,290
27,235
—
—
28,525
764
(11)
(360)
21
—
41
—
—
11,229 $
—
(15)
(662)
3
—
54
—
—
10,609 $
(19)
(359)
47
—
65
—
—
10,343 $
17,873
(272)
(7,966)
266
—
1,389
—
—
168,658 $
(57)
(299)
(10,450)
43
—
1,590
—
—
159,485 $
(348)
(6,566)
685
—
1,676
—
—
154,932 $
—
—
—
—
(2,362)
—
16,839
—
60,198 $
—
—
—
—
(2,702)
—
13,889
—
71,385 $
—
—
—
(3,225)
—
8,000
—
76,160 $
$
$
$
—
—
—
—
—
—
—
4,967
1,891 $
—
—
—
—
—
—
—
(86)
1,805 $
—
—
—
—
—
—
(642)
1,163 $
18,637
(283)
(8,326)
287
(2,362)
1,430
16,839
4,967
241,976
(57)
(314)
(11,112)
46
(2,702)
1,644
13,889
(86)
243,284
(367)
(6,925)
732
(3,225)
1,741
8,000
(642)
242,598
See accompanying notes to the consolidated financial statements.
73
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
For the years ended December 31,
2020
2021
2019
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating
$
8,000 $
13,889 $
16,839
activities:
Depreciation and amortization
Provision for loan losses
Amortization of purchase accounting adjustments
Provision for other real estate owned
Net amortization of securities
Gain on sale of investment securities, net
Loss on sale or disposition of fixed assets, net
Loss (gain) on sale of other real estate owned, net
FHLB stock dividend
Stock-based compensation
Deferred taxes
Net change in value of bank owned life insurance
Amortization of subordinated debt issuance costs
Change in the fair value of equity securities
Loans held for sale:
Originations
Proceeds from sales
Gain on sale of loans
Net change in:
Accrued interest receivable
Other assets
Accrued taxes and other liabilities
Net cash provided by operating activities
Cash flows from investing activities
Proceeds from sales of investment securities available for sale
Purchases of securities available for sale
Proceeds from maturities, prepayments and calls of investment securities
available for sale
Proceeds from maturities, prepayments and calls of investment securities held
to maturity
Proceeds from redemption or sale of equity securities
Purchases of equity securities
Net decrease (increase) in loans
Proceeds from sales of other real estate owned
Purchases of other real estate owned
Proceeds from insurance claims
Proceeds from sales of fixed assets
Purchases of fixed assets
Purchase of bank owned life insurance
Purchase of other investments
Proceeds from sales of other investments
Distributions from investments
Cash acquired from Mainland Bank
Cash acquired from Bank of York, net of cash paid
Cash paid for acquisition of PlainsCapital branches, net of cash acquired
Cash acquired from acquisition of Cheaha Financial Group, net of cash paid
Net cash provided by (used in) investing activities
74
4,988
22,885
(1,560)
—
3,484
(2,321)
408
5
(40)
1,741
(547)
(1,143)
92
(214)
(10,235)
9,814
(199)
2,451
(3,086)
(1,042)
33,481
4,570
11,160
(1,112)
30
2,825
(2,289)
38
(12)
(134)
1,644
(1,388)
(894)
71
(268)
—
—
—
(5,056)
(953)
(4,372)
17,749
3,462
1,908
(1,425)
18
712
(262)
11
(2)
(336)
1,430
153
(703)
53
(341)
—
—
—
(1,925)
(2,015)
990
18,567
137,803
(255,455)
56,466
(127,123)
65,834
(110,431)
84,729
64,348
39,578
2,149
574
(523)
86,967
878
(501)
—
194
(3,318)
(8,000)
(233)
—
23
—
—
—
8,112
53,399
1,938
9,283
(6,165)
(124,736)
158
—
232
—
(7,590)
(6,000)
—
1,762
93
—
—
(10,809)
—
(148,143)
1,623
2,986
(7,040)
(162,025)
5,150
—
—
—
(7,918)
(5,023)
(95)
—
162
38,365
35,771
—
—
(103,063)
INVESTAR HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Amounts in thousands)
For the years ended December 31,
2020
2021
2019
Cash flows from financing activities
Net increase in customer deposits
Net increase (decrease) in repurchase agreements
Net decrease in short-term FHLB advances
Proceeds from long-term FHLB advances
Repayment of long-term FHLB advances
Cash dividends paid on common stock
Payments to repurchase common stock
Proceeds from common stock offering, net of issuance costs
Proceeds from stock options exercised
Proceeds from subordinated debt, net of issuance costs
Payments of stock issuance costs
Net cash (used in) provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Income taxes
Interest on deposits and borrowings
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
ACTIVITIES
Transfer from loans to other real estate owned
Transfer from bank premises and equipment to other real estate owned
25,946
130
(42,000)
—
—
(3,090)
(6,925)
—
732
—
—
(25,207)
61,673
35,368
97,041 $
143,318
2,658
(8,000)
—
(3,100)
(2,686)
(11,112)
—
46
—
(57)
121,067
(9,327)
44,695
35,368 $
153,403
(9,329)
(86,400)
23,500
(12,000)
(2,167)
(8,326)
28,525
287
24,558
—
112,051
27,555
17,140
44,695
4,207 $
11,817
4,336 $
20,702
4,190
24,396
521 $
1,850
41 $
665
133
—
$
$
$
See accompanying notes to the consolidated financial statements.
75
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Investar Holding Corporation (the “Company”) is a financial holding company headquartered in Baton Rouge, Louisiana, that
provides, through its wholly-owned subsidiary, Investar Bank, National Association (the “Bank”), full banking services,
excluding trust services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses
throughout its markets in south Louisiana, southeast Texas and Alabama.
Basis of Presentation
The consolidated financial statements of Investar Holding Corporation and its wholly-owned subsidiary, the Bank, have been
prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and to generally
accepted practices within the banking industry.
Segments
While our chief decision maker monitors the revenue streams of the various banking products and services, operations are
managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company’s banking
operations are considered by management to be aggregated in one reportable operating segment. Because the overall banking
operations comprise substantially all of the consolidated operations, no separate segment disclosures are presented in the
accompanying consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. All
significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates, and such differences could be material.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan
losses. While management uses available information to recognize losses on loans, future additions to the allowance may be
necessary based on changes in local economic conditions, changes in conditions of our borrowers' industries or changes in the
condition of individual borrowers. In addition, regulatory agencies, as an integral part of their examination process, periodically
review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance
based on their judgments about information available to them at the time of their examination. Because of these factors, it is
reasonably possible that the allowance for loan losses may change materially in the near term. However, the amount of the change
that is reasonably possible cannot be estimated.
Other estimates that are susceptible to significant change in the near term relate to the allowance for off-balance sheet credit
losses, the fair value of stock-based compensation awards, the determination of other-than-temporary impairments of securities,
and the fair value of financial instruments and goodwill.
The ongoing COVID-19 pandemic has made certain estimates more challenging, including those discussed above, as the
pandemic is unprecedented in recent history, continues to evolve, and its future effects are impossible to predict with any
certainty.
76
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Investment Securities
The Company’s investments in securities are accounted for in accordance with applicable guidance contained in the Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which requires the classification of
securities into one of the following categories:
• Securities to be held to maturity (“HTM”): bonds, notes, and debentures for which the Company has the positive intent
and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest
income using the interest method over the period to maturity.
• Securities available for sale (“AFS”): available for sale securities consist of bonds, notes, and debentures that are
available to meet the Company’s operating needs. These securities are reported at fair value.
Unrealized holding gains and losses, net of tax, on available for sale securities are reported as a net amount in other
comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the
terms of the securities. Realized gains and losses on the sale of debt and equity securities are determined using the specific-
identification method and average price method, respectively.
The Company follows FASB guidance related to the recognition and presentation of other-than-temporary impairment. The
guidance specifies that if an entity does not have the intent to sell a debt security prior to recovery, the security would not be
considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and
it is more likely than not that the entity will not have to sell the security before recovery of its cost basis, it will recognize the
credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other
comprehensive income.
Loans
The Company’s loan portfolio categories include real estate, commercial and consumer loans. Real estate loans are further
categorized into construction and development, 1-4 family residential, multifamily, farmland and commercial real estate loans.
The consumer loan category includes loans originated through indirect lending. Indirect lending, which is lending initiated
through third-party business partners, is largely comprised of loans made through automotive dealerships.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are stated at the
unpaid principal balance outstanding, net of purchase premiums or discounts, deferred income (net of costs), any direct principal
charge-offs, and an allowance for loan losses. Interest on loans is calculated by using the effective interest rate on daily balances
of the principal amount outstanding. Loan origination fees, net of direct loan origination costs, and commitment fees, are deferred
and amortized as an adjustment to yield over the life of the loan, or over the commitment period, as applicable.
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments
were due. Loans are ordinarily placed on nonaccrual when a loan is specifically determined to be impaired or when principal or
interest is delinquent for 90 days or more; however, management may elect to continue the accrual when the estimated net
realizable value of collateral is sufficient to cover the principal balance and the accrued interest. Any unpaid interest previously
accrued on nonaccrual loans is reversed from income. Interest income, generally, is not recognized on specific impaired loans
unless the likelihood of further loss is remote. Interest payments received on such loans are applied as a reduction of the loan
principal balance. Interest income on other nonaccrual loans is recognized only to the extent of interest payments received. A
loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and
future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period
of repayment performance by the borrower.
The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that
the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Factors
considered by management in determining impairment include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls
generally are not classified as impaired. The Company’s impaired loans include troubled debt restructurings (“TDRs”) and
performing and non-performing loans for which full payment of principal or interest is not expected. Large groups of smaller
balance homogenous loans are collectively evaluated for impairment. The Company calculates an allowance required for
77
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
impaired loans based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s
observable market price or the fair value of its collateral. If the recorded investment in the impaired loan exceeds the measure of
fair value, a valuation allowance is required as a component of the allowance for loan losses. Changes to the valuation allowance
are recorded as a component of the provision for loan losses.
See Treatment of Loan Modifications Pursuant to the CARES Act and Interagency Statement in this Note 1 below for further
discussion on the accounting treatment for loans.
The Company follows the FASB accounting guidance on sales of financial assets, which includes participating interests in loans.
For loan participations that are structured in accordance with this guidance, the sold portions are recorded as a reduction of the
loan portfolio. Loan participations that do not meet the criteria are accounted for as secured borrowings.
See Acquisition Accounting and Acquired Impaired Loans below for accounting treatment of loans acquired through business
acquisitions.
Treatment of Loan Modifications Pursuant to the CARES Act and Interagency Statement
Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020 provides
that from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on
which the national emergency concerning the COVID-19 pandemic declared by the President of the United States under the
National Emergencies Act terminates (the “applicable period”). The Company may elect to suspend GAAP for loan
modifications related to the pandemic that would otherwise be categorized as TDRs and suspend any determination of a loan
modified as a result of the effects of the pandemic as being a TDR, including impairment for accounting purposes. The suspension
is applicable for the term of the loan modification that occurs during the applicable period for a loan that was not more
than 30 days past due as of December 31, 2019. The suspension is not applicable to any adverse impact on the credit of a
borrower that is not related to the pandemic. The Consolidated Appropriations Act, 2021 (“CAA”) enacted on December 27,
2020 extended the applicable period to the earlier of January 1, 2022 or 60 days after the national emergency termination date.
In addition, the Company's banking regulators and other financial regulators, on March 22, 2020 and revised April 7,
2020, issued a joint interagency statement titled the “Interagency Statement on Loan Modifications and Reporting for Financial
Institutions Working with Customers Affected by the Coronavirus” that encourages financial institutions to work prudently with
borrowers who are or may be unable to meet their contractual payment obligations due to the effects of the COVID-19 pandemic.
Pursuant to the interagency statement, loan modifications that do not meet the conditions of Section 4013 of the CARES
Act may still qualify as a modification that does not need to be accounted for as a TDR. Specifically, the agencies confirmed
with the staff of the FASB that short-term modifications made in good faith in response to the pandemic to borrowers who were
current prior to any relief are not TDRs under GAAP. This includes short-term (e.g. six months) modifications such as payment
deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current
are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.
Appropriate allowances for loan and lease losses are expected to be maintained. With regard to loans not otherwise reportable as
past due, financial institutions are not expected to designate loans with deferrals granted due to the pandemic as past due because
of the deferral. The interagency statement also states that during short-term pandemic-related loan modifications, these loans
generally should not be reported as nonaccrual.
Accordingly, during 2020 and 2021, the Company offered short-term modifications made in response to COVID-19 to qualified
borrowers who are current and otherwise not past due. These include short-term modifications of 90 days or less, in the form of
deferrals of payment of principal and interest, principal only, or interest only, and fee waivers. In accordance with Section 4013 of
the CARES Act and the interagency statement, the Company has not accounted for such loans as TDRs, nor have they been
designated as past due or nonaccrual. The Bank ceased offering loan deferrals related to COVID-19 during the fourth quarter of
2021.
Employee Retention Credit
The CARES Act also provided for an Employee Retention Credit (“ERC”), which is a broad based refundable payroll tax credit
that incentivized businesses to retain employees on the payroll during the COVID-19 pandemic. The ERC is a credit against
certain employment taxes of up to $5,000 per employee for eligible employers based on certain wages paid after March 12, 2020
through December 31, 2020. In 2021, the tax credit increased to up to $7,000 for each quarter, equal to 70% of qualified wages
78
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
paid to employees during a quarter, capped at $10,000 of qualified wages per employee per quarter. The ERC terminated effective
September 30, 2021. The Company qualified for the ERC based on the significant adverse financial impacts of the COVID-19
pandemic. In the fourth quarter of 2021, Company recorded a $1.9 million reduction to payroll taxes related to the first quarter
of 2021, which is included as part of salaries and benefits expense in noninterest expense on the consolidated statements of
operations for the year ended December 31, 2021.
Loans Held for Sale
Loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value. For loans carried at
the lower of cost or fair value, gains and losses on loan sales (sales proceeds minus carrying value) are recorded in
noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in
noninterest income upon sale of the loan. At December 31, 2021, there were $0.6 million in loans held for sale, and at December
31, 2020, there were no loans held for sale.
Allowance for Loan Losses
The adequacy of the allowance for loan losses is determined in accordance with GAAP. The allowance for loan losses is estimated
through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes
the loan balance is uncollectable. Subsequent recoveries, if any, are credited to the allowance.
The allowance is an amount that management believes will be adequate to absorb probable losses inherent in the loan portfolio
as of the balance sheet date based on evaluations of the collectability of loans and prior loan loss experience. The evaluations
take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review
of specific problem loans, and current economic conditions that may affect the borrower’s ability to pay. This evaluation is
inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows.
Credits deemed uncollectible are charged to the allowance. Provisions for loan losses and recoveries on loans previously charged
off are adjusted to the allowance. Past due status is determined based on contractual terms.
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as
impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral
value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component
covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. Based on management’s
review and observations made through qualitative review, management may apply qualitative adjustments to determine loss
estimates at a group and/or portfolio segment level as deemed appropriate. Management has an established methodology to
determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in its portfolio and portfolio
segments. The Company utilizes an internally developed model that requires judgment to determine the estimation method that
fits the credit risk characteristics of the loans in its portfolio and portfolio segments. Qualitative and environmental factors that
may not be directly reflected in quantitative estimates include: asset quality trends, changes in loan concentrations, new products
and process changes, changes and pressures from competition, changes in lending policies and underwriting practices, trends in
the nature and volume of the loan portfolio, changes in experience and depth of lending staff and management and national and
regional economic trends. The Company also considers third party or comparable company loss data. Changes in these factors
are considered in determining changes in the allowance for loan losses. The impact of these factors on the Company’s qualitative
assessment of the allowance for loan losses can change from period to period based on management’s assessment of the extent
to which these factors are already reflected in historic loss rates. The uncertainty inherent in the estimation process is also
considered in evaluating the allowance for loan losses.
In the ordinary course of business, the Bank enters into commitments to extend credit and standby letters of credit. Such financial
instruments are recorded in the financial statements when they become payable. The credit risk associated with these
commitments is evaluated in a manner similar to the allowance for loan losses. The reserve for unfunded lending commitments
is included in other liabilities in the consolidated balance sheet. At December 31, 2021 and 2020 the reserve for unfunded loan
commitments was $0.7 million and $0.2 million, respectively.
79
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Equity Securities
The Company is a member of the Federal Home Loan Bank (“FHLB”) system. Members of the FHLB are required to own a
certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock
is carried at cost, is restricted as to redemption, and is periodically evaluated for impairment based on ultimate recovery of par
value. Both cash and stock dividends are reported as income. Equity securities also include investments in our other
correspondent banks including Independent Bankers Financial Corporation (“IBFC”) and First National Bankers Bank (“FNBB”)
stock. These investments are carried at cost which approximates fair value. The balance of equity securities in our correspondent
banks at December 31, 2021 and 2020 was $15.0 million and $14.9 million, respectively.
In addition, equity securities include marketable securities in corporate stocks and mutual funds and totaled $1.8 million and
$1.7 million at December 31, 2021 and 2020, respectively.
Bank Premises and Equipment
Bank premises and equipment are stated at cost, less accumulated depreciation, with the exception of land, which is stated at
cost. Depreciation expense is computed using the straight-line method and is charged to expense over the estimated useful lives
of 39 years for buildings, five to 39 years for improvements, three to seven years for furniture and equipment, and one to five
years for computer equipment and software. Costs of major additions and improvements are capitalized. Expenditures for
maintenance and repairs are expensed as incurred. Gains or losses on the disposition of land, buildings, and equipment are
included in noninterest income on the consolidated statements of income.
The Company leases certain branch locations under operating lease agreements. The Company also leases certain office facilities
to outside parties under operating lessor agreements; however, such leases are not significant. The Company determines if an
arrangement is a lease at inception. Operating leases, with the exception of short-term leases, are included in operating lease
right-of-use (“ROU”) assets and operating lease liabilities in Bank premises and equipment, net and Accrued taxes and other
liabilities, respectively, in the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease
term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and
liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the
Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information
available at the commencement date in determining the present value of lease payments. The operating lease ROU asset also
includes any lease pre-payments made and excludes lease incentives. The Company’s lease terms may include options to extend
or terminate the lease. When it is reasonably certain that the Company will exercise an option to extend a lease, the extension is
included in the lease term when calculating the present value of lease payments.
Other Real Estate Owned
Real estate acquired through foreclosure, or other real estate owned on the consolidated balance sheets, is initially recorded at
fair value at the time of foreclosure, less estimated selling cost, and any related write down is charged to the allowance for loan
losses. Valuations are periodically performed by management and provisions for estimated losses on other real estate owned are
charged to expense when fair value is determined to be less than the carrying value.
Costs relative to the development and improvement of properties are capitalized to the extent realizable, whereas ordinary upkeep
disbursements are charged to expense. The ability of the Company to recover the carrying value of real estate is based upon
future sales of the other real estate owned. The ability to affect such sales is subject to market conditions and other factors, many
of which are beyond the Company’s control. Operating income and expense of such properties is included in other operating
income or expense, respectively, on the accompanying consolidated statements of income. Gain or loss on the disposition of such
properties is included in noninterest income on the consolidated statements of income.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business
combination. Goodwill and other intangible assets deemed to have an indefinite useful life are not amortized but instead are
subject to review for impairment annually, or more frequently if deemed necessary, in accordance with the provisions of FASB
ASC Topic 350, Intangibles – Goodwill and Other.
80
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and reviewed for
impairment in accordance with FASB ASC Topic 360, Property, Plant, and Equipment. If impaired, the asset is written down to
its estimated fair value. No impairment charges have been recognized through December 31, 2021. Core deposit intangibles
representing the value of the acquired core deposit base are generally recorded in connection with business combinations
involving banks and branch locations. The Company’s policy is to amortize core deposit intangibles over the estimated useful
life of the deposit base. The remaining useful lives of core deposit intangibles are evaluated periodically to determine whether
events and circumstances warrant revision of the remaining period of amortization. The Company’s core deposit intangibles are
currently amortized using the sum-of-the-years-digits basis over 10 to 15 years. See Note 8, Goodwill and Other Intangible
Assets, for additional information.
Bank Owned Life Insurance
The Company invests in bank owned life insurance (“BOLI”) policies that provide earnings to help cover the cost of employee
benefit plans. The Company is the owner and beneficiary of the life insurance policies it purchased directly on a chosen group
of employees. The policies are carried on the Company’s consolidated balance sheet at their cash surrender value and are subject
to regulatory capital requirements. The determination of the cash surrender value includes a full evaluation of the contractual
terms of each policy and assumes the surrender of policies on an individual-life by individual-life basis. Additionally, the
Company periodically reviews the creditworthiness of the insurance companies that have underwritten the policies. Earnings
accruing to the Company are derived from the general account investments of the insurance companies. Increases in the net cash
surrender value of BOLI policies and insurance proceeds received are not taxable and are recorded in noninterest income in the
consolidated statements of income.
Repurchase Agreements
Securities sold under agreements to repurchase are secured borrowings treated as financing activities and are carried at the
amounts at which the securities will be subsequently reacquired as specified in the respective agreements.
Stock-Based Compensation
The Company accounts for stock-based compensation under the provisions of ASC Topic 718, Compensation - Stock
Compensation. Under this accounting guidance, fair value is established as the measurement objective in accounting for share-
based payment awards and requires the application of a fair value based measurement method in accounting for compensation
costs, which is recognized over the requisite service period. The impact of forfeitures of share-based payment awards on
compensation expense is recognized as forfeitures occur. See Note 15, Stock-Based Compensation, for further disclosures
regarding stock-based compensation.
Off-Balance Sheet Credit-Related Financial Instruments
The Company accounts for its guarantees in accordance with the provisions of ASC Topic 460, Guarantees. In the ordinary
course of business, the Company has entered into commitments to extend credit, including commitments under credit card
agreements, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are
funded.
Derivative Financial Instruments
ASC Topic 815, Derivatives and Hedging, requires that all derivatives be recognized as assets or liabilities in the balance sheet
at fair value. Derivatives executed with the same counterparty are generally subject to master netting arrangements, however,
fair value amounts recognized for derivative financial instruments and fair value amounts recognized for the right/obligation to
reclaim/return cash collateral are not offset for financial reporting purposes.
In the course of its business operations, the Company is exposed to certain risks, including interest rate, liquidity and credit risk.
The Company manages its risks through the use of derivative financial instruments, primarily through management of exposure
due to the receipt or payment of future cash amounts based on interest rates. The Company’s derivative financial instruments
manage the differences in the timing, amount and duration of expected cash receipts and payments.
81
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Derivatives which are designated and qualify as a hedge of the exposure to variability in expected future cash flows, or other
types of forecasted transactions, are considered cash flow hedges. The effective portion of the derivative’s gain or loss is initially
reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted
transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings
immediately.
In applying hedge accounting for derivatives, the Company establishes a method for assessing the effectiveness of the hedging
derivative and a measurement approach for determining the ineffective aspect of the hedge upon the inception of the hedge.
These methods are consistent with the Company’s approach to managing risk. Note 13, Derivative Financial Instruments,
describes the derivative instruments currently used by the Company and discloses how these derivatives impact the Company’s
financial position and results of operations.
Income Taxes
The provision for income taxes is based on amounts reported in the consolidated statements of income after exclusion of
nontaxable income such as interest on state and municipal securities. Also, certain items of income and expenses are recognized
in different time periods for financial statement purposes than for income tax purposes. Thus, provisions for deferred taxes are
recorded in recognition of such temporary differences.
Deferred taxes are determined utilizing a liability method whereby deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax
assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
The Company has adopted accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent
framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.
The Company recognizes interest and penalties on income taxes as a component of income tax expense.
Revenue Recognition
The Company recognizes revenue in the consolidated statements of income as it is earned and when collectability is reasonably
assured. The primary source of revenue is interest income from interest-earning assets, which is recognized on the accrual basis
of accounting using the effective interest method. The recognition of revenues from interest-earning assets is based upon formulas
from underlying loan agreements, securities contracts, or other similar contracts. Noninterest income is recognized on the accrual
basis of accounting as services are provided or as transactions occur. Noninterest income includes fees from deposit accounts,
merchant services, ATM and debit card fees, servicing fees, interchange fees, and other miscellaneous services and transactions.
Earnings Per Share
Basic earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that
determines earnings per share separately for common stock and participating securities according to dividends declared and
participation rights in undistributed earnings. Under this method, all earnings distributed and undistributed, are allocated to
participating securities and common shares based on their respective rights to receive dividends. Unvested share-based payment
awards that contain nonforfeitable rights to dividends are considered participating securities (i.e. unvested time-vested restricted
stock), not subject to performance based measures.
Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per share is calculated in a manner similar to that of basic
earnings per share except that the weighted average number of common shares outstanding is increased to include the number of
additional common shares that would have been outstanding if all potentially dilutive common shares (such as those resulting
from the exercise of stock options and warrants) were issued during the period, computed using the treasury stock method.
82
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Statements of Cash Flows
For purposes of the statements of cash flows, cash and cash equivalents include cash and amounts due from banks and federal
funds sold due to the short-term nature of these items.
Comprehensive Income
Comprehensive income includes net income and other comprehensive income or loss, which in the case of the Company includes
unrealized gains and losses on securities and changes in the fair value of interest rate swaps, net of related income taxes.
Troubled Debt Restructurings
The Company periodically grants concessions to its customers in an attempt to protect as much of its investment as possible and
minimize the risk of loss. These concessions may include restructuring the terms of a customer loan, thereby adjusting the
customer’s payment requirements. In accordance with the FASB’s Accounting Standards Update (“ASU”) 2011-2, Receivables
(Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring, in order to be considered
a troubled debt restructuring (a “TDR”), the Company must conclude that the restructuring constitutes a concession and the
customer is experiencing financial difficulties. The Company defines a concession to a customer as a modification of existing
loan terms for economic or legal reasons that it would otherwise not consider. Concessions are typically granted through an
agreement with the customer or are imposed by a court of law. Concessions include modifying original loan terms to reduce or
defer cash payments required as part of the loan agreement, including but not limited to a reduction of the stated interest rate for
the remaining original life of the debt, an extension of the maturity date or dates at a stated interest rate lower than the current
market rate for new debt with similar risk characteristics, a reduction of the face amount or maturity amount of the debt, or a
reduction of accrued interest receivable on a debt. In its determination of whether the customer is experiencing financial
difficulties, the Company considers numerous indicators, including but not limited to, whether the customer has declared or is in
the process of declaring bankruptcy, whether there is substantial doubt about the customer’s ability to continue as a going concern,
whether the Company believes the customer’s future cash flows will be insufficient to service the debt in accordance with the
contractual terms of the existing agreement for the foreseeable future, and whether without modification the customer cannot
obtain sufficient funds from other sources at an effective interest rate equal to the current market rate for similar debt for a non-
troubled debtor.
If the Company concludes that both a concession has been granted and the concession was granted to a customer experiencing
financial difficulties, the Company identifies the loan as a TDR. For purposes of the determination of an allowance for loan
losses on these TDRs, the loan is reviewed for specific impairment in accordance with the Company’s allowance for loan loss
methodology. If it is determined that losses are probable on such TDRs, either because of delinquency or other credit quality
indicators, the Company establishes specific reserves for these loans.
Acquisition Accounting
Business combinations are accounted for under the acquisition method of accounting. Purchased assets and assumed liabilities
are recorded at their respective acquisition date fair values, and identifiable intangible assets are recorded at fair value. If the
consideration given exceeds the fair value of the net assets received, goodwill is recognized. If the fair value of the net assets
received exceeds the consideration given, a bargain purchase gain is recognized. Fair values are subject to refinement for up
to one year after the closing date of an acquisition as information relative to closing date fair values becomes available.
Loans acquired in a business combination are recorded at their estimated fair value as of the acquisition date. The fair value of
loans acquired is determined using a discounted cash flow model based on assumptions regarding the amount and timing of
principal and interest prepayments, estimated payments, estimated default rates, estimated loss severity in the event of defaults,
and current market rates. The fair value adjustment for performing acquired loans is accreted over the life of the loan using the
effective interest method. Estimated credit losses are included in the determination of fair value; therefore, an allowance for loan
losses is not recorded on the acquisition date. Subsequent to acquisition, acquired performing loans are evaluated using a similar
allowance methodology as the legacy portfolio. An allowance for credit losses is only recorded to the extent that the required
reserves exceed the unaccreted fair value adjustment.
83
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Acquired Impaired Loans
The Company accounts for acquired impaired loans under FASB ASC Topic 310-30, Loans and Debt Securities Acquired with
Deteriorated Credit Quality (“ASC 310-30”). An acquired loan is considered impaired when there is evidence of credit
deterioration since origination and it is probable at the date of acquisition that the Company will be unable to collect all
contractually required payments. For acquired impaired loans, the Company (a) calculates the contractual amount and timing of
undiscounted principal and interest payments (the “undiscounted contractual cash flows”) and (b) estimates the amount and
timing of undiscounted expected principal and interest payments (the “undiscounted expected cash flows”). Under ASC 310-30,
the difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable
difference. The nonaccretable difference represents an estimate of the loss exposure of principal and interest related to the
acquired impaired loan portfolio, and such amount is subject to change over time based on the performance of such loans.
The excess of expected cash flows at acquisition over the initial fair value of acquired impaired loans is referred to as the
“accretable yield” and is recorded as interest income over the estimated life of the loans using the effective yield method if the
timing and amount of the future cash flows is reasonably estimable. As required by ASC 310-30, the Company periodically re-
estimates the expected cash flows to be collected over the life of the acquired impaired loans. Improvements in expected cash
flows over those originally estimated increase the accretable yield and are recognized as interest income prospectively. Decreases
in the amount and changes in the timing of expected cash flows compared to those originally estimated decrease the accretable
yield and usually result in a provision for loan losses and the establishment of an allowance for loan losses with respect to the
acquired impaired loan. The carrying value of acquired impaired loans is reduced by payments received, both principal and
interest, and increased by the portion of the accretable yield recognized as interest income. If future cash flows are not reasonably
estimable, the Company accounts for the acquired loans using the cash basis method.
Share Repurchases
The Louisiana Business Corporation Act does not include the concept of treasury stock. Rather, shares purchased by the Company
constitute authorized but unissued shares. Accounting principles generally accepted in the United States of America state that
accounting for treasury stock shall conform to state law. The Company’s consolidated financial statements as of December 31,
2021, 2020 and 2019 reflect this change. The cost of shares purchased by the Company has been allocated to common stock and
surplus balances.
Reclassifications
Certain reclassifications have been made to the 2020 and 2019 financial statements to conform to the 2021 presentation.
Accounting Standards Adopted in 2021
FASB ASC Topics 321, 323, and 815 “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint
Ventures (Topic 323), and Derivatives and Hedging (Topic 815)” ASU No. 2020-01. ASU 2020-01 became effective for the
Company on January 1, 2021. The ASU clarifies the interaction among ASC 321, ASC 323, and ASC 815 for equity securities,
equity method investments, and certain financial instruments to acquire equity securities. It clarifies whether re-measurement of
equity investments is appropriate when observable transactions cause the equity method to be triggered or discontinued.
ASU 2020-01 also provides that certain forward contracts and purchased options to acquire equity securities will be measured
under ASC 321 without an assessment of subsequent accounting upon settlement or exercise. The adoption of ASU 2020-
01 did not have a material impact on the consolidated financial statements.
84
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Recent Accounting Pronouncements
This section briefly describes accounting standards that have been issued, but are not yet adopted, that could impact the
Company’s financial statements.
FASB ASC Topic 326 “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments”
Update No. 2016-13. The FASB issued ASU No. 2016-13 in June 2016. The ASU requires the measurement of all expected
credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and
supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating
credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-
13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit
deterioration. We are currently evaluating the potential impact of ASU 2016-13 on our financial statements. In that regard, we
have formed a cross-functional working group, under the direction of our Chief Financial Officer and our Chief Risk Officer.
The working group is comprised of individuals from various functional areas including credit, risk management, finance and
information technology. We have developed an implementation plan to include assessment of processes, portfolio segmentation,
model development and validation, system requirements and the identification of data and resource needs, among other things.
We have also selected a third-party vendor solution to assist us in the application of ASU 2016-13.
The adoption of ASU 2016-13 is likely to result in an increase in the allowance for loan losses as a result of changing from an
“incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected
loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Furthermore,
ASU 2016-13 will necessitate that we establish an allowance for expected credit losses on debt securities. While we are currently
unable to reasonably estimate the impact of adopting ASU 2016-13, we expect that the impact of adoption will be significantly
influenced by the composition, characteristics and quality of our loan and securities portfolios, as well as the prevailing economic
conditions and forecasts, as of the adoption date.
This amendment was originally effective for fiscal years beginning after December 15, 2019, including interim periods within
those fiscal years. In July 2019, the FASB proposed changes that would delay the effective date for smaller reporting companies,
as defined by the SEC, and other non-SEC reporting entities. In October 2019, the FASB voted in favor of finalizing its proposal
to delay the effective date of this standard to fiscal years beginning after December 15, 2022, including interim periods within
those fiscal years. ASU 2016-13 will be effective for the Company on January 1, 2023. Adoption prior to the revised effective
date of January 1, 2023 is permitted by the ASU.
FASB ASC Topic 848 “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial
Reporting” Update No. 2020-04. In March 2020, the FASB issued ASU 2020-04, which is intended to provide temporary
optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial
reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other
interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, and the
Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating
the provisions of the amendment and the impact on its future consolidated financial statements.
NOTE 2. BUSINESS COMBINATIONS
PlainsCapital
On February 21, 2020, the Bank completed the acquisition of the Alice and Victoria, Texas branch locations of PlainsCapital
Bank (“PlainsCapital”), a wholly-owned subsidiary of Hilltop Holdings Inc., for an aggregate cash consideration of
approximately $11.2 million. The acquisition added $48.8 million in total assets, including $45.3 million in loans, and
$37.0 million in deposits. As consideration paid was in excess of the net fair value of acquired assets, the Company recorded
$0.5 million of goodwill. Goodwill resulted from a combination of synergies and cost savings, and further expansion into south
Texas with the addition of two branch locations.
85
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The table below shows the allocation of the consideration paid for certain assets, deposits and other liabilities associated with the
Alice and Victoria, Texas locations of PlainsCapital and the goodwill generated from the transaction (dollars in thousands).
Purchase price:
Cash paid
Fair value of assets acquired:
Cash and cash equivalents
Loans
Bank premises and equipment
Core deposit intangible asset
Other assets
Total assets acquired
Fair value of liabilities acquired:
Deposits
Other liabilities
Total liabilities assumed
Fair value of net assets acquired
Goodwill
$
11,162
353
45,299
2,770
170
163
48,755
36,973
1,084
38,057
10,698
464
$
The fair value of net assets acquired includes a fair value adjustment to loans as of the acquisition date. The adjustment for the
acquired loan portfolio is based on current market interest rates at the time of acquisition, and the Company’s initial evaluation
of credit losses identified. The contractually required principal and interest payments of the loans acquired from PlainsCapital
total $51.3 million. No loans acquired from PlainsCapital were considered to be purchased credit impaired loans.
Cheaha Financial Group, Inc.
On April 1, 2021, the Company completed the acquisition of Cheaha Financial Group, Inc. (“Cheaha”) and its wholly-owned
subsidiary, Cheaha Bank, in Oxford, Alabama for an aggregate cash consideration of approximately $41.1 million. After fair
value adjustments, the acquisition added $240.8 million in total assets, including $120.4 million in loans, and $207.0 million in
deposits. As consideration paid was in excess of the net fair value of acquired assets, the Company recorded $11.9 million of
goodwill. Goodwill resulted from a combination of synergies and cost savings, and further expansion into Alabama with the
addition of four branch locations.
86
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The table below shows the allocation of the consideration paid for Cheaha’s common equity to the acquired identifiable assets
and liabilities assumed and the goodwill generated from the transaction (dollars in thousands). The fair values listed below,
primarily related to loans and deferred tax assets and liabilities, are subject to refinement for up to one year after the closing date
of the acquisition as additional information becomes available.
Purchase price:
Cash paid
Fair value of assets acquired:
Cash and cash equivalents
Investment securities
Loans
Bank premises and equipment
Core deposit intangible asset
Bank owned life insurance
Other assets
Total assets acquired
Fair value of liabilities acquired:
Deposits
Notes payable
Other liabilities
Total liabilities assumed
Fair value of net assets acquired
Goodwill
$
41,067
49,179
60,938
120,395
5,407
848
3,023
1,012
240,802
206,986
2,327
2,366
211,679
29,123
11,944
$
The fair value of net assets acquired includes a fair value adjustment to loans as of the acquisition date. The adjustment for the
acquired loan portfolio is based on current market interest rates at the time of acquisition, and the Company’s initial evaluation
of credit losses identified. The contractually required principal and interest payments of the loans acquired from Cheaha total
$134.8 million. Loans acquired from Cheaha that are considered to be purchased credit impaired loans had a balance of
$0.2 million at the time of acquisition. The contractually required principal and interest payments of these loans total $0.2 million,
of which $0.1 million is not expected to be collected.
The change in goodwill and other intangibles at December 31, 2021 compared to December 31, 2020 is primarily attributable to
the goodwill and core deposit intangibles recorded as a result of the acquisition of Cheaha.
Supplemental Unaudited Pro Forma Information
The following unaudited supplemental pro forma information is presented to show estimated results assuming Cheaha was
acquired as of January 1, 2020. These unaudited pro forma results are not necessarily indicative of the operating results that the
Company would have achieved had it completed the acquisition as of January 1, 2020 and should not be considered representative
of future operating results. The pro forma net income for the year ended December 31, 2021 excludes the tax-affected amount
of $2.4 million of acquisition expenses recorded in noninterest expense by the Company and Cheaha.
(dollars in thousands)
Interest income
Noninterest income
Net income
Unaudited pro forma for the
years ended December 31,
2021
2020
$
98,223 $
12,567
10,670
104,656
13,257
17,320
For the year ended December 31, 2021, Cheaha added approximately $6.0 million, $0.8 million, and $3.6 million to interest
income, noninterest income, and net income, respectively.
87
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Acquisition Expense
Acquisition related costs of $2.4 million and $1.1 million are included in acquisition expenses in the accompanying consolidated
statements of income for the years ended December 31, 2021 and 2020, respectively. These costs include system conversion and
integrating operations charges and legal and consulting expenses.
NOTE 3. INVESTMENT SECURITIES
The amortized cost and approximate fair value of investment securities classified as AFS are summarized below as of the dates
presented (dollars in thousands).
Gross
Gross
December 31, 2021
Obligations of U.S. government agencies and corporations
Obligations of state and political subdivisions
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total
December 31, 2020
Obligations of U.S. government agencies and corporations
Obligations of state and political subdivisions
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair
Value
$
$
21,143 $
32,330
27,777
200,696
74,693
356,639 $
152 $
468
235
711
369
1,935 $
(27) $
(213)
(345)
(1,503)
(977)
(3,065) $
21,268
32,585
27,667
199,904
74,085
355,509
Gross
Gross
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair
Value
$
$
36,648 $
21,650
27,583
119,934
58,098
263,913 $
201 $
490
348
2,675
1,202
4,916 $
(28) $
(3)
(223)
(11)
(154)
(419) $
36,821
22,137
27,708
122,598
59,146
268,410
Proceeds from sales of investment securities AFS and gross realized gains and losses are summarized below for the periods
presented (dollars in thousands).
Twelve months ended December 31,
2020
2019
2021
Proceeds from sales
Gross gains
Gross losses
$
$
$
137,803 $
2,323 $
(2) $
56,466 $
2,300 $
(11) $
65,834
608
(346)
88
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The amortized cost and approximate fair value of investment securities classified as HTM are summarized below as of the dates
presented (dollars in thousands).
Gross
Gross
December 31, 2021
Obligations of state and political subdivisions
Residential mortgage-backed securities
Total
December 31, 2020
Obligations of state and political subdivisions
Residential mortgage-backed securities
Total
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair
Value
$
$
6,910 $
3,345
10,255 $
367 $
105
472 $
— $
—
— $
7,277
3,450
10,727
Gross
Gross
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair
Value
$
$
8,225 $
4,209
12,434 $
12 $
203
215 $
— $
—
— $
8,237
4,412
12,649
Securities are classified in the consolidated balance sheets according to management’s intent. The Company had no securities
classified as trading as of December 31, 2021 or December 31, 2020.
The number of AFS securities, fair value, and unrealized losses, aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (amounts
in thousands, except number of securities). There were no HTM securities in a continuous loss position as of December 31, 2021
or December 31, 2020.
December 31, 2021
Obligations of U.S. government
agencies and corporations
Obligations of state and political
Less than 12 Months 12 Months or More
Total
Count
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
8 $
1,438 $
(25) $
668 $
(2) $
2,106 $
(27)
12 10,803
subdivisions
Corporate bonds
22 10,197
Residential mortgage-backed securities 150 156,862
64 44,055
Commercial mortgage-backed securities
256 $ 223,355 $
Total
(213)
(254)
(1,503)
(941)
—
2,409
—
6,284
(2,936) $ 9,361 $
— 10,803
(91) 12,606
— 156,862
(36) 50,339
(129) $ 232,716 $
(213)
(345)
(1,503)
(977)
(3,065)
December 31, 2020
Obligations of U.S. government
agencies and corporations
Obligations of state and political
Less than 12 Months 12 Months or More
Total
Count
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
12 $
9,080 $
(19) $ 4,043 $
(9) $ 13,123 $
(28)
subdivisions
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Total
4
22
505
6,970
6 11,070
6,921
26
70 $ 34,546 $
(3)
204
(133)
2,559
(11)
—
7,965
(57)
(223) $ 14,771 $
709
—
(90)
9,529
— 11,070
(97) 14,886
(196) $ 49,317 $
(3)
(223)
(11)
(154)
(419)
Unrealized losses are generally due to changes in interest rates. Beginning in the first quarter of 2020, the COVID-19 pandemic
has led to ongoing disruption and volatility in the capital markets, causing fluctuations of fair values across asset classes. The
Company has the intent to hold these securities either until maturity or a forecasted recovery, and it is more likely than not that
the Company will not have to sell the securities before the recovery of their amortized cost basis. Due to the nature of the
investment, current market prices, and the current interest rate environment, the Company does not consider these securities to
be other-than-temporarily impaired at December 31, 2021 and 2020.
89
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The amortized cost and approximate fair value of investment debt securities, by contractual maturity, are shown below as of the
dates presented (dollars in thousands). Actual maturities may differ from contractual maturities due to mortgage-backed securities
whereby borrowers may have the right to call or prepay obligations with or without call or prepayment penalties and certain
callable bonds whereby the issuer has the option to call the bonds prior to contractual maturity.
December 31, 2021
Due within one year
Due after one year through five years
Due after five years through ten years
Due after ten years
Total debt securities
December 31, 2020
Due within one year
Due after one year through five years
Due after five years through ten years
Due after ten years
Total debt securities
Securities Available For
Sale
Securities Held to
Maturity
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
$
$
726 $
14,189
51,988
289,736
356,639 $
726 $
14,327
52,376
288,080
355,509 $
870 $
1,875
4,165
3,345
10,255 $
902
2,018
4,356
3,451
10,727
Securities Available For
Sale
Securities Held to
Maturity
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
$
$
1,669 $
12,937
64,159
185,148
263,913 $
1,691 $
13,014
64,865
188,840
268,410 $
830 $
2,745
4,650
4,209
12,434 $
832
2,751
4,654
4,412
12,649
At December 31, 2021, securities with a carrying value of $118.2 million were pledged to secure certain deposits, borrowings,
and other liabilities, compared to $84.6 million in pledged securities at December 31, 2020.
NOTE 4. LOANS AND ALLOWANCE FOR LOAN LOSSES
The Company’s loan portfolio, excluding loans held for sale, consists of the following categories of loans as of the dates presented
(dollars in thousands).
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total loans
December 31,
2021
2020
$
$
203,204 $
364,307
59,570
20,128
896,377
1,543,586
310,831
17,595
1,872,012 $
206,011
339,525
60,724
26,547
812,395
1,445,202
394,497
20,619
1,860,318
Unamortized premiums and discounts on loans, included in the total loans balances above, were $1.9 million and 1.8 million at
December 31, 2021 and 2020, respectively. Unearned income, or deferred fees, on loans was $1.8 million and $3.2 million at
December 31, 2021 and 2020, respectively and is also included in the total loans balances in the table above.
In the second quarter of 2020, the Bank began participating as a lender in the Small Business Administration’s (“SBA”) and U.S.
Department of Treasury’s Paycheck Protection Program (“PPP”) as established by the CARES Act and enhanced by the Paycheck
Protection Program and Health Care Enhancement Act and the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility
Act”). The PPP was established to provide unsecured low interest rate loans to small businesses that have been impacted by the
COVID-19 pandemic. The PPP loans are 100% guaranteed by the SBA. The loans have a fixed interest rate of 1% with deferred
90
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
payments, and if originated before June 5, 2020, mature two years from origination, or if made on or after June 5, 2020, five years
from origination. PPP loans are forgiven by the SBA (which makes forgiveness payments directly to the lender) to the extent the
borrower uses the proceeds of the loan for certain purposes (primarily to fund payroll costs) during a certain time period following
origination and maintains certain employee and compensation levels. Lenders receive processing fees from the SBA for
originating the PPP loans which are based on a percentage of the loan amount. In July 2020, the CARES Act was amended to
extend the SBA’s authority to make commitments under the PPP, which had previously expired on June 30, 2020. The PPP
resumed taking applications on July 6, 2020, and the new deadline to apply for a PPP loan ended on August 8,
2020. On December 27, 2020, the CAA, a $900 billion aid package, was enacted that renewed the PPP and allocated additional
funding for new first time PPP loans under the original PPP and also authorized second draw PPP loans for certain eligible
borrowers that had previously received a PPP loan. The application period for the renewed PPP lasted from January 1,
2021 to May 31, 2021. At December 31, 2021 and 2020, respectively, the Company’s loan portfolio included PPP loans with
balances of $23.3 million and $94.5 million, respectively, all of which are included in commercial and industrial loans.
Nonaccrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments
were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment
obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower
may be unable to meet payment obligations for each class of loans, we consider the borrower’s debt service capacity through the
analysis of current financial information, if available, and/or current information with regard to our collateral position. Regulatory
provisions would typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for
a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal
and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered
past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is
recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status
when all the principal and interest amounts contractually due are brought current and future payment of principal and interest
amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of
repayment performance by the borrower.
91
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The tables below provide an analysis of the aging of loans, excluding loans held for sale, as of the dates presented (dollars in
thousands).
Accruing
December 31, 2021
30-59
Days Past
Due
60-89
Days Past
Due
90 Days
or More
Past Due Nonaccrual
Total Past
Due &
Nonaccrual
Acquired
Impaired
Loans
Total
Loans
Current
Construction and
development
1-4 Family
Multifamily
Farmland
Commercial real estate
Total mortgage loans on
$ 202,850 $
360,434
59,570
18,348
881,575
real estate
1,522,777
Commercial and industrial 295,323
17,238
Consumer
$ 1,835,338 $
Total loans
55 $
1,933
—
—
170
2,158
4,044
89
6,291 $
11 $
182
—
—
86
279
57
18
354 $
— $
—
—
—
—
—
53
—
53 $
288 $
1,410
—
79
13,910
15,687
11,354
186
27,227 $
354 $
3,525
—
79
14,166
18,124
15,508
293
33,925 $
— $ 203,204
348 364,307
59,570
—
20,128
1,701
636 896,377
2,685 1,543,586
— 310,831
17,595
64
2,749 $ 1,872,012
Accruing
December 31, 2020
30-59
Days Past
Due
60-89
Days Past
Due
90 Days
or More
Past Due Nonaccrual
Total Past
Due &
Nonaccrual
Acquired
Impaired
Loans
Total
Loans
Current
Construction and
development
1-4 Family
Multifamily
Farmland
Commercial real estate
Total mortgage loans on
$ 205,002 $
335,710
60,724
24,333
807,243
real estate
1,433,012
Commercial and industrial 386,607
20,135
Consumer
$ 1,839,754 $
Total loans
488 $
1,085
—
297
1,472
3,342
359
79
3,780 $
— $
734
—
—
118
852
273
21
1,146 $
— $
—
—
216
—
216
105
—
321 $
521 $
1,615
—
—
1,771
1,009 $
3,434
—
513
3,361
— $ 206,011
381 339,525
60,724
—
1,701
26,547
1,791 812,395
3,907
6,907
346
11,160 $
8,317
7,644
446
16,407 $
3,873 1,445,202
246 394,497
20,619
38
4,157 $ 1,860,318
Portfolio Segment Risk Factors
The following describes the risk characteristics relevant to each of the Company’s loan portfolio segments.
Construction and Development. Construction and development loans are generally made for the purpose of acquisition and
development of land to be improved through the construction of commercial and residential buildings. The successful repayment
of these types of loans is generally dependent upon a commitment for permanent financing from the Company, or from the sale
of the constructed property. These loans carry more risk than commercial or residential real estate loans due to the dynamics of
construction projects, changes in interest rates, the long-term financing market, and state and local government regulations. One
such risk is that loan funds are advanced upon the security of the property under construction, which is of uncertain value prior
to the completion of construction. Thus, it is more difficult to evaluate accurately the total loan funds required to complete a
project and to calculate related loan-to-value ratios. The Company attempts to minimize the risks associated with construction
lending by limiting loan-to-value ratios as described above. In addition, as to speculative development loans, the Company
generally makes such loans only to borrowers that have a positive pre-existing relationship with us. The Company manages risk
by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations in any
one business or industry.
92
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
1-4 Family. The 1-4 Family portfolio mainly consists of residential mortgage loans to consumers to finance a primary residence.
The majority of these loans are secured by properties located in the Company’s market areas and carry risks associated with the
creditworthiness of the borrower and changes in the value of the collateral and loan-to-value-ratios. The Company manages these
risks through policies and procedures such as limiting loan-to-value ratios at origination, employing experienced underwriting
personnel, requiring standards for appraisers, and not making subprime loans.
Multifamily. Multifamily loans are normally made to real estate investors to support permanent financing for multifamily
residential income producing properties that rely on the successful operation of the property for repayment. This management
mainly involves property maintenance and collection of rents due from tenants. This type of lending carries a lower level of risk,
as compared to other commercial lending. In addition, underwriting requirements for multifamily properties are stricter than for
other non-owner-occupied property types. The Company manages this risk by avoiding concentrations with any particular
customer.
Farmland. Farmland loans are often for land improvements related to agricultural endeavors and may include construction of
new specialized facilities. These loans are usually repaid through the conversion to permanent financing, or if scheduled loan
amortization begins, for the long-term benefit of the borrower’s ongoing operations. Underwriting generally involves intensive
analysis of the financial strength of the borrower and guarantor, liquidation value of the subject collateral, the associated
unguaranteed exposure, and any available secondary sources of repayment, with the greatest emphasis given to a borrower’s
capacity to meet cash flow coverage requirements as set forth by Bank policies.
Commercial Real Estate. Commercial real estate loans are extensions of credit secured by owner occupied and non-owner
occupied collateral. Underwriting generally involves intensive analysis of the financial strength of the borrower and guarantor,
liquidation value of the subject collateral, the associated unguaranteed exposure, and any available secondary sources of
repayment, with the greatest emphasis given to a borrower’s capacity to meet cash flow coverage requirements as set forth by
Bank policies. Repayment is commonly derived from the successful ongoing operations of the property. General market
conditions and economic activity may impact the performance of these types of loans, including fluctuations in the value of real
estate, new job creation trends, and tenant vacancy rates. The Company attempts to limit risk by analyzing a borrower’s cash
flow and collateral value on an ongoing basis. The Company also typically requires personal guarantees from the principal owners
of the property, supported by a review of their personal financial statements, as an additional means of mitigating our risk. The
Company manages risk by avoiding concentrations in any one business or industry.
Commercial and Industrial. Commercial and industrial loans receive similar underwriting treatment as commercial real estate
loans in that the repayment source is analyzed to determine its ability to meet cash flow coverage requirements as set forth by
Bank policies. Repayment of these loans generally comes from the generation of cash flow as the result of the borrower’s business
operations. Commercial lending generally involves different risks from those associated with commercial real estate lending or
construction lending. Although commercial loans may be collateralized by equipment or other business assets (including real
estate, if available as collateral), the repayment of these types of loans depends primarily on the creditworthiness and projected
cash flow of the borrower (and any guarantors). Thus, the general business conditions of the local economy and the borrower’s
ability to sell its products and services, thereby generating sufficient operating revenue to repay us under the agreed upon terms
and conditions, are the chief considerations when assessing the risk of a commercial loan. The liquidation of collateral, if any, is
considered a secondary source of repayment because equipment and other business assets may, among other things, be obsolete
or of limited resale value. The Company actively monitors certain financial measures of the borrower, including advance rate,
cash flow, collateral value and other appropriate credit factors.
Consumer. Consumer loans are offered by the Company in order to provide a full range of retail financial services to its customers
and include auto loans, credit cards, and other consumer installment loans. Typically, the Company evaluates the borrower’s
repayment ability through a review of credit scores and an evaluation of debt to income ratios. Repayment of consumer loans
depends upon key consumer economic measures and upon the borrower’s financial stability, and is more likely to be adversely
affected by divorce, job loss, illness and personal hardships than repayment of other loans. A shortfall in the value of any collateral
also may pose a risk of loss to the Company for these types of loans.
Concentrations of Credit
Substantially all of the Company’s loans and commitments have been granted to customers in the Company’s market areas in
south Louisiana, southeast Texas and Alabama. The distribution of commitments to extend credit approximates the distribution
of loans outstanding.
93
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Credit Quality Indicators
Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, such
as current financial information, historical payment experience, credit documentation, public information, and current economic
trends, among other factors. The following definitions are utilized for risk ratings, which are consistent with the definitions used
in supervisory guidance.
Pass – Loans not meeting the criteria below are considered pass. These loans have high credit characteristics and financial
strength. The borrowers at least generate profits and cash flow that are in line with peer and industry standards and have debt
service coverage ratios above loan covenants and our policy guidelines. For some of these loans, a guaranty from a financially
capable party mitigates characteristics of the borrower that might otherwise result in a lower grade.
Special Mention – Loans classified as special mention possess some credit deficiencies that need to be corrected to avoid a
greater risk of default in the future. For example, financial ratios relating to the borrower may have deteriorated. Often, a special
mention categorization is temporary while certain factors are analyzed or matters addressed before the loan is re-categorized as
either pass or substandard.
Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the
borrower or the liquidation value of any collateral. If deficiencies are not addressed, it is likely that this category of loan will
result in the Bank incurring a loss. Where a borrower has been unable to adjust to industry or general economic conditions, the
borrower’s loan is often categorized as substandard.
Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added
characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and
values, highly questionable and improbable.
Loss – Loans classified as loss are considered uncollectible and of such little value that their continuance as recorded assets is
not warranted. This classification does not mean that the assets have absolutely no recovery or salvage value, but rather it is not
practical or desirable to defer writing off these assets.
94
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The tables below present a summary of the Company’s loan portfolio, excluding loans held for sale, by category and credit
quality indicator as of the dates presented (dollars in thousands).
December 31, 2021
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total loans
Construction and development
1-4 Family
Multifamily
Farmland
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total loans
Special
Mention Substandard Doubtful
$
Pass
200,788 $
358,062
59,113
18,348
872,951
1,509,262
290,677
17,269
$ 1,817,208 $
$
Pass
198,139 $
337,829
60,724
24,846
801,244
1,422,782
379,451
20,235
$ 1,822,468 $
818 $
38
—
—
3,891
4,747
2,523
19
7,289 $
1,598 $
6,207
457
1,780
19,535
29,577
16,941
307
46,825 $
December 31, 2020
7,352 $
—
—
—
4,729
12,081
4,794
—
16,875 $
520 $
1,696
—
1,701
6,422
10,339
9,343
384
20,066 $
Total
203,204
— $
364,307
—
59,570
—
20,128
—
—
896,377
— 1,543,586
310,831
690
—
17,595
690 $ 1,872,012
Total
206,011
— $
339,525
—
60,724
—
26,547
—
—
812,395
— 1,445,202
394,497
909
—
20,619
909 $ 1,860,318
Special
Mention Substandard Doubtful
The Company had no loans that were classified as loss at December 31, 2021 or 2020.
Loan Participations and Sold Loans
Loan participations and whole loans sold to and serviced for others are not included in the accompanying consolidated balance
sheets. The balances of the participations and whole loans sold were $33.0 million and $53.5 million as of December 31, 2021
and 2020, respectively. The unpaid principal balances of these loans were approximately $91.9 million and $154.0 million at
December 31, 2021 and 2020, respectively.
Loans to Related Parties
In the ordinary course of business, the Company makes loans to related parties including its executive officers, principal
shareholders, directors and their immediate family members, as well as to companies in which these individuals are principal
owners. Loans outstanding to such related party borrowers amounted to approximately $97.6 million and $96.4 million as of
December 31, 2021 and December 31, 2020, respectively.
The table below shows the aggregate principal balance of loans to such related parties for the years ended December 31, 2021
and 2020 (dollars in thousands).
Balance, beginning of period
New loans/changes in relationship
Repayments/changes in relationship
Balance, end of period
95
December 31,
2021
2020
$
$
96,390 $
26,475
(25,259)
97,606 $
98,093
12,443
(14,146)
96,390
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Loans Acquired with Deteriorated Credit Quality
The Company accounts for certain loans acquired as acquired impaired loans under ASC 310-30 due to evidence of credit
deterioration at acquisition and the probability that the Company will be unable to collect all contractually required payments.
There were no changes in the accretable yield on acquired impaired loans for the years ended December 31, 2021 and 2020.
Allowance for Loan Losses
The table below shows a summary of the activity in the allowance for loan losses for the years ended December 31, 2021, 2020
and 2019 (dollars in thousands).
Balance, beginning of period
Provision for loan losses
Loans charged-off
Recoveries
Balance, end of period
2021
December 31,
2020
2019
$
$
20,363 $
22,885
(22,636)
247
20,859 $
10,700 $
11,160
(1,754)
257
20,363 $
9,454
1,908
(800)
138
10,700
For the year ended December 31, 2021, the provision for loan losses includes a $21.6 million impairment recorded for one of the
Company’s loan relationships as a result of Hurricane Ida. The corresponding loan balances in the same amount were then
charged off.
The following tables outline the activity in the allowance for loan losses by collateral type for the years ended December 31,
2021, 2020 and 2019, and show both the allowance and portfolio balances for loans individually and collectively evaluated for
impairment as of December 31, 2021, 2020 and 2019 (dollars in thousands).
December 31, 2021
Construction
&
Development
1-4
Commercial
&
Commercial
Real Estate
Family Multifamily Farmland
Industrial Consumer Total
Allowance for loan losses:
Beginning balance
Charge-offs
Recoveries
Provision
Ending balance
Ending allowance balance for
$
$
2,375 $
(283)
36
219
2,347 $
3,370 $
(188)
32
123
3,337 $
589 $
—
—
84
673 $
435 $
(13)
—
(39)
383 $
8,496 $
(10,280)
6
11,132
9,354 $
4,558 $
(11,713)
72
11,494
4,411 $
540 $
(159)
101
(128)
354 $
20,363
(22,636)
247
22,885
20,859
loans individually evaluated for
impairment
Ending allowance balance for
loans acquired with deteriorated
credit quality
Ending allowance balance for
loans collectively evaluated for
impairment
Loans receivable:
Balance of loans individually
evaluated for impairment
Balance of loans acquired with
deteriorated credit quality
Balance of loans collectively
evaluated for impairment
Total period-end balance
$
—
—
—
—
—
468
96
564
—
—
—
210
—
—
—
210
2,347
3,337
673
173
9,354
3,943
258
20,085
529
1,995
—
79
16,685
13,321
182
32,791
—
348
—
1,701
636
—
64
2,749
202,675 361,964
203,204 $364,307 $
18,348
59,570
59,570 $ 20,128 $
879,056
896,377 $
17,349 1,836,472
297,510
310,831 $ 17,595 $1,872,012
96
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
December 31, 2020
Construction
&
Development
1-4
Commercial
&
Commercial
Real Estate
Family Multifamily Farmland
Industrial Consumer Total
$
$
1,201 $
—
47
1,127
2,375 $
1,490 $
(173)
74
1,979
3,370 $
387 $
—
—
202
589 $
101 $
—
—
334
435 $
4,424 $
(51)
8
4,115
8,496 $
2,609 $
(1,195)
50
3,094
4,558 $
488 $
(335)
78
309
540 $
10,700
(1,754)
257
11,160
20,363
—
—
—
—
—
80
130
210
—
—
—
210
—
—
—
210
2,375
3,370
589
225
8,496
4,478
410
19,943
782
2,280
—
—
6,666
9,102
347
19,177
—
381
—
1,701
1,791
246
38
4,157
205,229 336,864
206,011 $339,525 $
60,724
24,846
60,724 $ 26,547 $
803,938
812,395 $
385,149
20,234 1,836,984
394,497 $ 20,619 $1,860,318
December 31, 2019
Allowance for loan losses:
Beginning balance
Charge-offs
Recoveries
Provision
Ending balance
Ending allowance balance for
loans individually evaluated for
impairment
Ending allowance balance for
loans acquired with deteriorated
credit quality
Ending allowance balance for
loans collectively evaluated for
impairment
Loans receivable:
Balance of loans individually
evaluated for impairment
Balance of loans acquired with
deteriorated credit quality
Balance of loans collectively
evaluated for impairment
Total period-end balance
$
Construction
&
Development
1-4
Commercial
&
Commercial
Real Estate
Family Multifamily Farmland
Industrial Consumer Total
Allowance for loan losses:
Beginning balance
Charge-offs
Recoveries
Provision
Ending balance
Ending allowance balance for
$
$
1,038 $
(51)
27
187
1,201 $
1,465 $
(62)
27
60
1,490 $
331 $
—
—
56
387 $
81 $
—
—
20
101 $
4,182 $
(24)
1
265
4,424 $
1,641 $
(252)
26
1,194
2,609 $
716 $
(411)
57
126
488 $
9,454
(800)
138
1,908
10,700
loans individually evaluated for
impairment
Ending allowance balance for
loans acquired with deteriorated
credit quality
Ending allowance balance for
loans collectively evaluated for
impairment
Loans receivable:
Balance of loans individually
evaluated for impairment
Balance of loans acquired with
deteriorated credit quality
Balance of loans collectively
evaluated for impairment
Total period-end balance
$
—
—
—
—
—
—
141
141
—
—
—
—
—
—
—
—
1,201
1,490
387
101
4,424
2,609
347
10,559
247
1,662
—
—
47
93
498
2,547
—
445
—
2,264
1,632
13
38
4,392
197,550 319,382
197,797 $321,489 $
60,617
25,516
60,617 $ 27,780 $
729,381
731,060 $
323,680
28,910 1,685,036
323,786 $ 29,446 $1,691,975
97
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Impaired Loans
The Company considers a loan to be impaired when, based on current information and events, the Company determines that it is
probable that it will not be able to collect all amounts due according to the loan agreement, including scheduled interest payments.
Determination of impairment is treated the same across all classes of loans. When the Company identifies a loan as impaired, it
measures the impairment based on the present value of expected future cash flows, discounted at the loan’s effective interest rate,
except when the sole (remaining) source of repayment for the loans is the operation or liquidation of the collateral. In these cases
when foreclosure is probable, the Company uses the current fair value of the collateral, less selling costs, instead of discounted
cash flows. If the Company determines that the value of the impaired 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), the Company recognizes impairment
through an allowance estimate or a charge-off to the allowance.
When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual, all payments
are applied to principal, under the cost recovery method. When the ultimate collectability of the total principal of an impaired
loan is not in doubt and the loan is on nonaccrual, contractual interest is credited to interest income when received, under the
cash basis method.
The following tables contain information on the Company’s impaired loans, which include TDRs, discussed in more detail below,
and nonaccrual loans individually evaluated for impairment for purposes of determining the allowance for loan losses. The
average balances are calculated based on the month-end balances of the loans during the period reported (dollars in thousands).
As of and for the year ended December 31, 2021
Unpaid
Recorded Principal Related
Investment Balance
Average
Recorded
Allowance Investment Recognized
Interest
Income
With no related allowance recorded:
Construction and development
1-4 Family
Farmland
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total
With related allowance recorded:
Commercial and industrial
Consumer
Total
Total loans:
Construction and development
1-4 Family
Farmland
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total
$
529 $
1,995
79
16,685
19,288
9,395
55
28,738
812 $
2,081
81
27,139
30,113
10,941
69
41,123
— $
—
—
—
—
—
—
—
731 $
1,965
193
10,790
13,679
9,166
96
22,941
3,926
127
4,053
9,618
164
9,782
468
96
564
1,311
146
1,457
529
1,995
79
16,685
19,288
13,321
182
32,791 $
812
2,081
81
27,139
30,113
20,559
233
50,905 $
$
—
—
—
—
—
468
96
564 $
731
1,965
193
10,790
13,679
10,477
242
24,398 $
17
30
—
181
228
152
—
380
24
—
24
17
30
—
181
228
176
—
404
98
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
As of and for the year ended December 31, 2020
Unpaid
Recorded Principal Related
Investment Balance
Average
Recorded
Allowance Investment Recognized
Interest
Income
With no related allowance recorded:
Construction and development
1-4 Family
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total
With related allowance recorded:
Commercial and industrial
Consumer
Total
Total loans:
Construction and development
1-4 Family
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total
With no related allowance recorded:
Construction and development
1-4 Family
Multifamily
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total
With related allowance recorded:
Consumer
Total
Total loans:
Construction and development
1-4 Family
Multifamily
Commercial real estate
Total mortgage loans on real estate
Commercial and industrial
Consumer
Total
$
782 $
2,280
6,666
9,728
8,841
126
18,695
800 $
2,353
6,721
9,874
9,953
143
19,970
261
221
482
260
265
525
782
2,280
6,666
9,728
9,102
347
19,177 $
800
2,353
6,721
9,874
10,213
408
20,495 $
$
— $
—
—
—
—
—
—
80
130
210
—
—
—
—
80
130
210 $
887 $
2,172
3,456
6,515
4,614
227
11,356
22
256
278
887
2,172
3,456
6,515
4,636
483
11,634 $
13
26
126
165
31
1
197
—
1
1
13
26
126
165
31
2
198
As of and for the year ended December 31, 2019
Unpaid
Recorded Principal Related
Investment Balance
Average
Recorded
Allowance Investment Recognized
Interest
Income
$
247 $
1,662
—
47
1,956
93
188
2,237
269 $
1,745
—
50
2,064
96
205
2,365
— $
—
—
—
—
—
—
—
328 $
1,507
36
700
2,571
33
328
2,932
310
310
347
347
141
141
324
324
269
1,745
—
50
2,064
96
552
2,712 $
—
—
—
—
—
—
141
141 $
328
1,507
36
700
2,571
33
652
3,256 $
247
1,662
—
47
1,956
93
498
2,547 $
99
$
14
32
—
7
53
—
—
53
—
—
14
32
—
7
53
—
—
53
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Troubled Debt Restructurings
In situations where, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession
for other than an insignificant period of time to the borrower that the Company would not otherwise consider, the related loan is
classified as a TDR. The Company strives to identify borrowers in financial difficulty early and work with them to modify their
loans to more affordable terms before such loans reach nonaccrual status. These modified terms may include rate reductions,
principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure
or repossession of the collateral. In cases in which the Company grants the borrower new terms that provide for a reduction of
either interest or principal, or otherwise include a concession, the Company identifies the loan as a TDR and measures any
impairment on the restructuring as previously noted for impaired loans.
Loans classified as TDRs consisted of 29 credits, totaling approximately $10.5 million at December 31, 2021, compared to 34
credits, totaling approximately $14.7 million at December 31, 2020. Eleven of the restructured loans were considered TDRs due
to modification of terms through adjustments to maturity, eight of the restructured loans were considered TDRs due to a reduction
in the interest rate to a rate lower than the current market rate, six restructured loans were considered TDRs due to principal
payment forbearance paying interest only for a specified period of time, two of the restructured loans were considered TDRs due
to principal and interest payment forbearance, and two restructured loans were considered TDRs due to a reduction in principal
payments on a modified payment schedule. At December 31, 2021 and 2020, none of the TDRs were in default of their modified
terms and included in nonaccrual loans. The Company individually evaluates each TDR for allowance purposes, primarily based
on collateral value, and excludes these loans from the loan population that is collectively evaluated for impairment.
At December 31, 2021 and 2020, there were no available balances on loans classified as TDRs that the Company was committed
to lend.
The table below presents the TDR pre- and post-modification outstanding recorded investments by loan categories for loans
modified during the years ended December 31, 2021 and 2020 (amounts in thousands, except number of loans).
December 31, 2021
Pre-
Post-
December 31, 2020
Pre-
Post-
Troubled debt restructurings
Construction and development
Commercial real estate
Commercial and industrial
Modification Modification
Outstanding Outstanding
Modification Modification
Outstanding Outstanding
Number of Recorded Recorded Number of Recorded Recorded
Contracts Investment Investment Contracts Investment Investment
64
—
5,833
28
7,729
586
13,626
614
64 $
5,833
7,729
13,626 $
— $
28
586
614 $
— $
1
3
$
1 $
8
9
$
There were no loans modified under troubled debt restructurings during the previous twelve month period that subsequently
defaulted during the year ended December 31, 2021.
100
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The following is a summary of accruing and nonaccrual TDRs and the related loan losses by portfolio type as of the dates
presented (dollars in thousands).
December 31, 2021
Construction and development
1-4 Family
Commercial real estate
Commercial and industrial
Total
December 31, 2020
Construction and development
1-4 Family
Commercial real estate
Commercial and industrial
Total
Accruing Nonaccrual
Total
Related
Allowance
TDRs
$
$
$
$
242 $
585
2,775
1,976
5,578 $
262 $
665
4,895
2,195
8,017 $
— $
145
915
3,885
4,945 $
242 $
730
3,690
5,861
10,523 $
— $
161
938
5,534
6,633 $
262 $
826
5,833
7,729
14,650 $
—
—
—
—
—
—
—
—
—
—
The table below includes the average recorded investment and interest income recognized for TDRs for the years ended
December 31, 2021, 2020 and 2019 (dollars in thousands).
December 31, 2021
Construction and development
1-4 Family
Commercial real estate
Commercial and industrial
Total
December 31, 2020
Construction and development
1-4 Family
Commercial real estate
Commercial and industrial
Total
December 31, 2019
Construction and development
1-4 Family
Commercial real estate
Commercial and industrial
Total
TDRs
Average
Recorded
Investment
Interest
Income
Recognized
$
$
$
$
$
$
251 $
775
5,358
6,698
13,082 $
438 $
936
2,778
1,075
5,227 $
515 $
1,014
264
2
1,795 $
17
28
174
149
368
14
35
126
53
228
14
51
7
—
72
101
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
NOTE 5. OTHER REAL ESTATE OWNED
The table below shows the activity in other real estate owned for the years ended December 31, 2021 and 2020 (dollars in
thousands).
Balance, beginning of period
Additions
Transfers from bank premises and equipment
Sales of other real estate owned
Write-downs
Balance, end of period
Year ended
December 31,
2021
Year ended
December 31,
2020
$
$
663 $
1,023
1,850
(883)
—
2,653 $
133
41
665
(146)
(30)
663
For the years ended December 31, 2021 and 2020, additions to other real estate owned of $53,000 and $41,000, respectively,
were related to acquired loans. After the closures of two branch locations in 2021 and one branch location in 2020, the land and
buildings were transferred from bank premises and equipment to other real estate owned as the Company does not intend to use
the properties for banking operations. At December 31, 2021 and 2020, approximately $1.3 million and $1.7 million, respectively,
of loans secured by real estate were in the process of foreclosure.
NOTE 6. BANK PREMISES AND EQUIPMENT
Bank premises and equipment consisted of the following as of the dates indicated (dollars in thousands).
Land
Buildings and improvements
Furniture and equipment
Software
Construction-in-progress
Right-of-use asset
Less: Accumulated depreciation and amortization
Bank premises and equipment, net
December 31,
2021
2020
15,319 $
41,962
13,792
2,319
483
3,354
(19,149)
58,080 $
13,530
37,947
13,196
1,990
1,619
3,851
(15,830)
56,303
$
$
Depreciation and amortization related to bank premises and equipment charged to noninterest expense was approximately $4.0
million, $3.6 million and $2.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. During the year
ended December 31, 2021, the Bank closed two branch locations and reclassified the related land and buildings, totaling $1.9
million, from bank premises and equipment to other real estate owned, at which point the Bank recognized a $0.4 million loss
on the disposition of fixed assets.
NOTE 7. LEASES
The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch
operations. The Company’s branch locations operated under lease agreements have all been designated as operating leases. The
Company does not lease equipment under operating leases, nor does it have leases designated as finance leases.
The Company determines if an arrangement is a lease at inception. Operating leases, with the exception of short-term leases, are
included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in Bank premises and equipment, net and
Accrued taxes and other liabilities, respectively, in the consolidated balance sheets. ROU assets represent the right to use an
underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.
Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments
over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate
102
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
based on the information available at the commencement date in determining the present value of lease payments. The operating
lease ROU asset also includes any lease pre-payments made and excludes lease incentives. The Company’s lease terms may
include options to extend or terminate the lease. When it is reasonably certain that the Company will exercise an option to extend
a lease, the extension is included in the lease term when calculating the present value of lease payments.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements
with lease and non-lease components, which the Company has elected to account for separately, as the non-lease component
amounts are readily determinable.
Quantitative information regarding the Company’s operating leases is presented below as of and for the years ended December
31, 2021 and 2020 (dollars in thousands).
Total operating lease cost
Weighted average remaining lease term (in years)
Weighted average discount rate
December 31,
2021
2020
$
610 $
7.8
2.8%
599
8.6
2.8%
As of December 31, 2021, the Company’s lease ROU assets and related lease liabilities were $3.4 million and $3.5 million,
respectively, and have remaining terms ranging from 2 to 10 years, including extension options if the Company is reasonably
certain they will be exercised.
Future minimum lease payments due under non-cancelable operating leases at December 31, 2021 are presented below (dollars
in thousands).
2022
2023
2024
2025
2026
Thereafter
Total
$
$
598
595
515
476
339
1,354
3,877
At December 31, 2021, the Company had not entered into any material leases that have not yet commenced.
On May 29, 2020, the Bank purchased the first floor of its corporate headquarters building, which is currently occupied by
multiple tenants. The Bank assumed the existing leases, all of which are operating leases. The Bank, as lessor, recognized rental
income of $0.3 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively.
NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS
The Company’s intangible assets consist of goodwill, core deposit intangible assets arising from acquisitions, and a trademark
intangible. At December 31, 2021 and 2020, goodwill and other intangible assets totaled $44.0 million and $32.2 million,
respectively, and included no accumulated impairment losses.
Additions and adjustments to goodwill were recorded during the years ended December 31, 2021 and 2020 as a result of the
acquisitions discussed in Note 2, Business Combinations. The carrying amount of goodwill at December 31, 2021 and 2020 was
$40.1 million and $28.1 million, respectively. The trademark intangible had a carrying value of $0.1 million at December 31,
2021 and 2020.
In accordance with ASC 350, Intangibles-Goodwill and Other, the Company reviews the carrying value of indefinite-lived
intangible assets at least annually, or more frequently if certain impairment indicators exist. The Company performed its annual
impairment testing on October 31, 2021 and determined that there was no impairment to its goodwill or trademark intangible
asset.
103
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Core deposit intangibles have finite lives and are being amortized over their estimated useful lives, which range from 10 to 15
years. The table below shows a summary of the core deposit intangible assets as of the dates presented (dollars in thousands).
Core deposit intangibles
Gross carrying amount
Accumulated amortization
Net carrying amount
December 31,
2021
2020
$
$
7,486 $
(3,638)
3,848 $
6,637
(2,649)
3,988
Amortization expense for the core deposit intangible assets recorded in depreciation and amortization totaled approximately $1.0
million, $1.0 million, and $0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.
The future amortization schedule for the Company’s core deposit intangible assets is displayed in the table below. The weighted
average amortization period remaining for core deposit intangibles is 7.0 years.
(dollars in thousands)
2022
2023
2024
2025
2026
Thereafter
NOTE 9. DEPOSITS
Deposits consisted of the following as of the dates presented (dollars in thousands).
Noninterest-bearing demand deposits
Interest-bearing demand deposits
Brokered deposits
Money market deposit accounts
Savings accounts
Time deposits
Total deposits
$
$
887
761
643
528
411
618
3,848
December 31,
2021
2020
$
$
585,465 $
650,868
—
255,501
180,837
447,595
2,120,266 $
448,230
496,745
80,017
186,307
141,134
535,391
1,887,824
The table below summarizes outstanding time deposits as of the dates indicated (dollars in thousands).
$0 to $99,999
$100,000 to $249,999
$250,000 and above
December 31,
2021
2020
$
$
151,963 $
203,922
91,710
447,595 $
161,957
274,470
98,964
535,391
104
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The contractual maturities of time deposits of $100,000 or more outstanding are summarized in the table below as of the dates
presented (dollars in thousands).
Time remaining until maturity:
Three months or less
Over three through six months
Over six through twelve months
Over one year through three years
Over three years
December 31,
2021
2020
$
$
71,728 $
52,784
97,370
63,453
10,297
295,632 $
80,605
75,974
111,879
94,178
10,798
373,434
The approximate scheduled maturities of time deposits for each of the next five years are shown below (dollars in thousands).
2022
2023
2024
2025
2026
$
$
337,386
71,806
23,276
12,106
3,021
447,595
Public fund deposits as of December 31, 2021 and 2020 totaled approximately $117.8 million and $86.6 million, respectively.
The funds were secured by securities with a fair value of approximately $107.2 million and $72.7 million as of December 31,
2021 and 2020, respectively.
As of December 31, 2021 and 2020, total deposits outstanding to executive officers, principal shareholders, directors and to
companies in which they are principal owners amounted to approximately $49.4 million and $38.8 million, respectively.
NOTE 10. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
We utilize securities sold under agreements to repurchase (“repurchase agreements”) to facilitate the needs of our customers and
to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection
with the transaction. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral
based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained
with our safekeeping agents.
Repurchase agreements mature on a daily basis. The total balance of repurchase agreements was $5.8 million and $5.7 million
at December 31, 2021 and December 31, 2020, respectively. These funds were secured by investment securities with fair values
of approximately $11.0 million and $6.3 million at December 31, 2021 and December 31, 2020, respectively. The interest rate
paid for repurchase agreements is tiered, based on balance, and is indexed to the federal funds rate. The weighted average interest
rate on repurchase agreements was 0.15% and 0.20% at December 31, 2021 and December 31, 2020, respectively. The weighted
average rate paid for repurchase agreements during the years ended December 31, 2021, 2020 and 2019 was 0.21%, 0.30% and
1.32%, respectively.
NOTE 11. SUBORDINATED DEBT SECURITIES
On November 12, 2019, the Company issued and sold $25.0 million in aggregate principal amount of its 5.125% Fixed-to-
Floating Rate Subordinated Notes (the “2029 Notes”) due December 30, 2029. Beginning on December 30, 2024, the Company
may redeem the 2029 Notes, in whole or in part, at their principal amount plus any accrued and unpaid interest. The 2029 Notes
bear an interest rate of 5.125% per annum until December 30, 2024, on which date the interest rate will reset quarterly to an
annual interest rate equal to the then-current three-month LIBOR as calculated on each applicable date of determination, or an
alternative rate determined in accordance with the terms of the 2029 Notes if the three-month LIBOR cannot be determined, plus
349.0 basis points.
105
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
On March 24, 2017, the Company issued and sold $18.6 million in aggregate principal amount of its 6.00% Fixed-to-Floating
Rate Subordinated Notes (the “2027 Notes”) due March 30, 2027. Beginning on March 30, 2022, the Company may redeem the
2027 Notes, in whole or in part, at their principal amount plus any accrued and unpaid interest. The 2027 Notes bear an interest
rate of 6.00% per annum until March 30, 2022, on which date the interest rate will reset quarterly to an annual interest rate equal
to the then-current LIBOR plus 394.5 basis points.
The carrying value of subordinated debt was $43.0 million and $42.9 million at December 31, 2021 and 2020, respectively. The
subordinated debt securities were recorded net of issuance costs of $0.6 million and $0.7 million at December 31, 2021 and 2020,
respectively, which are being amortized using the straight-line method over the lives of the respective securities.
NOTE 12. OTHER BORROWED FUNDS
Federal Home Loan Bank Advances
FHLB advances and weighted average interest rates at the end of the period by contractual maturity are summarized as of the
dates presented (dollars in thousands).
Fixed rate advances maturing:
2021
2024
2028
2033
Amount
Weighted Average Rate
December
31, 2021
December
31, 2020
December
31, 2021
December
31, 2020
$
$
— $
23,500
25,000
30,000
78,500 $
42,000
23,500
25,000
30,000
120,500
—%
1.81
1.77
1.88
1.82%
0.11%
1.81
1.77
1.88
1.23%
As of December 31, 2021, these advances are collateralized by approximately $932.4 million of the Company’s loan portfolio
and $1.3 million of the Company’s investment securities in accordance with the Advance Security and Collateral Agreement
with the FHLB. As of December 31, 2021, the Company had an additional $845.9 million available under its line of credit with
the FHLB.
At December 31, 2021 and 2020, the FHLB advances contractually maturing in 2028 and 2033 are fixed rate, nonamortizing
puttable advances. Under the terms of these advances, the Bank sells the FHLB options to terminate the fixed rate advances at
specified points in time prior to the stated maturity dates. The FHLB may terminate the advances on quarterly option exercise
dates until maturity.
Lines of Credit
In addition, the Company has outstanding unsecured lines of credit with its correspondent banks available to assist in the
management of short-term liquidity. Any balances drawn on these lines of credit mature daily. At December 31, 2021 and 2020,
the available balance on the unsecured lines of credit totaled approximately $60.0 million, with no outstanding balance reflected
on the consolidated balance sheets.
106
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Junior Subordinated Debt
The following table provides a summary of the Company’s junior subordinated debentures (dollars in thousands).
First Community Louisiana
Statutory Trust I
Face Value
Carrying
Value
Maturity
Date
Variable Interest
Rate
3-month LIBOR +
Interest Rate at
December 31, 2021
$
3,609 $
3,609 June 2036
1.77%
BOJ Bancshares Statutory Trust I
3,093
2,392
Cheaha Statutory Trust I
$
3,093
9,795 $
2,383
8,384
December
2034
September
2035
3-month LIBOR +
1.90%
3-month LIBOR +
1.70%
1.97%
2.10%
1.90%
These debentures are unsecured obligations due to trusts that are unconsolidated subsidiaries. The debentures were issued in
conjunction with the trusts’ issuances of obligated capital securities. The trusts used the proceeds from the issuances of their
capital securities to buy floating rate junior subordinated deferrable interest debentures that bear the same interest rate and terms
as the capital securities. These debentures are the trusts’ only assets and the interest payments from the debentures finance the
distributions paid on the capital securities. These debentures rank junior and are subordinate in the right of payment to all other
debt of the Company.
As part of the purchase accounting adjustments made with the BOJ Bancshares Inc. acquisition on December 1, 2017, and with
the Cheaha Financial Group, Inc. acquisition on April 1, 2021, the Company adjusted the carrying value of the junior
subordinated debentures to fair value as of the respective acquisition date. The discounts on the debentures will continue to be
amortized through maturity and recognized as a component of interest expense.
The debentures may be called by the Company at par plus any accrued interest. Interest on the debentures is calculated quarterly.
The distribution rate payable on the capital securities is cumulative and payable quarterly in arrears. The Company has the right
to defer payments of interest on the debentures at any time by extending the interest payment period for a period not exceeding
20 consecutive quarters with respect to each deferral period, provided that no extension period may extend beyond the redemption
or maturity date of the debentures.
The debentures are included on the consolidated balance sheets as liabilities; however, for regulatory purposes, the carrying
values of these obligations are eligible for inclusion in Tier I regulatory capital, subject to certain limitations. The total carrying
values of $8.4 million and $5.9 million were allowed in the calculation of Tier I regulatory capital at December 31,
2021 and 2020, respectively.
NOTE 13. DERIVATIVE FINANCIAL INSTRUMENTS
As part of its liability management, the Company utilizes pay-fixed interest rate swaps to manage exposure against the variability
in the expected future cash flows (future interest payments) attributable to changes in the 1-month LIBOR associated with the
forecasted issuances of 1-month fixed rate debt arising from a rollover strategy. The maximum length of time over which the
Company is currently hedging its exposure to the variability in future cash flows for forecasted transactions is approximately 7.6
years. At December 31, 2021, the Company had no current interest rate swap agreements compared to current interest rate swap
agreements with a total notional amount of $80.0 million at December 31, 2020, and forward starting interest rate swap
agreements with a total notional amount $115.0 million compared to $140.0 million at December 31, 2020, all of which were
designated as cash flow hedges. The interest rate swaps were determined to be fully effective during the periods presented, and
therefore no amount of ineffectiveness has been included in net income. The derivative contracts are between the Company and
two counterparties. To mitigate credit risk, securities are pledged to the Company by the counterparties in an amount greater than
or equal to the gain position of the derivative contracts. Conversely, securities are pledged to the counterparties by the Company
in an amount greater than or equal to the loss position of the derivative contracts, if applicable.
107
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
In September 2021, the Company voluntarily terminated interest rate swaps with a total notional amount of $150.0 million in
response to market conditions and as a result of excess liquidity. Unrealized gains of $1.4 million, net of tax expense of $0.4
million, were reclassified from “Accumulated other comprehensive income” as of December 31, 2021 and recorded as “Swap
termination fee income” of $1.8 million in noninterest income in the accompanying consolidated statement of income for the
year ended December 31, 2021.
For the year ended December 31, 2021, a gain of $5.3 million, net of a $1.4 million tax expense, was recognized in “Other
comprehensive (loss) income” (“OCI”) in the accompanying consolidated statements of comprehensive income for the change
in fair value of the interest rate swap contracts. For the years ended December 31, 2020 and December 31, 2019,
a loss of $2.3 million, net of a $0.6 million tax benefit, and a gain of $51,000, net of a $14,000 tax expense, respectively, was
recognized in OCI in the accompanying consolidated statements of comprehensive income for the change in fair value of the
interest rate swap contracts.
The fair value of the swap contracts consisted of gross assets of $2.6 million and gross liabilities of $29,000, netting to a fair
value of $2.6 million recorded in “Other assets” in the accompanying consolidated balance sheet at December 31, 2021. The fair
value of the swap contracts consisted of gross liabilities of $2.8 million and gross assets of $0.6 million, netting to a fair value of
$2.2 million recorded in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheet at December 31,
2020. The accumulated gain of $2.1 million included in “Accumulated other comprehensive income” in the accompanying
consolidated balance sheet as of December 31, 2021 would be reclassified to current earnings if the hedge transactions
become probable of not occurring. The Company expects the hedges to remain fully effective during the remaining term of the
swap contracts.
Customer Derivatives – Interest Rate Swaps
The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate
commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a
variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the
customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third
party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the
customers and third parties are not designated as hedges under FASB ASC Topic 815, Derivatives and Hedging, and are marked
to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark
interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair
value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB
ASC Topic 820, Fair Value Measurement and Disclosure (“ASC 820”). The Company did not recognize any gains or losses in
other operating income resulting from fair value adjustments during the years ended December 31, 2021, 2020 and 2019.
NOTE 14. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company’s Articles of Incorporation give the Company’s board of directors the authority to issue up to 5,000,000 shares of
preferred stock. At December 31, 2021, there were no preferred shares outstanding. The preferred shares are considered “blank
check” preferred stock. This type of preferred stock allows the board of directors to fix the designations, preferences and relative,
participating, optional or other special rights, and qualifications and limitations or restrictions of any series of preferred stock
without further shareholder approval.
Common Stock
The Company’s Articles of Incorporation give the Company’s board of directors the authority to issue up to 40,000,000 shares
of common stock. At December 31, 2021, there were 10,343,494 common shares outstanding compared to 10,608,869 and
11,228,775 at December 31, 2020 and 2019, respectively.
108
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
In addition, the Company repurchased 359,138, 661,504, and 359,906 shares of its common stock through its stock repurchase
program at an average price of $19.24, $16.75, and $23.09 per share during the years ended December 31, 2021, 2020 and 2019,
respectively.
Dividend Restrictions. In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide
funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit
the amount of dividends that may be paid to the Company. Approval by regulatory authorities is required if the effect of the
dividend would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if
dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. Further,
a national bank may not pay a dividend in excess of its undivided profits.
Under the terms of the junior subordinated debentures, assumed through acquisition, the Company has the right at any time
during the term of the debentures to defer the payment of interest. In the event that the Company elects to defer interest on the
debentures, it may not, with certain exceptions, declare or pay any dividends or distributions on its common stock or purchase
or acquire any of its common stock.
Under the terms of the Company’s 5.125% Fixed-to-Floating Rate Subordinated Notes due 2029, the Company may not pay a
dividend if either the parent company or the Bank, both immediately prior to the declaration of the dividend and after giving
effect to the payment of the dividend, would not maintain regulatory capital ratios that are at “well capitalized” levels for
regulatory purposes (but with respect to the parent company, only if it is required to measure and report such ratios on a
consolidated basis under applicable law). The Company is also prohibited from paying dividends upon and during the
continuance of any Event of Default under such notes.
These restrictions do not, and are not expected in the future to, materially limit the Company’s ability to pay dividends to its
shareholders in an amount consistent with the Company’s history of paying dividends.
Accumulated Other Comprehensive Income (Loss)
Activity within the balances in accumulated other comprehensive income (loss), net is shown in the tables below (dollars in
thousands).
Beginning
of Period
2021
Net
Change
For the years ended December 31,
2020
Net
Change
Beginning
of Period
End of
Period
End of
Period
Beginning
of Period
2019
Net
Change
End of
Period
Unrealized gain (loss),
available for sale, net
Reclassification of realized
gain, net
$
7,493 $ (2,611) $ 4,882 $
3,476 $ 4,017 $ 7,493 $
(1,647) $ 5,123 $ 3,476
(3,939) (1,833)
(5,772)
(2,131 ) (1,808 )
(3,939)
(1,925)
(206)
(2,131)
Unrealized gain (loss), transfer
from available for sale to
held to maturity, net
Change in fair value of interest
rate swap designated as a
cash flow hedge, net
Reclassification of realized
gain on interest rate swap
termination, net
Accumulated other
3
(1)
2
4
(1 )
3
5
(1)
4
(1,752) 5,253
3,501
542 (2,294 )
(1,752)
491
51
542
— (1,450)
(1,450)
— —
—
— —
—
comprehensive income
(loss)
$
1,805 $
(642) $ 1,163 $
1,891 $
(86 ) $ 1,805 $
(3,076) $ 4,967 $ 1,891
109
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
NOTE 15. STOCK-BASED COMPENSATION
Equity Incentive Plan. The Company’s Amended and Restated 2017 Long-Term Incentive Compensation Plan (the “Plan”)
authorizes the grant of various types of equity awards, such as restricted stock, restricted stock units, stock options and stock
appreciation rights to eligible participants, which include all of the Company’s employees, non-employee directors, and
consultants. The Plan has reserved a total of 1,200,000 shares of common stock, 600,000 of which were authorized in 2021, for
issuance to eligible participants pursuant to equity awards under the Plan. The Plan is administered by the Compensation
Committee of the Company’s board of directors, which determines, within the provisions of the Plan, those eligible employees
to whom, and the times at which, equity awards will be granted. The Compensation Committee, in its discretion, may delegate
its authority and duties under the Plan to specified officers; however, only the Compensation Committee may approve the terms
of equity awards to the Company’s executive officers and directors. At December 31, 2021, approximately 723,762 shares remain
available for grant.
Stock Options
During the years ended December 31, 2021, 2020 and 2019, the Company granted 38,450, 58,993, and 36,984 stock options,
respectively, to key personnel that vest in one-fifth increments on each of the first five anniversaries of the grant date.
The table below summarizes the Company’s stock option activity for the periods indicated.
Stock Options
Shares
Average Price
Weighted
Weighted
Average
Remaining
Contractual
Term (Years)
6.49
Outstanding at December 31, 2018
Granted
Forfeited
Exercised
Outstanding at December 31, 2019
Granted
Forfeited
Exercised
Outstanding at December 31, 2020
Granted
Forfeited
Exercised
Outstanding at December 31, 2021
Exercisable at December 31, 2021
340,646 $
36,984
—
(20,416)
357,214
58,993
(4,585)
(3,334)
408,288
38,450
(30,869)
(47,388)
368,481
262,392 $
15.98
24.40
—
14.06
16.96
16.96
21.36
14.00
17.66
20.72
19.56
15.44
18.10
16.55
5.93
5.57
5.05
3.96
The aggregate intrinsic value of stock options is calculated as the aggregate difference between the exercise price of the stock
options and the fair market value of the Company’s common stock for those stock options having an exercise price lower than
the fair market value of the Company’s common stock. At December 31, 2021, the shares underlying outstanding and exercisable
stock options had an intrinsic value of $0.8 million.
The Company uses a Black-Scholes option pricing model to estimate the fair value of stock-based awards. The Black-Scholes
option pricing model incorporates various subjective assumptions, including expected term and expected volatility. Stock option
expense in the accompanying consolidated statements of income for the years ended December 31, 2021, 2020 and 2019 was
$0.2 million, $0.2 million and $0.3 million, respectively. At December 31, 2021, there was $0.3 million of unrecognized
compensation cost related to stock options that is expected to be recognized over a weighted average period of 2.5 years.
110
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The table below shows the assumptions used for the stock options granted during the years ended December 31, 2021 and 2020.
Dividend yield
Expected volatility
Risk-free interest rate
Expected term (in years)
Weighted average grant date fair value
Restricted Stock and Restricted Stock Units
2021
2020
1.35%
39.23%
1.25%
6.5
7.23 $
1.12%
26.39%
0.99%
6.5
5.17
$
Under the Plan, the Company may grant restricted stock, restricted stock units, and other stock-based awards to Plan participants,
subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While
restricted stock is subject to forfeiture, holders of restricted stock may exercise full voting rights and will receive all dividends
paid with respect to the restricted shares. Restricted stock units (“RSUs”) do not have voting rights and do not receive dividends
or dividend equivalents. The restricted stock and RSUs granted under the Plan are typically subject to a vesting period.
Compensation expense for restricted stock and RSUs is determined based on the market price of the Company’s common stock
at the grant date and is applied to the total number of shares or units granted and is recognized on a straight-line basis over the
requisite service period of generally five years for employees and two years for non-employee directors. Upon vesting of
restricted stock and RSUs, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income
tax benefit in the Consolidated Statements of Income.
Historically, the Company has granted restricted stock awards to Plan participants. Beginning in 2019, the Company granted
time vested RSUs to its non-employee directors and certain officers of the Company with vesting terms ranging from two years
to five years.
The Company granted a total of 129,082 RSUs to employees and directors for the year ended December 31, 2021. Of the RSUs
issued in 2021, 105,294 shares will vest over five years and 23,788 shares will vest over two years.
The Company granted a total of 102,953 RSUs to employees and directors for the year ended December 31, 2020. Of the RSUs
issued in 2020, 91,268 shares will vest over five years and 11,685 shares will vest over two years.
The Company granted a total of 79,439 shares of restricted stock to employees for the year ended December 31, 2019. Of the
RSUs issued in 2019, 68,430 shares will vest over five years and 11,009 shares will vest over two years.
Compensation expense related to restricted stock and RSUs in the accompanying consolidated statements of income for the years
ended December 31, 2021, 2020 and 2019 was $1.6 million, $1.4 million and $1.1 million, respectively. The unearned
compensation related to these awards is amortized to compensation expense over the vesting period. As of December 31, 2021,
2020 and 2019, unearned stock-based compensation associated with these awards totaled approximately $3.7 million, $3.4
million and $2.8 million, respectively. The $3.7 million of unrecognized compensation cost related to time vested restricted stock
and RSUs at December 31, 2021 is expected to be recognized over a weighted average period of 3.2 years.
The following table summarizes the restricted stock and RSU activity for the years ended December 31, 2021 and December 31,
2020.
December 31,
2021
2020
Balance, beginning of period
Granted
Forfeited
Earned and issued
Balance, end of period
207,146 $
129,082
(29,642)
(65,516)
241,070 $
22.23
19.91
21.79
21.64
21.16
111
Weighted
Average
Grant Date
Fair Value
Shares
Shares
Weighted
Average
Grant Date
Fair Value
22.43
21.41
22.16
21.29
22.23
168,216 $
102,953
(10,283)
(53,740)
207,146 $
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
NOTE 16. EMPLOYEE BENEFIT PLANS
The Company maintains a 401(k) defined contribution plan (the “401(k) Plan”), which covers employees over the age of twenty-
one who have completed three months of credited service, as defined by the 401(k) Plan. The 401(k) Plan allows employees to
defer a percentage of their salaries subject to certain limits based on federal tax laws. The Company makes matching contributions
up to 4% of the employee’s annual salary (subject to certain maximum compensation amounts as prescribed in Internal Revenue
Service guidance). Contributions by the Company and participants are immediately vested. Employer matching contributions to
the 401(k) Plan for the years ended December 31, 2021, 2020 and 2019 were approximately $1.0 million, $0.9 million and
$0.8 million, respectively, and are included in salaries and employee benefits on the consolidated statements of income.
The 401(k) Plan also allows for discretionary Company contributions in the form of cash or Company stock. Contributions in
the form of Company stock are held in a portion of the 401(k) Plan that qualifies as an employee stock ownership plan. The
Company made a $0.2 million Company stock contribution in both the years ended December 31, 2020 and 2019. The
discretionary components vest in increments of 20% annually over a period of five years based on the employees’ years of
service, beginning upon completion of two years of service (such that an employee with six years of service will be 100% vested).
In 2019 and 2020, the Bank entered into Salary Continuation Agreements (“SCA”) with certain of the Company’s officers. The
SCAs represent unfunded, non-qualified deferred compensation arrangements under the Internal Revenue Code of 1986, as
amended. The SCAs between the Bank and each officer, as supplemented if applicable, provide that the officer shall receive
annual payments of a fixed amount upon attaining the age of 65, with such payments payable monthly over a period of 120
months (10 years). Each officer is also entitled to certain reduced payments following a termination of employment prior to
attaining age 65 (other than a termination due to death or with cause), which payments shall be made on the same schedule
mentioned above.
The Company maintained a deferred compensation plan for a former employee of First Community Bank, a bank acquired by
the Company in 2013. A single premium immediate annuity policy was purchased of which the former employee is the
beneficiary. Under this policy, the beneficiary received monthly payments of $2,000 through 2020. The Company also maintains
a deferred compensation plan for a former employee of Citizens Bank (“Citizens”), a liability assumed in the Citizens acquisition
in 2017. Under the deferred compensation agreement, the former employee will receive monthly payments of $2,000 through
May of 2030. The Company also maintains a deferred compensation plan for certain former employees of Cheaha, and associated
liabilities of $1.7 million were assumed in the acquisition on April 1, 2021. The deferred compensation plan provides for
payments for a period of 15 years following specified retirement dates, which range from 2018 through 2032. At December 31,
2021 and 2020, the Company had a liability of $4.3 million and $1.9 million, respectively, in “Accrued taxes and other liabilities”
on the consolidated balance sheets related to these deferred compensation plans. Deferred compensation expenses related to these
plans recognized for the years ended December 31, 2021, 2020 and 2019 were approximately $0.7 million, $0.4 million and
$0.7 million, respectively, and are included in salaries and employee benefits on the consolidated statements of income.
NOTE 17. INCOME TAXES
The income tax expense included in the consolidated statements of income is displayed in the table below for the years ended
December 31, 2021, 2020 and 2019 (dollars in thousands).
Current federal income tax expense
Current state income tax expense
Deferred federal income tax expense
Total income tax expense
2021
December 31,
2020
2019
$
$
2,315 $
141
(547)
1,909 $
4,805 $
33
(1,388)
3,450 $
3,951
15
153
4,119
112
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The provision for federal income taxes differs from that computed by applying the federal statutory rate of 21% as indicated in
the following analysis for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands).
Tax based on statutory rate
(Decrease) increase resulting from:
Effect of tax-exempt income
Acquisition costs
Historical tax credits
State taxes
Other
Total income tax expense
Effective rate
2021
December 31,
2020
2019
$
2,081 $
3,641 $
4,401
(348)
72
(54)
141
17
1,909 $
19.3%
(299)
—
29
33
46
3,450 $
19.9%
(250)
32
6
15
(85)
4,119
19.7%
$
The Company records deferred income tax on the tax effect of changes in timing differences.
The net deferred tax liability or asset was comprised of the following items as of the dates indicated (dollars in thousands).
Deferred tax liabilities:
Depreciation
FHLB stock dividend
Unrealized gain on available for sale securities
Basis difference in acquired assets and liabilities
Operating lease right-of-use asset
Other
Gross deferred tax liability
Deferred tax assets:
Allowance for loan losses
Net operating loss carryforward
Deferred compensation
Basis difference in acquired assets and liabilities
Employee and director stock awards
Operating lease liability
Unearned loan fees
Employee Retention Credit
Other
Gross deferred tax assets
Net deferred tax asset
December 31,
2021
2020
$
$
(4,024) $
(71)
(309)
(1,233)
(704)
(167)
(6,508)
4,502
316
903
709
553
725
379
498
162
8,747
2,239 $
(3,746)
(63)
(480)
(1,010)
(809)
(149)
(6,257)
4,012
440
404
380
524
828
667
—
362
7,617
1,360
The Company acquired net operating loss (“NOL”) carryforwards through tax free acquisitions. As of December 31, 2021 and
December 31, 2020, the Company’s gross NOL carryforwards were approximately $1.5 million and $2.1 million, respectively.
As of December 31, 2021, $0.2 million and $1.3 million of the NOL carryforwards expire in 2033 and 2039, respectively. All
available NOL carryforwards are expected to be fully utilized by 2023.
The Company files income tax returns under U.S. federal jurisdiction and the states of Alabama, Florida, Texas and Louisiana,
although the state of Louisiana does not assess an income tax on income resulting from banking operations. The Company is
open to examination in the U.S. and the state of Louisiana for tax years ended December 31, 2018 through December 31, 2021;
and Alabama, Texas and Florida for tax years ended December 31, 2019 through December 31, 2021.
113
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
NOTE 18. FAIR VALUES OF FINANCIAL INSTRUMENTS
In accordance with FASB ASC 820, disclosure of fair value information about financial instruments, whether or not recognized
in the balance sheet, is required. The fair value of a financial instrument is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market
conditions. Fair value is best determined based upon quoted market prices, or exit prices. In cases where quoted market prices
are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate and estimates of future cash flows, and the fair value
estimates may not be realized in an immediate settlement of the instruments. Accordingly, the aggregate fair value amounts
presented do not represent the underlying value of the Company.
If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique
or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market
participants would transact at the measurement date under current market conditions depends on the facts and circumstances and
requires use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value
under current market conditions.
Fair Value Hierarchy
In accordance with ASC 820, the Company groups its financial assets and financial liabilities measured at fair value in three
levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine
fair value.
Level 1 – Valuation is based upon quoted prices for identical assets or liabilities traded in active markets.
Level 2 – Valuation is based upon observable inputs other than quoted prices included in level 1, such as quoted prices for similar
assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or
other inputs that are observable or can be corroborated by observable market data.
Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and that are significant
to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar
techniques that use significant unobservable inputs.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.
The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:
Cash and Due from Banks – For these short-term instruments, fair value is the carrying value. Cash and due from banks are
classified in level 1 of the fair value hierarchy.
Federal Funds Sold – The fair value is the carrying value. The Company classifies these assets in level 1 of the fair value
hierarchy.
Investment Securities and Equity Securities – Where quoted prices are available in an active market, the Company classifies the
securities within level 1 of the valuation hierarchy. Securities are defined as both long and short positions. Level 1 securities
include exchange-traded equity securities.
If quoted market prices are not available, the Company estimates fair values using pricing models and discounted cash flows that
consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes,
and credit spreads. Examples of such instruments, which would generally be classified within level 2 of the valuation hierarchy
if observable inputs are available, include obligations of U.S. government agencies and corporations, obligations of state and
political subdivisions, corporate bonds, residential mortgage-backed securities, commercial mortgage-backed securities, and
other equity securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, the
Company classifies those securities in level 3.
114
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Based on market reference data, which may include reported trades; bids, offers or broker/dealer quotes; benchmark yields and
spreads; as well as other reference data, management monitors the current placement of securities in the fair value hierarchy to
determine whether transfers between levels may be warranted. At December 31, 2021, the majority of our level 3 investments
were obligations of state and political subdivisions. The Company estimated the fair value of these level 3 investments using
discounted cash flow models, the key inputs of which are the coupon rate, current spreads to the yield curves, and expected
repayment dates, adjusted for illiquidity of the local municipal market and sinking funds, if applicable. Option-adjusted models
may be used for structured or callable notes, as appropriate.
Loans – The fair value of portfolio loans, net is determined using an exit price methodology. The exit price methodology
continues to be based on a discounted cash flow analysis, in which projected cash flows are based on contractual cash flows
adjusted for prepayments for certain loan types (e.g. residential mortgage loans and multifamily loans) and the use of a discount
rate based on expected relative risk of the cash flows. The discount rate selected considers loan type, maturity date, a liquidity
premium, cost to service, and cost of capital, which is a level 3 fair value estimate.
Loans held for sale are measured using quoted market prices when available. If quoted market prices are not available,
comparable market values or discounted cash flow analyses may be utilized. The Company classifies these assets in level 3 of
the fair value hierarchy.
Deposit Liabilities – The fair values disclosed for noninterest-bearing demand deposits are, by definition, equal to the amount
payable on demand at the reporting date (that is, their carrying amounts). These noninterest-bearing deposits are classified in
level 2 of the fair value hierarchy. All interest-bearing deposits are classified in level 3 of the fair value hierarchy. The carrying
amounts of variable-rate (for example interest-bearing checking, savings, and money market accounts), fixed-term money market
accounts, and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of
deposit are estimated using a discounted cash flow calculation that applies market interest rates on comparable instruments to a
schedule of aggregated expected monthly maturities on time deposits.
Short-Term Borrowings—The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other
short-term borrowings approximate their fair values. The Company classifies these borrowings in level 2 of the fair value
hierarchy.
Long-Term Borrowings, including Junior Subordinated Debt Securities – The fair values of long-term borrowings are estimated
using discounted cash flows analyses based on the Company’s current incremental borrowing rates for similar types of borrowing
arrangements. The fair value of the Company’s long-term debt is therefore classified in level 3 in the fair value hierarchy.
Subordinated Debt Securities – The fair value of subordinated debt is estimated based on current market rates on similar debt in
the market. The Company classifies this debt in level 2 of the fair value hierarchy.
Derivative Instruments – The fair value for interest rate swap agreements are based upon the amounts required to settle the
contracts. These derivative instruments are classified in level 2 of the fair value hierarchy.
115
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Fair Value of Assets and Liabilities Measured on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below as of the dates indicated (dollars in
thousands).
Quoted Prices
in Active
Markets for
Fair Value
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
December 31, 2021
Assets:
Obligations of U.S. government agencies and corporations $
Obligations of state and political subdivisions
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Equity securities
Derivative financial instruments
Total assets
December 31, 2020
Assets:
$
21,268 $
32,585
27,667
199,904
74,085
1,810
2,599
359,918 $
Obligations of U.S. government agencies and corporations $
Obligations of state and political subdivisions
Corporate bonds
Residential mortgage-backed securities
Commercial mortgage-backed securities
Equity securities
Total assets
$
36,821 $
22,137
27,708
122,598
59,146
1,670
270,080 $
Liabilities:
— $
—
—
—
—
1,810
—
1,810 $
— $
—
—
—
—
1,670
1,670 $
21,268 $
10,471
27,179
199,904
74,085
—
2,599
335,506 $
36,821 $
3,621
27,708
122,598
59,146
—
249,894 $
—
22,114
488
—
—
—
—
22,602
—
18,516
—
—
—
—
18,516
Derivative financial instruments
$
2,216 $
— $
2,216 $
—
Equity securities balances in the table above do not reflect balances of stock held in correspondent banks.
116
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the Company’s ability to observe
inputs to the valuation may cause reclassification of certain assets or liabilities within the fair value hierarchy. In the third quarter
of 2021, the Company transferred approximately $0.5 million of corporate bonds from level 2 to level 3 based on insufficient
market reference data. The table below provides a reconciliation for assets measured at fair value on a recurring basis using
significant unobservable inputs, or level 3 inputs (dollars in thousands).
Balance at December 31, 2019
Realized gains (losses) included in net income
Unrealized losses included in other comprehensive (loss) income
Purchases
Sales
Maturities, prepayments, and calls
Transfers into Level 3
Transfers out of Level 3
Balance at December 31, 2020
Realized gains (losses) included in net income
Unrealized losses included in other comprehensive (loss) income
Purchases
Sales
Maturities, prepayments, and calls
Transfers into Level 3
Transfers out of Level 3
Balance at December 31, 2021
$
$
Obligations of
State and
Political
Subdivisions
$
Corporate
19,375 $
—
(859)
—
—
—
—
—
18,516 $
—
(1,014)
5,000
—
(388)
—
—
22,114 $
Bonds
Total
— $
—
—
—
—
—
—
—
— $
—
(4)
—
—
—
492
—
488 $
19,375
—
(859)
—
—
—
—
—
18,516
—
(1,018)
5,000
—
(388)
492
—
22,602
There were no liabilities measured at fair value on a recurring basis using level 3 inputs at December 31, 2021 and 2020. For the
years ended December 31, 2021, 2020 and 2019, there were no gains or losses included in earnings related to the change in fair
value of the assets measured on a recurring basis using significant unobservable inputs held at the end of the period.
The following table provides quantitative information about significant unobservable inputs used in fair value measurements of
Level 3 assets measured at fair value on a recurring basis at December 31, 2021 (dollars in thousands):
Estimated
Fair Value
Valuation Technique
Range of
Unobservable
Inputs
Discounts
December 31, 2021
Obligations of state and
political subdivisions
$
Corporate bonds
December 31, 2020
Option-adjusted discounted cash flow model;
present value of expected future cash flow
model
22,114
Option-adjusted discounted cash flow model;
present value of expected future cash flow
model
488
Bond appraisal
adjustment(1)
0% - 2%
Bond appraisal
adjustment(1)
2%
Obligations of state and
political subdivisions
$
Option-adjusted discounted cash flow model;
present value of expected future cash flow
model
18,516
Bond appraisal
adjustment(1)
0% - 0.4%
(1)
Fair values determined through valuation analysis using coupon, yield (discount margin), liquidity and expected repayment dates.
117
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Fair Value of Assets Measured on a Nonrecurring Basis
Quantitative information about assets measured at fair value on a nonrecurring basis based on significant unobservable inputs
(level 3) are summarized below as of the dates indicated; there were no liabilities measured on a nonrecurring basis at December
31, 2021 or 2020 (dollars in thousands).
Estimated
Fair Value
December 31, 2021
Valuation Technique
Unobservable Inputs
Impaired loans
$
12,703
Discounted cash flows,
underlying collateral value
Collateral discounts and
estimated costs to sell
December 31, 2020
Impaired loans
Other real estate
$
owned
Discounted cash flows,
underlying collateral value
Underlying collateral value,
third party appraisals
259
635
Collateral discounts and
estimated costs to sell
Collateral discounts and
discount rates
Weighted
Range of
Average
Discounts Discount
10% -
100%
2% -
100%
4%
60%
34%
4%
The estimated fair values of the Company’s financial instruments at December 31, 2021 and December 31, 2020 are shown
below (dollars in thousands).
Carrying Estimated
Amount
Fair Value Level 1
Level 2
Level 3
December 31, 2021
Financial assets:
Cash and due from banks
Federal funds sold
Investment securities
Equity securities
Loans, net of allowance
Loans held for sale
Derivative financial instruments
Financial liabilities:
Deposits, noninterest-bearing
Deposits, interest-bearing
FHLB short-term advances and repurchase
agreements
FHLB long-term advances
Junior subordinated debt
Subordinated debt
$
96,541 $
500
365,764
16,803
96,541 $
500
366,236
16,803
1,851,153 1,866,657
625
2,599
620
2,599
96,541 $
500
—
1,810
—
—
—
— $
—
336,357
14,993
—
—
29,879
—
— 1,866,657
625
—
—
2,599
585,465 $
$
585,465 $
1,534,801 1,538,052
— $
—
585,465 $
—
— 1,538,052
5,783
78,500
8,384
43,600
5,783
77,229
8,384
38,545
—
—
—
—
5,783
—
—
38,545
—
77,229
8,384
—
118
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Carrying Estimated
Amount
Fair Value Level 1
Level 2
Level 3
December 31, 2020
Financial assets:
Cash and due from banks
Investment securities
Equity securities
Loans, net of allowance
Financial liabilities:
Deposits, noninterest-bearing
Deposits, interest-bearing
FHLB short-term advances and repurchase
agreements
FHLB long-term advances
Junior subordinated debt
Subordinated debt
Derivative financial instruments
NOTE 19. REGULATORY MATTERS
$
35,368 $
280,844
16,599
35,368 $
281,059
16,599
1,839,955 1,861,971
35,368 $
—
1,670
—
— $
254,306
14,929
—
26,753
—
— 1,861,971
448,230 $
$
448,230 $
1,439,594 1,504,644
— $
—
448,230 $
—
— 1,504,644
47,653
78,500
5,949
43,600
2,216
47,653
82,101
5,299
42,336
2,216
—
—
—
—
—
47,653
—
—
42,336
2,216
—
82,101
5,299
—
—
The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines,
the Company and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain
off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum
amounts and ratios (set forth in the table below) of total, Common Equity Tier 1, and Tier 1 capital (as defined in the regulations)
to risk-weighted assets (as defined) and Tier 1 capital to average assets (as defined).
As of December 31, 2021 and 2020, the Bank was considered well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized, the Bank must maintain minimum risk-based and Tier 1 leverage capital
ratios as set forth in the table below and not be subject to a written agreement or order with regulators to maintain a specific
capital level for any capital measure. There are no conditions or events since the regulatory framework for prompt corrective
action was issued that management believes have changed the Bank’s category.
119
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
The Company’s and the Bank’s actual capital amounts and ratios as of December 31, 2021 and December 31, 2020 are
presented in the tables below (dollars in thousands).
December 31, 2021
Tier 1 leverage capital
Investar Holding Corporation
Investar Bank
Actual
Amount Ratio
Capital Adequacy* Well Capitalized
Amount Ratio
Amount Ratio
$ 206,899
244,541
8.12% $ 101,983
9.60 101,851
4.00%
NA
4.00 127,313
NA
5.00
Common Equity Tier 1 risk-based capital
Investar Holding Corporation
Investar Bank
197,399
244,541
9.45 146,291
11.72 146,086
7.00
NA
7.00 135,651
NA
6.50
Tier 1 risk-based capital
Investar Holding Corporation
Investar Bank
Total risk-based capital
Investar Holding Corporation
Investar Bank
December 31, 2020
Tier 1 leverage capital
Investar Holding Corporation
Investar Bank
206,899
244,541
9.90 177,639
11.72 177,390
8.50
NA
8.50 166,956
NA
8.00
271,416
266,069
12.99 219,436
12.75 219,129
10.50
NA
10.50 208,694
NA
10.00
$ 215,750
237,684
9.49% $ 90,975
10.47 90,837
4.00%
NA
4.00 113,546
NA
5.00
Common Equity Tier 1 risk-based capital
Investar Holding Corporation
Investar Bank
209,250
237,684
11.02 132,890
12.53 132,750
7.00
NA
7.00 123,268
NA
6.50
Tier 1 risk-based capital
Investar Holding Corporation
Investar Bank
Total risk-based capital
Investar Holding Corporation
Investar Bank
215,750
237,684
11.36 161,366
12.53 161,196
8.50
NA
8.50 151,714
NA
8.00
279,253
258,291
14.71 199,335
13.62 199,125
10.50
NA
10.50 189,642
NA
10.00
*The minimum ratios and amounts under the column for Capital Adequacy for December 31, 2021 and December 31, 2020
reflect the minimum regulatory capital ratios imposed under Basel III plus the fully phased-in capital conservation buffer of
2.5%.
Applicable Federal statutes, regulations, and guidance impose restrictions on the amounts of dividends that may be declared by
the Company and the Bank. In addition to the formal statutes, regulations, and guidance, regulatory authorities also consider the
adequacy of the Company’s and the Bank’s total capital in relation to its assets, deposits, risk profile, and other such items and,
as a result, capital adequacy considerations could further limit the availability of dividends from the Company and the Bank. The
Company is also subject to dividend restrictions under the terms of its 2029 Notes and junior subordinated debentures. See
“Common Stock – Dividend Restrictions” in Note 14, Stockholders’ Equity, for more information.
In July 2013, the federal banking regulatory agencies issued a final rule which revises the regulatory capital framework for
financial institutions. The final rule (also known as the Basel III capital rules) covers a number of aspects pertaining to capital
requirements.
120
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
These include:
•
•
•
•
Increased the Prompt Corrective Action Capital Category Thresholds to be deemed well-capitalized.
Established a Capital Conservation Buffer - The Capital Conservation Buffer was phased in through 2019.
Changes in risk-weighting of certain assets.
Opt-out Election of Accumulated Other Comprehensive Income from Common Equity Tier 1 Capital.
Financial institutions became subject to the final rule on January 1, 2015, and the rules were fully phased in as of January 1,
2019.
NOTE 20. COMMITMENTS AND CONTINGENCIES
Unfunded Commitments
The Company is a party to financial instruments with off-balance sheet risk entered into in the normal course of business to meet
the financing needs of its customers. These financial instruments include commitments to extend credit consisting of loan
commitments and standby letters of credit, which are not included in the accompanying financial statements. Such financial
instruments are recorded in the financial statements when they become payable. The credit risk associated with these
commitments is evaluated in a manner similar to the allowance for loan losses. The reserve for unfunded lending commitments
is included in other liabilities in the balance sheet. At December 31, 2021 and 2020, the reserve for unfunded loan commitments
was $0.7 million and $0.2 million, respectively.
Commitments to extend credit are agreements to lend money with fixed expiration dates or termination clauses. The Company
applies the same credit standards used in the lending process when extending these commitments, and periodically reassesses the
customer’s creditworthiness through ongoing credit reviews. Since some commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral is obtained based
on the Company’s assessment of the transaction. Essentially all standby letters of credit issued have expiration dates within one
year.
The table below shows the approximate amounts of the Company’s commitments to extend credit as of the dates presented
(dollars in thousands).
Loan commitments
Standby letters of credit
December 31,
2021
December 31,
2020
$
349,701 $
18,259
266,039
14,420
Additionally, at December 31, 2021, the Company had unfunded commitments of $1.9 million for its investment in Small
Business Investment Company qualified funds, which is included in other assets on the consolidated balance sheet.
Insurance
The Company is obligated for certain costs associated with its insurance program for employee health. The Company is self-
insured for a substantial portion of its potential claims. The Company recognizes its obligation associated with these costs, up to
specified deductible limits, in the period in which a claim is incurred, including with respect to both reported claims and claims
incurred but not reported. The claims costs are estimated based on historical claims experience. The reserves for insurance claims
are reviewed and updated by management on a quarterly basis.
121
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
Employment Agreements
On August 1, 2020, the Company entered into employment agreements with its Chief Executive Officer and Chief Financial
Officer. These agreements provide that each executive shall receive a minimum annual base salary ($510,000 for its Chief
Executive Officer and $285,000 for its Chief Financial Officer), shall be eligible for annual incentive compensation up to a
certain percentage of the base salary, subject to the discretion and approval of the Company’s board of directors, and shall be
entitled to the payment of severance benefits upon termination under specified circumstances.
The initial term of each Employment Agreement expires on August 1, 2023 and will automatically renew for successive one-
year periods unless written notice of non-renewal is given by either party to the other at least ninety (90) days prior to the
expiration of the then-current term.
Legal Proceedings
The nature of the business of the Company’s banking and other subsidiaries ordinarily results in a certain amount of claims,
litigation, investigations, and legal and administrative cases and proceedings, which are considered incidental to the normal
conduct of business. Some of these claims are against entities which the Company acquired in business acquisitions. The
Company has asserted defenses to these claims and, with respect to such legal proceedings, intends to continue to defend itself,
litigating or settling cases according to management’s judgment as to what is in the best interest of the Company and its
shareholders.
The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest
information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably
estimated, the Company records a liability in its consolidated financial statements. These legal reserves may be increased or
decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of loss is not
estimable, the Company does not accrue legal reserves. While the outcome of legal proceedings is inherently uncertain, based
on information currently available and available insurance coverage, the Company’s management believes that it has established
appropriate legal reserves. If an accrual is not made, and there is at least a reasonable possibility that a loss or additional loss may
have been incurred, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss or
a statement that such an estimate cannot be made. Any incremental liabilities arising from pending legal proceedings are not
expected to have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations,
or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material
to the Company’s consolidated financial position, consolidated results of operations, or consolidated cash flows.
As of the date of this filing, the Company believes the amount of losses associated with legal proceedings that it is reasonably
possible to incur is not material.
NOTE 21. TRANSACTIONS WITH RELATED PARTIES
The Bank has made, and expects in the future to continue to make in the ordinary course of business, loans to directors and
executive officers of the Company, the Bank, and their affiliates. In management’s opinion, these loans were made in the ordinary
course of business at normal credit terms, including interest rate and collateral requirements, and do not represent more than
normal credit risk. See Note 4, Loans and Allowance for Loan Losses, for more information regarding lending transactions
between the Company and these related parties.
During 2021 and 2020, certain executive officers and directors of the Company and the Bank, including companies with which
they are affiliated, were deposit customers of the Bank. See Note 9, Deposits, regarding total deposits outstanding to these related
parties.
The Company has transactions with related parties for which the Company believes the terms and conditions are comparable to
terms that would have been available from a third party that was unaffiliated with the Company. The following describes
transactions since January 1, 2019, in addition to the ordinary banking relationships described above, in which the Company has
participated in which one or more of its directors, executive officers or other related persons had or will have a direct or indirect
material interest.
122
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
On May 29, 2020, the Bank purchased the first floor of its corporate headquarters, located at 10500 Coursey Blvd. in Baton
Rouge, Louisiana, from Court Plaza Investments, LLC, a related party entity that is controlled by one of the Company’s board
members. Following the purchases of the second and third floors in previous years, the first floor was purchased for $1.8 million
and gives the Bank complete ownership of the building, branded as the Investar Tower. The purchase price approximated the
appraised value as determined by an independent appraiser.
The Company has engaged in a number of transactions with Joffrion Commercial Division, LLC (“JCD”), a commercial
construction company owned and managed by Gordon H. Joffrion, one of the Company’s directors. For each transaction, the
Company selected JCD through its public bidding process. The Company paid JCD approximately $0.1 million, $0.9 million and
$0.3 million during the years ended December 31, 2021, 2020 and 2019, respectively.
NOTE 22. PARENT ONLY BALANCE SHEETS, STATEMENTS OF OPERATIONS AND STATEMENTS OF
CASH FLOWS
BALANCE SHEETS
(dollars in thousands)
ASSETS
Cash and due from banks
Equity securities
Due from bank subsidiary
Investment in bank subsidiary
Investment in trust
Trademark intangible
Other assets
Total assets
LIABILITIES
Subordinated debt, net of unamortized issuance costs
Junior subordinated debt
Accounts payable
Accrued interest payable
Dividend payable
Deferred tax liability
Total liabilities
STOCKHOLDERS’ EQUITY
Common stock
Surplus
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
$
$
$
December 31,
2021
2020
3,193 $
1,333
968
289,640
295
100
299
295,828 $
42,989 $
8,384
87
609
829
332
53,230
10,343
154,932
76,160
1,163
242,598
19,678
1,178
909
271,619
202
100
63
293,749
42,897
5,949
167
606
694
152
50,465
10,609
159,485
71,385
1,805
243,284
Total liabilities and stockholders’ equity
$
295,828 $
293,749
123
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
STATEMENTS OF OPERATIONS
(dollars in thousands)
REVENUE
Dividends received from bank subsidiary
Dividends on corporate stock
Partnership income
Change in the fair value of equity securities
Interest income from investment in trust
Total revenue
EXPENSE
Interest on borrowings
Management fees to bank subsidiary
Acquisition expense
Other expense
Total expense
Income (loss) before income taxes and equity in undistributed (loss) income of bank
subsidiary
Equity in undistributed (loss) income of bank subsidiary
Income tax benefit
Net income
For the year ended December 31,
2021
2020
$
$
35,000 $
29
—
228
5
35,262
2,777
360
22
411
3,570
31,692
(24,440)
748
8,000 $
—
78
19
258
5
360
2,713
360
72
574
3,719
(3,359)
16,563
685
13,889
124
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
STATEMENTS OF CASH FLOWS
(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of bank subsidiary
Change in the fair value of equity securities
Amortization of debt issuance costs and purchase accounting adjustments
Net change in:
Due from bank subsidiary
Other assets
Deferred tax asset
Accrued other liabilities
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Distributions from investments
Purchases of equity securities
Proceeds from the sale of equity securities
Purchases of other investments
Cash paid for acquisition of Cheaha Financial Group, net of cash acquired
Net cash (used in) provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid on common stock
Payments to repurchase common stock
Proceeds from stock options exercised
Net cash used in financing activities
Net decrease in cash
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
For the year ended December 31,
2021
2020
$
8,000 $
13,889
24,440
(228)
200
(59)
18
180
1,341
33,892
—
(500)
574
(233)
(40,935)
(41,094)
(3,090)
(6,925)
732
(9,283)
(16,485)
19,678
3,193 $
(16,563)
(258)
123
(197)
10
142
(23)
(2,877)
77
(2,449)
3,144
—
—
772
(2,686)
(11,112)
46
(13,752)
(15,857)
35,535
19,678
$
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for:
Interest on borrowings
$
2,774 $
2,571
125
INVESTAR HOLDING CORPORATION
Notes to Consolidated Financial Statements
NOTE 23. EARNINGS PER SHARE
The following is a summary of the information used in the computation of basic and diluted earnings per common share for the
years ended December 31, 2021, 2020 and 2019 (in thousands, except share data).
Earnings per common share - basic
Net income
Less: income allocated to participating securities
Net income allocated to common shareholders
Weighted average basic shares outstanding
Basic earnings per common share
Earnings per common share - diluted
Net income allocated to common shareholders
Weighted average basic shares outstanding
Dilutive effect of securities
Total weighted average diluted shares outstanding
Diluted earnings per common share
2021
December 31,
2020
2019
8,000 $
(21)
7,979
10,416,145
0.77 $
13,889 $
(73)
13,816
10,850,936
1.27 $
16,839
(164)
16,675
9,931,497
1.68
7,979 $
10,416,145
84,157
10,500,302
0.76 $
13,816 $
10,850,936
14,911
10,865,847
1.27 $
16,676
9,931,497
99,521
10,031,018
1.66
$
$
$
$
The weighted average number of shares that have an antidilutive effect in the calculation of diluted earnings per common share
and have been excluded from the computations above are shown below.
Stock options
Restricted stock awards
Restricted stock units
2021
December 31,
2020
869
431
20,828
71
10,968
62,754
2019
—
388
7,550
126
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation under the
supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer (the
Company’s principal executive and financial officers), of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were
effective for ensuring that information the Company is required to disclose in reports that it files or submits under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes to internal control over financial reporting during the fourth quarter of 2021 that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management’s annual report on internal control over financial reporting and the report thereon of Horne LLP are included herein
under Item 8. Financial Statements and Supplementary Data.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
127
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Except as provided below, the information required by Item 10 is incorporated by reference to the Company’s Definitive Proxy
Statement for its 2022 Annual Meeting of Shareholders (the “2022 Proxy Statement”).
Code of Conduct and Ethics
The Company has adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to its chief
executive officer, chief financial officer, chief accounting officer and any other senior financial officers, and the Company has
also adopted a Code of Conduct that applies to all of the Company’s directors, officers and employees. The full text of the Code
of Ethics for the Chief Executive Officer and Senior Financial Officers and the Code of Conduct can be found by clicking on
“Corporate Governance” under the “Investor Relations” tab on the Company’s website, www.investarbank.com, and then by
clicking on “Code of Ethics for the Chief Executive Officer and Senior Financial Officers” or “Code of Conduct,” as
applicable. The Company intends to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding an amendment
to, or waiver from, a provision of the Company’s Code of Ethics for the Chief Executive Officer and Senior Financial Officers
by posting such information on its website, at the address specified above.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference to the 2022 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Stock Ownership
Except as provided below, the information required by Item 12 is incorporated by reference to the 2022 Proxy Statement.
Securities Authorized for Issuance under Equity Compensation Plans
The following table presents certain information regarding our equity compensation plans as of December 31, 2021.
Plan category
Equity compensation plans approved by security holders(1)
Equity compensation plans not approved by security
holders(2)
Total
Number of
securities to be
issued upon
exercise of
outstanding
options and
rights(3)
Weighted-average
exercise price of
outstanding
options and rights
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
362,528 $
22.52
723,762
224,511
587,039 $
15.26
18.10
—
723,762
(1)
(2)
Effective May 24, 2017, the Company’s shareholders approved its 2017 Long-Term Incentive Compensation Plan (the “Plan”) and
ceased using the 2014 Long-Term Incentive Plan, discussed below. The Plan authorizes the grant of various types of equity grants and
awards, such as restricted stock, stock options and stock appreciation rights to eligible participants, which include all of the Company’s
employees, non-employee directors, and consultants. The Plan was amended on May 19, 2021 to reserve an additional 600,000 shares,
so that there was a total of 1,200,000 shares of common stock available for issuance to eligible participants pursuant to awards under
the Plan. No awards may be granted under the Plan after May 24, 2027.
The Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan (the “2014 Plan”) was adopted by the Company’s
board of directors on January 15, 2014 and was amended on March 13, 2014. Because the Company was a private corporation at the
time of the adoption of the 2014 Plan, shareholder approval of the 2014 Plan was not required, nor was such approval obtained. A total
of 600,000 shares of common stock was reserved for issuance pursuant to awards under the 2014 Plan. Effective May 24, 2017, no
future awards will be granted under the 2014 Plan, although the terms and conditions of the 2014 Plan will continue to govern any
outstanding awards thereunder.
(3)
Includes 218,558 shares issuable pursuant to outstanding restricted stock units, which do not have an exercise price.
128
Item 13. Certain Relationships and Related Transactions, and Directors Independence
The information required by Item 13 is incorporated by reference to the 2022 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference to the 2022 Proxy Statement.
129
Item 15. Exhibits and Financial Statement Schedules
(a) Documents Filed as Part of this Report.
PART IV
(1)
The following financial statements are incorporated by reference from Item 8. Financial Statements and
Supplementary Data hereof:
Reports of Independent Registered Public Accounting Firms (PCAOB ID: 171) (PCAOB ID: 42)
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and
2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
(2)
All schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because
of the absence of conditions under which they are required or because the required information is included in the
consolidated financial statements and related notes thereto.
(3)
The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index.
Exhibit
Number
2.1
2.2
2.3
3.1
3.2
Description
Location
Agreement and Plan of Reorganization dated
October 10, 2018, by and among Investar Holding
Corporation, Investar Bank and Mainland Bank
Exhibit 2.1 to the Current Report on Form 8-K of
the Company filed October 10, 2018 and
incorporated herein by reference
Agreement and Plan of Reorganization dated July
30, 2019 by and among Investar Holding
Corporation, Investar Bank, and Bank of York
Exhibit 2.1 to the Current Report on Form 8-K of
the Company filed July 31, 2019 and incorporated
herein by reference
Agreement and Plan of Reorganization
dated January 21, 2021 by and among
Investar Holding Corporation, Cheaha Financial
Group, Inc. and High Point Acquisition, Inc.
Restated Articles of Incorporation of Investar
Holding Corporation
Amended and Restated By-laws of Investar Holding
Corporation
4.1
Specimen Common Stock Certificate
Exhibit 2.1 to the Current Report on Form 8-K of
the Company filed January 25, 2021 and
incorporated herein by reference
Exhibit 3.1 to the Registration Statement on Form
S-1 of the Company filed May 16, 2014 and
incorporated herein by reference
Exhibit 3.2 to the Registration Statement on Form
S-4 of the Company filed October 10, 2017 and
incorporated herein by reference
Exhibit 4.1 to the Registration Statement on Form
S-1 of the Company filed May 16, 2014 and
incorporated herein by reference
4.2
4.3
Description of Registrant’s Securities Registered
under Section 12 of the Securities Exchange Act of
1934
Filed herewith
Form of 5.125% Fixed to Floating Rate
Subordinated Note due 2029
Exhibit 4.1 to the Current Report on Form 8-K filed
November 14, 2019 and incorporated herein by
reference.
130
4.4
4.5
4.6
10.1
10.2
10.3
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
Form of Registration Rights Agreement, dated
December 20, 2019, by and between Investar
Holding Corporation and the purchasers set forth
therein.
Exhibit 4.1 to the Current Report on Form 8-K filed
December 24, 2019 and incorporated herein by
reference.
Indenture, dated March 24, 2017, by and between
Investar Holding Corporation and Wilmington
Trust, National Association, as Trustee
Exhibit 4.1 to the Current Report on Form 8-K filed
March 24, 2017 and incorporated herein by
reference
Supplemental Indenture, dated March 24, 2017, by
and between Investar Holding Corporation and
Wilmington Trust, National Association, as Trustee
Exhibit 4.2 to the Current Report on Form 8-K filed
with the SEC on March 24, 2017 and incorporated
herein by reference
Form of Stock Purchase Agreement, dated
December 20, 2019, by and between Investar
Holding Corporation and the purchasers set forth
therein
Form of Subordinated Note Purchase Agreement,
dated November 12, 2019, by and between Investar
Holding Corporation and the purchasers set forth
therein
Form of the Director Support Agreement, dated
October 10, 2018, among Investar Holding
Corporation, Mainland Bank and all of the directors
of Mainland Bank parties thereto
Exhibit 10.1 to the Current Report on Form 8-K
filed December 24, 2019 and incorporated herein by
reference
Exhibit 10.1 to the Current Report on Form 8-K
filed November 14, 2019 and incorporated herein
by reference
Exhibit 10.3 to the Registration Statement on Form
S-4 of the Company filed November 30, 2018 and
incorporated herein by reference
Employment Agreement, dated August 1, 2020 by
and among Investar Holding Corporation, Investar
Bank, National Association, and John J. D'Angelo
Exhibit 10.1 to the Current Report on Form 8-K
filed August 6, 2020 and incorporated herein by
reference.
Employment Agreement, dated August 1, 2020 by
and among Investar Holding Corporation, Investar
Bank, National Association, and Christopher L.
Hufft
Exhibit 10.2 to the Current Report on Form 8-K
filed August 6, 2020 and incorporated herein by
reference.
Amended and Restated Investar Holding
Corporation 2017 Long-Term Incentive
Compensation Plan
Exhibit 10.1 to the Current Report on Form 8-K
filed May 20, 2021 and incorporated herein by
reference
Salary Continuation Agreement, dated as of
February 28, 2018, by and between Investar Bank
and John D’Angelo
Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed March 1, 2018 and incorporated
herein by reference
Supplemental Salary Continuation Agreement,
dated May 22, 2019, by and between Investar Bank
and John D’Angelo
Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed May 23, 2019 and incorporated
herein by reference
Salary Continuation Agreement, dated as of
February 28, 2018, by and between Investar Bank
and Chris Hufft
Exhibit 10.2 to the Current Report on Form 8-K of
the Company filed March 1, 2018 and incorporated
herein by reference
10.10*
Supplemental Salary Continuation Agreement,
dated May 22, 2019, by and between Investar Bank
and Christopher Hufft
Exhibit 10.2 to the Current Report on Form 8-K of
the Company filed May 23, 2019 and incorporated
herein by reference
131
Form of Split Dollar Agreement by and between
Investar Bank and each executive entering into a
Salary Continuation Agreement
Exhibit 10.4 to the Current Report on Form 8-K of
the Company filed March 1, 2018 and incorporated
herein by reference
10.11*
10.12*
10.13*
Form of First Amendment to Split Dollar
Agreement by and between Investar Bank and each
executive entering into a Supplemental Salary
Continuation Agreement
Investar Holding Corporation 2014 Long-Term
Incentive Compensation Plan, as amended by
Amendment No. 1 to Investar Holding Corporation
2014 Long Term Incentive Plan
10.14*
Form of Stock Option Grant Agreement
10.15*
Form of Restricted Stock Award Agreement for
Employees
10.16*
Form of Restricted Stock Award Agreement for
Non-Employee Directors
10.17*
Form of Restricted Stock Unit Agreement for
Employees
10.18*
Form of Restricted Stock Unit Agreement for Non-
Employee Directors
10.19*
Investar Holding Corporation 401(k) Plan, as
restated effective January 1, 2021
21
Subsidiaries of the Registrant
Exhibit 10.3 to the Current Report on Form 8-K
filed May 23, 2019 and incorporated herein by
reference
Exhibit 10.1 to the Registration Statement on Form
S-1 of the Company filed May 16, 2014 and, as to
Amendment No.1, Exhibit 99.2 to the Registration
Statement on Form S-8 of the Company filed
October 31, 2014, each of which is incorporated
herein by reference
Exhibit 10.2 to the Registration Statement on Form
S-1 of the Company filed May 16, 2014 and
incorporated herein by reference
Exhibit 10.3 to the Annual Report on Form 10-K of
the Company filed March 11, 2016 and
incorporated herein by reference
Exhibit 10.4 to the Annual Report on Form 10-K of
the Company filed March 11, 2016 and
incorporated herein by reference
Exhibit 10.15 to the Annual Report on Form 10-K
of the Company filed March 15, 2019 and
incorporated herein by reference
Exhibit 10.16 to the Annual Report on Form 10-K
of the Company filed March 15, 2019 and
incorporated herein by reference
Exhibit 10.20 to the Annual Report on Form 10-K
of the Company filed March 10, 2020 and
incorporated herein by reference
Exhibit 21 to the Registration Statement on Form S-
1 of the Company filed May 16, 2014 and
incorporated herein by reference
31.1
31.2
23.1
Consent of Ernst & Young LLP
Filed herewith
23.2
Consent of Horne LLP
Filed herewith
Filed herewith
Rule 13a-14(a) Certification of Principal Executive
Officer of the Company in accordance with Section
302 of the Sarbanes-Oxley Act of 2002
Rule 13a-14(a) Certification of Principal Financial
Officer of the Company in accordance with Section
302 of the Sarbanes-Oxley Act of 2002
Filed herewith
132
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
Section 1350 Certification of Principal Executive
Officer of the Company in accordance with Section
906 of the Sarbanes-Oxley Act of 2002
Filed herewith
Section 1350 Certification of Principal Financial
Officer of the Company in accordance with Section
906 of the Sarbanes-Oxley Act of 2002
Filed herewith
Inline XBRL Instance Document - the instance
document does not appear in the Interactive Data
File because its XBRL tags are embedded within
the Inline XBRL document
Filed herewith
Inline XBRL Taxonomy Extension Schema
Document
Filed herewith
Inline XBRL Taxonomy Extension Calculation
Linkbase Document
Filed herewith
Inline XBRL Taxonomy Extension Definition
Linkbase Document
Filed herewith
Inline XBRL Taxonomy Extension Label Linkbase
Document
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation
Linkbase Document
Filed herewith
104
Cover Page Interactive Data File (embedded within
the Inline XBRL Document and include in Exhibit
101)
Filed herewith
* Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
Not applicable.
133
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date:
March 9, 2022
INVESTAR HOLDING CORPORATION
by: /s/John J. D’Angelo
John J. D’Angelo
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date indicated.
Date:
March 9, 2022
by: /s/John J. D’Angelo
John J. D’Angelo
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Date:
March 9, 2022
by: /s/Christopher L. Hufft
Christopher L. Hufft
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date:
March 9, 2022
by: /s/Candace J. LeBlanc
Date:
March 9, 2022
Date:
March 9, 2022
Date:
March 9, 2022
Candace J. LeBlanc
Executive Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
by: /s/James M. Baker
James M Baker
Director
by: /s/Thomas C. Besselman, Sr.
Thomas C. Besselman, Sr.
Director
by: /s/James H. Boyce, III
James H. Boyce, III
Director
134
Date:
March 9, 2022
Date:
March 9, 2022
Date:
March 9, 2022
Date:
March 9, 2022
Date:
March 9, 2022
Date:
March 9, 2022
Date:
March 9, 2022
Date:
March 9, 2022
by: /s/Robert M. Boyce, Sr.
Robert M. Boyce, Sr.
Director
by: /s/William H. Hidalgo, Sr.
William H. Hidalgo, Sr.
Chairman of the Board
by: /s/Gordon H. Joffrion, III
Gordon H. Joffrion, III
Director
by: /s/Robert C. Jordan
Robert C. Jordan
Director
by: /s/David J. Lukinovich
David J. Lukinovich
Director
by: /s/Suzanne O. Middleton
Suzanne O. Middleton
Director
by: /s/Andrew C. Nelson, M.D.
Andrew C. Nelson, M.D.
Director
by: /s/Frank L. Walker
Frank L. Walker
Director
135
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Investar Holding Corporation
10500 Coursey Boulevard
Baton Rouge, Louisiana 70816
(225) 227-2222
www.investarbank.com