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What changed in MidWestOne Financial Group, Inc.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of MidWestOne Financial Group, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+619 added618 removedSource: 10-K (2025-03-11) vs 10-K (2024-03-08)

Top changes in MidWestOne Financial Group, Inc.'s 2024 10-K

619 paragraphs added · 618 removed · 525 edited across 1 sections

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

525 edited+94 added93 removed393 unchanged
Biggest changeNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following are condensed statements of cash flows of MidWest One Financial Group, Inc. for the years ended December 31, 2023, 2022, and 2021 (parent company only): Year Ended December 31, (in thousands) 2023 2022 2021 Operating Activities: Net income $ 20,859 $ 60,835 $ 69,486 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiary 6,025 (31,996) (35,693) Share-based compensation 2,403 2,541 2,153 Net change in other assets and other liabilities 732 (433) 327 Net cash provided by operating activities $ 30,019 $ 30,947 $ 36,273 Investing Activities: Proceeds from sales of equity securities $ $ 14 $ 70 Purchases of equity securities (1,125) (1,250) (3) Proceeds from intercompany sale of bank-owned life insurance 5,252 Net cash paid in business acquisition (44,955) Net cash (used in) provided by investing activities $ (1,125) $ (46,191) $ 5,319 Financing Activities: Payments of subordinated debt issuance costs $ $ $ (9) Redemption of subordinated debentures (10,835) Proceeds from other long-term debt 25,000 Payments of other long-term debt (5,000) (10,000) Taxes paid relating to the release/lapse of restriction on RSUs (609) (281) (121) Dividends paid (15,216) (14,870) (14,282) Repurchase of common stock (2,725) (11,554) Net cash used in by financing activities $ (20,825) $ (2,876) $ (36,801) Net (decrease) increase in cash $ 8,069 $ (18,120) $ 4,791 Cash and cash equivalents at beginning of year 11,749 29,869 25,078 Cash and cash equivalents at end of year $ 19,818 $ 11,749 $ 29,869 Note 26.
Biggest changeNOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following are condensed statements of income of MidWest One Financial Group, Inc. for the years ended December 31, 2024, 2023, and 2022 (parent company only): Year Ended December 31, (dollars in thousands) 2024 2023 2022 Income Dividends received from subsidiaries $ 51,500 $ 36,500 $ 36,000 Interest and other income 138 153 3,349 Total income 51,638 36,653 39,349 Expense Interest expense 8,424 8,268 6,342 Compensation and employee benefits 2,428 2,860 2,976 Other 1,521 1,214 2,960 Total expenses 12,373 12,342 12,278 Income before income taxes and equity in subsidiaries’ undistributed income 39,265 24,311 27,071 Income tax benefit 2,389 2,573 1,768 Equity in subsidiaries’ undistributed (loss) income (101,943) (6,025) 31,996 Net (loss) income $ (60,289) $ 20,859 $ 60,835 The following are condensed statements of cash flows of MidWest One Financial Group, Inc. for the years ended December 31, 2024, 2023, and 2022 (parent company only): Year Ended December 31, (dollars in thousands) 2024 2023 2022 Operating Activities: Net (loss) income $ (60,289) $ 20,859 $ 60,835 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiary 101,943 6,025 (31,996) Share-based compensation 1,900 2,403 2,541 Net change in other assets and other liabilities 91 732 (433) Net cash provided by operating activities $ 43,645 $ 30,019 $ 30,947 Investing Activities: Proceeds from sales of equity securities $ $ $ 14 Purchases of equity securities (875) (1,125) (1,250) Net cash paid in business acquisition (32,478) (44,955) Investment in subsidiary (118,890) Net cash used in investing activities $ (152,243) $ (1,125) $ (46,191) Financing Activities: Proceeds from other long-term debt $ $ $ 25,000 Payments of other long-term debt (8,000) (5,000) (10,000) Taxes paid relating to the release/lapse of restriction on RSUs (554) (609) (281) Proceeds from issuance of common stock 118,890 Payment of stock issuance costs (257) Dividends paid (16,509) (15,216) (14,870) Repurchase of common stock (2,725) Net cash provided by (used in) financing activities $ 93,570 $ (20,825) $ (2,876) Net (decrease) increase in cash $ (15,028) $ 8,069 $ (18,120) Cash and cash equivalents at beginning of year 19,818 11,749 29,869 Cash and cash equivalents at end of year $ 4,790 $ 19,818 $ 11,749 111 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage.
In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage costs.
According to statements made by the FDIC staff and the leadership of the federal banking agencies, customers with larger uninsured deposit account balances often are small- and mid-sized businesses that rely upon deposit funds for payment of operational expenses and, as a result, are more likely to closely monitor the financial condition and performance of their depository institutions.
According to statements made by FDIC staff and the leadership of the federal banking agencies, customers with larger uninsured deposit account balances often are small- and mid-sized businesses that rely upon deposit funds for payment of operational expenses and, as a result, are more likely to closely monitor the financial condition and performance of their depository institutions.
A system failure or service denial could result in a deterioration of our ability to process loans or gather deposits and provide customer service, compromise our ability to operate effectively, result in potential noncompliance with applicable laws or regulations, damage our reputation, result in a loss of customer business or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on business, financial condition, results of operations and growth prospects.
A system failure or service denial could result in a deterioration of our ability to process loans or gather deposits and provide customer service, compromise our ability to operate effectively, result in potential noncompliance with applicable laws or regulations, damage our reputation, result in a loss of customer business or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
As a result of financial entities and technology systems becoming more interdependent and complex, a cyber incident, information breach or loss, or technology failure that compromises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants, including ourselves.
As a result of financial entities and technology systems becoming more interdependent and complex, a cyber incident, information breach, information loss or technology failure that compromises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants, including ourselves.
Although our common shares are listed for quotation on the Nasdaq Global Select Market, the trading in our common shares has substantially less liquidity than many other companies listed on Nasdaq.
Although our common shares are listed for quotation on the Nasdaq Global Select Market, the trading in our common shares has substantially less liquidity than many other companies listed on the Nasdaq Global Select Market.
Excess liquidity is invested generally in short-term U.S. government and agency securities, short- and medium-term state and political subdivision securities, and other investment securities. Our most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. The balances of these assets are dependent on our operating, investing, and financing activities during any given period.
Generally, excess liquidity is invested in short-term U.S. government and agency securities, short- and medium-term state and political subdivision securities, and other investment securities. Our most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. The balances of these assets are dependent on our operating, investing, and financing activities during any given period.
GAAP requires that certain types of modifications be reported, including: Principal forgiveness. Interest rate reduction. An other than-insignificant payment delay. Term extension.
GAAP requires that certain types of modifications be reported, including: Principal forgiveness. Interest rate reduction. An other than-insignificant payment delay. Term extension.
The Company estimates the ACL based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for collection of cash and charge-offs, as well as applicable accretion or amortization of premium, discount, and net deferred fees or costs.
The Company estimates the ACL based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for collection of cash and charge-offs, as well as applicable accretion or amortization of premium, discount, and net deferred fees or costs.
The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.
The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.
The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed.
The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed.
For each of these pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data.
For each of these pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data.
The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the economic variables.
The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the economic variables.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four quarter forecast period.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four quarter forecast period.
Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics. The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level.
Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics. The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level.
Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the instrument’s NPV and amortized cost basis.
Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the instrument’s NPV and amortized cost basis.
Qualitative loss factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. Collateral Dependent Financial Assets Loans that do not share risk characteristics are evaluated on an individual basis.
Qualitative loss factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. Collateral Dependent Financial Assets Loans that do not share risk characteristics are evaluated on an individual basis.
When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral.
When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral.
On June 22, 2021, the Board of Directors of the Company approved a share repurchase program, allowing for the repurchase of up to $15.0 million of the Company's common stock through December 31, 2023. The repurchase program replaced the Company’s prior repurchase program, which was due to expire on December 31, 2021.
Common Stock : On June 22, 2021, the Board of Directors of the Company approved a share repurchase program, allowing for the repurchase of up to $15.0 million of the Company's common stock through December 31, 2023. The repurchase program replaced the Company’s prior repurchase program, which was due to expire on December 31, 2021.
Non-accrual and Delinquent Status Loans are placed on non-accrual when (1) payment in full of principal and interest is no longer expected or (2) principal or interest has been in default for 90 days or more for all loan types, except owner occupied residential real estate, which are moved to non-accrual at 120 days or more past due, unless the loan is both well secured with marketable collateral and in the process of collection.
Non-accrual and Delinquent Status : Loans are placed on non-accrual status when (1) payment in full of principal and interest is no longer expected or (2) principal or interest has been in default for 90 days or more for all loan types, except owner occupied residential real estate, which are moved to non-accrual at 120 days or more past due, unless the loan is both well secured with marketable collateral and in the process of collection.
Qualitative factors are based on management’s judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
Qualitative factors are based on management’s judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
Earnings per Share Basic per-share amounts are computed by dividing net income by the weighted average number of common shares outstanding. Diluted per-share amounts assume issuance of all common stock issuable upon conversion or exercise of other securities, unless the effect is to reduce the loss or increase the income per common share from continuing operations.
Earnings per Share Basic per-share amounts are computed by dividing net (loss) income by the weighted average number of common shares outstanding. Diluted per-share amounts assume issuance of all common stock issuable upon conversion or exercise of other securities, unless the effect is to reduce the loss or increase the income per common share from continuing operations.
These estimates are based on the most recently available appraisals by qualified licensed appraisers with certain adjustment made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral (Level 3).
These estimates are based on the most recently available appraisals by qualified licensed appraisers with certain adjustment made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral (Level 3).
Term Loans by Origination Year Revolving Loans December 31, 2023 (in thousands) 2023 2022 2021 2020 2019 Prior Total Agricultural Pass $ 11,859 $ 12,149 $ 8,352 $ 2,752 $ 689 $ 1,139 $ 71,680 $ 108,620 Special mention / watch 266 550 670 91 5 522 3,705 5,809 Substandard 709 193 302 208 224 2,349 3,985 Doubtful Total $ 12,834 $ 12,892 $ 9,324 $ 3,051 $ 694 $ 1,885 $ 77,734 $ 118,414 Commercial and industrial Pass $ 176,021 $ 224,924 $ 193,011 $ 117,326 $ 25,555 $ 116,661 $ 147,690 $ 1,001,188 Special mention / watch 2,541 416 3,209 3,385 193 272 14,692 24,708 Substandard 897 2,921 2,010 561 8,507 29,432 4,779 49,107 Doubtful Total $ 179,459 $ 228,261 $ 198,230 $ 121,272 $ 34,255 $ 146,365 $ 167,161 $ 1,075,003 CRE - Construction and development Pass $ 99,803 $ 163,126 $ 43,189 $ 3,393 $ 821 $ 700 $ 9,552 $ 320,584 Special mention / watch 1,097 464 467 2,028 Substandard 343 240 583 Doubtful Total $ 101,243 $ 163,366 $ 43,653 $ 3,393 $ 821 $ 700 $ 10,019 $ 323,195 CRE - Farmland Pass $ 25,666 $ 44,907 $ 47,068 $ 18,863 $ 6,587 $ 14,845 $ 1,642 $ 159,578 Special mention / watch 1,229 6,898 2,409 5,982 965 276 17,759 Substandard 1,830 210 1,542 1,052 926 2,029 29 7,618 Doubtful Total $ 28,725 $ 52,015 $ 51,019 $ 25,897 $ 7,513 $ 17,839 $ 1,947 $ 184,955 CRE - Multifamily Pass $ 32,077 $ 96,969 $ 111,032 $ 77,532 $ 8,701 $ 6,508 $ 4,208 $ 337,027 Special mention / watch 5,318 1,237 277 18,984 7,850 4,586 38,252 Substandard 7,572 327 7,899 Doubtful Total $ 37,395 $ 98,206 $ 118,881 $ 96,843 $ 16,551 $ 11,094 $ 4,208 $ 383,178 CRE - Other Pass $ 199,698 $ 295,066 $ 256,718 $ 250,676 $ 77,509 $ 90,170 $ 51,827 $ 1,221,664 Special mention / watch 364 1,306 3,300 4,823 4,282 2,395 3,856 20,326 Substandard 325 26,555 19,253 19,103 8,242 17,876 638 91,992 Doubtful Total $ 200,387 $ 322,927 $ 279,271 $ 274,602 $ 90,033 $ 110,441 $ 56,321 $ 1,333,982 RRE - One- to four- family first liens Pass/Performing $ 62,644 $ 125,777 $ 92,767 $ 54,028 $ 19,674 $ 81,660 $ 13,283 $ 449,833 Special mention / watch 629 716 36 620 1,827 319 4,147 Substandard/Nonperforming 1,156 191 738 165 164 3,404 5,818 Doubtful Total $ 64,429 $ 126,684 $ 93,541 $ 54,813 $ 21,665 $ 85,383 $ 13,283 $ 459,798 RRE - One- to four- family junior liens Performing $ 23,551 $ 29,919 $ 18,733 $ 7,292 $ 2,590 $ 7,867 $ 89,810 $ 179,762 Nonperforming 192 25 23 637 877 Total $ 23,551 $ 30,111 $ 18,733 $ 7,317 $ 2,613 $ 8,504 $ 89,810 $ 180,639 Consumer Performing $ 26,028 $ 14,319 $ 10,042 $ 4,421 $ 1,451 $ 7,350 $ 4,145 $ 67,756 Nonperforming 22 3 2 27 Total $ 26,028 $ 14,341 $ 10,042 $ 4,421 $ 1,454 $ 7,352 $ 4,145 $ 67,783 77 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
Term Loans by Origination Year Revolving Loans December 31, 2023 (dollars in thousands) 2023 2022 2021 2020 2019 Prior Total Agricultural Pass $ 11,859 $ 12,149 $ 8,352 $ 2,752 $ 689 $ 1,139 $ 71,680 $ 108,620 Special mention / watch 266 550 670 91 5 522 3,705 5,809 Substandard 709 193 302 208 224 2,349 3,985 Doubtful Total $ 12,834 $ 12,892 $ 9,324 $ 3,051 $ 694 $ 1,885 $ 77,734 $ 118,414 Commercial and industrial Pass $ 176,021 $ 224,924 $ 193,011 $ 117,326 $ 25,555 $ 116,661 $ 147,690 $ 1,001,188 Special mention / watch 2,541 416 3,209 3,385 193 272 14,692 24,708 Substandard 897 2,921 2,010 561 8,507 29,432 4,779 49,107 Doubtful Total $ 179,459 $ 228,261 $ 198,230 $ 121,272 $ 34,255 $ 146,365 $ 167,161 $ 1,075,003 CRE - Construction and development Pass $ 99,803 $ 163,126 $ 43,189 $ 3,393 $ 821 $ 700 $ 9,552 $ 320,584 Special mention / watch 1,097 464 467 2,028 Substandard 343 240 583 Doubtful Total $ 101,243 $ 163,366 $ 43,653 $ 3,393 $ 821 $ 700 $ 10,019 $ 323,195 CRE - Farmland Pass $ 25,666 $ 44,907 $ 47,068 $ 18,863 $ 6,587 $ 14,845 $ 1,642 $ 159,578 Special mention / watch 1,229 6,898 2,409 5,982 965 276 17,759 Substandard 1,830 210 1,542 1,052 926 2,029 29 7,618 Doubtful Total $ 28,725 $ 52,015 $ 51,019 $ 25,897 $ 7,513 $ 17,839 $ 1,947 $ 184,955 CRE - Multifamily Pass $ 32,077 $ 96,969 $ 111,032 $ 77,532 $ 8,701 $ 6,508 $ 4,208 $ 337,027 Special mention / watch 5,318 1,237 277 18,984 7,850 4,586 38,252 Substandard 7,572 327 7,899 Doubtful Total $ 37,395 $ 98,206 $ 118,881 $ 96,843 $ 16,551 $ 11,094 $ 4,208 $ 383,178 CRE - Other Pass $ 199,698 $ 295,066 $ 256,718 $ 250,676 $ 77,509 $ 90,170 $ 51,827 $ 1,221,664 Special mention / watch 364 1,306 3,300 4,823 4,282 2,395 3,856 20,326 Substandard 325 26,555 19,253 19,103 8,242 17,876 638 91,992 Doubtful Total $ 200,387 $ 322,927 $ 279,271 $ 274,602 $ 90,033 $ 110,441 $ 56,321 $ 1,333,982 RRE - One- to four- family first liens Pass/ performing $ 62,644 $ 125,777 $ 92,767 $ 54,028 $ 19,674 $ 81,660 $ 13,283 449,833 Special mention / watch 629 716 36 620 1,827 319 4,147 Substandard/ nonperforming 1,156 191 738 165 164 3,404 5,818 Doubtful Total $ 64,429 $ 126,684 $ 93,541 $ 54,813 $ 21,665 $ 85,383 $ 13,283 $ 459,798 RRE - One- to four- family junior liens Performing $ 23,551 $ 29,919 $ 18,733 $ 7,292 $ 2,590 $ 7,867 $ 89,810 $ 179,762 Nonperforming 192 25 23 637 877 Total $ 23,551 $ 30,111 $ 18,733 $ 7,317 $ 2,613 $ 8,504 $ 89,810 $ 180,639 Consumer Performing $ 26,028 $ 14,319 $ 10,042 $ 4,421 $ 1,451 $ 7,350 $ 4,145 $ 67,756 Nonperforming 22 3 2 27 Total $ 26,028 $ 14,341 $ 10,042 $ 4,421 $ 1,454 $ 7,352 $ 4,145 $ 67,783 82 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
We use third party partners to audit, assess, and test our cybersecurity program governance and control effectiveness on an annual basis. These engagements include an IT general controls review, internal and external penetration testing, social engineering testing, and incident response exercises. Findings and recommendations from these engagements are reported to the Enterprise Risk Management and Audit Committees.
Risk Factors. We use third party partners to audit, assess, and test our cybersecurity program governance and control effectiveness on an annual basis. These engagements include an IT general controls review, internal and external penetration testing, social engineering testing, and incident response exercises. Findings and recommendations from these engagements are reported to the Enterprise Risk Management and Audit Committees.
Certain risks, uncertainties and other factors, including but not limited to those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this report, may cause actual results to differ materially from those projected in the forward-looking statements. The Company assumes no obligation to update any of these forward-looking statements.
Certain risks, uncertainties and other factors, including but not limited to those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors,” and elsewhere in this report, may cause actual results to differ materially from those projected in the forward-looking statements. The Company assumes no obligation to update any of these forward-looking statements.
(3) Exhibits: The exhibits are filed as part of this report and exhibits incorporated herein by reference to other documents are as follows: Exhibit Number Description Incorporated by Reference to: 2.1 Agreement and Plan of Merger dated November 1, 2021, Exhibit 2.1 to the Company’s Current Report on Form 8-K by and among MidWest One Financial Group, Inc., IFBC filed with the SEC on November 1, 2021 Acquisition Corp., and Iowa First Bancshares Corp.^ 3.1 Amended and Restated Articles of Incorporation of Exhibit 3.3 to the Company’s Amendment No. 1 to MidWest One Financial Group, Inc. filed with the Registration Statement on Form S-4 (File No. 333-147628) Secretary of State of the State of Iowa on March 14, 2008 filed with the SEC on January 14, 2008 3.2 Articles of Amendment (First Amendment) to the Exhibit 3.1 to the Company’s Current Report on Form 8-K Amended and Restated Articles of Incorporation of filed with the SEC on January 23, 2009 MidWest One Financial Group, Inc. filed with the Secretary of State of the State of Iowa on January 23, 2009 3.3 Articles of Amendment (Second Amendment) to the Exhibit 3.1 to the Company’s Current Report on Form 8-K Amended and Restated Articles of Incorporation of filed with the SEC on February 6, 2009 MidWest One Financial Group, Inc. filed with the Secretary of State of the State of Iowa on February 4, 2009 (containing the Certificate of Designations for the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A) 3.4 Articles of Amendment (Third Amendment) to the Exhibit 3.1 to the Company’s Form 10-Q for the quarter Amended and Restated Articles of Incorporation of ended March 31, 2017, filed with the SEC on May 4, 2017 MidWest One Financial Group, Inc., filed with the Secretary of State of the State of Iowa on April 21, 2017 3.5 Third Amended and Restated Bylaws, as Amended of Exhibit 3.1 to the Company’s Current Report on Form 8-K MidWest One Financial Group, Inc. as of October 18, 2022 filed with the SEC on October 19, 2022 4.1 Reference is made to Exhibits 3.1 through 3.5 hereof N/A 4.2 Description of the Company’s Securities Registered Exhibit 4.2 to the Company’s Form 10-K for the year ended Pursuant to Section 12 of the Securities Exchange Act of December 31, 2022, filed with the SEC on March 13, 2023 1934 112 Table of Contents Exhibit Number Description Incorporated by Reference to: 4.3 Indenture, dated July 28, 2020, by and between Exhibit 4.1 to the Company’s Current Report on Form 8-K MidWest One Financial Group, Inc. and U.S.
(3) Exhibits: The exhibits are filed as part of this report and exhibits incorporated herein by reference to other documents are as follows: Exhibit Number Description Incorporated by Reference to: 2.1 Agreement and Plan of Merger dated November 1, 2021, Exhibit 2.1 to the Company’s Current Report on Form 8-K by and among MidWest One Financial Group, Inc., IFBC filed with the SEC on November 1, 2021 Acquisition Corp., and Iowa First Bancshares Corp.^ 3.1 Amended and Restated Articles of Incorporation of Exhibit 3.3 to the Company’s Amendment No. 1 to MidWest One Financial Group, Inc. filed with the Registration Statement on Form S-4 (File No. 333-147628) Secretary of State of the State of Iowa on March 14, 2008 filed with the SEC on January 14, 2008 3.2 Articles of Amendment (First Amendment) to the Exhibit 3.1 to the Company’s Current Report on Form 8-K Amended and Restated Articles of Incorporation of filed with the SEC on January 23, 2009 MidWest One Financial Group, Inc. filed with the Secretary of State of the State of Iowa on January 23, 2009 3.3 Articles of Amendment (Second Amendment) to the Exhibit 3.1 to the Company’s Current Report on Form 8-K Amended and Restated Articles of Incorporation of filed with the SEC on February 6, 2009 MidWest One Financial Group, Inc. filed with the Secretary of State of the State of Iowa on February 4, 2009 (containing the Certificate of Designations for the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A) 3.4 Articles of Amendment (Third Amendment) to the Exhibit 3.1 to the Company’s Form 10-Q for the quarter Amended and Restated Articles of Incorporation of ended March 31, 2017, filed with the SEC on May 4, 2017 MidWest One Financial Group, Inc., filed with the Secretary of State of the State of Iowa on April 21, 2017 3.5 Third Amended and Restated Bylaws, as Amended of Exhibit 3.1 to the Company’s Current Report on Form 8-K MidWest One Financial Group, Inc. as of October 18, 2022 filed with the SEC on October 19, 2022 4.1 Reference is made to Exhibits 3.1 through 3.5 hereof N/A 4.2 Description of the Company’s Securities Registered Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the Pursuant to Section 12 of the Securities Exchange Act of year ended December 31, 2022, filed with the SEC on 1934 March 13, 2023 116 Table of Contents Exhibit Number Description Incorporated by Reference to: 4.3 Indenture, dated July 28, 2020, by and between Exhibit 4.1 to the Company’s Current Report on Form 8-K MidWest One Financial Group, Inc. and U.S.
These climate-related physical risks and transition risks could have an adverse impact on our business and results of operations due to the impact such risks may have on our operations and our customers, such as declines in asset values, reduced availability of insurance, significant interruptions to business operations, and negative consequences to business models and the need to make changes in response to those consequences.
These climate-related physical risks and transition risks could have an adverse impact on our business or results of operations due to the impact such risks may have on our operations and our customers, such as declines in asset values, reduced availability of insurance, significant interruptions to business operations, negative consequences to business models and the need to make changes in response to those consequences.
Management’s Annual Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance to the Company’s management and board of directors regarding the preparation of reliable published financial statements.
Management’s Annual Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance to the Company’s management and Board regarding the preparation of reliable published financial statements.
Under the provisions of the agreements, the officers may defer compensation. Interest on the deferred amounts is earned at The Wall Street Journal ’s prime rate plus one percent. The Company also maintains deferred compensation agreements with certain other officers and directors, under which deferrals are no longer permitted, and the interest rate is fixed at 4%.
Under the provisions of the agreements, the officers may defer compensation. Interest on the deferred amounts is earned at The Wall Street Journal ’s prime rate plus one percent. The Company also maintains deferred compensation agreements with certain other former officers and directors, under which deferrals are no longer permitted, and the interest rate is fixed at 4%.
Changes in tax laws at national or state levels, such as the new 1.0% excise tax on stock buybacks for publicly traded companies, could have an effect on the Company’s short-term and long-term earnings. Changes in tax laws could affect the Company’s earnings as well as its customers’ financial positions, or both.
Changes in tax laws at national or state levels, such as the new 1.0% excise tax on stock buybacks for publicly traded companies, could have an effect on the Company’s short and long-term earnings. Future changes in tax laws could affect the Company’s earnings as well as its customers’ financial positions, or both.
For the reporting period ended December 31, 2023, the Company’s fixed charge coverage ratio, as defined in the credit agreement, was below the minimum allowed. The violation was due primarily to investment securities losses in the first and fourth quarters of 2023 recognized in connection with the Company’s balance sheet repositioning.
For the reporting period ended December 31, 2023, the Company’s fixed charge coverage ratio, as defined in the credit agreement, was below the minimum allowed. The violation was due primarily to investment securities losses in the first and fourth quarters of 2023 recognized in connection with the Company’s balance sheet repositioning efforts.
The Company uses the following definitions for risk ratings: Special Mention/Watch - A special mention/watch asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.
The Company uses the following definitions for risk ratings: Special Mention - A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.
Exhibit 10.16 to the Company’s Annual Report on Form 10-K Executive Deferred Compensation Plan, effective filed with the SEC on March 11, 2021 December 15, 2020* 10.17 Amended and Restated Employment Agreement between Exhibit 10.18 to the Company’s Annual Report on Form 10-K MidWest One Financial Group, Inc. and Len D.
Exhibit 10.16 to the Company’s Annual Report on Form 10-K Executive Deferred Compensation Plan, effective filed with the SEC on March 11, 2021 December 15, 2020* 10.15 Amended and Restated Employment Agreement between Exhibit 10.18 to the Company’s Annual Report on Form 10-K MidWest One Financial Group, Inc. and Len D.
Artificial intelligence, including generative artificial intelligence, is or may be enabled by or integrated into our products or those developed by our third party partners. As with many developing technologies, artificial intelligence presents risks and challenges that could affect its further development, adoption, and use, and therefore our business.
Artificial intelligence, including generative artificial intelligence, is or may be enabled by or integrated into our products or those developed by our third party partners. As with many developing technologies, artificial intelligence presents risks and challenges that could affect its further development, adoption and use, and therefore our business and our customers.
At least quarterly, the loan strategy committee will meet to discuss loan relationships with total exposure of $1.0 million or above that are Special Mention/Watch rated credits, loan relationships with total exposure of $500 thousand and above that are Substandard or worse rated credits, as well as loan relationships with total exposure of $250 thousand and above that are on non-accrual.
At least quarterly, the loan strategy committee will meet to discuss loan relationships with total exposure of $1.0 million or above that are Special Mention rated credits, loan relationships with total exposure of $500 thousand and above that are Substandard or worse rated credits, as well as loan relationships with total exposure of $250 thousand and above that are on non-accrual.
We conduct liquidity management on both a daily and long-term basis, and adjust our investments in liquid assets based on expected loan demand, projected loan maturities and payments, expected deposit flows, yields available on interest-bearing deposits, and the objectives of our asset/liability management program.
We conduct liquidity risk management on both a daily and long-term basis, and adjust our investments in liquid assets based on expected loan demand, projected loan maturities and payments, expected deposit flows, yields available on interest-bearing deposits, and the objectives of our asset/liability management program.
Since April 28, 2023 and through December 31, 2023, the Company repurchased no shares of common stock, leaving $15.0 million available to be repurchased. Comprehensive Income : Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income.
Since April 28, 2023 and through December 31, 2024, the Company repurchased no shares of common stock, leaving $15.0 million available to be repurchased. Comprehensive Income : Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income.
The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations. Potential partnerships with digital asset companies, moreover, could also entail significant investment.
The loss of these revenue streams and of the associated lower cost deposits as a source of funds could have a material adverse effect on our financial condition and results of operations. Potential partnerships with digital asset companies, moreover, could also entail significant investment.
Cybersecurity Risk Management and Strategy The Company has established an information security program that uses a risk-based methodology to ensure the confidentiality, integrity, and availability of its information. The Board of Directors and the Enterprise Risk Management Committee set enterprise risk strategy and make risk-informed decisions, which includes assessment and response to cybersecurity risk.
Cybersecurity Risk Management and Strategy The Company has established an information security program that uses a risk-based methodology to ensure the confidentiality, integrity, and availability of its information. The Board and the Enterprise Risk Management Committee set enterprise risk strategy and make risk-informed decisions, which includes assessment and response to cybersecurity risk.
Special mention/watch assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Substandard - Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.
Special mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Substandard - Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.
There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and cash flows available to service debt and risks resulting from changes in economic and industry conditions.
There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral or cash flows available to service debt and risks resulting from changes in economic and industry conditions.
Economic events, including decreases in office occupancy as a result of the shift to remote working environments following the COVID-19 pandemic, or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties. 14 Table of Contents If problems develop in the commercial real estate sector, particularly within one or more of our markets, the value of collateral securing our commercial real estate loans could decline, which could adversely affect our operating results, financial condition and/or capital.
Economic events, including decreases in office occupancy as a result of the shift to remote working environments following the COVID-19 pandemic, or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties. 16 Table of Contents If problems develop in the commercial real estate sector, particularly within one or more of our markets, the value of collateral securing our commercial real estate loans could decline, which could adversely affect our operating results, financial condition or capital.
Increased competition in our markets may result in a decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates, increased pressure on underwriting standards, or loan terms that are more favorable to the borrower.
Increased competition in our markets may result in a decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates, increased pressure on underwriting standards or other loan terms that are more favorable to the borrower.
Qualitative factors are based on management’s judgement of company, market, industry, or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. 52 Table of Contents We identified the qualitative factors applied to the allowance for credit losses as a critical audit matter, because auditing this matter required significant auditor judgement due to the highly subjective nature of management’s significant inputs and assumptions used in the allowance for credit losses model.
Qualitative factors are based on management’s judgement of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. 55 Table of Contents We identified the qualitative factors applied to the allowance for credit losses as a critical audit matter, because auditing this matter required significant auditor judgement due to the highly subjective nature of management’s significant inputs and assumptions used in the allowance for credit losses model.
Our third party partners’ inability to anticipate, or failure to adequately mitigate, breaches of security could result in a number of negative events, including losses to us or our clients, loss of business or clients, damage to our reputation, the incurrence of additional expenses, disruption to our business, additional regulatory scrutiny or penalties or our exposure to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Our third party partners’ inability to anticipate, or failure to adequately mitigate, breaches of security could result in a number of negative events, including losses to us or our customers, loss of business or customers, damage to our reputation, the incurrence of additional expenses, disruption to our business, additional regulatory scrutiny or penalties or our exposure to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities On January 23, 2024, the Board of Directors approved the amended Insider Trading Policy and corresponding Guidelines with Respect to Certain Transactions in Company Securities of MidWest One Financial Group, Inc, governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees, as well as by the Company iteself, that is designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.
Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities On January 23, 2024, the Board approved the amended Insider Trading Policy and corresponding Guidelines with Respect to Certain Transactions in Company Securities of MidWest One Financial Group, Inc. governing the purchase, sale, and/or other dispositions of its securities by directors, officers, and employees, as well as by the Company itself, that is designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards.
In addition, increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions, as well as the technology used by our clients to access our systems.
In addition, increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions and to protect data about us, our customers and underlying transactions, as well as the technology used by our customers to access our systems.
An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, could have a material adverse impact on our business, results of operations and financial condition.
An overall labor shortage, lack of skilled labor, increased turnover or labor-driven inflation could have a material adverse impact on our business, results of operations and financial condition.
Regulatory Capital Requirements and Restrictions on Subsidiary Cash to our consolidated financial statements for additional information related to our regulatory capital ratios. 45 Table of Contents In order to be a “well-capitalized” depository institution, the Company and the Bank must maintain a Common Equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more.
Regulatory Capital Requirements and Restrictions on Subsidiary Cash to our consolidated financial statements for additional information related to our regulatory capital ratios. 48 Table of Contents In order to be a “well-capitalized” depository institution, the Company and the Bank must maintain a Common Equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more.
We believe that a significant portion of these deposits will remain with us upon maturity. 46 Table of Contents Inflation The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it is difficult to assess its overall impact on the Company.
We believe that a significant portion of these deposits will remain with us upon maturity. 49 Table of Contents Inflation The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it is difficult to assess its overall impact on the Company.
Financial Statements and Supplementary Data.” Report of Independent Registered Accounting Firm (PCAOB ID: 49) Consolidated Balance Sheets - December 31, 2023 and 2022 Consolidated Statements of Income - Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Comprehensive Income - Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Shareholders’ Equity - Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows - Years Ended December 31, 2023, 2022, and 2021 Notes to Consolidated Financial Statements (2) Financial Statement Schedules: All schedules are omitted as such information is inapplicable or is included in the financial statements.
Financial Statements and Supplementary Data.” Report of Independent Registered Accounting Firm (PCAOB ID: 49) Consolidated Balance Sheets - December 31, 2024 and 2023 Consolidated Statements of Income - Years Ended December 31, 2024, 2023, and 2022 Consolidated Statements of Comprehensive Income - Years Ended December 31, 2024, 2023, and 2022 Consolidated Statements of Shareholders’ Equity - Years Ended December 31, 2024, 2023, and 2022 Consolidated Statements of Cash Flows - Years Ended December 31, 2024, 2023, and 2022 Notes to Consolidated Financial Statements (2) Financial Statement Schedules: All schedules are omitted as such information is inapplicable or is included in the financial statements.
These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, may be more vulnerable to economic downturns, may experience volatility in operating results, and may have elevated business continuity risk due to the limited size of the management group, any of which may impair a borrower’s ability to repay a loan.
These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, may be more vulnerable to economic downturns, may experience volatility in operating results and may have elevated business continuity risk due to the limited size of the management group, any of which may impair their ability to repay a loan.
Rule 10b5-1 Trading Plans During the fiscal quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” I TEM 9C.
Rule 10b5-1 Trading Plans During the fiscal quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” I TEM 9C.
These processes include risk assessments, vulnerability assessments, penetration testing, program exercises, security incident and event management, continuous monitoring, and threat intelligence gathering. In 2023, the Board held an education session with outside experts on cybersecurity. The Company has also implemented a cybersecurity training and compliance program to ensure regular education for all employees.
These processes include risk assessments, vulnerability assessments, penetration testing, program exercises, security incident and event management, continuous monitoring, and threat intelligence gathering. In 2024, the Board held an education session with outside experts on cybersecurity. The Company has also implemented a cybersecurity training and compliance program to ensure regular education for all employees.
Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, 102 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cashier’s checks, and other services.
Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, 106 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cashier’s checks, and other services.
Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us or our clients, denial or degradation of service attacks, ransomware, malware or other cyber-attacks.
Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us or our customers, denial or degradation of service attacks, ransomware, malware or other cyber-attacks.
We plan to continue to grow our businesses organically, but remain open to considering potential bank or other acquisition opportunities, in addition to our recent acquisitions of DNVB and IOFB, that make financial and strategic sense. In the event that we do pursue strategic acquisitions, we may fail to realize some or all of the anticipated transaction benefits.
We plan to continue to grow our businesses organically, but remain open to considering potential bank or other acquisition opportunities, in addition to our completed acquisitions of DNVB and IOFB, that make financial and strategic sense. In the event that we do pursue strategic acquisitions, we may fail to realize some or all of the anticipated transaction benefits.
BMI Banks - Midwest Region Index - represents all banks, thrifts or financial service companies traded on a major exchange, headquartered in Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin. 28 Table of Contents I TEM 6. Reserved. I TEM 7.
BMI Banks - Midwest Region Index - represents all banks, thrifts or financial service companies traded on a major exchange, headquartered in Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin. 31 Table of Contents I TEM 6. Reserved. I TEM 7.
Based on the inherent risk in the loan portfolio, management believed that as of December 31, 2023, the ACL was adequate; however, there is no assurance that loan credit losses will not exceed the ACL. In addition, growth in the loan portfolio or general economic deterioration may require the recognition of additional credit loss expense in future periods.
Based on the inherent risk in the loan portfolio, management believed that as of December 31, 2024, the ACL was adequate; however, there is no assurance that loan credit losses will not exceed the ACL. In addition, growth in the loan portfolio or general economic deterioration may require the recognition of additional credit loss expense in future periods.
The contractual maturity distribution of investment debt securities at December 31, 2023, is shown below. Expected maturities of MBS, CLO, and CMO may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.
The contractual maturity distribution of investment debt securities at December 31, 2024 is shown below. Expected maturities of MBS, CLO, and CMO may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.
In 2019 the Company also acquired deferred compensations plans as a result of the merger with ATBancorp. Under the provisions of the agreements, interest on the deferred amounts is earned at an annual interest rate equal to either the Bank’s or Company’s return on equity and deferrals are no longer permitted.
In 2019 the Company also acquired deferred compensations plans as a result of the merger with ATBancorp. Under the provisions of the agreements, interest on the deferred amounts is earned at an annual interest rate equal to either the Bank’s or Company’s return on equity or the stated minimum rate and deferrals are no longer permitted.
I TEM 16. F ORM 10-K S UMMARY . None. 115 Table of Contents SIGNATURES 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.
I TEM 16. F ORM 10-K S UMMARY . None. 119 Table of Contents SIGNATURES 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.
It is also possible that governmental responses to the current inflation environment, such as changes to monetary and fiscal policy that are too strict, or the imposition or threatened imposition of price controls, could adversely affect our business. Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
It is also possible that governmental responses to the current or any future inflation environment, such as changes to monetary and fiscal policy that are too strict, or the imposition or threatened imposition of price controls, could adversely affect our business. Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
Loan Policy : We review all nonaccrual relationships greater than $250,000 individually on a quarterly basis to measure any amount to be recognized in the Company's allowance for credit losses by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, and other relevant factors.
Loan Policy : We review all nonaccrual relationships greater than $250 thousand individually on a quarterly basis to measure any amount to be recognized in the Company's allowance for credit losses by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, and other relevant factors.
Non-GAAP Presentations Certain ratios and amounts not in conformity with GAAP are provided to evaluate and measure the Company’s operating performance and financial condition, including return on average tangible equity, tangible common equity, tangible book value per share, tangible common equity ratio, net interest margin (tax equivalent), core net interest margin, and the efficiency ratio.
Non-GAAP Presentations Certain ratios and amounts not in conformity with GAAP are provided to evaluate and measure the Company’s operating performance and financial condition, including return on average tangible equity, tangible common equity, tangible book value per share, tangible common equity ratio, net interest margin (tax equivalent), core net interest margin, efficiency ratio, adjusted earnings, and adjusted earnings per share.
Loans Held for Sale - Loans held for sale are carried at the lower of cost or fair value, with fair value being based on binding contracts from third party investors (Level 2). The portfolio has historically consisted primarily of residential real estate loans. 100 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
Loans Held for Sale - Loans held for sale are carried at the lower of cost or fair value, with fair value being based on binding contracts from third party investors (Level 2). The portfolio has historically consisted primarily of residential real estate loans. 104 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Loans Held for Investment, Net - The estimated fair value of loans, net, was performed using the income approach, with the market approach used for certain nonperforming loans, resulting in a Level 3 fair value classification. FHLB stock - Investments in FHLB stock are recorded at cost and measured for impairment quarterly.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Loans Held for Investment, Net - The estimated fair value of loans, net, was performed using the income approach, with the asset approach used for certain nonperforming loans, resulting in a Level 3 fair value classification. FHLB stock - Investments in FHLB stock are recorded at cost and measured for impairment quarterly.
Commercial, industrial, and agricultural loans were approximately 28.9% of our total loan portfolio as of December 31, 2023. Our commercial loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral is accounts receivable, inventory and equipment.
Commercial, industrial, and agricultural loans were approximately 28.9% of our total loan portfolio as of December 31, 2024. Our commercial loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral is accounts receivable, inventory and equipment.
This integration process is complicated and time consuming and can also be disruptive to the customers and employees of the acquired business and our business.
This integration process is complicated and time consuming and can also be disruptive to the customers and employees of both the acquired business and our business.
Interest Rate Forward Loan Sales Contracts & Interest Rate Lock Commitments - The Company enters into forward delivery contracts to sell residential mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments. 85 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
Interest Rate Forward Loan Sales Contracts & Interest Rate Lock Commitments - The Company enters into forward delivery contracts to sell residential mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments. 89 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of December 31, 2023 and December 31, 2022, the Company did not have any significant contract balances.
Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of December 31, 2024 and December 31, 2023, the Company did not have any significant contract balances.
Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2023 fiscal year. I TEM 12. S ECURITY O WNERSHIP OF C ERTAIN B ENEFICIAL O WNERS AND M ANAGEMENT AND R ELATED S TOCKHOLDER M ATTERS .
The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2024 fiscal year. I TEM 12. S ECURITY O WNERSHIP OF C ERTAIN B ENEFICIAL O WNERS AND M ANAGEMENT AND R ELATED S TOCKHOLDER M ATTERS .
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
RPAs are entered into by the Company with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative contracts. The fair value of 98 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
RPAs are entered into by the Company with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative contracts. The fair value of 102 Table of Contents MIDWEST ONE FINANCIAL GROUP, INC.
We also may rely on customer representations and certifications, or other audit or accountants' reports, with respect to the business and financial condition of our clients. Our financial condition, results of operations, financial reporting and reputation could be negatively affected if we rely on materially misleading, false, inaccurate or fraudulent information.
We also may rely on customer representations and certifications, or other audit or accountants’ reports, with respect to the business and financial condition of our customers. Our financial condition, results of operations, financial reporting and reputation could be negatively affected if we rely on materially misleading, false, inaccurate or fraudulent information.
A capital conservation buffer, comprised of 2.5% of Common Equity Tier 1 Capital, is also established above the regulatory minimum capital requirements. Stock Compensation On April 27, 2023, the Company’s shareholders approved the MidWest One Financial Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan”).
A capital conservation buffer, comprised of 2.5% of Common Equity Tier 1 Capital, is also established above the regulatory minimum capital requirements. Stock Compensation On April 27, 2023, the Company’s shareholders approved the MidWest One Financial Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan replaced the MidWest One Financial Group, Inc. 2017 Equity Incentive Plan.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth the amortized cost basis of loans by class of receivable by credit quality indicator and vintage based on the most recent analysis performed, as of December 31, 2022. As of December 31, 2022, there were no 'loss' rated credits.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth the amortized cost basis of loans by class of receivable by credit quality indicator and vintage based on the most recent analysis performed, as of December 31, 2023. As of December 31, 2023, there were no 'loss' rated credits.
Our results of operations are significantly affected by our net interest income. Results of operations are also affected by noninterest income and expense, credit loss expense and income tax expense. Significant external factors that impact our results of operations include general economic and competitive conditions, as well as changes in market interest rates, government policies, and actions of regulatory authorities.
Results of operations are also affected by noninterest income and expense, credit loss expense and income tax expense. Significant external factors that impact our results of operations include general economic and competitive conditions, as well as changes in market interest rates, government policies, and actions of regulatory authorities.

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