0000859070fcbc:ConsumerOwnerOccupiedOtherMember2022-12-31

 

 

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended SeptemberJune 30, 20222023

or

 

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

 

Commission file number: 000-19297

 
 

FIRST COMMUNITY BANKSHARES, INC.

 
 

(Exact name of registrant as specified in its charter)

 

 

Virginia

 

55-0694814

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

P.O. Box 989

Bluefield, Virginia

 

24605-0989

(Address of principal executive offices)

 

(Zip Code)

 

 

(276) 326-9000

 
 

(Registrant’s telephone number, including area code)

 
   

 

 Not Applicable 
(Former name, former address and former fiscal year, if changed since last report)
 

Securities registered pursuant to Section 12 (b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($1.00 par value)

FCBC

NASDAQ Global Select

 

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 
 

Large accelerated filer ☐

Accelerated filer ☑

 

Non-accelerated filer ☐ 

Smaller reporting company ☐

  

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

☐ Yes ☑ No

 

As of  October 28, 2022,July 31, 2023, there were 16,231,71718,788,881 shares outstanding of the registrant’s Common Stock, $1.00 par value.

 

 

 

 

FIRST COMMUNITY BANKSHARES, INC.

FORM 10-Q

INDEX

 

PART I.

FINANCIAL INFORMATION

Page

   

Item 1.

Financial Statements

 
  

Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20222023 (Unaudited) and December 31, 20212022

4

  

Condensed Consolidated Statements of Income for the Three and NineSix Months Ended SeptemberJune 30, 20222023 and 20212022 (Unaudited) 

5

  

Condensed Consolidated Statements of Comprehensive Income for the Three and NineSix Months Ended SeptemberJune 30, 20222023 and 20212022 (Unaudited)

6

  

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and NineSix Months Ended SeptemberJune 30, 20222023 and 20212022 (Unaudited)

7

  

Condensed Consolidated Statements of Cash Flows for the NineThree and Six Months Ended SeptemberJune 30, 20222023 and 20212022 (Unaudited)

9

  

Notes to Condensed Consolidated Financial Statements (Unaudited)

10

Item 2.

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

3437

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4952

Item 4.

Controls and Procedures

4952

   

PART II.

OTHER INFORMATION

 
   

Item 1.

Legal Proceedings

4952

Item 1A.

Risk Factors

4952

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

5053

Item 3.

Defaults Upon Senior Securities

5053

Item 4.

Mine Safety Disclosures

5053

Item 5.

Other Information

5053

Item 6.

Exhibits

5154

   

Signatures

5356

 

 

2

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Forward-looking statements in filings with the Securities and Exchange Commission, including this Quarterly Report on Form 10-Q and the accompanying Exhibits, filings incorporated by reference, reports to shareholders, and other communications that represent the Company’s beliefs, plans, objectives, goals, guidelines, expectations, anticipations, estimates, and intentions are made in good faith pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and other similar expressions identify forward-looking statements. The following factors, among others, could cause financial performance to differ materially from that expressed in such forward-looking statements:

 

 

inflation, interest rate, market and monetary fluctuations;

 the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations;
 

the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Federal Reserve System;

the effects of the COVID-19 pandemic, including negative impacts and disruptions to the communities the Company serves, and the domestic and global economy, which may have an adverse effect on the Company's business; 

 

timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;

 

the willingness of customers to substitute competitors’ products and services for the Company’s products and services and vice versa;

 

the impact of changes in financial services laws and regulations, including laws about taxes, banking, securities, and insurance;

 

the impact of the U.S. Department of the Treasury and federal banking regulators’ continued implementation of programs to address capital and liquidity in the banking system;

 

technological changes;

 

the cost and effects of cyber incidents or other failures, interruptions, or security breaches of our systems or those of third-party providers;

 the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters; 
 

the effect of acquisitions, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions;

 

the sustainability of noninterest, or fee, income;income being less than expected;

 

unanticipated regulatory or judicial proceedings;

 

changes in consumer spending and saving habits; and

 

the Company’s success at managing the risks mentioned above.

 

This list of important factors is not exclusive. If one or more of the factors affecting these forward-looking statements proves incorrect, actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking statements contained in this Quarterly Report on Form 10-Q and other reports we file with the Securities and Exchange Commission. Therefore, the Company cautions you not to place undue reliance on forward-looking information and statements. The Company does not intend to update any forward-looking statements, whether written or oral, to reflect changes. These cautionary statements expressly qualify all forward-looking statements that apply to the Company including the risk factors presented in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.

 

3

 

PART I.

FINANCIAL INFORMATION

 

Item 1.     Financial Statements

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

September 30,

 

December 31,

  

June 30,

 

December 31,

 
 

2022

  2021(1)  

2023

  2022(1) 

(Amounts in thousands, except share and per share data)

 

(Unaudited)

    

(Unaudited)

   

Assets

            

Cash and due from banks

 $54,795  $47,067  $100,438  $63,044 

Federal funds sold

 172,141  627,036  50,682  105,636 

Interest-bearing deposits in banks

  2,159   3,336   1,540   2,166 

Total cash and cash equivalents

 229,095  677,439  152,660  170,846 

Debt securities available for sale

 299,620  76,292  314,373  300,349 

Loans held for investment, net of unearned income

 2,362,733  2,165,569  2,621,073  2,400,197 

Allowance for credit losses

  (29,388)  (27,858)  (36,177)  (30,556)

Loans held for investment, net

 2,333,345  2,137,711  2,584,896  2,369,641 

Premises and equipment, net

 47,891  52,284  53,546  47,340 

Other real estate owned

 559  1,015  339  703 

Interest receivable

 8,345  7,900  10,185  9,279 

Goodwill

 129,565  129,565  143,946  129,565 

Other intangible assets

 4,541  5,622  16,217  4,176 

Other assets

  107,838   106,691   115,275   103,673 

Total assets

 $3,160,799  $3,194,519  $3,391,437  $3,135,572 
  

Liabilities

            

Deposits

          

Noninterest-bearing

 $878,423  $842,783  $974,995  $872,168 

Interest-bearing

  1,831,798   1,886,608   1,877,683   1,806,647 

Total deposits

 2,710,221  2,729,391  2,852,678  2,678,815 

Securities sold under agreements to repurchase

 1,958  1,536  1,348  1,874 

Interest, taxes, and other liabilities

  36,362   35,817   38,691   32,898 

Total liabilities

 2,748,541  2,766,744  2,892,717  2,713,587 
  

Stockholders' equity

            

Preferred stock, undesignated par value; 1,000,000 shares authorized; Series A Noncumulative Convertible Preferred Stock, $0.01 par value; 25,000 shares authorized; none outstanding

 -  -  -  - 

Common stock, $1 par value; 50,000,000 shares authorized; 23,412,168 shares issued and 16,273,177 outstanding at September 30, 2022; 23,971,347 shares issued and 16,878,220 outstanding at December 31, 2021

 16,273  16,878 

Common stock, $1 par value; 50,000,000 shares authorized; 27,500,920 shares issued and 18,969,281 outstanding at June 30, 2023; 24,477,471 shares issued and 16,225,399 outstanding at December 31, 2022

 18,969  16,225 

Additional paid-in capital

 129,914  147,619  189,917  128,508 

Retained earnings

 285,096  264,824  304,295  292,971 

Accumulated other comprehensive loss

  (19,025)  (1,546)  (14,461)  (15,719)

Total stockholders' equity

  412,258   427,775   498,720   421,985 

Total liabilities and stockholders' equity

 $3,160,799  $3,194,519  $3,391,437  $3,135,572 

 


(1)   Derived from audited financial statements

    

See Notes to Condensed Consolidated Financial Statements.

    

 

4

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 

(Amounts in thousands, except share and per share data)

 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 

Interest income

                

Interest and fees on loans

 $26,405  $25,119  $76,697  $77,596  $31,927  $25,651  $59,555  $50,292 

Interest on securities -- taxable

 1,610  200  3,539  557  1,898  1,373  3,832  1,929 

Interest on securities -- tax-exempt

 175  245  547  818  159  178  324  372 

Interest on deposits in banks

  1,532   225   2,548   507   885   768   1,347   1,016 

Total interest income

 29,722  25,789  83,331  79,478  34,869  27,970  65,058  53,609 

Interest expense

                

Interest on deposits

 380  642  1,288  2,235  1,930  422  2,648  908 

Interest on short-term borrowings

  -  1  1  1   77   1   136   1 

Total interest expense

  380   643   1,289   2,236   2,007   423   2,784   909 

Net interest income

 29,342  25,146  82,042  77,242  32,862  27,547  62,274  52,700 

Provision for (recovery of) credit losses

  685   (1,394)  3,156   (7,625)

Provision for credit losses

  4,105   510   5,847   2,471 

Net interest income after provision for loan losses

 28,657  26,540  78,886  84,867  28,757  27,037  56,427  50,229 

Noninterest income

                

Wealth management

 932  974  2,897  2,913  965  993  1,982  1,965 

Service charges on deposits

 3,689  3,599  10,859  9,728  3,471  3,672  6,630  7,170 

Other service charges and fees

 2,988  3,143  9,302  9,331  3,460  3,297  6,542  6,314 

Divestiture gain

 1,658 - 1,658 - 

Loss on sale of securities

 (28) -  (21) - 

Other operating income

  683   1,004   3,282   3,114   917   892   2,235   2,599 

Total noninterest income

 9,950  8,720  27,998  25,086  8,785  8,854  17,368  18,048 

Noninterest expense

                

Salaries and employee benefits

 12,081  10,646  35,270  31,746  12,686  11,518  24,281  23,189 

Occupancy expense

 1,188  1,155  3,622  3,545  1,276  1,165  2,444  2,434 

Furniture and equipment expense

 1,478  1,385  4,588  4,209  1,508  1,496  2,909  3,110 

Service fees

 1,635  1,530  5,701  4,378  2,284  2,563  4,303  4,066 

Advertising and public relations

 718  536  1,835  1,487  846  577  1,489  1,117 

Professional fees

 208  313  1,205  1,069  281  544  608  997 

Amortization of intangibles

 365  365  1,082  1,082  425  360  659  717 

FDIC premiums and assessments

 321  216  796  619  423  257  743  475 

Divestiture expenses

 153 - 153 - 

Merger expenses

 2,014  -  2,393  - 

Other operating expense

  2,998   2,690   8,134   8,882   2,928   2,775   5,655   5,136 

Total noninterest expense

  21,145   18,836   62,386   57,017   24,671   21,255   45,484   41,241 

Income before income taxes

 17,462  16,424  44,498  52,936  12,871  14,636  28,311  27,036 

Income tax expense

  4,111   3,816   10,419   12,323   3,057   3,423   6,715   6,308 

Net income

 $13,351  $12,608  $34,079  $40,613  $9,814  $11,213  $21,596  $20,728 
  

Earnings per common share

  

Basic

 $0.82  $0.73  $2.05  $2.32  $0.53  $0.67  $1.25  $1.24 

Diluted

 0.81  0.73  2.05  2.32  0.55  0.67  1.26  1.24 

Weighted average shares outstanding

  

Basic

  16,378,022   17,221,244   16,617,766   17,457,477  18,407,078  16,662,817  17,323,706  16,739,624 

Diluted

 16,413,202  17,279,576  16,654,697  17,511,900  18,431,598  16,682,615  17,363,478  16,772,847 

 

See Notes to Condensed Consolidated Financial Statements.

 

5

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 

(Amounts in thousands)

                 

Net income

 $13,351  $12,608  $34,079  $40,613  $9,814  $11,213  $21,596  $20,728 

Other comprehensive income, before tax

         

Other comprehensive income (loss), before tax

        

Available-for-sale debt securities:

     

Net unrealized losses on available-for-sale debt securities

 (9,355)  (207) (21,802) (1,007)

Change in net unrealized (losses) gains on debt securities

 (1,593) (6,550) 1,570  (12,447)

Reclassification adjustment for losses recognized in net income

  28   -   21   - 

Net unrealized (losses) gains on available-for-sale debt securities

 (1,565) (6,550) 1,591  (12,447)

Employee benefit plans:

     

Net actuarial loss

 (1)  -  (424) (206) (31) (1) (63) (423)

Reclassification adjustment for amortization of prior service cost and net actuarial loss recognized in net income

  34   96   101   289   31   33   63   67 

Net unrealized gains (losses) on employee benefit plans

  33   96   (323)  83   -   32   -   (356)

Other comprehensive loss, before tax

 (9,322)  (111) (22,125) (924)

Income tax benefit

  (1,957)  (23)  (4,646)  (194)

Other comprehensive loss, net of tax

  (7,365)  (88)  (17,479)  (730)

Other comprehensive (loss) income, before tax

 (1,565) (6,518) 1,591  (12,803)

Income tax (benefit) expense

  (329)  (1,370)  333   (2,689)

Other comprehensive (loss) income, net of tax

  (1,236)  (5,148)  1,258   (10,114)

Total comprehensive income

 $5,986  $12,520  $16,600  $39,883  $8,578  $6,065  $22,854  $10,614 

 

See Notes to Condensed Consolidated Financial Statements.

 

6

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

THREE MONTHS ENDED

SeptemberJune 30, 20222023 and 20212022

 

  
                   

Accumulated

                      

Accumulated

   
 

Preferred

    

Common

    

Additional

    

Other

    

Preferred

    

Common

    

Additional

    

Other

   

(Amounts in thousands, except share and per share data)

 

Stock Outstanding

  

Preferred Stock

  

Stock Outstanding

  

Common Stock

  

Paid-in Capital

  

Retained Earnings

  

Comprehensive Loss

  

Total

  

Stock Outstanding

  

Preferred Stock

  

Stock Outstanding

  

Common Stock

  

Paid-in Capital

  

Retained Earnings

  

Comprehensive Loss

  

Total

 
  

Balance July, 1 2021

 -  $-  17,334,547  $17,335  $161,853  $250,911  $(2,565) $427,534 

Balance April, 1 2022

 -  $-  16,781,975  $16,782  $144,088  $269,798  $(6,512) $424,156 

Net income

 -  -  -  -  -  12,608  -  12,608  -  -  -  -  -  11,213  -  11,213 

Other comprehensive loss

 -  -  -  -  -  -  (88) (88) -  -  -  -  -  -  (5,148) (5,148)

Common dividends declared -- $0.27 per share

 -  -  -  -  -  (4,659) -  (4,659)

Common dividends declared -- $0.27 per share

 -  -  -  -  -  (4,512) -  (4,512)

Equity-based compensation expense

 -  -  553  -  37  -  -  37  -  -  -  -  -  -  -  - 

Common stock options exercised

 - - 9,371 10 268 - - 278  - - - - 181 - - 181 

Issuance of common stock to 401(k) plan

 -  -  3,967  4  116  -  -  120  -  -  3,676  4  100  -  -  104 

Repurchase of common shares at $30.52 per share

  -   -   (277,386)  (278)  (8,188)  -   -   (8,466)

Balance September 30, 2021

  -  $-   17,071,052  $17,071  $154,086  $258,860  $(2,653) $427,364 

Repurchase of common shares at $28.03 per share

  -   -   (283,507)  (284)  (7,664)  -   -   (7,948)

Balance June 30, 2022

  -  $-   16,502,144  $16,502  $136,705  $276,499  $(11,660) $418,046 
  

Balance July, 1 2022

 -  $-  16,502,144  $16,502  $136,705  $276,499  $(11,660) $418,046 

Balance April, 1 2023

 -  $-  16,243,551  $16,243  $128,666  $300,047  $(13,225) $431,731 

Surrey acquisition

 - - 2,996,786 2,997 68,357 - - 71,354 

Net income

 -  -  -  -  -  13,351  -  13,351  -  -  -  -  -  9,814  -  9,814 

Other comprehensive loss

 -  -  -  -  -  -  (7,365) (7,365) -  -  -  -  -  -  (1,236) (1,236)

Common dividends declared -- $0.29 per share

 -  -  -  -  -  (4,754) -  (4,754)

Common dividends declared -- $0.29 per share

 -  -  -  -  -  (5,566) -  (5,566)

Equity-based compensation expense

 -  -  -  -  52  -  -  52  -  -  8,511  9  304  -  -  313 

Common stock options exercised -- shares

 - - 2,443 2 182 - - 184 

Issuance of common stock to 401(k) plan

 -  -  3,990  4  123  -  -  127 

Repurchase of common shares at $31.36 per share

  -   -   (235,400)  (235)  (7,148)  -   -   (7,383)

Balance September 30, 2022

  -  $-   16,273,177  $16,273  $129,914  $285,096  $(19,025) $412,258 

Repurchase of common shares at $27.51 per share

  -  -  (279,567)  (280)  (7,410)  -  -  (7,690)

Balance June 30, 2023

  -  $-   18,969,281  $18,969  $189,917  $304,295  $(14,461) $498,720 

 

See Notes to Condensed Consolidated Financial Statements.

 

7

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

Six MONTHS ENDED

June 30, 2023 and 2022

Nine MONTHS ENDED

September 30, 2022 and 2021

 

                  
                   

Accumulated

                      

Accumulated

   
 

Preferred

    

Common

    

Additional

    

Other

    

Preferred

    

Common

    

Additional

    

Other

   

(Amounts in thousands, except share and per share data)

  Stock Outstanding   Preferred Stock  Stock Outstanding  Common Stock   Paid-in Capital  Retained Earnings   Comprehensive Loss   Total  

Stock Outstanding

  

Preferred Stock

  

Stock Outstanding

  

Common Stock

  

Paid-in Capital

  

Retained Earnings

  

Comprehensive Loss

  

Total

 

Balance January 1, 2021

 -  $-  17,722,507  $17,723  $173,345  $237,585  $(1,923) $426,730 

Cumulative effect of adoption of ASU 2016-13

        (5,870)  (5,870)

Balance January 1, 2022

 -  $-  16,878,220  $16,878  $147,619  $264,824  $(1,546) $427,775 

Net income

 -  -  -  -  -  40,613  -  40,613  -  -  -  -  -  20,728  -  20,728 

Other comprehensive loss

 -  -  -  -  -    (730) (730) -  -  -  -  -  0  (10,114) (10,114)

Common dividends declared -- $0.77 per share

 -  -  -  -  -  (13,468)   (13,468)

Common dividends declared -- $0.54 per share

 -  -  -  -  -  (9,053) 0  (9,053)

Equity-based compensation expense

 -  -  42,340  42  816    -  858  -  -  25,137  25  328  0  -  353 

Common stock options exercised

 - - 19,773 20 268  - 288  -  -  4,536  5  98  0  -  103 

Issuance of common stock to 401(k) plan

 -  -  13,118  13  360  -  -  373  -  -  9,758  10  279  -  -  289 

Repurchase of common shares at $29.49 per share

  -   -   (726,686)  (727)  (20,703)  -   -   (21,430)

Balance September 30, 2021

  -  $-   17,071,052  $17,071  $154,086  $258,860  $(2,653) $427,364 

Repurchase of common shares at $28.96 per share

  -   -   (415,507)  (416)  (11,619)  -   -   (12,035)

Balance June 30, 2022

  -  $-   16,502,144  $16,502  $136,705  $276,499  $(11,660) $418,046 
                               

Balance January 1, 2022

 - $- 16,878,220 $16,878 $147,619 $264,824 $(1,546) $427,775 

Balance January 1, 2023

 -  $-  16,225,399  $16,225  $128,508  $292,971  $(15,719) $421,985 

Surrey acquisition

 - - 2,996,786 2,997 68,357 - - 71,354 

Net income

 -  -  -  -  -  34,079  -  34,079  -  -  -  -  -  21,596  -  21,596 

Other comprehensive loss

 -  -  -  -  -  -  (17,479) (17,479)

Common dividends declared -- $0.83 per share

 -  -  -  -  -  (13,807) -  (13,807)

Other comprehensive income

 -  -  -  -  -  -  1,258  1,258 

Common dividends declared -- $0.58 per share

 -  -  -  -  -  (10,272) -  (10,272)

Equity-based compensation expense

 -  -  25,137  25  511  -  -  536  -  -  24,243  24  408  -  -  432 

Common stock options exercised

 -  -  6,979  7  150  -  -  157  -  -  2,158  2  46  -  -  48 

Issuance of common stock to 401(k) plan

 -  -  13,748  14  401  -  -  415   -   -   262   -   8   -   -   8 

Repurchase of common shares at $29.83 per share

  -   -   (650,907)  (651)  (18,767)  -   -   (19,418)

Balance September 30, 2022

  -  $-   16,273,177  $16,273  $129,914  $285,096  $(19,025) $412,258 

Repurchase of common shares at $27.51 per share

 - - (279,567) (279) (7,410) - - (7,689)

Balance June 30, 2023

  -  $-   18,969,281  $18,969  $189,917  $304,295  $(14,461) $498,720 

 

See Notes to Condensed Consolidated Financial Statements.

 

8

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

Nine Months Ended

  

Six Months Ended

 
 

September 30,

  

June 30,

 

(Amounts in thousands)

 

2022

  

2021

  

2023

  

2022

 

Operating activities

            

Net income

 $34,079  $40,613  $21,596  $20,728 

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

          

Provision for (recovery of) credit losses

 3,156  (7,625)

Provision for credit losses for loans

 5,847  2,471 

Depreciation and amortization of premises and equipment

 3,205  3,346  1,912  2,168 

(Accretion) amortization of premiums on investments, net

 (26) 307 

Amortization of FDIC indemnification asset, net

 -  1,226 

(Accretion) amortization of (discounts) premiums on investments, net

 (2,015) 117 

Amortization of intangible assets

 1,082  1,082  659  717 

Accretion on acquired loans

 (2,224) (3,599) (1,077) (1,736)

Gain on divestiture

 (1,658) - 

Equity-based compensation expense

 536  858  432  353 

Issuance of common stock to 401(k) plan

 415  373  8  289 

(Gain) loss on sale of premises and equipment, net

 (772) 518 

Loss (gain) on sale of premises and equipment, net

 12  (381)

Loss on sale of other real estate owned

 423  135  41  420 

(Increase) decrease in accrued interest receivable

 (445) 906 

Decrease (increase) in other operating activities

  3,757   (1,547)

Net loss on sale of securities

 21 - 

Increase in accrued interest receivable

 (906) (533)

(Increase) decrease in other operating activities

  1,247   3,587 

Net cash provided by operating activities

 41,528  36,593  27,777  28,200 

Investing activities

            

Proceeds from sale of securities available for sale

 38,979 - 

Proceeds from maturities, prepayments, and calls of securities available for sale

 19,855  21,183  25,788  12,812 

Payments to acquire securities available for sale

 (264,960) (16,578) (54,272) (236,850)

Net (increase) decrease in loans

 (197,035) 41,185 

(Purchase of) proceeds from FHLB stock, net

 (240) 1,012 

Proceeds from bank owned life insurance

 1,046 - 

Cash proceeds paid in divestiture

 (59,039) - 

Net decrease (increase) in loans

 16,752  (133,395)

Purchase of FHLB stock, net

 (146) (240)

Cash proceeds from merger, net

 176,684 - 

Proceeds from sale of premises and equipment

 1,542  2,578  12  1,145 

Payments to acquire premises and equipment

 (750) (2,454) (1,931) (469)

Proceeds from sale of other real estate owned

  471   1,796   382   338 

Net cash (used) provided by investing activities

 (499,110) 48,722 

Net cash provided (used) by investing activities

 202,248  (356,659)

Financing activities

            

Increase in noninterest-bearing deposits, net

 54,024  47,352 

(Decrease) increase in noninterest-bearing deposits, net

 (55,562) 35,179 

(Decrease) increase in interest-bearing deposits, net

 (12,140) 80,247  (174,210) 33,969 

Proceeds from securities sold under agreements to repurchase, net

 422  142 

(Repayments) proceeds from securities sold under agreements to repurchase, net

 (526) 1,099 

Proceeds from stock options exercised

 157  288  48  103 

Payments for repurchase of common stock

 (19,418) (21,430) (7,689) (12,035)

Payments of common dividends

  (13,807)  (13,468)  (10,272)  (9,053)

Net cash provided by financing activities

  9,238   93,131 

Net (decrease) increase in cash and cash equivalents

 (448,344) 178,446 

Net cash (used) provided by financing activities

  (248,211)  49,262 

Net decrease in cash and cash equivalents

 (18,186) (279,197)

Cash and cash equivalents at beginning of period

  677,439   456,561   170,846   677,439 

Cash and cash equivalents at end of period

 $229,095  $635,007  $152,660  $398,242 
  

Supplemental disclosure -- cash flow information

            

Cash paid for interest

 $1,728  $2,508  $2,645  $1,330 

Cash paid for income taxes

 4,090  11,989  4,641  490 
  

Supplemental transactions -- noncash items

            

Transfer of loans to other real estate owned

 438  1,147  79  322 

Loans originated to finance other real estate owned

 -  59  20 - 

Increase in accumulated other comprehensive loss, net of taxes

 (17,479) (730)

Increase in accumulated other comprehensive income (loss), net of taxes

 1,258  (10,114)

Acquisition of Surrey Bancorp

 See Note 2 - 

 

See Notes to Condensed Consolidated Financial Statements.

  

 

9

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

Note 1. Basis of Presentation

 

General

 

First Community Bankshares, Inc. (the “Company”), is a financial holding company incorporated under the laws of the Commonwealth of Virginia. The Company’s principal executive office is located in Bluefield, Virginia. The Company provides banking products and services to individual and commercial customers through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia-chartered banking institution founded in 1874.  The Bank offers wealth management and investment advice through its Trust Division and wholly owned subsidiary First Community Wealth Management, Inc. (“FCWM”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.

 

Principles of Consolidation

 

The Company’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. The consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries and eliminate all intercompany balances and transactions. The Company operates in one business segment, Community Banking, which consists of all operations, including commercial and consumer banking, lending activities, and wealth management. Operating results for interim periods are not necessarily indicative of results that may be expected for other interim periods or for the full year. In management’s opinion, the accompanying unaudited interim condensed consolidated financial statements contain all necessary adjustments, including normal recurring accruals, and disclosures for a fair presentation.

 

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 (the “20212022 Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on MarchFebruary 3,22, 2022.2023. The condensed consolidated balance sheet as of December 31, 20212022, has been derived from the audited consolidated financial statements.

 

Reclassifications

 

Certain amounts reported in prior years have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on the Company’s results of operations, financial position, or net cash flow.

 

Use of Estimates

 

Preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that require the most subjective or complex judgments relate to fair value measurements, investment securities, the allowance for loan losses, goodwill and other intangible assets, and income taxes. A discussion of the Company’s application of critical accounting estimates is included in “Critical Accounting Estimates” in Item 2 of this report.

 

Significant Accounting Policies

 

The Company’s significant accounting policies are included in Note 1, “Basis of Presentation and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s 20212022 Form 10-K.

 

Allowance for Credit Losses (ACL)

 

On January 1,  2021, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU applies to all financial assets measured at amortized cost and off balance sheet credit exposures, including loans, investment securities, and unfunded commitments.  The Company applied the ASU’s provisions using the modified retrospective method as a cumulative-effect adjustment to retained earnings as of January 1, 2021.  The cumulative-effect adjustment was a decrease to retained earnings net of tax of $5.87 million.  This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of and reason for the change, which is solely a result of the adoption of the required standard.

 

ACL – Investment Securities

 

The Company no longer evaluates securities for other-than-temporary impairment (“OTTI”), as ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” changes the accounting for recognizing impairment on available-for-sale debt securities.  Each quarter, the Company evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value.  The nature of the collateral is considered along with potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate changes since purchase, volatility of the security’s fair value and historical loss information for financial assets secured with similar collateral among other factors.  Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses in the Statement of Income and establish an allowance for credit losses on the Balance Sheet.

 

The Company excludes the accrued interest receivable from the amortized cost basis in measuring expected credit losses on the investment securities and does not record an allowance for credit losses on accrued interest receivable.  As of SeptemberJune 30, 20222023, the accrued interest receivable for investment securities available for sale was $1.06$1.27 million.

 

10

 
The Company’s estimate of expected credit losses includes a measure of the expected risk of credit loss even if that risk is remote.  The Company does not measure expected credit losses on an investment security in which historical credit loss information adjusted for current conditions and reasonable and supportable forecast results in an expectation that nonpayment of the amortized cost basis is zero.  Nonpayment of the amortized cost basis is not expected to be zero solely on the basis of the current value of collateral securing the security but, also considers the nature of the collateral, potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate change since purchase, volatility of the security’s fair value and historical loss information for financial assets securitized with similar collateral. The Company performed an analysis that determined that the following securities have a zero expected credit loss:  U.S. Treasury Securities, Agency-Backed Securities including Government National Mortgage Association (“GNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Federal Home Loan Bank (“FHLB”), Federal Farm Credit Banks (“FFCB”) and Small Business Administration (“SBA”).  All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or one of its agencies.  These securities are included in Government-Sponsored Entities Debt and Mortgage-Backed Securities line items in the Investment Securities footnote.  Municipal securities and all other securities that do not have a zero expected credit loss will be evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value.

 

ACL – Loans

 

The Company reviews our allowance for credit losses quarterly to determine if it is sufficient to absorb expected loan losses in the portfolio. This determination requires management to make significant estimates and assumptions. While the Company uses its best judgment and available information, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates, and the view of regulatory authorities towards loan classifications. These uncertainties may result in material changes to the allowance for credit losses in the near term; however, the amount of the change cannot reasonably be estimated.

The ACL is an estimate of losses that will result from the inability of borrowers to make required loan payments. The Company established the incremental increase in the ACL at the adoption of ASU 2016-13,through retained earnings and subsequent adjustments arewill be made through a provision for credit losses charged to earnings. Loans charged off are recorded against the ACL and subsequent recoveries increase the ACL when they are recognized.

 

A systematic methodology is used to determine ACL for loans held for investment and certain off-balance sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. ManagementThe Company considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgement and reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.

 

The Company collectively evaluates loans that share similar risk characteristics. In general, loans are segmented by loan purpose. The Company collectively evaluates loans within the following consumer and commercial segments: Loans secured by 1-4 Family Properties, Home Equity Lines of Credit (“HELOC”), Owner Occupied Construction Loans, Consumer Loans, Commercial and Industrial, Multi-family, Non-farm/Non-residential Property, Commercial Construction/A&D/other Land Loans, Agricultural Loans, Credit Card Loans, Loans Secured by Farmland, and Other Consumer Loans (Overdrafts).

 

Risk characteristics of residential real estate loans which include loans secured by Single family properties, HELOC, and Owner occupied construction loans are dependent upon individual borrowers who are affected by changes in general economic conditions, real estate valuations, and the demand for housing. Commercial and Industrial, Multi-family residential, Non-farm/non-residential, Agricultural, and Loans secured by Farmland are similar in that they are generally dependent upon the borrower's internal cash flow from operations to service the debt and changes in general economic conditions. Commercial construction, Development, and other land loans, Consumer, and Other consumer loans (open pool) are similar in that they are dependent on changes in general economic conditions.

For collectively evaluated loans, the Company uses a combination of discounted cash flow and remaining life to estimate expected credit losses.

During 2022, the Company changed third party model providers which necessitated a change from remaining life to open pool for the portfolios noted above. The change in method was not quantitatively significant. In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL. The Company utilizesutilized call report data to measure its and its peers'peers' historical credit losses experience with similar risk characteristics within the segments over an economic cycle. Management reviewsThe Company reviewed the historical loss information to appropriately adjust for differences in current asset specific risk characteristics. Also considered arewere further adjustments to historical loss information for current conditions and reasonable and supportable forecasts that differ from the conditions that existed for the period over which historical information iswas evaluated. For the majority of the segments of collectively evaluated loans, the Company incorporatesincorporated at least one macroeconomic driver either using a statistical regression modeling methodology.

 

ManagementThe Company considers forward-looking information in estimated expected credit losses. The Company subscribes to a third-party service which provides summary detail of dozens of economic forecasts. Using that information and other publicly available economic forecasts, management determines the economic variables to use for the one-year reasonable and supportable forecast period. Management has determined that the forecast period is consistent with how the Company has historically forecasted for its profitability planning and capital management. Management has evaluated the appropriateness of the reasonable and supportable forecast for the current period along with the inputs used in the estimation of expected credit losses. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to historical loss information over eight quarters using a straight-line approach. Management may apply different reversion techniques depending on the economic environment for the financial asset portfolio and as of the current period has utilized a linear reversion technique.

 

Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance sheet credit exposures, ManagementThe Company considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation. Each period the Company considers qualitative factors that are relevant within the qualitative framework that includes the following: 1) changes in lending policespolicies and procedures, 2) changes in economic conditions, 3) changes in portfolio nature and volume, 4) changes in management, 5) changes in past due loans, 6) changes in the quality of the Company’s credit review system, 7) changes in the value of underlying collateral, 8) the effect of concentrations of credit, and 9) the effect of other external factors.

 

11

 

When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. The Company currently maintains a net book balance threshold of $500,000 for individually-evaluated loans .loans. Generally, individually-evaluated loans other than Troubled Debt Restructurings, otherwise referred to herein as “TDRs,” are on nonaccrual status. Based on the threshold above, consumer loans will generally remain in pools unless they meet the dollar threshold and foreclosure is probable. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

 

Management measures expectedWhen loans are acquired they are identified as either purchased credit losses overdeteriorated ("PCD") or non-PCD.  PCD loans represent assets that are acquired with evidence of more than insignificant credit quality deterioration since the contractual termorigination of the loans. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a TDR with a borrower. In the event of a reasonably-expected TDR, the Company factors the reasonably-expected TDR into the current expected credit losses estimate. The effects of a TDR are recorded when an individual asset is specifically identified as a reasonably-expected TDR. For consumer loans the point at which a TDR is reasonably expected is when the Company approves the borrower’s application for a modification (i.e. the borrower qualifies for the TDR) or when the Credit Administration department approves loan concessions. For commercial loans, the point at which a TDR is reasonably expected is when the Company approves the loan for modification or when the Credit Administration department approves loan concessions. The Company uses a discounted cash flow methodology to calculate the effect of the concession provided to the borrower in TDR within the ACL. 

Purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e. allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition date, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the fair value and the amortized cost basis as of the acquisition date.  SubsequentThe ACL for PCD assets is recognized within business combination accounting with no initial impact to the acquisition date, the changenet income. Changes in the ACLestimates of expected credit losses on PCD loans after acquisition are recognized as provision expense (or reversal of provision expense) in subsequent periods as they arise.

Non-PCD loans acquired are generally estimated at fair value using a discounted cash flow approach with assumptions of discount rate, remaining life, prepayments, probability of default, and loss given default. The actual cash flows on these loans could differ materially from the fair value estimates. The amount we record as the fair values for the loans is recognized throughgenerally less than the provision for credit losses. The non-credit discount or premium iscontractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans. Discounts on acquired non-PCD loans are accreted or amortized, respectively, intoto interest income over their estimated remaining lives, which may include prepayment estimates in certain circumstances.  The ACL for non-PCD assets is recognized as provision expense in the remaining life ofsame reporting period as the PCDbusiness combination. Estimated loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’slosses for acquired purchased credit impaired loans were treated as PCDare determined using methodologies and applying estimates and assumptions similar to originated performing loans.

 

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, Management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of SeptemberJune 30, 20222023, the accrued interest receivable for loans was $7.28$8.91 million.

Effective January 1, 2023, the Company adopted Financial Accounting Standards Board issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.  As noted, the allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made at the time of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness that is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. Additionally, the Company may allow a loan to go interest only for a specified period of time.

 

The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The estimates are determined based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding. Estimated credit losses on subsequently funded balances are based on the same assumptions as used to estimate credit losses on existing funded loans. The expected losses associated with these exposures within the unfunded portion of the loans will be recorded as a liability on the balance sheet with an offsetting income statement expense. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. As of  SeptemberJune 30, 20222023, the liability recorded for expected credit losses on unfunded commitments in Other Liabilities was $1.42 million.$964 thousand.

Risks and Uncertainties

COVID-19 Virus Developments

During the last two-and-a-half years, government reaction to the novel coronavirus (“COVID-19”) pandemic significantly disrupted local, national, and global economies and adversely impacted a broad range of industries, including banking and other financial services.  As COVID-19 events unfolded, the Company implemented various plans, strategies and protocols to protect its employees, maintain services for customers, assure the functional continuity of its operating systems, controls and processes, and mitigate financial risks posed by changing market conditions.

While direct impacts of COVID- 19 appear to be declining and conditions have improved as of September 30, 2022, if there is a resurgence in the virus, the Company could experience adverse effects on its business, financial condition, results of operations and cash flows. While it is not possible to know the full extent that the impact of COVID- 19, and any potential resulting measures to curtail its spread, will have on the Company's future operations, the Company's management believes its financial position, including high levels of capital and liquidity, will allow it to successfully endure the negative economic impacts of the pandemic.

 

12

 

Recent Accounting Standards

 

Standards Adopted in 20212023

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU requires earlier recording of credit losses on loans and other financial assets held by financial institutions and other organizations. This ASU also requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  It further 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 ASU amends the accounting for credit losses in investments in debt securities and purchased financial assets with credit deterioration.  The Company adopted the new standard as of January 1, 2021.  The standard was applied using the modified retrospective method as a cumulative-effect adjustment to retained earnings as of January 1, 2021.  Under this method, comparative periods will not be required to be restated for financial statements related to Topic 326.  Comparative prior period disclosures will be presented using the guidance for the allowance for loan losses.  This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of and the reasons for the change, which is solely a result of the adoption of the required standard.  This standard did not have a material impact on our investment securities portfolio at implementation.  Related to the implementation of the standard, the Company recorded an additional ACL for loans of $13.11 million, deferred tax assets of $1.81 million, and additional reserve for unfunded commitments of $509 thousand and an adjustment to retained earnings, net of tax, of $5.87 million.  See the table below for the impact of ASU 2016-13 on the Company’s consolidated balance sheet.  

  

January 1, 2021

  
  

As Reported

  

Pre-

  

Impact of

  
  

Under

  

ASU 2016-13

  

ASU 2016-13

  
  

ASU 2016-13

  

Adoption

  

Adoption

  
              
              

Assets:

             

Non-covered loans held for investment

             

Allowance for credit losses on debt securities

             

Investment securities - available for sale

 $83,358  $83,358  $- 

A

Loans

             

Non-acquired loans and acquired performing loans

  2,146,972   2,146,972   -  

Acquired purchased deteriorated loans

  45,535   39,660   5,875 

B

Allowance for credit losses on loans

  (39,289)  (26,182)  (13,107)

C

Deferred tax asset

  19,306   17,493   1,813 

D

Accrued interest receivable - loans

  9,109   9,052   57 

B

              

Liabilities

             

Allowance for credit losses on off-balance sheet credit exposures

  575   66   509 

E

              

Equity:

             

Retained earnings

  231,714   237,585   (5,871)

F

A.Per our analysis no ACL was necessary for investment securities available-for-sale.
B.Accrued interest receivable from acquired credit impaired loans of $57 thousand was reclassed to other assets and was offset by the reclass of the grossed up credit discount on acquired credit impaired loans of $57 thousand that was moved to the ACL for the purchased credit deteriorated loans.
C.Calculated adjustment to the ACL related to the adoption of ASU 2016-13.  Includes additional reserve related to purchased deteriorated loans of $5.88 million.
D.Effect of deferred tax assets related to the adjustment to the ACL form the adoption of ASU 2016-13 using a 23.37% tax rate.
E.Adjustment to the reserve for unfunded commitments related to the adoption of ASU 2016-13.
F.Net adjustment to retained earnings related to the adoption of ASU 2016-13.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes”. This ASU simplifies the accounting for income taxes by removing certain exceptions to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. The Company adopted this ASU as of January 1, 2021, and it did not have a material effect on the Company's financial statements.

The Company does not expect other recent accounting standards issued by the FASB or other standards-setting bodies to have a material impact on the consolidated financial statements. 

Standards Not Yet Adopted

 

In March 2022, the Financial Accounting Standards Board issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. This new accounting topic providesprovided accounting guidance for troubled debt restructuring (TDR) and write-offs, effective January 1, 2023,2023. with early adoption permitted. The amendments eliminateeliminated TDR accounting guidance for issuers that have adopted ASU 2016-13, createcreated a single loan modification accounting model, and clarifyclarified disclosure requirements for loan modifications and write-offs. We are currently reviewing the impact of theadopted this standard, effective January 1, 2023.  The updated guidance had no material impact on our Consolidated Financial Statements, but doStatements. 

The Company does nonot anticipateexpect other recent accounting standards issued by the FASB or other standards-setting bodies to have a material impact. At this time,impact on the Company has no plans to early adopt this guidance.consolidated financial statements. 

     

13

 

Note 2. Divestitures and Acquisitions

 

On September 16, 2022, the Company completed the sale of its Emporia, Virginia branch to Benchmark Community Bank (the "Emporia Branch Sale"). The sale included the branch real estate, certain personal property, and all deposits associated with the branch.  There were no loans included in the transaction.  Benchmark paid a deposit premium of two percent for certain deposits.  In addition, Benchmark paid $1.50 million for branch real estate and certain personal property.   Total deposits acquired by Benchmark totaled $61.05 million.  The deposits were composed of $18.38 million in demand, $28.46 million in interest-bearing demand, $11.52 million in savings, and $2.69 million in time deposits.  The Company recognized a gain of $1.66 million from the Emporia Branch Sale.

 

On November 18, 2022, the Company and NC-based Surrey Bancorp ("Surrey"), parent company of Surrey Bank & Trust, jointly announced their entry into an agreement and plan of merger pursuant to which First Community would acquire Surrey and its wholly-owned bank subsidiary, Surrey Bank & Trust. Under the terms of the agreement and plan of merger, each share of Surrey common stock immediately converted into the right to receive 0.7159 shares of the Company's common stock.  The transaction was consummated on April 21, 2023.  The total purchase price for the transaction was $71.37 million.

The strategic combination of the Company and Surrey united two high-performing community banks that historically produced returns on average assets well-above one percent and efficiency ratios below sixty percent while maintaining low-risk profiles.  In addition, the combination will create a leading community banking institution in northwestern North Carolina and southwestern Virginia.  Significant synergies and efficiencies are anticipated to be gained from the acquisition. The Company's commercial loan customers are anticipated to benefit from Surrey's government guarantee lending expertise, while Surrey's customers will benefit from additional scale, increased lending limits, and enhanced product and technology offerings.

The Surrey transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date.  Fair values are preliminary and subject to refinement for up to a year after the closing date of the acquisition.  The Company incurred a total of $2.99 million in merger expenses related to the Surrey transaction, $596 thousand was recorded in the last quarter of 2022 and $2.39 million in the firstsix months of 2023. These costs were primarily related to data conversion, investment banking fees, and legal fees. 

Goodwill arising from business combinations represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the fair value of the liabilities assumed.  The Surrey acquisition resulted in the Company recognizing $14.38 million in goodwill.

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangibles which represents the estimated value of the long-term deposit relationships acquired in the transaction. Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions: customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates. The core deposit intangibles are amortized over the estimated useful lives of the deposit accounts based on a method that we believe reasonably approximates the anticipated benefit stream from this intangible.  Core deposit intangibles for the Surrey transaction totaled $12.70 million. 

When loans are acquired they are identified as either purchased credit deteriorated ("PCD") or non-PCD.  PCD loans represent assets that are acquired with evidence of more than insignificant credit quality deterioration since the origination of the loans as of the acquisition date.  The ACL for PCD assets is recognized within business combination accounting with no initial impact to net income. Changes in estimates of expected credit losses on PCD loans after acquisition are recognized as provision expense (or reversal of provision expense) in subsequent periods as they arise.  Non-PCD loans acquired are generally estimated at fair value using a discounted cash flow approach with assumptions of discount rate, remaining life, prepayments, probability of default, and loss given default. The actual cash flows on these loans could differ materially from the fair value estimates. The amount we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans. Discounts on acquired non-PCD loans are accreted to interest income over their estimated remaining lives, which may include prepayment estimates in certain circumstances.  The ACL for non-PCD assets is recognized as provision expense in the same reporting period as the business combination. Estimated loan losses for acquired loans are determined using methodologies and applying estimates and assumptions similar to originated performing loans.  The fair value of purchased loans with credit deterioration was $101.42 million on the date of acquisition with the gross contractual amount totaling $111.22 million.  The Company estimates that $2.01 million of contractual cash flows specific to the purchased loans with credit deterioration will not be collected.  Non purchased credit deteriorated loans acquired had a fair value of $137.55 million with a gross contractual value of $143.55 million.

13

 
  

As recorded by

  

Fair Value

   

As recorded by

 

(Amounts in thousands)

 

Surrey

  

Adjustments

   

the Company

 

Assets

             

Cash and cash equivalents

 $176,700  $-   $176,700 

Securities available for sale

  22,027   (1,093)

( a )

  20,934 

Loans held for investment, net of allowance and mark

  251,944   (12,864)

( b )

  239,080 

Premises and equipment

  5,501   774 

( c )

  6,275 

Other assets

  10,787   (229)

( d ), ( e )

  10,558 

Intangible assets

  -   12,700 

( f )

  12,700 

Total assets

 $466,959  $(712)  $466,247 
              

LIABILITIES

             

Deposits:

             

Noninterest-bearing

 $158,389  $-   $158,389 

Interest-bearing

  246,460   (1,214)

( g )

  245,246 

Total deposits

  404,849   (1,214)   403,635 

Long term debt

  -   -    - 

Other liabilities

  6,004   (381)

( h )

  5,623 

Total liabilities

  410,853   (1,595)   409,258 
              

Net identifiable assets acquired over liabilities assumed

  56,106   883    56,989 
              

Goodwill

  -   14,381    14,381 

Net assets acquired over liabilities assumed

 $56,106  $15,264   $71,370 
              

Consideration:

             

First Community Bankshares, Inc. common stock

           2,996,786 

Purchase price per share of the Company's common stock

          $23.81 

Fair value of Company common stock issued

           71,354 

Cash paid for fractional shares

           16 

Fair Value of total consideration transferred

          $71,370 

Explanation of fair value adjustments:

(a)

Adjustment reflects the fair value adjustment based on the Company's evaluation of the acquired investment portfolio.

(b)

Adjustment reflects the fair value adjustments of $(15.80) million based on the Company's evaluation of the acquired loan portfolio and excludes the allowance for credit losses and deferred loans fees of $2.94 million as recorded by Surrey.

(c)

Adjustment reflects the fair value adjustments based on the Company's evaluation of the acquired premises and equipment.

(d)

Adjustment reflects the fair value adjustment based on the Company's evaluation of stocks with other banks of $47 thousand.

(e)

Adjustment to record the deferred tax asset related to the fair value adjustments $(177) thousand.

(f)

Adjustment to record the core deposit intangible on the acquired deposit accounts.

(g)

Adjustment reflects the fair value adjustment based on the Company's evaluation of the time deposit portfolio.

(h)

Adjustment to reclass deferred tax asset $(99) thousand, goodwill $(282) thousand, federal income tax payable $(389) thousand, and state income tax payable $8 thousand.

Comparative and Pro Forma Financial Information for Acquisitions

The following table discloses the financial impact of the merger.  The table presents certain pro forma information as if Surrey had been acquired on January 1, 2022.  These results combine the historical results of Surrey in the Company's consolidated statement of income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2022. 

No adjustments have been made to the pro formas to eliminate the recovery of provision for credit losses for the quarter and year-to-date periods ended June 30, 2022 of Surrey in the amounts of $415 thousand and $1.08 million, respectively .  The Company expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts below:

  

ProForma

 
  

Three months ended June 30,

  

Six Months Ended June 30,

 

(Dollars in thousands)

 

2023

  

2022

  

2023

  

2022

 

Total revenues (net interest income plus noninterest income)

 $41,647  $40,758  $79,642  $78,897 

Net adjusted income available to the common shareholder

 $11,701  $12,926  $23,851  $23,981 

14

Note 3. Debt Securities

 

There was no allowance for credit losses for debt securities as of SeptemberJune 30, 20222023; therefore, it is not presented in the table below.  The following tables present the amortized cost and fair value of available-for-sale debt securities, including gross unrealized gains and losses, as of the dates indicated:

 

 

September 30, 2022

  

June 30, 2023

 
 

Amortized

 

Unrealized

 

Unrealized

 

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                        

U.S. Agency securities

 $1,500  $-  $(12) $1,488  $7,250  $-  $(21) $7,229 

U.S. Treasury Notes

 160,935 - (4,475) 156,460  181,670 3 (3,167) 178,506 

Municipal securities

 23,523  9  (471) 23,061  21,684  10  (245) 21,449 

Corporate notes

 37,056 - (2,537) 34,519  28,551 - (2,088) 26,463 

Agency mortgage-backed securities

  98,389   1   (14,298)  84,092   93,401   1   (12,676)  80,726 

Total

 $321,403  $10  $(21,793) $299,620  $332,556  $14  $(18,197) $314,373 

 

 

December 31, 2021

  

December 31, 2022

 
 

Amortized

 

Unrealized

 

Unrealized

 

Fair

  

Amortized

 

Unrealized

 

Unrealized

 

Fair

 
 

Cost

  

Gains

  

Losses

  

Value

  

Cost

  

Gains

  

Losses

  

Value

 

(Amounts in thousands)

                        

U.S. Agency securities

 $469  $  $(3) $466  $1,500  $  $(15) $1,485 

U.S. Treasury Notes

 161,617 - (4,353) 157,264 

Municipal securities

 28,596  198    28,794  23,480  21  (192) 23,309 

Corporate notes

 9,935  (16) 9,919  37,046  (2,189) 34,857 

Agency mortgage-backed securities

  37,273   513   (673)  37,113   96,480   3   (13,049)  83,434 

Total

 $76,273  $711  $(692) $76,292  $320,123  $24  $(19,798) $300,349 

 

15

The following table presents the amortized cost and aggregate fair value of available-for-sale debt securities by contractual maturity, as of the date indicated. Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.

 

 

September 30, 2022

  

June 30, 2023

 
 

Amortized

    

Amortized

   

(Amounts in thousands)

 

Cost

  

Fair Value

  

Cost

  

Fair Value

 

Available-for-sale debt securities

            

Due within one year

 $43,628  $43,323  $188,484  $185,298 

Due after one year but within five years

 174,943  167,932  48,727  46,419 

Due after five years but within ten years

  4,443   4,273   1,944   1,930 
 223,014  215,528  239,155  233,647 

Agency mortgage-backed securities

  98,389   84,092   93,401   80,726 

Total debt securities available for sale

 $321,403  $299,620  $332,556  $314,373 

 

The following tables present the fair values and unrealized losses for available-for-sale debt securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer as of the dates indicated:

 

 

September 30, 2022

  

June 30, 2023

 
 

Less than 12 Months

  

12 Months or Longer

  

Total

  

Less than 12 Months

  

12 Months or Longer

  

Total

 
 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

(Amounts in thousands)

                                    

U.S. Agency securities

 $1,488  $(12) $-  $-  $1,488  $(12) $7,228  $(21) $-  $-  $7,228  $(21)

U.S. Treasury Notes

 156,460 (4,475) - - 156,460 (4,475) 40,602 (84) 126,686 (3,083) 167,288 (3,167)

Municipal securities

 18,872 (471) - - 18,872 (471) 14,017 (189) 1,403 (56) 15,420 (245)

Corporate notes

 34,519 (2,537) - - 34,519 (2,537) - - 26,462 (2,088) 26,462 (2,088)

Agency mortgage-backed securities

  69,521   (10,452)  14,515   (3,846)  84,036   (14,298)  3,335   (204)  77,311   (12,472)  80,646   (12,676)

Total

 $280,860  $(17,947) $14,515  $(3,846) $295,375  $(21,793) $65,182  $(498) $231,862  $(17,699) $297,044  $(18,197)

 

1416

 
 

December 31, 2021

  

December 31, 2022

 
 

Less than 12 Months

  

12 Months or Longer

  

Total

  

Less than 12 Months

  

12 Months or Longer

  

Total

 
 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

  

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 
 

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

 

(Amounts in thousands)

                        

U.S. Agency securities

 $  $  $459  $(3) $459  $(3) $1,485  $(15) $  $  $1,485  $(15)

U.S. Treasury Notes

 157,264 (4,353)   157,264 (4,353)

Municipal securities

 12,347 (192)   12,347 (192)

Corporate notes

 9,919  (16)     9,919  (16) 32,368  (2,172) 2,489  (17) 34,857  (2,189)

Agency mortgage-backed securities

  14,092   (253)  8,384   (420)  22,476   (673)  64,993   (8,824)  18,305   (4,225)  83,298   (13,049)

Total

 $24,011  $(269) $8,843  $(423) $32,854  $(692) $268,457  $(15,556) $20,794  $(4,242) $289,251  $(19,798)

 

There were 136129 individual debt securities in an unrealized loss position as of SeptemberJune 30, 20222023, and the combined depreciation in value represented 7.27%5.79% of the debt securities portfolio. There were 23113 individual debt securities in an unrealized loss position as of December 31, 20212022, and their combined depreciation in value represented 0.91%6.59% of  the debt securities portfolio.  The decline in the market value of debt securities available for sale from December 31, 2021, is primarily attributable to the increasing rate environment throughout 2022.

 

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments.  All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United State Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities available for sale in an unrealized loss position as of SeptemberJune 30, 20222023, continue to perform as scheduled and we do not believe that there is a credit loss or that a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. See Note 1 – Basis of Presentation for further discussion.

 

Management continues to monitor all of our securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of its securities may be sold or would require a charge to earnings as a provision for credit losses in such periods.

 

There were noApproximately $38.98 million in securities available for sale have been sold in the firstsix months of 2023.  Included in the sale of securities was the entire portfolio of Surrey with an acquired fair value of $20.93 million comprised primarily of U. S. Treasury Notes.  A loss of $28 thousand was recognized in the sale of the portfolio. The following table presents gross realized gains and losses from the sale of available-for-sale debt securities for the three and nine months ended September 30, 2022 and 2021.periods indicated:

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2023

  

2022

  

2023

  

2022

 

(Amounts in thousands)

                

Gross realized gains

 $-  $-  $7  $- 

Gross realized losses

  (28)  -   (28)  - 

Net Gain (Loss) on sale of securities

 $(28) $-  $(21) $- 

 

The carrying amount of securities pledged for various purposes totaled $27.82 $37.88million as of SeptemberJune 30, 20222023, and $22.15 million$22.43million as of December 31, 20212022.

 

 

Note 4. Loans

 

The Company groups loans held for investment into three segments (commercial loans, consumer real estate loans, and consumer and other loans) with each segment divided into various classes. Customer overdrafts reclassified as loans totaled $1.29$1.59 million as of SeptemberJune 30, 20222023, and $1.65$1.80 million  as of December 31, 20212022. Deferred loan fees, net of loan costs, totaled $4.11$7.98 million as of SeptemberJune 30, 20222023, and $5.06$8.81 million  as of December 31, 20212022For information about off-balance sheet financing, see Note 15, “Litigation, Commitments, and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

 

In accordance with the adoption of ASU 2016-13, the table below reflects the loan portfolio at the amortized cost basis to include net deferred loan fees of $4.11$7.98 million and $5.06$8.81 million and unamortized discount related to loans acquired of $4.11$16.95 million and $5.41 million$3.80 million for SeptemberJune 30, 20222023, and December 31, 20212022, respectively.  Accrued interest receivable (AIR) of $7.28$8.91 million as of SeptemberJune 30, 20222023, and $7.54$7.94 million  as of December 31, 20212022, is accounted for separately and reported in Interest Receivable on the Consolidated Balance Sheet.

 

1517

 
  

September 30, 2022

  

December 31, 2021

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

 

Loans held for investment

                

Commercial loans

                

Construction, development, and other land

 $109,104   4.62% $65,806   3.04%

Commercial and industrial

  148,024   6.26%  133,630   6.17%

Multi-family residential

  135,489   5.73%  100,402   4.64%

Single family non-owner occupied

  196,133   8.30%  198,778   9.18%

Non-farm, non-residential

  777,350   32.90%  707,506   32.67%

Agricultural

  10,537   0.45%  9,341   0.43%

Farmland

  12,127   0.51%  15,013   0.69%

Total commercial loans

  1,388,764   58.77%  1,230,476   56.82%

Consumer real estate loans

                

Home equity lines

  77,424   3.28%  79,857   3.69%

Single family owner occupied

  726,780   30.76%  703,864   32.50%

Owner occupied construction

  14,602   0.62%  16,910   0.78%

Total consumer real estate loans

  818,806   34.66%  800,631   36.97%

Consumer and other loans

                

Consumer loans

  151,022   6.39%  129,794   5.99%

Other

  4,141   0.18%  4,668   0.22%

Total consumer and other loans

  155,163   6.57%  134,462   6.21%

Total loans held for investment, net of unearned income

 $2,362,733   100.00% $2,165,569   100.00%

The Company began participating as a Small Business Administration Paycheck Protection Program lender during the second quarter of 2020. At September 30, 2022, there was no remaining balance of PPP loans, compared to $20.64 million at December 31, 2021, which were included in commercial and industrial loan balances. There were no remaining net deferred loan origination fees related to the PPP loans, net of deferred loan origination costs, at September 30, 2022.  At December 31, 2021, the amount of net deferred loan origination fees related to PPP loans was $733 thousand.   During the third quarter of 2022, the Company recorded amortization of net deferred loan origination fees of $80 thousand on PPP loans and recorded $734 thousand in amortization for the nine month period of 2022 . The Company recorded amortization of net deferred loan origination fees on PPP loans of $708 thousand and $2.24 million in amortization for the same periods, respectively, for 2021

  

June 30, 2023

  

December 31, 2022

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

 

Loans held for investment

                

Commercial loans

                

Construction, development, and other land

 $112,213   4.28% $117,174   4.88%

Commercial and industrial

  214,962   8.20%  150,428   6.27%

Multi-family residential

  164,017   6.26%  148,026   6.17%

Single family non-owner occupied

  228,363   8.71%  206,121   8.59%

Non-farm, non-residential

  904,777   34.52%  787,703   32.82%

Agricultural

  22,106   0.84%  12,032   0.50%

Farmland

  15,822   0.60%  11,779   0.49%

Total commercial loans

  1,662,260   63.41%  1,433,263   59.72%

Consumer real estate loans

                

Home equity lines

  89,701   3.42%  75,642   3.15%

Single family owner occupied

  722,769   27.58%  734,540   30.61%

Owner occupied construction

  11,198   0.43%  10,366   0.43%

Total consumer real estate loans

  823,668   31.43%  820,548   34.19%

Consumer and other loans

                

Consumer loans

  133,559   5.10%  144,582   6.02%

Other

  1,586   0.06%  1,804   0.07%

Total consumer and other loans

  135,145   5.16%  146,386   6.09%

Total loans held for investment, net of unearned income

 $2,621,073   100.00% $2,400,197   100.00%

  

1618

   
 

Note 5. Credit Quality

 

The Company uses a risk grading matrix to assign a risk grade to each loan in its portfolio. Loan risk ratings may be upgraded or downgraded to reflect current information identified during the loan review process. The general characteristics of each risk grade are as follows:

 

Pass -- This grade is assigned to loans with acceptable credit quality and risk. The Company further segments this grade based on borrower characteristics that include capital strength, earnings stability, liquidity, leverage, and industry conditions.

 

Special Mention -- This grade is assigned to loans that require an above average degree of supervision and attention. These loans have the characteristics of an asset with acceptable credit quality and risk; however, adverse economic or financial conditions exist that create potential weaknesses deserving of management’s close attention. If potential weaknesses are not corrected, the prospect of repayment may worsen.

 

Substandard -- This grade is assigned to loans that have well defined weaknesses that may make payment default, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondary repayment sources, or events outside the normal course of business to meet repayment terms.

 

Doubtful -- This grade is assigned to loans that have the weaknesses inherent in substandard loans; however, the weaknesses are so severe that collection or liquidation in full is unlikely based on current facts, conditions, and values. Due to certain specific pending factors, the amount of loss cannot yet be determined.

 

Loss -- This grade is assigned to loans that will be charged off or charged down when payments, including the timing and value of payments, are uncertain. This risk grade does not imply that the asset has no recovery or salvage value, but simply means that it is not practical or desirable to defer writing off, either all or a portion of, the loan balance even though partial recovery may be realized in the future.

 

The following table presents the recorded investment of the loan portfolio, by loan class and credit quality, as of the dates indicated:

 

 

September 30, 2022

  

June 30, 2023

 
    

Special

                

Special

            

(Amounts in thousands)

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

  

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

 

Commercial loans

  

Construction, development, and other land

 $107,937  $757  $410  $-  $-  $109,104  $111,532  $281  $400  $-  $-  $112,213 

Commercial and industrial

 145,064  1,084  1,876  -  -  148,024  209,472  2,244  2,021  1,225  -  214,962 

Multi-family residential

 130,970  4,081  438  -  -  135,489  160,317  3,502  198  -  -  164,017 

Single family non-owner occupied

 185,415  2,358  8,360  -  -  196,133  218,324  2,245  7,794  -  -  228,363 

Non-farm, non-residential

 749,705  16,206  11,439  -  -  777,350  875,138  18,850  10,789  -  -  904,777 

Agricultural

 10,324  51  162  -  -  10,537  17,038  3,645  1,423  -  -  22,106 

Farmland

 9,909  589  1,629  -  -  12,127  14,012  514  1,296  -  -  15,822 

Consumer real estate loans

  

Home equity lines

 74,067  430  2,927  -  -  77,424  86,530  691  2,480  -  -  89,701 

Single family owner occupied

 697,976  2,022  26,782  -  -  726,780  695,594  2,435  24,716  24  -  722,769 

Owner occupied construction

 14,438  -  164  -  -  14,602  11,039  -  159  -  -  11,198 

Consumer and other loans

  

Consumer loans

 148,436  10  2,576  -  -  151,022  131,003  10  2,546  -  -  133,559 

Other

  4,141   -   -   -   -   4,141   1,586   -   -   -   -   1,586 

Total loans

 $2,278,382  $27,588  $56,763  $-  $-  $2,362,733  $2,531,585  $34,417  $53,822  $1,249  $-  $2,621,073 

 

 

December 31, 2021

  

December 31, 2022

 
    

Special

                

Special

            

(Amounts in thousands)

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

  

Pass

  

Mention

  

Substandard

  

Doubtful

  

Loss

  

Total

 
  

Commercial loans

  

Construction, development, and other land

 $64,498  $451  $857  $-  $-  $65,806  $115,972  $853  $349  $-  $-  $117,174 

Commercial and industrial

 128,770  1,005  3,855  -  -  133,630  147,543  920  1,965  -  -  150,428 

Multi-family residential

 98,457  1,090  855  -  -  100,402  143,859  3,946  221  -  -  148,026 

Single family non-owner occupied

 186,184  3,607  8,977  10  -  198,778  195,775  2,303  8,043  -  -  206,121 

Non-farm, non-residential

 665,559  25,624  16,323  -  -  707,506  761,154  14,903  11,646  -  -  787,703 

Agricultural

 8,758  70  513  -  -  9,341  11,722  47  263  -  -  12,032 

Farmland

 11,939  633  2,441  -  -  15,013  9,868  573  1,338  -  -  11,779 

Consumer real estate loans

  

Home equity lines

 76,259  426  3,172  -  -  79,857  72,927  288  2,427  -  -  75,642 

Single family owner occupied

 671,459  2,420  29,985  -  -  703,864  706,952  1,958  25,630  -  -  734,540 

Owner occupied construction

 16,629  -  281  -  -  16,910  10,204  -  162  -  -  10,366 

Consumer and other loans

  

Consumer loans

 127,514  16  2,264  -  -  129,794  141,551  11  3,020  -  -  144,582 

Other

  4,668   -   -   -   -   4,668   1,804   -   -   -   -   1,804 

Total loans

 $2,060,694  $35,342  $69,523  $10  $-  $2,165,569  $2,319,331  $25,802  $55,064  $-  $-  $2,400,197 

 

1719

 

The following tables present the amortized cost basis and current period gross write-offs of the loan portfolio, by year of origination, loan class, and credit quality, as of the date indicated:

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at September 30, 2022

 

2022

  

2021

  

2020

  

2019

  

2018

  

Prior

  

Revolving

  

Total

 

Construction, development and other land

                                

Pass

 $39,902  $45,588  $8,631  $3,144  $2,724  $7,594  $354  $107,937 

Special Mention

  -   156   -   -   102   463   36   757 

Substandard

  -   -   362   36   12   -   -   410 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total construction, development, and other land

 $39,902  $45,744  $8,993  $3,180  $2,838  $8,057  $390  $109,104 

Commercial and industrial

                                

Pass

 $60,771  $26,011  $13,335  $8,824  $9,815  $9,764  $16,544  $145,064 

Special Mention

  234   22   28   524   179   -   97   1,084 

Substandard

  147   122   122   425   212   330   518   1,876 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total commercial and industrial

 $61,152  $26,155  $13,485  $9,773  $10,206  $10,094  $17,159  $148,024 

Multi-family residential

                                

Pass

 $40,595  $15,211  $26,878  $3,757  $1,788  $41,807  $934  $130,970 

Special Mention

  -   -   -   -   -   4,081   -   4,081 

Substandard

  -   -   -   -   -   438   -   438 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -  ��-   - 

Total multi-family residential

 $40,595  $15,211  $26,878  $3,757  $1,788  $46,326  $934  $135,489 

Non-farm, non-residential

                                

Pass

 $183,767  $145,439  $122,934  $53,060  $37,644  $192,843  $14,018  $749,705 

Special Mention

  -   1,946   860   1,205   2,756   9,289   150   16,206 

Substandard

  -   1,130   682   2,762   714   5,924   227   11,439 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total non-farm, non-residential

 $183,767  $148,515  $124,476  $57,027  $41,114  $208,056  $14,395  $777,350 

Agricultural

                                

Pass

 $4,071  $3,447  $1,158  $469  $364  $382  $433  $10,324 

Special Mention

  -   35   16   -   -   -   -   51 

Substandard

  -   38   3   75   30   16   -   162 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total agricultural

 $4,071  $3,520  $1,177  $544  $394  $398  $433  $10,537 

Farmland

                                

Pass

 $217  $720  $814  $77  $885  $5,662  $1,534  $9,909 

Special Mention

  -   110   -   -   227   252   -   589 

Substandard

  -   -   13   -   256   1,360   -   1,629 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total farmland

 $217  $830  $827  $77  $1,368  $7,274  $1,534  $12,127 

18

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at September 30, 2022

 

2022

  

2021

  

2020

  

2019

  

2018

  

Prior

  

Revolving

  

Total

 

Home equity lines

                                

Pass

 $967  $100  $76  $-  $77  $-  $72,847  $74,067 

Special Mention

  -   -   -   -   -   -   430   430 

Substandard

  -   -   28   36   205   1,207   1,451   2,927 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total home equity lines

 $967  $100  $104  $36  $282  $1,207  $74,728  $77,424 

Single family Mortgage

                                

Pass

 $124,170  $233,991  $208,988  $51,754  $38,014  $225,285  $1,189  $883,391 

Special Mention

  -   380   91   367   264   3,278   -   4,380 

Substandard

  378   1,090   708   1,164   2,143   29,659   -   35,142 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total single family owner and non-owner occupied

 $124,548  $235,461  $209,787  $53,285  $40,421  $258,222  $1,189  $922,913 

Owner occupied construction

                                

Pass

 $5,224  $8,686  $-  $23  $13  $492  $-  $14,438 

Special Mention

  -   -   -   -   -   -   -   - 

Substandard

  -   -   -   162   -   2   -   164 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total owner occupied construction

 $5,224  $8,686  $-  $185  $13  $494  $-  $14,602 

Consumer loans

                                

Pass

 $67,539  $43,169  $18,776  $9,514  $3,176  $8,178  $2,225  $152,577 

Special Mention

  -   3   -   6   -   -   1   10 

Substandard

  423   892   556   443   46   137   79   2,576 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total consumer loans

 $67,962  $44,064  $19,332  $9,963  $3,222  $8,315  $2,305  $155,163 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at September 30, 2022

 

2022

  

2021

  

2020

  

2019

  

2018

  

Prior

  

Revolving

  

Total

 

Total Loans

                                

Pass

 $527,223  $522,362  $401,590  $130,622  $94,500  $492,007  $110,078  $2,278,382 

Special Mention

  234   2,652   995   2,102   3,528   17,363   714   27,588 

Substandard

  948   3,272   2,474   5,103   3,618   39,073   2,275   56,763 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total loans

 $528,405  $528,286  $405,059  $137,827  $101,646  $548,443  $113,067  $2,362,733 

19

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2021

 

2021

  

2020

  

2019

  

2018

  

2017

  

Prior

  

Revolving

  

Total

 

Construction, development

                                

and other land

                                

Pass

 $40,207  $10,127  $3,081  $3,704  $1,308  $5,717  $354  $64,498 

Special Mention

  -   266   -   128   -   21   36   451 

Substandard

  -   -   128   11   291   427   -   857 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total construction, development, and other land

 $40,207  $10,393  $3,209  $3,843  $1,599  $6,165  $390  $65,806 

Commercial and industrial

                                

Pass

 $34,539  $18,887  $13,679  $13,772  $4,817  $5,890  $16,544  $108,128 

Special Mention

  32   60   597   192   28   -   96   1,005 

Substandard

  184   355   706   384   842   866   518   3,855 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total commercial and industrial

 $34,755  $19,302  $14,982  $14,348  $5,687  $6,756  $17,158  $112,988 

Paycheck Protection Loans

                                

Pass

 $16,482  $4,160  $-  $-  $-  $-  $-  $20,642 

Special Mention

  -   -   -   -   -   -   -   - 

Substandard

  -   -   -   -   -   -   -   - 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total Paycheck Protection Loans

 $16,482  $4,160  $-  $-  $-  $-  $-  $20,642 

Multi-family residential

                                

Pass

 $11,307  $24,299  $4,644  $1,897  $8,413  $46,962  $935  $98,457 

Special Mention

  -   -   -   -   -   1,090   -   1,090 

Substandard

  -   -   -   -   -   855   -   855 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total multi-family residential

 $11,307  $24,299  $4,644  $1,897  $8,413  $48,907  $935  $100,402 

Non-farm, non-residential

                                

Pass

 $147,978  $146,381  $62,651  $50,943  $43,776  $199,812  $14,018  $665,559 

Special Mention

  397   3,334   823   2,595   9,190   9,135   150   25,624 

Substandard

  1,161   711   2,508   2,531   3,232   5,953   227   16,323 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total non-farm, non-residential

 $149,536  $150,426  $65,982  $56,069  $56,198  $214,900  $14,395  $707,506 

Agricultural

                                

Pass

 $4,564  $1,548  $998  $534  $346  $335  $433  $8,758 

Special Mention

  43   27   -   -   -   -   -   70 

Substandard

  44   11   282   39   17   120   -   513 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total agricultural

 $4,651  $1,586  $1,280  $573  $363  $455  $433  $9,341 

Farmland

                                

Pass

 $428  $1,047  $82  $1,125  $887  $6,835  $1,535  $11,939 

Special Mention

  189   -   -   240   5   199   -   633 

Substandard

  -   14   519   249   264   1,395   -   2,441 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total farmland

 $617  $1,061  $601  $1,614  $1,156  $8,429  $1,535  $15,013 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at June 30, 2023

 

2023

  

2022

  

2021

  

2020

  

2019

  

Prior

  

Revolving

  

Total

 

Construction, development and other land

                                

Pass

 $4,314  $63,451  $28,700  $4,329  $2,942  $5,629  $2,167  $111,532 

Special Mention

  -   -   -   204   -   77   -   281 

Substandard

  -   -   -   -   188   212   -   400 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total construction, development, and other land

 $4,314  $63,451  $28,700  $4,533  $3,130  $5,918  $2,167  $112,213 

Current period gross write-offs

 $-  $-  $-  $-  $13  $-  $-  $13 

Commercial and industrial

                                

Pass

 $26,362  $72,027  $24,102  $14,600  $7,801  $16,084  $48,496  $209,472 

Special Mention

  -   486   239   12   418   837   252   2,244 

Substandard

  -   464   172   100   586   699   -   2,021 

Doubtful

  -   1,225   -   -   -   -   -   1,225 

Loss

  -   -   -   -   -   -   -   - 

Total commercial and industrial

 $26,362  $74,202  $24,513  $14,712  $8,805  $17,620  $48,748  $214,962 

Current period gross write-offs

 $-  $56  $91  $37  $32  $-  $-  $216 

Multi-family residential

                                

Pass

 $1,293  $50,442  $30,672  $30,959  $3,660  $41,016  $2,275  $160,317 

Special Mention

  -   -   -   -   -   3,502   -   3,502 

Substandard

  -   -   -   -   -   198   -   198 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total multi-family residential

 $1,293  $50,442  $30,672  $30,959  $3,660  $44,716  $2,275  $164,017 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

Non-farm, non-residential

                                

Pass

 $51,766  $241,912  $154,930  $121,650  $56,542  $235,998  $12,340  $875,138 

Special Mention

  65   592   3,506   1,066   158   13,463   -   18,850 

Substandard

  -   244   1,099   531   3,264   5,419   232   10,789 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total non-farm, non-residential

 $51,831  $242,748  $159,535  $123,247  $59,964  $254,880  $12,572  $904,777 

Current period gross write-offs

 $-  $8  $-  $-  $-  $2  $-  $10 

Agricultural

                                

Pass

 $3,641  $5,308  $2,906  $872  $769  $2,889  $653  $17,038 

Special Mention

  -   295   225   11   103   3,011   -   3,645 

Substandard

  -   -   32   9   1,372   10   -   1,423 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total agricultural

 $3,641  $5,603  $3,163  $892  $2,244  $5,910  $653  $22,106 

Current period gross write-offs

 $-  $59  $-  $-  $-  $8  $-  $67 

Farmland

                                

Pass

 $519  $1,647  $1,682  $972  $787  $7,442  $963  $14,012 

Special Mention

  -   -   107   11   -   396   -   514 

Substandard

  -   -   -   11   -   1,285   -   1,296 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total farmland

 $519  $1,647  $1,789  $994  $787  $9,123  $963  $15,822 

Current period gross write-offs

 $-  $-  $-  $-  $-  $-  $-  $- 

 

20

  

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

          

Term Loans Amortized Cost Basis by Origination Year

       

Balance at December 31, 2021

 

2021

  

2020

  

2019

  

2018

  

2017

  

Prior

  

Revolving

  

Total

 

Balance at June 30, 2023

 

2023

  

2022

  

2021

  

2020

  

2019

  

Prior

  

Revolving

  

Total

 

Home equity lines

                  

Pass

 $115  $59  $-  $25  $2  $2,168  $73,890  $76,259  $81  $929  $123  $143  $70  $4,517  $80,667  $86,530 

Special Mention

 -  -  -  -  -  -  426  426  -  -  -  -  -  40  651  691 

Substandard

 -  -  28  249  128  1,316  1,451  3,172  -  12  -  27  35  1,380  1,026  2,480 

Doubtful

 -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 

Loss

  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Total home equity lines

 $115  $59  $28  $274  $130  $3,484  $75,767  $79,857  $81  $941  $123  $170  $105  $5,937  $82,344  $89,701 

Current period gross write-offs

 $- $- $- $- $- $154 $- $154 

Single family Mortgage

                  

Pass

 $239,917  $225,294  $61,925  $46,716  $41,757  $240,845  $1,189  $857,643  $30,711  $168,262  $231,284  $200,710  $47,925  $234,597  $429  $913,918 

Special Mention

 399  510  937  269  137  3,775  -  6,027  -  -  485  97  109  3,989  -  4,680 

Substandard

 1,213  799  1,475  1,668  1,878  31,929  -  38,962  107  453  1,307  1,207  1,202  28,234  -  32,510 

Doubtful

 -  -  -  -  -  10  -  10  -  -  -  -  -  24  -  24 

Loss

  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Total single family owner and non-owner occupied

 $241,529  $226,603  $64,337  $48,653  $43,772  $276,559  $1,189  $902,642  $30,818  $168,715  $233,076  $202,014  $49,236  $266,844  $429  $951,132 

Current period gross write-offs

 $- $- $47 $- $- $122 $- $169 

Owner occupied construction

                  

Pass

 $9,689  $4,729  $178  $22  $428  $1,583  $-  $16,629  $946  $7,487  $2,161  $-  $32  $413  $-  $11,039 

Special Mention

 -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 

Substandard

 -  -  -  -  -  281  -  281  -  -  -  157  -  2  -  159 

Doubtful

 -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 

Loss

  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Total owner occupied construction

 $9,689  $4,729  $178  $22  $428  $1,864  $-  $16,910  $946  $7,487  $2,161  $157  $32  $415  $-  $11,198 

Current period gross write-offs

 $- $- $- $- $- $- $- $- 

Consumer loans

                  

Pass

 $65,018  $31,065  $16,548  $4,980  $2,306  $10,040  $2,225  $132,182  $21,611  $56,667  $28,172  $11,166  $5,037  $1,649  $8,287  $132,589 

Special Mention

 -  -  16  -  -  -  -  16  -  -  4  -  4  1  1  10 

Substandard

 328  663  824  107  78  186  78  2,264  28  978  663  338  275  203  61  2,546 

Doubtful

 -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 

Loss

  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Total consumer loans

 $65,346  $31,728  $17,388  $5,087  $2,384  $10,226  $2,303  $134,462  $21,639  $57,645  $28,839  $11,504  $5,316  $1,853  $8,349  $135,145 

Current period gross write-offs

 $423 $1,722 $1,241 $309 $130 $20 $89 $3,934 

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

          

Term Loans Amortized Cost Basis by Origination Year

      

Balance at December 31, 2021

 

2021

  

2020

  

2019

  

2018

  

2017

  

Prior

  

Revolving

  

Total

 

Balance at June 30, 2023

 

2023

  

2022

  

2021

  

2020

  

2019

  

Prior

  

Revolving

  

Total

 

Total Loans

                                  

Pass

 $570,244  $467,596  $163,786  $123,718  $104,040  $520,187  $111,123  $2,060,694  $141,244  $668,132  $504,732  $385,401  $125,565  $550,234  $156,277  $2,531,585 

Special Mention

 1,060  4,197  2,373  3,424  9,360  14,220  708  35,342  65  1,373  4,566  1,401  792  25,316  904  34,417 

Substandard

 2,930  2,553  6,470  5,238  6,730  43,328  2,274  69,523  135  2,151  3,273  2,380  6,922  37,642  1,319  53,822 

Doubtful

 -  -  -  -  -  10  -  10  -  1,225  -  -  -  24  -  1,249 

Loss

  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Total loans

 $574,234  $474,346  $172,629  $132,380  $120,130  $577,745  $114,105  $2,165,569  $141,444  $672,881  $512,571  $389,182  $133,279  $613,216  $158,500  $2,621,073 

Current period gross write-offs

 $423 $1,845 $1,379 $346 $175 $306 $89 $4,563 

 

21

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2022

 

2022

  

2021

  

2020

  

2019

  

2018

  

Prior

  

Revolving

  

Total

 

Construction, development

                                

and other land

                                

Pass

 $58,770  $39,995  $4,602  $3,050  $2,485  $5,608  $1,462  $115,972 

Special Mention

  -   225   -   -   94   534   -   853 

Substandard

  -   -   267   71   11   -   -   349 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total construction, development, and other land

 $58,770  $40,220  $4,869  $3,121  $2,590  $6,142  $1,462  $117,174 

Commercial and industrial

                                

Pass

 $69,678  $23,746  $12,047  $7,729  $9,121  $8,890  $16,332  $147,543 

Special Mention

  227   20   21   367   185   1   99   920 

Substandard

  130   112   114   620   192   797   -   1,965 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total commercial and industrial

 $70,035  $23,878  $12,182  $8,716  $9,498  $9,688  $16,431  $150,428 

Multi-family residential

                                

Pass

 $45,261  $20,881  $31,087  $3,733  $1,328  $41,063  $506  $143,859 

Special Mention

  -   -   -   -   -   3,946   -   3,946 

Substandard

  -   -   -   -   -   221   -   221 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total multi-family residential

 $45,261  $20,881  $31,087  $3,733  $1,328  $45,230  $506  $148,026 

Non-farm, non-residential

                                

Pass

 $218,595  $145,675  $114,840  $52,575  $35,564  $185,448  $8,457  $761,154 

Special Mention

  -   1,927   852   1,193   2,708   8,076   147   14,903 

Substandard

  -   1,267   675   2,509   1,531   5,664   -   11,646 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total non-farm, non-residential

 $218,595  $148,869  $116,367  $56,277  $39,803  $199,188  $8,604  $787,703 

Agricultural

                                

Pass

 $6,244  $3,225  $1,003  $376  $154  $214  $506  $11,722 

Special Mention

  -   33   14   -   -   -   -   47 

Substandard

  124   37   1   66   24   11   -   263 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total agricultural

 $6,368  $3,295  $1,018  $442  $178  $225  $506  $12,032 

Farmland

                                

Pass

 $646  $713  $796  $77  $869  $6,150  $617  $9,868 

Special Mention

  -   109   -   -   222   242   -   573 

Substandard

  -   -   12   -   253   1,073   -   1,338 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total farmland

 $646  $822  $808  $77  $1,344  $7,465  $617  $11,779 

22

 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2022

 

2022

  

2021

  

2020

  

2019

  

2018

  

Prior

  

Revolving

  

Total

 

Home equity lines

                                

Pass

 $1,960  $198  $241  $-  $24  $7,429  $63,075  $72,927 

Special Mention

  -   -   -   -   -   117   171   288 

Substandard

  -   -   27   35   114   1,253   998   2,427 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total home equity lines

 $1,960  $198  $268  $35  $138  $8,799  $64,244  $75,642 

Single family Mortgage

                                

Pass

 $157,890  $237,363  $207,480  $48,795  $36,678  $214,148  $373  $902,727 

Special Mention

  -   376   90   363   262   3,170   -   4,261 

Substandard

  461   1,196   740   1,217   1,991   28,068   -   33,673 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total single family owner and non-owner occupied

 $158,351  $238,935  $208,310  $50,375  $38,931  $245,386  $373  $940,661 

Owner occupied construction

                                

Pass

 $6,357  $3,344  $-  $23  $11  $469  $-  $10,204 

Special Mention

  -   -   -   -   -   -   -   - 

Substandard

  -   -   162   -   -   -   -   162 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total owner occupied construction

 $6,357  $3,344  $162  $23  $11  $469  $-  $10,366 

Consumer loans

                                

Pass

 $69,579  $37,603  $16,033  $7,640  $2,528  $2,040  $7,932  $143,355 

Special Mention

  -   5   -   6   -   -   -   11 

Substandard

  881   1,002   466   416   36   159   60   3,020 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total consumer loans

 $70,460  $38,610  $16,499  $8,062  $2,564  $2,199  $7,992  $146,386 

(Amounts in thousands)

 

Term Loans Amortized Cost Basis by Origination Year

         

Balance at December 31, 2022

 

2022

  

2021

  

2020

  

2019

  

2018

  

Prior

  

Revolving

  

Total

 

Total Loans

                                

Pass

 $634,980  $512,743  $388,129  $123,998  $88,762  $471,459  $99,260  $2,319,331 

Special Mention

  227   2,695   977   1,929   3,471   16,086   417   25,802 

Substandard

  1,596   3,614   2,464   4,934   4,152   37,246   1,058   55,064 

Doubtful

  -   -   -   -   -   -   -   - 

Loss

  -   -   -   -   -   -   -   - 

Total loans

 $636,803  $519,052  $391,570  $130,861  $96,385  $524,791  $100,735  $2,400,197 

23

 

The Company generally places a loan on nonaccrual status when it is 90 days or more past due.  The following table presents nonaccrual loans, by loan class, as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 

(Amounts in thousands)

 

No Allowance

  

With an Allowance

  

Total

  

No Allowance

  

With an Allowance

  

Total

  

No Allowance

  

With an Allowance

  

Total

  

No Allowance

  

With an Allowance

  

Total

 

Commercial loans

  

Construction, development, and other land

 $33  $-  $33  $409  $-  $409  $183  $-  $183  $31  $-  $31 

Commercial and industrial

 265  -  265  1,734  -  1,734  812  1,225  2,037  438  -  438 

Multi-family residential

 396  -  396  208  -  208  198  -  198  220  -  220 

Single family non-owner occupied

 1,320  -  1,320  2,304  -  2,304  991  -  991  984  -  984 

Non-farm, non-residential

 2,273  -  2,273  3,439  1,100  4,539  1,325  -  1,325  1,771  -  1,771 

Agricultural

 18  -  18  136  -  136  1,343  -  1,343  9  -  9 

Farmland

 133  -  133  222  -  222  123  -  123  133  -  133 

Consumer real estate loans

  

Home equity lines

 503  -  503  767  -  767  859  -  859  400  -  400 

Single family owner occupied

 8,416  -  8,416  8,957  -  8,957  8,976  582  9,558  8,228  589  8,817 

Owner occupied construction

 -  -  -  -  -  -  -  -  -  -  -  - 

Consumer and other loans

  

Consumer loans

  1,946   -   1,946   1,492   -   1,492   2,011   -   2,011   2,405   -   2,405 

Total nonaccrual loans

 $15,303  $-  $15,303  $19,668  $1,100  $20,768  $16,821  $1,807  $18,628  $14,619  $589  $15,208 

 

During theThere was thirdno quarter of 2022, $1 thousand inmaterial nonaccrual loan interest was recognized compared to $14 thousandin income during the second quarter or for the same period of 2021. During the firstninesix months of both 2023 and  2022  $4 thousand  in nonaccrual loan interest was recognized compared to $38 thousand for the same period of  2021.

 

The following tables presents the aging of past due loans, by loan class, as of the dates indicated. Nonaccrual loans 30 days or more past due are included in the applicable delinquency category: 

 

 September 30, 2022  June 30, 2023 
             Amortized Cost of              Amortized Cost of 
 

30 - 59 Days

 

60 - 89 Days

 

90+ Days

 

Total

 

Current

 

Total

 > 90 Days Accruing  

30 - 59 Days

 

60 - 89 Days

 

90+ Days

 

Total

 

Current

 

Total

 > 90 Days Accruing 

(Amounts in thousands)

 

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

No Allowance

  

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

No Allowance

 
                              

Commercial loans

                              

Construction, development, and other land

 $40  $8  $25  $73  $109,031  $109,104  $-  $-  $7  $23  $30  $112,183  $112,213  $- 

Commercial and industrial

 319  186  45  550  147,474  148,024  -  1,203  150  576  1,929  213,033  214,962  - 

Multi-family residential

 -  -  -  -  135,489  135,489  -  190  -  -  190  163,827  164,017  - 

Single family non-owner occupied

 398  239  335  972  195,161  196,133  -  391  391  109  891  227,472  228,363  - 

Non-farm, non-residential

 780  -  1,377  2,157  775,193  777,350  -  784  73  403  1,260  903,517  904,777  - 

Agricultural

 30  18  11  59  10,478  10,537  -  132  -  1,343  1,475  20,631  22,106  - 

Farmland

 -  -  133  133  11,994  12,127  -  107  -  -  107  15,715  15,822  - 

Consumer real estate loans

                              

Home equity lines

 425  183  309  917  76,507  77,424  -  753  471  678  1,902  87,799  89,701  - 

Single family owner occupied

 4,686  2,057  3,454  10,197  716,583  726,780  -  3,725  2,811  3,821  10,357  712,412  722,769  - 

Owner occupied construction

 -  -  -  -  14,602  14,602  -  196  -  -  196  11,002  11,198  - 

Consumer and other loans

                              

Consumer loans

 3,767  1,616  944  6,327  144,695  151,022  -  3,971  1,195  801  5,967  127,592  133,559  - 

Other

  -   -   -   -   4,141   4,141   -   -   -   -   -   1,586   1,586   - 

Total loans

 $10,445  $4,307  $6,633  $21,385  $2,341,348  $2,362,733  $-  $11,452  $5,098  $7,754  $24,304  $2,596,769  $2,621,073  $- 

 

 

December 31, 2021

  

December 31, 2022

 
                         

Amortized Cost of

                    

Amortized Cost of

 
 

30 - 59 Days

 

60 - 89 Days

 

90+ Days

 

Total

 

Current

 

Total

 

> 90 Days Accruing

  

30 - 59 Days

 

60 - 89 Days

 

90+ Days

 

Total

 

Current

 

Total

 

> 90 Days Accruing

 

(Amounts in thousands)

 

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

No Allowance

  

Past Due

  

Past Due

  

Past Due

  

Past Due

  

Loans

  

Loans

  

No Allowance

 
                              

Commercial loans

                              

Construction, development, and other land

 $52  $-  $120  $172  $65,634  $65,806  $-  $393  $8  $23  $424  $116,750  $117,174  $- 

Commercial and industrial

 325  35  1,394  1,754  131,876  133,630  -  756  129  217  1,102  149,326  150,428  - 

Multi-family residential

 97  -  -  97  100,305  100,402  -  -  -  83  83  147,943  148,026  - 

Single family non-owner occupied

 1,210  583  795  2,588  196,190  198,778  -  990  122  299  1,411  204,710  206,121  - 

Non-farm, non-residential

 1,002  441  2,333  3,776  703,730  707,506  -  646  52  548  1,246  786,457  787,703  - 

Agricultural

 73  7  101  181  9,160  9,341  -  36  135  9  180  11,852  12,032  - 

Farmland

 52  -  222  274  14,739  15,013  -  -  -  133  133  11,646  11,779  - 

Consumer real estate loans

                              

Home equity lines

 275  388  333  996  78,861  79,857  -  519  115  262  896  74,746  75,642  - 

Single family owner occupied

 4,740  2,584  3,880  11,204  692,660  703,864  -  5,951  2,322  3,166  11,439  723,101  734,540  - 

Owner occupied construction

 139  -  -  139  16,771  16,910  -  -  -  -  -  10,366  10,366  - 

Consumer and other loans

                              

Consumer loans

 3,469  1,182  1,049  5,700  124,094  129,794  -  4,282  1,960  1,459  7,701  136,881  144,582  - 

Other

  -   -   -   -   4,668   4,668   -   -   -   -   -   1,804   1,804   - 

Total loans

 $11,434  $5,220  $10,227  $26,881  $2,138,688  $2,165,569  $-  $13,573  $4,843  $6,199  $24,615  $2,375,582  $2,400,197  $- 

 

2224

 

ASC 326 prescribes that when an entity determines foreclosure is probable, the expected credit loss is required tocan be measured based on the fair value of the collateral. As a practical expedient, an entity may use the fair value as of the reporting date when recording the net carrying amount of the asset. For the collateral dependent asset ("CDA") a credit loss expense is recorded for loan amounts in excess of fair value of the collateral.  The table below summarizes collateral dependent loans, where foreclosure is probable, by type of collateral, and the extent to which they are collateralized during the period.  As of September 30, 2022, there were no collateral dependent loans.

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 

(Amounts in thousands)

 

Balance

  

Collateral Coverage

  

%

  

Balance

  

Collateral Coverage

  

%

  

Balance

  

Collateral Coverage

  

%

  

Balance

  

Collateral Coverage

  

%

 

Commercial Real Estate

  

Hotel

 $-  $-  -  $-  $-  -  $-  $-  -  $-  $-  - 

Office

 -  -  -  -  -  -  -  -  -  -  -  - 

Other

 - - - 2,216 2,312 104.33% - - - - - - 

Retail

 -  -  -  -  -  -  -  -  -  -  -  - 

Multi-Family

  

Industrial

 -  -  -  -  -  -  -  -  -  -  -  - 

Office

 -  -  -  -  -  -  -  -  -  -  -  - 

Other

 -  -  -  -  -  -  -  -  -  -  -  - 

Commercial and industrial

  

Industrial

 -  -  -  -  -  -  -  -  -  -  -  - 

Other

 -  -  -  -  -  -  1,225  375  30.61% -  -  - 

Home equity loans

 -  -  -  -  -  -  -  -  -  -  -  - 

Consumer owner occupied

 -  -  -  -  -  -  582  582  100.00% 589  574  97.45%

Consumer

  -   -   -   -   -   -   -   -   -   -   -   - 

Total collateral dependent loans

 $- $- - $2,216 $2,312 104.33% $1,807 $957  52.96% $589 $574  97.45%

 

The Company may make concessions in interest rates, loan terms and/or amortization terms when restructuring loans for borrowers experiencing financial difficulty.  Certain TDRsEffective, January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. The amendments eliminated TDR accounting guidance for issuers that adopted ASU 2016-13, created a single loan modification accounting model, and clarified disclosure requirements for loan modifications and write-offs.  Presented below are classifiedthe amortized cost basis and percentage of loan class for loan modifications made to borrowers experiencing financial difficulty by loan class, concession type, and financial effect as nonperforming at the time of restructuring and are returned to performing status after six months of satisfactory payment performance; however, these loans remain identified as impaired until full payment or other satisfaction of the obligation occurs.date indicated:

 

  

Payment Delays

  

Amortized Cost Basis

  

% of Total Class of

  
  

June 30, 2023

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Single family owner occupied

 $404   0.056%

Deferred $6 thousand in principal to maturity

Total

 $404      
          
  

Term Extensions

  

Amortized Cost Basis

  

% of Total Class of

  
  

June 30, 2023

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Consumer

 $8   0.006%

Extended term from 60 to 84 months

Total

 $8      
          
          
  

Principal Forgiveness

  

Amortized Cost Basis

  

% of Total Class of

  
  

June 30, 2023

  

Financing Receivable

 

Financial Effect

          

(Amounts in thousands)

         

Single family owner occupied

 $8   0.001%

Reduced amortized cost basis by $13 thousand

Total

 $8      

The CARES Act included

Upon the Company's determination that a provision allowing banks to not applymodified loan (or portion of a loan) has subsequently been deemed uncollectible, the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020, (or a portion of the loan) is written off.  Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the earlierallowance for credit losses is adjusted by the same amount.  As of  (i) December 31, 2021, June 30, 2023or (ii) 60 days after the end, there were no modified loans (or portions of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Company elected to adopt this provision of the CARES Act.a loan) deemed uncollectible.

 

2325

 

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.  The following table presentsdepicts the performance of loans that have been modified in the last three months:

  

June 30, 2023

 
  

Payment Status (Amortized Cost Basis)

 
  

Current

  

30-89 Days Past Due

  

90+ Days Past Due

 
             

(Amounts in thousands)

            

Single family owner occupied

 $634  $-  $- 

Consumer

  8   -   - 

Total

 $642  $-  $- 

The Company did not retroactively adopt ASU 2022-02January 1, 2023; as such the periods are not comparable.  Prior to the adoption of ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures below is the presentation of loans modified as TDRs, by loan class and accrual status, as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

December 31, 2022

 

(Amounts in thousands)

 

Nonaccrual(1)

  

Accruing

  

Total

  

Nonaccrual(1)

  

Accruing

  

Total

  

Nonaccrual(1)

  

Accruing

  

Total

 

Commercial loans

              

Commercial and industrial

 $-  $409  $409  $396  $470  $866  $-  $374  $374 

Single family non-owner occupied

 147  844  991  857  1,100  1,957  142  838  980 

Non-farm, non-residential

 -  766  766  -  2,021  2,021  -  747  747 

Consumer real estate loans

              

Home equity lines

 -  59  59  -  67  67  -  55  55 

Single family owner occupied

 1,328  4,925  6,253  1,266  4,755  6,021  1,182  5,073  6,255 

Owner occupied construction

 -  -  -  -  212  212  -  -  - 

Consumer and other loans

              

Consumer loans

  -   25   25   -   27   27   -   25   25 

Total TDRs

 $1,475  $7,028  $8,503  $2,519  $8,652  $11,171  $1,324  $7,112  $8,436 
  

Allowance for credit losses related to TDRs

      $-       $-        $- 

 


(1)

Nonaccrual TDRs are included in total nonaccrual loans disclosed in the nonaccrual table above.

 

The following table presents interest income recognized on TDRs for the periods indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2022

 

(Amounts in thousands)

            

Interest income recognized

 $97  $92  $299  $290  $105  $105 

 

The following tables present loans modified as TDRs, by type of concession made and loan class, that were restructured during the periods indicated:

 

 

Three Months Ended September 30,

  

Three Months Ended June 30,

 
 

2022

  

2021

  

2022

 

(Amounts in thousands)

 Total Contracts  

Pre-modification Recorded Investment

  

Post-modification Recorded Investment(1)

  Total Contracts  

Pre-modification Recorded Investment

  

Post-modification Recorded Investment(1)

  

Total Contracts

  Pre-modification Recorded Investment  Post-modification Recorded Investment(1) 

Payment deferral

              

Below market interest rate

 

Single family owner occupied

  1  $94  $72   -   -   -   2  $238  $245 

Total payment deferral

  1  $94  $72   -  $-  $- 

Below market interest rate and extended payment term

              

Single family owner occupied

  - $- $-  2 $302 $283 

Total below market interest rate and extended term

  - $- $-  2 $302 $283 

Total below market interest rate

  2  $238  $245 

Total

  1 $94 $72  2 $302 $283   2  $238  $245 

 


(1)

Represents the loan balance immediately following modification

 

Nine Months Ended September 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2022

 

(Amounts in thousands)

 

Total Contracts

  

Pre-modification Recorded Investment

  

Post-modification Recorded Investment(1)

  

Total Contracts

  

Pre-modification Recorded Investment

  

Post-modification Recorded Investment(1)

  

Total Contracts

  Pre-modification Recorded Investment  Post-modification Recorded Investment(1) 

Below market interest rate

  

Single family owner occupied

  1  $31  $32   -  $-  $-   1  $31  $31 

Total below market interest rate

  1  $31  $32   -   -   -   1   31   31 

Below market interest rate and extended payment term

  

Single family owner occupied

  -  $-  $-   2  $302  $283   2  $238  $245 

Total below market interest rate and extended payment term

 - $- $- 2 $302 $283   2  $238  $245 

Payment deferral

  

Single family owner occupied

 3 $331 $317 - - -  -  -  - 

Non-farm, non-residential

  -   -   -   1   1,390   1,368   -   -   - 

Total payment deferral

  3 $331 $317  1 $1,390 $1,368   -  $-  $- 

Total

  4  $362  $349   3  $1,692  $1,651   3  $269  $276 

 


(1)

Represents the loan balance immediately following modification

 

2426

 

There were noAs of  June 30, 2022, there was one payment defaultsin default in the amount of $39 thousand for loans modified as TDRs restructured within the previous 12 months as of September 30, 2022, and there was one payment default in the amount of $ 1.37 million as of  September 30, 2021 .

months.

 

The following table provides information about other real estate owned (“OREO”), which consists of properties acquired through foreclosure, as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 

(Amounts in thousands)

        

OREO

 $559  $1,015  $339  $703 
  

OREO secured by residential real estate

 $231  $337  $139  $407 

Residential real estate loans in the foreclosure process(1)

 $2,678  $2,210  $2,800  $1,474 

 


(1)

The recorded investment in consumer mortgage loans collateralized by residential real estate that are in the process of foreclosure according to local requirements of the applicable jurisdiction

 

 

Note 6. Allowance for Credit Losses

 

The following tables present the changes in the allowance for credit losses, by loan segment, during the periods indicated:

 

 

Three Months Ended September 30, 2022

  

Three Months Ended June 30, 2023

 
    

Consumer Real

 

Consumer and

 

Total

     

Consumer Real

 

Consumer and

 

Total

 

(Amounts in thousands)

 

Commercial

  

Estate

  

Other

  

Allowance

  

Commercial

  

Estate

  

Other

  

Allowance

 

Total allowance

                        

Beginning balance

 $16,119  $10,049  $3,581  $29,749 

(Recovery of) provision for credit losses charged to operations

 (444) (1,391) 2,520  685 

Balance at beginning of quarter:

         

Allowance for credit losses - loans

 $17,269 $8,995 $4,525 $30,789 

Allowance for credit losses - loan commitments

  786  150  28  964 

Total allowance for credit losses beginning of year

  18,055   9,145   4,553   31,753 

Purchased credit deteriorated -Surrey acquisition

 1,452 529 30 2,011 

Provision for credit losses:

         

Provision for credit losses - loans

 2,349 380 1,376 4,105 

Provision for credit losses - loan commitments

  -   -   -   - 

Total provision for credit losses - loans and loan commitments

 2,349 380 1,376 4,105 

Charge-offs

 (89) (182) (1,887) (2,158) (133) (225) (1,635) (1,993)

Recoveries

  872   77   163   1,112   578   277   410   1,265 

Net recoveries (charge-offs)

  783   (105)  (1,724)  (1,046)  445   52   (1,225)  (728)

Allowance for credit losses - loans

 21,515 9,956 4,706 36,177 

Allowance for credit losses - loan commitments

  786  150  28  964 

Ending balance

 $16,458  $8,553  $4,377  $29,388  $22,301  $10,106  $4,734  $37,141 

 

  

Three Months Ended September 30, 2021

 
      

Consumer Real

  

Consumer and

  

Total

 

(Amounts in thousands)

 

Commercial

  

Estate

  

Other

  

Allowance

 

Total allowance

                

Beginning balance

 $17,704  $11,055  $3,098  $31,857 

(Recovery of) provision for credit losses charged to operations

  (1,504)  (317)  427   (1,394)

Charge-offs

  (407)  (195)  (653)  (1,255)

Recoveries

  285   179   205   669 

Net (charge-offs) recoveries

  (122)  (16)  (448)  (586)

Ending balance

 $16,078  $10,722  $3,077  $29,877 

  

Nine Months Ended September 30, 2022

 
      

Consumer Real

  

Consumer and

  

Total

 

(Amounts in thousands)

 

Commercial

  

Estate

  

Other

  

Allowance

 

Total allowance

                

Beginning balance

 $14,775  $9,972  $3,111  $27,858 

(Recovery of) provision for credit losses charged to operations

  (144)  (1,584)  4,884   3,156 

Charge-offs

  (497)  (276)  (4,156)  (4,929)

Recoveries

  2,324   441   538   3,303 

Net recoveries (charge-offs)

  1,827   165   (3,618)  (1,626)

Ending balance

 $16,458  $8,553  $4,377  $29,388 

 

Nine Months Ended September 30, 2021

  

Three Months Ended June 30, 2022

 
    

Consumer Real

 

Consumer and

 

Total

     

Consumer Real

 

Consumer and

 

Total

 

(Amounts in thousands)

 

Commercial

  

Estate

  

Other

  

Allowance

  

Commercial

  

Estate

  

Other

  

Allowance

 

Total allowance

                

Beginning balance

 $14,661  $8,951  $2,570  $26,182 

Cumulative effect of adoption of ASU 2016-13

 8,360 4,145 602 13,107 

(Recovery of) provision for credit losses charged to operations

 (6,286) (2,845) 1,506  (7,625)

Balance at beginning of quarter:

 

Allowance for credit losses - loans

 $15,896 $9,764 $3,321 $28,981 

Allowance for credit losses - loan commitments

  663  94  19  776 

Total allowance for credit losses beginning of year

  16,559   9,858   3,340   29,757 

Provision for credit losses:

 

Provision for credit losses - loans

 (808) 48 1,270 510 

Provision (recovery of) for credit losses - loan commitments

  191   (6)  (5)  180 

Total provision for credit losses - loans and loan commitments

 (617) 42 1,265 690 

Charge-offs

 (2,366) (253) (2,268) (4,887) (151) (88) (1,230) (1,469)

Recoveries

  1,709   724   667   3,100   1,182   325   220   1,727 

Net (charge-offs) recoveries

  (657)  471   (1,601)  (1,787)

Net recoveries (charge-offs)

  1,031   237   (1,010)  258 

Allowance for credit losses - loans

 16,119 10,049 3,581 29,749 

Allowance for credit losses - loan commitments

  854  88  14  956 

Ending balance

 $16,078  $10,722  $3,077  $29,877  $16,973  $10,137  $3,595  $30,705 

 

2527

 
  

Six Months Ended June 30, 2023

 
      

Consumer Real

  

Consumer and

  

Total

 

(Amounts in thousands)

 

Commercial

  

Estate

  

Other

  

Allowance

 

Total allowance

                

Balance at beginning of year:

                

Allowance for credit losses - loans

 $17,213  $8,931  $4,412  $30,556 

Allowance for credit losses - loan commitments

  1,018   156   22   1,196 

Total allowance for credit losses beginning of year

  18,231   9,087   4,434   31,752 

Purchased credit deteriorated -Surrey acquisition

  1,452   529   30   2,011 

Provision for credit losses:

                

Provision for credit losses - loans

  2,386   483   3,210   6,079 

(Recovery of) provision for credit losses - loan commitments

  (232)  (6)  6   (232)

Total provision for credit losses - loans and loan commitments

  2,154   477   3,216   5,847 

Charge-offs

  (306)  (323)  (3,934)  (4,563)

Recoveries

  770   336   988   2,094 

Net recoveries (charge-offs)

  464   13   (2,946)  (2,469)

Allowance for credit losses - loans

  21,515   9,956   4,706   36,177 

Allowance for credit losses - loan commitments

  786   150   28   964 

Ending balance

 $22,301  $10,106  $4,734  $37,141 

  

Six Months Ended June 30, 2022

 
      

Consumer Real

  

Consumer and

  

Total

 

(Amounts in thousands)

 

Commercial

  

Estate

  

Other

  

Allowance

 

Total allowance

                

Balance at beginning of year:

                

Allowance for credit losses - loans

 $14,775  $9,972  $3,111  $27,858 

Allowance for credit losses - loan commitments

  576   88   14   678 

Total allowance for credit losses beginning of year

  15,351   10,060   3,125   28,536 

Provision for credit losses:

                

Provision for credit losses - loans

  300   (193)  2,364   2,471 

(Recovery of) provision for credit losses - loan commitments

  278   -   -   278 

Total provision for credit losses - loans and loan commitments

  578   (193)  2,364   2,749 

Charge-offs

  (408)  (94)  (2,269)  (2,771)

Recoveries

  1,452   364   375   2,191 

Net recoveries (charge-offs)

  1,044   270   (1,894)  (580)

Allowance for credit losses - loans

  16,119   10,049   3,581   29,749 

Allowance for credit losses - loan commitments

  854   88   14   956 

Ending balance

 $16,973  $10,137  $3,595  $30,705 
 
28

 

Note 7. Deposits

 

The following table presents the components of deposits as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 

(Amounts in thousands)

            

Noninterest-bearing demand deposits

 $878,423  $842,783  $974,995  $872,168 

Interest-bearing deposits:

          

Interest-bearing demand deposits

 658,211  676,254  737,193  679,609 

Money market accounts

 281,435  293,915  289,431  264,734 

Savings deposits

 587,413  561,576  578,292  578,974 

Certificates of deposit

 196,365  237,919  178,279  180,008 

Individual retirement accounts

  108,374   116,944   94,488   103,322 

Total interest-bearing deposits

  1,831,798   1,886,608   1,877,683   1,806,647 

Total deposits

 $2,710,221  $2,729,391  $2,852,678  $2,678,815 

 

Note 8. Leases

 

Operating leases are recorded as a right of use (“ROU”) asset and operating lease liability. The ROU asset is recorded in other assets, while the lease liability is recorded in other liabilities on the condensed balance sheet beginning January 1, 2019, when the Company adopted ASU 2016-02, on a prospective basis. The ROU asset represents the right to use an underlying asset during the lease term and the lease liability represents the obligation to make lease payments arising from the lease. The ROU asset and lease liability have been recognized based on the present value of the lease payments using a discount rate that represented our incremental borrowing rate at the lease commencement date or the date of adoption of ASU 2016-02. The lease expense, which is comprised of the amortization of the ROU asset and the implicit interest accreted on the lease liability, is recognized on a straight-line basis over the lease term, and is recorded in occupancy expense in the condensed statements of income.

The Company’s current operating leases relate to one existing bank branch and one operating lease acquired in a prior bank acquisition.  The acquired operating lease was for vacant land and will terminate in July of 2029.  The Company’s ROU asset was $672 thousand as of September 30, 2022 compared to $741 thousand as of December 31, 2021. The operating lease liability as of September 30, 2022, was $692 thousand compared to $770 thousand as of December 31, 2021. The Company’s total operating leases have remaining terms of  2 - 7  years; compared with 4  months to 7.5  years  as of December 31, 2021. The September 30, 2022 weighted average discount rate of 3.22% did not change from December 31, 2021.

Future minimum lease payments as of the dates indicated are as follows:

Year

 

September 30, 2022

 

(Amounts in thousands)

    

2023

 $119 

2024

  119 

2025

  104 

2026

  101 

2027 and thereafter

  285 

Total lease payments

  728 

Less: Interest

  (36)

Present value of lease liabilities

 $692 

Year

 

December 31, 2021

 

(Amounts in thousands)

    

2022

 $131 

2023

  119 

2024

  117 

2025

  101 

2026 and thereafter

  362 

Total lease payments

  830 

Less: Interest

  (60)

Present value of lease liabilities

 $770 

 

26
29

 

 

Note 98. Borrowings

 

The following table presents the components of borrowings as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 
    

Weighted

    

Weighted

     

Weighted

    

Weighted

 

(Amounts in thousands)

 

Balance

  

Average Rate

  

Balance

  

Average Rate

  

Balance

  

Average Rate

  

Balance

  

Average Rate

 

Retail repurchase agreements

 $1,958  0.07% $1,536  0.07% $1,348  0.06% $1,874  0.07%

 

Repurchase agreements are secured by certain securities that remain under the Company’s control during the terms of the agreements.

 

As of SeptemberJune 30, 20222023, the Company had no long-term borrowings.

 

Unused borrowing capacity with the FHLB totaled $422.61$405.85 million, net of FHLB letters of credit of $126.54$113.99 million, as of SeptemberJune 30, 20222023. As of SeptemberJune 30, 20222023, the Company pledged $736.92maintains $519.83 million in qualifying loans to secure the FHLB borrowing capacity.

 

 

Note 109. Derivative Instruments and Hedging Activities

 

Generally, derivative instruments help the Company manage exposure to market risk and meet customer financing needs. Market risk represents the possibility that fluctuations in external factors such as interest rates, market-driven loan rates, prices, or other economic factors will adversely affect economic value or net interest income.

 

The Company useshas used interest rate swap contracts to modify its exposure to interest rate risk caused by changes in the LIBOR curvebenchmark interest rates in relation to certain designated fixed rate loans.  These instruments are used to convert these fixed rate loans to an effective floating rate. If the LIBOR rateSecured Overnight Financing Rate ("SOFR") plus a spread falls below the loan’s stated fixed rate for a given period, the Company will owe the floating rate payer the notional amount times the difference between LIBORthe floating rate and the stated fixed rate. If LIBORSOFR is above the stated rate for a given period, the Company will receive payments based on the notional amount times the difference between LIBORthe floating rate and the stated fixed rate. In March 2020, the Company adopted ASU 2020-04, "Reference Rate Reform" which provided temporary guidance to ease the potential burden in accounting for reference rate reform. With global capital markets moving away from LIBOR, the guidance provided optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships that reference LIBOR. The migration from LIBOR is not expected to have any material effect on the Company's financial statements when and as changes are made to migrate from the reference rate.

 

Certain of the Company's interest rate swaps qualify as fair value hedging instruments; therefore, fair value changes in the derivative and hedged item attributable to the hedged risk are recognized in earnings in the same period. The fair value hedges were effective as of SeptemberJune 30, 20222023.

 

Through July 2022, the Company had certain interest rate swaps that did not qualify as fair value hedges and the fair value changes in the derivative were recognized in earnings each period.  On July 26, 2022, these swaps were terminated at a cost of $72 thousand.

 

The following table presents the notional, or contractual, amounts and fair values of derivative instruments as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 
 

Notional or

 

Fair Value

 

Notional or

 

Fair Value

  

Notional or

 

Fair Value

 

Notional or

 

Fair Value

 
 

Contractual

 

Derivative

 

Derivative

 

Contractual

 

Derivative

 

Derivative

  

Contractual

 

Derivative

 

Derivative

 

Contractual

 

Derivative

 

Derivative

 

(Amounts in thousands)

 

Amount

  

Assets

  

Liabilities

  

Amount

  

Assets

  

Liabilities

  

Amount

  

Assets

  

Liabilities

  

Amount

  

Assets

  

Liabilities

 

Derivatives designated as hedges

                          

Interest rate swaps

 $4,161  $211  $-  $4,388  $-  $229  $3,773  $204  $-  $3,983  $199  $- 

Derivatives not designated as hedges

             

Interest rate swaps

 $- $- $- $7,890 $- $608 

Total derivatives

 $4,161  $211  $-  $12,278  $-  $837  $3,773  $204  $-  $3,983  $199  $- 

 

The following table presents the effect of derivative and hedging activity, if applicable, on the consolidated statements of income for the periods indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

   

Three Months Ended June 30,

  

Six Months Ended June 30,

  

(Amounts in thousands)

 

2022

  

2021

  

2022

  

2021

 

Income Statement Location

 

2023

  

2022

  

2023

  

2022

 

Income Statement Location

Derivatives designated as hedges

  

Interest rate swaps

 $3  $27  $47  $83 

Interest and fees on loans

 $(26) $19  $(46) $44 

Interest and fees on loans

Derivatives not designated as hedges

  

Interest rate swaps

 $6  $45  $90  $163 

Interest and fees on loans

 $-  $32  $-  $83 

Interest and fees on loans

Total derivative expense

 $9  $72  $137  $246  

Total derivative (income) expense

 $(26) $51  $(46) $127  

  

2730

 
 

Note 1110. Employee Benefit Plans

 

The Company maintains two nonqualified domestic, noncontributory defined benefit plans (the “Benefit Plans”) for key members of senior management and non-management directors. The Company’s unfunded Benefit Plans include the Supplemental Executive Retention Plan ("SERP") and the Directors’ Supplemental Retirement Plan ("Director Plan"). The SERP was frozen near the end of 2021; the Director Plan was fundamentally frozen at that time as well. The following table presents the components of net periodic pension cost and the effect on the consolidated statements of income for the periods indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

   

Three Months Ended June 30,

  

Six Months Ended June 30,

  
 

2022

  

2021

  

2022

  

2021

 

Income Statement Location

 

2023

  

2022

  

2023

  

2022

 

Income Statement Location

(Amounts in thousands)

                  

Service cost

 $-  $88  $-  $264 

Salaries and employee benefits

 $-  $-  $-  $- 

Salaries and employee benefits

Interest cost

 83  78  249  236 

Other expense

 95  83  177  166 

Other expense

Amortization of prior service cost

 -  31  -  92 

Other expense

 -  -  -  - 

Other expense

Amortization of losses

  34   65   101   197 

Other expense

  31   33   63   67 

Other expense

Net periodic cost

 $117  $262  $350  $789   $126  $116  $240  $233  

    

 

Note 1211. Earnings per Share

 

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated: 

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 

(Amounts in thousands, except share and per share data)

                

Net income

 $13,351  $12,608  $34,079  $40,613  $9,814  $11,213  $21,596  $20,728 

Adjust net income for fair value of restricted stock units (tax effected)

 335 - 448 - 

Net income for fully dilutive earnings per common share

 $10,149 $11,213 $22,044 $20,728 
  

Weighted average common shares outstanding, basic

 16,378,022  17,221,244  16,617,766  17,457,477  18,407,078  16,662,817  17,323,706  16,739,624 

Dilutive effect of potential common shares

  

Stock options

 18,975  33,370  16,615  31,094  9,656  13,068  12,938  15,266 

Unvested stock awards

 10,570 24,962 14,681 23,329  -  6,169  6,825  17,123 

Performance restricted stock units

  5,635   -   5,635   - 

Restricted stock units

  14,864  561  20,009  834 

Total dilutive effect of potential common shares

  35,180   58,332   36,931   54,423   24,520   19,798   39,772   33,223 

Weighted average common shares outstanding, diluted

  16,413,202   17,279,576   16,654,697   17,511,900   18,431,598   16,682,615   17,363,478   16,772,847 
  

Basic earnings per common share

 $0.82  $0.73  $2.05  $2.32  $0.53  $0.67  $1.25  $1.24 

Diluted earnings per common share

 0.81  0.73  2.05  2.32  0.55  0.67  1.26  1.24 
  

Antidilutive potential common shares

  

Stock options

 131,198  -  131,198  13,990   143,676   143,676   143,676   131,198 

Unvested stock awards

  -   -   -   214 

Stock units

 4,038 - 2,030 - 

Total potential antidilutive shares

  131,198   -   131,198   14,204   147,714   143,676   145,706   131,198 

 

2831

 

 

Note 1312. Accumulated Other Comprehensive Income (Loss)

 

The following tables present the changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax and by component, during the periods indicated:

 

 

Three Months Ended September 30, 2022

  

Three Months Ended June 30, 2023

 
 

Unrealized Gains

       

Unrealized Gains

      
 

(Losses) on Available-

       

(Losses) on Available-

      
 

for-Sale Securities

  

Employee Benefit Plans

  

Total

  

for-Sale Securities

  

Employee Benefit Plans

  

Total

 

(Amounts in thousands)

                  

Beginning balance

 $(9,817) $(1,843) $(11,660) $(13,127) $(98) $(13,225)

Other comprehensive loss before reclassifications

 (7,392) -  (7,392)

Other comprehensive income before reclassifications

 (1,258) (24) (1,282)

Reclassified from AOCI

  -   27   27   22   24   46 

Other comprehensive loss, net

  (7,392)  27   (7,365)

Other comprehensive income, net

  (1,236)  -   (1,236)

Ending balance

 $(17,209) $(1,816) $(19,025) $(14,363) $(98) $(14,461)

 

 

Three Months Ended September 30, 2021

  

Three Months Ended June 30, 2022

 
 

Unrealized Gains

       

Unrealized Gains

      
 

(Losses) on Available-

       

(Losses) on Available-

      
 

for-Sale Securities

  

Employee Benefit Plans

  

Total

  

for-Sale Securities

  

Employee Benefit Plans

  

Total

 

(Amounts in thousands)

                  

Beginning balance

 $474  $(3,039) $(2,565) $(4,643) $(1,869) $(6,512)

Other comprehensive loss before reclassifications

 (164) (1) (165) (5,174) -  (5,174)

Reclassified from AOCI

  -   77   77   -   26   26 

Other comprehensive loss, net

  (164)  76   (88)  (5,174)  26   (5,148)

Ending balance

 $310  $(2,963) $(2,653) $(9,817) $(1,843) $(11,660)

 

 

Nine Months Ended September 30, 2022

  

Six Months Ended June 30, 2023

 
 

Unrealized Gains

       

Unrealized Gains

      
 

(Losses) on Available-

       

(Losses) on Available-

      
 

for-Sale Securities

  

Employee Benefit Plans

  

Total

  

for-Sale Securities

  

Employee Benefit Plans

  

Total

 

(Amounts in thousands)

            

Beginning balance

 $15  $(1,561) $(1,546) $(15,621) $(98) $(15,719)

Other comprehensive loss before reclassifications

 (17,224) (335) (17,559)

Other comprehensive income before reclassifications

 1,240  (50) 1,190 

Reclassified from AOCI

  -   80   80   18   50   68 

Other comprehensive loss, net

  (17,224)  (255)  (17,479)

Other comprehensive income, net

  1,258   -   1,258 

Ending balance

 $(17,209) $(1,816) $(19,025) $(14,363) $(98) $(14,461)

 

 

Nine Months Ended September 30, 2021

  

Six Months Ended June 30, 2022

 
 

Unrealized Gains

       

Unrealized Gains

      
 

(Losses) on Available-

       

(Losses) on Available-

      
 

for-Sale Securities

  

Employee Benefit Plans

  

Total

  

for-Sale Securities

  

Employee Benefit Plans

  

Total

 

(Amounts in thousands)

            

Beginning balance

 $1,106  $(3,029) $(1,923) $15  $(1,561) $(1,546)

Other comprehensive loss before reclassifications

 (796) (163) (959) (9,832) (335) (10,167)

Reclassified from AOCI

  -   229   229   -   53   53 

Other comprehensive loss, net

  (796)  66   (730)  (9,832)  (282)  (10,114)

Ending balance

 $310  $(2,963) $(2,653) $(9,817) $(1,843) $(11,660)

 

2932

 

The following table presents reclassifications out of AOCI, by component, during the periods indicated:

 

 

Three Months Ended

 

Nine Months Ended

   

Three Months Ended

 

Six Months Ended

  
 

September 30,

  

September 30,

 

Income Statement

 

June 30,

  

June 30,

 

Income Statement

(Amounts in thousands)

 

2022

  

2021

  

2022

  

2021

 

Line Item Affected

 

2023

  

2022

  

2023

  

2022

 

Line Item Affected

Available-for-sale securities

           

Gain recognized

 $-  $-  $-  $- 

Net loss on sale of securities

Loss recognized

 $28  $-  $21  $- 

Net loss on sale of securities

Reclassified out of AOCI, before tax

 -  -  -  - 

Income before income taxes

 28  -  21  - 

Income before income taxes

Income tax expense

  -   -   -   - 

Income tax expense

  6   -   4   - 

Income tax expense

Reclassified out of AOCI, net of tax

 -  -  -  - 

Net income

 22  -  17  - 

Net income

Employee benefit plans

           

Amortization of prior service cost

 $-  $31  $-  $92 

Salaries and employee benefits

 $-  $-  $-  $- 

Salaries and employee benefits

Amortization of net actuarial benefit cost

  34   65   101   197 

Salaries and employee benefits

  31   33   63   67 

Salaries and employee benefits

Reclassified out of AOCI, before tax

 34  96  101  289 

Income before income taxes

 31  33  63  67 

Income before income taxes

Income tax expense

  7   20   21   61 

Income tax expense

  7   7   12   14 

Income tax expense

Reclassified out of AOCI, net of tax

  27   76   80   228 

Net income

  24   26   51   53 

Net income

Total reclassified out of AOCI, net of tax

 $27  $76  $80  $228 

Net income

 $46  $26  $68  $53 

Net income

 


(1)

Amortization is included in net periodic pension cost. See Note 10, "Employee Benefit Plans."

 

 

Note 1413. Fair Value

 

Financial Instruments Measured at Fair Value

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows:

 

 

Level 1 – Observable, unadjusted quoted prices in active markets

 

Level 2 – Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability

 

Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions

 

The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. The following discussion describes the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments under the valuation hierarchy.

 

3033

 

Assets and Liabilities Reported at Fair Value on a Recurring Basis

 

Available-for-Sale Debt Securities

 

Debt securities available for sale are reported at fair value on a recurring basis. The fair value of Level 1 securities is based on quoted market prices in active markets, if available. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are primarily derived from or corroborated by observable market data. Level 2 securities use fair value measurements from independent pricing services obtained by the Company. These fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and bond terms and conditions. The Company’s Level 2 securities include U.S. Agency and Treasury securities, municipal securities, and mortgage-backed securities. Securities are based on Level 3 inputs when there is limited activity or less transparency to the valuation inputs. In the absence of observable or corroborated market data, internally developed estimates that incorporate market-based assumptions are used when such information is available.

 

Fair value models may be required when trading activity has declined significantly or does not exist, prices are not current, or pricing variations are significant. For Level 3 securities, the Company obtains the cash flow of specific securities from third parties that use modeling software to determine cash flows based on market participant data and knowledge of the structures of each individual security. The fair values of Level 3 securities are determined by applying proper market observable discount rates to the cash flow derived from third-party models.  Discount rates are developed by determining credit spreads above a benchmark rate, such as LIBOR, and adding premiums for illiquidity, which are based on a comparison of initial issuance spread to LIBOR versus a financial sector curve for recently issued debt to LIBOR. Securities with increased uncertainty about the receipt of cash flows are discounted at higher rates due to the addition of a deal specific credit premium based on assumptions about the performance of the underlying collateral. Finally, internal fair value model pricing and external pricing observations are combined by assigning weights to each pricing observation. Pricing is reviewed for reasonableness based on the direction of specific markets and the general economic indicators.

 

Equity Securities. Equity securities are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. The Company uses Level 1 inputs to value equity securities that are traded in active markets. Equity securities that are not actively traded are classified in Level 2.

 

Loans Held for Investment. Loans held for investment that are subject to a fair value hedge are reported at fair value derived from third-party models. Loans designated in fair value hedges are recorded at fair value on a recurring basis.

 

Deferred Compensation Assets and Liabilities. Securities held for trading purposes are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. These securities include assets related to employee deferred compensation plans, which are generally invested in Level 1 equity securities. The liability associated with these deferred compensation plans is carried at the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets.

 

Derivative Assets and Liabilities. Derivatives are recorded at fair value on a recurring basis. The Company obtains dealer quotes, Level 2 inputs, based on observable data to value derivatives.

 

The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

 

September 30, 2022

  

June 30, 2023

 
 

Total

  

Fair Value Measurements Using

  

Total

  

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Available-for-sale debt securities

                  

U.S. Agency securities

 $1,488  $-  $1,488  $-  $7,229  $-  $7,229  $- 

U.S. Treasury Notes

 156,460 - 156,460 -  178,506 - 178,506 - 

Municipal securities

 23,061  -  23,061  -  21,449  -  21,449  - 

Corporate Notes

 34,519  34,519   26,463  26,463  

Agency mortgage-backed securities

  84,092   -   84,092   -   80,726   -   80,726   - 

Total available-for-sale debt securities

 299,620  -  299,620  -  314,373  -  314,373  - 

Equity securities

 55  -  55  -  55  -  55  - 

Fair value loans

 3,950  -  -  3,950  3,569  -  -  3,569 

Derivative assets

 204 - 204 - 

Deferred compensation assets

 4,822  4,822  -  -  6,269  6,269  -  - 

Deferred compensation liabilities

 4,822  4,822  -  -  7,733  7,733  -  - 

 

 

December 31, 2021

  

December 31, 2022

 
 

Total

  

Fair Value Measurements Using

  

Total

  

Fair Value Measurements Using

 

(Amounts in thousands)

 

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Available-for-sale debt securities

                  

U.S. Agency securities

 $466  $-  $466  $-  $1,485  $-  $1,485  $- 

U.S. Treasury Notes

 157,264 - 157,264 - 

Municipal securities

 28,794  -  28,794  -  23,309  -  23,309  - 

Corporate notes

 9,919 - 9,919 -  34,857 - 34,857 - 

Agency mortgage-backed securities

  37,113   -   37,113   -   83,434   -   83,434   - 

Total available-for-sale debt securities

 76,292  -  76,292  -  300,349  -  300,349  - 

Equity securities

 55  -  55  -  55  -  55  - 

Fair value loans

 13,106  -  -  13,106  3,784  -  -  3,784 

Derivative assets

 199 - 199 - 

Deferred compensation assets

 5,245  5,245  -  -  5,142  5,142  -  - 

Deferred compensation liabilities

 5,245  5,245  -  -  5,142  5,142  -  - 

Derivative liabilities

 837 - 837 - 

 

3134

 

Assets Measured at Fair Value on a Nonrecurring Basis

 

Impaired Loans. Prior to the adoption of ASU 2016-13, impaired loans were recorded at fair value on a nonrecurring basis when repayment is expected solely from the sale of the loan’s collateral. Fair value is based on appraised value adjusted for customized discounting criteria, Level 3 inputs.

 

The Company maintains an active and robust problem credit identification system. The impairment review includes obtaining third-party collateral valuations to help management identify potential credit impairment and determine the amount of impairment to record. The Company’s Special Assets staff manages and monitors all impaired loans. Internal collateral valuations are generally performed within two to four weeks of identifying the initial potential impairment. The internal valuation compares the original appraisal to current local real estate market conditions and considers experience and expected liquidation costs. The Company typically receives a third-party valuation within thirty to forty-five days of completing the internal valuation. When a third-party valuation is received, it is reviewed for reasonableness. Once the valuation is reviewed and accepted, discounts are applied to fair market value, based on, but not limited to, our historical liquidation experience for like collateral, resulting in an estimated net realizable value. The estimated net realizable value is compared to the outstanding loan balance to determine the appropriate amount of specific impairment reserve.

 

OREO. OREO is recorded at fair value on a nonrecurring basis using Level 3 inputs. The Company calculates the fair value of OREO from current or prior appraisals that have been adjusted for valuation declines, estimated selling costs, and other proprietary qualitative adjustments that are deemed necessary.

 

The following tables present assets measured at fair value on a nonrecurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

 

September 30, 2022

  

June 30, 2023

 
 

Total

  

Fair Value Measurements Using

  

Total

  

Fair Value Measurements Using

 
 

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                        

Collateral dependent assets with specific reserves

 $- $- $- $-  $957 $- $- $957 

OREO

 $559  $-  $-  $559  $339  $-  $-  $339 

 

 

December 31, 2021

  

December 31, 2022

 
 

Total

  

Fair Value Measurements Using

  

Total

  

Fair Value Measurements Using

 
 

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

(Amounts in thousands)

                

Collateral dependent assets with specific reserves

 $2,312  $-  $-  $2,312  $574  $-  $-  $574 

OREO

 1,015  -  -  1,015  703  -  -  703 

 

Quantitative Information about Level 3 Fair Value Measurements

 

The following tables provides quantitative information for assets measured at fair value on a nonrecurring basis using Level 3 valuation inputs as of the dates indicated:

 

    Discount Range 
 

Valuation

Unobservable

 

(Weighted Average)

 
 

Technique

Input

 

SeptemberJune 30, 20222023

 
       

Collateral dependent assets with specific reserves

Discounted appraisals(1)

Appraisal adjustments(2)

  

0%10% to 0% (0%82% (56%)

 

OREO

Discounted appraisals(1)appraisals(1)

Appraisal adjustments(2)adjustments(2)

  

10%20% to 95% (73%100% (81%)

 

 

(1)

Fair value is generally based on appraisals of the underlying collateral.

(2)

Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

 

    

Discount Range

 
 

Valuation

Unobservable

 

(Weighted Average)

 
 

Technique

Input

 

December 31, 20212022

 
       

Collateral dependent assets with specific reserves

Discounted appraisals(1)appraisals(1)

Appraisal adjustments(2)adjustments(2)

  0% to 11% (6%3% (3%) 

OREO

Discounted appraisals(1)appraisals(1)

Appraisal adjustments(2)adjustments(2)

  

0%20% to 87% (32%100% (69%)

 

 

(1)

Fair value is generally based on appraisals of the underlying collateral.

(2)

Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

 
3235

 

Fair Value of Financial Instruments

 

The Company uses various methodologies and assumptions to estimate the fair value of certain financial instruments. A description of valuation methodologies used for instruments not previously discussed is as follows:

 

Cash and Cash Equivalents. Cash and cash equivalents fair value is estimated at their carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

 

Accrued Interest Receivable/Payable. Accrued interest receivable/payable fair value is estimated at its carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

 

Deposits and Securities Sold Under Agreements to Repurchase. Deposits and repurchase agreements with fixed maturities and rates are estimated at fair value using discounted future cash flows that apply interest rates available in the market for instruments with similar characteristics and maturities.

 

FHLB and Other Borrowings. FHLB and other borrowings are estimated at fair value using discounted future cash flows that apply interest rates available to the Company for borrowings with similar characteristics and maturities.

 

Off-Balance Sheet Instruments. The Company believes that fair values of unfunded commitments to extend credit, standby letters of credit, and financial guarantees are not meaningful; therefore, off-balance sheet instruments are not addressed in the fair value disclosures. The Company believes it is not feasible or practical to accurately disclose the fair values of off-balance sheet instruments due to the uncertainty and difficulty in assessing the likelihood and timing of advancing available proceeds, the lack of an established market for these instruments, and the diversity in fee structures. For additional information about the unfunded, contractual value of off-balance sheet financial instruments, see Note 14,15, “Litigation, Commitments, and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

 

The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

 

 

September 30, 2022

  

June 30, 2023

 
 

Carrying

     

Fair Value Measurements Using

  

Carrying

     

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets

                              

Cash and cash equivalents

 $229,095  $229,095  $229,095  $-  $-  $152,660  $152,660  $152,660  $-  $- 

Debt securities available for sale

 299,620  299,620  -  299,620  -  314,373  314,373  -  314,373  - 

Equity securities

 55  55  -  55  -  55  55  -  55  - 

Loans held for investment, net of allowance

 2,333,345  2,198,020  -  -  2,198,020  2,584,896  2,411,647  -  -  2,411,647 

Derivative financial assets

 211  211  -  211  -  204  204  -  204  - 

Interest receivable

 8,345  8,345  -  8,345  -  10,185  10,185  -  10,185  - 

Deferred compensation assets

 4,822  4,822  4,822  -  -  6,269  6,269  6,269  -  - 
  

Liabilities

                              

Time deposits

 304,739  304,232  -  304,232  -  272,767  257,012  -  257,012  - 

Securities sold under agreements to repurchase

 1,958  1,958  -  1,958  -  1,348  1,348  -  1,348  - 

Interest payable

 180  180  -  180  -  298  298  -  298  - 

Deferred compensation liabilities

 4,822  4,822  4,822  -  -  7,733  7,733  7,733  -  - 

 

 

December 31, 2021

  

December 31, 2022

 
 

Carrying

    

Fair Value Measurements Using

  

Carrying

    

Fair Value Measurements Using

 

(Amounts in thousands)

 

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

  

Amount

  

Fair Value

  

Level 1

  

Level 2

  

Level 3

 

Assets

                              

Cash and cash equivalents

 $677,439  $677,439 ��$677,439  $-  $-  $170,846  $170,846  $170,846  $-  $- 

Debt securities available for sale

 76,292  76,292  -  76,292  -  300,349  300,349  -  300,349  - 

Equity securities

 55  55  -  55  -  55  55  -  55  - 

Loans held for investment, net of allowance

 2,137,711  2,108,513  -  -  2,108,513  2,369,641  2,215,243  -  -  2,215,243 

Interest receivable

 7,900  7,900  -  7,900  -  9,279  9,279  -  9,279  - 

Deferred compensation assets

 5,245  5,245  5,245  -  -  5,142  5,142  5,142  -  - 

Derivative assets

 199  199  -  199  - 
  

Liabilities

                              

Time deposits

 354,863  352,000  -  352,000  -  283,330  281,744  -  281,744  - 

Securities sold under agreements to repurchase

 1,536  1,536  -  1,536  -  1,874  1,874  -  1,874  - 

Interest payable

 314  314  -  314  -  159  159  -  159  - 

Deferred compensation liabilities

 5,245  5,245  5,245  -  -  5,142  5,142  5,142  -  - 

Derivative liabilities

 837  837  -  837  - 

 

3336

 
 

Note 1514. Litigation, Commitments, and Contingencies

 

Litigation

 

In the normal course of business, the Company is a defendant in various legal actions and asserted claims. While the Company and its legal counsel are unable to assess the ultimate outcome of each of these matters with certainty, the Company believes the resolution of these actions, singly or in the aggregate, should not have a material adverse effect on its financial condition, results of operations, or cash flows.

 

Commitments and Contingencies

 

The Company is a party to financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and financial guarantees. These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized in the consolidated balance sheets. The contractual amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. If the other party to a financial instrument does not perform, the Company’s credit loss exposure is the same as the contractual amount of the instrument. The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments are expected to expire without being drawn on, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of each customer on a case-by-case basis. Collateral may include accounts receivable, inventory, property, plant and equipment, and income producing commercial properties. The Company maintains a reserve for the risk inherent in unfunded lending commitments, which is included in other liabilities in the consolidated balance sheets.

 

Standby letters of credit and financial guarantees are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit to customers. The amount of collateral obtained, if deemed necessary, to secure the customer’s performance under certain letters of credit is based on management’s credit evaluation of the customer.

 

The following table presents the off-balance sheet financial instruments as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 

(Amounts in thousands)

            

Commitments to extend credit

 $302,765  $272,447  $313,233  $278,926 

Standby letters of credit and financial guarantees(1)

  129,527   153,717   116,583   119,681 

Total off-balance sheet risk

 $432,292  $426,164  $429,816  $398,607 
 

Allowance for unfunded commitments (2)

 $1,416  $678 

 


(1)

Includes FHLB letters of credit

(2)Included in Interest, taxes, and other liabilities on the Condensed Consolidated Balance Sheet

 

 

ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our financial condition, changes in financial condition, and results of operations. MD&A contains forward-looking statements and should be read in conjunction with our consolidated financial statements, accompanying notes, and other financial information included in this report and our Annual Report on Form 10-K for the year ended December 31, 20212022 (the “2021“2022 Form 10-K”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.

 

Executive Overview

 

First Community Bankshares, Inc. (the “Company”) is a financial holding company, headquartered in Bluefield, Virginia, that provides banking products and services through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia chartered bank institution. As of SeptemberJune 30, 2022,2023, the Bank operated 4853 branches in Virginia, West Virginia, North Carolina and Tennessee. As of SeptemberJune 30, 2022,2023, full-time equivalent employees, calculated using the number of hours worked, totaled 613.638. Our primary source of earnings is net interest income, the difference between interest earned on assets and interest paid on liabilities, which is supplemented by fees for services, commissions on sales, and various deposit service charges. We fund our lending and investing activities primarily through the retail deposit operations of our branch banking network. We invest our funds primarily in loans to retail and commercial customers and various investment securities. Our common stock is traded on the NASDAQ Global Select Market under the symbol FCBC.

 

3437

 

The Bank offers trust management, estate administration, and investment advisory services through its Trust Division and wholly owned subsidiary First Community Wealth Management Inc. (“FCWM”). The Trust Division manages inter vivos trusts and trusts under will, develops and administers employee benefit and individual retirement plans, and manages and settles estates. Fiduciary fees for these services are charged on a schedule related to the size, nature, and complexity of the account. Revenues consist primarily of investment advisory fees and commissions on assets under management and administration. As of SeptemberJune 30, 2022,2023, the Trust Division and FCWM managed and administered $1.19$1.42 billion in combined assets under various fee-based arrangements as fiduciary or agent. The Bank also offers a full range of commercial and personal insurance products through its strategic partnership with Bankers Insurance, LLC.

 

On March 12, 2023, the Department of the Treasury, the Federal Reserve and the FDIC issued a joint statement relating to the resolution of Silicon Valley Bank and Signature Bank that stated that losses to support uninsured deposits of those banks would be recovered via a special assessment on banks. On May 11, 2023 the FDIC approved a notice of proposed rulemaking, which would impose the special assessment to recover the losses to the deposit insurance fund (“DIF”) resulting from protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank. The FDIC stated that it currently estimates those assessed losses to total $15.8 billion and that the amount of the special assessments would be adjusted as the loss estimate changes. Under the proposed rule, the assessment base would be an insured depository institution’s (“IDI”) estimated uninsured deposits, as reported in the IDI’s December 31, 2022 Call Report, excluding the first $5 billion in estimated uninsured deposits. The special assessments would be collected at an annual rate of approximately 12.5 basis points per year (3.13 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024 (with the first assessment payment due by June 28, 2024). Under the proposed rule, the estimated loss pursuant to the systemic risk determination would be periodically adjusted, and the FDIC would retain the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis. Under the current provisions of this notice of proposed rulemaking, we believe that we would not be impacted by the special assessment associated with the most recent banking organization closures.

 

Critical Accounting Estimates

 

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and conform to general practices within the banking industry. Our financial position and results of operations may require management to make significant estimates and assumptions that have a material impact on our financial condition or operating performance. Due to the level of subjectivity and the susceptibility of such matters to change, actual results could differ significantly from management’s assumptions and estimates. Estimates, assumptions, and judgments, which are periodically evaluated, are based on historical experience and other factors, including expectations of future events believed reasonable under the circumstances. These estimates are generally necessary when assets and liabilities are required to be recorded at estimated fair value, when a decline in the value of an asset carried on the financial statements at fair value warrants an impairment write-down or a valuation reserve, or when an asset or liability needs recorded based on the probability of occurrence of a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices, when available, or third-party sources. When quoted prices or third-party information is not available, management estimates valuation adjustments primarily through the use of financial modeling techniques and appraisal estimates.

 

Allowance for Credit Losses or "ACL"

 ​

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1 – "Basis of Presentation - Significant Accounting Policies" in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5 — "Allowance for Credit Losses" in this Quarterly Report on Form 10-Q, “Provision for Loan Losses and Nonperforming Assets” in this MD&A. Periods prior to the January 1, 2021 adoption of ASU 2016-13 follow prior accounting guidance for estimated loan losses and may not be comparable.

 

Our accounting policies are fundamental in understanding MD&A and the disclosures presented in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q. Our accounting policies are described in detail in Note 1, “Basis of Presentation,” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the period ended SeptemberJune 30, 2022,2023, and in Note 1, Basis of Presentation and Significant Accounting Policies, of the Notes to Consolidated Financial Statements in Part II, Item 8 of our 20212022 Form 10-K. Our critical accounting estimates are detailed in the “Critical Accounting Estimates” section in Part II, Item 7 of our 20212022 Form 10-K.

 

3538

 

Performance Overview

 

Highlights of our results of operations for the three and ninesix months ended SeptemberJune 30, 2022,2023, and financial condition as of SeptemberJune 30, 2022,2023, include the following:

 

 

Net income of $13.35$9.81 million for the quarter was an increase of $743 thousandapproximately 12.48%, or $1.40 million, lower compared to $12.61net income of $11.21 million recorded in the same quarter of 2021.2022. The increasedecrease is primarily attributable to an increase$2.01 million in net interest incomeone-time merger-related costs and $1.61 million in additional credit loss provision both associated with the acquisition of $4.2 million and the branch sale gains of $1.66 million offset by an increase in the provision for credit losses of $2.08 million and an increase in salaries and employee benefits of $1.44 million compared to 2021. Surrey Bancorp on April 21, 2023.

 On September 16, 2022, the Company completed the saleWhen adjusted for merger-related costs and provisions and other non-recurring items, second quarter net income of First Community Bank’s Emporia, Virginia branch to Benchmark Community Bank. A gain$12.95 million, or $0.70 per diluted common share, was an increase of $1.66$1.81 million, was realizedor 16.20%, from the sale.same quarter last year.
Net interest income increased $5.32 million compared to the same quarter in 2022, as increases in interest rates improved net interest margin.
 

Net interest margin forof 4.48% is an increase of 70 basis points over the third quarter was 4.01%, which was a 45 basis point increase from 3.56% reported for thirdsame quarter of 2021.2022. The yield on earning assets increased 4291 basis points primarily driven by increased earnings on securitiesloans and overnight funds.

securities.
 The cost of interest-bearing deposits declined 6 basis points to 0.08%, primarily driven by a decrease in the cost of time deposits and focus on non-maturing deposits. Additionally, non-maturing deposit balances remained strong even after the Emporia Branch Sale.
Net interest income increased $4.2 million compared to the same quarter of 2021. Interest income from securities of $1.79 million was an increase of $1.34 million over the third quarter of 2021. Interest on fed funds also increased $1.31 million to $1.53 million for the third quarter as a result of the Federal Open Market Committee’s incremental 300 basis point rate increase in overnight rates throughout 2022 as compared to the overnight rates of 2021. Interest and fees on loans increased $1.29$6.28 million from the same quarter of 20212022 and is primarily attributable to loan demandboth an increase in yield and originations.

The provision for credit lossesan increase in average balance compared to the yield and average balance of $685 thousand for the quarterprior year. Interest income from securities of $2.06 million was an increase of $2.08 million compared to$506 thousand over the same quarter of 2021. The increase was2022 and is attributable to an increase in the portfolio and in yield from the same period of the prior year. Interest income on deposits in banks also increased $117 thousand to $885 thousand for the second quarter, primarily due to a returnsignificant increase in overnight rates compared to normalized provisions as compared with prior year recoveriesthe second quarter of pandemic-related provisioning.2022.
 

Despite the significant increase in credit loss provision over 2021, annualizedAnnualized return on average assets was 1.63%1.18% for the thirdsecond quarter and 1.41%1.36% for the first ninesix months of 2023 compared to 1.38% and 1.29% for the same periods, respectively of 2022. Annualized return on average common equity was 12.60%8.04% for the thirdsecond quarter and 10.73%9.48% for the first ninesix months of 2023 compared to 10.61% and 9.80% for the same periods, respectively of 2022.
 Salaries and employee benefits forThe Company completed the third quarter increased $1.44strategic acquisition of Surrey Bancorp, on April 21, 2023. Total assets of $466.25 million or 13.48%, overwere acquired in the same quarter in 2021. Salaries and employee benefits fortransaction increasing the first nine months increased $3.52 million, or 11.10%, over the first nine months of 2021. During the first quarter of 2022,Company's consolidated assets to $3.39 billion.   In addition, the Company implemented annualized wage increasesissued 2.99 million common shares in the purchase resulting in an increase in capital of approximately $2.5$71.37 million. The purchase transaction created $14.38 million as part of its ongoing strategic initiative to enhance Human Capital Management, which included anin goodwill and $12.7 million in other intangible assets. Other major balance sheet components increased minimum wage.in the transaction with  $239.08 million acquired in loans and $403.64 million in deposits.
 The Company’s loan portfolio increased by $197.16$220.88 million, an annualized growth rate of 12.17%, duringor 9.20% from December 31, 2022.  Excluding the first nine months of 2022. Loan demand and originations were strong in all categories, including construction, commercial real estate, residential mortgage, and consumer loans.Surrey transaction, the loan portfolio decreased approximately $18.20 million, or 0.76%.
 TotalDeposits increased $173.86 million, or 6.49% from year-end 2022.  Excluding the Surrey transaction, deposits sold to Benchmark as part of the Emporia Branch Sale totaled $61.05 million.decreased approximately $229.77 million, or 8.58% from December 31, 2022.
 During the third quarter, the Company repurchased 235,400 of its common shares for $7.38 million. The Company repurchased 650,907279,567 common shares for $19.42 million during the first nine monthssecond quarter of 2022.2023 for a total cost of $7.69 million. Share repurchases had been stopped in the fourth quarter of 2022 in anticipation of the now completed acquisition of Surrey Bancorp and not restarted until the second quarter of 2023. 
 
Non-performing loans to total loans increased slightly to 0.71% from 0.65% that was reported at March 31, 2023.  The Company experienced net charge-offs for the second quarter of 2023 of $728 thousand, or 0.11% of annualized average loans, compared to net recoveries of $258 thousand, or 0.05% of annualized average loans for the same period in 2022. 
The allowance for credit losses to total loans decreased slightlywas 1.38% at June 30, 2023 compared to 1.24%1.29% for the first quarter of total loans.2023.
Accumulated other comprehensive loss of $14.46 million at June 30, 2023, is primarily attributable to a relatively small decline in the market value of investment securities compared to book value after the significant increases in benchmark interest rates of the last six quarters.
 Book value per share at SeptemberJune 30, 2022,2023, was $25.33, a slight decrease$26.29, an increase of $0.01$0.28 from year-end 2021.2022.

 

Results of Operations

 

Net Income

 

The following table presents the changes in net income and related information for the periods indicated:

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 

(Amounts in thousands, except per

 

September 30,

  

Increase

     

September 30,

  

Increase

     

June 30,

  

Increase

     

June 30,

  

Increase

    

share data)

 

2022

  

2021

  

(Decrease)

  

% Change

  

2022

  

2021

  

(Decrease)

  

% Change

  

2023

  

2022

  

(Decrease)

  

% Change

  

2023

  

2022

  

(Decrease)

  

% Change

 
  

Net income

 $13,351  $12,608  $743  5.89% $34,079  $40,613  $(6,534) -16.09% $9,814  $11,213  $(1,399) -12.48% $21,596  $20,728  $868  4.19%
  

Basic earnings per common share

 0.82  0.73  0.09  12.33% 2.05  2.32  (0.27) -11.64% 0.53  0.67  (0.14) -20.90% 1.25  1.24  0.01  0.81%

Diluted earnings per common share

 0.81  0.73  0.08  10.96% 2.05  2.32  (0.27) -11.64% 0.55  0.67  (0.12) -17.91% 1.26  1.24  0.02  1.61%
  

Return on average assets

 1.63% 1.59% 0.04% 2.52% 1.41% 1.74% -0.33% -18.97% 1.18% 1.38% -0.20% -14.49% 1.36% 1.29% 0.07% 5.43%

Return on average common equity

 12.60% 11.65% 0.95% 8.15% 10.73% 12.70% -1.97% -15.51% 8.04% 10.61% -2.57% -24.22% 9.48% 9.80% -0.32% -3.27%

 

Three-Month Comparison.

 

Net income increased $743 thousanddecreased $1.40 million in the thirdsecond quarter of 2022 largely due2023 compared to a $4.2the same period in 2022. The decrease is primarily attributable to $3.60 million in additional credit loss provision as well as an increase in noninterest expense of $3.42 million over the same period in 2022.  The decreases in income were offset by an increase in net interest income of $5.32 million over the same quarter in 2022.  The increase in provision for credit losses was partly due to $1.61 million for the day two provision for the Surrey portfolio and noninterest expense included $2.01 million in merger expenses related to the branch sale gains totaling $1.66 million.Surrey acquisition as well.

Six-Month Comparison.

Net income increased $868 thousand in the first six months  of 2023 compared to the same period in 2022. The increases wereincrease was primarily attributable to an increase in net interest income of $9.57 million compared to the same period in 2022.  Net interest income totaled $62.27 million for the first six months of 2023 compared to $52.70 million for the same period of 2022. The increase in net interest income was offset by an increase in the provision for credit losses of $2.08$3.38 million to $685 thousand for the third quarterand an increase in noninterest expense of 2022 compared to a recovery of provision of $1.39$4.24 million in the third quarter of 2021.  The current year provision is largely due to the loan growth, in particular commercial loan demand.  The recovery of provision in the third quarter of 2021 was due to the recovery of pandemic-related provisioning.  In addition, salaries and employee benefits increased $1.44 million when compared toover the same period of 2021.

Nine-Month Comparison. Net income decreased $6.53 million in 2022.  As noted above the first nine months of 2022 largely due to a $10.78 million increase in the provision for credit losses. Provision for credit losses totaled $3.16was partly due to $1.61 million for the first nine months of  2022 compared to a recovery ofday two provision of $7.63for the Surrey portfolio and noninterest expense included $2.39 million in the same period of 2021.  As noted for the quarter, the current year provision is largely due to loan growth in the first nine months, in particular commercial loan demand.  The recovery of provision in 2021 was driven by the recovery of pandemic-related provisioning.  In addition, salaries and employee benefits increased $3.52 million for the first nine months when comparedmerger expenses related to the same period of 2021.  These decreases were offset by an increase in net interest income of $4.8 million,Surrey acquisition as well as the Emporia Branch Sale gains totaling $1.66 million for first nine months of 2022 when compared to the same period of 2021.

well.

 

3639

 

Net Interest Income

 

Net interest income, our largest contributor to earnings, is analyzed on a fully taxable equivalent (“FTE”) basis, a non-GAAP financial measure. For additional information, see “Non-GAAP Financial Measures” below. The following tables present the consolidated average balance sheets and net interest analysis on a FTE basis for the dates indicated:

  

AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS (Unaudited)

 

 

Three Months Ended September 30,

  

Three Months Ended June 30,

 
 

2022

  

2021

  

2023

  

2022

 
 

Average

    

Average Yield/

 

Average

    

Average Yield/

  

Average

    

Average Yield/

 

Average

    

Average Yield/

 

(Amounts in thousands)

 

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

 

Assets

                                    

Earning assets

                          

Loans(2)(3)

 $2,334,596  $26,474  4.50% $2,149,647  $25,161  4.64% $2,570,477  $31,997  4.99% $2,273,844  $25,714  4.54%

Securities available for sale

 301,360  1,833  2.41% 79,995  509  2.52% 318,263  2,099  2.65% 280,823  1,597  2.28%

Interest-bearing deposits

  275,290   1,531  2.21%  586,787   225  0.15%  63,322   885  5.61%  377,931   769  0.82%

Total earning assets

 2,911,246  29,838  4.07% 2,816,429  25,895  3.65% 2,952,062  34,981  4.75% 2,932,598  28,080  3.84%

Other assets

  328,534        330,679        382,162        331,774      

Total assets

 $3,239,780       $3,147,108       $3,334,224       $3,264,372      
                          

Liabilities and stockholders' equity

                                    

Interest-bearing deposits

                          

Demand deposits

 $689,376  $28  0.02% $651,237  $27  0.02% $712,943  $34  0.02% $698,978  $29  0.02%

Savings deposits

 887,454  67  0.03% 826,144  63  0.03% 861,315  1,306  0.61% 895,370  67  0.03%

Time deposits

  317,294   285  0.36%  378,895   552  0.58%  282,229   590  0.84%  331,555   326  0.39%

Total interest-bearing deposits

 1,894,124  380  0.08% 1,856,276  642  0.13% 1,856,487  1,930  0.42% 1,925,903  422  0.09%

Borrowings

                          

Retail repurchase agreements

 2,378 - N/M 1,040 1 0.07% 1,693 1 0.06% 2,105 1 0.08%

Federal funds purchased

 5,927 76 5.14% - - - 

Total borrowings

 2,378 - N/M 1,040 1 0.07% 7,620 77 3.94% 2,105 1 0.08%

Total interest-bearing liabilities

  1,896,502   380  0.08%  1,857,316   643  0.14%  1,864,107   2,007  0.43%  1,928,008   423  0.09%

Noninterest-bearing demand deposits

 881,429       824,112       939,902       874,507      

Other liabilities

  41,373        36,419        40,705        38,106      

Total liabilities

 2,819,304       2,717,847       2,844,714       2,840,621      

Stockholders' equity

  420,476        429,261        489,510        423,751      

Total liabilities and stockholders' equity

 $3,239,780       $3,147,108       $3,334,224       $3,264,372      

Net interest income, FTE(1)

    $29,458       $25,252        $32,974       $27,657    

Net interest rate spread

       3.99%       3.51%       4.32%       3.75%

Net interest margin, FTE(1)

       4.01%       3.56%       4.48%       3.78%

 


(1)

Interest income and average yield/rate are presented on a FTE, non-GAAP, basis using the federal statutory income tax rate of 21%.

(2)

Nonaccrual loans are included in the average balance; however, no related interest income is recorded during the period of nonaccrual.

(3)

Interest on loans includes non-cash and accelerated purchase accounting accretion of $487$884 thousand and $1.01 million$870 thousand for the three months ended SeptemberJune 30, 20222023 and 2021,2022, respectively.

  

3740

 

AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS (Unaudited)

 

 

Nine Months Ended September 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2023

  

2022

 
 

Average

    

Average Yield/

 

Average

    

Average Yield/

  

Average

    

Average Yield/

 

Average

    

Average Yield/

 

(Amounts in thousands)

 

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

  

Balance

  

Interest(1)

  

Rate(1)

 

Assets

                              

Earning assets

              

Loans(2)(3)

 $2,269,974  $76,886  4.53% $2,149,556  $77,722  4.83% $2,482,606  $59,695  4.85% $2,237,128  $50,412  4.54%

Securities available for sale

 241,640  4,230  2.34% 82,563  1,590  2.57% 317,503  4,239  2.69% 211,285  2,397  2.29%

Interest-bearing deposits

  398,326   2,549  0.86%  555,435   509  0.12%  52,219   1,350  5.21%  460,864   1,018  0.45%

Total earning assets

 2,909,940  83,665  3.84% 2,787,554  79,821  3.83% 2,852,328  65,284  4.62% 2,909,277  53,827  3.73%

Other assets

  329,508        331,239        352,643        330,003      

Total assets

 $3,239,448       $3,118,793       $3,204,971       $3,239,280      
              

Liabilities and stockholders' equity

                              

Interest-bearing deposits

              

Demand deposits

 $689,226  $85  0.02% $639,809  $99  0.02% $689,823  $60  0.02% $689,149  $57  0.02%

Savings deposits

 888,062  200  0.03% 807,863  217  0.04% 844,459  1,790  0.43% 888,371  133  0.03%

Time deposits

  331,808   1,003  0.40%  395,465   1,919  0.65%  276,752   798  0.58%  339,186   718  0.43%

Total interest-bearing deposits

 1,909,096  1,288  0.09% 1,843,137  2,235  0.15% 1,811,034  2,648  0.29% 1,916,706  908  0.10%

Borrowings

              

Retail repurchase agreements

 2,161 1 0.07% 1,179 1 0.07% 1,889 1 0.06% 2,050 1 0.08%

Federal funds purchased

 5,326 135 5.11% - - - 

Total borrowings

 2,161 1 0.07% 1,179 1 0.07% 7,215 136 3.80% 2,050 1 0.08%

Total interest-bearing liabilities

  1,911,257   1,289   0.09%  1,844,316   2,236   0.16%  1,818,249   2,784  0.31%  1,918,756   909  0.10%

Noninterest-bearing demand deposits

 864,119       809,128       889,253       855,321      

Other liabilities

  39,487        37,871        38,204        38,529      

Total liabilities

 2,814,863       2,691,315       2,745,706       2,812,606      

Stockholders' equity

  424,585        427,478        459,265        426,674      

Total liabilities and stockholders' equity

 $3,239,448       $3,118,793       $3,204,971       $3,239,280      

Net interest income, FTE(1)

    $82,376       $77,585        $62,500       $52,918    

Net interest rate spread

       3.75%       3.67%       4.31%       3.64%

Net interest margin, FTE(1)

       3.78%       3.72%       4.42%       3.67%

 


(1)

Interest income and average yield/rate are presented on a FTE, non-GAAP, basis using the federal statutory income tax rate of 21%.

(2)

Nonaccrual loans are included in the average balance; however, no related interest income is recorded during the period of nonaccrual.

(3)

Interest on loans includes non-cash and accelerated purchase accounting accretion of $2.22$1.08 million and $3.45$1.74 million for the ninefirst six months ended SeptemberJune 30, 20222023 and 2021,2022, respectively.

  

3841

 

The following table presents the impact to net interest income on a FTE basis due to changes in volume (change in average volume times the prior year’s average rate), rate (average rate times the prior year’s average volume), and rate/volume (average volume times the change in average rate), for the periods indicated:

 

 

Three Months Ended

 

Nine Months Ended

  

Three Months Ended

 

Six Months Ended

 
 

September 30, 2022 Compared to 2021

 

September 30, 2022 Compared to 2021

  

June 30, 2023 Compared to 2022

 

June 30, 2023 Compared to 2022

 
 

Dollar Increase (Decrease) due to

  

Dollar Increase (Decrease) due to

  

Dollar Increase (Decrease) due to

  

Dollar Increase (Decrease) due to

 
       

Rate/

          

Rate/

          

Rate/

          

Rate/

   

(Amounts in thousands)

 

Volume

  

Rate

  

Volume

  

Total

  

Volume

  

Rate

  

Volume

  

Total

  

Volume

  

Rate

  

Volume

  

Total

  

Volume

  

Rate

  

Volume

  

Total

 

Interest earned on(1)

 

Interest earned on(1)

 

Loans

 $6,424  $(2,327) $(2,784) $1,313  $4,354  $(4,915) $(275) $(836) $6,672  $5,153  $(5,542) $6,283  $5,532  $3,380  $371  $9,283 

Securities available-for-sale

 4,180  (67) (2,789) 1,324  3,064  (145) (279) 2,640  423  507  (428) 502  1,205  424  213  1,842 

Interest-bearing deposits with other banks

  (353)  9,018   (7,359)  1,306   (144)  3,046   (862)  2,040   (1,273)  8,976   (7,587)  116   (903)  10,897   (9,662)  332 

Total interest earning assets

 10,251  6,624  (12,932) 3,943  7,274  (2,014) (1,416) 3,844  5,822  14,636  (13,557) 6,901  5,834  14,701  (9,078) 11,457 
  

Interest paid on

  

Demand deposits

 5  (2) (2) 1  8  (20) (2) (14) 1  9  (5) 5  ��-  3  -  3 

Savings deposits

 14  (2) (8) 4  22  (35) (4) (17) (5) 2,567  (1,323) 1,239  (7) 1,750  (86) 1,657 

Time deposits

 (267) (625) 625  (267) (309) (723) 116  (916) (96) 730  (370) 264  (132) 260  (48) 80 

Federal funds purchased

 -  -  76  76  -  -  135  135 

Retail repurchase agreements

 (1) -  -  (1) -  -  -  -  -  -  -  -  -  -  -  - 

Wholesale repurchase agreements

 -  -  -  -  -  -  -  - 

FHLB advances and other borrowings

  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 

Total interest-bearing liabilities

 (249) (629) 615  (263) (279) (778) 110  (947) (100) 3,306  (1,622) 1,584  (139) 2,013  1  1,875 
  

Change in net interest income(1)

 $10,500  $7,253  $(13,547) $4,206  $7,553  $(1,236) $(1,526) $4,791 

Change in net interest income(1)

 $5,922  $11,330  $(11,935) $5,317  $5,973  $12,688  $(9,079) $9,582 

 


(1)

FTE basis based on the federal statutory rate of 21%. 

 

39

Three-Month Comparison. Net interest income comprised 74.68%78.91% of total net interest and noninterest income in the thirdsecond quarter of 20222023 compared to 74.25%75.68% in the same quarter of 2021.2022. Net interest income on a GAAP basis increased $4.2$5.32 million, or 16.69%19.29%, compared to an increase of $4.21$5.31 million, or 16.66%19.22%, on a FTE basis. The net interest margin on a FTE basis increased 4570 basis points and the net interest spread on a FTE basis increased 4857 basis points. The increase was primarily driven by increases in both average balances and rates for loans and securities available for sale.  The average balance for loans increased earnings$296.63 million, while the yield increased 45 basis points resulting in a tax effected increase in interest on loans of $6.28 million compared to 2022.  The average balance for securities available for sale increased $37.44 million and the yield increased 37 basis points resulting in a tax effected increase to interest on securities and overnight funds and a decrease in the costavailable for sale of time deposits.$502 thousand compared to 2022.

 

Average earning assets increased $94.82$19.46 million, or 3.37%0.66%, primarily due to an increaseincrease in both theaverage loans and average securities available for sale and loan portfolios.  Securities available for sale increased $221.37 million, or 276.72%, due to recent purchases of $264.96 millionas noted above.  The increase in the first nine months of 2022.  In addition, average loans increased $184.95 million, or 8.60%, primarily due to strong levels of loan demandand deposits was offset by a decrease in all categories.  Averageaverage interest-bearing deposits decreased $311.50  million, or 53.09%.with banks of $314.61 million. The yield on earning assets increased 4291 basis points, or 11.51%,23.70% primarily due an increase in rates as compared to the increase in yield on overnight funds due to the Federal Open Market Committee's incremental increase in the fed funds ratesame period of 300 basis points throughout 2022. The average loan to deposit ratio increased to 84.11%91.92% from 80.20%81.20% reported in the same quarter of 2021.2022. Non-cash accretion income decreased $522increased slightly to $884 thousand or 51.73%.from $870 thousand reported in the same quarter of 2022.

 

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, increased $39.19decreased $63.90 million, or 2.11%3.31%, primarily due to a decrease in deposits. Time deposits decreased $49.33 million, or 14.88% and savings deposits decreased $34.06 million or 3.80%.  The decreases were offset by an increase in interest-bearing deposits.demand deposits of $13.97 million, or 2.00%.  The yield on interest-bearing liabilities decreased 6increased 34 basis points. Average interest-bearing deposits increased $37.85 million, or 2.04%.  Savings deposits increased $61.31 million, or 7.42%,points and interest-bearing demand deposits increased $38.14 million, or 5.86%.  Theseis primarily due to rate increases were offset by a decrease in time depositsthroughout 2022 and 2023. 

42

 

Nine-MonthSix-Month Comparison.  

Net interest income comprised 74.56%78.19% of total net interest and noninterest income infor the  ninesix months ended SeptemberJune 30, 20222023 compared to 75.48%74.49% in the same period of 2021.2022. Net interest income on a GAAP basis increased $4.80$9.57 million, or 6.21%18.17%, compared to an increase of $4.79$9.58 million, or 6.18%18.11%, on a FTE basis. The net interest margin on a FTE basis increased 675 basis points and the net interest spread on a FTE basis increased 867 basis points. As noted for the quarter increase, the nine-month periodThe increase was primarily driven by increases in both average balances and rates for loans and securities available for sale.  The average balance for loans increased earnings$245.48 million, while the yield increased 31 basis points resulting in a tax effected increase in interest on loans of $9.28 million compared to 2022.  The average balance for securities available for sale increased $106.22 million and the yield increased 40 basis points resulting in a tax effected increase to interest on securities and overnight funds and a decrease in the costavailable for sale of time deposits.

$1.84 million compared to 2022.

 

Average earning assets increased $122.39decreased $56.95 million, or 4.39%1.96%, primarily due to a decrease in interest-bearing deposits with banks of $408.65 million, or 88.67%.  This decrease was offset by an increase in both theaverage loans and average securities available for sale and loan portfolios.  Securities available for sale increased $159.08 million, or 192.67%, due to recent purchases of $264.96 million in the first nine months of 2022.  In addition, average loans increased $120.42 million, or 5.60%, primarily due to strong levels of loan demand in all categories.  Average interest-bearing deposits decreased $157.11 million, or 28.29%.as noted above.  The yield on earning assets increased 189 basis point for the nine month periodpoints, or 23.86%, primarily due to significant increase in rates as compared to 2021.the same period of 2022. The average loan to deposit ratio increased to 81.85%91.94% from 81.05%80.70% in the same periodquarter of 2021.2022. Non-cash accretion income decreased $1.23 million,$659 thousand, or 35.57%.

37.96% to $1.08 million.

 

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, increased $66.94decreased $100.51 million, or 3.63%5.24%, primarily due to an increasea decrease in interest-bearing deposits. Time deposits decreased $62.43 million, or 18.41% and savings deposits decreased $43.91 million or 4.94%.  The yield on interest-bearing liabilities decreased 7increased 21 basis points. Average interest-bearing deposits increased $65.96 million, or 3.58%.  Savings deposits increased $80.2 million, or 9.93%,points and interest-bearing demand deposits increased $49.42 million, or 7.72%.  Theseis primarily due to rate increases were offset by a decrease in time depositsthroughout 2022 and the first quarter of $63.66 million, or 16.10%.

2023. 

 

Provision for Credit Losses

 

Three-Month Comparison. The provision charged to operations increased $2.08$3.60 million, in the thirdsecond quarter of 20222023 compared to the same quarter of 2021.2022. Provision for credit losses for loans of $685 thousand was recorded in the third quarter of 2022 and was primarily attributable to loan growth. A recovery of provision of $1.39$4.11 million was recorded in the thirdsecond quarter of 2021 and was due2023 compared to significantly improvedthe provision of $510 thousand recorded in the same period of 2022.   The increase in provision is commensurate with changes in economic forecasts from pandemic provisioning.and growth in the loan portfolio associated with the acquisition of Surrey Bancorp on April 21, 2023. $1.61 million of the provision is attributable to day two provision for the Surrey portfolio.  There was no provision recorded for loan commitments during the second quarter of 2023.

 

Nine-MonthSix-Month Comparison. The provision charged to operations increased $10.78$3.38 million, forin the ninesix months ended Septemberof June 30, 20222023 compared to the same periodsix months ended of 2021.June 30, 2022. The Provision expense of $5.85 million was comprised of $6.08 million related to loans and a recovery of provision of $232 thousand for loan commitments.  Provision for credit losses for loans of $3.16 million was recorded for the first nine months of 2022 and was primarily attributable to loan growth. A recovery of provision of $7.63$6.08 million was recorded in the same periodsix months ended of 2021 and was dueJune 30, 2023 compared to significantly improvedthe provision of $2.47 million recorded in the six months ended of June 30, 2022.   The increase in provision is commensurate with changes in economic forecasts from pandemic provisioning.and growth in the loan portfolio associated with the acquisition of Surrey Bancorp on April 21, 2023.  As noted above, $1.61 million of the provision is attributable to day two provision for the Surrey portfolio.  

 

Noninterest Income

 

The following table presents the components of, and changes in, noninterest income for the periods indicated:

 

 

Three Months Ended

       

Nine Months Ended

       

Three Months Ended

       

Six Months Ended

      
 

September 30,

 

Increase

 

%

 

September 30,

 

Increase

 

%

  

June 30,

  

Increase

  

%

  

June 30,

  

Increase

  

%

 
 

2022

  

2021

  

(Decrease)

  

Change

  

2022

  

2021

  

(Decrease)

  

Change

  

2023

  

2022

  

(Decrease)

  

Change

  

2023

  

2022

  

(Decrease)

  

Change

 

(Amounts in thousands)

                                

Wealth management

 $932  $974  $(42) -4.31% $2,897  $2,913  $(16) -0.55% $965  $993  $(28) -2.82% $1,982  $1,965  $17  0.87%

Service charges on deposits

 3,689  3,599  90  2.50% 10,859  9,728  1,131  11.63% 3,471  3,672  (201) -5.47% 6,630  7,170  (540) -7.53%

Other service charges and fees

 2,988  3,143  (155) -4.93% 9,302  9,331  (29) -0.31% 3,460  3,297  163  4.94% 6,542  6,314  228  3.61%

Divestiture Gain

 1,658 - 1,658 - 1,658 - 1,658 - 

Gain on sale of securities

 (28) -  (28) N/M  (21) -  (21) N/M 

Other operating income

  683   1,004   (321) -31.97%  3,282   3,114   168  5.39%  917   892   25  2.80%  2,235   2,599   (364) -14.01%

Total noninterest income

 $9,950  $8,720  $1,230  14.11% $27,998  $25,086  $2,912  11.61% $8,785  $8,854  $(69) -0.78% $17,368  $18,048  $(680) -3.77%

 

Three-Month Comparison. Noninterest income comprised 25.32%21.09% of total net interest and noninterest income in the thirdsecond quarter of 20222023 compared to 25.75%24.32% in the same quarter of 2021.2022. Noninterest income increased $1.23 milliondecreased $69 thousand or 14.11%0.78%.  The increasedecrease is primarily driven by a $201 thousand decrease in services charges on deposits compared to the $1.66 millionsame quarter of 2022 The decrease in service charges on deposits was primarily driven by a decrease in the volume of overdraft fees.  The decrease in service charges on deposits was offset by an increase in other services charges and fees of $163 thousand from the same period of  2022.  The increase in other service charges and fees was primarily driven by an increase in interchange income.

Six-Month Comparison. Noninterest income comprised 21.81% of total net interest and noninterest income in the six months ended of June 30, 2023 compared to 25.51% in the six months ended of June 30, 2022. Noninterest income decreased $680 thousand or 3.77%.  The decrease was primarily driven by a $540 thousand decrease in service charges on deposits compared to the same period of 2022 and was primarily the result of a decrease in the volume of overdraft fees.  In addition, the decrease in noninterest income was the result of  a $394 thousand gain realized during the quarter for the Emporia Branch Sale.sale of bank-owned property reported in other operating income in the six months ended of June 30, 2022.  The decreases were offset by an increase in other service charges of  $228 thousand compared to the six months ended of June 30, 2022.  The increase in other service charges was primarily driven by an increase in interchange income.

 

4043

 

Nine-Month Comparison. Noninterest income comprised 25.44% of total net interest and noninterest income for the first nine months of 2022 compared to 24.52% in the same period of 2021.  Noninterest income increased $2.91 million or 11.61%.  A gain $1.66 million was realized during the quarter for the sale of the Emporia, Virginia branch. Service charges on deposits increased $1.13 million, or 11.63%, compared with the same period of 2021.  The increases are primarily attributable to increased customer activity compared to the activity levels experienced during 2021.

Noninterest Expense

 

The following table presents the components of, and changes in, noninterest expense for the periods indicated:

 

 

Three Months Ended

       

Nine Months Ended

       

Three Months Ended

       

Six Months Ended

      
 

September 30,

 

Increase

 

%

 

September 30,

 

Increase

 

%

  

June 30,

  

Increase

  

%

  

June 30,

  

Increase

  

%

 
 

2022

  

2021

  

(Decrease)

  

Change

  

2022

  

2021

  

(Decrease)

  

Change

  

2023

  

2022

  

(Decrease)

  

Change

  

2023

  

2022

  

(Decrease)

  

Change

 

(Amounts in thousands)

                                

Salaries and employee benefits

 $12,081  $10,646  $1,435  13.48% $35,270  $31,746  $3,524  11.10% $12,686  $11,518  $1,168  10.14% $24,281  $23,189  $1,092  4.71%

Occupancy expense

 1,188  1,155  33  2.86% 3,622  3,545  77  2.17% 1,276  1,165  111  9.53% 2,444  2,434  10  0.41%

Furniture and equipment expense

 1,478  1,385  93  6.71% 4,588  4,209  379  9.00% 1,508  1,496  12  0.80% 2,909  3,110  (201) -6.46%

Service fees

 1,635  1,530  105  6.86% 5,701  4,378  1,323  30.22% 2,284  2,563  (279) -10.89% 4,303  4,066  237  5.83%

Advertising and public relations

 718  536  182  33.96% 1,835  1,487  348  23.40% 846  577  269  46.62% 1,489  1,117  372  33.30%

Professional fees

 208  313  (105) -33.55% 1,205  1,069  136  12.72% 281  544  (263) -48.35% 608  997  (389) -39.02%

Amortization of intangibles

 365  365  -  0.00% 1,082  1,082  -  0.00% 425  360  65  18.06% 659  717  (58) -8.09%

FDIC premiums and assessments

 321  216  105  48.61% 796  619  177  28.59% 423  257  166  64.59% 743  475  268  56.42%

Divestiture expense

 153 - 153 - 153 - 153 - 

Merger expense

 2,014  -  2,014  -  2,393  -  2,393  - 

Other operating expense

  2,998   2,690   308  11.45%  8,134   8,882   (748) -8.42%  2,928   2,775   153  5.51%  5,655   5,136   519  10.11%

Total noninterest expense

 $21,145  $18,836  $2,309  12.26% $62,386  $57,017  $5,369  9.42% $24,671  $21,255  $3,416  16.07% $45,484  $41,241  $4,243  10.29%

 

Three-Month Comparison. Noninterest expense increased $2.31$3.42 million, or 12.26%16.07%, in the thirdsecond quarter of 20222023 compared to the same quarter of 2021.2022. The Company recorded merger expenses of $2.01 million for the quarter related to the Surrey Bancorp acquisition.  Also, contributing to the overall increase, was largely attributable to an increase in salaries and employee benefits of $1.44$1.17 million, or 13.48%.  Early in the first quarter of 2022, the Company implemented annualized wage increases of approximately $2.5 million as part of its strategic initiative to enhance Human Capital Management, which included an increased minimum wage.  Other operating expense increased $308 thousand, or 11.45%10.14%.  The increase in salaries and benefits is primarilypartly attributable to a $310 thousand increase in the provision for off-balance sheet credit losses.  Other increases occurred in advertising and public relationsacquisition of $182 thousand and divestiture expense of $153 thousand.Surrey Bankcorp.

 

Nine-MonthSix-Month Comparison. Noninterest expense increased $5.37$4.24 million, or 9.42%10.29%, in the first ninesix months ended of 2022June 30, 2023 compared to the same periodsix months ended of 2021. As inJune 30, 2022. The Company recorded merger expenses of $2.39 million for the quarter,first six months of 2023 related to the Surrey Bancorp acquisition.  Also, contributing to the overall increase, was largely attributable to an increase in salaries and employee benefits of $3.52$1.09 million, or 11.10%4.71%.  The increase in salaries and benefits is due to wage increases implemented in the first quarter as part of the Company's strategic initiative to enhance Human Capital Management, which included an increased minimum wage.  In addition, service fees increased $1.32 million, or 30.22% primarily due to an increase in core processing expense.  These increases were offset by a decrease in other operating expense of $748 thousand, or 8.42%.  The decrease is primarilypartly attributable to the 2021 write-downacquisition of bank property of $781 thousand.Surrey Bankcorp.

 

Income Tax Expense

 

The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies.

 

Three-Month Comparison. Income tax expense increased $295decreased $366 thousand, or 7.73%10.69% and was primarily due to the decrease in pre-tax income.  The effective tax rate increased to 23.54%23.75% in the thirdsecond quarter of 20222023 from 23.23%23.39% in the same quarter of 2021.2022. 

 

Nine-MonthSix-Month Comparison. Income tax expense decreased $1.90 million,increased $407 thousand, or 15.45%6.45% and was primarily due to the decreaseincrease in pre-tax income.  The effective tax rate increased 13 basis points to 23.41% for the first nine months of 2022  compared to 23.28%23.72% in the same periodsix months ended of 2021.June 30, 2023 from 23.33% in the six months ended of June 30, 2022. 

 

Non-GAAP Financial Measures 

 

In addition to financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures that management believes provide investors with important information useful in understanding our operational performance and comparing our financial measures with other financial institutions. The non-GAAP financial measure presented in this report includes net interest income on a FTE basis. We believe FTE basis is the preferred industry measurement of net interest income and provides better comparability between taxable and tax exempt amounts. We use this non-GAAP financial measure to monitor net interest income performance and to manage the composition of our balance sheet. The FTE basis adjusts for the tax benefits of income from certain tax exempt loans and investments using the federal statutory rate of 21%. While we believe certain non-GAAP financial measures enhance understanding of our business and performance, they are supplemental and not a substitute for, or more important than, financial measures prepared on a GAAP basis. Our non-GAAP financial measures may not be comparable to those reported by other financial institutions. The reconciliations of non-GAAP to GAAP measures are presented below.

 

4144

 

The following table reconciles net interest income and margin, as presented in our consolidated statements of income, to net interest income on a FTE basis for the periods indicated:

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 

(Amounts in thousands)

                

Net interest income, GAAP

 $29,342  $25,146  $82,042  $77,242  $32,862  $27,547  $62,274  $52,700 

FTE adjustment(1)

  116   106   334   343 

FTE adjustment(1)

  112   110   226   218 

Net interest income, FTE

  29,458   25,252   82,376   77,585   32,974   27,657   62,500   52,918 
  

Net interest margin, GAAP

 3.99% 3.54% 3.77% 3.70% 4.46% 3.77% 4.39% 3.66%

FTE adjustment(1)

  0.02%  0.02%  0.01%  0.02%

FTE adjustment(1)

  0.02%  0.01%  0.03%  0.01%

Net interest margin, FTE

  4.01%  3.56%  3.78%  3.72%  4.48%  3.78%  4.42%  3.67%

 

(1) FTE basis of 21%.

 

Financial Condition

 

Total assets as of SeptemberJune 30, 2022, decreased $33.722023, increased $255.87 million, or 1.06%8.16%, from December 31, 2021.2022.  Total liabilities increased $179.13 million, or 6.60%, and stockholders' equity increased $76.74 million or 18.18%.  The decreaseprimary driver for the change in the balance sheet components was the acquisition of Surrey Bancorp on April 21, 2023.  Total assets wasof $466.25 million were acquired in the transaction increasing the Company's consolidated assets to $3.39 billion,  In addition, the Company issued 2.99 million common shares in the purchase resulting in an increase in capital of $71.37 million.  The purchase transaction created $14.38 million in goodwill and $12.7 million in other intangible assets.  Other major balance sheet components impacted by the transaction were an increase to loans of $239.08 million and an increase of $403.64 million in deposits.

Excluding the Surrey transaction, total assets decreased $224.76 million primarily driven bydue to a decrease in overnight fundscash and cash equivalents of $454.9 million, or 72.55%.  The decrease in overnight funds was offset by an increase in available-for-sale debt securities of $223.33 million, or 292.73%, and an increase in loans of $197.16 million, or 9.10%.$194.89 million.  Total liabilities decreased $18.20$230.13 million or 0.66%, as of September 30, 2022, from December 31, 2021.  The decrease in liabilities wasexcluding the Surrey transaction primarily driven bydue to a decrease in total deposits of $19.17 million, or 0.70%.  The decrease in deposits was primarily due to the $61.05 million divestiture of deposits in the Emporia branch sale offset by an increase in deposits of $41.88 million excluding the effect of the Emporia Branch Sale. $229.78 million.

 

Investment Securities

 

Our investment securities are used to generate interest income through the employment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral where required. The composition of our investment portfolio changes from time to time as we consider our liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.

 

Available-for-sale debt securities as of SeptemberJune 30, 2022,2023, increased $223.33$14.02 million, or 292.73%4.67%, compared to December 31, 2021.2022.  The increase is due to the purchase of $264.96$54.27 million in securities primarily comprised of U. S. Treasury Notes, mortgage-backed securities, and corporate notes.Notes.  The purchases were offset by $19.86$25.79 million in maturities, prepayments, and calls.calls, as well as the sale of securities of $38.98 million.  Included in the sale of securities was the entire portfolio of Surrey with an acquired fair value of $20.93 million comprised primarily of U. S. Treasury Notes.  A loss of $28 thousand was recognized in the sale of the portfolio.  The market value of debt securities available for sale as a percentage of amortized cost was 93.22%94.53% as of SeptemberJune 30, 2022,2023, compared to 100.02%93.82% as of December 31, 2021.  The decrease in the market value of debt securities available for sale as a percentage of amortized cost is primarily attributable to the increasing rate environment since year-end 2021.2022.  

 

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security.  The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. U.S. Treasury Securities, Agency-Backed Securities including GNMA, FHLMC, FNMA, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United State Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities available for sale in an unrealized loss position as of SeptemberJune 30, 20222023 continue to perform as scheduled and we do not believe that a provision for credit losses is necessary.

 

Loans Held for Investment

 

Loans held for investment, which generates the largest component of interest income, are grouped into commercial, consumer real estate, and consumer and other loan segments. Each segment is divided into various loan classes based on collateral or purpose. 

 

4245

 

The following table presents loans, net of unearned income, with non-covered loans by loan class as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

September 30, 2021

  

June 30, 2023

  

December 31, 2022

  

June 30, 2022

 

(Amounts in thousands)

 

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

 

Loans held for investment

                          

Commercial loans

                          

Construction, development, and other land

 $109,104  4.62% $65,806  3.04% $56,466  2.62% $112,213  4.28% $117,174  4.88% $92,840  4.04%

Commercial and industrial

 148,024  6.26% 133,630  6.17% 133,923  6.22% 214,962  8.20% 150,428  6.27% 139,792  6.08%

Multi-family residential

 135,489  5.73% 100,402  4.64% 100,444  4.67% 164,017  6.26% 148,026  6.17% 124,274  5.40%

Single family non-owner occupied

 196,133  8.30% 198,778  9.18% 196,946  9.15% 228,363  8.71% 206,121  8.59% 195,113  8.48%

Non-farm, non-residential

 777,350  32.90% 707,506  32.67% 711,861  33.08% 904,777  34.52% 787,703  32.82% 752,369  32.72%

Agricultural

 10,537  0.45% 9,341  0.43% 9,784  0.45% 22,106  0.84% 12,032  0.50% 9,987  0.43%

Farmland

  12,127   0.51%  15,013   0.69%  17,614   0.82%  15,822   0.60%  11,779   0.49%  12,833   0.56%

Total commercial loans

 1,388,764  58.77% 1,230,476  56.82% 1,227,038  57.01% 1,662,260  63.41% 1,433,263  59.72% 1,327,208  57.71%

Consumer real estate loans

                          

Home equity lines

 77,424  3.28% 79,857  3.69% 83,079  3.86% 89,701  3.42% 75,642  3.15% 78,999  3.44%

Single family owner occupied

 726,780  30.76% 703,864  32.50% 684,930  31.83% 722,769  27.58% 734,540  30.61% 722,370  31.41%

Owner occupied construction

  14,602   0.62%  16,910   0.78%  25,551   1.19%  11,198   0.43%  10,366   0.43%  17,331   0.75%

Total consumer real estate loans

 818,806  34.66% 800,631  36.97% 793,560  36.88% 823,668  31.43% 820,548  34.19% 818,700  35.60%

Consumer and other loans

                          

Consumer loans

 151,022  6.39% 129,794  5.99% 126,578  5.88% 133,559  5.10% 144,582  6.02% 148,741  6.47%

Other

  4,141   0.18%  4,668   0.22%  4,927   0.23%  1,586   0.06%  1,804   0.07%  5,149   0.22%

Total consumer and other loans

  155,163   6.57%  134,462   6.21%  131,505   6.11%  135,145   5.16%  146,386   6.09%  153,890   6.69%

Total loans held for investment, net of unearned income

 2,362,733  100.00% 2,165,569  100.00% 2,152,103  100.00% 2,621,073  100.00% 2,400,197  100.00% 2,299,798  100.00%

Less: allowance for credit losses

  29,388      27,858      29,877      36,177      30,556      29,749    

Total loans held for investment, net of unearned income and allowance

 $2,333,345     $2,137,711     $2,122,226     $2,584,896     $2,369,641     $2,270,049    

 

Total loans as of SeptemberJune 30, 2022,2023, increased $197.16$220.88 million, or 9.10%9.20%, compared to December 31, 2021,2022, and was primarily due to the Surrey acquisition with increases in all three loan segments.loans acquired totaling $239.08 million.  The largest increase, $158.29 million, occurred in the commercial loan segment.   The increase was comprisedcomponents of increases of $69.84Surrey's portfolio included approximately $98.89 million in non-farm, non-residential real estate, $43.30loans, $61.47 million in construction, development,commercial and other land,industrial loans, and $35.09$23.03 million in multi-family categories.  Consumer and other loans increased $20.70 million and consumer real estate loans increased $18.18 million with the increase concentrated in thenon-owner occupied single family owner occupied category.  loans.

 

Risk Elements

 

We seek to mitigate credit risk by following specific underwriting practices and by ongoing monitoring of our loan portfolio. Our underwriting practices include the analysis of borrowers’ prior credit histories, financial statements, tax returns, and cash flow projections; valuation of collateral based on independent appraisers’ reports; and verification of liquid assets. We believe our underwriting criteria are appropriate for the various loan types we offer; however, losses may occur that exceed the reserves established in our allowance for loan losses. We track certain credit quality indicators that include: trends related to the risk rating of commercial loans, the level of classified commercial loans, net charge-offs, nonperforming loans, and general economic conditions. The Company's loan review function performs an independent credit analysis on a risk-based sample of commercial loan relationships annually, and performs a qualitative review of a sample of smaller commercial and retail loans.

 

Nonperforming assets consist of nonaccrual loans, accrual loans contractually past due 90 days or more, and modified loans past due 90 days or more, and OREO. Prior to the adoption of ASU 2022-02, unseasoned troubled debt restructurings (“TDRs”("TDRs"), and OREO. were included in nonperforming assets.  Ongoing activity in the classification and categories of nonperforming loans include collections on delinquencies, foreclosures, loan restructurings, and movements into or out of the nonperforming classification due to changing economic conditions, borrower financial capacity, or resolution efforts. 

 

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The following table presents the components of nonperforming assets and related information as of the periods indicated:

 

 

September 30, 2022

  

December 31, 2021

  

September 30, 2021

  

June 30, 2023

  

December 31, 2022

  

June 30, 2022

 

(Amounts in thousands)

                  

Nonperforming

                  

Nonaccrual loans

 $15,303  $20,768  $22,067  $18,628  $15,208  $17,826 

Accruing loans past due 90 days or more

 131  87  5  -  142  131 

TDRs(1)

  1,331   1,367   584 

Modified loans past due 90 days or more (1)

 - - - 

TDRs'(2)(3)

  -   1,346   515 

Total nonperforming loans

 16,765  22,222  22,656  18,628  16,696  18,472 

OREO

  559   1,015   1,240   339   703   579 

Total nonperforming assets

 $17,324  $23,237  $23,896  $18,967  $17,399  $19,051 
  
  

Additional Information

                  

Total Accruing TDRs(2)

 $7,028  $8,652  $8,185 

Total modified loans (1)

 $642 $- $- 

Total Accruing TDRs (3)

 $-  $7,112  $8,313 
  
  

Asset Quality Ratios:

                  

Nonperforming loans to total loans

 0.71% 1.03% 1.05% 0.71% 0.70% 0.80%

Nonperforming assets to total assets

 0.55% 0.73% 0.76% 0.56% 0.55% 0.58%

Allowance for credit losses to nonperforming loans

 175.29% 125.36% 131.87% 194.21% 183.01% 161.05%

Allowance for credit losses to total loans

 1.24% 1.29% 1.39% 1.38% 1.27% 1.29%

 


(1)ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.  ASU adopted effective January 1, 2023.

(1)(2)

TDRs restructured within the past six months and nonperforming TDRs exclude nonaccrual TDRs of $2.09 million, $1.80$1.22 million and $3.03$1.17 million for the periods ended  SeptemberDecember 31, 2022, and June 30, 2022, December 31, 2021, and September 30, 2021, respectively.  They are included in nonaccrual loans.loans as reported prior to the adoption of ASU 2022-02.

(2)(3)

Total accruing TDRs exclude nonaccrual TDRs of $1.48 million, $2.52$1.32 million and $3.60$1.43 million for the periods ended  SeptemberDecember 31, 2022, and June 30, 2022, December 31, 2021, and September 30, 2021, respectively.  They are included in nonaccrual loans.loans as reported prior to the adoption of ASU 2022-02.

 

Nonperforming assets as of SeptemberJune 30, 2022, decreased $5.912023, increased $1.57 million, or 25.45%9.01%, from December 31, 2021,2022, with the largest increase due to an increase in nonaccrual loans of $3.42 million.  The increase was offset by a decrease occurringof $1.35 million in nonaccrual TDRs that was reported in December 31, 2022.  The adoption of ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, on nonaccrual loans.  Nonaccrual loansJanuary 1, 2023, eliminated the accounting guidance for troubled debt restructurings by creditors as provided in ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors.  Therefore, the guidance applied prior to January 1, 2023, is no longer applicable.  OREO decreased $5.47 million, or 26.31%, non-performing TDR's decreased $36$364 thousand, or 2.63%,51.78% and OREOaccruing loans past due 90 days or more decreased $456$142 thousand or 44.93%.from year-end.  As of SeptemberJune 30, 2022,2023, nonaccrual loans were largely attributed to single family owner occupied (55%(53.36%), non-farm, non-residential (14.85%consumer loans (11.96%), and consumer loans (12.72%agricultural (7.98%). Certain loans included in the nonaccrual category have been written down to estimated realizable value or assigned specific reserves in the allowance for loan losses based on management’s estimate of loss at ultimate resolution.

 

Delinquent loans, comprised of loans 30 days or more past due and nonaccrual loans, totaled $27.41$31.09 million as of SeptemberJune 30, 2022,2023, a decreaseincrease of $5.70$1.41 million, or 17.21%4.75%, compared to $33.10$29.68 million as of December 31, 2021.2022. Delinquent loans as a percent of total loans totaled 1.16%1.19% as of SeptemberJune 30, 2022,2023, which includes past due loans (0.51%(0.48%) and nonaccrual loans (0.65%(0.71%).

 

4447

 

When restructuring loans for borrowers experiencing financial difficulty, we generally make concessions in interest rates, loan terms, or amortization terms. Certain TDRs are classifiedAs noted above, ASU 2022-02, eliminated and replaced the accounting guidance for borrowers experiencing financial difficulties previously applied under ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors.  ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, discloses loans for borrowers experiencing financial difficulty as nonperforming when modified and are returned to performingloans.  Total loans modified as of June 30, 2023, were $642 thousand.  As of June 30, 2023, the payment status after six months of satisfactory payment performance; however, these loans remain identified as impaired until full payment or other satisfaction of the obligation occurs. Accruing TDRs as of September 30, 2022, decreased $1.62 million, or 18.77%, to $7.03 million from December 31, 2021. Unseasoned, or loans restructured within the last six months, and nonperforming accruing TDRs as of September 30, 2022, decreased $36 thousand compared to December 31, 2021. Unseasoned and nonperforming accruing TDRs as a percent of total accruing TDRs totaled 18.94% as of September 30, 2022, compared to 15.81% as of December 31, 2021. There were no specific reserves related to TDRs as of September 30, 2022, or December 31, 2021.

The CARES Act included a provision allowing banks to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020, and the earlier of (i) December 31, 2021, or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Company elected to adopt this provision of the CARES Act.all current.     

 

OREO, which is carried at the lesser of estimated net realizable value or cost, decreased $456$364 thousand, or 44.93%51.78%, as of SeptemberJune 30, 2022,2023, compared to December 31, 2021,2022, and consisted of 106 properties with an average holding period of approximately 1219 months. The net loss on the sale of OREO totaled $422$41 thousand for the ninesix months ended SeptemberJune 30, 2022,2023, compared to $135a net loss of $421 thousand for the same period of the prior year. The following table presents the changes in OREO during the periods indicated:  

 

 

Nine Months Ended September 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2023

  

2022

 

(Amounts in thousands)

        

Beginning balance

 $1,015  $2,083  $703  $1,015 

Additions

 438  1,147  79  322 

Disposals

 (442) (1,738) (411) (325)

Valuation adjustments

  (452)  (252)  (32)  (433)

Ending balance

 $559  $1,240  $339  $579 

 

Allowance for Credit Losses

 

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. The Company’s measurement of credit losses policy adheres to GAAP as well as interagency guidance. The Company's ACL is calculated using collectively evaluated and individually evaluated loans.

 

​For collectively evaluated loans, the Company in general uses two modeling approaches to estimate expected credit losses. The Company projects the contractual run-off of its portfolio at the segment level and incorporates a prepayment assumption in order to estimate exposure at default. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

 

In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL. The Company utilized call report data to measure historical credit loss experience with similar risk characteristics within the segments. For the majority of segment models for collectively evaluated loans, the Company incorporated at least one macroeconomic driver either using a statistical regression modeling methodology or simple loss rate modeling methodology. 

 

4548

 

Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures.  Management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e. formulaic model results). Each period the Company considers qualitative factors that are relevant within the qualitative framework.  For further discussion of our Allowance for Credit Losses - See Note 1 - "Basis of Presentation - Significant Accounting Policies".

 

With the adoption of ASU 2016-13 effective January 1, 2021, the Company changed its method for calculating it allowance for loans from an incurred loss method to a life of loan method.  See Note 1 – "Basis of Presentation - Significant Accounting Policies" for further details. As of SeptemberJune 30, 2022,2023, the balance of the ACL for loans was $29.39$36.18 million, or 1.24%1.38% of total loans. The ACL at SeptemberJune 30, 2022,2023, increased $1.53$5.62 million from the balance of $27.86$30.56 million recorded at December 31, 2021.2022. This increase included a $3.16$6.08 million provision offset by net charge-offs for the ninesix months of $1.63$2.47 million. TheIncluded in the $6.08 million provision was primarily driven by loan growth ina day two provision of $1.61 million for Surrey loans.  In addition, $2.01 million was added to the first nine months of 2022.reserve for Surrey's purchased credit deteriorated loans.

 

At SeptemberJune 30, 2022,2023, the Company also had an allowance for unfunded commitments of $1.42 million$964 thousand which was recorded in Other Liabilities on the Balance Sheet.  During the first ninesix months of 2022,2023, the provisionCompany recorded a recovery for credit losses on unfunded commitments was $737of $232 thousand compared to a provision of $102$278 thousand  recorded in the same period of 2021.2022. 

 

Deposits

 

Total deposits as of SeptemberJune 30, 2022, decreased $19.172023, increased $173.86 million, or 0.70%6.49%, compared to December 31, 2021. Total2022.  The increase was primarily attributable to the acquisition of Surrey Bancorp.  The Company acquired $403.64 million in deposits divested in the Emporia Branch Sale to Benchmark totaled $61.05 million.  The divested deposits were composed of $18.38transaction; acquiring $158.39 million in demand $28.46accounts, $99.32 million in interest-bearing demand, $11.52$102.70 million in savings, and $2.69$43.23 million in time deposits.deposit accounts.  Excluding the effect ofSurrey transaction, deposits decreased $229.77 million with the branch sale, deposits increased $41.88 million. The increase was largely attributable to an increase in non-interest bearing demand of $54.02 million, or 6.41%, and an increaselargest decreases occurring in savings of $24.87$78.68 million, or 2.91%. Interest-bearing demand deposits also reflected growth with an increase of $10.42$55.56 million, or 1.54%. These increases were offset by a decrease inand time deposits of $47.43 million, or 13.37%.

Borrowings$53.79 million. 

 

Total borrowings in the form of retail repurchase agreements as of SeptemberJune 30, 2022, increased $4222023, decreased $526 thousand, or 27.47%28.07%, compared to December 31, 2021.2022.

 

Liquidity and Capital Resources

 

Liquidity

 

Liquidity is a measure of our ability to convert assets to cash or raise cash to meet financial obligations. We believe that liquidity management should encompass an overall balance sheet approach that draws together all sources and uses of liquidity. Poor or inadequate liquidity risk management may result in a funding deficit that could have a material impact on our operations. We maintain a liquidity risk management policy and contingency funding policy (“Liquidity Plan”) to detect potential liquidity issues and protect our depositors, creditors, and shareholders. The Liquidity Plan includes various internal and external indicators that are reviewed on a recurring basis by our Asset/Liability Management Committee (“ALCO”) of the Board of Directors. ALCO reviews liquidity risk exposure and policies related to liquidity management; ensures that systems and internal controls are consistent with liquidity policies; and provides accurate reports about liquidity needs, sources, and compliance. The Liquidity Plan involves ongoing monitoring and estimation of potentially credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows during a funding crisis. The liquidity model incorporates various funding crisis scenarios and a specific action plan is formulated, and activated, when a financial shock that affects our normal funding activities is identified. Generally, the plan will reflect a strategy of replacing liability outflows with alternative liabilities, rather than balance sheet asset liquidity, to the extent that significant premiums can be avoided. If alternative liabilities are not available, outflows will be met through liquidation of balance sheet assets, including unpledged securities.

 

4649

 

As a financial holding company, the Company’s primary source of liquidity is dividends received from the Bank, which are subject to certain regulatory limitations. Other sources of liquidity include cash, investment securities, and borrowings. As of SeptemberJune 30, 2022,2023, the Company’s cash reserves and short-term investment securities totaled $10.54$7.14 million and $43.32$28.35 million, respectively. The Company’s cash reserves and investments provide adequate working capital to meet obligations for the next twelve months.

 

In addition to cash on hand and deposits with other financial institutions, we rely on customer deposits, cash flows from loans and investment securities, and lines of credit from the FHLB and the Federal Reserve Bank (“FRB”) Discount Window to meet potential liquidity demands. These sources of liquidity are immediately available to satisfy deposit withdrawals, customer credit needs, and our operations. Secondary sources of liquidity include approved lines of credit with correspondent banks and unpledged available-for-sale securities. As of SeptemberJune 30, 2022,2023, our unencumbered cash totaled $229.10$152.66 million, unused borrowing capacity from the FHLB totaled $422.61$405.85 million, available credit from the FRB Discount Window totaled $6.08 million, available lines from correspondent banks totaled $90.00 million, and unpledged available-for-sale securities totaled $271.80$276.49 million.

 

Capital Resources

 

We are committed to effectively managing our capital to protect our depositors, creditors, and shareholders. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations. Total stockholders’ equity as of SeptemberJune 30, 2022, decreased $15.522023, increased $76.74 million, or 3.63%18.18%, to $412.26$498.72 million from $427.78$421.99 million as of December 31, 2021.2022. The change in stockholders’ equity was largely due to the acquisition of Surrey Bancorp.  The Company issued 2.99 million shares of common stock in the transaction resulting in an increase to capital of $71.37 million.  In addition, capital increased due to net income of $34.08$21.60 million offsetand by other comprehensive lossincome of $17.48 million, the repurchase of 650,907 shares of our common stock totaling $19.42 million, and$1.26 million.  The increases were offset by dividends declared on our common stock of $13.81 million.   In accordance with current regulatory guidelines, accumulated other comprehensive income/(loss) is largely excluded from stockholders’ equity in$10.27  million and the calculationrepurchase of our capital ratios. Our bookcommon stock totaling $7.69 million.  Book value per common share decreased $0.01, or 0.04%, to $25.33 asat June 30, 2023, was $26.29, a increase of September 30, 2022,$0.28 from $25.34 as of December 31, 2021.year-end 2022.

 

Capital Adequacy Requirements

 

Risk-based capital guidelines, issued by state and federal banking agencies, include balance sheet assets and off-balance sheet arrangements weighted by the risks inherent in the specific asset type. Our current risk-based capital requirements are based on the international capital standards known as Basel III. A description of the Basel III capital rules is included in Part I, Item 1 of the 20212022 Form 10-K. Our current required capital ratios are as follows:

 

 

4.5% Common Equity Tier 1 capital to risk-weighted assets (effectively 7.00% including the capital conservation buffer)

 

6.0% Tier 1 capital to risk-weighted assets (effectively 8.50% including the capital conservation buffer)

 

8.0% Total capital to risk-weighted assets (effectively 10.50% including the capital conservation buffer)

 

4.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)

 

The following table presents our capital ratios as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 
 

Company

  

Bank

  

Company

  

Bank

  

Company

  

Bank

  

Company

  

Bank

 
                  

Common equity Tier 1 ratio

 13.09%  11.70%  14.39%  13.37%  14.38%  12.50%  13.37%  11.69% 

Tier 1 risk-based capital ratio

 13.09%  11.70%  14.39%  13.37%  14.38%  12.50%  13.37%  11.69% 

Total risk-based capital ratio

 14.34%  12.95%  15.65%  14.62%  15.64%  13.76%  14.62%  12.94% 

Tier 1 leverage ratio

 9.53%  8.53%  9.65%  8.94%  11.15%  9.69%  10.17%  8.79% 

 

Our risk-based capital ratios as of SeptemberJune 30, 2022, decreased2023, increased from December 31, 2021,2022, primarily due to an increase in our risk-weighted assets.capital. The increase in risk-weighted assetscapital was primarily due to the increaseacquisition of Surrey and the issuance of 2.99 million shares of common stock in total loans as well asthe transaction resulting in an increase in available for sale debt securities from year-end 2021.to capital of $71.37 million.  As of SeptemberJune 30, 2022,2023, we continued to meet all capital adequacy requirements and were classified as well-capitalized under the regulatory framework for prompt corrective action. Management believes there have been no conditions or events since those notifications that would change the Bank’s classification. Additionally, our capital ratios were in excess of the minimum standards under the Basel III capital rules as of SeptemberJune 30, 2022.2023.

 

4750

 

Off-Balance Sheet Arrangements

 

We extend contractual commitments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. Our exposure to credit loss in the event of nonperformance by other parties to financial instruments is the same as the contractual amount of the instrument. The following table presents our off-balance sheet arrangements as of the dates indicated:

 

 

September 30, 2022

  

December 31, 2021

  

June 30, 2023

  

December 31, 2022

 

(Amounts in thousands)

            

Commitments to extend credit

 $302,765  $272,447  $313,233  $278,926 

Standby letters of credit and financial guarantees (1)

  129,527   153,717   116,583   119,681 

Total off-balance sheet risk

 $432,292  $426,164  $429,816  $398,607 
 

Allowance for unfunded commitments

 $1,416  $678 

 

(1)

Includes FHLB letters of credit

 

Market Risk and Interest Rate Sensitivity

 

Market risk represents the risk of loss due to adverse changes in current and future cash flows, fair values, earnings, or capital due to movements in interest rates and other factors. Our profitability is largely dependent upon net interest income, which is subject to variation due to changes in the interest rate environment and unbalanced repricing opportunities. We are subject to interest rate risk when interest-earning assets and interest-bearing liabilities reprice at differing times, when underlying rates change at different levels or in varying degrees, when there is an unequal change in the spread between two or more rates for different maturities, and when embedded options, if any, are exercised. ALCO reviews our mix of assets and liabilities with the goal of limiting exposure to interest rate risk, ensuring adequate liquidity, and coordinating sources and uses of funds while maintaining an acceptable level of net interest income given the current interest rate environment. ALCO is also responsible for overseeing the formulation and implementation of policies and strategies to improve balance sheet positioning and mitigate the effect of interest rate changes.

 

In order to manage our exposure to interest rate risk, we periodically review internal simulation and third-party models that project net interest income at risk, which measures the impact of different interest rate scenarios on net interest income, and the economic value of equity at risk, which measures potential long-term risk in the balance sheet by valuing our assets and liabilities at fair value under different interest rate scenarios. Simulation results show the existence and severity of interest rate risk in each scenario based on our current balance sheet position, assumptions about changes in the volume and mix of interest-earning assets and interest-bearing liabilities, and estimated yields earned on assets and rates paid on liabilities. The simulation model provides the best tool available to us and the industry for managing interest rate risk; however, the model cannot precisely predict the impact of fluctuations in interest rates on net interest income due to the use of significant estimates and assumptions. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes; changes in market conditions and customer behavior; and changes in our strategies that management might undertake in response to a sudden and sustained rate shock.

 

As of SeptemberJune 30, 2022,2023, the Federal Open Market Committee had set the benchmark federal funds rate to a range of 300475 to 325525 basis points.  The level of benchmark interest rates at year-end 2021, rendered a complete downward shock of 100 and 200 basis points meaningless; accordingly, a downward rate scenario is only presented for the current period.   In the downward rate shock presented, benchmark interest rates were assumed at levels with floors near 0%. The following table presents the sensitivity of net interest income from immediate and sustained rate shocks in various interest rate scenarios over a twelve-month period for the periods indicated.

 

  

September 30, 2022

  

December 31, 2021

 

Increase (Decrease) in Basis Points

 Change in Net Interest Income  Percent Change  Change in Net Interest Income  Percent Change 

(Dollars in thousands)

                

300

 $2,858   2.44% $14,960   14.90%

200

  1,859   1.59%  10,303   10.30%

100

  1,062   0.91%  5,502   5.50%

(100)

  (6,709)  -5.72%  N/A   N/A 

(200)

  (14,486)  -12.36%  N/A   N/A 

48

  

June 30, 2023

  

December 31, 2022

 

Increase (Decrease) in Basis Points

 Change in Net Interest Income  Percent Change  Change in Net Interest Income  Percent Change 

(Dollars in thousands)

                

200

 $796   0.6% $214   0.2%

100

  365   0.3%  79   0.6%

(100)

  (4,099)  (2.9)%  (5,644)  -4.5%

(200)

  (9,822)  (7.0)%  (12,849)  -10.4%

 

Inflation and Changing Prices

 

Our consolidated financial statements and related notes are presented in accordance with GAAP, which requires the measurement of results of operations and financial position in historical dollars. Inflation may cause a rise in price levels and changes in the relative purchasing power of money. These inflationary effects are not reflected in historical dollar measurements. The primary effect of inflation on our operations is increased operating costs. In management’s opinion, interest rates have a greater impact on our financial performance than inflation. Interest rates do not necessarily fluctuate in the same direction, or to the same extent, as the price of goods and services; therefore, the effect of inflation on businesses with large investments in property, plant, and inventory is generally more significant than the effect on financial institutions.

 

Astronomic federal government spending, growth in economic activity and demand for goods and services, alongside labor shortages and supply chain complications, have contributed to rising inflation. In response, the Federal Reserve Bank has begun raising interest rates and signaled that it will continue to raise rates, taper its purchase of mortgage and other bonds and reduce the size of the balance sheet over time. The timing and impact of inflation and rising interest rates on our business and related financial results will depend on future developments, which are highly uncertain and difficult to predict.

 

In anticipationMost LIBOR settings ceased to be published after June 30, 2023.  The Company had discontinued originating LIBOR-based variable rate loans in 2018 in favor of the potential discontinuance of the London Interbank Offered Rate (LIBOR) in 2023, theU. S. Treasury rates.  The Company has developed a LIBOR transition plan.  In 2018, the Company discontinued the use of LIBOR as asubstituted an alternative reference rate in new loan originations.  Additionally,published  by the Company has the abilityU. S. Treasury for any remaining loans tied to substitute an alternative referenced rate for most adjustable rate loans originated prior to 2018.LIBOR.

51

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

The information required in this item is incorporated by reference to “Market Risk and Interest Rate Sensitivity” in Item 2 of this Quarterly Report on Form 10-Q.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

In connection with this report, we conducted an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures under the Exchange Act Rule 13a-15(b). Based upon that evaluation, the CEO and CFO concluded that, as of SeptemberJune 30, 2022,2023, our disclosure controls and procedures were effective.

 

Disclosure controls and procedures are our Company’s controls and other procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions about required disclosure.

 

Management, including the CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or management’s override of the controls.

 

Changes in Internal Control over Financial Reporting

 

We assess the adequacy of our internal control over financial reporting quarterly and enhance our controls in response to internal control assessments and internal and external audit and regulatory recommendations. There were no changes in our internal control over financial reporting during the quarter ended SeptemberJune 30, 2022,2023, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.

OTHER INFORMATION

 

ITEM 1.

Legal Proceedings

 

We are currently a defendant in various legal actions and asserted claims in the normal course of business. Although we are unable to assess the ultimate outcome of each matter with certainty, we believe that the resolution of these actions should not have a material adverse effect on our financial position, results of operations, or cash flows.

 

ITEM 1A.

Risk Factors

 

The risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2021,2022, discuss potential events, trends, or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, access to capital resources, and, consequently, cause the market value of our common stock to decline. These risks could cause our future results to differ materially from historical results and expectations of future financial performance. If any of the risks occur and the market price of our common stock declines significantly, individuals may lose all, or part, of their investment in our Company. Individuals should carefully consider our risk factors and information included in our annual report on Form 10-K for the year ended December 31, 20212022 before making an investment decision. There may be risks and uncertainties that we have not identified or that we have deemed immaterial that could adversely affect our business; therefore, such risk factors are not intended to be an exhaustive list of all risks we face. There have been no material changes to the risk factors included in Part I, Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2021.2022.

  

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ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Not Applicable

 

(b)

Not Applicable

 

(c)

Issuer Purchases of Equity Securities

 

We repurchased  235,400During the second quarter of 2023 the Company purchased 279,567 shares of our commonits commons stock during the third quarter of 2022 compared to 277,386283,507 shares purchased during the same quarter of 2021.2022.    

 

The following table provides information about purchases of our common stock made by us or on our behalf by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act, during the periods indicated:

 

  

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of a Publicly Announced Plan

  

Maximum Number of Shares that May Yet be Purchased Under the Plan

 
                 

July 1-31, 2022

  89,700  $29.85   89,700   945,407 

August 1-31, 2022

  76,400   32.46   76,400   869,007 

September 1-30, 2022

  69,300   32.12   69,300   799,707 

Total

  235,400  $31.36   235,400     
  

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of a Publicly Announced Plan

  

Maximum Number of Shares that May Yet be Purchased Under the Plan

 
                 

April 1-30, 2023

  -  $-   -   744,497 

May 1-31, 2023

  124,100   25.00   124,100   620,397 

June 1-30, 2023

  155,467   29.51   155,467   464,930 

Total

  279,567  $27.51   279,567     

 

ITEM 3.

Defaults Upon Senior Securities

 

None.

 

ITEM 4.

Mine Safety Disclosures

 

None.

 

ITEM 5.

Other Information

 

(a) None. 


(b) No changes were made to the procedures by which security holders may recommend nominees to the Company's board of directors.


(c) During the quarter ended June 30, 2023, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

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ITEM 6.

Exhibits

 

2.1

Agreement and Plan of Reincorporation and Merger between First Community Bancshares, Inc. and First Community Bankshares, Inc., incorporated by reference to Appendix A of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2018, filed on March 13, 2018

2.2

Agreement and Plan of Merger between First Community Bankshares, Inc. and Highlands Bankshares, Inc., incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated and filed September 11, 20192019.

2.3Agreement and Plan of Merger between First Community Bankshares, Inc. and Surrey Bancorp, incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated and filed November 18, 2022.

3.1

Articles of Incorporation of First Community Bankshares, Inc., incorporated by reference to Appendix B of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2018, filed on March 13, 2018

3.2

Bylaws of First Community Bankshares, Inc., incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K dated and filed October 2, 2018

4.1

Description of First Community Bankshares, Inc. Common Stock, incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K dated and filed October 2, 2018

4.2

Form of First Community Bankshares, Inc. Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K dated and filed October 2, 2018

10.1.1**

First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000

10.1.2**

Amendment One to the First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1.1 of the Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed on May 7, 2004

10.2**

First Community Bancshares, Inc. 1999 Stock Option Agreement, incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 13, 2002

10.3**

First Community Bancshares, Inc. 2001 Nonqualified Director Stock Option Agreement, incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 14, 2002

10.6**

First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan, incorporated by reference to Appendix B of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2012, filed on March 7, 2012

10.7**

First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan Restricted Stock Grant Agreement, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated and filed May 28, 2013

10.8**

First Community Bancshares, Inc. Life Insurance Endorsement Method Split Dollar Plan and Agreement, incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000

10.9.1**

First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 30, 2008, filed on January 5, 2009;

10.9.2**

Amendment #1 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010

10.9.3**

Amendment #2 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 21, 2013, filed on February 25, 2013

 

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10.9.4**

Amendment #3 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.9.5**

Amendment #4 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.9.6*Amendment #5 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan.
10.9.7*Amendment #6 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan.

10.10**

Amended and Restated Deferred Compensation Plan for Directors of First Community Bancshares, Inc. and Affiliates, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2019, filed on December 19,2019

10.11.1**

First Community Bancshares, Inc. Amended and Restated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated August 22, 2006, filed on August 23, 2006, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.11.2**

Amendment #2 to the First Community Bancshares, Inc. Amended and Restated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017

10.12.1**

First Community Bancshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.12.2**

Amendment #2 to the First Community Bancshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016

10.13**

Employment Agreement between First Community Bancshares, Inc. and David D. Brown, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.15**

Employment Agreement between First Community Bancshares, Inc. and Gary R. Mills, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on April 16, 2015

10.16**

Employment Agreement between First Community Bancshares, Inc. and William P. Stafford, II, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on April 16, 2015

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101***

Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets as of SeptemberJune 30, 2022,2023, (Unaudited) and December 31, 2021;2022; (ii) Condensed Consolidated Statements of Income (Unaudited) for the three and ninesix months ended SeptemberJune 30, 20222023 and 2021;2022; (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and ninesix months ended SeptemberJune 30, 20222023 and 2021;2022; (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and ninesix months ended SeptemberJune 30, 20222023 and 2021;2022; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the ninesix months ended SeptemberJune 30, 20222023 and 2021;2022; and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104*The cover page of First Community Bankshares, Inc. Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2022,2023, formatted in Inline XBRL (included within the Exhibit 101 attachments).

 

*

Filed herewith

**

Indicates a management contract or compensation plan or agreement. These contracts, plans, or agreements were assumed by First Community Bankshares, Inc. in October 2018 in connection with First Community Bancshares, Inc., a Nevada corporation, merging with and into its wholly-owned subsidiary, First Community Bankshares, Inc., a Virginia corporation, pursuant to an Agreement and Plan of Reincorporation and Merger with First Community Bankshares, Inc. continuing as the surviving corporation.

***Submitted electronically herewith

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on  the 8th day of November, 2022.August 4, 2023.

 

  

First Community Bankshares, Inc.

(Registrant)

   
   
   
   
  

/s/ William P. Stafford, II

  

William P. Stafford, II

  

Chief Executive Officer

  

(Principal Executive Officer)

   
   
   
   
  

/s/ David D. Brown

  

David D. Brown

  

Chief Financial Officer

  

(Principal Accounting Officer)

 

 

 

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