UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022

or


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

For the transition period from____________ to___________

Commission File Number: 000-12896

OLD POINT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Virginia
 
54-1265373
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

101 East Queen Street, Hampton, Virginia 23669
(Address of principal executive offices) (Zip Code)

(757) 728-1200
(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
Name of each exchange on which registered
Common Stock, $5.00 par value
OPOF
The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

5,097,102 shares of common stock ($5.00 par value) outstanding as of May 5, 2022



OLD POINT FINANCIAL CORPORATION
 
FORM 10-Q
 
INDEX
 
PART I - FINANCIAL INFORMATION
 
 
Page
     
Item 1.
1
     
 
1
     
 
2
     
 
3
     
 
3
     
 
4
     
 
5
     
Item 2.
26
     
Item 3.
41
     
Item 4.
41
     
 
PART II - OTHER INFORMATION
 
     
Item 1.
42
     
Item 1A.
42
     
Item 2.
42
     
Item 3.
43
     
Item 4.
43
     
Item 5.
43
     
Item 6.
43
     
  44
 
i

GLOSSARY OF DEFINED TERMS

2021 Form 10-K
Annual Report on Form 10-K for the year ended December 31, 2021
ALLL
Allowance for Loan and Lease Losses
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
Bank
The Old Point National Bank of Phoebus
The CARES Act
The Coronavirus Aid, Relief, and Economic Security Act
CET1
Common Equity Tier 1
Company
Old Point Financial Corporation and its subsidiaries
CBB
Community Bankers Bank
CBLR
Community Bank Leverage Ratio Framework
COVID-19
Novel cornovirus disease 2019
EGRRCPA
Economic Growth, Regulatory Relief, and Consumer Protection Act
EPS
earnings per share
ESPP
Employee Stock Purchase Plan
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FHLB
Federal Home Loan Bank
FRB
Federal Reserve Bank
GAAP
Generally Accepted Accounting Principles
Incentive Stock Plan
Old Point Financial Corporation 2016 Incentive Stock Plan
NIM
Net Interest Margin
Notes
The Company’s 3.50% fixed-to-floating rate subordinated notes due 2031
OAEM
Other Assets Especially Mentioned
OREO
Other Real Estate Owned
PPP
Paycheck Protection Program
PPPLF
Paycheck Protection Program Liquidity Facility
SEC
Securities and Exchange Commission
SOFR
Secured overnight financing rate
TDR
Troubled Debt Restructuring
Trust
Old Point Trust & Financial Services N.A.

PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
 
Old Point Financial Corporation and Subsidiaries
Consolidated Balance Sheets

   
March 31,
   
December 31,
 
(dollars in thousands, except share data)
 
2022
   
2021
 
   
(unaudited)
       
Assets
           
             
Cash and due from banks
 
$
12,577
   
$
13,424
 
Interest-bearing due from banks
   
144,321
     
164,073
 
Federal funds sold
   
1,405
     
10,425
 
Cash and cash equivalents
   
158,303
     
187,922
 
Securities available-for-sale, at fair value
   
238,023
     
234,321
 
Restricted securities, at cost
   
1,389
     
1,034
 
Loans held for sale
   
2,010
     
3,287
 
Loans, net
   
845,714
     
833,661
 
Premises and equipment, net
   
31,472
     
32,134
 
Premises and equipment, held for sale
   
1,216
     
871
 
Bank-owned life insurance
   
28,370
     
28,168
 
Goodwill
   
1,650
     
1,650
 
Core deposit intangible, net
   
264
     
275
 
Other assets
   
16,974
     
14,832
 
Total assets
 
$
1,325,385
   
$
1,338,155
 
                 
Liabilities & Stockholders' Equity
               
                 
Deposits:
               
Noninterest-bearing deposits
 
$
385,150
   
$
421,531
 
Savings deposits
   
628,770
     
586,450
 
Time deposits
   
164,969
     
169,118
 
Total deposits
   
1,178,889
     
1,177,099
 
Overnight repurchase agreements
   
3,528
     
4,536
 
Federal Reserve Bank borrowings
   
-
     
480
 
Long term borrowings
   
29,440
     
29,407
 
Accrued expenses and other liabilities
   
5,429
     
5,815
 
Total liabilities
   
1,217,286
     
1,217,337
 
                 
Stockholders' equity:
               
Common stock, $5 par value, 10,000,000 shares authorized; 5,118,193 and 5,239,707 shares outstanding (includes 30,283 and 38,435 of nonvested restricted stock, respectively)
   
25,439
     
26,006
 
Additional paid-in capital
   
19,082
     
21,458
 
Retained earnings
   
73,036
     
71,679
 
Accumulated other comprehensive (loss) income, net
   
(9,458
)
   
1,675
 
Total stockholders' equity
   
108,099
     
120,818
 
Total liabilities and stockholders' equity
 
$
1,325,385
   
$
1,338,155
 

See Notes to Consolidated Financial Statements.
 
1

Old Point Financial Corporation and Subsidiaries
Consolidated Statements of Income

   
Three Months Ended
March 31,
 
(unaudited, dollars in thousands, except per share data)
 
2022
   
2021
 
Interest and Dividend Income:
           
Loans, including fees
 
$
9,184
   
$
9,954
 
Due from banks
   
73
     
43
 
Federal funds sold
   
1
     
-
 
Securities:
               
Taxable
   
989
     
770
 
Tax-exempt
   
209
     
181
 
Dividends and interest on all other securities
   
14
     
30
 
Total interest and dividend income
   
10,470
     
10,978
 
                 
Interest Expense:
               
Checking and savings deposits
   
176
     
215
 
Time deposits
   
361
     
584
 
Federal funds purchased, securities sold under agreements to repurchase and other borrowings
   
1
     
23
 
Long term borrowings
    295
      -
 
Total interest expense
   
833
     
822
 
Net interest income
   
9,637
     
10,156
 
Provision for loan losses
   
101
     
150
 
Net interest income after provision for loan losses
   
9,536
     
10,006
 
                 
Noninterest Income:
               
Fiduciary and asset management fees
   
1,072
     
1,027
 
Service charges on deposit accounts
   
722
     
649
 
Other service charges, commissions and fees
   
1,053
     
987
 
Bank-owned life insurance income
   
231
     
226
 
Mortgage banking income
   
220
     
1,188
 
Other operating income
   
217
     
57
 
Total noninterest income
   
3,515
     
4,134
 
                 
Noninterest Expense:
               
Salaries and employee benefits
   
6,422
     
6,227
 
Occupancy and equipment
   
1,161
     
1,202
 
Data processing
   
1,090
     
1,043
 
Customer development
   
93
     
78
 
Professional services
   
630
     
545
 
Employee professional development
   
264
     
141
 
Other taxes
   
213
     
251
 
ATM and other losses
   
14
     
139
 
Other operating expenses
   
826
     
932
 
Total noninterest expense
   
10,713
     
10,558
 
Income before income taxes
   
2,338
     
3,582
 
Income tax expense
   
307
     
570
 
Net income
 
$
2,031
   
$
3,012
 
                 
Basic Earnings per Share:
               
Weighted average shares outstanding
   
5,186,354
     
5,224,501
 
Net income per share of common stock
 
$
0.39
   
$
0.58
 
                 
Diluted Earnings per Share:
               
Weighted average shares outstanding
   
5,186,431
     
5,224,501
 
Net income per share of common stock
 
$
0.39
   
$
0.58
 

See Notes to Consolidated Financial Statements.

2

Old Point Financial Corporation
Consolidated Statements of Comprehensive (Loss) Income

   
Three Months Ended
March 31,
 
(unaudited, dollars in thousands)
 
2022
   
2021
 
             
Net income
 
$
2,031
   
$
3,012
 
Other comprehensive loss, net of tax
               
Net unrealized loss on available-for-sale securities
   
(11,133
)
   
(1,694
)
Other comprehensive loss, net of tax
   
(11,133
)
   
(1,694
)
Comprehensive (loss) income
 
$
(9,102
)
 
$
1,318
 

See Notes to Consolidated Financial Statements.

3


Old Point Financial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity

(unaudited, dollars in thousands, except share and per share data)
 
Shares of
Common
Stock
   
Common
Stock
   
Additional
Paid-in
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Total
 
THREE MONTHS ENDED MARCH 31, 2022
                         
                                     
Balance at December 31, 2021
   
5,201,272
   
$
26,006
   
$
21,458
   
$
71,679
   
$
1,675
   
$
120,818
 
Net income
   
-
     
-
     
-
     
2,031
     
-
     
2,031
 
Other comprehensive loss, net of tax
   
-
     
-
     
-
     
-
     
(11,133
)
   
(11,133
)
Employee Stock Purchase Plan share issuance
   
1,481
     
7
     
27
     
-
     
-
     
34
 
Common stock purchased
    (122,995 )     (615 )     (2,433 )     -       -       (3,048 )
Restricted stock vested
    8,152       41       (41 )     -       -       -  
Stock-based compensation expense
   
-
     
-
     
71
     
-
     
-
     
71
 
Cash dividends ($0.13 per share)
   
-
     
-
     
-
     
(674
)
   
-
     
(674
)
Balance at end of period
   
5,087,910
   
$
25,439
   
$
19,082
   
$
73,036
   
$
(9,458
)
 
$
108,099
 

THREE MONTHS ENDED MARCH 31, 2021
                         
                                     
Balance at December 31, 2020
   
5,194,443
   
$
25,972
   
$
21,245
   
$
65,859
   
$
4,069
 
$
117,145
 
Net income
   
-
     
-
     
-
     
3,012
     
-
     
3,012
 
Other comprehensive loss, net of tax
   
-
     
-
     
-
     
-
     
(1,694
)
   
(1,694
)
Employee Stock Purchase Plan share issuance
   
1,276
     
7
     
18
     
-
     
-
     
25
 
Stock-based compensation expense
   
-
     
-
     
61
     
-
     
-
     
61
 
Cash dividends ($0.12 per share)
   
-
     
-
     
-
     
(626
)
   
-
     
(626
)
Balance at end of period
   
5,195,719
   
$
25,979
   
$
21,324
   
$
68,245
   
$
2,375
 
$
117,923
 

See Notes to Consolidated Financial Statements.

4

Old Point Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows

   
Three Months Ended March 31,
 
(unaudited, dollars in thousands)
 
2022
   
2021
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
 
$
2,031
   
$
3,012
 
Adjustments to reconcile net income to net cash provided by operating activities:
         
Depreciation and amortization
   
514
     
538
 
Amortization of right of use lease asset
   
82
     
104
 
Accretion related to acquisition, net
   
(12
)
   
(4
)
Amortization of subordinated debt issuance costs
    33
      -
 
Provision for loan losses
   
101
     
150
 
Net amortization of securities
   
288
     
205
 
Decrease in loans held for sale, net
   
1,277
     
5,122
 
Income from bank owned life insurance
   
(231
)
   
(226
)
Stock compensation expense
   
71
     
61
 
Deferred tax (benefit)
   
-
     
(12
)
Decrease (increase) in other assets
   
764
     
(425
)
(Decrease) increase in accrued expenses and other liabilities
   
(386
)
   
5,667
 
Net cash provided by operating activities
   
4,532
     
14,192
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of available-for-sale securities
   
(26,118
)
   
(16,008
)
Proceeds from (purchase) redemption of restricted securities, net
   
(355
)
   
334
 
Proceeds from maturities and calls of available-for-sale securities
   
1,000
     
400
 
Proceeds from sales of available-for-sale securities
   
2,450
     
1,300
 
Paydowns on available-for-sale securities
   
4,586
     
3,850
 
Net (decrease) increase in loans held for investment
   
(12,131
)
   
28,624
 
Purchases of premises and equipment
   
(197
)
   
(126
)
Net cash (used in) provided by investing activities
   
(30,765
)
   
18,374
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
(Decrease) increase in noninterest-bearing deposits
   
(36,381
)
   
24,477
 
Increase in savings deposits
   
42,320
     
26,406
 
Decrease in time deposits
   
(4,149
)
   
(6,561
)
Decrease in federal funds purchased, repurchase agreements and other borrowings, net
   
(1,008
)
   
(1,765
)
Repayment of Federal Reserve Bank borrowings
   
(480
)
   
(17,555
)
Proceeds from ESPP issuance
   
34
     
25
 
Repurchase of common stock
    (3,048 )     -  
Cash dividends paid on common stock
   
(674
)
   
(626
)
Net cash (used in) provided by financing activities
   
(3,386
)
   
24,401
 
                 
Net (decrease) increase in cash and cash equivalents
   
(29,619
)
   
56,967
 
Cash and cash equivalents at beginning of period
   
187,922
     
120,437
 
Cash and cash equivalents at end of period
 
$
158,303
   
$
177,404
 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash payments for:
               
Interest
 
$
1,101
   
$
891
 
                 
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS
               
Unrealized (loss) gain on securities available-for-sale
 
$
(14,093
)
 
$
(2,144
)
Former bank property transferred from fixed assets to held for sale assets
 
$
345
   
$
902
 
Right of use lease asset and liability
 
$
-
   
$
1,277
 

See Notes to Consolidated Financial Statements.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Note 1. Description of Business and Summary of Significant Accounting Policies

THE COMPANY
Old Point Financial Corporation (NASDAQ: OPOF) (the Company) is a holding company that conducts substantially all of its operations through two wholly-owned subsidiaries, the Old Point National Bank of Phoebus (the Bank) and Old Point Trust & Financial Services N.A. (Trust). As of March 31, 2022, the Bank had 14 branch offices. The Bank offers a full range of deposit and loan products to its retail and commercial customers, including mortgage loan products offered through Old Point Mortgage. A full array of insurance products is also offered through Old Point Insurance, LLC in partnership with Morgan Marrow Company. Trust offers a full range of services for individuals and businesses. Products and services include retirement planning, estate planning, financial planning, estate and trust administration, retirement plan administration, tax services and investment management services.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company, the Bank, and Trust. All significant intercompany balances and transactions have been eliminated in consolidation.

BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. GAAP for interim financial information. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial position at March 31, 2022 and December 31, 2021, the statements of income, comprehensive income (loss), and changes in stockholders' equity for the three months ended March 31, 2022 and 2021, and the statements of cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2021 Form 10-K. Certain previously reported amounts have been reclassified to conform to current period presentation, none of which were material in nature.

ESTIMATES
In preparing Consolidated Financial Statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated balance sheets and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and evaluation of goodwill for impairment.

The COVID-19 pandemic has caused a significant disruption in economic activity worldwide, including in market areas served by the Company. Estimates for the allowance for loan losses at March 31, 2022 include probable and estimable losses related to the pandemic. While there have been signals of economic recovery and a resumption of many types of business activity, there remains significant uncertainty in the probable and estimable measurement of these losses. If there are further challenges to the economic recovery, then additional provision for loan losses may be required in future periods. It is unknown how long these conditions will last and what the ultimate financial impact will be to the Company. Depending on the severity and duration of the economic consequences of the pandemic, the Company’s goodwill may become impaired.

RECENT ACCOUNTING PRONOUNCEMENTS
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”  The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued multiple updates to ASU No. 2016-13 as codified in Topic 326, including ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11, ASU No. 2020-02, and ASU No. 2020-03.  These ASUs have provided for various minor technical corrections and improvements to the codification as well as other transition matters.  The new standard will be effective for the Company beginning on January 1, 2023.

6

The amendments of ASC 326, upon adoption, will be applied on a modified retrospective basis, with the cumulative effect of adopting the new standard being recorded as an adjustment to opening retained earnings in the period of adoption. The Company has established a committee to oversee the adoption of ASC 326. The Company has engaged a vendor to assist in modeling expected lifetime losses under ASC 326, gathered historical loan loss data for purposes of evaluating appropriate portfolio segmentation and modeling methods under the standard, performed procedures to validate the historical loan loss data to ensure its suitability and reliability for purposes of developing an estimate of expected credit losses under ASC 326, and is continuing to develop and refine an approach to estimating the allowance for credit losses. The adoption of ASC 326 will result in significant changes to the Company’s consolidated financial statements, which may include changes in the level of the allowance for credit losses that will be considered adequate, a reduction in total equity and regulatory capital of the Bank, differences in the timing of recognizing changes to the allowance for credit losses and expanded disclosures about the allowance for credit losses. The Company has not yet determined an estimate of the effect of these changes. The adoption of the standard will also result in significant changes in the Company’s internal control over financial reporting related to the allowance for credit losses.

In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” ASU No. 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU No. 2016-13) that introduced the current expected credit losses (CECL) model. The amendments eliminate the accounting guidance for troubled debt restructurings (TDRs) by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The amendments in this ASU should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs. An entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. For entities that have adopted ASU No. 2016-13, ASU No. 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted ASU No. 2016-13, the effective dates for ASU No. 2022-02 are the same as the effective dates in ASU No. 2016-13. Early adoption is permitted if an entity has adopted ASU No. 2016-13. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company is currently assessing the impact that ASU No. 2022-02 will have on its consolidated financial statements.

Other accounting standards that have been adopted by the Company or issued by the FASB or other standards-setting bodies have not or are not currently expected to have a material effect on the Company’s financial position, results of operations or cash flows.

Note 2. Securities

Amortized costs and fair values, with gross unrealized gains and losses, of securities available-for-sale as of the dates indicated are as follows:

   
March 31, 2022
 
(Dollars in thousands)
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
(Losses)
   
Fair
Value
 
U.S. Treasury securities
 
$
19,182
   
$
-
   
$
(1,287
)
 
$
17,895
 
Obligations of U.S. Government agencies
   
37,941
     
17
     
(711
)
   
37,247
 
Obligations of state and political subdivisions
   
72,566
     
249
     
(5,059
)
   
67,756
 
Mortgage-backed securities
   
90,968
     
101
     
(4,494
)
   
86,575
 
Money market investments
   
1,147
     
-
     
-
     
1,147
 
Corporate bonds and other securities
   
28,191
     
25
     
(813
)
   
27,403
 
   
$
249,995
   
$
392
   
$
(12,364
)
 
$
238,023
 

   
December 31, 2021
 
(Dollars in thousands)
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
(Losses)
   
Fair
Value
 
U.S. Treasury securities
 
$
15,052
   
$
-
   
$
(148
)
 
$
14,904
 
Obligations of U.S. Government agencies
   
38,651
     
75
     
(168
)
   
38,558
 
Obligations of state and political subdivisions
   
64,132
     
1,948
     
(277
)
   
65,803
 
Mortgage-backed securities
   
88,511
     
1,348
     
(801
)
   
89,058
 
Money market investments
   
2,413
     
-
     
-
     
2,413
 
Corporate bonds and other securities
   
23,441
     
261
     
(117
)
   
23,585
 
   
$
232,200
   
$
3,632
   
$
(1,511
)
 
$
234,321
 

7

The amortized cost and fair value of securities by contractual maturity are shown below.

   
March 31, 2022
 
(Dollars in thousands)
 
Amortized
Cost
   
Fair
Value
 
Due in one year or less
 
$
200
   
$
197
 
Due after one year through five years
   
16,646
     
16,333
 
Due after five through ten years
   
77,566
     
73,703
 
Due after ten years
   
154,436
     
146,643
 
Other securities, restricted
   
1,147
     
1,147
 
   
$
249,995
   
$
238,023
 

The Company did not realize any gains or losses on the sale of investment securities during the three months ended March 31, 2022 and 2021, respectively.

The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are deemed to be temporarily impaired as of March 31, 2022 and December 31, 2021, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of the dates indicated:

   
March 31, 2022
 

 
Less than 12 months
   
12 months or more
   
Total
 
(Dollars in thousands)
 
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
 
U.S. Treasury securities
  $ 1,287     $ 17,895     $
-     $ -     $ 1,287     $ 17,895  
Obligations of U.S. Government agencies
   
643
     
28,149
     
68
     
4,668
     
711
     
32,817
 
Obligations of state and political subdivisions
   
4,628
     
52,989
     
431
     
3,820
     
5,059
     
56,809
 
Mortgage-backed securities
   
3,733
     
62,853
     
761
     
7,408
     
4,494
     
70,261
 
Corporate bonds and other securities
   
761
     
18,189
     
52
     
948
     
813
     
19,137
 
Total securities available-for-sale
 
$
11,052
   
$
180,075
   
$
1,312
   
$
16,844
   
$
12,364
   
$
196,919
 

   
December 31, 2021
 

 
Less than 12 months
   
12 months or more
   
Total
 
(Dollars in thousands)
 
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
   
Gross
Unrealized
Losses
   
Fair
Value
 
U.S. Treasury securities   $ 148     $ 14,904     $ -     $ -     $ 148     $ 14,904  
Obligations of U.S. Government agencies
   
131
     
19,181
     
37
     
5,042
     
168
     
24,223
 
Obligations of state and policitcal subdivisions
    277       20,673       -       -       277       20,673  
Mortgage-backed securities
   
608
     
35,882
     
193
     
6,450
     
801
     
42,332
 
Corporate bonds and other securities
   
117
     
9,833
     
-
     
-
     
117
     
9,833
 
Total securities available-for-sale
 
$
1,281
   
$
100,473
   
$
230
   
$
11,492
   
$
1,511
   
$
111,965
 

The number of investments in an unrealized loss position as of March 31, 2022 and December 31, 2021 were 139 and 72, respectively. Certain investments within the Company’s portfolio had unrealized losses for more than twelve months at March 31, 2022 and December 31, 2021, as shown in the tables above. The primary cause of the temporary impairments in the Company’s investment security portfolio was increases in market interest rates. The Company concluded that no other-than-temporary impairment existed in its securities portfolio at March 31, 2022, and no other-than-temporary impairment loss has been recognized in net income during the first quarter of 2022, based primarily on the following: (i) changes in fair value were caused primarily by fluctuations in interest rates, (ii) there were no securities with unrealized losses that were significant relative to their carrying amounts, (iii) securities with unrealized losses had generally high credit quality, (iv) the Company intends to hold these investments until recovery of its investment and it is more-likely-than-not that the Company will not be required to sell these investments before a recovery of its investment, and (v) issuers have continued to make timely payments of principal and interest.

Restricted Stock
The restricted security category is comprised of stock in the Federal Home Loan Bank of Atlanta (FHLB), the Federal Reserve Bank (FRB), and Community Bankers' Bank (CBB). These stocks are classified as restricted securities because their ownership is restricted to certain types of entities and the securities lack a market. Therefore, FHLB, FRB, and CBB stock are carried at cost and evaluated for impairment. When evaluating these stocks for impairment, their value is determined based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. Restricted stock is viewed as a long-term investment and management believes that the Company has the ability and the intent to hold this stock until its value is recovered.

8

Note 3. Loans and the Allowance for Loan Losses

The following is a summary of the balances in each class of the Company’s portfolio of loans held for investment as of the dates indicated:

(dollars in thousands)
 
March 31, 2022
   
December 31, 2021
 
Mortgage loans on real estate:
           
Residential 1-4 family
 
$
127,674
   
$
130,776
 
Commercial - owner occupied
   
198,334
     
198,413
 
Commercial - non-owner occupied
   
196,653
     
184,190
 
Multifamily
   
26,727
     
19,050
 
Construction
   
64,502
     
58,440
 
Second mortgages
   
7,346
     
7,877
 
Equity lines of credit
   
51,077
     
48,665
 
Total mortgage loans on real estate
   
672,313
     
647,411
 
Commercial and industrial loans
   
58,886
     
68,690
 
Consumer automobile loans
   
85,551
     
85,023
 
Other consumer loans
   
32,150
     
33,418
 
Other  (1)
   
6,334
     
8,984
 
Total loans, net of deferred fees
   
855,234
     
843,526
 
Less:  Allowance for loan losses
   
9,520
     
9,865
 
Loans, net of allowance and deferred fees (2)
 
$
845,714
   
$
833,661
 
(1)
Overdrawn accounts are reclassified as loans and included in the Other category in the table above. Overdrawn deposit accounts, excluding internal use accounts, totaled $119 thousand and $304 thousand at March 31, 2022 and December 31, 2021, respectively.  
(2) 
Net deferred loan fees totaled $790 thousand and $1.3 million at March 31, 2022 and December 31, 2021, respectively.
 

CREDIT QUALITY INFORMATION
The Company uses internally-assigned risk grades to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all. The Company’s internal risk grade system is based on experiences with similarly graded loans. Credit risk grades are updated at least quarterly as additional information becomes available, at which time management analyzes the resulting scores to track loan performance.

The Company’s internally assigned risk grades are as follows:


Pass: Loans are of acceptable risk.

Other Assets Especially Mentioned (OAEM): Loans have potential weaknesses that deserve management’s close attention.

Substandard: Loans reflect significant deficiencies due to several adverse trends of a financial, economic or managerial nature.

Doubtful: Loans have all the weaknesses inherent in a substandard loan with added characteristics that make collection or liquidation in full based on currently existing facts, conditions and values highly questionable or improbable.

Loss: Loans have been identified for charge-off because they are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.

9

The following tables present credit quality exposures by internally assigned risk ratings as of the dates indicated:

Credit Quality Information
 
As of March 31, 2022
 
(dollars in thousands)
 
Pass
   
OAEM
   
Substandard
   
Doubtful
   
Total
 
Mortgage loans on real estate:
                             
Residential 1-4 family
 
$
127,510
   
$
-
   
$
164
   
$
-
   
$
127,674
 
Commercial - owner occupied
   
194,624
     
1,599
     
2,111
     
-
     
198,334
 
Commercial - non-owner occupied
   
195,729
     
266
     
658
     
-
     
196,653
 
Multifamily
   
26,727
     
-
     
-
     
-
     
26,727
 
Construction
   
62,968
     
536
     
998
     
-
     
64,502
 
Second mortgages
   
7,346
     
-
     
-
     
-
     
7,346
 
Equity lines of credit
   
51,077
     
-
     
-
     
-
     
51,077
 
Total mortgage loans on real estate
 
$
665,981
   
$
2,401
   
$
3,931
   
$
-
   
$
672,313
 
Commercial and industrial loans
   
58,631
     
-
     
255
     
-
     
58,886
 
Consumer automobile loans
   
85,531
     
-
     
20
     
-
     
85,551
 
Other consumer loans
   
32,150
     
-
     
-
     
-
     
32,150
 
Other
   
6,334
     
-
     
-
     
-
     
6,334
 
Total
 
$
848,627
   
$
2,401
   
$
4,206
   
$
-
   
$
855,234
 

Credit Quality Information
 
As of December 31, 2021
 
(dollars in thousands)
 
Pass
   
OAEM
   
Substandard
   
Doubtful
   
Total
 
Mortgage loans on real estate:
                             
Residential 1-4 family
 
$
130,584
   
$
-
   
$
192
   
$
-
   
$
130,776
 
Commercial - owner occupied
   
195,512
     
788
     
2,113
     
-
     
198,413
 
Commercial - non-owner occupied
   
183,093
     
434
     
663
     
-
     
184,190
 
Multifamily
   
19,050
     
-
     
-
     
-
     
19,050
 
Construction
   
57,224
     
218
     
998
     
-
     
58,440
 
Second mortgages
   
7,877
     
-
     
-
     
-
     
7,877
 
Equity lines of credit
   
48,665
     
-
     
-
     
-
     
48,665
 
Total mortgage loans on real estate
 
$
642,005
   
$
1,440
   
$
3,966
   
$
-
   
$
647,411
 
Commercial and industrial loans
   
68,261
     
-
     
429
     
-
     
68,690
 
Consumer automobile loans
   
85,002
     
-
     
21
     
-
     
85,023
 
Other consumer loans
   
33,418
     
-
     
-
     
-
     
33,418
 
Other
   
8,984
     
-
     
-
     
-
     
8,984
 
Total
 
$
837,670
   
$
1,440
   
$
4,416
   
$
-
   
$
843,526
 

As of March 31, 2022 and December 31, 2021, the Company did not have any loans internally classified as Doubtful or Loss.
10

AGE ANALYSIS OF PAST DUE LOANS BY CLASS
All classes of loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Interest and fees continue to accrue on past due loans until the date the loan is placed in nonaccrual status, if applicable. The following table includes an aging analysis of the recorded investment in past due loans as of the dates indicated. Also included in the table below are loans that are 90 days or more past due as to interest and principal and still accruing interest, because they are well-secured and in the process of collection.

Age Analysis of Past Due Loans as of March 31, 2022
 
(dollars in thousands)
 
30 - 59
Days
Past Due
   
60 - 89
Days
Past Due
   
90 or More
Days Past
Due and
still
Accruing
   
Nonaccrual
(2)
   
Total
Current
Loans (1)
   
Total
Loans
 
Mortgage loans on real estate:
                                   
Residential 1-4 family
 
$
809
   
$
-
   
$
-
   
$
164
   
$
126,701
   
$
127,674
 
Commercial - owner occupied
   
-
     
-
     
-
     
2,111
     
196,223
     
198,334
 
Commercial - non-owner occupied
   
-
     
-
     
-
     
659
     
195,994
     
196,653
 
Multifamily
   
-
     
-
     
-
     
-
     
26,727
     
26,727
 
Construction
   
-
     
-
     
-
     
998
     
63,504
     
64,502
 
Second mortgages
   
23
     
-
     
-
     
-
     
7,323
     
7,346
 
Equity lines of credit
   
51
     
-
     
-
     
-
     
51,026
     
51,077
 
Total mortgage loans on real estate
 
$
883
   
$
-
   
$
-
   
$
3,932
   
$
667,498
   
$
672,313
 
Commercial and industrial loans
   
-
     
4
     
-
     
255
     
58,627
     
58,886
 
Consumer automobile loans
   
1,408
     
68
     
199
     
-
     
83,876
     
85,551
 
Other consumer loans
   
891
     
28
     
415
     
-
     
30,816
     
32,150
 
Other
   
36
     
3
     
10
     
-
     
6,285
     
6,334
 
Total
 
$
3,218
   
$
103
   
$
624
   
$
4,187
   
$
847,102
   
$
855,234
 
(1)
For purposes of this table, Total Current Loans includes loans that are 1 - 29 days past due.
(2)
For purposes of this table, if a loan is past due and on nonaccrual, it is included in the nonaccural column and not also in its respective past due column.

In the table above, the past due totals include student loans with principal and interest amounts that are 97 - 98% guaranteed by the federal government. The past due principal portion of these guaranteed loans totaled $409 thousand at March 31, 2022. 

Age Analysis of Past Due Loans as of December 31, 2021
 
(dollars in thousands)
 
30 - 59
Days Past
Due
   
60 - 89
Days Past
Due
   
90 or More
Days Past
Due and
still
Accruing
   
Nonaccrual
(2)
   
Total
Current
Loans (1)
   
Total
Loans
 
Mortgage loans on real estate:
                                   
Residential 1-4 family
 
$
120
   
$
-
   
$
-
   
$
191
   
$
130,465
   
$
130,776
 
Commercial - owner occupied
   
-
     
-
     
-
     
-
     
198,413
     
198,413
 
Commercial - non-owner occupied
   
-
     
-
     
-
     
113
     
184,077
     
184,190
 
Multifamily
   
-
     
-
     
-
     
-
     
19,050
     
19,050
 
Construction
   
-
     
-
     
-
     
-
     
58,440
     
58,440
 
Second mortgages
   
24
     
-
     
-
     
-
     
7,853
     
7,877
 
Equity lines of credit
   
51
     
-
     
-
     
-
     
48,614
     
48,665
 
Total mortgage loans on real estate
 
$
195
   
$
-
   
$
-
   
$
304
   
$
646,912
   
$
647,411
 
Commercial and industrial loans
   
37
     
-
     
169
     
174
     
68,310
     
68,690
 
Consumer automobile loans
   
814
     
118
     
296
     
-
     
83,795
     
85,023
 
Other consumer loans
   
1,284
     
439
     
550
     
-
     
31,145
     
33,418
 
Other
   
31
     
3
     
10
     
-
     
8,940
     
8,984
 
Total
 
$
2,361
   
$
560
   
$
1,025
   
$
478
   
$
839,102
   
$
843,526
 
(1)
For purposes of this table, Total Current Loans includes loans that are 1 - 29 days past due.
(2)
For purposes of this table, if a loan is past due and on nonaccrual, it is included in the nonaccural column and not also in its respective past due column.

In the table above, the past due totals include small business and student loans with principal and interest amounts that are 97 - 100% guaranteed by the federal government. The past due principal portion of these guaranteed loans totaled $1.4 million at December 31, 2021.

11

Although the portions of the student loan portfolios that are 90 days or more past due would normally be considered impaired, the Company does not include these loans in its impairment analysis. Because the federal government has provided guarantees of repayment of these student loans in an amount ranging from 97% to 98% of the total principal and interest of the loans as of March 31, 2022, management does not expect significant increases in delinquencies of these loans to have a material effect on the Company.

NONACCRUAL LOANS
The Company generally places commercial and industrial loans (including construction loans and commercial loans secured and not secured by real estate) in nonaccrual status when the full and timely collection of interest or principal becomes uncertain, part of the principal balance has been charged off and no restructuring has occurred or the loan reaches 90 days past due, unless the credit is well-secured and in the process of collection.

Under regulatory rules, consumer loans, which are loans to individuals for household, family and other personal expenditures, and consumer loans secured by real estate (including residential 1 - 4 family mortgages, second mortgages, and equity lines of credit) are not required to be placed in nonaccrual status. Although consumer loans and consumer loans secured by real estate are not required to be placed in nonaccrual status, the Company may elect to place these loans in nonaccrual status, if necessary to avoid a material overstatement of interest income. Generally, consumer loans secured by real estate are placed in nonaccrual status only when payments are 120 days past due.

Generally, consumer loans not secured by real estate are placed in nonaccrual status only when part of the principal has been charged off. If a charge-off has not occurred sooner for other reasons, a consumer loan not secured by real estate will generally be placed in nonaccrual status when payments are 120 days past due. These loans are charged off or written down to the net realizable value of the collateral when deemed uncollectible, when classified as a “loss,” when repayment is unreasonably protracted, when bankruptcy has been initiated, or when the loan is 120 days or more past due unless the credit is well-secured and in the process of collection.

When management places a loan in nonaccrual status, the accrued unpaid interest receivable is reversed against interest income and the loan is accounted for by the cost recovery method, until it qualifies for return to accrual status or is charged off. Generally, loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured, or when the borrower has resumed paying the full amount of the scheduled contractual interest and principal payments for at least six months.

The following table presents loans in nonaccrual status by class of loan as of the dates indicated:

Nonaccrual Loans by Class
 
   
(dollars in thousands)
 
March 31, 2022
   
December 31, 2021
 
Mortgage loans on real estate:
           
Residential 1-4 family
 
$
164
   
$
191
 
Commercial - owner occupied
   
2,111
     
-
 
Commercial - non-owner occupied
    659       113  
Construction and land development
    998       -  
Total mortgage loans on real estate
   
3,932
     
304
 
Commercial and industrial loans
    255       174  
Total
 
$
4,187
   
$
478
 

The following table presents the interest income that the Company would have earned under the original terms of its nonaccrual loans and the actual interest recorded by the Company on nonaccrual loans for the periods presented:

   
Three Months Ended March 31,
 
(dollars in thousand)
 
2022
   
2021
 
Interest income that would have been recorded under original loan terms
 
$
75
   
$
11
 
Actual interest income recorded for the period
   
4
     
2
 
Reduction in interest income on nonaccrual loans
 
$
71
   
$
9
 

TROUBLED DEBT RESTRUCTURINGS
The Company’s loan portfolio may include certain loans classified as TDRs, where economic concessions have been granted to borrowers who are experiencing financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reduction in the interest rate below current market rates for borrowers with similar risk profiles, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. The Company defines a TDR as nonperforming if the TDR is in nonaccrual status or is 90 days or more past due and still accruing interest at the report date.

12

When the Company modifies a loan, management evaluates any possible impairment as discussed further below under Impaired Loans.
There were no new TDRs in the three months ended March 31, 2022 and 2021.

At March 31, 2022 and 2021, the Company had no outstanding commitments to disburse additional funds on any TDR. The Company had no loans secured by residential 1 - 4 family real estate in the process of foreclosure at March 31, 2022 and 2021.

In the three months ended March 31, 2022 and 2021, there were no defaulting TDRs where the default occurred within twelve months of restructuring. The Company considers a TDR in default when any of the following occurs: the loan, as restructured, becomes 90 days or more past due; the loan is moved to nonaccrual status following the restructure; the loan is restructured again under terms that would qualify it as a TDR if it were not already so classified; or any portion of the loan is charged off.

All TDRs are factored into the determination of the allowance for loan losses and included in the impaired loan analysis, as discussed below.

IMPAIRED LOANS
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans and loans modified in a TDR. When management identifies a loan as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole or remaining source of repayment for the loan is the operation or liquidation of the collateral. In these cases, management uses the current fair value of the collateral, less selling costs, when foreclosure is probable, instead of the discounted cash flows. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through a specific allocation in the allowance or a charge-off to the allowance.

When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is in nonaccrual status, all payments are applied to principal under the cash basis method. For financial statement purposes, the recorded investment in the loan is the actual principal balance reduced by partial charge-offs and payments that would otherwise have been applied to interest. When reporting information on these loans to the applicable customers, the unpaid principal balance is reported as if these partial charge-offs did not occur and as if payments were applied to principal and interest under the original terms of the loan agreements. Therefore, the unpaid principal balance reported to the customer would be higher than the recorded investment in the loan for financial statement purposes.

The following table includes the recorded investment and unpaid principal balances (a portion of which may have been charged off) for impaired loans with the associated allowance amount, if applicable, as of the dates presented. Also presented are the average recorded investments in the impaired loans and the related amount of interest recognized for the periods presented. The average balances are calculated based on daily average balances.

Impaired Loans by Class
 

                         
For the Three Months Ended
 


As of March 31, 2022


March 31, 2022
 
(Dollars in thousands)
 
Unpaid Principal Balance
   
Without
Valuation
Allowance
   
With Valuation
Allowance
   
Associated
Allowance
   
Average
Recorded
Investment
   
Interest Income Recognized
 
Mortgage loans on real estate:
                                   
Residential 1-4 family
 
$
301
   
$
-
   
$
296
   
$
28
   
$
298
   
$
2
 
Commercial
   
4,752
     
4,290
     
399
     
1
     
4,716
     
-
 
Construction
   
1,078
     
998
     
78
     
1
     
1,077
     
-
 
Second mortgages
   
125
     
-
     
123
     
3
     
124
     
1
 
Total mortgage loans on real estate
   
6,256
     
5,288
     
896
     
33
     
6,215
     
3
 
Commercial and industrial loans
   
403
     
404
     
-
     
-
     
404
     
3
 
Other consumer loans
   
7
     
5
     
-
     
-
     
6
     
-
 
Total
 
$
6,666
   
$
5,697
   
$
896
   
$
33
   
$
6,625
   
$
6
 

13

Impaired Loans by Class
 
 

                     
For the Year Ended
 
 
As of December 31, 2021
   
December 31, 2021
 
(Dollars in thousands)

Unpaid
Principal Balance


Without
Valuation
Allowance


With Valuation Allowance


Associated
Allowance
   
Average
Recorded
Investment
   
Interest Income Recognized
 
Mortgage loans on real estate:
                                   
Residential 1-4 family
 
$
353
   
$
25
   
$
300
   
$
30
   
$
328
   
$
7
 
Commercial
   
610
     
178
     
413
     
8
     
601
     
1
 
Construction
   
80
     
79
     
-
     
-
     
80
     
4
 
Second mortgages
   
127
     
-
     
125
     
3
     
126
     
5
 
Total mortgage loans on real estate
   
1,170
     
282
     
838
     
41
     
1,135
     
17
 
Commercial and industrial loans
   
188
     
-
     
174
     
87
     
181
     
17
 
Other consumer loans
   
9
     
7
     
-
     
-
     
8
     
-
 
Total
 
$
1,367
   
$
289
   
$
1,012
   
$
128
   
$
1,324
   
$
34
 

ALLOWANCE FOR LOAN LOSSES
Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and probable losses inherent in the loan portfolio. The Company segments the loan portfolio into categories as defined by Schedule RC-C of the Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income Form 041 (Call Report).  Loans are segmented into the following pools: commercial, real estate-construction, real estate-mortgage, consumer and other loans. The Company also sub-segments the real estate-mortgage segment into six classes: residential 1-4 family, commercial real estate - owner occupied, commercial real estate - non-owner occupied, multifamily, second mortgages and equity lines of credit.

The Company uses an internally developed risk evaluation model in the estimation of the credit risk process. The model and assumptions used to determine the allowance are independently validated and reviewed to ensure that the theoretical foundation, assumptions, data integrity, computational processes and reporting practices are appropriate and properly documented.

Each portfolio segment has risk characteristics as follows:


Commercial and industrial: Commercial and industrial loans carry risks associated with the successful operation of a business or project, in addition to other risks associated with the ownership of a business. The repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much precision.

Real estate-construction: Construction loans carry risks that the project will not be finished according to schedule, the project will not be finished according to budget and the value of the collateral may at any point in time be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be the loan customer, may be unable to finish the construction project as planned because of financial pressure unrelated to the project.

Real estate-mortgage: Residential mortgage loans and equity lines of credit carry risks associated with the continued credit-worthiness of the borrower and changes in the value of the collateral. Commercial real estate loans carry risks associated with the successful operation of a business if owner occupied. If non-owner occupied, the repayment of these loans may be dependent upon the profitability and cash flow from rent receipts.

Consumer loans: Consumer loans carry risks associated with the continued credit-worthiness of the borrowers and the value of the collateral. Consumer loans are more likely than real estate loans to be immediately adversely affected by job loss, divorce, illness or personal bankruptcy.

Other loans: Other loans are loans to mortgage companies, loans for purchasing or carrying securities, and loans to insurance, investment and finance companies. These loans carry risks associated with the successful operation of a business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time, depend on interest rates or fluctuate in active trading markets.

Each segment of the portfolio is pooled by risk grade or by days past due. Consumer loans not secured by real estate and made to individuals for household, family and other personal expenditures are segmented into pools based on days past due, while all other loans, including loans to consumers that are secured by real estate, are segmented by risk grades. A historical loss percentage is then calculated by migration analysis and applied to each pool. The migration analysis applied to all pools is able to track the risk grading and historical performance of individual loans throughout a number of periods set by management, which provides management with information regarding trends (or migrations) in a particular loan segment. At March 31, 2022 and December 31, 2021 management used eight twelve-quarter migration periods.

Management also provides an allocated component of the allowance for loans that are specifically identified as impaired, and are individually analyzed for impairment. An allocated allowance is established when the present value of expected future cash flows from the impaired loan (or the collateral value or observable market price of the impaired loan) is lower than the carrying value of that loan.

14

Loans collectively evaluated for impairment are pooled with a historical loss rate, based on migration analysis, applied to each pool, segmented by risk grade or past due, depending on the type of loan. Based on credit risk assessments and management’s analysis of qualitative factors, additional loss factors are applied to loan balances. These additional qualitative factors include: economic conditions (including uncertainties associated with the COVID-19 pandemic), trends in growth, loan concentrations, changes in certain loans, changes in underwriting, changes in management and changes in the legal and regulatory environment.

Given the timing of the outbreak in the United States of the COVID-19 pandemic combined with government stimulus actions for both individuals and small businesses, management does not believe that the Company’s performance in relation to credit quality during the first quarter of 2022 and 2021 was significantly impacted. The COVID-19 pandemic represents an unprecedented challenge to the global economy in general and the financial services sector in particular. It is impossible for the Company to accurately predict the impact that the pandemic will have on the Company’s primary market and the overall extent to which it will affect the Company’s financial condition and results of operations. Based on capital levels, stress testing indications, prudent underwriting policies, watch credit processes, and loan concentration diversification, the Company currently expects to be able to manage the economic risks and uncertainties associated with the pandemic which may include additional increases in the provision for loan losses.

ALLOWANCE FOR LOAN LOSSES BY SEGMENT
The total allowance reflects management’s estimate of losses inherent in the loan portfolio at the balance sheet date. The Company considers the allowance for loan losses of $9.5 million adequate to cover estimable and probable loan losses inherent in the loan portfolio at March 31, 2022.

The following tables present, by portfolio segment, the changes in the allowance for loan losses and the recorded investment in loans for the periods presented. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

ALLOWANCE FOR LOAN LOSSES AND RECORDED INVESTMENT IN LOANS
 
For the Three Months ended March 31, 2022
 
(Dollars in thousands)
 
Commercial
and Industrial

 
Real Estate
Construction
   
Real Estate -
Mortgage (1)
   
Real Estate -
Commercial
   
Consumer (2)
   
Other
   
Unallocated
   
Total
 
Allowance for loan losses:
                                               
Balance, beginning
 
$
683
   
$
459
   
$
2,390
   
$
4,787
   
$
1,362
   
$
184
   
$
-
   
$
9,865
 
Charge-offs
   
(296
)
   
-
     
-
     
-
     
(307
)
   
(97
)
   
-
     
(700
)
Recoveries
   
77
     
-
     
30
     
-
     
116
     
31
     
-
     
254
 
Provision for loan losses
   
72
     
45
     
14
     
(187
)
   
170
     
(13
)
   
-
     
101
 
Ending Balance
 
$
536
   
$
504
   
$
2,434
   
$
4,600
   
$
1,341
   
$
105
   
$
-
   
$
9,520
 
                                                                 
Individually evaluated for impairment
 
$
-
   
$
1
   
$
31
   
$
1
   
$
-
   
$
-
   
$
-
   
$
33
 
Collectively evaluated for impairment
   
536
     
503
     
2,403
     
4,599
     
1,341
     
105
     
-
     
9,487
 
                                                                 
Ending Balance
 
$
536
   
$
504
   
$
2,434
   
$
4,600
   
$
1,341
   
$
105
   
$
-
   
$
9,520
 
                                                                 
Loans Balances:
                                                               
Individually evaluated for impairment
   
404
     
1,076
     
419
     
4,689
     
5
     
-
     
-
     
6,593
 
Collectively evaluated for impairment
   
58,482
     
63,426
     
212,405
     
390,298
     
117,696
     
6,334
     
-
     
848,641
 
Ending Balance
 
$
58,886
   
$
64,502
   
$
212,824
   
$
394,987
   
$
117,701
   
$
6,334
   
$
-
   
$
855,234
 
(1)
The real estate-mortgage segment includes residential 1 – 4 family, multi-family, second mortgages and equity lines of credit.
(2)
The consumer segment includes consumer automobile loans.

15

For the Year ended December 31, 2021
 
(Dollars in thousands)
 
Commercial
and Industrial


Real Estate
Construction
   
Real Estate -
Mortgage (1)
   
Real Estate -
Commercial
   
Consumer (2)
   
Other
   
Unallocated
   
Total
 
Allowance for loan losses:
                                               
Balance, beginning
 
$
650
   
$
339
   
$
2,560
   
$
4,434
   
$
1,302
   
$
123
   
$
133
   
$
9,541
 
Charge-offs
   
(27
)
   
-
     
(14
)
   
-
     
(800
)
   
(278
)
   
-
     
(1,119
)
Recoveries
   
41
     
-
     
76
     
44
     
390
     
98
     
-
     
649
 
Provision for loan losses
   
19
     
120
     
(232
)
   
309
     
470
     
241
     
(133
)
   
794
 
Ending Balance
 
$
683
   
$
459
   
$
2,390
   
$
4,787
   
$
1,362
   
$
184
   
$
-
   
$
9,865
 
                                                                 
Individually evaluated for impairment
 
$
87
   
$
-
   
$
33
   
$
8
   
$
-
   
$
-
   
$
-
   
$
128
 
Collectively evaluated for impairment
   
596
     
459
     
2,357
     
4,779
     
1,362
     
184
     
-
     
9,737
 
                                                                 
Ending Balance
 
$
683
   
$
459
   
$
2,390
   
$
4,787
   
$
1,362
   
$
184
   
$
-
   
$
9,865
 
                                                                 
Loans Balances:
                                                               
Individually evaluated for impairment
   
174
     
79
     
450
     
591
     
7
     
-
     
-
     
1,301
 
Collectively evaluated for impairment
   
68,516
     
58,361
     
205,918
     
382,012
     
118,434
     
8,984
     
-
     
842,225
 
Ending Balance
 
$
68,690
   
$
58,440
   
$
206,368
   
$
382,603
   
$
118,441
   
$
8,984
   
$
-
   
$
843,526
 
(1)
The real estate-mortgage segment includes residential 1 – 4 family, multi-family, second mortgages and equity lines of credit.
(2)
The consumer segment includes consumer automobile loans.

Note 4. Leases

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease.  Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

The Company’s long-term lease agreements are classified as operating leases. Certain of these leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the consolidated balance sheets. There were no new leases executed during 2022. The following tables present information about the Company’s leases:

(dollars in thousands)
 
March 31, 2022
 
Lease liabilities
 
$
960
 
Right-of-use assets
 
$
935
 
Weighted average remaining lease term
 
3.39 years
 
Weighted average discount rate
   
1.73
%

   
Three Months Ended March 31,
 
Lease cost (in thousands)
 
2022
   
2021
 
Operating lease cost
 
$
82
   
$
104
 
Total lease cost
 
$
82
   
$
104
 
                 
Cash paid for amounts included in the measurement of lease liabilities
 
$
84
   
$
139
 

16

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows:

Lease payments due (in thousands)

As of
March 31, 2022
 
Nine months ending December 31, 2022
 
$
255
 
Twelve months ending December 31, 2023
   
248
 
Twelve months ending December 31, 2024
   
240
 
Twelve months ending December 31, 2025
    193  
Thereafter
   
70
 
Total undiscounted cash flows
 
$
1,006
 
Discount
   
(46
)
Lease liabilities
 
$
960
 

Note 5. Low-Income Housing Tax Credits

The Company was invested in four separate housing equity funds at both March 31, 2022 and December 31, 2021. The general purpose of these funds is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia; develop and implement strategies to maintain projects as low-income housing; deliver Federal Low Income Housing Credits to investors; allocate tax losses and other possible tax benefits to investors; and preserve and protect project assets.

The investments in these funds were recorded as other assets on the consolidated balance sheets and were $1.8 million and $1.9 million at March 31, 2022 and December 31, 2021, respectively. The expected terms of these investments and the related tax benefits run through 2033. There were no additional capital calls expected for the funds at March 31, 2022.

The table below summarizes the tax credits and other tax benefits recognized by the Company related to these investments during the periods indicated:

   
Three Months Ended
March 31,
 
   
2022
   
2021
 
Tax credits and other benefits
           
Amortization of operating losses
 
$
51
   
$
49
 
Tax benefit of operating losses*
    11
      10
 
Tax credits
   
89
     
94
 
Total tax benefits
 
$
100
   
$
104
 

* Computed using a 21% tax rate.

Note 6. Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Short-term borrowings sources consist of federal funds purchased, overnight repurchase agreements (which are secured transactions with customers that generally mature within one to four days), and advances from the FHLB.

The Company maintains federal funds lines with several correspondent banks to address short-term borrowing needs. At March 31, 2022 and December 31, 2021, the remaining credit available from these lines totaled $115.0 million, respectively. The Company has a collateral dependent line of credit with the FHLB with remaining credit availability of $399.0 million and $391.3 as of March 31, 2022 and December 31, 2021, respectively.

SHORT-TERM BORROWINGS
The following table presents total short-term borrowings as of the dates indicated:

(dollar in thousands)
 
March 31, 2022
   
December 31, 2021
 
Overnight repurchase agreements
 
$
3,528
    $ 4,536  
Total short-term borrowings
 
$
3,528
   
$
4,536
 
                 
Maximum month-end outstanding balance
 
$
3,735
   
$
12,239
 
Average outstanding balance during the period
 
$
4,227
   
$
7,293
 
Average interest rate (year-to-date)
   
0.07
%
    0.10 %
Average interest rate at end of period
   
0.07
%
   
0.10
%

17

LONG-TERM BORROWINGS
At March 31, 2022 the Company had fully repaid the borrowings under the FRB’s PPPLF. At December 31, 2021 the Company had $480 thousand outstanding in long-term borrowings under the PPPLF.

On July 14, 2021, the Company completed the issuance of $29.4 million, net of issuance costs, or $30.0 million in aggregate principal amount of subordinated notes (the Notes) due in 2031 in a private placement transaction.  The Notes bear interest at a fixed rate of 3.5% for five years and at the three-month SOFR plus 286 basis points, resetting quarterly, thereafter.

Note 7. Commitments and Contingencies

CREDIT-RELATED FINANCIAL INSTRUMENTS
The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business in order to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Company's exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making such commitments as it does for on-balance-sheet instruments.

The following financial instruments whose contract amounts represent credit risk were outstanding at March 31, 2022 and December 31, 2021:


 
March 31,
   
December 31,
 
(dollars in thousands)
 
2022
   
2021
 
Commitments to extend credit:
           
Home equity lines of credit
 
$
80,187
   
$
71,751
 
Commercial real estate, construction and development loans committed but not funded
   
53,197
     
42,683
 
Other lines of credit (principally commercial)
   
60,414
     
52,695
 
Total
 
$
193,798
   
$
167,129
 
                 
Letters of credit
 
$
3,611
   
$
3,617
 

Note 8. Share-Based Compensation

The Company has adopted an employee stock purchase plan and offers share-based compensation through its equity compensation plan. Share-based compensation arrangements may include stock options, restricted and unrestricted stock awards, restricted stock units, performance units and stock appreciation rights. Accounting standards require all share-based payments to employees to be valued using a fair value method on the date of grant and to be expensed based on that fair value over the applicable vesting period. The Company accounts for forfeitures during the vesting period as they occur.

The 2016 Incentive Stock Plan (the Incentive Stock Plan) permits the issuance of up to 300,000 shares of common stock for awards to key employees and non-employee directors of the Company and its subsidiaries in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and performance units. As of March 31, 2022 only restricted stock has been granted under the Incentive Stock Plan.

Restricted stock activity for the three months ended March 31, 2022 is summarized below:

   
Shares
   
Weighted Average
Grant Date
Fair Value
 
Nonvested, January 1, 2022
   
38,435
   
$
20.49
 
Issued
   
-
     
-
 
Vested
   
(8,152
)
   
21.68
 
Forfeited
   
-
     
-
 
Nonvested, March 31, 2022
   
30,283
   
$
20.17
 

The weighted average period over which nonvested awards are expected to be recognized in compensation expense is 1.31 years.

There was no restricted stock granted during the three months ended March 31, 2022 and 2021, respectively.

18

The remaining unrecognized compensation expense for nonvested restricted stock shares totaled $278 thousand as of March 31, 2022 and $216 thousand as of March 31, 2021.

Stock-based compensation expense was $71 thousand and $61 thousand for the three months ended March 31, 2022 and 2021, respectively.

Under the Company's Employee Stock Purchase Plan (ESPP), substantially all employees of the Company and its subsidiaries can authorize a specific payroll deduction from their base compensation for the periodic purchase of the Company's common stock. Shares of stock are issued quarterly at a discount to the market price of the Company's stock on the day of purchase, which can range from 0-15% and was set at 5% for 2021 and for the first three months of 2022.

Total stock purchases under the ESPP amounted to 1,481 shares during the three months ended March 31, 2022. At March 31, 2022, the Company had 226,062 remaining shares reserved for issuance under the ESPP.

Note 9. Stockholders’ Equity and Earnings per Share

STOCKHOLDERS’ EQUITY – Accumulated Other Comprehensive Income (Loss)
The following table presents information on amounts reclassified out of accumulated other comprehensive income (loss), by category, during the periods indicated:

   
Three Months Ended
March 31,
 
Affected Line Item on
Consolidated Statement of Income
(dollars in thousands)
 
2022
   
2021
 
Available-for-sale securities
               
Realized gains on sales of securities
 
$
-
   
$
-
 
Gain on sale of available-for-sale securities, net
Tax effect
   
-
     
-
 
Income tax expense
   
$
-
   
$
-
   

The following tables present the changes in accumulated other comprehensive income (loss), by category, net of tax, for the periods indicated:

(dollars in thousands)
 
Unrealized Gains
(Losses) on
Available-for-Sale
Securities
   
Accumulated Other
Comprehensive Income
(Loss)
 
             
Three Months Ended March 31, 2022
           
Balance at beginning of period
 
$
1,675
   
$
1,675
 
Net other comprehensive loss
   
(11,133
)
   
(11,133
)
Balance at end of period
 
$
(9,458
)
 
$
(9,458
)
                 
Three Months Ended March 31, 2021
               
Balance at beginning of period
 
$
4,069
   
$
4,069
 
Net other comprehensive loss
   
(1,694
)
   
(1,694
)
Balance at end of period
 
$
2,375
   
$
2,375
 

The following tables present the change in each component of accumulated other comprehensive income (loss) on a pre-tax and after-tax basis for the periods indicated.

   
Three Months Ended March 31, 2022
 
(dollars in thousands)
 
Pretax
   
Tax
   
Net-of-Tax
 
Unrealized losses on available-for-sale securities:
                 
Unrealized holding losses arising during the period
 
$
(14,093
)
 
$
(2,960
)
 
$
(11,133
)
 
                       
Total change in accumulated other comprehensive income, net
 
$
(14,093
)
 
$
(2,960
)
 
$
(11,133
)

   
Three Months Ended March 31, 2021
 
(dollars in thousands)
 
Pretax
   
Tax
   
Net-of-Tax
 
Unrealized losses on available-for-sale securities:
                 
Unrealized holding losses arising during the period
 
$
(2,144
)
 
$
(450
)
 
$
(1,694
)
                         
Total change in accumulated other comprehensive income, net
 
$
(2,144
)
 
$
(450
)
 
$
(1,694
)

19

EARNINGS PER COMMON SHARE
Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares attributable to the ESPP.

The following is a reconciliation of the denominators of the basic and diluted EPS computations for the three months ended March 31, 2022 and 2021:

(dollars in thousands except per share data)
 
Net Income Available to
Common Shareholders
(Numerator)
   
Weighted Average
Common Shares
(Denominator)
   
Per Share
Amount
 
Three Months Ended March 31, 2022
                 
Net income, basic
 
$
2,031
     
5,186
   
$
0.39
 
Potentially dilutive common shares - employee stock purchase program
   
-
     
-
     
-
 
Diluted
 
$
2,031
     
5,186
   
$
0.39
 
                         
Three Months Ended March 31, 2021
                       
Net income, basic
 
$
3,012
     
5,225
   
$
0.58
 
Potentially dilutive common shares - employee stock purchase program
   
-
     
-
     
-
 
Diluted
 
$
3,012
     
5,225
   
$
0.58
 

The Company had no antidilutive shares outstanding in the three months ended March 31, 2022 and 2021, respectively. Nonvested restricted common shares, which carry all rights and privileges of a common share with respect to the stock, including the right to vote, were included in the basic and diluted per common share calculations.
The Company has a share repurchase program which was authorized by the Board of Directors in October 2021 to repurchase up to 10% of the Company’s issued and outstanding common stock through November 30, 2022. During the first quarter of 2022, 122,995 shares, for an aggregate purchase price of $3.0 million, were repurchased by the Company under this plan.

Note 10. Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurements and Disclosures” topics of FASB ASU No. 2010-06, FASB ASU No. 2011-04, and FASB ASU No. 2016-01, the fair value of a financial instrument is the price that would be received in the sale of an asset or transfer of a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market for the asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value can be a reasonable point within a range that is most representative of fair value under current market conditions.

In estimating the fair value of assets and liabilities, the Company relies mainly on two sources. The first source is the Company’s bond accounting service provider, which uses a model to determine the fair value of securities. Securities are priced based on an evaluation of observable market data, including benchmark yield curves, reported trades, broker/dealer quotes, and issuer spreads. Pricing is also impacted by credit information about the issuer, perceived market movements, and current news events impacting the individual sectors. The second source is a third party vendor the Company utilizes to provide fair value exit pricing for loans and interest bearing deposits in accordance with guidance.

In accordance with ASC 820, “Fair Value Measurements and Disclosures,” the Company groups its financial assets and financial liabilities generally measured at fair value into three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.


Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

20


Level 2: Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

An instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS
Debt securities with readily determinable fair values that are classified as “available-for-sale” are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). 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 derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. Currently, all of the Company’s available-for-sale securities are considered to be Level 2 securities.

The Company recognizes IRLCs at fair value. Fair value of IRLCs is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis. All of the Company’s IRLCs are classified as Level 2.

The Company recognizes interest rate swaps at fair value. The Company has contracted with a third party vendor to provide valuations for these interest rate swaps using standard valuation techniques. All of the Company’s interest rate swaps on loans are classified as Level 2.

The following tables present the balances of certain assets measured at fair value on a recurring basis as of the dates indicated:

         
Fair Value Measurements at March 31, 2022 Using
 
(dollars in thousands)
 
Balance
   
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Assets:
                       
Available-for-sale securities
                       
U.S. Treasury securities
 
$
17,895
   
$
-
   
$
17,895
   
$
-
 
Obligations of  U.S. Government agencies
   
37,247
     
-
     
37,247
     
-
 
Obligations of state and political subdivisions
   
67,756
     
-
     
67,756
     
-
 
Mortgage-backed securities
   
86,575
     
-
     
86,575
     
-
 
Money market investments
   
1,147
     
-
     
1,147
     
-
 
Corporate bonds and other securities
   
27,403
     
-
     
27,403
     
-
 
Total available-for-sale securities
 

238,023
   

-
   

238,023
   

-
 
Derivatives
                               
Interest rate lock
    76       -       76       -  
Interest rate swap on loans
    377       -       377       -  
Total assets
  $
238,476     $
-     $
238,476     $
-  
                                 
Liabilities:
                               
Derivatives
                               
Interest rate swap on loans
    377       -       377       -  
Total liabilities
  $
377     $
-     $
377     $
-  

21

         
Fair Value Measurements at December 31, 2021 Using
 
(dollars in thousands)
 
Balance
   
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Available-for-sale securities
                       
U.S. Treasury securities
 
$
14,904
   
$
-
   
$
14,904
   
$
-
 
Obligations of  U.S. Government agencies
   
38,558
     
-
     
38,558
     
-
 
Obligations of state and political subdivisions
   
65,803
     
-
     
65,803
     
-
 
Mortgage-backed securities
   
89,058
     
-
     
89,058
     
-
 
Money market investments
   
2,413
     
-
     
2,413
     
-
 
Corporate bonds and other securities
   
23,585
     
-
     
23,585
     
-
 
Total available-for-sale securities
 
$
234,321
   
$
-
   
$
234,321
   
$
-
 
Derivatives
                               
Interest rate lock
    43       -       43       -  
Interest rate swap on loans
    181       -       181       -  
Total assets
  $
234,545     $
-     $
234,545     $
-  
                                 
Liabilities:
                               
Derivatives
                               
Interest rate swap on loans
    181       -       181       -  
Total liabilities
  $
181     $
-     $
181     $
-  

ASSETS MEASURED AT FAIR VALUE ON A NONRECURRING BASIS
Under certain circumstances, adjustments are made to the fair value for assets and liabilities although they are not measured at fair value on an ongoing basis.

Impaired loans
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due from the borrower in accordance with the contractual terms of the loan agreement. The measurement of fair value and loss associated with impaired loans can be based on the observable market price of the loan, the fair value of the collateral securing the loan, or the present value of the loan’s expected future cash flows, discounted at the loan’s effective interest rate. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable, with the vast majority of the collateral in real estate.

The value of real estate collateral is determined utilizing an income, market, or cost valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company. In the case of loans with lower balances, the Company may obtain a real estate evaluation instead of an appraisal. Evaluations utilize many of the same techniques as appraisals, and are typically performed by independent appraisers. Once received, appraisals and evaluations are reviewed by trained staff independent of the lending function to verify consistency and reasonability. Appraisals and evaluations are based on significant unobservable inputs, including but not limited to: adjustments made to comparable properties, judgments about the condition of the subject property, the availability and suitability of comparable properties, capitalization rates, projected income of the subject or comparable properties, vacancy rates, projected depreciation rates, and the state of the local and regional economy. The Company may also elect to make additional reductions in the collateral value based on management’s best judgment, which represents another source of unobservable inputs. Because of the subjective nature of collateral valuation, impaired loans are considered Level 3.

Impaired loans may be secured by collateral other than real estate. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivable collateral are based on financial statement balances or aging reports (Level 3). If a loan is not collateral-dependent, its impairment may be measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate. Because the loan is discounted at its effective rate of interest, rather than at a market rate, the loan is not considered to be held at fair value and is not included in the tables below. Collateral-dependent impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as part of the provision for loan losses on the Consolidated Statements of Income.

22

Other Real Estate Owned (OREO)
Loans are transferred to OREO when the collateral securing them is foreclosed on. The measurement of loss associated with OREO is based on the fair value of the collateral compared to the unpaid loan balance and anticipated costs to sell the property. If there is a contract for the sale of a property, and management reasonably believes the transaction will be consummated in accordance with the terms of the contract, fair value is based on the sale price in that contract (Level 1). If management has recent information about the sale of identical properties, such as when selling multiple condominium units on the same property, the remaining units would be valued based on the observed market data (Level 2). Lacking either a contract or such recent data, management would obtain an appraisal or evaluation of the value of the collateral as discussed above under Impaired Loans (Level 3). After the asset has been booked, a new appraisal or evaluation is obtained when management has reason to believe the fair value of the property may have changed and no later than two years after the last appraisal or evaluation was received. Any fair value adjustments to OREO below the original book value are recorded in the period incurred and expensed against current earnings.

Loans Held For Sale
Loans held for sale are carried at the lower of cost or fair value. These loans currently consist of residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). Gains and losses on the sale of loans are reported on a separate line item on the Company’s Consolidated Statements of Income.

The following table presents the assets carried on the consolidated balance sheets for which a nonrecurring change in fair value has been recorded. Assets are shown by class of loan and by level in the fair value hierarchy, as of the dates indicated. Certain impaired loans are valued by the present value of the loan’s expected future cash flows, discounted at the loan’s effective interest rate rather than at a market rate. These loans are not carried on the consolidated balance sheets at fair value and, as such, are not included in the tables below.

         
Carrying Value at March 31, 2022
 
(dollars in thousands)
 
Fair Value
   
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   
Significant Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Loans
                       
Loans held for sale
 
$
2,010
   
$
-
   
$
2,010
   
$
-
 

         
Carrying Value at December 31, 2021
 
(dollars in thousands)
 
Fair Value
   
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   
Significant Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Impaired loans
                       
Mortgage loans on real estate:
                           
Commercial loans
  $
87     $
-     $
-     $
87  
Total
  $
87     $
-     $
-     $
87  
                                 
Loans
                               
Loans held for sale
 
$
3,287
   
$
-
   
$
3,287
   
$
-
 

The following tables display the quantitative information about Level 3 Fair Value Measurements as of the dates indicated.


 
 
Quantitative Information About Level 3 Fair Value Measurements
 
 
(dollars in thousands)
 
Fair Value at
December 31,
2021
 
Valuation Techniques
Unobservable Input
 
Range (Weighted Average)
 
Impaired loans
     
 
 
     
Commercial loans
 
$
87
 
Market comparables
Selling costs
   
0.00% -8.00% (7.00
%)

23

The estimated fair values, and related carrying or notional amounts, of the Company's financial instruments as of the dates indicated are as follows:

         
Fair Value Measurements at March 31, 2022 Using
 
(dollars in thousands)
 
Carrying Value
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Assets
                       
Cash and cash equivalents
 
$
158,303
   
$
158,303
   
$
-
   
$
-
 
Securities available-for-sale
   
238,023
     
-
     
238,023
     
-
 
Restricted securities
   
1,389
     
-
     
1,389
     
-
 
Loans held for sale
   
2,010
     
-
     
2,010
     
-
 
Loans, net of allowances for loan losses
   
845,714
     
-
     
-
     
835,035
 
Derivatives
                               
Interest rate lock
    76       -       76       -  
Interest rate swap on loans
    377       -       377       -  
Bank owned life insurance
   
28,370
     
-
     
28,370
     
-
 
Accrued interest receivable
   
3,230
     
-
     
3,230
     
-
 
                                 
Liabilities
                               
Deposits
 
$
1,178,889
   
$
-
   
$
1,181,358
   
$
-
 
Overnight repurchase agreements
   
3,528
     
-
     
3,528
     
-
 
Long term borrowings
    29,440
      -
      29,088
      -
 
Derivatives
                               
Interest rate swap on loans
    377       -       377       -  
Accrued interest payable
   
392
     
-
     
392
     
-
 

         
Fair Value Measurements at December 31, 2021 Using
 
(dollars in thousands)
 
Carrying Value
   
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Assets
                       
Cash and cash equivalents
 
$
187,922
   
$
187,922
   
$
-
   
$
-
 
Securities available-for-sale
   
234,321
     
-
     
234,321
     
-
 
Restricted securities
   
1,034
     
-
     
1,034
     
-
 
Loans held for sale
   
3,287
     
-
     
3,287
     
-
 
Loans, net of allowances for loan losses
   
833,661
     
-
     
-
     
834,693
 
Derivatives
                               
Interest rate lock
    43       -       43       -  
Interest rate swap on loans
    181       -       181       -  
Bank owned life insurance
   
28,168
     
-
     
28,168
     
-
 
Accrued interest receivable
   
3,339
     
-
     
3,339
     
-
 
                                 
Liabilities
                               
Deposits
 
$
1,177,099
   
$
-
   
$
1,179,631
   
$
-
 
Overnight repurchase agreements
   
4,536
     
-
     
4,536
     
-
 
Federal Reserve Bank borrowings
   
480
     
-
     
480
     
-
 
Long term borrowings
    29,407       -       29,657       -  
Derivatives
                               
Interest rate swap on loans
    181       -       181       -  
Accrued interest payable
   
693
     
-
     
693
     
-
 

24

Note 11. Segment Reporting

The Company operates in a decentralized fashion in three principal business segments: the Bank, the Trust, and the Company (for purposes of this Note, the Parent). Revenues from the Bank’s operations consist primarily of interest earned on loans and investment securities and service charges on deposit accounts. Trust’s operating revenues consist principally of income from fiduciary and asset management fees. The Parent’s revenues are mainly interest and dividends received from the Bank and Trust companies. The Company has no other segments.

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each segment appeals to different markets and, accordingly, requires different technologies and marketing strategies.

Information about reportable segments, and reconciliation of such information to the consolidated financial statements as of and for the three months ended March 31, 2022 and 2021 follows:

   
Three Months Ended March 31, 2022
 
(dollars in thousands)
 
Bank
   
Trust
   
Unconsolidated Parent
   
Eliminations
   
Consolidated
 
Revenues
                             
Interest and dividend income
 
$
10,456
   
$
14
   
$
850
   
$
(850
)
 
$
10,470
 
Income from fiduciary activities
   
-
     
1,072
     
-
     
-
     
1,072
 
Other income
   
2,179
     
279
     
50
     
(65
)
   
2,443
 
Total operating income
   
12,635
     
1,365
     
900
     
(915
)
   
13,985
 
                                         
Expenses
                                       
Interest expense
   
538
     
-
     
295
     
-
     
833
 
Provision for loan losses
   
101
     
-
     
-
     
-
     
101
 
Salaries and employee benefits
   
5,429
     
848
     
145
     
-
     
6,422
 
Other expenses
   
3,888
     
294
     
174
     
(65
)
   
4,291
 
Total operating expenses
   
9,956
     
1,142
     
614
     
(65
)
   
11,647
 
                                         
Income before taxes
   
2,679
     
223
     
286
     
(850
)
   
2,338
 
                                         
Income tax expense (benefit)
   
377
     
48
     
(118
)
   
-
     
307
 
                                         
Net income
 
$
2,302
   
$
175
   
$
404
   
$
(850
)
 
$
2,031
 
                                         
Capital expenditures
 
$
197
   
$
-
   
$
-
   
$
-
   
$
197
 
                                         
Total assets
 
$
1,317,803
   
$
7,125
   
$
137,819
   
$
(137,362
)
 
$
1,325,385
 

   
Three Months Ended March 31, 2021
 
(dollars in thousands)
 
Bank
   
Trust
   
Unconsolidated Parent
   
Eliminations
   
Consolidated
 
Revenues
                             
Interest and dividend income
 
$
10,973
   
$
5
   
$
3,148
   
$
(3,148
)
 
$
10,978
 
Income from fiduciary activities
   
-
     
1,027
     
-
     
-
     
1,027
 
Other income
   
2,866
     
256
     
50
     
(65
)
   
3,107
 
Total operating income
   
13,839
     
1,288
     
3,198
     
(3,213
)
   
15,112
 
                                         
Expenses
                                       
Interest expense
   
818
     
-
     
4
     
-
     
822
 
Provision for loan losses
   
150
     
-
     
-
     
-
     
150
 
Salaries and employee benefits
   
5,320
     
743
     
164
     
-
     
6,227
 
Other expenses
   
4,063
     
279
     
54
     
(65
)
   
4,331
 
Total operating expenses
   
10,351
     
1,022
     
222
     
(65
)
   
11,530
 
                                         
Income before taxes
   
3,488
     
266
     
2,976
     
(3,148
)
   
3,582
 
                                         
Income tax expense (benefit)
   
550
     
56
     
(36
)
   
-
     
570
 
                                         
Net income
 
$
2,938
   
$
210
   
$
3,012
   
$
(3,148
)
 
$
3,012
 
                                         
Capital expenditures
 
$
121
   
$
5
   
$
-
   
$
-
   
$
126
 
                                         
Total assets
 
$
1,250,353
   
$
7,003
   
$
117,956
   
$
(117,674
)
 
$
1,257,638
 

The accounting policies of the segments are the same as those described in the summary of significant accounting policies reported in the Company’s 2021 Annual Report on Form 10-K. The Company evaluates performance based on profit or loss from operations before income taxes, not including nonrecurring gains or losses.
25


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Company. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements, the notes to the financial statements, and the other financial data included in this report, as well as the Company’s 2021 Form 10-K. In addition to current and historical information, the following discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to the Company’s future business, financial condition or results of operations. For a description of certain factors that may have a significant impact on future business, financial condition or results of operations, see “Cautionary Statement Regarding Forward-Looking Statements” at the end of this Item 2. “Management’s Discussion and Aanlysis of Financial Condition and Results of Operations.” Results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of results that may be attained for any other period. Amounts are rounded for presentation purposes while some of the percentages presented are computed based on unrounded amounts.

Overview
The Company’s primary goals are to maximize earnings by maintaining strong asset quality and deploying capital in profitable growth initiatives that will enhance long-term stockholder value. The Company operates in three principal business segments: the Bank, the Trust, and the Company as a separate segment, the Parent. Revenues from the Bank’s operations consist primarily of interest earned on loans and investment securities, fees earned on deposit accounts, debit card interchange, and treasury and commercial services and mortgage banking income. Trust’s operating revenues consist principally of income from fiduciary and asset management fees. The Parent’s revenues are mainly fees and dividends received from the Bank and Trust.

Net income for the three months ended March 31, 2022 was $2.0 million ($0.39 per diluted share) compared to $3.0 million ($0.58 per diluted share) for the three months ended March 31, 2021. Total assets of $1.3 billion as of March 31, 2022 decreased by $12.8 million from December 31, 2021.

Key factors affecting comparisons of consolidated net income for the three months ended March 31, 2022 are as follows. Comparisons are to the three months ended March 31, 2021 unless otherwise stated.


Loans held for investment (net of deferred fees and costs), excluding PPP (non-GAAP), increased $106.9 million, or 14.4%;

Average earning assets increased $95.8 million, or 8.3%;

Interest income decreased $508 thousand, or 4.6%. The Company recognized net PPP origination fees of $408 thousand in the first quarter of 2022 compared to $1.6 million in the first quarter of 2021;

Interest expense increased $11 thousand, or 1.3%, due primarily to an increase in long term borrowings partially offset by lower rates and shifts in funding to lower cost deposits;

Net Interest Margin (NIM) was 3.14% for the first quarter of 2022 compared to 3.58% for the first quarter of 2021. The decrease was due primarily to lower accretion of net PPP origination fees;

Fiduciary and asset management fees and other service charges, commissions and fees increased $45 thousand, or 4.4%, and $105 thousand, or 11.1%, respectively;

Mortgage banking income decreased $968 thousand or 81.5% due to declines in mortgage industry volume and rising interest rates; and

On July 14, 2021, the Company issued $30.0 million in aggregate principal amount of 3.50% fixed-to-floating rate subordinated notes due 2031 in a private placement transaction.  The Notes initially bear interest at a fixed rate of 3.50% for five years and convert to the three-month SOFR plus 286 basis points, resetting quarterly, thereafter. Interest expense attributable to these subordinated notes impacted the Company’s net interest income and net interest margin for the first quarter of 2022 but not for the corresponding 2021 period.

For more information about financial measures that are not calculated in accordance with GAAP, please see “Non-GAAP Financial Measures” below.

Capital Management and Dividends
Total equity was $108.1 million at March 31, 2022, compared to $120.8 million at December 31, 2021. Total equity decreased $12.7 million at March 31, 2022 compared to December 31, 2021, due primarily to unrealized losses in the market value of securities available for sale, which are recognized as a component of accumulated other comprehensive (loss) income, and the repurchase of shares under the Company’s share repurchase program, partially offset by net income. The Company’s securities available for sale are fixed income debt securities, and their decline in market value during the first quarter of 2022 was a result of increases in market interest rates. The Company expects to recover its investments in debt securities through scheduled payments of principal and interest and unrealized losses are not expected to affect the earnings or regulatory capital of the Company or its subsidiaries.

26

For the first quarter of 2022 the Company declared dividends of $0.13 per share, an increase of 8.3% over dividends of $0.12 per share declared in the first quarter of 2021. The Board of Directors of the Company continually reviews the amount of cash dividends per share and the resulting dividend payout ratio. The Company’s principal goals related to the maintenance of capital are to provide adequate capital to support the Company’s risk profile consistent with the board approved risk appetite, provide financial flexibility to support future growth and client needs, comply with relevant laws, regulations, and supervisory guidance, and provide a competitive return to stockholders. Risk-based capital ratios, which include CET1 capital, Tier 1 capital and Total capital for the Bank are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets.

The Company has a share repurchase program which was authorized by the Board of Directors in October 2021 to repurchase up to 10% of the Company’s issued and outstanding common stock through November 30, 2022. During the first quarter of 2022, 122,995 shares, for an aggregate purchase price of $3.0 million, were repurchased by the Company under this plan.

At March 31, 2022, the book value per share of the Company’s common stock was $21.12, and tangible book value per share (non-GAAP) was $20.75, compared to $23.06 and $22.69, respectively, at December 31, 2021. Refer to “Non-GAAP Financial Measures,” below, for information about non-GAAP financial measures, including a reconciliation to the most directly comparable financial measures calculated in accordance with U.S. GAAP.

Critical Accounting Estimates
The accounting and reporting policies of the Company are in accordance with U.S. GAAP and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions, and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses, and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position and/or results of operations. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them, as needed. Management has discussed the Company’s critical accounting policies and estimates with the Audit Committee of the Board of Directors.

Allowance for Loan Losses
The allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. Loan losses are charged against the allowance when it is believed the collection of the principal is unlikely. Subsequent recoveries of losses previously charged against the allowance are credited to the allowance. The allowance represents an amount that, in the Company’s judgment, will be adequate to absorb probable and estimable losses inherent in the loan portfolio. The judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs for relevant periods of time, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay and the value of collateral, overall portfolio quality and review of specific potential losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. In evaluating the level of the allowance, management considers a range of possible assumptions and outcomes related to the various factors identified above. Under alternative assumptions that we considered in developing our estimate of an allowance that will be adequate to absorb probable and estimable losses inherent in the loan portfolio at March 31, 2022, our estimate of the allowance varied between $8 million and $10 million.

For further information concerning accounting policies, refer to Note 1. Significant Accounting Policies of the Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” of the Company’s 2021 Form 10-K.

Results of Operations

Net Interest Income
The principal source of earnings for the Company is net interest income. Net interest income is the difference between interest and fees generated by earning assets and interest expense paid to fund them. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of net interest income. The NIM is calculated by dividing net interest income by average earning assets, or on a fully tax-equivalent basis, tax-equivalent net interest income by average earning assets.

For the first quarter of 2022, net interest income was $9.6 million, an decrease of $519 thousand or 5.1% from the first quarter of 2021. The decrease was primarily due to significant growth in average earning asset balances at lower average earning yields. Lower average earning yields were in part driven by accelerated recognition of net deferred fees related to PPP forgiveness at a lower volume during the first quarter of 2022. This was partially offset by higher average interest-bearing liabilities at lower average rates.

27

The NIM was 3.14% for the quarter ended March 31, 2022 as compared to 3.58% for the first quarter of 2021. Net interest income, on a fully tax-equivalent basis, was $9.7 million for the first quarter of 2022, a decrease of $510 thousand from the 2021 comparative quarter. On a fully tax-equivalent basis, NIM was 3.16% and 3.60%, for the quarters ended March 31, 2022 and 2021, respectively. Average loan yields were lower by 52 basis points due to the lower interest rate environment which resulted in lower average yields on new loan originations, including PPP loans, which earn interest at a fixed 1%, and repricing within the existing loan portfolio. Lower levels of accelerated recognition of deferred fees and costs related to PPP forgiveness also contributed to the decrease when comparing the 2022 and 2021 quarters. Loan fees and costs related to PPP loans are deferred at time of loan origination, are amortized into interest income over the remaining terms of the loans and accelerated upon forgiveness or repayment of the PPP loans. Net PPP fees of $408 thousand and $1.6 million were recognized in first quarter of 2022 and 2021, respectively. As of March 31, 2022, unamortized net deferred PPP fees were $284 thousand. Subordinated debt interest expense also impacted the NIM for the first quarter of 2022 but not for the first quarter of 2021. High levels of liquidity invested at lower yielding short-term levels in the low interest rate environment also continue to impact the NIM. For more information about these FTE financial measures, please see “Non-GAAP Financial Measures” below.

Average loans, which includes both loans held for investment and loans held for sale, increased $28.4 million to $863.9 million for the quarter ended March 31, 2022, compared to 2021. Average loans held for investment included $12.9 million and $69.7 million of average balances of loans originated under the PPP for 2022 and 2021, respectively. The increase in average loans outstanding in 2022 compared to 2021 was due primarily to growth in the commercial real estate, automobile, and consumer real estate segments of the loan portfolio. Average securities available for sale increased $49.7 million for 2022, compared to 2021, due primarily to higher purchases of securities. The average yield on the securities portfolio on a taxable-equivalent basis decreased 1 basis points for first quarter of 2022, compared to the first quarter of 2021.

Average money market, savings and interest-bearing demand deposits increased $67.2 million and average time deposits decreased $23.4 million, for the quarter ended March 31, 2022, respectively, compared to the same period in 2021, due to growth in consumer and business deposits primarily as a result of new accounts and liquidity from government stimulus programs as well as a shift from time deposits as a result of lower interest rates. Average noninterest-bearing demand deposits increased $46.0 million for the quarter ended March 31, 2022 compared to March 31, 2021. The average cost of interest-bearing deposits decreased 16 basis points for the first quarter of 2022 compared to the 2021 comparatvie period, due primarily to lower rates on deposits and a shift in composition from time deposits. While changes in rates take effect immediately for interest checking, money market and savings accounts, changes in the average cost of time deposits lag changes in pricing based on the repricing of time deposits at maturity.

Average borrowings decreased $7.8 million for the first quarter of 2022 compared to the same period in 2021 due primarily to the repayment of PPPLF borrowings during 2021 primarily offset by long-term borrowings related to the issuance of subordinated notes by the Company during July 2021. The average cost of borrowings increased 318 basis points during the first quarter of 2022 compared to 2021 due primarily to the issuance of subordinated notes by the Company during July 2021.

28

The following table shows analyses of average earning assets, interest-bearing liabilities and rates and yields for the periods indicated. Nonaccrual loans are included in loans outstanding.

TABLE 1: AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND RATES
   
For the quarters ended March 31,
 
 
 
2022
   
2021
 
(dollars in thousands)
 
Average
Balance
   
Interest
Income/
Expense
   
Yield/
Rate**
   
Average
Balance
   
Interest
Income/
Expense
   
Yield/
Rate**
 
ASSETS
                                   
Loans*
 
$
863,897
   
$
9,196
     
4.32
%
 
$
835,349
   
$
9,965
     
4.84
%
Investment securities:
                                               
Taxable
   
201,940
     
989
     
1.99
%
   
159,516
     
770
     
1.96
%
Tax-exempt*
   
37,007
     
265
     
2.90
%
   
29,696
     
229
     
3.12
%
Total investment securities
   
238,947
     
1,254
     
2.13
%
   
189,212
     
999
     
2.14
%
Interest-bearing due from banks
   
137,601
     
73
     
0.22
%
   
124,347
     
43
     
0.14
%
Federal funds sold
   
4,441
     
1
     
0.09
%
   
4
     
-
     
0.04
%
Other investments
   
1,142
     
14
     
4.90
%
   
1,319
     
30
     
9.16
%
Total earning assets
   
1,246,028
   
$
10,538
     
3.43
%
   
1,150,231
   
$
11,037
     
3.89
%
Allowance for loan losses
   
(9,989
)
                   
(9,648
)
               
Other non-earning assets
   
93,796
                     
97,123
                 
Total assets
 
$
1,329,835
                   
$
1,237,706
                 
                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                                         
Time and savings deposits:
                                               
Interest-bearing transaction accounts
 
$
75,129
   
$
3
     
0.02
%
 
$
67,759
   
$
3
     
0.02
%
Money market deposit accounts
   
389,368
     
163
     
0.17
%
   
347,530
     
201
     
0.24
%
Savings accounts
   
126,258
     
10
     
0.03
%
   
108,262
     
11
     
0.04
%
Time deposits
   
167,859
     
361
     
0.87
%
   
191,298
     
584
     
1.24
%
Total time and savings deposits
   
758,614
     
537
     
0.29
%
   
714,849
     
799
     
0.45
%
Federal funds purchased, repurchase agreements and other borrowings
   
4,589
     
1
     
0.10
%
   
26,253
     
23
     
0.35
%
Long term borrowings
   
29,419
     
295
     
4.01
%
   
-
     
-
     
0.00
%
Total interest-bearing liabilities
   
792,622
     
833
     
0.43
%
   
741,102
     
822
     
0.45
%
Demand deposits
   
414,080
                     
368,073
                 
Other liabilities
   
5,368
                     
9,906
                 
Stockholders' equity
   
117,765
                     
118,625
                 
Total liabilities and stockholders' equity
 
$
1,329,835
                   
$
1,237,706
                 
Net interest margin
         
$
9,705
     
3.16
%
         
$
10,215
     
3.60
%
 
*Computed on a fully tax-equivalent basis (non-GAAP) using a 21% rate, adjusting interest income by $68 thousand and $59 thousand for March 31, 2022 and 2021, respectively.
**Annualized

Interest income and expense are affected by fluctuations in interest rates, by changes in volume of earning assets and interest-bearing liabilities, and by the interaction of rate and volume factors. The following table shows the direct causes of the period-to-period changes in the components of net interest income.  The Company calculates the rate and volume variances using a formula prescribed by the SEC. Rate/volume variances, the third element in the calculation, are not show separately in the table, but are allocated to the rate and volume variances in proportion to the absolute dollar amounts of each.

29

TABLE 2: VOLUME AND RATE ANALYSIS*
   
Three months ended March 31, 2022 from 2021
Increase (Decrease)
 
   
Due to Changes in:
 
(dollars in thousands)
 
Volume
   
Rate
   
Total
 
EARNING ASSETS
                 
Loans
 
$
345
   
$
(1,114
)
 
$
(769
)
Investment securities:
                       
Taxable
   
208
     
11
     
219
 
Tax-exempt
   
57
     
(21
)
   
36
 
Total investment securities
   
265
     
(10
)
   
255
 
 
                       
Federal funds sold
   
0
     
1
     
1
 
Other investments **
   
1
     
13
     
14
 
Total earning assets
   
611
     
(1,110
)
   
(499
)
                         
INTEREST-BEARING LIABILITIES
                       
Interest-bearing transaction accounts
   
0
     
(0
)
   
-
 
Money market deposit accounts
   
25
     
(63
)
   
(38
)
Savings accounts
   
2
     
(3
)
   
(1
)
Time deposits
   
(73
)
   
(150
)
   
(223
)
Total time and savings deposits
   
(46
)
   
(216
)
   
(262
)
Federal funds purchased, repurchaseagreements and other borrowings
   
(19
)
   
(3
)
   
(22
)
Long term borrowings
   
-
     
295
     
295
 
Total interest-bearing liabilities
   
(65
)
   
76
     
11
 
                         
Change in net interest income
 
$
676
   
$
(1,186
)
 
$
(510
)
* Computed on a fully tax-equivalent basis, non-GAAP, using a 21% rate.
** Other investments include interest-bearing balances due from banks.

The Company believes NIM may be affected in future periods by several factors that are difficult to predict, including (1) changes in interest rates, which may depend on the severity of adverse economic conditions, inflationary pressures, the timing and extent of any economic recovery, and the extent or continuing impact of government stimulus measures, which are inherently uncertain, and (2) possible changes in the composition of earning assets which may result from decreased loan demand as a result of the current economic environment. During the first quarter of 2022, market interest rates increased and the Company is asset sensitive at March 31, 2022; however, the Company can give no assurance as to the ultimate impact of rising interest rates or as to when or for how long the Company may experience an increase in the NIM.

Provision for Loan Losses
The provision for loan losses is a charge against earnings necessary to maintain the allowance for loan losses at a level consistent with management's evaluation of the portfolio. This expense is based on management's estimate of probable credit losses inherent in the loan portfolio. Management's evaluation included credit quality trends, collateral values, discounted cash flow analysis, loan volumes, geographic, borrower and industry concentrations, the findings of internal credit quality assessments and results from external regulatory examinations. These factors, as well as identified impaired loans, historical losses and current economic and business conditions including uncertainties associated with the COVID-19 pandemic, were used in developing estimated loss factors for determining the loan loss provision. Based on its analysis of the adequacy of the allowance for loan losses, management concluded that the provision was appropriate.

For the three months ended March 31, 2022, the Company recognized a provision for loan losses of $101 thousand compared to a provision of $150 thousand for the first quarter of 2021. The lower provision expense during the first quarter of 2022 was driven primarily by the shift of one large commercial relationship from pooled to individually impaired with no specific reserve, partially offset by qualitative factor adjustments for volume trends. Charged-off loans totaled $700 thousand in the first quarter of 2022, compared to $316 thousand in the first quarter of 2021. Recoveries amounted to $254 thousand and $286 thousand for the quarters ended March 31, 2022 and 2021, respectively. The Company’s annualized net loans charged off to average loans were 0.21% for the first quarter of 2022 as compared to 0.01% for the first quarter of 2021.

The state of the local economy can have a significant impact on the level of loan charge-offs. If the economy begins to contract, nonperforming assets could increase as a result of declines in real estate values and home sales or increases in unemployment rates and financial stress on borrowers. Increased nonperforming assets would increase charge-offs and reduce earnings due to larger contributions to the loan loss provision.

30

Noninterest Income
Noninterest income was $3.5 million for the three months ended March 31, 2022, a decrease of $619 thousand or 15.0% from the first quarter of 2021.  Although fiduciary and asset management fees, service charges on deposit accounts, other service charges, commissions and fees, bank-owned life insurance income, and other operating income increased compared to the prior year quarter, these increases were offset by lower mortgage banking income driven by reductions in volume which were attributable to changes in mortgage market conditions, resulting in a decline in noninterest income for the first quarter of 2022 when compared to the prior year quarter.

The Company continues to focus on diversifying noninterest income through efforts to expand Trust, insurance, and mortgage banking activities, and a continued focus on business checking and other corporate services.

Noninterest Expense
Noninterest expense was $10.7 million for the first quarter of 2022, an increase of $155 thousand, or 1.5%, compared to $10.6 million for the first quarter of 2021. The increase over the prior year quarter was primarily driven by increased salary and benefit expense and employee professional development related to recruiting partially offset by decreased ATM and other losses and other operating expenses.  The increase in salary and benefits was related to lower commission expense of $215 thousand offset by lower deferred loan costs of $381 thousand.

During the first quarter of 2022, the Company completed implementation of a new online account opening solution, continues to navigate the ongoing roadmap for bank-wide technology and operating efficiency initiatives, is actively assessing major vendor contracts and relationships, and completed the closure of two branches, creating a more streamlined branch footprint.

The Company’s income tax expense decreased $263 thousand for the first quarter of 2022 when compared to the same period in 2021 primarily due to changes in the levels of net income and the mix of effective tax exempt income. The effective federal income tax rates for the three months ended March 31, 2022 and March 31, 2021 were 13.1% and 15.9%, respectively.

Balance Sheet Review
At March 31, 2022, the Company had total assets of $1.3 billion, a decrease of $12.8 million compared to assets as of December 31, 2021.

Net loans held for investment increased $12.1 million or 1.5%, from $833.7 million at December 31, 2021 to $845.7 million at March 31, 2022. Loans held for investment, excluding PPP (non-GAAP), grew 2.8%, or $23.2 million, driven by loan growth in the following segments: commercial real estate of $12.6 million, construction, land development, and other land loans of $6.1 million, and multi-family residential real estate of $7.7 million. This segmented growth was partially offset by a decrease in PPP loans of $11.5 million. Cash and cash equivalents decreased $29.6 million or 15.8% from December 31, 2021 to March 31, 2022, and securities available for sale increased $3.7 million or 1.6% over the same period as additional liquidity provided by growth in deposit accounts was deployed in the Company’s investment portfolio.

Total deposits of $1.2 billion as of March 31, 2022 increased $1.8 million, or 0.2% from December 31, 2021. Noninterest-bearing deposits decreased $36.4 million, or 8.6%, savings deposits increased $42.3 million, or 7.2%, and time deposits decreased $4.1 million, or 2.5%. Liquidity continues to be impacted by record cumulative levels of consumer savings, government stimulus, and PPP loan related deposits.

The Company utilized the PPPLF initiated by the Federal Reserve Bank to partially fund PPP loan originations. PPPLF borrowings were fully repaid during the first quarter of 2022 compared to $480 thousand at December 31, 2021.  The Company also utilizes FHLB advances as a source of liquidity as needed. At March 31, 2022 and December 31, 2021, the Company had no FHLB advances.

Securities Portfolio
When comparing March 31, 2022 to December 31, 2021, securities available-for-sale increased $3.7 million, or 1.5%. The majority of the change was due primarily to purchases of U.S. Treasury securities, securities issued by state and political subdivisions, and corporate bonds and other securities to deploy additional liquidity provided by growth in deposit accounts rather than holding in lower yielding cash reserves.

The Company’s strategy for the securities portfolio is primarily intended to manage the portfolio’s susceptibility to interest rate risk and to provide liquidity to fund loan growth. The securities portfolio is also adjusted to achieve other asset/liability objectives, including pledging requirements, and to manage tax exposure when necessary.

31

The following table sets forth a summary of the securities portfolio:

TABLE 3: SECURITIES PORTFOLIO

(Dollars in thousands)
 
March 31,
2022
   
December 31,
2021
 
U.S. Treasury securities
 
$
17,895
   
$
14,904
 
Obligations of U.S. Government agencies
   
37,247
     
38,558
 
Obligations of state and political subdivisions
   
67,756
     
65,803
 
Mortgage-backed securities
   
86,575
     
89,058
 
Money market investments
   
1,147
     
2,413
 
Corporate bonds and other securities
   
27,403
     
23,585
 
     
238,023
     
234,321
 
Restricted securities:
               
Federal Home Loan Bank stock
 
$
682
     
383
 
Federal Reserve Bank stock
   
665
     
609
 
Community Bankers' Bank stock
   
42
     
42
 
     
1,389
     
1,034
 
Total Securities
 
$
239,412
   
$
235,355
 

For more information about the Company’s securities available for sale, including information about securities in an unrealized loss position at March 31, 2022 and December 31, 2021, see Part I, Item 1, “Financial Statements” under the heading Note 2, Securities in this Quarterly Report on Form 10-Q.

Loan Portfolio
The following table shows a breakdown of total loans by segment at March 31, 2022 and December 31, 2021.

TABLE 5: LOAN PORTFOLIO

   
March 31,
   
December 31,
 
(Dollars in thousands)
 
2022
   
2021
 
Commercial and industrial
 
$
58,886
   
$
68,690
 
Real estate-construction
   
64,502
     
58,440
 
Real estate-mortgage (1)
   
212,824
     
206,368
 
Real estate-commercial
   
394,987
     
382,603
 
Consumer
   
117,701
     
118,441
 
Other
   
6,334
     
8,984
 
Ending Balance
 
$
855,234
   
$
843,526
 
                 
(1) The real estate-mortgage segment included residential 1-4 family, multi-family, second mortgages and equity lines of credit.
 

Based on the North American Industry Classification System code, there are no categories of loans that exceed 10% of total loans other than the categories disclosed in the preceding table.

As of March 31, 2022, the total loan portfolio increased by $11.7 million or 1.4% from December 31, 2021, primarily due to increases in real estate construction, real estate mortgage, and real estate-commercial which were offset by reductions in commercial and industrial due to a decline of $11.5 million in PPP loans outstanding. Net loans held for investment increased 1.5% from December 31, 2021 to March 31, 2022. Loans held for investment (net of deferred fees and costs), excluding PPP (non-GAAP), grew 2.8%.

For more information about the Company’s loan portfolio at March 31, 2022 and December 31, 2021, see Part I, Item 1, “Financial Statements” under the heading Note 3, Loans and the Allowance for Loan Losses in this Quarterly Report on Form 10-Q.

32

Nonperforming Assets
Nonperforming assets consist of nonaccrual loans, loans past due 90 days or more and accruing interest, nonperforming restructured loans, and other real estate owned (OREO). Restructured loans are loans with terms that were modified in a troubled debt restructuring (TDR) for borrowers experiencing financial difficulties. Refer to Part I, Item 1, “Financial Statements” under the heading Note 3, Loans and the Allowance for Loan Losses in this Quarterly Report on Form 10-Q for more information.

Nonperforming assets increased by $3.3 million from $1.5 million at December 31, 2021 to $4.8 million at March 31, 2022. The total at March 31, 2022 consisted of $624 thousand in loans still accruing interest but past due 90 days or more and $4.2 million in nonaccrual loans. All of the nonaccrual loans are classified as impaired and 93.9% of the nonaccrual loans at March 31, 2022 were secured by real estate. Impaired loans are a component of the allowance for loan losses. When a loan changes from “90 days past due but still accruing interest” to “nonaccrual” status, the loan is normally reviewed for impairment. If impairment is identified, then the Company records a charge-off based on the value of the collateral or the present value of the loan’s expected future cash flows, discounted at the loan's effective interest rate. If the Company is waiting on an appraisal to determine the collateral’s value, management allocates funds to cover the deficiency to the allowance for loan losses based on information available to management at the time.

The recorded investment in impaired loans increased to $6.6 million as of March 31, 2022 from $1.3 million as of December 31, 2021 as detailed in Part I, Item 1, “Financial Statements” under the heading Note 3, Loans and the Allowance for Loan Losses in this Quarterly Report on Form 10-Q. The majority of these loans were collateralized.

The following table presents information concerning the aggregate amount of nonperforming assets, which includes nonaccrual loans, past due loans, TDRs and OREO:
TABLE 6: NONPERFORMING ASSETS
 
   
March 31,
   
December 31,
 
(dollars in thousands)
 
2022
   
2021
 
Nonaccrual loans
           
Commercial and industrial
 
$
255
   
$
174
 
Real estate-construction
   
998
     
-
 
Real estate-mortgage (1)
   
164
     
191
 
Real estate-commercial
   
2,770
     
113
 
Total nonaccrual loans
 
$
4,187
   
$
478
 
                 
Loans past due 90 days or more and accruing interest
               
Commercial and industrial
 
$
-
   
$
169
 
Consumer loans (2)
   
614
     
846
 
Other
   
10
     
10
 
Total loans past due 90 days or more and accruing interest
 
$
624
   
$
1,025
 
                 
Restructured loans
               
Real estate-construction
 
$
78
   
$
79
 
Real estate-mortgage (1)
   
418
     
450
 
Real estate-commercial
   
399
     
413
 
Total restructured loans
 
$
895
   
$
942
 
Less nonaccrual restructured loans (included above)
   
164
     
191
 
Less restructured loans currently in compliance (3)
   
731
     
751
 
Net nonperforming, accruing restructured loans
 
$
-
   
$
-
 
Nonperforming loans
 
$
4,811
   
$
1,503
 
                 
Total nonperforming assets
 
$
4,811
   
$
1,503
 
                 
Interest income that would have been recorded under original loan terms on nonaccrual loans above
 
$
75
   
$
11
 
Interest income recorded for the period on nonaccrual loans included above
 
$
4
   
$
2
 
                 
Total loans
 
$
855,234
   
$
843,526
 
ALLL
 
$
9,520
   
$
9,865
 
Nonaccrual loans to total loans
   
0.49
%
   
0.06
%
ALLL to total loans
   
1.11
%
   
1.17
%
ALLL to nonaccrual loans
   
227.37
%
   
2063.81
%
(1) The real estate-mortgage segment includes residential 1 – 4 family, second mortgages and equity lines of credit.
(2) Amounts listed include student loans and small business loans with principal and interest amounts that are 97 - 100% guaranteed by the federal government. The past due principal portion of these guaranteed loans totaled $409 thousand at March 31, 2022 and $711 thousand at December 31, 2021. For additional information, refer to Note 3, Loans and Allowance for Loan Losses included in Part I, Item 1, “Financial Statements” of this report on Quarterly Report on Form 10-Q.
(3) Amounts listed represent restructured loans that are in compliance with their modified terms as of the date presented.

33

As shown in the table above, as of March 31, 2022 compared to December 31, 2021, the nonaccrual loan category increased by $3.7 million and the 90-days past due and still accruing interest category decreased by $401 thousand or 39.1%. The increase in nonaccrual loans during the first quarter of 2022 was driven by one well-secured large commercial relationship which was downgraded during the fourth quarter of 2021 and became impaired and placed on nonaccrual status during the first quarter of 2022.

The nonaccrual loans at March 31, 2022 were related to eight credit relationships. All loans in these relationships have been analyzed to determine whether the cash flow of the borrower and the collateral pledged to secure the loans is sufficient to cover outstanding principal balances. The Company has set aside specific allocations for those loans without sufficient cash flow or collateral and charged off any balance that management does not expect to collect.

The majority of the loans past due 90 days or more and still accruing interest at March 31, 2022 ($409 thousand) were student loans. The federal government has provided guarantees of repayment of these student loans in an amount ranging from 97% to 98% of the total principal and interest of the loans; as such, management does not expect even a significant increase in past due student loans to have a material effect on the Company.

Management believes the Company has excellent credit quality review processes in place to identify problem loans quickly. For a detailed discussion of the Company’s nonperforming assets, refer to Part I, Item 1, “Financial Statements” under the heading Note 3, Loans and the Allowance for Loan Losses in this Quarterly Report on Form 10-Q.

The Allowance for Loan Losses
The allowance for loan losses is based on several components. In evaluating the adequacy of the allowance, each segment of the loan portfolio is divided into several pools of loans:

1.
Specific identification (regardless of risk rating)
2.
Pool–substandard
3.
Pool–other assets especially mentioned (OAEM) (rated just above substandard)
4.
Pool–pass loans (all other rated loans)

The first component of the allowance for loan losses is determined based on specifically identified loans that may become impaired. These loans are individually analyzed for impairment and include nonperforming loans and both performing and nonperforming TDRs. This component may also include loans considered impaired for other reasons, such as outdated financial information on the borrower or guarantors or financial problems of the borrower, including operating losses, marginal working capital, inadequate cash flow, or business interruptions. Changes in TDRs and nonperforming loans affect the dollar amount of the allowance. Increases in the impairment allowance for TDRs and nonperforming loans are reflected as an increase in the allowance for loan losses except in situations where the TDR or nonperforming loan does not require a specific allocation (i.e., the discounted present value of expected future cash flows or the collateral value is considered sufficient).

The majority of the Company's TDRs and nonperforming loans are collateralized by real estate. When reviewing loans for impairment, the Company obtains current appraisals when applicable. If the Company has not yet received a current appraisal on loans being reviewed for impairment, any loan balance that is in excess of the estimated appraised value is allocated in the allowance. As of March 31, 2022 and December 31, 2021, the impaired loan component of the allowance for loan losses amounted to $33 thousand and $128 thousand, respectively. The decrease in the impaired loan component is due primarily to the charge-off of one credit relationship. The impaired loan component of the allowance for loan losses is reflected as a valuation allowance related to impaired loans in Note 3, Loans and the  Allowance for Loan Losses included in Part I, Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q.

The second component of the allowance consists of qualitative factors and includes items such as economic conditions, growth trends, loan concentrations, changes in certain loans, changes in underwriting, changes in management and legal and regulatory changes.

Historical loss is the final component of the allowance for loan losses. The calculation of the historical loss component is conducted on loans evaluated collectively for impairment and uses migration analysis with eight migration periods covering twelve quarters each on pooled segments. These segments are based on the loan classifications set by the Federal Financial Institutions Examination Council in the instructions for the Call Report applicable to the Bank.

Consumer loans not secured by real estate and made to individuals for household, family and other personal expenditures are segmented into pools based on whether the loan's payments are current (including loans 1 – 29 days past due), 30 – 59 days past due, 60 – 89 days past due, or 90 days or more past due. All other loans, including loans to consumers that are secured by real estate, are segmented by the Company's internally assigned risk grades: substandard, other assets especially mentioned (rated just above substandard), and pass (all other loans). The Company may also assign loans to the risk grades of doubtful or loss, but as of March 31, 2022 and December 31, 2021, the Company had no loans in these categories.

34

The overall historical loss rate from December 31, 2021 to March 31, 2022, improved 8 basis points as a percentage of loans evaluated collectively for impairment as a result of overall improving asset quality. For the same period, the qualitative factor components increased 1 basis point as a percentage of loans evaluated collectively for impairment overall. This increase was primarily due to adjustments for change in volume for certain segments. While there have not been significant changes in overall credit quality of the loan portfolio from December 31, 2021 to March 31, 2022, management will continue to monitor economic recovery challenges at macro and micro levels, including levels of inflation, the impacts of new COVID-19 variants, expansion and contraction of pandemic-related government stimulus efforts, supply chain disruption, and employment levels, which may be delaying signs of credit deterioration. If there are further challenges to the economic recovery, elevated levels of risk within the loan portfolio may require additional increases in the allowance for loan losses.

On a combined basis, the historical loss and qualitative factor components amounted to $9.5 million as of March 31, 2022 and $9.7 million as of December 31, 2021. Management is monitoring portfolio activity, such as levels of deferral and/or modification requests, deferral and/or modification concentration levels by collateral, as well as industry concentration levels to identify areas within the loan portfolio which may create elevated levels of risk should the economic environment created by uncertainty related to COVID-19 pandemic present indications of economic instability that is other than temporary in nature.

Overall Change in Allowance
As a result of management's analysis, the Company added, through the provision, $101 thousand to the ALLL for the quarter ended March 31, 2022. The ALLL, as a percentage of period-end loans held for investment, was 1.11% and 1.17% at March 31, 2022 and December 31, 2021, respectively. The decrease in the ALLL as a percentage of loans held for investment at March 31, 2022 compared to the December 31, 2021 was primarily attributable to: (i) an increase in loans held for investment, excluding PPP loans (non-GAAP); (ii) continued improvement in historical qualitative loss rates; and (iii) the shift of one large commercial relationship from pooled to individually impaired with no specific reserve, partially offset by qualitative factor adjustments for volume trends. Excluding PPP loans, the ALLL as a percentage of loans held for investment was 1.12% and 1.20% at March 31 2022 and December 31, 2021, respectively.  Loans held for investment excluding PPP loans is a non-GAAP financial measure. For more information about financial measures that are not calculated in accordance with GAAP, please see “Non-GAAP Financial Measures” below. Management believes that the allowance has been appropriately funded for losses on existing loans, based on currently available information. Low levels of past dues and year-over-year quantitative historical loss rates continue to demonstrate improvement. The Company will continue to monitor the loan portfolio, levels of nonperforming assets, and the sustainability of improving asset quality trends experienced closely and make changes to the allowance for loan losses when necessary. As the economic impact of the COVID-19 pandemic continues to evolve, elevated levels of risk within the loan portfolio may require additional increases in the ALLL.

The allowance for loan losses represents an amount that, in management’s judgement, will be adequate to absorb probable and estimable losses inherent in the loan portfolio.  The provision for loan losses increase the allowance and loans charged-off, net of recoveries, reduce the allowance.  The following table presents the Company’s loan loss experience for the periods indicated:

TABLE 7: ALLOWANCE FOR LOAN LOSSES
For the three month ended March 31, 2022
(Dollars in thousands)
 
Commercial
and Industrial
   
Real Estate
Construction
   
Real Estate -
Mortgage (1)
   
Real Estate -
Commercial
   
Consumer
   
Other
   
Unallocated
   
Total
 
Allowance for loan losses:
                                               
Balance, beginning
 
$
683
   
$
459
   
$
2,390
   
$
4,787
   
$
1,362
   
$
184
   
$
-
   
$
9,865
 
Charge-offs
   
(296
)
   
-
     
-
     
-
     
(307
)
   
(97
)
   
-
     
(700
)
Recoveries
   
77
     
-
     
30
     
-
     
116
     
31
     
-
     
254
 
Provision for loan losses
   
72
     
45
     
14
     
(187
)
   
170
     
(13
)
   
-
     
101
 
Ending Balance
 
$
536
   
$
504
   
$
2,434
   
$
4,600
   
$
1,341
   
$
105
   
$
-
   
$
9,520
 
                                                                 
Average loans
   
67,002
     
60,513
     
212,063
     
398,547
     
116,691
     
7,375
             
862,191
 
Ratio of net charge-offs to average loans
   
0.33
%
   
0.00
%
   
-0.01
%
   
0.00
%
   
0.16
%
   
0.89
%
           
0.05
%

For the three month ended March 31, 2021
(Dollars in thousands)
 
Commercial
and Industrial
   
Real Estate
Construction
   
Real Estate -
Mortgage (1)
   
Real Estate -
Commercial
   
Consumer
   
Other
   
Unallocated
   
Total
 
Allowance for loan losses:
                                               
Balance, beginning
 
$
650
   
$
339
   
$
2,560
   
$
4,434
   
$
1,302
   
$
123
   
$
133
   
$
9,541
 
Charge-offs
   
(4
)
   
-
     
(1
)
   
-
     
(197
)
   
(114
)
   
-
     
(316
)
Recoveries
   
2
     
-
     
14
     
1
     
213
     
56
     
-
     
286
 
Provision for loan losses
   
93
     
(17
)
   
(24
)
   
(118
)
   
(33
)
   
196
     
53
     
150
 
Ending Balance
 
$
741
   
$
322
   
$
2,549
   
$
4,317
   
$
1,285
   
$
261
   
$
186
   
$
9,661
 
                                                                 
Average loans
   
128,458
     
42,744
     
205,115
     
323,380
     
116,981
     
8,764
             
825,442
 
Ratio of net charge-offs to average loans
   
0.00
%
   
0.00
%
   
-0.01
%
   
0.00
%
   
-0.01
%
   
0.66
%
           
0.00
%

(1) The real estate-mortgage segment included residential 1-4 family, multi-family, second mortgages and equity lines of credit.

35

The following table shows the amount of the allowance for loan losses allocated to each category and the ratio of corresponding outstanding loan balances as of the periods indicated. Although the allowance for loan losses is allocated into these categories, the entire allowance for loan losses is available to cover loan losses in any category.

TABLE 8: ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

   
March 31,
   
December 31,
 
   
2022
   
2021
 
(Dollars in thousands)
 
Amount
   
Percent of
Loans to
Total
Loans
   
Amount
   
Percent of
Loans to
Total
Loans
 
Commercial and industrial
 
$
536
     
6.89
%
 
$
683
     
8.14
%
Real estate-construction
   
504
     
7.54
%
   
459
     
6.93
%
Real estate-mortgage (1)
   
2,434
     
24.88
%
   
2,390
     
24.46
%
Real estate-commercial
   
4,600
     
46.18
%
   
4,787
     
45.36
%
Consumer
   
1,341
     
13.76
%
   
1,362
     
14.04
%
Other
   
105
     
0.74
%
   
184
     
1.07
%
Ending Balance
 
$
9,520
     
100.00
%
 
$
9,865
     
100.00
%
                                 
(1) The real estate-mortgage segment included residential 1-4 family, multi-family, second mortgages and equity lines of credit.
 

Deposits
The following table shows the average balances and average rates paid on deposits for the periods presented.

TABLE 9: DEPOSITS

   
Three months ended March 31,
 
   
2022
   
2021
 
(Dollars in thousands)
 
Average
Balance
   
Average
Rate
   
Average
Balance
   
Average
Rate
 
Interest-bearing transaction
 
$
75,129
     
0.02
%
 
$
67,759
     
0.02
%
Money market
   
389,368
     
0.17
%
   
347,530
     
0.24
%
Savings
   
126,258
     
0.03
%
   
108,262
     
0.04
%
Time deposits
   
167,859
     
0.87
%
   
191,298
     
1.24
%
Total interest bearing
   
758,614
     
0.29
%
   
714,849
     
0.45
%
Demand
   
414,080
             
368,073
         
Total deposits
 
$
1,172,694
           
$
1,082,922
         

The Company’s average total deposits were $1.2 billion for the three months ended March 31, 2022, an increase of $89.8 million or 8.3% from average total deposits for the three months ended March 31, 2021. Demand deposit and money market account categories had the largest increases, totaling $46.0 million and $41.8 million, respectively. Average time deposits, which is the Company’s most expensive deposit category, decreased by a total of $23.4 million as seen in the table above. The average rate paid on interest-bearing deposits by the Company in 2022 was 0.29% compared to 0.45% in 2021.

The impact of government stimulus, PPP loan related deposits, and higher levels of consumer savings were primary drivers of the increase in total deposits. The Company remains focused on increasing lower-cost deposits by actively targeting new noninterest-bearing deposits and savings deposits.

As of March 31, 2022 and 2021, the estimated amounts of total uninsured deposits were $273.7 million and $240.7 million, respectively.  The following table shows maturities of the estimated amounts of uninsured time deposits at March 31, 2022.  The estimate of uninsured deposits generally represents the portion of deposit accounts that exceed the FDIC insurance limit of $250,000 and is calculated based on the same methodologies and assumptions used for purposes of the Bank’s regulatory reporting requirements.

36

TABLE 10: MATURITIES OF UNINSURED TIME DEPOSITS

   
As of March 31,
 
(dollars in thousands)
 
2022
   
2021
 
Maturing in:
           
Within 3 months
 
$
12,631
   
$
13,006
 
4 through 6 months
   
8,512
     
4,381
 
7 through 12 months
   
4,397
     
8,913
 
Greater than 12 months
   
13,226
     
16,020
 
 
 
$
38,766
   
$
42,320
 

Capital Resources
Total stockholders' equity as of March 31, 2022 was $108.1 million, down 10.5% from $120.8 million on December 31, 2021. The decrease was related to unrealized losses in the market value of securities available for sale, which are recognized as a component of accumulated other comprehensive (loss) income and was driven by increases in market interest rates, and the repurchase of 122,995 shares, for an aggregate purchase price of $3.0 million, under the Company’s share repurchase program, partially offset by retained earnings.

The assessment of capital adequacy depends on such factors as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. The adequacy of the Company’s and the Bank’s capital is regularly reviewed. The Company targets regulatory capital levels that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses. While the Company will continue to look for opportunities to invest capital in profitable growth, the Company will also consider investing capital in other transactions, such as share repurchases, that facilitate improving shareholder return, as measured by ROE and earnings per share.

The Bank’s capital position remains strong as evidenced by the regulatory capital measurements. Under the banking regulations, Total Capital is composed of core capital (Tier 1) and supplemental capital (Tier 2). Tier 1 capital consists of common stockholders' equity less goodwill. Tier 2 capital consists of certain qualifying debt and a qualifying portion of the allowance for loan losses.

In June 2013, the federal bank regulatory agencies adopted the Basel III Capital Rules (i) to implement the Basel III capital framework and (ii) for calculating risk-weighted assets. These rules became effective January 1, 2015, subject to limited phase-in periods. The EGRRCPA, enacted in May 2018, required action by the FRB to expand the applicability of its Small Bank Holding Company Policy Statement, which, among other things, exempts certain bank holding companies from reporting consolidated regulatory capital ratios and from minimum regulatory capital requirements that apply to other bank holding companies. In August 2018, the FRB issued an interim final rule provisionally expanding the applicability of the small bank holding company policy statement to bank holding companies with consolidated total assets of less than $3 billion.  The statement previously applied only to bank holding companies with consolidated total assets of less than $1 billion. As a result of the interim final rule, which was effective upon its issuance, the Company expects that it will be treated as a small bank holding company and will not be subject to regulatory capital requirements.  For an overview of the Basel III Capital Rules and the EGRRCPA, refer to “Regulation and Supervision” included in Item 1, “Business” of the Company’s 2021 Form 10-K.

On September 17, 2019 the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (CBLR) framework), as required by the EGRRCPA. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

In order to qualify for the CBLR framework, a community banking organization must have a Tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The CBLR framework was available for banks to begin using in their March 31, 2020, Call Report. The Bank did not opt into the CBLR framework.

37

The following is a summary of the Bank’s capital ratios as of March 31, 2022 and December 31, 2021. As shown below, these ratios were all well above the recommended regulatory minimum levels.
TABLE 11: REGULATORY CAPITAL
 
 
2022
Regulatory
Minimums
   
March 31, 2022
   
2021
Regulatory
Minimums
   
December 31, 2021
 
Common Equity Tier 1 Capital to Risk-Weighted Assets
   
4.500
%
   
12.19
%
   
4.500
%
   
12.57
%
Tier 1 Capital to Risk-Weighted Assets
   
6.000
%
   
12.19
%
   
6.000
%
   
12.57
%
Tier 1 Leverage to Average Assets
   
4.000
%
   
9.18
%
   
4.000
%
   
9.09
%
Total Capital to Risk-Weighted Assets
   
8.000
%
   
13.15
%
   
8.000
%
   
13.61
%
Capital Conservation Buffer
   
2.500
%
   
5.15
%
   
2.500
%
   
5.61
%
Risk-Weighted Assets (in thousands)
         
$
995,172
           
$
952,218
 

On July 14, 2021, the Company issued $30.0 million in aggregate principal amount of 3.50% fixed-to-floating rate subordinated notes due 2031 (the Notes) in a private placement transaction.  The Notes initially bear interest at a fixed rate of 3.50% for five years and convert to three month SOFR plus 286 basis points, resetting quarterly, thereafter.  The Notes were structured to qualify as Tier 2 capital for regulatory purposes and are included in the Company’s Tier 2 capital as of March 31, 2022 and December 31, 2021.

Effective October 19, 2021, the Company’s Board of Directors approved a stock repurchase program. The Company is authorized pursuant to this program to repurchase up to 10% of the Company’s issued and outstanding common stock through November 30, 2022. Repurchases under the program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program, if any, will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares as a percentage of tangible book value, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Company will purchase any shares under the program. The Company repurchased 122,995 shares of the Company’s common stock at an aggregate cost of $3.0 million under this plan during the first quarter of 2022.

Liquidity
Liquidity is the ability of the Company to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, investments in securities and loans maturing within one year.

A major source of the Company’s liquidity is its large, stable deposit base. In addition, secondary liquidity sources are available through the use of borrowed funds if the need should arise, including secured advances from the FHLB and FRB. As of the end of the first quarter of 2022, the Company had $399.0 million in FHLB borrowing availability based on loans and securities currently available for pledging. The Company believes that the availability at the FHLB is sufficient to meet future cash-flow needs. The Company also has available short-term, unsecured borrowed funds in the form of federal funds lines of credit with correspondent banks.

Based on the Company’s management of liquid assets, the availability of borrowed funds, and the Company's ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and to meet its customers’ future borrowing needs. Notwithstanding the foregoing, the Company’s ability to maintain sufficient liquidity may be affected by numerous factors, including economic conditions nationally and in the Company’s markets. Depending on its liquidity levels, its capital position, conditions in the capital markets and other factors, the Company may from time to time consider the issuance of debt, equity, other securities or other possible capital markets transactions, the proceeds of which could provide additional liquidity for the Company’s operations.

The following table sets forth information relating to the Company’s sources of liquidity and the outstanding commitments for use of liquidity at March 31, 2022. Dividing the total short-term sources of liquidity by the outstanding commitments for use of liquidity derives the liquidity coverage ratio.

38

TABLE 12: LIQUIDITY SOURCES AND USES
   
March 31,
 
   
2022
 
(dollars in thousands)
 
Total
   
In Use
   
Available
 
Sources:
                 
Federal funds lines of credit
 
$
115,000
   
$
-
   
$
115,000
 
Federal Home Loan Bank advances
   
399,020
     
-
     
399,020
 
Federal funds sold & balances at the Federal Reserve
                   
141,964
 
Securities, available for sale and unpledged at fair value
                   
176,084
 
Total short-term funding sources
                 
$
832,068
 
                         
Uses: (1)
                       
Unfunded loan commitments and lending lines of credit
                   
74,457
 
Letters of credit
                   
1,083
 
Total potential short-term funding uses
                   
75,540
 
Liquidity coverage ratio
                   
1101.5
%
(1) Represents partial draw levels based on loan segment.
                       

The Company’s operating activities provided $4.5 million of cash during the three months ended March 31, 2022, compared to $14.2 million provided during the comparative 2021 period.  The Company’s investing activities used $30.8 million of cash during the first quarter of 2022, compared to $18.4 million of cash provided during the first quarter of 2021. The Company’s financing activities used $3.4 million and provided $24.4 million of cash during the three months ended March 31, 2022 and 2021, respectively.

Management is not aware of any market or institutional trends, events or uncertainties that are expected to have a material effect on the liquidity, capital resources or operations of the Company. Nor is management aware of any current recommendations by regulatory authorities that would have a material effect on liquidity or operations. The Company’s internal sources of liquidity are deposits, loan and investment repayments and securities available-for-sale. The Company’s primary external source of liquidity is advances from the FHLB.

In the ordinary course of business the Company has entered into contractual obligations and has made other commitments to make future payments. As of March 31, 2022, there have been no material changes outside the ordinary course of business as disclosed in the Company’s contractual obligations disclosed in the Company’s 2021 Form 10-K.

Off-Balance Sheet Arrangements
As of March 31, 2022, there were no material changes in the Company’s off-balance sheet arrangements disclosed in the Company’s 2021 Form 10-K.

Non-GAAP Financial Measures
In reporting the results of the quarter ended March 31, 2022, the Company has provided supplemental financial measures on a tax equivalent or an adjusted basis.  These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP.  In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance. The Company’s management believes that these non-GAAP financial measures provide additional understanding of ongoing operations and enhance comparability of results of operations with prior periods presented without the impact of items or events that may obscure trends in the Company’s underlying performance. A reconciliation of the non-GAAP financial measures used by the Company to evaluate and measure the Company’s performance to the most directly comparable GAAP financial measures is presented below.

39

TABLE 13: Non-GAAP FINACIAL MEASURES
 
 
Three Months Ended March 31,
       
(dollar in thousands, except per share data)
 
2022
   
2021
       
Fully Taxable Equivalent Net Interest Income
                 
Net interest income (GAAP)
 
$
9,637
   
$
10,156
       
FTE adjustment
   
68
     
59
       
Net interest income (FTE) (non-GAAP)
 
$
9,705
   
$
10,215
       
Noninterest income (GAAP)
   
3,515
     
4,134
       
Total revenue (FTE) (non-GAAP)
 
$
13,220
   
$
14,349
       
Noninterest expense (GAAP)
   
10,713
     
10,558
       
 
                     
Average earning assets
 
$
1,246,028
   
$
1,150,231
       
Net interest margin
   
3.14
%
   
3.58
%
     
Net interest margin (FTE) (non-GAAP)
   
3.16
%
   
3.60
%
     
 
                     
Tangible Book Value Per Share
 
March 31, 2022
   
December 31, 2021
       
Total Stockholders Equity (GAAP)
 
$
108,099
   
$
120,818
       
Less goodwill
   
1,650
     
1,650
       
Less core deposit intangible
   
264
     
275
       
Tangible Stockholders Equity (non-GAAP)
 
$
106,185
   
$
118,893
       
 
                     
Shares issued and outstanding
   
5,118,193
     
5,239,707
       
 
                     
Book value per share
 
$
21.12
   
$
23.06
       
Tangible book value per share
 
$
20.75
   
$
22.69
       
 
                     
ALLL as a Percentage of Loans Held for Investment
 
March 31, 2022
   
December 31, 2021
   
March 31, 2021
 
Loans held for investment  (net of deferred fees and costs) (GAAP)
 
$
855,234
   
$
843,526
   
$
807,661
 
Less PPP originations
   
7,509
     
19,008
     
66,805
 
Loans held for investment, (net of deferred fees and costs), excluding PPP (non-GAAP)
 
$
847,725
   
$
824,518
   
$
740,856
 
 
                       
ALLL
 
$
9,520
   
$
9,865
   
$
9,661
 
 
                       
ALLL as a Percentage of Loans Held for Investment
   
1.11
%
   
1.17
%
   
1.20
%
ALLL as a Percentage of Loans Held for Investment, net of PPP originations
   
1.12
%
   
1.20
%
   
1.30
%

Cautionary Statement Regarding Forward-Looking Statements
This report contains statements concerning the Company’s expectations, plans, objectives or beliefs regarding future financial performance and other statements that are not historical facts. These statements may constitute “forward-looking statements” as defined by federal securities laws and may include, but are not limited to: statements regarding expected future operations and financial performance; current and future interest rate levels and fluctuations; the Company’s technology and efficiency initiatives and anticipated completion timelines; potential effects of the COVID-19 pandemic, including on asset quality, the allowance for loan losses, provision for loan losses, interest rates, and results of operations; certain items that management does not expect to have an ongoing impact on consolidated net income; net interest margin compression and items affecting net interest margin; strategic business initiatives and the anticipated effects thereof, forgiveness of loans originated under the Paycheck Protection Program (PPP) of the Small Business Administration and the related impact on the Company’s results of operations; asset quality; adequacy of allowances for loan losses and the level of future chargeoffs; liquidity and capital levels; and the effect of future market and industry trends. These forward-looking statements are subject to significant risks and uncertainties due to factors that could have a material adverse effect on the operations and future prospects of the Company including, but not limited to, changes in:


interest rates, such as increases or volatility in short-term interest rates or yields on U.S. Treasury bonds and increases or volatility in mortgage interest rates, and the impacts on macroeconomic conditions, customer and client behavior and the Company’s funding costs

general business conditions, as well as conditions within the financial markets

general economic conditions, including unemployment levels, supply chain disruptions, higher inflation, and slowdowns in economic growth, including related to further and sustained economic impacts of the COVID-19 pandemic

the effectiveness of the Company’s efforts to respond to COVID-19, the severity and duration of the pandemic, the impact of loosening of governmental restrictions, the uncertainty regarding new variants, the pace and efficacy of vaccinations and treatment developments, the pace and durability of economic recovery and the heightened impact that COVID-19 may have on many of the risks described herein

the Company’s branch realignment initiatives

the Company’s technology, efficiency, and other strategic initiatives

the legislative/regulatory climate, regulatory initiatives with respect to financial institutions, products and services, the Consumer Financial Protection Bureau (the CFPB) and the regulatory and enforcement activities of the CFPB

40


monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System, and the effect of these policies on interest rates and business in our markets

future levels of government defense spending particularly in the Company’s service area

the impact of potential changes in the political landscape and related policy changes, including monetary, regulatory and trade policies

the U.S. Government’s guarantee of repayment of student or small business loans purchased by the Company

the value of securities held in the Company’s investment portfolios

demand for loan products and the impact of changes in demand on loan growth

the quality or composition of the loan portfolios and the value of the collateral securing those loans

changes in the volume and mix of interest-earning assets and interest-bearing liabilities

the effects of management’s investment strategy and strategy to manage the net interest margin

the level of net charge-offs on loans and the adequacy of our allowance for loan and lease losses

performance of the Company’s dealer lending program

deposit flows

the strength of the Company’s counterparties

competition from both banks and non-banks

demand for financial services in the Company’s market area

implementation of new technologies

the Company’s ability to develop and maintain secure and reliable electronic systems

any interruption or breach of security in the Company’s information systems or those of the Company’s third-party vendors or their service providers

reliance on third parties for key services

cyber threats, attacks or events

potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, or public health events, such as the COVID-19 pandemic, and of governmental and societal responses thereto

the use of inaccurate assumptions in management’s modeling systems

technological risks and developments

the commercial and residential real estate markets

the demand in the secondary residential mortgage loan markets

expansion of the Company’s product offerings

accounting principles, policies and guidelines and elections made by the Company thereunder

These risks and uncertainties, and the risks discussed in more detail in Item 1A. “Risk Factors,” of Part I of the Company’s 2021 Form 10-K should be considered in evaluating the forward-looking statements contained herein. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “intend,” “should,” “could,” or similar expressions, are not statements of historical fact, and are based on management’s beliefs, assumptions and expectations regarding future events or performance as of the date of this report, taking into account all information currently available.  Readers are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which it is made, except as otherwise required by law. In addition, past results of operations are not necessarily indicative of future results.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.
Controls and Procedures.

Disclosure Controls and Procedures. Management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

41

Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Because of its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls. There were no changes in the Company’s internal control over financial reporting during the Company’s second quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.
Legal Proceedings.

There are no pending legal proceedings to which the Company, or any of its subsidiaries, is a party or to which the property of the Company or any of its subsidiaries is subject that, in the opinion of management, may materially impact the financial condition of the Company.

Item 1A.
Risk Factors.

There have been no material changes in the risk factors faced by the Company from those disclosed in the Company's 2021 Form 10-K.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

Pursuant to the Company’s equity compensation plans, participants may pay the exercise price of certain awards or satisfy tax withholding requirements associated with awards by surrendering shares of the Company’s common stock that the participants already own. Additionally, participants may also surrender shares upon vesting of restricted stock awards to satisfy tax withholding requirements. Shares surrendered by participants of these plans are repurchased at current market value pursuant to the terms of the applicable awards. During the three months ended March 31, 2022, the Company did not repurchase any shares related to the equity compensation plan awards.

Effective October 19, 2021, the Company’s Board of Directors approved a stock repurchase program (the Repurchase Program). The Company is authorized pursuant to this program to repurchase up to 10% of the Company’s issued and outstanding common stock through November 30, 2022. Repurchases under the program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the Repurchase Program will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares as a percentage of tangible book value, general market and economic conditions, applicable legal requirements and other conditions. There were 122,995 shares repurchased under the 2021 Repurchase Program during the first quarter of 2022.  As of March 31, 2022, the Company has made aggregate common stock repurchases of 129,595 shares for an aggregate cost of $3.2 million under the Repurchase Program.

The following table summarizes repurchases of the Company’s common stock that occurred during the three months ended March 31, 2022.

Period
 
Total number of shares
repurchased
   
Average price paid per
share ($)
   
Total number of shares
purchased as part of
publicly announced plans
or programs
   
Maximum number (or
approximaate dollar
value) of shares that may
yet be purchased under
the plans or programs ($)
 
January 1, 2022 - January 31, 2022
   
30,143
   
$
23.85
     
30,143
   
$
13,282,928
 
February 1, 2022 - February 28, 2022
   
23,752
     
24.41
     
23,752
     
12,703,136
 
March 1, 2022 - March 31, 2022
   
69,100
     
25.32
     
69,100
   
$
10,953,747
 
Total
   
122,995
   
$
24.68
     
122,995
         

42

Item 3.
Defaults Upon Senior Securities.

None.

Item 4.
Mine Safety Disclosures.

None.

Item 5.
Other Information.

Information Required by Item 407(c)(3) of Regulation S-K:
 
The Company has made no changes to the process by which security holders may recommend nominees to its Board of Directors, which is discussed in the Company's Proxy Statement for the Company’s 2022 Annual Meeting of Stockholders.

Item 6.
Exhibits.

Exhibit No.
Description
Agreement and Plan of Reorganization, dated as of October 27, 2017, by and among Old Point Financial Corporation, The Old Point National Bank of Phoebus, and Citizens National Bank (incorporated by reference to Exhibit 2.1 to Form 8-K filed November 2, 2017)
 
 
Articles of Incorporation of Old Point Financial Corporation, as amended effective June 22, 2000 (incorporated by reference to Exhibit 3.1 to Form 10-K filed March 12, 2009)
 
 
Articles of Amendment to Articles of Incorporation of Old Point Financial Corporation, effective May 26, 2016 (incorporated by reference to Exhibit 3.1.1 to Form 8-K filed May 31, 2016)
 
 
Bylaws of Old Point Financial Corporation, as amended and restated August 9, 2016 (incorporated by reference to Exhibit 3.2 to Form 10-Q filed August 10, 2016)
   
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
101
The following materials from Old Point Financial Corporation’s quarterly report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL, filed herewith: (i) Consolidated Balance Sheets (unaudited for March 31, 2022), (ii) Consolidated Statements of Income (unaudited), (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited)
   
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, formatted in Inline XBRL (included with Exhibit 101)

43

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.

 
OLD POINT FINANCIAL CORPORATION
     
May 16, 2022
/s/Robert F. Shuford, Jr.
 
 
Robert F. Shuford, Jr.
 
 
Chairman, President & Chief Executive Officer
 
 
(Principal Executive Officer)
 
     
May 16, 2022
/s/Elizabeth T. Beale
 
 
Elizabeth T. Beale
 
 
Chief Financial Officer & Senior Vice President/Finance
 
 
(Principal Financial & Accounting Officer)