UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended |
| | 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:
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its charter)
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| (I.R.S. Employer Identification No.) |
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(Registrant's telephone number, including area code)
(Not applicable)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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.
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| | ☒ | 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).
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| | ☒ | 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 ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company |
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| 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).
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| Yes | | No | ☒ |
At July 31, 2023, the Company had
AMERICAN NATIONAL BANKSHARES INC.
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ITEM 1. FINANCIAL STATEMENTS
| American National Bankshares Inc. |
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| Consolidated Balance Sheets |
| (Dollars in thousands, except per share data) |
| (Unaudited) June 30, 2023 | December 31, 2022 | |||||||
| Assets | * | |||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing deposits in other banks | ||||||||
| Securities available for sale, at fair value | ||||||||
| Restricted stock, at cost | ||||||||
| Loans held for sale | ||||||||
| Loans, net of deferred fees and costs | ||||||||
| Less allowance for credit losses - loans | ( | ) | ( | ) | ||||
| Net loans | ||||||||
| Premises and equipment, net | ||||||||
| Assets held-for-sale | ||||||||
| Other real estate owned, net of valuation allowance | ||||||||
| Goodwill | ||||||||
| Core deposit intangibles, net | ||||||||
| Bank owned life insurance | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Noninterest-bearing deposits | $ | $ | ||||||
| Interest-bearing deposits | ||||||||
| Total deposits | ||||||||
| Customer repurchase agreements | ||||||||
| Other short-term borrowings | ||||||||
| Junior subordinated debt | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders' equity | ||||||||
| Preferred stock, $ par value, shares authorized, outstanding | ||||||||
| Common stock, $ par value, shares authorized, shares outstanding at June 30, 2023 and shares outstanding at December 31, 2022 | ||||||||
| Capital in excess of par value | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss, net | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||
| * |
Derived from audited consolidated financial statements |
The accompanying notes are an integral part of the consolidated financial statements.
| Consolidated Statements of Income |
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| (Dollars in thousands, except per share data) (Unaudited) |
| Three Months Ended June 30, |
Six Months Ended June 30, |
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| 2023 |
2022 |
2023 |
2022 |
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| Interest and Dividend Income: |
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| Interest and fees on loans |
$ | $ | $ | $ | ||||||||||||
| Interest and dividends on securities: |
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| Taxable |
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| Tax-exempt |
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| Dividends |
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| Other interest income |
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| Total interest and dividend income |
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| Interest Expense: |
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| Interest on deposits |
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| Interest on short-term borrowings |
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| Interest on long-term borrowings |
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| Total interest expense |
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| Net Interest Income |
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| Provision for (recovery of) credit losses |
( |
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| Net Interest Income After Provision for (Recovery of) Credit Losses |
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| Noninterest Income: |
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| Wealth management income |
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| Service charges on deposit accounts |
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| Interchange fees |
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| Other fees and commissions |
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| Mortgage banking income |
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| Securities losses, net |
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| Income from Small Business Investment Companies |
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| Income from insurance investments |
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| Losses on premises and equipment, net |
( |
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| Other |
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| Total noninterest income |
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| Noninterest Expense: |
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| Salaries and employee benefits |
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| Occupancy and equipment |
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| FDIC assessment |
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| Bank franchise tax |
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| Core deposit intangible amortization |
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| Data processing |
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| Software |
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| Other real estate owned, net |
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| Other |
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| Total noninterest expense |
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| Income Before Income Taxes |
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| Income Taxes |
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| Net Income |
$ | $ | $ | $ | ||||||||||||
| Net Income Per Common Share: |
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| Basic |
$ | $ | $ | $ | ||||||||||||
| Diluted |
$ | $ | $ | $ | ||||||||||||
| Weighted Average Common Shares Outstanding: |
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| Basic |
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| Diluted |
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The accompanying notes are an integral part of the consolidated financial statements.
| Consolidated Statements of Comprehensive Income (Loss) |
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| (Dollars in thousands) (Unaudited) |
| Three Months Ended June 30, |
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| 2023 |
2022 |
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| Net income |
$ | $ | ||||||
| Other comprehensive loss: |
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| Unrealized losses on securities available for sale |
( |
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| Tax effect |
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| Unrealized gains on cash flow hedges |
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| Tax effect |
( |
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| Other comprehensive loss |
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| Comprehensive income (loss) |
$ | $ | ( |
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| Six Months Ended June 30, |
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| 2023 |
2022 |
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| Net income |
$ | $ | ||||||
| Other comprehensive income (loss): |
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| Unrealized gains (losses) on securities available for sale |
( |
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| Tax effect |
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| Reclassification adjustment for losses on sales or calls of securities available for sale |
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| Tax effect |
( |
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| Unrealized gains on cash flow hedges |
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| Tax effect |
( |
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| Other comprehensive income (loss) |
( |
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| Comprehensive income (loss) |
$ | $ | ( |
) | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| Consolidated Statements of Changes in Shareholders' Equity |
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| Three Months Ended June 30, 2023 and 2022 |
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| (Dollars in thousands, except per share data) (Unaudited) |
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders' Equity | ||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||
| Stock repurchased ( shares) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Equity based compensation ( shares) | ||||||||||||||||||||
| Cash dividends paid, $ per share | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||
| Stock repurchased ( shares) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Stock options exercised ( shares) | ||||||||||||||||||||
| Equity based compensation ( shares) | ||||||||||||||||||||
| Cash dividends paid, $ per share | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| American National Bankshares Inc. |
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| Consolidated Statements of Changes in Shareholders' Equity |
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| Six Months Ended June 30, 2023 and 2022 |
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| (Dollars in thousands, except per share data) (Unaudited) |
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | ||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||
| Stock repurchased ( shares) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Stock options exercised ( shares) | ||||||||||||||||||||
| Vesting of restricted stock ( shares) | ( | ) | ||||||||||||||||||
| Equity based compensation ( shares) | ||||||||||||||||||||
| Cash dividends paid, $ per share | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||
| Stock repurchased ( shares) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Stock options exercised ( shares) | ||||||||||||||||||||
| Vesting of restricted stock ( shares) | ( | ) | ||||||||||||||||||
| Equity based compensation ( shares) | ||||||||||||||||||||
| Impact of adoption of CECL | ( | ) | ( | ) | ||||||||||||||||
| Cash dividends paid, $ per share | ( | ) | ( | ) | ||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| Consolidated Statements of Cash Flows |
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| (Dollars in thousands) (Unaudited) |
| Six Months Ended June 30, | ||||||||
| 2023 |
2022 |
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| Cash Flows from Operating Activities: |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Provision for (recovery of) credit losses |
( |
) | ||||||
| Depreciation |
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| Net accretion of acquisition accounting adjustments |
( |
) | ( |
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| Core deposit intangible amortization |
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| Net amortization of securities |
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| Net loss on sale or call of securities available for sale |
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| Gain on sale of loans held for sale |
( |
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| Proceeds from sales of loans held for sale |
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| Originations of loans held for sale |
( |
) | ( |
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| Net loss on sale or disposal of premises and equipment |
— | |||||||
| Net loss on sale of assets held-for-sale |
— | |||||||
| Equity based compensation expense |
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| Net change in bank owned life insurance |
( |
) | ( |
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| Deferred income tax (benefit) expense |
( |
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| Net change in other assets |
( |
) | ( |
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| Net change in other liabilities |
( |
) | ( |
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| Net cash provided by operating activities |
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| Cash Flows from Investing Activities: |
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| Proceeds from sales of securities available for sale |
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| Proceeds from maturities, calls and paydowns of securities available for sale |
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| Purchases of securities available for sale |
( |
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| Net change in restricted stock |
( |
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| Net increase in loans |
( |
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| Net change in collateral with other financial institutions |
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| Proceeds from sale of premises and equipment |
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| Purchases of premises and equipment, net |
( |
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| Proceeds from sale of assets held-for-sale |
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| Net cash used in investing activities |
( |
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| Cash Flows from Financing Activities: |
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| Net change in noninterest-bearing deposits |
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| Net change in interest-bearing deposits |
( |
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| Net change in customer repurchase agreements |
( |
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| Repayment of other short-term borrowings |
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| Common stock dividends paid |
( |
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| Repurchase of common stock |
( |
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| Proceeds from exercise of stock options |
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| Net cash provided by (used in) financing activities |
( |
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| Net Increase (Decrease) in Cash and Cash Equivalents |
( |
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| Cash and Cash Equivalents at Beginning of Period |
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| Cash and Cash Equivalents at End of Period |
$ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
AMERICAN NATIONAL BANKSHARES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Accounting Policies
The consolidated financial statements include the accounts of American National Bankshares Inc. (NASDAQ: AMNB) (the "Company") and its wholly-owned subsidiary, American National Bank and Trust Company (the "Bank"). The Company is a multi-state bank holding company headquartered in Danville, Virginia. The Bank is a community bank organization serving Virginia and North Carolina with
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the 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 credit losses and goodwill and intangible assets.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the results of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results that may occur for any other period. Certain prior period balances have been reclassified to conform to the current period presentation. These statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except for the following:
Accounting Standards Adopted in 2023
On January 1, 2023, the Company adopted Accounting Standards Update ("ASU") 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL") methodology. CECL requires an estimate of credit losses from the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL required changes to the accounting for available for sale debt securities. One such change is to require impairments deemed to be permanent in nature as credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities. The adjustments recorded at adoption were increases to the allowance for credit losses on loans of $
The Company adopted Accounting Standards Codification ("ASC") 326 using the prospective transition approach for purchased credit deteriorated ("PCD") assets that were previously classified as purchased credit impaired ("PCI") under ASC 310-30. Results for reporting periods beginning after January 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards ("Incurred Loss Model"). The Company adopted ASC 326 using the prospective transition approach for debt securities. The Company elected not to measure an allowance for credit losses for accrued interest receivable and instead elected to reverse interest income on loans that are placed on nonaccrual status, which is generally when the loan is 90 days past due, or earlier if the Company believes the collection of interest is doubtful.
In March 2022, FASB issued ASU 2022-02, "Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures." ASU 2022-02 addresses areas identified by the Financial Accounting Standards Board ("FASB") as part of its post-implementation review of the credit losses standard that introduced the 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 Company adopted the provision in ASU 2022-02 related to the recognition and measurement of TDRs on a prospective basis on January 1, 2023. The TDR classification is no longer applicable subsequent to December 31, 2022. The adoption of ASU 2022-02 did not have a material effect on the Company's consolidated financial statements. See Note 3 - "Loans" for discussion.
Information contained within the report prior to adoption of ASU 2022-02 and ASU 2016-13 for the first three and six month periods of 2022 and the year ended December 31, 2022, reflects prior GAAP.
Allowance for Credit Losses-Loans
The provision for credit losses charged to operations is an amount sufficient to bring the allowance to an estimated balance that management considers adequate to absorb expected losses in the Company's loan portfolio. The ACL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Amortized cost is the principal balance outstanding, net of any purchase premiums and discounts and net of any deferred loan fees and costs. The ACL represents management's estimate of credit losses over the remaining life of the loan portfolio. Loans are charged off against the ACL when management believes the loan balance is no longer collectible. Subsequent recoveries of previously charged off amounts are recorded as increases to the ACL.
The Company's ACL consists of quantitative and qualitative allowances and an allowance for loans that are individually assessed for credit losses. Each of these components is determined based upon estimates and judgments. The quantitative allowance uses historical default and loss experience as well as estimates for weighted average lives to calculate lifetime expected losses, along with various qualitative factors, including the effects of changes in risk selection, underwriting standards, and lending policies; expected economic conditions throughout a reasonable and supportable period of 24 months; experience of lending staff; quality of the loan review system; and changes in the regulatory, legal, and competitive environment. The Company considers economic forecasts from highly recognized third-parties for the model inputs. Loans are segmented based on the type of loan and internal risk ratings. The Company utilizes two calculation methodologies to estimate the collective quantitative allowance: the vintage method and the non-discounted cash flow method. Allowance estimates for residential real estate loans are determined by a vintage method which pools loans by date of origination and applies historical average loss rates based on the age of the loans. Allowance estimates for all other loan types are determined by a non-discounted cash flow method which applies historical probabilities of default and loss given default rates to model expected cash flows for each loan through its life and forecast future expected losses.
Loans that do not share risk characteristics are evaluated on an individual basis. The individual reserve component relates to loans that have shown substantial credit deterioration as measured by risk rating and/or delinquency status. In addition, the Company has elected the practical expedient that would include loans for individual assessment consideration if the repayment of the loan is expected substantially through the operation or sale of collateral because the borrower is experiencing financial difficulty. Where the source of repayment is the sale of collateral, the ACL is based on the fair value of the underlying collateral, less selling costs, compared to the amortized cost basis of the loan. If the ACL is based on the operation of the collateral, the reserve is calculated based on the fair value of the collateral calculated as the present value of expected cash flows from the operation of the collateral, compared to the amortized cost basis. If the Company determines that the value of a collateral dependent loan is less than the recorded investment in the loan, the Company charges off the deficiency if it is determined that such amount is deemed to be a confirmed loss.
Allowance for Unfunded Commitments
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is adjusted as a provision for credit loss expense. The calculation of the allowance is consistent with the loss rate calculations for the loan portfolio described above. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded and is included in "Other Liabilities" within the Company's Consolidated Balance Sheets.
Allowance for Available for Sale ("AFS") Securities
For AFS securities, the Company evaluates the fair value and credit quality of its AFS securities on at least a quarterly basis. In the event the fair value of a security falls below its amortized cost basis, the security will be evaluated to determine whether the decline in value was caused by changes in market interest rates or security credit quality. The primary indicators of credit quality for the Company's AFS portfolio are security type and credit rating, which is influenced by a number of security-specific factors that may include obligor cash flow, geography, seniority, and others. There is currently no ACL recorded against any securities in the Company's AFS securities portfolio at June 30, 2023. See Note 2 - "Securities" for additional information on the Company's ACL analysis. If unrealized losses are related to credit quality, the Company estimates the credit related loss by evaluating the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis of the security and a credit loss exists, an ACL shall be recorded for the credit loss, limited by the amount that the fair value is less than amortized cost basis.
Recent Accounting Pronouncements
In July 2023, the FASB issued ASU 2023-03, "Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)". This ASU amends the FASB ASC for Securities Exchange Commission ("SEC") paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting ("EITF"), the EITF assists FASB in improving financial reporting and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. ASU 2023-03 is effective upon addition to the FASB Codification. The Company does not expect the adoption of ASU 2023-03 to have a material impact on its consolidated financial statements.
In December 2022, FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate ("LIBOR") would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of LIBOR to June 30, 2023.
To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective for all entities upon issuance. The Company has assessed ASU 2022-06 and its impact on the transition away from LIBOR for its loan and other financial instruments and does not expect it to have a material impact on the Company's consolidated financial statements.
Note 2 – Securities
The amortized cost and fair value of investments in securities AFS at June 30, 2023 were as follows (dollars in thousands):
| June 30, 2023 | ||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| Securities available for sale: | ||||||||||||||||
| U.S. Treasury | $ | $ | $ | $ | ||||||||||||
| Federal agencies and GSEs | ||||||||||||||||
| Mortgage-backed and CMOs | ||||||||||||||||
| State and municipal | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
The amortized cost and fair value of investments in AFS securities at December 31, 2022 were as follows (dollars in thousands):
| December 31, 2022 | ||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| Securities available for sale: | ||||||||||||||||
| U.S. Treasury | $ | $ | $ | $ | ||||||||||||
| Federal agencies and GSEs | ||||||||||||||||
| Mortgage-backed and CMOs | ||||||||||||||||
| State and municipal | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
The adoption of ASC 326 requires an evaluation of AFS securities for credit losses. At June 30, 2023, there was
Restricted Stock
Due to restrictions placed upon the Bank's common stock investment in the Federal Reserve Bank of Richmond ("FRB") and Federal Home Loan Bank of Atlanta ("FHLB"), these securities have been classified as restricted equity securities and carried at cost. The restricted securities are not subject to the investment security classification requirements and are included as a separate line item on the Company's consolidated balance sheets. The FRB requires the Bank to maintain stock with a par value equal to
| June 30, 2023 | December 31, 2022 | |||||||
| FRB stock | $ | $ | ||||||
| FHLB stock | ||||||||
| Total restricted stock | $ | $ | ||||||
Unrealized Losses on Securities
The following table shows estimated fair value and gross unrealized losses for which an allowance for credit losses has not been recorded, aggregated by category and length of time that securities have been in a continuous unrealized loss position, at June 30, 2023. The reference point for determining when securities are in an unrealized loss position is month end. Therefore, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period.
AFS securities that have been in a continuous unrealized loss position, at June 30, 2023, were as follows (dollars in thousands):
| Total | Less than 12 Months | 12 Months or More | ||||||||||||||||||||||
| Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||
| U.S. Treasury | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Federal agencies and GSEs | ||||||||||||||||||||||||
| Mortgage-backed and CMOs | ||||||||||||||||||||||||
| State and municipal | ||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The table below shows estimated fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position, at December 31, 2022 (dollars in thousands):
| Total | Less than 12 Months | 12 Months or More | ||||||||||||||||||||||
| Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||||
| U.S. Treasury | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Federal agencies and GSEs | ||||||||||||||||||||||||
| Mortgage-backed and CMOs | ||||||||||||||||||||||||
| State and municipal | ||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
U.S. Treasury securities: The unrealized losses on the Company's investment in
Federal agencies and GSEs: The unrealized losses on the Company's investment in
Mortgage-backed securities: The unrealized losses on the Company's investment in
Collateralized Mortgage Obligations: The unrealized losses associated with
State and municipal securities: The unrealized losses on
Corporate securities: The unrealized losses on
Restricted stock: When evaluating restricted stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company concluded there were no credit losses related to restricted stock at June 30, 2023.
Allowance for Credit Losses-Available for Sale Securities
As of June 30, 2023 and December 31, 2022, there were no allowances for credit losses-securities available for sale. The Company does not believe that the AFS debt securities that were in an unrealized loss position as of June 30, 2023, which were comprised of
Realized Gains and Losses
The Company had
Note 3 – Loans
Loans, net of deferred fees and costs and excluding loans held for sale, at June 30, 2023 and December 31, 2022, were comprised of the following (dollars in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Commercial | $ | $ | ||||||
| Commercial real estate: | ||||||||
| Construction and land development | ||||||||
| Commercial real estate - owner occupied | ||||||||
| Commercial real estate - non-owner occupied | ||||||||
| Residential real estate: | ||||||||
| Residential | ||||||||
| Home equity | ||||||||
| Consumer | ||||||||
| Total loans, net of deferred fees and costs | $ | $ | ||||||
Acquired Loans
The following information as of and for the year ended December 31, 2022 was in accordance with guidance in effect prior to the adoption of ASC 326. The outstanding principal balance and the carrying amount of these loans, including loans accounted for under ASC 310-30, included in the consolidated balance sheets at December 31, 2022 were as follows (dollars in thousands):
| December 31, 2022 | ||||
| Outstanding principal balance | $ | |||
| Carrying amount | ||||
The outstanding principal balance and related carrying amount of purchased credit impaired loans, for which the Company applies ASC 310-30 to account for interest earned, as of the indicated dates were as follows (dollars in thousands):
| December 31, 2022 | ||||
| Outstanding principal balance | $ | |||
| Carrying amount | ||||
The following table presents changes in the accretable yield on acquired impaired loans, for which the Company applied ASC 310-30 (dollars in thousands):
| December 31, 2022 | ||||
| Balance at January 1 | $ | |||
| Accretion | ( | ) | ||
| Reclassification from nonaccretable difference | ||||
| Other changes, net (1) | ( | ) | ||
| $ | ||||
__________________________
(1) This line item represents changes in the cash flows expected to be collected due to the impact of non-credit changes such as prepayment assumptions, changes in interest rates on variable rate acquired impaired loans, and discounted payoffs that occurred in the period.
Past Due Loans
The following table shows an analysis by portfolio segment of the Company's past due loans at June 30, 2023 (dollars in thousands):
| 30- 59 Days Past Due | 60-89 Days Past Due | 90 Days + Past Due and Still Accruing | Non Accrual Loans | Total Past Due | Current | Total Loans | ||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Commercial real estate: | ||||||||||||||||||||||||||||
| Construction and land development | ||||||||||||||||||||||||||||
| Commercial real estate - owner occupied | ||||||||||||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||||||
| Residential: | ||||||||||||||||||||||||||||
| Residential | ||||||||||||||||||||||||||||
| Home equity | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
The following table shows an analysis by portfolio segment of the Company's past due loans at December 31, 2022 (dollars in thousands):
| 30- 59 Days Past Due | 60-89 Days Past Due | 90 Days + Past Due and Still Accruing | Non Accrual Loans | Total Past Due | Current | Total Loans | ||||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Commercial real estate: | ||||||||||||||||||||||||||||
| Construction and land development | ||||||||||||||||||||||||||||
| Commercial real estate - owner occupied | ||||||||||||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||||||
| Residential: | ||||||||||||||||||||||||||||
| Residential | ||||||||||||||||||||||||||||
| Home equity | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
The following table is a summary of nonaccrual loans by major categories for the dates indicated (dollars in thousands):
| CECL | Incurred Loss | |||||||||||||||
| June 30, 2023 | December 31, 2022 | |||||||||||||||
| Nonaccrual Loans | Nonaccrual Loans | Total | ||||||||||||||
| with No Allowance | with an Allowance | Nonaccrual Loans | Nonaccrual Loans | |||||||||||||
| Commercial | $ | $ | $ | $ | ||||||||||||
| Commercial real estate: | ||||||||||||||||
| Construction and land development | ||||||||||||||||
| Commercial real estate-owner occupied | ||||||||||||||||
| Commercial real estate-non-owner occupied | ||||||||||||||||
| Residential: | - | |||||||||||||||
| Residential | ||||||||||||||||
| Home equity | ||||||||||||||||
| Consumer | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
All payments received while on non-accrual status are applied against the principal balance of the loan. The Company does not recognize interest income while loans are on non-accrual status.
The following table represents the accrued interest receivables written off by reversing interest income during the three and six months ended June 30, 2023 (dollars in thousands):
| For the Three Months Ended June 30, 2023 | For the Six Months Ended June 30, 2023 | |||||||
| Commercial | $ | $ | ||||||
| Commercial real estate: | ||||||||
| Construction and land development | ||||||||
| Commercial real estate-owner occupied | ||||||||
| Commercial real estate-non-owner occupied | ||||||||
| Residential: | ||||||||
| Residential | ||||||||
| Home equity | ||||||||
| Consumer | ||||||||
| Total accrued interest reversed | $ | $ | ||||||
The following table presents a nonaccrual loan analysis of collateral dependent loans as of June 30, 2023. Only loans over the Company's threshold are assessed (dollars in thousands):
| Residential | Business | Commercial | Owner | Total | ||||||||||||||||||||
| Properties | Assets | Land | Property | Occupied | Loans | |||||||||||||||||||
| Commercial real estate: | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Residential: | ||||||||||||||||||||||||
| Residential | ||||||||||||||||||||||||
| Home equity | ||||||||||||||||||||||||
| Total collateral dependent loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.
Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.
The following table shows the amortized cost basis of the one loan modified to a borrower experiencing financial difficulty during the three and six months ended June 30, 2023. It is shown by class of loan and type of concession granted and describes the financial effect of the modification made to the borrower experiencing financial difficulty (dollars in thousands):
| Term Extension | |||||||
| Amortized Cost Basis | % of Total Loan Type | Financial Effect | |||||
| Commercial real estate-owner occupied | $ | % |
| ||||
Impaired Loans
The following table presents the Company's impaired loan balances by portfolio segment, excluding acquired impaired loans, at December 31, 2022 (dollars in thousands):
| Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | ||||||||||||||||
| With no related allowance recorded: | ||||||||||||||||||||
| Commercial | $ | $ | $ | — | $ | $ | ||||||||||||||
| Commercial real estate: | ||||||||||||||||||||
| Construction and land development | — | |||||||||||||||||||
| Commercial real estate - owner occupied | — | |||||||||||||||||||
| Commercial real estate - non-owner occupied | — | |||||||||||||||||||
| Residential: | ||||||||||||||||||||
| Residential | — | |||||||||||||||||||
| Home equity | — | |||||||||||||||||||
| Consumer | — | |||||||||||||||||||
| $ | $ | $ | — | $ | $ | |||||||||||||||
| With a related allowance recorded: | ||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | |||||||||||||||
| Commercial real estate: | ||||||||||||||||||||
| Construction and land development | — | |||||||||||||||||||
| Commercial real estate - owner occupied | — | |||||||||||||||||||
| Commercial real estate - non-owner occupied (1) | — | |||||||||||||||||||
| Residential: | ||||||||||||||||||||
| Residential (1) | — | |||||||||||||||||||
| Home equity | ||||||||||||||||||||
| Consumer | ||||||||||||||||||||
| $ | $ | $ | $ | $ | — | |||||||||||||||
| Total: | ||||||||||||||||||||
| Commercial | $ | $ | $ | $ | $ | |||||||||||||||
| Commercial real estate: | ||||||||||||||||||||
| Construction and land development | ||||||||||||||||||||
| Commercial real estate - owner occupied | ||||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||
| Residential: | ||||||||||||||||||||
| Residential | ||||||||||||||||||||
| Home equity | ||||||||||||||||||||
| Consumer | ||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
__________________________
(1) Allowance is reported as zero in the table due to presentation in thousands and rounding.
In the table above, recorded investment may exceed unpaid principal balance due to acquired loans with a premium and loans with unearned costs that exceed unearned fees.
Residential Real Estate in Process of Foreclosure
The Company had $
Risk Grades
Loans classified in the Pass category typically are fundamentally sound, and risk factors are reasonable and acceptable.
Loans classified in the Special Mention category typically have been criticized internally, by loan review or the loan officer, or by external regulators under the current credit policy regarding risk grades.
Loans classified in the Substandard category typically have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt, and they are typically characterized by the possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Loans classified in the Doubtful category typically have all the weaknesses inherent in loans classified as substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur that may salvage the debt.
Consumer loans are classified as performing or nonperforming. A loan is nonperforming when payments of interest and principal are past due 90 days or more.
The following table shows the Company's recorded investment in loans by credit quality indicators further disaggregated by year of origination as of June 30, 2023 (dollars in thousands):
| Term Loans by Year of Origination | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving | Total | |||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total commercial | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
| Construction and land development | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total construction and land development | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial real estate - owner occupied | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total commercial real estate - owner occupied | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Commercial real estate - non-owner occupied | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total commercial real estate - non-owner occupied | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residential | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total residential | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Home equity | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total home equity | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
The following tables show the Company's loan portfolio broken down by internal risk grading as of December 31, 2022 (dollars in thousands):
Commercial and Consumer Credit Exposure
Credit Risk Profile by Internally Assigned Grade
| Commercial | Construction and Land Development | Commercial Real Estate -Owner Occupied | Commercial Real Estate - Non-owner Occupied | Residential | Home Equity | |||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
| Consumer | ||||
| Performing | $ | |||
| Nonperforming | ||||
| Total | $ | |||
Note 4 – Allowance for Credit Losses - Loans and Reserve for Unfunded Lending Commitments
Changes in the allowance for credit losses and the reserve for unfunded lending commitments (included in other liabilities) at and for the indicated dates and periods are presented below (dollars in thousands):
| Six Months Ended June 30, 2023 | Year Ended December 31, 2022 | Six Months Ended June 30, 2022 | ||||||||||
| Allowance for Credit Losses - Loans | ||||||||||||
| Balance, beginning of period | $ | $ | $ | |||||||||
| Day 1 impact of CECL adoption | ||||||||||||
| Provision for (recovery of) credit losses | ( | ) | ||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ||||||
| Recoveries | ||||||||||||
| Balance, end of period | $ | $ | $ | |||||||||
| Reserve for Unfunded Lending Commitments | ||||||||||||
| Balance, beginning of period | $ | $ | $ | |||||||||
| Day 1 impact of CECL adoption | ||||||||||||
| Provision for (recovery of) unfunded commitments | ( | ) | ||||||||||
| Balance, end of period | $ | $ | $ | |||||||||
The Company maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e. commitment cannot canceled at any time). The allowance for off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the allowance for credit losses on loans, and are discussed in Note 1. The allowance for unfunded loan commitments is included in other liabilities on the Company's consolidated balance sheets.
The following table presents changes in the Company's allowance for credit losses by portfolio segment and the related loan balance total by segment at and for the six months ended June 30, 2023 (dollars in thousands):
| Commercial | Construction and Land Development | Commercial Real Estate - Owner Occupied | Commercial Real Estate - Non-owner Occupied | Residential Real Estate | Home Equity | Consumer | Total | |||||||||||||||||||||||||
| Allowance for Credit Losses - Loans | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Day 1 impact of CECL adoption | ||||||||||||||||||||||||||||||||
| Provision for (recovery of) credit losses | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
__________________________
The following table presents changes in the Company's allowance for loan losses by portfolio segment and the related loan balance total by segment at and for the year ended December 31, 2022 (dollars in thousands):
| Commercial | Construction and Land Development | Commercial Real Estate - Owner Occupied | Commercial Real Estate - Non-owner Occupied | Residential Real Estate | Consumer | Total | ||||||||||||||||||||||
| Allowance for Loan Losses | ||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Provision for loan losses | ( | ) | ||||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Balance at December 31, 2022: | ||||||||||||||||||||||||||||
| Allowance for Loan Losses | ||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Collectively evaluated for impairment | ||||||||||||||||||||||||||||
| Purchased credit impaired loans | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loans | ||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Collectively evaluated for impairment | ||||||||||||||||||||||||||||
| Purchased credit impaired loans | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
__________________________
The allowance for credit losses - loans is allocated to loan segments based upon historical default and loss experience, weighted average life estimates, risk grades on individual loans, and qualitative factors. Qualitative factors include effects of changes in risk selection, underwriting standards, and lending policies; expected economic conditions throughout a reasonable and supportable period; experience of lending staff; quality of loan review system; and changes in the regulatory, legal, and competitive environment.
The Company recorded a provision for credit losses - loans for the second quarter of 2023 of $
Note 5 – Goodwill and Other Intangible Assets
The Company's goodwill was recognized in connection with past business combinations and is reported at the community banking segment. The Company reviews the carrying value of the goodwill annually as of June 30 or more frequently if certain impairment indicators exist. In testing goodwill for impairment, the Company may first consider qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further testing is required and the goodwill of the reporting unit is not impaired. If the Company elects to bypass the qualitative assessment or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the fair value of the reporting unit is compared with its carrying value to determine whether an impairment exists. The Company performed a qualitative assessment of goodwill at June 30, 2023, and concluded that impairment existed.
Core deposit intangibles resulting from the acquisitions of MainStreet BankShares, Inc. in January 2015 and HomeTown Bankshares Corporation ("HomeTown") in April 2019 were $
| Goodwill | Intangibles | |||||||
| Balance at December 31, 2022 | $ | $ | ||||||
| Amortization | — | ( | ) | |||||
| Balance at June 30, 2023 | $ | $ | ||||||
Note 6 – Leases
The Company's leases are recorded under ASC 842, 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 aggregate right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the Company's consolidated balance sheets.
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 certain 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 following tables present information about the Company's leases, as of and for the periods indicated (dollars in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Lease liabilities | $ | $ | ||||||
| Right-of-use assets | $ | $ | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
| Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | |||||||
| Lease cost | ||||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | |||||||
| Lease cost | ||||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows (dollars in thousands):
| Lease payments due | As of June 30, 2023 | |||
| Six months ending December 31, 2023 | $ | |||
| Twelve months ending December 31, 2024 | ||||
| Twelve months ending December 31, 2025 | ||||
| Twelve months ending December 31, 2026 | ||||
| Twelve months ending December 31, 2027 | ||||
| Twelve months ending December 31, 2028 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | ||||
| Discount | ( | ) | ||
| Lease liabilities | $ | |||
Note 7 – Short-term Borrowings
Short-term borrowings may consist of customer repurchase agreements, short-term borrowings from the FHLB, and federal funds purchased. The Company has federal funds lines of credit established with correspondent banks in the amount of $
| June 30, 2023 | December 31, 2022 | |||||||
| Customer repurchase agreements | $ | $ | ||||||
| Other short-term borrowings | ||||||||
| Total short-term borrowings | $ | $ | ||||||
Note 8 – Long-term Borrowings
Under the terms of its collateral agreement with the FHLB, the Company provides a blanket lien covering all of its residential first mortgage loans, second mortgage loans, home equity lines of credit, and commercial real estate loans. In addition, the Company pledges as collateral its capital stock in the FHLB and deposits with the FHLB. The Company has a line of credit with the FHLB equal to
The Company had junior subordinated debt at June 30, 2023 and 2022, as noted below.
In the regular course of conducting its business, the Company takes deposits from political subdivisions of the states of Virginia and North Carolina. At June 30, 2023, the Bank's public deposits totaled $
Junior Subordinated Debt
On April 7, 2006, AMNB Statutory Trust I, a Delaware statutory trust and a wholly owned unconsolidated subsidiary of the Company, issued $
The Company has $
In accordance with ASC 810-10-15-14, Consolidation – Overall – Scope and Scope Exceptions, the Company did not eliminate through consolidation the Company's $
A description of the junior subordinated debt securities outstanding payable to the trusts is shown below as of June 30, 2023 and December 31, 2022 (dollars in thousands):
| Principal Amount | |||||||||||||
| Issuing Entity | Date Issued | Interest Rate | Maturity Date | June 30, 2023 | December 31, 2022 | ||||||||
| AMNB Statutory Trust I | 4/7/2006 |
| 6/30/2036 | $ | $ | ||||||||
| MidCarolina Trust I | 10/29/2002 |
| 11/7/2032 | ||||||||||
| MidCarolina Trust II | 12/3/2003 |
| 10/7/2033 | ||||||||||
| $ | $ | ||||||||||||
The principal amounts reflected above for the MidCarolina Trusts are net of fair value adjustments of $
Note 9 - Derivative Financial Instruments and Hedging Activities
The Company uses derivative financial instruments ("derivatives") primarily to manage risks to the Company associated with changing interest rates. The Company's derivatives are hedging instruments in a qualifying hedge accounting relationship (cash flow or fair value hedge).
The Company designates derivatives as cash flow hedges when they are used to manage exposure to variability in cash flows on variable rate borrowings such as the Company's trust preferred capital notes. The Company uses interest rate swap agreements as part of its hedging strategy by exchanging variable-rate interest payments on a notional amount equal to the principal amount of the borrowings for fixed-rate interest payments, with such interest rates set based on benchmarked interest rates.
All interest rate swaps were entered into with counterparties that met the Company's credit standards, and the agreements contain collateral provisions protecting the at-risk party. The Company believes that the credit risk inherent in these derivative contracts is not significant.
Terms and conditions of the interest rate swaps vary, and amounts receivable or payable are recognized as accrued under the terms of the agreements. The Company assesses the effectiveness of each hedging relationship on a periodic basis. In accordance with ASC 815, Derivatives and Hedging, the effective portions of the derivatives' unrealized gains or losses are recorded as a component of other comprehensive income. Based on the Company's assessment, its cash flow hedges are highly effective, but to the extent that any ineffectiveness exists in the hedge relationships, the amounts would be recorded in interest income and interest expense in the Company's consolidated statements of income.
The following tables present information on the Company's derivative financial instruments as of June 30, 2023 and December 31, 2022 (dollars in thousands):
| June 30, 2023 | ||||||||||||||||||||
| Notional Amount | Positions | Assets | Liabilities | Cash Collateral Pledged | ||||||||||||||||
| Cash flow hedges: | ||||||||||||||||||||
| Interest rate swaps: | ||||||||||||||||||||
| Variable-rate to fixed-rate swaps with counterparty | $ | $ | $ | $ | ||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||
| Notional Amount | Positions | Assets | Liabilities | Cash Collateral Pledged | ||||||||||||||||
| Cash flow hedges: | ||||||||||||||||||||
| Interest rate swaps: | ||||||||||||||||||||
| Variable-rate to fixed-rate swaps with counterparty | $ | $ | $ | $ | ||||||||||||||||
Note 10 – Stock Based Compensation
The Company's 2018 Equity Compensation Plan (the "2018 Plan") was adopted by the Board of Directors of the Company on February 20, 2018 and approved by shareholders on May 15, 2018 at the Company's 2018 Annual Meeting of Shareholders. The 2018 Plan provides for the granting of restricted stock awards, incentive and non-statutory options, and other equity-based awards to employees and directors at the discretion of the Compensation Committee of the Board of Directors. The 2018 Plan authorizes the issuance of up to
Stock Options
Accounting guidance requires that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued.
Restricted Stock
The Company from time-to-time grants shares of restricted stock to key employees and non-employee directors. These awards help align the interests of these employees and directors with the interests of the shareholders of the Company by providing economic value directly related to increases in the value of the Company's common stock. The value of the stock awarded is established as the fair value of the Company's common stock at the time of the grant. The Company recognizes expense, equal to the total value of such awards, ratably over the vesting period of the stock grants. The restricted stock granted cliff vests at the end of a
| Shares | Weighted Average Grant Date Value Per Share | |||||||
| Nonvested at December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Nonvested at June 30, 2023 | $ | |||||||
As of June 30, 2023 and December 31, 2022, there was $
Note 11 – Earnings Per Common Share
The following shows the weighted average number of shares used in computing earnings per common share and the effect on the weighted average number of shares of potentially dilutive common stock. Potentially dilutive common stock had no effect on income available to common shareholders. Nonvested restricted shares are included in the computation of basic earnings per share as the holder is entitled to full shareholder benefits during the vesting period including voting rights and sharing in nonforfeitable dividends. The following table presents basic and diluted earnings per share for the three and six month periods ended June 30, 2023 and 2022:
| Three Months Ended June 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Shares | Per Share Amount | Shares | Per Share Amount | |||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||||
| Effect of dilutive securities - stock options | ||||||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Shares | Per Share Amount | Shares | Per Share Amount | |||||||||||||
| Basic earnings per share | $ | $ | ||||||||||||||
| Effect of dilutive securities - stock options | ||||||||||||||||
| Diluted earnings per share | $ | $ | ||||||||||||||
Outstanding stock options on common stock whose effects are anti-dilutive are not included in computing diluted earnings per share. There were
Note 12 – Fair Value Measurements
Determination of Fair Value
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 topic of ASC 820, Fair Value Measurement, fair value is the price that would be received to sell an asset or paid to transfer 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 estimates 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 is a reasonable point within the range that is most representative of fair value under current market conditions.
Fair Value Hierarchy
In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
| Level 1 – | Valuation is based on quoted prices in active markets for identical assets and liabilities. |
| Level 2 – | Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market. |
| Level 3 – | Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. |
The following describes the valuation techniques used by the Company to measure certain financial assets and financial liabilities recorded at fair value on a recurring basis in the financial statements:
Securities available for sale: 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). If no observable market data is available, valuations are based upon third party model based techniques (Level 3). There were no securities recorded with a Level 3 valuation at June 30, 2023 or December 31, 2022.
Loans held for sale: Loans held for sale are carried at 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 recorded in current period earnings as a component of mortgage banking income on the Company's consolidated statements of income.
Derivative asset (liability) - cash flow hedges: Cash flow hedges are recorded at fair value on a recurring basis. Cash flow hedges are valued by a third party using significant assumptions that are observable in the market and can be corroborated by market data. All of the Company's cash flow hedges are classified as Level 2.
The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis at the dates indicated (dollars in thousands):
| Fair Value Measurements at June 30, 2023 Using | ||||||||||||||||
| Balance at June 30, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
| Description | 2023 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Securities available for sale: | ||||||||||||||||
| U.S. Treasury | $ | $ | $ | $ | ||||||||||||
| Federal agencies and GSEs | ||||||||||||||||
| Mortgage-backed and CMOs | ||||||||||||||||
| State and municipal | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
| Loans held for sale | $ | $ | $ | $ | ||||||||||||
| Derivatives - cash flow hedges | $ | $ | $ | $ | ||||||||||||
| Fair Value Measurements at December 31, 2022 Using | ||||||||||||||||
| Balance at December 31, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
| Description | 2022 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Securities available for sale: | ||||||||||||||||
| U.S. Treasury | $ | $ | $ | $ | ||||||||||||
| Federal agencies and GSEs | ||||||||||||||||
| Mortgage-backed and CMOs | ||||||||||||||||
| State and municipal | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
| Loans held for sale | $ | $ | $ | $ | ||||||||||||
| Derivative - cash flow hedges | $ | $ | $ | $ | ||||||||||||
Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.
The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:
Loans evaluated for credit losses: Loans are individually evaluated for credit losses when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected when due. These loans are assessed based on the fair value of the collateral values only and not evaluated based on loan type or risk characteristics. The measurement of the loss associated with the loans can be based on either the observable market price of the loan, the present value of projected cash flows, or the fair value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company's collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal, of one year or less, conducted by an independent, licensed appraiser using observable market data (Level 2). The present value of projected cash flows method results in a Level 3 categorization because the calculation relies on the Company's judgment to determine projected cash flows. However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business's 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). Individually assessed loans allocated to the allowance for credit losses - loans are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of income.
Other real estate owned: Measurement for fair values for OREO are the same as loans evaluated for credit losses. Any fair value adjustments are recorded in the period incurred as a valuation allowance against OREO with the associated expense included in OREO expense, net on the consolidated statements of income.
The following table summarizes the Company's assets that were measured at fair value on a nonrecurring basis at the dates indicated (dollars in thousands):
| Fair Value Measurements at June 30, 2023 Using | ||||||||||||||||
| Balance at June 30, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
| Description | 2023 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Individually assessed loans, net of valuation allowance | $ | $ | $ | $ | ||||||||||||
| Other real estate owned, net | — | |||||||||||||||
| Fair Value Measurements at December 31, 2022 Using | ||||||||||||||||
| Balance at December 31, | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
| Description | 2022 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Impaired loans, net of valuation allowance | $ | $ | $ | $ | ||||||||||||
| Other real estate owned, net | ||||||||||||||||
Quantitative Information about Level 3 Fair Value Measurements as of June 30, 2023 and December 31, 2022 is as follows:
| Assets | Valuation Technique | Unobservable Input | Range; Weighted Average (1) | |||
| Individually assessed loans | Discounted appraised value | Selling cost | ||||
| Other real estate owned, net | Discounted appraised value | Selling cost |
__________________________
(1) Unobservable inputs were weighted by the relative fair value of the impaired loans.
ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
The carrying values and the exit pricing concept fair values of the Company's financial instruments at June 30, 2023 are as follows (dollars in thousands):
| Fair Value Measurements at June 30, 2023 Using | ||||||||||||||||||||
| Carrying | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Fair Value | ||||||||||||||||
| Value | Level 1 | Level 2 | Level 3 | Balance | ||||||||||||||||
| Financial Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Securities available for sale | ||||||||||||||||||||
| Restricted stock | ||||||||||||||||||||
| Loans held for sale | ||||||||||||||||||||
| Loans, net of allowance | ||||||||||||||||||||
| Derivative - cash flow hedges | ||||||||||||||||||||
| Bank owned life insurance | ||||||||||||||||||||
| Accrued interest receivable | ||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||
| Deposits | $ | $ | $ | $ | $ | |||||||||||||||
| Repurchase agreements | ||||||||||||||||||||
| Other short-term borrowings | ||||||||||||||||||||
| Junior subordinated debt | ||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||
The carrying values and the exit pricing concept fair values of the Company's financial instruments at December 31, 2022 are as follows (dollars in thousands):
| Fair Value Measurements at December 31, 2022 Using | ||||||||||||||||||||
| Carrying | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | Fair Value | ||||||||||||||||
| Value | Level 1 | Level 2 | Level 3 | Balance | ||||||||||||||||
| Financial Assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
| Securities available for sale | ||||||||||||||||||||
| Restricted stock | ||||||||||||||||||||
| Loans held for sale | ||||||||||||||||||||
| Loans, net of allowance | ||||||||||||||||||||
| Bank owned life insurance | ||||||||||||||||||||
| Derivative - cash flow hedges | ||||||||||||||||||||
| Accrued interest receivable | ||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||
| Deposits | $ | $ | $ | $ | $ | |||||||||||||||
| Repurchase agreements | ||||||||||||||||||||
| Other short-term borrowings | ||||||||||||||||||||
| Junior subordinated debt | ||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||
Note 13 – Segment and Related Information
The Company has
Community banking involves making loans to and generating deposits from individuals and businesses. Investment income from securities is also allocated to the community banking segment. Loan fee income, service charges from deposit accounts, and non-deposit fees such as automated teller machine fees and insurance commissions generate additional income for the community banking segment.
Wealth management includes estate planning, trust account administration, investment management, and retail brokerage. Investment management services include purchasing equity, fixed income, and mutual fund investments for customer accounts. The wealth management segment receives fees for investment and administrative services.
Segment information as of and for the three and six months ended June 30, 2023 and 2022 is shown in the following tables (dollars in thousands):
| As of and For the Three Months Ended June 30, 2023 | ||||||||||||
| Community Banking | Wealth Management | Total | ||||||||||
| Interest income | $ | $ | $ | |||||||||
| Interest expense | ||||||||||||
| Noninterest income | ||||||||||||
| Noninterest expense | ||||||||||||
| Income before income taxes | ||||||||||||
| Net income | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Total assets | ||||||||||||
| Goodwill | ||||||||||||
| Capital expenditures | ||||||||||||
| As of and For the Three Months Ended June 30, 2022 | ||||||||||||
| Community Banking | Wealth Management | Total | ||||||||||
| Interest income | $ | $ | $ | |||||||||
| Interest expense | ||||||||||||
| Noninterest income | ||||||||||||
| Noninterest expense | ||||||||||||
| Income before income taxes | ||||||||||||
| Net income | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Total assets | ||||||||||||
| Goodwill | ||||||||||||
| Capital expenditures | ||||||||||||
| As of and For the Six Months Ended June 30, 2023 | ||||||||||||
| Community Banking | Trust and Investment Services | Total | ||||||||||
| Interest income | $ | $ | $ | |||||||||
| Interest expense | ||||||||||||
| Noninterest income | ||||||||||||
| Noninterest expense | ||||||||||||
| Income before income taxes | ||||||||||||
| Net income | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Total assets | ||||||||||||
| Goodwill | ||||||||||||
| Capital expenditures | ||||||||||||
| As of and For the Six Months Ended June 30, 2022 | ||||||||||||
| Community Banking | Trust and Investment Services | Total | ||||||||||
| Interest income | $ | $ | $ | |||||||||
| Interest expense | ||||||||||||
| Noninterest income | ||||||||||||
| Noninterest expense | ||||||||||||
| Income before income taxes | ||||||||||||
| Net income | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Total assets | ||||||||||||
| Goodwill | ||||||||||||
| Capital expenditures | ||||||||||||
Note 14 – Supplemental Cash Flow Information
Supplemental cash flow information as of and for the six months ended June 30, 2023 and 2022 is shown in the following table (dollars in thousands):
| 2023 | 2022 | |||||||
| Supplemental Schedule of Cash and Cash Equivalents: | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing deposits in other banks | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Interest on deposits and borrowed funds | $ | $ | ||||||
| Income taxes | ||||||||
| Noncash investing and financing activities: | ||||||||
| Transfer from premises and equipment to assets held for sale | ||||||||
| Net unrealized gains/(losses) on securities available for sale | ( | ) | ( | ) | ||||
| Net unrealized gains on cash flow hedges | ||||||||
Note 15 – Accumulated Other Comprehensive Income (Loss)
Changes in each component of AOCI for the three and six months ended June 30, 2023 and 2022 were as follows (dollars in thousands):
| For the Three Months Ended | Net Unrealized Losses on Securities | Unrealized Gains (Losses) on Cash Flow Hedges | Adjustments Related to Pension Benefits | Accumulated Other Comprehensive Loss | ||||||||||||
| Balance at March 31, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net unrealized losses on securities available for sale, net of tax, $() | ( | ) | ( | ) | ||||||||||||
| Net unrealized gains on cash flow hedges, net of tax, $ | ||||||||||||||||
| Balance at June 30, 2022 | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Balance at March 31, 2023 | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net unrealized losses on securities available for sale, net of tax, $() | ( | ) | ( | ) | ||||||||||||
| Net unrealized gains on cash flow hedges, net of tax, $ | ||||||||||||||||
| Balance at June 30, 2023 | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| For the Six Months Ended | Net Unrealized Gains (Losses) on Securities | Unrealized Gains (Losses) on Cash Flow Hedges | Adjustments Related to Pension Benefits | Accumulated Other Comprehensive Loss | ||||||||||||
| Balance at December 31, 2021 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net unrealized losses on securities available for sale, net of tax, $() | ( | ) | ( | ) | ||||||||||||
| Net unrealized gains on cash flow hedges, net of tax, $ | ||||||||||||||||
| Balance at June 30, 2022 | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Balance at December 31, 2022 | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net unrealized gains on securities available for sale, net of tax, $ | ||||||||||||||||
| Reclassification adjustment for realized losses on securities, net of tax, $ | ||||||||||||||||
| Net unrealized gains on cash flow hedges, net of tax, $ | ||||||||||||||||
| Balance at June 30, 2023 | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
Note 16 – Subsequent Events - Agreement of Merger
On July 24, 2023, the Company entered into an Agreement and Plan of Merger with Atlantic Union Bankshares Corporation ("Atlantic Union"). The agreement provides that the Company will merge with and into Atlantic Union, with Atlantic Union continuing as the surviving entity. Immediately following the merger of the Company and Atlantic Union, the Bank will merge with and into Atlantic Union's wholly owned bank subsidiary, Atlantic Union Bank, with Atlantic Union Bank continuing as the surviving bank. The merger agreement was approved by the Board of Directors of each of the Company and Atlantic Union.
Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each outstanding share of common stock of the Company will be converted into the right to receive 1.35 shares of common stock of Atlantic Union, with cash to be paid in lieu of any fractional shares. Each restricted stock award of the Company that is unvested immediately prior to the merger will fully vest and be cancelled and converted automatically into the right to receive 1.35 shares of Atlantic Union common stock in respect of each share of Company common stock underlying such award.
The merger is expected to close in the first quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by the Company's shareholders.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion is to focus on important factors affecting the financial condition and results of operations of the Company. The discussion and analysis should be read in conjunction with the Consolidated Financial Statements.
Forward-Looking Statements
Certain statements in this Form 10-Q of American National Bankshares Inc. (the "Company") may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding anticipated changes in the interest rate environment, future economic conditions and the impacts of current economic uncertainties, and projections, predictions, expectations, or beliefs about future events or results, or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks and uncertainties, some of which cannot be predicted or quantified, that may cause actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such statements are often characterized by the use of qualified words (and their derivatives) such as "expect," "believe," "estimate," "plan," "project," "anticipate," "intend," "will," "may," "view," "seek to," "opportunity," "potential," "continue," "confidence" or words of similar meaning, or other statements concerning opinions or judgment of our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the following:
| • | the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; |
|
| • |
the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company's or banking industry's reputation becomes damaged; |
|
| • | the adequacy of the level of the Company's allowance for credit losses, the amount of credit loss provisions required in future periods, and the failure of assumptions underlying the allowance for credit losses; |
|
| • | general economic or business conditions, either nationally or in the market areas in which the Company does business, may be less favorable than expected, resulting in deteriorating credit quality, reduced demand for credit, or a weakened ability to generate deposits; |
|
| • | competition among financial institutions may increase, and competitors may have greater financial resources and develop products and technology that enable those competitors to compete more successfully than the Company; |
|
| • | businesses that the Company is engaged in may be adversely affected by legislative or regulatory changes, including changes in accounting standards and tax laws; |
|
| • | the ability to recruit and retain key personnel; |
|
| • | cybersecurity threats or attacks, the implementation of new technologies, and the ability to develop and maintain reliable and secure electronic systems; |
|
| • | geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts of threats or terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad; |
|
| • | the impact of health emergencies, epidemics or pandemics; |
|
| • | risks related to environmental, social and governance practices; |
|
| • | risks associated with mergers and acquisitions and other expansion activities; |
|
| • | deposit attrition, operating costs, customer losses and business disruption due to the pending merger with Atlantic Union Bankshares Corporation ("Atlantic Union") may be greater than expected; | |
| • | the regulatory approvals required for the merger with Atlantic Union may not be obtained on the proposed terms or on the anticipated schedule; | |
| • | the shareholders of the Company may fail to approve the merger with Atlantic Union; | |
| • | the businesses of Atlantic Union and the Company may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and | |
| • | the expected growth opportunities or cost savings from the merger with Atlantic Union may not be fully realized or may take longer to realize than expected; |
|
| • | refer to additional risk factors related to the announced merger with Atlantic Union in Item 1A. Risk Factors on page 51. |
The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included herein and in our Annual Report on Form 10-K for the year ended December 31, 2022, including those discussed in the section entitled "Risk Factors." If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-Q. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Reclassification
In certain circumstances, reclassifications have been made to prior period information to conform to the 2023 presentation.
CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies followed by the Company conform with U.S. generally accepted accounting principles ("GAAP") and they conform to general practices within the banking industry. 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. The Company's critical accounting policies, which are summarized below, relate to the allowance for credit losses ("ACL") and goodwill and intangible assets. A summary of the Company's significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements contained in the Form 10-K for the year ended December 31, 2022.
The financial information contained within the Company's financial statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset, or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method.
Allowance for Credit Losses - Loans
The purpose of the ACL is to provide for expected losses in the loan portfolio. The allowance is increased by the provision for credit losses for loans, available for sale securities and unfunded commitments, and by recoveries of previously charged-off loans. Loan charge-offs decrease the allowance.
The goal of the Company is to maintain an appropriate, systematic, and consistently applied process to determine the amounts of the ACL and the provision for or recovery of credit loss expense.
The Company uses certain practices to manage its credit risk. These practices include (1) appropriate lending limits for loan officers, (2) a loan approval process, (3) careful underwriting of loan requests, including analysis of borrowers, cash flows, collateral, and market risks, (4) regular monitoring of the portfolio, including diversification by type and geography, (5) review of loans by the Loan Review department, which operates independently of loan production, (6) regular meetings of the Credit Committee to discuss portfolio and policy changes and make decisions on large or unusual loan requests, and (7) regular meetings of the Asset Quality Committee which reviews the status of individual loans.
Risk grades are assigned as part of the loan origination process. From time to time, risk grades may be modified as warranted by the facts and circumstances surrounding the credit.
Calculation and analysis of the ACL is prepared quarterly by the Finance Department with review and input from Credit Administration. The Company's Credit Committee, Risk and Compliance Committee, Audit Committee, and the Board of Directors review the allowance for adequacy.
The Company's ACL has two basic components: the formula allowance and the specific allowance. Each of these components is determined based upon estimates and judgments.
The Company's ACL consists of quantitative and qualitative allowances and an allowance for loans that are individually assessed for credit losses. Each of these components is determined based upon estimates and judgments. The quantitative allowance uses historical default and loss experience as well as estimates for weighted average lives to calculate lifetime expected losses, along with various qualitative factors, including the effects of changes in risk selection, underwriting standards, and lending policies; expected economic conditions throughout a reasonable and supportable period of 24 months; experience of lending staff; quality of the loan review system; and changes in the regulatory, legal, and competitive environment. The Company considers economic forecasts from highly recognized third-parties for the model inputs. Loans are segmented based on the type of loan and internal risk ratings. The Company utilizes two calculation methodologies to estimate the collective quantitative allowance: the vintage method and the non-discounted cash flow method. Allowance estimates for residential real estate loans are determined by a vintage method which pools loans by date of origination and applies historical average loss rates based on the age of the loans. Allowance estimates for all other loan types are determined by a non-discounted cash flow method which applies historical probabilities of default and loss given default rates to model expected cash flows for each loan through its life and forecast future expected losses.
Loans that do not share risk characteristics are evaluated on an individual basis. The individual reserve component relates to loans that have shown substantial credit deterioration as measured by risk rating and/or delinquency status. In addition, the Company has elected the practical expedient that would include loans for individual assessment consideration if the repayment of the loan is expected substantially through the operation or sale of collateral because the borrower is experiencing financial difficulty. Where the source of repayment is the sale of collateral, the ACL is based on the fair value of the underlying collateral, less selling costs, compared to the amortized cost basis of the loan. If the ACL is based on the operation of the collateral, the reserve is calculated based on the fair value of the collateral calculated as the present value of expected cash flows from the operation of the collateral, compared to the amortized cost basis. If the Company determines that the value of a collateral dependent loan is less than the recorded investment in the loan, the Company charges off the deficiency if it is determined that such amount is deemed to be a confirmed loss.
The use of these computed values is inherently subjective and actual losses could be greater or less than the estimates.
No single statistic, formula, or measurement determines the adequacy of the allowance. Management makes subjective and complex judgments about matters that are inherently uncertain, and different amounts would be reported under different conditions or using different assumptions. For analytical purposes, management allocates a portion of the allowance to specific loan categories and specific loans. However, the entire allowance is used to absorb credit losses inherent in the loan portfolio, including identified and unidentified losses.
The relationships and ratios used in calculating the allowance, including the qualitative factors, may change from period to period as facts and circumstances evolve. Furthermore, management cannot provide assurance that in any particular period the Bank will not have sizable credit losses in relation to the amount reserved. Management may find it necessary to significantly adjust the allowance, considering current factors at the time.
Goodwill and Intangible Assets
The Company's goodwill was recognized in connection with past business combinations and is reported at the community banking segment. The Company reviews the carrying value annually at June 30 or more frequently if certain impairment indicators exist. In testing goodwill for impairment, the Company may first consider qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further testing is required and the goodwill of the reporting unit is not impaired. If the Company elects to bypass the qualitative assessment or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the fair value of the reporting unit is compared with its carrying value to determine whether an impairment exists. The annual evaluation at June 30, 2023 concluded that no impairment existed. Intangible assets with definite useful lives are amortizing over their estimated useful lives of 5 to 10 years. Goodwill is the only intangible asset with an indefinite life on the Company's consolidated balance sheets.
Non-GAAP Presentations
Non-GAAP presentations are provided because the Company believes these may be valuable to investors. These include (1) the analysis of net interest income presented on a taxable equivalent basis to facilitate performance comparisons among various taxable and tax-exempt assets and (2) the calculation of the efficiency ratio.
Internet Access to Corporate Documents
The Company provides access to its Securities and Exchange Commission ("SEC") filings through a link on the Investor Relations page of the Company's website at www.amnb.com. Reports available include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after the reports are filed electronically with the SEC. The information on the Company's website is not incorporated into this report or any other filing the Company makes with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
RESULTS OF OPERATIONS
Executive Overview
Second quarter 2023 financial highlights include the following:
| • | Net income was $7.1 million, or $0.67 per diluted common share, for the second quarter of 2023, compared to $9.2 million or $0.86 per diluted common share, for the previous quarter and $8.1 million or $0.76 per diluted common share, for the same quarter of 2022. |
| • | Deposits grew $39.7 million, or 1.5%, during the quarter and decreased $178.4 million, or 6.3%, from the same quarter of 2022. |
| • | Loans grew $44.9 million, or 2.0%, during the quarter and increased $213.6 million, or 10.5%, from the same quarter of 2022. |
| • | Fully taxable equivalent net interest margin was 2.88% for the second quarter, down from 3.20% in the previous quarter and up from 2.76% in the same quarter of the prior year. |
| • | Annualized net charge-offs (recoveries) as a percentage of average loans outstanding were (0.05%) for the second quarter of 2023, compared to 0.04% in the previous quarter and 0.01% in the same quarter in the prior year. |
| • | Nonperforming assets as a percentage of total assets were 0.04% at June 30, 2023, compared to 0.06% at March 31, 2023 and 0.05% at June 30, 2022 |
Net Interest Income
Net interest income is the difference between interest income on earning assets, primarily loans and securities, and interest expense on interest-bearing liabilities, primarily deposits and other funding sources. Fluctuations in interest rates as well as volume and mix changes in earning assets and interest-bearing liabilities can materially impact net interest income. The following discussion of net interest income is presented on a taxable equivalent basis to facilitate performance comparisons among various taxable and tax-exempt assets, such as certain state and municipal securities. A tax rate of 21% was used in adjusting interest on tax-exempt assets to a fully taxable equivalent basis. Net interest income divided by average earning assets is referred to as the net interest margin. The net interest spread represents the difference between the weighted rate earned on average earning assets and the weighted rate paid on average interest-bearing liabilities.
Three months ended June 30, 2023 and 2022
Net interest income on a taxable equivalent basis was $21.2 million for the second quarter of 2023, a decrease of $349 thousand, or 1.6%, compared to $21.5 million for the same quarter of 2022. Average loan balances for the 2023 quarter were up $209.1 million, or 10.4%, over the 2022 quarter reflecting core loan growth since the second quarter of 2022. Loan yields for the quarter were 86 basis points higher than the 2022 quarter.
For the second quarter of 2023, the Company's yield on interest-earning assets was 4.02%, compared to 2.90% for the second quarter of 2022. The cost of interest-bearing deposits was 1.59% for the 2023 quarter compared to 0.14% for the 2022 quarter. The interest rate spread was 2.18% for the 2023 quarter compared to 2.68% for the 2022 quarter. The net interest margin, on a fully taxable equivalent basis, was 2.88% for the 2023 quarter compared to 2.76% for the 2022 quarter, an increase of 12 basis points. The increase from the same quarter in 2022 is a reflection of changing mix of assets and increasing market rates resulting in an increase in the yield on average earning assets of 112 basis points partially offset by a 162 basis point rise in the cost of average interest-bearing liabilities.
The following presentation is an analysis of net interest income and related yields and rates, on a taxable equivalent basis, for the three months ended June 30, 2023 and 2022. Nonaccrual loans are included in average balances. Interest income on nonaccrual loans is only recognized when the loan returns to accrual status or at full payment of principal.
| Net Interest Income Analysis (dollars in thousands) |
| Three Months Ended June 30, |
||||||||||||||||||||||||
| 2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
|||||||||||||||||||
| Average Balance |
Income/Expense |
Yield/Rate |
||||||||||||||||||||||
| Total loans |
$ | 2,219,843 | $ | 2,010,729 | $ | 26,096 | $ | 19,109 | 4.66 | % | 3.80 | % | ||||||||||||
| Securities: |
||||||||||||||||||||||||
| Taxable |
647,786 | 707,905 | 2,803 | 2,557 | 1.73 | 1.44 | ||||||||||||||||||
| Tax exempt |
4,653 | 18,567 | 33 | 122 | 2.85 | 2.65 | ||||||||||||||||||
| Total securities |
652,439 | 726,472 | 2,836 | 2,679 | 1.74 | 1.48 | ||||||||||||||||||
| Deposits in other banks |
40,341 | 383,724 | 550 | 800 | 5.47 | 0.84 | ||||||||||||||||||
| Total interest-earning assets |
2,912,623 | 3,120,925 | 29,482 | 22,588 | 4.02 | 2.90 | ||||||||||||||||||
| Non-earning assets |
152,826 | 171,988 | ||||||||||||||||||||||
| Total assets |
$ | 3,065,449 | $ | 3,292,913 | ||||||||||||||||||||
| Deposits: |
||||||||||||||||||||||||
| Demand |
$ | 477,642 | $ | 546,412 | 658 | 36 | 0.55 | 0.03 | ||||||||||||||||
| Savings and money market |
884,710 | 1,020,610 | 4,107 | 233 | 1.86 | 0.09 | ||||||||||||||||||
| Time |
306,724 | 282,642 | 1,842 | 377 | 2.41 | 0.54 | ||||||||||||||||||
| Total deposits |
1,669,076 | 1,849,664 | 6,607 | 646 | 1.59 | 0.14 | ||||||||||||||||||
| Customer repurchase agreements |
62,419 | 35,766 | 694 | 9 | 4.46 | 0.10 | ||||||||||||||||||
| Other short-term borrowings |
45,934 | — | 588 | — | 5.07 | — | ||||||||||||||||||
| Long-term borrowings |
28,368 | 28,268 | 394 | 385 | 5.49 | 5.45 | ||||||||||||||||||
| Total interest-bearing liabilities |
1,805,797 | 1,913,698 | 8,283 | 1,040 | 1.84 | 0.22 | ||||||||||||||||||
| Noninterest-bearing demand deposits |
910,911 | 1,031,654 | ||||||||||||||||||||||
| Other liabilities |
16,920 | 16,285 | ||||||||||||||||||||||
| Shareholders' equity |
331,821 | 331,276 | ||||||||||||||||||||||
| Total liabilities and shareholders' equity |
$ | 3,065,449 | $ | 3,292,913 | ||||||||||||||||||||
| Interest rate spread |
2.18 | % | 2.68 | % | ||||||||||||||||||||
| Net interest margin |
2.88 | % | 2.76 | % | ||||||||||||||||||||
| Net interest income (taxable equivalent basis) |
21,199 | 21,548 | ||||||||||||||||||||||
| Less: Taxable equivalent adjustment |
51 | 58 | ||||||||||||||||||||||
| Net interest income |
$ | 21,148 | $ | 21,490 | ||||||||||||||||||||
| Changes in Net Interest Income (Rate/Volume Analysis) |
|||||||||||
| (in thousands) |
| Three Months Ended June 30, |
||||||||||||
| 2023 vs. 2022 |
||||||||||||
| Change |
||||||||||||
| Increase |
Attributable to |
|||||||||||
| (Decrease) |
Rate |
Volume |
||||||||||
| Interest income |
||||||||||||
| Total loans |
$ | 6,987 | $ | 4,856 | $ | 2,131 | ||||||
| Securities: |
||||||||||||
| Taxable |
246 | 476 | (230 | ) | ||||||||
| Tax exempt |
(89 | ) | 9 | (98 | ) | |||||||
| Total securities |
157 | 485 | (328 | ) | ||||||||
| Deposits in other banks |
(250 | ) | 1,017 | (1,267 | ) | |||||||
| Total interest income |
6,894 | 6,358 | 536 | |||||||||
| Interest expense |
||||||||||||
| Deposits: |
||||||||||||
| Demand |
622 | 627 | (5 | ) | ||||||||
| Savings and money markets |
3,874 | 3,909 | (35 | ) | ||||||||
| Time |
1,465 | 1,430 | 35 | |||||||||
| Total deposits |
5,961 | 5,966 | (5 | ) | ||||||||
| Customer repurchase agreements |
685 | 673 | 12 | |||||||||
| Other short-term borrowings |
588 | 588 | — | |||||||||
| Long-term borrowings |
9 | 8 | 1 | |||||||||
| Total interest expense |
7,243 | 7,235 | 8 | |||||||||
| Net interest income |
$ | (349 | ) | $ | (877 | ) | $ | 528 | ||||
Six months ended June 30, 2023 and 2022
Net interest income on a taxable equivalent basis was $44.5 million for the six months ended June 30, 2023 an increase of $2.4 million, compared to $42.1 million, or 5.8% for the same period of 2022. Average loan balances for the 2023 period were up $212.6 million, or 10.7%, over the 2022 period reflecting core loan growth since the second quarter of 2022. Loan yields for the period were 80 basis points higher than the 2022 period.
For the six months ended June 30, 2023, the Company's yield on interest-earning assets was 3.96%, compared to 2.82% for 2022. The cost of interest-bearing deposits was 1.51% for the 2023 period compared to 0.21% for the 2022 period. The interest rate spread was 2.45% for the 2023 period compared to 2.61% for the 2022 period. The net interest margin, on a fully taxable equivalent basis, was 3.04% for the 2023 period compared to 2.70% for the 2022 period an increase of 34 basis points. The increase from the same period in 2022 is a reflection of changing mix of assets and increasing market rates resulting in an increase in the yield on average earning assets of 114 basis points partially offset by a 130 basis point rise in the cost of average interest-bearing liabilities.
The following presentation is an analysis of net interest income and related yields and rates, on a taxable equivalent basis, for the six months ended June 30, 2023 and 2022. Nonaccrual loans are included in average balances. Interest income on nonaccrual loans is only recognized when the loan returns to accrual status or at full payment of principal.
| Net Interest Income Analysis (dollars in thousands) |
| Six Months Ended June 30, |
||||||||||||||||||||||||
| 2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
|||||||||||||||||||
| Average Balance |
Income/Expense |
Yield/Rate |
||||||||||||||||||||||
| Total Loans |
$ | 2,203,555 | $ | 1,990,930 | $ | 51,053 | $ | 37,931 | 4.61 | % | 3.81 | % | ||||||||||||
| Securities: |
||||||||||||||||||||||||
| Taxable |
656,661 | 700,493 | 5,657 | 4,909 | 1.72 | 1.40 | ||||||||||||||||||
| Tax exempt |
8,457 | 18,223 | 115 | 236 | 2.73 | 2.60 | ||||||||||||||||||
| Total securities |
665,118 | 718,716 | 5,772 | 5,145 | 1.73 | 1.43 | ||||||||||||||||||
| Deposits in other banks |
42,728 | 414,082 | 1,021 | 977 | 4.82 | 0.48 | ||||||||||||||||||
| Total interest-earning assets |
2,911,401 | 3,123,728 | 57,846 | 44,053 | 3.96 | 2.82 | ||||||||||||||||||
| Non-earning assets |
149,806 | 182,810 | ||||||||||||||||||||||
| Total assets |
$ | 3,061,207 | $ | 3,306,538 | ||||||||||||||||||||
| Deposits: |
||||||||||||||||||||||||
| Demand |
$ | 475,997 | $ | 536,018 | 832 | 73 | 0.35 | 0.03 | ||||||||||||||||
| Savings and Money Market |
874,416 | 1,018,538 | 6,394 | 341 | 1.47 | 0.07 | ||||||||||||||||||
| Time |
291,412 | 310,626 | 2,867 | 801 | 1.98 | 0.52 | ||||||||||||||||||
| Total deposits |
1,641,825 | 1,865,182 | 10,093 | 1,215 | 1.24 | 0.13 | ||||||||||||||||||
| Customer repurchase agreements |
34,662 | 38,536 | 759 | 15 | 4.42 | 0.08 | ||||||||||||||||||
| Other short-term borrowings |
72,070 | — | 1,728 | — | 4.77 | — | ||||||||||||||||||
| Long-term borrowings |
28,355 | 28,255 | 781 | 764 | 5.48 | 5.41 | ||||||||||||||||||
| Total interest-bearing liabilities |
1,776,912 | 1,931,973 | 13,361 | 1,994 | 1.51 | 0.21 | ||||||||||||||||||
| Noninterest-bearing demand deposits |
939,796 | 1,015,924 | ||||||||||||||||||||||
| Other liabilities |
16,817 | 17,289 | ||||||||||||||||||||||
| Shareholders' equity |
327,682 | 341,352 | ||||||||||||||||||||||
| Total liabilities and shareholders' equity |
$ | 3,061,207 | $ | 3,306,538 | ||||||||||||||||||||
| Interest rate spread |
2.45 | % | 2.61 | % | ||||||||||||||||||||
| Net interest margin |
3.04 | % | 2.70 | % | ||||||||||||||||||||
| Net interest income (taxable equivalent basis) |
44,485 | 42,059 | ||||||||||||||||||||||
| Less: Taxable equivalent adjustment |
113 | 116 | ||||||||||||||||||||||
| Net interest income |
$ | 44,372 | $ | 41,943 | ||||||||||||||||||||
| Changes in Net Interest Income (Rate/Volume Analysis) |
|||||||||||
| (in thousands) |
| Six Months Ended June 30, |
||||||||||||
| 2023 vs. 2022 |
||||||||||||
| Change |
||||||||||||
| Increase |
Attributable to |
|||||||||||
| (Decrease) |
Rate |
Volume |
||||||||||
| Interest income |
||||||||||||
| Total loans |
$ | 13,122 | $ | 8,782 | $ | 4,340 | ||||||
| Securities: |
||||||||||||
| Taxable |
748 | 1,070 | (322 | ) | ||||||||
| Tax exempt |
(121 | ) | 11 | (132 | ) | |||||||
| Total securities |
627 | 1,081 | (454 | ) | ||||||||
| Deposits in other banks |
44 | 1,636 | (1,592 | ) | ||||||||
| Total interest income |
13,793 | 11,499 | 2,294 | |||||||||
| Interest expense |
||||||||||||
| Deposits: |
||||||||||||
| Demand |
759 | 768 | (9 | ) | ||||||||
| Savings and money markets |
6,053 | 6,108 | (55 | ) | ||||||||
| Time |
2,066 | 2,119 | (53 | ) | ||||||||
| Total deposits |
8,878 | 8,995 | (117 | ) | ||||||||
| Customer repurchase agreements |
744 | 746 | (2 | ) | ||||||||
| Other short-term borrowings |
1,728 | 1,728 | — | |||||||||
| Long-term borrowings |
17 | 14 | 3 | |||||||||
| Total interest expense |
11,367 | 11,483 | (116 | ) | ||||||||
| Net interest income (taxable equivalent basis) |
$ | 2,426 | $ | 16 | $ | 2,410 | ||||||
Noninterest Income
Three months ended June 30, 2023 and 2022
For the quarter ended June 30, 2023, noninterest income decreased $482 thousand, or 10.0%, compared to the comparable 2022 quarter. Details of individual accounts are shown in the table below.
| Three Months Ended June 30, |
||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||
| 2023 |
2022 |
$ Change |
% Change |
|||||||||||||
| Noninterest income: |
||||||||||||||||
| Wealth management income |
$ | 1,726 | $ | 1,587 | $ | 139 | 8.8 | % | ||||||||
| Service charges on deposit accounts |
564 | 709 | (145 | ) | (20.5 | ) | ||||||||||
| Interchange fees |
1,187 | 996 | 191 | 19.2 | ||||||||||||
| Other fees and commissions |
158 | 145 | 13 | 9.0 | ||||||||||||
| Mortgage banking income |
197 | 429 | (232 | ) | (54.1 | ) | ||||||||||
| Income from Small Business Investment Companies |
108 | 678 | (570 | ) | (84.1 | ) | ||||||||||
| Income from insurance investments |
120 | 152 | (32 | ) | (21.1 | ) | ||||||||||
| Losses on premises and equipment, net |
(8 | ) | (84 | ) | 76 | 90.5 | ||||||||||
| Other |
303 | 225 | 78 | 34.7 | ||||||||||||
| Total noninterest income |
$ | 4,355 | $ | 4,837 | $ | (482 | ) | (10.0 | ) | |||||||
Wealth management income increased $139 thousand compared to the same quarter of 2022, reflecting net growth in assets under management and market gains. Interchange fees increased $191 thousand. Mortgage banking income decreased $232 thousand in the 2023 quarter compared to the 2022 quarter, reflecting decreased demand for new home purchases or refinancing in an increasing rate environment. Income from small business investment companies decreased $570 thousand reflecting lower distributions in the 2023 quarter.
Six months ended June 30, 2023 and 2022
For the six months ended June 30, 2023, noninterest income decreased $1.7 million, or 16.4%, compared to the first half of 2022. Details of individual accounts are shown in the table below.
| Six Months Ended June 30, |
||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||
| 2023 |
2022 |
$ Change |
% Change |
|||||||||||||
| Noninterest income: |
||||||||||||||||
| Wealth management income |
$ | 3,294 | $ | 3,396 | $ | (102 | ) | (3.0 | )% | |||||||
| Service charges on deposit accounts |
1,120 | 1,398 | (278 | ) | (19.9 | ) | ||||||||||
| Interchange fees |
2,297 | 1,977 | 320 | 16.2 | ||||||||||||
| Other fees and commissions |
324 | 295 | 29 | 9.8 | ||||||||||||
| Mortgage banking income |
341 | 1,102 | (761 | ) | (69.1 | ) | ||||||||||
| Securities losses, net |
(68 | ) | — | (68 | ) | — | ||||||||||
| Income from Small Business Investment Companies |
435 | 1,171 | (736 | ) | (62.9 | ) | ||||||||||
| Income from insurance investments |
465 | 715 | (250 | ) | (35.0 | ) | ||||||||||
| Losses on premises and equipment, net |
(113 | ) | (80 | ) | (33 | ) | (41.3 | ) | ||||||||
| Other |
632 | 463 | 169 | 36.5 | ||||||||||||
| Total noninterest income |
$ | 8,727 | $ | 10,437 | $ | (1,710 | ) | (16.4 | ) | |||||||
Wealth management income decreased $102 thousand compared to the same period of 2022, reflecting market volatility and seasonal distributions. Service charges on deposits decreased $278 thousand while interchange fees increased $320 thousand. Mortgage banking income decreased $761 thousand in the first half of 2023 compared to the same period in 2022, reflecting decreased demand for new home purchases or refinancing in an increasing rate environment. The first six months of 2023 reflected $250 thousand less in income from insurance investments. The Company received additional ownership distributions in the first quarter of 2022 with none received in 2023. Income from small business investment companies declined by $736 thousand in the 2023 period compared to the first half of 2022 reflecting lower distributions received and fair market value adjustments.
Noninterest Expense
Three months ended June 30, 2023 and 2022
For the three months ended June 30, 2023, noninterest expense increased $727 thousand, or 4.7%, compared to the same quarter of 2022. Details of individual accounts are shown in the table below.
| Three Months Ended June 30, |
||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||
| 2023 |
2022 |
$ Change |
% Change |
|||||||||||||
| Noninterest Expense |
||||||||||||||||
| Salaries and employee benefits |
$ | 8,300 | $ | 8,720 | $ | (420 | ) | (4.8 | )% | |||||||
| Occupancy and equipment |
1,631 | 1,520 | 111 | 7.3 | ||||||||||||
| FDIC assessment |
492 | 228 | 264 | 115.8 | ||||||||||||
| Bank franchise tax |
520 | 488 | 32 | 6.6 | ||||||||||||
| Core deposit intangible amortization |
272 | 320 | (48 | ) | (15.0 | ) | ||||||||||
| Data processing |
939 | 781 | 158 | 20.2 | ||||||||||||
| Software |
476 | 363 | 113 | 31.1 | ||||||||||||
| Other real estate owned, net |
— | 2 | (2 | ) | — | |||||||||||
| Other |
3,552 | 3,033 | 519 | 17.1 | ||||||||||||
| Total noninterest expense |
$ | 16,182 | $ | 15,455 | $ | 727 | 4.7 | |||||||||
The decrease in salary and employee benefits in the second quarter of 2023 compared to the same quarter of 2022 was primarily due to lower incentive and commission expense partially offset by a higher salary base. The increase in the Federal Deposit Insurance Corporation ("FDIC") assessment of $264 thousand was the result of an increase in the base assessment rate. The increase in other expenses were primarily the result of increased costs in printing and supplies and annual meeting expenses of $206 thousand and expenses related to technology upgrades of $120 thousand.
Six months ended June 30, 2023 and 2022
For the six months ended June 30, 2023, noninterest expense increased $1.0 million, or 3.3%, compared to the same period of 2022. Details of individual accounts are shown in the table below.
| Six Months Ended June 30, |
||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||
| 2023 |
2022 |
$ Change |
% Change |
|||||||||||||
| Noninterest Expense |
||||||||||||||||
| Salaries and employee benefits |
$ | 17,472 | $ | 17,318 | $ | 154 | 0.9 | % | ||||||||
| Occupancy and equipment |
3,075 | 3,062 | 13 | 0.4 | ||||||||||||
| FDIC assessment |
699 | 467 | 232 | 49.7 | ||||||||||||
| Bank franchise tax |
1,030 | 964 | 66 | 6.8 | ||||||||||||
| Core deposit intangible amortization |
555 | 650 | (95 | ) | (14.6 | ) | ||||||||||
| Data processing |
1,790 | 1,628 | 162 | 10.0 | ||||||||||||
| Software |
920 | 726 | 194 | 26.7 | ||||||||||||
| Other real estate owned, net |
— | 1 | (1 | ) | (100.0 | ) | ||||||||||
| Other |
6,289 | 5,988 | 301 | 5.0 | ||||||||||||
| Total noninterest expense |
$ | 31,830 | $ | 30,804 | $ | 1,026 | 3.3 | |||||||||
The increase in salary and employee benefits in the six months ended June 30, 2023 compared to the same period of 2022 was primarily due to a higher salary base partially offset by reduced incentive and commission expense. The increase in the FDIC assessment of $232 thousand was the result of an increase in the base assessment rate. Software expense increased $194 thousand for upgrades in ATM programs and other product upgrades. Other expenses increased $301 thousand reflecting inflationary price increases from vendors for various products and services in the 2023 period compared to the 2022 period.
Non-GAAP Financial Measures
The efficiency ratio is calculated by dividing noninterest expense excluding (1) gains or losses on the sale of other real estate owned ("OREO") and (2) core deposit intangible amortization by net interest income including tax equivalent income on nontaxable loans and securities and noninterest income and excluding (a) gains or losses on securities and (b) gains or losses on sale or disposal of premises and equipment. The efficiency ratio for the 2023 quarter was 62.24% compared to 57.18% for the 2022 quarter. The efficiency ratio is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. Such information is not prepared in accordance with GAAP and should not be construed as such. Management believes, however, such financial information is meaningful to the reader in understanding operating performance but cautions that such information not be viewed as a substitute for GAAP information. The Company, in referring to its net income, is referring to income under GAAP. The components of the efficiency ratio calculation are summarized in the following table (dollars in thousands):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2023 |
2022 |
2023 |
2022 |
|||||||||||||
| Efficiency Ratio |
||||||||||||||||
| Noninterest expense |
$ | 16,182 | $ | 15,455 | $ | 31,830 | $ | 30,804 | ||||||||
| Subtract: core deposit intangible amortization |
(272 | ) | (320 | ) | (555 | ) | (650 | ) | ||||||||
| $ | 15,910 | $ | 15,135 | $ | 31,275 | $ | 30,154 | |||||||||
| Net interest income |
$ | 21,148 | $ | 21,490 | $ | 44,372 | $ | 41,943 | ||||||||
| Tax equivalent adjustment |
51 | 58 | 113 | 116 | ||||||||||||
| Noninterest income |
4,355 | 4,837 | 8,727 | 10,437 | ||||||||||||
| Add: losses on securities |
— | — | 68 | — | ||||||||||||
| Add: losses on premise and equipment |
8 | 84 | 113 | 80 | ||||||||||||
| $ | 25,562 | $ | 26,469 | $ | 53,393 | $ | 52,576 | |||||||||
| Efficiency ratio |
62.24 | % | 57.18 | % | 58.58 | % | 57.35 | % | ||||||||
Net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for both the 2023 and 2022 periods is 21%. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below (dollars in thousands):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2023 |
2022 |
2023 |
2022 |
|||||||||||||
| Reconciliation of Net Interest Income to Tax-Equivalent Net Interest Income |
||||||||||||||||
| Non-GAAP measures: |
||||||||||||||||
| Interest income - loans |
$ | 26,096 | $ | 19,109 | $ | 51,053 | $ | 37,931 | ||||||||
| Interest income - investments and other |
3,386 | 3,479 | 6,793 | 6,122 | ||||||||||||
| Interest expense - deposits |
(6,607 | ) | (646 | ) | (10,093 | ) | (1,215 | ) | ||||||||
| Interest expense - customer repurchase agreements |
(694 | ) | (9 | ) | (759 | ) | (15 | ) | ||||||||
| Interest expense - other short-term borrowings |
(588 | ) | — | (1,728 | ) | — | ||||||||||
| Interest expense - long-term borrowings |
(394 | ) | (385 | ) | (781 | ) | (764 | ) | ||||||||
| Total net interest income |
$ | 21,199 | $ | 21,548 | $ | 44,485 | $ | 42,059 | ||||||||
| Less non-GAAP measures: |
||||||||||||||||
| Tax benefit realized on non-taxable interest income - loans |
$ | (44 | ) | $ | (34 | ) | $ | (89 | ) | $ | (68 | ) | ||||
| Tax benefit realized on non-taxable interest income - municipal securities |
(7 | ) | (24 | ) | (24 | ) | (48 | ) | ||||||||
| GAAP measures net interest income |
$ | 21,148 | $ | 21,490 | $ | 44,372 | $ | 41,943 | ||||||||
Income Taxes
The effective tax rate for the second quarter of 2023 was 21.13% compared to 20.90% for the second quarter of 2022. The effective rate for the six months of 2023 was 21.16% compared to 21.21% in the same period of 2022. The provision for income taxes is based upon the results of operations, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of the assets and liabilities using the applicable enacted tax rate.
Impact of Inflation and Changing Prices
The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. The most significant effect of inflation is on noninterest expense, which tends to rise during periods of inflation. Changes in interest rates have a greater impact on a financial institution's profitability than do the effects of higher costs for goods and services. Through its balance sheet management practices, the Company has the ability to react to those changes and measure and monitor its interest rate and liquidity risk. Price inflation had been consistently benign over the past several years but substantially increased beginning in mid-2021. Inflation has moderated in 2023 but is still significantly elevated relative to recent history. Management is closely monitoring noninterest expenses as a result of current inflation trends to implement cost mitigation measures, as applicable.
CHANGES IN FINANCIAL POSITION
BALANCE SHEET ANALYSIS
Securities
The securities portfolio generates income, plays a major role in the management of interest rate sensitivity, provides a source of liquidity, and is used to meet collateral requirements. The securities portfolio consists primarily of high credit quality investments, mostly federal agency, mortgage-backed, and state and municipal securities.
The available for sale securities portfolio was $560.7 million at June 30, 2023, compared to $608.1 million at December 31, 2022, a decrease of $47.4 million, or 7.8%. At June 30, 2023, the available for sale portfolio had an amortized cost of $630.4 million, resulting in a net unrealized loss of $69.7 million. At December 31, 2022, the available for sale portfolio had an amortized cost of $679.1 million, resulting in a net unrealized loss of $71.1 million. The slight improvement in the net unrealized loss was a result of the reduction in amortized cost which was partially offset by an increase in market rates during the period.
The Company sold securities available for sale totaling $12.8 million par value, net and realized a net loss of $68 thousand during the six months ended June 30, 2023. There were no security sales during the six months ended June 30, 2022. The Company has other sources of liquidity and currently intends to hold the remaining available for sale securities until maturity. The Company has established lines of credit totaling $110.0 million with correspondent banks, has access to the Federal Reserve discount borrowing window, and $495.1 million of borrowing capacity at the Federal Home Loan Bank ("FHLB") without pledging additional collateral.
The Company is cognizant of the recent volatility in market interest rates and has elected to execute an asset liability strategy of purchasing high quality securities with relatively low optionality and moderate and overall balanced duration.
Loans
The loan portfolio consists primarily of commercial and residential real estate loans, commercial loans to small and medium-sized businesses, construction and land development loans, and home equity loans.
Total loans were $2.2 billion at June 30, 2023 and December 31, 2022, respectively, with an increase of $58.0 million, or 2.7%. Average loans, including loans held for sale, were $2.2 billion and $2.0 billion for the second quarter of 2023 and 2022, respectively, an increase of $209.1 million, or 10.4%.
Loans held for sale totaled $4.0 million at June 30, 2023 and $1.1 million at December 31, 2022. Secondary loan production volume was $37.1 million for the six month period ended June 30, 2023 and $41.2 million for the same period of 2022. These loans were approximately 80% purchase and 20% refinance for the period ended June 30, 2023, and 65% purchase and 35% refinance for the year ended December 31, 2022.
Management of the loan portfolio is organized around portfolio segments. Each segment is comprised of various loan types that are reflective of operational and regulatory reporting requirements. The following table presents the Company's loan portfolio by segment (dollars in thousands):
| As of June 30, 2023 |
||||||||||||||||||||
| Maturing within one year |
Maturing after one but within five years |
Maturing after five but within fifteen years |
Maturing after fifteen years |
Total |
||||||||||||||||
| Real estate: |
||||||||||||||||||||
| Construction and land development |
$ | 34,116 | $ | 174,627 | $ | 30,540 | $ | 1,651 | $ | 240,934 | ||||||||||
| Commercial real estate - owner occupied |
48,216 | 239,820 | 126,733 | 1,628 | 416,397 | |||||||||||||||
| Commercial real estate - non-owner occupied |
83,817 | 495,172 | 216,790 | 37,305 | 833,084 | |||||||||||||||
| Residential real estate |
17,046 | 165,814 | 146,311 | 22,684 | 351,855 | |||||||||||||||
| Home equity |
5,173 | 27,147 | 58,540 | 2,734 | 93,594 | |||||||||||||||
| Total real estate |
188,368 | 1,102,580 | 578,914 | 66,002 | 1,935,864 | |||||||||||||||
| Commercial and industrial |
45,753 | 153,504 | 93,023 | 9,498 | 301,778 | |||||||||||||||
| Consumer |
286 | 4,237 | 551 | 1,748 | 6,822 | |||||||||||||||
| Total loans, net of deferred fees and costs |
$ | 234,407 | $ | 1,260,321 | $ | 672,488 | $ | 77,248 | $ | 2,244,464 | ||||||||||
| Interest rate sensitivity: |
||||||||||||||||||||
| Fixed interest rates |
$ | 182,302 | $ | 1,089,786 | $ | 547,245 | $ | 30,582 | $ | 1,849,915 | ||||||||||
| Floating or adjustable rates |
52,105 | 170,535 | 125,243 | 46,666 | 394,549 | |||||||||||||||
| Total loans, gross |
$ | 234,407 | $ | 1,260,321 | $ | 672,488 | $ | 77,248 | $ | 2,244,464 | ||||||||||
Allowance for Credit Losses
The purpose of the allowance for credit losses - loans is to provide for probable expected losses inherent in the loan portfolio. The allowance is increased by the provision for credit losses on loans and by recoveries of previously charged-off loans. Loan charge-offs decrease the allowance.
On January 1, 2023, the Company adopted the current expected credit losses standard for estimating credit losses, which resulted in increases of $5.2 million in the ACL. At June 30, 2023, the ACL was $25.3 million compared to $19.6 million at December 31, 2022. The ACL as a percentage of total loans at such dates was 1.13% and 0.91%, respectively. Management will continue to evaluate the adequacy of the Company's ACL.
The Company recorded a provision for credit losses - loans for the second quarter of 2023 of $219 thousand compared to $581 thousand in the second quarter of the previous year. The provision expense for the second quarter of 2023 was a function of loan growth and net recovery activity during the period. The provision expense in the second quarter of 2022 was the result of loan growth during the period and a slight increase in specific reserves. The provision expense was increased by $49 thousand during the second quarter of 2023 for unfunded commitments. The allowance for unfunded commitments is included in other liabilities on the consolidated balance sheets.
Prior to the adoption of ASC 326, the Company computed its ASC 450 loan balance by reducing total loans by acquired loans and loans that were evaluated for impairment individually. The general allowance at December 31, 2022 was 0.94%. On a dollar basis, the reserve was $19.5 million. This segment of the allowance represented by far the largest portion of the loan portfolio and the largest aggregate risk. There was no allowance for performing acquired loans in accordance with GAAP. The FASB ASC 450 loan loss reserve balance is the total allowance for loan and lease losses reduced by allowances associated with these other pools of loans. The was no specific reserves related to impaired loans at December 31, 2022. The reserve related to the acquired loans with deteriorated credit quality was $93 thousand at December 31, 2022. This was the only portion of the reserve related to acquired loans as of that date.
The following tables present the Company's credit loss and recovery experience for the periods indicated (dollars in thousands):
| Commercial |
Construction and Land Development |
Commercial Real Estate - Owner Occupied |
Commercial Real Estate - Non-owner Occupied |
Residential Real Estate |
Home Equity |
Consumer |
Total |
|||||||||||||||||||||||||
| Balance at December 31, 2022 |
$ | 2,874 | $ | 1,796 | $ | 3,785 | $ | 7,184 | $ | 3,077 | $ | 790 | $ | 49 | $ | 19,555 | ||||||||||||||||
| Day 1 impact of CECL adoption |
883 | 272 | 1,078 | 2,069 | 653 | 190 | 47 | 5,192 | ||||||||||||||||||||||||
| Provision for (recovery of) credit losses |
52 | 480 | (87 | ) | 102 | 21 | (35 | ) | 15 | 548 | ||||||||||||||||||||||
| Charge-offs |
(360 | ) | — | — | — | — | — | (50 | ) | (410 | ) | |||||||||||||||||||||
| Recoveries |
224 | 4 | 25 | 32 | 85 | 47 | 40 | 457 | ||||||||||||||||||||||||
| Balance at June 30, 2023 |
$ | 3,673 | $ | 2,552 | $ | 4,801 | $ | 9,387 | $ | 3,836 | 992 | $ | 101 | $ | 25,342 | |||||||||||||||||
| Average Loans |
$ | 238,186 | $ | 223,170 | $ | 432,532 | $ | 865,365 | $ | 343,866 | $ | 92,418 | $ | 6,717 | $ | 2,202,254 | ||||||||||||||||
| Ratio of net (recoveries) charge-offs to average loans* |
0.11 | % | (0.00 | )% | (0.01 | )% | (0.01 | )% | (0.05 | )% | (0.10 | )% | 0.30 | % | (0.00 | )% | ||||||||||||||||
*Annualized
| Commercial |
Construction and Land Development |
Commercial Real Estate - Owner Occupied |
Commercial Real Estate - Non-owner Occupied |
Residential Real Estate |
Consumer |
Total |
||||||||||||||||||||||
| Balance at December 31, 2021 |
$ | 2,668 | $ | 1,397 | $ | 3,964 | $ | 7,141 | $ | 3,458 | $ | 50 | $ | 18,678 | ||||||||||||||
| (Recovery of) provision for credit losses |
55 | 223 | (486 | ) | (120 | ) | 83 | 68 | (177 | ) | ||||||||||||||||||
| Charge-offs |
(78 | ) | — | — | — | (5 | ) | (71 | ) | (154 | ) | |||||||||||||||||
| Recoveries |
87 | — | 10 | 3 | 8 | 50 | 158 | |||||||||||||||||||||
| Balance at June 30, 2022 |
$ | 2,732 | $ | 1,620 | $ | 3,488 | $ | 7,024 | $ | 3,544 | $ | 97 | $ | 18,505 | ||||||||||||||
| Average Loans |
$ | 236,167 | $ | 154,856 | $ | 419,889 | $ | 779,645 | $ | 389,797 | $ | 6,536 | $ | 1,986,890 | ||||||||||||||
| Ratio of net (recoveries) charge-offs to average loans* |
(0.01 | )% | 0.00 | % | (0.00 | )% | (0.00 | )% | (0.00 | )% | 0.64 | % | (0.00 | )% | ||||||||||||||
* Annualized
Asset Quality Indicators
The following table provides qualitative indicators relevant to the Company's loan portfolio for the six month period ended June 30, 2023 and the year ended December 31, 2022.
| Asset Quality Ratios |
||||||
| June 30, 2023 | December 31, 2022 | |||||||
| Allowance to loans |
1.13 | % | 0.91 | % | ||||
| Net recoveries to allowance (1) |
0.37 | 3.68 | ||||||
| Net recoveries to average loans (1) |
0.00 | 0.04 | ||||||
| Nonperforming assets to total assets |
0.04 | 0.05 | ||||||
| Nonperforming loans to loans |
0.05 | 0.06 | ||||||
| Provision to net recoveries/charge-offs (1) |
(11.68 | ) | 221.81 | |||||
| Provision to average loans (1) |
0.05 | 0.08 | ||||||
| Allowance to nonperforming loans |
2,474.80 | 1,478.08 | ||||||
__________________________
(1) - Annualized
Nonperforming Assets (Loans and Other Real Estate Owned)
Nonperforming loans include loans on which interest is no longer accruing and accruing loans that are contractually past due 90 days or more. Nonperforming loans include loans originated and loans acquired exclusive of purchased credit deteriorated loans.
Nonperforming loans to total loans were 0.05% at June 30, 2023 and 0.06% at December 31, 2022. Nonperforming assets include nonperforming loans, OREO and repossessions. Nonperforming assets represented 0.04% of total assets at June 30, 2023 and 0.05% at December 31, 2022. The decrease in nonperforming assets resulted from a decline of $299 thousand in nonperforming loans.
In most cases, it is the policy of the Company that any loan that becomes 90 days past due will automatically be placed on nonaccrual loan status, accrued interest reversed out of income, and further interest accrual ceased. Any payments received on such loans will be credited to principal. In some cases, a loan in process of renewal may become 90 days past due. In these instances, the loan may still be accruing because of a delayed renewal process in which the customer has not been billed. In accounting for acquired impaired loans, such loans are not classified as nonaccrual when they become 90 days past due. They are considered to be accruing because their interest income relates to the accretable yield and not to contractual interest payments.
Loans will only be restored to full accrual status after six consecutive months of payments that were each less than 30 days delinquent. The Company strictly adheres with this policy before restoring a loan to normal accrual status.
Individually Assessed Loans
A loan is individually assessed when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Total individually assessed loans at June 30, 2023 were $742.0 thousand. Impaired loans, exclusive of purchased credit impaired loans, were $5.1 million at December 31, 2022.
Other Real Estate Owned
OREO was $27 thousand at each of June 30, 2023 and December 31, 2022. OREO is initially recorded at fair value, less estimated costs to sell at the date of foreclosure. Loan losses resulting from foreclosure are charged against the ACL at that time. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the new cost basis or fair value, less estimated costs to sell with any additional write-downs charged against earnings. For significant assets, these valuations are typically outside annual appraisals.
The Company's deposits consist primarily of checking, money market, savings, and consumer and commercial time deposits. Total deposits were $2.7 billion at June 30, 2023 and $2.6 billion at December 31, 2022.
Average interest-bearing deposits were $1.7 billion for the second quarter of 2023, compared to $1.9 billion for the second quarter of 2022, a decrease of $180.6 million, or 9.8%. Average noninterest-bearing deposits for the 2023 quarter were $910.9 million, compared to $1.0 billion for the 2022 quarter, a decrease of $120.7 million, or 11.7%.
The Company's primary focus on the liability side of the balance sheet is growing core deposits and their affiliated relationships. The Company's cost of interest-bearing deposits for the second quarter of 2023 was 1.59% compared to 0.14% for the second quarter of 2022.
Certificates of Deposit over $250,000
At June 30, 2023, certificates of deposit that met or exceeded the FDIC insurance limit held by the Company were $115.2 million, and were $87.6 million at December 31, 2022. The following table provides information on the maturity distribution of the time deposits exceeding the FDIC insurance limits at June 30, 2023 (dollars in thousands):
| June 30, 2023 |
||||
| 3 months or less |
$ | 9,413 | ||
| Over 3 through 6 months |
32,564 | |||
| Over 6 through 12 months |
65,485 | |||
| Over 12 months |
7,787 | |||
| Total |
$ | 115,249 | ||
The Company's total uninsured deposits, which are the amounts of deposit accounts that exceed the FDIC insurance limit, currently $250 thousand, were approximately $1.1 billion at June 30, 2023 and approximately $974.0 million at December 31, 2022. These amounts were estimated based on the same methodologies and assumptions used for regulatory reporting purposes.
Shareholders' Equity
The Company's capital management strategy is to be classified as "well capitalized" under regulatory capital ratios and provide as high as possible total return to shareholders.
Shareholders' equity was $328.1 million at June 30, 2023 compared to $321.2 million at December 31, 2022, an increase of $6.9 million, or 2.2%.
The Company paid cash dividends of $0.60 per share during the six months of 2023 while the diluted earnings per share for the same period was $1.53.
The following table provides information on the regulatory capital ratios for the Company and the Bank at June 30, 2023 and December 31, 2022. Management believes, as of June 30, 2023, that the Company and the Bank more than satisfy all capital adequacy requirements to which they are subject.
| Percentage At June 30, 2023 | Percentage At December 31, 2022 | |||||||||||||||
| Risk-Based Capital Ratios: |
Company |
Bank |
Company |
Bank |
||||||||||||
| Common equity tier 1 capital ratio |
11.68 | % | 12.55 | % | 11.70 | % | 12.57 | % | ||||||||
| Tier 1 capital ratio |
12.81 | 12.55 | 12.86 | 12.57 | ||||||||||||
| Total capital ratio |
13.84 | 13.57 | 13.67 | 13.38 | ||||||||||||
| Leverage Capital Ratio: |
||||||||||||||||
| Tier 1 leverage ratio |
10.60 | 10.39 | 10.36 | 10.12 | ||||||||||||
Stock Repurchase Program
The Company has an approved one year stock repurchase plan that authorizes repurchases of up to $10 million of the Company's common stock through December 31, 2023.
During the six month period ended June 30, 2023, the Company repurchased 34,131 shares at an average cost of $30.58 per share, for a total cost of $1.0 million. In the six month period ended June 30, 2022, the Company repurchased 143,605 shares at an average cost of $37.09 per share, for a total cost of $5.3 million.
Liquidity
Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities in a timely manner. Liquidity management involves maintaining the Company's ability to meet the daily cash flow requirements of its customers, whether they are borrowers requiring funds or depositors desiring to withdraw funds. Additionally, the Company requires cash for various operating needs including dividends to shareholders, the servicing of debt, and the payment of general corporate expenses. The Company manages its exposure to fluctuations in interest rates through policies approved by the Asset Liability Committee ("ALCO") and Board of Directors, both of which receive periodic reports of the Company's interest rate risk and liquidity position. The Company uses a computer simulation model to assist in the management of the future liquidity needs of the Company.
Liquidity sources include on balance sheet and off balance sheet sources.
Balance sheet liquidity sources include cash, amounts due from banks, loan repayments, and increases in deposits. The Company also maintains a large, high quality, very liquid bond portfolio, which is generally 50% to 60% unpledged and would, accordingly, be available for sale if necessary.
Off balance sheet sources include lines of credit from the FHLB, federal funds lines of credit, and access to the Federal Reserve Bank of Richmond's discount window.
The Company has a line of credit with the FHLB, equal to 30% of the Bank's assets, subject to the amount of collateral pledged. Under the terms of its collateral agreement with the FHLB, the Company provides a blanket lien covering all of its residential first mortgage loans, second mortgage loans, home equity lines of credit, and commercial real estate loans. In addition, the Company pledges as collateral its capital stock in and deposits with the FHLB. At June 30, 2023 and December 31, 2022, there were $25.0 million and $100.5 million, respectively, in principal advance obligations to the FHLB. The Company's remaining credit availability from the FHLB was $726.5 million as of June 30, 2023, $495.1 million of which could be accessed without pledging additional collateral.
Also, the Company had $170.0 million outstanding in letters of credit at June 30, 2023 and December 31, 2022. These letters of credit provide the Bank with alternate collateral for securing public entity deposits above FDIC insurance levels, thereby providing less need for collateral pledging from the securities portfolio, and thereby maximizing on balance sheet liquidity.
Short-term borrowings are discussed in Note 7 and long-term borrowings are discussed in Note 8 in the Consolidated Financial Statements included in this report.
The Company has federal funds lines of credit established with correspondent banks in the amount of $110.0 million and has access to the Federal Reserve Bank of Richmond's discount window. There were no amounts outstanding under these facilities at June 30, 2023 or December 31, 2022.
The Company has a relationship with IntraFi Network, allowing the Company to provide deposit customers with access to aggregate FDIC insurance in amounts exceeding $250 thousand. This gives the Company the ability, as and when needed, to attract and retain large deposits from insurance conscious customers. With IntraFi, the Company has the option to keep deposits on balance sheet or sell them to other members of the network. Additionally, subject to certain limits, the Bank can use IntraFi to purchase cost-effective funding without collateralization and in lieu of generating funds through traditional brokered CDs or the FHLB. In this manner, IntraFi can provide the Company with another funding option. Thus, it serves as a deposit-gathering tool and an additional liquidity management tool. Under the Economic Growth, Regulatory Relief, and Consumer Protection Act, a well-capitalized bank with a CAMELS rating of 1 or 2 may hold reciprocal deposits up to the lesser of 20% of its total liabilities or $5 billion without those deposits being treated as brokered deposits. The Company had $90.4 million deposits through IntraFi's program as of June 30, 2023 and none at December 31, 2022.
Off-Balance Sheet Activities
The Company enters into certain financial transactions in the ordinary course of performing traditional banking services that result in off-balance sheet transactions. Other than subsidiaries to issue trust preferred securities, the Company does not have any off-balance sheet subsidiaries. Off-balance sheet transactions at June 30, 2023 and at December 31, 2022 were as follows (dollars in thousands):
| June 30, 2023 | December 31, 2022 | |||||||
| Commitments to extend credit |
$ | 610,454 | $ | 635,851 | ||||
| Standby letters of credit |
12,440 | 12,897 | ||||||
| Mortgage loan rate-lock commitments |
5,882 | 1,920 | ||||||
Commitments to extend credit to customers represent legally binding agreements with fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being funded, the total commitment amounts do not necessarily represent future funding requirements. Standby letters of credit are conditional commitments issued by the Company guaranteeing the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk Management
Effectively managing market risk is essential to achieving the Company's financial objectives. Market risk reflects the risk of economic loss resulting from changes in interest rates and market prices. The Company is generally not subject to currency exchange risk or commodity price risk. The Company's primary market risk exposure is interest rate risk; however, market risk also includes liquidity risk. Both are discussed in the following sections.
Interest Rate Risk Management
Interest rate risk and its impact on net interest income is a primary market risk exposure. The Company manages its exposure to fluctuations in interest rates through policies approved by the ALCO and Board of Directors, both of which receive and review periodic reports of the Company's interest rate risk position.
The Company uses computer simulation analysis to measure the sensitivity of projected earnings to changes in interest rates. Simulation takes into account current balance sheet volumes and the scheduled repricing dates, instrument level optionality, and maturities of assets and liabilities. It incorporates numerous assumptions including growth, changes in the mix of assets and liabilities, prepayments, and average rates earned and paid. Based on this information, management uses the model to project net interest income under multiple interest rate scenarios.
A balance sheet is considered asset sensitive when its earning assets (loans and securities) reprice faster or to a greater extent than its liabilities (deposits and borrowings). An asset sensitive balance sheet will produce relatively more net interest income when interest rates rise and less net interest income when they decline. Based on the Company's simulation analysis, management believes the Company's interest sensitivity position at June 30, 2023 is asset sensitive. Management makes no predictions on the direction or magnitude of future rates and seeks to maintain a relatively neutral interest rate risk profile to minimize the exposure to higher or lower market rates.
Earnings Simulation
The following table shows the estimated impact of changes in interest rates on net interest income as of June 30, 2023 (dollars in thousands), assuming instantaneous and parallel changes in interest rates, and expected levels of assets and liabilities. Net interest income for the following twelve months is projected to increase when interest rates are higher than current rates.
| Estimated Changes in Net Interest Income |
| June 30, 2023 |
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| Change in Net Interest Income | ||||||||
| Change in interest rates |
Amount |
Percent |
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| Up 4.00% |
$ | 2,597 | 3.0 | % | ||||
| Up 3.00% |
1,910 | 2.2 | ||||||
| Up 2.00% |
1,267 | 1.5 | ||||||
| Up 1.00% |
614 | 0.7 | ||||||
| Flat |
— | — | ||||||
| Down 1.00% |
(1,502 | ) | (1.7 | ) | ||||
| Down 2.00% |
(3,955 | ) | (4.6 | ) | ||||
| Down 3.00% |
(7,423 | ) | (8.6 | ) | ||||
| Down 4.00% |
(10,473 | ) | (12.1 | ) | ||||
Management cannot predict future interest rates or their exact effect on net interest income. Computations of future effects of hypothetical interest rate changes are based on numerous assumptions and should not be relied upon as indicative of actual results. Certain limitations are inherent in such computations. Assets and liabilities may react differently than projected to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag changes in market interest rates. Interest rate shifts may not be parallel.
Any changes in interest rates can cause substantial changes in the amount of prepayments of loans and mortgage-backed securities, which may in turn affect the Company's interest rate sensitivity position. Additionally, credit risk may rise if an interest rate increase adversely affects the ability of borrowers to service their debt. Decrease in yields due to the current rate environment have been projected in the model simulation.
Economic Value Simulation
Economic value simulation is used to calculate the estimated fair value of assets and liabilities over different interest rate environments. Economic values are calculated based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate environments is an indication of the longer-term earnings capability of the balance sheet. The same assumptions are used in the economic value simulation as in the earnings simulation. The economic value simulation uses instantaneous rate shocks to the balance sheet.
The following table reflects the estimated change in net economic value over different rate environments using economic value simulation for the balances at the quarterly period ended June 30, 2023 (dollars in thousands):
| Estimated Changes in Economic Value of Equity |
| June 30, 2023 |
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| Change in interest rates |
Amount |
$ Change |
% Change |
|||||||||
| Up 4.00% |
$ | 376,151 | $ | 4,822 | 1.3 | % | ||||||
| Up 3.00% |
388,312 | 16,983 | 4.6 | |||||||||
| Up 2.00% |
394,981 | 23,652 | 6.4 | |||||||||
| Up 1.00% |
390,546 | 19,217 | 5.2 | |||||||||
| Flat |
371,329 | — | — | |||||||||
| Down 1.00% |
339,591 | (31,738 | ) | (8.5 | ) | |||||||
| Down 2.00% |
283,897 | (87,432 | ) | (23.5 | ) | |||||||
| Down 3.00% |
208,194 | (163,135 | ) | (43.9 | ) | |||||||
| Down 4.00% |
119,520 | (251,809 | ) | (67.8 | ) | |||||||
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of June 30, 2023. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective, as of such date, to ensure that the information required to be disclosed by the Company in the 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.
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
The nature of the business of the Company ordinarily results in a certain amount of litigation. The Company is involved in various legal proceedings, all of which are considered incidental to the normal conduct of business. Management believes that these proceedings will not have a material adverse effect on the consolidated financial position or consolidated results of operations of the Company.
In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factors represent material updates and additions to the risk factors previously disclosed in the Company's Annual Report on Form 10- K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 14, 2023. Additional risks not presently known, or that are currently deemed immaterial, may also adversely affect the Company's business, financial condition or results of operations.
Combining Atlantic Union and the Company may be more difficult, costly or time-consuming than expected.
The success of the merger will depend, in part, on Atlantic Union's ability to realize the anticipated benefits and cost savings from combining the businesses of Atlantic Union and the Company and to combine the businesses of Atlantic Union and the Company in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of the Company or decreasing revenues due to loss of customers. If the parties are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.
Atlantic Union and the Company have operated, and, until the completion of the merger, will continue to operate, independently. To realize the full extent of the anticipated benefits of the merger, after the completion of the merger, Atlantic Union expects to integrate the Company's business into its own. The integration process in the merger could result in the loss of key employees, the disruption of each party's ongoing business, inconsistencies in standards, controls, procedures and policies that affect adversely either party's ability to maintain relationships with customers and employees or achieve the anticipated benefits of the merger. The loss of key employees could adversely affect Atlantic Union's ability to successfully conduct its business in the markets in which the Company now operates, which could have an adverse effect on Atlantic Union's financial results and the value of its common stock. If Atlantic Union experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be disruptions that cause Atlantic Union and the Company to lose customers or cause customers to withdraw their deposits from the Company's or Atlantic Union's banking subsidiaries, or other unintended consequences that could have a material adverse effect on Atlantic Union's or the Company's results of operations or financial condition after the merger. These integration matters could have an adverse effect on the Company during this transition period and on the combined company for an undetermined period after consummation of the merger.
Because the exchange ratio is fixed and the market price of Atlantic Union common stock will fluctuate, the value of the consideration to be received by the Company's shareholders in the merger may change.
Pursuant to the merger agreement, upon completion of the merger, each share of the Company's common stock, except for certain shares of the Company's common stock owned by the Company or Atlantic Union, that is issued and outstanding immediately prior to the effective time of the merger will be converted automatically into the right to receive 1.35 shares of common stock of Atlantic Union. The closing price of Atlantic Union common stock on the date that the merger is completed may vary from the closing price of Atlantic Union common stock on the date the Company and Atlantic Union announced the signing of the merger agreement. Because the merger consideration is determined by a fixed exchange ratio, the Company's shareholders will not know or be able to calculate the exact value of the shares of Atlantic Union common stock they will receive until completion of the merger. Any change in the market price of Atlantic Union common stock prior to completion of the merger will affect the value of the merger consideration that the Company's shareholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the companies' respective businesses, operations and prospects, changes in estimates or recommendations by securities analysis or ratings agencies, and regulatory considerations, among other things. Many of these factors are beyond the control of the Company and Atlantic Union.
The merger may distract management of the Company from its other responsibilities.
The merger could cause the management of the Company to focus its time and energies on matters related to the merger that otherwise would be directed to its business and operations. Any such distraction on the part of the Company's management, if significant, could affect its ability to service existing business and develop new business and may adversely affect the business and earnings of the Company before the merger, or the business and earnings of the combined company after the merger.
Termination of the merger agreement with Atlantic Union could negatively impact the Company.
Each of the Company's and Atlantic Union's obligation to consummate the merger remains subject to a number of conditions which must be fulfilled to consummate the merger, and there can be no assurance that all of the conditions will be satisfied, or that the merger will be completed on the proposed terms, within the expected timeframe, or at all. Any delay in completing the merger could cause the Company not to realize some or all of the benefits that the Company expects to achieve if the merger is successfully completed within its expected timeframe. If the merger agreement is terminated, the Company's business may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of the Company's common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be beneficial and will be completed. Atlantic Union and/or the Company may be subject to litigation related to any failure to complete the merger or to proceedings commenced against either company to perform obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by the Company's board of directors, the Company may be required to pay to Atlantic Union a termination fee of approximately $17.2 million.
In addition, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, the Company would have to recognize these expenses and would have committed substantial time and resources by management, without realizing the expected benefits of the merger. In addition, failure to consummate the merger also may result in negative reactions from the financial markets or from the Company's customers, vendors and employees.
The merger agreement with Atlantic Union limits the ability of the Company to pursue alternatives to the merger.
The merger agreement contains customary "no-shop" provisions that, subject to limited exceptions, limit the ability of the Company to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of the Company. In addition, under certain circumstances, if the merger agreement is terminated and the Company consummates a similar transaction with a party other than Atlantic Union, the Company must pay to Atlantic Union a fee of approximately $17.2 million. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company from considering or proposing the acquisition even if it were prepared to pay consideration, with respect to the Company, with a higher per share market price than that proposed in the merger.
The Company will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effects of the merger on employees and customers may have an adverse effect on the Company. These uncertainties may impair the Company's ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with the Company to seek to change existing business relationships with the Company. Retention of certain employees by the Company may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the Company or the combined company following the merger. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Company or the combined company following the merger, the Company's business, or the business of the combined company following the merger, could be harmed. In addition, the Company has agreed to operate its business in the ordinary course prior to the closing of the merger and from taking certain specified actions without the consent of Atlantic Union. These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the merger.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, or cannot be met.
Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from bank regulatory authorities, including the Federal Reserve. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to an adverse development in either party's regulatory standing or in any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.
The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company's business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The completion of the merger is conditioned on the receipt of the requisite regulatory approvals without the imposition of any materially financially burdensome regulatory condition and the expiration of all statutory waiting periods. Additionally, the completion of the merger is conditioned on the absence of certain laws, orders, injunctions or decrees issued by any court or governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement.
If the consummation of the merger is delayed, including by a delay in receipt of necessary regulatory approvals, the Company's business, financial condition and results of operations may be adversely affected.
Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the Company's business, financial condition and results of operations.
Shareholders of the Company and/or Atlantic Union may file lawsuits against the Company, Atlantic Union and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no law, order, injunction or decree issued by any court or governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting the Company or Atlantic Union from completing the merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to the Company, including any cost associated with the indemnification of the Company's directors and officers. The Company may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Shareholder lawsuits may divert management attention from management of each company's business or operations. Such litigation could have an adverse effect on the Company's business, financial condition and results of operations and could prevent or delay the completion of the merger.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Sales of Unregistered Securities - None
(b) Use of Proceeds - Not applicable
(c) Issuer Purchases of Securities
Stock Repurchase Program
The Company has an approved one year stock repurchase plan that authorizes the repurchase of up to $10 million of the Company's common stock through December 31, 2023. Repurchases may be made through open market purchases or in privately negotiated transactions, and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The actual timing, number, and value of shares repurchased under the program will be determined by management.
Shares of the Company's common stock were repurchased during the three months ended June 30, 2023 as detailed below. Under the stock repurchase program, the Company has the remaining authority to repurchase up to $9.0 million of the Company's common stock as of June 30, 2023.
| Period Beginning on First Day of Month Ended |
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs (in 000's) |
||||||||||||
| April 30, 2023 |
— | $ | — | — | $ | — | ||||||||||
| May 31, 2023 |
13,688 | 26.99 | 13,688 | 8,957 | ||||||||||||
| June 30, 2023 |
— | — | — | - | ||||||||||||
| Total |
13,688 | $ | 26.99 | 13,688 | $ | 8,957 | ||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
(a) Required 8-K disclosures
None
(b) Changes in Nominating Process
None
| 2.1 | Agreement and Plan of Merger by and between Atlantic Union Bankshares Corporation and American National Bankshares Inc., dated July 24, 2023 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on July 25, 2023).* |
| 31.1 |
Section 302 Certification of Jeffrey V. Haley, President and Chief Executive Officer. |
| 31.2 |
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| 32.1 |
Section 906 Certification of Jeffrey V. Haley, President and Chief Executive Officer. |
| 32.2 |
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| 101 |
Interactive data files formatted in Inline eXtensible Business Reporting Language for the quarter ended June 30, 2023 pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Consolidated Statements of Changes in Shareholders' Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited). |
| 104 | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline eXtensible Business Reporting Language (included with Exhibit 101). |
* Riders and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
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.
| AMERICAN NATIONAL BANKSHARES INC. |
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/s/ Jeffrey V. Haley |
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Jeffrey V. Haley |
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President and Chief Executive Officer |
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(principal executive officer) |
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/s/ Jeffrey W. Farrar |
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Jeffrey W. Farrar |
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Senior Executive Vice President, |
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Chief Operating Officer and |
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Chief Financial Officer |
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/s/ Cathy W. Liles |
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Cathy W. Liles |
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Senior Vice President and |
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Chief Accounting Officer |
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