FIRST BANCORP /NC/ 10-K

Item 8. Financial Statements and Supplementary Data First Bancorp and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020 ($ in thousands) 2021 2020 Assets Cash and due from banks, noninterest-bearing $ 128,228 93,724 Due from banks, interest-bearing 332,934 273,566 Total cash and cash equivalents 461,162 367,290 Securities available for sale 2,630,414 1,453,132 Securities held to maturity (fair values of $ 511,699 in 2021 and $ 170,734 in 2020) 513,825 167,551 Presold mortgages in process of settlement 19,257 42,271 SBA and other loans held for sale 61,003 6,077 Loans 6,081,715 4,731,315 Allowance for credit losses on loans ( 78,789 ) ( 52,388 ) Net loans 6,002,926 4,678,927 Premises and equipment 136,092 120,502 Operating right-of-use lease assets 20,719 17,514 Accrued interest receivable 25,896 20,272 Goodwill 364,263 239,272 Other intangible assets 17,827 15,366 Foreclosed properties 3,071 2,424 Bank-owned life insurance 165,786 106,974 Other assets 86,660 52,179 Total assets $ 10,508,901 7,289,751 Liabilities Deposits: Noninterest-bearing checking accounts $ 3,348,622 2,210,012 Interest-bearing checking accounts 1,593,231 1,172,022 Money market accounts 2,562,283 1,581,364 Savings accounts 708,054 519,266 Time deposits of $100,000 or more 613,414 564,365 Other time deposits 299,025 226,567 Total deposits 9,124,629 6,273,596 Borrowings 67,386 61,829 Accrued interest payable 607 904 Operating lease liabilities 21,192 17,868 Other liabilities 64,512 42,133 Total liabilities 9,278,326 6,396,330 Commitments and contingencies (see Note 12) Shareholders’ Equity Preferred stock, no par value per share. Authorized: 5,000,000 shares Issued & outstanding: none in 2021 and 2020 — — Common stock, no par value per share. Authorized: 40,000,000 shares Issued & outstanding: 35,629,177 shares in 2021 and 28,579,335 shares in 2020 722,671 400,582 Retained earnings 532,874 478,489 Stock in rabbi trust assumed in acquisition ( 1,803 ) ( 2,243 ) Rabbi trust obligation 1,803 2,243 Accumulated other comprehensive (loss) income ( 24,970 ) 14,350 Total shareholders’ equity 1,230,575 893,421 Total liabilities and shareholders’ equity $ 10,508,901 7,289,751 See accompanying notes to consolidated financial statements. 62 Table of Contents First Bancorp and Subsidiaries Consolidated Statements of Income Years Ended December 31, 2021, 2020 and 2019 ($ in thousands, except per share data) 2021 2020 2019 Interest Income Interest and fees on loans $ 219,013 213,099 220,784 Interest on investment securities: Taxable interest income 32,076 20,429 19,881 Tax-exempt interest income 2,402 725 1,007 Other, principally overnight investments 2,427 3,431 8,435 Total interest income 255,918 237,684 250,107 Interest Expense Savings, checking and money market accounts 4,520 6,551 9,551 Time deposits of $100,000 or more 2,549 8,215 13,598 Other time deposits 812 1,535 1,901 Borrowings 1,642 3,261 8,853 Total interest expense 9,523 19,562 33,903 Net interest income 246,395 218,122 216,204 Provision for loan losses 9,611 35,039 2,263 Provision for unfunded commitments 5,420 — — Total provision for credit losses 15,031 35,039 2,263 Net interest income after provision for credit losses 231,364 183,083 213,941 Noninterest Income Service charges on deposit accounts 12,317 11,098 12,970 Other service charges, commissions and fees 25,516 20,097 19,481 Fees from presold mortgage loans 10,975 14,183 3,944 Commissions from sales of insurance and financial products 6,947 8,848 8,495 SBA consulting fees 7,231 8,644 3,872 SBA loan sale gains 7,329 7,973 8,275 Bank-owned life insurance income 2,885 2,533 2,564 Securities (losses) gains, net ( 1,237 ) 8,024 97 Other gains (losses), net 1,648 ( 54 ) ( 169 ) Total noninterest income 73,611 81,346 59,529 Noninterest Expense Salaries 86,815 84,941 79,129 Employee benefits 16,434 16,027 16,844 Total personnel expense 103,249 100,968 95,973 Occupancy expense 11,528 11,278 11,122 Equipment related expenses 4,492 4,285 5,023 Merger and acquisition expenses 16,845 — 192 Intangibles amortization 3,531 3,956 4,858 Foreclosed property losses, net 24 547 939 Other operating expenses 44,987 40,264 39,087 Total noninterest expense 184,656 161,298 157,194 Income before income taxes 120,319 103,131 116,276 Income tax expense 24,675 21,654 24,230 Net income $ 95,644 81,477 92,046 Earnings per common share: Basic $ 3.19 2.81 3.10 Earnings per common share: Diluted 3.19 2.81 3.10 Dividends declared per common share $ 0.80 0.72 0.54 Weighted average common shares outstanding: Basic 29,876,151 28,839,866 29,547,851 Diluted 30,027,785 28,981,567 29,720,499 See accompanying notes to consolidated financial statements. 63 Table of Contents First Bancorp and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31, 2021, 2020 and 2019 ($ in thousands) 2021 2020 2019 Net income $ 95,644 81,477 92,046 Other comprehensive (loss) income: Unrealized (losses) gains on securities available for sale: Unrealized holding (losses) gains arising during the period, pretax ( 53,752 ) 18,729 22,230 Tax benefit (expense) 12,352 ( 4,304 ) ( 5,157 ) Reclassification to realized losses (gains) 1,237 ( 8,024 ) ( 97 ) Tax (benefit) expense ( 284 ) 1,844 22 Postretirement plans: Net gain (loss) arising during period 872 589 ( 686 ) Tax (expense) benefit ( 201 ) ( 135 ) 158 Amortization of unrecognized net actuarial loss 592 686 814 Tax benefit ( 136 ) ( 158 ) ( 200 ) Other comprehensive (loss) income ( 39,320 ) 9,227 17,084 Comprehensive income $ 56,324 90,704 109,130 See accompanying notes to consolidated financial statements. 64 Table of Contents First Bancorp and Subsidiaries Consolidated Statements of Shareholders’ Equity Years Ended December 31, 2021, 2020 and 2019 ($ in thousands, except per share data) Common Stock Retained Earnings Stock in rabbi trust assumed in acquisition Rabbi trust obligation Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Shares Amount Balances, January 1, 2019 29,725 $ 434,453 341,738 ( 3,235 ) 3,235 ( 11,961 ) 764,230 Net income 92,046 92,046 Cash dividends declared ($ 0.54 per common share) ( 16,020 ) ( 16,020 ) Change in Rabbi Trust Obligation 648 ( 648 ) — Equity issued related to acquisition earn-out 78 3,070 3,070 Stock repurchases ( 282 ) ( 10,000 ) ( 10,000 ) Stock option exercises 9 129 129 Stock withheld for payment of taxes ( 20 ) ( 702 ) ( 702 ) Stock-based compensation 91 2,564 2,564 Other comprehensive loss 17,084 17,084 Balances, December 31, 2019 29,601 429,514 417,764 ( 2,587 ) 2,587 5,123 852,401 Net income 81,477 81,477 Cash dividends declared ($ 0.72 per common share) ( 20,752 ) ( 20,752 ) Change in Rabbi Trust Obligation 344 ( 344 ) — Equity issued related to acquisition earn-out 24 494 494 Stock repurchases ( 1,117 ) ( 31,868 ) ( 31,868 ) Stock withheld for payment of taxes ( 11 ) ( 307 ) ( 307 ) Stock-based compensation 82 2,749 2,749 Other comprehensive income 9,227 9,227 Balances, December 31, 2020 28,579 400,582 478,489 ( 2,243 ) 2,243 14,350 893,421 Adoption of new accounting standard ( 17,051 ) ( 17,051 ) Net income 95,644 95,644 Cash dividends declared ($ 0.80 per common share) ( 24,208 ) ( 24,208 ) Change in Rabbi Trust Obligation 440 ( 440 ) — Equity issued pursuant to acquisition 7,070 324,389 324,389 Stock repurchases ( 107 ) ( 4,036 ) ( 4,036 ) Stock withheld for payment of taxes ( 18 ) ( 786 ) ( 786 ) Stock-based compensation 105 2,522 2,522 Other comprehensive income ( 39,320 ) ( 39,320 ) Balances, December 31, 2021 35,629 $ 722,671 532,874 ( 1,803 ) 1,803 ( 24,970 ) 1,230,575 See accompanying notes to consolidated financial statements. 65 Table of Contents First Bancorp and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2021, 2020 and 2019 ($ in thousands) 2021 2020 2019 Cash Flows From Operating Activities Net income $ 95,644 81,477 92,046 Reconciliation of net income to net cash provided by operating activities: Provision for credit losses 15,031 35,039 2,263 Deferred tax expense (benefit) ( 4,800 ) ( 10,007 ) 1,588 Net security premium amortization 14,058 5,019 2,653 Loan discount accretion ( 8,814 ) ( 6,328 ) ( 5,974 ) Other purchase accounting accretion and amortization, net ( 47 ) 81 ( 9 ) Foreclosed property losses and write-downs, net 24 547 939 Losses (gains) on securities available for sale 1,237 ( 8,024 ) ( 97 ) Other (gains) losses ( 1,648 ) 54 169 Bank-owned life insurance income ( 2,885 ) ( 2,533 ) ( 2,564 ) (Decrease) increase in net deferred loan fees ( 1,994 ) 5,639 ( 642 ) Depreciation of premises and equipment 6,187 5,838 5,836 Amortization of operating lease right-of-use assets 1,937 2,012 1,857 Repayments of lease obligations ( 1,814 ) ( 1,844 ) ( 1,669 ) Stock-based compensation expense 2,268 2,540 2,270 Amortization of intangible assets 3,531 3,956 4,858 Amortization of SBA servicing assets 2,272 1,795 1,340 Fees/gains from sales of presold mortgages and SBA loans ( 18,304 ) ( 22,156 ) ( 12,219 ) Originations of presold mortgage loans in process of settlement ( 326,019 ) ( 418,394 ) ( 173,705 ) Proceeds from sales of presold mortgage loans in process of settlement 359,300 410,898 162,476 Origination of SBA loans for sale ( 88,304 ) ( 147,934 ) ( 150,677 ) Proceeds from sales of SBA loans 79,125 115,460 124,527 Increase in accrued interest receivable ( 773 ) ( 3,624 ) ( 644 ) Decrease (increase) in other assets 13,978 ( 991 ) ( 3,171 ) (Decrease) increase in accrued interest payable ( 683 ) ( 1,250 ) 178 (Decrease) increase in other liabilities 394 9,805 ( 391 ) Net cash provided by operating activities 138,901 57,075 51,238 Cash Flows From Investing Activities Purchases of securities available for sale ( 1,572,355 ) ( 1,060,054 ) ( 498,891 ) Purchases of securities held to maturity ( 271,169 ) ( 133,611 ) — Proceeds from maturities/issuer calls of securities available for sale 358,259 223,842 158,920 Proceeds from maturities/issuer calls of securities held to maturity 13,642 33,030 32,461 Proceeds from sales of securities available for sale 106,484 219,697 39,797 Redemptions of FRB and FHLB stock 2,043 9,851 4,088 Purchases of bank owned life insurance ( 25,000 ) — — Net increase in loans ( 97,559 ) ( 233,788 ) ( 165,203 ) Proceeds from sales of foreclosed properties 3,995 2,485 5,877 Purchases of premises and equipment ( 9,402 ) ( 12,363 ) ( 3,534 ) Proceeds from sales of premises and equipment 313 189 1,799 Net cash received (paid) in acquisition activities 208,992 ( 9,559 ) — Net cash received in disposition activities 11,314 — — Net cash used by investing activities ( 1,270,443 ) ( 960,281 ) ( 424,686 ) Cash Flows From Financing Activities Net increase in deposits 1,258,193 1,342,340 272,206 Net decrease in short-term borrowings — ( 198,000 ) ( 55,000 ) Proceeds from long-term borrowings — 150,000 — Payments on long-term borrowings ( 5,729 ) ( 202,035 ) ( 51,119 ) Cash dividends paid – common stock ( 22,228 ) ( 20,936 ) ( 13,662 ) Repurchases of common stock ( 4,036 ) ( 31,868 ) ( 10,000 ) Proceeds from stock option exercises — — 129 Payment of taxes related to stock withheld ( 786 ) ( 307 ) ( 702 ) Net cash provided by financing activities 1,225,414 1,039,194 141,852 Increase (decrease) in Cash and Cash Equivalents 93,872 135,988 ( 231,596 ) Cash and Cash Equivalents, Beginning of Year 367,290 231,302 462,898 Cash and Cash Equivalents, End of Year $ 461,162 367,290 231,302 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for interest 10,206 20,812 33,725 Cash paid during the period for income taxes 32,506 29,604 24,336 Non-cash: Foreclosed loans transferred to foreclosed real estate 2,285 1,583 3,249 Non-cash: Unrealized (loss) gain on securities available for sale, net of taxes ( 41,400 ) 14,425 17,073 Non-cash: Accrued dividends at period end 7,125 5,144 5,328 Non-cash: Initial recognition of operating lease right-of-use assets and liabilities 2,191 253 19,406 Non-cash: Derecognition of intangible assets related to sale of insurance operations ( 10,229 ) — — Acquisition of Select Bancorp, Inc. See Note 2 — — See accompanying notes to consolidated financial statements. 66 Table of Contents First Bancorp and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 Note 1. Summary of Significant Accounting Policies Basis of Presentation - The consolidated financial statements include the accounts of First Bancorp (the “Company”) and its wholly owned subsidiary First Bank (the “Bank”). The Bank has three wholly owned subsidiaries that are fully consolidated, SBA Complete, Inc. (“SBA Complete”), Magnolia Financial, Inc. ("Magnolia Financial"), and First Troy SPE, LLC. All significant intercompany accounts and transactions have been eliminated. Subsequent events have been evaluated through the date of filing this Annual Report Form 10-K. The Company is a bank holding company. The principal activity of the Company is the ownership and operation of the Bank, a state chartered bank with its main office in Southern Pines, North Carolina. The Company is also the parent company for a series of statutory trusts that were formed at various times since 2002 for the purpose of issuing trust preferred debt securities. The trusts are not consolidated for financial reporting purposes; however, notes issued by the Company to the trusts in return for the proceeds from the issuance of the trust preferred securities are included in the consolidated financial statements and have terms that are substantially the same as the corresponding trust preferred securities. The trust preferred securities qualify as capital for regulatory capital adequacy requirements. SBA Complete specializes in providing consulting services for financial institutions across the country related to Small Business Administration (“SBA”) loan origination and servicing. Magnolia Financial is a business financing company that makes loans throughout the southeastern United States. First Troy SPE, LLC was formed in order to hold and dispose of certain real estate foreclosed upon by the Bank. The preparation of financial statements in conformity with generally accepted accounting principles 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 liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates made by the Company in the preparation of its consolidated financial statements are the determination of the allowance for credit losses on loans, the allowance for credit losses on unfunded commitments, the accounting and impairment testing related to intangible assets, and the fair value and discount accretion of acquired loans. Operating, Accounting and Reporting Considerations related to COVID-19 - The coronavirus ("COVID-19") pandemic that emerged in March 2020 negatively impacted the local, national, and global economy, disrupted global supply chains, caused business closures, increased unemployment levels, and created significant volatility and disruption in financial markets. In response to the hardships arising from the pandemic, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed by the President of the United States. Certain provisions within the CARES Act encouraged financial institutions to practice prudent efforts to work with borrowers impacted by COVID-19. Under these provisions, which the Company applied, loan modifications deemed to be COVID-19-related are not considered a troubled debt restructuring (“TDR”) if the loan was not more than 30 days past due as of December 31, 2019 and the deferral was executed between March 1, 2020 and the earlier of 60 days after the date of termination of the COVID-19 national emergency or December 31, 2020. This CARES Act provision was subsequently extended to January 1, 2022. The banking regulators issued similar guidance, which also clarified that a COVID-19-related modification would not meet the requirements under GAAP to be a TDR if the borrower was current on payments at the time the underlying loan modification program was implemented and if the modification is considered to be short-term. During 2020, the Company generally offered impacted borrowers loan payment deferrals of 90 days in duration, with a deferral renewal if requested. As of December 31, 2020, the Company had payment deferrals of $ 16.6 million, and at December 31, 2021 the Company had no loans deferred under this CARES Act provision. Additionally, the Company participated in the SBA's Paycheck Protection Program ("PPP") under the CARES Act. The Company originated $ 247.5 million in PPP loans during the second quarter of 2020. In December 2020, the Bipartisan-Bicameral Omnibus COVID Relief Deal, included, among other things, additional stimulus payments for individuals under certain income thresholds and small business relief, which included additional funds for PPP loans. As a result, in early 2021, the Company originated an additional $ 113.1 million in PPP loans. Beginning in the second quarter of 2020, the Company began accepting and transmitting PPP loan forgiveness documentation. 67 Table of Contents This forgiveness process continued during 2021, and as a result, the Company's remaining PPP loans amounted to only $ 39.0 million at December 31, 2021. The economies of our market areas generally improved during 2021 as they recovered from the pandemic. However, the ongoing impact on the Company of the continuing pandemic, including infection rate spikes and new strains of COVID-19 is uncertain. The extent to which the COVID-19 pandemic and its variants have a further impact on our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Business Combinations – The Company accounts for business combinations using the acquisition method of accounting. The accounts of an acquired entity are included as of the date of acquisition, and any excess of purchase price over the fair value of the net assets acquired is capitalized as goodwill. Under this method, all identifiable assets acquired, including purchased loans, and liabilities assumed are recorded at fair value. The Company typically issues common stock and/or pays cash for an acquisition, depending on the terms of the acquisition agreement. The value of common shares issued is determined based on the market price of the stock as of the closing of the acquisition. Cash and Cash Equivalents - The Company considers all highly liquid assets with original maturities of 90 days or less, such as cash on hand, noninterest-bearing and interest-bearing amounts due from banks and federal funds sold, to be “cash equivalents.” Securities - Debt securities that the Company has the positive intent and ability to hold to maturity are classified as “held to maturity” ("HTM") and carried at amortized cost. Debt securities not classified as held to maturity are classified as “available for sale” ("AFS") and carried at fair value, with unrealized holding gains and losses being reported as other comprehensive income or loss and reported as a separate component of shareholders’ equity. Interest income includes amortization of purchase premiums or discounts. Premiums and discounts are generally amortized into income on a level yield basis, with premiums being amortized to the earliest call date and discounts being accreted to the stated maturity date. Gains and losses on sales of securities are recognized at the time of sale based upon the specific identification method. A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on nonaccrual is reversed against interest income. Allowance for Credit Losses ("ACL") - Securities Held to Maturity - Since its adoption of Accounting Standards Codification 326 ("CECL"), the Company measures expected credit losses on HTM debt securities on an individual security basis. Accrued interest receivable on HTM debt securities totaled $ 3.7 million at December 31, 2021 and was excluded from the estimate of credit losses. The estimate of expected credit losses is primarily based on the ratings assigned to the securities by debt rating agencies and the average of the annual historical loss rates associated with those ratings. The Company then multiplies those loss rates, as adjusted for any modifications to reflect current conditions and reasonable and supportable forecasts as considered necessary, by the remaining lives of each individual security to arrive at a lifetime expected loss amount. Virtually all of the mortgage-backed securities held by the Company are issued by government-sponsored enterprises. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Substantially all of the state and local government securities held by the Company are highly rated by major rating agencies. As a result, there was no ACL on HTM securities at December 31, 2021. Allowance for Credit Losses - Securities Available for Sale - For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income with the establishment of an allowance under CECL compared to a direct write down of the security under previously applicable accounting 68 Table of Contents standard ASC 310-30 ("Incurred Loss"). For debt securities AFS that do not meet the aforementioned criteria, the Company evaluates whether any decline in fair value is due to credit loss factors. In making this assessment, management considers any changes to the rating of the security by a rating agency and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the ACL under CECL are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. At December 31, 2021, there was no ACL related to the AFS portfolio. Accrued interest receivable on available for sale debt securities totaled $ 5.0 million at December 31, 2021 and was excluded from the estimate of credit losses. Presold Mortgages in Process of Settlement - As a part of normal business operations, the Company originates residential mortgage loans that have been pre-approved by secondary investors to be sold on a best efforts basis. The terms of the loans are set by the secondary investors, and the purchase price that the investor will pay for the loan is agreed to prior to the funding of the loan by the Company. Generally within three weeks after funding, the loans are transferred to the investor in accordance with the agreed-upon terms. The Company records gains from the sale of these loans on the settlement date of the sale equal to the difference between the proceeds received and the carrying amount of the loan. Additionally, the Company records gains for loans in the process of closing, based on the changes in fair value of the loans and related commitments. Between the initial funding of the loans by the Company and the subsequent reimbursement by the investors, the Company carries the loans on its balance sheet at fair value. SBA and Other Loans Held for Sale - SBA loans included in this line item represent the guaranteed portion of SBA loans that the Company intends to sell in the near future. These loans are carried at the lower of cost or market as determined on an individual loan basis. There were $ 9.6 million and $ 6.1 million in SBA loans held for sale at December 31, 2021 and 2020, respectively. At December 31, 2021, this line item also included two pools of loans assumed in the Company's acquisition of Select Bancorp, Inc. that the Company determined did not align with its strategy or were not in our markets and were thus designated for sale. These loans amounted to $ 51.4 million at December 31, 2021 and were carried at the lower of cost or market at the aggregate level for each pool. See Note 2 for additional discussion of the valuation of these loan pools and Note 22 for disclosure of their disposition. Loans - Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred fees and costs. Accrued interest receivable related to these loans totaled $ 17.2 million at December 31, 2021 and was reported in accrued interest receivable on the consolidated balance sheets. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using methods that approximate a level yield without anticipating prepayments. The accrual of interest is generally discontinued when a loan becomes 90 days past due and is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. A loan is considered to be past due when a scheduled payment has not been received 30 days after the contractual due date. All accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and future payments are reasonably assured. Purchased Credit Deteriorated ("PCD") Loans - Subsequent to the Company's adoption of CECL on January 1, 2021, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit 69 Table of Contents quality since origination are considered PCD loans. In determining whether an acquired loan is a PCD loan, the Company considers internal loan grades, delinquency status, and other relevant factors. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial ACL is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial ACL is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. Subsequent to initial recognition, PCD loans are subject to the same interest income recognition and impairment model as non-PCD loans, with changes to the ACL recorded through provision expense. All loans and leases considered to be purchased credit impaired ("PCI") prior to January 1, 2021 under prior accounting guidance were converted to PCD on that date. Allowance for Credit Losses - Loans - The ACL on loans 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. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Estimated recoveries are considered for post-CECL adoption date charge-offs to the extent that they do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable totaling $ 17.2 million at December 31, 2021 was excluded from the estimate of credit losses. The ACL is measured on a collective pool basis when similar risk characteristics exist. Loans with similar risk characteristics are grouped into homogenous segments, or pools, for analysis. The Discounted Cash Flow (“DCF”) method is utilized for substantially all pools, with discounted cash flows computed for each loan in a pool based on its individual characteristics (e.g. maturity date, payment amount, interest rate, etc.), and the results are aggregated at the pool level. A probability of default and loss given default, as adjusted for recoveries (as noted above), are applied to the discounted cash flows for each pool, while considering prepayment and principal curtailment effects. The analysis produces a discounted expected cash flow total for each pool, which is then compared to the amortized cost of the pool to arrive at the expected credit loss. In determining the proper level of default rates and loss given default, management has determined that the loss experience of the Company provides the best basis for its assessment of expected credit losses. It therefore utilizes its own historical credit loss experience by each loan segment over an economic cycle, while excluding loss experience from certain acquired institutions (i.e., failed banks). Management considers forward-looking information in estimating expected credit losses. For substantially all segments of collectively evaluated loans, the Company incorporates two or more macroeconomic drivers using a statistical regression modeling methodology. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline forecast and alternative scenarios for the United States economy. The baseline forecast, along with the alternative scenarios, are evaluated by management to determine the best estimate within the range of expected credit losses. The baseline forecast incorporates an equal probability of the United States economy performing better or worse than this projection. With the ongoing pandemic, along with periodic starts and stops to reopening the economy and the impact of government stimulus, the baseline and alternative scenarios have reflected a high degree of volatility in economic forecasts from month-to-month. The Company based its adoption date allowance for credit loss adjustment primarily on the baseline forecast, which reflected ongoing threats to the economy, primarily arising from the pandemic. In reviewing forecasts during 2021, management noted high degrees of volatility in the monthly forecasts. Given the uncertainty that the volatility is indicative of and the inherent imprecision of a forecast accurately projecting economic statistics during these unprecedented times, management elected to base each of the 2021 quarter-end computations of the ACL primarily on an alternative, more negative forecast, that management judged to more appropriately reflect the inherent risks to its loan portfolio. Management has also evaluated the appropriateness of the reasonable and supportable forecast scenarios utilized for each period and has made adjustments as needed. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long-term mean of historical factors over 12 quarters using a straight-line approach. The Company generally utilizes a four-quarter forecast and a 12-quarter reversion period to the long-term average, which is then held static for the remainder of the forecast period. 70 Table of Contents Included in its systematic methodology to determine its ACL on loans, management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e., formulaic model results). Each period the Company considers qualitative factors that are relevant within the qualitative framework that includes the following: 1) changes in lending policies, procedures, and strategies, 2) changes in the nature and volume of the portfolio, 3) staff experience, 4) changes in volume and trends in classified loans, delinquencies, and nonaccrual loans, 5) concentration risk, 6) trends in underlying collateral value, 7) external factors, including competition and legal and regulatory factors, 8) changes in the quality of the Company's loan review system, and 9) economic conditions not already captured. The Company has identified the following portfolio segments and calculates the ACL for each using a DCF methodology at the loan level, with loss rates, prepayment assumptions, and curtailment assumptions driven by each loan’s collateral type: Commercial, financial, and agricultural - Risks to this loan category include industry concentration and the inability to monitor the condition of the collateral which often consists of inventory, accounts receivable, and other non-real estate assets. Equipment and inventory obsolescence can also pose a risk. Declines in general economic conditions and other events can cause cash flows to fall to levels insufficient to service debt. Also included in this category for periods subsequent to March 31, 2020 are PPP loans, which are fully guaranteed by the SBA and thus have minimal risk. Real estate - construction, land development, & other land loans - Risks common to commercial construction loans are cost overruns, changes in market demand for property, inadequate long-term financing arrangements, and declines in real estate values. Residential construction loans are susceptible to those same risks as well as those associated with residential mortgage loans (see below). Changes in market demand for property could lead to longer marketing times resulting in higher carrying costs, declining values, and higher interest rates. Real estate - mortgage - residential (1-4 family) first - Residential mortgage loans are susceptible to weakening general economic conditions and increases in unemployment rates and declining real estate values. Real estate - mortgage - home equity loans / lines of credit - Risks common to home equity loans and lines of credit are general economic conditions, including an increase in unemployment rates and declining real estate values, which reduce or eliminate the borrower’s home equity. Real estate - mortgage - commercial and other - Loans in this category are susceptible to declines in occupancy rates, business failure, and general economic conditions. Also, declines in real estate values and lack of suitable alternative use for the properties are risks for loans in this category. Consumer loans - Risks common to these loans include regulatory risks, unemployment, and changes in local economic conditions as well as the inability to monitor collateral consisting of personal property . When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. When the DCF method is used to determine the ACL, management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a TDR will be executed with an individual borrower or the extension, or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. Troubled Debt Restructurings - A loan for which the terms have been modified resulting in a more than insignificant concession, and for which the borrower is experiencing financial difficulties, is generally considered to be a TDR. The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate is used to discount the expected cash flows, not the rate specified within the restructuring. 71 Table of Contents SBA Loans – Through its SBA Lending Division, the Company offers loans guaranteed by the SBA for the purchase of businesses, business startups, business expansion, equipment, and working capital. All SBA loans are underwritten and documented as prescribed by the SBA. SBA loans are generally fully amortizing and have maturity dates and amortizations of up to 25 years. The portion of SBA loans originated that are guaranteed and intended for sale on the secondary market are classified as held for sale and are carried at the lower of cost or fair value. The Company generally sells the guaranteed portion of the SBA loan as soon as it is eligible to be sold and retains the servicing right. When the guaranteed portion of an SBA loan is sold, the Company allocates the carrying basis of the loan between the guaranteed portion of the loan sold, the unguaranteed portion of the loans retained, and the servicing asset based on their relative fair values. A gain is recorded for the difference between the proceeds received from the sale and the basis allocated to the sold portion. The relative fair value allocation results in a discount that is recorded on the unguaranteed portion of the loan that is retained. The discount is amortized as a yield adjustment over the life of the loan, so long as the loan performs. In the event the loan is moved to nonaccrual status, the Company ceases the amortization of the discount and upon any subsequent transfer to foreclosed properties or liquidation of the loan, the remaining discount is amortized, along with any remaining servicing asset and deferred loan costs. Refer also to SBA Servicing Assets below. Transfers of Financial Assets - Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over financial assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Premises and Equipment - Premises and equipment are stated at cost less accumulated depreciation. Depreciation, computed by the straight-line method, is charged to operations over the estimated useful lives of the properties, which range from 2 to 40 years or, in the case of leasehold improvements, over the term of the lease, if shorter. Land is carried at cost. Maintenance and repairs are charged to operations in the year incurred. Gains and losses on dispositions are included in current operations. Goodwill and Other Intangible Assets - Business combinations are accounted for using the acquisition method of accounting. Identifiable intangible assets are recognized separately and are amortized over their estimated useful lives, which for the Company has generally been five to ten years and at an accelerated rate. Goodwill is recognized in business combinations to the extent that the price paid exceeds the fair value of the net assets acquired, including any identifiable intangible assets. Goodwill is not amortized, but rather is subject to fair value impairment tests on at least an annual basis. SBA Servicing Assets - When the Company sells the guaranteed portion of an SBA loan, the Company continues to perform the servicing on the loan and collects a fee related to the sold portion of the loan. A SBA servicing asset is recorded for the fair value of that fee based on an analysis of discounted cash flows that incorporates estimates of (1) market servicing costs, (2) market-based prepayment rates, and (3) market profit margins. SBA servicing assets are included in “Other intangible assets” on the consolidated balance sheets. SBA servicing assets are amortized against income over the lives of the related loans as a reduction of servicing fee income, generally five years . SBA servicing assets are tested for impairment on a quarterly basis by comparing their estimated fair values, aggregated by year of origination, to the related carrying values. Changes in observable market data relating to market interest rates, loan prepayment speeds, and other factors, could result in impairment or reversal of impairment of these servicing assets and, as such, impact the Company's financial condition and results of operations. Foreclosed Properties - Foreclosed properties consists primarily of real estate acquired by the Company through legal foreclosure or deed in lieu of foreclosure. The property is initially carried at the lower of cost or the estimated fair value of the property less estimated selling costs (also see Note 13). If there are subsequent declines in fair value, which is reviewed routinely by management, the property is written down to its fair value through a charge to expense. Capital expenditures made to improve the property are capitalized. Costs of holding real estate, such as property taxes, insurance, and maintenance, less related revenues during the holding period, are recorded as expense as they are incurred. Bank-Owned Life Insurance – The Company has purchased life insurance policies on certain current and past key employees and directors where the insurance policy benefits and ownership are retained by the employer. These policies are recorded at their cash surrender value. Income from these policies and changes in the net cash surrender value are recorded within noninterest income as “Bank-owned life insurance income.” 72 Table of Contents Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced, if necessary, by the amount of such benefits that are not expected to be realized based upon available evidence. Other Investments – The Company accounts for substantially all of its investments in limited partnerships and limited liability companies (“LLCs”) using the equity method of accounting. The accounting treatment depends upon the Company’s percentage ownership and degree of management influence. Under the equity method of accounting, the Company records its initial investment at cost. Subsequently, the carrying amount of the investment is increased or decreased to reflect the Company’s share of income or loss of the investee. The Company’s recognition of earnings or losses from an equity method investment is based on the Company’s ownership percentage in the investee and the investee’s earnings on a quarterly basis. The investees generally provide their financial information during the quarter following the end of a given period. The Company’s policy is to record its share of earnings or losses on equity method investments in the quarter the financial information is received. All of the Company’s investments in limited partnerships and LLCs and their market values are not readily available. The Company’s management evaluates its investments in investees for impairment based on the investee’s ability to generate cash through its operations or obtain alternative financing, and other subjective factors. There are inherent risks associated with the Company’s investments in such companies, which may result in income statement volatility in future periods. At December 31, 2021 and 2020, the Company’s investments in limited partnerships and LLCs totaled $ 11.3 million and $ 7.8 million, respectively, and are included in "Other assets". Also see Note 3 for discussion of an investment without a readily determinable fair value. Federal Home Loan Bank ("FHLB") Stock - The Company is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors. FHLB stock is carried at cost and is recorded in "Other assets". Cash dividends are reported as income. Federal Reserve Bank ("Federal Reserve") Stock - The Company is a member of its regional Federal Reserve and is required to own stock based on its level of capital. Federal Reserve stock is carried at cost and is recorded in "Other assets." Cash dividends are reported as income. Loan Commitments and Related Financial Instruments - Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Allowance for Credit Losses - Unfunded Loan Commitments - Effective with the adoption of CECL, the Company estimates expected credit losses on commitments to extend credit over the contractual period in which the Company is exposed to credit risk on the underlying commitments, unless the obligation is unconditionally cancellable by the Company. The allowance for off-balance sheet credit exposures, which is reflected within "Other Liabilities," is adjusted for as an increase or decrease to the provision for credit losses for unfunded commitments. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The allowance is calculated using the same aggregate reserve rates calculated for the funded portion of loans at the portfolio level applied to the amount of commitments expected to fund. Stock-Based Compensation - Restricted stock awards are the primary form of equity grant utilized by the Company. Compensation cost is based on the fair value of the award, which is the closing price of the Company's common stock on the date of the grant. 73 Table of Contents Restricted stock awards issued by the Company typically have vesting periods with service conditions. Compensation cost is recognized as expense over the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period. Because of the insignificant amount of forfeitures the Company has experienced, forfeitures are recognized as they occur. Earnings Per Share Amounts - Basic Earnings Per Common Share is calculated by dividing net income, less income allocated to participating securities, by the weighted average number of common shares outstanding during the period, excluding unvested shares of restricted stock. For the Company, participating securities are comprised of unvested shares of restricted stock. Diluted Earnings Per Common Share is computed by assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. For the periods presented, the Company’s potentially dilutive common stock issuances related to unvested shares of restricted stock and contingently issuable shares. If any of the potentially dilutive common stock issuances have an anti-dilutive effect, the potentially dilutive common stock issuance is disregarded. Fair Value of Financial Instruments - Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument, as more fully described in Note 13. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include net premises and equipment, intangible assets and other assets such as deferred income taxes, prepaid expense accounts, income taxes currently payable and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates. Impairment - Goodwill is evaluated for impairment on at least an annual basis, and more often if a triggering event is identified, by comparing the estimated fair value of the reporting units to their related carrying value. At December 31, 2021, the Company had two reporting units – 1) the Bank with $ 360.0 million in goodwill and 2) SBA activities, including SBA Complete and our SBA Lending Division, with $ 4.3 million in goodwill. If the carrying value of a reporting unit exceeds its fair value, the Company determines whether the implied fair value of the goodwill, using various valuation techniques, exceeds the carrying value of the goodwill. If the carrying value of the goodwill exceeds the implied fair value of the goodwill, an impairment loss is recorded in an amount equal to that excess. The Company reviews all other long-lived assets, including identifiable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company’s policy is that an impairment loss is recognized if the sum of the undiscounted future cash flows is less than the carrying amount of the asset. Any long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. To date, the Company has not recorded any impairment write-downs of its long-lived assets or goodwill. Comprehensive Income (Loss) - Comprehensive income (loss) is defined as the change in equity during a period for non-owner transactions and is divided into net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards. Segment Reporting - Accounting standards require management to report selected financial and descriptive information about reportable operating segments that exceed certain thresholds. The standards also require related disclosures about products and services, geographic areas, and major customers. Generally, disclosures are required for segments internally identified to evaluate performance and resource allocation. The Company’s operations are substantially all within a single banking segment, and the financial statements presented herein reflect the combined results of all of its operations with that segment. The Company has no foreign operations or customers. 74 Table of Contents Recent Accounting Pronouncements - Accounting Standards Adopted in 2021 In August 2018, the Financial Accounting Standards Board amended the Compensation - Retirement Benefits – Defined Benefit Plans Topic of the Accounting Standards Codification to improve disclosure requirements for employers that sponsor defined benefit pension and other postretirement plans. The guidance removed disclosures that were no longer considered cost-beneficial, clarified the specific requirements of disclosures, and added disclosure requirements identified as relevant. The amendments were effective for the Company on January 1, 2021 and the adoption of this amendment did not have a material effect on its financial statements. On January 1, 2021, the Company adopted CECL which replaced the prior Incurred Loss methodology for recognizing credit losses with a methodology that is based on estimating future expected lifetime credit losses. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held to maturity debt securities. It also applies to off-balance sheet credit exposures, such as unfunded commitments to extend credit. In addition, CECL made changes to the accounting for AFS debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. In adopting CECL, the Company utilized the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2021 are presented under CECL while prior period amounts continue to be reported under the Incurred Loss methodology. The transition adjustment of the adoption of CECL included an increase in the ACL on loans of $ 14.6 million, which is presented as a reduction to loans outstanding, and an increase in the allowance on unfunded loan commitments of $ 7.5 million, which is recorded within "Other liabilities". The adoption of CECL had an insignificant impact on the Company's HTM and AFS securities portfolios. The Company recorded a net decrease to retained earnings of $ 17.1 million as of January 1, 2021 for the cumulative effect of adopting CECL, which reflects the transition adjustments noted above, net of the applicable deferred tax assets recorded. Federal banking regulatory agencies provided optional relief to delay the adverse regulatory capital impact of CECL at adoption. The Company did not elect the option. The Company adopted CECL using the prospective transition approach for PCD assets that were previously classified as PCI under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The amortized cost basis of the PCD assets was adjusted to reflect the addition of $ 0.1 million to the ACL. The remaining noncredit discount (based on the adjusted amortized cost basis) will be accreted into interest income at a rate that approximates the effective interest rate as of January 1, 2021. With regard to PCD assets, because the Company elected to disaggregate the former PCI pools and no longer considers these pools to be the unit of account, contractually delinquent PCD loans are now reported as nonaccrual loans using the same criteria as other loans. Similarly, although management did not reassess whether modifications to individual acquired financial assets accounted for in pools were TDRs as of the date of adoption, PCD loans that were restructured and met the definition of TDRs after the adoption of CECL are reported as such. Accrued interest for all financial instruments is included in a separate line on the face of the Consolidated Balance Sheets. The Company elected not to measure an ACL for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest. The ACL for the majority of loans was calculated using a DCF methodology applied at a loan level with a one-year reasonable and supportable forecast period and a three-year straight-line reversion period. The Company elected to use, as a practical expedient, the fair value of collateral when determining the ACL on loans for which repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty (collateral-dependent loans). The Company's CECL allowances will fluctuate over time due to macroeconomic conditions and forecasts as well as the size and composition of the loan portfolios. 75 Table of Contents In March 2020, Accounting Standards Update ("ASU") 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” was issued. ASU 2020-04 provides optional expedients and exceptions for accounting related to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform and do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. ASU 2020-04 was effective upon issuance and generally can be applied through December 31, 2022. The adoption of ASU 2020-04 did not significantly impact the Company’s consolidated financial statements. Accounting Standards Pending Adoption Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Note 2. Acquisitions and Dispositions Select Acquisition On October 15, 2021, the Company completed the acquisition of Select Bancorp, Inc. (“Select”), headquartered in Dunn, North Carolina, pursuant to an Agreement and Plan of Merger and Reorganization dated June 1, 2021. Select's subsidiary, Select Bank & Trust, was merged into the Bank. The results of Select are included in the Company’s results beginning on the October 15, 2021 acquisition date. The Company exchanged 0.408 shares of its common stock for each share of Select common stock. Additionally, all holders of Select stock options were paid cash for the difference between the exercise price of each option and the cash out value of $ 18.00 per option. The acquisition resulted in the Company issuing 7,070,371 shares of common stock with a fair value $ 324.4 million and paying $ 1.4 million in cash related to the stock options, for total consideration of $ 325.8 million in exchange for 100 % of the outstanding stock of Select. Select operated 22 branches located in North Carolina, South Carolina, and Virginia. The acquisition complemented several of the Company’s high-growth markets and increased its market share in others with facilities, operations, and experienced staff already in place. Accordingly, there were significant synergies to be gained from the acquisition and the Company recognized the goodwill in the transaction related primarily to the reasons just noted, as well as the positive earnings of Select. This transaction was accounted for using the acquisition method of accounting for business combinations, and accordingly, the assets acquired, intangible assets identified, and liabilities assumed of Select were recorded based on estimates of fair values as of October 15, 2021. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. Estimated fair values were based on management’s best estimates, using the information available at the date of acquisition, including the use of third-party valuation specialists. As of December 31, 2021, management has finalized the valuations of all acquired assets and liabilities assumed in the Select acquisition. The following table summarizes the estimated fair value of acquired assets, identified intangible assets, and liabilities assumed as of October 15, 2021. Following the table is a discussion of valuation approaches utilized in estimated the fair values in accordance with ASC 850-10. The $ 132.4 million in goodwill that resulted from this transaction is non-deductible for tax purposes. 76 Table of Contents ($ in thousands) Fair Value Estimate Assets acquired: Cash and cash equivalents $ 210,422 Securities available for sale 226,228 Loans held for sale 51,779 Loans 1,230,107 Premises and equipment 21,509 Core deposit intangible 9,170 Operating right-of-use lease assets 4,649 Other assets 61,020 Total 1,814,884 Liabilities assumed: Deposits 1,593,135 Borrowings 11,038 Other liabilities 17,248 Total 1,621,421 Net identifiable assets acquired 193,463 Less: Total consideration 325,819 Goodwill recorded related to acquisition of Select $ 132,356 The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed included in the table above. Cash and due from banks, and interest-bearing deposits with banks : The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets. Securities available for sale : Fair value of securities was measured based on quoted market prices, where available. If a quoted market price was not available, fair value was estimated using quoted market prices for similar securities and adjusted for differences between the quoted instrument and the instrument being valued. Loans held for sale: The valuation of loans held for sale reflected quotes or bids on these loans directly from the prospective buyers of the pools. Loans: Fair value of loans acquired was based on a discounted cash flow methodology that considered factors including loan type and related collateral, classification status, remaining term of the loan, fixed or variable interest rate, amortization status, and current discount rates. Expected cash flows were derived using inputs consistent with management's assessment of credit risk for allowance measurement, including estimated future credit losses and estimated prepayments. A total fair value mark of $ 19.3 million was recorded. PCD loans were determined based primarily on internal grades and delinquency status. The Company reclassified from the fair value mark to ACL a "Day 1" allowance of $ 4.9 million resulting from PCD loans. The following table presents additional information related to the acquired loan portfolio at the acquisition date: ($ in thousands) October 15, 2021 PCD Loans: Par value $ 111,835 Allowance for credit losses ( 4,895 ) Non-credit discount ( 1,251 ) Purchase price $ 105,689 Non-PCD Loans: Fair Value $ 1,124,418 Gross contractual amounts receivable 1,134,879 Estimate of contractual cash flows not expected to be collected 13,257 77 Table of Contents Premises: Land and buildings held for use are valued at appraised values, which reflect considerations of recent disposition values for similar property types with adjustments for characteristics of individual properties. Locations held for sale are valued at appraised values which also reference recent disposition values for similar property types but also considers marketability discounts for vacant properties. The valuations of locations held for sale are reduced by estimated costs to sell. Lease Assets and Lease Liabilities : Lease assets and lease liabilities were measured using a methodology that involved estimating the future lease payments over the remaining lease term with discounting using a discount rate. The lease term was determined for individual leases based on management's assessment of the probability of exercising existing renewal options. Intangible assets: Core deposit intangible ("CDI") asset represents the value of the relationships with deposit customers. The fair value for the core deposit intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of deposit base, net maintenance cost attributable to customer deposits and an estimate of the cost associated with alternative funding sources. The discount rates used for CDI assets are based on market rates. The CDI is being amortized over 10 years utilizing an accelerated method, which results in a weighted-average amortization period of approximately 41 months. Deposits : The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. Fair values for time deposits were estimated using a discounted cash flow analysis applying interest rates currently offered to the contractual interest rates on such time deposits. Borrowings : The fair values of long-term debt instruments are estimated based on quoted market prices for instrument if available, or for similar instruments if not available. Supplemental Pro Forma Financial Information The following table presents certain pro forma information as if Select had been acquired on January 1, 2020. These results combine the historical results of Select with the Company’s results and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2020. Merger-related costs related to this acquisition of $ 16.8 million were recorded by the Company during 2021 and $ 0.8 million of merger-related costs incurred by Select in 2021 prior to the acquisition were excluded from the pro forma information below. In addition, no adjustments have been made to such pro forma information to eliminate the provision for loan losses recorded by Select in the amount of $ 6.2 million for 2020 and a negative provision for loan losses recorded by Select of $ 1.3 million recorded in 2021 prior the acquisition. Pro forma information for the year 2021 has been adjusted to eliminate the following: 1) the non-PCD provision for loan losses recorded on the acquisition date of $ 14.1 million and 2) the initial recording of a provision for credit losses associated with Select’s unfunded commitments of $ 3.9 million. If the Select acquisition had occurred at the beginning of 2020, the acquisition date credit loss reserve amounts would have been included in the fair value measurements of Select and been included in the goodwill calculation. Expenses related to systems conversions and other costs of integration are expected to be recorded during 2022. The Company expects to achieve further operating cost savings and other business synergies as a result of the acquisition. The following table also discloses the impact of the acquisition of Select from the acquisition date of October 15, 2021 through December 31, 2021. These amounts are included in the Company’s consolidated financial statements as of and for the year ended December 31, 2021. Merger-related costs have been excluded from these amounts and the provisions for credit loss amounts associated with non-PCD loans and unfunded commitments that were discussed above have also been excluded. 78 Table of Contents ($ in thousands, unaudited) Revenue Net Income Year Ended December 31, 2021 Actual Select results included in statement of income since acquisition date $ 15,175 $ 8,813 Supplemental consolidated pro forma as if Select had been acquired on January 1, 2020 380,241 143,882 Year Ended December 31, 2020 Supplemental consolidated pro forma as if Select had been acquired on January 1, 2020 $ 362,654 $ 93,980 First Bank Insurance Services, Inc. Disposition On June 30, 2021, the Company completed the sale of the operations and substantially all of the operating assets of its property and casualty insurance agency subsidiary, First Bank Insurance Services Inc., to Bankers Insurance, LLC for an initial purchase price valued at $ 13.0 million and a future earn-out payment of up to $ 1.0 million. Cash received at the time of the sale was $ 11.3 million. Net assets sold and liabilities transferred amounted to $ 1.7 million. The Company recorded a gain of $ 1.7 million related to the sale. Approximately $ 10.2 million of intangible assets were derecognized from the Company's balance sheet as a result of this transaction, including $ 7.4 million in goodwill and $ 2.8 million in other intangibles. Magnolia Acquisition On September 1, 2020, the Company completed the acquisition of Magnolia Financial, a business financing company headquartered in Spartanburg, South Carolina, that makes loans throughout the southeastern United States. In the transaction, the Company acquired $ 14.6 million in loans and $ 0.5 million of other assets, and assumed $ 11.7 million in borrowings, substantially all of which was paid off subsequent to the closing. The transaction value was approximately $ 10.0 million with the Company paying $ 9.5 million in cash and issuing 24,096 shares of its common stock, which had a value of approximately $ 0.5 million. This acquisition was accounted for using the acquisition method of accounting for business combinations, and accordingly, the assets and liabilities of Magnolia Financial were recorded based on fair values, which according to applicable accounting guidance, are subject to change for 12 months following the acquisition. In connection with this transaction, the Company recorded goodwill of $ 4.9 million and $ 1.6 million in other amortizable intangible assets, all of which are deductible for tax purposes over 15 years. 79 Table of Contents Note 3. Securities The book values and approximate fair values of investment securities at December 31, 2021 and 2020 are summarized as follows: 2021 2020 Amortized Cost Fair Value Unrealized Amortized Cost Fair Value Unrealized ($ in thousands) Gains (Losses) Gains (Losses) Securities available for sale: Government-sponsored enterprise securities $ 71,951 69,179 — ( 2,772 ) 70,016 70,206 371 ( 181 ) Mortgage-backed securities 2,545,150 2,514,805 9,489 ( 39,834 ) 1,318,998 1,337,706 20,832 ( 2,124 ) Corporate bonds 45,380 46,430 1,106 ( 56 ) 43,670 45,220 1,760 ( 210 ) Total available for sale 2,662,481 2,630,414 10,595 ( 42,662 ) 1,432,684 1,453,132 22,963 ( 2,515 ) Securities held to maturity: Mortgage-backed securities 20,260 20,845 585 — 29,959 30,900 941 — State and local governments 493,565 490,854 2,955 ( 5,666 ) 137,592 139,834 2,407 ( 165 ) Total held to maturity $ 513,825 511,699 3,540 ( 5,666 ) 167,551 170,734 3,348 ( 165 ) All of the Company’s mortgage-backed securities were issued by government-sponsored enterprises, except for private mortgage-backed securities with a fair value of $ 0.9 million and $ 1.0 million as of December 31, 2021 and 2020, respectively. The following table presents information regarding securities with unrealized losses at December 31, 2021: Securities in an Unrealized Loss Position for Less than 12 Months Securities in an Unrealized Loss Position for More than 12 Months Total ($ in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Government-sponsored enterprise securities $ 21,436 522 47,743 2,250 69,179 2,772 Mortgage-backed securities 1,773,022 25,977 404,484 13,857 2,177,506 39,834 Corporate bonds 999 1 945 55 1,944 56 State and local governments 228,279 3,797 34,398 1,869 262,677 5,666 Total temporarily impaired securities $ 2,023,736 30,297 487,570 18,031 2,511,306 48,328 The following table presents information regarding securities with unrealized losses at December 31, 2020: Securities in an Unrealized Loss Position for Less than 12 Months Securities in an Unrealized Loss Position for More than 12 Months Total ($ in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Government-sponsored enterprise securities $ 29,812 181 — — 29,812 181 Mortgage-backed securities 497,992 1,957 6,168 167 504,160 2,124 Corporate bonds 3,956 45 835 165 4,791 210 State and local governments 23,310 165 — — 23,310 165 Total temporarily impaired securities $ 555,070 2,348 7,003 332 562,073 2,680 80 Table of Contents As of December 31, 2021 and December 31, 2020, the Company's security portfolio held 371 and 69 securities that were in an unrealized loss position, respectively. In the above tables, all of the securities that were in an unrealized loss position at December 31, 2021 and 2020 are bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns. In arriving at this conclusion, the Company reviewed third-party credit ratings and considered the amount of the impairment. In the tables above, substantially all of the mortgage-backed securities in unrealized loss positions at each period end were issued by government-sponsored agencies, including Freddie Mac, Fannie Mae, and Ginnie Mae, which the Company considered in concluding that the unrealized loss position of each security was due to interest rate factors and not credit quality concerns. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. No impairment charges were recognized for any securities during the year ended December 31, 2020. At adoption of CECL on January 1, 2021 and at December 31, 2021, the Company determined that expected credit losses associated with HTM debt securities were insignificant. See Note 1 for additional details on the adoption of CECL as it relates to the securities portfolio. The book values and approximate fair values of investment securities at December 31, 2021, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities Available for Sale Securities Held to Maturity ($ in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Debt securities Due within one year $ 1,001 1,020 1,246 1,258 Due after one year but within five years 27,629 28,454 — — Due after five years but within ten years 87,701 85,191 16,058 16,112 Due after ten years 1,000 944 476,261 473,484 Mortgage-backed securities 2,545,150 2,514,805 20,260 20,845 Total securities $ 2,662,481 2,630,414 513,825 511,699 At December 31, 2021 and 2020, investment securities with carrying values of $ 951.4 million and $ 630.3 million, respectively, were pledged as collateral for public deposits. At December 31, 2021 and 2020, there were no holdings of securities of any one issuer, other than the US Government and its agencies or government sponsored agencies, in an amount greater than 10% of shareholders' equity. In 2021, the Company received proceeds from sales of securities of $ 106.5 million and recorded $ 1.2 million in gross losses from the sales. In 2020, the Company received proceeds from sales of securities of $ 219.7 million and recorded $ 8.0 million in gross gains from the sales. In 2019, the Company received proceeds from sales of securities of $ 39.8 million and recorded $ 0.1 million in gross gains from the sales. Included in “Other Assets” in the Consolidated Balance Sheets are investments in FHLB and Federal Reserve stock totaling $ 22.3 million and $ 23.5 million at December 31, 2021 and 2020, respectively. These investments do not have readily determinable fair values. The FHLB stock had a cost and fair value of $ 4.6 million and $ 5.9 million at December 31, 2021 and 2020, respectively, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system. The Federal Reserve stock had a cost and fair value of $ 17.8 million and $ 17.7 million at December 31, 2021 and 2020, respectively, and is a requirement for Federal Reserve member bank qualification. Periodically, both the FHLB and Federal Reserve recalculate the Company’s required level of holdings, and the Company either buys more stock or redeems a portion of the stock at cost. The Company determined that neither stock was impaired at either period end. The Company owns 12,356 Class B shares of Visa, Inc. (“Visa”) stock that were received upon Visa’s initial public offering. These shares are expected to convert into Class A Visa shares subsequent to the settlement of certain litigation against Visa, to which the Company is not a party. The Class B shares have transfer restrictions, and the conversion rate into Class A shares is periodically adjusted as Visa settles litigation. The conversion rate at December 31, 2021 was approximately 1.62 , which means the Company would receive approximately 19,993 Class A shares if the stock had converted on that date. This Class B stock does not have a readily determinable fair value 81 Table of Contents and is carried at zero . If a readily determinable fair value becomes available for the Class B shares, or upon the conversion to Class A shares, the Company will adjust the carrying value of the stock to its market value with a credit to earnings. Note 4. Loans and Asset Quality Information The following is a summary of the major categories of total loans outstanding: December 31, 2021 December 31, 2020 ($ in thousands) Amount Percentage Amount Percentage Commercial, financial, and agricultural $ 648,997 11 % 782,549 17 % Real estate – construction, land development & other land loans 828,549 13 % 570,672 12 % Real estate – mortgage – residential (1-4 family) first mortgages 1,021,966 17 % 972,378 21 % Real estate – mortgage – home equity loans / lines of credit 331,932 5 % 306,256 6 % Real estate – mortgage – commercial and other 3,194,737 53 % 2,049,203 43 % Consumer loans 57,238 1 % 53,955 1 % Subtotal 6,083,419 100 % 4,735,013 100 % Unamortized net deferred loan fees ( 1,704 ) ( 3,698 ) Total loans $ 6,081,715 4,731,315 Included in the line item "Commercial, financial, and agricultural" in the table above are PPP loans totaling $ 39.0 million and $ 240.5 million at December 31, 2021 and December 31, 2020, respectively. PPP loans are fully guaranteed by the SBA. Included in unamortized net deferred loan fees are approximately $ 2.6 million and $ 6.0 million at December 31, 2021 and December 31, 2020, respectively, in unamortized net deferred loan fees associated with PPP loans. These fees are being amortized under the effective interest method over the terms of the loans. Accelerated amortization is recorded in the periods in which principal amounts are forgiven in accordance with the terms of the program. Because of their fully guaranteed nature, the Company has no allocation of allowance for loan losses established for these loans. Included in the table above are credit card balances outstanding totaling $ 37.9 million and $ 33.2 million at December 31, 2021 and 2020, respectively. Approximately 49 % of this total are business credit cards included in "commercial, financial and agricultural" above and the remaining 51 % are personal credit cards included in consumer loans in the table above. Also included in the table above are non-PPP SBA loans, generally originated under the SBA 7A loan program, with additional information on these loans presented in the table below. ($ in thousands) December 31, 2021 December 31, 2020 Guaranteed portions of non-PPP SBA Loans included in table above $ 48,377 33,959 Unguaranteed portions of non-PPP SBA Loans included in table above 122,772 135,703 Total non-PPP SBA loans included in the table above $ 171,149 169,662 Sold portions of SBA loans with servicing retained - not included in table above $ 414,240 395,398 At December 31, 2021 and December 31, 2020, there were remaining unaccreted discounts on the retained portion of sold non-PPP SBA loans amounting to $ 6.0 million and $ 7.3 million respectively. Loans in the amount of $ 4.3 billion and $ 4.0 billion were pledged as collateral for certain borrowings at December 31, 2021 and December 31, 2020, respectively (see Note 9). The loans above also include loans to executive officers and directors serving the Company at December 31, 2021 and to their associates, totaling approximately $ 0.6 million and $ 3.4 million at December 31, 2021 and 2020, respectively. There were no new loans and advances on those loans in 2021 and repayments amounted to $ 2.8 million. Management does not believe these loans involve more than the normal risk of collectability or present other unfavorable features. The Company has several acquired loan portfolios as a result of merger and acquisition transactions. In these transactions, the Company recorded loans at their fair value as required by applicable accounting guidance. For 82 Table of Contents acquisitions completed prior to the Company's adoption of CECL, these loan portfolios included loans designated as PCI loans, which were loans for which it was probable at acquisition that all contractually required payments would not be collected. Upon the adoption of CECL, all PCI loans were reclassified as PCD loans, as permitted by the CECL standard. As of December 31, 2021, unamortized discounts on all acquired loans totaled $ 17.2 million. At December 31, 2020, there were remaining accretable discounts of $ 7.9 million, related to purchased non-impaired loans. Loan discounts are generally amortized as yield adjustments over the respective lives of the loans, so long as the loans perform. At December 31, 2020, the carrying value of PCI loans was $ 8.6 million. The following table presents changes in the accretable yield for PCI loans under the Incurred Loss methodology used by the Company prior to adopting CECL. ($ in thousands) For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Balance at beginning of period $ 4,149 4,750 Accretion ( 1,119 ) ( 1,486 ) Reclassification from (to) nonaccretable difference 413 617 Other, net ( 545 ) 268 Balance at end of period $ 2,898 4,149 During 2020, the Company received $ 0.5 million in payments that exceeded the carrying amount of the related PCI loans, of which $ 0.4 million was recognized as loan discount accretion income, $ 0.1 million was recorded as additional loan interest income, and $ 14,000 was recorded as a recovery. During 2019, the Company received $ 0.4 million in payments that exceeded the carrying amount of the related PCI loans, of which $ 0.3 million was recognized as loan discount accretion income and $ 0.1 million was recorded as additional loan interest income. Nonperforming assets, defined as nonaccrual loans, troubled debt restructurings, loans past due 90 or more days and still accruing interest, and foreclosed real estate, are summarized as follows: ($ in thousands) December 31, 2021 December 31, 2020 Nonperforming assets Nonaccrual loans $ 34,696 35,076 Restructured loans - accruing 13,866 9,497 Accruing loans > 90 days past due 1,004 — Total nonperforming loans 49,566 44,573 Foreclosed properties 3,071 2,424 Total nonperforming assets $ 52,637 46,997 At December 31, 2021 and 2020, the Company had $ 1.5 million and $ 1.9 million in residential mortgage loans in process of foreclosure, respectively. At December 31, 2021 and 2020, there were no commitments to lend additional funds to debtors whose loans were nonperforming. 83 Table of Contents The following table is a summary of the Company’s nonaccrual loans by major categories for the periods indicated. CECL Incurred Loss December 31, 2021 December 31, 2020 ($ in thousands) Nonaccrual Loans with No Allowance Nonaccrual Loans with an Allowance Total Nonaccrual Loans Nonaccrual Loans Commercial, financial, and agricultural $ 3,947 8,205 12,152 9,681 Real estate – construction, land development & other land loans 495 137 632 643 Real estate – mortgage – residential (1-4 family) first mortgages 858 4,040 4,898 6,048 Real estate – mortgage – home equity loans / lines of credit — 694 694 1,333 Real estate – mortgage – commercial and other 7,648 8,583 16,231 17,191 Consumer loans — 89 89 180 Total $ 12,948 21,748 34,696 35,076 There is no interest income recognized during the period on nonaccrual loans. The Company follows its nonaccrual policy of reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. The following table represents the accrued interest receivables written off by reversing interest income during the year ended December 31, 2021. ($ in thousands) For the Year Ended December 31, 2021 Commercial, financial, and agricultural $ 195 Real estate – construction, land development & other land loans 6 Real estate – mortgage – residential (1-4 family) first mortgages 31 Real estate – mortgage – home equity loans / lines of credit 14 Real estate – mortgage – commercial and other 453 Consumer loans — Total $ 699 The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2021. ($ in thousands) Accruing 30-59 Days Past Due Accruing 60- 89 Days Past Due Accruing 90 Days or More Past Due Nonaccrual Loans Accruing Current Total Loans Receivable Commercial, financial, and agricultural $ 377 93 — 12,152 636,375 648,997 Real estate – construction, land development & other land loans 4,046 — 286 632 823,585 828,549 Real estate – mortgage – residential (1-4 family) first mortgages 6,571 1,488 — 4,898 1,009,009 1,021,966 Real estate – mortgage – home equity loans / lines of credit 489 124 718 694 329,907 331,932 Real estate – mortgage – commercial and other 164 1,496 — 16,231 3,176,846 3,194,737 Consumer loans 116 62 — 89 56,971 57,238 Total $ 11,763 3,263 1,004 34,696 6,032,693 6,083,419 Unamortized net deferred loan fees ( 1,704 ) Total loans $ 6,081,715 84 Table of Contents The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2020. ($ in thousands) Accruing 30-59 Days Past Due Accruing 60- 89 Days Past Due Accruing 90 Days or More Past Due Nonaccrual Loans Accruing Current Total Loans Receivable Commercial, financial, and agricultural $ 1,464 1,101 — 9,681 770,166 782,412 Real estate – construction, land development & other land loans 572 — — 643 569,307 570,522 Real estate – mortgage – residential (1-4 family) first mortgages 10,146 869 — 6,048 951,088 968,151 Real estate – mortgage – home equity loans / lines of credit 1,088 42 — 1,333 303,693 306,156 Real estate – mortgage – commercial and other 2,540 3,111 — 17,191 2,022,422 2,045,264 Consumer loans 180 36 — 180 53,521 53,917 Purchased credit impaired 328 112 719 — 7,432 8,591 Total $ 16,318 5,271 719 35,076 4,677,629 4,735,013 Unamortized net deferred loan (fees) costs ( 3,698 ) Total loans $ 4,731,315 Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Company reviews individually evaluated loans on nonaccrual with a net book balance of $ 350,000 or greater for designation as collateral dependent loans, as well as certain other loans that may still be accruing interest and/or are less than $ 350,000 in size that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. The following table presents an analysis of collateral-dependent loans of the Company as of December 31, 2021. ($ in thousands) Residential Property Business Assets Land Commercial Property Total Collateral-Dependent Loans Commercial, financial, and agricultural $ — 7,886 — — 7,886 Real estate – construction, land development & other land loans — — 533 — 533 Real estate – mortgage – residential (1-4 family) first mortgages 871 — — — 871 Real estate – mortgage – home equity loans / lines of credit — — — — — Real estate – mortgage – commercial and other — — — 10,743 10,743 Consumer loans — — — — — Total $ 871 7,886 533 10,743 20,033 Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. The Company's policy is to obtain third-party appraisals on any significant pieces of collateral. For loans secured by real estate, the Company's policy is to write nonaccrual loans down to 90 % of the appraised value, which considers estimated selling costs. For real estate collateral that is in industries that are undergoing heightened stress, the Company often discounts the collateral values by an additional 10 % - 25 % due to additional discounts that are estimated to be incurred in a near-term sale. For non real-estate collateral secured loans, the Company generally 85 Table of Contents writes nonaccrual loans down to 75 % of the appraised value, which provides for selling costs and liquidity discounts that are usually incurred when disposing of non real-estate collateral. For reviewed loans that are not on nonaccrual basis, the Company assigns a specific allowance based on the parameters noted above. The Company does not believe that there is significant over-coverage of collateral for any of the loan types noted above. The following table presents the activity in the ACL on loans for the year ended December 31, 2021 under the CECL methodology. ($ in thousands) Commercial, Financial, and Agricultural Real Estate – Construction, Land Development & Other Land Loans Real Estate – Residential (1-4 Family) First Mortgages Real Estate – Mortgage – Home Equity Lines of Credit Real Estate – Mortgage – Commercial and Other Consumer Loans Unallocated Total As of and for the year ended December 31, 2021 Beginning balance $ 11,316 5,355 8,048 2,375 23,603 1,478 213 52,388 Adjustment for implementation of CECL 3,067 6,140 2,584 2,580 ( 257 ) 674 ( 213 ) 14,575 Allowance for Select PCD loans 2,917 165 222 92 1,489 10 — 4,895 Charge-offs ( 3,722 ) ( 245 ) ( 273 ) ( 400 ) ( 2,295 ) ( 667 ) — ( 7,602 ) Recoveries 1,744 948 761 578 533 358 — 4,922 Provisions/(Reversals) 927 4,156 ( 2,656 ) ( 888 ) 7,269 803 — 9,611 Ending balance $ 16,249 16,519 8,686 4,337 30,342 2,656 — 78,789 86 Table of Contents The following table presents the activity in the allowance for loan losses for the year ended December 31, 2020 under the Incurred Loss methodology. ($ in thousands) Commercial, Financial, and Agricultural Real Estate – Construction, Land Development & Other Land Loans Real Estate – Residential (1-4 Family) First Mortgages Real Estate – Mortgage – Home Equity Lines of Credit Real Estate – Mortgage – Commercial and Other Consumer loans Unallocated Total As of and for the year ended December 31, 2020 Beginning balance $ 4,553 1,976 3,832 1,127 8,938 972 — 21,398 Charge-offs ( 5,608 ) ( 51 ) ( 478 ) ( 524 ) ( 968 ) ( 873 ) — ( 8,502 ) Recoveries 745 1,552 754 487 621 294 — 4,453 Provisions 11,626 1,878 3,940 1,285 15,012 1,085 213 35,039 Ending balance $ 11,316 5,355 8,048 2,375 23,603 1,478 213 52,388 Ending balances as of December 31, 2020: Allowance for loan losses Individually evaluated for impairment $ 3,546 30 800 — 2,175 — — 6,551 Collectively evaluated for impairment $ 7,742 5,325 7,141 2,375 21,428 1,475 213 45,699 Purchased credit impaired $ 28 — 107 — — 3 — 138 Loans receivable as of December 31, 2020: Ending balance – total $ 782,549 570,672 972,378 306,256 2,049,203 53,955 — 4,735,013 Unamortized net deferred loan (fees) costs ( 3,698 ) Total loans $ 4,731,315 Ending balances as of December 31, 2020: Loans Individually evaluated for impairment $ 7,700 677 9,303 15 18,582 4 — 36,281 Collectively evaluated for impairment $ 774,712 569,845 958,848 306,141 2,026,682 53,913 — 4,690,141 Purchased credit impaired $ 137 150 4,227 100 3,939 38 — 8,591 87 Table of Contents The following table presents the activity in the allowance for loan losses for the year ended December 31, 2019 under the Incurred Loss methodology. ($ in thousands) Commercial, Financial, and Agricultural Real Estate – Construction, Land Development & Other Land Loans Real Estate – Residential (1-4 Family) First Mortgages Real Estate – Mortgage – Home Equity Lines of Credit Real Estate – Mortgage – Commercial and Other Consumer loans Unallo- cated Total As of and for the year ended December 31, 2019 Beginning balance $ 2,889 2,243 5,197 1,665 7,983 952 110 21,039 Charge-offs ( 2,473 ) ( 553 ) ( 657 ) ( 307 ) ( 1,556 ) ( 757 ) — ( 6,303 ) Recoveries 980 1,275 705 629 575 235 — 4,399 Provisions 3,157 ( 989 ) ( 1,413 ) ( 860 ) 1,936 542 ( 110 ) 2,263 Ending balance $ 4,553 1,976 3,832 1,127 8,938 972 — 21,398 Ending balances as of December 31, 2019: Allowance for loan losses Individually evaluated for impairment $ 1,791 50 750 — 983 — — 3,574 Collectively evaluated for impairment $ 2,720 1,926 2,976 1,127 7,931 961 — 17,641 Purchased credit impaired $ 42 — 106 — 24 11 — 183 Loans receivable as of December 31, 2019: Ending balance – total $ 504,271 530,866 1,105,014 337,922 1,917,280 56,172 — 4,451,525 Unamortized net deferred loan (fees) costs 1,941 Total loans 4,453,466 Ending balances as of December 31, 2019: Loans Individually evaluated for impairment $ 4,957 796 9,546 333 9,570 — — 25,202 Collectively evaluated for impairment $ 499,101 529,904 1,090,125 337,366 1,901,080 56,083 — 4,413,659 Purchased credit impaired $ 213 166 5,343 223 6,630 89 — 12,664 88 Table of Contents The following table presents loans individually evaluated for impairment by class of loans, excluding PCI loans, as of December 31, 2020 under the Incurred Loss methodology. ($ in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Impaired loans with no related allowance recorded: Commercial, financial, and agricultural $ 3,688 4,325 — 750 Real estate – mortgage – construction, land development & other land loans 554 694 — 308 Real estate – mortgage – residential (1-4 family) first mortgages 4,115 4,456 — 4,447 Real estate – mortgage –home equity loans / lines of credit 15 27 — 264 Real estate – mortgage –commercial and other 11,763 13,107 — 9,026 Consumer loans 4 4 — 1 Total impaired loans with no allowance $ 20,139 22,613 — 14,796 Impaired loans with an allowance recorded: Commercial, financial, and agricultural $ 4,012 4,398 3,546 5,139 Real estate – mortgage – construction, land development & other land loans 123 131 30 502 Real estate – mortgage – residential (1-4 family) first mortgages 5,188 5,361 800 5,186 Real estate – mortgage –home equity loans / lines of credit — — — 21 Real estate – mortgage –commercial and other 6,819 7,552 2,175 5,786 Consumer loans — — — — Total impaired loans with allowance $ 16,142 17,442 6,551 16,634 Interest income recorded on impaired loans during the year ended December 31, 2020 was $ 1.1 million, and reflects interest income recorded on nonaccrual loans prior to them being placed on nonaccrual status and interest income recorded on accruing TDRs. 89 Table of Contents The following table presents loans individually evaluated for impairment by class of loans, excluding PCI loans, as of December 31, 2019 under the Incurred Loss methodology. ($ in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Impaired loans with no related allowance recorded: Commercial, financial, and agricultural $ 16 19 — 74 Real estate – mortgage – construction, land development & other land loans 221 263 — 366 Real estate – mortgage – residential (1-4 family) first mortgages 4,300 4,539 — 4,415 Real estate – mortgage –home equity loans / lines of credit 333 357 — 147 Real estate – mortgage –commercial and other 2,643 3,328 — 3,240 Consumer loans — — — — Total impaired loans with no allowance $ 7,513 8,506 — 8,242 Impaired loans with an allowance recorded: Commercial, financial, and agricultural $ 4,941 4,995 1,791 1,681 Real estate – mortgage – construction, land development & other land loans 575 575 50 586 Real estate – mortgage – residential (1-4 family) first mortgages 5,246 5,469 750 6,206 Real estate – mortgage –home equity loans / lines of credit — — — 55 Real estate – mortgage –commercial and other 6,927 7,914 983 5,136 Consumer loans — — — — Total impaired loans with allowance $ 17,689 18,953 3,574 13,664 Interest income recorded on impaired loans during the year ended December 31, 2019 was $ 1.3 million, and reflects interest income recorded on nonaccrual loans prior to them being placed on nonaccrual status and interest income recorded on accruing TDRs. Credit Quality Indicators The Company tracks credit quality based on its internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type. 90 Table of Contents The following describes the Company’s internal risk grades in ascending order of likelihood of loss: Risk Grade Description Pass: 1 Loans with virtually no risk, including cash secured loans. 2 Loans with documented significant overall financial strength. These loans have minimum chance of loss due to the presence of multiple sources of repayment – each clearly sufficient to satisfy the obligation. 3 Loans with documented satisfactory overall financial strength. These loans have a low loss potential due to presence of at least two clearly identified sources of repayment – each of which is sufficient to satisfy the obligation under the present circumstances. 4 Loans to borrowers with acceptable financial condition. These loans could have signs of minor operational weaknesses, lack of adequate financial information, or loans supported by collateral with questionable value or marketability. 5 Loans that represent above average risk due to minor weaknesses and warrant closer scrutiny by management. Collateral is generally available and felt to provide reasonable coverage with realizable liquidation values in normal circumstances. Repayment performance is satisfactory. P (Pass) Consumer loans (<$500,000) that are of satisfactory credit quality with borrowers who exhibit good personal credit history, average personal financial strength and moderate debt levels. These loans generally conform to Bank policy, but may include approved mitigated exceptions to the guidelines. Special Mention: 6 Existing loans with defined weaknesses in primary source of repayment that, if not corrected, could cause a loss to the Company. Classified: 7 An existing loan inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. 8 Loans that have a well-defined weakness that make the collection or liquidation in full highly questionable and improbable. Loss appears imminent, but the exact amount and timing is uncertain. 9 Loans that are considered uncollectible and are in the process of being charged-off. This grade is a temporary grade assigned for administrative purposes until the charge-off is completed. F (Fail) Consumer loans (<$500,000) with a well-defined weakness, such as exceptions of any kind with no mitigating factors, history of paying outside the terms of the note, insufficient income to support the current level of debt, etc. The following table presents the Company’s recorded investment in loans by credit quality indicators by year of origination or renewal as of December 31, 2021 under the CECL methodology. Acquired loans are presented in the year originated, not in the year of acquisition. 91 Table of Contents Term Loans by Year of Origination ($ in thousands) 2021 2020 2019 2018 2017 Prior Revolving Total Commercial, financial, and agricultural Pass $ 204,945 138,540 71,369 66,645 16,009 17,492 112,933 627,933 Special Mention 225 1,255 1,313 2,729 225 9 2,348 8,104 Classified 1,609 793 1,703 7,096 511 96 1,152 12,960 Total commercial, financial, and agricultural 206,779 140,588 74,385 76,470 16,745 17,597 116,433 648,997 Real estate – construction, land development & other land loans Pass 573,613 133,888 69,066 12,455 9,764 8,190 13,737 820,713 Special Mention 41 737 5,095 110 104 2 9 6,098 Classified 1,541 49 47 83 14 4 — 1,738 Total real estate – construction, land development & other land loans 575,195 134,674 74,208 12,648 9,882 8,196 13,746 828,549 Real estate – mortgage – residential (1-4 family) first mortgages Pass 241,619 224,617 120,097 82,531 86,074 234,950 11,051 1,000,939 Special Mention 888 615 516 229 323 3,237 94 5,902 Classified 419 156 535 1,185 653 11,246 931 15,125 Total real estate – mortgage – residential (1-4 family) first mortgages 242,926 225,388 121,148 83,945 87,050 249,433 12,076 1,021,966 Real estate – mortgage – home equity loans / lines of credit Pass 3,111 498 439 1,304 245 1,649 317,319 324,565 Special Mention 194 — 15 — — 19 1,341 1,569 Classified 75 97 71 — — 607 4,948 5,798 Total real estate – mortgage – home equity loans / lines of credit 3,380 595 525 1,304 245 2,275 323,608 331,932 Real estate – mortgage – commercial and other Pass 1,328,156 796,992 355,885 211,118 197,165 197,659 66,104 3,153,079 Special Mention 1,759 4,849 5,801 3,741 2,072 1,801 1,440 21,463 Classified 7,147 413 2,110 6,025 3,897 603 — 20,195 Total real estate – mortgage – commercial and other 1,337,062 802,254 363,796 220,884 203,134 200,063 67,544 3,194,737 Consumer loans Pass 14,960 25,431 2,965 1,722 673 525 10,810 57,086 Special Mention — 4 — — — — — 4 Classified — 73 — 8 — 25 42 148 Total consumer loans 14,960 25,508 2,965 1,730 673 550 10,852 57,238 Total $ 2,380,302 1,329,007 637,027 396,981 317,729 478,114 544,259 6,083,419 Unamortized net deferred loan fees ( 1,704 ) Total loans 6,081,715 92 Table of Contents At December 31, 2021, as derived from the table above, the Company had $ 43.1 million in loans graded as Special Mention and $ 56.0 million in loans graded as Classified, which includes all nonaccrual loans. In the table above, substantially all of the "Classified Loans" have grades of 7 or Fail, with those categories having similar levels of risk. The amount of revolving lines of credit that converted to term loans during the period was immaterial. The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2020 under the Incurred Loss methodology. ($ in thousands) Pass Special Mention Loans Classified Accruing Loans Classified Nonaccrual Loans Total Commercial, financial, and agricultural $ 762,091 9,553 1,087 9,681 782,412 Real estate – construction, land development & other land loans 560,845 7,877 1,157 643 570,522 Real estate – mortgage – residential (1-4 family) first mortgages 943,455 7,609 11,039 6,048 968,151 Real estate – mortgage – home equity loans / lines of credit 297,795 1,468 5,560 1,333 306,156 Real estate – mortgage – commercial and other 1,988,684 34,588 4,801 17,191 2,045,264 Consumer loans 53,488 80 169 180 53,917 Purchased credit impaired 6,901 85 1,605 — 8,591 Total $ 4,613,259 61,260 25,418 35,076 4,735,013 Unamortized net deferred loan (fees) costs ( 3,698 ) Total loans 4,731,315 Troubled Debt Restructurings The restructuring of a loan is considered a TDR if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, extension of terms and other actions intended to minimize potential losses. The vast majority of the Company’s TDRs modified during the years ended December 31, 2021, 2020, and 2019 related to interest rate reductions combined with extension of terms. The Company does not generally grant principal forgiveness. The Company’s TDRs can be classified as either nonaccrual or accruing based on the loan’s payment status. The TDRs that are nonaccrual are reported within the nonaccrual loan totals presented previously. 93 Table of Contents The following table presents information related to loans modified in a TDR during the year ended December 31, 2021. For the year ended December 31, 2021 ($ in thousands, except number of contracts) Number of Contracts Pre- Modification Restructured Balances Post- Modification Restructured Balances TDRs – Accruing Commercial, financial, and agricultural — $ — — Real estate – construction, land development & other land loans — — — Real estate – mortgage – residential (1-4 family) first mortgages 1 33 33 Real estate – mortgage – home equity loans / lines of credit — — — Real estate – mortgage – commercial and other — — — Consumer loans — — — TDRs – Nonaccrual Commercial, financial, and agricultural 5 1,438 1,435 Real estate – construction, land development & other land loans 1 75 75 Real estate – mortgage – residential (1-4 family) first mortgages 1 263 263 Real estate – mortgage – home equity loans / lines of credit — — — Real estate – mortgage – commercial and other 4 1,729 1,729 Consumer loans — — — Total TDRs arising during period 12 $ 3,538 3,535 The following table presents information related to loans modified in a TDR during the year ended December 31, 2020. For the year ended December 31, 2020 ($ in thousands, except number of contracts) Number of Contracts Pre- Modification Restructured Balances Post- Modification Restructured Balances TDRs – Accruing Commercial, financial, and agricultural 2 $ 143 143 Real estate – construction, land development & other land loans 1 67 67 Real estate – mortgage – residential (1-4 family) first mortgages 2 75 78 Real estate – mortgage – home equity loans / lines of credit — — — Real estate – mortgage – commercial and other — — — Consumer loans 1 4 4 TDRs – Nonaccrual Commercial, financial, and agricultural 1 72 72 Real estate – construction, land development & other land loans — — — Real estate – mortgage – residential (1-4 family) first mortgages — — — Real estate – mortgage – home equity loans / lines of credit — — — Real estate – mortgage – commercial and other 5 5,977 5,977 Consumer loans — — — Total TDRs arising during period 12 $ 6,338 6,341 94 Table of Contents The following table presents information related to loans modified in a TDR during the year ended December 31, 2019. . For the year ended December 31, 2019 ($ in thousands, except number of contracts) Number of Contracts Pre- Modification Restructured Balances Post- Modification Restructured Balances TDRs – Accruing Commercial, financial, and agricultural 2 $ 395 395 Real estate – construction, land development & other land loans — — — Real estate – mortgage – residential (1-4 family) first mortgages 3 387 391 Real estate – mortgage – home equity loans / lines of credit — — — Real estate – mortgage – commercial and other 1 274 274 Consumer loans — — — TDRs – Nonaccrual Commercial, financial, and agricultural — — — Real estate – construction, land development & other land loans — — — Real estate – mortgage – residential (1-4 family) first mortgages — — — Real estate – mortgage – home equity loans / lines of credit — — — Real estate – mortgage – commercial and other — — — Consumer loans — — — Total TDRs arising during period 6 $ 1,056 1,060 Accruing TDRs that were modified in the previous 12 months and that defaulted during the years ended December 31, 2021, 2020, and 2019 are presented in the table below. The Company considers a loan to have defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to foreclosed real estate. For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 ($ in thousands) Number of Contracts Recorded Investment Number of Contracts Recorded Investment Number of Contracts Recorded Investment Accruing TDRs that subsequently defaulted Real estate – mortgage – residential (1-4 family first mortgages) — $ — — — 1 93 Real estate – mortgage – commercial and other — — 1 274 — — Total accruing TDRs that subsequently defaulted — $ — 1 274 1 93 Concentration of Credit Risk Most of the Company's business activity is with customers located within the markets where it has banking operations. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy within its markets. Approximately 88 % of the Company's loan portfolio is secured by real estate and is therefore susceptible to changes in real estate valuations. 95 Table of Contents Allowance for Credit Losses - Unfunded Loan Commitments In addition to the ACL on loans, the Company maintains an allowance for lending-related commitments such as unfunded loan commitments and letters of credit. Under CECL, 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 allowance for lending-related commitments on 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 credit losses for unfunded loan commitments of $ 13.5 million and $ 0.6 million at December 31, 2021 and December 31, 2020, respectively, is separately classified on the balance sheet within the line items "Other Liabilities." The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the year ended December 31, 2021. ($ in thousands) Total Allowance for Credit Losses - Unfunded Loan Commitments Beginning balance at December 31, 2020 $ 582 Adjustment for implementation of CECL on January 1, 2021 7,504 Charge-offs — Recoveries — Day 2 provision for credit losses on unfunded commitments acquired from Select 3,982 Provision for credit losses on changes in unfunded commitments 1,438 Ending balance at December 31, 2021 $ 13,506 Allowance for Credit Losses - Securities Held to Maturity As previously discussed, there was no ACL for securities HTM at December 31, 2021. Note 5. Premises and Equipment Premises and equipment at December 31, 2021 and 2020 consisted of the following: ($ in thousands) 2021 2020 Land $ 45,398 38,584 Buildings 112,622 103,232 Furniture and equipment 31,099 30,097 Leasehold improvements 2,028 3,054 Total cost 191,147 174,967 Less accumulated depreciation and amortization ( 55,055 ) ( 54,465 ) Total premises and equipment $ 136,092 120,502 Depreciation expense amounted to $ 6.2 million, $ 5.8 million, and $ 5.8 million for the years ended December 31, 2021, 2020, and 2019, respectively, and is recorded in occupancy expense. 96 Table of Contents Note 6. Goodwill and Other Intangible Assets The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of December 31, 2021 and December 31, 2020 and the carrying amount of unamortizable intangible assets as of those same dates. December 31, 2021 December 31, 2020 ($ in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable intangible assets: Customer lists $ 2,700 1,386 7,613 2,814 Core deposit intangibles 29,050 18,076 28,440 23,832 SBA servicing asset 11,932 6,460 9,976 4,188 Other 100 33 1,403 1,232 Total $ 43,782 25,955 47,432 32,066 Unamortizable intangible assets: Goodwill $ 364,263 239,272 Customer lists are generally amortized over 5 years and core deposit intangibles are generally amortized over 10 years, both at an accelerated rate. As discussed in Note 1, SBA servicing assets are recorded for the portions of SBA loans that the Company has sold but continues to service for a fee. Servicing assets are initially recorded at fair value, amortized over the expected lives of the related loans, and are periodically tested for impairment. SBA guarantee servicing fees and SBA servicing asset amortization expense are both recorded within noninterest income within the line item "Other service charges, commissions, and fees." As derived from the table above, the Company had a SBA servicing asset at December 31, 2021 with a remaining book value of $ 5.5 million. The Company recorded $ 2.0 million and $ 2.2 million in servicing assets associated with the guaranteed portion of SBA loans sold during 2021 and 2020, respectively. During 2021, 2020, and 2019, the Company recorded $ 3.9 million, $ 3.3 million, and $ 2.6 million, respectively, in SBA guarantee servicing fee income, and $ 2.3 million, $ 1.8 million, and $ 1.3 million, respectively, in related amortization expense. At December 31, 2021 and 2020, the Company serviced SBA for others totaling $ 414.2 million and $ 395.4 million, respectively. There were no other loans serviced for others in any year presented. Goodwill is evaluated for impairment on at least an annual basis, with the annual evaluation occurring on October 31st of each year. Goodwill is also evaluated for impairment any time there is a triggering event indicating that impairment may have occurred. During 2020, in addition to the annual impairment evaluation, due to the COVID-19 pandemic, the Company evaluated its goodwill for impairment at each of the first three quarter ends of 2020, with each evaluation indicating that there was no impairment. Due to improving economic conditions and increases in the Company's stock price and market capitalization at year end 2020 and throughout 2021, no triggering events were identified, and therefore, the Company did not perform interim impairment evaluations subsequent to the third quarter of 2020. Each of the Company's goodwill impairment evaluations for the periods presented, including the most recent October 2021 evaluation, indicated that there was no goodwill impairment. The following table presents the changes in carrying amounts of goodwill: ($ in thousands) Total Goodwill Balance at December 31, 2019 $ 234,368 Additions from acquisition of Magnolia Financial 4,904 Balance at December 31, 2020 239,272 Additions from acquisition of Select 132,356 Reduction from disposal of First Bank Insurance Services, Inc. ( 7,365 ) Balance at December 31, 2021 $ 364,263 97 Table of Contents In addition to the changes in goodwill presented above, activity for other intangibles related to transactions since January 1, 2020 are presented as follows. Refer to Note 2 for additional discussion of the transactions. • In connection with the Select acquisition on October 15, 2021, the Company recorded $ 9.2 million in core deposit intangibles. • Related to the sale of First Bank Insurance Services, Inc., customer lists with a carrying value of $ 2.8 million were derecognized. • In connection with the acquisition of Magnolia Financial on September 1, 2020, the Company recorded $ 1.6 million in other amortizable intangible assets. Amortization expense of all other intangible assets, excluding the SBA servicing asset, totaled $ 3.5 million, $ 4.0 million, and $ 4.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. The following table presents the estimated amortization expense schedule related to acquisition-related amortizable intangible assets for each of the five calendar years ending December 31, 2026 and the estimated amount amortizable thereafter. These amounts will be recorded as "Intangibles amortization expense" within the noninterest expense section of the Consolidated Statements of Income. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortizable intangible assets. ($ in thousands) Estimated Amortization Expense 2022 $ 3,684 2023 2,545 2024 1,718 2025 1,358 2026 962 Thereafter 2,088 Total $ 12,355 Note 7. Income Taxes The components of income tax expense for the years ended December 31, 2021, 2020, and 2019 are as follows: ($ in thousands) 2021 2020 2019 Current - Federal $ 25,742 27,799 19,920 - State 3,733 3,909 2,499 Deferred - Federal ( 4,247 ) ( 8,893 ) 1,572 - State ( 553 ) ( 1,161 ) 239 Total $ 24,675 21,654 24,230 98 Table of Contents The sources and tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) at December 31, 2021 and 2020 are presented below: ($ in thousands) 2021 2020 Deferred tax assets: Allowance for credit losses on loans $ 18,102 12,031 Allowance for credit losses on unfunded commitments 3,103 — Excess book over tax pension plan cost 467 367 Deferred compensation 571 257 Federal & state net operating loss and tax credit carryforwards 206 282 Accruals, book versus tax 4,235 3,232 Pension 81 418 Unrealized losses on securities available for sale 7,369 — Foreclosed real estate 20 123 Basis differences in assets acquired in FDIC transactions 504 647 Purchase accounting adjustments 4,076 — Equity compensation 694 661 Partnership investments 310 258 Leases 108 120 SBA servicing asset 108 358 All other 101 3 Gross deferred tax assets 40,055 18,757 Less: Valuation allowance ( 10 ) ( 14 ) Net deferred tax assets 40,045 18,743 Deferred tax liabilities: Loan fees ( 2,840 ) ( 1,011 ) Depreciable basis of fixed assets ( 5,790 ) ( 4,809 ) Amortizable basis of intangible assets ( 10,328 ) ( 7,965 ) FHLB stock dividends — ( 236 ) Trust preferred securities ( 453 ) ( 473 ) Unrealized gain on securities available for sale — ( 4,699 ) Gross deferred tax liabilities ( 19,411 ) ( 19,193 ) Net deferred tax asset (liability) - included in other assets (liabilities) $ 20,634 ( 450 ) The valuation allowances for 2021 and 2020 related primarily to state net operating loss carryforwards. It is management’s belief that the realization of the remaining net deferred tax assets is more likely than not. The Company had no significant uncertain tax positions, and thus no reserve for uncertain tax positions has been recorded. Additionally, the Company determined that it has no material unrecognized tax benefits that if recognized would affect the effective tax rate. The Company’s general policy is to record tax penalties and interest as a component of “other operating expenses.” The Company is subject to routine audits of its tax returns by the Internal Revenue Service and various state taxing authorities. The Company’s tax returns are subject to income tax audit by federal and state agencies beginning with the year 2018. There are no indications of any material adjustments relating to any examination currently being conducted by any taxing authority. Retained earnings at December 31, 2021 and 2020 included approximately $ 6.9 million representing pre-1988 tax bad debt reserve base year amounts for which no deferred income tax liability has been provided since these reserves are not expected to reverse or may never reverse. Circumstances that would require an accrual of a portion or all of this unrecorded tax liability are a reduction in qualifying loan levels relative to the end of 1987, failure to meet the definition of a bank, dividend payments in excess of accumulated tax earnings and profits, or other distributions in dissolution, liquidation or redemption of the Bank’s stock. 99 Table of Contents The following is a reconcilement of federal income tax expense at the statutory rate of 21% at December 31, 2021 and December 31, 2020 and December 31, 2019, to the income tax provision reported in the financial statements. ($ in thousands) 2021 2020 2019 Tax provision at statutory rate $ 25,266 21,657 24,418 Increase (decrease) in income taxes resulting from: Tax-exempt interest income ( 1,589 ) ( 1,050 ) ( 1,186 ) Low income housing tax credits ( 1,229 ) ( 772 ) ( 756 ) Bank-owned life insurance income ( 589 ) ( 532 ) ( 538 ) Non-deductible interest expense 14 23 43 State income taxes, net of federal benefit 2,472 2,117 2,178 Nondeductible merger expenses 242 — — Change in valuation allowance ( 10 ) ( 20 ) 4 Impact of tax reform — — ( 73 ) Other, net 98 231 140 Total $ 24,675 21,654 24,230 Note 8. Deposits At December 31, 2021, the scheduled maturities of time deposits were as follows: ($ in thousands) 2022 $ 735,619 2023 102,337 2024 23,358 2025 21,405 2026 19,708 Thereafter 10,012 $ 912,439 Deposits received from executive officers and directors and their associates totaled approximately $ 2.5 million and $ 4.4 million at December 31, 2021 and 2020, respectively. Deposit overdrafts of approximately $ 0.9 million and $ 0.5 million at December 31, 2021 and 2020 are included within "Loans" on the Consolidated Balance Sheets. As of December 31, 2021 and 2020, the Company held $ 363.8 million and $ 375.7 million, respectively, in time deposits of more than $ 250,000 (which is the current FDIC insurance limit for insured deposits as of December 31, 2021). Brokered deposits were $ 7.4 million and $ 20.2 million at December 31, 2021 and 2020, respectively. Total reciprocal deposits through CDARS and ICS were $ 12.6 million and $ 6.8 million at December 31, 2021 and 2020, respectively. 100 Table of Contents Note 9. Borrowings and Borrowings Availability The following tables present information regarding the Company’s outstanding borrowings at December 31, 2021 and 2020 - dollars are in thousands: Description – 2021 Due date Call Feature 2021 Amount Interest Rate FHLB Principal Reducing Credit 7/24/2023 None $ 79 1.00 % fixed FHLB Principal Reducing Credit 12/22/2023 None 952 1.25 % fixed FHLB Principal Reducing Credit 6/26/2028 None 225 0.25 % fixed FHLB Principal Reducing Credit 7/17/2028 None 44 0.00 % fixed FHLB Principal Reducing Credit 8/18/2028 None 166 1.00 % fixed FHLB Principal Reducing Credit 8/22/2028 None 166 1.00 % fixed FHLB Principal Reducing Credit 12/20/2028 None 342 0.50 %fixed Trust Preferred Securities 1/23/2034 Quarterly by Company beginning 1/23/2009 20,620 2.83 % at 12/31/21 adjustable rate 3 month LIBOR + 2.70 % Trust Preferred Securities 6/15/2036 Quarterly by Company beginning 6/15/2011 25,774 1.59 % at 12/31/21 adjustable rate 3 month LIBOR + 1.39 % Trust Preferred Securities 1/7/2035 Quarterly by Company beginning 1/7/2010 10,310 2.12 % at 12/31/21 adjustable rate 3 month LIBOR + 2.00 % Trust Preferred Securities 9/20/2034 Quarterly by Company beginning 9/20/2009 12,372 2.27 % at 12/31/21 adjustable rate 3 month LIBOR + 2.15 % Total borrowings / weighted average rate as of December 31, 2021 71,050 2.24 % Unamortized discount on acquired borrowings ( 3,664 ) Total borrowings $ 67,386 101 Table of Contents Description – 2020 Due date Call Feature 2020 Amount Interest Rate FHLB Principal Reducing Credit 7/24/2023 None $ 124 1.00 % fixed FHLB Principal Reducing Credit 12/22/2023 None 991 1.25 % fixed FHLB Principal Reducing Credit 1/15/2026 None 5,500 1.98 % fixed FHLB Principal Reducing Credit 6/26/2028 None 235 0.25 % fixed FHLB Principal Reducing Credit 7/17/2028 None 49 0.00 % fixed FHLB Principal Reducing Credit 8/18/2028 None 174 1.00 % fixed FHLB Principal Reducing Credit 8/22/2028 None 174 1.00 % fixed FHLB Principal Reducing Credit 12/20/2028 None 355 0.50 % fixed Other Borrowing 4/7/2022 None 103 1.00 % fixed Trust Preferred Securities 1/23/2034 Quarterly by Company beginning 1/23/2009 20,620 2.91 % at 12/31/20 adjustable rate 3 month LIBOR + 2.70 % Trust Preferred Securities 6/15/2036 Quarterly by Company beginning 6/15/2011 25,774 1.61 % at 12/31/20 adjustable rate 3 month LIBOR + 1.39 % Trust Preferred Securities 1/7/2035 Quarterly by Company beginning 1/7/2010 10,310 2.24 % at 12/31/20 adjustable rate 3 month LIBOR + 2.00 % Total borrowings / weighted average rate as of December 31, 2020 64,409 2.22 % Unamortized discount on acquired borrowings ( 2,580 ) Total borrowings $ 61,829 All outstanding FHLB borrowings may be accelerated immediately by the FHLB in certain circumstances, including material adverse changes in the condition of the Company or if the Company’s qualifying collateral amounts to less than that required under the terms of the FHLB borrowing agreement. In the above table there were no short-term borrowings (original maturity terms of less than 3 months) at December 31, 2021 or December 31, 2020. In the above tables, the $ 20.6 million in borrowings due on January 23, 2034 relate to borrowings structured as trust preferred capital securities that were issued by First Bancorp Capital Trusts II and III ($ 10.3 million by each trust), which are unconsolidated subsidiaries of the Company, on December 19, 2003 and qualify as capital for regulatory capital adequacy requirements. These unsecured debt securities became callable by the Company at par on any quarterly interest payment date beginning on January 23, 2009. The interest rate on these debt securities adjusts on a quarterly basis at a rate of three-month LIBOR plus 2.70 %. In the above tables, the $ 25.8 million in borrowings due on June 15, 2036 relate to borrowings structured as trust preferred capital securities that were issued by First Bancorp Capital Trust IV, an unconsolidated subsidiary of the Company, on April 13, 2006 and qualify as capital for regulatory capital adequacy requirements. These unsecured debt securities became callable by the Company at par on any quarterly interest payment date beginning on June 15, 2011. The interest rate on these debt securities adjusts on a quarterly basis at a rate of three-month LIBOR plus 1.39 %. In the above tables, the $ 10.3 million in borrowings due on January 7, 2035 relate to borrowings structured as trust preferred capital securities that were issued by Carolina Capital Trust, an unconsolidated subsidiary of the Company. The Company acquired Carolina Bank Holdings, Inc. and its subsidiary, Carolina Capital Trust, on March 3, 2017. These unsecured debt securities qualify as capital for regulatory capital adequacy requirements and became callable by the Company at par on any quarterly interest payment date beginning on January 7, 2010. The interest rate on these debt securities adjusts on a quarterly basis at a rate of three-month LIBOR plus 2.00 %. In the above tables, the $ 12.4 million in borrowings due on September 20, 2034 relate to borrowings structured as trust preferred capital securities that were issued by New Century Statutory Trust I, an unconsolidated subsidiary of the Company. The Company acquired Select Bancorp, Inc. and its subsidiary, New Century Statutory Trust I, on 102 Table of Contents October 15, 2021. These unsecured debt securities qualify as capital for regulatory capital adequacy requirements and became callable by the Company at par on any quarterly interest payment date beginning on September 20, 2009. The interest rate on these debt securities adjusts on a quarterly basis at a rate of three-month LIBOR plus 2.15 %. At December 31, 2021, the Company had three sources of readily available borrowing capacity – 1) an approximately $ 866 million line of credit with the FHLB, of which $ 2 million was outstanding at December 31, 2021 and $ 8 million was outstanding at December 31, 2020, 2) a $ 100 million federal funds line of credit with a correspondent bank, of which none was outstanding at December 31, 2021 or 2020, and 3) an approximately $ 138 million line of credit through the Federal Reserve discount window, of which none was outstanding at December 31, 2021 or 2020. The Company’s line of credit with the FHLB totaling approximately $ 866 million can be structured as either short-term or long-term borrowings, depending on the particular funding or liquidity needs and is secured by the Company’s FHLB stock and a blanket lien on most of its real estate loan portfolio. The Company’s correspondent bank relationship allows the Company to purchase up to $ 100 million in federal funds on an overnight, unsecured basis (federal funds purchased). The Company had no borrowings outstanding under this line at December 31, 2021 or 2020. The Company has a line of credit with the Federal Reserve discount window. This line is secured by a blanket lien on a portion of the Company’s commercial and consumer loan portfolio (excluding real estate). Based on the collateral owned by the Company as of December 31, 2021, the available line of credit was approximately $ 138 million. The Company had no borrowings outstanding under this line of credit at December 31, 2021 or 2020. Note 10. Leases The Company enters into leases in the normal course of business. As of December 31, 2021, the Company leased 17 branch offices for which the land and buildings are leased and 10 branch offices for which the land is leased but the building is owned. The Company also leases office space for several operational departments. All of the Company’s leases are operating leases under applicable accounting standards and the lease agreements have maturity dates ranging from March 2022 through May 2076, some of which include options for multiple five - and ten-year extensions. The Company includes lease extension options in the lease term if, after considering relevant economic, market, and strategic factors, it is reasonably certain the Company will exercise the option. The weighted average remaining life of the lease term for these leases was 19.4 years as of December 31, 2021. Certain of the Company's lease agreements include variable lease payments based on changes in inflation, with the impact of that factor being insignificant to the Company's total lease expense. As permitted by applicable accounting standards, the Company has elected not to recognize leases with original lease terms of 12 months or less (short-term leases) on the Company's Consolidated Balance Sheets. The short-term lease cost for each period presented was insignificant. Leases are classified as either operating or finance leases at the lease commencement date, and as previously noted, all of the Company's leases have been determined to be operating leases. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its incremental borrowing rate, on a collateralized basis, at lease commencement to calculate the present value of lease payments when the rate implicit in the lease is not known. The weighted average discount rate for leases was 2.87 % as of December 31, 2021. The right-of-use assets and lease liabilities were $ 20.7 million and $ 21.2 million as of December 31, 2021, respectively, and were $ 17.5 million and $ 17.9 million as of December 31, 2020, respectively. Total operating lease expense charged to operations under all operating lease agreements was $ 2.6 million in 2021, $ 2.9 million in 2020, and $ 2.6 million in 2019. 103 Table of Contents Future undiscounted lease payments for operating leases with initial terms of one year or more as of December 31, 2021 are as follows: ($ in thousands) Year ending December 31: 2022 $ 2,383 2023 2,460 2024 2,164 2025 1,707 2026 1,685 Thereafter 22,499 Total undiscounted lease payments 32,898 Less effect of discounting ( 11,706 ) Present value of estimated lease payments (lease liability) $ 21,192 Note 11. Employee Benefit Plans 401(k) Plan . The Company sponsors a retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code ("IRC"). New employees who have met the age requirement are automatically enrolled in the plan at a 6 % deferral rate. The automatic deferral can be modified by the employee at any time. An eligible employee may contribute up to 15 % of annual salary to the plan, not to exceed IRC limits. The Company’s matches 100 % of the employee’s contribution up to 6 %. The Company’s matching contribution expense was $ 4.3 million, $ 4.3 million, and $ 4.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. Although discretionary contributions by the Company are permitted by the plan, the Company did not make any such contributions in the years presented. The Company’s matching and discretionary contributions are made according to the same investment elections each participant has established for their deferral contributions. Pension Plan . Historically, the Company offered a noncontributory defined benefit retirement plan (the “Pension Plan”) that qualified under Section 401(a) of the IRC. The Pension Plan provided for a monthly payment, at normal retirement age of 65, equal to one-twelfth of the sum of (i) 0.75 % of Final Average Annual Compensation ( five highest consecutive calendar years’ earnings out of the last ten years of employment) multiplied by the employee’s years of service not in excess of 40 years, and (ii) 0.65 % of Final Average Annual Compensation in excess of the average social security wage base multiplied by years of service not in excess of 35 years. Benefits were fully vested after five years of service. Effective December 31, 2012, the Company froze the Pension Plan for all participants. The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to be deductible for income tax purposes. As discussed below, the contributions are invested to provide for benefits under the Pension Plan. The Company did not make any contributions to the Pension Plan for the years presented. The Company also does not expect to contribute to the Pension Plan in 2022. The following table reconciles the beginning and ending balances of the Pension Plan’s benefit obligation, as computed by the Company’s independent actuarial consultants, and its plan assets, with the difference between the two amounts representing the funded status of the Pension Plan as of the end of the respective year. 104 Table of Contents ($ in thousands) 2021 2020 2019 Change in benefit obligation Benefit obligation at beginning of year $ 44,750 41,592 36,354 Service cost — — — Interest cost 981 1,223 1,482 Actuarial (gain) loss ( 2,041 ) 3,788 5,492 Benefits paid ( 2,033 ) ( 1,853 ) ( 1,736 ) Benefit obligation at end of year 41,657 44,750 41,592 Change in plan assets Plan assets at beginning of year 48,167 43,824 39,170 Actual return on plan assets ( 1,230 ) 6,196 6,390 Employer contributions — — — Benefits paid ( 2,033 ) ( 1,853 ) ( 1,736 ) Plan assets at end of year 44,904 48,167 43,824 Funded status at end of year $ 3,247 3,417 2,232 The accumulated benefit obligation related to the Pension Plan was $ 41.7 million, $ 44.8 million, and $ 41.6 million at December 31, 2021, 2020, and 2019, respectively. The following table presents information regarding the amounts recognized in the Consolidated Balance Sheets at December 31, 2021 and 2020 as it relates to the Pension Plan, excluding the related deferred tax assets. ($ in thousands) 2021 2020 Other assets $ 3,247 3,417 The following table presents information regarding the amounts recognized in accumulated other comprehensive income (loss) (“AOCI”) at December 31, 2021 and 2020, as it relates to the Pension Plan. ($ in thousands) 2021 2020 Net loss $ ( 1,441 ) ( 1,771 ) Prior service cost — — Amount recognized in AOCI before tax effect ( 1,441 ) ( 1,771 ) Tax benefit 331 407 Net amount recognized as decrease to AOCI $ ( 1,110 ) ( 1,364 ) The following table reconciles the beginning and ending balances of AOCI at December 31, 2021 and 2020, as it relates to the Pension Plan: ($ in thousands) 2021 2020 Accumulated other comprehensive loss at beginning of fiscal year $ ( 1,364 ) ( 2,866 ) Net (loss) gain arising during period ( 247 ) 1,107 Amortization of unrecognized actuarial loss 577 843 Tax benefit of changes during the year, net ( 76 ) ( 448 ) Accumulated other comprehensive loss at end of fiscal year $ ( 1,110 ) ( 1,364 ) 105 Table of Contents The following table reconciles the beginning and ending balances of the prepaid pension cost related to the Pension Plan: ($ in thousands) 2021 2020 Prepaid pension cost as of beginning of fiscal year $ 5,188 5,954 Net periodic pension cost for fiscal year ( 499 ) ( 766 ) Actual employer contributions — — Prepaid pension asset as of end of fiscal year $ 4,689 5,188 Net pension cost for the Pension Plan included the following components for the years ended December 31, 2021, 2020, and 2019: ($ in thousands) 2021 2020 2019 Service cost – benefits earned during the period $ — — — Interest cost on projected benefit obligation 981 1,223 1,482 Expected return on plan assets ( 1,059 ) ( 1,300 ) ( 1,562 ) Net amortization and deferral 577 843 977 Net periodic pension cost $ 499 766 897 The following table is an estimate of the benefits that will be paid in accordance with the Pension Plan during the indicated time periods, assuming the Pension Plan is operated on an ongoing basis. ($ in thousands) Estimated benefit payments Year ending December 31, 2022 $ 1,919 Year ending December 31, 2023 1,976 Year ending December 31, 2024 2,029 Year ending December 31, 2025 2,112 Year ending December 31, 2026 2,149 Years ending December 31, 2027-2031 11,086 The investment objective of the Company’s Pension Plan is to ensure that there are sufficient assets to fund regular pension benefits payable to employees over the long-term life of the plan. The Plan seeks to allocate plan assets in a manner that is closely duration-matched with the actuarial projected cash flows of the Plan liabilities, consistent with prudent standards for preservation of capital, tolerance of investment risk, and maintenance of liquidity. Assets of the Plan are held by Fidelity Investments as Trustee. In 2018, the Pension Plan adopted a liability-driven investment strategy to help meet these objectives. This strategy employs a structured fixed-income portfolio designed to reduce volatility in the Plan’s future funding requirements and funding status. This is accomplished by using a blend of high quality corporate and government fixed-income securities, with both intermediate and long-term durations. Generally, the value of these fixed income securities is inversely correlated to changes in market interest rates, which substantially offsets changes in the value of the pension benefit obligation caused by changes in the interest rate used to discount plan liabilities. The fair values of the Company’s pension plan assets at December 31, 2021, by asset category, were as follows: ($ in thousands) Total Fair Value at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 267 — 267 — Investment funds Fixed income funds 44,637 — 44,637 — Total $ 44,904 — 44,904 — 106 Table of Contents The fair values of the Company’s pension plan assets at December 31, 2020, by asset category, were as follows: ($ in thousands) Total Fair Value at December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 337 — 337 — Investment funds Fixed income funds 47,830 — 47,830 — Total $ 48,167 — 48,167 — The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2021 and 2020. - Cash and cash equivalents: Valued at net asset value (“NAV”), which can be validated with a sufficient level of observable activity (i.e. purchases and sales at NAV), and therefore, the funds were classified within Level 2 of the fair value hierarchy. - Fixed income funds consist of commingled funds that primarily include investments in U.S. government securities and corporate bonds. The commingled funds also include an insignificant portion of investments in other asset-based securities, municipal securities, etc. The commingled funds are valued at the NAV for the units in the fund. The NAV, as provided by the Trustee, is used as practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund. Supplemental Executive Retirement Plan . Historically, the Company sponsored a Supplemental Executive Retirement Plan (the “SERP”) for the benefit of certain senior management executives of the Company. The purpose of the SERP was to provide additional monthly pension benefits to ensure that each such senior management executive would receive lifetime monthly pension benefits equal to 3 % of his or her final average compensation multiplied by his or her years of service (maximum of 20 years) to the Company or its subsidiaries, subject to a maximum of 60 % of his or her final average compensation. The amount of a participant’s monthly SERP benefit is reduced by (i) the amount payable under the Company’s Pension Plan (described above), and (ii) 50 % of the participant’s primary social security benefit. Final average compensation means the average of the five highest consecutive calendar years of earnings during the last ten years of service prior to termination of employment. The SERP is an unfunded plan. Payments are made from the general assets of the Company. Effective December 31, 2012, the Company froze the SERP to all participants. The following table reconciles the beginning and ending balances of the SERP’s benefit obligation, as computed by the Company’s independent actuarial consultants: ($ in thousands) 2021 2020 2019 Change in benefit obligation Projected benefit obligation at beginning of year $ 5,982 5,638 5,794 Service cost — — — Interest cost 119 158 219 Actuarial (gain) loss ( 1,119 ) 517 23 Benefits paid ( 322 ) ( 331 ) ( 398 ) Projected benefit obligation at end of year 4,660 5,982 5,638 Plan assets — — — Funded status at end of year $ ( 4,660 ) ( 5,982 ) ( 5,638 ) The accumulated benefit obligation related to the SERP was $ 4.7 million, $ 6.0 million, and $ 5.6 million at December 31, 2021, 2020, and 2019, respectively. The following table presents information regarding the amounts recognized in the Consolidated Balance Sheets at December 31, 2021 and 2020 as it relates to the SERP, excluding the related deferred tax assets. 107 Table of Contents ($ in thousands) 2021 2020 Other liabilities $ ( 4,660 ) ( 5,982 ) The following table presents information regarding the amounts recognized in AOCI at December 31, 2021 and 2020, as it relates to the SERP: ($ in thousands) 2021 2020 Net gain (loss) $ 1,088 ( 46 ) Prior service cost — — Amount recognized in AOCI before tax effect 1,088 ( 46 ) Tax (expense) benefit ( 250 ) 11 Net amount recognized as (decrease) increase to AOCI $ 838 ( 35 ) The following table reconciles the beginning and ending balances of AOCI at December 31, 2021 and 2020, as it relates to the SERP: ($ in thousands) 2021 2020 Accumulated other comprehensive income (loss) at beginning of fiscal year $ ( 35 ) 484 Net gain (loss) arising during period 1,119 ( 517 ) Prior service cost — — Amortization of unrecognized actuarial (loss) gain 15 ( 157 ) Amortization of prior service cost and transition obligation — — Tax (expense) benefit related to changes during the year, net ( 261 ) 155 Accumulated other comprehensive income (loss) at end of fiscal year $ 838 ( 35 ) The following table reconciles the beginning and ending balances of the prepaid pension cost related to the SERP: ($ in thousands) 2021 2020 Accrued liability as of beginning of fiscal year $ ( 5,936 ) ( 6,266 ) Net periodic pension cost for fiscal year ( 134 ) ( 1 ) Benefits paid 322 331 Accrued liability as of end of fiscal year $ ( 5,748 ) ( 5,936 ) Net pension cost for the SERP included the following components for the years ended December 31, 2021, 2020, and 2019: ($ in thousands) 2021 2020 2019 Service cost – benefits earned during the period $ — — — Interest cost on projected benefit obligation 119 158 219 Net amortization and deferral 15 ( 157 ) ( 163 ) Net periodic pension cost $ 134 1 56 The following table is an estimate of the benefits that will be paid in accordance with the SERP during the indicated time periods: ($ in thousands) Estimated benefit payments Year ending December 31, 2022 $ 252 Year ending December 31, 2023 249 Year ending December 31, 2024 246 Year ending December 31, 2025 269 Year ending December 31, 2026 273 Years ending December 31, 2027-2031 1,395 108 Table of Contents Applicable to both Plans The components of net periodic benefit cost other than the service cost component are included in the line item "Other operating expenses" in the Consolidated Statements of Income. The following assumptions were used in determining the actuarial information for the Pension Plan and the SERP for the years ended December 31, 2021, 2020, and 2019: 2021 2020 2019 Pension Plan SERP Pension Plan SERP Pension Plan SERP Discount rate used to determine net periodic pension cost 2.24 % 2.04 % 3.03 % 2.89 % 4.08 % 3.92 % Discount rate used to calculate end of year liability disclosures 2.62 % 2.48 % 2.24 % 2.04 % 3.03 % 2.89 % Expected long-term rate of return on assets 2.24 % n/a 3.03 % n/a 4.08 % n/a Rate of compensation increase n/a n/a n/a n/a n/a n/a The Company’s discount rate policy for the Pension Plan is based on a calculation of the Company’s expected pension payments, with those payments discounted using the FTSE yield curve (formerly called the Citigroup Pension Index yield curve) that matches the specific expected cash flows of the Pension Plan. The discount rate policy for the SERP is to use the FTSE yield curve that matches the expected cash flows of the SERP. Note 12. Commitments and Contingencies See Note 10 with respect to future obligations under operating leases. In the normal course of business, there are various outstanding commitments to extend credit that are not reflected in the financial statements. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment. Commitments may expire without being used. The following table presents the Company’s outstanding loan commitments at December 31, 2021 and December 31, 2020. December 31, 2021 December 31, 2020 ($ in thousands) Fixed Rate Variable Rate Total Fixed Rate Variable Rate Total Loan commitments $ 389,758 230,521 620,279 238,745 94,218 332,963 Unused lines of credit 273,693 1,176,803 1,450,496 188,014 900,046 1,088,060 Total $ 663,451 1,407,324 2,070,775 426,759 994,264 1,421,023 At December 31, 2021 and 2020, the Company had $ 21.3 million and $ 14.1 million, respectively, in standby letters of credit outstanding. The Company has no carrying amount for these standby letters of credit at either of those dates. The nature of the standby letters of credit is a stand-alone obligation made on behalf of the Company’s customers to suppliers of the customers to guarantee payments owed to the supplier by the customer. The standby letters of credit are generally for terms for one year, at which time they may be renewed for another year if both parties agree. The Company maintains an ACL for unfunded loan commitments which is included in the balance of other liabilities in the Consolidated Balance Sheets. The ACL for unfunded loan commitments is determined as part of the quarterly ACL analysis. See Note 1 for further detail. The Company also periodically invests in limited partnerships and LLCs primarily for the purposes of fulfilling CRA requirements and obtaining tax credits. As of December 31, 2021, the Company had a remaining funding commitments of $ 27.4 million related to these investments. 109 Table of Contents The Company, in the normal course of business, may be subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. The Company is not involved in any legal proceedings which, in management’s opinion, could have a material effect on the consolidated financial position of the Company. Note 13. Fair Value of Financial Instruments Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2021. Description of Financial Instruments ($ in thousands) Fair Value at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Recurring Securities available for sale: Government-sponsored enterprise securities $ 69,179 — 69,179 — Mortgage-backed securities 2,514,805 — 2,514,805 — Corporate bonds 46,430 — 46,430 — Total available for sale securities $ 2,630,414 — 2,630,414 — Presold mortgages in process of settlement $ 19,257 19,257 — — Nonrecurring Individually evaluated loans $ 11,583 — — 11,583 Foreclosed real estate 364 — — 364 110 Table of Contents The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2020. Description of Financial Instruments ($ in thousands) Fair Value at December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Recurring Securities available for sale: Government-sponsored enterprise securities $ 70,206 — 70,206 — Mortgage-backed securities 1,337,706 — 1,337,706 — Corporate bonds 45,220 — 45,220 — Total available for sale securities $ 1,453,132 — 1,453,132 — Presold mortgages in process of settlement $ 42,271 42,271 — — Nonrecurring Impaired loans $ 22,142 — — 22,142 Foreclosed real estate 1,484 — — 1,484 The following is a description of the valuation methodologies used for instruments measured at fair value. Presold Mortgages in Process of Settlement - The fair value is based on the committed price that an investor has agreed to pay for the loan and is considered a Level 1 input. Securities Available for Sale — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by our third-party bond accounting provider using matrix pricing. Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include mortgage-backed securities, commercial mortgage-backed obligations, government-sponsored enterprise securities, and corporate bonds. In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company reviews the pricing methodologies utilized by the bond accounting provider to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy. Individually evaluated loans — Fair values for individually evaluated loans are measured on a non-recurring basis and are based on the underlying collateral values securing the loans, adjusted for estimated selling costs, or the net present value of the cash flows expected to be received for such loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is generally determined by third-party appraisers using an income or market valuation approach based on an appraisal conducted by an independent, licensed third party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the loans first became impaired, and thus the appraisals are not necessarily as of the period ends presented. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the Consolidated Statements of Income. 111 Table of Contents Foreclosed real estate – Foreclosed real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value. Fair value is measured on a non-recurring basis and is based upon independent market prices or current appraisals that are generally prepared using an income or market valuation approach and conducted by an independent, licensed third party appraiser, adjusted for estimated selling costs (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the assets were acquired, and thus the appraisals are not necessarily as of the period ends presented. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. For any real estate valuations subsequent to foreclosure, any excess of the real estate recorded value over the fair value of the real estate is treated as a foreclosed real estate write-down on the Consolidated Statements of Income. For Level 3 assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2021, the significant unobservable inputs used in the fair value measurements were as follows: ($ in thousands) Fair Value at December 31, 2021 Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Individually evaluated loans - collateral-dependent $ 7,326 Appraised value Discounts applied for estimated costs to sell 10 % Individually evaluated loans - cash-flow dependent 4,257 PV of expected cash flows Discount rates used in the calculation of PV of expected cash flows 4 % - 11 % ( 6.22 %) Foreclosed real estate 364 Appraised value Discounts for estimated costs to sell 10 % For Level 3 assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2020, the significant unobservable inputs used in the fair value measurements were as follows: ($ in thousands) Fair Value at December 31, 2020 Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Impaired loans - valued at collateral value $ 16,000 Appraised value Discounts applied for estimated costs to sell 10 % Impaired loans - valued at PV of expected cash flows 6,142 PV of expected cash flows Discount rates used in the calculation of PV of expected cash flows 4 % - 11 % ( 6.21 %) Foreclosed real estate 1,484 Appraised value Discounts for estimated costs to sell 10 % 112 Table of Contents The carrying amounts and estimated fair values of financial instruments not carried at fair value as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 ($ in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Cash and due from banks, noninterest-bearing Level 1 $ 128,228 128,228 93,724 93,724 Due from banks, interest-bearing Level 1 332,934 332,934 273,566 273,566 Securities held to maturity Level 2 513,825 511,699 167,551 170,734 Loans held for sale Level 2 61,003 62,044 6,077 7,465 Total loans, net of allowance Level 3 6,002,926 5,990,235 4,678,927 4,661,197 Accrued interest receivable Level 1 25,896 25,896 20,272 20,272 Bank-owned life insurance Level 1 165,786 165,786 106,974 106,974 SBA servicing asset Level 3 5,472 5,546 5,788 6,569 Deposits Level 2 9,124,629 9,124,701 6,273,596 6,275,329 Borrowings Level 2 67,386 61,295 61,829 53,321 Accrued interest payable Level 2 607 607 904 904 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include net premises and equipment, intangible and other assets such as deferred income taxes, prepaid expense accounts, income taxes currently payable, and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates. Note 14. Stock-Based Compensation The Company recorded total stock-based compensation expense of $ 2.3 million, $ 2.5 million, and $ 2.3 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company recognized $ 0.5 million, $ 0.6 million, and $ 0.5 million of income tax benefits related to stock-based compensation expense in its income statement for the years ended December 31, 2021, 2020, and 2019, respectively. At December 31, 2021, the sole equity-based compensation plan for the Company is the First Bancorp 2014 Equity Plan (the "Equity Plan"), which was approved by shareholders on May 8, 2014. As of December 31, 2021, the Equity Plan had 445,231 shares remaining available for grant. The Equity Plan is intended to serve as a means to attract, retain, and motivate key employees and directors and to associate the interests of the Plan's participants with those of the Company and its shareholders. The Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted and unrestricted stock, restricted performance stock, and performance units. For the last several years, the only equity-based compensation granted by the Company has been shares of restricted stock, as it relates to employees, and unrestricted stock as it relates to non-employee directors. Recent restricted stock awards to employees typically include service-related vesting conditions only. Compensation expense for these grants is recorded over the requisite service periods. Upon forfeiture, any previously recognized compensation cost is reversed. Upon a change in control (as defined in the Equity Plan), unless the awards remain outstanding or substitute equivalent awards are provided, the awards become immediately vested. 113 Table of Contents Certain of the Company’s equity grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company recognizes compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for each incremental award. Compensation expense is based on the estimated number of stock awards that will ultimately vest. Over the past five years, there have been insignificant amounts of forfeitures, and therefore the Company assumes that all awards granted with service conditions only will vest. The Company issues new shares of common stock when options are exercised. In addition to employee equity awards, the Company's practice is to grant unrestricted common shares, valued at approximately $ 32,000 , to each non-employee director (currently 13 in total) in June of each year. Compensation expense associated with these director awards is recognized on the date of the award since there are no vesting conditions. On June 1, 2021, the Company granted 7,050 shares of common stock to non-employee directors ( 705 shares per director), at a fair market value of $ 45.41 per share, which was the closing price of the Company’s common stock on that date, which resulted in $ 0.3 million in expense. On June 1, 2020, the Company granted 14,146 shares of common stock to non-employee directors ( 1,286 shares per director), at a fair market value of $ 24.87 per share, which was the closing price of the Company’s common stock on that date, which resulted in $ 0.4 million in expense. The expense associated with director grants is classified as "other operating expense" in the Consolidated Statements of Income. The following table presents information regarding the activity during 2019, 2020, and 2021 related to the Company’s outstanding restricted stock: Long-Term Restricted Stock Shares Grant Date Fair Value Nonvested at January 1, 2019 129,251 $ 32.39 Granted during the period 82,826 36.36 Vested during the period ( 51,757 ) 25.02 Forfeited or expired during the period ( 954 ) 41.93 Nonvested at December 31, 2019 159,366 $ 36.79 Granted during the period 68,704 26.96 Vested during the period ( 55,965 ) 33.91 Forfeited or expired during the period — — Nonvested at December 31, 2020 172,105 $ 33.80 Granted during the period 104,414 40.56 Vested during the period ( 63,369 ) 39.82 Forfeited or expired during the period ( 6,819 ) 37.32 Nonvested at December 31, 2021 206,331 $ 35.25 Total unrecognized compensation expense as of December 31, 2021 amounted to $ 4.3 million with a weighted average remaining term of 2.4 years. The Company expects to record $ 2.0 million of compensation expense in the next twelve months related to these nonvested awards that are outstanding at December 31, 2021. Prior to 2010, stock options were the primary form of stock-based compensation utilized by the Company. At December 31, 2019, 2020, and 2021, there were no stock options outstanding. In 2019, the Company received $ 0.1 million as a result of stock option exercises, as 9,000 shares of stock options were exercised with a weighted average exercise price of $ 14.35 . 114 Table of Contents Note 15. Regulatory Restrictions The Company is regulated by the Federal Reserve and is subject to securities registration and public reporting regulations of the Securities and Exchange Commission. The Bank is regulated by the Federal Reserve and the North Carolina Commissioner of Banks. The primary source of funds for the payment of dividends by the Company is dividends received from its subsidiary, the Bank. The Bank, as a North Carolina banking corporation, may declare dividends so long as such dividends do not reduce its capital below its applicable required capital (typically, the level of capital required to be deemed “adequately capitalized”). As of December 31, 2021, approximately $ 894.4 million of the Company’s investment in the Bank is restricted as to transfer to the Company without obtaining prior regulatory approval. There was no average reserve balance requirement under the requirements of the Federal Reserve for the year ended December 31, 2021. The Company and the Bank must comply with regulatory capital requirements established by the FRB. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The Company’s and the Bank’s respective regulatory capital ratios as of December 31, 2021 and 2020, along with the minimum amounts required for capital adequacy purposes and to be well capitalized under prompt corrective action in effect at such times are presented below. There are no conditions or events since year-end that management believes have changed the Company’s or the Bank's classification. 115 Table of Contents Actual Fully Phased-In Regulatory Guidelines Minimum To Be Well Capitalized Under Current Prompt Corrective Action Provisions ($ in thousands) Amount Ratio Amount Ratio Amount Ratio (must equal or exceed) (must equal or exceed) As of December 31, 2021 Common Equity Tier I Capital Ratio Company $ 888,936 12.53 % $ 496,635 7.00 % $ N/A N/A Bank 934,687 13.18 % 496,285 7.00 % 460,836 6.50 % Total Capital Ratio Company 1,040,964 14.67 % 744,953 10.50 % N/A N/A Bank 1,023,354 14.43 % 744,427 10.50 % 708,979 10.00 % Tier I Capital Ratio Company 952,272 13.42 % 603,057 8.50 % N/A N/A Bank 934,687 13.18 % 602,632 8.50 % 567,183 8.00 % Leverage Ratio Company 952,272 9.39 % 405,790 4.00 % N/A N/A Bank 934,687 9.22 % 405,652 4.00 % 507,065 5.00 % As of December 31, 2020 Common Equity Tier I Capital Ratio Company $ 639,369 13.19 % $ 339,251 7.00 % $ N/A N/A Bank 682,312 14.08 % 339,125 7.00 % 314,902 6.50 % Total Capital Ratio Company 744,835 15.37 % 508,876 10.50 % N/A N/A Bank 735,282 15.18 % 508,688 10.50 % 484,465 10.00 % Tier I Capital Ratio Company 691,865 14.28 % 411,947 8.50 % N/A N/A Bank 682,312 14.08 % 411,795 8.50 % 387,572 8.00 % Leverage Ratio Company 691,865 9.88 % 280,039 4.00 % N/A N/A Bank 682,312 9.75 % 280,003 4.00 % 350,004 5.00 % Note 16. Supplementary Income Statement Information Components of other noninterest income/expense exceeding 1% of total revenue for any of the years ended December 31, 2021, 2020, and 2019 are as follows: ($ in thousands) 2021 2020 2019 Other service charges, commissions, and fees – interchange fees, net $ 18,480 14,142 13,814 Other operating expenses – software costs 5,133 5,035 4,326 Other operating expenses – data processing expense 3,619 2,904 2,787 Other operating expenses – credit card rewards expense 3,431 2,391 1,903 Other operating expenses – telephone and data line expense 3,026 2,893 3,057 116 Table of Contents Note 17. Condensed Parent Company Information Condensed financial data for the Company (parent company only) follows: CONDENSED BALANCE SHEETS As of December 31, ($ in thousands) 2021 2020 Assets Cash on deposit with bank subsidiary $ 18,625 15,284 Investment in wholly-owned subsidiaries, at equity 1,279,285 938,294 Premises and Equipment 7 7 Other assets 5,056 ( 164 ) Total assets 1,302,973 953,421 Liabilities and shareholders’ equity Trust preferred securities 65,412 54,200 Other liabilities 6,986 5,800 Total liabilities 72,398 60,000 Shareholders’ equity 1,230,575 893,421 Total liabilities and shareholders’ equity $ 1,302,973 953,421 CONDENSED STATEMENTS OF INCOME Year Ended December 31, ($ in thousands) 2021 2020 2019 Dividends from wholly-owned subsidiaries $ 25,300 63,100 29,800 Earnings of wholly-owned subsidiaries, net of dividends 75,697 20,899 65,555 Interest expense ( 1,455 ) ( 1,743 ) ( 2,648 ) All other income and (expenses), net ( 3,898 ) ( 779 ) ( 661 ) Net income $ 95,644 81,477 92,046 117 Table of Contents CONDENSED STATEMENTS OF CASH FLOWS Year Ended December 31, ($ in thousands) 2021 2020 2019 Operating Activities: Net income $ 95,644 81,477 92,046 Equity in undistributed earnings of subsidiaries ( 75,697 ) ( 20,899 ) ( 65,555 ) Decrease (increase) in other assets 3,924 5,806 ( 5,850 ) (Decrease) increase in other liabilities ( 859 ) ( 3 ) 64 Total – operating activities 23,012 66,381 20,705 Investing Activities: Net cash received in acquisitions 7,379 — — Total - investing activities 7,379 — — Financing Activities: Payment of common stock cash dividends ( 22,228 ) ( 20,936 ) ( 13,662 ) Repurchases of common stock ( 4,036 ) ( 31,868 ) ( 10,000 ) Proceeds from issuance of common stock — — 129 Stock withheld for payment of taxes ( 786 ) ( 307 ) ( 702 ) Total - financing activities ( 27,050 ) ( 53,111 ) ( 24,235 ) Net increase (decrease) in cash 3,341 13,270 ( 3,530 ) Cash, beginning of year 15,284 2,014 5,544 Cash, end of year $ 18,625 15,284 2,014 Note 18. Shareholders’ Equity Rabbi Trust Obligations With the acquisition of Carolina Bank in March 2017, the Company assumed a deferred compensation plan structured as a Rabbi Trust for certain members of Carolina Bank’s board of directors that is fully funded by Company common stock, which was valued at $ 7.7 million on the date of acquisition. Subsequent to this acquisition, approximately $ 5.9 million of the deferred compensation has been paid to the plan participants. The balances of the related asset and liability were each $ 1.8 million and $ 2.2 million at December 31, 2021 and December 31, 2020, respectively, both of which are presented as components of shareholders’ equity. In the acquisition of Select on October 15, 2021, the Company assumed a deferred compensation plan structured as a Rabbi Trust for certain members of Select’s board of directors that is fully funded by Company common stock, which was valued at $ 5.1 million on the date of acquisition. This plan was fully liquidated during the fourth quarter of 2021 by distributing the shares to the participants. Stock Repurchases During 2021, the Company repurchased approximately 106,744 shares of the Company’s common stock at an average price of $ 37.81 , which totaled $ 4.0 million, under a $ 20 million repurchase authorization publicly announced in November 2020, which expired on December 31, 2021. During 2020, the Company repurchased approximately 1,117,208 shares of the Company’s common stock at an average price of $ 28.53 , which totaled $ 31.9 million, under a $ 40 million repurchase authorization publicly announced in November 2019. During 2019, the Company repurchased approximately 282,000 shares of the Company’s common stock at an average price of $ 35.51 , which totaled $ 10 million, under a $ 25 million repurchase authorization publicly announced in February 2019. See Note 22 for disclosure of a share repurchase program authorized in 2022. 118 Table of Contents Note 19. Earnings Per Share The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Earnings Per Common Share ("EPS"): For Years Ended December 31, 2021 2020 2019 ($ in thousands except per share amounts) Income (Numer-ator) Shares (Denom-inator) Per Share Amount Income (Numer-ator) Shares (Denom-inator) Per Share Amount Income (Numer-ator) Shares (Denom-inator) Per Share Amount Basic EPS: Net income $ 95,644 $ 81,477 $ 92,046 Less: income allocated to participating securities ( 483 ) ( 398 ) ( 450 ) Basic EPS per common share $ 95,161 29,876,151 $ 3.19 $ 81,079 28,839,866 $ 2.81 $ 91,596 29,547,851 $ 3.10 Diluted EPS: Net income $ 95,644 29,876,151 $ 81,477 28,839,866 $ 92,046 29,547,851 Effect of Dilutive Securities — 151,634 — 141,701 — 172,648 Diluted EPS per common share $ 95,644 30,027,785 $ 3.19 $ 81,477 28,981,567 $ 2.81 $ 92,046 29,720,499 $ 3.10 For the years ended December 31, 2021 , 2020, and 2019, there were no options that were anti-dilutive. Note 20. Accumulated Other Comprehensive Income (Loss) The components of AOCI for the Company are as follows: ($ in thousands) December 31, 2021 December 31, 2020 December 31, 2019 Unrealized gain (loss) on securities available for sale $ ( 32,067 ) 20,448 9,743 Deferred tax (liability) asset 7,369 ( 4,699 ) ( 2,239 ) Net unrealized gain (loss) on securities available for sale ( 24,698 ) 15,749 7,504 Postretirement plans asset (liability) ( 353 ) ( 1,817 ) ( 3,092 ) Deferred tax asset (liability) 81 418 711 Net postretirement plans asset (liability) ( 272 ) ( 1,399 ) ( 2,381 ) Total accumulated other comprehensive income (loss) $ ( 24,970 ) 14,350 5,123 119 Table of Contents The following table discloses the changes in AOCI for the years ended December 31, 2021, 2020, and 2019 (all amounts are net of tax). ($ in thousands) Unrealized Gain (Loss) on Securities Available for Sale Postretirement Plans Asset (Liability) Total Beginning balance at January 1, 2019 $ ( 9,494 ) ( 2,467 ) ( 11,961 ) Other comprehensive income (loss) before reclassifications 17,073 ( 528 ) 16,545 Amounts reclassified from accumulated other comprehensive income ( 75 ) 614 539 Net current-period other comprehensive income (loss) 16,998 86 17,084 Ending balance at December 31, 2019 7,504 ( 2,381 ) 5,123 Other comprehensive income (loss) before reclassifications 14,425 454 14,879 Amounts reclassified from accumulated other comprehensive income ( 6,180 ) 528 ( 5,652 ) Net current-period other comprehensive income (loss) 8,245 982 9,227 Ending balance at at December 31, 2020 15,749 ( 1,399 ) 14,350 Other comprehensive income (loss) before reclassifications ( 41,400 ) 671 ( 40,729 ) Amounts reclassified from accumulated other comprehensive income 953 456 1,409 Net current-period other comprehensive income (loss) ( 40,447 ) 1,127 ( 39,320 ) Ending balance at December 31, 2021 $ ( 24,698 ) ( 272 ) ( 24,970 ) Amounts reclassified from AOCI for Unrealized Gain (Loss) on Securities AFS represent realized securities gains or losses, net of tax effects. Amounts reclassified from AOCI for Postretirement Plans Asset (Liability) represent amortization of amounts included in AOCI, net of taxes, and are recorded in the "Other operating expenses" line item of the Consolidated Statements of Income. Note 21. Revenue from Contracts with Customers All of the Company’s revenues that are in the scope of the “ Revenue from Contracts with Customers ” accounting standard (“ASC 606”) are recognized within noninterest income. The following table presents the Company’s sources of noninterest income for years ended December 31, 2021, 2020, and 2019. Items outside the scope of ASC 606 are noted as such. 120 Table of Contents For the Years Ended December 31, ($ in thousands) 2021 2020 2019 Noninterest Income In-scope of Topic 606: Service charges on deposit accounts $ 12,317 11,098 12,970 Other service charges, commissions, and fees: Interchange income 18,480 14,142 13,814 Other fees 7,036 5,955 5,667 Commissions from sales of insurance and financial products: Insurance income 2,787 5,353 5,289 Wealth management income 4,160 3,495 3,206 SBA consulting fees 7,231 8,644 3,872 Noninterest income (in-scope of Topic 606) 52,011 48,687 44,818 Noninterest income (out-of-scope of Topic 606) 21,600 32,659 14,711 Total noninterest income $ 73,611 81,346 59,529 A description of the Company’s revenue streams accounted for under ASC 606 is detailed below. Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Overdraft fees are recognized at the point in time that the overdraft occurs. Maintenance and activity fees include account maintenance fees and transaction-based fees. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of the month, representing the period over which the Company satisfies the performance obligation. Transaction-based fees, which include services such as automated teller machine usage fees, stop payment charges, statement rendering, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Service charges on deposits are withdrawn from the customer’s account balance. Other service charges, commissions, and fees: The Company earns interchange income on its customers’ debit and credit card usage and earns fees from other services utilized by its customers. Interchange income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as MasterCard. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange fees are offset with interchange expenses and are presented on a net basis. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, ATM surcharge fees, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Commissions from the sale of insurance and financial products: The Company earns commissions from the sale of wealth management products and also earned commissions from the sale of insurance policies until the sale of First Bank Insurance Services on June 30, 2021. Wealth management income primarily consists of commissions received on financial product sales, such as annuities. The Company’s performance obligation is generally satisfied upon the issuance of the financial product. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue. The Company also earns some fees from asset management, which is billed quarterly for services rendered in the most recent period, for which the performance obligation has been satisfied. Insurance income, which was earned by the Company until June 30, 2021, generally consisted of commissions from the sale of insurance policies and performance-based commissions from insurance companies. The Company recognized commission income from the sale of insurance policies when it acted as an agent between the insurance company and the policyholder. The Company’s performance obligation was generally satisfied upon the issuance of the insurance policy. Shortly after the policy was issued, the carrier remitted the commission payment to the Company, and the Company recognized the revenue. Performance-based commissions from insurance companies were recognized at a point in time as policies were sold. See Note 2 regarding the Company's sale of First Bank Insurance Services, Inc. 121 Table of Contents SBA Consulting fees: The Company earns fees for its consulting services related to the origination of SBA loans. Fees are based on a percentage of the dollar amount of the originated loans and are recorded when the performance obligation has been satisfied. During 2020, the Company's SBA subsidiary assisted its third-party clients in the origination of PPP loans and charged and received fees for doing so. For several clients, the forgiveness piece of the PPP process, which will occur at a future time, was included in the up-front fees charged. Accordingly, the Company recorded deferred revenue for in these cases, which amounted to $ 1.6 million. During 2021 and 2020, the Company realized approximately $ 1.3 million and $ 0.2 million, respectively, of this deferred revenue related to fulfilling a portion of the forgiveness services. At December 31, 2021, the remaining amount of deferred revenue was $ 0.1 million. These fees will be recorded as income in the period in which the services associated with the forgiveness process are rendered. The Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affect the determination of the amount and timing of revenue from the above-described contracts with customers. Note 22. Subsequent Events On February 7, 2022, the Company announced an increase in its quarterly dividend rate to $ 0.22 per share, from the prior rate of $ 0.20 per share, and the authorization of a share repurchase program, pursuant to which the Company may purchase shares of its common stock for an aggregate repurchase price not to exceed $ 40 million. This program has an initial expiration date of December 31, 2022 and does not obligate the Company to purchase any shares. The Consolidated Balance Sheet at December 31, 2021 included $ 61.0 million in SBA and other loans held for sale. Approximately $ 9.6 million of these loans were SBA loans that were sold in the ordinary course of business subsequent to December 31, 2021. The remaining $ 51.4 million were comprised of Select loans that did not align with the Company's strategy or were out-of-market and were thus designated for sale. Subsequent to December 31, 2021, these loans were sold at a price that approximated the December 31, 2021 carrying value. 122 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors First Bancorp Southern Pines, North Carolina Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of First Bancorp (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 , in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 1, 2022 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for Credit Losses As described in Notes 1 and 4 to the Company's consolidated financial statements, the Company had a gross loan portfolio of approximately $6.1 billion and related allowance for credit losses of approximately $78.8 million as of December 31, 2021. The allowance for credit losses consists of quantitative and qualitative components. The Company considers historical loss experience, current economic and business conditions, as well as reasonable and supportable forecasts to develop the quantitative component. This quantitative component is then adjusted for 123 Table of Contents qualitative risk factors that involve significant estimates and subjective assumptions that require a high degree of management’s judgment. We identified management’s significant judgments and assumptions used in the determination of the qualitative factors and the selection of the relevant macroeconomic forecasts to be used in the reasonable and supportable forecast period of the allowance for credit losses as a critical audit matter. Auditing these complex judgments and assumptions involved especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill and knowledge needed. The primary procedures we performed to address this critical audit matter included: • Testing the design and operating effectiveness of internal controls over management’s review of qualitative factors, including controls related to the accuracy of data inputs used in the determination of adjustments made to the qualitative factors, and • Assessing the reasonableness of management’s significant judgments and assumptions related to evaluation of the loan portfolio and other qualitative factors for collectively evaluated loans. • Evaluating the relevance and reliability of data used in determining the qualitative factors by verifying the data to internally developed and third-party sources, and other audit evidence gathered. • Utilizing personnel with specialized skill and knowledge to assist with evaluating the reasonableness of the macroeconomic forecasts used in the reasonable and supportable forecast period. Acquisition of Select Bancorp, Inc. As described in Note 2 to the Company’s consolidated financial statements, the Company completed its acquisition of Select Bancorp, Inc. for a total purchase consideration of $325.8 million, with total assets acquired of $1.8 billion, liabilities assumed of $1.6 billion and resulting goodwill of $132.4 million on October 15, 2021. Determination of the acquisition date fair values of the assets acquired and liabilities assumed requires the Company to make significant estimates and assumptions. The fair value determination of a loan portfolio requires greater levels of estimates and assumptions than the remainder of purchased assets or assumed liabilities. In determining the fair values of loans, the Company must determine projected credit losses and discount rates, among other assumptions. We identified the determination of the projected credit loss and discount rate assumptions in the valuation of acquired loans as a critical audit matter. Auditing these significant assumptions involved especially challenging and subjective auditor judgement due to the nature and extent of audit effort required to address these matters, including specialized skill and knowledge needed. The primary procedures we performed to address this critical audit matter included: • Testing the completeness and accuracy of the loan level data utilized in the valuation of the acquisition date fair value by (i) evaluating the reliability of data utilized in the valuation of loans and (ii) confirming certain data with the borrower on a sample basis. • Utilizing personnel with specialized skill and knowledge in valuation to assist with (i) assessing the appropriateness of the valuation methodology and (ii) evaluating and testing the reasonableness of projected credit loss and discount rate assumptions used in the valuation of the acquired loans. This includes utilizing information obtained from market participants and recent market activity on other recent acquisitions to test the Company’s assumptions and identify potential sources of contrary information. /s/ BDO USA, LLP We have served as the Company's auditor since 2019. Raleigh, North Carolina March 1, 2022 124 Table of Contents Report of Independent Regist ered Public Accounting Firm Shareholders and Board of Directors First Bancorp Southern Pines, North Carolina Opinion on Internal Control over Financial Reporting We have audited First Bancorp’s (the “Company’s”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated March 1, 2022 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. As indicated in the accompanying 9A, Management’s Report on Internal Control over Financial Reporting , management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Select Bancorp, Inc. and its subsidiary Select Bank & Trust Company (together, “Select”), which was acquired on October 15, 2021, and which is included in the consolidated balance sheets of the Company as of December 31, 2021, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended. Select constituted 17.5% and 25.4% of total assets and total shareholders’ equity, respectively, as of December 31, 2021. Select contributed 4.4% of total revenues for the year ended December 31, 2021 and contributed a net loss which equated to 12.8% of the total net income for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of Select because of the timing of the acquisition which was completed on October 15, 2021. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Select. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance 125 Table of Contents with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP Raleigh, North Carolina March 1, 2022 126 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None.