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Item 7. Management’s Discussion and Analysis

2023-02-28 compared with 2022-03-01 · 241 added, 517 removed, 621 unchanged (55% of the section changed)

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

Management’s Discussion and Analysis is intended to assist readers in understanding our results of operations and changes in financial position for the past three years.

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

This MD&A is intended to assist readers in understanding our results of operations and changes in financial position for the past three years.

This discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Item 8 of this Report.

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Overview and 2022 Highlights

The Company is a financial holding company headquartered in Southern Pines, North Carolina.

We provide diversified financial services primarily though our principal subsidiary, First Bank, including commercial and consumer banking services, mortgage lending, SBA lending, accounts receivable financing, and investment advisory services.

As of December 31, 2021, the Bank had a 121 branch network throughout North Carolina and South Carolina and 1,207 full-time equivalent employees.

We have grown organically as well as through strategic acquisitions.

On October 15, 2021, we acquired Select which was headquartered in Dunn, North Carolina and operated through 22 branches in North Carolina, South Carolina, and Virginia.

As of the acquisition date, Select had total assets of $1.8 billion, total loans of $1.3 billion, and total deposits of $1.6 billion.

The conversion of Select’s core processing and related systems to the Bank’s systems will occur in March 2022.

Until such time, Select branches will continue to operate under their current nam e.

The merger with Select, combined with organic growth over the year, resulted in significant growth to assets, liabilities and equity during 2021.

Our total assets at December 31, 2021 were $10.5 billion, a 44.2% increase from a year earlier;

total loans increased $1.4 billion to total $6.1 billion at December 31, 2021, and deposits grew $2.9 billion from the prior year end to total $9.1 billion.

The Company is a bank holding company headquartered in Southern Pines, North Carolina.

We provide diversified financial services primarily though the Bank, our principal subsidiary, including commercial and consumer banking services, mortgage lending, SBA lending, accounts receivable financing, and investment advisory services.

As of December 31, 2022, the Bank had a 108 branch network in North Carolina and South Carolina and 1,244 full-time equivalent employees.

We have grown organically as well as through strategic acquisitions as discussed above in "Recent Developments and Acquisitions".

2022 Financial Highlights:

• Return on average assets was 1.39% for the year ended December 31, 2022, up from 1.13% for the prior year.

Return on average common equity of 13.40% was reported for the year ended December 31, 2022 as compared to 9.86% for the prior year.

• Our total assets at December 31, 2022 were $10.6 billion, a 1.1% increase from a year earlier, with growth in loans offset by reductions in other assets throughout the year.

• Total loans outstanding increased $583.4 million, or 9.6%, during the year and total loans were in excess of $6.6 billion at December 31, 2022.

• Credit quality continues to be strong with the NPA to total assets ratio at 0.36% as of December 31, 2022 and as compared to 0.50% at December 31, 2021.

Net charge offs as a percentage of average loans were 0.01% for 2022, down from 0.05% for the prior year.

• Capital remains strong with a total CET1 ratio of 13.02%, up from 12.53% for the prior year, and total risk-based capital ratio of 15.09% as of December 31, 2022 as compared to 14.67% for the prior year.

Our TCE ratio was 6.39% at December 31, 2022.

• We earned net income of $146.9 million, or $4.12 diluted EPS, during 2022 compared to net income of $95.6 million, or $3.19 diluted EPS, in 2021.

The main drivers to the increase in net income are as follows:

• Net interest income increased $28.3 million, or 13%, due to the combination of both higher interest income and lower interest expense.

The NIM on a tax-equivalent basis was 3.16% for 2021, a decrease of 41 basis points from 2020.

The growth in average earning assets offset the decline in yields.

• Interest income was a primary driver of higher net interest income and included a $5.9 million increase in interest income from loans and a $13.3 million increase in interest income from investment securities.

Loan interest income was up related to the $315.6 million increase in average volume of loans driven by both organic growth and the Select acquisition.

The increase in interest income from investment securities was due to higher average balances, which increased $1.4 billion in 2021, related to our decision to invest excess liquidity, which arose from high deposit growth, into investment securities.

• Reduced interest expense of $10.0 million also contributed to the the improved net interest income.

We continued to reprice deposits downward given the low interest rate environment and lowered the cost of interest-bearing deposits by 27 basis points to 0.17% for 2021.

Our total cost of deposits declined to 0.13% from 0.50% in 2020.

The effects from the decline in funding costs were partially offset by an increase in average balance in interest-bearing liabilities.

• Provision for loans losses of $9.6 million was down from the $35.0 million provision in 2020 due to improving asset quality and improving economic forecasts which are factors in our CECL model calculations.

The higher provision in 2020 was driven by historical estimates of probable losses incurred in the portfolio taking into consideration the impact of the COVID-19 pandemic on the overall economic environment and the potential impact on our loan portfolio.

The provision for 2021 was related to the initial ACL for Select's non-PCD loans acquired of $14.1 million.

Partially offsetting the initial Select provision, we reduced our ACL reserves $4.5 million during the year due to the economic forecast improvements in 2021.

• Noninterest income declined $7.7 million, which resulted primarily from a $3.2 million decrease in mortgage banking income related to lower levels of activity, a $1.9 million decrease in commissions on sales of financial and insurance products due to the sale of the majority of the assets of First Bank Insurance mid-year, and a loss of $1.2 million on security sales as compared to a gain of $8.0 million in 2020.

Partially offsetting these reductions were higher levels of transactions and number of accounts generating service charge income and bankcard revenue.

(See Noninterest Income section below for further discussion).

• Noninterest expense increased $23.4 million, primarily related to $16.8 million in merger expenses related to the Select acquisition.

Also related to the Select acquisition were incremental costs of $2.3 million in personnel expense and $4.7 million in higher operating costs.

(See Noninterest Expense section below for further discussion).

The main drivers to the increase in net income were as follows:

• Net interest income increased $78.5 million, or 32%, driven by higher interest income, partially offset by increased interest expense.

Both of these increases were influences by higher market interest rates during the year.

The NIM on a tax-equivalent basis was 3.28% for 2022, an increase of 12 basis points from 2021.

The growth in average earning assets also contributed to the higher interest income.

• Interest income on loans increased $59.0 million related to a combination of higher volumes of average balances and increased yields.

Interest income on investment securities increased $23.4 million, also driven by higher average balances and higher yields.

• The increase in interest expense of $6.6 million was driven by higher market rates resulting in some repricing of our deposits.

Also contributing was the utilization of higher cost brokered deposits and short-term borrowings to fund loan demand and deposit fluctuations.

• Provision for loans losses for 2022 of $12.6 million was up from the $9.6 million provision in 2021 due to in part to loan growth experienced during the year.

Also contributing was the updated loss rates and economic forecasts used in our CECL model which have indicated increasing risk of economic deterioration, including higher unemployment rates and lower GDP projections, resulting in a higher ACL.

Refer to Provision for Loan Losses section below for further discussion.

• Noninterest income declined $5.6 million, which resulted primarily from an $8.9 million decrease in mortgage banking income related to lower levels of originations and sales activity.

Also a factor was the lower SBA-related revenues, including consulting fees and gains on sale, which was down $6.9 million year-over-year as a result of lower PPP-related revenue in 2022, as well as the timing and volume of loan originations available to be sold.

Somewhat offsetting these declines in revenue was higher service charges and other gains related to death benefits on BOLI policies.

Refer to Noninterest Income section below for further discussion.

• Noninterest expense increased $10.6 million, primarily related to the Select acquisition completed in the fourth quarter of 2021 driving higher operating expenses, including additional locations and personnel, as well as the increased number of customer accounts and transaction volume creating additional expense.

Somewhat offsetting the higher expenses was a reduction of $11.8 million in merger expenses year-over-year.

Refer to Noninterest Expense section below for further discussion.

• Income tax expense was up $13.6 million relative to the higher pre-tax income.

The effective tax rate of 20.5% was fairly consistent with the prior year.

Total loans amounted to $6.1 billion at December 31, 2021, an increase of $1.4 billion, or 28.5% from December 31, 2020.

Core legacy loan growth for the year ended December 31, 2021, which we define as growth exclusive of PPP loans and loans acquired from Select, amounted to $382.8 million, a growth rate of 8.6%.

A combination of low interest rates and economic recovery from the pandemic contributed to our 2021 core loan growth.

Also contributing to our core growth is a continued focus on expansion in high-growth markets, hiring experienced bankers, and providing high levels of service to achieve growth.

The ACL on loans increased $26.4 million from the balance of $52.4 million at December 31, 2020.

The increase in the ACL on loans was mainly due to a $14.6 million allowance recorded at adoption of the CECL standard as of January 1, 2021.

The other driver was the Select loans acquired requiring a $4.9 million allowance recorded on the PCD loans and $14.1 million allowance on the initial provision for credit losses for the non-PCD loans.

The ACL was 1.30% of total loans at December 31, 2021.

With our adoption of CECL,we increased the allowance for unfunded commitments by $7.5 million.

We also recorded an initial allowance on unfunded commitments of $3.9 million with the acquisition of Select.

Our asset quality remained strong in 2021.

At December 31, 2021, net charge offs as a percentage of average loans was 0.05% as compared to 0.09% for the prior year.

The total NPAs of $52.6 million were 0.50% of total

assets at December 31, 2021.

Total nonperforming assets increased $11.9 million in the fourth quarter of 2021 as a result of the acquisition of Select.

We continue to deploy excess liquidity into investment securities, which amounted to $3.1 billion at December 31, 2021, an increase of $1.5 billion, or 94.0%, compared to a year earlier.

Total deposits amounted to $9.1 billion at December 31, 2021, an increase of $2.9 billion, or 45.4%, from December 31, 2020.

Core legacy deposit growth for the year ended December 31, 2021, which we define as organic growth exclusive of deposits acquired from Select, totaled $1.35 billion, a growth rate of 21.5%.

The high core deposit growth is believed to be due to a combination of stimulus funds and changes in customer behaviors during the pandemic, as well as ongoing growth initiatives by the Company.

We continue to emphasize relationship banking to new and existing customers and continually work to identify and introduce new products that will attract and retain customers.

We remain well-capitalized by all regulatory standards, with a total capital ratio at December 31, 2021 of 14.67% compared to 15.37% reported at December 31, 2020.

The Company’s TCE ratio was 8.38% at December 31, 2021, a decrease of 70 basis points from a year earlier, with the decline resulting from the acquisition of Select and the high balance sheet growth experienced in 2021.

Impact of COVID-19

Our business has been, and continues to be, impacted by COVID-19 and its variants.

While the economies of our markets have generally improved in 2021, the current pandemic is ongoing and dynamic in nature, and there are many related uncertainties, including, among other things, its severity and new variants that may arise;

its ultimate duration and infection spikes that may occur;

the impact on our customers, employees and vendors;

the impact on the financial services and banking industry;

and the ongoing impact on the economy as a whole.

Impact on our Operations.

At the height of the pandemic, many jurisdictions in North Carolina in which we operate declared health emergencies related to COVID-19.

The resulting closures and/or limited operations of non-essential businesses and related economic disruption impacted our operations as well as the operations of our customers.

While most businesses have reopened and restrictions are currently limited in our areas, the occurrence of variants of the COVID-19 virus may result in future restrictions or closures.

We continue to address the issues as they arise in order to facilitate the continued delivery of essential services while maintaining a high level of safety for our customers as well as our employees, including:

• Implementing our communications plans to ensure our employees, customers and critical vendors are kept abreast of developments affecting our operations;

• Temporarily closing financial center lobbies, limiting access to drive-through only or by appointment, as necessary given spikes in COVID-19 infection rates or due to staffing constraints;

• Expanding remote-access availability so that a significant portion of our workforce has the capability to work from home or other remote locations.

All activities are performed in accordance with our compliance and information security policies designed to ensure customer data and other information is properly safeguarded;

• Instituting mandatory social distancing policies and mask protocols for those employees not working remotely and who are unvaccinated.

Members of certain operations teams may split into two teams that rotate their work location between work and home as necessary.

Impact on our Financial Position and Results of Operations .

Our financial position and results of operations are particularly susceptible to the ability of our loan customers to meet loan obligations, the availability of our workforce, the availability of our vendors, and the decline in the value of assets held by us.

The impact of the COVID-19 pandemic lessened in 2021, and we experienced increased commercial activity throughout our market areas.

We have not realized significant negative impact on our loan portfolio or asset quality.

Further, all COVID-19 deferral status loans have returned to regular payment schedules.

While the economic pressures and uncertainties arising from the COVID-19 pandemic have resulted in, and may continue to result in, specific changes in consumer and business spending and borrowing habits, we have seen improvements in many industries in which we have loan exposure including retail/strip centers, hotels/lodging, restaurants, entertainment, and commercial real estate.

See further information related to the risk exposure of our loan portfolio under the sections captioned "Provision for Credit Losses," “Loans,” and “Allowance for Credit Losses” elsewhere in this discussion.

Legislative and Regulatory Developments .

The federal government and the Federal Reserve and other bank regulatory agencies have taken actions to mitigate the economic effects of COVID-19.

The Federal Reserve lowered the target for the federal funds rate to a range of between zero to 0.25% effective in March 2020.

Recently, in response to inflationary concerns, the Federal Reserve indicated that it expects to increase the targeted federal funds rate during 2022.

Our earnings and cash flows are largely dependent on our net interest income, as is discussed in detail below under "Interest Rate Risk." Increasing short term rates could negatively impact our NIM if funding costs rise.

Banks and bank holding companies have been particularly impacted by the COVID-19 pandemic as a result of disruption and volatility in the global capital markets.

Bank regulatory agencies have been (and are expected to continue to be) proactive in responding to both market and supervisory concerns arising from the COVID-19 pandemic and its aftermath, as well as the potential impact on customers, especially borrowers.

We continue to monitor any potential for new laws and regulations impacting lending and funding practices as well as capital and liquidity standards.

Such changes could require us to maintain more capital, with common equity as a more predominant component, or manage the composition of our assets and liabilities to comply with formulaic liquidity requirements.

As discussed above, 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 has 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.

Current Economic Conditions and COVID-19 Impact

The lingering impact the COVID-19 pandemic continues to contribute to certain adverse and persistent macroeconomic consequences, including labor shortages and disruptions of global supply chains.

These issues, coupled with the growth in economic activity and in the demand for goods and services, have resulted in rising inflationary pressures and the risk of recession.

As a result of the current uncertain economic conditions, we could be subject to ongoing risks, which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations.

Our financial position and results of operations are susceptible to the ability of our loan customers to meet loan obligations, the availability of our workforce, the availability of our vendors, and the decline in the value of assets held by us or securing our loans.

We have not realized significant negative impact on our loan portfolio or asset quality to date as a result of the pandemic impact.

However, the economic pressures and uncertainties arising from the recent expansion in economic activity, increased consumer demand and rising interest rates to combat inflation have resulted in, and may continue to result in, specific changes in consumer and business spending and borrowing habits, given the higher interest rate environment, which could making it difficult to grow assets and income.

The extent to which the current economic conditions and lingering impacts of COVID-19 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 actions taken by governmental authorities response to inflationary trends and recessionary risks.

Critical Accounting Policies and Estimates

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Certain policies inherently have a greater reliance on the use of estimates, assumptions, or judgments and as such, have a greater possibility of producing results that could be materially different than originally reported.

We have identified the determination of our ACL, business combinations and related fair value measurements, and intangible assets to be the accounting areas that require the most subjective or complex judgments, estimates, and assumptions, and where changes in those judgments, estimates, and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements.

We have identified the determination of our ACL as well as business combinations, related fair value measurements, and goodwill to be the accounting areas that require the most subjective or complex judgments, estimates, and assumptions, and where changes in those judgments, estimates, and assumptions (based on new or additional information, changes in the economic climate and/or market interest rates, etc.) could have a significant effect on our financial statements.

Our most significant accounting policies are presented in Note 1 to the accompanying consolidated financial statements.

These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this MD&A, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Allowance for Credit Losses on Loans and Unfunded Commitments

The ACL replaces the allowance for loan and lease losses as a credit accounting estimate as of January 1, 2021, when we adopted ASU 2016–13, Financial Instruments–Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

Allowance for Credit Losses on Loans

The ACL represents management’s current estimate of credit losses for the remaining estimated life of financial instruments.

We perform periodic and systematic detailed reviews of the loan portfolio to identify trends and to assess the overall collectability of the portfolio.

We perform periodic and systematic detailed reviews of the loan portfolio to identify trends and to

assess the overall collectability of the portfolio.

We believe the accounting estimate related to the ACL is a “critical accounting estimate” as:

(1) changes in it can materially affect the provision for loan and lease losses and net income;

(1) changes in it can materially affect the provision for loan losses and net income;

(2) it requires management to predict borrowers’ likelihood or capacity to repay, including evaluation of inherently uncertain future economic conditions;

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The ACL is estimated based on loan level characteristics using historical loss rates, a reasonable and supportable economic forecast, and assumptions of probability of default and loss given default.

Loan balances considered

uncollectible are charged-off against the ACL.

Loan balances considered uncollectible are charged-off against the ACL.

There are many factors affecting the ACL, some of which are quantitative, while others require qualitative judgment.

Although management believes its process for determining the allowance adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change.

Although management believes its process for determining the allowance adequately considers all the factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change.

To the extent actual outcomes differ from management estimates, additional provision for loan losses could be required that could adversely affect our earnings or financial position in future periods.

PCD loans represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination at the acquisition date.

At acquisition, the allowance for credit losses on PCD assets is booked directly to the ACL.

Any subsequent changes in the ACL on PCD assets is recorded through the provision for credit losses.

We believe that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans and leases as of the balance sheet date.

At acquisition, the allowance on PCD assets is booked directly to the ACL.

Any subsequent changes in the ACL on PCD assets is recorded through the provision for loan losses.

We believe that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans as of the balance sheet date.

Actual losses incurred may differ materially from our estimates.

For example, the impact of COVID–19 on both borrower credit and the greater macroeconomic environment is uncertain and changes in the duration, spread, and severity of the virus could affect our loss experience.

Additional information on the loan portfolio and ACL can be found in the sections of MD&A titled “Nonperforming Assets” and “Allowance for Credit Losses and Loan Loss Experience” below.

Business Combinations

Pursuant to applicable accounting guidance, we recognize assets acquired, including identified intangible assets (discussed further below), and the liabilities assumed in acquisitions at their fair values as of the acquisition date, with the related transaction costs expensed in the period incurred.

For example, inflationary pressures and recessionary concerns leading to macroeconomic economic deterioration, higher unemployment and declines in real estate and other asset valuations could affect our loss experience and assumptions utilized in our model.

Additional information on the loan portfolio and ACL can be found in the sections of this Item 7 titled “Nonperforming Assets” and “Allowance for Credit Losses and Loan Loss Experience” below.

Business Combinations and Goodwill

Pursuant to applicable accounting guidance, we recognize assets acquired, including identified intangible assets, and the liabilities assumed in acquisitions at their fair values as of the acquisition date, with the related transaction costs expensed in the period incurred.

Specified items such as acquired operating lease assets and liabilities as lessee, employee benefit plans, and income-tax related balances are recognized in accordance with accounting guidance that results in measurements that may differ from fair value.

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While we use the best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement.

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangibles which represents the estimated value of the long-term deposit relationships acquired in the transaction.

Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions:

customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates.

The core deposit intangibles are amortized over the estimated useful lives of the deposit accounts based on a method that we believe reasonably approximates the anticipated benefit stream from this intangible.

The estimated useful lives are periodically reviewed for reasonableness and have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization.

We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the

expected undiscounted future cash flows is less than the carrying amount of the asset.

Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.

The ACL for PCD assets is recognized within business combination accounting with no initial impact to net income.

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The ACL for non-PCD assets is recognized as provision expense in the same reporting period as the business combination.

Estimated loan losses for acquired loans are determined using methodologies and applying estimates and assumptions that were described previously in the Allowance for Credit Losses section.

Estimated loan losses for acquired loans are determined using methodologies and applying estimates and assumptions that were described previously in the Allowance for Credit Losses on Loans section.

Non-PCD loans acquired are generally estimated at fair value using a discounted cash flow approach with assumptions of discount rate, remaining life, prepayments, probability of default, and loss given default.

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The amount we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans.

Discounts on acquired non-PCD loans are amortized to interest income over their estimated remaining lives, which may include prepayment estimates in certain circumstances.

Similarly, premiums or discounts on acquired debt are amortized to interest expense over their remaining lives.

Discounts on acquired non-PCD loans are accreted to interest income over their estimated remaining lives, which may include prepayment estimates in certain circumstances.

Similarly, premiums or discounts on acquired debt are accreted or amortized to interest expense over their remaining lives.

Actual accretion or amortization of premiums and discounts from a business acquisition may differ materially from our estimates impacting our operating results.

Goodwill and Other Intangible Assets

We believe that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies.

ASC 350-10 establishes standards for the amortization of acquired intangible assets, generally over the estimated useful life of the related assets, and impairment assessment of

At December 31, 2021, we had core deposit and other intangibles of $17.8 million subject to amortization and $364.3 million of goodwill, which is not subject to amortization.

Goodwill arising from business combinations represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed.

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An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.

We believe that the accounting for goodwill also involves a higher degree of judgment than most other significant accounting policies.

ASC 350-10 establishes standards for an impairment assessment of goodwill.

At December 31, 2022, we had $364.3 million of goodwill.

At each reporting date between annual goodwill impairment tests, we consider potential indicators of impairment.

During 2020, with the heightened economic uncertainty and volatility surrounding COVID–19, we performed quarterly impairment assessments.

Generally, absent potential impairment indicators, we perform an annual assessment of whether the events and circumstances resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value.

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During 2022 there were no triggers warranting interim impairment assessments and for the 2022 annual assessment, we concluded that it was more likely than not that the fair value exceeded its carrying value.

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangibles which represent the estimated value of the long-term deposit relationships acquired in the transaction.

customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates.

The estimated useful lives are periodically reviewed for reasonableness and have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization.

We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.

Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.

Recent Accounting Standards and Pronouncements

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The following discussion reviews the results of operations and key drivers to change in the results of 2022 as compared to 2021.

For a description of our results of operations for 2020, refer to the "Overview - 2020 Compared to 2019" section of Item 7 in our 2020 Form 10-K.

For a description of our results of operations for 2021 as compared to 2020, refer to the "Overview and 2021 Highlights," Results of Operations," and "Analysis of Financial Condition and Changes in Financial Condition" sections of Item 7 in our 2021 Form 10-K.

Net Interest Income

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Net interest income amounted to $324.9 million in 2022, an increase of $78.5 million, or 31.8%, from the $246.4 million in 2021.

The increase was due in part to the Select acquisition and higher balances of investment securities, which more than offset the impact of the challenging rate environment.

For 2021, average interest-earning assets

increased $1.7 billion, or 27.8%, including growth of $315.6 million in average loans and $1.4 billion in average securities.

The growth in interest-earning assets was driven by funds provided from growth in deposits.

The Select acquisition in the fourth quarter also contributed to higher earning assets.

The impact on earnings of the interest-earning asset growth was partially offset by a decrease in our NIM on a tax-equivalent basis, which declined from 3.56% in 2020 to 3.16% in 2021.

The increase was due primarily to the increase in average earnings assets from both organic growth and the Select acquisition completed in October 2021.

For 2022, average interest-earning assets increased $2.1 billion, or 26.9%, including growth of $1.3 billion in average loans and $1.0 billion in average securities.

Also contributing to the higher net interest income was the expansion of our NIM which, on a tax-equivalent basis, increased from 3.16% in 2021 to 3.28% in 2022.

For internal purposes, we evaluate our NIM on a tax-equivalent basis by adding the tax benefit realized from tax-exempt loans and securities to reported interest income then dividing by total average earning assets.

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Net interest margin, tax-equivalent 3.28 % 3.16 % 3.56 %

The reduction in our NIM was in large part a result of excess liquidity, as well as the impact of lower interest rates.

While there were no interest rate reductions initiated by the Federal Reserve during 2021, the overall lower market rates impacted our portfolio yields on new and renewing assets.

During 2021, our level of average securities and other short-term investments increased by $1.4 billion, or 95.8% at lower market yields, generally less than 1.50%, thus negatively impacting the NIM.

Our NIM for all periods benefited, by varying amounts, from the net accretion income, primarily associated with purchase accounting premiums/discounts associated with acquisitions.

The increase in our NIM was driven by the rising market interest rates as the Federal Reserve's monetary policies resulted in a 425 basis point rise in short-term rates between March and December 2022.

As demonstrated in the Average Balances and Net Interest Income Analysis table below, our total yield on average earning assets increased 16 basis points while we were able to maintain a low total cost of funds.

Our mix of earning assets remained fairly stable between 2021 and 2022.

Our NIM for all periods benefited from the net accretion income, primarily associated with purchase accounting premiums/discounts associated with acquisitions.

Presented in the table below is the amount of accretion which increased net interest income in each year.

($ in thousands) Year Ended

2021 Year Ended

2020 Year Ended

Year ended December 31,

($ in thousands) 2022 2021 2020

Interest income – increased by accretion of loan discount on acquired loans

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$ 8,816 8,860 6,247

The biggest component of the purchase accounting adjustments in each year was loan discount accretion on purchased loans.

The increase in 2021 was driven by the acquisition of Select which resulted in $1.5 million in accretion during the fourth quarter of 2021, combined with $2.3 million in accelerated accretion earlier in the year from the payoff of several former failed-bank loans we previously acquired.

The most significant component of the purchase accounting adjustments in each year was loan discount accretion on purchased loans.

Generally, the level of loan discount accretion will decline each year due to the natural paydowns in acquired loan portfolios.

Alternately, levels of accretion will increase as a result of acquisitions and related additions to loan discounts on acquired portfolios which are accreted to income as experienced in 2021 with the Select acquisition.

At December 31, 2022, 2021, and 2020, unaccreted loan discount on purchased loans amounted to $11.6 million, $17.2 million, and $8.9 million, respectively.

We recorded an initial fair value loan discount mark of $19.3 million for the Select portfolio, which was reduced by the reclassification to ACL of $4.9 million related to PCD loans.

The Select acquired portfolio comprises the majority of the remaining unaccreted loan discount at December 31, 2022.

In addition to the loan discount accretion recorded on acquired loans, we record accretion on the discounts associated with the retained unguaranteed portions of SBA loans sold in the secondary market.

The level of SBA loan discount accretion will increase relative to the SBA loan portfolio with continued growth in that line of business.

The level of SBA loan discount accretion will fluctuate relative to the SBA loan portfolio balances.

At December 31, 2022, 2021, and 2020, unaccreted loan discount on SBA loans amounted to $4.3 million, $6.0 million, and $7.3 million, respectively.

Amortization of net deferred loan fees also impacts interest income.

During 2021, we amortized net deferred PPP fees of $9.5 million as interest income compared to $4.1 million for 2020.

At December 31, 2021, we had $2.6 million in remaining deferred PPP origination fees that will be recognized over the lives of the loans, with accelerated amortization expected to result from the loan forgiveness process.

We expect substantially all of these fees will be recognized in the first quarter of 2022 as a result of the loan forgiveness process.

The following table presented the major components of the net interest income and NIM.

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739,681 0.06 % 459 607,452 0.07 % 443 467,682 0.15 % 711

Time deposits >$100,000

552,346 0.46 % 2,549 616,171 1.33 % 8,215 704,332 1.93 % 13,598

Other time deposits 551,852 0.46 % 2,541 432,506 0.39 % 1,722 500,424 1.49 % 7,473

236,558 0.34 % 812 239,990 0.64 % 1,535 260,741 0.73 % 1,901

Time deposits >$250,000 287,194 0.53 % 1,520 356,398 0.46 % 1,639 355,737 0.64 % 2,277

Total interest-bearing deposits

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Average Prime Rate 4.86 % 3.25 % 3.54 %

3.25 % 3.54 % 5.28 %

(1) Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.

Interest earned includes recognized net loan fees, including late fees, prepayment fees, and deferred loan fee amortization, in the amounts of $9,690, $4,755, and $1,264 for 2021, 2020, and 2019, respectively.

(2) Includes accretion of discount on acquired and SBA loans of $8,814, $6,328, and $5,974 in 2021, 2020, and 2019, respectively.

(3) Includes tax-equivalent adjustments of $2,243, $1,468, and $1,641 in 2021, 2020, and 2019, respectively, to reflect the federal and state tax benefit that we receive related to tax-exempt securities and tax-exempt loans, which carry interest rates lower than similar taxable investments/loans due to their tax exempt status.

Interest earned includes recognized net loan fees, including late fees, prepayment fees, and deferred loan fee amortization, in the amounts of $3.1 million , $9.7 million, and $4.8 million for 2022, 2021, and 2020, respectively.

(2) Includes accretion of discount on acquired and SBA loans of $8.5 million, $8.8 million, and $6.3 million in 2022, 2021, and 2020, respectively.

(3) Includes tax-equivalent adjustments of $2.8 million, $2.2 million and $1.5 million in 2022, 2021, and 2020, respectively, to reflect the federal and state tax benefit that we receive related to tax-exempt securities and tax-exempt loans, which carry interest rates lower than similar taxable investments/loans due to their tax exempt status.

This amount has been computed assuming a 23% tax rate and is reduced by the related nondeductible portion of interest expense.

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Savings accounts 89 (73) 16 158 (426) (268)

Other time 360 459 819 (857) (4,894) (5,751)

Time deposits >$250,000 (340) 221 (119) (2) (636) (638)

Other time deposits (20) (703) (723) (142) (224) (366)

Total interest-bearing deposits 1,398 2,070 3,468 1,009 (9,429) (8,420)

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Note - Changes attributable to both volume and rate are allocated equally between rate and volume variances.

Overall, as demonstrated in the above table, net interest income grew $28.3 million in 2021, with higher earning asset volumes and lower rates on interest-bearing liabilities, which was partially offset by lower yields on interest-earning assets, driving the increase.

• For 2021, higher loan volume positively impacted interest income by $14.0 million, partially offset by lower interest rates on loans which negatively impacted interest income by $8.1 million, resulting in an increase in loan interest income of $5.9 million.

• Higher volumes of total securities balances contributed $24.4 million in additional interest income in 2021.

This was partially offset by the impact of lower interest rates earned on those securities resulting in a negative impact of $11.0 million on interest income.

• Lower interest rates on other interest-earning assets (primarily overnight funds and presold mortgages held for sale) in 2021 resulted in $1.2 million in lower interest income, which was partially offset by higher volume.

• Lower interest rates paid on deposits drove a $9.7 million decrease in deposit interest expense in 2021.

Reductions in rates on deposits more than offset the higher volumes of interest-bearing demand balances.

• Lower levels of borrowings resulted in a decrease in borrowings interest expense of $1.6 million in 2021.

Provision for Credit Losses (Loans and Unfunded Commitments)

Prior to our implementation of CECL, the provision for credit losses was based on the then-applicable Incurred Loss model and represented an estimate of probable incurred losses in the loan portfolio at the end of each reporting period.

Overall, as demonstrated in the above table, net interest income grew $78.5 million in 2022.

Higher earning asset volumes were the primary driver of the increase in income.

In addition, market rate increases were a contributing factor as the Federal Reserve raised short-term rates 425 basis points during the year.

The Federal Reserve has continued to increase short-term interest rates into 2023 as they implement monetary policy in an effort to combat inflation.

• For 2022, higher loan volume was the primary contributor to increased interest income, driving $56.0 million of the increase.

Higher market rates contributed to an additional $3.0 million of loan interest income.

Variable rate loans comprise approximately 20% of the loan portfolio, accordingly, we are limited as to the magnitude of the impact we experience from each rate increase.

• Increases in both volume of average investment securities and yields on the portfolio resulted in additional interest income of $23.4 million in 2022.

• Average balances of other interest-earning assets (primarily overnight funds and presold mortgages held for sale) declined in 2022 and resulted in a $1.4 million decrease in interest income.

The impact of lower volumes was more than offset by the increase in market rates contributing $4.0 million in additional interest income for the year.

• The increase of $3.5 million in interest expense on deposits was a combination of higher volumes, primarily in money market deposit accounts and other time deposits, and higher rates on accounts as as we have begun to experience some pressure to reprice deposits given the increase in market rates.

• Higher levels of borrowings, primarily in short-term FHLB advances to fund loan demand and deposit fluctuations, resulted in an increase in borrowings interest expense of $1.0 million in 2022.

The more significant contributor to the increase in interest expense was the repricing of our variable rate trust preferred securities and the higher cost of short-term advances, which added $2.1 million to interest expense for the year.

Provision for Loan Losses and Provision for Unfunded Commitments

We implemented CECL effective January 1, 2021.

Prior to that, the provision for loan losses was based on the incurred loss impairment framework for loan losses under ASC 310-30 which represented an estimate of probable incurred losses in the loan portfolio at the end of each reporting period.

Under CECL, the provision for credit losses represents our current estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments.

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The allowance for unfunded commitments is included in other liabilities in the consolidated balance sheets.

The provision for loan losses was $9.6 million in 2021 under the CECL method, compared to $35.0 million in 2020 under the Incurred Loss method.

The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined under the applicable accounting standards in effect at each balance sheet date.

Under the CECL methodology, during 2021 we reversed $4.5 million in provision for credit losses due to improving asset quality and better economic forecasts.

Offsetting the provision reversal was the "Day 2" provision expense of $14.1 million which was the calculated ACL recorded for Non-PCD loans acquired from Select after the initial credit mark adjustment was recorded to the loans.

The elevated provision expense in 2020 was primarily a result of the higher estimated incurred losses resulting from macroeconomic effects of the COVID-19 pandemic and exposures to loans with characteristics or in industries that had greater loss exposure due to the economic uncertainties brought on by COVID-19.

Total net charge-offs for 2021 were $2.7 million compared to $4.0 million in 2020.

In 2020, the higher net charge-offs were driven by $3.2 million of net charge-offs in our SBA portfolio, and was concentrated in the "commercial, financial, and agricultural" category.

Also under the CECL method, we recorded $5.4 million in provision for unfunded commitments, which included $3.9 million recorded in the fourth quarter of 2021 upon the acquisition of Select.

There was no provision for unfunded commitments in 2020 under the Incurred Loss method.

The provisions for 2021 were recorded primarily due to increases in construction and land development loan commitments during the year.

The provision for loan losses was $12.6 million in 2022 and $9.6 million in 2021.

The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined under the CECL model.

The increase in the provision for the year ended December 31, 2022 as compared to the prior year was a combination of loan growth during the year, which increased $583.4 million, and updated economic forecasts and loss driver inputs to the CECL model.

We subscribe to a third-party service which provides a quarterly macroeconomic scenarios for the United States economy.

For 2022, we utilized the baseline forecast, which incorporates an equal probability of the United States economy performing better or worse than the projection.

The economic forecasts throughout the year have projected general weakening of the economy demonstrated in higher projected unemployment rates, lower GDP, and declining price indices for both commercial real estate and residential mortgages.

These worsening economic projections translated to higher forecasted losses in our loan portfolio and a higher estimated ACL.

Also under the CECL method, in 2022 we recorded a reduction in the provision for unfunded commitments of $0.2 million compared to $5.4 million in provision for unfunded commitments for 2021.

Changes in the level of provision each year are generally related to fluctuations in the level of available credit lines and updated loss drivers.

Additional discussion on the CECL method and our asset quality and credit metrics, which impact our provision for credit losses, is provided in the "Nonperforming Assets" and "Allowance for Credit Losses and Loan Loss Experience" sections following.

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$ 15,523 12,317 11,098

Other service charges, commissions and fees - interchange income, net of interchange expense 18,480 14,142 13,814

Other service charges, commissions and fees - interchange income, net 14,996 18,480 14,142

Other service charges, commissions, and fees - other 11,298 7,036 5,955

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3,847 2,885 2,533

Securities gains (losses), net

(1,237) 8,024 97

Securities (losses) gains, net — (1,237) 8,024

Other gains (losses), net

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Non-GAAP adjustments - Exclude:

Securities (gains) losses, net

1,237 (8,024) (97)

Securities losses (gains), net — 1,237 (8,024)

Other (gains) losses, net

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The increase in 2022 was primarily due to growth in the number of checking accounts generating fees, as well as higher NSF activity during the year.

Also contributing to the increase was the addition of Select deposit accounts and related income in the fourth quarter of 2021.

Total "Other service charges, commissions and fees" related to net interchange income from bankcard activity amounted to $18.5 million in 2021, a 30.7% increase from the $14.1 million in 2019.

The growth in card usage by our customers is related to the higher volume of outstanding cards giving rise to increased transaction volume as well as customer payment preferences.

General growth of our bank also contributed to the increase in this line item in 2021.

In addition to the organic growth we experienced during the year, the acquisition of Select deposit accounts in the fourth quarter of 2021 contributed to the higher service charge income during 2022.

Total "Other service charges, commissions and fees - interchange income,net" from bankcard activity amounted to $15.0 million in 2022, a 18.9% decrease from the $18.5 million in 2021.

While the number of cards outstanding and volume of transactions continues to grow, we became subject to the Durbin Amendment limitations on interchange fees effective July 1, 2022.

The decrease in revenue is a direct result of the lower interchange fee per transaction for the last six months of the year.

We anticipate lower levels of interchange revenue going forward as we will continue to be subject to the Durbin Amendment limitations.

"Other service charges, commissions and fees - other" includes items such as SBA guarantee servicing fees, ATM charges, wire transfer fees, safety deposit box rentals, fees from sales of personalized checks, and check cashing fees.

The increases in this line item in 2021 of $1.1 million, or 18.2%, were primarily due to growth in the number of accounts and related transaction activity, as well as the Bank's deposit base increases.

The increase in this item in 2022 of $4.3 million, or 60.6%, was primarily due to growth in the number of accounts and related transaction activity, as well as the Bank's deposit base increases.

Fees from presold mortgages amounted to $2.1 million in 2022, a decline of $8.9 million or 80.8% from 2021.

The decrease was due in part to lower originations, combined with a higher percentage of mortgages retained in the portfolio during 2021 as compared to the prior year.

Mortgage loan refinancing and origination volumes declined significantly during the year due primarily to the rapid increases in mortgage interest rates.

Lower originations, combined with a higher percentage of mortgages retained in the portfolio during 2022 as compared to the prior year, resulted in the lower revenue from mortgage loan sales.

We anticipate lower revenue from sales of mortgage loans as long as the higher interest rate environment continues and originations are slower.

Commissions from sales of insurance and financial products amounted to $5.2 million in 2022, down $1.8 million from 2021.

The decrease is due to the sale of the majority of the assets of First Bank Insurance, our property and casualty insurance subsidiary, in June 2021.

The reduction in SBA consulting services in 2021 of $1.4 million, or 16.3%, is directly related to the wind-down of the PPP loan program.

SBA Complete recognized $4.7 million in PPP fees during 2020 as compared to $3.2 million in 2021.

The increase in BOLI income in 2021 was related to the acquisition of Select which had $31.1 million in BOLI as of the date of acquisition.

During 2021, we sold approximately $106.5 million in securities at a loss of $1.2 million.

This is compared to sales transactions in 2020 of $219.7 million for a gain of $8.0 million.

The securities sold were in the normal course of business and our ALCO determination to adjust our portfolio in light of the market rates and the overall portfolio composition.

“Other gains (losses), net” amounted to a net gain of $1.6 million for 2021 related to the sale of the Company's property and casualty insurance subsidiary during the year.

The decrease is due to the sale of the majority of the assets of First Bank Insurance in June 2021.

The reduction in SBA consulting services in 2022 of $4.6 million, or 63.9%, is primarily related to the wind-down of the PPP loan program.

SBA Complete recognized $3.2 million in PPP fees during 2021 as compared to $355,000 in 2022.

SBA loan sale gains declined $2.3 million in 2022 related in part to lower loan originations in the current year as compared to 2021.

Also contributing to the lower fees was the expiration of the 90% SBA guarantee level effective during 2021 as a part of the CARES Act, which resulted in a lower portion of each loan being available to be sold in 2022.

The 33.3% increase in BOLI income in 2022 was related to the acquisition of Select in the fourth quarter of 2021 which had $31.1 million in BOLI assets as of the date of acquisition.

“Other gains (losses), net” amounted to a net gain of $7.3 million for 2022 related primarily to death benefits realized on BOLI.

The 2021 gain was related to the sale of First Bank Insurance during that year.

Noninterest Expenses

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Amortization of intangible assets 3,684 3,531 3,956

Credit card rewards and other expenses 4,609 3,599 2,759

Bankcard expenses 1,653 4,609 3,599

Telephone and data lines 3,631 3,087 2,893

Software costs 5,133 5,035 4,326

Software licenses and other software costs 6,064 5,316 5,150

Data processing expense 7,535 5,959 4,743

Advertising and marketing expense 2,580 2,297 3,120

Professional fees 4,350 2,992 2,794

Advertising and marketing 3,032 2,580 2,297

Corporate and FDIC insurance costs 4,858 3,986 3,136

Non-credit losses 2,721 1,136 1,024

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Total $ 195,220 184,656 161,298

Total personnel expense increased from $101.0 million in 2020 to $103.2 million in 2021, an increase of $1.9 million, or 2.2%.

Within personnel expense, salaries expense increased $1.9 million, or 2.6%, while employee benefits expense increased $0.4 million, or 2.5%.

Within salaries expense, commissions declined $1.0 million, or 12.5%, related to the lower mortgage banking activity, while bonuses increased $2.1 million due to the improved corporate performance.

Merger and acquisition expenses amounted to $16.8 million in 2021 related to the acquisition of Select.

The expenses were primarily comprised of severance costs and data processing conversion expenses.

Credit card expenses have increased $1.0 million, or 28.1%, relative to the higher levels of outstanding cards and activity generating revenue.

Telephone and data, software costs, data processing expenses, and advertising and marketing expenses did not vary significantly among the periods presented, increasing in 2021 related to higher levels of activity and the incremental costs from Select commencing in the fourth quarter of the year.

Non-credit losses remained relatively unchanged for the periods presented, with losses primarily related to debit card and credit card fraud losses.

In general, between 2021 and 2022, the 5.7% increase in total noninterest expenses, as well as the increases in most of the individual expense line items in the above table, was driven by higher operating expense from additional personnel and locations, as well as increases in the number of customer accounts and transactions resulting from the Select acquisition which occurred in the fourth quarter of 2021.

We anticipate increases in operating expenses as we continue to grow organically and through acquisitions.

The more notable variances in expense categories for 2022 follows.

Total personnel expense increased $14.5 million, or 14.0% in 2022, as compared to the prior year.

Within personnel expense, salaries expense increased $9.5 million, or 10.9%, and benefits increased $5.0 million or 30.2%, driven by the addition of full time associates, combined with the increase in employee insurance costs related to higher claims paid under our self-insured health insurance plan.

Merger and acquisition expenses were down $11.8 million in 2022 as compared to the prior year.

2022 merger expenses were related to the GrandSouth acquisition and were comprised primarily of investment banking fees and other professional fees, and conversion services.

The 2021 expenses were related to the Select acquisition and were comprised primarily of investment banking fees and other professional fees, severance costs, contract termination fees, and data processing conversion expenses.

We recorded income tax expense of $38.3 million in 2022, $24.7 million in 2021, and $21.7 million in 2020.

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The diversity of the economic bases of our market areas has historically provided a stable lending environment.

Total loans amounted to $6.1 billion at December 31, 2021, an increase of $1.4 billion, or 28.5%, from December 31, 2020.

Net loan growth for the year was as follows:

($ in thousands)

Loans at December 31, 2020 $ 4,731,315

Organic net growth, exclusive of PPP loans 382,794

Growth from acquisitions, net 1,164,882

PPP loan activity (197,276)

Loans at December 31, 2021 $ 6,081,715

Organic loan growth percentage 8.1 %

Total loan growth percentage 28.5 %

Total loans amounted to $6.7 billion at December 31, 2022, an increase of $583.4 million, or 9.6%, from December 31, 2021.

Net loan growth for the year was all organic growth as there were no acquisitions in 2022.

The following table provides a summary of the loan portfolio composition at each of the past five year ends.

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Real estate mortgage – residential (1-4 family) first mortgages 1,195,785 18 % 1,021,966 17 % 972,378 21 % 1,105,014 25 % 1,054,176 25 %

1,021,966 17 % 972,378 21 % 1,105,014 25 % 1,054,176 25 % 972,772 24 %

Real estate mortgage – home equity loans/lines of credit 323,726 5 % 331,932 5 % 306,256 6 % 337,922 8 % 359,162 8 %

331,932 5 % 306,256 6 % 337,922 8 % 359,162 8 % 379,978 9 %

Real estate mortgage – commercial and other 3,510,261 53 % 3,194,737 53 % 2,049,203 43 % 1,917,280 43 % 1,787,022 42 %

3,194,737 53 % 2,049,203 43 % 1,917,280 43 % 1,787,022 42 % 1,696,107 42 %

Consumer loans 60,659 1 % 57,238 1 % 53,955 1 % 56,172 1 % 71,392 2 %

Loans, gross 6,666,548 100 % 6,083,419 100 % 4,735,013 100 % 4,451,525 100 % 4,247,765 100 %

Unamortized net deferred loan costs (fees)

(1,704) (3,698) 1,941 1,299 (986)

Unamortized net deferred loan (fees) costs (1,403) (1,704) (3,698) 1,941 1,299

Total loans $ 6,665,145 6,081,715 4,731,315 4,453,466 4,249,064

The majority of our loan portfolio over the years has been real estate mortgage loans, with all loan categories secured by real estate historically comprising approximately 87% to 89% of our outstanding loan balances.

In 2020, our total loans secured by real estate decreased to 82% of outstanding loan balances due to an increase in PPP loans, which are unsecured loans and are included in the line item "commercial, financial, and agricultural" as discussed further below.

The majority of our loan portfolio over the years has been real estate mortgage loans, including commercial and residential mortgages.

All loan categories secured by real estate, including construction and land loans, have historically ranged from approximately 85% to 90% of the loan portfolio.

Except for construction, land development, and other land loans, the majority of our real estate loans are personal and commercial loans where cash flow from the borrower’s occupation or business is the primary repayment source, with the real estate pledged providing a secondary repayment source.

Residential real estate loans declined from 25% of total loans at December 31, 2018 to 17% of total loans at December 31, 2021.

This decline was due to a combination of factors including consumers refinancing their home loans held by the Bank with long-term fixed rate loans, which we typically sell in the secondary market.

Additionally, the Select loan portfolio acquired during 2021 had only a 12.8% mix of residential real estate loans, thus driving down the overall portfolio percentage in this category.

Commercial real estate loans as a percentage of total loans increased to 53% at December 31, 2021 primarily due to the Select acquisition as 51% of its loan portfolio was in this category.

Commercial, financial, and agricultural loans returned to the historical level of approximately 11% of total loans at December 31, 2021, decreasing from 17% at the prior year end.

As noted above, the fluctuations were due primarily to PPP loans, which declined $197.3 million during 2021 due to forgiveness of loans.

We began originating PPP in April 2020 under the provisions of the CARES Act and subsequent federal acts.

These loans are fully guaranteed by the SBA and may be eligible for loan forgiveness under the provisions of the CARES Act.

During 2020, we funded approximately $247.5 million of PPP loans.

At December 31, 2020, we had a remaining balance of $240.9 million in PPP loans outstanding, which represented 30.8% of our commercial, financial, and agricultural loans and 5.1% of our total loans.

During 2021, we originated an additional $113.4 million of PPP loans, assumed $17.3 million from Select, and processed total PPP loan forgiveness of $339.2 million.

As of December 31, 2021, we had $39.0 million in outstanding PPP loans.

The largest component of our portfolio, commercial real estate loans, remained unchanged at 53% of the total portfolio at December 31, 2022 as compared to the prior year.

Residential real estate loans remained the second largest component at 18% of total loans at December 31, 2022.

This percentage is fairly stable with the prior year, but has declined somewhat over the last several years related to the increase in consumers refinancing their home loans and the Bank selling more residential loans in the secondary market prior to 2022.

Commercial, financial, and agricultural loans comprised 9% of total loans at December 31, 2022, down somewhat from the prior year end, but was in line with the historical level for this category.

The higher percentage for this category in 2020 was related to PPP loans made under the provisions of the CARES Act, which were forgiven in accordance with the PPP loan provisions from late 2020 through early 2022.

A summary of scheduled loan maturities, based on contractual maturity dates, over certain time periods is presented below, with fixed rate loans and adjustable rate loans shown separately.

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Early repayment of loans or renewals at maturity are not considered in this table.

Approximately 14% of our accruing loans outstanding at December 31, 2021 mature within one year and 50% of total loans mature within five years, with both of those measures being consistent with recent years.

Approximately 12% of our accruing loans outstanding at December 31, 2022 mature within one year and 45% of total loans mature within five years.

As of December 31, 2022, the percentages of variable rate loans and fixed rate loans as compared to total performing loans were 20% and 80%, respectively.

In recent years, the mix of variable rate loans to fixed rate loans has been shifting to more fixed rate loans which continue to be popular with many borrowers in order to lock in a low interest rate during the historically low interest rate environment that has been in effect.

While fixed rate loans present risk to our Company if interest rates rise, we measure our interest rate risk closely and, as discussed in the section “Interest Rate Risk” below, we do not believe that an increase in interest rates would materially negatively impact our net interest income.

In recent years, the mix of variable rate loans to fixed rate loans has been shifting to more fixed rate loans given the low interest rate environment prior to 2022 and borrowers' preference to lock in low rates.

While fixed rate loans present risk to our Company, in particular in rising interest rate environment as we have experienced in 2022, we measure our interest rate risk closely.

Refer to additional discussion in the section “Interest Rate Risk” below.

The Company’s loan portfolio is not concentrated in loans to any single borrower or to a relatively small number of borrowers.

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principal deferral periods, loans with initial interest-only periods, etc.), and loans with high loan-to-value ratios.

Additionally, there are industry practices that could subject the Company to increased credit risk should economic

conditions change over the course of a loan’s life.

Additionally, there are industry practices that could subject the Company to increased credit risk should economic conditions change over the course of a loan’s life.

For example, the Bank makes variable rate loans and fixed rate principal-amortizing loans with maturities prior to the loan being fully paid (i.e.

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Nonaccrual loans are loans on which interest income is no longer being recognized or accrued because management has determined that the collection of interest is doubtful.

Placing loans on nonaccrual status negatively impacts earnings because (i) interest accrued but unpaid as of the date a loan is placed on nonaccrual status is reversed and deducted from interest income, (ii) future accruals of interest income are not recognized until it becomes probable that both principal and interest will be paid, and (iii) principal charged-off, if appropriate, may necessitate additional provisions for loan losses that are charged against earnings.

Placing loans on nonaccrual status negatively impacts earnings because (1) interest accrued but unpaid as of the date a loan is placed on nonaccrual status is reversed and deducted from interest income;

(2) future accruals of interest income are not recognized until it becomes probable that both principal and interest will be paid;

and (3) principal charged-off, if appropriate, may necessitate additional provisions for loan losses that are charged against earnings.

In some cases, where borrowers are experiencing financial difficulties, loans may be restructured to provide terms significantly different from the originally contracted terms.

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As a matter of policy, we generally place all loans that are past due 90 or more days on nonaccrual basis.

The amount in this category at December 31, 2021 is related to two loans acquired from Select, one of which was renewed and the other of which was placed on nonaccrual in January 2022.

The increase in nonperforming loans in 2020 was driven by our SBA loan portfolio and the impact of the pandemic, as many of the delinquent SBA loans which did not qualify for the SBA's relief payment plan defaulted for both pandemic and other reasons and were transferred to nonaccrual status.

The $5.6 million increase in NPAs in 2021 was a direct result of the Select acquisition.

While the balance of NPAs increased, our asset quality ratios improved in 2021 overall relative to the increased loan portfolio, and we continue to see improving trends in asset quality.

There were no accruing loans that are past due 90 or more days at December 31, 2022.

At December 31, 2021, there were $1.0 million in this category related to two loans acquired from Select, one of which was renewed and the other of which was placed on nonaccrual in January 2022.

We continue to see improving trends in asset quality.

Our total nonperforming loans to total loans declined 26 basis points to 0.56% at December 31, 2022, while our total NPA ratio decreased 14 basis points to 0.36% at December 31, 2022.

The increase in NPAs in 2021 was a direct result of the Select acquisition, combined with the lingering impact of the Covid-19 pandemic.

Additional discussion of the credit quality classification status of our loans is contained in Note 4 to our consolidated financial statements.

As of December 31, 2021, SBA loans accounted for approximately $16.8 million of our nonaccrual loans, or 9.8%, of the total non-PPP SBA portfolio, compared to $18.4 million, or 10.8%, of the non-PPP SBA portfolio at December 31, 2020.

We continue to closely monitor the SBA loan portfolio and give it appropriate consideration when evaluating the adequacy of the ACL as those loans are generally considered inherently more risky than other loans in out portfolio.

As of December 31, 2022, SBA loans accounted for approximately $14.6 million of our nonaccrual loans, or 9.5%, of the total SBA portfolio, and carried guarantees from the SBA totaling $5.8 million.

This is compared to $16.8 million, or 9.8%, of the non-PPP SBA portfolio at December 31, 2021.

Refer to additional discussion of the ACL below.

As shown in Note 4 to the consolidated financial statements, our accruing past due loans (30 or more days) have declined $6.3 million to total $16.0 million at December 31, 2021, which is generally reflective of the improved economic conditions experienced during 2021.

We had no loans in COVID-19 payment-deferral status as of year end.

As shown in Note 4 to the consolidated financial statements, our accruing past due loans (30 or more days) have declined $7.8 million million to total $8.2 million at December 31, 2022.

We classify loans as “special mention” when there is a defined weakness or weaknesses that jeopardize the repayment by the borrower and there is a distinct possibility that we could sustain some loss if the deficiency is not corrected.

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Foreclosed properties includes primarily foreclosed real estate.

Total foreclosed real estate amounted to $3.1 million at December 31, 2021, up from $2.4 million in 2020.

The increase is related to two properties added with the Select acquisition.

We continue to see active real estate markets and steady activity for sales of foreclosed properties.

Total foreclosed real estate amounted to $0.7 million at December 31, 2022, down from $3.1 million in 2021.

The decrease is related to the sale of properties in 2022 as we continue to see active real estate markets and steady sales activity.

Only one property was added to foreclosed real estate during 2022 while we completed the sale of six properties during the year.

Allowance for Credit Losses and Loan Loss Experience

The total allowance for credit losses amounted to $91.0 million at December 31, 2022 compared to $78.8 million at December 31, 2021.

The increase was driven by (1) the initial $14.6 million ACL recorded at adoption of the CECL and (2) the initial "Day 2" provision for loan losses on Select acquired non-PCD loans of $14.1 million.

In addition, there was $4.9 million "Day 1" ACL which we reclassified from credit fair value mark to ACL on the Select's acquired PCD loans.

As previously discuss in "Critical Accounting Policies and Estimates", we adopted CECL effective January 1, 2021.

As discussed previously in the Provision for Loan Losses section, the increase in the ACL at December 31, 2022 as compared to the prior year was driven by the loan growth experienced during the year requiring an allowance be provided, combined with the deteriorating economic forecasts and loss driver inputs to the CECL model.

The economic forecasts provided by a third-party service for our CECL model calculations have projected general weakening of the economy demonstrated in higher projected unemployment rates, lower GDP, and declining price indices for both commercial real estate and residential mortgages.

These worsening economic projections translated to higher forecasted life of loan losses in our portfolio and a higher estimated ACL.

The ACL reflects our estimate of life of loan expected credit losses that will result from the inability of our borrowers to make required loan payments.

We established the incremental increase in the ACL at adoption date through equity and subsequently record amounts needed to adjust the ACL for our current estimate of expected credit losses through a provision for credit losses charged to earnings.

We record loans charged off against the ACL in the period in which such loans, in management's opinion, become uncollectible.

Subsequent recoveries, if any, increase the ACL when they are recognized.

We use systematic methodologies to determine the ACL for loans and the allowance for certain off-balance-sheet credit exposures.

The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loan portfolio.

The allowance for unfunded commitments represents expected losses on unfunded loan commitments that are expected to result in outstanding loan balances and is included in other liabilities in the the consolidated balance sheets.

We consider the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio.

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When a loan no longer shares similar risk characteristics with its segment, the loan is evaluated on an individual basis applying a DCF or asset approach for collateral-dependent loans.

Refer to Note 1 of the consolidated financial statements for a discussion of our CECL methodology used to determine the ACL and allowance for unfunded commitments.

Refer to Note 1 of the consolidated financial statements for a discussion of our CECL methodology used to determine the ACL.

Our assessment of the ACL involves uncertainty and judgment and is subject to change in future periods.

The amount of any changes could be significant if the assessment of loan quality or collateral values changes substantially with respect to one or more loan relationships or portfolios or if there is a significant change in the reasonable and supportable forecast used to model our expected credit losses.

The allocation of the ACL is based on reasonable and supportable forecasts, historical data, subjective judgment, and estimates and therefore, may not be predictive of the specific amounts or loan categories in which charge-offs may ultimately occur.

bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for loan losses in future periods if, in their opinion, the results of their review warrant such additions.

We strive to maintain our loan portfolio in accordance with what management believes are conservative loan underwriting policies that result in loans specifically tailored to the needs of our market areas.

Every effort is made to identify and minimize the credit risks associated with such lending strategies.

We have no foreign loans, few agricultural loans, and we do not engage in significant lease financing or highly leveraged transactions.

Commercial loans are diversified among a variety of industries.

The majority of loans captioned in the Loan Portfolio Composition table in the above "Loans" section as “real estate” loans are personal and commercial loans where cash flow from the borrower’s occupation or business is the primary repayment source, with the real estate pledged providing a secondary repayment source.

Collateral for the majority of these loans is located within our principal market area.

The following table sets forth the allocation of the allowance for loan losses by loan category at the dates indicated.

However, the allowance for loan losses is available to absorb losses in all categories.

The allocation of the ACL as presented in the following table is based on reasonable and supportable forecasts, historical data, subjective judgment, and estimates and therefore, may not be predictive of the specific amounts or loan categories in which charge-offs may ultimately occur.

In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for loan losses in future periods if, in their opinion, the results of their review warrant such additions.

The following table sets forth the allocation of the ACL by loan category at the dates indicated.

However, the ACL is available to absorb losses in all categories.

Allocation of the Allowance for Credit Losses

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15,128 1.62 % 16,519 1.99 % 5,355 0.94 % 1,976 0.37 % 2,243 0.43 %

Real estate – residential (1-4 family) first mortgages 8,686 0.85 % 8,048 0.83 % 3,832 0.35 % 5,197 0.49 % 6,147 0.63 %

Real estate – mortgage - home equity lines of credit 4,337 1.31 % 2,375 0.78 % 1,127 0.33 % 1,665 0.46 % 1,827 0.48 %

Real estate mortgage – residential (1-4 family) first mortgages 11,354 0.95 % 8,686 0.85 % 8,048 0.83 % 3,832 0.35 % 5,197 0.49 %

Real estate mortgage - home equity loans/lines of credit 3,158 0.98 % 4,337 1.31 % 2,375 0.78 % 1,127 0.33 % 1,665 0.46 %

Real estate mortgage - commercial and other 40,709 1.16 % 30,342 0.95 % 23,603 1.15 % 8,938 0.47 % 7,983 0.45 %

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Consumer loans (633) (309) (579) (522) (472)

Total (charge-offs) recoveries $ (2,680) (4,049) (1,904) 1,330 (1,206)

Total net (charge-offs) recoveries $ (422) (2,680) (4,049) (1,904) 1,330

Average loans:

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Allowance for credit losses as a percent of loans at end of year 1.36 % 1.30 % 1.11 % 0.48 % 0.50 %

Allowance for credit losses as a multiple of net charge-offs 29.40x 12.94x 11.24x n/m 19.32x

Allowance for credit losses as a multiple of net charge-offs 215.56 29.40 12.94 11.24 n/m

Provision for loan losses as a percent of net charge-offs 2985.78 % 358.62% 865.37% 118.86% n/m

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n/m – not meaningful

Net loan charge-offs amounted to $2.7 million in 2021, a decline from $4.0 million in 2020 which is indicative of the improving economic environment.

In 2021, we recorded $2.5 million of charge-offs within our SBA loan portfolio, which were in the "commercial, financial, and agricultural" and "real estate - mortgage - commercial" categories and which accounted for 93% of our total net charge-offs for the year.

The SBA loan portfolio recorded net charge-offs in 2020 of $3.2 million, or nearly 80% of total net charge-offs for that year.

The ACL to total loans ratio increased to 1.30% in 2021 from 1.11% as of the prior year end related to the implementation of CECL and the initial provision for the Select acquisition as previously discussed.

Our securities portfolio totaled $2.9 billion at December 31, 2022, compared to $3.1 billion at December 31, 2021.

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The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits.

All of our mortgage-backed securities, which include both securities AFS and HTM securities, are issued by GSEs or GNMA, and are traded in liquid secondary markets.

Over 99% of our mortgage-backed securities, which include both AFS and HTM securities, are issued by GSEs or GNMA, and are traded in liquid secondary markets.

These securities are recorded on the balance sheet at fair value for the AFS portfolio and at cost for the HTM portfolio.

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Securities available for sale:

US Treasury securities $ 168,758 — —

Government-sponsored enterprise securities

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Average total securities during year $ 3,356,486 2,367,591 1,002,008

The increase in securities in each year presented was directly related to the significant increase in deposits generating liquidity in excess of levels needed to fund new loan originations.

The excess cash balances were deployed into fixed rate securities so that we could realize higher yields.

The decrease in securities for the year ended December 31, 2022 was primarily due the decrease in market valuations on AFS securities associated with the sharp increase in bond yields.

Also contributing to the decline was regular principal repayments received on mortgage-backed securities more than offsetting purchases early in the year.

The table below presents the composition, tax equivalent yields, and remaining maturities of our securities as of December 31, 2022.

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Securities Portfolio Maturity Schedule

($ in thousands) Government-sponsored enterprise securities Mortgage-backed securities (1)

($ in thousands) US Treasury securities Government & govt.-sponsored enterprise securities Mortgage-backed securities (1)

Corporate debt securities Total Weighted Average Yield (2)

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Weighted-average yield (2)

Weighted average maturity 8.0 years 6.2 years 2.3 years 6.2 years

2.33 % 1.17 % 1.71 % 3.78 % 1.57 %

Weighted average maturity years 1.48 7.07 7.09 2.86 6.15

Mortgage-backed securities (1)

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Weighted-average yield (2)

Weighted average maturity 2.5 years 10.1 years 9.8 years

2.41 % 2.06 % 2.07 %

Weighted average maturity years 3.06 11.71 11.47

(1) Mortgage-backed securities are shown maturing in the periods consistent with their estimated lives based on expected prepayment speeds.

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The majority of our GSE securities carry one maturity date, often with an issuer call feature.

At December 31, 2021, of the $69.2 million in AFS GSE securities, $38.8 million were issued by the FFCS, $28.5 million were issued by the FHLMC, and the remaining $1.9 million were issued by the FHLB.

At December 31, 2022, of the $57.4 million in AFS GSE securities, $32.3 million were issued by the FFCB, $23.6 million were issued by the FHLMC, and the remaining $1.5 million were issued by the FHLB.

Nearly all of our $2.0 billion in AFS mortgage-backed securities at December 31, 2022 were issued by the FHLMC, FNMA, GNMA, or the SBA, each of which is a government agency or government-sponsored corporation and guarantees the repayment of the securities.

Included in this total are commercial mortgage-backed securities of $937.6 million.

Included in this total are commerical mortgage-backed securities of $810.9 million.

Mortgage-backed securities vary in their repayment in correlation with the underlying pools of mortgage loans.

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These securities had fair values that were lower than their carrying values by $109.2 million at December 31, 2022.

Approximately $20.2 million of the securities held to maturity are mortgage-backed securities that have been issued by either the FHLMC or FNMA.

The remaining $493.6 million in securities HTM are comprised almost entirely of highly-rated municipal bonds issued by state and local governments throughout the nation.

Approximately $15.2 million of the HTM securities were mortgage-backed securities that have been issued by either the FHLMC or FNMA.

The remaining $526.6 million in HTM securities were comprised almost entirely of highly-rated municipal bonds issued by state and local governments throughout the nation.

We have no significant concentration of bond holdings from one state or local government entity, with the single largest exposure to any one entity being $9.5 million.

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Total deposits amounted to $9.2 billion at December 31, 2022, an increase of $0.1 billion, or 1.1%, from December 31, 2021.

Deposit growth for the year was as follows:

($ in thousands)

Deposits at December 31, 2020 $ 6,273,596

Organic net growth 1,346,060

Growth from acquisitions, net 1,504,973

Deposits at December 31, 2021 $ 9,124,629

Organic deposit growth percentage 21.5 %

Total deposit growth percentage 45.4 %

Our high core deposit growth in 2021, which has continued from 2020, is believed to be due to a combination of stimulus funds and deposits arising from PPP loans, changes in customer behaviors during the pandemic, a flight to quality to FDIC-insured banks, as well as our ongoing deposit growth initiatives.

Deposit growth for the year was entirely organic as there were no acquisitions during 2022.

While total deposits increased in 2022, we experienced a decline in retail customer deposits of 1.7% from the prior year end.

Brokered deposits were utilized as needed during the year to fund loan growth and fluctuations in deposit accounts.

We believe the decline in retail deposits was a result of customer behaviors shifting from the activity experienced during the pandemic, combined with the increase in market rates and resulting competition for deposits.

In addition, although the number of net new deposit accounts increased, the average balance per account declined year-over-year.

We routinely engage in activities designed to grow and retain deposits, such as (1) emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with us, (2) pricing deposits at rate levels that will attract and/or retain deposits, and (3) continually working to identify and introduce new products that will attract customers or enhance our appeal as a primary provider of financial services.

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Savings accounts 728,641 8 % 708,054 8 % 519,266 8 % 424,415 9 % 432,390 9 %

Time deposits >$100,000 605,999 7 % 544,143 9 % 563,806 11 % 451,047 10 % 353,464 8 %

Other time deposits 464,343 5 % 547,669 6 % 415,269 7 % 462,898 9 % 445,594 10 %

Time deposits >$250,000 276,319 3 % 357,355 4 % 355,441 6 % 356,033 7 % 269,453 6 %

Total customer deposits 8,965,618 97 % 9,117,214 100 % 6,253,374 100 % 4,845,214 98 % 4,420,031 95 %

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Total deposits $ 9,227,529 100 % 9,124,629 100 % 6,273,596 100 % 4,931,355 100 % 4,659,906 100 %

Our deposit mix continues a trend of being more heavily concentrated in transaction and non-time deposit accounts, with time deposits declining from 21% of total deposits at December 31, 2018, to 10% at December 31, 2021.

This is beneficial for us, as non-time deposit accounts generally carry lower interest rates compared to time deposits and allows us to reprice these deposit categories at any time.

We believe that the shift in mix from time deposits has been due in part to the relatively small gap between the interest rates that we pay on transaction accounts versus the rates we pay on time deposits.

As demonstrated in the table below, the majority of our time deposits greater than $100,000 mature within one year, with 50% maturing within the next six months.

As a result of the strong retail deposit growth in 2020, we were able to reduce our level of brokered deposits during the year by $65.9 million, a decrease of 76.5%.

Broker deposits were reduced a further $12.8 million in 2021.

Our deposit mix continues to be predominately transaction and non-time deposit accounts, with total time deposits declining from 21% of total deposits at December 31, 2018 to 11% at December 31, 2022.

Such a shift in mix is beneficial for us, as non-time deposit accounts generally carry lower interest rates compared to time deposits and allows us to reprice these deposit categories at any time.

Approximately 88% of our time deposits mature within one year.

As of December 31, 2022, we held approximately $3.5 billion in uninsured deposits, including $276.3 million of uninsured time deposits.

The table below presents maturities of time deposits of $100,000 or more, and maturities of uninsured time deposits of more than $250,000 as of December 31, 2021.

Maturities of Time Deposits

The table below presents maturities of time deposits of more than $250,000 as of December 31, 2022.

As of December 31, 2022

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Months Over 12

Time deposits of $100,000 or more $ 166,902 137,720 193,292 115,500 613,414

Uninsured time deposits of more than $250,000 included above $ 68,261 62,279 59,390 34,643 224,573

At each of the past three year ends, we had no deposits issued through foreign offices, nor do we believe that we held any deposits by foreign depositors.

Uninsured time deposits of more than $250,000 $ 72,133 85,194 84,171 34,821 276,319

At each of the past three year ends, we had no deposits issued through foreign offices, nor do we believe that we held any deposits of foreign depositors.

We typically utilize borrowings to provide balance sheet liquidity and to fund imbalances in our loan growth compared to our deposit growth.

Total borrowings at December 31, 2021 increased $5.6 million since the prior year end.

Select had $12.4 million of borrowings as of the acquisition date.

During 2021, FHLB advances decreased $5.7 million through scheduled payments and the early repayment of one advance.

Our borrowings outstanding are as follows:

Total borrowings at December 31, 2022 increased $220.1 million over the prior year end.

During 2022, FHLB advances increased $219.9 million related to short-term advances required to fund loan growth and fluctuations in deposit balances.

Our borrowings outstanding as of the dates presented were as follows:

($ in thousands) December 31, 2022 December 31, 2021

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As noted in the table above, at December 31, 2022, we had $69.1 million of borrowings structured as trust preferred capital securities which qualify as capital for regulatory capital adequacy requirements.

The Company issued $46.4 million of these securities, $10.3 million was assumed from our acquisition of Carolina Bank, and $12.4 million was assumed from our acquisition of Select.

The Company issued $46.4 million of these securities, $10.3 million was assumed in our acquisition of Carolina Bank, and $12.4 million was assumed in our acquisition of Select.

At December 31, 2022, the Company had three sources of readily available borrowing capacity:

• A line of credit with the FHLB of approximately $866 million which can structured as either short-term or long-term borrowings, depending on the particular funding or liquidity need, and is secured by our FHLB stock and a blanket lien on most of our real estate loan portfolio.

• A $100 million federal funds line of credit with a correspondent bank which provides for overnight unsecured federal funds purchased.

• A line of credit with the FHLB of approximately $847.1 million which can be structured as either short-term or long-term borrowings, depending on the particular funding or liquidity need, and is secured by our FHLB stock and a blanket lien on most of our real estate loan portfolio.

• Federal funds lines of credit from several correspondent banks totaling $265.0 million which provide for overnight unsecured federal funds purchased.

• A line of credit with the Federal Reserve of approximately $165.4 million which is secured by a blanket lien on a portion of our commercial and consumer loan portfolio (excluding real estate loans).

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Our primary liquidity sources are net income from operations, cash and due from banks, federal funds sold, and other short-term investments.

Our securities

portfolio is comprised almost entirely of readily marketable securities which could also be sold to provide cash.

In addition, we have available lines of credit from the FHLB and Federal Reserve.

Our securities portfolio is comprised almost entirely of readily marketable securities which could also be sold to provide cash.

In addition, we have available lines of credit from the FHLB and Federal Reserve, as well as federal funds lines from several correspondent banks.

Our overall liquidity started increasing in 2020 and continued into 2021 due to significant and continued deposit growth that outpaced our loan growth.

Our liquid assets (cash and AFS securities) as a percentage of our total deposits and borrowings amounted to 33.6% at December 31, 2021.

We continue to believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future.

During 2022, we have managed our primary liquid assets (cash and AFS securities) to lower levels in order to meet loan demand and maximize our margins.

In addition during 2022, we have had decreases in retail deposit levels as market rates for deposits became more competitive and customer behaviors shifted from the activity experienced during the pandemic.

Our liquid assets as a percentage of our total deposits and borrowings amounted to 27.2% at December 31, 2022.

We believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future.

We will continue to monitor our liquidity position carefully and will explore and implement strategies to increase liquidity if deemed appropriate.

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Operating leases 2,360 3,869 3,232 18,441 27,902

Time deposits 735,619 125,695 41,113 10,012 912,439

Time deposits, including brokered deposits 882,740 89,299 29,649 884 1,002,572

Non-qualified postretirement plan liabilities 340 712 772 5,783 7,607

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Amount of Commitment Expiration Per Period ($ in thousands)

Other Commercial

Other Commercial Commitments

As of December 31, 2022 Less

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In the event that we are required to honor a standby letter of credit, a note, already executed by the customer, becomes effective providing repayment terms and any collateral.

Over the past several years, we have had to honor only a few standby letters of

credit, none of which resulted in any loss to the Company.

Over the past several years, we have had to honor only a few standby letters of credit, none of which resulted in any loss to the Company.

We expect any draws under existing commitments to be funded through normal operations.

It has been our experience that deposit withdrawals are generally able to be replaced with new deposits when needed.

Based on that assumption, management believes that it can meet its contractual cash obligations and existing commitments from normal operations.

Based on that assumption, management believes that he Bank can meet its contractual cash obligations and existing commitments from normal operations.

Capital Resources and Shareholders’ Equity

Shareholders’ equity at December 31, 2021 amounted to $1.2 billion compared to $893.4 million at December 31, 2020.

Shareholders’ equity at December 31, 2022 amounted to $1.0 billion compared to $1.2 billion at December 31, 2021.

The two basic components that typically have the largest impact on our shareholders’ equity are net income, which increases shareholders’ equity, and dividends declared, which decrease shareholders’ equity.

Additionally, any stock issuances can significantly increase shareholders’ equity, including those associated with acquisitions, and any stock repurchases reduce shareholders’ equity.

In 2021, the most significant factors that impacted our shareholders' equity were (1) the issuance of stock totaling $324.4 million in the Select acquisition which increased equity;

(2) $95.6 million net income reported for 2021, which increased equity, (3) common stock dividends declared of $24.2 million, which reduced equity, and (4) other comprehensive loss of $39.3 million driven by unrealized losses on AFS securities which decreased equity.

See the consolidated statements of shareholders’ equity within the consolidated financial statements for disclosure of other less significant items affecting shareholders’ equity.

Finally, fluctuations in the amount of AOCI, generally driven by market rate changes resulting in increases or decreases in unrealized gains/losses on AFS securities, can have a significant impact on total equity.

In 2022, the most significant factors that impacted our shareholders' equity were (1) $317.0 million reduction in equity related to changes in AOCI driven by higher unrealized losses on AFS securities;

(2) $146.9 million net income reported for 2022, which increased equity, and (3) common stock dividends declared of $31.4 million, which reduced equity.

As discussed in “Borrowings” above, we also currently have $69.1 million in trust preferred securities outstanding, all of which qualify as Tier I capital under regulatory standards.

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Shareholders’ equity $ 1,031,596 1,230,575 893,421

$ 1,230,575 893,421 852,401

Intangible assets, net of deferred tax liability (363,202) (366,609) (239,702)

(366,609) (239,702) (236,636)

Accumulated other comprehensive income adjustments 341,975 24,970 (14,350)

24,970 (14,350) (5,123)

Total Common Equity Tier I capital 1,010,369 888,936 639,369

888,936 639,369 610,642

Tier I capital:

Trust preferred securities eligible for Tier I capital treatment 63,589 63,336 52,496

Deductions from Tier I capital — — —

Total Tier I leverage capital 1,073,958 952,272 691,865

952,272 691,865 662,987

Tier II capital:

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Tier II capital additions 97,126 88,692 52,970

88,692 52,970 21,944

Total capital $ 1,171,084 1,040,964 744,835

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Adjusted fourth quarter average assets $ 10,215,571 10,144,760 7,001,834

Risk-based capital ratios:

Risk-based and Leverage capital ratios:

Common equity Tier I capital to Tier I risk adjusted assets 13.02 % 12.53 % 13.19 %

Minimum under Basel III 7.00 % 7.00 % 7.00 %

Tier I capital to Tier I risk adjusted assets 13.83 % 13.42 % 14.28 %

Minimum under Basel III 8.50 % 8.50 % 8.50 %

Total risk-based capital to Tier II risk-adjusted assets 15.09 % 14.67 % 15.37 %

Minimum under Basel III 10.50 % 10.50 % 10.50 %

Leverage capital ratios:

Tier I leverage capital to adjusted fourth quarter average assets 10.51 % 9.39 % 9.88 %

Minimum under Basel III 4.00 % 4.00 % 4.00 %

Our goal is to maintain our capital ratios at levels at least 200 basis points higher than the regulatory “well capitalized” thresholds set for banks.

At December 31, 2022, our leverage ratio was 10.51% compared to the regulatory well capitalized bank-level threshold of 4.00% and our total risk-based capital ratio was 15.09% compared to the 10.50% regulatory well capitalized threshold.

The reduction in our capital ratios in 2021 from the prior year end is directly related to the Select acquisition and the high balance sheet growth rate experienced in 2021.

The increase in capital levels in 2022 was related to the growth in net income.

In addition to regulatory capital ratios, we also closely monitor our ratio of TCE to tangible assets.

This ratio was 8.38% at December 31, 2021 compared to 9.08% at December 31, 2020, with the decline of 70 basis points related to the significant asset growth that was a result of high deposit growth and the Select acquisition.

This ratio was 6.39% at December 31, 2022 compared to 8.38% at December 31, 2021, with the decline of 199 basis points related primarily to the higher unrealized loss on available for sale securities included in equity

See “Supervision and Regulation” under “Business” in Item 1.

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Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics.

We have not engaged in significant derivatives activities through December 31, 2021 and have no current plans to do so.

Interest Rate Risk (Including Quantitative and Qualitative Disclosures About Market Risk – Item 7A.)

Net interest income is our most significant component of earnings and we consider interest rate risk to be our most significant market risk.

In addition to changes in volumes of loans and deposits, our level of net interest income is continually at risk due to the effect that changes in general market interest rate trends have on interest yields earned and paid with respect to our various categories of earning assets and interest-bearing liabilities.

It is our policy to maintain portfolios of earning assets and interest-bearing liabilities with maturities and repricing opportunities that will afford protection, to the extent practical, against wide interest rate fluctuations.

Our exposure to interest rate risk is analyzed on a regular basis by management using standard "gap" reports (which measure the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that time period), maturity reports, and an asset/liability software model that simulates future levels of interest income and expense based on current interest rates, expected future interest rates, and various intervals of “shock” interest rates.

Over the years, we have been able to maintain a fairly consistent yield on average earning assets (NIM), even during periods of changing interest rates.

Over the past five years, our NIM has ranged from a low of 3.16% (realized in 2021) to a high of 4.09% (realized in 2018).

The 93 basis point reduction in NIM between the high and low point during this period was a direct result of the Federal Reserve monetary policy enacted at the beginning of the COVID-19 pandemic resulting in a reduction in short-term market interest rates totaling 150 basis points in March 2020.

The following table sets forth our interest rate sensitivity analysis based on a gap analysis as of December 31, 2021, using stated maturities for all fixed rate instruments except mortgage-backed securities (which are allocated in the periods of their expected payback) and securities and borrowings with call features that are expected to be called (which are shown in the period of their expected call).

Interest Rate Sensitivity Analysis

Repricing schedule for interest-earning assets and interest-bearing

liabilities held as of December 31, 2021

($ in thousands) 3 Months

or Less Over 3 to 12

Months Total Within

12 Months Over 12

Earning assets:

$ 1,324,740 369,777 1,694,517 4,387,198 6,081,715

Securities available for sale (2)

115,894 319,122 435,016 2,195,398 2,630,414

Securities held to maturity (2)

3,571 8,720 12,291 501,534 513,825

Other earning assets, primarily short-term investments, loans held for sale, and investments in FRB and FHLB stock 413,194 — 413,194 22,346 435,540

Total earning assets

$ 1,857,399 697,619 2,555,018 7,106,476 9,661,494

Percent of total earning assets 19.2 % 7.2 % 26.4 % 73.6 % 100.0 %

Cumulative percent of total earning assets 19.2 % 26.4 % 26.4 % 100.0 % 100.0 %

Interest-bearing liabilities:

Interest-bearing checking accounts

$ 1,593,231 — 1,593,231 — 1,593,231

Money market accounts

2,562,283 — 2,562,283 — 2,562,283

Savings accounts

708,054 — 708,054 — 708,054

Time deposits of $100,000 or more

166,902 137,720 304,622 308,792 613,414

Other time deposits

66,413 64,797 131,210 167,815 299,025

65,412 — 65,412 1,974 67,386

Total interest-bearing liabilities

$ 5,162,295 202,517 5,364,812 478,581 5,843,393

Percent of total interest-bearing liabilities 88.3 % 3.5 % 91.8 % 8.2 % 100.0 %

Cumulative percent of total interest-bearing liabilities 88.3 % 91.8 % 91.8 % 100.0 % 100.0 %

Interest sensitivity gap $ (3,304,896) 495,102 (2,809,794) 6,627,895 3,818,101

Cumulative interest sensitivity gap $ (3,304,896) (2,809,794) (2,809,794) 3,818,101 3,818,101

Cumulative interest sensitivity gap as a percent of total earning assets

(34.2 %) (29.1 %) (29.1 %) 39.5 % 39.5 %

Cumulative ratio of interest-sensitive assets to interest-sensitive liabilities

36.0 % 47.6 % 47.6 % 165.3 % 165.3 %

As illustrated above, at December 31, 2021, we had $2.8 billion more in interest-bearing liabilities that are subject to interest rate changes within one year than earning assets.

This generally would indicate that net interest income would experience downward pressure in a rising interest rate environment and would benefit from a declining interest rate environment.

However, this method of analyzing interest rate sensitivity only measures the magnitude of the timing differences and does not address earnings, market value, or management actions.

Also, interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.

In addition to the effects of “when” various rate-sensitive products reprice, market rate changes may not result in uniform changes in rates among all products.

For example, included in interest-bearing liabilities subject to interest rate changes within one year at December 31, 2021 were deposits totaling $4.9 billion comprised of checking, savings, and certain types of money market deposits with interest rates set by management.

These types of deposits historically have not repriced with, or in the same proportion, as general market indicators.

Generally, when rates change, our interest-sensitive assets that are subject to adjustment reprice immediately at the full amount of the change, while our interest-sensitive liabilities that are subject to adjustment reprice at a lag to the rate change and typically not to the full extent of the rate change.

In the short-term (less than 12 months), this generally results in the Bank being asset-sensitive, meaning that our net interest income benefits from an increase in interest rates and is negatively impacted by a decrease in interest rates, which is what we experienced following

the March 2020 interest rate cuts.

The acquisition of Select did not change our interest-rate sensitivity position or outlook as Select's and our balance sheets were similarly structured.

Because of the static nature and limitations as discussed above of the gap report, we also employ an earnings simulation model to analyze the sensitivity of net interest income to movements in interest rates.

The model is based on actual cash flows and repricing characteristics for on- and off-balance sheet instruments and incorporates market-based assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities.

Earnings-simulation analysis captures not only the potential of these interest sensitive assets and liabilities to mature or reprice, but also the probability that they will do so.

Moreover, earnings-simulation analysis considers the relative sensitivities of these balance sheet items and projects their behavior over an extended period of time.

The following table presents the Company-estimated net interest income sensitivity as of December 31, 2021.

These results assume a static balance sheet and an immediate, sustained 100 or 200 basis point upward and downward shock to the yield curve.

While it is unlikely market rates would immediately move 100 or 200 basis points upward or downward on a sustained basis, this is another tool used by management and the Board of Directors to gauge interest rate risk.

Change in Interest Rates (basis points) Percent change in Net Interest Income

The general discussion above applies most directly in a “normal” interest rate environment in which longer-term maturity instruments carry higher interest rates than short-term maturity instruments, and is less applicable in periods in which there is a “flat” interest rate curve.

A “flat yield curve” means that short-term interest rates are substantially the same as long-term interest rates.

Due to actions taken by the Federal Reserve related to short-term interest rates and the impact of the global economy on longer-term interest rates, we are currently in a very low and flat interest rate curve environment.

A flat interest rate curve is an unfavorable interest rate environment for many banks, including the Bank, as short-term interest rates generally drive our deposit pricing and longer-term interest rates generally drive loan pricing.

When these rates converge, the profit spread we realize between loan yields and deposit rates narrows, which pressures our net interest margin.

As indicated in the table above, assuming some increase in interest rates in the next 12 months, we may see some benefit to our NIM from raising rates if we are able to maintain stable funding costs.

Our experience historically has been that our demand deposit accounts have lagged the timing and amount of general market increases.

However, we expect continued pressure on NIM from market competition for quality loans and the investment of liquidity in lower earning assets until loan demand increases sufficiently to deploy excess liquidity from short-term investments and securities.

We have no market risk sensitive instruments held for trading purposes, nor do we maintain any foreign currency positions.

Our assets and liabilities have estimated fair values that do not materially differ from their carrying amounts.

See additional discussion regarding net interest income, as well as discussion of the changes in the annual net interest margin, in the section entitled “Net Interest Income” above.

Because the assets and liabilities of a bank are primarily monetary in nature (payable in fixed, determinable amounts), the performance of a bank is affected more by changes in interest rates than by inflation as discussed above under Interest Rate Risk.

Interest rates generally increase as the rate of inflation increases, but the magnitude of the change in rates may not be the same.

The effect of inflation on banks is normally not as significant as its influence on those businesses that have large investments in plant and inventories.

During periods of high inflation, there are normally corresponding increases in the money supply, and banks will normally experience above average growth in assets, loans, and deposits.

Also, general increases in the price of goods and services will result in increased operating expenses.

We did not engage in significant derivatives activities in 2022 and have no current plans to do so.

Current Accounting Matters

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Selected Consolidated Financial Data

The following tables present certain selected consolidated financial data and quarterly financial data for additional information and trend analysis.

Selected Consolidated Financial Data

Year Ended December 31,

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Net interest income 324,854 246,395 218,122 216,204 207,430

Provision (reversal) for loan losses 9,611 35,039 2,263 (3,589) 723

Provision for unfunded commitments 5,420 — — — —

Provision for (reversal of) loan losses 12,600 9,611 35,039 2,263 (3,589)

(Reversal of) provision for unfunded commitments (200) 5,420 — — —

Net interest income after provision 312,454 231,364 183,083 213,941 211,019

29 unchanged sentences

Return on average common equity 13.40 % 9.86 % 9.32 % 11.32 % 12.27 %

Total risk-based capital ratio 15.09 % 14.67 % 15.37 % 14.89 % 13.97 %

Net interest margin (taxable-equivalent basis) 3.28 % 3.16 % 3.56 % 4.00 % 4.09 %

3 unchanged sentences

Net (charge-offs) recoveries to average total loans (0.01 %) (0.05 %) (0.09 %) (0.04 %) 0.03 %

Note - During 2021, the Company completed a significant whole-bank acquisition.

Note - During 2021, the Company completed a significant whole-bank acquisition impacting the comparisons for that year.

See additional discussion under "Mergers and Acquisitions" in Item 1.

Quarterly Financial Summary (Unaudited)

($ in thousands except

per share data) Fourth

Quarter Third

Quarter Second

Quarter First

Quarter Fourth

Quarter Third

Quarter Second

Quarter First

Income Statement Data

Interest income, taxable equivalent

$ 76,923 61,130 61,656 58,452 59,780 59,035 57,970 62,367

Interest expense

2,371 2,001 2,380 2,771 3,317 3,955 5,016 7,274

Net interest income, taxable equivalent

74,552 59,129 59,276 55,681 56,463 55,080 52,954 55,093

Taxable equivalent, adjustment

707 576 517 443 457 347 330 334

Net interest income

73,845 58,553 58,759 55,238 56,006 54,733 52,624 54,759

Provision (reversal) for loan losses

11,011 (1,400) — — 4,031 6,120 19,298 5,590

Provision for unfunded commitments 2,432 1,049 1,939 — — — — —

Net interest income after provision 60,402 58,904 56,820 55,238 51,975 48,613 33,326 49,169

Noninterest income (1)

15,057 16,511 21,374 20,669 19,996 21,452 26,193 13,705

Noninterest expense (2)

62,789 40,817 40,985 40,065 41,882 40,439 38,901 40,076

Income before income taxes

12,670 34,598 37,209 35,842 30,089 29,626 20,618 22,798

Income tax expense 2,148 6,955 7,924 7,648 6,441 6,329 4,266 4,618

10,522 27,643 29,285 28,194 23,648 23,297 16,352 18,180

Per Common Share Data

Earnings per common share – basic

$ 0.30 0.97 1.03 0.99 0.83 0.81 0.56 0.62

Earnings per common share – diluted

0.30 0.97 1.03 0.99 0.83 0.81 0.56 0.62

Cash dividends declared

0.20 0.20 0.20 0.20 0.18 0.18 0.18 0.18

50.92 44.17 45.87 48.83 34.78 25.20 29.65 40.00

41.84 37.60 39.32 32.47 20.44 19.60 19.26 17.32

45.72 43.01 40.91 43.50 33.83 20.93 25.08 23.08

Stated book value - common

34.54 32.59 31.75 30.78 31.26 30.70 29.95 29.69

Selected Average Balances

Total assets $ 10,191,402 8,319,327 7,965,781 7,477,826 7,240,685 6,904,112 6,727,762 6,183,098

5,879,373 4,820,007 4,679,119 4,684,143 4,771,446 4,785,848 4,738,702 4,512,893

Earning assets

9,438,263 7,735,613 7,386,607 6,898,406 6,640,732 6,294,556 6,102,012 5,595,734

8,878,141 7,280,275 6,951,524 6,474,115 6,232,692 5,882,792 5,502,356 4,950,199

Interest-bearing liabilities

5,641,358 4,612,282 4,443,875 4,233,740 4,085,619 3,878,783 3,885,903 3,739,467

Total shareholders’ equity 1,177,374 918,986 893,978 885,190 889,481 878,325 871,495 858,592

Ratios (annualized where applicable)

Return on average assets

0.41 % 1.32 % 1.47 % 1.53 % 1.30 % 1.34 % 0.98 % 1.18 %

Return on average common equity

3.55 % 11.93 % 13.14 % 12.92 % 10.58 % 10.55 % 7.55 % 8.52 %

Equity to assets at end of period

11.71 % 10.95 % 11.03 % 11.33 % 12.26 % 12.47 % 12.60 % 13.52 %

Average loans to average deposits

66.22 % 66.21 % 67.31 % 72.35 % 76.56 % 81.35 % 86.12 % 91.17 %

Average earning assets to interest-bearing liabilities

167.30 % 167.72 % 166.22 % 162.94 % 162.54 % 162.28 % 157.03 % 149.64 %

Net interest margin

3.13 % 3.03 % 3.22 % 3.27 % 3.38 % 3.48 % 3.49 % 3.96 %

Allowance for loan losses to gross loans

1.30 % 1.31 % 1.41 % 1.42 % 1.11 % 1.02 % 0.89 % 0.54 %

Nonperforming loans as a percent of total loans

0.82 % 0.80 % 0.86 % 1.04 % 0.94 % 0.86 % 0.94 % 0.76 %

Nonperforming assets as a percent of total assets

0.50 % 0.48 % 0.51 % 0.65 % 0.64 % 0.63 % 0.69 % 0.60 %

Net charge-offs (recoveries) as a percent of average total loans

0.05 % 0.00 % 0.07 % 0.10 % 0.07 % (0.06) % 0.12 % 0.22 %

(1) - Noninterest income includes the following items:

• In the fourth quarter of 2021, the Company recorded ($1.2) million in losses on the sale of available for sale securities.

• In the second quarter of 2021, the Company recorded a $1.7million gain on the sales of assets of First Bank Insurance.

• In the second quarter of 2020, the Company recorded $8.0 million in gains on the sale of available for sale securities.

(2) - Noninterest expense for the fourth quarter of 2021 includes $16.8 million of merger expense.

Quantitative and Qualitative Disclosures About Market Risk.

The information responsive to this Item is found in Item 7 under the caption “Interest Rate Risk".

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis