FIRST BANCORP /NC/ 10-Q

Item 1 - Financial Statements First Bancorp and Subsidiaries Consolidated Balance Sheets ($ in thousands) March 31, 2023 (unaudited) December 31, 2022 ASSETS Cash and due from banks, noninterest-bearing $ 102,691 101,133 Due from banks, interest-bearing 610,691 169,185 Total cash and cash equivalents 713,382 270,318 Securities available for sale 2,290,265 2,314,493 Securities held to maturity (fair values of $ 448,904 and $ 432,528 ) 539,795 541,700 Presold mortgages in process of settlement at fair value 2,951 1,282 SBA loans held for sale 2,933 — Loans 7,798,963 6,665,145 Allowance for credit losses on loans ( 106,396 ) ( 90,967 ) Net loans 7,692,567 6,574,178 Premises and equipment 152,790 134,187 Operating right-of-use lease assets 18,898 18,733 Accrued interest receivable 31,740 29,710 Goodwill 478,750 364,263 Other intangible assets 39,262 12,675 Foreclosed properties 789 658 Bank-owned life insurance 180,730 164,592 Other assets 218,297 198,260 Total assets $ 12,363,149 10,625,049 LIABILITIES Deposits: Noninterest-bearing deposits $ 3,763,637 3,566,003 Interest-bearing deposits 6,608,961 5,661,526 Total deposits 10,372,598 9,227,529 Borrowings 606,481 287,507 Accrued interest payable 6,992 2,738 Operating lease liabilities 19,638 19,391 Other liabilities 57,479 56,288 Total liabilities 11,063,188 9,593,453 Commitments and contingencies SHAREHOLDERS’ EQUITY Preferred stock, no par value per share. Authorized: 5,000,000 shares Issued & outstanding: none as of March 31, 2023 and December 31, 2022 — — Common stock, no par value per share. Authorized: 60,000,000 shares Issued & outstanding: 40,986,990 shares and 35,704,154 shares as of March 31, 2023 and December 31, 2022, respectively 959,422 725,153 Retained earnings 654,573 648,418 Stock in rabbi trust assumed in acquisition ( 1,608 ) ( 1,585 ) Rabbi trust obligation 1,608 1,585 Accumulated other comprehensive loss ( 314,034 ) ( 341,975 ) Total shareholders’ equity 1,299,961 1,031,596 Total liabilities and shareholders’ equity $ 12,363,149 10,625,049 See accompanying notes to unaudited consolidated financial statements. Page 4 Index First Bancorp and Subsidiaries Consolidated Statements of Income Three Months Ended March 31, ($ in thousands, except share data - unaudited) 2023 2022 INTEREST INCOME Interest and fees on loans $ 99,380 64,202 Interest on investment securities: Taxable interest income 13,416 13,210 Tax-exempt interest income 1,130 1,048 Other, principally overnight investments 3,248 649 Total interest income 117,174 79,109 INTEREST EXPENSE Interest on deposits 18,918 1,771 Interest on borrowings 5,770 460 Total interest expense 24,688 2,231 Net interest income 92,486 76,878 Provision for credit losses 11,451 3,500 Provision for (reversal of) unfunded commitments 1,051 ( 1,500 ) Total provision for credit losses 12,502 2,000 Net interest income after provision for credit losses 79,984 74,878 NONINTEREST INCOME Service charges on deposit accounts 3,894 3,541 Other service charges and fees 5,920 7,005 Fees from presold mortgage loans 406 1,121 Commissions from sales of financial products 1,306 945 SBA consulting fees 521 780 SBA loan sale gains 255 3,261 Bank-owned life insurance income 1,046 976 Other gains, net 188 1,622 Total noninterest income 13,536 19,251 NONINTEREST EXPENSES Salaries expense 29,321 23,454 Employee benefits expense 6,393 5,578 Total personnel expense 35,714 29,032 Occupancy expense 3,688 3,384 Equipment related expenses 1,379 1,304 Merger and acquisition expenses 12,182 3,484 Intangibles amortization expense 2,145 1,017 Foreclosed property net gains ( 35 ) ( 80 ) Other operating expenses 19,102 13,324 Total noninterest expenses 74,175 51,465 Income before income taxes 19,345 42,664 Income tax expense 4,184 8,695 Net income $ 15,161 33,969 Earnings per common share: Basic $ 0.37 0.95 Diluted 0.37 0.95 Dividends declared per common share $ 0.22 0.22 Weighted average common shares outstanding: Basic 40,583,417 35,433,739 Diluted 41,112,692 35,640,978 See accompanying notes to unaudited consolidated financial statements. Page 5 Index First Bancorp and Subsidiaries Consolidated Statements of Comprehensive Income Three Months Ended March 31, ($ in thousands - unaudited) 2023 2022 Net income $ 15,161 33,969 Other comprehensive income (loss): Unrealized gains (losses) on securities available for sale: Unrealized gains (losses) arising during the period 35,333 ( 181,795 ) Tax (expense) benefit ( 7,425 ) 41,776 Postretirement Plans: Amortization of unrecognized net actuarial loss 44 44 Tax benefit ( 11 ) ( 10 ) Other comprehensive income (loss) 27,941 ( 139,985 ) Comprehensive income (loss) $ 43,102 ( 106,016 ) See accompanying notes to unaudited consolidated financial statements. Page 6 Index First Bancorp and Subsidiaries Consolidated Statements of Shareholders’ Equity ($ in thousands, except share data - unaudited) Common Stock Retained Earnings Stock in Rabbi Trust Assumed in Acquisition Rabbi Trust Obligation Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Shares Amount Three Months Ended March 31, 2022 Balances, January 1, 2022 35,629 $ 722,671 532,874 ( 1,803 ) 1,803 ( 24,970 ) 1,230,575 Net income 33,969 33,969 Cash dividends declared ($ 0.22 per common share) ( 7,839 ) ( 7,839 ) Change in Rabbi Trust Obligation ( 11 ) 11 — Stock withheld for payment of taxes ( 3 ) ( 117 ) ( 117 ) Stock-based compensation 14 887 887 Other comprehensive loss ( 139,985 ) ( 139,985 ) Balances, March 31, 2022 35,640 $ 723,441 559,004 ( 1,814 ) 1,814 ( 164,955 ) 1,117,490 Three Months Ended March 31, 2023 Balances, January 1, 2023 35,704 $ 725,153 648,418 ( 1,585 ) 1,585 ( 341,975 ) 1,031,596 Net income 15,161 15,161 Cash dividends declared ($ 0.22 per common share) ( 9,006 ) ( 9,006 ) Change in Rabbi Trust Obligation ( 23 ) 23 — Equity issued pursuant to acquisition 5,033 229,489 229,489 Stock options exercised 170 3,215 3,215 Stock-based compensation 80 1,565 1,565 Other comprehensive income 27,941 27,941 Balances, March 31, 2023 40,987 $ 959,422 654,573 ( 1,608 ) 1,608 ( 314,034 ) 1,299,961 See accompanying notes to unaudited consolidated financial statements. Page 7 Index First Bancorp and Subsidiaries Consolidated Statements of Cash Flows Three Months Ended March 31, ($ in thousands-unaudited) 2023 2022 Cash Flows From Operating Activities Net income $ 15,161 33,969 Reconciliation of net income to net cash provided by operating activities: Provision for credit losses and unfunded commitments, net 12,502 2,000 Net security premium amortization 2,351 3,437 (Decrease) increase in net deferred tax asset ( 1,713 ) 1,160 Loan discount accretion ( 3,566 ) ( 1,671 ) Other purchase accounting amortization and accretion, net 1,227 ( 172 ) Foreclosed property net gains ( 35 ) ( 80 ) Other gains, net ( 244 ) ( 1,622 ) Bank-owned life insurance income ( 1,046 ) ( 976 ) Decrease in net deferred loan fees ( 127 ) ( 776 ) Depreciation of premises and equipment 1,923 1,726 Amortization of operating lease right-of-use assets 567 339 Repayments of lease obligations ( 485 ) ( 289 ) Stock-based compensation expense 1,118 547 Amortization of intangible assets 2,145 1,017 Amortization and impairment of SBA servicing assets 184 626 Fees/gains from sale of presold mortgages and SBA loans ( 661 ) ( 4,382 ) Origination of presold mortgage loans in process of settlement ( 12,528 ) ( 46,488 ) Proceeds from sales of presold mortgage loans in process of settlement 11,296 60,860 Origination of SBA loans for sale ( 8,933 ) ( 39,807 ) Proceeds from sales of SBA and other loans 4,679 88,895 Decrease in accrued interest receivable 3,707 1,168 Decrease in other assets 8,719 3,509 Increase (decrease) in accrued interest payable 3,872 ( 31 ) Decrease in other liabilities ( 3,498 ) ( 2,816 ) Net cash provided by operating activities 36,615 100,143 Cash Flows From Investing Activities Purchases of securities available for sale — ( 330,147 ) Purchases of securities held to maturity — ( 36,089 ) Proceeds from maturities/issuer calls of securities available for sale 58,856 91,421 Proceeds from maturities/issuer calls of securities held to maturity 759 2,684 Proceeds from sales of securities available for sale 111,863 — Purchases of Federal Reserve and FHLB stock, net ( 27,859 ) ( 9,818 ) Proceeds from bank owned life insurance death benefits — 3,595 Net (increase) decrease in loans ( 133,712 ) 29,927 Proceeds from sales of foreclosed properties 192 520 Purchases of premises and equipment ( 346 ) ( 1,217 ) Proceeds from sales of premises and equipment 15 99 Net cash received in acquisition activities 22,610 — Net cash provided (used) by investing activities 32,378 ( 249,025 ) Cash Flows From Financing Activities Net increase in deposits 98,742 260,752 Net increase in short-term borrowings 280,000 — Payments on long-term borrowings ( 34 ) ( 33 ) Cash dividends paid – common stock ( 7,852 ) ( 7,123 ) Proceeds from stock option exercises 3,215 — Payment of taxes related to stock withheld — ( 117 ) Net cash provided by financing activities 374,071 253,479 Increase in cash and cash equivalents 443,064 104,597 Cash and cash equivalents, beginning of period 270,318 461,162 Cash and cash equivalents, end of period $ 713,382 565,759 (Continued) Page 8 Index First Bancorp and Subsidiaries Consolidated Statements of Cash Flows Three Months Ended March 31, ($ in thousands-unaudited) 2023 2022 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for interest $ 19,333 2,422 Cash paid during the period for income taxes 46 — Non-cash: Unrealized gain (loss) on securities available for sale, net of taxes 27,908 ( 140,019 ) Non-cash: Foreclosed loans transferred to other real estate 288 119 Non-cash: Accrued dividends at end of period 9,010 7,839 Acquisition of GrandSouth Bancorporation See Note 2 — See accompanying notes to consolidated financial statements. Page 9 Index First Bancorp and Subsidiaries Notes to Consolidated Financial Statements (unaudited) Note 1 - Organization and Basis of Presentation The consolidated financial statements include the accounts of First Bancorp (the “Company”) and its wholly owned subsidiary First Bank (the “Bank”). The Bank has three wholly owned subsidiaries that are fully consolidated, SBA Complete, Inc. (“SBA Complete”), Magnolia Financial, Inc. ("Magnolia Financial"), and First Troy SPE, LLC. All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes necessary for complete financial statements in accordance with GAAP. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of March 31, 2023, the consolidated results of operations for the three months ended March 31, 2023 and 2022, and the consolidated cash flows for the three months ended March 31, 2023 and 2022. Any such adjustments were of a normal, recurring nature. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes in the Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for interim period are not necessarily indicative of the results that may be expected for the full year. Reference is made to Note 1 of the 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for a discussion of accounting policies and other relevant information with respect to the financial statements. The Company has evaluated all subsequent events through the date the financial statements were issued. Accounting Standards Adopted in 2023 ASU 2022-02, "Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage D isclosures ." The amendments contained in this Accounting Standards Update ("ASU") eliminate the accounting guidance for troubled debt restructurings ("TDR") by creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This ASU also requires entities to disclose current period gross write-offs by year of origination for financing receivables. The Company adopted ASU 2022-02 effective January 1, 2023 using a modified retrospective transition approach for the amendments related to the recognition and measurement of TDRs. The impact of the adoption resulted in an immaterial change to the allowance for credit losses ("ACL"), thus no adjustment to retained earnings was recorded. Disclosures have been updated to reflect information on loan modifications given to borrowers experiencing financial difficulty as presented in Note 4. TDR disclosures are presented for comparative periods only and are not required to be updated in current periods. Additionally, the current year vintage disclosure included in Note 4 has been updated to reflect gross charge-offs by year of origination for the three months ended March 31, 2023. ASU 2022-03, "Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions." This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and, therefore, is not considered in measuring fair value. The Company adopted ASU 2022-03 January 1, 2023 with no material impact on its financial statements. ASU 2022-06, " Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ." In 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform. The objective of the guidance in Topic 848 was to provide relief during the temporary transition period and the FASB included a sunset provision based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. The United Kingdom Financial Conduct Authority has announced that the intended LIBOR cessation date has been extended from December 31, 2021 to June 30, 2023. As such, ASU 2022-06 defers the sunset date previously set to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848; moreover, it applies to all entities, subject to Page 10 Index meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-06 was adopted upon issuance. The Company will continue to elect various optional expedients for contract modifications affected by rate reference reform through the effective date of this guidance with no material effect on its financial statements. Accounting Standards Pending Adoption ASU 2023-02, “ Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method ” permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2023-02 is not expected to have a significant impact on the Company's consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Note 2 – Acquisitions On January 1, 2023, the Company completed its acquisition of GrandSouth Bancorporation ("GrandSouth"), in an all-stock transaction pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated June 21, 2022, between the Company and GrandSouth. At the closing of the transaction, GrandSouth merged into the Company. Following the merger of the Company and GrandSouth, GrandSouth Bank, a wholly-owned subsidiary of GrandSouth, merged into the Bank with the Bank being the surviving entity. The results of GrandSouth are included beginning on the January 1, 2023 acquisition date. Pursuant to the Merger Agreement, each share of common and preferred stock of GrandSouth issued and outstanding immediately prior to the effective time of the acquisition was converted into 0.91 shares of the Company's common stock. As a result, the Company issued 5,032,834 shares of the Company common stock effective January 1, 2023. In addition, GrandSouth common stock options outstanding at the merger effective time were converted to options to acquire 0.91 shares of the Company's common stock resulting in 542,345 options with an average exercise price of approximately $ 20.14 . The total consideration transferred at the close of the transaction was $ 229.5 million which was determined based on the number of shares issued and the closing market price of the Company's stock immediately prior to the merger effective time of $ 42.84 . In addition to the stock issued, the fair value of the converted stock options calculated in accordance with FASB Accounting Standards Codification ("ASC") 805-30-55 was included in the total consideration of the transaction. As a result of the merger, eight branches in South Carolina were added to the Company's branch network. The acquisition accomplished the Company's strategic initiative to expand its presence in South Carolina, specifically in the the high-growth markets of the state including Greenville, Charleston and Columbia. Significant synergies are anticipated to be gained from the acquisition, with asset growth and revenue enhancement opportunities from the new markets and expanded customer base. Accordingly, the Company recognized goodwill in the transaction related primarily to the reasons noted, as well as the positive earnings of GrandSouth. This transaction was accounted for using the acquisition method of accounting for business combinations, and accordingly, the assets acquired, intangible assets identified, and liabilities assumed of GrandSouth were recorded based on estimates of fair values as of January 1, 2023. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. Estimated fair values were based on management’s best estimates, using the information available at the date of acquisition, including the use of third-party valuation specialists. As of March 31, 2023, management has finalized the valuations of all acquired assets and liabilities assumed in the GrandSouth acquisition. The following table summarizes the estimated fair value of acquired assets, identified intangible assets, and liabilities assumed as of January 1, 2023. Following the table is a discussion of valuation approaches utilized in estimating the fair values in accordance with ASC 805-10, " Business Combinations ." The $ 114.5 million in goodwill that resulted from this transaction is non-deductible for tax purposes. Page 11 Index ($ in thousands) Fair Value Estimate Assets acquired: Cash and cash equivalents $ 22,610 Securities available for sale 112,363 Loans, gross 996,833 Allowance for loan losses ( 5,610 ) Premises and equipment 20,268 Core deposit intangible 28,840 Operating right-of-use lease assets 732 Other assets 27,163 Total 1,203,199 Liabilities assumed: Deposits 1,045,308 Borrowings 38,800 Other liabilities 4,089 Total 1,088,197 Net identifiable assets acquired 115,002 Less: Total consideration 229,489 Goodwill recorded related to acquisition of GrandSouth $ 114,487 The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed included in the table above. Cash and cash equivalents: This consists primarily of cash and due from banks, and interest-bearing deposits with banks. The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets. Securities available for sale: Fair value of securities was measured based on quoted market prices, where available. If a quoted market price was not available, fair value was estimated using quoted market prices for similar securities and adjusted for differences between the quoted instrument and the instrument being valued. Substantially all of the securities acquired from GrandSouth were liquidated at their recorded fair value upon close of the transaction or shortly thereafter. There was no gain or loss recorded on the sale of acquired securities. Loans: Fair value of loans acquired was based on a discounted cash flow methodology that considered factors including loan type and related collateral, classification status, remaining term of the loan, fixed or variable interest rate, amortization status, and current discount rates. Expected cash flows were derived using inputs consistent with management's assessment of credit risk for allowance measurement, including estimated future credit losses and estimated prepayments. A total fair value mark of $ 29.5 million was recorded. Purchased loans with financial deterioration ("PCD loans") were determined based primarily on internal grades, delinquency status, and other evidence of credit deterioration. The Company calculated the "Day 1" allowance of $ 5.6 million on PCD loans in accordance with the current expected credit loss model ("CECL") and reclassified that amount from the fair value mark to establish the initial ACL on PCD loans. The following table presents additional information related to the acquired loan portfolio at the acquisition date: Page 12 Index ($ in thousands) January 1, 2023 PCD Loans: Par value $ 152,487 Allowance for credit losses ( 5,610 ) Non-credit discount ( 1,370 ) Purchase price 145,507 Non-PCD Loans: Fair Value 845,716 Gross contractual amounts receivable 865,132 Estimate of contractual cash flows not expected to be collected 22,542 Premises: Land and buildings held for use were valued at appraised values, which reflected considerations of recent disposition values for similar property types with adjustments for characteristics of individual properties. Intangible assets: Core deposit intangible ("CDI") asset represents the value of the relationships with deposit customers. The fair value for the core deposit intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of deposit base, net maintenance cost attributable to customer deposits and an estimate of the cost associated with alternative funding sources. The discount rates used for CDI assets are based on market rates. The CDI is being amortized over 10 years utilizing the sum of the months digits accelerated method, which results in a weighted-average amortization period of approximately 41 months. Lease Assets and Lease Liabilities: Lease assets and lease liabilities were measured using a methodology that involved estimating the future lease payments over the remaining lease term with discounting using a discount rate. The lease term was determined for individual leases based on management's assessment of the probability of exercising existing renewal options. Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. Fair values for time deposits were estimated using a discounted cash flow analysis applying interest rates currently offered to the contractual interest rates on such time deposits. Borrowings: The fair values of long-term debt instruments were estimated based on quoted market prices for instrument if available, or for similar instruments if not available. Supplemental Pro Forma Financial Information The following table presents certain pro forma information as if GrandSouth had been acquired on January 1, 2022. These results combine the historical results of GrandSouth with the Company’s results and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2022. Merger-related costs related to this acquisition of $ 12.2 million were recorded by the Company during 2023 and were excluded from the pro forma information below. In addition, no adjustments have been made to such pro forma information to eliminate the provision for loan losses recorded by GrandSouth in the amount of $ 0.3 million for the three months ended March 31, 2022. Pro forma information for the three months ended March 31, 2023 was adjusted to eliminate the following: 1) the non-PCD provision for loan losses recorded on the acquisition date of $ 12.2 million and 2) the initial recording of a provision for credit losses associated with GrandSouth’s unfunded commitments of $ 1.9 million. If the GrandSouth acquisition had occurred at the beginning of 2022, the acquisition date credit loss reserve amounts would have been included in the fair value measurements of GrandSouth and also included in the goodwill calculation. The following table also discloses the impact of the acquisition of GrandSouth from the acquisition date of January 1, 2023 through March 31, 2023. These amounts are included in the Company’s consolidated financial statements as of and for the three months ended March 31, 2023. Merger-related costs have been excluded from these Page 13 Index amounts and the provisions for credit loss amounts associated with non-PCD loans and unfunded commitments that were discussed above have also been excluded. ($ in thousands) Revenue Net Income Three Months Ended March 31, 2023 Actual GrandSouth results included in statement of income since acquisition date $ 15,540 $ 5,819 Three Months Ended March 31, 2022 Supplemental consolidated pro forma for the Company as if GrandSouth had been acquired on January 1, 2022 110,424 37,467 Note 3 – Securities The book values and approximate fair values of investment securities at March 31, 2023 and December 31, 2022 are summarized as follows: ($ in thousands) March 31, 2023 December 31, 2022 Amortized Cost Fair Value Unrealized Amortized Cost Fair Value Unrealized Gains (Losses) Gains (Losses) Securities available for sale: U.S. Treasuries $ 174,510 170,109 — ( 4,401 ) 174,420 168,758 — ( 5,662 ) Government-sponsored enterprise securities 71,959 59,304 — ( 12,655 ) 71,957 57,456 — ( 14,501 ) Mortgage-backed securities 2,432,854 2,042,379 3 ( 390,478 ) 2,467,839 2,045,000 4 ( 422,843 ) Corporate bonds 19,673 18,473 — ( 1,200 ) 44,340 43,279 — ( 1,061 ) Total available for sale $ 2,698,996 2,290,265 3 ( 408,734 ) 2,758,556 2,314,493 4 ( 444,067 ) Securities held to maturity: Mortgage-backed securities $ 14,360 13,539 — ( 821 ) 15,150 14,221 — ( 929 ) State and local governments 525,435 435,365 53 ( 90,123 ) 526,550 418,307 7 ( 108,250 ) Total held to maturity $ 539,795 448,904 53 ( 90,944 ) 541,700 432,528 7 ( 109,179 ) All of the Company’s mortgage-backed securities were issued by government-sponsored enterprises ("GSE"), except for private mortgage-backed securities with a fair value of $ 0.8 million and $ 0.8 million as of March 31, 2023 and December 31, 2022, respectively. The following table presents information regarding all securities with unrealized losses at March 31, 2023: Securities in an Unrealized Loss Position for Less than 12 Months Securities in an Unrealized Loss Position for More than 12 Months Total ($ in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasuries $ — — 170,109 4,401 170,109 4,401 Government-sponsored enterprise securities — — 59,304 12,655 59,304 12,655 Mortgage-backed securities 41,339 1,429 2,013,372 389,870 2,054,711 391,299 Corporate bonds 2,816 107 13,908 1,093 16,724 1,200 State and local governments 1,122 3 429,001 90,120 430,123 90,123 Total unrealized loss position $ 45,277 1,539 2,685,694 498,139 2,730,971 499,678 Page 14 Index The following table presents information regarding all securities with unrealized losses at December 31, 2022: Securities in an Unrealized Loss Position for Less than 12 Months Securities in an Unrealized Loss Position for More than 12 Months Total ($ in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses US Treasury securities $ 168,758 5,662 — — 168,758 5,662 Government-sponsored enterprise securities — — 57,456 14,501 57,456 14,501 Mortgage-backed securities 221,006 18,215 1,835,958 405,557 2,056,964 423,772 Corporate bonds 40,644 947 886 114 41,530 1,061 State and local governments 48,385 8,323 368,897 99,927 417,282 108,250 Total unrealized loss position $ 478,793 33,147 2,263,197 520,099 2,741,990 553,246 As of March 31, 2023, the Company's securities portfolio held 657 securities of which 635 securities were in an unrealized loss position. As of December 31, 2022, the Company's securities portfolio held 666 securities of which 644 securities were in an unrealized loss position. In the above tables, all of the securities that were in an unrealized loss position at March 31, 2023 and December 31, 2022 are bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns. In arriving at this conclusion, the Company reviewed third-party credit ratings and considered the severity of the impairment. The state and local government investments are comprised almost entirely of highly-rated municipal bonds issued by state and local governments throughout the nation. The Company has no significant concentrations of bond holdings from one state or local government entity. Nearly all of our mortgage-backed securities were issued by Federal Home Loan Mortgage Corporation ("FHLMC"), Federal National Mortgage Association ("FNMA"), Government National Mortgage Association ("GNMA"), or the Small Business Administration ("SBA"), each of which is a government agency or GSE and guarantees the repayment of the securities. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. At March 31, 2023 and December 31, 2022, the Company determined that expected credit losses associated with held to maturity debt securities were insignificant. The book values and approximate fair values of investment securities at March 31, 2023, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities Available for Sale Securities Held to Maturity ($ in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ — — — — Due after one year but within five years 177,020 172,525 997 894 Due after five years but within ten years 88,122 74,362 73,454 62,882 Due after ten years 1,000 999 450,984 371,589 Mortgage-backed securities 2,432,854 2,042,379 14,360 13,539 Total securities $ 2,698,996 2,290,265 539,795 448,904 At March 31, 2023 and December 31, 2022, investment securities with carrying values of $ 826.9 million and $ 758.0 million, respectively, were pledged as collateral for public deposits. At March 31, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than U.S. Government and its agencies or GSEs, in an amount greater than 10% of shareholders' equity. During the three months ended March 31, 2023, the Company sold substantially all of the securities acquired from GrandSouth at their initially recorded fair value. Accordingly, there was no gain or loss recorded on the sale of acquired securities. There were no sales of investment securities during the three months ended March 31, 2022. Page 15 Index Included in “Other assets” in the Consolidated Balance Sheets are investments in Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank of Richmond (“Federal Reserve”) stock totaling $ 67.4 million and $ 39.6 million at March 31, 2023 and December 31, 2022, respectively. These investments do not have readily determinable fair values. The FHLB stock had a cost and fair value of $ 27.4 million and $ 14.7 million at March 31, 2023 and December 31, 2022, respectively, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system. The Federal Reserve stock had a cost and fair value of $ 40.0 million and $ 24.9 million at March 31, 2023 and December 31, 2022, respectively, and is a requirement for Federal Reserve member bank qualification. Periodically, both the FHLB and Federal Reserve recalculate the Company’s required level of holdings, and the Company either buys more stock or redeems a portion of the stock at cost. The Company determined that neither stock was impaired at either period end. The Company owns 12,356 Class B shares of Visa, Inc. (“Visa”) stock that were received upon Visa’s initial public offering. These shares are expected to convert into Class A Visa shares subsequent to the settlement of certain litigation against Visa, to which the Company is not a party. The Class B shares have transfer restrictions, and the conversion rate into Class A shares is periodically adjusted as Visa settles litigation. The conversion rate at March 31, 2023 was approximately 1.60 , which means the Company would have received approximately 19,758 Class A shares if the stock had converted on that date. This Class B stock does not have a readily determinable fair value and is carried at zero . If a readily determinable fair value becomes available for the Class B shares, or upon their conversion to Class A shares, the Company will adjust the carrying value of the stock to its market value with a credit to earnings. Note 4 – Loans, Allowance for Credit Losses, and Asset Quality Information The following is a summary of the major categories of total loans outstanding: ($ in thousands) March 31, 2023 December 31, 2022 Amount Percentage Amount Percentage All loans: Commercial, financial, and agricultural $ 885,032 11 % $ 641,941 9 % Real estate – construction, land development & other land loans 1,092,026 14 % 934,176 14 % Real estate mortgage – residential (1-4 family) first mortgages 1,386,580 18 % 1,195,785 18 % Real estate mortgage – home equity loans / lines of credit 342,287 4 % 323,726 5 % Real estate mortgage – commercial and other 4,026,258 52 % 3,510,261 53 % Consumer loans 68,056 1 % 60,659 1 % Subtotal 7,800,239 100 % 6,666,548 100 % Unamortized net deferred loan fees ( 1,276 ) ( 1,403 ) Total loans $ 7,798,963 $ 6,665,145 Also included in the table above are various SBA loans, generally originated under the SBA 7A program, with additional information on these loans presented in the table below. ($ in thousands) March 31, 2023 December 31, 2022 Guaranteed portions of SBA loans included in table above $ 36,035 31,893 Unguaranteed portions of SBA loans included in table above 115,413 116,910 Total SBA loans included in the table above $ 151,448 148,803 Sold portions of SBA loans with servicing retained - not included in tables above $ 380,634 392,370 At March 31, 2023 and December 31, 2022, there was a remaining unaccreted discount on the retained portion of sold SBA loans amounting to $ 4.0 million and $ 4.3 milion, respectively. At March 31, 2023 and December 31, 2022, l oans in the amount of $ 6.0 billion and $ 5.3 billion, respectively, were pledged as collateral for certain borrowings. Page 16 Index At both March 31, 2023 and December 31, 2022, total loans included loans to executive officers and directors of the Company, and their associates, totaling approximately $ 6.0 million. There were four new loans and advances on existing loans totaling approximately $ 0.1 million for the three months ended March 31, 2023 and repayments amounted to $ 0.2 million for that period. Available credit on related party loans totaled $ 1.1 million and $ 1.2 million, respectively, at March 31, 2023 and December 31, 2022. Management does not believe these loans involve more than the normal risk of collectability or present other unfavorable features. As of March 31, 2023 and December 31, 2022, unamortized discounts on all acquired loans totaled $ 32.4 million and $ 11.6 million, respectively. Loan discounts are generally amortized as yield adjustments over the respective lives of the loans, so long as the loans perform. Nonperforming assets are defined as nonaccrual loans, modifications to borrowers in financial distress, loans past due 90 or more days and still accruing interest, foreclosed real estate, and prior to the adoption of ASU 2022-02 on January 1, 2023, TDRs. Nonperforming assets are summarized as follows. ($ in thousands) March 31, 2023 December 31, 2022 Nonaccrual loans $ 28,059 28,514 Modifications to borrowers in financial distress 2,224 — TDRs - accruing — 9,121 Total nonperforming loans 30,283 37,635 Foreclosed real estate 789 658 Total nonperforming assets $ 31,072 38,293 At March 31, 2023 and December 31, 2022, the Company had $ 1.5 million and $ 0.8 million, respectively, in residential mortgage loans in the process of foreclosure. At both March 31, 2023 and December 31, 2022, there was one loan with an immaterial commitment to lend additional funds to borrowers whose loans were nonperforming. The following table is a summary of the Company’s nonaccrual loans by major categories as of March 31, 2023: ($ in thousands) Nonaccrual Loans with No Allowance Nonaccrual Loans with an Allowance Total Nonaccrual Loans Commercial, financial, and agricultural $ 36 10,752 10,788 Real estate – construction, land development & other land loans — 123 123 Real estate mortgage – residential (1-4 family) first mortgages — 3,026 3,026 Real estate mortgage – home equity loans / lines of credit — 1,781 1,781 Real estate mortgage – commercial and other 4,059 8,096 12,155 Consumer loans — 186 186 Total $ 4,095 23,964 28,059 The following table is a summary of the Company’s nonaccrual loans by major categories as of December 31, 2022: ($ in thousands) Nonaccrual Loans with No Allowance Nonaccrual Loans with an Allowance Total Nonaccrual Loans Commercial, financial, and agricultural $ 3,855 6,374 10,229 Real estate – construction, land development & other land loans — 1,009 1,009 Real estate mortgage – residential (1-4 family) first mortgages 157 3,132 3,289 Real estate mortgage – home equity loans / lines of credit — 1,397 1,397 Real estate mortgage – commercial and other 5,010 7,495 12,505 Consumer loans — 85 85 Total $ 9,022 19,492 28,514 Page 17 Index There was no interest income recognized during the periods presented on nonaccrual loans. The Company follows its nonaccrual policy of reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. The following table represents the accrued interest receivables written off by reversing interest income during each period indicated: ($ in thousands) Three Months Ended March 31, 2023 For the Year Ended December 31, 2022 Three Months Ended March 31, 2022 Commercial, financial, and agricultural $ 123 102 8 Real estate – construction, land development & other land loans — 16 12 Real estate mortgage – residential (1-4 family) first mortgages 8 45 10 Real estate mortgage – home equity loans / lines of credit 9 20 2 Real estate mortgage – commercial and other 16 139 100 Consumer loans — 2 — Total $ 156 324 132 The following table presents an analysis of the payment status of the Company’s loans as of March 31, 2023: ($ in thousands) Accruing 30-59 Days Past Due Accruing 60-89 Days Past Due Accruing 90 Days or More Past Due Nonaccrual Loans Accruing Current Total Loans Receivable Commercial, financial, and agricultural $ 1,329 392 — 10,788 872,523 885,032 Real estate – construction, land development & other land loans 233 52 — 123 1,091,618 1,092,026 Real estate mortgage – residential (1-4 family) first mortgages 8,806 95 — 3,026 1,374,653 1,386,580 Real estate mortgage – home equity loans / lines of credit 807 139 — 1,781 339,560 342,287 Real estate mortgage – commercial and other 1,896 725 — 12,155 4,011,482 4,026,258 Consumer loans 252 65 — 186 67,553 68,056 Total $ 13,323 1,468 — 28,059 7,757,389 7,800,239 Unamortized net deferred loan fees ( 1,276 ) Total loans 7,798,963 Page 18 Index The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2022: ($ in thousands) Accruing 30-59 Days Past Due Accruing 60-89 Days Past Due Accruing 90 Days or More Past Due Nonaccrual Loans Accruing Current Total Loans Receivable Commercial, financial, and agricultural $ 438 565 — 10,229 630,709 641,941 Real estate – construction, land development & other land loans 238 1,687 — 1,009 931,242 934,176 Real estate mortgage – residential (1-4 family) first mortgages 3,415 25 — 3,289 1,189,056 1,195,785 Real estate mortgage – home equity loans / lines of credit 457 371 — 1,397 321,501 323,726 Real estate mortgage – commercial and other 620 97 — 12,505 3,497,039 3,510,261 Consumer loans 249 66 — 85 60,259 60,659 Total $ 5,417 2,811 — 28,514 6,629,806 6,666,548 Unamortized net deferred loan fees ( 1,403 ) Total loans $ 6,665,145 Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Company reviews individually evaluated loans on nonaccrual with a net book balance of $500,000 or greater for designation as collateral dependent loans, as well as certain other loans that may still be accruing interest and/or are less than $500,000 in size that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the ACL. The following table presents an analysis of collateral dependent loans of the Company as of March 31, 2023: ($ in thousands) Residential Property Business Assets Land Commercial Property Total Collateral-Dependent Loans Commercial, financial, and agricultural $ — 3,085 — — 3,085 Real estate mortgage – commercial and other — — — 4,718 4,718 Total $ — 3,085 — 4,718 7,803 The following table presents an analysis of collateral dependent loans of the Company as of December 31, 2022: ($ in thousands) Residential Property Business Assets Land Commercial Property Total Collateral-Dependent Loans Commercial, financial, and agricultural $ — 6,394 — — 6,394 Real estate mortgage – residential (1-4 family) first mortgages 157 — — — 157 Real estate mortgage – commercial and other — — — 6,723 6,723 Total $ 157 6,394 — 6,723 13,274 Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the ACL based on the fair value of collateral. The ACL is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. The Company's policy is to obtain third-party appraisals on any significant pieces of collateral. For loans secured by real estate, the Company's policy is to write nonaccrual loans down to 90 % of the appraised value, which considers estimated selling costs that are usually incurred when disposing of real estate collateral. For real estate collateral that is in industries which may be undergoing heightened stress due to economic or other external factors, the Company may reduce the collateral values by an additional 10 - 25 % of appraised value to recognize additional discounts that are estimated to be incurred in a near-term sale. For non real estate collateral secured loans, the Page 19 Index Company generally writes nonaccrual loans down to 75 % of the appraised value, which provides for selling costs and liquidity discounts that are usually incurred when disposing of non real estate collateral. For reviewed loans that are not on nonaccrual basis, the Company assigns a specific allowance based on the parameters noted above. The Company does not believe that there is significant excess collateral for any of the loan types noted above. The following tables presents the activity in the ACL on loans for each of the periods indicated. Fluctuations in the ACL each period are based on loan mix and growth, changes in the levels of nonperforming loans, economic forecasts impacting loss drivers, other assumptions and inputs to the CECL model, and as occurred in 2023, adjustments for acquired loan portfolios. Much of the change to the level of ACL during the three months ended March 31, 2023 is attributed to the acquisition of GrandSouth. In addition to the "Day 1" allowance recorded for PCD loans of $ 5.6 million, the Company recorded a "Day 2" initial provision of $ 12.2 million related to the non-PCD loans in the GrandSouth portfolio. The balance of the change was a result of updated economic forecast inputs to our CECL model driving lower loss rate assumptions, primarily due to slightly improved unemployment and GDP forecasts. ($ in thousands) Commercial, financial, and agricultural Real estate – construction, land development & other land loans Real estate mortgage – residential (1-4 family) first mortgages Real estate mortgage – home equity loans / lines of credit Real estate mortgage – commercial and other Consumer loans Total As of and for the three months ended March 31, 2023 Beginning balance $ 17,718 15,128 11,354 3,158 40,709 2,900 90,967 "Day 1" ACL for acquired PCD loans 5,197 49 113 8 242 1 5,610 Charge-offs ( 2,177 ) — — ( 2 ) ( 235 ) ( 207 ) ( 2,621 ) Recoveries 274 65 146 34 434 36 989 Provisions / (Reversals) 2,061 3,744 672 283 4,126 565 11,451 Ending balance $ 23,073 18,986 12,285 3,481 45,276 3,295 106,396 ($ in thousands) Commercial, financial, and agricultural Real estate – construction, land development & other land loans Real estate mortgage – residential (1-4 family) first mortgages Real estate mortgage – home equity loans / lines of credit Real estate mortgage – commercial and other Consumer loans Total As of and for the year ended December 31, 2022 Beginning balance $ 16,249 16,519 8,686 4,337 30,342 2,656 78,789 Charge-offs ( 2,519 ) — — ( 43 ) ( 1,063 ) ( 840 ) ( 4,465 ) Recoveries 756 480 17 600 1,983 207 4,043 Provisions/(Reversals) 3,232 ( 1,871 ) 2,651 ( 1,736 ) 9,447 877 12,600 Ending balance $ 17,718 15,128 11,354 3,158 40,709 2,900 90,967 ($ in thousands) Commercial, financial, and agricultural Real estate – construction, land development & other land loans Real estate mortgage – residential (1-4 family) first mortgages Real estate mortgage – home equity loans / lines of credit Real estate mortgage – commercial and other Consumer loans Total As of and for the three months ended March 31, 2022 Beginning balance $ 16,249 16,519 8,686 4,337 30,342 2,656 78,789 Charge-offs ( 790 ) — — ( 41 ) ( 45 ) ( 167 ) ( 1,043 ) Recoveries 247 137 4 233 155 47 823 Provisions/(Reversals) 307 ( 599 ) ( 531 ) ( 2,455 ) 6,875 ( 97 ) 3,500 Ending balance $ 16,013 16,057 8,159 2,074 37,327 2,439 82,069 Page 20 Index Credit Quality Indicators The Company tracks credit quality based on its internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type. The following describes the Company’s internal risk grades in ascending order of likelihood of loss: Risk Grade Description Pass: 1 Loans with virtually no risk, including cash secured loans. 2 Loans with documented significant overall financial strength. These loans have minimum chance of loss due to the presence of multiple sources of repayment – each clearly sufficient to satisfy the obligation. 3 Loans with documented satisfactory overall financial strength. These loans have a low loss potential due to presence of at least two clearly identified sources of repayment – each of which is sufficient to satisfy the obligation under the present circumstances. 4 Loans to borrowers with acceptable financial condition. These loans could have signs of minor operational weaknesses, lack of adequate financial information, or loans supported by collateral with questionable value or marketability. 5 Loans that represent above average risk due to minor weaknesses and warrant closer scrutiny by management. Collateral is generally required and felt to provide reasonable coverage with realizable liquidation values in normal circumstances. Repayment performance is satisfactory. P (Pass) Consumer loans that are of satisfactory credit quality with borrowers who exhibit good personal credit history, average personal financial strength and moderate debt levels. These loans generally conform to Bank policy, but may include approved mitigated exceptions to the guidelines. Special Mention: 6 Existing loans with defined weaknesses in primary source of repayment that, if not corrected, could cause a loss to the Bank. Classified: 7 An existing loan inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. 8 Loans that have a well-defined weakness that make the collection or liquidation in full highly questionable and improbable. Loss appears imminent, but the exact amount and timing is uncertain. 9 Loans that are considered uncollectible and are in the process of being charged-off. This grade is a temporary grade assigned for administrative purposes until the charge-off is completed. F (Fail) Consumer loans with a well-defined weakness, such as exceptions of any kind with no mitigating factors, history of paying outside the terms of the note, insufficient income to support the current level of debt, etc. In the tables that follow, substantially all of the "Classified Loans" have grades of 7 or Fail, with those categories having similar levels of risk. The tables below present the Company’s recorded investment in loans by credit quality indicators by year of origination or renewal as of the periods indicated. Acquired loans are presented in the year originated, not in the year of acquisition. Page 21 Index Term Loans by Year of Origination ($ in thousands) 2023 2022 2021 2020 2019 Prior Revolving Total As of March 31, 2023 Commercial, financial, and agricultural Pass $ 30,973 191,669 133,914 90,094 54,372 72,590 295,435 869,047 Special Mention 362 233 367 529 1,164 914 109 3,678 Classified — 1,020 1,990 1,651 1,618 5,346 682 12,307 Total commercial, financial, and agricultural 31,335 192,922 136,271 92,274 57,154 78,850 296,226 885,032 Gross charge-offs, YTD — 129 691 21 299 651 386 2,177 Real estate – construction, land development & other land loans Pass 170,337 570,389 221,325 46,235 15,108 10,720 51,065 1,085,179 Special Mention 389 5,220 — 1 — 102 12 5,724 Classified 530 272 86 32 19 160 24 1,123 Total real estate – construction, land development & other land loans 171,256 575,881 221,411 46,268 15,127 10,982 51,101 1,092,026 Gross charge-offs, YTD — — — — — — — — Real estate mortgage – residential (1-4 family) first mortgages Pass 70,953 376,734 317,648 205,073 102,510 297,101 1,770 1,371,789 Special Mention — 748 203 106 647 2,110 19 3,833 Classified — 538 130 397 403 8,801 689 10,958 Total real estate mortgage – residential (1-4 family) first mortgages 70,953 378,020 317,981 205,576 103,560 308,012 2,478 1,386,580 Gross charge-offs, YTD — — — — — — — — Real estate mortgage – home equity loans / lines of credit Pass 624 5,439 1,732 1,338 219 1,883 322,004 333,239 Special Mention — 173 119 — — 17 123 432 Classified 13 91 153 93 92 276 7,898 8,616 Total real estate mortgage – home equity loans / lines of credit 637 5,703 2,004 1,431 311 2,176 330,025 342,287 Gross charge-offs, YTD — — — — — — 2 2 Real estate mortgage – commercial and other Pass 156,862 1,245,323 1,311,892 617,132 280,085 306,906 59,260 3,977,460 Special Mention 243 1,617 1,016 8,473 7,327 11,948 652 31,276 Classified 189 3,983 541 255 3,896 8,297 361 17,522 Total real estate mortgage – commercial and other 157,294 1,250,923 1,313,449 625,860 291,308 327,151 60,273 4,026,258 Gross charge-offs, YTD — — 235 — — — — 235 Consumer loans Pass 4,750 18,431 8,093 3,646 1,036 1,026 30,541 67,523 Special Mention — — — — — — — — Classified 235 173 35 — 6 15 69 533 Total consumer loans 4,985 18,604 8,128 3,646 1,042 1,041 30,610 68,056 Gross charge-offs, YTD — — 11 3 — — 193 207 Total loans $ 436,460 2,422,053 1,999,244 975,055 468,502 728,212 770,713 7,800,239 Unamortized net deferred loan fees ( 1,276 ) Total loans, net of deferred loan fees 7,798,963 Total gross charge-offs, year to date $ — 129 937 24 299 651 581 2,621 Page 22 Index Term Loans by Year of Origination ($ in thousands) 2022 2021 2020 2019 2018 Prior Revolving Total As of December 31, 2022 Commercial, financial, and agricultural Pass $ 185,167 107,747 85,110 51,274 590 76,588 120,590 627,066 Special Mention 342 166 648 1,312 — 990 332 3,790 Classified 734 1,909 808 1,384 — 5,762 488 11,085 Total commercial, financial, and agricultural 186,243 109,822 86,566 53,970 590 83,340 121,410 641,941 Real estate – construction, land development & other land loans Pass 550,752 267,096 42,421 30,973 — 12,722 19,519 923,483 Special Mention 5,128 5 3,679 — — 100 13 8,925 Classified 656 107 38 899 — 44 24 1,768 Total real estate – construction, land development & other land loans 556,536 267,208 46,138 31,872 — 12,866 19,556 934,176 Real estate mortgage – residential (1-4 family) first mortgages Pass 317,282 274,756 186,102 98,559 185 301,885 1,379 1,180,148 Special Mention 1,189 127 110 470 — 2,416 — 4,312 Classified 763 251 221 359 — 9,072 659 11,325 Total real estate – mortgage – residential (1-4 family) first mortgages 319,234 275,134 186,433 99,388 185 313,373 2,038 1,195,785 Real estate mortgage – home equity loans / lines of credit Pass 869 1,091 349 237 — 2,020 309,786 314,352 Special Mention 175 — — — — 18 1,072 1,265 Classified 106 156 94 87 — 213 7,453 8,109 Total real estate – mortgage – home equity loans / lines of credit 1,150 1,247 443 324 — 2,251 318,311 323,726 Real estate mortgage – commercial and other Pass 1,096,643 1,186,678 569,624 247,448 179 324,361 48,882 3,473,815 Special Mention 1,715 1,114 4,436 8,289 — 4,457 665 20,676 Classified 3,480 1,265 84 2,456 — 8,118 367 15,770 Total real estate mortgage – commercial and other 1,101,838 1,189,057 574,144 258,193 179 336,936 49,914 3,510,261 Consumer loans Pass 35,406 7,946 3,610 1,056 3 1,250 10,953 60,224 Special Mention — — — — — — — — Classified 320 31 3 1 — 25 55 435 Total consumer loans 35,726 7,977 3,613 1,057 3 1,275 11,008 60,659 Total loans $ 2,200,727 1,850,445 897,337 444,804 957 750,041 522,237 6,666,548 Unamortized net deferred loan fees ( 1,403 ) Total loans, net of deferred loan fees 6,665,145 Page 23 Index Loan Modifications to Borrowers Experiencing Financial Difficulty Effective January 1, 2023, we adopted ASU 2022-02 which eliminated the accounting guidance for TDRs and requires disclosures for certain loan modifications when a borrower is experiencing financial difficulty. Occasionally, the Company modifies loans to borrowers in financial distress as a part of our loss mitigation activities. Various types of modification may be offered including principal forgiveness, term extension, payment delays, or interest rate reductions. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession may be granted. For loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The followings tables present the amortized cost basis at March 31, 2023 of the loans modified for borrowers experiencing financial difficulty, by loan category and type of concession granted. Percentages labeled as "NM" are not measurable to the class of financing receivable, as they are less than 0.1% of the total class. Payment Delay ($ in thousands) Amortized Cost Basis at 3/31/2023 Percent of Total Class of Financing Receivable Commercial, financial, and agricultural $ 156 NM $ 156 Term Extension ($ in thousands) Amortized Cost Basis at 3/31/2023 Percent of Total Class of Financing Receivable Commercial, financial, and agricultural $ 1,442 0.2 % Real estate – construction, land development & other land loans 130 NM Real estate mortgage – residential (1-4 family) first mortgages 48 NM Real estate mortgage – home equity loans / lines of credit 103 NM Real estate mortgage – commercial and other 104 NM Consumer loans 228 0.3 % $ 2,055 Combination - Interest Rate Reduction and Term Extension ($ in thousands) Amortized Cost Basis at 3/31/2023 Percent of Total Class of Financing Receivable Real estate – construction, land development & other land loans $ 14 NM $ 14 For the three months ended March 31, 2023, there were no modifications for borrowers experiencing financial difficulty with principal forgiveness concessions. Page 24 Index The following tables describes the financial effect for the three months ended March 31, 2023 of the modifications made for borrowers experiencing financial difficulty: Payment Delay Loan Type Financial Effect Commercial, financial, and agricultural Delayed payment for 4 months. Term Extension Loan Type Financial Effect Commercial, financial, and agricultural Added a weighted average 6 months to the life of loans, which reduced monthly payment amounts to borrowers. Real estate – construction, land development & other land loans Added a weighted average 11 months to the life of loans, which reduced monthly payment amounts to borrowers. Real estate mortgage – residential (1-4 family) first mortgages Added a weighted average 14 months to the life of loans, which reduced monthly payment amounts to borrowers. Real estate mortgage – home equity loans / lines of credit Added a weighted average 46 months to the life of loans, which reduced monthly payment amounts to borrowers. Real estate mortgage – commercial and other Added a weighted average 12 months to the life of loans, which reduced monthly payment amounts to borrowers. Consumer loans Added a weighted average 3 months to the life of loans, which reduced monthly payment amounts to borrowers. Interest Rate Reduction Loan Type Financial Effect Real estate – construction, land development & other land loans Reduced weighted average contractual interest rate from 7.0 % to 5.5 % The Company closely monitors the performance of the loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months (numbers in thousands): Payment Status (Amortized Cost Basis) ($ in thousands) Current 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Commercial, financial, and agricultural $ 1,363 156 79 — Real estate – construction, land development & other land loans 144 — — — Real estate mortgage – residential (1-4 family) first mortgages 48 — — — Real estate mortgage – home equity loans / lines of credit 103 — — — Real estate mortgage – commercial and other 104 — — — Consumer loans 228 — — — $ 1,990 156 79 — None of the modifications made for borrowers experiencing financial difficulty during the three months ended March 31, 2023 are considered to have had a payment default. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount. TDR Disclosures Prior to the Adoption of ASU 2022-02 The restructuring of a loan was considered a TDR if both (i) the borrower was experiencing financial difficulties and (ii) the creditor had granted a concession. Concessions may have included interest rate reductions or below market interest rates, principal forgiveness, extension of terms and other actions intended to minimize potential losses. The vast majority of the Company’s TDRs modified during the period ended March 31, 2022 related to interest rate reductions combined with extension of terms. The Company does not generally grant principal forgiveness. Page 25 Index The Company’s TDRs could be classified as either nonaccrual or accruing based on the loan’s payment status. The TDRs that were nonaccrual were reported within the nonaccrual loan totals presented previously. The following table presents information related to loans modified in a TDR during the three months ended March 31, 2022. For the three months ended March 31, 2022 ($ in thousands) Number of Contracts Pre-Modification Restructured Balances Post-Modification Restructured Balances TDRs - Accruing Real estate mortgage – residential (1-4 family) first mortgages 1 $ 36 36 TDRs - Nonaccrual Commercial, financial, and agricultural 1 41 41 Real estate mortgage – residential (1-4 family) first mortgages 1 36 36 Real estate mortgage – commercial and other 1 540 540 Total TDRs arising during period 4 $ 653 653 The Company considered a TDR loan to have defaulted when it became 90 or more days delinquent under the modified terms, had been transferred to nonaccrual status, or had been transferred to foreclosed real estate. There were no accruing TDRs that were modified in the previous twelve months and that defaulted during the three months ended March 31, 2022. Concentration of Credit Risk Most of the Company's business activity is with customers located within the markets where it has banking operations. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy within its markets. Approximately 90 % of the Company's loan portfolio is secured by real estate and is therefore susceptible to changes in real estate valuations. Allowance for Credit Losses - Unfunded Loan Commitments In addition to the ACL on loans, the Company maintains an ACL for lending-related commitments such as unfunded loan commitments and letters of credit. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for lending-related commitments on off-balance sheet credit exposures is adjusted as a provision for unfunded commitments expense. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the ACL on loans. The ACL for unfunded loan commitments of $ 14.4 million and $ 13.3 million at March 31, 2023 and December 31, 2022, respectively, is separately classified on the Consolidated Balance Sheets within "Other liabilities." The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the three months ended March 31, 2023 and 2022 and for the twelve months ended December 31, 2022: ($ in thousands) March 31, 2023 December 31, 2022 March 31, 2022 Beginning balance $ 13,306 13,506 13,506 "Day 2" provision for credit losses on unfunded commitments acquired from GrandSouth 1,921 — — Charge-offs — — — Recoveries — — — Reversal of provision for unfunded commitments ( 870 ) ( 200 ) ( 1,500 ) Ending balance $ 14,357 13,306 12,006 Page 26 Index Allowance for Credit Losses - Securities Held to Maturity The ACL for securities held to maturity was insignificant at March 31, 2023 and December 31, 2022. Note 5 – Goodwill and Other Intangible Assets The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of March 31, 2023 and December 31, 2022, and the carrying amount of unamortized intangible assets as of those same dates. March 31, 2023 December 31, 2022 ($ in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable intangible assets: Customer lists $ 2,700 1,927 2,700 1,847 Core deposit intangibles 57,890 23,334 29,050 21,274 SBA servicing assets 13,342 9,445 13,264 9,260 Other 100 64 100 58 Total $ 74,032 34,770 45,114 32,439 Unamortizable intangible assets: Goodwill $ 478,750 364,263 Customer lists are generally amortized over five years and core deposit intangibles are generally amortized over 10 years, both at an accelerated rate. Amortization expense of all other intangible assets, excluding the SBA servicing assets, totaled $ 2.1 million and $ 1.0 million for the three months ended March 31, 2023 and 2022, respectively. SBA servicing assets are recorded for the portions of SBA loans that the Company has sold but continues to service for a fee. Servicing assets are initially recorded at fair value and amortized over the expected lives of the related loans and are tested for impairment on a quarterly basis. SBA servicing asset amortization expense is recorded within noninterest income as an offset to SBA servicing fees within the line item "Other service charges, commissions, and fees." The following table presents the changes in the SBA servicing assets for the three months ended March 31, 2023 and 2022: Three months ended March 31, ($ in thousands) 2023 2022 Beginning balance, net $ 4,004 5,472 Add: New servicing assets 77 745 Less: Amortization and impairment expense 184 626 Ending balance, net $ 3,897 5,591 During the three months ended March 31, 2023 and 2022, the Company recorded $ 1.0 million and $ 0.8 million, respectively, in SBA guarantee servicing income. A t March 31, 2023 and December 31, 2022, the Company serviced SBA loans totali ng $ 380.6 million a nd $ 392.4 million, respectively, for others. There were no other loans serviced in any period presented. Goodwill is evaluated for impairment on at least an annual basis, with the annual evaluation occurring as of October 31 of each year. Goodwill is also evaluated for impairment any time there is a triggering event indicating that impairment may have occurred. No triggering events were identified during 2022 or 2021, and therefore, the Company did not perform interim impairment evaluations in either of those years. Each of the Company's goodwill impairment evaluations for the periods presented, including the most recent October 2022 evaluation, indicated that there was no goodwill impairment. Page 27 Index The following table presents the changes in carrying amounts of goodwill: ($ in thousands) Total Goodwill Balance at December 31, 2021 $ 364,263 Net activity during 2022 — Balance at December 31, 2022 364,263 Additions from acquisition of GrandSouth 114,487 Balance at March 31, 2023 $ 478,750 In connection with the GrandSouth acquisition on January 1, 2023, the Company recorded $ 28.8 million in core deposit intangibles. The following table presents the estimated amortization expense schedule related to acquisition-related amortizable intangible assets, excluding the SBA servicing assets. These amounts will be recorded as "Intangibles amortization expense" within the noninterest expense section of the Consolidated Statements of Income. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets. ($ in thousands) Estimated Amortization Expense April 1, 2023 to December 31, 2023 $ 5,857 2024 6,604 2025 5,672 2026 4,705 2027 3,951 Thereafter 8,576 Total $ 35,365 Page 28 Index Note 6 - Borrowings The following tables present information regarding the Company’s outstanding borrowings at March 31, 2023 and December 31, 2022 (dollars in thousands): Description Due date Call Feature March 31, 2023 Interest Rate FHLB Principal Reducing Credit 7/24/2023 None $ 20 1.00 % fixed FHLB Principal Reducing Credit 12/22/2023 None 901 1.25 % fixed FHLB Principal Reducing Credit 6/26/2028 None 211 0.25 % fixed FHLB Principal Reducing Credit 7/17/2028 None 36 0.00 % fixed FHLB Principal Reducing Credit 8/18/2028 None 157 1.00 % fixed FHLB Principal Reducing Credit 8/22/2028 None 157 1.00 % fixed FHLB Principal Reducing Credit 12/20/2028 None 325 0.50 % fixed FHLB Daily Rate Credit 4/3/2023 None 80,000 4.74 % fixed FHLB Fixed Rate Credit 4/10/2023 None 70,000 4.78 % fixed FHLB Fixed Rate Credit 4/13/2023 None 50,000 4.88 % fixed FHLB Fixed Rate Credit 9/13/2023 None 300,000 5.17 % fixed FHLB Fixed Rate Hybrid 9/29/2023 None 5,000 0.40 % fixed Trust Preferred Securities 1/23/2034 Quarterly by Company beginning 1/23/2009 10,310 7.45 % at 3/31/23 adjustable rate 3 month LIBOR + 2.65 % Trust Preferred Securities 1/23/2034 Quarterly by Company beginning 1/23/2009 10,310 7.55 % at 3/31/23 adjustable rate 3 month LIBOR + 2.75 % Trust Preferred Securities 9/20/2034 Quarterly by Company beginning 9/20/2009 12,372 7.11 % at 3/31/23 adjustable rate 3 month LIBOR + 2.15 % Trust Preferred Securities 1/7/2035 Quarterly by Company beginning 1/7/2010 10,310 6.83 % at 3/31/23 adjustable rate 3 month LIBOR + 2.00 % Trust Preferred Securities 6/15/2036 Quarterly by Company beginning 6/15/2011 25,774 6.16 % at 3/31/23 adjustable rate 3 month LIBOR + 1.39 % Trust Preferred Securities 6/23/2036 Quarterly by the Company beginning 6/23/11 8,248 6.87 % at 3/31/23 adjustable rate 3 month LIBOR + 1.85 % Subordinated Debentures 11/30/2028 Semi-annually by Company beginning 11/30/2023 10,000 6.50 % fixed Subordinated Debentures 11/15/2030 Semi-annually by Company beginning 11/15/2025 18,000 4.38 % fixed Total borrowings / weighted average rate as of March 31, 2023 612,131 5.20 % Unamortized discount on acquired borrowings ( 5,650 ) Total borrowings $ 606,481 Page 29 Index Description Due date Call Feature December 31, 2022 Interest Rate FHLB Principal Reducing Credit 7/24/2023 None $ 32 1.00 % fixed FHLB Principal Reducing Credit 12/22/2023 None 912 1.25 % fixed FHLB Principal Reducing Credit 6/26/2028 None 214 0.25 % fixed FHLB Principal Reducing Credit 7/17/2028 None 38 0.00 % fixed FHLB Principal Reducing Credit 8/18/2028 None 158 1.00 % fixed FHLB Principal Reducing Credit 8/22/2028 None 159 1.00 % fixed FHLB Principal Reducing Credit 12/20/2028 None 329 0.50 % fixed FHLB Daily Rate Credit 8/23/2023 None 40,000 4.57 % fixed FHLB Fixed Rate Credit 1/9/2023 None 50,000 4.15 % fixed FHLB Fixed Rate Credit 2/1/2023 None 80,000 4.25 % fixed FHLB Fixed Rate Credit 2/9/2023 None 50,000 4.35 % fixed Trust Preferred Securities 1/23/2034 Quarterly by Company beginning 1/23/2009 10,310 7.06 % at 12/31/22 adjustable rate 3 month LIBOR + 2.65 % Trust Preferred Securities 1/23/2034 Quarterly by Company beginning 1/23/2009 10,310 7.16 % at 12/31/22 adjustable rate 3 month LIBOR + 2.75 % Trust Preferred Securities 6/15/2036 Quarterly by Company beginning 6/15/2011 25,774 6.16 % at 12/31/22 adjustable rate 3 month LIBOR + 1.39 % Trust Preferred Securities 9/20/2034 Quarterly by Company beginning 9/20/2009 12,372 6.90 % at 12/31/22 adjustable rate 3 month LIBOR + 2.15 % Trust Preferred Securities 1/7/2035 Quarterly by Company beginning 1/7/2010 10,310 6.08 % at 12/31/22 adjustable rate 3 month LIBOR + 2.00 % Total borrowings / weighted average rate as of December 31, 2022 290,918 4.82 % Unamortized discount on acquired borrowings ( 3,411 ) Total borrowings $ 287,507 Note 7 – Leases The Company enters into leases in the normal course of business. As of March 31, 2023, the Company leased 17 branch offices for which the land and buildings are leased and 10 branch offices for which the land is leased but the buildings are owned. The Company also leases office space for several operational departments. All of the Company’s leases are operating leases under applicable accounting standards and the lease agreements have maturity dates ranging from July 2023 through May 2076, some of which include options for multiple five - and ten-year extensions. The weighted average remaining life of the lease term for these leases was 19.2 years as of March 31, 2023. Certain of the Company's lease agreements include variable lease payments based on changes in inflation, with the impact of that factor being insignificant to the Company's total lease expense. As permitted by applicable accounting standards, the Company has elected not to recognize leases with original lease terms of 12 months or less (short-term leases) on the Company's Consolidated Balance Sheets. The short-term lease cost for each period presented was insignificant. Leases are classified as either operating or finance leases at the lease commencement date, and as previously noted, all of the Company's leases have been determined to be operating leases. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Page 30 Index The Company uses its incremental borrowing rate, on a collateralized basis, at lease commencement to calculate the present value of lease payments when the rate implicit in the lease is not known. The weighted average discount rate for leases was 3.04 % as of March 31, 2023. Total operating lease expense was $ 0.8 million and $ 0.9 million for the three months ended March 31, 2023 and 2022, respectively. The right-of-use assets and lease liabilities were $ 18.9 million and $ 19.6 million as of March 31, 2023, respectively, and were $ 18.7 million and $ 19.4 million as of December 31, 2022, respectively. Future undiscounted lease payments for operating leases with initial terms of one year or more as of March 31, 2023 are as follows. ($ in thousands) April 1, 2023 to December 31, 2023 $ 1,771 2024 2,163 2025 1,706 2026 1,685 2027 1,547 Thereafter 18,441 Total undiscounted lease payments 27,313 Less effect of discounting ( 7,675 ) Present value of estimated lease payments (lease liability) $ 19,638 Note 8 – Pension Plans The Company sponsored two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which was generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”) which was for the benefit of certain senior management executives of the Company. Effective December 31, 2012, the Company froze both plans for all participants. Although no previously accrued benefits were lost, no additional accruals of benefits under these plans for service subsequent to 2012 have been made. The Company recorded periodic pension cost totaling $ 51,000 for both the three months ended March 31, 2023 and 2022. The following table contains the components of the pension cost: For the Three Months Ended March 31, ($ in thousands) 2023 Pension Plan 2023 SERP 2023 Total Both Plans 2022 Pension Plan 2022 SERP 2022 Total Both Plans Service cost $ — — — — — — Interest cost 267 28 295 267 28 295 Expected return on plan assets ( 288 ) — ( 288 ) ( 288 ) — ( 288 ) Amortization of net loss (gain) 180 ( 136 ) 44 180 ( 136 ) 44 Net periodic pension cost $ 159 ( 108 ) 51 159 ( 108 ) 51 The service cost component of net periodic pension cost is included in salaries and benefits expense and all other components of net periodic pension cost are included in other noninterest expense. The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to be deductible for income tax purposes. The Company did not contribute to the Pension Plan in the first three months of 2023 and does not expect to contribute to the Pension Plan in the remainder of 2023. Effective March 31, 2023, the Company determined that the Pension Plan will be terminated during 2023 and a termination cost estimate of $ 2.4 million is included in the accompanying consolidated income statement. The Company’s funding policy with respect to the SERP is to fund the related benefits from the operating cash flow of the Company. Page 31 Index Note 9 – Fair Value Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at March 31, 2023: ($ in thousands) Description of Financial Instruments Fair Value at March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Recurring Securities available for sale: U.S. Treasury $ 170,109 — 170,109 — Government-sponsored enterprise securities 59,304 — 59,304 — Mortgage-backed securities 2,042,379 — 2,042,379 — Corporate bonds 18,473 — 18,473 — Total available for sale securities $ 2,290,265 — 2,290,265 — Presold mortgages in process of settlement $ 2,951 2,951 — — Nonrecurring Individually evaluated loans $ 1,799 — — 1,799 The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2022: Page 32 Index ($ in thousands) Description of Financial Instruments Fair Value at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Recurring Securities available for sale: US Treasury securities $ 168,758 — 168,758 — Government-sponsored enterprise securities 57,456 — 57,456 — Mortgage-backed securities 2,045,000 — 2,045,000 — Corporate bonds 43,279 — 43,279 — Total available for sale securities $ 2,314,493 — 2,314,493 — Presold mortgages in process of settlement $ 1,282 1,282 — — Nonrecurring Individually evaluated loans $ 9,590 — — 9,590 Foreclosed real estate 38 — — 38 The following is a description of the valuation methodologies used for instruments measured at fair value. Presold Mortgages in Process of Settlement — The fair value is based on the committed price that an investor has agreed to pay for the loan and is considered a Level 1 input. Securities Available for Sale — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 in the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by our third-party bond accounting provider using matrix pricing. Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include U.S. Treasury bonds, mortgage-backed securities, commercial mortgage-backed obligations, GSEs, and corporate bonds. In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Individually evaluated loans — Fair values for individually evaluated loans are measured on a non-recurring basis and are based on (1) the underlying collateral values securing the loans, adjusted for estimated selling costs, or (2) the net present value of the cash flows expected to be received for such loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is generally determined by third-party appraisers using an income or market valuation approach based on an appraisal conducted by an independent, licensed third party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the loans first became impaired, and thus the appraisals are not necessarily as of the period ends presented. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the Consolidated Statements of Income. Foreclosed real estate — Foreclosed real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value. Fair value is measured on a non-recurring basis and is based upon independent market prices or current appraisals that are generally prepared using an income or market valuation approach and conducted by an independent, licensed third party appraiser, adjusted for estimated selling costs (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the assets were acquired, and thus the appraisals are not necessarily as of the period ends presented. At the time of foreclosure, any excess of the loan balance over the fair value of Page 33 Index the real estate held as collateral is treated as a charge against the ACL. For any real estate valuations subsequent to foreclosure, any excess of the real estate recorded value over the fair value of the real estate is treated as a foreclosed real estate write-down on the Consolidated Statements of Income. For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2023, the significant unobservable inputs used in the fair value measurements were as follows: ($ in thousands) Fair Value at March 31, 2023 Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Individually evaluated loans - collateral-dependent $ 1,799 Appraised value Discounts applied for estimated costs to sell 10 % For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of December 31, 2022, the significant unobservable inputs used in the fair value measurements were as follows: ($ in thousands) Fair Value at December 31, 2022 Valuation Technique Significant Unobservable Inputs Range (Weighted Average) Individually evaluated loans - collateral-dependent $ 5,680 Appraised value Discounts applied for estimated costs to sell 10 % Individually evaluated loans - cash-flow dependent 3,910 PV of expected cash flows Discount rates used in the calculation of PV of expected cash flows 5.5 %- 11.1 % ( 6.76 %) Foreclosed real estate 38 Appraised value Discounts applied for estimated costs to sell 10 % The carrying amounts and estimated fair values of financial instruments not carried at fair value at March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 December 31, 2022 ($ in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Cash and due from banks, noninterest-bearing Level 1 $ 102,691 102,691 101,133 101,133 Due from banks, interest-bearing Level 1 610,691 610,691 169,185 169,185 Securities held to maturity Level 2 539,795 448,904 541,700 432,528 SBA loans held for sale Level 2 2,933 2,924 — — Total loans, net of allowance Level 3 7,692,567 7,269,005 6,574,178 6,240,870 Accrued interest receivable Level 1 31,740 31,740 29,710 29,710 Bank-owned life insurance Level 1 180,730 180,730 164,592 164,592 SBA Servicing Asset Level 3 3,897 4,796 4,004 4,721 Deposits Level 2 10,372,598 10,362,448 9,227,529 9,218,945 Borrowings Level 2 606,481 591,478 287,507 277,146 Accrued interest payable Level 1 6,992 6,992 2,738 2,738 Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include Page 34 Index net premises and equipment, intangible and other assets such as deferred income taxes, prepaid expense accounts, income taxes currently payable and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates. Note 10 – Stock-Based Compensation The Company recorded total stock-based compensation expense of $ 1.1 million and $ 0.5 million for the three months ended March 31, 2023 and 2022, respectively. In addition, the Company recog nized $ 259 thousand an d $ 126 thousand of income tax benefits related to stock-based compensation expense for the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the sole equity-based compensation plan of the Company was the First Bancorp 2014 Equity Plan (the "Equity Plan"), which was approved by shareholders on May 8, 2014. As of March 31, 2023, the Equity Plan had 267,803 shares remaining available for grant. The Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans' participants with those of the Company and its shareholders. The Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units. Recent equity awards to employees have been made in the form of shares of restricted stock awards with service vesting conditions only. Compensation expense for these awards is recorded over the requisite service periods. Upon forfeiture, any previously recognized compensation cost is reversed. Upon a change in control (as defined in the Equity Plan), unless the awards remain outstanding or substitute equivalent awards are provided, the awards become immediately vested. Certain of the Company’s equity grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company recognizes compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for each incremental award. Compensation expense is based on the estimated number of stock awards that will ultimately vest. Over the past five years, there have been insignificant amounts of forfeitures, and therefore the Company assumes that all awards granted with service conditions only will vest. In addition to employee equity awards, the Company's practice is to grant common shares, valued at approximately $ 37,500 for the current year, to each non-employee director (currently 14 in total) in June of each year. Compensation expense associated with these director awards is recognized on the date of award since there are no vesting conditions. The following table presents information regarding the activity for the first three months of 2023 related to the Company’s outstanding restricted stock awards: Long-Term Restricted Stock Awards Number of Units Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2023 223,012 $ 36.14 Granted during the period 81,075 41.68 Vested during the period ( 1,354 ) 36.69 Forfeited or expired during the period ( 791 ) 37.88 Nonvested at March 31, 2023 301,942 $ 37.33 Total unrecognized compensation expense as of March 31, 2023 amounted to $ 6.5 million with a weighted-average remaining term of 2.2 years. For the nonvested awards that are outstanding at March 31, 2023, the Company expects to record $ 3.8 million in compensation expense in the next twelve months, $ 3.1 million of which is expected to be recorded in the remaining quarters of 2023. Page 35 Index As discussed in Note 2, in conjunction with the GrandSouth acquisition, GrandSouth common stock options outstanding at January 1, 2023 became fully vested under the change in control provisions in the GrandSouth option plans and were converted into replacement options to acquire 0.91 shares of the Company's common stock. Stock option activity and related information is presented below as of and for the periods indicated: Options Outstanding Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value ($ in thousands) Balance at January 1, 2023 — $ — Replacement options issued in conjunction with acquisition of GrandSouth 542,345 20.14 Exercised during the period ( 169,718 ) 18.94 Forfeited or expired during the period — — Outstanding at March 31, 2023 372,627 20.68 6.55 $ 5,530 Exercisable at March 31, 2023 372,627 $ 20.68 6.55 $ 5,530 Stock options outstanding are summarized as follows as of March 31, 2023: Shares Range Weighted Average Price Weighted Average Remaining Life in Years 113,732 $ 13.79 - 18.18 15.63 4.89 133,770 $ 18.19 18.19 6.23 125,125 $ 18.20 - 31.32 27.94 8.40 372,627 20.68 6.55 In accordance with ASC 805-30, the fair value of the replacement options issued in conjunction with the GrandSouth acquisition as of January 1, 2023 was measured using the Black-Scholes option pricing model and the weighted average fair value of replacement options was $ 24.85 . The following table illustrates the assumptions for the Black-Scholes model used in determining the fair value of options granted: For the Three Months Ended March 31, 2023 Fair value per option, weighted average $ 24.85 Expected life (years) 1.4 - 4.7 Expected stock price volatility, weighted average 46.39 % Expected dividend yield 2.05 % Risk-free interest rate, weighted average 4.18 % Expected forfeiture rate — % The expected life is based on historical exercises and forfeitures experience of the grantees. The volatility is based on historical price volatility. The risk-free interest rate is based on a U.S. Treasury instrument with a life that is similar to the expected life of the option grant. At March 31, 2023, the Company had no unrecognized compensation expense related to stock options. All unexercised options expire ten years after the applicable original grant dates under the GrandSouth stock option plan. Page 36 Index Note 11 – Earnings Per Share The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Earnings Per Common Share ("EPS"): For the Three Months Ended March 31, 2023 2022 ($ in thousands except per share amounts) Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount Basic EPS: Net income $ 15,161 $ 33,969 Less: income allocated to participating securities ( 109 ) ( 198 ) Basic EPS per common share $ 15,052 40,583,417 $ 0.37 $ 33,771 35,433,739 $ 0.95 Diluted EPS: Net income $ 15,161 40,583,417 $ 33,969 35,433,739 Effect of dilutive securities — 529,275 — 207,239 Diluted EPS per common share $ 15,161 41,112,692 $ 0.37 $ 33,969 35,640,978 $ 0.95 Note 12 – Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) for the Company are as follows: ($ in thousands) March 31, 2023 December 31, 2022 Unrealized loss on securities available for sale $ ( 408,731 ) ( 444,063 ) Deferred tax asset 94,622 102,046 Net unrealized loss on securities available for sale ( 314,109 ) ( 342,017 ) Postretirement plans liability 98 54 Deferred tax asset ( 23 ) ( 12 ) Net postretirement plans liability 75 42 Total accumulated other comprehensive loss $ ( 314,034 ) ( 341,975 ) The following tables disclose the changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2023 and 2022 (all amounts are net of tax): For the Three Months Ended March 31, 2023 ($ in thousands) Unrealized (Loss) Gain on Securities Available for Sale Postretirement Plans Asset (Liability) Total Beginning balance $ ( 342,017 ) 42 ( 341,975 ) Other comprehensive gain before reclassifications 27,908 — 27,908 Amounts reclassified from accumulated other comprehensive income — 33 33 Net current period other comprehensive gain income 27,908 33 27,941 Ending balance $ ( 314,109 ) 75 ( 314,034 ) Page 37 Index For the Three Months Ended March 31, 2022 ($ in thousands) Unrealized (Loss) on Securities Available for Sale Postretirement Plans Asset (Liability) Total Beginning balance $ ( 24,698 ) ( 272 ) ( 24,970 ) Other comprehensive loss before reclassifications ( 140,019 ) — ( 140,019 ) Amounts reclassified from accumulated other comprehensive income — 34 34 Net current period other comprehensive (loss) income ( 140,019 ) 34 ( 139,985 ) Ending balance $ ( 164,717 ) ( 238 ) ( 164,955 ) Amounts reclassified from accumulated other comprehensive income for unrealized gain (loss) on securities available for sale represent realized securities gains or losses, net of tax effects. There were no security sales in any period presented. Amounts reclassified from accumulated other comprehensive income for postretirement plans asset (liability) represent amortization of amounts included in accumulated other comprehensive income (loss), net of taxes, and are recorded in the "Other operating expenses" line item of the Consolidated Statements of Income. Note 13 – Revenue from Contracts with Customers All of the Company’s revenues that are in the scope of the “ Revenue from Contracts with Customers ” accounting standard (“ASC 606”) are recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the three months ended March 31, 2023 and 2022. Items outside the scope of ASC 606 are noted as such. For the Three Months Ended ($ in thousands) March 31, 2023 March 31, 2022 Noninterest Income: In-scope of ASC 606: Service charges on deposit accounts $ 3,894 3,541 Other service charges and fees: Bankcard interchange income, net 2,582 4,711 Other service charges and fees 3,318 2,263 Commissions from sales of financial products 1,306 945 SBA consulting fees 521 780 Noninterest income (in-scope of ASC 606) 11,621 12,240 Noninterest income (out-of-scope of ASC 606) 1,915 7,011 Total noninterest income $ 13,536 19,251 A description of the Company’s revenue streams accounted for under ASC 606 is detailed below. Service charges on deposit accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Overdraft fees are recognized at the point in time that the overdraft occurs. Maintenance and activity fees include account maintenance fees and transaction-based fees. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of the month, representing the period over which the Company satisfies the performance obligation. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Service charges on deposits are withdrawn from the customer’s account balance. Other service charges and fees: The Company earns interchange income on its customers’ debit and credit card usage and earns fees from other services utilized by its customers. Interchange income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as MasterCard. Interchange fees from cardholder transactions represent a percentage of the Page 38 Index underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange fees are offset with interchange expenses and are presented on a net basis. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, ATM surcharge fees, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Commissions from the sales of insurance and financial products: The Company earns commissions from the sale of wealth management products which primarily consist of commissions received on financial product sales, such as annuities. The Company’s performance obligation is generally satisfied upon the issuance of the financial product. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue. The Company also earns some fees from asset management, which is billed quarterly for services rendered in the most recent period, for which the performance obligation has been satisfied. SBA consulting fees: The Company earns fees for its consulting services related to the origination of SBA loans. Fees are based on a percentage of the dollar amount of the originated loans and are recorded when the performance obligation has been satisfied. The Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affect the determination of the amount and timing of revenue from the above-described contracts with customers.