PEOPLES BANCORP OF NORTH CAROLINA INC 10-Q

Item 1. Financial Statements PEOPLES BANCORP OF NORTH CAROLINA, INC. Consolidated Balance Sheets June 30, 2023 and December 31, 2022 (Dollars in thousands) June 30, December 31, Assets 2023 2022 (Unaudited) (Audited) Cash and due from banks, including reserve requirements of $ 0 at both 6/30/23 and 12/31/22 $ 41,219 50,061 Interest-bearing deposits 47,822 21,535 Cash and cash equivalents 89,041 71,596 Investment securities available for sale 394,084 445,394 Other investments 2,602 2,656 Total securities 396,686 448,050 Mortgage loans held for sale 1,560 211 Loans 1,057,724 1,032,608 Less allowance for credit losses ( 9,789 ) ( 10,494 ) Net loans 1,047,935 1,022,114 Premises and equipment, net 16,734 18,205 Cash surrender value of life insurance 17,912 17,703 Right of use lease asset 5,061 5,116 Accrued interest receivable and other assets 36,645 37,932 Total assets $ 1,611,574 1,620,927 Liabilities and Shareholders' Equity Deposits: Noninterest-bearing demand $ 454,702 523,088 Interest-bearing demand, MMDA & savings 679,823 814,128 Time, over $ 250,000 105,284 31,001 Other time 129,715 66,998 Total deposits 1,369,524 1,435,215 Securities sold under agreements to repurchase 93,172 47,688 Junior subordinated debentures 15,464 15,464 Lease liability 5,148 5,185 Accrued interest payable and other liabilities 15,896 12,180 Total liabilities 1,499,204 1,515,732 Commitments Shareholders' equity: Preferred stock, no par value; authorized 5,000,000 shares; no shares issued and outstanding - - Common stock, no par value; authorized 20,000,000 shares; issued and outstanding 5,590,799 shares at June 30, 2023 and 5,636,830 shares at December 31, 2022 51,809 52,636 Common stock held by deferred compensation trust, at cost; 165,142 shares at June 30, 2023 and 169,094 shares at December 31, 2022 ( 1,967 ) ( 2,181 ) Deferred compensation 1,967 2,181 Retained earnings 104,304 100,156 Accumulated other comprehensive loss ( 43,743 ) ( 47,597 ) Total shareholders' equity 112,370 105,195 Total liabilities and shareholders' equity $ 1,611,574 1,620,927 See accompanying Notes to Consolidated Financial Statements. 4 Table of Contents PEOPLES BANCORP OF NORTH CAROLINA, INC. Consolidated Statements of Earnings Three and Six Months Ended June 30, 2023 and 2022 (Dollars in thousands, except per share amounts) Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Interest income: Interest and fees on loans $ 13,667 9,934 26,550 19,676 Interest on due from banks 517 442 900 553 Interest on investment securities: U.S. Government sponsored enterprises 2,280 487 4,510 993 State and political subdivisions 696 1,010 1,558 1,953 Other 439 119 882 146 Total interest income 17,599 11,992 34,400 23,321 Interest expense: NOW, MMDA & savings deposits 1,648 366 3,136 769 Time deposits 1,638 141 2,154 287 Junior subordinated debentures 259 103 507 178 Other 283 34 494 73 Total interest expense 3,828 644 6,291 1,307 Net interest income 13,771 11,348 28,109 22,014 Provision for credit losses 375 410 599 481 Net interest income after provision for loan losses 13,396 10,938 27,510 21,533 Non-interest income: Service charges 1,328 1,374 2,669 2,542 Other service charges and fees 163 178 345 371 Loss on sale of securities, net - - ( 2,488 ) - Mortgage banking income 39 99 132 299 Insurance and brokerage commissions 206 256 434 496 Appraisal management fee income 2,590 3,439 4,684 6,945 Miscellaneous 2,077 1,982 4,238 3,721 Total non-interest income 6,403 7,328 10,014 14,374 Non-interest expense: Salaries and employee benefits 6,286 6,443 12,786 12,292 Occupancy 1,981 1,932 3,995 3,848 Professional fees 450 455 849 828 Advertising 156 169 345 334 Debit card expense 282 322 555 598 FDIC Insurance 260 115 370 225 Appraisal management fee expense 2,049 2,757 3,699 5,529 Miscellaneous 2,155 2,050 4,722 3,930 Total non-interest expense 13,619 14,243 27,321 27,584 Earnings before income taxes 6,180 4,023 10,203 8,323 Income tax expense 1,372 806 2,223 1,654 Net earnings $ 4,808 3,217 7,980 6,669 Basic net earnings per share $ 0.88 0.59 1.46 1.21 Diluted net earnings per share $ 0.85 0.57 1.41 1.18 Cash dividends declared per share $ 0.19 0.18 0.53 0.51 See accompanying Notes to Consolidated Financial Statements. 5 Table of Contents PEOPLES BANCORP OF NORTH CAROLINA, INC. Consolidated Statements of Comprehensive Income (Loss) Three and Six Months Ended June 30, 2023 and 2022 (Dollars in thousands) Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net earnings $ 4,808 3,217 7,980 6,669 Other comprehensive income (loss): Unrealized holding gains (losses) on securities available for sale ( 6,905 ) ( 19,268 ) 2,515 ( 43,081 ) Reclassification adjustment for losses on securities available for sale included in net earnings - - 2,488 - Total other comprehensive income (loss), before income taxes ( 6,905 ) ( 19,268 ) 5,003 ( 43,081 ) Income tax expense (benefit) related to other comprehensive income: Unrealized holding gains (losses) on securities available for sale ( 1,586 ) ( 4,427 ) 577 ( 9,898 ) Reclassification adjustment for losses on on securities available for sale included in net earnings - - 572 - Total income tax expense (benefit) related to other comprehensive income ( 1,586 ) ( 4,427 ) 1,149 ( 9,898 ) Total other comprehensive income (loss), net of tax ( 5,319 ) ( 14,841 ) 3,854 ( 33,183 ) Total comprehensive income (loss) $ ( 511 ) ( 11,624 ) 11,834 ( 26,514 ) See accompanying Notes to Consolidated Financial Statements. 6 Table of Contents PEOPLES BANCORP OF NORTH CAROLINA, INC. Consolidated Statements of Changes in Shareholders' Equity Three and Six Months Ended June 30, 2023 and 2022 (Dollars in thousands) Common Stock Held By Accumulated Deferred Other Common Stock Retained Deferred Compensation Comprehensive Shares Amount Earnings Compensation Trust Loss Total (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Balance, December 31, 2022 5,636,830 $ 52,636 100,156 2,181 ( 2,181 ) ( 47,597 ) 105,195 Adoption of new accounting standard, net of tax - - ( 838 ) - - - ( 838 ) Cash dividends declared on common stock - - ( 1,925 ) - - - ( 1,925 ) Restricted stock units exercised 191 6 - - - - 6 Equity incentive plan, net - - - ( 344 ) 344 - - Net earnings - - 3,172 - - - 3,172 Change in accumulated other comprehensive income, net of tax - - - - - 9,173 9,173 Balance, March 31, 2023 5,637,021 $ 52,642 100,565 1,837 ( 1,837 ) ( 38,424 ) 114,783 Common stock repurchase ( 46,222 ) ( 833 ) - - - - ( 833 ) Cash dividends declared on common stock - - ( 1,069 ) - - - ( 1,069 ) Equity incentive plan, net - - - 130 ( 130 ) - - Net earnings - - 4,808 - - - 4,808 Change in accumulated other comprehensive loss, net of tax - - - - - ( 5,319 ) ( 5,319 ) Balance, June 30, 2023 5,590,799 $ 51,809 104,304 1,967 ( 1,967 ) ( 43,743 ) 112,370 Balance, December 31, 2021 5,661,569 $ 53,305 88,968 1,992 ( 1,992 ) 96 142,369 Common stock repurchase ( 7,000 ) ( 199 ) - - - - ( 199 ) Cash dividends declared on common stock - - ( 1,877 ) - - - ( 1,877 ) Restricted stock units exercised 1,461 41 - - - - 41 Equity incentive plan, net - - - 50 ( 50 ) - - Net earnings - - 3,452 - - - 3,452 Change in accumulated other comprehensive loss, net of tax - - - - - ( 18,342 ) ( 18,342 ) Balance, March 31, 2022 5,656,030 $ 53,147 90,543 2,042 ( 2,042 ) ( 18,246 ) 125,444 Common stock repurchase ( 15,000 ) ( 395 ) - - - - ( 395 ) Cash dividends declared on common stock - - ( 1,019 ) - - - ( 1,019 ) Equity incentive plan, net - - - 57 ( 57 ) - - Net earnings - - 3,217 - - - 3,217 Change in accumulated other comprehensive loss, net of tax - - - - - ( 14,841 ) ( 14,841 ) Balance, June 30, 2022 5,641,030 $ 52,752 92,741 2,099 ( 2,099 ) ( 33,087 ) 112,406 See accompanying Notes to Consolidated Financial Statements. 7 Table of Contents PEOPLES BANCORP OF NORTH CAROLINA, INC. Consolidated Statements of Cash Flows Six Months Ended June 30, 2023 and 2022 (Dollars in thousands) 2023 2022 (Unaudited) (Unaudited) Cash flows from operating activities: Net earnings $ 7,980 6,669 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation, amortization and accretion 1,720 3,505 Provision for credit losses 599 481 Deferred income taxes ( 238 ) ( 21 ) Loss on sale of investment securities, net 2,488 - Gain on sale of premises and equipment ( 191 ) - Restricted stock expense 78 ( 83 ) Proceeds from sales of mortgage loans held for sale 6,754 16,428 Origination of mortgage loans held for sale ( 8,103 ) ( 14,079 ) Change in: Cash surrender value of life insurance ( 209 ) ( 200 ) Right of use lease asset 403 369 Other assets 595 ( 3,946 ) Lease liability ( 385 ) ( 360 ) Other liabilities 1,386 108 Net cash provided by operating activities 12,877 8,871 Cash flows from investing activities: Purchases of investment securities available for sale ( 6,992 ) ( 96,357 ) Proceeds from sales, calls and maturities of investment securities available for sale 52,023 7,870 Proceeds from paydowns of investment securities available for sale 8,206 22,840 Proceeds from paydowns on other investments 75 982 Redemptions (purchases) of FHLB stock 2 ( 105 ) Net change in loans ( 25,219 ) ( 74,651 ) Purchases of premises and equipment ( 953 ) ( 1,091 ) Proceeds from sale of premises and equipment 1,460 - Proceeds from bank owned life insurance - 65 Net cash provided (used) by investing activities 28,602 ( 140,447 ) Cash flows from financing activities: Net change in deposits ( 65,691 ) 81,222 Net change in securities sold under agreement to repurchase 45,484 52 Common stock repurchased ( 833 ) ( 594 ) Cash dividends paid on common stock ( 2,994 ) ( 2,896 ) Net cash provided (used) by financing activities ( 24,034 ) 77,784 Net change in cash and cash equivalents 17,445 ( 53,792 ) Cash and cash equivalents at beginning of period 71,596 277,499 Cash and cash equivalents at end of period $ 89,041 223,707 8 Table of Contents PEOPLES BANCORP OF NORTH CAROLINA, INC. Consolidated Statements of Cash Flows, continued Six Months Ended June 30, 2023 and 2022 (Dollars in thousands) 2023 2022 (Unaudited) (Unaudited) Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 5,948 1,293 Income taxes $ 1,498 2,319 Noncash investing and financing activities: Change in unrealized loss on investment securities available for sale, net $ 3,854 ( 33,183 ) Issuance of accrued restricted stock units $ 6 41 Initial recognition of lease right-of-use asset and lease liability $ 348 1,726 Allowance for credit losses record upon adoption of ASU 326, net of tax $ ( 838 ) - See accompanying Notes to Consolidated Financial Statements. 9 Table of Contents PEOPLES BANCORP OF NORTH CAROLINA, INC. Notes to Consolidated Financial Statements ( Unaudited ) (1) Summary of Significant Accounting Policies The Consolidated Financial Statements include the financial statements of Peoples Bancorp of North Carolina, Inc. (the “Company”) and its wholly owned subsidiary, Peoples Bank (the “Bank”), along with the Bank’s wholly owned subsidiaries, Peoples Investment Services, Inc. (“PIS”), Real Estate Advisory Services, Inc. (“REAS”), Community Bank Real Estate Solutions, LLC (“CBRES”) and PB Real Estate Holdings, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. In June 2006, the Company formed a wholly owned Delaware statutory trust, PEBK Capital Trust II (“PEBK Trust II”), to facilitate the issuance of $ 20.6 million of trust preferred securities. PEBK Trust II is not included in the Consolidated Financial Statements. The Bank operates three banking offices focused on the Latino population that were formerly operated as a separate division of the Bank under the name Banco de la Gente (“Banco”). These offices, which offer the same banking services as our other branches offer, now operate under the same name as our other offices; however, we continue to separately categorize mortgage loans originated from these offices. The Consolidated Financial Statements in this report (other than the Consolidated Balance Sheet at December 31, 2022) are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States (“GAAP”). Actual results could differ from those estimates. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance. Management has determined that the Company has two significant operating segment: Banking Operations and CBRES, as discussed more fully in Note 7. In determining the appropriateness of segment definition, the Company considers the criteria of Accounting Standards Codification (“ASC”) 280, Segment Reporting. The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. Many of the Company’s accounting policies require significant judgment regarding valuation of assets and liabilities and/or significant interpretation of the specific accounting guidance. A description of the Company’s significant accounting policies can be found in Note 1 of the Notes to Consolidated Financial Statements in the Company’s 2022 Annual Report to Shareholders which is Appendix A to the Proxy Statement for the 2023 Annual Meeting of Shareholders. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except for the adoption of ASC 326 noted below. 10 Table of Contents Recent Accounting Pronouncements The following table provides a summary of Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that the Company has recently adopted. ASU Description Effective Date Effect on Financial Statements or Other Significant Matters ASU 2019-10: Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates Guidance to defer the effective dates for private companies, not-for-profit organizations, and certain smaller reporting companies applying standards on current expected credit losses (CECL), leases and hedging. January 1, 2023 The adoption of this guidance did not have a material impact on the Company’s results of operations or financial position but did impact disclosure requirements. ASU 2019-11: Codification Improvements to Topic 326, Financial Instruments—Credit Losses Guidance that addresses issues raised by stakeholders during the implementation of ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments affect a variety of Topics in the ASC. January 1, 2023 The adoption of this guidance did not have a material impact on the Company’s results of operations or financial position but did impact disclosure requirements. ASU 2020-03: Codification Improvements to Financial Instruments Guidance to clarify that the contractual term of a net investment in a lease, determined in accordance with the leases standard, should be the contractual term used to measure expected credit losses under ASC 326. January 1, 2023 The adoption of this guidance did not have a material impact on the Company’s results of operations, financial position or disclosures. ASU 2022-02: Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Eliminates the guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 2 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. January 1, 2023 The adoption of this guidance did not have a material impact on the Company’s results of operations or financial position but did impact disclosure requirements. Other accounting standards that have been issued or proposed by FASB or other standards-setting bodies are not expected to have a material impact on the Company’s results of operations, financial position or disclosures. On January 1, 2023, the Company adopted ASC 326, which replaced the incurred loss impairment framework in prior GAAP with a current expected credit loss (“CECL”) framework, which requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost are presented at the net amount expected to be collected by using an allowance for credit losses (“ACL”). In addition, the adoption of CECL resulted in changes to the Company’s accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell. The Company adopted ASC 326 and all related subsequent amendments thereto effective January 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. Adoption of ASC 326 resulted in an initial reduction to retained earnings of $ 838,000 , net of tax, due to a $1.1 million increase in the allowance for credit losses, comprised of a $ 2.3 million increase in the allowance for credit losses on unfunded commitments and a $ 1.2 million decrease in the allowance for credit losses on loans. There was no impact to the available-for-sale securities portfolio or other financial instruments. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP (referred to as the “Incurred Loss” methodology). The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2023. As of December 31, 2022, the Company did not have any other than-temporarily impaired investment securities. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on available for sale securities was not deemed material. The Company elected not to measure an allowance for credit losses for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest. 11 Table of Contents The allowance for credit losses on loans is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable is excluded from the estimate of credit losses. The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of June 30, 2023. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. No loans were individually evaluated as of June 30, 2023. The Company has identified the following portfolio segments and calculates the allowance for credit losses for each using a Weighted Average Remaining Maturity (“WARM”) methodology: - 1-4 family residential construction loans - Other construction loans and all land development and other land loans - Secured by farmland (including farm residential and other improvements) - Home equity loans - 1-4 family residential loans secured by first liens - 1-4 family residential loans secured by junior liens - Secured by multifamily residential properties - Loans secured by owner-occupied, nonfarm nonresidential properties - Loans secured by other nonfarm nonresidential properties - Loans to finance agricultural production and other loans to farmers - Commercial and industrial loans - Other revolving credit plans - Other consumer loans - Obligations (other than securities and leases) of states and political subdivisions in the US - Other loans Under the WARM methodology, lifetime losses are calculated by determining the remaining life of the loan pool and then applying a loss rate which includes a forecast component over this remaining life of the loan pool. The methodology considers historical loss experience and a loss forecast expectation to estimate credit losses for the remaining balance of the loan pool. The calculated loss rate is applied to the contractual term (adjusted for prepayments) to determine the loan pool’s current expected credit losses. The Company’s forecast component projects the next four quarters to have similar loss rates to the period between November 1, 2015 and June 30, 2019, and then with a reversion back to the long-term average over four quarters. Additionally, the allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for: local, state and national economic outlook; levels and trends of delinquencies; trends in volume, mix and size of loans; seasoning of the loan portfolio; experience of staff; concentrations of credit; and interest rate risk. Loans that do not share risk characteristics are evaluated on an individual basis. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date unadjusted for selling costs as appropriate. The Company did not have any loans evaluated on an individual basis at June 30, 2023. Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in other liabilities on the Company’s consolidated balance sheets. 12 Table of Contents Reclassification Certain amounts in the 2022 consolidated financial statements have been reclassified to conform to the 2023 presentation. These reclassifications did not have any impact on shareholders’ equity or net earnings. (2) Investment Securities Investment securities available for sale at June 30, 2023 and December 31, 2022 are as follows: (Dollars in thousands) June 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S Treasuries $ 10,963 - 1,069 9,894 U.S. Government sponsored enterprises 11,714 - 694 11,020 Mortgage-backed securities 298,133 67 28,480 269,720 State and political subdivisions 130,063 - 26,613 103,450 Total $ 450,873 67 56,856 394,084 (Dollars in thousands) December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S Treasuries $ 10,951 - 1,137 9,814 U.S. Government sponsored enterprises 12,245 - 706 11,539 Mortgage-backed securities 299,222 445 25,829 273,838 State and political subdivisions 184,768 91 34,656 150,203 Total $ 507,186 536 62,328 445,394 The current fair value and associated unrealized losses on investments in securities with unrealized losses at June 30, 2023 and December 31, 2022 are summarized in the tables below, with the length of time the individual securities have been in a continuous loss position. (Dollars in thousands) June 30, 2023 Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasuries $ - - 9,894 1,069 9,894 1,069 U.S. Government sponsored enterprises - - 11,020 694 11,020 694 Mortgage-backed securities 69,059 3,522 195,720 24,958 264,779 28,480 State and political subdivisions - - 103,450 26,613 103,450 26,613 Total $ 69,059 3,522 320,084 53,334 389,143 56,856 13 Table of Contents (Dollars in thousands) December 31, 2022 Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasuries $ 2,878 104 6,936 1,033 9,814 1,137 U.S. Government sponsored enterprises 2,904 87 8,635 619 11,539 706 Mortgage-backed securities 128,241 8,740 120,464 17,089 248,705 25,829 State and political subdivisions 65,880 7,766 76,291 26,890 142,171 34,656 Total $ 199,903 16,697 212,326 45,631 412,229 62,328 At June 30, 2023, unrealized losses in the investment securities portfolio relating to debt securities totaled $ 56.9 million. The unrealized losses on these debt securities arose due to changing interest rates and are considered to be temporary. From the June 30, 2023 tables above, all three of the U.S. Treasury securities, all 108 of the securities issued by state and political subdivisions, all seven of the securities issued by U.S. Government sponsored enterprises and 129 of the 134 mortgage-backed securities contained unrealized losses. These unrealized losses are not related to credit impairment because of the acceptable financial condition and results of operations of the entities that issued each security and the repayment sources of principal and interest on U.S. Government sponsored enterprises, including mortgage-backed securities. The Company does not have an allowance for credit losses on available for sale securities at June 30, 2023. At December 31, 2022, unrealized losses in the investment securities portfolio relating to debt securities totaled $ 62.3 million. The unrealized losses on these debt securities arose due to changing interest rates and are considered to be temporary. From the December 31, 2022 tables above, all three of the U.S. Treasury securities, 149 of the 158 securities issued by state and political subdivisions, all seven of the securities issued by U.S. Government sponsored enterprises and 123 of the 133 mortgage-backed securities contained unrealized losses. These unrealized losses are considered temporary because of the acceptable financial condition and results of operations of the entities that issued each security and the repayment sources of principal and interest on U.S. Government sponsored enterprises, including mortgage-backed securities. The amortized cost and estimated fair value of investment securities available for sale at June 30, 2023, presented by contractual maturity, are shown below. Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties. June 30, 2023 (Dollars in thousands) Amortized Cost Fair Value Due within one year $ 5,983 5,814 Due from one to five years 10,828 9,588 Due from five to ten years 50,349 42,759 Due after ten years 85,580 66,203 Mortgage-backed securities 298,133 269,720 Total $ 450,873 394,084 No securities available for sale were sold during the three months ended June 30, 2023. During the six months ended June 30, 2023, proceeds from sales of securities available for sale were $ 51.0 million and resulted in gross losses of $ 2.7 million and gross gains of $ 177,000 . No securities available for sale were sold during the six months ended June 30, 2022. Securities with a fair value of approximately $ 120.7 million and $ 96.0 million at June 30, 2023 and December 31, 2022, respectively, were pledged to secure public deposits and for other purposes as required by law. 14 Table of Contents (3) Loans Major classifications of loans at June 30, 2023 and December 31, 2022 are summarized as follows: (Dollars in thousands) June 30, 2023 December 31, 2022 Real estate loans: Construction and land development $ 114,215 114,446 Single-family residential 331,124 322,262 Single-family residential - Banco de la Gente non-traditional 18,907 20,019 Commercial 428,084 406,750 Multifamily and farmland 67,727 65,562 Total real estate loans 960,057 929,039 Loans not secured by real estate: Commercial loans 75,450 81,307 Farm loans 428 938 Consumer loans 7,097 6,834 All other loans 14,692 14,490 Total loans 1,057,724 1,032,608 Less allowance for credit losses ( 9,789 ) ( 10,494 ) Total net loans $ 1,047,935 1,022,114 The Bank makes loans and extensions of credit primarily within the Catawba Valley region of North Carolina, which encompasses Catawba, Alexander, Iredell and Lincoln counties and also in Mecklenburg, Wake, Rowan and Forsyth counties of North Carolina. Although the Bank has a diversified loan portfolio, a substantial portion of the loan portfolio is collateralized by improved and unimproved real estate, the value of which is dependent upon the real estate market. Risk characteristics of the major components of the Bank’s loan portfolio are discussed below: · Construction and land development loans – The risk of loss is largely dependent on the initial estimate of whether the property’s value at completion equals or exceeds the cost of property construction and the availability of take-out financing. During the construction phase, a number of factors can result in delays or cost overruns. If the estimate is inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed through a permanent loan, sale of the property, or by seizure of collateral. · Single-family residential loans – Declining home sales volumes, decreased real estate values and higher than normal levels of unemployment could contribute to losses on these loans. · Commercial real estate loans – Repayment is dependent on income being generated in amounts sufficient to cover operating expenses and debt service. These loans also involve greater risk because they are generally not fully amortizing over the loan period, but rather have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or timely sell the underlying property. · Commercial loans – Repayment is generally dependent upon the successful operation of the borrower’s business. In addition, the collateral securing the loans may depreciate over time, be difficult to appraise, be illiquid, or fluctuate in value based on the success of the business. · Multifamily and farmland loans – Decreased real estate values and higher than normal levels of unemployment could contribute to losses on these loans. Loans are considered past due if the required principal and interest payments have not been received within 30 days of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Generally, a loan is placed on non-accrual status when it is over 90 days past due and there is reasonable doubt that all principal will be collected. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. 15 Table of Contents The following tables present an age analysis of past due loans, by loan type, as of June 30, 2023 and December 31, 2022: June 30, 2023 (Dollars in thousands) Loans 30-89 Days Past Due Loans 90 or More Days Past Due Total Past Due Loans Total Current Loans Total Loans Accruing Loans 90 or More Days Past Due Real estate loans: Construction and land development $ 88 - 88 114,127 114,215 - Single-family residential 1,351 426 1,777 329,347 331,124 - Single-family residential - Banco de la Gente non-traditional 630 117 747 18,160 18,907 - Commercial 485 - 485 427,599 428,084 - Multifamily and farmland - - - 67,727 67,727 - Total real estate loans 2,554 543 3,097 956,960 960,057 - Loans not secured by real estate: Commercial loans 95 - 95 75,355 75,450 - Farm loans - - - 428 428 - Consumer loans 59 2 61 7,036 7,097 - All other loans - - - 14,692 14,692 - Total loans $ 2,708 545 3,253 1,054,471 1,057,724 - December 31, 2022 (Dollars in thousands) Loans 30-89 Days Past Due Loans 90 or More Days Past Due Total Past Due Loans Total Current Loans Total Loans Accruing Loans 90 or More Days Past Due Real estate loans: Construction and land development $ 363 - 363 114,083 114,446 - Single-family residential 4,318 256 4,574 317,688 322,262 - Single-family residential - Banco de la Gente non-traditional 2,977 264 3,241 16,778 20,019 - Commercial 306 - 306 406,444 406,750 - Multifamily and farmland - - - 65,562 65,562 - Total real estate loans 7,964 520 8,484 920,555 929,039 - Loans not secured by real estate: Commercial loans 3 - 3 81,304 81,307 - Farm loans - - - 938 938 - Consumer loans 71 - 71 6,763 6,834 - All other loans - - - 14,490 14,490 - Total loans $ 8,038 520 8,558 1,024,050 1,032,608 - 16 Table of Contents The following table presents non-accrual loans as of June 30, 2023 and December 31, 2022: CECL Methodology Incurred Loss Methodology June 30, 2023 December 31, 2022 Nonaccrual Loans Nonaccrual Loans Total Total With No With Nonaccrual Nonaccrual (Dollars in thousands) Allowance Allowance Loans Loans Real estate loans: Construction and land development $ 49 - 49 53 Single-family residential 1,952 - 1,952 1,914 Single-family residential - Banco de la Gente non-traditional 1,419 - 1,419 1,532 Commercial - - - 129 Multifamily and farmland 83 - 83 91 Total real estate loans 3,503 - 3,503 3,719 Loans not secured by real estate: Commercial loans 54 - 54 - Consumer loans 4 - 4 9 Total $ 3,561 - 3,561 3,728 Interest income is not recognized on non-accrual loans. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Bank modifies loans by providing principal forgiveness on certain loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, the Bank may modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. The following table shows the amortized cost basis at June 30, 2023 of the loans to borrowers experiencing financial difficulty that were modified during the six months ended June 30, 2023, disaggregated by loan class and type of concession granted. There were no loans to borrowers experiencing financial difficulty that were modified during the three months ended June 30, 2023 (Dollars in thousands) Term Extension Amortized Cost Basis at June 30, 2023 % of Loan Class Loan class: Single-family residential 157 0.05 % Commercial real estate 680 0.16 % Total $ 837 17 Table of Contents The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty. Term Extension Loan Class Financial Effect Single-family residential Forbearance agreement on matured home equity line of credit (HELOC) that was modified to 180 month term. Commercial real estate Extended existing amortization from 148 months to 173 months to keep existing payment the same with the current market rate. Upon the Bank’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 allowance for credit losses is adjusted by the same amount. No loans modified in the six months ended June 30, 2023 that were made to borrowers experiencing financial difficulty had been written off at June 30, 2023. The Bank closely monitors the performance of those loans that are modified because borrowers are experiencing financial difficulty so as to understand the effectiveness of its modification efforts. The following table shows the performance of loans that have been modified in the six months ended June 30, 2023. (Dollars in thousands) Payment Status (Amortized Cost Basis) Current 30 - 89 Days Past Due 90 + Days Past Due Loan type: Single-family residential 157 - - Commercial real estate 680 - - Total $ 837 - - The following table presents impaired loans as of and for the year ended December 31, 2022: December 31, 2022 (Dollars in thousands) Unpaid Contractual Principal Balance Recorded Investment With No Allowance Recorded Investment With Allowance Recorded Investment in Impaired Loans Related Allowance Real estate loans: Construction and land development $ 110 - 110 110 2 Single-family residential 3,912 236 3,300 3,536 60 Single-family residential - Banco de la Gente non-traditional 10,441 - 9,748 9,748 611 Commercial 1,785 421 1,346 1,767 9 Multifamily and farmland 104 - 91 91 - Total impaired real estate loans 16,352 657 14,595 15,252 682 Loans not secured by real estate: Commercial loans 116 - 116 116 1 Consumer loans 11 - 9 9 - Total impaired loans $ 16,479 657 14,720 15,377 683 18 Table of Contents The following table presents the average impaired loan balance and the interest income recognized by loan class for the three and six months ended June 30, 2022 and the twelve months ended December 31, 2022. (Dollars in thousands) Three months ended Six months ended Twelve months ended June 30, 2022 June 30, 2022 December 31, 2022 Average Balance Interest Income Recognized Average Balance Interest Income Recognized Average Balance Interest Income Recognized Real estate loans: Construction and land development $ 65 1 91 1 75 8 Single-family residential 1,231 51 6,100 57 5,194 194 Single-family residential - Banco de la Gente stated income 13,273 135 10,835 160 8,757 552 Commercial 1,984 26 2,682 29 1,916 93 Multifamily and farmland 100 1 113 1 96 5 Total impaired real estate loans 16,653 214 19,821 248 16,038 852 Loans not secured by real estate: Commercial loans 151 2 315 5 137 8 Consumer loans 16 1 15 - 15 2 Total impaired loans $ 16,820 217 20,151 253 16,190 862 Impaired loans collectively evaluated for impairment totaled $ 5.3 million $ 4.9 million at June 30, 2022 and December 31, 2022, respectively and are included in the tables above. Allowance on impaired loans collectively evaluated for impairment totaled $ 47,000 and $ 44,000 at June 30, 2022 and December 31, 2022, respectively. The following tables present changes in the allowance for credit losses for the three and six months ended June 30, 2023 and 2022. The June 30, 2023 table reflects the CECL methodology and the June 30, 2022 table reflects the Incurred Loss methodology. Paycheck Protection Program (“PPP”) loans are excluded from the allowance for credit losses because PPP loans are guaranteed by the Small Business Administration (“SBA”). No loans were individually evaluated as of June 30, 2023. (Dollars in thousands) Real Estate Loans Construction and Land Development Single-Family Residential Single-Family Residential - Banco de la Gente non-traditional Commercial Multifamily and Farmland Commercial Farm Consumer and All Other Unallocated Total Three months ended June 30, 2023 Allowance for credit losses: Beginning balance $ 5,253 3,077 181 2,244 298 348 1 290 - 11,692 Charge-offs - - - - - ( 35 ) - ( 142 ) - ( 177 ) Recoveries - 111 - 1 - 23 - 23 - 158 Provision (recovery) for unfunded commitments 163 21 - - - - - - - 184 Provision (recovery) for loan losses ( 22 ) ( 2 ) 2 120 ( 10 ) 31 1 71 - 191 Ending balance $ 5,394 3,207 183 2,365 288 367 2 242 - 12,048 Six months ended June 30, 2023 Allowance for credit losses: Beginning balance $ 1,415 2,322 763 3,207 164 657 - 214 1,752 10,494 Adjustment for CECL implementation 3,781 715 ( 576 ) ( 986 ) 115 ( 295 ) 2 54 ( 1,752 ) 1,058 Charge-offs - - - - - ( 35 ) - ( 308 ) - ( 343 ) Recoveries - 123 - 3 - 32 - 82 - 240 Provision (recovery) for unfunded commitments ( 30 ) 13 - - - - 1 ( 2 ) - ( 18 ) Provision (recovery) for loan losses 228 34 ( 4 ) 141 9 8 ( 1 ) 202 - 617 Ending balance $ 5,394 3,207 183 2,365 288 367 2 242 - 12,048 Allowance for credit loss-loans $ 3,228 3,119 183 2,365 288 367 1 238 - 9,789 Allowance for credit losses loan commitments 2,166 88 - - - - 1 4 - 2,259 Total allowance for credit losses $ 5,394 3 ,207 183 2,365 288 367 2 242 - 12,048 19 Table of Contents (Dollars in thousands) Real Estate Loans Construction and Land Development Single-Family Residential Single-Family Residential - Banco de la Gente Non-traditional Commercial Multifamily and Farmland Commercial Farm Consumer and All Other Unallocated Total Six months ended June 30, 2022: Allowance for loan losses: Beginning balance $ 1,193 2,013 864 2,234 150 711 - 110 2,080 9,355 Charge-offs - ( 31 ) - - - ( 7 ) - ( 246 ) - ( 284 ) Recoveries - 127 - 4 - 55 - 51 - 237 Provision 79 62 ( 51 ) 918 7 ( 126 ) - 301 ( 709 ) 481 Ending balance $ 1,272 2,171 813 3,156 157 633 - 216 1,371 9,789 Three months ended June 30, 2022: Allowance for loan losses: Beginning balance $ 1,163 2,095 841 3,011 147 646 - 128 1,395 9,426 Charge-offs - - - - - ( 3 ) - ( 121 ) - ( 124 ) Recoveries - 10 - 2 - 36 - 29 - 77 Provision 109 66 ( 28 ) 143 10 ( 46 ) - 180 ( 24 ) 410 Ending balance $ 1,272 2,171 813 3,156 157 633 - 216 1,371 9,789 Allowance for loan losses at June 30, 2022: Ending balance: individually evaluated for impairment $ - 37 640 6 - - - - - 683 Ending balance: collectively evaluated for impairment 1,272 2,134 173 3,150 157 633 - 216 1,371 9,106 Ending balance $ 1,272 2,171 813 3,156 157 633 - 216 1,371 9,789 Loans at June 30, 2022: Ending balance $ 103,241 292,685 21,378 386,368 62,687 70,691 1,006 21,417 - 959,473 Ending balance: individually evaluated for impairment $ - 845 9,214 1,413 - - - - - 11,472 Ending balance: collectively evaluated for impairment $ 103,241 291,840 12,164 384,955 62,687 70,691 1,006 21,417 - 948,001 The Bank utilizes several credit quality indicators to manage credit risk in an ongoing manner. The Bank uses an internal risk grade system that categorizes loans into pass, watch or substandard categories. The Bank uses the following credit quality indicators: · Pass – Includes loans ranging from excellent quality with a minimal amount of credit risk to loans with higher risk and servicing needs but still are considered to be acceptable. The higher risk loans in this category are not problem credits presently, but may be in the future if the borrower is unable to change its present course. · Watch – These loans are currently performing satisfactorily, but there has been some recent past due history on repayment and there are potential weaknesses that may, if not corrected, weaken the asset or inadequately protect the Bank’s position at some future date. · Substandard – A Substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged (if there is any). There is a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. 20 Table of Contents The following table presents by credit quality indicator, loan class and year of origination, the amortized cost of the Bank’s loans as of June 30, 2023. Term Loans by Origination Year Revolving Loans (dollars in thousands) Revolving Converted to Total 2023 2022 2021 2020 2019 Prior Loans Term Loans Loans June 30, 2023 Real Estate Loans Construction and land development Pass $ 13,426 66,208 18,146 7,142 2,068 4,750 2,334 - 114,074 Watch - - - - - 42 - - 42 Substandard - - - - - 99 - - 99 Total Construction and land development $ 13,426 66,208 18,146 7,142 2,068 4,891 2,334 - 114,215 Single family Pass $ 20,280 70,055 46,318 25,809 13,811 52,627 98,548 - 327,448 Watch - - - - 91 37 8 - - 469 Substandard - - - - - 2,763 444 - 3,207 Total single family $ 20,280 70,055 46,318 25,809 13,902 55,768 98,992 - 331,124 Single family-Banco de la Gente non-traditional Pass $ - - - - - 16,515 - - 16,515 Watch - - - - - 430 - - 430 Substandard - - - - - 1,962 - - 1,962 Total Banco de la Gente non-traditional $ - - - - - 18,907 - - 18,907 Commercial Pass $ 26,532 110,957 78,023 71,100 31,987 104,313 1,039 - 423,951 Watch - - - 119 - 3,599 - - 3,718 Substandard - - - 415 - - - - 415 Total commercial $ 26,532 110,957 78,023 71,634 31,987 107,912 1,039 - 428,084 Multifamily and farmland Pass $ 7,103 16,861 22,227 6,515 3,279 10,933 610 - 67,528 Watch - - - - - 116 - - 116 Substandard - - - - - 83 - - 83 Total multifamily and farmland $ 7,103 16,861 22,227 6,515 3,279 11,132 610 - 67,727 Total real estate loans $ 67,341 264,081 164,714 111,100 51,236 198,610 102,975 - 960,057 Loans not secured by real estate Commercial Pass $ 5,347 17,046 4,841 4,332 3,010 13,290 27,307 - 75,173 Watch - - - - 105 117 1 - 223 Substandard - - - - - - 54 - 54 Total Commercial $ 5,347 17,046 4,841 4,332 3,115 13,407 27,362 - 75,450 Farm Pass $ 49 49 98 - 17 59 156 - 428 Watch - - - - - - - - - Substandard - - - - - - - - - Total farm $ 49 49 98 - 17 59 156 - 428 Consumer Pass $ 1,611 1,773 626 304 96 95 2,582 - 7,087 Watch - - - - - - - - - Substandard - - 3 2 - 1 4 - 10 Total consumer $ 1,611 1,773 629 306 96 96 2,586 - 7,097 All other Pass $ - 5,890 522 442 770 4,251 2,676 - 14,551 Watch - - - - - 76 65 - 141 Substandard - - - - - - - - - Total all other $ - 5,890 522 442 770 4,327 2,741 - 14,692 Total loans not secured by real estate $ 7,007 24,758 6,090 5,080 3,998 17,889 32,845 - 97,667 Total loans $ 74,348 288,839 170,804 116,180 55,234 216,499 135,820 - 1,057,724 Current period gross charge-offs $ - 34 67 3 - 239 - - 343 21 Table of Contents The following table presents the credit risk profile of each loan type based on credit quality indicators as of December 31, 2022: December 31, 2022 (Dollars in thousands) Real Estate Loans Construction and Land Development Single-Family Residential Single-Family Residential - Banco de la Gente non-traditional Commercial Multifamily and Farmland Commercial Farm Consumer All Other Total Pass $ 114,282 317,850 16,410 402,236 65,348 80,596 938 6,818 14,345 1,018,823 Watch 54 922 1,136 3,963 123 711 - 1 145 7,055 Substandard 110 3,490 2,473 551 91 - - 15 - 6,730 Total $ 114,446 322,262 20,019 406,750 65,562 81,307 938 6,834 14,490 1,032,608 (4) Net Earnings Per Share Net earnings per share is based on the weighted average number of shares outstanding during the period while the effects of potential shares outstanding during the period are included in diluted earnings per share. The average market price during the applicable period is used to compute equivalent shares. The reconciliation of the amounts used in the computation of both “basic earnings per share” and “diluted earnings per share” for the three and six months ended June 30, 2023 and 2022 is as follows: For the three months ended June 30, 2023 Net Earnings (Dollars in thousands) Weighted Average Number of Shares Per Share Amount Basic earnings per share $ 4,808 5,451,521 $ 0.88 Effect of dilutive securities: Restricted stock units - unvested 20,636 Shares held in deferred comp plan by deferred compensation trust 161,749 Diluted earnings per share $ 4,808 5,633,906 $ 0.85 For the six months ended June 30, 2023 Net Earnings (Dollars in thousands) Weighted Average Number of Shares Per Share Amount Basic earnings per share $ 7,980 5,463,495 $ 1.46 Effect of dilutive securities: Restricted stock units - unvested 18,812 Shares held in deferred comp plan by deferred compensation trust 167,073 Diluted earnings per share $ 7,980 5,649,380 $ 1.41 22 Table of Contents For the three months ended June 30, 2022 Net Earnings (Dollars in thousands) Weighted Average Number of Shares Per Share Amount Basic earnings per share $ 3,217 5,481,899 $ 0.59 Effect of dilutive securities: Restricted stock units - unvested 14,879 Shares held in deferred comp plan by deferred compensation trust 164,934 Diluted earnings per share $ 3,217 5,661,712 $ 0.57 For the six months ended June 30, 2022 Net Earnings (Dollars in thousands) Weighted Average Number of Shares Per Share Amount Basic earnings per share $ 6,669 5,489,461 $ 1.21 Effect of dilutive securities: Restricted stock units - unvested 14,024 Shares held in deferred comp plan by deferred compensation trust 164,089 Diluted earnings per share $ 6,669 5,667,574 $ 1.18 (5) Fair Value The Company is required to disclose fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the estimation of the fair value of the Company’s financial instruments are detailed below. Where quoted prices are not available, fair values are based on estimates using discounted cash flows and other valuation techniques. The use of discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following disclosures should not be considered a surrogate of the liquidation value of the Company, but rather a good faith estimate of the increase or decrease in the value of financial instruments held by the Company since purchase, origination, or issuance. The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: · Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets. · Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. · Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques. Cash and Cash Equivalents For cash, due from banks and interest-bearing deposits, the carrying amount is a reasonable estimate of fair value. Cash and cash equivalents are reported in the Level 1 fair value category. Investment Securities Available for Sale Fair values of investment securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges when available. If quoted prices are not available, fair value is determined using matrix pricing, which is a mathematical technique used widely 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. Fair values for investment securities with quoted market prices are reported in the Level 1 fair value category. Fair value measurements obtained from independent pricing services are reported in the Level 2 fair value category. All other fair value measurements are reported in the Level 3 fair value category. 23 Table of Contents Other Investments For other investments, the carrying value is a reasonable estimate of fair value. Other investments are reported in the Level 3 fair value category. Mortgage Loans Held for Sale Mortgage loans held for sale are carried at lower of aggregate cost or market value. The cost of mortgage loans held for sale approximates the market value. Mortgage loans held for sale are reported in the Level 3 fair value category. Loans The fair value of loans, excluding previously presented individually evaluated loans measured at fair value on a non-recurring basis, is estimated using discounted cash flow analyses. The discount rates used to determine fair value use interest rate spreads that reflect factors such as liquidity, credit, and nonperformance risk of the loans. Loans are reported in the Level 3 fair value category, as the pricing of loans is more subjective than the pricing of other financial instruments. Mutual Funds For mutual funds held in the deferred compensation trust, the carrying value is a reasonable estimate of fair value. Mutual funds held in the deferred compensation trust are included in other assets on the balance sheet and reported in the Level 2 fair value category. Deposits The fair value of demand deposits, interest-bearing demand deposits and savings is the amount payable on demand at the reporting date. The fair value of certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. Deposits are reported in the Level 3 fair value category. Securities Sold Under Agreements to Repurchase For securities sold under agreements to repurchase, the carrying value is a reasonable estimate of fair value. Securities sold under agreements to repurchase are reported in the Level 2 fair value category. FHLB Borrowings The fair value of FHLB borrowings is estimated based upon discounted future cash flows using a discount rate comparable to the current market rate for such borrowings. FHLB borrowings are reported in the Level 3 fair value category. Junior Subordinated Debentures Because the Company’s junior subordinated debentures were issued at a floating rate, the carrying amount is a reasonable estimate of fair value. Junior subordinated debentures are reported in the Level 2 fair value category. Commitments to Extend Credit and Standby Letters of Credit Commitments to extend credit and standby letters of credit are generally short-term in duration and made at variable interest rates. Therefore, both the carrying value and estimated fair value associated with these instruments are immaterial. Limitations 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 market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on many judgments. 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 instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. 24 Table of Contents The tables below present all financial instruments measured at fair value on a recurring basis by level within the fair value hierarchy, as of June 30, 2023 and December 31, 2022. (Dollars in thousands) June 30, 2023 Fair Value Level 1 Valuation Level 2 Valuation Level 3 Valuation U.S. Treasuries $ 9,894 - 9,894 - U.S. Government sponsored enterprises 11,020 - 11,020 - Mortgage-backed securities 269,720 - 269,720 - State and political subdivisions 103,450 - 103,450 - Mutual funds held in deferred compensation trust 1,804 - 1,804 (Dollars in thousands) December 31, 2022 Fair Value Level 1 Valuation Level 2 Valuation Level 3 Valuation U.S. Treasuries $ 9,814 - 9,814 - U.S. Government sponsored enterprises 11,539 - 11,539 - Mortgage-backed securities 273,838 - 273,838 - State and political subdivisions 150,203 - 150,203 - Mutual funds held in deferred compensation trust 1,327 - 1,327 The fair value measurements for mortgage loans held for sale and individually evaluated loans on a non-recurring basis at June 30, 2023 and December 31, 2022 are presented below. The fair value measurement process uses certified appraisals and other market-based information; however, in many cases, it also requires significant input based on management’s knowledge of, and judgment about, current market conditions, specific issues relating to the collateral and other matters. As a result, all fair value measurements for impaired loans and other real estate are considered Level 3. (Dollars in thousands) Fair Value Measurements June 30, 2023 Level 1 Valuation Level 2 Valuation Level 3 Valuation Mortgage loans held for sale $ 1,560 - - 1,560 Individually evaluated loans - - - - (Dollars in thousands) Fair Value Measurements December 31, 2022 Level 1 Valuation Level 2 Valuation Level 3 Valuation Mortgage loans held for sale $ 211 - - 211 Impaired loans 14,694 - - 14,694 25 Table of Contents (Dollars in thousands) Fair Value June 30, 2023 Fair Value December 31, 2022 Valuation Technique Significant Unobservable Inputs General Range of Significant Unobservable Input Values Mortgage loans held for sale $ 1,560 211 Rate lock commitment N/A N/A Individually evaluated loans - 14,694 Appraised value and discounted cash flows Discounts to reflect current market conditions and ultimate collectability 0 - 25 % The carrying amount and estimated fair value of financial instruments at June 30, 2023 and December 31, 2022 are as follows: (Dollars in thousands) Fair Value Measurements at June 30, 2023 Carrying Amount Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 89,041 89,041 - - 89,041 Investment securities available for sale 394,084 - 394,084 - 394,084 Other investments 2,602 - - 2,602 2,602 Mortgage loans held for sale 1,560 - - 1,560 1,560 Loans, net 1,047,935 - - 1,030,032 1,030,032 Mutual funds held in deferred compensation trust 1,804 - 1,804 - 1,804 Liabilities: Deposits $ 1,369,524 - - 1,372,295 1,372,295 Securities sold under agreements to repurchase 93,172 - 93,172 - 93,172 Junior subordinated debentures 15,464 - 15,464 - 15,464 (Dollars in thousands) Fair Value Measurements at December 31, 2022 Carrying Amount Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 71,596 71,596 - - 71,596 Investment securities available for sale 445,394 - 445,394 - 445,394 Other investments 2,656 - - 2,656 2,656 Mortgage loans held for sale 211 - - 211 211 Loans, net 1,022,114 - - 998,587 998,587 Mutual funds held in deferred compensation trust 1,327 - 1,327 - 1,327 Liabilities: Deposits $ 1,435,215 - - 1,434,871 1,434,871 Securities sold under agreements to repurchase 47,688 - 47,688 - 47,688 Junior subordinated debentures 15,464 - 15,464 - 15,464 26 Table of Contents (6) Leases As of June 30, 2023, the Bank had operating right of use assets of $ 5.1 million and operating lease liabilities of $ 5.1 million. The Bank maintains operating leases on land and buildings for some of the Bank’s branch facilities and loan production offices. Most leases include one option to renew, with renewal terms extending up to 15 years. The exercise of renewal options is based on the judgment of management as to whether or not the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause a significant economic penalty to the Bank if the option is not exercised. Leases with a term of 12 months or less are not recorded on the balance sheet and instead are recognized in lease expense on a straight-line basis over the lease term. The following table presents lease cost and other lease information as of June 30, 2023 and 2022. (Dollars in thousands) June 30, 2023 June 30, 2022 Operating lease cost $ 396 $ 408 Other information: Cash paid for amounts included in the measurement of lease liabilities 382 670 Operating cash flows from operating leases - - Right-of-use assets obtained in exchange for new lease liabilities - operating leases 348 1,726 Weighted-average remaining lease term - operating leases 8.81 8.54 Weighted-average discount rate - operating leases 2.69 % 2.14 % The following table presents lease maturities as of June 30, 2023. (Dollars in thousands) Maturity Analysis of Operating Lease Liabilities: June 30, 2023 2023 $ 401 2024 807 2025 766 2026 650 2027 612 Thereafter 2,625 Total 5,861 Less: Imputed Interest ( 713 ) Operating Lease Liability $ 5,148 (7) Reportable Segments The Company has two reportable segments, as described below. Banking Operations – This segment reflects the consolidated Bank, excluding CBRES. The primary source of revenue for this segment is net interest income. CBRES – A Bank subsidiary that provides appraisal management services to community banks. The primary source of revenue for this segment is appraisal management fee income. 27 Table of Contents The following table presents financial information for the reportable segments. The information provided under the caption “Other” represents financial information for the Company, which is not considered to be a reportable segment, and is included to reconcile the results of the reportable segments to the Consolidated Financial Statements prepared in conformity with GAAP. (Dollars in thousands) Banking Operations CBRES Other Consolidated As of and for the three months ended June 30, 2023 Interest income $ 17,591 $ - $ 8 $ 17,599 Interest expense 3,569 - 259 3,828 Net interest income 14,022 - ( 251 ) 13,771 Provision for credit losses 375 - - 375 Noninterest income 3,813 - - 3,813 Appraisal management fee income - 2,590 - 2,590 Noninterest expense 11,038 360 172 11,570 Appraisal management fee expense - 2,049 - 2,049 Income tax expense (benefit) 1,418 42 ( 88 ) 1,372 Net income (loss) $ 5,004 $ 139 $ ( 335 ) $ 4,808 Total assets $ 1,606,211 $ 3,511 $ 1,852 $ 1,611,574 As of and for the three months ended June 30, 2022 Interest income $ 11,988 $ - $ 4 $ 11,992 Interest expense 541 - 103 644 Net interest income 11,447 - ( 99 ) 11,348 Provision for loan losses 410 - - 410 Noninterest income 3,882 7 - 3,889 Appraisal management fee income - 3,439 - 3,439 Noninterest expense 10,896 421 169 11,486 Appraisal management fee expense - 2,757 - 2,757 Income tax expense (benefit) 800 62 ( 56 ) 806 Net income (loss) $ 3,223 $ 206 $ ( 212 ) $ 3,217 Total assets $ 1,671,501 $ 3,298 $ 2,096 $ 1,676,895 As of and for the six months ended June 30, 2023 Interest income $ 34,384 $ - $ 16 $ 34,400 Interest expense 5,784 - 507 6,291 Net interest income 28,600 - ( 491 ) 28,109 Provision for credit losses 599 - - 599 Noninterest income 5,330 - - 5,330 Appraisal management fee income - 4,684 - 4,684 Noninterest expense 22,602 694 326 23,622 Appraisal management fee expense - 3,699 - 3,699 Income tax expense (benefit) 2,327 67 ( 171 ) 2,223 Net income (loss) $ 8,402 $ 224 $ ( 646 ) $ 7,980 Total assets $ 1,606,211 $ 3,511 $ 1,852 $ 1,611,574 As of and for the six months ended June 30, 2022 Interest income $ 23,315 $ - $ 6 $ 23,321 Interest expense 1,129 - 178 1,307 Net interest income 22,186 - ( 172 ) 22,014 Provision for loan losses 481 - - 481 Noninterest income 7,418 11 - 7,429 Appraisal management fee income - 6,945 - 6,945 Noninterest expense 20,912 821 322 22,055 Appraisal management fee expense - 5,529 - 5,529 Income tax expense (benefit) 1,618 140 ( 104 ) 1,654 Net income (loss) $ 6,593 $ 466 $ ( 390 ) $ 6,669 Total assets $ 1,671,501 $ 3,298 $ 2,096 $ 1,676,895 (8) Subsequent Events The Company has reviewed and evaluated subsequent events and transactions for material subsequent events through the date the financial statements are issued. Management has concluded that there were no material subsequent events. 28 Table of Contents