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8-K

Farmers National Banc Corp /Oh/ (FMNB)

8-K 2022-10-26 For: 2022-10-26
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2022

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio 001-35296 34-1371693
(State or other jurisdiction<br> <br>of incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)
20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406-0555
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(Address of principal executive offices) (Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol Name of each exchange<br> <br>on which registered
Common Stock, No Par Value FMNB The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On October 26, 2022, Farmers National Banc Corp. (the “Company”) announced earnings for the quarter ended September 30, 2022. A copy of the press release and certain financial information for this period is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit<br>Number Description
99.1 Press Release, dated October 26, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Farmers National Banc Corp.
By: /s/ Kevin J. Helmick
Kevin J. Helmick
President and Chief Executive Officer

Date: October 26, 2022

EX-99.1

Exhibit 99.1

October 26, 2022

Press Release

Source: Farmers National Banc Corp.
Kevin J. Helmick, President and CEO<br> <br>20 South<br>Broad Street, P.O. Box 555
Canfield, OH 44406<br> <br>330.533.3341
Email: exec@farmersbankgroup.com

FARMERS NATIONAL BANC CORP. ANNOUNCES

2022 THIRD QUARTER RESULTS

Earnings per diluted share of $0.46 ($0.48 excluding certain items,non-GAAP) for the third quarter of 2022
Loan growth of $27.3 million for the quarter excluding PPP loans, or 4.6% on an annualized basis
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159 consecutive quarters of profitability
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Efficiency ratio, (excluding certain items, non-GAAP), of 48.5% forthe third quarter of 2022
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Return on average assets, (excluding certain items, non-GAAP), was1.55% for the third quarter of 2022
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ROAE and ROATE, (excluding certain items, non-GAAP), 19.6% and 28.3%,respectively, for third quarter of 2022
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CANFIELD, Ohio (October 26, 2022) – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB) today announced third quarter net income of $15.4 million for the three months ended September 30, 2022. This compares to $16.0 million for the three months ended September 30, 2021. Diluted earnings per share were $0.46 for the third quarter of 2022 versus $0.56 for the third quarter of 2021. The third quarter of 2022 results included pretax items of $872,000 for merger related costs and combined net losses of $6,000 on the sale of securities and the sale of other assets. Excluding these items (non-GAAP), net income for the quarter ended September 30, 2022, would have been $16.2 million, or $0.48 per diluted share.

“We’re extremely pleased with another quarter of solid loan growth and continue to see good lending opportunities in the market”, said Kevin J. Helmick, President and CEO. “Our earnings were strong during a quarter in which we opened a new lab branch in Canton, Ohio to continue the expansion of our legendary customer service and digital offerings.”

On March 23, 2022, Farmers entered into an agreement and plan of merger (the “Merger Agreement”) with Emclaire Financial Corp. (NASDAQ: EMCF), a Pennsylvania corporation (“Emclaire”), and the parent company of The Farmers National Bank of Emlenton (“Emlenton”). On July 20, 2022, the transaction received the approval of Emclaire’s shareholders. The transaction is expected to be completed after the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement, including the receipt of all required regulatory approvals. Emclaire operates 19 branches in ten counties throughout western Pennsylvania. As of September 30, 2022, Emclaire had total assets of $1.0 billion, gross loans of $810.1 million, deposits of $926.7 million and equity of $71.0 million.

Balance Sheet

At September 30, 2022, total assets were $4.12 billion compared to $4.11 billion at June 30, 2022 and $4.14 billion at December 31, 2021. Gross loans (excluding loans held for sale and PPP loans) increased to $2.40 billion at September 30, 2022 compared to $2.37 billion at June 30, 2022. The growth of $27.3 million for the quarter was equal to growth of 4.6% on an annualized basis. The quarter again exhibited strength across multiple sectors of the loan portfolio with loan pipelines still showing solid volume. At September 30, 2022, the Company’s PPP loans had declined to a minimal $637,000 before deferred fees still to be forgiven, and $13,000 in net deferred fees associated with these loans yet to be recognized into income.

The Company’s available for sale securities decreased $66.5 million from $1.36 billion at June 30, 2022 to $1.30 billion at September 30, 2022. The continued increase in U.S. treasury rates during the third quarter of 2022 resulted in a gross unrealized loss of $290.1 million compared to $206.1 million at June 30, 2022 and a gross unrealized gain of $11.7 million at December 31, 2021. With continued loan growth and the acquisition of Emclaire, the Company plans on allowing the securities portfolio to shrink and provide liquidity. The volatility in the bond market is expected to continue in 2022, which may result in increased volatility in the fair value of the Company’s available for sale securities.

The Company’s deposits declined from $3.63 billion at June 30, 2022 to $3.57 billion at September 30, 2022. Deposit balances at December 31, 2021 were $3.55 billion. Competition for deposits increased during the back half of the third quarter of 2022 as interest rates continued to increase. The Company expects competition for deposits to remain elevated which will increase funding costs moving forward.

Total stockholders’ equity decreased to $265.6 million at September 30, 2022 from $321.4 million at June 30, 2022 and $472.4 million at December 31, 2021. The decrease in stockholders’ equity has primarily been due to the decline in accumulated other comprehensive income associated with the rapid increase in U.S. treasury rates in 2022 which has had a negative effect on the value of the Company’s available for sale securities, and in turn, the dollar amount that flows through accumulated other comprehensive income. The Company’s tangible book value per share (non-GAAP) was $4.79 at September 30, 2022 compared to $6.46 at June 30, 2022, and $10.91 at December 31, 2021.

Credit Quality

Non-performing loans (NPLs) have continued to decline and the NPL to loans ratio was 0.54% at September 30, 2022 compared to 0.69% at December 31, 2021. Non-performing assets to assets has also declined from 0.39% at December 31, 2021 to 0.32% at September 30, 2022. In addition, early stage delinquencies, defined as 30-89 days delinquent, were $6.7 million, or 0.28% of total loans, at September 30, 2022 compared to $8.9 million, or 0.38% of total loans at December 31, 2021.

During the third quarter of 2022, the Company had a provision for credit losses and unfunded commitments of $448,000 compared to a credit for credit losses of $948,000 in the third quarter of 2021. Growth in loans was the primary reason for the increase in the provision expense. The Company experienced net charge-offs of $605,000 during the third quarter of 2022 compared to $286,000 in the third quarter of 2021. Net charge-offs as a percentage of average net loans was 10 basis point for the quarter ended September 30, 2022, compared to 6 basis points for the third quarter of 2021. The allowance for credit losses to total loans declined to 1.14% at September 30, 2022, compared to 1.26% at December 31, 2021, respectively. The low level of charge-off activity over the last several years continues to result in less allowance for credit losses being required.

Net Interest Income

Net interest income increased to $31.8 million for the quarter ended September 30, 2022 from $26.5 million for the quarter ended September 30, 2021. The increase was due to the acquisition of Cortland Bancorp (“Cortland”) offset by a reduction in PPP interest and fees. During the third quarter of 2021, the Company recognized $1.4 million in interest and fees associated with PPP loans compared to $62,000 in the third quarter of 2022. The net interest margin was 3.21% for the third quarter of 2022 compared to 3.25% for the second quarter of 2022 and 3.49% for the third quarter of 2021. The decline in net interest margin in the third quarter of 2022 compared to the third quarter of 2021 was driven by the lower PPP income in 2022 compared to 2021 and a greater percentage of earning assets invested in securities rather than loans. Excluding the impact of acquisition marks and related accretion and PPP interest and fees, the net interest margin (non-GAAP) for the third quarter of 2022 was 3.18% compared to 3.16% for the second quarter of 2022 and 3.37% for the third quarter of 2021.

Noninterest Income

Noninterest income decreased $188,000, to $8.8 million for the third quarter of 2022 compared to the third quarter of 2021. Service charges on deposit accounts increased $305,000 to $1.2 million in the third quarter of 2022 compared to $924,000 for the third quarter of 2021. The increase was primarily due to the acquisition of Cortland and growth. Insurance commissions increased to $1.1 million in the third quarter of 2022 compared to $799,000 in the third quarter of 2021. This business line continues to exhibit good growth. Net gains on the sale of loans decreased to $326,000 in the third quarter of 2022 compared to $1.5 million in the third quarter of 2021. This drop was caused by lower mortgage production compared to the prior year, compressed margins and a lower saleable mix due to the dramatic increase in interest rates in 2022.

Security losses for the third quarter of 2022 totaled $17,000 compared to security gains of $459,000 for the same period in 2021. Debit card and EFT fees increased to $1.5 million in the third quarter of 2022 compared to $1.2 million in the third quarter of 2021. This increase was due to the Cortland acquisition and increased volumes. Other noninterest income increased to $1.1 million in the third quarter of 2022 compared to $461,000 in the third quarter of 2021. This increase was due to the acquisition of Cortland and increased income related to investments in SBIC and SBA funds.

Noninterest Expense

Total noninterest expense increased to $21.4 million for the quarter ended September 30, 2022 compared to $17.1 million for the third quarter of 2021. The year-over-year increase was primarily due to the acquisition of Cortland, continued higher healthcare benefit costs and more merger related costs in the third quarter of 2022 compared to the third quarter of 2021.

About Farmers National Banc Corp.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $4.1 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 46 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver County in Pennsylvania, and Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets. Total wealth management assets under care at September 30, 2022 are $2.9 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

Non-GAAP Disclosure

This press release includes disclosures of Farmers’ tangible common equity ratio, return on average tangible assets, return on average tangible equity, net income excluding costs related to acquisition activities and certain items, return on average assets excluding merger costs and certain items, return on average equity excluding merger costs and certain items, net interest margin excluding acquisition marks and related accretion and PPP interest and fees, efficiency ratio less one-time expenses, and allowance for credit losses to gross loans, excluding PPP loans and acquired loans, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers’ marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures to their GAAP equivalents are included in the tables following Consolidated Financial Highlights below.

Cautionary Statements Regarding Forward-Looking Statements

We make statements in this news release and our related investor conference call, and we may from time to time make other statements, that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers’ financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in certain forward-looking statements include impacts from the length and extent of the economic impacts of the COVID-19 pandemic; significant changes in near-term local, regional, and U.S. economic conditions resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, and possibility of a recession; Farmers’ failure to integrate Emclaire and Emlenton with Farmers in accordance with expectations; deviations from performance expectations related to Emclaire and Emlenton; and the other factors contained in Farmers’ Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on Farmers’ website (www.farmersbankgroup.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Farmers does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Farmers National Banc Corp. and Subsidiaries

Consolidated Financial Highlights

(Amounts in thousands, except per share results) Unaudited

Consolidated Statements of Income

For the Three Months Ended For the Nine Months Ended
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30, Percent
2022 2022 2022 2021 2021 2022 2021 Change
Total interest income $ 36,410 $ 34,286 $ 33,279 $ 31,685 $ 28,375 $ 103,975 $ 84,774 22.6 %
Total interest expense 4,629 2,575 2,037 1,986 1,841 9,241 6,483 42.5 %
Net interest income 31,781 31,711 31,242 29,699 26,534 94,734 78,291 21.0 %
Provision (credit) for credit losses 448 616 (358 ) 5,366 (948 ) 706 (473 ) -249.3 %
Noninterest income 8,827 9,477 17,698 9,538 9,015 36,002 28,655 25.6 %
Acquisition related costs 872 674 1,940 6,521 472 3,486 588 492.9 %
Other expense 20,527 20,787 28,516 21,140 16,656 69,830 50,927 37.1 %
Income before income taxes 18,761 19,111 18,842 6,210 19,369 56,714 55,904 1.4 %
Income taxes 3,315 3,160 2,998 508 3,358 9,473 9,762 -3.0 %
Net income $ 15,446 $ 15,951 $ 15,844 $ 5,702 $ 16,011 $ 47,241 $ 46,142 2.4 %
Average diluted shares outstanding 33,932 33,923 33,937 32,074 28,361 33,925 28,339
Basic earnings per share 0.46 0.47 0.47 0.18 0.57 1.40 1.63
Diluted earnings per share 0.46 0.47 0.47 0.18 0.56 1.39 1.63
Cash dividends per share 0.16 0.16 0.16 0.14 0.11 0.48 0.33
Performance Ratios
Net Interest Margin (Annualized) 3.21 % 3.25 % 3.27 % 3.33 % 3.49 % 3.24 % 3.49 %
Efficiency Ratio (Tax equivalent basis) 50.55 % 49.95 % 61.36 % 63.61 % 46.04 % 54.00 % 46.49 %
Return on Average Assets (Annualized) 1.48 % 1.54 % 1.52 % 0.58 % 1.92 % 1.51 % 1.90 %
Return on Average Equity (Annualized) 18.71 % 17.97 % 13.89 % 5.24 % 16.93 % 16.55 % 17.05 %
Dividends to Net Income 35.06 % 33.95 % 34.18 % 82.99 % 19.41 % 34.39 % 20.20 %
Other Performance Ratios (Non-GAAP)
Return on Average Tangible Assets 1.52 % 1.57 % 1.55 % 0.60 % 1.97 % 1.55 % 1.92 %
Return on Average Tangible Equity 27.06 % 25.23 % 17.92 % 6.57 % 19.63 % 22.62 % 19.64 %

Consolidated Statements of Financial Condition

Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
2022 2022 2022 2021 2021
Assets
Cash and cash equivalents $ 79,981 $ 65,458 $ 137,627 $ 112,790 $ 79,808
Securities available for sale 1,295,133 1,361,682 1,463,626 1,427,677 1,183,361
Other investments 34,399 34,451 34,019 30,459 19,041
Loans held for sale 2,142 2,714 1,904 4,545 2,628
Loans 2,399,981 2,374,485 2,304,971 2,331,082 1,894,216
Less allowance for credit losses 27,282 27,454 27,015 29,386 23,136
Net Loans 2,372,699 2,347,031 2,277,956 2,301,696 1,871,080
Other assets 335,668 303,028 290,723 265,582 161,129
Total Assets $ 4,120,022 $ 4,114,364 $ 4,205,855 $ 4,142,749 $ 3,317,047
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing $ 934,638 $ 983,713 $ 963,143 $ 916,237 $ 675,938
Interest-bearing 2,632,513 2,641,825 2,730,668 2,630,998 2,190,475
Total deposits 3,567,151 3,625,538 3,693,811 3,547,235 2,866,413
Other interest-bearing liabilities 243,098 137,985 87,872 87,758 49,649
Other liabilities 44,154 29,392 30,286 35,324 23,461
Total liabilities 3,854,403 3,792,915 3,811,969 3,670,317 2,939,523
Stockholders’ Equity 265,619 321,449 393,886 472,432 377,524
Total Liabilities and Stockholders’ Equity $ 4,120,022 $ 4,114,364 $ 4,205,855 $ 4,142,749 $ 3,317,047
Period-end shares outstanding 34,060 34,032 34,008 33,898 28,322
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Book value per share $ 7.80 $ 9.45 $ 11.58 $ 13.94 $ 13.33
Tangible book value per share (Non-GAAP)* 4.79 6.46 8.58 10.91 11.61
*  Tangible book value per share is calculated by dividing tangible<br>common equity by outstanding shares
Capital and Liquidity
Common Equity Tier 1 Capital Ratio (a) 13.46 % 13.30 % 13.31 % 13.16 % 14.58 %
Total Risk Based Capital Ratio (a) 17.57 % 17.46 % 17.59 % 17.60 % 16.25 %
Tier 1 Risk Based Capital Ratio (a) 14.08 % 13.92 % 13.95 % 13.82 % 15.18 %
Tier 1 Leverage Ratio (a) 9.67 % 9.56 % 9.56 % 10.12 % 10.17 %
Equity to Asset Ratio 6.45 % 7.81 % 9.37 % 11.40 % 11.38 %
Tangible Common Equity Ratio (b) 4.06 % 5.47 % 7.11 % 9.15 % 10.06 %
Net Loans to Assets 57.59 % 57.04 % 54.16 % 55.56 % 56.41 %
Loans to Deposits 67.28 % 65.49 % 62.40 % 65.72 % 66.08 %
Asset Quality
Non-performing loans $ 12,976 $ 14,107 $ 14,046 $ 16,195 $ 14,744
Non-performing assets 13,042 14,107 14,046 16,195 14,744
Loans 30 - 89 days delinquent 6,659 8,716 7,304 8,891 6,944
Charged-off loans 783 177 1,590 470 411
Recoveries 178 135 149 157 125
Net Charge-offs 605 42 1,441 313 286
Annualized Net Charge-offs to
Average Net Loans Outstanding 0.10 % 0.01 % 0.25 % 0.06 % 0.06 %
Allowance for Credit Losses to Total Loans 1.14 % 1.16 % 1.17 % 1.26 % 1.22 %
Non-performing Loans to Total Loans 0.54 % 0.59 % 0.61 % 0.69 % 0.78 %
Allowance to Non-performing Loans 210.25 % 194.61 % 192.33 % 181.45 % 156.92 %
Non-performing Assets to Total Assets 0.32 % 0.34 % 0.33 % 0.39 % 0.44 %
(a) September 30, 2022 ratio is estimated
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(b) This is a non-GAAP financial measure. A reconciliation to GAAP is shown<br>below
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For the Three Months Ended
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Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
End of Period Loan Balances 2022 2022 2022 2021 2021
Commercial real estate $ 1,028,484 $ 1,040,243 $ 1,000,972 $ 1,011,891 $ 690,407
Commercial 296,932 285,981 298,903 313,836 302,356
Residential real estate 474,014 464,489 455,501 453,635 376,901
HELOC 132,267 129,392 128,221 127,433 106,750
Consumer 222,706 218,219 192,586 189,522 189,497
Agricultural loans 239,081 230,477 224,845 232,365 226,896
Total, excluding net deferred loan costs $ 2,393,484 $ 2,368,801 $ 2,301,028 $ 2,328,682 $ 1,892,807
For the Three Months Ended For the Nine Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
Noninterest Income 2022 2022 2022 2021 2021 2022 2021
Service charges on deposit accounts $ 1,229 $ 1,139 $ 1,145 $ 1,138 $ 924 $ 3,513 $ 2,522
Bank owned life insurance income, including death benefits 406 405 409 414 340 1,220 924
Trust fees 2,370 2,376 2,519 2,509 2,335 7,265 6,930
Insurance agency commissions 1,136 1,086 1,047 706 799 3,269 2,750
Security gains (losses), including fair value changes for equity securities (17 ) (60 ) (11 ) 25 459 (88 ) 979
Retirement plan consulting fees 332 323 397 378 334 1,052 1,043
Investment commissions 424 557 694 611 638 1,675 1,665
Net gains on sale of loans 326 365 1,129 1,728 1,466 1,820 6,557
Other mortgage banking fee income (loss), net 94 39 60 2 32 193 (138 )
Debit card and EFT fees 1,463 1,528 1,416 1,424 1,227 4,407 3,720
Other noninterest income 1,064 1,719 8,893 603 461 11,676 1,703
Total Noninterest Income $ 8,827 $ 9,477 $ 17,698 $ 9,538 $ 9,015 $ 36,002 $ 28,655
For the Three Months Ended For the Nine Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
Noninterest Expense 2022 2022 2022 2021 2021 2022 2021
Salaries and employee benefits $ 10,724 $ 11,073 $ 11,831 $ 10,230 $ 9,321 $ 33,628 $ 29,163
Occupancy and equipment 3,028 2,918 2,680 2,422 1,899 8,626 6,065
FDIC insurance and state and local taxes 1,017 979 945 772 692 2,941 2,086
Professional fees 985 1,056 3,135 1,296 1,009 5,176 2,895
Merger related costs 872 674 1,940 6,521 472 3,486 588
Advertising 596 487 392 776 466 1,475 1,083
Intangible amortization 432 419 420 414 316 1,271 948
Core processing charges 738 1,123 745 880 860 2,606 2,318
Other noninterest expenses 3,007 2,732 8,368 4,350 2,093 14,107 6,369
Total Noninterest Expense $ 21,399 $ 21,461 $ 30,456 $ 27,661 $ 17,128 $ 73,316 $ 51,515

Average Balance Sheets and Related Yields and Rates

(Dollar Amounts in Thousands)

Three Months Ended Three Months Ended
September 30, 2022 September 30, 2021
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST (1) RATE (1) BALANCE INTEREST (1) RATE (1)
EARNING ASSETS
Loans (2) $ 2,386,184 $ 27,570 4.62 % $ 1,917,443 $ 22,665 4.73 %
Taxable securities 1,112,411 5,477 1.97 727,271 3,222 1.77
Tax-exempt securities (2) 473,677 3,814 3.22 360,371 3,065 3.40
Other investments 33,524 199 2.37 19,380 113 2.33
Federal funds sold and other 59,289 205 1.38 95,871 32 0.13
Total earning assets 4,065,085 37,265 3.67 3,120,336 29,097 3.73
Nonearning assets 99,770 184,372
Total assets $ 4,164,855 $ 3,304,708
INTEREST-BEARING LIABILITIES
Time deposits $ 338,794 $ 586 0.69 % $ 361,566 $ 692 0.77 %
Brokered time deposits 50,494 142 1.12 0 0 0.00
Savings deposits 832,828 165 0.08 525,560 152 0.12
Demand deposits - interest bearing 1,426,801 2,317 0.65 1,278,099 502 0.16
Short term borrowings 90,978 533 2.34 5,671 0 0.00
Long term borrowings 88,031 886 4.03 51,767 495 3.82
Total interest-bearing liabilities $ 2,827,926 4,629 0.65 $ 2,222,663 1,841 0.33
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand deposits - noninterest bearing 969,700 684,419
Other liabilities 36,929 22,418
Stockholders’ equity 330,300 375,208
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,164,855 $ 3,304,708
Net interest income and interest rate spread $ 32,636 3.02 % $ 27,256 3.40 %
Net interest margin 3.21 % 3.49 %
(1) Interest and yields are calculated on a tax-equivalent basis where<br>applicable.
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(2) For 2022, adjustments of $76 thousand and $779 thousand, respectively, were made to tax equate income<br>on tax exempt loans and tax exempt securities. For 2021, adjustments of $87 thousand and $635 thousand, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal<br>federal income tax rate of 21%, less disallowances.
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Nine Months Ended Nine Months Ended
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September 30, 2022 September 30, 2021
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST (1) RATE (1) BALANCE INTEREST (1) RATE (1)
EARNING ASSETS
Loans (2) $ 2,346,542 $ 79,008 4.49 % $ 1,994,687 $ 70,234 4.69 %
Taxable securities 1,074,020 15,287 1.90 524,774 7,452 1.89
Tax-exempt securities (2) 469,878 11,372 3.23 327,938 8,630 3.51
Other investments 32,901 545 2.21 20,372 355 2.32
Federal funds sold and other 82,031 348 0.57 204,037 161 0.11
Total earning assets 4,005,372 106,560 3.55 3,071,808 86,832 3.77
Nonearning assets 160,975 189,358
Total assets $ 4,166,347 $ 3,261,166
INTEREST-BEARING LIABILITIES
Time deposits $ 357,241 $ 1,782 0.67 % $ 393,704 $ 2,955 1.00 %
Brokered time deposits 37,400 206 0.73 15,692 75 0.64
Savings deposits 837,937 473 0.07 512,716 510 0.13
Demand deposits - interest bearing 1,422,583 3,644 0.34 1,200,584 1,861 0.21
Short term borrowings 45,568 631 1.85 3,155 7 0.30
Long term borrowings 87,915 2,505 3.80 68,306 1,075 2.10
Total interest-bearing liabilities $ 2,788,644 9,241 0.44 $ 2,194,157 6,483 0.39
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand deposits - noninterest bearing $ 966,173 $ 682,584
Other liabilities 30,904 22,026
Stockholders’ equity 380,626 362,399
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,166,347 $ 3,261,166
Net interest income and interest rate spread $ 97,319 3.11 % $ 80,349 3.38 %
Net interest margin 3.24 % 3.49 %
(1) Interest and yields are calculated on a tax-equivalent basis where<br>applicable.
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(2) For 2022, adjustments of $238 thousand and $2.3 million, respectively, were made to tax equate income<br>on tax exempt loans and tax exempt securities. For 2021, adjustments of $274 thousand and $1.8 million, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal<br>federal income tax rate of 21%, less disallowances.
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Reconciliation of Total Assets to Tangible Assets

For the Three Months Ended For the Nine Months Ended
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
2022 2022 2022 2021 2021 2022 2021
Total Assets $ 4,120,022 $ 4,114,364 $ 4,205,855 $ 4,142,749 $ 3,317,047 $ 4,120,022 $ 3,317,047
Less Goodwill and other intangibles 102,368 101,767 102,187 102,606 48,670 102,368 48,670
Tangible Assets $ 4,017,654 $ 4,012,597 $ 4,103,668 $ 4,040,143 $ 3,268,377 $ 4,017,654 $ 3,268,377
Average Assets 4,164,855 4,155,719 4,178,618 3,879,901 3,304,708 4,166,347 3,261,166
Less average Goodwill and other intangibles 101,981 102,042 102,462 84,580 48,879 102,160 49,192
Average Tangible Assets $ 4,062,874 $ 4,053,677 $ 4,076,156 $ 3,795,321 $ 3,255,829 $ 4,064,187 $ 3,211,974
Reconciliation of Common Stockholders’ Equity to Tangible CommonEquity ****
For the Three Months Ended For the Nine Months Ended
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
2022 2022 2022 2021 2021 2022 2021
Stockholders’ Equity $ 265,619 $ 321,449 $ 393,886 $ 472,432 $ 377,524 $ 265,619 $ 377,524
Less Goodwill and other intangibles 102,368 101,767 102,187 102,606 48,670 102,368 48,670
Tangible Common Equity $ 163,251 $ 219,682 $ 291,699 $ 369,826 $ 328,854 $ 163,251 $ 328,854
Average Stockholders’ Equity 330,300 354,981 456,206 431,709 375,208 380,626 362,399
Less average Goodwill and other intangibles 101,981 102,042 102,462 84,580 48,879 102,160 49,192
Average Tangible Common Equity $ 228,319 $ 252,939 $ 353,744 $ 347,129 $ 326,329 $ 278,466 $ 313,207
Reconciliation of Net Income, Less Merger and Certain Items ****
For the Three Months Ended For the Nine Months Ended
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
2022 2022 2022 2021 2021 2022 2021
Net income $ 15,446 $ 15,951 $ 15,844 $ 5,702 $ 16,011 $ 47,241 $ 46,142
Acquisition related costs - after tax 711 564 1,540 5,232 468 2,815 499
Acquisition related provision - after tax 0 0 0 3,846 0 0 0
Lawsuit settlement income - after tax 0 0 (6,616 ) 0 0 (6,616 ) 0
Lawsuit settlement contingent legal expense - after tax 0 0 1,639 0 0 1,639 0
Charitable donation - after tax 0 0 4,740 0 0 4,740 0
FHLB prepayment penalties - after tax 0 0 0 1,425 257 0 257
Net loss (gain) on asset/security sales - after tax 4 (25 ) 97 134 (362 ) 76 (732 )
Gain on sale of credit card portfolio - after tax 0 0 0 (189 ) 0 0 0
Net income - Adjusted $ 16,161 $ 16,490 $ 17,244 $ 16,150 $ 16,374 $ 49,895 $ 46,166
Diluted EPS excluding merger and one-time items $ 0.48 $ 0.49 $ 0.51 $ 0.50 $ 0.58 $ 1.47 $ 1.63
Return on Average Assets excluding merger and certain items (Annualized) 1.55 % 1.59 % 1.65 % 1.65 % 1.97 % 1.60 % 1.89 %
Return on Average Equity excluding merger and certain items (Annualized) 19.57 % 18.58 % 15.12 % 14.84 % 17.31 % 17.48 % 16.99 %
Return on Average Tangible Equity excluding acquisition costs and certain items<br>(Annualized) 28.31 % 26.08 % 19.50 % 18.46 % 19.91 % 23.89 % 19.65 %

Efficiency ratio excluding certain items

For the Three Months Ended For the Nine Months Ended
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
2022 2022 2022 2021 2021 2022 2021
Net interest income, after tax $ 32,636 $ 32,583 $ 32,100 $ 30,486 $ 27,256 $ 97,319 $ 80,349
Noninterest income 8,827 9,477 17,698 9,538 9,015 36,002 28,655
Legal settlement income 0 0 (8,375 ) 0 0 (8,375 ) 0
Net loss (gain) on asset/security sales 6 (32 ) 123 170 (458 ) 97 (927 )
Gain on sale of credit card portfolio 0 0 0 (239 ) 0 0 0
Net interest income and noninterest income adjusted 41,469 42,028 41,546 39,955 35,813 125,043 108,077
Noninterest expense less intangible amortization 20,967 21,042 30,036 27,247 16,813 72,045 50,570
Charitable donation 0 0 6,000 0 0 6,000 0
Contingent legal settlement expense 0 0 2,075 0 0 2,075 0
Acquisition related costs 872 674 1,940 6,521 472 3,486 588
FHLB prepayment penalties 0 0 0 1,804 325 0 325
Noninterest income adjusted 20,095 20,368 20,021 18,922 16,016 60,484 49,657
Efficiency ratio excluding one-time items 48.46 % 48.46 % 48.19 % 47.36 % 44.72 % 48.37 % 45.95 %
Net interest margin excluding acquisition marks and PPP interest and fees ****
For the Three Months Ended For the Nine Months Ended
Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
2022 2022 2022 2021 2021 2022 2021
Net interest income, taxable equivalent $ 32,636 $ 32,583 $ 32,100 $ 30,486 $ 27,256 $ 97,319 $ 80,349
Acquisition marks 246 381 957 496 (35 ) 1,584 436
PPP interest and fees 62 634 686 979 1,402 1,382 5,643
Adjusted and annualized net interest income 129,312 126,272 121,828 115,098 102,712 125,804 99,027
Average earning assets 4,065,085 4,015,385 3,931,506 3,631,320 3,120,336 4,005,372 3,261,166
Less PPP average balances 1,586 16,019 30,003 47,939 76,990 15,766 111,162
Adjusted average earning assets 4,063,499 3,999,366 3,901,503 3,583,381 3,043,346 3,989,606 3,150,004
Net interest margin excluding marks and PPP interest and fees 3.18 % 3.16 % 3.12 % 3.21 % 3.37 % 3.15 % 3.14 %