Skip to main content

8-K

Farmers National Banc Corp /Oh/ (FMNB)

8-K 2023-01-25 For: 2023-01-25
View Original
Added on April 11, 2026
View as plain text

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): January 25, 2023

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio 001-35296 34-1371693
(State or other jurisdiction<br>of incorporation) (Commission<br> <br>File Number) (IRS Employer<br>Identification No.)
20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406-0555
--- ---
(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)
--- ---
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol Name of each exchange on<br>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 January 25, 2023, Farmers National Banc Corp. (the “Company”) announced earnings for the quarter and year ended December 31, 2021. A copy of the press release and certain financial information for those periods 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 January 25, 2023
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: January 25, 2023

EX-99.1

Exhibit 99.1

January 25, 2023

Press Release

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

FARMERS NATIONAL BANC CORP. REPORTS

RESULTS FOR FOURTH QUARTER 2022

Earnings per diluted share of $0.39 ($0.42 excluding certain items,non-GAAP) for the fourth quarter of 2022
Loan growth of $5.2 million for the quarter, excluding PPP loans
--- ---
160 consecutive quarters of profitability
--- ---
Efficiency ratio, (excluding certain items, non-GAAP), of 51.1% forthe fourth quarter of 2022
--- ---
Return on average assets, (excluding certain items, non-GAAP), was1.36% for the fourth quarter of 2022
--- ---
ROAE and ROATE, (excluding certain items, non-GAAP), 21.3% and 34.6%,respectively, for fourth quarter of 2022
--- ---

CANFIELD, Ohio (January 25, 2023) – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB) reported today net income of $13.4 million for the three months ended December 31, 2022 compared to $5.7 million for the three months ended December 31, 2021. The Company reported diluted earnings per share of $0.39 for the fourth quarter of 2022 versus $0.18 for the same period in 2021. Results for the fourth quarter of 2022 included pretax items of $584,000 for merger related costs and combined net losses of $338,000 on the sale of securities and the sale of other assets. Excluding these items (non-GAAP), net income for the quarter ended December 31, 2022, would have been $14.1 million, or $0.42 per diluted share.

Net income for the twelve months ended December 31, 2022, totaled $60.6 million, or $1.79 per diluted share, compared to $51.8 million, or $1.77 per diluted share for the twelve months ended December 31, 2021. Results for the year ended December 31, 2022, included pre-tax items for acquisition costs of $4.1 million, security losses of $454,000, $8.4 million in other noninterest income for the proceeds of a legal settlement, a $6.0 million charitable contribution to the Farmers Charitable Foundation, $2.1 million in legal expenses associated with the legal settlement and gains of $19,000 on the sale of assets. Net income for the twelve months ended December 31, 2022, excluding these items (non-GAAP), was $64.0 million, or $1.89 per share.

Kevin J. Helmick, President and CEO, stated, “2022 was a strong year for Farmers as we produced record net income, which drove strong returns on assets, equity, and tangible equity. In addition, we successfully integrated the 2021 Cortland Bancorp acquisition, focused on completing the 2023 Emclaire Financial Corp. acquisition, and enhanced our leadership team and board. With the January 2023 completion of the Emclaire Financial Corp. acquisition, we have expanded our presence throughout Pennsylvania and significantly increased our scale with over $5.0 billion in bank assets and $3.0 billion in wealth assets. I believe Farmers is well positioned to navigate an increasingly difficult economic and interest rate environment as a result of our strong asset quality and capital levels, experienced leadership team, and dedication to provide our communities with exceptional financial products and services.”

On March 23, 2022, Farmers entered into an agreement and plan of merger (the “Merger Agreement”) with Emclaire Financial Corp. (formerly 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 and on December 2, 2022, the transaction received regulatory approval. The transaction closed on January 1, 2023. Emclaire operated 19 branches in ten counties throughout western Pennsylvania and as of December 31, 2022, had total assets of $1.02 billion, gross loans of $797.3 million and deposits of $874.6 million.

Balance Sheet

Total assets declined to $4.08 billion at December 31, 2022 compared to $4.12 billion at September 30, 2022. Gross loans (excluding loans held for sale and PPP loans) increased by $5.2 million to $2.40 billion at December 30, 2022 from the prior quarter.

Securities available for sale decreased $27.1 million to $1.27 billion at December 31, 2022 from $1.30 billion at September 30, 2022. The decrease was primarily driven by runoff and the sale of securities during the quarter offset by improvement in the gross unrealized loss. The gross unrealized loss at December 31, 2022 was $266.5 million compared to $290.1 million at September 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 2023, which may result in increased volatility in the fair value of the Company’s available for sale securities.

Total customer deposits (excluding brokered time deposits) declined to $3.42 billion at December 31, 2022 from $3.52 billion at September 30, 2022. Customer deposit balances at December 31, 2021 were $3.55 billion. Intense competition from both other banks and the treasury market itself drove the decline in deposits. In addition, it appears that some customers are utilizing deposit balances to counter the higher cost of living brought on by the inflationary environment in 2022. The Company expects competition for deposits to remain highly elevated for the foreseeable future which will continue to increase funding costs.

Total stockholders’ equity increased to $292.3 million at December 31, 2022 from $265.6 million at September 30, 2022 but has declined from $472.4 million at December 31, 2021. The decrease in stockholders’ equity since December 31, 2021 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 $5.60 at December 31, 2022 compared to $4.79 at September 30, 2022, and $10.91 at December 31, 2021.

Credit Quality

Non-performing loans (NPLs) were $14.8 million at December 31, 2022 compared to $16.2 million at December 31, 2021. The NPL to loans ratio was 0.62% at December 31, 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 0.36% at December 31, 2022. Early stage delinquencies, defined as 30-89 days delinquent, were $9.6 million, or 0.40% of total loans, at December 31, 2022 compared to $8.9 million, or 0.38% of total loans at December 31, 2021.

The Company recorded a provision for credit losses and unfunded commitments of $416,000 in the fourth quarter of 2022 compared to a provision for credit losses of $5.4 million in the fourth quarter of 2021. During the fourth quarter of 2021, the Company completed the acquisition of Cortland Bancorp and recorded a $4.9 million provision for credit losses related to the acquisition which accounts for the majority of the difference in provision costs between the 4^th^ quarter of 2022 and the 4^th^ quarter of 2021. The Company experienced net charge-offs of $570,000 during the fourth quarter of 2022 compared to $313,000 in the fourth quarter of 2021. Net charge-offs as a percentage of average net loans was 10 basis points for the quarter ended December 31, 2022, compared to 6 basis points for the fourth quarter of 2021. The allowance for credit losses to total loans declined to 1.12% at December 31, 2022, compared to 1.26% at December 31, 2021. 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

The net interest margin was 2.99% for the fourth quarter of 2022 compared to 3.21% for the third quarter of 2022 and 3.33% for the fourth quarter of 2021. The decline in net interest margin during the fourth quarter of 2022 compared to the prior quarter and the fourth quarter of 2021 was caused by a rapid increase in deposit rates due to intense competition for deposits, the continued Federal Reserve rate hiking cycle and runoff of deposit balances which are being replaced by much costlier wholesale funding. Loans continue to reprice higher but cannot keep up with the increase in funding costs. Excluding the impact of acquisition marks and related accretion and PPP interest and fees, the net interest margin (non-GAAP) for the fourth quarter of 2022 was 2.96% compared to 3.18% for the third quarter of 2022 and 3.21% for the fourth quarter of 2021. Net interest income decreased to $29.4 million for the fourth quarter of 2022 from $29.7 million for the quarter ended December 31, 2021. The decrease was due to net interest margin compression discussed above offset somewhat by larger average assets. In addition, during the fourth quarter of 2021, the Company recognized $979,000 in interest and fees associated with PPP loans compared to $10,000 in the fourth quarter of 2022.

Noninterest Income

Noninterest income decreased $1.3 million from the fourth quarter of 2021 to the fourth quarter of 2022. The primary reason for the decline was a drop of $1.5 million in the net gains on the sale of loans. This drop was caused by lower mortgage production compared to the prior year due to the dramatic increase in interest rates in 2022 and a lower saleable mix. Bank owned life insurance increased $176,000 in the fourth quarter of 2022 compared to the fourth quarter of 2021. This increase was primarily due to a death benefit of $184,000 received in the fourth quarter of 2022.    Insurance commissions increased to $1.1 million in the fourth quarter of 2022 compared to $706,000 in the fourth quarter of 2021. This business exhibited strong growth throughout 2022. Security losses for the fourth quarter of 2022 totaled $366,000 compared to security gains of $25,000 for the same period in 2021. The Company used the proceeds from the sales to pay down wholesale borrowings.

Noninterest Expense

Total noninterest expense decreased to $21.1 million in the fourth quarter of 2022 compared to $27.7 million for the fourth quarter of 2021. The year-over-year decrease was primarily due to the merger costs of $6.5 million incurred in the fourth quarter of 2021 compared to merger costs of $584,000 incurred in the fourth quarter of 2022. In addition, the Company incurred $1.8 million of expense in the fourth quarter of 2021 for prepayment penalties on FHLB advances. There were no prepayment penalties in the fourth quarter of 2022. Offsetting, these decreases were increases in salaries and employee benefits primarily related to increased healthcare costs, increased occupancy and equipment expense and increased FDIC insurance expense.

About FarmersNational 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 65 banking locations in Mahoning, Trumbull, Columbiana, Portage, Stark, Wayne, Medina, Geauga and Cuyahoga Counties in Ohio and Beaver, Butler, Allegheny, Jefferson, Clarion, Venango, Clearfield, Mercer, Elk and Crawford Counties 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 December 31, 2022 are $3.0 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 including those 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 Twelve Months Ended
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31, Percent
2022 2022 2022 2022 2021 2022 2021 Change
Total interest income $ 38,111 $ 36,410 $ 34,286 $ 33,279 $ 31,685 $ 142,086 $ 116,459 22.0 %
Total interest expense 8,679 4,629 2,575 2,037 1,986 17,920 8,469 111.6 %
Net interest income 29,432 31,781 31,711 31,242 29,699 124,166 107,990 15.0 %
Provision (credit) for credit losses 416 448 616 (358 ) 5,366 1,122 4,893 -77.1 %
Noninterest income 8,200 8,827 9,477 17,698 9,538 44,202 38,193 15.7 %
Acquisition related costs 584 872 674 1,940 6,521 4,070 7,109 -42.7 %
Other expense 20,511 20,527 20,787 28,516 21,140 90,341 72,067 25.4 %
Income before income taxes 16,121 18,761 19,111 18,842 6,210 72,835 62,114 17.3 %
Income taxes 2,765 3,315 3,160 2,998 508 12,238 10,270 19.2 %
Net income $ 13,356 $ 15,446 $ 15,951 $ 15,844 $ 5,702 $ 60,597 $ 51,844 16.9 %
Average diluted shares outstanding 33,962 33,932 33,923 33,937 32,074 33,929 29,280
Basic earnings per share 0.39 0.46 0.47 0.47 0.18 1.79 1.78
Diluted earnings per share 0.39 0.46 0.47 0.47 0.18 1.79 1.77
Cash dividends per share 0.17 0.16 0.16 0.16 0.14 0.65 0.47
Performance Ratios
Net Interest Margin (Annualized) 2.99 % 3.21 % 3.25 % 3.27 % 3.33 % 3.18 % 3.45 %
Efficiency Ratio (Tax equivalent basis) 52.59 % 50.55 % 49.95 % 61.36 % 63.61 % 53.68 % 51.13 %
Return on Average Assets (Annualized) 1.31 % 1.48 % 1.54 % 1.52 % 0.58 % 1.46 % 1.52 %
Return on Average Equity (Annualized) 20.16 % 18.71 % 17.97 % 13.89 % 5.24 % 17.24 % 13.64 %
Dividends to Net Income 43.10 % 35.06 % 33.95 % 34.18 % 82.99 % 36.31 % 27.11 %
Other Performance Ratios (Non-GAAP)
Return on Average Tangible Assets 1.32 % 1.52 % 1.57 % 1.55 % 0.60 % 1.50 % 1.55 %
Return on Average Tangible Equity 32.81 % 27.06 % 25.23 % 17.92 % 6.57 % 24.31 % 16.13 %

Consolidated Statements of Financial Condition

Dec. 31, Sept. 30, June 30, March 31, Dec. 31,
2022 2022 2022 2022 2021
Assets
Cash and cash equivalents $ 75,551 $ 79,981 $ 65,458 $ 137,627 $ 112,790
Securities available for sale 1,268,025 1,295,133 1,361,682 1,463,626 1,427,677
Other investments 33,444 34,399 34,451 34,019 30,459
Loans held for sale 858 2,142 2,714 1,904 4,545
Loans 2,404,750 2,399,981 2,374,485 2,304,971 2,331,082
Less allowance for credit losses 26,978 27,282 27,454 27,015 29,386
Net Loans 2,377,772 2,372,699 2,347,031 2,277,956 2,301,696
Other assets 326,550 335,668 303,028 290,723 265,582
Total Assets $ 4,082,200 $ 4,120,022 $ 4,114,364 $ 4,205,855 $ 4,142,749
Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing $ 896,957 $ 934,638 $ 983,713 $ 963,143 $ 916,237
Interest-bearing 2,526,760 2,590,054 2,586,829 2,690,668 2,630,998
Brokered time deposits 138,051 42,459 54,996 40,000 0
Total deposits 3,561,768 3,567,151 3,625,538 3,693,811 3,547,235
Other interest-bearing liabilities 183,211 243,098 137,985 87,872 87,758
Other liabilities 44,926 44,154 29,392 30,286 35,324
Total liabilities 3,789,905 3,854,403 3,792,915 3,811,969 3,670,317
Stockholders’ Equity 292,295 265,619 321,449 393,886 472,432
Total Liabilities and Stockholders’ Equity $ 4,082,200 $ 4,120,022 $ 4,114,364 $ 4,205,855 $ 4,142,749
Period-end shares outstanding 34,055 34,060 34,032 34,008 33,898
Book value per share $ 8.58 $ 7.80 $ 9.45 $ 11.58 $ 13.94
Tangible book value per share (Non-GAAP)* 5.60 4.79 6.46 8.58 10.91
* Tangible book value per share is calculated by dividing tangible common equity by outstanding<br>shares
--- ---
Capital and Liquidity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Common Equity Tier 1 Capital Ratio (a) 13.61 % 13.36 % 13.30 % 13.31 % 13.16 %
Total Risk Based Capital Ratio (a) 17.66 % 17.44 % 17.46 % 17.59 % 17.60 %
Tier 1 Risk Based Capital Ratio (a) 14.22 % 13.97 % 13.92 % 13.95 % 13.82 %
Tier 1 Leverage Ratio (a) 9.84 % 10.24 % 9.56 % 9.56 % 10.12 %
Equity to Asset Ratio 7.16 % 6.45 % 7.81 % 9.37 % 11.40 %
Tangible Common Equity Ratio (b) 4.79 % 4.06 % 5.47 % 7.11 % 9.15 %
Net Loans to Assets 58.25 % 57.59 % 57.04 % 54.16 % 55.56 %
Loans to Deposits 67.52 % 67.28 % 65.49 % 62.40 % 65.72 %
Asset Quality
Non-performing loans $ 14,803 $ 12,976 $ 14,107 $ 14,046 $ 16,195
Non-performing assets 14,876 13,042 14,107 14,046 16,195
Loans 30—89 days delinquent 9,605 6,659 8,716 7,304 8,891
Charged-off loans 754 783 177 1,590 470
Recoveries 184 178 135 149 157
Net Charge-offs 570 605 42 1,441 313
Annualized Net Charge-offs to
Average Net Loans Outstanding 0.10 % 0.10 % 0.01 % 0.25 % 0.06 %
Allowance for Credit Losses to Total Loans 1.12 % 1.14 % 1.16 % 1.17 % 1.26 %
Non-performing Loans to Total Loans 0.62 % 0.54 % 0.59 % 0.61 % 0.69 %
Allowance to Non-performing Loans 182.25 % 210.25 % 194.61 % 192.33 % 181.45 %
Non-performing Assets to Total Assets 0.36 % 0.32 % 0.34 % 0.33 % 0.39 %
(a) December 31, 2022 ratio is estimated
--- ---
(b) This is a non-GAAP financial measure. A reconciliation to GAAP is shown<br>below
--- ---
For the Three Months Ended
--- --- --- --- --- --- --- --- --- --- ---
Dec. 31, Sept. 30, June 30, March 31, Dec. 31,
End of Period Loan Balances 2022 2022 2022 2022 2021
Commercial real estate $ 1,028,050 $ 1,028,484 $ 1,040,243 $ 1,000,972 $ 1,011,891
Commercial 293,643 296,932 285,981 298,903 313,836
Residential real estate 475,791 474,014 464,489 455,501 453,635
HELOC 132,179 132,267 129,392 128,221 127,433
Consumer 221,260 222,706 218,219 192,586 189,522
Agricultural loans 246,937 239,081 230,477 224,845 232,365
Total, excluding net deferred loan costs $ 2,397,860 $ 2,393,484 $ 2,368,801 $ 2,301,028 $ 2,328,682
For the Three Months Ended For the Twelve MonthsEnded
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31,
Noninterest Income 2022 2022 2022 2022 2021 2022 2021
Service charges on deposit accounts $ 1,203 $ 1,229 $ 1,139 $ 1,145 $ 1,138 $ 4,716 $ 3,660
Bank owned life insurance income, including death benefits 590 406 405 409 414 1,810 1,338
Trust fees 2,373 2,370 2,376 2,519 2,509 9,638 9,438
Insurance agency commissions 1,133 1,136 1,086 1,047 706 4,402 3,456
Security gains (losses), including fair value changes for equity securities (366 ) (17 ) (60 ) (11 ) 25 (454 ) 1,004
Retirement plan consulting fees 337 332 323 397 378 1,389 1,421
Investment commissions 508 424 557 694 611 2,183 2,276
Net gains on sale of loans 242 326 365 1,129 1,728 2,062 8,285
Other mortgage banking fee income (loss), net 98 94 39 60 2 291 (136 )
Debit card and EFT fees 1,407 1,463 1,528 1,416 1,424 5,814 5,144
Other noninterest income 675 1,064 1,719 8,893 603 12,351 2,307
Total Noninterest Income $ 8,200 $ 8,827 $ 9,477 $ 17,698 $ 9,538 $ 44,202 $ 38,193
For the Three Months Ended For the Twelve MonthsEnded
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31,
Noninterest Expense 2022 2022 2022 2022 2021 2022 2021
Salaries and employee benefits $ 11,385 $ 10,724 $ 11,073 $ 11,831 $ 10,230 $ 45,013 $ 39,393
Occupancy and equipment 2,753 3,028 2,918 2,680 2,422 11,379 8,486
FDIC insurance and state and local taxes 1,010 1,017 979 945 772 3,951 2,859
Professional fees 938 985 1,056 3,135 1,296 6,114 4,191
Merger related costs 584 872 674 1,940 6,521 4,070 7,109
Advertising 472 596 487 392 776 1,947 1,859
Intangible amortization 702 432 419 420 414 1,973 1,362
Core processing charges 742 738 1,123 745 880 3,348 3,198
Other noninterest expenses 2,509 3,007 2,732 8,368 4,350 16,616 10,719
Total Noninterest Expense $ 21,095 $ 21,399 $ 21,461 $ 30,456 $ 27,661 $ 94,411 $ 79,176

Average Balance Sheets and Related Yields and Rates

(Dollar Amounts in Thousands)

Three Months Ended Three Months Ended
December 31, 2022 December 31, 2021
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST (1) RATE (1) BALANCE INTEREST (1) RATE (1)
EARNING ASSETS
Loans (2) $ 2,394,872 $ 29,092 4.86 % $ 2,187,770 $ 24,946 4.52 %
Taxable securities 1,105,545 5,556 2.01 892,563 3,948 1.75
Tax-exempt securities (2) 453,917 3,580 3.15 410,016 3,397 3.29
Other investments 33,901 326 3.85 26,475 142 2.13
Federal funds sold and other 59,108 336 2.27 114,496 39 0.14
Total earning assets 4,047,343 38,890 3.84 3,631,320 32,472 3.55
Nonearning assets 33,154 248,581
Total assets $ 4,080,497 $ 3,879,901
INTEREST-BEARING LIABILITIES
Time deposits $ 370,914 $ 1,261 1.36 % $ 379,786 $ 697 0.73 %
Brokered time deposits 115,021 1,034 3.60 0 0 0.00
Savings deposits 871,584 879 0.40 736,732 202 0.11
Demand deposits - interest bearing 1,301,475 3,805 1.17 1,367,921 475 0.14
Short term borrowings 85,641 777 3.63 0 2 0.00
Long term borrowings 88,138 922 4.18 80,799 610 3.00
Total interest-bearing liabilities $ 2,832,773 8,678 1.23 $ 2,565,238 1,986 0.31
NONINTEREST-BEARING LIABILITIES
AND STOCKHOLDERS’ EQUITY
Demand deposits - noninterest bearing 938,881 851,130
Other liabilities 43,904 31,824
Stockholders’ equity 264,939 431,709
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY $ 4,080,497 $ 3,879,901
Net interest income and interest rate spread $ 30,212 2.61 % $ 30,486 3.24 %
Net interest margin 2.99 % 3.33 %
(1) Interest and yields are calculated on a tax-equivalent basis where<br>applicable.
--- ---
(2) For 2022, adjustments of $72 thousand and $707 thousand, respectively, were made to tax equate income<br>on tax exempt loans and tax exempt securities. For 2021, adjustments of $86 thousand and $701 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.
--- ---
Twelve Months Ended Twelve Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, 2022 December 31, 2021
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST (1) RATE (1) BALANCE INTEREST (1) RATE (1)
EARNING ASSETS
Loans (2) $ 2,358,724 $ 108,100 4.58 % $ 2,041,347 $ 95,180 4.66 %
Taxable securities 1,081,966 20,843 1.93 617,475 11,399 1.85
Tax-exempt securities (2) 465,855 14,952 3.21 348,627 12,027 3.45
Other investments 33,153 871 2.63 21,912 498 2.27
Federal funds sold and other 76,253 684 0.90 180,718 200 0.11
Total earning assets 4,015,951 145,450 3.62 3,210,079 119,304 3.72
Nonearning assets 128,757 195,805
Total assets $ 4,144,708 $ 3,405,884
INTEREST-BEARING LIABILITIES
Time deposits $ 360,687 $ 3,044 0.84 % $ 393,039 $ 3,652 0.93 %
Brokered time deposits 56,965 1,240 2.18 11,737 75 0.64
Savings deposits 846,418 1,352 0.16 569,179 712 0.13
Demand deposits - interest bearing 1,392,058 7,449 0.54 1,240,014 2,336 0.19
Short term borrowings 55,668 1,408 2.53 3,957 7 0.28
Long term borrowings 87,972 3,427 3.90 70,057 1,687 2.40
Total interest-bearing liabilities $ 2,799,768 17,920 0.64 $ 2,287,983 8,469 0.37
NONINTEREST-BEARING LIABILITIES
AND STOCKHOLDERS’ EQUITY
Demand deposits - noninterest bearing $ 959,294 $ 714,978
Other liabilities 34,180 23,498
Stockholders’ equity 351,466 379,425
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY $ 4,144,708 $ 3,405,884
Net interest income and interest rate spread $ 127,530 2.98 % $ 110,835 3.35 %
Net interest margin 3.18 % 3.45 %
(1) Interest and yields are calculated on a tax-equivalent basis where<br>applicable.
--- ---
(2) For 2022, adjustments of $310 thousand and $3.1 million, respectively, were made to tax equate income<br>on tax exempt loans and tax exempt securities. For 2021, adjustments of $360 thousand and $2.5 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.
--- ---

Reconciliation of Total Assets to Tangible Assets

For the Three Months Ended For the Twelve MonthsEnded
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31,
2022 2022 2022 2022 2021 2022 2021
Total Assets $ 4,082,200 $ 4,120,022 $ 4,114,364 $ 4,205,855 $ 4,142,749 $ 4,082,200 $ 4,142,749
Less Goodwill and other intangibles 101,666 102,368 101,767 102,187 102,606 101,666 102,606
Tangible Assets $ 3,980,534 $ 4,017,654 $ 4,012,597 $ 4,103,668 $ 4,040,143 $ 3,980,534 $ 4,040,143
Average Assets 4,144,708 4,164,855 4,155,719 4,178,618 3,879,901 4,144,708 3,405,884
Less average Goodwill and other intangibles 102,126 101,981 102,042 102,462 84,580 102,151 58,111
Average Tangible Assets $ 4,042,582 $ 4,062,874 $ 4,053,677 $ 4,076,156 $ 3,795,321 $ 4,042,557 $ 3,347,773

Reconciliation of Common Stockholders’ Equity to Tangible Common Equity

For the Three Months Ended For the Twelve MonthsEnded
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31,
2022 2022 2022 2022 2021 2022 2021
Stockholders’ Equity $ 292,295 $ 265,619 $ 321,449 $ 393,886 $ 472,432 $ 292,295 $ 472,432
Less Goodwill and other intangibles 101,666 102,368 101,767 102,187 102,606 101,666 102,606
Tangible Common Equity $ 190,629 $ 163,251 $ 219,682 $ 291,699 $ 369,826 $ 190,629 $ 369,826
Average Stockholders’ Equity 264,939 330,300 354,981 456,206 431,709 351,466 379,425
Less average Goodwill and other intangibles 102,126 101,981 102,042 102,462 84,580 102,151 58,111
Average Tangible Common Equity $ 162,813 $ 228,319 $ 252,939 $ 353,744 $ 347,129 $ 249,315 $ 321,314

Reconciliation of Net Income, Less Merger and Certain Items

For the Three Months Ended For the Twelve MonthsEnded
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31,
2022 2022 2022 2022 2021 2022 2021
Net income $ 13,356 $ 15,446 $ 15,951 $ 15,844 $ 5,702 $ 60,597 $ 51,844
Acquisition related costs - after tax 475 711 564 1,540 5,232 3,290 5,731
Acquisition related provision - after tax 0 0 0 0 3,846 0 3,846
Lawsuit settlement income - after tax 0 0 0 (6,616 ) 0 (6,616 ) 0
Lawsuit settlement contingent legal expense - after tax 0 0 0 1,639 0 1,639 0
Charitable donation - after tax 0 0 0 4,740 0 4,740 0
FHLB prepayment penalties - after tax 0 0 0 0 1,425 0 1,682
Net loss (gain) on asset/security sales - after tax 268 4 (25 ) 97 134 344 (598 )
Gain on sale of credit card portfolio - after tax 0 0 0 0 (189 ) 0 (189 )
Net income - Adjusted $ 14,099 $ 16,161 $ 16,490 $ 17,244 $ 16,150 $ 63,994 $ 62,316
Diluted EPS excluding merger and one-time items $ 0.42 $ 0.48 $ 0.49 $ 0.51 $ 0.50 $ 1.89 $ 2.13
Return on Average Assets excluding merger and certain items (Annualized) 1.36 % 1.55 % 1.59 % 1.65 % 1.65 % 1.54 % 1.83 %
Return on Average Equity excluding merger and certain items (Annualized) 21.29 % 19.57 % 18.58 % 15.12 % 14.84 % 18.21 % 16.42 %
Return on Average Tangible Equity excluding acquisition costs and certain items<br>(Annualized) 34.64 % 28.31 % 26.08 % 19.50 % 18.46 % 25.67 % 19.39 %

Efficiency ratio excluding certain items

For the Three Months Ended For the Twelve MonthsEnded
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31,
2022 2022 2022 2022 2021 2022 2021
Net interest income, tax equated $ 30,212 $ 32,636 $ 32,583 $ 32,100 $ 30,486 $ 127,530 $ 110,835
Noninterest income 8,200 8,827 9,477 17,698 9,538 44,202 38,193
Legal settlement income 0 0 0 (8,375 ) 0 (8,375 ) 0
Net loss (gain) on asset/security sales 338 6 (32 ) 123 170 435 (757 )
Gain on sale of credit card portfolio 0 0 0 0 (239 ) 0 (239 )
Net interest income and noninterest income adjusted 38,750 41,469 42,028 41,546 39,955 163,792 148,032
Noninterest expense less intangible amortization 20,393 20,967 21,042 30,036 27,247 92,438 77,817
Charitable donation 0 0 0 6,000 0 6,000 0
Contingent legal settlement expense 0 0 0 2,075 0 2,075 0
Acquisition related costs 584 872 674 1,940 6,521 4,070 7,109
FHLB prepayment penalties 0 0 0 0 1,804 0 2,129
Noninterest income adjusted 19,809 20,095 20,368 20,021 18,922 80,293 68,579
Efficiency ratio excluding one-time items 51.12 % 48.46 % 48.46 % 48.19 % 47.36 % 49.02 % 46.33 %

Net interest margin excluding acquisition marks and PPP interest and fees

For the Three Months Ended For the Twelve MonthsEnded
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Dec. 31, Dec. 31,
2022 2022 2022 2022 2021 2022 2021
Net interest income, tax equated $ 30,212 $ 32,636 $ 32,583 $ 32,100 $ 30,486 $ 127,530 $ 110,835
Acquisition marks 209 246 381 957 496 1,793 932
PPP interest and fees 10 62 634 686 979 1,392 6,621
Adjusted and annualized net interest income 119,972 129,312 126,272 121,828 115,098 124,345 103,283
Average earning assets 4,047,343 4,065,085 4,015,385 3,931,506 3,631,320 4,015,951 3,210,079
Less PPP average balances 485 1,586 16,019 30,003 47,939 11,914 95,226
Adjusted average earning assets 4,046,858 4,063,499 3,999,366 3,901,503 3,583,381 4,004,037 3,114,853
Net interest margin excluding marks and PPP interest and fees 2.96 % 3.18 % 3.16 % 3.12 % 3.21 % 3.11 % 3.32 %