National Bankshares Inc 10-Q for FY2023 Q3
National Bankshares Inc (NKSH)
About this 10-Q
National Bankshares Inc filed this 10-Q on November 8, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.84M
- up 2.2% from $1.8M a year earlier
- Net income
- $3.07M
- down 50.1% from net income of $6.16M a year earlier
- Diluted EPS
- $0.52
- down 49.5% from $1.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
NATIONAL BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
(Not applicable)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Outstanding shares of common stock at November 7, 2023
Form 10-Q
Index
| Part I | ||
| Item 1. Financial Statements | Financial Information | |
| National Bankshares, Inc. | ||
| Consolidated Balance Sheets |
| (Unaudited) | ||||||||
| September 30, | December 31, | |||||||
| (in thousands, except share and per share data) | 2023 | 2022 | ||||||
| Assets | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing deposits | ||||||||
| Securities available for sale, at fair value | ||||||||
| Restricted stock, at cost | ||||||||
| Mortgage loans held for sale | ||||||||
| Loans: | ||||||||
| Loans, net of unearned income and deferred fees and costs | ||||||||
| Less allowance for credit losses | ( | ) | ( | ) | ||||
| Loans, net | ||||||||
| Premises and equipment, net | ||||||||
| Accrued interest receivable | ||||||||
| Other real estate owned, net | ||||||||
| Goodwill | ||||||||
| Bank-owned life insurance | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Noninterest-bearing demand deposits | $ | $ | ||||||
| Interest-bearing demand deposits | ||||||||
| Savings deposits | ||||||||
| Time deposits | ||||||||
| Total deposits | ||||||||
| Accrued interest payable | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders' Equity | ||||||||
| Preferred stock, par value, shares authorized; issued and outstanding | ||||||||
| Common stock of $ par value and additional paid in capital. Authorized shares; issued and outstanding (including unvested) shares at September 30, 2023 and at December 31, 2022 | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss, net | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Income
(Unaudited)
| Three Months Ended September 30, | ||||||||
| (in thousands, except share and per share data) | 2023 | 2022 | ||||||
| Interest Income | ||||||||
| Interest and fees on loans | $ | $ | ||||||
| Interest on interest-bearing deposits | ||||||||
| Interest on securities – taxable | ||||||||
| Interest on securities – nontaxable | ||||||||
| Total interest income | ||||||||
| Interest Expense | ||||||||
| Interest on time deposits | ||||||||
| Interest on other deposits | ||||||||
| Interest on borrowings | ||||||||
| Total interest expense | ||||||||
| Net interest income | ||||||||
| (Recovery of) provision for credit losses | ( | ) | ||||||
| Net interest income after (recovery of) provision for credit losses | ||||||||
| Noninterest Income | ||||||||
| Service charges on deposit accounts | ||||||||
| Other service charges and fees | ||||||||
| Credit and debit card fees, net | ||||||||
| Trust income | ||||||||
| BOLI income | ||||||||
| Gain on sale of mortgage loans | ||||||||
| Other income | ||||||||
| Total noninterest income | ||||||||
| Noninterest Expense | ||||||||
| Salaries and employee benefits | ||||||||
| Occupancy, furniture and fixtures | ||||||||
| Data processing and ATM | ||||||||
| FDIC assessment | ||||||||
| Net costs of other real estate owned | ||||||||
| Franchise taxes | ||||||||
| Professional services | ||||||||
| Other operating expenses | ||||||||
| Total noninterest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| Net Income | $ | $ | ||||||
| Basic net income per common share | $ | $ | ||||||
| Diluted net income per common share | $ | $ | ||||||
| Weighted average number of common shares outstanding, basic | ||||||||
| Weighted average number of common shares outstanding, diluted | ||||||||
| Dividends declared per common share | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive Loss
Three Months Ended September 30, 2023 and 2022
(Unaudited)
| September 30, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| Net Income | $ | $ | ||||||
| Other Comprehensive Loss, Net of Tax | ||||||||
| Unrealized holding loss on available for sale securities net of tax of () and ($) for the periods ended September 30, 2023 and September 30, 2022, respectively | ( | ) | ( | ) | ||||
| Other comprehensive loss, net of tax | ( | ) | ( | ) | ||||
| Total Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Income
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| (in thousands, except share and per share data) | 2023 | 2022 | ||||||
| Interest Income | ||||||||
| Interest and fees on loans | $ | $ | ||||||
| Interest on interest-bearing deposits | ||||||||
| Interest on securities – taxable | ||||||||
| Interest on securities – nontaxable | ||||||||
| Total interest income | ||||||||
| Interest Expense | ||||||||
| Interest on time deposits | ||||||||
| Interest on other deposits | ||||||||
| Interest on borrowings | ||||||||
| Total interest expense | ||||||||
| Net interest income | ||||||||
| (Recovery of) provision for credit losses | ( | ) | ||||||
| Net interest income after (recovery of) provision for credit losses | ||||||||
| Noninterest Income | ||||||||
| Service charges on deposit accounts | ||||||||
| Other service charges and fees | ||||||||
| Credit and debit card fees, net | ||||||||
| Trust income | ||||||||
| BOLI income | ||||||||
| Gain on sale of investment | ||||||||
| Gain on sale of mortgage loans | ||||||||
| Loss on sale of securities | ( | ) | ||||||
| Other income | ||||||||
| Total noninterest income | ||||||||
| Noninterest Expense | ||||||||
| Salaries and employee benefits | ||||||||
| Occupancy, furniture and fixtures | ||||||||
| Data processing and ATM | ||||||||
| FDIC assessment | ||||||||
| Net costs of other real estate owned | ||||||||
| Franchise taxes | ||||||||
| Professional services | ||||||||
| Other operating expenses | ||||||||
| Total noninterest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| Net Income | $ | $ | ||||||
| Basic net income per common share | $ | $ | ||||||
| Fully diluted net income per common share | $ | $ | ||||||
| Weighted average number of common shares outstanding, basic | ||||||||
| Weighted average number of common shares outstanding, diluted | ||||||||
| Dividends declared per common share | $ | $ | ||||||
Consolidated Statements of Comprehensive Income (Loss)
Nine Months Ended September 30, 2023 and 2022
(Unaudited)
| September 30, | ||||||||
| (in thousands) | 2023 | 2022 | ||||||
| Net Income | $ | $ | ||||||
| Other Comprehensive Loss, Net of Tax | ||||||||
| Unrealized holding loss on available for sale securities net of tax of ($) and ($) for the periods ended September 30, 2023 and September 30, 2022, respectively | ( | ) | ( | ) | ||||
| Reclassification adjustment for loss included in net income, net of tax of $ in 2023 | ||||||||
| Other comprehensive loss, net of tax | ( | ) | ( | ) | ||||
| Total Comprehensive Income (Loss) | $ | $ | ( | ) | ||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
Three Months Ended September 30, 2023 and 2022
| (in thousands except share data) | Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||
| Balances at June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||
| Net income | ||||||||||||||||
| Common stock repurchased, shares | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive loss, net of tax of ($) | ( | ) | ( | ) | ||||||||||||
| Balances at September 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||
| Balances at June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||
| Net income | ||||||||||||||||
| Other comprehensive loss, net of tax of ($) | ( | ) | ( | ) | ||||||||||||
| Stock based compensation | ||||||||||||||||
| Balances at September 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||
See accompanying notes to consolidated financial statements.
Nine Months Ended September 30, 2023 and 2022
| (in thousands except share data) | Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||
| Balances at December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||
| Net income | ||||||||||||||||
| Common stock repurchased, shares | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash dividends of $ per share | ( | ) | ( | ) | ||||||||||||
| Other comprehensive loss, net of tax of ($) | ( | ) | ( | ) | ||||||||||||
| Balances at September 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||
| Balances at December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||
| Adoption of ASU 2016-13 | ( | ) | ( | ) | ||||||||||||
| Net income | ||||||||||||||||
| Cash dividends of $ per share | ( | ) | ( | ) | ||||||||||||
| Other comprehensive loss, net of tax of ($) | ( | ) | ( | ) | ||||||||||||
| Stock based compensation | ||||||||||||||||
| Balances at September 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2023 and 2022
(Unaudited)
| (in thousands) | September 30, 2023 | September 30, 2022 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| (Recovery of) provision for credit losses | ( | ) | ||||||
| Depreciation of bank premises and equipment | ||||||||
| Amortization of premiums and accretion of discounts, net | ||||||||
| Gain on disposal of fixed assets | ( | ) | ||||||
| Loss on sales of securities available for sale, net | ||||||||
| Losses and write-downs on other real estate owned, net | ||||||||
| Loss on sales of repossessed assets | ||||||||
| Increase in cash value of bank-owned life insurance | ( | ) | ( | ) | ||||
| Origination of mortgage loans held for sale | ( | ) | ( | ) | ||||
| Proceeds from sale of mortgage loans held for sale | ||||||||
| Gain on sale of mortgage loans held for sale | ( | ) | ( | ) | ||||
| Equity based compensation expense | ||||||||
| Net change in: | ||||||||
| Accrued interest receivable | ( | ) | ( | ) | ||||
| Other assets | ||||||||
| Accrued interest payable | ( | ) | ||||||
| Other liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash Flows from Investing Activities | ||||||||
| Proceeds from calls, principal payments, sales and maturities of securities available for sale | ||||||||
| Purchase of securities available for sale | ( | ) | ||||||
| Net change in restricted stock | ( | ) | ( | ) | ||||
| Purchase of loan participations | ( | ) | ( | ) | ||||
| Collection of loan participations | ||||||||
| Loan originations and principal collections, net | ( | ) | ||||||
| Proceeds from sale of repossessed assets | ||||||||
| Recoveries on loans charged off | ||||||||
| Proceeds from sale and purchases of premises and equipment, net | ( | ) | ( | ) | ||||
| BOLI settlement | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Net change in time deposits | ( | ) | ||||||
| Net change in other deposits | ( | ) | ||||||
| Common stock repurchased | ( | ) | ||||||
| Cash dividends paid | ( | ) | ( | ) | ||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
(Continued)
| Net change in cash and due from banks | ( | ) | ( | ) | ||||
| Cash and due from banks at beginning of period | ||||||||
| Cash and due from banks at end of period | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information | ||||||||
| Interest paid on deposits and borrowings | $ | $ | ||||||
| Income taxes paid | ||||||||
| Supplemental Disclosure of Noncash Activities | ||||||||
| Loans charged against the allowance for credit losses | $ | $ | ||||||
| Loans transferred to repossessed assets | ||||||||
| Unrealized holding loss on securities available for sale | ( | ) | ( | ) | ||||
| Lease liabilities arising from obtaining right-of-use assets |
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
September 30, 2023
(Unaudited)
$ in thousands, except per share data
Note 1: General
The consolidated financial statements of National Bankshares, Inc. (“NBI”) and its wholly-owned subsidiaries, The National Bank of Blacksburg (the “Bank” or “NBB”) and National Bankshares Financial Services, Inc. (“NBFS”) (collectively, the “Company”), conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. The accompanying interim period consolidated financial statements are unaudited; however, in the opinion of the Company’s management, all adjustments consisting of normal recurring adjustments, which are necessary for a fair presentation of the consolidated financial statements, have been included. The results of operations for the three and nine month periods ended September 30, 2023 are not necessarily indicative of results of operations for the full year or any other interim period. The interim period consolidated financial statements and financial information included in this Form 10-Q should be read in conjunction with the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The Company posts all reports required to be filed under the Securities Exchange Act of 1934 on its web site at www.nationalbankshares.com.
Risks and Uncertainties
The Company is closely monitoring risks that may impact its business, including high inflation, along with U.S. monetary policy maneuvers to reduce inflation. Inflation and U.S. monetary policy maneuvers to reduce it may impact the Company’s customers’ demand for banking services and ability to qualify for and/or repay loans. These risks could adversely affect the Company’s business, financial condition, results of operations, cash flows, credit risk, asset valuations and capital position.
Recent Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”. This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
In July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)”. This ASU amends the FASB Accounting Standards Codification for Securities and Exchange Commission (“SEC”) paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. ASU 2023-03 is effective upon addition to the FASB Codification. The Company does not expect the adoption of ASU 2023-03 to have a material impact on its consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Subsequently, in January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued. An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The Company has a small number of participation loans that reference LIBOR. The Company is working with the primary banks to determine appropriate actions.
In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”. ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when LIBOR would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of LIBOR to June 30, 2023.
To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective for all entities upon issuance. The Company is assessing ASU 2022-06 and its impact on the Company’s transition away from LIBOR for its loan and other financial instruments.
Recently Adopted Accounting Standards
ASU 2016-13
On January 1, 2023, the Company adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and related ASUs. Prior to adoption, the Company followed applicable GAAP and used an incurred loss model to estimate an allowance for loan losses and a liability for credit risk on unfunded commitments. The Company also used a methodology to determine whether securities in an unrealized loss position were other-than-temporarily impaired and whether credit risk was present.
ASU 2016-13 makes significant changes to the accounting for credit losses on financial instruments presented on an amortized cost basis and disclosures about them. The new current expected credit loss (“CECL”) impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers historical experience, current conditions and reasonable and supportable forecasts of future economic conditions. The standard provides significant flexibility and requires a high degree of judgment with regards to pooling financial assets with similar risk characteristics and adjusting the relevant historical loss information in order to develop an estimate of expected lifetime losses. ASU 2016-13 permits the use of estimation techniques that are practical and relevant to the Company’s circumstances, as long as they are applied consistently over time and faithfully estimate expected credit losses in accordance with the standard.
The Company applied the standard’s provisions as a cumulative-effect adjustment of $
ACL on Securities Available for Sale
The Company evaluates securities available for sale that are in an unrealized loss position on the reporting date. Securities are analyzed to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit-related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the Consolidated Balance Sheets, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be subsequently reversed if conditions change. If the Company intends to sell an impaired security, or more likely than not will be required to sell such a security, before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Because the security’s amortized cost basis would be adjusted to fair value, there would be no ACL in this situation.
In evaluating impairment, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors. If the Company determines a credit impairment, the ACL on securities available for sale would be established through a provision for credit losses on securities available for sale in the Consolidated Statements of Income. If the Company’s management believes it has confirmed that the loss on a security is uncollectible, or when either of the criteria regarding intent or requirement to sell is met, the loss is charged against the ACL. Accrued interest receivable is excluded from the estimate of credit losses.
ACL on Loans (“ACLL”)
The Company estimates the ACLL based on amortized cost basis, which is the amount at which the loan is originated, adjusted for net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of the ACLL. Intrinsic to the Company’s policy on estimating the ACLL are policies regarding loan pools, nonaccruals, past due status, collateral valuation, charge-offs and risk ratings. Please refer to the Company’s 2022 Form 10-K, Note 1: Summary of Significant Accounting Policies for additional information on these policies.
The Company measures expected credit losses on loans on a collective (pool) basis, when the loans share similar risk characteristics, such as collateral type and intended use, repayment source, and (if applicable) the borrower’s business model. The Company has identified the following pools of loans with similar risk characteristics for measuring expected credit losses:
| Real Estate Construction Construction, residential Construction, other
Consumer Real Estate Equity lines Residential closed-end first liens Residential closed-end junior liens Investor-owned residential real estate
Commercial Real Estate Multifamily real estate Commercial real estate, owner occupied Commercial real estate, other | Commercial Non Real Estate Commercial and industrial
Public Sector and IDA Public sector and IDA
Consumer Non Real Estate Credit cards Automobile Other consumer loans |
The Company’s methodologies for estimating the ACLL consider available relevant information about the collectability of cash flows, including historical losses, reasonable and supportable forecasts of economic conditions, and current economic and portfolio conditions. The difference between cash flow estimates and amortized cost is the ACLL.
The Company uses a discounted cash flow (“DCF”) method for all of its pools except for bankcards, which are measured using the historical loss rate adjusted for the forecast. For loans using the DCF method, cash flows are projected at the instrument level and discounted using the loan’s effective interest rate. Cash flows are generated using each loan’s payment attributes, adjusted for pool-level information on the probability of default (“PD”), loss given default and prepayment speeds. Default is defined as full or partial charge-off, nonaccrual status or past due 90 days or more. PDs for each pool are calculated using the Company’s historical data, modified by peer data, to ensure a full economic cycle is reflected in the estimate. PDs are then adjusted for the forecast.
The Company designated national unemployment as its forecast variable. Multiple forecasts from reputable and independent third parties are sourced to inform the Company’s reasonable and supportable forecasting of current expected credit losses. The forecast is applied over a horizon selected by the Company’s management at each reporting date, typically of one year and not to exceed two years, after which loss rates revert to long term historical loss experience on a straight line basis over a period determined by the Company’s management, of up to three years. The forecast horizon and reversion period are applied consistently to the entire portfolio.
The results of DCF calculations are modified by allocations for qualitative factors to account for changes in variables that may affect credit risk. The Company considers and allocates for changes in lending policies, management experience, economic conditions, loans past due, competitive, legal and regulatory environments and other factors. Qualitative factors are benchmarked to historical data and are adjusted based upon quantitative analysis.
Loans that do not share risk characteristics are evaluated on an individual basis. The Company designates loans that have been determined to meet the regulatory definitions of “special mention” or “classified” (together known as “criticized”) as individually evaluated. The fair value of individually evaluated loans is measured using the fair value of collateral (“collateral method”) or the DCF method.
The collateral method is applied to individually evaluated loans for which foreclosure is probable. The collateral method is also applied to individually evaluated loans when borrowers are experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral (“collateral dependent”). The ACLL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, the ACLL is calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, the ACLL is calculated as the amount by which the loan’s amortized cost basis exceeds the fair value of the underlying collateral less estimated cost to sell. The ACLL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan.
The DCF method is applied to individually evaluated loans that do not meet the criteria for collateral method measurement. Cash flows are projected and discounted using the same method as for collectively evaluated loans, but the PD is increased to reflect increased risk, up to 100% for nonaccrual loans.
Expected credit losses are reflected in the ACLL through a charge to provision for credit losses on the Consolidated Statements of Income. When the Company deems all or a portion of a loan to be uncollectible the appropriate amount is written off against the ACLL. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACLL when received.
ACL on Unfunded Commitments
Financial instruments include off-balance sheet credit instruments such as undrawn portions of revolving lines of credit, commercial letters of credit, and loan commitments that have not yet been funded. The contractual amount of those instruments represents the Company’s exposure to credit loss in the event of nonperformance by the borrower. The Company records an ACL on unfunded commitments, unless the commitments to extend credit are unconditionally cancelable. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the ACLL. The ACL on unfunded commitments is recorded as a liability on the Company’s Consolidated Balance Sheets, included in other liabilities, and is adjusted through the provision for credit loss expense in the Company’s Consolidated Statements of Income.
ASU 2022-02
On January 1, 2023, concurrent with its adoption of ASU 2016-13, the Company adopted ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” The amendments eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. Disclosures about periods prior to adoption will be presented under GAAP applicable for that period.
Similar to its policy under previous GAAP, the Company continues to identify modifications to loans and to determine whether the borrower is experiencing financial difficulty. If the Company determines that the borrower is experiencing financial difficulty, the loan is designated for financial reporting purposes. Loans that are modified for borrowers experiencing financial difficulty are evaluated to determine whether the credit risk falls within the regulatory definition of “criticized” and requires individual evaluation. Under previous GAAP, modifications to loans when the borrower was experiencing financial difficulty were designated as TDR and were individually evaluated for the duration of the loan.
Note 2: Loans and Allowance for Credit Losses
Loans
The following table presents the composition of the loan portfolio, excluding mortgage loans held for sale, as of the dates indicated.
| September 30, 2023 | December 31, 2022 | |||||||
| Real estate construction | $ | $ | ||||||
| Consumer real estate | ||||||||
| Commercial real estate | ||||||||
| Commercial non real estate | ||||||||
| Public sector and IDA | ||||||||
| Consumer non real estate | ||||||||
| Gross loans | ||||||||
| Less unearned income and deferred fees and costs | ( | ) | ( | ) | ||||
| Loans, net of unearned income and deferred fees and costs | $ | $ | ||||||
| Allowance for credit losses on loans | ( | ) | ( | ) | ||||
| Total loans, net | $ | $ | ||||||
Accrued interest receivable on loans, which is excluded from the amortized cost of loans, totaled $
Past Due and Nonaccrual Loans
The following tables present the aging of past due loans, by loan pool, as of the dates indicated.
| September 30, 2023 | ||||||||||||||||||||||||
| Accruing Current Loans | Accruing Loans 30 – 89 Days Past Due | Accruing Loans 90 or More Days Past Due | Nonaccrual Loans | Total Loans | Accruing and Nonaccrual 90 or More Days Past Due | |||||||||||||||||||
| Real Estate Construction | ||||||||||||||||||||||||
| Construction, 1-4 family residential | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Construction, other | ||||||||||||||||||||||||
| Consumer Real Estate | ||||||||||||||||||||||||
| Equity line | ||||||||||||||||||||||||
| Residential closed-end first liens | ||||||||||||||||||||||||
| Residential closed-end junior liens | ||||||||||||||||||||||||
| Investor-owned residential real estate | ||||||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||
| Multifamily residential real estate | ||||||||||||||||||||||||
| Commercial real estate owner-occupied | ||||||||||||||||||||||||
| Commercial real estate, other | ||||||||||||||||||||||||
| Commercial Non Real Estate | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||
| Public Sector and IDA | ||||||||||||||||||||||||
| States and political subdivisions | ||||||||||||||||||||||||
| Consumer Non-Real Estate | ||||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||
| Other consumer loans | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||||||
| Accruing Current Loans | Accruing Loans 30 – 89 Days Past Due | Accruing Loans 90 or More Days Past Due | Nonaccrual Loans | Total Loans | Accruing and Nonaccrual 90 or More Days Past Due | |||||||||||||||||||
| Real Estate Construction | ||||||||||||||||||||||||
| Construction, 1-4 family residential | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Construction, other | ||||||||||||||||||||||||
| Consumer Real Estate | ||||||||||||||||||||||||
| Equity line | ||||||||||||||||||||||||
| Residential closed-end first liens | ||||||||||||||||||||||||
| Residential closed-end junior liens | ||||||||||||||||||||||||
| Investor-owned residential real estate | ||||||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||
| Multifamily residential real estate | ||||||||||||||||||||||||
| Commercial real estate owner-occupied | ||||||||||||||||||||||||
| Commercial real estate, other | ||||||||||||||||||||||||
| Commercial Non Real Estate | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||
| Public Sector and IDA | ||||||||||||||||||||||||
| States and political subdivisions | ||||||||||||||||||||||||
| Consumer Non-Real Estate | ||||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||
| Other consumer loans | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The following table presents nonaccrual loans, by loan class, as of the dates indicated:
| CECL | Incurred Loss | |||||||||||||||
| September 30, 2023 | December 31, 2022 | |||||||||||||||
| Nonaccrual Loans | Nonaccrual Loans | |||||||||||||||
| With No Allowance | With an Allowance | Total | ||||||||||||||
| Consumer Real Estate | ||||||||||||||||
| Residential closed-end first liens | $ | $ | $ | $ | ||||||||||||
| Commercial Real Estate | ||||||||||||||||
| Commercial real estate owner-occupied | ||||||||||||||||
| Commercial Non Real Estate | ||||||||||||||||
| Commercial and industrial | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
During the three and nine months ended September 30, 2023, no accrued interest receivable was reversed against interest income.
The following table presents certain past due indicators as of the dates indicated.
| September 30, | December 31, | |||||||||||
| 2023 | 2022 | 2022 | ||||||||||
| Ratio of ACLL to nonaccrual loans | % | % | % | |||||||||
| Ratio of loans past due 90 days or more and still accruing to loans, net of unearned income and deferred fees and costs | % | % | % | |||||||||
Allowance for Credit Losses on Loans
The following tables present the activity in the ACLL by portfolio segment for the periods indicated:
| Activity in the Allowance for Credit Losses on Loans for the Nine Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Adoption of ASU 2016-13 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Provision for (recovery of) credit losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Activity in the Allowance for Loan Losses for the Nine Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Provision for (recovery of) loan losses | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Activity in the Allowance for Loan Losses for the Year Ended December 31, 2022 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Provision for (recovery of) loan losses | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The following tables present information about the ACLL for individually evaluated loans and collectively evaluated loans by portfolio segment as of the dates indicated.
| Allowance for Credit Losses on Loans as of September 30, 2023 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Allowance for Loan Losses as of December 31, 2022 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non- Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The following tables present information about individually evaluated loans and collectively evaluated loans by portfolio segment as of the dates indicated.
| Loans as of September 30, 2023 | ||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Total | ||||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loans as of December 31, 2022 | ||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non- Real Estate | Total | ||||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
The following table presents ratios pertaining to the ACLL as of the dates and for the periods indicated.
| As of and for the | ||||||||||||
| Nine Months Ended September 30, | Year Ended December 31, | |||||||||||
| 2023 | 2022 | 2022 | ||||||||||
| Ratio of ACLL to the end of period loans, net of unearned income and deferred fees and costs | % | % | % | |||||||||
| Ratio of net charge-offs, annualized, to average loans, net of unearned income and deferred fees and costs | % | % | % | |||||||||
In accordance with CECL, the Company identifies individually evaluated loans when their risk characteristics become different from their pool. Under previous GAAP, the Company identified loans for potential impairment through a variety of means, including, but not limited to, ongoing loan review, renewal processes, delinquency data, market communications, and public information. When the Company determined that it was probable all principal and interest amounts due would not be collected in accordance with the contractual terms of the loan agreement, the loan was generally deemed impaired and individually evaluated. For further information on the impairment process under previous GAAP, please refer to the Company’s 2022 Form 10-K. A summary of individually evaluated loans as of the date indicated follows.
| Individually Evaluated Loans under Incurred Loss as of December 31, 2022 | ||||||||||||||||||||
| Principal Balance | Recorded Investment(1) | Recorded Investment(1) for Which There is No Related Allowance | Recorded Investment(1) for Which There is a Related Allowance | Related Allowance | ||||||||||||||||
| Consumer Real Estate | ||||||||||||||||||||
| Investor-owned residential real estate | $ | $ | $ | $ | $ | |||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||
| Commercial real estate, owner occupied | ||||||||||||||||||||
| Commercial Non Real Estate | ||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||
| (1) | Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status. |
The following table shows the average recorded investment and interest income recognized for individually evaluated loans under the incurred loss model for the period indicated. Only classes with individually evaluated loans are presented.
| For the Nine Months Ended September 30, 2022 | ||||||||
| Average Recorded Investment(1) | Interest Income Recognized | |||||||
| Consumer Real Estate | ||||||||
| Investor-owned residential real estate | $ | $ | ||||||
| Commercial Real Estate | ||||||||
| Commercial real estate, owner occupied | ||||||||
| Commercial Non-Real Estate | ||||||||
| Commercial and industrial | ||||||||
| Total | $ | $ | ||||||
| (1) | Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status. |
Collateral Dependent Loans
The Company reviews individually evaluated loans to identify collateral dependency. Loans are collateral dependent when repayment is expected substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Company adopted the practical expedient provided by ASU 2016-13 to measure the ACL on collateral dependent loans based upon the fair value of the collateral. Fair value of the collateral is adjusted for liquidation costs/discounts. If the fair value of the collateral falls below the amortized cost of the loan, the shortfall is recognized in the ACLL. If the fair value of the collateral exceeds the amortized cost, no ACL is required. As of September 30, 2023, one of the Company’s individually evaluated loans was considered collateral dependent.
All collateral loans are secured by real estate as of September 30, 2023. The following table details the amortized cost of the collateral dependent loan as of the date indicated:
| September 30, 2023 | Balance | Related Allowance | ||||||
| Consumer Real Estate | ||||||||
| Residential closed-end first lien | $ | - | ||||||
| Total Loans | $ | - | ||||||
Credit Quality
The Company categorizes loans by risk based on relevant information about the ability of borrowers to service their debt, including: collateral and financial information, historical payment experience, credit documentation and current economic trends, among other factors. At origination, each loan is assigned a risk rating. Ongoing analysis of the loan portfolio adjusts risk ratings on an individual loan basis to reflect updated information. General descriptions of risk ratings are as follows:
| ● | Pass: loans with acceptable credit quality are rated pass. | |
| ● | Special mention: loans with potential weaknesses due to challenging economic or financial conditions are rated special mention. | |
| ● | Classified: loans with well-defined weaknesses that heighten the risk of default are rated classified. |
The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of the date indicated.
| Term Loans Amortized Cost Basis by Origination Year | Revolving Loans | |||||||||||||||||||||||||||||||||||
| September 30, 2023 | Prior | 2019 | 2020 | 2021 | 2022 | 2023 | Revolving | Converted to Term | Total | |||||||||||||||||||||||||||
| Construction, residential | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction, other | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Equity lines | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential closed-end first liens | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | 8,681 | $ | $ | $ | ||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential closed-end junior liens | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Investor-owned residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Multifamily residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate, owner occupied | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate, other | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Public sector and IDA | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total Loans | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
The following table presents the recorded investment by loan pool and credit quality as of December 31, 2022.
| December 31, 2022 | ||||||||||||
| Pass | Special Mention | Classified | ||||||||||
| Real Estate Construction | ||||||||||||
| Construction, 1-4 family residential | $ | $ | $ | |||||||||
| Construction, other | ||||||||||||
| Consumer Real Estate | ||||||||||||
| Equity lines | ||||||||||||
| Residential closed-end first liens | ||||||||||||
| Residential closed-end junior liens | ||||||||||||
| Investor-owned residential real estate | ||||||||||||
| Commercial Real Estate | ||||||||||||
| Multifamily residential real estate | ||||||||||||
| Commercial real estate owner-occupied | ||||||||||||
| Commercial real estate, other | ||||||||||||
| Commercial Non Real Estate | ||||||||||||
| Commercial and industrial | ||||||||||||
| Public Sector and IDA | ||||||||||||
| States and political subdivisions | ||||||||||||
| Consumer Non-Real Estate | ||||||||||||
| Credit cards | ||||||||||||
| Automobile | ||||||||||||
| Other consumer | ||||||||||||
| Total | $ | $ | $ | |||||||||
Loan Modifications to Borrowers Experiencing Financial Difficulty
The Company modifies loans for a variety of reasons. At the date of modification, the Company assesses whether the borrower is experiencing financial difficulty. If the borrower is experiencing financial difficulty, the loan’s risk rating is evaluated and is typically changed to special mention or classified, which results in individual evaluation of the loan for the ACLL. The Company modified
The following table presents the amortized cost basis as of September 30, 2023 of the loan modified for a borrower experiencing financial difficulty.
| Interest Only Payments | |||||||||
| Amortized Cost Basis | % of Portfolio | Financial Effect | |||||||
| Commercial Real Estate | |||||||||
| Commercial real estate owner-occupied | $ | % |
| ||||||
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty. The commercial real estate owner-occupied loan is in current status as of September 30, 2023.
The Company analyzed its modified loan portfolio for loans that defaulted during the three and nine month period ended September 30, 2023, and that were modified within 12 months prior to default. The Company designates three circumstances that indicate default: one or more payments that occur more than 90 days past the due date, charge-off, or foreclosure after the date of modification. Of the Company’s modifications at September 30, 2023, were modified within 12 months prior to default.
ACL on Unfunded Commitments
The following table presents the balance and activity in the ACL for unfunded commitments for the nine months ended September 30, 2023:
| Allowance for Credit Losses on Unfunded Commitments | ||||
| Balance, December 31, 2022 | $ | |||
| Adoption of ASU 2016-13 | ||||
| Provision for credit losses | ||||
| Balance, September 30, 2023 | $ | |||
Note 3: Securities
The amortized cost and estimated fair value of securities available for sale along with gross unrealized gains and losses as of the dates indicated are summarized as follows:
| September 30, 2023 | ||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Allowance for Credit Losses | Fair Value | ||||||||||||||||
| Available for Sale: | ||||||||||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | $ | |||||||||||||||
| U.S. Government agencies and corporations | ||||||||||||||||||||
| States and political subdivisions | ||||||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||||||
| Corporate debt securities | ||||||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2022 | ||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Available for Sale: | ||||||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | ||||||||||||
| U.S. Government agencies and corporations | ||||||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
No allowance for credit loss on securities available for sale was recorded as of September 30, 2023.
Accrued interest receivable on securities, included in accrued interest receivable on the Consolidated Balance Sheets, totaled $
The deferred tax asset for the net unrealized loss on securities available for sale was $
The amortized cost and fair value of single maturity securities available for sale at September 30, 2023, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities included in these totals are categorized by final maturity.
| September 30, 2023 | ||||||||
| Amortized Cost | Fair Value | |||||||
| Available for Sale: | ||||||||
| Due in one year or less | $ | $ | ||||||
| Due after one year through five years | ||||||||
| Due after five years through ten years | ||||||||
| Due after ten years | ||||||||
| Total securities available for sale | $ | $ | ||||||
Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that the individual securities have been in a continuous loss position, as of the dates indicated, follows.
| September 30, 2023 | ||||||||||||||||
| Less Than 12 Months | 12 Months or More | |||||||||||||||
| Fair | Unrealized | Fair | Unrealized | |||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | ||||||||||||
| U.S. Government agencies and corporations | ||||||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| Total temporarily impaired securities | $ | $ | $ | $ | ||||||||||||
| December 31, 2022 | ||||||||||||||||
| Less Than 12 Months | 12 Months or More | |||||||||||||||
| Fair | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | ||||||||||||
| U.S. Government agencies and corporations | ||||||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| Total temporarily impaired securities | $ | $ | $ | $ | ||||||||||||
The Company evaluates securities available for sale that are in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to the extent to which the fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.
At September 30, 2023, the Company had
Restricted Stock.
The Company holds restricted stock that is reported separately from available for sale securities. As a member of the Federal Reserve and the Federal Home Loan Bank of Atlanta (“FHLB”), NBB is required to maintain certain minimum investments in the common stock of those entities. Required levels of investment are based upon NBB’s capital and a percentage of qualifying assets. The Company purchases stock from or sells stock back to the correspondents based on their calculations. The stock is held by member institutions only and is not actively traded.
Redemption of FHLB stock is subject to certain limitations and conditions. At its discretion, the FHLB may declare dividends on the stock. In addition to dividends, NBB also benefits from its membership with FHLB through eligibility to borrow from the FHLB, using as collateral NBB’s capital stock investment in the FHLB and qualifying NBB real estate mortgage loans totaling $
Note 4: Defined Benefit Plan
The following tables present components of Net Periodic Benefit Cost for the periods indicated:
| Pension Benefits Three Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Service cost | $ | $ | ||||||
| Interest cost | ||||||||
| Expected return on plan assets | ( | ) | ( | ) | ||||
| Amortization of prior service cost | ||||||||
| Recognized net actuarial loss | ||||||||
| Net periodic benefit (income) cost | $ | ( | ) | $ | ||||
| Pension Benefits Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Service cost | $ | $ | ||||||
| Interest cost | ||||||||
| Expected return on plan assets | ( | ) | ( | ) | ||||
| Amortization of prior service cost | ||||||||
| Recognized net actuarial loss | ||||||||
| Net periodic benefit (income) cost | $ | ( | ) | $ | ||||
The service cost component of net periodic benefit cost is included in salaries and employee benefits expense in the Consolidated Statements of Income. All other components are included in other noninterest expense in the Consolidated Statements of Income. contributions to the defined benefit plan have been made during 2023.
Note 5: Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of the observable inputs and minimize the use of the unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:
| Level 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities. | |
| Level 2 – Valuation is based on observable inputs including: |
| ● | quoted prices in active markets for similar assets and liabilities, | |
| ● | quoted prices for identical or similar assets and liabilities in less active markets, | |
| ● | inputs other than quoted prices that are observable, and | |
| ● | model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market. |
| Level 3 – Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. |
Fair value is best determined by quoted market prices. However, in cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, fair value estimates may not be realized in an immediate settlement of the instrument. Accounting guidance for fair value excludes certain financial instruments and all nonfinancial instruments from disclosure requirements. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the consolidated financial statements.
Financial Instruments Measured at Fair Value on a Recurring Basis
Securities Available for Sale
Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). The carrying value of restricted Federal Reserve Bank of Richmond and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following tables. The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates indicated.
| September 30, 2023 | Fair Value Measurements Using | |||||||||||||||
| Description | Balance | Level 1 | Level 2 | Level 3 | ||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | ||||||||||||
| U.S. Government agencies and corporations | ||||||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
| December 31, 2022 | Fair Value Measurements Using | |||||||||||||||
| Description | Balance | Level 1 | Level 2 | Level 3 | ||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | ||||||||||||
| U.S. Government agencies and corporations | ||||||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
The Company’s securities portfolio is valued using Level 2 inputs. The Company relies on an independent third party vendor to provide market valuations. The inputs used to determine value include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. The third party vendor also monitors market indicators, industry activity and economic events as part of the valuation process. Central to the final valuation is the assumption that the indicators used are representative of the fair value of securities held within the Company’s portfolio. Level 2 inputs are subject to a certain degree of uncertainty and changes in these assumptions or methodologies in the future, if any, may impact securities fair value, deferred tax assets or liabilities, or expense.
Financial Instruments Measured at Fair Value on a Non-Recurring Basis
Certain financial instruments are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the consolidated financial statements.
Loans Held for Sale
Loans held for sale are carried at the lower of cost or fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis.
Collateral Dependent Loans
Loans that do not share risk characteristics with the rest of their class and that are collateral dependent are individually evaluated on a non-recurring basis using the fair value of collateral. If the fair value of the collateral is lower than the loan’s amortized cost basis, the shortfall is recognized in the ACLL. When repayment is expected from the operation of the collateral, fair value is estimated as the present value of expected cash flows from the operation of the collateral. When repayment is expected from the sale of the collateral, fair value is estimated using measurement techniques discussed below and discounted by the estimated cost to sell. The ACLL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.
For loans secured by real estate, fair value of collateral is determined by the “as-is” value of appraisals or third party evaluations that are less than 24 months of age. Appraisals are prepared by independent, licensed appraisers. Appraisals are based upon observable market data analyzed through an income or sales valuation approach. Valuation falls within Level 2 categorization. The Company may further discount appraisals for marketing strategies, which results in Level 3 categorization.
The value of business equipment is based upon an outside appraisal (Level 2) if deemed significant, or the net book value on the applicable business’ financial statements (Level 3) if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).
As of September 30, 2023, one consumer real estate loan with a balance of $
Other Real Estate Owned (“OREO”)
Certain assets such as OREO are measured at fair value less cost to sell. Valuation of OREO is determined using current appraisals from independent parties, a Level 2 input. The Company works with a realtor to determine the list price, which may be set at appraised value or at a different amount based on the realtor’s advice and management’s judgement of marketability. Discounts to appraisals for selling costs or for marketability result in a Level 3 estimate.
The following table summarizes the Company’s OREO that was measured at fair value on a nonrecurring basis as of the dates indicated.
| Date | Description | Balance | Level 1 | Level 2 | Level 3 | ||||||||||||
| September 30, 2023 | OREO, net of valuation allowance | $ | $ | $ | $ | ||||||||||||
| December 31, 2022 | OREO, net of valuation allowance | ||||||||||||||||
The following table presents information about OREO and Level 3 Fair Value Measurements as of the dates indicated.
| Date | Valuation Technique | Unobservable Input | Range (Weighted Average) | |||
| September 30, 2023 | Discounted appraised value | Selling cost | ||||
| September 30, 2023 | Discounted appraised value | Discount for lack of marketability | ||||
| December 31, 2022 | Discounted appraised value | Selling cost | ||||
| December 31, 2022 | Discounted appraised value | Discount for lack of marketability | ||||
At September 30, 2023 and December 31, 2022, the Company held a single OREO property, measured using appraised value, discounted for marketability and selling cost. During 2022, the Company reduced the list price as part of a marketing strategy and recorded an additional discount for marketability.
There is uncertainty in determining discounts to appraised value. If the final sale price is different from the list price, the amount of selling costs will also be different from those estimated. Future changes to marketability assumptions or updated appraisals may indicate a lower fair value, with a corresponding impact to net income. Ultimate proceeds from the sale of OREO property may be less than the estimated fair value, reducing net income.
Fair Value Summary
The following presents the recorded amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of the dates indicated. Fair values are estimated using the exit price notion.
| September 30, 2023 | ||||||||||||||||
| Recorded Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Cash and due from banks | $ | $ | $ | $ | ||||||||||||
| Interest-bearing deposits | ||||||||||||||||
| Securities available for sale, at fair value | ||||||||||||||||
| Restricted securities | ||||||||||||||||
| Mortgage loans held for sale | ||||||||||||||||
| Loans, net | ||||||||||||||||
| Accrued interest receivable | ||||||||||||||||
| Bank-owned life insurance | ||||||||||||||||
| Financial Liabilities: | ||||||||||||||||
| Deposits | $ | $ | $ | $ | ||||||||||||
| Accrued interest payable | ||||||||||||||||
| December 31, 2022 | ||||||||||||||||
| Recorded Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Financial Assets: | ||||||||||||||||
| Cash and due from banks | $ | $ | $ | $ | ||||||||||||
| Interest-bearing deposits | ||||||||||||||||
| Securities available for sale, at fair value | ||||||||||||||||
| Restricted securities | ||||||||||||||||
| Loans, net | ||||||||||||||||
| Accrued interest receivable | ||||||||||||||||
| Bank-owned life insurance | ||||||||||||||||
| Financial Liabilities: | ||||||||||||||||
| Deposits | $ | $ | $ | $ | ||||||||||||
| Accrued interest payable | ||||||||||||||||
Note 6: Components of Accumulated Other Comprehensive Loss
The following tables provide information about components of accumulated other comprehensive loss as of the dates indicated:
| Net Unrealized Loss on Securities | Adjustments Related to Pension Benefits | Accumulated Other Comprehensive Loss | ||||||||||
| Balance at June 30, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Unrealized holding loss on available for sale securities, net of tax of ($) | ( | ) | - | ( | ) | |||||||
| Balance at September 30, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Balance at June 30, 2023 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Unrealized holding loss on available for sale securities, net of tax of ($) | ( | ) | ( | ) | ||||||||
| Balance at September 30, 2023 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net Unrealized Gain (Loss) on Securities | Adjustments Related to Pension Benefits | Accumulated Other Comprehensive Loss | ||||||||||
| Balance at December 31, 2021 | $ | $ | ( | ) | $ | ( | ) | |||||
| Unrealized holding loss on available for sale securities, net of tax of ($) | ( | ) | - | ( | ) | |||||||
| Balance at September 30, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Balance at December 31, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Unrealized holding loss on available for sale securities, net of tax of ($) | ( | ) | ( | ) | ||||||||
| Reclassification adjustment, net of tax of $ | ||||||||||||
| Balance at September 30, 2023 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Note 7: Revenue Recognition
Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams such as service charges on deposit accounts, other service charges and fees, credit and debit card fees, trust income, and annuity and insurance commissions are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as financial guarantees, derivatives, and certain credit card fees are outside the scope of the guidance. Noninterest revenue streams within the scope of Topic 606 are discussed below.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, ATM fees, wire transfer fees, and other deposit account related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Wire transfer fees, overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.
Other Service Charges and Fees
Other service charges include safe deposit box rental fees, check ordering charges, and other service charges. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Check ordering charges are transactional based, and therefore the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.
Credit and Debit Card Fees
Credit and debit card fees are primarily comprised of interchange fee income and merchant services income. Interchange fees are earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa and MasterCard. Merchant services income mainly represents commission fees based upon merchant processing volume. The Company’s performance obligation for interchange fee income and merchant services income are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic 606, credit and debit card fee income is presented net of associated expense.
Trust Income
Trust income is primarily comprised of fees earned from the management and administration of trusts and estates and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Estate management fees are based upon the size of the estate. A partial fee is recognized half-way through the estate administration and the remainder of the fee is recognized when remaining assets are distributed and the estate is closed.
Insurance and Investment
Insurance income primarily consists of commissions received on insurance product sales. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy. Shortly after the insurance policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.
Investment income consists of recurring revenue streams such as commissions from sales of mutual funds and other investments. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined.
OREO Gains and Losses
The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the periods indicated.
| Three Months Ended September 30, | ||||||||
| Noninterest Income | 2023 | 2022 | ||||||
| In-scope of Topic 606: | ||||||||
| Service charges on deposit accounts | $ | $ | ||||||
| Other service charges and fees | ||||||||
| Credit and debit card fees, net | ||||||||
| Trust income | ||||||||
| Insurance and Investment (included within Other Income on the Consolidated Statements of Income) | ||||||||
| Noninterest Income (in-scope of Topic 606) | $ | $ | ||||||
| Noninterest Income (out-of-scope of Topic 606) | ||||||||
| Total noninterest income | $ | $ | ||||||
| Nine Months Ended September 30, | ||||||||
| Noninterest Income | 2023 | 2022 | ||||||
| In-scope of Topic 606: | ||||||||
| Service charges on deposit accounts | $ | $ | ||||||
| Other service charges and fees | ||||||||
| Credit and debit card fees, net | ||||||||
| Trust income | ||||||||
| Insurance and Investment (included within Other Income on the Consolidated Statements of Income) | ||||||||
| Noninterest Income (in-scope of Topic 606) | $ | $ | ||||||
| Noninterest Income (out-of-scope of Topic 606) | ||||||||
| Total noninterest income | $ | $ | ||||||
Note 8: Leases
The Company’s leases are recorded under ASC Topic 842, “Leases”. The Company examines its contracts to determine whether they are or contain a lease. A contract with a lease is further examined to determine whether the lease is a short-term, operating or finance lease. As permitted by ASC Topic 842, the Company elected not to capitalize short-term leases, defined by the standard as leases with terms of 12 months or less. The Company also elected the practical expedient not to separate non-lease components from lease components within a single contract.
Right-of-use assets and lease liabilities are recognized for operating and finance leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor. Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease.
Lease payments
Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term, or for variable lease payments, in the period in which the obligation was incurred. Payments for leases with terms longer than 12 months are included in the determination of the lease liability. Payments may be fixed for the term of the lease or variable. Variable payments result when the lease agreement includes a clause providing for escalation of lease payments at specified dates. If the escalation factor is known, such as a specified percentage increase per year or a stated increase at a specified time, the variable payment is included in the cash flows used to determine the lease liability. If the variable payment is based upon an unknown escalator, such as the consumer price index at a future date, the increase is not included in the cash flows used to determine the lease liability. One of the Company’s leases provides a known escalator that is included in the determination of the lease liability. The remaining leases do not have variable payments during the term of the lease.
Options to Extend, Residual Value Guarantees, and Restrictions and Covenants
Of the Company’s six operating leases as of September 30, 2023, four leases offer the option to extend the lease term. Two of the leases have two options of five years each and one lease has two options of three years each. Another lease has one option to extend the term for an additional five years. The Company exercised a previous option to extend this lease in 2020. At the time of capitalization, the Company was not reasonably certain whether it would exercise the options and did not include the time period in the calculation of the lease liability. The lease agreements provide that the lease payment will increase at the exercise date based on the Consumer Price Index for All Urban Consumers (“CPI-U”). Because the CPI-U at the exercise date is unknown, the increase is not included in the cash flows determining the lease liability. None of the Company’s leases provide for residual value guarantees and none provide restrictions or covenants that would impact dividends or require incurring additional financial obligations.
The contracts in which the Company is lessee are with parties external to the Company and not related parties. The Company’s lease right of use asset is included in other assets and the lease liability is included in other liabilities. The following tables present information about leases as of the dates and for the periods indicated:
| September 30, 2023 | December 31, 2022 | |||||||
| Lease liability | $ | $ | ||||||
| Right-of-use asset | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
| For the Three Months Ended September 30, | ||||||||
| Lease Expense | 2023 | 2022 | ||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
| Cash paid for amounts included in lease liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities commencing during the period | $ | $ | ||||||
| For the Nine Months Ended September 30, | ||||||||
| Lease Expense | 2023 | 2022 | ||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
| Cash paid for amounts included in lease liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities commencing during the period | $ | $ | ||||||
The following table presents a maturity schedule of undiscounted cash flows that contribute to the lease liability:
| Undiscounted Cash Flow for the Period | As of September 30, 2023 | |||
| Twelve months ending September 30, 2024 | $ | |||
| Twelve months ending September 30, 2025 | ||||
| Twelve months ending September 30, 2026 | ||||
| Twelve months ending September 30, 2027 | ||||
| Twelve months ending September 30, 2028 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | $ | |||
| Less: discount | ( | ) | ||
| Lease liability | $ | |||
The contracts in which the Company is lessee are not with related parties.
Note 9: Stock Based Compensation
The Company’s 2023 Stock Incentive Plan (“the Plan”) was approved by shareholders at the annual shareholder’s meeting on May 9, 2023. The Plan provides for the grant of various forms of stock-based compensation awards that may be settled in, or based upon the value of, the Company’s common stock. The maximum number of shares available for issuance under the Plan is
Restricted Stock Awards
Under the Plan, part of the June 2023 semi-annual retainer for non-employee directors was paid in restricted stock awards (“RSAs”). A summary of changes in the Company’s nonvested RSAs under the Plan for the three months ended September 30, 2023 follows:
| Shares | Weighted-Average Grant- Date Fair Value | |||||||
| Nonvested at July 1, 2023 | $ | |||||||
| Granted | ||||||||
| Nonvested at September 30, 2023 | $ | |||||||
The RSAs have a year vesting period. Expense for the RSAs will be recognized over the vesting period based on the fair value of the stock at the issue date. Stock based compensation expense charged against income was $
Note 10: Earnings Per Share
The factors used in the earnings per share computation for the periods indicated are presented below:
| For the Three Months Ended September 30, | ||||||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||||||
| $ in thousands, except per share amounts | Net Income (Numerator) | Common Shares1 (Denominator) | Per Share | Net Income (Numerator) | Common Shares1 (Denominator) | Per Share | ||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||
| Dilutive shares for restricted stock awards: | ||||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||
| For the Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||||||
| $ in thousands, except per share amounts | Net Income (Numerator) | Common Shares1 (Denominator) | Per Share | Net Income (Numerator) | Common Shares1 (Denominator) | Per Share | ||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||
| Dilutive shares for restricted stock awards: | ||||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||
| (1) | Weighted average outstanding |
RSA grants are disregarded in the computation of diluted earnings per share if they are determined to be anti-dilutive. There were no anti-dilutive RSAs for the three or nine month periods ended September 30, 2023.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
$ in thousands, except per share data
The purpose of this discussion and analysis is to provide information about the financial condition and results of operations of the Company. Please refer to the financial statements and other information included in this report as well as the Company’s 2022 Form 10-K for an understanding of the following discussion and analysis. References in the following discussion and analysis to “we” or “us” refer to the Company unless the context indicates that the reference is to the Bank.
Cautionary Statement Regarding Forward-Looking Statements
We make forward-looking statements in this Form 10-Q that are subject to significant risks and uncertainties. These forward-looking statements include statements regarding our profitability, liquidity, allowance for credit losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals, and are based upon management’s views and assumptions as of the date of this report. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements.
These forward-looking statements are based upon or are affected by factors that could cause our actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, effects of or changes in:
| ● |
interest rates, |
| ● |
national and local economic conditions, |
| ● |
monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Consumer Financial Protection Bureau and the Federal Deposit Insurance Corporation, and the impact of any policies or programs implemented pursuant to financial reform legislation, |
| ● |
unanticipated increases in the level of unemployment in the Company’s market, |
| ● |
the quality or composition of the loan and/or investment portfolios, |
| ● |
the sufficiency of the Company’s allowance for credit losses, |
| ● |
demand for loan products, |
| ● |
deposit flows, including impact on liquidity |
| ● |
competition, |
| ● |
demand for financial services in the Company’s market, |
| ● |
the real estate market conditions in the Company’s market, |
| ● |
laws, regulations and policies impacting financial institutions, |
| ● |
adverse developments in the financial industry generally, such as the recent bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer behavior, |
| ● |
technological risks and developments, and cyber-threats, attacks or events, |
| ● |
the Company’s technology initiatives, |
| ● |
geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, |
| ● |
the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events, |
| ● |
the Company's ability to identify, attract, and retain experienced management, relationship managers, and support personnel, particularly in a competitive labor environment, |
| ● |
performance by the Company’s counterparties or vendors, |
| ● |
applicable accounting principles, policies and guidelines, and |
| ● |
the impact of public health events, including the adverse impact on our business and operations and on our customers. |
These risks and uncertainties should be considered in evaluating the forward-looking statements contained in this report. We caution readers not to place undue reliance on those statements, which speak only as of the date of this report. This discussion and analysis should be read in conjunction with the description of our “Risk Factors” in Item 1A of the most recently filed Form 10-K.
Overview
NBI is a financial holding company that was organized in 1986 under the laws of Virginia and is registered under the Bank Holding Company Act of 1956. NBI common stock is listed on the Nasdaq Capital Market and is traded under the symbol “NKSH.”
NBI has two wholly-owned subsidiaries; the National Bank of Blacksburg and National Bankshares Financial Services, Inc. NBB is a community bank and does business as National Bank from 24 office locations and three loan production offices. NBB is the source of nearly all of the Company’s revenue. NBFS does business as National Bankshares Investment Services and National Bankshares Insurance Services. Income from NBFS is not significant at this time, nor is it expected to be so in the near future.
The Company is pleased to announce plans for a new branch in Roanoke, Virginia, expected to open in 2024. The full service branch will expand our already successful loan production office and enhance our service in the Roanoke Valley.
Critical Accounting Policies
The Company’s consolidated financial statements are prepared in accordance with GAAP. The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.
Critical accounting policies are most important to the portrayal of the Company’s financial condition or results of operations and require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. If conditions occur that differ from our assumptions, depending upon the severity of such differences, the Company’s financial condition or results of operations may be materially impacted. The Company designated as critical those policies governing the allowance for credit losses, goodwill and the pension plan. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. Please refer to the Company’s 2022 Form 10-K, Note 1: Summary of Significant Accounting Policies for information on these and other accounting policies. For information on the Company’s policies on the ACLL beginning with adoption of CECL on January 1, 2023, please refer to Note 1: General.
Cybersecurity
The Company considers cybersecurity risk to be one of the greatest risks to its business. We have deployed a multi-faceted approach to limit the risk and impact of unauthorized access to customer accounts and to information relevant to customer accounts. We use digital technology safeguards, internal policies and procedures, and employee training to reduce the exposure of our systems to cyber-intrusions. The Company also requires assurances from key vendors regarding their cybersecurity.
We control functionalities of online and mobile banking to reduce risk. We do not offer online account openings or loan originations. We do not permit customers to submit address changes through online banking, and we limit the dollar amount of online banking transfers to other banks. We require a special vetting process for commercial customers who wish to originate ACH transfers and for customers who submit wire requests through online banking.
Further, the Company has a program to identify, mitigate and manage its cybersecurity risks. The program includes penetration testing and vulnerability assessment, technological defenses such as antivirus software, patch management, firewall management, email and web protections, an intrusion prevention system, a cybersecurity insurance policy which covers some but not all losses arising from cybersecurity breaches, as well as ongoing employee training. The cost of these measures was $64 for the three months ended September 30, 2023 and $95 for the three months ended September 30, 2022. For the nine months ended September 30, 2023 and September 30, 2022, the expense was $192 and $282 respectively. These costs are included in various categories of noninterest expense.
However, it is not possible to fully eliminate exposure. The potential for financial and reputational losses due to cyber-breaches is increased by the possibility of human error, unknown system susceptibilities, and the rising sophistication of cyber-criminals to attack systems, disable safeguards and gain access to accounts and related information. We maintain insurance for these risks but insurance policies are subject to exceptions, exclusions and terms whose applications have not been widely interpreted in litigation. Accordingly, insurance can provide less than complete protection against the losses that result from cybersecurity breaches and pursuing recovery from insurers can result in significant expense. In addition, some risks such as reputational damage and loss of customer goodwill, which can result from cybersecurity breaches, cannot be insured against.
Non-GAAP Financial Measures
This report refers to certain financial measures that are computed under a basis other than GAAP (“non-GAAP”). The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The methodology for determining these non-GAP measures may differ among companies and are supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP. Details on non-GAAP measures follow.
Adjusted Return on Average Assets and Adjusted Return on Average Equity
The adjusted return on average assets and adjusted return on average equity are measures of profitability, calculated by annualizing net income and dividing by average year-to-date assets or equity, respectively. Larger nonrecurring income or expenses are not annualized, in order to reduce distortion within the ratios. The tables below present the reconciliation of adjusted annualized net income, which is not a measurement under GAAP, for the three and nine month periods ended September 30, 2023 and 2022.
| Three Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| Annualized Net Income |
||||||||
| Net income (GAAP) |
$ | 3,074 | $ | 6,162 | ||||
| Less: items deemed by management to be non-recurring: |
||||||||
| Provision recovery, net of tax of $84 for the period ended September 30, 2023 |
(317 | ) |
- | |||||
| Total non-recurring items |
(317 | ) |
- | |||||
| Adjusted net income |
$ | 2,757 | $ | 6,162 | ||||
| Adjusted net income, annualized |
$ | 10,938 | $ | 24,447 | ||||
| Add: total non-recurring items |
317 | - | ||||||
| Annualized net income for ratio calculation (non-GAAP) |
$ | 11,255 | $ | 24,447 | ||||
| Return on average assets (GAAP) |
0.77 | % |
1.41 | % |
||||
| Adjusted return on average assets (non-GAAP) |
0.71 | % |
1.41 | % |
||||
| Return on average equity (GAAP) |
9.63 | % |
17.61 | % |
||||
| Adjusted return on average equity (non-GAAP) |
8.89 | % |
17.61 | % |
||||
| Nine Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| Annualized Net Income |
||||||||
| Net income (GAAP) |
$ | 11,506 | $ | 16,622 | ||||
| Less: items deemed by management to be non-recurring: |
||||||||
| Partnership income net of tax of ($44) and ($77) for the periods ended September 30, 2023 and 2022, respectively (1) |
(164 | ) |
(290 | ) |
||||
| Loss on sale of securities, net of tax of $700 |
2,632 | - | ||||||
| Provision recovery, net of tax of $82 |
(307 | ) |
- | |||||
| Proxy contest-related expense, net of tax of $161 (2) |
607 | - | ||||||
| Gain on sale of investment, net of tax of ($624) |
(2,347 | ) |
- | |||||
| Gain on BOLI settlement (3) |
(1,037 | ) |
- | |||||
| Total non-recurring items |
(616 | ) |
(290 | ) |
||||
| Adjusted net income |
$ | 10,890 | $ | 16,332 | ||||
| Adjusted net income, annualized |
$ | 14,560 | $ | 21,836 | ||||
| Add: total non-recurring items |
616 | 290 | ||||||
| Annualized net income for ratio calculation (non-GAAP) |
$ | 15,176 | $ | 22,126 | ||||
| Return on average assets (GAAP) |
0.95 | % |
1.29 | % |
||||
| Adjusted return on average assets (non-GAAP) |
0.94 | % |
1.29 | % |
||||
| Return on average equity (GAAP) |
12.13 | % |
14.11 | % |
||||
| Adjusted return on average equity (non-GAAP) |
11.97 | % |
14.04 | % |
||||
| (1) |
Partnership income is included in other income in the Consolidated Statements of Income. |
| (2) |
Proxy contest-related expense is included in professional services in the Consolidated Statements of Income. |
| (3) |
Gain on BOLI investment is included in BOLI income in the Consolidated Statements of Income. |
Net Interest Margin
The Company uses the net interest margin to measure profit on interest generating activities, as a percentage of total interest-earning assets. The Company’s net interest margin is calculated on a fully taxable equivalent (“FTE”) basis. The portion of interest income that is nontaxable is grossed up to the tax equivalent by adding the tax benefit based on a tax rate of 21%. Annualized FTE net interest income is divided by total average earning assets to calculate the net interest margin. The following tables present the reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, for the periods indicated.
| Three Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| Net Interest Income, FTE |
||||||||
| Total interest income (GAAP) |
$ | 14,679 | $ | 13,155 | ||||
| FTE adjustment |
229 | 232 | ||||||
| Total interest income (non-GAAP) |
14,908 | 13,387 | ||||||
| Total interest expense (GAAP) |
6,039 | 753 | ||||||
| Net interest income, FTE (non-GAAP) |
$ | 8,869 | $ | 12,634 | ||||
| Average balance of interest-earning assets |
$ | 1,581,042 | $ | 1,697,254 | ||||
| Net interest margin |
2.23 | % |
2.95 | % |
||||
| Nine Months Ended September 30, |
Twelve Months Ended |
|||||||||||
| 2023 |
2022 |
December 31, 2022 |
||||||||||
| Net Interest Income, FTE |
||||||||||||
| Total interest income (GAAP) |
$ | 43,320 | $ | 36,127 | $ | 50,109 | ||||||
| FTE adjustment |
648 | 689 | 919 | |||||||||
| Total interest income (non-GAAP) |
43,968 | 36,816 | 51,028 | |||||||||
| Total interest expense (GAAP) |
14,517 | 2,055 | 3,083 | |||||||||
| Net interest income, FTE (non-GAAP) |
$ | 29,451 | $ | 34,761 | $ | 47,945 | ||||||
| Average balance of interest-earning assets |
$ | 1,605,202 | $ | 1,665,680 | $ | 1,667,191 | ||||||
| Net interest margin |
2.45 | % |
2.79 | % |
2.88 | % |
||||||
Further detail on the net interest margin is provided under the Net Interest Income discussion.
Efficiency Ratio
The efficiency ratio is computed by dividing noninterest expense by the sum of FTE net interest income and noninterest income, excluding certain items the Company’s management deems unusual or non-recurring. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. The components of the efficiency ratio calculation for the periods indicated are summarized in the following table.
| Three Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| Noninterest expense (GAAP) |
$ | 7,465 | $ | 6,736 | ||||
| Total Income for Efficiency Ratio |
||||||||
| Noninterest income (GAAP) |
2,115 | 2,140 | ||||||
| Net interest income, FTE (non-GAAP) |
8,869 | 12,634 | ||||||
| Total income for efficiency ratio (non-GAAP) |
$ | 10,984 | $ | 14,774 | ||||
| Efficiency ratio |
67.96 | % |
45.59 | % |
||||
| Nine Months Ended September 30, |
Twelve Months Ended |
|||||||||||
| 2023 |
2022 |
December 31, 2022 |
||||||||||
| Noninterest Expense for Efficiency Ratio |
||||||||||||
| Noninterest expense (GAAP) |
$ | 22,686 | $ | 19,660 | $ | 26,958 | ||||||
| Less: proxy contest-related expense |
(768 | ) |
- | - | ||||||||
| Noninterest expense for efficiency ratio (non-GAAP) |
$ | 21,918 | $ | 19,660 | $ | 26,958 | ||||||
| Total Income for Efficiency Ratio |
||||||||||||
| Noninterest income (GAAP) |
$ | 7,105 | $ | 6,543 | $ | 12,401 | ||||||
| Less: Loss on sale of securities |
3,332 | - | - | |||||||||
| Less: Gain on sale of investment |
(2,971 | ) |
- | (3,823 | ) |
|||||||
| Less: Gain on BOLI settlement |
(1,037 | ) |
- | - | ||||||||
| Noninterest income (non-GAAP) |
6,429 | 6,543 | 8,578 | |||||||||
| Net interest income, FTE (non-GAAP) |
29,451 | 34,761 | 47,945 | |||||||||
| Total income for efficiency ratio (non-GAAP) |
$ | 35,880 | $ | 41,304 | $ | 56,523 | ||||||
| Efficiency ratio |
61.09 | % |
47.60 | % |
47.69 | % |
||||||
Performance Summary
The following tables presents the Company’s key performance indicators for the three and nine month periods ended September 30, 2023 and September 30, 2022 and the year ended December 31, 2022.
| Three Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| Net Income |
$ | 3,074 | $ | 6,162 | ||||
| Return on average assets |
0.77 | % |
1.41 | % |
||||
| Adjusted return on average assets (1) |
0.71 | % |
1.41 | % |
||||
| Return on average equity |
9.63 | % |
17.61 | % |
||||
| Adjusted return on average equity (1) (2) |
8.89 | % |
17.61 | % |
||||
| Basic diluted earnings per share (2) |
$ | 0.52 | $ | 1.03 | ||||
| Fully diluted earnings per share (2) (4) |
$ | 0.52 | $ | 1.03 | ||||
| Net interest margin (1) |
2.23 | % |
2.95 | % |
||||
| Efficiency ratio (1) |
67.96 | % |
45.59 | % |
||||
| Nine Months Ended September 30, 2023 |
Nine Months Ended September 30, 2022 |
Twelve Months Ended December 31, 2022 |
||||||||||
| Net Income |
$ | 11,506 | $ | 16,622 | 25,932 | |||||||
| Return on average assets |
0.95 | % |
1.29 | % |
1.52 | % |
||||||
| Adjusted return on average assets (1) |
0.94 | % |
1.29 | % |
1.52 | % |
||||||
| Return on average equity |
12.13 | % |
14.11 | % |
17.81 | % |
||||||
| Adjusted return on average equity (1) (3) |
11.97 | % |
14.04 | % |
17.81 | % |
||||||
| Basic earnings per share (3) |
$ | 1.95 | $ | 2.77 | $ | 4.33 | ||||||
| Fully diluted earnings per share (3) (4) |
$ | 1.95 | $ | 2.77 | $ | 4.33 | ||||||
| Net interest margin (1) |
2.45 | % |
2.79 | % |
2.88 | % |
||||||
| Efficiency ratio (1) |
61.09 | % |
47.60 | % |
47.69 | % |
||||||
| (1) |
See “Non-GAAP Financial Measures” above. |
| (2) |
During the three months ended September 30, 2022, the Company repurchased 23,500 shares under its publicly announced stock repurchase plan. The repurchase reduced stockholders equity by $795. |
| (3) |
During the nine months ended September 30, 2022, the Company repurchased 106,662 shares under its publicly announced stock repurchase plan. The repurchase reduced stockholders equity by $3,724. |
| (4) |
During the second quarter of 2023, the Company granted 2,052 of restricted stock awards with a one year vesting period. |
Net income for the three and nine month periods ended September 30, 2023 decreased when compared with the three and nine month periods ended September 30, 2022. Results for 2023 reflected the impact of the Federal Reserve’s interest rate increases as well as key noninterest income and expense items that are discussed below. Results for the year ended December 31, 2022 included pre-tax income of $3,823 from the sale of a private equity investment.
Net Interest Income
The following tables show interest‑earning assets and interest‑bearing liabilities, the interest earned or paid, the average yield or rate on the daily average balance outstanding, net interest income and net yield on average interest‑earning assets for the periods indicated.
| Three Months Ended September 30, |
||||||||||||||||||||||||
| 2023 |
2022 |
|||||||||||||||||||||||
| Average |
Interest |
Average |
Average |
Interest |
Average |
|||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans (1)(2)(4)(5) |
$ | 843,546 | $ | 9,924 | 4.67 | % |
$ | 849,929 | $ | 8,900 | 4.15 | % |
||||||||||||
| Taxable securities (6)(7) |
640,578 | 4,084 | 2.53 | % |
683,490 | 3,425 | 1.99 | % |
||||||||||||||||
| Nontaxable securities (1)(6) |
64,415 | 461 | 2.84 | % |
74,670 | 556 | 2.95 | % |
||||||||||||||||
| Interest-bearing deposits |
32,503 | 439 | 5.36 | % |
89,165 | 506 | 2.25 | % |
||||||||||||||||
| Total interest-earning assets |
$ | 1,581,042 | $ | 14,908 | 3.74 | % |
$ | 1,697,254 | $ | 13,387 | 3.13 | % |
||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Interest-bearing demand deposits |
$ | 799,772 | $ | 4,358 | 2.16 | % |
$ | 936,368 | $ | 686 | 0.29 | % |
||||||||||||
| Savings deposits |
192,702 | 226 | 0.47 | % |
217,637 | 36 | 0.07 | % |
||||||||||||||||
| Time deposits |
163,476 | 1,452 | 3.52 | % |
78,198 | 31 | 0.16 | % |
||||||||||||||||
| Borrowings |
207 | 3 | 5.75 | % |
- | - | - | |||||||||||||||||
| Total interest-bearing liabilities |
$ | 1,156,157 | $ | 6,039 | 2.07 | % |
$ | 1,232,203 | $ | 753 | 0.24 | % |
||||||||||||
| Net interest income and interest rate spread |
$ | 8,869 | 1.67 | % |
$ | 12,634 | 2.89 | % |
||||||||||||||||
| Net yield on average interest‑earning assets |
2.23 | % |
2.95 | % |
||||||||||||||||||||
| Nine Months Ended September 30, |
||||||||||||||||||||||||
| 2023 |
2022 |
|||||||||||||||||||||||
| Average |
Interest |
Average |
Average |
Interest |
Average |
|||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans (1)(3)(4)(5) |
$ | 850,543 | $ | 29,068 | 4.57 | % |
$ | 829,133 | $ | 25,484 | 4.11 | % |
||||||||||||
| Taxable securities (6)(7) |
657,575 | 12,268 | 2.49 | % |
662,824 | 8,847 | 1.78 | % |
||||||||||||||||
| Nontaxable securities (1)(6) |
65,649 | 1,425 | 2.90 | % |
75,806 | 1,728 | 3.05 | % |
||||||||||||||||
| Interest-bearing deposits |
31,435 | 1,207 | 5.13 | % |
97,917 | 757 | 1.03 | % |
||||||||||||||||
| Total interest-earning assets |
$ | 1,605,202 | $ | 43,968 | 3.66 | % |
$ | 1,665,680 | $ | 36,816 | 2.96 | % |
||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Interest-bearing demand deposits |
$ | 834,575 | $ | 10,846 | 1.74 | % |
$ | 911,926 | $ | 1,839 | 0.27 | % |
||||||||||||
| Savings deposits |
200,170 | 506 | 0.34 | % |
216,691 | 111 | 0.07 | % |
||||||||||||||||
| Time deposits |
131,398 | 2,865 | 2.92 | % |
79,981 | 105 | 0.18 | % |
||||||||||||||||
| Borrowings |
8,287 | 300 | 4.84 | % |
- | - | - | |||||||||||||||||
| Total interest-bearing liabilities |
$ | 1,174,430 | $ | 14,517 | 1.65 | % |
$ | 1,208,598 | $ | 2,055 | 0.23 | % |
||||||||||||
| Net interest income and interest rate spread |
$ | 29,451 | 2.01 | % |
$ | 34,761 | 2.73 | % |
||||||||||||||||
| Net yield on average interest‑earning assets |
2.45 | % |
2.79 | % |
||||||||||||||||||||
| (1) |
Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 21%. |
| (2) |
Included in interest income are loan fees of $56 and $82 for the three months ended September 30, 2023 and 2022, respectively. |
| (3) |
Included interest income are loan fees of $162 and $195 for the nine months ended September 30, 2023 and 2022, respectively. |
| (4) |
Nonaccrual loans are included in average balances for yield computations. |
| (5) |
Includes loans held for sale. |
| (6) |
Daily averages are shown at amortized cost. |
| (7) |
Includes restricted stock. |
The 525 basis point increase in the Federal Reserve’s benchmark interest rate between March 2022 and July 2023 expanded the yield on earning assets when the three months and nine month periods ended September 30, 2023 and September 30, 202 are compared. Many of the Company’s loans are adjustable with repricing dates in the future. If rates remain at the current level or increase, repricing will continue to contribute to improved interest income.
The rapidity and magnitude of the Federal Reserve’s rate increases stimulated competition for deposits that resulted in higher cost of funds and compressed net interest margin when results for 2023 are compared with 2022. The Company continuously monitors its deposit base and funding costs. Further information on the Company’s funds management and deposit strategy is discussed under the Deposits section below.
Noninterest Income
| Three Months Ended September 30, |
||||||||||||
| 2023 |
2022 |
Percent Change |
||||||||||
| Service charges on deposits |
$ | 642 | $ | 661 | (2.87 | )% |
||||||
| Other service charges and fees |
151 | 51 | 196.08 | % |
||||||||
| Credit and debit card fees, net |
395 | 448 | (11.83 | )% |
||||||||
| Trust income |
505 | 492 | 2.64 | % |
||||||||
| BOLI income |
253 | 239 | 5.86 | % |
||||||||
| Gain on sale of mortgage loans |
22 | 40 | (45.00 | )% |
||||||||
| Other income |
147 | 209 | (29.67 | )% |
||||||||
| Total noninterest income |
$ | 2,115 | $ | 2,140 | (1.17 | )% |
||||||
| Nine Months Ended September 30, |
||||||||||||
| 2023 |
2022 |
Percent Change |
||||||||||
| Service charges on deposits |
$ | 1,871 | $ | 1,826 | 2.46 | % |
||||||
| Other service charges and fees |
253 | 157 | 61.15 | % |
||||||||
| Credit and debit card fees, net |
1,276 | 1,423 | (10.33 | )% |
||||||||
| Trust income |
1,431 | 1,374 | 4.15 | % |
||||||||
| BOLI income |
1,771 | 718 | 146.66 | % |
||||||||
| Gain on sale of mortgage loans |
93 | 136 | (31.62 | )% |
||||||||
| Gain on sale of investment |
2,971 | - | 100.00 | % |
||||||||
| Other income |
771 | 909 | (15.18 | )% |
||||||||
| Loss on sale of securities |
(3,332 | ) |
- | (100.00 | )% |
|||||||
| Total noninterest income |
$ | 7,105 | $ | 6,543 | 8.59 | % |
||||||
Noninterest income decreased slightly when the three months ended September 30, 2023 are compared with the three months ended September 30, 2022, but increased when the nine month periods are compared. Information on key drivers follows.
Service charges on deposits include fees for non-sufficient funds and overdrafts. During the third quarter of 2023, the Company modified its policy to exempt from charge small overdrafts on deposit accounts, and small items that overdraw deposit accounts. The policy change is intended to address recent industry-wide regulatory comments and build goodwill with the Company’s deposit base.
The increase from 2022 in other service charges and fees reflected a loan transaction-related fee recorded during the three months ended September 30, 2023. Lower volume in both credit and debit card activity and in mortgage origination decreased the related income, when results for 2023 are compared with those of 2022.
During the second quarter of 2023, the Company recognized a gain on the sale of its VISA Class B securities, as well as a gain of $1,037 included in BOLI income above from the settlement of a policy. The Company also recorded a loss on the sale of securities during the second quarter. The sale of securities is discussed in more detail under the Securities section below.
Noninterest Expense
| Three Months Ended September 30, |
||||||||||||
| 2023 |
2022 |
Percent Change |
||||||||||
| Salaries and employee benefits |
$ | 4,462 | $ | 4,144 | 7.67 | % |
||||||
| Occupancy, furniture and fixtures |
547 | 476 | 14.92 | % |
||||||||
| Data processing and ATM |
978 | 774 | 26.36 | % |
||||||||
| FDIC assessment |
190 | 114 | 66.67 | % |
||||||||
| Net costs of other real estate owned |
14 | 68 | (79.41 | )% |
||||||||
| Franchise taxes |
339 | 375 | (9.60 | )% |
||||||||
| Professional services |
251 | 254 | (1.18 | )% |
||||||||
| Other operating expenses |
684 | 531 | 28.81 | % |
||||||||
| Total noninterest expense |
$ | 7,465 | $ | 6,736 | 10.82 | % |
||||||
| Nine Months Ended September 30, |
||||||||||||
| 2023 |
2022 |
Percent Change |
||||||||||
| Salaries and employee benefits |
$ | 13,361 | $ | 12,133 | 10.12 | % |
||||||
| Occupancy, furniture and fixtures |
1,500 | 1,432 | 4.75 | % |
||||||||
| Data processing and ATM |
2,730 | 2,354 | 15.97 | % |
||||||||
| FDIC assessment |
561 | 336 | 66.96 | % |
||||||||
| Net costs of other real estate owned |
29 | 78 | (62.82 | )% |
||||||||
| Franchise taxes |
1,072 | 1,108 | (3.25 | )% |
||||||||
| Professional services |
1,555 | 693 | 124.39 | % |
||||||||
| Other operating expenses |
1,878 | 1,526 | 23.07 | % |
||||||||
| Total noninterest expense |
$ | 22,686 | $ | 19,660 | 15.39 | % |
||||||
Noninterest expense increased when the three and nine months ended September 30, 2023 are compared with the same periods of 2022. Information on key drivers follows.
The Company increased its base compensation during 2022 in order to attract and retain talent, which is reflected in 2023 salaries and employee benefits expense. Occupancy, furniture and fixtures expense includes annual increases to lease expense based upon inflation measures and also higher depreciation and utilities expense. Data processing and ATM expense reflects support for new products and investment in new technology. FDIC insurance expense increased due to an increase in the FDIC’s general assessment rate from 2022 to 2023. Professional services include legal and other expenses for the Company’s response to a threatened proxy contest from an activist shareholder during 2023, which amounted to $768 for the nine months ended September 30, 2023. The Company does not anticipate any further material expense for this matter. Pension non-service cost, which is included in other operating expense, increased $87 and $261, respectively, when three and nine month periods ended September 30, 2023 and September 30, 2022 are compared. The expense is determined by actuarial calculations.
Income Tax
The Company’s effective tax rate was 16.72% and 18.43% for the three month periods ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, the Company’s effective tax rate was 15.47% and 17.95%, respectively. The Company’s effective tax rate is lower than the statutory rate of 21% due to investments in tax-advantaged loans and securities, and in 2023, the gain from settlement of a BOLI policy.
Asset Quality
Key indicators of the Company’s asset quality are presented in the following table.
| September 30, 2023 |
September 30, 2022 |
December 31, 2022 |
||||||||||
| Nonaccrual loans |
$ | 2,981 | $ | 2,888 | $ | 2,847 | ||||||
| Loans past due 90 days or more, and still accruing |
31 | 48 | 8 | |||||||||
| Other real estate owned |
662 | 907 | 662 | |||||||||
| ACLL to loans net of unearned income and deferred fees and costs |
1.20 | % |
0.96 | % |
0.96 | % |
||||||
| Net charge-off ratio |
0.00 | % |
0.03 | % |
0.02 | % |
||||||
| Ratio of nonperforming assets to loans, net of unearned income and deferred fees and costs, plus other real estate owned |
0.43 | % |
0.44 | % |
0.41 | % |
||||||
| Ratio of ACLL to nonperforming loans |
341.53 | % |
284.18 | % |
288.90 | % |
||||||
The Company adopted the CECL model on January 1, 2023, resulting in an increase to the Allowance for Credit Losses for Loans (“ACLL”) of $2,342, from $8,225 at December 31, 2022. For information on the Company’s policies on the ACLL, please refer to Note 1: General of this Form 10-Q. For information on the Company’s application of previous GAAP in determining the allowance for loan losses, please refer to the Company’s 2022 Form 10-K, Note 1: Summary of Significant Accounting Policies.
The Company’s risk analysis under the CECL model at September 30, 2023 determined an ACLL of $10,181, or 1.20% of loans net of unearned income and deferred fees and costs. This compares with an allowance of $8,225 as of December 31, 2022, or 0.96% of loans. The allowance for loan losses at September 30, 2022 was $8,207 or 0.96% of loans. To determine the appropriate level of the ACLL, the Company considers credit risk for individually evaluated loans and for groups of loans evaluated collectively.
Individually Evaluated Loans
Individually evaluated loans were $10,658 as of September 30, 2023, an increase from $3,032 as of December 31, 2022. The increase was due to a change in the way that the Company identifies individually evaluated loans under CECL. Please refer to Note 1: General for information on the Company’s identification of individually evaluated loans. As of September 30, 2023, one individually evaluated loan was collateral dependent but was adequately collateralized and did not result in an individual allocation. The remaining individually evaluated loans were measured using the DCF method, resulting in an allocation of $875.
Collectively Evaluated Loans
Collectively evaluated loans totaled $838,759, with an ACLL of $9,306 as of September 30, 2023. At December 31, 2022, collectively evaluated loans totaled $850,161, with an allowance of $8,225.
Collectively evaluated loans are divided into pools based upon risk characteristics. Utilizing historical loss information, the Company calculates a probability of default and loss given default for each pool, which is adjusted for a reasonable and supportable forecast. Loan pools are allocated additional loss estimates based upon the Company’s analysis of qualitative factors including economic measures, asset quality indicators, loan characteristics, and changes to internal Company policies and management.
Reasonable and Supportable Forecast
To estimate cash flows, the Company adjusted its historical loss information with a forecast of the national unemployment rate. The forecast applied at September 30, 2023 projects that unemployment will rise over the next 12 months, which increases the loss estimate. The Company determined that 12 months represents a reasonable and supportable forecast period as of September 30, 2023, and set a period of 12 months to revert to historical losses on a straight-line basis.
Qualitative Factors: Economic
The Company sources economic data pertinent to its market from the most recently available publications, including business and personal bankruptcy filings, the residential vacancy rate and the inventory of new and existing homes.
Higher bankruptcy filings indicate heightened credit risk and increase the ACLL, while lower bankruptcy filings have a beneficial impact on credit risk. Compared with data available at December 31, 2022, business and personal bankruptcy filings increased.
Residential vacancy rates and housing inventory impact the Company’s residential construction customers and the consumer real estate market. Higher levels increase credit risk. The residential vacancy rate available at September 30, 2023 improved from the data incorporated into the December 31, 2022 calculation, resulting in a lower allocation. Housing data available as of September 30, 2023 showed higher inventory than at December 31, 2022, resulting in a higher allocation.
Qualitative Factors: Asset Quality Indicators
Accruing past due loans are analyzed at the class level and compared with previous levels. Increases in past due loans indicate heightened credit risk. Accruing loans past due 30-89 days were 0.14% of total loans at September 30, 2023, a decrease from 0.16% at December 31, 2022.
Qualitative Factors: Other Considerations
The Company considers other factors that impact credit risk, including the interest rate environment, the competitive, legal and regulatory environments, changes in lending policies and loan review, changes in lending management, and high risk loans.
The interest rate environment impacts variable rate loans. The Federal Reserve’s aggressive interest rate increases beginning in March 2022 have increased payments on certain adjustable rate loans, which may increase credit risk. The Company allocates additional reserve each time the Federal Reserve increases rates. After the rate increase has been in effect for one year, the allocation may be removed under the assumption that the impact of the change has become integrated to the portfolio. For the calculation as of September 30, 2023, the Company removed allocations for interest rate increases that occurred between March and September 2022.
The competitive, legal and regulatory environments were evaluated for changes that would affect credit risk. Higher competition for loans increases credit risk, while lower competition decreases credit risk. Competition remained at similar levels to those at December 31, 2022. The legal and regulatory environments also remain in a similar posture to December 31, 2022.
Lending policies, loan review procedures and management’s experience influence credit risk. Except for the adoption of CECL, policies and procedures remain similar to those at December 31, 2022. The Company added an allocation for the retirement of a long term credit administration manager.
Levels of high risk loans are considered in the determination of the level of the ACLL. A decrease in the level of high risk loans within a class decreases the required allocation for the loan class, and an increase in the level of high risk loans within a class increases the required allocation for the loan class. Total high risk loans increased from the level at December 31, 2022, resulting in an increased allocation.
Unallocated Surplus
The unallocated surplus as of September 30, 2023 is $485, or 5.00% in excess of the calculated requirement. The unallocated surplus at December 31, 2022 was $179, or 2.23% in excess of the calculated requirement. The surplus provides some mitigation of current economic uncertainty that may impact credit risk.
Conclusion
The calculation of the appropriate level for the ACLL incorporates analysis of multiple factors and requires management’s prudent and informed judgment. The Company augmented the calculated requirement with an unallocated surplus. Based on analysis of historical indicators, asset quality and economic factors, management believes the level of ACLL is reasonable for the credit risk in the loan portfolio as of September 30, 2023.
(Recovery of) Provision for Credit Losses
The calculation of the ACLL resulted in a recovery of previously recognized provision of $401 for the three month period ended September 30, 2023, compared with a provision of $252 for the three month period ended September 30, 2022. The recovery for the nine month period ended September 30, 2023 was $389, compared with provision of $696 for the nine months ended September 30, 2022. The recovery in 2023 reflected reversal of allocations for interest rate increases taken in 2022, forecast projections for lower unemployment than that forecasted at December 31, 2022, a slight decrease in total loans, and changes in factors detailed in “Asset Quality” above.
Loan Modifications
In the ordinary course of business the Company modifies loan terms on a case-by-case basis for a variety of reasons. Modifications may include rate reductions, payment extensions of varying lengths of time, a change in amortization term or method or other arrangements. Modifications to consumer loans generally involve short-term payment extensions to accommodate specific, temporary circumstances. Modifications to commercial loans may include, but are not limited to, changes in interest rate, maturity, amortization and financial covenants.
The Company reviews modifications to determine whether the borrower is experiencing financial difficulty, including indicators of default, bankruptcy, going concern, insufficient projected cash flows and inability to obtain financing from other sources. If a modification is made to a borrower experiencing financial difficulty, the loan’s risk rating is downgraded to special mention or classified, resulting in individual evaluation for the ACL. During the nine months ended September 30, 2023, the Company modified one loan totaling $6,396 for a borrower who was experiencing financial difficulty. The loan was individually evaluated for the ACLL as of September 30, 2023.
Modifications for Borrowers Who Were Not Experiencing Financial Difficulty
During the three and nine month periods ended September 30, 2023 and 2022, the Company modified loans in the normal course of business for borrowers who were not experiencing financial difficulty. During the three months ended September 30, 2023, the Company modified 186 loans totaling $23,054. During the nine months ended September 30, 2023, the Company modified 581 loans totaling $65,089. During the three months ended September 30, 2022, the Company provided 187 modifications to loans totaling $27,389. For the nine months ended September 30, 2022, the Company provided 652 modifications to loans totaling $101,347.
Other Real Estate Owned
As of September 30, 2023, OREO of $662 is comprised of one construction property. One loan secured by real estate of $7 was in process of foreclosure, which may increase OREO in future quarters. It is not possible to accurately predict the future total of OREO because property sold at foreclosure may be acquired by third parties and OREO properties are regularly marketed and sold. The Company continues to monitor risk levels within the loan portfolio. If the Company’s market experiences an economic downturn, real estate values could decline and foreclosure activity could increase. A decline in value may result in loss recognition for OREO, while an increase in foreclosures may increase the number of OREO properties.
Key Assets and Liabilities
NBI’s key assets and liabilities and their change from December 31, 2022 are shown in the following table.
| September 30, 2023 |
December 31, 2022 |
Percent Change |
||||||||||
| Interest-bearing deposits |
$ | 40,353 | $ | 59,026 | (31.64 | )% |
||||||
| Securities available for sale, at fair value |
591,552 | 656,852 | (9.94 | )% |
||||||||
| Loans, net |
838,794 | 844,519 | (0.68 | )% |
||||||||
| Total assets |
1,591,902 | 1,677,551 | (5.11 | )% |
||||||||
| Deposits |
1,465,000 | 1,542,725 | (5.04 | )% |
||||||||
Average Balances
Year-to-date daily averages for the major balance sheet categories are as follows:
| Assets |
September 30, 2023 |
December 31, 2022 |
Percent Change |
|||||||||
| Interest-bearing deposits |
$ | 31,435 | $ | 88,963 | (64.67 | )% |
||||||
| Securities available for sale, at fair value |
627,908 | 683,183 | (8.09 | )% |
||||||||
| Loans, net |
839,764 | 825,110 | 1.78 | % |
||||||||
| Total assets |
1,614,757 | 1,705,614 | (5.33 | )% |
||||||||
| Liabilities and stockholders’ equity |
||||||||||||
| Noninterest-bearing demand deposits |
$ | 302,568 | $ | 338,269 | (10.55 | )% |
||||||
| Interest-bearing demand deposits |
834,575 | 910,989 | (8.39 | )% |
||||||||
| Savings deposits |
200,170 | 216,414 | (7.51 | )% |
||||||||
| Time deposits |
131,398 | 77,686 | 69.14 | % |
||||||||
| Stockholders’ equity |
126,792 | 145,641 | (12.94 | )% |
||||||||
Increased competition resulted in decreased customer deposits and reduced the funds available for the Company to invest in interest bearing deposits. Changes in securities, loans, deposits and stockholders’ equity are discussed below.
Securities
| September 30, 2023 |
December 31, 2022 |
Percent Change |
||||||||||
| Amortized cost |
$ | 702,083 | $ | 759,917 | (7.61 | )% |
||||||
| Unrealized loss |
(110,531 | ) |
(103,065 | ) |
(7.24 | )% |
||||||
| Securities available for sale, at fair value |
$ | 591,552 | $ | 656,852 | (9.94 | )% |
||||||
As part of its interest rate risk management, the Company periodically evaluates its position in financial assets. During the first half of 2023, the Company strategically selected and sold securities with an amortized cost of $46,850, realizing a loss of $3,332. The strategy for the sales prioritized enhancement of long-term earnings. Though not a primary objective, proceeds from the sales also bolstered liquidity. There were no sales of securities during 2022.
Securities available for sale are presented at fair value as of each reporting date. Most of the Company’s securities were purchased during periods prior to the Federal Reserve’s interest rate increases that began in March of 2022. The fair value of bonds moves inversely to interest rate changes, as well as expectations of interest rate changes. The Company’s Asset Liability Management Committee is closely monitoring interest rate risk on all of the Company’s financial assets and liabilities. At this time, there are no credit risk concerns on securities available for sale and no associated ACL. Please refer to Note 1: General and Note 3: Securities for additional information.
Loans
| September 30, 2023 |
December 31, 2022 |
Percent Change |
||||||||||
| Real estate construction |
$ | 64,181 | $ | 54,579 | 17.59 | % |
||||||
| Consumer real estate |
226,671 | 221,052 | 2.54 | % |
||||||||
| Commercial real estate |
424,765 | 437,888 | (3.00 | )% |
||||||||
| Commercial non real estate |
42,940 | 57,652 | (25.52 | )% |
||||||||
| Public sector and IDA |
51,591 | 48,074 | 7.32 | % |
||||||||
| Consumer non real estate |
39,269 | 33,948 | 15.67 | % |
||||||||
| Less: unearned income and deferred fees and costs |
(442 | ) |
(449 | ) |
(1.56 | )% |
||||||
| Loans, net of unearned income and deferred fees and costs |
$ | 848,975 | $ | 852,744 | (0.44 | )% |
||||||
Loans decreased slightly from December 31, 2022, as higher interest rates decreased demand. The Company is positioned to continue to make every loan that meets its underwriting standards.
Deposits
| September 30, 2023 |
December 31, 2022 |
Percent Change |
||||||||||
| Noninterest-bearing demand deposits |
$ | 303,166 | $ | 327,713 | (7.49 | )% |
||||||
| Interest-bearing demand deposits |
789,148 | 933,269 | (15.44 | )% |
||||||||
| Saving deposits |
184,801 | 214,114 | (13.69 | )% |
||||||||
| Time deposits |
187,885 | 67,629 | 177.82 | % |
||||||||
| Total deposits |
$ | 1,465,000 | $ | 1,542,725 | (5.04 | )% |
||||||
Competition for deposits began impacting the Company during the latter part of 2022 and has continued during 2023. The Company implemented competitive pricing on CDs, raised offering rates on other deposits and negotiated with depositors to strengthen the deposit base, at costs well below the cost of borrowing.
The Company’s depositors within its market area are diverse, including individuals, businesses and municipalities. The Company does not have any brokered deposits. Depositors are insured up to the FDIC maximum of $250 thousand. Municipal deposits, which account for approximately 24% of the Company’s deposits, have additional security from bonds pledged as collateral, in accordance with state regulation. Of the Company’s non-municipal deposits, approximately 20% are uninsured.
Capital Resources
| September 30, 2023 |
December 31, 2022 |
Percent Change |
||||||||||
| Common stock and additional paid in capital |
$ | 7,383 | $ | 7,362 | 0.29 | % |
||||||
| Retained earnings |
198,394 | 199,091 | (0.35 | )% |
||||||||
| Accumulated other comprehensive loss |
(89,664 | ) |
(83,766 | ) |
(7.04 | )% |
||||||
| Total stockholders’ equity |
$ | 116,113 | $ | 122,687 | (5.36 | )% |
||||||
The decrease in stockholders’ equity reflects an increase in the unrealized loss on securities available for sale, the adoption of CECL at January 1, 2023, payment of a special one-time cash dividend and the Company’s normal semi-annual dividend, partially offset by net income for the nine months ended September 30, 2023.
The Company’s stockholders approved a new equity compensation plan at the annual meeting held in May 2023. Under the plan, part of the June 2023 semi-annual retainer for non-employee directors was paid in a restricted stock grant. The equity compensation plan aims to align decision making with long-term value creation for the Company’s shareholders.
The Company qualifies as a small bank holding company under the Federal Reserve’s Small Bank Holding Company Policy Statement, which exempts bank holding companies with less than $3 billion in assets from reporting consolidated regulatory capital ratios and from minimum regulatory capital requirements. NBB is subject to various capital requirements administered by banking agencies, including an additional capital conservation buffer in order to make capital distributions or discretionary bonus payments. Risk-based capital ratios are calculated in compliance with OCC rules based on the Basel III Capital Rules. The Bank’s ratios are well above the required minimums as of September 30, 2023. Risk based capital ratios for NBB are shown in the following tables.
| NBB |
Regulatory Capital Minimum Ratios |
Regulatory Capital Minimum Ratios with Capital Conservation Buffer |
||||||||||
| Common Equity Tier I Capital Ratio |
17.83 | % |
4.50 | % |
7.00 | % |
||||||
| Tier I Capital Ratio |
17.83 | % |
6.00 | % |
8.50 | % |
||||||
| Total Capital Ratio |
18.79 | % |
8.00 | % |
10.50 | % |
||||||
| Leverage Ratio |
11.71 | % |
4.00 | % |
4.00 | % |
||||||
Liquidity
Liquidity measures the Company’s ability to meet its financial commitments at a reasonable cost. Demands on the Company’s liquidity include funding additional loan demand and accepting withdrawals of existing deposits. The Company has diverse liquidity sources, including customer and purchased deposits, customer repayments of loan principal and interest, sales, calls and maturities of securities, Federal Reserve discount window borrowing, short-term borrowing, and FHLB advances. Periodically during 2023, the Company accessed FHLB borrowings to reinforce liquidity. The advances were fully repaid, due to the success of the Company’s deposit strategy. As of September 30, 2023, the Company did not have purchased deposits, discount window borrowings or short-term borrowings.
The Company considers its security portfolio for typical liquidity needs, within accounting, legal and strategic parameters. Portions of the securities portfolio are pledged to meet state requirements for public funds deposits. Discount window borrowings also require pledged securities. Increased/decreased liquidity from public funds deposits or discount window borrowings results in increased/decreased liquidity from pledging requirements. The Company monitors public funds pledging requirements and unpledged available for sale securities accessible for liquidity needs.
Regulatory capital levels determine the Company’s ability to use purchased deposits and the Federal Reserve discount window. As of September 30, 2023, the Company is considered well capitalized and does not have any restrictions on purchased deposits or borrowing ability at the Federal Reserve discount window.
As of September 30, 2023, the Company had $301,515 of borrowing capacity from the FHLB and an unsecured federal funds line of credit with an unaffiliated bank of $10,000, with no amounts advanced against those lines. Additionally, the Company had $176,210 of unused capacity at the Federal Reserve Bank discount window.
The Company monitors factors that may increase its liquidity needs. Some of these factors include deposit trends, large depositor activity, maturing deposit promotions, interest rate sensitivity, maturity and repricing timing gaps between assets and liabilities, the level of unfunded loan commitments and loan growth. As of September 30, 2023, the Company’s liquidity is sufficient to meet projected trends.
To monitor and estimate liquidity levels, the Company performs stress testing under varying assumptions on credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows. The Company’s Contingency Funding Plan sets forth avenues for rectifying liquidity shortfalls. As of September 30, 2023, the analysis indicated adequate liquidity under the tested scenarios.
The Company utilizes several other strategies to maintain sufficient liquidity. Loan and deposit growth are managed to keep the loan to deposit ratio within the Company’s internally-set target range. As of September 30, 2023, the loan to deposit ratio was 57.95%. The investment strategy takes into consideration the term of the investment, and securities in the available for sale portfolio are laddered based upon projected funding needs.
Off-Balance Sheet Arrangements
In the normal course of business, NBB extends lines of credit and letters of credit to its customers. Depending on their needs, customers may draw upon lines of credit at any time in any amount up to a pre-approved limit. Financial letters of credit guarantee payments to facilitate customer purchases. Performance letters of credit guarantee payment if the customer fails to complete a specific obligation.
While it would be possible for customers to fully draw on approved lines of credit and for beneficiaries to call all letters of credit, historically this has not occurred. In the event of a sudden and substantial draw on these lines, the Company would be able to access multiple options, including its lines of credit with correspondents, raising additional deposits, or selling securities available for sale or loans. The Company estimates an ACL on unfunded loan commitments under the CECL model.
The Company sells mortgages on the secondary market. Our agreement with the purchaser provides for strict underwriting and documentation requirements. Violation of the representations and warranties of the agreement would entitle the purchaser to recourse provisions. The Company has determined that its risk in this area is not significant because of a low volume of secondary market mortgage loans and high underwriting standards. The Company estimates a potential loss reserve for recourse provisions that is not material as of September 30, 2023. To date, no recourse provisions have been invoked. If funds were needed, the Company would access the same sources as noted above for funding lines and letters of credit. There were no material changes in off-balance sheet arrangements during the nine months ended September 30, 2023.
Contractual Obligations
The Company had no finance lease or purchase obligations and no long-term debt at September 30, 2023.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective as of September 30, 2023 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Because of the inherent limitations in all control systems, the Company believes that no system of controls, no matter how well designed and operated, can provide absolute assurance that all control issues have been detected.
Other Information
There are no pending or threatened legal proceedings to which the Company or any of its subsidiaries is a party or to which the property of the Company or any of its subsidiaries is subject that, in the opinion of management, may materially impact the financial condition of the Company.
Please refer to the “Risk Factors” previously disclosed in Item 1A of our 2022 Annual Report on Form 10-K and the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” in Part I. Item 2 of this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
Index of Exhibits
| Exhibit No. |
Description |
||
| 3(i) |
Amended and Restated Articles of Incorporation of National Bankshares, Inc. |
(incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on March 16, 2006) |
|
| 3(ii) |
(incorporated herein by reference to Exhibit 3(ii) of the Form 8-K filed on January 11, 2023) |
||
| 4 |
Specimen copy of certificate for National Bankshares, Inc. common stock |
(incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10-K for fiscal year ended December 31, 1993) |
|
| 10 |
(incorporated by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 9, 2023, filed on March 24, 2023) |
||
| +31(i) |
Filed herewith |
||
| +31(ii) |
Filed herewith |
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| +32(i) |
18 U.S.C. Section 1350 Certification of Chief Executive Officer |
Filed herewith |
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| +32(ii) |
18 U.S.C. Section 1350 Certification of Chief Financial Officer |
Filed herewith |
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| +101 |
The following materials from National Bankshares, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2023 are formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith: (i) Consolidated Balance Sheets at September 30, 2023 and December 31, 2022; (ii) Consolidated Statements of Income for the three and nine month periods ended September 30, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2023 and 2022; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and nine month periods ended September 30, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2023 and 2022; and (vi) Notes to Consolidated Financial Statements. |
Filed herewith |
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| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
Filed herewith |
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 thereunto duly authorized.
NATIONAL BANKSHARES, INC.
| Date: November 8, 2023 |
/s/ F. Brad Denardo |
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| By: F. Brad Denardo Chief Executive Officer (Principal Executive Officer) |
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| Date: November 8, 2023 |
/s/ Lora M. Jones |
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| By: Lora M. Jones Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) |
Exhibit 31(i)
CERTIFICATIONS
I, F. Brad Denardo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Bankshares, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 8, 2023
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/s/ F. Brad Denardo |
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F. Brad Denardo |
Exhibit 31(ii)
CERTIFICATIONS
I, Lora M. Jones, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Bankshares, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 8, 2023
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/s/ Lora M. Jones |
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Lora M. Jones (Principal Financial Officer) |
Exhibit 32 (i)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Form 10-Q of National Bankshares, Inc. for the quarter ended September 30, 2023, I, F. Brad Denardo, Chairman, President and Chief Executive Officer (Principal Executive Officer) of National Bankshares, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
(1) such Form 10-Q for the quarter ended September 30, 2023, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in such Form 10-Q for the quarter ended September 30, 2023, fairly presents, in all material respects, the financial condition and results of operations of National Bankshares, Inc.
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/s/ F. Brad Denardo |
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F. Brad Denardo November 8, 2023 |
Exhibit 32 (ii)
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Form 10-Q of National Bankshares, Inc. for the quarter ended September 30, 2023, I, Lora M. Jones, Treasurer and Chief Financial Officer (Principal Financial Officer) of National Bankshares, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
(1) such Form 10-Q for the quarter ended September 30, 2023, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in such Form 10-Q for the quarter ended September 30, 2023, fairly presents, in all material respects, the financial condition and results of operations of National Bankshares, Inc.
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/s/ Lora M. Jones |
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Lora M. Jones (Principal Financial Officer) November 8, 2023 |