uwhr-8k_20230524.htm
false 0000898171 0000898171 2023-05-24 2023-05-24

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2023

 

UWHARRIE CAPITAL CORP

(Exact name of Registrant as Specified in Its Charter)

 

 

North Carolina

000-22062

56-1814206

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

132 North First Street

Albemarle, North Carolina

 

28001

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 704-983-6181

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

None

 

 

 

 

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

Emerging growth company 

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

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition

On May 24, 2023, Uwharrie Capital Corp (the "Registrant") released a quarterly report to its shareholders that included a letter to the shareholders from President and CEO Roger L. Dick and unaudited financial information for the period ended March 31, 2023.

A copy of this report is attached hereto as Exhibit 99.1 and incorporated by reference herein.

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of the Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Registrant’s control).

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

 

Exhibit

Number

 

Description

99.1

 

Quarterly report to shareholders for the period ended March 31, 2023

 

 

 

104

 

Cover page interactive data file (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SIGNATURES

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

 

 

 

UWHARRIE CAPITAL CORP

 

 

 

 

Date: May 24, 2023

 

By:

/s/ Heather H. Almond

 

 

 

Heather H. Almond

 

 

 

Principal Financial Officer

 

 

Exhibit 99.1

 

 

May 24, 2023

 

 

Dear Shareholder:

 

Our Company was formed 40 years ago on April 26, 1983, with the vision of creating a financial institution for the people, by the people.  We were focused on building and enriching local economies by retaining control of our local wealth; helping our neighbors obtain a quality of life that promotes values and inspires us to care for one another.  It was our desire that this effort would allow opportunities for our children and grandchildren to achieve financial security.  This is the founding purpose of your Company that still holds true today.

 

Community banks are very different from large, regional or national banks. Each has their own role in the marketplace; community banks are representative of the customers and businesses that they serve and focus largely on relationships and local community development.  Our loans and deposits come from the local families, businesses and institutions we serve.

 

Banking is about risk management (each loan we make has some probability of default, and all deposits can leave at any time), but prudent risk management is what creates successful banks.  Unfortunately, the banking industry is now being defined by the results of poor management of a few institutions. At Uwharrie Capital, we are careful, deliberate and experienced risk managers.  We regularly review, evaluate, and monitor the strength of our balance sheet and make necessary adjustments where they are needed.  We strive to operate legally, lawfully, ethically, and transparently in full compliance with all federal and state banking statutes and regulations that affect us.

 

Your Company has grown to $1.05 billion in total assets as of March 31, 2023, an increase of $72 million from the same period in 2022.  Deposit growth contributed to total asset growth.  Loan growth has been strong year-over-year at 13.7%, despite rising interest rates. Due to the strong deposit growth, we still have the funds to meet loan demand for our local consumers and businesses. Even with the growth in loans, the Company’s loan-to-deposit ratio is approximately 54%, allowing the Company to remain conservative in its approach to balance sheet risk management.

 

During the first quarter of 2023, Uwharrie Capital Corp adopted CECL (Current Expected Credit Losses: ASU 2016-13), a new required way to allocate a reserve for credit losses based on expected losses over the life of the loans. This adoption required the $1.9 million net reduction to retained earnings upon adoption to fund the reserve. In essence, there is now double the amount of reserve for credit losses set aside for potential problem assets, with no changes to the asset quality of the balance sheet.

 

Net income for the first three months of 2023 was $2.0 million, as compared to $801 thousand for the same three-month period in 2022.  This equates to $1.8 million in net income available to common shareholders, or $0.26 per share, compared to $662 thousand in net income available to common shareholders, or $0.09 per share, that we reported in 2022 for the same period.  The key driver of the improvement in earnings year-over-year is directly attributable to the increase in margins as a result of the drastically increasing rate environment along with growth in the volume of loans.

 

As we approach the warm, summer months, we are reminded of the gifts and joys that each day brings. We appreciate your loyalty to Uwharrie Capital Corp and your being a part of helping to build strong, sustainable Main Street economies.  

Sincerely,

UWHARRIE CAPITAL CORP

 

 

 

/s/ Roger L. Dick

 

President and Chief Executive Officer

 

 

This Report may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Company's goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook,” or similar expressions. These statements are based upon the current belief and expectations of the Company‘s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).


 

Uwharrie Capital Corp and Subsidiaries

 

 

 

 

 

 

 

Consolidated Balance Sheets (Unaudited)

 

 

 

 

 

 

 

 

March 31,

 

 

March 31,

 

(Amounts in thousands except share and per share data)

2023

 

 

2022

 

Assets

 

 

 

 

 

 

 

Cash and due from banks

$

7,339

 

 

$

6,705

 

Interest-earning deposits with banks

 

110,039

 

 

 

109,005

 

Securities available for sale

 

331,154

 

 

 

322,268

 

Securities held to maturity, net (fair value $26,596 and $29,909, respectively)

 

29,164

 

 

 

30,722

 

Equity security, at fair value

 

326

 

 

 

383

 

Loans held for sale

 

4,089

 

 

 

11,910

 

Loans held for investment

 

516,394

 

 

 

445,924

 

     Less: Allowance for credit losses on loans

 

4,596

 

 

 

4,156

 

     Net loans held for investment

 

511,798

 

 

 

441,768

 

Premises and equipment, net

 

14,544

 

 

 

15,716

 

Interest receivable

 

3,837

 

 

 

2,731

 

Restricted stock

 

1,468

 

 

 

1,428

 

Bank-owned life insurance

 

7,686

 

 

 

9,095

 

Deferred income tax benefit

 

9,928

 

 

 

5,922

 

Loan servicing assets

 

4,746

 

 

 

5,240

 

Other assets

 

9,294

 

 

 

10,847

 

     Total assets

$

1,045,412

 

 

$

973,740

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

     Demand, noninterest-bearing

$

279,097

 

 

$

268,574

 

     Interest checking and money market accounts

 

457,121

 

 

 

436,397

 

     Savings accounts

 

101,625

 

 

 

109,535

 

     Time deposits, $250,000 and over

 

54,133

 

 

 

21,809

 

     Other time deposits

 

68,822

 

 

 

47,183

 

          Total deposits

 

960,798

 

 

 

883,498

 

Short-term borrowed funds

 

982

 

 

 

1,344

 

Long-term debt

 

29,376

 

 

 

29,549

 

Other liabilities

 

12,413

 

 

 

12,191

 

     Total liabilities

 

1,003,569

 

 

 

926,582

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

 

Common stock, $1.25 par value:  20,000,000 shares authorized;

 

 

 

 

 

 

 

     issued and outstanding or in process of issuance

 

 

 

 

 

 

 

     7,075,125 and 6,930,717 shares, respectively.

 

 

 

 

 

 

 

     Book value per share $4.41 in 2023 and $5.14 in 2022 (1)

 

8,844

 

 

 

8,664

 

Additional paid-in capital

 

12,633

 

 

 

11,814

 

Undivided profits

 

36,930

 

 

 

31,213

 

Accumulated other comprehensive loss

 

(27,219

)

 

 

(15,188

)

     Total Uwharrie Capital Corp shareholders' equity

 

31,188

 

 

 

36,503

 

Noncontrolling interest

 

10,655

 

 

 

10,655

 

     Total shareholders' equity

 

41,843

 

 

 

47,158

 

     Total liabilities and shareholders' equity

$

1,045,412

 

 

$

973,740

 

 

 

 

 

 

 

 

 

(1) Net income per share, book value per share and weighted average shares outstanding have been adjusted to reflect the 2.5% stock dividend in 2022.

 

 

 

 

 

 

 

 


 

Uwharrie Capital Corp and Subsidiaries

 

 

 

 

 

 

 

Consolidated Statements of Income (Unaudited)

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

(Amounts in thousands except share and per share data)

2023

 

 

2022

 

 

 

 

 

 

 

 

 

Interest Income

 

 

 

 

 

 

 

Interest and fees on loans

$

6,367

 

 

$

5,107

 

Interest on investment securities

 

2,867

 

 

 

1,378

 

Interest-earning deposits with banks and federal funds sold

 

1,070

 

 

 

40

 

     Total interest income

 

10,304

 

 

 

6,525

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

Interest paid on deposits

 

2,116

 

 

 

177

 

Interest paid on borrowed funds

 

343

 

 

 

337

 

     Total interest expense

 

2,459

 

 

 

514

 

 

 

 

 

 

 

 

 

Net Interest Income

 

7,845

 

 

 

6,011

 

Provision for credit losses

 

284

 

 

 

118

 

Net interest income after provision for credit losses

 

7,561

 

 

 

5,893

 

 

 

 

 

 

 

 

 

Noninterest Income

 

 

 

 

 

 

 

Service charges on deposit accounts

 

249

 

 

 

243

 

Interchange and card transaction fees

 

304

 

 

 

238

 

Other service fees and commissions

 

889

 

 

 

901

 

Loss on sale of securities

 

(51

)

 

 

(91

)

Realized/unrealized gain (loss) on equity securities

 

34

 

 

 

(9

)

Income from mortgage banking

 

694

 

 

 

1,267

 

Other income (loss)

 

(137

)

 

 

80

 

     Total noninterest income

 

1,982

 

 

 

2,629

 

 

 

 

 

 

 

 

 

Noninterest Expense

 

 

 

 

 

 

 

Salaries and employee benefits

 

4,744

 

 

 

5,016

 

Occupancy expense

 

453

 

 

 

425

 

Equipment expense

 

188

 

 

 

188

 

Data processing

 

204

 

 

 

212

 

Loan costs

 

93

 

 

 

169

 

Professional fees and services

 

258

 

 

 

212

 

Marketing and donations

 

382

 

 

 

334

 

Software amortization and maintenance

 

307

 

 

 

311

 

Other operating expenses

 

489

 

 

 

686

 

     Total noninterest expense

 

7,118

 

 

 

7,553

 

 

 

 

 

 

 

 

 

Income before income taxes

 

2,425

 

 

 

969

 

Provision for income taxes

 

471

 

 

 

168

 

Net Income

$

1,954

 

 

$

801

 

 

 

 

 

 

 

 

 

Consolidated net income

$

1,954

 

 

$

801

 

  Less: Net income attributable to noncontrolling interest

 

(139

)

 

 

(139

)

Net income attributable to Uwharrie Capital Corp and common shareholders

$

1,815

 

 

$

662

 

Net Income Per Common Share (1)

 

 

 

 

 

 

 

     Basic

$

0.26

 

 

$

0.09

 

     Assuming dilution

$

0.26

 

 

$

0.09

 

Weighted Average Common Shares Outstanding (1)

 

 

 

 

 

 

 

     Basic

 

7,075,125

 

 

 

7,125,760

 

     Assuming dilution

 

7,075,125

 

 

 

7,125,760