Carter Bankshares, Inc. (CARE)
SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1829576. Latest filing source: 0001829576-26-000018.
Informational only - descriptive public-record data, not investment advice.
Business
Read CARE's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read CARE's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 232,222,000 | USD | 2025 | 2026-03-05 |
| Net income | 31,362,000 | USD | 2025 | 2026-03-05 |
| Assets | 4,851,922,000 | USD | 2025 | 2026-03-05 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001829576.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 159,120,000 | 140,941,000 | 133,897,000 | 160,182,000 | 196,420,000 | 221,729,000 | 232,222,000 | |
| Net income | 26,575,000 | -45,858,000 | 31,590,000 | 50,118,000 | 23,384,000 | 24,523,000 | 31,362,000 | |
| Diluted EPS | 1.01 | -1.74 | 1.19 | 2.03 | 1.00 | 1.06 | 1.38 | |
| Operating cash flow | 38,286,000 | 7,704,000 | 77,538,000 | 70,791,000 | 46,730,000 | 36,938,000 | 39,862,000 | |
| Capital expenditures | 8,453,000 | 10,120,000 | 8,484,000 | 5,890,000 | 9,798,000 | 8,133,000 | 8,055,000 | |
| Share buybacks | 0.00 | 0.00 | 157,000 | 42,927,000 | 16,416,000 | 0.00 | 20,000,000 | |
| Assets | 4,179,179,000 | 4,133,746,000 | 4,204,519,000 | 4,512,539,000 | 4,659,189,000 | 4,851,922,000 | ||
| Liabilities | 3,739,005,000 | 3,726,150,000 | 3,875,892,000 | 4,161,296,000 | 4,274,876,000 | 4,432,225,000 | ||
| Stockholders' equity | 435,962,000 | 473,111,000 | 440,174,000 | 407,596,000 | 328,627,000 | 351,243,000 | 384,313,000 | 419,697,000 |
| Free cash flow | 29,833,000 | -2,416,000 | 69,054,000 | 64,901,000 | 36,932,000 | 28,805,000 | 31,807,000 |
Ratios
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Net margin | 16.70% | -32.54% | 23.59% | 31.29% | 11.91% | 11.06% | 13.51% | |
| Return on equity | 5.62% | -10.42% | 7.75% | 15.25% | 6.66% | 6.38% | 7.47% | |
| Return on assets | -1.10% | 0.76% | 1.19% | 0.52% | 0.53% | 0.65% | ||
| Liabilities / equity | 8.49 | 9.14 | 11.79 | 11.85 | 11.12 | 10.56 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001829576-26-000018; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001829576-26-000018; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001829576-26-000018; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001829576-26-000018; filed 2026-03-05. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001829576.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 0.44 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.59 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.67 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 43,716,000 | 5,704,000 | 0.24 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 48,886,000 | 3,627,000 | 0.16 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 51,863,000 | -1,888,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 54,049,000 | 5,811,000 | 0.25 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 54,583,000 | 4,803,000 | 0.21 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 56,595,000 | 5,629,000 | 0.24 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 56,502,000 | 8,280,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 56,007,000 | 8,953,000 | 0.39 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 57,747,000 | 8,510,000 | 0.37 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 59,170,000 | 5,419,000 | 0.24 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 59,298,000 | 8,480,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 59,185,000 | 85,757,000 | 3.88 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001829576-26-000048; filed 2026-05-07. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001829576-26-000048; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001829576-26-000048; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001829576-26-000048.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to assist readers in understanding Carter Bankshares, Inc.’s operations, financial condition, and current business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, The Company’s Consolidated Financial Statements and the accompanying notes thereto contained in Item 1 of this Quarterly Report on Form 10-Q. Certain reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods. The MD&A includes the following sections:
•Important Note Regarding Forward-Looking Statements
•Explanation of Use of Non-GAAP Financial Measures
•Critical Accounting Estimates
•Overview and Strategy
•Results of Operations and Financial Condition
◦Earnings Summary
◦Financial Condition
◦Liquidity and Capital Resources
◦Contractual Obligations
◦Off-Balance Sheet Arrangements
This section reviews the Company’s financial condition and results of operations and highlights material changes in its financial condition and results of operations as of and for the three-month periods ended March 31, 2026 and March 31, 2025. Certain prior period amounts have been reclassified to conform to the current period presentation. In addition, certain tables may include additional periods to illustrate trends within the Company’s consolidated financial statements and related disclosures.
The results of operations presented in the consolidated financial statements are not necessarily indicative of future results.
Important Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains or incorporates certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include statements relating to our financial condition, market conditions, results of operations, plans, including our strategic plan, brand strategy, and guiding principles and the anticipated results of the foregoing, objectives, outlook for earnings, revenues, expenses, capital and liquidity levels and ratios, asset levels, asset quality, loan pipeline and nonaccrual and nonperforming loans (“NPL”). Forward looking statements are typically identified by words or phrases such as “will likely result,” “expect,” “anticipate,” “estimate,” “forecast,” “project,” “intend,” “believe,” “assume,” “strategy,” “trend,” “plan,” “outlook,” “outcome,” “continue,” “remain,” “potential,” “opportunity,” “comfortable,” “current,” “position,” “maintain,” “sustain,” “seek,” “achieve” and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could or may.
These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions that are difficult to predict and often are beyond the Company’s control. Although the Company believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Actual results may differ significantly from those expressed in or implied by these forward-looking statements. The matters discussed in these forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements including, but not limited to the effects of:
•market interest rates and the impacts of market interest rates on economic conditions, customer behavior, and the Company’s net interest margin, net interest income, funding costs and its deposit, loan and securities portfolios;
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
•inflation, market and monetary fluctuations;
•changes in trade policies, tariffs, monetary and fiscal policies and laws of the U.S. government and the related impacts on economic conditions and financial markets, and changes in policies of the Federal Reserve, FDIC and U.S. Department of the Treasury;
•changes in accounting policies, practices, or guidance, for example, our adoption of Current Expected Credit Losses (“CECL”) methodology, including potential volatility in the Company’s operating results due to application of the CECL methodology;
•cyber-security threats, attacks or events;
•rapid technological developments and changes, including emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action or increase cybersecurity threats;
•our ability to resolve our nonperforming assets and our ability to secure collateral on loans that have entered nonaccrual status due to loan maturities and failure to pay in full;
•changes in the Company’s liquidity and capital positions;
•concentrations of loans secured by real estate, particularly commercial real estate (“CRE”) loans, and the potential impacts of changes in market conditions on the value of real estate collateral;
•increased delinquency and foreclosure rates on CRE loans;
•an insufficient allowance for credit losses;
•the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, war and other geopolitical conflicts or public health events (such as pandemics), and of any governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on macroeconomic conditions; the ability of the Company's borrowers to satisfy their obligations to the Company, on the value of collateral securing loans, on the demand for the Company's loans or its other products and services, on incidents of cyberattack and fraud, on the Company’s liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of the Company's business operations and on financial markets and economic growth;
•a change in spreads on interest-earning assets and interest-bearing liabilities;
•regulatory supervision and oversight, including our relationship with regulators and any actions that may be initiated by our regulators;
•legislation affecting the financial services industry as a whole, and the Company and the Bank, in particular and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;
•the outcome of pending and future litigation and/or governmental proceedings;
•increasing price and product/service competition;
•the ability to continue to introduce competitive new products and services on a timely, cost-effective basis;
•managing our internal growth and acquisitions;
•the possibility that the anticipated benefits from acquisitions cannot be fully realized in a timely manner or at all, or that integrating acquired operations will be more difficult, disruptive or more costly than anticipated;
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
•the soundness of other financial institutions and any indirect exposure related to large bank failures and their impact on the broader market through other customers, suppliers and partners or that the conditions which resulted in the liquidity concerns with those failed banks may also adversely impact, directly or indirectly, other financial institutions and market participants with which the Company has commercial or deposit relationships with;
•material increases in costs and expenses;
•reliance on significant customer relationships;
•general economic or business conditions, including unemployment levels, supply chain disruptions, slowdowns in economic growth, government shutdowns and geopolitical instability and tensions;
•significant weakening of the local economies in which the Company operates;
•changes in customer behaviors, including consumer spending, borrowing and saving habits;
•changes in deposit flows and loan demand;
•our failure to attract or retain key associates;
•expansions or consolidations in the Company’s branch network, including that the anticipated benefits of the Company’s branch acquisitions or the Company’s branch network optimization project are not fully realized in a timely manner or at all;
•deterioration of the housing market and reduced demand for mortgages; and
•re-emergence of turbulence in significant portions of the global financial and real estate markets that could impact our performance, both directly, by affecting our revenues and the value of our assets and liabilities, and indirectly, by affecting the economy generally and access to capital in the amounts, at the times and on the terms required to support our future businesses.
Please also refer to such other factors as discussed throughout Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and any of the Company’s subsequent filings with the Securities and Exchange Commission (“SEC”). Forward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. The Company cautions you not to unduly rely on forward-looking statements because the assumptions, beliefs, expectations and projections about future events are expressed in or implied by a forward-looking statement may, and often do, differ materially from actual results. Any forward-looking statement speaks only as to the date on which it is made, and the Company undertakes no obligation to update, revise or clarify any forward-looking statement to reflect developments occurring after the statement is made, except as required by law.
Explanation of Use of Non-GAAP Financial Measures
In addition to results presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), management uses, and this quarterly report contains or references, certain non-GAAP financial measures, including interest and dividend income, yield on interest earning assets, net interest income, and net interest margin on a fully taxable equivalent (“FTE”) basis. These non-GAAP measures should be read along with the accompanying tables that provide reconciliations of GAAP to non-GAAP financial measures.
Management believes these non-GAAP measures are useful because they enhance the ability of investors and management to evaluate and compare the Company’s operating results across periods in a meaningful manner. These measures also assist in assessing the Company’s underlying operating performance and performance trends and facilitate comparisons with other financial services companies.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The Company believes that presenting interest and dividend income, yield on interest earning assets, net interest income, and net interest margin on an FTE basis improves comparability between income derived from taxable and tax-exempt sources and is consistent with industry practice. Accordingly, GAAP measures presented in the Consolidated Statements of Income are reconciled to their corresponding FTE amounts, including:
•interest and dividend income,
•yield on interest earning assets,
•net interest income, and
•net i
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to assist readers in understanding Carter Bankshares, Inc.’s, operations, financial condition, and current business environment. The MD&A should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes included in Item 8. of this Annual Report on Form 10-K.
The MD&A includes the following sections:
•Explanation of Use of Non-GAAP Financial Measures;
•Critical Accounting Estimates;
•The Company’s Business and Strategy;
•Results of Operations and Financial Condition;
•Capital Resources;
•Contractual Obligations;
•Off-Balance Sheet Arrangements;
•Liquidity;
•Inflation; and
•Stock Repurchase Program
This section reviews the Company’s financial condition for each of the two most recent years and results of operations for each of the three most recent years. Certain prior-period amounts have been reclassified to conform to the current period presentation. In addition, certain tables may include additional periods to illustrate trends within the Company’s consolidated financial statements and related disclosures.
The results of operations presented in the consolidated financial statements are not necessarily indicative of future results.
Explanation of Use of Non-GAAP Financial Measures
In addition to results presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), management uses, and this Annual Report contains or references, certain non-GAAP financial measures, including interest and dividend income, yield on interest earning assets, net interest income, and net interest margin on a fully taxable equivalent (“FTE”) basis.
Management believes these non-GAAP measures are useful because they enhance the ability of investors and management to evaluate and compare the Company’s operating results across periods in a meaningful manner. These measures also assist in assessing the Company’s underlying operating performance and performance trends and facilitate comparisons with other financial services companies.
The Company believes that presenting interest and dividend income, yield on interest earning assets, net interest income, and net interest margin on an FTE basis improves comparability between income derived from taxable and tax-exempt sources and is consistent with industry practice. Accordingly, GAAP measures presented in the Consolidated Statements of Income are reconciled to their corresponding FTE amounts, including:
•interest and dividend income,
•yield on interest earning assets,
•net interest income, and
•net interest margin.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
These reconciliations are provided in the "Results of Operations and Financial Condition - Net Interest Income" section of this MD&A for the years ended 2025, 2024 and 2023.
While management believes these non-GAAP measures provide meaningful supplemental information, they should not be considered as an alternative to GAAP results, as more relevant than financial results prepared in accordance with GAAP, or as necessarily comparable to similarly titled measures used by other companies. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of the Company’s financial condition or results of operations as reported under GAAP. Investors are encouraged to review the Company’s GAAP financial results and all other relevant information when evaluating its performance and financial condition.
Critical Accounting Estimates
The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates, and such differences could be material to the Company’s financial condition or results of operations in the period in which they become known.
Management considers the determination of the allowance for credit losses to be a critical accounting estimate. This estimate is made in accordance with GAAP and requires significant judgment, including the use of subjective and complex assumptions regarding economic conditions, borrower behavior, and credit risk. Changes in these assumptions or estimates have had a material impact on the Company’s financial condition and results of operations in the past and are reasonably likely to do so in future periods.
Allowance for Credit Losses (“ACL”)
The ACL represents management's estimate of expected credit losses over the contractual life of outstanding loans as of the balance sheet date. The ACL is determined based on an evaluation of the loan portfolio’s current risk characteristics, historical loss experience, current conditions, reasonable and supportable forecasts of future economic conditions, and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset in accordance with GAAP.
The ACL is reduced by charge-offs, net of recoveries, and increased by a provision or decreased by a recovery through the (recovery) provision for credit losses, which is recorded as a component of operating expense. Determining an appropriate ACL is inherently complex and requires the use of significant judgment and highly subjective assumptions. Management reviews the adequacy of the ACL on a quarterly basis and believes the allowance recorded as of December 31, 2025 reflects the best estimate of expected credit losses based on information available at that time.
Management believes it uses all relevant and available information to estimate expected future credit losses; however, actual losses may differ from those estimates. Future ACL levels may be materially impacted by changes in a number of factors, including but not limited to, the composition of the loan portfolio, changes in current and forecasted economic conditions, borrower performance, and changes in the interest rate environment. Management also periodically evaluates the need for qualitative adjustments to the ACL based on emerging risks, economic uncertainty, and other factors not fully captured in the quantitative model, including potential variances in key economic indices.
The ACL “base-case” estimate is derived using economic forecasts from widely recognized third-party sources. Management evaluates the potential variability of economic conditions by analyzing historical economic cycles, including peak and trough periods, which are used to stress the base-case estimate and develop a range of possible outcomes. Management then determines the appropriate allowance by evaluating these outcomes relative to current economic conditions and known portfolio risks.
The ACL is subject to review by various regulatory agencies as part of their examination process, and the Company periodically engages an independent third-party to validate its credit loss model. Because future events and economic conditions cannot be predicted with precision, actual results may differ materially from management’s estimates.
Refer to Note 1, Summary of Significant Accounting Policies, for further detailed descriptions of our estimation process and methodology related to the ACL and Note 7, Allowance for Credit Losses, of this Annual Report on Form 10-K.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The Company’s Business and Strategy
Carter Bankshares, Inc. (the “Company”) is a financial holding company, as of October 27, 2025, headquartered in Martinsville, Virginia with assets of $4.9 billion at December 31, 2025. The Company is the parent company of its wholly owned subsidiary, Carter Bank & Trust (the “Bank”). The Bank is a Federal Deposit Insurance Corporation (“FDIC”) insured, Virginia state-chartered bank, which operates 64 branches in Virginia and North Carolina. The Company provides a full range of financial services with retail and, commercial banking products and insurance. The Company’s common stock trades on the Nasdaq Global Select Market under the ticker symbol “CARE”.
During 2025, the Company acquired two leased branch facilities, along with the associated deposits, located in Mooresville, North Carolina and Winston Salem, North Carolina, from First Reliance Bank (the “Branch Purchase”). In connection with the Branch Purchase, the Bank acquired $55.9 million in deposits, along with cash, personal property, and other fixed assets associated with the branch locations, and welcomed ten associates to its team. No loans were acquired as part of the Branch Purchase. The Branch Purchase closed during the second quarter of 2025.
The Company earns revenue primarily from interest on loans and investment securities and from fees charged for financial services provided to customers. Expenses consist principally of funding costs, the provision for credit losses, compensation and benefits, occupancy and equipment, technology and data processing, regulatory assessments, and other operating expenses.
Part of the Company’s current three-year strategic plan is to refine and enhance its brand image and position in the markets it serves. With this brand strategy, the Company has embarked on a multi-year implementation plan to create a brand tailored to the needs of its critical growth audiences, focusing on innovating brand experiences to exceed expectations and build a brand that stands apart. This means a commitment to aligning processes, operations, and systems around the Company’s brand while introducing new products and services, so that, over time, the Company can increase its brand awareness in the communities it serves. To strengthen and further shape the brand and culture of the Company, a new set of guiding principles was introduced to associates in June 2023. The guiding principles include a new purpose statement: To create opportunities for more people and businesses to prosper, supported by our new set of core values: Build Relationships, Earn Trust, and Take Ownership. We believe these new guiding principles will help create alignment to support future growth by empowering our associates and igniting a passion for the Company. On October 30, 2024, the Company unveiled its new brand identity and, in 2025, renovated 47 retail branch locations and seven corporate offices, and launched new websites for the Company and the Bank. The brand identity is centered entirely around the people who matter most: customers and associates of the Bank and the communities it serves to help deliver on its promise of helping people experience a life lived full.
The Company’s goal is to shift from balance-sheet restructuring to pursuing a prudent growth strategy when appropriate. We believe this strategy will primarily focus on organic growth, but will also consider opportunistic acquisitions that align with this strategic vision. We believe that the Bank’s strong capital and liquidity positions support this strategy. In addition to loan and deposit growth, the Company will seek to increase fee income while closely monitoring operating expenses.
The Company is focused on executing this strategy to successfully support the new brand and grow its business in its current markets as well as any new markets it may enter. As part of executing this strategy, the Company continues to dedicate significant resources to the resolution of the Company’s nonaccrual loans, the significant majority of which are related to a single large credit relationship that the Company placed on nonaccrual status in the second quarter of 2023, in a manner that best protects the Company, the Bank, and shareholders.
As previously disclosed, during the second quarter of 2024, a federal court lawsuit filed against the Company and the Bank by then West Virginia Governor James C. Justice II, his wife Cathy L. Justice, his son James C. Justice, III, and related entities that he and/or they own (the “Justice Entities”) was dismissed with prejudice. In connection with the dismissal of this litigation, the Justice Entities agreed upon a pathway of curtailment and payoff of the outstanding loans with the Bank. The Justice Entities have reduced the aggregate nonperforming loan balance from $301.9 million as of June 30, 2023 to $214.0 million as of December 31, 2025.
During the third quarter of 2024, the Company obtained a voluntary stipulation of dismissal with prejudice of a lawsuit filed on February 10, 2024 against the Bank in the United States District Court for the Western District of Virginia (Danville Division) (the “GLAS Trust Lawsuit”) by GLAS Trust Company, LLC, in its capacity as Note Trustee (“GLAS Trust”). In connection with the dismissal of the GLAS Trust Lawsuit, GLAS Trust and certain affiliates and parties on whose behalf it was acting
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
executed a release that waives any and all causes of action of any kind that they might claim to have against the Bank. The dismissal of the GLAS Trust Lawsuit ended all pending litigation brought against the Bank by GLAS Trust in connection with the Bank’s credit relationship with the Justice Entities. Also, in connection with the dismissal of the GLAS Trust Lawsuit, certain Justice Entities executed documents reaffirming the legality, validity and binding nature of all loan documents they have executed in favor of the Bank.
The Company tendered a payment (the “Settlement Payment”) in consideration of the voluntary dismissal of the GLAS Trust Lawsuit. Because certain of the Justice Entities had previously agreed to indemnify the Bank against the claims asserted in the GLAS Trust Lawsuit, certain of the Justice Entities executed a promissory note in favor of the Bank further evidencing this indemnification obligation as related to the Settlement Payment. This promissory note was recognized as a principal charge-off during the three months ended September 30, 2024 due to the nonperforming status of the Bank’s loans with the Justice Entities, and because the settled claims related to allegedly preferential payments made on those nonperforming loans.
The Company’s financial results continue to be significantly impacted by the single large credit relationship that the Company placed on nonaccrual status during the second quarter of 2023, which has an aggregate principal balance of $214.0 million as of December 31, 2025. Since placement of these loans, now reduced to judgments, on nonaccrual status during the second quarter of 2023, interest income has been negatively impacted by $26.1 million, $35.1 million and $30.0 million during the years ended December 31, 2025, 2024 and 2023, respectively, or by $91.2 million in the aggregate.
Results of Operations and Financial Condition
Earnings Summary
2025 Highlights
•Net interest income increased $16.4 million, or 14.3%, to $130.8 million for the year ended December 31, 2025 compared to the same period in 2024;
•The (recovery) for credit losses was $(3.6) million for the year ended December 31, 2025, compared to a (recovery) for credit losses of $(5.0) million for the same period in 2024;
•Total noninterest income increased $1.0 million to $22.4 million for the year ended December 31, 2025 compared to the same period in 2024;
•Total noninterest expense increased $7.1 million to $117.1 million for the year ended December 31, 2025 compared to the same period in 2024; and
•Income tax provision increased $2.3 million to $8.6 million for the year ended December 31, 2025 compared to the same period in 2024.
Balance Sheet Highlights (period-end balances, December 31, 2025 compared to December 31, 2024)
•The available-for-sale securities portfolio decreased $26.8 million and is currently 14.3% of total assets compared to 15.4% of total assets;
•Total portfolio loans increased $254.7 million, or 7.0%, due to loan growth during the year ended December 31, 2025;
•The portfolio loans to deposit ratio was 92.1%, compared to 87.3%;
•At December 31, 2025, NPLs declined by $15.4 million to $244.0 million compared to December 31, 2024. NPLs as a percentage of total portfolio loans were 6.29% compared to 7.15%;
•The Allowance for Credit Losses, (“ACL”) to total portfolio loans ratio was 1.84% compared to 2.09%. The ACL on portfolio loans totaled $71.5 million at December 31, 2025, compared to $75.6 million at December 31, 2024;
•Total deposits increased $57.5 million, or 1.4%, to $4.2 billion at December 31, 2025, compared to December 31, 2024; and
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
•FHLB borrowings increased $108.5 million to $178.5 million at December 31, 2025 compared to $70.0 million at December 31, 2024.
The Company reported net income of $31.4 million, or $1.38 diluted earnings per share for the year ended December 31, 2025 compared to net income of $24.5 million, or $1.06 diluted earnings per share, for the year ended December 31, 2024.
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PERFORMANCE RATIOS | 2025 | 2024 | 2023 | ||||||
| Return on Average Assets | 0.66 | % | 0.54 | % | 0.53 | % | |||
| Return on Average Shareholders' Equity | 7.74 | % | 6.67 | % | 6.79 | % | |||
| Portfolio Loans to Deposit Ratio | 92.13 | % | 87.27 | % | 94.20 | % | |||
| Allowance for Credit Losses to Total Portfolio Loans | 1.84 | % | 2.09 | % | 2.77 | % | |||
| Nonperforming Loans to Total Portfolio Loans | 6.29 | % | 7.15 | % | 8.83 | % | |||
| Allowance for Credit Losses to Nonperforming Loans | 29.30 | % | 29.15 | % | 31.35 | % |
Net Interest Income
Net interest income is the Company’s primary source of revenue and represents the difference between interest and fee income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities. Net interest income is influenced by changes in the average balances of interest-earning assets and interest-bearing liabilities, as well as changes in interest rates, asset yields, funding costs, and interest rate spreads.
The composition and mix of interest-earning assets and interest-bearing liabilities are actively managed by the Company’s Asset and Liability Committee (“ALCO”) to mitigate interest rate risk and liquidity risk within the balance sheet. ALCO utilizes a variety of strategies within established risk parameters to manage exposure to changing interest rate environments and to achieve what management believes to be an appropriate and sustainable level of net interest income.
Net interest income and net interest margin are presented on an FTE basis, which are non-GAAP financial measures. The FTE presentation adjusts net interest income and net interest margin to reflect the tax-equivalent impact of income earned on certain tax-exempt loans and securities, using the applicable federal statutory income tax rate for each period presented, which was 21%, as well as the impact of the dividends-received deduction on equity securities. Management believes that the FTE basis presentation provides a more meaningful comparison between taxable and tax-exempt sources of interest income and is consistent with industry practice.
Additional discussion regarding the Company’s uses of non-GAAP financial measures is included in the “Explanation of Use of Non-GAAP Financial Measures” section above.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table reconciles interest and dividend income, yield on interest-earning assets, net interest income, and net interest margin as reported under GAAP to the corresponding amounts presented on an FTE basis for the periods presented:
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||
| Interest and Dividend Income (GAAP) | $ | 232,222 | $ | 221,729 | $ | 196,420 | |||||
| Tax Equivalent Adjustment | 671 | 775 | 1,004 | ||||||||
| Interest and Dividend Income (FTE) (Non-GAAP) | 232,893 | 222,504 | 197,424 | ||||||||
| Average Earning Assets | 4,644,599 | 4,458,601 | 4,293,838 | ||||||||
| Yield on Interest-earning Assets (GAAP) | 5.00 | % | 4.97 | % | 4.57 | % | |||||
| Yield on Interest-earning Assets (FTE) (Non-GAAP) | 5.01 | % | 4.99 | % | 4.60 | % | |||||
| Net Interest Income (GAAP) | 130,820 | 114,457 | 122,310 | ||||||||
| Tax Equivalent Adjustment | 671 | 775 | 1,004 | ||||||||
| Net Interest Income (FTE) (Non-GAAP) | $ | 131,491 | $ | 115,232 | $ | 123,314 | |||||
| Average Earning Assets | 4,644,599 | 4,458,601 | 4,293,838 | ||||||||
| Net Interest Margin (GAAP) | 2.82 | % | 2.57 | % | 2.85 | % | |||||
| Net Interest Margin (FTE) (Non-GAAP) | 2.83 | % | 2.58 | % | 2.87 | % |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Average Balance Sheet and Net Interest Income Analysis (FTE)
The following table presents average balances, interest income and expense, and average yields and rates on interest-earning assets and interest-bearing liabilities for the years ended December 31:
| (Dollars in Thousands) | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Balance | Income/ Expense | Yield/Rate | Average Balance | Income/ Expense | Yield/Rate | Average Balance | Income/ Expense | Yield/Rate | |||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 64,451 | $ | 2,808 | 4.36 | % | $ | 44,250 | $ | 2,289 | 5.17 | % | $ | 20,414 | $ | 1,066 | 5.22 | % | |||||||||||||||
| Tax-Free Investment Securities2 | 11,602 | 336 | 2.90 | % | 11,759 | 340 | 2.89 | % | 27,271 | 803 | 2.94 | % | |||||||||||||||||||||
| Taxable Investment Securities | 799,043 | 26,288 | 3.29 | % | 828,437 | 29,510 | 3.56 | % | 900,972 | 30,804 | 3.42 | % | |||||||||||||||||||||
| Total Securities | 810,645 | 26,624 | 3.28 | % | 840,196 | 29,850 | 3.55 | % | 928,243 | 31,607 | 3.41 | % | |||||||||||||||||||||
| Commercial Real Estate | 2,006,830 | 123,119 | 6.13 | % | 1,786,092 | 111,505 | 6.24 | % | 1,592,040 | 92,398 | 5.80 | % | |||||||||||||||||||||
| Commercial & Industrial2 | 216,288 | 12,951 | 5.99 | % | 221,032 | 14,660 | 6.63 | % | 259,268 | 15,927 | 6.14 | % | |||||||||||||||||||||
| Residential Mortgages | 819,697 | 34,988 | 4.27 | % | 809,085 | 34,196 | 4.23 | % | 714,733 | 27,365 | 3.83 | % | |||||||||||||||||||||
| Other Consumer | 28,141 | 1,522 | 5.41 | % | 30,820 | 2,128 | 6.90 | % | 38,602 | 3,071 | 7.96 | % | |||||||||||||||||||||
| Construction | 449,842 | 30,265 | 6.73 | % | 421,167 | 26,864 | 6.38 | % | 378,711 | 24,534 | 6.48 | % | |||||||||||||||||||||
| Other | 239,273 | — | — | % | 292,264 | — | — | % | 341,485 | — | — | % | |||||||||||||||||||||
| Total Loans1 | 3,760,071 | 202,845 | 5.39 | % | 3,560,460 | 189,353 | 5.32 | % | 3,324,839 | 163,295 | 4.91 | % | |||||||||||||||||||||
| Other Restricted Stock, at Cost | 9,432 | 616 | 6.53 | % | 13,696 | 1,012 | 7.39 | % | 20,342 | 1,456 | 7.16 | % | |||||||||||||||||||||
| Total Interest-Earning Assets | 4,644,599 | $ | 232,893 | 5.01 | % | 4,458,602 | $ | 222,504 | 4.99 | % | 4,293,838 | $ | 197,424 | 4.60 | % | ||||||||||||||||||
| Noninterest Earning Assets | 124,350 | 102,239 | 89,833 | ||||||||||||||||||||||||||||||
| Total Assets | $ | 4,768,949 | $ | 4,560,841 | $ | 4,383,671 | |||||||||||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||
| Interest-Bearing Demand | $ | 794,603 | $ | 13,602 | 1.71 | % | $ | 583,735 | $ | 8,980 | 1.54 | % | $ | 483,048 | $ | 2,729 | 0.56 | % | |||||||||||||||
| Money Market | 541,250 | 13,641 | 2.52 | % | 511,342 | 15,478 | 3.03 | % | 448,324 | 8,868 | 1.98 | % | |||||||||||||||||||||
| Savings | 343,367 | 490 | 0.14 | % | 399,748 | 548 | 0.14 | % | 544,938 | 586 | 0.11 | % | |||||||||||||||||||||
| Certificates of Deposit | 1,902,757 | 68,451 | 3.60 | % | 1,782,573 | 70,425 | 3.95 | % | 1,428,646 | 40,445 | 2.83 | % | |||||||||||||||||||||
| Total Interest-Bearing Deposits | 3,581,977 | 96,184 | 2.69 | % | 3,277,398 | 95,431 | 2.91 | % | 2,904,956 | 52,628 | 1.81 | % | |||||||||||||||||||||
| Federal Home Loan Bank Borrowings | 110,944 | 4,648 | 4.19 | % | 222,719 | 11,379 | 5.11 | % | 402,675 | 20,822 | 5.17 | % | |||||||||||||||||||||
| Federal Funds Purchased | — | — | — | % | — | — | — | % | 7,023 | 368 | 5.24 | % | |||||||||||||||||||||
| Other Borrowings | 10,830 | 570 | 5.26 | % | 9,126 | 462 | 5.06 | % | 6,337 | 292 | 4.60 | % | |||||||||||||||||||||
| Total Borrowings | 121,774 | 5,218 | 4.28 | % | 231,845 | 11,841 | 5.11 | % | 416,035 | 21,482 | 5.16 | % | |||||||||||||||||||||
| Total Interest-Bearing Liabilities | 3,703,751 | 101,402 | 2.74 | % | 3,509,243 | 107,272 | 3.06 | % | 3,320,991 | 74,110 | 2.23 | % | |||||||||||||||||||||
| Noninterest-Bearing Liabilities | 660,244 | 684,033 | 718,113 | ||||||||||||||||||||||||||||||
| Shareholders' Equity | 404,954 | 367,565 | 344,567 | ||||||||||||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 4,768,949 | $ | 4,560,841 | $ | 4,383,671 | |||||||||||||||||||||||||||
| Net Interest Income2 | $ | 131,491 | $ | 115,232 | $ | 123,314 | |||||||||||||||||||||||||||
| Net Interest Margin2 | 2.83 | % | 2.58 | % | 2.87 | % | |||||||||||||||||||||||||||
| Net Interest Spread | 2.27 | % | 1.93 | % | 2.37 | % |
1 Nonaccruing loans are included in the daily average loan amounts outstanding.
2 Tax-exempt income is on an FTE basis using the statutory federal corporate income tax rate of 21 percent.
Net interest income increased to $130.8 million for the year ended December 31, 2025, compared to $114.5 million for the year ended December 31, 2024. On an FTE basis (non-GAAP), net interest income increased to $131.5 million for the year ended December 31, 2025, compared to $115.2 million for the year ended December 31, 2024. The increase was primarily driven by growth in average interest-earning assets, higher yields on loans, and a reduction in the overall cost of interest-bearing liabilities. As a result, net interest margin increased 25 basis points to 2.82% for 2025 compared to 2.57% for 2024. On an FTE basis (non-GAAP), net interest margin increased 25 basis points to 2.83% for 2025 compared to 2.58% for 2024.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Average interest-earning assets increased to $4.6 billion in 2025 from $4.5 billion in 2024, reflecting growth in the loan portfolio, particularly in commercial real estate (“CRE”), residential mortgages, and construction loans. Average investment securities declined compared to the prior year, reflecting active balance sheet management to deploy the proceeds from securities maturities and principal curtailments into higher yielding loans, rather than reinvesting those proceeds back into the securities portfolio. Noninterest-earning assets increased slightly year over year, consistent with overall balance sheet growth.
The yield on total interest-earning assets (GAAP) increased slightly to 5.00% in 2025 compared to 4.97% in 2024. The yield on total interest-earning assets (FTE)(non-GAAP) increased slightly to 5.01% in 2025 compared to 4.99% in 2024, reflecting improved loan yields driven by higher market interest rates and loan repricing activity. The yields on total loans (FTE)(non-GAAP) increased to 5.39% in 2025 from 5.32% in 2024. These increases were partially offset by lower yields on total investment securities, reflecting lower interest rates on the floating rate portion of the portfolio and changes in portfolio mix. Overall, loan growth and improved loan yields more than offset the decline in securities yields.
As of December 31, 2025, the securities portfolio was comprised of 36.3% variable rate securities with approximately 94.9% that will reprice at least once over the next 12 months. We believe having a balanced mix of variable and fixed rate securities is an important strategy, especially during times of rising interest rates because fixed-rate bond prices generally fall when interest rates increase, which can result in unrealized losses. However, variable rate securities do not carry as much interest rate risk as fixed rate securities, so there is much less price volatility. This variable rate strategy has limited the impact of past upward shifts in the yield curve on the Company’s unrealized losses on debt securities. If the Federal Reserve continues reducing short-term interest rates, the Bank may consider changes to this interest rate mix strategy going forward.
Average interest-bearing liabilities increased to $3.7 billion in 2025 from $3.5 billion in 2024, primarily due to growth in interest-bearing deposits. Average interest-bearing deposits increased to $3.6 billion in 2025 compared to $3.3 billion in 2024, led by growth in CDs, money market accounts and interest-bearing demand deposits. The cost of total interest-bearing deposits declined to 2.69% in 2025 from 2.91% in 2024, as we have lowered our deposit rate offerings on higher-yielding interest bearing demand, money market and short-term promotional CD products throughout 2025 in response to the Federal Open Market Committee’s (“FOMC”) short-term rate reduction efforts that began September 18, 2024 and continued through December 10, 2025. Average borrowings declined significantly year-over-year, resulting in a reduction in borrowing costs and contributing to a lower overall cost of interest-bearing liabilities, which decreased to 2.74% in 2025 from 3.06% in 2024.
Our balance sheet is currently exhibiting characteristics of a slightly liability sensitive position due to the short-term nature of our deposit portfolio and FHLB borrowings. Specifically, 71.7% of our CD portfolio and 77.6% of our outstanding FHLB borrowings will mature and reprice over the next 12 months. This strategy gives the Company flexibility to manage the structure and pricing of its deposit and borrowing portfolios to reduce future funding costs should the FOMC continue cutting short-term rates in the future.
Discussion of net interest income for the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Net Interest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 7, 2025, and is incorporated herein by reference.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table sets forth for the periods presented a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:
| 2025 Compared to 2024 | 2024 Compared to 2023 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Volume3 | Rate3 | Increase/ (Decrease) | Volume3 | Rate3 | Increase/ (Decrease) | |||||||||||||||||
| Interest Earned on: | |||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 922 | $ | (403) | $ | 519 | $ | 1,233 | $ | (10) | $ | 1,223 | |||||||||||
| Tax-free Investment Securities2 | (5) | 1 | (4) | (448) | (15) | (463) | |||||||||||||||||
| Taxable Investment Securities | (1,022) | (2,200) | (3,222) | (2,548) | 1,254 | (1,294) | |||||||||||||||||
| Total Securities | (1,027) | (2,199) | (3,226) | (2,996) | 1,239 | (1,757) | |||||||||||||||||
| Commercial Real Estate | 13,572 | (1,958) | 11,614 | 11,788 | 7,319 | 19,107 | |||||||||||||||||
| Commercial & Industrial2 | (309) | (1,400) | (1,709) | (2,471) | 1,204 | (1,267) | |||||||||||||||||
| Residential Mortgages | 452 | 340 | 792 | 3,822 | 3,009 | 6,831 | |||||||||||||||||
| Other Consumer | (174) | (432) | (606) | (570) | (373) | (943) | |||||||||||||||||
| Construction | 1,885 | 1,516 | 3,401 | 2,713 | (383) | 2,330 | |||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||
| Total Loans1 | 15,426 | (1,934) | 13,492 | 15,282 | 10,776 | 26,058 | |||||||||||||||||
| Other Restricted Stock, at Cost | (288) | (108) | (396) | (490) | 46 | (444) | |||||||||||||||||
| Total Interest-Earning Assets | $ | 15,033 | $ | (4,644) | $ | 10,389 | $ | 13,029 | $ | 12,051 | $ | 25,080 | |||||||||||
| Interest Paid on: | |||||||||||||||||||||||
| Interest-Bearing Demand | $ | 3,523 | $ | 1,099 | $ | 4,622 | $ | 675 | $ | 5,576 | $ | 6,251 | |||||||||||
| Money Market | 866 | (2,703) | (1,837) | 1,385 | 5,225 | 6,610 | |||||||||||||||||
| Savings | (79) | 21 | (58) | (177) | 139 | (38) | |||||||||||||||||
| Certificates of Deposit | 4,565 | (6,539) | (1,974) | 11,546 | 18,434 | 29,980 | |||||||||||||||||
| Total Interest-Bearing Deposits | 8,875 | (8,122) | 753 | 13,429 | 29,374 | 42,803 | |||||||||||||||||
| Federal Home Loan Bank Borrowings | (4,954) | (1,777) | (6,731) | (9,197) | (246) | (9,443) | |||||||||||||||||
| Federal Funds Purchased | — | — | — | (184) | (184) | (368) | |||||||||||||||||
| Other Borrowings | 89 | 19 | 108 | 138 | 32 | 170 | |||||||||||||||||
| Total Borrowings | (4,865) | (1,758) | (6,623) | (9,243) | (398) | (9,641) | |||||||||||||||||
| Total Interest-Bearing Liabilities | $ | 4,010 | $ | (9,880) | $ | (5,870) | $ | 4,186 | $ | 28,976 | $ | 33,162 | |||||||||||
| Change in Net Interest Margin | $ | 11,023 | $ | 5,236 | $ | 16,259 | $ | 8,843 | $ | (16,925) | $ | (8,082) |
1 Nonaccruing loans are included in the daily average loan amounts outstanding.
2 Tax-exempt income is on an FTE basis (non-GAAP) using the statutory federal corporate income tax rate of 21 percent.
3 Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
(Recovery) Provision for Credit Losses
The Company records a provision or recovery for credit losses to adjust the allowance for credit losses (“ACL”) to the level deemed appropriate to absorb expected credit losses in the loan portfolio. Similarly, the Company records a provision or recovery for unfunded commitments to adjust the related reserve to the level considered appropriate to cover expected credit losses associated with those commitments. The provision or recovery for credit losses reflects management’s estimate of the ACL required to absorb expected life-of-loan losses in the loan portfolio, after consideration of net charge-offs and recoveries during the period.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table presents information regarding the recovery for credit losses and net charge-offs:
| (Dollars in Thousands) | Twelve months ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | |||||||||
| Recovery for Credit Losses | $ | (3,637) | $ | (5,039) | $ | 1,402 | |||||
| Recovery for Unfunded Commitments | (194) | (7) | (187) | ||||||||
| Total Recovery for Credit Losses on Loans | (3,831) | (5,046) | 1,215 | ||||||||
| Provision for Securities | — | — | — | ||||||||
| Total Recovery for Credit Losses | $ | (3,831) | $ | (5,046) | $ | 1,215 | |||||
| Net Loan Charge-offs | $ | 472 | $ | 16,413 | $ | (15,941) | |||||
| Net Loan Charge-offs / Average Portfolio Loans | 0.01 | % | 0.46 | % |
The (recovery) for credit losses was $(3.6) million for the year ended December 31, 2025, compared to a (recovery) of $(5.0) million for the same period in 2024. The increases compared to the same period in 2024 was primarily driven by higher loan growth in 2025, the establishment of a new reserve of $1.0 million on a CRE loan during the fourth quarter of 2025 due to an updated appraisal, a reserve of $0.6 million on an existing CRE relationship with four loans that are under contract to sell and $12.0 million lower curtailment payments during the year ended December 31, 2025 compared to the same period in 2024. The Other segment reserve rate declined to 8.43% at December 31, 2025 from 12.01% at December 31, 2024.
The (recovery) for unfunded commitments was $(194) thousand compared to a (recovery) of $(7) thousand for the same period in 2024. The change from the prior year was primarily due to decreased unfunded commitments in construction loans.
Net charge-offs were $0.5 million for the year ended December 31, 2025 compared to $16.4 million for the year ended December 31, 2024. As a percentage of average portfolio loans, net loan charge-offs were 0.01% and 0.46% for the years ended 2025 and 2024, respectively. During the year ended December 31, 2024, net loan charge-offs were significantly impacted by the $15.0 million principal charge-off related to the Other segment of the loan portfolio.
For information regarding the $15.0 million principal charge-off related to the Other segment of the loan portfolio, see the “The Company’s Business and Strategy” section of this MD&A.
See the “Allowance for Credit Losses” section of this MD&A for additional details regarding our charge-offs.
Discussion of (recovery) provision for credit losses for the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “(Recovery) Provision for Credit Losses” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 7, 2025, and is incorporated herein by reference.
Noninterest Income
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2025 | 2024 | $ Change | % Change | |||||||||||
| Gains (Losses) on Sales of Securities, net | $ | 46 | $ | 68 | $ | (22) | (32.4) | % | |||||||
| Service Charges, Commissions and Fees | 7,312 | 7,393 | (81) | (1.1) | % | ||||||||||
| Debit Card Interchange Fees | 7,935 | 7,843 | 92 | 1.2 | % | ||||||||||
| Insurance Commissions | 2,728 | 3,685 | (957) | (26.0) | % | ||||||||||
| Bank Owned Life Insurance Income | 1,511 | 1,473 | 38 | 2.6 | % | ||||||||||
| Other | 2,872 | 906 | 1,966 | 217.0 | % | ||||||||||
| Total Noninterest Income | $ | 22,404 | $ | 21,368 | $ | 1,036 | 4.8 | % |
Total noninterest income increased $1.0 million, or 4.8%, for the year ended December 31, 2025, compared to the same period in 2024. The increase was primarily driven by other noninterest income of $2.0 million, which included a $1.9 million gain on a BOLI death benefit recognized in the first quarter of 2025. This increase was partially offset by a $1.0 million decrease in
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insurance commission income, reflecting lower activity levels compared to the prior year.
Discussion of noninterest income for the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Noninterest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 7, 2025, and is incorporated herein by reference.
Noninterest Expense
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | ||||||||||||
| Salaries and Employee Benefits | $ | 57,743 | $ | 57,908 | $ | (165) | (0.3) | % | |||||||
| Occupancy Expense, net | 17,620 | 15,608 | 2,012 | 12.9 | % | ||||||||||
| FDIC Insurance Expense | 5,843 | 6,200 | (357) | (5.8) | % | ||||||||||
| Other Taxes | 3,612 | 3,559 | 53 | 1.5 | % | ||||||||||
| Advertising Expense | 3,171 | 2,540 | 631 | 24.8 | % | ||||||||||
| Telephone Expense | 1,216 | 1,393 | (177) | (12.7) | % | ||||||||||
| Professional and Legal Fees | 6,877 | 5,675 | 1,202 | 21.2 | % | ||||||||||
| Data Processing | 5,698 | 4,919 | 779 | 15.8 | % | ||||||||||
| Debit Card Expense | 4,192 | 3,423 | 769 | 22.5 | % | ||||||||||
| Other | 11,082 | 8,777 | 2,305 | 26.3 | % | ||||||||||
| Total Noninterest Expense | $ | 117,054 | $ | 110,002 | $ | 7,052 | 6.4 | % |
Noninterest expense totaled $117.1 million for the year ended December 31, 2025, representing an increase of $7.1 million, or 6.4% compared to 2024. The increase was driven by higher expenses across several categories reflecting operational growth, strategic initiatives and inflationary pressures.
Total salaries and employee benefits expense was basically flat as compared to December 31, 2024 due to higher salary cost deferrals of $5.7 million as a result of updated loan origination cost studies performed in 2024 and implemented in the latter half of 2024 coupled with higher loan growth, which reduced the amount of salary expense recognized during 2025. Excluding the $5.7 million of higher salary cost deferrals, salaries and employee benefits increased $5.5 million. The increase is primarily attributable to normal merit increases, strategic new hires, higher incentives and increased medical costs during 2025.
Other noninterest expense increased $2.3 million, primarily due to $1.1 million of other real estate owned (“OREO”) related activity, $0.7 million of fees associated with 1035 exchanges, resulting from the early surrender of certain company owned life insurance policies (“BOLI”) during 2025, $0.4 million in acquisition costs and $0.2 million in amortization expense related to core deposit intangibles.
Occupancy expenses, net increased $2.0 million, driven by higher software maintenance costs, rebranding expenses, building and equipment maintenance and increased depreciation related to the Branch Purchase. Professional and legal fees rose $1.2 million, primarily attributable to acquisition-related activity, consulting costs associated with troubled and NPLs and increased expenses related to the management of special assets.
Data processing expenses increased $0.8 million, primarily reflecting inflationary cost increases related to both existing and new service agreements. Debit card expense increased $0.8 million, driven by higher miscellaneous fees and elevated costs associated with automated teller machine and debit card fraud activity. Advertising expense increased $0.6 million, primarily due to higher spending related to rebranding initiatives and expanded new account promotions and advertising campaigns.
These increases were partially offset by a $0.4 million decrease in FDIC insurance expense, primarily related to a lower assessment base resulting from decreased loan balances associated with the Company’s large nonperforming lending relationship.
Discussion of noninterest expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial
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Condition and Results of Operations,” under the heading “Noninterest Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 7, 2025, and is incorporated herein by reference.
Provision for Income Taxes
The provision for income taxes increased $2.3 million to $8.6 million for the year ended December 31, 2025 compared to $6.3 million for December 31, 2024. The increase was primarily attributable to a $9.1 million increase in pre-tax income from the prior year, which was largely driven by a $16.4 million increase in net interest income, partially offset by a $7.1 million increase in noninterest expense.
The effective tax rate was 21.6% for the year ended December 31, 2025 compared to 20.6% for the year ended December 31, 2024. For the period ended December 31, 2025, the annual effective tax rate was greater than the statutory rate of 21%, primarily due to the surrender of certain BOLI policies, which resulted in taxable gains of $2.4 million and $0.2 million in related Modified Endowment Contract (“MEC”) penalties, partially offset by the receipt of a $1.9 million tax-exempt BOLI death benefit.
Additional information related to the surrender of BOLI policies and the related MEC penalty is included in Note 18, Federal and State Income Taxes, in Item 8. of this Annual Report on Form 10-K.
Discussion of provision for income taxes for the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Provision for Income Taxes” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 7, 2025, and is incorporated herein by reference.
Financial Condition
December 31, 2025
Total assets increased $192.7 million, to $4.9 billion at December 31, 2025 compared to $4.7 billion at December 31, 2024, reflecting balance sheet growth primarily driven by loan growth.
Total portfolio loans increased $254.7 million, or 7.0% to $3.9 billion at December 31, 2025 compared to December 31, 2024. Loan growth was led by increases in the CRE, residential mortgage, construction and commercial and industrial loan (“C&I”) portfolios, partially offset by curtailment payments within the Other loan segment and a decline in the other consumer portfolio.
The available-for-sale securities portfolio decreased $26.8 million during 2025 and represented 14.3% of total assets at December 31, 2025, compared to 15.4% of total assets at December 31, 2024. The decrease was primarily attributable to security sales, normal paydowns, amortization, and calls partially offset by new securities purchases and an improvement in unrealized losses during the year. Refer to the “Securities” section below for further discussion of unrealized losses in the available-for-sale securities portfolio.
During the year ended December 31, 2025, the Company initiated $27.4 million in 1035 exchanges of BOLI to transfer proceeds to new insurance carriers and take advantage of enhanced credit ratings and improved yields resulting from favorable BOLI market conditions. The exchange allowed the Company to retire lower-yielding BOLI assets and reinvest the proceeds into higher yielding BOLI related assets on the balance sheet.
Total deposits increased $57.5 million to $4.2 billion at December 31, 2025 compared to December 31, 2024, which included $55.9 million related to the Branch Purchase completed during the second quarter of 2025. Deposit growth was driven by
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increases in interest-bearing demand accounts and money market accounts, partially offset by decreases in noninterest-bearing demand accounts, savings accounts and CDs.
FHLB borrowings increased $108.5 million to $178.5 million at December 31, 2025 compared to $70.0 million at December 31, 2024, primarily to support loan growth. The Company had no outstanding federal funds purchased at December 31, 2025 or 2024.
Securities
The following table presents the composition of available-for-sale securities for the periods presented:
| (Dollars in Thousands) | 2025 | 2024 | $ Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Government Agency Securities | 19,375 | 26,950 | (7,575) | ||||||||
| Residential Mortgage-Backed Securities | 76,773 | 96,153 | (19,380) | ||||||||
| Commercial Mortgage-Backed Securities | 25,122 | 21,587 | 3,535 | ||||||||
| Other Commercial Mortgage-Backed Securities | 24,254 | 21,970 | 2,284 | ||||||||
| Asset Backed Securities | 94,797 | 118,521 | (23,724) | ||||||||
| Collateralized Mortgage Obligations | 161,820 | 148,588 | 13,232 | ||||||||
| States and Political Subdivisions | 234,224 | 221,181 | 13,043 | ||||||||
| Corporate Notes | 55,247 | 63,450 | (8,203) | ||||||||
| Total | $ | 691,612 | $ | 718,400 | $ | (26,788) |
The balances and average rates of our available-for-sale securities portfolio are presented below as of December 31:
| (Dollars in Thousands) | 2025 | 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance | Weighted-Average Yield 1, 2 | Balance | Weighted-Average Yield 1, 2 | |||||||||||
| U.S. Government Agency Securities | 19,375 | 4.11 | % | 26,950 | 4.82 | % | ||||||||
| Residential Mortgage-Backed Securities | 76,773 | 3.04 | % | 96,153 | 3.37 | % | ||||||||
| Commercial Mortgage-Backed Securities | 25,122 | 4.60 | % | 21,587 | 5.20 | % | ||||||||
| Other Commercial Mortgage-Backed Securities | 24,254 | 3.62 | % | 21,970 | 2.63 | % | ||||||||
| Asset Backed Securities | 94,797 | 2.85 | % | 118,521 | 3.95 | % | ||||||||
| Collateralized Mortgage Obligations | 161,820 | 4.18 | % | 148,588 | 4.13 | % | ||||||||
| States and Political Subdivisions | 234,224 | 2.36 | % | 221,181 | 2.36 | % | ||||||||
| Corporate Notes | 55,247 | 3.92 | % | 63,450 | 3.87 | % | ||||||||
| Total | $ | 691,612 | 3.20 | % | $ | 718,400 | 3.40 | % |
1Weighted-average yields on tax-exempt obligations are calculated on a taxable-equivalent basis using the federal statutory tax rate of 21 percent.
2Weighted-average yields are calculated by dividing interest income (based on book yield) by the amortized cost basis of securities in each presented security category.
The Company invests in various securities to maintain liquidity satisfy various pledging requirements, enhance net interest income, and support balance sheet diversification and interest rate risk management through oversight by ALCO. Securities are subject to market risk, which could adversely affect the level of liquidity available. All security purchases are governed by the Company’s investment policy, which is approved annually by the Board of Directors and administered by ALCO and the treasury function.
The securities portfolio totaled $691.6 million at December 31, 2025, a net decrease of $26.8 million from December 31, 2024. During the year ended December 31, 2025, the Company purchased $63.7 million of securities and recognized a $28.6 million improvement in unrealized losses driven primarily by favorable movements in intermediate term U.S. Treasury yields. These increases were more than offset by $19.0 million of securities sales and $100.1 million of principal reductions resulting from normal paydowns, maturities, calls and amortization, resulting in the net decline in the securities portfolio during the year. Securities represented 14.3% of total assets at December 31, 2025 compared to 15.4% at December 31, 2024.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
As of December 31, 2025, approximately 36.3% of the securities portfolio consisted of variable rate securities, with approximately 94.9% of the portfolio repricing at least once within the next 12 months. Total gross unrealized gains in the available-for-sale portfolio were $0.4 million at December 31, 2025, offset by $54.2 million of gross unrealized losses, compared to gross unrealized gains of $0.1 million and gross unrealized losses of $82.4 million at December 31, 2024.
Management believes that unrealized losses on debt securities at December 31, 2025 are temporary and primarily attributable to changes in market interest rates since the time of purchase rather than deterioration in credit quality. Approximately 45.1% of the securities portfolio is comprised of obligations issued by U.S. government sponsored entities that carry implicit government guarantees. States and political subdivision securities comprise 33.9% and are largely general obligations and essential purpose revenue bonds, which have historically performed well across economic cycles and are predominantly rated AA and AAA. The Company has the ability and intent to hold these securities to maturity and expects to recover the full amortized cost of these investments. The Company may occasionally sell securities to take advantage of market opportunities or as part of a strategic initiative.
Unrealized losses were concentrated primarily in securities with intermediate and long-term maturities, whose market values are most sensitive to movements in the U.S. Treasury yield curve, particularly the five year and ten year maturities. During the year ended December 31, 2025, intermediate term Treasury yields declined, contributing to a reduction in unrealized losses. At December 31, 2025, the five and ten-year U.S. Treasury yields were 3.73% and 4.18%, respectively, compared to 4.38% and 4.58%, respectively, at December 31, 2024. The decline of approximately 65 basis points in the five year yield and 40 basis points in the ten year yield largely explains the improvement in unrealized losses during 2025, with longer duration securities, such as municipal bonds, experiencing the most pronounced valuation changes.
Changes in intermediate and long-term interest rates, which are market driven, will continue to affect the market value of fixed rate securities. Accordingly, the Company expects ongoing fluctuations in the market values of its intermediate and long-term maturity securities as Treasury yields change. Floating rate securities generally maintained stable market values, as their coupon rates adjust in line with changes in short-term interest rates set by the Federal Reserve.
If any impairment of securities were determined to be credit related, the Company would recognize an ACL through provision for credit losses in the period an impairment is identified, while any non-credit related impairment would be recorded in accumulated other comprehensive loss, net of applicable taxes. At December 31, 2025 and December 31, 2024, the Company had no credit related impairments in its securities portfolio.
Under Basel III capital rules, most banking organizations are permitted to make a one-time election to retain the existing regulatory capital treatment for accumulated other comprehensive loss. The Company elected to retain this treatment, under which accumulated comprehensive loss is excluded from regulatory capital. As a result, changes in unrealized gains and losses on available-for-sale securities do not affect regulatory capital levels, therefore reducing capital volatility associated with interest rate movements.
During 2024, the Company purchased $10.0 million of equity securities consisting of an investment in a market-rate, NASDAQ listed mutual fund that invests primarily in high quality fixed income securities, principally government agency obligations. The fund is designed to support community development initiatives throughout the United States, with a primary focus on expanding access to affordable housing for low and moderate income borrowers and renters, including those located in majority-minority census tracts.
Although the fund invests on a national basis, individual bond investments are designated to the Company and aligned with its geographic footprint. The Company’s investment in this mutual fund qualifies for consideration under the Community Reinvestment Act (“CRA”) and supports the Company’s ongoing commitment to community development activities.
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The following table sets forth the maturities of available-for-sale securities at December 31, 2025 and the weighted average yields of such securities.
Available-for-Sale Securities
| (Dollars in Thousands) | Maturing | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Within One Year | After One But Within Five Years | After Five But Within Ten Years | After Ten Years | |||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||
| U.S. Government Agency Securities | $ | — | — | % | $ | 7,979 | 3.50 | % | $ | 11,396 | 4.56 | % | $ | — | — | % | ||||||||||||
| Residential Mortgage-Backed Securities2 | — | — | % | 2,179 | 4.55 | % | 3 | 6.25 | % | 74,591 | 3.00 | % | ||||||||||||||||
| Commercial Mortgage-Backed Securities2 | — | — | % | 7,746 | 4.75 | % | 8,123 | 3.87 | % | 9,253 | 5.12 | % | ||||||||||||||||
| Other Commercial Mortgage-Backed Securities2 | — | — | % | — | — | % | 1,989 | 1.51 | % | 22,265 | 3.84 | % | ||||||||||||||||
| Asset Backed Securities2 | — | — | % | 40,114 | 1.95 | % | 39,448 | 3.38 | % | 15,235 | 3.81 | % | ||||||||||||||||
| Collateralized Mortgage Obligations2 | — | — | % | 14,426 | 5.38 | % | 5,705 | 5.59 | % | 141,689 | 4.01 | % | ||||||||||||||||
| States and Political Subdivisions | 742 | 2.09 | % | 46,672 | 2.19 | % | 176,275 | 2.38 | % | 10,535 | 2.84 | % | ||||||||||||||||
| Corporate Notes | — | — | % | 4,741 | 8.83 | % | 50,506 | 3.49 | % | — | — | % | ||||||||||||||||
| Total | $ | 742 | $ | 123,857 | $ | 293,445 | $ | 273,568 | ||||||||||||||||||||
| Weighted Average Yield 1, 3 | 2.09 | % | 2.99 | % | 2.86 | % | 3.69 | % |
1Weighted-average yields on tax-exempt obligations are calculated on a taxable-equivalent basis using the federal statutory tax rate of 21 percent.
2 Securities not due at a single maturity date
3Weighted-average yields are calculated by dividing interest income (based on book yield) by the amortized cost basis of securities in each presented maturity bucket and security category.
At December 31, 2025, the Company held no securities classified as held-to-maturity. If the Company were to designate securities as held-to-maturity in future periods, disclosures would include the weighted average yield by contractual maturity range, as applicable.
At December 31, 2025, approximately 63.7% of the securities portfolio consisted of fixed rate securities and 36.3% consisted of floating rate securities. Although certain floating rate securities have stated maturities exceeding ten years, their interest rates generally reprice on a monthly basis. As a result, the effective duration of these securities is relatively short, generally less than one year, which reduces their sensitivity to changes in interest rates.
Refer to Note 5, Investment Securities, in the Notes to Consolidated Financial Statements included in Item 8. of this Annual Report on Form 10-K for additional information regarding the Company’s securities portfolio.
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Loan Composition
The following table summarizes our loan portfolio as of the periods presented:
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||
| Commercial | |||||||||||||||||||
| Commercial Real Estate | $ | 2,114,314 | $ | 1,869,831 | $ | 1,670,631 | $ | 1,470,562 | $ | 1,323,252 | |||||||||
| Commercial and Industrial | 231,921 | 230,483 | 271,511 | 309,792 | 345,376 | ||||||||||||||
| Total Commercial Loans | 2,346,235 | 2,100,314 | 1,942,142 | 1,780,354 | 1,668,628 | ||||||||||||||
| Consumer | |||||||||||||||||||
| Residential Mortgages | 822,141 | 777,471 | 787,929 | 657,948 | 457,988 | ||||||||||||||
| Other Consumer | 28,416 | 28,908 | 34,277 | 44,562 | 44,666 | ||||||||||||||
| Total Consumer Loans | 850,557 | 806,379 | 822,206 | 702,510 | 502,654 | ||||||||||||||
| Construction | 465,613 | 462,930 | 436,349 | 353,553 | 282,947 | ||||||||||||||
| Other | 217,155 | 255,203 | 305,213 | 312,496 | 357,900 | ||||||||||||||
| Total Portfolio Loans | 3,879,560 | 3,624,826 | 3,505,910 | 3,148,913 | 2,812,129 | ||||||||||||||
| Loans Held-for-Sale | 339 | — | — | — | 228 | ||||||||||||||
| Total Loans | $ | 3,879,899 | $ | 3,624,826 | $ | 3,505,910 | $ | 3,148,913 | $ | 2,812,357 |
The loan portfolio is the Company’s primary source of interest income and is subject to inherent credit risk, including the risk that borrowers may be unable to meet their contractual obligations. Adverse developments in a borrower’s industry or in overall economic conditions may negatively affect repayment capacity. For a discussion of risk factors relevant to the Company’s business and operations, refer to Part I, Item 1A. “Risk Factors,” in this Annual Report on Form 10-K for the year ended December 31, 2025.
Total portfolio loans increased $254.7 million, or 7.0%, to $3.9 billion at December 31, 2025, compared to December 31, 2024. Growth was driven by increased production in the CRE, C&I, residential mortgage, and construction portfolios, partially offset by declines in the Other segment, reflecting $38.0 million of curtailment payments during 2025 and a decrease in the other consumer portfolio.
The Company actively monitors the loan portfolio in light of changing market conditions, borrower performance, and the interest rate environment. At December 31, 2025, the loan portfolio consisted of 24.1% floating rates loans that reprice monthly, 37.5% variable rate loans that reprice at least once during the life of the loan, and 38.4% fixed rate loans.
CRE loans represented 54.5% of total portfolio loans at December 31, 2025, compared to 51.6% at December 31, 2024. The CRE portfolio is monitored for potential concentrations of credit risk by market, property type and tenant exposure. Collateral securing CRE loans is geographically concentrated primarily in North Carolina, Virginia and South Carolina and includes properties within the retail/restaurant, warehouse, hospitality, multifamily, office, and long-term care sectors.
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The following table presents the Company's CRE loan portfolio by collateral type, including outstanding balances, loans classified as special mention or substandard, and the related percentages by collateral category as of the dates presented:
| December 31, 2025 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgage | Construction | Other | Total | CRE Collateral Type in Special Mention and Substandard Risk Rating | % of Each Segment to Total CRE Collateral Type | |||||||||||||||||||||||
| Retail/Restaurant | $ | 501,030 | $ | 114 | $ | — | $ | 49,172 | $ | 3,135 | $ | 553,451 | $ | 6 | 20.0 | % | |||||||||||||||
| Warehouse | 460,244 | — | — | 40,472 | — | 500,716 | 9,568 | 18.1 | % | ||||||||||||||||||||||
| Hospitality | 280,803 | — | — | 41,192 | 51,552 | 373,547 | 51,552 | 13.5 | % | ||||||||||||||||||||||
| Multifamily | 348,794 | — | — | 86,679 | — | 435,473 | 5,402 | 15.7 | % | ||||||||||||||||||||||
| Office | 217,092 | — | — | — | 508 | 217,600 | 25,658 | 7.9 | % | ||||||||||||||||||||||
| Land | 809 | — | — | 101,073 | 36,619 | 138,501 | 36,660 | 5.0 | % | ||||||||||||||||||||||
| Single Family | 33,420 | — | 62,072 | 15,144 | 13,367 | 124,003 | 13,460 | 4.5 | % | ||||||||||||||||||||||
| Country Club | 3,346 | — | — | — | 45,002 | 48,348 | 45,002 | 1.7 | % | ||||||||||||||||||||||
| Long-term Care | 59,409 | — | — | 37,232 | — | 96,641 | — | 3.5 | % | ||||||||||||||||||||||
| Other | 208,907 | 73 | — | 70,835 | — | 279,815 | — | 10.1 | % | ||||||||||||||||||||||
| Total | $ | 2,113,854 | $ | 187 | $ | 62,072 | $ | 441,799 | $ | 150,183 | $ | 2,768,095 | $ | 187,308 | 100.0 | % |
| December 31, 2024 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgage | Construction | Other | Total | CRE Collateral Type in Special Mention and Substandard Risk Rating | % of Each Segment to Total CRE Collateral Type | |||||||||||||||||||||||
| Retail/Restaurant | $ | 415,624 | $ | 122 | $ | — | $ | 55,093 | $ | — | $ | 470,839 | $ | 451 | 18.5 | % | |||||||||||||||
| Warehouse | 405,333 | 493 | — | 53,990 | — | 459,816 | 3,865 | 18.1 | % | ||||||||||||||||||||||
| Hospitality | 288,505 | — | — | 14,647 | 51,552 | 354,704 | 51,552 | 13.9 | % | ||||||||||||||||||||||
| Multifamily | 286,203 | — | — | 105,677 | — | 391,880 | 4,516 | 15.4 | % | ||||||||||||||||||||||
| Office | 221,445 | — | — | 7,468 | 508 | 229,421 | 1,080 | 9.0 | % | ||||||||||||||||||||||
| Land | 771 | — | — | 114,344 | 57,925 | 173,040 | 57,975 | 6.8 | % | ||||||||||||||||||||||
| Single Family | 25,630 | — | 50,334 | 37,622 | 13,367 | 126,953 | 13,445 | 5.0 | % | ||||||||||||||||||||||
| Country Club | 3,393 | — | — | — | 45,002 | 48,395 | 45,002 | 1.9 | % | ||||||||||||||||||||||
| Long-term Care | 30,474 | — | — | 17,492 | — | 47,966 | — | 1.9 | % | ||||||||||||||||||||||
| Other | 197,655 | 389 | — | 36,964 | 7,628 | 242,636 | 12,159 | 9.5 | % | ||||||||||||||||||||||
| Total | $ | 1,875,033 | $ | 1,004 | $ | 50,334 | $ | 443,297 | $ | 175,982 | $ | 2,545,650 | $ | 190,045 | 100.0 | % |
CRE loans represent a concentration of credit risk within the loan portfolio. The majority of the Company’s CRE loans are originated within its core geographic markets, extended to experienced developers and sponsors, and generally supported by guaranty structures that provide recourse to individuals with demonstrated financial capacity.
Management believes its local and regional market expertise enables effective management of CRE concentration risk. This operating knowledge is derived from direct customer relationships, an understanding of borrower business models, and access to market research tools that provide data on occupancy levels, lease growth rates, and new construction activity. These market indicators are reviewed regularly by credit officers and communicated to lending teams.
The Company’s underwriting process incorporates multiple stress scenarios, primarily focused on borrower cash flow and leverage, to determine supportable loan structures and appropriate commitment levels.
Aggregate commitments to the Company’s top 10 credit relationships totaled $659.7 million, representing 17.0% of gross loans at December 31, 2025, compared to $669.2 million, or 18.5% of gross loans, at December 31, 2024. The Other segment accounted for 32.4% of the top 10 credit relationships at December 31, 2025. During the second quarter of 2023, the Company
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
placed its largest credit relationship, with a current balance of $214.0 million at December 31, 2025, on nonaccrual status, as discussed further below in the “Credit Quality” section of this MD&A.
The following table summarizes the Company’s top 10 credit relationships and the industries represented as of the dates presented:
| For the Periods Ending | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dollars in Thousands | 12/31/2025 | 12/31/2024 | Change | 2025 % of Gross Loans | 2025 % of RBC | |||||||||||||
| 1. Hospitality, Agriculture & Energy | $ | 214,020 | $ | 251,982 | $ | (37,962) | 5.52 | % | 41.66 | % | ||||||||
| 2. Multifamily | 58,610 | 58,871 | (261) | 1.51 | % | 11.41 | % | |||||||||||
| 3. Retail & Office | 54,838 | 52,913 | 1,925 | 1.41 | % | 10.67 | % | |||||||||||
| 4. Office & Retail | 51,560 | 40,462 | 11,098 | 1.33 | % | 10.04 | % | |||||||||||
| 5. Warehouse | 47,969 | 49,661 | (1,692) | 1.24 | % | 9.34 | % | |||||||||||
| 6. Retail | 47,619 | 44,511 | 3,108 | 1.23 | % | 9.27 | % | |||||||||||
| 7. Land & Self-Storage | 47,392 | 43,004 | 4,388 | 1.22 | % | 9.22 | % | |||||||||||
| 8. Warehouse | 46,687 | 44,577 | 2,110 | 1.20 | % | 9.09 | % | |||||||||||
| 9. Long-Term Care | 46,199 | 46,199 | — | 1.19 | % | 8.99 | % | |||||||||||
| 10. Multifamily | 44,842 | 36,972 | 7,870 | 1.15 | % | 8.73 | % | |||||||||||
| Top Ten (10) Relationships | 659,736 | 669,152 | (9,416) | 17.00 | % | 128.42 | % | |||||||||||
| Total Gross Loans | 3,879,899 | 3,624,826 | 255,073 | |||||||||||||||
| % of Total Gross Loans | 17.00 | % | 18.46 | % | (1.46) | % | ||||||||||||
| Concentration (25% of Risk Based Capital ("RBC")) | $ | 128,431 | $ | 125,190 |
Unfunded commitments on lines of credit totaled $643.9 million at December 31, 2025, compared to $620.8 million at December 31, 2024. The majority of unused commitments relate to construction lines of credit, which are expected to be funded as projects progress toward completion.
Total line of credit utilization was 53.2% at December 31, 2025, compared to 53.8% at December 31, 2024. Utilization of commercial operating lines of credit was 52.8% at December 31, 2025, compared to 53.8% at December 31, 2024.
The following tables present the maturity schedule of portfolio loan types at December 31, 2025:
| Maturity | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Within One Year | After One But Within Five Years | After Five But Within 15 Years | After 15 Years | Total | ||||||||||||||
| Fixed interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 151,274 | $ | 771,853 | $ | 108,806 | $ | 1,764 | $ | 1,033,697 | |||||||||
| Commercial and Industrial | 9,871 | 54,056 | 75,951 | 2,633 | 142,511 | ||||||||||||||
| Residential Mortgages | 3,148 | 26,122 | 55,886 | 17,208 | 102,364 | ||||||||||||||
| Other Consumer | 1,505 | 26,173 | 738 | — | 28,416 | ||||||||||||||
| Construction | 61,167 | 83,130 | 18,769 | 19,155 | 182,221 | ||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||
| Portfolio Loans with Fixed Interest Rates | $ | 226,965 | $ | 961,334 | $ | 260,150 | $ | 40,760 | $ | 1,489,209 | |||||||||
| Variable interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 61,194 | $ | 223,493 | $ | 707,595 | $ | 88,335 | $ | 1,080,617 | |||||||||
| Commercial and Industrial | 15,490 | 43,869 | 27,743 | 2,308 | 89,410 | ||||||||||||||
| Residential Mortgages | 6,313 | 3,990 | 36,827 | 672,647 | 719,777 | ||||||||||||||
| Other Consumer | — | — | — | — | — | ||||||||||||||
| Construction | 39,663 | 139,029 | 97,973 | 6,727 | 283,392 | ||||||||||||||
| Other | 214,020 | — | — | 3,135 | 217,155 | ||||||||||||||
| Portfolio Loans with Variable Interest Rates | $ | 336,680 | $ | 410,381 | $ | 870,138 | $ | 773,152 | $ | 2,390,351 | |||||||||
| Total Portfolio Loans | $ | 563,645 | $ | 1,371,715 | $ | 1,130,288 | $ | 813,912 | $ | 3,879,560 |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Refer to Note 6, Loans and Loans Held-for-Sale, in the Notes to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K for additional information related to our loans.
Credit Quality
On a monthly basis, a Criticized Asset Committee meets to review certain watch, special mention and substandard risk rated loans that fall within prescribed policy thresholds. These loans generally represent those with the highest potential risk of loss to the Company. For loans identified through this process, management establishes action plans and conducts ongoing monitoring, which includes regular communication with the borrower and loan officer, review of current financial information and other supporting documentation, evaluation of existing or proposed loan structures or modifications, and periodic reassessment of collateral values.
On a quarterly basis, the Credit Risk Committee of the Board meets to review loan portfolio metrics, approve segment concentration limits, evaluate the adequacy of the ACL, and review the results of loan review activities identified during the prior quarter. Annually, this committee also approves credit related policy changes and enhancements as they are implemented.
Additional credit risk management practices include continuous monitoring of trends within the Company’s lending footprint and ongoing evaluation of lending policies and procedures designed to support sound underwriting standards. These practices include oversight of portfolio concentrations, delinquencies trends, and the results of annual portfolio level stress testing.
The loan review department provides independent oversight of credit quality and evaluates the effectiveness of credit risk management practices. This function has primary responsibility for assessing commercial credit administration, consumer and mortgage underwriting and credit decision processes, and the appropriateness of assigned risk ratings for loans reviewed, as well as providing input into the overall loan risk rating process.
The Company’s policy is to place loans on nonaccrual status when collection of principal or interest is doubtful or, generally, when contractual principal or interest payments are 90 days or more past due. Consumer unsecured loans and secured loans are evaluated for charge-off once they become 90 days past due, and loans that reach 90 days delinquent are automatically transferred to nonaccrual status. Management, however, retains discretion at the individual loan level. A loan may be placed on nonaccrual prior to becoming 90 days past due if full collection of principal and interest is deemed unlikely. Conversely, a loan that is 90 days or more past due may be maintained in accrual status if it is well-secured and in process of collection.
Unsecured loans are generally charged-off in full, while secured loans are charged-off to the estimated fair value of the collateral, net of estimated cost to sell.
The repayment capacity of commercial borrowers is dependent on the performance of their underlying businesses and general economic conditions. Given the higher potential for loss within the commercial loan portfolio, these loans are monitored through an internal risk rating system. Risk ratings are assigned based on the borrower’s creditworthiness and are reviewed on an ongoing basis in accordance with internal policies. Loans rated special mention or substandard exhibit potential or well-defined weaknesses that are not typically present in higher quality performing loans, and therefore require heightened management attention to mitigate the risk of loss.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Nonperforming assets consist of NPLs and OREO. The following table summarizes nonperforming assets at the dates presented:
| (Dollars in Thousands) | December 31, 2025 | December 31, 2024 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonaccrual Loans | |||||||||||
| Commercial Real Estate | $ | 23,861 | $ | 1,176 | $ | 22,685 | |||||
| Commercial and Industrial | 1,013 | 1,078 | (65) | ||||||||
| Residential Mortgages | 4,623 | 4,865 | (242) | ||||||||
| Other Consumer | 25 | 20 | 5 | ||||||||
| Construction | 440 | 228 | 212 | ||||||||
| Other | 214,020 | 251,982 | (37,962) | ||||||||
| Total Nonperforming Loans | 243,982 | 259,349 | (15,367) | ||||||||
| Other Real Estate Owned | 142 | 659 | (517) | ||||||||
| Total Nonperforming Assets | $ | 244,124 | $ | 260,008 | $ | (15,884) | |||||
| Nonperforming Loans to Total Portfolio Loans | 6.29 | % | 7.15 | % | |||||||
| Nonperforming Assets to Total Portfolio Loans plus Other Real Estate Owned | 6.29 | % | 7.17 | % |
At December 31, 2025, total nonperforming assets decreased $15.9 million to $244.1 million compared to December 31, 2024. The decrease was primarily driven by a $15.4 million reduction in nonaccrual loans primarily within the Company’s Other segment, residential mortgages and C&I portfolios. The reduction in the Other segment was largely attributable to $38.0 million of curtailment payments received during 2025 related to the Company’s largest nonperforming credit relationship.
This decrease was partially offset by the transfer of certain loans to nonaccrual status during the year, including a $9.5 million CRE relationship consisting of four loans placed on nonaccrual status during the first quarter of 2025, a $14.3 million CRE loan placed on nonaccrual status during the third quarter of 2025, and a $0.8 million residential mortgage loan placed on nonaccrual status during the third quarter of 2025. The $14.3 million CRE loan is secured by an office building that experienced government agency tenants vacated during the fourth quarter of 2025. Although the loan was originated at a relatively low loan-to-value ratio, an updated appraisal received in the fourth quarter of 2025 resulted in the establishment of a $1.0 million specific reserve. Management believes the loan remains well-secured based on its net carrying value and continues to closely monitor this loan and other similar CRE credits for changes in valuation and other market impacts.
The $9.5 million CRE relationship placed on nonaccrual status during the first quarter of 2025 is secured by warehouse facilities located in North Carolina. The properties are currently in receivership and are being marketed for sale, with these properties under contract as of December 31, 2025. Based on updated appraisals during the fourth quarter of 2025, a specific reserve on one loan in this relationship was reduced to $0.6 million.
During the second quarter of 2023, the Company placed $301.9 million of commercial loans within the Other segment related to its largest lending relationship on nonaccrual status due to loan maturities and failure to pay in full. These loans remained on nonaccrual status at December 31, 2025 and December 31, 2024 and represented 87.7% of total NPLs and total nonperforming assets at December 31, 2025. Since June 30, 2023, cumulative curtailment payments of $87.9 million made by the Justice Entities to the Bank, have reduced the outstanding principal balance of this relationship from $301.9 million to $214.0 million at December 31, 2025.
The Company believes this credit is well secured based on its net carrying value and has appropriately reserved for expected credit losses with respect to all such loans based on information currently available. However, the Company cannot give any assurance as to the timing or amount of future payments or collections on such loans, the timing of any credit administration or collection efforts, or that the Company will ultimately collect all amounts contractually due. The Company is closely monitoring all developments that may impact collateral values or potential recoveries on its NPLs, including claims that may be asserted by other purported creditors.
Based on analyses of the credit relationship and various discounted cash flow (“DCF”) valuation techniques utilized in the alternative modeling, which resulted in specific reserves with respect to these loans of $18.0 million at December 31, 2025, or 8.4% of these loans aggregate principal amount as compared to $30.3 million or 12.0% of these loans aggregate principal amount at December 31, 2024. This decline was driven by the aforementioned curtailments, updated analysis of the credit
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
relationship during the second quarter of 2025 using the DCF model with updated assumptions and inputs regarding the credit relationship, legal risk and related risks.
As the borrowers on these loans operate in the hospitality, agriculture, and energy sectors, this credit relationship is secured by, among other collateral, commercial real estate properties in these sectors including but not limited to top-tier hospitality properties. When evaluating the net carrying value of this credit relationship at December 31, 2025, the Company utilized DCF valuation techniques to estimate the timing and magnitude of potential recoveries resulting from various collection processes.
Closed retail bank offices, recorded in OREO on the Consolidated Balance Sheets, had a book value of $0.1 million at December 31, 2025 compared to $0.7 million at December 31, 2024. During the year ended December 31, 2025, the Bank transferred three closed retail branch properties to OREO. This activity was partially offset by the sale of one branch during the second quarter of 2025 and the sale of the remaining two branches during the third quarter of 2025.
The following is an analysis of NPLs by loan portfolio segment for the dates presented, and each segment’s relative contribution to total NPLs:
| December 31, 2025 | December 31, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of NPLs | Amount | % of NPLs | ||||||||||
| Commercial Real Estate | $ | 23,861 | 9.8 | % | $ | 1,176 | 0.4 | % | ||||||
| Commercial and Industrial | 1,013 | 0.4 | % | 1,078 | 0.4 | % | ||||||||
| Residential Mortgages | 4,623 | 1.9 | % | 4,865 | 1.9 | % | ||||||||
| Other Consumer | 25 | — | % | 20 | — | % | ||||||||
| Construction | 440 | 0.2 | % | 228 | 0.1 | % | ||||||||
| Other | 214,020 | 87.7 | % | 251,982 | 97.2 | % | ||||||||
| Balance End of Period | $ | 243,982 | 100.0 | % | $ | 259,349 | 100.0 | % |
The Company’s legacy underwriting practices placed significant emphasis on loan to value metrics and, in certain cases, did not fully consider borrower income characteristics or the repayment capacity of collateral, particularly for speculative and land based financings. Reliance on collateral value as a primary source of repayment can be adversely affected during real estate cycles. In response, management has actively addressed these legacy credits and implemented enhanced underwriting guardrails that emphasize global borrower cash flows, repayment capability, limits on speculative exposure and transaction size, and the use of sensitivity analysis to determine supportable loan amounts. While these guardrails do not eliminate exposure to credit cycles, management believes they reduce the risk of default.
Closed-end installment loans, amortizing loans secured by real estate, and other loans with monthly payment schedules are considered past due when payments are two or more months in arrears. Multi-payment obligations with payment schedules other than monthly are reported as past due when a scheduled payment remains unpaid for 30 days or more. Management monitors delinquency trends on a monthly basis, including early stage delinquencies and loans exhibiting heightened risk characteristics, to identify emerging credit deterioration.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table summarizes past due loans for the dates presented:
| (Dollars in Thousands) | December 31, 2025 | December 31, 2024 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Loans 30 to 89 Days Past Due | |||||||||||
| Commercial | |||||||||||
| Commercial Real Estate | $ | 3 | $ | 2,642 | $ | (2,639) | |||||
| Commercial and Industrial | 159 | 180 | (21) | ||||||||
| Total Commercial Loans | 162 | 2,822 | (2,660) | ||||||||
| Consumer | |||||||||||
| Residential Mortgages | 1,899 | 917 | 982 | ||||||||
| Other Consumer | 267 | 306 | (39) | ||||||||
| Total Consumer Loans | 2,166 | 1,223 | 943 | ||||||||
| Construction | 908 | 783 | 125 | ||||||||
| Other | — | — | — | ||||||||
| Total Loans 30 to 89 Days Past Due | $ | 3,236 | $ | 4,828 | $ | (1,592) |
There were no portfolio loans past due more than 90 days and still accruing at December 31, 2025 or December 31, 2024. Loans past due 30 to 89 days and still accruing decreased by $1.6 million to $3.2 million at December 31, 2025, compared to $4.8 million at December 31, 2024. The decrease was primarily driven by a $2.4 million CRE loan that moved to nonperforming status during the first quarter of 2025, partially offset by a $1.0 million residential mortgage loan that became past due in the third quarter of 2025 and was still 30 days past due at December 31, 2025.
The following tables represent credit exposures by internally assigned risk ratings as of December 31, 2025 and 2024:
| December 31, 2025 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 2,079,579 | $ | 230,899 | $ | 816,315 | $ | 28,391 | $ | 459,071 | $ | 3,135 | $ | 3,617,390 | |||||||||||||
| Special Mention | 10,874 | 9 | 89 | — | 700 | — | 11,672 | ||||||||||||||||||||
| Substandard | 23,861 | 1,013 | 5,737 | 25 | 5,842 | 214,020 | 250,498 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 2,114,314 | $ | 231,921 | $ | 822,141 | $ | 28,416 | $ | 465,613 | $ | 217,155 | $ | 3,879,560 | |||||||||||||
| Performing Loans | $ | 2,090,453 | $ | 230,908 | $ | 817,518 | $ | 28,391 | $ | 465,173 | $ | 3,135 | $ | 3,635,578 | |||||||||||||
| Nonaccrual Loans | 23,861 | 1,013 | 4,623 | 25 | 440 | 214,020 | 243,982 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 2,114,314 | $ | 231,921 | $ | 822,141 | $ | 28,416 | $ | 465,613 | $ | 217,155 | $ | 3,879,560 |
| December 31, 2024 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 1,860,313 | $ | 227,412 | $ | 772,514 | $ | 28,888 | $ | 458,223 | $ | 3,221 | $ | 3,350,571 | |||||||||||||
| Special Mention | 2,460 | — | 92 | — | 4,479 | — | 7,031 | ||||||||||||||||||||
| Substandard | 7,058 | 3,071 | 4,865 | 20 | 228 | 251,982 | 267,224 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,869,831 | $ | 230,483 | $ | 777,471 | $ | 28,908 | $ | 462,930 | $ | 255,203 | $ | 3,624,826 | |||||||||||||
| Performing Loans | $ | 1,868,655 | $ | 229,405 | $ | 772,606 | $ | 28,888 | $ | 462,702 | $ | 3,221 | $ | 3,365,477 | |||||||||||||
| Nonaccrual Loans | 1,176 | 1,078 | 4,865 | 20 | 228 | 251,982 | 259,349 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,869,831 | $ | 230,483 | $ | 777,471 | $ | 28,908 | $ | 462,930 | $ | 255,203 | $ | 3,624,826 |
At December 31, 2025 and December 31, 2024, the Company had no loans classified as doubtful. The levels of special mention and substandard loans at December 31, 2025, compared to December 31, 2024, reflected an increase of $4.6 million in special mention and a decrease of $16.7 million in substandard loans.
Special mention loans increased primarily due to the addition of a $10.8 million CRE office building loan that was downgraded from pass to special mention during the fourth quarter of 2025. This increase was partially offset by the payoff of a $4.4 million construction loan during the second quarter of 2025 and the downgrade of a previously mentioned $2.4 million CRE loan from special mention to substandard in the first quarter of 2025.
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Substandard loans decreased primarily due to $38.0 million of curtailment payments, related to the Bank’s largest nonperforming credit relationship, received during the year ended December 31, 2025, and due to the upgrade of a $2.0 million C&I loan to special mention in the first quarter of 2025 and subsequent payoff in the third quarter of 2025. These reductions were partially offset by the downgrade of a $14.3 million CRE loan from pass to substandard in the third quarter of 2025. Also impacting the decline was the downgrade of a single borrower relationship totaling $9.5 million consisting of three CRE loans totaling $7.1 million that were downgraded from pass to substandard, along with a $2.4 million CRE loan that was downgraded from special mention to substandard in the first quarter of 2025.
Refer to Note 7, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K for additional information related to our NPLs and OREO.
Allowance for Credit Losses
The following is the allocation of the ACL balance by segment at December 31 for each of the years presented:
| (Dollars in Thousands) | 2025 | 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance Beginning of Year | $ | 75,600 | $ | 97,052 | $ | 93,852 | |||||
| (Recovery) Provision for Credit Losses | (3,637) | (5,039) | 5,500 | ||||||||
| Charge-offs: | |||||||||||
| Commercial Real Estate | — | — | — | ||||||||
| Commercial and Industrial | 7 | 40 | 63 | ||||||||
| Residential Mortgages | — | 32 | 203 | ||||||||
| Other Consumer | 879 | 1,759 | 2,665 | ||||||||
| Construction | 1 | 157 | 42 | ||||||||
| Other | — | 15,000 | — | ||||||||
| Total Charge-offs | 887 | 16,988 | 2,973 | ||||||||
| Recoveries: | |||||||||||
| Commercial Real Estate | — | — | — | ||||||||
| Commercial and Industrial | 6 | 49 | 88 | ||||||||
| Residential Mortgages | 14 | 31 | 110 | ||||||||
| Other Consumer | 394 | 495 | 475 | ||||||||
| Construction | 1 | — | — | ||||||||
| Other | — | — | — | ||||||||
| Total Recoveries | 415 | 575 | 673 | ||||||||
| Total Net Charge-offs | 472 | 16,413 | 2,300 | ||||||||
| Balance End of Year | $ | 71,491 | $ | 75,600 | $ | 97,052 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.01% | 0.46% | 0.07% | ||||||||
| Allowance for Credit Losses to Total Portfolio Loans | 1.84% | 2.09% | 2.77% |
The following table presents the net charge-offs by average portfolio loan segments for the years ended December 31:
| (Dollars in Thousands) | 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Commercial Real Estate | — | % | — | % | — | % | |||
| Commercial and Industrial | — | % | — | % | (0.01) | % | |||
| Residential Mortgages | — | % | — | % | 0.01 | % | |||
| Other Consumer | 1.72 | % | 4.10 | % | 5.67 | % | |||
| Construction | — | % | 0.04 | % | 0.01 | % | |||
| Other | — | % | 5.13 | % | — | % | |||
| Total | 0.01 | % | 0.46 | % | 0.07 | % |
Net charge-offs were $0.5 million and $16.4 million for the years ended December 31, 2025 and December 31, 2024. As a percentage of average portfolio loans, net charge-offs were 0.01% for the year ended December 31, 2025, compared to 0.46% for the year ended December 31, 2024. During the year ended December 31, 2024, net loan charge-offs were significantly
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impacted by the $15.0 million principal charge-off related to the Other segment of the loan portfolio, discussed in more detail above under “(Recovery) Provision for Credit Losses” and “The Company’s Business and Strategy.”
The following is the allocation of the ACL balance by segment as of December 31 for the years presented below:
| 2025 | 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of Loans in each Category to Total Portfolio Loans | Amount | % of Loans in each Category to Total Portfolio Loans | ||||||||||
| Commercial Real Estate | $ | 22,526 | 54.5 | % | $ | 20,146 | 51.6 | % | ||||||
| Commercial & Industrial | 2,790 | 6.0 | % | 2,791 | 6.4 | % | ||||||||
| Residential Mortgages | 12,449 | 21.2 | % | 10,389 | 21.4 | % | ||||||||
| Other Consumer | 638 | 0.7 | % | 682 | 0.8 | % | ||||||||
| Construction | 15,020 | 12.0 | % | 11,297 | 12.8 | % | ||||||||
| Other | 18,068 | 5.6 | % | 30,295 | 7.0 | % | ||||||||
| Balance End of Year | $ | 71,491 | 100.0 | % | $ | 75,600 | 100.0 | % |
The ACL was $71.5 million, or 1.84%, of total portfolio loans at December 31, 2025 compared to $75.6 million, or 2.09%, of total portfolio loans at December 31, 2024.
The following table summarizes the credit quality ratios and their components as of December 31 for the years presented below:
| (Dollars in Thousands) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Allowance for Credit Losses to Total Portfolio Loans | |||||||
| Allowance for Credit Losses | $ | 71,491 | $ | 75,600 | |||
| Total Portfolio Loans | 3,879,560 | 3,624,826 | |||||
| Allowance for Credit Losses to Total Portfolio Loans | 1.84 | % | 2.09 | % | |||
| Nonperforming Loans to Total Portfolio Loans | |||||||
| Nonperforming Loans | $ | 243,982 | $ | 259,349 | |||
| Total Portfolio Loans | 3,879,560 | 3,624,826 | |||||
| Nonperforming Loans to Total Portfolio Loans | 6.29 | % | 7.15 | % | |||
| Allowance for Credit Losses to Nonperforming Loans | |||||||
| Allowance for Credit Losses | $ | 71,491 | $ | 75,600 | |||
| Nonperforming Loans | 243,982 | 259,349 | |||||
| Allowance for Credit Losses to Nonperforming Loans | 29.30 | % | 29.15 | % | |||
| Net Charge-offs to Average Portfolio Loans | |||||||
| Net Charge-offs | $ | 472 | $ | 16,413 | |||
| Average Total Portfolio Loans | 3,759,496 | 3,560,297 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.01 | % | 0.46 | % |
The (recovery) provision for credit losses, which includes a (recovery) provision for losses on loans and a (recovery) provision on unfunded commitments, is a (recovery) or charge to earnings to maintain the ACL at a level consistent with management's assessment of expected losses in the loan portfolio at the balance sheet date. The (recovery) for credit losses was a (recovery) of $(3.6) million for the year ended December 31, 2025 compared to a (recovery) for credit losses of $(5.0) million for the same period in 2024. The increase compared to the same period in 2024 were primarily driven by higher loan growth in 2025, the establishment of a new reserve of $1.0 million on a CRE loan during the fourth quarter of 2025 due to an updated appraisal, a reserve of $0.6 million on an existing CRE relationship with four loans that are under contract to sell and $12.0 million lower curtailment payments during the year ended December 31, 2025 compared to the same period in 2024. These increases were partially offset by a reduction in the Other segment reserve of $12.2 million, resulting from a lower reserve rate of 8.43% at December 31, 2025 compared to 12.01% at December 31, 2024 and from $38.0 million curtailment payments received during 2025.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The (recovery) provision for unfunded commitments decreased $0.2 million for the year ended December 31, 2025 compared to the same period in 2024. The decline was due to decreased unfunded commitments in construction loans in 2025. The reserve for unfunded commitments is largely comprised of unfunded commitments related to real estate construction loans. There are three basic factors that influence the reserve rates associated with unfunded commitments for real estate construction loans. First, the reserve rate is extrapolated from the reserve rates calculated for certain commercial real estate funded loans within the ACL model. These reserve rates are influenced by the same factors cited in the ACL model such as economic forecasts, average portfolio life, etc. Refer to Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K for additional information related to the ACL Policy and the discussion of these factors. Second, since the category of construction is generic, management applies a weighting of the reserve rates associated with certain CRE loans. The proportion of these segments affect the weighting. Third, volume changes impact the total reserve calculation.
At December 31, 2025, NPLs decreased $15.4 million since December 31, 2024. NPLs as a percentage of total portfolio loans were 6.29% and 7.15% as of December 31, 2025 and December 31, 2024, respectively.
Refer to Note 7, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K for additional information related to our ACL.
Deposits
The daily average balance of deposits and rates paid on deposits are summarized in the following table for the years ended December 31:
| 2025 | 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Average Balance | Rate | Average Balance | Rate | ||||||||||
| Noninterest-Bearing Demand | $ | 626,754 | — | $ | 644,231 | — | ||||||||
| Interest-Bearing Demand | 794,603 | 1.71 | % | 583,735 | 1.54 | % | ||||||||
| Money Market | 541,250 | 2.52 | % | 511,342 | 3.03 | % | ||||||||
| Savings | 343,367 | 0.14 | % | 399,748 | 0.14 | % | ||||||||
| Certificate of Deposits | 1,902,757 | 3.60 | % | 1,782,573 | 3.95 | % | ||||||||
| Total Interest-Bearing Deposits | 3,581,977 | 2.69 | % | 3,277,398 | 2.91 | % | ||||||||
| Total Average Deposits | $ | 4,208,731 | 2.29 | % | $ | 3,921,629 | 2.43 | % |
Deposits are the Company’s primary source of funding, and management believes the deposit base remains stable with the ability to attract new customers while continuing to diversify deposit composition. Total deposits increased at December 31, 2025, primarily due to $55.9 million of deposits assumed in connection with the Branch Purchase completed during the second quarter of 2025.
For the year ended December 31, 2025, total average deposits increased $287.1 million. This increase was driven by growth in average interest-bearing demand deposits of $210.9 million, or 36.1%, average CDs of $120.2 million, or 6.7%, average money market accounts of $29.9 million, or 5.8%. These increases were partially offset by decreases in average savings accounts of $56.4 million, or 14.1%, and average noninterest-bearing demand deposits of $17.5 million, or 2.7%.
The decline in savings accounts primarily reflected customer preferences shifting toward higher-yielding deposit products or the repositioning of funds into transactional deposit accounts.
At December 31, 2025, noninterest-bearing deposits represented 14.7% of total deposits, compared to 15.3% at December 31, 2024. CDs comprised 45.2% of total deposits at December 31, 2025, compared to 46.3% at December 31, 2024. Based on the assumptions used in preparing regulatory call reports, approximately 81.3% of our total deposits of $4.2 billion were insured under standard FDIC insurance coverage limits at December 31, 2025, while approximately 18.7% were uninsured, compared to approximately 81.6% insured and 18.4% uninsured at December 31, 2024.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table presents additional information about our year-end deposits:
| (Dollars in Thousands) | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Noninterest-Bearing Public Funds Deposits | 33,220 | 55,385 | |||
| Interest-Bearing Public Funds Deposits | 137,600 | 125,342 | |||
| Total Deposits not Covered by Deposit Insurance1 | 787,114 | 762,937 | |||
| Certificates of Deposits not Covered by Deposit Insurance | 310,723 | 297,938 | |||
| Deposits for Certain Directors, Executive Officers and their Affiliates | 3,207 | 2,305 |
1These deposits are presented on an estimated basis. This estimate was determined based on the same methodologies and assumptions used for regulatory reporting requirements.
Maturities of CDs over $250,000 or more, excluding brokered deposits, not covered by deposit insurance at December 31, 2025 are summarized as follows:
| (Dollars in Thousands) | Amount | Percent | |||||
|---|---|---|---|---|---|---|---|
| Three Months or Less | $ | 108,879 | 35.0 | % | |||
| Over Three Months Through Six Months | 72,884 | 23.5 | % | ||||
| Over Six Months Through Twelve Months | 65,384 | 21.0 | % | ||||
| Over Twelve Months | 63,576 | 20.5 | % | ||||
| Total | $ | 310,723 | 100.0 | % |
Refer to Note 14, Deposits, in the Notes to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K for additional information related to our deposits.
FHLB Borrowings and Federal Funds Purchased
Information pertaining to FHLB borrowings and federal funds purchased at December 31 are summarized in the table below:
| (Dollars in Thousands) | 2025 | 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 178,500 | $ | 70,000 | $ | 393,400 | |||||
| Federal Funds Purchased | — | — | — | ||||||||
| Average Balance during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 110,944 | $ | 222,719 | $ | 402,675 | |||||
| Federal Funds Purchased | — | — | 7,023 | ||||||||
| Average Interest Rate during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | 4.19 | % | 5.11 | % | 5.17 | % | |||||
| Federal Funds Purchased | — | % | — | % | 5.24 | % | |||||
| Maximum Month-end Balance during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 178,500 | $ | 403,000 | $ | 525,135 | |||||
| Federal Funds Purchased | — | — | 46,965 | ||||||||
| Average Interest Rate at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | 3.89 | % | 4.02 | % | 5.20 | % | |||||
| Federal Funds Purchased | — | % | — | % | — | % |
Borrowings represent an additional source of liquidity for the Company. FHLB borrowings increased $108.5 million to $178.5 million at December 31, 2025, compared to $70.0 million at December 31, 2024, which were primarily utilized to fund loan growth. The Company had no overnight federal funds purchased outstanding at December 31, 2025, or December 31, 2024.
The level and composition of borrowed funds fluctuates over time based on a variety of factors, including market conditions, loan and deposit growth, investment securities activity, and capital considerations. Management actively monitors and manages borrowings to ensure they remain a reliable and cost effective source of liquidity.
As a member of the Federal Home Loan Bank of Atlanta, the Company is required to purchase and maintain a specified level of FHLB capital stock based on asset size, outstanding borrowings, and participation in other FHLB programs. At December 31,
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
2025, the Company held $11.7 million of FHLB stock, compared to $6.5 million at December 31, 2024. The increase in FHLB stock was attributable to the higher required level of stock holdings resulting from increased FHLB borrowings.
Dividends recognized on FHLB stock totaled $0.6 million for the year ended December 31, 2025, compared to $1.0 million for the year ended December 31, 2024. The investment in FHLB stock is carried at cost and evaluated for impairment based on the ultimate recoverability of its par value.
FHLB stock is non-marketable and may be redeemed only at the discretion of the FHLB. Members do not purchase stock for capital appreciation purposes, as FHLB can only be purchased, redeemed, or transferred at par value. Rather, ownership of FHLB stock provides members with access to the funding, liquidity, and other financial services offered by the FHLB.
Refer to Note 15, Federal Home Loan Bank Borrowings and Federal Funds Purchased, in the Notes to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K for additional information related to our borrowings.
Capital Resources
The following table summarizes ratios for the Company and the Bank at December 31:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Leverage Ratio | ||||||
| Carter Bankshares, Inc. | 9.43 | % | 9.56 | % | ||
| Carter Bank and Trust | 9.01 | % | 9.42 | % | ||
| Common Equity Tier 1 | ||||||
| Carter Bankshares, Inc. | 10.70 | % | 10.88 | % | ||
| Carter Bank and Trust | 10.23 | % | 10.72 | % | ||
| Tier 1 Ratio | ||||||
| Carter Bankshares, Inc. | 10.70 | % | 10.88 | % | ||
| Carter Bank and Trust | 10.23 | % | 10.72 | % | ||
| Total Risk-Based Capital Ratio | ||||||
| Carter Bankshares, Inc. | 11.95 | % | 12.13 | % | ||
| Carter Bank and Trust | 11.49 | % | 11.98 | % |
Total capital increased to $419.7 million at December 31, 2025, up $35.4 million from December 31, 2024. The increase was primarily driven by net income of $31.4 million and a $22.4 million increase in other comprehensive income related to favorable changes in the fair value of investment securities, partially offset by $20.2 million of common stock repurchases, including the related 1% excise tax, and $1.8 million of restricted stock activity.
The Company and the Bank remained well capitalized at December 31, 2025, exceeding all regulatory capital requirements. The key capital ratios included a leverage ratio of 9.43%, a Common Equity Tier 1 ratio of 10.70%, a Tier 1 ratio of 10.70%, and a Total risk-based capital ratio of 11.95%, all well above regulatory well-capitalized thresholds. Management believes the Company maintains a strong capital position and has the capacity to raise additional capital if needed.
Refer to Note 23, Capital Adequacy, in the Notes to Consolidated Financial Statements in Item 8. of this Annual Report on Form 10-K for additional information related to the Company’s and the Bank’s capital.
Contractual Obligations
In the normal course of business, the Company enters into contractual obligations that represent future cash commitments under agreements with third parties. These obligations exclude contingent contractual liabilities for which the timing or amount of future payments cannot be reasonably estimated. The Company’s contractual obligations include arrangements that may require future cash payments, the expected timing of which is disclosed in the accompanying notes to consolidated financial statements in Item 8. of this Annual Report on Form 10-K as of December 31, 2025. These obligations primarily include: (i) operating and finance leases (Note 9, Right-of-Use (“ROU”) Assets and Lease Liabilities); (ii) time deposits with stated maturity dates (Note
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14 – Deposits); (iii) Federal Home Loan Bank Borrowings and Federal Funds Purchased (Note 15); and (iv) commitments to extend credit, standby letters of credit, and purchase obligations (Note 20, Commitments and Contingencies).
Purchase obligations primarily consist of commitments under agreements with the Company’s third-party data processing provider.
Off-Balance Sheet Arrangements
In the normal course of business, the Company provides customers with lines of credit and letters of credit to meet financing needs. The undrawn and unfunded portions of these facilities do not represent outstanding balances and, accordingly are not reflected as loans receivable in the consolidated financial statements. Lines of credit are primarily used to support construction financing commitments and revolving working capital needs of operating companies.
At December 31, 2025 and December 31, 2024 construction-related lines of credit totaled $452.8 million, or 58.7% and $445.3 million, or 53.4%, respectively, of total commitments to extend credit. Construction lines of credit generally include a defined construction end date, at which time the loan is expected to convert to a mini-perm loan. A department independent of the lending function monitors construction commitments of $1.0 million or greater, based on management’s discretion. Lines of credit to operating companies typically include stated maturity dates and may be subject to financial covenants.
The Company issues letters of credit primarily to assure municipalities that construction projects will be completed in accordance with approved plans and specifications. Letters of credit generally include expiration dates, while standby letters of credit automatically renew but typically include annual termination provisions with proper notice. The Company generally charges an annual fee for issuing letters of credit.
These off-balance sheet arrangements expose the Company to credit risk if counterparties fail to meet their contractual obligations, with potential losses generally limited to the contractual amount less any collateral. The Company evaluates this risk using the same credit policies applied to loan underwriting and maintains a reserve for unfunded commitments. Because letters of credit are expected to expire without being drawn, they do not necessarily represent future cash requirements. Due to the short-term nature of these arrangements and the credit quality of counterparties, the Company has not estimated the fair value of these off-balance sheet commitments.
The following table sets forth the commitments and letters of credit as of December 31:
| (Dollars in Thousands) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Commitments to Extend Credit | $ | 771,677 | $ | 833,594 | |||
| Standby Letters of Credit | 16,507 | 16,657 | |||||
| Total | $ | 788,184 | $ | 850,251 |
For more details, see Note 20, Commitments and Contingencies, in Item 8. of this Annual Report on Form 10-K.
Liquidity
Liquidity refers to the Company’s ability to meet cash and collateral obligations in a timely manner and at a reasonable cost, including funding deposit withdrawals and borrower credit demands. The Company’s Board of Directors has delegated oversight of liquidity risk management to ALCO, which is responsible for maintaining sufficient liquidity at a reasonable cost under both normal operating conditions and potential stress scenarios.
ALCO monitors and manages liquidity risk by reviewing cash flow projections, performing balance sheet stress testing, and maintaining a comprehensive contingency funding plan. This plan includes defined liquidity metrics and graduated risk tolerance levels, which are reviewed monthly. If liquidity levels reach thresholds defined as high risk, enhanced monitoring and the implementation of specific predefined action plans to reduce risk are required.
The Company’s primary source of liquidity is its stable customer deposit base. Management believes it can retain existing deposits and attract new deposits, limiting reliance on more volatile funding sources. In addition to deposits, the Company maintains access to multiple supplemental funding sources as part of its normal liquidity management strategy. These include
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
borrowing capacity with the FHLB of up to approximately 30% of the Company’s total assets, or $1.5 billion, subject to eligible collateral, of which $609.4 million remained available at December 31, 2025. The Company also maintains unsecured borrowing facilities with three correspondent banks totaling $30.0 million and a fully secured facility with one other correspondent bank totaling $45.0 million. There were no outstanding borrowings under these facilities at December 31, 2025. The Company also had access to the institutional CD and brokered deposit markets.
Additional liquidity can be provided by $402.2 million of unpledged available-for-sale investment securities at fair value at December 31, 2025. Refer to the Liquidity Sources table below for further detail regarding FHLB borrowing capacity and correspondent bank lines of credit.
As of December 31, 2025, approximately 81.3% of total deposits were insured under standard FDIC coverage limits, while 18.7% were uninsured. Management actively monitors industry and market conditions that could affect liquidity and evaluates alternative funding strategies as needed. In addition, the Company closely monitors the potential impacts of interest rate movements and market conditions on the fair value of its securities portfolio, particularly in light of evolving banking industry dynamics that may influence liquidity availability or market expectations.
Maintaining a cushion of highly liquid assets or assets that can be converted to cash quickly, with little or no loss in value, is a key component of the Company’s liquidity risk management framework. ALCO policy establishes graduated risk tolerance levels for the ratio of highly liquid assets to total assets. At December 31, 2025, the Bank had $470.7 million of highly liquid assets, consisting of $68.2 million in excess reserves at the Federal Reserve and interest-bearing deposits at other financial institutions, $0.3 million of loans held-for-sale, and $402.2 million of unpledged securities. This resulted in highly liquid assets to total assets ratio of 9.7%. Total available liquidity relative to uninsured deposits was 155.7% at December 31, 2025.
While management believes current liquidity sources are sufficient, an extended economic downturn or significant market disruption could increase reliance on more volatile or higher cost funding sources.
The following table provides detail of liquidity sources as of December 31:
| (Dollars in Thousands) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Cash and Due From Banks, including Interest-bearing Deposits | $ | 105,163 | $ | 131,171 | |||
| Unpledged Investment Securities | 402,220 | 418,350 | |||||
| Excess Pledged Securities | 33,443 | 33,022 | |||||
| FHLB Borrowing Availability | 609,392 | 735,294 | |||||
| Collateralized Lines of Credit | 45,000 | 45,000 | |||||
| Unsecured Lines of Credit Availability | 30,000 | 30,000 | |||||
| Total Liquidity Sources | $ | 1,225,218 | $ | 1,392,837 |
The following table provides total liquidity sources and ratios as of December 31:
| (Dollars in Thousands) | 2025 | 2024 | |||||
|---|---|---|---|---|---|---|---|
| Total Liquidity Sources | $ | 1,225,218 | $ | 1,392,837 | |||
| Highly Liquid Assets1 to Total Assets | 9.7 | % | 10.9 | % | |||
| Highly Liquid Assets1 to Uninsured Deposits | 59.8 | % | 66.8 | % | |||
| Total Available Liquidity to Uninsured Deposits | 155.7 | % | 182.6 | % |
1 Highly liquid assets consist of $68.2 million in Federal Reserve Board excess reserves and interest-bearing deposits in other financial institutions, loans held for sale of $0.3 million and $402.2 million in unpledged securities.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Inflation
Management recognizes that inflation can have a significant impact on interest rates and overall financial performance. The Company’s financial strength is measured by its ability to adapt to changes in interest rates and to effectively manage noninterest income and expense. Through its ALCO, the Company actively monitors the mix of interest-rate sensitive assets and liabilities to mitigate the effects of inflation-driven rate changes on net interest income.
The Company manages inflationary pressures by adjusting product and service pricing, introducing new products and services and controlling overhead costs. Unlike most industrial companies, financial institutions primarily hold monetary assets and liabilities; therefore, interest rate movement, rather that general inflation levels, are the more significant driver of financial performance.
Stock Repurchase Plan
On May 20, 2025, the Company announced that its Board authorized a repurchase program to purchase up to $20.0 million of the Company’s common stock in the aggregate through May 14, 2026. The program authorized the purchase of the Company’s common stock in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.
During the year ended December 31, 2025, the Company repurchased 1,124,690 shares of its common stock at a total cost of $20.0 million at a weighted average cost per share of $17.78. The 2025 Program was fully utilized on October 30, 2025.
On February 2, 2026, the Company announced that the Board authorized a repurchase program to purchase up to $10.0 million of the Company’s common stock in the aggregate over a period of twelve months beginning February 11, 2026, the date of receipt of non-objection from the Federal Reserve Bank of Richmond. The program authorizes the purchase of the Company’s common stock in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The authorization permits management to repurchase shares of the Company’s common stock from time to time at management’s discretion. The actual means and timing of any shares purchased under the program, and the number of shares actually purchased under the program, will depend on a variety of factors, including the market price of the Company’s common stock, general market and economic conditions, management’s evaluation of the Company’s financial condition and liquidity position and applicable legal and regulatory requirements. The repurchase program may be modified or terminated by the Board at any time. The repurchase program does not obligate the Company to purchase any particular number of shares.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001829576-25-000016.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Carter Bankshares, Inc., our operations, and our present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K. The MD&A includes the following sections:
•Explanation of Use of Non-GAAP Financial Measures
•Critical Accounting Estimates
•Our Business and Strategy
•Results of Operations and Financial Condition
•Capital Resources
•Contractual Obligations
•Off-Balance Sheet Arrangements
•Liquidity
•Inflation
•Stock Repurchase Program
This section reviews our financial condition for each of the past two years and results of operations for each of the past three years. Certain reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. Some tables may include additional time periods to illustrate trends within our Consolidated Financial Statements and notes thereto. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.
Explanation of Use of Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with generally accepted accounting principles in the United States (“GAAP”), management uses, and this annual report references, interest and dividend income, yield on interest earning assets, net interest income and net interest margin on a fully taxable equivalent, (“FTE”) basis, which are non-GAAP financial measures. Management believes these measures provide information useful to investors in understanding our underlying business, operational performance and performance trends as it facilitates comparisons with the performance of other companies in the financial services industry. The Company believes the presentation of interest and dividend income, yield on interest earning assets, net interest income and net interest margin on an FTE basis ensures the comparability of interest and dividend income, yield on interest earning assets, net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest and dividend income (GAAP) per the Consolidated Statements of Income is reconciled to interest and dividend income adjusted on an FTE basis, yield on interest earning assets (GAAP) is reconciled to yield on interest earning assets adjusted on an FTE basis, net interest income (GAAP) is reconciled to net interest income adjusted on an FTE basis and net interest margin (GAAP) is reconciled to net interest margin adjusted on an FTE basis in the "Results of Operations and Financial Condition - Net Interest Income" section of this MD&A for the years ended 2024, 2023 and 2022.
Although management believes that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP or considered to be more relevant than financial results determined in accordance with GAAP, nor is it necessarily comparable with similar non-GAAP measures which may be presented by other companies.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Critical Accounting Estimates
The Company’s preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that could affect the amounts reported in the financial statements and accompanying notes. Over time, these estimates, assumptions and judgments may prove to be inaccurate or vary from actual results and may significantly affect our reported results and financial position for the periods presented or in future periods. We currently view the determination of the allowance for credit losses to be critical, because it is made in accordance with GAAP, is highly dependent on subjective or complex judgments, assumptions and estimates made by management and have had or is reasonably likely to have a material impact on the Company’s financial condition and results of operations.
We have identified the following critical accounting estimate:
Allowance for Credit Losses (“ACL”)
The ACL represents an amount which, in management's judgment, is adequate to absorb expected credit losses over the life of outstanding loans as of the balance sheet date based on the evaluation of current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased by a provision or decreased by a recovery for credit losses, which is recorded as a current period operating expense.
Determination of an appropriate ACL is inherently complex and includes the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.
Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL involves significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed. Management uses available information for the periods presented to estimate expected future losses. However, future estimates could be impacted by a number of environmental changes, including but not limited to changes in the composition of the loan portfolio, changes in current and forecasted economic conditions and changes in the interest rate environment.
Management will periodically assess the appropriateness of qualitatively adjusting the ACL based on their assessment of current expected credit losses and other economic factors. Principally, these adjustments are centered on potential variances to current economic indices. Various regulatory agencies also review the allowance for credit losses as an integral part of their examination process. The Company periodically engages a third party to validate the model. We believe the level of the allowance for credit losses is appropriate as recorded in the consolidated financial statements as of December 31, 2024. As future events cannot be determined with precision, actual results could differ significantly from our estimates.
The ACL “base case” model is derived from various economic forecasts provided by widely recognized sources. Management evaluates the variability of market conditions by examining the peak and trough of economic cycles. These peaks and troughs are used to stress the base case model to develop a range of potential outcomes. Management then determines the appropriate reserve through an evaluation of these various outcomes relative to current economic conditions and known risks in the portfolio. For the year ended December 31, 2024 the range of outcomes would produce a 56.3% reduction or a 85.5% increase in reserves based on the best and worst case scenarios, respectively.
Refer to Note 1, Summary of Significant Accounting Policies, for further detailed descriptions of our estimation process and methodology related to the ACL and Note 6, Allowance for Credit Losses, of this Annual Report on Form 10-K.
Our Business and Strategy
Carter Bankshares, Inc. (the “Company”) is a bank holding company headquartered in Martinsville, Virginia with assets of $4.7 billion at December 31, 2024. The Company is the parent company of its wholly owned subsidiary, Carter Bank & Trust (the “Bank”). The Bank is a Federal Deposit Insurance Corporation (“FDIC”) insured, Virginia state-chartered bank, which operates 65 branches in Virginia and North Carolina. The Company provides a full range of financial services with retail, and
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commercial banking products and insurance. The Company’s common stock trades on the Nasdaq Global Select Market under the ticker symbol “CARE”.
The Company has entered into a definitive purchase and assumption agreement to acquire two branch facilities and the deposits associated therewith, located in Mooresville, North Carolina and Winston Salem, North Carolina, from First Reliance Bank. The Company expects this transaction to close during the first half of 2025, subject to obtaining required regulatory approvals
The Company earns revenue primarily from interest on loans and securities and fees charged for financial services provided to our customers. The Company incurs expenses for the cost of deposits, borrowings, provision for credit losses and other operating costs such as salaries and employee benefits, data processing, FDIC expense, occupancy and income tax provision.
Part of the Company’s current three-year strategic plan is to focus on refining and enhancing its brand image and position in the markets it serves. With this new brand strategy, the Company has embarked on a multi-year implementation plan to create a brand tailored to the needs of its critical growth audiences, with a focus on innovating brand experiences to exceed expectations and to build a brand that stands apart. This means a commitment to aligning processes, operations and systems around the Company’s brand while introducing new products and services, so that in time the Company can increase its brand awareness in the communities it serves. To strengthen and further shape the brand and culture of the Company, a new set of guiding principles were introduced to associates in June 2023. The guiding principles include a new purpose statement: To create opportunities for more people and businesses to prosper; supported by our new set of core values: Build Relationships, Earn Trust and Take Ownership. We believe these new guiding principles will help create alignment to support future growth by empowering our associates and igniting a passion for the Company. On October 30, 2024 the Company unveiled the new brand identity centered entirely around the people who matter most: customers and associates of Carter Bank and Trust and the communities it serves to help deliver on its promise of helping people experience a life lived full.
The Company’s goal is to shift from restructuring the balance sheet to pursuing a prudent growth strategy when appropriate. We believe this strategy will be primarily targeted at organic growth, but will also consider opportunistic acquisitions that fit this strategic vision. We believe that the Bank’s strong capital and liquidity positions support this strategy. In addition to loan and deposit growth, the Company will seek to increase fee income while closely monitoring operating expenses.
The Company is focused on executing this strategy to successfully support the new brand and grow its business in our current markets as well as any new markets it may enter. As part of executing this strategy, the Company continues to dedicate significant resources to the resolution of the Company’s nonaccrual loans, the significant majority of which are related to a single large credit relationship that the Company placed on nonaccrual status in the second quarter of 2023, in a manner that best protects the Company, the Bank and shareholders. The Company is closely monitoring all developments that may impact collateral values or potential recoveries on its nonperforming loans, including claims that may be asserted by other purported creditors.
As previously disclosed, during the second quarter of 2024, a federal court lawsuit filed against the Company and the Bank by West Virginia Governor James C. Justice II, his wife Cathy L. Justice, his son James C. Justice, III, and related entities that he and/or they own (the “Justice Entities”) was dismissed with prejudice. In connection with the dismissal of this litigation, the Justice Entities agreed upon a pathway of curtailment and payoff of the outstanding loans with the Bank. The Justice Entities have reduced the aggregate nonperforming loan balance from $301.9 million as of March 30, 2024 to $252.0 million as of December 31, 2024.
During the third quarter of 2024, the Company obtained a voluntary stipulation of dismissal with prejudice of a lawsuit filed on February 10, 2024 against the Bank in the United States District Court for the Western District of Virginia (Danville Division) (the “GLAS Trust Lawsuit”) by GLAS Trust Company, LLC, in its capacity as Note Trustee (“GLAS Trust”). In connection with the dismissal of the GLAS Trust Lawsuit, GLAS Trust and certain affiliates and parties on whose behalf it was acting executed a release that waives any and all causes of action of any kind that they might claim to have against the Bank. The dismissal of the GLAS Trust Lawsuit ended all pending litigation brought against the Bank by GLAS Trust in connection with the Bank’s credit relationship with the Justice Entities. Also in connection with the dismissal of the GLAS Trust Lawsuit, certain Justice Entities executed documents reaffirming the legality, validity and binding nature of all loan documents they have executed in favor of the Bank.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The Company tendered a payment (the “Settlement Payment”) in consideration of the voluntary dismissal of the GLAS Trust Lawsuit. Because certain of the Justice Entities had previously agreed to indemnify the Bank against the claims asserted in the GLAS Trust Lawsuit, certain of the Justice Entities executed a promissory note in favor of the Bank further evidencing this indemnification obligation as related to the Settlement Payment. This promissory note was recognized as a principal charge-off during the three months ended September 30, 2024 due to the nonperforming status of the Bank’s loans with the Justice Entities, and because the settled claims related to allegedly preferential payments made on those nonperforming loans.
The Company’s financial results continue to be significantly impacted by the single large credit relationship that the Company placed on nonaccrual status during the second quarter of 2023, which has an aggregate principal balance of $252.0 million as of December 31, 2024. Since placement of these loans, now reduced to judgements, on nonaccrual status during the second quarter of 2023, interest income has been negatively impacted by $35.1 million and $30.0 million during the years ended December 31, 2024 and 2023, respectively, or by $65.1 million in the aggregate.
Results of Operations and Financial Condition
Earnings Summary
2024 Highlights
•Net interest income decreased $7.9 million, or 6.4%, to $114.5 million for the year ended December 31, 2024 compared to the same period in 2023, reflecting the impact of higher funding costs during the year ended December 31, 2024, which more than offset loan growth and higher loan and securities yields;
•The (recovery) provision for credit losses decreased $10.5 million to a recovery of $5.0 million for the year ended December 31, 2024, compared to a provision for credit losses of $5.5 million for the same period in 2023 primarily driven by the updated analysis of the individually evaluated loans and Other segment reserves released of $6.6 million due to $49.9 million of curtailment payments during the year ended December 31, 2024, offset by loan growth during 2024;
•Total noninterest income increased $3.1 million to $21.4 million for the year ended December 31, 2024 compared to the same period in 2023;
•Total noninterest expense increased $4.5 million to $110.0 million for the year ended December 31, 2024 compared to the same period in 2023; and
•Provision for income taxes increased $1.0 million to $6.3 million for the year ended December 31, 2024 compared to the same period in 2023.
Balance Sheet Highlights (period-end balances, December 31, 2024 compared to December 31, 2023)
•The available-for-sale securities portfolio decreased $60.6 million and is currently 15.4% of total assets compared to 17.3% of total assets;
•Total portfolio loans increased $118.9 million, or 3.4%, due to loan growth, primarily in the commercial real estate (“CRE”) and construction segments during the year ended December 31, 2024, partially offset by $80.0 million in loan payoffs on two large CRE loans and the above mentioned curtailment payments;
•The portfolio loans to deposit ratio was 87.3%, compared to 94.2%;
•At December 31, 2024, nonperforming loans declined by $50.2 million to $259.3 million compared to December 31, 2023. Nonperforming loans as a percentage of total portfolio loans were 7.15% compared to 8.83%. The decline was due to the year-to-date curtailment payments totaling $49.9 million made by the Bank’s largest nonperforming credit relationship that was placed on nonaccrual status during the second quarter of 2023. These loans are contained in the
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Other segment with an aggregate principal balance of $252.0 million as of December 31, 2024 and comprise 97.2% of nonperforming loans at December 31, 2024;
•The Allowance for Credit Losses, (“ACL”) to total portfolio loans ratio was 2.09% compared to 2.77%. The ACL on portfolio loans totaled $75.6 million at December 31, 2024, compared to $97.1 million at December 31, 2023;
•Total deposits increased $431.5 million, or 11.6%, to $4.2 billion at December 31, 2024, compared to December 31, 2023; and
•FHLB borrowings decreased $323.4 million to $70.0 million at December 31, 2024 compared to $393.4 million at December 31, 2023 primarily due to deposit growth.
The Company reported net income of $24.5 million, or $1.06 diluted earnings per share for the year ended December 31, 2024 compared to net income of $23.4 million, or $1.00 diluted earnings per share, for the year ended December 31, 2023.
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PERFORMANCE RATIOS | 2024 | 2023 | 2022 | ||||||
| Return on Average Assets | 0.54 | % | 0.53 | % | 1.21 | % | |||
| Return on Average Shareholders' Equity | 6.67 | % | 6.79 | % | 14.30 | % | |||
| Portfolio Loans to Deposit Ratio | 87.27 | % | 94.20 | % | 86.69 | % | |||
| Allowance for Credit Losses to Total Portfolio Loans | 2.09 | % | 2.77 | % | 2.98 | % | |||
| Nonperforming Loans to Total Portfolio Loans | 7.15 | % | 8.83 | % | 0.21 | % |
Net Interest Income
Our principal source of revenue is net interest income. Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the average balance of interest-earning assets, interest-bearing liabilities, as well as changes in interest rates and spreads. The level and mix of interest-earning assets and interest-bearing liabilities is managed by our Asset and Liability Committee (“ALCO”), in order to mitigate interest rate and liquidity risks of the balance sheet. A variety of ALCO strategies were implemented, within prescribed ALCO risk parameters, to produce what the Company believes is an acceptable level of net interest income.
Net interest income and the net interest margin are presented on an FTE basis. The FTE basis (non-GAAP) adjusts net interest income and net interest margin for the tax benefit of income on certain tax-exempt loans and securities using the applicable federal statutory tax rate for each period (which was 21% for the periods presented) and the dividend-received deduction for equity securities. The Company believes this FTE basis presentation provides a relevant comparison between taxable and non-taxable sources of interest income. Refer to the “Explanation of Use of Non-GAAP Financial Measures” above for additional discussion regarding the non-GAAP measures used in this Annual Report on Form 10-K.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table reconciles interest and dividend income (GAAP), yield on interest-earning assets (GAAP), net interest margin (GAAP) and net interest income (GAAP) per the Consolidated Statements of Income to interest and dividend income on an FTE basis (non-GAAP), yield on interest-earning assets on an FTE basis (non-GAAP), net interest margin on an FTE basis (non-GAAP) and net interest income on an FTE basis (non-GAAP), respectively, for the periods presented:
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||
| Interest and Dividend Income (GAAP) | $ | 221,729 | $ | 196,420 | $ | 160,182 | |||||
| Tax Equivalent Adjustment | 775 | 1,004 | 1,143 | ||||||||
| Interest and Dividend Income (FTE) (Non-GAAP) | 222,504 | 197,424 | 161,325 | ||||||||
| Average Earning Assets | 4,458,601 | 4,293,838 | 4,023,634 | ||||||||
| Yield on Interest-earning Assets (GAAP) | 4.97 | % | 4.57 | % | 3.98 | % | |||||
| Yield on Interest-earning Assets (FTE) (Non-GAAP) | 4.99 | % | 4.60 | % | 4.01 | % | |||||
| Net Interest Income (GAAP) | 114,457 | 122,310 | 139,928 | ||||||||
| Tax Equivalent Adjustment | 775 | 1,004 | 1,143 | ||||||||
| Net Interest Income (FTE) (Non-GAAP) | $ | 115,232 | $ | 123,314 | $ | 141,071 | |||||
| Average Earning Assets | 4,458,601 | 4,293,838 | 4,023,634 | ||||||||
| Net Interest Margin (GAAP) | 2.57 | % | 2.85 | % | 3.48 | % | |||||
| Net Interest Margin (FTE) (Non-GAAP) | 2.58 | % | 2.87 | % | 3.51 | % |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Average Balance Sheet and Net Interest Income Analysis (FTE)
The following table provides information regarding the average balances, interest and rates earned on interest-earning assets and the average balances, interest and rates paid on interest-bearing liabilities for the years ended December 31:
| (Dollars in Thousands) | 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Balance | Income/ Expense | Yield/Rate | Average Balance | Income/ Expense | Yield/Rate | Average Balance | Income/ Expense | Yield/Rate | |||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 44,250 | $ | 2,289 | 5.17 | % | $ | 20,414 | $ | 1,066 | 5.22 | % | $ | 50,797 | $ | 341 | 0.67 | % | |||||||||||||||
| Tax-Free Investment Securities2 | 11,759 | 340 | 2.89 | % | 27,271 | 803 | 2.94 | % | 30,109 | 877 | 2.91 | % | |||||||||||||||||||||
| Taxable Investment Securities | 828,437 | 29,510 | 3.56 | % | 900,972 | 30,804 | 3.42 | % | 950,557 | 20,330 | 2.14 | % | |||||||||||||||||||||
| Total Securities | 840,196 | 29,850 | 3.55 | % | 928,243 | 31,607 | 3.41 | % | 980,666 | 21,207 | 2.16 | % | |||||||||||||||||||||
| Tax-Free Loans1, 2 | 103,218 | 3,352 | 3.25 | % | 123,847 | 3,978 | 3.21 | % | 144,617 | 4,568 | 3.16 | % | |||||||||||||||||||||
| Taxable Loans1 | 3,457,241 | 186,001 | 5.38 | % | 3,200,992 | 159,317 | 4.98 | % | 2,844,303 | 135,055 | 4.75 | % | |||||||||||||||||||||
| Total Loans | 3,560,459 | 189,353 | 5.32 | % | 3,324,839 | 163,295 | 4.91 | % | 2,988,920 | 139,623 | 4.67 | % | |||||||||||||||||||||
| Federal Home Loan Bank Stock | 13,696 | 1,012 | 7.39 | % | 20,342 | 1,456 | 7.16 | % | 3,251 | 154 | 4.74 | % | |||||||||||||||||||||
| Total Interest-Earning Assets | 4,458,601 | $ | 222,504 | 4.99 | % | 4,293,838 | $ | 197,424 | 4.60 | % | 4,023,634 | $ | 161,325 | 4.01 | % | ||||||||||||||||||
| Noninterest Earning Assets | 102,240 | 89,833 | 117,135 | ||||||||||||||||||||||||||||||
| Total Assets | $ | 4,560,841 | $ | 4,383,671 | $ | 4,140,769 | |||||||||||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||
| Interest-Bearing Demand | $ | 583,735 | $ | 8,980 | 1.54 | % | $ | 483,048 | $ | 2,729 | 0.56 | % | $ | 489,298 | $ | 1,578 | 0.32 | % | |||||||||||||||
| Money Market | 511,342 | 15,478 | 3.03 | % | 448,324 | 8,868 | 1.98 | % | 521,269 | 1,842 | 0.35 | % | |||||||||||||||||||||
| Savings | 399,748 | 548 | 0.14 | % | 544,938 | 586 | 0.11 | % | 720,682 | 742 | 0.10 | % | |||||||||||||||||||||
| Certificates of Deposit | 1,782,573 | 70,425 | 3.95 | % | 1,428,646 | 40,445 | 2.83 | % | 1,271,548 | 14,454 | 1.14 | % | |||||||||||||||||||||
| Total Interest-Bearing Deposits | 3,277,398 | 95,431 | 2.91 | % | 2,904,956 | 52,628 | 1.81 | % | 3,002,797 | 18,616 | 0.62 | % | |||||||||||||||||||||
| FHLB Borrowings | 222,719 | 11,379 | 5.11 | % | 402,675 | 20,822 | 5.17 | % | 29,849 | 1,163 | 3.90 | % | |||||||||||||||||||||
| Federal Funds Purchased | — | — | — | % | 7,023 | 368 | 5.24 | % | 5,711 | 188 | 3.29 | % | |||||||||||||||||||||
| Other Borrowings | 9,126 | 462 | 5.06 | % | 6,337 | 292 | 4.61 | % | 5,885 | 287 | 4.88 | % | |||||||||||||||||||||
| Total Borrowings | 231,845 | 11,841 | 5.11 | % | 416,035 | 21,482 | 5.16 | % | 41,445 | 1,638 | 3.95 | % | |||||||||||||||||||||
| Total Interest-Bearing Liabilities | 3,509,243 | 107,272 | 3.06 | % | 3,320,991 | 74,110 | 2.23 | % | 3,044,242 | 20,254 | 0.67 | % | |||||||||||||||||||||
| Noninterest-Bearing Liabilities | 684,033 | 718,113 | 746,117 | ||||||||||||||||||||||||||||||
| Shareholders' Equity | 367,565 | 344,567 | 350,410 | ||||||||||||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 4,560,841 | $ | 4,383,671 | $ | 4,140,769 | |||||||||||||||||||||||||||
| Net Interest Income2 | $ | 115,232 | $ | 123,314 | $ | 141,071 | |||||||||||||||||||||||||||
| Net Interest Margin2 | 2.58 | % | 2.87 | % | 3.51 | % |
1 Nonaccruing loans are included in the daily average loan amounts outstanding.
2 Tax-exempt income is on an FTE basis using the statutory federal corporate income tax rate of 21 percent.
Net interest income decreased $7.9 million, or 6.4% to $114.5 million for the year ended December 31, 2024 compared to the same period in 2023. Net interest income, on an FTE basis (non-GAAP), decreased $8.1 million, or 6.6%, to $115.2 million for the year ended December 31, 2024 compared to $123.3 million for the same period in 2023. Net interest margin decreased 28 basis points to 2.57% for the year ended December 31, 2024 compared to 2.85% for the same period in 2023. Net interest margin, on an FTE basis (non-GAAP), decreased 29 basis points to 2.58% for the year ended December 31, 2024 compared to 2.87% for the same period in 2023.
The decreases were primarily a result of higher funding costs that increased 83 basis points, offset by an increase of 39 basis points on the yield on earning assets for the year ended December 31, 2024 compared to the same period in 2023. During the year ended December 31, 2024, $1.2 billion of CDs matured and repriced from an average rate of 3.91% to an average rate of 4.02%. Average interest-earning assets increased by $164.8 million with the yield on average interest-earning assets increasing
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39 basis points. The most significant increase in interest-earning assets was a 41 basis point increase in the yield on average loans from 4.91% for the year ended December 31, 2023 to 5.32% for the year ended December 31, 2024. The decline in net interest income and net interest margin were significantly driven by the Bank’s largest nonperforming credit relationship that was placed on nonaccrual status during the second quarter of 2023, which negatively impacted interest income by $35.1 million for the year ended December 31, 2024 and by $30.0 million for the same period in 2023.
Interest income increased to $221.7 million for the year ended December 31, 2024 from $196.4 million compared to the same period in 2023. Interest income, on an FTE basis (non-GAAP), increased $25.1 million, or 12.7%, to $222.5 million for the year ended December 31, 2024 compared to $197.4 million for the same period in 2023, resulting from average loan growth of $256.2 million in taxable loans. Average interest-earning assets increased primarily due to growth in average loans of $235.6 million and an increase of $23.8 million in average interest-bearing deposits with banks during the year ended December 31, 2024, and was partially offset by a decrease of $88.0 million in average investment securities and a decrease of $6.6 million in FHLB stock.
The change in average investment securities is the result of active balance sheet management to deploy the proceeds from securities maturities and principal curtailments into higher yielding loans, rather than reinvesting those proceeds back into the securities portfolio. The portfolio has been diversified as to bond types, maturities, and interest rate structures. As of December 31, 2024, the securities portfolio was comprised of 43.5% variable rate securities with approximately 84.6% that will reprice at least once over the next 12 months. We believe having a balanced mix of variable and fixed rate securities is an important strategy, especially during times of rising interest rates because fixed-rate bond prices generally fall when interest rates increase, which can result in unrealized losses. However, variable rate securities do not carry as much interest rate risk as fixed rate securities, so there is much less price volatility. This variable rate strategy has limited the impact of past upward shifts in the yield curve on the Company’s unrealized losses on debt securities. If the Federal Reserve continues reducing short-term interest rates, the Bank may consider changes to this interest rate mix strategy going forward.
Interest expense for the year ended December 31, 2024 increased $33.2 million, or 44.7%, to $107.3 million compared to the same period in 2023. The increase of $372.4 million in average interest-bearing deposits reflected solid growth in average CDs of $353.9 million, an increase of $100.7 million in average interest-bearing demand accounts and an increase of $63.0 million in average money market accounts, offset by a decrease of $145.2 million in average savings accounts as customer preferences shifted from lower cost non-maturing deposits to higher-yielding interest-bearing demand, money market and short-term CD products.
Our balance sheet is currently exhibiting characteristics of a slightly liability sensitive position due to the short-term nature of our deposit portfolio and FHLB borrowings. Specifically, 80.3% of our CD portfolio and 35.7% of our outstanding FHLB borrowings will mature and reprice over the next 12 months. This strategy gives us flexibility to manage the structure and pricing of our deposit and borrowing portfolios to reduce future funding costs should the Federal Open Market Committee (“FOMC”) continue cutting short-term rates in the future.
Discussion of net interest income compared to the year ended December 31, 2023 compared to the year ended December 31, 2022 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Net Interest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024, and is incorporated herein by reference.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table sets forth for the periods presented a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:
| 2024 Compared to 2023 | 2023 Compared to 2022 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Volume3 | Rate3 | Increase/ (Decrease) | Volume3 | Rate3 | Increase/ (Decrease) | |||||||||||||||||
| Interest Earned on: | |||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 1,233 | $ | (10) | $ | 1,223 | $ | (316) | $ | 1,041 | $ | 725 | |||||||||||
| Tax-free Investment Securities2 | (448) | (15) | (463) | (83) | 9 | (74) | |||||||||||||||||
| Taxable Investment Securities | (2,548) | 1,254 | (1,294) | (1,111) | 11,585 | 10,474 | |||||||||||||||||
| Total Securities | (2,996) | 1,239 | (1,757) | (1,194) | 11,594 | 10,400 | |||||||||||||||||
| Tax-free Loans1, 2 | (670) | 44 | (626) | (666) | 76 | (590) | |||||||||||||||||
| Taxable Loans1 | 13,266 | 13,418 | 26,684 | 17,526 | 6,736 | 24,262 | |||||||||||||||||
| Total Loans | 12,596 | 13,462 | 26,058 | 16,860 | 6,812 | 23,672 | |||||||||||||||||
| Federal Home Loan Bank Stock | (490) | 46 | (444) | 1,187 | 115 | 1,302 | |||||||||||||||||
| Total Interest-Earning Assets | $ | 10,343 | $ | 14,737 | $ | 25,080 | $ | 16,537 | $ | 19,562 | $ | 36,099 | |||||||||||
| Interest Paid on: | |||||||||||||||||||||||
| Interest-Bearing Demand | $ | 675 | $ | 5,576 | $ | 6,251 | $ | (20) | $ | 1,171 | $ | 1,151 | |||||||||||
| Money Market | 1,385 | 5,225 | 6,610 | (293) | 7,319 | 7,026 | |||||||||||||||||
| Savings | (177) | 139 | (38) | (188) | 32 | (156) | |||||||||||||||||
| Certificates of Deposit | 11,546 | 18,434 | 29,980 | 1,990 | 24,001 | 25,991 | |||||||||||||||||
| Total Interest-Bearing Deposits | 13,429 | 29,374 | 42,803 | 1,489 | 32,523 | 34,012 | |||||||||||||||||
| Federal Home Loan Bank Borrowings | (9,197) | (246) | (9,443) | 19,157 | 502 | 19,659 | |||||||||||||||||
| Federal Funds Purchased | (184) | (184) | (368) | 50 | 130 | 180 | |||||||||||||||||
| Other Borrowings | 138 | 32 | 170 | 21 | (16) | 5 | |||||||||||||||||
| Total Borrowings | (9,243) | (398) | (9,641) | 19,228 | 616 | 19,844 | |||||||||||||||||
| Total Interest-Bearing Liabilities | $ | 4,186 | $ | 28,976 | $ | 33,162 | $ | 20,717 | $ | 33,139 | $ | 53,856 | |||||||||||
| Change in Net Interest Margin | $ | 6,157 | $ | (14,239) | $ | (8,082) | $ | (4,180) | $ | (13,577) | $ | (17,757) |
1 Nonaccruing loans are included in the daily average loan amounts outstanding.
2 Tax-exempt income is on an FTE basis (non-GAAP) using the statutory federal corporate income tax rate of 21 percent.
3 Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
(Recovery) Provision for Credit Losses
The Company recognizes (recovery) provision for credit losses based on the difference between the existing balance of ACL reserves and the ACL reserve balance necessary to adequately absorb expected credit losses associated with the Company’s financial instruments. Similarly, the Company recognizes (recovery) provision for unfunded commitments based on the difference between the existing balance of reserves for unfunded commitments and the reserve balance for unfunded commitments necessary to adequately absorb expected credit losses associated with those commitments. (Recovery) provision for credit losses is determined based on management’s estimates of the appropriate level of ACL needed to absorb expected life-of-loan losses in the loan portfolio, after giving consideration to charge-offs and recoveries for the period.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table presents information regarding the (recovery) provision for credit losses and net charge-offs:
| (Dollars in Thousands) | Twelve months ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | |||||||||
| (Recovery) Provision for Credit Losses | $ | (5,039) | $ | 5,500 | $ | (10,539) | |||||
| (Recovery) Provision for Unfunded Commitments | (7) | 901 | (908) | ||||||||
| Total (Recovery) Provision for Credit Losses on Loans | (5,046) | 6,401 | (11,447) | ||||||||
| Provision for Securities | — | — | — | ||||||||
| Total (Recovery) Provision for Credit Losses | $ | (5,046) | $ | 6,401 | $ | (11,447) | |||||
| Net Loan Charge-offs | $ | 16,413 | $ | 2,300 | $ | 14,113 | |||||
| Net Loan Charge-offs / Average Portfolio Loans | 0.46 | % | 0.07 | % |
The (recovery) provision for credit losses decreased $10.5 million for the year ended December 31, 2024 compared to the same period in 2023. The decrease was primarily driven by updated analysis of individually evaluated loans within the Other loan segment and $6.6 million of Other segment specific reserves released in connection with $49.9 million of curtailment payments during the year ended December 31, 2024, offset by loan growth during the year ended 2024.
The (recovery) provision for unfunded commitments for the year ended December 31, 2024 was a recovery of $7 thousand compared to a provision of $0.9 million for the same period in 2023, a decrease of $0.9 million primarily due to changes in construction commitments.
Net loan charge-offs were $16.4 million for the year ended December 31, 2024 compared to $2.3 million for the same period in 2023. During the year ended December 31, 2024, net loan charge-offs were significantly impacted by the $15.0 million principal charge-off related to the Other segment of the loan portfolio. As a percentage of average portfolio loans, net loan charge-offs were 0.46% and 0.07% for the years ended 2024 and 2023, respectively.
For information regarding the $15.0 million principal charge-off related to the Other segment of the loan portfolio, see the “Our Business and Strategy” section of this MD&A.
See the “Allowance for Credit Losses” section of this MD&A for additional details regarding our charge-offs.
Noninterest Income
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2024 | 2023 | $ Change | % Change | |||||||||||
| Gains (Losses) on Sales of Securities, net | $ | 68 | $ | (1,521) | $ | 1,589 | 104.5 | % | |||||||
| Service Charges, Commissions and Fees | 7,393 | 7,155 | 238 | 3.3 | % | ||||||||||
| Debit Card Interchange Fees | 7,843 | 7,828 | 15 | 0.2 | % | ||||||||||
| Insurance Commissions | 3,685 | 1,945 | 1,740 | 89.5 | % | ||||||||||
| Bank Owned Life Insurance Income | 1,473 | 1,381 | 92 | 6.7 | % | ||||||||||
| Commercial Loan Swap Fee Income | — | 139 | (139) | (100.0) | % | ||||||||||
| Other | 906 | 1,351 | (445) | (32.9) | % | ||||||||||
| Total Noninterest Income | $ | 21,368 | $ | 18,278 | $ | 3,090 | 16.9 | % |
For the year ended December 31, 2024, total noninterest income was $21.4 million, an increase of $3.1 million, or 16.9%, from the same period in 2023. The most significant increases were primarily related to higher insurance commissions of $1.7 million, a decrease in net losses on sales of securities of $1.6 million during the year ended December 31, 2023, and a $0.2 million increase in service charges, commissions and fees, offset by a $0.4 million decrease in other noninterest income.
The increase in insurance commissions primarily related to higher sales activity. The gains on sales of securities of $1.5 million were driven by the sale of approximately $30.0 million of available-for-sale securities during the fourth quarter of 2023 to reposition the securities portfolio and reinvest the proceeds in higher earning assets. The $0.4 million decrease in other noninterest income is related to lower fair value adjustment of our interest rate swap contracts with commercial customers.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Discussion of noninterest income compared to the year ended December 31, 2023 compared to the year ended December 31, 2022 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Noninterest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024, and is incorporated herein by reference.
Noninterest Expense
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||||
| Salaries and Employee Benefits | $ | 57,908 | $ | 55,856 | $ | 2,052 | 3.7 | % | |||||||
| Occupancy Expense, net | 15,608 | 14,028 | 1,580 | 11.3 | % | ||||||||||
| FDIC Insurance Expense | 6,200 | 4,904 | 1,296 | 26.4 | % | ||||||||||
| Other Taxes | 3,559 | 3,292 | 267 | 8.1 | % | ||||||||||
| Advertising Expense | 2,540 | 1,693 | 847 | 50.0 | % | ||||||||||
| Telephone Expense | 1,393 | 1,842 | (449) | (24.4) | % | ||||||||||
| Professional and Legal Fees | 5,675 | 6,210 | (535) | (8.6) | % | ||||||||||
| Data Processing | 4,919 | 3,920 | 999 | 25.5 | % | ||||||||||
| Debit Card Expense | 3,423 | 2,875 | 548 | 19.1 | % | ||||||||||
| Other | 8,777 | 10,846 | (2,069) | (19.1) | % | ||||||||||
| Total Noninterest Expense | $ | 110,002 | $ | 105,466 | $ | 4,536 | 4.3 | % |
For the year ended December 31, 2024, total noninterest expense was $110.0 million, an increase of $4.5 million, or 4.3%, from the same period in 2023. The most significant variance for the comparable period related to increases of $2.1 million in salaries and employee benefits, $1.6 million in occupancy expenses, $1.3 million increase in FDIC insurance expense, $1.0 million in data processing expenses, $0.8 million in advertising expenses and $0.5 million in debit card expenses, offset by decreases of $2.1 million in other noninterest expense, $0.5 million in professional and legal fees and $0.4 million in telephone expenses, which was due to a phone system replacement in 2023.
The increases in salaries and employee benefits resulted from higher salary expenses due to fewer open positions in retail, job grade assessment increases and normal merit increases. The increase in occupancy expenses was due to new software license and depreciation expense. The higher FDIC insurance expense was primarily due to the deterioration in asset quality as a direct result of the large nonperforming credit relationship that was placed into nonaccrual status in the second quarter of 2023, which is a component used to determine the assessment. The increase in data processing expenses relates primarily to general inflationary cost increases for existing and new service agreements. The increase in advertising expenses relates to costs incurred for the Company’s new brand refresh initiative described above. The increase in debit card expense relates to discounts received in March of 2023.
The decline in other noninterest expense is related to a gain of $0.2 million on an other real estate owned (“OREO”) property sold in the fourth quarter of 2024, a $0.5 million gain on a closed office that was sold in the third quarter of 2024, a gain of $0.3 million on two other closed offices sold in the first quarter of 2024 that were previously written-down in the third quarter of 2023, write-downs of $0.6 million on three legacy OREO properties and $0.2 million on two additional closed offices in the third quarter of 2023, and a $0.4 million decrease in fair value due to our interest rate swap contracts with commercial customers. The decrease in professional and legal fees relates to higher legal expenses incurred in 2023 when the Company’s largest credit relationship transferred to nonperforming status and resolution of the Justice Entity litigation in 2024.
Discussion of noninterest expense compared to the year ended December 31, 2023 compared to the year ended December 31, 2022 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Noninterest Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024, and is incorporated herein by reference.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Financial Condition
December 31, 2024
Total assets increased $146.7 million, to $4.7 billion at December 31, 2024 compared to $4.5 billion at December 31, 2023. Total portfolio loans increased $118.9 million, or 3.4% to $3.6 billion at December 31, 2024 compared to December 31, 2023 primarily due to loan growth in the CRE and construction loan segments during the year ended December 31, 2024. Loan growth was partially offset by $80.0 million in loan payoffs of two large CRE loans in the first quarter of 2024 and the curtailment payments on the large NPL credit relationship. The variances in loan segments for portfolio loans related to increases of $199.2 million in CRE loans and a $26.6 million increase in construction loans, offset by decreases in all the other loan segments, such as a $49.9 million decrease in the Other loan segment due to curtailment payments made by the Bank’s largest nonperforming credit relationship, $41.0 million decrease in Commercial and Industrial (“C&I”) loans, a $10.5 million decrease in residential mortgages and a $5.4 million decrease in other consumer loans.
The securities portfolio decreased $60.6 million and is currently 15.4% of total assets at December 31, 2024 compared to 17.3% of total assets at December 31, 2023. The decrease is due to ongoing maturities, principal curtailments, purchases and sales of available-for-sale securities and changes in market values driven by fluctuations in intermediate treasury yields. During the year ended December 31, 2024 there were three new security purchases totaling $15.1 million and sales of three bonds with sale proceeds of $18.0 million. As of December 31, 2024, the securities portfolio was comprised of 43.5% variable rate securities with approximately 84.6% that will reprice at least once over the next 12 months. At December 31, 2024, total gross unrealized gains in the available-for-sale portfolio were $0.1 million, offset by $82.4 million of gross unrealized losses. Refer to the “Securities” section below for further discussion of unrealized losses in the available-for-sale securities portfolio.
During 2024, the Company purchased $10.0 million of equity securities. The equity securities consist of our investment in a market-rate, NASDAQ listed mutual fund that invests in high quality fixed income bonds, mainly government agency securities whose proceeds are designed to positively impact community development throughout the United States. The mutual fund mainly focuses on providing affordable housing to low and moderate income borrowers and renters, including those in Majority Minority Census Tracts. The fund invests nationally, but individual bonds are designated to our bank that align with our current footprint. The Company’s investment in the mutual fund is eligible for investment credit under the CRA.
FHLB stock, at cost decreased $15.1 million to $6.5 million at December 31, 2024 compared to December 31, 2023. The decrease is due to a lower level of FHLB borrowings due to deposit growth that funded paydowns of FHLB borrowings. Closed retail bank offices had a book value of $0.7 million at December 31, 2024 and $2.3 million at December 31, 2023, and are included in OREO on the Consolidated Balance Sheets.
The ACL was 2.09% of total portfolio loans at December 31, 2024 compared to 2.77% as of December 31, 2023. The decrease is primarily related to an updated analysis of the individually evaluated loans, a $15.0 million charge-off related to the Other segment of the loan portfolio in the third quarter of 2024 and $6.6 million of Other segment specific reserves released in connection with $49.9 million of curtailment payments made by the Bank’s largest nonperforming credit relationship during the year ended December 31, 2024. General reserves as a percentage of total portfolio loans were 1.24% at December 31, 2024 and 1.22% at December 31, 2023. Management believes the ACL is adequate to absorb expected losses inherent in the loan portfolio. See the sections of this MD&A titled “(Recovery) Provision for Credit Losses,” “Credit Quality” and “Allowance for Credit Losses” for information about the factors that impacted the ACL and the provision for credit losses.
Total deposits increased $431.5 million to $4.2 billion at December 31, 2024 compared to December 31, 2023. The increase in deposits was primarily due to a $337.7 million increase in CDs and an increase of $245.5 million in interest-bearing demand accounts, offset by decreases of $99.4 million in savings accounts, $50.8 million in noninterest-bearing demand accounts and $1.5 million in money market accounts. The Company had $196.1 million brokered CDs at December 31, 2024, compared to $70.0 million at December 31, 2023.
At December 31, 2024, noninterest-bearing deposits comprised 15.3% of total deposits compared to 18.4% at December 31, 2023. CDs comprised 46.3% and 42.6% of total deposits at December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, based on assumptions that the Bank uses to prepare its regulatory call report, approximately 81.6% of our total deposits of $4.2 billion were insured under standard FDIC insurance coverage limits, and approximately 18.4% of our total
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
deposits were uninsured deposits over the standard FDIC insurance coverage limit. The Company’s deposit base is diversified and granular and is comprised of approximately 78.5% of retail deposits.
FHLB borrowings decreased $323.4 million to $70.0 million at December 31, 2024 compared to $393.4 million at December 31, 2023 primarily due to deposit growth, offset by $126.1 million of new brokered CDs during 2024, and deposit growth. The Company had no outstanding federal funds purchased at December 31, 2024 and December 31, 2023.
Total capital of $384.3 million at December 31, 2024, reflects an increase of $33.1 million compared to $351.2 million at December 31, 2023. The increase in total capital from December 31, 2023 is primarily due to net income of $24.5 million for the year ended December 31, 2024, other comprehensive income of $6.9 million for the year ended December 31, 2024 due to positive changes in fair value of investment securities, and $1.7 million related to restricted stock activity all during the year ended December 31, 2024.
The Company remains well capitalized. The Tier 1 capital ratio was 10.88% at December 31, 2024 compared to 11.08% at December 31, 2023. The leverage ratio was 9.56% at December 31, 2024, compared to 9.48% at December 31, 2023 and the total risk-based capital ratio was 12.13% at December 31, 2024 compared to 12.34% at December 31, 2023.
The Bank also remained well capitalized as of December 31, 2024. The Bank’s Tier 1 capital ratio was 10.72% at December 31, 2024 compared to 10.99% at December 31, 2023. The Bank’s leverage ratio was 9.42% at December 31, 2024 compared to 9.41% at December 31, 2023. The Bank’s total risk-based capital ratio was 11.98% at December 31, 2024 compared to 12.25% at December 31, 2023.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Securities
The following table presents the composition of available-for-sale securities for the periods presented:
| (Dollars in Thousands) | 2024 | 2023 | $ Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Government Agency Securities | 26,950 | 43,827 | (16,877) | ||||||||
| Residential Mortgage-Backed Securities | 96,153 | 99,150 | (2,997) | ||||||||
| Commercial Mortgage-Backed Securities | 21,587 | 31,163 | (9,576) | ||||||||
| Other Commercial Mortgage-Backed Securities | 21,970 | 21,856 | 114 | ||||||||
| Asset Backed Securities | 118,521 | 140,006 | (21,485) | ||||||||
| Collateralized Mortgage Obligations | 148,588 | 161,533 | (12,945) | ||||||||
| States and Political Subdivisions | 221,181 | 222,108 | (927) | ||||||||
| Corporate Notes | 63,450 | 59,360 | 4,090 | ||||||||
| Total | $ | 718,400 | $ | 779,003 | $ | (60,603) |
The balances and average rates of our available-for-sale securities portfolio are presented below as of December 31:
| (Dollars in Thousands) | 2024 | 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance | Weighted- Average Yield | Balance | Weighted- Average Yield | |||||||||||
| U.S. Government Agency Securities | 26,950 | 4.82 | % | 43,827 | 5.79 | % | ||||||||
| Residential Mortgage-Backed Securities | 96,153 | 3.37 | % | 99,150 | 3.62 | % | ||||||||
| Commercial Mortgage-Backed Securities | 21,587 | 5.20 | % | 31,163 | 5.95 | % | ||||||||
| Other Commercial Mortgage-Backed Securities | 21,970 | 2.63 | % | 21,856 | 2.74 | % | ||||||||
| Asset Backed Securities | 118,521 | 3.95 | % | 140,006 | 4.49 | % | ||||||||
| Collateralized Mortgage Obligations | 148,588 | 4.13 | % | 161,533 | 4.39 | % | ||||||||
| States and Political Subdivisions | 221,181 | 2.36 | % | 222,108 | 2.36 | % | ||||||||
| Corporate Notes | 63,450 | 3.87 | % | 59,360 | 3.87 | % | ||||||||
| Total | $ | 718,400 | 3.40 | % | $ | 779,003 | 3.73 | % |
The Company invests in various securities in order to maintain a source of liquidity, to satisfy various pledging requirements, to increase net interest income and as a tool of the ALCO to diversify and reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to us. Security purchases are subject to our investment policy that is approved annually by our Board and administered through ALCO and our treasury function.
The securities portfolio decreased $60.6 million to $718.4 million at December 31, 2024 compared to $779.0 million at December 31, 2023. Securities comprise 15.4% of total assets at December 31, 2024 compared to 17.3% at December 31, 2023. The decrease is due to ongoing maturities, principal curtailments, purchases and sales of available-for-sale securities and changes in market values driven by fluctuations in intermediate treasury yields. During the year ended December 31, 2024, there were three new security purchases totaling $15.1 million and three bond sales with proceeds of $18.0 million. Liquidity generated by the securities portfolio was primarily deployed into higher yielding loans. As of December 31, 2024, the securities portfolio was comprised of 43.5% variable rate securities with approximately 84.6% that will reprice at least once over the next 12 months.
At December 31, 2024, total gross unrealized gains in the available-for-sale portfolio were $0.1 million offset by $82.4 million of gross unrealized losses. At December 31, 2023, total gross unrealized gains in the available-for-sale portfolio were $0.7 million offset by $92.3 million of gross unrealized losses.
The unrealized losses on debt securities are believed to be temporary primarily because these unrealized losses are due to reductions in market value caused by upward movement in interest rates since the securities purchase (as applicable), and not related to the credit quality of these securities. Our portfolio consists of 46.9% of securities issued by United States government
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
sponsored entities and carry an implicit government guarantee. States and political subdivisions comprise 30.8% of the portfolio and are largely general obligations or essential purpose revenue bonds, which have performed very well historically over all business cycles, and are rated AA and AAA. We have the ability to hold these securities to maturity and expect full recovery of the amortized cost. We may occasionally sell securities to take advantage of market opportunities or as part of a strategic initiative.
The Company’s investment securities with intermediate and long-term maturities were the largest driver of these gross unrealized losses, as the market values of these securities are significantly impacted by the Treasury yield curve for similar durations (i.e., 5- and 10-year Treasury securities). This portion of the Treasury yield curve has moved lower over the past three months, driving unrealized losses on outstanding securities lower. Changes in short-term interest rates can affect the yield on floating rate securities. Yields on floating rate securities will fall as the Federal Reserve Board (“FRB”) lowers short-term rates. Changes in intermediate and long-term interest rates, which are market driven, affect the market value of fixed rate securities with similar maturities. The Company expects that market values on the Bank’s intermediate and long-term maturity holdings will continue to fluctuate in large part driven by treasury yield changes.
At December 31, 2024 the 5-year and 10-year U.S. Treasury yields were 4.38% and 4.58%, respectively. At December 31, 2023, those same bond yields were 3.84% and 3.88%, respectively. Therefore, this increase of 54 bps and 70 bps, respectively in the intermediate part of the yield curve largely caused a reduction in bond prices for fixed rate bonds in that maturity range. Note, the effects were generally greater for longer maturity bonds, such as municipal bonds. On the other hand, floating rate bonds largely held consistent values, as those interest rates generally adjust in line with FRB interest rate hikes. While interest rates were higher at year-end 2024, our unrealized losses were actually lower because of the significant amount of bond maturities and amortizations throughout the year, with a portion of the proceeds of those maturities invested in the loan portfolio or in higher-yielding securities.
Should the impairment of any of these securities become credit related, the impairment will be recognized by establishing an ACL through (recovery) provision for credit losses in the period the credit related impairment is identified, while any non-credit loss will be recognized in accumulated other comprehensive loss, net of applicable taxes. At December 31, 2024 and December 31, 2023, the Company had no credit related impairment.
The Basel rules permit most banking organizations to retain, through a one-time election, existing treatment for accumulated other comprehensive loss, which currently does not affect regulatory capital. The Company elected to retain this treatment which reduces the volatility of regulatory capital levels.
During 2024, the Company purchased $10.0 million of equity securities. The equity securities consist of our investment in a market-rate, NASDAQ listed mutual fund that invests in high quality fixed income bonds, mainly government agency securities whose proceeds are designed to positively impact community development throughout the United States. The mutual fund mainly focuses on providing affordable housing to low and moderate income borrowers and renters, including those in Majority Minority Census Tracts. The fund invests nationally, but individual bonds are designated to our bank that align with our current footprint. The Company’s investment in the mutual fund is eligible for investment credit under the CRA.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table sets forth the maturities of available-for-sale securities at December 31, 2024 and the weighted average yields of such securities.
Available-for-Sale Securities
| (Dollars in Thousands) | Maturing | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Within One Year | After One But Within Five Years | After Five But Within Ten Years | After Ten Years | |||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||
| U.S. Government Agency Securities | $ | 35 | 4.25 | % | $ | 4,324 | 5.25 | % | $ | 22,591 | 4.74 | % | $ | — | — | % | ||||||||||||
| Residential Mortgage-Backed Securities2 | — | — | % | — | — | % | — | — | % | 96,153 | 3.37 | % | ||||||||||||||||
| Commercial Mortgage-Backed Securities2 | — | — | % | 1,697 | 6.97 | % | 6,889 | 3.90 | % | 13,001 | 5.70 | % | ||||||||||||||||
| Other Commercial Mortgage-Backed Securities2 | — | — | % | — | — | % | 1,831 | 1.51 | % | 20,139 | 2.76 | % | ||||||||||||||||
| Asset Backed Securities2 | — | — | % | 32,143 | 2.00 | % | 65,220 | 4.58 | % | 21,158 | 5.00 | % | ||||||||||||||||
| Collateralized Mortgage Obligations2 | — | — | % | 6,309 | 5.40 | % | — | — | % | 142,279 | 4.07 | % | ||||||||||||||||
| States and Political Subdivisions | — | — | % | 25,425 | 2.34 | % | 161,962 | 2.33 | % | 33,794 | 2.51 | % | ||||||||||||||||
| Corporate Notes | — | — | % | — | — | % | 63,450 | 3.87 | % | — | — | % | ||||||||||||||||
| Total | $ | 35 | $ | 69,898 | $ | 321,943 | $ | 326,524 | ||||||||||||||||||||
| Weighted Average Yield1 | 4.25 | % | 2.72 | % | 3.24 | % | 3.72 | % |
1Weighted -average yields are calculated on a taxable-equivalent basis using the federal statutory tax rate of 21 percent.
2 Securities not due at a single maturity date
At December 31, 2024 the Company had no held-to-maturity securities; however, if at a future date we classify securities as held-to-maturity, our disclosures will show the weighted average yield for each range of maturities.
At December 31, 2024, the Company held 56.5% fixed rate and 43.5% floating rate securities. The floating rate securities may have a stated maturity greater than ten years, but the interest rate generally adjusts monthly. Therefore, the duration on these securities is short, generally less than one year, and will therefore not be as sensitive to interest rate changes.
Refer to Note 4, Investment Securities, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our securities.
Provision for Income Taxes
The provision for income taxes increased $1.0 million to $6.3 million for the year ended December 31, 2024 compared to $5.3 million for December 31, 2023. Pre-tax income increased $2.1 million for the year ended 2024 compared to 2023, primarily due to recording a $6.5 million recovery to the (recovery) provision for credit losses in the fourth quarter of 2024. The effective tax rate was 20.6% for the year ended December 31, 2024 compared to 18.6% for December 31, 2023. The increase in the effective tax rate for the year ended December 31, 2024 compared to the same period in 2023 was primarily related to changes in pre-tax income, partially offset by higher levels of tax credits in 2023. The Company ordinarily generates an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest income, tax credit projects and bank owned life insurance (“BOLI”).
Discussion of provision for income taxes compared to the year ended December 31, 2023 compared to the year ended December 31, 2022 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Provision for Income Taxes” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024, and is incorporated herein by reference.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Loan Composition
The following table summarizes our loan portfolio as of the periods presented:
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||
| Commercial | |||||||||||||||||||
| Commercial Real Estate | $ | 1,869,831 | $ | 1,670,631 | $ | 1,470,562 | $ | 1,323,252 | $ | 1,453,799 | |||||||||
| Commercial and Industrial | 230,483 | 271,511 | 309,792 | 345,376 | 557,164 | ||||||||||||||
| Total Commercial Loans | 2,100,314 | 1,942,142 | 1,780,354 | 1,668,628 | 2,010,963 | ||||||||||||||
| Consumer | |||||||||||||||||||
| Residential Mortgages | 777,471 | 787,929 | 657,948 | 457,988 | 472,170 | ||||||||||||||
| Other Consumer | 28,908 | 34,277 | 44,562 | 44,666 | 57,647 | ||||||||||||||
| Total Consumer Loans | 806,379 | 822,206 | 702,510 | 502,654 | 529,817 | ||||||||||||||
| Construction | 462,930 | 436,349 | 353,553 | 282,947 | 406,390 | ||||||||||||||
| Other | 255,203 | 305,213 | 312,496 | 357,900 | — | ||||||||||||||
| Total Portfolio Loans | 3,624,826 | 3,505,910 | 3,148,913 | 2,812,129 | 2,947,170 | ||||||||||||||
| Loans Held-for-Sale | — | — | — | 228 | 25,437 | ||||||||||||||
| Loans Held-for-Sale in Connection with Sale of Bank Branches, at the lower of cost or fair value | — | — | — | — | 9,835 | ||||||||||||||
| Total Loans | $ | 3,624,826 | $ | 3,505,910 | $ | 3,148,913 | $ | 2,812,357 | $ | 2,982,442 |
Our loan portfolio represents our most significant source of interest income. The risk that borrowers are unable to pay such obligations is inherent in the loan portfolio. Other conditions such as downturns in the borrower's industry or the overall economic climate can significantly impact the borrower’s ability to pay. For a discussion of the risk factors relevant to our business and operations, please refer to Part I, Item 1A, “Risk Factors,” contained in this Annual Report on Form 10-K for the year ended December 31, 2024.
Total portfolio loans increased $118.9 million, or 3.4%, to $3.6 billion at December 31, 2024 compared to December 31, 2023 with production primarily in our CRE and construction loan portfolios. The CRE portfolio is monitored for potential concentrations of credit risk by market, property type and tenant concentrations. Given the current interest rate environment, our mortgage portfolio paydowns outpaced growth in the year ended December 31, 2024. At December 31, 2024, the loan portfolio was comprised of 25.4% floating rates which reprice monthly, 39.0%, variable rates that reprice at least once during the life of the loan and the remaining 35.6% are fixed rate loans. The Company continues to carefully monitor the loan portfolio during 2024, including in light of market conditions that impact our borrowers and the interest rate environment.
Total CRE represented 51.6% of total portfolio loans at December 31, 2024 compared to 47.7% at December 31, 2023. The collateral for the Company’s CRE loans are geographically concentrated predominantly in North Carolina, Virginia, South Carolina, West Virginia and Georgia and within the retail/restaurant, warehouse, hospitality, multifamily, and office metrics.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table presents the Company's CRE loan portfolio breakout by collateral type, loan amounts for each collateral type included in special mention and substandard and the related percentages by segment to the collateral types as of the periods presented:
| December 31, 2024 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgage | Construction | Other | Total | CRE Collateral Type in Special Mention and Substandard Risk Rating | % of Each Segment to Total CRE Collateral Type | |||||||||||||||||||||||
| Retail/Restaurant | $ | 415,624 | $ | 122 | $ | — | $ | 55,093 | $ | — | $ | 470,839 | $ | 451 | 18.5 | % | |||||||||||||||
| Warehouse | 405,333 | 493 | — | 53,990 | — | 459,816 | 3,865 | 18.1 | % | ||||||||||||||||||||||
| Hospitality | 288,505 | — | — | 14,647 | 51,552 | 354,704 | 51,552 | 13.9 | % | ||||||||||||||||||||||
| Multifamily | 286,203 | — | — | 105,677 | — | 391,880 | 4,516 | 15.4 | % | ||||||||||||||||||||||
| Office | 221,445 | — | — | 7,468 | 508 | 229,421 | 1,080 | 9.0 | % | ||||||||||||||||||||||
| Land | 771 | — | — | 114,344 | 57,925 | 173,040 | 57,975 | 6.8 | % | ||||||||||||||||||||||
| Single Family | 25,630 | — | 50,334 | 37,622 | 13,367 | 126,953 | 13,445 | 5.0 | % | ||||||||||||||||||||||
| Country Club | 3,393 | — | — | — | 45,002 | 48,395 | 45,002 | 1.9 | % | ||||||||||||||||||||||
| Long-term Care | 30,474 | — | — | 17,492 | — | 47,966 | — | 1.9 | % | ||||||||||||||||||||||
| Other | 197,655 | 389 | — | 36,964 | 7,628 | 242,636 | 12,159 | 9.5 | % | ||||||||||||||||||||||
| Total | $ | 1,875,033 | $ | 1,004 | $ | 50,334 | $ | 443,297 | $ | 175,982 | $ | 2,545,650 | $ | 190,045 | 100.0 | % |
| December 31, 2023 | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgage | Construction | Other | Total | CRE Collateral Type in Special Mention and Substandard Risk Rating | % of Each Segment to Total CRE Collateral Type | |||||||||||||||||||||||
| Retail/Restaurant | $ | 380,285 | $ | 129 | $ | — | $ | 46,241 | $ | 3,300 | $ | 429,955 | $ | 62 | 18.2 | % | |||||||||||||||
| Warehouse | 324,548 | 514 | 53 | 48,674 | — | 373,789 | 72 | 15.9 | % | ||||||||||||||||||||||
| Hospitality | 288,323 | — | — | 1,229 | 51,552 | 341,104 | 51,552 | 14.5 | % | ||||||||||||||||||||||
| Multifamily | 258,676 | — | — | 127,447 | — | 386,123 | — | 16.4 | % | ||||||||||||||||||||||
| Office | 217,228 | — | — | 4,424 | 508 | 222,160 | 1,857 | 9.4 | % | ||||||||||||||||||||||
| Land | 1,153 | — | — | 119,188 | 92,648 | 212,989 | 93,581 | 9.0 | % | ||||||||||||||||||||||
| Single Family | 5,770 | 14 | 47,205 | 13,194 | 13,367 | 79,550 | 13,439 | 3.4 | % | ||||||||||||||||||||||
| Country Club | — | — | — | — | 45,002 | 45,002 | 45,002 | 1.9 | % | ||||||||||||||||||||||
| Long-term Care | 20,172 | — | — | 7,250 | — | 27,422 | — | 1.2 | % | ||||||||||||||||||||||
| Other | 201,353 | 444 | 127 | 34,932 | — | 236,856 | 22,941 | 10.1 | % | ||||||||||||||||||||||
| Total | $ | 1,697,508 | $ | 1,101 | $ | 47,385 | $ | 402,579 | $ | 206,377 | $ | 2,354,950 | $ | 228,506 | 100.0 | % |
CRE loans represent a portfolio concentration risk. The majority of our CRE loans are made in the above noted geographies and granted to experienced developers and sponsors with loan guaranty structures that provide recourse to individuals with access to financial resources. We believe our knowledge of CRE and our operating knowledge at the local and regional level of these markets allows us to effectively manage concentration risk. Our operating knowledge at the local and regional level is derived from our front-line connection to the customer and our understanding of their business model. We also have access to research tools that inform us about market statistics such as occupancy, lease growth rates and new construction starts. This data is reviewed frequently by our credit officers and disseminated to our lenders. The Bank’s underwriting process includes multiple shock scenarios primarily focused on cash flow and leverage in order to determine a supportable loan amount.
We attempt to limit our exposure to credit risk by diversifying our loan portfolio by segment, geography, collateral and industry while actively managing concentrations. When concentrations exist in certain segments, we seek to mitigate this risk by reviewing the relevant economic indicators and internal risk rating trends of the loans in these segments. The Company established transaction, relationship and specific loan segment limits in its loan policy. Total commercial real estate balances should not exceed the combination of 300% of total risk-based capital and growth in excess of 50% over the previous thirty-six months and construction loan balances should not exceed 100% of total risk-based capital. Investment real estate property types
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
and purchased loan programs have individual dollar limits that should not be exceeded in the portfolio and are based on management’s risk tolerance relative to capital. In addition, there are specific targets for various categories of real estate loans with respect to debt service coverage ratios, loan-to-value ratios, loan terms, and amortization periods. We also have policy limits on loan-to-cost for construction projects. Although leverage is important, the Company also focuses on cash flow generation and employs stress testing to calculate a supportable loan amount.
Aggregate commitments to our top 10 credit relationships were $698.3 million, or 19.27% of our CRE loan portfolio, at December 31, 2024, compared to $611.0 million, or 17.43% or our CRE portfolio, at December 31, 2023. The Other segment represents 36.1% of the top 10 credit relationships and the Company transferred its largest credit relationship with a balance of $252.0 million as of December 31, 2024 to nonaccrual during the second quarter of 2023, as described in more detail below under “Credit Quality” in this MD&A.
The following table summarizes our top 10 relationships and a description of industries represented for the periods presented:
| For the Periods Ending | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dollars in Thousands | 12/31/2024 | 12/31/2023 | Change | 2024 % of Gross Loans | 2024 % of RBC | |||||||||||||
| 1. Hospitality, Agriculture & Energy | $ | 251,982 | $ | 301,913 | $ | (49,931) | 6.95 | % | 50.32 | % | ||||||||
| 2. Multifamily | 58,871 | 15,000 | 43,871 | 1.62 | % | 11.76 | % | |||||||||||
| 3. Retail & Office | 52,913 | 53,576 | (663) | 1.46 | % | 10.57 | % | |||||||||||
| 4. Health Care Facility / Long-Term Care | 52,855 | 53,683 | (828) | 1.46 | % | 10.55 | % | |||||||||||
| 5. Multifamily | 51,990 | 27,090 | 24,900 | 1.43 | % | 10.38 | % | |||||||||||
| 6. Warehouse | 49,661 | 51,185 | (1,524) | 1.37 | % | 9.92 | % | |||||||||||
| 7. Long-Term Care | 46,199 | 21,803 | 24,396 | 1.28 | % | 9.23 | % | |||||||||||
| 8. Health Care Facility | 44,779 | — | 44,779 | 1.24 | % | 8.94 | % | |||||||||||
| 9. Warehouse | 44,577 | 41,571 | 3,006 | 1.23 | % | 8.90 | % | |||||||||||
| 10. Retail | 44,511 | 45,187 | (676) | 1.23 | % | 8.89 | % | |||||||||||
| Top Ten (10) Relationships | 698,338 | 611,008 | 87,330 | 19.27 | % | 139.46 | % | |||||||||||
| Total Gross Loans | 3,624,826 | 3,505,910 | 118,916 | |||||||||||||||
| % of Total Gross Loans | 19.27 | % | 17.43 | % | 1.84 | % | ||||||||||||
| Concentration (25% of RBC) | $ | 125,190 | $ | 121,231 |
Unfunded commitments on lines of credit were $620.8 million at December 31, 2024 as compared to $568.7 million at December 31, 2023. The majority of unused commitments are for construction projects that will be drawn as the construction progresses toward completion. Total utilization was 53.8% at December 31, 2024 and 53.8% at December 31, 2023. Unfunded commitments on commercial operating lines of credit was 53.8% at December 31, 2024 and 53.7% at December 31, 2023.
Unsecured loans pose higher risk for the Company due to the lack of a well-defined secondary source of repayment. Commercial unsecured loans are reserved for the best quality customers with well-established businesses that operate with low financial and operating leverage. The repayment capacity of the borrower should exceed the policy and guidelines for secured loans. The Company significantly increased the standards for consumer unsecured lending by adjusting upward the required qualifying Fair Isaac Corporation (“FICO”) scores and restricting loan amounts at lower FICO scores.
Deferred costs and fees included in the portfolio balances above were $8.8 million and $7.2 million at December 31, 2024 and December 31, 2023, respectively. Discounts on purchased 1-4 family loans included in the portfolio balances above were $104.1 thousand and $133.4 thousand at December 31, 2024 and December 31, 2023, respectively.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following tables present the maturity schedule of portfolio loan types at December 31, 2024:
| Maturity | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Within One Year | After One But Within Five Years | After Five But Within 15 Years | After 15 Years | Total | ||||||||||||||
| Fixed interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 120,871 | $ | 531,685 | $ | 58,784 | $ | 3,419 | $ | 714,759 | |||||||||
| Commercial and Industrial | 13,833 | 56,656 | 99,957 | 2,887 | 173,333 | ||||||||||||||
| Residential Mortgages | 903 | 20,968 | 63,180 | 16,344 | 101,395 | ||||||||||||||
| Other Consumer | 1,041 | 26,945 | 890 | — | 28,876 | ||||||||||||||
| Construction | 110,313 | 135,550 | 13,559 | 13,217 | 272,639 | ||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||
| Portfolio Loans with Fixed Interest Rates | $ | 246,961 | $ | 771,804 | $ | 236,370 | $ | 35,867 | $ | 1,291,002 | |||||||||
| Variable interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 61,020 | $ | 223,877 | $ | 760,560 | $ | 109,615 | $ | 1,155,072 | |||||||||
| Commercial and Industrial | 14,601 | 24,244 | 15,959 | 2,346 | 57,150 | ||||||||||||||
| Residential Mortgages | 1,639 | 1,171 | 31,306 | 641,960 | 676,076 | ||||||||||||||
| Other Consumer | 32 | — | — | — | 32 | ||||||||||||||
| Construction | 80,230 | 92,096 | 17,007 | 958 | 190,291 | ||||||||||||||
| Other | 251,982 | — | — | 3,221 | 255,203 | ||||||||||||||
| Portfolio Loans with Variable Interest Rates | $ | 409,504 | $ | 341,388 | $ | 824,832 | $ | 758,100 | $ | 2,333,824 | |||||||||
| Total Portfolio Loans | $ | 656,465 | $ | 1,113,192 | $ | 1,061,202 | $ | 793,967 | $ | 3,624,826 |
Refer to Note 5, Loans, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our loans.
Credit Quality
On a monthly basis, a Criticized Asset Committee meets to review certain watch, special mention and substandard risk rated loans within prescribed policy thresholds. These loans typically represent the highest risk of loss to the Company. Action plans are established and these loans are monitored through regular contact with the borrower and loan officer, review of current financial information and other documentation, review of all loan or potential loan restructures or modifications and the regular re-evaluation of assets held as collateral.
On a quarterly basis, the Credit Risk Committee of the Board meets to review our loan portfolio metrics, approve segment limits, approve the adequacy of ACL, and review the findings from Loan Review identified in the previous quarter. Annually, this same committee approves credit related policy changes and policy enhancements as they become available.
Additional credit risk management practices include continuous reviews of trends in our lending footprint and our lending policies and procedures to support sound underwriting practices, concentrations, delinquencies and annual portfolio stress testing. Our Loan Review department serves as a mechanism to independently monitor credit quality and assess the effectiveness of credit risk management practices to provide oversight of all lending activities. The loan review function has the primary responsibility for assessing commercial credit administration and credit decision functions of consumer and mortgage underwriting, as well as determining the appropriateness of risk ratings for those loans reviewed and providing input to the loan risk rating process. Our policy is to place loans in all categories in nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due based on contractual terms. Consumer unsecured loans and secured loans are evaluated for charge-off after the loan becomes 90 days past due. Loans past due 90 days are automatically transferred to nonaccrual status. Management reserves the right to exercise discretion at the individual loan level. For example, we may elect to transfer a loan to nonaccrual regardless of the delinquency status if we believe the collection in full of both principal and interest to be unlikely. We may also elect to retain a loan that is 90 or more days’ delinquent in accrual status if we believe the loan is well secured and in the process of collection. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions. Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.
Nonperforming assets consist of nonaccrual loans and OREO. The following table summarizes nonperforming assets for the dates presented:
| (Dollars in Thousands) | December 31, 2024 | December 31, 2023 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonaccrual Loans | |||||||||||
| Commercial Real Estate | $ | 1,176 | $ | 1,324 | $ | (148) | |||||
| Commercial and Industrial | 1,078 | 52 | 1,026 | ||||||||
| Residential Mortgages | 4,865 | 3,283 | 1,582 | ||||||||
| Other Consumer | 20 | 59 | (39) | ||||||||
| Construction | 228 | 2,904 | (2,676) | ||||||||
| Other | 251,982 | 301,913 | (49,931) | ||||||||
| Total Nonperforming Loans | 259,349 | 309,535 | (50,186) | ||||||||
| Other Real Estate Owned | 659 | 2,463 | (1,804) | ||||||||
| Total Nonperforming Assets | $ | 260,008 | $ | 311,998 | $ | (51,990) | |||||
| Nonperforming Loans to Total Portfolio Loans | 7.15 | % | 8.83 | % | |||||||
| Nonperforming Assets to Total Portfolio Loans plus Other Real Estate Owned | 7.17 | % | 8.89 | % |
Nonperforming assets decreased $52.0 million to $260.0 million at December 31, 2024 compared to December 31, 2023. The decrease of $50.2 million in nonperforming loans was primarily related to $49.9 million of curtailment payments made by the Bank’s largest nonperforming credit relationship.
During the second quarter of 2023, the Company placed $301.9 million of commercial loans that reside in the Other segment of the Company’s loan portfolio, relating to the Bank’s largest credit relationship, on nonaccrual status due to loan maturities and failure to pay in full. These loans remained on nonaccrual status at both December 31, 2024 and December 31, 2023. These nonperforming loans are 97.2% of the Company's total nonperforming loans and 96.9% of the Company's total nonperforming assets at December 31, 2024.
As discussed in more detail above under “—Our Business and Strategy,” we have agreed upon a pathway of curtailment and payoff of the Bank’s credit relationship with the Justice Entities. During the second, third and fourth quarters of 2024, $49.9 million of curtailment payments made by the Justice Entities to the Bank decreased the aggregate nonperforming loan balance outstanding to the Bank from $301.9 million as of December 31, 2023 to $252.0 million as of December 31, 2024. The Company believes it is well secured based on the net carrying value of the credit relationship and it has appropriately reserved for expected credit losses with respect to all such loans based on information currently available. However, the Company cannot give any assurance as to the timing or amount of future payments or collections on such loans or that the Company will ultimately collect all amounts contractually due. The Company is closely monitoring all developments that may impact collateral values or potential recoveries on its nonperforming loans, including claims that may be asserted by other purported creditors.
Based on analyses of the credit relationship and various discounted cash flow valuation techniques utilized in the alternative modeling, which resulted in specific reserves with respect to these loans of $30.3 million at December 31, 2024, or 12.0%, of these loans aggregate principal amount as compared to $54.3 million or 18.0% of these loans aggregate principal amount at December 31, 2023. This decline was driven by the aforementioned curtailments, updated analysis of the credit relationship during 2024 using the discounted cash flow model with updated assumptions and inputs regarding the credit relationship, legal risk and related risks.
As the borrowers on these loans operate in the hospitality, agriculture, and energy sectors, this credit relationship is secured by, among other collateral, commercial real estate properties in these sectors including but not limited to top-tier hospitality
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
properties. When evaluating the net carrying value of this credit relationship at December 31, 2024, the Company utilized discounted cash flow valuation techniques to estimate the timing and magnitude of potential recoveries resulting from various collection processes.
The following is an analysis of nonperforming loans by loan portfolio segment for the dates presented, and each segment’s relative contribution to total nonperforming loans:
| December 31, 2024 | December 31, 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of NPLs | Amount | % of NPLs | ||||||||||
| Commercial Real Estate | $ | 1,176 | 0.4 | % | $ | 1,324 | 0.4 | % | ||||||
| Commercial and Industrial | 1,078 | 0.4 | % | 52 | — | % | ||||||||
| Residential Mortgages | 4,865 | 1.9 | % | 3,283 | 1.1 | % | ||||||||
| Other Consumer | 20 | — | % | 59 | — | % | ||||||||
| Construction | 228 | 0.1 | % | 2,904 | 1.0 | % | ||||||||
| Other | 251,982 | 97.2 | % | 301,913 | 97.5 | % | ||||||||
| Balance End of Period | $ | 259,349 | 100.0 | % | $ | 309,535 | 100.0 | % |
Closed retail bank offices had a book value of $0.7 million at December 31, 2024 and $2.3 million at December 31, 2023, and are recorded in OREO on the Consolidated Balance Sheets. During the year ended December 31, 2024, the Bank sold three retail banking offices and moved $1.2 million of loans at fair value to OREO and moved one retail office of $0.2 million to OREO. These properties are currently being marketed for sale.
Past Company legacy underwriting standards relied heavily on loan to value and did not necessarily consider the income characteristics of the borrower or the repayment capacity of collateral with respect to speculative land financing. An overreliance on value as a primary repayment source can become compromised during real estate cycles. As a result, management has worked through these legacy credits and has installed a number of underwriting guardrails that consider the global cash flows and repayment capability of borrowers and/or guarantors, the proportion of speculation, transaction limits and introduced sensitivity analysis in order to determine supportable loan amounts. While these guardrails do not insulate the Company from credit cycles, management believes it should reduce the experience of defaults.
Closed-end installment loans, amortizing loans secured by real estate and any other loans with payments scheduled monthly are reported past due when the borrower is in arrears two or more monthly payments. Other multi-payment obligations with payments scheduled other than monthly are reported past due when one scheduled payment is due and unpaid for 30 days or more. We monitor delinquency on a monthly basis, including loans that are at risk for becoming delinquent and early stage delinquencies in order to identify emerging patterns and potential problem loans.
The following table summarizes past due loans for the dates presented:
| (Dollars in Thousands) | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Loans 30 to 89 Days Past Due | |||||||
| Commercial | |||||||
| Commercial Real Estate | $ | 2,642 | $ | 319 | |||
| Commercial and Industrial | 180 | 39 | |||||
| Total Commercial Loans | 2,822 | 358 | |||||
| Consumer | |||||||
| Residential Mortgages | 917 | 1,881 | |||||
| Other Consumer | 306 | 405 | |||||
| Total Consumer Loans | 1,223 | 2,286 | |||||
| Construction | 783 | 3,388 | |||||
| Other | — | — | |||||
| Total Loans 30 to 89 Days Past Due | $ | 4,828 | $ | 6,032 |
There were no loans during the year ended December 31, 2024 and December 31, 2023 that were past due more than 90 days and still accruing. Loans past due 30 to 89 days or more and still accruing decreased $1.2 million to $4.8 million at December 31, 2024 compared to $6.0 million at December 31, 2023, primarily in the residential mortgage and construction
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
segments offset by an increase in CRE. During 2024, the decrease related to two construction loans totaling $2.6 million, one of which is now current and one that has since paid off. Also a construction loan totaling $2.1 million at December 31, 2023 that transferred to a residential mortgage loan in 2024 once construction was completed. Offsetting these variances was one CRE relationship with an aggregate principal balance of $2.4 million that was downgraded to special mention during the fourth quarter of 2024.
The following tables represent credit exposures by internally assigned risk ratings as of December 31, 2024 and 2023:
| December 31, 2024 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 1,860,313 | $ | 227,412 | $ | 772,514 | $ | 28,888 | $ | 458,223 | $ | 3,221 | $ | 3,350,571 | |||||||||||||
| Special Mention | 2,460 | — | 92 | — | 4,479 | — | 7,031 | ||||||||||||||||||||
| Substandard | 7,058 | 3,071 | 4,865 | 20 | 228 | 251,982 | 267,224 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,869,831 | $ | 230,483 | $ | 777,471 | $ | 28,908 | $ | 462,930 | $ | 255,203 | $ | 3,624,826 | |||||||||||||
| Performing Loans | $ | 1,868,655 | $ | 229,405 | $ | 772,606 | $ | 28,888 | $ | 462,702 | $ | 3,221 | $ | 3,365,477 | |||||||||||||
| Nonaccrual Loans | 1,176 | 1,078 | 4,865 | 20 | 228 | 251,982 | 259,349 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,869,831 | $ | 230,483 | $ | 777,471 | $ | 28,908 | $ | 462,930 | $ | 255,203 | $ | 3,624,826 |
| December 31, 2023 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 1,669,029 | $ | 268,622 | $ | 784,090 | $ | 34,202 | $ | 433,321 | $ | 3,300 | $ | 3,192,564 | |||||||||||||
| Special Mention | 278 | 2,837 | 525 | — | 60 | — | 3,700 | ||||||||||||||||||||
| Substandard | 1,324 | 52 | 3,314 | 75 | 2,968 | 301,913 | 309,646 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,670,631 | $ | 271,511 | $ | 787,929 | $ | 34,277 | $ | 436,349 | $ | 305,213 | $ | 3,505,910 | |||||||||||||
| Performing Loans | $ | 1,669,307 | $ | 271,459 | $ | 784,646 | $ | 34,218 | $ | 433,445 | $ | 3,300 | $ | 3,196,375 | |||||||||||||
| Nonaccrual Loans | 1,324 | 52 | 3,283 | 59 | 2,904 | 301,913 | 309,535 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,670,631 | $ | 271,511 | $ | 787,929 | $ | 34,277 | $ | 436,349 | $ | 305,213 | $ | 3,505,910 |
At December 31, 2024 and December 31, 2023, the Company had no loans that were risk rated as doubtful. Special mention and substandard loans at December 31, 2024 decreased $39.1 million compared to December 31, 2023, with a decrease of $42.4 million in substandard and an increase of $3.3 million in special mention. The decrease of $42.4 million in substandard was primarily related to the aforementioned $49.9 million of curtailment payments made by the Bank’s largest nonperforming credit relationship in the second, third and fourth quarters of 2024 in the Other segment category. Partially offsetting the curtailment payments were loan downgrades to substandard consisting of two CRE loans and two C&I loan relationships totaling $8.8 million, during the year ended December 31, 2024. At December 31, 2024 and December 31, 2023 substandard loans were impacted by the above mentioned large nonaccrual credit relationship in the Other loan category, which was placed on nonaccrual status during the second quarter of 2023. The increase of $3.3 million in special mention related to loan downgrades consisting of a $4.4 million construction loan and a $2.4 million CRE loan, partially offset by a $2.8 million C&I loan that was paid off during the year ended December 31, 2024.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our nonperforming loans and OREO.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Allowance for Credit Losses
The following summarizes our allowance for credit loss experience at December 31 for each of the years presented:
| (Dollars in Thousands) | 2024 | 2023 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance Beginning of Year | $ | 97,052 | $ | 93,852 | $ | 95,939 | |||||
| (Recovery) Provision for Credit Losses | (5,039) | 5,500 | 2,419 | ||||||||
| Charge-offs: | |||||||||||
| Commercial Real Estate | — | — | — | ||||||||
| Commercial and Industrial | 40 | 63 | 3,436 | ||||||||
| Residential Mortgages | 32 | 203 | 46 | ||||||||
| Other Consumer | 1,759 | 2,665 | 1,677 | ||||||||
| Construction | 157 | 42 | — | ||||||||
| Other | 15,000 | — | — | ||||||||
| Total Charge-offs | 16,988 | 2,973 | 5,159 | ||||||||
| Recoveries: | |||||||||||
| Commercial Real Estate | — | — | — | ||||||||
| Commercial and Industrial | 49 | 88 | 1 | ||||||||
| Residential Mortgages | 31 | 110 | 99 | ||||||||
| Other Consumer | 495 | 475 | 404 | ||||||||
| Construction | — | — | 149 | ||||||||
| Other | — | — | — | ||||||||
| Total Recoveries | 575 | 673 | 653 | ||||||||
| Total Net Charge-offs | 16,413 | 2,300 | 4,506 | ||||||||
| Balance End of Year | $ | 75,600 | $ | 97,052 | $ | 93,852 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.46% | 0.07% | 0.15% | ||||||||
| Allowance for Credit Losses to Total Portfolio Loans | 2.09% | 2.77% | 2.98% |
Net charge-offs were $16.4 million and $2.3 million for the years ended December 31, 2024 and December 31, 2023, respectively. During 2024, net charge-offs were significantly impacted by a $15.0 million principal charge-off related to the Other segment of the loan portfolio, discussed in more detail above under “—Our Business and Strategy.” As a percentage of average portfolio loans, net charge-offs were 0.46% and 0.07% for the years ended December 31, 2024 and December 31, 2023, respectively.
The following is the allocation of the ACL balance by segment as of December 31 for the years presented below:
| 2024 | 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of Loans in each Category to Total Portfolio Loans | Amount | % of Loans in each Category to Total Portfolio Loans | ||||||||||
| Commercial Real Estate | $ | 20,146 | 51.6 | % | $ | 19,873 | 47.7 | % | ||||||
| Commercial & Industrial | 2,791 | 6.4 | % | 3,286 | 7.7 | % | ||||||||
| Residential Mortgages | 10,389 | 21.4 | % | 10,879 | 22.5 | % | ||||||||
| Other Consumer | 682 | 0.8 | % | 868 | 1.0 | % | ||||||||
| Construction | 11,297 | 12.8 | % | 7,792 | 12.4 | % | ||||||||
| Other | 30,295 | 7.0 | % | 54,354 | 8.7 | % | ||||||||
| Balance End of Year | $ | 75,600 | 100.0 | % | $ | 97,052 | 100.0 | % |
The ACL was $75.6 million, or 2.09%, of total portfolio loans at December 31, 2024 compared to $97.1 million, or 2.77%, of total portfolio loans at December 31, 2023.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table summarizes the credit quality ratios and their components as of December 31 for the years presented below:
| (Dollars in Thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Allowance for Credit Losses to Total Portfolio Loans | |||||||
| Allowance for Credit Losses | $ | 75,600 | $ | 97,052 | |||
| Total Portfolio Loans | 3,624,826 | 3,505,910 | |||||
| Allowance for Credit Losses to Total Portfolio Loans | 2.09 | % | 2.77 | % | |||
| Nonperforming Loans to Total Portfolio Loans | |||||||
| Nonperforming Loans | $ | 259,349 | $ | 309,535 | |||
| Total Portfolio Loans | 3,624,826 | 3,505,910 | |||||
| Nonperforming Loans to Total Portfolio Loans | 7.15 | % | 8.83 | % | |||
| Allowance for Credit Losses to Nonperforming Loans | |||||||
| Allowance for Credit Losses | $ | 75,600 | $ | 97,052 | |||
| Nonperforming Loans | 259,349 | 309,535 | |||||
| Allowance for Credit Losses to Nonperforming Loans | 29.15 | % | 31.35 | % | |||
| Net Charge-offs to Average Portfolio Loans | |||||||
| Net Charge-offs | $ | 16,413 | $ | 2,300 | |||
| Average Total Portfolio Loans | 3,560,297 | 3,324,757 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.46 | % | 0.07 | % |
The (recovery) provision for credit losses, which includes a (recovery) provision for losses on loans and a (recovery) provision on unfunded commitments, is a charge to earnings to maintain the ACL at a level consistent with management's assessment of expected losses in the loan portfolio at the balance sheet date. The (recovery) provision for credit losses decreased $10.5 million to a recovery of $5.0 million for the year ended December 31, 2024 when compared to the same period in 2023. The decrease in the (recovery) provision for credit losses primarily related to updated analysis of the individually evaluated loans and $6.6 million of Other segment specific reserves released in connection with $49.9 million of curtailment payments made by the Bank’s largest nonperforming credit relationship, offset by loan growth in 2024.
The (recovery) provision for unfunded commitments decreased $0.9 million for the year ended December 31, 2024 compared to the same period in 2023. The decrease was due to decreased commitments in construction loans in 2024. The reserve for unfunded commitments is largely comprised of unfunded commitments related to real estate construction loans and pressure on the reserve rates. There are three basic factors that influence the reserve rates associated with unfunded commitments for real estate construction loans. First, the reserve rate is extrapolated from the reserve rates calculated for certain commercial real estate funded loans within the ACL model. These reserve rates are influenced by the same factors cited in the ACL model such as economic forecasts, average portfolio life, etc. Refer to Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to the ACL Policy and the discussion of these factors. Second, since the category of construction is generic, management applies a weighting of the reserve rates associated with certain CRE loans. The proportion of these segments affect the weighting. Third, volume changes impact the total reserve calculation.
At December 31, 2024 nonperforming loans (“NPLs”) decreased $50.2 million at December 31, 2024 since December 31, 2023. NPLs as a percentage of total portfolio loans were 7.15% and 8.83% as of December 31, 2024 and December 31, 2023, respectively.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our ACL.
Deposits
The daily average balance of deposits and rates paid on deposits are summarized in the following table for the years ended December 31:
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
| 2024 | 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Average Balance | Rate | Average Balance | Rate | ||||||||||
| Noninterest-Bearing Demand | $ | 644,231 | — | $ | 680,889 | — | ||||||||
| Interest-Bearing Demand | 583,735 | 1.54 | % | 483,048 | 0.56 | % | ||||||||
| Money Market | 511,342 | 3.03 | % | 448,324 | 1.98 | % | ||||||||
| Savings | 399,748 | 0.14 | % | 544,938 | 0.11 | % | ||||||||
| Certificate of Deposits | 1,782,573 | 3.95 | % | 1,428,646 | 2.83 | % | ||||||||
| Total Interest-Bearing Deposits | 3,277,398 | 2.91 | % | 2,904,956 | 1.81 | % | ||||||||
| Total Average Deposits | $ | 3,921,629 | 2.43 | % | $ | 3,585,845 | 1.47 | % |
For the year ended December 31, 2024, total average deposits increased $335.8 million, which included increases in average CDs of $353.9 million, or 24.8%, average interest-bearing deposits of $100.7 million, or 20.8% and average money market accounts of $63.0 million, or 14.1%, offset by decreases in average savings accounts of $145.2 million, or 26.6% and in average noninterest-bearing demand deposits of $36.6 million, or 5.4%. The decreases in average savings and noninterest-bearing demand deposits was primarily due customers preferences shifting to higher-yielding deposit products as short-term interest rates increased.
The following table presents additional information about our year-end deposits:
| (Dollars in Thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Deposits from the Certificate of Deposit Account Registry Services ("CDARS") | $ | — | $ | — | |||
| Noninterest-Bearing Public Funds Deposits | 55,385 | 51,506 | |||||
| Interest-Bearing Public Funds Deposits | 125,342 | 127,100 | |||||
| Total Deposits not Covered by Deposit Insurance1 | 762,937 | 647,154 | |||||
| Certificates of Deposits not Covered by Deposit Insurance | 297,938 | 304,968 | |||||
| Deposits for Certain Directors, Executive Officers and their Affiliates | 2,305 | 1,799 |
1These deposits are presented on an estimated basis. This estimate was determined based on the same methodologies and assumptions used for regulatory reporting requirements.
Maturities of CDs over $250,000 or more, excluding brokered deposits, not covered by deposit insurance at December 31, 2024 are summarized as follows:
| (Dollars in Thousands) | Amount | Percent | |||||
|---|---|---|---|---|---|---|---|
| Three Months or Less | $ | 147,310 | 49.5 | % | |||
| Over Three Months Through Twelve Months | 127,032 | 42.6 | % | ||||
| Over Twelve Months Through Three Years | 22,165 | 7.4 | % | ||||
| Over Three Years | 1,431 | 0.5 | % | ||||
| Total | $ | 297,938 | 100.0 | % |
Refer to Note 12, Deposits, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our deposits.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
FHLB Borrowings and Federal Funds Purchased
Information pertaining to FHLB borrowings and federal funds purchased at December 31 are summarized in the table below:
| (Dollars in Thousands) | 2024 | 2023 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 70,000 | $ | 393,400 | $ | 180,550 | |||||
| Federal Funds Purchased | — | — | 17,870 | ||||||||
| Average Balance during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 222,719 | $ | 402,675 | $ | 29,849 | |||||
| Federal Funds Purchased | — | 7,023 | 5,711 | ||||||||
| Average Interest Rate during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | 5.11 | % | 5.17 | % | 3.90 | % | |||||
| Federal Funds Purchased | — | % | 5.24 | % | 3.29 | % | |||||
| Maximum Month-end Balance during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 403,000 | $ | 525,135 | $ | 180,550 | |||||
| Federal Funds Purchased | — | 46,965 | 23,020 | ||||||||
| Average Interest Rate at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | 4.02 | % | 5.20 | % | 4.48 | % | |||||
| Federal Funds Purchased | — | % | — | % | 4.65 | % |
Borrowings are an additional source of liquidity for the Company. FHLB borrowings decreased $323.4 million to $70.0 million at December 31, 2024 and were $393.4 million at December 31, 2023 primarily due to deposit growth, coupled with $126.1 million of new brokered CDs during the year ended December 31, 2024. The Company used liquidity provided by deposit growth to reduce outstanding short-term FHLB borrowings during the year ended December 31, 2024. The Company had no overnight federal funds purchased at December 31, 2024 or at December 31, 2023. The level and composition of borrowed funds fluctuates over time based on many factors including market conditions, loan growth, investment securities, deposit growth and capital considerations. We manage our borrowed funds to provide a reliable source of liquidity.
The Company held FHLB of Atlanta stock of $6.5 million and $21.6 million at December 31, 2024 and December 31, 2023, respectively. The decrease in FHLB stock was due to a lower required level of stock holdings due to a lower level of FHLB borrowings. Dividends recorded on restricted stock were $1.0 million for the year ended December 31, 2024 compared to $1.5 million for the year ended December 31, 2023. The investment is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. We hold FHLB stock because we are a member of the FHLB of Atlanta. The FHLB requires members to purchase and hold a specified level of FHLB stock based upon the members’ asset values, level of borrowings and participation in other programs offered. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of the FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.
Refer to Note 13, Federal Home Loan Bank Borrowings and Federal Funds Purchased, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our borrowings.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Capital Resources
The following table summarizes ratios for the Company and the Bank at December 31:
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Leverage Ratio | ||||||
| Carter Bankshares, Inc. | 9.56 | % | 9.48 | % | ||
| Carter Bank and Trust | 9.42 | % | 9.41 | % | ||
| Common Equity Tier 1 | ||||||
| Carter Bankshares, Inc. | 10.88 | % | 11.08 | % | ||
| Carter Bank and Trust | 10.72 | % | 10.99 | % | ||
| Tier 1 Ratio | ||||||
| Carter Bankshares, Inc. | 10.88 | % | 11.08 | % | ||
| Carter Bank and Trust | 10.72 | % | 10.99 | % | ||
| Total Risk-Based Capital Ratio | ||||||
| Carter Bankshares, Inc. | 12.13 | % | 12.34 | % | ||
| Carter Bank and Trust | 11.98 | % | 12.25 | % |
Total capital of $384.3 million at December 31, 2024, reflects an increase of $33.1 million compared to December 31, 2023. The increase in total capital from December 31, 2023 is primarily due to net income of $24.5 million, an increase of $6.9 million in other comprehensive income due to positive changes in fair value of investment securities, as well as an increase of $1.7 million related to restricted stock activity all during the year ended December 31, 2024.
The Company and the Bank are subject to various capital requirements administered by the federal banking regulators. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulations to ensure capital adequacy require us to maintain minimum amounts and ratios.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2024 and December 31, 2023, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.
At December 31, 2024, the Company continues to maintain its capital position with a leverage ratio of 9.56% as compared to the regulatory guideline of 5.00% to be well-capitalized and a risk-based Common Equity Tier 1 ratio of 10.88% compared to the regulatory guideline of 6.50% to be well-capitalized. Our risk-based Tier 1 and Total Capital ratios were 10.88% and 12.13%, respectively, which places the Company above the federal bank regulatory agencies’ well-capitalized guidelines of 8.00% and 10.00%, respectively. We believe that we have the ability to raise additional capital, if necessary.
The Basel rules permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, existing treatment for accumulated other comprehensive loss, which currently does not affect regulatory capital. The Company elected to retain this treatment which reduces the volatility of regulatory capital levels.
The Basel III Capital Rules require the Company and the Bank to maintain minimum Common Equity Tier 1, Tier 1 and Total Capital ratios, along with a capital conservation buffer, effectively resulting in new minimum capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum, but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends,
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank.
Refer to Note 21, Capital Adequacy, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our capital.
Contractual Obligations
In the normal course of business, we have entered into contractual obligations that represent future cash commitments and liabilities under agreements with third parties and exclude contingent contractual liabilities for which we cannot reasonably predict future payments. The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. Refer to the accompanying Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for the expected timing of such payments as of December 31, 2024. These include payments related to (i) operating and finance leases referenced in Note 8, Right-of-Use (“ROU”) Assets and Lease Liabilities, (ii) time deposits with stated maturity dates in Note 12 – Deposits, (iii) Federal Home Loan Borrowings in Note 13, Federal Home Loan Bank Borrowings and Federal Funds Purchased, and (iv) commitments to extend credit, standby letters of credit and purchase obligations in Note 18, Commitments and Contingencies in Item 8 of this Annual Report on Form 10-K. Purchase obligations primarily represent obligations under agreement with our third-party data processing provider.
Off-Balance Sheet Arrangements
In the normal course of business, the Company offers our customers lines of credit and letters of credit to meet their financing objectives. The undrawn or unfunded portion of these facilities do not represent outstanding balances and therefore are not reflected in our financial statements as loans receivable. The Company provides lines of credit to our clients to memorialize the commitment to finance the completion of construction projects and revolving lines of credit to operating companies to finance their working capital needs. Lines of credit for construction projects represent $445.3 million, or 53.4% and $452.2 million, or 64.4% of the commitments to extend credit identified in the table below at December 31, 2024 and December 31, 2023, respectively. The Company provides letters of credit, generally, for the benefit of our customers to provide assurance to various municipalities that construction projects will be completed according to approved plans and specifications. These instruments involve elements of credit and interest rate risk and our exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, could be equal to the contractual amount of the obligation less the value of any collateral. The Company analyzes this risk and calculates a reserve for unfunded commitments. The same credit policies are applied in granting these facilities as those used for underwriting loans. Lines of credit to finance construction projects include a construction end date, at which time the loan is expected to convert to a mini-perm loan. A department independent of our lending group monitors construction commitments of $1.0 million or greater and/or based on management’s discretion. Lines of credit to operating companies to finance working capital include a maturity date and may include various financial covenants. Letters of credit include an expiration date unless it is a standby letter of credit which automatically renews but generally provide for a termination clause on an annual basis given sufficient notice to the beneficiary. The Company typically charges an annual fee for the issuance of letters of credit. Because letters of credit are expected to expire without being drawn upon, these commitments do not necessarily represent future cash requirements of the Company.
The following table sets forth the commitments and letters of credit as of December 31:
| (Dollars in Thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Commitments to Extend Credit | $ | 833,594 | $ | 702,301 | |||
| Standby Letters of Credit | 16,657 | 19,643 | |||||
| Total | $ | 850,251 | $ | 721,944 |
Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.
For more details, see Note 18, Commitments and Contingencies, in Item 8 of this Annual Report on Form 10-K.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Liquidity
Liquidity is defined as a financial institution’s ability to meet its cash and collateral obligations at a reasonable cost. This includes the ability to satisfy the financial needs of depositors who want to withdraw funds or borrowers needing to access funds to meet their credit needs. In order to manage liquidity risk the Company’s Board has delegated authority to ALCO for formulation, implementation and oversight of liquidity risk management for the Company. The ALCO’s goal is to maintain adequate levels of liquidity at a reasonable cost to meet funding needs in both a normal operating environment and for potential liquidity stress events. The ALCO closely monitors and manages liquidity by reviewing cash flow projections, performing balance sheet stress tests and by maintaining a detailed contingency funding plan that includes specific liquidity measures that are reviewed by the ALCO monthly. Our liquidity policy and contingency funding plan provide graduated risk tolerance levels for multiple liquidity measures and potential liquidity environments. If our liquidity position moves to a level that has been defined as high risk, specific actions are required, such as increased monitoring or the development of an action plan to reduce the risk position.
The Company’s primary funding and liquidity source is a stable customer deposit base. Management believes that we have the ability to retain existing deposits and attract new deposits, mitigating any potential funding dependency on other more volatile sources. Although deposits are the primary source of funds, the Company has identified various other funding sources that can be used as part of our normal funding program when either a structure or cost efficiency has been identified. Additional funding sources accessible to the Company include borrowing availability at the FHLB, equal to 25.0% of the Company’s assets or approximating $1.2 billion, subject to the amount of eligible collateral pledged, of which the Company is eligible to borrow up to an additional $735.3 million. The Company has unsecured facilities with three other correspondent financial institutions totaling $30.0 million, a fully secured facility with one other correspondent financial institution totaling $45.0 million, and access to the institutional CD market, and the brokered deposit market. The Company did not have outstanding borrowings on these fed funds lines as of December 31, 2024. In addition to the above funding resources, the Company also has $418.3 million of unpledged available-for-sale investment securities, at fair value, as an additional source of liquidity. Please refer to the Liquidity Sources table below for available funding with the FHLB and our secured and unsecured lines of credit with correspondent banks. As of December 31, 2024, approximately 81.6% of our total deposits of $4.2 billion were insured under standard FDIC insurance coverage limits, and approximately 18.4% of our total deposits were uninsured deposits over the standard FDIC insurance coverage limit.
The Company closely monitors changes in the industry and market conditions that may impact the Company’s liquidity and will use other borrowing means or other liquidity and funding strategies sources to fund its liquidity needs as needed. The Company is also closely tracking the potential impacts on the Company’s liquidity of declines in the fair value of the Company’s securities portfolio due to developments in the banking industry that may change the availability of traditional sources of liquidity or market expectations with respect to available sources and amounts of additional liquidity.
An important component of our ability to effectively respond to potential liquidity stress events is maintaining a cushion of highly liquid assets or assets that can be converted to cash quickly, with little or no loss in value, to meet financial obligations. ALCO policy guidelines define a ratio of highly liquid assets to total assets by graduated risk tolerance levels of minimal, moderate and high. At December 31, 2024, the Bank had $509.9 million in highly liquid assets, which consisted of Federal Reserve Board Excess Reserves and interest-bearing deposits in other financial institutions of $91.6 million and $418.3 million in unpledged securities. This resulted in highly liquid assets to total assets ratio of 10.9% at December 31, 2024. Total available liquidity to uninsured deposits was 182.6% at December 31, 2024.
If an extended recession, or significant industry or market volatility, caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table provides detail of liquidity sources as of December 31:
| (Dollars in Thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Cash and Due From Banks, including Interest-bearing Deposits | $ | 131,171 | $ | 54,529 | |||
| Unpledged Investment Securities | 418,350 | 563,537 | |||||
| Excess Pledged Securities | 33,022 | 61,774 | |||||
| FHLB Borrowing Availability | 735,294 | 480,266 | |||||
| Collateralized Lines of Credit | 45,000 | — | |||||
| Unsecured Lines of Credit Availability | 30,000 | 50,000 | |||||
| Total Liquidity Sources | $ | 1,392,837 | $ | 1,210,106 |
The following table provides total liquidity sources and ratios as of December 31:
| (Dollars in Thousands) | 2024 | 2023 | |||||
|---|---|---|---|---|---|---|---|
| Total Liquidity Sources | $ | 1,392,837 | $ | 1,210,106 | |||
| Highly Liquid Assets1 to Total Assets | 10.9 | % | 12.8 | % | |||
| Highly Liquid Assets1 to Uninsured Deposits | 66.8 | % | 89.4 | % | |||
| Total Available Liquidity to Uninsured Deposits | 182.6 | % | 187.0 | % |
1 Highly liquid assets consist of $91.6 million in Federal Reserve Board excess reserves and interest-bearing deposits in other financial institutions and $418.3 million in unpledged securities.
Inflation
Management is aware of the significant effect inflation has on interest rates and can have on financial performance. The Company’s ability to cope with this is best determined by analyzing its capability to respond to changing interest rates and its ability to manage noninterest income and expense. The mix of interest-rate sensitive assets and liabilities is monitored through ALCO in order to reduce the impact of inflation on net interest income. The effects of inflation are controlled by reviewing the prices of our products and services, by introducing new products and services and by controlling overhead expenses. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.
Stock Repurchase Plan
The Company repurchased 1,132,232 shares of its common stock at a total cost of $16.4 million, or an average price of $14.50 per share during the year ended December 31, 2023. On March 29, 2023, the Company's Board of Directors authorized a new share repurchase program (the “2023 Program”) which took effect starting May 1, 2023, after the expiration of the previous repurchase program (the “2022 Program”), which was originally authorized through August 1, 2023, but was fully exhausted as of March 10, 2023. The Board of Directors authorized the repurchase of 1,000,000 shares of common stock under the 2023 Program and on August 31, 2023 reached the maximum number of shares that could be purchased under the 2023 Program. The Company’s Board of Directors has not authorized a new repurchase program as of December 31, 2024.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
FY 2023 10-K MD&A
SEC filing source: 0001829576-24-000016.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Carter Bankshares, Inc., our operations, and our present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K. The MD&A includes the following sections:
•Explanation of Use of Non-GAAP Financial Measures
•Critical Accounting Estimates
•Our Business & Strategy
•Results of Operations and Financial Condition
•Capital Resources
•Contractual Obligations
•Off-Balance Sheet Arrangements
•Liquidity
•Inflation
•Stock Repurchase Program
This section reviews our financial condition for each of the past two years and results of operations for each of the past three years. Certain reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. Some tables may include additional time periods to illustrate trends within our Consolidated Financial Statements and notes thereto. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.
Explanation of Use of Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with generally accepted accounting principles in the United States (“GAAP”), management uses, and this annual report references, interest and dividend income, yield on interest earnings assets, net interest income and net interest margin on a fully taxable equivalent, (“FTE”) basis, which are non-GAAP financial measures. Management believes these measures provide information useful to investors in understanding our underlying business, operational performance and performance trends as it facilitates comparisons with the performance of other companies in the financial services industry. The Company believes the presentation of interest and dividend income, yield on interest earnings assets, net interest income and net interest margin on an FTE basis ensures the comparability of interest and dividend income, yield on interest earning assets, net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest and dividend income (GAAP) per the Consolidated Statements of Income is reconciled to interest and dividend income adjusted on an FTE basis, yield on interest earning assets (GAAP) is reconciled to yield on interest earning assets adjusted on an FTE basis, net interest income (GAAP) is reconciled to net interest income adjusted on an FTE basis and net interest margin (GAAP) is reconciled to net interest margin adjusted on an FTE basis in the "Results of Operations and Financial Condition - Net Interest Income" section of this MD&A for the years ended 2023, 2022 and 2021.
Although management believes that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP or considered to be more relevant than financial results determined in accordance with GAAP, nor is it necessarily comparable with similar non-GAAP measures which may be presented by other companies.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Critical Accounting Estimates
The Company’s preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Over time, these estimates, assumptions and judgments may prove to be inaccurate or vary from actual results and may significantly affect our reported results and financial position for the periods presented or in future periods. We currently view the determination of the allowance for credit losses to be critical, because it is made in accordance with GAAP, is highly dependent on subjective or complex judgments, assumptions and estimates made by management and have had or is reasonably likely to have a material impact on the Company’s financial condition and results of operations.
We have identified the following critical accounting estimate:
Allowance for Credit Losses (“ACL”)
The ACL represents an amount which, in management's judgment, is adequate to absorb expected credit losses over the life of outstanding loans as of the balance sheet date based on the evaluation of current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased by a provision or decreased by a recovery for credit losses, which is recorded as a current period operating expense.
Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.
Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed. While management uses available information to recognize expected credit losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.
Management will periodically assess what adjustments are necessary to qualitatively adjust the ACL based on their assessment of current expected credit losses and other economic factors. Various regulatory agencies also review the allowance for credit losses as an integral part of their examination process. The Company periodically engages a third party to validate the model. We believe the level of the allowance for credit losses is appropriate as recorded in the consolidated financial statements as of December 31, 2023. As future events cannot be determined with precision, actual results could differ significantly from our estimates.
The ACL “base case” model is derived from various economic forecasts provided by widely recognized sources. Management evaluates the variability of market conditions by examining the peak and trough of economic cycles. These peaks and troughs are used to stress the base case model to develop a range of potential outcomes. Management then determines the appropriate reserve through an evaluation of these various outcomes relative to current economic conditions and known risks in the portfolio. For the year ended December 31, 2023 the range of outcomes would produce a 16.98% reduction or a 18.80% increase in reserves based on the best and worst case scenarios, respectively.
Refer to Note 1, Summary of Significant Accounting Policies, for further detailed descriptions of our estimation process and methodology related to the ACL and Note 6, Allowance for Credit Losses, of this Annual Report on Form 10-K.
Our Business and Strategy
Carter Bankshares, Inc. (the “Company”) is a bank holding company headquartered in Martinsville, Virginia with assets of $4.5 billion at December 31, 2023. The Company is the parent company of its wholly owned subsidiary, Carter Bank & Trust (the “Bank”). The Bank is a Federal Deposit Insurance Corporation, (“FDIC”) insured, Virginia state-chartered bank, which operates 65 branches in Virginia and North Carolina. The Company provides a full range of financial services with retail, and
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
commercial banking products and insurance. Our common stock trades on the Nasdaq Global Select Market under the ticker symbol “CARE”.
The Company earns revenue primarily from interest on loans and securities and fees charged for financial services provided to our customers. The Company incurs expenses for the cost of deposits, provision for credit losses and other operating costs such as salaries and employee benefits, data processing, occupancy and income tax provision.
Beginning in 2023, and continuing into 2024 and 2025, the Company is focusing on refining and enhancing its brand image and position in the markets it serves. To strengthen and further shape the culture of the Company, a new set of guiding principles were introduced to associates in June 2023. The guiding principles include a new purpose statement: To create opportunities for more people and businesses to prosper; supported by our new set of core values: Build Relationships, Earn Trust and Take Ownership. We believe these new guiding principles will help create alignment to support future growth by empowering our associates and igniting a passion for the Company.
The Company’s goal is to shift from restructuring the balance sheet to pursuing a prudent growth strategy when appropriate. We believe this strategy will be primarily targeted at organic growth, but will also consider opportunistic acquisitions that fit this strategic vision. We believe that the Bank’s strong capital and liquidity positions support this strategy. In addition to loan and deposit growth, the Company will seek to increase fee income while closely monitoring operating expenses.
The Company is focused on executing this strategy to successfully build our new brand and grow our business in our current markets as well as any new markets we may enter. As part of executing this strategy, the Company continues to dedicate significant resources to resolving the Company’s nonaccrual loans, the significant majority of which are related to a single large lending relationship that the Company placed on nonaccrual status in the second quarter of 2023 due to loan maturities and failure to pay in full, in a manner that best protects the Company, the Bank and shareholders. The Company is also dedicating significant resources to resolving pending litigation related to this single large lending relationship in a manner that best protects the Company, the Bank and shareholders.
Results of Operations and Financial Condition
Earnings Summary
2023 Highlights
•Net interest income decreased $17.6 million, or 12.6%, to $122.3 million for the year ended December 31, 2023 compared to the same period in 2022 primarily due to an increase of 156 basis points in funding costs and the $30.0 million year-to-date negative impact of placing the Bank’s largest lending relationship in nonaccrual status during the second quarter of 2023, partially offset by an increase of 59 basis points in the yield on earning assets due to the higher interest rate environment;
•The provision for credit losses increased $3.1 million to $5.5 million for the year ended December 31, 2023, compared to the same period in 2022;
•Total noninterest income decreased $3.4 million to $18.3 million for the year ended December 31, 2023 compared to the same period in 2022;
•Total noninterest expense increased $8.5 million to $105.5 million for the year ended December 31, 2023 compared to the same period in 2022; and
•Provision for income taxes decreased $6.3 million to $5.3 million for the year ended December 31, 2023 compared to the same period in 2022.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Balance Sheet Highlights (period-end balances, December 31, 2023 compared to December 31, 2022)
•The securities portfolio decreased $57.3 million and is currently 17.3% of total assets compared to 19.9% of total assets;
•Total portfolio loans increased $357.0 million, or 11.3%, primarily due to loan growth in the commercial real estate (“CRE”), residential mortgage and construction segments during the year ended December 31, 2023;
•The portfolio loans to deposit ratio was 94.2%, compared to 86.7%, due to loan growth;
•Nonperforming loans as a percentage of total portfolio loans were 8.83% compared to 0.21% at December 31, 2022. The significant increase is due to loans contained in the Other segment with an aggregate principal balance of $301.9 million that were placed into nonaccrual status due to loan maturities and failure to pay in full during the second quarter of 2023. These loans comprise 97.5% of nonperforming loans at December 31, 2023;
•Total deposits increased $89.4 million or 2.5% to $3.7 billion at December 31, 2023 due to increases of $29.4 million in money market accounts and $325.1 million in CDs, offset by a total decrease of $265.1 million in noninterest-bearing demand, interest-bearing demand and savings accounts; and
•The ACL to total portfolio loans ratio was 2.77% compared to 2.98%. The ACL on portfolio loans totaled $97.1 million at December 31, 2023, compared to $93.9 million at December 31, 2022.
The Company reported net income of $23.4 million, or $1.00 diluted earnings per share for the year ended December 31, 2023 compared to net income of $50.1 million, or $2.03 diluted earnings per share, for the year ended December 31, 2022.
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PERFORMANCE RATIOS | 2023 | 2022 | 2021 | ||||||
| Return on Average Assets | 0.53 | % | 1.21 | % | 0.76 | % | |||
| Return on Average Shareholders' Equity | 6.79 | % | 14.30 | % | 7.92 | % | |||
| Portfolio Loans to Deposit Ratio | 94.20 | % | 86.69 | % | 76.03 | % | |||
| Allowance for Credit Losses to Total Portfolio Loans | 2.77 | % | 2.98 | % | 3.41 | % | |||
| Nonperforming Loans to Total Portfolio Loans | 8.83 | % | 0.21 | % | 0.26 | % |
Net Interest Income
Our principal source of revenue is net interest income. Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the average balance of interest-earning assets, interest-bearing liabilities, as well as changes in interest rates and spreads. The level and mix of interest-earning assets and interest-bearing liabilities is managed by our Asset and Liability Committee (“ALCO”), in order to mitigate interest rate and liquidity risks of the balance sheet. A variety of ALCO strategies were implemented, within prescribed ALCO risk parameters, to produce what the Company believes is an acceptable level of net interest income.
Net interest income and the net interest margin are presented on an FTE basis. The FTE basis (non-GAAP) adjusts net interest income and net interest margin for the tax benefit of income on certain tax-exempt loans and securities using the applicable federal statutory tax rate for each period (which was 21% for the periods presented) and the dividend-received deduction for equity securities. The Company believes this FTE basis presentation provides a relevant comparison between taxable and non-taxable sources of interest income. Refer to the “Explanation of Use of Non-GAAP Financial Measures” above for additional discussion regarding the non-GAAP measures used in this Annual Report on Form 10-K.
The following table reconciles interest and dividend income (GAAP), yield on interest-earning assets (GAAP), net interest margin (GAAP) and net interest income per the Consolidated Statements of Income to interest and dividend income on an FTE
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
basis (non-GAAP), yield on interest-earning assets on an FTE basis (non-GAAP), net interest margin on an FTE basis (non-GAAP) and net interest income on an FTE basis (non-GAAP), respectively, for the periods presented:
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||
| Interest and Dividend Income (GAAP) | $ | 196,420 | $ | 160,182 | $ | 133,897 | |||||
| Tax Equivalent Adjustment | 1,004 | 1,143 | 1,492 | ||||||||
| Interest and Dividend Income (FTE) (Non-GAAP) | 197,424 | 161,325 | 135,389 | ||||||||
| Average Earning Assets | 4,293,838 | 4,023,634 | 3,971,640 | ||||||||
| Yield on Interest-earning Assets (GAAP) | 4.57 | % | 3.98 | % | 3.37 | % | |||||
| Yield on Interest-earning Assets (FTE) (Non-GAAP) | 4.60 | % | 4.01 | % | 3.41 | % | |||||
| Net Interest Income (GAAP) | 122,310 | 139,928 | 111,183 | ||||||||
| Tax Equivalent Adjustment | 1,004 | 1,143 | 1,492 | ||||||||
| Net Interest Income (FTE) (Non-GAAP) | $ | 123,314 | $ | 141,071 | $ | 112,675 | |||||
| Average Earning Assets | 4,293,838 | 4,023,634 | 3,971,640 | ||||||||
| Net Interest Margin (GAAP) | 2.85 | % | 3.48 | % | 2.80 | % | |||||
| Net Interest Margin (FTE) (Non-GAAP) | 2.87 | % | 3.51 | % | 2.84 | % |
Average Balance Sheet and Net Interest Income Analysis (FTE)
Total net interest income decreased $17.6 million, or 12.6% to $122.3 million for the year ended December 31, 2023 compared to the same period in 2022. The decrease for the year ended December 31, 2023 compared to the same period in 2022 was a result of the higher funding costs in 2023 as a result of the higher interest rate environment and the $30.0 million negative impact on interest income during the year ended December 31, 2023 related to the Company placing its largest lending relationship with an aggregate principal balance of $301.9 million on nonaccrual status in the second quarter of 2023. These decreases were partially offset by higher yields on new loan originations and investment securities.
Net interest income, on an FTE basis (non-GAAP), decreased $17.8 million, or 12.6%, to $123.3 million for the year ended December 31, 2023 compared to $141.1 million for the same period in 2022. The decreases in net interest income, on an FTE basis (non-GAAP), was driven by higher interest expense of $53.9 million for the year ended December 31, 2023 when compared to the same period in 2022, offset by an increase in interest income of $36.1 million. Net interest margin decreased 63 basis points to 2.85% for the year ended December 31, 2023 compared to 3.48% for the same period in 2022. Net interest margin, on an FTE basis (non-GAAP), decreased 64 basis points to 2.87% for the year ended December 31, 2023 compared to 3.51% for the same period in 2022.
The Company’s net interest income and net interest margin will continue to be negatively impacted in future periods by the Company’s largest lending relationship being placed on nonaccrual status until it is ultimately resolved.
During 2023, there has been more pressure on our cost of funds due to the shift from non-maturing deposits to higher yielding money market and certificates of deposits and higher-cost borrowings, which has negatively impacted our net interest margin. We believe this trend is beginning to stabilize and will continue to stabilize in the coming quarters. Our balance sheet is currently exhibiting characteristics of a slightly liability sensitive balance sheet due to the short-term nature of our deposit portfolio. Specifically, 75.9% of our time deposit portfolio will mature and reprice over the next twelve months which gives us flexibility to manage the structure and pricing of our deposit portfolio to reduce funding costs, should the Federal Open Market Committee (“FOMC”) begin cutting short-term rates during 2024.
During the year ended December 31, 2023, the Company’s yield on earning assets continued to benefit from the higher interest rate environment. However, the impacts of higher yields on earning assets may not be sufficient to offset the negative impacts of increased funding costs in the higher rate environment and the negative impacts on interest income related to the Company’s largest lending relationship being placed in nonaccrual status.
Positively impacting the year ended December 31, 2023 was the asset sensitivity of our balance sheet for the majority of the year. Yields on a large portion of our loan and securities portfolios adjusted upward as rates rise at a quicker rate than the rates on our deposits and other funding sources adjusted upward during the recent rising interest rate cycle. Yields on our loan
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
portfolio consist of 24.8% floating rates and 41.9% variable rates, while 47.2% of the securities portfolio is floating rate and adjust as interest rates increase. This positively impacts revenue and helps mitigate increased funding costs.
The following table provides information regarding the average balances, interest and rates earned on interest-earning assets and the average balances, interest and rates paid on interest-bearing liabilities for the years ended December 31:
| (Dollars in Thousands) | 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Balance | Income/ Expense | Yield/Rate | Average Balance | Income/ Expense | Yield/Rate | AverageBalance(3) | Income/ Expense | Yield/Rate | |||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 20,414 | $ | 1,066 | 5.22 | % | $ | 50,797 | $ | 341 | 0.67 | % | $ | 194,492 | $ | 271 | 0.14 | % | |||||||||||||||
| Tax-Free Investment Securities (2) | 27,271 | 803 | 2.94 | % | 30,109 | 877 | 2.91 | % | 34,171 | 1,116 | 3.27 | % | |||||||||||||||||||||
| Taxable Investment Securities | 900,972 | 30,804 | 3.42 | % | 950,557 | 20,330 | 2.14 | % | 798,672 | 12,442 | 1.56 | % | |||||||||||||||||||||
| Total Securities | 928,243 | 31,607 | 3.41 | % | 980,666 | 21,207 | 2.16 | % | 832,843 | 13,558 | 1.63 | % | |||||||||||||||||||||
| Tax-Free Loans (1)(2) | 123,847 | 3,978 | 3.21 | % | 144,617 | 4,568 | 3.16 | % | 189,716 | 5,991 | 3.16 | % | |||||||||||||||||||||
| Taxable Loans (1) | 3,200,992 | 159,317 | 4.98 | % | 2,844,303 | 135,055 | 4.75 | % | 2,751,169 | 115,448 | 4.20 | % | |||||||||||||||||||||
| Total Loans | 3,324,839 | 163,295 | 4.91 | % | 2,988,920 | 139,623 | 4.67 | % | 2,940,885 | 121,439 | 4.13 | % | |||||||||||||||||||||
| Federal Home Loan Bank Stock | 20,342 | 1,456 | 7.16 | % | 3,251 | 154 | 4.74 | % | 3,420 | 121 | 3.54 | % | |||||||||||||||||||||
| Total Interest-Earning Assets | 4,293,838 | $ | 197,424 | 4.60 | % | 4,023,634 | $ | 161,325 | 4.01 | % | 3,971,640 | $ | 135,389 | 3.41 | % | ||||||||||||||||||
| Noninterest Earning Assets | 89,833 | 117,135 | 170,856 | ||||||||||||||||||||||||||||||
| Total Assets | $ | 4,383,671 | $ | 4,140,769 | $ | 4,142,496 | |||||||||||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||
| Interest-Bearing Demand | $ | 483,048 | $ | 2,729 | 0.56 | % | $ | 489,298 | $ | 1,578 | 0.32 | % | $ | 413,714 | $ | 1,007 | 0.24 | % | |||||||||||||||
| Money Market | 448,324 | 8,868 | 1.98 | % | 521,269 | 1,842 | 0.35 | % | 383,391 | 1,130 | 0.29 | % | |||||||||||||||||||||
| Savings | 544,938 | 586 | 0.11 | % | 720,682 | 742 | 0.10 | % | 663,382 | 682 | 0.10 | % | |||||||||||||||||||||
| Certificates of Deposit | 1,428,646 | 40,445 | 2.83 | % | 1,271,548 | 14,454 | 1.14 | % | 1,484,436 | 19,427 | 1.31 | % | |||||||||||||||||||||
| Total Interest-Bearing Deposits | 2,904,956 | 52,628 | 1.81 | % | 3,002,797 | 18,616 | 0.62 | % | 2,944,923 | 22,246 | 0.76 | % | |||||||||||||||||||||
| FHLB Borrowings | 402,675 | 20,822 | 5.17 | % | 29,849 | 1,163 | 3.90 | % | 25,986 | 313 | 1.20 | % | |||||||||||||||||||||
| Federal Funds Purchased | 7,023 | 368 | 5.24 | % | 5,711 | 188 | 3.29 | % | — | — | — | % | |||||||||||||||||||||
| Other Borrowings | 6,337 | 292 | 4.61 | % | 5,885 | 287 | 4.88 | % | 3,167 | 155 | 4.89 | % | |||||||||||||||||||||
| Total Borrowings | 416,035 | 21,482 | 5.16 | % | 41,445 | 1,638 | 3.95 | % | 29,153 | 468 | 1.61 | % | |||||||||||||||||||||
| Total Interest-Bearing Liabilities | 3,320,991 | 74,110 | 2.23 | % | 3,044,242 | 20,254 | 0.67 | % | 2,974,076 | 22,714 | 0.76 | % | |||||||||||||||||||||
| Noninterest-Bearing Liabilities | 718,113 | 746,117 | 769,401 | ||||||||||||||||||||||||||||||
| Shareholders' Equity | 344,567 | 350,410 | 399,019 | ||||||||||||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 4,383,671 | $ | 4,140,769 | $ | 4,142,496 | |||||||||||||||||||||||||||
| Net Interest Income (2) | $ | 123,314 | $ | 141,071 | $ | 112,675 | |||||||||||||||||||||||||||
| Net Interest Margin (2) | 2.87 | % | 3.51 | % | 2.84 | % |
(1)Nonaccruing loans are included in the daily average loan amounts outstanding.
(2)Tax-exempt income is on an FTE basis using the statutory federal corporate income tax rate of 21 percent.
(3)Loan and deposit balances include held-for-sale transactions in connection with sale of Bank branches.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Interest income increased $36.2 million, or 22.6% for 2023 compared to 2022. Interest income, on an FTE basis (non-GAAP), increased $36.1 million, or 22.4%, for 2023 compared to 2022. The change was primarily due to increases in average interest-earning assets of $270.2 million for 2023, and higher interest rate yields on interest-earning assets of 59 basis points compared to 2022 due to the higher interest rate environment in fiscal year 2023. These changes were offset by the negative impact of $30.0 million to interest income for the year ended December 31, 2023 related to the Company placing its largest lending relationship on nonaccrual status, as noted above. Average interest-bearing deposits with banks decreased $30.4 million in 2023, and the average rate paid increased 455 basis points for 2023 compared to 2022 as funds were deployed into higher yielding loans.
Average loan balances increased $335.9 million primarily influenced by the consistent loan growth in 2023 as compared to 2022. Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. The average rate earned on loans increased 24 basis points for the year ended December 31, 2023 compared to the same period in 2022 despite the negative impact caused by the Company placing its largest lending relationship on nonaccrual status, as noted above. At December 31, 2023, the loan portfolio was comprised of 24.8% floating rate loans which reprice monthly, 41.9% variable rate loans that reprice at least once during the life of the loan and 33.3% fixed rate loans that do not reprice during the life of the loan.
Average investment securities decreased $52.4 million and the average rate earned increased 125 basis points for 2023 compared to 2022. The change in investment securities is the result of active balance sheet management to deploy the proceeds from securities maturities and principal payments into higher yielding loans, rather than reinvesting those proceeds back into the securities portfolio. The portfolio has been diversified as to bond types, maturities, and interest rate structures. As of December 31, 2023, the securities portfolio was comprised of 47.2% variable rate securities with approximately 99.3% that will reprice at least once over the next 12 months. We believe having a significant percentage of variable rate securities is an important strategy during times of rising interest rates because fixed-rate bond prices generally fall when interest rates increase, which can result in unrealized losses. However, variable rate securities do not carry as much interest rate risk so there is much less price volatility. This variable rate strategy is expected to limit the impact of rising rates on the Company’s unrealized losses on debt securities.
Interest expense increased $53.9 million for 2023 compared to 2022. The increase was primarily due to increases in the cost of all interest-bearing liability categories, except savings accounts, in the higher rate environment. Also contributing to the increased interest expense was the shift to higher cost deposits and borrowings due to a decline and change in mix of deposits and the Company’s use of higher-cost borrowings to fund growth in the loan portfolio, including a $97.8 million decline in average interest-bearing deposits for the year ended December 31, 2023 compared to the same period in 2022. Interest expense on deposits increased $34.0 million for 2023 compared to 2022 primarily due to the rates on these deposits increasing 119 basis points to 1.81%. The increase in rates for the year ended December 31, 2023 compared to the same period last year included interest-bearing demand deposits up by 24 basis points, money market accounts up by 163 basis points, and CDs up by 169 basis points, in response to competitive pressures from higher market rates compared to the same period in 2022.
The average balance on borrowings increased $374.6 million for the year ended December 31, 2023 compared to the year ended 2022. The cost of borrowings increased 121 basis points for the year ended December 31, 2023 compared to the same period in 2022, largely due to increased balances and the higher interest rate environment.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table sets forth for the periods presented a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:
| 2023 Compared to 2022 | 2022 Compared to 2021 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Volume(3) | Rate(3) | Increase/ (Decrease) | Volume(3) | Rate(3) | Increase/ (Decrease) | |||||||||||||||||
| Interest Earned on: | |||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | (316) | $ | 1,041 | $ | 725 | $ | (324) | $ | 394 | $ | 70 | |||||||||||
| Tax-free Investment Securities(2) | (83) | 9 | (74) | (125) | (114) | (239) | |||||||||||||||||
| Taxable Investment Securities | (1,111) | 11,585 | 10,474 | 2,664 | 5,224 | 7,888 | |||||||||||||||||
| Total Securities | (1,194) | 11,594 | 10,400 | 2,539 | 5,110 | 7,649 | |||||||||||||||||
| Tax-free Loans(1)(2) | (666) | 76 | (590) | (1,425) | 3 | (1,422) | |||||||||||||||||
| Taxable Loans(1) | 17,526 | 6,736 | 24,262 | 4,013 | 15,593 | 19,606 | |||||||||||||||||
| Total Loans | 16,860 | 6,812 | 23,672 | 2,588 | 15,596 | 18,184 | |||||||||||||||||
| Federal Home Loan Bank Stock | 1,187 | 115 | 1,302 | (6) | 39 | 33 | |||||||||||||||||
| Total Interest-Earning Assets | $ | 16,537 | $ | 19,562 | $ | 36,099 | $ | 4,797 | $ | 21,139 | $ | 25,936 | |||||||||||
| Interest Paid on: | |||||||||||||||||||||||
| Interest-Bearing Demand | $ | (20) | $ | 1,171 | $ | 1,151 | $ | 205 | $ | 366 | $ | 571 | |||||||||||
| Money Market | (293) | 7,319 | 7,026 | 458 | 254 | 712 | |||||||||||||||||
| Savings | (188) | 32 | (156) | 59 | 1 | 60 | |||||||||||||||||
| Certificates of Deposit | 1,990 | 24,001 | 25,991 | (2,595) | (2,378) | (4,973) | |||||||||||||||||
| Total Interest-Bearing Deposits | 1,489 | 32,523 | 34,012 | (1,873) | (1,757) | (3,630) | |||||||||||||||||
| Federal Home Loan Bank Borrowings | 19,157 | 502 | 19,659 | 188 | — | 188 | |||||||||||||||||
| Federal Funds Purchased | 50 | 130 | 180 | 53 | 797 | 850 | |||||||||||||||||
| Other Borrowings | 21 | (16) | 5 | 133 | (1) | 132 | |||||||||||||||||
| Total Borrowings | 19,228 | 616 | 19,844 | 374 | 796 | 1,170 | |||||||||||||||||
| Total Interest-Bearing Liabilities | $ | 20,717 | $ | 33,139 | $ | 53,856 | $ | (1,499) | $ | (961) | $ | (2,460) | |||||||||||
| Change in Net Interest Margin | $ | (4,180) | $ | (13,577) | $ | (17,757) | $ | 6,296 | $ | 22,100 | $ | 28,396 |
(1) Nonaccruing loans are included in the daily average loan amounts outstanding.
(2) Tax-exempt income is on an FTE basis (non-GAAP) using the statutory federal corporate income tax rate of 21 percent.
(3) Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
Provision for Credit Losses
The Company recognizes provision for the ACL based on the difference between the existing balance of ACL reserves and the ACL reserve balance necessary to adequately absorb expected credit losses associated with the Company’s financial instruments. Similarly, the Company recognizes provision (recovery) for unfunded commitments based on the difference between the existing balance of reserves for unfunded commitments and the reserve balance for unfunded commitments necessary to adequately absorb expected credit losses associated with those commitments.
The ACL as a percentage of total portfolio loans was 2.77% at December 31, 2023 and 2.98% at December 31, 2022. The provision for credit losses increased $3.1 million to $5.5 million for the year ended 2023 compared to $2.4 million for the year ended 2022. The increase in the provision for credit losses was primarily driven by loan growth.
The provision for unfunded commitments for the full year 2023 was a provision of $0.9 million compared to a provision of $0.5 million for the full year 2022, an increase of $0.4 million primarily due to an increase in construction commitments.
Net charge-offs were $2.3 million for the full year 2023 compared to $4.5 million for the full year 2022. During 2023, net charge-offs were concentrated in the other consumer loan segment. As a percentage of average portfolio loans, on an annualized basis, net charge-offs were 0.07% and 0.15% for the years ended 2023 and 2022, respectively. See the “Allowance for Credit Losses” section of this MD&A for additional details regarding our charge-offs.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Nonperforming loans (“NPLs”) increased at December 31, 2023 by $302.9 million to $309.5 million compared to $6.6 million at December 31, 2022. During the second quarter of 2023, the Company placed commercial loans that reside in the Other segment of the Company’s loan portfolio, relating to a single lending relationship which has an aggregate principal amount of $301.9 million, on nonaccrual status due to loan maturities and failure to pay in full. In connection with our adoption of Topic 326 “Financial Instruments – Credit Losses” on January 1, 2021, the bank segmented this relationship in the CECL model, along with select other loans, into a segment labeled Other. As of December 31, 2023 and December 31, 2022, those Other segment reserves were $54.4 million and $54.7 million, respectively. As of December 31, 2023, the Company utilized discounted cash flow valuation techniques to evaluate the current condition of certain of the borrowers’ operating businesses, those borrowers’ capacity to repay and scenarios through which the Company may ultimately resolve this nonaccrual relationship, which resulted in individually evaluated reserves related to that single lending relationship. The bank established a reserve of $51.3 million for this relationship as of January 1, 2021 with the adoption of CECL. As a result of the discounted cash flow analysis and the reserves that were established for this relationship as of December 31, 2022, the classification of these commercial loans in nonaccrual status did not have a significant impact on the Company’s provision for credit losses during the year ended December 31, 2023. NPLs as a percentage of total portfolio loans were 8.83% at December 31, 2023 compared to 0.21% at December 31, 2022. See the “Credit Quality” section of this MD&A for more detail on our NPLs.
Discussion of net interest income for the year ended December 31, 2021 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Net Interest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
Noninterest Income
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2023 | 2022 | $ Change | % Change | |||||||||||
| (Losses) Gains on Sales of Securities, net | $ | (1,521) | $ | 46 | $ | (1,567) | NM | ||||||||
| Service Charges, Commissions and Fees | 7,155 | 7,168 | (13) | (0.2) | % | ||||||||||
| Debit Card Interchange Fees | 7,828 | 7,427 | 401 | 5.4 | % | ||||||||||
| Insurance Commissions | 1,945 | 1,961 | (16) | (0.8) | % | ||||||||||
| Bank Owned Life Insurance Income | 1,381 | 1,357 | 24 | 1.8 | % | ||||||||||
| Gains on Sales and Write-downs of Bank Premises, net | — | 73 | (73) | (100.0) | % | ||||||||||
| Commercial Loan Swap Fee Income | 139 | 774 | (635) | (82.0) | % | ||||||||||
| Other | 1,351 | 2,912 | (1,561) | (53.6) | % | ||||||||||
| Total Noninterest Income | $ | 18,278 | $ | 21,718 | $ | (3,440) | (15.8) | % | |||||||
| NM - percentage not meaningful |
For the full year 2023, total noninterest income was $18.3 million, a decrease of $3.4 million, or 15.8%, from the full year 2022. The decrease was primarily related to net losses on sales of securities of $1.5 million, a decrease of $1.6 million in other noninterest income, a decrease of $0.6 million in commercial loan swap fee income, as well as a decrease of $0.1 million in gains on sales and write-downs of bank premises, net. These decreases were offset by an increase of $0.4 million in debit card interchange fees due to higher volume during 2023.
The net losses on sales of securities were driven by the sale of approximately $30.0 million of available-for-sale securities during the fourth quarter of 2023 to reposition the securities portfolio and reinvest the proceeds in higher earning assets. The decrease within other noninterest income related to the unwind of two completed historic tax credit partnerships, which resulted in a gain of $1.2 million during the fourth quarter of 2022 and lower fair value adjustment of our interest rate swap contracts with commercial customers. The decrease in commercial loan swap fee income was due to the changing interest rate environment.
Discussion of noninterest income for the year ended December 31, 2021 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Noninterest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Noninterest Expense
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||||||
| Salaries and Employee Benefits | $ | 55,856 | $ | 52,399 | $ | 3,457 | 6.6 | % | |||||||
| Occupancy Expense, net | 14,028 | 13,527 | 501 | 3.7 | % | ||||||||||
| FDIC Insurance Expense | 4,904 | 2,015 | 2,889 | 143.4 | % | ||||||||||
| Other Taxes | 3,282 | 3,319 | (37) | (1.1) | % | ||||||||||
| Advertising Expense | 1,693 | 1,434 | 259 | 18.1 | % | ||||||||||
| Telephone Expense | 1,842 | 1,781 | 61 | 3.4 | % | ||||||||||
| Professional and Legal Fees | 6,210 | 5,818 | 392 | 6.7 | % | ||||||||||
| Data Processing | 3,920 | 4,051 | (131) | (3.2) | % | ||||||||||
| Losses on Sales and Write-downs of Other Real Estate Owned, net | 1,100 | 432 | 668 | 154.6 | % | ||||||||||
| Debit Card Expense | 2,875 | 2,750 | 125 | 4.5 | % | ||||||||||
| Tax Credit Amortization | — | 621 | (621) | (100.0) | % | ||||||||||
| Other | 9,756 | 8,854 | 902 | 10.2 | % | ||||||||||
| Total Noninterest Expense | $ | 105,466 | $ | 97,001 | $ | 8,465 | 8.7 | % |
For the full year 2023, total noninterest expense was $105.5 million, an increase of $8.5 million, or 8.7%, from the full year 2022 primarily due to higher salaries and employee benefits of $3.5 million, an increase of $2.9 million in FDIC insurance expenses, an increase of $0.9 million in other noninterest expense, an increase in losses on sales and write-downs of other real estate owned, (“OREO”), net of $0.7 million, an increase in occupancy expenses of $0.5 million, an increase in professional and legal fees of $0.4 million, and an increase in advertising expenses of $0.3 million. Offsetting these increases was a decline in tax credit amortization of $0.6 million and a decrease on $0.1 million in data processing expenses.
The increase in salaries and employee benefits was primarily related to higher salary expense of $4.5 million due to fewer open positions in retail, job grade assessment increases and normal merit increases, increases of $0.2 million in restricted stock expense, increased Federal Insurance Contributions Act expenses of $0.4 million, offset by a decrease in medical claims of $0.3 million and lower performance based incentives of $1.4 million in 2023.
The increase in FDIC insurance expenses was due to a final rule adopted by the FDIC to all insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by two basis points, beginning in the first quarterly assessment period of 2023, as well as the deterioration in asset quality as a direct result of the large NPL relationship, which is a component used to determine the assessment.
The increase in other noninterest expense relates to immaterial amounts resulting from various operating and administrative expenses including business development expenses (i.e. travel and entertainment, donations and club dues), insurance, supplies and printing, equipment rent, and software support and maintenance.
The increase in losses on sales and write-downs of OREO, net related to three legacy OREO properties that sold in the fourth quarter of 2023, and $0.5 million in write-downs on three closed retail branches. These branches were closed in 2023, transferred to OREO and marketed for sale.
The increases in occupancy expenses primarily related to additional seasonal services performed during the year ended 2023. The increase in professional and legal fees relates to higher legal expenses incurred from the large NPL relationship and new consulting engagements. Advertising expenses increased due to marketing initiatives during the full year 2023.
The decline in tax credit amortization was due to the early adoption of Accounting Standard Update 2023-02 Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. Under the proportional amortization modified retrospective basis, the amortization of tax credit investments is recorded as a component of income tax expense instead of through noninterest expense as previously recorded in 2022. The decrease in data processing expenses related to additional expenses incurred during the full year 2022 for our online banking platform.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Discussion of noninterest expense for the year ended December 31, 2021 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Noninterest Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
Provision for Income Taxes
The provision for income taxes decreased $6.3 million to $5.3 million for the year ended December 31, 2023 compared to $11.6 million for December 31, 2022. Pre-tax income decreased $33.0 million for the year ended 2023 compared to 2022. Our effective tax rate was 18.6% for the year ended December 31, 2023 compared to 18.8% for December 31, 2022. The decrease in the effective tax rate for the year ended December 31, 2023 compared to the same period in 2022 was primarily related to changes in pre-tax income, partially offset by increases to the valuation allowance in 2023. The Company ordinarily generates an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest income, tax credit projects and bank owned life insurance (“BOLI”).
Discussion of provision for income taxes for the year ended December 31, 2021 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Provision for Income Taxes” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
Financial Condition
December 31, 2023
Total assets increased $308.0 million, to $4.5 billion at December 31, 2023 compared to $4.2 billion at December 31, 2022. Total portfolio loans increased $357.0 million, or 11.3% to $3.5 billion at December 31, 2023 compared to December 31, 2022 primarily due to loan growth in the CRE, residential mortgage and construction segments during the year ended December 31, 2023. The variances in loan segments for portfolio loans related to increases of $200.1 million in commercial real estate loans, $130.0 million in residential mortgages, $82.8 million in construction loans, offset by decreases of $38.3 million in commercial and industrial (“C&I”) loans, $10.3 million in other consumer loans and $7.3 million in the other category.
The securities portfolio decreased $57.3 million and is currently 17.3% of total assets at December 31, 2023 compared to 19.9% of total assets at December 31, 2022. The decrease is due to $92.2 million in security sales, curtailments and maturities deployed into higher yielding loan growth or to curtail wholesale funding, partially offset by security purchases of $24.9 million and the positive changes in fair value of securities during 2023. As of December 31, 2023, the securities portfolio was comprised of 47.2% variable rate securities with approximately 99.3% that will reprice at least once over the next 12 months. At December 31, 2023, total gross unrealized gains in the available-for-sale portfolio were $0.7 million, offset by $92.3 million of gross unrealized losses. Refer to the “Securities Activity” section below for further discussion of unrealized losses in the available-for-sale securities portfolio.
Federal Home Loan Bank (“FHLB”) stock, at cost increased $11.9 million to $21.6 million at December 31, 2023 compared to December 31, 2022. The increase is due to the FHLB requirement to hold a specified level of stock based upon level of borrowings. OREO decreased $5.9 million at December 31, 2023 compared to December 31, 2022 due to the sale of one OREO property in June 2023. During the year ended 2023, the Bank closed three retail banking offices and moved $1.4 million at fair value to OREO. These properties are currently being marketed for sale. Closed retail bank offices had a book value of $2.3 million at December 31, 2023 and $1.1 million at December 31, 2022.
Total deposits increased $89.4 million to $3.7 billion at December 31, 2023 compared to December 31, 2022. The increase primarily related to an increase of $325.1 million in certificate of deposits (“CDs”) and an increase of $29.4 million in money market accounts offset by declines of $265.1 million in savings and demand deposits due to customers migrating to higher-yielding CD products driven by high market interest rates. At December 31, 2023, noninterest-bearing deposits comprised 18.4% of total deposits compared to 19.4% at December 31, 2022. CDs comprised 42.6% and 34.7% of total deposits at December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, based on assumptions that the Bank uses to prepare its regulatory call report, approximately 82.6% of our total deposits of $3.7 billion were insured under standard FDIC insurance coverage limits, and approximately 17.4% of our total deposits were uninsured deposits over the standard FDIC
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
insurance coverage limit. The Company’s deposit base is diversified and granular and is comprised of approximately 78.9% of retail deposits.
Total capital of $351.2 million at December 31, 2023, reflects an increase of $22.6 million compared to $328.6 million at December 31, 2022. The increase in total capital from December 31, 2022 is primarily due to net income of $23.4 million for the year ended December 31, 2023, other comprehensive income of $14.2 million increased due to changes in fair value of investment securities, an increase of $1.5 million related to restricted stock activity during the year, as well as, the transitional adjustment of $0.1 million, net of tax for the adoption of ASU 2023-02. Offsetting these increases was a decrease of $16.6 million related to the repurchase of common stock and the 1% excise tax on stock repurchases.
The ACL was 2.77% of total portfolio loans at December 31, 2023 compared to 2.98% as of December 31, 2022. General reserves as a percentage of total portfolio loans were 1.22% at December 31, 2023 compared to 2.96% at December 31, 2022. The decrease in the general reserves as a percentage of total portfolio loans was primarily driven by the largest lending relationship’s movement from the general pool to the individually evaluated loans due to the transfer to nonaccrual during the second quarter of 2023, offset by loan growth. Management believes the ACL is adequate to absorb expected losses inherent in the loan portfolio. See the sections of this MD&A titled “Provision for Credit Losses,” “Credit Quality” and “Allowance for Credit Losses” for information about the factors that impacted the ACL and the provision for credit losses.
The Company remains well capitalized. The Tier 1 capital ratio decreased to 11.08% at December 31, 2023 compared to 12.61% at December 31, 2022. The leverage ratio was 9.48% at December 31, 2023, compared to 10.29% at December 31, 2022 and the total risk-based capital ratio was 12.34% at December 31, 2023 compared to 13.86% at December 31, 2022. The decrease is related to the aforementioned repurchase of common stock of $16.6 million and the 1% excise tax on stock repurchases and loan growth during the year ended December 31, 2023. Another significant factor driving the ratios downward was the Company placing the above mentioned large lending relationship on nonaccrual status, which resulted in a $30.0 million year-to-date negative impact on interest income, combined with the movement of nonaccrual assets to higher risk rating categories.
The Bank also remained well capitalized as of December 31, 2023. The Bank’s Tier 1 capital ratio was 10.99% at December 31, 2023 compared to 12.42% at December 31, 2022. The Bank’s leverage ratio was 9.41% at December 31, 2023 compared to 10.13% at December 31, 2022. The Bank’s total risk-based capital ratio was 12.25% at December 31, 2023 compared to 13.68% at December 31, 2022.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Securities
The following table presents the composition of available-for-sale securities for the periods presented:
| (Dollars in Thousands) | 2023 | 2022 | $ Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Treasury Securities | $ | — | $ | 17,866 | $ | (17,866) | |||||
| U.S. Government Agency Securities | 43,827 | 49,764 | (5,937) | ||||||||
| Residential Mortgage-Backed Securities | 99,150 | 103,685 | (4,535) | ||||||||
| Commercial Mortgage-Backed Securities | 31,163 | 34,675 | (3,512) | ||||||||
| Other Commercial Mortgage-Backed Securities | 21,856 | 22,399 | (543) | ||||||||
| Asset Backed Securities | 140,006 | 141,383 | (1,377) | ||||||||
| Collateralized Mortgage Obligations | 161,533 | 176,622 | (15,089) | ||||||||
| States and Political Subdivisions | 222,108 | 228,146 | (6,038) | ||||||||
| Corporate Notes | 59,360 | 61,733 | (2,373) | ||||||||
| Total Debt Securities | $ | 779,003 | $ | 836,273 | $ | (57,270) |
The balances and average rates of our securities portfolio are presented below as of December 31:
| (Dollars in Thousands) | 2023 | 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance | Weighted- Average Yield | Balance | Weighted- Average Yield | |||||||||||
| U.S. Treasury Securities | $ | — | — | % | $ | 17,866 | 1.43 | % | ||||||
| U.S. Government Agency Securities | 43,827 | 5.79 | % | 49,764 | 4.29 | % | ||||||||
| Residential Mortgage-Backed Securities | 99,150 | 3.62 | % | 103,685 | 2.90 | % | ||||||||
| Commercial Mortgage-Backed Securities | 31,163 | 5.95 | % | 34,675 | 4.52 | % | ||||||||
| Other Commercial Mortgage-Backed Securities | 21,856 | 2.74 | % | 22,399 | 2.65 | % | ||||||||
| Asset Backed Securities | 140,006 | 4.49 | % | 141,383 | 4.04 | % | ||||||||
| Collateralized Mortgage Obligations | 161,533 | 4.39 | % | 176,622 | 3.56 | % | ||||||||
| States and Political Subdivisions | 222,108 | 2.36 | % | 228,146 | 2.38 | % | ||||||||
| Corporate Notes | 59,360 | 3.87 | % | 61,733 | 3.87 | % | ||||||||
| Total Securities Available-for-Sale | $ | 779,003 | 3.73 | % | $ | 836,273 | 3.24 | % |
The Company invests in various securities in order to maintain a source of liquidity, to satisfy various pledging requirements, to increase net interest income and as a tool of the ALCO to diversify and reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to us. Security purchases are subject to our investment policy that is approved annually by our Board and administered through ALCO and our treasury function.
The securities portfolio decreased $57.3 million to $779.0 million at December 31, 2023 compared to $836.3 million at December 31, 2022. Securities comprise 17.3% of total assets at December 31, 2023 compared to 19.9% at December 31, 2022. The decrease is primarily due to $92.2 million in security sales, curtailments and maturities deployed into higher yielding loan growth or to curtail wholesale funding, partially offset by security purchases of $24.9 million and the positive changes in fair value of securities during 2023. As of December 31, 2023, the securities portfolio was comprised of 47.2% variable rate securities with approximately 99.3% that will reprice at least once over the next 12 months.
At December 31, 2023, total gross unrealized gains in the available-for-sale portfolio were $0.7 million offset by $92.3 million of gross unrealized losses. At December 31, 2022, total gross unrealized gains in the available-for-sale portfolio were $0.3 million offset by $109.7 million of gross unrealized losses.
The unrealized losses on debt securities are believed to be temporary primarily because these unrealized losses are due to reductions in market value caused by upward movement in interest rates since the securities purchase (as applicable), and not related to the credit quality of these securities. Our portfolio consists of 48.7% of securities issued by United States government
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
sponsored entities and carry an implicit government guarantee. States and political subdivisions comprise 28.5% of the portfolio and are largely general obligations or essential purpose revenue bonds, which have performed very well historically over all business cycles, and are rated AA and AAA. We have the ability to hold these securities to maturity and expect full recovery of the amortized cost. From time to time we may sell securities to take advantage of market opportunities or as part of a strategic initiative.
The Company’s investment securities with intermediate and long-term maturities were the largest driver of these gross unrealized losses, as the market values of these securities are significantly impacted by the Treasury yield curve for similar durations (i.e., 5- and 10-year Treasury securities). This portion of the Treasury yield curve has moved lower over the past three months, driving unrealized losses on these securities lower. The Company believes that the Federal Reserve System, (“FRB”) is at or near the end of its aggressive strategy of raising short-term interest rates to combat inflation. Some market information indicates that the FRB may start lowering short-term interest rates in 2024. Changes in short-term interest rates can affect the yield on floating rate securities. Therefore, yields on floating rate securities may begin to fall should the FRB begin lowering short rates. Changes in intermediate and long-term interest rates, which are market driven, affect the market value of fixed rate securities with similar maturities. Thus, the Company expects that market values on the Bank’s intermediate and long-term maturity holdings will continue to fluctuate in large part driven by treasury yield changes.
At December 31, 2023 the 5-year and 10-year U.S. Treasury yields were 3.84% and 3.88%, respectively. At December 31, 2022, those same bond yields were 3.99% and 3.88%, respectively. The flatness in 10-year treasury yields was neutral to bond market values, while the decrease of 15 basis points in the 5-year treasury in the intermediate part of the yield curve helped drive the decrease in unrealized losses for the year ended December 31, 2023. The effects were generally greater for longer maturity bonds, such as municipal bonds. On the other hand, floating rate bonds largely held consistent values, as those interest rates adjust in line with Federal Reserve interest rate hikes.
Should the impairment of any of these securities become credit related, the impairment will be recognized by establishing an ACL through provision for credit losses in the period the credit related impairment is identified, while any non-credit loss will be recognized in accumulated other comprehensive loss, net of applicable taxes. At December 31, 2023 and December 31, 2022, the Company had no credit related impairment.
The Basel rules also permit most banking organizations to retain, through a one-time election, existing treatment for accumulated other comprehensive loss, which currently does not affect regulatory capital. The Company elected to retain this treatment which reduces the volatility of regulatory capital levels.
The following table sets forth the maturities of securities at December 31, 2023 and the weighted average yields of such securities.
Available-for-Sale Securities
| (Dollars in Thousands) | Maturing | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Within One Year | After One But Within Five Years | After Five But Within Ten Years | After Ten Years | |||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||
| U.S. Government Agency Securities | $ | — | — | % | $ | 2,898 | 6.07 | % | $ | 40,929 | 5.77 | % | $ | — | — | % | ||||||||||||
| Residential Mortgage-Backed Securities(2) | — | — | % | — | — | % | — | — | % | 99,150 | 3.62 | % | ||||||||||||||||
| Commercial Mortgage-Backed Securities(2) | — | — | % | 1,069 | 7.32 | % | 7,358 | 4.52 | % | 22,736 | 6.38 | % | ||||||||||||||||
| Other Commercial Mortgage-Backed Securities(2) | — | — | % | — | — | % | 1,967 | 1.52 | % | 19,889 | 2.87 | % | ||||||||||||||||
| Asset Backed Securities(2) | — | — | % | 25,606 | 1.89 | % | 64,773 | 4.43 | % | 49,627 | 6.00 | % | ||||||||||||||||
| Collateralized Mortgage Obligations(2) | — | — | % | — | — | % | 4,409 | 1.40 | % | 157,124 | 4.48 | % | ||||||||||||||||
| States and Political Subdivisions | — | — | % | 8,948 | 1.99 | % | 127,827 | 2.28 | % | 85,333 | 2.52 | % | ||||||||||||||||
| Corporate Notes | — | — | % | — | — | % | 59,360 | 3.87 | % | — | — | % | ||||||||||||||||
| Total | $ | — | $ | 38,521 | $ | 306,623 | $ | 433,859 | ||||||||||||||||||||
| Weighted Average Yield(1) | — | % | 2.34 | % | 3.48 | % | 4.04 | % |
(1)Weighted -average yields are calculated on a taxable-equivalent basis using the federal statutory tax rate of 21 percent.
(2) Securities not due at a single maturity date
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
At December 31, 2023 the Company had no held-to-maturity securities; however, if at a future date we classify securities as held-to-maturity, our disclosures will show the weighted average yield for each range of maturities.
At December 31, 2023, the Company held 52.8% fixed rate and 47.2% floating rate securities. The floating rate securities may have a stated maturity greater than ten years, but the interest rate generally adjusts monthly. Therefore, the duration on these securities is short, generally less than one year, and will therefore not be as sensitive to interest rate changes.
Refer to Note 4, Investment Securities, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our securities.
Loan Composition
The following table summarizes our loan portfolio as of the periods presented:
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||
| Commercial | |||||||||||||||||||
| Commercial Real Estate | $ | 1,670,631 | $ | 1,470,562 | $ | 1,323,252 | $ | 1,453,799 | $ | 1,365,310 | |||||||||
| Commercial and Industrial | 271,511 | 309,792 | 345,376 | 557,164 | 621,667 | ||||||||||||||
| Total Commercial Loans | 1,942,142 | 1,780,354 | 1,668,628 | 2,010,963 | 1,986,977 | ||||||||||||||
| Consumer | |||||||||||||||||||
| Residential Mortgages | 787,929 | 657,948 | 457,988 | 472,170 | 514,538 | ||||||||||||||
| Other Consumer | 34,277 | 44,562 | 44,666 | 57,647 | 73,688 | ||||||||||||||
| Total Consumer Loans | 822,206 | 702,510 | 502,654 | 529,817 | 588,226 | ||||||||||||||
| Construction | 436,349 | 353,553 | 282,947 | 406,390 | 309,563 | ||||||||||||||
| Other | 305,213 | 312,496 | 357,900 | — | — | ||||||||||||||
| Total Portfolio Loans | 3,505,910 | 3,148,913 | 2,812,129 | 2,947,170 | 2,884,766 | ||||||||||||||
| Loans Held-for-Sale | — | — | 228 | 25,437 | 19,714 | ||||||||||||||
| Loans Held-for-Sale in Connection with Sale of Bank Branches, at the lower of cost or fair value | — | — | — | 9,835 | — | ||||||||||||||
| Total Loans | $ | 3,505,910 | $ | 3,148,913 | $ | 2,812,357 | $ | 2,982,442 | $ | 2,904,480 |
Our loan portfolio represents our most significant source of interest income. The risk that borrowers are unable to pay such obligations is inherent in the loan portfolio. Other conditions such as downturns in the borrower's industry or the overall economic climate can significantly impact the borrower’s ability to pay. For a discussion of the risk factors relevant to our business and operations, please refer to Part I, Item 1A, “Risk Factors,” contained in this Annual Report on Form 10-K for the year ended December 31, 2023.
Total portfolio loans increased $357.0 million, or 11.3%, to $3.5 billion at December 31, 2023 compared to December 31, 2022 with strong production primarily in our CRE, residential mortgage and construction portfolios. The CRE portfolio is monitored for potential concentrations of credit risk by market, property type and tenant concentrations. Given the continued rising rate environment our mortgage portfolio experienced more modest growth in 2023 compared to 2022. At December 31, 2023, the loan portfolio was comprised of 24.8% floating rates which reprice monthly, 41.9%, variable rates that reprice at least once during the life of the loan and the remaining 33.3% are fixed rate loans. The Company continues to carefully monitor the loan portfolio during 2023, including in light of market conditions that impact our borrowers and the interest rate environment.
Total CRE represented 47.7% of total portfolio loans at December 31, 2023 compared to 46.7% at December 31, 2022. The Company’s CRE loan portfolio is concentrated predominantly in North Carolina, Virginia, South Carolina, West Virginia and Georgia within the retail, multifamily, hospitality, warehouse and office metrics.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table presents the Company's CRE breakout by segment, the segment amounts included in special mention and substandard and the related percentages by segment to total CRE and total portfolio loans as of the periods indicated:
| December 31, | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||||||||||||||||
| (Dollars in Thousands) | CRE Portfolio | CRE Balance in Special Mention/Substandard Risk Rating | % of Each Segment to Total CRE Loans | % of Each Segment to Total Portfolio Loans | CRE Portfolio | CRE Balance in Special Mention/Substandard Risk Rating | % of Each Segment to Total CRE Loans | % of Each Segment to Total Portfolio Loans | ||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||||||
| Retail | $ | 396,831 | $ | 62 | 23.8 | % | 11.3 | % | $ | 319,557 | $ | 155 | 21.7 | % | 10.1 | % | ||||||||||||
| Multifamily | 386,123 | — | 23.1 | % | 11.0 | % | 289,667 | 9,964 | 19.7 | % | 9.2 | % | ||||||||||||||||
| Warehouse | 373,812 | — | 22.4 | % | 10.7 | % | 264,705 | 85 | 18.0 | % | 8.4 | % | ||||||||||||||||
| Hospitality | 289,553 | 72 | 17.3 | % | 8.3 | % | 308,856 | — | 21.0 | % | 9.8 | % | ||||||||||||||||
| Office | 222,160 | 1,349 | 13.3 | % | 6.3 | % | 225,930 | 2,898 | 15.4 | % | 7.2 | % | ||||||||||||||||
| Other | 2,152 | 119 | 0.1 | % | 0.1 | % | 61,847 | 120 | 4.2 | % | 2.0 | % | ||||||||||||||||
| Total CRE Loans | $ | 1,670,631 | $ | 1,602 | 100.0 | % | 47.7 | % | $ | 1,470,562 | $ | 13,222 | 100.0 | % | 46.7 | % |
CRE loans represent a portfolio concentration risk. The majority of our CRE loans are made in the above noted geographies and granted to experienced developers and sponsors with loan guaranty structures that provide recourse to individuals with access to financial resources. We believe our knowledge of CRE and our operating knowledge at the local and regional level of these markets allows us to effectively manage concentration risk. Our operating knowledge at the local and regional level is derived from our front-line connection to the customer and our understanding of their business model. We also have access to research tools that inform us about market statistics such as occupancy, lease growth rates and new construction starts. This data is reviewed frequently by our credit officers and disseminated to our lenders. The bank’s underwriting process includes multiple shock scenarios primarily focused on cash flow and leverage in order to determine a supportable loan amount.
We attempt to limit our exposure to credit risk by diversifying our loan portfolio by segment, geography, collateral and industry while actively managing concentrations. When concentrations exist in certain segments, we seek to mitigate this risk by reviewing the relevant economic indicators and internal risk rating trends of the loans in these segments. The Company established transaction, relationship and specific loan segment limits in its loan policy. Total commercial real estate balances should not exceed the combination of 300% of total risk-based capital and growth in excess of 50% over the previous thirty-six months and construction loan balances should not exceed 100% of total risk-based capital. Investment real estate property types and purchased loan programs have individual dollar limits that should not be exceeded in the portfolio and are based on management’s risk tolerance relative to capital. In addition, there are specific targets for various categories of real estate loans with respect to debt service coverage ratios, loan-to-value ratios, loan terms, and amortization periods. We also have policy limits on loan-to-cost for construction projects. Although leverage is important, the Company also focuses on cash flow generation and employs stress testing to calculate a supportable loan amount.
Aggregate commitments to our top 10 credit relationships were $636.7 million at December 31, 2023. The Other segment represents 47.4% of the top 10 credit relationships and the Company has since transferred its largest lending relationship of $301.9 million to nonaccrual during the second quarter of 2023, as described in more detail below under “Credit Quality” in this MD&A.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table summarizes our top 10 relationships and a description of industries represented for the periods presented:
| For the Periods Ending | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dollars in Thousands | 12/31/2023 | 12/31/2022 | Change | 2023 % of Gross Loans | 2023 % of RBC | |||||||||||||
| 1. Hospitality, Agriculture & Energy | $ | 301,913 | $ | 309,107 | $ | (7,194) | 8.61 | % | 62.26 | % | ||||||||
| 2. Retail Real Estate & Food Services | 53,576 | 55,625 | (2,049) | 1.53 | % | 11.05 | % | |||||||||||
| 3. Multifamily Development | 40,000 | 40,000 | — | 1.14 | % | 8.25 | % | |||||||||||
| 4. Retail Real Estate | 38,972 | 37,679 | 1,293 | 1.11 | % | 8.04 | % | |||||||||||
| 5. Hospitality | 37,502 | 35,255 | 2,247 | 1.07 | % | 7.73 | % | |||||||||||
| 6. Industrial & Retail Real Estate | 33,885 | 41,725 | (7,840) | 0.97 | % | 6.99 | % | |||||||||||
| 7. Non-Owner Occupied / Commercial Real Estate | 33,752 | 17,308 | 16,444 | 0.96 | % | 6.96 | % | |||||||||||
| 8. Multifamily & student housing | 32,747 | 33,998 | (1,251) | 0.94 | % | 6.75 | % | |||||||||||
| 9. Hospitality | 32,328 | 33,587 | (1,259) | 0.92 | % | 6.66 | % | |||||||||||
| 10. Multifamily / Commercial Real Estate | 32,000 | 24,000 | 8,000 | 0.91 | % | 6.60 | % | |||||||||||
| Top Ten (10) Relationships | 636,675 | 628,284 | 8,391 | 18.16 | % | 131.29 | % | |||||||||||
| Total Gross Loans | 3,505,910 | 3,148,913 | 356,997 | |||||||||||||||
| % of Total Gross Loans | 18.16 | % | 19.95 | % | (1.79) | % | ||||||||||||
| Concentration (25% of RBC) | $ | 121,231 | $ | 120,863 |
Unfunded commitments on lines of credit were $568.7 million at December 31, 2023 as compared to $512.7 million at December 31, 2022. The majority of unused commitments are for construction projects that will be drawn as the construction completes. Total utilization was 53.8% at December 31, 2023 and 50.3% at December 31, 2022. Unfunded commitments on commercial operating lines of credit was 53.7% at December 31, 2023 and 49.7% at December 31, 2022.
Unsecured loans pose higher risk for the Company due to the lack of a well-defined secondary source of repayment. Commercial unsecured loans are reserved for the best quality customers with well-established businesses that operate with low financial and operating leverage. The repayment capacity of the borrower should exceed the policy and guidelines for secured loans. The Company significantly increased the standards for consumer unsecured lending by adjusting upward the required qualifying Fair Isaac Corporation (“FICO”) scores and restricting loan amounts at lower FICO scores.
Deferred costs and fees included in the portfolio balances above were $7.2 million and $8.2 million at December 31, 2023 and December 31, 2022, respectively. Discounts on purchased 1-4 family loans included in the portfolio balances above were $133.4 thousand and $161.2 thousand at December 31, 2023 and December 31, 2022, respectively.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following tables present the maturity schedule of portfolio loan types at December 31, 2023:
| Maturity | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Within One Year | After One But Within Five Years | After Five But Within 15 Years | After 15 Years | Total | ||||||||||||||
| Fixed interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 729 | $ | 423,118 | $ | 169,944 | $ | 9,096 | $ | 602,887 | |||||||||
| Commercial and Industrial | 28 | 69,343 | 154,602 | 2,941 | 226,914 | ||||||||||||||
| Residential Mortgages | 48 | 18,861 | 69,610 | 22,447 | 110,966 | ||||||||||||||
| Other Consumer | 8 | 29,775 | 4,140 | — | 33,923 | ||||||||||||||
| Construction | 5,299 | 208,150 | 3,030 | — | 216,479 | ||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||
| Portfolio Loans with Fixed Interest Rates | $ | 6,112 | $ | 749,247 | $ | 401,326 | $ | 34,484 | $ | 1,191,169 | |||||||||
| Variable interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | — | $ | 87,036 | $ | 711,014 | $ | 269,694 | $ | 1,067,744 | |||||||||
| Commercial and Industrial | 308 | 23,464 | 18,638 | 2,187 | 44,597 | ||||||||||||||
| Residential Mortgages | 7 | 1,747 | 27,942 | 647,267 | 676,963 | ||||||||||||||
| Other Consumer | — | 354 | — | — | 354 | ||||||||||||||
| Construction | 6,847 | 204,912 | 6,541 | 1,570 | 219,870 | ||||||||||||||
| Other | 301,913 | — | — | 3,300 | 305,213 | ||||||||||||||
| Portfolio Loans with Variable Interest Rates | $ | 309,075 | $ | 317,513 | $ | 764,135 | $ | 924,018 | $ | 2,314,741 | |||||||||
| Total Portfolio Loans | $ | 315,187 | $ | 1,066,760 | $ | 1,165,461 | $ | 958,502 | $ | 3,505,910 |
Refer to Note 5, Loans and Loans Held-For-Sale, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our loans.
Credit Quality
On a monthly basis, a Criticized Asset Committee meets to review certain watch, special mention and substandard risk rated loans within prescribed policy thresholds. These loans typically represent the highest risk of loss to the Company. Action plans are established and these loans are monitored through regular contact with the borrower and loan officer, review of current financial information and other documentation, review of all loan or potential loan restructures or modifications and the regular re-evaluation of assets held as collateral.
On a quarterly basis, the Credit Risk Committee of the Board meets to review our loan portfolio metrics, approve segment limits, approve the adequacy of ACL, and review the findings from Loan Review identified in the previous quarter. Annually, this same committee approves credit related policy changes and policy enhancements as they become available.
Additional credit risk management practices include continuous reviews of trends in our lending footprint and our lending policies and procedures to support sound underwriting practices, concentrations, delinquencies and annual portfolio stress testing. Our Loan Review department serves as a mechanism to independently monitor credit quality and assess the effectiveness of credit risk management practices to provide oversight of all lending activities. The loan review function has the primary responsibility for assessing commercial credit administration and credit decision functions of consumer and mortgage underwriting, as well as determining the appropriateness of risk ratings for those loans reviewed and providing input to the loan risk rating process. Our policy is to place loans in all categories in nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due based on contractual terms. Consumer unsecured loans and secured loans are evaluated for charge-off after the loan becomes 90 days past due. Loans past due 90 days are automatically transferred to nonaccrual status. Management reserves the right to exercise discretion at the individual loan level. For example, we may elect to transfer a loan to nonaccrual regardless of the delinquency status if we believe the collection in full of both principal and interest to be unlikely. We may also elect to retain a loan that is 90 or more days’ delinquent in accrual status if we believe the loan is well secured and in the process of collection. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions. Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.
Nonperforming assets consist of nonaccrual loans and OREO. The following table summarizes nonperforming assets for the dates presented:
| (Dollars in Thousands) | December 31, 2023 | December 31, 2022 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonaccrual Loans | |||||||||||
| Commercial Real Estate | $ | 1,324 | $ | 2,304 | $ | (980) | |||||
| Commercial and Industrial | 52 | 204 | (152) | ||||||||
| Residential Mortgages | 3,283 | 3,265 | 18 | ||||||||
| Other Consumer | 59 | 8 | 51 | ||||||||
| Construction | 2,904 | 864 | 2,040 | ||||||||
| Other | 301,913 | — | 301,913 | ||||||||
| Total Nonperforming Loans | 309,535 | 6,645 | 302,890 | ||||||||
| Other Real Estate Owned | 2,463 | 8,393 | (5,930) | ||||||||
| Total Nonperforming Assets | $ | 311,998 | $ | 15,038 | $ | 296,960 | |||||
| Nonperforming Loans to Total Portfolio Loans | 8.83 | % | 0.21 | % | |||||||
| Nonperforming Assets to Total Portfolio Loans plus Other Real Estate Owned | 8.89 | % | 0.48 | % |
Nonperforming assets increased $297.0 million to $312.0 million at December 31, 2023 compared to December 31, 2022. During the second quarter of 2023, the Company placed commercial loans that resided in the Other segment of the Company’s loan portfolio, relating to the Bank’s largest lending relationship which has an aggregate principal amount of $301.9 million, on nonaccrual status due to loan maturities and failure to pay in full. These nonperforming loans are 97.5% of the Company's total nonperforming loans and 96.8% of the Company's total nonperforming assets.
Based on analyses of the credit relationship and various discounted cash flow valuation techniques utilized in the alternative modeling, which resulted in a valuation allowance with respect to these loans of $54.3 million at December 31, 2023, representing 18.0% of these loans aggregate principal amount. At December 31, 2023, all of the Bank’s loans related to this lending relationship are on nonaccrual status.
The Company believes it is well secured based on the net carrying value of the credit relationship and appropriately reserved for potential losses with respect to all such loans based on information currently available. As the borrowers on these loans operate in the hospitality, agriculture, and energy sectors, this credit relationship is secured by, among other collateral, commercial real estate properties in these sectors including but not limited to top-tier hospitality properties. When evaluating the net carrying value of this credit relationship at December 31, 2023, the Company utilized discounted cash flow valuation techniques to estimate the timing and magnitude of potential recoveries resulting from various collection processes.
The following is an analysis of nonperforming loans by loan portfolio segment for the dates presented, and each segment’s relative contribution to total nonperforming loans:
| December 31, 2023 | December 31, 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of NPLs | Amount | % of NPLs | ||||||||||
| Commercial Real Estate | $ | 1,324 | 0.4 | % | $ | 2,304 | 34.7 | % | ||||||
| Commercial and Industrial | 52 | — | % | 204 | 3.1 | % | ||||||||
| Residential Mortgages | 3,283 | 1.1 | % | 3,265 | 49.1 | % | ||||||||
| Other Consumer | 59 | — | % | 8 | 0.1 | % | ||||||||
| Construction | 2,904 | 1.0 | % | 864 | 13.0 | % | ||||||||
| Other | 301,913 | 97.5 | % | — | — | % | ||||||||
| Balance End of Period | $ | 309,535 | 100.0 | % | $ | 6,645 | 100.0 | % |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The Company has initiated collection processes with respect to such loans and intends to explore all alternatives for repayment. However, we cannot give any assurance as to the timing or amount of future payments or collections on such loans or that we will ultimately collect all amounts contractually due under the terms of such loans. For a discussion of collection proceedings with respect to these loans, see the information contained in Part II, Item 8. Financial Statements and Supplementary Data – Note 18, “Commitments and Contingencies,” under the heading “Legal Proceedings” of this Annual Report on Form 10-K.
Closed retail bank offices have a remaining book value of $2.3 million at December 31, 2023 and $1.1 million at December 31, 2022, and are recorded in OREO on the Company’s balance sheet. During the year ended 2023, the Bank closed three retail banking offices and moved $1.4 million at fair value to OREO. These properties were marketed for sale as of December 31, 2023.
Past Company legacy underwriting standards relied heavily on loan to value and did not necessarily consider the income characteristics of the borrower or the repayment capacity of collateral with respect to speculative land financing. An overreliance on value as a primary repayment source can become compromised during real estate cycles. As a result, management has worked through these legacy credits and has installed a number of underwriting guardrails that consider the global cash flows and repayment capability of borrowers and/or guarantors, the proportion of speculation, transaction limits and introduced sensitivity analysis in order to determine supportable loan amounts. While these guardrails do not insulate the Company from credit cycles, we believe it should reduce the experience of defaults.
Closed-end installment loans, amortizing loans secured by real estate and any other loans with payments scheduled monthly are reported past due when the borrower is in arrears two or more monthly payments. Other multi-payment obligations with payments scheduled other than monthly are reported past due when one scheduled payment is due and unpaid for 30 days or more. We monitor delinquency on a monthly basis, including loans that are at risk for becoming delinquent and early stage delinquencies in order to identify emerging patterns and potential problem loans.
The following table summarizes past due loans for the dates presented:
| (Dollars in Thousands) | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Loans 30 to 89 Days Past Due | |||||||
| Commercial | |||||||
| Commercial Real Estate | $ | 319 | $ | 104 | |||
| Commercial and Industrial | 39 | 283 | |||||
| Total Commercial Loans | 358 | 387 | |||||
| Consumer | |||||||
| Residential Mortgages | 1,881 | 445 | |||||
| Other Consumer | 405 | 541 | |||||
| Total Consumer Loans | 2,286 | 986 | |||||
| Construction | 3,388 | 3,464 | |||||
| Other | — | — | |||||
| Total Loans 30 to 89 Days Past Due | $ | 6,032 | $ | 4,837 |
Portfolio loans past due 30 to 89 days and still accruing increased $1.2 million to $6.0 million at December 31, 2023 compared to December 31, 2022, primarily in the residential mortgage segment. There were no loans during the year ended December 31, 2023 and December 31, 2022 that were past due more than 90 days and still accruing.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following tables represent credit exposures by internally assigned risk ratings as of December 31, 2023 and 2022:
| December 31, 2023 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 1,669,029 | $ | 268,622 | $ | 784,090 | $ | 34,202 | $ | 433,321 | $ | 3,300 | $ | 3,192,564 | |||||||||||||
| Special Mention | 278 | 2,837 | 525 | — | 60 | — | 3,700 | ||||||||||||||||||||
| Substandard | 1,324 | 52 | 3,314 | 75 | 2,968 | 301,913 | 309,646 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,670,631 | $ | 271,511 | $ | 787,929 | $ | 34,277 | $ | 436,349 | $ | 305,213 | $ | 3,505,910 | |||||||||||||
| Performing Loans | $ | 1,669,307 | $ | 271,459 | $ | 784,646 | $ | 34,218 | $ | 433,445 | $ | 3,300 | $ | 3,196,375 | |||||||||||||
| Nonaccrual Loans | 1,324 | 52 | 3,283 | 59 | 2,904 | 301,913 | 309,535 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,670,631 | $ | 271,511 | $ | 787,929 | $ | 34,277 | $ | 436,349 | $ | 305,213 | $ | 3,505,910 |
| December 31, 2022 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 1,457,340 | $ | 303,893 | $ | 653,044 | $ | 44,495 | $ | 352,516 | $ | 180,745 | $ | 2,992,033 | |||||||||||||
| Special Mention | 10,796 | 2,887 | 983 | — | 69 | — | 14,735 | ||||||||||||||||||||
| Substandard | 2,426 | 3,012 | 3,921 | 67 | 968 | 131,751 | 142,145 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,470,562 | $ | 309,792 | $ | 657,948 | $ | 44,562 | $ | 353,553 | $ | 312,496 | $ | 3,148,913 | |||||||||||||
| Performing Loans | $ | 1,468,258 | $ | 309,588 | $ | 654,683 | $ | 44,554 | $ | 352,689 | $ | 312,496 | $ | 3,142,268 | |||||||||||||
| Nonaccrual Loans | 2,304 | 204 | 3,265 | 8 | 864 | — | 6,645 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,470,562 | $ | 309,792 | $ | 657,948 | $ | 44,562 | $ | 353,553 | $ | 312,496 | $ | 3,148,913 |
At December 31, 2023 and December 31, 2022, the Company had no loans that were risk rated as doubtful. Special mention and substandard loans at December 31, 2023 increased $156.5 million to $313.3 million compared to December 31, 2022, with an increase of $167.5 million in substandard and a decrease of $11.0 million in special mention. The increase of $167.5 million in substandard loans is primarily related to the above mentioned $301.9 million nonaccrual lending relationship in the other loan category. The $301.9 million of loans related to the Bank’s largest lending relationship was nonperforming and rated as substandard at December 31, 2023. At December 31, 2022 the largest lending relationship in the other segment loans were all accruing and totaled $309.1 million of which, $177.3 million of those loans were pass-rated and $131.8 million of those loans were substandard-rated. The decrease of $11.0 million in special mention is primarily due to the upgrade of a CRE credit totaling $9.9 million to a pass rating.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our nonperforming loans and OREO.
Troubled Debt Restructuring Disclosures Prior to Our Adoption of ASU No. 2022-02
Prior to our adoption of ASU No. 2022-02, the Company accounted for Troubled Debt Restructuring (“TDR”) as a loan which, for economic or legal reasons related to a borrower’s financial difficulties, granted a concession to the borrower that we would not otherwise grant. The Company strived to identify borrowers in financial difficulty early and work with them to modify terms and conditions before their loan defaults and/or is transferred to nonaccrual status. Modified terms that might have been considered a TDR generally included extension of maturity dates at a stated interest rate lower than the current market rate for a new loan with similar characteristics, reductions in contractual interest rates or principal deferment. While unusual, there may have been instances of principal forgiveness. Short-term modifications that were considered insignificant were generally not considered a TDR unless there were other concessions granted. On April 1, 2022, the Company adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2022. Refer to Note 1, Summary of Significant Accounting Polices, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to ASU No. 2022-02.
Generally, the Company individually evaluates all loans that are nonaccrual or considered a restructured loan, with a commitment equal to $1.0 million or greater and/or based on management’s discretion; for individually evaluated loan reserves.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
In addition, the Company may individually evaluate credits that have complex loan structures, even if the commitment is less than $1.0 million. Nonaccrual loans can be returned to accruing status if the ultimate collectability of all contractual amounts due, according to the restructured agreement, is not in doubt and there is a period of a minimum of six months of satisfactory payment performance by the borrower either immediately before or after the restructuring.
Allowance for Credit Losses
The following summarizes our allowance for credit loss experience at December 31 for each of the years presented:
| (Dollars in Thousands) | 2023 | 2022 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance Beginning of Year | $ | 93,852 | $ | 95,939 | $ | 54,074 | |||||
| Impact of CECL Adoption | — | — | 61,642 | ||||||||
| Provision for Credit Losses | 5,500 | 2,419 | 3,350 | ||||||||
| Charge-offs: | |||||||||||
| Commercial Real Estate | — | — | 19,662 | ||||||||
| Commercial and Industrial | 63 | 3,436 | 374 | ||||||||
| Residential Mortgages | 203 | 46 | 273 | ||||||||
| Other Consumer | 2,665 | 1,677 | 2,256 | ||||||||
| Construction | 42 | — | 1,859 | ||||||||
| Other | — | — | — | ||||||||
| Total Charge-offs | 2,973 | 5,159 | 24,424 | ||||||||
| Recoveries: | |||||||||||
| Commercial Real Estate | — | — | 159 | ||||||||
| Commercial and Industrial | 88 | 1 | 291 | ||||||||
| Residential Mortgages | 110 | 99 | 168 | ||||||||
| Other Consumer | 475 | 404 | 586 | ||||||||
| Construction | — | 149 | 93 | ||||||||
| Other | — | — | — | ||||||||
| Total Recoveries | 673 | 653 | 1,297 | ||||||||
| Total Net Charge-offs | 2,300 | 4,506 | 23,127 | ||||||||
| Balance End of Year | $ | 97,052 | $ | 93,852 | $ | 95,939 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.07% | 0.15% | 0.79% | ||||||||
| Allowance for Credit Losses to Total Portfolio Loans | 2.77% | 2.98% | 3.41% |
Total net charge-offs decreased to $2.3 million for the year ended December 31, 2023 compared to $4.5 million for the year ended December 31, 2022 primarily in the C&I segment. The largest charge-off in 2022 was $3.4 million on a purchased syndicated C&I loan in the amount of $4.9 million, which was previously reserved for $2.6 million, transferred to held-for-sale in the third quarter of 2022 in the amount of $1.5 million and then sold in the fourth quarter of 2022. The net charge-offs of $23.1 million for the full year 2021 was primarily attributable to the resolution of five problem relationships during 2021, in which the majority of losses were anticipated and previously reserved.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following is the allocation of the ACL balance by segment as of December 31 for the years presented below:
| 2023 | 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of Loans in each Category to Total Portfolio Loans | Amount | % of Loans in each Category to Total Portfolio Loans | ||||||||||
| Commercial Real Estate | $ | 19,873 | 47.7 | % | $ | 17,992 | 46.7 | % | ||||||
| Commercial & Industrial | 3,286 | 7.7 | % | 3,980 | 9.9 | % | ||||||||
| Residential Mortgages | 10,879 | 22.5 | % | 8,891 | 20.9 | % | ||||||||
| Other Consumer | 868 | 1.0 | % | 1,329 | 1.4 | % | ||||||||
| Construction | 7,792 | 12.4 | % | 6,942 | 11.2 | % | ||||||||
| Other | 54,354 | 8.7 | % | 54,718 | 9.9 | % | ||||||||
| Balance End of Year | $ | 97,052 | 100.0 | % | $ | 93,852 | 100.0 | % |
The increase in the ACL was primarily due to increases in the CRE, residential mortgage and construction segments as a result of loan growth in these segments during 2023. The ACL was $97.1 million, or 2.77%, of total portfolio loans at December 31, 2023 compared to $93.9 million, or 2.98% of total portfolio loans at December 31, 2022.
The following table summarizes the credit quality ratios and their components as of December 31 for the years presented below:
| (Dollars in Thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Allowance for Credit Losses to Total Portfolio Loans | |||||||
| Allowance for Credit Losses | $ | 97,052 | $ | 93,852 | |||
| Total Portfolio Loans | 3,505,910 | 3,148,913 | |||||
| Allowance for Credit Losses to Total Portfolio Loans | 2.77 | % | 2.98 | % | |||
| Nonperforming Loans to Total Portfolio Loans | |||||||
| Nonperforming Loans | $ | 309,535 | $ | 6,645 | |||
| Total Portfolio Loans | 3,505,910 | 3,148,913 | |||||
| Nonperforming Loans to Total Portfolio Loans | 8.83 | % | 0.21 | % | |||
| Allowance for Credit Losses to Nonperforming Loans | |||||||
| Allowance for Credit Losses | $ | 97,052 | $ | 93,852 | |||
| Nonperforming Loans | 309,535 | 6,645 | |||||
| Allowance for Credit Losses to Nonperforming Loans | 31.35 | % | 1,412.37 | % | |||
| Net Charge-offs to Average Portfolio Loans | |||||||
| Net Charge-offs | $ | 2,300 | $ | 4,506 | |||
| Average Total Portfolio Loans | 3,324,757 | 2,988,785 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.07 | % | 0.15 | % |
The provision for credit losses, which includes a provision for losses on loans and on unfunded commitments, is a charge to earnings to maintain the ACL at a level consistent with management's assessment of expected losses in the loan portfolio at the balance sheet date. The provision for credit losses increased $3.1 million to $5.5 million for the year ended 2023 compared to the same period in 2022. The increase in the provision for credit losses was primarily driven by loan growth, net charge-offs and an increase in the other segment reserve related to the large NPL relationship.
The provision for unfunded commitments increased $0.4 million to $0.9 million for the year ended 2023 when compared to a provision of $0.5 million for the year ended 2022. The increase was primarily due to an increase in construction commitments. The reserve for unfunded commitments is largely comprised of unfunded commitments related to real estate construction loans and pressure on the reserve rates. There are three basic factors that influence the reserve rates associated with unfunded commitments for real estate construction loans. First, the reserve rate is extrapolated from the reserve rates calculated for certain commercial real estate funded loans within the ACL model. These reserve rates are influenced by the same factors cited in the ACL model such as economic forecasts, average portfolio life, etc. Refer to Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
information related to the ACL Policy and the discussion of these factors. Second, since the category of construction is generic, management applies a weighting of the reserve rates associated with certain CRE loans. The proportion of these segments affect the weighting. Third, volume changes impact the total reserve calculation.
As a percentage of average portfolio loans net charge-offs were 0.07% for the year ended 2023 and 0.15% for the same period in 2022. At December 31, 2023 NPLs increased $302.9 million at December 31, 2023 since December 31, 2022. NPLs as a percentage of total portfolio loans were 8.83% and 0.21% as of December 31, 2023 and December 31, 2022, respectively.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our ACL.
Deposits
The daily average balance of deposits and rates paid on deposits are summarized in the following table for the years ended December 31:
| 2023 | 2022 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Average Balance | Rate | Average Balance | Rate | ||||||||||
| Noninterest-Bearing Demand | $ | 680,889 | — | $ | 716,645 | — | ||||||||
| Interest-Bearing Demand | 483,048 | 0.56 | % | 489,298 | 0.32 | % | ||||||||
| Money Market | 448,324 | 1.98 | % | 521,269 | 0.35 | % | ||||||||
| Savings | 544,938 | 0.11 | % | 720,682 | 0.10 | % | ||||||||
| Certificate of Deposits | 1,428,646 | 2.83 | % | 1,271,548 | 1.14 | % | ||||||||
| Total Interest-Bearing Deposits | 2,904,956 | 1.81 | % | 3,002,797 | 0.62 | % | ||||||||
| Total Average Deposits | $ | 3,585,845 | 1.47 | % | $ | 3,719,442 | 0.50 | % |
For the year ended December 31, 2023, total average deposits declined $133.6 million, which included decreases in average savings accounts of $175.7 million, or 24.4%, a decrease in money market accounts of $72.9 million, or 14.0%, a decline in average noninterest-bearing demand deposits of $35.8 million and a decrease in average interest-bearing deposits of $6.3 million, or 1.3% offset by an average increase in CDs of $157.1 million, or 12.4%. The decrease in average deposits was primarily due to the banking industry disruption in March 2023 and inflationary pressures on customers. Additionally, customers preferences have shifted to higher-yielding deposit products as interest rates increased.
The following table presents additional information about our year-end deposits:
| (Dollars in Thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Deposits from the Certificate of Deposit Account Registry Services ("CDARS") | $ | — | $ | 922 | |||
| Noninterest-Bearing Public Funds Deposits | 51,506 | 27,086 | |||||
| Interest-Bearing Public Funds Deposits | 127,100 | 180,243 | |||||
| Total Deposits not Covered by Deposit Insurance(1) | 647,154 | 691,266 | |||||
| Certificates of Deposits not Covered by Deposit Insurance | 304,968 | 159,030 | |||||
| Deposits for Certain Directors, Executive Officers and their Affiliates | 1,799 | 2,910 |
(1) These deposits are presented on an estimated basis. This estimate was determined based on the same methodologies and assumptions used for regulatory reporting requirements.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Maturities of CDs over $250,000 or more, excluding brokered deposits, not covered by deposit insurance at December 31, 2023 are summarized as follows:
| (Dollars in Thousands) | Amount | Percent | |||||
|---|---|---|---|---|---|---|---|
| Three Months or Less | $ | 94,424 | 31.0 | % | |||
| Over Three Months Through Twelve Months | 109,217 | 35.8 | % | ||||
| Over Twelve Months Through Three Years | 80,122 | 26.3 | % | ||||
| Over Three Years | 21,205 | 6.9 | % | ||||
| Total | $ | 304,968 | 100.0 | % |
Refer to Note 12, Deposits, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our deposits.
Federal Home Loan Bank (“FHLB”) Borrowings and Federal Funds Purchased
Information pertaining to FHLB borrowings and federal funds purchased at December 31 is summarized in the table below:
| (Dollars in Thousands) | 2023 | 2022 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 393,400 | $ | 180,550 | $ | 7,000 | |||||
| Federal Funds Purchased | — | 17,870 | — | ||||||||
| Average Balance during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 402,675 | $ | 29,849 | $ | 25,986 | |||||
| Federal Funds Purchased | 7,023 | 5,711 | — | ||||||||
| Average Interest Rate during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | 5.17 | % | 3.90 | % | 1.20 | % | |||||
| Federal Funds Purchased | 5.24 | % | 3.29 | % | — | % | |||||
| Maximum Month-end Balance during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 525,135 | $ | 180,550 | $ | 35,000 | |||||
| Federal Funds Purchased | 46,965 | 23,020 | — | ||||||||
| Average Interest Rate at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | 5.20 | % | 4.48 | % | 1.61 | % | |||||
| Federal Funds Purchased | — | % | 4.65 | % | — | % |
The Company had $393.4 million of FHLB borrowings at December 31, 2023 an increase of $212.9 million compared to December 31, 2022. The Company had no overnight federal funds purchased at December 31, 2023 and had $17.9 million outstanding overnight federal funds purchased at December 31, 2022. The level and composition of borrowed funds fluctuates over time based on many factors including market conditions, loan growth, investment securities, deposit growth and capital considerations. We manage our borrowed funds to provide a reliable source of liquidity.
The Company held FHLB of Atlanta stock of $21.6 million and $9.7 million at December 31, 2023 and December 31, 2022, respectively. Dividends recorded on this restricted stock were $1.5 million and $0.2 million for the years ended December 31, 2023 and December 31, 2022, respectively. The investment is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. We hold FHLB stock because we are a member of the FHLB of Atlanta. The FHLB requires members to purchase and hold a specified level of FHLB stock based upon the members’ asset values, level of borrowings and participation in other programs offered. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of the FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.
Refer to Note 13, Federal Home Loan Bank Borrowings and Federal Funds Purchased, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our borrowings.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Capital Resources
The following table summarizes ratios for the Company and Bank for December 31:
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Leverage Ratio | ||||||
| Carter Bankshares, Inc. | 9.48 | % | 10.29 | % | ||
| Carter Bank and Trust | 9.41 | % | 10.13 | % | ||
| Common Equity Tier 1 | ||||||
| Carter Bankshares, Inc. | 11.08 | % | 12.61 | % | ||
| Carter Bank and Trust | 10.99 | % | 12.42 | % | ||
| Tier 1 Ratio | ||||||
| Carter Bankshares, Inc. | 11.08 | % | 12.61 | % | ||
| Carter Bank and Trust | 10.99 | % | 12.42 | % | ||
| Total Risk-Based Capital Ratio | ||||||
| Carter Bankshares, Inc. | 12.34 | % | 13.86 | % | ||
| Carter Bank and Trust | 12.25 | % | 13.68 | % |
Total capital of $351.2 million at December 31, 2023, reflects an increase of $22.6 million compared to $328.6 million at December 31, 2022. The increase in total capital from December 31, 2022 is primarily due to net income of $23.4 million for the year ended December 31, 2023, other comprehensive income of $14.2 million increased due to changes in fair value of investment securities, an increase of $1.5 million related to restricted stock activity during the year, as well as, the transitional adjustment of $0.1 million, net of tax for the adoption of ASU 2023-02. Offsetting these increases was a decrease of $16.6 million related to the repurchase of common stock and the 1% excise tax on stock repurchases.
The Company and the Bank are subject to various capital requirements administered by the federal banking regulators. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulations to ensure capital adequacy require us to maintain minimum amounts and ratios.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2023 and December 31, 2022, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.
The Company continues to maintain its capital position with a leverage ratio of 9.48% as compared to the regulatory guideline of 5.00% to be well-capitalized and a risk-based Common Equity Tier 1 ratio of 11.08% compared to the regulatory guideline of 6.50% to be well-capitalized. Our risk-based Tier 1 and Total Capital ratios were 11.08% and 12.34%, respectively, which places the Company above the federal bank regulatory agencies’ well-capitalized guidelines of 8.00% and 10.00%, respectively. We believe that we have the ability to raise additional capital, if necessary.
The Basel rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital. The Company elected to retain this treatment which reduces the volatility of regulatory capital levels.
The Basel III Capital Rules require the Company and the Bank to maintain minimum Common Equity Tier 1, Tier 1 and Total Capital ratios, along with a capital conservation buffer, effectively resulting in new minimum capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common
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Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank.
In December 2018, the Office of the Comptroller of the Currency, (the “OCC”), the FRB, and the FDIC, approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the Day 1 adverse effects on regulatory capital that may result from the adoption of the new accounting standard. On March 27, 2020, the regulators issued interim final rule (“IFR”), “Regulatory Capital Rule: Revised Transition of the Current Expected Credit Losses Methodology for Allowances” in response to the disrupted economic activity from the spread of COVID-19. The IFR maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). We adopted CECL effective January 1, 2021 and elected to implement the capital transition relief over the permissible three-year period.
Refer to Note 21, Capital Adequacy, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our capital.
Contractual Obligations
In the normal course of business, we have entered into contractual obligations that represent future cash commitments and liabilities under agreements with third parties and exclude contingent contractual liabilities for which we cannot reasonably predict future payments. The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. Refer to the accompanying Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for the expected timing of such payments as of December 31, 2023. These include payments related to (i) operating and finance leases referenced in Note 8, Right-of-Use (“ROU”) Assets and Lease Liabilities, (ii) time deposits with stated maturity dates in Note 12 – Deposits, (iii) Federal Home Loan Borrowings in Note 13, Federal Home Loan Bank Borrowings and Federal Funds Purchased, and (iv) commitments to extend credit, standby letters of credit and purchase obligations in Note 18, Commitments and Contingencies in Item 8 of this Annual Report on Form 10-K. Purchase obligations primarily represent obligations under agreement with our third-party data processing provider.
Off-Balance Sheet Arrangements
In the normal course of business, the Company offers our customers lines of credit and letters of credit to meet their financing objectives. The undrawn or unfunded portion of these facilities do not represent outstanding balances and therefore are not reflected in our financial statements as loans receivable. The Company provides lines of credit to our clients to memorialize the commitment to finance the completion of construction projects and revolving lines of credit to operating companies to finance their working capital needs. Lines of credit for construction projects represent $452.2 million, or 64.4% and $373.2 million, or 59.2% of the commitments to extend credit identified in the table below at December 31, 2023 and December 31, 2022, respectively. The Company provides letters of credit, generally, for the benefit or our customers to provide assurance to various municipalities that construction projects will be completed according to approved plans and specifications. These instruments involve elements of credit and interest rate risk and our exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, could be equal to the contractual amount of the obligation less the value of any collateral. The Company analyzes this risk and calculates a reserve for unfunded commitments. The same credit policies are applied in granting these facilities as those used for underwriting loans. Lines of credit to finance construction projects include a construction end date, at which time the loan is expected to convert to a mini-perm loan. A department independent of our lending group monitors construction commitments of $1.0 million or greater and/or based on management’s discretion.. Lines of credit to operating companies to finance working capital include a maturity date and may include various financial covenants. Letters of credit include an expiration date unless it is a standby letter of credit which automatically renews but generally provide for a termination clause on an annual basis given sufficient notice to the beneficiary. The Company typically
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charges an annual fee for the issuance of letters of credit. Because letters of credit are expected to expire without being drawn upon, these commitments do not necessarily represent future cash requirements of the Company.
The following table sets forth the commitments and letters of credit as of December 31:
| (Dollars in Thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Commitments to Extend Credit | $ | 702,301 | $ | 630,619 | |||
| Standby Letters of Credit | 19,643 | 25,739 | |||||
| Total | $ | 721,944 | $ | 656,358 |
Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.
For more details, see Note 18, Commitments and Contingencies, in Item 8 of this Annual Report on Form 10-K.
Liquidity
Liquidity is defined as a financial institution’s ability to meet its cash and collateral obligations at a reasonable cost. This includes the ability to satisfy the financial needs of depositors who want to withdraw funds or borrowers needing to access funds to meet their credit needs. In order to manage liquidity risk the Company’s Board has delegated authority to ALCO for formulation, implementation and oversight of liquidity risk management for the Company. The ALCO’s goal is to maintain adequate levels of liquidity at a reasonable cost to meet funding needs in both a normal operating environment and for potential liquidity stress events. The ALCO closely monitors and manages liquidity by reviewing cash flow projections, performing balance sheet stress tests and by maintaining a detailed contingency funding plan that includes specific liquidity measures that are reviewed by the ALCO monthly. Our liquidity policy and contingency funding plan provide graduated risk tolerance levels for multiple liquidity measures and potential liquidity environments. If our liquidity position moves to a level that has been defined as high risk, specific actions are required, such as increased monitoring or the development of an action plan to reduce the risk position.
The Company’s primary funding and liquidity source is a stable customer deposit base. Management believes that we have the ability to retain existing deposits and attract new deposits, mitigating any potential funding dependency on other more volatile sources. Although deposits are the primary source of funds, the Company has identified various other funding sources that can be used as part of our normal funding program when either a structure or cost efficiency has been identified. Additional funding sources accessible to the Company include borrowing availability at the FHLB, equal to 25% of the Company’s assets or approximating $1.1 billion, subject to the amount of eligible collateral pledged, of which the Company is eligible to borrow up to an additional $480.3 million. The Company has unsecured facilities with three other correspondent financial institutions totaling $50.0 million, access to the institutional CD market, and the brokered deposit market. The Company did not have outstanding borrowings on these fed funds lines as of December 31, 2023. In addition to the above funding resources, the Company also has $563.5 million of unpledged available-for-sale investment securities, at fair value, as an additional source of liquidity. Please refer to the Liquidity Sources table below for available funding with the FHLB and our unsecured lines of credit with correspondent banks.
The Company closely monitors changes in the industry and market conditions that may impact the Company’s liquidity and will use other borrowing means or other liquidity and funding strategies sources to fund its liquidity needs as needed. The Company is also closely tracking the potential impacts on the Company’s liquidity of declines in the fair value of the Company’s securities portfolio due to rising market interest rates and developments in the banking industry that may change the availability of traditional sources of liquidity or market expectations with respect to available sources and amounts of additional liquidity.
An important component of our ability to effectively respond to potential liquidity stress events is maintaining a cushion of highly liquid assets. Highly liquid assets are those that can be converted to cash quickly, with little or no loss in value, to meet financial obligations. ALCO policy guidelines define a ratio of highly liquid assets to total assets by graduated risk tolerance levels of minimal, moderate and high. At December 31, 2023, the Bank had $578.4 million in highly liquid assets, which consisted of Federal Reserve Board excess reserves and interest-bearing deposits in other financial institutions of $14.9 million
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
and $563.5 million in unpledged securities. This resulted in highly liquid assets to total assets ratio of 12.8% at December 31, 2023.
If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.
The following table provides detail of liquidity sources as of December 31:
| (Dollars in Thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Cash and Due From Banks, including Interest-bearing Deposits | $ | 54,529 | $ | 46,869 | |||
| Unpledged Investment Securities | 563,537 | 611,845 | |||||
| Excess Pledged Securities | 61,774 | 46,305 | |||||
| FHLB Borrowing Availability | 480,266 | 676,746 | |||||
| Unsecured Lines of Credit Availability | 50,000 | 127,130 | |||||
| Total Liquidity Sources | $ | 1,210,106 | $ | 1,508,895 |
The following table provides total liquidity sources and ratios as of December 31:
| (Dollars in Thousands) | 2023 | 2022 | |||||
|---|---|---|---|---|---|---|---|
| Total Liquidity Sources | $ | 1,210,106 | $ | 1,508,895 | |||
| Highly Liquid Assets(1) to Total Assets | 12.8 | % | 14.7 | % | |||
| Highly Liquid Assets(1) to Uninsured Deposits | 89.4 | % | 89.2 | % | |||
| Total Available Liquidity to Uninsured Deposits | 187.0 | % | 218.3 | % |
(1 Highly liquid assets consist of $14.9 million in Federal Reserve Board excess reserves and interest-bearing deposits in other financial institutions and $563.5 million in unpledged securities.
Inflation
Management is aware of the significant effect inflation has on interest rates and can have on financial performance. The Company’s ability to cope with this is best determined by analyzing its capability to respond to changing interest rates and its ability to manage noninterest income and expense. The mix of interest-rate sensitive assets and liabilities is monitored through ALCO in order to reduce the impact of inflation on net interest income. The effects of inflation are controlled by reviewing the prices of our products and services, by introducing new products and services and by controlling overhead expenses. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.
Stock Repurchase Plan
On March 29, 2023, the Company announced that its Board of Directors (the “Board”) has authorized, effective May 1, 2023, a common share repurchase program to purchase up to 1,000,000 shares of the Company’s common stock in the aggregate over a period of twelve months, (the “2023 Program”) subject to receipt of non-objection from the Federal Reserve Bank of Richmond, which was received on April 24, 2023. The 2023 Program authorizes the purchase of the Company’s common stock in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The authorization permits management to repurchase shares of the Company’s common stock from time to time at management’s discretion. The actual means and timing of any shares purchased under the 2023 Program will depend on a variety of factors, including the market price of the Company’s common stock, general market and economic conditions, management’s evaluation of the Company’s financial condition and liquidity position and applicable legal and regulatory requirements. The 2023 Program is authorized through May 1, 2024, although it may be modified or terminated by the Board at any time. The 2023 Program does not obligate the Company to purchase any particular number of shares, and was exhausted as of August 31, 2023. During the year ended December 31,
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2023, the 1,000,000 shares of common stock had been repurchased under this program at a total cost of $14.2 million, or an average price of $14.16 per share.
Previously on June 28, 2022, the Company announced that its Board authorized, effective August 1, 2022, a common share repurchase program to purchase up to 750,000 shares of the Company’s common stock in the aggregate over a period of twelve months, subject to non-objection from the Federal Reserve Bank of Richmond, which was received in July 2022 (the “2022 Program”). The 2022 Program authorized the purchase of the Company’s common stock in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b-18 promulgated under the Exchange Act. The authorization permitted management to repurchase shares of the Company’s common stock from time to time at management’s discretion. The 2022 Program was originally authorized through August 1, 2023, did not obligate the Company to purchase any particular number of shares, and was exhausted as of March 10, 2023.
Previously on December 13, 2021, the Company announced that its Board authorized, effective December 10, 2021, a common share repurchase program to purchase up to 2,000,000 shares of the Company’s common stock in the aggregate over a period of twelve months (the “2021 Program”). The 2021 Program was originally authorized through December 9, 2022, did not obligate the Company to purchase any particular number of shares, and was exhausted as of April 28, 2022.
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FY 2022 10-K MD&A
SEC filing source: 0001829576-23-000009.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Carter Bankshares, Inc., our operations, and our present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K. The MD&A includes the following sections:
•Explanation of Use of Non-GAAP Financial Measures
•Critical Accounting Policies and Estimates
•Our Business
•Results of Operations and Financial Condition
•Capital Resources
•Contractual Obligations
•Off-Balance Sheet Arrangements
•Liquidity
•Inflation
•Stock Repurchase Program
This section reviews our financial condition for each of the past two years and results of operations for each of the past three years. Certain reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. Some tables may include additional time periods to illustrate trends within our Consolidated Financial Statements and notes thereto. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.
Explanation of Use of Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with generally accepted accounting principles in the United States (“GAAP”), management uses, and this annual report references, interest and dividend income, yield on interest earnings assets, net interest income and net interest margin on a fully taxable equivalent, (“FTE”) basis, which are non-GAAP financial measures. Management believes these measures provide information useful to investors in understanding our underlying business, operational performance and performance trends as it facilitates comparisons with the performance of other companies in the financial services industry. The Company believes the presentation of interest and dividend income, yield on interest earnings assets, net interest income and net interest margin on an FTE basis ensures the comparability of interest and dividend income, yield on interest earning assets, net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest and dividend income (GAAP) per the Consolidated Statements of Income is reconciled to interest and dividend income adjusted on an FTE basis, yield on interest earning assets (GAAP) is reconciled to yield on interest earning assets adjusted on an FTE basis, net interest income (GAAP) is reconciled to net interest income adjusted on an FTE basis and net interest margin (GAAP) is reconciled to net interest margin adjusted on an FTE basis in the "Results of Operations and Financial Condition - Net Interest Income" section of this MD&A for the years ended 2022, 2021 and 2020.
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Although management believes that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP or considered to be more relevant than financial results determined in accordance with GAAP, nor is it necessarily comparable with similar non-GAAP measures which may be presented by other companies.
Critical Accounting Estimates
The Company’s preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Over time, these estimates, assumptions and judgments may prove to be inaccurate or vary from actual results and may significantly affect our reported results and financial position for the periods presented or in future periods. We currently view the determination of the allowance for credit losses to be critical, because it is made in accordance with GAAP, is highly dependent on subjective or complex judgments, assumptions and estimates made by management and have had or is reasonably likely to have a material impact on the Company’s financial condition and results of operations.
We have identified the following critical accounting estimate:
Allowance for Credit Losses (“ACL”)
The ACL represents an amount which, in management's judgment, is adequate to absorb expected credit losses over the life of outstanding loans as of the balance sheet date based on the evaluation of current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased by a provision or decreased by a recovery for credit losses, which is recorded as a current period operating expense.
Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.
Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed. While management uses available information to recognize expected credit losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.
The ACL “base case” model is derived from various economic forecasts provided by widely recognized sources. Management evaluates the variability of market conditions by examining the peak and trough of economic cycles. These peaks and troughs are used to stress the base case model to develop a range of potential outcomes. Management then determines the appropriate reserve through an evaluation of these various outcomes relative to current economic conditions and known risks in the portfolio. For the year ended December 31, 2022 the range of outcomes would produce a 17% reduction or a 27% increase in reserves based on the best and worst case scenarios, respectively.
Refer to Note 1, Summary of Significant Accounting Policies, for further detailed descriptions of our estimation process and methodology related to the ACL and Note 6, Allowance for Credit Losses, of this Annual Report on Form 10-K.
Our Business and Strategy
Carter Bankshares, Inc. (the “Company”) is a bank holding company headquartered in Martinsville, Virginia with assets of $4.2 billion at December 31, 2022. The Company conducts its business solely through the Bank, an insured, Virginia state-chartered bank. The Company provides a full range of financial services with retail, and commercial banking products and insurance. Our common stock trades on the Nasdaq Global Select Market under the ticker symbol “CARE.”
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The Company earns revenue primarily from interest on loans and securities and fees charged for financial services provided to our customers. The Company incurs expenses for the cost of deposits, provision for credit losses and other operating costs such as salaries and employee benefits, data processing, occupancy and tax expense.
For the 2023-2025 fiscal year periods, the Company will be focusing on refining and enhancing the Bank’s guiding principles to better align with the future of the Company. A new mission, vision, and set of core values are in development and the Company expects to rollout this plan in 2023. The Company’s current mission is to strive to be the preferred lifetime financial partner for its customers and shareholders, and the employer of choice in the communities the Company is privileged to serve. The vision and purpose of the Company is to enrich lives and enhance communities today, to build a better tomorrow, with values of loyalty, care, optimism, trustworthiness and innovation.
The Company’s Board of Directors and management believe that the Bank is at a turning point in its evolution and transformation. The Company’s focus will shift from restructuring the balance sheet to pursuing a growth strategy that focuses on organic growth. Another area of focus will be to consider opportunistic acquisitions that the Company believes will fit with its strategic vision.
Our focus continues to be on loan and deposit growth, as well as, implementing opportunities to increase fee income while closely monitoring our operating expenses. The Company is focused on executing this strategy to successfully build our new brand and grow our business in our current markets as well as new markets.
Results of Operations and Financial Condition
Earnings Summary
2022 Highlights
•Net interest income increased $28.7 million, or 25.9%, to $139.9 million for the full year 2022 compared to $111.2 million for the full year 2021 primarily due an increase of 61 basis points in the yield on earning assets due to the rising interest rate environment and by a reduction of nine basis points in funding costs;
•The provision for credit losses decreased $0.9 million to $2.4 million for the year ended December 31, 2022, compared to the full year ended December 31, 2021;
•Total noninterest income decreased $7.2 million to $21.7 million for the full year 2022 compared to $28.9 million for the full year 2021 due primarily to a reduction in gains on sales of securities;
•Total noninterest expense decreased $5.3 million to $97.0 million for the full year 2022 compared to $102.3 million for the full year 2021 primarily resulting from our retail branch optimization project and the reversal of tax credit amortization due to an in-service date extension to 2023; and
•Provision for income taxes increased $7.5 million to $11.6 million for the full year 2022 compared to $4.1 million for the full year 2021.
Balance Sheet Highlights (period-end balances, December 31, 2022 compared to December 31, 2021)
•The securities portfolio decreased $86.1 million and is currently 19.9% of total assets compared to 22.3% of total assets. The decrease is due to the Company’s strategy of redeploying securities maturities into higher yielding loan growth and the continued decline in fair value due to rising market interest rates;
•Total portfolio loans increased $336.8 million, or 12.0%, primarily due to consistent loan growth in 2022;
•The portfolio loans to deposit ratio was 86.7%, compared to 76.0%, since deposits decreased;
•Total deposits decreased $68.2 million to $3.6 billion at December 31, 2022 compared to December 31, 2021;
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•The ACL to total portfolio loans ratio was 2.98% compared to 3.41%. The ACL on portfolio loans totaled $93.9 million at December 31, 2022, compared to $95.9 million with the decrease driven by declines in the other segment due to principal pay-downs, offset by loan growth and increased qualitative reserves;
•During 2022, the Company repurchased 2,587,361 shares totaling $42.9 million under its stock repurchase program at a weighted average cost of $16.59. There were 132,232 shares available for repurchase at December 31, 2022 under the current repurchase program.
The Company reported net income of $50.1 million, or $2.03 diluted earnings per share for the year ended December 31, 2022 compared to net income of $31.6 million, or $1.19 diluted earnings per share, for the year ended December 31, 2021.
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PERFORMANCE RATIOS | 2022 | 2021 | 2020 | ||||||
| Return on Average Assets | 1.21 | % | 0.76 | % | (1.12) | % | |||
| Return on Average Shareholders' Equity | 14.30 | % | 7.92 | % | (9.78) | % | |||
| Portfolio Loans to Deposit Ratio | 86.74 | % | 76.03 | % | 79.99 | % | |||
| Allowance for Credit Losses to Total Portfolio Loans | 2.98 | % | 3.41 | % | 1.83 | % |
Net Interest Income
Our principal source of revenue is net interest income. Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the average balance of interest-earning assets, interest-bearing liabilities, as well as changes in interest rates and spreads. The level and mix of interest-earning assets and interest-bearing liabilities is managed by our Asset and Liability Committee (“ALCO”), in order to mitigate interest rate and liquidity risks of the balance sheet. A variety of ALCO strategies were implemented, within prescribed ALCO risk parameters, to produce what the Company believes is an acceptable level of net interest income.
Net interest income and the net interest margin are presented on an FTE basis. The FTE basis (non-GAAP) adjusts net interest income and net interest margin for the tax benefit of income on certain tax-exempt loans and securities using the applicable federal statutory tax rate for each period (which was 21% for the periods presented) and the dividend-received deduction for equity securities. The Company believes this FTE basis presentation provides a relevant comparison between taxable and non-taxable sources of interest income. Refer to the “Explanation of Use of Non-GAAP Financial Measures” above for additional discussion regarding the non-GAAP measures used in this Annual Report on Form 10-K.
The following table reconciles interest and dividend income (GAAP), yield on interest-earning assets (GAAP), net interest margin (GAAP) and net interest income per the Consolidated Statements of Income (Loss) to interest and dividend income on an FTE basis (non-GAAP), yield on interest-earning assets on an FTE basis (non-GAAP), net interest margin on an FTE basis (non-GAAP) and net interest income on an FTE basis (non-GAAP), respectively, for the periods presented:
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Interest and Dividend Income (GAAP) | $ | 160,182 | $ | 133,897 | $ | 140,941 | |||||
| Tax Equivalent Adjustment | 1,143 | 1,492 | 2,375 | ||||||||
| Interest and Dividend Income (FTE) (Non-GAAP) | 161,325 | 135,389 | 143,316 | ||||||||
| Average Earning Assets | 4,023,634 | 3,971,640 | 3,833,681 | ||||||||
| Yield on Interest-earning Assets (GAAP) | 3.98 | % | 3.37 | % | 3.68 | % | |||||
| Yield on Interest-earning Assets (FTE) (Non-GAAP) | 4.01 | % | 3.41 | % | 3.74 | % | |||||
| Net Interest Income | 139,928 | 111,183 | 105,115 | ||||||||
| Tax Equivalent Adjustment | 1,143 | 1,492 | 2,375 | ||||||||
| Net Interest Income (FTE) (Non-GAAP) | $ | 141,071 | $ | 112,675 | $ | 107,490 | |||||
| Average Earning Assets | 4,023,634 | 3,971,640 | 3,833,681 | ||||||||
| Net Interest Margin (GAAP) | 3.48 | % | 2.80 | % | 2.74 | % | |||||
| Net Interest Margin (FTE) (Non-GAAP) | 3.51 | % | 2.84 | % | 2.80 | % |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Average Balance Sheet and Net Interest Income Analysis (FTE)
Total net interest income increased $28.7 million, or 25.9% to $139.9 million for the year ended December 31, 2022 compared to the same period in 2021. The increase for the year ended December 31, 2022 compared to the same period in 2021 was primarily due to an increase in average interest-earning assets of $52.0 million and higher interest rate yields on interest-earning assets of 61 basis points due to the rising interest rate environment during fiscal year 2022. Net interest income, on an FTE basis (non-GAAP), increased $28.4 million, or 25.2%, to $141.1 million for the year ended December 31, 2022 compared to $112.7 million for the same period in 2021. The increases in net interest income, on an FTE basis (non-GAAP), was driven by an increase in interest income of $25.9 million and lower interest expense of $2.5 million for the year ended December 31, 2022 when compared to the same period in 2021. Net interest margin increased 68 basis points to 3.48% for the year ended December 31, 2022 compared to 2.80% for the same period in 2021. Net interest margin, on an FTE basis (non-GAAP), increased 67 basis points to 3.51% for the year ended December 31, 2022 compared to 2.84% for the same period in 2021.
The Company continues to focus on the expansion of net interest income and net interest margin. The full year of 2022 was positively impacted by an increase in the yield on loans and investment securities due to the rising interest rate environment as well as the continued decline in funding costs. The full year of 2022 was also positively impacted by enhanced pricing on loans related to one large credit relationship. Certain of these loans may not be renewed at maturity and/or may not otherwise impact the net interest income and net interest margin as significantly in future periods. In addition, rising market interest rates may begin to increase the Company’s funding costs in future periods.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table provides information regarding the average balances, interest and rates earned on interest-earning assets and the average balances, interest and rates paid on interest-bearing liabilities for the years ended December 31:
| (Dollars in Thousands) | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Balance | Income/ Expense | Yield/Rate | Average Balance | Income/ Expense | Yield/Rate | AverageBalance(3) | Income/ Expense | Yield/Rate | |||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 50,797 | $ | 341 | 0.67 | % | $ | 194,492 | $ | 271 | 0.14 | % | $ | 104,526 | $ | 302 | 0.29 | % | |||||||||||||||
| Tax-Free Investment Securities (2) | 30,109 | 877 | 2.91 | % | 34,171 | 1,116 | 3.27 | % | 47,364 | 1,567 | 3.31 | % | |||||||||||||||||||||
| Taxable Investment Securities | 950,557 | 20,330 | 2.14 | % | 798,672 | 12,442 | 1.56 | % | 697,408 | 14,264 | 2.05 | % | |||||||||||||||||||||
| Total Securities | 980,666 | 21,207 | 2.16 | % | 832,843 | 13,558 | 1.63 | % | 744,772 | 15,831 | 2.13 | % | |||||||||||||||||||||
| Tax-Free Loans (1)(2) | 144,617 | 4,569 | 3.16 | % | 189,716 | 5,991 | 3.16 | % | 307,023 | 9,739 | 3.17 | % | |||||||||||||||||||||
| Taxable Loans (1) | 2,844,303 | 135,054 | 4.75 | % | 2,751,169 | 115,448 | 4.20 | % | 2,672,435 | 117,226 | 4.39 | % | |||||||||||||||||||||
| Total Loans | 2,988,920 | 139,623 | 4.67 | % | 2,940,885 | 121,439 | 4.13 | % | 2,979,458 | 126,965 | 4.26 | % | |||||||||||||||||||||
| Federal Home Loan Bank Stock | 3,251 | 154 | 4.74 | % | 3,420 | 121 | 3.54 | % | 4,925 | 218 | 4.43 | % | |||||||||||||||||||||
| Total Interest-Earning Assets | 4,023,634 | 161,325 | 4.01 | % | 3,971,640 | 135,389 | 3.41 | % | 3,833,681 | 143,316 | 3.74 | % | |||||||||||||||||||||
| Noninterest Earning Assets | 117,135 | 170,856 | 276,473 | ||||||||||||||||||||||||||||||
| Total Assets | 4,140,769 | 4,142,496 | 4,110,154 | ||||||||||||||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||
| Interest-Bearing Demand | 489,298 | 1,578 | 0.32 | % | $ | 413,714 | $ | 1,007 | 0.24 | % | $ | 321,036 | $ | 1,140 | 0.36 | % | |||||||||||||||||
| Money Market | 521,269 | 1,842 | 0.35 | % | 383,391 | 1,130 | 0.29 | % | 197,225 | 924 | 0.47 | % | |||||||||||||||||||||
| Savings | 720,682 | 742 | 0.10 | % | 663,382 | 682 | 0.10 | % | 599,637 | 632 | 0.11 | % | |||||||||||||||||||||
| Certificates of Deposit | 1,271,548 | 14,454 | 1.14 | % | 1,484,436 | 19,427 | 1.31 | % | 1,818,837 | 32,695 | 1.80 | % | |||||||||||||||||||||
| Total Interest-Bearing Deposits | 3,002,797 | 18,616 | 0.62 | % | 2,944,923 | 22,246 | 0.76 | % | 2,936,735 | 35,391 | 1.21 | % | |||||||||||||||||||||
| FHLB Borrowings | 29,849 | 1,163 | 3.90 | % | 25,986 | 313 | 1.20 | % | 30,628 | 361 | 1.18 | % | |||||||||||||||||||||
| Federal Funds Purchased | 5,711 | 188 | 3.29 | % | — | — | — | % | 55 | 1 | 1.82 | % | |||||||||||||||||||||
| Other Borrowings | 5,885 | 287 | 4.88 | % | 3,167 | 155 | 4.89 | % | 1,408 | 73 | 5.18 | % | |||||||||||||||||||||
| Total Borrowings | 41,445 | 1,638 | 3.95 | % | 29,153 | 468 | 1.61 | % | 32,091 | 435 | 1.36 | % | |||||||||||||||||||||
| Total Interest-Bearing Liabilities | 3,044,242 | 20,254 | 0.67 | % | 2,974,076 | 22,714 | 0.76 | % | 2,968,826 | 35,826 | 1.21 | % | |||||||||||||||||||||
| Noninterest-Bearing Liabilities | 746,117 | 769,401 | 667,914 | ||||||||||||||||||||||||||||||
| Shareholders' Equity | 350,410 | 399,019 | 473,414 | ||||||||||||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | 4,140,769 | 4,142,496 | 4,110,154 | ||||||||||||||||||||||||||||||
| Net Interest Income (2) | $ | 141,071 | $ | 112,675 | $ | 107,490 | |||||||||||||||||||||||||||
| Net Interest Margin (2) | 3.51 | % | 2.84 | % | 2.80 | % |
(1)Nonaccruing loans are included in the daily average loan amounts outstanding.
(2)Tax-exempt income is on an FTE basis using the statutory federal corporate income tax rate of 21 percent.
(3)Loan and deposit balances include held-for-sale transactions in connection with sale of Bank branches.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Interest income increased $26.3 million, or 19.6% for 2022 compared to 2021. Interest income, on an FTE basis (non-GAAP), increased $25.9 million, or 19.2%, for 2022 compared to 2021. The change was primarily due to increases in average interest-earning assets of $52.0 million for 2022, and higher interest rate yields on interest-earning assets of 60 basis points compared to 2021 due to the rising interest rate environment in fiscal year 2022. Average interest-bearing deposits with banks decreased $143.7 million in 2022, and the average rate paid increased 53 basis points for 2022 compared to 2021 as funds were deployed into higher yielding loans and securities.
Average loan balances increased $48.0 million primarily influenced by the consistent loan growth in 2022 as compared to 2021. The average rate earned on loans increased 54 basis points for 2022 compared to 2021 primarily due to increased short-term interest rates during 2022. At December 31, 2022, the loan portfolio was comprised of 26.8% floating rate loans which reprice monthly, 41.2% variable rate loans that reprice at least once during the life of the loan and 32.0% fixed rate loans that do not reprice during the life of the loan.
Average investment securities increased $147.8 million and the average rate earned increased 53 basis points for 2022 compared to 2021. The change in investment securities is the result of active balance sheet management to deploy excess cash combined with the continued decline in fair value. The portfolio has been diversified as to bond types, maturities, and interest rate structures. As of December 31, 2022, the securities portfolio was comprised of 47.3% variable rate securities with approximately 45.8% that will reprice at least once over the next 12 months. Having a significant percentage of variable rate securities is an important strategy during times of rising interest rates because fixed-rate bond prices generally fall when interest rates increase, which can result in unrealized losses. However, variable rate securities do not carry as much interest rate risk so there is much less price volatility. This variable rate structure is expected to limit the impact of rising rates on the Company’s unrealized losses on debt securities.
Interest expense decreased $2.5 million for 2022 compared to 2021. The decrease was primarily due to the intentional runoff of higher cost certificates of deposits (“CDs”) in 2021 and the first half of 2022. Interest expense on deposits decreased $3.6 million for 2022 compared to 2021 primarily due to the decline in the average balance of CDs and the reduction in average rates paid on CDs. The decrease of $212.9 million or 14.3% in the average balance of CDs for 2022 compared to 2021 was primarily due to the aforementioned intentional runoff of these higher cost CDs. The average balances on our interest-bearing core deposits, including money market accounts, interest-bearing demand accounts and savings accounts increased by $137.9 million, $75.6 million and $57.3 million, respectively, for the year ended December 31, 2022, compared to the same period in 2021. The average rates paid on interest-bearing demand accounts increased eight basis points for the year ended December 31, 2022 and the average rate paid on money market accounts increased six basis points for the year ended December 31, 2022, when compared to the same period in 2021. The average rates paid on savings accounts for the year ended December 31, 2022 compared to the same period in 2021 remained unchanged. Overall, the cost of interest-bearing liabilities decreased nine basis points for 2022 compared to 2021. Due to historically low market interest rates during 2021 and the first half of 2022, the Company was able to migrate away from higher rate CDs and grow lower yielding, more liquid products. During the second half of 2022 market interest rates increased quickly providing new incentives for customers to seek out higher yielding CDs.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table sets forth for the periods presented a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:
| 2022 Compared to 2021 | 2021 Compared to 2020 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Volume(3) | Rate(3) | Increase/ (Decrease) | Volume(3) | Rate(3) | Increase/ (Decrease) | |||||||||||||||||
| Interest Earned on: | |||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | (324) | $ | 394 | $ | 70 | $ | 177 | $ | (208) | $ | (31) | |||||||||||
| Tax-Free Investment Securities (2) | (125) | (114) | (239) | (431) | (20) | (451) | |||||||||||||||||
| Taxable Investment Securities | 2,664 | 5,224 | 7,888 | 1,884 | (3,706) | (1,822) | |||||||||||||||||
| Total Securities | 2,539 | 5,110 | 7,649 | 1,453 | (3,726) | (2,273) | |||||||||||||||||
| Tax-Free Loans (1)(2) | (1,425) | 3 | (1,422) | (3,705) | (43) | (3,748) | |||||||||||||||||
| Taxable Loans (1) | 4,013 | 15,593 | 19,606 | 3,393 | (5,171) | (1,778) | |||||||||||||||||
| Total Loans | 2,588 | 15,596 | 18,184 | (312) | (5,214) | (5,526) | |||||||||||||||||
| Federal Home Loan Bank Stock | (6) | 39 | 33 | (58) | (39) | (97) | |||||||||||||||||
| Total Interest-Earning Assets | $ | 4,797 | $ | 21,139 | $ | 25,936 | $ | 1,260 | $ | (9,187) | $ | (7,927) | |||||||||||
| Interest Paid on: | |||||||||||||||||||||||
| Interest-Bearing Demand | $ | 205 | $ | 366 | $ | 571 | $ | 280 | $ | (413) | $ | (133) | |||||||||||
| Money Market | 458 | 254 | 712 | 640 | (434) | 206 | |||||||||||||||||
| Savings | 59 | 1 | 60 | 66 | (16) | 50 | |||||||||||||||||
| Certificates of Deposit | (2,595) | (2,378) | (4,973) | (5,352) | (7,916) | (13,268) | |||||||||||||||||
| Total Interest-Bearing Deposits | (1,873) | (1,757) | (3,630) | (4,366) | (8,779) | (13,145) | |||||||||||||||||
| Federal Funds Purchased | 188 | — | 188 | — | (1) | (1) | |||||||||||||||||
| FHLB Borrowings | 53 | 797 | 850 | (56) | 8 | (48) | |||||||||||||||||
| Other Borrowings | 133 | (1) | 132 | 86 | (4) | 82 | |||||||||||||||||
| Total Borrowings | 374 | 796 | 1,170 | 30 | 3 | 33 | |||||||||||||||||
| Total Interest-Bearing Liabilities | $ | (1,499) | $ | (961) | $ | (2,460) | $ | (4,336) | $ | (8,776) | $ | (13,112) | |||||||||||
| Change in Net Interest Margin | $ | 6,296 | $ | 22,100 | $ | 28,396 | $ | 5,596 | $ | (411) | $ | 5,185 |
(1) Nonaccruing loans are included in the daily average loan amounts outstanding.
(2) Tax-exempt income is on an FTE basis (non-GAAP) using the statutory federal corporate income tax rate of 21 percent.
(3) Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
Provision (Recovery) for Credit Losses
The Company recognizes provision (recovery) for the ACL based on the difference between the existing balance of ACL reserves and the ACL reserve balance necessary to adequately absorb expected credit losses associated with the Company’s financial instruments. Similarly, the Company recognizes provision (recovery) expense for unfunded commitments based on the difference between the existing balance of reserves for unfunded commitments and the reserve balance for unfunded commitments necessary to adequately absorb expected credit losses associated with those commitments. The Company adopted ASU 2016-03 on January 1, 2021, and increased the ACL by $64.5 million, for the Day 1 adjustment which included $61.6 million to the ACL and $2.9 million related to the life-of-loan reserve on unfunded loan commitments.
The ACL as a percentage of total portfolio loans was 2.98% at December 31, 2022 and 3.41% at December 31, 2021. The provision (recovery) for credit losses decreased $0.9 million to $2.4 million for the year ended 2022 compared to year ended 2021. The decrease for the full year of 2022 was primarily driven by the release of $7.0 million of reserves that were allocated to the other segment due to principal pay-downs, partially offset by strong loan growth, increased qualitative reserves of $3.0 million, and net charge-offs of $4.5 million. The increase in qualitative reserves were factors attributable to the residential mortgage and commercial construction portfolios. Project costs continue to escalate due to supply chain and labor disruptions as well as increased material costs. Supply chain and labor disruptions cause the overall construction duration to increase, increasing interest costs to the borrower. The Bank has observed a handful of significant cost overruns on Commercial Real Estate, (“CRE”) projects. To date, these cost overruns have either been funded by the borrower and/or project sponsors or
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partially funded by the Bank within acceptable underwriting guidelines. The Company continues to monitor these trends by diligently collecting data on commercial construction projects and analyzing risk presented to the Company’s loan portfolio.
A provision of $0.5 million was recorded in 2022 related to the provision for unfunded commitments primarily related to increases in construction commitments.
Net charge-offs were $4.5 million for the full year 2022 compared to $23.1 million for the full year 2021. During 2022, net charge-offs were primarily included in the commercial and industrial, (“C&I”), and other consumer segments. Net charge-offs of $23.1 million during the full year 2021 was primarily attributable to the resolution of five problem relationships, in which the majority of losses were anticipated and previously reserved. As a percentage of average portfolio loans, on an annualized basis, net charge-offs were 0.15% and 0.79% for the years ended 2022 and 2021, respectively. See the “Allowance for Credit Losses” section of this MD&A for additional details regarding our charge-offs.
Nonperforming loans (“NPLs”) decreased at December 31, 2022 by $0.8 million, or 10.2% to $6.6 million compared to $7.4 million at December 31, 2021. The decrease was primarily due to a significant reduction of our largest NPL relationship in addition to pay-downs on other existing NPLs, all offset by a new NPL in the amount of $1.2 million. NPLs as a percentage of total portfolio loans were 0.21% at December 31, 2022 compared to 0.26% at December 31, 2021. See the “Credit Quality” section of this MD&A for more detail on our NPLs.
Discussion of net interest income for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Net Interest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
Noninterest Income
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2022 | 2021 | $ Change | % Change | |||||||||||
| Gain on Sales of Securities, net | $ | 46 | $ | 6,869 | $ | (6,823) | (99.3) | % | |||||||
| Service Charges, Commissions and Fees | 7,168 | 6,662 | 506 | 7.6 | % | ||||||||||
| Debit Card Interchange Fees | 7,427 | 7,226 | 201 | 2.8 | % | ||||||||||
| Insurance Commissions | 1,961 | 1,901 | 60 | 3.2 | % | ||||||||||
| Bank Owned Life Insurance Income | 1,357 | 1,380 | (23) | (1.7) | % | ||||||||||
| Gains on Sales and Write-downs of Bank Premises, net | 73 | — | 73 | NM | |||||||||||
| Other Real Estate Owned Income | 50 | 90 | (40) | (44.4) | % | ||||||||||
| Commercial Loan Swap Fee Income | 774 | 2,416 | (1,642) | (68.0) | % | ||||||||||
| Other | 2,862 | 2,337 | 525 | 22.5 | % | ||||||||||
| Total Noninterest Income | $ | 21,718 | $ | 28,881 | $ | (7,163) | (24.8) | % |
Total noninterest income decreased $7.2 million, or 24.8%, to $21.7 million for the year ended December 31, 2022 when compared to December 31, 2021. The decrease was primarily related to declines of $6.8 million in net security gains for the year ended December 31, 2022 when compared to December 31, 2021. The decline in security gains during 2022 was due to the rising interest rate environment resulting in lower securities prices in the market that discouraged sales.
Changes in total noninterest income for the year ended December 31, 2022 also included a decrease of $1.6 million in commercial loan swap fee income due to the timing and demand for this product in the current rising interest rate environment. Offsetting the decreases were increases of $0.5 million in other noninterest income related to the unwind of two completed historic tax credit partnerships, a $0.5 million increase in service charges on deposit accounts primarily driven by volume, and $0.2 million in debit card interchange fees driven by higher customer activity.
Discussion of noninterest income for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Noninterest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
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Noninterest Expense
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||||||
| Salaries and Employee Benefits | $ | 52,399 | $ | 54,157 | $ | (1,758) | (3.2) | % | |||||||
| Occupancy Expense, net | 13,527 | 13,556 | (29) | (0.2) | % | ||||||||||
| FDIC Insurance Expense | 2,015 | 2,157 | (142) | (6.6) | % | ||||||||||
| Other Taxes | 3,319 | 3,129 | 190 | 6.1 | % | ||||||||||
| Advertising Expense | 1,434 | 952 | 482 | 50.6 | % | ||||||||||
| Telephone Expense | 1,781 | 2,208 | (427) | (19.3) | % | ||||||||||
| Professional and Legal Fees | 5,818 | 5,255 | 563 | 10.7 | % | ||||||||||
| Data Processing Expense | 4,051 | 3,758 | 293 | 7.8 | % | ||||||||||
| Losses on Sales and Write-downs of Other Real Estate Owned, net | 432 | 3,622 | (3,190) | (88.1) | % | ||||||||||
| Losses on Sales and Write-downs of Bank Premises, net | — | 231 | (231) | (100.0) | % | ||||||||||
| Debit Card Expense | 2,750 | 2,777 | (27) | (1.0) | % | ||||||||||
| Tax Credit Amortization | 621 | 1,708 | (1,087) | (63.6) | % | ||||||||||
| Other Real Estate Owned Expense | 343 | 407 | (64) | (15.7) | % | ||||||||||
| Other | 8,511 | 8,368 | 143 | 1.7 | % | ||||||||||
| Total Noninterest Expense | $ | 97,001 | $ | 102,285 | $ | (5,284) | (5.2) | % |
Total noninterest expense decreased $5.3 million to $97.0 million for the full year 2022, when compared to the full year 2021. For the full year 2022 the most significant decrease for the period was a decline of $3.2 million in losses on sales and write-downs of other real estate owned (“OREO”), net, due to nonrecurring write-downs related to closed bank branches in 2021. Also impacting the decrease was a $1.8 million decrease in salaries and employee benefits, $1.1 million decrease in tax credit amortization, $0.4 million decrease in telephone expenses and $0.2 million decrease in losses on sales and write-downs of bank premises, net. Offsetting these decreases were increases of $0.6 million in professional and legal fees, $0.5 million in advertising expenses and $0.3 million in data processing expenses.
The decrease in salaries and employee benefits related to lower salaries of $1.3 million, lower medical expenses of $1.7 million, the impact from our retail branch optimization project, offset by a $1.0 million one-time inflationary bonus for associates in 2022. The decrease in tax credit amortization was primarily due to reversing amortization expense as a result of updated information from the developer which extended the in-service date to 2023 for one of the Company’s historic tax credit partnerships during the third quarter of 2022. The $0.4 million decline in telephone expenses is due to the implementation of a new telephone system during 2022. The increases for the full year 2022 compared to the same period of 2021 included $0.6 million in professional and legal fees which was due to increased consulting fees in our retail and operations areas, the increase of $0.5 million in advertising expenses due to marketing efforts and timing of various promotions, as well as an increase of $0.3 million in data processing expenses related to our online banking platform.
Discussion of noninterest expense for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Noninterest Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Provision for Income Taxes
The provision for income taxes increased $7.5 million to $11.6 million for the year ended December 31, 2022 compared to $4.1 million for December 31, 2021. Pre-tax income increased $26.0 million for the year ended 2022 compared to 2021. Our effective tax rate was 18.8% for the year ended December 31, 2022 compared to 11.5% for December 31, 2021. The increase in the effective tax rate is primarily due to a higher level of pre-tax income and lower level of tax-exempt interest income and updated information from the developer extending the in-service date on a new tax credit from 2022 to 2023. The Company ordinarily generates an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest income, tax credit projects and Bank Owned Life Insurance (“BOLI”).
Discussion of provision for income taxes for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Provision for Income Taxes” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
Financial Condition
December 31, 2022
Total assets increased $70.8 million, or 1.7%, to $4.2 billion at December 31, 2022 compared to December 31, 2021. Federal Reserve Bank excess reserves decreased $170.9 million to $5.3 million at December 31, 2022 from $176.2 million at December 31, 2021 due to redeploying excess cash into higher yielding loans and securities.
Total portfolio loans increased $336.8 million, or 12.0%, to $3.1 billion at December 31, 2022 compared to December 31, 2021 primarily due to consistent loan growth during the year. The variances in loan segments for portfolio loans related to increases of $200.0 million in residential mortgages, $147.3 million in CRE loans, and $70.6 million in construction loans, offset by decreases of $45.4 million in the other category, $35.6 million in C&I loans and $0.1 million in other consumer loans. At January 1, 2021, the initial break-out of Other loans related to the adoption of Topic 326 totaled $379.9 million consisting of $140.8 million of CRE, $78.1 million of C&I, $50.8 million of Residential Mortgages and $110.2 million of Construction. This segment of loans has unique risk attributes considered inconsistent with current underwriting standards. The analysis applied to this segment resulted in an expected credit loss of $51.3 million at adoption. The Company had no loans held-for-sale at December 31, 2022 and $0.2 million at December 31, 2021.
Other real estate owned, (“OREO”), decreased $2.5 million at December 31, 2022 compared to December 31, 2021 due to sales and payments of OREO. Closed retail bank office carrying values increased $0.1 million and have a remaining book value of $1.1 million at December 31, 2022 compared to $1.0 million at December 31, 2021. During 2022, $1.9 million in properties were sold and two properties totaling $0.9 million were closed and moved to OREO, but remain to be sold. OREO related to foreclosed assets decreased $2.6 million at December 31, 2022 compared to December 31, 2021.
The securities portfolio decreased $86.1 million and is currently 19.9% of total assets at December 31, 2022 compared to 22.3% of total assets at December 31, 2021. The decrease is due to the Company’s strategy of redeploying securities maturities into higher yielding loan growth, as well as the continued decline in fair value due to rising interest rates. At December 31, 2022, total gross unrealized gains in the available-for-sale portfolio were $0.3 million, offset by $109.7 million of gross unrealized losses. Refer to the “Securities” section below for further discussion of unrealized losses in the available-for-sale securities portfolio.
Total deposits decreased $68.2 million to $3.6 billion at December 31, 2022 compared to December 31, 2021. The decreases included $82.8 million decrease in CDs due to the intentional runoff of higher cost CDs, a decline of $44.6 million in noninterest-bearing demand accounts and a decrease of $6.3 million in savings accounts. These decreases were offset by an increase of $44.3 million in interest-bearing demand accounts and an increase of $21.2 million in money market accounts. At December 31, 2022, noninterest-bearing deposits comprised 19.4% of total deposits compared to 20.2% at December 31, 2021. CDs comprised 34.7% of total deposits at December 31, 2022 and 36.3% at December 31, 2021. The decline in deposit balances can be attributed to the competitive market given the rising interest rate environment.
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Total capital decreased by $79.0 million or 19.4% to $328.6 million at December 31, 2022 compared to $407.6 million at December 31, 2021. The decrease in equity was primarily due to a $87.3 million, net of tax, decrease in other comprehensive loss due to declines in the fair value of available-for-sale securities, a $42.9 million decrease related to the repurchase of common stock through December 31, 2022, partially offset by net income of $50.1 million for the year ended December 31, 2022 that was retained by the Company. The remaining difference of $1.1 million is related to stock-based compensation expense during 2022.
The ACL was 2.98% of total portfolio loans at December 31, 2022 compared to 3.41% as of December 31, 2021. General reserves as a percentage of total portfolio loans were 2.96% at December 31, 2022 compared to 3.38% at December 31, 2021. The decrease in the general reserves as a percentage of total portfolio loans was primarily driven by the release of $7.0 million of reserves that were allocated to the other segment due to principal pay-downs, throughout 2022, partially offset by strong loan growth, increased qualitative reserves of $3.0 million, and net charge-offs of $4.5 million. Management believes, the ACL is adequate to absorb expected losses inherent in the loan portfolio.
The Company remains well capitalized. Our Tier 1 capital ratio decreased to 12.61% at December 31, 2022 compared to 14.21% at December 31, 2021. Our leverage ratio was 10.29% at December 31, 2022, compared to 10.62% at December 31, 2021 and total risk-based capital ratio was 13.86% at December 31, 2022 compared to 15.46% at December 31, 2021.The decrease is primarily related to the aforementioned repurchase of common stock of $42.9 million through December 31, 2022. We adopted Current Expected Credit Losses (“CECL”) effective January 1, 2021 and elected to implement the regulatory agencies’ capital transition relief over the permissible three-year period.
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Securities
The following table presents the composition of available-for-sale securities for the periods presented:
| (Dollars in Thousands) | 2022 | 2021 | $ Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Treasury Securities | $ | 17,866 | $ | 4,413 | $ | 13,453 | |||||
| U.S. Government Agency Securities | 49,764 | 73,534 | (23,770) | ||||||||
| Residential Mortgage-Backed Securities | 103,685 | 110,013 | (6,328) | ||||||||
| Commercial Mortgage-Backed Securities | 34,675 | 43,026 | (8,351) | ||||||||
| Other Commercial Mortgage-Backed Securities | 22,399 | 14,146 | 8,253 | ||||||||
| Asset Backed Securities | 141,383 | 151,450 | (10,067) | ||||||||
| Collateralized Mortgage Obligations | 176,622 | 203,881 | (27,259) | ||||||||
| States and Political Subdivisions | 228,146 | 262,202 | (34,056) | ||||||||
| Corporate Notes | 61,733 | 59,735 | 1,998 | ||||||||
| Total Debt Securities | $ | 836,273 | $ | 922,400 | $ | (86,127) |
The balances and average rates of our securities portfolio are presented below as of December 31:
| (Dollars in Thousands) | 2022 | 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance | Weighted- Average Yield | Balance | Weighted- Average Yield | |||||||||||
| U.S. Treasury Securities | $ | 17,866 | 1.43 | % | $ | 4,413 | 1.35 | % | ||||||
| U.S. Government Agency Securities | 49,764 | 4.29 | % | 73,534 | 1.37 | % | ||||||||
| Residential Mortgage-Backed Securities | 103,685 | 2.90 | % | 110,013 | 0.44 | % | ||||||||
| Commercial Mortgage-Backed Securities | 34,675 | 4.52 | % | 43,026 | 1.72 | % | ||||||||
| Other Commercial Mortgage-Backed Securities | 22,399 | 2.65 | % | 14,146 | 2.02 | % | ||||||||
| Asset Backed Securities | 141,383 | 4.04 | % | 151,450 | 1.70 | % | ||||||||
| Collateralized Mortgage Obligations | 176,622 | 3.56 | % | 203,881 | 0.69 | % | ||||||||
| States and Political Subdivisions | 228,146 | 2.38 | % | 262,202 | 2.41 | % | ||||||||
| Corporate Notes | 61,733 | 3.87 | % | 59,735 | 4.08 | % | ||||||||
| Total Securities Available-for-Sale | $ | 836,273 | 3.24 | % | $ | 922,400 | 1.65 | % |
The Company invests in various securities in order to maintain a source of liquidity, to satisfy various pledging requirements, to increase net interest income and as a tool of the ALCO to diversify and reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to the Company. Security purchases are subject to the Company’s Investment Policy approved annually by the Board and administered through ALCO and the Company’s treasury function.
The securities portfolio decreased $86.1 million at December 31, 2022 compared to December 31, 2021. Securities comprise 19.9% of total assets at December 31, 2022 compared to 22.3% at December 31, 2021. The decrease is due to the Company’s strategy of redeploying securities maturities into higher yielding loan growth, as well as the continued decline in fair value due to rising interest rates. We have further diversified the securities portfolio as to bond types, maturities and interest rate structures.
At December 31, 2022, total gross unrealized gains in the available-for-sale portfolio were $0.3 million offset by $109.7 million of gross unrealized losses. At December 31, 2021, total gross unrealized gains in the available-for-sale portfolio were $10.0 million offset by $7.8 million of gross unrealized losses.
The unrealized losses on debt securities are believed to be temporary primarily because these unrealized losses are due to reductions in market value caused by upward movement in interest rates, and not related to the credit quality of these securities. Our portfolio consists of 49.2% of securities issued by United States government sponsored entities and carry an implicit government guarantee. States and political subdivisions comprise 29.8% of the portfolio and largely general obligation or
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
essential purpose revenue bonds, which have performed very well historically over all business cycles, and are rated AA and AAA. We have the intent and ability to hold these securities to maturity and expect full recovery of the amortized cost.
The Company’s investment securities with intermediate and long-term maturities were the largest driver of these gross unrealized losses, as the market values of these securities are significantly impacted by the Treasury yield curve for similar durations (i.e., 5-year and 10-year Treasury securities). This portion of the Treasury yield curve has moved significantly upward over the past year, driving unrealized losses on these securities higher. Although the Federal Reserve continues its aggressive effort to raise short-term interest rates to combat inflation, the Company does not expect higher short-term rates to adversely impact the fair values of the Company’s investment securities to the same extent as increases in longer-term rates. The Company expects that higher short-term rates may improve yields on certain of the Company’s variable rate securities within the next six to twelve months.
At December 31, 2021, the 5-year and 10-year U.S. Treasury yields were 1.26% and 1.52%, respectively. At December 31, 2022, those same bond yields were 3.99% and 3.88%, respectively. Therefore, this increase of 273 and 236 basis points, respectively in the intermediate part of the yield curve largely caused the reduction in bond prices for fixed rate bonds in that maturity range. The effects were generally greater for longer maturity bonds, such as municipal bonds. On the other hand, floating rate bonds largely held consistent values, as those interest rates adjust in line with Federal Reserve interest rate hikes.
Should the impairment of any of these securities become credit related, the cost basis of the investment will be reduced and the resulting loss will be recognized in net income in the period the credit related impairment is identified, while any non-credit loss will be recognized in other comprehensive loss. At December 31, 2022 and December 31, 2021, the Company had no credit related net investment impairment losses.
The following table sets forth the maturities of securities at December 31, 2022 and the weighted average yields of such securities.
Available-for-Sale Securities
| (Dollars in Thousands) | Maturing | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Within One Year | After One But Within Five Years | After Five But Within Ten Years | After Ten Years | |||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||
| U.S. Treasury Securities | $ | — | — | % | $ | 14,080 | 1.46 | % | $ | 3,786 | 1.35 | % | $ | — | — | % | ||||||||||||
| U.S. Government Agency Securities | — | — | % | 1,745 | 4.14 | % | 48,019 | 4.30 | % | — | — | % | ||||||||||||||||
| Residential Mortgage-Backed Securities(2) | — | — | % | — | — | % | — | — | % | 103,685 | 2.90 | % | ||||||||||||||||
| Commercial Mortgage-Backed Securities(2) | — | — | % | 631 | 5.70 | % | 10,013 | 4.01 | % | 24,031 | 4.72 | % | ||||||||||||||||
| Other Commercial Mortgage-Backed Securities(2) | — | — | % | — | — | % | — | — | % | 22,399 | 2.65 | % | ||||||||||||||||
| Asset Backed Securities(2) | — | — | % | — | — | % | 70,943 | 3.10 | % | 70,440 | 5.04 | % | ||||||||||||||||
| Collateralized Mortgage Obligations(2) | — | — | % | — | — | % | 5,354 | 1.34 | % | 171,268 | 3.63 | % | ||||||||||||||||
| States and Political Subdivisions | 200 | 5.21 | % | 3,453 | 2.19 | % | 82,829 | 2.19 | % | 141,664 | 2.49 | % | ||||||||||||||||
| Corporate Notes | — | — | % | — | — | % | 61,733 | 3.87 | % | — | — | % | ||||||||||||||||
| Total | $ | 200 | $ | 19,909 | $ | 282,677 | $ | 533,487 | ||||||||||||||||||||
| Weighted Average Yield(1) | 5.21 | % | 1.94 | % | 3.14 | % | 3.34 | % |
(1)Weighted -average yields are calculated on a taxable-equivalent basis using the federal statutory tax rate of 21 percent.
(2) Securities not due at a single maturity date
At December 31, 2022 the Company had no held-to-maturity securities; however, if at a future date we classify securities as held-to-maturity, our disclosures will show the weighted average yield for each range of maturities.
At December 31, 2022, the Company held 54.2% fixed rate and 45.8% floating rate securities. The floating rate securities may have a stated maturity greater than ten years, but the interest rate generally adjusts monthly. Therefore, the duration on these securities is short, generally less than one year, and will therefore not be as sensitive to interest rate changes.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Refer to Note 4, Investment Securities, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our securities.
Loan Composition
The following table summarizes our loan portfolio as of the periods presented:
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||
| Commercial | |||||||||||||||||||
| Commercial Real Estate | $ | 1,470,562 | $ | 1,323,252 | $ | 1,453,799 | $ | 1,365,310 | $ | 1,359,036 | |||||||||
| Commercial and Industrial | 309,792 | 345,376 | 557,164 | 621,667 | 661,870 | ||||||||||||||
| Total Commercial Loans | 1,780,354 | 1,668,628 | 2,010,963 | 1,986,977 | 2,020,906 | ||||||||||||||
| Consumer | |||||||||||||||||||
| Residential Mortgages | 657,948 | 457,988 | 472,170 | 514,538 | 397,280 | ||||||||||||||
| Other Consumer | 44,562 | 44,666 | 57,647 | 73,688 | 73,058 | ||||||||||||||
| Total Consumer Loans | 702,510 | 502,654 | 529,817 | 588,226 | 470,338 | ||||||||||||||
| Construction | 353,553 | 282,947 | 406,390 | 309,563 | 212,548 | ||||||||||||||
| Other | 312,496 | 357,900 | — | — | — | ||||||||||||||
| Total Portfolio Loans | 3,148,913 | 2,812,129 | 2,947,170 | 2,884,766 | 2,703,792 | ||||||||||||||
| Loans Held-for-Sale | — | 228 | 25,437 | 19,714 | 2,559 | ||||||||||||||
| Loans Held-for-Sale in Connection with Sale of Bank Branches, at the lower of cost or fair value | — | — | 9,835 | — | — | ||||||||||||||
| Total Loans | $ | 3,148,913 | $ | 2,812,357 | $ | 2,982,442 | $ | 2,904,480 | $ | 2,706,351 |
Our loan portfolio represents our most significant source of interest income. The risk that borrowers are unable to pay such obligations is inherent in the loan portfolio. Other conditions such as downturns in the borrower's industry or the overall economic climate can significantly impact the borrower’s ability to pay. For a discussion of the risk factors relevant to our business and operations, please refer to Part I, Item 1A, “Risk Factors,” contained in this Annual Report on Form 10-K for the year ended December 31, 2022.
Total portfolio loans increased $336.8 million, or 12.0% to $3.1 billion at December 31, 2022 compared to $2.8 billion at December 31, 2021 with strong production in our CRE, residential mortgage and construction portfolios. We experienced a decline in total loans during 2021 primarily due to large commercial loan payoffs, $62.2 million of loan sales and mortgage refinancing sold in the secondary markets.
The commercial portfolio is monitored for potential concentrations of credit risk by market, property type and tenant concentrations. The Bank experienced strong growth in the residential mortgage loan portfolio during 2022. However, given the expectation of continued higher mortgage rates next year, we expect more modest growth during future periods. At December 31, 2022, the loan portfolio was comprised of 26.8% floating rate loans which reprice monthly, 41.2% variable rate loans that reprice at least once during the life of the loan, of which a majority of this loan population has one or more repricing events remaining before maturity, and 32.0% fixed rate loans. The Company carefully monitors the loan portfolio, including the potential impact on repayment capacity that our borrowers may experience given the interest rate environment.
Our exposure to the hospitality industry at December 31, 2022 equated to approximately $360.4 million, or 11.4%, of total portfolio loans. These were mostly loans secured by upscale or top tier flagged hotels, which have historically exhibited low leverage and strong operating cash flows. Beginning in the second quarter of 2021, we observed improvements in occupancy and the average daily rates for our hotel clients following sharp declines as a result of the pandemic. However, our clients continue to face challenges with respect to labor, which we believe impedes their ability to turnover rooms resulting in occupancy constraints. This has caused, or may cause, them to operate with lower levels of liquidity and an inability to reserve for capital improvements and could adversely affect their ability to pay property expenses, capital improvements and/or repay existing indebtedness. Contractual payments have been restored since the expiration of our deferral program on June 30, 2021. These developments, together with the current economic conditions, generally, may adversely impact the value of real estate
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
collateral in hospitality and other commercial real estate exposure. As a result, our financial condition, capital levels and results of operations could be adversely affected.
Aggregate commitments to our top 10 credit relationships were $652.5 million at December 31, 2022. The largest relationship of the top 10 represents 47.4% of the aggregate commitments of our top 10 credit relationships.
The following table summarizes our top 10 relationships and a description of industries represented for the periods presented:
| Dollars in Thousands | For the Periods Ending | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Top Ten (10) Relationships | 12/31/2022 | 12/31/2021 | Change | 2022 % of Gross Loans | 2022 % of RBC | |||||||||||||
| 1. Hospitality, agriculture & energy | $ | 309,107 | $ | 350,010 | $ | (40,903) | 9.82 | % | 63.94 | % | ||||||||
| 2. Retail real estate & food services | 55,625 | 56,073 | (448) | 1.77 | % | 11.51 | % | |||||||||||
| 3. Industrial & retail real estate | 41,725 | 45,653 | (3,928) | 1.32 | % | 8.63 | % | |||||||||||
| 4. Multifamily development | 40,000 | 36,720 | 3,280 | 1.27 | % | 8.27 | % | |||||||||||
| 5. Retail real estate | 37,679 | 38,250 | (571) | 1.20 | % | 7.79 | % | |||||||||||
| 6. Hospitality | 35,255 | 35,664 | (409) | 1.12 | % | 7.29 | % | |||||||||||
| 7. Multifamily & student housing | 33,998 | 35,405 | (1,407) | 1.08 | % | 7.03 | % | |||||||||||
| 8. Special / limited use | 33,736 | 33,736 | — | 1.07 | % | 6.98 | % | |||||||||||
| 9. Hospitality | 33,587 | 34,463 | (876) | 1.06 | % | 6.95 | % | |||||||||||
| 10. Multifamily development | 31,790 | 29,389 | 2,401 | 1.01 | % | 6.58 | % | |||||||||||
| Top Ten (10) Relationships | 652,502 | 695,363 | (42,861) | 20.72 | % | 134.97 | % | |||||||||||
| Total Gross Loans | 3,148,913 | 2,812,357 | 336,556 | |||||||||||||||
| % of Total Gross Loans | 20.72 | % | 24.73 | % | (4.01) | % | ||||||||||||
| Concentration (25% of RBC) | $ | 120,863 | $ | 120,781 |
Unfunded commitments on lines of credit were $512.7 million at December 31, 2022 as compared to $433.1 million at December 31, 2021. The majority of unused commitments are for construction projects that will be drawn as the construction completes. Total utilization was 50.3% at December 31, 2022 and 52.2% at December 31, 2021. Unfunded commitments on commercial operating lines of credit was 49.7% at December 31, 2022 and 51.7% at December 31, 2021.
We attempt to limit our exposure to credit risk by diversifying our loan portfolio by segment, geography, collateral and industry while actively managing concentrations. When concentrations exist in certain segments, this risk is mitigated by reviewing the relevant economic indicators and internal risk rating trends of the loans in these segments. The Company established transaction, relationship and specific loan segment limits in its loan policy. Total commercial real estate balances should not exceed the combination of 300% of total risk-based capital and growth in excess of 50% over the previous thirty-six months and construction loan balances should not exceed 100% of total risk-based capital. Investment real estate property types and purchased loan programs have individual dollar limits that should not be exceeded in the portfolio and are based on management’s risk tolerance relative to capital. In addition, there are specific limits in place for various categories of real estate loans with regards to loan-to-value ratios, loan terms, and amortization periods. We also have policy limits on loan-to-cost for construction projects. Although leverage is important, the Company is also focused on cash flow generation and uses multiple metrics to calculate a supportable loan amount. Supportable loan amounts have generally been more challenging given the increases in commodities pricing.
Unsecured loans pose higher risk for the Company due to the lack of a well-defined secondary source of repayment. Commercial unsecured loans are reserved for the best quality customers with well-established businesses that operate with low financial and operating leverage. The repayment capacity of the borrower should exceed the policy and guidelines for secured loans. The Company significantly increased the standards for consumer unsecured lending by adjusting upward the required qualifying Fair Isaac Corporation (“FICO”) scores and restricting loan amounts at lower FICO scores.
Deferred costs and fees included in the portfolio balances above were $8.2 million and $4.5 million at December 31, 2022 and December 31, 2021, respectively. Discounts on purchased 1-4 family loans included in the portfolio balances above were $161.2 thousand and $190.6 thousand at December 31, 2022 and December 31, 2021, respectively.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
From time to time, we have mortgage loans held-for-sale derived from two sources. First, we purchase mortgage loans on a short-term basis from a partner financial institution that has fully executed sales contracts to end investors. Second, we originate and close mortgages with fully executed contracts with investors to purchase shortly after closing. We then hold these mortgage loans from both sources until funded by the investor, typically a two-week period. There were no mortgage loans held-for-sale at December 31, 2022 and $0.2 million at December 31, 2021.
The following tables present the maturity schedule of portfolio loan types at December 31, 2022:
| Maturity | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Within One Year | After One But Within Five Years | After Five But Within 15 Years | After 15 Years | Total | ||||||||||||||
| Fixed interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 79,588 | $ | 246,838 | $ | 65,901 | $ | 9,372 | $ | 401,699 | |||||||||
| Commercial and Industrial | 5,958 | 67,284 | 152,868 | 2,985 | 229,095 | ||||||||||||||
| Residential Mortgages | 11,086 | 7,308 | 71,857 | 23,853 | 114,104 | ||||||||||||||
| Other Consumer | 2,485 | 40,758 | 984 | — | 44,227 | ||||||||||||||
| Construction | 102,720 | 113,521 | 2,892 | — | 219,133 | ||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||
| Portfolio Loans with Fixed Interest Rates | $ | 201,837 | $ | 475,709 | $ | 294,502 | $ | 36,210 | $ | 1,008,258 | |||||||||
| Variable interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 47,898 | $ | 79,053 | $ | 665,031 | $ | 276,881 | $ | 1,068,863 | |||||||||
| Commercial and Industrial | 27,176 | 27,310 | 22,867 | 3,344 | 80,697 | ||||||||||||||
| Residential Mortgages | 1,910 | 1,475 | 25,788 | 514,671 | 543,844 | ||||||||||||||
| Other Consumer | 335 | — | — | — | 335 | ||||||||||||||
| Construction | 49,313 | 76,025 | 7,540 | 1,542 | 134,420 | ||||||||||||||
| Other | 309,107 | — | — | 3,389 | 312,496 | ||||||||||||||
| Portfolio Loans with Variable Interest Rates | $ | 435,739 | $ | 183,863 | $ | 721,226 | $ | 799,827 | $ | 2,140,655 | |||||||||
| Total Portfolio Loans | $ | 637,576 | $ | 659,572 | $ | 1,015,728 | $ | 836,037 | $ | 3,148,913 |
Refer to Note 5, Loans and Loans Held-For-Sale, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our loans.
Credit Quality
On a monthly basis, a Criticized Asset Committee meets to review certain watch, special mention and substandard risk rated loans within prescribed policy thresholds. These loans typically represent the highest risk of loss to the Company. Action plans are established and these loans are monitored through regular contact with the borrower and loan officer, review of current financial information and other documentation, review of all loan or potential loan restructures or modifications and the regular re-evaluation of assets held as collateral.
On a quarterly basis, the Credit Risk Committee of the Board meets to review our loan portfolio metrics, approve segment limits, approve the adequacy of ACL, and findings from Loan Review identified in the previous quarter. Annually, this same committee approves credit related policies and policy enhancements as they become available.
Additional credit risk management practices include continuous reviews of trends in our lending footprint and our lending policies and procedures to support sound underwriting practices, concentrations, delinquencies and annual portfolio stress testing. Our Loan Review department serves as a mechanism to independently monitor credit quality and assess the effectiveness of credit risk management practices to provide oversight of all lending activities. The loan review function has the primary responsibility for assessing commercial credit administration and credit decision functions of consumer and mortgage underwriting, as well as providing input to the loan risk rating process. Our policy is to place loans in all categories in nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due based on contractual terms. Consumer unsecured loans and secured loans are evaluated for charge-off
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
after the loan becomes 90 days past due. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell.
The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions. Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.
The following tables represent credit exposures by internally assigned risk ratings as of December 31, 2022 and 2021:
| December 31, 2022 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 1,457,340 | $ | 303,893 | $ | 653,044 | $ | 44,495 | $ | 352,516 | $ | 180,745 | $ | 2,992,033 | |||||||||||||
| Special Mention | 10,796 | 2,887 | 983 | — | 69 | — | 14,735 | ||||||||||||||||||||
| Substandard | 2,426 | 3,012 | 3,921 | 67 | 968 | 131,751 | 142,145 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,470,562 | $ | 309,792 | $ | 657,948 | $ | 44,562 | $ | 353,553 | $ | 312,496 | $ | 3,148,913 | |||||||||||||
| Performing Loans | $ | 1,468,258 | $ | 309,588 | $ | 654,683 | $ | 44,554 | $ | 352,689 | $ | 312,496 | $ | 3,142,268 | |||||||||||||
| Nonaccrual Loans | 2,304 | 204 | 3,265 | 8 | 864 | — | 6,645 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,470,562 | $ | 309,792 | $ | 657,948 | $ | 44,562 | $ | 353,553 | $ | 312,496 | $ | 3,148,913 |
| December 31, 2021 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Commercial Real Estate | Commercial & Industrial | Residential Mortgages | Other Consumer | Construction | Other | Total | ||||||||||||||||||||
| Pass | $ | 1,314,576 | $ | 337,294 | $ | 453,894 | $ | 44,554 | $ | 281,241 | $ | 185,247 | $ | 2,616,806 | |||||||||||||
| Special Mention | 5,260 | 8 | 553 | — | 604 | 3,281 | 9,706 | ||||||||||||||||||||
| Substandard | 3,416 | 8,074 | 3,541 | 112 | 1,102 | 169,372 | 185,617 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,323,252 | $ | 345,376 | $ | 457,988 | $ | 44,666 | $ | 282,947 | $ | 357,900 | $ | 2,812,129 | |||||||||||||
| Performing Loans | $ | 1,319,915 | $ | 344,925 | $ | 455,437 | $ | 44,593 | $ | 281,962 | $ | 357,900 | $ | 2,804,732 | |||||||||||||
| Nonaccrual Loans | 3,337 | 451 | 2,551 | 73 | 985 | — | 7,397 | ||||||||||||||||||||
| Total Portfolio Loans | $ | 1,323,252 | $ | 345,376 | $ | 457,988 | $ | 44,666 | $ | 282,947 | $ | 357,900 | $ | 2,812,129 |
At December 31, 2022 and December 31, 2021, the Company had no loans that were risk rated as doubtful. Special mention and substandard loans at December 31, 2022 decreased $38.4 million to $156.9 million compared to $195.3 million at December 31, 2021, with an increase of $5.0 million in special mention and a decrease of $43.4 million in substandard. The largest variance in special mention was primarily related to a CRE project totaling $9.9 million that was downgraded, offset by the payment in full on two CRE projects totaling $6.0 million and an upgraded credit to pass status in the amount of $1.5 million. In addition to CRE, the Company downgraded a syndicated C&I loan totaling $2.9 million. The decrease in substandard loans primarily related to the Other loan segment due to principal paydowns during 2022.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Nonperforming assets consist of nonaccrual loans and OREO. The following table summarizes nonperforming assets for the dates presented:
| (Dollars in Thousands) | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Nonperforming Loans | |||||||
| Commercial Real Estate | $ | 2,304 | $ | 3,337 | |||
| Commercial and Industrial | 204 | 451 | |||||
| Residential Mortgages | 3,265 | 2,551 | |||||
| Other Consumer | 8 | 73 | |||||
| Construction | 864 | 985 | |||||
| Other | — | — | |||||
| Total Nonperforming Loans | 6,645 | 7,397 | |||||
| Other Real Estate Owned | 8,393 | 10,916 | |||||
| Total Nonperforming Assets | $ | 15,038 | $ | 18,313 | |||
| Nonperforming Loans to Total Portfolio Loans | 0.21 | % | 0.26 | % | |||
| Nonperforming Assets to Total Portfolio Loans plus Other Real Estate Owned | 0.48 | % | 0.65 | % |
Nonperforming assets decreased $3.3 million, or 17.9% to $15.0 million at December 31, 2022 compared to December 31, 2021. The decrease was primarily due to a $2.5 million decrease in OREO, driven primarily by sales and payments. Closed retail bank offices have a remaining book value of $1.1 million at December 31, 2022 compared to $1.0 million at December 31, 2021. During 2022, six branch closures were completed and moved to OREO as part of our branch network optimization project that aligns with our strategic goals to enhance franchise value and improve operating efficiency. Nine properties were sold totaling $1.9 million sold and two properties totaling $0.9 million were closed, but remain to be sold. Organic OREO decreased $2.6 million at December 31, 2022 compared to December 31, 2021.
NPLs decreased by $0.8 million at December 31, 2022 compared to December 31, 2021. NPLs as a percentage of total portfolio loans were 0.21% at December 31, 2022 compared to 0.26% at December 31, 2021.
Past Company legacy underwriting standards relied heavily on loan to value and did not necessarily consider the income characteristics of the borrower. An overreliance on value as a primary repayment source can become compromised during real estate cycles. As a result, management has worked through these legacy credits and has installed a number of underwriting guardrails that consider the proportion of speculation, transaction limits and introduced sensitivity analysis in order to determine supportable loan amounts. While these guardrails do not insulate the Company from credit cycles, it should reduce the experience of defaults. Despite economic uncertainty, increased costs and interest rates, credit quality remains favorable.
There were no nonaccrual loans related to loans held-for-sale at December 31, 2022 and December 31, 2021, respectively.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our nonperforming loans and OREO.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table summarizes past due loans for the dates presented:
| (Dollars in Thousands) | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Loans 30 to 89 Days Past Due | |||||||
| Commercial | |||||||
| Commercial Real Estate | $ | 104 | $ | 229 | |||
| Commercial and Industrial | 283 | 297 | |||||
| Total Commercial Loans | 387 | 526 | |||||
| Consumer | |||||||
| Residential Mortgages | 445 | 683 | |||||
| Other Consumer | 541 | 461 | |||||
| Total Consumer Loans | 986 | 1,144 | |||||
| Construction | 3,464 | — | |||||
| Other | — | — | |||||
| Total Loans 30 to 89 Days Past Due | $ | 4,837 | $ | 1,670 |
Portfolio loans past due 30 to 89 days and still accruing increased $3.2 million to $4.8 million at December 31, 2022 compared to December 31, 2021, primarily in the construction segment due to two relationships with an aggregate principal balance of $2.9 million at December 31, 2022. There were no loans during the year ended December 31, 2022 and December 31, 2021 that were past due more than 90 days and still accruing.
Closed-end installment loans, amortizing loans secured by real estate and any other loans with payments scheduled monthly are reported past due when the borrower is in arrears two or more monthly payments. Other multi-payment obligations with payments scheduled other than monthly are reported past due when one scheduled payment is due and unpaid for 30 days or more. We monitor delinquency on a monthly basis, including loans that are at risk for becoming delinquent and early stage delinquencies in order to identify emerging patterns and potential problem loans.
Troubled Debt Restructuring Disclosures Prior to Our Adoption of ASU No. 2022-02
Prior to our adoption of ASU No. 2022-02, the Company accounted for Troubled Debt Restructuring (“TDR”) as a loan which, for economic or legal reasons related to a borrower’s financial difficulties, granted a concession to the borrower that we would not otherwise grant. The Company strives to identify borrowers in financial difficulty early and work with them to modify terms and conditions before their loan defaults and/or is transferred to nonaccrual status. Modified terms that might have been considered a TDR generally included extension of maturity dates at a stated interest rate lower than the current market rate for a new loan with similar characteristics, reductions in contractual interest rates or principal deferment. While unusual, there may have been instances of principal forgiveness. Short-term modifications that were considered insignificant were generally not considered a TDR unless there were other concessions granted. On April 1, 2022, the Company adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2022. Refer to Note 1, Summary of Significant Accounting Polices, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to ASU No. 2022-02.
Generally, the Company individually evaluates all loans experiencing financial difficulty, with a commitment greater than or equal to $1.0 million for individually evaluated loan reserves. In addition, the Company may individually evaluate credits that have complex loan structures, even if the commitment is less than $1.0 million. Nonaccrual loans can be returned to accruing status if the ultimate collectability of all contractual amounts due, according to the restructured agreement, is not in doubt and there is a period of a minimum of six months of satisfactory payment performance by the borrower either immediately before or after the restructuring.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Allowance for Credit Losses
The following summarizes our allowance for credit loss experience at December 31 for each of the years presented:
| (Dollars in Thousands) | 2022 | 2021 | 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance Beginning of Year | $ | 95,939 | $ | 54,074 | $ | 38,762 | |||||
| Impact of CECL Adoption | — | 61,642 | — | ||||||||
| Provision for Credit Losses | 2,419 | 3,350 | 18,006 | ||||||||
| Charge-offs: | |||||||||||
| Commercial Real Estate | — | 19,662 | 40 | ||||||||
| Commercial and Industrial | 3,436 | 374 | 66 | ||||||||
| Residential Mortgages | 46 | 273 | 258 | ||||||||
| Other Consumer | 1,677 | 2,256 | 3,991 | ||||||||
| Construction | — | 1,859 | — | ||||||||
| Other | — | — | — | ||||||||
| Total Charge-offs | 5,159 | 24,424 | 4,355 | ||||||||
| Recoveries: | |||||||||||
| Commercial Real Estate | — | 159 | 707 | ||||||||
| Commercial and Industrial | 1 | 291 | 2 | ||||||||
| Residential Mortgages | 99 | 168 | 27 | ||||||||
| Other Consumer | 404 | 586 | 737 | ||||||||
| Construction | 149 | 93 | 188 | ||||||||
| Other | — | — | — | ||||||||
| Total Recoveries | 653 | 1,297 | 1,661 | ||||||||
| Total Net Charge-offs | 4,506 | 23,127 | 2,694 | ||||||||
| Balance End of Year | $ | 93,852 | $ | 95,939 | $ | 54,074 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.15% | 0.79% | 0.09% | ||||||||
| Allowance for Credit Losses to Total Portfolio Loans | 2.98% | 3.41% | 1.83% |
Total net charge-offs decreased to $4.5 million for the year ended December 31, 2022 compared to $23.1 million for the year ended December 31, 2021 primarily in the CRE segment. The largest charge-off in 2022 was $3.4 million on a purchased syndicated C&I loan in the amount of $4.9 million, which was previously reserved for $2.6 million, transferred to held-for-sale in the third quarter of 2022 in the amount of $1.5 million and then sold in the fourth quarter of 2022. The net charge-offs of $23.1 million for the full year 2021 was primarily attributable to the resolution of five problem relationships during 2021, in which the majority of losses were anticipated and previously reserved.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following is the allocation of the ACL balance by segment as of December 31 for the years presented below:
| 2022 | 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of Loans | Amount | % of Loans | ||||||||||
| Commercial Real Estate | $ | 17,992 | 46.7 | % | $ | 17,297 | 47.0 | % | ||||||
| Commercial & Industrial | 3,980 | 9.9 | % | 4,111 | 12.3 | % | ||||||||
| Residential Mortgages | 8,891 | 20.9 | % | 4,368 | 16.3 | % | ||||||||
| Other Consumer | 1,329 | 1.4 | % | 1,493 | 1.6 | % | ||||||||
| Construction | 6,942 | 11.2 | % | 6,939 | 10.1 | % | ||||||||
| Other | 54,718 | 9.9 | % | 61,731 | 12.7 | % | ||||||||
| Balance End of Year | $ | 93,852 | 100.0 | % | $ | 95,939 | 100.0 | % |
The declines in the other segment were primarily due to principal pay-downs during 2022. The ACL was $93.9 million, or 2.98%, of total portfolio loans at December 31, 2022 compared to $95.9 million, or 3.41% of total portfolio loans at December 31, 2021.
The following table summarizes the credit quality ratios and their components as of December 31 for the years presented below:
| (Dollars in Thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Allowance for Credit Losses to Total Portfolio Loans | |||||||
| Allowance for Credit Losses | $ | 93,852 | $ | 95,939 | |||
| Total Portfolio Loans | 3,148,913 | 2,812,129 | |||||
| Allowance for Credit Losses to Total Portfolio Loans | 2.98 | % | 3.41 | % | |||
| Nonperforming Loans to Total Portfolio Loans | |||||||
| Nonperforming Loans | $ | 6,645 | $ | 7,397 | |||
| Total Portfolio Loans | 3,148,913 | 2,812,129 | |||||
| Nonperforming Loans to Total Portfolio Loans | 0.21 | % | 0.26 | % | |||
| Allowance for Credit Losses to Nonperforming Loans | |||||||
| Allowance for Credit Losses | $ | 93,852 | $ | 95,939 | |||
| Nonperforming Loans | 6,645 | 7,397 | |||||
| Allowance for Credit Losses to Nonperforming Loans | 1,412.37 | % | 1,297.00 | % | |||
| Net Charge-offs to Average Portfolio Loans | |||||||
| Net Charge-offs | $ | 4,506 | $ | 23,127 | |||
| Average Total Portfolio Loans | 2,988,785 | 2,927,083 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.15 | % | 0.79 | % |
The provision (recovery) for credit losses, which includes a provision (recovery) for losses on loans and on unfunded commitments, is a charge to earnings to maintain the ACL at a level consistent with management's assessment of expected losses over the life of loans as of the balance sheet date. The provision for credit losses decreased $0.9 million to $2.4 million for the year ended 2022 compared to the same period in 2021. The reductions in the Other segment reserves due to principal paydowns were partially offset by charge-offs in 2022 and reserves associated with loan growth.
The provision (recovery) for unfunded commitments increased $1.8 million to $0.5 million for the year ended 2022 when compared to a recovery of $1.3 million for the year ended 2021 due to the level of construction commitments as well as changes in reserve rates. The reserve for unfunded commitments is largely comprised of unfunded commitments related to real estate construction loans. There are three basic factors that influence the reserve rates associated with unfunded commitments for construction loans. First, the reserve rate is extrapolated from the reserve rates calculated for certain commercial real estate funded loans within the ACL model. These reserve rates are influenced by the same factors cited in the ACL model such as economic forecasts, average portfolio life, etc. Refer to Note 1, Summary of Significant Accounting Policies, in the Notes to
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to the ACL Policy and the discussion of these factors. Second, since the category of construction is generic, management applies a weighting of the reserve rates associated with certain CRE loans. The proportion of these segments affect the weighting. Third, volume changes impact the total reserve calculation.
As a percentage of average total portfolio loans, net charge-offs were 0.15% for the year ended December 31, 2022 compared to 0.79% for the same period in 2021. At December 31, 2022 NPLs decreased $0.8 million at December 31, 2022 since December 31, 2021. NPLs as a percentage of total portfolio loans were 0.21% and 0.26% as of December 31, 2022 and December 31, 2021, respectively.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our ACL.
Deposits
The daily average balance of deposits and rates paid on deposits are summarized in the following table for the years ended December 31:
| 2022 | 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Average Balance | Rate | Average Balance | Rate | ||||||||||
| Noninterest-Bearing Demand | $ | 716,645 | — | $ | 736,974 | — | ||||||||
| Interest-Bearing Demand | 489,298 | 0.32 | % | 413,714 | 0.24 | % | ||||||||
| Money Market | 521,269 | 0.35 | % | 383,391 | 0.29 | % | ||||||||
| Savings | 720,682 | 0.10 | % | 663,382 | 0.10 | % | ||||||||
| Certificates of Deposit | 1,271,548 | 1.14 | % | 1,484,436 | 1.31 | % | ||||||||
| Total Interest-Bearing Deposits | 3,002,797 | 0.62 | % | 2,944,923 | 0.76 | % | ||||||||
| Total Average Deposits | $ | 3,719,442 | 0.50 | % | $ | 3,681,897 | 0.60 | % |
For the year ended December 31, 2022, total average deposits grew $37.5 million, including an increase in average money market accounts of $137.9 million, or 36.0%, an increase in average interest-bearing deposits of $75.5 million, or 18.3%, and an increase in average savings accounts of $57.3 million, or 8.6%. The increases were partially offset by a managed decrease in average CDs of $212.9 million, or 14.3% due to the intentional runoff of higher cost CDs, through the first half of the year, and a decline in average noninterest-bearing demand deposits of $20.3 million. Due to historically low market interest rates during 2021 and the first half of 2022, the Company was able to migrate away from higher rate CDs and grow lower yielding, more liquid products. During the second half of 2022, market interest rates increased quickly providing new incentives for customers to seek out higher yielding CDs.
The following table presents additional information about our year-end deposits:
| (Dollars in Thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Deposits from the Certificate of Deposit Account Registry Services (CDARS) | $ | 922 | $ | 139 | |||
| Noninterest-Bearing Public Funds Deposits | 27,086 | 58,393 | |||||
| Interest-Bearing Public Funds Deposits | 180,243 | 123,968 | |||||
| Total Deposits not Covered by Deposit Insurance(1) | 378,175 | 396,626 | |||||
| Certificates of Deposits not Covered by Deposit Insurance | 159,030 | 147,134 | |||||
| Deposits from Certain Directors, Executive Officers and their Affiliates | 2,910 | 3,032 |
(1) These deposits are presented on an estimated basis. This estimate was determined based on the same methodologies and assumptions used for regulatory reporting requirements.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Maturities of CDs over $250,000 or more not covered by deposit insurance at December 31, 2022 are summarized as follows:
| (Dollars in Thousands) | Amount | Percent | |||||
|---|---|---|---|---|---|---|---|
| Three Months or Less | $ | 16,002 | 10.1 | % | |||
| Over Three Months Through Twelve Months | 72,505 | 45.6 | % | ||||
| Over Twelve Months Through Three Years | 62,836 | 39.5 | % | ||||
| Over Three Years | 7,687 | 4.8 | % | ||||
| Total | $ | 159,030 | 100.0 | % |
Refer to Note 11, Deposits, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our deposits.
Federal Home Loan Bank (“FHLB”) Borrowings and Federal Funds Purchased
Information pertaining to FHLB borrowings and federal funds purchased at December 31 is summarized in the table below:
| (Dollars in Thousands) | 2022 | 2021 | 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | $ | 180,550 | $ | 7,000 | $ | 35,000 | |||||
| Federal Funds Purchased | 17,870 | — | — | ||||||||
| Average Balance during Period | |||||||||||
| Federal Home Loan Bank Borrowings | 29,849 | 25,986 | 30,628 | ||||||||
| Federal Funds Purchased | 5,711 | — | 55 | ||||||||
| Average Interest Rate during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | 3.90 | % | 1.20 | % | 1.18 | % | |||||
| Federal Funds Purchased | 3.29 | % | — | % | 1.82 | % | |||||
| Maximum Month-end Balance during the Period | |||||||||||
| Federal Home Loan Bank Borrowings | 180,550 | 35,000 | 35,000 | ||||||||
| Federal Funds Purchased | 23,020 | — | — | ||||||||
| Average Interest Rate at Period End | |||||||||||
| Federal Home Loan Bank Borrowings | 4.48 | % | 1.61 | % | 1.13 | % | |||||
| Federal Funds Purchased | 4.65 | % | — | % | — | % |
The Company had $180.6 million FHLB borrowings at December 31, 2022 and $7.0 million at December 31, 2021 an increase of $173.6 million. The Company had $17.9 million in overnight federal funds purchased at December 31, 2022 and had no outstanding overnight federal funds purchased at December 31, 2021. The level and composition of borrowed funds fluctuates over time based on many factors including market conditions, loan growth, investment securities, deposit growth and capital considerations. We manage our borrowed funds to provide a reliable source of liquidity.
The Company held FHLB of Atlanta stock of $9.7 million and $2.4 million at December 31, 2022 and December 31, 2021, respectively. Dividends recorded on this restricted stock were $154 thousand and $121 thousand for the years ended December 31, 2022 and December 31, 2021, respectively. The investment is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. We hold FHLB stock because we are a member of the FHLB of Atlanta. The FHLB requires members to purchase and hold a specified level of FHLB stock based upon the members’ asset values, level of borrowings and participation in other programs offered. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of the FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.
Refer to Note 12, Federal Home Loan Bank Borrowings and Federal Funds Purchased, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our borrowings.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Capital Resources
The following table summarizes ratios for the Company and Bank for December 31:
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Common Equity Tier 1 | ||||||
| Carter Bankshares, Inc. | 12.61 | % | 14.21 | % | ||
| Carter Bank and Trust | 12.42 | % | 14.04 | % | ||
| Tier 1 Ratio | ||||||
| Carter Bankshares, Inc. | 12.61 | % | 14.21 | % | ||
| Carter Bank and Trust | 12.42 | % | 14.04 | % | ||
| Total Risk-Based Capital Ratio | ||||||
| Carter Bankshares, Inc. | 13.86 | % | 15.46 | % | ||
| Carter Bank and Trust | 13.68 | % | 15.29 | % | ||
| Leverage Ratio | ||||||
| Carter Bankshares, Inc. | 10.29 | % | 10.62 | % | ||
| Carter Bank and Trust | 10.13 | % | 10.49 | % |
Total shareholders’ equity decreased by $79.0 million to $328.6 million at December 31, 2022 compared to $407.6 million at December 31, 2021. The decrease was primarily due to $87.3 million, net of tax, decrease in other comprehensive loss due to changes in the fair value of available-for-sale securities and $42.9 million related to the repurchase of common stock, partially offset by net income of $50.1 million. The remaining difference of $1.1 million is related to stock-based compensation during the year ended December 31, 2022.
The Company and the Bank are subject to various capital requirements administered by the federal banking regulators. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulations to ensure capital adequacy require us to maintain minimum amounts and ratios.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2022 and December 31, 2021, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.
The Company continues to maintain its capital position with a leverage ratio of 10.29% as compared to the regulatory guideline of 5.00% to be well-capitalized and a risk-based Common Equity Tier 1 ratio of 12.61% compared to the regulatory guideline of 6.50% to be well-capitalized. Our risk-based Tier 1 and Total Capital ratios were 12.61% and 13.86%, respectively, which places the Company above the federal bank regulatory agencies’ well-capitalized guidelines of 8.00% and 10.00%, respectively. We believe that we have the ability to raise additional capital, if necessary.
The Basel rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital. The Company elected to retain this treatment which reduces the volatility of regulatory capital levels.
The Basel III Capital Rules require the Company and the Bank to maintain minimum Common Equity Tier 1, Tier 1 and Total Capital ratios, along with a capital conservation buffer, effectively resulting in new minimum capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank.
In December 2018, the Office of the Comptroller of the Currency, (the “OCC”), the Federal Reserve System, (“FRB”), and the Federal Deposit Insurance Corporation, (“FDIC”), approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the Day 1 adverse effects on regulatory capital that may result from the adoption of the new accounting standard. On March 27, 2020, the regulators issued interim final rule (“IFR”), “Regulatory Capital Rule: Revised Transition of the Current Expected Credit Losses Methodology for Allowances” in response to the disrupted economic activity from the spread of COVID-19. The IFR maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). We adopted CECL effective January 1, 2021 and elected to implement the capital transition relief over the permissible three-year period.
Refer to Note 20, Capital Adequacy, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our capital.
Contractual Obligations
Contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude contingent contractual liabilities for which we cannot reasonably predict future payments. The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. The following table presents, as of December 31, 2022, significant fixed and determinable contractual obligations to third parties by payment date:
| Payments Due In | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Less Than One Year | One to Three Years | Three to Five Years | More Than five Years | Total | ||||||||||||||
| Deposits without a Stated Maturity (1) | $ | 2,368,807 | $ | — | $ | — | $ | — | $ | 2,368,807 | |||||||||
| Certificates of Deposits (1) | 637,771 | 487,827 | 134,345 | 1,583 | 1,261,526 | ||||||||||||||
| Federal Home Loan Bank Borrowings | 180,550 | — | — | — | 180,550 | ||||||||||||||
| Federal Funds Purchased | 17,870 | — | — | — | 17,870 | ||||||||||||||
| Operating and Capital Leases | 675 | 1,287 | 1,247 | 9,975 | 13,184 | ||||||||||||||
| Purchase Obligations | 4,674 | 8,719 | 8,089 | 2,983 | 24,465 | ||||||||||||||
| Total | $ | 3,210,347 | $ | 497,833 | $ | 143,681 | $ | 14,541 | $ | 3,866,402 |
(1) Excludes Interest
Lease contracts are described in Note 8, Premises and Equipment, of the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Purchase obligations primarily represent obligations under agreement with a third-party data processing vendor and communications charges.
Off-Balance Sheet Arrangements
In the normal course of business, the Company offers our customers lines of credit and letters of credit to meet their financing objectives. The undrawn or unfunded portion of these facilities do not represent outstanding balances and therefore are not reflected in our financial statements as loans receivable. The Company provides lines of credit to our clients to memorialize the commitment to finance the completion of construction projects and revolving lines of credit to operating companies to finance their working capital needs. Lines of credit for construction projects represent $373.2 million, or 59.2% and $283.9 million, or 55.3% of the commitments to extend credit identified in the table below at December 31, 2022 and December 31, 2021, respectively. The Company provides letters of credit, generally, for the benefit or our customers to provide assurance to various municipalities that construction projects will be completed according to approved plans and specifications. These instruments involve elements of credit and interest rate risk and our exposure to credit loss, in the event the customer does not satisfy the
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
terms of the agreement, could be equal to the contractual amount of the obligation less the value of any collateral. The Company analyzes this risk and calculates a reserve for unfunded commitments. The same credit policies are applied in granting these facilities as those used for underwriting loans. Lines of credit to finance construction projects include a construction end date, at which time the loan is expected to convert to a mini-perm loan. A department independent of our lending group monitors construction commitments of $1.0 million or more. Lines of credit to operating companies to finance working capital include a maturity date and may include various financial covenants. Letters of credit include an expiration date unless it is a standby letter of credit which automatically renews but generally provide for a termination clause on an annual basis given sufficient notice to the beneficiary. The Company typically charges an annual fee for the issuance of letters of credit. Because letters of credit are expected to expire without being drawn upon, these commitments do not necessarily represent future cash requirements of the Company.
The following table sets forth the commitments and letters of credit as of December 31:
| (Dollars in Thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Commitments to Extend Credit | $ | 630,619 | $ | 513,482 | |||
| Standby Letters of Credit | 25,739 | 27,083 | |||||
| Total | $ | 656,358 | $ | 540,565 |
Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.
For more details, see Note 17 - Commitments and Contingencies, in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Liquidity
Liquidity is defined as a financial institution’s ability to meet its cash and collateral obligations at a reasonable cost. This includes the ability to satisfy the financial needs of depositors who want to withdraw funds or borrowers needing to access funds to meet their credit needs. In order to manage liquidity risk the Company’s Board has delegated authority to the ALCO for formulation, implementation and oversight of liquidity risk management for the Company. The ALCO’s goal is to maintain adequate levels of liquidity at a reasonable cost to meet funding needs in both a normal operating environment and for potential liquidity stress events. The ALCO monitors and manages liquidity through various ratios, reviewing cash flow projections, performing stress tests and by having a detailed contingency funding plan. The ALCO policy guidelines define graduated risk tolerance levels. If our liquidity position moves to a level that has been defined as high risk, specific actions are required, such as increased monitoring or the development of an action plan to reduce the risk position.
The Company’s primary funding and liquidity source is a stable customer deposit base. Management believes that we have the ability to retain existing deposits and attract new deposits, mitigating any funding dependency on other more volatile sources. Although deposits are the primary source of funds, the Company has identified various other funding sources that can be used as part of our normal funding program when either a structure or cost efficiency has been identified. Additional funding sources accessible to the Company include borrowing availability at the FHLB, equal to 25% of the Company’s assets approximating $1.0 billion, subject to the amount of eligible collateral pledged, unsecured federal funds lines with six other correspondent financial institutions in the amount of $145.0 million, access to the institutional CD market, and the brokered deposit market. In addition to the lines referenced above, the Company also has $611.8 million of unpledged available-for-sale investment securities as an additional source of liquidity. Please refer to the Liquidity Sources table below for available funding with the FHLB and our unsecured lines of credit with correspondent banks.
An important component of our ability to effectively respond to potential liquidity stress events is maintaining a cushion of highly liquid assets. Highly liquid assets are those that can be converted to cash quickly, with little or no loss in value, to meet financial obligations. ALCO policy guidelines define a ratio of highly liquid assets to total assets by graduated risk tolerance levels of minimal, moderate and high. At December 31, 2022, the Bank had $616.3 million in highly liquid assets, which consisted of FRB Excess Reserves and interest-bearing deposits in other financial institutions of $4.5 million, and $611.8 million in unpledged securities. This resulted in highly liquid assets to total assets ratio of 14.7% at December 31, 2022.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.
The following table provides detail of liquidity sources as of December 31:
| (Dollars in Thousands) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Cash and Due From Banks, including Interest-bearing Deposits | $ | 46,869 | $ | 277,799 | |||
| Unpledged Investment Securities | 611,845 | 743,836 | |||||
| Excess Pledged Securities | 46,305 | 28,417 | |||||
| FHLB Borrowing Availability | 676,746 | 667,307 | |||||
| Unsecured Lines of Credit Availability | 127,130 | 145,000 | |||||
| Total Liquidity Sources | $ | 1,508,895 | $ | 1,862,359 |
Inflation
Management is aware of the significant effect inflation has on interest rates and can have on financial performance. The Company’s ability to cope with this is best determined by analyzing its capability to respond to changing interest rates and its ability to manage noninterest income and expense. The mix of interest-rate sensitive assets and liabilities is monitored through ALCO in order to reduce the impact of inflation on net interest income. The effects of inflation are controlled by reviewing the prices of our products and services, by introducing new products and services and by controlling overhead expenses. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.
Stock Repurchase Plan
On June 28, 2022, the Company’s Board authorized the adoption of a new common stock repurchase program for the purchase of up to an additional 750,000 shares of the Company’s common stock from time-to-time on the open market (“2022 program”), at management’s discretion, which was in addition to the existing plan approved by the Board on December 10, 2021 (“prior program”, and together with the 2022 program, the “Company Stock Repurchase Programs.”) The prior program was completed on April 28, 2022. The Company purchased 2,587,361 shares of its outstanding common stock on the open market at a total cost of $42.9 million, or $16.59 per share during the year ended December 31, 2022 under the Company Stock Repurchase Programs. The remaining shares authorized to be purchased under the 2022 program totaled 132,232 shares at December 31, 2022.
The Company Stock Repurchase Programs are described in Item 5, Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities, of this Annual Report on Form 10-K.
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FY 2021 10-K MD&A
SEC filing source: 0001829576-22-000013.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Carter Bankshares, Inc., our operations, and our present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K. The MD&A includes the following sections:
•Explanation of Use of Non-GAAP Financial Measures
•Critical Accounting Policies and Estimates
•Our Business
•Results of Operations and Financial Condition
•Capital Resources
•Contractual Obligations
•Off-Balance Sheet Arrangements
•Liquidity
•Inflation
•Stock Repurchase Program
This section reviews our financial condition for each of the past two years and results of operations for each of the past three years. Certain reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. Some tables may include additional time periods to illustrate trends within our Consolidated Financial Statements and notes thereto. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.
Explanation of Use of Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with generally accepted accounting principles (“GAAP”) in the United States, management uses, and this annual report references, adjusted net interest income on a fully taxable equivalent, or (“FTE”), basis, which is a non-GAAP financial measure. Management believes this measure provides information useful to investors in understanding our underlying business, operational performance and performance trends as it facilitates comparisons with the performance of other companies in the financial services industry. The Company believes the presentation of net interest income on an FTE basis ensures the comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Net interest income per the Consolidated Statements of Income (Loss) is reconciled to net interest income adjusted to an FTE basis in the Net Interest Income section of the "Results of Operations – Year ended December 31, 2021."
Although management believes that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP or considered to be more relevant than financial results determined in accordance with GAAP, nor is it necessarily comparable with similar non-GAAP measures which may be presented by other companies.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Critical Accounting Estimates
The Company’s preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Over time, these estimates, assumptions and judgments may prove to be inaccurate or vary from actual results and may significantly affect our reported results and financial position for the periods presented or in future periods. We currently view the determination of the allowance for credit losses to be critical, because it is made in accordance with GAAP, is highly dependent on subjective or complex judgments, assumptions and estimates made by management and have had or is reasonably likely to have a material impact on the Company’s financial condition and results of operations.
We have identified the following critical accounting estimates:
Allowance for Credit Losses (“ACL”)
The ACL represents an amount which, in management's judgment, is adequate to absorb expected credit losses on outstanding loans at the balance sheet date based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision for credit losses, which is recorded as a current period operating expense.
Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.
Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed. While management uses available information to recognize expected credit losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.
The ACL “base case” model is derived from various economic forecasts provided by widely recognized sources. Management evaluates the variability of market conditions by examining the peak and trough of economic cycles. These peaks and troughs are used to stress the base case model to develop a range of potential outcomes. Management then determines the appropriate reserve through an evaluation of these various outcomes relative to current economic conditions and known risks in the portfolio. For the year ended December 31, 2021 the range of outcomes would produce a 17% reduction or a 27% increase in reserves based on the best and worst case scenarios, respectively.
Refer to Note 1, Summary of Significant Accounting Policies, for further detailed descriptions of our estimation process and methodology related to the ACL and Note 6, Allowance for Credit Losses, of this Annual Report on Form 10-K.
Our Business
Carter Bankshares, Inc. (the “Company”) is a bank holding company headquartered in Martinsville, Virginia with assets of $4.1 billion at December 31, 2021. The Company is the parent company of its wholly owned subsidiary, Carter Bank & Trust (the “Bank”). The Bank is an insured, Virginia state-chartered bank, which operates branches in Virginia and North Carolina. The Company provides a full range of financial services with retail, and commercial banking products and insurance. Per the 2020 Annual Report of the Virginia Bureau of Financial Institutions, our Company continues to be the fourth largest state-chartered bank by asset size at year end 2020. Our common stock trades on the Nasdaq Global Select Market under the ticker symbol “CARE.”
The Company earns revenue primarily from interest on loans and securities and fees charged for financial services provided to our customers. The Company incurs expenses for the cost of deposits, provision for credit losses and other operating costs such as salaries and employee benefits, data processing, occupancy and tax expense.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Our mission is that the Company strives to be the preferred lifetime financial partner for our customers and shareholders, and the employer of choice in the communities the Company is privileged to serve. Our strategic plan focuses on restructuring the balance sheet to provide more diversification and higher yielding assets to increase the net interest margin. Another area of focus is the transformation of the infrastructure of the Company to provide a foundation for operational efficiency and provide new products and services for our customers that will ultimately increase noninterest income.
Our focus continues to be on loan and deposit growth with a shift in the composition of deposits to more low cost core deposits with less dependence in higher cost certificates of deposits (“CDs”), as well as, implementing opportunities to increase fee income while closely monitoring our operating expenses. The Company is focused on executing this strategy to successfully build our brand and grow our business in our markets.
The Company’s Response to COVID-19
Lending Operations
The Company elected to take advantage of Section 4014 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) provision to temporarily delay adoption of the CECL methodology. The Company was subject to the adoption of the Current Expected Credit Loss (“CECL”) accounting method under the FASB ASU 2016-03 and related amendments, Financial Instruments – Credit Losses (Topic 326) on January 1, 2020 and has since implemented CECL on January 1, 2021. Refer to Note 1, Basis of Presentation and Note 6, Allowance for Credit Losses, of the Notes to Consolidated Financial Statements for additional disclosures relating to CECL in this Annual Report on Form 10-K.
The Company quickly responded to the pandemic and the CARES Act, offering the option of payment deferrals, participation in the Paycheck Protection Program (“PPP”), fee waivers and other relief actions to customers. In 2021 and, to date in 2022, we continued to prioritize the safety of our associates and customers by taking precautions to protect both customers and associates through enhanced cleaning services, social distancing and personal protective equipment requirements for both. A portion of the Company’s workforce continues to work remotely.
Under the CARES Act, the PPP is an amendment to a program administered as part of the Small Business Administration’s (“SBA”)’s 7-A loan program. The Bank became an approved SBA 7-A lender in November 2019. The PPP is a guaranteed, unsecured loan program created to fund certain payroll and operating costs of eligible businesses, organizations and self-employed persons during the COVID-19 pandemic. Initially, $349 billion was approved and designated for the PPP in order for the SBA to guarantee 100% of collective loans made under the program to eligible small businesses, nonprofits, veteran’s organizations, and tribal businesses. The Company participated in the initial round of funding through a referral relationship with a third-party, non-bank lender. When an additional $310 billion in funds were approved and designated for the PPP, we opted to set up an internal, automated loan process utilizing our core system provider.
The Federal Reserve Bank (“FRB”) implemented a liquidity facility available to financial institutions participating in the PPP. However, we opted to fund all PPP loans through our internal liquidity sources. These loans are fully guaranteed by the SBA and do not represent a credit risk. The vast majority of these PPP loans have been forgiven.
The Bank provided loan payment deferrals to customers under Section 4013 of the CARES Act and regulatory interagency guidance regarding loan modifications. The Bank launched successive deferral programs with short-term expirations. The Part I program was launched on March 23, 2020 and expired on August 31, 2020. The deferrals in Part I provided for deferral of principal and up to the deferral of principal and interest, if requested through the expiry. The Part II program extended deferrals through December 31, 2020 subject to the collection of updated financial information and validation of need. For these borrowers the Bank requested verification of business and/or guarantor liquidity to ascertain the viability of the business in a post-pandemic environment. Prior to the extension of the CARES Act, the Bank launched the Part III program, which offered borrowers in the Part II program an extension of deferrals through June 30, 2021. Borrowers who opted into the Part III program were required to provide monthly financial statements and remit payments on a quarterly basis equal to the lesser of: i) 90% of free cash flow (EBITDA) or, ii) the otherwise contractual payment (“recapture payment”). Following the expiration of the deferral programs on June 30, 2021, for term loans, payments were applied to accrued interest first and once accrued interest is current, payments will be applied to principal. Deferred principal will be due at maturity. For interest only loans, such as lines of credit, deferred interest will be due at maturity. Cumulative deferred interest totaled $12.0 million as of June 30, 2021, but declined to $1.8 million as of December 31, 2021.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The Bank also participated in the PPP established by the CARES Act. During the first round of PPP, we approved 451 loans that were referred to an online small business lender, totaling $17.9 million. Through the second round we had approved 515 loan applications totaling $39.9 million through our internal lending program, of which 498 loans totaling $38.5 million have been fully forgiven by the SBA. The $57.8 million in PPP loans originated during the first two rounds of PPP generated $1.5 million in fees, which have been, or will be, recognized in income as loans are forgiven, or over the remaining life of the loan for any portion that is not forgiven. On December 22, 2020 Congress passed legislation that was signed into law on December 27, 2020, making available a third round of PPP funding. We provided access to the program through our internal lending program for our current business customers. As of December 31, 2021, we had approved 136 loan applications totaling $11.0 million, of which 125 loans totaling $9.8 million have been fully forgiven by the SBA and generated an additional $0.6 million in fees. These loans, as they were forgiven, generated fee income of $0.1 million and $0.2 million, and $1.1 million and $0.3 million, for the three and twelve months ended December 31, 2021 and December 31, 2020, respectively.
Our interest income could be reduced due to the COVID-19 pandemic. Interest and fees will still accrue to income through normal GAAP accounting. Should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed. In such a scenario, interest income in future periods could be negatively impacted. At this time, we are unable to project the significance of such an impact, but recognize the breadth of the economic impact may affect our borrowers’ ability to repay in future periods.
Our exposure to the hospitality industry at December 31, 2021 equated to approximately $418.6 million, or 14.9% of total portfolio loans. These were mostly loans secured by upscale or top tier flagged hotels, which have historically exhibited low leverage and strong operating cash flows. However, we anticipate that a significant portion of our borrowers in the hotel industry will continue to operate at occupancy levels at or below breakeven which has caused, or will cause, them to draw on their existing lines of credit with other financial institutions or other sources of liquidity and may adversely affect their ability to repay existing indebtedness. These developments, together with the current economic conditions generally, may adversely impact the value of real estate collateral in hospitality and other commercial real estate exposure. These risk considerations were factored into qualitative adjustments included in the ACL. As a result, we anticipate that our financial condition, capital levels and results of operations could be adversely affected.
Retail Operations
The Company continues to promote digital banking options through our website. Customers are encouraged to utilize online and mobile banking tools and our customer contact center for personal and automated telephone banking services. Retail branches are staffed and available to assist customers by offering lobby appointments, drive-up and virtual servicing.
In 2021 and, to date in 2022, we continued to prioritize the safety of our associates and customers by offering drive-up and appointment only services due to the COVID-19 pandemic. Retail leadership continues to monitor branch traffic and local conditions daily and makes adjustments as needed. All branches are equipped with video conferencing and online tools that enable virtual servicing. We continue to pay all associates according to their normal work schedule, even if their hours were reduced and no associates were furloughed. Associates whose job responsibilities can be effectively carried out remotely are working from home. Associates whose critical duties require their continued presence on-site are utilizing personal protection equipment and observing social distancing and cleaning protocols.
Our fee income for 2020 was negatively impacted due to COVID-19 by approximately $1.5 million. Beginning on July 20, 2020, certain account fees that were waived for customers affected by the COVID-19 pandemic were reinstated. In keeping with guidance from regulators, we actively worked with customers affected by the COVID-19 pandemic to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees and account maintenance fees. As of December 31, 2021, we had no fee waivers specific to the COVID-19 pandemic. We believe these reductions in fees were temporary.
Capital Resources and Liquidity
As of December 31, 2021, all of the Company’s capital ratios were in excess of all regulatory requirements. We believe the economic recession brought about by the COVID-19 pandemic improved during the year ended December 31, 2021.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
We maintain access to multiple sources of liquidity. Funding sources accessible to the Company include borrowing availability at the Federal Home Loan Bank (“FHLB”), equal to 25% of the Company’s assets approximating $1.0 billion, subject to the amount of eligible collateral pledged, and of which $667.3 million remained available at December 31, 2021, federal funds unsecured lines with six other correspondent financial institutions in the amount of $145.0 million and access to the institutional CD market through brokered CDs. In addition to the above resources, the Company also has $743.8 million of unpledged available-for-sale securities as an additional source of liquidity at December 31, 2021. If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.
The Company is monitoring and will continue to monitor the impact of the COVID-19 pandemic and has taken and will continue to take steps to mitigate the potential risks and impact on our liquidity and capital resources.
Results of Operations and Financial Condition
Earnings Summary
2021 Highlights
•Net interest income increased $6.1 million, or 5.8%, to $111.2 million for the full year 2021 compared to $105.1 million for the full year 2020 primarily due to the enhanced return on restructured loan assets and collection of significant late fees on those loan assets, as well as a decline in funding costs during 2021.
•The provision for credit losses totaled $3.4 million for the year ended December 31, 2021, compared to $18.0 million for the full year ended December 31, 2020.
•Total noninterest income increased $2.3 million to $28.9 million for the full year 2021 compared to $26.6 million for the full year 2020.
•Total noninterest expense decreased $56.5 million to $102.3 million for the full year 2021 compared to $158.8 million for the full year 2020.
•Provision for income taxes increased $3.3 million to $4.1 million for the full year 2021 compared to $0.8 million for the full year 2020.
We reported net income of $31.6 million, or $1.19 diluted earnings per share, for the year ended December 31, 2021 compared to a net loss of $45.9 million, or $1.74 per share, for the year ended December 31, 2020.
| Years Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PERFORMANCE RATIOS | 2021 | 2020 | 2019 | ||||||
| Return on Average Assets | 0.76 | % | (1.12) | % | 0.65 | % | |||
| Return on Average Shareholders' Equity | 7.92 | % | (9.78) | % | 5.76 | % | |||
| Portfolio Loans to Deposit Ratio | 76.03 | % | 79.99 | % | 82.32 | % | |||
| Allowance for Credit Losses to Total Portfolio Loans | 3.41 | % | 1.83 | % | 1.34 | % |
Net Interest Income
Our principal source of revenue is net interest income. Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the average balance of interest-earning assets, interest-bearing liabilities, as well as changes in interest rates and spreads. The level and mix of interest-earning assets and interest-bearing liabilities is managed by our Asset and Liability Committee (“ALCO”), in order to mitigate interest rate and liquidity risks of the balance sheet. A variety of ALCO strategies were implemented, within prescribed ALCO risk parameters, to produce what the Company believes is an acceptable level of net interest income.
The interest income on interest-earning assets and the net interest margin are presented on an FTE basis, which is a non-GAAP measure. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and securities using the applicable
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
federal statutory tax rate of 21% for each period and the dividend-received deduction for equity securities. The Company believes this FTE presentation provides a relevant comparison between taxable and non-taxable sources of interest income.
The following table reconciles net interest income per the Consolidated Statements of Income (Loss) to net interest income on an FTE basis for the periods presented:
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | |||||||||
| Total Interest Income | $ | 133,897 | $ | 140,941 | $ | 159,120 | |||||
| Total Interest Expense | 22,714 | 35,826 | 46,773 | ||||||||
| Net Interest Income per Consolidated Statements of Net Income (Loss) | 111,183 | 105,115 | 112,347 | ||||||||
| Adjustment to FTE Basis | 1,492 | 2,375 | 3,046 | ||||||||
| Net Interest Income (FTE) (non-GAAP) | $ | 112,675 | $ | 107,490 | $ | 115,393 | |||||
| Net Interest Margin | 2.80 | % | 2.74 | % | 2.97 | % | |||||
| Adjustment to FTE Basis | 0.04 | % | 0.06 | % | 0.08 | % | |||||
| Net Interest Income (FTE) (non-GAAP) | 2.84 | % | 2.80 | % | 3.05 | % |
Average Balance Sheet and Net Interest Income Analysis (FTE)
Total net interest income increased $6.1 million, or 5.8%, to $111.2 million in 2021, as compared to $105.1 million in 2020. Net interest income, on an FTE basis (non-GAAP), increased $5.2 million, or 4.8%, to $112.7 million in 2021 as compared to $107.5 million in 2020. The increase in net interest income, on an FTE basis, is driven by $13.1 million decrease in interest expense, offset by a $7.9 million decrease in interest income during 2021 as compared to 2020. The low interest rate environment and large commercial paydowns during 2021 has a negative impact on both net interest income and the net interest margin, but continues to be offset by a lower cost of funds as well as the positive impact of enhanced pricing on restructured loans and related late fees. Net interest margin increased six basis points to 2.80% in 2021 compared to 2.74% in 2020. The net interest margin, on an FTE basis (non-GAAP), increased four basis points to 2.84% in 2021 compared to 2.80% in 2020, primarily due to the aforementioned enhanced return on restructured loan assets and the collection of related fees during 2021. The intentional runoff of higher cost CDs continues to drive the decline in the overall cost of funds.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table provides information regarding the average balances, interest and rates earned on interest-earning assets and the average balances, interest and rates paid on interest-bearing liabilities for the years ended December 31:
| (Dollars in Thousands) | 2021 | 2020 | 2019 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average Balance | Income/ Expense | Yield/Rate | AverageBalance(3) | Income/ Expense | Yield/Rate | Average Balance | Income/ Expense | Yield/Rate | |||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 194,492 | $ | 271 | 0.14 | % | $ | 104,526 | $ | 302 | 0.29 | % | $ | 123,946 | $ | 2,750 | 2.22 | % | |||||||||||||||
| Tax-Free Investment Securities (2) | 34,171 | 1,116 | 3.27 | % | 47,364 | 1,567 | 3.31 | % | 63,641 | 2,352 | 3.70 | % | |||||||||||||||||||||
| Taxable Investment Securities | 798,672 | 12,442 | 1.56 | % | 697,408 | 14,264 | 2.05 | % | 730,500 | 17,826 | 2.44 | % | |||||||||||||||||||||
| Total Securities | 832,843 | 13,558 | 1.63 | % | 744,772 | 15,831 | 2.13 | % | 794,141 | 20,178 | 2.54 | % | |||||||||||||||||||||
| Tax-Free Loans (1)(2) | 189,716 | 5,991 | 3.16 | % | 307,023 | 9,739 | 3.17 | % | 379,090 | 12,154 | 3.21 | % | |||||||||||||||||||||
| Taxable Loans (1) | 2,751,169 | 115,448 | 4.20 | % | 2,672,435 | 117,226 | 4.39 | % | 2,489,105 | 126,940 | 5.10 | % | |||||||||||||||||||||
| Total Loans | 2,940,885 | 121,439 | 4.13 | % | 2,979,458 | 126,965 | 4.26 | % | 2,868,195 | 139,094 | 4.85 | % | |||||||||||||||||||||
| Federal Home Loan Bank Stock | 3,420 | 121 | 3.54 | % | 4,925 | 218 | 4.43 | % | 2,352 | 144 | 6.12 | % | |||||||||||||||||||||
| Total Interest-Earning Assets | 3,971,640 | 135,389 | 3.41 | % | 3,833,681 | 143,316 | 3.74 | % | 3,788,634 | 162,166 | 4.28 | % | |||||||||||||||||||||
| Noninterest Earning Assets | 170,856 | 276,473 | 289,027 | ||||||||||||||||||||||||||||||
| Total Assets | 4,142,496 | 4,110,154 | 4,077,661 | ||||||||||||||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||
| Interest-Bearing Demand | 413,714 | 1,007 | 0.24 | % | $ | 321,036 | $ | 1,140 | 0.36 | % | $ | 249,086 | $ | 2,004 | 0.80 | % | |||||||||||||||||
| Money Market | 383,391 | 1,130 | 0.29 | % | 197,225 | 924 | 0.47 | % | 134,676 | 1,671 | 1.24 | % | |||||||||||||||||||||
| Savings | 663,382 | 682 | 0.10 | % | 599,637 | 632 | 0.11 | % | 582,195 | 1,388 | 0.24 | % | |||||||||||||||||||||
| Certificates of Deposit | 1,484,436 | 19,427 | 1.31 | % | 1,818,837 | 32,695 | 1.80 | % | 2,054,077 | 41,593 | 2.02 | % | |||||||||||||||||||||
| Total Interest-Bearing Deposits | 2,944,923 | 22,246 | 0.76 | % | 2,936,735 | 35,391 | 1.21 | % | 3,020,034 | 46,656 | 1.54 | % | |||||||||||||||||||||
| Federal Funds Purchased | — | — | — | % | 55 | 1 | 1.82 | % | — | — | — | ||||||||||||||||||||||
| FHLB Borrowings | 25,986 | 313 | 1.20 | % | 30,628 | 361 | 1.18 | % | 2,329 | 38 | 1.63 | % | |||||||||||||||||||||
| Other Borrowings | 3,167 | 155 | 4.89 | % | 1,408 | 73 | 5.18 | % | 1,042 | 79 | 7.58 | % | |||||||||||||||||||||
| Total Borrowings | 29,153 | 468 | 1.61 | % | 32,091 | 435 | 1.36 | % | 3,371 | 117 | 3.47 | % | |||||||||||||||||||||
| Total Interest-Bearing Liabilities | 2,974,076 | 22,714 | 0.76 | % | 2,968,826 | 35,826 | 1.21 | % | 3,023,405 | 46,773 | 1.55 | % | |||||||||||||||||||||
| Noninterest-Bearing Liabilities | 769,401 | 667,914 | 581,496 | ||||||||||||||||||||||||||||||
| Shareholders' Equity | 399,019 | 473,414 | 472,760 | ||||||||||||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | 4,142,496 | 4,110,154 | 4,077,661 | ||||||||||||||||||||||||||||||
| Net Interest Income (2) | $ | 112,675 | $ | 107,490 | $ | 115,393 | |||||||||||||||||||||||||||
| Net Interest Margin (2) | 2.84 | % | 2.80 | % | 3.05 | % |
(1)Nonaccruing loans are included in the daily average loan amounts outstanding.
(2)Tax-exempt income is on an FTE basis using the statutory federal corporate income tax rate of 21 percent.
(3)Loan and deposit balances include held-for-sale transactions in connection with sale of Bank branches.
Interest income decreased $7.0 million, or 5.0% for 2021 compared to 2020. Interest income, on an FTE basis (non-GAAP), decreased $7.9 million, or 5.5%, for 2021 compared to 2020. The change was primarily due to increases in average interest-earning assets of $138.0 million for 2021, offset by a lower interest rate yield of 33 basis points compared to 2020. Average interest-bearing deposits with banks increased $90.0 million in 2021, and the average rate paid decreased 15 basis points for 2021 compared to 2020. Average loan balances decreased $38.6 million, primarily due to large commercial payoffs and loan sales, during 2021 compared to 2020, which included PPP loan production that began in the second quarter of 2020. Average PPP loans totaled $19.3 million during 2021. The average rate earned on loans decreased 13 basis points for 2021 compared to 2020 primarily due to lower short-term interest rates. Average investment securities increased $88.1 million and the average rate earned decreased 50 basis points for 2021 compared to 2020. The change in investment securities is the result of active balance sheet management as our portfolio has been diversified as to bond types, maturities, and interest rate structures.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Interest expense decreased $13.1 million for 2021 compared to 2020. The decrease was primarily due to lower short-term interest rates in 2021 as compared to 2020 in addition to the intentional runoff of higher cost CDs. Interest expense on deposits decreased $13.1 million for 2021 compared to 2020 primarily due to the decline in the average balance of CDs. The decrease of $334.4 million or 18.4% in the average balance of CDs for 2021 compared to 2020 was primarily due to the aforementioned intentional runoff of these higher cost CDs. Money market and interest-bearing demand accounts increased $186.2 million and $92.7 million, respectively for 2021 compared to 2020 primarily due to our deposit acquisition strategy. The average rate paid on interest-bearing deposits decreased 45 basis points for 2021 compared to 2020 primarily due to the aforementioned intentional runoff of higher cost CDs and lower short-term interest rates. Overall, the cost of interest-bearing liabilities decreased 45 basis points for 2021 compared to 2020.
The following table sets forth for the periods presented a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:
| 2021 Compared to 2020 | 2020 Compared to 2019 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Volume(3) | Rate(3) | Increase/ (Decrease) | Volume(3) | Rate(3) | Increase/ (Decrease) | |||||||||||||||||
| Interest Earned on: | |||||||||||||||||||||||
| Interest-Bearing Deposits with Banks | $ | 177 | $ | (208) | $ | (31) | $ | (374) | $ | (2,074) | $ | (2,448) | |||||||||||
| Tax-Free Investment Securities (2) | (431) | (20) | (451) | (557) | (228) | (785) | |||||||||||||||||
| Taxable Investment Securities | 1,884 | (3,706) | (1,822) | (779) | (2,783) | (3,562) | |||||||||||||||||
| Total Securities | 1,453 | (3,726) | (2,273) | (1,336) | (3,011) | (4,347) | |||||||||||||||||
| Tax-Free Loans (1)(2) | (3,705) | (43) | (3,748) | (2,287) | (128) | (2,415) | |||||||||||||||||
| Taxable Loans (1) | 3,393 | (5,171) | (1,778) | 8,898 | (18,612) | (9,714) | |||||||||||||||||
| Total Loans | (312) | (5,214) | (5,526) | 6,611 | (18,740) | (12,129) | |||||||||||||||||
| Federal Home Loan Bank Stock | (58) | (39) | (97) | 123 | (49) | 74 | |||||||||||||||||
| Total Interest-Earning Assets | $ | 1,260 | $ | (9,187) | $ | (7,927) | $ | 5,024 | $ | (23,874) | $ | (18,850) | |||||||||||
| Interest Paid on: | |||||||||||||||||||||||
| Interest-Bearing Demand | $ | 280 | $ | (413) | $ | (133) | $ | 469 | $ | (1,333) | $ | (864) | |||||||||||
| Money Market | 640 | (434) | 206 | 570 | (1,317) | (747) | |||||||||||||||||
| Savings | 66 | (16) | 50 | 40 | (796) | (756) | |||||||||||||||||
| Certificates of Deposit | (5,352) | (7,916) | (13,268) | (4,493) | (4,405) | (8,898) | |||||||||||||||||
| Total Interest-Bearing Deposits | (4,366) | (8,779) | (13,145) | (3,414) | (7,851) | (11,265) | |||||||||||||||||
| Federal Funds Purchased | — | (1) | (1) | 1 | — | 1 | |||||||||||||||||
| FHLB Borrowings | (56) | 8 | (48) | 336 | (13) | 323 | |||||||||||||||||
| Other Borrowings | 86 | (4) | 82 | 23 | (29) | (6) | |||||||||||||||||
| Total Borrowings | 30 | 3 | 33 | 360 | (42) | 318 | |||||||||||||||||
| Total Interest-Bearing Liabilities | $ | (4,336) | $ | (8,776) | $ | (13,112) | $ | (3,054) | $ | (7,893) | $ | (10,947) | |||||||||||
| Change in Net Interest Margin | $ | 5,596 | $ | (411) | $ | 5,185 | $ | 8,078 | $ | (15,981) | $ | (7,903) |
(1)Nonaccruing loans are included in the daily average loan amounts outstanding.
(2)Tax-exempt income is on an FTE basis using the statutory federal corporate income tax rate of 21 percent.
(3)Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
Provision for Credit Losses
The Company recognizes provision expense for ACL based on the difference between the existing balance of ACL reserves and the ACL reserve balance necessary to adequately absorb expected credit losses associated with the Company’s financial instruments. Similarly, the Company recognizes provision expense for unfunded commitments based on the difference between the existing balance of reserves for unfunded commitments and the reserve balance for unfunded commitments necessary to adequately absorb expected credit losses associated with those commitments. The Company elected to defer its adoption of CECL in accordance with relief provided under the CARES Act and the adoption became effective January 1, 2021. At January 1, 2021, we increased the ACL by $64.5 million, which includes $61.6 million for the Day 1 CECL adjustment and $2.9 million
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
related to the life-of-loan reserve on unfunded loan commitments. The ACL as a percentage of total portfolio loans was 3.41% at December 31, 2021 and 1.83% at December 31, 2020.
Provision expense decreased $14.6 million to $3.4 million for the year ended 2021 compared to $18.0 million for the year ended 2020. The decline in provision expense was because of increased qualitative loss factors as a result of the estimated economic impact of COVID-19 during 2020 and the relatively stable economy and improving COVID-19 conditions from the date of adoption through December 31, 2021.
During 2021, management observed that $62.2 million of loans that were previously in the deferral program were recovering at rates much lower than peers. Accordingly, management sold all of these loans during the third and fourth quarters of 2021 after workout strategies had been exhausted.
A release of $1.3 million was recorded in 2021 related to the provision for unfunded commitments. Per the guidance related to CECL, unfunded loan commitments are included as part of the provision for credit losses rather than noninterest expense, where it was previously recorded.
Net charge-offs were $23.1 million for the full year 2021 compared to $2.7 million for the full year 2020. The increase in net charge-offs was primarily attributable to the resolution of five problem relationships during 2021, in which the majority of losses were anticipated and previously reserved. As a percentage of average portfolio loans, on an annualized basis, net charge-offs were 0.79% and 0.09% for the years ended 2021 and 2020, respectively. See the “Allowance for Credit Losses” section of this MD&A for additional details regarding our charge-offs.
Nonperforming loans (“NPLs”) decreased significantly at December 31, 2021 by $24.6 million, or 76.9% to $7.4 million compared to $32.0 million at December 31, 2020. The decrease was primarily due to the resolution of our largest NPL relationship during 2021 and a significant reduction of our second largest NPL relationship. NPLs as a percentage of total portfolio loans were 0.26% at December 31, 2021 compared to 1.09% at December 31, 2020. See the “Credit Quality” section of this MD&A for more detail on our NPLs.
Discussion of net interest income for the year ended December 31, 2019 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Net Interest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 12, 2021, and is incorporated herein by reference.
Noninterest Income
| Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2021 | 2020 | $ Change | % Change | |||||||||||
| Gains on Sales of Securities, net | $ | 6,869 | $ | 6,882 | $ | (13) | (0.2) | % | |||||||
| Service Charges, Commissions and Fees | 6,662 | 4,668 | 1,994 | 42.7 | % | ||||||||||
| Debit Card Interchange Fees | 7,226 | 5,857 | 1,369 | 23.4 | % | ||||||||||
| Insurance Commissions | 1,901 | 1,728 | 173 | 10.0 | % | ||||||||||
| Bank Owned Life Insurance Income | 1,380 | 1,400 | (20) | (1.4) | % | ||||||||||
| Other Real Estate Owned Income | 90 | 340 | (250) | (73.5) | % | ||||||||||
| Commercial Loan Swap Fee Income | 2,416 | 4,051 | (1,635) | (40.4) | % | ||||||||||
| Other | 2,337 | 1,654 | 683 | 41.3 | % | ||||||||||
| Total Noninterest Income | $ | 28,881 | $ | 26,580 | $ | 2,301 | 8.7 | % |
For the year ended December 31, 2021 compared to December 31, 2020, the increase of $2.3 million in total noninterest income was driven by increases in service charges, commissions and fee accounts of $2.0 million, debit card interchange fees of $1.4 million, $0.7 million increase in other income primarily due to a year-to-date gain of $0.5 million on the sale of four bank branches and higher insurance commissions of $0.2 million. The above increases were offset by lower commercial loan swap fee income of $1.6 million and a decrease in OREO income of $0.3 million. Service charges, commission and fees increased due to reinstating fees that were previously waived during 2020 for customers affected by the COVID-19 pandemic and debit
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
card interchange fees increased due to increased usage. The fluctuations in commercial loan swap fee income are due primarily to the timing and demand for this product in the current low interest rate environment.
Discussion of noninterest income for the year ended December 31, 2019 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Noninterest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 12, 2021, and is incorporated herein by reference.
Noninterest Expense
| (Dollars in Thousands) | Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||||
| Salaries and Employee Benefits | $ | 54,157 | $ | 52,390 | $ | 1,767 | 3.4 | % | |||||||
| Occupancy Expense, net | 13,556 | 13,369 | 187 | 1.4 | % | ||||||||||
| FDIC Insurance Expense | 2,157 | 2,313 | (156) | (6.7) | % | ||||||||||
| Other Taxes | 3,129 | 3,151 | (22) | (0.7) | % | ||||||||||
| Advertising Expense | 952 | 1,633 | (681) | (41.7) | % | ||||||||||
| Telephone Expense | 2,208 | 2,303 | (95) | (4.1) | % | ||||||||||
| Professional and Legal Fees | 5,255 | 5,006 | 249 | 5.0 | % | ||||||||||
| Data Processing Expense | 3,758 | 2,648 | 1,110 | 41.9 | % | ||||||||||
| Losses on Sales and Write-downs of Other Real Estate Owned, net | 3,622 | 1,435 | 2,187 | 152.4 | % | ||||||||||
| Losses on Sales and Write-downs of Bank Premises, net | 231 | 99 | 132 | 133.3 | % | ||||||||||
| Debit Card Expense | 2,777 | 2,565 | 212 | 8.3 | % | ||||||||||
| Tax Credit Amortization | 1,708 | 1,088 | 620 | 57.0 | % | ||||||||||
| Unfunded Loan Commitment Expense | — | (252) | 252 | NM | |||||||||||
| Other Real Estate Owned Expense | 407 | 657 | (250) | (38.1) | % | ||||||||||
| Goodwill Impairment Expense | — | 62,192 | (62,192) | NM | |||||||||||
| Other | 8,368 | 8,178 | 190 | 2.3 | % | ||||||||||
| Total Noninterest Expense | $ | 102,285 | $ | 158,775 | $ | (56,490) | (35.6) | % |
NM - percentage not meaningful
Total noninterest expense decreased $56.5 million to $102.3 million for the full year 2021 compared to $158.8 million compared to the full year 2020. The decline was driven by the one-time charge resulting from goodwill impairment of $62.2 million recorded in the third quarter of 2020. Offsetting the decrease were increases of $2.2 million in losses on sales and write-downs of OREO, net primarily due to nonrecurring write-downs related to closed bank branches. There were also increases of $1.8 million in salaries and employee benefits, a $1.1 million increase in data processing expense and a $0.6 million increase in tax credit amortization. The increase in salaries and employee benefits was due to increased profit sharing incentives of $1.1 million and higher medical expenses of $1.7 million, offset by lower salaries of $1.3 million due to our branch network optimization project. Higher data processing expenses resulted from increased customer accounts and new modules added to our core processor and the increase in tax credit amortization was due to new historic tax credits entered into throughout 2021.
Discussion of noninterest expense for the year ended December 31, 2019 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Noninterest Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 12, 2021, and is incorporated herein by reference.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Provision for Income Taxes
The provision for income taxes increased $3.3 million to $4.1 million for the year ended December 31, 2021 compared to $0.8 million for December 31, 2020. Pre-tax income increased $80.8 million for the year ended 2021 compared to 2020. A full goodwill impairment charge in the amount of $62.2 million was recorded in the third quarter of 2020. Our effective tax rate was 11.5% for the year ended December 31, 2021 compared to negative 1.7% for December 31, 2020. The increase in the effective tax rate is primarily due to a higher level of pre-tax income and a lower level of tax-exempt interest income for the year ended December 31, 2021 and the nondeductible goodwill impairment charge for the year ended December 31, 2020. The Company ordinarily generates an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest income, tax credit projects and Bank Owned Life Insurance (“BOLI”), which are relatively consistent regardless of the level of pre-tax income.
Discussion of provision for income taxes for the year ended December 31, 2019 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Provision for Income Taxes” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 12, 2021, and is incorporated herein by reference.
Financial Condition
December 31, 2021
Total assets of $4.1 billion decreased $45.4 million, or 1.1%, from December 31, 2020. Total portfolio loans at December 31, 2021 were $2.8 billion, decreasing $135.0 million, or 4.6%, year over year. We experienced a decline in total loans during 2021 primarily due to large commercial loan payoffs of approximately $312.3 million, $62.2 million of loan sales and mortgage refinancing sold in the secondary markets. The variances between loan segments for portfolio loans are also related to the adoption of Topic 326. See the impact of Topic 326 in Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. We made changes to our loan portfolio segments to align with the methodology applied in determining the allowance under CECL. The new segmentation breaks out an Other category from the original loan categories, which applies only to the current year 2021 and was not applied to periods during 2020 and prior years, therefore showing fluctuations in all categories. At January 1, 2021, the initial break-out of Other loans related to the adoption of Topic 326 totaled $379.9 million consisting of $140.8 million of Commercial Real Estate, (“CRE”), $78.1 million of Commercial and Industrial (“C&I”), $50.8 million of Residential Mortgages and $110.2 million of Construction. This segment of loans has unique risk attributes considered inconsistent with current underwriting standards. The analysis applied to this segment resulted in an expected credit loss of $51.3 million at adoption. Loans held-for-sale were $0.2 million at December 31, 2021 a decrease of $25.2 million over prior year.
The Company’s investment portfolio increased $143.7 million, or 18.5%, from December 31, 2020. Deposits increased $13.8 million from December 31, 2020 primarily due to our core deposits offset by the runoff of higher cost CDs and $84.7 million of deposits held-for-assumption in connection with the sale of four bank branches, which were completed during the second quarter of 2021. Shareholders’ equity at December 31, 2021 was $407.6 million, a $32.6 million or 7.4% decrease from $440.2 million at December 31, 2020.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Securities
The following table presents the composition of available-for-sale securities for the periods presented:
| (Dollars in Thousands) | 2021 | 2020 | $ Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Treasury Securities | $ | 4,413 | $ | — | $ | 4,413 | |||||
| U.S. Government Agency Securities | 3,478 | — | 3,478 | ||||||||
| Residential Mortgage-Backed Securities | 110,013 | 44,724 | 65,289 | ||||||||
| Commercial Mortgage-Backed Securities | 4,168 | 5,447 | (1,279) | ||||||||
| Asset Backed Securities | 81,863 | 133,557 | (51,694) | ||||||||
| Collateralized Mortgage Obligations | 287,614 | 218,359 | 69,255 | ||||||||
| Small Business Administration | 108,914 | 99,145 | 9,769 | ||||||||
| States and Political Subdivisions | 262,202 | 252,622 | 9,580 | ||||||||
| Corporate Notes | 59,735 | 24,825 | 34,910 | ||||||||
| Total Debt Securities | $ | 922,400 | $ | 778,679 | $ | 143,721 |
The balances and average rates of our securities portfolio are presented below as of December 31:
| (Dollars in Thousands) | 2021 | 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance | Weighted- Average Yield | Balance | Weighted- Average Yield | |||||||||||
| U.S. Treasury Securities | $ | 4,413 | 1.35 | % | $ | — | — | % | ||||||
| U.S. Government Agency Securities | 3,478 | 1.73 | % | — | — | % | ||||||||
| Residential Mortgage-Backed Securities | 110,013 | 0.44 | % | 44,724 | 1.86 | % | ||||||||
| Commercial Mortgage-Backed Securities | 4,168 | 2.02 | % | 5,447 | 2.77 | % | ||||||||
| Asset Backed Securities | 81,863 | 1.58 | % | 133,557 | 1.47 | % | ||||||||
| Collateralized Mortgage Obligations | 287,614 | 1.03 | % | 218,359 | 1.38 | % | ||||||||
| Small Business Administration | 108,914 | 1.47 | % | 99,145 | 1.69 | % | ||||||||
| States and Political Subdivisions | 262,202 | 2.41 | % | 252,622 | 2.69 | % | ||||||||
| Corporate Notes | 59,735 | 4.08 | % | 24,825 | 5.42 | % | ||||||||
| Total Securities Available-for-Sale | $ | 922,400 | 1.65 | % | $ | 778,679 | 2.02 | % |
The Company invests in various securities in order to maintain a source of liquidity, to satisfy various pledging requirements, to increase net interest income and as a tool of the ALCO to diversify and reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to us. Security purchases are subject to our Investment Policy approved annually by our Board and administered through ALCO and our treasury function.
The securities portfolio increased $143.7 million at December 31, 2021 compared to December 31, 2020. Securities comprise 22.3% of total assets at December 31, 2021 compared to 18.6% at December 31, 2020. The increase is a result of active balance sheet management and the Company’s excess cash position. We further diversified the securities portfolio as to bond types, maturities and interest rate structures.
At December 31, 2021, total gross unrealized gains in the available-for-sale portfolio were $10.0 million offset by $7.8 million of gross unrealized losses. At December 31, 2020, total gross unrealized gains in the available-for-sale portfolio were $22.6 million offset by $2.7 million of gross unrealized losses.
Management evaluates the securities portfolio for other-than-temporary impairment (“OTTI”) on a quarterly basis. During the years ended December 31, 2021 and December 31, 2020 the Company did not record any OTTI. The performance of the debt and equity securities markets could generate impairments in future periods requiring realized losses to be reported.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table sets forth the maturities of securities at December 31, 2021 and the weighted average yields of such securities.
Available-for-Sale Securities
| (Dollars in Thousands) | Maturing | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Within One Year | After One But Within Five Years | After Five But Within Ten Years | After Ten Years | |||||||||||||||||||||||||
| Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||
| U.S. Treasury Securities | $ | — | — | % | $ | — | — | % | $ | 4,413 | 1.35 | % | $ | — | — | % | ||||||||||||
| U.S. Government Agency Securities | — | — | % | — | — | % | 3,478 | 1.73 | % | — | — | % | ||||||||||||||||
| Residential Mortgage-Backed Securities(2) | 14 | 2.26 | % | — | — | % | — | — | % | 109,999 | 0.44 | % | ||||||||||||||||
| Commercial Mortgage-Backed Securities(2) | — | — | % | — | — | % | 4,168 | 2.02 | % | — | — | % | ||||||||||||||||
| Asset Backed Securities(2) | — | — | % | — | — | % | 17,259 | 2.18 | % | 64,604 | 1.42 | % | ||||||||||||||||
| Collateralized Mortgage Obligations(2) | — | — | % | — | — | % | 62,132 | 1.81 | % | 225,482 | 0.82 | % | ||||||||||||||||
| Small Business Administration | — | — | % | 1,922 | 1.47 | % | 63,530 | 1.47 | % | 43,462 | 1.47 | % | ||||||||||||||||
| States and Political Subdivisions | 731 | 4.11 | % | 963 | 2.75 | % | 70,814 | 2.23 | % | 189,694 | 2.47 | % | ||||||||||||||||
| Corporate Notes | — | — | % | — | — | % | 59,735 | 4.08 | % | — | — | % | ||||||||||||||||
| Total | $ | 745 | $ | 2,885 | $ | 285,529 | $ | 633,241 | ||||||||||||||||||||
| Weighted Average Yield(1) | 4.08 | % | 1.90 | % | 2.33 | % | 1.35 | % |
(1)Weighted -average yields are calculated on a taxable-equivalent basis using the federal statutory tax rate of 21 percent.
(2) Securities not due at a single maturity date
At December 31, 2021 the Company had no held-to-maturity securities; however, if at a future date we classify securities as held-to-maturity, our disclosures will show the weighted average yield for each range of maturities.
At December 31, 2021, the Company held 52% fixed rate and 48% floating rate securities. The floating rate securities may have a stated maturity greater than ten years, but the interest rate generally adjusts monthly. Therefore, the duration on these securities is short, generally less than one year, and will therefore not be as sensitive to interest rate changes.
Refer to Note 4, Investment Securities, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our securities.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Loan Composition
The following table summarizes our loan portfolio as of the periods presented:
| December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | 2021 | 2020 | 2019 | 2018 | 2017 | ||||||||||||||
| Commercial | |||||||||||||||||||
| Commercial Real Estate | $ | 1,323,252 | $ | 1,453,799 | $ | 1,365,310 | $ | 1,359,036 | $ | 1,479,765 | |||||||||
| Commercial and Industrial | 345,376 | 557,164 | 621,667 | 661,870 | 804,592 | ||||||||||||||
| Total Commercial Loans | 1,668,628 | 2,010,963 | 1,986,977 | 2,020,906 | 2,284,357 | ||||||||||||||
| Consumer | |||||||||||||||||||
| Residential Mortgages | 457,988 | 472,170 | 514,538 | 397,280 | 193,328 | ||||||||||||||
| Other Consumer | 44,666 | 57,647 | 73,688 | 73,058 | 79,980 | ||||||||||||||
| Total Consumer Loans | 502,654 | 529,817 | 588,226 | 470,338 | 273,308 | ||||||||||||||
| Construction | 282,947 | 406,390 | 309,563 | 212,548 | 126,780 | ||||||||||||||
| Other | 357,900 | — | — | — | — | ||||||||||||||
| Total Portfolio Loans | 2,812,129 | 2,947,170 | 2,884,766 | 2,703,792 | 2,684,445 | ||||||||||||||
| Loans Held-for-Sale | 228 | 25,437 | 19,714 | 2,559 | 517 | ||||||||||||||
| Loans Held-for-Sale in Connection with Sale of Bank Branches, at the lower of cost or fair value | — | 9,835 | — | — | — | ||||||||||||||
| Total Loans | $ | 2,812,357 | $ | 2,982,442 | $ | 2,904,480 | $ | 2,706,351 | $ | 2,684,962 |
Our loan portfolio represents our most significant source of interest income. The risk that borrowers are unable to pay such obligations is inherent in the loan portfolio. Other conditions such as downturns in the borrower's industry or the overall economic climate can significantly impact the borrower’s ability to pay.
Total portfolio loans decreased $135.0 million, or 4.6% to $2.8 billion at December 31, 2021 compared to $2.9 billion at December 31, 2020. We experienced a decline in total loans during 2021 primarily due to large commercial loan payoffs, $62.2 million of loan sales and mortgage refinancing sold in the secondary markets. The variances between loan segments for portfolio loans also relates to the adoption of Topic 326 as we adjusted our loan portfolio segments to align with the methodology applied in determining the allowance under CECL.
The commercial portfolio is monitored for potential concentrations of credit risk by market, loan type, property type and tenants.
Our exposure to the hospitality industry at December 31, 2021 equated to approximately $418.6 million, or 14.9% of total portfolio loans. These were mostly loans secured by upscale or top tier flagged hotels, which have historically exhibited low leverage and strong operating cash flows. Beginning in the second quarter of 2021, we observed improvements in occupancy and the average daily rates for our hotel clients following sharp declines throughout the pandemic. However, like many service industries our clients continue to face challenges with respect to labor, which impedes their ability to turnover rooms resulting in occupancy constraints. This has caused, or may cause, them to operate with lower levels of liquidity and an inability to reserve for capital improvements and may adversely affect their ability to pay property expenses, capital improvements and/or repay existing indebtedness. Contractual payments have been restored since the expiration of our deferral program on June 30, 2021. These developments, together with the current economic conditions, generally, may adversely impact the value of real estate collateral in hospitality and other commercial real estate exposure. As a result, our financial condition, capital levels and results of operations could be adversely affected.
Aggregate commitments to our top 10 credit relationships were $721.6 million at December 31, 2021. The Other segment represents 49.6% of the top 10 credit relationships.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table summarizes our top 10 relationships and a description of industries represented for the periods presented:
| Dollars in Thousands | For the Periods Ending | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Top Ten (10) Relationships | 12/31/2021 | 12/31/2020 | Change | 2021 % of Gross Loans | 2021 % of RBC | |||||||||||||
| 1. Hospitality, agriculture & energy | $ | 350,010 | $ | 375,990 | $ | (25,980) | 12.45 | % | 72.45 | % | ||||||||
| 2. Retail real estate & food services | 56,073 | 55,373 | 700 | 1.99 | % | 11.61 | % | |||||||||||
| 3. Hospitality | 55,634 | 61,691 | (6,057) | 1.98 | % | 11.51 | % | |||||||||||
| 4. Industrial & retail real estate | 45,653 | 41,439 | 4,214 | 1.62 | % | 9.45 | % | |||||||||||
| 5. Retail real estate | 38,250 | 35,388 | 2,862 | 1.36 | % | 7.92 | % | |||||||||||
| 6. Multifamily development | 36,720 | 40,874 | (4,154) | 1.31 | % | 7.60 | % | |||||||||||
| 7. Hospitality | 35,664 | 37,435 | (1,771) | 1.27 | % | 7.38 | % | |||||||||||
| 8. Multifamily & student housing | 35,405 | 38,787 | (3,382) | 1.26 | % | 7.33 | % | |||||||||||
| 9. Hospitality | 34,463 | 36,086 | (1,623) | 1.22 | % | 7.13 | % | |||||||||||
| 10. Special / limited use | 33,736 | 33,273 | 463 | 1.20 | % | 6.98 | % | |||||||||||
| Top Ten (10) Relationships | 721,608 | 756,336 | (34,728) | 25.66 | % | 149.36 | % | |||||||||||
| Total Gross Loans | 2,812,357 | 2,982,442 | (170,085) | |||||||||||||||
| % of Total Gross Loans | 25.66 | % | 25.36 | % | 0.30 | % | ||||||||||||
| Concentration Threshold (25% of Risk-based Capital ("RBC")) | $ | 120,781 | $ | 116,300 |
Unfunded commitments on lines of credit were $433.1 million at December 31, 2021 as compared to $410.7 million at December 31, 2020. The majority of unused commitments are for construction projects that will be drawn as the construction completes. Total utilization was 52.2% at December 31, 2021 and 47.8% at December 31, 2020. Unfunded commitments on commercial operating lines of credit was 51.7% at December 31, 2021 and 48.3% at December 31, 2020.
From time to time, we have mortgage loans held-for-sale derived from two sources. First, we purchase mortgage loans on a short-term basis from a partner financial institution that have fully executed sales contracts to end investors. Second, we originate and close mortgages with fully executed contracts with investors to purchase shortly after closing. We then hold these mortgage loans from both sources until funded by the investor, typically a two-week period. Mortgage loans held-for-sale were $0.2 million and $25.4 million at December 31, 2021 and December 31, 2020, respectively.
In addition to mortgage loans held-for-sale, the Company had $9.8 million in loans held-for-sale in connection with sale of Bank branches at December 31, 2020 that sold in the second quarter of 2021.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following tables present the maturity schedule of portfolio loan types at December 31, 2021:
| Maturity | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Within One Year | After One But Within Five Years | After Five But Within 15 Years | After 15 Years | Total | ||||||||||||||
| Fixed interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 47,934 | $ | 127,445 | $ | 48,615 | $ | 9,463 | $ | 233,457 | |||||||||
| Commercial and Industrial | 65,704 | 84,886 | 167,471 | 16,648 | 334,709 | ||||||||||||||
| Residential Mortgages | 4,463 | 7,680 | 72,577 | 29,696 | 114,416 | ||||||||||||||
| Other Consumer | 1,852 | 33,350 | 8,797 | — | 43,999 | ||||||||||||||
| Construction | 79,497 | 37,989 | 4,359 | 165 | 122,010 | ||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||
| Portfolio Loans with Fixed Interest Rates | $ | 199,450 | $ | 291,350 | $ | 301,819 | $ | 55,972 | $ | 848,591 | |||||||||
| Variable interest rates | |||||||||||||||||||
| Commercial Real Estate | $ | 46,124 | $ | 74,822 | $ | 570,774 | $ | 398,075 | $ | 1,089,795 | |||||||||
| Commercial and Industrial | 3,274 | 537 | 4,793 | 2,063 | 10,667 | ||||||||||||||
| Residential Mortgages | 1,380 | 2,538 | 19,679 | 319,975 | 343,572 | ||||||||||||||
| Other Consumer | 643 | 24 | — | — | 667 | ||||||||||||||
| Construction | 47,074 | 104,067 | 8,016 | 1,780 | 160,937 | ||||||||||||||
| Other | 346,729 | — | 7,712 | 3,459 | 357,900 | ||||||||||||||
| Portfolio Loans with Variable Interest Rates | $ | 445,224 | $ | 181,988 | $ | 610,974 | $ | 725,352 | $ | 1,963,538 | |||||||||
| Total Portfolio Loans | $ | 644,674 | $ | 473,338 | $ | 912,793 | $ | 781,324 | $ | 2,812,129 |
Refer to Note 5, Loans and Loans Held-For-Sale, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our loans.
Credit Quality
On a monthly basis, a Criticized Asset Committee meets to review certain special mention and substandard loans within prescribed policy thresholds. These loans typically represent the highest risk of loss to the Company. Action plans are established and these loans are monitored through regular contact with the borrower and loan officer, review of current financial information and other documentation, review of all loan or potential loan restructures or modifications and the regular re-evaluation of assets held as collateral.
On a quarterly basis, the Credit Risk Committee of the Board meets to review our loan portfolio metrics, approve segment limits, approve the adequacy of ACL, and findings from Loan Review identified in the previous quarter. Annually, this same committee approves credit related policies and policy enhancements as they become available.
Additional credit risk management practices include continuous reviews of our lending policies and procedures to support sound underwriting practices, concentrations, delinquencies and annual portfolio stress testing. Our Loan Review department serves as a mechanism to individually monitor credit quality and assess the effectiveness of credit risk management practices to provide oversight of all lending activities. The loan review function has the primary responsibility for assessing commercial credit administration and credit decision functions of consumer and mortgage underwriting, as well as providing input to the loan risk rating process. Our policy is to place loans in all categories in nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due based on contractual terms. Consumer unsecured loans and secured loans are evaluated for charge-off after the loan becomes 90 days past due. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Nonperforming assets (“NPAs”) consist of nonaccrual loans, nonaccrual troubled debt restructurings (“TDRs”) and other real estate owned (“OREO”). The following table summarizes nonperforming assets for the dates presented:
| (Dollars in Thousands) | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Nonperforming Loans | |||||||
| Commercial Real Estate | $ | 595 | $ | 224 | |||
| Commercial and Industrial | 451 | 456 | |||||
| Residential Mortgages | 2,551 | 4,135 | |||||
| Other Consumer | 73 | 191 | |||||
| Construction | 177 | 2,012 | |||||
| Other | — | — | |||||
| Total Nonperforming Loans | 3,847 | 7,018 | |||||
| Nonperforming Troubled Debt Restructurings | |||||||
| Commercial Real Estate | 2,742 | 21,667 | |||||
| Commercial and Industrial | — | — | |||||
| Residential Mortgages | — | — | |||||
| Other Consumer | — | — | |||||
| Construction | 808 | 3,319 | |||||
| Other | — | — | |||||
| Total Nonperforming Troubled Debt Restructurings | 3,550 | 24,986 | |||||
| Total Nonperforming Loans | 7,397 | 32,004 | |||||
| Other Real Estate Owned | 10,916 | 15,722 | |||||
| Total Nonperforming Assets | $ | 18,313 | $ | 47,726 | |||
| Nonperforming Loans to Total Portfolio Loans | 0.26 | % | 1.09 | % | |||
| Nonperforming Assets to Total Portfolio Loans plus Other Real Estate Owned | 0.65 | % | 1.61 | % |
NPLs decreased significantly by $24.6 million, or 76.9% compared to December 31, 2020, primarily due to the resolution of our largest NPL relationship and a significant decrease in the second largest NPL relationship, partly offset by new loans placed on nonaccrual status during 2021. The two largest NPL relationships had an aggregate principal balance of $21.4 million at December 31, 2020. We recognized charge-offs totaling $8.2 million related to these relationships during the second quarter of 2021 resulting in the release of $4.8 million of individually evaluated loan reserves. The $8.2 million in charge-offs consisted of a $6.3 million charge-off triggered by a settlement of the debt and proceeds received while the remaining $1.9 million charge-off was triggered by the sale of the underlying collateral through a purchase agreement approved by the bankruptcy court. Nonperforming construction loans decreased primarily due to paydowns from borrower asset sales on four loans related to one relationship during the fourth quarter of 2021. Paydowns on this relationship totaled $2.4 million and charge-offs totaled $1.9 million leaving a remaining book balance of $0.8 million that is adequately secured by collateral. Offsetting the declines were new NPLs totaling $2.8 million, of which $2.7 million is one loan. NPLs as a percentage of total portfolio loans were 0.26% at December 31, 2021 compared to 1.09% at December 31, 2020.
OREO decreased $4.8 million, or 30.6%, at December 31, 2021 compared to December 31, 2020 due to the sale of 23 branches and six OREO properties during 2021. Closed retail bank office carrying values decreased $1.5 million and have a remaining book value of $1.0 million at December 31, 2021 compared to $2.5 million at December 31, 2020. During 2021, 20 branch closures were completed and 16 of these were sold as part of our branch network optimization project that aligns with our strategic goals to enhance franchise value and improve operating efficiency.
There were no nonaccrual loans related to loans held-for-sale at December 31, 2021. As of December 31, 2020 total nonaccrual loans include $7 thousand in loans held-for-sale in connection with sale of Bank branches.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our nonperforming loans and OREO.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table summarizes past due loans for the dates presented:
| (Dollars in Thousands) | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Loans 30 to 89 Days Past Due | |||||||
| Commercial | |||||||
| Commercial Real Estate | $ | 229 | $ | 3,816 | |||
| Commercial and Industrial | 297 | 384 | |||||
| Total Commercial Loans | 526 | 4,200 | |||||
| Consumer | |||||||
| Residential Mortgages | 683 | 1,347 | |||||
| Other Consumer | 461 | 580 | |||||
| Total Consumer Loans | 1,144 | 1,927 | |||||
| Construction | — | 284 | |||||
| Other | — | — | |||||
| Total Loans 30 to 89 Days Past Due | $ | 1,670 | $ | 6,411 |
Portfolio loans past due 30 to 89 days or more and still accruing decreased $4.7 million, or 74.0% to $1.7 million at December 31, 2021 compared to $6.4 million at December 31, 2020, primarily in the commercial real estate segment. There were no loans during the year ended December 31, 2021 and December 31, 2020 that were past due more than 90 days and still accruing.
Closed-end installment loans, amortizing loans secured by real estate and any other loans with payments scheduled monthly are reported past due when the borrower is in arrears two or more monthly payments. Other multi-payment obligations with payments scheduled other than monthly are reported past due when one scheduled payment is due and unpaid for 30 days or more. We monitor delinquency on a monthly basis, including loans that are at risk for becoming delinquent and early stage delinquencies in order to identify emerging patterns and potential problem loans.
Troubled Debt Restructuring (“TDRs”) are loans that we, for economic or legal reasons related to a borrower’s financial difficulties, grant a concession to the borrower that we would not otherwise grant. The Company strives to identify borrowers in financial difficulty early and work with them to modify terms and conditions before their loan defaults and/or is transferred to nonaccrual status. Modified terms that might be considered a TDR generally include extension of maturity dates at a stated interest rate lower than the current market rate for a new loan with similar characteristics, reductions in contractual interest rates or principal deferment. While unusual, there may be instances of principal forgiveness. Short-term modifications that are considered insignificant are generally not considered a TDR unless there are other concessions granted.
An accruing loan that is characterized as a TDR can remain in accrual status if, based on a current credit analysis, collection of principal and interest in accordance with the modified terms is reasonably assured, and the borrower has demonstrated sustained historical performance for a reasonable period before the modification. All TDRs are considered to be impaired loans and will be reported as impaired loans for their remaining lives, unless a subsequent restructuring includes an interest rate equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk, we fully expect that the remaining principal and interest will be collected according to the restructured agreement or the contractual terms of the original loan agreement are restored. Generally, the Company individually evaluates all impaired loans, which includes TDRs, with a commitment greater than or equal to $1.0 million for Individually Evaluated Loan reserves. In addition, the Company may evaluate credits that have complex loan structures for impairment, even if the balance is less than $1.0 million. Nonaccrual TDRs can be returned to accruing status if the ultimate collectability of all contractual amounts due, according to the restructured agreement, is not in doubt and there is a period of a minimum of six months of satisfactory payment performance by the borrower either immediately before or after the restructuring.
As an example, consider a substandard commercial construction loan that is currently 90 days past due where the loan is restructured to extend the maturity date for a period longer than would be considered an insignificant period of time. The post-modification interest rate given to the borrower is considered to be lower than the current market rate for new debt with similar risk and all other terms remain the same according to the original loan agreement. This loan will be considered a TDR as the borrower is experiencing financial difficulty and a concession has been granted due to the significant extension, resulting in payment delay as well as the rate being lower than current market rate for new debt with similar risk. The loan will be reported
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
as a nonaccrual TDR and an impaired loan. In addition, the loan could be charged down to the fair value of the collateral if a confirmed loss exists. If the loan subsequently performs, by means of making on-time payments according to the newly restructured terms for a period of six months, and it is expected that all remaining principal and interest will be collected according to the terms of the restructured agreement, the loan will be returned to accrual status and reported as an accruing TDR. The loan will remain an impaired loan for the remaining life of the loan because the interest rate was not adjusted to be equal to or greater than the rate that would be accepted at the time of the restructuring for a new loan with comparable risk.
Allowance for Credit Losses
The following summarizes our allowance for credit loss experience at December 31 for each of the years presented:
| (Dollars in Thousands) | 2021 | 2020 | 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance Beginning of Year | $ | 54,074 | $ | 38,762 | $ | 39,199 | |||||
| Impact of CECL Adoption | 61,642 | — | — | ||||||||
| Provision for Credit Losses | 3,350 | 18,006 | 3,404 | ||||||||
| Charge-offs: | |||||||||||
| Commercial Real Estate | 19,662 | 40 | 69 | ||||||||
| Commercial and Industrial | 374 | 66 | 22 | ||||||||
| Residential Mortgages | 273 | 258 | 197 | ||||||||
| Other Consumer | 2,256 | 3,991 | 4,401 | ||||||||
| Construction | 1,859 | — | 393 | ||||||||
| Other | — | — | — | ||||||||
| Total Charge-offs | 24,424 | 4,355 | 5,082 | ||||||||
| Recoveries: | |||||||||||
| Commercial Real Estate | 159 | 707 | — | ||||||||
| Commercial and Industrial | 291 | 2 | — | ||||||||
| Residential Mortgages | 168 | 27 | 9 | ||||||||
| Other Consumer | 586 | 737 | 602 | ||||||||
| Construction | 93 | 188 | 630 | ||||||||
| Other | — | — | — | ||||||||
| Total Recoveries | 1,297 | 1,661 | 1,241 | ||||||||
| Total Net Charge-offs | 23,127 | 2,694 | 3,841 | ||||||||
| Balance End of Year | $ | 95,939 | $ | 54,074 | $ | 38,762 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.79% | 0.09% | 0.13% | ||||||||
| Allowance for Credit Losses to Total Portfolio Loans | 3.41% | 1.83% | 1.34% |
Total net charge-offs increased to $23.1 million for the year ended December 31, 2021 compared to $2.7 million for the year ended December 31, 2020 primarily in the commercial real estate segment. In the quarter ended June 30, 2021, we released $4.8 million of specific reserves in connection with the resolution of our two largest CRE nonperforming relationships and recognized $8.2 million in charge-offs. In the quarter ended September 30, 2021, the Bank sold nine CRE loans within two performing relationships with an unpaid principal balance of $50.2 million, which resulted in charge-offs of $9.2 million and a net release of reserves of $3.1 million. Finally, in the quarter ended December 31, 2021, we sold an additional two notes, which resulted in $2.2 million net charge-offs and added $0.5 million to provision expense. We also recorded a $1.9 million net charge-off for a nonperforming lot development relationship.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following is the Allocation of the ACL balance by segment as of December 31 for the years presented below:
| 2021 | 2020 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Amount | % of Loans in each Category to Total Portfolio Loans | Amount | % of Loans in each Category to Total Portfolio Loans | ||||||||||
| Commercial Real Estate | $ | 17,297 | 47.0 | % | $ | 36,428 | 49.3 | % | ||||||
| Commercial & Industrial | 4,111 | 12.3 | % | 5,064 | 18.9 | % | ||||||||
| Residential Mortgages | 4,368 | 16.3 | % | 2,099 | 16.0 | % | ||||||||
| Other Consumer | 1,493 | 1.6 | % | 2,479 | 2.0 | % | ||||||||
| Construction | 6,939 | 10.1 | % | 8,004 | 13.8 | % | ||||||||
| Other | 61,731 | 12.7 | % | — | — | % | ||||||||
| Balance End of Year | $ | 95,939 | 100.0 | % | $ | 54,074 | 100.0 | % |
While the variances within the loan segments relate to the Day 1 impact of CECL, our ACL has a higher concentration of commercial loans including CRE, C&I and construction. The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions. Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.
The following table summarizes the credit quality ratios and their components as of December 31 for the years presented below:
| (Dollars in Thousands) | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| Allowance for Credit Losses to Total Portfolio Loans | |||||||
| Allowance for Credit Losses | $ | 95,939 | $ | 54,074 | |||
| Total Portfolio Loans | 2,812,129 | 2,947,170 | |||||
| Allowance for Credit Losses to Total Portfolio Loans | 3.41 | % | 1.83 | % | |||
| Nonperforming Loans to Total Portfolio Loans | |||||||
| Nonperforming Loans | $ | 7,397 | $ | 32,004 | |||
| Total Portfolio Loans | 2,812,129 | 2,947,170 | |||||
| Nonperforming Loans to Total Portfolio Loans | 0.26 | % | 1.09 | % | |||
| Allowance for Credit Losses to Nonperforming Loans | |||||||
| Allowance for Credit Losses | $ | 95,939 | $ | 54,074 | |||
| Nonperforming Loans | 7,397 | 32,004 | |||||
| Allowance for Credit Losses to Nonperforming Loans | 1,297.00 | % | 168.96 | % | |||
| Net Charge-offs to Average Portfolio Loans | |||||||
| Net Charge-offs | $ | 23,127 | $ | 2,694 | |||
| Average Total Portfolio Loans | 2,927,083 | 2,959,376 | |||||
| Net Charge-offs to Average Portfolio Loans | 0.79 | % | 0.09 | % |
A discussion of the factors that drove the material changes in the ACL ratios presented in the table above, such as the significant reduction in nonperforming loans and the significant increase in net charge-offs have been communicated in the paragraphs preceding this table within the Credit Quality and Allowance for Credit Losses sections within this MD&A.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Prior to the adoption of Topic 326 on January 1, 2021, we calculated our ACL using an incurred loan loss methodology. The following tables are disclosures related to the allowance for credit losses in prior periods.
The following table summarizes the ACL balance as of December 31, 2020:
| (Dollars in Thousands) | 2020 | ||
|---|---|---|---|
| Collectively Evaluated for Impairment | $ | 38,824 | |
| Individually Evaluated for Impairment | 15,250 | ||
| Total Allowance for Credit Losses | $ | 54,074 |
The ACL was $95.9 million, or 3.41%, of total portfolio loans at December 31, 2021 compared to $54.1 million, or 1.83% December 31, 2020.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our ACL.
Deposits
The daily average balance of deposits and rates paid on deposits are summarized in the following table for the years ended December 31:
| 2021 | 2020 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Average Balance | Rate | Average Balance | Rate | ||||||||||
| Noninterest-Bearing Demand Deposits | $ | 736,974 | — | $ | 634,864 | — | ||||||||
| Noninterest-Bearing Demand Deposits Held for Assumption in Connection with Sale of Bank Branches | — | — | 6,776 | — | ||||||||||
| Interest-Bearing Demand | 413,714 | 0.24 | % | 317,664 | 0.36 | % | ||||||||
| Money Market | 383,391 | 0.29 | % | 194,129 | 0.47 | % | ||||||||
| Savings | 663,382 | 0.10 | % | 591,967 | 0.11 | % | ||||||||
| Certificates of Deposit | 1,484,436 | 1.31 | % | 1,765,310 | 1.79 | % | ||||||||
| Interest-Bearing Deposits Held for Assumption in Connection with Sale of Bank Branches | — | — | % | 67,665 | 1.52 | % | ||||||||
| Total Interest-Bearing Deposits | 2,944,923 | 0.76 | % | 2,936,735 | 1.21 | % | ||||||||
| Total Deposits | $ | 3,681,897 | 0.60 | % | $ | 3,578,375 | 0.99 | % |
The following table presents additional information about our year-end deposits:
| (Dollars in Thousands) | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| Deposits from the Certificate of Deposit Account Registry Services (CDARS) | $ | 139 | $ | 139 | |||
| Noninterest-Bearing Public Funds Deposits | 58,393 | 34,457 | |||||
| Interest-Bearing Public Funds Deposits | 123,968 | 139,386 | |||||
| Total Deposits not Covered by Deposit Insurance(1) | 396,626 | 377,398 | |||||
| Certificates of Deposits not Covered by Deposit Insurance | 147,134 | 181,057 | |||||
| Deposits from Certain Directors, Executive Officers and their Affiliates | 3,032 | 6,697 |
(1) These deposits are presented on an estimated basis. This estimate was determined based on the same methodologies and assumptions used for regulatory reporting requirements.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Maturities of CDs over $250,000 or more not covered by deposit insurance at December 31, 2021 are summarized as follows:
| (Dollars in Thousands) | Amount | Percent | |||||
|---|---|---|---|---|---|---|---|
| Three Months or Less | $ | 29,123 | 19.8 | % | |||
| Over Three Months Through Twelve Months | 38,980 | 26.5 | % | ||||
| Over Twelve Months Through Three Years | 52,850 | 35.9 | % | ||||
| Over Three Years | 26,181 | 17.8 | % | ||||
| Total | $ | 147,134 | 100.0 | % |
Refer to Note 12, Deposits, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our deposits.
Federal Home Loan Bank (“FHLB”) Borrowings
Information pertaining to FHLB advances at December 31 is summarized in the table below:
| (Dollars in Thousands) | 2021 | 2020 | 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at Period End | $ | 7,000 | $ | 35,000 | $ | 10,000 | |||||
| Average Balance during Period | 25,986 | 30,628 | 2,329 | ||||||||
| Average Interest Rate during the Period | 1.20 | % | 1.18 | % | 1.63 | % | |||||
| Maximum Month-end Balance during the Period | 35,000 | 35,000 | 10,000 | ||||||||
| Average Interest Rate at Period End | 1.61 | % | 1.13 | % | 1.63 | % |
The Company held FHLB Atlanta stock of $2.4 million and $5.1 million at December 31, 2021 and December 31, 2020, respectively. Dividends recorded on this restricted stock were $121 thousand and $218 thousand for the years ended December 31, 2021 and December 31, 2020, respectively. The investment is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. We hold FHLB stock because we are a member of the FHLB of Atlanta. The FHLB requires members to purchase and hold a specified level of FHLB stock based upon the members’ asset values, level of borrowings and participation in other programs offered. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of the FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.
Refer to Note 13, Federal Home Loan Bank Borrowings, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our borrowings.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Capital Resources
The following table summarizes ratios for the Company for December 31:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Common Equity Tier 1 | ||||||
| Carter Bankshares, Inc. | 14.21 | % | 13.08 | % | ||
| Carter Bank and Trust | 14.04 | % | 13.06 | % | ||
| Tier 1 Ratio | ||||||
| Carter Bankshares, Inc. | 14.21 | % | 13.08 | % | ||
| Carter Bank and Trust | 14.04 | % | 13.06 | % | ||
| Total Risk-Based Capital Ratio | ||||||
| Carter Bankshares, Inc. | 15.46 | % | 14.33 | % | ||
| Carter Bank and Trust | 15.29 | % | 14.31 | % | ||
| Leverage Ratio | ||||||
| Carter Bankshares, Inc. | 10.62 | % | 10.26 | % | ||
| Carter Bank and Trust | 10.49 | % | 10.24 | % |
Total shareholders’ equity decreased by $32.6 million to $407.6 million at December 31, 2021 compared to $440.2 million at December 31, 2020. The decrease was primarily due to the $50.7 million cumulative-effect adjustment related to the adoption of Topic 326, a $14.0 million, net of tax, decrease in other comprehensive loss due to changes in the fair value of available-for-
sale securities and $0.5 million related to the repurchase of common stock, partially offset by net income of $31.6 million. The remaining difference of $1.0 million is related to stock-based compensation during the year ended December 31, 2021.
The Company continues to maintain its capital position with a leverage ratio of 10.62% as compared to the regulatory guideline of 5.00% to be well-capitalized and a risk-based Common Equity Tier 1 ratio of 14.21% compared to the regulatory guideline of 6.50% to be well-capitalized. Our risk-based Tier 1 and Total Capital ratios were 14.21% and 15.46%, respectively, which places the Company above the federal bank regulatory agencies’ well-capitalized guidelines of 8.00% and 10.00%, respectively. We believe that we have the ability to raise additional capital, if necessary.
In July 2013 the federal banking agencies issued a final rule to implement the Basel III Final Rules and the minimum leverage and risk-based capital requirements of the Dodd-Frank Act. The final rule established a comprehensive capital framework and went into effect on January 1, 2015 for smaller banking organizations such as the Company. The rule also requires the Company and the Bank to maintain a capital conservation buffer composed of Common Equity Tier 1 capital in an amount greater than 2.50% of total risk-weighted assets beginning in 2019. The capital conservation buffer was phased-in, in equal increments from 2016 through 2019. As a result, starting in 2019, the Company and the Bank were required to maintain a Common Equity Tier 1 risk-based capital ratio greater than 7.0%, a Tier 1 risk-based capital ratio greater than 8.5%, and a Total risk-based capital ratio greater than 10.5%; otherwise, they will be subject to restrictions on capital distributions and discretionary bonus payments.
Federal regulators periodically propose amendments to the regulatory capital rules and the related regulatory framework and consider changes to the capital standards that could significantly increase the amount of capital needed to meet applicable standards. The timing of adoption, ultimate form and effect of any such proposed amendments cannot be predicted.
The community bank leverage ratio final rule was effective on January 1, 2020 and allows qualifying community banking organizations to calculate a leverage ratio to measure capital adequacy. Qualifying banking organizations that have less than $10 billion total assets, a leverage ratio of greater than 9%, and meet other criteria such as off-balance sheet exposures and trading assets limits. Banks opting into this framework are not required to calculate or report risk-based capital. We did not adopt this framework; therefore, capital ratios are calculated and reported as detailed above.
Refer to Note 21, Capital Adequacy, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our capital.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Contractual Obligations
Contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude contingent contractual liabilities for which we cannot reasonably predict future payments. The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. The following table presents as of December 31, 2021, significant fixed and determinable contractual obligations to third parties by payment date:
| Payments Due In | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Less Than One Year | One to Three Years | Three to Five Years | More Than five Years | Total | ||||||||||||||
| Deposits without a Stated Maturity (1) | $ | 2,354,158 | $ | — | $ | — | $ | — | $ | 2,354,158 | |||||||||
| Certificates of Deposits (1) | 565,385 | 493,445 | 283,891 | 1,597 | 1,344,318 | ||||||||||||||
| Federal Home Loan Bank Borrowings (2) | 7,000 | — | — | — | 7,000 | ||||||||||||||
| Operating and Capital Leases | 447 | 1,000 | 877 | 7,549 | 9,873 | ||||||||||||||
| Purchase Obligations | 4,697 | 6,919 | 6,769 | 5,190 | 23,575 | ||||||||||||||
| Total | $ | 2,931,687 | $ | 501,364 | $ | 291,537 | $ | 14,336 | $ | 3,738,924 |
(1) Excludes Interest
(2) The FHLB borrowing of $7.0 million was prepaid in January 2022 outside of its scheduled maturity.
Lease contracts are described in Note 8, Premises and Equipment, of the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Purchase obligations primarily represent obligations under agreement with a third-party data processing vendor and communications charges.
Off-Balance Sheet Arrangements
In the normal course of business, the Company offers our customers lines of credit and letters of credit to meet their financing objectives. The undrawn or unfunded portion of these facilities do not represent outstanding balances and therefore are not reflected in our financial statements as loans receivable. The Company provides lines of credit to our clients to memorialize the commitment to finance the completion of construction projects and revolving lines of credit to operating companies to finance their working capital needs. Lines of credit for construction projects represent $283.9 million, or 55.3% and $391.4 million, or 66.2% of the commitments to extend credit identified in the table below at December 31, 2021 and December 31, 2020, respectively. The Company provides letters of credit, generally, for the benefit or our customers to provide assurance to various municipalities that construction projects will be completed according to approved plans and specifications. These instruments involve elements of credit and interest rate risk and our exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, could be equal to the contractual amount of the obligation less the value of any collateral. The Company analyzes this risk and calculates a reserve for unfunded commitments. The same credit policies are applied in granting these facilities as those used for underwriting loans. Lines of credit to finance construction projects include a construction end date, at which time the loan is expected to convert to a mini-perm loan. A department independent of our lending group monitors construction commitments of $1.0 million or more. Lines of credit to operating companies to finance working capital include a maturity date and may include various financial covenants. Letters of credit include an expiration date unless it is a standby letter of credit which automatically renews but generally provide for a termination clause on an annual basis given sufficient notice to the beneficiary. The Company typically charges an annual fee for the issuance of letters of credit. Because letters of credit are expected to expire without being drawn upon, these commitments do not necessarily represent future cash requirements of the Company.
The following table sets forth the commitments and letters of credit as of December 31:
| (Dollars in Thousands) | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| Commitments to Extend Credit | $ | 513,482 | $ | 591,175 | |||
| Standby Letters of Credit | 27,083 | 29,293 | |||||
| Total | $ | 540,565 | $ | 620,468 |
Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Liquidity
Liquidity is defined as a financial institution’s ability to meet its cash and collateral obligations at a reasonable cost. This includes the ability to satisfy the financial needs of depositors who want to withdraw funds or borrowers needing to access funds to meet their credit needs. In order to manage liquidity risk the Company’s Board has delegated authority to the ALCO for formulation, implementation and oversight of liquidity risk management for the Company. The ALCO’s goal is to maintain adequate levels of liquidity at a reasonable cost to meet funding needs in both a normal operating environment and for potential liquidity stress events. The ALCO monitors and manages liquidity through various ratios, reviewing cash flow projections, performing stress tests and by having a detailed contingency funding plan. The ALCO policy guidelines define graduated risk tolerance levels. If our liquidity position moves to a level that has been defined as high risk, specific actions are required, such as increased monitoring or the development of an action plan to reduce the risk position.
Our primary funding and liquidity source is a stable customer deposit base. Management believes that we have the ability to retain existing deposits and attract new deposits, mitigating any funding dependency on other more volatile sources. Although deposits are the primary source of funds, the Company has identified various other funding sources that can be used as part of our normal funding program when either a structure or cost efficiency has been identified. Additional funding sources accessible to the Company include borrowing availability at the FHLB, equal to 25% of the Company’s assets approximating $1.0 billion, subject to the amount of eligible collateral pledged, federal funds lines with six other correspondent financial institutions in the amount of $145.0 million, access to the institutional CD market, and the brokered deposit market. In addition to the lines referenced above, the Company also has $743.8 million of unpledged available-for-sale investment securities as an additional source of liquidity.
An important component of our ability to effectively respond to potential liquidity stress events is maintaining a cushion of highly liquid assets. Highly liquid assets are those that can be converted to cash quickly, with little or no loss in value, to meet financial obligations. ALCO policy guidelines define a ratio of highly liquid assets to total assets by graduated risk tolerance levels of minimal, moderate and high. At December 31, 2021, the Bank had $985.1 million in highly liquid assets, which consisted of $64.9 million in interest-bearing deposits in other financial institutions, $176.2 million in FRB Excess Reserves, $743.8 million in unpledged securities and $0.2 million in mortgage loans held-for-sale. This resulted in highly liquid assets to total assets ratio of 23.8% at December 31, 2021.
If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.
The following table provides detail of liquidity sources as of December 31:
| (Dollars in Thousands) | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| Cash and Due From Banks | $ | 36,698 | $ | 38,535 | |||
| Interest Bearing Deposits in Other Financial Institutions | 64,905 | 39,954 | |||||
| Federal Reserve Bank Excess Reserves | 176,196 | 163,453 | |||||
| Unpledged Investment Securities | 743,836 | 632,724 | |||||
| Excess Pledged Securities | 28,417 | 7,857 | |||||
| FHLB Borrowing Availability | 667,307 | 510,533 | |||||
| Unsecured Lines of Credit | 145,000 | 145,000 | |||||
| Total Liquidity Sources | $ | 1,862,359 | $ | 1,538,056 |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Inflation
Management is aware of the significant effect inflation has on interest rates and can have on financial performance. The Company’s ability to cope with this is best determined by analyzing its capability to respond to changing interest rates and its ability to manage noninterest income and expense. The mix of interest-rate sensitive assets and liabilities is monitored through ALCO in order to reduce the impact of inflation on net interest income. The effects of inflation are controlled by reviewing the prices of our products and services, by introducing new products and services and by controlling overhead expenses. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.
Stock Repurchase Plan
On December 13, 2021, the Company authorized, effective December 10, 2021, a common stock repurchase program to purchase up to two million shares of the Company’s common stock in the aggregate over a period of twelve months. As of December 31, 2021, 30,407 shares of common stock had been repurchased under this program at an average price of $15.22 per share.
The specific timing, price and quantity of repurchases will be at our discretion and will depend on a variety of factors, including general market conditions, the trading price of common stock, legal and contractual requirements, applicable securities laws and the Company’s financial performance. The repurchase plan does not obligate us to repurchase any particular number of shares.
The Stock Repurchase Plan is also described in Item 5, Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities, of this Annual Report on Form 10-K.
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