grepcent / static financial knowledge base

MainStreet Bancshares, Inc. (MNSB)

CIK: 0001693577. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-13.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1693577. Latest filing source: 0001437749-26-008073.

Informational only - descriptive public-record data, not investment advice.

Business

Read MNSB's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read MNSB's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue135,615,000USD20252026-03-13
Net income15,613,000USD20252026-03-13
Assets2,212,669,000USD20252026-03-13

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001693577.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric201720182019202020212022202320242025
Revenue88,679,000127,761,000137,867,000135,615,000
Net income9,209,00013,950,00015,717,00022,171,00026,674,00026,585,000-9,980,00015,613,000
Gross profit75,310,00080,082,00065,826,00073,572,000
Diluted EPS1.381.691.852.653.263.25-1.601.76
Operating cash flow12,591,00016,692,00017,016,00029,124,00033,544,00031,633,00014,740,00014,811,000
Capital expenditures1,375,000990,0001,282,0001,806,0001,125,000497,000909,0004,174,000
Dividends paid0.001,882,0003,011,0003,046,0003,050,000
Share buybacks13,797,0000.006,918,00043,000732,0004,336,000
Assets1,100,613,0001,277,358,0001,643,165,0001,647,402,0001,878,197,0002,035,432,0002,228,098,0002,212,669,000
Liabilities979,362,0001,140,324,0001,475,500,0001,458,614,0001,727,469,0001,813,915,0002,020,107,0001,994,078,000
Stockholders' equity68,801,000121,251,000137,034,000167,665,000188,788,000198,282,000221,517,000207,991,000218,591,000
Free cash flow11,216,00015,702,00015,734,00027,318,00032,419,00031,136,00013,831,00010,637,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric201720182019202020212022202320242025
Net margin30.08%20.81%-7.24%11.51%
Return on equity7.59%10.18%9.37%11.74%13.45%12.00%-4.80%7.14%
Return on assets0.84%1.09%0.96%1.35%1.42%1.31%-0.45%0.71%
Liabilities / equity8.088.328.807.738.718.199.719.12

Industry Peer Context

Each number-line places MNSB against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

MNSB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.MNSB Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%MNSB 11.5%

ROE peer context

MNSB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.MNSB ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%MNSB 7.1%

ROA peer context

MNSB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.MNSB ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%MNSB 0.7%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

MNSB FY2025 free cash flow bridge from reported figures.MNSB FY2025 free cash flow bridge from reported figures.MNSB free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$14.8MOperating cash flow-$4.2MCapex$10.6MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001437749-26-008073; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001437749-26-008073; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001437749-26-008073; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

MNSB revenue, last 4 periods. Source: SEC companyfacts FY2025.MNSB revenue, last 4 periods. Source: SEC companyfacts FY2025.MNSB RevenueLatest point: FY2025 = $135.6MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$125.0M$250.0M$88.7MFY2022$127.8MFY2023$137.9MFY2024$135.6MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: Revenues. Source concepts: us-gaap:Revenues.

MNSB net income, last 5 periods. Source: SEC companyfacts FY2025.MNSB net income, last 5 periods. Source: SEC companyfacts FY2025.MNSB Net incomeLatest point: FY2025 = $15.6MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

MNSB gross profit, last 4 periods. Source: SEC companyfacts FY2025.MNSB gross profit, last 4 periods. Source: SEC companyfacts FY2025.MNSB Gross profitLatest point: FY2025 = $73.6MSource: SEC companyfacts FY2025.Fiscal yearGross profit$0.0B$125.0M$250.0M$75.3MFY2022$80.1MFY2023$65.8MFY2024$73.6MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.

MNSB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.MNSB diluted eps, last 5 periods. Source: SEC companyfacts FY2025.MNSB Diluted EPSLatest point: FY2025 = $1.76/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$2.00/share$0.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

MNSB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.MNSB operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.MNSB Operating cash flowLatest point: FY2025 = $14.8MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

MNSB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.MNSB capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.MNSB Capital expendituresLatest point: FY2025 = $4.2MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

MNSB dividends paid, last 5 periods. Source: SEC companyfacts FY2025.MNSB dividends paid, last 5 periods. Source: SEC companyfacts FY2025.MNSB Dividends paidLatest point: FY2025 = $3.0MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

MNSB share buybacks, last 5 periods. Source: SEC companyfacts FY2025.MNSB share buybacks, last 5 periods. Source: SEC companyfacts FY2025.MNSB Share buybacksLatest point: FY2025 = $4.3MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

MNSB assets, last 5 periods. Source: SEC companyfacts FY2025.MNSB assets, last 5 periods. Source: SEC companyfacts FY2025.MNSB AssetsLatest point: FY2025 = $2.2BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: Assets. Source concepts: us-gaap:Assets.

MNSB liabilities, last 5 periods. Source: SEC companyfacts FY2025.MNSB liabilities, last 5 periods. Source: SEC companyfacts FY2025.MNSB LiabilitiesLatest point: FY2025 = $2.0BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

MNSB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.MNSB stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.MNSB Stockholders' equityLatest point: FY2025 = $218.6MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

MNSB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.MNSB free cash flow, last 5 periods. Source: SEC companyfacts FY2025.MNSB Free cash flowLatest point: FY2025 = $10.6MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-008073; filed 2026-03-13. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001693577.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.71reported discrete quarter
2022-Q32022-09-300.97reported discrete quarter
2023-Q12023-03-311.01reported discrete quarter
2023-Q22023-06-3030,706,0006,946,0000.85reported discrete quarter
2023-Q32023-09-3031,694,0006,341,0000.77reported discrete quarter
2023-Q42023-12-3133,078,0005,147,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3132,374,0003,305,0000.36reported discrete quarter
2024-Q22024-06-3033,327,0002,618,0000.27reported discrete quarter
2024-Q32024-09-3033,591,000265,000-0.04reported discrete quarter
2024-Q42024-12-3135,119,000-16,167,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3132,963,0002,453,0000.25reported discrete quarter
2025-Q22025-06-3034,286,0004,590,0000.53reported discrete quarter
2025-Q32025-09-3032,464,0004,517,0000.52reported discrete quarter
2025-Q42025-12-3131,875,0004,053,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3131,218,0004,100,0000.48reported discrete quarter

Quarterly Charts

MNSB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.MNSB quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.MNSB Quarterly RevenueLatest point: 2026-Q1 = $31.2MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-015780; filed 2026-05-08. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

MNSB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.MNSB quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.MNSB Quarterly Net incomeLatest point: 2026-Q1 = $4.1MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-015780; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

MNSB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.MNSB quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.MNSB Quarterly Diluted EPSLatest point: 2026-Q1 = $0.48/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$0.50/share$0.00/share$1.50/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-015780; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001437749-26-015780.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended as a review of significant factors affecting the Company’s consolidated financial condition and results of operations for the periods indicated. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the related notes and the Company’s Annual Report on Form 10-K, which contains audited consolidated financial statements of the Company as of and for the year ended December 31, 2025, previously filed with the SEC on March 13, 2026. Results for the three months ended March 31, 2026 are not necessarily indicative of results for the year ending December 31, 2026 or any future period.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Important factors that could cause actual results to differ materially from those in the forward–looking statements included herein include, but are not limited to:

Column 1Column 2Column 3
general economic conditions, either nationally or in our market area, that are worse than expected;
Column 1Column 2Column 3
competition among depository and other financial institutions, particularly intensified competition for deposits;
Column 1Column 2Column 3
inflation and an interest rate environment that may reduce our margins or reduce the fair value of certain of our financial instruments;
Column 1Column 2Column 3
adverse changes in the securities markets;
Column 1Column 2Column 3
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;
Column 1Column 2Column 3
the impact of significant changes in accounting procedures or requirements on our financial condition or results of operations;
Column 1Column 2Column 3
our ability to enter new markets successfully and capitalize on growth opportunities;
Column 1Column 2Column 3
our ability to successfully integrate acquired and newly organized entities;
Column 1Column 2Column 3
changes in consumer spending, borrowing and savings habits;
Column 1Column 2Column 3
changes in accounting policies and practices;
Column 1Column 2Column 3
changes in our organization, compensation and benefit plans;
Column 1Column 2Column 3
our ability to attract and retain key employees;
Column 1Column 2Column 3
changes in our financial condition or results of operations that reduce capital;
Column 1Column 2Column 3
changes in the financial condition or future prospects of issuers of securities that we own;
Column 1Column 2Column 3
the concentration of our business in the Northern Virginia as well as the greater Washington, DC metropolitan area and the effect of changes in the economic, political and environmental conditions on those markets;
Column 1Column 2Column 3
adequacy of or increases in the allowance for credit losses;
Column 1Column 2Column 3
cyber threats, attacks or other data security events;
Column 1Column 2Column 3
fraud or misconduct by internal or external parties;
Column 1Column 2Column 3
reliance on third parties for key services;

29

Column 1Column 2Column 3
deterioration of our asset quality, including an increase in loan delinquencies, problem assets and foreclosures;
Column 1Column 2Column 3
future performance of our loan portfolio with respect to recently originated loans;
Column 1Column 2Column 3
additional risks related to new lines of business, products, product enhancements or services;
Column 1Column 2Column 3
results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for credit losses or to write-down assets or take other supervisory action;
Column 1Column 2Column 3
the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;
Column 1Column 2Column 3
liquidity, interest rate and operational risks associated with our business;
Column 1Column 2Column 3
implications of our status as a smaller reporting company;
a work stoppage, forced quarantine, or other interruption or the unavailability of key employees;
volatility in the financial institution industry, including failures and/or rumors of possible failures of other financial institutions and actions by regulatory authorities in response thereto;
litigation or governmental actions;
impairment of a material asset;
federal layoffs and shut downs, and potential government contract terminations or non-renewals;
possible income tax and accounting effects of recently enacted legislation; and
"Risk Factors" and other information included in our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report on Form 10-Q.

Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-Q to reflect future events or developments.

Overview

As used herein, the “Company,” “we,” “our,” and “us” refer to MainStreet Bancshares, Inc. and its subsidiaries, and the “Bank” refers to MainStreet Bank.

MainStreet Bancshares, Inc.

MainStreet Bancshares, Inc. is a financial holding company that owns 100% of MainStreet Bank and MainStreet Community Capital, LLC.

The Company and its subsidiaries are incorporated in and chartered by the Commonwealth of Virginia. The Company’s executive offices are located at 10089 Fairfax Boulevard, Fairfax, Virginia. Our telephone number is (703) 481-4567, and our internet address is www.mstreetbank.com. The information contained on our website shall not be considered part of this Quarterly Report on Form 10-Q, and the reference to our website does not constitute incorporation by reference of the information contained on the website.

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MainStreet Bank

MainStreet Bank is a community commercial bank incorporated in and chartered by the Commonwealth of Virginia. The Bank is a member of the Federal Reserve Bank of Richmond, and its deposits are insured by the FDIC. The Bank opened for business on May 26, 2004, and is headquartered in Fairfax, Virginia. We currently operate seven Bank branches; located in Herndon, Fairfax, McLean, Clarendon, Leesburg, and Middleburg in Virginia, and one in Washington D.C. The Bank has two subsidiaries, both limited liability companies, that it uses to hold real estate acquired through foreclosure.

We emphasize providing responsive and personalized services to our clients. Due to the consolidation of financial institutions in our primary market area, we believe there is a significant opportunity for a local bank to provide a full range of financial services. By offering highly professional, personalized banking products and service delivery methods and employing advanced banking technologies, we seek to distinguish ourselves from larger, regional banks operating in our market area and believe we are able to compete effectively with other community banks.

We believe we have a solid franchise that meets the financial needs of our clients and communities by providing an array of personalized products and services delivered by seasoned banking professionals with decisions made at the local level. We believe a significant customer base in our market prefers to do business with a local institution that has a local management team, a local Board of Directors and local founders and that this customer base may not be satisfied with the responsiveness of larger regional banks. By providing quality services, coupled with the opportunities provided by the economies in our market area, we have generated and expect to continue to generate organic growth.

We service Northern Virginia as well as the greater Washington, D.C. metropolitan area. Our goal is to deliver a customized and targeted mix of products and services that meets or exceeds customer expectations. To accomplish this goal, we have deployed a premium operating system that gives customers access to up-to-date banking technology. These systems and our highly skilled staff have allowed us to compete with larger financial institutions. The combination of sophisticated technology and personal service sets us apart from our competition. We strive to be the leading community bank in our market.

The Company's business is focused core banking where we offer a full range of banking services to individuals, small to medium-sized businesses and professionals through both traditional and electronic delivery.

We were the first community bank in the Washington, D.C. metropolitan area to offer a full online business banking solution, including remote check scanners on a business customer’s desktop. We offer mobile banking apps for iPhones, iPads and Android devices that provide for remote deposit of checks. In addition, we were the first bank headquartered in the Commonwealth of Virginia to offer CDARS, the Certificate of Deposit Account Registry Service. We offer our customers a suite of reciprocal deposit options through IntraFI, an innovative reciprocal deposit placement service that offers FDIC insurance on deposits up to $265 million. We believe that enhanced electronic delivery systems and technology increase profitability through greater productivity and cost control and allow us to offer new and better products and services.

Our products and services include: business and consumer checking, premium interest-bearing checking, business account analysis, savings, certificates of deposit and other depository services, as well as a broad array of commercial, real estate and consumer loans. Internet account access is available for all personal and business accounts, internet bill payment services are available on most accounts, and a robust online cash management system is available for business customers.

MainStreet Community Capital, LLC

In September 2021, the Company created a community development entity (“CDE”) subsidiary, MainStreet Community Capital, LLC, a Virginia limited liability company, to apply for N

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-13. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on significant changes in the financial condition and results of operations of the Company during the years ended December 31, 2025 and 2024. The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Company. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements.

33

Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Important factors that could cause actual results to differ materially from those in the forward–looking statements included herein include, but are not limited to:

Column 1Column 2Column 3
general economic conditions, either nationally or in our market area, that are worse than expected;
Column 1Column 2Column 3
competition among depository and other financial institutions, particularly intensified competition for deposits;
Column 1Column 2Column 3
inflation and an interest rate environment that may reduce our margins or reduce the fair value of financial instruments;
Column 1Column 2Column 3
adverse changes in the securities markets;
Column 1Column 2Column 3
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;
Column 1Column 2Column 3
our ability to enter new markets successfully and capitalize on growth opportunities;
Column 1Column 2Column 3
our ability to successfully integrate acquired entities;
Column 1Column 2Column 3
changes in consumer spending, borrowing and savings habits;
Column 1Column 2Column 3
changes in accounting policies and practices;
Column 1Column 2Column 3
changes in our organization, compensation and benefit plans;
Column 1Column 2Column 3
our ability to attract and retain key employees;
Column 1Column 2Column 3
changes in our financial condition or results of operations that reduce capital;
Column 1Column 2Column 3
changes in the financial condition or future prospects of issuers of securities that we own;
Column 1Column 2Column 3
the concentration of our business in the Northern Virginia as well as the greater Washington, DC metropolitan area and the effect of changes in the economic, political and environmental conditions on this market;
Column 1Column 2Column 3
adequacy of our allowance for credit losses;
Column 1Column 2Column 3
deterioration of our asset quality;
Column 1Column 2Column 3
cyber threats, attacks or events;
Column 1Column 2Column 3
reliance on third parties for key services;
Column 1Column 2Column 3
future performance of our loan portfolio with respect to recently originated loans;
Column 1Column 2Column 3
additional risks related to new lines of business, products, product enhancements or services;
Column 1Column 2Column 3
results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for credit losses or to write-down assets or take other supervisory action;
Column 1Column 2Column 3
the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;
Column 1Column 2Column 3
liquidity, interest rate and operational risks associated with our business;
Column 1Column 2Column 3
a work stoppage, forced quarantine, or other interruption or the unavailability of key employees;
Column 1Column 2Column 3
volatility in the financial institution industry, including failures and/or rumors of possible failures of other financial institutions and actions by regulatory authorities in response thereto;
Column 1Column 2Column 3
litigation or governmental actions;
Column 1Column 2Column 3
impairment of a material asset; and
Column 1Column 2Column 3
other factors beyond our knowledge or control.

34

Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-K to reflect future events or developments. Additional information on risk factors that may affect forward-looking statements is included under “Risk Factors” in this Form 10-K.

Critical Accounting Policies

The discussion of the critical accounting policies and analysis set forth below is intended to supplement and highlight information contained in the accompanying Consolidated Financial Statements and the selected financial data presented elsewhere in this Form 10-K.

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. Critical accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the current period or in future periods.

The Company’s critical accounting policy relates to the allowance for credit losses. This critical accounting policy requires the use of estimates, assumptions and judgments which are based on information available as of the date of the financial statements. Accordingly, as this information changes, future financial statements could reflect the use of different estimates, assumptions and judgments. Certain determinations inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.

Allowance for Credit Losses: On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. The determination of the appropriate level of the ACL on loans inherently involves a high degree of subjectivity and requires the Company to make significant judgments concerning credit risks and trends using quantitative and qualitative information, as well as reasonable and supportable forecasts of future economic conditions, all of which may undergo frequent and significant changes. Changes in conditions, including unforeseen events, changes in asset-specific risk characteristics, and other economic factors, both within and outside the Company’s control, may indicate the need for an increase or decrease in the ACL on loans. While management makes every effort to utilize the best information available in making its assessment of the ACL estimate, the estimation process is inherently challenging as potential changes in any one factor or input may occur at different rates and/or impact pools of loans in different ways. Further, changes in factors and inputs may also be directionally inconsistent, such that improvement in one factor may offset deterioration in others. See Note 1. Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements for a more detailed description of methodology and impact of adoption.

35

Selected Financial Data

The following table sets forth summarized historical consolidated financial information for each of the periods indicated. This information should be read together with the accompanying consolidated financial statements included in this Form 10-K. The historical information indicated as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024, and 2023, has been derived from the Company's audited consolidated financial statements for the years ended December 31, 2025, 2024, and 2023. Historical results set forth below and elsewhere in this Form 10-K are not necessarily indicative of future performance.

At December 31,
20252024
(In thousands)
Selected Financial Condition Data:
Total assets$2,212,669$2,228,098
Total cash and cash equivalents162,756207,708
Total investment securities71,75271,825
Loans receivable, net1,841,8331,810,556
Bank owned life insurance40,75239,507
Premises and equipment, net, including property held for sale at fair value16,33613,287
Total deposits1,899,1841,907,794
Subordinated debt, net69,93673,039
Total stockholders’ equity218,591207,991

36

For the year ended December 31,
202520242023
(In thousands)
Selected Operating Data:
Interest income$131,588$134,615$124,421
Interest expense62,04372,04147,679
Net interest income69,54562,57476,742
Provision for credit losses(70)6,7631,642
Net interest income after provision for credit losses69,61555,81175,100
Total non-interest income4,0273,2523,340
Total non-interest expenses54,55172,96745,616
Income (loss) before income taxes19,091(13,904)32,824
Income tax expense (benefit)3,478(3,924)6,239
Net income (loss)15,613(9,980)26,585
Less: Preferred stock dividends2,1562,1562,156
Net income (loss) available to common shareholders$13,457$(12,136)$24,429
Basic and diluted earnings (loss) per common share$1.76$(1.60)$3.25
At or For the Years Ended December 31,
202520242023
Performance Ratios:
Return on average assets0.73%(0.47)%1.36%
Return on average equity7.33%(4.44)%12.66%
Interest rate spread (1)(3)2.58%2.01%3.05%
Net interest margin (1)(3)3.46%3.13%4.15%
Efficiency ratio (2)(3)74.15%110.85%56.96%
Non-interest expense to average assets2.55%3.42%2.33%
Average interest-earning assets to average interest-bearing liabilities128.69%131.19%142.48%
Per share Data and Shares Outstanding:
Earnings (loss) per common share (basic and diluted)$1.76$(1.60)$3.25
Book value per common share$25.52$23.77$25.81
Dividends per common share$0.40$0.40$0.40
Tangible book value per common share (1)$25.52$23.77$23.86
Market value per common share$20.36$18.10$24.81
Weighted average common shares (basic and diluted)7,652,5047,606,3917,522,913
Common shares outstanding at end of period7,496,5717,603,7657,527,415
Capital Ratios (Bank):
Common equity tier 1 (CET1) capital to risk-weighted assets15.05%14.64%16.22%
Total risk-based capital to risk-weighted assets16.08%15.69%17.18%
Tier 1 capital to risk-weighted assets15.05%14.64%16.22%
Tier 1 capital to average assets13.28%12.08%14.66%
Asset Quality Ratios:
Allowance for credit losses on loans as a percentage of total loans1.04%1.06%0.96%
Allowance for credit losses on loans as a percentage of non-performing loans61.33%89.84%16.44X
Net charge-offs to average outstanding loans during the period0.00%0.25%0.03%
Non-performing loans as a percentage of total loans1.69%1.18%0.06%
Non-performing assets as a percentage of total assets1.50%0.97%0.05%
Other Data:
Common equity / total assets8.65%8.11%9.54%
Tangible equity / tangible assets (1)9.88%9.33%10.24%
Average tangible equity to average tangible assets9.95%9.80%10.31%
Number of offices666
Number of full-time equivalent employees171204186
(1)Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.
(2)Efficiency ratio is calculated as non-interest expense as a percentage of net interest income and non-interest income.
(3)Calculated on a fully tax equivalent (FTE) basis.

37

Analysis of Results of Operations for the Years Ended December 31, 2025, 2024, and 2023

Net Income

The following table sets forth the principal components of net income (loss) for the periods indicated.

For the Year Ended December 31,
20252024% Change20242023% Change
(In thousands)(In thousands)
Interest income$131,588$134,615(2.25)%$134,615$124,4218.19%
Interest expense62,04372,041(13.88)%72,04147,67951.10%
Net interest income69,54562,57411.14%62,57476,742(18.46)%
Provision for credit losses(70)6,763(101.04)%6,7631,642311.88%
Net interest income after provision for credit losses69,61555,81124.73%55,81175,100(25.68)%
Non-interest income4,0273,25223.83%3,2523,340(2.63)%
Non-interest expense54,55172,967(25.24)%72,96745,61659.96%
Net income (loss) before income taxes19,091(13,904)237.31%(13,904)32,824(142.36)%
Income tax expense (benefit)3,478(3,924)188.63%(3,924)6,239(162.89)%
Net income (loss)15,613(9,980)256.44%(9,980)26,585(137.54)%
Less: Preferred stock dividends2,1562,1560.00%2,1562,1560.00%
Net income (loss) available to common shareholders$13,457$(12,136)210.88%$(12,136)$24,429(149.68)%

Net income for the year ended December 31, 2025, was $15.6 million, an increase of $25.6 million, compared to a net loss of $10.0 million for the year ended December 31, 2024. The increase in net income was due to a decrease in interest expense of $10.0 million and a decrease of non-interest expenses of $18.4 million compared to the same period in the prior year.

Net Interest Income and Net Interest Margin

Net interest income is the principal component of the Company’s income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest margin, stated as a percentage, is the yield obtained by dividing the difference between interest income generated on earning assets and the interest expense paid on all funding sources by average earning assets. Fluctuations in interest rates as well as changes in the volume and mix of earning assets and interest-bearing liabilities can impact net interest income and net interest margin.

Net interest income before provision for credit losses totaled $69.5 million for the year ended December 31, 2025, compared to $62.6 million for the year ended December 31, 2024. The increase in net interest income was driven by a decrease in deposit interest expense discussed below, for the year ended December 31, 2025.

The net interest margin was 3.46% for the year ended December 31, 2025, compared to 3.13% for the year ended December 31, 2024, on a fully tax equivalent basis. The increase in net interest margin primarily resulted from a decrease of interest expense on our interest-bearing liabilities. The primary drivers of decreased interest expense came from cost management on demand, money market, and time deposits during 2025. Additionally, the federal funds target rate decreasing by 75 basis points in 2025 impacted our maturing wholesale deposits that repriced in a lower interest rate environment.

The yield for the year ended December 31, 2025 for the loan portfolio was 6.82% compared to 7.02% for the year ended December 31, 2024. The decreasing yield primarily reflects the repricing of variable rate loans at lower rates in 2025 compared to higher rates in prior years. The Federal Reserve's targeted benchmark interest rate range was 525 - 550 basis points through September 2024. The range was lowered to 425 - 450 by December 2024 and lowered again starting in September 2025 to a range of 350 - 375 by December 2025.

For the year ended December 31, 2025, the yield on the taxable investment securities portfolio was 3.26% compared to 3.08% for the year ended December 31, 2024. For the year ended December 31, 2025, the yield on the tax-exempt investment securities portfolio was 3.85% compared to 3.80% for the year ended December 31, 2024. The increase in yield on the tax-exempt investment securities was primarily due to lower yields on investment securities maturing during the period.

The rate paid on interest-bearing deposits decreased to 3.92% during the year ended December 31, 2025, from 4.70% during the year ended December 31, 2024. This decrease was a result of lower rates paid on all outstanding deposits in conjunction with the decreasing rate environment throughout the year.

38

The rate paid on FHLB borrowings and federal funds purchased for the year ended December 31, 2025 was 0.00% and 4.71%, respectively, compared to the prior year of 5.61% for FHLB borrowings and 5.78% for federal funds purchased. This decrease was a result of lower rates paid on all outstanding borrowings in conjunction with the decreasing rate environment throughout the year.

Discussion of net interest income and net interest margin for 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 and Net Interest Margin” 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 20, 2024, and is incorporated herein by reference.

The following table sets forth the major components of net interest income and the related yields and rates for the year ended December 31, 2025, compared to the years ended December 31, 2024 and December 31, 2023.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.

For the Year Ended December 31,
202520242023
Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)
(Dollars in thousands)
Interest-earning assets:
Loans (1)$1,820,481$124,2116.82%$1,782,061$125,1777.02%$1,659,179$116,4827.02%
Investment securities
Taxable52,4011,7073.26%54,9351,6933.08%57,3861,8363.20%
Tax-exempt35,3821,3623.85%36,3791,3843.80%37,8101,3483.57%
Interest-bearing deposits at other financial institutions1,216544.44%815415.03%1,207615.05%
Federal funds sold111,1444,5404.08%136,2586,6114.85%101,6824,9774.89%
Total interest-earning assets$2,020,624$131,8746.53%$2,010,448$134,9066.71%$1,857,264$124,7046.71%
Non-interest-earning assets120,810126,13897,923
Total assets$2,141,434$2,136,586$1,955,187
Interest-bearing liabilities:
Interest-bearing demand deposits$117,493$4,1873.56%$181,109$8,6614.78%$83,087$1,7862.15%
Money market deposits486,94518,8523.87%464,40021,3864.61%365,81513,6313.73%
Savings and NOW deposits107,1511,4691.37%54,3857541.39%49,5655461.10%
Time deposits785,37834,2394.36%748,93837,3644.99%702,03426,9053.83%
Total interest-bearing deposits$1,496,967$58,7473.92%$1,448,832$68,1654.70%$1,200,501$42,8683.57%
Federal funds purchased1,973934.71%9,9415755.78%5,5832995.36%
Federal Home Loan Bank advances820465.61%24,9591,2244.90%
Subordinated debt71,2233,2034.50%72,8523,2554.47%72,4553,2884.54%
Total interest-bearing liabilities$1,570,163$62,0433.95%$1,532,445$72,0414.70%$1,303,498$47,6793.66%
Non-interest-bearing liabilities:
Demand deposits and other liabilities358,157379,510441,768
Total liabilities$1,928,320$1,911,955$1,745,266
Stockholders’ Equity213,114224,631209,921
Total liabilities and Stockholders’ equity$2,141,434$2,136,586$1,955,187
Net interest income$69,831$62,865$77,025
Interest rate spread (2)2.58%2.01%3.05%
Net interest-earning assets (3)$450,461$478,003$553,766
Net interest margin (4)3.46%3.13%4.15%
Average interest-earning assets to average interest-bearing liabilities128.69%131.19%142.48%
Column 1Column 2
(1)Includes loans classified as non-accrual.
Column 1Column 2
(2)Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.
Column 1Column 2
(3)Net interest earning assets represent total average interest–earning assets less total average interest–bearing liabilities.
Column 1Column 2
(4)Net interest margin represents net interest income divided by total average interest-earning assets.
Column 1Column 2
(5)Income and yields for all periods are reported on a tax-equivalent basis using the federal statutory rate of 21%. Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.

39

Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

For the Twelve Months EndedFor the Twelve Months Ended
December 31, 2025 and 2024December 31, 2024 and 2023
Increase (Decrease) Due toTotal IncreaseIncrease (Decrease) Due toTotal Increase
VolumeRate(Decrease)VolumeRate(Decrease)
(In thousands)(In thousands)
Interest-earning assets:
Loans$2,654$(3,620)$(966)$8,695$$8,695
Investment securities(121)113(8)(98)(9)(107)
Interest-bearing deposits at other financial institutions18(5)$13(20)(20)
Federal funds(1,112)(959)(2,071)1,675(41)1,634
Total interest-bearing assets$1,439$(4,471)$(3,032)$10,252$(50)$10,202
Interest-bearing liabilities:
Interest-bearing demand deposits$(2,591)$(1,883)$(4,474)$3,375$3,500$6,875
Money market deposit accounts1,007(3,541)(2,534)4,1353,6207,755
Savings and NOW deposits726(11)71556152208
Time deposits1,755(4,880)(3,125)1,8738,58610,459
Total deposits$897$(10,315)$(9,418)$9,439$15,858$25,297
Federal funds purchased(392)(90)(482)25125276
Federal Home Loan Bank advances(46)(46)(1,333)155(1,178)
Subordinated debt(74)22(52)18(51)(33)
Total interest-bearing liabilities385(10,383)(9,998)8,37515,98724,362
Change in net interest income$1,054$5,912$6,966$1,877$(16,037)$(14,160)

Provision for Credit Losses

We establish a provision for credit losses, which is charged to operations, in order to maintain the allowance for credit losses at a level we consider necessary to absorb expected credit losses that are reasonably estimated at the balance sheet date. In determining the level of the allowance for credit and off-balance sheet losses, we consider past and current loss experience, evaluations of real estate collateral, current and future economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates as more information becomes available or economic conditions change.

This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as circumstances change as more information becomes available. The allowance for credit losses on loans is assessed on a monthly basis and provisions are made for credit losses on loans as required in order to maintain the allowance at the required level determined by our analysis. The allowance for off-balance sheet credit is assessed quarterly and provisions are made to maintain the allowance at the required level determined by our analysis.

The provision for credit losses on loans decreased to a recovery of credit loss of $0.1 million for the year ended December 31, 2025, compared to the prior year which ended at a credit loss provision of $7.5 million. The provision for credit losses on off-balance sheet exposure was a net provision of $48,000 compared to the prior year which ended with a net recovery of $0.7 million. The decrease in provision for credit losses on loans was primarily driven by less charge offs taken in 2025 compared to 2024. The recovery of credit losses for off-balance sheet exposure was driven by fluctuations in our revolving credit line utilization rates as of December 31, 2025. Loan originations decreased $21.6 million, which totaled $374.0 million for the year ended December 31, 2024 compared to loan originations of $352.5 million for the year ended December 31, 2025. Non-performing loans were $21.7 million at December 31, 2024 and $31.5 million at December 31, 2025.

During the year ended December 31, 2025, classified loans increased $26.8 million for a balance of $84.2 million. During the year ended December 31, 2025, criticized loans increased $25.2 million to $110.5 million. During the year ended December 31, 2025, watch list loans increased $46.1 million to $168.7 million. Management does not believe any significant loss exposure currently exists in these loans. All classified loans are considered individually evaluated and have strong collateral positions, with satisfactory loan-to-value (LTVs) ratios. Criticized loans continue to perform, are well collateralized, and show improving trends. During the year ended December 31, 2025, there was $0.9 million in charge-offs recorded and recoveries of $0.8 million were received. During the year ended December 31, 2024, there was $4.6 million in charge-offs recorded and recoveries received of $28,000.

Discussion of provision for credit losses for 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 Credit Losses” 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 20, 2024, and is incorporated herein by reference.

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Non-Interest Income

Our primary sources of non-interest income are service charges on deposit accounts, such as interchange fees and statement fees, and income earned on bank owned life insurance. The following table presents, for the periods indicated, the major categories of non-interest income:

For the Year Ended December 31,
20252024% Change
(In thousands)
Non-interest income
Deposit account service charges$2,184$1,9969.42%
Bank owned life insurance income1,2451,1894.71%
Gain on retirement of subordinated debt273100.00%
Net loss on securities called or matured(48)(100.00)%
Gain on equity securities103100.00%
Other fee income22211593.04%
Total non-interest income$4,027$3,25223.83%

Non-interest income increased $0.8 million, or 23.8%, to $4.0 million for the year ended December 31, 2025 from $3.3 million for the year ended December 31, 2024. The increase in non-interest income was primarily due to a $0.3 million gain on retirement of subordinated debt and an increase in deposit account service charges and other fee income of $0.2 million for the year ended December 31, 2025. Bank owned life insurance income increased $0.1 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, due to the elevated rate environment throughout 2025.

Discussion of non-interest income for 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 “Non-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 20, 2024, and is incorporated herein by reference.

Non-Interest Expense

Generally, non-interest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest component of non-interest expense is salaries and employee benefits. Non-interest expense also includes operational expenses, such as occupancy and equipment expenses, professional fees, advertising expenses and other general and administrative expenses, including FDIC assessments, communications, travel, meals, training, supplies and postage. The following table presents, for the periods indicated, the major categories of non-interest expense:

For the Year Ended December 31,
20252024% Change
(In thousands)
Non-interest expense
Salaries and employee benefits$31,587$30,4753.65%
Furniture and equipment expenses3,8403,6365.61%
Advertising and marketing2,0512,199(6.73)%
Occupancy expenses1,4071,614(12.83)%
Outside services3,7763,6274.11%
Franchise tax2,0982,226(5.75)%
FDIC insurance2,1351,34259.09%
Data processing1,4711,3548.64%
Administrative expenses9969297.21%
Computer software intangible impairment19,721(100.00)%
Other operating expenses5,1905,844(11.19)%
Total non-interest expense$54,551$72,967(25.24)%

41

Non-interest expense decreased $18.4 million or 25.2% to $54.6 million for the year ended December 31, 2025 from $73.0 million for the year ended December 31, 2024 primarily as a result of the impairment of the computer software intangible of $19.7 million recognized during the year ended December 31, 2024. Salaries and employee benefits expense increased by $1.1 million to $31.6 million for the year ended December 31, 2025 from $30.5 million for the year ended December 31, 2024. FDIC insurance expense increased $0.8 million to $2.1 million for the year ended December 31, 2025, from $1.3 million for the year ended December 31, 2024 due to significant deposit growth earlier in the year, as those deposits were temporary, we expect this expense to return to previous levels. Other operating expenses decreased $0.7 million from $5.8 million for the year ended December 31, 2024 to $5.2 million for the year ended December 31, 2025 due to expense management. Furniture and equipment expenses increased $0.2 million to $3.8 million for the year ended December 31, 2025 from $3.6 million for the year ended December 31, 2024.  Many of the non-interest expense categories remain consistent for the year ended December 31, 2025 compared to the year ended December 31, 2024 as management continues to exercise judicious expense controls.

Discussion of non-interest expense for 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 “Non-Interest 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 20, 2024, and is incorporated herein by reference.

Income Tax Expense

Income tax expense increased $7.4 million or 188.6%, to a tax expense of $3.5 million for the year ended December 31, 2025 from a tax benefit of $3.9 million for the year ended December 31, 2024. The increase in income tax expense for the year ended December 31, 2025 compared to the same period a year earlier was driven by the return to net income for the year ended December 31, 2025  from a net loss recorded for the year ended December 31, 2024.  For the year ended December 31, 2025, the Bank had an effective tax rate of 18.2%, compared to effective benefit rate of 28.2% for the year ended December 31, 2024.

Discussion of income tax expense for 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 “Income Tax 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 20, 2024, and is incorporated herein by reference.

Comparison of Statements of Financial Condition at December 31, 2025 and at December 31, 2024

Total Assets

Total assets decreased $15.4 million, or 0.7%, to $2.21 billion at December 31, 2025 from $2.23 billion at December 31, 2024. The decrease was primarily the result of decreases of $45.0 million in cash and cash equivalents offset by an increase of $31.3 million in net loans receivable.

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Investment Securities

We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements, assist in achieving Community Reinvestment Act (CRA) objectives, and meet regulatory capital and liquidity requirements. Our investment policy is established and reviewed annually by the Board of Directors. We are permitted under federal law to invest in various types of liquid assets, including United States Government obligations, securities of various federal agencies and of state and municipal governments, mortgage-backed securities, time deposits of federally insured institutions, subordinated debt of other financial institutions, equity securities, certain bankers’ acceptances and federal funds.

Our investment objectives are to maintain high asset quality, to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to generate a favorable return. The Board of Directors has the overall responsibility for the investment portfolio, including approval of our investment policy. The Board of Directors is also responsible for implementation of the investment policy and monitoring investment performance. The Board of Directors reviews the status of the investment portfolio on a quarterly basis, or more frequently if warranted.

Generally accepted accounting principles require that, at the time of purchase, we designate a security as held-to-maturity, available-for-sale, or trading, depending on our ability and intent to hold such security. Debt securities available-for-sale are reported at fair value, while debt securities held-to-maturity are reported at amortized cost. We do not maintain a trading portfolio. Establishing a trading portfolio would require specific authorization by the Board of Directors.

The total investment securities portfolio, including both investment securities available-for-sale and investment securities held-to-maturity, was $71.8 million at December 31, 2025, a decrease of $0.1 million compared with December 31, 2024. At December 31, 2025, the investment securities portfolio includes $58.0 million of investment securities available-for-sale and $13.8 million of investment securities held-to-maturity compared to $55.7 million of investment securities available-for-sale and $16.1 million of investment securities held-to-maturity at December 31, 2024.

The Company did not sell any securities within the investment portfolio during the year ended December 31, 2025 or 2024.

For available-for-sale securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security, or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value, and the entire loss is recorded in earnings.

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at December 31, 2025, are summarized in the following table. Maturities are based on the final contractual payment date, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Adjustable-rate mortgage-backed securities are included in the period in which interest rates are next scheduled to adjust. The Company does invest in both taxable and non-taxable municipal securities. No material changes occurred in the non-taxable security portfolio for the year ended December 31, 2025.

More than One YearMore than Five YearsMore than
One Year or Lessthrough Five Yearsthrough Ten YearsTen YearsTotal
WeightedWeightedWeightedWeightedWeighted
AmortizedAverageAmortizedAverageAmortizedAverageAmortizedAverageAmortizedFairAverage
CostYield (1)CostYield (1)CostYield (1)CostYield (1)CostValueYield (1)
(Dollars in thousands)
Securities available-for-sale:
Collateralized Mortgage Securities$$$5112.71%$18,5161.56%$19,027$16,0531.59%
Subordinated Debt7507.75%11,1224.34%11,87211,2064.07%
Preferred Stock4688.11%4684688.11%
Municipal Securities
Taxable7201.50%1,7272.03%7,1502.47%9,5977,6892.32%
Tax-exempt4,2304.17%18,1533.53%22,38320,4513.65%
U.S. Government Agencies556.07%2,0436.09%2,0982,0876.09%
Total$$1,470$17,6454.03%$46,3302.74%$65,445$57,9543.04%
Securities held-to-maturity:
Municipal Securities
Tax-exempt$3994.13%$3,1404.14%$3,6064.63%$6,6534.70%$13,798$13,7544.54%
Total$3994.13%$3,1404.14%$3,6064.63%$6,6534.70%$13,798$13,7544.54%
Column 1Column 2Column 3
(1)Weighted average yields are a non-GAAP measure and are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%. Weighted average yield is calculated as the tax-equivalent yield on a pro rata basis for each security based on its relative amortized cost.

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Loan Portfolio

Our primary source of income is derived from interest earned on loans. Our loan portfolio consists of loans secured by real estate as well as commercial business loans and consumer loans. Our loan customers primarily consist of small- to medium-sized businesses, professionals, real estate investors, small residential builders and individuals. Our owner occupied and investment commercial real estate loans, residential construction loans and commercial business loans provide us with higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, and are complemented by our relatively lower risk residential real estate loans to individuals. Our lending activities are principally directed to our market area consisting of the Washington, D.C. and Northern Virginia metropolitan areas.

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2025. Demand loans, having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

As of December 31, 2025
Single-FamilyMulti-FamilyFarmlandOwner OccupiedNon-Owner Occupied
(In thousands)
Amounts due in:
One year or less$27,481$30,768$$31,485$118,995
After one year through two years25,36163,47812,12569,476
After two years through three years23,95245,97760,20096,305
After three years through five years58,76144,53478,448103,685
After five years through ten years69,12639,416116249,497164,600
After ten years through fifteen years6661,2476312,55713,332
After fifteen years10,6324,227
Total$215,979$225,420$179$448,539$566,393
Construction & Land DevelopmentCommercial & IndustrialConsumerTotal Loan Portfolio Maturities
Amounts due in:(In thousands)
One year or less$143,886$39,653$582$392,850
After one year through two years30,08717,467202218,196
After two years through three years31,2823,69099261,505
After three years through five years11,01327,465232324,138
After five years through ten years71,0258,53933602,352
After ten years through fifteen years13,3738,12849,366
After fifteen years2,04916,908
Total$300,666$106,991$1,148$1,865,315

The following table sets forth our fixed and adjustable-rate loans at December 31, 2025, that are contractually due after December 31, 2025.

Due After December 31, 2025
FixedAdjustable
RatesRatesTotal
(In thousands)
Residential Real Estate:
Single Family$102,911$113,068$215,979
Multifamily158,17767,243225,420
Farmland179179
Commercial Real Estate:
Owner Occupied219,088229,451448,539
Non-Owner Occupied299,352267,041566,393
Construction & Land Development72,225228,441300,666
Commercial – Non-Real Estate:
Commercial & Industrial48,04158,950106,991
Consumer – Non-Real Estate:
Unsecured210210
Secured84593938
Totals$901,028$964,287$1,865,315

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The following table shows our loan originations, participations, purchases, sales and repayment activities for the periods indicated.

Years Ended December 31,
20252024
(In thousands)
Total loans at beginning of year:$1,834,998$1,727,091
Loans originated:
Real Estate Loans:
Residential Real Estate:
Single Family41,35428,067
Multifamily44,03015,032
Farmland106
Commercial Real Estate:
Owner Occupied101,87939,131
Non-Owner Occupied22,023104,372
Construction & Land Development95,023158,831
Commercial – Non-Real Estate:
Commercial & Industrial47,54227,957
Consumer – Non-Real Estate:
Unsecured210343
Secured410209
Total loans originated:352,471374,048
Loan principal repayments:
Principal repayments320,457266,141
Loans transferred to other real estate owned:
Transfers to other real estate owned1,697
Net loan activity30,317107,907
Total loans at the end of year$1,865,315$1,834,998

Loans, net of unearned income, totaled $1.9 billion at December 31, 2025, an increase of $30.3 million from December 31, 2024. The increase in total loans was primarily driven by growth in the overall loan portfolio, with increases in commercial real estate for owner occupied and non-owner occupied segments as well as in commercial and industrial credits. Owner occupied loans had a balance of $448.5 million at December 31, 2025 compared to $372.4 million at December 31, 2024, for a net increase of $76.1 million. Non-owner occupied loans had a balance of $566.4 million at December 31, 2025 compared to $525.8 million at December 31, 2024, for a net increase of $40.6 million. Commercial and industrial loans had a balance of $107.0 million at December 31, 2025 compared to $102.4 million at December 31, 2024, for a net increase of $4.6 million.

A significant portion of the loan portfolio consists of commercial, construction and commercial real estate loans, primarily made in the Washington, D.C. metropolitan area and secured by real estate or other collateral in that market. Although these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the Washington, D.C. metropolitan real estate market could have an adverse impact on this portfolio of loans and the Company’s income and financial position. While our basic market area is the Washington, D.C. metropolitan area, the Bank has made loans outside that market area where the applicant is an existing customer, and the nature and quality of such loans was consistent with the Company's lending policies.

The Company has a limited amount of credit exposure to government contractors in the Washington, D.C. metropolitan area. Below is a schedule that outlines the credit exposure to businesses with government contracts by structure type as of December 31, 2025. The line of credit balances consist of asset based lines of credits on billed receivables, which are receivables for work that has been completed and invoiced to the government or the prime contractor. Ongoing monitoring of the lines of credit include receiving borrowing base certificates monthly on the billed receivables amount. Since December 31, 2024, we have strengthened the monitoring of these lines of credit to fully verify the billed receivables amount each time funds are advanced. Term debt is secured by a combination of business assets and additional real estate collateral.

December 31, 2025
Government Contracting Credit Exposures
(Dollars in thousands)
Principal BalanceLine/Term CommitmentAvailabilityNumber of RelationshipsNumber of Relationships with Balances
Line of Credit$12,316$79,650$67,3343012
Term Debt Exposure1,3741,37433
Total Exposure$13,690$81,024$67,3343315
December 31, 2024
Government Contracting Credit Exposures
(Dollars in thousands)
Principal BalanceLine/Term CommitmentAvailabilityNumber of RelationshipsNumber of Relationships with Balances
Line of Credit$16,733$76,038$59,3053013
Term Debt Exposure1,4451,44522
Total Exposure$18,178$77,483$59,3053215

The federal banking Agencies issued guidance in 2006 which addresses institutions’ with increased concentrations of commercial real estate (CRE) loans.  The guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate levels of capital that will enable institutions to continue to pursue CRE lending in a safe and sound manner.  In developing this guidance, the Agencies recognized that different types of CRE lending present different levels of risk, and that consideration should be given to the lower risk profiles and historically superior performance of certain types of CRE, such as well-structured multifamily housing finance, when compared to others, such as speculative office space construction. As discussed under “CRE Concentration Assessments,” institutions are encouraged to segment their CRE portfolios to acknowledge these distinctions for risk management purposes. The guidance focuses on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower for which real estate collateral is taken as a secondary source of repayment or through an abundance of caution. Thus, for the purposes of the guidance, CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market (for example, market demand, changes in capitalization rates, vacancy rates, or rents). CRE loans are land development and construction loans (including 1- to 4-family residential and commercial construction loans) and other land loans. CRE loans also include loans secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Excluded from the scope of this Guidance are loans secured by nonfarm nonresidential properties where the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

As part of their ongoing supervisory monitoring processes, the Agencies use certain criteria to identify institutions that are potentially exposed to significant CRE concentration risk. An institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds the following supervisory criteria may be identified for further supervisory analysis of the level and nature of its CRE concentration risk:

Column 1Column 2Column 3
1.Total reported loans for construction, land development, and other land represent 100 percent or more of the institution’s total risk-based capital; or
Column 1Column 2Column 3
2.Total commercial real estate loans as defined in this guidance represent 300 percent or more of the institution’s total risk-based capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.

The Agencies use the criteria as a preliminary step to identify institutions that may have CRE concentration risk. Because regulatory reports capture a broad range of CRE loans with varying risk characteristics, the supervisory monitoring criteria do not constitute limits on an institution’s lending activity but rather serve as high-level indicators to identify institutions potentially exposed to CRE concentration risk.

The Company holds a concentration in commercial real estate loans. The Board has set a risk tolerance level of 150% and 375% of consolidated risk-based capital for construction, land development and other land loans and commercial real estate loans. As of December 31, 2025, construction, land development and other land loans represented 97.6% of consolidated risk-based capital. Total commercial real estate loans as defined by the Agency guidance represented 354.6% of consolidated risk-based capital. During the prior 36 months, the Company has experienced an increase in its commercial real estate portfolio by 45%.

The management team has extensive experience in underwriting commercial real estate loans and has implemented and continues to maintain heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio. The Board of Directors has established internal maximum limits on CRE as an asset class overall as well as sub limits within CRE by property class, to better manage and control the exposure to property classes during periods of changing economic conditions. The Board of Directors also has minimum targets for regulatory capital ratios that are in excess of well capitalized ratios.

Our risk management process begins with a robust underwriting program. The underwriting and risk rating of all loans is completed by an underwriting team that is independent of the originating lender(s). The underwriting analysis of commercial real estate loans includes pre-origination stress testing utilizing the portfolio stress testing methods to fully understand the potential exposure before we originate the credit. Once originated, each loan receives ongoing quarterly stress tests to evaluate the risk profile over the life of the credit.

We stress test earning assets using a worst-case methodology on a quarterly basis and measure the results against the Bank's risk-based capital. For commercial loans, residential real estate loans, owner-occupied commercial real estate loans and consumer installment loans, we multiply the total outstanding amount for each loan category by our highest quarter historical loss for that category as a surrogate in order to calculate a stressed loss.

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For our non-owner occupied commercial real estate loans, we use three separate methodologies in our stress test. If a property fails more than one of the three tests, we extend the test with the highest exposure value and add an additional 10% for selling costs.

Column 1Column 2Column 3
An immediate and sustained 3.0% increase in interest rates,
Column 1Column 2Column 3
An immediate and sustained 5.0% increase in vacancy rates, and
Column 1Column 2Column 3
An immediate and sustained 2.0% change in the capitalization rate, or “cap rate.”

We stress test the construction lending portfolio by applying exponential discounting (using a "k factor" of 2) to each project based upon its percentage of completion. The project is stressed using the as-is and as-complete appraised values and assumes 10% selling costs.

For all other loans, we utilize the Bank's historic loss rates or if not available, the average loss rates of UBPR Group 4 banks, for bank owned life insurance we utilize default rates from S&P Global ratings, and for securities we obtain an independent fair market value and if it is less than the book value, we subtract the fair market value from the book value to determine the stress loss. The following table shows the Company's earning assets and the results of the stress test performed for the periods indicated.

December 31, 2025
Outstanding BalanceStress Test Results (1)Stressed Loss Percent
(Dollars in thousands)
Earning Asset Component
Construction$300,666$(5,294)(1.76)%
Non-Owner Occupied CRE791,813(29,160)(3.68)%
All Other Loans772,836(22,702)(2.94)%
HTM Securities13,798(35)(0.25)%
AFS Securities65,445(5,768)(8.81)%
Bank Owned Life Insurance40,752(19)(0.05)%
Total$1,985,310$(62,978)(3.17)%

(1) Net tax effective loss at the statutory rate of 21%

December 31, 2024
Outstanding BalanceStress Test Results (1)Stressed Loss Percent
(Dollars in thousands)
Earning Asset Component
Construction$393,385$(5,625)(1.43)%
Non-Owner Occupied CRE760,676(10,793)(1.42)%
All Other Loans680,937(20,766)(3.05)%
HTM Securities16,078(169)(1.05)%
AFS Securities65,761(7,711)(11.73)%
Bank Owned Life Insurance39,507(39)(0.10)%
Total$1,956,344$(45,103)(2.31)%

(1) Net tax effective loss at the statutory rate of 21%

The total estimated stress test loss is deducted from capital and we recalculate the capital ratios. As shown in the tables below, as of December 31, 2025, and 2024 the post-stress capital ratios well exceed our Board target ratios as well as Agency minimums (with buffer).

December 31, 2025
Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)
Well Capitalized with BufferBank Minimum TargetAs of December 31, 2025Post Stress, Low EstimatePost Stress, High Estimate
Leverage Ratio5.00%9.50%13.28%11.11%10.63%
Total Risk-Based Capital10.00%11.50%16.08%13.62%13.08%
Tier 1 Risk-Based Capital8.00%9.50%15.05%12.59%12.05%
Common Equity Tier 1 Risk-Based Capital6.50%8.00%15.05%12.29%11.75%
December 31, 2024
Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)
Well Capitalized with BufferBank Minimum TargetAs of December 31, 2024Post Stress, Low EstimatePost Stress, High Estimate
Leverage Ratio5.00%9.50%12.08%10.62%10.44%
Total Risk-Based Capital10.00%11.50%15.69%13.92%13.71%
Tier 1 Risk-Based Capital8.00%9.50%14.64%12.87%12.66%
Common Equity Tier 1 Risk-Based Capital6.50%8.00%14.64%12.47%12.26%

The Company employs an external loan review firm to conduct ongoing reviews of the loan portfolio. During the year ended December 31, 2025, the independent external loan review firm reviewed approximately 78% of the entire portfolio by outstanding dollar balance. The external review did not identify any material underwriting or ongoing portfolio management concerns.

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The following two tables break down the December 31, 2025 and December 31, 2024 non-owner occupied CRE portfolio balances by showing the current balance in each sub-category and location. The tables also display very favorable weighted average interest rates and weighted average loan-to-values for both periods. The weighted average occupancy percentages are also broadly favorable for both periods.

December 31, 2025
(Dollars in thousands)
Non-Owner Occupied CRE (2)LocationWeighted Average RateWeighted Average Loan-to-Value (1)Weighted Average Occupancy %
DCMDVAOtherTotal
Multifamily$217,556$2,996$4,868$$225,4205.89%70%67%
Office:
Mixed use5902,6202,7155,9256.47%48%91%
Medical22,15019,27735941,7865.84%62%81%
Office1,8873,0084,8956.61%49%91%
Office to Residential Conversion32,13632,1369.50%39%-- (4)
Hospitality60,05974,14383,893218,0955.66%62%-- (3)
Retail/Commercial63,58439,16077,50724,021204,2726.21%60%76%
Industrial36,80515,2572,4254,79759,2846.27%56%90%
Total Non-Owner Occupied CRE$378,594$158,213$225,829$29,177$791,8136.12%62%54%
Construction & Land Development
Multifamily$79,008$$$$79,0086.86%62%N/A
1-4 family65,3202,73365,942133,9957.68%68%N/A
Retail/Commercial19,94419,9446.75%55%N/A
Industrial4,6324,6326.88%66%N/A
Mixed use4,9624,9628.40%29%N/A
Other56518,52728,90310,13058,1257.78%52%N/A
Total Construction & Land Development$169,799$21,260$99,477$10,130$300,6667.46%62%N/A
Total Construction, Land Development, and Non-Owner Occupied CRE$548,393$179,473$325,306$39,307$1,092,4796.52%62%N/A
(1)Loan-to-value is based on maximum potential outstanding at time of origination.
(2)Non-owner occupied includes multifamily call code 1D.
(3)Hospitality occupancy rates rely on individual STR data. An STR report is the industry standard, monthly benchmarking report for the hospitality industry.
(4)The underlying properties for office to residential conversion loans generally are not occupied during the conversion period.

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December 31, 2024
(Dollars in thousands)
Non-Owner Occupied CRE (2)LocationWeighted Average RateWeighted Average Loan-to-Value (1)Weighted Average Occupancy %
DCMDVAOtherTotal
Multifamily$224,848$3,025$7,011$$234,8846.06%66%73%
Office:
Mixed use6052,6762,9096,1905.41%64%81%
Medical22,16915,39543137,9955.61%63%69%
Office1,8923,4515,3436.37%61%89%
Office to Residential Conversion11,16032,13643,29610.83%58%-- (4)
Hospitality28,79775,50498,352202,6535.93%64%-- (3)
Retail/Commercial60,19441,89292,9179,156204,1596.06%57%78%
Industrial14,8015,5215,83426,1566.29%59%87%
Total Non-Owner Occupied CRE$325,604$161,959$257,692$15,421$760,6766.14%62%67%
Construction & Land Development
Multifamily$91,424$$13,386$15,000$119,8107.32%64%N/A
1-4 family71,23463,430134,6648.32%57%N/A
Retail/Commercial19,53419,5347.15%63%N/A
Industrial37,46798038,4475.85%57%N/A
Mixed use12,70512,7057.95%58%N/A
Other24721,13523,81523,02868,2257.90%37%N/A
Total Construction & Land Development$232,611$21,135$101,611$38,028$393,3857.73%56%N/A
Total Construction, Land Development, and Non-Owner Occupied CRE$558,215$183,094$359,303$53,449$1,154,0616.71%60%N/A
(1)Loan-to-value is based on maximum potential outstanding at time of origination.
(2)Non-owner occupied includes multifamily call code 1D.
(3)Hospitality occupancy rates rely on individual STR data.
(4)The underlying properties for office to residential conversion loans generally are not occupied during the conversion period.

The Company also underwrites and originates owner-occupied commercial real estate loans. These loans are typically term loans made to support properties that rely upon the operations of the business occupying the property for repayment. The Agencies specifically excluded owner-occupied commercial real estate from their concentration guidance, as the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

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The following two tables depict a well-diversified portfolio of owner-occupied commercial real estate as of December 31, 2025 and December 31, 2024.  The properties are distributed nicely among the Company's footprint. This loan segment continues to perform very well and is supported by strong loan-to-values (LTVs). The following table sets forth our owner-occupied CRE portfolio by the business industry groups that occupy the properties for the periods indicated.

December 31, 2025
(Dollars in thousands)
Owner Occupied CRELocationWeighted Average RateWeighted Average Loan-to-Value (1)
DCMDVAOtherTotal
Accommodation and food services$22,593$2,834$11,167$5,362$41,9565.65%73%
Administrative and support4,5002,1056,6056.25%59%
Arts and recreation36,57236,5725.91%57%
Construction services27,87610,01815,69153,5855.98%75%
Education services26,3368944,87532,1056.10%49%
Health care4,57717,05014,8194,13140,5776.80%57%
Information4,4304,4304.43%43%
Manufacturing4,6654,6654.20%46%
Religious and other9,59317,80875,492915103,8086.31%61%
Professional, scientific, tech services2,8165,2008,0165.13%59%
Real estate and rental leasing4,22125,2954,78834,3046.25%61%
Retail trade3,15535,69534,89923973,9886.54%66%
Wholesale trade1518836,8947,9286.07%68%
Total Owner Occupied CRE$101,167$114,245$215,586$17,541$448,5396.18%63%
Column 1Column 2
(1)Loan-to-value is based on maximum potential outstanding at time of origination
December 31, 2024
(Dollars in thousands)
Owner Occupied CRELocationWeighted Average RateWeighted Average Loan-to-Value (1)
DCMDVAOtherTotal
Accommodation and food services$18,669$2,921$10,775$10,853$43,2185.89%72%
Administrative and support4,5004,7169,2165.53%56%
Arts and recreation36,51736,5175.73%62%
Construction services14,9474,00315,6883734,6755.39%76%
Education services27,8565,66033,5165.98%59%
Health care4,69717,48815,27513537,5956.92%65%
Information4,3654,3654.36%50%
Manufacturing4,7014,7014.02%53%
Religious and other6,02716,64666,17393189,7776.18%69%
Professional, scientific, tech services2,8455,5778,4226.31%73%
Real estate and rental leasing7383,7013,7058,1446.27%70%
Retail trade86610,56440,1272,60454,1616.03%67%
Wholesale trade1659157,0258,1055.94%73%
Total Owner Occupied CRE$76,645$59,988$214,194$21,585$372,4125.98%67%
Column 1Column 2
(1)Loan-to-value is based on maximum potential outstanding at time of origination

The risk profile of real estate properties within our market can vary depending upon location. Therefore, we have disaggregated our stress testing of construction projects further by segmenting the loans into two groupings, those inside a 15-mile radius of Washington, D.C. and those outside that radius. For example, during the 2009 recession, the peak-to-trough drop in property values inside the beltway was less than 10% (CoreLogic, 2019).  The Board determined that loans made inside a 15-mile radius of Washington, D.C. carry less geographic risk than those made outside of that radius.

49

The graphic below is a geopoint map that depicts all construction loans, non-owner occupied CRE loans, and owner-occupied CRE loans, with a majority of all loan types concentrated within a 15-mile radius of Washington, D.C.

Asset Quality

The Company’s asset quality remained resilient during the year ended December 31, 2025. Non-performing assets, which includes non-accrual loans, accruing loans 90 days past due, and other real estate owned totaled $33.2 million at December 31, 2025, and $21.7 million at December 31, 2024.

A loan’s past due status is based on the contractual due date of the most delinquent payment due. All loans which are 30 or more days past due at the end of the month are reported to the Board of Directors. Commercial loans are generally placed on non-accrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Consumer loans are generally placed on non-accrual status when the collection of principal or interest is 120 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. For those loans that are carried on non-accrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed.

The Company may identify loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions and negative trends may result in a payment default in the near future.

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As a percentage of total assets, non-performing assets were 1.50% at December 31, 2025, compared with 0.97% at December 31, 2024. As of December 31, 2025, the Company had $31.5 million in loans on non-accrual status and $1.7 million in other real estate owned.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Credit Losses, in Notes to Consolidated Financial Statements for further information on the Company’s credit grade categories, which are derived from standard regulatory rating definitions.

The following table summarizes asset quality information at December 31, 2025, and December 31, 2024.

December 31,December 31,
20252024
(Dollars in thousands)
Non-accrual loans:
Residential Real Estate
Single Family$5,316$1,162
Commercial Real Estate
Non-Owner Occupied31411,160
Construction & Land Development25,4674,235
Commercial Non-Real Estate
Commercial & Industrial3855,093
Total non-accrual loans31,48221,650
Other Real Estate Owned1,697
Total non-performing assets$33,179$21,650
Ratios:
Total non-performing loans to total assets1.42%0.97%
Total non-performing assets to total assets1.50%0.97%
Total non-accrual loans to gross loans receivable1.69%1.18%

Interest income that would have been recorded for the years ended December 31, 2025 and 2024 had non-accruing loans been current according to their original terms was $1.4 million and $1.9 million, respectively.

Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

The Company further describes loans that were modified during the year ended December 31, 2025 and 2024 in Note 5 of Notes to Consolidated Financial Statements.

Analysis and Determination of the Allowance for Credit Loss on Loans. The allowance for credit losses on loans is maintained at a level which, in management’s judgment, is adequate to absorb probable and estimable future credit losses in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific individually evaluated loans, and current and future economic conditions. Allowances for individually evaluated loans are generally determined based on collateral values. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on individually evaluated loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for credit losses on loans which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to individually evaluated loans are charged or credited to the provision for credit losses on loans. Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan losses on loan pools, the fair value of the underlying collateral, current and future economic conditions and other qualitative and quantitative factors which could affect potential credit losses. An integral part of their examination process, the Federal Reserve Board will periodically review our allowance for credit losses, and as a result of such reviews, we may have to adjust our allowance for credit losses.

On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by the lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that is not more likely than not they will be required to sell.

The Company adopted ASC 326 and all the subsequent amendments there to effective January 1, 2023 using the modified retrospective method for all financial assets measured at amortized cost, and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior periods amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $1.7 million, net of taxes, as of January 1, 2023 for the cumulative effect of adopting ASC 326. The transition adjustment includes an increase in allowance for credit losses of $2.2 million and an increase in net deferred tax assets of $506,000.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Credit Losses, in Notes to Consolidated Financial Statements for further information on the Company’s adoption of ASC 326.

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The following table sets forth activity in our allowance for credit losses on loans for the periods indicated.

For the Year Ended December 31,For the Year Ended December 31,
20252024
(Dollars in thousands)
Balance at beginning of year$19,450$16,506
Charge-offs:
Residential Real Estate(200)(132)
Commercial Real Estate(740)
Construction(35)(3,684)
Commercial & Industrial(623)(4)
Consumer(9)
Total charge-offs(858)(4,569)
Recoveries:
Residential Real Estate7
Commercial Real Estate740
Commercial & Industrial8619
Consumer19
Total recoveries83428
Net charge-offs(24)(4,541)
Provision for credit losses - loans(118)7,485
Balance at end of period$19,308$19,450
Ratios:
Net charge offs to average loans outstanding0.00%0.25%
Allowance for credit losses on loans to non-performing loans at end of period61.33%89.84%
Allowance for credit losses on loans to gross loans at end of period1.04%1.06%

The following table summarizes our net charge-off activity by loan segment for the periods indicated.

At December 31,
202520242023
(Dollars in thousands)Charge-offsRecoveriesNet charge-offsNet charge-offs to average loansCharge-offsRecoveriesNet charge-offsNet charge-offs to average loansCharge-offsRecoveriesNet charge-offsNet charge-offs to average loans
Real Estate:
Residential$(200)$7$(193)(0.1)%$(132)$$(132)0.0%$$7$70.0%
Commercial7407400.1%(740)(740)(0.1)%0.0%
Construction(35)(35)0.0%(3,684)(3,684)(0.9)%0.0%
Commercial & Industrial(623)86(537)(0.5)%(4)1915(462)(462)(0.5)%
Consumer110.1%(9)9(6)1590.1%
Total$(858)$834$(24)0.0%$(4,569)$28$(4,541)(0.3)%$(468)$22$(446)(0.0)%

At December 31, 2025, our allowance for credit losses on loans represented 1.04% of total loans and we had $31.5 million in non-performing loans. The allowance for credit losses on loans decreased to $19.3 million at December 31, 2025 from $19.5 million at December 31, 2024 due to the increase in collateral dependent loans during the year ended December 31, 2025, all of which are fully collateralized and do not require specific reserves. There were $24,000 and $4.5 million in net loan charge-offs during the years ended December 31, 2025 and December 31, 2024, respectively.

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Allocation of Allowance for Credit Losses on Loans. The following table sets forth the allowance for credit losses on loans allocated by loan category and the percent of the allowance in each category to the total allocated allowance on credit losses for loans at the dates indicated. The allowance for credit losses on loans allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

At December 31,
20252024
(Dollars in thousands)Allowance for Credit Losses - LoansPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total LoansAllowance for Credit Losses - LoansPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total Loans
Residential Real Estate:
Single Family$1,5047.8%11.6%$1,4337.4%11.1%
Multifamily9324.8%12.1%1,0455.4%12.8%
Commercial Real Estate:
Owner Occupied4,67524.2%24.0%4,15421.3%19.5%
Non-Owner Occupied7,20837.4%30.4%7,16736.8%30.6%
Construction & Land Development3,52718.3%16.1%4,64823.9%21.4%
Commercial – Non Real Estate:
Commercial & Industrial1,4567.5%5.7%9935.1%4.5%
Consumer – Non Real Estate:
Secured60.1%100.1%0.1%
Total$19,308100%100%$19,450100%100%

Funding Activities

Deposits are the primary source of funds for lending and investing activities and their cost is the largest category of interest expense. The Company also utilizes wholesale deposits as a funding source in addition to customer deposits. Scheduled payments, as well as prepayments, and maturities from portfolios of loans and investment securities also provide a stable source of funds. FHLB advances, other secured borrowings, federal funds purchased, and other short-term borrowed funds, as well as longer-term debt issued through the capital markets, all provide supplemental liquidity sources. The Company’s funding activities are monitored and governed through the Company’s asset/liability management process

Deposits

Total deposits decreased by $8.6 million from December 31, 2024 to December 31, 2025. Wholesale deposits, which are included in the table below, totaled $498.5 million and $468.1 million at December 31, 2025, and December 31, 2024, respectively. The following table presents the Company’s average deposits segregated by major category for the years ended December 31, 2025 and December 31, 2024:

At December 31,
20252024
Average BalancePercentWeighted Average RateAverage BalancePercentWeighted Average Rate
(Dollars in thousands)
Deposit type:
Interest-bearing demand$117,4936.4%3.56%$181,10910.1%4.78%
Money market486,94526.7%3.87%464,40026.0%4.61%
Savings and NOW107,1515.9%1.37%54,3853.0%1.39%
Time deposits785,37843.0%4.36%748,93841.9%4.99%
Interest-bearing deposits1,496,96782.0%3.92%1,448,83281.0%4.70%
Non-interest-bearing demand327,63218.0%340,00519.0%
Total deposits$1,824,599100.0%3.22%$1,788,837100.0%3.81%

The shift from non-interest-bearing demand deposits into money market demand and time deposits was driven by market conditions emanating from the large-bank failures in the first half of 2023.  In order for us to maintain the customer relationships, we needed to shift the deposits into accounts where we could provide excess FDIC insurance coverage.  We also gained in money market demand and time deposits as customers brought additional funds into the Company.

The Company uses wholesale deposits as a funding source in addition to customer deposits. Wholesale deposits provide a diversified and stable source of funding that generally has stated maturities. As of December 31, 2025, the Company had $498.5 million of total wholesale deposit funding sources, an increase of $30.4 million compared to December 31, 2024, which totaled $468.1 million.

Given the interest rate environment and strategic initiatives, the Company replaced maturing higher yielding wholesale CDs with lower market rate CDs. The Company also utilized additional wholesale demand deposits to provide liquidity and more effectively balance our interest rate sensitivity. During the year ended December 31, 2025, total wholesale deposit funding accounted for approximately 35% of our interest expense.

The following table presents the Company's total wholesale deposit composition, concentrations, current rate and remaining duration, if applicable as of December 31, 2025 and December 31, 2024.

As of December 31,
20252024
(Dollars in thousands)
Wholesale Money Market Deposits Accounts (MMDA)BalancePercent %Weighted Average RateWeighted Remaining Maturity (in months)BalancePercent %Weighted Average RateWeighted Remaining Maturity (in months)
Wholesale MMDAs$ 170,57534.2%3.80%N/A$ 100,33421.4%4.50%N/A
Wholesale Time Deposits
Listing Service CDs (1)18,5343.7%4.81%525,2315.4%4.79%13
Wholesale CDs:
Term283,39756.9%4.16%7220,35747.1%4.56%7
Term with Call Option (2)26,0005.2%3.83%33122,21626.1%5.12%30
Total Wholesale CDs309,397342,573
Total wholesale deposits$498,506100.0%$468,138100.0%
(1)Listing service CDs are excluded from being classified as wholesale deposits, per FDIC call report instructions
(2)All of the CDs as of December 31, 2025 can be called starting in 2026

Regulatory Defined Wholesale Deposits

Each quarter the Bank files a bank call report with the FDIC, which has a specific way it defines wholesale brokered deposits. As of December 31, 2025, the Company had $480.0 million of wholesale deposits outstanding, as defined by FDIC, an increase of $37.1 million from December 31, 2024. In addition, pursuant to rule 12 CFR 337.6(e), well-capitalized and well-rated institutions are not required to treat reciprocal deposits as wholesale deposits up to the lesser of 20 percent of their total liabilities or $5 billion. Reciprocal core deposits exceeding this threshold must be reported additionally as wholesale deposits for call report purposes only. As of December 31, 2025, the Company additionally reported $145.2 million in reciprocal deposits considered wholesale for call report purposes only, bringing regulatory defined wholesale deposits to $625.2 million as of December 31, 2025. As of December 31, 2025, all of the Company's reciprocal deposits were core deposits from customers who placed their deposits in the reciprocal network for additional FDIC insurance coverage.

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At December 31, 2025, the Company had $911.8 million in total deposits in excess of the FDIC insurance limit of $250,000.

Certificates of deposit in amounts in excess of the FDIC insurance limit of $250,000 totaled approximately $416.8 million. The following table sets forth the maturity of these certificates as of December 31, 2025.

December 31, 2025
(In thousands)
Maturity period:
Three months or less$126,705
Over three through six months72,188
Over six through twelve months144,736
Over twelve months through three years72,853
Over three years362
Total$416,844

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The following table sets forth all of our time deposits classified by interest rate as of the dates indicated.

At December 31,
20252024
(In thousands)
Interest Rate Range:
0.01 – 0.99%$34$1,324
1.00 – 1.99%2,3751,073
2.00 – 2.99%3,3324,451
3.00 – 3.99%363,85159,296
4.00 – 4.99%409,531463,571
5.00 and greater721289,573
Total$779,844$819,288

The following table sets forth by interest rate ranges, information concerning the maturities of our certificates of deposit as of December 31, 2025.

Period to Maturity
Less Than or Equal to One YearMore Than One to Two YearsMore Than Two to Three YearsMore Than Three YearsTotalPercent of Total Certificate Accounts
(Dollars in thousands)
Interest Rate Range:
0.01 – 0.99%$34$$$$340.0%
1.00 – 1.99%2,0643112,3750.3%
2.00 – 2.99%1,3641,0644174873,3320.4%
3.00 – 3.99%319,80918,23223,3172,493363,85146.7%
4.00 – 4.99%357,80151,222508409,53152.5%
5.00 and greater7217210.1%
Total$681,793$70,829$23,734$3,488$779,844100.0%

Borrowed Funds

We may obtain advances from the Federal Home Loan Bank of Atlanta upon the security of the common stock we own in that bank and certain of our residential and commercial mortgage loans, provided certain standards related to creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. Federal Home Loan Bank advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending.

At December 31, 2025 and 2024, we were permitted to borrow up to an aggregate total of $587.8 million and $544.8 million, respectively, from the Federal Home Loan Bank of Atlanta. There were Federal Home Loan Bank borrowings outstanding of $0 at December 31, 2025, and December 31, 2024, respectively. Additionally, as of December 31, 2025 and 2024 we had credit availability of $144.0 million and $144.0 million with correspondent banks for short-term liquidity needs, if necessary. Borrowings were $0 outstanding at December 31, 2025 and 2024, respectively, under this facility.

Liquidity and Capital Resources

Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company’s ability to meet the day-to-day cash flow requirements of its customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves.

The Company assesses liquidity needs on a daily basis using a sophisticated monitoring system that identifies daily sources and uses for a rolling 30-day period. The Company also assesses liquidity needs under various scenarios of market conditions, asset growth and changes in credit ratings. The assessment includes liquidity stress testing which measures various sources and uses of funds under the different scenarios. The assessment provides regular monitoring of unused borrowing capacity and available sources of contingent liquidity to prepare for unexpected liquidity needs and to cover unanticipated events that could affect liquidity.

The asset portion of the balance sheet provides liquidity primarily through unencumbered debt securities available-for-sale, loan principal and interest payments, maturities and prepayments of investment securities held-to-maturity and, to a lesser extent, sales of investment debt securities available-for-sale. Other short-term investments such as federal funds sold and maturing interest-bearing deposits with other banks, are additional sources of liquidity.

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The liability portion of the balance sheet provides liquidity through various customers’ interest-bearing and non-interest-bearing deposit accounts and through FHLB and other borrowings. Wholesale deposits, federal funds purchased, and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are used as necessary to fund asset growth and meet short-term liquidity needs.

In addition to the Company’s financial performance and condition, liquidity may be impacted by the Company’s structure as a bank holding company that is a separate legal entity from the Bank. The Company requires cash for various operating needs that could include payment of dividends to its stockholders, the servicing of debt, and the payment of general corporate expenses. The primary source of liquidity for the Company is dividends paid by the Bank. Applicable federal and state statutes and regulations impose restrictions on the amount of dividends that may be paid by the Bank. In addition to the formal statutes and regulations, regulatory authorities also consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. Any future dividends must be set forth in the Company's capital plans before any dividends can be paid.

The Company’s ability to raise funding at competitive prices is affected by the rating agencies’ views of the Company’s credit quality, liquidity, capital and earnings. Management is rated by an independent rating agency annually and is provided with independent current outlook for the Company.

The Board of Director's and the Asset Liability Committee (ALCO) are responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of December 31, 2025.

We monitor and adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short-and intermediate-term securities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-earning deposits in other banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At December 31, 2025, cash and cash equivalents totaled $162.8 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $58.0 million at December 31, 2025.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $14.8 million, $14.7 million, and $31.6 million for the twelve months ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans and proceeds from maturing securities, was $38.4 million, $122.3 million, and $130.7 million for the twelve months ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively. There were no sales of available-for-sale debt securities in 2025,  2024, or 2023. Net cash used in financing activities was $21.4 million for the twelve months ended December 31, 2025 and net cash provided by financing activities was $200.7 million and $83.0 million, for the twelve months ended December 31, 2024 and 2023, respectively, which consisted primarily of decreases in interest-bearing deposits and repurchase of common stock for the twelve months ended December 31, 2025.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of December 31, 2025, totaled $681.8 million of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds in the normal course of business, including other deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Management believes that the current sources of liquidity are adequate to meet the Company’s requirements and plans for continued growth.

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank 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.

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The federal regulatory capital rules apply to all depository institutions as well as to bank holding companies with consolidated assets of $3 billion or more. However, the regulatory capital requirements generally do not apply on a consolidated basis to a bank holding company with total consolidated assets of less than $3 billion unless the holding company: (1) is engaged in significant nonbanking activities either directly or through a nonbank subsidiary; (2) conducts significant off-balance sheet activities (including securitization and asset management or administration) either directly or through a nonbank subsidiary; or (3) has a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the Securities and Exchange Commission. The Federal Reserve may apply the regulatory capital standards at its discretion to any bank holding company, regardless of asset size, if such action is warranted for supervisory purposes.

Because the Company has total consolidated assets of less than $3 billion and does not engage in activities that would trigger application of the federal regulatory capital rules, it is not at present subject to consolidated capital requirements under such rules.

The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Under the Basel III rules, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2025 and 2024 is 2.50%. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total capital, Common Equity Tier 1 capital, and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2025, the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2025 and 2024, the most recent notification from the Federal Reserve Bank of Richmond categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Common Equity Tier 1 risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual regulatory capital amounts and ratios as of December 31, 2025 and 2024 are presented in the table below.

ActualCapital Adequacy PurposesTo Be Well Capitalized Under the Prompt Corrective Action Provision
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
As of December 31, 2025
Total capital (to risk-weighted assets)$306,63116.08%$152,541≥ 8.0%$190,677≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$286,98715.05%$85,805≥ 4.5%$123,940≥ 6.5%
Tier 1 capital (to risk-weighted assets)$286,98715.05%$114,406≥ 6.0%$152,541≥ 8.0%
Tier 1 capital (to average assets)$286,98713.28%$86,467≥ 4.0%$108,083≥ 5.0%
As of December 31, 2024
Total capital (to risk-weighted assets)$296,58415.69%$151,269≥ 8.0%$189,086≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$276,84714.64%$85,089≥ 4.5%$122,906≥ 6.5%
Tier 1 capital (to risk-weighted assets)$276,84714.64%$113,451≥ 6.0%$151,269≥ 8.0%
Tier 1 capital (to average assets)$276,84712.08%$91,708≥ 4.0%$114,635≥ 5.0%

Non-GAAP Measures

In reporting the results as of and for the year ended December 31, 2025, the Company has provided supplemental performance measures on an operating basis. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company uses the non-GAAP measures discussed herein in its analysis of the Company’s performance.

Net interest margin on a fully tax equivalent (FTE) basis, provides valuable additional insight into the net interest margin and the impact that investments in tax-exempt securities have on our financial metrics. The entire FTE adjustment is attributable to the income tax effect on tax-exempt securities, using the statutory federal income tax rate of 21%.

The Company believes that tangible common stockholders' equity, excluding intangible assets, is a meaningful supplement to GAAP financial measures and useful to investors because it provides an additional measure to calculate the book value of our common shares by removing the value of a subjective portion of our balance sheet.

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The following table reconciles these non-GAAP measures from their respective GAAP basis measures for the years ended December 31,

For the year ended December 31,
(Dollars in thousands)202520242023
Net interest margin (FTE)
Net interest income (GAAP)$69,545$62,574$76,742
FTE adjustment on tax-exempt securities286291283
Net interest income (FTE) (non-GAAP)69,83162,86577,025
Average interest earning assets2,020,6242,010,4481,857,264
Net interest margin (GAAP)3.44%3.11%4.13%
Net interest margin (FTE) (non-GAAP)3.46%3.13%4.15%
Yield on earning assets (FTE)
Total interest income (GAAP)$131,588$134,615$124,421
FTE adjustment on tax-exempt securities286291283
Total interest income (FTE) (non-GAAP)131,874134,906124,704
Average interest earning assets2,020,6242,010,4481,857,264
Yield on earning assets (GAAP)6.51%6.70%6.70%
Yield on earning assets (FTE) (non-GAAP)6.53%6.71%6.71%
Net interest spread (FTE)
Yield on earning assets (GAAP)6.51%6.70%6.70%
Yield on earning assets (FTE) (non-GAAP)6.53%6.71%6.71%
Yield on interest-bearing liabilities3.95%4.70%3.66%
Net interest spread (GAAP)2.56%1.99%3.04%
Net interest spread (FTE) (non-GAAP)2.58%2.01%3.05%
Average tangible stockholders' equity
Total average stockholders' equity (GAAP)$213,114$224,631$209,921
Less: average intangible assets(16,989)(11,996)
Total average tangible stockholders' equity (non-GAAP)213,114207,642197,925
Average tangible assets
Total average assets (GAAP)$2,141,434$2,136,586$1,955,187
Less: average intangible assets(16,989)(11,996)
Total average tangible assets (non-GAAP)2,141,4342,119,5971,943,191

58

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: 0001437749-25-007641.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-03-14. Report date: 2024-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on significant changes in the financial condition and results of operations of the Company during the years ended December 31, 2024 and 2023. The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Company. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements.

35

Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Important factors that could cause actual results to differ materially from those in the forward–looking statements included herein include, but are not limited to:

Column 1Column 2Column 3
general economic conditions, either nationally or in our market area, that are worse than expected;
Column 1Column 2Column 3
competition among depository and other financial institutions, particularly intensified competition for deposits;
Column 1Column 2Column 3
inflation and an interest rate environment that may reduce our margins or reduce the fair value of financial instruments;
Column 1Column 2Column 3
adverse changes in the securities markets;
Column 1Column 2Column 3
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;
Column 1Column 2Column 3
our ability to enter new markets successfully and capitalize on growth opportunities;
Column 1Column 2Column 3
our ability to successfully integrate acquired entities;
Column 1Column 2Column 3
changes in consumer spending, borrowing and savings habits;
Column 1Column 2Column 3
changes in accounting policies and practices;
Column 1Column 2Column 3
changes in our organization, compensation and benefit plans;
Column 1Column 2Column 3
our ability to attract and retain key employees;
Column 1Column 2Column 3
changes in our financial condition or results of operations that reduce capital;
Column 1Column 2Column 3
changes in the financial condition or future prospects of issuers of securities that we own;
Column 1Column 2Column 3
the concentration of our business in the Northern Virginia as well as the greater Washington, DC metropolitan area and the effect of changes in the economic, political and environmental conditions on this market;
Column 1Column 2Column 3
adequacy of our allowance for credit losses;
Column 1Column 2Column 3
deterioration of our asset quality;
Column 1Column 2Column 3
cyber threats, attacks or events;
Column 1Column 2Column 3
reliance on third parties for key services;
Column 1Column 2Column 3
future performance of our loan portfolio with respect to recently originated loans;
Column 1Column 2Column 3
additional risks related to new lines of business, products, product enhancements or services;
Column 1Column 2Column 3
results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for credit losses or to write-down assets or take other supervisory action;
Column 1Column 2Column 3
the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;
Column 1Column 2Column 3
liquidity, interest rate and operational risks associated with our business;
Column 1Column 2Column 3
a work stoppage, forced quarantine, or other interruption or the unavailability of key employees;
Column 1Column 2Column 3
volatility in the financial institution industry, including failures and/or rumors of possible failures of other financial institutions and actions by regulatory authorities in response thereto;
Column 1Column 2Column 3
litigation or governmental actions;
Column 1Column 2Column 3
impairment of a material asset; and
Column 1Column 2Column 3
other factors beyond our knowledge or control.

36

Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-K to reflect future events or developments. Additional information on risk factors that may affect forward-looking statements is included under “Risk Factors” in this Form 10-K.

Critical Accounting Policies

The discussion of the critical accounting policies and analysis set forth below is intended to supplement and highlight information contained in the accompanying Consolidated Financial Statements and the selected financial data presented elsewhere in this Form 10-K.

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. Critical accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the current period or in future periods.

The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices within the banking industry. The Company’s critical accounting policies relate to (1) the allowance for credit losses, (2) fair value of financial instruments, and (3) derivative financial instruments. These critical accounting policies require the use of estimates, assumptions and judgments which are based on information available as of the date of the financial statements. Accordingly, as this information changes, future financial statements could reflect the use of different estimates, assumptions and judgments. Certain determinations inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.

Allowance for Credit Losses: On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. See Note 1. Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements for a more detailed description of methodology and impact of adoption.

Fair Value of Financial Instruments: A portion of the Company’s assets and liabilities are carried at fair value, with changes in fair value recorded either in earnings or accumulated other comprehensive income (loss). These include investment securities available-for-sale and interest rate loan swaps on qualifying commercial loans. Periodically, the estimation of fair value also affects investment securities held-to-maturity when it is determined that the Company should record an allowance for credit losses on a security. Fair value determination is also relevant for certain other assets such as other real estate owned, which is recorded at the lower of the recorded balance or fair value, less estimated costs to sell. The determination of fair value also impacts certain other assets that are periodically evaluated for impairment using fair value estimates, including individually evaluated loans.

Fair value is generally based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use observable market-based parameters as inputs. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as other unobservable parameters. Any such valuation adjustments are applied consistently over time. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

37

See Note 20, Fair Value Presentation, in Notes to Consolidated Financial Statements for a detailed discussion of determining fair value, including pricing validation processes.

Derivative Financial Instruments: The Bank recognizes derivative financial instruments at fair value as either other assets or other liabilities in the consolidated statement of financial condition. The Bank’s derivative financial instruments include interest rate swaps with certain qualifying commercial loan customers and dealer counterparties. Because the interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, adjustments to reflect unrealized gains and losses resulting from changes in fair value of these instruments are reported as non-interest income or non-interest expense, as applicable. The Bank’s interest rate swaps with loan customers and dealer counterparties are described more fully in Note 19 in the December 31, 2024, Consolidated Financial Statements.

Selected Financial Data

The following table sets forth summarized historical consolidated financial information for each of the periods indicated. This information should be read together with the accompanying consolidated financial statements included in this Form 10-K. The historical information indicated as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023, and 2022, has been derived from the Company's audited consolidated financial statements for the years ended December 31, 2024, 2023, and 2022. Historical results set forth below and elsewhere in this Form 10-K are not necessarily indicative of future performance.

At December 31,
20242023
(In thousands)
Selected Financial Condition Data:
Total assets$2,228,098$2,035,432
Total cash and cash equivalents207,708114,513
Total investment securities71,82577,203
Loans receivable, net1,810,5561,705,137
Bank-owned life insurance39,50738,318
Premises and equipment, net13,28713,944
Computer software, net of amortization14,657
Total deposits1,907,7941,686,127
Federal funds purchased15,000
Subordinated debt73,03972,642
Allowance for credit losses on off-balance sheet credit exposure2871,009
Total stockholders’ equity207,991221,517

38

For the year ended December 31,
202420232022
(In thousands)
Selected Operating Data:
Interest income$134,615$124,421$84,018
Interest expense72,04147,67913,369
Net interest income62,57476,74270,649
Provision for credit losses6,7631,6422,398
Net interest income after provision for credit losses55,81175,10068,251
Total non-interest income3,2523,3404,661
Total non-interest expenses72,96745,61639,524
Income (loss) before income taxes(13,904)32,82433,388
Income tax expense (benefit)(3,924)6,2396,714
Net income (loss)(9,980)26,58526,674
Less: Preferred stock dividends2,1562,1562,156
Net income (loss) available to common shareholders$(12,136)$24,429$24,518
Basic and diluted earnings (loss) per common share$(1.60)$3.25$3.26
At or For the Years Ended December 31,
202420232022
Performance Ratios:
Return on average assets(0.47)%1.38%1.53%
Return on average equity(4.44)%12.66%13.98%
Interest rate spread (1)2.01%3.05%3.71%
Net interest margin (1)3.13%4.15%4.23%
Efficiency ratio (2)110.85%56.69%52.19%
Non-interest expense to average assets3.42%2.34%2.24%
Average interest-earning assets to average interest-bearing liabilities131.19%143.43%164.68%
Per share Data and Shares Outstanding:
Earnings (loss) per common share (basic and diluted)$(1.60)$3.25$3.26
Book value per common share$23.77$25.81$22.98
Dividends per common share$0.40$0.40$0.25
Tangible book value per common share (1)$23.77$23.86$21.75
Market value per common share$18.10$24.81$27.49
Weighted average common shares (basic and diluted)7,606,3917,522,9137,529,382
Common shares outstanding at end of period7,603,7657,527,4157,442,743
Capital Ratios (Bank):
Common equity tier 1(CET1) capital to risk-weighted assets14.64%16.22%15.47%
Total risk-based capital to risk-weighted assets15.69%17.18%16.27%
Tier 1 capital to risk-weighted assets14.64%16.22%15.47%
Tier 1 capital to average assets12.08%14.66%15.05%
Asset Quality Ratios:
Allowance for credit losses on loans as a percentage of total loans1.06%0.96%0.88%
Allowance for credit losses on loans as a percentage of non-performing loans89.84%16.44XN/A
Net charge-offs to average outstanding loans during the period0.25%0.03%0.00%
Non-performing loans as a percentage of total loans1.18%0.06%0.00%
Non-performing assets as a percentage of total assets0.97%0.05%0.00%
Other Data:
Common equity / total assets8.11%9.54%8.88%
Tangible equity / tangible assets (1)9.33%10.24%9.87%
Average tangible equity to average tangible assets9.80%10.31%10.66%
Number of offices666
Number of full-time equivalent employees204186168
(1)Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.
(2)Efficiency ratio is calculated as non-interest expense as a percentage of net interest income and non-interest income.

39

Analysis of Results of Operations for the Years Ended December 31, 2024, 2023, and 2022

Net Income

The following table sets forth the principal components of net income (loss) for the periods indicated.

For the Year Ended December 31,
20242023% Change20232022% Change
(In thousands)(In thousands)
Interest income$134,615$124,4218.19%$124,421$84,01848.09%
Interest expense72,04147,67951.10%47,67913,369256.64%
Net interest income62,57476,742(18.46)%76,74270,6498.62%
Provision for credit losses6,7631,642311.88%1,6422,398(31.53)%
Net interest income after provision55,81175,100(25.68)%75,10068,25110.04%
Non-interest income3,2523,340(2.63)%3,3404,661(28.34)%
Non-interest expense72,96745,61659.96%45,61639,52415.41%
Net income (loss) before income taxes(13,904)32,824(142.36)%32,82433,388(1.69)%
Income tax expense (benefit)(3,924)6,239(162.89)%6,2396,714(7.07)%
Net income (loss)(9,980)26,585(137.54)%26,58526,674(0.33)%
Less: Preferred stock dividends2,1562,1560.00%2,1562,1560.00%
Net income (loss) available to common shareholders$(12,136)$24,429(149.68)%$24,429$24,518(0.36)%

Net loss for the year ended December 31, 2024, was $10.0 million, a decrease of $36.6 million, or 137.5% compared to net income of $26.6 million earned during the year ended December 31, 2023. The decrease in net income was due to increases in interest expense of $24.4 million and an increase of non-interest expenses of $27.4 million compared to the same period in the prior year.

Net Interest Income and Net Interest Margin

Net interest income is the principal component of the Company’s income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest margin, stated as a percentage, is the yield obtained by dividing the difference between interest income generated on earning assets and the interest expense paid on all funding sources by average earning assets. Fluctuations in interest rates as well as changes in the volume and mix of earning assets and interest-bearing liabilities can impact net interest income and net interest margin.

Net interest income before provision for credit losses totaled $62.6 million for the year ended December 31, 2024, compared to $76.7 million for the year ended December 31, 2023. The decrease in net interest income was driven by an increase in deposit interest expense discussed below, for the year ended December 31, 2024.

The net interest margin was 3.13% for the year ended December 31, 2024, compared to 4.15% for the year ended December 31, 2023, on a fully tax equivalent basis. The decrease in net interest margin primarily resulted from an increase of interest expense on our interest bearing liabilities that outpaced the increase in interest income. The primary drivers of increased interest expense came from demand, money market, and time deposits. The federal funds target rate remaining high in 2024 impacted our maturing wholesale deposits that had to reprice in a higher interest rate environment, which increased margin pressure on our loan portfolio and other interest earning assets. Management made efforts to replace these deposits with callable wholesale deposits, allowing more optionality for future rate movements.

The yield for the year ended December 31, 2024 for the loan portfolio was 7.02% compared to 7.02% for the year ended December 31, 2023. The unchanging yield primarily reflects the maturity of lower yielding loans and higher yields on new and variable rate loans based on higher interest rates during the year. The Federal Reserve maintained its targeted benchmark interest rate at the range of 525 - 550 basis points through September 2024. The ranged was lowered to 425 - 450 by December 2024. Maintaining higher rates in 2024 with a slight rate decrease in the last quarter of 2024 impacted yields obtained on new loans throughout the year.

For the year ended December 31, 2024, the yield on the taxable investment securities portfolio was 3.08% compared to 3.20% for the year ended December 31, 2023. For the year ended December 31, 2024, the yield on the tax-exempt investment securities portfolio was 3.80% compared to 3.57% for the year ended December 31, 2023. The increase in yield on the tax-exempt investment securities was primarily due to rates on variable securities remaining high with the current rate environment and lower yields on investment securities maturing during the period.

The rate paid on interest bearing deposits increased to 4.70% during the year ended December 31, 2024, from 3.57% during the year ended December 31, 2023. This increase was a result of higher rates paid on all outstanding deposits in conjunction with the higher rate environment throughout the year.

40

The rate paid on FHLB borrowings and federal funds purchased for the year ended December 31, 2024 was 5.61% and 5.78%, respectively, compared to the prior year of 4.90% for FHLB borrowings and 5.36% for federal funds purchased. This increase was a result of higher rates paid on all outstanding borrowings in conjunction with the higher rate environment throughout the year.

Discussion of net interest income and net interest margin for 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 and Net Interest Margin” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 23, 2023, and is incorporated herein by reference.

The following table sets forth the major components of net interest income and the related yields and rates for the year ended December 31, 2024, compared to the years ended December 31, 2023 and December 31, 2022.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.

For the Year Ended December 31,
202420232022
Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)
(Dollars in thousands)
Interest-earning assets:
Loans (1)$1,782,061$125,1777.02%$1,659,179$116,4827.02%$1,442,716$79,0455.48%
Investment securities
Taxable54,9351,6933.08%57,3861,8363.20%72,8091,6032.20%
Tax-exempt36,3791,3843.80%37,8101,3483.57%38,5281,3393.48%
Federal funds and interest-bearing deposits137,0736,6524.85%103,8405,0384.85%122,5962,3121.89%
Total interest-earning assets$2,010,448$134,9066.71%$1,858,215$124,7046.71%$1,676,649$84,2995.03%
Non-interest-earning assets126,13896,97282,213
Total assets$2,136,586$1,955,187$1,758,862
Interest-bearing liabilities:
Interest-bearing demand deposits$181,109$8,6614.78%$83,087$1,7862.15%$85,566$4940.58%
Money market deposits464,40021,3864.61%365,81513,6313.73%137,0661,3801.01%
Savings and NOW deposits54,3857541.39%49,5655461.10%63,4012030.32%
Time deposits748,93837,3644.99%702,03426,9053.83%642,9188,0091.25%
Total interest-bearing deposits$1,448,832$68,1654.70%$1,200,501$42,8683.57%$928,951$10,0861.09%
Federal funds purchased9,9415755.78%5,5832995.36%21.59%
Federal Home Loan Bank advances820465.61%24,9591,2244.90%23,9863471.45%
Subordinated debt72,8523,2554.47%72,4553,2884.54%65,1762,9364.50%
Total interest-bearing liabilities$1,532,445$72,0414.70%$1,303,498$47,6793.66%$1,018,115$13,3691.31%
Non-interest-bearing liabilities:
Demand deposits and other liabilities379,510441,768549,908
Total liabilities$1,911,955$1,745,266$1,568,023
Stockholders’ Equity224,631209,921190,839
Total liabilities and Stockholders’ equity$2,136,586$1,955,187$1,758,862
Net interest income$62,865$77,025$70,930
Interest rate spread (2)2.01%3.05%3.71%
Net interest-earning assets (3)$478,003$566,146$658,534
Net interest margin (4)3.13%4.15%4.23%
Average interest-earning assets to average interest-bearing liabilities131.19%143.43%164.68%
Column 1Column 2
(1)Includes loans classified as non-accrual.
Column 1Column 2
(2)Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.
Column 1Column 2
(3)Net interest earning assets represent total average interest–earning assets less total average interest–bearing liabilities.
Column 1Column 2
(4)Net interest margin represents net interest income divided by total average interest-earning assets.
Column 1Column 2
(5)Income and yields for all periods are reported on a tax-equivalent basis using the federal statutory rate of 21%. Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.

41

Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

For the Twelve Months EndedFor the Twelve Months Ended
December 31, 2024 and 2023December 31, 2023 and 2022
Increase (Decrease) Due toTotal IncreaseIncrease (Decrease) Due toTotal Increase
VolumeRate(Decrease)VolumeRate(Decrease)
(In thousands)(In thousands)
Interest-earning assets:
Loans$8,695$$8,695$13,071$24,366$37,437
Investment securities(98)(9)(107)(129)371242
Federal funds and interest-bearing deposits1,6141,614(402)3,1282,726
Total interest-bearing assets$10,211$(9)$10,202$12,540$27,865$40,405
Interest-bearing liabilities:
Interest-bearing demand deposits$3,375$3,500$6,875$(18)$1,310$1,292
Money market deposit accounts4,1353,6207,7555,0617,19012,251
Savings and NOW deposits56152208(53)396343
Time deposits1,8738,58610,45982818,06818,896
Total deposits$9,439$15,858$25,297$5,818$26,964$32,782
Federal funds purchased25125276299299
Federal Home Loan Bank advances(1,333)155(1,178)15862877
Subordinated debt18(51)(33)32626352
Total interest-bearing liabilities8,37515,98724,3626,45827,85234,310
Change in net interest income$1,836$(15,996)$(14,160)$6,082$13$6,095

Provision for Credit Losses

We establish a provision for credit losses, which is charged to operations, in order to maintain the allowance for credit losses at a level we consider necessary to absorb expected credit losses that are both probable and reasonably estimated at the balance sheet date. In determining the level of the allowance for credit and off-balance sheet losses, we consider past and current loss experience, evaluations of real estate collateral, current and future economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates as more information becomes available or economic conditions change.

This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as circumstances change as more information becomes available. The allowance for credit losses on loans is assessed on a monthly basis and provisions are made for credit losses on loans as required in order to maintain the allowance at the required level determined by our analysis. The allowance for off-balance sheet credit is assessed quarterly and provisions are made to maintain the allowance at the required level determined by our analysis.

The provision for credit losses on loans increased to a credit loss provision of $7.5 million for the year ended December 31, 2024, compared to the prior year which ended at credit loss provision of $1.9 million. The provision for credit losses on off-balance sheet exposure was a net recovery of $722,000 compared to the prior year which ended with a net recovery of $301,000. The increase in provision for credit losses on loans was primarily driven by loan growth and charge offs taken in 2024 as well as increasing qualitative factors within our model assumptions for increased levels of past dues, higher levels of nonperforming loans as of December 31, 2024 compared to December 31, 2023, and potential weaknesses in underlying collateral for certain asset classes. The recovery of credit losses for off-balance sheet exposure was driven by fluctuations in our revolving credit line utilization rates as of December 31, 2024. Loan originations decreased $73.6 million, which totaled $447.6 million for the year ended December 31, 2023 compared to loan originations of $374.0 million for the year ended December 31, 2024. Non-performing loans were $1.0 million at December 31, 2023 and $21.7 million at December 31, 2024.

During the year ended December 31, 2024, classified loans increased $36.2 million for a balance of $57.4 million. During the year ended December 31, 2024, criticized loans increased $66.3 million to $85.3 million. During the year ended December 31, 2024, watch list loans increased $63.9 million to $122.6 million. Management does not believe any significant loss exposure currently exists in these loans. During the year ended December 31, 2024, there was $4.6 million in charge-offs recorded and recoveries of $28,000 were received. During the year ended December 31, 2023, there was $468,000 in charge-offs recorded and recoveries received of $22,000.

Discussion of provision for loan losses for 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 Loan Losses” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 23, 2023, and is incorporated herein by reference.

42

Non-Interest Income

Our primary sources of non-interest income are service charges on deposit accounts, such as interchange fees and statement fees, income earned on bank owned life insurance, fees earned from executing interest rate swaps on commercial loans, and gains realized on the sale of the guaranteed portion of Small Business Administration (“SBA”) loans.

The following table presents, for the periods indicated, the major categories of non-interest income:

For the Year Ended December 31,
20242023% Change
(In thousands)
Non-interest income
Deposit account service charges$1,996$2,149(7.12)%
Bank owned life insurance income1,1891,06911.23%
Net loss on securities called or matured(48)(100.00)%
Other fee income115122(5.74)%
Total non-interest income$3,252$3,340(2.63)%

Non-interest income decreased $0.1 million, or 2.6%, to $3.3 million for the year ended December 31, 2024 from $3.3 million for the year ended December 31, 2023. The decrease in non-interest income was primarily due to a decrease in deposit account service charges and other fee income for the year ended December 31, 2024. The Company did not recognize any fees on interest rate swaps for commercial loans for the year ended December 31, 2024 or December 31, 2023. The Company also recognized $251,000 in planned operating losses in other fee income related to two New Market Tax Credit investments during the year ended December 31, 2023. Bank owned life insurance income increased $120,000 for the year ended December 31, 2024, compared to the year ended December 31, 2023, due to the high rate environment throughout 2024. The deposit service fees decreased $153,000 for the year ended December 31, 2024, as compared to the same period in 2023, due to a decrease in customer activity.

Discussion of non-interest income for 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 “Non-Interest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 23, 2023, and is incorporated herein by reference.

Non-Interest Expense

Generally, non-interest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest component of non-interest expense is salaries and employee benefits. Non-interest expense also includes operational expenses, such as occupancy and equipment expenses, professional fees, advertising expenses and other general and administrative expenses, including FDIC assessments, communications, travel, meals, training, supplies and postage. The following table presents, for the periods indicated, the major categories of non-interest expense:

For the Year Ended December 31,
20242023% Change
(In thousands)
Non-interest expense
Salaries and employee benefits$30,475$28,2677.81%
Furniture and equipment expenses3,6362,78730.46%
Advertising and marketing2,1992,343(6.15)%
Occupancy expenses1,6141,684(4.16)%
Outside services3,6272,04477.45%
Franchise tax2,2261,83521.31%
FDIC insurance1,3421,13118.66%
Data processing1,3541,3281.96%
Administrative expenses9299220.76%
Computer software intangible impairment19,721100.00%
Other operating expenses5,8443,27578.44%
Total non-interest expense$72,967$45,61659.96%

43

Non-interest expense increased $27.4 million or 60.0% to $73.0 million for the year ended December 31, 2024 from $45.6 million for the year ended December 31, 2023 primarily as a result of the impairment of the computer software intangible of $19.7 million, increases in salary and employee benefits of $2.2 million, outside services of $1.6 million, and furniture and equipment expenses of $849,000. Management performed an impairment analysis on the computer software intangible asset during the three months ended December 31, 2024 and determined that the intangible had become fully impaired, which led to a charge of $19.7 million to the income statement. Salaries and employee benefits expense increased by $2.2 million to $30.5 million for the year ended December 31, 2024 from $28.3 million for the year ended December 31, 2023 primarily as a result of increasing our personnel team members by 18 employees. Outside services increased $1.6 million, or 77.4%, to $3.6 million for the year ended December 31, 2024 from $2.0 million for the year ended December 31, 2023. Furniture and equipment expenses increased $849,000, or 30%, to $3.6 million for the year ended December 31, 2024 from $2.8 million for the year ended December 31, 2023.  Many of the non-interest expense categories remain consistent for the year ended December 31, 2024 compared to the year ended December 31, 2023 as management continues to exercise judicious expense controls.

Discussion of non-interest expense for 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 “Non-Interest Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 23, 2023, and is incorporated herein by reference.

Income Tax Expense

Income tax expense decreased $10.2 million or 162.9%, to a tax benefit of $3.9 million for the year ended December 31, 2024 from a tax expense of $6.2 million for the year ended December 31, 2023. The decrease in federal income tax expense for the year ended December 31, 2024 compared to the same period a year earlier was driven by a net loss recorded for the year ended December 31, 2024 due to the decline in net interest income given the impact of the highly competitive deposit interest rate environment and the impairment of the computer software intangible asset.  For the year ended December 31, 2024, the Bank had an effective tax benefit rate of 28.2%, compared to effective federal tax rate of 19.0% for the year ended December 31, 2023.

Discussion of income tax expense for 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 “Income Tax Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 23, 2023, and is incorporated herein by reference.

Avenu, a division of MainStreet Bank

Analysis of Results of Operations for the Year Ended December 31, 2024

Net Income

Refer to Note 26 for detailed segment reporting tables for the Financial Technology division of MainStreet Bank for the periods indicated. All amounts set forth are included in the Results of Operations for the Year Ended December 31, 2024 and 2023 for MainStreet Bancshares, Inc. unless indicated otherwise.

Comparison of Statements of Financial Condition at December 31, 2024 and at December 31, 2023

Total Assets

Total assets increased $192.7 million, or 9.5%, to $2.2 billion at December 31, 2024 from $2.0 billion at December 31, 2023. The increase was primarily the result of increases of $107.9 million in gross loans receivable, $93.2 million in cash and cash equivalents, $8.4 million in other assets, and $6.3 million in restricted securities. These increases were offset by a decrease in available-for-sale and held-to-maturity securities of $5.4 million and a decrease of $19.7 million in computer software, due to the impairment charges taken on the computer software intangible asset.

44

Investment Securities

We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements, assist in achieving Community Reinvestment Act (CRA) objectives, and meet regulatory capital and liquidity requirements. Our investment policy is established and reviewed annually by the Board of Directors. We are permitted under federal law to invest in various types of liquid assets, including United States Government obligations, securities of various federal agencies and of state and municipal governments, mortgage-backed securities, time deposits of federally insured institutions, subordinated debt of other financial institutions, equity securities, certain bankers’ acceptances and federal funds.

Our investment objectives are to maintain high asset quality, to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to generate a favorable return. The Board of Directors has the overall responsibility for the investment portfolio, including approval of our investment policy. The Board of Directors is also responsible for implementation of the investment policy and monitoring investment performance. The Board of Directors reviews the status of the investment portfolio on a quarterly basis, or more frequently if warranted.

Generally accepted accounting principles require that, at the time of purchase, we designate a security as held-to-maturity, available-for-sale, or trading, depending on our ability and intent to hold such security. Debt securities available-for-sale are reported at fair value, while debt securities held-to-maturity are reported at amortized cost. We do not maintain a trading portfolio. Establishing a trading portfolio would require specific authorization by the Board of Directors.

The total investment securities portfolio, including both investment securities available-for-sale and investment securities held-to-maturity, was $71.8 million at December 31, 2024, a decrease of $5.4 million compared with December 31, 2023. At December 31, 2024, the investment securities portfolio includes $55.7 million of investment securities available-for-sale and $16.1 million of investment securities held-to-maturity compared to $59.9 million of investment securities available-for-sale and $17.3 million of investment securities held-to-maturity at December 31, 2023.

The Company did not sell any securities within the investment portfolio during the year ended December 31, 2024 or 2023.

For available-for-sale securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security, or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value, and the entire loss is recorded in earnings.

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at December 31, 2024, are summarized in the following table. Maturities are based on the final contractual payment date, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Adjustable-rate mortgage-backed securities are included in the period in which interest rates are next scheduled to adjust. The Company does invest in both taxable and non-taxable municipal securities. No material changes occurred in the non-taxable security portfolio for the year ended December 31, 2024.

More than One YearMore than Five YearsMore than
One Year or Lessthrough Five Yearsthrough Ten YearsTen YearsTotal
WeightedWeightedWeightedWeightedWeighted
AmortizedAverageAmortizedAverageAmortizedAverageAmortizedAverageAmortizedFairAverage
CostYield (1)CostYield (1)CostYield (1)CostYield (1)CostValueYield (1)
(Dollars in thousands)
Securities available-for-sale:
Collateralized Mortgage Securities$$$6302.70%$20,6681.75%$21,298$17,1931.78%
Subordinated Debt8,9713.74%8,9717,9073.74%
Preferred Stock4538.25%4534538.25%
Municipal Securities
Taxable1,0003.42%1,4251.55%8,1982.45%10,6238,2012.42%
Tax-exempt3,4044.52%18,6203.39%22,02419,6213.57%
U.S. Government Agencies2,3926.81%2,3922,3726.81%
Total$1,0003.42%$$14,4303.66%$50,3312.77%$65,761$55,7472.98%
Securities held-to-maturity:
Municipal Securities
Tax-exempt$3703.16%$3,5174.12%$3,9454.22%$5,7464.15%$13,578$13,3794.14%
Subordinated Debt5009.10%2,0005.38%2,5002,4866.12%
Total$3703.16%$4,0174.74%$5,9454.61%$5,7464.15%$16,078$15,8654.44%
Column 1Column 2Column 3
(1)Weighted average yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%. Weighted average yield is calculated as the tax-equivalent yield on a pro rata basis for each security based on its relative amortized cost.

45

Loan Portfolio

Our primary source of income is derived from interest earned on loans. Our loan portfolio consists of loans secured by real estate as well as commercial business loans and consumer loans, substantially all of which are secured by corresponding deposits at the Bank. Our loan customers primarily consist of small- to medium-sized businesses, professionals, real estate investors, small residential builders and individuals. Our owner occupied and investment commercial real estate loans, residential construction loans and commercial business loans provide us with higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, and are complemented by our relatively lower risk residential real estate loans to individuals. Our lending activities are principally directed to our market area consisting of the Washington, D.C. and Northern Virginia metropolitan areas.

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2024. Demand loans, having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

As of December 31, 2024
Single-FamilyMulti-FamilyFarmlandOwner OccupiedNon-owner Occupied
(In thousands)
Amounts due in:
One year or less$23,947$57,804$$1,836$113,413
After one year through two years16,17546630,17949,342
After two years through three years12,85336,39716,12364,707
After three years through five years40,63477,68687,978119,955
After five years through ten years98,98761,25471213,346193,094
After ten years through fifteen years8871,2771697,11819,545
After fifteen years10,8741,144
Total$204,357$234,884$240$357,724$560,056
Construction and Land DevelopmentCommercial and IndustrialConsumerTotal Loan Portfolio Maturities
Amounts due in:(In thousands)
One year or less$153,695$27,918$667$379,280
After one year through two years37,6035,924483140,172
After two years through three years17,6415,092134152,947
After three years through five years100,70812,977184440,122
After five years through ten years43,83516,947106627,640
After ten years through fifteen years39,9038,08176,980
After fifteen years5,83917,857
Total$393,385$82,778$1,574$1,834,998

The following table sets forth our fixed and adjustable-rate loans at December 31, 2024, that are contractually due after December 31, 2024.

Due After December 31, 2024
FixedAdjustable
RatesRatesTotal
(In thousands)
Residential real estate:
Single family$103,983$100,374$204,357
Multifamily134,676100,208234,884
Farmland240240
Commercial real estate:
Owner occupied161,055196,669357,724
Non-owner occupied217,037343,019560,056
Construction and land development94,806298,579393,385
Commercial – non-real estate:
Commercial and industrial47,47635,30282,778
Consumer – non-real estate:
Unsecured343343
Secured1,151801,231
Totals$760,767$1,074,231$1,834,998

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The following table shows our loan originations, participations, purchases, sales and repayment activities for the periods indicated.

Years Ended December 31,
20242023
(In thousands)
Total loans at beginning of year:$1,727,091$1,599,592
Loans originated:
Real estate loans:
Residential real estate:
Single family28,06763,096
Multifamily15,03243,884
Farmland106
Commercial real estate:
Owner occupied39,13170,900
Non-owner occupied104,37256,385
Construction and land development158,831189,132
Commercial – non-real estate:
Commercial and industrial27,95723,879
Consumer – non-real estate:
Unsecured343271
Secured20981
Total loans originated:374,048447,628
Loan principal repayments:
Principal repayments266,141320,129
Net loan activity107,907127,499
Total loans at the end of year$1,834,998$1,727,091

Loans, net of unearned income, totaled $1.8 billion at December 31, 2024, an increase of $107.9 million from December 31, 2023. The increase in total loans was primarily driven by growth in the overall loan portfolio, with increases in commercial real estate for owner occupied and non-owner occupied segments as well as in commercial and industrial credits. Owner occupied loans had a balance of $357.7 million at December 31, 2024 compared to $282.1 million at December 31, 2023, for a net increase of $75.7 million. Non-owner occupied loans had a balance of $560.1 million at December 31, 2024 compared to $461.8 million at December 31, 2023, for a net increase of $98.3 million. Commercial and industrial loans had a balance of $82.8 million at December 31, 2024 compared to $75.4 million at December 31, 2023, for a net increase of $7.4 million.

A significant portion of the loan portfolio consists of commercial, construction and commercial real estate loans, primarily made in the Washington, D.C. metropolitan area and secured by real estate or other collateral in that market. Although these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the Washington, D.C. metropolitan real estate market could have an adverse impact on this portfolio of loans and the Company’s income and financial position. While our basic market area is the Washington, D.C. metropolitan area, the Bank has made loans outside that market area where the applicant is an existing customer, and the nature and quality of such loans was consistent with the Company's lending policies.

The Company has a limited amount of credit exposure to government contractors in the Washington, D.C. metropolitan area. Below is a schedule that outlines the credit exposure to businesses with government contracts by structure type as of December 31, 2024. The line of credit balances consist of asset based lines of credits on billed receivables, which are receivables for work that has been completed and invoiced to the government or the prime contractor. Ongoing monitoring of the lines of credit include receiving borrowing base certificates monthly on the billed receivables amount. Since December 31, 2024, we have strengthened the monitoring of these lines of credit to fully verify the billed receivables amount each time funds are advanced. Term debt is secured by a combination of business assets and additional real estate collateral.

Government Contracting Credit Exposures as of December 31, 2024
(Dollars in thousands)
Principal BalanceLine/Term CommitmentAvailabilityNumber of RelationshipsNumber of Relationships with Balances
Line of Credit$16,733$76,038$59,3053013
Term Debt Exposure1,4451,44522
Total Exposure$18,178$77,483$59,3053215

The federal banking Agencies issued guidance in 2006 which addresses institutions’ with increased concentrations of commercial real estate (CRE) loans.  The guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate levels of capital that will enable institutions to continue to pursue CRE lending in a safe and sound manner.  In developing this guidance, the Agencies recognized that different types of CRE lending present different levels of risk, and that consideration should be given to the lower risk profiles and historically superior performance of certain types of CRE, such as well-structured multifamily housing finance, when compared to others, such as speculative office space construction. As discussed under “CRE Concentration Assessments,” institutions are encouraged to segment their CRE portfolios to acknowledge these distinctions for risk management purposes. The guidance focuses on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower for which real estate collateral is taken as a secondary source of repayment or through an abundance of caution. Thus, for the purposes of the guidance, CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market (for example, market demand, changes in capitalization rates, vacancy rates, or rents). CRE loans are land development and construction loans (including 1- to 4-family residential and commercial construction loans) and other land loans. CRE loans also include loans secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Excluded from the scope of this Guidance are loans secured by nonfarm nonresidential properties where the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

As part of their ongoing supervisory monitoring processes, the Agencies use certain criteria to identify institutions that are potentially exposed to significant CRE concentration risk. An institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds the following supervisory criteria may be identified for further supervisory analysis of the level and nature of its CRE concentration risk:

Column 1Column 2Column 3
1.Total reported loans for construction, land development, and other land represent 100 percent or more of the institution’s total risk-based capital; or
Column 1Column 2Column 3
2.Total commercial real estate loans as defined in this guidance represent 300 percent or more of the institution’s total risk-based capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.

The Agencies use the criteria as a preliminary step to identify institutions that may have CRE concentration risk. Because regulatory reports capture a broad range of CRE loans with varying risk characteristics, the supervisory monitoring criteria do not constitute limits on an institution’s lending activity but rather serve as high-level indicators to identify institutions potentially exposed to CRE concentration risk.

The Company holds a concentration in commercial real estate loans. The Board has set a risk tolerance level of 150% and 375% of consolidated risk-based capital for construction, land development and other land loans and commercial real estate loans. As of December 31, 2024, construction, land development and other land loans represented 131.9% of consolidated risk-based capital. Total commercial real estate loans as defined by the Agency guidance represented 393.8% of consolidated risk-based capital. During the prior 36 months, the Company has experienced an increase in its commercial real estate portfolio by 72%. The Company has temporarily exceeded the target level for the commercial real estate segment and is working quickly to bring this segment back within the Board tolerance level.

The management team has extensive experience in underwriting commercial real estate loans and has implemented and continues to maintain heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio. The Board of Directors has established internal maximum limits on CRE as an asset class overall as well as sub limits within CRE by property class, to better manage and control the exposure to property classes during periods of changing economic conditions. The Board of Directors also has minimum targets for regulatory capital ratios that are in excess of well capitalized ratios.

Our risk management process begins with a robust underwriting program. The underwriting and risk rating of all loans is completed by an underwriting team that is independent of the originating lender(s). The underwriting analysis of commercial real estate loans includes pre-origination stress testing utilizing the portfolio stress testing methods to fully understand the potential exposure before we originate the credit. Once originated, each loan receives ongoing quarterly stress tests to evaluate the risk profile over the life of the credit.

We stress test earning assets on a quarterly basis and measure the results against the Bank's risk-based capital. For commercial loans, residential real estate loans, owner-occupied commercial real estate loans and consumer installment loans, we multiply the total outstanding amount for each loan category by our highest quarter historical loss for that category as a surrogate in order to calculate a stressed loss.

47

For our non-owner occupied commercial real estate loans, we use three separate methodologies in our stress test. If a property fails more than one of the three tests, we extend the test with the highest exposure value and add an additional 10% for selling costs.

Column 1Column 2Column 3
An immediate and sustained 3.0% increase in interest rates,
Column 1Column 2Column 3
An immediate and sustained 5.0% increase in vacancy rates, and
Column 1Column 2Column 3
An immediate and sustained 2.0% change in the capitalization rate, or “cap rate.”

We stress test the construction lending portfolio by applying exponential discounting (using a "k factor" of 2) to each project based upon its percentage of completion. The project is stressed using the as-is and as-complete appraised values and assumes 10% selling costs.

For all other loans, we utilize the Bank's historic loss rates or if not available, the average loss rates of UBPR Group 4 banks, for bank owned life insurance we utilize default rates from S&P Global ratings, and for securities we obtain an independent fair market value and if it is less than the book value, we subtract the fair market value from the book value to determine the stress loss. The following table shows the Company's earning assets and the results of the stress test performed for the periods indicated.

December 31, 2024
Outstanding BalanceStress Test Results (1)Stressed Loss Percent
(Dollars in thousands)
Earning Asset Component
Construction$393,385$(5,625)(1.43)%
Non-Owner Occupied CRE794,940(10,793)(1.36)%
All Other Loans646,673(20,766)(3.21)%
HTM Securities$16,078(169)(1.05)%
AFS Securities65,761(7,711)(11.73)%
Swap Portfolio
Bank Owned Life Insurance39,507(39)(0.10)%
Total$1,956,344$(45,103)(2.31)%

(1) Net tax effective loss at the statutory rate of 21%

December 31, 2023
Outstanding BalanceStress Test Results (1)Stressed Loss Percent
(Dollars in thousands)
Earning Asset Component
Construction$429,637$(4,606)(1.07)%
Non-Owner Occupied CRE732,815(7,635)(1.04)%
All Other Loans564,639(11,994)(2.12)%
HTM Securities$17,275(88)(0.51)%
AFS Securities69,665(7,478)(10.73)%
Swap Portfolio
Bank Owned Life Insurance38,318(39)(0.10)%
Total$1,852,349$(31,840)(1.72)%

(1) Net tax effective loss at the statutory rate of 21%

The total estimated stress test loss is deducted from capital and we recalculate the capital ratios. As shown in the tables below, as of December 31,
2024, and
2023 the post-stress capital ratios well exceed our Board target ratios as well as Agency minimums (with buffer).

December 31, 2024 Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)
Well Capitalized with BufferBank Minimum TargetAs of December 31, 2024Post Stress, Low EstimatePost Stress, High Estimate
Leverage Ratio5.00%7.50%12.08%10.62%10.44%
Total Risk-Based Capital10.00%11.50%15.69%13.92%13.71%
Tier 1 Risk-Based Capital8.00%9.50%14.64%12.87%12.66%
Common Equity Tier 1 Risk-Based Capital6.50%8.00%14.64%12.47%12.26%
December 31, 2023 Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)
Well Capitalized with BufferBank Minimum TargetAs of December 31, 2023Post Stress, Low EstimatePost Stress, High Estimate
Leverage Ratio5.00%7.50%14.66%13.74%13.59%
Total Risk-Based Capital10.00%11.50%17.18%16.17%16.00%
Tier 1 Risk-Based Capital8.00%9.50%16.22%15.20%15.04%
Common Equity Tier 1 Risk-Based Capital6.50%8.00%16.22%14.79%14.62%

The Company employs an external loan review firm to conduct ongoing reviews of the loan portfolio. During the year ended December 31, 2024, the independent external loan review firm reviewed approximately 70% of the entire portfolio by outstanding dollar balance. The external review did not identify any material underwriting or ongoing portfolio management concerns.

48

The following two tables break down the December 31, 2024 and December 31, 2023 non-owner occupied CRE portfolio balances by showing the current balance in each sub-category and location. The tables also display very favorable weighted average interest rates and weighted average loan-to-values for both periods. The weighted average occupancy percentages are also broadly favorable for both periods.

December 31, 2024
(Dollars in thousands)
Non-Owner Occupied CRE (2)LocationWeighted Average RateWeighted Average Loan-to-Value (1)Weighted Average Occupancy %
DCMDVAOtherTotal
Multifamily$224,848$3,025$7,011$$234,8846.06%66%73%
Office:
Mixed use11,7662,6763,58118,0239.97%68%35%
Medical22,16915,39543137,9955.61%63%69%
Office1,8922,7784,6705.57%59%94%
Office to Residential Conversion32,13632,1369.50%52%85%
Hospitality28,79775,50498,352202,6535.93%64%-- (3)
Retail/Commercial79,77041,892107,6059,156238,4236.13%60%75%
Industrial14,8015,5215,83426,1566.29%59%87%
Total Non-Owner Occupied CRE$345,181$161,959$272,379$15,421$794,9406.19%62%67%
Construction and Land Development
Multifamily$91,424$$13,386$15,000$119,8107.32%64%N/A
1-4 family71,23463,430134,6648.32%57%N/A
Retail/Commercial19,53419,5347.15%63%N/A
Industrial37,46798038,4475.85%57%N/A
Mixed use12,70512,7057.95%58%N/A
Other24721,13523,81523,02868,2257.90%37%N/A
Total Construction and Land Development232,61121,135101,61138,028393,3857.73%56%N/A
Total Construction, Land Development, and Non-Owner Occupied CRE$577,792$183,094$373,990$53,449$1,188,3256.73%60%N/A
(1)Loan-to-value is based on maximum potential outstanding at time of origination
(2)Non-owner occupied includes multifamily call code 1D
(3)Hospitality occupancy rates rely on individual STR data

49

December 31, 2023
(Dollars in thousands)
Non-Owner Occupied CRE (2)LocationWeighted Average RateWeighted Average Loan-to-Value (1)Weighted Average Occupancy %
DCMDVAOtherTotal
Multifamily$246,153$7,357$17,530$$271,0406.27%64%81%
Office:
Mixed use9,4452,7294,39516,5696.65%36%87%
Medical22,42815,29749938,2245.61%43%69%
Office1,8926,3868,2786.64%43%87%
Office to Residential Conversion21,55021,5509.50%48%85%
Hospitality60,53073,677134,2076.77%60%-- (3)
Retail/Commercial60,13342,08494,40011,977208,5946.06%44%80%
Industrial75314,0077,8096,01528,5847.29%63%96%
Other5,7695,7696.00%60%0%
Total Non-Owner Occupied CRE$316,484$151,027$241,044$24,260$732,8156.46%57%71%
Construction and Land Development
Multifamily$103,608$$11,060$14,563$129,2318.44%62%N/A
1-4 family95,76454,947150,7118.99%63%N/A
Office1,3281,3285%79%N/A
Retail/Commercial17,79817,7989.13%72%N/A
Raw land3,69015,4578,00027,1478.00%36%N/A
Hospitality7,0707,0709.50%63%N/A
Industrial25,1101,4777,45834,0457.27%51%N/A
Mixed use9,51115,73025,2419.17%68%N/A
Other1,75723,08112,22837,0669.00%54%N/A
Total Construction and Land Development254,87633,841110,89930,021429,6378.66%60%N/A
Total Construction, Land Development, and Non-Owner Occupied CRE$571,360$184,868$351,943$54,281$1,162,4527.39%60%N/A
(1)Loan-to-value is based on maximum potential outstanding at time of origination
(2)Non-owner occupied includes multifamily call code 1D
(3)Hospitality occupancy rates rely on individual STR data

The Company also underwrites and originates owner-occupied commercial real estate loans. These loans are typically term loans made to support properties that rely upon the operations of the business occupying the property for repayment. The Agencies specifically excluded owner-occupied commercial real estate from their concentration guidance, as the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

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The following two tables depict a well-diversified portfolio of owner-occupied commercial real estate as of December 31, 2024 and December 31, 2023.  The properties are distributed nicely among the Company's footprint. This loan segment continues to perform very well and is supported by strong loan-to-values (LTVs). The following table sets forth our owner-occupied CRE portfolio by the business industry groups that occupy the properties for the periods indicated.

December 31, 2024
(Dollars in thousands)
Owner Occupied CRELocationWeighted Average RateWeighted Average Loan-to-Value (1)
DCMDVAOtherTotal
Accommodation and food services$18,669$2,921$10,775$10,853$43,2185.89%72%
Administrative and support4,5004,7169,2165.53%56%
Arts and recreation36,51736,5175.73%62%
Construction services14,9474,00315,6883734,6755.39%76%
Education services27,8565,66033,5165.98%59%
Health care4,69717,48815,27513537,5956.92%65%
Information4,3654,3654.36%50%
Manufacturing4,7014,7014.02%53%
Religious and other6,02716,64666,17393189,7776.18%69%
Professional, scientific, tech services2,8455,5778,4226.31%73%
Real estate and rental leasing7383,7013,7058,1446.27%70%
Retail trade86610,56425,4392,60439,4735.85%69%
Wholesale trade1659157,0258,1055.94%73%
Total Owner Occupied CRE$76,645$59,988$199,506$21,585$357,7245.95%68%
Column 1Column 2
(1)Loan-to-value is based on maximum potential outstanding at time of origination
December 31, 2023
(Dollars in thousands)
Owner Occupied CRELocationWeighted Average RateWeighted Average Loan-to-Value (1)
DCMDVAOtherTotal
Accommodation and food services$17,925$2,995$12,186$5,605$38,7115.68%69%
Administrative and support4,5004,5579,0575.49%56%
Arts and recreation37,12737,1276.14%62%
Construction services5,1734,03516,27825,4865.23%73%
Education services29,1695,58134,7505.86%61%
Health care4,81099316,83613922,7785.43%76%
Manufacturing6,2186,2185.33%91%
Religious and other6,1418,04732,30594647,4395.78%66%
Professional, scientific, tech services2,90810,47413,3825.06%75%
Real estate and rental leasing2,2811,1683,4496.55%62%
Retail trade8946,69225,2492,67035,5055.83%69%
Wholesale trade1848377,1298,1505.98%73%
Total Owner Occupied CRE$67,020$29,727$168,816$16,489$282,0525.73%68%
Column 1Column 2
(1)Loan-to-value is based on maximum potential outstanding at time of origination

The risk profile of real estate properties within our market can vary depending upon location. Therefore, we have disaggregated our stress testing of construction projects further by segmenting the loans into two groupings, those inside a 15-mile radius of Washington, D.C. and those outside that radius. For example, during the 2009 recession, the peak-to-trough drop in property values inside the beltway was less than 10% (CoreLogic, 2019).  The Board determined that loans made inside a 15-mile radius of Washington, D.C. carry less geographic risk than those made outside of that radius.

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The graphic below is a geopoint map that depicts all construction loans, non-owner occupied CRE loans, and owner-occupied CRE loans, with a majority of all loan types concentrated within a 15-mile radius of Washington, D.C.

Asset Quality

The Company’s asset quality remained strong during the year ended December 31, 2024. Nonperforming assets, which includes nonaccrual loans, accruing loans 90 days past due, and other real estate owned totaled $21.7 million at December 31, 2024, and $1.0 million at December 31, 2023.

A loan’s past due status is based on the contractual due date of the most delinquent payment due. All loans which are 30 or more days past due at the end of the month are reported to the Board of Directors. Commercial loans are generally placed on nonaccrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Consumer loans are generally placed on nonaccrual status when the collection of principal or interest is 120 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. For those loans that are carried on nonaccrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed.

The Company may identify loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions and negative trends may result in a payment default in the near future.

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As a percentage of total assets, nonperforming assets were 0.97% at December 31, 2024, compared with 0.05% at December 31, 2023. As of December 31, 2024, the Company had $21.7 million in loans on nonaccrual status. During the last quarter of the year ended December 31, 2024, nonperforming assets trended positively with loans on nonaccrual status decreasing by $6.7 million or 23.5%.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Credit Losses, in Notes to Consolidated Financial Statements for further information on the Company’s credit grade categories, which are derived from standard regulatory rating definitions.

The following table summarizes asset quality information at December 31, 2024, and December 31, 2023.

December 31,December 31,
20242023
(Dollars in thousands)
Non-accrual loans:
Residential real estate
Single family$1,162$851
Commercial real estate
Non-owner occupied11,160
Construction & Land Development4,235
Commercial non-real estate
Commercial and industrial5,093149
Total non-accrual loans21,6501,000
Loans greater than 90 days past due and still accruing:
Consumer non real estate - secured4
Total non-performing loans21,6501,004
Total non-performing assets$21,650$1,004
Ratios:
Total non-performing loans to gross loans receivable1.18%0.06%
Total non-performing loans to total assets0.97%0.05%
Total non-accrual loans to gross loans receivable1.18%0.05%

Interest income that would have been recorded for the years ended December 31, 2024 and 2023 had non-accruing loans been current according to their original terms was $1.9 million and $133,092, respectively.

Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

The Company further describes loans that were modified during the year ended December 31, 2024 in Note 5 of Notes to Consolidated Financial Statements.

Analysis and Determination of the Allowance for Credit Loss on Loans. The allowance for credit losses on loans is maintained at a level which, in management’s judgment, is adequate to absorb probable and estimable future credit losses in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific individually evaluated loans, and current and future economic conditions. Allowances for individually evaluated loans are generally determined based on collateral values. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on individually evaluated loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for credit losses on loans which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to individually evaluated loans are charged or credited to the provision for credit losses on loans. Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan losses on loan pools, the fair value of the underlying collateral, current and future economic conditions and other qualitative and quantitative factors which could affect potential credit losses. An integral part of their examination process, the Federal Reserve Board will periodically review our allowance for credit losses, and as a result of such reviews, we may have to adjust our allowance for credit losses.

On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by the lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that is not more likely than not they will be required to sell.

The Company adopted ASC 326 and all the subsequent amendments there to effective January 1, 2023 using the modified retrospective method for all financial assets measured at amortized cost, and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior periods amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $1.7 million, net of taxes, as of January 1, 2023 for the cumulative effect of adopting ASC 326. The transition adjustment includes an increase in allowance for credit losses of $2.2 million and an increase in net deferred tax assets of $506,000.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Credit Losses, in Notes to Consolidated Financial Statements for further information on the Company’s adoption of ASC 326.

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The following table sets forth activity in our allowance for credit losses on loans for the periods indicated.

For the Year Ended December 31,For the Year Ended December 31,
20242023
(Dollars in thousands)
Balance at beginning of year$16,506$14,114
Current expected credit losses, nonrecurring adoption895
Charge-offs:
Residential real estate(132)
Commercial real estate(740)
Construction(3,684)
Commercial and industrial(4)(462)
Consumer(9)(6)
Total charge-offs(4,569)(468)
Recoveries:
Residential real estate7
Commercial and industrial19
Consumer915
Total recoveries2822
Net charge-offs(4,541)(446)
Provision for credit losses - loans7,4851,943
Balance at end of period$19,450$16,506
Ratios:
Net charge offs to average loans outstanding0.25%0.03%
Allowance for credit losses on loans to non-performing loans at end of period89.84%16.44X
Allowance for credit losses on loans to gross loans at end of period1.06%0.96%

The following table summarizes our net charge-off activity by loan segment for the periods indicated.

At December 31,
202420232022
(Dollars in thousands)Charge-offsRecoveriesNet charge-offsNet charge-offs to average loansCharge-offsRecoveriesNet charge-offsNet charge-offs to average loansCharge-offsRecoveriesNet charge-offsNet charge-offs to average loans
Real Estate:
Residential$(132)$$(132)0.0%$$7$70.0%$$$0.0%
Commercial(740)(740)(0.1)%0.0%0.0%
Construction(3,684)(3,684)(0.9)%0.0%0.0%
Commercial and industrial(4)19150.0%(462)(462)(0.5)%0.0%
Consumer(9)90.0%(6)1590.1%(19)(19)(0.1)%
Total$(4,569)$28$(4,541)(0.3)%$(468)$22$(446)(0.0)%$(19)$$(19)(0.0)%

At December 31, 2024, our allowance for credit losses on loans represented 1.06% of total loans and we had $21.7 million in non-performing loans. The allowance for credit losses on loans increased to $19.5 million at December 31, 2024 from $16.5 million at December 31, 2023 as a direct result of loan growth and charge offs taken in 2024 as well as increasing qualitative factors within our model assumptions for increased levels of past dues and potential weaknesses in underlying collateral for certain asset classes. There were $4.5 million in net loan charge-offs and $446,000 in net loan charge-offs during the years ended December 31, 2024 and December 31, 2023, respectively.

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Allocation of Allowance for Credit Losses on Loans. The following table sets forth the allowance for credit losses on loans allocated by loan category and the percent of the allowance in each category to the total allocated allowance on credit losses for loans at the dates indicated. The allowance for credit losses on loans allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

At December 31,
20242023
(Dollars in thousands)Allowance for Credit Losses - LoansPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total LoansAllowance for Credit Losses - LoansPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total Loans
Residential Real Estate:
Single family$1,4337.4%11.1%$1,5109.1%11.8%
Multifamily1,0455.4%12.8%1,0846.6%15.7%
Commercial Real Estate:
Owner occupied4,15421.3%19.5%3,39320.5%16.3%
Non-owner occupied7,16736.8%30.5%5,49533.3%26.7%
Construction and Land Development4,64823.9%21.4%3,57521.7%24.9%
Commercial – Non Real Estate:
Commercial and industrial9935.1%4.5%1,4358.7%4.4%
Consumer – Non Real Estate:
Secured100.1%0.1%140.1%0.2%
Total$19,450100.0%100.0%$16,506100.0%100.0%

Funding Activities

Deposits are the primary source of funds for lending and investing activities and their cost is the largest category of interest expense. The Company also utilizes wholesale deposits as a funding source in addition to customer deposits. Scheduled payments, as well as prepayments, and maturities from portfolios of loans and investment securities also provide a stable source of funds. FHLB advances, other secured borrowings, federal funds purchased, and other short-term borrowed funds, as well as longer-term debt issued through the capital markets, all provide supplemental liquidity sources. The Company’s funding activities are monitored and governed through the Company’s asset/liability management process

Deposits

Total deposits increased by $221.7 million from December 31, 2023 to December 31, 2024. Wholesale deposits, which are included in the table below, totaled $468.1 million and $433.0 million at December 31, 2024, and December 31, 2023, respectively. The following table presents the Company’s average deposits segregated by major category for the years ended December 31, 2024 and December 31, 2023:

At December 31,
20242023
Average BalancePercentWeighted Average RateAverage BalancePercentWeighted Average Rate
(Dollars in thousands)
Deposit type:
Interest-bearing demand$181,10910.1%4.78%$83,0875.1%2.15%
Money market464,40026.0%4.61%365,81522.6%3.73%
Savings and NOW54,3853.0%1.39%49,5653.0%1.10%
Time deposits748,93841.9%4.99%702,03443.3%3.83%
Interest-bearing deposits1,448,83281.0%4.70%1,200,50174.0%3.57%
Non-interest bearing demand340,00519.0%421,17726.0%
Total deposits$1,788,837100.0%3.81%$1,621,678100.0%2.67%

The  pronounced shift from non-interest bearing demand deposits into money market demand and time deposits was driven by market conditions emanating from the large-bank failures in the first half of 2023.  In order for us to maintain the customer relationships, we needed to shift the deposits into accounts where we could provide excess FDIC insurance coverage.  We also gained in money market demand and time deposits as customers brought additional funds into the Company.

The Company uses wholesale deposits as a funding source in addition to customer deposits. Wholesale deposits provide a diversified and stable source of funding during times of market volatility. As of December 31, 2024, the Company had $468.1 million of total wholesale deposit funding sources, an increase of $35.1 million compared to December 31, 2023, which totaled $433.0 million.

Given the interest rate environment and strategic initiatives, the Company replaced maturing lower yielding wholesale CDs with higher market rate CDs. Many replacement CDs include call options at our discretion if economic conditions change. The Company also utilized additional wholesale demand deposits to provide liquidity and more effectively balance our interest rate sensitivity. During the year ended December 31, 2024, total wholesale deposit funding accounted for approximately 28% of our interest expense.

The following table presents the Company's total wholesale deposit composition, concentrations, current rate and remaining duration, if applicable as of December 31, 2024 and December 31, 2023.

As of December 31,
20242023
(Dollars in thousands)
Wholesale Money Market Deposits Accounts (MMDA)BalancePercent %Weighted Average RateWeighted Remaining Maturity (in months)BalancePercent %Weighted Average RateWeighted Remaining Maturity (in months)
Wholesale MMDAs$100,33421.4%4.50%N/A$120,53627.8%5.75%N/A
Wholesale Time Deposits
Listing Service CDs (1)25,2315.4%4.79%1334,4818.0%4.86%5
Wholesale CDs:
Term220,35747.1%4.56%7148,90634.4%4.32%7
Term with Call Option (2)122,21626.1%5.12%30129,08329.8%5.22%30
Total Wholesale CDs342,573277,989
Total wholesale deposits$468,138100.0%$433,006100.0%
(1)Listing service CDs are excluded from being classified as wholesale deposits, per FDIC call report instructions
(2)80% of the CDs in this balance can be called as of December 31, 2024

Regulatory Defined Wholesale Deposits

Each quarter the Bank files a bank call report with the FDIC, which has a specific way it defines wholesale brokered deposits. As of December 31, 2024, the Company had $442.9 million of wholesale deposits outstanding, as defined by FDIC, an increase of $44.41 million from December 31, 2023. In addition, pursuant to rule 12 CFR 337.6(e), well-capitalized and well-rated institutions are not required to treat reciprocal deposits as wholesale deposits up to the lesser of 20 percent of their total liabilities or $5 billion. Reciprocal core deposits exceeding this threshold must be reported additionally as wholesale deposits for call report purposes only. As of December 31, 2024, the Company additionally reported $259.9 million in reciprocal deposits considered wholesale for call report purposes only, bringing regulatory defined wholesale deposits to $702.8 million as of December 31, 2024. As of December 31, 2024, all of the Company's reciprocal deposits were core deposits from customers who placed their deposits in the reciprocal network for additional FDIC insurance coverage.

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At December 31, 2024, the Company had $779.6 million in total deposits in excess of the FDIC insurance limit of $250,000.

Certificates of deposit in amounts in excess of the FDIC insurance limit of $250,000 totaled approximately $457.4 million. The following table sets forth the maturity of these certificates as of December 31, 2024.

December 31, 2024
(In thousands)
Maturity period:
Three months or less$86,550
Over three through six months102,470
Over six through twelve months111,452
Over twelve months through three years106,577
Over three years50,377
Total$457,426

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The following table sets forth all of our time deposits classified by interest rate as of the dates indicated.

At December 31,
20242023
(In thousands)
Interest Rate Range:
0.01 – 0.99%$1,324$6,354
1.00 – 1.99%1,07371,544
2.00 – 2.99%4,45174,245
3.00 – 3.99%59,29640,392
4.00 – 4.99%463,571123,178
5.00 and greater289,573380,623
Total$819,288$696,336

The following table sets forth by interest rate ranges information concerning the maturities of our certificates of deposit as of December 31, 2024.

Period to Maturity
Less Than or Equal to One YearMore Than One to Two YearsMore Than Two to Three YearsMore Than Three YearsTotalPercent of Total Certificate Accounts
(Dollars in thousands)
Interest Rate Range:
0.01 – 0.99%$1,290$34$$$1,3240.2%
1.00 – 1.99%882152391,0730.1%
2.00 – 2.99%3,573710138304,4510.5%
3.00 – 3.99%22,71232,7934643,32759,2967.2%
4.00 – 4.99%399,87553,20410,492463,57156.6%
5.00 and greater187,37733,75227,43941,005289,57335.4%
Total$615,709$120,645$28,080$54,854$819,288100.0%

Borrowed Funds

We may obtain advances from the Federal Home Loan Bank of Richmond upon the security of the common stock we own in that bank and certain of our residential and commercial mortgage loans, provided certain standards related to creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. Federal Home Loan Bank advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending.

At December 31, 2024 and 2023, we were permitted to borrow up to an aggregate total of $544.8 million and $504.8 million, respectively, from the Federal Home Loan Bank of Richmond. There were Federal Home Loan Bank borrowings outstanding of $0 at December 31, 2024, and December 31, 2023, respectively. Additionally, as of December 31, 2024 and 2023 we had credit availability of $144.0 million and $114.0 million with correspondent banks for short-term liquidity needs, if necessary. Borrowings were $0 million and $15.0 outstanding at December 31, 2024 and 2023, respectively, under this facility.

Liquidity and Capital Resources

Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company’s ability to meet the day-to-day cash flow requirements of its customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves.

The Company assesses liquidity needs on a daily basis using a sophisticated monitoring system that identifies daily sources and uses for a rolling 30-day period. The Company also assesses liquidity needs under various scenarios of market conditions, asset growth and changes in credit ratings. The assessment includes liquidity stress testing which measures various sources and uses of funds under the different scenarios. The assessment provides regular monitoring of unused borrowing capacity and available sources of contingent liquidity to prepare for unexpected liquidity needs and to cover unanticipated events that could affect liquidity.

The asset portion of the balance sheet provides liquidity primarily through unencumbered debt securities available-for-sale, loan principal and interest payments, maturities and prepayments of investment securities held-to-maturity and, to a lesser extent, sales of investment debt securities available-for-sale. Other short-term investments such as federal funds sold and maturing interest-bearing deposits with other banks, are additional sources of liquidity.

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The liability portion of the balance sheet provides liquidity through various customers’ interest-bearing and noninterest-bearing deposit accounts and through FHLB and other borrowings. Wholesale deposits, federal funds purchased, and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are used as necessary to fund asset growth and meet short-term liquidity needs.

In addition to the Company’s financial performance and condition, liquidity may be impacted by the Company’s structure as a bank holding company that is a separate legal entity from the Bank. The Company requires cash for various operating needs that could include payment of dividends to its stockholders, the servicing of debt, and the payment of general corporate expenses. The primary source of liquidity for the Company is dividends paid by the Bank. Applicable federal and state statutes and regulations impose restrictions on the amount of dividends that may be paid by the Bank. In addition to the formal statutes and regulations, regulatory authorities also consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. Any future dividends must be set forth in the Company's capital plans before any dividends can be paid.

The Company’s ability to raise funding at competitive prices is affected by the rating agencies’ views of the Company’s credit quality, liquidity, capital and earnings. Management is rated by an independent rating agency annually and is provided with independent current outlook for the Company.

The Board of Director's and the Asset Liability Committee (ALCO) are responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of December 31, 2024.

We monitor and adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short-and intermediate-term securities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-earning deposits in other banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At December 31, 2024, cash and cash equivalents totaled $207.7 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $55.7 million at December 31, 2024.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $14.7 million, $31.6 million, and $33.5 million for the twelve months ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans and proceeds from maturing securities, was $122.3 million, $130.7 million, and $228.7 million for the twelve months ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. There were no sales of available-for-sale debt securities in 2024,  2023, or 2022. Net cash provided by financing activities was $200.7 million, $83.0 million, and $232.6 million, for the twelve months ended December 31, 2024, 2023, and 2022, respectively, which consisted primarily of increases in interest bearing deposits and federal funds purchased for the twelve months ended December 31, 2024. There were repayments of $15.0 million in federal funds purchased for year ended 2024 and repayments of $100.0 million in FHLB advances for the year ended 2023.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of December 31, 2024, totaled $615.7 million of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds in the normal course of business, including other deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Management believes that the current sources of liquidity are adequate to meet the Company’s requirements and plans for continued growth.

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank 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.

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The federal regulatory capital rules apply to all depository institutions as well as to bank holding companies with consolidated assets of $3 billion or more. However, the regulatory capital requirements generally do not apply on a consolidated basis to a bank holding company with total consolidated assets of less than $3 billion unless the holding company: (1) is engaged in significant nonbanking activities either directly or through a nonbank subsidiary; (2) conducts significant off-balance sheet activities (including securitization and asset management or administration) either directly or through a nonbank subsidiary; or (3) has a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the Securities and Exchange Commission. The Federal Reserve may apply the regulatory capital standards at its discretion to any bank holding company, regardless of asset size, if such action is warranted for supervisory purposes.

Because the Company has total consolidated assets of less than $3 billion and does not engage in activities that would trigger application of the federal regulatory capital rules, it is not at present subject to consolidated capital requirements under such rules.

The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Under the Basel III rules, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2024 and 2023 is 2.50%. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total capital, Common Equity Tier 1 capital, and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2024, the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2024 and 2023, the most recent notification from the Federal Reserve Bank of Richmond categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Common Equity Tier 1 risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual regulatory capital amounts and ratios as of December 31, 2024 and 2023 are presented in the table below.

ActualCapital Adequacy PurposesTo Be Well Capitalized Under the Prompt Corrective Action Provision
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
As of December 31, 2024
Total capital (to risk-weighted assets)$296,58415.69%$151,269≥ 8.0%$189,086≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$276,84714.64%$85,089≥ 4.5%$122,906≥ 6.5%
Tier 1 capital (to risk-weighted assets)$276,84714.64%$113,451≥ 6.0%$151,269≥ 8.0%
Tier 1 capital (to average assets)$276,84712.08%$91,708≥ 4.0%$114,635≥ 5.0%
As of December 31, 2023
Total capital (to risk-weighted assets)$312,06917.18%$145,300≥ 8.0%$181,625≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$294,55316.22%$81,731≥ 4.5%$118,056≥ 6.5%
Tier 1 capital (to risk-weighted assets)$294,55316.22%$108,975≥ 6.0%$145,300≥ 8.0%
Tier 1 capital (to average assets)$294,55314.66%$80,375≥ 4.0%$100,469≥ 5.0%

Non-GAAP Measures

In reporting the results as of and for the year ended December 31, 2024, the Company has provided supplemental performance measures on an operating basis. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company uses the non-GAAP measures discussed herein in its analysis of the Company’s performance.

Net interest margin on a fully tax equivalent (FTE) basis, provides valuable additional insight into the net interest margin and the impact that investments in tax-exempt securities have on our financial metrics. The entire FTE adjustment is attributable to the income tax effect on tax-exempt securities, using the statutory federal income tax rate of 21%.

The Company believes that tangible common stockholders' equity, excluding intangible assets, is a meaningful supplement to GAAP financial measures and useful to investors because it provides an additional measure to calculate the book value of our common shares by removing the value of a subjective portion of our balance sheet.

59

The following table reconciles these non-GAAP measures from their respective GAAP basis measures for the years ended December 31,

For the year ended December 31,
(Dollars in thousands)202420232022
Net interest margin (FTE)
Net interest income (GAAP)$62,574$76,742$70,649
FTE adjustment on tax-exempt securities291283281
Net interest income (FTE) (non-GAAP)62,86577,02570,930
Average interest earning assets2,010,4481,858,2151,676,649
Net interest margin (GAAP)3.11%4.13%4.21%
Net interest margin (FTE) (non-GAAP)3.13%4.15%4.23%
Yield on earning assets (FTE)
Total interest income (GAAP)$134,615$124,421$84,018
FTE adjustment on tax-exempt securities291283281
Total interest income (FTE) (non-GAAP)134,906124,70484,299
Average interest earning assets2,010,4481,858,2151,676,649
Yield on earning assets (GAAP)6.70%6.70%5.01%
Yield on earning assets (FTE) (non-GAAP)6.71%6.71%5.03%
Net interest spread (FTE)
Yield on earning assets (GAAP)6.70%6.70%5.01%
Yield on earning assets (FTE) (non-GAAP)6.71%6.71%5.03%
Yield on interest-bearing liabilities4.70%3.66%1.31%
Net interest spread (GAAP)1.99%3.04%3.70%
Net interest spread (FTE) (non-GAAP)2.01%3.05%3.71%
Net Income and earnings per share, adjusted
Net Income (loss), as reported$(9,980)$26,585$26,674
Less: nonrecurring intangible impairment(19,721)
Less: nonrecurring restructuring expenses(430)
Less: nonrecurring other expenses(890)
Related income tax benefit4,763
Net income (loss), adjusted6,29826,58526,674
Preferred stock dividends2,1562,1562,156
Net income (loss) available to common shareholders, adjusted4,14224,42924,518
Weighted average shares - basic and diluted7,606,3917,522,9137,529,382
Earnings (loss) per common share, basic and diluted, adjusted
Earnings (loss) per common share, basic and diluted, as reported$(1.60)$3.25$3.26
Nonrecurring expenses per share, net of taxes2.14
Earnings (loss) per common share, basic and diluted, adjusted$0.54$3.25$3.26
Adjusted Return (loss) on Average Assets (ROAA)
Average assets, as reported$2,136,586$1,955,187$1,758,862
Annualized ROAA, as reported(0.47)%1.38%1.53%
Annualized ROAA, as adjusted0.29%1.38%1.53%
Adjusted Return (loss) on Average Equity (ROAE)
Average equity, as reported$224,631$209,921$190,839
Annualized ROAE, as reported(4.44)%12.66%13.98%
Annualized ROAE, as adjusted2.80%12.66%13.98%
Efficiency Ratio, adjusted
Noninterest expenses, as reported$72,967$45,616$39,524
Less: nonrecurring intangible impairment(19,721)
Less: nonrecurring restructuring expenses(430)
Less: nonrecurring other expenses(890)
Noninterest expenses, adjusted for nonrecurring expenses51,92645,61639,524
Efficiency ratio, as reported110.85%56.69%52.19%
Efficiency ratio, as adjusted78.88%56.69%52.19%
Tangible common stockholders' equity
Total stockholders' equity (GAAP)$207,991$221,517$198,282
Less: intangible assets(14,657)(9,149)
Tangible stockholders' equity (non-GAAP)207,991206,860189,133
Less: preferred stock(27,263)(27,263)(27,263)
Tangible common stockholders' equity (non-GAAP)180,728179,597161,870
Common shares outstanding7,603,7657,527,4157,442,743
Tangible book value per common share (non-GAAP)$23.77$23.86$21.75
Stockholders equity, adjusted
Total stockholders equity (GAAP)$207,991$221,517$198,282
Less: intangible assets(14,657)(9,149)
Total tangible stockholders equity (non-GAAP)207,991206,860189,133
Total tangible assets
Total assets (GAAP)$2,228,098$2,035,432$1,925,751
Less: intangible assets(14,657)(9,149)
Total tangible assets (non-GAAP)2,228,0982,020,7751,916,602
Average tangible stockholders' equity
Total average stockholders' equity (GAAP)$224,631$209,921$190,839
Less: average intangible assets(16,989)(11,996)(5,471)
Total average tangible stockholders' equity (non-GAAP)207,642197,925185,368
Average tangible assets
Total average assets (GAAP)$2,136,586$1,955,187$1,758,862
Less: average intangible assets(16,989)(11,996)(5,471)
Total average tangible assets (non-GAAP)2,119,5971,943,1911,753,391

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FY 2023 10-K MD&A

SEC filing source: 0001437749-24-008676.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-20. Report date: 2023-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on significant changes in the financial condition and results of operations of the Company during the years ended December 31, 2023 and 2022. The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Company. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements.

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Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Important factors that could cause actual results to differ materially from those in the forward–looking statements included herein include, but are not limited to:

Column 1Column 2Column 3
general economic conditions, either nationally or in our market area, that are worse than expected;
Column 1Column 2Column 3
competition among depository and other financial institutions, particularly intensified competition for deposits;
Column 1Column 2Column 3
inflation and an interest rate environment that may reduce our margins or reduce the fair value of financial instruments;
Column 1Column 2Column 3
adverse changes in the securities markets;
Column 1Column 2Column 3
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;
Column 1Column 2Column 3
our ability to enter new markets successfully and capitalize on growth opportunities;
Column 1Column 2Column 3
our ability to successfully integrate acquired entities;
Column 1Column 2Column 3
changes in consumer spending, borrowing and savings habits;
Column 1Column 2Column 3
changes in accounting policies and practices;
Column 1Column 2Column 3
changes in our organization, compensation and benefit plans;
Column 1Column 2Column 3
our ability to attract and retain key employees;
Column 1Column 2Column 3
changes in our financial condition or results of operations that reduce capital;
Column 1Column 2Column 3
changes in the financial condition or future prospects of issuers of securities that we own;
Column 1Column 2Column 3
the concentration of our business in the Northern Virginia as well as the greater Washington, DC metropolitan area and the effect of changes in the economic, political and environmental conditions on this market;
Column 1Column 2Column 3
adequacy of our allowance for credit losses;
Column 1Column 2Column 3
deterioration of our asset quality;
Column 1Column 2Column 3
cyber threats, attacks or events
Column 1Column 2Column 3
reliance on third parties for key services
Column 1Column 2Column 3
future performance of our loan portfolio with respect to recently originated loans;
Column 1Column 2Column 3
additional risks related to new lines of business, products, product enhancements or services;
Column 1Column 2Column 3
results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for credit losses or to write-down assets or take other supervisory action;
Column 1Column 2Column 3
the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;
Column 1Column 2Column 3
liquidity, interest rate and operational risks associated with our business;
Column 1Column 2Column 3
implications of our status as a smaller reporting company and as an emerging growth company; and
Column 1Column 2Column 3
a work stoppage, forced quarantine, or other interruption or the unavailability of key employees.

35

Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-K to reflect future events or developments. The discussion of the critical accounting policies and analysis set forth below is intended to supplement and highlight information contained in the accompanying Consolidated Financial Statements and the selected financial data presented elsewhere in this Form 10-K.

Critical Accounting Policies

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. Critical accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the current period or in future periods.

The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices within the banking industry. The Company’s critical accounting policies relate to (1) the allowance for credit losses, (2) fair value of financial instruments, and (3) derivative financial instruments. These critical accounting policies require the use of estimates, assumptions and judgments which are based on information available as of the date of the financial statements. Accordingly, as this information changes, future financial statements could reflect the use of different estimates, assumptions and judgments. Certain determinations inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.

Allowance for Credit Losses: On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. See Note 1. Organization, Basis of Presentation, Summary of Significant Accounting Policies, and Impact of Recently Issued Accounting Pronouncements for a more detailed description of methodology and impact of adoption.

Fair Value of Financial Instruments: A portion of the Company’s assets and liabilities is carried at fair value, with changes in fair value recorded either in earnings or accumulated other comprehensive income (loss). These include investment securities available for sale and interest rate loan swaps on qualifying commercial loans. Periodically, the estimation of fair value also affects investment securities held to maturity when it is determined that the Company should record an allowance for credit losses on a security. Fair value determination is also relevant for certain other assets such as other real estate owned, which is recorded at the lower of the recorded balance or fair value, less estimated costs to sell. The determination of fair value also impacts certain other assets that are periodically evaluated for impairment using fair value estimates, including individually evaluated loans.

Fair value is generally based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use observable market-based parameters as inputs. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as other unobservable parameters. Any such valuation adjustments are applied consistently over time. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

36

See Note 20, Fair Value Presentation, in Notes to Consolidated Financial Statements for a detailed discussion of determining fair value, including pricing validation processes.

Derivative Financial Instruments: The Bank recognizes derivative financial instruments at fair value as either other assets or other liabilities in the consolidated statement of financial condition. The Bank’s derivative financial instruments include interest rate swaps with certain qualifying commercial loan customers and dealer counterparties. Because the interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, adjustments to reflect unrealized gains and losses resulting from changes in fair value of these instruments are reported as non-interest income or non-interest expense, as applicable. The Bank’s interest rate swaps with loan customers and dealer counterparties are described more fully in Note 19 in the December 31, 2023, Consolidated Financial Statements.

Selected Financial Data

The following table sets forth summarized historical consolidated financial information for each of the periods indicated. This information should be read together with the accompanying consolidated financial statements included in this Form 10-K. The historical information indicated as of and for the years ended December 31, 2023,and 2022 has been derived from the Company's audited consolidated financial statements for the years ended December 31, 2023, and 2022. Historical results set forth below and elsewhere in this Form 10-K are not necessarily indicative of future performance

At December 31,
20232022
(In thousands)
Selected Financial Condition Data:
Total assets$2,035,432$1,925,751
Total cash and cash equivalents114,513130,600
Total investment securities77,20380,273
Loans receivable, net1,705,1371,579,950
Bank-owned life insurance38,31837,249
Premises and equipment, net13,94414,709
Computer software, net of amortization14,6579,149
Total deposits1,686,1271,512,889
FHLB advances100,000
Federal funds purchased15,000
Subordinated debt72,64272,245
Allowance for credit losses on off-balance sheet credit exposure1,009
Total stockholders’ equity221,517198,282

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For the year ended December 31,
20232022
(In thousands)
Selected Operating Data:
Interest income$124,123$83,845
Interest expense48,17613,836
Net interest income75,94770,009
Provision for credit losses1,6422,398
Net interest income after provision for credit losses74,30567,611
Total non-interest income3,6384,834
Total non-interest expenses45,11939,057
Income before income taxes32,82433,388
Income tax expense6,2396,714
Net income26,58526,674
Less: Preferred stock dividends2,1562,156
Net income available to common shareholders$24,429$24,518
Basic and diluted earnings per common share$3.25$3.26
At or For the Years Ended December 31,
20232022
Performance Ratios:
Return on average assets1.38%1.53%
Return on average equity12.66%13.98%
Interest rate spread2.95%3.66%
Net interest margin (1)4.08%4.19%
Efficiency ratio (2)56.69%52.19%
Non-interest expense to average assets2.34%2.24%
Average interest-earning assets to average interest-bearing liabilities143.43%164.68%
Per share Data and Shares Outstanding
Earnings per common share (basic and diluted)$3.25$3.26
Book value per common share$25.81$22.98
Dividends per common share$0.40$0.25
Tangible book value per common share$23.86$21.75
Market value per common share$24.81$27.49
Weighted average common shares (basic and diluted)7,522,9137,529,382
Common shares outstanding at end of period7,527,4157,442,743
Capital Ratios (Bank)
Common equity tier 1(CET1) capital to risk-weighted assets16.22%15.47%
Total risk-based capital to risk-weighted assets17.18%16.27%
Tier 1 capital to risk-weighted assets16.22%15.47%
Tier 1 capital to average assets14.66%15.05%
Asset Quality Ratios
Allowance for credit losses on loans as a percentage of total loans0.96%0.88%
Allowance for credit losses on loans as a percentage of non-performing loans16.44N/A
Net charge-offs to average outstanding loans during the period0.03%0.00%
Non-performing loans as a percentage of total loans0.06%0.00%
Non-performing assets as a percentage of total assets0.05%0.00%
Other Data:
Common equity / total assets9.54%8.88%
Tangible equity / tangible assets10.24%9.87%
Average tangible equity to average tangible assets10.31%10.66%
Number of offices66
Number of full-time equivalent employees186168
(1)Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.
(2)Efficiency ratio is calculated as non-interest expense as a percentage of net interest income and non-interest income.

38

Analysis of Results of Operations for the Years Ended December 31, 2023 and 2022

Net Income

The following table sets forth the principal components of net income for the periods indicated.

For the Year Ended December 31,
20232022% Change
(In thousands)
Interest income$124,123$83,84548.04%
Interest expense48,17613,836248.19%
Net interest income75,94770,0098.48%
Provision for credit losses1,6422,398-31.53%
Net interest income after provision74,30567,6119.90%
Non-interest income3,6384,834-24.74%
Non-interest expense45,11939,05715.52%
Net income before income taxes32,82433,388-1.69%
Income tax expense6,2396,714-7.07%
Net income26,58526,674-0.33%
Less: Preferred stock dividends2,1562,1560.00%
Net income available to common shareholders$24,429$24,518-0.36%

Net income for the year ended December 31, 2023, was $26.6 million, a decrease of $0.1 million, or 0.3% compared to $26.7 million earned during the year ended December 31, 2022. The decrease in net income was due to increases in interest expense of $34.3 million and an increase of non-interest expenses of $6.1 million compared to the same period in the prior year. Despite increases in interest expense, net interest income increased $5.9 million, primarily driven by increased volume of loans and increase in interest rates.

Net Interest Income and Net Interest Margin

Net interest income is the principal component of the Company’s income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest margin, stated as a percentage, is the yield obtained by dividing the difference between interest income generated on earning assets and the interest expense paid on all funding sources by average earning assets. Fluctuations in interest rates as well as changes in the volume and mix of earning assets and interest-bearing liabilities can impact net interest income and net interest margin.

Net interest income before provision for or recovery of credit losses totaled $75.9 million for the year ended December 31, 2023, compared to $70.0 million for the year ended December 31, 2022. The increase in net interest income was driven by an increase in loan production and increase in interest rates on variable rate credits and loans that repriced during the year ended December 31, 2023.

The net interest margin was 4.08% for the year ended December 31, 2023, compared to 4.19% for the year ended December 31, 2022, on a fully tax equivalent basis. The decrease in net interest margin primarily resulted from an increase of interest expense on our interest bearing liabilities that outpaced the increase in interest income. The primary drivers of increased interest expense came from money market and time deposits. The increase in the federal funds target rate impacted our maturing wholesale deposits that had to reprice in a higher interest rate environment, which increased margin pressure on our loan portfolio and other interest earning assets. Management made efforts to replace these deposits with callable wholesale deposits, allowing more optionality for future rate movements.

The yield for the year ended December 31, 2023 for the loan portfolio was 7.00% compared to 5.47% for the year ended December 31, 2022. The increase primarily reflects the maturity of lower yielding loans and higher yields on new and variable rate loans based on higher interest rates during the year. The Federal Reserve increased its targeted benchmark interest rate to a range of 525 - 550 basis points in 2023, which impacted yields obtained on new loans throughout the year.

For the year ended December 31, 2023, the yield on the taxable investment securities portfolio was 2.67% compared to 2.20% for the year ended December 31, 2022. For the year ended December 31, 2023, the yield on the tax-exempt investment securities portfolio was 3.57% compared to 3.48% for the year ended December 31, 2022. The increase in both categories was primarily due to rates on variable securities increasing with the current rate environment and lower yields on investment securities maturing during the period.

The rate paid on interest bearing deposits increased to 3.61% during the year ended December 31, 2023, from 1.14% during the year ended December 31, 2022. This increase was a result of higher rates paid on all outstanding deposits in conjunction with the increasing rate environment throughout the year.

39

The rate paid on FHLB borrowings and federal funds purchased for the year ended December 31, 2023 was 4.90% and 5.36%, respectively, compared to the prior year of 1.45% for FHLB borrowings and no interest paid on federal funds purchased.

The following table sets forth the major components of net interest income and the related yields and rates for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.

For the Year Ended December 31,
20232022
Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)
(Dollars in thousands)
Interest-earning assets:
Loans (1)$1,659,179$116,1847.00%$1,442,716$78,8725.47%
Investment securities
Taxable68,8151,8362.67%72,8091,6032.20%
Tax-exempt37,8101,3483.57%38,5281,3393.48%
Federal funds and interest-bearing deposits103,8405,0384.85%$122,5962,3121.89%
Total interest-earning assets$1,869,644$124,4066.65%1,676,649$84,1265.02%
Non-interest-earning assets62,16167,380
Total assets$1,931,805$1,744,029
Interest-bearing liabilities:
Interest-bearing demand deposits$83,087$1,8922.28%$85,566$6010.70%
Money market deposits365,81513,9243.81%137,0661,5471.13%
Savings and NOW deposits49,5655461.10%63,4012030.32%
Time deposits702,03427,0033.85%642,9188,2021.28%
Total interest-bearing deposits$1,200,501$43,3653.61%$928,951$10,5531.14%
Federal funds purchased5,5832995.36%21.59%
Federal Home Loan Bank advances24,9591,2244.90%23,9863471.45%
Subordinated debt72,4553,2884.54%65,1762,9364.50%
Total interest-bearing liabilities$1,303,498$48,1763.70%$1,018,115$13,8361.36%
Non-interest-bearing liabilities:
Demand deposits and other liabilities418,386535,075
Total liabilities$1,721,884$1,553,190
Stockholders’ Equity209,921190,839
Total liabilities and Stockholders’ equity$1,931,805$1,744,029
Net interest income$76,230$70,290
Interest rate spread (2)2.95%3.66%
Net interest-earning assets (3)$566,146$658,534
Net interest margin (4)4.08%4.19%
Average interest-earning assets to average interest-bearing liabilities143.43%164.68%
Column 1Column 2
(1)Includes loans classified as non-accrual.
Column 1Column 2
(2)Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.
Column 1Column 2
(3)Net interest earning assets represent total average interest–earning assets less total interest–bearing liabilities.
Column 1Column 2
(4)Net interest margin represents net interest income divided by total average interest-earning assets.
Column 1Column 2
(5)Income and yields for all periods are reported on a tax-equivalent basis using the federal statutory rate of 21%. Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.

40

Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

For the Twelve Months Ended
December 31, 2023 and 2022
Increase (Decrease) Due toTotal Increase
VolumeRate(Decrease)
(In thousands)
Interest-earning assets:
Loans$13,027$24,285$37,312
Investment securities(129)371242
Federal funds and interest-bearing deposits(402)3,1282,726
Total interest-bearing assets$12,496$27,784$40,280
Interest-bearing liabilities:
Interest-bearing demand deposits$(18)$1,309$1,291
Money market deposit accounts5,1137,26412,377
Savings and NOW deposits(53)396343
Time deposits82417,97718,801
Total deposits$5,866$26,946$32,812
Federal funds purchased299299
Federal Home Loan Bank advances15862877
Subordinated debt32626352
Total interest-bearing liabilities6,50627,83434,340
Change in net interest income$5,990$(50)$5,940

Provision for Credit Losses

We establish a provision for credit losses, which is charged to operations, in order to maintain the allowance for credit losses at a level we consider necessary to absorb expected credit losses that are both probable and reasonably estimated at the balance sheet date. In determining the level of the allowance for credit and off-balance sheet losses, we consider past and current loss experience, evaluations of real estate collateral, current and future economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates as more information becomes available or economic conditions change.

This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as circumstances change as more information becomes available. The allowance for credit losses on loans is assessed on a monthly basis and provisions are made for credit losses on loans as required in order to maintain the allowance. The allowance for off-balance sheet credit is assessed quarterly and provisions are made to maintain the allowance.

The provision for credit losses on loans decreased to a loan loss provision of $1.9 million for the year ended December 31, 2023, compared to the prior year which ended at loan loss provision of $2.4 million. The provision for credit losses on off-balance sheet exposure was a net recovery of $301 from the original establishment of $1.3 million upon the adoption of CECL. The decrease in provision for credit losses on loans was primarily driven by loan growth as well as increasing qualitative factors within our model assumptions for increased levels of past dues and potential weaknesses in underlying collateral for certain asset classes. The recovery of credit losses for off-balance sheet exposure was driven by fluctuations in our revolving credit line utilization rates as of December 31, 2023. Loan originations decreased $152.3 million, which totaled $599.9 million for the year ended December 31, 2022 compared to loan originations of $447.6 million for the year ended December 31, 2023. Non-performing loans were $21,000 at December 31, 2022 and $1.0 million at December 31, 2023.

On September 22, 2022, the Company completed the sale of a loan note for a customer that had stopped making payments and declared bankruptcy. The Company incurred a loss of $211,000 on this transaction that was properly accounted for in its Statement of Income as a loss on the sale of a loan. This credit had previously identified weaknesses and deemed to be of substandard quality with an appropriate reserve allocation. We determined that the best course of action was to sell the note at a discount to an interested party. Had the loan sale not occurred, the Company would have recorded a specific allocation to the provision for loan losses and proceeded with an orderly liquidation of collateral.

During the year ended December 31, 2023, substandard loans increased $11.7 million for a balance of $21.2 million. During the year ended December 31, 2023, special mention loans increased $19.0 million to $19.0 million. During the year ended December 31, 2023, watch list loans increased $33.7 million to $58.7 million. Management does not believe any significant loss exposure currently exists in these loans. During the year ended December 31, 2023, there was $468,000 in charge-offs recorded and recoveries of $22,000 were received. During the year ended December 31, 2022, there were no charge-offs recorded and recoveries received of $19,000.

41

Non-Interest Income

Our primary sources of non-interest income are service charges on deposit accounts, such as interchange fees and statement fees, income earned on bank owned life insurance, fees earned from executing interest rate swaps on commercial loans, and gains realized on the sale of the guaranteed portion of Small Business Administration (“SBA”) loans.

The following table presents, for the periods indicated, the major categories of non-interest income:

For the Year Ended December 31,
20232022% Change
(In thousands)
Non-interest income
Deposit account service charges$2,149$2,420-11.20%
Bank owned life insurance income1,0691,0086.05%
Loan swap fee income619-100.00%
Net gain on called held-to-maturity securities4-100.00%
Net gain (loss) on sale of loans(168)-100.00%
Other fee income420951-55.84%
Total non-interest income$3,638$4,834-24.74%

Non-interest income decreased $1.2 million, or 24.7%, to $3.6 million for the year ended December 31, 2023 from $4.8 million for the year ended December 31, 2022. The decrease in non-interest income was primarily due to a decrease in swap fee income and mortgage origination fees decreasing $379,000 for the year ended December 31, 2023. The Company did not recognize any fees on interest rate swaps for commercial loans for the year ended December 31, 2023 down from $619,000 for the year ended December 31, 2022. The Company also recognized $251,000 in planned operating losses in other fee income related to two New Market Tax Credit investments during the year ended December 31, 2023. Bank owned life insurance income increased $61,000 for the year ended December 31, 2023, compared to the year ended December 31, 2022, due to the rising rate environment throughout 2023. The deposit service fees decreased $271,000 for the year ended December 31, 2023, as compared to the same period in 2022, due to a decrease in customer activity.

Non-Interest Expense

Generally, non-interest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest component of non-interest expense is salaries and employee benefits. Non-interest expense also includes operational expenses, such as occupancy and equipment expenses, professional fees, advertising expenses and other general and administrative expenses, including FDIC assessments, communications, travel, meals, training, supplies and postage. The following table presents, for the periods indicated, the major categories of non-interest expense:

For the Year Ended December 31,
20232022% Change
(In thousands)
Non-interest expense
Salaries and employee benefits$28,267$23,80118.76%
Furniture and equipment expenses2,7872,7860.04%
Advertising and marketing2,3432,3041.69%
Occupancy expenses1,6841,47114.48%
Outside services2,0442,075-1.49%
Franchise tax1,8351,43028.32%
FDIC insurance1,13163777.55%
Data processing1,3281,3031.92%
Administrative expenses9228725.73%
Other operating expenses2,7782,37816.82%
Total non-interest expense$45,119$39,05715.52%

42

Non-interest expense increased $6.1 million or 15.5% to $45.1 million for the year ended December 31, 2023 from $39.1 million for the year ended December 31, 2022 primarily as a result of increases in salary and employee benefits of $4.5 million, FDIC insurance of $494,000 and Franchise tax of $405,000. Salaries and employee benefits expense increased by $4.5 million to $28.3 million for the year ended December 31, 2023 from $23.8 million for the year ended December 31, 2022 primarily as a result of increasing our personnel team members by 18 employees. FDIC insurance increased $494,000, or 77.6%, to $1.1 million for the year ended December 31, 2023 from $637,000 for the year ended December 31, 2022. While the Company was not included in the special assessment directly related to four bank failures, the FDIC is increasing the reserve ratio within its insurance fund. Franchise tax expense increased $405,000, or 28.3%, to $1.8 million for the year ended December 31, 2023, due to consistent growth of the Company's capital and earnings profile. Many of the non-interest expense categories remained consistent for the year ended December 31, 2023 compared to the year ended December 31, 2022 as management continues to exercise judicious expense controls.

Income Tax Expense

Income tax expense decreased $475,000, or 7.1%, to $6.2 million for the year ended December 31, 2023 from $6.7 million for the year ended December 31, 2022. The decrease in federal income tax expense for the year ended December 31, 2023 compared to the same period a year earlier was driven by continued investments in projects that provide tax credit incentives and further the mission of our community development entity. The Company is able to apply and claim a research and development tax credit for its associated work in developing a software platform. The Company has invested in projects that generate tax credits through the Low Income Housing Tax Credits ("LIHTC") program as well as NMTC projects. As a result of tax regulation, the Company has included assessments in income tax expense for state tax liabilities during 2023. For the year ended December 31, 2023, the Bank had an effective tax rate of 19.0%, compared to effective federal tax rate of 20.1% for the year ended December 31, 2022.

Avenu, a division of MainStreet Bank

Analysis of Results of Operations for the Year Ended December 31, 2023

Net Income

The following table sets forth the principal components of net income (loss) for the Avenu division of MainStreet Bank for the periods indicated. All amounts set forth are included in the Results of Operations for the Year Ended December 31, 2023 and 2022 for MainStreet Bancshares, Inc. unless indicated otherwise.

For the Year Ended December 31,
20232022% Change
(In thousands)
Income Statement
Service charge income$707$912-22.48%
Other income1619471.28%
Income from deposits (1)2,2611,097106.11%
Total income3,1292,10348.79%
Salaries and employee benefits1,4151,17820.12%
Outside services67654424.26%
Compliance expenses162209-22.49%
Other operating expenses82560536.36%
Total expense3,0782,53621.37%
Net income (loss) before taxes$51(433)-111.78%
Column 1Column 2
(1)Determined by funds transfer pricing of non-interest bearing deposits using the weighted average Effective Fed Funds Rate during fiscal year ended December 31, 2023 and 2022.

For the year ended December 31, 2023, the Avenu division recorded net income of $51,000. As the Company develops the software and ramps up the resources needed to operate a new division, elevated levels of non-interest expenses are anticipated. The Avenu division held $45.0 million in average non-interest bearing deposits which provides tremendous value to the Company, while simultaneously establishing a new division. Avenu is developing a comprehensive hosted BaaS software platform that will provide Fintechs with a subledger integrated within a regulatory compliant framework, easily connectable application programming interfaces ("APIs"), and access to banking payment networks. The Avenu team will deploy the platform in 2024.

Comparison of Statements of Financial Condition at December 31, 2023 and at December 31, 2022

Total Assets

Total assets increased $109.7 million, or 5.7%, to $2.0 billion at December 31, 2023 from $1.9 billion at December 31, 2022. The increase was primarily the result of increases of $127.5 million in gross loans receivable, $5.5 million in computer software, and $2.8 million in accrued interest receivables. These increases were offset by a decrease in available-for-sale securities of $2.7 million and a decrease of $5.0 in other assets, which was primarily impacted by fluctuations in market value of our executed loan swaps.

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Investment Securities

We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements, assist in achieving Community Reinvestment Act (CRA) objectives, and meet regulatory capital and liquidity requirements. Our investment policy is established and reviewed annually by the Board of Directors. We are permitted under federal law to invest in various types of liquid assets, including United States Government obligations, securities of various federal agencies and of state and municipal governments, mortgage-backed securities, time deposits of federally insured institutions, subordinated debt of other financial institutions, equity securities, certain bankers’ acceptances and federal funds.

Our investment objectives are to maintain high asset quality, to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to generate a favorable return. The Board of Directors has the overall responsibility for the investment portfolio, including approval of our investment policy. The Board of Directors is also responsible for implementation of the investment policy and monitoring investment performance. The Board of Directors reviews the status of the investment portfolio on a quarterly basis, or more frequently if warranted.

Generally accepted accounting principles require that, at the time of purchase, we designate a security as held to maturity, available-for-sale, or trading, depending on our ability and intent to hold such security. Debt securities available for sale are reported at fair value, while debt securities held to maturity are reported at amortized cost. We do not maintain a trading portfolio. Establishing a trading portfolio would require specific authorization by the Board of Directors.

The total investment securities portfolio, including both investment securities available for sale and investment securities held to maturity, was $77.2 million at December 31, 2023, a decrease of $3.1 million compared with December 31, 2022. At December 31, 2023, the investment securities portfolio includes $59.9 million of investment securities available for sale and $17.3 million of investment securities held to maturity compared to $62.6 million of investment securities available for sale and $17.6 million of investment securities held to maturity at December 31, 2022.

The Company did not sell any securities within the investment portfolio for the year ended December 31, 2023 or 2022.

For available-for-sale securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security, or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value, and the entire loss is recorded in earnings.

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at December 31, 2023, are summarized in the following table. Maturities are based on the final contractual payment date, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Adjustable-rate mortgage-backed securities are included in the period in which interest rates are next scheduled to adjust. The Company does invest in both taxable and non-taxable municipal securities. No material changes occurred in the non-taxable security portfolio for the year ended December 31, 2023.

More than One YearMore than Five YearsMore than
One Year or Lessthrough Five Yearsthrough Ten YearsTen YearsTotal
WeightedWeightedWeightedWeightedWeighted
AmortizedAverageAmortizedAverageAmortizedAverageAmortizedAverageAmortizedFairAverage
CostYield (1)CostYield (1)CostYield (1)CostYield (1)CostValueYield (1)
(Dollars in thousands)
Securities available for sale:
Collateralized Mortgage Securities$$$7142.49%$22,7321.50%$23,446$19,5151.53%
Subordinated Debt9,9703.89%9,9708,4673.89%
Municipal Securities
Taxable1,0003.42%1,4251.55%8,2242.44%10,6498,3072.41%
Tax-exempt1,8714.41%20,7973.41%22,66820,7423.49%
U.S. Government Agencies746.79%2,8587.21%2,9322,8977.20%
Total$$1,0003.42%$14,0543.67%$54,6112.67%$69,665$59,9282.88%
Securities held to maturity:
Municipal Securities
Tax-exempt$3193.56%$2,8253.75%$5,2184.00%$6,4133.80%$14,775$14,6733.86%
Subordinated Debt5009.08%2,0005.38%2,5002,4906.12%
Total Securities$3193.56%$3,3254.55%$7,2184.38%$6,4133.80%$17,275$17,1634.18%
Column 1Column 2Column 3
(1)Yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%

Weighted average yield is calculated as the tax-equivalent yield on a pro rata basis for each security based on its relative amortized cost.

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Loan Portfolio

Our primary source of income is derived from interest earned on loans. Our loan portfolio consists of loans secured by real estate as well as commercial business loans and consumer loans, substantially all of which are secured by corresponding deposits at the Bank. Our loan customers primarily consist of small- to medium-sized businesses, professionals, real estate investors, small residential builders and individuals. Our owner occupied and investment commercial real estate loans, residential construction loans and commercial business loans provide us with higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, and are complemented by our relatively lower risk residential real estate loans to individuals. Our lending activities are principally directed to our market area consisting of the Washington, D.C. and Northern Virginia metropolitan areas.

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2023. Demand loans, having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

As of December 31, 2023
Single-FamilyMulti-FamilyFarmlandOwner OccupiedNon-owner Occupied
(In thousands)
Amounts due in:
One year or less$23,826$92,540$$11,175$101,916
After one year through two years16,4076522,33916,166
After two years through three years12,9851,41910,03029,756
After three years through five years45,766125,85280,48397,808
After five years through ten years92,14749,27578168,299195,719
After ten years through fifteen years8731,302678,53620,410
After fifteen years11,4131,190
Total$203,417$271,040$145$282,052$461,775
Construction and Land DevelopmentCommercial and IndustrialConsumerTotal Loan Portfolio Maturities
Amounts due in:(In thousands)
One year or less$150,042$14,558$1,320$395,377
After one year through two years36,7287,5491,06080,901
After two years through three years31,0709,72392195,904
After three years through five years67,48019,772309437,470
After five years through ten years111,73220,961638,211
After ten years through fifteen years27,28128058,749
After fifteen years5,3042,57220,479
Total$429,637$75,415$3,610$1,727,091

The following table sets forth our fixed and adjustable-rate loans at December 31, 2023, that are contractually due after December 31, 2023.

Due After December 31, 2023
FixedAdjustable
RatesRatesTotal
(In thousands)
Residential real estate:
Single family$102,189$101,228$203,417
Multifamily184,37186,669271,040
Farmland145145
Commercial real estate:
Owner occupied162,049120,003282,052
Non-owner occupied151,599310,176461,775
Construction and land development92,055337,582429,637
Commercial – non-real estate:
Commercial and industrial50,39325,02275,415
Consumer – non-real estate:
Unsecured271271
Secured3,268713,339
Totals$746,340$980,751$1,727,091

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The following table shows our loan originations, participations, purchases, sales and repayment activities for the periods indicated.

Years Ended December 31,
20232022
(In thousands)
Total loans at beginning of year:$1,599,592$1,358,935
Loans originated:
Real estate loans:
Residential real estate:
Single family63,09648,488
Multifamily43,88478,061
Farmland
Commercial real estate:
Owner occupied70,90071,869
Non-owner occupied56,385126,244
Construction and land development189,132232,322
Commercial – non-real estate:
Commercial and industrial23,87939,977
Consumer – non-real estate:
Unsecured2711,984
Secured81973
Total loans originated:447,628599,918
Loan principal repayments:
Principal repayments320,129359,261
Net loan activity127,499240,657
Total loans at the end of year$1,727,091$1,599,592

Loans, net of unearned income, totaled $1.7 billion at December 31, 2023, an increase of $127.5 million from December 31, 2022. The increase in total loans was primarily driven by growth in the overall loan portfolio, with increases in multifamily residential real estate, as well as in construction and land development credits.

A significant portion of the loan portfolio consists of commercial, construction and commercial real estate loans, primarily made in the Washington, D.C. metropolitan area and secured by real estate or other collateral in that market. Although these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the Washington, D.C. metropolitan real estate market could have an adverse impact on this portfolio of loans and the Company’s income and financial position. While our basic market area is the Washington, D.C. metropolitan area, the Bank has made loans outside that market area where the applicant is an existing customer, and the nature and quality of such loans was consistent with the Company's lending policies.

The federal banking Agencies issued guidance in 2006 which addresses institutions’ with increased concentrations of commercial real estate (CRE) loans.  The guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate levels of capital that will enable institutions to continue to pursue CRE lending in a safe and sound manner.  In developing this guidance, the Agencies recognized that different types of CRE lending present different levels of risk, and that consideration should be given to the lower risk profiles and historically superior performance of certain types of CRE, such as well-structured multifamily housing finance, when compared to others, such as speculative office space construction. As discussed under “CRE Concentration Assessments,” institutions are encouraged to segment their CRE portfolios to acknowledge these distinctions for risk management purposes. The guidance focuses on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower for which real estate collateral is taken as a secondary source of repayment or through an abundance of caution. Thus, for the purposes of the guidance, CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market (for example, market demand, changes in capitalization rates, vacancy rates, or rents). CRE loans are land development and construction loans (including 1- to 4-family residential and commercial construction loans) and other land loans. CRE loans also include loans secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Excluded from the scope of this Guidance are loans secured by nonfarm nonresidential properties where the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

As part of their ongoing supervisory monitoring processes, the Agencies use certain criteria to identify institutions that are potentially exposed to significant CRE concentration risk. An institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds the following supervisory criteria may be identified for further supervisory analysis of the level and nature of its CRE concentration risk:

Column 1Column 2Column 3
1.Total reported loans for construction, land development, and other land represent 100 percent or more of the institution’s total risk-based capital; or
Column 1Column 2Column 3
2.Total commercial real estate loans as defined in this guidance represent 300 percent or more of the institution’s total risk-based capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.

The Agencies use the criteria as a preliminary step to identify institutions that may have CRE concentration risk. Because regulatory reports capture a broad range of CRE loans with varying risk characteristics, the supervisory monitoring criteria do not constitute limits on an institution’s lending activity but rather serve as high-level indicators to identify institutions potentially exposed to CRE concentration risk.

The Company holds a concentration in commercial real estate loans. As of December 31, 2023, construction, land development and other land loans represented 137.7% of consolidated risk-based capital. Total commercial real estate loans as defined by the Agency guidance represented 372.5% of consolidated risk-based capital. During the prior 36 months, the Company has experienced an increase in its commercial real estate portfolio by 55%.

The management team has extensive experience in underwriting commercial real estate loans and has implemented and continues to maintain heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio. The Board of Directors has established internal maximum limits on CRE as an asset class overall as well as sub limits within CRE by property class, to better manage and control the exposure to property classes during periods of changing economic conditions. The Board of Directors also has minimum targets for regulatory capital ratios that are in excess of well capitalized ratios.

Our risk management process begins with a robust underwriting program. The underwriting and risk rating of all loans is completed by an underwriting team that is independent of the originating lender(s). The underwriting analysis of commercial real estate loans includes pre-origination stress testing utilizing the portfolio stress testing methods to fully understand the potential exposure before we originate the credit. Once originated, each loan receives ongoing quarterly stress tests to evaluate the risk profile over the life of the credit.

We stress test earning assets on a quarterly basis and measure the results against the Bank's risk-based capital. For commercial loans, residential real estate loans, owner-occupied commercial real estate loans and consumer installment loans, we multiply the total outstanding amount for each loan category by our highest quarter historical loss for that category as a surrogate in order to calculate a stressed loss.

46

For our non-owner occupied commercial real estate loans, we use three separate methodologies in our stress test. If a property fails more than one of the three tests, we extend the test with the highest exposure value and add an additional 10% for selling costs.

Column 1Column 2Column 3
An immediate and sustained 3.0% increase in interest rates,
Column 1Column 2Column 3
An immediate and sustained 5.0% increase in vacancy rates, and
Column 1Column 2Column 3
An immediate and sustained 2.0% change in the capitalization rate, or “cap rate.”

We stress test the construction lending portfolio by applying exponential discounting (using a "k factor" of 2) to each project based upon its percentage of completion. The project is stressed using the as-is and as-complete appraised values and assumes 10% selling costs.

For all other loans, we utilize the Bank's historic loss rates or if not available, the average loss rates of UBPR Group 4 banks, for bank owned life insurance we utilize default rates from S&P Global ratings, and for securities we obtain an independent fair market value and if it is less than the book value, we subtract the fair market value from the book value to determine the stress loss. For The following table shows the Company's earning assets and the results of the stress test performed for the periods indicated.

December 31, 2023
Outstanding BalanceStress Test Results (1)Stressed Loss Percent
(Dollars in thousands)
Earning Asset Component
Construction$429,637$(4,606)(1.07)%
Non-Owner Occupied CRE732,815(7,635)(1.04)%
All Other Loans564,639(11,994)(2.12)%
HTM Loans17,275(88)(0.51)%
AFS Securities69,665(7,478)(10.73)%
Swap Portfolio
Bank Owned Life Insurance38,318(39)(0.10)%
Total$1,852,349$(31,840)(1.72)%

(1) Net tax effective loss at the statutory rate of 21%

December 31, 2022
Outstanding BalanceStress Test Results (1)Stressed Loss Percent
(Dollars in thousands)
Earning Asset Component (2)
Construction$393,783$(3,773)(0.96)%
Non-Owner Occupied CRE687,978(7,939)(1.15)%
All Other Loans517,831(11,216)(2.17)%
Total$1,599,592$(22,928)(1.43)%
(1) Net tax effective loss at the statutory rate of 21%
(2) The Company began stressing all earning assets beginning March 31, 2023.

The total estimated stress test loss is deducted from capital and we recalculate the capital ratios. As shown in the tables below, as of December 31,
2023, and
2022 the post-stress capital ratios well exceed our Board target ratios as well as Agency minimums (with buffer).

December 31, 2023 Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)
Well Capitalized with BufferBank Minimum TargetAs of December 31, 2023Post Stress, Low EstimatePost Stress, High Estimate
Community Bank Leverage Ratio8.00%8.50%14.66%13.74%13.59%
Leverage Ratio5.00%8.00%14.66%13.74%13.59%
Total Risk-Based Capital10.00%11.50%17.18%16.17%16.00%
Tier 1 Risk-Based Capital8.00%9.50%16.22%15.20%15.04%
Common Equity Tier 1 Risk-Based Capital6.50%8.00%16.22%14.79%14.62%
December 31, 2022 Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)
Well Capitalized with BufferBank Minimum TargetAs of December 31, 2022Post Stress, Low EstimatePost Stress, High Estimate
Community Bank Leverage Ratio8.00%8.50%15.05%13.63%13.44%
Leverage Ratio7.50%8.00%15.05%13.63%13.44%
Total Risk-Based Capital10.50%11.50%16.27%14.82%14.63%
Tier 1 Risk-Based Capital8.50%9.50%15.47%14.01%13.82%
Common Equity Tier 1 Risk-Based Capital7.00%8.00%15.47%14.01%13.82%

The Company employs an external loan review firm to conduct ongoing reviews of the loan portfolio. During the year ended December 31, 2023, the independent external loan review firm reviewed approximately 55% of the entire portfolio by outstanding dollar balance. The external review did not identify any material underwriting or ongoing portfolio management concerns.

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The following two tables break down the December 31, 2023 and December 31, 2022 non-owner occupied CRE portfolio balances by showing the current balance in each sub-category and location. The tables also display very favorable weighted average interest rates and weighted average loan-to-values for both periods. The weighted average occupancy percentages are also broadly favorable for both periods.

December 31, 2023
(Dollars in thousands)
Non-Owner Occupied CRE (2)LocationWeighted Average RateWeighted Average Loan-to-Value (1)Weighted Average Occupancy %
DCMDVAOtherTotal
Multifamily$246,153$7,357$17,530$$271,0406.27%64%81%
Office:
Mixed use9,4452,7294,39516,5696.65%36%87%
Medical22,42815,29749938,2245.61%43%69%
Office1,8926,3868,2786.64%43%87%
Office to Residential Conversion21,55021,5509.50%48%85%
Hospitality60,53073,677134,2076.77%60%54%
Retail/Commercial60,13342,08494,40011,977208,5946.06%44%80%
Industrial75314,0077,8096,01528,5847.29%63%96%
Other5,7695,7696.00%60%0%
Total Non-Owner Occupied CRE316,484151,027241,04424,260732,8156.46%57%71%
Construction and Land Development
Multifamily103,60811,06014,563129,2318.44%62%N/A
1-4 family95,76454,947150,7118.99%63%N/A
Office1,3281,3284.85%79%N/A
Retail/Commercial17,79817,7989.13%72%N/A
Raw land3,69015,4578,00027,1478.00%36%N/A
Hospitality7,0707,0709.50%63%N/A
Industrial25,1101,4777,45834,0457.27%51%N/A
Mixed use9,51115,73025,2419.17%68%N/A
Other1,75723,08112,22837,0669.00%54%N/A
Total Construction and Land Development254,87633,841110,89930,021429,6378.66%60%N/A
Total Construction, Land Development, and Non-Owner Occupied CRE$571,360$184,868$351,943$54,281$1,162,4527.39%60%N/A
(1)Loan-to-value is based on maximum potential outstanding at time of origination
(2)Non-owner occupied includes multifamily call code 1D
December 31, 2022
(Dollars in thousands)
Non-Owner Occupied CRE (2)LocationWeighted Average RateWeighted Average Loan-to-Value (1)Weighted Average Occupancy %
DCMDVAOtherTotal
Multifamily$186,774$7,459$21,391$215,6245.36%74%86%
Office:
Mixed use2,4733,2397,49713,2095.74%66%77%
Medical22,67015,84078239,2925.42%54%92%
Office4,5851,8928,29214,7696.75%52%73%
Office to Residential Conversion21,55021,5508.50%52%85%
Hospitality61,49282,939144,4315.56%61%57%
Retail/Commercial40,17040,498108,42712,200201,2955.33%58%73%
Industrial11,0837,2027,1546,18831,6275.69%64%88%
Other6,1816,1816.00%60%100%
Total Non-Owner Occupied CRE245,085144,452273,09025,351687,9785.58%59%77%
Construction and Land Development
Multifamily174,2089773,443178,6287.81%69%N/A
1-4 family50,4894,26948,744103,5028.38%66%N/A
Office:
Mixed use6,2906,2907.85%62%N/A
Medical6,9266,9267.25%54%N/A
Office2,2142,2148.00%27%N/A
Data center20,38320,3837.25%54%N/A
Retail/Commercial16,4251,23217,6578.22%68%N/A
Raw land3,69012,6908,00024,3806.97%33%N/A
Hospitality1,4511,4518.50%63%N/A
Industrial8648644.75%75%N/A
Other7,8231,52822,13731,4887.90%61%N/A
Total Construction and Land Development277,83219,09685,41211,443393,7837.92%65%N/A
Total Construction, Land Development, and Non-Owner Occupied CRE$522,917$163,548$358,502$36,794$1,081,7616.57%64%N/A
(1)Loan-to-value is based on maximum potential outstanding at time of origination
(2)Non-owner occupied includes multifamily call code 1D

The Company also underwrites and originates owner-occupied commercial real estate loans. These loans are typically term loans made to support properties that rely upon the operations of the business occupying the property for repayment. The Agencies specifically excluded owner-occupied commercial real estate from their concentration guidance, as the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

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The following two tables depict a well-diversified portfolio of owner-occupied commercial real estate as of December 31, 2023 and December 31, 2022.  The properties are distributed nicely among the Company's footprint. This loan segment continues to perform very well and is supported by strong loan-to-values (LTVs). The following table sets forth our owner-occupied CRE portfolio by the business industry groups that occupy the properties for the periods indicated.

December 31, 2023
(Dollars in thousands)
Owner Occupied CRELocationWeighted Average RateWeighted Average Loan-to-Value (1)
DCMDVAOtherTotal
Accommodation and food services$17,925$2,995$12,186$5,605$38,7115.68%69%
Administrative and support4,5004,5579,0575.49%56%
Arts and recreation37,12737,1276.14%62%
Construction services5,1734,03516,27825,4865.23%73%
Education services29,1695,58134,7505.86%61%
Health care4,81099316,83613922,7785.43%76%
Manufacturing6,2186,2185.33%91%
Religious and other6,1418,04732,30594647,4395.78%66%
Professional, scientific, tech services2,90810,47413,3825.06%75%
Real estate and rental leasing2,2811,1683,4496.55%62%
Retail trade8946,69225,2492,67035,5055.83%69%
Wholesale trade1848377,1298,1505.98%73%
Total Owner Occupied CRE$67,020$29,727$168,816$16,489$282,0525.73%68%
December 31, 2022
(Dollars in thousands)
Owner Occupied CRELocationWeighted Average RateWeighted Average Loan-to-Value (1)
DCMDVAOtherTotal
Accommodation and food services$17,715$3,059$11,155$4,310$36,2395.34%71%
Administrative and support1,0181,3932,4115.55%55%
Arts and recreation2,00137,91639,9175.96%65%
Construction services8,49421,68030,1745.23%61%
Education services5,7365,7365.34%67%
Health care8541,02413,27114315,2925.03%72%
Manufacturing6,5256,5255.32%91%
Religious and other3,6273,03231,88238,5414.87%6%
Professional, scientific, tech services2,97211,33214,3044.96%75%
Real estate and rental leasing2,6611,1913,8525.73%62%
Retail trade9214,91525,7232,73334,2925.49%69%
Wholesale trade2198721,0915.50%70%
Total Owner Occupied CRE$34,583$17,929$168,676$7,186$228,3745.40%68%

The risk profile of real estate properties within our market can vary depending upon location. Therefore, we have disaggregated our stress testing of construction projects further by segmenting the loans into two groupings, those inside a 15-mile radius of Washington, D.C. and those outside that radius. For example, during the 2009 recession, the peak-to-trough drop in property values inside the beltway was less than 10% (CoreLogic, 2019).  The Board determined that loans made inside a 15-mile radius of Washington, D.C. carry less geographic risk than those made outside of that radius.

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The graphic below is a geopoint map that depicts all construction loans, non-owner occupied CRE loans, and owner-occupied CRE loans, with a majority of all loan types concentrated within a 15-mile radius of Washington, D.C.

Asset Quality

The Company’s asset quality remained strong during the year ended December 31, 2023. Nonperforming assets, which includes nonaccrual loans, accruing loans 90 days past due, and other real estate owned totaled $1,004,000 at December 31, 2023, and $21,000 at December 31, 2022.

A loan’s past due status is based on the contractual due date of the most delinquent payment due. All loans which are 30 or more days past due at the end of the month are reported to the Board of Directors. Commercial loans are generally placed on nonaccrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Consumer loans are generally placed on nonaccrual status when the collection of principal or interest is 120 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. For those loans that are carried on nonaccrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed.

The Company may identify loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions and negative trends may result in a payment default in the near future.

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As a percentage of total assets, nonperforming assets were 0.05% at December 31, 2023, compared with 0.00% at December 31, 2022. As of December 31, 2023, the Company had $1.0 million in loans on nonaccrual status.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Credit Losses, in Notes to Consolidated Financial Statements for further information on the Company’s credit grade categories, which are derived from standard regulatory rating definitions.

The following table summarizes asset quality information at December 31, 2023, and December 31, 2022.

December 31,December 31,
20232022
(Dollars in thousands)
Non-accrual loans:
Residential real estate
Single family$851$
Commercial and industrial149
Total non-accrual loans1,000
Loans accruing past 90 days:
Commercial and industrial15
Consumer non real estate - secured46
Total non-performing loans1,00421
Total non-performing assets$1,004$21
Ratios:
Total non-performing loans to gross loans receivable0.06%0.00%
Total non-performing loans to total assets0.05%0.00%
Total non-accrual loans to gross loans receivable0.05%0.00%

Interest income that would have been recorded for the years ended December 31, 2023 and 2022 had non-accruing loans been current according to their original terms was $133,092 and $0, respectively.

Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

The Company further describes loans that were modified during the year ended December 31, 2023 in Note 5 of Notes to Consolidated Financial Statements.

Analysis and Determination of the Allowance for Credit Loss on Loans. The allowance for credit losses on loans is maintained at a level which, in management’s judgment, is adequate to absorb probable and estimable future credit losses in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific individually evaluated loans, and current and future economic conditions. Allowances for individually evaluated loans are generally determined based on collateral values. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on individually evaluated loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for credit losses on loans which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to individually evaluated loans are charged or credited to the provision for credit losses on loans. Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan losses on loan pools, the fair value of the underlying collateral, current and future economic conditions and other qualitative and quantitative factors which could affect potential credit losses. An integral part of their examination process, the Federal Reserve Board will periodically review our allowance for credit losses, and as a result of such reviews, we may have to adjust our allowance for credit losses.

On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by the lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that is not more likely than not they will be required to sell.

The Company adopted ASC 326 and all the subsequent amendments there to effective January 1, 2023 using the modified retrospective method for all financial assets measured at amortized cost, and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior periods amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $1.7 million, net of taxes, as of January 1, 2023 for the cumulative effect of adopting ASC 326. The transition adjustment includes an increase in allowance for credit losses of $2.2 million and an increase in net deferred tax assets of $506,000.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Credit Losses, in Notes to Consolidated Financial Statements for further information on the Company’s adoption of ASC 326.

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The following table sets forth activity in our allowance for credit losses on loans for the periods indicated.

For the Year Ended December 31,For the Year Ended December 31,
20232022
(Dollars in thousands)
Balance at beginning of year$14,114$11,697
Current expected credit losses, nonrecurring adoption895
Charge-offs:
Commercial and industrial(462)
Consumer(6)
Total charge-offs(468)
Recoveries:
Residential real estate7
Consumer1519
Total recoveries2219
Net (charge-offs) recoveries(446)19
Provision for credit losses - loans1,9432,398
Balance at end of period$16,506$14,114
Ratios:
Net charge offs to average loans outstanding0.03%0.00%
Allowance for credit losses on loans to non-performing loans at end of period16.44N/A
Allowance for credit losses on loans to gross loans at end of period0.96%0.88%

The following table summarizes our net charge-off activity by loan segment for the periods indicated.

At December 31,
20232022
(Dollars in thousands)Charge-offsRecoveriesNet charge-offsNet charge-offs to average loansCharge-offsRecoveriesNet charge-offsNet charge-offs to average loans
Real Estate:
Residential$$7$70.0%$$$0.0%
Commercial(462)(462)(0.5)%0.0%
Consumer(6)1590.1%(19)(19)(0.1)%
Total$(468)$22$(446)(0.0)%$(19)$$(19)(0.0)%

At December 31, 2023, our allowance for credit losses on loans represented 0.96% of total loans and we had only $1.0 million in non-performing loans. The allowance for credit losses on loans increased to $16.5 million at December 31, 2023 from $14.1 million at December 31, 2022 as a direct result of adopting the CECL accounting standard and normal credit provisions in conjunction with loan growth throughout the year. There were $446,000 in net loan charge-offs and $19,000 in net loan recoveries during the years ended December 31, 2023 and December 31, 2022, respectively.

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Allocation of Allowance for Credit Losses on Loans. The following table sets forth the allowance for credit losses on loans allocated by loan category and the percent of the allowance in each category to the total allocated allowance on credit losses for loans at the dates indicated. The allowance for credit losses on loans allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

At December 31,
20232022
(Dollars in thousands)Allowance for Credit Losses - LoansPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total LoansAllowance for Loan LossesPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total Loans
Residential Real Estate:
Single family$1,5109.1%11.8%$1,2408.8%11.2%
Multifamily1,0846.6%15.7%9066.4%13.5%
Commercial Real Estate:
Owner occupied3,39320.6%16.3%2,10214.9%14.3%
Non-owner occupied5,49533.3%26.7%5,05735.8%29.5%
Construction and Land Development3,57521.7%24.9%3,34723.7%24.6%
Commercial – Non Real Estate:
Commercial and industrial1,4358.7%4.4%1,41810.0%6.1%
Consumer – Non Real Estate:
Secured140.1%0.2%440.4%0.8%
Total$16,506100.0%100.0%$14,114100.0%100.0%

Funding Activities

Deposits are the primary source of funds for lending and investing activities and their cost is the largest category of interest expense. The Company also utilizes wholesale deposits as a funding source in addition to customer deposits. Scheduled payments, as well as prepayments, and maturities from portfolios of loans and investment securities also provide a stable source of funds. FHLB advances, other secured borrowings, federal funds purchased, and other short-term borrowed funds, as well as longer-term debt issued through the capital markets, all provide supplemental liquidity sources. The Company’s funding activities are monitored and governed through the Company’s asset/liability management process

Deposits

Total deposits increased by $173.2 million from December 31, 2022 to December 31, 2023. Wholesale deposits, which are included in the table below, totaled $433.0 million and $355.6 million at December 31, 2023, and December 31, 2022, respectively. The following table presents the Company’s average deposits segregated by major category for the year ended December 31, 2023:

At December 31,
20232022
Average BalancePercentWeighted Average RateAverage BalancePercentWeighted Average Rate
(Dollars in thousands)
Deposit type:
Interest-bearing demand$83,0875.12%2.28%$85,5665.85%0.70%
Money market365,81522.56%3.81%$137,0669.37%1.13%
Savings and NOW49,5653.06%1.10%$63,4014.33%0.32%
Time deposits702,03443.29%3.85%$642,91843.94%1.28%
Interest-bearing deposits1,200,50174.03%3.61%928,95163.48%1.14%
Non-interest bearing demand421,17725.97%534,33836.52%
Total deposits$1,621,678100.00%2.67%$1,463,289100.00%0.72%

The  pronounced shift from non-interest bearing demand deposits into money market demand and time deposits was driven by market conditions emanating from the large-bank failures in the first half of 2023.  In order for us to maintain the customer relationships, we needed to shift the deposits into accounts where we could provide excess FDIC insurance coverage.  We also gained in money market demand and time deposits as customers brought additional funds into the Company.

The Company uses wholesale deposits as a funding source in addition to customer deposits. Wholesale deposits provide a diversified and stable source of funding during times of market volatility. As of December 31, 2023, the Company had $433.0 million of total wholesale deposit funding sources, an increase of $77.5 million compared to December 31, 2022, which totaled $355.6 million.

Given the interest rate environment and strategic initiatives, the Company replaced maturing lower yielding wholesale CDs with higher market rate CDs. The replacement CDs include call options at our discretion if economic conditions changed. The Company also utilized additional wholesale demand deposits to provide liquidity and more effectively balance our interest rate sensitivity. During the year ended December 31, 2023, total wholesale deposit funding accounted for approximately 33% of our interest expense.

The following table presents the Company's total wholesale deposit composition, concentrations, current rate and remaining duration, if applicable as of December 31, 2023.

As of December 31,
20232022
(Dollars in thousands)
Wholesale Money Market Deposits Accounts (MMDA)Percent %Weighted Average RateWeighted Remaining Maturity (in months)Percent %Weighted Average RateWeighted Remaining Maturity (in months)
Wholesale MMDAs$120,53627.8%5.75%N/A$31,0368.7%4.36%N/A
Wholesale Time Deposits
CDARS one-way2400.1%2.77%12
Listing Service CDs (1)34,4818.0%4.86%537,98510.7%1.54%9
Wholesale CDs:
Term148,90634.4%4.32%7286,29379.4%1.69%7
Term with Call Option (2)129,08329.8%5.22%30
Total Wholesale CDs277,989286,293
Total wholesale deposits$433,006100.0%$355,554100.0%
(1)Listing service CDs are excluded from being classified as wholesale deposits, per FDIC call report instructions
(2)Average weighted call date is April 2024

Regulatory Defined Wholesale Deposits

Each quarter the Bank files a bank call report with the FDIC, which has a specific way it defines wholesale brokered deposits. As of December 31, 2023, the Company had $398.5 million of wholesale deposits outstanding, as defined by FDIC, an increase of $81 million from December 31, 2022. In addition, pursuant to rule 12 CFR 337.6(e), well-capitalized and well-rated institutions are not required to treat reciprocal deposits as wholesale deposits up to the lesser of 20 percent of their total liabilities or $5 billion. Reciprocal core deposits exceeding this threshold must be reported additionally as wholesale deposits for call report purposes only. As of December 31, 2023, the Company additionally reported $176.3 million in reciprocal deposits considered wholesale for call report purposes only, bringing regulatory defined wholesale deposits to $574.8 million as of December 31, 2023. As of December 31, 2023, all of the Company's reciprocal deposits were core deposits from customers who placed their deposits in the reciprocal network for additional FDIC insurance coverage.

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At December 31, 2023, the Company had $387.8 million in total deposits in excess of the FDIC insurance limit of $250,000.

Certificates of deposit in amounts in excess of the FDIC insurance limit of $250,000 totaled approximately $99.9 million. The following table sets forth the maturity of these certificates as of December 31, 2023.

December 31, 2023
(In thousands)
Maturity period:
Three months or less$22,824
Over three through six months9,461
Over six through twelve months38,848
Over twelve months through three years28,762
Over three years
Total$99,895

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The following table sets forth all of our time deposits classified by interest rate as of the dates indicated.

At December 31,
20232022
(In thousands)
Interest Rate Range:
0.01 – 0.99%$6,354$260,427
1.00 – 1.99%71,54494,188
2.00 – 2.99%74,245129,629
3.00 – 3.99%40,392119,059
4.00 – 4.99%123,1784,838
5.00 and greater380,623
Total$696,336$608,141

The following table sets forth by interest rate ranges information concerning the maturities of our certificates of deposit as of December 31, 2023.

Period to Maturity
Less Than or Equal to One YearMore Than One to Two YearsMore Than Two to Three YearsMore Than Three YearsTotalPercent of Total Certificate Accounts
(Dollars in thousands)
Interest Rate Range:
0.01 – 0.99%$5,766$587$1$$6,3540.9%
1.00 – 1.99%4,00967,53571,54410.3%
2.00 – 2.99%73,2051,039174,24510.7%
3.00 – 3.99%37,5622,33050040,3925.8%
4.00 – 4.99%121,8321,056290123,17817.7%
5.00 and greater221,32840,76643,69874,831380,62354.7%
Total$463,702$113,313$44,490$74,831$696,336100.0%

Borrowed Funds

We may obtain advances from the Federal Home Loan Bank of Richmond upon the security of the common stock we own in that bank and certain of our residential and commercial mortgage loans, provided certain standards related to creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. Federal Home Loan Bank advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending.

At December 31, 2023 and 2022, we were permitted to borrow up to an aggregate total of $504.8 million and $465.0 million, respectively, from the Federal Home Loan Bank of Richmond. There were Federal Home Loan Bank borrowings outstanding of $0 and $100.0 million at December 31, 2023, and December 31, 2022, respectively. Additionally, we had credit availability of $114.0 million with correspondent banks for short-term liquidity needs, if necessary. Borrowings were $15.0 million and $0 outstanding at December 31, 2023 and 2022, respectively, under this facility.

Liquidity and Capital Resources

Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company’s ability to meet the day-to-day cash flow requirements of its customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves.

The Company assesses liquidity needs on a daily basis using a sophisticated monitoring system that identifies daily sources and uses for a rolling 30-day period. The Company also assesses liquidity needs under various scenarios of market conditions, asset growth and changes in credit ratings. The assessment includes liquidity stress testing which measures various sources and uses of funds under the different scenarios. The assessment provides regular monitoring of unused borrowing capacity and available sources of contingent liquidity to prepare for unexpected liquidity needs and to cover unanticipated events that could affect liquidity.

The asset portion of the balance sheet provides liquidity primarily through unencumbered debt securities available for sale, loan principal and interest payments, maturities and prepayments of investment securities held to maturity and, to a lesser extent, sales of investment debt securities available for sale. Other short-term investments such as federal funds sold and maturing interest-bearing deposits with other banks, are additional sources of liquidity.

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The liability portion of the balance sheet provides liquidity through various customers’ interest-bearing and noninterest-bearing deposit accounts and through FHLB and other borrowings. Wholesale deposits, federal funds purchased, and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are used as necessary to fund asset growth and meet short-term liquidity needs.

In addition to the Company’s financial performance and condition, liquidity may be impacted by the Company’s structure as a bank holding company that is a separate legal entity from the Bank. The Company requires cash for various operating needs that could include payment of dividends to its stockholders, the servicing of debt, and the payment of general corporate expenses. The primary source of liquidity for the Company is dividends paid by the Bank. Applicable federal and state statutes and regulations impose restrictions on the amount of dividends that may be paid by the Bank. In addition to the formal statutes and regulations, regulatory authorities also consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. Any future dividends must be set forth in the Company's capital plans before any dividends can be paid.

The Company’s ability to raise funding at competitive prices is affected by the rating agencies’ views of the Company’s credit quality, liquidity, capital and earnings. Management is rated by an independent rating agency annually and is provided with independent current outlook for the Company.

The Board of Director's and the Asset Liability Committee (ALCO) are responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of December 31, 2023.

We monitor and adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short-and intermediate-term securities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-earning deposits in other banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At December 31, 2023, cash and cash equivalents totaled $114.5 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $59.9 million at December 31, 2023.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $31.6 million and $33.5 million for the twelve months ended December 31, 2023, and December 31, 2022, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans and proceeds from maturing securities, was $130.7 million and $228.7 million for the twelve months ended December 31, 2023, and December 31, 2022, respectively. There were no sales of available-for-sale debt securities in 2023 or 2022. Net cash provided by financing activities was $83.0 million and $232.6 million for the twelve months ended December 31, 2023 and 2022, respectively, which consisted primarily of increases in interest bearing deposits and federal funds purchased for the twelve months ended December 31, 2023. There were repayments of $100.0 million to the Federal Home Loan Bank for year ended 2023.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of December 31, 2023, totaled $463.7 million of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds in the normal course of business, including other deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Management believes that the current sources of liquidity are adequate to meet the Company’s requirements and plans for continued growth.

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank 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.

56

The federal regulatory capital rules apply to all depository institutions as well as to bank holding companies with consolidated assets of $3 billion or more. However, the regulatory capital requirements generally do not apply on a consolidated basis to a bank holding company with total consolidated assets of less than $3 billion unless the holding company: (1) is engaged in significant nonbanking activities either directly or through a nonbank subsidiary; (2) conducts significant off-balance sheet activities (including securitization and asset management or administration) either directly or through a nonbank subsidiary; or (3) has a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the Securities and Exchange Commission. The Federal Reserve may apply the regulatory capital standards at its discretion to any bank holding company, regardless of asset size, if such action is warranted for supervisory purposes.

Because the Company has total consolidated assets of less than $3 billion and does not engage in activities that would trigger application of the federal regulatory capital rules, it is not at present subject to consolidated capital requirements under such rules.

The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, became effective for the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Under the Basel III rules, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2023 and 2022 is 2.50%. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total capital, Common Equity Tier 1 capital, and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2023, the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2023 and 2022, the most recent notification from the Federal Reserve Bank of Richmond categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Common Equity Tier 1 risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual regulatory capital amounts and ratios as of December 31, 2023 and 2022 are presented in the table below.

ActualCapital Adequacy PurposesTo Be Well Capitalized Under the Prompt Corrective Action Provision
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
As of December 31, 2023
Total capital (to risk-weighted assets)$312,06917.18%$145,300≥ 8.0%$181,625≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$294,55316.22%$81,731≥ 4.5%$118,056≥ 6.5%
Tier 1 capital (to risk-weighted assets)$294,55316.22%$108,975≥ 6.0%$145,300≥ 8.0%
Tier 1 capital (to average assets)$294,55314.66%$80,375≥ 4.0%$100,469≥ 5.0%
As of December 31, 2022
Total capital (to risk-weighted assets)$286,57216.27%$140,929≥ 8.0%$176,161≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$272,45815.47%$79,272≥ 4.5%$114,504≥ 6.5%
Tier 1 capital (to risk-weighted assets)$272,45815.47%$105,696≥ 6.0%$140,929≥ 8.0%
Tier 1 capital (to average assets)$272,45815.05%$72,435≥ 4.0%$90,544≥ 5.0%

Non-GAAP Measures

In reporting the results of December 31, 2023, the Company has provided supplemental performance measures on an operating basis. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company uses the non-GAAP measures discussed herein in its analysis of the Company’s performance.

Net interest margin on a fully tax equivalent (FTE) basis, provides valuable additional insight into the net interest margin and the impact that investments in tax-exempt securities have on our financial metrics. The entire FTE adjustment is attributable to the interest tax effect on tax-exempt securities, using the statutory federal income tax rate of 21%.

The Company believes that tangible common stockholders' equity, excluding intangible assets, is a meaningful supplement to GAAP financial measures and useful to investors because it provides an additional measure to calculate the book value of our common shares by removing the value of a subjective portion of our balance sheet.

57

The following table reconciles these non-GAAP measures from their respective GAAP basis measures for the years ended December 31,

For the year ended December 31,
(Dollars in thousands)20232022
Net interest margin (FTE)
Net interest income (GAAP)$75,947$70,009
FTE adjustment on tax-exempt securities283281
Net interest income (FTE) (non-GAAP)76,23070,290
Average interest earning assets$1,869,6441,676,649
Net interest margin (GAAP)4.06%4.18%
Net interest margin (FTE) (non-GAAP)4.08%4.19%
Stockholders' equity, adjusted
Total stockholders' equity (GAAP)$221,517$198,282
Less: preferred stock(27,263)(27,263)
Total common stockholders' equity (GAAP)194,254171,019
Less: intangible assets14,6579,149
Tangible common stockholders' equity (non-GAAP)179,597161,870
Shares outstanding7,527,4157,442,743
Tangible book value per common share (non-GAAP)$23.86$21.75
Yield on earning assets (FTE)
Total interest income124,12383,845
FTE adjustment on tax-exempt securities283281
Total interest income (FTE) (non-GAAP)124,40684,126
Average interest earning assets1,869,6441,676,649
Yield on earning assets (GAAP)6.64%5.00%
Yield on earning assets (FTE) (non-GAAP)6.65%5.02%
Net interest spread (FTE)
Yield on earning assets (GAAP)6.64%5.00%
Yield on earning assets (FTE) (non-GAAP)6.65%5.02%
Yield on interest-bearing liabilities3.70%1.36%
Net interest spread (GAAP)2.94%3.64%
Net interest spread (FTE) (non-GAAP)2.95%3.66%

58

FY 2022 10-K MD&A

SEC filing source: 0001437749-23-007608.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-23. Report date: 2022-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on significant changes in the financial condition and results of operations of the Company during the years ended December 31, 2022 and 2021. The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Company. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements.

Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Important factors that could cause actual results to differ materially from those in the forward–looking statements included herein include, but are not limited to:

Column 1Column 2Column 3
general economic conditions, either nationally or in our market area, that are worse than expected;
Column 1Column 2Column 3
competition among depository and other financial institutions, particularly intensified competition for deposits;
Column 1Column 2Column 3
inflation and an interest rate environment that may reduce our margins or reduce the fair value of financial instruments;
Column 1Column 2Column 3
adverse changes in the securities markets;
Column 1Column 2Column 3
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;
Column 1Column 2Column 3
our ability to enter new markets successfully and capitalize on growth opportunities;
Column 1Column 2Column 3
our ability to successfully integrate acquired entities;
Column 1Column 2Column 3
changes in consumer spending, borrowing and savings habits;
Column 1Column 2Column 3
changes in accounting policies and practices;
Column 1Column 2Column 3
changes in our organization, compensation and benefit plans;
Column 1Column 2Column 3
our ability to attract and retain key employees;
Column 1Column 2Column 3
changes in our financial condition or results of operations that reduce capital;
Column 1Column 2Column 3
changes in the financial condition or future prospects of issuers of securities that we own;
Column 1Column 2Column 3
the concentration of our business in the Northern Virginia as well as the greater Washington, DC metropolitan area and the effect of changes in the economic, political and environmental conditions on this market;
Column 1Column 2Column 3
adequacy of our allowance for credit losses;
Column 1Column 2Column 3
deterioration of our asset quality;
Column 1Column 2Column 3
cyber threats, attacks or events
Column 1Column 2Column 3
reliance on third parties for key services
Column 1Column 2Column 3
future performance of our loan portfolio with respect to recently originated loans;
Column 1Column 2Column 3
additional risks related to new lines of business, products, product enhancements or services;
Column 1Column 2Column 3
results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for loan losses or to write-down assets or take other supervisory action;
Column 1Column 2Column 3
the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;
Column 1Column 2Column 3
liquidity, interest rate and operational risks associated with our business;
Column 1Column 2Column 3
implications of our status as a smaller reporting company and as an emerging growth company; and
Column 1Column 2Column 3
a work stoppage, forced quarantine, or other interruption or the unavailability of key employees.

32

Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-K to reflect future events or developments. The discussion of the critical accounting policies and analysis set forth below is intended to supplement and highlight information contained in the accompanying Consolidated Financial Statements and the selected financial data presented elsewhere in this Form 10-K.

Critical Accounting Policies

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. Critical accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the current period or in future periods.

The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices within the banking industry. The Company’s critical accounting policies relate to (1) the allowance for loan losses, (2) fair value of financial instruments, and (3) derivative financial instruments. These critical accounting policies require the use of estimates, assumptions and judgments which are based on information available as of the date of the financial statements. Accordingly, as this information changes, future financial statements could reflect the use of different estimates, assumptions and judgments. Certain determinations inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.

Allowance for Loan Losses: Management’s policy is to maintain the allowance for loan losses at a level sufficient to absorb estimated probable incurred losses inherent in the loan portfolio. Management performs periodic and systematic detailed reviews of its loan portfolio to identify trends and to assess the overall collectability of the loan portfolio. Accounting standards require that loan losses be recorded when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

The allowance consists of a specific component and a general component. The specific component relates to loans that are classified as impaired, and is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. For impaired collateral dependent loans, an updated appraisal will typically be ordered if a current one is not on file. Appraisals are performed by independent third-party appraisers with relevant industry experience. Adjustments to the appraised value may be made based on recent sales of like properties or general market conditions when appropriate. The general component covers non-classified or performing loans and those loans classified as substandard or special mention that are not impaired. The general component is based on historical loss experience adjusted for qualitative factors, such as current economic conditions, including current home sales and foreclosures, unemployment rates and retail sales. Non-impaired classified loans are assigned a higher allowance factor based on an internal migration analysis, which increases with the severity of classification, than non-classified loans.

Estimates for the allowance for loan losses are determined by analyzing historical losses, historical migration to charge-off experience, current trends in delinquencies and charge-offs, the results of regulatory examinations and changes in the size, composition and risk assessment of the loan portfolio. Also included in management’s estimate for the allowance for loan losses are considerations with respect to the impact of current economic events. These events may include, but are not limited to, fluctuations in overall interest rates, political conditions, legislation that may directly or indirectly affect the banking industry and economic conditions affecting specific geographical areas and industries in which the Company conducts business.

While management uses the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses and methodology may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates. A detailed discussion of the methodology used in determining the allowance for loan losses is included in Note 1, Basis of Presentation, in Notes to Consolidated Financial Statements.

Fair Value of Financial Instruments: A portion of the Company’s assets and liabilities is carried at fair value, with changes in fair value recorded either in earnings or accumulated other comprehensive income (loss). These include investment securities available for sale and interest rate loan swaps on qualifying commercial loans. Periodically, the estimation of fair value also affects investment securities held to maturity when it is determined that an impairment write-down is other than temporary. Fair value determination is also relevant for certain other assets such as other real estate owned, which is recorded at the lower of the recorded balance or fair value, less estimated costs to sell. The determination of fair value also impacts certain other assets that are periodically evaluated for impairment using fair value estimates, including impaired loans.

Fair value is generally based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use observable market-based parameters as inputs. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as other unobservable parameters. Any such valuation adjustments are applied consistently over time. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

33

See Note 20, Fair Value Presentation, in Notes to Consolidated Financial Statements for a detailed discussion of determining fair value, including pricing validation processes.

Derivative Financial Instruments: The Bank recognizes derivative financial instruments at fair value as either other assets or other liabilities in the consolidated balance sheet. The Bank’s derivative financial instruments include interest rate swaps with certain qualifying commercial loan customers and dealer counterparties. Because the interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, adjustments to reflect unrealized gains and losses resulting from changes in fair value of these instruments are reported as noninterest income or noninterest expense, as applicable. The Bank’s interest rate swaps with loan customers and dealer counterparties are described more fully in Note 19 in the December 31, 2022, Consolidated Financial Statements.

Selected Financial Data

The following table sets forth summarized historical consolidated financial information for each of the periods indicated. This information should be read together with the accompanying consolidated financial statements included in this Form 10-K. The historical information indicated as of and for the years ended December 31, 2022,and 2021 has been derived from the Company's audited consolidated financial statements for the years ended December 31, 2022, and 2021. Historical results set forth below and elsewhere in this Form 10-K are not necessarily indicative of future performance

At December 31,
20222021
(In thousands)
Selected Financial Condition Data:
Total assets$1,925,751$1,647,402
Total cash and cash equivalents130,60093,199
Total investment securities80,273120,262
Loans receivable, net1,579,9501,341,760
Bank-owned life insurance37,24936,241
Premises and equipment, net14,70914,863
Computer software, net of amortization9,1492,493
Total deposits1,512,8891,411,963
FHLB advances and other borrowings100,000
Subordinated debt72,24529,294
Total stockholders’ equity198,282188,788

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For the year ended December 31,
20222021
(In thousands)
Selected Operating Data:
Interest income$83,845$64,199
Interest expense13,83610,663
Net interest income70,00953,536
Provision for (recovery of) loan losses2,398(1,175)
Net interest income after provision for (recovery of) loan losses67,61154,711
Total non-interest income4,8346,110
Total non-interest expenses39,05732,865
Income before income taxes33,38827,956
Income tax expense6,7145,785
Net income26,67422,171
Less: Preferred stock dividends2,1562,156
Net income available to common shareholders$24,518$20,015
Basic and diluted net income per common share$3.26$2.65
At or For the Years Ended December 31,
20222021
Performance Ratios:
Return on average assets1.53%1.32%
Return on average equity13.98%12.38%
Interest rate spread3.66%2.94%
Net interest margin (1)4.19%3.33%
Efficiency ratio (2)52.19%55.10%
Non-interest expense to average assets2.24%1.95%
Average interest-earning assets to average interest-bearing liabilities164.68%159.31%
Per share Data and Shares Outstanding
Earnings per common share (basic and diluted)$3.26$2.65
Book value per common share$22.98$21.27
Dividends per common share$0.25$
Tangible book value per common share$21.75$20.94
Market value per common share$27.49$24.59
Weighted average common shares (basic and diluted)7,529,3827,559,310
Common shares outstanding at end of period7,442,7437,595,781
Capital Ratios (Bank)
Common equity tier 1(CET1) capital to risk-weighted assets15.47%15.23%
Total risk-based capital to risk-weighted assets16.27%16.06%
Tier 1 capital to risk-weighted assets15.47%15.23%
Tier 1 capital to average assets15.05%12.90%
Asset Quality Ratios
Allowance for loan losses as a percentage of total loans0.88%0.86%
Allowance for loan losses as a percentage of non-performing assetsN/A15.09
Net charge-offs to average outstanding loans during the period0.00%0.00%
Non-performing loans as a percentage of total loans0.00%0.00%
Non-performing assets as a percentage of total assets0.00%0.05%
Other Data:
Common equity / total assets8.88%9.80%
Total equity / total assets10.30%11.46%
Average equity to average assets10.94%10.63%
Number of offices66
Number of full-time equivalent employees168138
(1)Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.
(2)Efficiency ratio is calculated as non-interest expense as a percentage of net interest income and non-interest income.

35

Analysis of Results of Operations for the Years Ended December 31, 2022 and 2021

Net Income

The following table sets forth the principal components of net income for the periods indicated.

For the Year Ended December 31,
20222021% Change
(In thousands)
Interest income$83,845$64,19930.60%
Interest expense13,83610,66329.76%
Net interest income70,00953,53630.77%
Provision for (recovery of) loan losses2,398(1,175)304.09%
Net interest income after provision67,61154,71123.58%
Non-interest income4,8346,110-20.88%
Non-interest expense39,05732,86518.84%
Net income before income taxes33,38827,95619.43%
Income tax expense6,7145,78516.06%
Net income26,67422,17120.31%
Less: Preferred stock dividends2,1562,1560.00%
Net income available to common shareholders$24,518$20,01522.50%

Net income for the year ended December 31, 2022, was $26.7 million, an increase of $4.5 million, or 20.3% compared to $22.2 million earned during the year ended December 31, 2021. The increase in net income was due to $16.5 million of additional net interest income, primarily driven by increased volume of loans and increase in interest rates. The increase net interest income was offset by an increase in non-interest expenses of $6.2 million primarily in salaries and employee benefits and general operating expenses.

Net Interest Income and Net Interest Margin

Net interest income is the principal component of the Company’s income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest margin, stated as a percentage, is the yield obtained by dividing the difference between interest income generated on earning assets and the interest expense paid on all funding sources by average earning assets. Fluctuations in interest rates as well as changes in the volume and mix of earning assets and interest-bearing liabilities can impact net interest income and net interest margin.

Net interest income before provision for or recovery of loan losses totaled $70.0 million for the year ended December 31, 2022, compared to $53.5 million for the year ended December 31, 2021. The increase in net interest income was driven by an increase in loan production and increase in interest rates on variable rate credits and loans that repriced during the year ended December 31, 2022.

The net interest margin was 4.19% for the year ended December 31, 2022, compared to 3.35% for the year ended December 31, 2021, on a fully tax equivalent basis. The increase in net interest margin primarily resulted from an increase of income on our interest earning assets that outpaced the increase on average rates of our cost of funds, primarily in interest-bearing deposits,  money market deposits and other borrowings. The increase in the federal funds target rate will impact wholesale deposits that will reprice in a higher interest rate environment, which will increase margin pressure on our loan portfolio and other interest earning assets.

The yield for the year ended December 31, 2022 for the loan portfolio was 5.47% compared to 4.79% for the year ended December 31, 2021. The increase primarily reflects the maturity of lower yielding loans and higher yields on new and variable rate loans based on higher interest rates during the year. The Federal Reserve increased its targeted benchmark interest rate 425 - 450 basis points by the year end, which impacted yields obtained on new loans throughout the year.

For the year ended December 31, 2022, the yield on the taxable investment securities portfolio was 2.20% compared to 2.08% for the year ended December 31, 2021. For the year ended December 31, 2022, the yield on the tax-exempt investment securities portfolio was 3.48% compared to 3.42% for the year ended December 31, 2021. The increase in both categories was primarily due to rates on variable securities increasing with the current rate environment and lower yields on investment securities maturing during the period.

The rate paid on interest bearing deposits increased to 1.14% during the year ended December 31, 2022, from 0.90% during the year ended December 31, 2021. This increase was a result of higher rates paid on all outstanding deposits in conjunction with the increasing rate environment throughout the year.

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The rate paid on FHLB borrowings for the year ended December 31, 2022 was 1.45% compared to the prior year when the bank did not have any FHLB borrowings outstanding.

The following table sets forth the major components of net interest income and the related yields and rates for the year ended December 31, 2022, compared to the year ended December 31, 2021.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.

For the Year Ended December 31,
20222021
Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)Average BalanceInterest Income/ Expense (5)Yield/ Cost (5)
(Dollars in thousands)
Interest-earning assets:
Loans (1)$1,442,716$78,8725.47%$1,289,445$61,7434.79%
Investment securities
Taxable72,8091,6032.20%60,7321,2632.08%
Tax-exempt38,5281,3393.48%39,1701,3413.42%
Federal funds and interest-bearing deposits122,5962,3121.89%$216,4361340.06%
Total interest-earning assets$1,676,649$84,1265.02%1,605,783$64,4814.02%
Non-interest-earning assets67,38079,357
Total assets$1,744,029$1,685,140
Interest-bearing liabilities:
Interest-bearing demand deposits$85,566$6010.70%$67,897$2290.34%
Money market deposits137,0661,5471.13%333,1607720.23%
Savings and NOW deposits63,4012030.32%74,9751650.22%
Time deposits642,9188,2021.28%498,0017,6131.53%
Total interest-bearing deposits$928,951$10,5531.14%$974,033$8,7790.90%
Federal funds purchased2
Federal Home Loan Bank advances23,9863471.45%
Subordinated debt65,1762,9364.50%33,9531,8845.55%
Total interest-bearing liabilities$1,018,115$13,8361.36%$1,007,986$10,6631.06%
Non-interest-bearing liabilities:
Demand deposits and other liabilities535,075498,031
Total liabilities$1,553,190$1,506,017
Stockholders’ Equity190,839179,123
Total liabilities and Stockholders’ equity$1,744,029$1,685,140
Net interest income$70,290$53,818
Interest rate spread (2)3.66%2.96%
Net interest-earning assets (3)$658,534$597,797
Net interest margin (4)4.19%3.35%
Average interest-earning assets to average interest-bearing liabilities164.68%159.31%
Column 1Column 2
(1)Includes loans classified as non-accrual.
Column 1Column 2
(2)Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.
Column 1Column 2
(3)Net interest earning assets represent total average interest–earning assets less total interest–bearing liabilities.
Column 1Column 2
(4)Net interest margin represents net interest income divided by total average interest-earning assets.
Column 1Column 2
(5)Income and yields for all periods are reported on a tax-equivalent basis using the federal statutory rate of 21%. Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.

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Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

For the Twelve Months Ended
December 31, 2022 and 2021
Increase (Decrease) Due toTotal Increase
VolumeRate(Decrease)
(In thousands)
Interest-earning assets:
Loans$7,806$9,323$17,129
Investment securities26375338
Federal funds and interest-bearing deposits(79)2,2572,178
Total interest-bearing assets$7,990$11,655$19,645
Interest-bearing liabilities:
Interest-bearing demand deposits$73$299$372
Money market deposit accounts(683)1,458775
Savings and NOW deposits(28)6638
Time deposits1,972(1,383)589
Total deposits$1,334$440$1,774
Federal Home Loan Bank advances347347
Subordinated debt1,464(412)1,052
Total interest-bearing liabilities3,145283,173
Change in net interest income$4,845$11,627$16,472

Provision for Loan Losses

We establish a provision for loan losses, which is charged to operations, in order to maintain the allowance for loan losses at a level we consider necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimated at the balance sheet date. In determining the level of the allowance for loan losses, we consider past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates as more information becomes available or economic conditions change.

This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as circumstances change as more information becomes available. The allowance for loan losses is assessed on a monthly basis and provisions are made for loan losses as required in order to maintain the allowance.

The provision for loan losses increased to a loan loss provision of $2.4 million for the year ended December 31, 2022, compared to the prior year which ended as a recovery of loan loss provision of $1.2 million. The increase is a return to a normal provision for loan losses due to loan growth. The prior year was a direct result of recovering the special COVID-19 pandemic provision that was provisioned for in 2021. Loan originations increased $24.4 million, which totaled $575.6 million for the year ended December 31, 2021 compared to loan originations of $599.9 million for the year ended December 31, 2022. Non-performing loans were $0 at December 31, 2021 and $21,000 at December 31, 2022.

On September 22, 2022, the Company completed the sale of a loan note for a customer that had stopped making payments and declared bankruptcy. The Company incurred a loss of $211,000 on this transaction that was properly accounted for in its Statement of Income as a loss on the sale of a loan. This credit had previously identified weaknesses and deemed to be of substandard quality with an appropriate reserve allocation. We determined that the best course of action was to sell the note at a discount to an interested party. Had the loan sale not occurred, the Company would have recorded a specific allocation to the provision for loan losses and proceeded with an orderly liquidation of collateral.

During the year ended December 31, 2022, substandard loans increased $4.2 million for a balance of $9.5 million. During the year ended December 31, 2022, special mention loans decreased $16.9 million to $0. During the year ended December 31, 2022, watch list loans decreased $45.6 million to $25.0 million. Management does not believe any loss currently exists in these loans. During the year ended December 31, 2022, there were no charge-offs and recoveries of $19,000 were received. During the year ended December 31, 2021, there were $32,000 in charge-offs recorded and recoveries received of $27,000.

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Non-Interest Income

Our primary sources of non-interest income are service charges on deposit accounts, such as interchange fees and statement fees, income earned on bank owned life insurance, fees earned from executing interest rate swaps on commercial loans, and gains realized on the sale of the guaranteed portion of Small Business Administration (“SBA”) loans.

The following table presents, for the periods indicated, the major categories of non-interest income:

For the Year Ended December 31,
20222021% Change
(In thousands)
Non-interest income
Deposit account service charges$2,420$2,426-0.25%
Bank owned life insurance income1,00890012.00%
Loan swap fee income61983645.78%
Net gain on called held-to-maturity securities46-33.33%
Net gain (loss) on sale of loans(168)847-119.83%
Other fee income9511,848-48.54%
Total non-interest income$4,834$6,110-20.88%

Non-interest income decreased $1.3 million, or 20.9%, to $4.8 million for the year ended December 31, 2022 from $6.1 million for the year ended December 31, 2021. The decrease in non-interest income was primarily due to mortgage originations and other loan fees were down $382,000 and $528,000, respectively for the year ended December 31, 2022. Fees earned on interest rate swaps for commercial loans increased $536,000, or 645.8%, to $619,000 for the year ended December 31, 2022 from $83,000 for the year ended December 31, 2021. This increase was purely related to the volume of interest rate swaps entered into during 2021 compared to 2022. Bank owned life insurance income increased $108,000 for the year ended December 31, 2022, compared to the year ended December 31, 2021, due to the rising rate environment throughout 2022. The deposit service fees largely remained consistent for the year ended December 31, 2022, as compared to the same period in 2021.

Non-Interest Expense

Generally, non-interest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest component of non-interest expense is salaries and employee benefits. Non-interest expense also includes operational expenses, such as occupancy and equipment expenses, professional fees, advertising expenses and other general and administrative expenses, including FDIC assessments, communications, travel, meals, training, supplies and postage. The following table presents, for the periods indicated, the major categories of non-interest expense:

For the Year Ended December 31,
20222021% Change
(In thousands)
Non-interest expense
Salaries and employee benefits$23,801$19,30523.29%
Occupancy expenses1,4711,541-4.54%
Furniture and equipment expenses2,7862,46812.88%
Advertising and marketing2,3041,56547.22%
Outside services2,0751,39448.85%
Administrative expenses87268527.30%
Franchise tax1,4301,544-7.38%
FDIC insurance6371,051-39.39%
Data processing1,3031,1899.59%
Other real estate expenses, net3884-54.76%
Other operating expenses2,3402,03914.76%
Total non-interest expense$39,057$32,86518.84%

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Non-interest expense increased $6.2 million or 18.8% to $39.1 million for the year ended December 31, 2022 from $32.9 million for the year ended December 31, 2021 primarily as a result of increases in salary and employee benefits of $4.5 million, advertising and marketing expenses of $739,000 and outside services of $681,000. Salaries and employee benefits expense increased by $4.5 million to $23.8 million for the year ended December 31, 2022 from $19.3 million for the year ended December 31, 2021 primarily as a result of increasing our personnel team members by 30 employees. Advertising and marketing increased $739,000, or 47.2%, to $2.3 million for the year ended December 31, 2022 from $1.6 million for the year ended December 31, 2021. Outside service expenses increased $681,000, or 48.9%, to $2.1 million for the year ended December 31, 2022, due to investments in the Company’s payments division and other technological infrastructure. Offsetting these increases, our FDIC insurance decreased approximately $414,000 to $637,000 for the year ended December 31, 2022 from $1.1 million for the year ended December 31, 2021. This decrease was attributed to continued financial strength that resulted in a reduction of FDIC assessments.

Income Tax Expense

Income tax expense increased $929,000, or 16.1%, to $6.7 million for the year ended December 31, 2022 from $5.8 million for the year ended December 31, 2021. The increase in federal income tax expense for the year ended December 31, 2022 compared to the same period a year earlier was driven by the increase in income before income taxes of $5.4 million, or 19.4%, to $33.4 million as of December 31, 2022 compared to $28.0 million for the same period in the prior year. The Company is able to apply and claim a research and development tax credit for its associated work in developing a software platform. In addition, the Company has invested in projects that generate tax credits through the Low Income Housing Tax Credits ("LIHTC") program as well as NMTC projects. As a result of tax regulation, the Company has included assessments in income tax expense for state tax liabilities during 2022. For the year ended December 31, 2022, the Bank had an effective tax rate of 20.1%, compared to effective federal tax rate of 20.7% for the year ended December 31, 2021.

Analysis of Results of Operations for the Year Ended December 31, 2022

Net Income

The following table sets forth the principal components of net income (loss) for the Avenu division of MainStreet Bank for the periods indicated. All amounts set forth are included in the Results of Operations for the Year Ended December 31, 2022 and 2021 for MainStreet Bancshares, Inc. unless indicated otherwise.

For the Year Ended December 31,
20222021% Change
(In thousands)
Income Statement
Service charge income$912$9040.88%
Other income9446104.35%
Income from deposits (1)1,097502094.00%
Total income2,1031,000110.30%
Salaries and employee benefits1,178521126.10%
Outside services544235131.49%
Compliance expenses209100.00%
Other operating expenses605113435.40%
Total expense2,536869191.83%
Net income (loss) before taxes$(433)131-430.53%
Column 1Column 2
(1)Determined by funds transfer pricing of non-interest bearing deposits using the weighted average Effective Fed Funds Rate during fiscal year ended December 31, 2022.

For the year ended December 31, 2022, the Avenu division recorded a net loss of $433,000. As the Company develops the software and ramps up the resources needed to operate a new division, elevated levels of non-interest expenses were anticipated. The Avenu division held $62.9 million in average non-interest bearing deposits which provides tremendous value to the Company, while simultaneously establishing a new division. Avenu is developing a comprehensive hosted BaaS software platform that will provide Fintechs with a subledger integrated within a regulatory compliant framework, easily connectable application programming interfaces ("APIs"), and access to banking payment networks. The goal for the Avenu team is to deploy the platform in 2023.

Comparison of Statements of Financial Condition at December 31, 2022 and at December 31, 2021

Total Assets

Total assets increased $278.3 million, or 16.9%, to $1.9 billion at December 31, 2022 from $1.6 billion at December 31, 2021. The increase was primarily the result of increases of $240.7 million in gross loans receivable, $37.4 million in cash equivalents, and $25.4 million in other assets. These increases were offset by a decrease in availabe-for-sale securities of $37.3 million, attributable to not purchasing treasury securities as part of our income tax strategy.

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Investment Securities

We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital and liquidity requirements. Our investment policy is established and reviewed annually by the Board of Directors. We are permitted under federal law to invest in various types of liquid assets, including United States Government obligations, securities of various federal agencies and of state and municipal governments, mortgage-backed securities, time deposits of federally insured institutions, subordinated debt of other financial institutions, equity securities, certain bankers’ acceptances and federal funds.

Our investment objectives are to maintain high asset quality, to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to generate a favorable return. The Board of Directors has the overall responsibility for the investment portfolio, including approval of our investment policy. The Board of Directors is also responsible for implementation of the investment policy and monitoring investment performance. The Board of Directors reviews the status of the investment portfolio on a quarterly basis, or more frequently if warranted.

Generally accepted accounting principles require that, at the time of purchase, we designate a security as held to maturity, available-for-sale, or trading, depending on our ability and intent to hold such security. Debt securities available for sale are reported at fair value, while debt securities held to maturity are reported at amortized cost. We do not maintain a trading portfolio. Establishing a trading portfolio would require specific authorization by the Board of Directors.

The total investment securities portfolio, including both investment securities available for sale and investment securities held to maturity, was $80.3 million at December 31, 2022, a decrease of $40.0 million compared with December 31, 2021. At December 31, 2022, the investment securities portfolio includes $62.6 million of investment securities available for sale and $17.6 million of investment securities held to maturity compared to $99.9 million of investment securities available for sale and $20.3 million of investment securities held to maturity at December 31, 2021.

The Company did not sell any securities within the investment portfolio for the year ended December 31, 2022 or 2021.

While all securities are reviewed by the Company for other-than-temporary impairments (“OTTI”), the securities that typically are impacted by credit impairment are non-agency collateralized mortgage obligations and asset-backed securities. Refer to Note 3, in Notes to Consolidated Financial Statements for further details. To date, we have had no OTTI.

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at December 31, 2022, are summarized in the following table. Maturities are based on the final contractual payment date, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Adjustable-rate mortgage-backed securities are included in the period in which interest rates are next scheduled to adjust. The Company does invest in both taxable and non-taxable municipal securities. No material changes occurred in the non-taxable security portfolio for the year ended December 31, 2022.

More than One YearMore than Five YearsMore than
One Year or Lessthrough Five Yearsthrough Ten YearsTen YearsTotal
WeightedWeightedWeightedWeightedWeighted
AmortizedAverageAmortizedAverageAmortizedAverageAmortizedAverageAmortizedFairAverage
CostYield (1)CostYield (1)CostYield (1)CostYield (1)CostValueYield (1)
(Dollars in thousands)
Securities available for sale:
Collateralized Mortgage Securities$$$4812.60%$26,3201.78%$26,801$22,2271.79%
Subordinated Debt9,9703.89%9,9708,8273.89%
Municipal Securities
Taxable1,0003.42%1,4251.55%8,2502.44%10,6757,9662.41%
Tax-exempt1,1804.36%21,6433.48%22,82320,1753.53%
U.S. Government Agencies3,4705.01%3,4703,4365.01%
Total$$1,0003.42%$13,0563.54%$59,6832.67%$73,739$62,6312.85%
Securities held to maturity:
Municipal Securities
Tax-exempt$2643.35%$1,0733.84%$7,3283.80%$6,4773.77%$15,142$14,9403.78%
Subordinated Debt2,5005.60%2,5002,5005.60%
Total Securities$2643.35%$1,0733.84%$9,8284.25%$6,4773.77%$17,642$17,4404.04%
Column 1Column 2Column 3
(1)Yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%

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Loan Portfolio

Our primary source of income is derived from interest earned on loans. Our loan portfolio consists of loans secured by real estate as well as commercial business loans and consumer loans, substantially all of which are secured by corresponding deposits at the Bank. Our loan customers primarily consist of small- to medium-sized businesses, professionals, real estate investors, small residential builders and individuals. Our owner occupied and investment commercial real estate loans, residential construction loans and commercial business loans provide us with higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, and are complemented by our relatively lower risk residential real estate loans to individuals. Our lending activities are principally directed to our market area consisting of the Washington, D.C. and Northern Virginia metropolitan areas.

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2022. Demand loans, having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

As of December 31, 2022
Single-FamilyMulti-FamilyFarmlandOwner OccupiedNon-owner Occupied
(In thousands)
Amounts due in:
One year or less$36,251$29,677$84$5,378$89,345
After one year through two years12,95051,24919,21536,248
After two years through three years6,5511,7572,4417,756
After three years through five years31,80362,65629,47485,289
After five years through ten years77,33568,959153,349209,164
After ten years through fifteen years1,6021,3267117,35744,476
After fifteen years12,1231,16076
Total$178,615$215,624$155$228,374$472,354
Construction and Land DevelopmentCommercial and IndustrialConsumerTotal Loan Portfolio Maturities
Amounts due in:(In thousands)
One year or less$176,062$24,363$5,564$366,724
After one year through two years22,85122,5663,906168,985
After two years through three years8,0007,4402,18736,132
After three years through five years68,38022,7941,508301,904
After five years through ten years88,61218,608616,027
After ten years through fifteen years28,11517193,118
After fifteen years1,7631,58016,702
Total$393,783$97,351$13,336$1,599,592

The following table sets forth our fixed and adjustable-rate loans at December 31, 2022, that are contractually due after December 31, 2022.

Due After December 31, 2022
FixedAdjustable
RatesRatesTotal
(In thousands)
Residential real estate:
Single family$41,640$136,975$178,615
Multifamily124,59691,028215,624
Farmland155155
Commercial real estate:
Owner occupied97,884130,490228,374
Non-owner occupied151,840320,514472,354
Construction and land development46,843346,940393,783
Commercial – non-real estate:
Commercial and industrial46,66950,68297,351
Consumer – non-real estate:
Unsecured1,9841,984
Secured9,9091,44311,352
Totals$521,520$1,078,072$1,599,592

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The following table shows our loan originations, participations, purchases, sales and repayment activities for the periods indicated.

Years Ended December 31,
20222021
(In thousands)
Total loans at beginning of year:$1,358,935$1,249,435
Loans originated:
Real estate loans:
Residential real estate:
Single family48,48861,578
Multifamily78,06185,890
Farmland488
Commercial real estate:
Owner occupied71,86949,593
Non-owner occupied126,24470,672
Construction and land development232,322194,797
Commercial – non-real estate:
Commercial and industrial39,977110,929
Consumer – non-real estate:
Unsecured1,984185
Secured9731,427
Total loans originated:599,918575,559
Loan principal repayments:
Principal repayments359,261492,105
Loans transferred to (from) loans held for sale:
Transfers from loans held for sale(26,046)
Net loan activity240,657109,500
Total loans at the end of year$1,599,592$1,358,935

Loans, net of unearned income, totaled $1.6 billion at December 31, 2022, an increase of $240.7 million from December 31, 2021. The increase in total loans was primarily driven by growth in the overall loan portfolio, with significant increases in multifamily residential real estate, as well as the owner occupied and non-owner occupied commercial real estate portfolio.

Asset Quality

The Company’s asset quality remained strong during the year ended December 31, 2022. Nonperforming assets, which includes nonaccrual loans, accruing loans 90 days past due, accruing troubled debt restructured (“TDR”) loans 90 days past due, and other real estate owned totaled $21,000 at December 31, 2022, and $775,000 million at December 31, 2021.

A loan’s past due status is based on the contractual due date of the most delinquent payment due. All loans which are 30 or more days past due at the end of the month are reported to the Board of Directors. Commercial loans are generally placed on nonaccrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Consumer loans are generally placed on nonaccrual status when the collection of principal or interest is 120 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. For those loans that are carried on nonaccrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed.

The Company may identify loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions and negative trends may result in a payment default in the near future.

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As a percentage of total assets, nonperforming assets were 0.00% at December 31, 2022, compared with 0.05% at December 31, 2021. As of December 31, 2022, the Company had no loans placed on nonaccrual status.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Loan Losses, in Notes to Consolidated Financial Statements for further information on the Company’s credit grade categories, which are derived from standard regulatory rating definitions.

The following table summarizes asset quality information at December 31, 2022, and December 31, 2021.

December 31,December 31,
20222021
(Dollars in thousands)
Loans accruing past 90 days:
Commercial and industrial$15$
Consumer non real estate - secured6
Total non-performing loans21
Other real estate owned775
Total non-performing assets$21$775
Ratios:
Total non-performing loans to gross loans receivable0.00%0.00%
Total non-performing loans to total assets0.00%0.00%
Total non-performing assets to total assets0.00%0.05%

There was no interest income that would have been recorded for the years ended December 31, 2022 and 2021 had non-accruing loans been current according to their original terms.

According to United States generally accepted accounting principles, restructuring a debt constitutes a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider.  The CARES Act states that from March 1, 2020, until the end of the year (unless the President terminates the COVID-19 emergency declaration sooner), financial institutions may elect to suspend the TDR accounting principles for loan modifications related to COVID-19. The Consolidated Appropriations Act of 2021, enacted in December 2020, extended this relief to the earlier of January 1, 2022, or the first day of a bank’s fiscal year that begins after the national emergency ends.

The suspension applies during the modification.  A modification can be a forbearance agreement, a new repayment plan, interest rate modification, or any other arrangement that defers or delays the payment of principal or interest.  This provision applies only to loans that were current or less than 30 days past due on payments as of December 31, 2019.

The agencies are to defer to the financial institutions to suspend the TDR requirements.  Financial institutions may presume that borrowers current on payments are not experiencing financial difficulties at modification to determine TDR status, and no further TDR analysis is required for each loan modification in the program.  Examiners will exercise judgment in reviewing loan modifications, including TDRs, will not automatically adversely risk rate credits affected by COVID-19, and will not criticize prudent efforts to modify the terms on existing loans to affected customers.

As of December 31, 2022, there were no loans not disclosed in the above table, where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms.

Analysis and Determination of the Allowance for Loan Losses. The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable and estimable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loans losses which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss or loan pools, the fair value of the underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses. An integral part of their examination process, the Federal Reserve Board will periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses.

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The following table sets forth activity in our allowance for loan losses for the periods indicated.

For the Year Ended December 31,For the Year Ended December 31,
20222021
(Dollars in thousands)
Balance at beginning of year$11,697$12,877
Charge-offs:
Consumer(32)
Total charge-offs(32)
Recoveries:
Commercial and industrial11
Consumer1916
Total recoveries1927
Net (charge-offs) recoveries19(5)
Provision for (recovery of) loan losses2,398(1,175)
Balance at end of period$14,114$11,697
Ratios:
Net charge offs to average loans outstanding (annualized)0.00%0.00%
Allowance for loan losses to non-performing loans at end of period0.15%N/A
Allowance for loan losses to gross loans at end of period0.88%0.86%

At December 31, 2022, our allowance for loan losses represented 0.88% of total loans and had only $21,000 in non-performing loans. The allowance for loan losses increased to $14.1 million at December 31, 2022 from $11.7 million at December 31, 2021 as a direct result of normal loan provisions in conjunction with loan growth throughout the year. There were $19,000 in net loan recoveries and $5,000 in net loan charge-offs during the years ended December 31, 2022 and December 31, 2021, respectively.

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Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

At December 31,
20222021
(Dollars in thousands)Allowance for Loan LossesPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total LoansAllowance for Loan LossesPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total Loans
Residential Real Estate:
Single family$1,2408.8%11.2%$1,1199.6%11.9%
Multifamily9066.4%13.5%5514.7%10.1%
Farmland0.0%20.0%0.1%
Commercial Real Estate:
Owner occupied2,10214.9%14.3%1,85915.9%12.7%
Non-owner occupied5,05735.8%29.5%3,83032.7%26.6%
Construction and Land Development3,34723.7%24.6%2,69723.1%24.8%
Commercial – Non Real Estate:
Commercial and industrial1,41810.0%6.1%1,54013.2%12.1%
Consumer – Non Real Estate:
Unsecured0.1%320.3%0.0%
Secured440.4%0.7%670.6%1.7%
Total$14,114100.0%100.0%$11,697100.0%100.0%

Funding Activities

Deposits are the primary source of funds for lending and investing activities and their cost is the largest category of interest expense. The Company also utilizes brokered deposits as a funding source in addition to customer deposits. Scheduled payments, as well as prepayments, and maturities from portfolios of loans and investment securities also provide a stable source of funds. FHLB advances, other secured borrowings, federal funds purchased, and other short-term borrowed funds, as well as longer-term debt issued through the capital markets, all provide supplemental liquidity sources. The Company’s funding activities are monitored and governed through the Company’s asset/liability management process

Deposits

Total deposits increased by $100.9 million from December 31, 2021 to December 31, 2022. Brokered deposits, which are included in the table below, totaled $317.3 million and $245.5 million at December 31, 2022, and December 31, 2021, respectively. The following table presents the Company’s average deposits segregated by major category for the year ended December 31, 2022:

At December 31,
20222021
Average BalancePercentWeighted Average RateAverage BalancePercentWeighted Average Rate
(Dollars in thousands)
Deposit type:
Interest-bearing demand$85,5665.85%0.70%$67,8974.68%0.34%
Money market137,0669.37%1.13%$333,16022.93%0.23%
Savings and NOW63,4014.33%0.32%$74,9755.16%0.22%
Time deposits642,91843.93%1.28%$498,00134.28%1.53%
Interest-bearing deposits928,95163.48%1.14%974,03367.05%0.90%
Non-interest bearing demand534,33836.52%478,72732.95%
Total deposits$1,463,289100.00%0.72%$1,452,760100.00%0.60%

The overall increase in total deposits were primarily driven by an increase in non-interest bearing demand deposits and time deposits largely due to our deposit gather strategies. These increases were partially offset by a decrease in money market deposits. Non-interest bearing deposits increased from December 31, 2022, compared to December 31, 2021 primarily as a result of increased efforts Company wide to replace higher cost of funds with sticky lower cost deposit accounts.

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At December 31, 2022, the Company had $486.9 million in total deposits in excess of the FDIC insurance limit of $250,000.

Certificates of deposit in amounts in excess of the FDIC insurance limit of $250,000 totaled approximately $331.3 million. The following table sets forth the maturity of these certificates as of December 31, 2022.

December 31, 2022
(In thousands)
Maturity period:
Three months or less$113,962
Over three through six months93,817
Over six through twelve months85,494
Over twelve months through three years37,984
Over three years
Total$331,257

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The following table sets forth all of our time deposits classified by interest rate as of the dates indicated.

At December 31,
20222021
(In thousands)
Interest Rate Range:
0.01 – 0.99%$260,427$274,274
1.00 – 1.99%94,18819,596
2.00 – 2.99%129,629144,731
3.00 and greater123,89720,547
Total$608,141$459,148

The following table sets forth by interest rate ranges information concerning the maturities of our certificates of deposit as of December 31, 2022.

Period to Maturity
Less Than or Equal to One YearMore Than One to Two YearsMore Than Two to Three YearsMore Than Three YearsTotalPercent of Total Certificate Accounts
(Dollars in thousands)
Interest Rate Range:
0.01 – 0.99%$252,571$5,725$1,715$416$260,42742.82%
1.00 – 1.99%50,55439,1744,3649694,18815.49%
2.00 – 2.99%103,21626,33974129,62921.32%
3.00 and greater110,54311,6011,091662123,89720.37%
Total$516,884$82,839$7,244$1,174$608,141100.00%

Borrowed Funds

We may obtain advances from the Federal Home Loan Bank of Richmond upon the security of the common stock we own in that bank and certain of our residential and commercial mortgage loans, provided certain standards related to creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. Federal Home Loan Bank advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending.

At December 31, 2022 and 2021, we were permitted to borrow up to an aggregate total of $465.0 million and $414.0 million, respectively, from the Federal Home Loan Bank of Richmond. There were Federal Home Loan Bank borrowings outstanding of $100.0 million and $0 at December 31, 2022, and December 31, 2021, respectively. Additionally, we had credit availability of $104.0 million with correspondent banks for short-term liquidity needs, if necessary. No borrowings were outstanding at December 31, 2022 and 2021, under this facility.

Liquidity and Capital Resources

Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company’s ability to meet the day-to-day cash flow requirements of its customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves.

The Company assesses liquidity needs on a daily basis using a sophisticated monitoring system that identifies daily sources and uses for a rolling 30-day period. The Company also assesses liquidity needs under various scenarios of market conditions, asset growth and changes in credit ratings. The assessment includes liquidity stress testing which measures various sources and uses of funds under the different scenarios. The assessment provides regular monitoring of unused borrowing capacity and available sources of contingent liquidity to prepare for unexpected liquidity needs and to cover unanticipated events that could affect liquidity.

The asset portion of the balance sheet provides liquidity primarily through unencumbered debt securities available for sale, loan principal and interest payments, maturities and prepayments of investment securities held to maturity and, to a lesser extent, sales of investment debt securities available for sale. Other short-term investments such as federal funds sold and maturing interest- bearing deposits with other banks, are additional sources of liquidity.

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The liability portion of the balance sheet provides liquidity through various customers’ interest-bearing and noninterest-bearing deposit accounts and through FHLB and other borrowings. Brokered deposits, federal funds purchased, and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are used as necessary to fund asset growth and meet short-term liquidity needs.

In addition to the Company’s financial performance and condition, liquidity may be impacted by the Company’s structure as a bank holding company that is a separate legal entity from the Bank. The Company requires cash for various operating needs that could include payment of dividends to its stockholder, the servicing of debt, and the payment of general corporate expenses. The primary source of liquidity for the Company is dividends paid by the Bank. Applicable federal and state statutes and regulations impose restrictions on the amount of dividends that may be paid by the Bank. In addition to the formal statutes and regulations, regulatory authorities also consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. Any future dividends must be set forth in the Company's capital plans before any dividends can be paid.

The Company’s ability to raise funding at competitive prices is affected by the rating agencies’ views of the Company’s credit quality, liquidity, capital and earnings. Management meets with the rating agencies on a routine basis to discuss the current outlook for the Company.

The Board of Director's and the Asset Liability Committee (ALCO) are responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of December 31, 2022.

We monitor and adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short-and intermediate-term securities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-earning deposits in other banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At December 31, 2022, cash and cash equivalents totaled $130.6 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $62.6 million at December 31, 2022.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $33.5 million and $29.1 million for the twelve months ended December 31, 2022, and December 31, 2021, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans and proceeds from maturing securities, was $228.7 million and $60.5 million for the twelve months ended December 31, 2022, and December 31, 2021, respectively. There were no sales of available-for-sale debt securities in 2022 or 2021. Net cash provided by financing activities was $232.6 million and used in financing activities was $14.2 million for the twelve months ended December 31, 2022 and 2021, respectively, which consisted primarily of increases in interest bearing deposits and FHLB advances for the twelve months ended December 31, 2022. There were no net repayments from the Federal Home Loan Bank for year ended 2022.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of December 31, 2022, totaled $516.9 million of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds in the normal course of business, including other deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Management believes that the current sources of liquidity are adequate to meet the Company’s requirements and plans for continued growth.

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank 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.

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The federal regulatory capital rules apply to all depository institutions as well as to bank holding companies with consolidated assets of $3 billion or more. However, the regulatory capital requirements generally do not apply on a consolidated basis to a bank holding company with total consolidated assets of less than $3 billion unless the holding company: (1) is engaged in significant nonbanking activities either directly or through a nonbank subsidiary; (2) conducts significant off-balance sheet activities (including securitization and asset management or administration) either directly or through a nonbank subsidiary; or (3) has a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the Securities and Exchange Commission. The Federal Reserve may apply the regulatory capital standards at its discretion to any bank holding company, regardless of asset size, if such action is warranted for supervisory purposes.

Because the Company has total consolidated assets of less than $3 billion and does not engage in activities that would trigger application of the federal regulatory capital rules, it is not at present subject to consolidated capital requirements under the such rules.

The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, became effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Under the Basel III rules, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2022 and 2021 is 2.50%. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of Total capital, Common Equity Tier 1 capital, and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2022, the Company and the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2022 and 2021, the most recent notification from the Federal Reserve Bank of Richmond categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Common Equity Tier 1 risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual regulatory capital amounts and ratios as of December 31, 2022 and 2021 are presented in the table below.

ActualCapital Adequacy PurposesTo Be Well Capitalized Under the Prompt Corrective Action Provision
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
As of December 31, 2022
Total capital (to risk-weighted assets)$286,57216.27%$140,929≥ 8.0%$176,161≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$272,45815.47%$79,272≥ 4.5%$114,504≥ 6.5%
Tier 1 capital (to risk-weighted assets)$272,45815.47%$105,696≥ 6.0%$140,929≥ 8.0%
Tier 1 capital (to average assets)$272,53815.05%$72,435≥ 4.0%$90,544≥ 5.0%
As of December 31, 2021
Total capital (to risk-weighted assets)$227,35916.06%$113,249≥ 8.0%$141,562≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$215,66215.23%$63,703≥ 4.5%$92,015≥ 6.5%
Tier 1 capital (to risk-weighted assets)$215,66215.23%$84,937≥ 6.0%$113,249≥ 8.0%
Tier 1 capital (to average assets)$215,66212.90%$66,898≥ 4.0%$83,622≥ 5.0%

Non-GAAP Measures

In reporting the results of December 31, 2022, the Company has provided supplemental performance measures on an operating basis. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company uses the non-GAAP measures discussed herein in its analysis of the Company’s performance.

Net interest margin on a fully tax equivalent (FTE) basis, provides valuable additional insight into the net interest margin and the impact that investments in tax-exempt securities have on our financial metrics. The entire FTE adjustment is attributable to the interest tax effect on tax-exempt securities, using the statutory federal income tax rate of 21%.

The Company believes that tangible common stockholders equity, excluding intangible assets, is a meaningful supplement to GAAP financial measures and useful to investors because it provides an additional measure to calculate the book value of our common shares by removing the value of a subjective portion of our balance sheet.

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The following table reconciles these non-GAAP measures from their respective GAAP basis measures for the years ended December 31,

For the year ended December 31,
(Dollars in thousands)20222021
Net interest margin (FTE)
Net interest income (GAAP)$70,009$53,536
FTE adjustment on tax-exempt securities281282
Net interest income (FTE) (non-GAAP)70,29053,818
Average interest earning assets$1,676,6491,605,783
Net interest margin (GAAP)4.18%3.33%
Net interest margin (FTE) (non-GAAP)4.19%3.35%
Stockholders equity, adjusted
Total stockholders equity (GAAP)$198,282$188,788
Less: preferred stock(27,263)(27,263)
Total common stockholders equity (GAAP)171,019161,525
Less: intangible assets9,1492,493
Tangible common stockholders equity (non-GAAP)161,870159,032
Shares outstanding7,442,7437,595,781
Tangible book value per common share (non-GAAP)$21.75$20.94

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FY 2021 10-K MD&A

SEC filing source: 0001564590-22-011471.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-23. Report date: 2021-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on significant changes in the financial condition and results of operations of the Company during the years ended December 31, 2021 and 2020. The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Company. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements.

Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Important factors that could cause actual results to differ materially from those in the forward–looking statements included herein include, but are not limited to:

Column 1Column 2Column 3
the impact of the novel coronavirus disease (COVID-19) outbreak and measures taken in response for which future developments are highly uncertain and difficult to predict;
Column 1Column 2Column 3
general economic conditions, either nationally or in our market area, that are worse than expected;
Column 1Column 2Column 3
competition among depository and other financial institutions, particularly intensified competition for deposits;
Column 1Column 2Column 3
inflation and an interest rate environment that may reduce our margins or reduce the fair value of financial instruments;
Column 1Column 2Column 3
adverse changes in the securities markets;
Column 1Column 2Column 3
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;
Column 1Column 2Column 3
our ability to enter new markets successfully and capitalize on growth opportunities;
Column 1Column 2Column 3
our ability to successfully integrate acquired entities;
Column 1Column 2Column 3
changes in consumer spending, borrowing and savings habits;
Column 1Column 2Column 3
changes in accounting policies and practices;
Column 1Column 2Column 3
changes in our organization, compensation and benefit plans;
Column 1Column 2Column 3
our ability to attract and retain key employees;
Column 1Column 2Column 3
changes in our financial condition or results of operations that reduce capital;
Column 1Column 2Column 3
changes in the financial condition or future prospects of issuers of securities that we own;
Column 1Column 2Column 3
the concentration of our business in the Northern Virginia as well as the greater Washington, DC metropolitan area and the effect of changes in the economic, political and environmental conditions on this market;
Column 1Column 2Column 3
adequacy of our allowance for loan losses;
Column 1Column 2Column 3
deterioration of our asset quality;
Column 1Column 2Column 3
cyber threats, attacks or events
Column 1Column 2Column 3
reliance on third parties for key services
Column 1Column 2Column 3
future performance of our loan portfolio with respect to recently originated loans;
Column 1Column 2Column 3
additional risks related to new lines of business, products, product enhancements or services;
Column 1Column 2Column 3
results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for loan losses or to write-down assets or take other supervisory action;
Column 1Column 2Column 3
the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;
Column 1Column 2Column 3
liquidity, interest rate and operational risks associated with our business;
Column 1Column 2Column 3
implications of our status as a smaller reporting company and as an emerging growth company; and
Column 1Column 2Column 3
a work stoppage, forced quarantine, or other interruption or the unavailability of key employees.

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Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-K to reflect future events or developments. The discussion of the critical accounting policies and analysis set forth below is intended to supplement and highlight information contained in the accompanying Consolidated Financial Statements and the selected financial data presented elsewhere in this Form 10-K.

COVID-19 Pandemic

The effects of the COVID-19 pandemic and resulting economic conditions have impacted our business and financial results and could continue to impact our business and results of operations in a number of ways in the future, including without limitation in areas related to credit, collateral, customer demand, operations, interest rate risk, liquidity and litigation, as described in more detail below. The extent to which the Company’s business will continue to be negatively affected by the pandemic will depend on future developments, which are highly uncertain and cannot be reasonably predicted.

Credit Risk. The risk of timely loan repayment and the value of collateral supporting our loans are affected by the strength of our borrowers’ businesses. Concern about the spread of COVID-19 has caused, and is likely to continue to cause, business shutdowns, limitations on commercial activity and financial transactions, labor shortages, supply chain interruptions, increased unemployment and commercial property vacancy rates, reduced profitability and ability for property owners to make mortgage payments, and overall economic and financial market instability, all of which may cause our customers to be unable to make scheduled loan payments. If the effects of COVID-19 result in widespread and sustained repayment shortfalls on loans in our portfolio, we could incur significant delinquencies, foreclosures and credit losses, particularly if the available collateral is not sufficient to cover our exposure. The future effects of COVID-19 on economic activity could negatively affect the collateral values associated with our existing loans, our ability to liquidate real estate collateral securing our residential and commercial real estate loans, our ability to maintain loan origination volume and to obtain additional financing, the future demand for, or profitability of, our lending and services, and the financial condition and credit risk of our customers. Further, in the event of delinquencies, regulatory changes and policies designed to protect borrowers may slow or prevent us from making business decisions or may delay our taking certain remediation actions. In addition, we have unfunded commitments to extend credit to customers. Increased borrowings under these commitments could adversely impact our liquidity.

In an effort to support our communities during the pandemic, we participated in the Paycheck Protection Program (“PPP”), a program established by the CARES Act to provide loans to small businesses for payroll and other basic expenses during the COVID-19 pandemic. PPP loans are fully guaranteed by the Small Business Administration (“SBA”) and provide for full forgiveness of the loans during a specified forgiveness period that meet specific guidelines provided by the SBA. The deadline to apply for PPP loans was initially June 30, 2020 and was later extended to August 8, 2020; the Consolidated Appropriations Act of 2021 (the “CAA”), enacted in December 2020, reopened and expanded the PPP. Small businesses and other entities and individuals could have applied for PPP loans from existing SBA lenders and other approved regulated lenders that enrolled in the program, subject to numerous limitations and eligibility criteria.

PPP loans are subject to regulatory requirements that would require forbearance of loan payments for a specified time or that could limit our ability to pursue all available remedies in the event of a loan default. If the borrower under the PPP loan fails to qualify for loan forgiveness, or if the borrower defaults and the SBA determines there is a deficiency in the manner in which any PPP loans were originated, funded or serviced by the Bank, we would be subject to repayment risk as well as the heightened risk of holding these loans at unfavorable interest rates as compared to loans that we would have otherwise made.

Business Continuity Planning Risk. Our financial condition and results of operations may be affected by a variety of external factors that may affect the price or marketability of our products and services, changes in interest rates that may increase our funding costs, reduced demand for our financial products due to economic conditions and the various responses of governmental and nongovernmental authorities. The COVID-19 pandemic has significantly increased economic and demand uncertainty and has led to severe disruption and volatility in capital markets. Furthermore, many of the governmental actions in response to the pandemic have been directed toward curtailing household and business activity to contain COVID-19. These actions have been rapidly changing. Future effects of COVID-19 on economic activity could negatively affect the future banking products we provide and could result in a decline in loan originations.

Operational Risk. Current and future restrictions on our workforce’s access to our facilities could limit our ability to meet customer servicing expectations and have a material adverse effect on our operations. We rely on business processes and branch activity that largely depend on people and technology, including access to information technology systems as well as information, applications, payment systems and other services provided by third parties. In response to COVID-19, we have modified our business practices with a portion of our employees working remotely from their homes to minimize interruptions of our operations. Technology in employees’ homes may be more limited or less reliable than in our offices. The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk.

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We rely on many third parties in our business operations. Many of these parties may limit the availability and access of their services. If third-party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect our operations.

Interest Rate Risk. Our net interest income, lending activities, deposits, investment portfolio, cash flows and profitability are and are likely to continue to be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19. On March 15, 2020 the Federal Reserve lowered its target range for the federal funds rate to a range from 0 to 0.25 percent, and has since maintained that range, citing concerns about the impact of COVID-19 on markets and stress in the energy sector. A prolonged period of extremely volatile and unstable market conditions would likely increase our funding costs and negatively affect market risk mitigation strategies. Higher income volatility from changes in interest rates and spreads to benchmark indices will likely cause a loss of future net interest income and a decrease in current fair market values of our investment portfolio and other assets. Fluctuations in interest rates will impact both the level of income and expense recorded on most of our assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on our net income, operating results, or financial condition.

Liquidity. Federal, state and local governments have mandated or encouraged financial institutions to accommodate borrowers and other customers affected by the COVID-19 pandemic. Legal and regulatory responses to concerns about the COVID-19 pandemic could result in additional regulation or restrictions affecting the conduct of our business in the future. In addition to our measures to address the potential effects from negative economic conditions noted above, the Company has instituted a program to help COVID-19 impacted customers. This program includes waiving certain fees and charges and offering payment deferment and other loan relief, as appropriate, for customers impacted by COVID-19. The Company’s liquidity could be negatively impacted if a significant number of customers apply and are approved for the deferral of payments or request additional deferrals. In addition, if these deferrals are not effective in mitigating the effect of COVID-19 on our customers, the negative effects on our business and results of operations may be more substantial and may continue over a longer period of time.

Litigation Risk.  Although the Company has taken and continues to take precautions to protect the safety and well-being of its employees, no assurance can be given that the steps being taken will be adequate or appropriate. Concerns have been expressed regarding possible employee lawsuits for tort claims related to the COVID-19 pandemic, including class action lawsuits alleging that unsafe workplaces have caused employees to contract COVID-19 or subjected them to the risk of exposure. Possible statutory defenses may mitigate the risk of liability in any such lawsuits; however, the availability of such defenses is uncertain and cannot be predicted at this time.

The PPP has also attracted interest from federal and state enforcement authorities, oversight agencies, regulators and Congressional committees. Offices of state attorneys general and other federal and state agencies may assert that they are not subject to the provisions of the CARES Act and the PPP regulations that entitle the Bank to rely on borrower certifications, and they may take more aggressive actions against the Bank for alleged violations of the provisions governing the Bank’s participation in the PPP. Federal and state regulators can impose or request that we consent to substantial sanctions, restrictions and requirements if they determine there are violations of laws, rules or regulations or weaknesses or failures with respect to general standards of safety and soundness, which could adversely affect our business, reputation, results of operation and financial condition.

Since the opening of the PPP, several larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. The Company and the Bank may be exposed to the risk of litigation, from both clients and non-clients that solicited the Bank for PPP loans, regarding its process and procedures used to process applications for the PPP. If any such litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

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Critical Accounting Policies

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. Critical accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the current period or in future periods.

The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices within the banking industry. The Company’s critical accounting policies relate to (1) the allowance for loan losses, (2) fair value of financial instruments, (3) income taxes, (4) computer software, and (5) derivative financial instruments. These critical accounting policies require the use of estimates, assumptions and judgments which are based on information available as of the date of the financial statements. Accordingly, as this information changes, future financial statements could reflect the use of different estimates, assumptions and judgments. Certain determinations inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.

Allowance for Loan Losses:  Management’s policy is to maintain the allowance for loan losses at a level sufficient to absorb estimated probable incurred losses inherent in the loan portfolio. Management performs periodic and systematic detailed reviews of its loan portfolio to identify trends and to assess the overall collectability of the loan portfolio. Accounting standards require that loan losses be recorded when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

The allowance consists of a specific component and a general component.  The specific component relates to loans that are classified as impaired, and is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.  For impaired collateral dependent loans, an updated appraisal will typically be ordered if a current one is not on file.  Appraisals are performed by independent third-party appraisers with relevant industry experience. Adjustments to the appraised value may be made based on recent sales of like properties or general market conditions when appropriate.  The general component covers non-classified or performing loans and those loans classified as substandard or special mention that are not impaired.  The general component is based on historical loss experience adjusted for qualitative factors, such as current economic conditions, including current home sales and foreclosures, unemployment rates and retail sales.  Non-impaired classified loans are assigned a higher allowance factor based on an internal migration analysis, which increases with the severity of classification, than non-classified loans.

Estimates for the allowance for loan losses are determined by analyzing historical losses, historical migration to charge-off experience, current trends in delinquencies and charge-offs, the results of regulatory examinations and changes in the size, composition and risk assessment of the loan portfolio. Also included in management’s estimate for the allowance for loan losses are considerations with respect to the impact of current economic events. These events may include, but are not limited to, fluctuations in overall interest rates, political conditions, legislation that may directly or indirectly affect the banking industry and economic conditions affecting specific geographical areas and industries in which the Company conducts business.

While management uses the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses and methodology may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates. A detailed discussion of the methodology used in determining the allowance for loan losses is included in Note 1, Basis of Presentation, in Notes to Consolidated Financial Statements.

Fair Value of Financial Instruments: A portion of the Company’s assets and liabilities is carried at fair value, with changes in fair value recorded either in earnings or accumulated other comprehensive income (loss). These include investment securities available for sale and interest rate loan swaps on qualifying commercial loans. Periodically, the estimation of fair value also affects investment securities held to maturity when it is determined that an impairment write-down is other than temporary. Fair value determination is also relevant for certain other assets such as other real estate owned, which is recorded at the lower of the recorded balance or fair value, less estimated costs to sell. The determination of fair value also impacts certain other assets that are periodically evaluated for impairment using fair value estimates, including impaired loans.

Fair value is generally based upon quoted market prices, when available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use observable market-based parameters as inputs. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as other unobservable parameters. Any such valuation adjustments are applied consistently over time. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

35

See Note 20, Fair Value Presentation, in Notes to Consolidated Financial Statements for a detailed discussion of determining fair value, including pricing validation processes.

Income Taxes: The Company’s income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated taxes due. The calculation of each component of the Company’s income tax provision is complex and requires the use of estimates and judgments in its determination. As part of the Company’s evaluation and implementation of business strategies, consideration is given to the regulations and tax laws that apply to the specific facts and circumstances for any tax positions under evaluation. Management closely monitors tax developments on both the federal and state level in order to evaluate the effect they may have on the Company’s overall tax position and the estimates and judgments used in determining the income tax provision and records adjustments as necessary.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expenses. In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company must consider all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. A valuation allowance is recognized for a deferred tax asset if, based on the available evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized. See Note 11, Income Taxes, in Notes to Consolidated Financial Statements for additional information.

Computer Software: The Company incurs certain costs to develop commercial software. For software that is to be sold, significant areas of judgment include: establishing when technological feasibility has been met and costs should be capitalized, determining the appropriate period over which to amortize the capitalized costs based on the estimated useful lives, estimating the marketability of the commercial software product and related future revenues, and assessing the unamortized cost balances for impairment. Costs incurred prior to establishing technological feasibility are expensed as incurred. Amortization begins on the date of general release and the appropriate amortization period is based on estimates of future revenues from sales of the products. We consider various factors to project marketability and future revenues, including an assessment of alternative solutions or products, current demand for the product, and anticipated changes in technology that may make the product obsolete.

The Bank’s computer software developments are described more fully in Note 8 in the December 31, 2021, Consolidated Financial Statements.

Derivative Financial Instruments: The Bank recognizes derivative financial instruments at fair value as either other assets or other liabilities in the consolidated balance sheet. The Bank’s derivative financial instruments include interest rate swaps with certain qualifying commercial loan customers and dealer counterparties. Because the interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, adjustments to reflect unrealized gains and losses resulting from changes in fair value of these instruments are reported as noninterest income or noninterest expense, as applicable. The Bank’s interest rate swaps with loan customers and dealer counterparties are described more fully in Note 19 in the December 31, 2021, Consolidated Financial Statements.

Selected Financial Data

The following table sets forth summarized historical consolidated financial information for each of the periods indicated. This information should be read together with the accompanying consolidated financial statements included in this Form 10-K. The historical information indicated as of and for the years ended December 31, 2021 2020 and 2019, has been derived from the Company's audited consolidated financial statements for the years ended December 31, 2021, 2020 and 2019. Historical results set forth below and elsewhere in this Form 10-K are not necessarily indicative of future performance

At December 31,
20212020
(In thousands)
Selected Financial Condition Data:
Total assets$1,647,402$1,643,165
Total cash and cash equivalents93,199107,528
Total investment securities120,262169,934
Loans held for sale57,006
Loans receivable, net1,341,7601,230,379
Bank-owned life insurance36,24125,341
Premises and equipment, net14,86314,289
Computer software, net of amortization2,493
Total deposits1,411,9631,438,246
FHLB advances and other borrowings
Subordinated debt29,29414,834
Total stockholders’ equity188,788167,665

36

For the year ended December 31,
20212020
(In thousands)
Selected Operating Data:
Interest income$64,199$62,072
Interest expense10,66316,095
Net interest income53,53645,977
Provision for (recovery of) loan losses(1,175)3,610
Net interest income after provision for (recovery of) loan losses54,71142,367
Total non-interest income6,1107,493
Total non-interest expenses32,86530,300
Income before income taxes27,95619,560
Income tax expense5,7853,843
Net income22,17115,717
Less: Preferred stock dividends2,156635
Net income available to common shareholders$20,015$15,082
Basic and diluted net income per common share$2.65$1.85
At or For the Years Ended December 31,
20212020
Performance Ratios:
Return on average assets1.32%1.05%
Return on average equity12.38%10.54%
Interest rate spread2.94%2.69%
Net interest margin3.33%3.21%
Efficiency ratio55.10%56.67%
Non-interest expense to average assets1.95%2.02%
Average interest-earning assets to average interest-bearing liabilities159.31%146.99%
Per share Data and Shares Outstanding
Earnings per common share (basic and diluted)$2.65$1.85
Book value per common share$21.27$18.86
Market value per common share$24.59$16.91
Weighted average common shares (basic and diluted)7,559,3108,131,334
Common shares outstanding at end of period7,595,7817,443,842
Capital Ratios (Bank)
Common equity tier 1(CET1) capital to risk-weighted assets15.23%13.61%
Total risk-based capital to risk-weighted assets16.06%14.60%
Tier 1 capital to risk-weighted assets15.23%13.61%
Tier 1 capital to average assets12.90%10.78%
Asset Quality Ratios
Allowance for loan losses as a percentage of total loans0.86%1.03%
Allowance for loan losses as a percentage of total loans, excluding PPP loans (1)0.90%1.16%
Allowance for loan losses to non-performing assets15.099.68
Net charge-offs to average outstanding loans during the period0.00%0.03%
Non-performing loans as a percentage of total loans0.00%0.01%
Non-performing assets as a percentage of total assets0.05%0.08%
Other Data:
Common equity / total assets9.80%8.54%
Total equity / total assets11.46%10.20%
Average equity to average assets10.63%9.96%
Number of offices67
Number of full-time equivalent employees138126

37

Column 1Column 2
(1)Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.

Analysis of Results of Operations for the Years Ended December 31, 2021 and 2020

Net Income

The following table sets forth the principal components of net income for the periods indicated.

For the Year Ended December 31,
20212020% Change
(In thousands)
Interest income$64,199$62,0723.43%
Interest expense10,66316,095-33.75%
Net interest income53,53645,97716.44%
Provision for (recovery of) loan losses(1,175)3,610-132.55%
Net interest income after provision54,71142,36729.14%
Non-interest income6,1107,451-18.00%
Non-interest expense32,86530,2588.62%
Net income before income taxes27,95619,56042.92%
Income tax expense5,7853,84350.53%
Net income22,17115,71741.06%
Less: Preferred stock dividends2,156635239.53%
Net income available to common shareholders$20,015$15,08232.71%

Net income for the year ended December 31, 2021, was $22.2 million, an increase of $6.5 million, or 41.1% compared to $15.7 million earned during the year ended December 31, 2020. The increase in net income was due to $7.6 million of additional net interest income, primarily driven by increased volume of loans and decrease in interest rates on interest-bearing deposits, as well as a recovery of loan loss provision of $1.2 million. The increase in non-interest expenses was due to a $1.4 million increase in salaries and employee benefits and increases in general operating expenses.

Net Interest Income and Net Interest Margin

Net interest income is the principal component of the Company’s income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest margin, stated as a percentage, is the yield obtained by dividing the difference between interest income generated on earning assets and the interest expense paid on all funding sources by average earning assets. Fluctuations in interest rates as well as changes in the volume and mix of earning assets and interest-bearing liabilities can impact net interest income and net interest margin.

Net interest income before provision for or recovery of loan losses totaled $53.5 million for the year ended December 31, 2021, compared to $46.0 million for the year ended December 31, 2020. The increase in net interest income was driven by an increase in loan production and decrease in interest rates on interest-bearing deposits during the year for the year ended December 31, 2021.

The net interest margin was 3.33% for the year ended December 31, 2021, compared to 3.21% for the year ended December 31, 2020. The increase in net interest margin primarily resulted from a decrease in average rates on our cost of funds, primarily in wholesale deposits, money market deposits and other borrowings. The increase from lower cost deposits were offset by set continued margin pressure on our loan portfolio and other interest earning assets. In addition, loans associated with the Paycheck Protection Program (“PPP”) carried a below market rate of 1.00%.

The yield for the year ended December 31, 2021 for the loan portfolio was 4.79% compared to 4.89% for the year ended December 31, 2020. The decrease primarily reflects the maturity of higher yielding loans and lower yields on new loans based on lower interest rates originated during the year. The Federal Reserve decreased its targeted benchmark interest rate to 0-25 basis points in the prior year, which impacted yields obtained on new loans.

For the year ended December 31, 2021, the yield on the total investment securities portfolio was 2.32% compared to 2.63% for the year ended December 31, 2020. The decrease of 31 basis points was primarily due to rates on variable securities decreasing with the current rate environment and lower yields on investment securities purchased during the period.

The rate paid on interest bearing deposits decreased to 0.90% during the year ended December 31, 2021, from 1.58% during the year ended December 31, 2020. This decrease was a result of lower rates paid on all outstanding deposits in conjunction with the decreasing rate environment throughout the year.

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The rate paid on FHLB borrowings for the year ended December 31, 2021 was negligible compared to 1.73% for the corresponding period in 2020. This decrease was due to no outstanding balances for these types of borrowings.

The following table sets forth the major components of net interest income and the related yields and rates for the year ended December 31, 2021, compared to the year ended December 31, 2020.

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.

For the Year Ended December 31,
20212020
Average BalanceInterest Income/ ExpenseYield/ CostAverage BalanceInterest Income/ ExpenseYield/ Cost
(Dollars in thousands)
Interest-earning assets:
Loans (1)$1,289,445$61,7434.79%$1,219,525$59,6344.89%
Investment securities99,9022,3222.32%76,4142,0072.63%
Federal funds sold73,171630.09%22,722840.37%
Interest-bearing deposits143,265710.05%$112,9663470.31%
Total interest-earning assets$1,605,783$64,1994.00%1,431,627$62,0724.34%
Non-interest-earning assets79,35766,561
Total assets$1,685,140$1,498,188
Interest-bearing liabilities:
Interest-bearing demand deposits$67,897$2290.34%$37,431$3170.85%
Money market deposits333,1607720.23%314,3982,1620.69%
Savings and NOW deposits74,9751650.22%66,0282210.33%
Time deposits498,0017,6131.53%535,11612,3222.30%
Total interest-bearing deposits$974,033$8,7790.90%$952,973$15,0221.58%
Federal Home Loan Bank advances0.00%6,1891071.73%
Subordinated debt33,9531,8845.55%14,8209666.52%
Total interest-bearing liabilities$1,007,986$10,6631.06%$973,982$16,0951.65%
Non-interest-bearing liabilities:
Demand deposits and other liabilities498,031375,046
Total liabilities$1,506,017$1,349,028
Stockholders’ Equity179,123149,160
Total liabilities and stockholders’ equity$1,685,140$1,498,188
Net interest income$53,536$45,977
Interest rate spread (2)2.94%2.69%
Net interest-earning assets (3)$597,797$457,645
Net interest margin (4)3.33%3.21%
Net interest margin, excluding PPP loans(5)3.19%3.21%
Average interest-earning assets to average interest-bearing liabilities159.31%146.99%
Column 1Column 2
(1)Includes loans classified as non-accrual, average PPP balances of $123.5 million, average balances of loans held for sale and related interest income of approximately $1.2 million for the year ended December 31, 2021.
Column 1Column 2
(2)Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.
Column 1Column 2
(3)Net interest earning assets represent total average interest–earning assets less total interest–bearing liabilities.
Column 1Column 2
(4)Net interest margin represents net interest income divided by total average interest-earning assets.
Column 1Column 2
(5)Non-GAAP; refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section “Non-GAAP Measures” of this Form 10-K.

39

Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

For the Twelve Months Ended
December 31, 2021 and 2020
Increase (Decrease) Due toTotal Increase
VolumeRate(Decrease)
(In thousands)
Interest-earning assets:
Loans$3,353$(1,244)$2,109
Investment securities570(255)315
Federal funds and interest-bearing deposits173(470)(297)
Total interest-bearing assets$4,096$(1,969)$2,127
Interest-bearing liabilities:
Interest-bearing demand deposits$169$(257)$(88)
Money market deposit accounts123(1,513)(1,390)
Savings and NOW deposits26(82)(56)
Time deposits(808)(3,901)(4,709)
Total deposits$(490)$(5,753)$(6,243)
Federal Home Loan Bank advances(107)(107)
Subordinated debt1,081(163)918
Total interest-bearing liabilities484(5,916)(5,432)
Change in net interest income$3,612$3,947$7,559

Provision for Loan Losses

We establish a provision for loan losses, which is charged to operations, in order to maintain the allowance for loan losses at a level we consider necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimated at the balance sheet date. In determining the level of the allowance for loan losses, we consider past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates as more information becomes available or economic conditions change.

This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as circumstances change as more information becomes available. The allowance for loan losses is assessed on a monthly basis and provisions are made for loan losses as required in order to maintain the allowance.

The provision for loan losses decreased to a recovery of loan loss provision of $1.2 million for the year ended. The decrease is as a direct result of recovering the special COVID-19 pandemic provision that was provisioned for in 2020. After assessing the impact that the COVID-19 pandemic had our loan portfolio and analyzing the credit strength we have been able to maintain, management believes we no longer needed the special COVID-19 provision we assessed in 2020. The portfolio continues to consistently perform well as management monitors key economic indicators that could have an impact on our loan profile. Offsetting this decrease were increases in loan loss provision due to normal loan growth. Loan originations increased $166.2 million, which totalled $409.4 million for the year ended December 31, 2020 compared to loan originations of $575.6 million for the year ended December 31, 2021. Loan originations included $52.0 million in PPP loans during the year ended December 31, 2021. Non-performing loans were $149,000 at December 31, 2020 and $0 at December 31, 2021. During the year ended December 31, 2021, substandard loans increased $3.2 million for a balance of $5.3 million. During the year ended December 31, 2021, special mention loans increased $15.5 million, however this increase is attributable to one relationship in the hospitality industry and is being actively managed. Management does not believe any loss currently exists in these loans but due to the disproportionate impact COVID-19 has had on the hospitality industry, the Bank is managing these credits closely. During the year ended December 31, 2021, there were $32,000 in charge-offs and recoveries of $27,000 were received. During the year ended December 31, 2020, there were $1.9 million in charge-offs recorded and recoveries received of $1.5 million.

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Non-Interest Income

Our primary sources of non-interest income are service charges on deposit accounts, such as interchange fees and statement fees, income earned on bank owned life insurance, fees earned from executing interest rate swaps on commercial loans, and gains realized on the sale of the guaranteed portion of Small Business Administration (“SBA”) loans.

The following table presents, for the period indicated, the major categories of non-interest income:

For the Year Ended December 31,
20212020% Change
(In thousands)
Non-interest income
Deposit account service charges$2,426$1,91626.62%
Bank owned life insurance income90077915.53%
Loan swap fee income833,510-97.64%
Net gain on called held-to-maturity securities6-100.00%
Net gain on sale of loans847332466.67%
Other fee income1,8481,21352.35%
Total non-interest income$6,110$7,451-18.00%

Non-interest income decreased $1.3 million, or 18.0%, to $6.1 million for the year ended December 31, 2021 from $7.5 million for the year ended December 31, 2020. The decrease in non-interest income was primarily due to a decrease in fees earned from executing interest rate swaps on commercial loans for the year ended December 31, 2021. Fees earned on interest rate swaps for commercial loans decreased $3.4 million, or 97.6%, to $83,000 for the year ended December 31, 2021 from $3.5 million for the year ended December 31, 2020. This increase was purely related to the volume of interest rate swaps entered into during 2020 compared to 2021. This decrease was offset by an increase in service fees on our business accounts of $510,000 for the year ended December 31, 2021. Gains on sale of loans increased $814,000 compared the same period in 2020, this increase was attributed to the sale of loans held for sale and the guaranteed portion of SBA loans. Bank owned life insurance income increased $121,000 for the year ended December 31, 2021 compared to the year ended December 31, 2020, due to additional policies purchased later in the prior year and being able to realize the income for a full year.

Non-Interest Expense

Generally, non-interest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest component of non-interest expense is salaries and employee benefits. Non-interest expense also includes operational expenses, such as occupancy and equipment expenses, professional fees, advertising expenses and other general and administrative expenses, including FDIC assessments, communications, travel, meals, training, supplies and postage. The following table presents, for the periods indicated, the major categories of non-interest expense:

For the Year Ended December 31,
20212020% Change
(In thousands)
Non-interest expense
Salaries and employee benefits$19,305$17,9377.63%
Occupancy expenses1,5411,27021.34%
Furniture and equipment expenses2,4682,12815.98%
Advertising and marketing1,5651,00356.03%
Outside services1,39495945.36%
Administrative expenses6856741.63%
Franchise tax1,5441,37012.70%
FDIC insurance1,0511,329-20.92%
Data processing1,1891,242-4.27%
Other real estate expenses, net84459-81.70%
Other operating expenses2,0391,8878.06%
Total non-interest expense$32,865$30,2588.62%

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Non-interest expense increased $2.6 million or 8.6% to $32.9 million for the year ended December 31, 2021 from $30.3 million for the year ended December 31, 2020 primarily as a result of increases in salary and employee benefits of $1.4 million, advertising and marketing expenses of $562,000 and outside services of $435,000. Salaries and employee benefits expense increased by $1.4 million to $19.3 million for the year ended December 31, 2021 from $17.9 million for the year ended December 31, 2020 primarily as a result of increasing our personnel team members by 12 employees. Advertising and marketing increased $562,000, or 56.0%, to $1.5 million for the year ended December 31, 2021 from $1.0 million for the year ended December 31, 2021. Outside service expenses increased $435,000, or 45.4%, to $1.4 million for the year ended December 31, 2021, due to investments in the Company’s payments division and other technological infrastructure. Offsetting these increases, our FDIC insurance decreased approximately $278,000 to $1.1 million for the year ended December 31, 2021 from $1.3 million for the year ended December 31, 2020. This decrease was attributed to continued financial strength that resulted in a reduction of FDIC assessments.

Income Tax Expense

Income tax expense increased $1.9 million, or 50.5%, to $5.8 million for the year ended December 31, 2021 from $3.8 million for the year ended December 31, 2020. The increase in federal income tax expense for the year ended December 31, 2021 compared to the same period a year ago was driven by the increase in income before income taxes of $8.4 million, or 42.9%, to $28.0 million as of December 31, 2021 compared to $19.6 million for the same period in the prior year. As a result of tax regulation, the Company has included assessments in income tax expense for state tax liabilities during 2021. For the year ended December 31, 2021, the Bank had an effective tax rate of 20.7%, compared to effective federal tax rate of 19.6% for the year ended December 31, 2020.

a division of MainStreet Bank

Analysis of Results of Operations for the Year Ended December 31, 2021

Net Income

The following table sets forth the principal components of net income for Avenu for the period indicated. All amounts set forth are included in the Results of Operations for the Year Ended December 31, 2021 for MainStreet Bancshares, Inc.

For the Year Ended December 31,
2021
(In thousands)
Income Statement
Service charge income$904
Other income46
Total income950
Salaries and employee benefits521
Outside services235
Data processing60
Other operating expenses53
Total expense869
Net income before taxes$81

Net income for the year ended December 31, 2021, was $81,000 and serves as a “value-add” to MainStreet Bank. Net income of $81,000 does not include transfer pricing on the $68.7 million in non-interest bearing deposits that greatly enhances the overall value Avenu brings to the Company. Avenu is developing a comprehensive hosted BaaS software platform that will provide Fintechs with a subledger integrated within a regulatory compliant framework, easily connectable APIs, and access to banking payment networks. Avenu expects to deploy this platform in 2022.

Comparison of Statements of Financial Condition at December 31, 2021 and at December 31, 2020

Total Assets

Total assets increased $4.2 million, or 0.3%, to $1.6 billion at December 31, 2021 from $1.6 billion at December 31, 2020. The increase was primarily the result of increases of $109.5 million in gross loans receivable, $11.0 million restricted securities, and $10.9 million in bank owned life insurance. These increases were offset by decreases in cash equivalents and other assets of $14.3 million and $8.8 million, respectively.

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Investment Securities

We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital and liquidity requirements. Our investment policy is established and reviewed annually by the Board of Directors. We are permitted under federal law to invest in various types of liquid assets, including United States Government obligations, securities of various federal agencies and of state and municipal governments, mortgage-backed securities, time deposits of federally insured institutions, subordinated debt of other financial institutions, certain bankers’ acceptances and federal funds.

Our investment objectives are to maintain high asset quality, to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to generate a favorable return. The Board of Directors has the overall responsibility for the investment portfolio, including approval of our investment policy. The Board of Directors is also responsible for implementation of the investment policy and monitoring investment performance. The Board of Directors reviews the status of the investment portfolio on a quarterly basis, or more frequently if warranted.

Generally accepted accounting principles require that, at the time of purchase, we designate a security as held to maturity, available-for-sale, or trading, depending on our ability and intent to hold such security. Debt securities available for sale are reported at fair value, while debt securities held to maturity are reported at amortized cost. We do not maintain a trading portfolio. Establishing a trading portfolio would require specific authorization by the Board of Directors.

The total investment securities portfolio, including both investment securities available for sale and investment securities held to maturity, was $120.3 million at December 31, 2021, a decrease of $49.7 million compared with December 31, 2020. At December 31, 2021, the investment securities portfolio includes $99.9 million of investment securities available for sale and $20.3 million of investment securities held to maturity compared to $147.4 million of investment securities available for sale and $22.5 million of investment securities held to maturity at December 31, 2020.

The Company did not sell any securities within the investment portfolio for the year ended December 31, 2021 or 2020.

While all securities are reviewed by the Company for other-than-temporary impairments (“OTTI”), the securities that typically are impacted by credit impairment are non-agency collateralized mortgage obligations and asset-backed securities. Refer to Note 3, in Notes to Consolidated Financial Statements for further details. To date, we have had no OTTI.

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at December 31, 2021, are summarized in the following table. Maturities are based on the final contractual payment date, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Adjustable-rate mortgage-backed securities are included in the period in which interest rates are next scheduled to adjust. The Company does invest in both taxable and non-taxable municipal securities. No material changes occurred in the non-taxable security portfolio for the year ended December 31, 2021.

More than One YearMore than Five YearsMore than
One Year or Lessthrough Five Yearsthrough Ten YearsTen YearsTotal
WeightedWeightedWeightedWeightedWeighted
AmortizedAverageAmortizedAverageAmortizedAverageAmortizedAverageAmortizedFairAverage
CostYield (1)CostYield (1)CostYield (1)CostYield (1)CostValueYield (1)
(Dollars in thousands)
Securities available for sale:
U.S. Treasury Securities$20,000$$$$20,000$20,000
Collateralized Mortgage Securities24.62%31,5191.21%31,52130,8821.21%
Subordinated Debt8,7203.91%8,7208,7043.91%
Municipal Securities
Taxable1,0022.69%1,4251.55%8,2772.43%10,70410,5572.34%
Tax-exempt7824.48%22,1963.43%22,97824,1433.46%
U.S. Government Agencies5,7252.04%5,7255,6272.04%
Total$20,002$1,0022.69%$10,9273.64%$67,7172.16%$99,648$99,9132.37%
Securities held to maturity:
Municipal Securities
Tax-exempt$$1,3293.76%$8,2733.81%$8,2473.87%$17,849$18,6443.84%
Subordinated Debt2,5005.60%2,5002,5005.60%
Total$$1,3293.76%$10,7734.23%$8,2473.87%$20,349$21,1444.05%
Column 1Column 2Column 3
(1)Yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%

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Loan Portfolio

Our primary source of income is derived from interest earned on loans. Our loan portfolio consists of loans secured by real estate as well as commercial business loans and consumer loans, substantially all of which are secured by corresponding deposits at the Bank. Our loan customers primarily consist of small- to medium-sized businesses, professionals, real estate investors, small residential builders and individuals. Our owner occupied and investment commercial real estate loans, residential construction loans and commercial business loans provide us with higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, and are complemented by our relatively lower risk residential real estate loans to individuals. Our lending activities are principally directed to our market area consisting of the Washington, D.C. and Northern Virginia metropolitan areas.

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2021. Demand loans, having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

As of December 31, 2021
Single-FamilyMulti-FamilyFarmlandOwner OccupiedNon-owner Occupied
(In thousands)
Amounts due in:
One year or less$35,627$2,621$488$7,447$46,318
After one year through two years7,86925,9776701,15839,186
After two years through three years5,23647,44616,89520,128
After three years through five years26,20622,96821,83339,138
After five years through fifteen years68,47238,693165119,126216,254
After fifteen years17,9526,62777
Total$161,362$137,705$1,323$173,086$361,101
Construction and Land DevelopmentCommercial and IndustrialConsumerTotal
Amounts due in:(In thousands)
One year or less$188,339$36,799$250$317,889
After one year through two years41,8649,6913,055129,470
After two years through three years2,3332,8445,627100,509
After three years through five years4,81368,1048,231191,293
After five years through fifteen years99,82446,5766,008595,118
After fifteen years24,656
Total$337,173$164,014$23,171$1,358,935

The following table sets forth our fixed and adjustable-rate loans at December 31, 2021 that are contractually due after December 31, 2021.

Due After December 31, 2021
FixedAdjustable
RatesRatesTotal
(In thousands)
Residential real estate:
Single family$33,247$128,115$161,362
Multifamily89,98847,717137,705
Farmland8354881,323
Commercial real estate:
Owner occupied74,45098,636173,086
Non-owner occupied90,614270,487361,101
Construction and land development18,253318,920337,173
Commercial – non-real estate:
Commercial and industrial105,91358,101164,014
Consumer – non-real estate:
Unsecured185185
Secured21,5391,44722,986
Totals$435,024$923,911$1,358,935

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The following table shows our loan originations, participations, purchases, sales and repayment activities for the periods indicated.

Years Ended December 31,
20212020
(In thousands)
Total loans at beginning of year:$1,249,435$1,042,146
Loans originated:
Real estate loans:
Residential real estate:
Single family61,57845,993
Multifamily85,89028,149
Farmland488
Commercial real estate:
Owner occupied49,59317,581
Non-owner occupied70,67252,154
Construction and land development194,797118,241
Commercial – non-real estate:
Commercial and industrial110,929146,847
Consumer – non-real estate:
Unsecured185324
Secured1,427118
Total loans originated:575,559409,407
Loan principal repayments:
Principal repayments492,105144,750
Loans transferred to other real estate owned:
Transfers to other real estate owned362
Loans transferred to (from) loans held for sale:
Transfers to (from) loans held for sale(26,046)57,006
Net loan activity109,500207,289
Total loans at the end of year$1,358,935$1,249,435

Loans, net of unearned income, totaled $1.4 billion at December 31, 2021, an increase of $109.5 million from December 31, 2020. The increase in total loans was primarily driven by growth in the overall loan portfolio, with significant increases in multifamily residential real estate, as well as the non-owner occupied commercial real estate portfolio.

Asset Quality

The Company’s asset quality remained strong during the year ended December 31, 2021. Nonperforming assets, which includes nonaccrual loans, accruing loans 90 days past due, accruing troubled debt restructured (“TDR”) loans 90 days past due, and other real estate owned totaled $775,000 at December 31, 2021 and $1.3 million at December 31, 2020.

A loan’s past due status is based on the contractual due date of the most delinquent payment due. All loans which are 30 or more days past due at the end of the month are reported to the Board of Directors. Commercial loans are generally placed on nonaccrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Consumer loans are generally placed on nonaccrual status when the collection of principal or interest is 120 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. For those loans that are carried on nonaccrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed.

The Company may identify loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default,

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management will consider the likelihood that cash flow shortages, adverse economic conditions and negative trends may result in a payment default in the near future.

As a percentage of total assets, nonperforming assets were 0.05% at December 31, 2021 compared with 0.08% at December 31, 2020. As of December 31, 2021, the Company had no loans placed on nonaccrual status.

See Note 1, Organization, Basis of Presentation, and Impact of Recently Issued Accounting Pronouncements and Note 5, Allowance for Loan Losses, in Notes to Consolidated Financial Statements for further information on the Company’s credit grade categories, which are derived from standard regulatory rating definitions.

The following table summarizes asset quality information at December 31, 2021 and December 31, 2020.

December 31,December 31,
20212020
(Dollars in thousands)
Non-accrual loans:
Residential real estate
Single family$$149
Total non-accrual loans149
Total non-performing loans149
Other real estate owned7751,180
Total non-performing assets$775$1,329
Ratios:
Total non-performing loans to gross loans receivable0.00%0.01%
Total non-performing loans to total assets0.00%0.01%
Total non-performing assets to total assets0.05%0.08%

Interest income that would have been recorded for the years ended December 31, 2021 and 2020 had non-accruing loans been current according to their original terms amounted to $0 and $45 respectively. We did not recognize any interest income for these loans for the years ended December 31, 2021 and 2020, respectively.

According to United States generally accepted accounting principles, restructuring a debt constitutes a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider.  The CARES Act states that from March 1, 2020, until the end of the year (unless the President terminates the COVID-19 emergency declaration sooner), financial institutions may elect to suspend the TDR accounting principles for loan modifications related to COVID-19. The Consolidated Appropriations Act of 2021, enacted in December 2020, extended this relief to the earlier of January 1, 2022 or the first day of a bank’s fiscal year that begins after the national emergency ends.

The suspension applies during the modification.  A modification can be a forbearance agreement, a new repayment plan, interest rate modification, or any other arrangement that defers or delays the payment of principal or interest.  This provision applies only to loans that were current or less than 30 days past due on payments as of December 31, 2019.

The agencies are to defer to the financial institutions to suspend the TDR requirements.  Financial institutions may presume that borrowers current on payments are not experiencing financial difficulties at modification to determine TDR status, and no further TDR analysis is required for each loan modification in the program.  Examiners will exercise judgment in reviewing loan modifications, including TDRs, will not automatically adversely risk rate credits affected by COVID-19, and will not criticize prudent efforts to modify the terms on existing loans to affected customers.

As of December 31, 2021, there were no loans not disclosed in the above table, where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms.

Analysis and Determination of the Allowance for Loan Losses. The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable and estimable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loans losses which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is

46

based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss or loan pools, the fair value of the underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses. An integral part of their examination process, the Federal Reserve Board will periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses.

The following table sets forth activity in our allowance for loan losses for the periods indicated.

For the Year Ended December 31,For the Year Ended December 31,
20212020
(Dollars in thousands)
Balance at beginning of year$12,877$9,584
Charge-offs:
Commercial real estate(1)
Commercial industrial(1,792)
Consumer(32)(60)
Total charge-offs(32)(1,853)
Recoveries:
Residential real estate2
Commercial and industrial111,526
Consumer168
Total recoveries271,536
Net charge-offs(5)(317)
Provision for (recovery of) loan losses(1,175)3,610
Balance at end of period$11,697$12,877
Ratios:
Net charge offs to average loans outstanding (annualized)0.00%0.03%
Allowance for loan losses to non-performing loans at end of periodN/A8,642.28
Allowance for loan losses to gross loans at end of period0.86%1.03%

At December 31, 2021, our allowance for loan losses represented 0.86 % of total loans and had no non-performing loans. The allowance for loan losses decreased to $11.7 million at December 31, 2021 from $12.9 million at December 31, 2020 primarily as a direct result of recovering provisions for loan losses in response to the COVID-19 pandemic that were assessed as no longer necessary. These provision recoveries were offset by provision expense on newly originated loans. There were $5,000 and $317,000 in net loan charge-offs during the years ended December 31, 2021 and December 31, 2020, respectively.

Allocation of Allowance for Loan Losses.  The following table sets forth the allowance for loan losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated.  The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

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At December 31,
20212020
(Dollars in thousands)Allowance for Loan LossesPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total LoansAllowance for Loan LossesPercent of Allowance in Each Category to Total Allocated AllowancePercent of Loans in Each Category to Total Loans
Residential Real Estate:
Single family$1,1199.57%11.87%$1,0197.91%11.15%
Multifamily5514.71%10.13%2031.58%3.39%
Farmland20.02%0.10%10.01%0.07%
Commercial Real Estate:
Owner occupied1,85915.89%12.74%1,87814.58%11.35%
Non-owner occupied3,83032.74%26.57%4,67436.30%26.10%
Construction and Land Development2,69723.06%24.81%3,32625.83%26.00%
Commercial – Non Real Estate:
Commercial and industrial (1)1,54013.17%12.07%1,40510.91%18.41%
Consumer – Non Real Estate:
Unsecured320.27%0.01%110.09%0.02%
Secured670.57%1.70%3602.80%3.51%
Total$11,697100.0%100.0%$12,877100.0%100.0%
Column 1Column 2Column 3
(1)No allowance assigned to $58.3 million in PPP loans due to SBA guarantee

Funding Activities

Deposits are the primary source of funds for lending and investing activities and their cost is the largest category of interest expense. The Company also utilizes brokered deposits as a funding source in addition to customer deposits. Scheduled payments, as well as prepayments, and maturities from portfolios of loans and investment securities also provide a stable source of funds. FHLB advances, other secured borrowings, federal funds purchased, and other short-term borrowed funds, as well as longer-term debt issued through the capital markets, all provide supplemental liquidity sources. The Company’s funding activities are monitored and governed through the Company’s asset/liability management process

Deposits

Total deposits increased by $146.2 million from December 31, 2020 to December 31, 2021. Brokered deposits, which are included in the table below, totaled $245.5 million and $279.9 million at December 31, 2021 and December 31, 2020, respectively. The following table presents the Company’s average deposits segregated by major category for the year ended December 31, 2021:

At December 31,
20212020
Average BalancePercentWeighted Average RateAverage BalancePercentWeighted Average Rate
(Dollars in thousands)
Deposit type:
Interest-bearing demand$67,8974.67%0.34%$37,4312.86%0.85%
Money market333,16022.93%0.23%$314,39824.06%0.69%
Savings and NOW74,9755.16%0.22%$66,0285.05%0.33%
Time deposits498,00134.28%1.53%$535,11640.96%2.30%
Interest-bearing deposits974,03367.05%0.90%952,97372.94%1.58%
Non-interest bearing demand478,72732.95%353,59127.06%
Total deposits$1,452,760100.00%0.60%$1,306,564100.00%1.15%

The overall increase in total deposits was primarily driven by an increase in non-interest bearing demand deposits and money market deposits largely due to our deposit gather strategies as well as balances related to the PPP initiative. The increase was partially offset by a

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decrease in time deposits. Time deposits decreased from December 31, 2021 compared to December 31, 2020 primarily as a result of decreasing our more expensive wholesale deposits and replacing them with low cost and non-interest bearing deposits.

The Company had $682.2 million in total deposits in excess of the FDIC insurance limit of $250,000.

Certificates of deposit in amounts in excess of the FDIC insurance limit of $250,000 totaled approximately $249.9 million. The following table sets forth the maturity of these certificates as of December 31, 2021.

December 31, 2021
(In thousands)
Maturity period:
Three months or less$9,916
Over three through six months37,662
Over six through twelve months17,708
Over twelve months through three years184,004
Over three years604
Total$249,894

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The following table sets forth all of our time deposits classified by interest rate as of the dates indicated.

At December 31,
20212020
(In thousands)
Interest Rate Range:
0.01 – 0.99%$274,274$156,499
1.00 – 1.99%19,59661,188
2.00 – 2.99%144,731247,456
3.00 and greater20,54731,600
Total$459,148$496,743

The following table sets forth by interest rate ranges information concerning the maturities of our certificates of deposit as of December 31, 2021.

Period to Maturity
Less Than or Equal to One YearMore Than One to Two YearsMore Than Two to Three YearsMore Than Three YearsTotalPercent of Total Certificate Accounts
(Dollars in thousands)
Interest Rate Range:
0.01 – 0.99%$126,141$116,497$11,636$20,000$274,27459.74%
1.00 – 1.99%17,3121,5181175519,5964.27%
2.00 – 2.99%58,72744,60540,737662144,73131.52%
3.00 and greater5,08413,3072,15620,5474.47%
Total$207,264$175,927$54,540$21,417$459,148100.00%

Borrowed Funds

We may obtain advances from the Federal Home Loan Bank of Richmond upon the security of the common stock we own in that bank and certain of our residential mortgage loans, provided certain standards related to creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. Federal Home Loan Bank advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending.

At December 31, 2021 and 2020, we were permitted to borrow up to an aggregate total of $414.0 million and $407.7 million, respectively, from the Federal Home Loan Bank of Richmond. There were Federal Home Loan Bank borrowings outstanding of $0 at December 31, 2021 and December 31, 2020. Additionally, we had credit availability of $104.0 million with correspondent banks for short-term liquidity needs, if necessary. No borrowings were outstanding at December 31, 2021 and 2020, under this facility.

Liquidity and Capital Resources

Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company’s ability to meet the day-to-day cash flow requirements of its customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves.

The Company assesses liquidity needs on a daily basis using a sophisticated monitoring system that identifies daily sources and uses for a rolling 30-day period. The Company also assesses liquidity needs under various scenarios of market conditions, asset growth and changes in credit ratings. The assessment includes liquidity stress testing which measures various sources and uses of funds under the different scenarios. The assessment provides regular monitoring of unused borrowing capacity and available sources of contingent liquidity to prepare for unexpected liquidity needs and to cover unanticipated events that could affect liquidity.

The asset portion of the balance sheet provides liquidity primarily through unencumbered debt securities available for sale, loan principal and interest payments, maturities and prepayments of investment securities held to maturity and, to a lesser extent, sales of investment debt securities available for sale. Other short-term investments such as federal funds sold and maturing interest- bearing deposits with other banks, are additional sources of liquidity.

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The liability portion of the balance sheet provides liquidity through various customers’ interest-bearing and noninterest-bearing deposit accounts and through FHLB and other borrowings. Brokered deposits, federal funds purchased, and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are used as necessary to fund asset growth and meet short-term liquidity needs.

In addition to the Company’s financial performance and condition, liquidity may be impacted by the Company’s structure as a bank holding company that is a separate legal entity from the Bank. The Company requires cash for various operating needs that could include payment of dividends to its stockholder, the servicing of debt, and the payment of general corporate expenses. The primary source of liquidity for the Company is dividends paid by the Bank. Applicable federal and state statutes and regulations impose restrictions on the amount of dividends that may be paid by the Bank. In addition to the formal statutes and regulations, regulatory authorities also consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. Any future dividends must be set forth in the Company's capital plans before any dividends can be paid.

The Company’s ability to raise funding at competitive prices is affected by the rating agencies’ views of the Company’s credit quality, liquidity, capital and earnings. Management meets with the rating agencies on a routine basis to discuss the current outlook for the Company.

The Board of Director and the Asset Liability Committee (ALCO) are responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of December 31, 2021.

We monitor and adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short-and intermediate-term securities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-earning deposits in other banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At December 31, 2021, cash and cash equivalents totaled $93.2 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $99.9 million at December 31, 2021.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $60.4 million and $17.0 million for the twelve months ended December 31, 2021 and December 31, 2020, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans and proceeds from maturing securities, was $60.5 million and $313.8 million for the twelve months ended December 31, 2021 and December 31, 2020, respectively. There were no sales of available-for-sale debt securities in 2021 or 2020. Net cash used in financing activities was $14.2 million and provided by financing activities was $339.4 million for the twelve months ended December 31, 2021 and 2020, respectively, which consisted primarily of decreases in interest bearing and increases in non-interest bearing deposits for the twelve months ended December 31, 2021. There were no net repayments from the Federal Home Loan Bank for year ended 2021.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of December 31, 2021, totaled $207.3 million of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds in the normal course of business, including other deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Management believes that the current sources of liquidity are adequate to meet the Company’s requirements and plans for continued growth.

Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank 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.

The federal regulatory capital rules apply to all depository institutions as well as to bank holding companies with consolidated assets of $3 billion or more. However, the regulatory capital requirements generally do not apply on a consolidated basis to a bank holding company with total consolidated assets of less than $3 billion unless the holding company: (1) is engaged in significant nonbanking activities either

51

directly or through a nonbank subsidiary; (2) conducts significant off-balance sheet activities (including securitization and asset management or administration) either directly or through a nonbank subsidiary; or (3) has a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the Securities and Exchange Commission. The Federal Reserve may apply the regulatory capital standards at its discretion to any bank holding company, regardless of asset size, if such action is warranted for supervisory purposes.

Because the Company has total consolidated assets of less than $3 billion and does not engage in activities that would trigger application of the federal regulatory capital rules, it is not at present subject to consolidated capital requirements under the such rules.

The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, became effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Under the Basel III rules, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2021 and 2020 is 2.50%. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of Total capital, Common Equity Tier 1 capital, and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).  Management believes, as of December 31, 2021, the Company and the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2021 and 2020, the most recent notification from the Federal Reserve Bank of Richmond categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Common Equity Tier 1 risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table.  There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual regulatory capital amounts and ratios as of December 31, 2021 and 2020 are presented in the table below.

ActualCapital Adequacy PurposesTo Be Well Capitalized Under the Prompt Corrective Action Provision
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
As of December 31, 2021
Total capital (to risk-weighted assets)$227,35916.06%$113,249≥ 8.0%$141,562≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$215,66215.23%$63,703≥ 4.5%$113,249≥ 8.0%
Tier 1 capital (to risk-weighted assets)$215,66215.23%$84,937≥ 6.0%$113,249≥ 8.0%
Tier 1 capital (to average assets)$215,66212.90%$66,898≥ 4.0%$83,622≥ 5.0%
As of December 31, 2020
Total capital (to risk-weighted assets)$189,53414.60%$103,872≥ 8.0%$129,840≥ 10.0%
Common equity tier 1 capital (to risk-weighted assets)$176,65713.61%$58,428≥ 4.5%$103,872≥ 8.0%
Tier 1 capital (to risk-weighted assets)$176,65713.61%$77,904≥ 6.0%$103,872≥ 8.0%
Tier 1 capital (to average assets)$176,65710.78%$65,557≥ 4.0%$81,946≥ 5.0%

Non-GAAP Measures

In reporting the results of December 31, 2021, the Company has provided supplemental performance measures on an operating basis. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company uses the non-GAAP measures discussed herein in its analysis of the Company’s performance.

Net interest margin excluding PPP loans, which is used in computing net interest margin, provides valuable additional insight into the net interest margin and the impact the Paycheck Protection Program has had on our financial metrics. The entire PPP adjustment is attributable to the interest received on PPP loans, which is lower than normal market rates, and fees recognized on PPP loans that are amortized ratably over the life of the loan.

The Company believes that Allowance for loan losses, excluding PPP to total loans is a meaningful supplement to GAAP financial measures and useful to investors because it measures the reserves placed aside to absorb possible credit losses inherent in the loan portfolio. PPP loans are backed by the full faith of the SBA and as such, we have not set aside reserves for this segment of the loan portfolio.

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The following table reconciles these non-GAAP measures from their respective GAAP basis measures for the years ended December 31,

For the year ended December 31,
(Dollars in thousands)20212020
Paycheck Protection Program adjustment impact
Loans held for investment (GAAP)$1,358,935$1,249,435
Less: PPP loans58,339135,180
Loans held for investment, excluding PPP (non-GAAP)1,300,5961,114,255
Average loans held for investment (GAAP)$1,289,445$1,219,525
Less: Average PPP loans123,538116,690
Average loans held for investment, excluding PPP (non-GAAP)1,165,9071,102,835
Net interest margin adjustment
Net interest income (GAAP)$53,536$45,977
Less: PPP fees recognized4,9732,598
Less: PPP interest income earned1,2351,167
Net interest income, excluding PPP income (non-GAAP)47,32842,212
Average interest earning assets (GAAP)$1,605,783$1,431,627
Less: average PPP loans123,538116,690
Average interest earning assets, excluding PPP (non-GAAP)1,482,2451,314,937
Net interest margin (GAAP)3.33%3.21%
Net interest margin, excluding PPP (non-GAAP)3.19%3.21%
Allowance for loan losses, adjusted
Allowance for loan losses (GAAP)$11,697$12,877
Total gross loans (GAAP)1,358,9351,249,435
Less: PPP loans58,339135,180
Total gross loans, excluding PPP loans (non-GAAP)1,300,5961,114,255
Allowance for loan losses to total loans, excluding PPP (non-GAAP)0.90%1.16%

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