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FIRST BANCORP NC

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

FBNC$65.31+1.1%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

Index

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Organization and Basis of Presentation

The consolidated financial statements include the accounts of First Bancorp (the “Company”) and its wholly owned subsidiary First Bank (the “Bank”). The Bank hasthree wholly owned subsidiaries that are fully consolidated, SBA Complete, Inc. (“SBA Complete”), Magnolia Financial, Inc. ("Magnolia Financial"), and First Troy SPE, LLC. All significant intercompany accounts and transactions have been eliminated. During the second quarter of 2024, SBA Complete became inactive with certain activities transitioning to the Bank.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes necessary for complete financial statements in accordance with GAAP. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of September 30, 2024, the consolidated results of income, comprehensive income and shareholders' equity for the three and nine months ended September 30, 2024 and 2023, and the consolidated cash flows for the nine months ended September 30, 2024 and 2023. Any such adjustments were of a normal, recurring nature. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes in the 2023 Annual Report for the year ended December 31, 2023. Operating results for interim period are not necessarily indicative of the results that may be expected for the full year.

In certain instances, amounts reported in prior years’ consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported shareholders’ equity or net income.

Refer to Note 1 of the 2023 Annual Report filed with the Securities and Exchange Commission (“SEC”) for a discussion of accounting policies and other relevant information with respect to the consolidated financial statements.

The Company has evaluated all subsequent events through the date the consolidated financial statements were issued.

Accounting Standards Adopted in 2024

Accounting Standards Update ("ASU") 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method” permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2023-02 did not have a significant impact on the Company's consolidated financial statements.

Accounting Standards Pending Adoption

ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures"amended existing guidance to improve disclosures about a public entity’s reportable segments and provide more detailed information about a reportable segment’s expenses. ASU 2023-07 clarifies that an entity which has a single reportable segment is to provide all the disclosures required by Topic 280 and ASU 2023-07. The amendment is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 is not expected to have a significant impact on the Company's consolidated financial statements.

ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” amends existing guidance to improve the transparency of income tax disclosures, including disclosure of specific categories in the rate reconciliation, providing additional information for certain reconciling items, and providing details on income taxes

Index

paid. The amendments are effective for annual periods beginning after December 15, 2024. The adoption of ASU 2023-09 is not expected to have a significant impact on the Company's consolidated financial statements.

Other accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("FASB") or other standards-setting bodies are not expected to have a material impact on the Company’s consolidated financial statements.

Note 2. Acquisitions

On January 1, 2023, the Company completed its acquisition of GrandSouth Bancorporation ("GrandSouth"), in an all-stock transaction. The results of GrandSouth are included beginning on the January 1, 2023 acquisition date. This transaction was accounted for using the acquisition method of accounting for business combinations, and accordingly, the assets acquired, intangible assets identified, and liabilities assumed of GrandSouth were recorded based on estimates of fair values as of January 1, 2023. The operations of GrandSouth have been integrated into existing First Bank operations and therefore separate results of operations or balance sheet information is not presented.

Note 3. Securities

The book values and approximate fair values of investment securities at September 30, 2024 and December 31, 2023 are summarized as follows:

($ in thousands) · September 30, 2024 · December 31, 2023
AmortizedCost · FairValue · Unrealized · AmortizedCost · FairValue · Unrealized
Gains · (Losses) · Gains · (Losses)
Securities available for sale:
U.S. Treasuries$—$—$—$—$174,785$172,570$—$(2,215)
Government-sponsored enterprise securities71,96862,872—(9,096)71,96460,266—(11,698)
Mortgage-backed securities2,150,8491,828,80239(322,086)2,323,6741,937,78430(385,920)
Corporate bonds16,17915,784—(395)19,67618,759—(917)
Total available for sale$2,238,996$1,907,458$39$(331,577)$2,590,099$2,189,379$30$(400,750)
Securities held to maturity:
Mortgage-backed securities$9,923$9,564$—$(359)$12,085$11,447$—$(638)
State and local governments511,878438,73629(73,171)521,593438,17639(83,456)
Total held to maturity$521,801$448,300$29$(73,530)$533,678$449,623$39$(84,094)

All of the Company’s mortgage-backed securities were issued by government-sponsored enterprises ("GSEs"), except for private mortgage-backed securities with a fair value of $0.7 million as of September 30, 2024 and December 31, 2023.

The following table presents information regarding all securities with unrealized losses at September 30, 2024:

Securities in an UnrealizedLoss Position forLess than Twelve MonthsSecurities in an UnrealizedLoss Position forMore than Twelve MonthsTotal
($ in thousands)Fair ValueUnrealizedLossesFair ValueUnrealizedLossesFair ValueUnrealizedLosses
Government-sponsored enterprise securities$—$—$62,872$9,096$62,872$9,096
Mortgage-backed securities318—1,835,466322,4451,835,784322,445
Corporate bonds3804913,65434614,034395
State and local governments520—433,11873,171433,63873,171
Total unrealized loss position$1,218$49$2,345,110$405,058$2,346,328$405,107

Index

The following table presents information regarding all securities with unrealized losses at December 31, 2023:

Securities in an UnrealizedLoss Position forLess than Twelve MonthsSecurities in an UnrealizedLoss Position forMore than Twelve MonthsTotal
($ in thousands)Fair ValueUnrealizedLossesFair ValueUnrealizedLossesFair ValueUnrealizedLosses
U.S. Treasuries$—$—$172,570$2,215$172,570$2,215
Government-sponsored enterprise securities——60,26611,69860,26611,698
Mortgage-backed securities1,11751,945,830386,5531,946,947386,558
Corporate bonds——17,00891717,008917
State and local governments——432,47683,456432,47683,456
Total unrealized loss position$1,117$5$2,628,150$484,839$2,629,267$484,844

As of September 30, 2024, the Company's securities portfolio included 620 securities of which 586 securities were in an unrealized loss position. As of December 31, 2023, the Company's securities portfolio included 657 securities of which 632 securities were in an unrealized loss position.

In the above tables, all of the securities that were in an unrealized loss position at September 30, 2024 and December 31, 2023 are bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns. In arriving at this conclusion, the Company reviewed third-party credit ratings and considered the severity of the impairment. The state and local government investments are comprised almost entirely of highly-rated municipal bonds issued by state and local governments throughout the nation. The Company has no significant concentrations of bond holdings from one state or local government entity. Nearly all of our mortgage-backed securities were issued by Federal Home Loan Mortgage Corporation ("FHLMC"), Federal National Mortgage Association ("FNMA"), Government National Mortgage Association ("GNMA"), or the Small Business Administration ("SBA"), each of which is a government agency or GSE and guarantees the repayment of the securities.

At September 30, 2024 and December 31, 2023, the Company determined that expected credit losses associated with held to maturity securities and available for sale debt securities were insignificant.

The book values and fair values of investment securities at September 30, 2024, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Securities Available for SaleSecurities Held to Maturity
($ in thousands)AmortizedCostFairValueAmortizedCostFairValue
Due after one year but within five years$39,996$35,320$5,394$5,289
Due after five years but within ten years48,15143,336183,914159,345
Due after ten years——322,570274,102
Mortgage-backed securities2,150,8491,828,8029,9239,564
Total securities$2,238,996$1,907,458$521,801$448,300

At September 30, 2024 and December 31, 2023, investment securities with carrying values of $924.8 million and $971.3 million, respectively, were pledged as collateral for public deposits. In addition, at September 30, 2024 and December 31, 2023, investment securities with carrying values of $582.6 million and $679.0 million, respectively, were pledged as collateral for Federal Reserve Bank ("Federal Reserve") borrowings.

At September 30, 2024 and December 31, 2023, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies or GSEs, in an amount greater than 10% of shareholders' equity.

There were no sales of investment securities during the three months ended September 30, 2024.

Index

During the second quarter of 2024, the Company sold all of its holdings of Class B shares of Visa, Inc. (“Visa”) stock that were received upon Visa’s initial public offering and recognized a gain of $4.5 million. As the Class B stock did not initially have a readily determinable fair value, it was carried at $0 prior to the sale.

During the second quarter of 2024, the Company received proceeds from sales of securities of $138.2 million and recorded $4.7 million in gross losses from the sales. This loss was partially offset by the $4.5 million gain on the sale of the Visa stock discussed above. Included in "Securities losses, net" in the consolidated statements of income, during the first quarter of 2024, the Company received proceeds from the call of a security of $5.2 million and recorded a $975 thousand loss related to the unamortized premium balance at the time of the call. During the first quarter of 2023, the Company sold substantially all of the securities acquired from GrandSouth at their initially recorded fair values. Accordingly, there was no gain or loss recorded on the sale of acquired securities.

Included in “Other assets” in the consolidated balance sheets are investments in Federal Home Loan Bank (“FHLB”) and Federal Reserve stock totaling $41.2 million and $54.5 million at September 30, 2024 and December 31, 2023, respectively. These investments do not have readily determinable fair values. The FHLB stock had a cost of $8.5 million and $21.7 million at September 30, 2024 and December 31, 2023, respectively, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system. The Federal Reserve stock had a cost and fair value of $32.7 million and $32.8 million at September 30, 2024 and December 31, 2023, respectively, and is a requirement for Federal Reserve member bank qualification. Periodically, both the FHLB and Federal Reserve recalculate the Company’s required level of holdings, and the Company either buys more stock or redeems a portion of the stock at cost. The Company determined that neither stock was impaired at either period end.

Note 4. Loans, Allowance for Credit Losses, and Asset Quality Information

The following is a summary of the major categories of total loans outstanding:

($ in thousands)September 30, 2024December 31, 2023
AmountPercentageAmountPercentage
Commercial and industrial$847,28411%$905,86211%
Construction, development & other land loans760,9499%992,98012%
Commercial real estate - owner occupied1,226,05015%1,259,02216%
Commercial real estate - non owner occupied2,572,90132%2,528,06031%
Multi-family real estate460,5656%421,3765%
Residential 1-4 family real estate1,737,13322%1,639,46920%
Home equity loans/lines of credit331,0724%335,0684%
Consumer loans76,7871%68,4431%
Subtotal8,012,741100%8,150,280100%
Unamortized net deferred loan costs/(fees)797(178)
Total loans$8,013,538$8,150,102

Also included in the table above are various SBA loans, generally originated under the SBA 7A program, with additional information on these loans presented in the table below.

($ in thousands)September 30, 2024December 31, 2023
Guaranteed portions of SBA loans included in table above$36,131$35,462
Unguaranteed portions of SBA loans included in table above104,472107,784
Total SBA loans included in the table above$140,603$143,246
Sold portions of SBA loans with servicing retained - not included in tables above$341,517$349,275

At September 30, 2024 and December 31, 2023, there were remaining unaccreted discounts on the retained portion of sold SBA loans amounting to $3.3 million and $3.5 million, respectively.

Index

At September 30, 2024 and December 31, 2023, loans in the amount of $6.6 billion and $6.5 billion, respectively, were pledged as collateral for certain borrowings.

At September 30, 2024 and December 31, 2023, total loans included loans to executive officers and directors of the Company, and their associates, totaling approximately $63.3 million and $63.7 million, respectively. While there wasone new loan, advances on existing loans totaled approximately $1.3 million for the nine months ended September 30, 2024, and repayments amounted to $1.6 million for that period. Available credit on related party loans totaled $1.0 million and $2.7 million at September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, unamortized discounts on all acquired loans totaled $17.3 million and $24.0 million, respectively. Loan discounts are generally amortized as yield adjustments over the respective lives of the loans, so long as the loans perform. There was no impairment of acquired loans during the three and nine months ended September 30, 2024 that would require acceleration of amortization or charge off of unamortized discount.

Nonperforming assets ("NPAs") are defined as nonaccrual loans, modifications to borrowers in financial distress, loans past due 90 or more days and still accruing interest, and foreclosed real estate.

The following table summarizes the NPAs for each date presented.

($ in thousands)September 30,2024December 31,2023
Nonaccrual loans$34,125$32,208
Modifications to borrowers in financial distress10,26211,719
Total nonperforming loans44,38743,927
Foreclosed real estate1,519862
Total nonperforming assets$45,906$44,789

At September 30, 2024 and December 31, 2023, the Company had $0.8 million and $1.0 million, respectively, in residential mortgage loans in the process of foreclosure.

At September 30, 2024 and December 31, 2023, there weretwo andone loans, respectively, with commitments to lend animmaterial amount of additional funds to a borrower whose loan was nonperforming.

The following table is a summary of the Company’s nonaccrual loans by major categories as of September 30, 2024:

($ in thousands)Nonaccrual Loans with No AllowanceNonaccrual Loans with an AllowanceTotal Nonaccrual Loans
Commercial and industrial$—$10,310$10,310
Construction, development & other land loans—1717
Commercial real estate - owner occupied8799,21110,090
Commercial real estate - non owner occupied—6,0676,067
Residential 1-4 family real estate—5,5785,578
Home equity loans/lines of credit—1,9251,925
Consumer loans—138138
Total$879$33,246$34,125

Index

The following table is a summary of the Company’s nonaccrual loans by major categories as of December 31, 2023:

($ in thousands)Nonaccrual Loans with No AllowanceNonaccrual Loans with an AllowanceTotal Nonaccrual Loans
Commercial and industrial$944$8,932$9,876
Construction, development & other land loans—399399
Commercial real estate - owner occupied9606,0827,042
Commercial real estate - non owner occupied6,1211,0827,203
Residential 1-4 family real estate—4,8434,843
Home equity loans/lines of credit5342,1692,703
Consumer loans—142142
Total$8,559$23,649$32,208

There wasno interest income recognized during the periods presented on nonaccrual loans. In the period that the Company places a loan on nonaccrual status, contractual interest income is reversed in the consolidated income statement.

The following table represents the accrued interest receivables written off by reversing interest income during each period indicated:

($ in thousands)Nine Months Ended September 30, 2024Nine Months Ended September 30, 2023
Commercial and industrial$360$182
Construction, development & other land loans—2
Commercial real estate - owner occupied238105
Commercial real estate - non owner occupied558
Residential 1-4 family real estate4529
Home equity loans/lines of credit2639
Consumer loans12
Total$725$367

The following table presents an analysis of the payment status of the Company’s loans as of September 30, 2024:

($ in thousands) · AccruingCurrent · Accruing30-59Days PastDue · Accruing60-89DaysPastDue · NonaccrualLoans · Total LoansReceivable
Commercial and industrial$834,306$2,468$200$10,310$847,284
Construction, development & other land loans759,9579106517760,949
Commercial real estate - owner occupied1,215,47227920910,0901,226,050
Commercial real estate - non owner occupied2,566,3252872226,0672,572,901
Multi-family real estate460,419146——460,565
Residential 1-4 family real estate1,725,6591,7944,1025,5781,737,133
Home equity loans/lines of credit327,7721,278971,925331,072
Consumer loans76,09532223213876,787
Total$7,966,005$7,484$5,127$34,1258,012,741
Unamortized net deferred loan costs/(fees)797
Total loans$8,013,538

Index

The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2023:

($ in thousands) · AccruingCurrent · Accruing30-59DaysPastDue · Accruing60-89DaysPastDue · NonaccrualLoans · Total LoansReceivable
Commercial and industrial$892,003$3,726$257$9,876$905,862
Construction, development & other land loans992,084241256399992,980
Commercial real estate - owner occupied1,250,6709064047,0421,259,022
Commercial real estate - non owner occupied2,520,496361—7,2032,528,060
Multi-family real estate421,376———421,376
Residential 1-4 family real estate1,612,35718,8683,4014,8431,639,469
Home equity loans/lines of credit331,4136033492,703335,068
Consumer loans67,90027013114268,443
Total$8,088,299$24,975$4,798$32,2088,150,280
Unamortized net deferred loan costs/(fees)(178)
Total loans$8,150,102

Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Company reviews individually evaluated loans on nonaccrual with a net book balance of $500,000 or greater for designation as collateral dependent loans, as well as certain other loans that may still be accruing interest and/or are less than $500,000 in size that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the Allowance for Credit Losses ("ACL").

The following table presents an analysis of collateral dependent loans of the Company as of September 30, 2024:

($ in thousands)Residential PropertyBusiness AssetsCommercial PropertyTotal Collateral-Dependent Loans
Commercial real estate - owner occupied$—$—$879$879
Commercial real estate - non owner occupied——5,0505,050
Total$—$—$5,929$5,929

The following table presents an analysis of collateral dependent loans of the Company as of December 31, 2023:

($ in thousands)Residential PropertyBusiness AssetsCommercial PropertyTotal Collateral-Dependent Loans
Commercial and industrial$—$2,385$—$2,385
Commercial real estate - owner occupied——1,1421,142
Commercial real estate - non owner occupied——6,1216,121
Home equity loans/lines of credit534——534
Total$534$2,385$7,263$10,182

There have been no material changes from the treatment of collateral dependent loans under CECL as discussed in Note 4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The following tables presents the activity in the ACL on loans for each of the periods indicated to include Purchase Credit Deterioration (“PCD”) activity in applicable periods. Fluctuations in the ACL each period are based on loan mix and growth, changes in the levels of nonperforming loans, economic forecasts impacting loss drivers, other assumptions and inputs to the current expected credit loss ("CECL") model, and as occurred in 2023, adjustments for acquired loan portfolios. The change to the level of ACL during the nine months ended September 30, 2024 was determined based primarily on updated economic forecasts, which are a key assumption in the CECL model and which indicated improvement in certain economic forecasts along with reductions in loan balances during the period, partially offset by a continued reduction of the commercial real estate pricing index. Other than the impact from Hurricane Helene, there was little change to the ACL for the quarter or year to date.

Index

($ in thousands)Beginning balanceCharge-offsRecoveriesProvisions / (Reversals)Ending balance
Commercial and industrial$19,837$(1,913)$246$(27)$18,143
Construction, development & other land loans9,996—351,39411,425
Commercial real estate - owner occupied17,859(21)465718,499
Commercial real estate - non owner occupied25,876—32,75428,633
Multi-family real estate5,129——1615,290
Residential 1-4 family real estate24,855—289,18334,066
Home equity loans/lines of credit3,177—2321653,574
Consumer loans3,329(754)174963,088
Total$110,058$(2,688)$565$14,783$122,718
Commercial and industrial$21,227$(5,976)$1,346$1,546$18,143
Construction, development & other land loans13,940(79)182(2,618)11,425
Commercial real estate - owner occupied18,218(109)1237818,499
Commercial real estate - non owner occupied24,916(158)463,82928,633
Multi-family real estate3,825——1,4655,290
Residential 1-4 family real estate21,396(6)25512,42134,066
Home equity loans/lines of credit3,339(2)254(17)3,574
Consumer loans2,992(1,130)1971,0293,088
Total$109,853$(7,460)$2,292$18,033$122,718
($ in thousands)Beginning balanceInitial ACL for acquired PCD loansCharge-offsRecoveriesProvisions / (Reversals)Ending balance
Commercial and industrial$23,442$—$(2,650)$450$1,202$22,444
Construction, development & other land loans18,477—(120)54(4,761)13,650
Commercial real estate - owner occupied16,381—(24)341,87318,264
Commercial real estate - non owner occupied26,274——302(1,240)25,336
Multi-family real estate3,946——3(481)3,468
Residential 1-4 family real estate14,305——504,37418,729
Home equity loans/lines of credit3,717——11(431)3,297
Consumer loans2,688—(409)676643,010
Total$109,230$—$(3,203)$971$1,200$108,198
Commercial and industrial$17,718$5,197$(6,361)$1,216$4,674$22,444
Construction, development & other land loans15,12849(120)277(1,684)13,650
Commercial real estate - owner occupied14,972191(24)1043,02118,264
Commercial real estate - non owner occupied22,78051(235)7342,00625,336
Multi-family real estate2,957——105013,468
Residential 1-4 family real estate11,354113—2756,98718,729
Home equity loans/lines of credit3,1588(2)85483,297
Consumer loans2,9001(833)1447983,010
Total$90,967$5,610$(7,575)$2,845$16,351$108,198

Credit Quality Indicators

There have been no material changes from the treatment of credit quality tracking and risk grade descriptions as discussed in Note 4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Index

In the tables that follow, substantially all of the "Classified" loans have grades of 7 or Fail, with those categories having similar levels of risk.

The tables below present the Company’s recorded investment in loans by credit quality indicators by year of origination or renewal as of the periods indicated. Acquired loans are presented in the year originated, not in the year of acquisition.

Index

Term Loans by Year of Origination
($ in thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving · Total
Commercial and industrial
Pass$91,552$88,620$128,666$88,256$61,355$73,296$299,188$830,933
Special Mention9443611742073477941,8904,717
Classified1601,8173,4404861,0094,18154111,634
Total commercial and industrial92,65690,798132,28088,94962,71178,271301,619847,284
Gross charge-offs, YTD1264608001951347523,5095,976
Construction, development & other land loans
Pass321,727192,331114,70432,78814,8579,80170,195756,403
Special Mention2,4976121649—265133,560
Classified910———679—986
Total construction, development & other land loans325,134192,943114,86832,79714,92410,07570,208760,949
Gross charge-offs, YTD—79—————79
Commercial real estate - owner occupied
Pass120,529229,996272,334261,248158,253127,25716,7111,186,328
Special Mention13,2181,9403,5151871477,654—26,661
Classified9571791,9771,2681,5727,108—13,061
Total commercial real estate - owner occupied134,704232,115277,826262,703159,972142,01916,7111,226,050
Gross charge-offs, YTD—25—19—65—109
Commercial real estate - non owner occupied
Pass345,170435,235683,731638,235263,275149,11429,7392,544,499
Special Mention14,968268189133375,890—21,665
Classified234401570114,2331,288—6,737
Total commercial real estate - non owner occupied360,372435,904684,490638,259267,845156,29229,7392,572,901
Gross charge-offs, YTD—————158—158
Multi-family real estate
Pass55,51841,990115,324161,14241,64214,62829,379459,623
Special Mention—146———796—942
Classified————————
Total multi-family real estate55,51842,136115,324161,14241,64215,42429,379460,565
Gross charge-offs, YTD————————
Residential 1-4 family real estate
Pass181,377333,878416,275301,453176,169311,2093,2981,723,659
Special Mention215—1113962910—1,337
Classified1,8922452,2575491,1985,996—12,137
Total residential 1-4 family real estate183,484334,123418,543302,141177,429318,1153,2981,737,133
Gross charge-offs, YTD—————6—6
Home equity loans/lines of credit
Pass2,1282,679661377175943317,182324,145
Special Mention121152————16289
Classified17554—1378986,1756,638
Total home equity loans/lines of credit2,4242,885661514264951323,373331,072
Gross charge-offs, YTD——————22
Consumer loans
Pass13,32811,1378,0762,7571,25237339,51776,440
Special Mention——————2323
Classified6724621—28151324
Total consumer loans13,33411,2098,1222,7781,25240139,69176,787
Gross charge-offs, YTD6532433——1,0141,130
Total loans$1,167,626$1,342,113$1,752,114$1,489,283$726,039$721,548$814,0188,012,741
Unamortized net deferred loan costs/(fees)797
Total loans, net of deferred loan costs/(fees)$8,013,538
Total gross charge-offs, year to date$132$617$824$247$134$981$4,525$7,460

Index

Term Loans by Year of Origination
($ in thousands) · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Revolving · Total
Commercial and industrial
Pass$136,735$161,131$111,069$75,312$38,495$60,626$302,684$886,052
Special Mention2,8322,5471671854486721,1357,986
Classified1,6261,1527201,3891,6474,48780311,824
Total commercial and industrial141,193164,830111,95676,88640,59065,785304,622905,862
Gross charge-offs, YTD1711,0367135378211,5473,5338,358
Construction, development & other land loans
Pass563,998231,45090,37416,66211,5985,81670,852990,750
Special Mention48927359—2419846
Classified657708——811—1,384
Total construction, development & other land loans565,144232,43190,43316,66211,6085,83170,871992,980
Gross charge-offs, YTD—————120—120
Commercial real estate - owner occupied
Pass210,449323,852299,135196,34392,45286,78423,1981,232,213
Special Mention3382,5332718175,7552,253—11,967
Classified4,4561,5051,7218952,2883,9047314,842
Total commercial real estate - owner occupied215,243327,890301,127198,055100,49592,94123,2711,259,022
Gross charge-offs, YTD——49——923144
Commercial real estate - non owner occupied
Pass509,596748,854722,472287,235119,51584,69029,0012,501,363
Special Mention11,353199363931,1835,94234219,448
Classified87132144,2146341,484—7,249
Total commercial real estate - non owner occupied521,820749,085722,522291,842121,33292,11629,3432,528,060
Gross charge-offs, YTD——235————235
Multi-family real estate
Pass57,378137,533139,87943,88112,23110,32320,151421,376
Special Mention————————
Classified————————
Total multi-family real estate57,378137,533139,87943,88112,23110,32320,151421,376
Gross charge-offs, YTD————————
Residential 1-4 family real estate
Pass363,410400,483317,515186,45994,567260,1023,2471,625,783
Special Mention68141202645871,987—3,562
Classified1,848504747414726,539—10,124
Total residential 1-4 family real estate365,939400,574318,191187,26495,626268,6283,2471,639,469
Gross charge-offs, YTD—————4—4
Home equity loans/lines of credit
Pass2,8301,1361,1412234991,233319,199326,261
Special Mention163—122———18303
Classified255—14691112107,8908,504
Total home equity loans/lines of credit3,2481,1361,4093146111,243327,107335,068
Gross charge-offs, YTD——————309309
Consumer loans
Pass16,49712,9064,9992,17343242930,75768,193
Special Mention————————
Classified130745—33431250
Total consumer loans16,62712,9135,0442,17343546330,78868,443
Gross charge-offs, YTD34797323—17951,005
Total loans$1,886,592$2,026,392$1,690,561$817,077$382,928$537,330$809,4008,150,280
Unamortized net deferred loan costs/(fees)(178)
Total loans, net of deferred loan costs/(fees)$8,150,102
Total gross charge-offs, year to date$205$1,115$1,070$560$821$1,764$4,640$10,175

Index

Loan Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Company modifies loans to borrowers in financial distress as a part of our loss mitigation activities. Various types of modification may be offered including principal forgiveness, term extension, payment delays, or interest rate reductions. 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 may be granted. For loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period.

The followings tables present the amortized cost basis at September 30, 2024 and September 30, 2023 of the loans modified during the three and nine months then ended for borrowers experiencing financial difficulty, by loan category and type of concession granted.

($ in thousands)Payment DelayTerm ExtensionCombination - Term Extension and Payment DelayCombination - Interest Rate Reduction and Term ExtensionTotalPercent of Total Class of Loans
Construction, development & other land loans$—$143$—$—$1430.02%
Home equity loans/lines of credit—96——960.03%
Total$—$239$—$—$239—%
Commercial and industrial$114$1$878$92$1,0850.13%
Construction, development & other land loans—208——2080.03%
Commercial real estate - non owner occupied—107——107—%
Residential 1-4 family real estate—199——1990.01%
Home equity loans/lines of credit—417—1735900.18%
Total$114$932$878$265$2,1890.03%

Index

($ in thousands)Payment DelayTerm ExtensionCombination - Interest Rate Reduction and Term ExtensionTotalPercent of Total Class of Loans
Commercial and industrial$1,142$117$—$1,2590.14%
Construction, development & other land loans—594—5940.06%
Commercial real estate - owner occupied—4,023—4,0230.32%
Commercial real estate - non owner occupied—131—1310.01%
Residential 1-4 family real estate—245—2450.02%
Home equity loans/lines of credit24401995240.16%
Consumer loans—9—90.01%
Total$1,166$5,520$99$6,7850.08%
Commercial and industrial$2,589$216$—$2,8050.31%
Construction, development & other land loans—594106040.06%
Commercial real estate - owner occupied1854,302—4,4870.36%
Commercial real estate - non owner occupied—219—2190.01%
Residential 1-4 family real estate—750—7500.05%
Home equity loans/lines of credit241,669991,7920.54%
Consumer loans—66—660.10%
Total$2,798$7,816$109$10,7230.13%

For the three and nine months ended September 30, 2024 and September 30, 2023, there were no modifications for borrowers experiencing financial difficulty with principal forgiveness concessions.

The following table describes the financial effect for the three and nine months ended September 30, 2024 of the modifications made for borrowers experiencing financial difficulty:

Financial Effect of Modification to Borrowers Experiencing Financial Difficulty
Weighted Average Interest Rate ReductionWeighted Average Payment Delay (in months)Weighted Average Term Extension (in months)
Construction, development & other land loans—%08
Home equity loans/lines of credit—%040
Commercial and industrial0.75%3613
Construction, development & other land loans—%06
Commercial real estate - non owner occupied—%013
Residential 1-4 family real estate—%0103
Home equity loans/lines of credit2.13%065

Index

The following table describes the financial effect for the three and nine months ended September 30, 2023 of the modifications made for borrowers experiencing financial difficulty:

Financial Effect of Modification to Borrowers Experiencing Financial Difficulty
Weighted Average Interest Rate ReductionWeighted Average Payment Delay (in months)Weighted Average Term Extension (in months)
Commercial and industrial—%626
Construction, development & other land loans—%08
Commercial real estate - owner occupied—%032
Commercial real estate - non owner occupied—%011
Residential 1-4 family real estate—%023
Home equity loans/lines of credit2.61%2484
Consumer loans—%024
Commercial and industrial—%420
Construction, development & other land loans1.53%09
Commercial real estate - owner occupied—%1234
Commercial real estate - non owner occupied—%013
Residential 1-4 family real estate—%024
Home equity loans/lines of credit2.61%2455
Consumer loans—%09

The Company closely monitors the performance of the loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that were modified in the last twelve months as of September 30, 2024:

Payment Status (Amortized Cost Basis)
($ in thousands)Current30-59 Days Past Due60-89 Days Past Due90+ Days Past Due
Commercial and industrial$1,086$—$—$—
Construction, development & other land loans250———
Commercial real estate - non owner occupied107———
Residential 1-4 family real estate134—65—
Home equity loans/lines of credit1,278———
$2,855$—$65$—

The following table depicts the performance of loans that were modified in the last twelve months as of December 31, 2023:

Payment Status (Amortized Cost Basis)
($ in thousands)Current30-59 Days Past Due60-89 Days Past Due90+ Days Past Due
Commercial and industrial$2,841$—$—$—
Construction, development & other land loans362———
Commercial real estate - owner occupied4,455———
Commercial real estate - non owner occupied206———
Residential 1-4 family real estate65679——
Home equity loans/lines of credit3,114———
Consumer loans6———
$11,640$79$—$—

Index

None of the modifications made for borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 and September 30, 2023 are considered to have had a payment default.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.

Concentration of Credit Risk

Most of the Company's business activity is with customers located within the markets where it has banking operations. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy within its markets. Approximately 88% of the Company's loan portfolio is secured by real estate and is therefore susceptible to changes in real estate valuations. There have been no material changes to the primary loan markets (as identified by counties) from year end.

Impact of Hurricane Helene

Within the portions of Western North and South Carolina that were significantly impacted by Hurricane Helene, the Company identified borrowers with approximately $755 million of loans outstanding. The following is a summary of the categories of those loans outstanding as of September 30, 2024:

($ in thousands)Balance
Commercial and industrial$10,481
Construction, development & other land loans29,429
Commercial real estate - owner occupied98,958
Commercial real estate - non owner occupied284,825
Multi-family real estate25,677
Residential 1-4 family real estate266,554
Home equity loans/lines of credit39,470
Consumer loans—
Total$755,394

Given that the storm impacted the area just prior to September 30, 2024 and recovery continues in many communities, the Company performed analyses to identify possible impacts from the storm and has reserved accordingly based upon the information available at this time. The Company applied increased reserve rates based upon severe economic factors to the approximately $755 million of loans in the most impacted path of Hurricane Helene. Additionally, the Company performed an initial evaluation of the largest commercial loans in that area and applied incremental reserves to those loans that were suspected of having higher potential property damage or economic impact from the storm. Due to the potential exposure from Hurricane Helene, the ACL on these impacted loans increased by $13.0 million, expanding the ACL as a percent of loans in the impacted geography from 1.29% to 3.01% as of September 30, 2024 and adding 16 basis points to the overall ACL as a percent of total loans, which was 1.53% as of September 30, 2024.

Allowance for Unfunded Loan Commitments

In addition to the ACL on loans, the Company maintains an allowance for lending-related commitments such as unfunded loan commitments and letters of credit. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for lending-related commitments on off-balance sheet credit exposures is adjusted as a provision for unfunded commitments expense. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the ACL on loans. The allowance for unfunded loan commitments of $9.3 million and $11.4 million at September 30, 2024 and

Index

December 31, 2023, respectively, were separately classified on the consolidated balance sheets within "Other liabilities."

The following table presents the balance and activity in the allowance for unfunded loan commitments for the three and nine months ended September 30, 2024 and 2023:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2024202320242023
Beginning balance$9,860$13,019$11,369$13,306
Initial provision for credit losses on unfunded commitments acquired from GrandSouth———1,921
Charge-offs————
Recoveries————
Reversal of provision for unfunded commitments(583)(1,200)(2,092)(3,408)
Ending balance$9,277$11,819$9,277$11,819

Allowance for Credit Losses - Securities Held to Maturity

The ACL for securities held to maturity was insignificant at September 30, 2024 and December 31, 2023.

Note 5. Goodwill, Other Intangible Assets and Servicing Assets

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets and the carrying amount of unamortized intangible assets as of the periods presented.

September 30, 2024 · December 31, 2023
($ in thousands) · Gross CarryingAmount · AccumulatedAmortization · Net Amount · Gross CarryingAmount · AccumulatedAmortization · Net Amount
Amortizable intangible assets:
Customer lists$1,600$1,307$293$2,700$2,167$533
Core deposit intangibles57,89033,71724,17357,89028,93328,957
Other intangibles100100—1008317
Total amortizable intangible assets$59,590$35,124$24,466$60,690$31,183$29,507
Unamortizable intangible assets:
Goodwill$478,750$478,750

Customer lists are generally amortized over five years and core deposit intangibles are generally amortized over 10 years, both at an accelerated rate.

Amortization expense of all amortizable intangible assets totaled $1.6 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively, and $5.0 million and $6.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Goodwill is evaluated for impairment on at least an annual basis, with the annual evaluation occurring as of October 31 of each year. Goodwill is also evaluated for impairment any time there is a triggering event indicating that impairment may have occurred. No triggering events were identified during 2024 to date and, therefore, the Company did not perform interim impairment evaluations. The Company's most recent evaluation of goodwill, which occurred in the fourth quarter of 2023, indicated that there wasno goodwill impairment. There was no change to carrying amounts of goodwill during 2024.

The following table presents the estimated amortization expense schedule related to acquisition-related amortizable intangible assets. These amounts will be recorded as "Intangibles amortization expense" within the noninterest expense section of the consolidated statements of income. These estimates are subject to change in future periods

Index

to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortizable intangible assets.

($ in thousands)Estimated AmortizationExpense
October 1, 2024 to December 31, 2024$1,562
20255,672
20264,704
20273,951
20283,197
Thereafter5,380
Total$24,466

The Company recorded SBA guaranteed servicing fee income of $0.8 million for the three months ended September 30, 2024 and 2023, and $2.3 million and $2.7 million for the nine months ended September 30, 2024 and 2023, respectively. There was no impairment of SBA servicing assets at September 30, 2024 and December 31, 2023 and no significant methodology changes have been made since year end.

The following table presents the changes in the SBA servicing assets (included in "Other assets" in the Company's consolidated balance sheet) for the three and nine months ended September 30, 2024 and 2023:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2024202320242023
Beginning balance, net$3,003$3,781$3,350$4,004
Add: New servicing assets315191858464
Less: Amortization expense and impairment charges3584571,248953
Ending balance, net$2,960$3,515$2,960$3,515

Index

Note 6. Borrowings

The following tables present information regarding the Company’s outstanding borrowings at September 30, 2024 ($ in thousands):

Description · Due date · Call Feature · Balance at September 30, 2024 · Interest Rate
FHLB Principal Reducing Credit6/26/2028 to 12/20/2028None$8140.00% to 1.00% fixed
Trust Preferred Securities1/23/2034Quarterly by Companybeginning 1/23/200910,3108.17% at 9/30/24 adjustable rate 3 month CME Term SOFR+ 2.91%
Trust Preferred Securities1/23/2034Quarterly by Companybeginning 1/23/200910,3108.27% at 9/30/24 adjustable rate 3 month CME Term SOFR + 3.01%
Trust Preferred Securities9/20/2034Quarterly by Companybeginning 9/20/200912,3727.23% at 9/30/24 adjustable rate 3 month CME Term SOFR + 2.41%
Trust Preferred Securities1/7/2035Quarterly by Companybeginning 1/7/201010,3107.56% at 9/30/24 adjustable rate 3 month CME Term SOFR + 2.00%
Trust Preferred Securities6/15/2036Quarterly by Companybeginning 6/15/201125,7746.60% at 9/30/24 adjustable rate 3 month CME Term SOFR + 1.65%
Trust Preferred Securities6/23/2036Quarterly by the Company beginning 6/23/20118,2486.86% at 9/30/24 adjustable rate 3 month CME Term SOFR + 2.11%
Subordinated Debentures11/15/2030Continuous by Company beginning 11/15/202518,0004.38% fixed
Total borrowings / weighted average rate as of September 30, 202496,1386.69%
Unamortized discount on acquired borrowings(4,444)
Total borrowings$91,694

Index

The following tables present information regarding the Company’s outstanding borrowings at December 31, 2023 ($ in thousands):

Description · Due date · Call Feature · Balance at December 31, 2023 · Interest Rate
FHLB Principal Reducing Credit6/26/2028 to 12/20/2028None$8510.00% to 1.00% fixed
FHLB Fixed Rate Credit1/16/2024None80,0005.59% fixed
FHLB Fixed Rate Credit2/27/2024None100,0005.61% fixed
FHLB Fixed Rate Credit3/20/2024None100,0005.61% fixed
FRB Bank Term Funding Program12/20/2024None224,0004.85% fixed
FRB Bank Term Funding Program12/27/2024None25,0004.83% fixed
Trust Preferred Securities1/23/2034Quarterly by Companybeginning 1/23/200910,3108.30% at 12/31/23 adjustable rate 3 month CME Term SOFR + 2.91%
Trust Preferred Securities1/23/2034Quarterly by Companybeginning 1/23/200910,3108.40% at 12/31/23 adjustable rate 3 month CME Term SOFR + 3.01%
Trust Preferred Securities9/20/2034Quarterly by Companybeginning 9/20/200912,3727.78% at 12/31/23 adjustable rate 3 month CME Term SOFR + 2.41%
Trust Preferred Securities1/7/2035Quarterly by Companybeginning 1/7/201010,3107.66% at 12/31/23 adjustable rate 3 month CME Term SOFR + 2.00%
Trust Preferred Securities6/15/2036Quarterly by Companybeginning 6/15/201125,7747.04% at 12/31/23 adjustable rate 3 month CME Term SOFR + 1.65%
Trust Preferred Securities6/23/2036Quarterly by Company beginning 6/23/20118,2487.47% at 12/31/23 adjustable rate 3 month CME Term SOFR + 2.11%
Subordinated Debentures11/30/2028Continuous by Company beginning 11/30/202310,0009.09% at 12/31/23 adjustable rate 3 month CME Term SOFR + 3.69%
Subordinated Debentures11/15/2030Continuous by Company beginning 11/15/202518,0004.38% fixed
Total borrowings / weighted average rate as of December 31, 2023635,1755.57%
Unamortized discount on acquired borrowings(5,017)
Total borrowings$630,158

Note 7. Leases

The Company enters into leases in the normal course of business. As of September 30, 2024, the Company leased 14 bank branch offices for which the land and buildings are leased andten branch offices for which the land is leased but the buildings are owned. The Company also leases office space for several operational departments. The lease agreements have maturity dates ranging from November 2024 through May 2076, some of which include options for multiple five- andten-year extensions. The weighted average remaining life of the lease term for these leases was 21.1 years as of September 30, 2024. Certain of the Company's lease agreements include variable lease payments based on changes in inflation, with the impact of that factor being insignificant to the Company's total lease expense. As permitted by applicable accounting standards, the Company has elected not to recognize leases with original lease terms of twelve months or less (short-term leases) on the Company's consolidated balance sheets. The short-term lease cost for each period presented was insignificant.

Leases are classified as either operating or finance leases at the lease commencement date and all of the Company's leases have been determined to be operating leases. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the applicable lease term. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

Index

The Company uses its incremental borrowing rate, on a collateralized basis, at lease commencement to calculate the present value of lease payments when the rate implicit in the lease is not known. The weighted average discount rates for leases were 3.32% and 3.19% as of September 30, 2024 and December 31, 2023, respectively.

The right-of-use assets, included in "Other assets" on the Company's consolidated balance sheet, and lease liabilities, included in "Other liabilities" on the Company's consolidated balance sheet, were $14.1 million and $14.9 million as of September 30, 2024, respectively, and were $17.1 million and $17.8 million as of December 31, 2023, respectively.

Total operating lease expenses, included in "Other operating expenses" in the Company's consolidated statement of income, were $0.6 million and $0.8 million for the three months ended September 30, 2024 and 2023, respectively, and $1.8 million and $2.3 million for the nine months ended September 30, 2024 and 2023, respectively.

Future undiscounted lease payments for operating leases with initial terms of greater than one year as of September 30, 2024 are as follows:

($ in thousands)
October 1, 2024 to December 31, 2024$550
20251,800
20261,517
20271,236
20281,145
Thereafter16,120
Total undiscounted lease payments22,368
Less effect of discounting(7,436)
Present value of estimated lease payments (lease liability)$14,932

Note 8. Pension Plans

The Company recorded periodic pension cost totaling $63,000 and $51,000 for the three months ended September 30, 2024 and 2023, respectively, and $189,000 and $152,000 for the nine months ended September 30, 2024 and 2023, respectively.

Note 9. Fair Value of Financial Instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Index

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at September 30, 2024:

($ in thousands)Description of Financial InstrumentsFair Value at September 30, 2024Quoted Prices in Active Markets for Identical Assets(Level 1)Significant OtherObservable Inputs(Level 2)SignificantUnobservable Inputs(Level 3)
Recurring
Securities available for sale:
Government-sponsored enterprise securities$62,872$—$62,872$—
Mortgage-backed securities1,828,802—1,828,802—
Corporate bonds15,784—15,784—
Total available for sale securities$1,907,458$—$1,907,458$—
Derivative financial assets$551$—$551$—
Presold mortgages in process of settlement$9,888$—$9,888$—
Derivative financial liabilities$553$—$553$—
Nonrecurring
Individually evaluated loans$4,746$—$—$4,746

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2023:

($ in thousands)Description of Financial InstrumentsFair Value at December 31, 2023Quoted Prices in Active Markets for Identical Assets(Level 1)Significant OtherObservable Inputs(Level 2)SignificantUnobservableInputs(Level 3)
Recurring
Securities available for sale:
US Treasury securities$172,570$—$172,570$—
Government-sponsored enterprise securities60,266—60,266—
Mortgage-backed securities1,937,784—1,937,784—
Corporate bonds18,759—18,759—
Total available for sale securities$2,189,379$—$2,189,379$—
Derivative financial assets$295$—$295$—
Presold mortgages in process of settlement$2,667$—$2,667$—
Derivative financial liabilities$349$—$349$—
Nonrecurring
Individually evaluated loans$1,953$—$—$1,953

The following is a description of the valuation methodologies used for financial instruments measured at fair value.

Securities Available for Sale — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by the Company's third-party bond accounting provider using matrix pricing. Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include U.S Treasury bonds, mortgage-backed securities, commercial mortgage-backed obligations, government-sponsored enterprise securities, and corporate bonds. In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Index

The Company reviews the pricing methodologies utilized by the bond accounting provider to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy.

Presold Mortgages in Process of Settlement - The fair value is based on the committed price that an investor has agreed to pay for the loan which is considered a Level 2 input.

Derivative financial assets and liabilities- The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These are considered a Level 2 input.

Individually evaluated loans — Fair values for individually evaluated loans are measured on a non-recurring basis and are based on the underlying collateral values securing the loans, adjusted for estimated selling costs, or the net present value of the cash flows expected to be received for such loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is generally determined by third-party appraisers using an income or market valuation approach based on an appraisal conducted by an independent, licensed third party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the loans first became impaired, and thus the appraisals are not necessarily as of the period ends presented. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of income.

There were no significant changes in the reported amount of Level 3 assets and liabilities measured at fair value on either a recurring or a non-recurring basis as of September 30, 2024.

The carrying amounts and estimated fair values of financial instruments not carried at fair value at September 30, 2024 and December 31, 2023 were as follows:

September 30, 2024 · December 31, 2023
($ in thousands)Level in FairValueHierarchyCarryingAmountEstimatedFair ValueCarryingAmountEstimatedFair Value
Cash and due from banks, noninterest-bearingLevel 1$74,034$74,034$100,891$100,891
Due from banks, interest-bearingLevel 1670,407670,407136,964136,964
Securities held to maturityLevel 2521,801448,300533,678449,623
Total loans, net of allowanceLevel 37,890,8207,232,3068,040,2497,379,079
SBA Servicing AssetLevel 32,9603,9463,3514,049
Demand deposits, money market and savingsLevel 19,507,2689,507,2689,052,9059,052,905
Time depositsLevel 2997,661994,002978,694972,513
BorrowingsLevel 291,69480,268630,158615,614

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include

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net premises and equipment, intangible and other assets such as deferred income taxes, prepaid expense accounts, income taxes currently payable, and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

Note 10. Stock-Based Compensation

The Company recorded total stock-based compensation expense of $1.4 million and $1.2 million for the three months ended September 30, 2024 and 2023, respectively, and $3.0 million and $3.4 million for the nine months ended September 30, 2024 and 2023, respectively. These amounts are included in "Total personnel expense" on the accompanying consolidated statements of income.

The Company recog nized income tax benefits related to stock-based compensation expense in its income statement of$304,000 and$278,000 for the three months ended September 30, 2024 and 2023, respectively, and$675,000 and$798,000 for the nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, the sole equity-based compensation plan of the Company was the First Bancorp 2024 Equity Plan (the "Equity Plan"), which was approved by shareholders on May 31, 2024. As of September 30, 2024, the Equity Plan had 1,929,731 shares remaining available for grant. During the second quarter, the First Bancorp 2014 Equity Plan expired and was replaced by the Equity Plan.

The Equity Plan is intended to serve as a means to attract, retain, and motivate key employees and directors and to associate the interests of the Equity Plan's participants with those of the Company and its shareholders. The Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted and unrestricted stock, restricted performance stock, and performance units. For the last several years, the only equity-based compensation granted by the Company has been shares of restricted stock, as it relates to employees, and unrestricted stock as it relates to non-employee directors.

There have been no material changes to the treatment of stock awards and equity grants as discussed in Note 15 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

In addition to employee equity awards, the Company's practice is to grant unrestricted common shares to each non-employee director (currently twelve in total) in June of each year. The grants were valued at approximately $37,500 in 2024. Compensation expense associated with these director awards is fully recognized by the date of the award since there are no vesting conditions.

The following table presents information regarding the activity for the first nine months of 2024 related to the Company’s outstanding restricted stock awards:

Long-Term Restricted Stock Awards
Number of UnitsWeighted-AverageGrant-Date Fair Value
Nonvested at January 1, 2024291,291$38.01
Granted during the period67,08038.09
Vested during the period(50,501)39.29
Forfeited or expired during the period——
Nonvested at September 30, 2024307,870$37.42

Total unrecognized compensation expense as of September 30, 2024 amounted to $4.4 million with a weighted average remaining term of 1.9 years. For the nonvested awards that were outstanding at September 30, 2024, the Company expects to record $2.9 million in compensation expense in the next twelve months, $1.3 million of which is expected to be recorded in the remaining quarter of 2024.

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Note 11. Earnings Per Share

The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Earnings Per Common Share ("EPS"):

For the Three Months Ended September 30,
2024 · 2023
($ in thousands except per share amounts) · Income(Numerator) · Shares(Denominator) · Per ShareAmount · Income(Numerator) · Shares(Denominator) · Per ShareAmount
Basic EPS:
Net income$18,680$29,893
Less: income allocated to restricted stock(134)(247)
Basic EPS per common share$18,54640,971,520$0.45$29,64640,744,042$0.73
Diluted EPS:
Net income$18,68040,971,520$29,89340,744,042
Effect of dilutive securities—395,223—455,016
Diluted EPS per common share$18,68041,366,743$0.45$29,89341,199,058$0.73
For the Nine Months Ended September 30,
2024 · 2023
($ in thousands except per share amounts)Income(Numerator)Shares(Denominator)Per ShareAmountIncome(Numerator)Shares(Denominator)Per ShareAmount
Basic EPS:
Net income$72,664$74,457
Less: income allocated to restricted stock(471)(539)
Basic EPS per common share$72,19340,924,822$1.76$73,91840,691,751$1.82
Diluted EPS:
Net income$72,66440,924,822$74,45740,691,751
Effect of dilutive securities—369,315—458,239
Diluted EPS per common share$72,66441,294,137$1.76$74,45741,149,990$1.81

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Note 12. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) ("AOCI") for the Company for the periods shown were as follows:

($ in thousands)September 30, 2024December 31, 2023
Unrealized loss on securities available for sale$(331,538)$(400,720)
Deferred tax asset76,75192,767
Net unrealized loss on securities available for sale(254,787)(307,953)
Postretirement plans liability(25)(100)
Deferred tax asset623
Net postretirement plans liability(19)(77)
Total accumulated other comprehensive loss$(254,806)$(308,030)

The following tables disclose the changes in AOCI for the three and nine months ended September 30, 2024 and 2023 (all amounts are net of tax):

($ in thousands)Unrealized Loss onSecuritiesAvailable for SalePostretirement Plans Asset(Liability)Total
Beginning balance$(315,153)$(38)$(315,191)
Other comprehensive income before reclassifications60,366—60,366
Amounts reclassified from accumulated other comprehensive income—1919
Net current period other comprehensive income60,3661960,385
Ending balance$(254,787)$(19)$(254,806)
($ in thousands)Unrealized Loss onSecuritiesAvailable for SalePostretirement Plans Asset(Liability)Total
Beginning balance$(338,251)$109$(338,142)
Other comprehensive loss before reclassifications(62,644)—(62,644)
Amounts reclassified from accumulated other comprehensive income—3434
Net current period other comprehensive (loss) income(62,644)34(62,610)
Ending balance$(400,895)$143$(400,752)

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($ in thousands)Unrealized Loss onSecuritiesAvailable for SalePostretirement Plans Asset(Liability)Total
Beginning balance$(307,953)$(77)$(308,030)
Other comprehensive income before reclassifications52,274—52,274
Amounts reclassified from accumulated other comprehensive income89258950
Net current-period other comprehensive income53,1665853,224
Ending balance$(254,787)$(19)$(254,806)
($ in thousands)Unrealized Loss onSecuritiesAvailable for SalePostretirement Plans Asset(Liability)Total
Beginning balance$(342,017)$42$(341,975)
Other comprehensive loss before reclassifications(58,878)—(58,878)
Amounts reclassified from accumulated other comprehensive income—101101
Net current-period other comprehensive (loss) income(58,878)101(58,777)
Ending balance$(400,895)$143$(400,752)

Amounts reclassified from AOCI for unrealized gain (loss) on securities available for sale represent realized securities gains or losses, net of tax effects. Amounts reclassified from AOCI for postretirement plans asset (liability) represent amortization of amounts included in AOCI, net of taxes, and are recorded in the "Other operating expenses" line item of the consolidated statements of income.

Note 13. Revenue from Contracts with Customers

All of the Company’s revenues that are in the scope of the “Revenue from Contracts with Customers” accounting standard (“ASC 606”) are recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the three and nine months ended September 30, 2024 and 2023. Items outside the scope of ASC 606 are noted as such.

For the Three Months EndedFor the Nine Months Ended
($ in thousands)September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Noninterest Income in-scope of ASC 606:
Service charges on deposit accounts$4,320$4,661$12,327$13,012
Other service charges and fees:
Bankcard interchange income, net2,3722,2397,0457,190
Other service charges and fees1,7101,3545,2084,184
Commissions from sales of financial products1,3711,2074,0683,926
Portion of other income in-scope of ASC 606—4783121,408
Noninterest income (in-scope of ASC 606)9,7739,93928,96029,720
Noninterest income (out-of-scope of ASC 606)3,8065,23812,11613,228
Total noninterest income$13,579$15,177$41,076$42,948

There have been no material changes from the Company's revenue streams accounted for under ASC 606 as discussed in Note 20 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

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