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EAGLE FINANCIAL SERVICES INC

For the period ended Mar 31, 2024. Filed May 15, 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.

Mar 31, 2024 · Filed May 15, 2024

EFSI$45.71+0.8%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements

Notes to Consolidated Finan cial Statements (Unaudited)

March 31, 2024

NOTE 1. General

The accompanying unaudited 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 Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at March 31, 2024 and December 31, 2023, the results of operations and the changes in shareholders' equity for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Eagle Financial Services, Inc. (the "Company") owns 100% of Bank of Clarke (the “Bank”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions between the Company and the Bank have been eliminated.

Certain amounts in the consolidated financial statements have been reclassified to conform to current year presentations. None of the reclassifications were of a material nature and they had no effect on prior year net income or shareholders' equity.

On January 1, 2024, the Company adopted 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," ("ASC 323"). These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The adoption resulted in an adjustment of $477 thousand, which reduced the investment balance and shareholders' equity. The Company invests in qualified affordable housing projects. The general purpose of these investments is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia, develop and implement strategies to maintain projects as low-income housing, provide tax credits and other tax benefits to investors, and to preserve and protect project assets.

NOTE 2. Stock-Based Compensation Plan

On May 16, 2023, the Company’s shareholders approved the 2023 Stock Incentive Plan which allows key employees and directors to increase their personal financial interest in the Company. The 2023 plan permits the issuance of incentive stock options and non-qualified stock options and the award of common stock, restricted stock, and stock units. The plan authorizes the issuance of up to 250,000 shares of common stock. The 2023 Stock Incentive Plan replaced the 2014 Stock Incentive Plan.

The Company periodically grants restricted stock to its directors, executive officers and certain non-executive officers. Restricted stock provides grantees with rights to shares of common stock upon completion of a service period or achievement of Company performance measures. During the restriction period, all shares are considered outstanding and dividends are paid to the grantee. Outside directors are periodically granted restricted shares which vest over a period ofone year. Executive officers have been granted restricted shares which vest over athree year service period and restricted shares which vest based on meeting annual performance measures over atwo year period. Certain non-executive officers also have been granted restricted shares which vest overa three year service period. The Company recognizes compensation expense over the restricted period based on the fair value of the Company's stock on the grant date. The Company's policy is to recognize forfeitures as they occur. As of March 31, 2024, there was $1.4 million of unrecognized compensation cost related to nonvested restricted stock.

The following table presents restricted stock activity for thethree months ended March 31, 2024 and 2023:

Three Months Ended
March 31,
20242023
SharesWeightedAverageGrant DateFair ValueSharesWeightedAverageGrant DateFair Value
Nonvested, beginning of period56,914$35.0638,780$33.47
Granted41,94030.0036,37836.80
Vested(23,557)34.22(12,749)32.33
Forfeited————
Nonvested, end of period75,297$32.4562,409$35.64

NOTE 3. Earnings Per Common Share

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Nonvested restricted shares are included in the weighted average number of common shares used to compute basic earnings per share because of dividend participation and voting rights. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The number of potential common shares is determined using the treasury method.

The following table shows the weighted average number of shares used in computing earnings per share for thethree months ended March 31, 2024 and 2023. During 2024 and 2023, there wereno potentially dilutive securities outstanding.

Three Months Ended
March 31,
20242023
Average number of common shares outstanding used to calculate basic and diluted earnings per share3,557,2033,522,431

NOTE 4. Securities

On January 1, 2023, the Company adopted Accounting Standards Codification ("ASC") 326, which made changes to accounting for available for sale debt securities whereby credit losses should be presented as an allowance, rather than as a write-down when management does not intend to sell and does not believe that it is more likely than not they will be required to sell a security prior to maturity. In addition, ASC 326 requires financial assets measured at amortized cost to measure an expected credit loss under the current expected credit losses ("CECL") methodology that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. All securities information presented below is in accordance with ASC 326.

Amortized costs and fair values of securities available for sale at March 31, 2024 and December 31, 2023 were as follows:

AmortizedCostGrossUnrealizedGainsGrossUnrealized(Losses)Fair Value
(in thousands)
Obligations of U.S. government corporations and agencies$8,960$—$(739)$8,221
Mortgage-backed securities137,061—(23,330)113,731
Obligations of states and political subdivisions6,191—(360)5,831
Subordinated debt4,750—(666)4,084
$156,962$—$(25,095)$131,867
(in thousands)
Obligations of U.S. government corporations and agencies$9,258$—$(667)$8,591
Mortgage-backed securities140,052—(21,230)118,822
Obligations of states and political subdivisions6,1911(261)5,931
Subordinated debt4,750—(651)4,099
$160,251$1$(22,809)$137,443

The amortized cost and estimated fair value of securities at March 31, 2024, by the earlier of contractual maturity or expected maturity, are shown below. The Company has elected to exclude accrued interest receivable, totaling $380 thousand at March 31, 2024, from the amortized cost basis of securities. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

Amortized CostFair Value
(in thousands)
Due in one year or less$1,269$1,263
Due after one year through five years7,4467,033
Due after five years through ten years17,47315,512
Due after ten years130,774108,059
$156,962$131,867

There have been no sales of available for sale securities during the three months ended March 31, 2024, or 2023.

The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at March 31, 2024 and December 31, 2023 were as follows:

Less than 12 months12 months or moreTotal
Fair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLosses
(in thousands)
Obligations of U.S. government corporations and agencies$—$—$8,221$739$8,221$739
Mortgage-backed securities——113,73123,330113,73123,330
Obligations of states and political subdivisions49645,3353565,831360
Subordinated debt——3,5846663,584666
$496$4$130,871$25,091$131,367$25,095
Less than 12 months12 months or moreTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
(in thousands)
Obligations of U.S. government corporations and agencies$—$—$8,591$667$8,591$667
Mortgage-backed securities——118,82221,230118,82221,230
Obligations of states and political subdivisions——5,4302615,430261
Subordinated debt221293,3786223,599651
$221$29$136,221$22,780$136,442$22,809

The reference point for determining when securities are in an unrealized loss position is month end. As such, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period.

There were 104 debt securities with a fair value below the amortized cost basis, totaling $131.4 million of aggregate fair value as of March 31, 2024. The Company concluded that a credit loss does not exist in its securities portfolio at March 31, 2024, and no impairment loss has been recognized based on the fact that (1) changes in fair value were caused primarily by fluctuations in interest rates, (2) securities with unrealized losses had generally high credit quality, (3) the Company intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Company will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Company’s mortgage-backed securities are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises. Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.

Securities having a carrying value of $7.4 million at March 31, 2024 were pledged as security for trust accounts.

The composition of restricted investments at March 31, 2024 and December 31, 2023 was as follows:

March 31, 2024December 31, 2023
(in thousands)
Federal Reserve Bank Stock$344$344
Federal Home Loan Bank Stock8,7559,084
Community Bankers’ Bank Stock140140
$9,239$9,568

NOTE 5. Loans and Allowance for Credit Losses on Loans

The composition of loans at March 31, 2024 and December 31, 2023 was as follows:

March 31,December 31,
20242023
(in thousands)
Mortgage real estate loans:
Construction & Secured by Farmland$82,692$84,145
HELOCs46,32947,674
Residential First Lien - Investor113,813117,431
Residential First Lien - Owner Occupied181,323178,180
Residential Junior Liens12,69012,831
Commercial - Owner Occupied254,744251,456
Commercial - Non-Owner Occupied & Multifamily344,192348,879
Commercial and industrial loans:
SBA PPP loans4551
Other commercial and industrial loans100,067107,777
Marine loans247,042251,168
Consumer loans34,52942,419
Overdrafts1,559253
Other loans12,46612,895
Total loans$1,431,491$1,455,159
Net deferred loan costs and premiums7,5617,527
Allowance for credit losses(14,448)(14,493)
$1,424,604$1,448,193

At March 31, 2024, the Company was servicing $7.6 million of loans for other financial institutions which are not included in the table above. Also excluded from the table above are net servicing assets of $144 thousand at March 31, 2024, which are recorded in other assets in the Consolidated Balance Sheets. When loans are sold with servicing retained, servicing assets are recorded which represent the Company's right to service loans that were sold. Servicing assets are initially recorded by the Company at fair value and are subsequently amortized in proportion to, and over the period of, estimated net servicing income.

Changes in the allowance for credit losses on loans for thethree months ended March 31, 2024 and 2023, and the year ended December 31, 2023 were as follows:

Three Months EndedYear EndedThree Months Ended
March 31,December 31,March 31,
202420232023
(in thousands)
Balance, beginning$14,493$11,218$11,218
Cumulative effect adjustment for adoption of ASC 326—2,0772,077
Provision for credit losses4751,641709
Recoveries added to the allowance18529821
Credit losses charged to the allowance(705)(741)(75)
Balance, ending$14,448$14,493$13,950

Past due loans by class at March 31, 2024 and December 31, 2023 were as follows:

(in thousands)
30 - 59DaysPast Due60 - 89DaysPast Due90 or MoreDaysPast DueTotal PastDueCurrentTotal Loans90 or MoreDays Past Due StillAccruing
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$—$82,692$82,692$—
HELOCs—19—1946,31046,329—
Residential First Lien - Investor904——904112,909113,813—
Residential First Lien - Owner Occupied139—147286181,037181,323—
Residential Junior Liens——9912,68112,690—
Commercial - Owner Occupied7——7254,737254,744—
Commercial - Non-Owner Occupied & Multifamily295——295343,897344,192—
Commercial and industrial loans:
SBA PPP loans————4545—
Other commercial and industrial loans——16216299,905100,067159
Marine loans605—5141,119245,923247,042—
Consumer loans222—25247434,05534,529252
Overdrafts————1,5591,559—
Other loans————12,46612,466—
Total$2,172$19$1,084$3,275$1,428,216$1,431,491$411
(in thousands)
30 - 59DaysPast Due60 - 89DaysPast Due90 or MoreDays PastDueTotal PastDueCurrentTotal Loans90 or MorePast DueStillAccruing
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$—$84,145$84,145$—
HELOCs————47,67447,674—
Residential First Lien - Investor844253—1,097116,334117,431—
Residential First Lien - Owner Occupied—78149227177,953178,180—
Residential Junior Liens——9912,82212,831—
Commercial - Owner Occupied————251,456251,456—
Commercial - Non-Owner Occupied & Multifamily————348,879348,879—
Commercial and industrial loans:
SBA PPP loans————5151—
Other commercial and industrial loans9—2635107,742107,77714
Marine loans——552552250,616251,168—
Consumer loans173—16734042,07942,419167
Overdrafts————253253—
Other loans————12,89512,895—
Total$1,026$331$903$2,260$1,452,899$1,455,159$181

Nonaccrual loans by class at March 31, 2024 and December 31, 2023 were as follows:

March 31, 2024 · December 31, 2023
(in thousands)(in thousands)
Nonaccruals with No Allowance for Credit LossesNonaccrual with an Allowance for Credit LossesNonaccrualLoansNonaccruals with No Allowance for Credit LossesNonaccrual with an Allowance for Credit LossesNonaccrualLoans
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$95$—$95
HELOCs———15—15
Residential First Lien - Investor1,063—1,0631,085—1,085
Residential First Lien - Owner Occupied224—224228—228
Residential Junior Liens9—911—11
Commercial - Owner Occupied7—722—22
Commercial - Non-Owner Occupied & Multifamily2,336—2,3363,625—3,625
Commercial and industrial loans:
SBA PPP loans——————
Other commercial and industrial loans3—312—12
Marine loans514—514552—552
Consumer loans——————
Overdrafts——————
Other loans——————
Total$4,156$—$4,156$5,645$—$5,645

The allowance for credit losses on loans by segment at March 31, 2024 and December 31, 2023 was as follows:

As of and For the Three Months Ended
(in thousands)
Constructionand FarmlandResidentialReal EstateCommercialReal Estate &MultiFamilyCommercialMarineConsumerAll OtherLoansUnallocatedTotal
Allowance for credit losses:
Beginning Balance$772$4,725$6,224$1,027$1,153$198$394$—$14,493
Charge-Offs(94)(15)—(74)(453)(38)(31)—(705)
Recoveries2615514—53—185
Provision197(95)(473)24841(32)(85)98475
Ending balance$877$4,621$5,906$991$1,541$133$281$98$14,448
Ending balance: Individually evaluated for impairment$—$—$—$—$—$—$—$—$—
Ending balance: Collectively evaluated for impairment$877$4,621$5,906$991$1,541$133$281$98$14,448
Loans:
Ending balance$82,692$354,155$598,936$100,112$247,042$34,529$14,025$—$1,431,491
Ending balance: Individually evaluated for impairment$—$1,263$2,336$—$514$—$—$—$4,113
Ending balance: Collectively evaluated for impairment$82,692$352,892$596,600$100,112$246,528$34,529$14,025$—$1,427,378
As of and For the Year Ended
(in thousands)
Constructionand FarmlandResidentialReal EstateCommercialReal Estate &MultiFamilyCommercialMarineConsumerAll OtherLoansUnallocatedTotal
Allowance for credit losses:
Beginning Balance$2,714$1,735$2,221$2,222$1,555$299$472$—$11,218
Cumulative effect adjustment for adoption of ASC 326(1,840)1,9333,584(1,102)(285)(123)(90)—2,077
Charge-Offs———(312)(126)(121)(182)—(741)
Recoveries818—43—48181—298
Provision(110)1,03941917699513—1,641
Ending balance$772$4,725$6,224$1,027$1,153$198$394$—$14,493
Ending balance: Individually evaluated for impairment$—$—$—$—$—$—$—$—$—
Ending balance: Collectively evaluated for impairment$772$4,725$6,224$1,027$1,153$198$394$—$14,493
Loans:
Ending balance$84,145$356,116$600,335$107,828$251,168$42,419$13,148$—$1,455,159
Ending balance: Individually evaluated for impairment$95$1,288$3,639$—$552$—$—$—$5,574
Ending balance: Collectively evaluated for impairment$84,050$354,828$596,696$107,828$250,616$42,419$13,148$—$1,449,585

The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment:

March 31, 2024 · December 31, 2023
(in thousands)(in thousands)
(in thousands)Real Estate CollateralOther CollateralTotalReal Estate CollateralOther CollateralTotal
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$95$—$95
HELOCs——————
Residential First Lien - Investor1,063—1,0631,086—1,086
Residential First Lien - Owner Occupied191—191194—194
Residential Junior Liens9—98—8
Commercial - Owner Occupied———14—14
Commercial - Non-Owner Occupied & Multifamily2,336—2,3363,625—3,625
Commercial and industrial loans:
SBA PPP loans——————
Other commercial and industrial loans——————
Marine loans—514514—552552
Consumer loans——————
Overdrafts——————
Other loans——————
$3,599$514$4,113$5,022$552$5,574

The Company did not identify any significant changes in the extent to which collateral secures its collateral dependent loans, whether in the form of general deterioration or from other factors during the period ended March 31, 2024.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. This analysis is performed on a quarterly basis. The following table presents risk ratings by loan portfolio segment and origination year. Description of these ratings are as follows:

PassPass loans exhibit acceptable history of profits, cash flow ability and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower in an as agreed manner.
Special MentionSpecial mention loans exhibit negative trends and potential weakness that, if left uncorrected, may negatively affect the borrower’s ability to repay its obligations. The risk of default is not imminent and the borrower still demonstrates sufficient financial strength to service debt.
ClassifiedClassified loans include loans rated Substandard, Doubtful and Loss.
•Substandard loans exhibit well defined weaknesses resulting in a higher probability of default. The borrowers exhibit adverse financial trends and a diminishing ability or willingness to service debt.
•Doubtful loans exhibit all of the characteristics inherent in substandard loans; however given the severity of weaknesses, the collection of 100% of the principal is unlikely under current conditions.
•Loss loans are considered uncollectible over a reasonable period of time and of such little value that its continuance as a bankable asset is not warranted.

Credit quality information by class at March 31, 2024 and December 31, 2023 was as follows:

Term Loan Amortized Cost Basis by Origination Year
(in thousands)20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage real estate loans:
Construction & Secured by Farmland
Pass$3,581$32,199$20,332$4,911$4,797$5,904$3,225$—$74,949
Special Mention—6,532———1,032——7,564
Classified————14336——179
Total$3,581$38,731$20,332$4,911$4,940$6,972$3,225$—$82,692
Current period gross charge-offs$—$—$—$—$—$94$—$—$94
HELOCs
Pass$—$—$—$—$—$—$46,280$—$46,280
Special Mention——————49—49
Classified—————————
Total$—$—$—$—$—$—$46,329$—$46,329
Current period gross charge-offs$—$—$—$—$—$14$—$—$14
Residential First Lien - Investor
Pass$1,674$18,785$22,529$30,136$9,795$24,715$—$1,146$108,780
Special Mention——2772761,7721,645——3,970
Classified———1,063————1,063
Total$1,674$18,785$22,806$31,475$11,567$26,360$—$1,146$113,813
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential First Lien - Owner Occupied
Pass$8,267$55,504$34,025$23,561$35,310$23,404$—$556$180,627
Special Mention—————47——47
Classified—————649——649
Total$8,267$55,504$34,025$23,561$35,310$24,100$—$556$181,323
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential Junior Liens
Pass$242$2,643$2,836$3,357$1,460$1,926$—$186$12,650
Special Mention—————————
Classified—————25—1540
Total$242$2,643$2,836$3,357$1,460$1,951$—$201$12,690
Current period gross charge-offs$—$—$—$—$—$1$—$—$1
Commercial - Owner Occupied
Pass$3,795$35,991$66,215$35,461$22,616$62,550$1,629$4,226$232,483
Special Mention—55810,1934,3972,1293,525——20,802
Classified———9584947——1,459
Total$3,795$36,549$76,408$40,816$25,239$66,082$1,629$4,226$254,744
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial - Non-Owner Occupied & Multifamily
Pass$959$41,292$80,586$65,003$62,800$47,580$1,196$5,561$304,977
Special Mention—15,67110,8073,6596,741———36,878
Classified————2,337———2,337
Total$959$56,963$91,393$68,662$71,878$47,580$1,196$5,561$344,192
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial loans:
SBA PPP loans
Pass$—$—$—$45$—$—$—$—$45
Special Mention—————————
Classified—————————
Total$—$—$—$45$—$—$—$—$45
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Other commercial and industrial loans
Pass$3,766$12,803$25,956$8,154$4,421$6,268$32,496$1,042$94,906
Special Mention—2,969———441,8293165,158
Classified————3———3
Total$3,766$15,772$25,956$8,154$4,424$6,312$34,325$1,358$100,067
Current period gross charge-offs$—$11$9$—$54$—$—$—$74
Marine loans
Pass$—$84,210$126,544$35,114$660$—$—$—$246,528
Special Mention—————————
Classified—514——————514
Total$—$84,724$126,544$35,114$660$—$—$—$247,042
Current period gross charge-offs$—$366$87$—$—$—$—$—$453
Consumer loans
Pass$699$2,993$13,411$5,966$8,448$1,692$1,279$41$34,529
Special Mention—————————
Classified—————————
Total$699$2,993$13,411$5,966$8,448$1,692$1,279$41$34,529
Current period gross charge-offs$28$10$—$—$—$—$—$—$38
Overdrafts
Pass$—$—$—$—$—$—$—$—$—
Special Mention—————————
Classified1,559———————1,559
Total$1,559$—$—$—$—$—$—$—$1,559
Current period gross charge-offs$31$—$—$—$—$—$—$—$31
Other loans
Pass$—$65$9,927$—$—$2,409$59$6$12,466
Special Mention—————————
Classified—————————
Total$—$65$9,927$—$—$2,409$59$6$12,466
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Total by Risk Category
Pass$22,983$286,485$402,361$211,708$150,307$176,448$86,164$12,764$1,349,220
Special Mention—25,73021,2778,33210,6426,2931,87831674,468
Classified1,559514—2,0212,977717—157,803
Total$24,542$312,729$423,638$222,061$163,926$183,458$88,042$13,095$1,431,491
Total current period gross charge-offs$59$387$96$—$54$109$—$—$705
Term Loan Amortized Cost Basis by Origination Year
(in thousands)20232022202120202019PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage real estate loans:
Construction & Secured by Farmland
Pass$34,617$21,460$7,584$4,851$2,389$2,829$7,052$57$80,839
Special Mention—1,173——1,040815——3,028
Classified———145—133——278
Total$34,617$22,633$7,584$4,996$3,429$3,777$7,052$57$84,145
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
HELOCs
Pass$—$—$—$—$—$—$47,610$—$47,610
Special Mention——————49—49
Classified——————15—15
Total$—$—$—$—$—$—$47,674$—$47,674
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential First Lien - Investor
Pass$19,394$23,205$31,371$10,667$4,054$22,265$—$367$111,323
Special Mention—1,273—1,1806261,944——5,023
Classified——1,085—————1,085
Total$19,394$24,478$32,456$11,847$4,680$24,209$—$367$117,431
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential First Lien - Owner Occupied
Pass$59,007$33,793$23,749$35,783$3,932$20,413$—$589$177,266
Special Mention—————258——258
Classified—————656——656
Total$59,007$33,793$23,749$35,783$3,932$21,327$—$589$178,180
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential Junior Liens
Pass$2,562$2,902$3,429$1,486$606$1,613$—$189$12,787
Special Mention—————————
Classified—————27—1744
Total$2,562$2,902$3,429$1,486$606$1,640$—$206$12,831
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial - Owner Occupied
Pass$36,736$68,868$40,707$22,871$13,971$50,059$3,088$4,364$240,664
Special Mention—3,817642,1451,8771,402——9,305
Classified——967498—8—141,487
Total$36,736$72,685$41,738$25,514$15,848$51,469$3,088$4,378$251,456
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial - Non-Owner Occupied & Multifamily
Pass$56,510$88,518$64,005$65,075$15,563$34,619$1,196$5,651$331,137
Special Mention6244,7483,6855,060————14,117
Classified———2,355—1,270——3,625
Total$57,134$93,266$67,690$72,490$15,563$35,889$1,196$5,651$348,879
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial loans:
SBA PPP loans
Pass$—$—$51$—$—$—$—$—$51
Special Mention—————————
Classified—————————
Total$—$—$51$—$—$—$—$—$51
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Other commercial and industrial loans
Pass$15,052$26,798$8,659$4,824$2,629$3,898$43,188$1,005$106,053
Special Mention1,125——13192203441,712
Classified———3——9—12
Total$16,177$26,798$8,659$4,840$2,630$3,907$43,417$1,349$107,777
Current period gross charge-offs$231$81$—$—$—$—$—$—$312
Marine loans
Pass$86,001$128,456$35,492$667$—$—$—$—$250,616
Special Mention—————————
Classified367185——————552
Total$86,368$128,641$35,492$667$—$—$—$—$251,168
Current period gross charge-offs$—$126$—$—$—$—$—$—$126
Consumer loans
Pass$3,427$13,950$6,205$8,687$1,747$21$8,354$28$42,419
Special Mention—————————
Classified—————————
Total$3,427$13,950$6,205$8,687$1,747$21$8,354$28$42,419
Current period gross charge-offs$—$3$—$66$—$—$52$—$121
Overdrafts
Pass$—$—$—$—$—$—$—$—$—
Special Mention—————————
Classified253———————253
Total$253$—$—$—$—$—$—$—$253
Current period gross charge-offs$182$—$—$—$—$—$—$—$182
Other loans
Pass$69$10,176$—$—$—$2,587$55$8$12,895
Special Mention—————————
Classified—————————
Total$69$10,176$—$—$—$2,587$55$8$12,895
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Total by Risk Category
Pass$313,375$418,126$221,252$154,911$44,891$138,304$110,543$12,258$1,413,660
Special Mention1,74911,0113,7498,3983,5444,42826934433,492
Classified6201852,0523,001—2,09424318,007
Total$315,744$429,322$227,053$166,310$48,435$144,826$110,836$12,633$1,455,159
Total current period gross charge-offs$413$210$—$66$—$—$52$—$741

NOTE 6. Restructurings for Borrowers Experiencing Financial Difficulty

There wereno loans modified during thethree months ended March 31, 2024. The following table presents the amortized cost of loans that were modified during the three months ended March 31, 2023 by loan portfolio segment:

(Dollars in thousands)
Term ExtensionTotal% of Total Class of Loans
Mortgage real estate loans:
Residential First Lien - Owner Occupied$355$3550.27%
Total$355$355

None of the loans that were modified defaulted during the three months ended March 31, 2023 and the loans remain current with contractual payments as of March 31, 2024. The financial effects of the term extensions during the prior-year period added a weighted average of 1.0 years to the life of loans which reduced the payment amounts for the borrowers.

Management defines default as over 30 days contractually past due under the modified terms, the foreclosure and/or repossession of the collateral, or the charge-off of the loan during the twelve-month period subsequent to the modification.

NOTE 7. Deposits

The composition of deposits at March 31, 2024 and December 31, 2023 was as follows:

March 31, 2024December 31, 2023
(in thousands)
Noninterest bearing demand deposits$424,869$436,619
Savings and interest bearing demand deposits:
NOW accounts$263,579$253,353
Money market accounts263,791263,633
Regular savings accounts139,360139,453
$666,730$656,439
Time deposits:
Balances of less than $250,000$243,226$257,418
Balances of $250,000 and more139,117155,846
$382,343$413,264
$1,473,942$1,506,322

NOTE 8. Leases

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

The Company’s four long-term lease agreements are classified as operating leases. These leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liability to the extent the options are reasonably certain of being exercised. The lease agreements do not provide for a residual value guarantee and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases:

(dollars in thousands)
March 31, 2024December 31, 2023
Lease liabilities$4,588$4,653
Right-of-use assets$4,291$4,387
Weighted average remaining lease term13 years14 years
Weighted average discount rate3.11%3.09%
Three Months Ended
Lease CostMarch 31, 2024March 31, 2023
Operating lease cost$132$132
Short-term lease cost44
Total lease cost$136$136
Cash paid for amounts included in the measurement of lease liabilities$118$117

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liabilities is as follows:

(dollars in thousands)As of
Lease payments dueMarch 31, 2024
Twelve months ending March 31, 2025$481
Twelve months ending March 31, 2026484
Twelve months ending March 31, 2027393
Twelve months ending March 31, 2028392
Twelve months ending March 31, 2029397
Thereafter3,654
Total undiscounted cash flows$5,801
Discount(1,213)
Lease liabilities$4,588

NOTE 9. Fair Value Measurements

GAAP requires the Company to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

“Fair Value Measurements” defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following section provides a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities Available for Sale: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

Derivative instruments are recorded at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities.

The following table presents balances of financial assets and liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023:

Fair Value Measurements at
Using
Balance as ofQuoted Pricesin ActiveMarkets forIdentical AssetsSignificantOtherObservableInputsSignificantUnobservableInputs
March 31, 2024(Level 1)(Level 2)(Level 3)
(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies$8,221$—$8,221$—
Mortgage-backed securities113,731—113,731—
Obligations of states and political subdivisions5,831—5,831—
Subordinated debt4,084—4,084—
Derivative:
Interest rate swaps1,513—1,513—
Total assets at fair value$133,380$—$133,380$—
Liabilities:
Interest rate swaps$1,513$—$1,513$—
Total liabilities at fair value$1,513$—$1,513$—
Fair Value Measurements at
Using
Balance as ofQuoted Pricesin ActiveMarkets forIdentical AssetsSignificantOtherObservableInputsSignificantUnobservableInputs
December 31, 2023(Level 1)(Level 2)(Level 3)
(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies$8,591$—$8,591$—
Mortgage-backed securities118,822—118,822—
Obligations of states and political subdivisions5,931—5,931—
Subordinated debt4,099—4,099—
Derivative:
Interest rate swap1,465—1,465—
Total assets at fair value$138,908$—$138,908$—
Liabilities:
Interest rate swap1,465—1,465—
Total liabilities at fair value$1,465$—$1,465$—

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower of cost or market accounting or write downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial and nonfinancial assets recorded at fair value on a nonrecurring basis in the financial statements:

Loans Held for Sale: Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during three months ended March 31, 2024 and the year ended December 31, 2023.

Individually Evaluated Collateral-Dependent Loans: The estimated fair value of individually evaluated collateral-dependent loans is based on the value of the underlying collateral or the value of the underlying collateral, less estimated cost to sell, as appropriate. Collateral is generally real estate; however, collateral may include vehicles, equipment, inventory, accounts receivable, and/or other business assets. The value of real estate collateral is determined using a market valuation approach based on an appraisal conducted by an independent, licensed appraiser. The value of other assets may also be based on an appraisal, market quotations, aging schedules or other sources. Collateral-dependent individually evaluated loans are classified within Level 3 of the fair value hierarchy. Any fair value adjustments are recorded in the period incurred as a provision for credit losses on the Consolidated Statements of Income. There were no individually evaluated collateral dependent loans recorded at fair value at March 31, 2024 or December 31, 2023.

Other Real Estate Owned: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the property, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to fair value less cost to sell. The fair value measurement of real estate held in other real estate owned is assessed in the same manner as impaired loans described above. We believe that the fair value follows the provisions of GAAP. The Company heldno other real estate owned at March 31, 2024 or December 31, 2023.

Repossessed Assets: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the asset, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant improvements are capitalized, whereas costs relating to holding assets are expensed. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of an asset to fair value less cost to sell. The fair value measurement of repossessed assets is assessed in the same manner as impaired loans described above. We believe that the fair value follows the provisions of GAAP. The Company held $415 thousand and $304 thousand at March 31, 2024 and December 31, 2023.

The following table displays quantitative information about Level 3 Fair Value Measurements for certain financial assets measured at fair value on a nonrecurring basis for March 31, 2024 and December 31, 2023.

Quantitative information about Level 3 Fair Value Measurements
Valuation Technique(s)Unobservable InputRangeWeighted Average (1)
Assets:
Repossessed assetsDiscounted appraised valueSelling cost4% - 10%8 %
Quantitative information about Level 3 Fair Value Measurements
Valuation Technique(s)Unobservable InputRangeWeighted Average (1)
Assets:
Repossessed assetsDiscounted appraised valueSelling cost10 %10 %

(1)Weighted based on the relative fair value of the specific items measured at fair value.

The following table summarizes the Company's nonfinancial assets that were measured at fair value on a nonrecurring basis at March 31, 2024 and December 31, 2023.

Carrying value at
Balance as ofIdenticalAssetsObservableInputsUnobservableInputs
March 31, 2024(Level 1)(Level 2)(Level 3)
(in thousands)
Nonfinancial Assets:
Repossessed assets415——415
Carrying value at
Balance as ofQuoted Pricesin ActiveMarketsfor IdenticalAssetsSignificantOtherObservableInputsSignificantUnobservableInputs
December 31, 2023(Level 1)(Level 2)(Level 3)
(in thousands)
Nonfinancial Assets:
Repossessed assets$304$—$—$304

The carrying value and fair value of the Company’s financial instruments at March 31, 2024 and December 31, 2023 were as follows:

Fair Value Measurements at
Using
CarryingValueas of · Quoted Pricesin ActiveMarkets forIdenticalAssets · SignificantOtherObservableInputs · SignificantUnobservableInputs · Fair Valueas of
March 31, 2024 · (Level 1) · (Level 2) · (Level 3) · March 31, 2024
(in thousands)
Financial assets:
Cash and short-term investments$127,633$127,633$—$—$127,633
Securities131,867—131,867—131,867
Restricted investments9,239—9,239—9,239
Loans held for sale1,5931,593—1,593
Loans, net1,424,604——1,340,1721,340,172
Bank owned life insurance29,843—29,843—29,843
Accrued interest receivable5,137—5,137—5,137
Interest rate swaps1,513—1,513—1,513
Financial liabilities:
Deposits$1,473,942$—$1,473,772$—$1,473,772
Federal funds purchased347—347—347
Federal Home Loan Bank advances, short-term10,000—9,977—9,977
Federal Home Loan Bank advances, long-term145,000—145,145—145,145
Subordinated debt, net of unamortized issuance costs29,461—25,122—25,122
Accrued interest payable1,912—1,912—1,912
Interest rate swaps1,513—1,513—1,513
Fair Value Measurements at
Using
Carrying Valueas of · Quoted Pricesin ActiveMarkets forIdenticalAssets · SignificantOtherObservableInputs · SignificantUnobservableInputs · Fair Valueas of
December 31, 2023 · (Level 1) · (Level 2) · (Level 3) · December 31, 2023
(in thousands)
Financial assets:
Cash and short-term investments$138,353$138,353$—$—$138,353
Securities137,443—137,443—137,443
Restricted Investments9,568—9,568—9,568
Loans held for sale1,6611,661—1,661
Loans, net1,448,193——1,377,0171,377,017
Bank owned life insurance29,575—29,575—29,575
Accrued interest receivable5,008—5,008—5,008
Interest rate swap1,465—1,465—1,465
Financial liabilities:
Deposits$1,506,322$—$1,506,147$—$1,506,147
Federal Home Loan Bank advances, short-term20,000—19,954—19,954
Federal Home Loan Bank advances, long-term145,000—145,141—145,141
Subordinated debt, net of unamortized issuance costs29,444—25,581—25,581
Accrued interest payable2,364—2,364—2,364
Interest rate swap1,465—1,465—1,465

NOTE 10. Change in Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes unrealized gains and losses on available for sale securities and changes in benefit obligations and plan assets for the post retirement benefit plan. Changes to accumulated other comprehensive income (loss) are presented net of their tax effect as a component of equity. Reclassifications out of accumulated other comprehensive income (loss) are recorded in the Consolidated Statements of Income either as a gain or loss.

Changes to accumulated other comprehensive income (loss) by component are shown in the following table for the periods indicated:

Three Months Ended
March 31,
20242023
UnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotalUnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotal
(dollars in thousands) · (dollars in thousands)
January 1$(18,020)$14$(18,006)$(20,465)$19$(20,446)
Other comprehensive (loss) income before reclassifications(2,287)(4)(2,291)3,772(8)3,764
Reclassifications—(1)(1)———
Tax effect of current period changes4801481(792)3(789)
Current period changes net of taxes(1,807)(4)(1,811)2,980(5)2,975
March 31$(19,827)$10$(19,817)$(17,485)$14$(17,471)

For the three months ended March 31, 2024 reclassifications out of accumulated other comprehensive income (loss) totaled $1 thousand and were recognized as a component of post retirement benefit cost in noninterest expenses of the Consolidated Statements of Income. Tax related to the reclassification was $1 thousand.

NOTE 11. Other Real Estate Owned

The following table is a summary of other real estate owned (“OREO”) activity for thethree months ended March 31, 2024 and 2023 and the year ended December 31, 2023:

Three Months EndedYear EndedThree Months Ended
March 31,December 31,March 31,
202420232023
(in thousands)
Balance, beginning$—$108$108
Transfer from loans———
Gain on foreclosures———
Sales—(108)(108)
Valuation adjustments———
Balance, ending$—$—$—

There were no loans collateralized by residential real estate in the process of foreclosure at March 31, 2024 and December 31, 2023.

NOTE 12. Qualified Affordable Housing Project Investments

The Company invests in qualified affordable housing projects. The general purpose of these investments is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia, develop and implement strategies to maintain projects as low-income housing, provide tax credits and other tax benefits to investors, and to preserve and protect project assets.

On January 1, 2024, the Company adopted ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method." The adoption resulted in an adjustment of $477 thousand, which reduced the investment balance and shareholders' equity.

At March 31, 2024 and December 31, 2023, the balance of the investment for qualified affordable housing projects was $1.5 million and $2.0 million, respectively. These balances are reflected in Other assets on the Consolidated Balance Sheets. Total unfunded commitments related to the investments in qualified affordable housing projects totaled zero at both March 31, 2024 and December 31, 2023.

During each of the three months ended March 31, 2024 and March 31, 2023, the Company recognized amortization expense of $74 thousand and $104 thousand, respectively. Beginning in 2024, upon adoption of ASU 2023-02, the amortization expense was included in income tax expense, while in 2023 and prior it was included in Other operating expenses on the Consolidated Statements of Income.

Total estimated credits to be received during 2024 are$306 thousand based on the most recent quarterly estimates received from the funds. Total tax credits and other tax benefits recognized during the three months ended March 31, 2024 and 2023, were$77 thousand and $90 thousand, respectively.

NOTE 13. Recent Accounting Pronouncements and Other Authoritative Guidance

Pending Adoption

In March 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concepts Statements”. This ASU contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively to all new transactions recognized on or after the date that the entity first applies the amendments or retrospectively to the beginning of the earliest comparative period presented in which the amendments were first applied. If an entity adopts the amendments retrospectively, it should adjust the opening balance of retained earnings as of the beginning of the earliest comparative period presented. The Company does not expect the adoption of ASU 2024-02 to have a material impact on our consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards”. This ASU provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. This ASU is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the annual period that includes that interim period. Transition can be done either retrospectively or prospectively. The Company does not expect the adoption of ASU 2024-01 to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740), Improvements to Income Tax Disclosures." The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity's applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision marker ("CODM"), an amount for other segment items by reportable segment and a description of its composition, all annual disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with the measurement principles used in an entity’s consolidated financial statements. Lastly, this ASU requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements.

Recently Adopted

In March 2023, FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method." These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU is effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. ASU 2023-02 was effective for the Company on January 1, 2024. The adjustment recorded at adoption consisted of a decrease to other assets and shareholders' equity of $477 thousand. In addition, during 2024 and forward, the amortization will be posted to income taxes instead of non-interest expense.

NOTE 14. Borrowings

On March 31, 2022, the Company entered into Subordinated Note Purchase Agreements with certain purchasers pursuant to which the Company issued and sold $30.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032 (the “Notes”).

The Company uses the net proceeds of the Notes offering for general corporate purposes, organic growth and to support the Bank’s regulatory capital ratios. The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes at the holding company and bear an initial interest rate of 4.50% until April 1, 2027, with interest during this period payable semi-annually in arrears. From and including April 1, 2027, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 2.35%, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company at its option, in whole or in part, on or after April 1, 2027. Initial debt issuance costs were $673 thousand. The debt balance of $30.0 million is presented net of unamortized issuance costs of $539 thousand at March 31, 2024.

The Company had $155.0 million in total borrowings with the FHLB at March 31, 2024, with $10.0 million being short-term borrowings and $145.0 million being long-term borrowings. The interest rates on the long-term borrowings with the FHLB ranged from 4.43% to 4.83%, with a weighted average rate of 4.65%. Of the long-term FHLB borrowings, $50.0 million is due in 2024, $55.0 million is due in 2025 and $40.0 million is due in 2026. At December 31, 2023, the Company had $145.0 million in long-term and $20.0 million in short-term outstanding borrowings with the FHLB. The Company had $115.6 million in irrevocable letters of credit at March 31, 2024 with the FHLB to secure public deposits.

NOTE 15. Derivatives

The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates, and to assist customers with their risk management objectives. Derivative contracts that are not designated in a qualifying hedging relationships include customer accommodation loan swaps. The Company enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Company receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of the swaps with borrowers and the swaps with dealer counterparties.

The following table summarize key elements of the Company's derivative instruments at March 31, 2024 and December 31, 2023.

Notional AmountAssetsLiabilities
(in thousands)
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower$40,815$1,234$279
Matched interest rate swaps with counterparty40,8152791,234
Notional AmountAssetsLiabilities
(in thousands)
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower$41,051$844$621
Matched interest rate swaps with counterparty41,051621844

NOTE 16. Business Segments

The Company has three reportable operating segments: community banking, marine lending and wealth management. Revenue from community banking operations consist primarily of net interest income related to investments in loan and securities and outstanding deposits and borrowings, fees earned on deposit accounts and debit card interchange activity. Revenue from marine lending operations consist primarily of net interest income related to commercial and consumer marine loans. The wealth management division's net revenues are comprised primarily of income from offering wealth management services and insurance products through third-party service providers.

On August 23, 2023, the Company completed a sale of specific assets from its marine lending segment. As part of the sale, the Company sold its interest in marine vessel floor plan loans totaling $52.8 million, its rights to service loans that had been sold to secondary market investors prior to the date of sale (valued at $595 thousand on balance sheet prior to sale), and other assets that were not individually significant. The Company received total consideration, net of selling expenses, of $53.5 million and recognized a gain of $435 thousand. The assets sold as well as their related revenues and contribution to earnings did not constitute a significant portion of the Company's assets or operating results for the year ended December 31, 2023. Subsequent to the sale of these assets, the Company retained ownership of its marine vessel retail loans which continue to constitute a significant portion of the Company's assets, revenues, and earnings. The Company expects to cease accepting new marine lending business and hold the retained outstanding loans until they are ultimately repaid.

Financial information of the parent company is included in the "All Other" category. The parent company's revenue and expenses are comprised primarily of interest expense associated with subordinated debt.

The following table provides income and asset information as of March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and March 31, 2023, which are included within the Consolidated Balance Sheets and Consolidated Statements of Income. The results by business segment are based on management’s accounting process, which assigns income statement items and assets to each operating segment. Given the Company's reportable segments are contained within the Bank, management must make certain allocations of expenses, which may not be representative of the costs expected to be incurred if the specific business segments operated as stand-alone entities. The Company expects it will continue to evaluate its business segments and internal reporting structure, including the production of discrete financial information to the chief operating decision-maker.

Three Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$18,450$3,462$—$—$—$21,912
Interest Expense7,6941,440—354—9,488
Net Interest Income (Expense)10,7562,022—(354)—12,424
Gain on sales of loans161————161
Other noninterest income1,932—1,378——3,310
Net Revenue12,8492,0221,378(354)—15,895
Provision for credit losses86389———475
Noninterest expense11,317218729113—12,377
Income before taxes1,4461,415649(467)—3,043
Income tax expense145297136(83)—495
Net Income$1,301$1,118$513$(384)$—$2,548
Other data:
Capital expenditures$91$—$3$—$—$94
Depreciation and amortization338—3217—387
Three Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$15,241$3,317$—$—$—$18,558
Interest Expense4,3671,193—354—5,914
Net Interest Income (Expense)10,8742,124—(354)—12,644
Gain on sales of loans214242———456
Other noninterest income1,862501,158——3,070
Net Revenue12,9502,4161,158(354)—16,170
Provision for credit losses506158———664
Noninterest expense10,3601,282603141—12,386
Income before taxes2,084976555(495)—3,120
Income tax expense327205117(114)—535
Net Income$1,757$771$438$(381)$—$2,585
Other data:
Capital expenditures$(10)$17$—$—$—$7
Depreciation and amortization420953117—563
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
Total assets at March 31, 2024$1,526,973$253,912$1,051$965$—$1,782,901
Total assets at December 31, 2023$1,562,600$261,011$1,080$906$—$1,825,597
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.