The First Bancshares - 10-Q quarterly report FY2023 Q1

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Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number: 000-22507

THE FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Mississippi			64-0862173
(State of Incorporation)			(IRS Employer Identification No)


6480 U.S. Highway 98 West, Suite A, Hattiesburg, Mississippi			39402
(Address of principal executive offices)			(Zip Code)

(601) 268-8998

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	FBMS	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller Reporting Company	☐
Emerging growth company	☐

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock, $1.00 par value, 32,301,491 shares issued and 31,051,884 outstanding as of May 3, 2023.


Auditor Firm PCAOB ID: 686			Auditor Name: FORVIS, LLP			Auditor Location: Jackson, MS

Table of Contents

The First Bancshares, Inc.

Form 10-Q

Quarter Ended March 31, 2023

Index


Part I. Financial Information

Item 1.	Financial Statements	3
	Consolidated Balance Sheets—Unaudited at March 31, 2023	3
	Consolidated Statements of Income—Unaudited	4
	Consolidated Statements of Comprehensive Income (Loss)—Unaudited	5
	Consolidated Statements of Changes in Shareholders’ Equity —Unaudited	6
	Consolidated Statements of Cash Flows—Unaudited	7
	Notes to Consolidated Financial Statements—Unaudited	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	57
Item 4.	Controls and Procedures	59

Part II. Other Information

Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	62
Signatures		63

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE FIRST BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

($ in thousands)


	(Unaudited)
	March 31, 2023		December 31, 2022
ASSETS
Cash and due from banks	$	106,586	$	67,176
Interest-bearing deposits with banks	226,905		78,139
Total cash and cash equivalents	333,491		145,315
Securities available-for-sale, at fair value (amortized cost: $1,387,394 - 2023; $1,418,337 - 2022; allowance for credit losses: $0)	1,249,791		1,257,101
Securities held to maturity, net of allowance for credit losses of $0 (fair value: $639,518 - 2023; $642,097 - 2022)	678,161		691,484
Other securities	34,423		33,944
Total securities	1,962,375		1,982,529
Loans held for sale	4,073		4,443
Loans held for investment	4,969,776		3,774,157
Allowance for credit losses	(52,450)		(38,917)
Net loans held for investment	4,917,326		3,735,240
Interest receivable	29,983		27,723
Premises and equipment	178,410		143,518
Operating lease right-of-use assets	6,464		7,620
Finance lease right-of-use assets	1,814		1,930
Cash surrender value of bank-owned life insurance	131,945		95,571
Goodwill	271,804		180,254
Other real estate owned	5,066		4,832
Other assets	174,565		132,742
Total assets	$	8,017,316	$	6,461,717
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing	$	2,082,441	$	1,630,203
Interest-bearing	4,585,515		3,864,201
Total deposits	6,667,956		5,494,404
Interest payable	4,087		3,324
Borrowed funds	250,000		130,100
Subordinated debentures	154,127		145,027
Operating lease liabilities	6,624		7,810
Finance lease liabilities	1,874		1,918
Allowance for credit losses on off-balance sheet credit exposures	1,825		1,325
Other liabilities	34,396		31,146
Total liabilities	7,120,889		5,815,054
Shareholders’ equity:
Common stock, par value $1 per share, 40,000,000 shares authorized; 32,304,153 shares issued at March 31, 2023, and 25,275,369 shares issued at December 31, 2022, respectively	32,304		25,275
Additional paid-in capital	773,612		558,833
Retained earnings	262,396		252,623
Accumulated other comprehensive (loss) income	(130,774)		(148,957)
Treasury stock, at cost, 1,249,607 shares at March 31, 2023 and at December 31, 2022	(41,111)		(41,111)
Total shareholders’ equity	896,427		646,663
Total liabilities and shareholders’ equity	$	8,017,316	$	6,461,717

See Notes to Consolidated Financial Statements

Table of Contents

THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

($ in thousands, except earnings and dividends per share)


	(Unaudited)
	Three Months Ended March 31,
	2023		2022
Interest and dividend income:
Interest and fees on loans	$	67,733	$	34,154
Interest and dividends on securities:
Taxable interest and dividends	8,759		6,152
Tax exempt interest	2,948		2,422
Interest on federal funds sold and interest-bearing deposits in other banks	898		13
Total interest income	80,338		42,741
Interest expense:
Interest on deposits	12,277		2,283
Interest on borrowed funds	3,135		1,819
Total interest expense	15,412		4,102
Net interest income	64,926		38,639
Provision for credit losses, LHFI	10,500		—
Provision for credit losses, OBSC exposures	500		—
Net interest income after provision for credit losses	53,926		38,639
Non-interest income:
Service charges on deposit accounts	3,657		2,040
(Loss) gain on securities	—		(3)
Government awards/grants	—		702
BOLI death proceeds	—		1,630
(Loss) gain on sale of premises and equipment	662		2
Other	8,293		6,786
Total non-interest income	12,612		11,157
Non-interest expense:
Salaries and employee benefits	23,572		16,799
Occupancy and equipment	5,296		3,876
Acquisition expense/charter conversion	3,793		408
Other	13,009		7,507
Total non-interest expense	45,670		28,590
Income before income taxes	20,868		21,206
Income tax expense	4,597		4,377
Net income	$	16,271	$	16,829

Basic earnings per share	$	0.52	$	0.81
Diluted earnings per share	0.52		0.81

See Notes to Consolidated Financial Statements

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THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in thousands)


	(Unaudited)
	Three Months Ended March 31,
	2023		2022
Net income	$	16,271	$	16,829
Other comprehensive income (loss):
Unrealized holding (losses) gains arising during the period on available-for-sale securities	24,249		(102,849)
Reclassification adjustment for (accretion) amortization of unrealized holdings gain/(loss) included in accumulated other comprehensive income from the transfer of securities available-for-sale to held-to-maturity	92		—
Reclassification adjustment for losses (gains) included in net income	—		3
Unrealized holding (losses) gains arising during the period on available-for-sale securities	24,341		(102,846)
Income tax (expense) benefit	(6,158)		26,021
Other comprehensive income (loss)	18,183		(76,825)
Comprehensive income (loss)	$	34,454	$	(59,996)

See Notes to Consolidated Financial Statements

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THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

($ in thousands except per share data, unaudited)


	Common Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock				Total
	Shares		Amount								Shares		Amount
Balance, January 1, 2022	21,668,644		$	21,669	$	459,228	$	206,228	$	7,978	(649,607)		$	(18,931)	$	676,172
Net income	—		—		—		16,829		—		—		—		16,829
Common stock repurchased	—		—		—		—		—		(600,000)		(22,180)		(22,180)
Other comprehensive loss	—		—		—		—		(76,825)		—		—		(76,825)
Dividends on common stock, $0.17 per share	—		—		—		(3,468)		—		—		—		(3,468)
Issuance of restricted stock grants	82,123		82		(82)		—		—		—		—		—
Restricted stock grants forfeited	(1,000)		(1)		1		—		—		—		—		—
Repurchase of restricted stock for payment of taxes	(15,330)		(16)		(538)		—		—		—		—		(554)
Compensation expense	—		—		466		—		—		—		—		466
Balance, March 31, 2022	$	21,734,437	$	21,734	$	459,075	$	219,589	$	(68,847)	$	(1,249,607)	$	(41,111)	$	590,440

Balance, January 1, 2023	25,275,369		$	25,275	$	558,833	$	252,623	$	(148,957)	(1,249,607)		$	(41,111)	$	646,663
Net income	—		—		—		16,271		—		—		—		16,271
Other comprehensive loss	—		—		—		—		18,183		—		—		18,183
Dividends on common stock, $0.21 per share	—		—		—		(6,498)		—		—		—		(6,498)
Issuance of common shares for HSBI acquisition	6,920,422		6,920		214,602		—		—		—		—		221,522
Issuance of restricted stock grants	118,689		119		(119)		—		—		—		—		—
Restricted stock grants forfeited	(500)		(1)		1		—		—		—		—		—
Repurchase of restricted stock for payment of taxes	(9,827)		(9)		(298)		—		—		—		—		(307)
Compensation expense	—		—		593		—		—		—		—		593
Balance, March 31, 2023	$	32,304,153	$	32,304	$	773,612	$	262,396	$	(130,774)	$	(1,249,607)	$	(41,111)	$	896,427

See Notes to Consolidated Financial Statements

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THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)


	(Unaudited)
	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net income	$	16,271	$	16,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	3,336		3,569
Provision for credit loss	11,000		—
Loss (gain) on sale or writedown of ORE	66		(46)
Securities loss (gain)	—		3
Loss (gain) on disposal of premises and equipment	(662)		(2)
Restricted stock expense	593		466
Increase in cash value of life insurance	(795)		(574)
Residential loans originated and held for sale	(21,900)		(38,783)
Proceeds from sale of residential loans held for sale	22,270		38,248
Changes in:
Interest receivable	2,089		22
Interest payable	763		(405)
Operating lease liability	(1,186)		(316)
Other, net	(27,191)		4,093
Net cash provided by operating activities	4,654		23,104
Cash flows from investing activities:
Available-for-sale securities:
Sales	170,625		—
Maturities, prepayments and calls	31,173		55,868
Held-to-maturity securities:
Maturities, prepayments and calls	14,044		597
Purchases	—		(372,629)
Purchases of other securities	(7,631)		—
Proceeds from other securities	7,979		—
Net (increase) decrease in loans	(33,405)		(9,510)
Net changes in premises and equipment	(1,066)		(1,183)
Proceeds from sale of other real estate owned	456		271
Proceeds from the sale of land	731		—
Bank-owned life insurance – death proceeds	—		1,630
Cash received in excess of cash paid for acquisitions	106,973		—
Net cash provided by (used in) investing activities	289,879		(324,956)
Cash flows from financing activities:
(Decrease) increase in deposits	(219,484)		210,953
Net change in borrowed funds	119,900		—
Principal payments on finance lease liabilities	(44)		(44)
Dividends paid on common stock	(6,422)		(3,423)
Cash paid to repurchase common stock	—		(22,180)
Repurchase of restricted stock for payment of taxes	(307)		(554)
Net cash provided by (used in) financing activities	(106,357)		184,752
Net change in cash and cash equivalents	188,176		(117,100)
Beginning cash and cash equivalents	145,315		919,713
Ending cash and cash equivalents	$	333,491	$	802,613

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THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED

($ in thousands)


	(Unaudited)
	Three Months Ended March 31,
	2023		2022
Supplemental disclosures:
Loans transferred to other real estate	$	—	$	493
Issuance of restricted stock grants	$	119	$	82
Dividends on restricted stock grants	$	76	$	45
Stock issued in connection with HSBI acquisition	6,920,422		—
Lease liabilities arising from obtaining right-of-use assets	$	—	$	6
Lease liabilities arising from HSBI acquisition	$	184	$	—

See Notes to Consolidated Financial Statements

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THE FIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

NOTE 1 – BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and the instructions to Form 10-Q of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2022.

NOTE 2 – SUMMARY OF ORGANIZATION

The First Bancshares, Inc., Hattiesburg, Mississippi (the “Company”), was incorporated June 23, 1995, under the laws of the State of Mississippi for the purpose of operating as a bank holding company. The Company’s primary asset is its interest in its wholly-owned subsidiary, The First Bank (the “Bank” or “The First”).

At March 31, 2023, the Company had approximately $8.017 billion in assets, $4.917 billion in net loans held for investment (“LHFI”), $6.668 billion in deposits, and $896.4 million in shareholders' equity. For the three months ended March 31, 2023, the Company reported net income of $16.3 million.

On February 24, 2023, the Company paid a cash dividend in the amount of $0.21 per share to shareholders of record as of the close of business on February 8, 2023.

NOTE 3 – ACCOUNTING STANDARDS

Effect of Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (ASC 848): “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offer Rate ("LIBOR") or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The Company adopted ASU 2020-04 effective January 1, 2023. Adoption of ASU 2020-04 did not have a material impact on the Company's consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combination (Topic 805): “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendment improves comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The Company adopted ASU 2021-08 effective January 1, 2023. Adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

In November 2021, FASB issued ASU No. 2021-10, Government Assistance (Topic 832): “Disclosures by Business Entities about Government Assistance.” These amendments are expected to increase transparency in financial reporting by requiring business entities to disclose information about certain types of government assistance they receive. The Company adopted ASU 2021-10 effective January 1, 2022. Adoption of ASU 2021-10 did not have a material impact to the Company’s consolidated financial statements.

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In March 2022, FASB issued ASU No. 2022-02, "Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” These amendments eliminate the TDR recognition and measurement guidance and instead require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For public business entities, these amendments require that an entity disclose current period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The Company adopted ASU 2022-02 effective January 1, 2023. Adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

New Accounting Standards That Have Not Yet Been Adopted

In March 2023, FASB issued ASU No. 2023-01, Leases (Topic 842) - "Common Control Arrangements." This ASU requires entities to determine whether a related party arrangement between entities under common control is a lease. If the arrangement is determined to be a lease, an entity must classify and account for the lease on the same basis as an arrangement with a related party. The ASU requires all entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group. This guidance is effective for the Company January 1, 2024, and is not expected to have a material impact on the Company's consolidated financial statements.

In March 2023, FASB issued ASU No. 2023-02, Investments - Equity Method and Joint Venture (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. This guidance is effective for the Company January 1, 2024, and is not expected to have a material impact on the Company's consolidated financial statements.

NOTE 4 – BUSINESS COMBINATIONS

Acquisitions

Heritage Southeast Bank

On January 1, 2023, the Company completed its acquisition of Heritage Southeast Bancorporation, Inc. ("HSBI"), pursuant to an Agreement and Plan of Merger dated July 27, 2022, by and between the Company and HSBI (the "HSBI Merger Agreement"). Upon the completion of the merger of HSBI with and into the Company, Heritage Southeast Bank, HSBI's wholly-owned subsidiary, was merged with and into The First Bank. Under the terms of the HSBI Merger Agreement, each share of HSBI common stock was converted into the right to receive 0.965 of a share of Company common stock. The Company paid a total consideration of $221.5 million to the former HSBI shareholders as consideration in the acquisition, which included approximately 6,920,909 shares of the Company's common stock, and $16 thousand in cash in lieu of fractional shares. The HSBI acquisition provides the opportunity for the Company to expand its operations in Georgia and the Florida panhandle.

In connection with the acquisition of HSBI, the Company recorded approximately $91.4 million of goodwill, of which $3.2 million funded the ACL for estimated losses on the acquired PCD loans, and $43.7 million core deposit intangible. Goodwill is not deductible for income taxes. The core deposit intangible will be amortized to expense over 10 years.

Expenses associated with the HSBI acquisition were $1.0 million for the three months period ended March 31, 2023. These costs included charges associated with legal and consulting expenses, which have been expensed as incurred.

The assets acquired and liabilities assumed, and consideration paid in the acquisition were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, accounting guidance provides that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period, which will run through January 1, 2024, in respect of the acquisition, in the measurement period in which the adjustment amounts are determined. The acquirer must record in the financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a

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result of changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The items most susceptible to adjustment are the credit fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition.

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed, and the goodwill generated from the transaction ($ in thousands):


Purchase price:
Cash and stock	$	221,538
Total purchase price	221,538
Identifiable assets:
Cash	$	106,973
Investments	172,775
Loans	1,155,712
Core deposit intangible	43,739
Personal and real property	35,963
Other real estate owned	857
Bank owned life insurance	35,579
Deferred taxes	6,761
Interest receivable	4,349
Other assets	3,103
Total assets	1,565,811
Liabilities and equity:
Deposits	1,392,432
Trust Preferred	9,015
Other liabilities	34,271
Total liabilities	1,435,718
Net assets acquired	130,093
Goodwill	$	91,445

Beach Bancorp, Inc.

On August 1, 2022, the Company completed its acquisition of Beach Bancorp, Inc. ("BBI"), pursuant to an Agreement and Plan of Merger dated April 26, 2022, by and between the Company and BBI (the "BBI Merger Agreement"). Upon the completion of the merger of BBI with and into the Company, Beach Bank, BBI's wholly-owned subsidiary, was merged with and into The First Bank. Under the terms of the BBI Merger Agreement, each share of BBI common stock and each share of BBI preferred stock was converted into the right to receive 0.1711 of a share of Company common stock (the "BBI Exchange Ratio"), and all stock options awarded under the BBI equity plans were converted automatically into an option to purchase shares of Company common stock on the same terms and conditions as applicable to each such BBI option as in effect immediately prior to the effective time, with the number of shares underlying each such option and the applicable exercise price adjusted based on the BBI Exchange Ratio. The BBI merger provides the opportunity for the Company to expand its operations in the Florida panhandle and enter the Tampa market. The Company paid consideration of $101.5 million to the former BBI shareholders including 3,498,936 shares of the Company's common stock and $1 thousand in cash in lieu of fractional shares, and also assumed options entitling the owners thereof to purchase an additional 310,427 shares of the Company's common stock.

In connection with the acquisition of BBI, the Company recorded approximately $21.8 million of goodwill, of which $1.3 million funded the ACL for estimated losses on the acquired PCD loans, and $9.8 million core deposit

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intangible. Goodwill is not deductible for income taxes. The core deposit intangible will be amortized to expense over 10 years.

Expenses associated with the BBI acquisition were $820 thousand for the three months period ended March 31, 2023. These costs included charges associated with legal and consulting expenses, which have been expensed as incurred.

The assets acquired and liabilities assumed, and consideration paid in the acquisition were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition and are subject to adjustment for up to one year after the closing date of the acquisition. While the fair values are not expected to be materially different from the estimates, accounting guidance provides that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period, which will run through August 1, 2023, in respect of the acquisition, in the measurement period in which the adjustment amounts are determined. The acquirer must record in the financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The items most susceptible to adjustment are the credit fair value adjustments on loans, core deposit intangible and the deferred income tax assets resulting from the acquisition.

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed, and the goodwill generated from the transaction ($ in thousands):


Purchase price:
Cash and stock	$	101,470
Total purchase price	101,470
Identifiable assets:
Cash	$	23,939
Investments	22,907
Loans	482,903
Other real estate	8,797
Bank owned life insurance	10,092
Core deposit intangible	9,791
Personal and real property	13,825
Deferred tax asset	28,105
Other assets	9,649
Total assets	610,008
Liabilities and equity:
Deposits	490,588
Borrowings	25,000
Other liabilities	14,772
Total liabilities	530,360
Net assets acquired	79,648
Goodwill	$	21,822

Supplemental Pro Forma Information

The following table presents certain supplemental pro forma information, for illustrative purposes only, for the three months ended March 31, 2023 and 2022 as if the BBI and HSBI acquisitions had occurred on January 1, 2022. The

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pro forma financial information is not necessarily indicative of the results of operations had the acquisitions been effective as of this date.


($ in thousands)	(unaudited)		(unaudited)
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Net interest income	$	64,926	$	42,722
Non-interest income	12,612		16,865
Total revenue	77,538		59,587
Income before income taxes	24,661		27,532

Supplemental pro-forma earnings were adjusted to exclude acquisition costs incurred. The Company’s operating results for the three months ended March 31, 2023, include the operating results of the acquired assets and assumed liabilities of the above mentioned acquisitions subsequent to the acquisition date.

NOTE 5 – EARNINGS APPLICABLE TO COMMON SHAREHOLDERS

Basic per share data is calculated based on the weighted-average number of common shares outstanding during the reporting period. Diluted per share data includes any dilution from potential common stock outstanding, such as restricted stock grants. There were no anti-dilutive common stock equivalents excluded in the calculations.

The following tables disclose the reconciliation of the numerators and denominators of the basic and diluted computations applicable to common shareholders ($ in thousands, except per share amount):


	Three Months Ended March 31, 2023					Three Months Ended March 31, 2022
	Net Income (Numerator)		Shares (Denominator)	Per Share Data		Net Income (Numerator)		Shares (Denominator)	Per Share Data
Basic earnings per share	$	16,271	31,309,458	$	0.52	$	16,829	20,697,946	$	0.81
Effect of dilutive shares:
Restricted stock grants			231,755					149,051
Diluted earnings per share	$	16,271	31,541,213	$	0.52	$	16,829	20,846,997	$	0.81

The Company granted 118,689 shares and 82,123 shares of restricted stock in the first quarter of 2023 and 2022, respectively.

NOTE 6 – COMPREHENSIVE INCOME

As presented in the Consolidated Statements of Comprehensive Income (Loss), comprehensive income includes net income and other comprehensive income. The Company’s sources of other comprehensive income are unrealized gains and losses on available-for-sale securities, which are also recognized as separate components of equity.

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NOTE 7 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. At March 31, 2023, and December 31, 2022, these financial instruments consisted of the following:


($ in thousands)	March 31, 2023				December 31, 2022
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitments to make loans	$	39,123	$	29,041	$	43,227	$	15,758
Unused lines of credit	247,995		360,488		243,043		404,025
Standby letters of credit	9,299		8,909		4,260		9,909

Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 1.0% to 18.0% and maturities ranging from approximately 1 year to 30 years.

ALLOWANCE FOR CREDIT LOSSES (“ACL”) ON OFF BALANCE SHEET CREDIT (“OBSC”) Exposures

The Company maintains a separate ACL on OBSC exposures, including unfunded commitments and letters of credit, which is included on the accompanying consolidated balance sheet as of March 31, 2023 and December 31, 2022. The ACL on OBSC exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Changes in the ACL on OBSC exposures were as follows for the presented periods:


($ in thousands)	Three Months Ended March 31,
	2023		2022
Balance at beginning of period	$	1,325	$	1,070
Credit loss expense related to OBSC exposures	500		—
Balance at end of period	$	1,825	$	1,070

Adjustments to the ACL on OBSC exposures are recorded to provision for credit losses related to OBSC exposures. The Company recorded $500 thousand provision and no provision for the three months period ended March 31, 2023 and 2022, respectively. The increase in the ACL on OBSC exposures for the three months ended March 31, 2023 was due to the day one provision for unfunded commitments related to the HSBI acquisition.

No credit loss estimate is reported for OBSC exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that may be drawn prior to the cancellation on the arrangement.

NOTE 8 – FAIR VALUE DISCLOSURES AND REPORTING, THE FAIR VALUE OPTION AND FAIR VALUE MEASUREMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the assets 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 values:

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

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

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the factors that market participants would likely consider in pricing an asset or liability.

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The following methods and assumptions were used by the Company to estimate its financial instrument fair values disclosed at March 31, 2023 and December 31, 2022:

•Investment Securities: The fair value for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded, valuing 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 (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

•Loans Held for Sale - Loans held for sale are carried at the lower of cost or fair value in the aggregate as determined by the outstanding commitments from investors. As, such we classify those loans subjected to nonrecurring fair value adjustments as Level 2 of the fair value hierarchy.

•Collateral Dependent Loans: Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Such adjustments, if any, result in a Level 3 classification of the inputs for determining fair value. The Company generally adjusts the appraisal down by approximately 10 percent to account for cost associated with litigation and collection. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment.

•Other Real Estate Owned: Other real estate owned consists of properties obtained through foreclosure. The adjustment at the time of foreclosure is recorded through the allowance for credit losses. Fair value of other real estate owned is based on current independent appraisals of the collateral less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals, which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments, if any, result in a Level 3 classification of the inputs for determining fair value. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as changes in market conditions from the time of valuation and anticipated sales values considering plans for disposition, which could result in an adjustment to lower the collateral value estimates indicated in the appraisals. The Company generally adjusts the appraisal down by approximately 10 percent to account for carrying costs. Periodic revaluations are classified as Level 3 in the fair value hierarchy since assumptions are used that may not be observable in the market. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined the fair value declines subsequent to foreclosure, a valuation allowance is recorded through other non-interest income. Operating costs associated with the assets after acquisition are also recorded as non-interest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and recorded in other non-interest income. Other real estate owned is classified within Level 3 of the fair value hierarchy.

•Interest Rate Swaps: The Company offers interest rate swaps to certain commercial loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable to fixed interest rate swap with the customer. The Company also enters into an offsetting swap with a correspondent bank. These back-to-back agreements are intended to offset each other and allow the Company to originate a variable rate loan, while providing the contract or fixed interest payments for the customer. Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rates swaps is classified within Level 2 of the fair value hierarchy.

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Estimated fair values for the Company’s financial instruments are as follows, as of the dates noted:


March 31, 2023	Carrying Amount		Estimated Fair Value		Fair Value Measurements
($ in thousands)
					Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)


Financial Instruments:
Assets:
Cash and cash equivalents	$	333,491	$	333,491	$	333,491	$	—	$	—
Securities available-for-sale	1,249,791		1,249,791		125,773		1,108,360		15,658
Securities held-to-maturity	678,161		639,518		—		639,518		—
Loans held for sale	4,073		4,073		—		4,073		—
Loans, net	4,917,326		4,793,811		—		—		4,793,811
Accrued interest receivable	29,983		29,983		—		8,408		21,575
Interest rate swaps	10,577		10,577		—		10,577		—
Liabilities:
Noninterest-bearing deposits	$	2,082,441	$	2,082,441	$	—	$	2,082,441	$	—
Interest-bearing deposits	4,585,515		4,270,490		—		4,270,490		—
Subordinated debentures	154,127		134,532		—		—		134,532
FHLB and other borrowings	250,000		250,000		—		250,000		—
Accrued interest payable	4,087		4,087		—		4,087		—
Interest rate swaps	10,577		10,577		—		10,577		—

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December 31, 2022	Carrying Amount		Estimated Fair Value		Fair Value Measurements
($ in thousands)
					Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)


Financial Instruments:
Assets:
Cash and cash equivalents	$	145,315	$	145,315	$	145,315	$	—	$	—
Securities available-for-sale	1,257,101		1,257,101		123,854		1,118,099		15,148
Securities held-to-maturity	691,484		642,097		—		642,097		—
Loans held for sale	4,443		4,443		—		4,443		—
Loans, net	3,735,240		3,681,313		—		—		3,681,313
Accrued interest receivable	27,723		27,723		—		9,757		17,966
Interest rate swaps	12,825		12,825		—		12,825		—
Liabilities:
Non-interest-bearing deposits	$	1,630,203	$	1,630,203	$	—	$	1,630,203	$	—
Interest-bearing deposits	3,864,201		3,505,990		—		3,505,990		—
Subordinated debentures	145,027		133,816		—		—		133,816
FHLB and other borrowings	130,100		130,100		—		130,100		—
Accrued interest payable	3,324		3,324		—		3,324		—
Interest rate swaps	12,825		12,825		—		12,825		—

Assets measured at fair value on a recurring basis are summarized below:


March 31, 2023
($ in thousands)	Fair Value		Fair Value Measurements Using
			Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Available-for-sale
U.S. Treasury	$	125,773	$	125,773	$	—	$	—
Obligations of U.S. Government agencies and sponsored entities	143,217		—		143,217		—
Municipal securities	460,184		—		444,557		15,627
Mortgage-backed securities	481,553		—		481,553		—
Corporate obligations	39,064		—		39,033		31
Total available-for-sale	$	1,249,791	$	125,773	$	1,108,360	$	15,658
Loans held for sale	$	4,073	$	—	$	4,073	$	—
Interest rate swaps	$	10,577	$	—	$	10,577	$	—
Liabilities
Interest rate swaps	$	10,577	$	—	$	10,577	$	—

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December 31, 2022
($ in thousands)	Fair Value		Fair Value Measurements Using
			Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available-for-sale
U.S. Treasury	$	123,854	$	123,854	$	—	$	—
Obligations of U.S. Government agencies and sponsored entities	144,369		—		144,369		—
Municipal securities	457,857		—		442,740		15,117
Mortgage-backed securities	490,139		—		490,139		—
Corporate obligations	40,882		—		40,851		31
Total available-for-sale	$	1,257,101	$	123,854	$	1,118,099	$	15,148
Loans held for sale	$	4,443	$	—	$	4,443	$	—
Interest rate swaps	$	12,825	$	—	$	12,825	$	—
Liabilities:
Interest rate swaps	$	12,825	$	—	$	12,825	$	—

The following is a reconciliation of activity for assets measured at fair value based on significant unobservable inputs (Level 3) information.


	Bank-Issued Trust Preferred Securities
($ in thousands)	2023		2022
Balance, January 1	$	31	$	235
Paydowns	—		(64)
Unrealized gain included in comprehensive income	—		55
Balance at March 31	$	31	$	226


	Municipal Securities
($ in thousands)	2023		2022
Balance, January 1	$	15,117	$	20,126
Purchases	—		4,209
Maturities, calls and paydowns	(216)		(4,474)
Unrealized gain (loss) included in comprehensive income	726		(496)
Balance at March 31	$	15,627	$	19,365

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022. The following tables present quantitative information about recurring Level 3 fair value measurements ($ in thousands):

Trust Preferred Securities

Fair Value

Valuation Technique

Significant Unobservable
Inputs

Range of Inputs

March 31, 2023

Discounted cash flow

Probability of default

7.10% - 7.12%

December 31, 2022

Discounted cash flow

Probability of default

6.98% - 7.19%

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Municipal Securities

Fair Value

Valuation Technique

Significant
Unobservable Inputs

Range of Inputs

March 31, 2023

15,627

Discounted cash flow

Discount Rate

2.60% - 4.61%

December 31, 2022

15,117

Discounted cash flow

Discount Rate

3.00% - 4.00%

The following table presents the fair value measurement of assets measured at fair value on a non-recurring basis and the level within the fair value hierarchy in which the fair value measurements were classified at March 31, 2023 and December 31, 2022.


March 31, 2023
($ in thousands)			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent loans	$	8,087	$	—	$	—	$	8,087
Other real estate owned	5,066		—		—		5,066


December 31, 2022
($ in thousands)			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Collateral dependent loans	$	3,564	$	—	$	—	$	3,564
Other real estate owned	4,832		—		—		4,832

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NOTE 9 - SECURITIES

The following table summarizes the amortized cost, gross unrealized gains and losses, and estimated fair values of securities available-for-sale (“AFS”) and securities held-to-maturity at March 31, 2023 and December 31, 2022.


($ in thousands)	March 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale securities:
U.S. Treasury	$	135,718	$	—	$	9,945	$	125,773
Obligations of U.S. government agencies and sponsored entities	158,735		2		15,520		143,217
Tax-exempt and taxable obligations of states and municipal subdivisions	509,746		762		50,324		460,184
Mortgage-backed securities - residential	330,626		9		37,241		293,394
Mortgage-backed securities - commercial	209,947		56		21,844		188,159
Corporate obligations	42,622		—		3,558		39,064
Total available-for-sale	$	1,387,394	$	829	$	138,432	$	1,249,791
Held-to-maturity:
U.S. Treasury	$	99,677	$	—	$	4,114	$	95,563
Obligations of U.S. government agencies and sponsored entities	33,679		12		1,549		32,142
Tax-exempt and taxable obligations of states and municipal subdivisions	247,872		8,676		13,569		242,979
Mortgage-backed securities - residential	152,636		—		15,229		137,407
Mortgage-backed securities - commercial	134,297		21		11,282		123,036
Corporate obligations	10,000		—		1,609		8,391
Total held-to-maturity	$	678,161	$	8,709	$	47,352	$	639,518

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($ in thousands)	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale securities:
U.S. Treasury	$	135,752	$	—	$	11,898	$	123,854
Obligations of U.S. government agencies sponsored entities	163,054		3		18,688		144,369
Tax-exempt and taxable obligations of states and municipal subdivisions	519,190		598		61,931		457,857
Mortgage-backed securities - residential	341,272		11		42,041		299,242
Mortgage-backed securities - commercial	215,200		60		24,363		190,897
Corporate obligations	43,869		—		2,987		40,882
Total available-for-sale	$	1,418,337	$	672	$	161,908	$	1,257,101
Held-to-maturity:
U.S. Treasury	$	109,631	$	—	$	5,175	$	104,456
Obligations of U.S. government agencies and sponsored entities	33,789		—		2,153		31,636
Tax-exempt and taxable obligations of states and municipal subdivisions	247,467		4,525		13,699		238,293
Mortgage-backed securities - residential	156,119		—		17,479		138,640
Mortgage-backed securities - commercial	134,478		7		13,798		120,687
Corporate obligations	10,000		—		1,615		8,385
Total held-to-maturity	$	691,484	$	4,532	$	53,919	$	642,097

The amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

The Company reassessed classification of certain investments and effective October 2022, the Company transferred $863 thousand of obligations of U.S. government agencies and sponsored entities, $1.2 million of mortgage-backed securities - commercial, and $137.5 million of tax-exempt and taxable obligations of state and municipal subdivisions from AFS to HTM securities. The securities were transferred at their amortized cost basis, net of any remaining unrealized gain or loss reported in accumulated other comprehensive income. The related unrealized loss of $36.8 million included in other comprehensive income remained in other comprehensive income, to be amortized out of other comprehensive income with an offsetting entry to interest income as a yield adjustment through earnings over the remaining term of the securities. There was no allowance for credit loss associated with the AFS securities that were transferred to HTM.

ACL on Securities

Securities Available for Sale

Quarterly, the Company evaluates if a security has a fair value less than its amortized cost. Once these securities are identified, in order to determine whether a decline in fair value resulted from a credit loss or other factors, the Company performs further analysis as outlined below:

•Review the extent to which the fair value is less than the amortized cost and determine if the decline is indicative of credit loss or other factors.

•The securities that violate the credit loss trigger above would be subjected to additional analysis.

•If the Company determines that a credit loss exists, the credit portion of the allowance will be measured using the discounted cash flow (“DCF”) analysis using the effective interest rate. The amount of credit loss the Company

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records will be limited to the amount by which the amortized cost exceeds the fair value. The allowance for the calculated credit loss will be monitored going forward for further credit deterioration or improvement.

At both March 31, 2023 and December 31, 2022, the results of the analysis did not identify any securities where the decline was indicative of credit loss factors; therefore, no credit loss was recognized on any of the securities AFS.

Accrued interest receivable is excluded from the estimate of credit losses for securities AFS. Accrued interest receivable totaled $5.2 million and $6.2 million at March 31, 2023 and December 31, 2022, respectively and was reported in interest receivable on the accompanying Consolidated Balance Sheet.

All AFS securities were current with no securities past due or on nonaccrual as of March 31, 2023 and December 31, 2022.

Securities Held to Maturity

At March 31, 2023 and December 31, 2022, the potential credit loss exposure was $282 thousand and $242 thousand, respectively and consisted of tax-exempt and taxable obligations of states and municipal subdivisions and corporate obligations securities. After applying appropriate probability of default (“PD”) and loss given default (“LGD”) assumptions, the total amount of current expected credit losses was deemed immaterial. Therefore, no reserve was recorded at March 31, 2023.

Accrued interest receivable is excluded from the estimate of credit losses for securities held-to-maturity. Accrued interest receivable totaled $2.8 million and $3.6 million at March 31, 2023 and December 31, 2022, respectively and was reported in interest receivable on the accompanying Consolidated Balance Sheet.

At both March 31, 2023 and December 31, 2022, the Company had no securities held-to-maturity that were past due 30 days or more as to principal or interest payments. The Company had no securities held-to-maturity classified as nonaccrual at both March 31, 2023 and December 31, 2022.

The Company monitors the credit quality of the debt securities held-to-maturity through the use of credit ratings. The Company monitors the credit ratings on a quarterly basis. The following table summarizes the amortized cost of debt securities held-to-maturity at March 31, 2023 and December 31, 2022, aggregated by credit quality indicators.


($ in thousands)	March 31, 2023		December 31, 2022
Aaa	$	454,048	$	467,736
Aa1/Aa2/Aa3	110,991		110,854
A1/A2	13,793		13,757
BBB	10,000		10,000
Not rated	89,329		89,137
Total	$	678,161	$	691,484

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($ in thousands)	March 31, 2023
	Amortized Cost		Fair Value
Available-for-sale:
Due less than one year	$	59,346	$	58,055
Due after one year through five years	271,333		255,119
Due after five years through ten years	336,077		300,986
Due greater than ten years	180,065		154,078
Mortgage-backed securities - residential	330,626		293,394
Mortgage-backed securities - commercial	209,947		188,159
Total	$	1,387,394	$	1,249,791

Held-to-maturity:
Due less than one year	$	38,232	$	37,371
Due after one year through five years	82,398		78,578
Due after five years through ten years	48,564		45,111
Due greater than ten years	222,034		218,015
Mortgage-backed securities - residential	152,636		137,407
Mortgage-backed securities - commercial	134,297		123,036
Total	$	678,161	$	639,518

The amortized costs of securities pledged as collateral, to secure public deposits and for other purposes, was $1.198 billion at March 31, 2023 and $1.031 billion at December 31, 2022, respectively.

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The following table summarizes securities in an unrealized loss position for which an allowance for credit losses has not been recorded at March 31, 2023 and December 31, 2022. The securities are aggregated by major security type and length of time in a continuous unrealized loss position:


($ in thousands)	March 31, 2023
	Losses < 12 Months				Losses 12 Months or >				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Available-for-sale:
U.S. Treasury	$	—	$	—	$	125,773	$	9,945	$	125,773	$	9,945
Obligations of U.S. government agencies and sponsored entities	5,573		137		137,028		15,383		142,601		15,520
Tax-exempt and taxable obligations of state and municipal subdivisions	57,181		1,363		368,485		48,961		425,666		50,324
Mortgage-backed securities - residential	31,971		1,266		260,601		35,975		292,572		37,241
Mortgage-backed securities - commercial	29,832		1,292		153,856		20,552		183,688		21,844
Corporate obligations	23,228		1,378		15,836		2,180		39,064		3,558
Total	$	147,785	$	5,436	$	1,061,579	$	132,996	$	1,209,364	$	138,432

Held-to-maturity:
U.S. Treasury	$	—	$	—	$	95,562	$	4,114	$	95,562	$	4,114
Obligations of U.S. government agencies and sponsored entities	31,401		1,549		—		—		31,401		1,549
Tax-exempt and taxable obligations of state and municipal subdivisions	71,182		5,667		40,327		7,902		111,509		13,569
Mortgage-backed securities - residential	48,340		4,190		89,067		11,039		137,407		15,229
Mortgage-backed securities - commercial	67,344		4,760		54,749		6,522		122,093		11,282
Corporate obligations	—		—		8,391		1,609		8,391		1,609
Total	$	218,267	$	16,166	$	288,096	$	31,186	$	506,363	$	47,352

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($ in thousands)	December 31, 2022
	Losses < 12 Months				Losses 12 Months or >				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Available-for-sale:
U.S. Treasury	$	4,563	$	419	$	119,292	$	11,479	$	123,855	$	11,898
Obligations of U.S. government agencies and sponsored entities	34,254		2,293		109,431		16,395		143,685		18,688
Tax-exempt and taxable obligations of state and municipal subdivisions	275,202		31,152		159,508		30,779		434,710		61,931
Mortgage-backed securities - residential	76,125		4,970		222,274		37,071		298,399		42,041
Mortgage-backed securities - commercial	50,193		3,025		136,062		21,338		186,255		24,363
Corporate obligations	35,142		1,995		5,739		992		40,881		2,987
Total	$	475,479	$	43,854	$	752,306	$	118,054	$	1,227,785	$	161,908

Held-to-maturity:
U.S. Treasury	$	104,457	$	5,175	$	—	$	—	$	104,457	$	5,175
Obligations of U.S. government agencies and sponsored entities	31,636		2,153		—		—		31,636		2,153
Tax-exempt and taxable obligations of state and municipal subdivisions	127,628		13,583		15,303		116		142,931		13,699
Mortgage-backed securities - residential	138,639		17,479		—		—		138,639		17,479
Mortgage-backed securities - commercial	119,758		13,798		—		—		119,758		13,798
Corporate obligations	8,385		1,615		—		—		8,385		1,615
Total	$	530,503	$	53,803	$	15,303	$	116	$	545,806	$	53,919

At March 31, 2023 and December 31, 2022, the Company’s securities portfolio consisted of 1,162 and 1,265 securities, respectively, which were in an unrealized loss position. Securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. The unrealized losses shown above are due to increases in market rates over the yields available at the time of purchase of the underlying securities and not credit quality. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell the investments before recovery of their amortized cost basis. No allowance for credit losses was needed at March 31, 2023 and December 31, 2022.

NOTE 10 – LOANS

The Company uses four different categories to classify loans in its portfolio based on the underlying collateral securing each loan. The loans grouped together in each category have been determined to share similar risk characteristics with respect to credit quality. Those four categories are commercial, financial and agriculture, commercial real estate, consumer real estate, consumer installment;

Commercial, financial and agriculture – Commercial, financial and agriculture loans include loans to business entities issued for commercial, industrial, or other business purposes. This type of commercial loan shares a similar risk characteristic in that unlike commercial real estate loans, repayment is largely dependent on cash flow generated from the operation of the business.

Commercial real estate – Commercial real estate loans are grouped as such because repayment is mainly dependent upon either the sale of the real estate, operation of the business occupying the real estate, or refinance

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of the debt obligation. This includes both owner-occupied and non-owner occupied CRE secured loans, because they share similar risk characteristics related to these variables.

Consumer real estate – Consumer real estate loans consist primarily of loans secured by 1-4 family residential properties and/or residential lots. This includes loans for the purpose of constructing improvements on the residential property, as well as home equity lines of credit.

Consumer installment – Installment and other loans are all loans issued to individuals that are not for any purpose related to operation of a business, and not secured by real estate. Repayment on these loans is mostly dependent on personal income, which may be impacted by general economic conditions.

The following table shows the composition of the loan portfolio:


($ in thousands)	March 31, 2023		December 31, 2022
Loans held for sale
Mortgage loans held for sale	$	4,073	$	4,443
Total LHFS	$	4,073	$	4,443

Loans held for investment
Commercial, financial and agriculture (1)	$	785,676	$	536,192
Commercial real estate	2,862,145		2,135,263
Consumer real estate	1,268,776		1,058,999
Consumer installment	53,179		43,703
Total loans	4,969,776		3,774,157
Less allowance for credit losses	(52,450)		(38,917)
Net LHFI	$	4,917,326	$	3,735,240

____________________________________________________________


(1)			Loan balance includes $568 thousand and $710 thousand in Paycheck Protection Program (“PPP”) loans as of March 31, 2023 and December 31, 2022, respectively.

Accrued interest receivable is not included in the amortized cost basis of the Company’s LHFI. At March 31, 2023 and December 31, 2022, accrued interest receivable for LHFI totaled $21.6 million and $18.0 million, respectively, with no related ACL and was reported in interest receivable on the accompanying consolidated balance sheet.

Nonaccrual and Past Due LHFI

Past due LHFI are loans contractually past due 30 days or more as to principal or interest payments. Generally, the Company will place a delinquent loan in nonaccrual status when the loan becomes 90 days or more past due. At the time a loan is placed in nonaccrual status, all interest which has been accrued on the loan but remains unpaid is reversed and deducted from earnings as a reduction of reported interest income. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain.

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The following tables present the aging of the amortized cost basis in past due loans in addition to those loans classified as nonaccrual including purchase credit deteriorated (“PCD”) loans:


($ in thousands)	March 31, 2023
	Past Due 30 to 89 Days		Past Due 90 Days or More and Still Accruing		Nonaccrual		PCD		Total Past Due, Nonaccrual and PCD		Total LHFI		Nonaccrual and PCD with No ACL
Commercial, financial and agriculture (1)	$	2,405	$	70	$	92	$	1,563	$	4,130	$	785,676	$	98
Commercial real estate	2,151		—		8,916		1,557		12,624		2,862,145		6,230
Consumer real estate	6,101		3		3,381		1,790		11,275		1,268,776		1,118
Consumer installment	214		—		14		—		228		53,179		—
Total	$	10,871	$	73	$	12,403	$	4,910	$	28,257	$	4,969,776	$	7,446

___________________________________________________________


(1)			Total loan balance includes $568 thousand in PPP loans as of March 31, 2023.


	December 31, 2022
($ in thousands)	Past Due 30 to 89 Days		Past Due 90 Days or More and Still Accruing		Nonaccrual		PCD		Total Past Due, Nonaccrual and PCD		Total LHFI		Nonaccrual and PCD with No ACL
Commercial, financial and agriculture (1)	$	220	$	—	$	19	$	—	$	239	$	536,192	$	—
Commercial real estate	1,984		—		7,445		1,129		10,558		2,135,263		4,560
Consumer real estate	3,386		289		2,965		1,032		7,672		1,058,999		791
Consumer installment	173		—		1		—		174		43,703		—
Total	$	5,763	$	289	$	10,430	$	2,161	$	18,643	$	3,774,157	$	5,351

___________________________________________________________


(1)			Total loan balance includes $710 thousand in PPP loans as of December 31, 2022.

Acquired Loans

In connection with the acquisitions of HSBI and BBI, the Company acquired loans both with and without evidence of credit quality deterioration since origination. Acquired loans are recorded at their fair value at the time of acquisition with no carryover from the acquired institution's previously recorded allowance for credit losses. Acquired loans are accounted for under the following accounting pronouncements: ASC 326, Financial Instruments - Credit Losses.

The fair value for acquired loans recorded at the time of acquisition is based upon several factors including the timing and payment of expected cash flows, as adjusted for estimated credit losses and prepayments, and then discounting these cash flows using comparable market rates. The resulting fair value adjustment is recorded in the form of premium or discount to the unpaid principal balance of each acquired loan. As it relates to acquired PCD loans, the net premium or net discount is adjusted to reflect the Company's allowance for credit losses ("ACL") recorded for PCD loans at the time of acquisition, and the remaining fair value adjustment is accreted or amortized into interest income over the remaining life of the loan. As it relates to acquired loans not classified as PCD ("non-PCD") loans, the credit loss and yield components of the fair value adjustments are aggregated, and the resulting net premium or net discount is accreted or amortized into interest income over the average remaining life of those loans. The Company records an ACL for non-PCD loans at the time of acquisition through provision expense, and therefore, no further adjustments are made to the net premium or net discount for non-PCD loans.

The estimated fair value of the non-PCD loans acquired in the BBI acquisition was $460.0 million, which is net of a $8.8 million discount. The gross contractual amounts receivable of the acquired non-PCD loans at acquisition was approximately $468.8 million, of which $6.4 million is the amount of contractual cash flows not expected to be collected.

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The estimated fair value of the non-PCD acquired in the HSBI acquisition was $1.091 billion, which is net of a $33.7 million discount. The gross contractual amounts receivable of the acquired non-PCD loans at acquisition was approximately $1.125 billion, of which $16.5 million is the amount of contractual cash flows not expected to be collected.

The following table shows the carrying amount of loans acquired in the BBI and HSBI acquisitions for which there was, at the date of acquisition, more than insignificant deterioration of credit quality since origination:


($ in thousands)	BBI		HSBI
Purchase price of loans at acquisition	$	27,669	$	52,356
Allowance for credit losses at acquisition	1,303		3,176
Non-credit discount (premium) at acquisition	530		2,325
Par value of acquired loans at acquisition	$	29,502	$	57,857

As of March 31, 2023, and December 31, 2022 the amortized cost of the Company’s PCD loans totaled $68.8 million and $24.0 million, respectively, which had an estimated ACL of $4.3 million and $1.7 million, respectively.

Loan Modifications

The Company adopted ASU No. 2022-02 effective January 1, 2023. These amendments eliminate the TDR recognition and measurement guidance and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty.

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, and other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, 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 combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

The following table presents the amortized cost basis of loans at March 31, 2023 that were both experiencing financial difficulty and modified during 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:


($ in thousands)	Combination Payment Deferral and Payment Modification		Percentage of Total Loans Held for Investment
Commercial real estate	$	301	0.01	%
Total	$	301	0.01	%

The Company has not committed to lend additional amounts to the borrowers included in the previous table.

Troubled Debt Restructurings Prior to the Adoption of ASU 2022-02

If the Company grants a concession to a borrower for economic or legal reasons related to a borrower’s financial difficulties that it would not otherwise consider, the loan is classified as a TDR.

As of December 31, 2022, the Company had TDRs totaling $21.8 million. The Company acquired three TDRs totaling $1.5 million as part of the BBI acquisition. As of December 31, 2022, the Company had no additional amount committed on any loan classified as TDR. As of December 31, 2022, TDRs had a related ACL of $841 thousand.

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The following table presents LHFI by class modified as TDRs that occurred during the three months ended March 31, 2022.


($ in thousands)	Three Months Ended March 31,
2022	Number of Loans	Outstanding Recorded Investment Pre-Modification		Outstanding Recorded Investment Post-Modification
Commercial real estate	1	$	230	$	230
Total	1	$	230	$	230

The TDRs presented above increased the ACL $1 thousand and resulted in no charge-offs for the three months period ended March 31, 2022.

The following table presents loans by class modified as TDRs for which there was a payment default within twelve months following the modification for the three months ended March 31, 2022 ($ in thousands).


Troubled Debt Restructurings That Subsequently Defaulted:	Three Months Ended March 31,
	2022
	Number of Loans	Recorded Investment
Commercial real estate	3	$	4,606
Consumer real estate	3	141
Total	6	$	4,747

The modifications described above included one of the following or a combination of the following: maturity date extensions, interest only payments, amortizations were extended beyond what would be available on similar type loans, and payment waiver. No interest rate concessions were given on these loans nor were any of these loans written down. A loan is considered to be in a payment default once it is 30 days contractually past due under the modified terms. The TDRs presented above increased the ACL $1.5 million and resulted in no charge-offs for the three months period ended March 31, 2022.

The following tables represents the Company’s TDRs at December 31, 2022:


December 31, 2022	Current Loans		Past Due 30-89		Past Due 90 days and still accruing		Nonaccrual		Total
($ in thousands)
Commercial, financial and agriculture	$	49	$	—	$	—	$	—	$	49
Commercial real estate	13,561		—		—		6,121		19,682
Consumer real estate	1,077		—		—		929		2,006
Consumer installment	14		—		—		—		14
Total	$	14,701	$	—	$	—	$	7,050	$	21,751
Allowance for credit losses	$	350	$	—	$	—	$	491	$	841

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Collateral Dependent Loans

The following table presents the amortized cost basis of collateral dependent individually evaluated loans by class of loans as of March 31, 2023 and December 31, 2022:


March 31, 2023
($ in thousands)	Real Property		Equipment		Miscellaneous		Total
Commercial, financial and agriculture	$	—	$	171	$	701	$	872
Commercial real estate	6,230		—		—		6,230
Consumer real estate	1,342		—		—		1,342
Total	$	7,572	$	171	$	701	$	8,444


December 31, 2022
($ in thousands)	Real Property		Total
Commercial real estate	$	4,560	$	4,560
Consumer real estate	998		998
Total	$	5,558	$	5,558

A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the sale of the collateral. The following provides a qualitative description by class of loan of the collateral that secures the Company’s collateral-dependent LHFI:

•Commercial, financial and agriculture – Loans within these loan classes are secured by equipment, inventory accounts, and other non-real estate collateral.

•Commercial real estate – Loans within these loan classes are secured by commercial real property.

•Consumer real estate - Loans within these loan classes are secured by consumer real property.

•Consumer installment - Loans within these loan classes are secured by consumer goods, equipment, and non-real estate collateral.

There have been no significant changes to the collateral that secures these financial assets during the period.

Loan Participations

The Company has loan participations, which qualify as participating interest, with other financial institutions. As of March 31, 2023, these loans totaled $251.3 million, of which $140.7 million had been sold to other financial institutions and $110.5 million was purchased by the Company. As of December 31, 2022, these loans totaled $202.6 million, of which $100.1 million had been sold to other financial institutions and $102.5 million was purchased by the Company. The loan participations convey proportionate ownership rights with equal priority to each participating interest holder; involving no recourse (other than ordinary representations and warranties) to, or subordination by, any participating interest holder; all cash flows are divided among the participating interest holders in proportion to each holder’s share of ownership; and no holder has the right to pledge the entire financial asset unless all participating interest holders agree.

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Credit Quality Indicators

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. The Company uses the following definitions for risk ratings:

Pass: Loan classified as pass are deemed to possess average to superior credit quality, requiring no more than normal attention.

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

These above classifications were the most current available as of March 31, 2023, and were generally updated within the prior year.

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The tables below present the amortized cost basis of loans by credit quality indicator and class of loans based on the most recent analysis performed at March 31, 2023 and December 31, 2022. Revolving loans converted to term as of the three months ended March 31, 2023 and December 31, 2022 were not material to the total loan portfolio.


As of March 31, 2023	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Total
($ in thousands)	2023		2022		2021		2020		2019		Prior
Commercial, financial and
agriculture:
Risk Rating
Pass	$	30,008	$	164,576	$	123,428	$	59,554	$	50,826	$	84,846	$	264,482	$	777,720
Special mention	—		—		2,358		536		399		1,474		305		5,072
Substandard	9		291		181		334		908		1,136		25		2,884
Doubtful	—		—		—		—		—		—		—		—
Total commercial, financial and agriculture	$	30,017	$	164,867	$	125,967	$	60,424	$	52,133	$	87,456	$	264,812	$	785,676
Current period gross write offs	$	—	$	—	$	3	$	—	$	—	$	—	$	—	$	3

Commercial real estate:
Risk Rating
Pass	$	37,110	$	774,221	$	586,611	$	405,322	$	285,453	$	650,549	$	9,306	$	2,748,572
Special mention	—		7,558		9,379		3,342		11,190		28,141		173		59,783
Substandard	—		2,714		3,297		873		5,375		41,531		—		53,790
Doubtful	—		—		—		—		—		—		—		—
Total commercial real estate	$	37,110	$	784,493	$	599,287	$	409,537	$	302,018	$	720,221	$	9,479	$	2,862,145
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Consumer real estate:
Risk Rating
Pass	$	35,440	$	397,923	$	257,557	$	148,394	$	65,976	$	194,847	$	147,998	$	1,248,135
Special mention	—		77		179		—		92		4,270		2,026		6,644
Substandard	—		538		673		1,579		1,075		8,978		1,154		13,997
Doubtful	—		—		—		—		—		—		—		—
Total consumer real estate	$	35,440	$	398,538	$	258,409	$	149,973	$	67,143	$	208,095	$	151,178	$	1,268,776
Current period gross write offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer installment:
Risk Rating
Pass	$	6,458	$	19,656	$	11,402	$	5,236	$	2,282	$	1,989	$	6,095	$	53,118
Special mention	—		—		—		1		—		—		—		1
Substandard	—		14		20		23		—		3		—		60
Doubtful	—		—		—		—		—		—		—		—
Total consumer installment	$	6,458	$	19,670	$	11,422	$	5,260	$	2,282	$	1,992	$	6,095	$	53,179
Current period gross write offs	$	—	$	114	$	47	$	85	$	17	$	75	$	—	$	338
Total
Pass	$	109,016	$	1,356,376	$	978,998	$	618,506	$	404,537	$	932,231	$	427,881	$	4,827,545
Special mention	—		7,635		11,916		3,879		11,681		33,885		2,504		71,500
Substandard	9		3,557		4,171		2,809		7,358		51,648		1,179		70,731
Doubtful	—		—		—		—		—		—		—		—
Total	$	109,025	$	1,367,568	$	995,085	$	625,194	$	423,576	$	1,017,764	$	431,564	$	4,969,776
Current period gross write offs	$	—	$	114	$	50	$	85	$	17	$	75	$	—	$	341

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As of December 31, 2022	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans		Total
($ in thousands)	2022		2021		2020		2019		2018		Prior
Commercial, financial and:
agriculture
Risk Rating
Pass	$	181,761	$	141,174	$	55,690	$	53,954	$	43,441	$	52,038	$	181	$	528,239
Special mention	380		5,188		1,664		—		—		412		—		7,644
Substandard	50		—		—		34		33		192		—		309
Doubtful	—		—		—		—		—		—		—		—
Total commercial, financial and agriculture	$	182,191	$	146,362	$	57,354	$	53,988	$	43,474	$	52,642	$	181	$	536,192

Commercial real estate:
Risk Rating
Pass	$	582,895	$	436,661	$	305,140	$	217,626	$	140,682	$	368,185	$	1,765	$	2,052,954
Special mention	672		1,345		3,938		11,643		9,885		16,612		—		44,095
Substandard	50		2,830		908		1,694		4,797		27,935		—		38,214
Doubtful	—		—		—		—		—		—		—		—
Total commercial real estate	$	583,617	$	440,836	$	309,986	$	230,963	$	155,364	$	412,732	$	1,765	$	2,135,263

Consumer real estate:
Risk Rating
Pass	$	325,853	$	226,355	$	136,052	$	59,376	$	51,515	$	129,923	$	112,278	$	1,041,352
Special mention	—		—		—		—		823		3,846		—		4,669
Substandard	519		554		1,481		648		1,706		6,894		1,176		12,978
Doubtful	—		—		—		—		—		—		—		—
Total consumer real estate	$	326,372	$	226,909	$	137,533	$	60,024	$	54,044	$	140,663	$	113,454	$	1,058,999

Consumer installment:
Risk Rating
Pass	$	18,925	$	11,618	$	5,031	$	2,078	$	832	$	1,445	$	3,725	$	43,654
Special mention	—		—		—		—		—		—		—		—
Substandard	4		13		24		—		3		5		—		49
Doubtful	—		—		—		—		—		—		—		—
Total consumer installment	$	18,929	$	11,631	$	5,055	$	2,078	$	835	$	1,450	$	3,725	$	43,703

Total
Pass	$	1,109,434	$	815,808	$	501,913	$	333,034	$	236,470	$	551,591	$	117,949	$	3,666,199
Special mention	1,052		6,533		5,602		11,643		10,708		20,870		—		56,408
Substandard	623		3,397		2,413		2,376		6,539		35,026		1,176		51,550
Doubtful	—		—		—		—		—		—		—		—
Total	$	1,111,109	$	825,738	$	509,928	$	347,053	$	253,717	$	607,487	$	119,125	$	3,774,157

Allowance for Credit Losses

The ACL is a valuation account that is deducted from loans’ amortized cost basis to present the net amount expected to be collected on the loans. It is comprised of a general allowance for loans that are collectively assessed in pools with similar risk characteristics and a specific allowance for individually assessed loans. The allowance is continuously monitored by management to maintain a level adequate to absorb expected losses inherent in the loan portfolio.

The ACL represents the estimated losses for financial assets accounted for on an amortized cost basis. Expected losses are calculated using relevant information, from internal and external sources, about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in

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underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environment conditions, such as changes in unemployment rates, property values, or other relevant factors. Management may selectively apply external market data to subjectively adjust the Company’s own loss history including index or peer data. Expected losses are estimated over the contractual term of the loans, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals, and modifications. Loans are charged-off against the allowance when management believes the uncollectibility of a loan balance is confirmed and recoveries are credited to the allowance when received. Expected recovery amounts may not exceed the aggregate of amounts previously charged-off.

The ACL is measured on a collective basis when similar risk characteristics exist. Generally, collectively assessed loans are grouped by call code (segments). Segmenting loans by call code will group loans that contain similar types of collateral, purposes, and are usually structured with similar terms making each loan’s risk profile very similar to the rest in that segment. Each of these segments then flows up into one of the four bands (bands), Commercial, Financial, and Agriculture, Commercial Real Estate, Consumer Real Estate, and Consumer Installment. In accordance with the guidance in ASC 326, the Company redefined its LHFI portfolio segments and related loan classes based on the level at which risk is monitored within the ACL methodology. Construction loans for 1-4 family residential properties with a call code 1A1, and other construction, all land development and other land loans with a call code 1A2 were previously separated between the Commercial Real Estate or Consumer Real Estate bands based on loan type code. Under our ASC 326 methodology 1A1 loans are all defined as part of the Consumer Real Estate band and 1A2 loans are all defined as part of the Commercial Real Estate Band.

The PD calculation analyzes the historical loan portfolio over the given lookback period to identify, by segment, loans that have defaulted. A default is defined as a loan that has moved to past due 90 days and greater, nonaccrual status, or experienced a charge-off during the period. The model observes loans over a 12-month window, detecting any events previously defined. This information is then used by the model to calculate annual iterative count-based PD rates for each segment. This process is then repeated for all dates within the historical data range. These averaged PD’s are used for an immediate reversion back to the historical mean. The historical data used to calculate this input was captured by the Company from 2009 through the most recent quarter end.

The Company utilizes reasonable and supportable forecasts of future economic conditions when estimating the ACL on loans. The model’s calculation also includes a 24-month forecasted PD based on a regression model that calculated a comparison of the Company’s historical loan data to various national economic metrics during the same periods. The results showed the Company’s past losses having a high rate of correlation to unemployment, both regionally and nationally. Using this information, along with the most recently published Wall Street Journal survey of sixty economists’ forecasts predicting unemployment rates out over the next eight quarters, a corresponding future PD can be calculated for the forward-looking 24-month period. This data can also be used to predict loan losses at different levels of stress, including a baseline, adverse and severely adverse economic condition. After the forecast period, PD rates revert to the historical mean of the entire data set.

The LGD calculation is based on actual losses (charge-offs, net recoveries) at a loan level experienced over the entire lookback period aggregated to get a total for each segment of loans. The aggregate loss amount is divided by the exposure at default to determine an LGD rate. Defaults occurring during the lookback period are included in the denominator, whether a loss occurred or not and exposure at default is determined by the loan balance immediately preceding the default event. If there is not a minimum of five past defaults in a loan segment, or less than 15.0% calculated LGD rate, or the total balance at default is less than 1% of the balance in the respective call code as of the model run date, a proxy index is used. This index is proprietary to the Company’s ACL modeling vendor derived from loss data of other client institutions similar in organization structure to the Company. The vendor also provides a “crisis” index derived from loss data between the post-recessionary years of 2008-2013 that the Company uses.

The model then uses these inputs in a non-discounted version of DCF methodology to calculate the quantitative portion of estimated losses. The model creates loan level amortization schedules that detail out the expected monthly payments for a loan including estimated prepayments and payoffs. These expected cash flows are discounted back to present value using the loan’s coupon rate instead of the effective interest rate. On a quarterly basis, the Company uses internal credit portfolio data, such as changes in portfolio volume and composition, underwriting practices, and levels of past due loans, nonaccruals and classified assets along with other external information not used in the quantitative calculation to determine if any subjective qualitative adjustments are required so that all significant risks are incorporated to form a sufficient basis to estimate credit losses.

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The following table presents the activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2023 and 2022:


($ in thousands)	Three Months Ended March 31, 2023
	Commercial, Financial and Agriculture		Commercial Real Estate		Consumer Real Estate		Consumer Installment		Total
Allowance for credit losses:
Beginning balance	$	6,349	$	20,389	$	11,599	$	580	$	38,917
Initial allowance on PCD loans	727		2,260		182		7		3,176
Provision for credit losses	2,327		5,388		2,402		383		10,500
Loans charged-off	(3)		—		—		(338)		(341)
Recoveries	43		15		18		122		198
Total ending allowance balance	$	9,443	$	28,052	$	14,201	$	754	$	52,450


($ in thousands)	Three Months Ended March 31, 2022
	Commercial, Financial and Agriculture		Commercial Real Estate		Consumer Real Estate		Consumer Installment		Total
Allowance for credit losses:
Beginning balance	$	4,873	$	17,552	$	7,889	$	428	$	30,742
Provision for credit losses	—		—		—		—		—
Loans charged-off	(52)		(3)		(7)		(169)		(231)
Recoveries	53		224		610		222		1,109
Total ending allowance balance	$	4,874	$	17,773	$	8,492	$	481	$	31,620

The initial ACL on PCD loans recorded in March 2023, of $3.2 million was related to the HSBI acquisition. The 2023 provision for credit losses includes $10.7 million associated with day one post-merger accounting provision recorded for non-PCD loans and unfunded commitments acquired in the HSBI merger. The Company recorded a $10.5 million provision for credit losses for the three months ended March 31, 2023, compared to no provision for the same periods in 2022. The increase in the provision is related to the HSBI acquisition and loan growth.

The following table provides the ending balance in the Company’s LHFI and the ACL, broken down by portfolio segment as of March 31, 2023 and December 31, 2022 ($ in thousands).


March 31, 2023	Commercial, Financial and Agriculture		Commercial Real Estate		Consumer Real Estate		Consumer Installment		Total
LHFI
Individually evaluated	$	872	$	6,230	$	1,342	$	—	$	8,444
Collectively evaluated	784,804		2,855,915		1,267,434		53,179		4,961,332
Total	$	785,676	$	2,862,145	$	1,268,776	$	53,179	$	4,969,776

Allowance for Credit Losses
Individually evaluated	$	337	$	—	$	20	$	—	$	357
Collectively evaluated	9,106		28,052		14,181		754		52,093
Total	$	9,443	$	28,052	$	14,201	$	754	$	52,450

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December 31, 2022	Commercial, Financial and Agriculture		Commercial Real Estate		Consumer Real Estate		Consumer Installment		Total
LHFI
Individually evaluated	$	—	$	4,560	$	998	$	—	$	5,558
Collectively evaluated	536,192		2,130,703		1,058,001		43,703		3,768,599
Total	$	536,192	$	2,135,263	$	1,058,999	$	43,703	$	3,774,157

Allowance for Credit Losses
Individually evaluated	$	—	$	—	$	5	$	—	$	5
Collectively evaluated	6,349		20,389		11,594		580		38,912
Total	$	6,349	$	20,389	$	11,599	$	580	$	38,917

NOTE 11 - DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swaps

The Company enters into interest rate swap agreements primarily to facilitate the risk management strategies of certain commercial customers. The interest rate swap agreements entered into by the Company are all entered into under what is referred to as a back-to-back interest rate swap, as such, the net positions are offsetting assets and liabilities, as well as income and expenses. All derivative instruments are recorded in the consolidated statement of financial condition at their respective fair values, as components of other assets and other liabilities. Under a back-to-back interest rate swap program, the Company enters into an interest rate swap with the customer and another offsetting swap with a counterparty. The result is two mirrored interest rate swaps, absent a credit event, which will offset in the financial statements. These swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. The change in fair value is recognized in the income statement as other income and fees. As part of the BBI acquisition, the Bank acquired 33 loans with related interest rate swaps.

The following table provides outstanding interest rate swaps at March 31, 2023.


($ in thousands)
	March 31, 2023
Notional amount	$	332,873
Weighted average pay rate	4.4		%
Weighted average receive rate	4.4		%
Weighted average maturity in years	5.96

The following table provides the fair value of interest rate swap contracts at March 31, 2023 included in other assets and other liabilities.


($ in thousands)
	March 31, 2023
	Derivative Assets		Derivative Liabilities
Interest rate swap contracts	$	10,577	$	10,577

The Company also enters into a collateral agreement with the counterparty requiring the Company to post cash or

cash equivalent collateral to mitigate the credit risk in the transaction. At March 31, 2023, the Company had $500 thousand of collateral posted with its counterparties, which is included in the consolidated statement of financial condition as cash and cash equivalents as "restricted cash". The Company also receives a swap spread to compensate it for the credit exposure it takes on the customer-facing portion of the transaction and this upfront cash payment from the counterparty is recorded in other income, net of any transaction execution expenses, in the consolidated statement of operations. For the three months ended March 31, 2023, net swap spread income included in other income was $169 thousand.

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Entering into derivative contracts potentially exposes the Company to the risk of counterparties' failure to fulfill their legal obligations, including, but not limited to, potential amounts due or payable under each derivative contract. Notional principal amounts are often used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. The Company assesses the credit risk of its dealer counterparties by regularly monitoring publicly available credit rating information, evaluating other market indicators, and periodically reviewing detailed financials.

The Company records the fair value of its interest rate swap contracts separately within other assets and other liabilities as current accounting rules do not permit the netting of customer and counterparty fair value amounts in the consolidated statement of financial condition.

NOTE 12 – RECLASSIFICATION

Certain amounts in the 2022 financial statements have been reclassified for comparative purposes to conform to the current period financial statement presentation.

NOTE 13 – SUBSEQUENT EVENTS/OTHER

In April 2023, the U.S. Department of Treasury (the "Treasury") informed the Company that the Treasury has reviewed the Company's application to receive a grant through the Community Development Financial Institution Fund ("CDFI Fund") related to the Equitable Recovery Program ("ERP"), and that the Company would be eligible to receive an ERP grant in an amount up to $6.2 million. The Company has not yet determined whether it will accept the offer to receive the ERP grant.

If the Company moves forward with pursuing the ERP grant from the Treasury, the Company would be required to fulfill certain conditions established by the Treasury and would be subject to certain restrictions following its acceptance of the investment.

Authorized by the Consolidated Appropriations Act, 2021, the ERP was created to respond to the economic effects of the Coronavirus Disease ("COVID-19") pandemic. These funds will strengthen the ability of the CDFIs to help low-and moderate-income communities recover from the COVID-19 pandemic and invest in long-term prosperity.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

Certain statements made or incorporated by reference in this Quarterly Report on Form 10-Q of the Company (the “Report”) which are not statements of historical fact, including those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Report, constitute forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, many of which are beyond the Company’s control and which may cause the Company’s actual results, performance or achievements or the financial services industry or economy generally, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through the Company’s use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “predicts,” “could,” “should,” “would,” “intends,” “targets,” “estimates,” “projects,” “seek,” “plans,” “potential,” “aim,” and other similar words and expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance and/or the performance of the financial services industry and economy in general. Forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this document. Many of these factors are beyond the Company’s ability to control or predict. Other factors that could cause actual results to differ materially from those indicated by forward-looking statements include, but are not limited to, the following:

•negative impacts on our business, profitability and our stock price that could result from prolonged periods of inflation;

•risks and uncertainties relating to recent, pending or potential future mergers or acquisitions, including risks related to the completion of such acquisitions within expected timeframes and the successful integration of the business that we acquire into our operations;

•the risk that a future economic downturn and contraction, including a recession, could have a material adverse effect on our capital, financial condition, credit quality, results of operations and future growth, including the risk that the strength of the current economic environment could be weakened by the continued impact of rising interest rates, supply chain challenges and inflation;

•disruptions to the financial markets as a result of the current or anticipated impact of military conflict, including Russia’s military action in Ukraine, terrorism or other geopolitical events;

•governmental monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve;

•the costs and effects of litigation, investigations, inquiries or similar matters, or adverse facts and developments related thereto, including the costs and effects of litigation related to our participation in government stimulus programs associated with the COVID-19 pandemic;

•reduced earnings due to higher credit losses generally and specifically because losses in the sectors of our loan portfolio secured by real estate are greater than expected due to economic factors, including declining real estate values, increasing interest rates, increasing unemployment, or changes in payment behavior or other factors occurring in those areas;

•general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected resulting in, among other things, a deterioration in credit quality;

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•adverse changes in asset quality and resulting credit risk-related losses and expenses;

•ability of borrowers to repay loans, which can be adversely affected by a number of factors, including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business closings or lay-offs, natural disasters, public health emergencies and international instability;

•developments in our mortgage banking business, including loan modifications, general demand, and the effects of judicial or regulatory requirements or guidance;

•changes in laws and regulations affecting our businesses, including governmental monetary and fiscal policies, legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses;

•the financial impact of future tax legislation;

•changes in political conditions or the legislative or regulatory environment, including the possibility that the U.S. could default on its debt obligations;

•the adequacy of the level of our allowance for credit losses and the amount of credit loss provisions required to replenish the allowance in future periods;

•reduced earnings due to higher credit losses because our loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral;

•changes in the interest rate environment which could reduce anticipated or actual margins;

•increased funding costs due to market illiquidity, increased competition for funding, higher interest rates, and increased regulatory requirements with regard to funding;

•results of examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for credit losses through additional credit loss provisions or write-down of our assets;

•the rate of delinquencies and amount of loans charged-off;

•the impact of our efforts to raise capital on our financial position, liquidity, capital, and profitability;

•significant increases in competition in the banking and financial services industries;

•changes in the securities markets;

•significant turbulence or a disruption in the capital or financial markets and the effect of a fall in stock market prices on our investment securities;

•loss of consumer confidence and economic disruptions resulting from national disasters or terrorist activities;

•our ability to retain our existing customers, including our deposit relationships;

•changes occurring in business conditions and inflation;

•changes in technology or risks to cybersecurity;

•changes in deposit flows;

•changes in accounting principles, policies, or guidelines, including the impact of the Current Expected Credit Losses (“CECL”) standard;

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•our ability to maintain adequate internal control over financial reporting;

•risks related to the continued use, availability and reliability of LIBOR and other “benchmark” rates; and

•other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission (“SEC”).

We have based our forward-looking statements on our current expectations about future events. Although we believe that the expectations reflected in and the assumptions underlying our forward-looking statements are reasonable, we cannot guarantee that these expectations will be achieved, or the assumptions will be accurate. The Company disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional information concerning these risks and uncertainties is contained in Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022 "the Company's 2022 Form 10-K" and in our other filings with the Securities and Exchange Commission, available at the SEC’s website, http://www.sec.gov.

RECENT DEVELOPMENTS

During the first quarter of 2023, the banking industry experienced significant volatility with multiple high-profile bank failures and industry wide concerns related to liquidity, deposit outflows, uninsured deposit concentrations, unrealized securities losses and eroding consumer confidence in the banking system. Despite these negative industry developments, the Company's liquidity position and balance sheet remains strong. The Company's total deposits increased by approximately $1.174 billion, or 21.4%, as compared to December 31, 2022, to $6.668 billion at March 31, 2023. The increase in the current quarter compared to the sequential quarter was primarily due the HSBI acquisition which included deposits totaling $1.392 billion, net of purchase accounting adjustments offset by deposit outflow in the first quarter. The Company's estimated uninsured deposits totaled $2.303 billion at March 31, 2023, compared to $2.076 billion at December 31, 2022, representing 34.5% and 37.8% of total deposits at March 31, 2023, and December 31, 2022, respectively. These estimates were derived using the same methodologies and assumptions used for the Bank's regulatory reporting. The Company also took a number of preemptive actions, which included pro-active outreach to clients and actions to maximize its funding sources in response to these recent developments, including the Company's strategic decision to hold excess cash for contingency liquidity for the majority of the month ended March 31, 2023. Furthermore, the Company's capital remains strong with common Tier 1 and total capital ratios of 11.2% and 14.7%, respectively, as of March 31, 2023.

CRITICAL ACCOUNTING POLICIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses. Accounting policies considered critical to our financial results include the allowance for credit losses and related provision, income taxes, goodwill and business combinations. The most critical of these is the accounting policy related to the allowance for credit losses. The allowance is based in large measure upon management’s evaluation of borrowers’ abilities to make loan payments, local and national economic conditions, and other subjective factors. If any of these factors were to deteriorate, management would update its estimates and judgments which may require additional loss provisions. The Company’s critical accounting policies are discussed in detail in Note B “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2022 Form 10-K.

On January 1, 2023, the Company adopted FASB ASU 2022-02, which eliminates the TDR recognition and measurement guidance and instead requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For public business entities, these amendments require that an entity disclose current period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination.

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OVERVIEW OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS SUMMARY

First quarter 2023 compared to first quarter 2022

The Company reported net income available to common shareholders of $16.3 million for the three months ended March 31, 2023, compared with net income available to common shareholders of $16.8 million for the same period last year, a decrease of $558 thousand or 3.3%. For the first quarter of 2023, fully diluted earnings per share were $0.52, compared to $0.81 for the first quarter of 2022.

Operating net earnings, a non-GAAP financial measure, for the first quarter of 2023 totaled $27.1 million compared to $15.0 million for the first quarter of 2022, an increase of $12.1 million or 81.0%. Operating net earnings, which is a non-GAAP financial measure, for the first quarter of 2023 excludes merger and conversion related costs of $2.8 million, net of tax, initial provision for acquired loans of $8.0 million, net of tax. Operating net earnings, a non-GAAP financial measure, for the first quarter of 2022 excludes merger and conversion related costs of $305 thousand, net of tax, government grants from the U.S. Treasury of $524 thousand, net of tax, and bank-owned life insurance ("BOLI") death proceeds of $1.6 million. Diluted operating earnings per share, a non-GAAP financial measure, was $0.86 on a fully diluted basis for the first quarter 2023, compared to $0.72 for the same period in 2022, excluding the costs and income described above. See reconciliation of non-GAAP financial measures provided below.

Net interest income for the first quarter 2023 was $64.9 million, an increase of $26.3 million or 68.0%, compared to $38.6 million for the same period in 2022. Fully tax equivalent (“FTE”) net interest income, which is a non-GAAP measure, totaled $65.9 million and $39.5 million for the first quarter of 2023 and 2022, respectively. Purchase accounting adjustments increased $2.7 million for the first quarter comparisons. The increase was largely due to increased interest rates as well as the acquisitions of BBI and HSBI.

First quarter 2023 FTE net interest margin, which is a non-GAAP measure, increased 3.69% including 22 basis points related to purchase accounting adjustments compared to 2.78% for the same quarter in 2022, which included 5 basis points related to purchase accounting adjustments. Excluding the purchase accounting adjustments, the core net interest margin, a non-GAAP financial measure, increased 74 basis points in prior year quarterly comparison primarily due to an increase in average loans as well as interest rate increases. See reconciliation of non-GAAP financial measures provided below.

Non-interest income for the three months ended March 31, 2023 was $12.6 million compared to $11.2 million for the same period in 2022, reflecting an increase of $1.5 million or 13.0%. This increase was attributable to increases in service charges on deposit accounts and interchange fee income of $2.9 million and partially offset by a decrease of $597 thousand in mortgage income.

Pre-tax, pre-provision operating earnings, a non-GAAP measure, increased 84.9% to $35.7 million for the quarter-ended March 31, 2023 as compared to $19.3 million for the first quarter of 2022. Pre-tax, pre-provision operating earnings, a non-GAAP measure, for the first quarter 2023 excludes merger and conversion related costs of $3.8 million, and $11.0 million provision for credit losses. Pre-tax, pre-provision operating earnings, a non-GAAP measure, for the first quarter of 2022 excludes merger and conversion related costs of $408 thousand, $702 thousand government grants from the U.S. Treasury, and $1.6 million in BOLI income death proceeds. See reconciliation of non-GAAP financial measures provided below.

Non-interest expense was $45.7 million for the three months ended March 31, 2023, an increase of $17.1 million or 59.7%, when compared with the same period in 2022. For the first quarter of 2023, charges related to the ongoing operations of BBI and HSBI totaled $12.7 million. For the first quarter of 2022, charges related to the acquisition of the Cadence Branches and charter conversion accounted for $408 thousand and charges related to the ongoing operations of the Cadence Branches totaled $722 thousand.

Investment securities totaled $1.962 billion, or 24.5% of total assets at March 31, 2023, compared to $1.986 billion, or 27.0% of total assets at March 31, 2022. The average balance of investment securities increased $131.0 million in prior year quarterly comparison. The average tax equivalent yield on investment securities, a non-GAAP financial measure, increased 53 basis points to 2.51% from 1.98% in prior year quarterly comparison. The investment portfolio had a

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net unrealized loss of $137.6 million at March 31, 2023 as compared to a net unrealized loss of $92.2 million at March 31, 2022. See reconciliation of non-GAAP financial measures provided below.

The FTE average yield on all earning assets, a non-GAAP measure, increased 148 basis points in prior year quarterly comparison, from 3.07% for the first quarter of 2022 to 4.55% for the first quarter of 2023. Interest expense on average interest-bearing liabilities increased 82 basis points from 0.42% for the first quarter of 2022 to 1.24% for the first quarter of 2023. Cost of all deposits averaged 77 basis points for the first quarter of 2023 compared to 17 basis points for the first quarter of 2022. This increase was a result of rising interest rates and increased competition for deposits. See reconciliation of non-GAAP financial measures provided below.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE FIRST

The First represents the primary asset of the Company. The First reported total assets of $8.008 billion at March 31, 2023 compared to $6.462 billion at December 31, 2022, an increase of $1.546 billion. Loans, including loans held for sale, increased $1.195 billion to $4.974 billion, or 31.6%, during the first three months of 2023. Deposits at March 31, 2023 totaled $6.677 billion compared to $5.511 billion at December 31, 2022. The increase in assets, loans, and deposits is attributed to the HSBI acquisition.

For the three months period ended March 31, 2023, The First reported net income of $20.3 million compared to $17.1 million for the three months ended March 31, 2022. Merger and conversion charges equaled $2.8 million, net of tax, for the first three months of 2023 as compared to $305 thousand, net of tax, for the first three months of 2022.

EARNINGS PERFORMANCE

The Company earns income from two primary sources. The first is net interest income, which is interest income generated by earning assets less interest expense on deposits and other borrowed money. The second is non-interest income, which primarily consists of customer service charges and fees as well as mortgage income but also comes from non-customer sources such as bank-owned life insurance. The majority of the Company’s non-interest expense is comprised of operating costs that facilitate offering a full range of banking services to our customers.

NET INTEREST INCOME AND NET INTEREST MARGIN

For the three months ended March 31, 2023, net interest income increased by $26.3 million, or 68.0%, when compared with the same period in 2022. The increase is primarily related to interest income earned on a higher volume of loans attributed to the BBI and HSBI acquisitions and securities. PPP loans totaled $568 thousand as of March 31, 2023, a decrease of $18.8 million or 97.1% when compared to the same period last year due to loan forgiveness under the PPP program. The level of net interest income we recognize in any given period depends on a combination of factors including the average volume and yield for interest-earning assets, the average volume and cost of interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. Net interest income is also impacted by the reversal of interest for loans placed on nonaccrual status during the reporting period, and the recovery of interest on loans that had been on nonaccrual and were paid off, sold or returned to accrual status.

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The following tables depict, for the periods indicated, certain information related to the average balance sheet and average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. Average balances have been derived from daily averages.

Average Balances, Tax Equivalent Interest and Yields/Rates


($ in thousands)	Three Months Ended
	March 31, 2023						March 31, 2022
	Avg. Balance		Tax Equivalent Interest		Yield/ Rate		Avg. Balance		Tax Equivalent Interest		Yield/ Rate
Earning Assets:
Taxable securities	$	1,565,623	$	8,758	2.24	%	$	1,413,523	$	6,152	1.74	%
Tax exempt securities	462,718		3,946		3.41	%	483,780		3,242		2.68	%
Total investment securities	2,028,341		12,704		2.51	%	1,897,303		9,394		1.98	%
Interest bearing deposits in other banks	146,663		898		2.45	%	825,877		13		0.01	%
Loans	4,975,663		67,734		5.45	%	2,945,877		34,154		4.64	%
Total earning assets	7,150,667		81,336		4.55	%	5,669,057		43,561		3.07	%
Other assets	852,587						533,612
Total assets	$	8,003,254					$	6,202,669

Interest-bearing liabilities:
Deposits	$	4,738,076	$	12,277	1.04	%	$	5,021,657	$	2,588	0.18	%
Borrowed funds	77,098		959		4.98	%	—		—		—	%
Subordinated debentures	155,084		2,176		5.61	%	144,759		1,819		5.03	%
Total interest-bearing liabilities	4,970,258		15,412		1.24	%	5,166,416		4,407		0.32	%
Other liabilities	2,164,001						369,692
Shareholders’ equity	868,995						666,561
Total liabilities and shareholders’ equity	$	8,003,254					$	6,202,669

Net interest income			$	64,926					$	38,639
Net interest margin					3.63	%					2.73	%
Net interest income (FTE)*			$	65,924	3.31	%			$	39,459	2.75	%
Net interest margin (FTE)*					3.69	%					2.78	%

____________________________________________________

*Non-GAAP measure. See reconciliation of non-GAAP financial measures.

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NON-INTEREST INCOME AND NON-INTEREST EXPENSE

The following table provides details on the Company’s non-interest income and non-interest expense for the three months ended March 31, 2023 and 2022:


($ in thousands)	Three Months Ended
EARNINGS STATEMENT	March 31, 2023		% of Total		March 31, 2022		% of Total
Non-interest income:
Service charges on deposit accounts	$	3,657	29.0	%	$	2,040	18.3	%
Mortgage fee income	633		5.0	%	1,230		11.0	%
Interchange fee income	4,498		35.7	%	3,197		28.7	%
(Loss) gain on securities, net	—		0.0	%	(3)		0.0	%
Gain (loss) on sale of premises and equipment	—		0.0	%	2		0.0	%
Government awards/grants	—		0.0	%	702		6.3	%
BOLI income from death proceeds	—		0.0	%	1,630		14.6	%
Other	3,824		30.3	%	2,359		21.1	%
Total non-interest income	$	12,612	100	%	$	11,157	100	%

Non-interest expense:
Salaries and employee benefits	$	23,572	51.6	%	$	16,799	58.8	%
Occupancy expense	5,296		11.6	%	3,876		13.5	%
FDIC/OCC premiums	670		1.5	%	566		2.0	%
Marketing	158		0.3	%	86		0.3	%
Amortization of core deposit intangibles	2,402		5.3	%	1,064		3.7	%
Other professional services	1,068		2.3	%	563		2.0	%
Other non-interest expense	8,711		19.1	%	5,228		18.3	%
Acquisition and charter conversion charges	3,793		8.3	%	408		1.4	%
Total non-interest expense	$	45,670	100	%	$	28,590	100	%

PROVISION FOR INCOME TAXES

The Company sets aside a provision for income taxes on a monthly basis. The amount of the provision is determined by first applying the Company’s statutory income tax rates to estimated taxable income, which is pre-tax book income adjusted for permanent differences, and then subtracting available tax credits if applicable. Permanent differences include but are not limited to tax-exempt interest income, bank-owned life insurance cash surrender value income, and certain book expenses that are not allowed as tax deductions.

The Company’s provision for income taxes was $4.6 million or 22.0% of earnings before income taxes for the first quarter 2023, compared to $4.4 million or 20.6% of earnings before income taxes for the same period in 2022.

BALANCE SHEET ANALYSIS

EARNING ASSETS

The Company’s interest-earning assets are comprised of investments and loans, and the composition, growth characteristics, and credit quality of both are significant determinants of the Company’s financial condition. Investments are analyzed in the section immediately below, while the loan and lease portfolio and other factors affecting earning assets are discussed in the sections following investments.

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INVESTMENTS

The Company’s investments can at any given time consist of debt securities and marketable equity securities (together, the “investment portfolio”), investments in the time deposits of other banks, surplus interest-earning balances in our Federal Reserve Bank (“FRB”) account, and overnight fed funds sold. Surplus FRB balances and federal funds sold to correspondent banks represent the temporary investment of excess liquidity. The Company’s investments serve several purposes: 1) they provide liquidity to even out cash flows from the loan and deposit activities of customers; 2) they provide a source of pledged assets for securing public deposits, bankruptcy deposits and certain borrowed funds which require collateral; 3) they constitute a large base of assets with maturity and interest rate characteristics that can be changed more readily than the loan portfolio to better match changes in the deposit base and other funding sources of the Company; 4) they are another interest-earning option for surplus funds when loan demand is light; and 5) they can provide partially tax exempt income. Total securities, excluding other securities, totaled $1.928 billion, or 24.0% of total assets at March 31, 2023 compared to $1.949 billion, or 30.2% of total assets at December 31, 2022.

There were no federal funds sold at March 31, 2023 and December 31, 2022; and interest-bearing balances at other banks increased to $226.9 million at March 31, 2023 from $78.1 million at December 31, 2022. The increase in interest-bearing balances is primarily related to $143.4 million increase in the Federal Reserve Bank deposits. The Company’s investment portfolio decreased $20.2 million, or 1.0%, to $1.962 billion at March 31, 2023 compared to December 31, 2022. The decrease is attributed to $43.7 million in securities that matured, prepaid, or were called offset by a $23.6 million change in the net unrealized loss of the security portfolio. The investment portfolio had a net unrealized loss of $137.6 million at March 31, 2023 as compared to a net unrealized loss of $161.2 million at December 31, 2022. The Company carries available-for-sale investments at their fair market values and held-to-maturity investments at their amortized costs. The fair value of available-for-sale securities totaled $1.250 billion at March 31, 2023 compared to $1.257 billion at December 31, 2022. The fair value of held-to-maturity investments totaled $639.5 million and $642.1 million at March 31, 2023 and December 31, 2022, respectively. All other investment securities are classified as “available-for-sale” to allow maximum flexibility with regard to interest rate risk and liquidity management.

Refer to the tables shown in Note 9 – Securities to the Consolidated Financial Statements for information on the Company’s amortized cost and fair market value of its investment portfolio by investment type.

LOAN PORTFOLIO

Loans Held for Sale (“LHFS”)

The Bank originates fixed rate single family, residential first mortgage loans on a presold basis. The Bank issues a rate lock commitment to a customer and concurrently “locks in” with a secondary market investor under a best efforts delivery mechanism. Such loans are sold without the mortgage servicing rights being retained by the Bank. The terms of the loan are dictated by the secondary investors and are transferred within several weeks of the Bank initially funding the loan. The Bank recognizes certain origination fees and service release fees upon the sale, which are included in other income on loans in the consolidated statements of income. Between the initial funding of the loans by the Bank and the subsequent purchase by the investor, the Bank carries the loans held for sale at the lower of cost or fair value in the aggregate as determined by the outstanding commitments from investors. Associated servicing rights are not retained. At March 31, 2023, LHFS totaled $4.1 million, compared to $4.4 million at December 31, 2022.

Loans Held for Investment (“LHFI”)

LHFI, net of deferred fees and costs, were $4.917 billion at March 31, 2023, an increase of $1.182 billion, or 31.6%, from $3.735 billion at December 31, 2022. The acquisition of HSBI accounted for approximately $1.159 billion, net of purchase accounting adjustments, of the increase. PPP loans were $568 thousand at March 31, 2023, a decrease of $142 thousand, or 20.0%, from $710 thousand at December 31, 2022.

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The following table presents the Company’s composition of LHFI, net of deferred fees and costs, in dollar amounts and as a percentage of total gross loans ($ in thousands):


	March 31, 2023				December 31, 2022
	Amount		Percent of Total		Amount		Percent of Total
Commercial, financial and agriculture (1)	$	785,676	15.8	%	$	536,192	14.2	%
Commercial real estate	2,862,145		57.6	%	2,135,263		57.0	%
Consumer real estate	1,268,776		25.5	%	1,058,999		28.1	%
Consumer installment	53,179		1.1	%	43,703		1.2	%
Total loans	4,969,776		100	%	3,774,157		100	%
Allowance for credit losses	(52,450)				(38,917)
Net loans	$	4,917,326			$	3,735,240

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(1)Loan amount includes $568 thousand and $710 thousand in PPP loans at March 31, 2023 and December 31, 2022, respectively.

Generally, the Company limits its loan-to-value ratio to 80%. Management attempts to maintain a conservative philosophy regarding its underwriting guidelines and believes that the risk elements of its loan portfolio have been reduced through strategies that diversify the lending mix.

LOAN CONCENTRATIONS

Diversification within the loan portfolio is an important means of reducing inherent lending risk. As of March 31, 2023, management does not consider there to be any significant credit concentrations within the loan portfolio. Although the Bank’s loan portfolio, as well as existing commitments, reflects the diversity of its primary market area, a substantial portion of a borrower's ability to repay a loan is dependent upon the economic stability of the area.

NON-PERFORMING ASSETS

Non-performing assets (“NPAs”) are comprised of loans for which the Company is no longer accruing interest, and foreclosed assets including mobile homes and other real estate owned. Loans are placed on nonaccrual status when they become ninety days past due (principal and/or interest), unless the loans are adequately secured and in the process of collection. Nonaccrual loans totaled $17.3 million at March 31, 2023, an increase of $4.7 million from December 31, 2022.

Other real estate owned is carried at fair value, determined by an appraisal, less estimated costs to sell. Other real estate owned totaled $5.1 million at March 31, 2023, an increase of $234 thousand as compared to $4.8 million at December 31, 2022. The acquisition of HSBI accounted for approximately $857 thousand of the increase and was offset by $623 thousand in sales and write-downs during the first quarter of 2023.

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The following table presents comparative data for the Company’s non-performing assets as of the dates noted.


($ in thousands)	March 31, 2023			December 31, 2022
Nonaccrual Loans
Commercial, financial and agriculture	$	1,655		$	19
Commercial real estate	10,473			8,574
Consumer real estate	5,171			3,997
Consumer installment	14			1
Total Nonaccrual Loans	17,313			12,591

Other real-estate owned	5,066			4,832

Total NPAs	$	22,379		$	17,423
Past due 90 days or more and still accruing	$	73		$	289
Total NPAs as a % of total loans & leases net of unearned income	0.5		%	0.5		%
Total nonaccrual loans as a % of total loans & leases net of unearned income	0.3		%	0.3		%

NPAs totaled $22.4 million at March 31, 2023, compared to $17.4 million at December 31, 2022, an increase of $5.0 million. The ACL/total loans ratio was 1.06% at March 31, 2023, and 1.03% at December 31, 2022. Total valuation accounting adjustments were $40.1 million on acquired loans at March 31, 2023. The Company recorded a $9.5 million credit mark related to the BBI acquisition in 2022 and a $33.2 million credit mark related to the HSBI acquisition in 2023. The ratio of annualized net charge-offs (recoveries) to total loans was 0.01% for the quarter ended March 31, 2023 compared to 0.004% for the quarter ended December 31, 2022.

ALLOWANCE FOR CREDIT LOSSES

The ACL is a valuation account that is deducted from loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged-off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environment conditions, such as changes in unemployment rates, property values, or other relevant factors. Management may selectively apply external market data to subjectively adjust the Company’s own loss history including index or peer data. Management evaluates the adequacy of the ACL quarterly and makes provisions for credit losses based on this evaluation. See Note 10 “Loans” for a description of the Company’s methodology and the quantitative and qualitative factors included in the calculation.

At March 31, 2023, the ACL was $52.5 million, or 1.1% of LHFI, an increase of $13.5 million, or 34.8% when compared to December 31, 2022. The 2023 provision for credit losses includes $10.7 million associated with a day one post-merger accounting provision recorded for non-PCD loans and unfunded commitments and a $3.2 million initial allowance on PCD loans related to the HSBI acquisition. At December 31, 2022, provision for credit losses includes $3.9 million associated with a day one post-merger accounting provision recorded for non-PCD loans and unfunded commitments and a $1.3 million initial allowance on PCD loans acquired in the BBI acquisition. At December 31, 2022, the allowance for credit losses was approximately $38.9 million, which was 1.0% of LHFI.

At March 31, 2023, management believes the allowance is appropriate and should any of the factors considered by management in evaluating the appropriateness of the allowance for credit losses change, management’s estimate of inherent losses in the portfolio could also change, which would affect the level of future provisions for credit losses.

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The table that follows summarizes the activity in the allowance for credit losses for the three months ended March 31, 2023 and 2022 ($ in thousands):


Allowance for Credit Losses
Balances:	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Average LHFI outstanding during period:	$	4,975,663		$	2,945,877
LHFI outstanding at end of period:	$	4,969,776		$	2,970,246
Allowance for Credit Losses:
Balance at beginning of period	$	38,917		$	30,742
Initial allowance on PCD loans	3,176			—
Provision:
Initial provision for acquired non-PCD loans	10,219			—
Provision for credit losses charged to expense	281			—
Charge-offs:
Commercial, financial and agriculture	3			52
Commercial real estate	—			3
Consumer real estate	—			7
Consumer installment	338			169
Total Charge-offs	341			231
Recoveries:
Commercial, financial and agriculture	43			53
Commercial real estate	15			224
Consumer real estate	18			610
Consumer installment	122			222
Total Recoveries	198			1,109
Net loan charge offs (recoveries)	143			(878)
Balance at end of period	$	52,450		$	31,620
RATIOS
Net Charge-offs (recoveries) to average LHFI (annualized)	0.0		%	(0.1)		%
ACL to LHFI at end of period	1.1		%	1.1		%
Net Loan Charge-offs (recoveries) to PCL	50.9		%	0.0		%

The Company recorded a $10.5 million provision for credit losses for the three months ended March 31, 2023 and $0 for the three months ended March 31, 2022. An initial provision for acquired non-PCD loans of $10.2 million and an initial allowance on PCD loans of $3.2 million was recorded as of March 31, 2023 due to the acquisition of HSBI.

The following tables summarizes the ACL at March 31, 2023 and at December 31, 2022.


($ in thousands)	March 31, 2023		December 31, 2022
Commercial, financial and agriculture	$	9,443	$	6,349
Commercial real estate	28,052		20,389
Consumer real estate	14,201		11,599
Consumer installment	754		580
Total	$	52,450	$	38,917

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ALLOWANCE FOR CREDIT LOSSES ON OBSC EXPOSURES

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 ACL on OBSC exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The Company recorded $500 thousand provision for credit losses on OBSC exposures for the three month period ended March 31, 2023 and $0 for the same period in 2022. The increase in the ACL on OBSC exposures for the three months ended March 31, 2023 was primarily due to the day one provision for unfunded commitments related to the HSBI acquisition.

OTHER ASSETS

The Company’s balance of non-interest earning cash and due from banks was $106.6 million at March 31, 2023 and $67.2 million at December 31, 2022. The balance of cash and due from banks depends on the timing of collection of outstanding cash items (checks), the level of cash maintained on hand at our branches, and our reserve requirement among other things, and is subject to significant fluctuation in the normal course of business. While cash flows are normally predictable within limits, those limits are fairly broad and the Company manages its short-term cash position through the utilization of overnight loans to and borrowings from correspondent banks, including the Federal Reserve Bank and the Federal Home Loan Bank (“FHLB”). Should a large “short” overnight position persist for any length of time, the Company typically raises money through focused retail deposit gathering efforts or by adding brokered time deposits. If a “long” position is prevalent, the Company will let brokered deposits or other wholesale borrowings roll off as they mature, or might invest excess liquidity in higher-yielding, longer-term bonds.

Total other securities increased $479 thousand to $34.4 million at March 31, 2023 compared to $33.9 million at December 31, 2022. A majority of the increase in other securities is related to an increase in stock held at the Federal Reserve Bank. The Company’s net premises and equipment at March 31, 2023 was $178.4 million and $143.5 million at December 31, 2022; an increase of $34.9 million, or 24.3% for the first three months of 2023. The increase is attributed to the HSBI acquisition. Operating right-of-use assets at March 31, 2023 totaled $6.5 million compared to $7.6 million at December 31, 2022, a decrease of $1.2 million. The decrease in operating right-of-use assets is attributed to several lease cancellations in the first quarter of 2023. Financing right-of-use assets at March 31, 2023 totaled $1.8 million compared to $1.9 million at December 31, 2022, a decrease of $116 thousand. Bank-owned life insurance at March 31, 2023 totaled $131.9 million compared to $95.6 million at December 31, 2022, an increase of $36.4 million. A majority of the increase in bank-owned life insurance is attributed to $35.6 million of insurance included in the acquisition of HSBI. Goodwill at March 31, 2023 increased $91.6 million to $271.8 million compared to $180.3 million at December 31, 2022 as a result of the HSBI acquisition. Other intangible assets, consisting primarily of the Company’s core deposit intangible (“CDI”), increased by $41.3 million to $76.0 million as of March 31, 2023, compared to $34.6 million at December 31, 2022, due to the HSBI acquisition.

Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. At March 31, 2023, management has determined that no impairment exists.

Other real estate owned increased by $234 thousand, or 4.8%, to $5.1 million at March 31, 2023 as compared to December 31, 2022. The acquisition of HSBI accounted for approximately $857 thousand of the increase and was offset by $623 thousand in sales and write-downs during the first quarter of 2023.

OFF-BALANCE SHEET ARRANGEMENTS

The Company maintains commitments to extend credit in the normal course of business, as long as there are no violations of conditions established in the outstanding contractual arrangements. Unused commitments to extend credit totaled $676.6 million at March 31, 2023 and $706.1 million at December 31, 2022, although it is not likely that all of those commitments will ultimately be drawn down. Unused commitments represented approximately 13.6% of gross loans at March 31, 2023 and 18.7% at December 31, 2022. The Company also had undrawn similar standby letters of credit to customers totaling $18.2 million at March 31, 2023 and $14.2 million at December 31, 2022. The effect on the Company’s revenues, expenses, cash flows and liquidity from the unused portion of the commitments to provide credit cannot be reasonably predicted because there is no guarantee that the lines of credit will ever be used. However, the “Liquidity” section in this Form 10-Q outlines resources available to draw upon should we be required to fund a significant portion of

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unused commitments. For more information regarding the Company’s off-balance sheet arrangements, see Note 7 "Financial Instruments with Off-Balance Risk" to the Consolidated Financial Statements.

In addition to unused commitments to provide credit, the Company is utilizing a $255.0 million letter of credit issued by the FHLB on the Company’s behalf as of March 31, 2023. That letter of credit is backed by loans which are pledged to the FHLB by the Company.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

Liquidity management refers to the Company’s ability to maintain cash flows that are adequate to fund operations and meet other obligations and commitments in a timely and cost-effective manner. Detailed cash flow projections are reviewed by management on a monthly basis, with various scenarios applied to assess its ability to meet liquidity needs under adverse conditions. Liquidity ratios are also calculated and reviewed on a regular basis. While those ratios are merely indicators and are not measures of actual liquidity, they are closely monitored, and we are focused on maintaining adequate liquidity resources to draw upon should unexpected needs arise.

The Company, on occasion, experiences cash needs as the result of loan growth, deposit outflows, asset purchases or liability repayments. To meet short-term needs, the Company can borrow overnight funds from other financial institutions, draw advances through FHLB lines of credit, or solicit brokered deposits if deposits are not immediately obtainable from local sources. The net availability on lines of credit from the FHLB totaled $1.635 billion at March 31, 2023. Furthermore, funds can be obtained by drawing down the Company’s correspondent bank deposit accounts, or by liquidating unpledged investments or other readily saleable assets. In addition, the Company can raise immediate cash for temporary needs by selling under agreement to repurchase those investments in its portfolio which are not pledged as collateral. As of March 31, 2023, the market value of unpledged debt securities plus pledged securities in excess of current pledging requirements comprised $903.6 million of the Company’s investment balances, compared to $1.066 billion at December 31, 2022. Other forms of balance sheet liquidity include but are not necessarily limited to any outstanding federal funds sold and vault cash. The Company has a higher level of actual balance sheet liquidity than might otherwise be the case, since it utilizes a letter of credit from the FHLB rather than investment securities for certain pledging requirements.

The Company’s liquidity ratio as of March 31, 2023 was 19.5%, as compared to internal liquidity policy guidelines of 10% minimum. Other liquidity ratios reviewed include the following along with policy guidelines:


	March 31, 2023		Policy Maximum		Policy Compliance
Loans to Deposits (including FHLB advances)	74.2	%	90.0	%	In Policy
Net Non-core Funding Dependency Ratio	2.3	%	20.0	%	In Policy
Fed Funds Purchased / Total Assets	0.0	%	10.0	%	In Policy
FHLB Advances / Total Assets	0.0	%	20.0	%	In Policy
FRB Advances / Total Assets	3.1	%	10.0	%	In Policy
Pledged Securities to Total Securities	57.4	%	90.0	%	In Policy

Continued growth in core deposits and relatively high levels of potentially liquid investments have had a positive impact on our liquidity position in recent periods, but no assurance can be provided that our liquidity will continue at current robust levels.

As of March 31, 2023, cash and cash equivalents were $333.5 million. In addition, loans and investment securities repricing or maturing within one year or less were approximately $1.140 billion at March 31, 2023. Approximately $676.6 million in loan commitments could fund within the next three months and includes other commitments, primarily commercial and $18.2 million similar letters of credit, at March 31, 2023.

Management continually evaluates our liquidity position and currently believes the Company has adequate funding to meet our financial needs.

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The Company’s primary uses of funds are ordinary operating expenses and shareholder dividends, and its primary source of funds is dividends from the Bank since the Company does not conduct regular banking operations. Both the Company and the Bank are subject to legal and regulatory limitations on dividend payments, as outlined in Item 1. Business "Supervision and Regulation" in the Company’s 2022 Form 10-K.

DEPOSITS

Deposits are another key balance sheet component impacting the Company’s net interest margin and other profitability metrics. Deposits provide liquidity to fund growth in earning assets, and the Company’s net interest margin is improved to the extent that growth in deposits is concentrated in less volatile and typically less costly non-maturity deposits such as demand deposit accounts, NOW accounts, savings accounts, and money market demand accounts. Information concerning average balances and rates for the three-month periods ended March 31, 2023 and 2022 is included in the Average Balances, Tax Equivalent Interest and Yield/Rates tables appearing above, under the heading “Net Interest Income and Net Interest Margin.”


Deposit Distribution	March 31, 2023				December 31, 2022
($ in thousands)	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid
Non-interest-bearing demand deposits	$	2,104,945	—		$	1,660,301	—
Interest bearing deposits:
NOW accounts and other	2,130,459		1.05	%	1,810,575		0.44	%
Money market accounts	1,077,478		1.06	%	831,463		0.29	%
Savings accounts	658,750		0.13	%	535,449		0.04	%
Time deposits	844,736		1.71	%	590,385		0.58	%
Total interest-bearing deposits	4,711,423		1.04	%	3,767,872		0.37	%
Total deposits	$	6,816,368	0.72	%	$	5,428,173	0.26	%

As of March 31, 2023, average deposits increased by $1.388 billion, or 25.6% to $6.816 billion from $5.428 billion at December 31, 2022. During January 2023, deposits totaling $1.392 billion, net of purchase accounting adjustments were acquired in the HSBI merger. The average cost of interest-bearing deposits and total deposits was 1.04% and 0.72% during at March 31, 2023 compared to 0.37% and 0.26% at December 31, 2022. The increase in the average cost of interest-bearing deposit during the first three months of 2022 compared to December 31, 2022 is attributed to the increase in volume due to the HSBI acquisition coupled with an increase in rates attributable to the higher rate environment.

OTHER INTEREST-BEARING LIABILITIES

The Company’s non-deposit borrowings may, at any given time, include federal funds purchased from correspondent banks, borrowings from the FHLB, advances from the Federal Reserve Bank, securities sold under agreements to repurchase, and/or junior subordinated debentures. The Company uses short-term FHLB advances, and federal funds purchased on uncommitted lines to support liquidity needs created by seasonal deposit flows, to temporarily satisfy funding needs from increased loan demand, and for other short-term purposes. The FHLB line is committed, but the amount of available credit depends on the level of pledged collateral.

Total noninterest-bearing deposit liabilities increased by $452.2 million, or 27.7%, in the first three months of 2023. The increase in noninterest-bearing deposits is attributed to the HSBI acquisition. As of March 31, 2023, junior subordinated debentures increased $9.1 million, net of issuance costs, to $154.1 million. As part of the HSBI acquisition, the Company acquired $9.0 million, net of purchase accounting adjustments, in subordinated debt. Subordinated debt is discussed more fully in the below Capital section of this report.

LEASE LIABILITIES

As of March 31, 2023, operating lease liabilities decreased $1.2 million, or 15.2% to $6.6 million from $7.8 million at December 31, 2022. The decrease in operating lease liabilities is attributed to several leases that were

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cancelled in the first quarter of 2023. Finance lease liabilities decreased $44 thousand, or 2.3% to $1.9 million from $1.9 million at December 31, 2022.

OTHER LIABILITIES

Other liabilities are principally comprised of accrued interest payable and other accrued but unpaid expenses. Other liabilities increased by $4.5 million, or 12.6%, during the first three months of 2023. The increase is primarily related to the acquisition of HSBI. As of March 31, 2023, accrued interest payable increased $763 thousand, or 23.0% to $4.1 million from $3.3 million at December 31, 2022. The ACL on OBSC exposures increased $500 thousand to $1.8 million at March 31, 2023 when compared to December 31, 2022. The increase in the ACL on OBSC exposures for the three months ended March 31, 2023 was due to the day one provision for unfunded commitments related to the HSBI acquisition.

CAPITAL

At March 31, 2023, the Company had total shareholders’ equity of $896.4 million, comprised of $32.3 million in common stock, $41.1 million in treasury stock, $773.6 million in surplus, $262.4 million in undivided profits, and $130.8 million in accumulated comprehensive loss on available-for-sale securities. Total shareholders’ equity at the end of 2022 was $646.7 million. The increase of $249.8 million, or 38.6%, in shareholders’ equity during the first three months of 2023 is primarily attributable to $18.2 million decrease in accumulated comprehensive loss related to the effect of rising interest rates on the market value of our available-for-sale securities and $6.5 million in cash dividends paid these decreases in total shareholders’ equity were offset by capital added through net earnings of $16.3 million, and $221.5 million added through the HSBI acquisition.

On February 8, 2022, the Company announced the renewal of the 2021 Repurchase Program that previously expired on December 31, 2021. Under the renewed 2021 Repurchase Program, the Company could from time to time repurchase up to an aggregate of $30 million of the Company’s issued and outstanding common stock in any manner determined appropriate by the Company’s management, less the amount of prior purchases under the program during the 2021 calendar year. The renewed 2021 Repurchase Program was completed in February 2022 when the Company’s repurchases under the program approached the maximum authorized amount. The Company repurchased 600,000 shares for $22.2 million under the 2021 Repurchase Program in the first quarter of 2022.

On March 9, 2022, the Company announced that its Board of Directors has authorized a new share repurchase program (the “2022 Repurchase Program”), pursuant to which the Company may purchase up to an aggregate of $30 million in shares of the Company’s issued and outstanding common stock during the 2022 calendar year. Under the program, the Company may, but is not required to, from time to time repurchase up to $30 million of shares of its own common stock in any manner determined appropriate by the Company’s management. The actual timing and method of any purchases, the target number of shares and the maximum price (or range of prices) under the program, will be determined by management at is discretion and will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal and regulatory requirements. The 2022 Repurchase Program will have an expiration date of December 31, 2022.

The Inflation Reduction Act of 2022 signed into law in August 2022 includes a provision for an excise tax equal to 1% of the fair market value of any stock repurchased by covered corporations during a taxable year, subject to certain limits and provisions. The excise tax is effective beginning in fiscal year 2023. While we may complete transactions subject to the new excise tax, we do not expect a material impact to our statement of condition or result of operations.

On February 28, 2023, the Company announced that its Board of Directors has authorized a new share repurchase program (the "2023 Repurchase Program"), pursuant to which the Company may purchase up to an aggregate of $50 million in shares of the Company's issued and outstanding common stock during the 2023 calendar year. Under the program, the Company may, but is not required to, from time to time repurchase up $50 million of shares of its own common stock in any manner determined appropriate by the Company’s management. The actual timing and method of any purchases, the target number of shares and the maximum price (or range of prices) under the program, will be determined by management at is discretion and will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal and regulatory requirements. The 2023 Repurchase Program will have an expiration date of December 31, 2023.

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The Company uses a variety of measures to evaluate its capital adequacy, including risk-based capital and leverage ratios that are calculated separately for the Company and the Bank. Management reviews these capital measurements on a quarterly basis and takes appropriate action to ensure that they meet or surpass established internal and external guidelines. As permitted by the regulators for financial institutions that are not deemed to be “advanced approaches” institutions, the Company has elected to opt out of the requirement of the standards initially adopted by the Basal Committee on Banking Supervision in December 2010 (which standards are commonly referred to as “Basel III”) to include accumulated other comprehensive income in risk-based capital. The following table sets forth the Company’s and the Bank’s regulatory capital ratios as of the dates indicated.


Regulatory Capital Ratios The First Bank	March 31, 2023		December 31, 2022		Minimum Required to be Well Capitalized		Minimum Capital Required Basel III Fully Phased In
Common Equity Tier 1 Capital Ratio	13.6	%	15.6	%	6.5	%	7.0	%
Tier 1 Capital Ratio	13.6	%	15.6	%	8.0	%	8.5	%
Total Capital Ratio	14.5	%	16.4	%	10.0	%	10.5	%
Tier 1 Leverage Ratio	10.3	%	11.1	%	5.0	%	7.0	%


Regulatory Capital Ratios The First Bancshares, Inc.	March 31, 2023		December 31, 2022		Minimum Required to be Well Capitalized	Minimum Capital Required Basel III Fully Phased In
Common Equity Tier 1 Capital Ratio*	11.2	%	12.7	%	N/A	N/A
Tier 1 Capital Ratio**	11.6	%	13.0	%	N/A	N/A
Total Capital Ratio	14.7	%	16.7	%	N/A	N/A
Tier 1 Leverage Ratio	8.8	%	9.3	%	N/A	N/A

______________________________________

*The numerator does not include Preferred Stock and Trust Preferred.

**The numerator includes Trust Preferred.

Our capital ratios remain very strong relative to the median for peer financial institutions, and at March 31, 2023 were well above the threshold for the Company and the Bank to be classified as “well capitalized,” the highest rating of the categories defined under the Bank Holding Company Act and the Federal Deposit Insurance Corporation Improvement Act of 1991. Basel III rules require a “capital conservation buffer” for both the Company and the Bank. The capital conservation buffer is subject to a three-year phase-in period that began January 1, 2016 and was fully phased-in on January 1, 2019 at 2.5%. Under this guidance banking institutions with a CETI, Tier 1 Capital Ratio and Total Risk Based Capital above the minimum regulatory adequate capital ratios but below the capital conservation buffer will face constraints on their ability to pay dividends, repurchase equity and pay discretionary bonuses to executive officers, based on the amount of the shortfall.

As of March 31, 2023, management believes that each of the Bank and the Company met all capital adequacy requirements to which they are subject. We do not foresee any circumstances that would cause the Company or the Bank to be less than well capitalized, although no assurance can be given that this will not occur.

Total consolidated equity capital at March 31, 2023 was $896.4 million, or approximately 11.2% of total assets. The Company currently has adequate capital to meet the minimum capital requirements for all regulatory agencies.

On June 30, 2006, The Company issued $4.1 million of floating rate junior subordinated deferrable interest debentures to The First Bancshares Statutory Trust 2 (“Trust 2”) in which the Company owns all of the common equity. The debentures are the sole asset of the Trust. Trust 2 issued $4.0 million of Trust Preferred Securities (“TPSs”) to investors. The Company’s obligations under the debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of Trust 2’s obligations under the preferred securities. The preferred securities are redeemable by the Company at its option. The preferred securities must be redeemed upon maturity of the debentures in 2036. Interest on the preferred securities is the three-month LIBOR plus 1.65% and is payable quarterly. The terms of the subordinated debentures are identical to those of the preferred securities.

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On July 27, 2007, The Company issued $6.2 million of floating rate junior subordinated deferrable interest debentures to The First Bancshares Statutory Trust 3 (“Trust 3”) in which the Company owns all of the common equity. The debentures are the sole asset of Trust 3. The Trust issued $6.0 million of TPSs to investors. The Company’s obligations under the debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the Trust 3’s obligations under the preferred securities. The preferred securities are redeemable by the Company at its option. The preferred securities must be redeemed upon maturity of the debentures in 2037. Interest on the preferred securities is the three-month LIBOR plus 1.40% and is payable quarterly. The terms of the subordinated debentures are identical to those of the preferred securities.

In 2018, the Company acquired FMB’s Capital Trust 1 (“Trust 1”), which consisted of $6.1 million of floating rate junior subordinated deferrable interest debentures in which the Company owns all of the common equity. The debentures are the sole asset of Trust 1. Trust 1 issued $6.0 million of TPSs to investors. The Company’s obligations under the debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the Trust 1’s obligations under the preferred securities. The preferred securities are redeemable by the Company at its option. The preferred securities must be redeemed upon maturity of the debentures in 2033. Interest on the preferred securities is the three-month LIBOR plus 2.85% and is payable quarterly. The terms of the subordinated debentures are identical to those of the preferred securities.

In 2023, The Company acquired HSBI's debentures issued to Liberty Shares Statutory Trust II ("Trust"), which consisted of $10.3 million in Debt Securities. The Debt Securities represent the sole assets of the Trust. The debentures mature on March 15, 2036. The interest rate reprices quarterly equal to the three-month LIBOR plus 148 basis points with interest payable quarterly.

In accordance with the provisions of ASC 810, Consolidation, the trusts are not included in the consolidated financial statements.

Subordinated Notes

On April 30, 2018, the Company entered into two Subordinated Note Purchase Agreements pursuant to which the Company sold and issued $24 million in aggregate principal amount of 5.875% fixed-to-floating rate subordinated notes due 2028 and $42 million in aggregate principal amount of 6.40% fixed-to-floating rate subordinated notes due 2033 (collectively, the “Notes”).

The Notes are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. Principal and interest on the Notes are subject to acceleration only in limited circumstances. The Notes are unsecured, subordinated obligations of the Company and rank junior in right to payment to the Company’s current and future senior indebtedness, and each Note is pari passu in right to payment with respect to the other Notes.

On September 25, 2020, The Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers pursuant to which the Company sold and issued $65.0 million in aggregate principal amount of its 4.25% Fixed to Floating Rate Subordinated Notes due 2030. The Notes are unsecured and have a ten-year term, maturing October 1, 2030, and will bear interest at a fixed annual rate of 4.25%, payable semi-annually in arrears, for the first five years of the term. Thereafter, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate (which is expected to be the Three-Month Term Secured Overnight Financing Rate (“SOFR”) plus 412.6 basis points), payable quarterly in arrears. As provided in the Notes, under specified conditions the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than Three-Month Term SOFR. The Company is entitled to redeem the Notes, in whole or in part, on any interest payment date on or after October 1, 2025, and to redeem the Notes at any time in whole upon certain other specified events.

The Company had $154.1 million of subordinated debt, net of deferred issuance costs $1.8 million and unamortized fair value mark $1.9 million, at March 31, 2023, compared to $145.0 million, net of deferred issuance costs $1.9 million and unamortized fair value mark $593 thousand, at December 31, 2022.

Reconciliation of Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP in the United States and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of our

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performance. This Quarterly Report on Form 10-Q includes operating net earnings; diluted operating earnings per share; net interest income, FTE; pre-tax, pre-provision operating earnings; total interest income, FTE; interest income investment securities, FTE and certain ratios derived from these non-GAAP financial measures. The Company believes that the non-GAAP financial measures included in this Quarterly Report on Form 10-Q allow management and investors to understand and compare results in a more consistent manner for the periods presented herein. The tax equivalent adjustment to net interest income, total interest income, and interest income investment securities recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 25.3% tax rate. Management believes that it is a standard practice in the banking industry to present net interest income and net interest margin on a fully tax equivalent basis, and believes it enhances the comparability of income and expenses arising from taxable and nontaxable sources. Operating net earnings and diluted operating earnings per share exclude acquisition and charter conversion charges, bargain purchase gain and loss on sale of fixed assets, Treasury awards, BOLI income from death proceeds, and contributions related to the Treasury awards. Pre-tax, pre-provision operating earnings excludes acquisition and charter conversion charges, provision for credit losses, bargain purchase gain and loss on sale of fixed assets, Treasury awards, BOLI income from death proceeds, and charitable contributions related to Treasury awards. Non-GAAP financial measures should be considered supplemental and not a substitute for the Company’s results reported in accordance with GAAP for the periods presented, and other bank holding companies may define or calculate these measures differently. The most comparable GAAP measures to these measures are earnings per share, net interest income, earnings, total interest income, and average yield on investment securities, respectively. These non-GAAP financial measures should not be considered in isolation and do not purport to be an alternative to the efficiency ratio, net income, earnings per share, net interest income, net interest margin, average yield on investment securities, average yield on all earning assets, common equity, book value per common share or other GAAP financial measures as a measure of operating performance. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is provided below.

Operating Net Earnings


($ in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Net income available to common shareholders	$	16,271	$	16,829
Acquisition and charter conversion charges	3,793		408
Tax on acquisition and charter conversion charges	(960)		(103)
Initial provision for acquired loans	10,727		—
Tax on initial provision for acquired loans	(2,714)		—
Treasury awards	—		(702)
Tax on Treasury awards	—		178
BOLI income from death proceeds	—		(1,630)
Net earnings available to common shareholders, operating	$	27,117	$	14,980

Diluted Operating Earnings per Share


($ in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Diluted earnings per share	$	0.52	$	0.81
Acquisition and charter conversion charges	0.11		0.02
Tax on acquisition and charter conversion charges	(0.02)		—
Initial provision for acquired loans	0.34		—
Tax on initial provision for acquired loans	(0.09)		—
Effect of Treasury awards	—		(0.03)
BOLI income from death proceeds	—		(0.08)
Diluted earnings per share, operating	$	0.86	$	0.72

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Net Interest Income, Fully Tax Equivalent


($ in thousands)	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022

Net interest income	$	64,926		$	38,639
Tax exempt investment income	(2,948)			(2,422)
Taxable investment income	3,946			3,242
Net interest income, FTE	$	65,924		$	39,459

Average earning assets	$	7,150,667		$	5,669,057
Net interest margin, FTE	3.69		%	2.78		%

Pre-Tax Pre-Provision Operating Earnings


($ in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Earnings before income taxes	$	20,868	$	21,206
Acquisition and charter conversion charges	3,793		408
Provision for credit loss	11,000		—
Treasury awards	—		(702)
BOLI income from death proceeds	—		(1,630)
Pre-Tax, Pre-Provision Operating Earnings	$	35,661	$	19,282

Total Interest Income, Fully Tax Equivalent


($ in thousands)	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022

Total interest income	$	80,338		$	42,741
Tax-exempt investment income	(2,948)			(2,422)
Taxable investment income	3,946			3,242
Total interest income, FTE	$	81,336		$	43,561

Yield on average earning assets, FTE	4.55		%	3.07		%

Interest Income Investment Securities, Fully Tax Equivalent


($ in thousands)	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022

Interest income investment securities	$	11,706		$	8,574
Tax-exempt investment income	(2,948)			(2,422)
Taxable investment income	3,946			3,242
Interest income investment securities, FTE	$	12,704		$	9,394

Average investment securities	$	2,028,341		$	1,897,303

Yield on investment securities, FTE	2.51		%	1.98		%

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ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk arises from changes in interest rates, exchange rates, commodity prices and equity prices. The Company does not engage in the trading of financial instruments, nor does it have exposure to currency exchange rates. Our market risk exposure is primarily that of interest rate risk, and we have established policies and procedures to monitor and limit our earnings and balance sheet exposure to changes in interest rates. The principal objective of interest rate risk management is to manage the financial components of the Company’s balance sheet in a manner that will optimize the risk/reward equation for earnings and capital under a variety of interest rate scenarios.

To identify areas of potential exposure to interest rate changes, we utilize commercially available modeling software to perform earnings simulations and calculate the Company’s market value of portfolio equity under varying interest rate scenarios every month. The model imports relevant information for the Company’s financial instruments and incorporates management’s assumptions on pricing, duration, and optionality for anticipated new volumes. Various rate scenarios consisting of key rate and yield curve projections are then applied in order to calculate the expected effect of a given interest rate change on interest income, interest expense, and the value of the Company’s financial instruments. The rate projections can be shocked (an immediate and parallel change in all base rates, up or down), ramped (an incremental increase or decrease in rates over a specified time period), economic (based on current trends and econometric models) or stable (unchanged from current actual levels).

The following table shows the estimated changes in net interest income at risk and market value of equity along with policy limits:


March 31, 2023	Net Interest Income at Risk				Market Value of Equity
Change in Interest Rates	% Change from Base		Policy Limit		% Change from Base		Policy Limit
Up 400 bps	(0.4)	%	(20.0)	%	(7.4)	%	(40.0)	%
Up 300 bps	1.6	%	(15.0)	%	(2.8)	%	(30.0)	%
Up 200 bps	2.3	%	(10.0)	%	0.5	%	(20.0)	%
Up 100 bps	1.6	%	(5.0)	%	2.3	%	(10.0)	%
Down 100 bps	(1.2)	%	(5.0)	%	(1.3)	%	(10.0)	%
Down 200 bps	(5.7)	%	(10.0)	%	(8.3)	%	(20.0)	%

We use seven standard interest rate scenarios in conducting our 12-month net interest income simulations: “static,” upward shocks of 100, 200, 300 and 400 basis points, and downward shocks of 100, and 200 basis points. Pursuant to policy guidelines, we typically attempt to limit the projected decline in net interest income relative to the stable rate scenario to no more than 5% for a 100 basis point (bp) interest rate shock, 10% for a 200 bp shock, 15% for a 300 bp shock, and 20% for a 400 bp shock. As of March 31, 2023, the Company had the following estimated net interest income sensitivity profile, without factoring in any potential negative impact on spreads resulting from competitive pressures or credit quality deterioration:


March 31, 2023	Net Interest Income at Risk – Sensitivity Year 1
($ in thousands)	-200 bp		-100 bp		STATIC	+100 bp		+200 bp		+300 bp		+400 bp
Net Interest Income	245,776		257,584		260,693	264,878		266,642		264,873		259,744
Dollar Change	(14,917)		(3,109)			4,185		5,949		4,180		(949)
NII @ Risk - Sensitivity Y1	(5.7)	%	(1.2)	%		1.6	%	2.3	%	1.6	%	(0.4)	%
Policy Limits	(10.0)	%	(5.0)	%		(5.0)	%	(10.0)	%	(15.0)	%	(20.0)	%

If there were an immediate and sustained downward adjustment of 200 basis points in interest rates, all else being equal, net interest income over the next twelve months would likely be approximately $14.9 million lower than in a stable interest rate scenario, for an negative variance of 5.7%. The unfavorable variance increases if rates were to drop below 200 basis points, due to the fact that certain deposit rates are already relatively low (on NOW accounts and savings accounts, for example), and will hit a natural floor of close to zero while non-floored variable-rate loan yields continue to drop. This effect would be exacerbated by accelerated prepayments on fixed-rate loans and mortgage-backed securities when rates decline, although rate floors on some of our variable-rate loans partially offset other negative pressures.

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Net interest income would likely improve by $5.9 million, or 2.3%, if interest rates were to increase by 200 basis points relative to a stable interest rate scenario, with the favorable variance expanding the higher interest rates rise. The initial increase in rising rate scenarios will be limited to some extent by the fact that some of our variable-rate loans are currently at rate floors, resulting in a re-pricing lag while base rates are increasing to floored levels, but the Company would expect to benefit from a material upward shift in the yield curve.

The Company’s one-year cumulative GAP ratio is approximately 221.0%, which means that there are more assets repricing than liabilities within the first year. The Company is “asset-sensitive.” These results are based on cash flows from assumptions of assets and liabilities that reprice (maturities, likely calls, prepayments, etc.). Typically, the net interest income of asset-sensitive financial institutions should improve with rising rates and decrease with declining rates.

If interest rates change in the modeled amounts, our assets and liabilities may not perform as anticipated. Measuring interest rate risk has inherent limitations including model assumptions. For example, changes in market indices as modeled in conjunction with changes in the shapes of the yield curves could result in different net interest income. We consider many factors in monitoring our interest rate risk, and management adjusts strategies for the balance sheet and earnings as needed.

In addition to the net interest income simulations shown above, we run stress scenarios modeling the possibility of no balance sheet growth, the potential runoff of “surge” core deposits, which flowed into the Company in the most recent economic cycle, and potential unfavorable movement in deposit rates relative to yields on earning assets. Even though net interest income will naturally be lower with no balance sheet growth, the rate-driven variances projected for net interest income in a static growth environment are similar to the changes noted above for our standard projections. When a greater level of non-maturity deposit runoff is assumed or unfavorable deposit rate changes are factored into the model, projected net interest income in declining rate and flat rate scenarios does not change materially relative to standard growth projections. However, the benefit we would otherwise experience in rising rate scenarios is minimized and net interest income remains relatively flat.

The economic value (or “fair value”) of financial instruments on the Company’s balance sheet will also vary under the interest rate scenarios previously discussed. The difference between the projected fair value of the Company’s financial assets and the fair value of its financial liabilities is referred to as the economic value of equity (“EVE”), and changes in EVE under different interest rate scenarios are effectively a gauge of the Company’s longer-term exposure to interest rate risk. Fair values for financial instruments are estimated by discounting projected cash flows (principal and interest) at projected replacement interest rates for each account type, while the fair value of non-financial accounts is assumed to equal their book value for all rate scenarios. An economic value simulation is a static measure utilizing balance sheet accounts at a given point in time, and the measurement can change substantially over time as the characteristics of the Company’s balance sheet evolve and interest rate and yield curve assumptions are updated.

The change in economic value under different interest rate scenarios depends on the characteristics of each class of financial instrument, including stated interest rates or spreads relative to current or projected market-level interest rates or spreads, the likelihood of principal prepayments, whether contractual interest rates are fixed or floating, and the average remaining time to maturity. As a general rule, fixed-rate financial assets become more valuable in declining rate scenarios and less valuable in rising rate scenarios, while fixed-rate financial liabilities gain in value as interest rates rise and lose value as interest rates decline. The longer the duration of the financial instrument, the greater the impact a rate change will have on its value. In our economic value simulations, estimated prepayments are factored in for financial instruments with stated maturity dates, and decay rates for non-maturity deposits are projected based on historical patterns and management’s best estimates. The table below shows estimated changes in the Company’s EVE as of March 31, 2023, under different interest rate scenarios relative to a base case of current interest rates:


March 31, 2023	Balance Sheet Shock
($ in thousands)	-200 bp		-100 bp		STATIC (Base)	+100 bp		+200 bp		+300 bp		+400 bp
Market Value of Equity	1,493,461		1,606,781		1,628,282	1,665,061		1,635,686		1,582,494		1,507,466
Change in EVE from base	(134,821)		(21,501)			36,779		7,404		(45,788)		(120,816)
% Change	(8.3)	%	(1.3)	%		2.3	%	0.5	%	(2.8)	%	(7.4)	%
Policy Limits	(20.0)	%	(10.0)	%		(10.0)	%	(20.0)	%	(30.0)	%	(40.0)	%

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The table shows that our EVE will generally deteriorate in declining rate scenarios but should benefit from a parallel shift upward in the yield curve. We also run stress scenarios for EVE to simulate the possibility of higher loan prepayment rates, unfavorable changes in deposit rates, and higher deposit decay rates. Model results are highly sensitive to changes in assumed decay rates for non-maturity deposits, in particular.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of March 31, 2023, (the “Evaluation Date”), we carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended March 31, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings in the normal course of business. Management does not believe, based on currently available information, that the outcome of any such proceedings will have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in "Part I - Item 1A - Risk Factors" of the Company's 2022 Form 10-K, which could materially affect its business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition, or results of operations, or the trading price of our securities.

Other than the risk factors set forth below, there are no material changes during the period covered by this Report to the risk factors previously disclosed in the Company's 2022 Form 10-K.

Recent negative developments in the banking industry could adversely affect our current and projected business operations and our financial condition and results of operations.

The recent bank failures and related negative media attention have generated significant market trading volatility among publicly traded bank holding companies, and in particular, regional banks like the Company. These developments have negatively impacted client confidence in regional banks, which could prompt clients to maintain their deposits with larger financial institutions. Further, competition for deposits has increased in recent periods, and the cost of funding has similarly increased, putting pressure on our net interest margin. If we were required to sell a portion of our securities portfolio to address liquidity needs, we may incur losses, including as a result of the negative impact of rising interest rates on the value of our securities portfolio, which could negatively affect our earnings and our capital. If we were required to raise additional capital in the current environment, any such capital raise may be on unfavorable terms, thereby negatively impacting book value and profitability. While we have taken actions to improve our funding, there is no guarantee that such actions will be successful or sufficient in the event of sudden liquidity needs.

We also anticipate increased regulatory scrutiny - in the course of routine examinations and otherwise - and new regulations directed towards banks of similar size to the Bank, designed to address the recent negative developments in the banking industry, all of which may increase our costs of doing business and reduce our profitability. Among other things, there may be an increased focus by both regulators and investors on deposit composition, the level of uninsured deposits, the level of unrealized losses in either available-for-sale or held-to-maturity securities portfolios, contingent liquidity, CRE loan composition and concentration, capital position and general oversight and internal control structures regarding the foregoing. This could impact our ability to achieve our strategic objectives and may result in changes to our balance sheet position which could, in turn, negatively impact our profitability.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Period	Current Program
	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (b)
January 1 - January 31	—		$	—	—	$	50,000
February 1 - February 28	—		—		—	50,000
March 1 - March 31	9,827		31.31		—	50,000
Total	9,827	(a)	$	31.31	—

______________________________________

(a)The 9,827 shares purchased in the 1st quarter were withheld by the Company in order to satisfy employee tax obligations for vesting of restricted stock awards.

(b)On February 28, 2023, the Company announced that its Board of Directors has authorized a new share repurchase program (the "2023 Repurchase Program"), pursuant to which the Company may purchase up to an aggregate of $50 million in shares of the Company's issued and outstanding common stock. The 2023 Repurchase Program expires on December 31, 2023.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable

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ITEM 6. EXHIBITS

(a)Exhibits


Exhibit No.						Description
2.1						Agreement and Plan of Merger, dated as of April 26, 2022, by and between The Fist Bancshares, Inc. and Beach Bancorp, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on May 2, 2022).
2.2						Agreement and Plan of Merger, dated as of July 27, 2022, by and between The First Bancshares, Inc. and Heritage Southeast Bancorporation, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on August 1, 2022).
3.1						Amended and Restated Articles of Incorporation of The First Bancshares, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on July 28, 2016).
3.2						Amendment to the Amended and Restated Articles of Incorporation of The First Bancshares, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on August 9, 2018).
3.3						Amended and Restated Bylaws of The First Bancshares, Inc. effective as of March 17, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 18, 2016).
3.4						Amendment No. 1 to the Amended and Restated Bylaws of The First Bancshares, Inc. effective as of May 7, 2020 (incorporated by reference to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2020).
4.1						Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement No. 333-220491 on Form S-3 filed on September 15, 2017).
4.2						Form of Global Subordinated Note for The First Bancshares, Inc. 5.875% Fixed-to-Floating Rate Subordinated Notes Due 2028 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 1, 2018).
4.3						Form of Global Subordinated Note for The First Bancshares, Inc. 6.4% Fixed-to-Floating Rate Subordinated Notes Due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 1, 2018).
4.4						Indenture by and between The First Bancshares, Inc. and U.S. Bank National Association, dated September 25, 2020 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 25, 2020).
4.5						Form of Global Subordinated Note for The First Bancshares, Inc. 4.25% Fixed-to-Floating Rate Subordinated Notes Due 2030 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on September 25, 2020).
31.1						Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification of principal executive officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2						Certification of principal financial officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
						101.INS XBRL Instance Document
						101.SCH XBRL Taxonomy Extension Schema
						101.CAL XBRL Taxonomy Extension Calculation Linkbase
						101.DEF XBRL Taxonomy Extension Definition Linkbase
						101.LAB XBRL Taxonomy Extension Label Linkbase
						101.PRE XBRL Taxonomy Extension Presentation Linkbase

________________________________________________

* Filed herewith.

** Furnished herewith.

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SIGNATURES

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


						THE FIRST BANCSHARES, INC.
						(Registrant)

May 10, 2023						/s/ M. RAY (HOPPY) COLE, JR. M. Ray (Hoppy) Cole, Jr. Chief Executive Officer and President (Principal Executive Officer), Chairman of the Board
(Date)


May 10, 2023						/s/ DONNA T. (DEE DEE) LOWERY Donna T. (Dee Dee) Lowery, Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)
(Date)

The First Bancshares - 10-Q quarterly report FY2023 Q1

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