First Bancorp - 10-Q quarterly report FY2023 Q1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

Commission File Number 0-15572

FIRST BANCORP

(Exact Name of Registrant as Specified in its Charter)

North Carolina

56-1421916

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

300 SW Broad St.,

Southern Pines

North Carolina

28387

(Address of Principal Executive Offices)

(Zip Code)

(Registrant's telephone number, including area code)

(910)

246-2500

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


Title of each class	Trading Symbol	Name of each exchange on which registered:
Common Stock, No Par Value	FBNC	The Nasdaq Global Select 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 twelve 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 ☐ No

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 ☐ No

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. (Check one)

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of the registrant's Common Stock outstanding on April 28, 2023 was 40,991,540.

INDEX

FIRST BANCORP AND SUBSIDIARIES


			Page

Part I. Financial Information

Item 1 - Financial Statements (unaudited)
Consolidated Balance Sheets - March 31 , 202 3 and December 31, 20 2 2			4
Consolidated Statements of Income - For the Three Months Ended March 31 , 202 3 and 20 2 2			5
Consolidated Statements of Comprehensive Income - For the Three Months Ended March 31 , 202 3 and 202 2			6
Consolidated Statements of Shareholders’ Equity - For the Three Months Ended March 31 , 202 3 and 20 2 2			7
Consolidated Statements of Cash Flows - For the Three Months Ended March 31 , 202 3 and 20 2 2			8
Notes to Consolidated Financial Statements			10
Item 2 – Management’s Discussion and Analysis of Consolidated Results of Operations and Financial Condition			39
Item 3 – Quantitative and Qualitative Disclosures About Market Risk			53
Item 4 – Controls and Procedures			54

Part II. Other Information

Item 1 – Legal Proceedings			55
Item 1A – Risk Factors			55
Item 6 – Exhibits			56
Signatures			57

Page 2

Index

FORWARD-LOOKING STATEMENTS

Part I of this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Further, forward-looking statements are intended to speak only as of the date made. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning our opinions or judgment about future events. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, our level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, geopolitical influences and general economic conditions. For additional information about factors that could affect the matters discussed in this paragraph, see the “Risk Factors” section of our 2022 Annual Report on Form 10-K and Item 1A of Part II of this report.

Page 3

Index

Part I. Financial Information

Item 1 - Financial Statements

First Bancorp and Subsidiaries

Consolidated Balance Sheets


($ in thousands)	March 31, 2023 (unaudited)		December 31, 2022
ASSETS
Cash and due from banks, noninterest-bearing	$	102,691	101,133
Due from banks, interest-bearing	610,691		169,185
Total cash and cash equivalents	713,382		270,318

Securities available for sale	2,290,265		2,314,493
Securities held to maturity (fair values of $448,904 and $432,528)	539,795		541,700

Presold mortgages in process of settlement at fair value	2,951		1,282
SBA loans held for sale	2,933		—

Loans	7,798,963		6,665,145
Allowance for credit losses on loans	(106,396)		(90,967)
Net loans	7,692,567		6,574,178

Premises and equipment	152,790		134,187
Operating right-of-use lease assets	18,898		18,733
Accrued interest receivable	31,740		29,710
Goodwill	478,750		364,263
Other intangible assets	39,262		12,675
Foreclosed properties	789		658
Bank-owned life insurance	180,730		164,592
Other assets	218,297		198,260
Total assets	$	12,363,149	10,625,049

LIABILITIES
Deposits: Noninterest-bearing deposits	$	3,763,637	3,566,003
Interest-bearing deposits	6,608,961		5,661,526
Total deposits	10,372,598		9,227,529
Borrowings	606,481		287,507
Accrued interest payable	6,992		2,738
Operating lease liabilities	19,638		19,391
Other liabilities	57,479		56,288
Total liabilities	11,063,188		9,593,453

Commitments and contingencies

SHAREHOLDERS’ EQUITY
Preferred stock, no par value per share. Authorized: 5,000,000 shares
Issued & outstanding: none as of March 31, 2023 and December 31, 2022	—		—
Common stock, no par value per share. Authorized: 60,000,000 shares
Issued & outstanding: 40,986,990 shares and 35,704,154 shares as of March 31, 2023 and December 31, 2022, respectively	959,422		725,153
Retained earnings	654,573		648,418
Stock in rabbi trust assumed in acquisition	(1,608)		(1,585)
Rabbi trust obligation	1,608		1,585
Accumulated other comprehensive loss	(314,034)		(341,975)
Total shareholders’ equity	1,299,961		1,031,596
Total liabilities and shareholders’ equity	$	12,363,149	10,625,049

See accompanying notes to unaudited consolidated financial statements.

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First Bancorp and Subsidiaries

Consolidated Statements of Income


	Three Months Ended March 31,
($ in thousands, except share data - unaudited)	2023		2022
INTEREST INCOME
Interest and fees on loans	$	99,380	64,202
Interest on investment securities:
Taxable interest income	13,416		13,210
Tax-exempt interest income	1,130		1,048
Other, principally overnight investments	3,248		649
Total interest income	117,174		79,109
INTEREST EXPENSE
Interest on deposits	18,918		1,771
Interest on borrowings	5,770		460
Total interest expense	24,688		2,231

Net interest income	92,486		76,878
Provision for credit losses	11,451		3,500
Provision for (reversal of) unfunded commitments	1,051		(1,500)
Total provision for credit losses	12,502		2,000
Net interest income after provision for credit losses	79,984		74,878
NONINTEREST INCOME
Service charges on deposit accounts	3,894		3,541
Other service charges and fees	5,920		7,005
Fees from presold mortgage loans	406		1,121
Commissions from sales of financial products	1,306		945
SBA consulting fees	521		780
SBA loan sale gains	255		3,261
Bank-owned life insurance income	1,046		976

Other gains, net	188		1,622
Total noninterest income	13,536		19,251
NONINTEREST EXPENSES
Salaries expense	29,321		23,454
Employee benefits expense	6,393		5,578
Total personnel expense	35,714		29,032
Occupancy expense	3,688		3,384
Equipment related expenses	1,379		1,304
Merger and acquisition expenses	12,182		3,484
Intangibles amortization expense	2,145		1,017
Foreclosed property net gains	(35)		(80)
Other operating expenses	19,102		13,324
Total noninterest expenses	74,175		51,465

Income before income taxes	19,345		42,664
Income tax expense	4,184		8,695

Net income	$	15,161	33,969

Earnings per common share:
Basic	$	0.37	0.95
Diluted	0.37		0.95

Dividends declared per common share	$	0.22	0.22

Weighted average common shares outstanding:
Basic	40,583,417		35,433,739
Diluted	41,112,692		35,640,978

See accompanying notes to unaudited consolidated financial statements.

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First Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income


	Three Months Ended March 31,
($ in thousands - unaudited)	2023		2022
Net income	$	15,161	33,969
Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale:
Unrealized gains (losses) arising during the period	35,333		(181,795)
Tax (expense) benefit	(7,425)		41,776


Postretirement Plans:
Amortization of unrecognized net actuarial loss	44		44
Tax benefit	(11)		(10)
Other comprehensive income (loss)	27,941		(139,985)
Comprehensive income (loss)	$	43,102	(106,016)

See accompanying notes to unaudited consolidated financial statements.

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First Bancorp and Subsidiaries

Consolidated Statements of Shareholders’ Equity


($ in thousands, except share data - unaudited)	Common Stock			Retained Earnings	Stock in Rabbi Trust Assumed in Acquisition	Rabbi Trust Obligation	Accumulated Other Comprehensive Income (Loss)	Total Shareholders’ Equity
	Shares	Amount
Three Months Ended March 31, 2022
Balances, January 1, 2022	35,629	$	722,671	532,874	(1,803)	1,803	(24,970)	1,230,575
Net income				33,969				33,969
Cash dividends declared ($0.22 per common share)				(7,839)				(7,839)
Change in Rabbi Trust Obligation					(11)	11		—
Stock withheld for payment of taxes	(3)	(117)						(117)
Stock-based compensation	14	887						887
Other comprehensive loss							(139,985)	(139,985)
Balances, March 31, 2022	35,640	$	723,441	559,004	(1,814)	1,814	(164,955)	1,117,490

Three Months Ended March 31, 2023
Balances, January 1, 2023	35,704	$	725,153	648,418	(1,585)	1,585	(341,975)	1,031,596
Net income				15,161				15,161
Cash dividends declared ($0.22 per common share)				(9,006)				(9,006)
Change in Rabbi Trust Obligation					(23)	23		—
Equity issued pursuant to acquisition	5,033	229,489						229,489
Stock options exercised	170	3,215						3,215


Stock-based compensation	80	1,565						1,565

Other comprehensive income							27,941	27,941
Balances, March 31, 2023	40,987	$	959,422	654,573	(1,608)	1,608	(314,034)	1,299,961

See accompanying notes to unaudited consolidated financial statements.

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First Bancorp and Subsidiaries

Consolidated Statements of Cash Flows


	Three Months Ended March 31,
($ in thousands-unaudited)	2023		2022
Cash Flows From Operating Activities
Net income	$	15,161	33,969
Reconciliation of net income to net cash provided by operating activities:
Provision for credit losses and unfunded commitments, net	12,502		2,000
Net security premium amortization	2,351		3,437
(Decrease) increase in net deferred tax asset	(1,713)		1,160
Loan discount accretion	(3,566)		(1,671)
Other purchase accounting amortization and accretion, net	1,227		(172)
Foreclosed property net gains	(35)		(80)
Other gains, net	(244)		(1,622)
Bank-owned life insurance income	(1,046)		(976)
Decrease in net deferred loan fees	(127)		(776)
Depreciation of premises and equipment	1,923		1,726
Amortization of operating lease right-of-use assets	567		339
Repayments of lease obligations	(485)		(289)
Stock-based compensation expense	1,118		547
Amortization of intangible assets	2,145		1,017
Amortization and impairment of SBA servicing assets	184		626
Fees/gains from sale of presold mortgages and SBA loans	(661)		(4,382)
Origination of presold mortgage loans in process of settlement	(12,528)		(46,488)
Proceeds from sales of presold mortgage loans in process of settlement	11,296		60,860
Origination of SBA loans for sale	(8,933)		(39,807)
Proceeds from sales of SBA and other loans	4,679		88,895
Decrease in accrued interest receivable	3,707		1,168
Decrease in other assets	8,719		3,509
Increase (decrease) in accrued interest payable	3,872		(31)
Decrease in other liabilities	(3,498)		(2,816)
Net cash provided by operating activities	36,615		100,143
Cash Flows From Investing Activities
Purchases of securities available for sale	—		(330,147)
Purchases of securities held to maturity	—		(36,089)
Proceeds from maturities/issuer calls of securities available for sale	58,856		91,421
Proceeds from maturities/issuer calls of securities held to maturity	759		2,684
Proceeds from sales of securities available for sale	111,863		—
Purchases of Federal Reserve and FHLB stock, net	(27,859)		(9,818)

Proceeds from bank owned life insurance death benefits	—		3,595

Net (increase) decrease in loans	(133,712)		29,927
Proceeds from sales of foreclosed properties	192		520
Purchases of premises and equipment	(346)		(1,217)
Proceeds from sales of premises and equipment	15		99
Net cash received in acquisition activities	22,610		—

Net cash provided (used) by investing activities	32,378		(249,025)
Cash Flows From Financing Activities
Net increase in deposits	98,742		260,752
Net increase in short-term borrowings	280,000		—
Payments on long-term borrowings	(34)		(33)
Cash dividends paid – common stock	(7,852)		(7,123)

Proceeds from stock option exercises	3,215		—
Payment of taxes related to stock withheld	—		(117)
Net cash provided by financing activities	374,071		253,479
Increase in cash and cash equivalents	443,064		104,597
Cash and cash equivalents, beginning of period	270,318		461,162
Cash and cash equivalents, end of period	$	713,382	565,759

(Continued)

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First Bancorp and Subsidiaries

Consolidated Statements of Cash Flows


	Three Months Ended March 31,
($ in thousands-unaudited)	2023		2022
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest	$	19,333	2,422
Cash paid during the period for income taxes	46		—
Non-cash: Unrealized gain (loss) on securities available for sale, net of taxes	27,908		(140,019)
Non-cash: Foreclosed loans transferred to other real estate	288		119
Non-cash: Accrued dividends at end of period	9,010		7,839


Acquisition of GrandSouth Bancorporation	See Note 2		—

See accompanying notes to consolidated financial statements.

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First Bancorp and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

Note 1 - Organization and Basis of Presentation

The consolidated financial statements include the accounts of First Bancorp (the “Company”) and its wholly owned subsidiary First Bank (the “Bank”). The Bank has three wholly owned subsidiaries that are fully consolidated, SBA Complete, Inc. (“SBA Complete”), Magnolia Financial, Inc. ("Magnolia Financial"), and First Troy SPE, LLC. All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes necessary for complete financial statements in accordance with GAAP. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of March 31, 2023, the consolidated results of operations for the three months ended March 31, 2023 and 2022, and the consolidated cash flows for the three months ended March 31, 2023 and 2022. Any such adjustments were of a normal, recurring nature. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes in the Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for interim period are not necessarily indicative of the results that may be expected for the full year.

Reference is made to Note 1 of the 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for a discussion of accounting policies and other relevant information with respect to the financial statements.

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

Accounting Standards Adopted in 2023

ASU 2022-02, "Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures." The amendments contained in this Accounting Standards Update ("ASU") eliminate the accounting guidance for troubled debt restructurings ("TDR") by creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This ASU also requires entities to disclose current period gross write-offs by year of origination for financing receivables. The Company adopted ASU 2022-02 effective January 1, 2023 using a modified retrospective transition approach for the amendments related to the recognition and measurement of TDRs. The impact of the adoption resulted in an immaterial change to the allowance for credit losses ("ACL"), thus no adjustment to retained earnings was recorded. Disclosures have been updated to reflect information on loan modifications given to borrowers experiencing financial difficulty as presented in Note 4. TDR disclosures are presented for comparative periods only and are not required to be updated in current periods. Additionally, the current year vintage disclosure included in Note 4 has been updated to reflect gross charge-offs by year of origination for the three months ended March 31, 2023.

ASU 2022-03, "Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions." This ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and, therefore, is not considered in measuring fair value. The Company adopted ASU 2022-03 January 1, 2023 with no material impact on its financial statements.

ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." In 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform. The objective of the guidance in Topic 848 was to provide relief during the temporary transition period and the FASB included a sunset provision based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. The United Kingdom Financial Conduct Authority has announced that the intended LIBOR cessation date has been extended from December 31, 2021 to June 30, 2023. As such, ASU 2022-06 defers the sunset date previously set to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848; moreover, it applies to all entities, subject to

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meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2022-06 was adopted upon issuance. The Company will continue to elect various optional expedients for contract modifications affected by rate reference reform through the effective date of this guidance with no material effect on its financial statements.

Accounting Standards Pending Adoption

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

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 2 – Acquisitions

On January 1, 2023, the Company completed its acquisition of GrandSouth Bancorporation ("GrandSouth"), in an all-stock transaction pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated June 21, 2022, between the Company and GrandSouth. At the closing of the transaction, GrandSouth merged into the Company. Following the merger of the Company and GrandSouth, GrandSouth Bank, a wholly-owned subsidiary of GrandSouth, merged into the Bank with the Bank being the surviving entity. The results of GrandSouth are included beginning on the January 1, 2023 acquisition date.

Pursuant to the Merger Agreement, each share of common and preferred stock of GrandSouth issued and outstanding immediately prior to the effective time of the acquisition was converted into 0.91 shares of the Company's common stock. As a result, the Company issued 5,032,834 shares of the Company common stock effective January 1, 2023. In addition, GrandSouth common stock options outstanding at the merger effective time were converted to options to acquire 0.91 shares of the Company's common stock resulting in 542,345 options with an average exercise price of approximately $20.14. The total consideration transferred at the close of the transaction was $229.5 million which was determined based on the number of shares issued and the closing market price of the Company's stock immediately prior to the merger effective time of $42.84. In addition to the stock issued, the fair value of the converted stock options calculated in accordance with FASB Accounting Standards Codification ("ASC") 805-30-55 was included in the total consideration of the transaction.

As a result of the merger, eight branches in South Carolina were added to the Company's branch network. The acquisition accomplished the Company's strategic initiative to expand its presence in South Carolina, specifically in the the high-growth markets of the state including Greenville, Charleston and Columbia. Significant synergies are anticipated to be gained from the acquisition, with asset growth and revenue enhancement opportunities from the new markets and expanded customer base. Accordingly, the Company recognized goodwill in the transaction related primarily to the reasons noted, as well as the positive earnings of GrandSouth.

This transaction was accounted for using the acquisition method of accounting for business combinations, and accordingly, the assets acquired, intangible assets identified, and liabilities assumed of GrandSouth were recorded based on estimates of fair values as of January 1, 2023. The determination of fair value requires management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. Estimated fair values were based on management’s best estimates, using the information available at the date of acquisition, including the use of third-party valuation specialists. As of March 31, 2023, management has finalized the valuations of all acquired assets and liabilities assumed in the GrandSouth acquisition.

The following table summarizes the estimated fair value of acquired assets, identified intangible assets, and liabilities assumed as of January 1, 2023. Following the table is a discussion of valuation approaches utilized in estimating the fair values in accordance with ASC 805-10, "Business Combinations." The $114.5 million in goodwill that resulted from this transaction is non-deductible for tax purposes.

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($ in thousands)	Fair Value Estimate
Assets acquired:
Cash and cash equivalents	$	22,610
Securities available for sale	112,363

Loans, gross	996,833
Allowance for loan losses	(5,610)
Premises and equipment	20,268
Core deposit intangible	28,840
Operating right-of-use lease assets	732
Other assets	27,163
Total	1,203,199
Liabilities assumed:
Deposits	1,045,308
Borrowings	38,800
Other liabilities	4,089
Total	1,088,197
Net identifiable assets acquired	115,002
Less: Total consideration	229,489
Goodwill recorded related to acquisition of GrandSouth	$	114,487

The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed included in the table above.

Cash and cash equivalents: This consists primarily of cash and due from banks, and interest-bearing deposits with banks. The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets.

Securities available for sale: Fair value of securities was measured based on quoted market prices, where available. If a quoted market price was not available, fair value was estimated using quoted market prices for similar securities and adjusted for differences between the quoted instrument and the instrument being valued. Substantially all of the securities acquired from GrandSouth were liquidated at their recorded fair value upon close of the transaction or shortly thereafter. There was no gain or loss recorded on the sale of acquired securities.

Loans: Fair value of loans acquired was based on a discounted cash flow methodology that considered factors including loan type and related collateral, classification status, remaining term of the loan, fixed or variable interest rate, amortization status, and current discount rates. Expected cash flows were derived using inputs consistent with management's assessment of credit risk for allowance measurement, including estimated future credit losses and estimated prepayments. A total fair value mark of $29.5 million was recorded. Purchased loans with financial deterioration ("PCD loans") were determined based primarily on internal grades, delinquency status, and other evidence of credit deterioration. The Company calculated the "Day 1" allowance of $5.6 million on PCD loans in accordance with the current expected credit loss model ("CECL") and reclassified that amount from the fair value mark to establish the initial ACL on PCD loans. The following table presents additional information related to the acquired loan portfolio at the acquisition date:

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($ in thousands)	January 1, 2023
PCD Loans:
Par value	$	152,487
Allowance for credit losses	(5,610)
Non-credit discount	(1,370)
Purchase price	145,507
Non-PCD Loans:
Fair Value	845,716
Gross contractual amounts receivable	865,132
Estimate of contractual cash flows not expected to be collected	22,542

Premises: Land and buildings held for use were valued at appraised values, which reflected considerations of recent disposition values for similar property types with adjustments for characteristics of individual properties.

Intangible assets: Core deposit intangible ("CDI") asset represents the value of the relationships with deposit customers. The fair value for the core deposit intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of deposit base, net maintenance cost attributable to customer deposits and an estimate of the cost associated with alternative funding sources. The discount rates used for CDI assets are based on market rates. The CDI is being amortized over 10 years utilizing the sum of the months digits accelerated method, which results in a weighted-average amortization period of approximately 41 months.

Lease Assets and Lease Liabilities: Lease assets and lease liabilities were measured using a methodology that involved estimating the future lease payments over the remaining lease term with discounting using a discount rate. The lease term was determined for individual leases based on management's assessment of the probability of exercising existing renewal options.

Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. Fair values for time deposits were estimated using a discounted cash flow analysis applying interest rates currently offered to the contractual interest rates on such time deposits.

Borrowings: The fair values of long-term debt instruments were estimated based on quoted market prices for instrument if available, or for similar instruments if not available.

Supplemental Pro Forma Financial Information

The following table presents certain pro forma information as if GrandSouth had been acquired on January 1, 2022. These results combine the historical results of GrandSouth with the Company’s results and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2022.

Merger-related costs related to this acquisition of $12.2 million were recorded by the Company during 2023 and were excluded from the pro forma information below. In addition, no adjustments have been made to such pro forma information to eliminate the provision for loan losses recorded by GrandSouth in the amount of $0.3 million for the three months ended March 31, 2022.

Pro forma information for the three months ended March 31, 2023 was adjusted to eliminate the following: 1) the non-PCD provision for loan losses recorded on the acquisition date of $12.2 million and 2) the initial recording of a provision for credit losses associated with GrandSouth’s unfunded commitments of $1.9 million. If the GrandSouth acquisition had occurred at the beginning of 2022, the acquisition date credit loss reserve amounts would have been included in the fair value measurements of GrandSouth and also included in the goodwill calculation.

The following table also discloses the impact of the acquisition of GrandSouth from the acquisition date of January 1, 2023 through March 31, 2023. These amounts are included in the Company’s consolidated financial statements as of and for the three months ended March 31, 2023. Merger-related costs have been excluded from these

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amounts and the provisions for credit loss amounts associated with non-PCD loans and unfunded commitments that were discussed above have also been excluded.


($ in thousands)	Revenue		Net Income
Three Months Ended March 31, 2023
Actual GrandSouth results included in statement of income since acquisition date	$	15,540	$	5,819
Three Months Ended March 31, 2022
Supplemental consolidated pro forma for the Company as if GrandSouth had been acquired on January 1, 2022	110,424		37,467

Note 3 – Securities

The book values and approximate fair values of investment securities at March 31, 2023 and December 31, 2022 are summarized as follows:


($ in thousands)	March 31, 2023					December 31, 2022
	Amortized Cost		Fair Value	Unrealized		Amortized Cost	Fair Value	Unrealized
				Gains	(Losses)			Gains	(Losses)
Securities available for sale:
U.S. Treasuries	$	174,510	170,109	—	(4,401)	174,420	168,758	—	(5,662)
Government-sponsored enterprise securities	71,959		59,304	—	(12,655)	71,957	57,456	—	(14,501)
Mortgage-backed securities	2,432,854		2,042,379	3	(390,478)	2,467,839	2,045,000	4	(422,843)
Corporate bonds	19,673		18,473	—	(1,200)	44,340	43,279	—	(1,061)
Total available for sale	$	2,698,996	2,290,265	3	(408,734)	2,758,556	2,314,493	4	(444,067)

Securities held to maturity:
Mortgage-backed securities	$	14,360	13,539	—	(821)	15,150	14,221	—	(929)
State and local governments	525,435		435,365	53	(90,123)	526,550	418,307	7	(108,250)
Total held to maturity	$	539,795	448,904	53	(90,944)	541,700	432,528	7	(109,179)

All of the Company’s mortgage-backed securities were issued by government-sponsored enterprises ("GSE"), except for private mortgage-backed securities with a fair value of $0.8 million and $0.8 million as of March 31, 2023 and December 31, 2022, respectively.

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


	Securities in an Unrealized Loss Position for Less than 12 Months			Securities in an Unrealized Loss Position for More than 12 Months		Total
($ in thousands)	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
U.S. Treasuries	$	—	—	170,109	4,401	170,109	4,401
Government-sponsored enterprise securities	—		—	59,304	12,655	59,304	12,655
Mortgage-backed securities	41,339		1,429	2,013,372	389,870	2,054,711	391,299
Corporate bonds	2,816		107	13,908	1,093	16,724	1,200
State and local governments	1,122		3	429,001	90,120	430,123	90,123
Total unrealized loss position	$	45,277	1,539	2,685,694	498,139	2,730,971	499,678

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The following table presents information regarding all securities with unrealized losses at December 31, 2022:


	Securities in an Unrealized Loss Position for Less than 12 Months			Securities in an Unrealized Loss Position for More than 12 Months		Total
($ in thousands)	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
US Treasury securities	$	168,758	5,662	—	—	168,758	5,662
Government-sponsored enterprise securities	—		—	57,456	14,501	57,456	14,501
Mortgage-backed securities	221,006		18,215	1,835,958	405,557	2,056,964	423,772
Corporate bonds	40,644		947	886	114	41,530	1,061
State and local governments	48,385		8,323	368,897	99,927	417,282	108,250
Total unrealized loss position	$	478,793	33,147	2,263,197	520,099	2,741,990	553,246

As of March 31, 2023, the Company's securities portfolio held 657 securities of which 635 securities were in an unrealized loss position. As of December 31, 2022, the Company's securities portfolio held 666 securities of which 644 securities were in an unrealized loss position.

In the above tables, all of the securities that were in an unrealized loss position at March 31, 2023 and December 31, 2022 are bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns. In arriving at this conclusion, the Company reviewed third-party credit ratings and considered the severity of the impairment. The state and local government investments are comprised almost entirely of highly-rated municipal bonds issued by state and local governments throughout the nation. The Company has no significant concentrations of bond holdings from one state or local government entity. Nearly all of our mortgage-backed securities were issued by Federal Home Loan Mortgage Corporation ("FHLMC"), Federal National Mortgage Association ("FNMA"), Government National Mortgage Association ("GNMA"), or the Small Business Administration ("SBA"), each of which is a government agency or GSE and guarantees the repayment of the securities. 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 these securities before recovery of the amortized cost.

At March 31, 2023 and December 31, 2022, the Company determined that expected credit losses associated with held to maturity debt securities were insignificant.

The book values and approximate fair values of investment securities at March 31, 2023, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Securities Available for Sale			Securities Held to Maturity
($ in thousands)	Amortized Cost		Fair Value	Amortized Cost	Fair Value
Due within one year	$	—	—	—	—
Due after one year but within five years	177,020		172,525	997	894
Due after five years but within ten years	88,122		74,362	73,454	62,882
Due after ten years	1,000		999	450,984	371,589
Mortgage-backed securities	2,432,854		2,042,379	14,360	13,539
Total securities	$	2,698,996	2,290,265	539,795	448,904

At March 31, 2023 and December 31, 2022, investment securities with carrying values of $826.9 million and $758.0 million, respectively, were pledged as collateral for public deposits.

At March 31, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than U.S. Government and its agencies or GSEs, in an amount greater than 10% of shareholders' equity.

During the three months ended March 31, 2023, the Company sold substantially all of the securities acquired from GrandSouth at their initially recorded fair value. Accordingly, there was no gain or loss recorded on the sale of acquired securities. There were no sales of investment securities during the three months ended March 31, 2022.

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Included in “Other assets” in the Consolidated Balance Sheets are investments in Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank of Richmond (“Federal Reserve”) stock totaling $67.4 million and $39.6 million at March 31, 2023 and December 31, 2022, respectively. These investments do not have readily determinable fair values. The FHLB stock had a cost and fair value of $27.4 million and $14.7 million at March 31, 2023 and December 31, 2022, respectively, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system. The Federal Reserve stock had a cost and fair value of $40.0 million and $24.9 million at March 31, 2023 and December 31, 2022, respectively, and is a requirement for Federal Reserve member bank qualification. Periodically, both the FHLB and Federal Reserve recalculate the Company’s required level of holdings, and the Company either buys more stock or redeems a portion of the stock at cost. The Company determined that neither stock was impaired at either period end.

The Company owns 12,356 Class B shares of Visa, Inc. (“Visa”) stock that were received upon Visa’s initial public offering. These shares are expected to convert into Class A Visa shares subsequent to the settlement of certain litigation against Visa, to which the Company is not a party. The Class B shares have transfer restrictions, and the conversion rate into Class A shares is periodically adjusted as Visa settles litigation. The conversion rate at March 31, 2023 was approximately 1.60, which means the Company would have received approximately 19,758 Class A shares if the stock had converted on that date. This Class B stock does not have a readily determinable fair value and is carried at zero. If a readily determinable fair value becomes available for the Class B shares, or upon their conversion to Class A shares, the Company will adjust the carrying value of the stock to its market value with a credit to earnings.

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

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


($ in thousands)	March 31, 2023				December 31, 2022
	Amount		Percentage		Amount		Percentage
All loans:
Commercial, financial, and agricultural	$	885,032	11	%	$	641,941	9	%
Real estate – construction, land development & other land loans	1,092,026		14	%	934,176		14	%
Real estate mortgage – residential (1-4 family) first mortgages	1,386,580		18	%	1,195,785		18	%
Real estate mortgage – home equity loans / lines of credit	342,287		4	%	323,726		5	%
Real estate mortgage – commercial and other	4,026,258		52	%	3,510,261		53	%
Consumer loans	68,056		1	%	60,659		1	%
Subtotal	7,800,239		100	%	6,666,548		100	%
Unamortized net deferred loan fees	(1,276)				(1,403)
Total loans	$	7,798,963			$	6,665,145

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


($ in thousands)	March 31, 2023		December 31, 2022
Guaranteed portions of SBA loans included in table above	$	36,035	31,893
Unguaranteed portions of SBA loans included in table above	115,413		116,910
Total SBA loans included in the table above	$	151,448	148,803

Sold portions of SBA loans with servicing retained - not included in tables above	$	380,634	392,370

At March 31, 2023 and December 31, 2022, there was a remaining unaccreted discount on the retained portion of sold SBA loans amounting to $4.0 million and $4.3 milion, respectively.

At March 31, 2023 and December 31, 2022, loans in the amount of $6.0 billion and $5.3 billion, respectively, were pledged as collateral for certain borrowings.

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At both March 31, 2023 and December 31, 2022, total loans included loans to executive officers and directors of the Company, and their associates, totaling approximately $6.0 million. There were four new loans and advances on existing loans totaling approximately $0.1 million for the three months ended March 31, 2023 and repayments amounted to $0.2 million for that period. Available credit on related party loans totaled $1.1 million and $1.2 million, respectively, at March 31, 2023 and December 31, 2022. Management does not believe these loans involve more than the normal risk of collectability or present other unfavorable features.

As of March 31, 2023 and December 31, 2022, unamortized discounts on all acquired loans totaled $32.4 million and $11.6 million, respectively. Loan discounts are generally amortized as yield adjustments over the respective lives of the loans, so long as the loans perform.

Nonperforming assets are defined as nonaccrual loans, modifications to borrowers in financial distress, loans past due 90 or more days and still accruing interest, foreclosed real estate, and prior to the adoption of ASU 2022-02 on January 1, 2023, TDRs.

Nonperforming assets are summarized as follows.


($ in thousands)	March 31, 2023		December 31, 2022
Nonaccrual loans	$	28,059	28,514
Modifications to borrowers in financial distress	2,224		—
TDRs - accruing	—		9,121

Total nonperforming loans	30,283		37,635
Foreclosed real estate	789		658
Total nonperforming assets	$	31,072	38,293

At March 31, 2023 and December 31, 2022, the Company had $1.5 million and $0.8 million, respectively, in residential mortgage loans in the process of foreclosure.

At both March 31, 2023 and December 31, 2022, there was one loan with an immaterial commitment to lend additional funds to borrowers whose loans were nonperforming.

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


($ in thousands)	Nonaccrual Loans with No Allowance		Nonaccrual Loans with an Allowance	Total Nonaccrual Loans
Commercial, financial, and agricultural	$	36	10,752	10,788
Real estate – construction, land development & other land loans	—		123	123
Real estate mortgage – residential (1-4 family) first mortgages	—		3,026	3,026
Real estate mortgage – home equity loans / lines of credit	—		1,781	1,781
Real estate mortgage – commercial and other	4,059		8,096	12,155
Consumer loans	—		186	186
Total	$	4,095	23,964	28,059

The following table is a summary of the Company’s nonaccrual loans by major categories as of December 31, 2022:


($ in thousands)	Nonaccrual Loans with No Allowance		Nonaccrual Loans with an Allowance	Total Nonaccrual Loans
Commercial, financial, and agricultural	$	3,855	6,374	10,229
Real estate – construction, land development & other land loans	—		1,009	1,009
Real estate mortgage – residential (1-4 family) first mortgages	157		3,132	3,289
Real estate mortgage – home equity loans / lines of credit	—		1,397	1,397
Real estate mortgage – commercial and other	5,010		7,495	12,505
Consumer loans	—		85	85
Total	$	9,022	19,492	28,514

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There was no interest income recognized during the periods presented on nonaccrual loans. The Company follows its nonaccrual policy of reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status.

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


($ in thousands)	Three Months Ended March 31, 2023		For the Year Ended December 31, 2022	Three Months Ended March 31, 2022
Commercial, financial, and agricultural	$	123	102	8
Real estate – construction, land development & other land loans	—		16	12
Real estate mortgage – residential (1-4 family) first mortgages	8		45	10
Real estate mortgage – home equity loans / lines of credit	9		20	2
Real estate mortgage – commercial and other	16		139	100
Consumer loans	—		2	—
Total	$	156	324	132

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


($ in thousands)	Accruing 30-59 Days Past Due		Accruing 60-89 Days Past Due	Accruing 90 Days or More Past Due	Nonaccrual Loans	Accruing Current	Total Loans Receivable
Commercial, financial, and agricultural	$	1,329	392	—	10,788	872,523	885,032
Real estate – construction, land development & other land loans	233		52	—	123	1,091,618	1,092,026
Real estate mortgage – residential (1-4 family) first mortgages	8,806		95	—	3,026	1,374,653	1,386,580
Real estate mortgage – home equity loans / lines of credit	807		139	—	1,781	339,560	342,287
Real estate mortgage – commercial and other	1,896		725	—	12,155	4,011,482	4,026,258
Consumer loans	252		65	—	186	67,553	68,056
Total	$	13,323	1,468	—	28,059	7,757,389	7,800,239
Unamortized net deferred loan fees							(1,276)
Total loans							7,798,963

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The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2022:


($ in thousands)	Accruing 30-59 Days Past Due		Accruing 60-89 Days Past Due	Accruing 90 Days or More Past Due	Nonaccrual Loans	Accruing Current	Total Loans Receivable
Commercial, financial, and agricultural	$	438	565	—	10,229	630,709	641,941
Real estate – construction, land development & other land loans	238		1,687	—	1,009	931,242	934,176
Real estate mortgage – residential (1-4 family) first mortgages	3,415		25	—	3,289	1,189,056	1,195,785
Real estate mortgage – home equity loans / lines of credit	457		371	—	1,397	321,501	323,726
Real estate mortgage – commercial and other	620		97	—	12,505	3,497,039	3,510,261
Consumer loans	249		66	—	85	60,259	60,659
Total	$	5,417	2,811	—	28,514	6,629,806	6,666,548
Unamortized net deferred loan fees							(1,403)
Total loans							$	6,665,145

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

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


($ in thousands)	Residential Property		Business Assets	Land	Commercial Property	Total Collateral-Dependent Loans
Commercial, financial, and agricultural	$	—	3,085	—	—	3,085



Real estate mortgage – commercial and other	—		—	—	4,718	4,718

Total	$	—	3,085	—	4,718	7,803

The following table presents an analysis of collateral dependent loans of the Company as of December 31, 2022:


($ in thousands)	Residential Property		Business Assets	Land	Commercial Property	Total Collateral-Dependent Loans
Commercial, financial, and agricultural	$	—	6,394	—	—	6,394

Real estate mortgage – residential (1-4 family) first mortgages	157		—	—	—	157

Real estate mortgage – commercial and other	—		—	—	6,723	6,723

Total	$	157	6,394	—	6,723	13,274

Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the ACL based on the fair value of collateral. The ACL is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required.

The Company's policy is to obtain third-party appraisals on any significant pieces of collateral. For loans secured by real estate, the Company's policy is to write nonaccrual loans down to 90% of the appraised value, which considers estimated selling costs that are usually incurred when disposing of real estate collateral. For real estate collateral that is in industries which may be undergoing heightened stress due to economic or other external factors, the Company may reduce the collateral values by an additional 10-25% of appraised value to recognize additional discounts that are estimated to be incurred in a near-term sale. For non real estate collateral secured loans, the

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Company generally writes nonaccrual loans down to 75% of the appraised value, which provides for selling costs and liquidity discounts that are usually incurred when disposing of non real estate collateral. For reviewed loans that are not on nonaccrual basis, the Company assigns a specific allowance based on the parameters noted above.

The Company does not believe that there is significant excess collateral for any of the loan types noted above.

The following tables presents the activity in the ACL on loans for each of the periods indicated. Fluctuations in the ACL each period are based on loan mix and growth, changes in the levels of nonperforming loans, economic forecasts impacting loss drivers, other assumptions and inputs to the CECL model, and as occurred in 2023, adjustments for acquired loan portfolios. Much of the change to the level of ACL during the three months ended March 31, 2023 is attributed to the acquisition of GrandSouth. In addition to the "Day 1" allowance recorded for PCD loans of $5.6 million, the Company recorded a "Day 2" initial provision of $12.2 million related to the non-PCD loans in the GrandSouth portfolio. The balance of the change was a result of updated economic forecast inputs to our CECL model driving lower loss rate assumptions, primarily due to slightly improved unemployment and GDP forecasts.


($ in thousands)	Commercial, financial, and agricultural		Real estate – construction, land development & other land loans	Real estate mortgage – residential (1-4 family) first mortgages	Real estate mortgage – home equity loans / lines of credit	Real estate mortgage – commercial and other	Consumer loans	Total
As of and for the three months ended March 31, 2023
Beginning balance	$	17,718	15,128	11,354	3,158	40,709	2,900	90,967
"Day 1" ACL for acquired PCD loans	5,197		49	113	8	242	1	5,610
Charge-offs	(2,177)		—	—	(2)	(235)	(207)	(2,621)
Recoveries	274		65	146	34	434	36	989
Provisions / (Reversals)	2,061		3,744	672	283	4,126	565	11,451
Ending balance	$	23,073	18,986	12,285	3,481	45,276	3,295	106,396


($ in thousands)	Commercial, financial, and agricultural		Real estate – construction, land development & other land loans	Real estate mortgage – residential (1-4 family) first mortgages	Real estate mortgage – home equity loans / lines of credit	Real estate mortgage – commercial and other	Consumer loans	Total
As of and for the year ended December 31, 2022
Beginning balance	$	16,249	16,519	8,686	4,337	30,342	2,656	78,789


Charge-offs	(2,519)		—	—	(43)	(1,063)	(840)	(4,465)
Recoveries	756		480	17	600	1,983	207	4,043
Provisions/(Reversals)	3,232		(1,871)	2,651	(1,736)	9,447	877	12,600
Ending balance	$	17,718	15,128	11,354	3,158	40,709	2,900	90,967


($ in thousands)	Commercial, financial, and agricultural		Real estate – construction, land development & other land loans	Real estate mortgage – residential (1-4 family) first mortgages	Real estate mortgage – home equity loans / lines of credit	Real estate mortgage – commercial and other	Consumer loans	Total
As of and for the three months ended March 31, 2022
Beginning balance	$	16,249	16,519	8,686	4,337	30,342	2,656	78,789
Charge-offs	(790)		—	—	(41)	(45)	(167)	(1,043)
Recoveries	247		137	4	233	155	47	823
Provisions/(Reversals)	307		(599)	(531)	(2,455)	6,875	(97)	3,500
Ending balance	$	16,013	16,057	8,159	2,074	37,327	2,439	82,069

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Credit Quality Indicators

The Company tracks credit quality based on its internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type.

The following describes the Company’s internal risk grades in ascending order of likelihood of loss:


	Risk Grade	Description
Pass:
	1	Loans with virtually no risk, including cash secured loans.
	2	Loans with documented significant overall financial strength. These loans have minimum chance of loss due to the presence of multiple sources of repayment – each clearly sufficient to satisfy the obligation.
	3	Loans with documented satisfactory overall financial strength. These loans have a low loss potential due to presence of at least two clearly identified sources of repayment – each of which is sufficient to satisfy the obligation under the present circumstances.
	4	Loans to borrowers with acceptable financial condition. These loans could have signs of minor operational weaknesses, lack of adequate financial information, or loans supported by collateral with questionable value or marketability.
	5	Loans that represent above average risk due to minor weaknesses and warrant closer scrutiny by management. Collateral is generally required and felt to provide reasonable coverage with realizable liquidation values in normal circumstances. Repayment performance is satisfactory.
	P (Pass)	Consumer loans that are of satisfactory credit quality with borrowers who exhibit good personal credit history, average personal financial strength and moderate debt levels. These loans generally conform to Bank policy, but may include approved mitigated exceptions to the guidelines.
Special Mention:
	6	Existing loans with defined weaknesses in primary source of repayment that, if not corrected, could cause a loss to the Bank.
Classified:
	7	An existing loan inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
	8	Loans that have a well-defined weakness that make the collection or liquidation in full highly questionable and improbable. Loss appears imminent, but the exact amount and timing is uncertain.
	9	Loans that are considered uncollectible and are in the process of being charged-off. This grade is a temporary grade assigned for administrative purposes until the charge-off is completed.
	F (Fail)	Consumer loans with a well-defined weakness, such as exceptions of any kind with no mitigating factors, history of paying outside the terms of the note, insufficient income to support the current level of debt, etc.

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

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

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	Term Loans by Year of Origination
($ in thousands)	2023		2022	2021	2020	2019	Prior	Revolving	Total
As of March 31, 2023
Commercial, financial, and agricultural
Pass	$	30,973	191,669	133,914	90,094	54,372	72,590	295,435	869,047
Special Mention	362		233	367	529	1,164	914	109	3,678
Classified	—		1,020	1,990	1,651	1,618	5,346	682	12,307
Total commercial, financial, and agricultural	31,335		192,922	136,271	92,274	57,154	78,850	296,226	885,032
Gross charge-offs, YTD	—		129	691	21	299	651	386	2,177
Real estate – construction, land development & other land loans
Pass	170,337		570,389	221,325	46,235	15,108	10,720	51,065	1,085,179
Special Mention	389		5,220	—	1	—	102	12	5,724
Classified	530		272	86	32	19	160	24	1,123
Total real estate – construction, land development & other land loans	171,256		575,881	221,411	46,268	15,127	10,982	51,101	1,092,026
Gross charge-offs, YTD	—		—	—	—	—	—	—	—
Real estate mortgage – residential (1-4 family) first mortgages
Pass	70,953		376,734	317,648	205,073	102,510	297,101	1,770	1,371,789
Special Mention	—		748	203	106	647	2,110	19	3,833
Classified	—		538	130	397	403	8,801	689	10,958
Total real estate mortgage – residential (1-4 family) first mortgages	70,953		378,020	317,981	205,576	103,560	308,012	2,478	1,386,580
Gross charge-offs, YTD	—		—	—	—	—	—	—	—
Real estate mortgage – home equity loans / lines of credit
Pass	624		5,439	1,732	1,338	219	1,883	322,004	333,239
Special Mention	—		173	119	—	—	17	123	432
Classified	13		91	153	93	92	276	7,898	8,616
Total real estate mortgage – home equity loans / lines of credit	637		5,703	2,004	1,431	311	2,176	330,025	342,287
Gross charge-offs, YTD	—		—	—	—	—	—	2	2
Real estate mortgage – commercial and other
Pass	156,862		1,245,323	1,311,892	617,132	280,085	306,906	59,260	3,977,460
Special Mention	243		1,617	1,016	8,473	7,327	11,948	652	31,276
Classified	189		3,983	541	255	3,896	8,297	361	17,522
Total real estate mortgage – commercial and other	157,294		1,250,923	1,313,449	625,860	291,308	327,151	60,273	4,026,258
Gross charge-offs, YTD	—		—	235	—	—	—	—	235
Consumer loans
Pass	4,750		18,431	8,093	3,646	1,036	1,026	30,541	67,523
Special Mention	—		—	—	—	—	—	—	—
Classified	235		173	35	—	6	15	69	533
Total consumer loans	4,985		18,604	8,128	3,646	1,042	1,041	30,610	68,056
Gross charge-offs, YTD	—		—	11	3	—	—	193	207
Total loans	$	436,460	2,422,053	1,999,244	975,055	468,502	728,212	770,713	7,800,239
Unamortized net deferred loan fees									(1,276)
Total loans, net of deferred loan fees									7,798,963
Total gross charge-offs, year to date	$	—	129	937	24	299	651	581	2,621

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	Term Loans by Year of Origination
($ in thousands)	2022		2021	2020	2019	2018	Prior	Revolving	Total
As of December 31, 2022
Commercial, financial, and agricultural
Pass	$	185,167	107,747	85,110	51,274	590	76,588	120,590	627,066
Special Mention	342		166	648	1,312	—	990	332	3,790
Classified	734		1,909	808	1,384	—	5,762	488	11,085
Total commercial, financial, and agricultural	186,243		109,822	86,566	53,970	590	83,340	121,410	641,941
Real estate – construction, land development & other land loans
Pass	550,752		267,096	42,421	30,973	—	12,722	19,519	923,483
Special Mention	5,128		5	3,679	—	—	100	13	8,925
Classified	656		107	38	899	—	44	24	1,768
Total real estate – construction, land development & other land loans	556,536		267,208	46,138	31,872	—	12,866	19,556	934,176
Real estate mortgage – residential (1-4 family) first mortgages
Pass	317,282		274,756	186,102	98,559	185	301,885	1,379	1,180,148
Special Mention	1,189		127	110	470	—	2,416	—	4,312
Classified	763		251	221	359	—	9,072	659	11,325
Total real estate – mortgage – residential (1-4 family) first mortgages	319,234		275,134	186,433	99,388	185	313,373	2,038	1,195,785
Real estate mortgage – home equity loans / lines of credit
Pass	869		1,091	349	237	—	2,020	309,786	314,352
Special Mention	175		—	—	—	—	18	1,072	1,265
Classified	106		156	94	87	—	213	7,453	8,109
Total real estate – mortgage – home equity loans / lines of credit	1,150		1,247	443	324	—	2,251	318,311	323,726
Real estate mortgage – commercial and other
Pass	1,096,643		1,186,678	569,624	247,448	179	324,361	48,882	3,473,815
Special Mention	1,715		1,114	4,436	8,289	—	4,457	665	20,676
Classified	3,480		1,265	84	2,456	—	8,118	367	15,770
Total real estate mortgage – commercial and other	1,101,838		1,189,057	574,144	258,193	179	336,936	49,914	3,510,261
Consumer loans
Pass	35,406		7,946	3,610	1,056	3	1,250	10,953	60,224
Special Mention	—		—	—	—	—	—	—	—
Classified	320		31	3	1	—	25	55	435
Total consumer loans	35,726		7,977	3,613	1,057	3	1,275	11,008	60,659
Total loans	$	2,200,727	1,850,445	897,337	444,804	957	750,041	522,237	6,666,548
Unamortized net deferred loan fees									(1,403)
Total loans, net of deferred loan fees									6,665,145

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Loan Modifications to Borrowers Experiencing Financial Difficulty

Effective January 1, 2023, we adopted ASU 2022-02 which eliminated the accounting guidance for TDRs and requires disclosures for certain loan modifications when a borrower is experiencing financial difficulty.

Occasionally, the Company modifies loans to borrowers in financial distress as a part of our loss mitigation activities. Various types of modification may be offered including principal forgiveness, term extension, payment delays, or interest rate reductions. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession may be granted. For loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period.

The followings tables present the amortized cost basis at March 31, 2023 of the loans modified for borrowers experiencing financial difficulty, by loan category and type of concession granted. Percentages labeled as "NM" are not measurable to the class of financing receivable, as they are less than 0.1% of the total class.


	Payment Delay
($ in thousands)	Amortized Cost Basis at 3/31/2023		Percent of Total Class of Financing Receivable
Commercial, financial, and agricultural	$	156	NM





	$	156


	Term Extension
($ in thousands)	Amortized Cost Basis at 3/31/2023		Percent of Total Class of Financing Receivable
Commercial, financial, and agricultural	$	1,442	0.2	%
Real estate – construction, land development & other land loans	130		NM
Real estate mortgage – residential (1-4 family) first mortgages	48		NM
Real estate mortgage – home equity loans / lines of credit	103		NM
Real estate mortgage – commercial and other	104		NM
Consumer loans	228		0.3	%
	$	2,055


	Combination - Interest Rate Reduction and Term Extension
($ in thousands)	Amortized Cost Basis at 3/31/2023		Percent of Total Class of Financing Receivable

Real estate – construction, land development & other land loans	$	14	NM




	$	14

For the three months ended March 31, 2023, there were no modifications for borrowers experiencing financial difficulty with principal forgiveness concessions.

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The following tables describes the financial effect for the three months ended March 31, 2023 of the modifications made for borrowers experiencing financial difficulty:


Payment Delay
Loan Type						Financial Effect
Commercial, financial, and agricultural						Delayed payment for 4 months.


Term Extension
Loan Type						Financial Effect
Commercial, financial, and agricultural						Added a weighted average 6 months to the life of loans, which reduced monthly payment amounts to borrowers.
Real estate – construction, land development & other land loans						Added a weighted average 11 months to the life of loans, which reduced monthly payment amounts to borrowers.
Real estate mortgage – residential (1-4 family) first mortgages						Added a weighted average 14 months to the life of loans, which reduced monthly payment amounts to borrowers.
Real estate mortgage – home equity loans / lines of credit						Added a weighted average 46 months to the life of loans, which reduced monthly payment amounts to borrowers.
Real estate mortgage – commercial and other						Added a weighted average 12 months to the life of loans, which reduced monthly payment amounts to borrowers.
Consumer loans						Added a weighted average 3 months to the life of loans, which reduced monthly payment amounts to borrowers.


Interest Rate Reduction
Loan Type						Financial Effect

Real estate – construction, land development & other land loans						Reduced weighted average contractual interest rate from 7.0% to 5.5%

The Company closely monitors the performance of the loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months (numbers in thousands):


	Payment Status (Amortized Cost Basis)
($ in thousands)	Current		30-59 Days Past Due	60-89 Days Past Due	90+ Days Past Due
Commercial, financial, and agricultural	$	1,363	156	79	—
Real estate – construction, land development & other land loans	144		—	—	—
Real estate mortgage – residential (1-4 family) first mortgages	48		—	—	—
Real estate mortgage – home equity loans / lines of credit	103		—	—	—
Real estate mortgage – commercial and other	104		—	—	—
Consumer loans	228		—	—	—
	$	1,990	156	79	—

None of the modifications made for borrowers experiencing financial difficulty during the three months ended March 31, 2023 are considered to have had a payment default.

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

TDR Disclosures Prior to the Adoption of ASU 2022-02

The restructuring of a loan was considered a TDR if both (i) the borrower was experiencing financial difficulties and (ii) the creditor had granted a concession. Concessions may have included interest rate reductions or below market interest rates, principal forgiveness, extension of terms and other actions intended to minimize potential losses.

The vast majority of the Company’s TDRs modified during the period ended March 31, 2022 related to interest rate reductions combined with extension of terms. The Company does not generally grant principal forgiveness.

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The Company’s TDRs could be classified as either nonaccrual or accruing based on the loan’s payment status. The TDRs that were nonaccrual were reported within the nonaccrual loan totals presented previously.

The following table presents information related to loans modified in a TDR during the three months ended March 31, 2022.


	For the three months ended March 31, 2022
($ in thousands)	Number of Contracts	Pre-Modification Restructured Balances		Post-Modification Restructured Balances
TDRs - Accruing


Real estate mortgage – residential (1-4 family) first mortgages	1	$	36	36



TDRs - Nonaccrual
Commercial, financial, and agricultural	1	41		41

Real estate mortgage – residential (1-4 family) first mortgages	1	36		36

Real estate mortgage – commercial and other	1	540		540

Total TDRs arising during period	4	$	653	653

The Company considered a TDR loan to have defaulted when it became 90 or more days delinquent under the modified terms, had been transferred to nonaccrual status, or had been transferred to foreclosed real estate. There were no accruing TDRs that were modified in the previous twelve months and that defaulted during the three months ended March 31, 2022.

Concentration of Credit Risk

Most of the Company's business activity is with customers located within the markets where it has banking operations. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy within its markets. Approximately 90% of the Company's loan portfolio is secured by real estate and is therefore susceptible to changes in real estate valuations.

Allowance for Credit Losses - Unfunded Loan Commitments

In addition to the ACL on loans, the Company maintains an ACL for lending-related commitments such as unfunded loan commitments and letters of credit. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for lending-related commitments on off-balance sheet credit exposures is adjusted as a provision for unfunded commitments expense. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the ACL on loans. The ACL for unfunded loan commitments of $14.4 million and $13.3 million at March 31, 2023 and December 31, 2022, respectively, is separately classified on the Consolidated Balance Sheets within "Other liabilities."

The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the three months ended March 31, 2023 and 2022 and for the twelve months ended December 31, 2022:


($ in thousands)	March 31, 2023		December 31, 2022	March 31, 2022
Beginning balance	$	13,306	13,506	13,506
"Day 2" provision for credit losses on unfunded commitments acquired from GrandSouth	1,921		—	—
Charge-offs	—		—	—
Recoveries	—		—	—
Reversal of provision for unfunded commitments	(870)		(200)	(1,500)
Ending balance	$	14,357	13,306	12,006

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Allowance for Credit Losses - Securities Held to Maturity

The ACL for securities held to maturity was insignificant at March 31, 2023 and December 31, 2022.

Note 5 – Goodwill and Other Intangible Assets

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of March 31, 2023 and December 31, 2022, and the carrying amount of unamortized intangible assets as of those same dates.


	March 31, 2023			December 31, 2022
($ in thousands)	Gross Carrying Amount		Accumulated Amortization	Gross Carrying Amount	Accumulated Amortization
Amortizable intangible assets:
Customer lists	$	2,700	1,927	2,700	1,847
Core deposit intangibles	57,890		23,334	29,050	21,274
SBA servicing assets	13,342		9,445	13,264	9,260
Other	100		64	100	58
Total	$	74,032	34,770	45,114	32,439
Unamortizable intangible assets:
Goodwill	$	478,750		364,263

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

Amortization expense of all other intangible assets, excluding the SBA servicing assets, totaled $2.1 million and $1.0 million for the three months ended March 31, 2023 and 2022, respectively.

SBA servicing assets are recorded for the portions of SBA loans that the Company has sold but continues to service for a fee. Servicing assets are initially recorded at fair value and amortized over the expected lives of the related loans and are tested for impairment on a quarterly basis. SBA servicing asset amortization expense is recorded within noninterest income as an offset to SBA servicing fees within the line item "Other service charges, commissions, and fees." The following table presents the changes in the SBA servicing assets for the three months ended March 31, 2023 and 2022:


	Three months ended March 31,
($ in thousands)	2023		2022
Beginning balance, net	$	4,004	5,472
Add: New servicing assets	77		745
Less: Amortization and impairment expense	184		626
Ending balance, net	$	3,897	5,591

During the three months ended March 31, 2023 and 2022, the Company recorded $1.0 million and $0.8 million, respectively, in SBA guarantee servicing income. At March 31, 2023 and December 31, 2022, the Company serviced SBA loans totaling $380.6 million and $392.4 million, respectively, for others. There were no other loans serviced in any period presented.

Goodwill is evaluated for impairment on at least an annual basis, with the annual evaluation occurring as of October 31 of each year. Goodwill is also evaluated for impairment any time there is a triggering event indicating that impairment may have occurred. No triggering events were identified during 2022 or 2021, and therefore, the Company did not perform interim impairment evaluations in either of those years. Each of the Company's goodwill impairment evaluations for the periods presented, including the most recent October 2022 evaluation, indicated that there was no goodwill impairment.

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Index

The following table presents the changes in carrying amounts of goodwill:


($ in thousands)	Total Goodwill
Balance at December 31, 2021	$	364,263
Net activity during 2022	—
Balance at December 31, 2022	364,263
Additions from acquisition of GrandSouth	114,487
Balance at March 31, 2023	$	478,750

In connection with the GrandSouth acquisition on January 1, 2023, the Company recorded $28.8 million in core deposit intangibles.

The following table presents the estimated amortization expense schedule related to acquisition-related amortizable intangible assets, excluding the SBA servicing assets. These amounts will be recorded as "Intangibles amortization expense" within the noninterest expense section of the Consolidated Statements of Income. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets.


($ in thousands)	Estimated Amortization Expense
April 1, 2023 to December 31, 2023	$	5,857
2024	6,604
2025	5,672
2026	4,705
2027	3,951
Thereafter	8,576
Total	$	35,365

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Note 6 - Borrowings

The following tables present information regarding the Company’s outstanding borrowings at March 31, 2023 and December 31, 2022 (dollars in thousands):

Description

Due date

Call Feature

March 31, 2023

Interest Rate

FHLB Principal Reducing Credit

7/24/2023

None

1.00% fixed

FHLB Principal Reducing Credit

12/22/2023

None

901

1.25% fixed

FHLB Principal Reducing Credit

6/26/2028

None

211

0.25% fixed

FHLB Principal Reducing Credit

7/17/2028

None

0.00% fixed

FHLB Principal Reducing Credit

8/18/2028

None

157

1.00% fixed

FHLB Principal Reducing Credit

8/22/2028

None

157

1.00% fixed

FHLB Principal Reducing Credit

12/20/2028

None

325

0.50% fixed

FHLB Daily Rate Credit

4/3/2023

None

80,000

4.74% fixed

FHLB Fixed Rate Credit

4/10/2023

None

70,000

4.78% fixed

FHLB Fixed Rate Credit

4/13/2023

None

50,000

4.88% fixed

FHLB Fixed Rate Credit

9/13/2023

None

300,000

5.17% fixed

FHLB Fixed Rate Hybrid

9/29/2023

None

5,000

0.40% fixed

Trust Preferred Securities

1/23/2034

Quarterly by Company
beginning 1/23/2009

10,310

7.45% at 3/31/23

adjustable rate

3 month LIBOR + 2.65%

Trust Preferred Securities

1/23/2034

Quarterly by Company
beginning 1/23/2009

10,310

7.55% at 3/31/23 adjustable rate

3 month LIBOR + 2.75%

Trust Preferred Securities

9/20/2034

Quarterly by Company
beginning 9/20/2009

12,372

7.11% at 3/31/23

adjustable rate

3 month LIBOR + 2.15%

Trust Preferred Securities

1/7/2035

Quarterly by Company
beginning 1/7/2010

10,310

6.83% at 3/31/23

adjustable rate

3 month LIBOR + 2.00%

Trust Preferred Securities

6/15/2036

Quarterly by Company
beginning 6/15/2011

25,774

6.16% at 3/31/23

adjustable rate

3 month LIBOR + 1.39%

Trust Preferred Securities

6/23/2036

Quarterly by the Company beginning 6/23/11

8,248

6.87% at 3/31/23

adjustable rate

3 month LIBOR + 1.85%

Subordinated Debentures

11/30/2028

Semi-annually by Company beginning 11/30/2023

10,000

6.50% fixed

Subordinated Debentures

11/15/2030

Semi-annually by Company beginning 11/15/2025

18,000

4.38% fixed

Total borrowings / weighted average rate as of March 31, 2023

612,131

5.20%

Unamortized discount on acquired borrowings

(5,650)

Total borrowings

606,481

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Index

Description

Due date

Call Feature

December 31, 2022

Interest Rate

FHLB Principal Reducing Credit

7/24/2023

None

1.00% fixed

FHLB Principal Reducing Credit

12/22/2023

None

912

1.25% fixed

FHLB Principal Reducing Credit

6/26/2028

None

214

0.25% fixed

FHLB Principal Reducing Credit

7/17/2028

None

0.00% fixed

FHLB Principal Reducing Credit

8/18/2028

None

158

1.00% fixed

FHLB Principal Reducing Credit

8/22/2028

None

159

1.00% fixed

FHLB Principal Reducing Credit

12/20/2028

None

329

0.50% fixed

FHLB Daily Rate Credit

8/23/2023

None

40,000

4.57% fixed

FHLB Fixed Rate Credit

1/9/2023

None

50,000

4.15% fixed

FHLB Fixed Rate Credit

2/1/2023

None

80,000

4.25% fixed

FHLB Fixed Rate Credit

2/9/2023

None

50,000

4.35% fixed

Trust Preferred Securities

1/23/2034

Quarterly by Company
beginning 1/23/2009

10,310

7.06% at 12/31/22

adjustable rate

3 month LIBOR + 2.65%

Trust Preferred Securities

1/23/2034

Quarterly by Company
beginning 1/23/2009

10,310

7.16% at 12/31/22

adjustable rate

3 month LIBOR + 2.75%

Trust Preferred Securities

6/15/2036

Quarterly by Company
beginning 6/15/2011

25,774

6.16% at 12/31/22

adjustable rate

3 month LIBOR + 1.39%

Trust Preferred Securities

9/20/2034

Quarterly by Company
beginning 9/20/2009

12,372

6.90% at 12/31/22

adjustable rate

3 month LIBOR + 2.15%

Trust Preferred Securities

1/7/2035

Quarterly by Company
beginning 1/7/2010

10,310

6.08% at 12/31/22

adjustable rate

3 month LIBOR + 2.00%

Total borrowings / weighted average rate as of December 31, 2022

290,918

4.82%

Unamortized discount on acquired borrowings

(3,411)

Total borrowings

287,507

Note 7 – Leases

The Company enters into leases in the normal course of business. As of March 31, 2023, the Company leased 17 branch offices for which the land and buildings are leased and 10 branch offices for which the land is leased but the buildings are owned. The Company also leases office space for several operational departments. All of the Company’s leases are operating leases under applicable accounting standards and the lease agreements have maturity dates ranging from July 2023 through May 2076, some of which include options for multiple five- and ten-year extensions. The weighted average remaining life of the lease term for these leases was 19.2 years as of March 31, 2023. Certain of the Company's lease agreements include variable lease payments based on changes in inflation, with the impact of that factor being insignificant to the Company's total lease expense. As permitted by applicable accounting standards, the Company has elected not to recognize leases with original lease terms of 12 months or less (short-term leases) on the Company's Consolidated Balance Sheets. The short-term lease cost for each period presented was insignificant.

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

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The Company uses its incremental borrowing rate, on a collateralized basis, at lease commencement to calculate the present value of lease payments when the rate implicit in the lease is not known. The weighted average discount rate for leases was 3.04% as of March 31, 2023.

Total operating lease expense was $0.8 million and $0.9 million for the three months ended March 31, 2023 and 2022, respectively. The right-of-use assets and lease liabilities were $18.9 million and $19.6 million as of March 31, 2023, respectively, and were $18.7 million and $19.4 million as of December 31, 2022, respectively.

Future undiscounted lease payments for operating leases with initial terms of one year or more as of March 31, 2023 are as follows.


($ in thousands)
April 1, 2023 to December 31, 2023	$	1,771
2024	2,163
2025	1,706
2026	1,685
2027	1,547
Thereafter	18,441
Total undiscounted lease payments	27,313
Less effect of discounting	(7,675)
Present value of estimated lease payments (lease liability)	$	19,638

Note 8 – Pension Plans

The Company sponsored two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which was generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”) which was for the benefit of certain senior management executives of the Company. Effective December 31, 2012, the Company froze both plans for all participants. Although no previously accrued benefits were lost, no additional accruals of benefits under these plans for service subsequent to 2012 have been made.

The Company recorded periodic pension cost totaling $51,000 for both the three months ended March 31, 2023 and 2022. The following table contains the components of the pension cost:


	For the Three Months Ended March 31,
($ in thousands)	2023 Pension Plan		2023 SERP	2023 Total Both Plans	2022 Pension Plan	2022 SERP	2022 Total Both Plans
Service cost	$	—	—	—	—	—	—
Interest cost	267		28	295	267	28	295
Expected return on plan assets	(288)		—	(288)	(288)	—	(288)
Amortization of net loss (gain)	180		(136)	44	180	(136)	44
Net periodic pension cost	$	159	(108)	51	159	(108)	51

The service cost component of net periodic pension cost is included in salaries and benefits expense and all other components of net periodic pension cost are included in other noninterest expense.

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to be deductible for income tax purposes. The Company did not contribute to the Pension Plan in the first three months of 2023 and does not expect to contribute to the Pension Plan in the remainder of 2023. Effective March 31, 2023, the Company determined that the Pension Plan will be terminated during 2023 and a termination cost estimate of $2.4 million is included in the accompanying consolidated income statement.

The Company’s funding policy with respect to the SERP is to fund the related benefits from the operating cash flow of the Company.

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Note 9 – Fair Value

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

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

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

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

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


($ in thousands) Description of Financial Instruments	Fair Value at March 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Recurring
Securities available for sale:
U.S. Treasury	$	170,109	—	170,109	—
Government-sponsored enterprise securities	59,304		—	59,304	—
Mortgage-backed securities	2,042,379		—	2,042,379	—
Corporate bonds	18,473		—	18,473	—
Total available for sale securities	$	2,290,265	—	2,290,265	—

Presold mortgages in process of settlement	$	2,951	2,951	—	—

Nonrecurring
Individually evaluated loans	$	1,799	—	—	1,799

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2022:

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Index


($ in thousands) Description of Financial Instruments	Fair Value at December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Recurring
Securities available for sale:
US Treasury securities	$	168,758	—	168,758	—
Government-sponsored enterprise securities	57,456		—	57,456	—
Mortgage-backed securities	2,045,000		—	2,045,000	—
Corporate bonds	43,279		—	43,279	—
Total available for sale securities	$	2,314,493	—	2,314,493	—

Presold mortgages in process of settlement	$	1,282	1,282	—	—

Nonrecurring
Individually evaluated loans	$	9,590	—	—	9,590
Foreclosed real estate	38		—	—	38

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

Presold Mortgages in Process of Settlement — The fair value is based on the committed price that an investor has agreed to pay for the loan and is considered a Level 1 input.

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

Individually evaluated loans — Fair values for individually evaluated loans are measured on a non-recurring basis and are based on (1) the underlying collateral values securing the loans, adjusted for estimated selling costs, or (2) the net present value of the cash flows expected to be received for such loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is generally determined by third-party appraisers using an income or market valuation approach based on an appraisal conducted by an independent, licensed third party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the loans first became impaired, and thus the appraisals are not necessarily as of the period ends presented. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the Consolidated Statements of Income.

Foreclosed real estate — Foreclosed real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value. Fair value is measured on a non-recurring basis and is based upon independent market prices or current appraisals that are generally prepared using an income or market valuation approach and conducted by an independent, licensed third party appraiser, adjusted for estimated selling costs (Level 3). Appraisals used in this analysis are generally obtained at least annually based on when the assets were acquired, and thus the appraisals are not necessarily as of the period ends presented. At the time of foreclosure, any excess of the loan balance over the fair value of

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the real estate held as collateral is treated as a charge against the ACL. For any real estate valuations subsequent to foreclosure, any excess of the real estate recorded value over the fair value of the real estate is treated as a foreclosed real estate write-down on the Consolidated Statements of Income.

For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2023, the significant unobservable inputs used in the fair value measurements were as follows:

($ in thousands)

Fair Value at March 31, 2023

Valuation
Technique

Significant Unobservable
Inputs

Range (Weighted Average)

Individually evaluated loans - collateral-dependent

1,799

Appraised value

Discounts applied for estimated costs to sell

10%

For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of December 31, 2022, the significant unobservable inputs used in the fair value measurements were as follows:

($ in thousands)

Fair Value at December 31, 2022

Valuation
Technique

Significant Unobservable
Inputs

Range (Weighted Average)

Individually evaluated loans - collateral-dependent

5,680

Appraised value

Discounts applied for estimated costs to sell

10%

Individually evaluated loans - cash-flow dependent

3,910

PV of expected cash flows

Discount rates used in the calculation of PV of expected cash flows

5.5%-11.1% (6.76%)

Foreclosed real estate

Appraised value

Discounts applied for estimated costs to sell

10%

The carrying amounts and estimated fair values of financial instruments not carried at fair value at March 31, 2023 and December 31, 2022 were as follows:


		March 31, 2023			December 31, 2022
($ in thousands)	Level in Fair Value Hierarchy	Carrying Amount		Estimated Fair Value	Carrying Amount	Estimated Fair Value
Cash and due from banks, noninterest-bearing	Level 1	$	102,691	102,691	101,133	101,133
Due from banks, interest-bearing	Level 1	610,691		610,691	169,185	169,185
Securities held to maturity	Level 2	539,795		448,904	541,700	432,528
SBA loans held for sale	Level 2	2,933		2,924	—	—
Total loans, net of allowance	Level 3	7,692,567		7,269,005	6,574,178	6,240,870
Accrued interest receivable	Level 1	31,740		31,740	29,710	29,710
Bank-owned life insurance	Level 1	180,730		180,730	164,592	164,592
SBA Servicing Asset	Level 3	3,897		4,796	4,004	4,721

Deposits	Level 2	10,372,598		10,362,448	9,227,529	9,218,945
Borrowings	Level 2	606,481		591,478	287,507	277,146
Accrued interest payable	Level 1	6,992		6,992	2,738	2,738

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

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

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Index

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

Note 10 – Stock-Based Compensation

The Company recorded total stock-based compensation expense of $1.1 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively. In addition, the Company recognized $259 thousand and $126 thousand of income tax benefits related to stock-based compensation expense for the three months ended March 31, 2023 and 2022, respectively.

At March 31, 2023, the sole equity-based compensation plan of the Company was the First Bancorp 2014 Equity Plan (the "Equity Plan"), which was approved by shareholders on May 8, 2014. As of March 31, 2023, the Equity Plan had 267,803 shares remaining available for grant.

The Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans' participants with those of the Company and its shareholders. The Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.

Recent equity awards to employees have been made in the form of shares of restricted stock awards with service vesting conditions only. Compensation expense for these awards is recorded over the requisite service periods. Upon forfeiture, any previously recognized compensation cost is reversed. Upon a change in control (as defined in the Equity Plan), unless the awards remain outstanding or substitute equivalent awards are provided, the awards become immediately vested.

Certain of the Company’s equity grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company recognizes compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for each incremental award. Compensation expense is based on the estimated number of stock awards that will ultimately vest. Over the past five years, there have been insignificant amounts of forfeitures, and therefore the Company assumes that all awards granted with service conditions only will vest.

In addition to employee equity awards, the Company's practice is to grant common shares, valued at approximately $37,500 for the current year, to each non-employee director (currently 14 in total) in June of each year. Compensation expense associated with these director awards is recognized on the date of award since there are no vesting conditions.

The following table presents information regarding the activity for the first three months of 2023 related to the Company’s outstanding restricted stock awards:


	Long-Term Restricted Stock Awards
	Number of Units	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2023	223,012	$	36.14
Granted during the period	81,075	41.68
Vested during the period	(1,354)	36.69
Forfeited or expired during the period	(791)	37.88
Nonvested at March 31, 2023	301,942	$	37.33

Total unrecognized compensation expense as of March 31, 2023 amounted to $6.5 million with a weighted-average remaining term of 2.2 years. For the nonvested awards that are outstanding at March 31, 2023, the Company expects to record $3.8 million in compensation expense in the next twelve months, $3.1 million of which is expected to be recorded in the remaining quarters of 2023.

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As discussed in Note 2, in conjunction with the GrandSouth acquisition, GrandSouth common stock options outstanding at January 1, 2023 became fully vested under the change in control provisions in the GrandSouth option plans and were converted into replacement options to acquire 0.91 shares of the Company's common stock.

Stock option activity and related information is presented below as of and for the periods indicated:


	Options Outstanding
	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value ($ in thousands)
Balance at January 1, 2023	—	$	—
Replacement options issued in conjunction with acquisition of GrandSouth	542,345	20.14
Exercised during the period	(169,718)	18.94
Forfeited or expired during the period	—	—


Outstanding at March 31, 2023	372,627	20.68		6.55	$	5,530

Exercisable at March 31, 2023	372,627	$	20.68	6.55	$	5,530

Stock options outstanding are summarized as follows as of March 31, 2023:


Shares	Range	Weighted Average Price	Weighted Average Remaining Life in Years
113,732	$13.79 - 18.18	15.63	4.89
133,770	$18.19	18.19	6.23
125,125	$18.20 - 31.32	27.94	8.40
372,627		20.68	6.55

In accordance with ASC 805-30, the fair value of the replacement options issued in conjunction with the GrandSouth acquisition as of January 1, 2023 was measured using the Black-Scholes option pricing model and the weighted average fair value of replacement options was $24.85.

The following table illustrates the assumptions for the Black-Scholes model used in determining the fair value of options granted:


	For the Three Months Ended
	March 31, 2023
Fair value per option, weighted average	$	24.85
Expected life (years)	1.4 - 4.7
Expected stock price volatility, weighted average	46.39		%
Expected dividend yield	2.05		%
Risk-free interest rate, weighted average	4.18		%
Expected forfeiture rate	—		%

The expected life is based on historical exercises and forfeitures experience of the grantees. The volatility is based on historical price volatility. The risk-free interest rate is based on a U.S. Treasury instrument with a life that is similar to the expected life of the option grant.

At March 31, 2023, the Company had no unrecognized compensation expense related to stock options. All unexercised options expire ten years after the applicable original grant dates under the GrandSouth stock option plan.

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Note 11 – Earnings Per Share

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


	For the Three Months Ended March 31,
	2023					2022
($ in thousands except per share amounts)	Income (Numerator)		Shares (Denominator)	Per Share Amount		Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic EPS:
Net income	$	15,161				$	33,969
Less: income allocated to participating securities	(109)					(198)
Basic EPS per common share	$	15,052	40,583,417	$	0.37	$	33,771	35,433,739	$	0.95

Diluted EPS:
Net income	$	15,161	40,583,417			$	33,969	35,433,739
Effect of dilutive securities	—		529,275			—		207,239
Diluted EPS per common share	$	15,161	41,112,692	$	0.37	$	33,969	35,640,978	$	0.95

Note 12 – Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) for the Company are as follows:


($ in thousands)	March 31, 2023		December 31, 2022
Unrealized loss on securities available for sale	$	(408,731)	(444,063)
Deferred tax asset	94,622		102,046
Net unrealized loss on securities available for sale	(314,109)		(342,017)

Postretirement plans liability	98		54
Deferred tax asset	(23)		(12)
Net postretirement plans liability	75		42

Total accumulated other comprehensive loss	$	(314,034)	(341,975)

The following tables disclose the changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2023 and 2022 (all amounts are net of tax):


	For the Three Months Ended March 31, 2023
($ in thousands)	Unrealized (Loss) Gain on Securities Available for Sale		Postretirement Plans Asset (Liability)	Total
Beginning balance	$	(342,017)	42	(341,975)
Other comprehensive gain before reclassifications	27,908		—	27,908
Amounts reclassified from accumulated other comprehensive income	—		33	33
Net current period other comprehensive gain income	27,908		33	27,941

Ending balance	$	(314,109)	75	(314,034)

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	For the Three Months Ended March 31, 2022
($ in thousands)	Unrealized (Loss) on Securities Available for Sale		Postretirement Plans Asset (Liability)	Total
Beginning balance	$	(24,698)	(272)	(24,970)
Other comprehensive loss before reclassifications	(140,019)		—	(140,019)
Amounts reclassified from accumulated other comprehensive income	—		34	34
Net current period other comprehensive (loss) income	(140,019)		34	(139,985)

Ending balance	$	(164,717)	(238)	(164,955)

Amounts reclassified from accumulated other comprehensive income for unrealized gain (loss) on securities available for sale represent realized securities gains or losses, net of tax effects. There were no security sales in any period presented. Amounts reclassified from accumulated other comprehensive income for postretirement plans asset (liability) represent amortization of amounts included in accumulated other comprehensive income (loss), net of taxes, and are recorded in the "Other operating expenses" line item of the Consolidated Statements of Income.

Note 13 – Revenue from Contracts with Customers

All of the Company’s revenues that are in the scope of the “Revenue from Contracts with Customers” accounting standard (“ASC 606”) are recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the three months ended March 31, 2023 and 2022. Items outside the scope of ASC 606 are noted as such.


	For the Three Months Ended
($ in thousands)	March 31, 2023		March 31, 2022
Noninterest Income: In-scope of ASC 606:
Service charges on deposit accounts	$	3,894	3,541
Other service charges and fees:
Bankcard interchange income, net	2,582		4,711
Other service charges and fees	3,318		2,263
Commissions from sales of financial products	1,306		945
SBA consulting fees	521		780
Noninterest income (in-scope of ASC 606)	11,621		12,240
Noninterest income (out-of-scope of ASC 606)	1,915		7,011
Total noninterest income	$	13,536	19,251

A description of the Company’s revenue streams accounted for under ASC 606 is detailed below.

Service charges on deposit accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Overdraft fees are recognized at the point in time that the overdraft occurs. Maintenance and activity fees include account maintenance fees and transaction-based fees. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of the month, representing the period over which the Company satisfies the performance obligation. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Service charges on deposits are withdrawn from the customer’s account balance.

Other service charges and fees: The Company earns interchange income on its customers’ debit and credit card usage and earns fees from other services utilized by its customers. Interchange income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as MasterCard. Interchange fees from cardholder transactions represent a percentage of the

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underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange fees are offset with interchange expenses and are presented on a net basis. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, ATM surcharge fees, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Commissions from the sales of insurance and financial products: The Company earns commissions from the sale of wealth management products which primarily consist of commissions received on financial product sales, such as annuities. The Company’s performance obligation is generally satisfied upon the issuance of the financial product. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue. The Company also earns some fees from asset management, which is billed quarterly for services rendered in the most recent period, for which the performance obligation has been satisfied.

SBA consulting fees: The Company earns fees for its consulting services related to the origination of SBA loans. Fees are based on a percentage of the dollar amount of the originated loans and are recorded when the performance obligation has been satisfied.

The Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affect the determination of the amount and timing of revenue from the above-described contracts with customers.

Item 2 - Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition

Recent Developments and Acquisitions

On January 1, 2023, we acquired GrandSouth, a community bank headquartered in Greenville, South Carolina, in an all-stock transaction. The terms of the merger agreement provided that each share of common and preferred stock of GrandSouth issued and outstanding immediately prior to the effective time of the acquisition was converted into 0.91 shares of the Company's common stock. As a result, the Company issued 5,032,834 shares of the Company common stock effective January 1, 2023. In addition, GrandSouth common stock options outstanding at the merger effective time were converted to options to acquire 0.91 shares of the Company's common stock resulting in 542,345 options with an average exercise price of approximately $20.14.

The GrandSouth acquisition contributed $1.02 billion in loans and $1.05 billion in deposits, with eight branches in South Carolina being added to the Company's branch network. The acquisition accomplished the Company's strategic initiative to expand its presence in South Carolina, specifically in the the high-growth markets of the state including Greenville, Charleston and Columbia.

Overview and Highlights at and for Three Months Ended March 31, 2023

We earned net income of $15.2 million, or $0.37 diluted EPS, during the three months ended March 31, 2023 compared to net income of $34.0 million, or $0.95 diluted EPS, for the three months ended March 31, 2022.

As noted above, we acquired GrandSouth on January 1, 2023 which has significantly impacted comparison for the financial periods presented. The primary driver of the reduced earnings for the first quarter of 2023 as compared to the same period last year was the charges associated with the Company's acquisition of GrandSouth, including merger expenses totaling $12.2 million and a one-time loan loss provision of $12.2 million to establish an initial allowance for credit losses for acquired loans in accordance with our CECL model.

Highlights of the results for the quarter are presented below (refer also to additional discussion in the "Results of Operations" and "Financial Condition" sections following).

•Net interest income for the first quarter of 2023 was $92.5 million, a 20.3% increase from the $76.9 million recorded in the first quarter of 2022. The increase in net interest income from the prior year period was driven by higher earning assets related to both the GrandSouth acquisition and organic growth.

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•Net interest margin ("NIM") on a tax-equivalent basis increased in the first quarter of 2023 to 3.31% from 3.21% for the first quarter of 2022 related to the increase in market interest rates driving higher yields on loans and increased loan accretion, which offset higher cost of funds.

•For the three months ended March 31, 2023, the Company recorded $11.5 million in provision for credit losses. This is compared to a provision of $3.5 million for the first quarter of 2022. The amount recorded for the current quarter was directly related to a one-time provision of $12.2 million for non-credit deteriorated loans acquired from GrandSouth, partially offset by fluctuations in our CECL model calculation for loan balance changes and updated economic forecasts during the first quarter of 2023.

•Noninterest income for the three months ended March 31, 2023 decreased $5.7 million, or 29.7%, from the comparable period of 2022 primarily related to lower SBA and mortgage loan sale gains, and lower other gains for 2022 BOLI death benefits.

•Noninterest expense increased $22.7 million, or 44.1%, for the quarter ended March 31, 2023, as compared to the prior year period driven by merger and acquisition costs of $12.2 million, higher intangible amortization, and higher operating expenses in general resulting from the GrandSouth acquisition.

•Total assets at March 31, 2023 amounted to $12.4 billion, a 16.4% increase from December 31, 2022, driven primarily by the acquisition of GrandSouth.

•Total loans amounted to $7.8 billion at March 31, 2023, with acquired balances contributing $1.02 billion and organic growth of $113.7 million, for an annualized growth rate (exclusive of acquired loans) of 5.9% from December 31, 2022.

•Total deposits amounted to $10.4 billion at March 31, 2023, an increase of $1.1 billion from December 31, 2022. Acquired deposits contributed $1.05 billion while organic growth totaled $95.2 million for the quarter, an annualized organic growth rate (exclusive of acquired deposits) of 3.7%.

•Credit quality continued to be strong at March 31, 2023, with decreases in NPAs for the fifth straight quarter. The NPA to total assets ratio declined to 0.25% as of March 31, 2023 from 0.46% for the comparable period of 2022.

•Our liquidity ratio increased to 26.2% at March 31, 2023 and was in excess of 30% when including available off-balance sheet sources.

•We remain well-capitalized by all regulatory standards with a total common equity Tier 1 ratio of 12.53% and total risk-based capital ratio of 14.88%.

Critical Accounting Policies and Estimates

The accounting principles we follow and our methods of applying these principles conform with GAAP and with general practices followed by the banking industry. Certain of these principles involve a significant amount of judgment and may involve the use of estimates based on our best assumptions at the time of the estimation. We have identified the accounting policies discussed below as being more sensitive in terms of judgments and estimates taking into account their overall potential impact to our consolidated financial statements.

The following should be read in conjunction with our significant accounting policies are presented in Note 1 of the 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

Allowance for Credit Losses on Loans and Unfunded Commitments

The ACL represents management’s current estimate of credit losses for the remaining estimated life of financial instruments. We perform periodic and systematic detailed reviews of the loan portfolio to identify trends and to assess the overall collectability of the portfolio. We believe the accounting estimate related to the ACL is a “critical accounting estimate” as: (1) changes in it can materially affect the provision for credit losses and net income; (2) it requires management to predict borrowers’ likelihood or capacity to repay, including evaluation of inherently uncertain future economic conditions; (3) the value of underlying collateral must be estimated on collateral-dependent loans; (4) prepayment activity must be projected to estimate the life of loans that often are shorter than contractual terms; and (5) it requires estimation of a reasonable and supportable forecast period for credit losses. Accordingly, this is a highly subjective process and requires significant judgment since it is difficult to evaluate

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current and future economic conditions in relation to an overall credit cycle and estimate the timing and extent of loss events that are expected to occur prior to the end of a loan’s estimated life.

Our ACL is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses. The ACL is estimated based on loan level characteristics using historical loss rates, a reasonable and supportable economic forecast, and assumptions of probability of default and loss given default. Loan balances considered uncollectible are charged-off against the ACL. There are many factors affecting the ACL, some of which are quantitative, while others require qualitative judgment. Although management believes its process for determining the ACL adequately considers all the potential factors that could potentially result in credit losses, the process includes subjective elements and is susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provision for credit losses could be required that could adversely affect our earnings or financial position in future periods.

PCD loans represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination as of the acquisition date. At acquisition, an allowance on PCD assets is booked directly to the ACL. Any subsequent changes in the ACL on PCD assets is recorded through the provision for credit losses.

We believe that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans as of the balance sheet date. Actual losses incurred may differ materially from our estimates. For example, inflationary pressures and recessionary concerns leading to macroeconomic deterioration of the economy, higher unemployment and declines in real estate and other asset valuations could affect our loss experience and assumptions utilized in our model.

We estimate expected credit losses on unfunded commitments to extend credit over the contractual period in which we are exposed to credit risk on the underlying commitments, unless the obligation is unconditionally cancellable. The allowance for off-balance sheet credit exposures, which is included in "Other liabilities" on the Consolidated Balance Sheets, is adjusted for as an increase or decrease to the provision for unfunded commitments. 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 methodology is based on a loss rate approach that starts with the probability of funding based on historical experience. Similar to methodology discussed above related to the loans receivable portfolio, adjustments are made to the historical losses for current conditions and reasonable and supportable forecasts.

Additional information on the loan portfolio and ACL can be found in the “Nonperforming Assets” and “Allowance for Credit Losses and Loan Loss Experience” sections below.

Business Combinations and Goodwill

We believe that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. Pursuant to applicable accounting guidance, we recognize assets acquired, including identified intangible assets, and the liabilities assumed in acquisitions at their fair values as of the acquisition date, with the related transaction costs expensed in the period incurred. Specified items such as acquired operating lease assets and liabilities as lessee, employee benefit plans, and income-tax related balances are recognized in accordance with accounting guidance that results in measurements that may differ from fair value. Determining the fair value of assets acquired and liabilities assumed often involves estimates based on internal or third-party valuations which include appraisals, discounted cash flow analysis, or other valuation techniques that may include estimates of attrition, inflation, asset growth rates, discount rates, credit risk, multiples of earnings, or other relevant factors. The determination of fair value may require us to make point-in-time estimates about discount rates, future expected cash flows, market conditions, and other future events that can be volatile in nature and challenging to assess. While we use the best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement.

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangibles which represents the estimated value of the long-term deposit relationships acquired in the transaction. Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions: customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates. The core deposit intangibles are amortized over the estimated useful lives of the deposit accounts based on a method that we believe reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for

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reasonableness and have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization. We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.

The ACL for PCD assets is recognized within business combination accounting with no initial impact to net income. Changes in estimates of expected credit losses on PCD loans after acquisition are recognized as provision expense (or reversal of provision expense) in subsequent periods as they arise. The ACL for non-PCD assets is recognized as provision expense in the same reporting period as the business combination. Estimated loan losses for acquired loans are determined using methodologies and applying estimates and assumptions that were described previously in the "Allowance for Credit Losses on Loans" foregoing section.

Non-PCD loans acquired are generally estimated at fair value using a discounted cash flow approach with assumptions of discount rate, remaining life, prepayments, probability of default, and loss given default. The actual cash flows on these loans could differ materially from the fair value estimates. The amount we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans. Discounts on acquired non-PCD loans are accreted to interest income over their estimated remaining lives, which may include prepayment estimates in certain circumstances.

Similarly, premiums or discounts on acquired debt are accreted or amortized to interest expense over their remaining lives. Actual accretion or amortization of premiums and discounts from a business acquisition may differ materially from our estimates impacting our operating results.

Goodwill arising from business combinations represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. At each reporting date between annual goodwill impairment tests, we consider potential indicators of impairment. During three months ended March 31, 2023, there were no triggers warranting interim impairment assessments and for the 2022 annual assessment, we concluded that it was more likely than not that the fair value exceeded its carrying value.

Current Accounting Matters

See Note 1 to the Consolidated Financial Statements for information about recently announced or adopted accounting standards.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income is our largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds). Changes in the net interest income are the result of changes in volume and the net interest spread which affects NIM. Volume refers to the average dollar levels of interest-earning assets and interest-bearing liabilities. Net interest spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. NIM refers to net interest income divided by average interest-earning assets and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities. Net interest income is also influenced by external factors such as local economic conditions, competition for loans and deposits, and market interest rates.

Net interest income for the three months ended March 31, 2023 amounted to $92.5 million, an increase of $15.6 million, or 20.3%, from the $76.9 million recorded in the first quarter of 2022. The increase was primarily driven by higher average earning assets from both the GrandSouth acquisition and organic growth.

Also contributing to the higher net interest income was the increase in our NIM which, on tax-equivalent basis, increased from 3.21% for the first quarter of 2022 to 3.31% for the three months ended March 31, 2023. For

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internal purposes, we evaluate our NIM on a tax-equivalent basis by adding the tax benefit realized from tax-exempt loans and securities to reported interest income then dividing by total average earning assets. We believe that analysis of NIM on a tax-equivalent basis is useful and appropriate because it allows a comparison of net interest income in different periods without taking into account the different mix of taxable versus non-taxable loans and investments that may have existed during those periods. The following is a reconciliation of reported net interest income to tax-equivalent net interest income and the resulting NIM as reported and on a tax-equivalent basis.


($ in thousands)	Three Months Ended March 31,
	2023			2022
Net interest income, as reported	$	92,486		76,878
Tax-equivalent adjustment	700			697
Net interest income, tax-equivalent	$	93,186		77,575
Net interest margin, as reported	3.28		%	3.18	%
Net interest margin, tax-equivalent	3.31		%	3.21	%

Overall, as demonstrated in the table below, higher earning asset volumes, arising from both organic growth and the GrandSouth acquisition, combined with an expansion in NIM, drove the increase in net interest income.

•Market interest rates increased 450 basis points between March 2022 and March 2023 to result in an average prime rate of 7.69% for three months ended March 31, 2023 compared to 3.29% for the prior year period.

•Average loan volumes for the three months ended March 31, 2023 were $1.7 billion higher than the same period in 2022. In addition to higher volumes arising from both the GrandSouth acquisition and organic growth, interest rates on loans increased 92 basis points to 5.22% for the first quarter of 2023, resulting in an increase in loan interest income of $35.2 million.

•Primarily due to higher market rates and increased average balances related in large part to the GrandSouth acquisition, deposit interest expense for the three months ended March 31, 2023 increased $17.1 million compared to the same period in 2022. Average interest-bearing deposit balances increased $643.2 million while rates on those deposits increased 107 basis points as compared to the same period in the prior year.

•The combination of higher rates on borrowings, up 257 basis points in the first quarter of 2023 from the first quarter of 2022 due to increasing market rates, and the increase in volume of borrowings between periods drove the $5.3 million increase in interest expense for this category. Average borrowings increased $371.2 million in the first quarter of 2023 due in large part to the higher levels of short-term borrowings utilized as needed to fund loan growth and manage fluctuations in deposit balances.

•The increase in NIM was directly related to higher loan yields from market rate increases and improved pricing on new loans, combined with increased loan discount accretion which offset the higher cost of funds between the comparative periods.

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The following table presents an analysis of net interest income for the three months ended March 31, 2023 and 2022:


Average Balances and Net Interest Income Analysis
	For the Three Months Ended March 31,
	2023						2022
($ in thousands)	Average Volume		Average Rate		Interest Earned or Paid		Average Volume		Average Rate		Interest Earned or Paid
Assets
Loans (1) (2)	$	7,728,425	5.22	%	$	99,380	$	6,051,487	4.30	%	$	64,202
Taxable securities	3,022,398		1.80	%	13,416		2,995,377		1.79	%	13,210
Non-taxable securities	298,842		1.53	%	1,130		288,468		1.47	%	1,048
Short-term investments, primarily interest-bearing cash	379,124		3.47	%	3,248		478,861		0.55	%	649
Total interest-earning assets	11,428,789		4.16	%	117,174		9,814,193		3.27	%	79,109

Cash and due from banks	95,041						115,748
Premises and equipment	151,211						135,990
Other assets	367,257						498,488
Total assets	$	12,042,298					$	10,564,419

Liabilities
Interest-bearing checking	$	1,526,650	0.23	%	$	866	$	1,576,323	0.06	%	$	224
Money market deposits	2,974,478		1.47	%	10,814		2,606,133		0.13	%	853
Savings deposits	728,918		0.07	%	129		721,911		0.06	%	108
Other time deposits	884,668		2.55	%	5,553		545,309		0.18	%	245
Time deposits >$250,000	313,377		2.01	%	1,556		335,240		0.41	%	341
Total interest-bearing deposits	6,428,091		1.19	%	18,918		5,784,916		0.12	%	1,771
Borrowings	438,556		5.34	%	5,770		67,381		2.77	%	460
Total interest-bearing liabilities	6,866,647		1.46	%	24,688		5,852,297		0.15	%	2,231

Noninterest-bearing checking	3,788,817						3,435,437
Other liabilities	113,399						66,563
Shareholders’ equity	1,273,435						1,210,122
Total liabilities and shareholders’ equity	$	12,042,298					$	10,564,419

Net yield on interest-earning assets and net interest income			3.28	%	$	92,486			3.18	%	$	76,878
Net yield on interest-earning assets and net interest income – tax-equivalent (3)			3.31	%	$	93,186			3.21	%	$	77,575

Interest rate spread			2.70	%					3.17	%

Average prime rate			7.69	%					3.29	%

(1) Average loans include nonaccruing loans, the effect of which is to lower the average rate shown. Interest earned includes recognized net loan fees, including late fees, prepayment fees, and deferred loan fee amortization in the amounts of $0.4 million, and $1.4 million for three months ended March 31, 2023 and 2022, respectively.

(2) Includes accretion of discount on acquired and SBA loans of $3.6 million and $2.3 million for three months ended March 31, 2023 and 2022, respectively.

(3) Includes tax-equivalent adjustments of $0.7 million and $0.7 million for three months ended March 31, 2023 and 2022, respectively, to reflect the tax benefit that we receive related to tax-exempt securities and tax-exempt loans, which carry interest rates lower than similar taxable investments/loans due to their tax-exempt status. This amount has been computed assuming a 23% tax rate and is reduced by the related nondeductible portion of interest expense.

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Our NIM for all periods benefited from net accretion income, primarily associated with purchase accounting discounts on loans, and premiums/discounts on deposits and borrowings associated with acquisitions. Presented in the table below is the amount of purchase accounting adjustments which impacted net interest income in each time period presented.


	Three Months Ended March 31,
($ in thousands)	2023		2022
Interest income – increased by accretion of loan discount on acquired loans	$	3,118	1,671
Interest income - increased by accretion of loan discount on retained SBA loans	448		667
Total interest income impact	3,566		2,338
Interest expense – (increased) reduced by (discount accretion) premium amortization of acquired deposits	(1,019)		234
Interest expense – increased by discount accretion of acquired borrowings	(82)		(73)
Total net interest expense impact	(1,101)		161
Total impact on net interest income	$	2,465	2,499

The increase in loan discount accretion on acquired loans for the three months ended March 31, 2023 as compared to the same period in the prior year was related to the GrandSouth acquisition which added $23.9 million in accretable discount. Generally, the level of loan discount accretion will decline each year due to the natural paydowns in acquired loan portfolios. At March 31, 2023 and 2022, unaccreted loan discount on purchased loans amounted to $32.4 million and $15.6 million, respectively.

In addition to the loan discount accretion recorded on acquired loans, we recorded accretion on the discounts associated with the retained unguaranteed portions of SBA loans sold in the secondary market. The level of SBA loan discount accretion will vary relative to fluctuations in the SBA loan portfolio. At March 31, 2023 and 2022, the unaccreted loan discount on SBA loans amounted to $4.0 million and $6.0 million, respectively.

Provision for Credit Losses and Provision for Unfunded Commitments

The provisions for credit losses represents our current estimate of life of loan credit losses in the loan portfolio and unfunded loan commitments. Our estimate of credit losses is determined using a complex model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses. The provision for unfunded commitments represents expected losses on unfunded loan commitments that are expected to result in outstanding loan balances. The allowance for unfunded commitments is included in "Other liabilities" in the Consolidated Balance Sheets.

The amount of provision recorded in each period was the amount required such that the total ACL reflected the appropriate balance as determined under CECL. Effective January 1, 2023, a one-time loan loss provision of $12.2 million was recorded to establish an initial ACL for non-PCD loans acquired from GrandSouth in accordance with our CECL model. This was the primary contributor to the provision for the three months ended March 31, 2023 which totaled $11.5 million, with the difference related to reversals during the quarter resulting from updated economic forecast inputs driving lower loss rate assumptions, primarily due to slightly improved unemployment and GDP forecasts for the first quarter of 2023. This is compared to a total provision of $3.5 million for the three months ended March 31, 2022 based on the CECL model related to loan growth for that period and changes in economic forecasts in the model.

In addition, a $1.1 million provision for unfunded commitments was recorded for the three months ended March 31, 2023, related primarily to the initial reserve for unfunded commitments of $1.9 million required for the GrandSouth acquisition. There was a $1.5 million reversal of provision for unfunded commitments for the three months ended March 31, 2022 related primarily to fluctuations in commitment levels.

Additional discussion of our asset quality and credit metrics, which impact our provision for credit losses, is provided in the "Nonperforming Assets" and "Allowance for Credit Losses and Loan Loss Experience" sections following.

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Noninterest Income

Our noninterest income amounted to $13.5 million and $19.3 million for the three months ended March 31, 2023 and 2022, respectively. Included in noninterest income were nonrecurring amounts totaling $0.2 million and $1.6 million in other gains for the three months ended March 31, 2023 and 2022, respectively.

The following table presents the primary components of noninterest income. The drivers of larger fluctuations between periods are discussed below the table.


	For the Three Months Ended March 31,
($ in thousands)	2023		2022
Service charges on deposit accounts	$	3,894	3,541
Other service charges and fees - bankcard interchange income, net	2,582		4,711
Other service charges and fees - other	3,338		2,294
Fees from presold mortgage loans	406		1,121
Commissions from sales of financial products	1,306		945
SBA consulting fees	521		780
SBA loan sale gains	255		3,261
Bank-owned life insurance ("BOLI") income	1,046		976
Other gains, net	188		1,622
Noninterest income	$	13,536	19,251

Service charges on deposit accounts increased $0.4 million, or 10.0%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. The increase was driven by the higher number of new customers and transaction accounts generating fees from both organic growth and the GrandSouth acquisition. Partially offsetting the growth as compared to the prior year period was lower NSF charges as the Company discontinued charging consumers for this service effective February 1, 2023.

Other service charges and fees - bankcard interchange income, net represents interchange income from debit and credit card transactions, net of associated interchange expense, and decreased $2.1 million, or 45.2%, for the three months ended March 31, 2023 as compared to the prior year period. The decrease is a result of the Durbin Amendment limitation on debit card interchange fees becoming applicable to the Company in mid-2022.

Other service charges and fees - other includes items such as SBA guarantee servicing fees and related servicing rights amortization, ATM charges, wire transfer fees, safety deposit box rentals, fees from sales of personalized checks, and check cashing fees. The increase in this line item for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 of $1.0 million, or 45.5%, was primarily due to the GrandSouth acquisition and the resulting growth in the number of accounts and related transaction activity, as well as increases in the Bank's organic deposit base.

Fees from presold mortgage loans amounted to $0.4 million for the three months ended March 31, 2023, a decline of $0.7 million, or 63.8%, from the same time period in 2022. The decrease was due to the general increase in market interest rates starting in 2022 which have resulted in continued lower volumes of home mortgage refinancings and new originations into 2023.

SBA loan sale gains decreased $3.0 million, or 92.2%, for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The decrease was related to slower loan originations and the lower premiums available on SBA loan sales given the current market interest rates, resulting in the Company retaining a higher percentage of originations in the first quarter of 2023.

Other gains, net for the first quarter of 2022 consisted primarily of death benefits realized on BOLI policies and the execution of loans held for sale during the quarter. There were no large or unusual transactions in the first quarter of 2023 giving rise to gains or losses.

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Noninterest Expenses

Noninterest expenses totaled $74.2 million and $51.5 million for the three months ended March 31, 2023 and 2022, respectively. Included in noninterest expenses were nonrecurring merger and acquisition costs totaling $12.2 million and $3.5 million for the three months ended March 31, 2023 and 2022, respectively. The following table presents the primary components of noninterest expenses:


	For the Three Months Ended March 31,
($ in thousands)	2023		2022
Salaries	$	29,321	23,454
Employee benefits	6,393		5,578
Total personnel expense	35,714		29,032
Occupancy expense	3,688		3,384
Equipment related expenses	1,379		1,304
Merger and acquisition expenses	12,182		3,484
Amortization of intangible assets	2,145		1,017
Credit card rewards and other bankcard expenses	1,119		1,243
Telephone and data lines	995		935
Software costs	2,170		1,574
Data processing expense	2,412		2,101
Professional fees	1,450		871
Advertising and marketing expense	1,120		911
Non-credit losses	865		602
Deposit related expenses	413		409
Foreclosed property losses (gains), net	(35)		(80)
Other operating expenses	8,558		4,678
Total	$	74,175	$	51,465

In general, the 44.1% increase in noninterest expenses was driven by merger and acquisition expenses of $12.2 million and higher intangible amortization, which increased $1.1 million as a result of the GrandSouth acquisition, and additional core deposit intangibles added. The primary factors driving the remaining increases between the periods included:

•Higher salary and benefit expenses, up $6.7 million related primarily to the eight acquired GrandSouth branch locations and related branch and support personnel. Also contributing to the increase is the filling of numerous existing vacant positions starting in the fourth quarter of 2022.

•A one-time charge of $2.4 million, included in "other operating expenses", for the estimated termination costs associated with the Company's pension plan which we anticipate exiting during the fourth quarter of 2023.

•Increases in the first quarter of 2023 for data processing, professional fees, software expense, and advertising, as well as FDIC insurance, travel and training (all included in "other operating expenses") related to the GrandSouth acquisition, including the transition of new customers and overlapping pre-conversion costs associated with the core processing system prior to the full system integration late in the quarter.

Income Taxes

We recorded income tax expense of $4.2 million for the three months ended March 31, 2023 and $8.7 million for the three months ended March 31, 2022. Our effective tax rate increased to 21.6% from 20.4% for the three months ended March 31, 2023 and 2022, respectively. The increase in effective tax rate between quarterly periods was attributable primarily to the merger and acquisition expenses which were non-deductible for tax purposes, thus increasing our federal taxable income in the current period.

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FINANCIAL CONDITION

Total assets at March 31, 2023 amounted to $12.4 billion, a $1.7 billion, or 16.4%, increase from December 31, 2022 due in large part to the GrandSouth acquisition, combined with organic loan and deposit growth during the quarter.

Total loans at March 31, 2023 amounted to $7.8 billion, a $1.1 billion, or 17.0%, increase from December 31, 2022 related primarily to the GrandSouth acquisition which contributed $1.02 billion to the increase. Organic growth (exclusive of acquired loans) amounted to $113.7 million for the first quarter of 2023 or an annualized growth rate of 5.9%. The mix of our loan portfolio remained substantially the same at March 31, 2023 compared to December 31, 2022. The majority of our real estate loans were personal and commercial loans where real estate provides additional security for the loan. Note 4 to the consolidated financial statements presents additional detailed information regarding our mix of loans. We have no notable concentrations in geographies or industries, including in office or hospitality categories.

The composition of our investment portfolio remained substantially the same as at December 31, 2022, and continues to reflect our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of income. The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits. Total investment securities decreased $26.1 million from December 31, 2022 to total $2.8 billion at March 31, 2023 due in large part to the utilization of cash flows from amortizing securities to fund loan growth. Unrealized losses on available for sale securities improved $35.3 million during the quarter ended March 31, 2023. Note 3 to the consolidated financial statements presents additional detailed information regarding our mix of investments and the unrealized losses for each category.

We invest primarily in securities issued by GSEs including FHLMC, FNMA, GNMA, and SBA, each of which guarantees the repayment of the securities. Nearly all of our mortgage-backed securities are issued by GSEs and are traded in liquid secondary markets. The state and local government investments are comprised almost entirely of highly-rated municipal bonds issued by state and local governments throughout the nation. We have no significant concentration of bond holdings from one state or local government entity. We have evaluated the unrealized losses on individual securities at March 31, 2023 and determined them to be of a temporary nature due primarily to interest rate factors and not credit quality concerns. In arriving at this conclusion, we reviewed third-party credit ratings and considered the severity of the impairment.

Total deposits amounted to $10.4 billion at March 31, 2023, an increase of $1.1 billion, or 12.4%, from December 31, 2022. The primary driver of this increase was the GrandSouth acquisition, which contributed $1.05 billion to the growth. Organic growth (exclusive of acquired loans) amounted to $95.2 million for the first quarter of 2023 or an annualized growth rate of 3.7%. We continue to have a diversified and granular deposit base which has remained stable with continued growth in core deposits, primarily noninterest-bearing checking accounts and money market accounts. As of March 31, 2023, the estimated total insured or collateralized deposits were approximately 69% of our total deposits.

Our deposit mix has remained fairly consistent historically and has not significantly changed with the addition of GrandSouth as presented in the table below. There has been no notable shift in deposits from noninterest-bearing to interest-bearing during the quarter other than from the acquired deposits driving a moderate change in mix.


	March 31, 2023				December 31, 2022
($ in thousands)	Amount		% of Total		Amount	% of Total
Noninterest-bearing checking accounts	$	3,763,637	36	%	3,566,003	39	%
Interest-bearing checking accounts	1,526,333		15	%	1,514,166	16	%
Money market accounts	3,126,571		30	%	2,416,146	26	%
Savings accounts	705,669		7	%	728,641	8	%
Other time deposits	624,444		6	%	464,343	5	%
Time deposits >$250,000	342,447		3	%	276,319	3	%
Total customer deposits	10,089,101		97	%	8,965,618	97	%
Brokered deposits	283,497		3	%	261,911	3	%
Total deposits	$	10,372,598	100	%	9,227,529	100	%

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Nonperforming Assets

NPAs are defined as nonaccrual loans, modifications to borrowers in financial distress, loans past due 90 or more days and still accruing interest, foreclosed real estate, and prior to the adoption of ASU 2022-02, accruing TDRs. NPAs are summarized as follows:


($ in thousands)	March 31, 2023			December 31, 2022
Nonperforming assets
Nonaccrual loans	$	28,059		28,514
Modifications to borrowers in financial distress	2,224			—
TDRs – accruing	—			9,121
Total nonperforming loans	30,283			37,635
Foreclosed real estate	789			658
Total nonperforming assets	$	31,072		38,293

Asset Quality Ratios
Nonaccrual loans to total loans	0.36		%	0.43	%
Nonperforming loans to total loans	0.39		%	0.56	%
Nonperforming assets to total loans and foreclosed properties	0.40		%	0.57	%
Nonperforming assets to total assets	0.25		%	0.36	%
Allowance for credit losses to nonaccrual loans	379.19		%	319.03	%
Allowance for credit losses to nonperforming loans	351.34		%	241.71	%

As shown in the table above, NPAs decreased from December 31, 2022 to March 31, 2023. The decline was due in part to the Company's adoption of ASU 2022-02 which eliminated the accounting for TDRs and replaced it with disclosures of loan modifications for borrowers experiencing financial difficulty. At March 31, 2023, total nonaccrual loans amounted to $28.1 million, compared to $28.5 million at December 31, 2022. "Real estate mortgage - commercial and other" is the largest category of nonaccrual loans, at $12.2 million, or 43.3%, of total nonaccrual loans, followed by "Commercial, financial, and agricultural" at $10.8 million, or 38.4%, of total nonaccrual loans. Included in those categories are nonaccrual SBA loans totaling $15.0 million at March 31, 2023, or 53.4%, of total nonaccrual loans, that have $5.8 million in guarantees from the SBA.

As reflected in Note 4 to the accompanying consolidated financial statements, total classified loans increased 5.3% to $51.1 million at March 31, 2023 compared to $48.5 million at December 31, 2022. Special mention loans increased 15.3% from $39.0 million at December 31, 2022 to $44.9 million at March 31, 2023. The majority of the increase was attributable to commercial real estate loans acquired from GrandSouth.

Allowance for Credit Losses and Loan Loss Experience

Our ACL is based on the total amount of loan losses that are expected over the remaining life of the loan portfolio. Our estimate of credit losses on loans is determined using a complex model that relies on reasonable and supportable forecasts and historical loss information to determine the balance of the ACL and resulting provision for credit losses. The ACL is measured on a collective pool basis when similar risk characteristics exist based primarily on discounted cash flows computed for each loan in a pool based on its individual characteristics. When we determine that foreclosure is probable or when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. We have reviewed the collateral for our nonperforming assets, including nonaccrual loans, and have included this review among the factors considered in the evaluation of the ACL.

We have no foreign loans and do not engage in significant lease financing or highly leveraged transactions. Commercial loans are diversified among a variety of industries. The majority of our real estate loans are primarily

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personal and commercial loans where real estate provides additional security for the loan. Collateral for virtually all of these loans is located within our principal market area.

Fluctuations in the ACL each period are based on loan mix and growth, changes in the levels of nonperforming loans, economic forecasts impacting loss drivers, other assumptions and inputs to the CECL model, and as occurred in 2023, adjustments for acquired loan portfolios. Our ACL increased $15.4 million at March 31, 2023, as compared to year end, to a total of $106.4 million. The increase was driven by the acquisition of GrandSouth as discussed previously in the "Provision for Credit Losses" section above and in Note 4 to the accompanying consolidated financial statements. Purchase accounting adjustments included a "Day 1" ACL of $5.6 million recorded for PCD loans and an initial "Day 2" provision for loan losses of $12.2 million related to non-PCD loans in the GrandSouth portfolio. The balance of the change in the ACL was primarily a result of updated economic forecast inputs to our CECL model driving lower loss rate assumptions, primarily due to slightly improved unemployment and GDP forecasts.

For the periods indicated, the following table summarizes our balances of loans outstanding, average loans outstanding, ACL, charge-offs and recoveries, and key ratios:


Loan Ratios, Loss and Recovery Experience
($ in thousands)	Three Months Ended March 31, 2023			Twelve Months Ended December 31, 2022		Three Months Ended March 31, 2022
Loans outstanding at end of period	$	7,798,963		6,665,145		6,064,698
Average amount of loans outstanding	7,728,425			6,293,280		6,051,487
Allowance for credit losses, at period end	106,396			90,967		82,069

Total charge-offs	(2,621)			(4,465)		(1,043)
Total recoveries	989			4,043		823
Net charge-offs	$	(1,632)		(422)		(220)

Ratios:
Net charge-offs as a percent of average loans (annualized)	0.09		%	0.01	%	0.01	%
Allowance for credit losses as a percent of loans at end of period	1.36		%	1.36	%	1.35	%
Recoveries of loans previously charged-off as a percent of loans charged-off	37.73		%	90.55	%	78.91	%

Allowance for Unfunded Commitments

In addition to the ACL on loans, we maintain an allowance for lending-related commitments such as unfunded loan commitments. We estimate expected credit losses associated with these commitments over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable. The allowance for lending-related commitments on off-balance sheet credit exposures is adjusted as a provision for unfunded commitments expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

For the three months ended March 31, 2023, we recorded a provision for unfunded commitments of $1.1 million, which includes an initial provision of $1.9 million for the acquisition of GrandSouth and a provision reversal of $0.9 million related to fluctuations in the levels and mix of outstanding loan commitments. For the comparable period of 2022, a reversal of $1.5 million provision for unfunded commitments was required related to lower levels of unfunded commitments for the period. The allowance for unfunded commitments of $14.4 million and $13.3 million at March 31, 2023 and December 31, 2022, respectively, is classified on the balance sheet within "Other liabilities."

We believe the ACL is adequate at each period end presented. It must be emphasized, however, that the determination of the allowances using our procedures and methods rests upon various judgments and assumptions about economic conditions and other factors affecting loans. No assurance can be given that we will not in any particular period sustain loan losses that are sizable in relation to the amounts reserved or that subsequent evaluations of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes

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in the ACL or future charges to earnings. See “Critical Accounting Policies – Allowance for Credit Losses on Loans and Unfunded Commitments” in Note 1 to the 2022 Annual Report on Form 10-K filed with the SEC for more information.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review our ACL and value of other real estate. Such agencies may require us to recognize adjustments to the allowance or the carrying value of other real estate based on their judgments about information available at the time of their examinations.

Liquidity, Commitments, and Contingencies

Our liquidity is determined by our ability to convert assets to cash or acquire alternative sources of funds to meet the needs of our customers who are withdrawing or borrowing funds, and to maintain required reserve levels, pay expenses and operate the Company on an ongoing basis. Our primary liquidity sources are net income from operations, cash and due from banks, federal funds sold and other short-term investments. Our securities portfolio is comprised almost entirely of readily marketable securities, which could also be sold to provide cash. In addition, we have available lines of credit from the FHLB and Federal Reserve, as well as federal funds lines from several correspondent banks which are summarized below.

At March 31, 2023, the Company had three sources of readily available borrowing capacity:

•An approximately $862.1 million line of credit with the FHLB (of which $506.8 million and $221.8 million were outstanding at March 31, 2023 and December 31, 2022, respectively);

•Federal funds lines with several correspondent banks totaling $265.0 million (of which none were outstanding at March 31, 2023 or December 31, 2022); and

•An approximately $166.2 million line of credit through the Federal Reserve's discount window (of which none was outstanding at March 31, 2023 or December 31, 2022).

Our overall liquidity increased slightly from December 31, 2022 with our liquidity ratio of 26.2% at March 31, 2023. We define our liquidity ratio as net liquid assets (cash, unpledged securities and other marketable assets) as a percentage of our net liabilities (unpledged deposits and borrowings). Our total liquidity ratio, including the $786.4 million in available lines of credit at quarter end was 30.5% as of March 31, 2023. We have identified approximately $980 million in commercial real estate loans which are eligible to be pledged to the FHLB and will provide us additional availability under that line of credit. Also, we have investment securities which we can pledge at either the Federal Reserve or the FHLB to increase our borrowing capacity. We believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future.

The amount and timing of our contractual obligations and commercial commitments have not changed materially since December 31, 2022, the detail of which is presented in the Contractual Obligations and Other Commercial Commitments table of our 2022 Annual Report on Form 10-K. In addition, we are not involved in any legal proceedings that, in our opinion, could have a material effect on our consolidated financial position.

Off-Balance Sheet Arrangements and Derivative Financial Instruments

Off-balance sheet arrangements include transactions, agreements, or other contractual arrangements pursuant to which we have obligations or provide guarantees on behalf of an unconsolidated entity. We have no off-balance sheet arrangements of this kind other than letters of credit and repayment guarantees associated with our trust preferred securities.

Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics. We have not engaged in significant derivative activities through March 31, 2023, and have no current plans to do so.

Capital Resources

The Company is regulated by the Federal Reserve and is subject to the securities registration and public reporting regulations of the SEC. Our banking subsidiary is also regulated by the Federal Reserve and the North Carolina Office of the Commissioner of Banks. We must comply with regulatory capital requirements established by the

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Federal Reserve. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial statements. We are not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

Under Basel III standards and capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The capital standards require us to maintain minimum ratios of “common equity tier 1” capital to total risk-weighted assets, “tier 1” capital to total risk-weighted assets, and total capital to risk-weighted assets of 4.50%, 6.00% and 8.00%, respectively. Common equity tier 1 capital is comprised of common stock and related surplus, plus retained earnings, and is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. Tier 1 capital is comprised of common equity tier 1 capital plus "additional tier 1 capital", which includes non-cumulative perpetual preferred stock and trust preferred securities. Total risk-based capital is comprised of tier 1 capital plus qualifying subordinated debentures, and certain adjustments, the largest of which is our ACL and reserve for unfunded commitments. The Company has elected to exclude accumulated other comprehensive income ("AOCI") related primarily to available for sale securities from common equity tier 1 capital. Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in Federal Reserve regulations.

In addition to the risk-based capital requirements described above, we are subject to a leverage capital requirement, which calls for a minimum ratio of Tier 1 capital (as defined above) to quarterly average total assets of 3.00% to 5.00%, depending upon the institution’s composite ratings as determined by its regulators. The Federal Reserve has not advised us of any requirement specifically applicable to us.

At March 31, 2023, our capital ratios exceeded the regulatory minimum ratios discussed above. The decrease in total risk-based capital at March 31, 2023 as compared to year end is related primarily to asset growth and the GrandSouth acquisition. The following table presents the capital ratios for the Company and the regulatory minimums discussed above for the periods indicated:


	March 31, 2023		December 31, 2022
Risk-based capital ratios:
Common equity Tier 1 to Tier 1 risk weighted assets	12.53	%	13.02	%
Minimum required Common Equity Tier 1 capital	7.00	%	7.00	%

Tier I capital to Tier 1 risk weighted assets	13.32	%	13.83	%
Minimum required Tier 1 capital	8.50	%	8.50	%

Total risk-based capital to Tier II risk weighted assets	14.88	%	15.09	%
Minimum required total risk-based capital	10.50	%	10.50	%

Leverage capital ratio:
Tier 1 capital to quarterly average total assets	10.28	%	10.51	%
Minimum required Tier 1 leverage capital	4.00	%	4.00	%

The Bank is also subject to capital requirements that do not vary materially from the Company’s capital ratios presented above. At March 31, 2023, the Bank exceeded the minimum ratios established by the regulatory authorities.

In additional the the regulatory capital requirements, we monitor the Company's tangible common equity ratio which is a non-GAAP measurement calculated as total capital less intangible assets, as a percent of total assets net of intangible assets. AOCI is included in the Company’s tangible common equity to tangible assets ratio which was 6.60% at March 31, 2023, an increase of 21 basis points from December 31, 2022. AOCI at March 31, 2023 improved $27.9 million compared to year end reflecting the reduction in unrealized loss on available for sale securities resulting from the favorable impact of interest rate changes during the first quarter.

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Company’s market risk is composed primarily of interest rate risk inherent in the normal course of lending and deposit-taking activities. We are also exposed to market risk in our investing activities. We do not have any trading assets or activities.

Interest Rate Risk

Net interest income is our most significant component of earnings and we consider interest rate risk to be our most significant market risk. Our goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates of the underlying assets and liabilities do not change at the same speed, to the same extent or on the same basis.

Interest rate risk is monitored through the use of three complementary modeling tools: static gap analysis, earnings simulation modeling, and economic value simulation (net present value estimation). Each of these models measures changes in a variety of interest rate scenarios. While each of the interest rate risk models has limitations, taken together they represent a reasonably comprehensive view of the magnitude of our interest rate risk, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships. Static gap, which measures aggregate repricing values, is less utilized because it only measures the magnitude of the timing differences and does not address repricing lags, market influences, or management actions. Earnings simulation and economic value models, which more effectively measure the cash flow and optionality impacts, are utilized by management on a regular basis and are discussed further below. From the various model results and our expectations regarding future interest rate movements, the national, regional and local economies, and other financial and business risk factors, we quantify the overall magnitude of interest sensitivity risk and then determine appropriate strategies and practices governing asset growth and pricing, funding sources and pricing, and off-balance sheet commitments.

Earnings Simulation Analysis

We use net interest income simulations which measure the short-term earnings exposure from changes in market rates of interest. The model calculates an earnings estimate based on current and projected balances and rates, incorporating our current financial position with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. This method is subject to the accuracy of the assumptions that underlie the process, but it provides a better analysis of the sensitivity of earnings to changes in interest rates than other analyses, such as the static gap analysis.

Assumptions used in the model are derived from historical trends and management’s outlook. The model assumes a static balance sheet with cash flows reinvested in similar instruments to maintain the balance sheet levels and current composition. Actual cash flows and repricing characteristics for our balance sheet instruments are input to the model. The model incorporates market-based assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities. Because these assumptions are inherently uncertain, actual results may differ from simulated results.

Different interest rate scenarios and yield curves are used to measure the sensitivity of earnings to changing interest rates in both a "shocked" instantaneous move and a "ramped" move of rates. Interest rates on different asset and liability accounts move differently when the prime rate changes and such assumptions are reflected in the different rate scenarios. The model does not take into account any future actions that management may take to mitigate the impact of interest rate changes, and it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk.

There has been no significant change in the Company's estimated net interest income sensitivity position from December 31, 2022. From a net interest income perspective, the Company has been fairly neutral historically with no significant change in the short-term (within a 12-month period) and within the lower ranges (+ - 100-200 basis points) of interest rate changes. Starting in 2022, the Company's sensitivity position shifted somewhat such that, in the short-term it is projected that net interest income will likely be essentially flat or fall in both a rising and falling

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rate environment. This position is due in part to the changing market characteristics of certain loan and deposit products as well as to the shift in the yield curve. The rapid rate increases in 2022 resulted in a steepening of the yield curve on the short end (within 1 year), while the longer end of the curve has inverted between 1 and 10 years, meaning that the yield on short-term instruments (less than 1 year) are higher than longer-term instruments (10 years). A flat or inverted interest rate curve is an unfavorable interest rate environment for many financial institutions, including the Bank, as short-term interest rates generally drive our deposit pricing and longer-term interest rates generally drive loan pricing. When these rates converge or invert, the profit spread we realize between loan yields and deposit rates narrows, which pressures our NIM.

With regard to rising rates, with an immediate increase or shock in market rates over the short-term (12-month horizon), we would expect to realize a decline in net interest income, although not to the extent projected in a declining rate environment. This is due in part to the composition of our loan portfolio which is comprised of 20% variable rate loans which could immediately reprice, thus limiting the magnitude of the impact of rate increases given that the majority of our portfolio is at fixed rates. In addition, the model includes an assumption of a quick repricing up of the funding base in a rising rate environment, and our recent shift to higher-cost brokered deposits and short-term borrowings in our funding mix has lead to a narrowing of the interest rate spread in the projection. As previously noted, these assumptions are inherently uncertain, and actual results may differ from simulated results. While we believe rates may continue to increase in 2023 at a slower pace than in the prior year, there is a possibility that the Federal Reserve may start to reduce rates later in the year or in 2024. We would expect net interest income to decline in a decreasing interest rate environment, as interest-earning assets reprice to lower rates and interest-bearing deposits repricing may lag given continued market competition for deposits.

Economic Value Simulation

Economic value simulation is used to calculate the estimated fair value of assets and liabilities over different interest rate environments. Economic values are calculated based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate environments is an indication of the longer-term earnings capability of the balance sheet. The same assumptions are used in the economic value simulation as in the earnings simulation. The economic value simulation uses instantaneous rate shocks to the balance sheet.

As of December 31, 2022, the Company’s economic value of equity ("EVE") was generally liability sensitive in a rising interest rate environment and there has been no significant change in our EVE position from year end. The increase in EVE exposure to rising rates which occurred starting in 2022 is primarily due to the composition of the consolidated balance sheets combined with the pricing characteristics and assumptions of certain deposits. Specifically, starting in 2022, non-maturity deposits, generally with lower betas, have decreased and were replaced with short-term FHLB advances and short-term brokered deposits.

Inflation

Our financial statements have been prepared in accordance with GAAP, which requires the financial position and operating results to be measured principally in terms of historic dollars without considering the change in the relative purchasing power of money over time due to inflation.

Nearly all of the Company’s assets and liabilities are monetary in nature, and as such, changes in interest rates (as discussed above) generally affect the financial condition of the Company to a greater degree than changes in the rate of inflation. Although interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Inflation affects the Company’s results of operations mainly through increased operating costs, and the impact of inflation on banks in general is normally not as significant as its influence on those businesses that have large investments in plant and inventories. We review pricing of our products and services, as well as our controllable operating and labor costs in light of current and expected costs due to inflation, to mitigate the inflationary impact on financial performance to the extent possible.

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Item 4 – Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, which are our controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports with the SEC is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure. Based on the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in allowing timely decisions regarding disclosure to be made about material information required to be included in our periodic reports with the SEC. In addition, no change in our internal control over financial reporting has occurred during, or subsequent to, the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1 – Legal Proceedings

Various legal proceedings may arise in the ordinary course of business and may be pending or threatened against the Company and its subsidiaries. Neither the Company nor any of its subsidiaries are involved in any pending legal proceedings that management believes are material to the Company or its consolidated financial position. If an exposure were to be identified, it is the Company’s policy to establish and accrue appropriate reserves during the accounting period in which a loss is deemed to be probable and the amount is determinable.

Item 1A – Risk Factors

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as well as cautionary statements contained in this Form 10-Q, including those under the caption “Forward-Looking Statements” set forth in the forepart of this Form 10-Q, risks and matters described elsewhere in this Form 10-Q and in our other filings with the SEC. There are no material changes from the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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Item 6 - Exhibits

The following exhibits are filed with this report or, as noted, are incorporated by reference. Except as noted below the exhibits identified have Securities and Exchange Commission File No. 000-15572. Management contracts, compensatory plans and arrangements are marked with an asterisk (*).


2.a			Merger Agreement between First Bancorp and GrandSouth Bancorporation dated June 21, 2022 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 21, 2022, and is incorporated herein by reference.
3.a			Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010 (Commission File No. 333-167856), and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 26, 2012, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed June 14, 2022, and are incorporated herein by reference.
3.b			Amended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 9, 2018, and are incorporated herein by reference.
4.a			Form of Common Stock Certificate was filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.
31.1			Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2			Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1			Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

Copies of exhibits are available upon written request to: First Bancorp, Elizabeth B. Bostian, Chief Financial Officer, 300 SW Broad Street, Southern Pines, North Carolina, 28387

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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.


			FIRST BANCORP

May 9, 2023			BY:/s/ Richard H. Moore
			Richard H. Moore Chief Executive Officer (Principal Executive Officer), and Director


May 9, 2023			BY:/s/ Elizabeth B. Bostian
			Elizabeth B. Bostian Executive Vice President and Chief Financial Officer


May 9, 2023			BY:/s/ Blaise B. Buczkowski
			Blaise B, Buczkowski Executive Vice President and Chief Accounting Officer

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First Bancorp - 10-Q quarterly report FY2023 Q1

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