EAGLE FINANCIAL SERVICES INC - Quarter Report: 2022 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

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

For the transition period from to

Commission File Number: 0-20146

EAGLE FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)


Virginia		54-1601306
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 East Main Street	P.O. Box 391
Berryville, VA		22611
(Address of principal executive offices)		(Zip Code)

(540) 955-2510

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date 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, 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.

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 ($2.50 par value) outstanding as of August 3, 2022 was 3,481,188.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Consolidated Balance Sheets at June 30, 2022 and December 31, 2021	1
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2022 and 2021	2
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021	3
	Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49
Item 4.	Controls and Procedures	49

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

EAGLE FINANCIAL SERVICES, INC.

Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Cash and due from banks	$	17,765		$	14,536
Interest-bearing deposits with other institutions		13,692			49,304
Federal funds sold		680			228
Total cash and cash equivalents	$	32,137		$	64,068
Securities available for sale, at fair value		179,363			192,321
Restricted investments		1,799			1,049
Loans held for sale		399			876
Loans		1,120,840			985,720
Allowance for loan losses		(9,847	)		(8,787	)
Net Loans	$	1,110,993		$	976,933
Bank premises and equipment, net		18,155			18,249
Bank owned life insurance		23,593			23,236
Other assets		36,074			26,306
Total assets	$	1,402,513		$	1,303,038
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest bearing demand deposits	$	477,540		$	470,355
Savings and interest bearing demand deposits		638,951			583,296
Time deposits		115,022			123,584
Total deposits	$	1,231,513		$	1,177,235
Federal funds purchased		28,575			—
Subordinated debt, net of unamortized issuance costs		29,343			—
Other liabilities		13,592			15,523
Total liabilities	$	1,303,023		$	1,192,758
Commitments and contingencies
Shareholders’ Equity
Preferred stock, $10 par value; 500,000 shares authorized and unissued	$	—		$	—
Common stock, $2.50 par value; authorized 10,000,000 shares; issued and outstanding 2022, 3,481,188 including 43,508 shares of unvested restricted stock; issued and outstanding 2021, 3,454,128 including 31,738 shares of unvested restricted stock		8,594			8,556
Surplus		12,594			12,115
Retained earnings		95,058			89,764
Accumulated other comprehensive (loss)		(16,756	)		(155	)
Total shareholders’ equity	$	99,490		$	110,280
Total liabilities and shareholders’ equity	$	1,402,513		$	1,303,038

See Notes to Consolidated Financial Statements

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Interest and Dividend Income
Interest and fees on loans	$	11,663		$	9,749		$	22,283		$	19,157
Interest and dividends on securities available for sale:
Taxable interest income		847			530			1,626			996
Interest income exempt from federal income taxes		75			107			158			225
Dividends		17			12			27			24
Interest on deposits in banks		41			15			56			27
Interest on federal funds sold		4			—			6			—
Total interest and dividend income	$	12,647		$	10,413		$	24,156		$	20,429
Interest Expense
Interest on deposits	$	383		$	434		$	753		$	921
Interest on federal funds purchased		8			—			8			—
Interest on subordinated debt		337			—			337			—
Total interest expense	$	728		$	434		$	1,098		$	921
Net interest income	$	11,919		$	9,979		$	23,058		$	19,508
Provision for Loan Losses		360			284			900			883
Net interest income after provision for loan losses	$	11,559		$	9,695		$	22,158		$	18,625
Noninterest Income
Wealth management fees	$	1,062		$	650		$	1,983		$	1,257
Service charges on deposit accounts		389			278			763			531
Other service charges and fees		1,029			1,066			1,938			2,073
(Loss) gain on sale of securities		—			(52	)		—			24
(Loss) on disposal of bank premises and equipment		(11	)		—			(11	)		—
Gain on sale of loans		498			359			976			359
Bank owned life insurance income		178			118			357			223
Other operating income		704			231			1,086			610
Total noninterest income	$	3,849		$	2,650		$	7,092		$	5,077
Noninterest Expenses
Salaries and employee benefits	$	5,983		$	5,310		$	11,935		$	10,026
Occupancy expenses		516			413			1,034			869
Equipment expenses		258			238			515			462
Advertising and marketing expenses		146			105			257			184
Stationery and supplies		66			60			101			98
ATM network fees		310			312			596			562
Other real estate owned expense		—			6			—			5
Loss on other real estate owned		—			92			—			102
FDIC assessment		137			133			314			240
Computer software expense		184			281			438			470
Bank franchise tax		221			195			419			384
Professional fees		876			369			1,340			829
Data processing fees		479			373			959			775
Other operating expenses		1,352			840			2,543			1,637
Total noninterest expenses	$	10,528		$	8,727		$	20,451		$	16,643
Income before income taxes	$	4,880		$	3,618		$	8,799		$	7,059
Income Tax Expense		888			615			1,557			1,194
Net income	$	3,992		$	3,003		$	7,242		$	5,865
Earnings Per Share
Net income per common share, basic	$	1.14		$	0.87		$	2.08		$	1.71
Net income per common share, diluted	$	1.14		$	0.87		$	2.08		$	1.71

See Notes to Consolidated Financial Statements

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(dollars in thousands)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2022			2021		2022			2021
Net income	$	3,992		$	3,003	$	7,242		$	5,865
Other comprehensive (loss) income:
Unrealized (loss) gain on available for sale securities net of reclassification adjustments, and net of deferred income tax of ($1,588) and $9 for the three months ended and ($4,414) and ($573) for the six months ended, respectively		(5,973	)		36		(16,601	)		(2,157	)
Total other comprehensive (loss) income		(5,973	)		36		(16,601	)		(2,157	)
Total comprehensive (loss) income	$	(1,981	)	$	3,039	$	(9,359	)	$	3,708

See Notes to Consolidated Financial Statements

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollars in thousands, except per share amounts)

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
December 31, 2020	$	8,460		$	10,811		$	82,524		$	3,279		$	105,074
Net income		—			—			2,862			—			2,862
Other comprehensive (loss)		—			—			—			(2,193	)		(2,193	)
Vesting of restricted stock awards, stock incentive plan (10,258 shares)		26			(26	)		—			—			—
Stock-based compensation expense		—			147			—			—			147
Issuance of common stock, dividend investment plan (6,260 shares)		16			165			—			—			181
Repurchase and retirement of common stock (2,814 shares)		(7	)		(76	)		—			—			(83	)
Dividends declared ($0.27 per share)		—			—			(924	)		—			(924	)
March 31, 2021	$	8,495		$	11,021		$	84,462		$	1,086		$	105,064
Net income		—			—			3,003			—			3,003
Other comprehensive income		—			—			—			36			36
Stock-based compensation expense		—			159			—			—			159
Issuance of common stock, dividend investment plan (4,702 shares)		12			146			—			—			158
Issuance of common stock, employee benefit plan (4,154 shares)		10			123			—			—			133
Repurchase and retirement of common stock (760 shares)		(2	)		(23	)		—			—			(25	)
Dividends declared ($0.27 per share)		—			—			(926	)		—			(926	)
June 30, 2021	$	8,515		$	11,426		$	86,539		$	1,122		$	107,602

December 31, 2021	$	8,556		$	12,115		$	89,764		$	(155	)	$	110,280
Net income		—			—			3,250			—			3,250
Other comprehensive (loss)		—			—			—			(10,628	)		(10,628	)
Vesting of restricted stock awards, stock incentive plan (12,468 shares)		31			(31	)		—			—			—
Stock-based compensation expense		—			195			—			—			195
Issuance of common stock, dividend investment plan (2,782 shares)		7			90			—			—			97
Repurchase and retirement of common stock (3,411 shares)		(8	)		(109	)		—			—			(117	)
Dividends declared ($0.28 per share)		—			—			(974	)		—			(974	)
March 31, 2022	$	8,586		$	12,260		$	92,040		$	(10,783	)	$	102,103
Net income		—			—			3,992						3,992
Other comprehensive (loss)		—			—			—			(5,973	)		(5,973	)
Stock-based compensation expense		—			222			—			—			222
Issuance of common stock, employee benefit plan (3,451 shares)		8			112			—			—			120
Dividends declared ($0.28 per share)		—			—			(974	)		—			(974	)
June 30, 2022	$	8,594		$	12,594		$	95,058		$	(16,756	)	$	99,490

See Notes to Consolidated Financial Statements

EAGLE FINANCIAL SERVICES, INC.

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

	Six Months Ended
	June 30,
	2022			2021
Cash Flows from Operating Activities
Net income	$	7,242		$	5,865
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		491			502
Amortization of other assets		327			218
Origination of loans held for sale		(8,698	)		(5,655	)
Proceeds from sale of loans held for sale		9,437			4,734
Net (gains) on sales of loans		(976	)		(359	)
Provision for loan losses		900			883
Loss on other real estate owned		—			102
Loss on the sale and disposal of premises and equipment		11			—
(Gain) on the sale of securities		—			(24	)
Stock-based compensation expense		417			306
Premium amortization on securities, net		332			726
(Increase) in cash surrender value		(357	)		(223	)
Changes in assets and liabilities:
(Increase) in other assets		(4,707	)		(1,733	)
(Decrease) increase in other liabilities		(1,931	)		164
Net cash provided by operating activities	$	2,488		$	5,506
Cash Flows from Investing Activities
Proceeds from maturities, calls, and principal payments of securities available for sale	$	17,424		$	31,404
Proceeds from the sale of securities available for sale		—			15,885
Purchases of securities available for sale		(25,813	)		(62,257	)
Proceeds from the sale of restricted investments		—			222
Purchases of restricted investments		(750	)		—
Purchases of bank-owned life insurance		—			(10,000	)
Purchases of bank premises and equipment		(408	)		(404	)
Proceeds from the sale of other real estate owned		—			155
Changes in collateral posted with other financial institutions, net		(550	)		—
Proceeds from sales of loans		68,363			18,182
Origination of loans net of principal collected		(203,033	)		(58,964	)
Net cash (used in) investing activities	$	(144,767	)	$	(65,777	)
Cash Flows from Financing Activities
Net increase in noninterest bearing demand deposits, savings, and interest bearing demand deposits	$	62,840		$	88,880
Net (decrease) in time deposits		(8,562	)		(2,580	)
Net increase in federal funds purchased		28,575			—
Issuance of subordinated debt, net of issuance costs		29,343			—
Issuance of common stock, employee benefit plan		120			133
Repurchase and retirement of common stock		(117	)		(108	)
Cash dividends paid		(1,851	)		(1,511	)
Net cash provided by financing activities	$	110,348		$	84,814
(Decrease) increase in cash and cash equivalents	$	(31,931	)	$	24,543
Cash and Cash Equivalents
Beginning		64,068			79,920
Ending	$	32,137		$	104,463
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	764		$	960
Income taxes	$	1,356		$	1,164
Supplemental Schedule of Noncash Investing and Financing Activities:
Unrealized (loss) on securities available for sale	$	(21,015	)	$	(2,730	)
Other real estate and repossessed assets acquired in settlement of loans	$	—		$	73
Issuance of common stock, dividend investment plan	$	97		$	339

See Notes to Consolidated Financial Statements

EAGLE FINANCIAL SERVICES, INC.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2022

NOTE 1. General

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at June 30, 2022 and December 31, 2021, the results of operations and the changes in shareholders' equity for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”).

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

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

NOTE 2. Stock-Based Compensation Plan

During 2014, the Company’s shareholders approved a stock incentive plan which allows key employees and directors to increase their personal financial interest in the Company. This plan permits the issuance of incentive stock options and non-qualified stock options and the award of stock appreciation rights, common stock, restricted stock, and phantom stock. The plan authorizes the issuance of up to 500,000 shares of common stock.

The Company periodically grants restricted stock to its directors, executive officers and certain non-executive officers. Restricted stock provides grantees with rights to shares of common stock upon completion of a service period or achievement of Company performance measures. During the restriction period, all shares are considered outstanding and dividends are paid to the grantee. In general, outside directors are periodically granted restricted shares which vest over a period of less than 9 months. For the last several years, executive officers have been granted restricted shares which vest over a 3 year service period and restricted shares which vest based on meeting annual performance measures over a 1 year period. In recent years, certain non-executive officers also have been granted restricted shares which vest over a 3 year service period. The Company recognizes compensation expense over the restricted period based on the fair value of the Company's stock on the grant date. The Company's policy is to recognize forfeitures as they occur. As of June 30, 2022, there was $738 thousand of unrecognized compensation cost related to nonvested restricted stock.

The following table presents restricted stock activity for the six months ended June 30, 2022 and 2021:

	Six Months Ended
	June 30,
	2022					2021
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested, beginning of period		31,738		$	30.70		20,928		$	29.98
Granted		25,048			34.24		26,630			30.52
Vested		(12,468	)		30.00		(10,258	)		31.11
Forfeited		(810	)		29.69		(425	)		31.05
Nonvested, end of period		43,508		$	33.53		36,875		$	30.04

NOTE 3. Earnings Per Common Share

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

The following table shows the weighted average number of shares used in computing earnings per share for the three and six months ended June 30, 2022 and 2021. During 2022 and 2021, there were no potentially dilutive securities outstanding.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Average number of common shares outstanding used to calculate basic and diluted earnings per share		3,479,591		3,433,387		3,476,001		3,430,131

NOTE 4. Securities

Amortized costs and fair values of securities available for sale at June 30, 2022 and December 31, 2021 were as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
	June 30, 2022
	(in thousands)
Obligations of U.S. government corporations and agencies	$	14,656	$	3	$	(642	)	$	14,017
Mortgage-backed securities		163,908		—		(20,110	)		143,798
Obligations of states and political subdivisions		18,282		47		(332	)		17,997
Subordinated debt		3,750		—		(199	)		3,551
	$	200,596	$	50	$	(21,283	)	$	179,363

	December 31, 2021
	(in thousands)
Obligations of U.S. government corporations and agencies	$	14,541	$	417	$	(37	)	$	14,921
U.S. treasury notes		2,003		—		—			2,003
Mortgage-backed securities		152,391		753		(2,132	)		151,012
Obligations of states and political subdivisions		21,104		773		—			21,877
Subordinated debt		2,500		11		(3	)		2,508
	$	192,539	$	1,954	$	(2,172	)	$	192,321

During the six months ended June 30, 2022, the Company sold no available for sale securities. During the six months ended June 30, 2021, the Company sold $15.9 million of available for sale securities recognizing $143 thousand in gross gains and $119 thousand in gross losses.

The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at June 30, 2022 and December 31, 2021 were as follows:

	Less than 12 months				12 months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	June 30, 2022
	(in thousands)
Obligations of U.S. government corporations and agencies	$	13,013	$	642	$	—	$	—	$	13,013	$	642
Mortgage-backed securities		109,725		13,999		34,073		6,111		143,798		20,110
Obligations of states and political subdivisions		10,923		332		—		—		10,923		332
Subordinated debt		2,801		199		—		—		2,801		199
	$	136,462	$	15,172	$	34,073	$	6,111	$	170,535	$	21,283

	Less than 12 months				12 months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	December 31, 2021
	(in thousands)
Obligations of U.S. government corporations and agencies	$	2,616	$	37	$	—	$	—	$	2,616	$	37
Mortgage-backed securities		101,080		1,214		29,555		918		130,635		2,132
Subordinated debt		247		3		—		—		247		3
	$	103,943	$	1,254	$	29,555	$	918	$	133,498	$	2,172

Gross unrealized losses on available for sale securities included one hundred twenty one (121) and forty one (41) debt securities at June 30, 2022 and December 31, 2021, respectively. The Company evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the amount of an unrealized loss, the financial condition of the issuer, and the intent and ability of the Company to retain its investment in the issuer long enough to allow for an anticipated recovery in fair value. The fair value of a security reflects its liquidity as compared to similar instruments, current market rates on similar instruments, and the creditworthiness of the issuer. Absent any change in the liquidity of a security or the creditworthiness of the issuer, prices will decline as market rates rise and vice-versa. The primary cause of the unrealized losses at June 30, 2022 and December 31, 2021 was changes in market interest rates and other market conditions and not credit concerns of the issuers. Since the losses can be primarily attributed to changes in market interest rates and conditions and not expected cash flows or an issuer’s financial condition and management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, the unrealized losses were deemed to be temporary. The Company’s mortgage-backed securities are issued by U.S. government agencies, which guarantee payments to investors regardless of the status of the underlying mortgages. The Company monitors the financial condition of these issuers continuously and will record other-than-temporary impairment if the recovery of value is unlikely.

The Company’s securities are exposed to various risks, such as interest rate, market, currency and credit risks. Due to the level of risk associated with certain securities and the level of uncertainty related to changes in the value of securities, it is at least reasonably possible that changes in risks in the near term would materially affect the securities balance reported in the financial statements.

Securities having a carrying value of $8.0 million at June 30, 2022 were pledged as security for trust accounts.

The composition of restricted investments at June 30, 2022 and December 31, 2021 was as follows:

	June 30, 2022		December 31, 2021
	(in thousands)
Federal Reserve Bank Stock	$	944	$	344
Federal Home Loan Bank Stock		715		565
Community Bankers’ Bank Stock		140		140
	$	1,799	$	1,049

NOTE 5. Loans and Allowance for Loan Losses

The composition of loans at June 30, 2022 and December 31, 2021 was as follows:

	June 30,			December 31,
	2022			2021
	(in thousands)
Mortgage loans on real estate:
Construction and land development	$	63,083		$	71,191
Secured by farmland		15,101			13,710
Secured by 1-4 family residential properties		266,822			263,723
Multifamily		39,249			29,093
Commercial		470,166			377,051
Commercial and industrial loans		159,279			143,378
Consumer installment loans		97,361			67,281
All other loans		5,147			16,798
Total loans	$	1,116,208		$	982,225
Net deferred loan costs and premiums		4,632			3,495
Allowance for loan losses		(9,847	)		(8,787	)
	$	1,110,993		$	976,933

At June 30, 2022, the Company was servicing $167.5 million of marine loans for other financial institutions which are not included in the table above. Also excluded from the table above are net servicing assets of $339 thousand at June 30, 2022, which are recorded in other assets in the Consolidated Balance Sheets. When loans are sold with servicing retained, servicing assets are recorded which represent the Company's right to service loans that were sold. Servicing assets are initially recorded by the Company at fair value and are subsequently amortized in proportion to, and over the period of, estimated net servicing income.

Changes in the allowance for loan losses for the six months ended June 30, 2022 and 2021 and the year ended December 31, 2021 were as follows:

	Six Months Ended			Year Ended			Six Months Ended
	June 30,			December 31,			June 30,
	2022			2021			2021
				(in thousands)
Balance, beginning	$	8,787		$	7,096		$	7,096
Provision for loan losses		900			1,483			883
Recoveries added to the allowance		248			318			143
Loan losses charged to the allowance		(88	)		(110	)		(24	)
Balance, ending	$	9,847		$	8,787		$	8,098

Nonaccrual and past due loans by class at June 30, 2022 and December 31, 2021 were as follows:

	June 30, 2022
	(in thousands)
	30 - 59 Days Past Due		60 - 89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans		90 or More Days Past Due Still Accruing		Nonaccrual Loans
Commercial - Non Real Estate:
Commercial & Industrial	$	155	$	—	$	—	$	155	$	159,124	$	159,279	$	—	$	73
Commercial Real Estate:
Owner Occupied		—		—		—		—		217,672		217,672		—		23
Non-owner occupied		—		—		—		—		252,494		252,494		—		1,361
Construction and Farmland:
Residential		—		—		—		—		11,030		11,030		—		—
Commercial		—		—		104		104		67,050		67,154		—		224
Consumer:
Installment		—		—		—		—		97,361		97,361		—		2
Residential:
Equity Lines		26		—		—		26		37,436		37,462		—		20
Single family		298		81		226		605		228,755		229,360		69		311
Multifamily		—		—		—		—		39,249		39,249		—		—
All Other Loans		—		—		—		—		5,147		5,147		—		—
Total	$	479	$	81	$	330	$	890	$	1,115,318	$	1,116,208	$	69	$	2,014

	December 31, 2021
	(in thousands)
	30 - 59 Days Past Due		60 - 89 Days Past Due		90 or More Days Past Due		Total Past Due		Current		Total Loans		90 or More Past Due Still Accruing		Nonaccrual Loans
Commercial - Non Real Estate:
Commercial & Industrial	$	8	$	7	$	—	$	15	$	143,363	$	143,378	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—		—		188,839		188,839		—		124
Non-owner occupied		146		—		130		276		187,936		188,212		—		1,547
Construction and Farmland:
Residential		—		—		—		—		10,077		10,077		—		—
Commercial		—		126		108		234		74,590		74,824		—		234
Consumer:
Installment		6		—		—		6		67,275		67,281		—		3
Residential:
Equity Lines		13		—		—		13		35,849		35,862		—		29
Single family		409		238		434		1,081		226,780		227,861		43		786
Multifamily		—		—		—		—		29,093		29,093		—		—
All Other Loans		—		—		—		—		16,798		16,798		—		—
Total	$	582	$	371	$	672	$	1,625	$	980,600	$	982,225	$	43	$	2,723

Allowance for loan losses by segment at June 30, 2022 and December 31, 2021 were as follows:

	As of and For the Six Months Ended
	June 30, 2022
	(in thousands)
	Construction and Farmland			Residential Real Estate			Commercial Real Estate		Commercial		Consumer			All Other Loans			Unallocated		Total
Allowance for credit losses:
Beginning Balance	$	2,794		$	1,750		$	1,650	$	1,656	$	646		$	291		$	—	$	8,787
Charge-Offs		—			—			—		—		(29	)		(59	)		—		(88	)
Recoveries		4			127			—		103		7			7			—		248
Provision		(336	)		(167	)		459		500		97			(91	)		438		900
Ending balance	$	2,462		$	1,710		$	2,109	$	2,259	$	721		$	148		$	438	$	9,847
Ending balance: Individually evaluated for impairment	$	—		$	36		$	—	$	73	$	—		$	—		$	—	$	109
Ending balance: collectively evaluated for impairment	$	2,462		$	1,674		$	2,109	$	2,186	$	721		$	148		$	438	$	9,738
Loans:
Ending balance	$	78,184		$	306,071		$	470,166	$	159,279	$	97,361		$	5,147		$	—	$	1,116,208
Ending balance individually evaluated for impairment	$	882		$	2,814		$	1,568	$	162	$	13		$	—		$	—	$	5,439
Ending balance collectively evaluated for impairment	$	77,302		$	303,257		$	468,598	$	159,117	$	97,348		$	5,147		$	—	$	1,110,769

	December 31, 2021
	(in thousands)
	Construction and Farmland		Residential Real Estate			Commercial Real Estate			Commercial			Consumer			All Other Loans			Unallocated		Total
Allowance for credit losses:
Beginning Balance	$	1,604	$	1,929		$	1,645		$	1,374		$	198		$	346		$	—	$	7,096
Charge-Offs		—		(13	)		—			(10	)		(19	)		(68	)		—		(110	)
Recoveries		12		240			7			18			29			12			—		318
Provision		1,178		(406	)		(2	)		274			438			1			—		1,483
Ending balance	$	2,794	$	1,750		$	1,650		$	1,656		$	646		$	291		$	—	$	8,787
Ending balance: Individually evaluated for impairment	$	—	$	39		$	—		$	—		$	—		$	—		$	—	$	39
Ending balance: collectively evaluated for impairment	$	2,794	$	1,711		$	1,650		$	1,656		$	646		$	291		$	—	$	8,748
Loans:
Ending balance	$	84,901	$	292,816		$	377,051		$	143,378		$	67,281		$	16,798		$	—	$	982,225
Ending balance individually evaluated for impairment	$	257	$	2,778		$	2,295		$	108		$	16		$	—		$	—	$	5,454
Ending balance collectively evaluated for impairment	$	84,644	$	290,038		$	374,756		$	143,270		$	67,265		$	16,798		$	—	$	976,771

Impaired loans by class as of and for the periods ended June 30, 2022 and December 31, 2021 were as follows:

	As of
	June 30, 2022
	(in thousands)
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial - Non Real Estate:
Commercial & Industrial	$	101	$	89	$	—	$	99	$	3
Commercial Real Estate:
Owner Occupied		211		207		—		211		6
Non-owner occupied		1,596		1,361		—		1,361		—
Construction and Farmland:
Residential		639		639		—		617		12
Commercial		265		243		—		246		1
Consumer:
Installment		14		13		—		14		1
Residential
Equity lines		24		20		—		21		—
Single family		2,106		2,034		—		2,052		37
Multifamily		—		—		—		—		—
Other Loans		—		—		—		—		—
	$	4,956	$	4,606	$	—	$	4,621	$	60
With an allowance recorded:
Commercial - Non Real Estate:
Commercial & Industrial	$	77	$	73	$	73	$	73	$	1
Commercial Real Estate:
Owner Occupied		—		—		—		—		—
Non-owner occupied		—		—		—		—		—
Construction and Farmland:
Residential		—		—		—		—		—
Commercial		—		—		—		—		—
Consumer:
Installment		—		—		—		—		—
Residential
Equity lines		—		—		—		—		—
Single family		798		774		36		781		13
Multifamily		—		—		—		—		—
Other Loans		—		—		—		—		—
	$	875	$	847	$	109	$	854	$	14
Total:
Commercial	$	178	$	162	$	73	$	172	$	4
Commercial Real Estate		1,807		1,568		—		1,572		6
Construction and Farmland		904		882		—		863		13
Consumer		14		13		—		14		1
Residential		2,928		2,828		36		2,854		50
Other		—		—		—		—		—
Total	$	5,831	$	5,453	$	109	$	5,475	$	74

(1)	Recorded investment is defined as the summation of the outstanding principal balance, accrued interest, net deferred loan fees or costs, and any partial charge-offs. Accrued interest and net deferred loan fees or costs totaled $14 thousand at June 30, 2022.

	As of
	December 31, 2021
	(in thousands)
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Commercial - Non Real Estate:
Commercial & Industrial	$	143	$	109	$	—	$	166	$	11
Commercial Real Estate:
Owner Occupied		148		124		—		142		—
Non-owner occupied		2,539		2,177		—		2,186		—
Construction and Farmland:
Residential		—		—		—		—		—
Commercial		271		257		—		267		9
Consumer:
Installment		17		16		—		19		1
Residential:
Equity lines		35		29		—		32		—
Single family		2,088		1,974		—		2,012		62
Multifamily		—		—		—		—		—
Other Loans		—		—		—		—		—
	$	5,241	$	4,686	$	—	$	4,824	$	83
With an allowance recorded:
Commercial - Non Real Estate:
Commercial & Industrial	$	—	$	—	$	—	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—		—		—
Non-owner occupied		—		—		—		—		—
Construction and Farmland:
Residential		—		—		—		—		—
Commercial		—		—		—		—		—
Consumer:
Installment		—		—		—		—		—
Residential:
Equity lines		—		—		—		—		—
Single family		811		787		39		802		30
Multifamily		—		—		—		—		—
Other Loans		—		—		—		—		—
	$	811	$	787	$	39	$	802	$	30
Total:
Commercial	$	143	$	109	$	—	$	166	$	11
Commercial Real Estate		2,687		2,301		—		2,328		—
Construction and Farmland		271		257		—		267		9
Consumer		17		16		—		19		1
Residential		2,934		2,790		39		2,846		92
Other		—		—		—		—		—
Total	$	6,052	$	5,473	$	39	$	5,626	$	113

(1)	Recorded investment is defined as the summation of the outstanding principal balance, accrued interest, net deferred loan fees or costs, and any partial charge-offs. Accrued interest and net deferred loan fees or costs totaled $19 thousand at December 31, 2021.

When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is in nonaccrual status, all payments are applied to principal under the cost-recovery method. For financial statement purposes, the recorded investment in nonaccrual loans is the actual principal balance reduced by payments that would otherwise have been applied to interest. When reporting information on these loans to the applicable customers, the unpaid principal balance is reported as if payments were applied to principal and interest under the original terms of the loan agreements. Therefore, the unpaid principal balance reported to the customer would be higher than the recorded investment in the loan for financial statement purposes. When the ultimate collectability of the total principal of the impaired loan is not in doubt and the loan is in nonaccrual status, contractual interest is credited to interest income when received under the cash-basis method.

The Company uses a rating system for evaluating the risks associated with non-consumer loans. Consumer loans are not evaluated for risk unless the characteristics of the loan fall within classified categories. Consumer loans are evaluated for collection based on payment performance. Descriptions of these ratings are as follows:


Pass	Pass loans exhibit acceptable history of profits, cash flow ability and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower in an as agreed manner.

Special Mention	Special mention loans exhibit negative trends and potential weakness that, if left uncorrected, may negatively affect the borrower’s ability to repay its obligations. The risk of default is not imminent and the borrower still demonstrates sufficient financial strength to service debt.

Substandard	Substandard loans exhibit well defined weaknesses resulting in a higher probability of default. The borrowers exhibit adverse financial trends and a diminishing ability or willingness to service debt.

Doubtful	Doubtful loans exhibit all of the characteristics inherent in substandard loans; however given the severity of weaknesses, the collection of 100% of the principal is unlikely under current conditions.

Loss	Loss loans are considered uncollectible over a reasonable period of time and of such little value that its continuance as a bankable asset is not warranted.

Credit quality information by class at June 30, 2022 and December 31, 2021 was as follows:

	As of
	June 30, 2022
	(in thousands)
INTERNAL RISK RATING GRADES	Pass		Special Mention		Substandard		Doubtful		Loss		Total
Commercial - Non Real Estate:
Commercial & Industrial	$	158,816	$	390	$	73	$	—	$	—	$	159,279
Commercial Real Estate:
Owner Occupied		204,876		12,773		23		—		—		217,672
Non-owner occupied		234,250		16,501		1,743		—		—		252,494
Construction and Farmland:
Residential		11,030		—		—		—		—		11,030
Commercial		56,088		2,692		8,374		—		—		67,154
Residential:
Equity Lines		37,442		—		20		—		—		37,462
Single family		225,314		2,208		1,722		116		—		229,360
Multifamily		38,629		620		—		—		—		39,249
All other loans		5,147		—		—		—		—		5,147
Total	$	971,592	$	35,184	$	11,955	$	116	$	—	$	1,018,847

		Performing				Nonperforming
Consumer Credit Exposure by Payment Activity		$	97,359			$	2

	As of
	December 31, 2021
	(in thousands)
INTERNAL RISK RATING GRADES	Pass		Special Mention		Substandard		Doubtful		Loss		Total
Commercial - Non Real Estate:
Commercial & Industrial	$	143,197	$	176	$	5	$	—	$	—	$	143,378
Commercial Real Estate:
Owner Occupied		185,978		2,703		158		—		—		188,839
Non-owner occupied		180,830		4,819		2,563		—		—		188,212
Construction and Farm land:
Residential		10,077		—		—		—		—		10,077
Commercial		59,318		15,198		308		—		—		74,824
Residential:
Equity Lines		35,832		—		30		—		—		35,862
Single family		224,510		1,601		1,633		117		—		227,861
Multifamily		26,952		2,141		—		—		—		29,093
All other loans		16,798		—		—		—		—		16,798
Total	$	883,492	$	26,638	$	4,697	$	117	$	—	$	914,944

		Performing				Nonperforming
Consumer Credit Exposure by Payment Activity		$	67,275			$	6

NOTE 6. Troubled Debt Restructurings

All loans deemed a troubled debt restructuring (“TDR"), are considered impaired, and are evaluated for collateral and cash-flow sufficiency. A loan is considered a TDR when the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. All of the following factors are indicators that the Company has granted a concession (one or multiple items may be present):

•

The borrower receives a reduction of the stated interest rate to a rate less than the institution is willing to accept at the time of the restructure for a new loan with comparable risk.

•

The borrower receives an extension of the maturity date or dates at a stated interest rate lower than the current market interest rate for new debt with similar risk characteristics.

•

The borrower receives a reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement.

•

The borrower receives a deferral of required payments (principal and/or interest) which causes more than an insignificant change in cash flow.

•

The borrower receives a reduction of the accrued interest.

There were 21 TDR loans totaling $3.4 million at June 30, 2022. At December 31, 2021, there were 17 TDR loans totaling $2.7 million. Two TDR loans, totaling $141 thousand, were in nonaccrual status at June 30, 2022. Two TDR loans, totaling $149 thousand, were in nonaccrual status at December 31, 2021. There were no outstanding commitments to lend additional amounts to troubled debt restructured borrowers at June 30, 2022 or December 31, 2021.

The following table sets forth information on the Company’s troubled debt restructurings by class of loans occurring during the three and six months ended June 30, 2022 and 2021. During the three and six months ended June 30, 2022, the Company classified 5 additional loans as troubled debt restructurings.

	Three Months Ended
	June 30, 2022
	(in thousands)
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial Real Estate:
Owner Occupied		1	$	185	$	185
Construction and Farmland:
Residential		1		639		639
Residential:
Single family		3		539		557
Total		5	$	1,363	$	1,381

	Three Months Ended
	June 30, 2021
	(in thousands)
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Consumer:
Installment		1	$	4	$	4
Total		1	$	4		4

	Six Months Ended
	June 30, 2022
	(in thousands)
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Commercial Real Estate:
Owner Occupied		1	$	185	$	185
Construction and Farmland:
Residential		1		639		639
Residential:
Single family		3		539		557
Total		5	$	1,363	$	1,381

	Six Months Ended
	June 30, 2021
	(in thousands)
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Consumer:
Installment		2	$	15	$	15
Residential:
Single family		1		98		98
Total		3	$	113	$	113

During the three and six months ended June 30, 2022, the Company restructured five loans by granting concessions to the borrowers experiencing financial difficulty. Three loans were restructured renewing the loan for a twelve-month period. One loan was restructured by extending the loan for three months. One loan was restructured by refinancing the loan to extend the term.

During the three and six months ended June 30, 2021, the Company restructured one and three loans, respectively, by granting
a concession to borrowers experiencing financial difficulty. These loans were restructured by reducing the loan payments and
extending the term.

There were no payment defaults during the three and six months ended June 30, 2022 for TDRs that were restructured within the preceding twelve-month period. There were also no payment defaults during the three and six months ended June 30, 2021.

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

NOTE 7. Deposits

The composition of deposits at June 30, 2022 and December 31, 2021 was as follows:

	June 30, 2022		December 31, 2021
	(in thousands)
Noninterest bearing demand deposits	$	477,540	$	470,355
Savings and interest bearing demand deposits:
NOW accounts	$	180,585	$	162,690
Money market accounts		273,261		251,862
Regular savings accounts		185,105		168,744
	$	638,951	$	583,296
Time deposits:
Balances of less than $250,000	$	58,067	$	58,427
Balances of $250,000 and more		56,955		65,157
	$	115,022	$	123,584
	$	1,231,513	$	1,177,235

NOTE 8. Leases

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

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

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

(dollars in thousands)
					June 30, 2022			December 31, 2021
Lease liabilities					$	5,135		$	5,289
Right-of-use assets					$	4,954		$	5,139
Weighted average remaining lease term					15 years			15 years
Weighted average discount rate						3.01	%		2.99	%

	Three Months Ended				Six Months Ended
Lease Cost	June 30, 2022		June 30, 2021		June 30, 2022			June 30, 2021
Operating lease cost	$	132	$	86	$	264		$	151
Short-term lease cost		4		4		8			8
Total lease cost	$	136	$	90	$	272		$	159

Cash paid for amounts included in the measurement of lease liabilities	$	116	$	71	$	232		$	126

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

	As of
Lease payments due	June 30, 2022
Twelve months ending June 30, 2023	$	469
Twelve months ending June 30, 2024		476
Twelve months ending June 30, 2025		489
Twelve months ending June 30, 2026		458
Twelve months ending June 30, 2027		390
Thereafter		4,345
Total undiscounted cash flows	$	6,627
Discount		(1,492	)
Lease liabilities	$	5,135

NOTE 9. Fair Value Measurements

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

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


•	Level 1	Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•	Level 2	Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•	Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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

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

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

The following table presents balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021:

			Fair Value Measurements at
			June 30, 2022
			Using
	Balance as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	June 30, 2022		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies	$	14,107	$	—	$	14,017	$	—
Mortgage-backed securities		143,798		—		143,798		—
Obligations of states and political subdivisions		17,997		—		17,997		—
Subordinated debt		3,551		—		3,551		—
Derivative:
Interest rate swaps		743		—		743		—
Total assets at fair value	$	180,196	$	—	$	180,106	$	—
Liabilities:
Interest rate swaps	$	743	$	—	$	743	$	—
Total liabilities at fair value	$	743	$	—	$	743	$	—

			Fair Value Measurements at
			December 31, 2021
			Using
	Balance as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	December 31, 2021		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies	$	14,921	$	—	$	14,921	$	—
U.S. treasury notes		2,003		—		2,003		—
Mortgage-backed securities		151,012		—		151,012		—
Obligations of states and political subdivisions		21,877		—		21,877		—
Subordinated debt		2,508		—		2,508		—
Derivative:
Interest rate swap		58		—		58		—
Total assets at fair value	$	192,379	$	—	$	192,379	$	—
Liabilities:
Interest rate swap	$	58	$	—	$	58	$	—
Total liabilities at fair value	$	58	$	—	$	58	$	—

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

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

Loans Held for Sale: Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during three and six months ended June 30, 2022 and the year ended December 31, 2021.

Impaired Loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected when due. The measurement of loss associated with impaired loans can be based on the present value of its expected future cash flows discounted at the loan's coupon rate, or at the loans' observable market price or the fair value of the collateral securing the loans, if they are collateral dependent. 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 determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data within the last twelve months (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

Other Real Estate Owned: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the property, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to fair value less cost to sell. The fair value measurement of real estate held in other real estate owned is assessed in the same manner as impaired loans described above. We believe that the fair value follows the provisions of GAAP. The Company held no other real estate owned at June 30, 2022 and December 31, 2021.

The following table displays quantitative information about Level 3 Fair Value Measurements for certain financial assets measured at fair value on a nonrecurring basis at June 30, 2022 and December 31, 2021:

Quantitative information about Level 3 Fair Value Measurements

June 30, 2022

Valuation Technique(s)

Unobservable Input

Range

Weighted Average (1)

Assets:

Impaired loans

Discounted appraised value

Selling cost

12%

Impaired loans

Present value of cash flows

Discount rate

4% - 6%

Quantitative information about Level 3 Fair Value Measurements

December 31, 2021

Valuation Technique(s)

Unobservable Input

Range

Weighted Average (1)

Assets:

Impaired loans

Discounted appraised value

Selling cost

12%

Impaired loans

Present value of cash flows

Discount rate

4% - 6%

(1)	Unobservable inputs were weighted by the relative fair values of the instruments.

The following table summarizes the Company’s financial and nonfinancial assets that were measured at fair value on a nonrecurring basis at June 30, 2022 and December 31, 2021:

Carrying value at

June 30, 2022

Balance as of

Identical

Assets

Observable

Inputs

Unobservable

Inputs

June 30, 2022

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Financial Assets:

Impaired loans

735

—

735

Carrying value at

December 31, 2021

Balance as of

Quoted Prices

in Active

Markets

for Identical

Assets

Significant

Other

Observable

Inputs

Significant

Unobservable

Inputs

December 31, 2021

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Financial Assets:

Impaired loans

746

—

746

The carrying value and fair value of the Company’s financial instruments at June 30, 2022 and December 31, 2021 were as follows:

	Fair Value Measurements at
	June 30, 2022
	Using
	Carrying Value as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Fair Value as of
	June 30, 2022		(Level 1)		(Level 2)		(Level 3)		June 30, 2022
	(in thousands)
Financial assets:
Cash and short-term investments	$	32,137	$	32,137	$	—	$	—	$	32,137
Securities		179,363		—		179,363		—		179,363
Restricted Investments		1,799		—		1,799		—		1,799
Loans held for sale		399				399		—		399
Loans, net		1,110,993		—		—		1,102,535		1,102,535
Bank owned life insurance		23,593		—		23,593		—		23,593
Accrued interest receivable		2,734		—		2,734		—		2,734
Interest rate swaps		743		—		743		—		743
Financial liabilities:
Deposits	$	1,231,513	$	—	$	1,231,835	$	—	$	1,231,835
Subordinated debt, net of unamortized issuance costs		29,343		—		29,343		—		29,343
Accrued interest payable		401		—		401		—		401
Interest rate swaps		743		—		743		—		743

	Fair Value Measurements at
	December 31, 2021
	Using
	Carrying Value as of		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Fair Value as of
	December 31, 2021		(Level 1)		(Level 2)		(Level 3)		December 31, 2021
	(in thousands)
Financial assets:
Cash and short-term investments	$	64,068	$	64,068	$	—	$	—	$	64,068
Securities		192,321		—		192,321		—		192,321
Restricted Investments		1,049		—		1,049		—		1,049
Loans held for sale		876				876		—		876
Loans, net		976,933		—		—		969,612		969,612
Bank owned life insurance		23,236		—		23,236		—		23,236
Accrued interest receivable		2,634		—		2,634		—		2,634
Interest rate swap		58		—		58		—		58
Financial liabilities:
Deposits	$	1,177,235	$	—	$	1,177,582	$	—	$	1,177,582
Accrued interest payable		67		—		67		—		67
Interest rate swap		58		—		58		—		58

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

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

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

	Three Months Ended
	June 30,
	2022								2021
	Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan		Total			Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan		Total
	(dollars in thousands)								(dollars in thousands)
April 1	$	(10,802	)	$	19	$	(10,783	)	$	1,067		$	19	$	1,086
Other comprehensive (loss) before reclassifications		(7,561	)		—		(7,561	)		(7	)		—		(7	)
Reclassifications		—			—		—			52			—		52
Tax effect of current period changes		1,588			—		1,588			(9	)		—		(9	)
Current period changes net of taxes		(5,973	)		—		(5,973	)		36			—		36
June 30	$	(16,775	)	$	19	$	(16,756	)	$	1,103		$	19	$	1,122

	Six Months Ended
	June 30,
	2022								2021
	Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan		Total			Unrealized Gains and Losses on Available for Sale Securities			Change in Benefit Obligations and Plan Assets for the Post Retirement Benefit Plan		Total
	(dollars in thousands)								(dollars in thousands)
January 1	$	(174	)	$	19	$	(155	)	$	3,260		$	19	$	3,279
Other comprehensive (loss) before reclassifications		(21,015	)		—		(21,015	)		(2,706	)		—		(2,706	)
Reclassifications		—			—		—			(24	)		—		(24	)
Tax effect of current period changes		4,414			—		4,414			573			—		573
Current period changes net of taxes		(16,601	)		—		(16,601	)		(2,157	)		—		(2,157	)
June 30	$	(16,775	)	$	19	$	(16,756	)	$	1,103		$	19	$	1,122

There were no reclassifications out of accumulated other comprehensive income (loss) during the three and six months ended June 30, 2022. For the three and six months ended June 30, 2021, $(52) thousand and $24 thousand, respectively, was reclassified out of accumulated other comprehensive income (loss) and appeared as (loss) gain on sale of securities in the Consolidated Statements of Income. The tax related to these reclassifications was $(11) thousand and $5 thousand, respectively, which is included in income tax expense in the Consolidated Statements of Income.

NOTE 11. Other Real Estate Owned

The following table is a summary of other real estate owned (“OREO”) activity for the six months ended June 30, 2022 and 2021 and the year ended December 31, 2021:

	Six Months Ended		Year Ended			Six Months Ended
	June 30,		December 31,			June 30,
	2022		2021			2021
	(in thousands)
Balance, beginning	$	—	$	607		$	607
Transfer from loans		—		266			73
Gain on foreclosures		—		—			—
Sales		—		(781	)		(165	)
Valuation adjustments		—		(92	)		(92	)
Balance, ending	$	—	$	—		$	423

There were no consumer mortgage loans collateralized by residential real estate in the process of foreclosure at June 30, 2022 and December 31, 2021.

NOTE 12. Qualified Affordable Housing Project Investments

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

At June 30, 2022 and December 31, 2021, the balance of the investment for qualified affordable housing projects was $2.5 million and $2.6 million, respectively. These balances are reflected in Other assets on the Consolidated Balance Sheets. Total unfunded commitments related to the investments in qualified affordable housing projects totaled $11 thousand at both June 30, 2022 and December 31, 2021. These balances are reflected in Other liabilities on the Consolidated Balance Sheets. The Company expects to fulfill these commitments by December 31, 2023, in accordance with the terms of the individual agreements.

During each of the three months ended June 30, 2022 and June 30, 2021, the Company recognized amortization expense of $57 thousand. The Company recognized amortization expense of $114 thousand and $115 thousand for the six months ended June 30, 2022 and 2021, respectively. The amortization expense was included in Other operating expenses on the Consolidated Statements of Income.

Total estimated credits to be received during 2022 are $359 thousand based on the most recent quarterly estimates received from the funds. Total tax credits and other tax benefits recognized during the six months ended June 30, 2022 and 2021, were $180 thousand and $182 thousand, respectively.

NOTE 13. Recent Accounting Pronouncements and Other Authoritative Guidance

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. Smaller reporting companies who file with the U.S. Securities and Exchange Commission (“SEC”), such as the Company, and all other entities who do not file with the SEC are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. The Company formed a CECL committee during 2016 which continues to meet to address the compliance requirements. Historic loan data has been gathered and reviewed for completeness and accuracy. In addition, the committee is actively engaged in formalizing the Company’s calculation process including its approach for the development of loss rates and related qualitative adjustments with the assistance of a third-party vendor and anticipates running parallel allowance models under the current and new standard during the third quarter of 2022.

In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The amendments in this ASU should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. For entities that have not yet adopted ASU 2016-13, the effective date for ASU 2022-02 is the same as the effective date in ASU 2016-13. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures, provided they have adopted ASU 2016-13. The Company is currently assessing the impact that ASU 2022-02 will have on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Subsequently, in January 2021, the FASB issued ASU No. 2021-01 “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU No. 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued. An entity may elect to apply ASU No. 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020.The Company is assessing ASU 2020-04 and its impact on the Company’s transition away from LIBOR for its loans and other financial instruments

NOTE 14. Subordinated Debt

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

The Company plans to use the net proceeds of the Notes offering for general corporate purposes, organic growth and to support the Bank’s regulatory capital ratios. The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes at the holding company and bear an initial interest rate of 4.50% until April 1, 2027, with interest during this period payable semi-annually in arrears. From and including April 1, 2027, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 2.35%, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company at its option, in whole or in part, on or after April 1, 2027. Initial debt issuance costs were $673 thousand. The debt balance of $30.0 million is presented net of unamortized issuance costs of $657 thousand at June 30, 2022.

NOTE 15. Derivatives

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

The following table summarize key elements of the Company's derivative instruments at June 30, 2022 and December 31, 2021.

	June 30, 2022
	Notional Amount		Assets		Liabilities
	(in thousands)
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower	$	23,425	$	743	$	—
Matched interest rate swaps with counterparty		23,425		—		743

	December 31, 2021
	Notional Amount		Assets		Liabilities
	(in thousands)
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower	$	2,391	$	58	$	—
Matched interest rate swaps with counterparty		2,391		—		58

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion is to focus on the important factors affecting the Company’s financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes to the Consolidated Financial Statements presented in Part I, Item 1, Financial Statements, of this Form 10-Q and Item 8, Financial Statements and Supplementary Data, of the 2021 Form 10-K.

GENERAL

Eagle Financial Services, Inc. is a bank holding company which owns 100% of the stock of Bank of Clarke County (the “Bank” and, collectively with Eagle Financial Services, Inc., the “Company”, “we”, “us” or “our”). Accordingly, the results of operations for the Company are dependent upon the operations of the Bank. The Bank conducts a commercial banking business which consists of attracting deposits from the general public and investing those funds in commercial, consumer and real estate loans and municipal and U.S. government agency securities. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation to the maximum extent permitted by law. At June 30, 2022, the Company had total assets of $1.40 billion, net loans of $1.11 billion, total deposits of $1.23 billion, and shareholders’ equity of $99.5 million. The Company’s net income was $7.24 million for the six months ended June 30, 2022.

MANAGEMENT’S STRATEGY

The Company strives to be an outstanding financial institution in its market by building solid sustainable relationships with: (1) its customers, by providing highly personalized customer service, a network of conveniently placed branches and ATMs, a competitive variety of products/services and courteous, professional employees, (2) its employees, by providing generous benefits, a positive work environment, advancement opportunities and incentives to exceed expectations, (3) its communities, by participating in local concerns, providing monetary support, supporting employee volunteerism and providing employment opportunities, and (4) its shareholders, by providing sound profits and returns, sustainable growth, regular dividends and committing to its local, independent status.

OPERATING STRATEGY

The Bank is a locally owned and managed financial institution. This allows the Bank to be flexible and responsive in the products and services it offers. The Bank grows primarily by lending funds to local residents and businesses at a competitive price that reflects the inherent risk of lending. The Bank attempts to fund these loans through deposits gathered from local residents and businesses. The Bank prices its deposits by comparing alternative sources of funds and selecting the lowest cost available. When deposits are not adequate to fund asset growth, the Bank relies on borrowings, both short and long term. The Bank’s primary source of borrowed funds is the Federal Home Loan Bank of Atlanta which offers numerous terms and rate structures to the Bank.

As interest rates change, the Bank attempts to maintain its net interest margin. This is accomplished by changing the price, terms, and mix of its financial assets and liabilities. The Bank also earns fees on services provided through its trust department, sales of investments through Eagle Investment Services, secondary market mortgage activities, and deposit operations. The Bank also incurs noninterest expenses such as compensating employees, maintaining and acquiring fixed assets, and purchasing goods and services necessary to support its daily operations.

The Bank has a marketing department which seeks to develop new business. This is accomplished through an ongoing calling program whereby account officers visit with existing and potential customers to discuss the products and services offered. The Bank also utilizes traditional advertising such as television commercials, radio ads, newspaper ads, and billboards.

LENDING POLICIES

Administration and supervision over the lending process is provided by the Bank’s Credit Administration Department. The principal risk associated with the Bank’s loan portfolio is the creditworthiness of its borrowers. In an effort to manage this risk, the Bank’s policy gives loan amount approval limits to individual loan officers based on their position and level of experience. Credit risk is increased or decreased, depending on the type of loan and prevailing economic conditions. In consideration of the different types of loans in the portfolio, the risk associated with real estate mortgage loans, commercial loans and consumer loans varies based on employment levels, consumer confidence, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay debt.

The Company has written policies and procedures to help manage credit risk. The Company utilizes a loan review process that includes formulation of portfolio management strategy, guidelines for underwriting standards and risk assessment, procedures for ongoing identification and management of credit deterioration, and regular portfolio reviews to establish loss exposure and to ascertain compliance with the Company’s policies.

The Bank uses a tiered approach to approve credit requests consisting of individual lending authorities, joint approval of Category I officers, and a director loan committee. Lending limits for individuals are set by the Board of Directors and are determined by loan purpose, collateral type, and internal risk rating of the borrower. The highest individual authority (Category I) is assigned to the Bank’s President / Chief Executive Officer, Chief Revenue Officer and Chief Credit Officer (approval authority only). Two officers in Category I may combine their authority to approve loan requests to borrowers with credit exposure up to $10.0 million on a secured basis and $6.0 million unsecured; and the three Category I Officers can combine to approve loan requests to borrowers with credit exposure up to $15.0 million on a secured basis and $9.0 million unsecured. Officers in Category II, III, IV, V, VI and VII have lesser authorities and with approval of a Category I officer may extend loans to borrowers with exposure of $5.0 million on a secured basis and $3.0 million unsecured. Officers in Categories A through F can also utilize the co-approval of the Regional and Small Business Credit Officers to extend loans with exposures up to $2.5 million and $1.5 million respectively on a secured basis, and up to $1 million and $750 thousand respectively on an unsecured basis. Loans exceeding $15.0 million and up to the Bank’s legal lending limit can be approved by the Director Loan Committee consisting of four directors (three directors constituting a quorum). The Director’s Loan Committee also reviews and approves changes to the Bank’s Loan Policy as presented by management.

The following sections discuss the major loan categories within the total loan portfolio:

One-to-Four-Family Residential Real Estate Lending

Residential lending activity may be generated by the Bank’s loan officer solicitations, referrals by real estate professionals, and existing or new bank customers. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment and credit history of the applicant. The valuation of residential collateral is provided by independent fee appraisers who have been approved by the Bank’s Directors Loan Committee. In connection with residential real estate loans, the Bank requires title insurance, hazard insurance and, if applicable, flood insurance. In addition to traditional residential mortgage loans secured by a first or junior lien on the property, the Bank offers home equity lines of credit.

Commercial Real Estate Lending

Commercial real estate loans are secured by various types of commercial real estate in the Bank’s market area, including multi-family residential buildings, commercial buildings and offices, small shopping centers and churches. Commercial real estate loan originations are obtained through broker referrals, direct solicitation of developers and continued business from customers. In its underwriting of commercial real estate, the Bank’s loan to original appraised value ratio is generally 80% or less. Commercial real estate lending entails significant additional risk as compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the repayment of loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or the economy, in general. The Bank’s commercial real estate loan underwriting criteria require an examination of debt service coverage ratios, the borrower’s creditworthiness, prior credit history and reputation, and the Bank typically requires personal guarantees or endorsements of the borrowers’ principal owners.

Construction and Land Development Lending

The Bank makes local construction loans, primarily residential, and land acquisition and development loans. The construction loans are secured by residential houses under construction and the underlying land for which the loan was obtained. The average life of most construction loans is less than one year and the Bank offers both fixed and variable rate interest structures. The interest rate structure offered to customers depends on the total amount of these loans outstanding and the impact of the interest rate structure on the Bank’s overall interest rate risk. There are two characteristics of construction lending which impact its overall risk as compared to residential mortgage lending. First, there is more concentration risk due to the extension of a large loan balance through several lines of credit to a single developer or contractor. Second, there is more collateral risk due to the fact that loan funds are provided to the borrower based upon the estimated value of the collateral after completion. This could cause an inaccurate estimate of the amount needed to complete construction or an excessive loan-to-value ratio. To mitigate the risks associated with construction lending, the Bank generally limits loan amounts to 80% of the estimated appraised value of the finished construction project. The Bank also obtains a first lien on the property as security for its construction loans and typically requires personal guarantees from the borrower’s principal owners. Finally, the Bank performs inspections of the construction projects to ensure that the percentage of construction completed correlates with the amount of draws on the construction line of credit.

Commercial and Industrial Lending

Commercial business loans generally have more risk than residential mortgage loans, but have higher yields. To manage these risks, the Bank generally obtains appropriate collateral and personal guarantees from the borrower’s principal owners and monitors the financial condition of its business borrowers. Residential mortgage loans generally are made on the basis of the borrower’s ability to make repayment from employment and other income and are secured by real estate whose value tends to be readily ascertainable. In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business and are secured by business assets, such as commercial real estate, accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, the collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much precision as residential real estate. Refer to the Marine Lending section below for discussion of additional commercial and industrial lending.

Consumer Lending

The Bank offers various secured and unsecured consumer loans, which include personal installment loans, personal lines of credit, automobile loans, and credit card loans. The Bank originates its consumer loans within its geographic market area and these loans are generally made to customers with whom the Bank has an existing relationship. Consumer loans generally entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral on a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and from any verifiable secondary income. Although creditworthiness of the applicant is the primary consideration, the underwriting process also includes an analysis of the value of the security in relation to the proposed loan amount.

Refer to the Marine Lending section below for discussion of additional consumer lending.

Marine Lending

The Bank’s marine lending unit includes originated retail loans, which are classified as commercial and industrial loans or consumer loans, depending on the borrower, and dealer floorplan loans, which are classified as commercial and industrial loans. The Company’s relationships are limited to well established dealers of global premium brand manufacturers. The Company’s top three manufacturer customers have been in business between 30 and 100 years. The Company primarily has secured agreements with premium manufacturers to support dealer floor plan loans which may reduce the Company’s credit exposure to the dealer, despite its underwriting of each respective dealer. The Company has developed incentive retail pricing programs with the dealers to drive retail dealer flow. Retail loans are generally limited to premium manufacturers with established relationships with the Company which have a vested interest in the secondary market pricing of their respective brand due to the limited inventory available for resale. Consequently, while not contractually committed, manufacturers will often support secondary resale values which can have the effect of reducing losses from non-performing retail marine loans. Retail borrowers generally have very high credit scores, substantial down payments, substantial net worth, personal liquidity, and excess cash flow.

CRITICAL ACCOUNTING POLICIES

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The financial information contained within these statements is, to a significant extent, based on measurements of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the transactions would be the same, the timing of events that would impact the transactions could change.

Allowance for Loan Losses

The allowance for loan losses is an estimate of the probable losses inherent in the Company’s loan portfolio. As required by GAAP, the allowance for loan losses is accrued when the occurrence of losses is probable and they can be estimated. Impairment losses are accrued based on the differences between the loan balance and the value of its collateral, the present value of future cash flows, or the price established in the secondary market. The Company’s allowance for loan losses has three basic components: the general allowance, the specific allowance and the unallocated allowance. Each of these components is determined based upon estimates that can and do change when actual events occur. The general allowance uses historical experience and other qualitative factors to estimate future losses and, as a result, the estimated amount of losses can differ significantly from the actual amount of losses which would be incurred in the future. However, the potential for significant differences is mitigated by continuously updating the loss history of the Company. The specific allowance is based upon the evaluation of specific impaired loans on which a loss may be realized. Factors such as past due history, ability to pay, and collateral value are used to identify those loans on which a loss may be realized. Each of these loans is then evaluated to determine how much loss is estimated to be realized on its disposition. The sum of the losses on the individual loans becomes the Company’s specific allowance. This process is inherently subjective and actual losses may be greater than or less than the estimated specific allowance. The unallocated allowance is due to imprecision in the model and for losses that are not directly allocable to a specific loan type within the portfolio. As the loans, which are affected by these events, are identified or losses are experienced on the loans which are affected by these events, they will be reflected within the specific or general allowances. Note 1 to the Consolidated Financial Statements presented in Item 8, Financial Statements and Supplementary Data, of the 2021 Form 10-K, provides additional information related to the allowance for loan losses.

FORWARD LOOKING STATEMENTS

The Company makes forward looking statements in this report that are subject to risks and uncertainties. These forward looking statements include statements regarding our expectations, intentions or objectives concerning our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward looking statements. These forward looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

•

the effects of the COVID-19 pandemic, including on the Company's credit quality and business operations, as well as its impact on general economic and financial market conditions;

•

the ability to successfully manage growth or implement growth strategies if the Bank is unable to identify attractive markets, locations or opportunities to expand in the future or if the Bank is unable to successfully integrate new branches, business lines or other growth opportunities into its existing operations;

•

competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;

•

the successful management of interest rate risk;

•

risks inherent in making loans such as repayment risks and fluctuating collateral values;

•

changes in general economic and business conditions in the Bank’s market area;

•

reliance on the Bank’s management team, including the ability to attract and retain key personnel;

•

changes in interest rates and interest rate policies;

•

maintaining capital levels adequate to support growth;

•

maintaining cost controls and asset qualities as new branches are opened or acquired;

•

demand, development and acceptance of new products and services;

•

problems with technology utilized by the Bank;

•

changing trends in customer profiles and behavior;

•

response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the U.S. and abroad;

•

changes in banking, tax and other laws and regulations and interpretations or guidance thereunder; and

•

other factors described in Item 1A., “Risk Factors,” in the Company’s 2021 Form10-K.

Because of these uncertainties, actual future results may be materially different from the results indicated by these forward looking statements. In addition, past results of operations do not necessarily indicate future results.

RESULTS OF OPERATIONS

Net Income

Net income for the six months ended June 30, 2022 was $7.2 million, an increase of 23.48% or $1.4 million when compared to the same period in 2021. Net income for the three months ended June 30, 2022 was $3.9 million, an increase of 32.93% or $989 thousand when compared to the same period in 2021. Earnings per share, basic and diluted were $2.08 and $1.71 for the six months ended June 30, 2022 and 2021, respectively. Earnings per share, basic and diluted were $1.14 and $0.87 for the three months ended June 30, 2022 and 2021, respectively

Return on average assets ("ROA") measures how efficiently the Company uses its assets to produce net income. Some issues reflected within this efficiency include the Company’s asset mix, funding sources, pricing, fee generation, and cost control. The ROA of the Company, on an annualized basis, for the six months ended June 30, 2022 and 2021 was 1.08% and 1.01%, respectively.

Return on average equity ("ROE") measures the utilization of shareholders’ equity in generating net income. This measurement is affected by the same factors as ROA with consideration to how much of the Company’s assets are funded by shareholders. The ROE of the Company, on an annualized basis, for the six months ended June 30, 2022 and 2021 was 13.91% and 11.19%, respectively.

Net Interest Income

Net interest income is our primary source of revenue, representing the difference between interest and fees earned on interest-earning assets and the interest paid on deposits and other interest-bearing liabilities. The level of net interest income is impacted primarily by variations in the volume and mix of these assets and liabilities, as well as changes in interest rates. Net interest income was $23.1 million and $19.5 million for the six months ended June 30, 2022 and 2021, respectively, which represents an increase of $3.6 million or 18.20%. Net interest income was $11.9 million and $10.0 million for the three months ended June 30, 2022 and 2021, respectively, which represents an increase of $1.9 million or 19.44%. Net interest income increased primarily due to the increase in the average balance of the loan portfolio and the decrease in interest expense on deposits. Average interest earning assets increased $172.8 million when comparing the six months ended June 30, 2021 to the six months ended June 30, 2022 while the average yield on earning assets increased by seven basis points over that same period.

Total interest income was $24.2 million and $20.4 million for the six months ended June 30, 2022 and 2021, respectively, which represents an increase of $3.8 million or 18.24%. Total interest income was $12.6 million and $10.4 million for the three months ended June 30, 2022 and 2021, respectively, which represents an increase of $2.2 million or 21.45%. The increase in interest income was driven by an increase in the average balance of the loan portfolio. Total interest expense was $1.1 million and $921 thousand for the six months ended June 30, 2022 and 2021, respectively, which represents an increase of $177 thousand or 19.22%. Total interest expense was $728 thousand and $434 thousand three months ended June 30, 2022 and 2021, respectively, which represents an increase of $294 thousand or 67.74% The majority of the increase in interest expense was due to the subordinated debt issuance on March 31, 2022.

The net interest margin was 3.66% and 3.59% for the six months ended June 30, 2022 and 2021, respectively. The net interest margin was 3.70% and 3.56% for the three months ended June 30, 2022 and 2021, respectively. Tax-equivalent net interest income is calculated by adding the tax benefit on certain securities and loans, whose interest is tax-exempt, to total interest income then subtracting total interest expense. The tax rate used to calculate the tax benefit was 21% for 2022 and 2021.

Given the expectation of rising interest rates, net interest income and net interest margin could experience some improvement as interest earning assets generally reprice at a faster rate than liabilities for the remainder of 2022.

The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the three months ended June 30, 2022 and 2021 (dollars in thousands):

	June 30, 2022								June 30, 2021
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
Assets:	Balance			Expense		Rate (3)			Balance			Expense		Rate (3)
Securities:
Taxable	$	177,539		$	864		1.95	%	$	159,246		$	542		1.36	%
Tax-Exempt (1)		11,227			95		3.38	%		16,237			135		3.35	%
Total Securities	$	188,766		$	959		2.04	%	$	175,483		$	677		1.55	%
Loans:
Taxable	$	1,068,464		$	11,643		4.37	%	$	862,078		$	9,667		4.50	%
Non-accrual		2,470			—		—	%		4,280			—		—	%
Tax-Exempt (1)		2,697			26		3.79	%		9,473			104		4.39	%
Total Loans	$	1,073,631		$	11,669		4.36	%	$	875,831		$	9,771		4.47	%
Federal funds sold		3,068			4		0.54	%		234			—		0.08	%
Interest-bearing deposits in other banks		31,070			41		0.53	%		83,366			15		0.08	%
Total earning assets (2)	$	1,294,065		$	12,673		3.93	%	$	1,130,634		$	10,463		3.71	%
Allowance for loan losses		(9,536	)							(7,862	)
Total non-earning assets		92,788								78,573
Total assets	$	1,377,317							$	1,201,345

Liabilities and Shareholders' Equity:
Interest-bearing deposits:
NOW accounts	$	174,111		$	90		0.21	%	$	144,914		$	79		0.22	%
Money market accounts		267,571			150		0.22	%		213,311			148		0.28	%
Savings accounts		182,095			29		0.06	%		155,065			22		0.06	%
Time deposits:
$250,000 and more		63,913			60		0.38	%		67,706			114		0.67	%
Less than $250,000		58,003			54		0.37	%		58,520			71		0.49	%
Total interest-bearing deposits	$	745,693		$	383		0.21	%	$	639,516		$	434		0.27	%
Federal funds purchased		2,876			8		1.11	%		—			—		—	%
Subordinated debt		29,332			337		4.62	%		—			—		—	%
Total interest-bearing liabilities	$	777,901		$	728		0.38	%	$	639,516		$	434		0.27	%
Noninterest-bearing liabilities:
Demand deposits		485,979								443,397
Other Liabilities		12,468								12,265
Total liabilities	$	1,276,348							$	1,095,178
Shareholders' equity		100,969								106,167
Total liabilities and shareholders' equity	$	1,377,317							$	1,201,345
Net interest income				$	11,945							$	10,029

Net interest spread							3.55	%							3.44	%
Interest expense as a percent of
average earning assets							0.23	%							0.15	%
Net interest margin							3.70	%							3.56	%

(1)	Income and yields are reported on a tax-equivalent basis using a federal tax rate of 21%.

(2)	Non-accrual loans are not included in this total since they are not considered earning assets.

(3)	Annualized.

The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the six months ended June 30, 2022 and 2021(dollars in thousands):

	June 30, 2022								June 30, 2021
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
Assets:	Balance			Expense		Rate (3)			Balance			Expense		Rate (3)
Securities:
Taxable	$	181,858		$	1,653		1.83	%	$	151,753		$	1,020		1.36	%
Tax-Exempt (1)		12,032			200		3.35	%		17,063			284		3.36	%
Total Securities	$	193,890		$	1,853		1.93	%	$	168,816		$	1,304		1.56	%
Loans:
Taxable		1,038,503			22,242		4.32	%		851,134			18,993		4.50	%
Non-accrual		2,528			—		—	%		4,430			—		—	%
Tax-Exempt (1)		2,724			52		3.79	%		9,516			208		4.41	%
Total Loans	$	1,043,755		$	22,294		4.31	%	$	865,080		$	19,201		4.48	%
Federal funds sold		4,717			6		0.27	%		222			—		0.08	%
Interest-bearing deposits in other banks		34,652			56		0.33	%		71,983			27		0.08	%
Total earning assets (2)	$	1,274,486		$	24,209		3.83	%	$	1,101,671		$	20,532		3.76	%
Allowance for loan losses		(9,256	)							(7,562	)
Total non-earning assets		90,259								75,917
Total assets	$	1,355,489							$	1,170,026

Liabilities and Shareholders' Equity:
Interest-bearing deposits:
NOW accounts	$	169,690		$	175		0.21	%	$	137,921		$	153		0.22	%
Money market accounts		262,673			294		0.23	%		211,590			303		0.29	%
Savings accounts		178,733			55		0.06	%		149,792			44		0.06	%
Time deposits:
$250,000 and more		64,480			120		0.38	%		68,090			266		0.79	%
Less than $250,000		58,047			109		0.38	%		59,016			155		0.53	%
Total interest-bearing deposits	$	733,623		$	753		0.21	%	$	626,409		$	921		0.30	%
Federal funds purchased		1,446			8		1.11	%		—			—		—	%
Subordinated debt		14,909			337		4.56	%
Total interest-bearing liabilities	$	749,978		$	1,098		0.30	%	$	626,409		$	921		0.30	%
Noninterest-bearing liabilities:
Demand deposits		479,464								425,701
Other Liabilities		21,031								12,203
Total liabilities	$	1,250,473							$	1,064,313
Shareholders' equity		105,016								105,713
Total liabilities and shareholders' equity	$	1,355,489							$	1,170,026

Net interest income				$	23,111							$	19,611

Net interest spread							3.53	%							3.46	%
Interest expense as a percent of
average earning assets							0.17	%							0.17	%
Net interest margin							3.66	%							3.59	%

(1)Income and yields are reported on a tax-equivalent basis using a federal tax rate of 21%.

(2)Non-accrual loans are not included in this total since they are not considered earning assets.

(3)Annualized.

The following table reconciles tax-equivalent net interest income, which is not a measurement under GAAP, to net interest income.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
	(in thousands)				(in thousands)
GAAP Financial Measurements:
Interest Income - Loans	$	11,663	$	9,749	$	22,283	$	19,157
Interest Income - Securities and Other Interest-Earnings Assets		984		664		1,873		1,272
Interest Expense - Deposits		383		434		753		921
Interest Expense - Other Borrowings		345		—		345		—
Total Net Interest Income	$	11,919	$	9,979	$	23,058	$	19,508
Non-GAAP Financial Measurements:
Add: Tax Benefit on Tax-Exempt Interest Income - Loans (1)	$	6	$	22	$	11	$	44
Add: Tax Benefit on Tax-Exempt Interest Income - Securities (1)		20		28		42		59
Total Tax Benefit on Tax-Exempt Interest Income	$	26	$	50	$	53	$	103
Tax-Equivalent Net Interest Income	$	11,945	$	10,029	$	23,111	$	19,611

(1)	Tax benefit was calculated using the federal statutory tax rate of 21%.

The tax-equivalent yield on earning assets increased from 3.76% to 3.83% for the six months ended June 30, 2021 and 2022, respectively. For those same time periods, the tax-equivalent yield on securities increased 37 basis points. The tax equivalent yield on loans decreased 17 basis points from 4.48% for the six months ended June 30, 2021 to 4.31% for the same time period in 2022. The increase in the tax-equivalent yield on earning assets for the six months ended June 30, 2022 resulted mostly from the increase in the tax-equivalent yield on securities. In the current rising interest rate environment, as securities are maturing and being called or sold, they are being replaced with securities at higher rates. The decrease in the yield on loans as compared to the corresponding period in 2021 was primarily due to the composition of the current loan portfolio.

The average rate on interest bearing liabilities was unchanged at 0.30% for the six months ended June 30, 2021 and 2022. The average rate on interest bearing deposits decreased 9 basis points during the period. The majority of deposit growth has been in non-maturity deposit accounts which have traditionally paid a lower interest rate than maturity deposit accounts. The growth in lower interest rate deposit accounts and the reduction in higher interest rate accounts as well as the repricing of those accounts, has resulted in a lower rate paid on interest bearing deposits. The cost of interest bearing liabilities was higher in the

second quarter of 2022 and unchanged in the comparable six month periods, despite the previously mentioned reduction in the cost of interest bearing deposits due primarily to the issuance of subordinated debt on March 31, 2022.

Provision for Loan Losses

The provision for loan losses is based upon management’s estimate of the amount required to maintain an adequate allowance for loan losses as discussed within the Critical Accounting Policies section above. The allowance represents an amount that, in management’s judgment, will be adequate to absorb probable losses inherent in the loan portfolio. Management’s judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay and the value of collateral, overall portfolio quality and review of specific potential losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. The amount of provision for loan losses is affected by several factors including the growth rate of loans, net charge-offs (recoveries), and the estimated amount of inherent losses within the loan portfolio. The provision for loan losses for the six months ended June 30, 2022 and 2021 was $900 thousand and $883 thousand, respectively. The provision for loan losses for the three months ended June 30, 2022 and 2021 was $360 thousand and $284 thousand, respectively. The provision for the three and six months ended June 30, 2022 and 2021 resulted mostly from loan growth during the quarters.

Noninterest Income

Total noninterest income for the six months ended June 30, 2022 and 2021 was $7.1 million and $5.1 million, respectively and for the three months ended June 30, 2022 and 2021 was $3.8 million and $2.7 million, respectively. Management reviews the activities which generate noninterest income on an ongoing basis. The following table provides the components of noninterest income for the three and six months ended June 30, 2022 and 2021, which are included within the respective Consolidated Statements of Income headings. Variances that the Company believes require explanation are discussed below the table.

	Three Months Ended												Six Months Ended
	June 30,												June 30,
(dollars in thousands)	2022			2021			$ Change			% Change			2022			2021		$ Change			% Change
Wealth management fees	$	1,062		$	650		$	412			63	%	$	1,983		$	1,257	$	726			58	%
Service charges on deposit accounts		389			278			111			40	%		763			531		232			44	%
Other service charges and fees		1,029			1,066			(37	)		(3	)%		1,938			2,073		(135	)		(7	)%
(Loss) gain on sale of securities		—			(52	)		52		NM				—			24		(24	)	NM
(Loss) on disposal of bank premises and equipment		(11	)		—			(11	)	NM				(11	)		—		(11	)	NM
Gain on sale of loans held for sale		498			359			139			39	%		976			359		617			172	%
Bank owned life insurance income		178			118			60			51	%		357			223		134			60	%
Other operating income		704			231			473			205	%		1,086			610		476			78	%
Total noninterest income	$	3,849		$	2,650		$	1,199			45	%	$	7,092		$	5,077	$	2,015			40	%

NM - Not Meaningful

Wealth management fee income increased from 2021 to 2022. Wealth management fee income is comprised of income from fiduciary activities as well as commissions from the sale of non-deposit investment products. The amount of income from fiduciary activities is determined by the number of active accounts and total assets under management. With the addition of several new employees during 2021, total assets under management have seen an increase during the three and six months ended June 30, 2022 as well as over the second half of 2021.

Services charges on deposit accounts increased during the three and six months ended June 30, 2022 when compared to the same periods in 2021. This increase is mainly due to increases in overdraft charges. Overdraft charges can fluctuate based on changes in customer activity.

The amount of other services charges and fees is comprised primarily of loan servicing fee income, fees received from the Bank’s credit card program and fees generated from the Bank’s ATM/debit card programs. Other service charges and fees decreased during the three and six months ended June 30, 2022 when compared to the same period in 2021. This decrease can be attributed to a decrease in fees received from the Bank’s credit card program since the Bank’s credit card portfolio has now been brought in-house.

During the second quarter of 2021, the Bank began to sell mortgage and marine loans. During the first two quarters of 2022, the Company sold $9.4 million in mortgage loans on the secondary market and $68.4 million of marine loans from the commercial and consumer loan portfolios. These loan sales resulted in gains of $498 thousand and $976 thousand during the three and six months ended June 30, 2022. Beginning in the second quarter of 2021, the Company sold $4.7 million in mortgage loans on the secondary market and $18.2 million of loans from the commercial and consumer loan portfolios. These loan sales resulted in gains of $359 thousand during the three and six months ended June 30, 2021.

Bank owned life insurance (“BOLI”) income increased for the three and six months ended June 30, 2022 and 2021. The Company made an investment of $10.0 million during the second quarter of 2021, which has resulted in increased BOLI income for the three and six months ended June 30, 2022.

Noninterest Expenses

Total noninterest expenses increased $3.8 million or 23% for the six months ended June 30, 2022 compared to the same period in 2021. Total noninterest expenses increased $1.8 million or 21% for the three months ended June 30, 2022 compared to the same period in 2021. The following table presents the components of noninterest expense for the three and six months ended June 30, 2022 and 2021, which are included within the respective Consolidated Statements of Income headings. Variances that the Company believes require explanation are discussed below the table.

	Three Months Ended										Six Months Ended
	June 30,										June 30,
(dollars in thousands)	2022		2021		$ Change			% Change			2022		2021		$ Change			% Change
Salaries and employee benefits	$	5,983	$	5,310	$	673			13	%	$	11,935	$	10,026	$	1,909			19	%
Occupancy expenses		516		413		103			25	%		1,034		869		165			19	%
Equipment expenses		258		238		20			8	%		515		462		53			11	%
Advertising and marketing expenses		146		105		41			39	%		257		184		73			40	%
Stationary and supplies		66		60		6			10	%		101		98		3			3	%
ATM network fees		310		312		(2	)		(1	)%		596		562		34			6	%
Other real estate owned expense		—		6		(6	)	NM				—		5		(5	)	NM
Loss on other real estate owned		—		92		(92	)	NM				—		102		(102	)	NM
FDIC assessment		137		133		4			3	%		314		240		74			31	%
Computer software expense		184		281		(97	)		(35	)%		438		470		(32	)		(7	)%
Bank franchise tax		221		195		26			13	%		419		384		35			9	%
Professional fees		876		369		507			137	%		1,340		829		511			62	%
Data processing fees		479		373		106			28	%		959		775		184			24	%
Other operating expenses		1,352		840		512			61	%		2,543		1,637		906			55	%
Total noninterest expenses	$	10,528	$	8,727	$	1,801			21	%	$	20,451	$	16,643	$	3,808			23	%

NM - Not Meaningful

The Company’s growth has had an impact on noninterest expenses. Total assets have grown by $99.5 million or 7.63% from December 31, 2021 to June 30, 2022. This growth has required investments to be made in the Company’s infrastructure, causing increases in salaries and employee benefits, occupancy expenses and equipment expenses. In addition, increases in asset size and capital levels have impacted both the FDIC assessment and bank franchise tax amounts.

Salaries and employee benefits increased during the three and six months ended June 30, 2022 over 2021. Annual pay increases, newly hired employees, increasing insurance costs and enhanced employee incentive plans have attributed to these

increases. The number of full-time equivalent employees (FTEs) has increased from 213 at June 30, 2021 to 227 at June 30, 2022.

Advertising and marketing expenses have increased during 2022 mostly due to increased web development and increased digital marketing campaigns.

Professional fees increased during 2022 over 2021. Included within professional fees, legal expenses have increased primarily from the expansion of the Bank’s wealth management business line and also its build out of the marine lending division.

Data processing fees expenses increased in 2022 due to the fees associated to the new general ledger system implemented in late 2021, the implementation of a new budget system and a new loan end-to-end platform system.

For the three and six months ended June 30, 2022 other operating expenses increased over 2021. This increase is due to increased loan related expenses due to a higher volume, employee travel expense for training, marketing and sales meetings, and charitable contributions.

The efficiency ratio of the Company was 67.69% and 67.07% for the six months ended June 30, 2022 and 2021, respectively. The efficiency ratio of the Company was 66.61% and 67.83% for the three months ended June 30, 2022 and 2021 The efficiency ratio is not a measurement under accounting principles generally accepted in the United States. It is calculated by dividing noninterest expense by the sum of tax equivalent net interest income and noninterest income excluding gains and losses on the investment portfolio and other gains/losses from OREO, repossessed vehicles, disposals of bank premises and equipment, etc. The tax rate utilized is 21%. The Company calculates and reviews this ratio as a means of evaluating operational efficiency.

The calculation of the efficiency ratio for the three and six months ended June 30, 2022 and 2021 was as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
	(in thousands)						(in thousands)
Summary of Operating Results:
Noninterest expenses	$	10,528		$	8,727		$	20,451		$	16,643
Less: Loss on other real estate owned		—			92			—			102
Adjusted noninterest expenses	$	10,528		$	8,635		$	20,451		$	16,541

Net interest income		11,919			9,979			23,058			19,508

Noninterest income		3,849			2,650			7,092			5,077
Less: (Loss) gain on sales of securities		—			(52	)		—			24
Less: (Loss) on the sale and disposal of premises and equipment		(11	)		—			(11	)		—
Adjusted noninterest income	$	3,860		$	2,702		$	7,103		$	5,053
Tax equivalent adjustment (1)		26			50			53			103
Total net interest income and noninterest income, adjusted	$	15,805		$	12,731		$	30,214		$	24,664

Efficiency ratio		66.61	%		67.83	%		67.69	%		67.07	%

(1)	Includes tax-equivalent adjustments on loans and securities using the federal statutory tax rate of 21%.

Income Taxes

Income tax expense was $1.6 million and $1.2 million during the six months ended June 30, 2022 and 2021, respectively. Income tax expense was $888 thousand and $615 thousand during the three months ended June 30, 2022 and 2021, respectively. The effective tax rate was 17.70% and 16.91% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate was 18.20% and 17.00% for the three months ended June 30, 2022 and 2021, respectively. The effective tax rate is below the statutory rate of 21% due to tax-exempt income on investment securities and loans. The effective tax rate is also impacted by BOLI as well as income tax credits on qualified affordable housing project investments as discussed in Note 12 to the Consolidated Financial Statements as well as qualified rehabilitation credits. The slight increases in the 2022 periods as compared to the 2021 periods was primarily due to a lower proportion of tax exempt income to pre-tax earnings year over year.

FINANCIAL CONDITION

Securities

Total securities available for sale were $179.4 million at June 30, 2022, compared to $192.3 million at December 31, 2021. This represents an decrease of $12.9 million or 6.74%. The Company purchased $25.8 million of securities during the six months ended June 30, 2022. The Company had total maturities, calls, and principal repayments of $17.4 million during the six months ended June 30, 2022. Note 4 to the Consolidated Financial Statements provides additional details about the Company’s securities portfolio at June 30, 2022 and December 31, 2021. The Company had a net unrealized loss on available for sale securities of $21.2 million at June 30, 2022 as compared to a net unrealized loss of $218 thousand at December 31, 2021. Unrealized gains or losses on available for sale securities are reported within shareholders’ equity, net of the related deferred tax effect, as accumulated other comprehensive income (loss). The primary cause of the unrealized losses at June 30, 2022 and December 31, 2021 was changes in market interest rates and other market conditions and not credit concerns of the issuers. Since the losses can be primarily attributed to changes in market interest rates and conditions and not expected cash flows or an issuer’s financial condition and management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, the unrealized losses were deemed to be temporary.

Loan Portfolio

The Company’s primary use of funds is supporting lending activities from which it derives the greatest amount of interest income. Gross loans were $1.12 billion and $985.7 million at June 30, 2022 and December 31, 2021, respectively. This represents an increase of $135.1 million or 13.71% during the six months ended June 30, 2022. The ratio of gross loans to deposits increased during the six months ended June 30, 2022 from 83.73% at December 31, 2021 to 91.01% at June 30, 2022 due to strong loan growth. Loan growth excluding changes in SBA PPP loans during the six months ended June 30, 2022 was $148.7 million or 15.33%. SBA PPP loans were originated during 2020 and 2021 and as of June 30, 2022 $2.4 million remained outstanding, down $13.5 million or 85.17% from December 31, 2021 due to forgiveness of the PPP loan balances.

The loan portfolio consists primarily of loans for owner-occupied single-family dwellings and loans secured by commercial real estate. Note 5 to the Consolidated Financial Statements provides the composition of the loan portfolio at June 30, 2022 and December 31, 2021.

Residential real estate loans were $306.1 million or 27.31% and $292.8 million or 29.71% of total loans at June 30, 2022 and December 31, 2021, respectively. Commercial real estate loans were $470.2 million or 41.95% and $377.1 million or 38.25% of total loans at June 30, 2022 and December 31, 2021, respectively, representing an increase of $93.1 million or 24.7% during the six months ended June 30, 2022. Construction, land development, and farmland loans were $78.2 million or 6.98% and $84.9 million or 8.61% of total loans at June 30, 2022 and December 31, 2021, respectively. Consumer installment loans were $97.4 million or 8.69% and $67.3 million or 6.83% of total loans at June 30, 2022 and December 31, 2021, respectively, representing an increase of $30.1 million or 44.71% during the six months ended June 30, 2022. Commercial and industrial loans were $159.3 million or 14.21% and $143.4 million or 14.55% of total loans at June 30, 2022 and December 31, 2021, respectively. During the six months ended June 30, 2022, loan growth was mainly concentrated in growth of our marine lending portfolio which falls into both the consumer installment loan and commercial and industrial loan portfolios. In addition to this strong marine lending growth, commercial real estate loans experienced an increase during the six months ended June 30, 2022 due largely to the expansion of the Bank’s current market area.

Allowance for Loan Losses

The purpose of, and the methods for, measuring the allowance for loan losses are discussed in the Critical Accounting Policies section above. Note 5 to the Consolidated Financial Statements shows the activity within the allowance for loan losses during the six months ended June 30, 2022 and 2021 and the year ended December 31, 2021. Charged-off loans were $88 thousand and $24 thousand for the six months ended June 30, 2022 and 2021, respectively. Recoveries were $248 thousand and $143 thousand for the six months ended June 30, 2022 and 2021, respectively. This resulted in net recoveries of $160 thousand and $119 thousand for the six months ended June 30, 2022 and 2021, respectively. The ratio of net charge-offs (recoveries) to average loans was (0.02%) and (0.01%) for the six months ended June 30, 2022 and 2021, respectively. The allowance for loan losses as a percentage of loans was 0.88% at June 30, 2022 and 0.89% at December 31, 2021. Excluding outstanding PPP loans, the allowance for loan losses as a percentage of total loans was 0.88% and 0.91% as of June 30, 2022 and December 31, 2021, respectively. The percentage of the allowance for loan losses to total loans excluding PPP loans declined slightly as compared to the prior year end. The slight decline during the year-to-date period in 2022 was attributable in part to the concentration of loan growth during the period in segments which carry lower reserves. Refer to the Nonperforming Assets and Other Assets section for discussion on nonperforming loans.

All nonaccrual and other impaired loans were evaluated for impairment and any specific allocations were provided for as necessary. Based on management's evaluation and update of the Company's historical loss experience adjusted for qualitative factors assessed, the general reserve as a percentage of non-impaired loans decreased from 0.90% at December 31, 2021 to 0.88% at June 30, 2022. Management believes that the allowance for loan losses is currently adequate to absorb probable and estimable losses inherent in the loan portfolio. Management will continue to evaluate the adequacy of the allowance for loan losses as more economic data becomes available and as changes within the Company’s portfolio are known.

Nonperforming Assets and Other Assets

Nonperforming assets consist of nonaccrual loans, repossessed assets, OREO (foreclosed properties), and loans past due 90 days or more and still accruing as detailed in the table below.

	June 30, 2022			December 31, 2021
Nonaccrual loans	$	2,014		$	2,723
Loans past due 90 days or more and accruing interest		69			43
Other real estate owned and repossessed assets		—			—
Total nonperforming assets	$	2,083		$	2,766

Allowance for loan losses	$	9,847		$	8,787

Gross loans	$	1,120,840		$	985,720

Allowance for loan losses to nonperforming assets		473	%		318	%

Allowance for loan losses to total loans		0.88	%		0.89	%

Allowance for loan losses to nonaccrual loans		489	%		323	%

Nonaccrual loans to total loans		0.18	%		0.28	%

Non-performing assets to period end loans and other real estate owned		0.19	%		0.28	%

Nonperforming assets decreased by $683 thousand during the six months ended June 30, 2022. Nonaccrual loans were $2.0 million and $2.7 million at June 30, 2022 and December 31, 2021. There was no OREO at June 30, 2022 and December 31, 2021. The percentage of nonperforming assets to loans and OREO was 0.19% at June 30, 2022 and 0.28% at December 31, 2021, respectively. There were $69 thousand in loans past due 90 days or more and still accruing at June 30, 2022 and $43 thousand in loans past due 90 days or more and still accruing at December 31, 2021.

Total past due loans, as disclosed in note 5 to the Consolidated Financial Statements, decreased to $890 thousand at June 30, 2022 compared to $1.6 million at December 31, 2021.

During the six months ended June 30, 2022, the Bank placed two loans totaling $11 thousand on nonaccrual status. Management evaluates the financial condition of borrowers and the value of any collateral on nonaccrual loans. The results of these evaluations are used to estimate the amount of losses which may be realized on the disposition of these nonaccrual loans and are reflected in the allowance for loan losses.

Loans are placed on nonaccrual status when collection of principal and interest is doubtful, generally when a loan becomes 90 days past due. There are three negative implications for earnings when a loan is placed on non-accrual status. First, all interest accrued but unpaid at the date that the loan is placed on non-accrual status is either deducted from interest income or written off as a loss. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Finally, there may be actual losses to principal that require additional provisions for loan losses to be charged against earnings.

For real estate loans, upon foreclosure, the balance of the loan is transferred to OREO and carried at the fair value of the property based on current appraisals and other current market trends, less estimated selling costs. If a write down of the OREO property is necessary at the time of foreclosure, the amount is charged-off to the allowance for loan losses. A review of the recorded property value is performed in conjunction with normal loan reviews, and if market conditions indicate that the recorded value exceeds the fair value, additional write downs of the property value are charged directly to operations.

In addition, the Company may, under certain circumstances, restructure loans in troubled debt restructurings as a concession to a borrower when the borrower is experiencing financial distress. Formal, standardized loan restructuring programs are not utilized by the Company. Each loan considered for restructuring is evaluated based on customer circumstances and may include modifications to one or more loan provisions. Such restructured loans are included in impaired loans. However, restructured loans are not necessarily considered nonperforming assets. At June 30, 2022, the Company had $3.4 million in restructured loans with specific allowances totaling $36 thousand. At December 31, 2021, the Company had $2.7 million in restructured loans with specific allowances totaling $39 thousand. At June 30, 2022 and December 31, 2021, total restructured loans performing under the restructured terms and accruing interest were $3.2 million and $2.5 million, respectively. Two loans, totaling $141 thousand, were in nonaccrual status at June 30, 2022. Two loans, totaling $149 thousand, were in nonaccrual status at December 31, 2021.

Deposits

Total deposits were $1.23 billion and $1.18 billion at June 30, 2022 and December 31, 2021, respectively. This represents an increase of $54.3 million or 4.61% during the six months ended June 30, 2022. Note 7 to the Consolidated Financial Statements provides the composition of total deposits at June 30, 2022 and December 31, 2021. The growth in deposits was organic growth as we expand and grow into newer market areas.

Noninterest-bearing demand deposits, which are comprised of checking accounts, increased $7.1 million or 1.53% from $470.4 million at December 31, 2021 to $477.5 million at June 30, 2022. Savings and interest-bearing demand deposits, which include NOW accounts, money market accounts and regular savings accounts increased $55.7 million or 9.54% from $583.3 million at December 31, 2021 to $639.0 million at June 30, 2022. Time deposits decreased $8.6 million or 6.93% from $123.6 million at December 31, 2021 to $115.0 million at June 30, 2022.

CAPITAL RESOURCES

The Bank continues to be a well capitalized financial institution. Total shareholders’ equity at June 30, 2022 was $99.5 million, reflecting a percentage of total assets of 7.09%, as compared to $110.3 million and 8.46% at December 31, 2021. The reason for the decrease in shareholders’ equity during the first half of 2022 was due to unrealized losses on the securities available for sale portfolio. During the six months ended June 30, 2022 and 2021, the Company declared dividends of $0.56 and $0.54 per share, respectively. The Company has a Dividend Investment Plan that allows shareholders to reinvest dividends in Company stock.

At June 30, 2022, the Bank met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions. The Bank monitors these ratios on a quarterly basis and has several strategies, including without limitation the issuance of common stock, to ensure that these ratios remain above regulatory minimums.

On September 17, 2019, the Federal Deposit Insurance Corporation finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio or “CBLR” framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 9 percent, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. Under the final rule, an eligible banking organization may opt out and revert to the risk-weighting framework without restriction. As a qualifying community banking organization, the Bank elected to measure its capital adequacy under the CBLR framework as of June 30, 2022 and it's leverage ratio was 9.90%. At December 31, 2021, the Bank utilized the risk-based capital rules to assess its capital adequacy and it's leverage, tier 1, common equity tier 1, and total capital ratios were 8.84%, 10.44%, 10.44%, and 11.30%, respectively. Through June 30, 2022, the Bank's capital ratios continued to exceed the regulatory minimums for well-capitalized institutions. We are closely monitoring our capital position and are taking appropriate steps to ensure our level of capital remains strong. Our capital, while significant, may fluctuate in future periods and limit our ability to pay dividends.

LIQUIDITY

Liquidity management involves meeting the present and future financial obligations of the Company with the sale or maturity of assets or with the occurrence of additional liabilities. Liquidity needs are met with cash on hand, deposits in banks, federal funds sold, securities classified as available for sale and loans maturing within one year. At June 30, 2022, liquid assets totaled $318.7 million as compared to $365.1 million at December 31, 2021. These amounts represented 24.46% and 30.61% of total liabilities at June 30, 2022 and December 31, 2021, respectively. The Company minimizes liquidity demand by utilizing core deposits to fund asset growth. Securities provide a constant source of liquidity through paydowns and maturities. Also, the Company maintains short-term borrowing arrangements, namely federal funds lines of credit, with larger financial institutions as an additional source of liquidity. The Bank’s membership with the Federal Home Loan Bank of Atlanta provides a source of borrowings with numerous rate and term structures. The Company’s senior management monitors the liquidity position regularly and attempts to maintain a position which utilizes available funds most efficiently.

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There have been no material changes in off-balance sheet arrangements and contractual obligations as reported in the 2021 Form 10-K.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in Quantitative and Qualitative Disclosures about Market Risk as reported in the 2021 Form 10-K.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2022 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management is also responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended). The Company is currently using the 2013 COSO Framework.

There were no changes in the Company’s internal control over financial reporting during the Company’s three months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

There are no material pending legal proceedings to which the Company is a party or of which the property of the Company is subject.

Item 1A.

Risk Factors

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table details the Company's purchases of its common stock during the second quarter of 2022 pursuant to the Stock Repurchase Program. The Company authorized 150,000 shares for repurchase under the Stock Repurchase program which was renewed on June 15, 2022. The Program has start date of July 1, 2022 and an expiration date of June 30, 2023.

	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Number of Shares that may Yet Be Purchased Under the Plan
								145,414
April 1 - April 30, 2022		—	$	—		—		145,414
May 1 - May 31, 2022		—		—		—		145,414
June 1 - June 30, 2022		—		—		—		145,414
		—	$	—		—		145,414

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

The following exhibits are filed with this Form 10-Q and this list includes the exhibit index:

Exhibit No.		Description

10.1		Amended and Restated Employment Agreement, dated May 31, 2022, between Eagle Financial Services, Inc. and Joseph T. Zmitrovich (included as Exhibit 10.1 to the Current Report on Form 8-k filed June 3 2022 and incorporated herein by reference).

31.1		Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the Eagle Financial Services, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 formatted in Inline Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss) (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) notes to Consolidated Financial Statements.

104		The cover page from the Eagle Financial Services, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 formatted in Inline XBRL (included with Exhibit 101).

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, this 12th day of August, 2022.

Eagle Financial Services, Inc.

By:			/S/ BRANDON C. LOREY
			Brandon C. Lorey President and Chief Executive Officer

By:			/S/ KATHLEEN J. CHAPPELL
			Kathleen J. Chappell Executive Vice President, Chief Financial Officer