FIRST COMMUNITY BANKSHARES INC /VA/ - Quarter Report: 2023 March (Form 10-Q)

fcbc20230331_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

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

Commission file number: 000-19297

FIRST COMMUNITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia

55-0694814

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

P.O. Box 989

Bluefield, Virginia

24605-0989

(Address of principal executive offices)

(Zip Code)

(276) 326-9000

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($1.00 par value)	FCBC	NASDAQ Global Select

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

☑ Yes ☐ No

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

Large accelerated filer ☐

Accelerated filer ☑

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

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

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

☐ Yes ☑ No

As of May 3, 2023, there were 19,234,637 shares outstanding of the registrant’s Common Stock, $1.00 par value.

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FIRST COMMUNITY BANKSHARES, INC.
FORM 10-Q
INDEX

PART I.	FINANCIAL INFORMATION		Page

Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	4
		Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	5
		Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	6
		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	7
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	8
		Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		47
Item 4.	Controls and Procedures		47

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		47
Item 1A.	Risk Factors		47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3.	Defaults Upon Senior Securities		48
Item 4.	Mine Safety Disclosures		48
Item 5.	Other Information		48
Item 6.	Exhibits		49

Signatures			51

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements in filings with the Securities and Exchange Commission, including this Quarterly Report on Form 10-Q and the accompanying Exhibits, filings incorporated by reference, reports to shareholders, and other communications that represent the Company’s beliefs, plans, objectives, goals, guidelines, expectations, anticipations, estimates, and intentions are made in good faith pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” and other similar expressions identify forward-looking statements. The following factors, among others, could cause financial performance to differ materially from that expressed in such forward-looking statements:

●

inflation, interest rate, market and monetary fluctuations;

	●	the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations;
	●	the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Federal Reserve System;

●

timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;

●

the willingness of customers to substitute competitors’ products and services for the Company’s products and services and vice versa;

●

the impact of changes in financial services laws and regulations, including laws about taxes, banking, securities, and insurance;

●

the impact of the U.S. Department of the Treasury and federal banking regulators’ continued implementation of programs to address capital and liquidity in the banking system;

●

technological changes;

	●	the cost and effects of cyber incidents or other failures, interruptions, or security breaches of our systems or those of third-party providers;
	●	the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;

●

the effect of acquisitions, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions;

●

the sustainability of noninterest, or fee, income being less than expected;

●

unanticipated regulatory or judicial proceedings;

●

changes in consumer spending and saving habits; and

●

the Company’s success at managing the risks mentioned above.

This list of important factors is not exclusive. If one or more of the factors affecting these forward-looking statements proves incorrect, actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking statements contained in this Quarterly Report on Form 10-Q and other reports we file with the Securities and Exchange Commission. Therefore, the Company cautions you not to place undue reliance on forward-looking information and statements. The Company does not intend to update any forward-looking statements, whether written or oral, to reflect changes. These cautionary statements expressly qualify all forward-looking statements that apply to the Company including the risk factors presented in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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PART I.

FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

	*March 31,*			*December 31,*
	*2023*			2022⁽¹⁾
(Amounts in thousands, except share and per share data)	(Unaudited)
Assets
Cash and due from banks	$	62,309		$	63,044
Federal funds sold		28,135			105,636
Interest-bearing deposits in banks		1,941			2,166
Total cash and cash equivalents		92,385			170,846
Debt securities available for sale		308,269			300,349
Loans held for investment, net of unearned income		2,388,897			2,400,197
Allowance for credit losses		(30,789	)		(30,556	)
Loans held for investment, net		2,358,108			2,369,641
Premises and equipment, net		47,407			47,340
Other real estate owned		481			703
Interest receivable		8,646			9,279
Goodwill		129,565			129,565
Other intangible assets		3,942			4,176
Other assets		102,869			103,673
Total assets	$	3,051,672		$	3,135,572

Liabilities
Deposits
Noninterest-bearing	$	823,297		$	872,168
Interest-bearing		1,761,327			1,806,647
Total deposits		2,584,624			2,678,815
Securities sold under agreements to repurchase		1,866			1,874
Interest, taxes, and other liabilities		33,451			32,898
Total liabilities		2,619,941			2,713,587

Stockholders' equity
Preferred stock, undesignated par value; 1,000,000 shares authorized; Series A Noncumulative Convertible Preferred Stock, $0.01 par value; 25,000 shares authorized; none outstanding		-			-
Common stock, $1 par value; 50,000,000 shares authorized; 24,495,623 shares issued and 16,243,551 outstanding at March 31, 2023; 23,371,822 shares issued and 16,225,399 outstanding at December 31, 2022		16,243			16,225
Additional paid-in capital		128,666			128,508
Retained earnings		300,047			292,971
Accumulated other comprehensive loss		(13,225	)		(15,719	)
Total stockholders' equity		431,731			421,985
Total liabilities and stockholders' equity	$	3,051,672		$	3,135,572

(1) Derived from audited financial statements

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	*Three Months Ended*
	*March 31,*
(Amounts in thousands, except share and per share data)	*2023*		*2022*
Interest income
Interest and fees on loans	$	27,628	$	24,641
Interest on securities -- taxable		1,934		556
Interest on securities -- tax-exempt		165		194
Interest on deposits in banks		462		248
Total interest income		30,189		25,639
Interest expense
Interest on deposits		718		486
Interest on short-term borrowings		59		-
Total interest expense		777		486
Net interest income		29,412		25,153
Provision for credit losses		1,742		1,961
Net interest income after provision for loan losses		27,670		23,192
Noninterest income
Wealth management		1,017		972
Service charges on deposits		3,159		3,498
Other service charges and fees		3,082		3,017
Gain on sale of securities		7		-
Other operating income		1,318		1,707
Total noninterest income		8,583		9,194
Noninterest expense
Salaries and employee benefits		11,595		11,671
Occupancy expense		1,168		1,269
Furniture and equipment expense		1,401		1,614
Service fees		2,019		1,503
Advertising and public relations		643		540
Professional fees		327		453
Amortization of intangibles		234		357
FDIC premiums and assessments		320		218
Merger expenses		379		-
Other operating expense		2,727		2,361
Total noninterest expense		20,813		19,986
Income before income taxes		15,440		12,400
Income tax expense		3,658		2,885
Net income	$	11,782	$	9,515

Earnings per common share
Basic	$	0.73	$	0.57
Diluted		0.72		0.56
Weighted average shares outstanding
Basic		16,228,297		16,817,284
Diluted		16,289,489		16,864,515

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	*Three Months Ended*
	*March 31,*
	*2023*			*2022*
(Amounts in thousands)
Net income	$	11,782		$	9,515
Other comprehensive income (loss), before tax
Available-for-sale debt securities:
Change in net unrealized losses on debt securities		3,163			(5,896	)
Reclassification adjustment for gains recognized in net income		(7	)		-
Net unrealized gains on available-for-sale debt securities		3,156			(5,896	)
Employee benefit plans:
Net actuarial loss		(33	)		(423	)
Reclassification adjustment for amortization of prior service cost and net actuarial loss recognized in net income		33			34
Net unrealized losses on employee benefit plans		-			(389	)
Other comprehensive income (loss), before tax		3,156			(6,285	)
Income tax expense (benefit)		662			(1,319	)
Other comprehensive income (loss), net of tax		2,494			(4,966	)
Total comprehensive income	$	14,276		$	4,549

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

THREE MONTHS ENDED

March 31, 2023 and 2022


																	*Accumulated*
	*Preferred*				*Common*						*Additional*						*Other*
(Amounts in thousands, except share and per share data)	*Stock Outstanding*		*Preferred Stock*		*Stock Outstanding*			*Common Stock*			*Paid-in Capital*			*Retained Earnings*			*Comprehensive Loss*			*Total*

Balance January 1, 2022		-	$	-		16,878,220		$	16,878		$	147,619		$	264,824		$	(1,546	)	$	427,775
Net income		-		-		-			-			-			9,515			-			9,515
Other comprehensive loss		-		-		-			-			-			-			(4,966	)		(4,966	)
Common dividends declared -- $0.27 per share		-		-		-			-			-			(4,541	)		-			(4,541	)
Equity-based compensation expense		-		-		25,137			25			147			-			-			172
Common stock options exercised -- 4,536 shares		-		-		4,536			5			98			-			-			103
Issuance of common stock to 401(k) plan -- 6,082 shares		-		-		6,082			6			179			-			-			185
Repurchase of 132,000 common shares at $30.96 per share		-		-		(132,000	)		(132	)		(3,955	)		-			-			(4,087	)
Balance March 31, 2022		-	$	-		16,781,975		$	16,782		$	144,088		$	269,798		$	(6,512	)	$	424,156

Balance January 1, 2023		-	$	-		16,225,399		$	16,225		$	128,508		$	292,971		$	(15,719	)	$	421,985
Net income		-		-		-			-			-			11,782			-			11,782
Other comprehensive income		-		-		-			-			-			-			2,494			2,494
Common dividends declared -- $0.29 per share		-		-		-			-			-			(4,706	)		-			(4,706	)
Equity-based compensation expense		-		-		15,732			16			104			-			-			120
Common stock options exercised -- 2,158 shares		-		-		2,158			2			46			-			-			48
Issuance of common stock to 401(k) plan -- 262 shares		-		-		262			-			8			-			-			8
Balance March 31, 2023		-	$	-		16,243,551		$	16,243		$	128,666		$	300,047		$	(13,225	)	$	431,731

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	*Three Months Ended*
	*March 31,*
(Amounts in thousands)	*2023*			*2022*
Operating activities
Net income	$	11,782		$	9,515
Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses for loans		1,742			1,961
Depreciation and amortization of premises and equipment		921			1,108
(Accretion) amortization of premiums (discounts) on investments, net		(523	)		100
Amortization of intangible assets		234			357
Accretion on acquired loans		(193	)		(866	)
Equity-based compensation expense		120			172
Issuance of common stock to 401(k) plan		8			185
(Gain) loss on sale of premises and equipment, net		(2	)		(392	)
Loss (gain) on sale of other real estate owned		51			(5	)
Gain on sale of securities		(7	)		-
Decrease (increase) in accrued interest receivable		633			(200	)
Decrease (increase) in other operating activities		1,061			(1,497	)
Net cash provided by operating activities		15,827			10,438
Investing activities
Proceeds from sale of securities available for sale		17,007			-
Proceeds from maturities, prepayments, and calls of securities available for sale		10,618			4,763
Payments to acquire securities available for sale		(31,859	)		(203,170	)
Net decrease (increase) in loans		9,695			(78,716	)
Purchase of FHLB stock, net		(3,829	)		(238	)
Proceeds from bank owned life insurance		3,717			-
Proceeds from sale of premises and equipment		4			796
Payments to acquire premises and equipment		(1,012	)		(175	)
Proceeds from sale of other real estate owned		228			189
Net cash provided (used) by investing activities		4,569			(276,551	)
Financing activities
(Decrease) increase in noninterest-bearing deposits, net		(48,871	)		17,869
(Decrease) increase in interest-bearing deposits, net		(45,320	)		35,684
(Repayments) proceeds from securities sold under agreements to repurchase, net		(8	)		952
Proceeds from stock options exercised		48			103
Payments for repurchase of common stock		-			(4,087	)
Payments of common dividends		(4,706	)		(4,541	)
Net cash (used) provided by financing activities		(98,857	)		45,980
Net (decrease) increase in cash and cash equivalents		(78,461	)		(220,133	)
Cash and cash equivalents at beginning of period		170,846			677,439
Cash and cash equivalents at end of period	$	92,385		$	457,306

Supplemental disclosure -- cash flow information
Cash paid for interest	$	726		$	889
Cash paid for income taxes		-			-

Supplemental transactions -- noncash items
Transfer of loans to other real estate owned		57			17
Increase in accumulated other comprehensive income (loss), net of taxes		2,494			(4,966	)

See Notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Basis of Presentation

General

First Community Bankshares, Inc. (the “Company”), is a financial holding company incorporated under the laws of the Commonwealth of Virginia. The Company’s principal executive office is located in Bluefield, Virginia. The Company provides banking products and services to individual and commercial customers through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia-chartered banking institution founded in 1874. The Bank offers wealth management and investment advice through its Trust Division and wholly owned subsidiary First Community Wealth Management, Inc. (“FCWM”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.

Principles of Consolidation

The Company’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. The consolidated financial statements include all accounts of the Company and its wholly owned subsidiaries and eliminate all intercompany balances and transactions. The Company operates in one business segment, Community Banking, which consists of all operations, including commercial and consumer banking, lending activities, and wealth management. Operating results for interim periods are not necessarily indicative of results that may be expected for other interim periods or for the full year. In management’s opinion, the accompanying unaudited interim condensed consolidated financial statements contain all necessary adjustments, including normal recurring accruals, and disclosures for a fair presentation.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2023. The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements.

Reclassifications

Certain amounts reported in prior years have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on the Company’s results of operations, financial position, or net cash flow.

Use of Estimates

Preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that require the most subjective or complex judgments relate to fair value measurements, investment securities, the allowance for loan losses, goodwill and other intangible assets, and income taxes. A discussion of the Company’s application of critical accounting estimates is included in “Critical Accounting Estimates” in Item 2 of this report.

Significant Accounting Policies

The Company’s significant accounting policies are included in Note 1, “Basis of Presentation and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s 2022 Form 10-K.

Allowance for Credit Losses (“ACL”)

On January 1, 2021, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU applies to all financial assets measured at amortized cost and off balance sheet credit exposures, including loans, investment securities, and unfunded commitments.

ACL – Investment Securities

Each quarter, the Company evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value. The nature of the collateral is considered along with potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate changes since purchase, volatility of the security’s fair value and historical loss information for financial assets secured with similar collateral among other factors. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses in the Statement of Income and establish an allowance for credit losses on the Balance Sheet.

The Company excludes the accrued interest receivable from the amortized cost basis in measuring expected credit losses on the investment securities and does not record an allowance for credit losses on accrued interest receivable. As of March 31, 2023, the accrued interest receivable for investment securities available for sale was $1.01 million.

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The Company’s estimate of expected credit losses includes a measure of the expected risk of credit loss even if that risk is remote. The Company does not measure expected credit losses on an investment security in which historical credit loss information adjusted for current conditions and reasonable and supportable forecast results in an expectation that nonpayment of the amortized cost basis is zero. Nonpayment of the amortized cost basis is not expected to be zero solely on the basis of the current value of collateral securing the security but, also considers the nature of the collateral, potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate change since purchase, volatility of the security’s fair value and historical loss information for financial assets securitized with similar collateral. The Company performed an analysis that determined that the following securities have a zero expected credit loss: U.S. Treasury Securities, Agency-Backed Securities including Government National Mortgage Association (“GNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Federal Home Loan Bank (“FHLB”), Federal Farm Credit Banks (“FFCB”) and Small Business Administration (“SBA”). All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or one of its agencies. These securities are included in Government-Sponsored Entities Debt and Mortgage-Backed Securities line items in the Investment Securities footnote. Municipal securities and all other securities that do not have a zero expected credit loss will be evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value.

ACL – Loans

The Company reviews our allowance for credit losses quarterly to determine if it is sufficient to absorb expected loan losses in the portfolio. This determination requires management to make significant estimates and assumptions. While the Company uses its best judgment and available information, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates, and the view of regulatory authorities towards loan classifications. These uncertainties may result in material changes to the allowance for credit losses in the near term; however, the amount of the change cannot reasonably be estimated.

The ACL is an estimate of losses that will result from the inability of borrowers to make required loan payments. The Company established the incremental increase in the ACL at the adoption through retained earnings and subsequent adjustments will be made through a provision for credit losses charged to earnings. Loans charged off are recorded against the ACL and subsequent recoveries increase the ACL when they are recognized.

A systematic methodology is used to determine ACL for loans held for investment and certain off-balance sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. The Company considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgement and reflects management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.

The Company collectively evaluates loans that share similar risk characteristics. In general, loans are segmented by loan purpose. The Company collectively evaluates loans within the following consumer and commercial segments: Loans secured by 1-4 Family Properties, Home Equity Lines of Credit (“HELOC”), Owner Occupied Construction Loans, Consumer Loans, Commercial and Industrial, Multi-family, Non-farm/Non-residential Property, Commercial Construction/A&D/other Land Loans, Agricultural Loans, Credit Card Loans, Loans Secured by Farmland, and Other Consumer Loans (Overdrafts).

Risk characteristics of residential real estate loans which include loans secured by Single family properties, HELOC, and Owner occupied construction loans are dependent upon individual borrowers who are affected by changes in general economic conditions, real estate valuations, and the demand for housing. Commercial and Industrial, Multi-family residential, Non-farm/non-residential, Agricultural, and Loans secured by Farmland are similar in that they are generally dependent upon the borrower's internal cash flow from operations to service the debt and changes in general economic conditions. Commercial construction, Development, and other land loans, Consumer, and Other consumer loans (open pool) are similar in that they are dependent on changes in general economic conditions.

For collectively evaluated loans, the Company uses a combination of discounted cash flow and remaining life to estimate expected credit losses. During 2022, the Company changed third party model providers which necessitated a change from remaining life to open pool for the portfolios noted above. The change in method was not quantitatively significant. In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL. The Company utilized call report data to measure its and its peers' historical credit losses experience with similar risk characteristics within the segments over an economic cycle. The Company reviewed the historical loss information to appropriately adjust for differences in current asset specific risk characteristics. Also considered were further adjustments to historical loss information for current conditions and reasonable and supportable forecasts that differ from the conditions that existed for the period over which historical information was evaluated. For the majority of the segments of collectively evaluated loans, the Company incorporated at least one macroeconomic driver using a statistical regression modeling methodology.

The Company considers forward-looking information in estimated expected credit losses. The Company subscribes to a third-party service which provides summary detail of dozens of economic forecasts. Using that information and other publicly available economic forecasts, management determines the economic variables to use for the one-year reasonable and supportable forecast period. Management has determined that the forecast period is consistent with how the Company has historically forecasted for its profitability planning and capital management. Management has evaluated the appropriateness of the reasonable and supportable forecast for the current period along with the inputs used in the estimation of expected credit losses. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to historical loss information over eight quarters using a straight-line approach. Management may apply different reversion techniques depending on the economic environment for the financial asset portfolio and as of the current period has utilized a linear reversion technique.

Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance sheet credit exposures, The Company considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation. Each period the Company considers qualitative factors that are relevant within the qualitative framework that includes the following: 1) changes in lending policies and procedures, 2) changes in economic conditions, 3) changes in portfolio nature and volume, 4) changes in management, 5) changes in past due loans, 6) changes in the quality of the Company’s credit review system, 7) changes in the value of underlying collateral, 8) the effect of concentrations of credit, and 9) the effect of other external factors.

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When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. The Company currently maintains a net book balance threshold of $500,000 for individually-evaluated loans. Generally, individually-evaluated loans are on nonaccrual status. Based on the threshold above, consumer loans will generally remain in pools unless they meet the dollar threshold and foreclosure is probable. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, Management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of March 31, 2023, the accrued interest receivable for loans was $7.64 million.

Effective January 1, 2023, the Company adopted Financial Accounting Standards Board issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. As noted, the allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made at the time of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness that is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. Additionally, the Company may allow a loan to go interest only for a specified period of time.

The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The estimates are determined based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding. Estimated credit losses on subsequently funded balances are based on the same assumptions as used to estimate credit losses on existing funded loans. The expected losses associated with these exposures within the unfunded portion of the loans will be recorded as a liability on the balance sheet with an offsetting income statement expense. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. As of March 31, 2023, the liability recorded for expected credit losses on unfunded commitments in Other Liabilities was $964 thousand.

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Recent Accounting Standards

Standards Adopted in 2023

In March 2022, the Financial Accounting Standards Board issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. This new accounting topic provided accounting guidance for troubled debt restructuring (TDR) and write-offs, effective January 1, 2023. The amendments eliminated TDR accounting guidance for issuers that adopted ASU 2016-13, created a single loan modification accounting model, and clarified disclosure requirements for loan modifications and write-offs. We adopted this standard, effective January 1, 2023. The updated guidance had no material impact on our Consolidated Financial Statements.

The Company does not expect other recent accounting standards issued by the FASB or other standards-setting bodies to have a material impact on the consolidated financial statements.

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Note 2. Divestitures

On September 16, 2022, the Company completed the sale of its Emporia, Virginia branch to Benchmark Community Bank (the "Emporia Branch Sale"). The sale included the branch real estate, certain personal property, and all deposits associated with the branch. There were no loans included in the transaction. Benchmark paid a deposit premium of two percent for certain deposits. In addition, Benchmark paid $1.50 million for branch real estate and certain personal property. Total deposits acquired by Benchmark totaled $61.05 million. The deposits were composed of $18.38 million in demand, $28.46 million in interest-bearing demand, $11.52 million in savings, and $2.69 million in time deposits. The Company recognized a gain of $1.66 million from the Emporia Branch Sale.

On November 18, 2022, the Company and NC-based Surrey Bancorp ("Surrey"), parent company of Surrey Bank & Trust, jointly announced their entry into an agreement and plan of merger pursuant to which First Community would acquire Surrey and its wholly-owned bank subsidiary, Surrey Bank & Trust. The Company completed its acquisition of Surrey Bancorp and its subsidiary, Surrey Bank & Trust, on April 21, 2023. At closing, Surrey had approximately $468 million in assets, $253 million in loans, and $405 million in deposits.

Note 3. Debt Securities

There was no allowance for credit losses for debt securities as of March 31, 2023; therefore, it is not presented in the table below. The following tables present the amortized cost and fair value of available-for-sale debt securities, including gross unrealized gains and losses, as of the dates indicated:

	*March 31, 2023*
	*Amortized*		*Unrealized*		*Unrealized*			*Fair*
	*Cost*		*Gains*		*Losses*			*Value*
(Amounts in thousands)
U.S. Agency securities	$	1,500	$	-	$	(9	)	$	1,491
U.S. Treasury Notes		174,052		3		(3,369	)		170,686
Municipal securities		23,012		25		(80	)		22,957
Corporate notes		31,543		-		(1,764	)		29,779
Agency mortgage-backed securities		94,780		4		(11,428	)		83,356
Total	$	324,887	$	32	$	(16,650	)	$	308,269

	*December 31, 2022*
	*Amortized*		*Unrealized*		*Unrealized*			*Fair*
	*Cost*		*Gains*		*Losses*			*Value*
(Amounts in thousands)
U.S. Agency securities	$	1,500	$	—	$	(15	)	$	1,485
U.S. Treasury Notes		161,617		-		(4,353	)		157,264
Municipal securities		23,480		21		(192	)		23,309
Corporate notes		37,046		—		(2,189	)		34,857
Agency mortgage-backed securities		96,480		3		(13,049	)		83,434
Total	$	320,123	$	24	$	(19,798	)	$	300,349

The following table presents the amortized cost and aggregate fair value of available-for-sale debt securities by contractual maturity, as of the date indicated. Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.

	*March 31, 2023*
	*Amortized*
(Amounts in thousands)	*Cost*		*Fair Value*
Available-for-sale debt securities
Due within one year	$	157,230	$	154,233
Due after one year but within five years		70,343		68,145
Due after five years but within ten years		2,534		2,535
		230,107		224,913
Agency mortgage-backed securities		94,780		83,356
Total debt securities available for sale	$	324,887	$	308,269

The following tables present the fair values and unrealized losses for available-for-sale debt securities in a continuous unrealized loss position for less than 12 months and for 12 months or longer as of the dates indicated:

	*March 31, 2023*
	*Less than 12 Months*					*12 Months or Longer*					*Total*
	*Fair*		*Unrealized*			*Fair*		*Unrealized*			*Fair*		*Unrealized*
	*Value*		*Losses*			*Value*		*Losses*			*Value*		*Losses*
(Amounts in thousands)
U.S. Agency securities	$	1,491	$	(9	)	$	-	$	-		$	1,491	$	(9	)
U.S. Treasury Notes		54,208		(554	)		106,906		(2,815	)		161,114		(3,369	)
Municipal securities		7,463		(60	)		1,169		(20	)		8,632		(80	)
Corporate notes		2,972		(28	)		26,807		(1,736	)		29,779		(1,764	)
Agency mortgage-backed securities		10,009		(513	)		73,212		(10,915	)		83,221		(11,428	)
Total	$	76,143	$	(1,164	)	$	208,094	$	(15,486	)	$	284,237	$	(16,650	)

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	*December 31, 2022*
	*Less than 12 Months*					*12 Months or Longer*					*Total*
	*Fair*		*Unrealized*			*Fair*		*Unrealized*			*Fair*		*Unrealized*
	*Value*		*Losses*			*Value*		*Losses*			*Value*		*Losses*
(Amounts in thousands)
U.S. Agency securities	$	1,485	$	(15	)	$	—	$	—		$	1,485	$	(15	)
U.S. Treasury Notes		157,264		(4,353	)		—		—			157,264		(4,353	)
Municipal securities		12,347		(192	)		—		—			12,347		(192	)
Corporate notes		32,368		(2,172	)		2,489		(17	)		34,857		(2,189	)
Agency mortgage-backed securities		64,993		(8,824	)		18,305		(4,225	)		83,298		(13,049	)
Total	$	268,457	$	(15,556	)	$	20,794	$	(4,242	)	$	289,251	$	(19,798	)

There were 100 individual debt securities in an unrealized loss position as of March 31, 2023, and the combined depreciation in value represented 5.40% of the debt securities portfolio. There were 113 individual debt securities in an unrealized loss position as of December 31, 2022, and their combined depreciation in value represented 6.59% of the debt securities portfolio.

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United State Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities available for sale in an unrealized loss position as of March 31, 2023, continue to perform as scheduled and we do not believe that there is a credit loss or that a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. See Note 1 – Basis of Presentation for further discussion.

Management continues to monitor all of our securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of its securities may be sold or would require a charge to earnings as a provision for credit losses in such periods.

A gross realized gain from the sale of available-for-sale debt securities of $7 thousand was recognized for the three months ended March 31, 2023; no gross realized gains and losses were realized for the same period in 2022 .

The carrying amount of securities pledged for various purposes totaled $21.07 million as of March 31, 2023, and $22.43 million as of December 31, 2022.

Note 4. Loans

The Company groups loans held for investment into three segments (commercial loans, consumer real estate loans, and consumer and other loans) with each segment divided into various classes. Customer overdrafts reclassified as loans totaled $1.25 million as of March 31, 2023, and $1.80 million as of December 31, 2022. Deferred loan fees, net of loan costs, totaled $3.85 million as of March 31, 2023, and $8.81 million as of December 31, 2022.

In accordance with the adoption of ASU 2016-13, the table below reflects the loan portfolio at the amortized cost basis to include net deferred loan fees of $3.85 million and $8.81 million and unamortized discount related to loans acquired of $8.31 million and $3.80 million for March 31, 2023, and December 31, 2022, respectively. Accrued interest receivable (AIR) of $7.64 million as of March 31, 2023, and $7.94 million as of December 31, 2022, is accounted for separately and reported in Interest Receivable on the Consolidated Balance Sheet.

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	*March 31, 2023*					*December 31, 2022*
(Amounts in thousands)	*Amount*		*Percent*			*Amount*		*Percent*
Loans held for investment
Commercial loans
Construction, development, and other land	$	115,023		4.81	%	$	117,174		4.88	%
Commercial and industrial		151,293		6.33	%		150,428		6.27	%
Multi-family residential		148,746		6.23	%		148,026		6.17	%
Single family non-owner occupied		207,632		8.69	%		206,121		8.59	%
Non-farm, non-residential		793,229		33.21	%		787,703		32.82	%
Agricultural		12,042		0.50	%		12,032		0.50	%
Farmland		12,137		0.51	%		11,779		0.49	%
Total commercial loans		1,440,102		60.28	%		1,433,263		59.72	%
Consumer real estate loans
Home equity lines		73,762		3.09	%		75,642		3.15	%
Single family owner occupied		727,202		30.44	%		734,540		30.61	%
Owner occupied construction		10,276		0.43	%		10,366		0.43	%
Total consumer real estate loans		811,240		33.96	%		820,548		34.19	%
Consumer and other loans
Consumer loans		136,310		5.71	%		144,582		6.02	%
Other		1,245		0.05	%		1,804		0.07	%
Total consumer and other loans		137,555		5.76	%		146,386		6.09	%
Total loans held for investment, net of unearned income	$	2,388,897		100.00	%	$	2,400,197		100.00	%

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Note 5. Credit Quality

The Company uses a risk grading matrix to assign a risk grade to each loan in its portfolio. Loan risk ratings may be upgraded or downgraded to reflect current information identified during the loan review process. The general characteristics of each risk grade are as follows:

●

Pass -- This grade is assigned to loans with acceptable credit quality and risk. The Company further segments this grade based on borrower characteristics that include capital strength, earnings stability, liquidity, leverage, and industry conditions.

●

Special Mention -- This grade is assigned to loans that require an above average degree of supervision and attention. These loans have the characteristics of an asset with acceptable credit quality and risk; however, adverse economic or financial conditions exist that create potential weaknesses deserving of management’s close attention. If potential weaknesses are not corrected, the prospect of repayment may worsen.

●

Substandard -- This grade is assigned to loans that have well defined weaknesses that may make payment default, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondary repayment sources, or events outside the normal course of business to meet repayment terms.

●

Doubtful -- This grade is assigned to loans that have the weaknesses inherent in substandard loans; however, the weaknesses are so severe that collection or liquidation in full is unlikely based on current facts, conditions, and values. Due to certain specific pending factors, the amount of loss cannot yet be determined.

●

Loss -- This grade is assigned to loans that will be charged off or charged down when payments, including the timing and value of payments, are uncertain. This risk grade does not imply that the asset has no recovery or salvage value, but simply means that it is not practical or desirable to defer writing off, either all or a portion of, the loan balance even though partial recovery may be realized in the future.

The following table presents the recorded investment of the loan portfolio, by loan class and credit quality, as of the dates indicated:

	*March 31, 2023*
			*Special*
(Amounts in thousands)	*Pass*		*Mention*		*Substandard*		*Doubtful*		*Loss*		*Total*
Commercial loans
Construction, development, and other land	$	114,002	$	323	$	698	$	-	$	-	$	115,023
Commercial and industrial		146,749		2,795		1,749		-		-		151,293
Multi-family residential		144,909		3,629		208		-		-		148,746
Single family non-owner occupied		197,731		2,006		7,895		-		-		207,632
Non-farm, non-residential		770,509		10,865		11,855		-		-		793,229
Agricultural		11,896		44		102		-		-		12,042
Farmland		10,257		560		1,320		-		-		12,137
Consumer real estate loans
Home equity lines		71,030		198		2,534		-		-		73,762
Single family owner occupied		700,431		1,875		24,896		-		-		727,202
Owner occupied construction		10,116		-		160		-		-		10,276
Consumer and other loans
Consumer loans		133,417		10		2,883		-		-		136,310
Other		1,245		-		-		-		-		1,245
Total loans	$	2,312,292	$	22,305	$	54,300	$	-	$	-	$	2,388,897

	*December 31, 2022*
			*Special*
(Amounts in thousands)	*Pass*		*Mention*		*Substandard*		*Doubtful*		*Loss*		*Total*

Commercial loans
Construction, development, and other land	$	115,972	$	853	$	349	$	-	$	-	$	117,174
Commercial and industrial		147,543		920		1,965		-		-		150,428
Multi-family residential		143,859		3,946		221		-		-		148,026
Single family non-owner occupied		195,775		2,303		8,043		-		-		206,121
Non-farm, non-residential		761,154		14,903		11,646		-		-		787,703
Agricultural		11,722		47		263		-		-		12,032
Farmland		9,868		573		1,338		-		-		11,779
Consumer real estate loans
Home equity lines		72,927		288		2,427		-		-		75,642
Single family owner occupied		706,952		1,958		25,630		-		-		734,540
Owner occupied construction		10,204		-		162		-		-		10,366
Consumer and other loans
Consumer loans		141,551		11		3,020		-		-		144,582
Other		1,804		-		-		-		-		1,804
Total loans	$	2,319,331	$	25,802	$	55,064	$	-	$	-	$	2,400,197

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The following tables present the amortized cost basis and current period gross write-offs of the loan portfolio, by year of origination, loan class, and credit quality, as of the date indicated:

(Amounts in thousands)	*Term Loans Amortized Cost Basis by Origination Year*
Balance at March 31, 2023	*2023*		*2022*		*2021*		*2020*		*2019*		*Prior*		*Revolving*		*Total*
Construction, development and other land
Pass	$	1,395	$	62,109	$	36,248	$	4,350	$	2,742	$	5,780	$	1,378	$	114,002
Special Mention		-		-		-		238		-		85		-		323
Substandard		-		-		225		-		205		268		-		698
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total construction, development, and other land	$	1,395	$	62,109	$	36,473	$	4,588	$	2,947	$	6,133	$	1,378	$	115,023
Current period gross write-offs	$	-	$	-	$	-	$	-	$	13	$	-	$	-	$	13
Commercial and industrial
Pass	$	8,914	$	64,754	$	21,001	$	11,423	$	6,813	$	14,684	$	19,160	$	146,749
Special Mention		-		1,144		17		15		321		601		697		2,795
Substandard		-		211		163		97		604		674		-		1,749
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total commercial and industrial	$	8,914	$	66,109	$	21,181	$	11,535	$	7,738	$	15,959	$	19,857	$	151,293
Current period gross write-offs	$	-	$	-	$	59	$	-	$	32	$	-	$	-	$	91
Multi-family residential
Pass	$	463	$	44,906	$	20,587	$	30,849	$	3,699	$	41,118	$	3,287	$	144,909
Special Mention		-		-		-		-		-		3,629		-		3,629
Substandard		-		-		-		-		-		208		-		208
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total multi-family residential	$	463	$	44,906	$	20,587	$	30,849	$	3,699	$	44,955	$	3,287	$	148,746
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Non-farm, non-residential
Pass	$	15,917	$	221,536	$	147,370	$	112,918	$	50,646	$	210,888	$	11,234	$	770,509
Special Mention		-		-		1,905		845		-		8,103		12		10,865
Substandard		-		88		1,110		536		3,609		6,317		195		11,855
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total non-farm, non-residential	$	15,917	$	221,624	$	150,385	$	114,299	$	54,255	$	225,308	$	11,441	$	793,229
Current period gross write-offs	$	-	$	8	$	-	$	-	$	-	$	2	$	-	$	10
Agricultural
Pass	$	1,650	$	5,514	$	2,911	$	885	$	295	$	183	$	458	$	11,896
Special Mention		-		-		31		12		-		1		-		44
Substandard		-		-		35		-		46		21		-		102
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total agricultural	$	1,650	$	5,514	$	2,977	$	897	$	341	$	205	$	458	$	12,042
Current period gross write-offs	$	-	$	59	$	-	$	-	$	-	$	-	$	-	$	59
Farmland
Pass	$	823	$	640	$	597	$	777	$	71	$	6,662	$	687	$	10,257
Special Mention		-		-		108		12		-		440		-		560
Substandard		-		-		-		12		-		1,308		-		1,320
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total farmland	$	823	$	640	$	705	$	801	$	71	$	8,410	$	687	$	12,137
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

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(Amounts in thousands)	*Term Loans Amortized Cost Basis by Origination Year*
Balance at March 31, 2023	*2023*		*2022*		*2021*		*2020*		*2019*		*Prior*		*Revolving*		*Total*
Home equity lines
Pass	$	85	$	976	$	97	$	143	$	-	$	4,288	$	65,441	$	71,030
Special Mention		-		-		-		-		-		43		155		198
Substandard		-		13		-		27		35		1,134		1,325		2,534
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total home equity lines	$	85	$	989	$	97	$	170	$	35	$	5,465	$	66,921	$	73,762
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	9	$	-	$	9
Single family Mortgage
Pass	$	16,097	$	157,381	$	233,020	$	203,425	$	48,065	$	239,664	$	510	$	898,162
Special Mention		-		-		349		90		124		3,318		-		3,881
Substandard		-		455		1,314		866		1,226		28,930		-		32,791
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total single family owner and non-owner occupied	$	16,097	$	157,836	$	234,683	$	204,381	$	49,415	$	271,912	$	510	$	934,834
Current period gross write-offs	$	-	$	-	$	31	$	-	$	-	$	58	$	-	$	89
Owner occupied construction
Pass	$	159	$	6,979	$	2,535	$	-	$	14	$	429	$	-	$	10,116
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		159		-		1		-		160
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total owner occupied construction	$	159	$	6,979	$	2,535	$	159	$	14	$	430	$	-	$	10,276
Current period gross write-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Consumer loans
Pass	$	10,475	$	62,509	$	32,019	$	13,115	$	6,243	$	2,555	$	7,746	$	134,662
Special Mention		-		-		4		-		5		-		1		10
Substandard		28		892		933		459		298		213		60		2,883
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total consumer loans	$	10,503	$	63,401	$	32,956	$	13,574	$	6,546	$	2,768	$	7,807	$	137,555
Current period gross write-offs	$	200	$	1,031	$	802	$	136	$	78	$	14	$	38	$	2,299

(Amounts in thousands)	*Term Loans Amortized Cost Basis by Origination Year*
Balance at March 31, 2023	*2023*		*2022*		*2021*		*2020*		*2019*		*Prior*		*Revolving*		*Total*
Total Loans
Pass	$	55,978	$	627,304	$	496,385	$	377,885	$	118,588	$	526,251	$	109,901	$	2,312,292
Special Mention		-		1,144		2,414		1,212		450		16,220		865		22,305
Substandard		28		1,659		3,780		2,156		6,023		39,074		1,580		54,300
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total loans	$	56,006	$	630,107	$	502,579	$	381,253	$	125,061	$	581,545	$	112,346	$	2,388,897
Current period gross write-offs	$	200	$	1,098	$	892	$	136	$	123	$	83	$	38	$	2,570

Table of Contents

(Amounts in thousands)	*Term Loans Amortized Cost Basis by Origination Year*
Balance at December 31, 2022	*2022*		*2021*		*2020*		*2019*		*2018*		*Prior*		*Revolving*		*Total*
Construction, development
and other land
Pass	$	58,770	$	39,995	$	4,602	$	3,050	$	2,485	$	5,608	$	1,462	$	115,972
Special Mention		-		225		-		-		94		534		-		853
Substandard		-		-		267		71		11		-		-		349
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total construction, development, and other land	$	58,770	$	40,220	$	4,869	$	3,121	$	2,590	$	6,142	$	1,462	$	117,174
Commercial and industrial
Pass	$	69,678	$	23,746	$	12,047	$	7,729	$	9,121	$	8,890	$	16,332	$	147,543
Special Mention		227		20		21		367		185		1		99		920
Substandard		130		112		114		620		192		797		-		1,965
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total commercial and industrial	$	70,035	$	23,878	$	12,182	$	8,716	$	9,498	$	9,688	$	16,431	$	150,428
Multi-family residential
Pass	$	45,261	$	20,881	$	31,087	$	3,733	$	1,328	$	41,063	$	506	$	143,859
Special Mention		-		-		-		-		-		3,946		-		3,946
Substandard		-		-		-		-		-		221		-		221
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total multi-family residential	$	45,261	$	20,881	$	31,087	$	3,733	$	1,328	$	45,230	$	506	$	148,026
Non-farm, non-residential
Pass	$	218,595	$	145,675	$	114,840	$	52,575	$	35,564	$	185,448	$	8,457	$	761,154
Special Mention		-		1,927		852		1,193		2,708		8,076		147		14,903
Substandard		-		1,267		675		2,509		1,531		5,664		-		11,646
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total non-farm, non-residential	$	218,595	$	148,869	$	116,367	$	56,277	$	39,803	$	199,188	$	8,604	$	787,703
Agricultural
Pass	$	6,244	$	3,225	$	1,003	$	376	$	154	$	214	$	506	$	11,722
Special Mention		-		33		14		-		-		-		-		47
Substandard		124		37		1		66		24		11		-		263
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total agricultural	$	6,368	$	3,295	$	1,018	$	442	$	178	$	225	$	506	$	12,032
Farmland
Pass	$	646	$	713	$	796	$	77	$	869	$	6,150	$	617	$	9,868
Special Mention		-		109		-		-		222		242		-		573
Substandard		-		-		12		-		253		1,073		-		1,338
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total farmland	$	646	$	822	$	808	$	77	$	1,344	$	7,465	$	617	$	11,779

Table of Contents

(Amounts in thousands)	*Term Loans Amortized Cost Basis by Origination Year*
Balance at December 31, 2022	*2022*		*2021*		*2020*		*2019*		*2018*		*Prior*		*Revolving*		*Total*
Home equity lines
Pass	$	1,960	$	198	$	241	$	-	$	24	$	7,429	$	63,075	$	72,927
Special Mention		-		-		-		-		-		117		171		288
Substandard		-		-		27		35		114		1,253		998		2,427
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total home equity lines	$	1,960	$	198	$	268	$	35	$	138	$	8,799	$	64,244	$	75,642
Single family Mortgage
Pass	$	157,890	$	237,363	$	207,480	$	48,795	$	36,678	$	214,148	$	373	$	902,727
Special Mention		-		376		90		363		262		3,170		-		4,261
Substandard		461		1,196		740		1,217		1,991		28,068		-		33,673
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total single family owner and non-owner occupied	$	158,351	$	238,935	$	208,310	$	50,375	$	38,931	$	245,386	$	373	$	940,661
Owner occupied construction
Pass	$	6,357	$	3,344	$	-	$	23	$	11	$	469	$	-	$	10,204
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		162		-		-		-		-		162
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total owner occupied construction	$	6,357	$	3,344	$	162	$	23	$	11	$	469	$	-	$	10,366
Consumer loans
Pass	$	69,579	$	37,603	$	16,033	$	7,640	$	2,528	$	2,040	$	7,932	$	143,355
Special Mention		-		5		-		6		-		-		-		11
Substandard		881		1,002		466		416		36		159		60		3,020
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total consumer loans	$	70,460	$	38,610	$	16,499	$	8,062	$	2,564	$	2,199	$	7,992	$	146,386

(Amounts in thousands)	*Term Loans Amortized Cost Basis by Origination Year*
Balance at December 31, 2022	*2022*		*2021*		*2020*		*2019*		*2018*		*Prior*		*Revolving*		*Total*
Total Loans
Pass	$	634,980	$	512,743	$	388,129	$	123,998	$	88,762	$	471,459	$	99,260	$	2,319,331
Special Mention		227		2,695		977		1,929		3,471		16,086		417		25,802
Substandard		1,596		3,614		2,464		4,934		4,152		37,246		1,058		55,064
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
Total loans	$	636,803	$	519,052	$	391,570	$	130,861	$	96,385	$	524,791	$	100,735	$	2,400,197

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The Company generally places a loan on nonaccrual status when it is 90 days or more past due. The following table presents nonaccrual loans, by loan class, as of the dates indicated:

	*March 31, 2023*						*December 31, 2022*
(Amounts in thousands)	*No Allowance*		*With an Allowance*		*Total*		*No Allowance*		*With an Allowance*		*Total*
Commercial loans
Construction, development, and other land	$	425	$	-	$	425	$	31	$	-	$	31
Commercial and industrial		502		-		502		438		-		438
Multi-family residential		208		-		208		220		-		220
Single family non-owner occupied		942		-		942		984		-		984
Non-farm, non-residential		1,524		-		1,524		1,771		-		1,771
Agricultural		7		-		7		9		-		9
Farmland		133		-		133		133		-		133
Consumer real estate loans
Home equity lines		612		-		612		400		-		400
Single family owner occupied		8,303		586		8,889		8,228		589		8,817
Owner occupied construction		-		-		-		-		-		-
Consumer and other loans
Consumer loans		2,315		-		2,315		2,405		-		2,405
Total nonaccrual loans	$	14,971	$	586	$	15,557	$	14,619	$	589	$	15,208

During the first quarter of 2023, no nonaccrual loan interest was recognized compared to $4 thousand for the same period of 2022.

The following tables presents the aging of past due loans, by loan class, as of the dates indicated. Nonaccrual loans 30 days or more past due are included in the applicable delinquency category:

	*March 31, 2023*
													*Amortized Cost of*
	*30 - 59 Days*		*60 - 89 Days*		*90+ Days*		*Total*		*Current*		*Total*		*> 90 Days Accruing*
(Amounts in thousands)	*Past Due*		*Past Due*		*Past Due*		*Past Due*		*Loans*		*Loans*		*No Allowance*

Commercial loans
Construction, development, and other land	$	173	$	17	$	418	$	608	$	114,415	$	115,023	$	-
Commercial and industrial		422		112		332		866		150,427		151,293		-
Multi-family residential		133		-		-		133		148,613		148,746		-
Single family non-owner occupied		1,169		169		120		1,458		206,174		207,632		-
Non-farm, non-residential		218		48		351		617		792,612		793,229		-
Agricultural		34		-		7		41		12,001		12,042		-
Farmland		-		-		133		133		12,004		12,137		-
Consumer real estate loans
Home equity lines		782		120		487		1,389		72,373		73,762		-
Single family owner occupied		5,172		2,603		2,222		9,997		717,205		727,202		-
Owner occupied construction		-		-		-		-		10,276		10,276		-
Consumer and other loans
Consumer loans		3,822		985		989		5,796		130,514		136,310		-
Other		-		-		-		-		1,245		1,245		-
Total loans	$	11,925	$	4,054	$	5,059	$	21,038	$	2,367,859	$	2,388,897	$	-

	*December 31, 2022*
													*Amortized Cost of*
	*30 - 59 Days*		*60 - 89 Days*		*90+ Days*		*Total*		*Current*		*Total*		*> 90 Days Accruing*
(Amounts in thousands)	*Past Due*		*Past Due*		*Past Due*		*Past Due*		*Loans*		*Loans*		*No Allowance*

Commercial loans
Construction, development, and other land	$	393	$	8	$	23	$	424	$	116,750	$	117,174	$	-
Commercial and industrial		756		129		217		1,102		149,326		150,428		-
Multi-family residential		-		-		83		83		147,943		148,026		-
Single family non-owner occupied		990		122		299		1,411		204,710		206,121		-
Non-farm, non-residential		646		52		548		1,246		786,457		787,703		-
Agricultural		36		135		9		180		11,852		12,032		-
Farmland		-		-		133		133		11,646		11,779		-
Consumer real estate loans
Home equity lines		519		115		262		896		74,746		75,642		-
Single family owner occupied		5,951		2,322		3,166		11,439		723,101		734,540		-
Owner occupied construction		-		-		-		-		10,366		10,366		-
Consumer and other loans
Consumer loans		4,282		1,960		1,459		7,701		136,881		144,582		-
Other		-		-		-		-		1,804		1,804		-
Total loans	$	13,573	$	4,843	$	6,199	$	24,615	$	2,375,582	$	2,400,197	$	-

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ASC 326 prescribes that when an entity determines foreclosure is probable, the expected credit loss is required to be measured based on the fair value of the collateral. As a practical expedient, an entity may use the fair value as of the reporting date when recording the net carrying amount of the asset. For the collateral dependent asset ("CDA") a credit loss expense is recorded for loan amounts in excess of fair value of the collateral. The table below summarizes collateral dependent loans, where foreclosure is probable, by type of collateral, and the extent to which they are collateralized during the period.

	*March 31, 2023*							*December 31, 2022*
(Amounts in thousands)	*Balance*		*Collateral Coverage*		%			*Balance*		*Collateral Coverage*		%
Commercial Real Estate
Hotel	$	-	$	-		-		$	-	$	-		-
Office		-		-		-			-		-		-
Other		-		-		-			-		-		-
Retail		-		-		-			-		-		-
Multi-Family
Industrial		-		-		-			-		-		-
Office		-		-		-			-		-		-
Other		-		-		-			-		-		-
Commercial and industrial
Industrial		-		-		-			-		-		-
Other		-		-		-			-		-		-
Home equity loans		-		-		-			-		-		-
Consumer owner occupied		586		574		97.99	%		589		574		97.45	%
Consumer		-		-		-			-		-		-
Total collateral dependent loans	$	586	$	574		97.99	%	$	589	$	574		97.45	%

The Company may make concessions in interest rates, loan terms and/or amortization terms when restructuring loans for borrowers experiencing financial difficulty. Effective, January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. The amendments eliminated TDR accounting guidance for issuers that adopted ASU 2016-13, created a single loan modification accounting model, and clarified disclosure requirements for loan modifications and write-offs. Presented below are the amortized cost basis and percentage of loan class for loan modifications made to borrowers experiencing financial difficulty by loan class, concession type, and financial effect as of the date indicated:


	*Payment Delays*
	*Amortized Cost Basis*		*% of Total Class of*
	*March 31, 2023*		*Financing Receivable*			*Financial Effect*

(Amounts in thousands)
Single family owner occupied	$	410		0.056	%	Deferred $6 thousand in principal to maturity
Total	$	410

	*Term Extensions*
	*Amortized Cost Basis*		*% of Total Class of*
	*March 31, 2023*		*Financing Receivable*			*Financial Effect*

(Amounts in thousands)
Consumer	$	9		0.007	%	Extended term from 60 to 84 months
Total	$	9


	*Principal Forgiveness*
	*Amortized Cost Basis*		*% of Total Class of*
	*March 31, 2023*		*Financing Receivable*			*Financial Effect*

(Amounts in thousands)
Single family owner occupied	$	10		0.001	%	Reduced amortized cost basis by $13 thousand
Total	$	10

Table of Contents

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. As of March 31, 2023, there were no modified loans (or portions of a loan) deemed uncollectible.

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

	*March 31, 2023*
	*Payment Status (Amortized Cost Basis)*
	*Current*		*30-89 Days Past Due*		*90+ Days Past Due*

(Amounts in thousands)
Single family owner occupied	$	420	$	-	$	-
Consumer		9		-		-
Total	$	429	$	-	$	-

Prior to the adoption of ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures below is the presentation of loans modified as TDRs, by loan class and accrual status, as of the date indicated:

	December 31, 2022
(Amounts in thousands)	Nonaccrual(1)		Accruing		Total
Commercial loans
Commercial and industrial	$	-	$	374	$	374
Single family non-owner occupied		142		838		980
Non-farm, non-residential		-		747		747
Consumer real estate loans
Home equity lines		-		55		55
Single family owner occupied		1,182		5,073		6,255
Owner occupied construction		-		-		-
Consumer and other loans
Consumer loans		-		25		25
Total TDRs	$	1,324	$	7,112	$	8,436

Allowance for credit losses related to TDRs					$	-

(1)	Nonaccrual TDRs are included in total nonaccrual loans disclosed in the nonaccrual table above.

The following table presents interest income recognized on TDRs for the periods indicated:

	Three Months Ended March 31,
	2022
(Amounts in thousands)
Interest income recognized	$	105

The following tables present loans modified as TDRs, by type of concession made and loan class, that were restructured during the periods indicated:

	*Three Months Ended March 31,*
	*2022*
(Amounts in thousands)	*Total Contracts*		*Pre-modification Recorded Investment*		*Post-modification Recorded Investment(1)*
Below market interest rate
Single family owner occupied		1	$	31	$	32
Total below market interest rate		1	$	31	$	32
Total		1	$	31	$	32

(1)	Represents the loan balance immediately following modification

Table of Contents

As of March 31, 2022, there was one payment in default in the amount of $41 thousand for troubled debt restructured loans.

The following table provides information about other real estate owned (“OREO”), which consists of properties acquired through foreclosure, as of the dates indicated:

	*March 31, 2023*		*December 31, 2022*
(Amounts in thousands)
OREO	$	481	$	703

OREO secured by residential real estate	$	249	$	407
Residential real estate loans in the foreclosure process⁽¹⁾	$	1,850	$	1,474

(1)	The recorded investment in consumer mortgage loans collateralized by residential real estate that are in the process of foreclosure according to local requirements of the applicable jurisdiction

Note 6. Allowance for Credit Losses

The following tables present the changes in the allowance for credit losses, by loan segment, during the periods indicated:

	*Three Months Ended March 31, 2023*
				*Consumer Real*			*Consumer and*			*Total*
(Amounts in thousands)	*Commercial*			*Estate*			*Other*			*Allowance*
Total allowance
Balance at beginning of year:
Allowance for credit losses - loans	$	17,213		$	8,931		$	4,412		$	30,556
Allowance for credit losses - loan commitments		1,018			156			22			1,196
Total allowance for credit losses beginning of year		18,231			9,087			4,434			31,752
Provision for credit losses:
Provision for credit losses - loans		37			103			1,834			1,974
(Recovery of) provision for credit losses - loan commitments		(232	)		(6	)		6			(232	)
Total provision for credit losses - loans and loan commitments		(195	)		97			1,840			1,742
Charge-offs		(173	)		(98	)		(2,299	)		(2,570	)
Recoveries		192			59			578			829
Net recoveries (charge-offs)		19			(39	)		(1,721	)		(1,741	)
Allowance for credit losses - loans		17,269			8,995			4,525			30,789
Allowance for credit losses - loan commitments		786			150			28			964
Ending balance	$	18,055		$	9,145		$	4,553		$	31,753

	*Three Months Ended March 31, 2022*
				*Consumer Real*			*Consumer and*			*Total*
(Amounts in thousands)	*Commercial*			*Estate*			*Other*			*Allowance*
Total allowance
Balance at beginning of year:
Allowance for credit losses - loans	$	14,775		$	9,972		$	3,111		$	27,858
Allowance for credit losses - loan commitments		576			88			14			678
Total allowance for credit losses beginning of year		15,351			10,060			3,125			28,536
Provision for credit losses:
Provision for credit losses - loans		1,108			(241	)		1,094			1,961
(Recovery of) provision for credit losses - loan commitments		87			6			5			98
Total provision for credit losses - loans and loan commitments		1,195			(235	)		1,099			2,059
Charge-offs		(257	)		(6	)		(1,039	)		(1,302	)
Recoveries		270			39			155			464
Net (charge-offs) recoveries		13			33			(884	)		(838	)
Allowance for credit losses - loans		15,896			9,764			3,321			28,981
Allowance for credit losses - loan commitments		663			94			19			776
Ending balance	$	16,559		$	9,858		$	3,340		$	29,757

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Note 7. Deposits

The following table presents the components of deposits as of the dates indicated:

	*March 31, 2023*		*December 31, 2022*
(Amounts in thousands)
Noninterest-bearing demand deposits	$	823,297	$	872,168
Interest-bearing deposits:
Interest-bearing demand deposits		661,595		679,609
Money market accounts		279,139		264,734
Savings deposits		558,782		578,974
Certificates of deposit		165,709		180,008
Individual retirement accounts		96,102		103,322
Total interest-bearing deposits		1,761,327		1,806,647
Total deposits	$	2,584,624	$	2,678,815

Note 8. Leases

Operating leases are recorded as a right of use (“ROU”) asset and operating lease liability. The ROU asset is recorded in other assets, while the lease liability is recorded in other liabilities on the condensed balance sheet beginning January 1, 2019, when the Company adopted ASU 2016-02, on a prospective basis. The ROU asset represents the right to use an underlying asset during the lease term and the lease liability represents the obligation to make lease payments arising from the lease. The ROU asset and lease liability have been recognized based on the present value of the lease payments using a discount rate that represented our incremental borrowing rate at the lease commencement date or the date of adoption of ASU 2016-02. The lease expense, which is comprised of the amortization of the ROU asset and the implicit interest accreted on the lease liability, is recognized on a straight-line basis over the lease term, and is recorded in occupancy expense in the condensed statements of income.

The Company’s current operating leases relate to one existing bank branch and one operating lease acquired in a prior bank acquisition. The acquired operating lease was for vacant land and will terminate in July of 2029. The Company’s ROU asset was $625 thousand as of March 31, 2023 compared to $648 thousand as of December 31, 2022. The operating lease liability as of March 31, 2023, was $647 thousand compared to $670 thousand as of December 31, 2022. The Company’s total operating leases have remaining terms of 2 - 6 years; compared with 2 months to 6.5 years as of December 31, 2022. The March 31, 2023 weighted average discount rate of 3.28% did not change from December 31, 2022.

Future minimum lease payments as of the dates indicated are as follows:

Year	*March 31, 2023*
(Amounts in thousands)
2024	$	119
2025		113
2026		101
2027		101
2028 and thereafter		235
Total lease payments		669
Less: Interest		(22	)
Present value of lease liabilities	$	647

Year	*December 31, 2022*
(Amounts in thousands)
2023	$	119
2024		117
2025		101
2026		101
2027 and thereafter		261
Total lease payments		699
Less: Interest		(29	)
Present value of lease liabilities	$	670

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Note 9. Borrowings

The following table presents the components of borrowings as of the dates indicated:

	*March 31, 2023*					*December 31, 2022*
			*Weighted*					*Weighted*
(Amounts in thousands)	*Balance*		*Average Rate*			*Balance*		*Average Rate*
Retail repurchase agreements	$	1,866		0.06	%	$	1,874		0.07	%

Repurchase agreements are secured by certain securities that remain under the Company’s control during the terms of the agreements.

As of March 31, 2023, the Company had no long-term borrowings.

Unused borrowing capacity with the FHLB totaled $393.69 million, net of FHLB letters of credit of $118.94 million, as of March 31, 2023. As of March 31, 2023, the Company maintains $731.49 million in qualifying loans to secure the FHLB borrowing capacity.

Note 10. Derivative Instruments and Hedging Activities

Generally, derivative instruments help the Company manage exposure to market risk and meet customer financing needs. Market risk represents the possibility that fluctuations in external factors such as interest rates, market-driven loan rates, prices, or other economic factors will adversely affect economic value or net interest income.

The Company uses interest rate swap contracts to modify its exposure to interest rate risk caused by changes in the LIBOR curve in relation to certain designated fixed rate loans. These instruments are used to convert these fixed rate loans to an effective floating rate. If the LIBOR rate falls below the loan’s stated fixed rate for a given period, the Company will owe the floating rate payer the notional amount times the difference between LIBOR and the stated fixed rate. If LIBOR is above the stated rate for a given period, the Company will receive payments based on the notional amount times the difference between LIBOR and the stated fixed rate. In March 2020, the Company adopted ASU 2020-04, "Reference Rate Reform" which provided temporary guidance to ease the potential burden in accounting for reference rate reform. With global capital markets moving away from LIBOR, the guidance provided optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships that reference LIBOR. The migration from LIBOR is not expected to have any material effect on the Company's financial statements when and as changes are made to migrate from the reference rate.

Certain of the Company's interest rate swaps qualify as fair value hedging instruments; therefore, fair value changes in the derivative and hedged item attributable to the hedged risk are recognized in earnings in the same period. The fair value hedges were effective as of March 31, 2023.

Through July 2022, the Company had certain interest rate swaps that did not qualify as fair value hedges and the fair value changes in the derivative were recognized in earnings each period. On July 26, 2022, these swaps were terminated at a cost of $72 thousand.

The following table presents the notional, or contractual, amounts and fair values of derivative instruments as of the dates indicated:

	*March 31, 2023*						*December 31, 2022*
	*Notional or*		*Fair Value*				*Notional or*		*Fair Value*
	*Contractual*		*Derivative*		*Derivative*		*Contractual*		*Derivative*		*Derivative*
(Amounts in thousands)	*Amount*		*Assets*		*Liabilities*		*Amount*		*Assets*		*Liabilities*
Derivatives designated as hedges
Interest rate swaps	$	3,877	$	150	$	-	$	3,983	$	199	$	-
Total derivatives	$	3,877	$	150	$	-	$	3,983	$	199	$	-

The following table presents the effect of derivative and hedging activity, if applicable, on the consolidated statements of income for the periods indicated:

	*Three Months Ended March 31,*
(Amounts in thousands)	*2023*			*2022*		*Income Statement Location*
Derivatives designated as hedges
Interest rate swaps	$	(20	)	$	25	Interest and fees on loans
Derivatives not designated as hedges
Interest rate swaps		-			51	Interest and fees on loans
Total derivative (income) expense	$	(20	)	$	76

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Note 11. Employee Benefit Plans

The Company maintains two nonqualified domestic, noncontributory defined benefit plans (the “Benefit Plans”) for key members of senior management and non-management directors. The Company’s unfunded Benefit Plans include the Supplemental Executive Retention Plan ("SERP") and the Directors’ Supplemental Retirement Plan ("Director Plan"). The SERP was frozen near the end of 2021; the Director Plan was fundamentally frozen at that time as well. The following table presents the components of net periodic pension cost and the effect on the consolidated statements of income for the periods indicated:

	*Three Months Ended March 31,*
	*2023*		*2022*		*Income Statement Location*
(Amounts in thousands)
Service cost	$	-	$	-	Salaries and employee benefits
Interest cost		82		83	Other expense
Amortization of prior service cost		-		-	Other expense
Amortization of losses		33		34	Other expense
Net periodic cost	$	115	$	117

Note 12. Earnings per Share

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated:

	*Three Months Ended*
	*March 31,*
	*2023*		*2022*
(Amounts in thousands, except share and per share data)
Net income	$	11,782	$	9,515

Weighted average common shares outstanding, basic		16,228,297		16,817,284
Dilutive effect of potential common shares
Stock options		16,405		17,814
Unvested stock awards		44,787		29,417
Total dilutive effect of potential common shares		61,192		47,231
Weighted average common shares outstanding, diluted		16,289,489		16,864,515

Basic earnings per common share	$	0.73	$	0.57
Diluted earnings per common share		0.72		0.56

Antidilutive potential common shares
Stock options		131,198		131,198
Total potential antidilutive shares		131,198		131,198

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Note 13. Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax and by component, during the periods indicated:

	*Three Months Ended March 31, 2023*
	*Unrealized Gains*
	*(Losses) on Available-*
	*for-Sale Securities*			*Employee Benefit Plans*			*Total*
(Amounts in thousands)
Beginning balance	$	(15,621	)	$	(98	)	$	(15,719	)
Other comprehensive income before reclassifications		2,499			(26	)		2,473
Reclassified from AOCI		(5	)		26			21
Other comprehensive income, net		2,494			-			2,494
Ending balance	$	(13,127	)	$	(98	)	$	(13,225	)

	*Three Months Ended March 31, 2022*
	*Unrealized Gains*
	*(Losses) on Available-*
	*for-Sale Securities*			*Employee Benefit Plans*			*Total*
(Amounts in thousands)
Beginning balance	$	15		$	(1,561	)	$	(1,546	)
Other comprehensive loss before reclassifications		(4,658	)		(335	)		(4,993	)
Reclassified from AOCI		-			27			27
Other comprehensive loss, net		(4,658	)		(308	)		(4,966	)
Ending balance	$	(4,643	)	$	(1,869	)	$	(6,512	)

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The following table presents reclassifications out of AOCI, by component, during the periods indicated:

	*Three Months Ended*
	*March 31,*					*Income Statement*
(Amounts in thousands)	*2023*			*2022*		*Line Item Affected*
Available-for-sale securities
Gain recognized	$	(7	)	$	-	Net loss on sale of securities
Reclassified out of AOCI, before tax		(7	)		-	Income before income taxes
Income tax expense		(2	)		-	Income tax expense
Reclassified out of AOCI, net of tax		(5	)		-	Net income
Employee benefit plans
Amortization of prior service cost	$	-		$	-	Salaries and employee benefits
Amortization of net actuarial benefit cost		33			34	Salaries and employee benefits
Reclassified out of AOCI, before tax		33			34	Income before income taxes
Income tax expense		7			7	Income tax expense
Reclassified out of AOCI, net of tax		26			27	Net income
Total reclassified out of AOCI, net of tax	$	21		$	27	Net income

(1)	Amortization is included in net periodic pension cost. See Note 10, "Employee Benefit Plans."

Note 14. Fair Value

Financial Instruments Measured at Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows:

●

Level 1 – Observable, unadjusted quoted prices in active markets

●

Level 2 – Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability

●

Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions

The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. The following discussion describes the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments under the valuation hierarchy.

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Assets and Liabilities Reported at Fair Value on a Recurring Basis

Available-for-Sale Debt Securities

Debt securities available for sale are reported at fair value on a recurring basis. The fair value of Level 1 securities is based on quoted market prices in active markets, if available. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are primarily derived from or corroborated by observable market data. Level 2 securities use fair value measurements from independent pricing services obtained by the Company. These fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and bond terms and conditions. The Company’s Level 2 securities include U.S. Agency and Treasury securities, municipal securities, and mortgage-backed securities. Securities are based on Level 3 inputs when there is limited activity or less transparency to the valuation inputs. In the absence of observable or corroborated market data, internally developed estimates that incorporate market-based assumptions are used when such information is available.

Fair value models may be required when trading activity has declined significantly or does not exist, prices are not current, or pricing variations are significant. For Level 3 securities, the Company obtains the cash flow of specific securities from third parties that use modeling software to determine cash flows based on market participant data and knowledge of the structures of each individual security. The fair values of Level 3 securities are determined by applying proper market observable discount rates to the cash flow derived from third-party models. Discount rates are developed by determining credit spreads above a benchmark rate, such as LIBOR, and adding premiums for illiquidity, which are based on a comparison of initial issuance spread to LIBOR versus a financial sector curve for recently issued debt to LIBOR. Securities with increased uncertainty about the receipt of cash flows are discounted at higher rates due to the addition of a deal specific credit premium based on assumptions about the performance of the underlying collateral. Finally, internal fair value model pricing and external pricing observations are combined by assigning weights to each pricing observation. Pricing is reviewed for reasonableness based on the direction of specific markets and the general economic indicators.

Equity Securities. Equity securities are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. The Company uses Level 1 inputs to value equity securities that are traded in active markets. Equity securities that are not actively traded are classified in Level 2.

Loans Held for Investment. Loans held for investment that are subject to a fair value hedge are reported at fair value derived from third-party models. Loans designated in fair value hedges are recorded at fair value on a recurring basis.

Deferred Compensation Assets and Liabilities. Securities held for trading purposes are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheets. These securities include assets related to employee deferred compensation plans, which are generally invested in Level 1 equity securities. The liability associated with these deferred compensation plans is carried at the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets.

Derivative Assets and Liabilities. Derivatives are recorded at fair value on a recurring basis. The Company obtains dealer quotes, Level 2 inputs, based on observable data to value derivatives.

The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

	*March 31, 2023*
	*Total*		*Fair Value Measurements Using*
(Amounts in thousands)	*Fair Value*		*Level 1*		*Level 2*		*Level 3*
Available-for-sale debt securities
U.S. Agency securities	$	1,491	$	-	$	1,491	$	-
U.S. Treasury Notes		170,686		-		170,686		-
Municipal securities		22,957		-		22,957		-
Corporate Notes		29,779				29,779
Agency mortgage-backed securities		83,356		-		83,356		-
Total available-for-sale debt securities		308,269		-		308,269		-
Equity securities		55		-		55		-
Fair value loans		3,727		-		-		3,727
Derivative assets		150		-		150		-
Deferred compensation assets		5,658		5,658		-		-
Deferred compensation liabilities		5,658		5,658		-		-

	*December 31, 2022*
	*Total*		*Fair Value Measurements Using*
(Amounts in thousands)	*Fair Value*		*Level 1*		*Level 2*		*Level 3*
Available-for-sale debt securities
U.S. Agency securities	$	1,485	$	-	$	1,485	$	-
U.S. Treasury Notes		157,264		-		157,264		-
Municipal securities		23,309		-		23,309		-
Corporate notes		34,857		-		34,857		-
Agency mortgage-backed securities		83,434		-		83,434		-
Total available-for-sale debt securities		300,349		-		300,349		-
Equity securities		55		-		55		-
Fair value loans		3,784		-		-		3,784
Derivative assets		199		-		199		-
Deferred compensation assets		5,142		5,142		-		-
Deferred compensation liabilities		5,142		5,142		-		-

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Assets Measured at Fair Value on a Nonrecurring Basis

Impaired Loans. Prior to the adoption of ASU 2016-13, impaired loans were recorded at fair value on a nonrecurring basis when repayment is expected solely from the sale of the loan’s collateral. Fair value is based on appraised value adjusted for customized discounting criteria, Level 3 inputs.

The Company maintains an active and robust problem credit identification system. The impairment review includes obtaining third-party collateral valuations to help management identify potential credit impairment and determine the amount of impairment to record. The Company’s Special Assets staff manages and monitors all impaired loans. Internal collateral valuations are generally performed within two to four weeks of identifying the initial potential impairment. The internal valuation compares the original appraisal to current local real estate market conditions and considers experience and expected liquidation costs. The Company typically receives a third-party valuation within thirty to forty-five days of completing the internal valuation. When a third-party valuation is received, it is reviewed for reasonableness. Once the valuation is reviewed and accepted, discounts are applied to fair market value, based on, but not limited to, our historical liquidation experience for like collateral, resulting in an estimated net realizable value. The estimated net realizable value is compared to the outstanding loan balance to determine the appropriate amount of specific impairment reserve.

OREO. OREO is recorded at fair value on a nonrecurring basis using Level 3 inputs. The Company calculates the fair value of OREO from current or prior appraisals that have been adjusted for valuation declines, estimated selling costs, and other proprietary qualitative adjustments that are deemed necessary.

The following tables present assets measured at fair value on a nonrecurring basis, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

	*March 31, 2023*
	*Total*		*Fair Value Measurements Using*
	*Fair Value*		*Level 1*		*Level 2*		*Level 3*
(Amounts in thousands)
Collateral dependent assets with specific reserves	$	574	$	-	$	-	$	574
OREO	$	481	$	-	$	-	$	481

	*December 31, 2022*
	*Total*		*Fair Value Measurements Using*
	*Fair Value*		*Level 1*		*Level 2*		*Level 3*
(Amounts in thousands)
Collateral dependent assets with specific reserves	$	574	$	-	$	-	$	574
OREO		703		-		-		703

Quantitative Information about Level 3 Fair Value Measurements

The following tables provides quantitative information for assets measured at fair value on a nonrecurring basis using Level 3 valuation inputs as of the dates indicated:

			*Discount Range*
	*Valuation*	*Unobservable*	*(Weighted Average)*
	*Technique*	*Input*	*March 31, 2023*

Collateral dependent assets with specific reserves	Discounted appraisals(1)	Appraisal adjustments(2)		2% (2%)
OREO	Discounted appraisals(1)	Appraisal adjustments(2)		20% to 100% (77%)

(1)	Fair value is generally based on appraisals of the underlying collateral.
(2)	Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

			*Discount Range*
	*Valuation*	*Unobservable*	*(Weighted Average)*
	*Technique*	*Input*	*December 31, 2022*

Collateral dependent assets with specific reserves	Discounted appraisals(1)	Appraisal adjustments(2)		3% (3%)
OREO	Discounted appraisals(1)	Appraisal adjustments(2)		20% to 100% (69%)

(1)	Fair value is generally based on appraisals of the underlying collateral.
(2)	Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments.

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Fair Value of Financial Instruments

The Company uses various methodologies and assumptions to estimate the fair value of certain financial instruments. A description of valuation methodologies used for instruments not previously discussed is as follows:

Cash and Cash Equivalents. Cash and cash equivalents fair value is estimated at their carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

Accrued Interest Receivable/Payable. Accrued interest receivable/payable fair value is estimated at its carrying amount, which is considered a reasonable estimate due to the short-term nature of these instruments.

Deposits and Securities Sold Under Agreements to Repurchase. Deposits and repurchase agreements with fixed maturities and rates are estimated at fair value using discounted future cash flows that apply interest rates available in the market for instruments with similar characteristics and maturities.

FHLB and Other Borrowings. FHLB and other borrowings are estimated at fair value using discounted future cash flows that apply interest rates available to the Company for borrowings with similar characteristics and maturities.

Off-Balance Sheet Instruments. The Company believes that fair values of unfunded commitments to extend credit, standby letters of credit, and financial guarantees are not meaningful; therefore, off-balance sheet instruments are not addressed in the fair value disclosures. The Company believes it is not feasible or practical to accurately disclose the fair values of off-balance sheet instruments due to the uncertainty and difficulty in assessing the likelihood and timing of advancing available proceeds, the lack of an established market for these instruments, and the diversity in fee structures. For additional information about the unfunded, contractual value of off-balance sheet financial instruments, see Note 15, “Litigation, Commitments, and Contingencies,” to the Condensed Consolidated Financial Statements of this report.

The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated:

	*March 31, 2023*
	*Carrying*				*Fair Value Measurements Using*
(Amounts in thousands)	*Amount*		*Fair Value*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	92,385	$	92,385	$	92,385	$	-	$	-
Debt securities available for sale		308,269		308,269		-		308,269		-
Equity securities		55		55		-		55		-
Loans held for investment, net of allowance		2,358,108		2,215,745		-		-		2,215,745
Derivative financial assets		150		150		-		150		-
Interest receivable		8,646		8,646		-		8,646		-
Deferred compensation assets		5,658		5,658		5,658		-		-

Liabilities
Time deposits		261,811		259,870		-		259,870		-
Securities sold under agreements to repurchase		1,866		1,866		-		1,866		-
Interest payable		211		211		-		211		-
Deferred compensation liabilities		5,658		5,658		5,658		-		-

	*December 31, 2022*
	*Carrying*				*Fair Value Measurements Using*
(Amounts in thousands)	*Amount*		*Fair Value*		*Level 1*		*Level 2*		*Level 3*
Assets
Cash and cash equivalents	$	170,846	$	170,846	$	170,846	$	-	$	-
Debt securities available for sale		300,349		300,349		-		300,349		-
Equity securities		55		55		-		55		-
Loans held for investment, net of allowance		2,369,641		2,215,243		-		-		2,215,243
Interest receivable		9,279		9,279		-		9,279		-
Deferred compensation assets		5,142		5,142		5,142		-		-
Derivative assets		199		199		-		199		-

Liabilities
Time deposits		283,330		281,744		-		281,744		-
Securities sold under agreements to repurchase		1,874		1,874		-		1,874		-
Interest payable		159		159		-		159		-
Deferred compensation liabilities		5,142		5,142		5,142		-		-

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Note 15. Litigation, Commitments, and Contingencies

Litigation

In the normal course of business, the Company is a defendant in various legal actions and asserted claims. While the Company and its legal counsel are unable to assess the ultimate outcome of each of these matters with certainty, the Company believes the resolution of these actions, singly or in the aggregate, should not have a material adverse effect on its financial condition, results of operations, or cash flows.

Commitments and Contingencies

The Company is a party to financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and financial guarantees. These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized in the consolidated balance sheets. The contractual amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. If the other party to a financial instrument does not perform, the Company’s credit loss exposure is the same as the contractual amount of the instrument. The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments are expected to expire without being drawn on, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of each customer on a case-by-case basis. Collateral may include accounts receivable, inventory, property, plant and equipment, and income producing commercial properties. The Company maintains a reserve for the risk inherent in unfunded lending commitments, which is included in other liabilities in the consolidated balance sheets.

Standby letters of credit and financial guarantees are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit to customers. The amount of collateral obtained, if deemed necessary, to secure the customer’s performance under certain letters of credit is based on management’s credit evaluation of the customer.

The following table presents the off-balance sheet financial instruments as of the dates indicated:

	*March 31, 2023*		*December 31, 2022*
(Amounts in thousands)
Commitments to extend credit	$	259,156	$	278,926
Standby letters of credit and financial guarantees⁽¹⁾		121,701		119,681
Total off-balance sheet risk	$	380,857	$	398,607

(1)	Includes FHLB letters of credit

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our financial condition, changes in financial condition, and results of operations. MD&A contains forward-looking statements and should be read in conjunction with our consolidated financial statements, accompanying notes, and other financial information included in this report and our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Unless the context suggests otherwise, the terms “First Community,” “Company,” “we,” “our,” and “us” refer to First Community Bankshares, Inc. and its subsidiaries as a consolidated entity.

Executive Overview

First Community Bankshares, Inc. (the “Company”) is a financial holding company, headquartered in Bluefield, Virginia, that provides banking products and services through its wholly owned subsidiary First Community Bank (the “Bank”), a Virginia chartered bank institution. As of March 31, 2023, the Bank operated 48 branches in Virginia, West Virginia, North Carolina and Tennessee. As of March 31, 2023, full-time equivalent employees, calculated using the number of hours worked, totaled 626. Our primary source of earnings is net interest income, the difference between interest earned on assets and interest paid on liabilities, which is supplemented by fees for services, commissions on sales, and various deposit service charges. We fund our lending and investing activities primarily through the retail deposit operations of our branch banking network. We invest our funds primarily in loans to retail and commercial customers and various investment securities. Our common stock is traded on the NASDAQ Global Select Market under the symbol FCBC.

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The Bank offers trust management, estate administration, and investment advisory services through its Trust Division and wholly owned subsidiary First Community Wealth Management Inc. (“FCWM”). The Trust Division manages inter vivos trusts and trusts under will, develops and administers employee benefit and individual retirement plans, and manages and settles estates. Fiduciary fees for these services are charged on a schedule related to the size, nature, and complexity of the account. Revenues consist primarily of investment advisory fees and commissions on assets under management and administration. As of March 31, 2023, the Trust Division and FCWM managed and administered $1.34 billion in combined assets under various fee-based arrangements as fiduciary or agent. The Bank also offers a full range of commercial and personal insurance products through its strategic partnership with Bankers Insurance, LLC.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and conform to general practices within the banking industry. Our financial position and results of operations may require management to make significant estimates and assumptions that have a material impact on our financial condition or operating performance. Due to the level of subjectivity and the susceptibility of such matters to change, actual results could differ significantly from management’s assumptions and estimates. Estimates, assumptions, and judgments, which are periodically evaluated, are based on historical experience and other factors, including expectations of future events believed reasonable under the circumstances. These estimates are generally necessary when assets and liabilities are required to be recorded at estimated fair value, when a decline in the value of an asset carried on the financial statements at fair value warrants an impairment write-down or a valuation reserve, or when an asset or liability needs recorded based on the probability of occurrence of a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices, when available, or third-party sources. When quoted prices or third-party information is not available, management estimates valuation adjustments primarily through the use of financial modeling techniques and appraisal estimates.

Allowance for Credit Losses or "ACL"

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. See Note 1 – "Basis of Presentation - Significant Accounting Policies" in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 5 — "Allowance for Credit Losses" in this Quarterly Report on Form 10-Q, “Provision for Loan Losses and Nonperforming Assets” in this MD&A. Periods prior to the January 1, 2021, adoption of ASU 2016-13 follow prior accounting guidance for estimated loan losses and may not be comparable.

Our accounting policies are fundamental in understanding MD&A and the disclosures presented in Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q. Our accounting policies are described in detail in Note 1, “Basis of Presentation,” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, and in Note 1, “Basis of Presentation and Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Part II, Item 8 of our 2022 Form 10-K. Our critical accounting estimates are detailed in the “Critical Accounting Estimates” section in Part II, Item 7 of our 2022 Form 10-K.

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Performance Overview

Highlights of our results of operations for the three months ended March 31, 2023, and financial condition as of March 31, 2023, include the following:

●

Net income of $11.78 million for the quarter was an approximate 24% increase, or $2.27 million, compared to $9.52 million recorded in the same quarter of 2022. The increase is primarily attributable to an increase in net interest income of $4.26 million. The increase in net interest income was offset by an increase in noninterest expense of $827 thousand and a decrease in noninterest income of $611 thousand.

	●	Annualized return on average assets was 1.55% for the first quarter of 2023 and 1.20% for the same quarter of 2022. Annualized return on average common equity was 11.15% for the first quarter of 2023 and 8.98% for the same quarter of 2022.
	●	Net interest margin for the first quarter was 4.35%, which was an 80 basis point increase from 3.55% reported for the same quarter of 2022. The yield on earning assets increased 85 basis points, primarily driven by increased earnings on loans and securities.
	●	The cost of interest-bearing deposits increased 6 basis points to 0.16%, primarily driven by an increase in the interest expense associated with savings and money market deposit accounts.

	●	Interest and fees on loans increased $2.99 million from the same quarter of 2022 and is attributable to both an increase in yield and an increase in average balance compared to the yield and average balance of the prior year. Interest income from securities of $2.10 million was an increase of $1.35 million over the first quarter of 2022 primarily attributable to an increase in the portfolio. Interest income on deposits in banks also increased $214 thousand to $462 thousand for the first quarter primarily due to a significant increase in overnight rates as compared to the first quarter of 2022.
	●	The net provision for credit losses of $1.74 million for the quarter was a decrease of $219 thousand compared to $1.96 million recorded in the same quarter of 2022. This quarter’s provision was a function of a $1.97 million provision for credit losses and a reduction in the allowance for unfunded commitments of $232 thousand.

	●	The Company’s loan portfolio decreased by $11.3 million, or 0.47%, from year-end 2022, with the largest decreases in the consumer non-real estate loan type.
	●	The Company did not repurchase any common shares during the first quarter of 2023. Share repurchases had been stopped due to regulatory restrictions in connection with the now completed acquisition of Surrey Bancorp.
	●	Non-performing loans to total loans remained low at 0.65% of total loans and continues the declining trend experienced over the past four quarters. The Company experienced net charge-offs for the first quarter of 2023 of $1.74 million, or 0.29% of annualized average loans, compared to net charge-offs of $838 thousand, or 0.15% of annualized average loans, for the same period in 2022.
	●	The allowance for credit losses to total loans was 1.29% at March 31, 2023.
	●	Book value per share at March 31, 2023, was $26.58, an increase of $0.57 from year-end 2022.

Results of Operations

Net Income

The following table presents the changes in net income and related information for the periods indicated:

	Three Months Ended
(Amounts in thousands, except per	March 31,						Increase
share data)	2023			2022			(Decrease)			% Change

Net income	$	11,782		$	9,515		$	2,267			23.83	%

Basic earnings per common share		0.73			0.57			0.16			28.07	%
Diluted earnings per common share		0.72			0.56			0.16			28.57	%

Return on average assets		1.55	%		1.20	%		0.35	%		29.17	%
Return on average common equity		11.15	%		8.98	%		2.17	%		24.16	%

Three-Month Comparison.

Net income increased $2.27 million in the first quarter of 2023 largely attributable to an increase in net interest income of $4.26 million. Net interest income totaled $29.41 million for the first three months of 2023 compared to $25.15 million for the same period of 2022. The increase in net interest income was offset by an increase in noninterest expense of $827 thousand and a decrease in noninterest income of $611 thousand.

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Net Interest Income

Net interest income, our largest contributor to earnings, is analyzed on a fully taxable equivalent (“FTE”) basis, a non-GAAP financial measure. For additional information, see “Non-GAAP Financial Measures” below. The following tables present the consolidated average balance sheets and net interest analysis on a FTE basis for the dates indicated:

AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS (Unaudited)

	Three Months Ended March 31,
	2023							2022
	Average				Average Yield/			Average				Average Yield/
(Amounts in thousands)	Balance		Interest(1)		Rate(1)			Balance		Interest(1)		Rate(1)
Assets
Earning assets
Loans⁽²⁾⁽³⁾	$	2,393,759	$	27,698		4.69	%	$	2,200,003	$	24,698		4.55	%
Securities available for sale		316,734		2,140		2.74	%		140,975		800		2.30	%
Interest-bearing deposits		40,993		465		4.60	%		544,718		249		0.19	%
Total earning assets		2,751,486		30,303		4.47	%		2,885,696		25,747		3.62	%
Other assets		322,789							328,212
Total assets	$	3,074,275						$	3,213,908

Liabilities and stockholders' equity
Interest-bearing deposits
Demand deposits	$	666,447	$	26		0.02	%	$	679,211	$	28		0.02	%
Savings deposits		827,414		484		0.24	%		881,295		66		0.03	%
Time deposits		271,214		208		0.31	%		346,902		392		0.46	%
Total interest-bearing deposits		1,765,075		718		0.16	%		1,907,408		486		0.10	%
Borrowings
Retail repurchase agreements		2,086		1		0.06	%		-		-		-
Federal funds purchased		4,719		58		5.07	%		1,993		-		N/M
Total borrowings		6,805		59		0.07	%		1,993		-		N/M
Total interest-bearing liabilities		1,771,880		777		0.18	%		1,909,401		486		0.10	%
Noninterest-bearing demand deposits		838,041							835,921
Other liabilities		35,669							38,956
Total liabilities		2,645,590							2,784,278
Stockholders' equity		428,685							429,630
Total liabilities and stockholders' equity	$	3,074,275						$	3,213,908
Net interest income, FTE⁽¹⁾			$	29,526						$	25,261
Net interest rate spread						4.29	%						3.52	%
Net interest margin, FTE⁽¹⁾						4.35	%						3.55	%

(1)	Interest income and average yield/rate are presented on a FTE, non-GAAP, basis using the federal statutory income tax rate of 21%.
(2)	Nonaccrual loans are included in the average balance; however, no related interest income is recorded during the period of nonaccrual.
(3)	Interest on loans includes non-cash and accelerated purchase accounting accretion of $193 thousand and $866 thousand for the three months ended March 31, 2023 and 2022, respectively.

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The following table presents the impact to net interest income on a FTE basis due to changes in volume (change in average volume times the prior year’s average rate), rate (average rate times the prior year’s average volume), and rate/volume (average volume times the change in average rate), for the periods indicated:

	Three Months Ended
	March 31, 2023 Compared to 2022
	Dollar Increase (Decrease) due to
							Rate/
(Amounts in thousands)	Volume			Rate			Volume			Total
Interest earned on(1)
Loans	$	8,822		$	3,074		$	(8,896	)	$	3,000
Securities available-for-sale		4,045			618			(3,323	)		1,340
Interest-bearing deposits with other banks		(934	)		24,049			(22,899	)		216
Total interest earning assets		11,933			27,741			(35,118	)		4,556

Interest paid on
Demand deposits		(2	)		(6	)		6			(2	)
Savings deposits		(16	)		1,823			(1,389	)		418
Time deposits		(347	)		(511	)		674			(184	)
Federal funds purchased		-			-			58			58
Retail repurchase agreements		-			8			(7	)		1
Wholesale repurchase agreements		-			-			-			-
FHLB advances and other borrowings		-			-			-			-
Total interest-bearing liabilities		(365	)		1,314			(658	)		291

Change in net interest income(1)	$	12,298		$	26,427		$	(34,460	)	$	4,265

(1)	FTE basis based on the federal statutory rate of 21%.

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Three-Month Comparison. Net interest income comprised 77.41% of total net interest and noninterest income in the first quarter of 2023 compared to 73.23% in the same quarter of 2022. Net interest income on a GAAP basis increased $4.26 million, or 16.93%, compared to an increase of $4.27 million, or 16.88%, on a FTE basis. The net interest margin on a FTE basis increased 80 basis points and the net interest spread on a FTE basis increased 77 basis points. The increase was primarily driven by increases in both average balances and rates for loans and securities available for sale. The average balance for loans increased $193.76 million, while the yield increased 14 basis points resulting in a tax effected increase in interest on loans of $3.00 million compared to 2022. The average balance for securities available for sale increased $175.76 million and the yield increased 44 basis points resulting in a tax effected increase to interest on securities available for sale of $1.34 million compared to 2022.

Average earning assets decreased $134.21 million, or 4.65%, primarily due to a decrease in interest-bearing deposits with banks of $503.73 million, or 92.47%. This decrease was offset by an increase in average loans and average securities available for sale as noted above. The yield on earning assets increased 85 basis points, or 23.48%, primarily due to significant increase in rates as compared to the same period of 2022. The average loan to deposit ratio increased to 91.96% from 80.19% in the same quarter of 2022. Non-cash accretion income decreased $673 thousand, or 77.71% to $193 thousand.

Average interest-bearing liabilities, which consist of interest-bearing deposits and borrowings, decreased $137.52 million, or 7.20%, primarily due to a decrease in deposits. Time deposits decreased $75.69 million, or 21.82%, savings deposits decreased $53.88 million or 6.11%, and interest-bearing demand decreased $12.76 million, or 1.88%. Total deposits divested in the Emporia Branch Sale to Benchmark in the third quarter of 2022 totaled $61.05 million. The divested deposits were composed of $18.38 million in demand, $28.46 million in interest-bearing demand, $11.52 million in savings, and $2.69 million in time deposits. The divested deposits account for a large portion of the decreases in average interest-bearing demand and average savings deposits. The yield on interest-bearing liabilities increased 8 basis points and is primarily due to rate increases throughout 2022 and the first quarter of 2023.

Provision for Credit Losses

Three-Month Comparison. The provision charged to operations decreased $219 thousand, in the first quarter of 2023 compared to the same quarter of 2022. Provision for credit losses for loans of $1.97 million was recorded in the first quarter of 2023 compared to the provision of $1.96 million recorded in the same period of 2022. A recovery of provision for loan commitments of $232 thousand was recorded in the first quarter of 2023 compared to a provision of $97 thousand for the same period of 2022.

Noninterest Income

The following table presents the components of, and changes in, noninterest income for the periods indicated:

	Three Months Ended
	March 31,				Increase			%
	2023		2022		(Decrease)			Change
(Amounts in thousands)
Wealth management	$	1,017	$	972	$	45			4.63	%
Service charges on deposits		3,159		3,498		(339	)		-9.69	%
Other service charges and fees		3,082		3,017		65			2.15	%
Gain on sale of securities		7		-		7			-
Other operating income		1,318		1,707		(389	)		-22.79	%
Total noninterest income	$	8,583	$	9,194	$	(611	)		-6.65	%

Three-Month Comparison. Noninterest income comprised 22.59% of total net interest and noninterest income in the first quarter of 2023 compared to 26.77% in the same quarter of 2022. Noninterest income decreased $611 thousand or 6.65%. The decrease is primarily driven by a $394 thousand gain for the sale of bank-owned property reported in other operating income in the first quarter of 2022. In addition, service charges on deposits decreased $339 thousand for the quarter compared to the same period of 2022.

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Noninterest Expense

The following table presents the components of, and changes in, noninterest expense for the periods indicated:

	Three Months Ended
	March 31,				Increase			%
	2023		2022		(Decrease)			Change
(Amounts in thousands)
Salaries and employee benefits	$	11,595	$	11,671	$	(76	)		-0.65	%
Occupancy expense		1,168		1,269		(101	)		-7.96	%
Furniture and equipment expense		1,401		1,614		(213	)		-13.20	%
Service fees		2,019		1,503		516			34.33	%
Advertising and public relations		643		540		103			19.07	%
Professional fees		327		453		(126	)		-27.81	%
Amortization of intangibles		234		357		(123	)		-34.45	%
FDIC premiums and assessments		320		218		102			46.79	%
Merger expense		379		-		379			-
Other operating expense		2,727		2,361		366			15.50	%
Total noninterest expense	$	20,813	$	19,986	$	827			4.14	%

Three-Month Comparison. Noninterest expense increased $827 thousand, or 4.14%, in the first quarter of 2023 compared to the same quarter of 2022. Service fees increased $516 thousand primarily driven by core processing expenses. In addition, the Company recorded merger expenses of $379 thousand related to the Surrey Bancorp acquisition.

Income Tax Expense

The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Permanent differences are income and expense items excluded by law in the calculation of taxable income. The Company’s most significant permanent differences generally include interest income on municipal securities and increases in the cash surrender value of life insurance policies.

Three-Month Comparison. Income tax expense increased $773 thousand, or 26.79% and was primarily due to the increase in pre-tax income. The effective tax rate increased to 23.69% in the first quarter of 2023 from 23.27% in the same quarter of 2022.

Non-GAAP Financial Measures

In addition to financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures that management believes provide investors with important information useful in understanding our operational performance and comparing our financial measures with other financial institutions. The non-GAAP financial measure presented in this report includes net interest income on a FTE basis. We believe FTE basis is the preferred industry measurement of net interest income and provides better comparability between taxable and tax exempt amounts. We use this non-GAAP financial measure to monitor net interest income performance and to manage the composition of our balance sheet. The FTE basis adjusts for the tax benefits of income from certain tax exempt loans and investments using the federal statutory rate of 21%. While we believe certain non-GAAP financial measures enhance understanding of our business and performance, they are supplemental and not a substitute for, or more important than, financial measures prepared on a GAAP basis. Our non-GAAP financial measures may not be comparable to those reported by other financial institutions. The reconciliations of non-GAAP to GAAP measures are presented below.

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The following table reconciles net interest income and margin, as presented in our consolidated statements of income, to net interest income on a FTE basis for the periods indicated:

	Three Months Ended March 31,
	2023			2022
(Amounts in thousands)
Net interest income, GAAP	$	29,412		$	25,153
FTE adjustment(1)		114			108
Net interest income, FTE		29,526			25,261

Net interest margin, GAAP		4.33	%		3.53	%
FTE adjustment(1)		0.02	%		0.02	%
Net interest margin, FTE		4.35	%		3.55	%

(1) FTE basis of 21%.

Financial Condition

Total assets as of March 31, 2023, decreased $84.43 million, or 2.69%, from December 31, 2022. The decrease in assets was primarily driven by a decrease in overnight funds of $77.50 million, or 73.37%. Additionally, loans decreased $11.30 million, or 0.47%. The decrease in overnight funds and loans was offset by an increase in available-for-sale debt securities of $7.92 million, or 2.64%. Total liabilities decreased $94.17 million, or 3.47%, as of March 31, 2023, from December 31, 2022.

Investment Securities

Our investment securities are used to generate interest income through the employment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral where required. The composition of our investment portfolio changes from time to time as we consider our liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.

Available-for-sale debt securities as of March 31, 2023, increased $7.92 million, or 2.64%, compared to December 31, 2022. The increase is due to the purchase of $31.86 million in securities comprised of U. S. Treasury Notes. The purchases were offset by $10.62 million in maturities, prepayments, and calls, as well as the sale of $17.0 million in U.S. Treasury Notes. The market value of debt securities available for sale as a percentage of amortized cost was 94.89% as of March 31, 2023, compared to 93.82% as of December 31, 2022.

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. U.S. Treasury Securities, Agency-Backed Securities including GNMA, FHLMC, FNMA, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United State Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities available for sale in an unrealized loss position as of March 31, 2023 continue to perform as scheduled and we do not believe that a provision for credit losses is necessary.

Loans Held for Investment

Loans held for investment, which generates the largest component of interest income, are grouped into commercial, consumer real estate, and consumer and other loan segments. Each segment is divided into various loan classes based on collateral or purpose.

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The following table presents loans, net of unearned income, with non-covered loans by loan class as of the dates indicated:

	March 31, 2023					December 31, 2022					March 31, 2022
(Amounts in thousands)	Amount		Percent			Amount		Percent			Amount		Percent
Loans held for investment
Commercial loans
Construction, development, and other land	$	115,023		4.81	%	$	117,174		4.88	%	$	77,460		3.45	%
Commercial and industrial		151,293		6.33	%		150,428		6.27	%		152,885		6.81	%
Multi-family residential		148,746		6.23	%		148,026		6.17	%		115,269		5.14	%
Single family non-owner occupied		207,632		8.69	%		206,121		8.59	%		198,282		8.83	%
Non-farm, non-residential		793,229		33.21	%		787,703		32.82	%		728,142		32.44	%
Agricultural		12,042		0.50	%		12,032		0.50	%		9,496		0.42	%
Farmland		12,137		0.51	%		11,779		0.49	%		14,313		0.64	%
Total commercial loans		1,440,102		60.28	%		1,433,263		59.72	%		1,295,847		57.73	%
Consumer real estate loans
Home equity lines		73,762		3.09	%		75,642		3.15	%		79,461		3.54	%
Single family owner occupied		727,202		30.44	%		734,540		30.61	%		705,070		31.43	%
Owner occupied construction		10,276		0.43	%		10,366		0.43	%		19,858		0.88	%
Total consumer real estate loans		811,240		33.96	%		820,548		34.19	%		804,389		35.85	%
Consumer and other loans
Consumer loans		136,310		5.71	%		144,582		6.02	%		139,280		6.21	%
Other		1,245		0.05	%		1,804		0.07	%		4,780		0.21	%
Total consumer and other loans		137,555		5.76	%		146,386		6.09	%		144,060		6.42	%
Total loans held for investment, net of unearned income		2,388,897		100.00	%		2,400,197		100.00	%		2,244,296		100.00	%
Less: allowance for credit losses		30,789					30,556					28,981
Total loans held for investment, net of unearned income and allowance	$	2,358,108				$	2,369,641				$	2,215,315

Total loans as of March 31, 2023, decreased $11.30 million, or 0.47%, compared to December 31, 2022, with decreases occurring in the both the consumer real estate and the consumer and other loan segments. The largest decrease, $9.31 million, or 1.13%, occurred in the consumer real estate loan segment. The decrease was primarily due to a decrease in single family owner occupied of $7.34 million, or 1.00%. Consumer and other loans decreased $8.83 million, or 6.03% from year-end 2022. Commercial loans increased $6.84, or .48% million from year-end 2022. The increase was largely due to an increase in the non-farm, non-residential segment of $5.53 million, or .70%.

Risk Elements

We seek to mitigate credit risk by following specific underwriting practices and by ongoing monitoring of our loan portfolio. Our underwriting practices include the analysis of borrowers’ prior credit histories, financial statements, tax returns, and cash flow projections; valuation of collateral based on independent appraisers’ reports; and verification of liquid assets. We believe our underwriting criteria are appropriate for the various loan types we offer; however, losses may occur that exceed the reserves established in our allowance for loan losses. We track certain credit quality indicators that include: trends related to the risk rating of commercial loans, the level of classified commercial loans, net charge-offs, nonperforming loans, and general economic conditions. The Company's loan review function performs an independent credit analysis on a risk-based sample of commercial loan relationships annually, and performs a qualitative review of a sample of smaller commercial and retail loans.

Nonperforming assets consist of nonaccrual loans, accrual loans contractually past due 90 days or more, and modified loans past due 90 days or more, and OREO. Prior to the adoption of ASU 2022-02, unseasoned troubled debt restructurings ("TDRs") were included in nonperforming assets. Ongoing activity in the classification and categories of nonperforming loans include collections on delinquencies, foreclosures, loan restructurings, and movements into or out of the nonperforming classification due to changing economic conditions, borrower financial capacity, or resolution efforts.

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The following table presents the components of nonperforming assets and related information as of the periods indicated:

	March 31, 2023			December 31, 2022			March 31, 2022
(Amounts in thousands)
Nonperforming
Nonaccrual loans	$	15,557		$	15,208		$	20,487
Accruing loans past due 90 days or more		23			142			-
Modified loans past due 90 days or more (1)		-			-			-
TDRs'(2)(3)		-			1,346			1,141
Total nonperforming loans		15,580			16,696			21,628
OREO		481			703			848
Total nonperforming assets	$	16,061		$	17,399		$	22,476


Additional Information
Total modified loans (1)	$	429		$	-		$	-
Total Accruing TDRs (3)	$	-		$	7,112		$	8,782


Asset Quality Ratios:
Nonperforming loans to total loans		0.65	%		0.70	%		0.96	%
Nonperforming assets to total assets		0.53	%		0.55	%		0.69	%
Allowance for credit losses to nonperforming loans		197.62	%		183.01	%		134.00	%
Allowance for credit losses to total loans		1.29	%		1.27	%		1.29	%

(1)	ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. ASU adopted effective January 1, 2023.
(2)	TDRs restructured within the past six months and nonperforming TDRs exclude nonaccrual TDRs of $1.22 million and $1.73 million for the periods ended December 31, 2022, and March 31, 2022, respectively. They are included in nonaccrual loans as reported prior to the adoption of ASU 2022-02.
(3)	Total accruing TDRs exclude nonaccrual TDRs of $1.32 million and $2.23 million for the periods ended December 31, 2022, and March 31, 2022, respectively. They are included in nonaccrual loans as reported prior to the adoption of ASU 2022-02.

Nonperforming assets as of March 31, 2023, decreased $1.34 million, or 7.69%, from December 31, 2022, with the largest decrease due to nonaccrual TDRs of $1.35 million reported in December 31, 2022. The adoption of ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, on January 1, 2023, eliminated the accounting guidance for troubled debt restructurings by creditors as provided in ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors. Therefore, the guidance applied prior to January 1, 2023, is no longer applicable. OREO decreased $222 thousand, or 31.58% and accruing loans past due 90 days or more decreased $119 thousand, or 83.80% from year-end. Nonaccrual loans increased $349 thousand, or 2.29%. As of March 31, 2023, nonaccrual loans were largely attributed to single family owner occupied (55.46%), consumer loans (15.46%), and non-farm, non-residential (10.18%). Certain loans included in the nonaccrual category have been written down to estimated realizable value or assigned specific reserves in the allowance for loan losses based on management’s estimate of loss at ultimate resolution.

Delinquent loans, comprised of loans 30 days or more past due and nonaccrual loans, totaled $26.66 million as of March 31, 2023, a decrease of $3.02 million, or 10.18%, compared to $29.68 million as of December 31, 2022. Delinquent loans as a percent of total loans totaled 1.12% as of March 31, 2023, which includes past due loans (0.46%) and nonaccrual loans (0.66%).

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When restructuring loans for borrowers experiencing financial difficulty, we generally make concessions in interest rates, loan terms, or amortization terms. As noted above, ASU 2022-02, eliminated and replaced the accounting guidance for borrowers experiencing financial difficulties previously applied under ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors. ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, discloses loans for borrowers experiencing financial difficulty as modified loans. Total loans modified as of March 31, 2023, were $429 thousand. As of March 31, 2023, the payment status of these loans were all current.

OREO, which is carried at the lesser of estimated net realizable value or cost, decreased $222 thousand, or 31.58%, as of March 31, 2023, compared to December 31, 2022, and consisted of 7 properties with an average holding period of approximately 10 months. The net loss on the sale of OREO totaled $51 thousand for the three months ended March 31, 2023, compared to a net gain of $5 thousand for the same period of the prior year. The following table presents the changes in OREO during the periods indicated:

	Three Months Ended March 31,
	2023			2022
(Amounts in thousands)
Beginning balance	$	703		$	1,015
Additions		57			17
Disposals		(279	)		(184	)
Valuation adjustments		-			-
Ending balance	$	481		$	848

Allowance for Credit Losses

The ACL reflects management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Management uses a systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects management’s best estimate of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for management’s current estimate of expected credit losses. The Company’s measurement of credit losses policy adheres to GAAP as well as interagency guidance. The Company's ACL is calculated using collectively evaluated and individually evaluated loans.

For collectively evaluated loans, the Company in general uses two modeling approaches to estimate expected credit losses. The Company projects the contractual run-off of its portfolio at the segment level and incorporates a prepayment assumption in order to estimate exposure at default. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

In addition to its own loss experience, management also includes peer bank historical loss experience in its assessment of expected credit losses to determine the ACL. The Company utilized call report data to measure historical credit loss experience with similar risk characteristics within the segments. For the majority of segment models for collectively evaluated loans, the Company incorporated at least one macroeconomic driver either using a statistical regression modeling methodology or simple loss rate modeling methodology.

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Included in its systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e. formulaic model results). Each period the Company considers qualitative factors that are relevant within the qualitative framework. For further discussion of our Allowance for Credit Losses - See Note 1 - "Basis of Presentation - Significant Accounting Policies".

With the adoption of ASU 2016-13 effective January 1, 2021, the Company changed its method for calculating it allowance for loans from an incurred loss method to a life of loan method. As of March 31, 2023, the balance of the ACL for loans was $30.79 million, or 1.29% of total loans. The ACL at March 31, 2023, decreased $233 thousand from the balance of $30.56 million recorded at December 31, 2022. This decrease included a $1.97 million provision offset by net charge-offs for the three months of $1.74 million.

At March 31, 2023, the Company also had an allowance for unfunded commitments of $964 thousand which was recorded in Other Liabilities on the Balance Sheet. During the first three months of 2023, the Company recorded a recovery for credit losses on unfunded commitments of $232 thousand compared to a provision of $97 thousand recorded in the same period of 2022.

Deposits

Total deposits as of March 31, 2023, decreased $94.19 million, or 3.52%, compared to December 31, 2022. The decrease was largely attributable to a decrease in demand of $48.87 million, or 5.60%, time deposits of $21.52 million, or 7.60%, and interest-bearing demand of $18.01 million, or 2.65%.

Borrowings

Total borrowings in the form of retail repurchase agreements as of March 31, 2023, decreased $8 thousand, or 0.43%, compared to December 31, 2022.

Liquidity and Capital Resources

Liquidity

Liquidity is a measure of our ability to convert assets to cash or raise cash to meet financial obligations. We believe that liquidity management should encompass an overall balance sheet approach that draws together all sources and uses of liquidity. Poor or inadequate liquidity risk management may result in a funding deficit that could have a material impact on our operations. We maintain a liquidity risk management policy and contingency funding policy (“Liquidity Plan”) to detect potential liquidity issues and protect our depositors, creditors, and shareholders. The Liquidity Plan includes various internal and external indicators that are reviewed on a recurring basis by our Asset/Liability Management Committee (“ALCO”) of the Board of Directors. ALCO reviews liquidity risk exposure and policies related to liquidity management; ensures that systems and internal controls are consistent with liquidity policies; and provides accurate reports about liquidity needs, sources, and compliance. The Liquidity Plan involves ongoing monitoring and estimation of potentially credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows during a funding crisis. The liquidity model incorporates various funding crisis scenarios and a specific action plan is formulated, and activated, when a financial shock that affects our normal funding activities is identified. Generally, the plan will reflect a strategy of replacing liability outflows with alternative liabilities, rather than balance sheet asset liquidity, to the extent that significant premiums can be avoided. If alternative liabilities are not available, outflows will be met through liquidation of balance sheet assets, including unpledged securities.

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As a financial holding company, the Company’s primary source of liquidity is dividends received from the Bank, which are subject to certain regulatory limitations. Other sources of liquidity include cash, investment securities, and borrowings. As of March 31, 2023, the Company’s cash reserves and short-term investment securities totaled $18.72 million and $18.43 million, respectively. The Company’s cash reserves and investments provide adequate working capital to meet obligations for the next twelve months.

In addition to cash on hand and deposits with other financial institutions, we rely on customer deposits, cash flows from loans and investment securities, and lines of credit from the FHLB and the Federal Reserve Bank (“FRB”) Discount Window to meet potential liquidity demands. These sources of liquidity are immediately available to satisfy deposit withdrawals, customer credit needs, and our operations. Secondary sources of liquidity include approved lines of credit with correspondent banks and unpledged available-for-sale securities. As of March 31, 2023, our unencumbered cash totaled $92.39 million, unused borrowing capacity from the FHLB totaled $393.69 million, available credit from the FRB Discount Window totaled $6.08 million, available lines from correspondent banks totaled $90.00 million, and unpledged available-for-sale securities totaled $287.20 million.

Capital Resources

We are committed to effectively managing our capital to protect our depositors, creditors, and shareholders. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations. Total stockholders’ equity as of March 31, 2023, increased $9.75 million, or 2.31%, to $431.73 million from $421.99 million as of December 31, 2022. The change in stockholders’ equity was largely due to net income of $11.78 million and by other comprehensive income of $2.49 million. The increases were offset by dividends declared on our common stock of $4.71 million. The Company did not repurchase any common shares during the first quarter of 2023. Share repurchases have been curtailed due to the acquisition of Surrey Bancorp. The Company anticipates beginning to repurchase shares as soon as possible. In accordance with current regulatory guidelines, accumulated other comprehensive income/(loss) is largely excluded from stockholders’ equity in the calculation of our capital ratios. Our book value per common share increased $0.57, or 2.19%, to $26.58 as of March 31, 2023, from $26.01 as of December 31, 2022.

Capital Adequacy Requirements

Risk-based capital guidelines, issued by state and federal banking agencies, include balance sheet assets and off-balance sheet arrangements weighted by the risks inherent in the specific asset type. Our current risk-based capital requirements are based on the international capital standards known as Basel III. A description of the Basel III capital rules is included in Part I, Item 1 of the 2022 Form 10-K. Our current required capital ratios are as follows:

●

4.5% Common Equity Tier 1 capital to risk-weighted assets (effectively 7.00% including the capital conservation buffer)

●

6.0% Tier 1 capital to risk-weighted assets (effectively 8.50% including the capital conservation buffer)

●

8.0% Total capital to risk-weighted assets (effectively 10.50% including the capital conservation buffer)

●

4.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)

The following table presents our capital ratios as of the dates indicated:

	March 31, 2023		December 31, 2022
	Company	Bank	Company	Bank

Common equity Tier 1 ratio	13.85%	11.72%	13.37%	11.69%
Tier 1 risk-based capital ratio	13.85%	11.72%	13.37%	11.69%
Total risk-based capital ratio	15.10%	12.97%	14.62%	12.94%
Tier 1 leverage ratio	10.65%	9.01%	10.17%	8.79%

Our risk-based capital ratios as of March 31, 2023, increased from December 31, 2022, primarily due to a decrease in our risk-weighted assets. The decrease in risk-weighted assets was primarily due to the decrease in total loans from year-end 2022. As of March 31, 2023, we continued to meet all capital adequacy requirements and were classified as well-capitalized under the regulatory framework for prompt corrective action. Management believes there have been no conditions or events since those notifications that would change the Bank’s classification. Additionally, our capital ratios were in excess of the minimum standards under the Basel III capital rules as of March 31, 2023.

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Off-Balance Sheet Arrangements

We extend contractual commitments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. Our exposure to credit loss in the event of nonperformance by other parties to financial instruments is the same as the contractual amount of the instrument. The following table presents our off-balance sheet arrangements as of the dates indicated:

	March 31, 2023		December 31, 2022
(Amounts in thousands)
Commitments to extend credit	$	259,156	$	278,926
Standby letters of credit and financial guarantees (1)		121,701		119,681
Total off-balance sheet risk	$	380,857	$	398,607

(1)	Includes FHLB letters of credit

Market Risk and Interest Rate Sensitivity

Market risk represents the risk of loss due to adverse changes in current and future cash flows, fair values, earnings, or capital due to movements in interest rates and other factors. Our profitability is largely dependent upon net interest income, which is subject to variation due to changes in the interest rate environment and unbalanced repricing opportunities. We are subject to interest rate risk when interest-earning assets and interest-bearing liabilities reprice at differing times, when underlying rates change at different levels or in varying degrees, when there is an unequal change in the spread between two or more rates for different maturities, and when embedded options, if any, are exercised. ALCO reviews our mix of assets and liabilities with the goal of limiting exposure to interest rate risk, ensuring adequate liquidity, and coordinating sources and uses of funds while maintaining an acceptable level of net interest income given the current interest rate environment. ALCO is also responsible for overseeing the formulation and implementation of policies and strategies to improve balance sheet positioning and mitigate the effect of interest rate changes.

In order to manage our exposure to interest rate risk, we periodically review internal simulation and third-party models that project net interest income at risk, which measures the impact of different interest rate scenarios on net interest income, and the economic value of equity at risk, which measures potential long-term risk in the balance sheet by valuing our assets and liabilities at fair value under different interest rate scenarios. Simulation results show the existence and severity of interest rate risk in each scenario based on our current balance sheet position, assumptions about changes in the volume and mix of interest-earning assets and interest-bearing liabilities, and estimated yields earned on assets and rates paid on liabilities. The simulation model provides the best tool available to us and the industry for managing interest rate risk; however, the model cannot precisely predict the impact of fluctuations in interest rates on net interest income due to the use of significant estimates and assumptions. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes; changes in market conditions and customer behavior; and changes in our strategies that management might undertake in response to a sudden and sustained rate shock.

As of March 31, 2023, the Federal Open Market Committee had set the benchmark federal funds rate to a range of 475 to 500 basis points. In the downward rate shock presented, benchmark interest rates were assumed at levels with floors near 0%. The following table presents the sensitivity of net interest income from immediate and sustained rate shocks in various interest rate scenarios over a twelve-month period for the periods indicated.

	March 31, 2023						December 31, 2022
Increase (Decrease) in Basis Points	Change in Net Interest Income			Percent Change			Change in Net Interest Income			Percent Change
(Dollars in thousands)
200	$	(1,166	)		(1.0	)%	$	214			0.2	%
100		(702	)		(0.6	)%		79			0.6	%
(100)		(3,642	)		(3.0	)%		(5,644	)		-4.5	%
(200)		(9,641	)		(7.9	)%		(12,849	)		-10.4	%

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Inflation and Changing Prices

Our consolidated financial statements and related notes are presented in accordance with GAAP, which requires the measurement of results of operations and financial position in historical dollars. Inflation may cause a rise in price levels and changes in the relative purchasing power of money. These inflationary effects are not reflected in historical dollar measurements. The primary effect of inflation on our operations is increased operating costs. In management’s opinion, interest rates have a greater impact on our financial performance than inflation. Interest rates do not necessarily fluctuate in the same direction, or to the same extent, as the price of goods and services; therefore, the effect of inflation on businesses with large investments in property, plant, and inventory is generally more significant than the effect on financial institutions.

Astronomic federal government spending, growth in economic activity and demand for goods and services, alongside labor shortages and supply chain complications, have contributed to rising inflation. In response, the Federal Reserve Bank has begun raising interest rates and signaled that it will continue to raise rates, taper its purchase of mortgage and other bonds and reduce the size of the balance sheet over time. The timing and impact of inflation and rising interest rates on our business and related financial results will depend on future developments, which are highly uncertain and difficult to predict.

The United Kingdom’s Financial Conduct Authority and the administrator of LIBOR have announced that the publication of the most commonly used U.S. dollar London Interbank Offered Rate (“LIBOR”) settings will cease to be published or cease to be representative after June 30, 2023. The publication of all other LIBOR settings ceased to be published as of December 31, 2021. The bank regulatory agencies indicated that entering into new contracts that use LIBOR as a reference rate after December 31, 2021, would create safety and soundness risks and that they would examine bank practices accordingly. The Adjustable Interest Rate (LIBOR) Act, enacted in March 2022, provides a statutory framework to replace U.S. dollar LIBOR with a benchmark rate based on the Secured Overnight Financing Rate (“SOFR”) for contracts governed by U.S. law that have no or ineffective fallback, and in December 2022, the Federal Reserve Board adopted related implementing rules.

We discontinued originating LIBOR-based variable rate loans in 2018 and began negotiating these types of loans using the U.S. Treasury rate. There continues to be substantial uncertainty as to the ultimate effects of the LIBOR transition. Since SOFR rates are calculated differently, payments under contracts referencing new rates will differ from those referencing LIBOR, which may lead to increased volatility as compared to LIBOR. The transition has impacted our market risk profiles and required changes to our risk and pricing models, valuation tools, product design and hedging strategies. Furthermore, failure to adequately manage this transition process with our customers could adversely impact our reputation. Although we are currently unable to assess what the ultimate impact of the transition from LIBOR will be, failure to adequately manage the transition could have a material adverse effect on our business, financial condition and results of operations In anticipation of the potential discontinuance of the London Interbank Offered Rate (LIBOR) in 2023, the Company has developed a LIBOR transition plan.

In 2018, the Company discontinued the use of LIBOR as a reference rate in new loan originations. Additionally, the Company has the ability to substitute an alternative referenced rate for most adjustable rate loans originated prior to 2018.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The information required in this item is incorporated by reference to “Market Risk and Interest Rate Sensitivity” in Item 2 of this Quarterly Report on Form 10-Q.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with this report, we conducted an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures under the Exchange Act Rule 13a-15(b). Based upon that evaluation, the CEO and CFO concluded that, as of March 31, 2023, our disclosure controls and procedures were effective.

Disclosure controls and procedures are our Company’s controls and other procedures that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions about required disclosure.

Management, including the CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or management’s override of the controls.

Changes in Internal Control over Financial Reporting

We assess the adequacy of our internal control over financial reporting quarterly and enhance our controls in response to internal control assessments and internal and external audit and regulatory recommendations. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

ITEM 1.

Legal Proceedings

We are currently a defendant in various legal actions and asserted claims in the normal course of business. Although we are unable to assess the ultimate outcome of each matter with certainty, we believe that the resolution of these actions should not have a material adverse effect on our financial position, results of operations, or cash flows.

ITEM 1A.

Risk Factors

The risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2022, discuss potential events, trends, or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, access to capital resources, and, consequently, cause the market value of our common stock to decline. These risks could cause our future results to differ materially from historical results and expectations of future financial performance. If any of the risks occur and the market price of our common stock declines significantly, individuals may lose all, or part, of their investment in our Company. Individuals should carefully consider our risk factors and information included in our annual report on Form 10-K for the year ended December 31, 2022 before making an investment decision. There may be risks and uncertainties that we have not identified or that we have deemed immaterial that could adversely affect our business; therefore, such risk factors are not intended to be an exhaustive list of all risks we face. There have been no material changes to the risk factors included in Part I, Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2022.

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ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a)	Not Applicable

(b)	Not Applicable

(c)	Issuer Purchases of Equity Securities

We did not repurchases any shares of our common stock during the first quarter of 2023 compared to 132,000 shares purchased during the same quarter of 2022. Share repurchases have been curtailed due to the acquisition of Surrey Bancorp.

The following table provides information about purchases of our common stock made by us or on our behalf by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act, during the periods indicated:

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan		Maximum Number of Shares that May Yet be Purchased Under the Plan

January 1-31, 2023		-	$	-		-		744,497
February 1-28, 2023		-		-		-		744,497
March 1-31, 2023		-		-		-		744,497
Total		-	$	-		-

ITEM 3.

Defaults Upon Senior Securities

None.

ITEM 4.

Mine Safety Disclosures

None.

ITEM 5.

Other Information

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ITEM 6.

Exhibits

2.1	Agreement and Plan of Reincorporation and Merger between First Community Bancshares, Inc. and First Community Bankshares, Inc., incorporated by reference to Appendix A of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2018, filed on March 13, 2018
2.2	Agreement and Plan of Merger between First Community Bankshares, Inc. and Highlands Bankshares, Inc., incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated and filed September 11, 2019
3.1	Articles of Incorporation of First Community Bankshares, Inc., incorporated by reference to Appendix B of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2018, filed on March 13, 2018
3.2	Bylaws of First Community Bankshares, Inc., incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K dated and filed October 2, 2018
4.1	Description of First Community Bankshares, Inc. Common Stock, incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K dated and filed October 2, 2018
4.2	Form of First Community Bankshares, Inc. Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K dated and filed October 2, 2018
10.1.1**	First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000
10.1.2**	Amendment One to the First Community Bancshares, Inc. 1999 Stock Option Plan, incorporated by reference to Exhibit 10.1.1 of the Quarterly Report on Form 10-Q for the period ended March 31, 2004, filed on May 7, 2004
10.2**	First Community Bancshares, Inc. 1999 Stock Option Agreement, incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 13, 2002
10.3**	First Community Bancshares, Inc. 2001 Nonqualified Director Stock Option Agreement, incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the period ended June 30, 2002, filed on August 14, 2002

10.6**	First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan, incorporated by reference to Appendix B of the Definitive Proxy Statement on Form DEF 14A dated April 24, 2012, filed on March 7, 2012
10.7**	First Community Bancshares, Inc. 2012 Omnibus Equity Compensation Plan Restricted Stock Grant Agreement, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated and filed May 28, 2013
10.8**	First Community Bancshares, Inc. Life Insurance Endorsement Method Split Dollar Plan and Agreement, incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K/A for the period ended December 31, 1999, filed on April 13, 2000
10.9.1**	First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 30, 2008, filed on January 5, 2009;
10.9.2**	Amendment #1 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010
10.9.3**	Amendment #2 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated February 21, 2013, filed on February 25, 2013

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10.9.4**	Amendment #3 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016
10.9.5**	Amendment #4 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on February 28, 2017
10.9.6*	Amendment #5 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan.
10.9.7*	Amendment #6 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan.
10.10**	Amended and Restated Deferred Compensation Plan for Directors of First Community Bancshares, Inc. and Affiliates, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2019, filed on December 19,2019
10.11.1**	First Community Bancshares, Inc. Amended and Restated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated August 22, 2006, filed on August 23, 2006, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017
10.11.2**	Amendment #2 to the First Community Bancshares, Inc. Amended and Restated Nonqualified Supplemental Cash or Deferred Retirement Plan, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on February 28, 2017
10.12.1**	First Community Bancshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 16, 2010, filed on December 17, 2010, and Amendment #2, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016
10.12.2**	Amendment #2 to the First Community Bancshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated May 24, 2016, filed on May 31, 2016
10.13**	Employment Agreement between First Community Bancshares, Inc. and David D. Brown, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated and filed on April 16, 2015
10.15**	Employment Agreement between First Community Bancshares, Inc. and Gary R. Mills, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K dated and filed on April 16, 2015
10.16**	Employment Agreement between First Community Bancshares, Inc. and William P. Stafford, II, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated and filed on April 16, 2015
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101***

Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets as of March 31, 2023, (Unaudited) and December 31, 2022; (ii) Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2023 and 2022; (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended March 31, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2023 and 2022; and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104*

The cover page of First Community Bankshares, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (included within the Exhibit 101 attachments).

*	Filed herewith
**	Indicates a management contract or compensation plan or agreement. These contracts, plans, or agreements were assumed by First Community Bankshares, Inc. in October 2018 in connection with First Community Bancshares, Inc., a Nevada corporation, merging with and into its wholly-owned subsidiary, First Community Bankshares, Inc., a Virginia corporation, pursuant to an Agreement and Plan of Reincorporation and Merger with First Community Bankshares, Inc. continuing as the surviving corporation.
***	Submitted electronically herewith

Table of Contents

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, on the 5th day of May, 2023.

		First Community Bankshares, Inc. (Registrant)




		/s/ William P. Stafford, II
		William P. Stafford, II
		Chief Executive Officer
		(Principal Executive Officer)




		/s/ David D. Brown
		David D. Brown
		Chief Financial Officer
		(Principal Accounting Officer)