NATIONAL BANKSHARES INC - Quarter Report: 2023 June (Form 10-Q)

nksh20230630_10q.htm

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 June 30, 2023

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

For the transition period from ________ to ________

Commission File Number 0-15204

NATIONAL BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia

(State or other jurisdiction of incorporation or organization)

54-1375874

(I.R.S. Employer Identification No.)

101 Hubbard Street

Blacksburg, Virginia 24062-9002

(Address of principal executive offices) (Zip Code)

(540) 951-6300

(Registrant’s telephone number, including area code)

(Not applicable)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.25 per share	NKSH	Nasdaq Capital Market

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

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

Outstanding shares of common stock at August 9, 2023

5,891,739

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NATIONAL BANKSHARES, INC.

Form 10-Q

Index

Part I – Financial Information		Page

Item 1	Financial Statements	3

	Consolidated Balance Sheets, June 30, 2023 (Unaudited) and December 31, 2022	3

	Consolidated Statements of Income for the Three Months Ended June 30, 2023 and 2022 (Unaudited)	4

	Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended June 30, 2023 and 2022 (Unaudited)	5

	Consolidated Statements of Income for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	6

	Consolidated Statements of Comprehensive Income (Loss) for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	7

	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2023 and 2022 (Unaudited)	8

	Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	8

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	9

	Notes to Consolidated Financial Statements (Unaudited)	11

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	48

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	48

Signatures		49

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Part I

Item 1. Financial Statements

Financial Information

National Bankshares, Inc.

Consolidated Balance Sheets

	(Unaudited)
	June 30,			December 31,
(in thousands, except share and per share data)	2023			2022
Assets
Cash and due from banks	$	14,815		$	12,403
Interest-bearing deposits		55,241			59,026
Securities available for sale, at fair value		614,178			656,852
Restricted stock, at cost		929			941
Loans:
Loans, net of unearned income and deferred fees and costs		846,541			852,744
Less allowance for credit losses		(10,626	)		(8,225	)
Loans, net		835,915			844,519
Premises and equipment, net		11,044			10,371
Accrued interest receivable		5,718			6,001
Other real estate owned, net		662			662
Goodwill		5,848			5,848
Bank-owned life insurance		43,081			43,312
Other assets		38,110			37,616
Total assets	$	1,625,541		$	1,677,551

Liabilities and Stockholders' Equity
Noninterest-bearing demand deposits	$	300,713		$	327,713
Interest-bearing demand deposits		841,382			933,269
Savings deposits		197,958			214,114
Time deposits		146,979			67,629
Total deposits		1,487,032			1,542,725
Accrued interest payable		260			106
Other liabilities		9,805			12,033
Total liabilities		1,497,097			1,554,864
Commitments and contingencies
Stockholders' Equity
Preferred stock, no par value, 5,000,000 shares authorized; none issued and outstanding		-			-
Common stock of $1.25 par value and additional paid in capital. Authorized 10,000,000 shares; issued and outstanding 5,891,739 (including 2,052 unvested) shares at June 30, 2023 and 5,889,687 at December 31, 2022		7,367			7,362
Retained earnings		195,320			199,091
Accumulated other comprehensive loss, net		(74,243	)		(83,766	)
Total stockholders' equity		128,444			122,687
Total liabilities and stockholders' equity	$	1,625,541		$	1,677,551

See accompanying notes to consolidated financial statements.

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National Bankshares, Inc.

Consolidated Statements of Income

(Unaudited)

	Three Months Ended June 30,
(in thousands, except share and per share data)	2023			2022
Interest Income
Interest and fees on loans	$	9,644		$	8,324
Interest on interest-bearing deposits		540			202
Interest on securities – taxable		4,066			2,949
Interest on securities – nontaxable		347			447
Total interest income		14,597			11,922

Interest Expense
Interest on time deposits		1,054			37
Interest on other deposits		4,314			610
Interest on borrowings		12			-
Total interest expense		5,380			647
Net interest income		9,217			11,275
Provision for credit losses		10			310
Net interest income after provision for credit losses		9,207			10,965

Noninterest Income
Service charges on deposit accounts		637			603
Other service charges and fees		49			51
Credit and debit card fees, net		414			535
Trust income		481			439
BOLI income		1,279			241
Gain on sale of investment		2,971			-
Gain on sale of mortgage loans		55			35
Loss on sale of securities		(3,344	)		-
Other income		249			208
Total noninterest income		2,791			2,112

Noninterest Expense
Salaries and employee benefits		4,465			4,011
Occupancy, furniture and fixtures		411			464
Data processing and ATM		879			793
FDIC assessment		254			111
Net costs of other real estate owned		4			-
Franchise taxes		358			371
Professional services		551			214
Other operating expenses		635			347
Total noninterest expense		7,557			6,311
Income before income taxes		4,441			6,766
Income tax expense		540			1,192
Net Income	$	3,901		$	5,574
Basic net income per common share	$	0.66		$	0.93
Diluted net income per common share	$	0.66		$	0.93
Weighted average number of common shares outstanding, basic		5,889,687			6,004,425
Weighted average number of common shares outstanding, diluted		5,890,048			6,004,425
Dividends declared per common share	$	0.73		$	0.72

See accompanying notes to consolidated financial statements.

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National Bankshares, Inc.

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended June 30, 2023 and 2022

(Unaudited)

	June 30,
(in thousands)	2023			2022
Net Income	$	3,901		$	5,574

Other Comprehensive Loss, Net of Tax
Unrealized holding loss on available for sale securities net of tax of ($1,289) and ($6,617) for the periods ended June 30, 2023 and June 30, 2022, respectively		(4,848	)		(24,893	)
Reclassification adjustment for loss included in net income, net of tax of ($702) in 2023		2,642			-
Other comprehensive loss, net of tax		(2,206	)		(24,893	)
Total Comprehensive Income (Loss)	$	1,695		$	(19,319	)

See accompanying notes to consolidated financial statements.

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National Bankshares, Inc.

Consolidated Statements of Income

(Unaudited)

	Six Months Ended June 30,
(in thousands, except share and per share data)	2023			2022
Interest Income
Interest and fees on loans	$	18,977		$	16,424
Interest on interest-bearing deposits		768			251
Interest on securities – taxable		8,184			5,422
Interest on securities – nontaxable		712			875
Total interest income		28,641			22,972

Interest Expense
Interest on time deposits		1,413			74
Interest on other deposits		6,768			1,228
Interest on borrowings		297			-
Total interest expense		8,478			1,302
Net interest income		20,163			21,670
Provision for credit losses		12			444
Net interest income after provision for credit losses		20,151			21,226

Noninterest Income
Service charges on deposit accounts		1,229			1,165
Other service charges and fees		102			106
Credit and debit card fees, net		881			975
Trust income		926			882
BOLI income		1,518			479
Gain on sale of investment		2,971			-
Gain on sale of mortgage loans		71			96
Loss on sale of securities		(3,332	)		-
Other income		624			700
Total noninterest income		4,990			4,403

Noninterest Expense
Salaries and employee benefits		8,899			7,989
Occupancy, furniture and fixtures		953			956
Data processing and ATM		1,752			1,580
FDIC assessment		371			222
Net costs of other real estate owned		15			10
Franchise taxes		733			733
Professional services		1,304			439
Other operating expenses		1,194			995
Total noninterest expense		15,221			12,924
Income before income taxes		9,920			12,705
Income tax expense		1,488			2,245
Net Income	$	8,432		$	10,460
Basic net income per common share	$	1.43		$	1.74
Fully diluted net income per common share	$	1.43		$	1.74
Weighted average number of common shares outstanding, basic		5,889,687			6,025,709
Weighted average number of common shares outstanding, diluted		5,889,868			6,025,709
Dividends declared per common share	$	1.73		$	0.72

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National Bankshares, Inc.

Consolidated Statements of Comprehensive Income (Loss)

Six Months Ended June 30, 2023 and 2022

(Unaudited)

	June 30,
(in thousands)	2023		2022
Net Income	$	8,432	$	10,460

Other Comprehensive Income (Loss), Net of Tax
Unrealized holding gain (loss) on available for sale securities net of tax of $1,831 and ($15,609) for the periods ended June 30, 2023 and June 30, 2022, respectively		6,891		(58,719	)
Reclassification adjustment for loss included in net income, net of tax of $700 in 2023		2,632		-
Other comprehensive income (loss), net of tax		9,523		(58,719	)
Total Comprehensive Income (Loss)	$	17,955	$	(48,259	)

See accompanying notes to consolidated financial statements.

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National Bankshares, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

Three Months Ended June 30, 2023 and 2022

(in thousands except per share and share data)	Common Stock and Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balances at March 31, 2022	$	7,528		$	191,645		$	(37,884	)	$	161,289
Net income		-			5,574			-			5,574
Common stock repurchased, 41,977 shares		(52	)		(1,354	)		-			(1,406	)
Cash dividends of $0.72 per share		-			(4,324	)		-			(4,324	)
Other comprehensive loss, net of tax of ($6,617)		-			-			(24,893	)		(24,893	)
Balances at June 30, 2022	$	7,476		$	191,541		$	(62,777	)	$	136,240

Balances at March 31, 2023	$	7,362		$	195,718		$	(72,037	)	$	131,043
Net income		-			3,901			-			3,901
Cash dividends of $0.73 per share		-			(4,299	)		-			(4,299	)
Other comprehensive loss, net of tax of ($587)		-			-			(2,206	)		(2,206	)
Stock based compensation		5			-			-			5
Balances at June 30, 2023	$	7,367		$	195,320		$	(74,243	)	$	128,444

See accompanying notes to consolidated financial statements.

Six Months Ended June 30, 2023 and 2022

(in thousands except per share and share data)	Common Stock and Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balances at December 31, 2021	$	7,580		$	188,229		$	(4,058	)	$	191,751
Net income		-			10,460			-			10,460
Common stock repurchased, 83,162 shares		(104	)		(2,824	)		-			(2,928	)
Cash dividends of $0.72 per share		-			(4,324	)		-			(4,324	)
Other comprehensive loss, net of tax of ($15,609)		-			-			(58,719	)		(58,719	)
Balances at June 30, 2022	$	7,476		$	191,541		$	(62,777	)	$	136,240

Balances at December 31, 2022	$	7,362		$	199,091		$	(83,766	)	$	122,687
Adoption of ASU 2016-13		-			(2,014	)		-			(2,014	)
Net income		-			8,432			-			8,432
Cash dividends of $1.73 per share		-			(10,189	)		-			(10,189	)
Other comprehensive income, net of tax of $2,531		-			-			9,523			9,523
Stock based compensation		5			-			-			5
Balances at June 30, 2023	$	7,367		$	195,320		$	(74,243	)	$	128,444

See accompanying notes to the consolidated financial statements.

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National Bankshares, Inc.

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2023 and 2022

(Unaudited)

	June 30,			June 30,
(in thousands)	2023			2022
Cash Flows from Operating Activities
Net income	$	8,432		$	10,460
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		12			444
Depreciation of bank premises and equipment		338			298
Amortization of premiums and accretion of discounts, net		524			660
Loss on sales of securities available for sale, net		3,332			-
Loss on sales of repossessed assets		5			-
Increase in cash value of bank-owned life insurance		(481	)		(479	)
Gain on BOLI settlement		(1,037	)		-
Origination of mortgage loans held for sale		(5,251	)		(4,342	)
Proceeds from sale of mortgage loans held for sale		5,322			4,565
Gain on sale of mortgage loans held for sale		(71	)		(96	)
Equity based compensation expense		5			-
Net change in:
Accrued interest receivable		283			(402	)
Other assets		(748	)		(741	)
Accrued interest payable		154			(2	)
Other liabilities		(2,435	)		(317	)
Net cash provided by operating activities		8,384			10,048

Cash Flows from Investing Activities
Proceeds from calls, principal payments, sales and maturities of securities available for sale		50,872			24,182
Purchase of securities available for sale		-			(95,341	)
Net change in restricted stock		12			(96	)
Purchase of loan participations		(3,630	)		(10,801	)
Collection of loan participations		5,146			4,437
Loan originations and principal collections, net		4,520			(39,337	)
Proceeds from sale of repossessed assets		9			-
Recoveries on loans charged off		207			86
Proceeds from sale and purchases of premises and equipment, net		(1,011	)		(349	)
Net cash provided by (used in) investing activities		56,125			(117,219	)

Cash Flows from Financing Activities
Net change in time deposits		79,350			1,997
Net change in other deposits		(135,043	)		81,247
Common stock repurchased		-			(2,928	)
Cash dividends paid		(10,189	)		(4,324	)
Net cash (used in) provided by financing activities		(65,882	)		75,992
Net change in cash and due from banks		(1,373	)		(31,179	)
Cash and due from banks at beginning of period		71,429			138,789
Cash and due from banks at end of period	$	70,056		$	107,610
				(Continued)

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Supplemental Disclosures of Cash Flow Information
Interest paid on deposits	$	8,324	$	1,304
Income taxes paid		3,847		2,184

Supplemental Disclosure of Noncash Activities
Loans charged against the allowance for credit losses	$	160	$	135
Loans transferred to repossessed assets		7		-
Unrealized holding gain (loss) on securities available for sale		12,054		(74,328	)
Lease liabilities arising from obtaining right-of-use assets		-		25

See accompanying notes to consolidated financial statements.

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National Bankshares, Inc.

Notes to Consolidated Financial Statements

June 30, 2023

(Unaudited)

$ in thousands, except per share data

Note 1: General

The consolidated financial statements of National Bankshares, Inc. (“NBI”) and its wholly-owned subsidiaries, The National Bank of Blacksburg (the “Bank” or “NBB”) and National Bankshares Financial Services, Inc. (“NBFS”) (collectively, the “Company”), conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. The accompanying interim period consolidated financial statements are unaudited; however, in the opinion of the Company’s management, all adjustments consisting of normal recurring adjustments, which are necessary for a fair presentation of the consolidated financial statements, have been included. The results of operations for the three and six month periods ended June 30, 2023 are not necessarily indicative of results of operations for the full year or any other interim period. The interim period consolidated financial statements and financial information included in this Form 10-Q should be read in conjunction with the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The Company posts all reports required to be filed under the Securities Exchange Act of 1934 on its web site at www.nationalbankshares.com.

Risks and Uncertainties

The Company is closely monitoring risks that may impact its business, including high inflation, along with U.S. monetary policy maneuvers to reduce inflation. Inflation and U.S. monetary policy maneuvers to reduce it may impact the Company’s customers’ demand for banking services and ability to qualify for and/or repay loans. These risks could adversely affect the Company’s business, financial condition, results of operations, cash flows, credit risk, asset valuations and capital position.

Recent Accounting Pronouncements

In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)”. This ASU amends the FASB Accounting Standards Codification for Securities and Exchange Commission (“SEC”) paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. ASU 2023-03 is effective upon addition to the FASB Codification. The Company does not expect the adoption of ASU 2023-03 to have a material impact on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Subsequently, in January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued. An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The Company has a small number of participation loans that reference LIBOR. The Company is working with the primary banks to determine appropriate actions.

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In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”. ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when LIBOR would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of LIBOR to June 30, 2023.

To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective for all entities upon issuance. The Company is assessing ASU 2022-06 and its impact on the Company’s transition away from LIBOR.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company does not expect the adoption of ASU 2022-03 to have a material impact on its consolidated financial statements.

Recently Adopted Accounting Standards

ASU 2016-13

On January 1, 2023, the Company adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and related ASUs. Prior to adoption, the Company followed applicable GAAP and used an incurred loss model to estimate an allowance for loan losses and a liability for credit risk on unfunded commitments. The Company also used a methodology to determine whether securities in an unrealized loss position were other-than-temporarily impaired and whether credit risk was present.

ASU 2016-13 makes significant changes to the accounting for credit losses on financial instruments presented on an amortized cost basis and disclosures about them. The new current expected credit loss (“CECL”) impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers historical experience, current conditions and reasonable and supportable forecasts of future economic conditions. The standard provides significant flexibility and requires a high degree of judgment with regards to pooling financial assets with similar risk characteristics and adjusting the relevant historical loss information in order to develop an estimate of expected lifetime losses. ASU 2016-13 permits the use of estimation techniques that are practical and relevant to the Company’s circumstances, as long as they are applied consistently over time and faithfully estimate expected credit losses in accordance with the standard.

The Company applied the standard’s provisions as a cumulative-effect adjustment of $2,014, net of tax, to retained earnings as of January 1, 2023. On the adoption date, the allowance for credit losses (“ACL”) on loans increased from $8,225 to $10,567 and the ACL for unfunded commitments increased from $35 to $242. Based upon the nature and characteristics of our securities portfolios (including issuer specific matters) at the adoption date, macroeconomic conditions and forecasts at that date, and other management judgments, adoption did not result in an ACL on securities available for sale. Results for reporting periods beginning after January 1, 2023 will be presented under Topic 326, while periods prior to January 1, 2023 will be reported in accordance with GAAP applicable for the time period. The following presents the Company’s policies governing determination of the ACL on its financial instruments.

ACL on Securities Available for Sale

The Company evaluates securities available for sale that are in an unrealized loss position on the reporting date. Securities are analyzed to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit-related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the Consolidated Balance Sheets, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be subsequently reversed if conditions change. If the Company intends to sell an impaired security, or more likely than not will be required to sell such a security, before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Because the security’s amortized cost basis would be adjusted to fair value, there would be no ACL in this situation.

In evaluating impairment, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors. If the Company determines a credit impairment, the ACL on securities available for sale would be established through a provision for credit losses on securities available for sale in the Consolidated Statements of Income. If the Company's management believes it has confirmed that the loss on a security is uncollectible, or when either of the criteria regarding intent or requirement to sell is met, the loss is charged against the ACL. Accrued interest receivable is excluded from the estimate of credit losses.

ACL on Loans (“ACLL”)

The Company estimates the ACLL based on amortized cost basis, which is the amount at which the loan is originated, adjusted for net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of the ACLL. Intrinsic to the Company’s policy on estimating the ACLL are policies regarding loan pools, nonaccruals, past due status, collateral valuation, charge-offs and risk ratings. Please refer to the Company’s 2022 Form 10-K, Note 1: Summary of Significant Accounting Policies for additional information on these policies.

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The Company measures expected credit losses on loans on a collective (pool) basis, when the loans share similar risk characteristics, such as collateral type and intended use, repayment source, and (if applicable) the borrower’s business model. The Company has identified the following pools of loans with similar risk characteristics for measuring expected credit losses:

Real Estate Construction

Construction, residential

Construction, other

Consumer Real Estate

Equity lines

Residential closed-end first liens

Residential closed-end junior liens

Investor-owned residential real estate

Commercial Real Estate

Multifamily real estate

Commercial real estate, owner occupied

Commercial real estate, other

Commercial Non Real Estate

Commercial and industrial

Public Sector and IDA

Public sector and IDA

Consumer Non Real Estate

Credit cards

Automobile

Other consumer loans

The Company’s methodologies for estimating the ACLL consider available relevant information about the collectability of cash flows, including historical losses, reasonable and supportable forecasts of economic conditions, and current economic and portfolio conditions. The difference between cash flow estimates and amortized cost is the ACLL.

The Company uses a discounted cash flow (“DCF”) method for all of its pools except for bankcards, which are measured using the historical loss rate adjusted for the forecast. For loans using the DCF method, cash flows are projected at the instrument level and discounted using the loan’s effective interest rate. Cash flows are generated using each loan’s payment attributes, adjusted for pool-level information on the probability of default (“PD”), loss given default and prepayment speeds. Default is defined as full or partial charge-off, nonaccrual status or past due 90 days or more. PDs for each pool are calculated using the Company’s historical data, modified by peer data, to ensure a full economic cycle is reflected in the estimate. PDs are then adjusted for the forecast.

The Company designated national unemployment as its forecast variable. Multiple forecasts from reputable and independent third parties are sourced to inform the Company’s reasonable and supportable forecasting of current expected credit losses. The forecast is applied over a horizon selected by the Company's management at each reporting date, typically of one year and not to exceed two years, after which loss rates revert to long term historical loss experience on a straight line basis over a period determined by the Company's management, of up to three years. The forecast horizon and reversion period are applied consistently to the entire portfolio.

The results of DCF calculations are modified by allocations for qualitative factors to account for changes in variables that may affect credit risk. The Company considers and allocates for changes in lending policies, management experience, economic conditions, loans past due, competitive, legal and regulatory environments and other factors. Qualitative factors are benchmarked to historical data and are adjusted based upon quantitative analysis.

Loans that do not share risk characteristics are evaluated on an individual basis. The Company designates loans that have been determined to meet the regulatory definitions of “special mention” or “classified” (together known as “criticized”) as individually evaluated. The fair value of individually evaluated loans is measured using the fair value of collateral (“collateral method”) or the DCF method.

The collateral method is applied to individually evaluated loans for which foreclosure is probable. The collateral method is also applied to individually evaluated loans when borrowers are experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral (“collateral dependent”). The ACLL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, the ACLL is calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, the ACLL is calculated as the amount by which the loan’s amortized cost basis exceeds the fair value of the underlying collateral less estimated cost to sell. The ACLL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan.

The DCF method is applied to individually evaluated loans that do not meet the criteria for collateral method measurement. Cash flows are projected and discounted using the same method as for collectively evaluated loans, but the PD is increased to reflect increased risk, up to 100% for nonaccrual loans.

Expected credit losses are reflected in the ACLL through a charge to provision for credit losses on the Consolidated Statements of Income. When the Company deems all or a portion of a loan to be uncollectible the appropriate amount is written off against the ACLL. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACLL when received.

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ACL on Unfunded Commitments

Financial instruments include off-balance sheet credit instruments such as undrawn portions of revolving lines of credit, commercial letters of credit, and loan commitments that have not yet been funded. The contractual amount of those instruments represents the Company’s exposure to credit loss in the event of nonperformance by the borrower. The Company records an ACL on unfunded commitments, unless the commitments to extend credit are unconditionally cancelable. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the ACLL. The ACL on unfunded commitments is recorded as a liability on the Company’s Consolidated Balance Sheets, included in other liabilities, and is adjusted through the provision for credit loss expense in the Company’s Consolidated Statements of Income.

ASU 2022-02

On January 1, 2023, concurrent with its adoption of ASU 2016-13, the Company adopted ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” The amendments eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. Disclosures about periods prior to adoption will be presented under GAAP applicable for that period.

Similar to its policy under previous GAAP, the Company continues to identify modifications to loans and to determine whether the borrower is experiencing financial difficulty. If the Company determines that the borrower is experiencing financial difficulty, the loan’s risk rating is evaluated to determine whether it falls within the regulatory definition of “criticized” and requires individual evaluation. Under previous GAAP, modifications to loans when the borrower was experiencing financial difficulty were designated as TDR and were individually evaluated for the duration of the loan. Under CECL, if a previously modified loan with financial difficulty is subsequently upgraded to a pass rating, it will no longer be individually evaluated.

Note 2: Loans and Allowance for Credit Losses

Loans

The following table presents the composition of the loan portfolio, excluding mortgage loans held for sale, as of the dates indicated.

	June 30, 2023			December 31, 2022
Real estate construction	$	56,984		$	54,579
Consumer real estate		226,453			221,052
Commercial real estate		423,396			437,888
Commercial non real estate		56,079			57,652
Public sector and IDA		47,791			48,074
Consumer non real estate		36,236			33,948
Gross loans		846,939			853,193
Less unearned income and deferred fees and costs		(398	)		(449	)
Loans, net of unearned income and deferred fees and costs	$	846,541		$	852,744
Allowance for credit losses on loans		(10,626	)		(8,225	)
Total loans, net	$	835,915		$	844,519

Accrued interest receivable on loans, which is excluded from the amortized cost of loans, totaled $2,517 and $2,516 at June 30, 2023 and December 31, 2022, respectively.

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Past Due and Nonaccrual Loans

The following tables present the aging of past due loans, by loan pool, as of the dates indicated.

	June 30, 2023
	Accruing Current Loans		Accruing Loans 30 – 89 Days Past Due		Accruing Loans 90 or More Days Past Due		Nonaccrual Loans		Total Loans		Accruing and Nonaccrual 90 or More Days Past Due
Real Estate Construction
Construction, 1-4 family residential	$	14,094	$	-	$	-	$	-	$	14,094	$	-
Construction, other		42,890		-		-		-		42,890		-
Consumer Real Estate
Equity line		15,312		50		-		-		15,362		-
Residential closed-end first liens		123,820		527		7		87		124,441		94
Residential closed-end junior liens		4,085		-		-		-		4,085		-
Investor-owned residential real estate		82,243		322		-		-		82,565		-
Commercial Real Estate
Multifamily residential real estate		131,192		-		-		-		131,192		-
Commercial real estate owner-occupied		115,752		146		-		2,446		118,344		242
Commercial real estate, other		173,860		-		-		-		173,860		-
Commercial Non Real Estate
Commercial and industrial		55,517		19		1		542		56,079		1
Public Sector and IDA
States and political subdivisions		47,791		-		-		-		47,791		-
Consumer Non-Real Estate
Credit cards		4,637		6		10		-		4,653		10
Automobile		11,539		34		-		-		11,573		-
Other consumer loans		19,902		105		3		-		20,010		3
Total	$	842,634	$	1,209	$	21	$	3,075	$	846,939	$	350

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	December 31, 2022
	Accruing Current Loans		Accruing Loans 30 – 89 Days Past Due		Accruing Loans 90 or More Days Past Due		Nonaccrual Loans		Total Loans		Accruing and Nonaccrual 90 or More Days Past Due
Real Estate Construction
Construction, 1-4 family residential	$	12,538	$	-	$	-	$	-	$	12,538	$	-
Construction, other		42,041		-		-		-		42,041		-
Consumer Real Estate
Equity line		15,010		16		-		-		15,026		-
Residential closed-end first liens		121,807		750		-		91		122,648		91
Residential closed-end junior liens		2,446		-		-		-		2,446		-
Investor-owned residential real estate		80,524		408		-		-		80,932		-
Commercial Real Estate
Multifamily residential real estate		127,312		-		-		-		127,312		-
Commercial real estate owner-occupied		126,640		-		-		2,493		129,133		252
Commercial real estate, other		181,443		-		-		-		181,443		-
Commercial Non Real Estate
Commercial and industrial		57,373		16		-		263		57,652		-
Public Sector and IDA
States and political subdivisions		48,074		-		-		-		48,074		-
Consumer Non-Real Estate
Credit cards		4,592		3		2		-		4,597		2
Automobile		9,833		102		-		-		9,935		-
Other consumer loans		19,317		93		6		-		19,416		6
Total	$	848,950	$	1,388	$	8	$	2,847	$	853,193	$	351

The following table presents nonaccrual loans, by loan class, as of the dates indicated:

	CECL						Incurred Loss
	June 30, 2023						December 31, 2022
	Nonaccrual Loans						Nonaccrual Loans
	With No Allowance		With an Allowance		Total
Consumer Real Estate
Residential closed-end first liens	$	-	$	87	$	87	$	91
Commercial Real Estate
Commercial real estate owner-occupied		-		2,446		2,446		2,493
Commercial Non Real Estate
Commercial and industrial		-		542		542		263
Total	$	-	$	3,075	$	3,075	$	2,847

During the three and six months ended June 30, 2023, no accrued interest receivable was reversed against interest income.

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The following table presents certain past due indicators as of the dates indicated.

	June 30,						December 31,
	2023			2022			2022
Ratio of ACLL to nonaccrual loans		345.56	%		270.86	%		288.90	%
Ratio of loans past due 90 days or more and still accruing to loans, net of unearned income and deferred fees and costs		0.00	%		0.00	%		0.00	%

Allowance for Credit Losses on Loans

The following tables present the activity in the ACLL by portfolio segment for the periods indicated:

	Activity in the Allowance for Credit Losses on Loans for the Six Months Ended June 30, 2023
	Real Estate Construction			Consumer Real Estate			Commercial Real Estate			Commercial Non Real Estate			Public Sector and IDA			Consumer Non Real Estate			Unallocated		Total
Balance, Dec. 31, 2022	$	450		$	2,199		$	3,642		$	930		$	319		$	506		$	179	$	8,225
Adoption of ASU 2016-13		(21	)		1,261			700			216			(15	)		72			129		2,342
Charge-offs		-			(17	)		-			(11	)		-			(132	)		-		(160	)
Recoveries		-			102			25			3			-			77			-		207
Provision for (recovery of) credit losses		47			(180	)		(26	)		78			(3	)		70			26		12
Balance, June 30, 2023	$	476		$	3,365		$	4,341		$	1,216		$	301		$	593		$	334	$	10,626

	Activity in the Allowance for Loan Losses for the Six Months Ended June 30, 2022
	Real Estate Construction		Consumer Real Estate		Commercial Real Estate		Commercial Non Real Estate			Public Sector and IDA		Consumer Non Real Estate			Unallocated			Total
Balance, Dec. 31, 2021	$	422	$	1,930	$	3,121	$	1,099		$	297	$	444		$	361		$	7,674
Charge-offs		-		-		-		(2	)		-		(133	)		-			(135	)
Recoveries		-		-		24		6			-		56			-			86
Provision for (recovery of) loan losses		285		189		325		(307	)		39		95			(182	)		444
Balance, June 30, 2022	$	707	$	2,119	$	3,470	$	796		$	336	$	462		$	179		$	8,069

	Activity in the Allowance for Loan Losses for the Year Ended December 31, 2022
	Real Estate Construction		Consumer Real Estate			Commercial Real Estate		Commercial Non Real Estate			Public Sector and IDA		Consumer Non Real Estate			Unallocated			Total
Balance, Dec. 31, 2021	$	422	$	1,930		$	3,121	$	1,099		$	297	$	444		$	361		$	7,674
Charge-offs		-		(13	)		-		(2	)		-		(352	)		-			(367	)
Recoveries		-		29			49		11			-		123			-			212
Provision for (recovery of) loan losses		28		253			472		(178	)		22		291			(182	)		706
Balance, Dec. 31, 2022	$	450	$	2,199		$	3,642	$	930		$	319	$	506		$	179		$	8,225

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The following tables present information about the ACLL for individually evaluated loans and collectively evaluated loans by portfolio segment as of the dates indicated.

	Allowance for Credit Losses on Loans as of June 30, 2023
	Real Estate Construction		Consumer Real Estate		Commercial Real Estate		Commercial Non Real Estate		Public Sector and IDA		Consumer Non Real Estate		Unallocated		Total
Individually evaluated	$	-	$	80	$	552	$	307	$	-	$	1	$	-	$	940
Collectively evaluated		476		3,285		3,789		909		301		592		334		9,686
Total	$	476	$	3,365	$	4,341	$	1,216	$	301	$	593	$	334	$	10,626

	Allowance for Loan Losses as of December 31, 2022
	Real Estate Construction		Consumer Real Estate		Commercial Real Estate		Commercial Non Real Estate		Public Sector and IDA		Consumer Non- Real Estate		Unallocated		Total
Individually evaluated	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Collectively evaluated		450		2,199		3,642		930		319		506		179		8,225
Total	$	450	$	2,199	$	3,642	$	930	$	319	$	506	$	179	$	8,225

The following tables present information about individually evaluated loans and collectively evaluated loans by portfolio segment as of the dates indicated.

Loans as of June 30, 2023

Real Estate Construction

Consumer

Real Estate

Commercial

Real Estate

Commercial

Non Real

Estate

Public

Sector and

IDA

Consumer Non

Real Estate

Total

Individually evaluated

293

1,029

8,847

548

10,725

Collectively evaluated

56,691

225,424

414,549

55,531

47,791

36,228

836,214

Total

56,984

226,453

423,396

56,079

47,791

36,236

846,939

	Loans as of December 31, 2022
	Real Estate Construction		Consumer Real Estate		Commercial Real Estate		Commercial Non Real Estate		Public Sector and IDA		Consumer Non- Real Estate		Total
Individually evaluated	$	-	$	186	$	2,583	$	263	$	-	$	-	$	3,032
Collectively evaluated		54,579		220,866		435,305		57,389		48,074		33,948		850,161
Total	$	54,579	$	221,052	$	437,888	$	57,652	$	48,074	$	33,948	$	853,193

The following table presents ratios pertaining to the ACLL as of the dates and for the periods indicated.

	As of and for the
	Six Months Ended June 30,						Year Ended December 31,
	2023			2022			2022
Ratio of ACLL to the end of period loans, net of unearned income and deferred fees and costs		1.26	%		0.95	%		0.96	%
Ratio of net charge-offs (recoveries), annualized, to average loans, net of unearned income and deferred fees and costs		(0.01	)%		0.01	%		0.02	%

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In accordance with CECL, the Company identifies individually evaluated loans when their risk characteristics become different from their pool. Under previous GAAP, the Company identified loans for potential impairment through a variety of means, including, but not limited to, ongoing loan review, renewal processes, delinquency data, market communications, and public information. When the Company determined that it was probable all principal and interest amounts due would not be collected in accordance with the contractual terms of the loan agreement, the loan was generally deemed impaired and individually evaluated. For further information on the impairment process under previous GAAP, please refer to the Company’s 2022 Form 10-K. A summary of individually evaluated loans as of the date indicated follows.

	Individually Evaluated Loans under Incurred Loss as of December 31, 2022
	Principal Balance		Recorded Investment⁽¹⁾		Recorded Investment⁽¹⁾ for Which There is No Related Allowance		Recorded Investment⁽¹⁾ for Which There is a Related Allowance		Related Allowance
Consumer Real Estate
Investor-owned residential real estate	$	186	$	186	$	186	$	-	$	-
Commercial Real Estate
Commercial real estate, owner occupied		3,248		2,583		2,583		-		-
Commercial Non Real Estate
Commercial and industrial		285		263		263		-		-
Total	$	3,719	$	3,032	$	3,032	$	-	$	-

(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

The following table shows the average recorded investment and interest income recognized for individually evaluated loans under the incurred loss model for the period indicated. Only classes with individually evaluated loans are presented.

	For the Six Months Ended June 30, 2022
	Average Recorded Investment⁽¹⁾		Interest Income Recognized
Consumer Real Estate
Investor-owned residential real estate	$	189	$	6
Commercial Real Estate
Commercial real estate, owner occupied		2,626		3
Commercial real estate, other		2,719		34
Commercial Non-Real Estate
Commercial and industrial		286		-
Total	$	5,820	$	43

(1)

Recorded investment is net of charge-offs and interest paid while a loan is in nonaccrual status.

Collateral Dependent Loans

The Company reviews individually evaluated loans for collateral dependency. Collateral dependent loans are loans for which repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. Under ASU 2016-13, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of the collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan’s collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. As of June 30, 2023, one of the Company’s individually evaluated loans was considered collateral dependent.

The following table details the amortized cost of the collateral dependent loan as of the date indicated:

	June 30, 2023
Consumer Real Estate
Residential closed-end first lien	$	7
Total Loans	$	7

Credit Quality

The Company categorizes loans by risk based on relevant information about the ability of borrowers to service their debt, including: collateral and financial information, historical payment experience, credit documentation and current economic trends, among other factors. At origination, each loan is assigned a risk rating. Ongoing analysis of the loan portfolio adjusts risk ratings on an individual loan basis to reflect updated information. General descriptions of risk ratings are as follows:

●

Pass: loans with acceptable credit quality are rated pass.

●

Special mention: loans with potential weaknesses due to challenging economic or financial conditions are rated special mention.

●

Classified: loans with well-defined weaknesses that heighten the risk of default are rated classified.

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The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of the date indicated.

	Term Loans Amortized Cost Basis by Origination Year
Balance at June 30, 2023	Prior		2019		2020		2021		2022		2023		Revolving		Revolving Loans Converted to Term		Total
Construction, residential
Pass	$	-	$	-	$	233	$	703	$	4,294	$	1,462	$	7,402	$	-	$	14,094
Classified		-		-		-		-		-		-		-		-		-
Total	$	-	$	-	$	233	$	703	$	4,294	$	1,462	$	7,402	$	-	$	14,094

Construction, other
Pass	$	3,254	$	1,201	$	1,450	$	24,570	$	7,247	$	3,560	$	1,315	$	-	$	42,597
Classified		-		-		-		293		-		-		-		-		293
Total	$	3,254	$	1,201	$	1,450	$	24,863	$	7,247	$	3,560	$	1,315	$	-	$	42,890

Equity lines
Pass	$	55	$	-	$	-	$	-	$	-	$	-	$	15,294	$	13	$	15,362
Classified		-		-		-		-		-		-		-		-		-
Total	$	55	$	-	$	-	$	-	$	-	$	--	$	15,294	$	13	$	15,362

*Residential closed-end first liens*
Pass	$	34,228	$	6,023	$	14,971	$	32,396	$	29,086	$	7,433	$	-	$	-	$	124,137
Classified		304		-		-		-		-		-		-		-		304
Total	$	34,532	$	6,023	$	14,971	$	32,396	$	29,086	$	7,433	$	-	$	-	$	124,441
YTD gross charge-offs	$	-	$	-	$	17	$	-	$	-	$	-	$	-	$	-	$	17

*Residential closed-end junior liens*
Pass	$	1,847	$	120	$	-	$	178	$	401	$	1,539	$	-	$	-	$	4,085
Classified		-		-		-		-		-		-		-		-		-
Total	$	1,847	$	120	$	-	$	178	$	401	$	1,539	$	-	$	-	$	4,085

*Investor-owned residential real estate*
Pass	$	23,727	$	5,308	$	14,842	$	20,230	$	14,127	$	2,210	$	1,297	$	99	$	81,840
Classified		725		-		-		-		-		-		-		-		725
Total	$	24,452	$	5,308	$	14,842	$	20,230	$	14,127	$	2,210	$	1,297	$	99	$	82,565

*Multifamily residential real estate*
Pass	$	43,414	$	1,839	$	11,910	$	41,134	$	27,216	$	5,679	$	-	$	-	$	131,192
Classified		-		-		-		-		-		-		-		-		-
Total	$	43,414	$	1,839	$	11,910	$	41,134	$	27,216	$	5,679	$	-	$	-	$	131,192

*Commercial real estate, owner occupied*
Pass	$	45,878	$	11,389	$	23,909	$	4,978	$	16,843	$	3,751	$	2,749	$	-	$	109,497
Special mention		6,396		-		-		-		-		-		-		-		6,396
Classified		2,451		-		-		-		-		-		-		-		2,451
Total	$	54,725	$	11,389	$	23,909	$	4,978	$	16,843	$	3,751	$	2,749	$	-	$	118,344

*Commercial real estate, other*
Pass	$	71,694	$	22,223	$	19,489	$	36,621	$	22,906	$	356	$	571	$	-	$	173,860
Classified		-		-		-		-		-		-		-		-		-
Total	$	71,694	$	22,223	$	19,489	$	36,621	$	22,906	$	356	$	571	$	-	$	173,860

Commercial and industrial
Pass	$	6,519	$	925	$	9,708	$	14,654	$	7,935	$	4,093	$	11,697	$	-	$	55,531
Classified		242		-		-		-		6		-		300		-		548
Total	$	6,761	$	925	$	9,708	$	14,654	$	7,941	$	4,093	$	11,997	$	-	$	56,079
YTD gross charge-offs	$	-	$	11	$	-	$	-	$	-	$	-	$	-	$	-	$	11

Public sector and IDA
Pass	$	21,590	$	33	$	243	$	18,259	$	6,540	$	1,126	$	-	$	-	$	47,791
Classified		-		-		-		-		-		-		-		-		-
Total	$	21,590	$	33	$	243	$	18,259	$	6,540	$	1,126	$	-	$	-	$	47,791

Credit cards
Pass	$	-	$	-	$	-	$	-	$	-	$	-	$	4,653	$	-	$	4,653
Classified		-		-		-		-		-		-		-		-		-
Total	$	-	$	-	$	-	$	-	$	-	$	-	$	4,653	$	-	$	4,653
YTD gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	19	$	-	$	19

Automobile
Pass	$	127	$	397	$	890	$	2,153	$	3,613	$	4,385	$	-	$	-	$	11,565
Classified		-		-		-		-		8		-		-		-		8
Total	$	127	$	397	$	890	$	2,153	$	3,621	$	4,385	$	-	$	-	$	11,573
YTD gross charge-offs	$	-	$	-	$	-	$	1	$	31	$	-	$	-	$	-	$	32

Other consumer
Pass	$	150	$	465	$	1,118	$	2,653	$	7,773	$	6,774	$	1,077	$	-	$	20,010
Classified		-		-		-		-		-		-		-		-		-
Total	$	150	$	465	$	1,118	$	2,653	$	7,773	$	6,774	$	1,077	$	-	$	20,010
YTD gross charge-offs	$	-	$	-	$	-	$	17	$	25	$	-	$	39	$	-	$	81

Total Loans
Pass	$	252,483	$	49,923	$	98,763	$	198,529	$	147,981	$	42,368	$	46,055	$	112	$	836,214
Special Mention		6,396		-		-		-		-		-		-		-		6,396
Classified		3,722		-		-		293		14		-		300		-		4,329
Total	$	262,601	$	49,923	$	98,763	$	198,822	$	147,995	$	42,368	$	46,355	$	112	$	846,939
YTD gross charge-offs	$	-	$	11	$	17	$	18	$	56	$	-	$	58	$	-	$	160

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The following table presents the recorded investment by loan pool and credit quality as of December 31, 2022.

	December 31, 2022
	Pass		Special Mention		Classified
Real Estate Construction
Construction, 1-4 family residential	$	12,538	$	-	$	-
Construction, other		41,741		-		300
Consumer Real Estate
Equity lines		15,026		-		-
Residential closed-end first liens		122,187		-		461
Residential closed-end junior liens		2,446		-		-
Investor-owned residential real estate		80,143		-		603
Commercial Real Estate
Multifamily residential real estate		127,312		-		-
Commercial real estate owner-occupied		126,550		-		-
Commercial real estate, other		181,443		-		-
Commercial Non Real Estate
Commercial and industrial		57,381		-		8
Public Sector and IDA
States and political subdivisions		48,074		-		-
Consumer Non-Real Estate
Credit cards		4,597		-		-
Automobile		9,932		-		3
Other consumer		19,398		-		18
Total	$	848,768	$	-	$	1,393

Loan Modifications to Borrowers Experiencing Financial Difficulty

When the Company modifies a loan, an assessment is made to determine whether the borrower is experiencing financial difficulty. If the borrower is experiencing financial difficulty, the loan’s risk rating is evaluated and is typically changed to special mention or classified, which results in individual evaluation of the loan for the ACLL. The Company modified one loan to a borrower experiencing financial difficulty during the three and six month periods ended June 30, 2023. During the three and six month periods ended June 30, 2022, no loans were modified for borrowers experiencing financial difficulty.

The following table presents the amortized cost basis as of June 30, 2023 of the loan modified for a borrower experiencing financial difficulty.

	Interest Only Payments
	Amortized Cost Basis		% of Portfolio			Financial Effect
Commercial Real Estate
Commercial real estate owner-occupied	$	6,396		5.40	%	6 months of interest only payments, after which remaining balance will be re-amortized to the contractual maturity date.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty. The commercial real estate owner-occupied loan is in current status as of June 30, 2023.

The Company analyzed its modified loan portfolio for loans that defaulted during the three and six month period ended June 30, 2023, and that were modified within 12 months prior to default. The Company designates three circumstances that indicate default: one or more payments that occur more than 90 days past the due date, charge-off, or foreclosure after the date of modification. Of the Company’s modifications at June 30, 2023, none of the defaulted modifications were modified within 12 months prior to default.

ACL on Unfunded Commitments

The following table presents the balance and activity in the ACL for unfunded commitments for the six months ended June 30, 2023:

Allowance for Credit Losses on Unfunded Commitments
Balance, December 31, 2022	$	35
Adoption of ASU 2016-13		207
Recovery of credit losses		(9	)
Balance, June 30, 2023	$	233

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Note 3: Securities

The amortized cost and estimated fair value of securities available for sale along with gross unrealized gains and losses as of the dates indicated are summarized as follows:

	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
Available for Sale:
U.S. Treasuries	$	994	$	-	$	54	$	-	$	940
U.S. Government agencies and corporations		353,788		-		48,887		-		304,901
States and political subdivisions		179,889		-		32,743		-		147,146
Mortgage-backed securities		164,015		-		8,427		-		155,588
Corporate debt securities		6,503		-		900		-		5,603
Total securities available for sale	$	705,189	$	-	$	91,011	$	-	$	614,178

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for Sale:
U.S. Treasuries	$	992	$	-	$	56	$	936
U.S. Government agencies and corporations		391,538		39		55,002		336,575
States and political subdivisions		190,192		26		38,018		152,200
Mortgage-backed securities		170,694		22		9,239		161,477
Corporate debt securities		6,501		-		837		5,664
Total securities available for sale	$	759,917	$	87	$	103,152	$	656,852

No allowance for credit loss on securities available for sale was recorded as of June 30, 2023.

The deferred tax asset for the net unrealized loss on securities available for sale was $19,112 as of June 30, 2023 and $21,644 as of December 31, 2022. The deferred tax asset is included in other assets on the Consolidated Balance Sheets.

The amortized cost and fair value of single maturity securities available for sale at June 30, 2023, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities included in these totals are categorized by final maturity.

	June 30, 2023
	Amortized Cost		Fair Value
Available for Sale:
Due in one year or less	$	1,897	$	1,868
Due after one year through five years		139,460		128,835
Due after five years through ten years		299,548		255,178
Due after ten years		264,284		228,297
Total securities available for sale	$	705,189	$	614,178

Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that the individual securities have been in a continuous loss position, as of the dates indicated, follows.

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June 30, 2023

Less Than 12 Months

12 Months or More

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss

U.S. Treasuries

940

U.S. Government agencies and corporations

24,782

1,131

280,119

47,756

States and political subdivisions

2,070

144,831

32,708

Mortgage-backed securities

4,977

150,514

8,361

Corporate debt securities

5,603

900

Total available for sale securities

31,829

1,232

582,007

89,779

	December 31, 2022
	Less Than 12 Months				12 Months or More
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. Treasuries	$	936	$	56	$	-	$	-
U.S. Government agencies and corporations		144,574		12,699		190,950		42,303
States and political subdivisions		94,657		18,373		52,134		19,645
Mortgage-backed securities		144,198		7,326		15,165		1,913
Corporate debt securities		4,843		655		821		182
Total temporarily impaired securities	$	389,208	$	39,109	$	259,070	$	64,043

The Company evaluates securities available for sale that are in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to the extent to which the fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At June 30, 2023, the Company had 578 securities with a fair value of $613,836 in an unrealized loss position. The Company does not have the intent to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The contractual terms of the investments do not permit the issuers to settle the securities at a price less than the cost basis of the investments. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, the unrealized losses are attributed to noncredit-related factors, including changes in interest rates and other market conditions. No allowance for credit losses on securities available for sale was recorded as of June 30, 2023.

Restricted Stock.

The Company holds restricted stock that is reported separately from available for sale securities. As a member of the Federal Reserve and the Federal Home Loan Bank of Atlanta (“FHLB”), NBB is required to maintain certain minimum investments in the common stock of those entities. Required levels of investment are based upon NBB’s capital and a percentage of qualifying assets. The Company purchases stock from or sells stock back to the correspondents based on their calculations. The stock is held by member institutions only and is not actively traded.

Redemption of FHLB stock is subject to certain limitations and conditions. At its discretion, the FHLB may declare dividends on the stock. In addition to dividends, NBB also benefits from its membership with FHLB through eligibility to borrow from the FHLB, using as collateral NBB’s capital stock investment in the FHLB and qualifying NBB real estate mortgage loans totaling $633,617 at June 30, 2023. Management reviews for impairment based upon the ultimate recoverability of the cost basis of the FHLB stock, and at June 30, 2023, did not determine any impairment.

Realized Securities Gains and Losses

During the three months ended June 30, 2023, the Company strategically selected and sold securities with an amortized cost basis of $28,863 and realized a loss on the sale of $3,344. Additionally, during the three months ended March 31, 2023, the Company sold securities with an amortized cost basis of $17,987 and recognized a net gain of $12. The strategy for both sales prioritized enhancement of long-term earnings. Though not a primary objective, proceeds from the sales also bolstered liquidity. There were no sales of securities during 2022.

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Note 4: Defined Benefit Plan

The following tables present components of Net Periodic Benefit Cost for the periods indicated:

	Pension Benefits
	Three Months Ended June 30,
	2023			2022
Service cost	$	203		$	324
Interest cost		273			204
Expected return on plan assets		(518	)		(629	)
Amortization of prior service cost		-			-
Recognized net actuarial loss		17			110
Net periodic benefit (income) cost	$	(25	)	$	9

	Pension Benefits
	Six Months Ended June 30,
	2023			2022
Service cost	$	406		$	648
Interest cost		546			408
Expected return on plan assets		(1,036	)		(1,258	)
Amortization of prior service cost		-			-
Recognized net actuarial loss		34			220
Net periodic benefit (income) cost	$	(50	)	$	18

The service cost component of net periodic benefit cost is included in salaries and employee benefits expense in the Consolidated Statements of Income. All other components are included in other noninterest expense in the Consolidated Statements of Income. No contributions to the defined benefit plan have been made during 2023.

Note 5: Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of the observable inputs and minimize the use of the unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

Level 1 –

Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2 –

Valuation is based on observable inputs including:

●

quoted prices in active markets for similar assets and liabilities,

●

quoted prices for identical or similar assets and liabilities in less active markets,

●

inputs other than quoted prices that are observable, and

●

model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

Level 3 –

Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

Fair value is best determined by quoted market prices. However, in cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, fair value estimates may not be realized in an immediate settlement of the instrument. Accounting guidance for fair value excludes certain financial instruments and all nonfinancial instruments from disclosure requirements. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the consolidated financial statements:

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Financial Instruments Measured at Fair Value on a Recurring Basis

Securities Available for Sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). 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 derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). The carrying value of restricted Federal Reserve Bank of Richmond and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following tables. The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates indicated.

June 30, 2023

Fair Value Measurements Using

Description

Balance

Level 1

Level 2

Level 3

U.S. Treasuries

940

U.S. Government agencies and corporations

304,901

States and political subdivisions

147,146

Mortgage-backed securities

155,588

Corporate debt securities

5,603

Total securities available for sale

614,178

December 31, 2022			Fair Value Measurements Using
Description	Balance		Level 1		Level 2		Level 3
U.S. Treasuries	$	936	$	-	$	936	$	-
U.S. Government agencies and corporations		336,575		-		336,575		-
States and political subdivisions		152,200		-		152,200		-
Mortgage-backed securities		161,477		-		161,477		-
Corporate debt securities		5,664		-		5,664		-
Total securities available for sale	$	656,852	$	-	$	656,852	$	-

The Company’s securities portfolio is valued using Level 2 inputs. The Company relies on an independent third party vendor to provide market valuations. The inputs used to determine value include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. The third party vendor also monitors market indicators, industry activity and economic events as part of the valuation process. Central to the final valuation is the assumption that the indicators used are representative of the fair value of securities held within the Company’s portfolio. Level 2 inputs are subject to a certain degree of uncertainty and changes in these assumptions or methodologies in the future, if any, may impact securities fair value, deferred tax assets or liabilities, or expense.

Interest Rate Loan Contracts and Forward Contracts

The Company originates consumer real estate loans which it intends to sell to a correspondent lender. Interest rate loan contracts and forward contracts result from originating loans held for sale and are derivatives reported at fair value. The Company enters interest rate lock commitments with customers who apply for a loan which the Company intends to sell to a correspondent lender. The interest rate loan contract ends when the loan closes or the customer withdraws their application. Fair value of the interest rate loan contract is based upon the correspondent lender’s pricing quotes at the report date. Fair value is adjusted for the estimated probability of the loan closing with the borrower.

At the time the Company enters into an interest rate loan contract with a customer, it also enters into a best efforts forward sales commitment with the correspondent lender. If the loan has been closed and funded, the best efforts commitment converts to a mandatory forward sales commitment. Fair value is based on the gain or loss that would occur if the Company were to pair-off the transaction with the investor at the measurement date. This is a Level 3 input. The Company has elected to measure and report best efforts commitments at fair value.

Interest rate loan contracts and forward contracts are valued based on quotes from the correspondent lender at the reporting date. Pricing changes daily and if a loan has not been sold to the correspondent by the next reporting date, the fair value may be different from that reported currently. Changes in fair value measurement impacts net income.

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At December 31, 2022, there were no interest rate loan contracts or forward contracts. The following table presents the Company’s interest rate loan contracts and forward contracts as of June 30, 2023:

June 30, 2023				Fair Value Measurements Using
Description	Balance			Level 1		Level 2		Level 3
Interest rate loan contracts	$	1		$	-	$	-	$	1
Forward contracts		(1	)		-		-		(1	)

June 30, 2023	Valuation Technique	Unobservable Input	Range (Weighted Average)
Interest rate loan contracts	Market approach	Pull-through rate		*100.00%*
Forward contracts	Market approach	Pull-through rate		*100.00%*
Interest rate loan contracts	Market approach	Current reference price		100.87%
Forward contracts	Market approach	Current reference price		100.87%

Financial Instruments Measured at Fair Value on a Non-Recurring Basis

Certain financial instruments are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the consolidated financial statements.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale at June 30, 2023 or December 31, 2022.

Collateral Dependent Loans

Loans the Company has identified as collateral dependent that do not share risk characteristics are individually evaluated on a non-recurring basis. For collateral dependent loans, the ACL is measured as the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. When repayment is expected from the operation of the collateral, credit losses are estimated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected from the sale of the collateral, credit losses are measured as the amount by which the amortized costs basis of the loan exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.

For real estate loans, fair value of collateral is determined by the “as-is” value of appraisals that are less than 24 months of age and are prepared by independent, licensed appraisers. Appraisals are based upon observable market data analyzed through an income or sales valuation approach, and adjusted by estimated selling costs. Valuation falls within Level 2 categorization. The Company may further discount appraisals for marketing strategies, which results in Level 3 categorization.

The value of business equipment is based upon an outside appraisal (Level 2) if deemed significant, or the net book value on the applicable business’ financial statements (Level 3) if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).

As of June 30, 2023, one consumer real estate loan with a balance of $7 was collateral dependent. The valuation was based upon a third party evaluation (Level 2) and did not result in a specific allocation. As of December 31, 2022, measurement of the Company’s impaired loans did not result in any specific allocations.

Other Real Estate Owned (“OREO”)

Certain assets such as OREO are measured at fair value less cost to sell. Valuation of OREO is determined using current appraisals from independent parties, a Level 2 input. The Company works with a realtor to determine the list price, which may be set at appraised value or at a different amount based on the realtor’s advice and management’s judgement of marketability. Discounts to appraisals for selling costs or for marketability result in a Level 3 estimate.

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The following table summarizes the Company’s OREO that was measured at fair value on a nonrecurring basis as of the dates indicated.

Date	Description	Balance		Level 1		Level 2		Level 3
June 30, 2023	OREO, net of valuation allowance	$	662	$	-	$	-	$	662
December 31, 2022	OREO, net of valuation allowance		662		-		-		662

The following table presents information about OREO and Level 3 Fair Value Measurements as of the dates indicated.

Date	Valuation Technique	Unobservable Input	Range (Weighted Average)
June 30, 2023	Discounted appraised value	Selling cost		7.00%
June 30, 2023	Discounted appraised value	Discount for lack of marketability		34.72%

December 31, 2022	Discounted appraised value	Selling cost		7.00%
December 31, 2022	Discounted appraised value	Discount for lack of marketability		34.72%

At June 30, 2023 and December 31, 2022, the Company held a single OREO property, measured using appraised value, discounted for marketability and selling cost. During 2022, the Company reduced the list price as part of a marketing strategy and recorded an additional discount for marketability.

There is uncertainty in determining discounts to appraised value. If the final sale price is different from the list price, the amount of selling costs will also be different from those estimated. Future changes to marketability assumptions or updated appraisals may indicate a lower fair value, with a corresponding impact to net income. Ultimate proceeds from the sale of OREO property may be less than the estimated fair value, reducing net income.

Fair Value Summary

The following presents the recorded amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of the dates indicated. Fair values are estimated using the exit price notion.

	June 30, 2023
	Recorded Amount		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	14,815	$	14,815	$	-	$	-
Interest-bearing deposits		55,241		55,241		-		-
Securities available for sale, at fair value		614,178		-		614,178		-
Restricted securities		929		-		929		-
Loans, net		835,915		-		-		785,779
Accrued interest receivable		5,718		-		5,718		-
Bank-owned life insurance		43,081		-		43,081		-
Interest rate loan contracts		1		-		-		1
Financial Liabilities:
Deposits	$	1,487,032	$	-	$	1,340,053	$	145,244
Accrued interest payable		260		-		260		-
Forward loan contracts		1		-		-		1

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	December 31, 2022
	Recorded Amount		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	12,403	$	12,403	$	-	$	-
Interest-bearing deposits		59,026		59,026		-		-
Securities available for sale, at fair value		656,852		-		656,852		-
Restricted securities		941		-		941		-
Loans, net		844,519		-		-		781,749
Accrued interest receivable		6,001		-		6,001		-
Bank-owned life insurance		43,312		-		43,312		-
Financial Liabilities:
Deposits	$	1,542,725	$	-	$	1,475,096	$	67,542
Accrued interest payable		106		-		106		-

Note 6: Components of Accumulated Other Comprehensive Loss

The following tables provide information about components of accumulated other comprehensive loss as of the dates indicated:

	Net Unrealized Loss on Securities			Adjustments Related to Pension Benefits			Accumulated Other Comprehensive Loss
Balance at March 31, 2022	$	(30,972	)	$	(6,912	)	$	(37,884	)
Unrealized holding loss on available for sale securities, net of tax of ($6,617)		(24,893	)		-			(24,893	)
Balance at June 30, 2022	$	(55,865	)	$	(6,912	)	$	(62,777	)

Balance at March 31, 2023	$	(69,692	)	$	(2,345	)	$	(72,037	)
Unrealized holding loss on available for sale securities, net of tax of ($1,289)		(4,848	)		-			(4,848	)
Reclassification adjustment, net of tax of $702		2,642			-			2,642
Balance at June 30, 2023	$	(71,898	)	$	(2,345	)	$	(74,243	)

	Net Unrealized Gain (Loss) on Securities			Adjustments Related to Pension Benefits			Accumulated Other Comprehensive Loss
Balance at December 31, 2021	$	2,854		$	(6,912	)	$	(4,058	)
Unrealized holding loss on available for sale securities, net of tax of ($15,609)		(58,719	)		-			(58,719	)
Balance at June 30, 2022	$	(55,865	)	$	(6,912	)	$	(62,777	)

Balance at December 31, 2022	$	(81,421	)	$	(2,345	)	$	(83,766	)
Unrealized holding gain on available for sale securities, net of tax of $1,831		6,891			-			6,891
Reclassification adjustment, net of tax of $700		2,632			-			2,632
Balance at June 30, 2023	$	(71,898	)	$	(2,345	)	$	(74,243	)

Note 7: Revenue Recognition

Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams such as service charges on deposit accounts, other service charges and fees, credit and debit card fees, trust income, and annuity and insurance commissions are recognized in accordance with Accounting Standards Codification ("ASC") Topic 606, “Revenue from Contracts with Customers”. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as financial guarantees, derivatives, and certain credit card fees are outside the scope of the guidance. Noninterest revenue streams within the scope of Topic 606 are discussed below.

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Service Charges on Deposit Accounts

Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, ATM fees, wire transfer fees, and other deposit account related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Wire transfer fees, overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

Other Service Charges and Fees

Other service charges include safe deposit box rental fees, check ordering charges, and other service charges. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Check ordering charges are transactional based, and therefore the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

Credit and Debit Card Fees

Credit and debit card fees are primarily comprised of interchange fee income and merchant services income. Interchange fees are earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa and MasterCard. Merchant services income mainly represents commission fees based upon merchant processing volume. The Company’s performance obligation for interchange fee income and merchant services income are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic 606, credit and debit card fee income is presented net of associated expense.

Trust Income

Trust income is primarily comprised of fees earned from the management and administration of trusts and estates and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Estate management fees are based upon the size of the estate. A partial fee is recognized half-way through the estate administration and the remainder of the fee is recognized when remaining assets are distributed and the estate is closed.

Insurance and Investment

Insurance income primarily consists of commissions received on insurance product sales. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy. Shortly after the insurance policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.

Investment income consists of recurring revenue streams such as commissions from sales of mutual funds and other investments. Commissions from the sale of mutual funds and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined.

OREO Gains and Losses

The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

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The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30, 2023 and June 30, 2022.

	Three Months Ended June 30,
Noninterest Income	2023		2022
In-scope of Topic 606:
Service charges on deposit accounts	$	637	$	603
Other service charges and fees		49		51
Credit and debit card fees, net		414		535
Trust income		481		439
Insurance and Investment (included within Other Income on the Consolidated Statements of Income)		112		141
Noninterest Income (in-scope of Topic 606)	$	1,693	$	1,769
Noninterest Income (out-of-scope of Topic 606)		1,098		343
Total noninterest income	$	2,791	$	2,112

	Six Months Ended June 30,
Noninterest Income	2023		2022
In-scope of Topic 606:
Service charges on deposit accounts	$	1,229	$	1,165
Other service charges and fees		102		106
Credit and debit card fees, net		881		975
Trust income		926		882
Insurance and Investment (included within Other Income on the Consolidated Statements of Income)		397		348
Noninterest Income (in-scope of Topic 606)	$	3,535	$	3,476
Noninterest Income (out-of-scope of Topic 606)		1,455		927
Total noninterest income	$	4,990	$	4,403

Note 8: Leases

The Company’s leases are recorded under ASC Topic 842, “Leases”. The Company examines its contracts to determine whether they are or contain a lease. A contract with a lease is further examined to determine whether the lease is a short-term, operating or finance lease. As permitted by ASC Topic 842, the Company elected not to capitalize short-term leases, defined by the standard as leases with terms of 12 months or less. The Company also elected the practical expedient not to separate non-lease components from lease components within a single contract.

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

Lease payments

Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term, or for variable lease payments, in the period in which the obligation was incurred. Payments for leases with terms longer than 12 months are included in the determination of the lease liability. Payments may be fixed for the term of the lease or variable. Variable payments result when the lease agreement includes a clause providing for escalation of lease payments at specified dates. If the escalation factor is known, such as a specified percentage increase per year or a stated increase at a specified time, the variable payment is included in the cash flows used to determine the lease liability. If the variable payment is based upon an unknown escalator, such as the consumer price index at a future date, the increase is not included in the cash flows used to determine the lease liability. One of the Company’s leases provides a known escalator that is included in the determination of the lease liability. The remaining leases do not have variable payments during the term of the lease.

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Options to Extend, Residual Value Guarantees, and Restrictions and Covenants

Of the Company’s seven operating leases as of June 30, 2023, four leases offer the option to extend the lease term. Two of the leases have two options of five years each and one lease has two options of three years each. Another lease has one option to extend the term for an additional five years. The Company exercised a previous option to extend this lease in 2020. At the time of capitalization, the Company was not reasonably certain whether it would exercise the options and did not include the time period in the calculation of the lease liability. The lease agreements provide that the lease payment will increase at the exercise date based on the Consumer Price Index for All Urban Consumers (“CPI-U”). Because the CPI-U at the exercise date is unknown, the increase is not included in the cash flows determining the lease liability. None of the Company’s leases provide for residual value guarantees and none provide restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The contracts in which the Company is lessee are with parties external to the Company and not related parties. The Company’s lease right of use asset is included in other assets and the lease liability is included in other liabilities. The following tables present information about leases as of the dates and for the periods indicated:

	June 30, 2023			December 31, 2022
Lease liability	$	1,284		$	1,444
Right-of-use asset	$	1,255		$	1,415
Weighted average remaining lease term (in years)		4.76			5.14
Weighted average discount rate		3.29	%		3.29	%

	For the Three Months Ended June 30,
Lease Expense	2023		2022
Operating lease expense	$	92	$	78
Short-term lease expense		-		-
Total lease expense	$	92	$	78
Cash paid for amounts included in lease liabilities	$	92	$	78
Right-of-use assets obtained in exchange for operating lease liabilities commencing during the period	$	-	$	-

	For the Six Months Ended June 30,
Lease Expense	2023		2022
Operating lease expense	$	184	$	154
Short-term lease expense		1		1
Total lease expense	$	185	$	155
Cash paid for amounts included in lease liabilities	$	186	$	156
Right-of-use assets obtained in exchange for operating lease liabilities commencing during the period	$	-	$	25

The following table presents a maturity schedule of undiscounted cash flows that contribute to the lease liability as of June 30, 2023:

Undiscounted Cash Flow for the Period	As of June 30, 2023
Twelve months ending June 30, 2024	$	353
Twelve months ending June 30, 2025		320
Twelve months ending June 30, 2026		221
Twelve months ending June 30, 2027		195
Twelve months ending June 30, 2028		189
Thereafter		111
Total undiscounted cash flows	$	1,389
Less: discount		(105	)
Lease liability	$	1,284

The contracts in which the Company is lessee are not with related parties.

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Note 9: Stock Based Compensation

The Company’s 2023 Stock Incentive Plan (“the Plan”) was approved by shareholders at the annual shareholder’s meeting on May 9, 2023. The Plan provides for the grant of various forms of stock-based compensation awards that may be settled in, or based upon the value of, the Company’s common stock. The maximum number of shares available for issuance under the Plan is 120,000 shares. For further information on the Plan, refer to the Company’s Proxy Statement filed with the SEC on March 10, 2023 and the Company’s S-8 filed with the SEC on June 7, 2023.

Restricted Stock Awards

Under the Plan, part of the June 2023 semi-annual retainer for non-employee directors was paid in restricted stock awards (“RSAs”). A summary of changes in the Company’s nonvested RSAs under the Plan for the three months ended June 30, 2023 follows:

	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at April 1, 2023		-	$	-
Granted		2,052		30.70
Nonvested at June 30, 2023		2,052	$	30.70

The RSAs have a one year vesting period. Expense for the RSAs will be recognized over the vesting period based on the fair value of the stock at the issue date. Stock based compensation expense charged against income was $5 for the three and six months ended June 30, 2023. As of June 30, 2023, expense of $58 related to the nonvested RSAs is expected to be recognized over the coming 11 months.

Note 10: Earnings Per Share

The factors used in the earnings per share computation for the periods indicated are presented below:

	For the Three Months Ended June 30,
	2023						2022
$ in thousands, except share and per share amounts	Net Income (Numerator)		Common Shares¹ (Denominator)		Per Share		Net Income (Numerator)		Common Shares¹ (Denominator)		Per Share
Basic earnings per share	$	3,901		5,889,687	$	0.66	$	5,574		6,004,425	$	0.93
Restricted stock awards:				361						-
Diluted earnings per share	$	3,901		5,890,048	$	0.66	$	5,574		6,004,425	$	0.93

	For the Six Months Ended June 30,
	2023						2022
$ in thousands, except share and per share amounts	Net Income (Numerator)		Common Shares¹ (Denominator)		Per Share		Net Income (Numerator)		Common Shares¹ (Denominator)		Per Share
Basic earnings per share	$	8,432		5,889,687	$	1.43	$	10,460		6,025,709	$	1.74
Restricted stock awards:				181						-
Diluted earnings per share	$	8,432		5,889,868	$	1.43	$	10,460		6,025,709	$	1.74

(1)

Weighted average outstanding

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

$ in thousands, except per share data

The purpose of this discussion and analysis is to provide information about the financial condition and results of operations of the Company. Please refer to the financial statements and other information included in this report as well as the Company’s 2022 Form 10-K for an understanding of the following discussion and analysis. References in the following discussion and analysis to “we” or “us” refer to the Company unless the context indicates that the reference is to the Bank.

Cautionary Statement Regarding Forward-Looking Statements

We make forward-looking statements in this Form 10-Q that are subject to significant risks and uncertainties. These forward-looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals, and are based upon our management’s views and assumptions as of the date of this report. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements.

These forward-looking statements are based upon or are affected by factors that could cause our actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, effects of or changes in:

●

interest rates,

●

national and local economic conditions,

●

monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System (the "Federal Reserve"), the Consumer Financial Protection Bureau and the Federal Deposit Insurance Corporation, and the impact of any policies or programs implemented pursuant to financial reform legislation,

●

unanticipated increases in the level of unemployment in the Company’s market,

●

the quality or composition of the loan and/or investment portfolios,

	●	the sufficiency of the Company's allowance for credit losses,
	●	demand for loan products,

●

deposit flows, including impact on liquidity,

●

competition,

●

demand for financial services in the Company’s market,

●

the real estate market conditions in the Company’s market,

●

laws, regulations and policies impacting financial institutions,

	●	adverse developments in the financial industry generally, such as the recent bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer behavior,
	●	technological risks and developments, and cyber-threats, attacks or events,

●

the Company’s technology initiatives,

●

geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts,

●

the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events,

●

the Company's ability to identify, attract, and retain experienced management, relationship managers, and support personnel, particularly in a competitive labor environment,

●

performance by the Company’s counterparties or vendors,

●

applicable accounting principles, policies and guidelines, and

●

the impact of the COVID-19 pandemic, including the adverse impact on our business and operations and on our customers.

These risks and uncertainties should be considered in evaluating the forward-looking statements contained in this report. We caution readers not to place undue reliance on those statements, which speak only as of the date of this report. This discussion and analysis should be read in conjunction with the description of our “Risk Factors” in Item 1A of the most recently filed Form 10-K.

Cybersecurity

The Company considers cybersecurity risk to be one of the greatest risks to its business. We have deployed a multi-faceted approach to limit the risk and impact of unauthorized access to customer accounts and to information relevant to customer accounts. We use digital technology safeguards, internal policies and procedures, and employee training to reduce the exposure of our systems to cyber-intrusions. The Company also requires assurances from key vendors regarding their cybersecurity.

We control functionalities of online and mobile banking to reduce risk. We do not offer online account openings or loan originations. We do not permit customers to submit address changes through online banking, and we limit the dollar amount of online banking transfers to other banks. We require a special vetting process for commercial customers who wish to originate ACH transfers and for customers who submit wire requests through online banking.

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Further, the Company has a program to identify, mitigate and manage its cybersecurity risks. The program includes penetration testing and vulnerability assessment, technological defenses such as antivirus software, patch management, firewall management, email and web protections, an intrusion prevention system, a cybersecurity insurance policy which covers some but not all losses arising from cybersecurity breaches, as well as ongoing employee training. The cost of these measures was $65 for the three months ended June 30, 2023 and $93 for the three months ended June 30, 2022. For the six months ended June 30, 2023 and June 30, 2022, the expense was $128 and $187 respectively. These costs are included in various categories of noninterest expense.

However, it is not possible to fully eliminate exposure. The potential for financial and reputational losses due to cyber-breaches is increased by the possibility of human error, unknown system susceptibilities, and the rising sophistication of cyber-criminals to attack systems, disable safeguards and gain access to accounts and related information. We maintain insurance for these risks but insurance policies are subject to exceptions, exclusions and terms whose applications have not been widely interpreted in litigation. Accordingly, insurance can provide less than complete protection against the losses that result from cybersecurity breaches and pursuing recovery from insurers can result in significant expense. In addition, some risks such as reputational damage and loss of customer goodwill, which can result from cybersecurity breaches, cannot be insured against.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with GAAP. The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.

Critical accounting policies are most important to the portrayal of the Company’s financial condition or results of operations and require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. If conditions occur that differ from our assumptions, depending upon the severity of such differences, the Company’s financial condition or results of operations may be materially impacted. The Company designated as critical those policies governing the allowance for credit losses, goodwill and the pension plan. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. Please refer to the Company’s 2022 Form 10-K, Note 1: Summary of Significant Accounting Policies for information on these and other accounting policies. For information on the Company’s policies on the ACLL beginning with adoption of CECL on January 1, 2023, please refer to Note 1: General.

Overview

National Bankshares, Inc. is a financial holding company that was organized in 1986 under the laws of Virginia and is registered under the Bank Holding Company Act of 1956. NBI common stock is listed on the Nasdaq Capital Market and is traded under the symbol “NKSH.”

NBI has two wholly-owned subsidiaries, the National Bank of Blacksburg and National Bankshares Financial Services, Inc. NBB is a community bank and does business as National Bank from 24 office locations and three loan production offices. NBB is the source of nearly all of the Company’s revenue. NBFS does business as National Bankshares Investment Services and National Bankshares Insurance Services. Income from NBFS is not significant at this time, nor is it expected to be so in the near future.

The Company is pleased to announce that construction on a new branch in Roanoke, Virginia will begin during the third quarter of 2023. The full service branch will expand our already successful Loan Production Office and enhance our service in the Roanoke Valley.

Non-GAAP Financial Measures

This report refers to certain financial measures that are computed under a basis other than GAAP (“non-GAAP”). The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The methodology for determining these non-GAP measures may differ among companies and are supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP. Details on non-GAAP measures follow.

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Adjusted Return on Average Assets and Adjusted Return on Average Equity

The adjusted return on average assets and adjusted return on average equity are measures of profitability, calculated by annualizing net income and dividing by average year-to-date assets or equity, respectively. Larger nonrecurring income or expenses are not annualized, in order to reduce distortion within the ratios. The tables below present the reconciliation of adjusted annualized net income, which is not a measurement under GAAP, for the three and six month periods ended June 30, 2023 and 2022.

	Three Months Ended
	June 30, 2023			June 30, 2022
Annualized Net Income
Net income (GAAP)	$	3,901		$	5,574
Less: items deemed by management to be non-recurring:
Loss on sale of securities, net of tax of $702 for the period ended June 30, 2023		2,642			-
Proxy contest-related expense, net of tax of $69 for the period ended June 30, 2023		258			-
Gain on sale of investment, net of tax of ($624) for the period ended June 30, 2023		(2,347	)
Gain on BOLI settlement		(1,037	)		-
Total non-recurring items		(484	)
Adjusted net income	$	3,417		$	5,574
Adjusted net income, annualized	$	13,706		$	22,357
Add: total non-recurring items		484			-
Annualized net income for ratio calculation (non-GAAP)	$	14,190		$	22,357

Return on average assets (GAAP)		0.96	%		1.30	%
Adjusted return on average assets (non-GAAP)		0.87	%		1.30	%

Return on average equity (GAAP)		12.06	%		15.00	%
Adjusted return on average equity (non-GAAP)		10.94	%		15.00	%

	Six Months Ended
	June 30, 2023			June 30, 2022
Annualized Net Income
Net income (GAAP)	$	8,432		$	10,460
Less: items deemed by management to be non-recurring:
Partnership income net of tax of ($44) and ($77) for the periods ended June 30, 2023 and 2022, respectively		(164	)		(290	)
Loss on sale of securities, net of tax of $700 for the period ended June 30, 2023		2,632			-
Proxy contest-related expense, net of tax of $161 for the period ended June 30, 2023		607			-
Gain on sale of investment, net of tax of ($624) for the period ended June 30, 2023		(2,347	)		-
Gain on BOLI settlement		(1,037	)		-
Total non-recurring items		(309	)		(290	)
Adjusted net income	$	8,123		$	10,170
Adjusted net income, annualized	$	16,381		$	20,509
Add: total non-recurring items		309			290
Annualized net income for ratio calculation (non-GAAP)	$	16,690		$	20,799

Return on average assets (GAAP)		1.05	%		1.23	%
Adjusted return on average assets (non-GAAP)		1.03	%		1.22	%

Return on average equity (GAAP)		13.40	%		12.63	%
Adjusted return on average equity (non-GAAP)		13.15	%		12.45	%

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Net Interest Margin

The Company uses the net interest margin to measure profit on interest generating activities, as a percentage of total interest-earning assets. The Company’s net interest margin is calculated on a fully taxable equivalent (“FTE”) basis. The portion of interest income that is nontaxable is grossed up to the tax equivalent by adding the tax benefit based on a tax rate of 21%. Annualized FTE net interest income is divided by total average earning assets to calculate the net interest margin. The following tables present the reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, for the periods indicated.

	Three Months Ended
	June 30, 2023			June 30, 2022
Net Interest Income, FTE
Total interest income (GAAP)	$	14,597		$	11,922
FTE adjustment		209			230
Total interest income (non-GAAP)		14,806			12,152
Total interest expense (GAAP)		5,380			647
Net interest income, FTE (non-GAAP)	$	9,426		$	11,505
Average balance of interest-earning assets	$	1,614,318		$	1,676,001
Net interest margin		2.34	%		2.75	%

	Six Months Ended						Twelve Months Ended
	June 30, 2023			June 30, 2022			December 31, 2022
Net Interest Income, FTE
Total interest income (GAAP)	$	28,641		$	22,972		$	50,109
FTE adjustment		418			457			919
Total interest income (non-GAAP)		29,059			23,429			51,028
Total interest expense (GAAP)		8,478			1,302			3,083
Net interest income, FTE (non-GAAP)	$	20,581		$	22,127		$	47,945
Average balance of interest-earning assets	$	1,617,484		$	1,649,631		$	1,667,191
Net interest margin		2.57	%		2.70	%		2.88	%

Further detail on the net interest margin is provided under the Net Interest Income discussion.

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Efficiency Ratio

The efficiency ratio is computed by dividing noninterest expense by the sum of FTE net interest income and noninterest income, excluding certain items the Company’s management deems unusual or non-recurring. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. The components of the efficiency ratio calculation for the periods indicated are summarized in the following table.

	Three Months Ended
	June 30, 2023			June 30, 2022
Noninterest Expense for Efficiency Ratio
Noninterest expense (GAAP)	$	7,557		$	6,311
Less: proxy contest-related expense		(327	)		-
Noninterest expense for efficiency ratio (non-GAAP)	$	7,230		$	6,311

Total Income for Efficiency Ratio
Noninterest income (GAAP)	$	2,791		$	2,112
Less: Loss on sale of securities		3,344			-
Less: Gain on sale of investment		(2,971	)		-
Less: Gain on BOLI settlement		(1,037	)		-
Noninterest income (non-GAAP)		2,127			2,112
Net interest income, FTE (non-GAAP)		9,426			11,505
Total income for efficiency ratio (non-GAAP)	$	11,553		$	13,617

Efficiency ratio		62.58	%		46.35	%

	Six Months Ended						Twelve Months Ended
	June 30, 2023			June 30, 2022			December 31, 2022
Noninterest Expense for Efficiency Ratio
Noninterest expense (GAAP)	$	15,221		$	12,924		$	26,958
Less: proxy contest-related expense		(768	)		-			-
Noninterest expense for efficiency ratio (non-GAAP)	$	14,453		$	12,924		$	26,958

Total Income for Efficiency Ratio
Noninterest income (GAAP)	$	4,990		$	4,403		$	12,401
Less: Loss on sale of securities		3,332			-			-
Less: Gain on sale of investment		(2,971	)		-			(3,823	)
Less: Gain on BOLI settlement		(1,037	)		-			-
Noninterest income (non-GAAP)		4,314			4,403			8,578
Net interest income, FTE (non-GAAP)		20,581			22,127			47,945
Total income for efficiency ratio (non-GAAP)	$	24,895		$	26,530		$	56,523

Efficiency ratio		58.06	%		48.71	%		47.69	%

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Performance Summary

The following tables presents the Company’s key performance indicators for the three and six months ended June 30, 2023 and June 30, 2022 and the year ended December 31, 2022. Income and expense items are annualized for the ratios, except for basic and fully diluted earnings per share.

	Three Months Ended June 30,
	2023			2022
Net Income	$	3,901		$	5,574
Return on average assets		0.96	%		1.30	%
Adjusted return on average assets ⁽¹⁾		0.87	%		1.30	%
Return on average equity		12.06	%		15.00	%
Adjusted return on average equity ^{(1) (2)}		10.94	%		15.00	%
Basic diluted earnings per share ⁽²⁾	$	0.66		$	0.93
Fully diluted earnings per share ^{(2) (4)}	$	0.66		$	0.93
Net interest margin ⁽¹⁾		2.34	%		2.75	%
Efficiency ratio ⁽¹⁾		62.58	%		46.35	%

	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022			Twelve Months Ended December 31, 2022
Net Income	$	8,432		$	10,460			25,932
Return on average assets		1.05	%		1.23	%		1.52	%
Adjusted return on average assets ⁽¹⁾		1.03	%		1.22	%		1.52	%
Return on average equity		13.40	%		12.63	%		17.81	%
Adjusted return on average equity ^{(1) (3)}		13.15	%		12.45	%		17.81	%
Basic earnings per share ⁽³⁾	$	1.43		$	1.74		$	4.33
Fully diluted earnings per share ^{(3) (4)}	$	1.43		$	1.74		$	4.33
Net interest margin⁽¹⁾		2.57	%		2.70	%		2.88	%
Efficiency ratio ⁽¹⁾		58.06	%		48.71	%		47.69	%

⁽¹⁾	See “Non-GAAP Financial Measures” above.

⁽²⁾	During the three months ended June 30, 2022, the Company repurchased 41,977 shares under its publicly announced stock repurchase plan. The repurchase reduced stockholders equity by $1,406.

⁽³⁾	During the six months ended June 30, 2022, the Company repurchased 83,162 shares under its publicly announced stock repurchase plan. The repurchase reduced stockholders equity by $2,824.

⁽⁴⁾	During the second quarter of 2023, the Company granted 2,052 of restricted stock awards with a one year vesting period.

Net income for the three and six month periods ended June 30, 2023 decreased when compared with the three and six month periods ended June 30, 2022. Results for 2023 reflected the impact of the Federal Reserve’s interest rate increases as well as key noninterest income and expense items that are discussed below. Results for the year ended December 31, 2022 included pre-tax income of $3,823 from the sale of a private equity investment.

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Net Interest Income

The following tables show interest‑earning assets and interest‑bearing liabilities, the interest earned or paid, the average yield or rate on the daily average balance outstanding, net interest income and net yield on average interest‑earning assets for the periods indicated.

	Three Months Ended June 30,
	2023							2022
	Average Balance		Interest		Average Yield/Rate			Average Balance		Interest		Average Yield/Rate
Interest-earning assets:
Loans ^(1)(2)(4)(5)	$	853,119	$	9,730		4.57	%	$	833,270	$	8,403		4.04	%
Taxable securities ⁽⁶⁾⁽⁷⁾		654,021		4,066		2.49	%		676,064		2,949		1.75	%
Nontaxable securities⁽¹⁾⁽⁶⁾		65,231		470		2.89	%		76,061		598		3.15	%
Interest-bearing deposits		41,947		540		5.16	%		90,606		202		0.89	%
Total interest-earning assets	$	1,614,318	$	14,806		3.68	%	$	1,676,001	$	12,152		2.91	%
Interest-bearing liabilities:
Interest-bearing demand deposits	$	847,986	$	4,115		1.95	%	$	912,036	$	573		0.25	%
Savings deposits		199,606		199		0.40	%		219,464		37		0.07	%
Time deposits		138,261		1,054		3.06	%		83,753		37		0.18	%
Borrowings		954		12		5.05	%		-		-		-
Total interest-bearing liabilities	$	1,186,807	$	5,380		1.82	%	$	1,215,253	$	647		0.21	%
Net interest income and interest rate spread			$	9,426		1.86	%			$	11,505		2.70	%
Net yield on average interest‑earning assets						2.34	%						2.75	%

	Six Months Ended June 30,
	2023							2022
	Average Balance		Interest		Average Yield/Rate			Average Balance		Interest		Average Yield/Rate
Interest-earning assets:
Loans ^(1)(3)(4)(5)	$	854,101	$	19,144		4.52	%	$	818,564	$	16,584		4.09	%
Taxable securities ⁽⁶⁾⁽⁷⁾		666,214		8,184		2.48	%		652,319		5,422		1.68	%
Nontaxable securities ⁽¹⁾⁽⁶⁾		66,277		963		2.93	%		76,383		1,172		3.09	%
Interest-bearing deposits		30,892		768		5.01	%		102,365		251		0.49	%
Total interest-earning assets	$	1,617,484	$	29,059		3.62	%	$	1,649,631	$	23,429		2.86	%
Interest-bearing liabilities:
Interest-bearing demand deposits	$	852,264	$	6,488		1.54	%	$	899,502	$	1,153		0.26	%
Savings deposits		203,967		280		0.28	%		216,210		75		0.07	%
Time deposits		115,093		1,413		2.48	%		80,887		74		0.18	%
Borrowings		12,394		297		4.83	%		-		-		-
Total interest-bearing liabilities	$	1,183,718	$	8,478		1.44	%	$	1,196,599	$	1,302		0.22	%
Net interest income and interest rate spread			$	20,581		2.18	%			$	22,127		2.64	%
Net yield on average interest‑earning assets						2.57	%						2.70	%

⁽¹⁾	Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 21%.

⁽²⁾	Included in interest income are loan fees of $66 and $25 for the three months ended June 30, 2023 and 2022, respectively.

⁽³⁾	Included interest income are loan fees of $106 and $113 for the six months ended June 30, 2023 and 2022, respectively.

⁽⁴⁾	Nonaccrual loans are included in average balances for yield computations.

⁽⁵⁾	Includes loans held for sale.

⁽⁶⁾	Daily averages are shown at amortized cost.

⁽⁷⁾	Includes restricted stock.

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The Federal Reserve raised its benchmark interest rate by 500 basis points between March 2022 and May 2023. Interest income in 2023 on interest bearing deposit assets, adjustable securities and new loans improved from 2022 due to the rate increases. Interest income on adjustable loans that repriced after March 2022 also expanded. Many of the Company’s loans are adjustable with repricing dates in the future. If rates remain at the current level or increase, repricing will continue to contribute to improved interest income.

The rapidity and magnitude of the rate increases between March 2022 and May 2023 heightened competition for deposits that resulted in pricing increases during 2023 that compressed the net interest margin when compared with 2022. The Company continuously monitors its deposit base and funding costs. Further information on the Company’s funds management and deposit strategy is discussed under the Deposits section below.

Noninterest Income

	Three Months Ended June 30,
	2023			2022		Percent Change
Service charges on deposits	$	637		$	603		5.64	%
Other service charges and fees		49			51		(3.92	)%
Credit and debit card fees, net		414			535		(22.62	)%
Trust income		481			439		9.57	%
BOLI income		1,279			241		430.71	%
Gain on sale of mortgage loans		55			35		57.14	%
Gain on sale of investment		2,971			-		100.00	%
Other income		249			208		19.71	%
Loss on sale of securities		(3,344	)		-		(100.00	)%
Total noninterest income	$	2,791		$	2,112		32.15	%

	Six Months Ended June 30,
	2023			2022		Percent Change
Service charges on deposits	$	1,229		$	1,165		5.49	%
Other service charges and fees		102			106		(3.77	)%
Credit and debit card fees, net		881			975		(9.64	)%
Trust income		926			882		4.99	%
BOLI income		1,518			479		216.91	%
Gain on sale of mortgage loans		71			96		(26.04	)%
Gain on sale of investment		2,971			-		100.00	%
Other income		624			700		(10.86	)%
Loss on sale of securities		(3,332	)		-		(100.00	)%
Total noninterest income	$	4,990		$	4,403		13.33	%

Noninterest income for the three months ended June 30, 2023 improved from the three months ended June 30, 2022. During the second quarter of 2023, the Company recognized a gain of $2,971 on the sale of its VISA Class B securities, as well as a gain of $1,037 included in BOLI income above from the settlement of a Bank Owned Life Insurance policy. The Company also sold securities during the second quarter and recorded a loss of $3,344. The sale of securities is discussed in more detail under the Securities section below.

Noninterest income for the first half of 2023 improved when compared with the first half of 2022, due primarily to the same factors discussed above.

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Noninterest Expense

	Three Months Ended June 30,
	2023		2022		Percent Change
Salaries and employee benefits	$	4,465	$	4,011		11.32	%
Occupancy, furniture and fixtures		411		464		(11.42	)%
Data processing and ATM		879		793		10.84	%
FDIC assessment		254		111		128.83	%
Net costs of other real estate owned		4		-		100.00	%
Franchise taxes		358		371		(3.50	)%
Professional services		551		214		157.48	%
Other operating expenses		635		347		83.00	%
Total noninterest expense	$	7,557	$	6,311		19.74	%

	Six Months Ended June 30,
	2023		2022		Percent Change
Salaries and employee benefits	$	8,899	$	7,989		11.39	%
Occupancy, furniture and fixtures		953		956		(0.31	)%
Data processing and ATM		1,752		1,580		10.89	%
FDIC assessment		371		222		67.12	%
Net costs of other real estate owned		15		10		50.00	%
Franchise taxes		733		733		0.00	%
Professional services		1,304		439		197.04	%
Other operating expenses		1,194		995		20.00	%
Total noninterest expense	$	15,221	$	12,924		17.77	%

Noninterest expense increased when the three and six months ended June 30, 2023 are compared with the same periods of 2022, due to higher expenses for salaries and employee benefits, Federal Deposit Insurance Corporation ("FDIC") deposit insurance assessment, professional services and pension non-service cost included in other operating expenses.

The Company increased its base compensation during 2022 in order to attract and retain talent, which is reflected in 2023 salaries and employee benefits expense. FDIC insurance expense increased due to an increase in the FDIC’s general assessment rate from 2022 to 2023. Professional services include legal and other expenses for the Company’s response to a threatened proxy contest from an activist shareholder during 2023, which amounted to $327 and $768 for the three and six months ended June 30, 2023, respectively. The Company does not anticipate any further material expense for this matter. Pension non-service cost, which is included in other operating expense, increased $174 when six month periods ended June 30, 2023 and June 30, 2022 are compared. The expense is determined by actuarial calculations.

Income Tax

The Company’s effective tax rate was 12.16% and 17.62% for the three month periods ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, the Company’s effective tax rate was 15.00% and 17.67%, respectively. The Company’s effective tax rate is lower than the statutory rate of 21% due to investments in tax-advantaged loans and securities, and in 2023, the gain from settlement of a BOLI policy.

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Asset Quality

Key indicators of the Company’s asset quality are presented in the following table.

	June 30, 2023			June 30, 2022			December 31, 2022
Nonaccrual loans	$	3,075		$	2,979		$	2,847
Loans past due 90 days or more, and still accruing		21			7			8
Other real estate owned		662			957			662
ACLL to loans net of unearned income and deferred fees and costs		1.26	%		0.95	%		0.96	%
Net charge-off (recovery) ratio		(0.01	)%		0.01	%		0.02	%
Ratio of nonperforming assets to loans, net of unearned income and deferred fees and costs, plus other real estate owned		0.44	%		0.46	%		0.41	%
Ratio of ACLL to nonperforming loans		345.56	%		270.86	%		288.90	%

The Company adopted the CECL model on January 1, 2023, resulting in an increase to the ACLL of $2,342, from $8,225 at December 31, 2022. For information on the Company’s policies on the ACLL, please refer to Note 1: General. Please refer to the Company’s 2022 Form 10-K, Note 1: Summary of Significant Accounting Policies for information on the Company’s application of previous GAAP in determining the allowance for loan losses.

The Company’s risk analysis under the CECL model at June 30, 2023 determined an ACLL of $10,626, or 1.26% of loans net of unearned income and deferred fees and costs. This compares with an allowance of $8,225 as of December 31, 2022, or 0.96% of loans. The allowance for loan losses at June 30, 2022 was $8,069 or 0.95% of loans. To determine the appropriate level of the ACLL, the Company considers credit risk for individually evaluated loans and for groups of loans evaluated collectively.

Individually Evaluated Loans

Individually evaluated loans were $10,725 as of June 30, 2023, an increase from $3,032 as of December 31, 2022. The increase was due to a change in the way that the Company identifies individually evaluated loans under CECL. Please refer to Note 1: General for information on the Company’s identification of individually evaluated loans. As of June 30, 2023, one individually evaluated loan was collateral dependent but was adequately collateralized and did not result in an individual allocation. The remaining individually evaluated loans were measured using the DCF method, resulting in an allocation of $940.

Collectively Evaluated Loans

Collectively evaluated loans totaled $836,214, with an ACLL of $9,686 as of June 30, 2023. At December 31, 2022, collectively evaluated loans totaled $850,161, with an allowance of $8,225.

Collectively evaluated loans are divided into pools based upon risk characteristics. Utilizing historical loss information, the Company calculates a probability of default and loss given default for each pool, which is adjusted for a reasonable and supportable forecast. Loan pools are allocated additional loss estimates based upon the Company’s analysis of qualitative factors including economic measures, asset quality indicators, loan characteristics, and changes to internal Company policies and management.

Reasonable and Supportable Forecast

To estimate cash flows, the Company adjusted its historical loss information with a forecast of the national unemployment rate. The forecast applied at June 30, 2023 projects that unemployment will rise over the next 12 months, which increases the loss estimate. The Company determined that 12 months represents a reasonable and supportable forecast period as of June 30, 2023, and set a period of 12 months to revert to historical losses on a straight-line basis.

Qualitative Factors: Economic

The Company sources economic data pertinent to its market from the most recently available publications, including business and personal bankruptcy filings, the residential vacancy rate and the inventory of new and existing homes.

Higher bankruptcy filings indicate heightened credit risk and increase the ACLL, while lower bankruptcy filings have a beneficial impact on credit risk. Compared with data available at December 31, 2022, business and personal bankruptcy filings increased.

Residential vacancy rates and housing inventory impact the Company’s residential construction customers and the consumer real estate market. Higher levels of residential vacancy rates and housing inventory increase credit risk. The residential vacancy rate available at June 30, 2023 improved from the data incorporated into the December 31, 2022 calculation, resulting in a lower allocation. Housing data available as of June 30, 2023 showed slightly lower inventory than at December 31, 2022, resulting in a lower allocation.

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Qualitative Factors: Asset Quality Indicators

Accruing past due loans are analyzed at the class level and compared with previous levels. Increases in past due loans indicate heightened credit risk. Accruing loans past due 30-89 days were 0.14% of total loans at June 30, 2023, a decrease from 0.16% at December 31, 2022.

Qualitative Factors: Other Considerations

The Company considers other factors that impact credit risk, including the interest rate environment, the competitive, legal and regulatory environments, changes in lending policies and loan review, changes in lending management, and high risk loans.

The interest rate environment impacts variable rate loans. The Federal Reserve’s aggressive interest rate increases beginning in March 2022 have increased payments on certain adjustable rate loans, which may increase credit risk. The Company allocates additional reserve each time the Federal Reserve increases rates. After the rate increase has been in effect for one year, the allocation may be removed under the assumption that the impact of the change has become integrated to the portfolio.

The competitive, legal and regulatory environments were evaluated for changes that would impact credit risk. Higher competition for loans increases credit risk, while lower competition decreases credit risk. Competition remained at similar levels to those at December 31, 2022. The legal and regulatory environments also remain in a similar posture to December 31, 2022.

Lending policies, loan review procedures and management’s experience influence credit risk. Except for the adoption of CECL, policies, procedures and management remain similar to those at December 31, 2022.

Levels of high risk loans are considered in the determination of the level of the ACLL. A decrease in the level of high risk loans within a class decreases the required allocation for the loan class, and an increase in the level of high risk loans within a class increases the required allocation for the loan class. Total high risk loans increased 7.46% from the level at December 31, 2022, resulting in an increased allocation.

Unallocated Surplus

The unallocated surplus as of June 30, 2023 is $334, or 3.25% in excess of the calculated requirement. The unallocated surplus at December 31, 2022 was $179, or 2.23% in excess of the calculated requirement. The surplus provides some mitigation of current economic uncertainty that may impact credit risk.

Conclusion

The calculation of the appropriate level for the ACLL incorporates analysis of multiple factors and requires management’s prudent and informed judgment. The Company augmented the calculated requirement with an unallocated surplus. Based on analysis of historical indicators, asset quality and economic factors, management believes the level of ACLL is reasonable for the credit risk in the loan portfolio as of June 30, 2023.

Provision for Credit Loss

The calculation of the ACLL resulted in a provision for credit losses of $10 for the three month period ended June 30, 2023, compared with a provision of $310 for the three month period ended June 30, 2022. The provision for the six month period ended June 30, 2023 was $12, compared with a provision $444 for the six months ended June 30, 2022. The provision for 2023 and 2022 reflect loan growth and changes in factors detailed in “Asset Quality” above.

Loan Modifications

In the ordinary course of business the Company modifies loan terms on a case-by-case basis for a variety of reasons. Modifications may include rate reductions, payment extensions of varying lengths of time, a change in amortization term or method or other arrangements. Modifications to consumer loans generally involve short-term payment extensions to accommodate specific, temporary circumstances. Modifications to commercial loans may include, but are not limited to, changes in interest rate, maturity, amortization and financial covenants.

The Company reviews modifications to determine whether the borrower is experiencing financial difficulty, including indicators of default, bankruptcy, going concern, insufficient projected cash flows and inability to obtain financing from other sources. If a modification is made to a borrower experiencing financial difficulty, the loan’s risk rating is downgraded to special mention or classified, resulting in individual evaluation for the ACL. During the three and six months ended June 30, 2023, the Company modified one loan totaling $6,396 for a borrower who was experiencing financial difficulty. The loan was individually evaluated for the ACLL as of June 30, 2023.

Modifications for Borrowers Who Were Not Experiencing Financial Difficulty

During the three and six month periods ended June 30, 2023 and 2022, the Company modified loans for borrowers who were not experiencing financial difficulty. During the three months ended June 30, 2023, the Company modified 194 loans totaling $11,528. During the six months ended June 30, 2023, the Company modified 395 loans totaling $42,036. During the three months ended June 30, 2022, the Company provided 230 modifications to loans totaling $34,776. For the six months ended June 30, 2022, the Company provided 465 modifications to loans totaling $73,958.

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Other Real Estate Owned

As of June 30, 2023, OREO of $662 is comprised of one construction property. One loan secured by real estate of $7 was in process of foreclosure, which may increase OREO in future quarters. It is not possible to accurately predict the future total of OREO because property sold at foreclosure may be acquired by third parties and OREO properties are regularly marketed and sold. The Company continues to monitor risk levels within the loan portfolio. If the Company’s market experiences an economic downturn, real estate values could decline and foreclosure activity could increase. A decline in value may result in loss recognition for OREO, while an increase in foreclosures may increase the number of OREO properties.

Key Assets and Liabilities

NBI’s key assets and liabilities and their change from December 31, 2022 are shown in the following table.

	June 30, 2023		December 31, 2022		Percent Change
Interest-bearing deposits	$	55,241	$	59,026		(6.41	)%
Securities available for sale, at fair value		614,178		656,852		(6.50	)%
Loans, net		835,915		844,519		(1.02	)%
Total assets		1,625,541		1,677,551		(3.10	)%
Deposits		1,487,032		1,542,725		(3.61	)%

Average Balances

Year-to-date daily averages for the major balance sheet categories are as follows:

Assets	June 30, 2023		December 31, 2022		Percent Change
Interest-bearing deposits	$	30,892	$	88,963		(65.28	)%
Securities available for sale, at fair value		637,313		683,183		(6.71	)%
Loans, net of unearned income and deferred fees and costs and the allowance for credit losses		843,273		825,110		2.20	%
Total assets		1,626,425		1,705,614		(4.64	)%

Liabilities and stockholders’ equity
Noninterest-bearing demand deposits	$	304,671	$	338,269		(9.93	)%
Interest-bearing demand deposits		852,264		910,989		(6.45	)%
Savings deposits		203,967		216,414		(5.75	)%
Time deposits		115,093		77,686		48.15	%
Stockholders’ equity		126,883		145,641		(12.88	)%

Increased competition resulted in decreased customer deposits. Lower customer deposits reduced the funds available for the Company to invest in interest bearing deposits. Securities available for sale decreased due to strategic sales. The decline in stockholders’ equity resulted from other comprehensive loss related to the securities available for sale portfolio. Changes in securities, loans and deposits are discussed below.

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Securities

	June 30, 2023			December 31, 2022			Percent Change
Amortized cost	$	705,189		$	759,917			(7.20	)%
Unrealized loss		(91,011	)		(103,065	)		11.70	%
Securities available for sale, at fair value	$	614,178		$	656,852			(6.50	)%

As part of its interest rate risk management, the Company periodically evaluates its position in financial assets. During the first half of 2023, the Company strategically selected and sold securities with an amortized cost of $46,850, realizing a loss of $3,332. The strategy for the sales prioritized enhancement of long-term earnings. Though not a primary objective, proceeds from the sales also bolstered liquidity.

Securities available for sale are presented at fair value as of each reporting date. Most of the Company’s securities were purchased during periods prior to the Federal Reserve’s interest rate increases that began in March of 2022. The fair value of bonds moves inversely to interest rate changes, as well as expectations of interest rate changes. The Company’s Asset Liability Management Committee is closely monitoring interest rate risk on all of the Company’s financial assets and liabilities. At this time, there are no credit risk concerns on securities available for sale and no associated ACL. Please refer to Note 1: General and Note 3: Securities for additional information.

Loans

	June 30, 2023			December 31, 2022			Percent Change
Real estate construction	$	56,984		$	54,579			4.41	%
Consumer real estate		226,453			221,052			2.44	%
Commercial real estate		423,396			437,888			(3.31	)%
Commercial non real estate		56,079			57,652			(2.73	)%
Public sector and IDA		47,791			48,074			(0.59	)%
Consumer non real estate		36,236			33,948			6.74	%
Less: unearned income and deferred fees and costs		(398	)		(449	)		(11.36	)%
Loans, net of unearned income and deferred fees and costs	$	846,541		$	852,744			(0.73	)%

Loans decreased slightly from December 31, 2022, as higher interest rates decreased demand. The Company is positioned to continue to make every loan that meets its underwriting standards.

Deposits

	June 30, 2023		December 31, 2022		Percent Change
Noninterest-bearing demand deposits	$	300,713	$	327,713		(8.24	)%
Interest-bearing demand deposits		841,382		933,269		(9.85	)%
Saving deposits		197,958		214,114		(7.55	)%
Time deposits		146,979		67,629		117.33	%
Total deposits	$	1,487,032	$	1,542,725		(3.61	)%

Competition for deposits began impacting the Company during the fourth quarter of 2022 and has continued during 2023. The Company implemented competitive pricing on CDs, raised offering rates on other deposits and negotiated with depositors to strengthen the deposit base, at costs well below the cost of borrowing.

The Company’s depositors within its market area are diverse, including individuals, businesses and municipalities. The Company does not have any brokered deposits. Depositors are insured up to the FDIC maximum of $250 thousand. Municipal deposits, which account for approximately 26% of the Company’s deposits, have additional security from bonds pledged as collateral, in accordance with state regulation. Of the Company’s non-municipal deposits, approximately 22% are uninsured.

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Liquidity

Liquidity measures the Company’s ability to meet its financial commitments at a reasonable cost. Demands on the Company’s liquidity include funding additional loan demand and accepting withdrawals of existing deposits. The Company has diverse liquidity sources, including customer and purchased deposits, customer repayments of loan principal and interest, sales, calls and maturities of securities, Federal Reserve discount window borrowing, short-term borrowing, and FHLB advances. During the first quarter of 2023, the Company accessed FHLB borrowings to reinforce liquidity. The advances were fully repaid, due to the success of the Company’s deposit strategy. As of June 30, 2023, the Company did not have purchased deposits, discount window borrowings or short-term borrowings.

The Company considers its security portfolio for typical liquidity needs, within accounting, legal and strategic parameters. Portions of the securities portfolio are pledged to meet state requirements for public funds deposits. Discount window borrowings also require pledged securities. Increased/decreased liquidity from public funds deposits or discount window borrowings results in increased/decreased liquidity from pledging requirements. The Company monitors public funds pledging requirements and unpledged available for sale securities accessible for liquidity needs.

Regulatory capital levels determine the Company’s ability to use purchased deposits and the Federal Reserve discount window. As of June 30, 2023, the Company is considered well capitalized and does not have any restrictions on purchased deposits or borrowing ability at the Federal Reserve discount window.

As of June 30, 2023, the Company had $400,149 of borrowing capacity from the FHLB and an unsecured federal funds line of credit with an unaffiliated bank of $10,000, with no amounts advanced against those lines. Additionally, the Company had $181,219 of unused capacity at the Federal Reserve Bank discount window.

The Company monitors factors that may increase its liquidity needs. Some of these factors include deposit trends, large depositor activity, maturing deposit promotions, interest rate sensitivity, maturity and repricing timing gaps between assets and liabilities, the level of unfunded loan commitments and loan growth. As of June 30, 2023, the Company’s liquidity is sufficient to meet projected trends.

To monitor and estimate liquidity levels, the Company performs stress testing under varying assumptions on credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows. The Company’s Contingency Funding Plan sets forth avenues for rectifying liquidity shortfalls. As of June 30, 2023, the analysis indicated adequate liquidity under the tested scenarios.

The Company utilizes several other strategies to maintain sufficient liquidity. Loan and deposit growth are managed to keep the loan to deposit ratio within the Company’s internally-set target range. As of June 30, 2023, the loan to deposit ratio was 56.93%. The investment strategy takes into consideration the term of the investment, and securities in the available for sale portfolio are laddered based upon projected funding needs.

Capital Resources

Total stockholders’ equity at June 30, 2023 was $128,444, an increase of $5,756, or 4.69%, from the $122,687 at December 31, 2022. The increase in stockholders’ equity reflects net income for the six months ended June 30, 2023 and improvement in the unrealized loss on securities available for sale, reduced by adoption of CECL at January 1, 2023, payment of a special one-time cash dividend and the Company’s normal semi-annual dividend.

The Company’s stockholders approved a new equity compensation plan at the annual meeting held in May 2023. Under the plan, part of the June 2023 semi-annual retainer for non-employee directors was paid in a restricted stock grant. The equity compensation plan aims to align decision making with long-term value creation for the Company’s shareholders.

The Company qualifies as a small bank holding company under the Federal Reserve’s Small Bank Holding Company Policy Statement, which exempts bank holding companies with less than $3 billion in assets from reporting consolidated regulatory capital ratios and from minimum regulatory capital requirements. NBB is subject to various capital requirements administered by banking agencies, including an additional capital conservation buffer in order to make capital distributions or discretionary bonus payments. Risk-based capital ratios are calculated in compliance with OCC rules based on the Basel III Capital Rules. The Bank’s ratios are well above the required minimums as of June 30, 2023. Risk based capital ratios for NBB are shown in the following tables.

	NBB			Regulatory Capital Minimum Ratios			Regulatory Capital Minimum Ratios with Capital Conservation Buffer
Common Equity Tier I Capital Ratio		17.58	%		4.50	%		7.00	%
Tier I Capital Ratio		17.58	%		6.00	%		8.50	%
Total Capital Ratio		18.58	%		8.00	%		10.50	%
Leverage Ratio		11.30	%		4.00	%		4.00	%

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Off-Balance Sheet Arrangements

In the normal course of business, NBB extends lines of credit and letters of credit to its customers. Depending on their needs, customers may draw upon lines of credit at any time in any amount up to a pre-approved limit. Financial letters of credit guarantee payments to facilitate customer purchases. Performance letters of credit guarantee payment if the customer fails to complete a specific obligation.

While it would be possible for customers to fully draw on approved lines of credit and for beneficiaries to call all letters of credit, historically this has not occurred. In the event of a sudden and substantial draw on these lines, the Company would be able to access multiple options, including its lines of credit with correspondents, raising additional deposits, or selling securities available for sale or loans. The Company estimates an ACL on unfunded loan commitments under the CECL model.

The Company sells mortgages on the secondary market. Our agreement with the purchaser provides for strict underwriting and documentation requirements. Violation of the representations and warranties of the agreement would entitle the purchaser to recourse provisions. The Company has determined that its risk in this area is not significant because of a low volume of secondary market mortgage loans and high underwriting standards. The Company estimates a potential loss reserve for recourse provisions that is not material as of June 30, 2023. To date, no recourse provisions have been invoked. If funds were needed, the Company would access the same sources as noted above for funding lines and letters of credit. There were no material changes in off-balance sheet arrangements during the six months ended June 30, 2023.

Contractual Obligations

The Company had no finance lease or purchase obligations and no long-term debt at June 30, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2023 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the three months ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Because of the inherent limitations in all control systems, the Company believes that no system of controls, no matter how well designed and operated, can provide absolute assurance that all control issues have been detected.

Part II

Other Information

Item 1. Legal Proceedings

There are no pending or threatened legal proceedings to which the Company or any of its subsidiaries is a party or to which the property of the Company or any of its subsidiaries is subject that, in the opinion of management, may materially impact the financial condition of the Company.

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Item 1A. Risk Factors

Please refer to the “Risk Factors” previously disclosed in Item 1A of our 2022 Annual Report on Form 10-K and the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” in Part I. Item 2 of this Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Index of Exhibits

Exhibit No.	Description
3(i)	Amended and Restated Articles of Incorporation of National Bankshares, Inc.	(incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on March 16, 2006)
3(ii)	Amended and Restated Bylaws of National Bankshares, Inc.	(incorporated herein by reference to Exhibit 3(ii) of the Form 8-K filed on January 11, 2023)
4	Specimen copy of certificate for National Bankshares, Inc. common stock	(incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10-K for fiscal year ended December 31, 1993)
10	National Bankshares, Inc. 2023 Stock Incentive Plan	(incorporated by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 9, 2023, filed on March 24, 2023)
+31(i)	Section 302 Certification of Chief Executive Officer	Filed herewith
+31(ii)	Section 302 Certification of Chief Financial Officer	Filed herewith
+32(i)	18 U.S.C. Section 1350 Certification of Chief Executive Officer	Filed herewith
+32(ii)	18 U.S.C. Section 1350 Certification of Chief Financial Officer	Filed herewith
+101	The following materials from National Bankshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 are formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith: (i) Consolidated Balance Sheets at June 30, 2023 and December 31, 2022; (ii) Consolidated Statements of Income for the three and six month periods ended June 30, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income (Loss) for the three and six month periods ended June 30, 2023 and 2022; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and six month periods ended June 30, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the six month periods ended June 30, 2023 and 2022; and (vi) Notes to Consolidated Financial Statements.	Filed herewith
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)	Filed herewith

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Signatures

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

NATIONAL BANKSHARES, INC.

Date: August 9, 2023	/s/ F. Brad Denardo
	By: F. Brad Denardo Chairman, President and Chief Executive Officer (Principal Executive Officer)


Date: August 9, 2023	/s/ Lora M. Jones
	By: Lora M. Jones Treasurer and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)