UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM 10-Q



(Mark One)

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

For the quarterly period ended March 31, 2023

OR

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: 001-38895



South Plains Financial, Inc.
(Exact name of registrant as specified in its charter)

 Texas
 
75-2453320
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
5219 City Bank Parkway
Lubbock, Texas
 
79407
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (806) 792-7101

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No 

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

Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company

     
Emerging growth company

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

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

As of May 5, 2023, the registrant had 17,063,394 shares of common stock, par value $1.00 per share, outstanding.





TABLE OF CONTENTS

   
Page
PART I.
3
Item 1.
3
 
3
 
4
 
6
  7
  8
Item 2.
30
Item 3.
51
Item 4.
51
PART II.
52
Item 1.
52
Item 1A.
52
Item 2.
52
Item 3.
52
Item 4.
52
Item 5.
52
Item 6.
53
54

PART I. FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

 
March 31,
2023
   
December 31,
2022
 
   
(Unaudited)
       
ASSETS
           
Cash and due from banks
 
$
51,186
   
$
61,613
 
Interest-bearing deposits in banks
   
276,816
     
173,270
 
Cash and cash equivalents
   
328,002
     
234,883
 
Securities available for sale
   
698,579
     
701,711
 
Loans held for sale ($11,576 and $10,038 at fair value at March 31, 2023 and December 31, 2022, respectively)
   
20,448
     
30,403
 
Loans held for investment
   
2,788,640
     
2,748,081
 
Allowance for credit losses on loans
   
(39,560
)
   
(39,288
)
Loans held for investment, net
    2,749,080       2,708,793  
Accrued interest receivable
   
14,421
     
16,432
 
Premises and equipment, net
   
56,079
     
56,337
 
Bank-owned life insurance
   
73,474
     
73,174
 
Goodwill
   
19,508
     
19,508
 
Intangible assets, net
   
3,988
     
4,349
 
Mortgage servicing rights
   
25,795
     
27,474
 
Deferred tax asset, net
   
21,779
     
22,818
 
Other assets
   
46,896
     
48,181
 
Total assets
 
$
4,058,049
   
$
3,944,063
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Deposits:
               
Noninterest-bearing
 
$
1,110,939
   
$
1,150,488
 
Interest-bearing
   
2,397,115
     
2,255,942
 
Total deposits
   
3,508,054
     
3,406,430
 
Accrued expenses and other liabilities
   
59,631
     
58,265
 
Subordinated debt
   
76,007
     
75,961
 
Junior subordinated deferrable interest debentures
   
46,393
     
46,393
 
Total liabilities
   
3,690,085
     
3,587,049
 
                 
Stockholders’ equity:
               
Common stock, $1.00 par value per share, 30,000,000 shares authorized; 17,062,572 and 17,027,197 issued and outstanding at March 31, 2023 and December 31, 2022, respectively
   
17,062
     
17,027
 
Additional paid-in capital
   
112,981
     
112,834
 
Retained earnings
   
298,300
     
292,261
 
Accumulated other comprehensive loss
   
(60,379
)
   
(65,108
)
Total stockholders’ equity
   
367,964
     
357,014
 
Total liabilities and stockholders’ equity
 
$
4,058,049
   
$
3,944,063
 

The accompanying notes are an integral part of these consolidated financial statements.

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per share data)

 
Three Months Ended
March 31,
 
   
2023
   
2022
 
Interest income:
           
Loans, including fees
 
$
39,597
   
$
29,378
 
Securities:
               
Taxable
   
5,240
     
2,376
 
Non-taxable
   
1,116
     
1,144
 
Federal funds sold and interest-bearing deposits in banks
   
1,495
     
182
 
Total interest income
   
47,448
     
33,080
 
Interest expense:
               
Deposits
   
11,370
     
1,890
 
Notes payable & other borrowings
   
     
 
Subordinated debt
   
1,012
     
1,012
 
Junior subordinated deferrable interest debentures
   
751
     
231
 
Total interest expense
   
13,133
     
3,133
 
Net interest income
   
34,315
     
29,947
 
Provision for credit losses
   
1,010
     
(2,085
)
Net interest income, after provision for credit losses
   
33,305
     
32,032
 
Noninterest income:
               
Service charges on deposit accounts
   
1,701
     
1,773
 
Income from insurance activities
   
1,411
     
1,570
 
Net gain on sales of loans
   
2,918
     
7,493
 
Bank card services and interchange fees
   
2,956
     
3,222
 
Other mortgage banking income (loss)
    (633 )     6,144  
Investment commissions
   
389
     
546
 
Fiduciary fees
   
600
     
612
 
Other
   
1,349
     
2,337
 
Total noninterest income
   
10,691
     
23,697
 
Noninterest expense:
               
Salaries and employee benefits
   
19,254
     
22,703
 
Occupancy and equipment, net
   
3,832
     
3,737
 
Professional services
   
1,648
     
2,625
 
Marketing and development
   
936
     
720
 
IT and data services
   
864
     
1,053
 
Bank card expenses
   
1,352
     
1,323
 
Appraisal expenses
   
278
     
565
 
Other
   
4,197
     
5,198
 
Total noninterest expense
   
32,361
     
37,924
 
Income before income taxes
   
11,635
     
17,805
 
Income tax expense
   
2,391
     
3,527
 
Net income
 
$
9,244
   
$
14,278
 

The accompanying notes are an integral part of these consolidated financial statements.

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (CONTINUED)
(Unaudited)
(Dollars in thousands, except per share data)

 
Three Months Ended
March 31,
 
   
2023
   
2022
 
Earnings per share:
           
Basic
 
$
0.54
   
$
0.81
 
Diluted
 
$
0.53
   
$
0.78
 
                 
Net income
 
$
9,244
   
$
14,278
 
Other comprehensive income (loss):
               
Unrealized gains (losses) on securities available for sale
   
8,624
     
(44,877
)
Less: Change in fair value on hedged state and municipal securities
   
(2,638
)
   
6,899
 
Tax effect
   
(1,257
)
   
7,975
 
Other comprehensive income (loss)
   
4,729
     
(30,003
)
Comprehensive income (loss)
 
$
13,973
   
$
(15,725
)

The accompanying notes are an integral part of these consolidated financial statements.

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except per share data)

 
Common Stock
   
Additional
Paid-in
   
Retained
   
Accumulated
Other
Comprehensive
       
   
Shares
   
Amount
   
Capital
   
Earnings
   
Income (Loss)
   
Total
 
Three Months Ended March 31,
                                   
Balance at January 1, 2022
    17,760,243     $ 17,760     $ 133,215     $ 242,750     $ 13,702     $ 407,427  
Net income
                      14,278             14,278  
Cash dividends declared - $0.11 per share
                      (1,950 )           (1,950 )
Other comprehensive loss
                            (30,003 )     (30,003 )
Exercise of employee stock options and vesting of restricted stock units, net of 4,824 shares for cashless exercise and net of 6,857 shares for taxes
    19,662       19       (214 )                 (195 )
Repurchases of common stock     (106,498 )     (106 )     (2,911 )                 (3,017 )
Stock-based compensation
                528                   528  
Balance at March 312022
    17,673,407     $ 17,673     $ 130,618     $ 255,078     $ (16,301 )   $ 387,068  
                                                 
Balance at January 1, 2023
    17,027,197     $ 17,027     $ 112,834     $ 292,261     $ (65,108 )   $ 357,014  
Net income
                      9,244             9,244  
Cash dividends declared - $0.13 per share
                      (2,208 )           (2,208 )
Other comprehensive income
                            4,729       4,729  
Impact of adoption of ASU 2016-13 - CECL                       (997 )           (997 )
Exercise of employee stock options and vesting of restricted stock units, net of 13,573 shares for cashless exercise and net of 13,892 shares for taxes
    35,375       35       (378 )                 (343 )
Stock-based compensation
                525                   525  
Balance at March 312023
    17,062,572     $ 17,062     $ 112,981     $ 298,300     $ (60,379 )   $ 367,964  

The accompanying notes are an integral part of these consolidated financial statements.

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

 
Three Months Ended
March 31,
 
   
2023
   
2022
 
Cash flows from operating activities:
           
Net income
 
$
9,244
   
$
14,278
 
Adjustments to reconcile net income to net cash from operating activities:
               
Provision for credit losses
   
1,010
     
(2,085
)
Depreciation and amortization
   
1,698
     
1,705
 
Accretion and amortization
   
991
     
1,063
 
Other gains, net
   
(79
)
   
358
 
Net gain on sales of loans
   
(2,918
)
   
(7,493
)
Proceeds from sales of loans held for sale
   
101,266
     
288,280
 
Loans originated for sale
   
(88,664
)
   
(235,129
)
Deferred income tax expense
    47       2,620  
Earnings on bank-owned life insurance
   
(300
)
   
(296
)
Stock-based compensation
   
525
     
528
 
Change in valuation of mortgage servicing rights
   
1,950
     
(4,475
)
Net change in:
               
Accrued interest receivable and other assets
   
609
     
1,995
 
Accrued expenses and other liabilities
   
(4
)
   
9,267
 
Net cash provided by operating activities
   
25,375
     
70,616
 
                 
Cash flows from investing activities:
               
Activity in securities available for sale:
               
Purchases
   
     
(132,412
)
Maturities, prepayments, and calls
   
10,811
     
17,618
 
Loan originations and principal collections, net
   
(41,634
)
   
(16,660
)
Purchases of premises and equipment
   
(1,560
)
   
(1,316
)
Proceeds from sales of premises and equipment
   
642
     
39
 
Proceeds from sales of foreclosed assets
   
412
     
133
 
Net cash used in investing activities
   
(31,329
)
   
(132,598
)
                 
Cash flows from financing activities:
               
Net change in deposits
   
101,624
     
108,935
 
Payments to tax authorities for stock-based compensation
   
(343
)
   
(195
)
Cash dividends paid on common stock
   
(2,208
)
   
(1,950
)
Payments to repurchase common stock
   
     
(3,017
)
Net cash provided by financing activities
   
99,073
     
103,773
 
                 
Net change in cash and cash equivalents
   
93,119
     
41,791
 
Beginning cash and cash equivalents
   
234,883
     
486,821
 
Ending cash and cash equivalents
 
$
328,002
   
$
528,612
 

               
Supplemental disclosures of cash flow information:
               
Interest paid on deposits and borrowed funds
 
$
13,215
   
$
3,553
 
Income taxes paid
           
Supplemental schedule of noncash activities:
               
Loans transferred to foreclosed assets
 
$
445
   
$
242
 
Additions to mortgage servicing rights
   
271
     
1,250
 

The accompanying notes are an integral part of these consolidated financial statements.

SOUTH PLAINS FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Operations – South Plains Financial, Inc. (“SPFI”) is a Texas corporation and registered bank holding company that conducts its principal activities through its subsidiaries from offices located throughout Texas and Eastern New Mexico. Principal activities include commercial and retail banking, along with investment, trust, and mortgage services. The following were subsidiaries of SPFI as of March 31, 2023:

Wholly-Owned, Consolidated Subsidiaries:
 
City Bank
Bank subsidiary
Windmark Insurance Agency, Inc. (“Windmark”)
Non-bank subsidiary
Ruidoso Retail, Inc.
Non-bank subsidiary
CB Provence, LLC
Non-bank subsidiary
CBT Brushy Creek, LLC
Non-bank subsidiary
CBT Properties, LLC
Non-bank subsidiary
Wholly-Owned, Equity Method Subsidiaries:
 
South Plains Financial Capital Trusts (SPFCT) III-V
Non-bank subsidiaries

Basis of Presentation and ConsolidationThe consolidated financial statements in this Quarterly Report on Form 10-Q for the three months ended March 31, 2023 (this “Form 10-Q”) include the accounts of SPFI and its wholly-owned consolidated subsidiaries (collectively referred to as the “Company”) identified above. All significant intercompany balances and transactions have been eliminated in consolidation.

The interim consolidated financial statements in this Form 10-Q have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements, and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Determination of the adequacy of the allowance for credit losses (“ACL”) is a material estimate that is particularly susceptible to significant change in the near term; the assumptions used in stock-based compensation, derivatives, mortgage servicing rights, and fair values of financial instruments can also involve significant management estimates.

Accounting Changes – Updates to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) are prescribed in Accounting Standards Updates (“ASUs”), which are not authoritative until incorporated into the ASC.


ASU 2016-13 Financial Instruments - Credit Losses (Topic 326). The FASB issued guidance to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held to maturity debt securities. The CECL model also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in sales type and direct financing leases recognized by a lessor in accordance with Topic 842 on leases.  In addition, Topic 326 made changes to the accounting for securities available for sale. One such change is to require credit losses to be presented as an allowance rather than as a write-down on securities available for sale management does not intend to sell or believes that it is more likely than not they will be required to sell.  The Company adopted the CECL model on January 1, 2023 using the modified retrospective approach, as a result, the Company recognized a one-time, after tax cumulative effect debit adjustment of $997 thousand to retained earnings, increased the ACL for loans by approximately $100 thousand and increased the ACL for off-balance sheet credit exposures by approximately $1.2 million.  Results for reporting periods beginning after January 1, 2023 are presented under Topic 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP.


The Company made the following policy elections related to the adoption of the CECL model: (i) accrued interest will be written off against interest income when financial assets are placed into nonaccrual status.  Therefore, accrued interest will be excluded from the amortized cost basis for purposes of calculating the ACL.  Accrued interest receivable is presented in a separate line item in the Company’s Consolidated Balance Sheets. (ii) The fair value of collateral practical expedient has been elected on certain loans in determining the ACL, for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty.



The impact on the ACL resulting from the adoption of the CECL model is shown below.



 (Dollars in thousands)  
January 1, 2023
 

 
Pre-Adoption
   
Impact of
Adoption
   
Post-Adoption
 
Commercial real estate
 
$
13,029
   
$
827
   
$
13,856
 
Commercial – specialized
   
3,425
     
33
     
3,458
 
Commercial - general
   
9,215
     
(2,574
)
   
6,641
 
Consumer:
                       
1-4 family residential
   
6,194
     
1,700
     
7,894
 
Auto loans
   
3,926
     
(332
)
   
3,594
 
Other consumer
   
1,376
     
(235
)
   
1,141
 
Construction
   
2,123
     
683
     
2,806
 
                         
Total allowance for credit losses on loans
 
$
39,288
   
$
102
   
$
39,390
 
                         
Allowance for credit losses for off-balance sheet exposures
 
$
580
   
$
1,160
   
$
1,740
 


ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates guidance for troubled debt restructurings by creditors and enhances disclosure requirements for certain loan modifications by creditors for borrowers experiencing financial distress.  This ASU defines types of modifications as principal forgiveness, interest rate reduction, other than insignificant payment delays, or a term extension.  In addition, the ASU requires disclosure of current-period gross charge-offs, by year of origination, in the vintage disclosure. The Company adopted the provisions of ASU 2022-02 as of January 1, 2023 on a prospective basis. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements.



In connection with the adoption of the CECL model, the Company revised certain accounting policies and implemented certain accounting policy elections.


Securities – Investment securities may be classified into trading, held to maturity (“HTM”) or available for sale (“AFS”) portfolios. Securities that are held principally for resale in the near term are classified as trading. Securities that management has the ability and positive intent to hold to maturity are classified as HTM and recorded at amortized cost. Securities not classified as trading or HTM are AFS and are carried at fair value with unrealized gains and losses reported as a component of other comprehensive income (loss), net of tax. Management uses these assets as part of its asset/liability management strategy; they may be sold in response to changes in liquidity needs, interest rates, resultant prepayment risk changes, and other factors. Management determines the appropriate classification of securities at the time of purchase. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities.  Gains and losses on sales are recorded on the trade date, are derived from the amortized cost of the security sold and are determined using the specific identification method. A security is placed on nonaccrual status if principal or interest has been in default for a period of 90 days or more, or if full payment of principal and interest is not expected.  The Company has made a policy election to exclude accrued interest receivable from the amortized cost basis of AFS securities and report the accrued interest in accrued interest receivable in the Company’s Consolidated  Balance Sheets. Interest accrued but not received for a security placed on nonaccrual status is reversed against interest income.

ACL (AFS Securities) For AFS securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis.  If either of the criteria regarding intent or requirement to sell is met, the security’s amortized costs basis is written down to fair value through income.  For AFS securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.  In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by rating agency, and adverse conditions specifically related to the security, among other factors.  If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.  If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis.  Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss).  Changes in the ACL are recorded as provision for credit losses.  Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest is excluded from the estimate of credit losses.

Loans – Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their amortized cost. Amortized cost is the outstanding unpaid principal balances, net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and unamortized premiums or discounts on purchased loans.  The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans and report accrued interest separately from the related loan balance in accrued interest receivable on the Company’s Consolidated Balance Sheets. Accrued interest receivable is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the straight-line method, which is not materially different from the effective interest method required by GAAP

Loans are placed on nonaccrual status when, in management’s opinion, collection of interest is unlikely, which typically occurs when principal or interest payments are more than ninety days past due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

ACL (Loans) – The ACL is a valuation account established by management as an estimate to cover expected credit losses through a provision for credit losses charged to earnings. Credit losses on loans are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Expected losses are calculated using comparable and quantifiable information from both internal and external sources about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Expected credit losses are estimated over the contractual term of the loans and adjusted for expected prepayments.

The ACL is evaluated on a quarterly basis by management. The Company applied a dual credit risk rating (“DCRR”) methodology that estimates each loan’s probability of default and loss given default to calculate the expected credit loss to non-analyzed loans at January 1 and March 31, 2023.  The DCRR process quantifies the expected credit loss at the loan level for the entire loan portfolio.  Loan grades are assigned by a customized scorecard that risk rates each loan based on multiple probability of default and loss given default elements to measure the credit risk of the loan portfolio.  The ACL estimate incorporates the Company’s DCRR loan level risk rating methodology and the expected default rate frequency term structure to derive loan level life of loan estimates of credit losses for every loan in the portfolio.  The estimated credit loss for each loan is adjusted based on its one-year through the cycle estimate of expected credit loss to a life of loan measurement that reflects current conditions and reasonable and supportable forecasts. The life of loan expected loss is determined using the contractual weighted average life of the loan adjusted for prepayments.  Prepayment speeds are determined by grouping the loans into pools based on segments and risk rating.  After the life of loan expected losses are determined, they are adjusted to reflect the Company’s reasonable and supportable economic forecast over a selected range of one to two years. The Company has developed regression models to project net charge-off rates based on macroeconomic variables (“MEVs”), typically a one-year forecast period is used. MEV’s considered in the analysis consist of data gathered from the St. Louis Federal Reserve Research Database (“FRED”), such as, federal funds rate, 10-year treasury rates, 30-year mortgage rates, crude oil prices, consumer price index, housing price index, unemployment rates, housing starts, gross domestic product, and disposable personal income. These regression models are applied to the Company’s economic forecast to determine the corresponding net charge-off rates. The projected net charge-off rates for the given economic scenario are used to adjust the life of loan expected losses. Qualitative adjustments are also made to ACL results for additional risk factors that are relevant in assessing the expected credit losses within our loan segments. These qualitative factor (“Q-Factor”) adjustments may increase or decrease management’s estimate of the ACL by a calculated percentage based upon the estimated level of risk within a particular segment. Q-Factor risk decisions consider concentrations of the loan portfolio, expected changes to the economic forecasts, large relationships, and other factors related to credit administration, such as borrower’s risk rating and the potential effect of delayed credit score migrations. Management quantifiably identifies segment percentage Q-Factor adjustments using a scorecard risk rating system scaled to historical loss experience within a segment and management’s perceived risk for that particular segment.

While management uses available information to recognize credit losses on loans, further reductions in the carrying amounts of loans may be necessary based on various factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated credit losses on loans. Such agencies may require the bank subsidiary to recognize additional credit losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated credit losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

Loans that exhibit characteristics different from their pool characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective ACL evaluation.  When management determines that foreclosure is probable, or if certain of these loans are considered to be collateral dependent with the borrower experiencing financial difficulty, the Company elects the fair value of collateral practical expedient, whereby the allowance is calculated as the amount by which the amortized cost exceeds the fair value of collateral, less costs to sell.

ACL (Off-Balance Sheet Credit Exposures) – The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company.  The ACL for off-balance sheet credit exposures is adjusted through provision for credit losses.  The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.  Utilization rates are determined based on a two-year rolling average of historical usage. Expected loss rates for all pass rated loans are used to determine the ACL for off-balance sheet credit exposures. The ACL for off-balance sheet credit exposures is included in accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets.

Acquired Loans – Loans that the Company acquires in connection with business combinations are recorded at fair value with no carryover of the acquired entity’s related ACL. The fair value of the acquired loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest, adjusted for estimated prepayments and credit losses.  In accordance with Topic 326, the fair value adjustment is recorded as premium or discount to the unpaid principal balance of each acquired loan. In addition, the Company also records an ACL on each acquired loan.

Any acquired loans the Company determines have evidence of a more than insignificant deterioration in credit quality since origination, are considered to be purchase credit deteriorated (“PCD”) loans. The Company evaluates acquired loans for deterioration in credit quality based on any of, but not limited to, the following:  (i) non-accrual status; (ii) risk rating, (iii) watchlist credits; and (iv) delinquency status.  An ACL is determined using the same methodology as other individually evaluated loans. The sum of the PCD loan’s purchase price and ACL becomes its initial amortized cost basis.  The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the ACL are recorded through provision for credit losses.

Goodwill and Other Intangible Assets – Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment on October 31 of each year or more frequently if events and circumstances exist that indicate that an impairment test should be performed. During the three months ended March 31, 2023, economic uncertainty and liquidity concerns surrounding the Company’s industry of operations resulted in a decrease in the Company’s stock price.  The Company believed this resulted in a triggering event requiring an interim goodwill impairment quantitative analysis.  The Company’s estimated fair value as of March 31, 2023 exceeded its carrying amount resulting in no impairment charge for the three months ended March 31, 2023.  In addition, there was no goodwill impairment recorded for the year ended December 31, 2022.

Core deposit intangible (“CDI”) is a measure of the value of checking and savings deposit relationships acquired in a business combination. The fair value of the CDI stemming from any given business combination is based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative source of funding. CDI is amortized over the estimated useful lives of the existing deposit relationships acquired, but does not exceed 10 years. Substantially all CDI is amortized using the sum of the years’ digits method.

Earnings per Share – Basic earnings per share is net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effect of additional potential shares issuable under stock options. Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issuance of the consolidated financial statements.

Segment Information – The Company previously identified two operating segments: banking and insurance. The accounting policies for each of the segments were the same as those described in the summary of significant accounting policies. Effective January 1, 2023, operations and financial performance of the insurance segment were being performed and evaluated on a Company-wide basis based on not being significant to the operating results of the Company. Furthermore, the insurance segment was sold on April 1, 2023 (see Note 14). As a result, segment reporting disclosures have been removed.

Subsequent EventsThe Company has evaluated subsequent events and transactions from March 31,2023 through the date this Form 10-Q was filed with the SEC for potential recognition or disclosure as required by GAAP.

2.  SECURITIES

The amortized cost, related gross unrealized gains and losses, allowance for credit losses, and estimated fair value of securities available for sale at the dates indicated follows (dollars in thousands):

 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
 Allowance
for Credit
Losses
   
Fair
Value
 
March 312023
                             
Available for sale:
                             
State and municipal
 
$
258,575
   
$
26
   
$
(27,424
)
  $    
$
231,177
 
Residential mortgage-backed securities
    380,008       946       (53,431 )           327,523  
Commercial mortgage-backed securities
    48,843             (6,176 )           42,667  
Commercial collateralized mortgage obligations
   
73,024
     
     
(5,473
)
         
67,551
 
Asset-backed and other amortizing securities
   
20,263
     
     
(1,594
)
         
18,669
 
Other securities
   
12,000
     
     
(1,008
)
         
10,992
 
   
$
792,713
   
$
972
   
$
(95,106
)
  $
   
$
698,579
 

 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
December 312022
                       
Available for sale:
                       
State and municipal
 
$
259,429
   
$
27
   
$
(34,401
)
 
$
225,055
 
Residential mortgage-backed securities
    386,783             (57,938 )     328,845  
Commercial mortgage-backed securities
    49,161             (7,194 )     41,967  
Commercial collateralized mortgage obligations
   
76,189
     
     
(551
)
   
75,638
 
Asset-backed and other amortizing securities
   
20,907
     
     
(1,813
)
   
19,094
 
Other securities
   
12,000
     
     
(888
)
   
11,112
 
   
$
804,469
   
$
27
   
$
(102,785
)
 
$
701,711
 

The amortized cost and estimated fair value of securities at March 31, 2023 are presented below by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Other securities are shown separately since they are not due at a single maturity date.

 
Available for Sale
 
   
Amortized
Cost
   
Fair
Value
 
Within 1 year
 
$
3,897
   
$
3,900
 
After 1 year through 5 years
   
9,454
     
9,250
 
After 5 years through 10 years
   
17,901
     
16,868
 
After 10 years
   
239,323
     
212,151
 
Other
   
522,138
     
456,410
 
   
$
792,713
   
$
698,579
 

At both March 31, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than the U.S. government, its agencies, or its sponsored enterprises, in an amount greater than 10% of stockholders’ equity.

Securities with a carrying value of approximately $496.2 million and $464.1 million at March 31, 2023 and December 31, 2022, respectively, were pledged to collateralize public deposits and for other purposes as required or permitted by law.

The following table segregates securities with unrealized losses at the periods indicated, by the duration they have been in a loss position for which an allowance for credit losses has not been recorded (dollars in thousands):

 
Less than 12 Months
   
12 Months or More
   
Total
 
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
 
March 312023
                                   
State and municipal
 
$
6,903
   
$
24
   
$
216,567
   
$
27,400
   
$
223,470
   
$
27,424
 
Residential mortgage-backed securities
    1             322,389       53,431       322,390       53,431  
Commercial mortgage-backed securities
                42,667       6,176       42,667       6,176  
Commercial collateralized mortgage obligations
   
67,551
     
5,473
     
     
     
67,551
     
5,473
 
Asset-backed and other amortizing securities
   
     
     
18,669
     
1,594
     
18,669
     
1,594
 
Other securities
   
9,636
     
864
     
1,356
     
144
     
10,992
     
1,008
 
   
$
84,091
   
$
6,361
   
$
601,648
   
$
88,745
   
$
685,739
   
$
95,106
 
                                                 
December 312022
                                               
State and municipal
 
$
162,746
   
$
23,538
   
$
57,675
   
$
10,863
   
$
220,421
   
$
34,401
 
Residential mortgage-backed securities
    220,752