fxnc20230630

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: 1-38874

(Exact name of registrant as specified in its charter)

Virginia	54-1232965
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

112 West King Street, Strasburg, Virginia	22657
(Address of principal executive offices)	(Zip Code)

(540) 465-9121

(Registrant’s telephone number, including area code)

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $1.25 per share	FXNC	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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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. As of August 8, 2023, 6,249,535 shares of common stock, par value $1.25 per share, of the registrant were outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	3

	Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 (unaudited)	4

	Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022 (unaudited)	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	7

	Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited)	9

	Notes to Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	42

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST NATIONAL CORPORATION

Consolidated Balance Sheets

(in thousands, except share and per share data)

	(unaudited)
	June 30,			December 31,
	2023			2022*
Assets
Cash and due from banks	$	17,697		$	20,784
Interest-bearing deposits in banks		54,379			46,130
Securities available for sale, at fair value		156,745			162,907
Securities held to maturity, at amortized cost (net of allowance for credit losses of $144 at June 30, 2023)		151,677			153,158
Restricted securities, at cost		1,803			1,908
Loans, net of allowance for credit losses, 2023, $8,858; 2022, $7,446		921,336			913,077
Other real estate owned, net of valuation allowance		45			184
Premises and equipment, net		21,556			21,876
Accrued interest receivable		4,248			4,543
Bank owned life insurance		24,559			24,531
Goodwill		3,030			3,030
Core deposit intangibles, net		127			136
Other assets		17,022			17,119
Total assets	$	1,374,224		$	1,369,383

Liabilities and Shareholders’ Equity

Liabilities
Deposits:
Noninterest-bearing demand deposits	$	396,137		$	427,344
Savings and interest-bearing demand deposits		670,005			677,139
Time deposits		176,226			136,849
Total deposits	$	1,242,368		$	1,241,332
Subordinated debt, net of issuance cost		4,996			4,995
Junior subordinated debt		9,279			9,279
Accrued interest payable and other liabilities		4,721			5,417
Total liabilities	$	1,261,364		$	1,261,023

Commitments and contingencies

Shareholders’ Equity
Preferred stock, par value $1.25 per share; authorized 1,000,000 shares; none issued and outstanding	$	—		$	—
Common stock, par value $1.25 per share; authorized 8,000,000 shares; issued and outstanding, 2023, 6,250,613 shares; 2022, 6,264,912 shares		7,813			7,831
Surplus		32,601			32,716
Retained earnings		93,805			90,284
Accumulated other comprehensive loss, net		(21,359	)		(22,471	)
Total shareholders’ equity	$	112,860		$	108,360
Total liabilities and shareholders’ equity	$	1,374,224		$	1,369,383

*Derived from audited consolidated financial statements.

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(in thousands, except per share data)

	Three Months Ended					Six Months Ended
	June 30,			June 30,		June 30,			June 30,
	2023			2022		2023			2022
Interest and Dividend Income
Interest and fees on loans	$	11,886		$	9,963	$	23,398		$	19,459
Interest on deposits in banks		759			251		1,103			321
Interest and dividends on securities:
Taxable interest		1,306			1,295		2,645			2,427
Tax-exempt interest		307			309		613			614
Dividends		28			21		55			42
Total interest and dividend income	$	14,286		$	11,839	$	27,814		$	22,863
Interest Expense
Interest on deposits	$	3,402		$	413	$	5,618		$	753
Interest on subordinated debt		69			69		138			138
Interest on junior subordinated debt		67			67		134			134
Interest on other borrowings		3			—		3			—
Total interest expense	$	3,541		$	549	$	5,893		$	1,025
Net interest income	$	10,745		$	11,290	$	21,921		$	21,838
Provision for credit losses		100			400		100			400
Net interest income after provision for credit losses	$	10,645		$	10,890	$	21,821		$	21,438
Noninterest Income
Service charges on deposit accounts	$	683		$	698	$	1,329		$	1,307
ATM and check card fees		848			797		1,648			1,547
Wealth management fees		749			760		1,525			1,563
Fees for other customer services		220			188		416			421
Brokered mortgage fees		35			58		35			152
Income from bank owned life insurance		135			131		284			275
Other operating income		214			148		425			226
Total noninterest income	$	2,884		$	2,780	$	5,662		$	5,491
Noninterest Expense
Salaries and employee benefits	$	5,189		$	5,086	$	10,535		$	10,210
Occupancy		524			545		1,052			1,117
Equipment		571			620		1,158			1,179
Marketing		248			223		516			374
Supplies		147			131		295			267
Legal and professional fees		422			381		765			714
ATM and check card expense		425			347		825			650
FDIC assessment		212			132		318			284
Bank franchise tax		262			238		516			454
Data processing expense		252			221		454			457
Amortization expense		4			5		9			9
Other real estate owned (income) expense, net		(219	)		41		(216	)		69
Other operating expense		1,121			948		2,131			1,778
Total noninterest expense	$	9,158		$	8,918	$	18,358		$	17,562

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(Continued)

(in thousands, except per share data)

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2023		2022		2023		2022
Income before income taxes	$	4,371	$	4,752	$	9,125	$	9,367
Income tax expense		866		917		1,771		1,803
Net income	$	3,505	$	3,835	$	7,354	$	7,564
Earnings per common share
Basic	$	0.56	$	0.61	$	1.17	$	1.21
Diluted	$	0.56	$	0.61	$	1.17	$	1.21

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2023			2022			2023			2022
Net income	$	3,505		$	3,835		$	7,354		$	7,564
Other comprehensive income (loss), net of tax,
Unrealized holding gains (losses) on available for sale securities, net of tax ($421) and ($2,595) for the three months and $155 and ($6,381) for the six months ended June 30, 2023 and 2022, respectively		(1,579	)		(9,762	)		583			(24,005	)
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity, net of tax of $88 and $0 for the three months and $172 and $0 for the six months ended June 30, 2023 and 2022, respectively		333			—			649			—
Change in fair value of cash flow hedges, net of tax $29 and $120 for the three months and ($31) and $267 for the six months ended June 30, 2023 and 2022, respectively		103			452			(120	)		1,005
Total other comprehensive income (loss)		(1,143	)		(9,310	)		1,112			(23,000	)
Total comprehensive income (loss)	$	2,362		$	(5,475	)	$	8,466		$	(15,436	)

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six Months Ended
	June 30,			June 30,
	2023			2022
Cash Flows from Operating Activities
Net income	$	7,354		$	7,564
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment		795			747
Amortization of core deposit intangibles		9			9
Amortization of debt issuance costs		1			1
Provision for credit losses on loans		45			400
Provision for credit losses on securities held to maturity		11			—
Provision for credit losses on unfunded commitments		44			—
Net (gain) loss on sale of other real estate owned		(246	)		39
Increase in cash value of bank owned life insurance		(284	)		(275	)
Accretion of discounts and amortization of premiums on securities, net		507			629
Accretion of premium on time deposits		(48	)		(122	)
Accretion of certain acquisition-related loan discounts, net		(303	)		(718	)
Stock-based compensation		407			541
Excess tax benefits on stock-based compensation		4			3
Loss on disposal of premises and equipment, net		(2	)		2
Deferred income tax expense		274			73
Changes in assets and liabilities:
Decrease (increase) in interest receivable		295			(251	)
(Increase) decrease in other assets		(108	)		4,054
(Decrease) in accrued interest payable and other liabilities		(893	)		(422	)
Net cash provided by operating activities	$	7,862		$	12,274
Cash Flows from Investing Activities
Proceeds from maturities, calls, and principal payments of securities available for sale	$	6,422		$	14,929
Proceeds from maturities, calls, and principal payments of securities held to maturity		4,220			5,271
Purchases of securities available for sale		—			(21,147	)
Purchases of securities held to maturity		(2,091	)		(49,033	)
Net redemption (purchase) of restricted securities		105			(95	)
Purchase of premises and equipment		(475	)		(404	)
Proceeds from sale of premises and equipment		2			—
Proceeds from sale of other real estate owned		385			84
Proceeds from cash value of bank owned life insurance		256			—
Net (increase) in loans		(10,187	)		(54,161	)
Net cash provided by (used in) investing activities	$	(1,363	)	$	(104,556	)

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(Continued)

(in thousands)

	Six Months Ended
	June 30,			June 30,
	2023			2022
Cash Flows from Financing Activities
Net (decrease) increase in demand deposits and savings accounts	$	(38,341	)	$	59,231
Net increase (decrease) in time deposits		39,425			(11,711	)
Repayment of subordinated debt		—			(5,000	)
Cash dividends paid on common stock, net of reinvestment		(1,801	)		(1,646	)
Repurchase of common stock, stock incentive plan		(113	)		(183	)
Repurchase of common stock, stock repurchase plan		(507	)		—
Net cash (used in) provided by financing activities	$	(1,337	)	$	40,691
Increase (decrease) in cash and cash equivalents	$	5,162		$	(51,591	)
Cash and Cash Equivalents
Beginning	$	66,914		$	176,006
Ending	$	72,076		$	124,415
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	5,622		$	1,184
Income taxes	$	1,626		$	1,040
Supplemental Disclosures of Noncash Investing and Financing Activities
Unrealized gains (losses) on securities available for sale	$	738		$	(30,386	)
Change in fair value of cash flow hedges	$	(151	)	$	1,272
Transfer from other real estate owned to premises and equipment	$	—		$	60
Issuance of common stock, dividend reinvestment plan	$	80		$	104

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(in thousands, except share and per share data)

	Common Stock		Surplus		Retained Earnings			Accumulated Other Comprehensive (Loss)			Total
Balance, March 31, 2022	$	7,812	$	32,298	$	79,845		$	(13,392	)	$	106,563
Net income		—		—		3,835			—			3,835
Other comprehensive loss		—		—		—			(9,310	)		(9,310	)
Cash dividends on common stock ($0.14 per share)		—		—		(876	)		—			(876	)
Stock-based compensation		—		56		—			—			56
Issuance of 2,363 shares common stock, dividend reinvestment plan		3		44		—			—			47
Balance, June 30, 2022	$	7,815	$	32,398	$	82,804		$	(22,702	)	$	100,315

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive (Loss)			Total
Balance, March 31, 2023	$	7,851		$	32,937		$	91,239		$	(20,216	)	$	111,811
Net income		—			—			3,505			—			3,505
Other comprehensive loss		—			—			—			(1,143	)		(1,143	)
Cash dividends on common stock ($0.15 per share)		—			—			(939	)		—			(939	)
Stock-based compensation		—			69			—			—			69
Issuance of 2,536 shares of common stock, dividend reinvestment plan		3			36			—			—			39
Repurchase of 32,301 shares of common stock, stock repurchase plan		(41	)		(441	)		—			—			(482	)
Balance, June 30, 2023	$	7,813		$	32,601		$	93,805		$	(21,359	)	$	112,860

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2021	$	7,785		$	31,966		$	76,990		$	298		$	117,039
Net income		—			—			7,564			—			7,564
Other comprehensive loss		—			—			—			(23,000	)		(23,000	)
Cash dividends on common stock ($0.28 per share)		—			—			(1,750	)		—			(1,750	)
Stock-based compensation		—			541			—			—			541
Issuance of 5,120 shares common stock, dividend reinvestment plan		6			98			—			—			104
Issuance of 27,134 shares common stock, stock incentive plan		34			(34	)		—			—			—
Repurchase of 8,283 shares common stock, stock incentive plan		(10	)		(173	)		—			—			(183	)
Balance, June 30, 2022	$	7,815		$	32,398		$	82,804		$	(22,702	)	$	100,315

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2022	$	7,831		$	32,716		$	90,284		$	(22,471	)	$	108,360
Adoption of new accounting standard (ASU 2016-13)		—			—			(1,952	)		—			(1,952	)
Net income		—			—			7,354			—			7,354
Other comprehensive income		—			—			—			1,112			1,112
Cash dividends on common stock ($0.30 per share)		—			—			(1,881	)		—			(1,881	)
Stock-based compensation		—			407			—			—			407
Issuance of 4,752 shares common stock, dividend reinvestment plan		6			74			—			—			80
Issuance of 21,302 shares common stock, stock incentive plan		27			(27	)		—			—			—
Repurchase of 6,495 shares common stock, stock incentive plan		(8	)		(105	)		—			—			(113	)
Repurchase of 33,858 shares common stock, stock repurchase plan		(43	)		(464	)		—			—			(507	)
Balance, June 30, 2023	$	7,813		$	32,601		$	93,805		$	(21,359	)	$	112,860

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Note 1. General

Basis of Presentation

The accompanying unaudited consolidated financial statements of First National Corporation (the Company) and its subsidiary, First Bank (the Bank), have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and in accordance with guidance provided by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for annual year-end financial statements. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at June 30, 2023 and December 31, 2022, the statements of income and comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022, the cash flows for the six months ended June 30, 2023 and 2022, and the changes in shareholders’ equity for the three and six months ended June 30, 2023 and 2022. The statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Certain items in the prior period financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on prior year net income or shareholders' equity.

Significant Accounting Policies and Estimates

Application of the principles of GAAP and practices within the banking industry requires management to make estimates, assumptions, and judgements that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgements are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions and judgements. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgements and as such may have a greater possibility of producing results that could be materially different than originally reported. Material estimates that are particularly

susceptible to significant changes in the near term include estimates related to the determination of the allowance for credit losses.

The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited financial statements and notes for the year ended December 31, 2022 and are contained in the Company’s 2022 Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except for the following:

Adoption of New Accounting Pronouncements

ASU 2016-13: On January 1, 2023, the Company adopted Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (Accounting Standards Codification (ASC) 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses.

In addition, CECL made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities if management does not intend to sell and does not believe that it is more likely than not that they will be required to sell.

The Company adopted ASC 326 and all related subsequent amendments thereto effective January 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The transition adjustment of the adoption of CECL included an increase in the allowance for credit losses on loans of $2.2 million, which is presented as a reduction to net loans outstanding, and an increase in the allowance for credit losses on unfunded commitments of $153 thousand, which is recorded within other liabilities. The Company recorded an allowance for credit losses for held to maturity securities of $132 thousand, which is presented as a reduction to held to maturity securities outstanding. The Company recorded a net decrease to retained earnings of $2.0 million as of January 1, 2023 for the cumulative effect of adopting CECL, which reflects the transition adjustments noted above, net of the applicable deferred tax assets recorded. Results for reporting periods beginning after January 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards.

The Company adopted ASC 326 using the prospective transition approach for purchase credit deteriorated ("PCD") assets that were previously classified as purchase credit impaired (“PCI”) under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. As of June 30, 2023, the Company had no loans classified as PCD.

The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2023. As of December 31, 2022, the Company did not have any other-than-temporary impaired investment securities. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on available for sale securities was not required.

The Company elected not to measure an allowance for credit losses for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest.

	January 1, 2023		December 31, 2022
	As reported Under		Pre-ASC 326		Impact of ASC
(dollars in thousands)	ASC 326		Adoption		326 Adoption
Assets:
Allowance for credit losses on held to maturity securities:		-				-
Corporate securities		132		-		132

Allowance for credit losses on loans:						-
Construction and land development		233		546		(313	)
Secured by 1-4 family residential		2,517		1,108		1,409
Other real estate loans		5,311		3,609		1,702
Commercial and industrial loans		1,487		1,874		(387	)
Consumer and other loans		84		309		(225	)
Allowance for credit losses on loans		9,632		7,446		2,186

Liabilities:
Allowance for credit losses for unfunded commitments		153		-		153

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Allowance for Credit Losses – Held-to-Maturity Securities

The Company estimates expected credit losses on held-to-maturity securities on an individual basis based on a Probability of Default/Loss Given Default (“PD/LGD”) methodology primarily using security-level credit ratings. The primary indicators of credit quality for the Company’s held-to-maturity portfolio are security type and credit ratings, which are influenced by a number of factors including obligor cash flow, geography, seniority, among other factors. The Company’s held-to-maturity securities with credit risk are municipal bonds and corporate debt securities. All other held-to-maturity securities are covered by the explicit or implied guarantee of the United States government or one if its agencies.

Changes in the allowance for credit loss are recorded as provision for (or recovery of) credit losses in the Consolidated Statements of Income. The Company recorded an allowance for credit losses on held-to-maturity securities of $132 thousand upon adoption of ASC 326. During the three months ended June 30, 2023, the Company recorded a provision for credit losses on held-to-maturity securities of $12 thousand. The allowance for credit losses on held-to-maturity securities was $144 as of June 30, 2023.

Allowance for Credit Losses – Available-for-Sale Securities

Management evaluates all available-for-sale securities in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings.

If either of the above criteria is not met, the Company evaluates whether the decline in fair value is the result of credit losses or other factors. In making the assessment, the Company may consider various factors including the extent to which fair value is less than amortized cost, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specific to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any deficiency is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income.

Changes in the allowance for credit loss are recorded as a provision for (or recovery of) credit losses in the Consolidated Statements of Income. Losses are charged against the allowance for credit loss when management believes an available-for-sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At June 30, 2023, there was no allowance for credit loss related to the available-for-sale portfolio.

Accrued interest receivable on available-for-sale securities totaled $789 thousand at June 30, 2023 and was excluded from the estimate of credit losses.

Allowance for Credit Losses – Loans

The allowance for loan credit losses represents an amount which, in management’s judgement, is adequate to absorb the lifetime expected losses that may be sustained on outstanding loans at the balance sheet date based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions, and prepayment experience. The allowance for loan credit losses is measured and recorded upon the initial recognition of a financial asset. The allowance for loan credit losses is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision for (or recovery of) credit losses, which is recorded in the Consolidated Statement of Income.

The Company is utilizing a discounted cash flow model to estimate its current expected credit losses. For the purposes of calculating its quantitative reserves, the Company has segmented its loan portfolio based on loans which share similar risk characteristics. Within the quantitative portion of the calculation, the Company utilizes at least one or a combination of loss drivers, which may include unemployment rates, home price indices, and/or gross domestic product (“GDP”), to adjust its loss rates over a reasonable and supportable forecast period of one year. A straight-line reversion technique is used for the following eight quarters, at which time the Company reverts to historical averages. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Company may consider qualitative factors, including but not limited to: variability in the economic forecast, changes in volume and severity of adversity classified loans, changes in concentrations of credit, changes in the nature and volume of the loan segments, factors related to credit administration, and other idiosyncratic risks not embedded in the data used in the model.

Loans that do not share risk characteristics are evaluated on an individual basis. The Company designates individually evaluated loans on nonaccrual status as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk and loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of 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.

The adoption of CECL did not result in a significant change to any other credit risk management and monitoring processes, including identification of past due or delinquent borrowers, nonaccrual practices or charge-off policy.

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Notes to Consolidated Financial Statements (Unaudited)

Allowance for Credit Losses – Unfunded Commitments

Financial Instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit losses in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Company records all allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for (or recovery of) credit losses in the Consolidated Statement of Income. The allowances for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit losses model using the same methodology as the loan portfolio, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in other liabilities on the Company’s consolidated balance sheet.

Accrued Interest Receivable

The Company has elected to exclude the accrued interest from the amortized cost basis in its determination of the allowance for credit losses for both loans and held-to-maturity securities, as well as elected the policy to write-off accrued interest receivable directly through the reversal of interest income. Accrued interest receivable totaled $4.2 million on loans and $584 thousand on held-to-maturity securities at June 30, 2023 and is included in “Accrued Interest Receivable” on the Company’s Consolidated Balance Sheets.

ASU 2022-01:

On January 1, 2023, the Company adopted ASU 2022-01, "Derivatives and Hedging (Topic 815), Fair Value Hedging—Portfolio Layer Method.” ASU 2022-01 clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets and is intended to better align hedge accounting with an organization’s risk management strategies. In 2017, FASB issued ASU 2017-12 to better align the economic results of risk management activities with hedge accounting. One of the major provisions of that standard was the addition of the last-of-layer hedging method. For a closed portfolio of fixed-rate prepayable financial assets or one or more beneficial interests secured by a portfolio of prepayable financial instruments, such as mortgages or mortgage-backed securities, the last-of-layer method allows an entity to hedge its exposure to fair value changes due to changes in interest rates for a portion of the portfolio that is not expected to be affected by prepayments, defaults, and other events affecting the timing and amount of cash flows. ASU 2022-01 renames that method the portfolio layer method. The Company adopted ASU 2022-01 prospectively and it did not have a material impact on its consolidated financial statements.

ASU 2022-02: On January 1, 2023, the Company adopted ASU 2022-02, "Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures." ASU 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standards (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings (TDR's) by creditors that have adopted the CECL model and enhance the disclosure requirements for certain loan refinancings by creditors when a borrower is experiencing financial difficulty. In addition, the amendments require that the Company disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The Company adopted the standard prospectively and it did not have a material impact on the financial statements.

Recent Accounting Pronouncements

In July 2023, the Financial Accounting Standards Board (FASB) issued 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 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 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.

In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842): Common Control Arrangements”. These amendments require entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. Transition can be done either retrospectively or prospectively. The Company does not expect the adoption of ASU 2023-01 to have a material impact on its consolidated financial statements.

In March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method”. These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU is effective for public business entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for all entities in any interim period. The Company does not expect the adoption of ASU 2023-02 to have a material impact on its consolidated financial statements.

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Notes to Consolidated Financial Statements (Unaudited)

Note 2. Securities

The Company invests in U.S. Treasury securities, U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, and corporate debt securities. Amortized costs, gross unrealized gains and losses, allowance for credit losses, and fair values of debt securities at June 30, 2023 and December 31, 2022 were as follows (in thousands):

	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value		Allowance for Credit Losses
Securities available for sale:
U.S. Treasury securities	$	12,472	$	—	$	(1,229	)	$	11,243	$	—
U.S. agency and mortgage-backed securities		103,238		62		(13,257	)		90,043		—
Obligations of states and political subdivisions		64,216		6		(8,763	)		55,459		—
Total securities available for sale	$	179,926	$	68	$	(23,249	)	$	156,745	$	—
Securities held to maturity:
U.S. Treasury securities	$	38,639	$	—	$	(716	)	$	37,923	$	—
U.S. agency and mortgage-backed securities		98,223		—		(9,679	)		88,544		—
Obligations of states and political subdivisions		11,959		28		(1,098	)		10,889		—
Corporate debt securities		3,000		—		(507	)		2,493		(144	)
Total securities held to maturity	$	151,821	$	28	$	(12,000	)	$	139,849	$	(144	)
Total securities	$	331,747	$	96	$	(35,249	)	$	296,594	$	(144	)

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. Treasury securities	$	12,468	$	—	$	(1,239	)	$	11,229
U.S. agency and mortgage-backed securities		109,972		95		(13,149	)		96,918
Obligations of states and political subdivisions		64,386		4		(9,630	)		54,760
Total securities available for sale	$	186,826	$	99	$	(24,018	)	$	162,907
Securities held to maturity:
U.S. Treasury securities	$	38,211	$	—	$	(568	)	$	37,643
U.S. agency and mortgage-backed securities		99,374		—		(9,189	)		90,185
Obligations of states and political subdivisions		12,573		—		(1,252	)		11,321
Corporate debt securities		3,000		—		(352	)		2,648
Total securities held to maturity	$	153,158	$	—	$	(11,361	)	$	141,797
Total securities	$	339,984	$	99	$	(35,379	)	$	304,704

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Notes to Consolidated Financial Statements (Unaudited)

Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position is as follows (in thousands):

	June 30, 2023
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. Treasury securities	$	—	$	—		$	11,243	$	(1,229	)	$	11,243	$	(1,229	)
U.S. agency and mortgage-backed securities		3,173		(49	)		81,908		(13,208	)		85,081		(13,257	)
Obligations of states and political subdivisions		8,519		(193	)		44,224		(8,570	)		52,743		(8,763	)
Total securities available for sale	$	11,692	$	(242	)	$	137,375	$	(23,007	)	$	149,067	$	(23,249	)

	December 31, 2022
	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. Treasury securities	$	9,041	$	(932	)	$	2,188	$	(307	)	$	11,229	$	(1,239	)
U.S. agency and mortgage-backed securities		27,282		(1,945	)		62,342		(11,204	)		89,624		(13,149	)
Obligations of states and political subdivisions		24,689		(2,581	)		26,362		(7,049	)		51,051		(9,630	)
Total securities available for sale	$	61,012	$	(5,458	)	$	90,892	$	(18,560	)	$	151,904	$	(24,018	)
Securities held to maturity:
U.S. Treasury securities	$	19,302	$	(258	)	$	18,342	$	(310	)	$	37,644	$	(568	)
U.S. agency and mortgage-backed securities		58,019		(6,848	)		32,167		(2,341	)		90,186		(9,189	)
Obligations of states and political subdivisions		8,648		(1,008	)		2,672		(244	)		11,320		(1,252	)
Corporate debt securities		2,648		(352	)		—		—			2,648		(352	)
Total securities held to maturity	$	88,617	$	(8,466	)	$	53,181	$	(2,895	)	$	141,798	$	(11,361	)
Total securities	$	149,629	$	(13,924	)	$	144,073	$	(21,455	)	$	293,702	$	(35,379	)

The tables above provide information about securities that have been in an unrealized loss position for less than twelve consecutive months and securities that have been in an unrealized loss position for twelve consecutive months or more. Management evaluates securities to determine whether the impairment is due to credit-related factors or noncredit-related factors at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. 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. Presently, the Company does not intend to sell any of these securities, does not expect to be required to sell these securities, and expects to recover the entire amortized cost of all the securities.

Accrued interest receivable on securities available for sale and securities held to maturity totaled $789 thousand and $584 thousand, respectively at June 30, 2023. Accrued interest on debt securities is included in accrued interest receivable on the Company's consolidated balance sheets.

At June 30, 2023, there were 3 out of 3 U.S. Treasury securities, 95 out of 108 U.S. agency and mortgage-backed securities, and 91 out of 98 obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio was considered investment grade. The weighted-average re-pricing term of the portfolio was 6.0 years at June 30, 2023. One hundred percent of the Company’s investment portfolio was considered investment grade at December 31, 2022. The weighted-average re-pricing term of the portfolio was 6.5 years at December 31, 2022. The unrealized losses at June 30, 2023 in the U.S. Treasury securities portfolio, U.S. agency and mortgage-backed securities portfolio, obligations of states and political subdivisions portfolio, and the corporate debt securities portfolio were related to changes in market interest rates and not credit concerns of the issuers.

On September 1, 2022, the Bank transferred 24 securities designated as available for sale with a combined book value of $82.2 million, market value of $74.4 million, and unrealized loss of $7.8 million, to securities designated held to maturity. The unrealized loss is being amortized monthly over the life of the securities with an increase to the carrying value of securities and a decrease to the related accumulated other comprehensive loss, which is included in the shareholders’ equity section of the Company’s balance sheet. The amortization of the unrealized loss on the transferred securities totaled $821 thousand for the first six months of 2023. The securities selected for transfer had larger potential decreases in their fair market values in higher interest rate environments than most of the other securities in the available for sale portfolio and included U.S. Treasury, agency, municipal and commercial mortgage-backed securities. The securities were transferred to mitigate the potential unfavorable impact that higher market interest rates may have on the carrying value of the securities and on the related accumulated other comprehensive loss.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

The amortized cost and fair value of securities at June 30, 2023 by contractual maturity are shown below (in thousands). Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	500	$	500	$	20,393	$	20,133
Due after one year through five years		23,565		21,827		29,480		28,258
Due after five years through ten years		37,101		33,679		23,979		21,574
Due after ten years		118,760		100,739		77,969		69,884
	$	179,926	$	156,745	$	151,821	$	139,849

Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock are generally viewed as long-term investments and as restricted securities, which are carried at cost, because there is a minimal market for the stock. Therefore, when evaluating restricted securities for impairment, their value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

The composition of restricted securities at June 30, 2023 and December 31, 2022 was as follows (in thousands):

	June 30, 2023		December 31, 2022
Federal Home Loan Bank stock	$	691	$	796
Federal Reserve Bank stock		980		980
Community Bankers’ Bank stock		132		132
	$	1,803	$	1,908

The Company also holds limited partnership investments in Small Business Investment Companies (SBICs), which are included in other assets in the Consolidated Balance Sheets. The limited partnership investments are measured as equity investments without readily determinable fair values at their cost, less any impairment. The amounts included in other assets for the limited partnership investments were $642 thousand and $599 thousand at June 30, 2023 and December 31, 2022, respectively.

Credit Quality Indicators & Allowance for Credit Losses - HTM

The Company monitors the credit quality of the debt securities held to maturity through the use of credit ratings from Moody's, S&P, and Egan-Jones. The Company monitors the credit ratings on a quarterly basis. The following table summarizes the amortized cost of debt securities held to maturity at June 30, 2023, aggregated by credit quality indicators.

	U.S. Treasury securities		U.S. agency and mortgage-backed securities		Obligations of states and political subdivisions		Corporate debt securities		Total Held to Maturity Securities
June 30, 2023
Aaa	$	38,639	$	22,819	$	3,116	$	—	$	64,574
Aa1 / Aa2 / Aa3		—		—		8,843		—		8,843
Baa1 / Baa2 / Baa3		—		—		—		3,000		3,000
Not rated - Agency ⁽¹⁾		—		75,404		—		—		75,404
Total	$	38,639	$	98,223	$	11,959	$	3,000	$	151,821
December 31, 2022
Aaa	$	38,211	$	22,706	$	3,126	$	—	$	64,043
Aa1 / Aa2 / Aa3		—		—		9,447		—		9,447
Baa1 / Baa2 / Baa3		—		—		—		3,000		3,000
Not rated - Agency ⁽¹⁾		—		76,668		—		—		76,668
Total	$	38,211	$	99,374	$	12,573	$	3,000	$	153,158

________________________________________

⁽¹⁾Generally considered not to have credit risk given the implied governmental guarantees associated with these agencies

The following table summarizes the change in the allowance for credit losses on held to maturity securities for the six months ended June 30, 2023.

	U.S. Treasury securities		U.S. agency and mortgage-backed securities		Obligations of states and political subdivisions		Corporate debt securities		Total Held to Maturity Securities
Balance, December 31, 2022	$	—	$	—	$	—	$	—	$	—
Adjustment for adoption of ASU 2016-13		—		—		—		134		134
Provision for credit losses		—		—		—		10		10
Charge-offs of securities		—		—		—		—		—
Recoveries		—		—		—		—		—
Balance, June 30, 2023	$	—	$	—	$	—	$	144	$	144

At June 30, 2023, the Company had no securities held-to-maturity that were past due 30 days or more as to principal and interest payments. The Company had no securities held-to-maturity classified as nonaccrual as of June 30, 2023.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 3. Loans

Loans at June 30, 2023 and December 31, 2022 are summarized as follows (in thousands):

	June 30, 2023			December 31, 2022
Real estate loans:
Construction and land development	$	49,282		$	51,840
Secured by 1-4 family residential		337,601			331,421
Other real estate loans		421,970			418,456
Commercial and industrial loans		112,803			111,225
Consumer and other loans		8,538			7,581
Total loans	$	930,194		$	920,523
Allowance for credit losses		(8,858	)		(7,446	)
Loans, net	$	921,336		$	913,077

Net deferred loan fees included in the above loan categories were $903 thousand and $838 thousand at June 30, 2023 and December 31, 2022, respectively. Consumer and other loans included $251 thousand and $197 thousand of demand deposit overdrafts at June 30, 2023 and December 31, 2022, respectively.

Risk characteristics of each loan portfolio class that are considered by the Company include:

•

1-4 family residential mortgage loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral.

•

Real estate construction and land development loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget, and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure or other factors unrelated to the project.

•

Other real estate loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project.

•

Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability. Commercial and industrial loans also include purchased loans which could have been originated outside of the Company's market area.

•

Consumer and other loans carry risks associated with the continued creditworthiness of the borrower and the value of the collateral, if any. Consumer loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. They are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances. Consumer and other loans also include purchased consumer loans which could have been originated outside of the Company's market area. Other loans included in this category include loans to states and political subdivisions.

Loans acquired in business combinations are recorded in the Consolidated Balance Sheets at fair value at the acquisition date under the acquisition method of accounting. The principal balance of purchased loans is included in the allowance for credit losses calculation. The remaining net discount on purchased loans at June 30, 2023 was $2.1 million. The outstanding principal balance and the carrying amount at June 30, 2023 and December 31, 2022 of loans acquired in business combinations were as follows:

	June 30, 2023		December 31, 2022
	Acquired Loans-		Acquired Loans-
	Non-Purchased		Non-Purchased
(Dollars in thousands)	Credit Deteriorated		Credit Deteriorated
Outstanding principal balance	$	173,473	$	187,017

Carrying amount
Real estate loans:
Construction and land development	$	9,378	$	9,823
Secured by 1-4 family residential		38,579		42,915
Other real estate loans		98,013		103,521
Commercial and industrial loans		21,918		24,661
Consumer and other loans		3,496		3,560
Total acquired loans	$	171,384	$	184,480

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

The following tables provide a summary of loan classes and an aging of past due loans as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	—	$	—	$	40	$	40	$	49,242	$	49,282	$	40	$	—
Secured by 1-4 family residential		885		435		398		1,718		335,883		337,601		567		209
Other real estate loans		—		393		62		455		421,515		421,970		70		—
Commercial and industrial		—		55		16		71		112,732		112,803		—		16
Consumer and other loans		11		10		—		21		8,517		8,538		—		—
Total	$	896	$	893	$	516	$	2,305	$	927,889	$	930,194	$	677	$	225

	December 31, 2022
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	115	$	20	$	1,045	$	1,180	$	50,660	$	51,840	$	1,045	$	—
Secured by 1-4 family residential		1,033		60		207		1,300		330,121		331,421		530		—
Other real estate loans		109		—		—		109		418,347		418,456		13		—
Commercial and industrial		31		130		1,085		1,246		109,979		111,225		1,085		—
Consumer and other loans		26		25		—		51		7,530		7,581		—		—
Total	$	1,314	$	235	$	2,337	$	3,886	$	916,637	$	920,523	$	2,673	$	—

Credit Quality Indicators

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans. The Company utilizes a risk grading matrix to assign a rating to each of its loans. The loan ratings are summarized into the following categories: pass, special mention, substandard, doubtful, and loss. Pass rated loans include all risk rated credits other than those included in special mention, substandard, or doubtful. Loans classified as loss are charged-off. Loan officers assign risk grades to loans at origination and as renewals arise. The Bank’s Credit Administration department reviews risk grades for accuracy on a quarterly basis and as credit issues arise. In addition, a certain amount of loans are reviewed each year through the Company’s internal and external loan review process. A description of the general characteristics of the loan grading categories is as follows:

Pass – Loans classified as pass exhibit acceptable operating trends, balance sheet trends, and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower as agreed.

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Bank’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The Company considers all doubtful loans to be impaired and places the loan on non-accrual status.

Loss – Loans classified as loss are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.

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Notes to Consolidated Financial Statements (Unaudited)

The following table presents the Company's recorded investment in loans by credit quality indicators by year of origination as of June 30, 2023 (in thousands).

	June 30, 2023
	Term Loans by Year of Origination
	2023		2022		2021		2020		2019		Prior		Revolving		Total
Construction and land development
Pass	$	1,979	$	3,950	$	7,984	$	2,815	$	2,284	$	3,619	$	26,611	$	49,242
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		40		—		40
Doubtful		—		—		—		—		—		—		—		—
Total Construction and land development	$	1,979	$	3,950	$	7,984	$	2,815	$	2,284	$	3,659	$	26,611	$	49,282

Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Secured by 1-4 family residential
Pass	$	20,560	$	78,141	$	68,937	$	43,463	$	33,224	$	81,944	$	10,472	$	336,741
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		860		—		860
Doubtful		—		—		—		—		—		—		—		—
Total Secured by 1-4 family residential	$	20,560	$	78,141	$	68,937	$	43,463	$	33,224	$	82,804	$	10,472	$	337,601

Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other real estate loans
Pass	$	16,627	$	93,364	$	88,103	$	41,775	$	41,120	$	129,584	$	9,979	$	420,552
Special Mention		—		—		—		1,356		—		—		—		1,356
Substandard		—		—		—		—		—		—		62		62
Doubtful		—		—		—		—		—		—		—		—
Total Other real estate loans	$	16,627	$	93,364	$	88,103	$	43,131	$	41,120	$	129,584	$	10,041	$	421,970

Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial and industrial
Pass	$	10,471	$	30,829	$	27,940	$	4,653	$	7,426	$	10,086	$	19,992	$	111,397
Special Mention		—		1,398		—		—		—		—		—		1,398
Substandard		—		—		—		—		—		8		—		8
Doubtful		—		—		—		—		—		—		—		—
Total Commercial and industrial	$	10,471	$	32,227	$	27,940	$	4,653	$	7,426	$	10,094	$	19,992	$	112,803

Current period gross write-offs	$	—	$	—	$	—	$	624	$	—	$	253	$	—	$	877

Consumer and other loans
Pass	$	2,343	$	1,709	$	499	$	1,573	$	2,272	$	58	$	84	$	8,538
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total Consumer and other loans	$	2,343	$	1,709	$	499	$	1,573	$	2,272	$	58	$	84	$	8,538

Current period gross write-offs	$	158	$	29	$	1	$	14	$	3	$	3	$	—	$	208

The following tables provide an analysis of the credit risk profile of each loan class as of December 31, 2022 (in thousands):

	December 31, 2022
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	50,795	$	—	$	1,045	$	—	$	51,840
Secured by 1-4 family residential		330,590		—		831		—		331,421
Other real estate loans		416,559		1,884		13		—		418,456
Commercial and industrial		110,065		75		1,085		—		111,225
Consumer and other loans		7,581		—		—		—		7,581
Total	$	915,590	$	1,959	$	2,974	$	—	$	920,523

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Notes to Consolidated Financial Statements (Unaudited)

Note 4. Allowance for Credit Losses

The following tables present, as of and during the periods ended June 30, 2023, December 31, 2022 and June 30, 2022, the activity in the Allowance for Credit Losses on Loans ("ACLL") by portfolio, and information about individually evaluated and collectively evaluated loans (in thousands):

	June 30, 2023
	Construction and Land Development			Secured by 1-4 Family Residential		Other Real Estate			Commercial and Industrial			Consumer and Other Loans			Total
Allowance for credit losses:
Beginning Balance, December 31, 2022	$	546		$	1,108	$	3,609		$	1,874		$	309		$	7,446
Adjustment to allowance for adoption of ASU 2016-13		(313	)		1,409		1,702			(387	)		(225	)		2,186
Charge-offs		—			—		—			(877	)		(208	)		(1,085	)
Recoveries		1			9		13			144			99			266
Provision for (recovery of) credit losses		68			77		(80	)		(137	)		117			45
Ending Balance, June 30, 2023	$	302		$	2,603	$	5,244		$	617		$	92		$	8,858
Ending Balance:
Individually evaluated		—			—		—			—			—			—
Collectively evaluated		302			2,603		5,244			617			92			8,858
Loans:
Ending Balance	$	49,282		$	337,601	$	421,970		$	112,803		$	8,538		$	930,194
Individually evaluated		40			567		70			—			—			677
Collectively evaluated		49,242			337,034		421,900			112,803			8,538			929,517

	December 31, 2022
	Construction and Land Development		Secured by 1-4 Family Residential			Other Real Estate		Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2021	$	345	$	1,077		$	3,230	$	718		$	340		$	5,710
Charge-offs		—		(6	)		—		(32	)		(491	)		(529	)
Recoveries		10		19			15		145			226			415
Provision for (recovery of) loan losses		191		18			364		1,043			234			1,850
Ending Balance, December 31, 2022	$	546	$	1,108		$	3,609	$	1,874		$	309		$	7,446
Ending Balance:
Individually evaluated for impairment		—		—			—		888			—			888
Collectively evaluated for impairment		546		1,108			3,609		986			309			6,558
Loans:
Ending Balance	$	51,840	$	331,421		$	418,456	$	111,225		$	7,581		$	920,523
Individually evaluated for impairment		1,045		530			13		1,085			—			2,673
Collectively evaluated for impairment		50,795		330,891			418,443		110,140			7,581			917,850

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Notes to Consolidated Financial Statements (Unaudited)

	June 30, 2022
	Construction and Land Development			Secured by 1-4 Family Residential			Other Real Estate		Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2021	$	345		$	1,077		$	3,230	$	718		$	340		$	5,710
Charge-offs		—			(5	)		—		(8	)		(200	)		(213	)
Recoveries		7			10			4		146			138			305
(Recovery of) provision for loan losses		(9	)		(40	)		334		20			95			400
Ending Balance, June 30, 2022	$	343		$	1,042		$	3,568	$	876		$	373		$	6,202
Ending Balance:
Individually evaluated for impairment		—			—			—		—			—			—
Collectively evaluated for impairment		343			1,042			3,568		876			373			6,202
Loans:
Ending Balance	$	49,118		$	312,083		$	401,037	$	109,548		$	8,303		$	880,089
Individually evaluated for impairment		—			420			22		—			—			442
Collectively evaluated for impairment		49,118			311,663			401,015		109,548			8,303			879,647

Nonaccrual loans

The following is a summary of the Company's nonaccrual loans by major categories for the periods indicated (in thousands):

	CECL						Incurred Loss
	June 30, 2023						December 31, 2022
	Nonaccrual Loans with No Allowance		Nonaccrual loans with an Allowance		Total Nonaccrual Loans		Nonaccrual Loans
Real estate loans:
Construction and land development	$	40	$	—	$	40	$	1,045
Secured by 1-4 family residential		567		—		567		530
Other real estate loans		70		—		70		13
Commercial and industrial		—		—		—		1,085
Total	$	677	$	—	$	677	$	2,673

Prior to the adoption of ASU 2016-13, loans were considered impaired when, based on current information and events, it was probable the Company would be unable to collect all amounts due in accordance with the original contractual terms of the loan agreements. Impaired loans included loans on nonaccrual status and accruing troubled debt restructurings. When determining if the Company would be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement, the Company considered the borrower's capacity to pay, which included such factors as the borrower's current financial statements, an analysis of global cash flow sufficient to pay all debt obligations and an evaluation of secondary sources of repayment, such as guarantor support and collateral value. The Company individually assessed for impairment all nonaccrual loans and troubled debt restructurings. The tables below include information on all loans deemed impaired. Interest payments on impaired loans were typically applied to principal unless collectability of the principal amount was reasonably assured, in which case interest was recognized on a cash basis.

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Notes to Consolidated Financial Statements (Unaudited)

Impaired loans and the related allowance as of and for the periods ended December 31, 2022 and June 30, 2022, were as follows (in thousands):

	December 31, 2022
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	2,412	$	1,045	$	—	$	1,045	$	—	$	30	$	75
Secured by 1-4 family residential		680		530		—		530		—		580		11
Other real estate loans		26		13		—		13		—		22		—
Commercial and industrial		1,084		—		1,085		1,085		888		650		40
Total	$	4,202	$	1,588	$	1,085	$	2,673	$	888	$	1,282	$	126

	June 30, 2022
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Secured by 1-4 family residential	$	552	$	420	$	—	$	420	$	—	$	650	$	—
Other real estate loans		34		22		—		22		—		26		—
Commercial and industrial		—		—		—		—		—		1,241		—
Total	$	586	$	442	$	—	$	442	$	—	$	1,917	$	—

The “Recorded Investment” amounts in the table above represent the outstanding principal balance on each loan represented in the table. The “Unpaid Principal Balance” represents the outstanding principal balance on each loan represented in the table plus any amounts that have been charged off on each loan and/or payments that have been applied towards principal on non-accrual loans. Only loan classes with balances are included in the tables above.

As of December 31, 2022 and June 30, 2022, loans classified as troubled debt restructurings (TDRs) and included in impaired loans in the disclosure above totaled $101 thousand and $116 thousand, respectively. At December 31, 2022 and June 30, 2022, none of the loans classified as TDRs were performing under the restructured terms and all were considered non-performing assets. Modified terms under TDRs included rate reductions, extension of terms that are considered to be below market, conversion to interest only, and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.

For the six months ended June 30, 2023 and 2022, there were no TDRs that subsequently defaulted within twelve months of the loan modification. Management defines default as over ninety days past due or the foreclosure and repossession of the collateral or charge-off of the loan during the twelve month period subsequent to the modification.

Collateral-Dependent Loans

The Company may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The Company reevaluates the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:

•

Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.

	•	Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.
	•	Home equity lines of credit are generally secured by second mortgages on residential real estate property.
	•	Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.

The following table presents the amortized cost of collateral-dependent loans (in thousands):

	June 30, 2023
(Dollars in thousands)	Real Estate Secured		Non-Real Estate Secured		Total Collateral-Dependent Loans
Real estate loans:
Construction and land development	$	40	$	—	$	40
Secured by 1-4 family residential		567		—		567
Other real estate loans		70		—		70
Total	$	677	$	—	$	677

At June 30, 2023, there was no allowance for credit losses on collateral-dependent loans.

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Notes to Consolidated Financial Statements (Unaudited)

Modifications Made to Borrowers Experiencing Financial Difficulty

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the real estate loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, and interest rate reduction.

The following table shows the amortized cost basis as of June 30, 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of loans and type of concession granted and describes the financial effect of the modifications made to borrowers experiencing financial difficulty:

	Term Extension
(Dollars in thousands)	Amortized Cost Basis		% of Total Loan Type			Financial Effect
Real estate loans:
Construction and land development	$	—		0.00	%
Secured by 1-4 family residential		70		0.02	%	Converted HELOC to 15 year term loan.
Other real estate loans		—		0.00	%
Commercial and industrial		—		0.00	%
Total	$	70		0.02	%

	Principal Forgiveness
(Dollars in thousands)	Amortized Cost Basis		% of Total Loan Type			Financial Effect
Real estate loans:
Construction and land development	$	—		0.00	%
Secured by 1-4 family residential		18		0.01	%	Reduced the amortized cost basis of the loan by $29 thousand.
Other real estate loans		—		0.00	%
Commercial and industrial		—		0.00	%
Total	$	18		0.01	%

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. For the six months ended June 30, 2023 and 2022, there were no payment defaults of modified loans that were modified during the previous twelve months.

Unfunded Commitments

The Company maintains a separate reserve for credit losses on off-balance-sheet credit exposures, including unfunded loan commitments, which is included in other liabilities on the consolidated balance sheet. The reserve for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit losses in the income statement. 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, utilizing the same models and approaches for the Company's other loan portfolio segments described in Note 1, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The Company has identified the unfunded portion of certain lines of credit as unconditionally cancellable credit exposures, meaning the Company can cancel the unfunded commitment at any time. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that may be drawn prior to the cancellation of the arrangement.

On January 1, 2023, the Company recorded an adjustment for unfunded commitments of $153 thousand for the adoption of ASC Topic 326. For the three months ended June 30, 2023, the Company recorded a provision for credit losses for unfunded commitments of $44 thousand. At June 30, 2023, the liability for credit losses on off-balance-sheet exposures included in other liabilities was $197 thousand.

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Note 5. Earnings per Common Share

Basic earnings per common share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

The following table presents the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 (dollars in thousands, except per share data):

	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
(Numerator):
Net income	$	3,505	$	3,835	$	7,354	$	7,564
(Denominator):
Weighted average shares outstanding – basic		6,269,668		6,250,329		6,271,779		6,244,682
Potentially dilutive common shares – restricted stock units		7,493		7,149		7,348		5,991
Weighted average shares outstanding – diluted		6,277,161		6,257,478		6,279,127		6,250,673
Income per common share
Basic	$	0.56	$	0.61	$	1.17	$	1.21
Diluted	$	0.56	$	0.61	$	1.17	$	1.21

Restricted stock units for 603 shares of common stock were not considered in computing diluted earnings per share for the three and six months ended June 30, 2023 because they were antidilutive. There were no antidilutive shares of common stock for the three and six months ended June 30, 2022.

Note 6. Fair Value Measurements

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurement and Disclosures” topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. 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, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups its assets and liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 -

Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 -

Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 -

Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires a significant management judgment or estimation.

An instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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

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).

Derivative asset/liability - cash flow hedges

Cash flow hedges are recorded at fair value on a recurring basis. The fair value of the Company's cash flow hedges is determined by a third party vendor using the discounted cash flow method (Level 2).

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Notes to Consolidated Financial Statements (Unaudited)

The following tables present the balances of assets measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 (in thousands).

			Fair Value Measurements at June 30, 2023
Description	Balance as of June 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Securities available for sale
U.S. Treasury securities	$	11,243	$	—	$	11,243	$	—
U.S. agency and mortgage-backed securities		90,043		—		90,043		—
Obligations of states and political subdivisions		55,459		—		55,459		—
Total securities available for sale	$	156,745	$	—	$	156,745	$	—
Derivatives - cash flow hedges		2,528		—		2,528		—
Total assets	$	159,273	$	—	$	159,273	$	—

			Fair Value Measurements at December 31, 2022
Description	Balance as of December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Securities available for sale
U.S. Treasury securities	$	11,229	$	—	$	11,229	$	—
U.S. agency and mortgage-backed securities		96,918		—		96,918		—
Obligations of states and political subdivisions		54,760		—		54,760		—
Total securities available for sale	$	162,907	$	—	$	162,907	$	—
Derivatives - cash flow hedges		2,679		—		2,679		—
Total assets	$	165,586	$	—	$	165,586	$	—

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

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

Collateral Dependent Loans with an ACLL

In accordance with ASC 326, the Company may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. There was no allowance for credit losses on collateral dependent loans at June 30, 2023.

Other Real Estate Owned

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. If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level 3 estimates. If the Company markets the property with a realtor, estimated selling costs reduce the fair value, resulting in a valuation based on Level 3 inputs.

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Notes to Consolidated Financial Statements (Unaudited)

The following tables summarize the Company’s assets that were measured at fair value on a nonrecurring basis during the periods (dollars in thousands):

			Fair Value Measurements at June 30, 2023
Description	Balance as of June 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other real estate owned	$	45	$	—	$	—	$	45
Collateral dependent loans		677		—		—		677

			Fair Value Measurements at December 31, 2022
Description	Balance as of December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other real estate owned	$	184	$	—	$	—	$	184
Impaired loans, net		197		—		—		197

	Quantitative information about Level 3 Fair Value Measurements for June 30, 2023
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
Other real estate owned	$	45	Property appraisals	Selling cost		10.00	%
Collateral dependent loans	$	677	Property appraisals	Selling cost		6.00	%

	Quantitative information about Level 3 Fair Value Measurements for December 31, 2022
	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
Other real estate owned	$	184	Property appraisals	Selling cost		10.00	%
Impaired loans, net		197	Present value of cash flows	Discount rate		6.50	%

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

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Notes to Consolidated Financial Statements (Unaudited)

Accounting guidance requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The carrying values and estimated fair values of the Company’s financial instruments at June 30, 2023 and December 31, 2022 are as follows (in thousands):

			Fair Value Measurements at June 30, 2023 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and interest-bearing deposits in banks	$	72,076	$	72,076	$	—	$	—	$	72,076
Securities available for sale		156,745		—		156,745		—		156,745
Securities held to maturity		151,677		—		139,849		—		139,849
Restricted securities		1,803		—		1,803		—		1,803
Loans, net		921,336		—		—		889,096		889,096
Bank owned life insurance		24,559		—		24,559		—		24,559
Accrued interest receivable		4,248		—		4,248		—		4,248
Derivatives - cash flow hedges		2,528		—		2,528		—		2,528
Financial Liabilities
Deposits	$	1,242,368	$	—		1,066,142		171,491	$	1,237,633
Subordinated debt		4,996		—		—		5,250		5,250
Junior subordinated debt		9,279		—		—		5,654		5,654
Accrued interest payable		481		—		481		—		481

			Fair Value Measurements at December 31, 2022 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and interest-bearing deposits in banks	$	66,914	$	66,914	$	—	$	—	$	66,914
Securities available for sale		162,907		—		162,907		—		162,907
Securities held to maturity		153,158		—		141,797		—		141,797
Restricted securities		1,908		—		1,908		—		1,908
Loans, net		913,077		—		—		880,473		880,473
Bank owned life insurance		24,531		—		24,531		—		24,531
Accrued interest receivable		4,543		—		4,543		—		4,543
Derivatives - cash flow hedges		2,679		—		2,679		—		2,679
Financial Liabilities
Deposits	$	1,241,332	$	—	$	1,104,483	$	131,304	$	1,235,787
Subordinated debt		4,995		—		—		5,267		5,267
Junior subordinated debt		9,279		—		—		6,067		6,067
Accrued interest payable		163		—		163		—		163

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Notes to Consolidated Financial Statements (Unaudited)

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Note 7. Stock Compensation Plans

On May 10, 2023, the Company’s shareholders approved the First National Corporation 2023 Stock Incentive Plan, which replaced the 2014 Stock Incentive Plan and makes available up to 325,000 shares of common stock for the granting of stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other stock-based awards. Beginning on May 11, 2023, new equity awards granted by the Company are from the 2023 Stock Incentive Plan and not from the 2014 Stock Incentive Plan. Awards are made at the discretion of the Board of Directors and compensation cost equal to the fair value of the award is recognized over the vesting period.

Stock Awards

Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of employer stock. Stock awards may be made by the Company at its discretion without cash consideration and may be granted as settlement of a performance-based compensation award.

Compensation expense related to stock awards totaled $0 thousand and $200 thousand for the three months and six months ended June 30, 2023, respectively. Compensation expense related to stock awards totaled $0 thousand and $351 thousand for the three months and six months ended June 30, 2022, respectively.

Restricted Stock Units

Restricted stock units are an award of units that correspond in number and value to a specified number of shares of employer stock which the recipient receives according to a vesting plan and distribution schedule after achieving required performance milestones or upon remaining with the employer for a particular length of time. Each restricted stock unit that vests entitles the recipient to receive one share of common stock on a specified issuance date.

During the first quarter of 2023, 13,727 restricted stock units were granted to employees, with 4,580 units vesting immediately, and 9,147 units subject to a two year vesting schedule with one half of the units vesting each year. During the second quarter of 2023, 10,000 restricted stock units were granted to employees, with 4,000 units vesting in February 2025, and 6,000 units subject to a three-year vesting schedule beginning in February 2026 with one third of the units vesting each year. The recipient does not have any stockholder rights, including voting, dividend, or liquidation rights, with respect to the shares underlying awarded restricted stock units until vesting has occurred and the recipient becomes the record holder of those shares. The unvested restricted stock units will vest on the established schedule if the employees remain employed by the Company on future vesting dates.

A summary of the activity for the Company’s restricted stock units for the period indicated is presented in the following table:

	Six Months Ended
	June 30, 2023
	Shares			Weighted Average Grant Date Fair Value
Unvested, beginning of year		29,181		$	20.31
Granted		23,727			16.56
Vested		(11,401	)		19.20
Forfeited		—			—
Unvested, end of period		41,507		$	20.31

At June 30, 2023, based on restricted stock unit awards outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested restricted stock unit awards was $494 thousand. This expense is expected to be recognized through 2028. Compensation expense related to restricted stock unit awards recognized for the three months ended June 30, 2023 and 2022 totaled $69 thousand and $56 thousand, respectively. Compensation expense related to restricted stock unit awards recognized for the six months ended June 30, 2023 and 2022 totaled $207 thousand and $190 thousand, respectively.

On May 11, 2023, the Company’s shareholders approved the First National Corporation 2023 Stock Incentive Plan, which makes available up to 325,000 shares of common stock for the granting of stock options, restricted stock awards, stock appreciation rights, and other stock-based awards. Awards are made at the discretion of the Board of Directors and compensation cost is equal to the fair value of the award and recognized over the vesting period.

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Notes to Consolidated Financial Statements (Unaudited)

Note 8. Accumulated Other Comprehensive Income (Loss)

Changes in each component of accumulated other comprehensive income (loss) were as follows (in thousands):

	Net Unrealized Gains (Losses) on Securities			Change in Fair Value of Cash Flow Hedges		Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2022	$	(14,688	)	$	1,296	$	(13,392	)
Unrealized holding losses (net of tax, ($2,595))		(9,762	)		—		(9,762	)
Change in fair value of cash flow hedge (net of tax, $120)		—			452		452
Change during period		(9,762	)		452		(9,310	)
Balance at June 30, 2022	$	(24,450	)	$	1,748	$	(22,702	)
Balance at March 31, 2023	$	(22,109	)	$	1,893	$	(20,216	)
Unrealized holding losses (net of tax, ($421))		(1,579	)		—		(1,579	)
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity (net of tax of $88)		333			—		333
Change in fair value of cash flow hedge (net of tax, $29)		—			103		103
Change during period		(1,246	)		103		(1,143	)
Balance at June 30, 2023	$	(23,355	)	$	1,996	$	(21,359	)

	Net Unrealized (Losses) on Securities		Change in Fair Value of Cash Flow Hedges		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2021		$ (445)		$ 743		$ 298
Unrealized holding losses (net of tax, ($6,381))		(24,005)		—		(24,005)
Change in fair value of cash flow hedge (net of tax, $267)		—		1,005		1,005
Change during period		(24,005)		1,005		(23,000)
Balance at June 30, 2022		$ (24,450)		$ 1,748		$ (22,702)
Balance at December 31, 2022		$ (24,587)		$ 2,116		$ (22,471)
Unrealized holding losses (net of tax, $155)		583		—		583
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity (net of tax of $172)		649		—		649
Change in fair value of cash flow hedge (net of tax, ($31))		—		(120)		(120)
Change during period		1,232		(120)		1,112
Balance at June 30, 2023		$ (23,355)		$ 1,996		$ (21,359)

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Notes to Consolidated Financial Statements (Unaudited)

Note 9. Revenue Recognition

Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of ASC topic 606. Gains and losses on investment securities, derivatives, financial guarantees, and sales of financial instruments are similarly excluded from the scope. The guidance is applicable to noninterest revenue streams such as service charges on deposit accounts, ATM and check card fees, wealth management fees, and fees for other customer services. Noninterest revenue streams within the scope of Topic 606 are discussed below.

Service charges on deposit accounts

Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds 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. 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.

ATM and check card fees

ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. ATM fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Check card fees are primarily comprised of interchange fee income. Interchange fees are earned whenever the Company's debit cards are processed through card payment networks, such as Visa. The Company's performance obligation for interchange fee income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Wealth management fees

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company's performance obligation is generally satisfied over time and the resulting fees are primarily 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. Estate management fees are based upon the size of the estate. Revenue for estate management fees are recorded periodically, according to a fee schedule, and are based on the services that have been provided.

Brokered mortgage fees

Brokered mortgage fees are comprised of loan fee income earned from generating loans in the secondary market. Brokered mortgage fee income is recognized at loan closing.

Fees for other customer services

Fees for other customer services include fees for brokered loans, check ordering charges, merchant services income, safe deposit box rental fees, and other service charges. Check ordering charges are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Merchant services income mainly represent fees charged to merchants to process their debit and credit card transactions. The Company's performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. 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.

The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Accounting Standards Codification Topic 606, for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Noninterest Income
Service charges on deposit accounts	$	683	$	698	$	1,329	$	1,307
ATM and check card fees		848		797		1,648		1,547
Wealth management fees		749		760		1,525		1,563
Brokered mortgage fees		35		58		35		152
Fees for other customer services		220		188		416		421
Noninterest income (in-scope of Topic 606)	$	2,535	$	2,501	$	4,953	$	4,990
Noninterest income (out-of-scope of Topic 606)		349		279		709		501
Total noninterest income	$	2,884	$	2,780	$	5,662	$	5,491

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Notes to Consolidated Financial Statements (Unaudited)

Note 10. Derivative Financial Instruments

On April 21, 2020, the Company entered into two interest rate swap agreements related to its outstanding junior subordinated debt. One swap agreement was related to the Company’s junior subordinated debt with a redemption date of June 17, 2034, which became effective on March 17, 2020. The notional amount of the interest rate swap was $5.0 million and terminates on June 17, 2034. Under the terms of the agreement, the Company pays interest quarterly at a fixed rate of 0.79% and receives interest quarterly at a variable rate of three-month CME Term SOFR plus 0.26161%. The variable rate resets on each interest payment date. The other swap agreement was related to the Company’s junior subordinated debt with a redemption date of October 1, 2036, which became effective on April 1, 2020. The notional amount of the interest rate swap was $4.0 million and terminates on October 1, 2036. Under the terms of the agreement, the Company pays interest quarterly at a fixed rate of 0.82% and receives interest quarterly at a variable rate of the three-month CME Group Term Secured Overnight Financing Rate ("CME Term SOFR") plus 0.26161%. The variable rate resets on each interest payment date. The Company’s junior subordinated debt instruments transitioned from a LIBOR-indexed floating rate of interest to a Secured Overnight Financing Rate ("SOFR") indexed floating rate on July 3, 2023.

The Company entered into interest rate swaps to reduce interest rate risk and to manage interest expense. By entering into these agreements, the Company converted variable rate debt into fixed rate debt. Alternatively, the Company may enter into interest rate swap agreements to convert fixed rate debt into variable rate debt. Interest differentials paid or received under interest rate swap agreements are reflected as adjustments to interest expense. The Company designated the interest rate swaps as hedging instruments in qualifying cash flow hedges. Changes in fair value of these designated hedging instruments is reported as a component of other comprehensive (loss) income. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable rate interest payments, and the Company assesses the effectiveness of each hedging relationship quarterly. If the Company determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported as earnings. As of June 30, 2023, the Company has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings for periods that end between June 2034 and October 2036. The notional amounts of the interest rate swaps were not exchanged and do not represent exposure to credit loss. In the event of default by a counterparty, the risk in these transactions is the cost of replacing the agreements at current market rates.

All interest rate swaps were entered into with counterparties that met the Company's credit standards and the agreements contain collateral provisions protecting the at-risk party. The Company believes that the credit risk inherent in these derivative contracts is not significant.

Unrealized gains or losses recorded in other comprehensive (loss) income related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive (loss) income is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings. Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense. The Company does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months.

The following table summarizes key elements of the Company's derivative instruments at June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023
	Notional Amount		Assets		Liabilities		Collateral Pledged(1)
Cash Flow Hedges
Interest rate swap contracts	$	9,000	$	2,528	$	—	$	—

	December 31, 2022
	Notional Amount		Assets		Liabilities		Collateral Pledged(1)
Cash Flow Hedges
Interest rate swap contracts	$	9,000	$	2,679	$	—	$	—

(1)	Collateral pledged may be comprised of cash or securities.

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

Cautionary Statement Regarding Forward-Looking Statements

First National Corporation (the Company) makes forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding profitability, liquidity, adequacy of capital, allowance for credit losses, interest rate sensitivity, market risk, growth strategy. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

•

general business conditions, as well as conditions within the financial markets;

•

general economic conditions, including unemployment levels, inflation and slowdowns in economic growth;

•

the Company’s branch and market expansions, technology initiatives and other strategic initiatives;

•

the impact of competition from banks and non-banks, including financial technology companies (Fintech);

•

the composition of the loan and deposit portfolio, including the types of accounts and customers, may change, which could impact the amount of net interest income and noninterest income in future periods, including revenue from service charges on deposits;

•

limited availability of financing or inability to raise capital;

•

reliance on third parties for key services;

•

the Company’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses;

	•	the quality of the loan portfolio and the value of the collateral securing those loans;
	•	demand for loan products;
	•	deposit flows;

•

the level of net charge-offs on loans and the adequacy of the allowance for loan losses;

•

the concentration in loans secured by real estate may adversely affect earnings due to changes in the real estate markets;

•

the value of securities held in the Company's investment portfolio;

•

legislative or regulatory changes or actions, including the effects of changes in tax laws;

•

changes in accounting principles, policies and guidelines and elections made by the Company thereunder;

•

cyber threats, attacks or events;

•

the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or the industry's reputation were to become damaged;

•

monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board, and the effect of those policies on interest rates and business in the Company's markets;

	•	changes in interest rates could have a negative impact on the value of the Company’s securities portfolio and its net interest income and an unfavorable impact on the Company’s customers’ ability to repay loans;
	•	geopolitical conditions, including acts or threats of terrorism, international hostilities, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the U.S. and abroad; and

•

other factors identified in Item 1A. Risk Factors of the Company’s Form 10-K for the year ending December 31, 2022.

Because of these and other uncertainties, actual results may be materially different from the results indicated by these forward-looking statements. In addition, past results of operations do not necessarily indicate future results. The following discussion and analysis of the financial condition at June 30, 2023 and statements of income of the Company for the three and six months ended June 30, 2023 and 2022 should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 1, of this Form 10-Q and in Part II, Item 8, of the Form 10-K for the period ending December 31, 2022. The statements of income for the three and six months ended June 30, 2023 may not be indicative of the results to be achieved for the year.

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Executive Overview

The Company

First National Corporation (the Company) is the bank holding company of:

•

First Bank (the Bank). The Bank owns:

•

First Bank Financial Services, Inc.

	•	Bank of Fincastle Services, Inc.
	•	ESF, LLC
	•	Shen-Valley Land Holdings, LLC

•

First National (VA) Statutory Trust II (Trust II)

•

First National (VA) Statutory Trust III (Trust III and, together with Trust II, the Trusts)

First Bank Financial Services, Inc. owns an interest in an entity that provides title insurance services. Bank of Fincastle Services, Inc. is no longer an active operating entity. Shen-Valley Land Holdings, LLC and ESF, LLC were formed to hold other real estate owned and future office sites. The Trusts were formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities and are not included in the Company’s consolidated financial statements in accordance with authoritative accounting guidance because management has determined that the Trusts qualify as variable interest entities.

Products, Services, Customers and Locations

The Bank offers loan, deposit, and wealth management products and services. Loan products and services include consumer loans, residential mortgages, home equity loans, and commercial loans. Deposit products and services include checking accounts, treasury management solutions, savings accounts, money market accounts, certificates of deposit, and individual retirement accounts. Wealth management services include estate planning, investment management of assets, trustee under an agreement, trustee under a will, individual retirement accounts, and estate settlement. Customers include small and medium-sized businesses, individuals, estates, local governmental entities, and non-profit organizations. The Bank’s office locations are well-positioned in attractive markets along the Interstate 81, Interstate 66, and Interstate 64 corridors in the Shenandoah Valley, the Roanoke Valley, central regions of Virginia, and the city of Richmond. Within these markets, there are diverse types of industry including medical and professional services, manufacturing, retail, warehousing, Federal and local government, hospitality, and higher education. The Bank’s products and services are delivered through 20 bank branch offices, a loan production office and customer service centers in two retirement villages. For the location and general character of each of these offices, see Item 2 of the Company's Form 10-K for the year ended December 31, 2022. Many of the Bank’s services are also delivered through the Bank’s mobile banking platform, its website, www.fbvirginia.com, and a network of ATMs located throughout its market area.

Revenue Sources and Expense Factors

The primary source of revenue is from net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense and typically represents between 70% and 80% of the Company’s total revenue. Interest income is determined by the amount of interest-earning assets outstanding during the period and the interest rates earned on those assets. The Bank’s interest expense is a function of the amount of interest-bearing liabilities outstanding during the period and the interest rates paid. In addition to net interest income, noninterest income is the other source of revenue for the Company. Noninterest income is derived primarily from service charges on deposits, fee income from wealth management services, and ATM and check card fees.

Primary expense categories are salaries and employee benefits, which comprised 57% of noninterest expenses for the six months ended June 30, 2023, followed by occupancy and equipment expense, which comprised 12% of noninterest expenses. The provision for credit losses is also typically a primary expense of the Bank. The provision is determined by factors that include net charge-offs, asset quality, economic conditions, and loan growth. Changing economic conditions caused by inflation, recession, unemployment, or other factors beyond the Company’s control have a direct correlation with asset quality, net charge-offs, and ultimately the required provision for credit losses.

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Overview of Quarterly Financial Performance

Comparing the Three-Month Periods Ending June 30, 2023 and June 30, 2022

Net income decreased $330 thousand, or 9%, to $3.5 million, or $0.56 per diluted share, for the three months ended June 30, 2023, compared to $3.8 million, or $0.61 per diluted share, for the same period in 2022. Return on average assets was 1.03% and return on average equity was 12.56% for the second quarter of 2023, compared to 1.08% and 15.04%, respectively, for the same period in 2022.

The decrease in net income resulted from a $545 thousand, or 5%, decrease in net interest income, and a $240 thousand, or 3%, increase in total noninterest expense, which were partially offset by a $104 thousand, or 4%, increase in total noninterest income, and a $300 thousand decrease in the provision for credit losses.

Net interest income decreased by $545 thousand as total interest income increased by $2.4 million but was offset by a $3.0 million increase in total interest expense. Interest and fees on loans increased from both higher yields and higher average balances, while interest on deposits in banks increased solely from higher yields, as their average balances decreased compared to the same period of the prior year. The increase in interest expense was attributable to higher interest on deposits. Deposit costs increased from higher interest rates paid on deposit accounts in 2023, as well as a change in the deposit portfolio composition as interest-bearing deposits increased as a percentage of total deposits, while noninterest-bearing deposits decreased.

Noninterest expenses increased by $240 thousand and were attributable to increases in salaries and employee benefits, FDIC assessment, ATM and check card expense, legal and professional expense, and other operating expense. The increases were partially offset by a decrease in other real estate owned (OREO)

expenses, net.

Net OREO expenses decreased $260 thousand from a gain on the sale of other real estate in the second quarter of 2023.

Noninterest income increased by $104 thousand from higher ATM and check card fees, fees for other customer services, and other operating income. The increases were partially offset by lower brokered mortgage fees.

Provision for credit losses decreased by $300 thousand. For the second quarter of 2023, provision for credit losses totaled $100 thousand and was comprised of provisions for credit losses on loans, unfunded commitments, and securities held-to-maturity. For the same period of 2022, the provision for credit losses totaled $400 thousand and was attributable to loan growth.

Comparing the Six-Month Periods Ending June 30, 2023 and June 30, 2022

Net income decreased $210 thousand, or 2%, to $7.4 million, or $1.17 per diluted share, for the six months ended June 30, 2023, compared to $7.6 million, or $1.21 per diluted share, for the same period in 2022. Return on average assets was 1.09% and return on average equity was 13.39% for the six months ended June 30, 2023, compared to 1.07% and 14.16%, respectively, for the same period in 2022.

The decrease in net income was attributable primarily to a $796 thousand, or 5%, increase in noninterest expenses. The increase in expenses was partially offset by a $83 thousand increase in net interest income, a $171 thousand increase in noninterest income, and a $300 thousand decrease in the provision for credit losses.

Noninterest expenses increased by $796 thousand and were primarily attributable to increases in salaries and employee benefits, marketing, ATM and check card expenses, and other operating expenses. The increases were partially offset by a $285 thousand decrease in OREO expenses, net, which resulted from a gain on sale of OREO during the six-month period ending June 30, 2023.

Net interest income increased $83 thousand as total interest income increased $5.0 million, which was almost entirely offset by a $4.9 million increase in total interest expense. Total interest income increased from interest and fees on loans, which increased from both higher yields and higher average balances, and from interest on deposits in banks, which increased solely from higher yields, as their average balances decreased compared to the same period of the prior year. The increase in interest expense was attributable to higher interest on deposits. Deposit costs increased from higher interest rates paid on deposit accounts in 2023, as well as a change in the deposit portfolio composition as interest-bearing deposits increased as a percentage of total deposits, while noninterest-bearing deposits decreased.

Noninterest income increased by $171 thousand as a result of higher ATM and check card fees and other operating income. The increases were partially offset by lower brokered mortgage fees.

Provision for credit losses decreased by $300 thousand. For the six-month period of 2023, the provision for credit losses totaled $100 thousand and was comprised of a provision for credit losses on loans, a provision for credit losses on unfunded commitments, and a provision for credit losses on securities held-to-maturity. For the six-month period of 2022, the provision for credit losses totaled $400 thousand and was attributable to loan growth.

For a more detailed discussion of the Company's quarterly performance, see "Net Interest Income,” “Provision for Credit Losses,” "Noninterest Income," "Noninterest Expense" and "Income Taxes" below.

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Non-GAAP Financial Measures

This report refers to the efficiency ratio, which is computed by dividing noninterest expense, excluding amortization of intangibles, net gains (loss) on disposal of premises and equipment, other real estate owned (income) expense, net, and merger related expenses, by the sum of net interest income on a tax-equivalent basis and noninterest income, excluding securities gains. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. Such information is not prepared in accordance with GAAP and should not be construed as such. Management believes, however, such financial information is meaningful to the reader in understanding operating performance, but cautions that such information not be viewed as a substitute for GAAP. The methodology for determining this measurement may differ among companies. The Company, in referring to its net income, is referring to income under GAAP. The components of the efficiency ratio calculation are summarized in the following table (dollars in thousands).

	Efficiency Ratio
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Noninterest expense	$	9,158		$	8,918		$	18,358		$	17,562
Add/(Subtract): other real estate owned (income) expense, net		219			(41	)		216			(69	)
Subtract: amortization of intangibles		(4	)		(5	)		(9	)		(9	)
Subtract: loss on disposal of premises and equipment, net		—			—			—			(2	)
Subtract: merger related expenses		—			—			—			(20	)
	$	9,373		$	8,872		$	18,565		$	17,462
Tax-equivalent net interest income	$	10,826		$	11,372		$	22,084		$	22,008
Noninterest income		2,884			2,780			5,662			5,491
	$	13,710		$	14,152		$	27,746		$	27,499
Efficiency ratio		68.37	%		62.69	%		66.91	%		63.50	%

This report also refers to net interest margin, which is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for both 2023 and 2022 is 21%. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below (in thousands).

	Reconciliation of Net Interest Income to Tax-Equivalent Net Interest Income
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
GAAP measures:
Interest income – loans	$	11,886		$	9,963		$	23,398		$	19,459
Interest income – investments and other		2,400			1,876			4,416			3,404
Interest expense – deposits		(3,402	)		(413	)		(5,618	)		(753	)
Interest expense – subordinated debt		(69	)		(69	)		(138	)		(138	)
Interest expense – junior subordinated debt		(67	)		(67	)		(134	)		(134	)
Interest expense – other borrowings		(3	)		—			(3	)		—
Total net interest income	$	10,745		$	11,290		$	21,921		$	21,838
Non-GAAP measures:
Tax benefit realized on non-taxable interest income – loans	$	—		$	—		$	—		$	7
Tax benefit realized on non-taxable interest income – municipal securities		81			82			163			163
Total tax benefit realized on non-taxable interest income	$	81		$	82		$	163		$	170
Total tax-equivalent net interest income	$	10,826		$	11,372		$	22,084		$	22,008

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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 evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. The Company provides additional information on its critical accounting policies and estimates under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in its 2022 Form 10-K and in Note 1 “Significant Accounting Policies and Estimates” in Part I, Item 1 of this Quarterly Report.

Lending Policies

There have been no material changes in the Company’s lending policies disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022.

Results of Operations

General

Net interest income represents the primary source of earnings for the Company. Net interest income equals the amount by which interest income on interest-earning assets, predominantly loans and securities, exceeds interest expense on interest-bearing liabilities, including deposits, other borrowings, subordinated debt, and junior subordinated debt. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, are the components that impact the level of net interest income. The net interest margin is calculated by dividing tax-equivalent net interest income by average earning assets. The provision for credit losses, noninterest income, and noninterest expense are the other components that determine net income. Noninterest income and expense primarily consist of income from service charges on deposit accounts, revenue from wealth management services, ATM and check card income, revenue from other customer services, income from bank owned life insurance, general and administrative expenses, amortization expense, and other real estate owned expense.

Net Income

Three Month Period Ended June 30, 2023

Six Month Period Ended June 30, 2023

The decrease in net income was attributable to a $796 thousand, or 5%, increase in noninterest expenses. The increase in expenses was partially offset by a $83 thousand increase in net interest income, a $171 thousand increase in noninterest income, and a $300 thousand decrease in the provision for credit losses.

Net Interest Income

Three Month Period Ended June 30, 2023

Net interest income decreased by $545 thousand as total interest income increased by $2.4 million, which was offset by a $3.0 million increase in total interest expense. Although both interest income and interest expense increased as a result of the higher interest rate environment in 2023, interest expenses increased more than interest income, comparing the second quarter of 2023 with the same period of the prior year.

Total interest income increased primarily from interest and fees on loans, which resulted from both higher yields and higher average balances, while interest on deposits in banks increased solely from higher yields, as their average balances decreased compared to the same period of the prior year. The yield on loans increased by 51 basis points to 5.17% and the average balance of loans increased to 72% of average earning assets compared to 64% for the same period one year ago. The yield on interest-bearing deposits in banks increased by 454 basis points to 5.36%, while the average balance decreased to 4% of average earning assets, compared to 9% for the same period of the prior year.

Accretion of PPP income, net of costs, and accretion of discounts on purchased loans, net of premiums, were included in interest and fees on loans. There was no accretion of PPP income in the second quarter of 2023, compared to $35 thousand for the same period of 2022. Net accretion of discounts on purchased loans totaled $194 thousand in the second quarter of 2023 compared to $351 thousand for the second quarter of 2022.

The increase in interest expense was attributable to higher interest on deposits. Deposit costs increased from higher interest rates paid on deposit accounts in 2023, as well as a change in the deposit portfolio composition, as interest-bearing deposits increased as a percentage of total deposits, while noninterest-bearing deposits decreased. Additionally, within the interest-bearing deposit portfolio, higher cost time deposit balances and money market balances increased, while lower cost checking and savings balances decreased. The cost of interest-bearing deposits increased by 143 basis points to 1.62% and the average balance of interest-bearing deposits increased to 68% of total average deposits for the second quarter of 2023, compared to 67% of total average deposits for the same period of the prior year. Average time deposits increased to 13% of total average deposits, compared to 11% of total average deposits for the same period of the prior year. The total cost of deposits increased to 1.14% for the current period compared to 0.17% for the same period of the prior year.

Six Month Period Ended June 30, 2023

Net interest income increased $83 thousand as total interest income increased $5.0 million and was almost entirely offset by a $4.9 million increase in total interest expense. Interest income and interest expenses increased as a result of the higher interest rate environment in 2023, and the increase in interest income was almost entirely offset by the increase in interest expense, comparing the six-month period of 2023 with the same period of the prior year.

Total interest income increased from interest and fees on loans and from interest on deposits in banks. Interest and fees on loans increased from higher yields and higher average balances. Interest on deposits in banks increased solely from higher yields, as their average balances decreased compared to the same period of the prior year. The yield on loans increased by 47 basis points to 5.13% and the average balance increased to 72% of total average earning assets, compared to 64% for the same period of the prior year. The yield on interest-bearing deposits in banks increased by 439 basis points to 4.82%, while the average balance decreased to 4% of average earning assets, compared to 11% for the same period of the prior year.

Accretion of PPP income, net of costs, and accretion of discounts on purchased loans, net of premiums, were included in interest and fees on loans. There was no accretion of PPP income for the six months ended June 30, 2023, compared to $358 thousand for the same period of 2022. Net accretion of discounts on purchased loans totaled $339 thousand for the six-month period ended June 30, 2023, compared to $718 thousand for the same period of 2022.

The increase in interest expense was attributable to higher interest rates paid on customer deposits and a change in the deposit portfolio composition. Total average deposits decreased as average interest-bearing deposits decreased by $51.5 million and average noninterest-bearing deposits decreased by $15.6 million. The composition of the deposit portfolio changed and contributed to the higher cost as time deposits increased to 19% of total average interest-bearing deposits, compared to 16% for the same period of the prior year, while all other deposit categories decreased. The cost of interest-bearing deposits increased by 120 basis points to 1.37% for the current period, compared to 0.17% for the same period of the prior year. The total cost of deposits increased to 0.95% for the current period compared to 0.16% for the same period of the prior year.

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The following tables show interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated (dollars in thousands):

Average Balances, Income and Expenses, Yields and Rates (Taxable Equivalent Basis)

	Three Months Ended
	June 30, 2023								June 30, 2022
	Average Balance			Interest Income/Expense		Yield/Rate			Average Balance			Interest Income/Expense		Yield/Rate
Assets
Securities:
Taxable	$	255,076		$	1,306		2.05	%	$	296,318		$	1,295		1.75	%
Tax-exempt ⁽¹⁾		54,193			388		2.87	%		55,908			391		2.81	%
Restricted		1,803			28		6.06	%		1,908			21		4.48	%
Total securities	$	311,072		$	1,722		2.22	%	$	354,134		$	1,707		1.93	%
Loans: ⁽²⁾
Taxable	$	922,957		$	11,886		5.17	%	$	858,045		$	9,963		4.66	%
Tax-exempt ⁽¹⁾		—			—		—			0			0		0.00	%
Total loans	$	922,957		$	11,886		5.17	%	$	858,045		$	9,963		4.66	%
Federal funds sold		—			—		—			—			—		—
Interest-bearing deposits with other institutions		56,799			759		5.36	%		122,797			251		0.82	%
Total earning assets	$	1,290,828		$	14,367		4.46	%	$	1,334,976		$	11,921		3.58	%
Less: allowance for credit losses on loans		(8,788	)							(5,845	)
Total non-earning assets		90,741								90,747
Total assets	$	1,372,781							$	1,419,878
Liabilities and Shareholders’ Equity
Interest bearing deposits:
Checking	$	269,560		$	1,117		1.66	%	$	300,473		$	157		0.21	%
Regular savings		178,815			55		0.12	%		209,513			26		0.05	%
Money market accounts		224,833			1,286		2.29	%		220,182			75		0.14	%
Time deposits		166,728			944		2.27	%		137,924			155		0.45	%
Total interest-bearing deposits	$	839,936		$	3,402		1.62	%	$	868,092		$	413		0.19	%
Federal funds purchased		—			—		—	%		2			—		0.00	%
Subordinated debt		4,996			69		5.56	%		4,994			69		5.56	%
Junior subordinated debt		9,279			67		2.88	%		9,279			67		2.91	%
Other borrowings		—			3		0.00	%		—			—		—	%
Total interest-bearing liabilities	$	854,211		$	3,541		1.66	%	$	882,367		$	549		0.25	%
Non-interest bearing liabilities
Demand deposits		402,488								431,995
Other liabilities		4,165								3,247
Total liabilities	$	1,260,864							$	1,317,609
Shareholders’ equity		111,917								102,269
Total liabilities and Shareholders’ equity	$	1,372,781							$	1,419,878
Net interest income				$	10,826							$	11,372
Interest rate spread							2.80	%							3.33	%
Cost of funds							1.13	%							0.17	%
Interest expense as a percent of average earning assets							1.10	%							0.16	%
Net interest margin							3.36	%							3.42	%

(1)	Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21%. The tax-equivalent adjustment was $81 and $82 thousand for the three months ended June 30, 2023 and 2022, respectively.

(2)	Loans on non-accrual status are reflected in the balances.

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	Six Months Ended
	June 30, 2023								June 30, 2022
	Average Balance			Interest Income/Expense		Yield/Rate			Average Balance			Interest Income/Expense		Yield/Rate
Assets
Securities:
Taxable	$	257,419		$	2,645		2.07	%	$	257,529		$	2,427		1.90	%
Tax-exempt⁽¹⁾		54,548			776		2.87	%		58,647			777		2.67	%
Restricted		1,854			55		5.95	%		1,867			42		4.60	%
Total securities	$	313,821		$	3,476		2.23	%	$	318,043		$	3,246		2.06	%
Loans: ⁽²⁾
Taxable	$	919,430		$	23,398		5.13	%	$	841,608		$	19,439		4.66	%
Tax-exempt ⁽¹⁾		—			—		0.00	%		1,106			27		4.49	%
Total loans	$	919,430		$	23,398		5.13	%	$	842,714		$	19,466		4.66	%
Federal funds sold		—			—		—			—			—		0.00	%
Interest-bearing deposits with other institutions		46,106			1,103		4.82	%		150,222			321		0.43	%
Total earning assets	$	1,279,357		$	27,977		4.41	%	$	1,310,979		$	23,033		3.54	%
Less: allowance for credit losses on loans		(9,159	)							(5,806	)
Total non-earning assets		92,328								120,409
Total assets	$	1,362,526							$	1,425,582
Liabilities and Shareholders’ Equity
Interest bearing deposits:
Checking	$	273,066		$	2,059		1.52	%	$	295,005		$	256		0.17	%
Regular savings		186,739			116		0.13	%		208,163			51		0.05	%
Money market accounts		211,579			2,032		1.94	%		233,496			126		0.11	%
Time deposits		154,964			1,411		1.84	%		140,553			320		0.46	%
Total interest-bearing deposits	$	826,348		$	5,618		1.37	%	$	877,217		$	753		0.17	%
Federal funds purchased		3			—		5.16	%		2			—		0.00	%
Subordinated debt		4,996			138		5.59	%		5,708			138		4.89	%
Junior subordinated debt		9,279			134		2.89	%		9,279			134		2.91	%
Other borrowings		111			3		4.91	%		—			—		0.00	%
Total interest-bearing liabilities	$	840,737		$	5,893		1.41	%	$	892,206		$	1,025		0.23	%
Non-interest bearing liabilities
Demand deposits		406,153								421,785
Other liabilities		4,850								3,904
Total liabilities	$	1,251,740							$	1,317,895
Shareholders’ equity		110,786								107,686
Total liabilities and Shareholders’ equity	$	1,362,526							$	1,425,581
Net interest income				$	22,084							$	22,008
Interest rate spread							3.00	%							3.31	%
Cost of funds							0.95	%							0.16	%
Interest expense as a percent of average earning assets							0.93	%							0.16	%
Net interest margin							3.48	%							3.39	%

(1)	Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21%. The tax-equivalent adjustment was $163 and $170 thousand for the six months ended June 30, 2023 and 2022, respectively.

(2)	Loans on non-accrual status are reflected in the balances.

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Provision for Credit Losses

Three- and Six-Month Periods Ended June 30, 2023

The provision for credit losses totaled $100 thousand for the three- and six-month periods of 2023, which was comprised of a $45 thousand provision on loans, a $44 thousand provision on unfunded commitments, and an $11 thousand provision on held-to-maturity securities. The provision for credit losses on loans resulted primarily from growth of the loan portfolio. Adjustments to the qualitative factors, which were included in the allowance for credit losses on loans, were not considered necessary during the three- or six-month periods ending June 30, 2023. The provision for credit losses totaled $400 thousand for the same periods of the prior year, which also resulted primarily from growth of the loan portfolio.

Noninterest Income

Three Month Period Ended June 30, 2023

Noninterest income increased $104 thousand, or 4%, to $2.9 million for the second quarter of 2023, compared to the same period of 2022. ATM and check card fees increased $51 thousand, or 6%, fees for other customer services increased $32 thousand, or 17%, and other operating income increased $66 thousand, or 45%. These increases were partially offset by a $23 thousand, or 40%, decrease in brokered mortgage fees.

The increases in ATM and check card fees, and fees for other customer services were favorably impacted by an increase in customer transactions. The increase in other operating income was a result of income earned from an investment in a small business investment company partnership in the second quarter of 2023. Brokered mortgage fees decreased from a reduction in the number of mortgage loans originated.

Six Month Period Ended June 30, 2023

Total noninterest income increased $171 thousand, or 3%, for the six months ended June 30, 2023, compared to the same period of 2022. The increase resulted primarily from a $101 thousand, or 7%, increase in ATM and check card fees and a $199 thousand increase in other operating income, which were partially offset by a $117 thousand decrease in income from brokered mortgage fees. An increase in customer transactions favorably impacted ATM and check card fees. The increase in other operating income was attributable to a death benefit payment received from a bank-owned life insurance policy.

Noninterest Expense

Three Month Period Ended June 30, 2023

Noninterest expense increased $240 thousand, or 3%, to $9.2 million for the three-month period ended June 30, 2023, compared to the same period one year ago. The increase was primarily attributable to a $103 thousand, or 2%, increase in salaries and employee benefits, a $41 thousand increase in legal and professional fees, a $78 thousand increase in ATM and check card expense, an $80 thousand increase in FDIC assessment, and a $173 thousand increase in other operating expense. These increases were partially offset by a $260 thousand decrease in OREO expense, net, which resulted from a gain on the sale of other real estate during the current period.

Legal and professional fees were higher than in the prior four quarters and resulted primarily from the resolution of an impaired loan relationship during the current period. ATM and check card expense increased primarily from a higher volume of customer transactions. The FDIC assessment expense increased as the FDIC adjusted assessment rates for banks, and the adjustment was recognized in the second quarter of 2023. FDIC assessment is expected to total approximately $150 thousand per quarter for the remainder of 2023. Other operating expenses increased primarily from recruiting costs and education expense in the current period.

Six Month Period Ended June 30, 2023

Noninterest expense increased $796 thousand, or 5%, to $18.4 million for the six-month period ended June 30, 2023, compared to the same period one year ago. The increase was primarily attributable to a $325 thousand, or 3% increase in salaries and employee benefits, a $142 thousand, or 38%, increase in marketing, a $175 thousand, or 27%, increase in ATM and check card expense, and a $355 thousand, or 20%, increase in other operating expenses. These increases were partially offset by a $285 thousand decrease in OREO expense, net, which resulted from gains on the sale of other real estate during the current period.

Marketing expenses increased from additional advertising and active promotion initiatives in the current period, compared with the same period of the prior year. ATM and check card expense increased primarily from a higher volume of customer transactions. Other operating expenses increased primarily from recruiting costs and education expense in the current period.

Income Taxes

Three Month Period Ended June 30, 2023

Income tax expense decreased $51 thousand for the second quarter of 2023, compared to the same period one year ago. The effective tax rate for the second quarter of 2023 was 19.8% compared to 19.3% for the same period in 2022. The increased effective tax rate for 2023 was the result of lower non-deductible expenses in 2023 compared to 2022. The Company’s income tax expense differed from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the three months ended June 30, 2023, and 2022. The difference was a result of net permanent tax deductions, primarily comprised of tax-exempt interest income, income from bank owned life insurance. A more detailed discussion of the Company’s tax calculation is contained in Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Six Month Period Ended June 30, 2023

Income tax expense decreased $32 thousand, or 1.8%, for the first six months of 2023 compared with the same period in 2022. The effective tax rate for the first six months of 2023 was 19.4% compared with 19.2% for the same period in 2022. Like the three month period ended June 30, 2023, the increased effective tax rate for 2023 was also the result of lower non-deductible expenses in 2023 compared to 2022.

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Financial Condition

General

Assets totaled $1.4 billion on June 30, 2023, which was an increase of $4.8 million from December 31, 2022. The asset composition changed during the first six months of the year as interest-bearing deposits in banks increased by $8.2 million, and loans, net of the allowance for credit losses, increased by $8.3 million, while cash and due from banks decreased by $3.1 million and total securities decreased by $7.6 million.

Total liabilities increased by $341 thousand during the six-month period ended June 30, 2023, as total deposits increased by $1.0 million, and was partially offset by accrued interest payable and other liabilities, which decreased by a total of $696 thousand. Although total deposits increased slightly, the composition of deposits changed materially as noninterest-bearing deposits and savings and interest-bearing deposits decreased $31.2 million and $7.1 million, respectively, while time deposits increased $39.4 million. The change in composition of the deposit portfolio during the period was attributable to the higher interest rates paid on time deposits compared to the other deposit products.

Total shareholders’ equity increased by $4.5 million during the first six months of 2023, primarily from a $3.5 million increase in retained earnings and a $1.1 million decrease in accumulated other comprehensive loss. The decrease in accumulated other comprehensive loss was attributable to lower unrealized losses in the available-for-sale securities portfolio. Retained earnings increased from $7.4 million of net income, which was partially offset by $1.9 million of cash dividends on common stock and a $2.0 million decrease from the adoption of CECL on January 1, 2023. The Company's capital ratios continued to exceed the minimum capital requirements for regulatory purposes.

Loans

Loans totaled $930.2 million at June 30, 2023, which was a $9.7 million, or 2% annualized, increase from December 31, 2022, and a $50.1 million, or 6%, increase over June 30, 2022. The growth in loans over the periods did not have a significant impact on the composition of the loan portfolio. The loan portfolio was primarily comprised of loans secured by one-to-four family residential real estate, loans secured by commercial real estate, and commercial and industrial loans, which totaled 36%, 45%, and 12% of the loan portfolio, respectively, at June 30, 2023.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances less the allowance for credit losses and any deferred fees or costs on originated loans. Interest income is accrued and credited to income based on the unpaid principal balance. Loan origination fees, net of certain origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. Interest income includes amortization of purchase premiums and discounts, recognized evenly over the life of the loans.

A loan’s past due status is based on the contractual due date of the most delinquent payment due. Loans are generally placed on non-accrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. Loans greater than 90 days past due and still accruing totaled $225 thousand at June 30, 2023 There were no loans greater than 90 days past due and still accruing at December 31, 2022. For those loans that are carried on non-accrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed. These policies are applied consistently across the loan portfolio.

All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the 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. When a loan is returned to accrual status, interest income is recognized based on the new effective yield to maturity of the loan.

Any unsecured loan that is deemed uncollectible is charged-off in full. Any secured loan that is considered by management to be uncollectible is partially charged-off and carried at the fair value of the collateral less estimated selling costs. This charge-off policy applies to all loan segments.

Asset Quality

Management classifies non-performing assets as non-accrual loans and OREO. Non-performing assets totaled $722 thousand and $2.9 million at June 30, 2023 and December 31, 2022, representing approximately 0.05% and 0.21% of total assets, respectively. OREO represents real property taken by the Bank when its customers do not meet the contractual obligation of their loans, either through foreclosure or through a deed in lieu thereof from the borrower and properties originally acquired for, or used in bank operations, but no longer intended to be used for that purpose. OREO is recorded at the lower of cost or fair value, less estimated selling costs, and is marketed by the Bank through brokerage channels. The Bank had $45 thousand in unimproved real estate classified as OREO at June 30, 2023 and $185 thousand at December 31, 2022. The Bank did not have any consumer mortgage loans secured by real estate properties for which formal foreclosure proceedings were in process as of June 30, 2023

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On June 30, 2023 79% of non-performing assets were comprised of residential real estate loans. Additionally, 7% was comprised of OREO. Non-performing assets could increase due to other loans identified by management as potential problem loans. Other potential problem loans are defined as performing loans that possess certain risks, including the borrower’s ability to pay and the collateral value securing the loan, that management has identified that may result in the loans not being repaid in accordance with their terms. Other potential problem loans totaled $3.2 million and $2.3 million at June 30, 2023 and December 31, 2022, respectively. The amount of other potential problem loans in future periods may be dependent on economic conditions and other factors influencing a customers’ ability to meet their debt requirements.

Management believes, based upon its review and analysis, that the Bank has sufficient reserves to cover losses inherent within the loan portfolio. For each period presented, the provision for credit losses charged to expense was based on management’s judgment after taking into consideration all factors connected with the collectability of the existing portfolio. Management considers economic conditions, historical losses, past due percentages, internally generated loan quality reports, and other relevant factors when evaluating the loan portfolio. There can be no assurance, however, that an additional provision for credit losses will not be required in the future, including as a result of changes in the qualitative factors underlying management’s estimates and judgments, changes in accounting standards, adverse developments in the economy, on a national basis or in the Company’s market area, loan growth, or changes in the circumstances of particular borrowers. For further discussion regarding the allowance for credit losses, see “Critical Accounting Policies” above.

Securities

The securities portfolio plays a primary role in the management of the Company’s interest rate sensitivity and serves as a source of liquidity. The portfolio is used as needed to meet collateral requirements, such as those related to secure public deposits and balances with the Reserve Bank. The investment portfolio consists of held to maturity, available for sale, and restricted securities. Securities are classified as available for sale or held to maturity based on the Company’s investment strategy and management’s assessment of the intent and ability to hold the securities until maturity. Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Company has the ability at the time of purchase to hold the investment securities to maturity, they are classified as investment securities held to maturity and are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts using the interest method. Investment securities which the Company may not hold to maturity are classified as investment securities available for sale, as management has the intent and ability to hold such investment securities for an indefinite period of time, but not necessarily to maturity. Securities available for sale may be sold in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors and are carried at estimated fair value. Restricted securities, including Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock, are generally viewed as long-term investments because there is minimal market for the stock and are carried at cost.

On June 30, 2023 securities totaled $310.2 million, a decrease of $7.7 million, or 2.4%, from $317.8 million at December 31, 2022. Investment securities are comprised of U.S. Treasury securities, U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, corporate debt securities, and restricted securities. As of June 30, 2023, neither the Company nor the Bank held any derivative financial instruments in their respective investment security portfolios. Gross unrealized gains in the available for sale portfolio totaled $68 thousand and $99 thousand at June 30, 2023 and December 31, 2022, respectively. Gross unrealized losses in the available for sale portfolio totaled $23.2 million and $24.0 million at June 30, 2023 and December 31, 2022, respectively. Gross unrealized gains in the held to maturity portfolio totaled $28 thousand and $0 at June 30, 2023 and December 31, 2022, respectively. Gross unrealized losses in the held to maturity portfolio totaled $12.0 million and $11.4 million at June 30, 2023 and December 31, 2022, respectively. The change in the unrealized gains and losses of investment securities from December 31, 2022 to June 30, 2023 was related to changes in market interest rates and was not related to credit concerns of the issuers.

On September 1, 2022, the Bank transferred 24 securities designated as available for sale with a combined book value of $82.2 million, market value of $74.4 million, and an unrealized loss of $7.8 million, to securities designated held to maturity. The unrealized loss is being amortized monthly over the life of the securities with an increase to the carrying value of securities and a decrease to the related accumulated other comprehensive loss, which is included in the shareholders’ equity section of the Company’s balance sheet. The amortization of the unrealized loss on the transferred securities totaled $821 thousand, or $649 thousand net of tax, for the first six months of 2023. Securities designated as held to maturity are carried on the balance sheet at amortized cost, while securities designated as available for sale are carried at fair market value.

Deposits

Deposits totaled $1.2 billion on June 30, 2023, which was a $1.0 million increase from December 31, 2022, and a $53.8 million, or 4%, decrease from June 30, 2022. The composition of the deposit portfolio has changed compared to prior periods. Noninterest-bearing deposits, savings and interest-bearing deposits, and time deposits, totaled 32%, 54%, and 15%, of total deposits, respectively on June 30, 2023, compared to 34%, 55%, and 11% on December 31, 2022, and 33%, 56%, and 10%, on June 30, 2022. The largest change in the composition of the portfolio has been from time deposits. Time deposits have recently been paying the highest interest rate of the Bank’s products, and as a result, the change in the composition of the portfolio has increased the cost of deposits, in addition to the increases in interest rates paid on several deposit products in more recent periods.

Liquidity

Liquidity sources available to the Bank, including interest-bearing deposits in banks, unpledged securities available for sale, at fair value, unpledged securities held-to-maturity, at par, eligible to be pledged to the Federal Reserve Bank through its Bank Term Funding Program, and available lines of credit totaled $561.7 million on June 30, 2023, and $417.2 million on December 31, 2022.

The Bank maintains liquidity to fund loan growth and meet the potential demand from its deposit customers, including potential volatile deposits. The estimated amount of uninsured customer deposits totaled $343.0 million on June 30, 2023, and $261.7 million on December 31, 2022. Excluding municipal deposits, the estimated amount of uninsured customer deposits totaled $257.7 million on June 30, 2023, and $185.3 million on December 31, 2022.

The Bank also has access to off-balance sheet liquidity through its available lines of credit from other institutions, which totaled $346.7 million at June 30, 2023, $287.3 million at December 31, 2022, and $379.0 million at June 30, 2022. The available lines of credit were comprised of secured and unsecured lines of credit. The Bank had no borrowings on the lines of credit at June 30, 2023, December 31, 2022, or March 31, 2022.

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Capital Resources

The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to the size, composition, and quality of the Company’s asset and liability levels and consistent with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and absorb potential losses. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement and is not obligated to report consolidated regulatory capital.

The Bank is subject to capital rules adopted by federal bank regulators that implemented the Basel III regulatory capital reforms adopted by the Basel Committee on Banking Supervision (the Basel Committee), and certain changes required by the Dodd-Frank Act.

The minimum capital level requirements applicable to the Bank under the final rules are as follows: a common equity Tier 1 capital ratio of 4.5%; a Tier 1 capital ratio of 6%; a total capital ratio of 8%; and a Tier 1 leverage ratio of 4% for all institutions. There is also a capital conservation buffer , which is 2.5% above the regulatory minimum capital requirements. If capital levels fall below the required minimum ratios plus the buffer, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. This results in the following minimum capital ratios required to exceed the buffer: a common equity Tier 1 capital ratio of 7.0%, a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. Management believes, as of June 30, 2023 and December 31, 2022, that the Bank met all capital adequacy requirements to which it is subject, including the capital conservation buffer.

The following table shows the Bank’s regulatory capital ratios at June 30, 2023:

	First Bank
Total capital to risk-weighted assets		14.88	%
Tier 1 capital to risk-weighted assets		13.93	%
Common equity Tier 1 capital to risk-weighted assets		13.93	%
Tier 1 capital to average assets		9.72	%
Capital conservation buffer ratio⁽¹⁾		6.88	%

(1)	Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio for Common equity Tier 1, Tier 1, and Total risk based capital. The lowest of the three measures represents the Bank’s capital conservation buffer ratio.

The prompt corrective action framework is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” a common equity Tier 1 capital ratio of 6.5%; a Tier 1 capital ratio of 8%; a total capital ratio of 10%; and a Tier 1 leverage ratio of 5%. The Bank met the requirements to qualify as "well capitalized" as of June 30, 2023 and December 31, 2022.

During the fourth quarter of 2022, the Board of Directors of the Company authorized a stock repurchase plan pursuant to which the Company could repurchase up to $5.0 million of its outstanding common stock through December 31, 2023. The Company repurchased 33,858 shares under this plan during the first six months of 2023 at an average price of $14.96 per share.

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Contractual Obligations

There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Off-Balance Sheet Arrangements

The Company, through the Bank, is a party to credit related financial instruments with risk not reflected in the consolidated financial statements in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank follows the same credit policies in making commitments as it does for on-balance sheet instruments.

Commitments to extend credit, which amounted to $175.0 million at June 30, 2023, and $158.3 million at December 31, 2022, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Bank, is based on management’s credit evaluation of the customer.

Unfunded commitments under commercial lines of credit, revolving credit lines, and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are collateralized as deemed necessary and may or may not be drawn upon to the total extent to which the Bank is committed.

On January 1, 2023, the Company recorded an adjustment for unfunded commitments of $153 thousand for the adoption of ASC Topic 326. The Company recorded an additional provision for credit losses for unfunded commitments of $44 thousand during the three months ended June 30, 2023. At June 30 2023, the liability for credit losses on off-balance sheet exposures included in other liabilities was $197 thousand.

Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments if deemed necessary. At June 30, 2023 and December 31, 2022, the Bank had $21.1 million and $18.0 million in outstanding standby letters of credit, respectively.

On April 21, 2020, the Company entered into interest rate swap agreements related to its outstanding junior subordinated debt. The Company uses derivatives to manage exposure to interest rate risk through the use of interest rate swaps. Interest rate swaps involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date with no exchange of underlying principal amounts.

The interest rate swaps qualified and are designated as cash flow hedges. The Company’s cash flow hedges effectively modify the Company’s exposure to interest rate risk by converting variable rates of interest on $9.0 million of the Company’s junior subordinated debt to fixed rates of interest. The cash flow hedges end and the junior subordinated debt matures between June 2034 and October 2036. The cash flow hedges’ total notional amount is $9.0 million. At June 30, 2023, the cash flow hedges had a fair value of $2.5 million, which is recorded in other assets. The net gain/loss on the cash flow hedges is recognized as a component of other comprehensive (loss) income and reclassified into earnings in the same period(s) during which the hedged transactions affect earnings. The Company’s derivative financial instruments are described more fully in Note 10 to the Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2023 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of it that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or to which the property of the Company is subject.

Item 1A. Risk Factors

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022.

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

Issuer Purchases of Equity Securities

During the fourth quarter of 2022, the Board of Directors of the Company authorized a stock repurchase plan pursuant to which the Company could repurchase up to $5.0 million of its outstanding common stock. The repurchase plan was publicly announced on October 23, 2022. Repurchases under the plan can be made through privately negotiated transactions or in the open market in accordance with Securities and Exchange Commission rules. The Company's Board of Directors authorized the purchase plan through December 31, 2023, unless the entire amount authorized to repurchase has been acquired before that date.

The following table summarizes the Company's purchases of its common stock during the three months ended June 30, 2023 (dollars in thousands, except per share data):

	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan
April 1, 2023 - April 30, 2023		8,572	$	15.21		8,572	$	4,844,645
May 1, 2023 - May 31, 2023		18,678		14.51		18,678		4,573,588
June 1, 2023 - June 30, 2023		5,051		15.86		5,051		4,493,502
		32,301	$	14.91		32,301	$	4,493,502

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

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Item 6. Exhibits

The following documents are attached hereto as Exhibits:

10.1	First National Corporation 2023 Stock Incentive Plan (incorporated by reference to Appendix A of First National Corporation's proxy statement for the 2023 annual meeting of Shareholders, filed March 31, 2023).

31.1	Certification of Chief Executive Officer, Section 302 Certification.

31.2	Certification of Chief Financial Officer, Section 302 Certification.

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

101	The following materials from First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss) (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

104	The cover page from First National Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL (included with Exhibit 101).

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SIGNATURES

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


FIRST NATIONAL CORPORATION
(Registrant)

/s/ Scott C. Harvard				August 14, 2023
Scott C. Harvard				Date
President and Chief Executive Officer

/s/ M. Shane Bell				August 14, 2023
M. Shane Bell				Date
Executive Vice President and Chief Financial Officer