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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Carter Bankshares, Inc., our operations, and our present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this Annual Report on Form 10-K. The MD&A includes the following sections:
•Explanation of Use of Non-GAAP Financial Measures
•Critical Accounting Policies and Estimates
•Our Business
•Results of Operations and Financial Condition
•Capital Resources
•Contractual Obligations
•Off-Balance Sheet Arrangements
•Liquidity
•Inflation
•Stock Repurchase Program
This section reviews our financial condition for each of the past two years and results of operations for each of the past three years. Certain reclassifications have been made to prior periods to place them on a basis comparable with the current period presentation. Some tables may include additional time periods to illustrate trends within our Consolidated Financial Statements and notes thereto. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.
Explanation of Use of Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with generally accepted accounting principles in the United States (“GAAP”), management uses, and this annual report references, interest and dividend income, yield on interest earnings assets, net interest income and net interest margin on a fully taxable equivalent, (“FTE”) basis, which are non-GAAP financial measures. Management believes these measures provide information useful to investors in understanding our underlying business, operational performance and performance trends as it facilitates comparisons with the performance of other companies in the financial services industry. The Company believes the presentation of interest and dividend income, yield on interest earnings assets, net interest income and net interest margin on an FTE basis ensures the comparability of interest and dividend income, yield on interest earning assets, net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest and dividend income (GAAP) per the Consolidated Statements of Income is reconciled to interest and dividend income adjusted on an FTE basis, yield on interest earning assets (GAAP) is reconciled to yield on interest earning assets adjusted on an FTE basis, net interest income (GAAP) is reconciled to net interest income adjusted on an FTE basis and net interest margin (GAAP) is reconciled to net interest margin adjusted on an FTE basis in the "Results of Operations and Financial Condition - Net Interest Income" section of this MD&A for the years ended 2022, 2021 and 2020.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Although management believes that this non-GAAP financial measure enhances investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP or considered to be more relevant than financial results determined in accordance with GAAP, nor is it necessarily comparable with similar non-GAAP measures which may be presented by other companies.
Critical Accounting Estimates
The Company’s preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Over time, these estimates, assumptions and judgments may prove to be inaccurate or vary from actual results and may significantly affect our reported results and financial position for the periods presented or in future periods. We currently view the determination of the allowance for credit losses to be critical, because it is made in accordance with GAAP, is highly dependent on subjective or complex judgments, assumptions and estimates made by management and have had or is reasonably likely to have a material impact on the Company’s financial condition and results of operations.
We have identified the following critical accounting estimate:
Allowance for Credit Losses (“ACL”)
The ACL represents an amount which, in management's judgment, is adequate to absorb expected credit losses over the life of outstanding loans as of the balance sheet date based on the evaluation of current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased by a provision or decreased by a recovery for credit losses, which is recorded as a current period operating expense.
Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.
Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed. While management uses available information to recognize expected credit losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes to the interest rate environment which may directly impact prepayment and curtailment rate assumptions, and changes in the financial condition of borrowers.
The ACL “base case” model is derived from various economic forecasts provided by widely recognized sources. Management evaluates the variability of market conditions by examining the peak and trough of economic cycles. These peaks and troughs are used to stress the base case model to develop a range of potential outcomes. Management then determines the appropriate reserve through an evaluation of these various outcomes relative to current economic conditions and known risks in the portfolio. For the year ended December 31, 2022 the range of outcomes would produce a 17% reduction or a 27% increase in reserves based on the best and worst case scenarios, respectively.
Refer to Note 1, Summary of Significant Accounting Policies, for further detailed descriptions of our estimation process and methodology related to the ACL and Note 6, Allowance for Credit Losses, of this Annual Report on Form 10-K.
Our Business and Strategy
Carter Bankshares, Inc. (the “Company”) is a bank holding company headquartered in Martinsville, Virginia with assets of $4.2 billion at December 31, 2022. The Company conducts its business solely through the Bank, an insured, Virginia state-chartered bank. The Company provides a full range of financial services with retail, and commercial banking products and insurance. Our common stock trades on the Nasdaq Global Select Market under the ticker symbol “CARE.”
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The Company earns revenue primarily from interest on loans and securities and fees charged for financial services provided to our customers. The Company incurs expenses for the cost of deposits, provision for credit losses and other operating costs such as salaries and employee benefits, data processing, occupancy and tax expense.
For the 2023-2025 fiscal year periods, the Company will be focusing on refining and enhancing the Bank’s guiding principles to better align with the future of the Company. A new mission, vision, and set of core values are in development and the Company expects to rollout this plan in 2023. The Company’s current mission is to strive to be the preferred lifetime financial partner for its customers and shareholders, and the employer of choice in the communities the Company is privileged to serve. The vision and purpose of the Company is to enrich lives and enhance communities today, to build a better tomorrow, with values of loyalty, care, optimism, trustworthiness and innovation.
The Company’s Board of Directors and management believe that the Bank is at a turning point in its evolution and transformation. The Company’s focus will shift from restructuring the balance sheet to pursuing a growth strategy that focuses on organic growth. Another area of focus will be to consider opportunistic acquisitions that the Company believes will fit with its strategic vision.
Our focus continues to be on loan and deposit growth, as well as, implementing opportunities to increase fee income while closely monitoring our operating expenses. The Company is focused on executing this strategy to successfully build our new brand and grow our business in our current markets as well as new markets.
Results of Operations and Financial Condition
Earnings Summary
2022 Highlights
•Net interest income increased $28.7 million, or 25.9%, to $139.9 million for the full year 2022 compared to $111.2 million for the full year 2021 primarily due an increase of 61 basis points in the yield on earning assets due to the rising interest rate environment and by a reduction of nine basis points in funding costs;
•The provision for credit losses decreased $0.9 million to $2.4 million for the year ended December 31, 2022, compared to the full year ended December 31, 2021;
•Total noninterest income decreased $7.2 million to $21.7 million for the full year 2022 compared to $28.9 million for the full year 2021 due primarily to a reduction in gains on sales of securities;
•Total noninterest expense decreased $5.3 million to $97.0 million for the full year 2022 compared to $102.3 million for the full year 2021 primarily resulting from our retail branch optimization project and the reversal of tax credit amortization due to an in-service date extension to 2023; and
•Provision for income taxes increased $7.5 million to $11.6 million for the full year 2022 compared to $4.1 million for the full year 2021.
Balance Sheet Highlights (period-end balances, December 31, 2022 compared to December 31, 2021)
•The securities portfolio decreased $86.1 million and is currently 19.9% of total assets compared to 22.3% of total assets. The decrease is due to the Company’s strategy of redeploying securities maturities into higher yielding loan growth and the continued decline in fair value due to rising market interest rates;
•Total portfolio loans increased $336.8 million, or 12.0%, primarily due to consistent loan growth in 2022;
•The portfolio loans to deposit ratio was 86.7%, compared to 76.0%, since deposits decreased;
•Total deposits decreased $68.2 million to $3.6 billion at December 31, 2022 compared to December 31, 2021;
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
•The ACL to total portfolio loans ratio was 2.98% compared to 3.41%. The ACL on portfolio loans totaled $93.9 million at December 31, 2022, compared to $95.9 million with the decrease driven by declines in the other segment due to principal pay-downs, offset by loan growth and increased qualitative reserves;
•During 2022, the Company repurchased 2,587,361 shares totaling $42.9 million under its stock repurchase program at a weighted average cost of $16.59. There were 132,232 shares available for repurchase at December 31, 2022 under the current repurchase program.
The Company reported net income of $50.1 million, or $2.03 diluted earnings per share for the year ended December 31, 2022 compared to net income of $31.6 million, or $1.19 diluted earnings per share, for the year ended December 31, 2021.
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| PERFORMANCE RATIOS | | 2022 | | 2021 | | 2020 |
| Return on Average Assets | | 1.21 | % | | 0.76 | % | | (1.12) | % |
| Return on Average Shareholders' Equity | | 14.30 | % | | 7.92 | % | | (9.78) | % |
| Portfolio Loans to Deposit Ratio | | 86.74 | % | | 76.03 | % | | 79.99 | % |
| Allowance for Credit Losses to Total Portfolio Loans | | 2.98 | % | | 3.41 | % | | 1.83 | % |
Net Interest Income
Our principal source of revenue is net interest income. Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the average balance of interest-earning assets, interest-bearing liabilities, as well as changes in interest rates and spreads. The level and mix of interest-earning assets and interest-bearing liabilities is managed by our Asset and Liability Committee (“ALCO”), in order to mitigate interest rate and liquidity risks of the balance sheet. A variety of ALCO strategies were implemented, within prescribed ALCO risk parameters, to produce what the Company believes is an acceptable level of net interest income.
Net interest income and the net interest margin are presented on an FTE basis. The FTE basis (non-GAAP) adjusts net interest income and net interest margin for the tax benefit of income on certain tax-exempt loans and securities using the applicable federal statutory tax rate for each period (which was 21% for the periods presented) and the dividend-received deduction for equity securities. The Company believes this FTE basis presentation provides a relevant comparison between taxable and non-taxable sources of interest income. Refer to the “Explanation of Use of Non-GAAP Financial Measures” above for additional discussion regarding the non-GAAP measures used in this Annual Report on Form 10-K.
The following table reconciles interest and dividend income (GAAP), yield on interest-earning assets (GAAP), net interest margin (GAAP) and net interest income per the Consolidated Statements of Income (Loss) to interest and dividend income on an FTE basis (non-GAAP), yield on interest-earning assets on an FTE basis (non-GAAP), net interest margin on an FTE basis (non-GAAP) and net interest income on an FTE basis (non-GAAP), respectively, for the periods presented:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | Years Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Interest and Dividend Income (GAAP) | | $ | 160,182 | | | $ | 133,897 | | | $ | 140,941 | |
| Tax Equivalent Adjustment | | 1,143 | | | 1,492 | | | 2,375 | |
| Interest and Dividend Income (FTE) (Non-GAAP) | | 161,325 | | | 135,389 | | | 143,316 | |
| Average Earning Assets | | 4,023,634 | | | 3,971,640 | | | 3,833,681 | |
| Yield on Interest-earning Assets (GAAP) | | 3.98 | % | | 3.37 | % | | 3.68 | % |
| Yield on Interest-earning Assets (FTE) (Non-GAAP) | | 4.01 | % | | 3.41 | % | | 3.74 | % |
| | | | | | |
| Net Interest Income | | 139,928 | | | 111,183 | | | 105,115 | |
| Tax Equivalent Adjustment | | 1,143 | | | 1,492 | | | 2,375 | |
| Net Interest Income (FTE) (Non-GAAP) | | $ | 141,071 | | | $ | 112,675 | | | $ | 107,490 | |
| Average Earning Assets | | 4,023,634 | | | 3,971,640 | | | 3,833,681 | |
| Net Interest Margin (GAAP) | | 3.48 | % | | 2.80 | % | | 2.74 | % |
| Net Interest Margin (FTE) (Non-GAAP) | | 3.51 | % | | 2.84 | % | | 2.80 | % |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Average Balance Sheet and Net Interest Income Analysis (FTE)
Total net interest income increased $28.7 million, or 25.9% to $139.9 million for the year ended December 31, 2022 compared to the same period in 2021. The increase for the year ended December 31, 2022 compared to the same period in 2021 was primarily due to an increase in average interest-earning assets of $52.0 million and higher interest rate yields on interest-earning assets of 61 basis points due to the rising interest rate environment during fiscal year 2022. Net interest income, on an FTE basis (non-GAAP), increased $28.4 million, or 25.2%, to $141.1 million for the year ended December 31, 2022 compared to $112.7 million for the same period in 2021. The increases in net interest income, on an FTE basis (non-GAAP), was driven by an increase in interest income of $25.9 million and lower interest expense of $2.5 million for the year ended December 31, 2022 when compared to the same period in 2021. Net interest margin increased 68 basis points to 3.48% for the year ended December 31, 2022 compared to 2.80% for the same period in 2021. Net interest margin, on an FTE basis (non-GAAP), increased 67 basis points to 3.51% for the year ended December 31, 2022 compared to 2.84% for the same period in 2021.
The Company continues to focus on the expansion of net interest income and net interest margin. The full year of 2022 was positively impacted by an increase in the yield on loans and investment securities due to the rising interest rate environment as well as the continued decline in funding costs. The full year of 2022 was also positively impacted by enhanced pricing on loans related to one large credit relationship. Certain of these loans may not be renewed at maturity and/or may not otherwise impact the net interest income and net interest margin as significantly in future periods. In addition, rising market interest rates may begin to increase the Company’s funding costs in future periods.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table provides information regarding the average balances, interest and rates earned on interest-earning assets and the average balances, interest and rates paid on interest-bearing liabilities for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Average
Balance | | Income/
Expense | | Yield/Rate | | Average
Balance | | Income/
Expense | | Yield/Rate | | Average Balance(3) | | Income/
Expense | | Yield/Rate |
| ASSETS | | | | | | | | | | | | | | | | | | |
| Interest-Bearing Deposits with Banks | | $ | 50,797 | | | $ | 341 | | | 0.67 | % | | $ | 194,492 | | | $ | 271 | | | 0.14 | % | | $ | 104,526 | | | $ | 302 | | | 0.29 | % |
Tax-Free Investment Securities (2) | | 30,109 | | | 877 | | | 2.91 | % | | 34,171 | | | 1,116 | | | 3.27 | % | | 47,364 | | | 1,567 | | | 3.31 | % |
| Taxable Investment Securities | | 950,557 | | | 20,330 | | | 2.14 | % | | 798,672 | | | 12,442 | | | 1.56 | % | | 697,408 | | | 14,264 | | | 2.05 | % |
| Total Securities | | 980,666 | | | 21,207 | | | 2.16 | % | | 832,843 | | | 13,558 | | | 1.63 | % | | 744,772 | | | 15,831 | | | 2.13 | % |
Tax-Free Loans (1)(2) | | 144,617 | | | 4,569 | | | 3.16 | % | | 189,716 | | | 5,991 | | | 3.16 | % | | 307,023 | | | 9,739 | | | 3.17 | % |
Taxable Loans (1) | | 2,844,303 | | | 135,054 | | | 4.75 | % | | 2,751,169 | | | 115,448 | | | 4.20 | % | | 2,672,435 | | | 117,226 | | | 4.39 | % |
| Total Loans | | 2,988,920 | | | 139,623 | | | 4.67 | % | | 2,940,885 | | | 121,439 | | | 4.13 | % | | 2,979,458 | | | 126,965 | | | 4.26 | % |
| Federal Home Loan Bank Stock | | 3,251 | | | 154 | | | 4.74 | % | | 3,420 | | | 121 | | | 3.54 | % | | 4,925 | | | 218 | | | 4.43 | % |
| Total Interest-Earning Assets | | 4,023,634 | | | 161,325 | | | 4.01 | % | | 3,971,640 | | | 135,389 | | | 3.41 | % | | 3,833,681 | | | 143,316 | | | 3.74 | % |
| Noninterest Earning Assets | | 117,135 | | | | | | | 170,856 | | | | | | | 276,473 | | | | | |
| Total Assets | | 4,140,769 | | | | | | | 4,142,496 | | | | | | | 4,110,154 | | | | | |
| | | | | | | | | | | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | | | |
| Interest-Bearing Demand | | 489,298 | | | 1,578 | | | 0.32 | % | | $ | 413,714 | | | $ | 1,007 | | | 0.24 | % | | $ | 321,036 | | | $ | 1,140 | | | 0.36 | % |
| Money Market | | 521,269 | | | 1,842 | | | 0.35 | % | | 383,391 | | | 1,130 | | | 0.29 | % | | 197,225 | | | 924 | | | 0.47 | % |
| Savings | | 720,682 | | | 742 | | | 0.10 | % | | 663,382 | | | 682 | | | 0.10 | % | | 599,637 | | | 632 | | | 0.11 | % |
| Certificates of Deposit | | 1,271,548 | | | 14,454 | | | 1.14 | % | | 1,484,436 | | | 19,427 | | | 1.31 | % | | 1,818,837 | | | 32,695 | | | 1.80 | % |
| Total Interest-Bearing Deposits | | 3,002,797 | | | 18,616 | | | 0.62 | % | | 2,944,923 | | | 22,246 | | | 0.76 | % | | 2,936,735 | | | 35,391 | | | 1.21 | % |
| FHLB Borrowings | | 29,849 | | | 1,163 | | | 3.90 | % | | 25,986 | | | 313 | | | 1.20 | % | | 30,628 | | | 361 | | | 1.18 | % |
| Federal Funds Purchased | | 5,711 | | | 188 | | | 3.29 | % | | — | | | — | | | — | % | | 55 | | | 1 | | | 1.82 | % |
| Other Borrowings | | 5,885 | | | 287 | | | 4.88 | % | | 3,167 | | | 155 | | | 4.89 | % | | 1,408 | | | 73 | | | 5.18 | % |
| Total Borrowings | | 41,445 | | | 1,638 | | | 3.95 | % | | 29,153 | | | 468 | | | 1.61 | % | | 32,091 | | | 435 | | | 1.36 | % |
| Total Interest-Bearing Liabilities | | 3,044,242 | | | 20,254 | | | 0.67 | % | | 2,974,076 | | | 22,714 | | | 0.76 | % | | 2,968,826 | | | 35,826 | | | 1.21 | % |
| Noninterest-Bearing Liabilities | | 746,117 | | | | | | | 769,401 | | | | | | | 667,914 | | | | | |
| Shareholders' Equity | | 350,410 | | | | | | | 399,019 | | | | | | | 473,414 | | | | | |
| Total Liabilities and Shareholders' Equity | | 4,140,769 | | | | | | | 4,142,496 | | | | | | | 4,110,154 | | | | | |
Net Interest Income (2) | | | | $ | 141,071 | | | | | | | $ | 112,675 | | | | | | | $ | 107,490 | | | |
Net Interest Margin (2) | | | | | | 3.51 | % | | | | | | 2.84 | % | | | | | | 2.80 | % |
(1)Nonaccruing loans are included in the daily average loan amounts outstanding.
(2)Tax-exempt income is on an FTE basis using the statutory federal corporate income tax rate of 21 percent.
(3)Loan and deposit balances include held-for-sale transactions in connection with sale of Bank branches.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Interest income increased $26.3 million, or 19.6% for 2022 compared to 2021. Interest income, on an FTE basis (non-GAAP), increased $25.9 million, or 19.2%, for 2022 compared to 2021. The change was primarily due to increases in average interest-earning assets of $52.0 million for 2022, and higher interest rate yields on interest-earning assets of 60 basis points compared to 2021 due to the rising interest rate environment in fiscal year 2022. Average interest-bearing deposits with banks decreased $143.7 million in 2022, and the average rate paid increased 53 basis points for 2022 compared to 2021 as funds were deployed into higher yielding loans and securities.
Average loan balances increased $48.0 million primarily influenced by the consistent loan growth in 2022 as compared to 2021. The average rate earned on loans increased 54 basis points for 2022 compared to 2021 primarily due to increased short-term interest rates during 2022. At December 31, 2022, the loan portfolio was comprised of 26.8% floating rate loans which reprice monthly, 41.2% variable rate loans that reprice at least once during the life of the loan and 32.0% fixed rate loans that do not reprice during the life of the loan.
Average investment securities increased $147.8 million and the average rate earned increased 53 basis points for 2022 compared to 2021. The change in investment securities is the result of active balance sheet management to deploy excess cash combined with the continued decline in fair value. The portfolio has been diversified as to bond types, maturities, and interest rate structures. As of December 31, 2022, the securities portfolio was comprised of 47.3% variable rate securities with approximately 45.8% that will reprice at least once over the next 12 months. Having a significant percentage of variable rate securities is an important strategy during times of rising interest rates because fixed-rate bond prices generally fall when interest rates increase, which can result in unrealized losses. However, variable rate securities do not carry as much interest rate risk so there is much less price volatility. This variable rate structure is expected to limit the impact of rising rates on the Company’s unrealized losses on debt securities.
Interest expense decreased $2.5 million for 2022 compared to 2021. The decrease was primarily due to the intentional runoff of higher cost certificates of deposits (“CDs”) in 2021 and the first half of 2022. Interest expense on deposits decreased $3.6 million for 2022 compared to 2021 primarily due to the decline in the average balance of CDs and the reduction in average rates paid on CDs. The decrease of $212.9 million or 14.3% in the average balance of CDs for 2022 compared to 2021 was primarily due to the aforementioned intentional runoff of these higher cost CDs. The average balances on our interest-bearing core deposits, including money market accounts, interest-bearing demand accounts and savings accounts increased by $137.9 million, $75.6 million and $57.3 million, respectively, for the year ended December 31, 2022, compared to the same period in 2021. The average rates paid on interest-bearing demand accounts increased eight basis points for the year ended December 31, 2022 and the average rate paid on money market accounts increased six basis points for the year ended December 31, 2022, when compared to the same period in 2021. The average rates paid on savings accounts for the year ended December 31, 2022 compared to the same period in 2021 remained unchanged. Overall, the cost of interest-bearing liabilities decreased nine basis points for 2022 compared to 2021. Due to historically low market interest rates during 2021 and the first half of 2022, the Company was able to migrate away from higher rate CDs and grow lower yielding, more liquid products. During the second half of 2022 market interest rates increased quickly providing new incentives for customers to seek out higher yielding CDs.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table sets forth for the periods presented a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 Compared to 2021 | | 2021 Compared to 2020 |
| (Dollars in Thousands) | | Volume(3) | | Rate(3) | | Increase/
(Decrease) | | Volume(3) | | Rate(3) | | Increase/
(Decrease) |
| Interest Earned on: | | | | | | | | | | | | |
| Interest-Bearing Deposits with Banks | | $ | (324) | | | $ | 394 | | | $ | 70 | | | $ | 177 | | | $ | (208) | | | $ | (31) | |
Tax-Free Investment Securities (2) | | (125) | | | (114) | | | (239) | | | (431) | | | (20) | | | (451) | |
| Taxable Investment Securities | | 2,664 | | | 5,224 | | | 7,888 | | | 1,884 | | | (3,706) | | | (1,822) | |
| Total Securities | | 2,539 | | | 5,110 | | | 7,649 | | | 1,453 | | | (3,726) | | | (2,273) | |
Tax-Free Loans (1)(2) | | (1,425) | | | 3 | | | (1,422) | | | (3,705) | | | (43) | | | (3,748) | |
Taxable Loans (1) | | 4,013 | | | 15,593 | | | 19,606 | | | 3,393 | | | (5,171) | | | (1,778) | |
| Total Loans | | 2,588 | | | 15,596 | | | 18,184 | | | (312) | | | (5,214) | | | (5,526) | |
| Federal Home Loan Bank Stock | | (6) | | | 39 | | | 33 | | | (58) | | | (39) | | | (97) | |
| Total Interest-Earning Assets | | $ | 4,797 | | | $ | 21,139 | | | $ | 25,936 | | | $ | 1,260 | | | $ | (9,187) | | | $ | (7,927) | |
| | | | | | | | | | | | |
| Interest Paid on: | | | | | | | | | | | | |
| Interest-Bearing Demand | | $ | 205 | | | $ | 366 | | | $ | 571 | | | $ | 280 | | | $ | (413) | | | $ | (133) | |
| Money Market | | 458 | | | 254 | | | 712 | | | 640 | | | (434) | | | 206 | |
| Savings | | 59 | | | 1 | | | 60 | | | 66 | | | (16) | | | 50 | |
| Certificates of Deposit | | (2,595) | | | (2,378) | | | (4,973) | | | (5,352) | | | (7,916) | | | (13,268) | |
| Total Interest-Bearing Deposits | | (1,873) | | | (1,757) | | | (3,630) | | | (4,366) | | | (8,779) | | | (13,145) | |
| Federal Funds Purchased | | 188 | | | — | | | 188 | | | — | | | (1) | | | (1) | |
| FHLB Borrowings | | 53 | | | 797 | | | 850 | | | (56) | | | 8 | | | (48) | |
| Other Borrowings | | 133 | | | (1) | | | 132 | | | 86 | | | (4) | | | 82 | |
| Total Borrowings | | 374 | | | 796 | | | 1,170 | | | 30 | | | 3 | | | 33 | |
| Total Interest-Bearing Liabilities | | $ | (1,499) | | | $ | (961) | | | $ | (2,460) | | | $ | (4,336) | | | $ | (8,776) | | | $ | (13,112) | |
| Change in Net Interest Margin | | $ | 6,296 | | | $ | 22,100 | | | $ | 28,396 | | | $ | 5,596 | | | $ | (411) | | | $ | 5,185 | |
(1) Nonaccruing loans are included in the daily average loan amounts outstanding.
(2) Tax-exempt income is on an FTE basis (non-GAAP) using the statutory federal corporate income tax rate of 21 percent.
(3) Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
Provision (Recovery) for Credit Losses
The Company recognizes provision (recovery) for the ACL based on the difference between the existing balance of ACL reserves and the ACL reserve balance necessary to adequately absorb expected credit losses associated with the Company’s financial instruments. Similarly, the Company recognizes provision (recovery) expense for unfunded commitments based on the difference between the existing balance of reserves for unfunded commitments and the reserve balance for unfunded commitments necessary to adequately absorb expected credit losses associated with those commitments. The Company adopted ASU 2016-03 on January 1, 2021, and increased the ACL by $64.5 million, for the Day 1 adjustment which included $61.6 million to the ACL and $2.9 million related to the life-of-loan reserve on unfunded loan commitments.
The ACL as a percentage of total portfolio loans was 2.98% at December 31, 2022 and 3.41% at December 31, 2021. The provision (recovery) for credit losses decreased $0.9 million to $2.4 million for the year ended 2022 compared to year ended 2021. The decrease for the full year of 2022 was primarily driven by the release of $7.0 million of reserves that were allocated to the other segment due to principal pay-downs, partially offset by strong loan growth, increased qualitative reserves of $3.0 million, and net charge-offs of $4.5 million. The increase in qualitative reserves were factors attributable to the residential mortgage and commercial construction portfolios. Project costs continue to escalate due to supply chain and labor disruptions as well as increased material costs. Supply chain and labor disruptions cause the overall construction duration to increase, increasing interest costs to the borrower. The Bank has observed a handful of significant cost overruns on Commercial Real Estate, (“CRE”) projects. To date, these cost overruns have either been funded by the borrower and/or project sponsors or
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
partially funded by the Bank within acceptable underwriting guidelines. The Company continues to monitor these trends by diligently collecting data on commercial construction projects and analyzing risk presented to the Company’s loan portfolio.
A provision of $0.5 million was recorded in 2022 related to the provision for unfunded commitments primarily related to increases in construction commitments.
Net charge-offs were $4.5 million for the full year 2022 compared to $23.1 million for the full year 2021. During 2022, net charge-offs were primarily included in the commercial and industrial, (“C&I”), and other consumer segments. Net charge-offs of $23.1 million during the full year 2021 was primarily attributable to the resolution of five problem relationships, in which the majority of losses were anticipated and previously reserved. As a percentage of average portfolio loans, on an annualized basis, net charge-offs were 0.15% and 0.79% for the years ended 2022 and 2021, respectively. See the “Allowance for Credit Losses” section of this MD&A for additional details regarding our charge-offs.
Nonperforming loans (“NPLs”) decreased at December 31, 2022 by $0.8 million, or 10.2% to $6.6 million compared to $7.4 million at December 31, 2021. The decrease was primarily due to a significant reduction of our largest NPL relationship in addition to pay-downs on other existing NPLs, all offset by a new NPL in the amount of $1.2 million. NPLs as a percentage of total portfolio loans were 0.21% at December 31, 2022 compared to 0.26% at December 31, 2021. See the “Credit Quality” section of this MD&A for more detail on our NPLs.
Discussion of net interest income for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Net Interest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference. Noninterest Income
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | $ Change | | % Change |
| Gain on Sales of Securities, net | | $ | 46 | | | $ | 6,869 | | | $ | (6,823) | | | (99.3) | % |
| Service Charges, Commissions and Fees | | 7,168 | | | 6,662 | | | 506 | | | 7.6 | % |
| Debit Card Interchange Fees | | 7,427 | | | 7,226 | | | 201 | | | 2.8 | % |
| Insurance Commissions | | 1,961 | | | 1,901 | | | 60 | | | 3.2 | % |
| Bank Owned Life Insurance Income | | 1,357 | | | 1,380 | | | (23) | | | (1.7) | % |
| Gains on Sales and Write-downs of Bank Premises, net | | 73 | | | — | | | 73 | | | NM |
| Other Real Estate Owned Income | | 50 | | | 90 | | | (40) | | | (44.4) | % |
| Commercial Loan Swap Fee Income | | 774 | | | 2,416 | | | (1,642) | | | (68.0) | % |
| Other | | 2,862 | | | 2,337 | | | 525 | | | 22.5 | % |
| Total Noninterest Income | | $ | 21,718 | | | $ | 28,881 | | | $ | (7,163) | | | (24.8) | % |
Total noninterest income decreased $7.2 million, or 24.8%, to $21.7 million for the year ended December 31, 2022 when compared to December 31, 2021. The decrease was primarily related to declines of $6.8 million in net security gains for the year ended December 31, 2022 when compared to December 31, 2021. The decline in security gains during 2022 was due to the rising interest rate environment resulting in lower securities prices in the market that discouraged sales.
Changes in total noninterest income for the year ended December 31, 2022 also included a decrease of $1.6 million in commercial loan swap fee income due to the timing and demand for this product in the current rising interest rate environment. Offsetting the decreases were increases of $0.5 million in other noninterest income related to the unwind of two completed historic tax credit partnerships, a $0.5 million increase in service charges on deposit accounts primarily driven by volume, and $0.2 million in debit card interchange fees driven by higher customer activity.
Discussion of noninterest income for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Noninterest Income” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Noninterest Expense
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | Years Ended December 31, |
| 2022 | | 2021 | | $ Change | | % Change |
| Salaries and Employee Benefits | | $ | 52,399 | | | $ | 54,157 | | | $ | (1,758) | | | (3.2) | % |
| Occupancy Expense, net | | 13,527 | | | 13,556 | | | (29) | | | (0.2) | % |
| FDIC Insurance Expense | | 2,015 | | | 2,157 | | | (142) | | | (6.6) | % |
| Other Taxes | | 3,319 | | | 3,129 | | | 190 | | | 6.1 | % |
| Advertising Expense | | 1,434 | | | 952 | | | 482 | | | 50.6 | % |
| Telephone Expense | | 1,781 | | | 2,208 | | | (427) | | | (19.3) | % |
| Professional and Legal Fees | | 5,818 | | | 5,255 | | | 563 | | | 10.7 | % |
| Data Processing Expense | | 4,051 | | | 3,758 | | | 293 | | | 7.8 | % |
| Losses on Sales and Write-downs of Other Real Estate Owned, net | | 432 | | | 3,622 | | | (3,190) | | | (88.1) | % |
| Losses on Sales and Write-downs of Bank Premises, net | | — | | | 231 | | | (231) | | | (100.0) | % |
| Debit Card Expense | | 2,750 | | | 2,777 | | | (27) | | | (1.0) | % |
| Tax Credit Amortization | | 621 | | | 1,708 | | | (1,087) | | | (63.6) | % |
| | | | | | | | |
| Other Real Estate Owned Expense | | 343 | | | 407 | | | (64) | | | (15.7) | % |
| | | | | | | | |
| Other | | 8,511 | | | 8,368 | | | 143 | | | 1.7 | % |
| Total Noninterest Expense | | $ | 97,001 | | | $ | 102,285 | | | $ | (5,284) | | | (5.2) | % |
Total noninterest expense decreased $5.3 million to $97.0 million for the full year 2022, when compared to the full year 2021. For the full year 2022 the most significant decrease for the period was a decline of $3.2 million in losses on sales and write-downs of other real estate owned (“OREO”), net, due to nonrecurring write-downs related to closed bank branches in 2021. Also impacting the decrease was a $1.8 million decrease in salaries and employee benefits, $1.1 million decrease in tax credit amortization, $0.4 million decrease in telephone expenses and $0.2 million decrease in losses on sales and write-downs of bank premises, net. Offsetting these decreases were increases of $0.6 million in professional and legal fees, $0.5 million in advertising expenses and $0.3 million in data processing expenses.
The decrease in salaries and employee benefits related to lower salaries of $1.3 million, lower medical expenses of $1.7 million, the impact from our retail branch optimization project, offset by a $1.0 million one-time inflationary bonus for associates in 2022. The decrease in tax credit amortization was primarily due to reversing amortization expense as a result of updated information from the developer which extended the in-service date to 2023 for one of the Company’s historic tax credit partnerships during the third quarter of 2022. The $0.4 million decline in telephone expenses is due to the implementation of a new telephone system during 2022. The increases for the full year 2022 compared to the same period of 2021 included $0.6 million in professional and legal fees which was due to increased consulting fees in our retail and operations areas, the increase of $0.5 million in advertising expenses due to marketing efforts and timing of various promotions, as well as an increase of $0.3 million in data processing expenses related to our online banking platform.
Discussion of noninterest expense for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Noninterest Expense” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Provision for Income Taxes
The provision for income taxes increased $7.5 million to $11.6 million for the year ended December 31, 2022 compared to $4.1 million for December 31, 2021. Pre-tax income increased $26.0 million for the year ended 2022 compared to 2021. Our effective tax rate was 18.8% for the year ended December 31, 2022 compared to 11.5% for December 31, 2021. The increase in the effective tax rate is primarily due to a higher level of pre-tax income and lower level of tax-exempt interest income and updated information from the developer extending the in-service date on a new tax credit from 2022 to 2023. The Company ordinarily generates an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest income, tax credit projects and Bank Owned Life Insurance (“BOLI”).
Discussion of provision for income taxes for the year ended December 31, 2020 has been omitted as such discussion was provided in Part II, Item 7. “Management’s Discussion and Analysis,” under the heading “Provision for Income Taxes” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 11, 2022, and is incorporated herein by reference. Financial Condition
December 31, 2022
Total assets increased $70.8 million, or 1.7%, to $4.2 billion at December 31, 2022 compared to December 31, 2021. Federal Reserve Bank excess reserves decreased $170.9 million to $5.3 million at December 31, 2022 from $176.2 million at December 31, 2021 due to redeploying excess cash into higher yielding loans and securities.
Total portfolio loans increased $336.8 million, or 12.0%, to $3.1 billion at December 31, 2022 compared to December 31, 2021 primarily due to consistent loan growth during the year. The variances in loan segments for portfolio loans related to increases of $200.0 million in residential mortgages, $147.3 million in CRE loans, and $70.6 million in construction loans, offset by decreases of $45.4 million in the other category, $35.6 million in C&I loans and $0.1 million in other consumer loans. At January 1, 2021, the initial break-out of Other loans related to the adoption of Topic 326 totaled $379.9 million consisting of $140.8 million of CRE, $78.1 million of C&I, $50.8 million of Residential Mortgages and $110.2 million of Construction. This segment of loans has unique risk attributes considered inconsistent with current underwriting standards. The analysis applied to this segment resulted in an expected credit loss of $51.3 million at adoption. The Company had no loans held-for-sale at December 31, 2022 and $0.2 million at December 31, 2021.
Other real estate owned, (“OREO”), decreased $2.5 million at December 31, 2022 compared to December 31, 2021 due to sales and payments of OREO. Closed retail bank office carrying values increased $0.1 million and have a remaining book value of $1.1 million at December 31, 2022 compared to $1.0 million at December 31, 2021. During 2022, $1.9 million in properties were sold and two properties totaling $0.9 million were closed and moved to OREO, but remain to be sold. OREO related to foreclosed assets decreased $2.6 million at December 31, 2022 compared to December 31, 2021.
The securities portfolio decreased $86.1 million and is currently 19.9% of total assets at December 31, 2022 compared to 22.3% of total assets at December 31, 2021. The decrease is due to the Company’s strategy of redeploying securities maturities into higher yielding loan growth, as well as the continued decline in fair value due to rising interest rates. At December 31, 2022, total gross unrealized gains in the available-for-sale portfolio were $0.3 million, offset by $109.7 million of gross unrealized losses. Refer to the “Securities” section below for further discussion of unrealized losses in the available-for-sale securities portfolio.
Total deposits decreased $68.2 million to $3.6 billion at December 31, 2022 compared to December 31, 2021. The decreases included $82.8 million decrease in CDs due to the intentional runoff of higher cost CDs, a decline of $44.6 million in noninterest-bearing demand accounts and a decrease of $6.3 million in savings accounts. These decreases were offset by an increase of $44.3 million in interest-bearing demand accounts and an increase of $21.2 million in money market accounts. At December 31, 2022, noninterest-bearing deposits comprised 19.4% of total deposits compared to 20.2% at December 31, 2021. CDs comprised 34.7% of total deposits at December 31, 2022 and 36.3% at December 31, 2021. The decline in deposit balances can be attributed to the competitive market given the rising interest rate environment.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Total capital decreased by $79.0 million or 19.4% to $328.6 million at December 31, 2022 compared to $407.6 million at December 31, 2021. The decrease in equity was primarily due to a $87.3 million, net of tax, decrease in other comprehensive loss due to declines in the fair value of available-for-sale securities, a $42.9 million decrease related to the repurchase of common stock through December 31, 2022, partially offset by net income of $50.1 million for the year ended December 31, 2022 that was retained by the Company. The remaining difference of $1.1 million is related to stock-based compensation expense during 2022.
The ACL was 2.98% of total portfolio loans at December 31, 2022 compared to 3.41% as of December 31, 2021. General reserves as a percentage of total portfolio loans were 2.96% at December 31, 2022 compared to 3.38% at December 31, 2021. The decrease in the general reserves as a percentage of total portfolio loans was primarily driven by the release of $7.0 million of reserves that were allocated to the other segment due to principal pay-downs, throughout 2022, partially offset by strong loan growth, increased qualitative reserves of $3.0 million, and net charge-offs of $4.5 million. Management believes, the ACL is adequate to absorb expected losses inherent in the loan portfolio.
The Company remains well capitalized. Our Tier 1 capital ratio decreased to 12.61% at December 31, 2022 compared to 14.21% at December 31, 2021. Our leverage ratio was 10.29% at December 31, 2022, compared to 10.62% at December 31, 2021 and total risk-based capital ratio was 13.86% at December 31, 2022 compared to 15.46% at December 31, 2021.The decrease is primarily related to the aforementioned repurchase of common stock of $42.9 million through December 31, 2022. We adopted Current Expected Credit Losses (“CECL”) effective January 1, 2021 and elected to implement the regulatory agencies’ capital transition relief over the permissible three-year period.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Securities
The following table presents the composition of available-for-sale securities for the periods presented:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | $ Change |
| U.S. Treasury Securities | | $ | 17,866 | | | $ | 4,413 | | | $ | 13,453 | |
| U.S. Government Agency Securities | | 49,764 | | | 73,534 | | | (23,770) | |
| Residential Mortgage-Backed Securities | | 103,685 | | | 110,013 | | | (6,328) | |
| Commercial Mortgage-Backed Securities | | 34,675 | | | 43,026 | | | (8,351) | |
| Other Commercial Mortgage-Backed Securities | | 22,399 | | | 14,146 | | | 8,253 | |
| Asset Backed Securities | | 141,383 | | | 151,450 | | | (10,067) | |
| Collateralized Mortgage Obligations | | 176,622 | | | 203,881 | | | (27,259) | |
| States and Political Subdivisions | | 228,146 | | | 262,202 | | | (34,056) | |
| Corporate Notes | | 61,733 | | | 59,735 | | | 1,998 | |
| Total Debt Securities | | $ | 836,273 | | | $ | 922,400 | | | $ | (86,127) | |
The balances and average rates of our securities portfolio are presented below as of December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Balance | | Weighted-
Average
Yield | | Balance | | Weighted-
Average
Yield |
| U.S. Treasury Securities | | $ | 17,866 | | | 1.43 | % | | $ | 4,413 | | | 1.35 | % |
| U.S. Government Agency Securities | | 49,764 | | | 4.29 | % | | 73,534 | | | 1.37 | % |
| Residential Mortgage-Backed Securities | | 103,685 | | | 2.90 | % | | 110,013 | | | 0.44 | % |
| Commercial Mortgage-Backed Securities | | 34,675 | | | 4.52 | % | | 43,026 | | | 1.72 | % |
| Other Commercial Mortgage-Backed Securities | | 22,399 | | | 2.65 | % | | 14,146 | | | 2.02 | % |
| Asset Backed Securities | | 141,383 | | | 4.04 | % | | 151,450 | | | 1.70 | % |
| Collateralized Mortgage Obligations | | 176,622 | | | 3.56 | % | | 203,881 | | | 0.69 | % |
| States and Political Subdivisions | | 228,146 | | | 2.38 | % | | 262,202 | | | 2.41 | % |
| Corporate Notes | | 61,733 | | | 3.87 | % | | 59,735 | | | 4.08 | % |
| Total Securities Available-for-Sale | | $ | 836,273 | | | 3.24 | % | | $ | 922,400 | | | 1.65 | % |
The Company invests in various securities in order to maintain a source of liquidity, to satisfy various pledging requirements, to increase net interest income and as a tool of the ALCO to diversify and reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to the Company. Security purchases are subject to the Company’s Investment Policy approved annually by the Board and administered through ALCO and the Company’s treasury function.
The securities portfolio decreased $86.1 million at December 31, 2022 compared to December 31, 2021. Securities comprise 19.9% of total assets at December 31, 2022 compared to 22.3% at December 31, 2021. The decrease is due to the Company’s strategy of redeploying securities maturities into higher yielding loan growth, as well as the continued decline in fair value due to rising interest rates. We have further diversified the securities portfolio as to bond types, maturities and interest rate structures.
At December 31, 2022, total gross unrealized gains in the available-for-sale portfolio were $0.3 million offset by $109.7 million of gross unrealized losses. At December 31, 2021, total gross unrealized gains in the available-for-sale portfolio were $10.0 million offset by $7.8 million of gross unrealized losses.
The unrealized losses on debt securities are believed to be temporary primarily because these unrealized losses are due to reductions in market value caused by upward movement in interest rates, and not related to the credit quality of these securities. Our portfolio consists of 49.2% of securities issued by United States government sponsored entities and carry an implicit government guarantee. States and political subdivisions comprise 29.8% of the portfolio and largely general obligation or
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
essential purpose revenue bonds, which have performed very well historically over all business cycles, and are rated AA and AAA. We have the intent and ability to hold these securities to maturity and expect full recovery of the amortized cost.
The Company’s investment securities with intermediate and long-term maturities were the largest driver of these gross unrealized losses, as the market values of these securities are significantly impacted by the Treasury yield curve for similar durations (i.e., 5-year and 10-year Treasury securities). This portion of the Treasury yield curve has moved significantly upward over the past year, driving unrealized losses on these securities higher. Although the Federal Reserve continues its aggressive effort to raise short-term interest rates to combat inflation, the Company does not expect higher short-term rates to adversely impact the fair values of the Company’s investment securities to the same extent as increases in longer-term rates. The Company expects that higher short-term rates may improve yields on certain of the Company’s variable rate securities within the next six to twelve months.
At December 31, 2021, the 5-year and 10-year U.S. Treasury yields were 1.26% and 1.52%, respectively. At December 31, 2022, those same bond yields were 3.99% and 3.88%, respectively. Therefore, this increase of 273 and 236 basis points, respectively in the intermediate part of the yield curve largely caused the reduction in bond prices for fixed rate bonds in that maturity range. The effects were generally greater for longer maturity bonds, such as municipal bonds. On the other hand, floating rate bonds largely held consistent values, as those interest rates adjust in line with Federal Reserve interest rate hikes.
Should the impairment of any of these securities become credit related, the cost basis of the investment will be reduced and the resulting loss will be recognized in net income in the period the credit related impairment is identified, while any non-credit loss will be recognized in other comprehensive loss. At December 31, 2022 and December 31, 2021, the Company had no credit related net investment impairment losses.
The following table sets forth the maturities of securities at December 31, 2022 and the weighted average yields of such securities.
Available-for-Sale Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | Maturing |
| Within One Year | | After One But Within
Five Years | | After Five But Within
Ten Years | | After Ten Years |
| Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield |
| U.S. Treasury Securities | | $ | — | | | — | % | | $ | 14,080 | | | 1.46 | % | | $ | 3,786 | | | 1.35 | % | | $ | — | | | — | % |
| U.S. Government Agency Securities | | — | | | — | % | | 1,745 | | | 4.14 | % | | 48,019 | | | 4.30 | % | | — | | | — | % |
Residential Mortgage-Backed Securities(2) | | — | | | — | % | | — | | | — | % | | — | | | — | % | | 103,685 | | | 2.90 | % |
Commercial Mortgage-Backed Securities(2) | | — | | | — | % | | 631 | | | 5.70 | % | | 10,013 | | | 4.01 | % | | 24,031 | | | 4.72 | % |
Other Commercial Mortgage-Backed Securities(2) | | — | | | — | % | | — | | | — | % | | — | | | — | % | | 22,399 | | | 2.65 | % |
Asset Backed Securities(2) | | — | | | — | % | | — | | | — | % | | 70,943 | | | 3.10 | % | | 70,440 | | | 5.04 | % |
Collateralized Mortgage Obligations(2) | | — | | | — | % | | — | | | — | % | | 5,354 | | | 1.34 | % | | 171,268 | | | 3.63 | % |
| States and Political Subdivisions | | 200 | | | 5.21 | % | | 3,453 | | | 2.19 | % | | 82,829 | | | 2.19 | % | | 141,664 | | | 2.49 | % |
| Corporate Notes | | — | | | — | % | | — | | | — | % | | 61,733 | | | 3.87 | % | | — | | | — | % |
| Total | | $ | 200 | | | | | $ | 19,909 | | | | | $ | 282,677 | | | | | $ | 533,487 | | | |
Weighted Average Yield(1) | | | | 5.21 | % | | | | 1.94 | % | | | | 3.14 | % | | | | 3.34 | % |
(1)Weighted -average yields are calculated on a taxable-equivalent basis using the federal statutory tax rate of 21 percent.
(2) Securities not due at a single maturity date
At December 31, 2022 the Company had no held-to-maturity securities; however, if at a future date we classify securities as held-to-maturity, our disclosures will show the weighted average yield for each range of maturities.
At December 31, 2022, the Company held 54.2% fixed rate and 45.8% floating rate securities. The floating rate securities may have a stated maturity greater than ten years, but the interest rate generally adjusts monthly. Therefore, the duration on these securities is short, generally less than one year, and will therefore not be as sensitive to interest rate changes.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Refer to Note 4, Investment Securities, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our securities.
Loan Composition
The following table summarizes our loan portfolio as of the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 |
| Commercial | | | | | | | | | | |
| Commercial Real Estate | | $ | 1,470,562 | | | $ | 1,323,252 | | | $ | 1,453,799 | | | $ | 1,365,310 | | | $ | 1,359,036 | |
| Commercial and Industrial | | 309,792 | | | 345,376 | | | 557,164 | | | 621,667 | | | 661,870 | |
| Total Commercial Loans | | 1,780,354 | | | 1,668,628 | | | 2,010,963 | | | 1,986,977 | | | 2,020,906 | |
| Consumer | | | | | | | | | | |
| Residential Mortgages | | 657,948 | | | 457,988 | | | 472,170 | | | 514,538 | | | 397,280 | |
| Other Consumer | | 44,562 | | | 44,666 | | | 57,647 | | | 73,688 | | | 73,058 | |
| Total Consumer Loans | | 702,510 | | | 502,654 | | | 529,817 | | | 588,226 | | | 470,338 | |
| Construction | | 353,553 | | | 282,947 | | | 406,390 | | | 309,563 | | | 212,548 | |
| Other | | 312,496 | | | 357,900 | | | — | | | — | | | — | |
| Total Portfolio Loans | | 3,148,913 | | | 2,812,129 | | | 2,947,170 | | | 2,884,766 | | | 2,703,792 | |
| Loans Held-for-Sale | | — | | | 228 | | | 25,437 | | | 19,714 | | | 2,559 | |
| Loans Held-for-Sale in Connection with Sale of Bank Branches, at the lower of cost or fair value | | — | | | — | | | 9,835 | | | — | | | — | |
| Total Loans | | $ | 3,148,913 | | | $ | 2,812,357 | | | $ | 2,982,442 | | | $ | 2,904,480 | | | $ | 2,706,351 | |
Our loan portfolio represents our most significant source of interest income. The risk that borrowers are unable to pay such obligations is inherent in the loan portfolio. Other conditions such as downturns in the borrower's industry or the overall economic climate can significantly impact the borrower’s ability to pay. For a discussion of the risk factors relevant to our business and operations, please refer to Part I, Item 1A, “Risk Factors,” contained in this Annual Report on Form 10-K for the year ended December 31, 2022.
Total portfolio loans increased $336.8 million, or 12.0% to $3.1 billion at December 31, 2022 compared to $2.8 billion at December 31, 2021 with strong production in our CRE, residential mortgage and construction portfolios. We experienced a decline in total loans during 2021 primarily due to large commercial loan payoffs, $62.2 million of loan sales and mortgage refinancing sold in the secondary markets.
The commercial portfolio is monitored for potential concentrations of credit risk by market, property type and tenant concentrations. The Bank experienced strong growth in the residential mortgage loan portfolio during 2022. However, given the expectation of continued higher mortgage rates next year, we expect more modest growth during future periods. At December 31, 2022, the loan portfolio was comprised of 26.8% floating rate loans which reprice monthly, 41.2% variable rate loans that reprice at least once during the life of the loan, of which a majority of this loan population has one or more repricing events remaining before maturity, and 32.0% fixed rate loans. The Company carefully monitors the loan portfolio, including the potential impact on repayment capacity that our borrowers may experience given the interest rate environment.
Our exposure to the hospitality industry at December 31, 2022 equated to approximately $360.4 million, or 11.4%, of total portfolio loans. These were mostly loans secured by upscale or top tier flagged hotels, which have historically exhibited low leverage and strong operating cash flows. Beginning in the second quarter of 2021, we observed improvements in occupancy and the average daily rates for our hotel clients following sharp declines as a result of the pandemic. However, our clients continue to face challenges with respect to labor, which we believe impedes their ability to turnover rooms resulting in occupancy constraints. This has caused, or may cause, them to operate with lower levels of liquidity and an inability to reserve for capital improvements and could adversely affect their ability to pay property expenses, capital improvements and/or repay existing indebtedness. Contractual payments have been restored since the expiration of our deferral program on June 30, 2021. These developments, together with the current economic conditions, generally, may adversely impact the value of real estate
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
collateral in hospitality and other commercial real estate exposure. As a result, our financial condition, capital levels and results of operations could be adversely affected.
Aggregate commitments to our top 10 credit relationships were $652.5 million at December 31, 2022. The largest relationship of the top 10 represents 47.4% of the aggregate commitments of our top 10 credit relationships.
The following table summarizes our top 10 relationships and a description of industries represented for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dollars in Thousands | | For the Periods Ending | | | | | | |
| Top Ten (10) Relationships | | 12/31/2022 | | 12/31/2021 | | Change | | 2022 % of Gross Loans | | 2022 % of RBC |
| 1. Hospitality, agriculture & energy | | $ | 309,107 | | | $ | 350,010 | | | $ | (40,903) | | | 9.82 | % | | 63.94 | % |
| 2. Retail real estate & food services | | 55,625 | | | 56,073 | | | (448) | | | 1.77 | % | | 11.51 | % |
| 3. Industrial & retail real estate | | 41,725 | | | 45,653 | | | (3,928) | | | 1.32 | % | | 8.63 | % |
| 4. Multifamily development | | 40,000 | | | 36,720 | | | 3,280 | | | 1.27 | % | | 8.27 | % |
| 5. Retail real estate | | 37,679 | | | 38,250 | | | (571) | | | 1.20 | % | | 7.79 | % |
| 6. Hospitality | | 35,255 | | | 35,664 | | | (409) | | | 1.12 | % | | 7.29 | % |
| 7. Multifamily & student housing | | 33,998 | | | 35,405 | | | (1,407) | | | 1.08 | % | | 7.03 | % |
| 8. Special / limited use | | 33,736 | | | 33,736 | | | — | | | 1.07 | % | | 6.98 | % |
| 9. Hospitality | | 33,587 | | | 34,463 | | | (876) | | | 1.06 | % | | 6.95 | % |
| 10. Multifamily development | | 31,790 | | | 29,389 | | | 2,401 | | | 1.01 | % | | 6.58 | % |
| Top Ten (10) Relationships | | 652,502 | | | 695,363 | | | (42,861) | | | 20.72 | % | | 134.97 | % |
| Total Gross Loans | | 3,148,913 | | | 2,812,357 | | | 336,556 | | | | | |
| % of Total Gross Loans | | 20.72 | % | | 24.73 | % | | (4.01) | % | | | | |
| Concentration (25% of RBC) | | $ | 120,863 | | | $ | 120,781 | | | | | | | |
Unfunded commitments on lines of credit were $512.7 million at December 31, 2022 as compared to $433.1 million at December 31, 2021. The majority of unused commitments are for construction projects that will be drawn as the construction completes. Total utilization was 50.3% at December 31, 2022 and 52.2% at December 31, 2021. Unfunded commitments on commercial operating lines of credit was 49.7% at December 31, 2022 and 51.7% at December 31, 2021.
We attempt to limit our exposure to credit risk by diversifying our loan portfolio by segment, geography, collateral and industry while actively managing concentrations. When concentrations exist in certain segments, this risk is mitigated by reviewing the relevant economic indicators and internal risk rating trends of the loans in these segments. The Company established transaction, relationship and specific loan segment limits in its loan policy. Total commercial real estate balances should not exceed the combination of 300% of total risk-based capital and growth in excess of 50% over the previous thirty-six months and construction loan balances should not exceed 100% of total risk-based capital. Investment real estate property types and purchased loan programs have individual dollar limits that should not be exceeded in the portfolio and are based on management’s risk tolerance relative to capital. In addition, there are specific limits in place for various categories of real estate loans with regards to loan-to-value ratios, loan terms, and amortization periods. We also have policy limits on loan-to-cost for construction projects. Although leverage is important, the Company is also focused on cash flow generation and uses multiple metrics to calculate a supportable loan amount. Supportable loan amounts have generally been more challenging given the increases in commodities pricing.
Unsecured loans pose higher risk for the Company due to the lack of a well-defined secondary source of repayment. Commercial unsecured loans are reserved for the best quality customers with well-established businesses that operate with low financial and operating leverage. The repayment capacity of the borrower should exceed the policy and guidelines for secured loans. The Company significantly increased the standards for consumer unsecured lending by adjusting upward the required qualifying Fair Isaac Corporation (“FICO”) scores and restricting loan amounts at lower FICO scores.
Deferred costs and fees included in the portfolio balances above were $8.2 million and $4.5 million at December 31, 2022 and December 31, 2021, respectively. Discounts on purchased 1-4 family loans included in the portfolio balances above were $161.2 thousand and $190.6 thousand at December 31, 2022 and December 31, 2021, respectively.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
From time to time, we have mortgage loans held-for-sale derived from two sources. First, we purchase mortgage loans on a short-term basis from a partner financial institution that has fully executed sales contracts to end investors. Second, we originate and close mortgages with fully executed contracts with investors to purchase shortly after closing. We then hold these mortgage loans from both sources until funded by the investor, typically a two-week period. There were no mortgage loans held-for-sale at December 31, 2022 and $0.2 million at December 31, 2021.
The following tables present the maturity schedule of portfolio loan types at December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Maturity |
| (Dollars in Thousands) | | Within
One Year | | After One
But Within
Five Years | | After
Five But Within 15 Years | | After 15 Years | | Total |
| Fixed interest rates | | | | | | | | | | |
| Commercial Real Estate | | $ | 79,588 | | | $ | 246,838 | | | $ | 65,901 | | | $ | 9,372 | | | $ | 401,699 | |
| Commercial and Industrial | | 5,958 | | | 67,284 | | | 152,868 | | | 2,985 | | | 229,095 | |
| Residential Mortgages | | 11,086 | | | 7,308 | | | 71,857 | | | 23,853 | | | 114,104 | |
| Other Consumer | | 2,485 | | | 40,758 | | | 984 | | | — | | | 44,227 | |
| Construction | | 102,720 | | | 113,521 | | | 2,892 | | | — | | | 219,133 | |
| Other | | — | | | — | | | — | | | — | | | — | |
| Portfolio Loans with Fixed Interest Rates | | $ | 201,837 | | | $ | 475,709 | | | $ | 294,502 | | | $ | 36,210 | | | $ | 1,008,258 | |
| Variable interest rates | | | | | | | | | | |
| Commercial Real Estate | | $ | 47,898 | | | $ | 79,053 | | | $ | 665,031 | | | $ | 276,881 | | | $ | 1,068,863 | |
| Commercial and Industrial | | 27,176 | | | 27,310 | | | 22,867 | | | 3,344 | | | 80,697 | |
| Residential Mortgages | | 1,910 | | | 1,475 | | | 25,788 | | | 514,671 | | | 543,844 | |
| Other Consumer | | 335 | | | — | | | — | | | — | | | 335 | |
| Construction | | 49,313 | | | 76,025 | | | 7,540 | | | 1,542 | | | 134,420 | |
| Other | | 309,107 | | | — | | | — | | | 3,389 | | | 312,496 | |
| Portfolio Loans with Variable Interest Rates | | $ | 435,739 | | | $ | 183,863 | | | $ | 721,226 | | | $ | 799,827 | | | $ | 2,140,655 | |
| Total Portfolio Loans | | $ | 637,576 | | | $ | 659,572 | | | $ | 1,015,728 | | | $ | 836,037 | | | $ | 3,148,913 | |
Refer to Note 5, Loans and Loans Held-For-Sale, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our loans.
Credit Quality
On a monthly basis, a Criticized Asset Committee meets to review certain watch, special mention and substandard risk rated loans within prescribed policy thresholds. These loans typically represent the highest risk of loss to the Company. Action plans are established and these loans are monitored through regular contact with the borrower and loan officer, review of current financial information and other documentation, review of all loan or potential loan restructures or modifications and the regular re-evaluation of assets held as collateral.
On a quarterly basis, the Credit Risk Committee of the Board meets to review our loan portfolio metrics, approve segment limits, approve the adequacy of ACL, and findings from Loan Review identified in the previous quarter. Annually, this same committee approves credit related policies and policy enhancements as they become available.
Additional credit risk management practices include continuous reviews of trends in our lending footprint and our lending policies and procedures to support sound underwriting practices, concentrations, delinquencies and annual portfolio stress testing. Our Loan Review department serves as a mechanism to independently monitor credit quality and assess the effectiveness of credit risk management practices to provide oversight of all lending activities. The loan review function has the primary responsibility for assessing commercial credit administration and credit decision functions of consumer and mortgage underwriting, as well as providing input to the loan risk rating process. Our policy is to place loans in all categories in nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past due based on contractual terms. Consumer unsecured loans and secured loans are evaluated for charge-off
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
after the loan becomes 90 days past due. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell.
The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions. Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.
The following tables represent credit exposures by internally assigned risk ratings as of December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Commercial Real Estate | | Commercial & Industrial | | Residential Mortgages | | Other Consumer | | Construction | | Other | | Total |
| Pass | | $ | 1,457,340 | | | $ | 303,893 | | | $ | 653,044 | | | $ | 44,495 | | | $ | 352,516 | | | $ | 180,745 | | | $ | 2,992,033 | |
| Special Mention | | 10,796 | | | 2,887 | | | 983 | | | — | | | 69 | | | — | | | 14,735 | |
| Substandard | | 2,426 | | | 3,012 | | | 3,921 | | | 67 | | | 968 | | | 131,751 | | | 142,145 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Total Portfolio Loans | | $ | 1,470,562 | | | $ | 309,792 | | | $ | 657,948 | | | $ | 44,562 | | | $ | 353,553 | | | $ | 312,496 | | | $ | 3,148,913 | |
| | | | | | | | | | | | | | |
| Performing Loans | | $ | 1,468,258 | | | $ | 309,588 | | | $ | 654,683 | | | $ | 44,554 | | | $ | 352,689 | | | $ | 312,496 | | | $ | 3,142,268 | |
| Nonaccrual Loans | | 2,304 | | | 204 | | | 3,265 | | | 8 | | | 864 | | | — | | | 6,645 | |
| Total Portfolio Loans | | $ | 1,470,562 | | | $ | 309,792 | | | $ | 657,948 | | | $ | 44,562 | | | $ | 353,553 | | | $ | 312,496 | | | $ | 3,148,913 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (Dollars in Thousands) | | Commercial Real Estate | | Commercial & Industrial | | Residential Mortgages | | Other Consumer | | Construction | | Other | | Total |
| Pass | | $ | 1,314,576 | | | $ | 337,294 | | | $ | 453,894 | | | $ | 44,554 | | | $ | 281,241 | | | $ | 185,247 | | | $ | 2,616,806 | |
| Special Mention | | 5,260 | | | 8 | | | 553 | | | — | | | 604 | | | 3,281 | | | 9,706 | |
| Substandard | | 3,416 | | | 8,074 | | | 3,541 | | | 112 | | | 1,102 | | | 169,372 | | | 185,617 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Total Portfolio Loans | | $ | 1,323,252 | | | $ | 345,376 | | | $ | 457,988 | | | $ | 44,666 | | | $ | 282,947 | | | $ | 357,900 | | | $ | 2,812,129 | |
| | | | | | | | | | | | | | |
| Performing Loans | | $ | 1,319,915 | | | $ | 344,925 | | | $ | 455,437 | | | $ | 44,593 | | | $ | 281,962 | | | $ | 357,900 | | | $ | 2,804,732 | |
| Nonaccrual Loans | | 3,337 | | | 451 | | | 2,551 | | | 73 | | | 985 | | | — | | | 7,397 | |
| Total Portfolio Loans | | $ | 1,323,252 | | | $ | 345,376 | | | $ | 457,988 | | | $ | 44,666 | | | $ | 282,947 | | | $ | 357,900 | | | $ | 2,812,129 | |
At December 31, 2022 and December 31, 2021, the Company had no loans that were risk rated as doubtful. Special mention and substandard loans at December 31, 2022 decreased $38.4 million to $156.9 million compared to $195.3 million at December 31, 2021, with an increase of $5.0 million in special mention and a decrease of $43.4 million in substandard. The largest variance in special mention was primarily related to a CRE project totaling $9.9 million that was downgraded, offset by the payment in full on two CRE projects totaling $6.0 million and an upgraded credit to pass status in the amount of $1.5 million. In addition to CRE, the Company downgraded a syndicated C&I loan totaling $2.9 million. The decrease in substandard loans primarily related to the Other loan segment due to principal paydowns during 2022.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Nonperforming assets consist of nonaccrual loans and OREO. The following table summarizes nonperforming assets for the dates presented:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | December 31, |
| 2022 | | 2021 |
| Nonperforming Loans | | | | |
| Commercial Real Estate | | $ | 2,304 | | | $ | 3,337 | |
| Commercial and Industrial | | 204 | | | 451 | |
| Residential Mortgages | | 3,265 | | | 2,551 | |
| Other Consumer | | 8 | | | 73 | |
| Construction | | 864 | | | 985 | |
| Other | | — | | | — | |
| Total Nonperforming Loans | | 6,645 | | | 7,397 | |
| Other Real Estate Owned | | 8,393 | | | 10,916 | |
| Total Nonperforming Assets | | $ | 15,038 | | | $ | 18,313 | |
| | | | |
| Nonperforming Loans to Total Portfolio Loans | | 0.21 | % | | 0.26 | % |
| Nonperforming Assets to Total Portfolio Loans plus Other Real Estate Owned | | 0.48 | % | | 0.65 | % |
Nonperforming assets decreased $3.3 million, or 17.9% to $15.0 million at December 31, 2022 compared to December 31, 2021. The decrease was primarily due to a $2.5 million decrease in OREO, driven primarily by sales and payments. Closed retail bank offices have a remaining book value of $1.1 million at December 31, 2022 compared to $1.0 million at December 31, 2021. During 2022, six branch closures were completed and moved to OREO as part of our branch network optimization project that aligns with our strategic goals to enhance franchise value and improve operating efficiency. Nine properties were sold totaling $1.9 million sold and two properties totaling $0.9 million were closed, but remain to be sold. Organic OREO decreased $2.6 million at December 31, 2022 compared to December 31, 2021.
NPLs decreased by $0.8 million at December 31, 2022 compared to December 31, 2021. NPLs as a percentage of total portfolio loans were 0.21% at December 31, 2022 compared to 0.26% at December 31, 2021.
Past Company legacy underwriting standards relied heavily on loan to value and did not necessarily consider the income characteristics of the borrower. An overreliance on value as a primary repayment source can become compromised during real estate cycles. As a result, management has worked through these legacy credits and has installed a number of underwriting guardrails that consider the proportion of speculation, transaction limits and introduced sensitivity analysis in order to determine supportable loan amounts. While these guardrails do not insulate the Company from credit cycles, it should reduce the experience of defaults. Despite economic uncertainty, increased costs and interest rates, credit quality remains favorable.
There were no nonaccrual loans related to loans held-for-sale at December 31, 2022 and December 31, 2021, respectively.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our nonperforming loans and OREO.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following table summarizes past due loans for the dates presented:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | December 31, |
| 2022 | | 2021 |
| Loans 30 to 89 Days Past Due | | | | |
| Commercial | | | | |
| Commercial Real Estate | | $ | 104 | | | $ | 229 | |
| Commercial and Industrial | | 283 | | | 297 | |
| Total Commercial Loans | | 387 | | | 526 | |
| Consumer | | | | |
| Residential Mortgages | | 445 | | | 683 | |
| Other Consumer | | 541 | | | 461 | |
| Total Consumer Loans | | 986 | | | 1,144 | |
| Construction | | 3,464 | | | — | |
| Other | | — | | | — | |
| Total Loans 30 to 89 Days Past Due | | $ | 4,837 | | | $ | 1,670 | |
Portfolio loans past due 30 to 89 days and still accruing increased $3.2 million to $4.8 million at December 31, 2022 compared to December 31, 2021, primarily in the construction segment due to two relationships with an aggregate principal balance of $2.9 million at December 31, 2022. There were no loans during the year ended December 31, 2022 and December 31, 2021 that were past due more than 90 days and still accruing.
Closed-end installment loans, amortizing loans secured by real estate and any other loans with payments scheduled monthly are reported past due when the borrower is in arrears two or more monthly payments. Other multi-payment obligations with payments scheduled other than monthly are reported past due when one scheduled payment is due and unpaid for 30 days or more. We monitor delinquency on a monthly basis, including loans that are at risk for becoming delinquent and early stage delinquencies in order to identify emerging patterns and potential problem loans.
Troubled Debt Restructuring Disclosures Prior to Our Adoption of ASU No. 2022-02
Prior to our adoption of ASU No. 2022-02, the Company accounted for Troubled Debt Restructuring (“TDR”) as a loan which, for economic or legal reasons related to a borrower’s financial difficulties, granted a concession to the borrower that we would not otherwise grant. The Company strives to identify borrowers in financial difficulty early and work with them to modify terms and conditions before their loan defaults and/or is transferred to nonaccrual status. Modified terms that might have been considered a TDR generally included extension of maturity dates at a stated interest rate lower than the current market rate for a new loan with similar characteristics, reductions in contractual interest rates or principal deferment. While unusual, there may have been instances of principal forgiveness. Short-term modifications that were considered insignificant were generally not considered a TDR unless there were other concessions granted. On April 1, 2022, the Company adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2022. Refer to Note 1, Summary of Significant Accounting Polices, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to ASU No. 2022-02.
Generally, the Company individually evaluates all loans experiencing financial difficulty, with a commitment greater than or equal to $1.0 million for individually evaluated loan reserves. In addition, the Company may individually evaluate credits that have complex loan structures, even if the commitment is less than $1.0 million. Nonaccrual loans can be returned to accruing status if the ultimate collectability of all contractual amounts due, according to the restructured agreement, is not in doubt and there is a period of a minimum of six months of satisfactory payment performance by the borrower either immediately before or after the restructuring.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Allowance for Credit Losses
The following summarizes our allowance for credit loss experience at December 31 for each of the years presented:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Balance Beginning of Year | | $ | 95,939 | | | $ | 54,074 | | | $ | 38,762 |
| Impact of CECL Adoption | | — | | | 61,642 | | | — |
| Provision for Credit Losses | | 2,419 | | | 3,350 | | | 18,006 |
| Charge-offs: | | | | | | |
| Commercial Real Estate | | — | | | 19,662 | | | 40 |
| Commercial and Industrial | | 3,436 | | | 374 | | | 66 |
| Residential Mortgages | | 46 | | | 273 | | | 258 |
| Other Consumer | | 1,677 | | | 2,256 | | | 3,991 |
| Construction | | — | | | 1,859 | | | — |
| Other | | — | | | — | | | — |
| Total Charge-offs | | 5,159 | | | 24,424 | | | 4,355 |
| Recoveries: | | | | | | |
| Commercial Real Estate | | — | | 159 | | 707 |
| Commercial and Industrial | | 1 | | 291 | | 2 |
| Residential Mortgages | | 99 | | 168 | | 27 |
| Other Consumer | | 404 | | 586 | | 737 |
| Construction | | 149 | | 93 | | 188 |
| Other | | — | | — | | — |
| Total Recoveries | | 653 | | 1,297 | | 1,661 |
| Total Net Charge-offs | | 4,506 | | 23,127 | | 2,694 |
| Balance End of Year | | $ | 93,852 | | $ | 95,939 | | $ | 54,074 |
| | | | | | |
| Net Charge-offs to Average Portfolio Loans | | 0.15% | | 0.79% | | 0.09% |
| Allowance for Credit Losses to Total Portfolio Loans | | 2.98% | | 3.41% | | 1.83% |
Total net charge-offs decreased to $4.5 million for the year ended December 31, 2022 compared to $23.1 million for the year ended December 31, 2021 primarily in the CRE segment. The largest charge-off in 2022 was $3.4 million on a purchased syndicated C&I loan in the amount of $4.9 million, which was previously reserved for $2.6 million, transferred to held-for-sale in the third quarter of 2022 in the amount of $1.5 million and then sold in the fourth quarter of 2022. The net charge-offs of $23.1 million for the full year 2021 was primarily attributable to the resolution of five problem relationships during 2021, in which the majority of losses were anticipated and previously reserved.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
The following is the allocation of the ACL balance by segment as of December 31 for the years presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 |
| (Dollars in Thousands) | | Amount | | % of Loans | | Amount | | % of Loans |
| Commercial Real Estate | | $ | 17,992 | | | 46.7 | % | | $ | 17,297 | | | 47.0 | % |
| Commercial & Industrial | | 3,980 | | | 9.9 | % | | 4,111 | | | 12.3 | % |
| Residential Mortgages | | 8,891 | | | 20.9 | % | | 4,368 | | | 16.3 | % |
| Other Consumer | | 1,329 | | | 1.4 | % | | 1,493 | | | 1.6 | % |
| Construction | | 6,942 | | | 11.2 | % | | 6,939 | | | 10.1 | % |
| Other | | 54,718 | | | 9.9 | % | | 61,731 | | | 12.7 | % |
| Balance End of Year | | $ | 93,852 | | | 100.0 | % | | $ | 95,939 | | | 100.0 | % |
The declines in the other segment were primarily due to principal pay-downs during 2022. The ACL was $93.9 million, or 2.98%, of total portfolio loans at December 31, 2022 compared to $95.9 million, or 3.41% of total portfolio loans at December 31, 2021.
The following table summarizes the credit quality ratios and their components as of December 31 for the years presented below:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Allowance for Credit Losses to Total Portfolio Loans | | | | |
| Allowance for Credit Losses | | $ | 93,852 | | | $ | 95,939 | |
| Total Portfolio Loans | | 3,148,913 | | | 2,812,129 | |
| Allowance for Credit Losses to Total Portfolio Loans | | 2.98 | % | | 3.41 | % |
| | | | |
| Nonperforming Loans to Total Portfolio Loans | | | | |
| Nonperforming Loans | | $ | 6,645 | | | $ | 7,397 | |
| Total Portfolio Loans | | 3,148,913 | | | 2,812,129 | |
| Nonperforming Loans to Total Portfolio Loans | | 0.21 | % | | 0.26 | % |
| | | | |
| Allowance for Credit Losses to Nonperforming Loans | | | | |
| Allowance for Credit Losses | | $ | 93,852 | | | $ | 95,939 | |
| Nonperforming Loans | | 6,645 | | | 7,397 | |
| Allowance for Credit Losses to Nonperforming Loans | | 1,412.37 | % | | 1,297.00 | % |
| | | | |
| Net Charge-offs to Average Portfolio Loans | | | | |
| Net Charge-offs | | $ | 4,506 | | | $ | 23,127 | |
| Average Total Portfolio Loans | | 2,988,785 | | | 2,927,083 | |
| Net Charge-offs to Average Portfolio Loans | | 0.15 | % | | 0.79 | % |
The provision (recovery) for credit losses, which includes a provision (recovery) for losses on loans and on unfunded commitments, is a charge to earnings to maintain the ACL at a level consistent with management's assessment of expected losses over the life of loans as of the balance sheet date. The provision for credit losses decreased $0.9 million to $2.4 million for the year ended 2022 compared to the same period in 2021. The reductions in the Other segment reserves due to principal paydowns were partially offset by charge-offs in 2022 and reserves associated with loan growth.
The provision (recovery) for unfunded commitments increased $1.8 million to $0.5 million for the year ended 2022 when compared to a recovery of $1.3 million for the year ended 2021 due to the level of construction commitments as well as changes in reserve rates. The reserve for unfunded commitments is largely comprised of unfunded commitments related to real estate construction loans. There are three basic factors that influence the reserve rates associated with unfunded commitments for construction loans. First, the reserve rate is extrapolated from the reserve rates calculated for certain commercial real estate funded loans within the ACL model. These reserve rates are influenced by the same factors cited in the ACL model such as economic forecasts, average portfolio life, etc. Refer to Note 1, Summary of Significant Accounting Policies, in the Notes to
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to the ACL Policy and the discussion of these factors. Second, since the category of construction is generic, management applies a weighting of the reserve rates associated with certain CRE loans. The proportion of these segments affect the weighting. Third, volume changes impact the total reserve calculation.
As a percentage of average total portfolio loans, net charge-offs were 0.15% for the year ended December 31, 2022 compared to 0.79% for the same period in 2021. At December 31, 2022 NPLs decreased $0.8 million at December 31, 2022 since December 31, 2021. NPLs as a percentage of total portfolio loans were 0.21% and 0.26% as of December 31, 2022 and December 31, 2021, respectively.
Refer to Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our ACL.
Deposits
The daily average balance of deposits and rates paid on deposits are summarized in the following table for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 |
| (Dollars in Thousands) | | Average
Balance | | Rate | | Average
Balance | | Rate |
| Noninterest-Bearing Demand | | $ | 716,645 | | | — | | | $ | 736,974 | | | — | |
| | | | | | | | |
| Interest-Bearing Demand | | 489,298 | | | 0.32 | % | | 413,714 | | | 0.24 | % |
| Money Market | | 521,269 | | | 0.35 | % | | 383,391 | | | 0.29 | % |
| Savings | | 720,682 | | | 0.10 | % | | 663,382 | | | 0.10 | % |
| Certificates of Deposit | | 1,271,548 | | | 1.14 | % | | 1,484,436 | | | 1.31 | % |
| | | | | | | | |
| Total Interest-Bearing Deposits | | 3,002,797 | | | 0.62 | % | | 2,944,923 | | | 0.76 | % |
| Total Average Deposits | | $ | 3,719,442 | | | 0.50 | % | | $ | 3,681,897 | | | 0.60 | % |
For the year ended December 31, 2022, total average deposits grew $37.5 million, including an increase in average money market accounts of $137.9 million, or 36.0%, an increase in average interest-bearing deposits of $75.5 million, or 18.3%, and an increase in average savings accounts of $57.3 million, or 8.6%. The increases were partially offset by a managed decrease in average CDs of $212.9 million, or 14.3% due to the intentional runoff of higher cost CDs, through the first half of the year, and a decline in average noninterest-bearing demand deposits of $20.3 million. Due to historically low market interest rates during 2021 and the first half of 2022, the Company was able to migrate away from higher rate CDs and grow lower yielding, more liquid products. During the second half of 2022, market interest rates increased quickly providing new incentives for customers to seek out higher yielding CDs.
The following table presents additional information about our year-end deposits:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Deposits from the Certificate of Deposit Account Registry Services (CDARS) | | $ | 922 | | | $ | 139 | |
| Noninterest-Bearing Public Funds Deposits | | 27,086 | | | 58,393 | |
| Interest-Bearing Public Funds Deposits | | 180,243 | | | 123,968 | |
Total Deposits not Covered by Deposit Insurance(1) | | 378,175 | | | 396,626 | |
| Certificates of Deposits not Covered by Deposit Insurance | | 159,030 | | | 147,134 | |
| Deposits from Certain Directors, Executive Officers and their Affiliates | | 2,910 | | | 3,032 | |
(1) These deposits are presented on an estimated basis. This estimate was determined based on the same methodologies and assumptions used for regulatory reporting requirements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Maturities of CDs over $250,000 or more not covered by deposit insurance at December 31, 2022 are summarized as follows:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | Amount | | Percent |
| Three Months or Less | | $ | 16,002 | | | 10.1 | % |
| Over Three Months Through Twelve Months | | 72,505 | | | 45.6 | % |
| Over Twelve Months Through Three Years | | 62,836 | | | 39.5 | % |
| Over Three Years | | 7,687 | | | 4.8 | % |
| Total | | $ | 159,030 | | | 100.0 | % |
Refer to Note 11, Deposits, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our deposits.
Federal Home Loan Bank (“FHLB”) Borrowings and Federal Funds Purchased
Information pertaining to FHLB borrowings and federal funds purchased at December 31 is summarized in the table below:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Balance at Period End | | | | | | |
| Federal Home Loan Bank Borrowings | | $ | 180,550 | | | $ | 7,000 | | | $ | 35,000 | |
| Federal Funds Purchased | | 17,870 | | | — | | | — | |
| Average Balance during Period | | | | | | |
| Federal Home Loan Bank Borrowings | | 29,849 | | | 25,986 | | | 30,628 | |
| Federal Funds Purchased | | 5,711 | | | — | | | 55 | |
| Average Interest Rate during the Period | | | | | | |
| Federal Home Loan Bank Borrowings | | 3.90 | % | | 1.20 | % | | 1.18 | % |
| Federal Funds Purchased | | 3.29 | % | | — | % | | 1.82 | % |
| Maximum Month-end Balance during the Period | | | | | | |
| Federal Home Loan Bank Borrowings | | 180,550 | | | 35,000 | | | 35,000 | |
| Federal Funds Purchased | | 23,020 | | | — | | | — | |
| Average Interest Rate at Period End | | | | | | |
| Federal Home Loan Bank Borrowings | | 4.48 | % | | 1.61 | % | | 1.13 | % |
| Federal Funds Purchased | | 4.65 | % | | — | % | | — | % |
The Company had $180.6 million FHLB borrowings at December 31, 2022 and $7.0 million at December 31, 2021 an increase of $173.6 million. The Company had $17.9 million in overnight federal funds purchased at December 31, 2022 and had no outstanding overnight federal funds purchased at December 31, 2021. The level and composition of borrowed funds fluctuates over time based on many factors including market conditions, loan growth, investment securities, deposit growth and capital considerations. We manage our borrowed funds to provide a reliable source of liquidity.
The Company held FHLB of Atlanta stock of $9.7 million and $2.4 million at December 31, 2022 and December 31, 2021, respectively. Dividends recorded on this restricted stock were $154 thousand and $121 thousand for the years ended December 31, 2022 and December 31, 2021, respectively. The investment is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. We hold FHLB stock because we are a member of the FHLB of Atlanta. The FHLB requires members to purchase and hold a specified level of FHLB stock based upon the members’ asset values, level of borrowings and participation in other programs offered. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of the FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value.
Refer to Note 12, Federal Home Loan Bank Borrowings and Federal Funds Purchased, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our borrowings.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Capital Resources
The following table summarizes ratios for the Company and Bank for December 31:
| | | | | | | | | | | | | | |
| | 2022 | | 2021 |
| Common Equity Tier 1 | | | | |
| Carter Bankshares, Inc. | | 12.61 | % | | 14.21 | % |
| Carter Bank and Trust | | 12.42 | % | | 14.04 | % |
| Tier 1 Ratio | | | | |
| Carter Bankshares, Inc. | | 12.61 | % | | 14.21 | % |
| Carter Bank and Trust | | 12.42 | % | | 14.04 | % |
| Total Risk-Based Capital Ratio | | | | |
| Carter Bankshares, Inc. | | 13.86 | % | | 15.46 | % |
| Carter Bank and Trust | | 13.68 | % | | 15.29 | % |
| Leverage Ratio | | | | |
| Carter Bankshares, Inc. | | 10.29 | % | | 10.62 | % |
| Carter Bank and Trust | | 10.13 | % | | 10.49 | % |
Total shareholders’ equity decreased by $79.0 million to $328.6 million at December 31, 2022 compared to $407.6 million at December 31, 2021. The decrease was primarily due to $87.3 million, net of tax, decrease in other comprehensive loss due to changes in the fair value of available-for-sale securities and $42.9 million related to the repurchase of common stock, partially offset by net income of $50.1 million. The remaining difference of $1.1 million is related to stock-based compensation during the year ended December 31, 2022.
The Company and the Bank are subject to various capital requirements administered by the federal banking regulators. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulations to ensure capital adequacy require us to maintain minimum amounts and ratios.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2022 and December 31, 2021, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.
The Company continues to maintain its capital position with a leverage ratio of 10.29% as compared to the regulatory guideline of 5.00% to be well-capitalized and a risk-based Common Equity Tier 1 ratio of 12.61% compared to the regulatory guideline of 6.50% to be well-capitalized. Our risk-based Tier 1 and Total Capital ratios were 12.61% and 13.86%, respectively, which places the Company above the federal bank regulatory agencies’ well-capitalized guidelines of 8.00% and 10.00%, respectively. We believe that we have the ability to raise additional capital, if necessary.
The Basel rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital. The Company elected to retain this treatment which reduces the volatility of regulatory capital levels.
The Basel III Capital Rules require the Company and the Bank to maintain minimum Common Equity Tier 1, Tier 1 and Total Capital ratios, along with a capital conservation buffer, effectively resulting in new minimum capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank.
In December 2018, the Office of the Comptroller of the Currency, (the “OCC”), the Federal Reserve System, (“FRB”), and the Federal Deposit Insurance Corporation, (“FDIC”), approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the Day 1 adverse effects on regulatory capital that may result from the adoption of the new accounting standard. On March 27, 2020, the regulators issued interim final rule (“IFR”), “Regulatory Capital Rule: Revised Transition of the Current Expected Credit Losses Methodology for Allowances” in response to the disrupted economic activity from the spread of COVID-19. The IFR maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). We adopted CECL effective January 1, 2021 and elected to implement the capital transition relief over the permissible three-year period.
Refer to Note 20, Capital Adequacy, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information related to our capital.
Contractual Obligations
Contractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude contingent contractual liabilities for which we cannot reasonably predict future payments. The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. The following table presents, as of December 31, 2022, significant fixed and determinable contractual obligations to third parties by payment date:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Payments Due In |
| (Dollars in Thousands) | | Less Than
One Year | | One to
Three
Years | | Three to
Five Years | | More Than
five Years | | Total |
Deposits without a Stated Maturity (1) | | $ | 2,368,807 | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,368,807 | |
Certificates of Deposits (1) | | 637,771 | | | 487,827 | | | 134,345 | | | 1,583 | | | 1,261,526 | |
| | | | | | | | | | |
| Federal Home Loan Bank Borrowings | | 180,550 | | | — | | | — | | | — | | | 180,550 | |
| Federal Funds Purchased | | 17,870 | | | — | | | — | | | — | | | 17,870 | |
| Operating and Capital Leases | | 675 | | | 1,287 | | | 1,247 | | | 9,975 | | | 13,184 | |
| Purchase Obligations | | 4,674 | | | 8,719 | | | 8,089 | | | 2,983 | | | 24,465 | |
| Total | | $ | 3,210,347 | | | $ | 497,833 | | | $ | 143,681 | | | $ | 14,541 | | | $ | 3,866,402 | |
(1) Excludes InterestLease contracts are described in Note 8, Premises and Equipment, of the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Purchase obligations primarily represent obligations under agreement with a third-party data processing vendor and communications charges.
Off-Balance Sheet Arrangements
In the normal course of business, the Company offers our customers lines of credit and letters of credit to meet their financing objectives. The undrawn or unfunded portion of these facilities do not represent outstanding balances and therefore are not reflected in our financial statements as loans receivable. The Company provides lines of credit to our clients to memorialize the commitment to finance the completion of construction projects and revolving lines of credit to operating companies to finance their working capital needs. Lines of credit for construction projects represent $373.2 million, or 59.2% and $283.9 million, or 55.3% of the commitments to extend credit identified in the table below at December 31, 2022 and December 31, 2021, respectively. The Company provides letters of credit, generally, for the benefit or our customers to provide assurance to various municipalities that construction projects will be completed according to approved plans and specifications. These instruments involve elements of credit and interest rate risk and our exposure to credit loss, in the event the customer does not satisfy the
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
terms of the agreement, could be equal to the contractual amount of the obligation less the value of any collateral. The Company analyzes this risk and calculates a reserve for unfunded commitments. The same credit policies are applied in granting these facilities as those used for underwriting loans. Lines of credit to finance construction projects include a construction end date, at which time the loan is expected to convert to a mini-perm loan. A department independent of our lending group monitors construction commitments of $1.0 million or more. Lines of credit to operating companies to finance working capital include a maturity date and may include various financial covenants. Letters of credit include an expiration date unless it is a standby letter of credit which automatically renews but generally provide for a termination clause on an annual basis given sufficient notice to the beneficiary. The Company typically charges an annual fee for the issuance of letters of credit. Because letters of credit are expected to expire without being drawn upon, these commitments do not necessarily represent future cash requirements of the Company.
The following table sets forth the commitments and letters of credit as of December 31:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Commitments to Extend Credit | | $ | 630,619 | | | $ | 513,482 | |
| Standby Letters of Credit | | 25,739 | | | 27,083 | |
| Total | | $ | 656,358 | | | $ | 540,565 | |
Estimates of the fair value of these off-balance sheet items were not made because of the short-term nature of these arrangements and the credit standing of the counterparties.
For more details, see Note 17 - Commitments and Contingencies, in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Liquidity
Liquidity is defined as a financial institution’s ability to meet its cash and collateral obligations at a reasonable cost. This includes the ability to satisfy the financial needs of depositors who want to withdraw funds or borrowers needing to access funds to meet their credit needs. In order to manage liquidity risk the Company’s Board has delegated authority to the ALCO for formulation, implementation and oversight of liquidity risk management for the Company. The ALCO’s goal is to maintain adequate levels of liquidity at a reasonable cost to meet funding needs in both a normal operating environment and for potential liquidity stress events. The ALCO monitors and manages liquidity through various ratios, reviewing cash flow projections, performing stress tests and by having a detailed contingency funding plan. The ALCO policy guidelines define graduated risk tolerance levels. If our liquidity position moves to a level that has been defined as high risk, specific actions are required, such as increased monitoring or the development of an action plan to reduce the risk position.
The Company’s primary funding and liquidity source is a stable customer deposit base. Management believes that we have the ability to retain existing deposits and attract new deposits, mitigating any funding dependency on other more volatile sources. Although deposits are the primary source of funds, the Company has identified various other funding sources that can be used as part of our normal funding program when either a structure or cost efficiency has been identified. Additional funding sources accessible to the Company include borrowing availability at the FHLB, equal to 25% of the Company’s assets approximating $1.0 billion, subject to the amount of eligible collateral pledged, unsecured federal funds lines with six other correspondent financial institutions in the amount of $145.0 million, access to the institutional CD market, and the brokered deposit market. In addition to the lines referenced above, the Company also has $611.8 million of unpledged available-for-sale investment securities as an additional source of liquidity. Please refer to the Liquidity Sources table below for available funding with the FHLB and our unsecured lines of credit with correspondent banks.
An important component of our ability to effectively respond to potential liquidity stress events is maintaining a cushion of highly liquid assets. Highly liquid assets are those that can be converted to cash quickly, with little or no loss in value, to meet financial obligations. ALCO policy guidelines define a ratio of highly liquid assets to total assets by graduated risk tolerance levels of minimal, moderate and high. At December 31, 2022, the Bank had $616.3 million in highly liquid assets, which consisted of FRB Excess Reserves and interest-bearing deposits in other financial institutions of $4.5 million, and $611.8 million in unpledged securities. This resulted in highly liquid assets to total assets ratio of 14.7% at December 31, 2022.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (continued)
If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.
The following table provides detail of liquidity sources as of December 31:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Cash and Due From Banks, including Interest-bearing Deposits | | $ | 46,869 | | | $ | 277,799 | |
| | | | |
| | | | |
| Unpledged Investment Securities | | 611,845 | | | 743,836 | |
| Excess Pledged Securities | | 46,305 | | | 28,417 | |
| FHLB Borrowing Availability | | 676,746 | | | 667,307 | |
| Unsecured Lines of Credit Availability | | 127,130 | | | 145,000 | |
| Total Liquidity Sources | | $ | 1,508,895 | | | $ | 1,862,359 | |
Inflation
Management is aware of the significant effect inflation has on interest rates and can have on financial performance. The Company’s ability to cope with this is best determined by analyzing its capability to respond to changing interest rates and its ability to manage noninterest income and expense. The mix of interest-rate sensitive assets and liabilities is monitored through ALCO in order to reduce the impact of inflation on net interest income. The effects of inflation are controlled by reviewing the prices of our products and services, by introducing new products and services and by controlling overhead expenses. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.
Stock Repurchase Plan
On June 28, 2022, the Company’s Board authorized the adoption of a new common stock repurchase program for the purchase of up to an additional 750,000 shares of the Company’s common stock from time-to-time on the open market (“2022 program”), at management’s discretion, which was in addition to the existing plan approved by the Board on December 10, 2021 (“prior program”, and together with the 2022 program, the “Company Stock Repurchase Programs.”) The prior program was completed on April 28, 2022. The Company purchased 2,587,361 shares of its outstanding common stock on the open market at a total cost of $42.9 million, or $16.59 per share during the year ended December 31, 2022 under the Company Stock Repurchase Programs. The remaining shares authorized to be purchased under the 2022 program totaled 132,232 shares at December 31, 2022.
The Company Stock Repurchase Programs are described in Item 5, Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities, of this Annual Report on Form 10-K.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Market risk is defined as the degree to which changes in interest rates, foreign exchange rates, commodity prices, or equity prices can adversely affect a financial institution’s earnings or capital. For financial institutions, market risk primarily reflects exposures to changes in interest rates. Interest rate fluctuations affect earnings by changing net interest income and other interest-sensitive income and expense levels. Interest rate changes affect capital by changing the net present value of a financial institution’s future cash flows, and the cash flows themselves, as rates change. Accepting this risk is a normal part of banking and can be an important source of profitability and enhancement of shareholder value. However, excessive interest rate risk can threaten a financial institution’s earnings, capital, liquidity, and solvency. Our sensitivity to changes in interest rate movements is continually monitored by the ALCO.
The ALCO utilizes an asset liability model (“ALM”) to monitor and manage market risk by simulating various rate shock scenarios and analyzing the results of the rate shocks on the Company’s projected net interest income (“NII”) and economic value of equity (“EVE”). The rate shock scenarios used in the ALM span over multiple time horizons and yield curve shapes and include parallel and non-parallel shifts to ensure the ALCO can mitigate future earnings and market value fluctuations due to changes in market interest rates.
Within the context of the ALM, NII rate shock simulations explicitly measure the exposure to earnings from changes in market rates of interest over a defined time horizon. These robust simulations include assumptions of how the balance sheet will react in different rate environments including loan prepayment speeds, the average life of non-maturing deposits, and how sensitive each interest-earning asset and interest-bearing liability is to changes in the market rates (betas). Under simulation analysis, our current financial position is combined with assumptions regarding future business to calculate net interest income under various hypothetical rate scenarios. Reviewing these various measures provides us with a more comprehensive view of our interest rate risk profile.
NII rate shock simulation results are compared to a base case NII result to provide an estimate of the impact that simulated market rate changes may have on 12 months and 24 months of pretax NII. The base case earnings scenario together with various rate shock earning scenarios are modeled utilizing both a static and growth balance sheet. A static balance sheet is a no-growth balance sheet in which all maturing and/or repricing cash flows are reinvested in the same product at the existing product spread over a prescribed index. Parallel rate shock analyses assume an immediate parallel shift in market interest rates across all horizons of the yield curve and also include management’s assumptions regarding the impact of interest rate changes on non-maturity deposit products (noninterest-bearing demand, interest-bearing demand, money market, and savings) and changes in the prepayment behavior of loans and securities with embedded optionality. Our policy guidelines limit the change in pretax NII over a 12-month horizon using rate shocks of +/- 100, 200, 300, and 400 basis points.
To monitor interest rate risk beyond the 24-month time horizon of rate shocks, we also perform EVE rate shock simulations using the same assumptions used in the NII rate shock simulations discussed above. EVE represents the present value of all asset cash flows discounted with related market interest rates minus the present value of all liability cash flows which are also discounted with related market interest rates. The impact of a changing interest rate environment on the Company’s projected EVE is analyzed by shocking market interest rates, then modeling the impact of the rate shock on both the cash flow of assets and liabilities, and the underlying discount rate utilized in the present value calculation of the assets and liabilities. Market rate shock results are then compared to base case simulation results to determine the impact that market rate changes may have on our EVE. As with NII rate shock analyses, EVE rate shock analyses incorporate management’s assumptions regarding prepayment behavior of fixed rate loans and securities with embedded optionality and the behavior and value of non-maturity deposit products. Our policy guidelines limit the change in EVE given changes in rates of +/- 100, 200, 300, and 400 basis points.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - (continued)
The following tables reflect the NII rate shock analyses and EVE analyses results for the periods presented utilizing a forecasted static balance sheet over the next twelve months. All percentage changes presented are within prescribed ranges set by management.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
Change in Interest Rate
(basis points) | | % Change in Pretax
Net Interest Income | | % Change in Economic
Value of Equity | | % Change in Pretax
Net Interest Income | | % Change in Economic
Value of Equity |
| 400 | | 14.5 | % | | (4.7) | % | | 43.6 | % | | 24.6 | % |
| 300 | | 11.2 | % | | (2.1) | % | | 33.1 | % | | 20.6 | % |
| 200 | | 7.7 | % | | (0.2) | % | | 22.5 | % | | 15.4 | % |
| 100 | | 4.1 | % | | 0.8 | % | | 11.4 | % | | 8.6 | % |
| -100 | | (5.1) | % | | (3.4) | % | | (2.4) | % | | (7.0) | % |
| -200 | | (10.7) | % | | (8.5) | % | | (3.2) | % | | (11.5) | % |
| -300 | | (17.3) | % | | (16.0) | % | | (3.3) | % | | 0.9 | % |
| -400 | | (23.5) | % | | (28.0) | % | | (3.3) | % | | 14.3 | % |
The results from the net interest income rate shock analysis are consistent with having an asset sensitive balance sheet when adjusted for repricing correlations (betas). The above table indicates that in a rising interest rate environment, the Company is positioned to have increased pretax net interest income for the same asset base due to the balance sheet composition, related maturity structures, and repricing correlations to market interest rates for assets and liabilities. Conversely, in a declining interest rate environment, we are positioned to have decreased pretax net interest income for the same reasons discussed above.
Based on the ALM results presented above for the quarters ending December 31, 2022 and December 31, 2021, the Company’s balance sheet is less asset sensitive at December 31, 2022 than it previously was at December 31, 2021. This migration in asset sensitivity is due to 1) lower yielding, floating rate excess cash positions held in federal reserve bank and interest-bearing deposits in other financial institutions that are more sensitive to future market interest rate changes which were deployed into higher yielding, fixed and floating rate securities and portfolio loans that are less sensitive to future market interest rate changes, and 2) the recent shifts in the shape of the yield curve between the two periods presented above.
In addition to rate shocks and EVE analyses, sensitivity analyses are performed to help us identify which model assumptions are critical and cause the greatest impact on pretax NII. Sensitivity analyses include changing prepayment behavior of loans and securities with optionality, repricing correlations, and the impact of interest rate changes on non-maturity deposit products (decay rates).
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - (continued)
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | |
| (Dollars in Thousands Except Per Share Data) | | December 31,
2022 | | December 31,
2021 |
| ASSETS | | | | |
Cash and Due From Banks, including Interest-Bearing Deposits of $4,505 at December 31, 2022 and $241,101 at December 31, 2021 | | $ | 46,869 | | | $ | 277,799 | |
| | | | |
| | | | |
| | | | |
| Securities Available-for-Sale, at Fair Value | | 836,273 | | | 922,400 | |
| Loans Held-for-Sale | | — | | | 228 | |
| | | | |
| Portfolio Loans | | 3,148,913 | | | 2,812,129 | |
| Allowance for Credit Losses | | (93,852) | | | (95,939) | |
| Portfolio Loans, net | | 3,055,061 | | | 2,716,190 | |
| Bank Premises and Equipment, net | | 72,114 | | | 75,297 | |
| | | | |
| Other Real Estate Owned, net | | 8,393 | | | 10,916 | |
| | | | |
| Federal Home Loan Bank Stock, at Cost | | 9,740 | | | 2,352 | |
| Bank Owned Life Insurance | | 56,734 | | | 55,378 | |
| Other Assets | | 119,335 | | | 73,186 | |
| Total Assets | | $ | 4,204,519 | | | $ | 4,133,746 | |
| | | | |
| LIABILITIES | | | | |
| Deposits: | | | | |
| Noninterest-Bearing Demand | | $ | 703,334 | | | $ | 747,909 | |
| Interest-Bearing Demand | | 496,948 | | | 452,644 | |
| Money Market | | 484,238 | | | 463,056 | |
| Savings | | 684,287 | | | 690,549 | |
| Certificates of Deposit | | 1,261,526 | | | 1,344,318 | |
| | | | |
| Total Deposits | | 3,630,333 | | | 3,698,476 | |
| Federal Home Loan Bank Borrowings | | 180,550 | | | 7,000 | |
| Federal Funds Purchased | | 17,870 | | | — | |
| Other Liabilities | | 47,139 | | | 20,674 | |
| Total Liabilities | | 3,875,892 | | | 3,726,150 | |
| | | | |
| SHAREHOLDERS' EQUITY | | | | |
Common Stock, Par Value $1.00 Per Share, Authorized 100,000,000 Shares; | | | | |
Outstanding - 23,956,772 shares at December 31, 2022, and 26,430,919 shares at December 31, 2021 | | 23,957 | | | 26,431 | |
| Additional Paid-in Capital | | 104,693 | | | 143,988 | |
| Retained Earnings | | 285,593 | | | 235,475 | |
| Accumulated Other Comprehensive (Loss) Income | | (85,616) | | | 1,702 | |
| Total Shareholders' Equity | | 328,627 | | | 407,596 | |
| Total Liabilities and Shareholders' Equity | | $ | 4,204,519 | | | $ | 4,133,746 | |
See accompanying notes to audited Consolidated Financial Statements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - (continued)
CONSOLIDATED STATEMENTS OF INCOME (LOSS) | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| (Dollars in Thousands except, Per Share Data) | | 2022 | | 2021 | | 2020 |
| INTEREST INCOME | | | | | | |
| Loans, including fees | | | | | | |
| Taxable | | $ | 135,055 | | | $ | 115,448 | | | $ | 117,226 | |
| Non-Taxable | | 3,609 | | | 4,733 | | | 7,694 | |
| Investment Securities | | | | | | |
| Taxable | | 20,330 | | | 12,442 | | | 14,263 | |
| Non-Taxable | | 693 | | | 882 | | | 1,238 | |
| FRB Excess Reserves | | 312 | | | 169 | | | 224 | |
| Interest on Bank Deposits | | 29 | | | 102 | | | 78 | |
| Dividend Income | | 154 | | | 121 | | | 218 | |
| Total Interest Income | | 160,182 | | | 133,897 | | | 140,941 | |
| Interest Expense | | | | | | |
| Interest Expense on Deposits | | 18,616 | | | 22,246 | | | 35,391 | |
| Interest Expense on Federal Funds Purchased | | 188 | | | — | | | 1 | |
| Interest on Other Borrowings | | 1,450 | | | 468 | | | 434 | |
| Total Interest Expense | | 20,254 | | | 22,714 | | | 35,826 | |
| NET INTEREST INCOME | | 139,928 | | | 111,183 | | | 105,115 | |
| Provision for Credit Losses | | 2,419 | | | 3,350 | | | 18,006 | |
| Provision (Recovery) for Unfunded Commitments | | 509 | | | (1,269) | | | — | |
| Net Interest Income After Provision (Recovery) for Credit Losses | | 137,000 | | | 109,102 | | | 87,109 | |
| NONINTEREST INCOME | | | | | | |
| Gain on Sales of Securities, net | | 46 | | | 6,869 | | | 6,882 | |
| Service Charges, Commissions and Fees | | 7,168 | | | 6,662 | | | 4,668 | |
| Debit Card Interchange Fees | | 7,427 | | | 7,226 | | | 5,857 | |
| Insurance Commissions | | 1,961 | | | 1,901 | | | 1,728 | |
| Bank Owned Life Insurance Income | | 1,357 | | | 1,380 | | | 1,400 | |
| Gains on Sales and Write-downs of Bank Premises, net | | 73 | | | — | | | — | |
| Other Real Estate Owned Income | | 50 | | | 90 | | | 340 | |
| Commercial Loan Swap Fee Income | | 774 | | | 2,416 | | | 4,051 | |
| Other | | 2,862 | | | 2,337 | | | 1,654 | |
| Total Noninterest Income | | 21,718 | | | 28,881 | | | 26,580 | |
| NONINTEREST EXPENSE | | | | | | |
| Salaries and Employee Benefits | | 52,399 | | | 54,157 | | | 52,390 | |
| Occupancy Expense, net | | 13,527 | | | 13,556 | | | 13,369 | |
| FDIC Insurance Expense | | 2,015 | | | 2,157 | | | 2,313 | |
| Other Taxes | | 3,319 | | | 3,129 | | | 3,151 | |
| Advertising Expense | | 1,434 | | | 952 | | | 1,633 | |
| Telephone Expense | | 1,781 | | | 2,208 | | | 2,303 | |
| Professional and Legal Fees | | 5,818 | | | 5,255 | | | 5,006 | |
| Data Processing | | 4,051 | | | 3,758 | | | 2,648 | |
| Losses on Sales and Write-downs of Other Real Estate Owned, net | | 432 | | | 3,622 | | | 1,435 | |
| Losses on Sales and Write-downs of Bank Premises, net | | — | | | 231 | | | 99 | |
| Debit Card Expense | | 2,750 | | | 2,777 | | | 2,565 | |
| Tax Credit Amortization | | 621 | | | 1,708 | | | 1,088 | |
| Unfunded Loan Commitment Expense | | — | | | — | | | (252) | |
| Other Real Estate Owned Expense | | 343 | | | 407 | | | 657 | |
| Goodwill Impairment Expense | | — | | | — | | | 62,192 | |
| Other | | 8,511 | | | 8,368 | | | 8,178 | |
| Total Noninterest Expense | | 97,001 | | | 102,285 | | | 158,775 | |
| Income (Loss) Before Income Taxes | | 61,717 | | | 35,698 | | | (45,086) | |
| Income Tax Provision | | 11,599 | | | 4,108 | | | 772 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - (continued)
| | | | | | | | | | | | | | | | | | | | |
| Net Income (Loss) | | $ | 50,118 | | | $ | 31,590 | | | $ | (45,858) | |
| | | | | | |
| Earnings (Loss) per Common Share: | | | | | | |
| Basic Earnings (Loss) per Common Share | | $ | 2.03 | | | $ | 1.19 | | | $ | (1.74) | |
| Diluted Earnings (Loss) per Common Share | | $ | 2.03 | | | $ | 1.19 | | | $ | (1.74) | |
| Average Shares Outstanding-Basic | | 24,595,789 | | | 26,342,729 | | | 26,379,774 | |
| Average Shares Outstanding-Diluted | | 24,595,789 | | | 26,342,729 | | | 26,379,774 | |
See accompanying notes to audited Consolidated Financial Statements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - (continued)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Net Income (Loss) | | $ | 50,118 | | | $ | 31,590 | | | $ | (45,858) | |
| Other Comprehensive (Loss) Income: | | | | | | |
| Net Unrealized (Losses) Gains on Securities Available-for-Sale: | | | | | | |
| Net Unrealized (Losses) Gains Arising during the Period | | (111,542) | | | (10,877) | | | 26,621 | |
| Reclassification Adjustment for Gains included in Net Income (Loss) | | (46) | | | (6,869) | | | (6,882) | |
| Tax Effect | | 24,270 | | | 3,727 | | | (4,145) | |
| Net Unrealized (Losses) Gains Recognized in Other Comprehensive (Loss) Income | | (87,318) | | | (14,019) | | | 15,594 | |
| Other Comprehensive (Loss) Income: | | (87,318) | | | (14,019) | | | 15,594 | |
| Comprehensive (Loss) Income | | $ | (37,200) | | | $ | 17,571 | | | $ | (30,264) | |
See accompanying notes to audited Consolidated Financial Statements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - (continued)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| (Dollars in Thousands) | | Common Stock | | Additional Paid-in
Capital | | Retained Earnings | | Accumulated Other
Comprehensive Income
(Loss) | | Total Shareholder's
Equity |
| Balance January 1, 2020 | | $ | 26,334 | | | $ | 142,492 | | | $ | 304,158 | | | $ | 127 | | | $ | 473,111 | |
| Net Loss | | — | | | — | | | (45,858) | | | — | | | (45,858) | |
| Other Comprehensive Income, Net of Tax | | — | | | — | | | — | | | 15,594 | | | 15,594 | |
Dividends Declared ($0.14 per share) | | — | | | — | | | (3,689) | | | — | | | (3,689) | |
Forfeiture of Restricted Stock (4,344 shares) | | (4) | | | 4 | | | — | | | — | | | — | |
Issuance of Restricted Stock (55,156 shares) | | 55 | | | (55) | | ) | — | | | — | | | — | |
| Recognition of Restricted Stock Compensation Expense | | — | | | 1,016 | | | — | | | — | | | 1,016 | |
| Balance December 31, 2020 | | $ | 26,385 | | | $ | 143,457 | | | $ | 254,611 | | | $ | 15,721 | | | $ | 440,174 | |
| Net Income | | — | | | — | | | 31,590 | | | — | | | 31,590 | |
| Other Comprehensive Loss, Net of Tax | | — | | | — | | | — | | | (14,019) | | | (14,019) | |
| Cumulative Effect For Adoption of Credit Losses | | — | | | — | | | (50,726) | | | — | | | (50,726) | |
Repurchase of Common Stock (30,407 shares) | | (30) | | | (433) | | | — | | | — | | | (463) | |
Forfeiture of Restricted Stock (6,205 shares) | | (6) | | ) | 6 | | | — | | | — | | | — | |
Issuance of Restricted Stock (82,490 shares) | | 82 | | | (82) | | ) | — | | | — | | | — | |
| Recognition of Restricted Stock Compensation Expense | | — | | | 1,040 | | | — | | | — | | | 1,040 | |
| Balance December 31, 2021 | | $ | 26,431 | | | $ | 143,988 | | | $ | 235,475 | | | $ | 1,702 | | | $ | 407,596 | |
| Net Income | | — | | | — | | | 50,118 | | ) | — | | | 50,118 | |
| Other Comprehensive Loss, Net of Tax | | — | | | — | | | — | | | (87,318) | | | (87,318) | |
Repurchase of Common Stock (2,587,361 shares) | | (2,587) | | | (40,340) | | | — | | | — | | | (42,927) | |
Forfeiture of Restricted Stock (14,141 shares) | | (14) | | ) | (142) | | | — | | | — | | | (156) | |
Issuance of Restricted Stock (127,355 shares) | | 127 | | | (127) | | | — | | | — | | | — | |
| Recognition of Restricted Stock Compensation Expense | | — | | | 1,314 | | | — | | | — | | | 1,314 | |
| Balance December 31, 2022 | | $ | 23,957 | | | $ | 104,693 | | | $ | 285,593 | | | $ | (85,616) | | | $ | 328,627 | |
See accompanying notes to audited Consolidated Financial Statements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - (continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| OPERATING ACTIVITIES | | | | | | |
| Net Income (Loss) | | $ | 50,118 | | | $ | 31,590 | | | $ | (45,858) | |
| Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities | | | | | | |
| Provision for Credit Losses, including Provision (Recovery) for Unfunded Commitments | | 2,928 | | | 2,081 | | | 18,006 | |
| Goodwill Impairment | | — | | | — | | | 62,192 | |
| Origination of Loans Held-for-Sale | | (8,047) | | | (480,372) | | | (800,053) | |
| Proceeds From Loans Held-for-Sale | | 10,184 | | | 505,946 | | | 794,592 | |
| Depreciation/Amortization of Bank Premises and Equipment | | 6,063 | | | 6,229 | | | 6,142 | |
| Provision (Benefit) for Deferred Taxes | | 3,630 | | | 3,114 | | | (1,627) | |
| Net Amortization of Securities | | 5,749 | | | 4,798 | | | 3,441 | |
| Tax Credit Amortization | | 621 | | | 1,708 | | | 1,088 | |
| Gains on Sales of Loans Held-for-Sale | | (396) | | | (365) | | | (262) | |
| Gains on Sales of Securities, net | | (46) | | | (6,869) | | | (6,882) | |
| Write-downs of Other Real Estate Owned | | 741 | | | 3,472 | | | 1,483 | |
| (Gains) Losses on Sales of Other Real Estate Owned, net | | (309) | | | 150 | | | (48) | |
| (Gains) Losses on Sales and Write-downs of Bank Premises, net | | (73) | | | 231 | | | 99 | |
| Change in Fair Market Value of Commercial Loan Swap Derivative | | (605) | | | (89) | | | 214 | |
| Premiums on Branch Sales | | — | | | (506) | | | — | |
| Increase in the Value of Life Insurance Contracts | | (1,357) | | | (1,380) | | | (1,400) | |
| Recognition of Restricted Stock Compensation Expense | | 1,314 | | | 1,040 | | | 1,016 | |
| (Increase) Decrease in Other Assets | | (3,273) | | | 8,361 | | | (18,723) | |
| Increase (Decrease) in Other Liabilities | | 3,549 | | | (1,601) | | | (5,716) | |
| Net Cash Provided By Operating Activities | | 70,791 | | | 77,538 | | | 7,704 | |
| INVESTING ACTIVITIES | | | | | | |
| Securities Available-for-Sale: | | | | | | |
| Proceeds from Sales | | 19,777 | | | 197,056 | | | 188,169 | |
| Proceeds from Maturities, Redemptions, and Pay-downs | | 84,693 | | | 110,196 | | | 78,852 | |
| Purchases | | (135,634) | | | (466,648) | | | (277,644) | |
| Purchase of Bank Premises and Equipment, Net | | (5,890) | | | (8,484) | | | (10,120) | |
| Proceeds from Sales of Bank Premises and Equipment, net | | 408 | | | — | | | — | |
| Net Cash Paid in Branch Sales | | — | | | (73,923) | | | — | |
| Proceeds from Sale of Portfolio Loans | | — | | | 52,320 | | | — | |
| (Purchase) Redemption of Federal Home Loan Bank Stock, net | | (7,388) | | | 2,741 | | | (980) | |
| Loan (Originations) and Payments, net | | (342,877) | | | 67,131 | | | (75,688) | |
| | | | | | |
| Other Real Estate Owned Improvements | | — | | | — | | | (19) | |
| Proceeds from Sales and Payments of Other Real Estate Owned | | 4,840 | | | 13,256 | | | 4,162 | |
| Net Cash Used In Investing Activities | | (382,071) | | | (106,355) | | | (93,268) | |
| FINANCING ACTIVITIES | | | | | | |
| Net Change in Demand, Money Markets and Savings Accounts | | 14,649 | | | 369,730 | | | 469,507 | |
| Decrease in Certificates of Deposits | | (82,792) | | | (276,899) | | | (289,124) | |
| Proceeds (Repayments) from Federal Home Loan Bank Borrowings, net | | 173,550 | | | (28,000) | | | 25,000 | |
| Proceeds (Repayments) from Federal Funds Purchased, net | | 17,870 | | | — | | | — | |
| Repurchase of Common Stock | | (42,927) | | | (157) | | | — | |
| Cash Dividends Paid | | — | | | — | | | (3,689) | |
| Net Cash Provided By Financing Activities | | 80,350 | | | 64,674 | | | 201,694 | |
| Net (Decrease) Increase in Cash and Cash Equivalents | | (230,930) | | | 35,857 | | | 116,130 | |
| Cash and Cash Equivalents at Beginning of Period | | 277,799 | | | 241,942 | | | 125,812 | |
| Cash and Cash Equivalents at End of Period | | $ | 46,869 | | | $ | 277,799 | | | $ | 241,942 | |
See accompanying notes to audited Consolidated Financial Statements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - (continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| SUPPLEMENTARY DATA | | | | | | |
| Cash Interest Paid | | $ | 19,338 | | | $ | 23,467 | | | $ | 36,696 | |
| Cash Paid for Income Taxes | | 5,793 | | | 2,720 | | | 416 | |
| Transfer from Loans to Other Real Estate Owned | | 74 | | | 59 | | | 755 | |
| | | | | | |
| Loans Transferred to Held-for-Sale | | 1,513 | | | — | | | — | |
| Transfer from Fixed Assets to Other Real Estate Owned | | 2,675 | | | 12,013 | | | 2,221 | |
| Security (Purchases) Settled in Subsequent Period | | — | | | — | | | (2,259) | |
| Right-of-use Asset Recorded in Exchange for Lease Liabilities | | 3,391 | | | 2,027 | | | 621 | |
| Loans Held-for-Sale in Connection with Sale of Bank Branches | | — | | | — | | | 9,835 | |
| Bank Premises and Equipment Held-for-Sale | | — | | | — | | | 2,293 | |
| Deposits Held for Assumption in Connection with Sale of Bank Branches | | — | | | — | | | 84,717 | |
| Stock Repurchases Settled in Subsequent Period | | — | | | (306) | | | — | |
See accompanying notes to audited Consolidated Financial Statements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: Carter Bankshares, Inc. (the “Company”) is a holding company headquartered in Martinsville, Virginia. The Company is the parent company of its wholly owned subsidiary of Carter Bank & Trust (the “Bank”). The holding company is regulated by the Federal Reserve Bank (“FRB”). The Bank is an insured, Virginia state-chartered commercial bank which operates branches in Virginia and North Carolina. The Bank is regulated by the Federal Deposit Insurance Corporation (“FDIC”) and Bureau of Financial Institutions of the Virginia State Corporation Commission. The Bank has one wholly owned subsidiary, CB&T Investment Company (the “Investment Company”).
The Company was incorporated on October 7, 2020, by and at the direction of the Bank Board, for the sole purpose of acquiring the Bank and serving as the Bank’s parent bank holding company pursuant to a corporate reorganization transaction (the “Reorganization”). The Reorganization was completed on November 20, 2020 pursuant to an Agreement and Plan of Reorganization among the Bank, the Company and CBT Merger Sub, Inc., and the Bank survived the Reorganization as a wholly-owned subsidiary of the Company. In the Reorganization, each of the outstanding shares of the Bank’s common stock were converted into and exchanged for one newly issued share of the Company’s common stock.
Our market coverage is primarily in Virginia and North Carolina, including Fredericksburg, Charlottesville, Lynchburg, Roanoke, Christiansburg, Martinsville, Danville, Greensboro, Fayetteville, and Mooresville. The Company provides a full range of financial services with retail, and commercial banking products and insurance.
Accounting Policies: Our financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the balance sheets and revenues and expenses for the periods then ended. Actual results could differ from those estimates. Our significant accounting policies are described below.
Principles of Consolidation: The Consolidated Financial Statements include the accounts of Carter Bankshares, Inc. and its wholly owned subsidiary. The Investment Company is a subsidiary of the Bank. All significant intercompany transactions have been eliminated in consolidation.
Reclassification: Amounts in prior years' financial statements and footnotes are reclassified whenever necessary to conform to the current year’s presentation. Reclassifications had no material effect on prior year net income or shareholders’ equity.
Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the Consolidated Financial Statements and the disclosures provided, and actual results could differ from those estimates. Information available which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, including COVID-19-related changes, and changes in the financial condition of borrowers.
Operating Segments: The chief decision-makers of our operating segments monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis, and operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
Cash and Cash Equivalents: The Company considers all cash on hand, amounts due from banks, federal funds sold, and FRB excess reserves as cash equivalents for the purposes of the Consolidated Statements of Cash Flows with all items having original maturities fewer than 90 days. Federal funds are customarily sold for one-day periods. The FRB pays the target fed funds rate on the FRB excess reserves.
Restrictions on Cash: Cash on hand or on deposit with the FRB is required to meet regulatory reserve and clearing requirements.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and financial standby and performance letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Comprehensive (Loss) Income: Comprehensive (loss) income consists of net income (loss) and other comprehensive (loss) income. Other comprehensive (loss) income includes unrealized (losses) gains on securities available-for-sale, net of tax.
Securities: The Company classifies securities into either the held-to-maturity or available-for-sale categories at the time of purchase. All securities were classified as available-for-sale at December 31, 2022 and December 31, 2021. Securities classified as available-for-sale include securities which can be sold for liquidity, investment management, or similar reasons even if there is not a present intention of such a sale. Available-for-sale securities are reported at fair value, with unrealized (losses) gains, net of tax included in other comprehensive (loss) income.
Premium amortization is deducted from, and discount accretion is added to, interest income on securities using the level yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses are recognized upon the sale of specific identified securities on the completed trade date.
Management evaluates debt securities for impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. In determining impairment, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an impairment decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.
When an impairment occurs, the amount of impairment recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the impairment shall be separated into the amount representing the credit loss and the amount related to all other factors. Credit-related impairment is recognized as an allowance for credit losses (“ACL”) on the balance sheet with a corresponding adjustment to provision for credit losses in the Consolidated Statements of Net Income (Loss). Both the allowance and the adjustment to net income (loss) can be reversed if conditions change.
Loans Held-for-Sale: Loans held-for-sale arise primarily from two sources. First, we purchase mortgage loans on a short-term basis from a partner financial institution that have fully executed sales contracts to end investors. Second, we originate and close mortgages with fully executed contracts with investors to purchase shortly after closing. We then hold these mortgage loans from both sources until funded by the investor, typically a two-week period. Gains and losses on sales of mortgage loans held-for-sale are determined using the specific identification method and are included in other noninterest income in the Consolidated Statements of Net Income (Loss).
From time to time, certain loans are transferred from the loan portfolio to loans held-for-sale, which are carried at the lower of cost or fair value. If a loan is transferred from the loan portfolio to the held-for-sale category, any write-down in the carrying amount of the loan at the date of transfer is recorded as a charge-off against the ACL. Subsequent declines in fair value are recognized as a charge to noninterest income. The remaining unamortized fees and costs are recognized as part of the cost basis of the loan at the time it is sold. Gains and losses on sales of loans held-for-sale are included in other noninterest income in the Consolidated Statements of Net Income (Loss).
Loans and Allowance for Credit Losses: Loans that management have the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, discounts, and an allowance for credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
An individually evaluated loan analysis is conducted for loans that are either or both nonperforming or a restructured loan with a commitment greater than or equal to $1.0 million. The ACL related to loans individually evaluated is primarily based on the excess of the loan's current outstanding principal balance compared to the estimated fair value of the related collateral, less cost to sell. For a loan that is not collateral-dependent, the allowance is recorded at the amount by which the outstanding principal balance exceeds the current estimate of the future cash flows on the loan discounted at the loan's original effective interest rate.
Loans, including individually evaluated loans, are generally classified as nonaccrual if they are past due as to maturity or payment of principal or interest for a period of more than 90 days based on contractual terms, unless such loans are well-secured and in the process of collection. If a loan or a portion of a loan is classified as doubtful or is partially charged off, the loan is generally classified as nonaccrual. Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual, if repayment in full of principal and/or interest is unlikely. Any interest that is accrued, but not collected is reversed against interest income when a loan is placed on nonaccrual status, which typically occurs prior to charging off all, or a portion, of a loan.
While a loan is classified as nonaccrual and the probability of collecting the recorded loan balance is doubtful, collections of interest and principal are generally applied as a reduction to principal outstanding. Payments collected on a nonaccrual loan are first applied to principal, secondly to any existing charge-offs, thirdly to interest, and lastly to any outstanding fees owed to the Company.
Loans may be returned to accrual status when all principal and interest amounts contractually due are reasonably assured of repayment within an acceptable period of time, and there is a period of a minimum of six months of satisfactory payment performance by the borrower in accordance with the contractual terms of interest and principal.
Allowance for Credit Losses
On January 1, 2021, we adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (“Topic 326”), which replaced the incurred loss impairment model with an expected loss model. As part of adoption our model introduced a segmented pool of “other” loans for discrete analysis. This segmented pool included unique risk attributes considered inconsistent with current underwriting standards. The analysis applied to this pool resulted in an increase in the Current Expected Credit Losses (“CECL”) and is disclosed in the Other line item in the portfolio loan segments. As a result of the CECL adoption we recorded a transition adjustment of $50.7 million to retained earnings as of January 1, 2021 for the cumulative effect of the adoption of ASU 2016-13.
Our CECL methodology introduced a modified discounted cash flow methodology based on expected cash flow changes in the future for the Other segment. A significant population of the Other segment was not impaired under the probable incurred loss model and therefore not subject to a collateral dependent specific reserve analysis. For the population of the Other segment that was impaired under the incurred loss model, based on collateral values, the specific reserves totaled zero. The CECL model was developed with subjective assumptions that is driven by the following key factors: prepayment speeds, timing of prepayments, loss given defaults as well as other factors including the discount rate based upon the cost of capital and ultimately the timing of future cash flows.
For periods prior to the adoption of the CECL standard, we recognized credit losses for loans that were collectively evaluated for impairment based on an incurred loss approach, which limited our measurement of credit losses to credit events that were estimated to have already occurred. The allowance for credit losses under the incurred loss model was a valuation allowance for probable incurred losses inherent in the loan portfolio. Management made the determination by taking into consideration historical loan loss experience, diversification of the loan portfolio, amounts of secured and unsecured loans, banking industry standards and averages, and general economic conditions. Credit losses were charged against the allowance when the loan balance was confirmed uncollectible. Subsequent recoveries, if any, were credited to the allowance. Ultimate losses varied from current estimates. The estimates were reviewed periodically and as adjustments become necessary, they were reported in earnings in the periods in which they become reasonably estimable.
For more details, see Note 6 - Allowance for Credit Losses, in Item 8 of this Annual Report on Form 10-K.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Allowance for Credit Losses Policy
The adoption of CECL accounting did not result in a significant change to any other credit risk management and monitoring process, including identification of past due or delinquent borrowers, nonaccrual practices, assessment of troubled debt restructurings or charge-off policy.
The Company’s methodology for estimating the ACL includes:
Segmentation. The Company’s loan portfolio is segmented by homogeneous loan types that behave similarly to economic cycles.
Specific Analysis. A specific reserve analysis is applied to certain individually evaluated loans. These loans are evaluated quarterly generally based on collateral value, observable market value or the present value of expected future cash flows. A specific reserve is established if the fair value is less than the loan balance. A charge-off is recognized when the loss is quantifiable. Individually evaluated loans not specifically analyzed receive a quantitative and qualitative analysis, as described below.
Quantitative Analysis. The Company elected to use Discounted Cash Flow (“DCF”). Economic forecasts include but are not limited to unemployment, the Consumer Price Index, the Housing Price Index and Gross Domestic Product. These forecasts are assumed to revert to the long-term average and are utilized in the model to estimate the probability of default and loss given default through regression. Model assumptions include, but are not limited to the discount rate, prepayments and curtailments. The product of the probability of default and the loss given default is the estimated loss rate, which varies over time. The estimated loss rate is applied within the appropriate periods in the cash flow model to determine the net present value. Net present value is also impacted by assumptions related to the duration between default and recovery. The reserve is based on the difference between the summation of the principal balances taking amortized costs into consideration and the summation of the net present values.
Qualitative Analysis. Based on management’s review and analysis of internal, external and model risks, management may adjust the model output. Management reviews the peaks and troughs of the model’s calibration, taking into account economic forecasts to develop guardrails that serve as the basis for determining the reasonableness of the model’s output and makes adjustments as necessary. This process challenges unexpected variability resulting from outputs beyond the model’s calibration that appear to be unreasonable. Additionally, management may adjust the economic forecast if it is incompatible with known market conditions based on management’s experience and perspective.
“Other” Segmented Pool
CECL provides for the flexibility to model loans differently compared to the prior model. With the adoption of CECL management elected to evaluate certain loans based on shared but unique risk attributes. The loans included in the Other segment of the model were underwritten and approved based on standards that are inconsistent with our current underwriting standards. The model for the Other segment was developed with subjective assumptions that may cause volatility driven by the following key factors: prepayment speeds, timing of contractual payments, discount rate, as well as other factors. The discount rate is reflective of the inherent risk in the Other segment. A substantial change in these assumptions could cause a significant impact to the model causing volatility. Management reviews the model output for appropriateness and subjectively makes adjustments as needed. The analysis applied to this pool resulted in an allowance of $51.3 million upon adoption and is disclosed in the Other segment line item.
Our charge-off policy for loans requires that loans and other obligations that are not collectible be promptly charged-off when the loss becomes probable, regardless of the delinquency status of the loan. The Company may elect to recognize a partial charge-off when management has determined that the value of collateral is less than the remaining investment in the loan. A loan or obligation does not need to be charged-off, regardless of delinquency status, if (i) management has determined there exists sufficient collateral to protect the remaining loan balance and (ii) there exists a strategy to liquidate the collateral. Management may also consider a number of other factors to determine when a charge-off is appropriate. These factors may include, but are not limited to:
•The status of a bankruptcy proceeding
•The value of collateral and probability of successful liquidation; and/or
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
•The status of adverse proceedings or litigation that may result in collection
Consumer unsecured loans and secured loans are evaluated for charge-off after the loan becomes 90 days past due. Unsecured loans are fully charged-off and secured loans are charged-off to the estimated fair value of the collateral less the cost to sell.
Closed-end installment loans, amortizing loans secured by real estate and any other loans with payments scheduled monthly are reported past due when the borrower is in arrears two or more monthly payments. Other multi-payment obligations with payments scheduled other than monthly are reported past due when one scheduled payment is due and unpaid for 30 days or more. We monitor delinquency on a monthly basis, including early stage delinquencies of 30 to 89 days past due for early identification of potential problem loans.
Refer to the “Credit Quality” and the “Allowance for Credit Losses” sections in the MD&A and Note 6, Allowance for Credit Losses, in the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for more details.
Loan Restructurings: On April 1, 2022, the Company adopted the accounting guidance in ASU No. 2022-02, effective as of January 1, 2022, which eliminates the recognition and measurement of a TDR. Due to the removal of the TDR designation, the Company evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status, foreclosure or repossession of the collateral to minimize economic loss to the Company.
Concentration of Credit Risk: The majority of the Company's loans, commitments and lines of credit have been granted to customers in the Company's market area. The concentrations of credit by loan classification are set forth in Note 5.
Advertising Costs: We expense all marketing-related costs, including advertising costs, as incurred. Advertising expense was $1.4 million, $1.0 million, and $1.6 million for the years ended 2022, 2021, and 2020, respectively.
Bank Owned Life Insurance: The Company has purchased life insurance policies on certain executive officers and associates. We receive the cash surrender value of each policy upon its termination or benefits are payable to us upon the death of the insured. Changes in net cash surrender value are recognized in noninterest income in the Consolidated Statements of Income (Loss).
Bank Premises and Equipment: Bank premises and equipment acquired are stated at cost, less accumulated depreciation. Depreciation is charged to operating expenses over the estimated useful life of the assets by the straight-line method. Land is carried at cost. Costs of maintenance or repairs are charged to expense as incurred and improvements are capitalized. Upon retirement or disposal of an asset, the asset and related allowance account are eliminated. Any gain or loss on such transactions is included in current operations. Depreciation expense is included under occupancy expense, net in the Consolidated Statements of Income (Loss) totaling $6.1 million in 2022, $6.2 million in 2021, and $6.1 million in 2020. The estimated useful life for bank premises ranges from 5 to 40 years and equipment depreciates over a 3 to 10-year period.
| | | | | | | | |
| Land and Land Improvements | | Non-depreciating assets |
| Buildings | | 25 years |
| Furniture and Fixtures | | 5 years |
| Computer Equipment and Software | | 5 years or term of license |
| Other Equipment | | 5 years |
| Vehicles | | 5 years |
| Leasehold Improvements | | Lesser of estimated useful life of the asset (generally 15 years unless established otherwise) or the remaining term of the lease, including renewal options in the lease that are reasonably assured of exercise |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Federal Home Loan Bank (“FHLB”) Stock: The Company is a member of the FHLB. Members are required to own a certain amount of stock based on the level of borrowings and other factors such as asset base. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Cash dividends are reported as dividend income in the Consolidated Statements of Income (Loss).
Earnings (Loss) per Common Share: Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted stock awards are considered participating shares for the earnings (loss) per common share calculation. Diluted earnings (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Other Real Estate Owned (“OREO”): Real estate properties acquired through or in lieu of loan foreclosure are initially recorded at fair value less estimated selling cost at the date of foreclosure, which establishes a new cost basis. Any write-downs based on the asset's fair value at the date of acquisition are charged to the ACL. After foreclosure, these assets are carried at the lower of their new cost basis or fair value less cost to sell. In addition, any retail branch locations closed for branch operations and marketed for sale are also moved to OREO from bank premises and equipment. This real estate is initially valued based on recent comparative market values received from a real estate broker and any necessary write-downs are charged to operations. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. Valuations are periodically performed by management, and any write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the lower of its carrying value or fair value less cost to sell. OREO assets are revalued every twelve months, or more frequently when deemed necessary by management based upon changes in market or collateral conditions. For smaller OREO assets with existing carrying values less than $0.5 million, management may elect to re-value the assets, at minimum, once every twenty-four months based on the size of the exposure. Operating costs after acquisition are expensed.
Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, operating losses, and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying Consolidated Balance Sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the Consolidated Statements of Income (Loss).
The Company is a limited partner in several tax-advantaged limited partnerships whose purpose is to invest in approved new market and historic rehabilitation projects. These investments are included in other assets on the Consolidated Balance Sheets. These partnership investments generate a return through the realization of federal income tax credits, as well as other tax benefits, such as tax deductions from net operating losses of the investments over a period of time. The investments are accounted for under the equity method, with the expense included within noninterest expense on the Consolidated Statements of Income (Loss). All of the Company's tax credit investments are evaluated for impairment at the end of each reporting period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Transfer of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity, or the ability to unilaterally cause the transferee to return specific assets.
Retirement Benefits: The Company has established an employee benefit plan as described in Note 13. The Company does not provide any other post-retirement benefits.
Goodwill: Goodwill represents the excess of the purchase price over the sum of the estimated fair values of tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. Long-lived assets are those that provide the Bank with a future economic benefit beyond the current year or operating period. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset is greater than the fair value of the asset. Assets to be disposed of are reported at the lower of the cost or the fair value, less costs to sell.
Effective January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which simplified the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit.
During 2020, with the volatility in the financial services industry and in the economic environment the Company determined it prudent to have a full goodwill impairment analysis performed on a quarterly basis. The Company monitored its performance due to the COVID-19 pandemic and continued to experience declines in the stock price in relation to other bank indices and the length of time that the market value of the reporting unit had been below its book value. As of September 30, 2020, the analysis estimated fair value of the reporting unit to be less than the carrying value, therefore, a goodwill impairment charge of $62.2 million was recorded. This impairment charge represented the entire amount of goodwill allocated to the reporting unit. This non-cash charge to earnings had no impact to the Company’s regulatory capital ratios, cash flows, liquidity position, or our overall financial strength.
Allowance for Unfunded Commitments: In the normal course of business, we offer off-balance sheet credit arrangements to enable our customers to meet their financing objectives. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. Our exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, equals the contractual amount of the obligation less the value of any collateral. We apply the same credit policies in making commitments and standby and performance letters of credit that are used for the underwriting of loans to customers. Commitments generally have fixed expiration dates, annual renewals or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The ACL on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur, and is included in other liabilities on the Company’s Consolidated Balance Sheets.
Stock-Based Compensation: The Company has issued both restricted stock to executive officers, associates and non-associate directors and performance based stock units to its executive officers. Compensation expense for restricted stock awards is based on the fair value of these awards at the date of the grant. The market price of the Company’s common stock at the date of the grant is the fair value of the award.
Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. The Company recognizes forfeitures as they occur.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
For the performance stock units (“PSUs”), management evaluates the criteria quarterly to determine the probability of the performance goals being met and recognizes compensation based upon the this evaluation. The PSUs vest on the third anniversary of the grant date.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such matters that will have a material effect on the financial statements. Legal costs related to loss contingencies are expensed as incurred.
Fair Value Measurements
The Company uses fair value measurements when recording and disclosing certain financial assets and liabilities. Securities available-for-sale and derivative financial instruments are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record other assets at fair value on a nonrecurring basis, such as loans held-for-sale, individually evaluated loans, OREO, and certain other assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. In determining fair value, we use various valuation approaches, including market, income and cost approaches. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, which are developed based on market data we have obtained from independent sources. Unobservable inputs reflect our estimates of assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.
The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). There are three levels of inputs that may be used to measure fair values:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that an entity has the ability to access as of the measurement date, or observable inputs.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. We recognize transfers between any of the fair value hierarchy levels at the end of the reporting period in which the transfer occurred.
The following are descriptions of the valuation methodologies that the Company uses for financial instruments recorded at fair value on either a recurring or nonrecurring basis.
Recurring Basis
Securities Available-for-Sale: The fair values of securities available-for-sale are determined by obtaining quoted prices on nationally recognized securities exchanges, if available. This valuation method is classified as Level 1 in the fair value hierarchy. For securities where quoted prices are not available, fair values are calculated on market prices of similar securities, or matrix pricing, which is a mathematical technique, used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Matrix pricing relies on the securities’ relationship to similarly traded securities, benchmark curves, and the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
benchmarking of like securities. Matrix pricing utilizes observable market inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. In instances where broker quotes are used, these quotes are obtained from market makers or broker-dealers recognized to be market participants. This valuation method is classified as Level 2 in the fair value hierarchy. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators. This valuation method is classified as Level 3 in the fair value hierarchy.
Derivative Financial Instruments and Hedging Activities: The Company uses derivative instruments such as interest rate swaps for commercial loans with our customers. Upon entering into swaps with the borrower, the Company entered into offsetting positions with counterparties to minimize risk to the Company. The back-to-back swaps qualify as derivatives, but are not designated as hedging instruments. Interest rate swap contracts involve the risk of dealing with borrower and counterparties and their ability to meet contractual terms. We calculate the fair value for derivatives using accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Each valuation considers the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, such as interest rate curves and implied volatilities. When the fair value of a derivative instrument contract is positive, this generally indicates that the counterparty or customer owes the Company, and results in credit risk to the Company. When the fair value of a derivative instrument contract is negative, the Company owes the customer or counterparty, and, therefore, has no risk. Accordingly, interest rate swaps for commercial loans are classified as Level 2.
The Company also enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans to be held-for-sale are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 15 to 90 days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on rate lock commitments due to changes in interest rates.
Nonrecurring Basis
Individually Evaluated Loans: Individually evaluated loans with commitments greater than or equal to $1.0 million are evaluated for potential specific reserves and adjusted, if a shortfall exists, to fair value less costs to sell. Fair value is measured based on the value of the underlying collateral securing the loan if repayment is expected solely from the sale or operation of the collateral or present value of estimated future cash flows discounted at the loan’s contractual interest rate if the loan is not determined to be collateral dependent. All loans with a specific reserve are classified as Level 3 in the fair value hierarchy.
Fair value for individually evaluated loans is determined using several methods. Generally, the fair value of real estate is determined based on appraisals by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. These routine adjustments are made to adjust the value of a specific property relative to comparable properties for variations in qualities such as location, size, and income production capacity relative to the subject property of the appraisal. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Subsequent to the initial impairment date, existing individually evaluated loans are reevaluated quarterly for additional impairment and adjustments to fair value less costs to sell are made, where appropriate. For individually evaluated loans, the first stage of our impairment analysis involves inspection of the property in question to affirm the condition has not deteriorated since the previous impairment analysis date. Management also engages in conversations with local real estate professionals and market participants to determine the likely marketing time and value range for the property. The second stage involves an assessment of current trends in the regional market. After thorough consideration of these factors, management will order a new appraisal.
For non-individually evaluated loans, the fair value is determined by updating the present value of estimated future cash flows using the loan’s existing rate to reflect the payment schedule for the remaining life of the loan.
OREO is evaluated at the time of acquisition and is recorded at fair value as determined by an appraisal or evaluation, less costs to sell. After acquisition, most OREO assets are revalued every twelve months, or more frequently when deemed necessary by management based upon changes in market or collateral conditions. For smaller OREO assets with existing
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
carrying values less than $0.5 million, management may elect to re-value the assets, at minimum, once every twenty-four months based on the size of the exposure. Fair value, when recorded, is generally based upon appraisals by approved, independent state certified appraisers. Appraisals on OREO may be discounted based on our historical knowledge, changes in market conditions from the time of appraisal or other information available to us. OREO and other repossessed assets marked to fair value are classified as Level 3. At December 31, 2022 OREO assets were in compliance with the OREO policy as set forth above, and substantially all of the assets were listed for sale with credible third-party real estate brokers.
Financial Instruments
In addition to financial instruments recorded at fair value in our financial statements, fair value accounting guidance requires disclosure of the fair value of all of an entity’s assets and liabilities that are considered financial instruments. The majority of our assets and liabilities are considered financial instruments. Many of these instruments lack an available trading market as characterized by a willing buyer and willing seller engaged in an exchange transaction. Also, it is our general practice and intent to hold our financial instruments to maturity and to not engage in trading or sales activities with respect to such financial instruments. For fair value disclosure purposes, we substantially utilize the fair value measurement criteria as required and explained above. In cases where quoted fair values are not available, we use present value methods to determine the fair value of our financial instruments.
Recent Accounting Pronouncements and Developments
Newly Adopted Pronouncements in 2022
In March 2022, the FASB issued ASU No. 2022-02, which eliminates the troubled debt restructuring (“TDR”) accounting model for creditors that have adopted Topic 326, “Financial Instruments - Credit Losses.” Due to the removal of the TDR accounting model, all loan modifications were evaluated to determine if they resulted in a new loan or a continuation of the existing loan. The amendments in this ASU also required that entities disclose current-period gross charge-offs by year of origination for loans and leases. The amendments in this ASU are effective January 1, 2023, with early adoption permitted. The Company evaluated the impact of the updated guidance on its Consolidated Financial Statements and elected to early adopt the amendments in this ASU on April 1, 2022 on a prospective basis, effective as of January 1, 2022. This change did not have a material effect on our consolidated financial statements. Refer to Note 5, Loans and Loans Held-For-Sale for disclosures for debtors experiencing financial difficulty and Note 6, Allowance for Credit Losses for vintage disclosures related to gross charge-offs by loan segment by year of origination, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information on the adoption of these amendments.
Accounting Statements Issued but Not Yet Adopted
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The amendments provide optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from the London Interbank Offered Rate (“LIBOR”) toward new interest rate benchmarks. Modified contracts that meet certain scope guidance are eligible for relief from the modification accounting requirements in U.S. GAAP. The optional guidance generally allows for the modified contract to be accounted for as a continuation of the existing contract and does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. The amendments in this ASU are effective for all entities between March 12, 2020 and December 31, 2022. In December 2022, the FASB issued ASU No 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this ASU defer the sunset date for applying the reference rate reform relief by two years to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.
Furthermore, the United Kingdom’s Financial Conduct Authority (“FCA”), who is the regulator of LIBOR, announced on March 5, 2021 that they will no longer require any panel bank to continue to submit LIBOR after December 31, 2021. As it pertains to the U.S. dollar LIBOR, the FCA will consider the case to require continued publication of a number of LIBOR settings through June 30, 2023. In a joint statement, Bank regulators urged banks to stop using LIBOR for any new transactions by the end of 2021 to avoid the possible creation of safety and soundness risk. The Federal Reserve System, (“FRB”), of New York has created a working group called the Alternative Reference Rate Committee (“ARRC”) to assist U.S. institutions in transitioning away from LIBOR as a benchmark interest rate. The ARRC has recommended the use of the Secured Overnight
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Financing Rate (“SOFR”) as a replacement index for LIBOR, and in March 2022 the U.S. Congress passed, and the U.S. President signed, legislation that provides a uniform approach for replacing LIBOR as a reference rate in legacy contracts that do not contain effective “fall back” provisions for when LIBOR is no longer published or no longer representative, and that instructs the FRB to identify a replacement benchmark based on SOFR.
In response, we have created an internal team that is managing our transition away from LIBOR. This transition team is a cross-functional group comprised of representatives from the lending lines of business, as well as representatives from loan operations, information technology, finance and other support functions. To date, the transition team has completed an assessment of tasks needed for a successful transition, identified contracts that contain LIBOR language, and documented the risks associated with the transition. The team is currently in the process of: i) reviewing existing contract language for the presence of appropriate fallback rate language, ii) developing loan fallback rate language for when LIBOR is retired if needed, and iii) studying industry best practices. We are considering SOFR and other credit-sensitive alternative indices that may gain market acceptance as potential replacements to LIBOR. The financial impact regarding pricing, valuation and operations of the transition is not expected to be material in nature. Our transition team is fully committed to working within the guidelines established by the FCA and ARRC to provide a smooth transition away from LIBOR.
As of December 31, 2022, approximately 7.4% of our loan portfolio consists of loans whose variable rate index is LIBOR. We ceased originating new LIBOR based variable rate loans as of December 31, 2021 per the ARRC’s guidance.
NOTE 2 – EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per common share is calculated by dividing net income (loss) allocated to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
The following table reconciles the numerators and denominators of basic and diluted earnings (loss) per common share calculations for the periods presented:
| | | | | | | | | | | | | | | | | | | | |
| | Years ended December 31, |
| (Dollars in Thousands, except share and per share data) | | 2022 | | 2021 | | 2020 |
| Numerator for Earnings (Loss) per Common Share - Basic and Diluted | | | | | | |
| Net Income (Loss) | | $ | 50,118 | | | $ | 31,590 | | | $ | (45,858) | |
| Less: Income allocated to participating shares | | 295 | | | 127 | | | — | |
| Net Income (Loss) Allocated to Common Shareholders - Basic & Diluted | | $ | 49,823 | | | $ | 31,463 | | | $ | (45,858) | |
| | | | | | |
| Denominators: | | | | | | |
| Weighted Average Shares Outstanding, including Shares Considered Participating Securities | | 24,741,454 | | | 26,449,438 | | | 26,379,774 | |
| Less: Average Participating Securities | | 145,665 | | | 106,709 | | | — | |
| Weighted Average Common Shares Outstanding - Basic & Diluted | | $ | 24,595,789 | | | $ | 26,342,729 | | | $ | 26,379,774 | |
| | | | | | |
| Earnings (Loss) per Common Share-Basic | | $ | 2.03 | | | $ | 1.19 | | | $ | (1.74) | |
| Earnings (Loss) per Common Share-Diluted | | $ | 2.03 | | | $ | 1.19 | | | $ | (1.74) | |
All outstanding unvested restricted stock awards are considered participating securities for the earnings (loss) per common share calculation. As such, these shares have been allocated to a portion of net income and are excluded from the diluted earnings per common share calculation in the years ended 2022 and 2021. As a result of the net loss for the full year December 31, 2020, all average participating shares outstanding are considered anti-dilutive to loss per common share.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 3 - RESTRICTIONS ON CASH AND DUE FROM BANK ACCOUNTS
The Board of Governors of the FRB imposes certain reserve requirements on all depository institutions. These reserves are maintained in the form of vault cash or as an interest-bearing balance with the FRB. The Company had no required reserves for 2022 and 2021 and averaged $3.7 million for 2020. The average of required reserves declined during 2022 and 2021 as a result of the implementation of a new deposit management tool.
NOTE 4 - INVESTMENT SECURITIES
The following tables present the amortized cost and fair value of available-for-sale securities as of the dates presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Amortized
Cost | | Gross
Unrealized Gains | | Gross
Unrealized
Losses | | Fair Value |
| U.S. Treasury Securities | | $ | 19,318 | | | $ | — | | | $ | (1,452) | | | $ | 17,866 | |
| U.S. Government Agency Securities | | 50,334 | | | 218 | | | (788) | | | 49,764 | |
| Residential Mortgage-Backed Securities | | 115,694 | | | — | | | (12,009) | | | 103,685 | |
| Commercial Mortgage-Backed Securities | | 35,538 | | | 73 | | | (936) | | | 34,675 | |
| Other Commercial Mortgage-Backed Securities | | 24,987 | | | 9 | | | (2,597) | | | 22,399 | |
| Asset Backed Securities | | 156,552 | | | — | | | (15,169) | | | 141,383 | |
| Collateralized Mortgage Obligations | | 190,781 | | | — | | | (14,159) | | | 176,622 | |
| States and Political Subdivisions | | 281,753 | | | — | | | (53,607) | | | 228,146 | |
| Corporate Notes | | 70,750 | | | — | | | (9,017) | | | 61,733 | |
| Total Debt Securities | | $ | 945,707 | | | $ | 300 | | | $ | (109,734) | | | $ | 836,273 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (Dollars in Thousands) | | Amortized
Cost | | Gross
Unrealized Gains | | Gross
Unrealized
Losses | | Fair Value |
| U.S. Treasury Securities | | $ | 4,442 | | | $ | — | | | $ | (29) | | | $ | 4,413 | |
| U.S. Government Agency Securities | | 72,915 | | | 707 | | | (88) | | | 73,534 | |
| Residential Mortgage-Backed Securities | | 112,118 | | | 76 | | | (2,181) | | | 110,013 | |
| Commercial Mortgage-Backed Securities | | 43,358 | | | 228 | | | (560) | | | 43,026 | |
| Other Commercial Mortgage-Backed Securities | | 14,136 | | | 68 | | | (58) | | | 14,146 | |
| Asset Backed Securities | | 151,683 | | | 968 | | | (1,201) | | | 151,450 | |
| Collateralized Mortgage Obligations | | 204,034 | | | 1,203 | | | (1,356) | | | 203,881 | |
| States and Political Subdivisions | | 257,810 | | | 6,344 | | | (1,952) | | | 262,202 | |
| Corporate Notes | | 59,750 | | | 375 | | | (390) | | | 59,735 | |
| Total Debt Securities | | $ | 920,246 | | | $ | 9,969 | | | $ | (7,815) | | | $ | 922,400 | |
The Company did not have securities classified as held-to-maturity at December 31, 2022 or December 31, 2021.
The following table shows the composition of gross and net realized gains and losses for the periods presented:
| | | | | | | | | | | | | | | | | | | | |
| | Years ended December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Proceeds from Sales of Securities Available-for-Sale | | $ | 19,777 | | | $ | 197,056 | | | $ | 188,169 | |
| | | | | | |
| Gross Realized Gains | | $ | 208 | | | $ | 7,080 | | | $ | 6,957 | |
| Gross Realized Losses | | (162) | | | (211) | | | (75) | |
| Net Realized Gains | | $ | 46 | | | $ | 6,869 | | | $ | 6,882 | |
| Tax Impact | | $ | 10 | | | $ | 1,443 | | | $ | 1,445 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Gains or losses are recognized in earnings on the trade date using the amortized cost of the specific security sold. The net realized gains above reflect reclassification adjustments in the calculation of Other Comprehensive (Loss) Income. The net realized gains are included in noninterest income as gains on sales of securities, net in the Consolidated Statements of Income (Loss). The tax impact is included in income tax provision in the Consolidated Statements of Income (Loss).
The amortized cost and fair value of available-for-sale debt securities are shown below by contractual maturity as of the date presented. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
| | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Amortized
Cost | | Fair
Value |
| Due in One Year or Less | | $ | 200 | | | $ | 200 | |
| Due after One Year through Five Years | | 20,470 | | | 19,278 | |
| Due after Five Years through Ten Years | | 224,424 | | | 196,367 | |
| Due after Ten Years | | 177,061 | | | 141,664 | |
| Residential Mortgage-Backed Securities | | 115,694 | | | 103,685 | |
| Commercial Mortgage-Backed Securities | | 35,538 | | | 34,675 | |
| Other Commercial Mortgage-Backed Securities | | 24,987 | | | 22,399 | |
| Collateralized Mortgage Obligations | | 190,781 | | | 176,622 | |
| Asset Backed Securities | | 156,552 | | | 141,383 | |
| Total Securities | | $ | 945,707 | | | $ | 836,273 | |
At December 31, 2022 and December 31, 2021, there were no holdings of securities of any one issuer, other than those securities issued by or collateralized by the U.S. Government and its Agencies, in an amount greater than 10% of shareholders’ equity. The carrying value of securities pledged for various regulatory and legal requirements was $224.5 million at December 31, 2022 and $178.6 million at December 31, 2021.
Available-for-sale securities with unrealized losses at December 31, 2022 and 2021, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| | Less Than 12 Months | | 12 Months or More | | Total |
| (Dollars in Thousands) | | Number of
Securities | | Fair Value | | Unrealized
Losses | | Number of
Securities | | Fair Value | | Unrealized
Losses | | Number of
Securities | | Fair Value | | Unrealized
Losses |
| U.S. Treasury Securities | | 3 | | | $ | 14,080 | | | $ | (789) | | | 2 | | | $ | 3,786 | | | $ | (663) | | | 5 | | | $ | 17,866 | | | $ | (1,452) | |
| U.S. Government Agency Securities | | 6 | | | 5,337 | | | (26) | | | 9 | | | 15,576 | | | (762) | | | 15 | | | 20,913 | | | (788) | |
| Residential Mortgage-Backed Securities | | 6 | | | 7,601 | | | (372) | | | 37 | | | 96,084 | | | (11,637) | | | 43 | | | 103,685 | | | (12,009) | |
| Commercial Mortgage-Backed Securities | | 7 | | | 7,843 | | | (307) | | | 49 | | | 15,675 | | | (629) | | | 56 | | | 23,518 | | | (936) | |
| Other Commercial Mortgage-Backed Securities | | 2 | | | 5,302 | | | (617) | | | 6 | | | 14,560 | | | (1,980) | | | 8 | | | 19,862 | | | (2,597) | |
| Asset Backed Securities | | 13 | | | 42,173 | | | (2,984) | | | 41 | | | 97,210 | | | (12,185) | | | 54 | | | 139,383 | | | (15,169) | |
| Collateralized Mortgage Obligations | | 35 | | | 66,362 | | | (4,500) | | | 50 | | | 110,260 | | | (9,659) | | | 85 | | | 176,622 | | | (14,159) | |
| States and Political Subdivisions | | 73 | | | 112,564 | | | (19,706) | | | 91 | | | 115,382 | | | (33,901) | | | 164 | | | 227,946 | | | (53,607) | |
| Corporate Notes | | 8 | | | 23,285 | | | (2,965) | | | 13 | | | 38,448 | | | (6,052) | | | 21 | | | 61,733 | | | (9,017) | |
| Total Debt Securities | | 153 | | | $ | 284,547 | | | $ | (32,266) | | | 298 | | | $ | 506,981 | | | $ | (77,468) | | | 451 | | | $ | 791,528 | | | $ | (109,734) | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| | Less Than 12 Months | | 12 Months or More | | Total |
| (Dollars in Thousands) | | Number of
Securities | | Fair Value | | Unrealized
Losses | | Number of
Securities | | Fair Value | | Unrealized
Losses | | Number of
Securities | | Fair Value | | Unrealized
Losses |
| U.S. Treasury Securities | | 2 | | | $ | 4,413 | | | $ | (29) | | | — | | | $ | — | | | $ | — | | | 2 | | | $ | 4,413 | | | $ | (29) | |
| U.S. Government Agency Securities | | 7 | | | 13,847 | | | (68) | | | 2 | | | 2,537 | | | (20) | | | 9 | | | 16,384 | | | (88) | |
| Residential Mortgage-Backed Securities | | 30 | | | 95,749 | | | (2,030) | | | 7 | | | 8,706 | | | (151) | | | 37 | | | 104,455 | | | (2,181) | |
| Commercial Mortgage-Backed Securities | | 6 | | | 8,686 | | | (208) | | | 51 | | | 17,093 | | | (352) | | | 57 | | | 25,779 | | | (560) | |
| Other Commercial Mortgage-Backed Securities | | 3 | | | 8,962 | | | (58) | | | — | | | — | | | — | | | 3 | | | 8,962 | | | (58) | |
| Asset Backed Securities | | 30 | | | 89,756 | | | (1,025) | | | 10 | | | 21,895 | | | (176) | | | 40 | | | 111,651 | | | (1,201) | |
| Collateralized Mortgage Obligations | | 34 | | | 103,007 | | | (990) | | | 11 | | | 24,849 | | | (366) | | | 45 | | | 127,856 | | | (1,356) | |
| States and Political Subdivisions | | 56 | | | 88,746 | | | (1,503) | | | 8 | | | 7,874 | | | (449) | | | 64 | | | 96,620 | | | (1,952) | |
| Corporate Notes | | 10 | | | 29,683 | | | (317) | | | 1 | | | 2,427 | | | (73) | | | 11 | | | 32,110 | | | (390) | |
| Total Debt Securities | | 178 | | | $ | 442,849 | | | $ | (6,228) | | | 90 | | | $ | 85,381 | | | $ | (1,587) | | | 268 | | | $ | 528,230 | | | $ | (7,815) | |
The Company adopted Topic 326, Financial Instruments—Credit Losses (Topic 326) on January 1, 2021 and did not record an ACL on its investment securities during the year ended December 31, 2022 or December 31, 2021 as the Company did not have securities classified as held-to-maturity at December 31, 2022 or December 31, 2021. The Company regularly reviews debt securities for expected credit loss using both qualitative and quantitative criteria, as necessary, based on the composition of the portfolio at period end.
As of December 31, 2022, management does not intend to sell any security in an unrealized loss position and it is not more than likely that it will be required to sell any such security before the recovery of its amortized cost basis. The unrealized losses on debt securities are primarily the result of interest rate changes, credit spread fluctuations on agency-issued mortgage-related securities, general financial market uncertainty and unprecedented market volatility. These conditions should not prohibit the Company from receiving its contractual principal and interest payments on its debt securities. The fair value is expected to recover as the securities approach their maturity date or repricing date.
As of December 31, 2022, management believes the unrealized losses detailed in the table above are not related to credit; therefore, no ACL has been recognized on the Company’s securities. Should the impairment of any of these securities become credit related, the cost basis of the investment will be reduced and the resulting loss will be recognized in net income (loss) in the period the credit related impairment is identified, while any non-credit loss will be recognized in other comprehensive (loss) income. During the year ended December 31, 2022 and December 31, 2021, the Company had no credit related net investment impairment losses. As of December 31, 2020, the Company did not identify or record any other-than-temporary impairment for any investment securities in its portfolio.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 5 – LOANS AND LOANS HELD-FOR-SALE
The composition of the loan portfolio by dollar amount is shown in the table below:
| | | | | | | | | | | | | | |
| | December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Commercial | | | | |
| Commercial Real Estate | | $ | 1,470,562 | | | $ | 1,323,252 | |
| Commercial and Industrial | | 309,792 | | | 345,376 | |
| Total Commercial Loans | | 1,780,354 | | | 1,668,628 | |
| Consumer | | | | |
| Residential Mortgages | | 657,948 | | | 457,988 | |
| Other Consumer | | 44,562 | | | 44,666 | |
| Total Consumer Loans | | 702,510 | | | 502,654 | |
| Construction | | 353,553 | | | 282,947 | |
Other(1) | | 312,496 | | | 357,900 | |
| Total Portfolio Loans | | 3,148,913 | | | 2,812,129 | |
| Loans Held-for-Sale | | — | | | 228 | |
| | | | |
| Total Loans | | $ | 3,148,913 | | | $ | 2,812,357 | |
(1) Refer to Note 1, Summary of Significant Accounting Policies for details of the initial reclassification of our portfolio segments related to the adoption of ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on January 1, 2021.
We attempt to limit our exposure to credit risk by diversifying our loan portfolio by segment, geography, collateral and industry while actively managing concentrations. When concentrations exist in certain segments, this risk is mitigated by reviewing the relevant economic indicators and internal risk rating trends of the loans in these segments. The Company established transaction, relationship and specific loan segment limits in its loan policy. Total CRE balances should not exceed the combination of 300% of total risk-based capital and growth in excess of 50% over the previous thirty-six months and construction loan balances should not exceed 100% of total risk-based capital. Investment real estate property types and purchased loan programs have individual dollar limits that should not be exceeded in the portfolio and are based on management’s risk tolerance relative to capital. In addition, there are specific limits in place for various categories of real estate loans with regards to loan-to-value ratios, loan terms, and amortization periods. We also have policy limits on loan-to-cost for construction projects. Although leverage is important, the Company is also focused on cash flow generation and uses multiple metrics to calculate a supportable loan amount. Supportable loan amounts have generally been more challenging given the increases in commodities pricing.
Unsecured loans pose higher risk for the Company due to the lack of a well-defined secondary source of repayment. Commercial unsecured loans are reserved for the best quality customers with well-established businesses that operate with low financial and operating leverage. The repayment capacity of the borrower should exceed the policy and guidelines for secured loans. The Company significantly increased the standards for consumer unsecured lending by adjusting upward the required qualifying Fair Isaac Corporation (“FICO”) scores and restricting loan amounts at lower FICO scores.
In connection with our adoption of Topic 326, we made changes to our loan portfolio segments to align with the methodology applied in determining the allowance under CECL. Our new segmentation breaks out Other loans from our original loan segments: CRE, commercial & industrial (“C&I”), Construction and Residential Mortgages. At January 1, 2021 related to the adoption of Topic 326, the initial break-out of other loans totaled $379.9 million consisting of loans that would otherwise have been included in the following loan segments: $140.8 million of CRE, $78.1 million of C&I, $50.8 million of Residential Mortgages and $110.2 million of Construction. This segment of loans includes unique risk attributes considered inconsistent with current underwriting standards. The following tables provides the break-out of Other loans as of the dates presented:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | December 31, 2022 | | December 31, 2021 |
| Commercial Real Estate | | $ | 123,286 | | | $ | 132,582 | |
| Commercial and Industrial | | 76,001 | | | 76,001 | |
| Residential Mortgages | | 18,053 | | | 40,881 | |
| Construction | | 95,156 | | | 108,436 | |
| Other | | $ | 312,496 | | | $ | 357,900 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Deferred costs and fees included in the portfolio balances above were $8.2 million and $4.5 million at December 31, 2022 and December 31, 2021, respectively. Discounts on purchased 1-4 family loans included in the portfolio balances above were $161.2 thousand and $190.6 thousand at December 31, 2022 and December 31, 2021, respectively.
The Company had no mortgage loans held-for-sale as of December 31, 2022 and $0.2 million as of December 31, 2021.
Loan Restructurings
On April 1, 2022, the Company adopted the accounting guidance in ASU No. 2022-02, effective as of January 1, 2022, which eliminates the recognition and measurement of a TDR. Due to the removal of the TDR designation, the Company evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.
A loan that is considered a restructured loan may be subject to the individually evaluated loan analysis if the commitment is $1.0 million or greater; otherwise, the restructured loan remains in the appropriate segment in the ACL model and associated reserves are adjusted based on changes in the discounted cash flows resulting from the modification of the restructured loan. For a discussion with respect to reserve calculations regarding individually evaluated loans refer to the “Nonrecurring Loans” section in Note 7, Fair Value Measurements, in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
The following table shows the amortized cost basis as of December 31, 2022 for the year ended December 31, 2022 for the loans restructured during the year ended December 31, 2022 to borrowers experiencing financial difficulty, disaggregated by portfolio segment:
| | | | | | | | | | | | | | | | | | | | |
| | Restructured Loans |
| | Twelve Months Ended December 31, 2022 |
| (Dollars in Thousands) | | Number of Contracts | | Amortized Cost Basis(1) | | % of Total Class of Financing Receivable |
| Accruing Restructured Loans | | | | | | |
| Commercial Real Estate | | 1 | | | $ | 324 | | | 0.02 | % |
| Commercial and Industrial | | — | | | — | | | — | % |
| Residential Mortgages | | — | | | — | | | — | % |
| Other Consumer | | — | | | — | | | — | % |
| Construction | | — | | | — | | | — | % |
| Other | | — | | | — | | | — | % |
| Total Accruing Restructured Loans | | 1 | | | 324 | | | 0.02 | % |
| | | | | | |
| Nonaccrual Restructured Loans | | | | | | |
| Commercial Real Estate | | — | | | $ | — | | | — | % |
| Commercial and Industrial | | — | | | — | | | — | % |
| Residential Mortgages | | — | | | — | | | — | % |
| Other Consumer | | — | | | — | | | — | % |
| Construction | | — | | | — | | | — | % |
| Other | | — | | | — | | | — | % |
| Total Nonaccrual Restructured Loans | | — | | | — | | | — | % |
| Total Restructured Loans | | 1 | | | 324 | | | 0.02 | % |
(1) Excludes accrued interest receivable of $1.5 thousand on restructured loans for the year ended 2022.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
During the fourth quarter of 2022 the Bank had no new restructured loans. During the third quarter of 2022 the Bank modified a construction loan as a restructured loan. This performing loan was extended to allow the borrower to complete construction and has since paid off during the fourth quarter of 2022. In the first quarter of 2022 the Bank recognized a loan modification of a commercial real estate loan as a restructured loan. The borrower’s objective was to redevelop the property for a purpose that temporarily lacked feasibility due to the COVID-19 pandemic. In the interim the property was leased, albeit at a lower rate than originally forecasted. The Bank reduced the regularly scheduled principal and interest payments to accommodate the rental income until the property can be redeveloped. This loan is not considered significant and is included in the Bank’s ACL model in the general pool of the CRE segment for reserve purposes.
The Bank closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified during the year ended December 31, 2022:
| | | | | | | | | | | | | | | | | | | | |
| | Payment Status (Amortized Cost Basis) |
| (Dollars in Thousands) | | Current | | 30-89 Days Past Due | | 90+ Days Past Due |
| Accruing Restructured Loans | | | | | | |
| Commercial Real Estate | | $ | 324 | | | $ | — | | | $ | — | |
| Commercial and Industrial | | — | | | — | | | — | |
| Residential Mortgages | | — | | | — | | | — | |
| Other Consumer | | — | | | — | | | — | |
| Construction | | — | | | — | | | — | |
| Other | | — | | | — | | | — | |
| Total Accruing Restructured Loans | | $ | 324 | | | $ | — | | | $ | — | |
| | | | | | |
| Nonaccrual Restructured Loans | | | | | | |
| Commercial Real Estate | | $ | — | | | $ | — | | | $ | — | |
| Commercial and Industrial | | — | | | — | | | — | |
| Residential Mortgages | | — | | | — | | | — | |
| Other Consumer | | — | | | — | | | — | |
| Construction | | — | | | — | | | — | |
| Other | | — | | | — | | | — | |
| Total Nonaccrual Restructured Loans | | $ | — | | | $ | — | | | $ | — | |
Total Restructured Loans(1) | | $ | 324 | | | $ | — | | | $ | — | |
(1)Excludes accrued interest receivable of $1.5 thousand at December 31, 2022.
As of December 31, 2022, the Bank had no commitments to lend any additional funds on restructured loans. As of December 31, 2022 the Bank had no loans that defaulted during the period and had been modified preceding the payment default when the borrower was experiencing financial difficulty at the time of modification. For purposes of this disclosure, a default occurs when, within 12 months of the original modification, either a full or partial charge-off occurs or the loan becomes 90 days or more past due.
As of December 31, 2022 and December 31, 2021, the Company had $902 thousand and $254 thousand, respectively, of residential real estate in the process of foreclosure. We also had $133 thousand at December 31, 2022 and $62 thousand at December 31, 2021 in residential real estate included in OREO.
Loans to principal officers, directors and their affiliates during 2022 were as follows:
| | | | | | | | |
| (Dollars in Thousands) | | 2022 |
| Beginning Balance | | $ | 2,625 | |
| | |
| Principal Additions | | 310 | |
| Repayments | | (189) | |
| Balance at End of Year | | $ | 2,746 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 6 - ALLOWANCE FOR CREDIT LOSSES
The Company maintains an ACL at a level determined to be adequate to absorb expected credit losses associated with the Company’s financial instruments over the life of those instruments as of the balance sheet date. The Company develops and documents a systematic ACL methodology based on the following portfolio segments: 1) CRE, 2) C&I, 3) Residential Mortgages, 4) Other Consumer, 5) Construction and 6) Other. The Company’s loan portfolio is segmented by homogeneous loan types that behave similarly to economic cycles. The segmentation in the CECL model is different from the segmentation in the Incurred Loss model. The following is a discussion of the key risks by portfolio segment that management assesses in preparing the ACL.
CRE loans are secured by commercial purpose real estate, including both owner occupied properties and investment properties, for various purposes such as hotels, strip malls and apartments. Operations of the individual projects as well as global cash flows of the debtors are the primary sources of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type as well as the business.
C&I loans are made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the borrower is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the borrower. Collateral for these types of loans often do not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt. These loans are also made to local and state municipalities for various purposes including refinancing existing obligations, infrastructure up-fit and expansion, or to purchase new equipment. These loans may be secured by general obligations from the municipal authority or revenues generated by infrastructure and equipment financed by the Company. The primary repayment source for these loans include the tax base of the municipality, specific revenue streams related to the infrastructure financed, and other business operations of the municipal authority. The health and stability of state and local economies directly impacts each municipality’s tax basis and are important indicators of risk for this segment. The ability of each municipality to increase taxes and fees to offset debt service requirements give this type of loan a very low risk profile in the continuum of the Company’s loan portfolio.
Residential Mortgages are loans secured by first and second liens such as home equity loans, home equity lines of credit and 1-4 family residential mortgages, including purchase money mortgages. The primary source of repayment for these loans is the income of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.
Other Consumer loans are made to individuals and may be either secured by assets other than 1-4 family residences or unsecured. This segment includes auto loans and unsecured loans and lines. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.
Construction loans include both commercial and consumer. Commercial loans are made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While the risk of these loans is generally confined to the construction period, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer. Consumer loans are made for the construction of residential homes for which a binding sales contract exists and generally are for a period of time sufficient to complete construction. Residential construction loans to individuals generally provide for the payment of interest only during the construction phase. Credit risk for residential real estate construction loans can arise from construction delays, cost overruns, failure of the contractor to complete the project to specifications and economic conditions that could impact demand for or supply of the property being constructed.
Other loans include unique risk attributes considered inconsistent with our current underwriting standards.
The ACL reserve for the Other segment is based on a discounted cash flow methodology and reserves will fluctuate based on expected cash flow changes in the future. These inconsistencies may include, but are not limited to i) transaction and/or
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
relationship sizes that exceed limits established in 2018, ii) overreliance on secondary, tertiary or guarantor cash flow, iii) land acquisition loans without a defined source of amortization, and iv) loan structures on operating lines of credit dependent on the value of real estate rather than trading assets. Management continuously assesses underwriting standards, but significantly enhanced these standards in 2018.
Our model is based on our best estimate of facts known with the most current information. Certain portions of the CECL model are inherently subjective and include, but are not limited to estimates with respect to: prepayment speeds, the timing of prepayments, potential losses given default, discount rates and the timing of future cash flows. Management utilizes widely published economic forecasts as the basis for the regression analysis used to estimate the probability of default in the baseline model. The peaks and troughs of these forecasts serve as guardrails for potential subjective adjustments. In addition to considering the outcomes based on the range of forecasts, management recognizes that the assumptions used in economic forecasts may not perfectly align with our market area, risk profile or unique attributes of our portfolio along with other important considerations. Severe changes in forecasts can also create significant variability and management must assess not only the absolute balance of reserves but also consider the appropriateness of the velocity of change. Therefore, management developed a framework to assess the tolerance and reasonableness of the CECL modeling process by challenging certain elements of the forecasts, when appropriate. These outcomes, known as “challenger models,” provide opportunities to examine and subjectively adjust the CECL model output and are designed to be counter cyclical, thereby reducing variability.
Credit Quality Indicators:
The Company’s portfolio grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on debt service coverage, collateral values and other subjective factors. Mortgage and consumer loans are defaulted to a pass grade until a loan migrates to past due status.
The Company has a loan review policy and annual scope report that details the level of loan review for loans in a given year. The annual loan review provides the Credit Risk Committee with an independent analysis of the following: 1) credit quality of the loan portfolio, 2) compliance with the loan policy, 3) adequacy of documentation in credit files and 4) validity of risk ratings. Since 2020 and throughout 2022, the Company used a five step approach for loan review in the following categories:
•Individual reviews of the top twenty large loan relationships (“LLRs”), which are defined as any individual commercial loan or aggregate commercial relationship totaling $2.0 million or more;
•A sampling of small LLRs, which are defined as individual commercial loans or relationships with aggregate exposure of $2.0 million or more but not included in the top twenty LLRs;
•A sampling review of Credit Risk Committee modifications, including new and existing loans to provide perspective on the appropriateness of the modification in relation to established policies and procedures;
•A sampling review of non-organic commercial loans and those commercial loans approved outside of the Credit Risk Committee; and
•Focus reviews of office and land development to evaluate segment risk rather than individual loan risk. Focus reviews are performed annually on a rotational basis.
The Company’s internally assigned grades are as follows:
Pass – The Company uses six grades of pass, including its watch rating. Generally, a pass rating indicates that the loan is currently performing and is of high quality.
Special Mention – Assets with potential weaknesses that warrant management’s close attention and if left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date.
Substandard – Assets that are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Assets so classified have a well-defined weakness, or weaknesses that jeopardize the
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
liquidation of the debt. Such assets are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful – Assets with all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.
Loss – Assets considered of such little value that its continuance on the books is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.
The ability of borrowers to repay commercial loans is dependent upon the success of their business and general economic conditions. Due to the greater potential for loss within our commercial portfolio, we monitor the commercial loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans rated special mention or substandard have potential or well-defined weaknesses not generally found in high quality, performing loans, and require attention from management to limit loss.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The following table presents loan balances by year of origination and internally assigned risk rating for our portfolio segments as of December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Risk Rating |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 and Prior | | Revolving | | | | Total Portfolio Loans |
| Commercial Real Estate | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 418,939 | | | $ | 186,226 | | | $ | 139,148 | | | $ | 130,521 | | | $ | 215,498 | | | $ | 335,659 | | | $ | 31,349 | | | | $ | 1,457,340 | |
| Special Mention | | — | | | 218 | | | — | | | — | | | 9,919 | | | 659 | | | — | | | | 10,796 | |
| Substandard | | — | | | — | | | — | | | — | | | 2,105 | | | 321 | | | — | | | | 2,426 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Commercial Real Estate | | $ | 418,939 | | | $ | 186,444 | | | $ | 139,148 | | | $ | 130,521 | | | $ | 227,522 | | | $ | 336,639 | | | $ | 31,349 | | | | $ | 1,470,562 | |
| YTD Gross Charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | |
| Commercial and Industrial | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 23,104 | | | $ | 47,137 | | | $ | 35,819 | | | $ | 9,022 | | | $ | 10,639 | | | $ | 154,473 | | | $ | 23,699 | | | | $ | 303,893 | |
| Special Mention | | — | | | — | | | 2,887 | | | — | | | — | | | — | | | — | | | | 2,887 | |
| Substandard | | — | | | 56 | | | — | | | 18 | | | 97 | | | 2,800 | | | 41 | | | | 3,012 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Commercial and Industrial | | $ | 23,104 | | | $ | 47,193 | | | $ | 38,706 | | | $ | 9,040 | | | $ | 10,736 | | | $ | 157,273 | | | $ | 23,740 | | | | $ | 309,792 | |
| YTD Gross Charge-offs | | 3,432 | | | — | | | — | | | — | | | 4 | | | — | | | — | | | | 3,436 | |
| | | | | | | | | | | | | | | | | | |
| Residential Mortgages | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 200,725 | | | $ | 184,718 | | | $ | 81,446 | | | $ | 50,770 | | | $ | 70,659 | | | $ | 39,411 | | | $ | 25,315 | | | | $ | 653,044 | |
| Special Mention | | — | | | — | | | — | | | — | | | 429 | | | 520 | | | 34 | | | | 983 | |
| Substandard | | — | | | 1,212 | | | — | | | 865 | | | 444 | | | 1,400 | | | — | | | | 3,921 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Residential Mortgages | | $ | 200,725 | | | $ | 185,930 | | | $ | 81,446 | | | $ | 51,635 | | | $ | 71,532 | | | $ | 41,331 | | | $ | 25,349 | | | | $ | 657,948 | |
| YTD Gross Charge-offs | | — | | | — | | | — | | | — | | | 22 | | | 24 | | | — | | | | 46 | |
| | | | | | | | | | | | | | | | | | |
| Other Consumer | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 24,100 | | | $ | 10,006 | | | $ | 7,323 | | | $ | 1,999 | | | $ | 512 | | | $ | 256 | | | $ | 299 | | | | $ | 44,495 | |
| Special Mention | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Substandard | | — | | | 45 | | | 1 | | | — | | | 1 | | | 20 | | | — | | | | 67 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Other Consumer | | $ | 24,100 | | | $ | 10,051 | | | $ | 7,324 | | | $ | 1,999 | | | $ | 513 | | | $ | 276 | | | $ | 299 | | | | $ | 44,562 | |
| YTD Gross Charge-offs | | 280 | | | 625 | | | 254 | | | 358 | | | 39 | | | 121 | | | — | | | | 1,677 | |
| | | | | | | | | | | | | | | | | | |
| Construction | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 149,535 | | | $ | 117,466 | | | $ | 41,808 | | | $ | 4,938 | | | $ | 25,523 | | | $ | 7,190 | | | $ | 6,056 | | | | $ | 352,516 | |
| Special Mention | | — | | | — | | | — | | | — | | | — | | | 69 | | | — | | | | 69 | |
| Substandard | | — | | | — | | | — | | | — | | | 92 | | | 876 | | | — | | | | 968 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Construction | | $ | 149,535 | | | $ | 117,466 | | | $ | 41,808 | | | $ | 4,938 | | | $ | 25,615 | | | $ | 8,135 | | | $ | 6,056 | | | | $ | 353,553 | |
| YTD Gross Charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | | |
| Pass | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 180,745 | | | $ | — | | | | $ | 180,745 | |
| Special Mention | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Substandard | | — | | | — | | | — | | | — | | | 74,050 | | | 57,701 | | | — | | | | 131,751 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Other Loans | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 74,050 | | | $ | 238,446 | | | $ | — | | | | $ | 312,496 | |
| YTD Gross Charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | |
| Total Portfolio Loans | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 816,403 | | | $ | 545,553 | | | $ | 305,544 | | | $ | 197,250 | | | $ | 322,831 | | | $ | 717,734 | | | $ | 86,718 | | | | $ | 2,992,033 | |
| Special Mention | | — | | | 218 | | | 2,887 | | | — | | | 10,348 | | | 1,248 | | | 34 | | | | 14,735 | |
| Substandard | | — | | | 1,313 | | | 1 | | | 883 | | | 76,789 | | | 63,118 | | | 41 | | | | 142,145 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Portfolio Loans | | $ | 816,403 | | | $ | 547,084 | | | $ | 308,432 | | | $ | 198,133 | | | $ | 409,968 | | | $ | 782,100 | | | $ | 86,793 | | | | $ | 3,148,913 | |
| Current YTD Period: | | | | | | | | | | | | | | | | | | |
| YTD Gross Charge-offs | | $ | 3,712 | | | $ | 625 | | | $ | 254 | | | $ | 358 | | | $ | 65 | | | $ | 145 | | | $ | — | | | | | $ | 5,159 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Risk Rating |
| (Dollars in Thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 and Prior | | Revolving | | | | Total Portfolio Loans |
| Commercial Real Estate | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 195,441 | | | $ | 165,100 | | | $ | 215,575 | | | $ | 292,857 | | | $ | 115,024 | | | $ | 292,197 | | | $ | 38,382 | | | | $ | 1,314,576 | |
| Special Mention | | 229 | | | — | | | — | | | — | | | 4,205 | | | 826 | | | — | | | | 5,260 | |
| Substandard | | — | | | — | | | 314 | | | 2,742 | | | 215 | | | 145 | | | — | | | | 3,416 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Commercial Real Estate | | $ | 195,670 | | | $ | 165,100 | | | $ | 215,889 | | | $ | 295,599 | | | $ | 119,444 | | | $ | 293,168 | | | $ | 38,382 | | | | $ | 1,323,252 | |
| YTD Gross Charge-offs | | — | | | — | | | 10,471 | | | 1,424 | | | 6,577 | | | 1,190 | | | — | | | | 19,662 | |
| | | | | | | | | | | | | | | | | | |
| Commercial and Industrial | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 55,173 | | | $ | 50,087 | | | $ | 15,648 | | | $ | 38,298 | | | $ | 23,575 | | | $ | 150,656 | | | $ | 3,857 | | | | $ | 337,294 | |
| Special Mention | | — | | | — | | | — | | | 8 | | | — | | | — | | | — | | | | 8 | |
| Substandard | | 14 | | | — | | | 308 | | | 4,815 | | | 2,798 | | | — | | | 139 | | | | 8,074 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Commercial and Industrial | | $ | 55,187 | | | $ | 50,087 | | | $ | 15,956 | | | $ | 43,121 | | | $ | 26,373 | | | $ | 150,656 | | | $ | 3,996 | | | | $ | 345,376 | |
| YTD Gross Charge-offs | | — | | | 109 | | | 261 | | | 3 | | | — | | | 1 | | | — | | | | 374 | |
| | | | | | | | | | | | | | | | | | |
| Residential Mortgages | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 155,892 | | | $ | 91,023 | | | $ | 63,682 | | | $ | 73,333 | | | $ | 8,640 | | | $ | 48,087 | | | $ | 13,237 | | | | $ | 453,894 | |
| Special Mention | | — | | | — | | | — | | | — | | | — | | | 553 | | | — | | | | 553 | |
| Substandard | | — | | | — | | | 1,008 | | | 743 | | | 188 | | | 1,602 | | | — | | | | 3,541 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Residential Mortgages | | $ | 155,892 | | | $ | 91,023 | | | $ | 64,690 | | | $ | 74,076 | | | $ | 8,828 | | | $ | 50,242 | | | $ | 13,237 | | | | $ | 457,988 | |
| YTD Gross Charge-offs | | — | | | — | | | — | | | 172 | | | — | | | 101 | | | — | | | | 273 | |
| | | | | | | | | | | | | | | | | | |
| Other Consumer | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 9,353 | | | $ | 10,199 | | | $ | 979 | | | $ | 450 | | | $ | 186 | | | $ | 23,048 | | | $ | 339 | | | | $ | 44,554 | |
| Special Mention | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Substandard | | 11 | | | 3 | | | 11 | | | 57 | | | 30 | | | — | | | — | | | | 112 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Other Consumer | | $ | 9,364 | | | $ | 10,202 | | | $ | 990 | | | $ | 507 | | | $ | 216 | | | $ | 23,048 | | | $ | 339 | | | | $ | 44,666 | |
| YTD Gross Charge-offs | | 152 | | | 661 | | | 905 | | | 247 | | | 170 | | | 121 | | | — | | | | 2,256 | |
| | | | | | | | | | | | | | | | | | |
| Construction | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 140,639 | | | $ | 82,523 | | | $ | 24,336 | | | $ | 9,739 | | | $ | 5,328 | | | $ | 3,407 | | | $ | 15,269 | | | | $ | 281,241 | |
| Special Mention | | — | | | — | | | 175 | | | — | | | — | | | 429 | | | — | | | | 604 | |
| Substandard | | — | | | 107 | | | 809 | | | 95 | | | — | | | 91 | | | — | | | | 1,102 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Construction | | $ | 140,639 | | | $ | 82,630 | | | $ | 25,320 | | | $ | 9,834 | | | $ | 5,328 | | | $ | 3,927 | | | $ | 15,269 | | | | $ | 282,947 | |
| YTD Gross Charge-offs | | — | | | — | | | 1,859 | | | — | | | — | | | — | | | — | | | | 1,859 | |
| | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | | |
| Pass | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 122,848 | | | $ | 62,399 | | | $ | — | | | | $ | 185,247 | |
| Special Mention | | — | | | — | | | — | | | — | | | — | | | 3,281 | | | — | | | | 3,281 | |
| Substandard | | — | | | — | | | — | | | 87,329 | | | 40,882 | | | 41,161 | | | — | | | | 169,372 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Other Loans | | $ | — | | | $ | — | | | $ | — | | | $ | 87,329 | | | $ | 163,730 | | | $ | 106,841 | | | $ | — | | | | $ | 357,900 | |
| YTD Gross Charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | |
| Total Portfolio Loans | | | | | | | | | | | | | | | | | | |
| Pass | | $ | 556,498 | | | $ | 398,932 | | | $ | 320,220 | | | $ | 414,677 | | | $ | 275,601 | | | $ | 579,794 | | | $ | 71,084 | | | | $ | 2,616,806 | |
| Special Mention | | 229 | | | — | | | 175 | | | 8 | | | 4,205 | | | 5,089 | | | — | | | | 9,706 | |
| Substandard | | 25 | | | 110 | | | 2,450 | | | 95,781 | | | 44,113 | | | 42,999 | | | 139 | | | | 185,617 | |
| Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | — | |
| Total Portfolio Loans | | $ | 556,752 | | | $ | 399,042 | | | $ | 322,845 | | | $ | 510,466 | | | $ | 323,919 | | | $ | 627,882 | | | $ | 71,223 | | | | $ | 2,812,129 | |
| Current YTD Period: | | | | | | | | | | | | | | | | | | |
| YTD Gross Charge-offs | | $ | 152 | | | $ | 770 | | | $ | 13,496 | | | $ | 1,846 | | | $ | 6,747 | | | $ | 1,413 | | | $ | — | | | | | $ | 24,424 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
At December 31, 2022 and December 31, 2021, the Company had no loans that were risk rated as doubtful. Special mention and substandard loans at December 31, 2022 decreased $38.4 million to $156.9 million compared to $195.3 million at December 31, 2021, with an increase of $5.0 million in special mention and a decrease of $43.4 million in substandard. The largest variance in special mention was related to a CRE project totaling $9.9 million that was downgraded and yet to be stabilized offset by the payment in full on two CRE projects totaling $6.0 million and an upgraded credit to pass status in the amount of $1.5 million. In addition to CRE, the Company downgraded a syndicated C&I loan totaling $2.9 million. The decrease in substandard loans primarily related to the Other loan segment due to principal paydowns during 2022.
The following table presents loan balances by year of origination and performing and nonperforming status for our portfolio segments as of December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 and Prior | | Revolving | | | | Total Portfolio Loans |
| Commercial Real Estate | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 418,939 | | $ | 186,444 | | $ | 139,148 | | $ | 130,521 | | $ | 225,416 | | $ | 336,441 | | $ | 31,349 | | | | $ | 1,468,258 |
| Nonperforming | | — | | — | | — | | — | | 2,106 | | 198 | | — | | | | 2,304 |
| Total Commercial Real Estate | | $ | 418,939 | | $ | 186,444 | | $ | 139,148 | | $ | 130,521 | | $ | 227,522 | | $ | 336,639 | | $ | 31,349 | | | | $ | 1,470,562 |
| Commercial and Industrial | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 23,104 | | $ | 47,147 | | $ | 38,706 | | $ | 9,022 | | $ | 10,639 | | $ | 157,271 | | $ | 23,699 | | | | $ | 309,588 |
| Nonperforming | | — | | 46 | | — | | 18 | | 97 | | 2 | | 41 | | | | 204 |
| Total Commercial and Industrial | | $ | 23,104 | | $ | 47,193 | | $ | 38,706 | | $ | 9,040 | | $ | 10,736 | | $ | 157,273 | | $ | 23,740 | | | | $ | 309,792 |
| Residential Mortgages | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 200,725 | | $ | 184,718 | | $ | 81,446 | | $ | 50,770 | | $ | 71,313 | | $ | 40,362 | | $ | 25,349 | | | | $ | 654,683 |
| Nonperforming | | — | | 1,212 | | — | | 865 | | 219 | | 969 | | — | | | | 3,265 |
| Total Residential Mortgages | | $ | 200,725 | | $ | 185,930 | | $ | 81,446 | | $ | 51,635 | | $ | 71,532 | | $ | 41,331 | | $ | 25,349 | | | | $ | 657,948 |
| Other Consumer | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 24,100 | | $ | 10,045 | | $ | 7,323 | | $ | 1,999 | | $ | 512 | | $ | 276 | | $ | 299 | | | | $ | 44,554 |
| Nonperforming | | — | | 6 | | 1 | | — | | 1 | | — | | — | | | | 8 |
| Total Other Consumer | | $ | 24,100 | | $ | 10,051 | | $ | 7,324 | | $ | 1,999 | | $ | 513 | | $ | 276 | | $ | 299 | | | | $ | 44,562 |
| Construction | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 149,535 | | $ | 117,466 | | $ | 41,808 | | $ | 4,938 | | $ | 25,615 | | $ | 7,271 | | $ | 6,056 | | | | $ | 352,689 |
| Nonperforming | | — | | — | | — | | — | | — | | 864 | | — | | | | 864 |
| Total Construction | | $ | 149,535 | | $ | 117,466 | | $ | 41,808 | | $ | 4,938 | | $ | 25,615 | | $ | 8,135 | | $ | 6,056 | | | | $ | 353,553 |
| Other | | | | | | | | | | | | | | | | | | |
| Performing | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 74,050 | | $ | 238,446 | | $ | — | | | | $ | 312,496 |
| Nonperforming | | — | | — | | — | | | | — | | — | | — | | | | — |
| Total Other Loans | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 74,050 | | $ | 238,446 | | $ | — | | | | $ | 312,496 |
| Total Portfolio Loans | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 816,403 | | $ | 545,820 | | $ | 308,431 | | $ | 197,250 | | $ | 407,545 | | $ | 780,067 | | $ | 86,752 | | | | $ | 3,142,268 |
| Nonperforming | | — | | 1,264 | | 1 | | 883 | | 2,423 | | 2,033 | | 41 | | | | 6,645 |
| Total Portfolio Loans | | $ | 816,403 | | $ | 547,084 | | $ | 308,432 | | $ | 198,133 | | $ | 409,968 | | $ | 782,100 | | $ | 86,793 | | | | $ | 3,148,913 |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 and Prior | | Revolving | | | | Total Portfolio Loans |
| Commercial Real Estate | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 195,670 | | $ | 165,100 | | $ | 215,575 | | $ | 292,857 | | $ | 119,229 | | $ | 293,102 | | $ | 38,382 | | | | $ | 1,319,915 |
| Nonperforming | | — | | — | | 314 | | 2,742 | | 215 | | 66 | | — | | | | 3,337 |
| Total Commercial Real Estate | | $ | 195,670 | | $ | 165,100 | | $ | 215,889 | | $ | 295,599 | | $ | 119,444 | | $ | 293,168 | | $ | 38,382 | | | | $ | 1,323,252 |
| Commercial and Industrial | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 55,187 | | $ | 50,087 | | $ | 15,648 | | $ | 43,117 | | $ | 26,373 | | $ | 150,656 | | $ | 3,857 | | | | $ | 344,925 |
| Nonperforming | | — | | — | | 308 | | 4 | | — | | — | | 139 | | | | 451 |
| Total Commercial and Industrial | | $ | 55,187 | | $ | 50,087 | | $ | 15,956 | | $ | 43,121 | | $ | 26,373 | | $ | 150,656 | | $ | 3,996 | | | | $ | 345,376 |
| Residential Mortgages | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 155,892 | | $ | 91,023 | | $ | 63,682 | | $ | 73,564 | | $ | 8,640 | | $ | 49,399 | | $ | 13,237 | | | | $ | 455,437 |
| Nonperforming | | — | | — | | 1,008 | | 512 | | 188 | | 843 | | — | | | | 2,551 |
| Total Residential Mortgages | | $ | 155,892 | | $ | 91,023 | | $ | 64,690 | | $ | 74,076 | | $ | 8,828 | | $ | 50,242 | | $ | 13,237 | | | | $ | 457,988 |
| Other Consumer | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 9,364 | | $ | 10,202 | | $ | 979 | | $ | 450 | | $ | 211 | | $ | 23,048 | | $ | 339 | | | | $ | 44,593 |
| Nonperforming | | — | | — | | 11 | | 57 | | 5 | | — | | — | | | | 73 |
| Total Other Consumer | | $ | 9,364 | | $ | 10,202 | | $ | 990 | | $ | 507 | | $ | 216 | | $ | 23,048 | | $ | 339 | | | | $ | 44,666 |
| Construction | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 140,639 | | $ | 82,523 | | $ | 24,511 | | $ | 9,834 | | $ | 5,328 | | $ | 3,858 | | $ | 15,269 | | | | $ | 281,962 |
| Nonperforming | | — | | 107 | | 809 | | — | | — | | 69 | | — | | | | 985 |
| Total Construction | | $ | 140,639 | | $ | 82,630 | | $ | 25,320 | | $ | 9,834 | | $ | 5,328 | | $ | 3,927 | | $ | 15,269 | | | | $ | 282,947 |
| Other | | | | | | | | | | | | | | | | | | |
| Performing | | $ | — | | $ | — | | $ | — | | $ | 87,329 | | $ | 163,730 | | $ | 106,841 | | $ | — | | | | $ | 357,900 |
| Nonperforming | | — | | — | | — | | | | — | | — | | — | | | | — |
| Total Other Loans | | $ | — | | $ | — | | $ | — | | $ | 87,329 | | $ | 163,730 | | $ | 106,841 | | $ | — | | | | $ | 357,900 |
| Total Portfolio Loans | | | | | | | | | | | | | | | | | | |
| Performing | | $ | 556,752 | | $ | 398,935 | | $ | 320,395 | | $ | 507,151 | | $ | 323,511 | | $ | 626,904 | | $ | 71,084 | | | | $ | 2,804,732 |
| Nonperforming | | — | | 107 | | 2,450 | | 3,315 | | 408 | | 978 | | 139 | | | | 7,397 |
| Total Portfolio Loans | | $ | 556,752 | | $ | 399,042 | | $ | 322,845 | | $ | 510,466 | | $ | 323,919 | | $ | 627,882 | | $ | 71,223 | | | | $ | 2,812,129 |
Age Analysis of Past-Due Loans by Class
The following tables include an aging analysis of the recorded investment of past-due portfolio loans as the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Current Loans | | Loans 30-59
Days Past Due | | Loans 60-89
Days Past Due | | Total 30-89 Days
Past Due | | Nonaccrual Loans | | Total Portfolio Loans |
| Commercial Real Estate | | $ | 1,468,154 | | | $ | 104 | | | $ | — | | | $ | 104 | | | $ | 2,304 | | | $ | 1,470,562 | |
| Commercial & Industrial | | 309,305 | | | 274 | | | 9 | | | 283 | | | 204 | | | 309,792 | |
| Residential Mortgages | | 654,238 | | | 445 | | | — | | | 445 | | | 3,265 | | | 657,948 | |
| Other Consumer | | 44,013 | | | 337 | | | 204 | | | 541 | | | 8 | | | 44,562 | |
| Construction | | 349,225 | | | 1,321 | | | 2,143 | | | 3,464 | | | 864 | | | 353,553 | |
| Other | | 312,496 | | | — | | | — | | | — | | | — | | | 312,496 | |
| Total | | $ | 3,137,431 | | | $ | 2,481 | | | $ | 2,356 | | | $ | 4,837 | | | $ | 6,645 | | | $ | 3,148,913 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (Dollars in Thousands) | | Current Loans | | Loans 30-59
Days Past Due | | Loans 60-89
Days Past Due | | Total 30-89 Days
Past Due | | Nonaccrual Loans | | Total Portfolio Loans |
| Commercial Real Estate | | $ | 1,319,686 | | | $ | 229 | | | $ | — | | | $ | 229 | | | $ | 3,337 | | | $ | 1,323,252 | |
| Commercial & Industrial | | 344,628 | | | 80 | | | 217 | | | 297 | | | 451 | | | 345,376 | |
| Residential Mortgages | | 454,754 | | | 683 | | | — | | | 683 | | | 2,551 | | | 457,988 | |
| Other Consumer | | 44,132 | | | 367 | | | 94 | | | 461 | | | 73 | | | 44,666 | |
| Construction | | 281,962 | | | — | | | — | | | — | | | 985 | | | 282,947 | |
| Other | | 357,900 | | | — | | | — | | | — | | | — | | | 357,900 | |
| Total | | $ | 2,803,062 | | | $ | 1,359 | | | $ | 311 | | | $ | 1,670 | | | $ | 7,397 | | | $ | 2,812,129 | |
Loans past due 90 days or more and still accruing were zero at December 31, 2022 and 2021. Loans past due 90 days are automatically transferred to nonaccrual status. Loans past due 30 to 89 days or more and still accruing increased $3.2 million to $4.8 million at December 31, 2022 compared to $1.7 million at December 31, 2021, primarily in the construction segment due to two relationships with an aggregate principal balance of $2.9 million.
There were no nonaccrual or past due loans related to loans held-for-sale as of December 31, 2022 and December 31, 2021, respectively.
The following table presents loans on nonaccrual status and loans past due 90 days or more and still accruing by portfolio segment of loan as of December 31, 2022. For the twelve months ended December 31, 2022, the amount of interest income on nonaccrual loans was immaterial. There were no loans at December 31, 2022 that were past due more than 90 days and still accruing.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of and for the December 31, 2022 |
| (Dollars in Thousands) | | Beginning of
Period
Nonaccrual | | End of
Period
Nonaccrual | | Nonaccrual
With No
Related
Allowance | | Past Due
90+ Days
Still Accruing |
| Commercial Real Estate | | $ | 3,337 | | | $ | 2,304 | | | $ | — | | | $ | — | |
| Commercial and Industrial | | 451 | | | 204 | | | — | | | — | |
| Residential Mortgages | | 2,551 | | | 3,265 | | | — | | | — | |
| Other Consumer | | 73 | | | 8 | | | — | | | — | |
| Construction | | 985 | | | 864 | | | — | | | — | |
| Other | | — | | | — | | | — | | | — | |
| Total Portfolio Loans | | $ | 7,397 | | | $ | 6,645 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of and for the December 31, 2021 |
| (Dollars in Thousands) | | Beginning of
Period
Nonaccrual | | End of
Period
Nonaccrual | | Nonaccrual
With No
Related
Allowance | | Past Due
90+ Days
Still Accruing |
| Commercial Real Estate | | $ | 21,891 | | | $ | 3,337 | | | $ | — | | | $ | — | |
| Commercial and Industrial | | 456 | | | 451 | | | — | | | — | |
| Residential Mortgages | | 4,135 | | | 2,551 | | | — | | | — | |
| Other Consumer | | 184 | | | 73 | | | — | | | — | |
| Construction | | 5,331 | | | 985 | | | 808 | | | — | |
| Other | | — | | | — | | | — | | | — | |
| Total Portfolio Loans | | $ | 31,997 | | | $ | 7,397 | | | $ | 808 | | | $ | — | |
A loan is considered nonperforming when we transfer the loan to nonaccrual status. A loan is considered nonaccrual when the loan is 90 days or more delinquent. It is also possible that management will transfer a loan to nonaccrual before it is 90 days past due under certain circumstances if there is a probability that we will not collect all principal and interest due under the contractual terms of the loan agreement. Loans experiencing financial difficulty that are considered restructured loans and nonaccrual loans with a commitment of $1.0 million or more are individually evaluated for potential credit losses. During the years ended December 31, 2022 and December 31, 2021, no material amount of interest income was recognized on nonperforming loans subsequent to their classification as nonperforming loans.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The following table presents the amortized cost basis of collateral-dependent individually evaluated loans as of December 31. Changes in the fair value of the types of collateral for individually evaluated loans are reported as provision for credit loss on loans in the period of change.
| | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
| (Dollars in Thousands) | | Real Estate | | Real Estate |
| Commercial Real Estate | | $ | 2,106 | | 2,742 | |
| Commercial and Industrial | | — | | — | |
| Residential Mortgages | | 1,212 | | — | |
| Other Consumer | | — | | — | |
| Construction | | — | | 808 | |
| Other | | — | | — | |
| Total | | $ | 3,318 | | 3,550 | |
The following tables presents the average investment in impaired loans and the interest income recognized at December 31, 2020. | | | | | | | | | | | | | | |
| | December 31, 2020 |
| (Dollars in Thousands) | | Average Investment in Impaired Loans | | Interest Income Recognized |
| Loans without a Specific Valuation Allowance: | | | | |
| Commercial Real Estate | | $ | 4,201 | | | $ | 128 | |
| Construction | | 56,941 | | | 1,871 | |
| Residential Mortgages | | 51,716 | | | 1,906 | |
| | | | |
| Loans with a Specific Valuation Allowance: | | | | |
| Commercial Real Estate | | 27,780 | | | 163 | |
| Commercial and Industrial | | 184 | | | — | |
| Construction | | 1,739 | | | — | |
| | | | |
| Total by Category: | | | | |
| Commercial Real Estate | | 31,981 | | | 291 | |
| Commercial and Industrial | | 184 | | | — | |
| Construction | | 58,680 | | | 1,871 | |
| Residential Mortgages | | 51,716 | | | 1,906 | |
| Total Impaired Loans | | $ | 142,561 | | | $ | 4,068 | |
The following tables presents activity in the ACL and ALL for the periods presented: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Commercial Real Estate | | Commercial & Industrial | | Residential Mortgages | | Other Consumer | | Construction | | Other | | Total |
| Allowance for Credit Losses on Loans: | | | | | | | | | | | | | | |
| Balance, Beginning of Year | | $ | 17,297 | | | $ | 4,111 | | | $ | 4,368 | | | $ | 1,493 | | | $ | 6,939 | | | $ | 61,731 | | | $ | 95,939 | |
| | | | | | | | | | | | | | |
| Provision (Recovery) for Credit Losses on Loans | | 695 | | | 3,304 | | | 4,470 | | | 1,109 | | | (146) | | | (7,013) | | | 2,419 | |
| Charge-offs | | — | | | (3,436) | | | (46) | | | (1,677) | | | — | | | — | | | (5,159) | |
| Recoveries | | — | | | 1 | | | 99 | | | 404 | | | 149 | | | — | | | 653 | |
| Net (Charge-offs) / Recoveries | | — | | | (3,435) | | | 53 | | | (1,273) | | | 149 | | | — | | | (4,506) | |
| Balance, End of Year | | $ | 17,992 | | | $ | 3,980 | | | $ | 8,891 | | | $ | 1,329 | | | $ | 6,942 | | | $ | 54,718 | | | $ | 93,852 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (Dollars in Thousands) | | Commercial Real Estate | | Commercial & Industrial | | Residential Mortgages | | Other Consumer | | Construction | | Other(1) | | Total |
| Allowance for Credit Losses on Loans: | | | | | | | | | | | | | | |
| Balance, Beginning of Year | | $ | 36,428 | | | $ | 5,064 | | | $ | 2,099 | | | $ | 2,479 | | | $ | 8,004 | | | $ | — | | | $ | 54,074 | |
| Impact of CECL Adoption | | 6,587 | | | 1,379 | | | 3,356 | | | (877) | | | (80) | | | 51,277 | | | 61,642 | |
| (Recovery) Provision for Credit Losses on Loans | | (6,215) | | | (2,249) | | | (982) | | | 1,561 | | | 781 | | | 10,454 | | | 3,350 | |
| Charge-offs | | (19,662) | | | (374) | | | (273) | | | (2,256) | | | (1,859) | | | — | | | (24,424) | |
| Recoveries | | 159 | | | 291 | | | 168 | | | 586 | | | 93 | | | — | | | 1,297 | |
| Net (Charge-offs) / Recoveries | | (19,503) | | | (83) | | | (105) | | | (1,670) | | | $ | (1766) | | | — | | | (23,127) | |
| Balance, End of Year | | $ | 17,297 | | | $ | 4,111 | | | $ | 4,368 | | | $ | 1,493 | | | $ | 6,939 | | | $ | 61,731 | | | $ | 95,939 | |
(1) In connection with our adoption of Topic 326, we made changes to our loan portfolio segments to align with the methodology applied in determining the allowance under CECL. Our new segmentation breaks out Other loans from our original loan segments: CRE, C&I, residential mortgages and construction. The allowance balance at the beginning of period was reclassified to Other from their original loan segments: CRE, C&I, residential mortgages and construction to conform to current presentation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2020 |
| (Dollars in Thousands) | | Commercial Real Estate | | Commercial & Industrial | | Residential Mortgages | | Other Consumer | | Construction | | | | Total |
| | | | | | | | | | | | | | |
| Balance, Beginning of Year | | $ | 24,706 | | | $ | 3,601 | | | $ | 1,736 | | | $ | 3,299 | | | $ | 5,420 | | | | | $ | 38,762 | |
| Provision for Loan Losses | | 11,055 | | | 1,527 | | | 594 | | | 2,434 | | | 2,396 | | | | | 18,006 | |
| Charge-offs | | (40) | | | (66) | | | (258) | | | (3,991) | | | — | | | | | (4,355) | |
| Recoveries | | 707 | | | 2 | | | 27 | | | 737 | | | 188 | | | | | 1,661 | |
| Net Recoveries / (Charge-offs) | | 667 | | | (64) | | | (231) | | | (3,254) | | | 188 | | | | | (2,694) | |
| Balance, End of Year | | $ | 36,428 | | | $ | 5,064 | | | $ | 2,099 | | | $ | 2,479 | | | $ | 8,004 | | | | | $ | 54,074 | |
The adoption of Topic 326 resulted in an increase to our ACL of $61.6 million on January 1, 2021. The Day 1 model introduced a segmented pool of loans for discrete analysis. This segmented pool had an aggregate principal balance of $379.9 million at January 1, 2021, the initial break-out, and included unique risk attributes considered inconsistent with current underwriting standards. The analysis applied to this pool resulted in expected credit losses of $51.3 million, at adoption.
Our CECL methodology introduced a modified discounted cash flow methodology based on expected cash flow changes in the future for the Other segment. A significant population of the Other segment was not impaired under the probable incurred loss model and therefore not subject to a collateral dependent specific reserve analysis. For the population of the Other segment that was impaired under the incurred loss model, based on collateral values, the specific reserves totaled zero. Certain portions of the CECL model are inherently subjective and include, but are not limited to, estimates with respect to: prepayment speeds, the timing of prepayments, potential losses given default, discount rates and the timing of future cash flows. Management utilizes widely published economic forecasts as the basis for the regression analysis used to estimate the probability of default in the baseline model. The peaks and troughs of these forecasts serve as guardrails for potential subjective adjustments. In addition to considering the outcomes based on the range of forecasts, management recognizes that the assumptions used in economic forecasts may not perfectly align with our market area, risk profile or unique attributes of our portfolio along with other important considerations. Severe changes in forecasts can also create significant variability and management must assess not only the absolute balance of reserves but also consider the appropriateness of the velocity of change. Therefore, management developed a framework to assess the tolerance and reasonableness of the CECL modeling process by challenging certain elements of the forecasts, when appropriate. These outcomes, known as “challenger models,” provide opportunities to examine and subjectively adjust the CECL model output and are designed to be counter cyclical, thereby reducing variability. An expected credit loss of $51.3 million upon adoption was established based on the discounted cash flow method with a discount rate, which was quantitatively adjusted.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 7 - FAIR VALUE MEASUREMENTS
The following tables present the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy level at the dates presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Carrying Value | | 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 | | $ | 17,866 | | | $ | 17,866 | | | $ | — | | | $ | — | |
| U.S. Government Agency Securities | | 49,764 | | | — | | | 49,764 | | | — | |
| Residential Mortgage-Backed Securities | | 103,685 | | | — | | | 103,685 | | | — | |
| Commercial Mortgage-Backed Securities | | 34,675 | | | — | | | 34,675 | | | — | |
| Other Commercial Mortgage-Backed Securities | | 22,399 | | | 2,538 | | | 19,861 | | | — | |
| Asset Backed Securities | | 141,383 | | | 4,996 | | | 136,387 | | | — | |
| Collateralized Mortgage Obligations | | 176,622 | | | — | | | 176,622 | | | — | |
| States and Political Subdivisions | | 228,146 | | | — | | | 228,146 | | | — | |
| Corporate Notes | | 61,733 | | | — | | | 54,216 | | | 7,517 | |
| Total Securities Available-for-Sale | | 836,273 | | | 25,400 | | | 803,356 | | | 7,517 | |
| Derivatives | | 22,973 | | | — | | | 22,973 | | | — | |
| Total | | $ | 859,246 | | | $ | 25,400 | | | $ | 826,329 | | | $ | 7,517 | |
| | | | | | | | |
| Liabilities | | | | | | | | |
| Derivatives | | $ | 22,542 | | | $ | — | | | $ | 22,542 | | | $ | — | |
| Total | | $ | 22,542 | | | $ | — | | | $ | 22,542 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (Dollars in Thousands) | | Carrying Value | | 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 | | $ | 4,413 | | | $ | 4,413 | | | $ | — | | | $ | — | |
| U.S. Government Agency Securities | | 73,534 | | | — | | | 73,534 | | | — | |
| Residential Mortgage-Backed Securities | | 110,013 | | | — | | | 110,013 | | | — | |
| Commercial Mortgage-Backed Securities | | 43,026 | | | — | | | 43,026 | | | — | |
| Other Commercial Mortgage-Backed Securities | | 14,146 | | | — | | | 14,146 | | | — | |
| Asset Backed Securities | | 151,450 | | | — | | | 151,450 | | | — | |
| Collateralized Mortgage Obligations | | 203,881 | | | — | | | 203,881 | | | — | |
| States and Political Subdivisions | | 262,202 | | | — | | | 262,202 | | | — | |
| Corporate Notes | | 59,735 | | | — | | | 51,177 | | | 8,558 | |
| Total Securities Available-for-Sale | | 922,400 | | | 4,413 | | | 909,429 | | | 8,558 | |
| Derivatives | | 3,508 | | | — | | | 3,508 | | | — | |
| Total | | $ | 925,908 | | | $ | 4,413 | | | $ | 912,937 | | | $ | 8,558 | |
| | | | | | | | |
| Liabilities | | | | | | | | |
| Derivatives | | $ | 3,682 | | | $ | — | | | $ | 3,682 | | | $ | — | |
| Total | | $ | 3,682 | | | $ | — | | | $ | 3,682 | | | $ | — | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
We have invested in subordinated debt of other financial institutions. We have two securities totaling $7.5 million that are considered to be Level 3 securities at December 31, 2022 and two totaling $8.6 million at December 31, 2021. The change in the fair value of Level 3 securities available-for-sale from $8.6 million at December 31, 2021 to $7.5 million at December 31, 2022 is attributable to the calculated change in fair value of $1.1 million. The Level 3 fair value is benchmarked to other securities that have observable market values in Level 2 using comparable financial ratio analysis specific to the industry in which the underlying company operates. The underwriting includes considerations of capital adequacy, asset quality trends, management’s ability to continue efficient and profitable operations, the institution’s core earnings ability, liquidity management platform and current on and off-balance sheet interest rate risk exposures.
Financial assets measured at fair value on a nonrecurring basis at December 31, 2022 and 2021 are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Level 1 | | Level 2 | | Level 3 | | Fair Value |
| OREO | | $ | — | | | $ | — | | | $ | 8,393 | | | $ | 8,393 | |
| Individually Evaluated Loans | | $ | — | | | $ | — | | | $ | 2,649 | | | $ | 2,649 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (Dollars in Thousands) | | Level 1 | | Level 2 | | Level 3 | | Fair Value |
| OREO | | $ | — | | | $ | — | | | $ | 10,916 | | | $ | 10,916 | |
| Individually Evaluated Loans | | $ | — | | | $ | — | | | $ | 1,777 | | | $ | 1,777 | |
Individually evaluated loans had a net carrying amount of $2.6 million at December 31, 2022, including a valuation allowance of $0.7 million. Individually evaluated loans had a net carrying amount of $1.8 million at December 31, 2021, including a valuation allowance of $1.0 million.
OREO, which is measured at the lower of carrying or fair value less costs to sell, had a net carrying amount of $8.4 million as of December 31, 2022, compared with $10.9 million at December 31, 2021, primarily due to sale and payments. Write-downs of $0.7 million were recorded on OREO for the year ended December 31, 2022 compared to $3.5 million for the year ended December 31, 2021.
The following tables summarize the Company’s assets that were measured at fair value on a nonrecurring basis as of December 31, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| (Dollars in Thousands) | | Fair Value | | Valuation Technique | | Unobservable Inputs | | Weighted Range | | Average |
| Assets | | | | | | | | | | | | |
| Individually Evaluated Loans | | $ | 858 | | | Discounted Internal Valuations | | Management's Discount & Estimated Selling Costs | | | | 14.2% | | 14.2 | % |
| Individually Evaluated Loans | | $ | 1,791 | | | Discounted Appraisals | | Estimated Selling Costs | | | | 6.0% | | 6.0 | % |
| | | | | | | | | | | | |
| Total Individually Evaluated Loans | | $ | 2,649 | | | | | | | | | | | |
| | | | | | | | | | | | |
| OREO | | $ | 7,323 | | | Appraisals | | Estimated Selling Costs | | | | 10.0% | | 10.0 | % |
| OREO | | 143 | | | Internal Valuations | | Estimated Selling Costs | | | | 5.0% | | 5.0 | % |
| OREO | | 927 | | | Discounted Internal Valuations | | Management's Discount & Estimated Selling Costs | | 0.0% | — | 5.0% | | 0.7 | % |
| | | | | | | | | | | | |
| Total OREO | | $ | 8,393 | | | | | | | | | | | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
| (Dollars in Thousands) | | Fair Value | | Valuation Technique | | Unobservable Inputs | | Weighted Range | | Average |
| Assets | | | | | | | | | | | | |
| Individually Evaluated Loans | | $ | 1,777 | | | Discounted Appraisals | | Management's Discount & Estimated Selling Costs | | | | 53.0% | | 53.0 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Total Individually Evaluated Loans | | $ | 1,777 | | | | | | | | | | | |
| | | | | | | | | | | | |
| OREO | | $ | 9,946 | | | Appraisals | | Estimated Selling Costs | | | | 10.0% | | 10.0 | % |
| | | | | | | | | | | | |
| OREO | | 190 | | | Internal Valuations | | Estimated Selling Costs | | | | 5.0% | | 5.0 | % |
| OREO | | 780 | | | Discounted Internal Valuations | | Management’s Discount & Estimated Selling Costs | | 5.0% | — | 50.7% | | 20.3 | % |
| Total OREO | | $ | 10,916 | | | | | | | | | | | |
A baseline discount rate has been established for impairment measurement. This baseline discount rate was back tested against historical OREO sales and therefore represents an average recovery rate based on the transaction sizes and asset types in the population examined. Management considers the unique attributes and characteristics of each specific individually evaluated loan and may use judgement to adjust the baseline discount rate when appropriate.
The carrying values and estimated fair values of our financial instruments at December 31, 2022 and December 31, 2021 are presented in the following tables. Fair values for December 31, 2022 and December 31, 2021 are estimated under the exit price notion in accordance with ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.”
GAAP requires disclosure of fair value information about financial instruments carried at book value on the Consolidated Balance Sheet. 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. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements at December 31, 2022 |
| (Dollars in Thousands) | | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total |
| Financial Assets: | | | | | | | | | | |
| Cash and Cash Equivalents | | $ | 46,869 | | | $ | 42,364 | | | $ | 4,505 | | | $ | — | | | $ | 46,869 | |
| Securities Available-for-Sale | | 836,273 | | | 25,400 | | | 803,356 | | | 7,517 | | | 836,273 | |
| | | | | | | | | | |
| Portfolio Loans, net | | 3,055,061 | | | — | | | — | | | 2,955,489 | | | 2,955,489 | |
| | | | | | | | | | |
| Federal Home Loan Bank Stock, at Cost | | 9,740 | | | — | | | — | | | NA | | NA |
| Other Assets- Interest Rate Derivatives | | 22,973 | | | — | | | 22,973 | | | — | | | 22,973 | |
| Accrued Interest Receivable | | 19,346 | | | 138 | | | 4,903 | | | 14,305 | | | 19,346 | |
| | | | | | | | | | |
| Financial Liabilities: | | | | | | | | | | |
| Deposits | | $ | 3,630,333 | | | $ | 703,334 | | | $ | 1,665,473 | | | $ | 1,264,659 | | | $ | 3,633,466 | |
| | | | | | | | | | |
| Other Liabilities- Interest Rate Derivatives | | 22,542 | | | — | | | 22,542 | | | — | | | 22,542 | |
| FHLB Borrowings | | 180,550 | | | — | | | — | | | 180,569 | | | 180,569 | |
| Federal Funds Purchased | | 17,870 | | | — | | | 17,870 | | | — | | | 17,870 | |
| Accrued Interest Payable | | 2,294 | | | — | | | — | | | 2,294 | | | 2,294 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements at December 31, 2021 |
| (Dollars in Thousands) | | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total |
| Financial Assets: | | | | | | | | | | |
| Cash and Cash Equivalents | | $ | 277,799 | | | $ | 36,698 | | | $ | 241,101 | | | $ | — | | | $ | 277,799 | |
| Securities Available-for-Sale | | 922,400 | | | 4,413 | | | 909,429 | | | 8,558 | | | 922,400 | |
| Loans Held-for-Sale | | 228 | | | — | | | — | | | 228 | | | 228 | |
| Portfolio Loans, net | | 2,716,190 | | | — | | | — | | | 2,689,578 | | | 2,689,578 | |
| | | | | | | | | | |
| Federal Home Loan Bank Stock, at Cost | | 2,352 | | | — | | | — | | | NA | | NA |
| Other Assets- Interest Rate Derivatives | | 3,508 | | | — | | | 3,508 | | | — | | | 3,508 | |
| Accrued Interest Receivable | | 17,178 | | | 17 | | | 3,462 | | | 13,699 | | | 17,178 | |
| | | | | | | | | | |
| Financial Liabilities: | | | | | | | | | | |
| Deposits | | $ | 3,698,476 | | | $ | 747,909 | | | $ | 1,606,249 | | | $ | 1,369,228 | | | $ | 3,723,386 | |
| | | | | | | | | | |
| Other Liabilities- Interest Rate Derivatives | | 3,682 | | | — | | | 3,682 | | | — | | | 3,682 | |
| FHLB Borrowings | | 7,000 | | | — | | | — | | | 7,035 | | | 7,035 | |
| Accrued Interest Payable | | 1,378 | | | — | | | — | | | 1,378 | | | 1,378 | |
NOTE 8 - PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation as follows:
| | | | | | | | | | | | | | |
| | December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Land | | $ | 19,703 | | | $ | 20,763 | |
| Bank Premises | | 54,872 | | | 55,463 | |
| Furniture and Equipment | | 34,945 | | | 34,529 | |
| Leasehold Improvements | | 1,618 | | | 854 | |
| Total Premises and Equipment | | 111,138 | | | 111,609 | |
| Accumulated Depreciation | | (39,024) | | | (36,312) | |
| Total | | $ | 72,114 | | | $ | 75,297 | |
At both December 31, 2022 and December 31, 2021, we had no bank premises and equipment held-for-sale.
Depreciation expense is included under occupancy expense, net in the Consolidated Statements of Income (Loss) totaling $6.1 million in 2022, $6.2 million in 2021, and $6.1 million in 2020.
Real estate on closed branches was valued based on recent comparative market values received from a real estate broker. Write-downs in the amount of $0.6 million, $3.2 million and $1.1 million were recognized during 2022, 2021 and 2020, respectively. These write-downs on closed branches are included in losses and write-downs on OREO, net in the Consolidated Statements of Income (Loss). The net remaining carrying value of $1.1 million and $1.0 million is classified as held-for-sale in OREO in the Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively.
The Company leases offices from non-related parties under various terms, some of which contain contingent rentals tied to a price index. Rental expense for these leases was $67 thousand in 2022, $72 thousand in 2021, and $99 thousand for 2020.
The Company currently has three depository locations, a loan production office, a commercial banking office and another office housing various Bank functions under lease contracts. We have included $6.3 million and $3.3 million in right-of-use assets in other assets on its Consolidated Balance Sheets at December 31, 2022 and 2021, respectively. The Company has included $6.6 million and $3.4 million in lease liabilities in other liabilities on its Consolidated Balance Sheets at December 31, 2022 and 2021, respectively.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 9 - OTHER REAL ESTATE OWNED
The following table presents OREO activity as of the dates presented:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Beginning of Year Balance | | $ | 10,916 | | | $ | 15,722 | | | $ | 18,324 | |
| Loans Transferred to OREO | | 74 | | | 59 | | | 755 | |
| | | | | | |
| Transfer of Closed Retail Offices to OREO | | 2,675 | | | 12,013 | | | 2,221 | |
| Capitalized Expenditures | | — | | | — | | | 19 | |
| Direct Write-Downs | | (741) | | | (3,472) | | | (1,483) | |
| Cash Proceeds from Pay-downs | | (422) | | | (452) | | | (483) | |
| Sales of OREO | | (4,109) | | | (12,954) | | | (3,631) | |
| End of Year Balance | | $ | 8,393 | | | $ | 10,916 | | | $ | 15,722 | |
At December 31, 2022, 2021, and 2020, the balance of OREO includes $7.3 million, $9.9 million, and $13.2 million, respectively, of foreclosed properties recorded as a result of obtaining physical possession of the asset. At December 31, 2022 and 2021, the recorded investment of foreclosed residential real estate was $133 thousand and $62 thousand, respectively. At December 31, 2022 and 2021, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceeds are in process is $902 thousand and $254 thousand, respectively.
Income and expenses applicable to foreclosed assets include the following:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Provision for Losses | | $ | 741 | | | $ | 3,472 | | | $ | 1,483 | |
| Operating Expenses, net of Rental Income | | 293 | | | 317 | | | 317 | |
| Net (Gain) Loss on Sales | | (309) | | | 150 | | | (48) | |
| OREO Expense | | $ | 725 | | | $ | 3,939 | | | $ | 1,752 | |
NOTE 10 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In accordance with applicable accounting guidance for derivatives and hedging, all derivatives are recognized as either assets or liabilities on the Consolidated Balance Sheet at fair value. Interest rate swaps are contracts in which a series of interest rate flows (fixed and variable) are exchanged over a prescribed period. The notional amounts on which the interest payments are based are not exchanged. These derivative positions relate to transactions in which the Company enters into an interest rate swap with a commercial customer while at the same time entering into an offsetting interest rate swap with another financial institution, or counterparty. In connection with each transaction, the Company originates a floating rate loan to the customer at a notional amount. In turn, the customer contracts with the counterparty to swap the stream of cash flows associated with the floating interest rate loan with the Company for a stream of fixed interest rate cash flows based on the same notional amount as the Company’s loan. The transaction allows the customer to effectively convert a variable rate loan to a fixed rate loan with the Company receiving a variable rate. These agreements could have floors or caps on the contracted interest rates.
Pursuant to agreements with various financial institutions, the Company may receive collateral or may be required to post collateral based upon mark-to-market positions. Beyond unsecured threshold levels, collateral in the form of cash or securities may be made available to counterparties of interest rate swap transactions. Based upon current positions and related future collateral requirements relating to them, management believes any effect on our cash flow or liquidity position to be immaterial.
Derivatives contain an element of credit risk, the possibility that the Company will incur a loss because a counterparty, which may be a financial institution or a customer, fails to meet its contractual obligations. All derivative contracts with financial institutions may be executed only with counterparties approved by the Asset and Liability Committee (“ALCO”) and all derivatives with customers are approved by a team of members from senior management who have been trained to understand the risk associated with interest rate swaps and have past industry experience. Interest rate swaps are considered derivatives but
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
are not accounted for using hedge accounting. As such, changes in the estimated fair value of the derivatives are recorded in current earnings in the Consolidated Statements of Income (Loss).
The following table indicates the amounts representing the fair value of derivative assets and derivative liabilities at December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Values of Derivative Instruments
Asset Derivatives (Included in Other Assets) |
| (Dollars in Thousands) | | 2022 | | 2021 |
| | Number of
Transactions | | Notional
Amount | | Fair
Value | | Number of
Transactions | | Notional
Amount | | Fair
Value |
| Derivatives not Designated as Hedging Instruments | | | | | | | | | | | | |
| Interest Rate Lock Commitments – Mortgage Loans | | 1 | | | $ | 200 | | | $ | 1 | | | $ | — | | | $ | — | | | $ | — | |
| Interest Rate Swap Contracts – Commercial Loans | | 62 | | | 432,984 | | | 22,973 | | | 66 | | | 446,490 | | | 3,508 | |
| Total Derivatives not Designated as Hedging Instruments | | 63 | | | $ | 433,184 | | | $ | 22,974 | | | 66 | | | $ | 446,490 | | | $ | 3,508 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Values of Derivative Instruments
Liability Derivatives (Included in Other Liabilities) |
| (Dollars in Thousands) | | 2022 | | 2021 |
| | Number of
Transactions | | Notional
Amount | | Fair
Value | | Number of
Transactions | | Notional
Amount | | Fair
Value |
| Derivatives not Designated as Hedging Instruments | | | | | | | | | | | | |
| Forward Sale Contracts – Mortgage Loans | | 1 | | | $ | 200 | | | $ | 1 | | | — | | | $ | — | | | $ | — | |
| Interest Rate Swap Contracts – Commercial Loans | | 62 | | | 432,984 | | | 22,542 | | | 66 | | | 446,490 | | | 3,682 | |
| Total Derivatives not Designated as Hedging Instruments | | 63 | | | $ | 433,184 | | | $ | 22,543 | | | 66 | | | $ | 446,490 | | | $ | 3,682 | |
The following table indicates the income (loss) recognized in the Consolidated Statement of Income (Loss) for derivatives for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Derivatives not Designated as Hedging Instruments | | | | | | |
| Interest Rate Lock Commitments – Mortgage Loans | | $ | 1 | | | $ | — | | | $ | (1) | |
| Forward Sale Contracts – Mortgage Loans | | (1) | | | — | | | 1 | |
| Interest Rate Swap Contracts – Commercial Loans | | 605 | | | 89 | | | (214) | |
| Total Derivative Income (Loss) | | $ | 605 | | | $ | 89 | | | $ | (214) | |
Presenting offsetting derivatives that are subject to legally enforceable netting arrangements with the same party is permitted. For example, we may have a derivative asset and a derivative liability with the same counterparty to a swap transaction and are permitted to offset the asset position and the liability position resulting in a net presentation.
The following table indicates the gross amounts of commercial loan swap derivative assets and derivative liabilities, the amounts offset and the carrying values are included in the Consolidated Balance Sheets at December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Asset Derivatives (Included in Other Assets) | | Liability Derivatives (Included in Other Liabilities) |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2022 | | 2021 |
| Derivatives not Designated as Hedging Instruments | | | | | | | | |
| Gross Amounts Recognized | | $ | 22,973 | | | $ | 3,508 | | | $ | 22,542 | | | $ | 3,682 | |
| Gross Amounts Offset | | — | | | — | | | — | | | — | |
| Net Amounts Presented in the Consolidated Balance Sheets | | 22,973 | | | 3,508 | | | 22,542 | | | 3,682 | |
Gross Amounts Not Offset (1) | | — | | | — | | | — | | | (4,080) | |
| Net Amount | | $ | 22,973 | | | $ | 3,508 | | | $ | 22,542 | | | $ | (398) | |
(1) Amounts represent collateral posted for the periods presented.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 11 – DEPOSITS
The following table presents the composition of deposits at December 31:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Noninterest-Bearing Demand | | $ | 703,334 | | | $ | 747,909 | |
| Interest-Bearing Demand | | 496,948 | | | 452,644 | |
| Money Market | | 484,238 | | | 463,056 | |
| Savings | | 684,287 | | | 690,549 | |
| Certificates of Deposits | | 1,261,526 | | | 1,344,318 | |
| | | | |
| Total | | $ | 3,630,333 | | | $ | 3,698,476 | |
All deposit accounts are insured by the FDIC up to the maximum amount allowed by law. The Dodd-Frank Act, signed into law on July 21, 2010, makes permanent the $250,000 limit for federal deposit insurance and the coverage limit applies per depositor, per insured depository institution for each account ownership. Time deposits that exceed the FDIC Insurance limit of $250,000 at year-end 2022 and 2021 were $159.0 million and $147.1 million, respectively.
Certificates of Deposit maturing as of December 31:
| | | | | | | | |
| (Dollars in Thousands) | | 2022 |
| 2023 | | $ | 637,771 | |
| 2024 | | 349,001 | |
| 2025 | | 138,826 | |
| 2026 | | 82,863 | |
| 2027 | | 51,482 | |
| Thereafter | | 1,583 | |
| Total | | $ | 1,261,526 | |
Overdrafts reclassified to loans were $0.3 million at December 31, 2022 and $0.5 million at December 31, 2021.
Total deposit dollars from executive officers, directors, and their related interests at December 31, 2022 and 2021, respectively, were $2.9 million and $3.0 million.
NOTE 12 – FEDERAL HOME LOAN BANK BORROWINGS AND FEDERAL FUNDS PURCHASED
Borrowings serve as an additional source of liquidity for the Company. The Company had $180.6 million FHLB borrowings at December 31, 2022 and $7.0 million at December 31, 2021. FHLB borrowings are fixed rate advances for various terms and are secured by a blanket lien on select residential mortgages, select multifamily loans, and select commercial real estate loans. Total loans pledged as collateral were $1.5 billion at December 31, 2022 and $1.1 billion at December 31, 2021. There were no securities available-for-sale pledged as collateral at both December 31, 2022 and December 31, 2021. The Company continues to methodically pledge additional eligible loans and had continued progress in additional pledging throughout the year. The Company is eligible to borrow up to an additional $676.7 million based upon current qualifying collateral and has a maximum borrowing capacity of approximately $1.0 billion, or 25% of the Company’s assets, as of December 31, 2022. The Company had the capacity to borrow up to an additional $667.3 million from the FHLB at December 31, 2021.
The Company had $17.9 million in overnight federal funds purchased at December 31, 2022. There were no outstanding overnight federal funds purchased at December 31, 2021. The available borrowing capacity under unsecured lines of credit with corresponding banks was $127.1 million and $145.0 million at December 31, 2022 and December 31, 2021, respectively.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The following table represents the balance of FHLB borrowings, the weighted average interest rate, and interest expense for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| FHLB Borrowings | | $ | 180,550 | | | $ | 7,000 | | | $ | 35,000 | |
| Weighted Average Interest Rate | | 4.48 | % | | 1.61 | % | | 1.13 | % |
| Interest Expense | | $ | 1,163 | | | $ | 313 | | | $ | 361 | |
The following table represents the balance of federal funds purchased, the weighted average interest rate, and interest expense for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Federal Funds Purchased | | $ | 17,870 | | | $ | — | | | $ | — | |
| Weighted Average Interest Rate | | 4.65 | % | | — | % | | — | % |
| Interest Expense | | $ | 188 | | | $ | — | | | $ | 1 | |
During the year ending December 31, 2021 the Company repaid four FHLB advances totaling $28.0 million with a weighted average cost to borrow of 1.0%. One FHLB advance totaling $3.0 million was repaid at maturity in the fourth quarter of 2021. The remaining FHLB advances totaling $25.0 million were repaid ahead of their scheduled maturity date and had unamortized prepayment fees related to the early repayment of the borrowings totaling $43 thousand at December 31, 2021. The FHLB borrowing of $7.0 million was prepaid in January 2022 outside of its scheduled maturity and had unamortized prepayment fees related to the early repayment of the borrowing of $18 thousand.
Scheduled annual maturities and weighted average interest rates for FHLB borrowings for each of the five years subsequent to December 31, 2022 and thereafter are as follows:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | Balance | | Weighted
Average Rate |
| 2023 | | $ | 180,550 | | | 4.48 | % |
| 2024 | | — | | | — | % |
| 2025 | | — | | | — | % |
| 2026 | | — | | | — | % |
| 2027 | | — | | | — | % |
| Thereafter | | — | | | — | % |
| Total FHLB Borrowings | | $ | 180,550 | | | 4.48 | % |
NOTE 13 - EMPLOYEE BENEFIT PLANS
The Company has adopted an integrated profit sharing plan, which allows for elective deferrals and non-elective profit sharing contributions. Associates become eligible for the elective deferrals at the beginning of the quarter after they have been employed at least a month and have reached the age of twenty years and six months. Associates are eligible for the non-elective profit sharing contributions at the beginning of the quarter after they have been employed six months and have reached the age of twenty years and six months. Vesting for the non-elective profit sharing contribution is based on years of service to the Company, with a year being any year an employee works a minimum of 1,000 hours.
The following table details the vesting schedule based on years of service for participants:
| | | | | | | | | | | | | | |
| 1 Year of Service | | 0% Vested |
| 2 Years of Service | | 20% Vested |
| 3 Years of Service | | 40% Vested |
| 4 Years of Service | | 60% Vested |
| 5 Years of Service | | 100% Vested |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Any participant who has reached the age of 62 is fully vested regardless of length of service. Each participant in the plan (who has not reached age 62) becomes 100% vested after five (5) years of service. The non-elective contribution to the plan is determined each year by the Company’s Board of Directors (the “Board”) and thus may fluctuate in amount from year to year. The contribution by the Company, which includes contributions to the nonqualified plan discussed below, was $2.0 million in 2022, $1.8 million in 2021 and $1.0 million in 2020. These amounts are included in salaries and employee benefits in the Consolidated Statements of Income (Loss).
Beginning in 2020, our integrated profit sharing plan includes a Company match based upon an associate’s elective deferral. This elective deferral is subject to dollar limits announced annually by the Internal Revenue Service (“IRS”). Elective deferrals are matched equal to 100% of the first 3% deferred and 50% of the next 2%, producing a maximum 4% match. Expense for this deferral match was $1.3 million, $1.3 million and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The Bank entered into a Nonqualified Profit Sharing Plan originally on December 30, 1996, which was subsequently amended and restated effective December 20, 2007. The purpose of the Nonqualified Profit Sharing Plan was to provide additional benefits to be paid to the executive upon the occurrence of a “Distributable Event,” which is either termination or death. The board of directors of the Bank (the “Bank Board”) approved the amended plan on December 20, 2007. Since its inception, the Bank’s former Chairman and Chief Executive Officer was the only executive who participated in the Nonqualified Profit Sharing Plan. In April 2017, a Distributable Event occurred, in which distributions will occur over 45 quarterly payments. The value of the plan was $0.8 million as of December 31, 2022, and was solely comprised of cash. The quarterly distributions began on January 1, 2018 and will continue to be paid out in equal quarterly installments approximating $30 thousand.
On December 15, 2020, the Bank adopted an unfunded, nonqualified deferred compensation plan, called the Nonqualified Deferred Compensation Plan, to provide (i) certain key executives of the Bank (beginning after the date of adoption) the opportunity to defer to a later year on a pre-tax basis certain compensation without being subject to the dollar limits that apply to these associates under the Bank’s tax-qualified integrated profit-sharing plan and (ii) the Bank’s non-employee directors (beginning in January 2022) the opportunity to defer to a later year on a pre-tax basis certain director fees. The compensation and fees (and related earnings) deferred under this plan are held in a grantor trust until paid to the participants and remain subject to the claims of the creditors of the Bank and Company until paid to the participants. The balance in the nonqualified deferred compensation plan at December 31, 2022 and December 31, 2021 was $269.6 thousand and $160.7 thousand, respectively.
NOTE 14 – INCENTIVE AND RESTRICTED STOCK PLAN
The Bank Board adopted the Carter Bank & Trust 2018 Omnibus Equity Incentive Plan on March 29, 2018 based on the recommendation of the Bank’s Nominating and Compensation Committee (now, a committee of the Company, the “Committee”), which became effective on June 27, 2018. In connection with the Reorganization, the Company adopted and assumed the Carter Bank & Trust 2018 Omnibus Equity Incentive Plan as its own (now the Carter Bankshares, Inc. Amended and Restated 2018 Omnibus Equity Incentive Plan, or, for purposes of this discussion, the “Plan”). The Plan reserves a total 2,000,000 shares of common stock for issuance and provides for the grant to key associates and non-employee directors of the Company and its subsidiaries of awards that may include one or more of the following: stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards, performance units and performance cash awards (collectively, the “awards”). Subject to accelerated vesting under certain circumstances, the Plan requires a minimum vesting period of one year for awards subject to time-based conditions and a minimum performance period of one year for awards subject to achievement or satisfaction of performance goals. These minimums are applicable to awards other than those granted as part of a retainer for the service of non-employee directors. The Committee will determine the vesting period on the awards. No awards may be granted under the Plan more than ten years from the effective date of the Plan. As of December 31, 2022, 1,642,899 shares of common stock were available for issuance under the Plan. For purposes of this Note 14, references to the “Company” mean the “Bank” with respect to actions prior to the Reorganization.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Restricted Stock
The Company periodically issues restricted stock to non-employee directors and key associates pursuant to the Plan. As of December 31, 2022, 341,872 shares of restricted stock were outstanding under the Plan.
The Company granted 108,855 and 50,120 shares of restricted stock to key associates under the Plan during 2022 and 2021, respectively. These grants were approved by the Committee as compensation for substantial contributions to the Company’s performance. The time-based shares of restricted stock fully vest on the fifth anniversary of the grant date for awards granted prior to 2023 and beginning with awards granted in 2023 vest in one-third annual installments over three years after the grant date. The closing price of our stock was used to determine the fair value on the date of the grant.
The Company granted 18,500 and 32,370 shares of restricted stock to non-employee directors under the Plan during 2022 and 2021, respectively. These grants were approved by the Committee as compensation for Board service. The time-based shares of restricted stock granted in 2022 and 2021 fully vest one year after the grant date. The closing price of our stock was used to determine the fair value on the date of the grant.
If any award granted under the Plan terminates, expires, or lapses for any reason other than by virtue of exercise or settlement of the award, or if shares issued pursuant to awards are forfeited, any stock subject to such award again shall be available for future awards under the Plan.
Compensation expense for restricted stock is recognized ratably over the period of service, generally the entire vesting period, based on fair value on the grant date. The Company recognized compensation expense of $1.3 million, $1.0 million and $1.0 million for 2022, 2021, and 2020, respectively, related to restricted stock.
As of December 31, 2022 and 2021, there was $1.6 million and $0.8 million, respectively, of total unrecognized compensation cost related to restricted stock that will be recognized as compensation expense over a weighted average period of 2.30 years and 1.64 years, respectively.
The following table provides information about restricted stock granted under the Plan for the years ended December 31:
| | | | | | | | | | | |
| Restricted Shares | | Weighted Average
Grant Date
Fair Value |
| Non-vested at December 31, 2020 | 85,377 | | | $ | 18.73 | |
| Granted | 82,490 | | | 12.81 | |
| Forfeited/Vested | (54,232) | | | 17.97 | |
| Non-vested at December 31, 2021 | 113,635 | | | 14.80 | |
| Granted | 127,355 | | | 16.50 | |
| Forfeited/Vested | (80,793) | | | 15.01 | |
| Non-vested at December 31, 2022 | 160,197 | | | $ | 16.05 | |
Performance Units
The Company periodically issues performance units to executive officers pursuant to the Plan. As of December 31, 2022, 27,848 target amount of performance units were outstanding under the Plan.
The Company granted 27,848 target amount of performance units in aggregate to executive officers under the Plan during 2022. The closing price of our stock, $15.81, was used to determine the fair value on the date of the grant. These grants were approved by the Committee as compensation for substantial contributions to the Company’s performance.
The performance units can be earned up to a maximum of 110% of the target amount. They are subject to a three-year performance period and, if the performance criteria are met, will vest on the payment date which is within 70 days following the end of the performance period. The payout for the performance units will be determined based on three weighted performance based goals: (1) the Company's return on average assets (“ROAA”) performance during the performance period compared to its selected peer group, (2) the Company's core efficiency ratio during the performance period compared to its selected peer group,
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
and (3) the Company’s nonperforming assets ratio performance during the performance period compared to its selected peer group. If the performance criteria are met, the Company will pay the performance units that have vested in shares of the Company’s common stock.
If any award granted under the Plan terminates, expires, or lapses for any reason other than by virtue of exercise or settlement of the award, or if shares issued pursuant to awards are forfeited, any stock subject to such award again shall be available for future awards under the Plan.
Compensation expense for performance units is based on fair value on the grant date. The performance units are subject to the probability of attainment of meeting the above referenced performance criteria and service requirement. Management has evaluated the performance-based criteria and has determined that, as of December 31, 2022, the criteria were probable of being met at target. The Company recognized compensation expense of $0.3 million for 2022 related to performance units.
As of December 31, 2022, there was $0.2 million of total unrecognized compensation cost at target related to performance units that potentially could be recognized as compensation expense over a weighted average period of 2.2 years.
NOTE 15 - FEDERAL AND STATE INCOME TAXES
The components of the provision for income tax expense were as follows:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Current | | $ | 7,969 | | | $ | 994 | | | $ | 2,399 | |
| Deferred | | 3,630 | | | 3,114 | | | (1,627) | |
| Income Tax Provision | | $ | 11,599 | | | $ | 4,108 | | | $ | 772 | |
The following is a reconciliation of the differences between the provision for income taxes and the amount computed by applying the statutory federal income tax rate to income before taxes:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| (Dollars in Thousands) | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
| Federal Income Tax at Statutory Rate | | $ | 12,961 | | | 21.0 | | | $ | 7,497 | | | 21.0 | | | $ | (9,468) | | | 21.0 | |
| State Income Tax, net of Federal Benefit | | 657 | | | 1.1 | | | 20 | | | 0.1 | | | 455 | | | (1.0) | |
| Tax-exempt Interest, net of Disallowance | | (873) | | | (1.4) | | | (1,131) | | | (3.2) | | | (1,757) | | | 3.9 | |
| Federal Tax Credits, net of Basis Reduction | | (625) | | | (1.0) | | | (1,559) | | | (4.4) | | | (948) | | | 2.2 | |
| Change in Valuation Allowance | | (309) | | | (0.5) | | | (529) | | | (1.5) | | | (374) | | | 0.8 | |
| Income from Bank Owned Life Insurance | | (285) | | | (0.5) | | | (290) | | | (0.8) | | | (294) | | | 0.7 | |
| Goodwill Impairment | | — | | | — | | | — | | | — | | | 13,060 | | | (29.1) | |
| Other | | 73 | | | 0.1 | | | 100 | | | 0.3 | | | 98 | | | (0.2) | |
| Income Tax Provision and Effective Income Tax Rate | | $ | 11,599 | | | 18.8 | | | $ | 4,108 | | | 11.5 | | | $ | 772 | | | (1.7) | |
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before taxes. The Company ordinarily generates an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest, tax-exempt income from bank owned life insurance, and tax benefits resulting from certain partnership investments.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Deferred Tax Assets | | | | |
| Allowance for Credit Losses | | $ | 20,671 | | | $ | 20,906 | |
| Net Unrealized Loss on Available-for-sale Securities | | 23,818 | | | — | |
| Valuation Adjustments on Other Real Estate Owned | | 649 | | | 1,392 | |
| Tax Credit Carryforwards | | — | | | 1,781 | |
| Equity Investment in Partnerships | | — | | | 304 | |
| Accrued Interest on Nonaccrual Loans | | 85 | | | 843 | |
| Operating Lease Liabilities | | 1,451 | | | 736 | |
| Other | | 2,165 | | | 1,765 | |
| Gross Deferred Tax Assets | | 48,839 | | | 27,727 | |
| Less: Valuation Allowance | | — | | | (309) | |
| Total Deferred Tax Assets | | $ | 48,839 | | | $ | 27,418 | |
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | 2022 | | 2021 |
| Deferred Tax Liabilities | | | | |
| Fixed Asset Depreciation | | $ | (4,523) | | | $ | (4,300) | |
| Acquisition-Related Fair Value Adjustments | | (2,737) | | | (3,069) | |
| Deferred Loan Income | | (1,800) | | | (1,005) | |
| Operating Lease Right-of-Use Assets | | (1,389) | | | (712) | |
| Equity Investment in Partnerships | | (113) | | | — | |
| Net Unrealized Gain on Available-for-Sale Securities | | — | | | (452) | |
| Other | | (312) | | | (98) | |
| Total Deferred Tax Liabilities | | (10,874) | | | (9,636) | |
| Net Deferred Tax Assets | | $ | 37,965 | | | $ | 17,782 | |
Management assesses all available positive and negative evidence to estimate whether sufficient future taxable income of the appropriate character will be generated to utilize existing deferred tax assets. On the basis of this evaluation, as of December 31, 2022, management has determined that no valuation allowance is necessary, as it is more likely than not that all deferred tax assets will be realized in future periods through future taxable income and future reversals of existing temporary differences. As of December 31, 2021, a valuation allowance was recorded on deferred tax assets related to equity investments in partnerships that generate capital losses upon exiting the investments for which a prudent and feasible strategy to generate capital gains was not identified. The partnerships on which the valuation allowance was based at December 31, 2021, were exited in 2022 and all capital losses generated upon exit were realized through carry back to prior tax years. The Company had no federal tax credit carryforwards at December 31, 2022 and $1.8 million at December 31, 2021. The federal tax credits at December 31, 2021 consisted mainly of new market credits and historic rehabilitation credits.
At December 31, 2022 and 2021, the Company had no ASC 740-10 unrecognized tax benefits or accrued interest and penalties recorded. The Company does not expect the total amount of unrecognized tax benefits to significantly increase within the next twelve months. The Company recognizes interest and penalties on unrecognized tax benefits in income tax expense.
The Company is subject to U.S. federal income tax, as well as, various taxation of other state and local jurisdictions. The Company is generally no longer subject to examination by federal, state and local taxing authorities for years prior to December 31, 2019.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 16 – TAX EFFECTS ON OTHER COMPREHENSIVE (LOSS) INCOME
The following table presents the change in components of other comprehensive (loss) income for the years ended December 31, net of tax effects:
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | Pre-Tax
Amount | | Tax Benefit (Expense) | | Net of Tax
Amount |
| 2022 | | | | | | |
| Net Unrealized Losses Arising during the Period | | $ | (111,542) | | | $ | 24,261 | | | $ | (87,281) | |
| Reclassification Adjustment for Gains included in Net Income | | (46) | | | 9 | | | (37) | |
| Other Comprehensive Loss | | $ | (111,588) | | | $ | 24,270 | | | $ | (87,318) | |
| | | | | | |
| 2021 | | | | | | |
| Net Unrealized Losses Arising during the Period | | $ | (10,877) | | | $ | 2,284 | | | $ | (8,593) | |
| Reclassification Adjustment for Gains included in Net Income | | (6,869) | | | 1,443 | | | (5,426) | |
| Other Comprehensive Loss | | $ | (17,746) | | | $ | 3,727 | | | $ | (14,019) | |
| | | | | | |
| 2020 | | | | | | |
| Net Unrealized Gains Arising during the Period | | $ | 26,621 | | | $ | (5,590) | | | $ | 21,031 | |
| Reclassification Adjustment for Gains included in Net Loss | | (6,882) | | | 1,445 | | | (5,437) | |
| Other Comprehensive Income | | $ | 19,739 | | | $ | (4,145) | | | $ | 15,594 | |
NOTE 17 – COMMITMENTS AND CONTINGENCIES
Commitments to extend credit, which amounted to $630.6 million at December 31, 2022 and $513.5 million at December 31, 2021, represent agreements to lend to customers with fixed expiration dates or other termination clauses. The Company provides lines of credit to our clients to finance the completion of construction projects and revolving lines of credit to operating companies to finance their working capital needs. Lines of credit for construction projects represented $373.2 million, or 59.2%, and $283.9 million, or 55.3%, of the commitments to extend credit at December 31, 2022 and December 31, 2021, respectively. Standby letters of credit are conditional commitments issued by the Company guaranteeing the performance of a customer to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements. The Company had outstanding letters of credit totaling $25.7 million at December 31, 2022 and $27.1 million at December 31, 2021.
Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and unconditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, collateral or other security is required to support financial instruments with credit risk.
Life-of-Loss Reserve on Unfunded Loan Commitments
We maintain a life-of-loss reserve on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The life-of-loss reserve is computed using a methodology similar to that used to determine the ACL for loans, modified to take into account the probability of a draw-down on the commitment. The life-of-loan reserve for unfunded commitments is included in other liabilities on our Consolidated Balance Sheets.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The following table presents activity in the life-of-loss reserve on unfunded loan commitments as of and for the years ended December 31:
| | | | | | | | | | | | | | |
| (Dollars in Thousands) | | December 31, 2022 | | December 31, 2021 |
| Life-of-Loss Reserve on Unfunded Loan Commitments | | | | |
| Balance at beginning of period | | $ | 1,783 | | | $ | 144 | |
| Impact of Adopting ASU 2016-13 | | — | | | 2,908 | |
| Balance after Adoption of ASU 2016-13 | | 1,783 | | | 3,052 | |
| Provision (Recovery) for Unfunded Commitments | | 509 | | | (1,269) | |
| Balance at end of period | | $ | 2,292 | | | $ | 1,783 | |
Amounts are added or subtracted to the provision (recovery) for unfunded commitments through a charge or credit to current earnings in the provision (recovery) for unfunded commitments. An expense of $0.5 million was recorded for the year ended December 31, 2022 for the provision (recovery) for unfunded commitments, which resulted in an increase of $1.8 million compared to a recovery of $1.3 million for the year ended December 31, 2021.
Litigation
In the normal course of business, the Company is subject to various legal and administrative proceedings and claims. Legal and administrative proceedings are subject to inherent uncertainties and unfavorable rulings could occur, and the timing and outcome of any legal or administrative proceeding cannot be predicted with certainty.
NOTE 18 – REVENUE FROM CONTRACTS WITH CUSTOMERS
Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees, merchant income, and annuity and insurance commissions and return on investment. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.
Service Charges on Deposit Accounts: Service charges on deposit accounts consist of overdraft fees, service charges on returned checks, stop payment fees, check chargeback fees, minimum balance fees, and other deposit account related fees. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on returned checks are recognized at the point in time that a check is returned. Transaction-based fees, which include services such as stop payment fees, check chargeback fees, and other deposit account related fees are recognized at the point in time the Company fulfills the customer’s request. Minimum balance fees are system-assessed at the point in time that a customer’s balance is below the required minimum for the product. Service charges on deposits are withdrawn from the customer’s account balance.
Other Fees and Other Income: Other fees and other income consists of safe deposit rents, money order fees, check cashing and cashiers’ check fees, wire transfer fees, letter of credit fees, check order income, and other miscellaneous fees. These fees are largely transaction-based; therefore, the Company’s performance obligation is satisfied and the resultant revenue is recognized at the point in time the service is rendered. Payments for transaction-based fees are generally received immediately or in the following month by a direct charge to a customer’s account.
Debit Card Interchange Fees: The Company earns interchange fees from debit cardholder transactions conducted through a card payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.
Insurance: Commission income is earned based on customer transactions. The commission income is recognized when the transaction is complete. The Company also receives a return on its investment in Bankers Insurance, LLC on an annual basis based on the income of the insurance company and percentage of ownership.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
OREO Income: The Company owns properties acquired through foreclosure that are included in other real estate owned, net on the Consolidated Balance Sheet. If the Company rents any of those properties, the resultant income is recognized at the point of receipt since the performance obligation has been satisfied. The rents are generally received monthly.
Gains/Losses on Sales of OREO: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is disposed and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.
The following table summarizes the point of revenue recognition and the income recognized for each of the revenue streams for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in Thousands) | | Point of Revenue
Recognition | | 2022 | | 2021 | | 2020 |
| In-Scope Revenue Streams | | | | | | | | |
| Service Charges on Deposit Accounts | | At a point in time | | $ | 5,537 | | | $ | 5,036 | | | $ | 3,518 | |
| Other Fees and Other Income | | At a point in time | | 3,284 | | | 3,233 | | | 2,497 | |
| Debit Card Interchange Fees | | At a point in time | | 7,427 | | | 7,226 | | | 5,857 | |
| Commercial Loan Swap Fee Income | | At a point in time | | 774 | | | 2,416 | | | 4,051 | |
| Insurance | | | | | | | | |
| Customer Commissions | | At a point in time | | 104 | | | 91 | | | 73 | |
| Annual Commission on Investment | | Over time | | 1,857 | | | 1,681 | | | 1,366 | |
| Special Production Payout | | Over time | | — | | | 129 | | | 289 | |
| Other Real Estate Owned Income | | At a point in time | | 50 | | | 90 | | | 340 | |
| Gains on Sales and Write-downs of Bank Premises, net | | At a point in time | | 73 | | | — | | | — | |
| Gains (Losses) on Sale of Other Real Estate Owned | | At a point in time | | *** | | *** | | *** |
| Total In-Scope Revenue Streams | | | | 19,106 | | | 19,902 | | | 17,991 | |
| | | | | | | | |
| Out of Scope Revenue Streams | | | | | | | | |
| Gain on Sales of Securities, net | | | | 46 | | | 6,869 | | | 6,882 | |
| Bank Owned Life Insurance Income | | | | 1,357 | | | 1,380 | | | 1,400 | |
| Other | | | | 1,209 | | | 730 | | | 307 | |
| Total Noninterest Income | | | | $ | 21,718 | | | $ | 28,881 | | | $ | 26,580 | |
***Reported net with Losses on Sales and Write-downs of Other Real Owned in Noninterest Expense
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 19 – PARENT COMPANY CONDENSED FINANCIAL INFORMATION
Balance Sheets | | | | | | | | | | | | | | |
| | December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 |
| ASSETS | | | | |
| Cash | | $ | 2,199 | | | $ | 5,142 | |
| Investment in Bank Subsidiary | | 321,732 | | | 402,190 | |
| Other Assets | | 4,699 | | | 571 | |
| Total Assets | | $ | 328,630 | | | $ | 407,903 | |
| | | | |
| LIABILITIES | | | | |
| Other Liabilities | | $ | 3 | | | $ | 307 | |
| Total Shareholders’ Equity | | 328,627 | | | 407,596 | |
| Total Liabilities and Shareholders’ Equity | | $ | 328,630 | | | $ | 407,903 | |
Statements of Net Income (Loss) | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| Dividends from Subsidiaries | | $ | 45,377 | | | $ | 6,000 | | | $ | 1,000 | |
| Total Expenses | | (2,696) | | | (2,238) | | | (594) | |
| Income Before Income Tax Benefit and Undistributed Net Income (Loss) of Bank Subsidiary | | 42,681 | | | 3,762 | | | 406 | |
| Income Tax Benefit | | (577) | | | (446) | | | — | |
| Income Before Undistributed Net Income (Loss) of Bank Subsidiary | | 43,258 | | | 4,208 | | | 406 | |
| Equity in Undistributed Net Income (Loss) of Bank Subsidiary | | 6,860 | | | 27,382 | | | (46,264) | |
| Net Income (Loss) | | $ | 50,118 | | | $ | 31,590 | | | $ | (45,858) | |
| | | | | | |
| Comprehensive (Loss) Income | | $ | (37,200) | | | $ | 17,571 | | | $ | (30,264) | |
Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| (Dollars in Thousands) | | 2022 | | 2021 | | 2020 |
| OPERATING ACTIVITIES | | | | | | |
| Net Income (Loss) | | $ | 50,118 | | | $ | 31,590 | | | $ | (45,858) | |
| Equity in Undistributed Net (Income) Loss of Bank Subsidiary | | (6,860) | | | (27,382) | | | 46,264 | |
| Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by | | | | | | |
| Operating Activities | | | | | | |
| Stock Compensation Expense | | 1,314 | | | 1,040 | | | 215 | |
| Increase in Other Assets | | (3,778) | | | (571) | | | — | |
| Decrease in Other Liabilities | | (460) | | | — | | | — | |
| (Decrease) Increase in Intercompany Liability | | — | | | (17) | | | 18 | |
| Net Cash Provided by Operating Activities | | 40,334 | | | 4,660 | | | 639 | |
| INVESTING ACTIVITIES | | | | | | |
| | | | | | |
| Equity Investment in Non-Subsidiary, net of distributions | | (350) | | | — | | | — | |
| Net Cash Used in Investing Activities | | (350) | | | — | | | — | |
| FINANCING ACTIVITIES | | | | | | |
| Repurchase of Common Stock | | (42,927) | | | (157) | | | — | |
| | | | | | |
| Net Cash Used In Financing Activities | | (42,927) | | | (157) | | | — | |
| Net (Decrease) Increase in Cash | | (2,943) | | | 4,503 | | | 639 | |
| Cash at Beginning of Year | | 5,142 | | | 639 | | | — | |
| Cash at End of Year | | $ | 2,199 | | | $ | 5,142 | | | $ | 639 | |
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 20 - CAPITAL ADEQUACY
The Company and the Bank are subject to various capital requirements administered by the federal banking regulators. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulations to ensure capital adequacy require the Company to maintain minimum amounts and ratios.
The Basel rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, existing treatment for accumulated other comprehensive (loss) income, which currently does not affect regulatory capital. The Company elected to retain this treatment which reduces the volatility of regulatory capital levels.
The Basel III Capital Rules require the Company and the Bank to maintain minimum Common Equity Tier 1, Tier 1 and Total Capital ratios, along with a capital conservation buffer, effectively resulting in new minimum capital ratios (which are shown in the table below). The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank. The capital conservation buffer was phased in at the rate of 0.625% per year and was 2.5% on January 1, 2019. Management believes as of December 31, 2022, the Company and the Bank met all capital adequacy requirements to which the Company is subject and satisfied the applicable capital conservation buffer requirements.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2022 and 2021, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The following table summarizes risk-based capital amounts and ratios for the Company and the Bank:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Actual | | Minimum
Regulatory Capital
Requirements | | To be Well Capitalized
Under Prompt
Corrective Action
Provisions |
| (Dollars in Thousands) | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
| As of December 31, 2022 | | | | | | | | | | | | |
| Leverage Ratio | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 439,606 | | | 10.29 | % | | $ | 170,906 | | | 4.00 | % | | NA | | NA |
| Carter Bank & Trust | | 432,711 | | | 10.13 | % | | 170,857 | | | 4.00 | % | | $ | 213,571 | | | 5.00 | % |
| Common Equity Tier 1 (to Risk-Weighted Assets) | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 439,606 | | | 12.61 | % | | $ | 156,936 | | | 4.50 | % | | NA | | NA |
| Carter Bank & Trust | | 432,711 | | | 12.42 | % | | 156,722 | | | 4.50 | % | | $ | 226,376 | | | 6.50 | % |
| Tier 1 Capital (to Risk-Weighted Assets) | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 439,606 | | | 12.61 | % | | $ | 209,248 | | | 6.00 | % | | NA | | NA |
| Carter Bank & Trust | | 432,711 | | | 12.42 | % | | 208,962 | | | 6.00 | % | | $ | 278,617 | | | 8.00 | % |
| Total Capital (to Risk-Weighted Assets) | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 483,450 | | | 13.86 | % | | $ | 278,997 | | | 8.00 | % | | NA | | NA |
| Carter Bank & Trust | | 476,496 | | | 13.68 | % | | 278,617 | | | 8.00 | % | | $ | 348,271 | | | 10.00 | % |
| | | | | | | | | | | | |
| As of December 31, 2021 | | | | | | | | | | | | |
| Leverage Ratio | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 443,940 | | | 10.62 | % | | $ | 167,184 | | | 4.00 | % | | NA | | NA |
| Carter Bank & Trust | | 438,533 | | | 10.49 | % | | 167,170 | | | 4.00 | % | | $ | 208,962 | | | 5.00 | % |
| Common Equity Tier 1 (to Risk-Weighted Assets) | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 443,940 | | | 14.21 | % | | $ | 140,606 | | | 4.50 | % | | NA | | NA |
| Carter Bank & Trust | | 438,533 | | | 14.04 | % | | 140,580 | | | 4.50 | % | | $ | 203,061 | | | 6.50 | % |
| Tier 1 Capital (to Risk-Weighted Assets) | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 443,940 | | | 14.21 | % | | $ | 187,475 | | | 6.00 | % | | NA | | NA |
| Carter Bank & Trust | | 438,533 | | | 14.04 | % | | 187,441 | | | 6.00 | % | | $ | 249,921 | | | 8.00 | % |
| Total Capital (to Risk-Weighted Assets) | | | | | | | | | | | | |
| Carter Bankshares, Inc. | | $ | 483,124 | | | 15.46 | % | | $ | 249,967 | | | 8.00 | % | | NA | | NA |
| Carter Bank & Trust | | 477,710 | | | 15.29 | % | | 249,921 | | | 8.00 | % | | $ | 312,401 | | | 10.00 | % |
The Company was incorporated on October 7, 2020 in connection with the Reorganization. The Reorganization was completed on November 20, 2020 pursuant to an Agreement and Plan of Reorganization among the Bank, the Company and CBT Merger Sub, Inc., and the Bank survived the Reorganization as a wholly-owned subsidiary of the Company. In the Reorganization, each of the outstanding shares of the Bank’s common stock was converted into and exchanged for one newly issued share of the Company’s common stock.
In December 2018, the Office of the Comptroller of the Currency, (the “OCC”), the FRB, and the FDIC, approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the Day 1 adverse effects on regulatory capital that may result from the adoption of the new accounting standard. On March 27, 2020, the regulators issued interim final rule (“IFR”), “Regulatory Capital Rule: Revised Transition of the Current Expected Credit Losses Methodology for Allowances” in response to the disrupted economic activity from the spread of COVID-19. The IFR maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). We adopted CECL effective January 1, 2021 and elected to implement the capital transition relief over the permissible three-year period.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
NOTE 21 - QUARTERLY FINANCIAL DATA (Unaudited)
The following summarizes the quarterly results of operations for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 |
| (Dollars in Thousands) | | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| Total Interest Income | | $ | 32,678 | | | $ | 36,961 | | | $ | 42,327 | | | $ | 48,216 | |
| Total Interest Expense | | 4,456 | | | 4,502 | | | 4,602 | | | 6,694 | |
| Net Interest Income | | 28,222 | | | 32,459 | | | 37,725 | | | 41,522 | |
| Provision (Recovery) for Credit Losses | | 630 | | | 1,814 | | | (77) | | | 52 | |
| (Recovery) Provision for Unfunded Commitments | | (236) | | | 269 | | | 157 | | | 319 | |
| Net Interest Income after Provision (Recovery) for Credit Losses | | 27,828 | | | 30,376 | | | 37,645 | | | 41,151 | |
| Total Noninterest Income | | 5,335 | | | 5,604 | | | 5,235 | | | 5,544 | |
| Total Noninterest Expense | | 22,511 | | | 23,410 | | | 23,463 | | | 27,617 | |
| Income Before Income Taxes | | 10,652 | | | 12,570 | | | 19,417 | | | 19,078 | |
| Income Tax Provision | | 1,329 | | | 1,792 | | | 5,009 | | | 3,469 | |
| Net Income | | $ | 9,323 | | | $ | 10,778 | | | $ | 14,408 | | | $ | 15,609 | |
| Earnings Per Common Share | | $ | 0.36 | | | $ | 0.44 | | | $ | 0.59 | | | $ | 0.65 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2021 |
| (Dollars in Thousands) | | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| Total Interest Income | | $ | 32,957 | | | $ | 33,094 | | | $ | 34,913 | | | $ | 32,933 | |
| Total Interest Expense | | 6,428 | | | 5,891 | | | 5,512 | | | 4,883 | |
| Net Interest Income | | 26,529 | | | 27,203 | | | 29,401 | | | 28,050 | |
| Provision (Recovery) for Credit Losses | | 1,857 | | | 967 | | | (413) | | | 939 | |
| Recovery for Unfunded Commitments | | (282) | | | (603) | | | (60) | | | (324) | |
| Net Interest Income after Provision (Recovery) for Credit Losses | | 24,954 | | | 26,839 | | | 29,874 | | | 27,435 | |
| Total Noninterest Income | | 8,952 | | | 7,238 | | | 6,915 | | | 5,776 | |
| Total Noninterest Expense | | 23,605 | | | 27,759 | | | 24,685 | | | 26,236 | |
| Income Before Income Taxes | | 10,301 | | | 6,318 | | | 12,104 | | | 6,975 | |
| Income Tax Provision | | 926 | | | 886 | | | 931 | | | 1,365 | |
| Net Income | | $ | 9,375 | | | $ | 5,432 | | | $ | 11,173 | | | $ | 5,610 | |
| Earnings Per Common Share | | $ | 0.36 | | | $ | 0.21 | | | $ | 0.42 | | | $ | 0.21 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 |
| (Dollars in Thousands) | | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| Total Interest Income | | $ | 37,836 | | | $ | 35,617 | | | $ | 33,986 | | | $ | 33,502 | |
| Total Interest Expense | | 10,572 | | | 9,355 | | | 8,550 | | | 7,349 | |
| Net Interest Income | | 27,264 | | | 26,262 | | | 25,436 | | | 26,153 | |
| Provision for Credit Losses | | 4,798 | | | 5,473 | | | 2,914 | | | 4,821 | |
| Net Interest Income after Provision for Credit Losses | | 22,466 | | | 20,789 | | | 22,522 | | | 21,332 | |
| Total Noninterest Income | | 6,952 | | | 6,064 | | | 7,975 | | | 5,589 | |
| Total Noninterest Expense | | 24,748 | | | 22,886 | | | 87,300 | | | 23,841 | |
| Income (Loss) Before Income Taxes | | 4,670 | | | 3,967 | | | (56,803) | | | 3,080 | |
| Income Tax Provision (Benefit) | | 247 | | | (488) | | | 875 | | | 138 | |
| Net Income (Loss) | | $ | 4,423 | | | $ | 4,455 | | | $ | (57,678) | | | $ | 2,942 | |
| Earnings (Loss) Per Common Share | | $ | 0.17 | | | $ | 0.17 | | | $ | (2.19) | | | $ | 0.11 | |
Crowe LLP
Independent Member Crowe Global
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and the Board of Directors of Carter Bankshares, Inc. and Subsidiaries
Martinsville, VA
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Carter Bankshares, Inc. and Subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive (loss) income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2021 due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (ASC 326). The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses – Other Pool
The Company’s methodology for estimating the allowance for credit losses includes segmentation, quantitative analysis, and qualitative analysis. The Company’s loan portfolio is segmented by homogeneous loan types that behave similarly to economic cycles. Further, management elected to evaluate certain loans based on shared but unique risk attributes by segmenting into the Other pool. The loans included in the Other pool of the model were underwritten and approved based on standards that are inconsistent with the Company’s current underwriting standards. The allowance for credit losses as of December 31, 2022 was $93.9 million with $54.7 million, or 58%, being attributed to the Other pool.
The model for the Other pool was developed with subjective assumptions that may cause volatility driven by the following key factors: prepayment speeds, timing of contractual payments, discount rate, as well as other factors. The discount rate is reflective of the inherent risk in the Other pool. A substantial change in these assumptions could cause a significant impact to the model causing volatility. Management reviews the model output for appropriateness and subjectively makes adjustments as needed.
We identified the allowance for credit losses – Other pool as a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the significant subjective and complex judgments made by management in the development of the estimate.
The primary procedures performed to address this critical audit matter include:
Testing the effectiveness of internal controls over:
•The Company’s affirmation of the key assumptions used in the model, including the discount rate and qualitative adjustments
•The completeness and accuracy of data used in the model
Substantively testing management’s estimate, which included:
•Assessing the reasonableness of management’s selection of discount rate and qualitative adjustments
•Evaluating the mathematical accuracy of the discounted cash flow model used for the Other pool, including evaluating the completeness and accuracy of loan data used in the model
| | | | | |
| /s/ Crowe LLP | |
| | |
| We have served as the Company's auditor since 2019. | |
| | |
| | |
| Washington, D.C. | |
| March 10, 2023 | |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (its principal executive officer and principal financial officer, respectively), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2022. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission, or the SEC, and that such information is accumulated and communicated to the Company’s management, including our CEO and CFO as appropriate, to allow timely decisions regarding required disclosure.
Based on and as of the date of such evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were effective in all material respects, as of the end of the period covered by this Report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is a process designed by or under the supervision of, our CEO and CFO to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of specific controls or internal control over financial reporting overall to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Based on this assessment, management concludes that, as of December 31, 2022, the Company’s system of internal control over financial reporting is effective and meets the criteria of the “Internal Control Integrated Framework (2013).” Crowe LLP, our independent registered public accounting firm, has issued a report on the effectiveness of Company’s internal control over financial reporting as of December 31, 2022, which is included herein.
Changes in Internal Control Over Financial Reporting
No other changes were made to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 9B. OTHER INFORMATION
None
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
CARTER BANKSHARES, INC. AND SUBSIDIARIES
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except as set forth below, the information required by Part III, Item 10 of Form 10-K is incorporated herein from the sections entitled – “Delinquent Section 16(a) Reports,” “Proposal 1 -- Election of Directors,” “Independence and Committee Memberships,” “Executive Officers of the Registrant,” and "Corporate Governance - Meetings and Committee of the Board of Directors" in our proxy statement relating to our May 24, 2023 annual meeting of shareholders.
Code of Ethics
The Company has adopted a Code of Conduct (the “Code”) that applies to its directors, executive officers and associates and is available on the Company’s website at www.CBTCares.com under “Investor – Corporate Information – Governance Documents.” The Company intends to provide any required disclosure of any amendment to or waiver of the Code that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on www.CBTCares.com under “Investor – Corporate Information – Governance Documents” promptly following the amendment or waiver. The information contained on or connected to the Company’s website is not incorporated by reference in this Annual Report on Form 10-K and should not be considered part of this or any other report or document that we file or furnish to the SEC.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Part III, Item 11 of Form 10-K is incorporated herein from the sections entitled “Executive Compensation” and “Director Compensation” in our proxy statement relating to our May 24, 2023 annual meeting of shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Except as set forth below, the information required by Part III, Item 12 of Form 10-K is incorporated herein from the sections entitled “Principal Beneficial Owners of Carter Bankshares, Inc. Common Stock” and “Beneficial Ownership of Carter Bankshares, Inc. Common Stock by Directors and Officers” in our proxy statement relating to our May 24, 2023 annual meeting of shareholders.
Equity Compensation Plan Information
The following table provides summary information as of December 31, 2022 related to the Carter Bankshares, Inc. Amended and Restated 2018 Omnibus Equity Plan, the only equity compensation plan under which the Company’s securities are authorized for issuance.
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| | | (a) | | (b) | | (c) |
| | | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights | | Weighted average exercise price of outstanding options, warrants and rights (1) | | Number of securities remaining available for
future issuance under equity compensation plan (excluding securities
reflected in column (a)) |
| Equity compensation plan approved by shareholders | | 30,630 | | (2) | $— | | | 1,642,899 | |
| Equity compensation plans not approved by shareholders | | — | | | — | | | |
| Total | | 30,630 | | | $— | | | 1,642,899 | |
(1) The weighted average exercise price does not take into account the outstanding performance unit awards noted in footnote (2) of this table. Performance unit awards do not have an exercise price and are delivered without any payment by the award recipient.
(2) The amount shown reflects the maximum number of shares that may be issued under outstanding performance units if maximum performance goals are achieved. However, the actual number of shares issued under the performance units will depend on the level of performance achieved during a three-year performance period. The award recipient may receive less than the maximum number of shares under the outstanding performance units and may receive no payout under the outstanding performance units.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Part III, Item 13 of Form 10-K is incorporated herein from the sections entitled “Related Person Transactions” and “Corporate Governance -- Director Independence” in our proxy statement relating to our May 24, 2023 annual meeting of shareholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Part III, Item 14 of Form 10-K is incorporated herein from the section entitled “Independent Registered Public Accounting Firm” in our proxy statement relating to our May 24, 2023 annual meeting of shareholders.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this Annual Report on Form 10-K and are incorporated by reference and found where noted below.
Consolidated Financial Statements: The following Consolidated Financial Statements are included in Part II, Item 8 of this Annual Report on Form 10-K. No financial statement schedules are being filed because the required information is inapplicable or is presented in the Consolidated Financial Statements or related notes.
(b)Exhibits
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)
CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)
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* Denotes management contract.
ITEM 16. FORM 10-K SUMMARY
None.
CARTER BANKSHARES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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| CARTER BANKSHARES, INC. |
| (Registrant) |
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| By: | /s/ Litz H. Van Dyke |
| Name: | Litz H. Van Dyke |
| Title: | Chief Executive Officer (Principal Executive Officer) |
| Date: | March 10, 2023 |
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| By: | /s/ Wendy S. Bell |
| Name: | Wendy S. Bell |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
| Date: | March 10, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| By: | /s/ James W. Haskins | | By: | /s/ Litz H. Van Dyke |
| Name: | James W. Haskins | | Name: | Litz H. Van Dyke |
| Title: | Chairman of the Board | | Title: | Director and Chief Executive Officer |
| Date: | March 10, 2023 | | Date: | March 10, 2023 |
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| By: | /s/ Phyllis Q. Karavatakis | | By: | /s/ Michael R. Bird |
| Name: | Phyllis Q. Karavatakis | | Name: | Michael R. Bird |
| Title: | Vice Chairman of the Board | | Title: | Director |
| Date: | March 10, 2023 | | Date: | March 10, 2023 |
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| By: | /s/ Kevin S. Bloomfield | | By: | /s/ Robert M. Bolton |
| Name: | Kevin S. Bloomfield | | Name: | Robert M. Bolton |
| Title: | Director | | Title: | Director |
| Date: | March 10, 2023 | | Date: | March 10, 2023 |
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| By: | /s/ Robert W. Conner | | By: | /s/ Gregory W. Feldmann |
| Name: | Robert W. Conner | | Name: | Gregory W. Feldmann |
| Title: | Director | | Title: | Director |
| Date: | March 10, 2023 | | Date: | March 10, 2023 |
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| By: | /s/ Lanny A. Kyle, O.D. | | By: | /s/ Jacob A. Lutz III |
| Name: | Lanny A. Kyle, O.D. | | Name: | Jacob A. Lutz III |
| Title: | Director | | Title: | Director |
| Date: | March 10, 2023 | | Date: | March 10, 2023 |
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
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| By: | /s/ E. Warren Matthews | | By: | /s/ Catharine L. Midkiff |
| Name: | E. Warren Matthews | | Name: | Catharine L. Midkiff |
| Title: | Director | | Title: | Director |
| Date: | March 10, 2023 | | Date: | March 10, 2023 |
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| By: | /s/ Curtis E. Stephens | | By: | /s/ Elizabeth Lester Walsh |
| Name: | Curtis E. Stephens | | Name: | Elizabeth Lester Walsh |
| Title: | Director | | Title: | Director |
| Date: | March 10, 2023 | | Date: | March 10, 2023 |
Grafico Azioni Carter Bankshares (NASDAQ:CARE)
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Da Dic 2024 a Gen 2025
Grafico Azioni Carter Bankshares (NASDAQ:CARE)
Storico
Da Gen 2024 a Gen 2025
