Orrstown Financial Services, Inc. Reports Third Quarter 2024 Results

Orrstown Financial Services, Inc. ("Orrstown" or the "Company") closed the merger of equals transaction with Codorus Valley Bancorp, Inc. ("Codorus") on July 1, 2024, creating a premier Pennsylvania and Maryland community bank; as a result, the Company's results for the three months ended September 30, 2024 reflect the combined operating results of the combined companies;

Codorus contributed, after fair value purchase accounting adjustments, approximately $2.2 billion in total assets, $1.6 billion in loans, and $1.9 billion in deposits at July 1, 2024;

Net loss of $7.9 million, or $0.41 per diluted share, for the three months ended September 30, 2024 compared to net income of $7.7 million, or $0.73 per diluted share, for the three months ended June 30, 2024, reflecting the impact of $17.0 million in expenses related to the merger, $15.5 million of provision for credit losses on non-purchase credit deteriorated ("PCD") loans and $4.8 million for the previously announced executive retirement, net of taxes, collectively the "non-recurring charges";

Excluding the impact of the non-recurring charges, net income and diluted earnings per share, respectively, were $21.4 million(1) and $1.11(1) for the third quarter of 2024 compared to net income and diluted earnings per share of $8.7 million(1) and $0.83(1), respectively, as adjusted for the impact of $1.1 million in merger-related expenses, net of taxes, recorded for the second quarter of 2024;

Net interest margin, on a tax equivalent basis, was 4.14% in the third quarter of 2024 compared to 3.54% in the second quarter of 2024; the net accretion impact of purchase accounting marks on loans, deposits and borrowings was $5.8 million of net interest income, which represents 52 basis points of net interest margin;

Noninterest income increased by $5.1 million to $12.4 million in the three months ended September 30, 2024 compared to $7.2 million in the three months ended June 30, 2024; continued strength in wealth management and swap fee generation by commercial teams are driving fee income growth;

Return on average assets for the three months ended September 30, 2024 was (0.57)% compared to 0.97% for the three months ended June 30, 2024; excluding the non-recurring charges, return on average assets was 1.55%(1) for the three months ended September 30, 2024 compared to 1.09%(1) for the three months ended June 30, 2024, excluding merger-related expenses;

Return on average equity for the three months ended September 30, 2024 was (5.85)% compared to 11.41% for the three months ended June 30, 2024; excluding the non-recurring charges, return on average equity was 15.85%(1) for the three months ended September 30, 2024 compared to 12.88%(1) for the three months ended June 30, 2024, excluding merger related expenses;

The provision for credit losses was $13.7 million for the three months ended September 30, 2024 compared to $812 thousand for the three months ended June 30, 2024; the provision for credit losses on non-PCD loans for the three months ended September 30, 2024 was $15.5 million; excluding the impact of the merger, the provision for credit losses for the three months ended September 30, 2024 was a reversal of $1.8 million;

At September 30, 2024, nonaccrual loans totaled $26.9 million, an increase of $18.5 million from $8.4 million at June 30, 2024; non-accrual loans acquired from Codorus totaled $12.8 million;

Tangible book value per common share(1) decreased to $21.12 per share at September 30, 2024 compared to $24.08 per share at June 30, 2024; this decrease was primarily due to the impact of loan marks associated with the merger and the net loss incurred for the third quarter of 2024;

The Board of Directors declared a cash dividend of $0.23 per common share, payable November 12, 2024, to shareholders of record as of November 5, 2024.

(1) Non-GAAP measure. See Appendix A for additional information.

HARRISBURG, Pa., Oct. 22, 2024 (GLOBE NEWSWIRE) -- Orrstown Financial Services, Inc. (NASDAQ:ORRF), the parent company of Orrstown Bank (the "Bank"), announced earnings for the three months ended September 30, 2024. Net loss totaled $7.9 million for the three months ended September 30, 2024, compared to net income of $7.7 million for the three months ended June 30, 2024 and $9.0 million for the three months ended September 30, 2023. Diluted loss per share was $0.41 for the three months ended September 30, 2024, compared to diluted earnings per share of $0.73 for the three months ended June 30, 2024 and $0.87 for the three months ended September 30, 2023. For the third quarter of 2024, excluding the impact from the non-recurring charges, net of taxes, net income and diluted earnings per share were $21.4 million(1) and $1.11(1), respectively. For the second quarter of 2024, excluding the impact of the merger-related expenses, net of taxes, net income and diluted earnings per share were $8.7 million(1) and $0.83(1), respectively.

"While the results for the quarter reflected the impact of certain non-recurring charges, the core income generated by the business demonstrates the significant opportunities afforded by the additional scale and synergies created by the merger. Our core earnings were strong. We already have taken significant steps to achieve the cost savings announced in December, which we are on target to achieve in full in the defined timeline. Our system conversion in scheduled for completion in November 2024, at which time we expect further expense savings to be realized. We believe we are well on our way to improving our client experience, expanding and deepening our community presence, and enhancing shareholder value," commented Thomas R. Quinn, Jr., President and Chief Executive Officer.

DISCUSSION OF RESULTS

Merger Update

The Company acquired Codorus and its wholly-owned bank subsidiary PeoplesBank, A Codorus Valley Company on July 1, 2024. The merger and acquisition method of accounting was used to account for the transaction with the Company as the acquirer. The Company recorded the assets and liabilities of Codorus at their respective fair values as of July 1, 2024. The transaction was valued at approximately $234 million and expanded the Bank's footprint into the York, Pennsylvania market while increasing its market penetration in its existing markets.

At the time of the merger, Codorus contributed, after fair value purchase accounting adjustments, approximately $2.2 billion in assets, $1.6 billion in loans, $326.7 million in investment securities and $1.9 billion in deposits. The excess of the merger consideration over the fair value of net Codorus assets resulted in goodwill of $51.9 million. The merger led to a 12% dilution in our tangible book value per share which was $21.12 at September 30, 2024 compared to $24.08 at June 30, 2024. The principal cause of the dilution was the impact of the associated purchase accounting marks on loans. The Company's tangible common equity ratio at September 30, 2024 was 7.5%. The loan fair value adjustments are expected to accrete back through income and capital as the loans mature and should lead to earnings per share and capital accretion moving forward. The fair value of assets and liabilities are subject to refinement for up to one year after the acquisition date as allowable under U.S. Generally Accepted Accounting Principles.

The Company incurred expenses of $32.5 million and $34.3 million for the three and nine months ended September 30, 2023, respectively, related to merger costs and an increased allowance for credit losses on non-PCD portion of the loans assumed from Codorus.

The Company's financial results for any periods ended prior to July 1, 2024 reflect Orrstown's results only on a standalone basis. As a result of this factor and the below listed adjustments related to the merger, the Company's financial results for the third quarter of 2024 may not be directly comparable to prior reported periods.

Balance Sheet

Loans

Loans held for investment increased by $1.7 billion from June 30, 2024 to September 30, 2024 as $1.6 billion of loans, net of purchase accounting marks, were assumed in the merger with Codorus.

Investment Securities

Investment securities, all of which are classified as available-for-sale, increased by $297.7 million to $826.8 million at September 30, 2024 from $529.1 million at June 30, 2024. Investments with a fair value of $326.7 million were assumed in the merger with Codorus. During the third quarter of 2024, investment securities totaling $162.7 million were sold from the portfolio acquired from Codorus. The portfolio was restructured to align the interest rate risk and credit profile for the combined balance sheet. Most of these proceeds were reinvested in investment securities as purchases of $140.4 million were made in the three months ended September 30, 2024. These purchases were partially offset by paydowns of investment securities of $20.6 million and two calls totaling $5.0 million. The overall duration of the Company's investment securities portfolio was 4.6 years at September 30, 2024 compared to 4.2 years at June 30, 2024. See Appendix B for a summary of the Bank's investment securities at September 30, 2024, highlighting their concentrations, credit ratings and credit enhancement levels.

Deposits

During the third quarter of 2024, deposits increased by $2.0 billion to approximately $4.7 billion at September 30, 2024 compared to $2.7 billion at June 30, 2024. Deposits of $1.9 billion were assumed in the merger. At September 30, 2024, deposits that are uninsured and not collateralized totaled $692.6 million, or 15% of total deposits compared to $422.3 million, or 16% of total deposits at June 30, 2024. The Bank's loan-to-deposit ratio decreased slightly to 86% at September 30, 2024 from 87% at June 30, 2024.

Borrowings

The Bank actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings were $115.4 million at September 30, 2024 and $115.0 million at June 30, 2024. The Bank seeks to maintain sufficient liquidity to ensure client needs can be addressed on a timely basis. The Bank had available alternative funding sources, such as FHLB advances and other wholesale options, of approximately $1.0 billion at September 30, 2024. The Bank's FHLB borrowing capacity at September 30, 2024 was not inclusive of Codorus, which will be reflected in the fourth quarter.

The Company assumed $31.0 million aggregate principal amount of subordinated debentures and $10.3 million aggregate amount of trust preferred securities from Codorus in the merger. Fair value adjustments of $5.1 million were recorded on July 1, 2024 which reduced the amounts recorded on the balance sheet.

Income Statement

Net Interest Income and Margin

Net interest income was $51.7 million for the three months ended September 30, 2024 compared to $26.1 million for the three months ended June 30, 2024. The net interest margin, on a tax equivalent basis, increased to 4.14% in the third quarter of 2024 from 3.54% in the second quarter of 2024. The net interest margin was positively impacted by the net accretion impact of purchase accounting marks on loans, deposits and borrowings of $5.8 million, which represents 52 basis points of net interest margin. Funding costs show signs of stabilizing.

Several components of the net interest margin increased primarily as the result of the assets and liabilities assumed in the merger with Codorus.

Interest income on loans, on a tax equivalent basis, increased by $35.2 million to $70.8 million for the three months ended September 30, 2024 compared to $35.7 million for the three months ended June 30, 2024.

Interest income on investment securities, on a tax equivalent basis, was $10.1 million for the third quarter of 2024 compared to $6.1 million in the second quarter of 2024.

Interest expense, on a tax equivalent basis, increased by $14.1 million to $31.3 million for the three months ended September 30, 2024 compared to $17.2 million for the three months ended June 30, 2024. Average interest-bearing deposits increased by $1.6 billion during the three months ended September 30, 2024 compared to the three months ended June 30, 2024. Average borrowings increased by $35.8 million during the three months ended September 30, 2024 compared to the three months ended June 30, 2024. Interest expense includes $0.4 million and $0 of amortization of purchase accounting marks for the three months ended September 30, 2024 and June 30, 2024, respectively.

Provision for Credit Losses

The Company recorded a provision for credit losses of $13.7 million for the three months ended September 30, 2024 compared to $0.8 million for the three months ended June 30, 2024. The allowance for credit losses ("ACL") on loans increased to $49.6 million at September 30, 2024 from $29.9 million at June 30, 2024. The increase in the ACL was primarily due to the addition of $21.4 million of reserves as a result of the merger. This increase was made up of $15.5 million for non-PCD loans, which was recognized through the provision for credit losses, and $5.9 million for PCD loans which was recognized through retained earnings. The provision for credit losses for the three months ended September 30, 2024 included a provision reversal of $1.8 million due to changes in qualitative factors, a change in the peer group utilized for the calculation and a reduction in the required reserve for unfunded commitments. The ACL to total loans was 1.25% at September 30, 2024 compared to 1.27% at June 30, 2024. Net charge-offs were $0.3 million for the three months ended September 30, 2024 compared to net charge-offs of $0.1 million for the three months ended June 30, 2024.

As a result of the merger, classified loans increased by $56.8 million to $105.5 million at September 30, 2024 from $48.7 million at June 30, 2024. Non-accrual loans increased by $18.5 million to $26.9 million at September 30, 2024 from $8.4 million at June 30, 2024 due primarily to the assumption of $12.8 million of non-accrual loans from Codorus. Nonaccrual loans to total loans increased to 0.68% at September 30, 2024 compared to 0.36% at June 30, 2024 and decreased from 1.11% at December 31, 2023. Management believes the ACL to be adequate based on current asset quality metrics and economic conditions.

Noninterest Income

Noninterest income increased by $5.1 million to $12.4 million in the three months ended September 30, 2024 compared to $7.2 million in the three months ended June 30, 2024 primarily due to the merger.

Wealth management income increased to $5.0 million in the three months ended September 30, 2024 compared to $3.3 million for the three months ended June 30, 2024. The strong sales efforts, organic growth and stock market performance have collectively driven exceptional wealth results throughout the year. As a result of the merger, assets under management increased to approximately $3.2 billion at September 30, 2024 from $2.1 billion at June 30, 2024.

During the third quarter of 2024, the Company recorded swap fee income of $0.5 million compared to $0.4 million in the three months ended June 30, 2024. Swap fee generation has been strong, but fluctuates based on market conditions and client demand.

Noninterest Expenses

Noninterest expenses increased by $37.7 million to $60.3 million in the three months ended September 30, 2024 from $22.6 million in the three months ended June 30, 2024 primarily due to the merger.

For the three months ended September 30, 2024, merger-related expenses totaled $17.0 million, an increase of $15.9 million, compared to $1.1 million for the three months ended June 30, 2024. The increase is due to primarily to employee separation costs, vendor contract terminations, and professional fees incurred during the third quarter of 2024. The Company will incur additional merger-related expenses from the operational and technology processes to combine systems and services of both companies, which is expected to be completed in November 2024.

Salaries and benefits expense increased by $14.0 million to $27.2 million for the three months ended September 30, 2024 compared to $13.2 million for the three months ended June 30, 2024. The three months ended September 30, 2024 includes $4.8 million of expenses associated with the retirement of an executive.

Intangible asset amortization increased to $2.5 million for the three months ended September 30, 2024 compared to $0.2 million for the three months ended June 30, 2024. This increase is due to the amortization expense recognized on the core deposit intangible of $35.9 million and wealth customer relationship intangible of $10.4 million established on July 1, 2024 from the merger.

Taxes other than income increased to $0.5 million in the three months ended September 30, 2024 compared to less than $0.1 million in the three months ended June 30, 2024. This increase reflects the tax credits recognized on the contributions during the second quarter of 2024.

There was $257 thousand of restructuring expenses recognized in the three months ended September 30, 2024 associated with previously announced branch closures.

Income Taxes

The Company's effective tax rate for the third quarter of 2024 was 20.1% compared to 21.2% for the second quarter of 2024. The Company's effective tax rate for the three months ended September 30, 2024 is less than the 21% federal statutory rate primarily due to tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits partially offset by the disallowed portion of interest expense against earnings in association with the Bank's tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") and the impact of nondeductible merger-related costs. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.

Capital

Shareholders' equity totaled $516.2 million at September 30, 2024, an increase of $237.8 million from $278.4 million at June 30, 2024. The increase was primarily attributable to the equity assumed in the merger, net of purchase accounting adjustments, partially offset by a net loss of $7.9 million and dividends paid of $4.4 million.

Tangible book value per share(1) decreased to $21.12 per share at September 30, 2024 from $24.08 per share at June 30, 2024 due to the purchase accounting adjustments associated with the merger.

The Company's tangible common equity ratio decreased to 7.5% at September 30, 2024 from 8.1% at June 30, 2024 due to purchase accounting marks and a net loss recorded during the third quarter of 2024. The Company's total risk-based capital ratio was 12.5% at September 30, 2024 compared to 13.3% at June 30, 2024. The Company's Tier 1 leverage ratio was 8.0% at September 30, 2024 compared to 8.9% at June 30, 2024. The loan fair value adjustments are expected to accrete back through income and capital as the loans mature and should lead to earnings per share and capital accretion moving forward.

At September 30, 2024, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed "well capitalized" under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.

(1) Non-GAAP measure. See Appendix A for additional information.

Investor Relations Contact:

Neelesh Kalani

Executive Vice President, Chief Financial Officer

Phone (717) 510-7097

FINANCIAL HIGHLIGHTS (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

September 30,

 

September 30,

(In thousands)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

 

 

 

 

 

 

 

 

Profitability for the period:

 

 

 

 

 

 

 

Net interest income

$

51,697

 

 

$

26,219

 

 

$

104,681

 

 

$

78,888

 

Provision for credit losses

 

13,681

 

 

 

136

 

 

 

14,791

 

 

 

1,264

 

Noninterest income

 

12,386

 

 

 

5,925

 

 

 

26,188

 

 

 

19,161

 

Noninterest expenses

 

60,299

 

 

 

20,447

 

 

 

105,407

 

 

 

61,451

 

(Loss) income before income tax (benefit) expense

 

(9,897

)

 

 

11,561

 

 

 

10,671

 

 

 

35,334

 

Income tax (benefit) expense

 

(1,994

)

 

 

2,535

 

 

 

2,305

 

 

 

7,314

 

Net (loss) income available to common shareholders

$

(7,903

)

 

$

9,026

 

 

$

8,366

 

 

$

28,020

 

 

 

 

 

 

 

 

 

Financial ratios:

 

 

 

 

 

 

 

Return on average assets (1)

(0.57)%

 

 

1.18

%

 

 

0.28

%

 

 

1.25

%

Return on average assets, adjusted (1) (2) (3)

 

1.55

%

 

 

1.18

%

 

 

1.33

%

 

 

1.25

%

Return on average equity (1)

(5.85)%

 

 

14.42

%

 

 

3.10

%

 

 

15.51

%

Return on average equity, adjusted (1) (2) (3)

 

15.85

%

 

 

14.42

%

 

 

14.59

%

 

 

15.51

%

Net interest margin (1)

 

4.14

%

 

 

3.73

%

 

 

3.88

%

 

 

3.83

%

Efficiency ratio

 

94.1

%

 

 

63.6

%

 

 

80.5

%

 

 

62.7

%

Efficiency ratio, adjusted (2) (3)

 

60.2

%

 

 

63.6

%

 

 

62.6

%

 

 

62.7

%

(Loss) income per common share:

 

 

 

 

 

 

 

Basic

$

(0.41

)

 

$

0.87

 

 

$

0.63

 

 

$

2.71

 

Basic, adjusted (2) (3)

$

1.12

 

 

$

0.87

 

 

$

2.96

 

 

$

2.71

 

Diluted

$

(0.41

)

 

$

0.87

 

 

$

0.62

 

 

$

2.68

 

Diluted, adjusted (2) (3)

$

1.11

 

 

$

0.87

 

 

$

2.93

 

 

$

2.68

 

 

 

 

 

 

 

 

 

Average equity to average assets

 

9.75

%

 

 

8.18

%

 

 

9.13

%

 

 

8.09

%

 

 

 

 

 

 

 

 

(1) Annualized for the three and nine months ended September 30, 2024 and 2023.

(2) Ratio for the three and nine months ended September 30, 2024 has been adjusted for the non-recurring charges.

(3) Non-GAAP based financial measure. Please refer to Appendix A - Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.

FINANCIAL HIGHLIGHTS (Unaudited)

 

 

 

(continued)

 

 

 

 

September 30,

 

December 31,

(Dollars in thousands, except per share amounts)

 

2024

 

 

 

2023

 

At period-end:

 

 

 

Total assets

$

5,470,589

 

 

$

3,064,240

 

Loans, net of allowance for credit losses

 

3,931,807

 

 

 

2,269,611

 

Loans held-for-sale, at fair value

 

3,561

 

 

 

5,816

 

Securities available for sale, at fair value

 

826,828

 

 

 

513,519

 

Total deposits

 

4,650,853

 

 

 

2,558,814

 

FHLB advances and other borrowings and Securities sold under agreements to repurchase

 

137,310

 

 

 

147,285

 

Subordinated notes and trust preferred debt

 

68,510

 

 

 

32,093

 

Shareholders' equity

 

516,206

 

 

 

265,056

 

 

 

 

 

Credit quality and capital ratios (1):

 

 

 

Allowance for credit losses to total loans

 

1.25

%

 

 

1.25

%

Total nonaccrual loans to total loans

 

0.68

%

 

 

1.11

%

Nonperforming assets to total assets

 

0.49

%

 

 

0.83

%

Allowance for credit losses to nonaccrual loans

 

184

%

 

 

112

%

Total risk-based capital:

 

 

 

Orrstown Financial Services, Inc.

 

12.5

%

 

 

13.0

%

Orrstown Bank

 

12.3

%

 

 

12.8

%

Tier 1 risk-based capital:

 

 

 

Orrstown Financial Services, Inc.

 

10.0

%

 

 

10.8

%

Orrstown Bank

 

11.1

%

 

 

11.6

%

Tier 1 common equity risk-based capital:

 

 

 

Orrstown Financial Services, Inc.

 

9.8

%

 

 

10.8

%

Orrstown Bank

 

11.1

%

 

 

11.6

%

Tier 1 leverage capital:

 

 

 

Orrstown Financial Services, Inc.

 

8.0

%

 

 

8.9

%

Orrstown Bank

 

8.8

%

 

 

9.5

%

 

 

 

 

Book value per common share

$

26.65

 

 

$

24.98

 

 

 

 

 

(1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the CECL standard.

CONSOLIDATED BALANCE SHEETS (Unaudited)

 

 

 

 

 

 

 

(Dollars in thousands, except per share amounts)

September 30, 2024

 

December 31, 2023

Assets

 

 

 

Cash and due from banks

$

65,064

 

 

$

32,586

 

Interest-bearing deposits with banks

 

171,716

 

 

 

32,575

 

Cash and cash equivalents

 

236,780

 

 

 

65,161

 

Restricted investments in bank stocks

 

20,247

 

 

 

11,992

 

Securities available for sale (amortized cost of $845,869 and $549,089 at September 30, 2024 and December 31, 2023, respectively)

 

826,828

 

 

 

513,519

 

Loans held for sale, at fair value

 

3,561

 

 

 

5,816

 

Loans

 

3,981,437

 

 

 

2,298,313

 

Less: Allowance for credit losses

 

(49,630

)

 

 

(28,702

)

Net loans

 

3,931,807

 

 

 

2,269,611

 

Premises and equipment, net

 

49,839

 

 

 

29,393

 

Cash surrender value of life insurance

 

142,895

 

 

 

73,204

 

Goodwill

 

70,655

 

 

 

18,724

 

Other intangible assets, net

 

46,144

 

 

 

2,414

 

Accrued interest receivable

 

20,562

 

 

 

13,630

 

Deferred tax assets, net

 

38,517

 

 

 

22,017

 

Other assets

 

82,754

 

 

 

38,759

 

Total assets

$

5,470,589

 

 

$

3,064,240

 

 

 

 

 

Liabilities

 

 

 

Deposits:

 

 

 

Noninterest-bearing

$

815,404

 

 

$

430,959

 

Interest-bearing

 

3,835,449

 

 

 

2,127,855

 

Total deposits

 

4,650,853

 

 

 

2,558,814

 

Securities sold under agreements to repurchase and federal funds purchased

 

21,932

 

 

 

9,785

 

FHLB advances and other borrowings

 

115,378

 

 

 

137,500

 

Subordinated notes and trust preferred debt

 

68,510

 

 

 

32,093

 

Other liabilities

 

97,710

 

 

 

60,992

 

Total liabilities

 

4,954,383

 

 

 

2,799,184

 

 

 

 

 

Shareholders' Equity

 

 

 

Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding

 



 

 

 



 

Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 19,723,217 shares issued and 19,373,354 outstanding at September 30, 2024; 11,204,599 shares issued and 10,612,390 outstanding at December 31, 2023

 

1,027

 

 

 

583

 

Additional paid—in capital

 

422,177

 

 

 

189,027

 

Retained earnings

 

117,311

 

 

 

117,667

 

Accumulated other comprehensive loss

 

(15,888

)

 

 

(28,476

)

Treasury stock— 349,863 and 592,209 shares, at cost at September 30, 2024 and December 31, 2023, respectively

 

(8,421

)

 

 

(13,745

)

Total shareholders' equity

 

516,206

 

 

 

265,056

 

Total liabilities and shareholders' equity

$

5,470,589

 

 

$

3,064,240

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

(Dollars in thousands, except per share amounts)

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

2023

 

Interest income

 

 

 

 

 

 

 

 

Loans

 

$

70,647

 

 

$

32,738

 

 

$

142,417

 

$

92,685

 

Investment securities - taxable

 

 

9,005

 

 

 

4,459

 

 

 

18,588

 

 

13,244

 

Investment securities - tax-exempt

 

 

883

 

 

 

861

 

 

 

2,641

 

 

2,591

 

Short-term investments

 

 

2,452

 

 

 

633

 

 

 

5,272

 

 

1,349

 

Total interest income

 

 

82,987

 

 

 

38,691

 

 

 

168,918

 

 

109,869

 

Interest expense

 

 

 

 

 

 

 

 

Deposits

 

 

28,603

 

 

 

10,582

 

 

 

57,384

 

 

25,392

 

Securities sold under agreements to repurchase and federal funds purchased

 

 

96

 

 

 

31

 

 

 

148

 

 

84

 

FHLB advances and other borrowings

 

 

1,154

 

 

 

1,354

 

 

 

3,780

 

 

3,992

 

Subordinated notes and trust preferred debt

 

 

1,437

 

 

 

505

 

 

 

2,925

 

 

1,513

 

Total interest expense

 

 

31,290

 

 

 

12,472

 

 

 

64,237

 

 

30,981

 

Net interest income

 

 

51,697

 

 

 

26,219

 

 

 

104,681

 

 

78,888

 

Provision for credit losses

 

 

13,681

 

 

 

136

 

 

 

14,791

 

 

1,264

 

Net interest income after provision for credit losses

 

 

38,016

 

 

 

26,083

 

 

 

89,890

 

 

77,624

 

Noninterest income

 

 

 

 

 

 

 

 

Service charges

 

 

2,360

 

 

 

1,260

 

 

 

4,843

 

 

3,668

 

Interchange income

 

 

1,779

 

 

 

963

 

 

 

3,651

 

 

2,921

 

Swap fee income

 

 

505

 

 

 

255

 

 

 

1,079

 

 

451

 

Wealth management income

 

 

5,037

 

 

 

2,826

 

 

 

11,451

 

 

8,395

 

Mortgage banking activities

 

 

491

 

 

 

(142

)

 

 

1,318

 

 

448

 

Investment securities gains (losses)

 

 

271

 

 

 

2

 

 

 

254

 

 

(8

)

Other income

 

 

1,943

 

 

 

761

 

 

 

3,592

 

 

3,286

 

Total noninterest income

 

 

12,386

 

 

 

5,925

 

 

 

26,188

 

 

19,161

 

Noninterest expenses

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

27,190

 

 

 

12,885

 

 

 

54,137

 

 

38,135

 

Occupancy, furniture and equipment

 

 

4,333

 

 

 

2,460

 

 

 

9,677

 

 

7,059

 

Data processing

 

 

2,046

 

 

 

1,248

 

 

 

4,548

 

 

3,666

 

Advertising and bank promotions

 

 

537

 

 

 

332

 

 

 

1,709

 

 

1,656

 

FDIC insurance

 

 

862

 

 

 

477

 

 

 

1,722

 

 

1,500

 

Professional services

 

 

1,119

 

 

 

965

 

 

 

2,551

 

 

2,203

 

Taxes other than income

 

 

503

 

 

 

387

 

 

 

1,046

 

 

847

 

Intangible asset amortization

 

 

2,464

 

 

 

228

 

 

 

2,904

 

 

717

 

Merger-related expenses

 

 

16,977

 

 

 



 

 

 

18,784

 

 



 

Restructuring expenses

 

 

257

 

 

 



 

 

 

257

 

 



 

Other operating expenses

 

 

4,011

 

 

 

1,465

 

 

 

8,072

 

 

5,668

 

Total noninterest expenses

 

 

60,299

 

 

 

20,447

 

 

 

105,407

 

 

61,451

 

(Loss) income before income tax (benefit) expense

 

 

(9,897

)

 

 

11,561

 

 

 

10,671

 

 

35,334

 

Income tax (benefit) expense

 

 

(1,994

)

 

 

2,535

 

 

 

2,305

 

 

7,314

 

Net (loss) income

 

$

(7,903

)

 

$

9,026

 

 

$

8,366

 

$

28,020

 

continued

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

2023

 

Share information:

 

 

 

 

 

 

 

 

Basic (loss) earnings per share

 

$

(0.41

)

 

$

0.87

 

 

$

0.63

 

$

2.71

 

Diluted (loss) earnings per share

 

$

(0.41

)

 

$

0.87

 

 

$

0.62

 

$

2.68

 

Dividends paid per share

 

$

0.23

 

 

$

0.20

 

 

$

0.63

 

$

0.60

 

Weighted average shares - basic

 

 

19,088

 

 

 

10,319

 

 

 

13,298

 

 

10,346

 

Weighted average shares - diluted

 

 

19,226

 

 

 

10,405

 

 

 

13,441

 

 

10,440

 

ANALYSIS OF NET INTEREST INCOME

 

 

 

 

Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)

 

 

 

Three Months Ended

 

9/30/2024

 

6/30/2024

 

3/31/2024

 

12/31/2023

 

9/30/2023

 

 

 

Taxable-

 

Taxable-

 

 

 

Taxable-

 

Taxable-

 

 

 

Taxable-

 

Taxable-

 

 

 

Taxable-

 

Taxable-

 

 

 

Taxable-

 

Taxable-

 (In

Average

 

Equivalent

 

Equivalent

 

Average

 

Equivalent

 

Equivalent

 

Average

 

Equivalent

 

Equivalent

 

Average

 

Equivalent

 

Equivalent

 

Average

 

Equivalent

 

Equivalent

 thousands)

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold & interest-bearing bank balances

$

184,465

 

$

2,452

 

 

5.29

%

 

$

142,868

 

$

1,864

 

 

5.25

%

 

$

74,523

 

$

956

 

 

5.16

%

 

$

37,873

 

$

460

 

 

4.82

%

 

$

57,778

 

$

633

 

 

4.35

%

Investment securities (1)(2)

 

849,700

 

 

10,123

 

 

4.77

 

 

 

538,451

 

 

6,114

 

 

4.54

 

 

 

519,851

 

 

5,694

 

 

4.39

 

 

 

508,891

 

 

5,890

 

 

4.63

 

 

 

521,234

 

 

5,548

 

 

4.26

 

Loans (1)(3)(4)(5)

 

3,989,259

 

 

70,849

 

 

7.07

 

 

 

2,324,942

 

 

35,690

 

 

6.17

 

 

 

2,308,103

 

 

36,382