FEDERAL DEPOSIT INSURANCE CORPORATION

Washington, D.C. 20429

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

FDIC Insurance Cert. Number: 35095

________________________

(Exact name of registrant as specified in its charter)

__________________________

VIRGINIA

54-1910608

(State or other jurisdiction of

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

incorporation or organization)

5716 High Street, Portsmouth, Virginia

23703

(Address of principal executive offices)

(Zip Code)

(757) 638-7500

(Registrant's telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.667 per share

TOWN

The Nasdaq Global Select Market

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

Yes [X]No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

[ ]

No [ ]

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

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o

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

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]

No [X]

The number of shares of the Company's common stock outstanding as of October 27, 2023, was 74,891,898 shares.

Item 1.

Item 2.

Item 3. Item 4.

__________________________

TABLE OF CONTENTS

Part I. Financial Information

Financial Statements

Glossary of Acronyms and Defined Terms

3

Consolidated Balance Sheets

5

September 30, 2023 (unaudited)

December 31, 2022 (audited)

Consolidated Statements of Income

6

Three and Nine Months Ended September 30, 2023 (unaudited)

Three and Nine Months Ended September 30, 2022 (unaudited)

Consolidated Statements of Comprehensive Income (Loss)

7

Three and Nine Months Ended September 30, 2023 (unaudited)

Three and Nine Months Ended September 30, 2022 (unaudited)

Consolidated Statements of Cash Flows

8

Nine Months Ended September 30, 2023 (unaudited)

Nine Months Ended September 30, 2022 (unaudited)

Consolidated Statements of Equity

9

Three and Nine Months Ended September 30, 2023 (unaudited)

Three and Nine Months Ended September 30, 2022 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

11

Management's Discussion and Analysis of Financial Condition and Results of

Operations

53

Quantitative and Qualitative Disclosures About Market Risk

80

Controls and Procedures

83

Part II. Other Information

Item 1.

Legal Proceedings

84

Item 1A.

Risk Factors

84

Item 2.

Unregistered Sales of Equity Securities, and Issuer Purchases of Equity Securities.

84

Item 3.

Defaults Upon Senior Securities

84

Item 4.

Mine Safety Disclosures

84

Item 5.

Other Information

84

Item 6.

Exhibits

84

GLOSSARY OF ACRONYMS AND DEFINED TERMS

As used in this report, the terms "Company," "we," "us," and "our" refer to TowneBank and our consolidated subsidiaries. The following acronyms and defined terms are used in various sections of this Form 10-Q, including the Notes to Consolidated Financial Statements in Item 1 and Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this Form 10-Q.

ACL

Allowance for Credit Loss

AFS

Available-for-Sale

ALCO

Asset/Liability Management Committee

AOCI

Accumulated Other Comprehensive Income (Loss)

ASC

Accounting Standard Codification

ASU

Accounting Standards Update

Basel III

Basel Committee on Banking Supervision's Capital Guidelines for U.S. Banks

BHHS

Berkshire Hathaway HomeServices

BOLI

Bank-Owned Life Insurance

bp

Basis Points

CDA

Collateral-Dependent Asset

CECL

Current Expected Credit Loss

CRE

Commercial Real Estate

EAD

Exposure at Default

ECL

Expected Credit Loss

EPS

Earnings Per Share

Farmers

Farmers Bankshares, Inc.

Farmers Bank

Farmers Bank, Windsor, Virginia

FDIC

Federal Deposit Insurance Corporation

Federal Reserve

Board of Governors of the Federal Reserve System

FHLB

Federal Home Loan Bank of Atlanta

FRB - Richmond

Federal Reserve Bank of Richmond

GAAP

Accounting Principles Generally Accepted in the United States of America

GNMA

Government National Mortgage Association

GSE

Government Sponsored Enterprise

HELOC

Residential Home Equity Lines of Credit

HTM

Held-to-Maturity

LGD

Loss Given Default

LHFS

Loans Held for Sale

LIBOR

London InterBank Offered Rate

LIHTC

Low Income Housing Tax Credits

MBS

Mortgage-backed Security

N/M

Not Meaningful

OCI

Other Comprehensive Income

OREO

Other Real Estate Owned

PCD

Purchased Credit Deteriorated

PD

Probability of Default

3

REPO

Retail Repurchase Agreement

SCC

Virginia State Corporation Commission

SEC

Securities and Exchange Commission

SERP

Supplemental Executive Retirement Plan

SOFR

Secured Overnight Financing Rate

TBA

To Be Announced

TE

Taxable Equivalent

TDR

Troubled Debt Restructure

U.S.

United States

VIE

Variable Interest Entity

4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

September 30,

December 31,

(Dollars in thousands)

2023

2022

ASSETS

(unaudited)

(audited)

Cash and due from banks

$

83,949

$

55,381

Interest-bearing deposits at FRB - Richmond

1,029,276

1,000,205

Federal funds sold and interest-bearing deposits in financial institutions

102,527

97,244

Total Cash and Cash Equivalents

1,215,752

1,152,830

Securities available for sale, at fair value (amortized cost of $2,203,314 and $2,033,040, and

allowance for credit losses of $1,343 and $1,086 at September 30, 2023 and December 31, 2022,

1,963,453

1,840,902

respectively)

Securities held to maturity, at amortized cost (fair value $524,431 and $518,993 at September 30,

547,854

548,475

2023 and December 31, 2022, respectively)

Less: Allowance for credit losses

(85)

(83)

Securities held to maturity, net of allowance for credit losses

547,769

548,392

Other equity securities

14,062

6,424

FHLB stock

16,634

9,617

Total Securities

2,541,918

2,405,335

Mortgage loans held for sale

188,048

102,339

Loans, net of unearned income and deferred costs

11,172,971

10,794,602

Less: Allowance for credit losses on loans

(125,159)

(110,816)

Net Loans

11,047,812

10,683,786

Premises and equipment, net

335,522

304,802

Goodwill

456,684

458,482

Other intangible assets, net

67,496

43,163

BOLI

275,240

258,069

Other assets

551,884

436,461

TOTAL ASSETS

$

16,680,356

$

15,845,267

LIABILITIES AND EQUITY

Deposits:

Noninterest-bearing demand

$

4,444,861

$

5,265,186

Interest-bearing:

Demand and money market accounts

6,764,415

6,185,075

Savings

350,031

374,987

Certificates of deposit

2,321,498

1,468,975

Total Deposits

13,880,805

13,294,223

Advances from the FHLB

104,139

29,674

Subordinated debt, net

255,580

247,420

Repurchase agreements and other borrowings

47,315

40,918

Total Borrowings

407,034

318,012

Other liabilities

408,305

344,275

TOTAL LIABILITIES

14,696,144

13,956,510

Preferred stock:

Authorized and unissued shares - 2,000,000

-

-

Common stock, $1.667 par value: 150,000,000 shares authorized

74,887,083 and 72,841,379 shares issued at

September 30, 2023 and December 31, 2022, respectively

124,837

121,426

Capital surplus

1,111,152

1,052,262

Retained earnings

911,042

840,777

Common stock issued to deferred compensation trust, at cost

1,001,376 and 931,030 shares at

September 30, 2023 and December 31, 2022, respectively

(20,740)

(18,974)

Deferred compensation trust

20,740

18,974

Accumulated other comprehensive income (loss)

(179,043)

(140,505)

TOTAL SHAREHOLDERS' EQUITY

1,967,988

1,873,960

Noncontrolling interest

16,224

14,797

TOTAL EQUITY

1,984,212

1,888,757

TOTAL LIABILITIES AND EQUITY

$

16,680,356

$

15,845,267

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

5

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

Three Months Ended

Nine months ended

September 30,

September 30,

(Dollars in thousands, except per share data)

2023

2022

2023

2022

INTEREST INCOME:

Loans, including fees

$

143,605

$

111,590

$

415,351

$

307,595

Investment securities

20,292

13,979

57,519

35,913

Interest-bearing deposits in financial institutions and federal funds sold

15,031

9,509

40,168

15,472

Mortgage loans held for sale

3,928

2,446

8,079

7,038

Total interest income

182,856

137,524

521,117

366,018

INTEREST EXPENSE:

Deposits

64,171

10,230

146,776

20,696

Advances from the FHLB

3,438

83

16,838

261

Subordinated debt, net

2,245

3,117

6,650

12,328

Repurchase agreements and other borrowings

(56)

56

806

151

Total interest expense

69,798

13,486

171,070

33,436

Net interest income

113,058

124,038

350,047

332,582

PROVISION FOR CREDIT LOSSES

1,007

3,925

16,232

2,532

Net interest income after provision for credit losses

112,051

120,113

333,815

330,050

NONINTEREST INCOME:

Residential mortgage banking income, net

10,648

11,968

31,380

39,782

Insurance commissions and other income, net

23,777

19,435

69,098

58,255

Property management income, net

12,800

9,891

40,433

36,489

Real estate brokerage income, net

(63)

2,932

3,562

8,899

Service charges on deposit accounts

2,802

2,455

8,671

7,474

Credit card merchant fees, net

2,006

1,658

5,232

4,940

BOLI

1,814

1,585

5,196

5,155

Gain on sale of equity investments

554

-

9,386

-

Other income

5,468

5,274

15,570

18,052

Total noninterest income

59,806

55,198

188,528

179,046

NONINTEREST EXPENSE:

Salaries and employee benefits

67,258

65,463

204,124

194,318

Occupancy

9,027

8,748

27,579

25,417

Furniture and equipment

4,100

3,764

12,733

11,097

Amortization - intangibles

3,610

2,644

10,744

8,145

Software expense

6,130

4,594

17,922

13,848

Data processing

4,140

3,628

11,504

10,778

Professional fees

2,770

2,627

8,948

6,416

Advertising and marketing

3,653

4,290

12,012

12,508

Other expenses

17,014

16,276

61,762

47,612

Total noninterest expense

117,702

112,034

367,328

330,139

Income before income tax expense and noncontrolling interest

54,155

63,277

155,015

178,957

Provision for income tax expense

9,410

12,606

28,424

34,983

Net income

$

44,745

$

50,671

$

126,591

$

143,974

Net income attributable to noncontrolling interest

117

(502)

(1,680)

(1,672)

Net income attributable to TowneBank

$

44,862

$

50,169

$

124,911

$

142,302

Per common share information

Basic earnings

$

0.60

$

0.69

$

1.67

$

1.96

Diluted earnings

$

0.60

$

0.69

$

1.67

$

1.96

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

6

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in thousands)

2023

2022

2023

2022

Net income

$

44,745

$

50,671

$

126,591

$

143,974

Other comprehensive income (loss)

Unrealized gains (losses) on securities

Unrealized holding gains (losses) arising during the period

(42,539)

(79,424)

(47,466)

(217,376)

Tax effect

9,414

17,621

10,504

48,257

Net unrealized gains (losses)

(33,125)

(61,803)

(36,962)

(169,119)

Pension and postretirement benefit plans

Prior service costs

(330)

-

(991)

-

Tax effect

73

-

219

-

Actuarial gain (loss)

28

21

84

62

Tax effect

(6)

(5)

(18)

(14)

Amortization of prior service costs

208

193

624

577

Tax effect

(46)

(43)

(138)

(128)

Amortization of net actuarial (gain) loss

(581)

19

(1,742)

57

Tax effect

128

(4)

386

(12)

Change in retirement plans, net of tax

(526)

181

(1,576)

542

Other comprehensive income (loss), net of tax

(33,651)

(61,622)

(38,538)

(168,577)

Comprehensive income (loss)

$

11,094

$

(10,951)

$

88,053

$

(24,603)

Comprehensive income attributable to noncontrolling interest

117

(502)

(1,680)

(1,672)

Comprehensive income (loss) attributable to TowneBank

$

11,211

$

(11,453)

$

86,373

$

(26,275)

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

7

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Nine Months Ended

(Dollars in thousands)

September 30,

OPERATING ACTIVITIES:

2023

2022

Net income

$

126,591

$

143,974

Adjustments to reconcile net income to net cash used for operating activities:

Net amortization of securities

5,203

9,242

Depreciation, amortization, and other intangible amortization

25,715

21,541

Amortization of debt issuance costs

464

709

Provision for credit losses

16,232

2,532

BOLI

(5,196)

(4,252)

Deferred income tax expense

1,962

561

Share-based compensation expense

5,142

1,479

Originations of mortgage loans held for sale

(1,594,553)

(2,404,043)

Proceeds from sales of mortgage loans held for sale

1,553,493

2,661,482

Gain on sales of mortgage loans held for sale

(44,649)

(64,160)

Gain on sale of BHHS Towne Realty

(8,833)

-

Gain on sale and write-down of foreclosed assets

(206)

(596)

Changes in:

Interest receivable

(6,555)

(7,933)

Other assets

2,773

(9,285)

Interest payable

10,061

(2,818)

Other liabilities

30,441

(11,021)

Net cash from operating activities

118,085

337,412

INVESTING ACTIVITIES:

Purchase of available-for-sale securities

(41,490)

(433,236)

Purchase of held-to-maturity securities

-

(396,059)

Purchase of other securities

(1,042)

-

Net change in FHLB stock

(7,017)

3,671

Proceeds from maturities, calls, and prepayments of available-for-sale securities

104,054

122,401

Proceeds from maturities, calls, and prepayments of held-to-maturity securities

397

898

Proceeds from maturities, calls, and prepayments of other securities

-

399

Net increase in loans

(105,080)

(1,054,547)

Net change in investment in LIHTC

(63,797)

(36,633)

Purchase of premises and equipment

(37,301)

(38,089)

Proceeds from sales of premises and equipment

1,106

587

Proceeds from sales of foreclosed assets

5,508

6,323

Proceeds from BOLI

-

903

Investment from noncontrolling interest in consolidated joint ventures

506

-

Acquisition of business, net of cash acquired

17,776

-

Net cash used for investing activities

(126,380)

(1,823,382)

FINANCING ACTIVITIES:

Net change in deposit accounts

72,010

(161,564)

Net change in short-term borrowings

55,641

(33,577)

Repayment of long-term borrowings

(1,058)

(125,572)

Proceeds from issuance of subordinated debt, net of issuance cost

-

246,904

Redemption of subordinated debt

-

(250,000)

Distribution of noncontrolling interest

(759)

(1,608)

Purchase of noncontrolling interest

(1,947)

-

Cash dividends paid

(52,670)

(46,030)

Net cash from (used for) financing activities

71,217

(371,447)

Change in cash and cash equivalents

62,922

(1,857,417)

Cash and cash equivalents at beginning of year

1,152,830

3,296,636

Cash and cash equivalents at end of period

$

1,215,752

$

1,439,219

Supplemental cash flow information:

Cash paid for interest

$

161,008

$

36,255

Cash paid for income taxes

$

9,870

$

14,178

Noncash financing and investing activities:

Transfer from loans to foreclosed property

$

3,173

$

1,329

Net unrealized losses on available-for-sale securities, net of tax

$

(36,962)

$

(169,119)

Common stock issued in connection with business acquisitions

$

59,604

$

-

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

8

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENT OF EQUITY

Common Stock

Accumulated

Deferred

Issued to

Non-

(Dollars in thousands, except per share

Common

Common

Capital

Retained

Deferred

Other

Compensation

Compensation

Comprehensive

controlling

Total

data)

Shares

Stock

Surplus

Earnings

Trust

Trust

Income (Loss)

Interests

Balance, January 1, 2023

72,841,379

$

121,426

$

1,052,262

$

840,777

$

18,974

$

(18,974)

$

(140,505)

$

14,797

$

1,888,757

Net income

-

-

-

38,333

-

-

-

145

38,478

Other comprehensive income (loss), net of

-

-

-

-

-

-

19,208

-

19,208

taxes

Cash dividends declared on common stock

-

-

-

(17,205)

-

-

-

-

(17,205)

($0.23 per share)

Investment of noncontrolling interest in

-

-

-

-

-

-

-

276

276

consolidated joint ventures

Directors' deferred compensation

-

-

-

-

(135)

135

-

-

-

Issuance of common stock - acquisitions

1,897,019

3,162

56,442

-

-

-

-

-

59,604

Issuance of common stock - stock

66,033

94

696

-

-

-

-

-

790

compensation plans

Purchase of noncontrolling interest

-

-

(13)

-

-

-

-

-

(13)

Balance, March 31, 2023

74,804,431

$

124,682

$

1,109,387

$

861,905

$

18,839

$

(18,839)

$

(121,297)

$

15,218

$

1,989,895

Net income

-

-

-

41,716

-

-

-

1,652

43,368

Other comprehensive income (loss), net of

-

-

-

-

-

-

(24,095)

-

(24,095)

taxes

Cash dividends declared on common stock

-

-

-

(18,720)

-

-

-

-

(18,720)

($0.25 per share)

Investment of noncontrolling interest in

-

-

-

-

-

-

-

193

193

consolidated joint ventures

Directors' deferred compensation

-

-

-

-

1,295

(1,295)

-

-

-

Distribution of interests in joint ventures

-

-

-

-

-

-

-

(404)

(404)

Issuance of common stock - stock

73,812

123

2,073

-

-

-

-

-

2,196

compensation plans

Purchase of noncontrolling interest

-

-

(1,934)

-

-

-

-

-

(1,934)

Balance, June 30, 2023

74,878,243

$

124,805

$

1,109,526

$

884,901

$

20,134

$

(20,134)

$

(145,392)

$

16,659

$

1,990,499

Net income

-

-

-

44,862

-

-

-

(117)

44,745

Other comprehensive income (loss), net of

-

-

-

-

-

-

(33,651)

-

(33,651)

taxes

Cash dividends declared on common stock

-

-

-

(18,721)

-

-

-

-

(18,721)

($0.25 per share)

Investment of noncontrolling interest in

-

-

-

-

-

-

-

37

37

consolidated joint ventures

Directors' deferred compensation

-

-

-

-

606

(606)

-

-

-

Distribution of interests in joint ventures

-

-

-

-

-

-

-

(355)

(355)

Issuance of common stock - stock

8,840

32

1,626

-

-

-

-

-

1,658

compensation plans

Balance, September 30, 2023

74,887,083

$

124,837

$

1,111,152

$

911,042

$

20,740

$

(20,740)

$

(179,043)

$

16,224

$

1,984,212

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

9

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENT OF EQUITY

Common Stock

Accumulated

Deferred

Issued to

Non-

(Dollars in thousands, except per share

Common

Common

Capital

Retained

Deferred

Other

Compensation

Compensation

Comprehensive

controlling

Total

data)

Shares

Stock

Surplus

Earnings

Trust

Trust

Loss

Interests

Balance, January 1, 2022

72,683,985

$

121,164

$

1,050,948

$

716,605

$

18,257

$

(18,257)

$

10,597

$

16,860

$

1,916,174

Net income

-

-

-

45,586

-

-

-

664

46,250

Other comprehensive income (loss), net of

-

-

-

-

-

-

(67,309)

-

(67,309)

taxes

Cash dividends declared on common stock

-

-

-

(14,577)

-

-

-

-

(14,577)

($0.20 per share)

Directors' deferred compensation

-

-

-

-

66

(66)

-

-

-

Distribution of interests in joint ventures

-

-

-

-

-

-

-

(284)

(284)

Issuance of common stock - stock

40,290

67

(561)

-

-

-

-

-

(494)

compensation plans

Balance, March 31, 2022

72,724,275

$

121,231

$

1,050,387

$

747,614

$

18,323

$

(18,323)

$

(56,712)

$

17,240

$

1,879,760

Net income

-

-

-

46,547

-

-

-

507

47,054

Other comprehensive income (loss), net of

-

-

-

-

-

-

(39,646)

-

(39,646)

taxes

Cash dividends declared on common stock

-

-

-

(16,731)

-

-

-

-

(16,731)

($0.23 per share)

Directors' deferred compensation

-

-

-

-

1,026

(1,026)

-

-

-

Distribution of interests in joint ventures

-

-

-

-

-

-

-

(935)

(935)

Issuance of common stock - stock

20,099

34

997

-

-

-

-

-

1,031

compensation plans

Balance, June 30, 2022

72,744,374

$

121,265

$

1,051,384

$

777,430

$

19,349

$

(19,349)

$

(96,358)

$

16,812

$

1,870,533

Net income

-

-

-

50,169

-

-

-

502

50,671

Other comprehensive loss, net of taxes

-

-

-

-

-

-

(61,622)

-

(61,622)

Cash dividends declared on common stock

-

-

-

(16,754)

-

-

-

-

(16,754)

($0.23 per share)

Directors' deferred compensation

-

-

-

-

(487)

487

-

-

-

Distribution of interests in joint ventures

-

-

-

-

-

-

-

(390)

(390)

Issuance of common stock - stock

94,917

158

990

-

-

-

-

-

1,148

compensation plans

Balance, September 30, 2022

72,839,291

$

121,423

$

1,052,374

$

810,845

$

18,862

$

(18,862)

$

(157,980)

$

16,924

$

1,843,586

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

10

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TowneBank published this content on 03 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2023 18:41:09 UTC.