FIRST NATIONAL CORP /VA/ - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - FIRST NATIONAL CORP /VA/	ex_239646.htm
EX-32.1 - EXHIBIT 32.1 - FIRST NATIONAL CORP /VA/	ex_239645.htm
EX-31.2 - EXHIBIT 31.2 - FIRST NATIONAL CORP /VA/	ex_239644.htm
EX-31.1 - EXHIBIT 31.1 - FIRST NATIONAL CORP /VA/	ex_239643.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2021

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

For the transition period from to

Commission File Number: 1-38874

(Exact name of registrant as specified in its charter)

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

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

(540) 465-9121

(Registrant’s telephone number, including area code)

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $1.25 per share	FXNC	The Nasdaq Stock Market LLC

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 17, 2021, 4,868,462 shares of common stock, par value $1.25 per share, of the registrant were outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	3

	Consolidated Statements of Income for the three months ended March 31, 2021 and 2020 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 and 2020 (unaudited)	6

	Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited)	7

	Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2021 and 2020 (unaudited)	9

	Notes to Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	52

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	53

Item 1A.	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3.	Defaults Upon Senior Securities	53

Item 4.	Mine Safety Disclosures	53

Item 5.	Other Information	53

Item 6.	Exhibits	54

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST NATIONAL CORPORATION

Consolidated Balance Sheets

(in thousands, except share and per share data)

	(unaudited)
	March 31,		December 31,
	2021		2020*
Assets
Cash and due from banks	$	11,940	$	13,115
Interest-bearing deposits in banks		164,322		114,182
Securities available for sale, at fair value		159,742		140,225
Securities held to maturity, at amortized cost (fair value, 2021, $13,843; 2020, $14,743)		13,424		14,234
Restricted securities, at cost		1,631		1,875
Loans held for sale		—		245
Loans, net of allowance for loan losses, 2021, $7,486; 2020, $7,485		630,716		622,429
Premises and equipment, net		19,087		19,319
Accrued interest receivable		2,609		2,717
Bank owned life insurance		18,029		17,916
Core deposit intangibles, net		5		19
Other assets		6,625		4,656
Total assets	$	1,028,130	$	950,932

Liabilities and Shareholders’ Equity

Liabilities
Deposits:
Noninterest-bearing demand deposits	$	292,280	$	263,229
Savings and interest-bearing demand deposits		526,012		479,035
Time deposits		97,765		100,197
Total deposits	$	916,057	$	842,461
Subordinated debt		9,992		9,991
Junior subordinated debt		9,279		9,279
Accrued interest payable and other liabilities		6,876		4,285
Total liabilities	$	942,204	$	866,016

Commitments and contingencies

Shareholders’ Equity
Preferred stock, par value $1.25 per share; authorized 1,000,000 shares; none issued and outstanding	$	—	$	—
Common stock, par value $1.25 per share; authorized 8,000,000 shares; issued and outstanding, 2021, 4,868,462 shares; 2020, 4,860,399 shares		6,086		6,075
Surplus		6,214		6,151
Retained earnings		71,144		69,292
Accumulated other comprehensive income, net		2,482		3,398
Total shareholders’ equity	$	85,926	$	84,916
Total liabilities and shareholders’ equity	$	1,028,130	$	950,932

*Derived from audited consolidated financial statements.

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(in thousands, except per share data)

	Three Months Ended
	March 31,		March 31,
	2021		2020
Interest and Dividend Income
Interest and fees on loans	$	7,143	$	7,203
Interest on deposits in banks		33		118
Interest and dividends on securities:
Taxable interest		717		670
Tax-exempt interest		180		151
Dividends		22		26
Total interest and dividend income	$	8,095	$	8,168
Interest Expense
Interest on deposits	$	363	$	962
Interest on subordinated debt		154		90
Interest on junior subordinated debt		66		90
Total interest expense	$	583	$	1,142
Net interest income	$	7,512	$	7,026
Provision for loan losses		—		900
Net interest income after provision for loan losses	$	7,512	$	6,126
Noninterest Income
Service charges on deposit accounts	$	442	$	681
ATM and check card fees		601		519
Wealth management fees		643		525
Fees for other customer services		286		207
Income from bank owned life insurance		113		115
Net gains on securities available for sale		37		—
Net gains on sale of loans		7		31
Other operating income		14		21
Total noninterest income	$	2,143	$	2,099
Noninterest Expense
Salaries and employee benefits	$	3,555	$	3,589
Occupancy		447		402
Equipment		431		410
Marketing		106		106
Supplies		88		89
Legal and professional fees		737		279
ATM and check card expense		231		245
FDIC assessment		69		30
Bank franchise tax		168		153
Data processing expense		204		184
Amortization expense		14		52
Other operating expense		600		605
Total noninterest expense	$	6,650	$	6,144

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(Continued)

(in thousands, except per share data)

	Three Months Ended
	March 31,		March 31,
	2021		2020
Income before income taxes	$	3,005	$	2,081
Income tax expense		569		376
Net income	$	2,436	$	1,705
Earnings per common share
Basic	$	0.50	$	0.34
Diluted	$	0.50	$	0.34

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

	Three Months Ended
	March 31,			March 31,
	2021			2020
Net income	$	2,436		$	1,705
Other comprehensive (loss) income, net of tax,
Unrealized holding (losses) gains on available for sale securities, net of tax ($432) and $556 for the three months ended March 31, 2021 and 2020, respectively		(1,625	)		2,092
Reclassification adjustment for gains included in net income, net of tax ($8) and $0 for the three months ended March 31, 2021 and 2020, respectively		(29	)		—
Change in fair value of cash flow hedges, net of tax $196 and $0 for the three months ended March 31, 2021 and 2020, respectively		738			—
Total other comprehensive (loss) income		(916	)		2,092
Total comprehensive income	$	1,520		$	3,797

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three Months Ended
	March 31,			March 31,
	2021			2020
Cash Flows from Operating Activities
Net income	$	2,436		$	1,705
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment		323			327
Amortization of core deposit intangibles		14			52
Amortization of debt issuance costs		1			4
Origination of loans held for sale		(318	)		(2,133	)
Proceeds from sale of loans held for sale		570			1,710
Net gains on sales of loans held for sale		(7	)		(31	)
Provision for loan losses		—			900
Net gains on securities available for sale		(37	)		—
Increase in cash value of bank owned life insurance		(113	)		(115	)
Accretion of discounts and amortization of premiums on securities, net		214			157
Accretion of premium on time deposits		(3	)		(12	)
Stock-based compensation		74			132
Excess tax deficiency (benefit) on stock-based compensation		3			(2	)
Gains on disposal of premises and equipment		(12	)		(9	)
Deferred income tax benefit		(95	)		(170	)
Changes in assets and liabilities:
Decrease (increase) in interest receivable		108			(59	)
(Increase) decrease in other assets		(700	)		610
Increase in accrued interest payable and other liabilities		2,592			320
Net cash provided by operating activities	$	5,050		$	3,386
Cash Flows from Investing Activities
Proceeds from maturities, calls, principal payments, and sales of securities available for sale	$	13,425		$	5,318
Proceeds from maturities, calls, and principal payments of securities held to maturity		786			516
Purchase of securities available for sale		(35,189	)		(10,479	)
Net redemption (purchase) of restricted securities		244			(42	)
Purchase of premises and equipment		(91	)		(199	)
Proceeds from sale of premises and equipment		12			9
Net increase in loans		(8,287	)		(7,771	)
Net cash used in investing activities	$	(29,100	)	$	(12,648	)

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(Continued)

(in thousands)

	Three Months Ended
	March 31,			March 31,
	2021			2020
Cash Flows from Financing Activities
Net increase in demand deposits and savings accounts	$	76,028		$	16,339
Net decrease in time deposits		(2,429	)		(2,142	)
Cash dividends paid on common stock, net of reinvestment		(545	)		(512	)
Repurchase of common stock, stock incentive plan		(39	)		(47	)
Repurchase of common stock, stock repurchase plan		—			(2,071	)
Net cash provided by financing activities	$	73,015		$	11,567
Increase in cash and cash equivalents	$	48,965		$	2,305
Cash and Cash Equivalents
Beginning	$	127,297		$	45,785
Ending	$	176,262		$	48,090
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	543		$	1,169
Supplemental Disclosures of Noncash Investing and Financing Activities
Unrealized (losses) gains on securities available for sale	$	(2,094	)	$	2,648
Change in fair value of cash flow hedges	$	934		$	—
Issuance of common stock, dividend reinvestment plan	$	39		$	35

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(in thousands, except share and per share data)

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income		Total
Balance, December 31, 2019	$	6,212		$	7,700		$	62,583		$	724	$	77,219
Net income		—			—			1,705			—		1,705
Other comprehensive income		—			—			—			2,092		2,092
Cash dividends on common stock ($0.11 per share)		—			—			(547	)		—		(547	)
Stock-based compensation		—			132			—			—		132
Issuance of 2,242 shares of common stock, dividend reinvestment plan		3			32			—			—		35
Issuance of 8,992 shares of common stock, stock incentive plan		11			(11	)		—			—		—
Repurchase of 2,223 shares of common stock, stock incentive plan		(3	)		(44	)		—			—		(47	)
Repurchase of 129,035 shares of common stock, stock repurchase plan		(161	)		(1,910	)		—			—		(2,071	)
Balance, March 31, 2020	$	6,062		$	5,899		$	63,741		$	2,816	$	78,518

	Common Stock			Surplus			Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance, December 31, 2020	$	6,075		$	6,151		$	69,292		$	3,398		$	84,916
Net income		—			—			2,436			—			2,436
Other comprehensive loss		—			—			—			(916	)		(916	)
Cash dividends on common stock ($0.12 per share)		—			—			(584	)		—			(584	)
Stock-based compensation		—			74			—			—			74
Issuance of 2,211 shares of common stock, dividend reinvestment plan		3			36			—			—			39
Issuance of 8,073 shares of common stock, stock incentive plan		10			(10	)		—			—			—
Repurchase of 2,221 shares of common stock, stock incentive plan		(2	)		(37	)		—			—			(39	)
Balance, March 31, 2021	$	6,086		$	6,214		$	71,144		$	2,482		$	85,926

See Notes to Consolidated Financial Statements

Table of Contents

FIRST NATIONAL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Note 1. General

The accompanying unaudited consolidated financial statements of First National Corporation (the Company) and its subsidiary, First Bank (the Bank), have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at March 31, 2021 and December 31, 2020, the statements of income and comprehensive income for the three months ended March 31, 2021 and 2020, the cash flows for the three months ended March 31, 2021 and 2020, and the changes in shareholders’ equity for the three months ended March 31, 2021 and 2020. The statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2020. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Risks and Uncertainties

The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The spread of the outbreak has caused disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates. While there has been no material impact to the Company’s employees to date, COVID-19 could also potentially create widespread business continuity issues for the Company.

Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law in March 2020 as a $2 trillion legislative package and the American Rescue Plan Act of 2021 was signed into law in March 2021 and provides an additional $1.9 trillion in spending to address the continued impact of COVID-19. The goal of these legislative measures is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for hospitals and providers. In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts may have a material impact on the Company’s operations.

The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates further or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. While it is not possible to know the full universe or extent that the impact of COVID-19, and resulting measures to curtail its spread, will have on the Company’s operations, the Company is disclosing potentially material items of which it is aware.

Results of Operations

The Company’s net interest income could decrease due to COVID-19. In keeping with guidance from regulators, the Company worked with certain COVID-19 affected borrowers to reduce their loan payments by modifying the loan agreements to allow for interest only payments. The loan modification periods ranged from 6 months to 24 months and were intended to provide payment relief to borrowers over the period of time that COVID-19 is expected to continue to negatively affect the profitability of the borrowers’ businesses. Although the modified loan payments have been made as agreed and interest income has been recognized by the Company, should the borrowers be negatively affected by COVID-19 for a period of time that extends beyond the loan modification periods, it’s possible the borrowers may not be able to resume regular principal and interest payments in future periods and the Company may no longer be able to accrue interest income on the loans. At this time, the Company is unable to project the materiality of such an impact but recognizes the breadth of the economic impact may affect its borrowers' ability to repay in future periods.

The Company’s net interest income could also decrease due to adverse economic conditions that may result from COVID-19 and a related decrease in loan demand, causing a shift in earning asset balances from loans into lower yielding interest-bearing deposits in banks and securities. The decrease in loan demand could also increase the competition for loans and result in a reduction of loan rates offered by other financial institutions.

The Company's noninterest income could decrease due to COVID-19. Service charges on deposits decreased during 2020 and the first quarter of 2021 and may continue to decrease in future periods from less customer spending and/or higher balances of customer deposits. Wealth management revenue may decrease in future periods if the market values of investments decline and mortgage fee income may decrease from less home buying activity in the Company's market area. At this time, the Company is unable to project the materiality of such an impact but recognizes it may unfavorably affect its noninterest income in future periods.

The Company’s noninterest expense could increase due to COVID-19. If the Bank's asset quality worsens, it may incur additional loan expenses in future periods from obtaining updated appraisals on loan collateral, additional legal and professional expenses related to the resolution of problem loans, an increase in other real estate owned expense, and potential losses on the sale of other real estate owned.

At this time, the Company is unable to project the full extent or materiality of the foregoing impacts but recognizes the breadth of the economic impacts of COVID-19 may have an unfavorable impact on net interest income, noninterest income, noninterest expense, and loan customers' ability to repay loans, in future periods.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Capital and Liquidity

While the Company believes it has sufficient capital to withstand an extended economic recession brought about by COVID-19, its reported and regulatory capital ratios could be adversely impacted by provision for loan losses in future periods. Larger amounts of provision for loan losses may result from factors including higher specific reserves on newly identified and existing impaired loans, higher levels of net charge-offs, and additional adjustments to qualitative factors in the general reserve component of the Bank’s allowance for loan losses. In March 2020, the Company suspended future stock repurchases under its stock repurchase program due to the economic uncertainty caused by the pandemic, and the program remained suspended for the remainder of 2020. The Company has not authorized another stock repurchase program due to the continued uncertainty and potential impact of the pandemic on the economy and the Bank’s customers. In June 2020, the Company issued $5.0 million of subordinated debt to strengthen holding company liquidity and to remain a source of strength to the Bank in the event of a severe economic downturn resulting from the pandemic. The Company will continue to update its enterprise risk assessment and capital plans as the operating environment develops.

The Company maintains access to multiple sources of liquidity. While wholesale funding markets have remained open, interest rates for short term funding could become volatile. If funding costs would become elevated for an extended period of time, it may have an adverse effect on the Company’s net interest margin. If an extended recession causes large numbers of the Company’s deposit customers to withdraw their funds, the Company could become more reliant on volatile or more expensive sources of funding.

Processes, Controls and Business Continuity Plan

The Company continues to operate under its Pandemic Continuity of Operations Plan that includes a remote working strategy. The Company has not incurred additional material costs related to employees working remotely. No material operational or internal control challenges or risks have been identified to date. The Company does not anticipate significant challenges to its ability to maintain its systems and controls in light of the measures the Company has taken to prevent the spread of COVID-19. The Company does not currently face any material resource constraint through the implementation of its business continuity plan.

Lending Operations and Accommodations to Borrowers

In keeping with regulatory guidance to work with borrowers during this unprecedented situation, the Company offered a payment deferral program, primarily during the second and third quarters of 2020, for its individual and business customers adversely affected by the pandemic that deferred loan payments for up to 90 days. There were no loans remaining in the program at March 31, 2021. In accordance with the CARES Act and interagency guidance issued in August 2020, these short-term loan payment deferrals were not considered troubled debt restructurings.

During the fourth quarter of 2020, the Bank modified terms of certain loans for customers that continued to be negatively impacted by the pandemic. The loan modifications lowered borrower loan payments by allowing interest only payments for periods ranging between 6 and 24 months. All loans modified were in the Bank’s commercial real estate loan portfolio and totaled $14.3 million at March 31, 2021. The loans were comprised of $12.8 million in the lodging sector and $1.5 million in the leisure sector.

With the passage of the Paycheck Protection Program (PPP), administered by the Small Business Administration (SBA), the Company actively participated in assisting its customers with applications for resources through the program. During the second and third quarters of 2020, the Bank originated $76.6 million of PPP loans, received $2.5 million of loan fees, and incurred $535 thousand of loan origination costs. The loan fees are being accreted into earnings evenly over the life of the loans, net of the loan costs, through interest and fees on loans. Approximately 99% of the PPP loan balances will mature in the second quarter of 2022. The Company believes the majority of these loans will ultimately be forgiven and repaid by the SBA in accordance with the terms of the program. As of March 31, 2021, PPP loan balances originated in 2020 totaled $46.5 million. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Company could be required to establish additional allowance for loan losses through additional provision for loan losses charged to earnings.

Congress revived the PPP (new PPP) as part of the COVID-19 relief bill that was signed into law on December 27, 2020. The Bank began participating as a lender in the new PPP in January of 2021. As of March 31, 2021, the Bank originated $19.8 million of new PPP loans and incurred $51 thousand of loan origination costs. The Bank expects to receive $1.1 million of loan fees from the SBA as a result of the loan originations. Loan fees received on new PPP loans will also be accreted into earnings evenly over the life of the loans, net of the loan costs, through interest and fees on loans. These new PPP loans will mature in the first quarter of 2026.

Asset Quality

The economic impact of the pandemic had an unfavorable impact on the financial condition of certain Bank customers. The Bank entered into loan modification agreements in the fourth quarter of 2020 to provide relief to certain customers that were continuing to experience temporary business interruptions from the pandemic. The modifications were designed to help borrowers continue their business operations while minimizing potential loan charge-offs. The Bank expects significant pressure on several sectors of the loan portfolio to continue, including retail shopping, and lodging and leisure, among others.

The magnitude of the potential decline in the Bank’s loan quality will likely depend on the length and extent that the Bank’s customers experience business interruptions from the pandemic.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Business Combination

On February 18, 2021, the Company entered into an agreement to acquire The Bank of Fincastle (Fincastle) for an aggregate purchase price of $31.6 million of cash and stock. Additional information about the acquisition is presented in Note 17.

Adoption of New Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes” (ASU 2019-12). The ASU is expected to reduce cost and complexity related to the accounting for income taxes by removing specific exceptions to general principles in Topic 740 (eliminating the need for an organization to analyze whether certain exceptions apply in a given period) and improving financial statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. ASU 2019-12 was effective for the Company on January 1, 2021. The adoption of this standard did not have a material effect on the Company's consolidated financial statements.

In January 2020, the FASB issued ASU No. 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815” (ASU 2020-01). The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. ASU 2020-01 was effective for the Company on January 1, 2021. The adoption of this standard did not have a material effect on the Company's consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-08, “Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable fees and Other Costs” (ASU 2020-08). This ASU clarifies that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310-20-35-33 for each reporting period. ASU 2020-08 was effective for the Company on January 1, 2021. The adoption of this standard did not have a material effect on the Company's consolidated financial statements.

In December 2020, the Consolidated Appropriations Act of 2021 (CAA) was passed. Under Section 541 of the CAA, Congress extended or modified many of the relief programs first created by the CARES Act, including the PPP loan program and treatment of certain loan modifications related to the COVID-19 pandemic. For information about the impact of the COVID-19 pandemic on the Company, see "Risks and Uncertainties" above.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued multiple updates to ASU 2016-13 as codified in Topic 326, including ASU’s 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, and 2020-03. These ASU’s have provided for various minor technical corrections and improvements to the codification as well as other transition matters. Smaller reporting companies who file with the U.S. Securities and Exchange Commission (SEC) and all other entities who do not file with the SEC are required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company is currently assessing the impact that ASU 2016-13 will have on its consolidated financial statements. The Company has formed a committee to address the compliance requirements of this ASU, which has analyzed gathered data, defined loan pools and segments, and selected methods for applying the concepts included in this ASU. The Company is in the process of testing selected models, building policy and processing documentation, modeling the impact of the ASU on the capital and strategic plans, performing model validation, and finalizing policies and procedures. This guidance may result in material changes in the Company's accounting for credit losses of financial instruments.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Effective November 25, 2019, the SEC adopted Staff Accounting Bulletin (SAB) 119. SAB 119 updated portions of SEC interpretative guidance to align with FASB ASC 326, “Financial Instruments – Credit Losses.” It covers topics including (1) measuring current expected credit losses; (2) development, governance, and documentation of a systematic methodology; (3) documenting the results of a systematic methodology; and (4) validating a systematic methodology.

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” (ASU 2020-04). These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Subsequently, in January 2021, the FASB issued ASU No. 2021-01 “Reference Rate Reform (Topic 848): Scope” (ASU 2021-01). This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued. An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The Company is currently in the process of identifying loans and other financial instruments that are directly or indirectly influenced by LIBOR. The Company is assessing ASU 2020-04 and its impact on the Company's transition away from LIBOR for its loan and other financial instruments.

In August 2020, the FASB issued ASU No. 2020-06, "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" (ASU 2020-06). The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. In addition, the amendment updates the disclosure requirements for convertible instruments to increase the information transparency. For public business entities, excluding smaller reporting companies, the amendments in the ASU are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its consolidated financial statements.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 2. Securities

The Company invests in U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, and corporate debt securities. Amortized costs and fair values of securities at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	107,951	$	2,183	$	(795	)	$	109,339
Obligations of states and political subdivisions		50,015		831		(443	)		50,403
Total securities available for sale	$	157,966	$	3,014	$	(1,238	)	$	159,742
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	8,781	$	212	$	—		$	8,993
Obligations of states and political subdivisions		3,143		116		—			3,259
Corporate debt securities		1,500		91		—			1,591
Total securities held to maturity	$	13,424	$	419	$	—		$	13,843
Total securities	$	171,390	$	3,433	$	(1,238	)	$	173,585

	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available for sale:
U.S. agency and mortgage-backed securities	$	98,848	$	2,830	$	(80	)	$	101,598
Obligations of states and political subdivisions		37,507		1,122		(2	)		38,627
Total securities available for sale	$	136,355	$	3,952	$	(82	)	$	140,225
Securities held to maturity:
U.S. agency and mortgage-backed securities	$	9,588	$	264	$	—		$	9,852
Obligations of states and political subdivisions		3,146		140		—			3,286
Corporate debt securities		1,500		105		—			1,605
Total securities held to maturity	$	14,234	$	509	$	—		$	14,743
Total securities	$	150,589	$	4,461	$	(82	)	$	154,968

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

At March 31, 2021 and December 31, 2020, investments in an unrealized loss position that were temporarily impaired were as follows (in thousands):

	March 31, 2021
	Less than 12 months					12 months or more				Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)		Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	37,512	$	(795	)	$	—	$	—	$	37,512	$	(795	)
Obligations of states and political subdivisions		21,599		(443	)		—		—		21,599		(443	)
Total securities available for sale	$	59,111	$	(1,238	)	$	—	$	—	$	59,111	$	(1,238	)

	December 31, 2020
	Less than 12 months					12 months or more				Total
	Fair Value		Unrealized (Loss)			Fair Value		Unrealized (Loss)		Fair Value		Unrealized (Loss)
Securities available for sale:
U.S. agency and mortgage-backed securities	$	17,367	$	(80	)	$	—	$	—	$	17,367	$	(80	)
Obligations of states and political subdivisions		1,020		(2	)		—		—		1,020		(2	)
Total securities available for sale	$	18,387	$	(82	)	$	—	$	—	$	18,387	$	(82	)

The tables above provide information about securities that have been in an unrealized loss position for less than twelve consecutive months and securities that have been in an unrealized loss position for twelve consecutive months or more. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Impairment is considered to be other-than-temporary if the Company (1) intends to sell the security, (2) more likely than not will be required to sell the security before recovering its cost, or (3) does not expect to recover the security’s entire amortized cost basis. Presently, the Company does not intend to sell any of these securities, does not expect to be required to sell these securities, and expects to recover the entire amortized cost of all the securities.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

At March 31, 2021, there were twenty out of one hundred and one U.S. agency and mortgage-backed securities and twenty-three out of ninety-six obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio is considered investment grade. The weighted-average re-pricing term of the portfolio was 4.5 years at March 31, 2021. At December 31, 2020, there were seven out of one hundred and one U.S. agency and mortgage-backed securities and one out of eighty-four obligations of states and political subdivisions in an unrealized loss position. One hundred percent of the Company’s investment portfolio was considered investment grade at December 31, 2020. The weighted-average re-pricing term of the portfolio was 3.5 years at December 31, 2020. The unrealized losses at March 31, 2021 in the U.S. agency and mortgage-backed securities portfolio and the obligations of states and political subdivisions portfolio were related to changes in market interest rates and not credit concerns of the issuers.

The amortized cost and fair value of securities at March 31, 2021 by contractual maturity are shown below (in thousands). Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	2,345	$	2,378	$	391	$	392
Due after one year through five years		8,892		9,192		6,040		6,251
Due after five years through ten years		44,696		45,378		2,107		2,176
Due after ten years		102,033		102,794		4,886		5,024
	$	157,966	$	159,742	$	13,424	$	13,843

Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock are generally viewed as long-term investments and as restricted securities, which are carried at cost, because there is a minimal market for the stock. Therefore, when evaluating restricted securities for impairment, their value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company does not consider these investments to be other-than-temporarily impaired at March 31, 2021, and no impairment has been recognized.

The composition of restricted securities at March 31, 2021 and December 31, 2020 was as follows (in thousands):

	March 31, 2021		December 31, 2020
Federal Home Loan Bank stock	$	573	$	818
Federal Reserve Bank stock		981		980
Community Bankers’ Bank stock		77		77
	$	1,631	$	1,875

The Company also holds limited partnership investments in Small Business Investment Companies (SBICs), which are included in other assets in the Consolidated Balance Sheets. The limited partnership investments are measured as equity investments without readily determinable fair values at their cost, less any impairment. The amounts included in other assets for the limited partnership investments were $454 thousand and $529 thousand at March 31, 2021 and December 31, 2020, respectively.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 3. Loans

Loans at March 31, 2021 and December 31, 2020 are summarized as follows (in thousands):

	March 31, 2021			December 31, 2020
Real estate loans:
Construction and land development	$	25,720		$	27,328
Secured by 1-4 family residential		236,870			235,814
Other real estate loans		248,864			246,883
Commercial and industrial loans		117,545			109,838
Consumer and other loans		9,203			10,051
Total loans	$	638,202		$	629,914
Allowance for loan losses		(7,486	)		(7,485	)
Loans, net	$	630,716		$	622,429

Net deferred loan fees included in the above loan categories were $2.0 million and $1.6 million at March 31, 2021 and December 31, 2020, respectively. Consumer and other loans included $112 thousand and $143 thousand of demand deposit overdrafts at March 31, 2021 and December 31, 2020, respectively.

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

•

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

•

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

•

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

•

Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability.

•

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

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

The following tables provide a summary of loan classes and an aging of past due loans as of March 31, 2021 and December 31, 2020 (in thousands):

	March 31, 2021
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	46	$	—	$	—	$	46	$	25,674	$	25,720	$	269	$	—
Secured by 1-4 family residential		905		—		24		929		235,941		236,870		430		—
Other real estate loans		—		129		4,403		4,532		244,332		248,864		4,567		—
Commercial and industrial		59		—		—		59		117,486		117,545		1,548		—
Consumer and other loans		31		24		—		55		9,148		9,203		—		—
Total	$	1,041	$	153	$	4,427	$	5,621	$	632,581	$	638,202	$	6,814	$	—

	December 31, 2020
	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due		Current		Total Loans		Non-accrual Loans		90 Days or More Past Due and Accruing
Real estate loans:
Construction and land development	$	47	$	20	$	—	$	67	$	27,261	$	27,328	$	276	$	—
Secured by 1-4 family residential		657		125		324		1,106		234,708		235,814		449		298
Other real estate loans		—		131		133		264		246,619		246,883		4,441		—
Commercial and industrial		104		—		—		104		109,734		109,838		1,548		—
Consumer and other loans		16		21		4		41		10,010		10,051		—		4
Total	$	824	$	297	$	461	$	1,582	$	628,332	$	629,914	$	6,714	$	302

Credit Quality Indicators

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

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

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

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

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

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

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

The following tables provide an analysis of the credit risk profile of each loan class as of March 31, 2021 and December 31, 2020 (in thousands):

	March 31, 2021
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	25,298	$	—	$	422	$	—	$	25,720
Secured by 1-4 family residential		236,113		—		757		—		236,870
Other real estate loans		244,297		—		4,567		—		248,864
Commercial and industrial		115,134		—		2,411		—		117,545
Consumer and other loans		9,203		—		—		—		9,203
Total	$	630,045	$	-	$	8,157	$	—	$	638,202

	December 31, 2020
	Pass		Special Mention		Substandard		Doubtful		Total
Real estate loans:
Construction and land development	$	26,896	$	—	$	432	$	—	$	27,328
Secured by 1-4 family residential		235,035		—		779		—		235,814
Other real estate loans		242,441		—		4,442		—		246,883
Commercial and industrial		107,383		—		2,455		—		109,838
Consumer and other loans		10,051		—		—		—		10,051
Total	$	621,806	$	—	$	8,108	$	—	$	629,914

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 4. Allowance for Loan Losses

The following tables present, as of March 31, 2021, December 31, 2020 and March 31, 2020, the total allowance for loan losses, the allowance by impairment methodology, and loans by impairment methodology (in thousands):

	March 31, 2021
	Construction and Land Development			Secured by 1-4 Family Residential		Other Real Estate		Commercial and Industrial		Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2020	$	306		$	1,022	$	4,956	$	784	$	417		$	7,485
Charge-offs		—			—		—		—		(66	)		(66	)
Recoveries		—			2		1		2		62			67
Provision for (recovery of) loan losses		(16	)		7		39		46		(76	)		—
Ending Balance, March 31, 2021	$	290		$	1,031	$	4,996	$	832	$	337		$	7,486
Ending Balance:
Individually evaluated for impairment		—			—		2,065		123		—			2,188
Collectively evaluated for impairment		290			1,031		2,931		709		337			5,298
Loans:
Ending Balance	$	25,720		$	236,870	$	248,864	$	117,545	$	9,203		$	638,202
Individually evaluated for impairment		269			430		4,567		1,548		—			6,814
Collectively evaluated for impairment		25,451			236,440		244,297		115,997		9,203			631,388

	December 31, 2020
	Construction and Land Development			Secured by 1-4 Family Residential		Other Real Estate		Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2019	$	464		$	776	$	2,296	$	562		$	836		$	4,934
Charge-offs		—			—		—		(69	)		(715	)		(784	)
Recoveries		2			8		2		18			305			335
Provision for (recovery of) loan losses		(160	)		238		2,658		273			(9	)		3,000
Ending Balance, December 31, 2020	$	306		$	1,022	$	4,956	$	784		$	417		$	7,485
Ending Balance:
Individually evaluated for impairment		—			—		2,065		158			—			2,223
Collectively evaluated for impairment		306			1,022		2,891		626			417			5,262
Loans:
Ending Balance	$	27,328		$	235,814	$	246,883	$	109,838		$	10,051		$	629,914
Individually evaluated for impairment		276			449		4,441		1,548			—			6,714
Collectively evaluated for impairment		27,052			235,365		242,442		108,290			10,051			623,200

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

	March 31, 2020
	Construction and Land Development			Secured by 1-4 Family Residential		Other Real Estate		Commercial and Industrial			Consumer and Other Loans			Total
Allowance for loan losses:
Beginning Balance, December 31, 2019	$	464		$	776	$	2,296	$	562		$	836		$	4,934
Charge-offs		—			—		—		(68	)		(260	)		(328	)
Recoveries		—			2		1		2			73			78
Provision for (recovery of) loan losses		(3	)		298		347		215			43			900
Ending Balance, March 31, 2020	$	461		$	1,076	$	2,644	$	711		$	692		$	5,584
Ending Balance:
Individually evaluated for impairment		—			11		—		—			—			11
Collectively evaluated for impairment		461			1,065		2,644		711			692			5,573
Loans:
Ending Balance	$	40,279		$	230,980	$	241,374	$	55,508		$	13,726		$	581,867
Individually evaluated for impairment		400			667		455		—			—			1,522
Collectively evaluated for impairment		39,879			230,313		240,919		55,508			13,726			580,345

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Impaired loans and the related allowance at March 31, 2021, December 31, 2020 and March 31, 2020, were as follows (in thousands):

	March 31, 2021
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	323	$	269	$	—	$	269	$	—	$	273	$	—
Secured by 1-4 family		556		430		—		430		—		440		—
Other real estate loans		4,619		297		4,270		4,567		2,065		4,443		1
Commercial and industrial		1,639		—		1,548		1,548		123		1,548		—
Total	$	7,137	$	996	$	5,818	$	6,814	$	2,188	$	6,704	$	1

	December 31, 2020
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	325	$	276	$	—	$	276	$	—	$	344	$	—
Secured by 1-4 family		568		449		—		449		—		517		1
Other real estate loans		4,492		171		4,270		4,441		2,065		2,623		109
Commercial and industrial		1,582		—		1,548		1,548		158		393		77
Total	$	6,967	$	896	$	5,818	$	6,714	$	2,223	$	3,877	$	187

	March 31, 2020
	Unpaid Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Real estate loans:
Construction and land development	$	439	$	400	$	—	$	400	$	—	$	367	$	—
Secured by 1-4 family		770		444		223		667		11		613		1
Other real estate loans		505		455		—		455		—		458		—
Total	$	1,714	$	1,299	$	223	$	1,522	$	11	$	1,438	$	1

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

As of March 31, 2021, loans classified as troubled debt restructurings (TDRs) and included in impaired loans in the disclosure above totaled $6.0 million. At March 31, 2021, none of the loans classified as TDRs were performing under the restructured terms and all were considered non-performing assets. There were $6.0 million in TDRs at December 31, 2020, none of which were performing under the restructured terms. Modified terms under TDRs may include rate reductions, extension of terms that are considered to be below market, conversion to interest only, and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. There were no loans modified under TDRs during the three months ended March 31, 2021 and 2020.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

In response to the COVID-19 pandemic, the Company created and implemented a loan payment deferral program for individual and business customers beginning in the first quarter of 2020, which provided them the opportunity to defer monthly payments for 90 days. As of March 31, 2021, there were no loans remaining in the program. These loans were not considered TDRs because they were modified in accordance with relief provisions of the CARES Act and recent interagency regulatory guidance.

During the fourth quarter of 2020, the Company modified terms of certain loans for customers that continued to be negatively impacted by the COVID-19 pandemic. The loan modifications lowered borrower loan payments by allowing interest only payments for periods ranging between 6 and 24 months. As of March 31, 2021, loans that were modified totaled $14.3 million. These loans were not considered TDRs because they were modified in accordance with relief provisions of the CARES Act.

For the three months ended March 31, 2021 and 2020, there were no TDRs that subsequently defaulted within twelve months of the loan modification. Management defines default as over ninety days past due or the foreclosure and repossession of the collateral or charge-off of the loan during the twelve month period subsequent to the modification.

Note 5. Other Real Estate Owned (OREO)

The Bank did not have any OREO activity during the three months ended March 31, 2021 and the year ended December 31, 2020. Accordingly, there were no residential real estate properties included in the ending OREO balances at March 31, 2021 and December 31, 2020. The Bank did not have any consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of March 31, 2021.

The Bank did not have any expenses applicable to OREO for the three months ended March 31, 2021 and the year ended December 31, 2020.

Note 6. Other Borrowings

The Company had an unsecured line of credit totaling $5.0 million with a non-affiliated bank at March 31, 2021. There were no borrowings outstanding on the line of credit at March 31, 2021. The interest rate on the line of credit floats at Wall Street Journal Prime Rate plus 0.25%, with a floor of 3.50%, and matures on March 28, 2026.

The Bank had unused lines of credit totaling $239.0 million and $237.7 million available with non-affiliated banks at March 31, 2021 and December 31, 2020, respectively. These amounts primarily consist of a blanket floating lien agreement with the Federal Home Loan Bank of Atlanta (FHLB) in which the Bank can borrow up to 19% of its total assets. The unused line of credit with FHLB totaled $162.5 million at March 31, 2021. The Bank had collateral pledged on the borrowing line at March 31, 2021 and December 31, 2020 including real estate loans totaling $222.1 million and $221.1 million, respectively, and Federal Home Loan Bank stock with a book value of $573 thousand and $818 thousand, respectively. The Bank did not have borrowings from the FHLB at March 31, 2021 and December 31, 2020.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 7. Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet 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 Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification 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.

The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective January 1, 2015, with full compliance of all the requirements phased in over a multi-year schedule, and became fully phased in January 1, 2019. As part of the new requirements, the common equity Tier 1 capital ratio is calculated and utilized in the assessment of capital for all institutions. The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements. The capital conservation buffer was phased-in over four years, which began on January 1, 2016 and was fully implemented on January 1, 2019.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total (as defined in the regulations), Tier 1 (as defined), and common equity Tier 1 capital (as defined) to risk-weighted assets (as defined), and of Tier 1 capital to average assets. Management believes, as of March 31, 2021 and December 31, 2020, that the Bank met all capital adequacy requirements to which it is subject.

As of March 31, 2021, the most recent notification from the Federal Reserve Bank categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum risk-based capital and leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

A comparison of the capital of the Bank at March 31, 2021 and December 31, 2020 with the minimum regulatory guidelines were as follows (dollars in thousands):

	Actual					Minimum Capital Requirement					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2021
Total Capital (to Risk-Weighted Assets)	$	94,044		16.05	%	$	46,883		8.00	%	$	58,604		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	86,717		14.80	%	$	35,162		6.00	%	$	46,883		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	86,717		14.80	%	$	26,372		4.50	%	$	38,093		6.50	%
Tier 1 Capital (to Average Assets)	$	86,717		8.78	%	$	39,502		4.00	%	$	49,377		5.00	%
December 31, 2020
Total Capital (to Risk-Weighted Assets)	$	91,243		15.82	%	$	46,129		8.00	%	$	57,661		10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	84,032		14.57	%	$	34,597		6.00	%	$	46,129		8.00	%
Common Equity Tier 1 Capital (to Risk-Weighted Assets)	$	84,032		14.57	%	$	25,948		4.50	%	$	37,480		6.50	%
Tier 1 Capital (to Average Assets)	$	84,032		8.80	%	$	38,187		4.00	%	$	47,733		5.00	%

In addition to the regulatory minimum risk-based capital amounts presented above, the Bank must maintain a capital conservation buffer as required by the Basel III final rules. Accordingly, the Bank was required to maintain a capital conservation buffer of 2.50% at March 31, 2021 and December 31, 2020. Under the final rules, an institution is subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. As of March 31, 2021 and December 31, 2020, the capital conservation buffer of the Bank was 8.05% and 7.82%, respectively.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 8. Subordinated Debt

On October 30, 2015, the Company entered into a Subordinated Loan Agreement (the Agreement) pursuant to which the Company issued an interest only subordinated term note due 2025 in the aggregate principal amount of $5.0 million. The note bears interest at a fixed rate of 6.75% per annum. Debt issuance costs related to the note were fully amortized at March 31, 2021 and December 31, 2020. The note has a maturity date of October 1, 2025. Subject to regulatory approval, the Company may prepay the note, in part or in full, beginning on January 1, 2021 through maturity, at the Company's option, on any scheduled interest payment date. The Agreement contains customary events of default such as the bankruptcy of the Company and the non-payment of principal or interest when due. The holder of the note may accelerate the repayment of the note only in the event of bankruptcy or similar proceedings and not for any other event of default.

On June 29, 2020, the Company issued an interest only subordinated term note due 2030 in the aggregate principal amount of $5.0 million. The note initially bears interest at a fixed rate of 5.50% per annum. Beginning July 1, 2025, the interest rate shall reset quarterly to an interest rate per annum equal to the current three-month Secured Overnight Financing Rate (SOFR), plus 510 basis points. Unamortized debt issuance costs related to the note were $8 thousand and $9 thousand at March 31, 2021 and December 31, 2020, respectively. The note has a maturity date of July 1, 2030. Subject to regulatory approval, the Company may prepay the note, in part or in full, beginning on July 1, 2025 through maturity, at the Company's option, on any scheduled interest payment date. The note contains customary events of default such as the bankruptcy of the Company and the non-payment of principal or interest when due. The holder of the note may accelerate the repayment of the note only in the event of bankruptcy or similar proceedings and not for any other event of default.

Both of the notes are unsecured, subordinated obligations of the Company and they rank junior in right of payment to the Company’s existing and future senior indebtedness and to the Company’s obligations to its general creditors. The notes rank equally with all other unsecured subordinated debt, except any which by its terms is expressly stated to be subordinated to the notes. The notes rank senior to all current and future junior subordinated debt obligations, preferred stock, and common stock of the Company. The notes are not convertible into common stock or preferred stock, and are not callable by the holders.

Note 9. Junior Subordinated Debt

On June 8, 2004, First National (VA) Statutory Trust II (Trust II), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities. On June 17, 2004, $5.0 million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at March 31, 2021 and December 31, 2020 was 2.78% and 2.83%, respectively. The securities have a mandatory redemption date of June 17, 2034, and were subject to varying call provisions that began September 17, 2009. The principal asset of Trust II is $5.2 million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.

On July 24, 2006, First National (VA) Statutory Trust III (Trust III), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities. On July 31, 2006, $4.0 million of trust preferred securities were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest. The interest rate at March 31, 2021 and December 31, 2020 was 1.84% and 1.83%, respectively. The securities have a mandatory redemption date of October 1, 2036, and were subject to varying call provisions that began October 1, 2011. The principal asset of Trust III is $4.1 million of the Company’s junior subordinated debt with maturities and interest rates comparable to the trust preferred securities. The Trust’s obligations under the trust preferred securities are fully and unconditionally guaranteed by the Company. The Company is current on its interest payments on the junior subordinated debt.

Note 10. Benefit Plans

The Company maintains a 401(k) plan (the Plan) for all eligible employees. Participating employees may elect to contribute up to the maximum percentage allowed by the Internal Revenue Service, as defined in the Plan. The Company makes matching contributions, on a dollar-for dollar basis, for the first one percent of an employee’s compensation contributed to the Plan and fifty cents for each dollar of the employee’s contribution between two percent and six percent. The Company also makes an additional contribution based on years of service to participants who have completed at least one thousand hours of service during the year and who are employed on the last day of the Plan Year. All employees who are age nineteen or older are eligible. Employee contributions vest immediately. Employer matching contributions vest after two Plan service years with the Company. The Company has the discretion to make a profit sharing contribution to the Plan each year based on overall performance, profitability, and other economic factors. For the three months ended March 31, 2021 and 2020, expense attributable to the Plan amounted to $253 thousand and $249 thousand, respectively.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

On March 15, 2019, the Company entered into supplemental executive retirement plans and participation agreements with three of its employees. The retirement benefits are fixed and provide for retirement benefits payable in 180 monthly installments. The contribution expense totaled $66 thousand for the three months ended March 31, 2021 and 2020 and was solely funded by the Company.

See Note 13 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for additional information about the Company’s benefit plans.

Note 11. Earnings per Common Share

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

The following table presents the computation of basic and diluted earnings per share for the three months ended March 31, 2021 and 2020 (dollars in thousands, except per share data):

	Three Months Ended
	March 31, 2021		March 31, 2020
(Numerator):
Net income	$	2,436	$	1,705
(Denominator):
Weighted average shares outstanding – basic		4,863,823		4,950,887
Potentially dilutive common shares – restricted stock units		8,274		5,083
Weighted average shares outstanding – diluted		4,872,097		4,955,970
Income per common share
Basic	$	0.50	$	0.34
Diluted	$	0.50	$	0.34

Restricted stock units for 4,811 and 59 shares of common stock were not considered in computing diluted earnings per share for the three months ended March 31, 2021 and 2020 because they were antidilutive.

Note 12. Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurement and Disclosures” topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

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

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Fair Value Hierarchy

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

Level 1 -

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

Level 2 -

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

Level 3 -

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

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

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

Securities available for sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

Derivative asset/liability - cash flow hedges

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

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands).

			Fair Value Measurements at March 31, 2021
Description	Balance as of March 31, 2021		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. agency and mortgage-backed securities	$	109,339	$	—	$	109,339	$	—
Obligations of states and political subdivisions		50,403		—		50,403		—
Total securities available for sale	$	159,742	$	—	$	159,742	$	—
Derivatives - cash flow hedges		1,365		—		1,365		—
Total assets	$	161,107	$	—	$	161,107	$	—

			Fair Value Measurements at December 31, 2020
Description	Balance as of December 31, 2020		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. agency and mortgage-backed securities	$	101,598	$	—	$	101,598	$	—
Obligations of states and political subdivisions		38,627		—		38,627		—
Total securities available for sale	$	140,225	$	—	$	140,225	$	—
Derivatives - cash flow hedges		431		—		431		—
Total assets	$	140,656	$	—	$	140,656	$	—

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

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

Loans held for sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the three months ended March 31, 2021 and the year ended December 31, 2020.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected. The measurement of loss associated with impaired loans can be based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the collateral less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level 2) within the last twelve months. However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparables or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

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

			Fair Value Measurements at March 31, 2021
Description	Balance as of March 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	3,630	$	—	$	—	$	3,630

			Fair Value Measurements at December 31, 2020
Description	Balance as of December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans, net	$	3,595	$	—	$	—	$	3,595

Quantitative information about Level 3 Fair Value Measurements for March 31, 2021

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average) (1)

Impaired loans, net

2,205

Property appraisals

Selling cost

10.00

Impaired loans, net

1,425

Present value of cash flows

Discount rate

6.50

Quantitative information about Level 3 Fair Value Measurements for December 31, 2020

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average) (1)

Impaired loans, net

2,205

Property appraisals

Selling cost

10.00

Impaired loans, net

1,390

Present value of cash flows

Discount rate

6.50

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

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Accounting guidance requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The carrying values and estimated fair values of the Company’s financial instruments at March 31, 2021 and December 31, 2020 are as follows (in thousands):

			Fair Value Measurements at March 31, 2021 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	176,262	$	176,262	$	—	$	—	$	176,262
Securities available for sale		159,742		—		159,742		—		159,742
Securities held to maturity		13,424		—		12,252		1,591		13,843
Restricted securities		1,631		—		1,631		—		1,631
Loans, net		630,716		—		—		639,217		639,217
Bank owned life insurance		18,029		—		18,029		—		18,029
Accrued interest receivable		2,609		—		2,609		—		2,609
Derivatives - cash flow hedges		1,365		—		1,365		—		1,365
Financial Liabilities
Deposits	$	916,057	$	—	$	818,292	$	98,396	$	916,688
Subordinated debt		9,992		—		—		10,955		10,955
Junior subordinated debt		9,279		—		—		10,662		10,662
Accrued interest payable		177		—		177		—		177

			Fair Value Measurements at December 31, 2020 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Fair Value
Financial Assets
Cash and short-term investments	$	127,297	$	127,297	$	—	$	—	$	127,297
Securities available for sale		140,225		—		140,225		—		140,225
Securities held to maturity		14,234		—		13,138		1,605		14,743
Restricted securities		1,875		—		1,875		—		1,875
Loans held for sale		245		—		245		—		245
Loans, net		622,429		—		—		633,638		633,638
Bank owned life insurance		17,916		—		17,916		—		17,916
Accrued interest receivable		2,717		—		2,717		—		2,717
Derivatives - cash flow hedges		431		—		431		—		431
Financial Liabilities
Deposits	$	842,461	$	—	$	742,264	$	101,154	$	843,418
Subordinated debt		9,991		—		—		10,304		10,304
Junior subordinated debt		9,279		—		—		10,364		10,364
Accrued interest payable		134		—		134		—		134

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

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

Note 13. Stock Compensation Plans

On May 13, 2014, the Company’s shareholders approved the First National Corporation 2014 Stock Incentive Plan, which makes available up to 240,000 shares of common stock for the granting of stock options, restricted stock awards, stock appreciation rights, and other stock-based awards. Awards are made at the discretion of the Board of Directors and compensation cost equal to the fair value of the award is recognized over the vesting period.

Stock Awards

Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of employer stock. Stock awards may be made by the Company at its discretion without cash consideration and may be granted as settlement of a performance-based compensation award. The Company did not have compensation expense related to stock awards for the three months ended March 31, 2021 and 2020.

Restricted Stock Units

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

In the first quarter of 2021, 13,094 restricted stock units were granted to employees, with 2,026 units vesting immediately, 4,040 units subject to a two year vesting schedule with one half of the units vesting each year on the grant date anniversary, and 7,028 units subject to a five year vesting schedule will all of the units vesting on the fifth anniversary of the grant date. The recipient does not have any stockholder rights, including voting, dividend, or liquidation rights, with respect to the shares underlying awarded restricted stock units until vesting has occurred and the recipient becomes the record holder of those shares. The unvested restricted stock units will vest on the established schedule if the employees remain employed by the Company on future vesting dates.

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

	Three Months Ended
	March 31, 2021
	Shares			Weighted Average Grant Date Fair Value
Unvested, beginning of year		15,858		$	20.40
Granted		13,094			17.40
Vested		(8,073	)		19.84
Forfeited		—			—
Unvested, end of period		20,879		$	18.73

At March 31, 2021, based on restricted stock unit awards outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested restricted stock unit awards was $331 thousand. This expense is expected to be recognized through 2026. Compensation expense related to restricted stock unit awards recognized for the three months ended March 31, 2021 and 2020 totaled $74 thousand and $132 thousand, respectively.

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 14. Accumulated Other Comprehensive Income (Loss)

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

	Net Unrealized Gains (Losses) on Securities			Change in Fair Value of Cash Flow Hedges		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2019	$	724		$	—	$	724
Unrealized holding gains (net of tax, $556)		2,092			—		2,092
Change during period		2,092			—		2,092
Balance at March 31, 2020	$	2,816		$	—	$	2,816
Balance at December 31, 2020	$	3,058		$	340	$	3,398
Unrealized holding losses (net of tax, ($432))		(1,625	)		—		(1,625	)
Reclassification adjustment (net of tax, ($8))		(29	)		—		(29	)
Change in fair value (net of tax, $196)		—			738		738
Change during period		(1,654	)		738		(916	)
Balance at March 31, 2021	$	1,404		$	1,078	$	2,482

The following table presents information related to reclassifications from accumulated other comprehensive income (loss) for the three months ended March 31, 2021 and 2020 (in thousands):

Details About Accumulated Other Comprehensive Income (Loss)	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)					Affected Line Item in the Consolidated Statements of Income
	Three Months Ended
	March 31, 2021			March 31, 2020
Securities available for sale:
Net securities gains reclassified into earnings	$	(37	)	$	—	Net gains on securities available for sale
Related income tax expense		8			—	Income tax expense
Total reclassifications	$	(29	)	$	—	Net of tax

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 15. Revenue Recognition

On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers: Topic 606" and all subsequent ASUs that modified Topic 606. Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of the guidance. Gains and losses on investment securities, derivatives, financial guarantees, and sales of financial instruments are similarly excluded from the scope. The guidance is applicable to noninterest revenue streams such as service charges on deposit accounts, ATM and check card fees, wealth management fees, and fees for other customer services. Noninterest revenue streams within the scope of Topic 606 are discussed below.

Service charges on deposit accounts

Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, and other deposit account related fees. The Company's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers' accounts. Overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time.

ATM and check card fees

ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. ATM fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Check card fees are primarily comprised of interchange fee income. Interchange fees are earned whenever the Company's debit cards are processed through card payment networks, such as Visa. The Company's performance obligation for interchange fee income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic 606, debit card fee income is presented net of associated expense.

Wealth management fees

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company's performance obligation is generally satisfied over time and the resulting fees are primarily recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month-end through a direct charge to customers' accounts. Estate management fees are based upon the size of the estate. Revenue for estate management fees are recorded periodically, according to a fee schedule, and are based on the services that have been provided.

Fees for other customer services

Fees for other customer services include check ordering charges, merchant services income, safe deposit box rental fees, and other service charges. Check ordering charges are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Merchant services income mainly represent fees charged to merchants to process their debit and credit card transactions. The Company's performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended
	March 31, 2021		March 31, 2020
Noninterest Income
Service charges on deposit accounts	$	442	$	681
ATM and check card fees		601		519
Wealth management fees		643		525
Fees for other customer services		286		207
Noninterest income (in-scope of Topic 606)	$	1,972	$	1,932
Noninterest income (out-of-scope of Topic 606)		171		167
Total noninterest income	$	2,143	$	2,099

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Note 16. Derivative Financial Instruments

On April 21, 2020, the Company entered into two interest rate swap agreements related to its outstanding junior subordinated debt. One swap agreement was related to the Company’s junior subordinated debt with a redemption date of June 17, 2034, which became effective on March 17, 2020. The notional amount of the interest rate swap was $5.0 million and terminates on June 17, 2034. Under the terms of the agreement, the Company pays interest quarterly at a fixed rate of 0.79% and receives interest quarterly at a variable rate of three-month LIBOR. The variable rate resets on each interest payment date. The other swap agreement was related to the Company’s junior subordinated debt with a redemption date of October 1, 2036, which became effective on April 1, 2020. The notional amount of the interest rate swap was $4.0 million and terminates on October 1, 2036. Under the terms of the agreement, the Company pays interest quarterly at a fixed rate of 0.82% and receives interest quarterly at a variable rate of three-month LIBOR. The variable rate resets on each interest payment date.

The Company entered into interest rate swaps to reduce interest rate risk and to manage interest expense. By entering into these agreements, the Company converted variable rate debt into fixed rate debt. Alternatively, the Company may enter into interest rate swap agreements to convert fixed rate debt into variable rate debt. Interest differentials paid or received under interest rate swap agreements are reflected as adjustments to interest expense. The Company designated the interest rate swaps as hedging instruments in qualifying cash flow hedges. Changes in fair value of these designated hedging instruments is reported as a component of other comprehensive (loss) income. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable rate interest payments, and the Company assesses the effectiveness of each hedging relationship quarterly. If the Company determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported as earnings. As of March 31, 2021, the Company has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings for periods that end between June 2034 and October 2036. The notional amounts of the interest rate swaps were not exchanged and do not represent exposure to credit loss. In the event of default by a counterparty, the risk in these transactions is the cost of replacing the agreements at current market rates.

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

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

The following table summarizes key elements of the Company's derivative instruments at March 31, 2021 (in thousands):

	March 31, 2021
	Notional Amount		Assets		Liabilities		Collateral Pledged(1)
Cash Flow Hedges
Interest rate swap contracts	$	9,000	$	1,365	$	—	$	—

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

Note 17. Acquisition

On February 18, 2021, the Company entered into an agreement to acquire The Bank of Fincastle (Fincastle) for an aggregate purchase price of $31.6 million in cash and stock (based on the Company's closing stock price as of February 17, 2021). The financial position and results of operations of Fincastle are not reflected in the Company’s financial statements as of March 31, 2021. The transaction is expected to close in the third quarter of 2021, subject to shareholder and regulatory approvals and other customary closing conditions. At the time of closing of the acquisition, The Bank of Fincastle is expected to have six retail bank offices operating in the greater Roanoke region of Virginia, including its main office in the Town of Fincastle. As of March 31, 2021, Fincastle reported assets of $272.1 million, loans, net of allowance for loan losses, of $197.8 million, and deposits of $239.7 million.

In connection with the transaction, the Company expects to pay cash consideration of $6.7 million and issue approximately 1.3 million shares of its common stock to the shareholders of Fincastle. Upon completion of the transaction, the Bank of Fincastle is expected to be merged with and into First Bank. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. Under acquisition accounting, assets acquired and liabilities assumed are recorded at their acquisition date fair values, and any excess of the purchase price over the aggregate fair value of the net assets acquired is recognized as goodwill.

Table of Contents

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

Cautionary Statement Regarding Forward-Looking Statements

First National Corporation (the Company) makes forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding profitability, liquidity, adequacy of capital, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and the impact of the Company’s acquisition (the Merger) of The Bank of Fincastle (Fincastle), including the expected levels of merger related expenses to be incurred by the Company, the expected benefits of the Merger, and the potential impact of the Merger on the Company’s and First Bank’s (the Bank) liquidity and capital levels, as well as certain financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

•

the ability of the Company and the Bank to realize the anticipated benefits of the Merger, including the ability to close the Merger within the expected time frame, or at all, and to successfully integrate Fincastle’s systems and processes into the Company’s systems and processes;

•

expected revenue synergies and cost savings from the Merger that may not be fully realized or realized within the expected time frame;

•

revenues following the Merger that may be lower than expected;

•

customer and employee relationships and business operations as a result of disruptions caused by the Merger;

•

the effects of the COVID-19 pandemic, including its potential adverse effect on economic conditions and the Company's employees, customers, credit quality, and financial performance;

•

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

•

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

•

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

•

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

•

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

•

limited availability of financing or inability to raise capital;

•

reliance on third parties for key services;

•

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

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

•

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

•

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

•

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

•

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

•

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

•

cyber threats, attacks or events;

•

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

•

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

•

changes in interest rates could have a negative impact on the Company’s net interest income and an unfavorable impact on the Company’s customers’ ability to repay loans; and

•

other factors identified in Item 1A. Risk Factors of the Company’s Form 10-K for the year ending December 31, 2020.

Because of these and other uncertainties, actual results may be materially different from the results indicated by these forward-looking statements. In addition, past results of operations do not necessarily indicate future results. The following discussion and analysis of the financial condition at March 31, 2021 and statements of income of the Company for the three months ended March 31, 2021 and 2020 should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 1, of this Form 10-Q and in Part II, Item 8, of the Form 10-K for the period ending December 31, 2020. The statements of income for the three months ended March 31, 2021 may not be indicative of the results to be achieved for the year.

Table of Contents

Executive Overview

The Company

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

•

First Bank (the Bank). The Bank owns:

•

First Bank Financial Services, Inc.

•

Shen-Valley Land Holdings, LLC

•

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

•

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

First Bank Financial Services, Inc. invests in entities that provide title insurance and investment services. Shen-Valley Land Holdings, LLC was formed to hold other real estate owned and future office sites. The Trusts were formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities and are not included in the Company’s consolidated financial statements in accordance with authoritative accounting guidance because management has determined that the Trusts qualify as variable interest entities.

Products, Services, Customers and Locations

The Bank offers loan, deposit, and wealth management products and services. Loan products and services include consumer loans, residential mortgages, home equity loans, and commercial loans. Deposit products and services include checking accounts, treasury management solutions, savings accounts, money market accounts, certificates of deposit, and individual retirement accounts. Wealth management services include estate planning, investment management of assets, trustee under an agreement, trustee under a will, individual retirement accounts, and estate settlement. Customers include small and medium-sized businesses, individuals, estates, local governmental entities, and non-profit organizations. The Bank’s office locations are well-positioned in attractive markets along the Interstate 81, Interstate 66, and Interstate 64 corridors in the Shenandoah Valley, central regions of Virginia, and the city of Richmond. Within these markets, there are diverse types of industry including medical and professional services, manufacturing, retail, warehousing, Federal government, hospitality, and higher education.

The Bank’s products and services are delivered through 14 bank branch offices located throughout the Shenandoah Valley and central regions of Virginia, a loan production office, and a customer service center in a retirement village. The branch offices are comprised of 13 full service retail banking offices and one drive-through express banking office. The location and general character of these properties is further described in Part I, Item 2 of Form 10-K for the year ended December 31, 2020. Many of the Bank’s services are also delivered through the Bank’s mobile banking platform, its website, www.fbvirginia.com, and a network of ATMs located throughout its market area.

Revenue Sources and Expense Factors

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

Primary expense categories are salaries and employee benefits, which comprised 53% of noninterest expenses for the three months ended March 31, 2021, followed by occupancy and equipment expense, which comprised 13% of noninterest expenses. The provision for loan losses is also a primary expense of the Bank. The provision is determined by factors that include net charge-offs, asset quality, economic conditions, and loan growth. Changing economic conditions caused by inflation, recession, unemployment, or other factors beyond the Company’s control have a direct correlation with asset quality, net charge-offs, and ultimately the required provision for loan losses.

COVID-19 Pandemic Update

Operations

During the first quarter of 2021, the Bank continued to follow its Pandemic Plan that strives to protect the health of its employees and customers, while continuing to deliver essential banking services. In response to vaccinations that continued to be provided to thousands of people in our market areas, and the decrease in the number of COVID-19 cases in our communities, the Bank entered phase two of its plan in late March 2021 after operating in phase one since early December 2020. After operating for almost four months primarily through branch drive throughs, ATMs, and mobile and internet banking platforms, lobbies re-opened for walk-in customers to conduct their banking business.

Table of Contents

Paycheck Protection Program

The Bank continued to participate as a lender in the U.S. Small Business Administration’s (SBA) Paycheck Protection Program (PPP) to support local small businesses and non-profit organizations by providing forgivable loans. During the second and third quarters of 2020, the Bank originated $76.6 million of PPP loans, received $2.5 million of loan fees from the SBA, and incurred $535 thousand of loan origination costs. The PPP stopped accepting applications in August of 2020. The loan fees continue to be accreted into earnings evenly over the life of the loans, net of loan origination costs, through interest and fees on loans. PPP loans originated in 2020 totaled $46.5 million at March 31, 2021, and 99% of the PPP loan balances are scheduled to mature in the second quarter of 2022.

Congress revived the PPP as part of the COVID-19 relief bill that was signed into law on December 27, 2020. The Bank began participating again as a lender in the PPP in January of 2021. During the first quarter of 2021, the Bank originated $19.8 million of PPP loans and incurred $51 thousand of loan origination costs. First Bank expects to receive $1.1 million of loan fees from the SBA as a result of the loan originations. Like the PPP loans originated in 2020, loan fees received will be accreted into earnings evenly over the life of the loans, net of loan origination costs, through interest and fees on loans. PPP loans that were originated in 2021 totaled $19.8 million at March 31, 2021, and 100% of the PPP loan balances are scheduled to mature in the first quarter of 2026.

Asset Quality Impact

The pandemic has negatively impacted the financial condition of certain loan customers. The Bank expects customers in certain sectors of its commercial real estate loan portfolio, including retail shopping, lodging and leisure, may continue to experience elevated financial pressure in future periods. Those sectors comprised 4%, 4% and 2% of the loan portfolio, respectively, at March 31, 2021. The Bank also expects that loans in those same sectors of its commercial and industrial loan portfolio may also experience financial pressure in future periods. The magnitude of the potential decline in the Bank’s loan quality in future periods will likely depend on the duration of the pandemic and the extent that the Bank’s customers experience business interruptions.

Loan Modifications

In response to the unknown impact of the pandemic on the economy and its customers, the Bank created and implemented a loan payment deferral program for individual and business customers beginning in the first quarter of 2020, which provided them the opportunity to defer monthly payments for 90 days. By June 30, 2020, loans participating in the program reached $182.6 million. The majority of these loans resumed regular payments during the second half of 2020 after their deferral periods ended. There were no loans remaining in the program at March 31, 2021. These loans were not considered troubled debt restructurings (TDRs) because they were modified in accordance with relief provisions of the CARES Act and interagency regulatory guidance.

During the fourth quarter of 2020, the Bank modified terms of certain loans for certain of its customers that continued to be negatively impacted by the pandemic by lowering borrower’s loan payments with interest only payments for periods ranging between 6 and 24 months. Modified loans totaled $14.3 million at March 31, 2021, with $14.2 million in the Bank’s commercial real estate loan portfolio and $158 thousand in the commercial and industrial loans portfolio. The loans were comprised of $12.8 million in the lodging sector and $1.5 million in the leisure sector. These loans were not considered TDRs because they were modified in accordance with relief provisions of the CARES Act.

Capital

The Company issued $5.0 million of subordinated debt in June 2020 as a result of its risk management program and capital planning. The purpose of the issuance was primarily to further strengthen holding company liquidity and to remain a source of strength for the Bank in the event of a severe economic downturn. The Company may also use the proceeds of the issuance for general corporate purposes, including the potential repayment of the Company’s subordinated debt that was issued in 2015 and became callable on a quarterly basis beginning January 1, 2021. The subordinated debt issued in 2020 consists of a 5.50% fixed-to-floating rate subordinated note due 2030 issued to an institutional investor and was structured to qualify as Tier 2 capital under bank regulatory guidelines.

After being suspended for most of 2020, the Company’s stock repurchase plan ended on December 31, 2020. The Company has not authorized another stock repurchase plan due to the continued uncertainty and potential impact of the pandemic on the economy and the Bank’s customers and its pending merger with Fincastle. The Company continued to pay cash dividends on common stock of $0.11 per share throughout 2020, and in February 2021, it declared a quarterly cash dividend on common stock of $0.12 per share, which was a 9% increase.

Overview of Quarterly Financial Performance

Net income increased by $731 thousand to $2.4 million, or $0.50 per basic and diluted share, for the three months ended March 31, 2021, compared to $1.7 million, or $0.34 per basic and diluted share, for the same period in 2020. Return on average assets was 1.00% and return on average equity was 11.53% for the first quarter of 2021, compared to 0.85% and 8.72%, respectively, for the same period in 2020.

The $731 thousand increase in net income for the three months ended March 31, 2021 resulted primarily from a $486 thousand, or 7%, increase in net interest income, a $900 thousand decrease in provision for loan losses, and a $44 thousand, or 2%, increase in noninterest income, compared to the same period of 2020. These favorable variances were partially offset by a $506 thousand, or 8%, increase in noninterest expenses.

Net interest income increased primarily from a decrease in interest expense on deposits, which was attributable to reductions in interest rates paid. Average earning asset balances increased 24%, while the net interest margin decreased 50 basis points to 3.27% for the first quarter of 2021, compared to 3.77% for the same period in 2020. Noninterest income increased primarily from higher amounts of ATM and check card fees, wealth management fees, and fees for other customer services, which were partially offset by lower service charges on deposit accounts. Noninterest expense increased primarily from higher legal and professional fees, which included merger related expenses.

Based on management's analysis and the supporting allowance for loan loss calculation, a provision for loan losses was not required during the first quarter of 2021, compared to a provision for loan losses of $900 thousand during the first quarter of 2020. The decrease in provision for loan losses was attributable to net recoveries of loans previously charged off and no significant changes to the general and specific reserve components of the allowance for loan losses.

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

Table of Contents

Acquisition of The Bank of Fincastle

On February 18, 2021, the Company entered into an agreement to acquire Fincastle for an aggregate purchase price of approximately $31.6 million of cash and stock (based on the Company's closing stock price as of February 17, 2021). The Company expects to complete the acquisition in the third quarter of 2021. After the acquisition is completed, the former Fincastle branches will continue to operate as The Bank of Fincastle, a division of First Bank, until the systems conversion is expected to be completed in the fourth quarter of 2021. The Company incurred $405 thousand of merger related expenses for the three months ended March 31, 2021 in connection with its acquisition of Fincastle. The Company estimates that it will incur aggregate pre-tax merger related expenses of approximately $4.2 million during 2021.

Non-GAAP Financial Measures

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

	Efficiency Ratio
	Three Months Ended
	March 31, 2021			March 31, 2020
Noninterest expense	$	6,650		$	6,144
Subtract: amortization of intangibles		(14	)		(52	)
Add: gains on disposal of premises and equipment, net		12			9
Subtract: merger related expenses		(405	)		—
	$	6,243		$	6,101
Tax-equivalent net interest income	$	7,568		$	7,076
Noninterest income		2,143			2,099
Subtract: securities gains, net		(37	)		—
	$	9,674		$	9,175
Efficiency ratio		64.53	%		66.50	%

Table of Contents

This report also refers to net interest margin, which is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for both 2021 and 2020 is 21%. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below (in thousands).

	Reconciliation of Net Interest Income to Tax-Equivalent Net Interest Income
	Three Months Ended
	March 31, 2021			March 31, 2020
GAAP measures:
Interest income – loans	$	7,143		$	7,203
Interest income – investments and other		952			965
Interest expense – deposits		(363	)		(962	)
Interest expense – subordinated debt		(154	)		(90	)
Interest expense – junior subordinated debt		(66	)		(90	)
Total net interest income	$	7,512		$	7,026
Non-GAAP measures:
Tax benefit realized on non-taxable interest income – loans	$	8		$	10
Tax benefit realized on non-taxable interest income – municipal securities		48			40
Total tax benefit realized on non-taxable interest income	$	56		$	50
Total tax-equivalent net interest income	$	7,568		$	7,076

Critical Accounting Policies

General

The Company’s consolidated financial statements and related notes are prepared in accordance with GAAP. The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, or relieving a liability. The Bank uses historical losses as one factor in determining the inherent loss that may be present in the loan portfolio. Actual losses could differ significantly from the historical factors used. In addition, GAAP itself may change from one previously acceptable method to another. Although the economics of transactions would be the same, the timing of events that would impact transactions could change.

Presented below is a discussion of those accounting policies that management believes are the most important (Critical Accounting Policies) to the portrayal and understanding of the Company’s financial condition and results of operations. The Critical Accounting Policies require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management determines that the loan balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance. For further information about the Company’s loans and the allowance for loan losses, see Notes 3 and 4 to the Consolidated Financial Statements included in this Form 10-Q.

The allowance for loan losses is evaluated on a quarterly basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

Table of Contents

The Company performs regular credit reviews of the loan portfolio to review credit quality and adherence to underwriting standards. The credit reviews consist of reviews by its internal credit administration department and reviews performed by an independent third party. Upon origination, each loan is assigned a risk rating ranging from one to nine, with loans closer to one having less risk. This risk rating scale is the Company's primary credit quality indicator. The Company has various committees that review and ensure that the allowance for loans losses methodology is in accordance with GAAP and loss factors used appropriately reflect the risk characteristics of the loan portfolio.

The allowance represents an amount that, in management’s judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. Management’s judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay and the value of the collateral, overall portfolio quality, and review of specific potential losses. The evaluation also considers the following risk characteristics of each loan portfolio class:

•

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

•

Consumer and other loans carry risk associated with the continued creditworthiness of the borrower and the value of the collateral, if any. Consumer loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. These loans are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances. Other loans included in this category include loans to states and political subdivisions.

The allowance for loan losses consists of specific and general components. The specific component relates to loans that are classified as impaired, and is established when the discounted cash flows, fair value of collateral less estimated costs to sell, or observable market price of the impaired loan is lower than the carrying value of that loan. For collateral dependent loans, an updated appraisal is ordered if a current one is not on file. Appraisals are typically performed by independent third-party appraisers with relevant industry experience. Adjustments to the appraised value may be made based on recent sales of like properties or general market conditions among other considerations.

The general component covers loans that are not considered impaired and is based on historical loss experience adjusted for qualitative factors. The historical loss experience is calculated by loan type and uses an average loss rate during the preceding twelve quarters. The qualitative factors are assigned by management based on delinquencies and asset quality, national and local economic trends, effects of the changes in the value of underlying collateral, trends in volume and nature of loans, effects of changes in the lending policy, the experience and depth of management, concentrations of credit, quality of the loan review system, and the effect of external factors such as competition and regulatory requirements. The factors assigned differ by loan type. The general allowance estimates losses whose impact on the portfolio has yet to be recognized by a specific allowance. Allowance factors and the overall size of the allowance may change from period to period based on management’s assessment of the above described factors and the relative weights given to each factor. For further information regarding the allowance for loan losses, see Note 4 to the Consolidated Financial Statements included in this Form 10-Q.

Table of Contents

Lending Policies

General

In an effort to manage risk, the Bank’s loan policy gives loan amount approval limits to individual loan officers based on their position within the Bank and level of experience. The Management Loan Committee can approve new loans up to their authority. The Board Loan Committee approves all loans which exceed the authority of the Management Loan Committee. The full Board of Directors must approve loans which exceed the authority of the Board Loan Committee, up to the Bank’s legal lending limit. The Board Loan Committee currently consists of five directors, four of which are non-management directors. The Board Loan Committee approves the Bank’s Loan Policy and reviews risk management reports, including watch list reports and concentrations of credit. The Board Loan Committee meets on a monthly basis and the Chairman of the Committee then reports to the Board of Directors.

Residential loan originations are primarily generated by mortgage loan officer solicitations and referrals by employees, real estate professionals, and customers. Commercial real estate loan originations and commercial and industrial loan originations are primarily obtained through direct solicitation and additional business from existing customers. All completed loan applications are reviewed by the Bank’s loan officers. As part of the application process, information is obtained concerning the income, financial condition, employment, and credit history of the applicant. The Bank also participates in commercial real estate loans and commercial and industrial loans originated by other financial institutions that are typically outside its market area. In addition, the Bank has purchased consumer loans originated by other financial institutions that are typically outside its market area. Loan quality is analyzed based on the Bank’s experience and credit underwriting guidelines depending on the type of loan involved. Except for loan participations with other financial institutions, real estate collateral is valued by independent appraisers who have been pre-approved by the Board Loan Committee.

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, certain appraisals are analyzed by management or by an outsourced appraisal review specialist throughout the year in order to ensure standards of quality are met. The Company also obtains an independent review of loans within the portfolio on an annual basis to analyze loan risk ratings and validate specific reserves on impaired loans.

In the normal course of business, the Bank makes various commitments and incurs certain contingent liabilities which are disclosed but not reflected in its financial statements, including commitments to extend credit. At March 31, 2021, commitments to extend credit, stand-by letters of credit, and rate lock commitments totaled $141.7 million.

Construction and Land Development Lending

The Bank makes local construction loans, including residential and land acquisition and development loans. These loans are secured by the property under construction and the underlying land for which the loan was obtained. The majority of these loans mature in one year. Construction lending entails significant additional risks, compared with residential mortgage lending. Construction and land development loans sometimes involve larger loan balances concentrated with single borrowers or groups of related borrowers. Another risk involved in construction and land development lending is the fact that loan funds are advanced upon the security of the land or property under construction, which value is estimated based on the completion of construction. Thus, there is risk associated with failure to complete construction and potential cost overruns. To mitigate the risks associated with this type of lending, the Bank generally limits loan amounts relative to the appraised value and/or cost of the collateral, analyzes the cost of the project and the creditworthiness of its borrowers, and monitors construction progress. The Bank typically obtains a first lien on the property as security for its construction loans, typically requires personal guarantees from the borrower’s principal owners, and typically monitors the progress of the construction project during the draw period.

Table of Contents

1-4 Family Residential Real Estate Lending

1-4 family residential lending activity may be generated by Bank loan officer solicitations and referrals by real estate professionals and existing or new bank customers. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment, and credit history of the applicant. Residential mortgage loans generally are made on the basis of the borrower’s ability to make payments from employment and other income and are secured by real estate whose value tends to be readily ascertainable. In addition to the Bank’s underwriting standards, loan quality may be analyzed based on guidelines issued by a secondary market investor. The valuation of residential collateral is generally provided by independent fee appraisers who have been approved by the Board Loan Committee. In addition to originating mortgage loans with the intent to sell to correspondent lenders or broker to wholesale lenders, the Bank also originates and retains certain mortgage loans in its loan portfolio.

Commercial Real Estate Lending

Commercial real estate loans are secured by various types of commercial real estate typically in the Bank’s market area, including multi-family residential buildings, office and retail buildings, hotels, industrial buildings, and religious facilities. Commercial real estate loan originations are primarily obtained through direct solicitation of customers and potential customers. The valuation of commercial real estate collateral is provided by independent appraisers who have been approved by the Board Loan Committee. Commercial real estate lending entails significant additional risk, compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the payment experience on loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or in the economy in general. The Bank’s commercial real estate loan underwriting criteria require an examination of debt service coverage ratios, the borrower’s creditworthiness, prior credit history, and reputation. The Bank typically requires personal guarantees of the borrowers’ principal owners and considers the valuation of the real estate collateral.

Commercial and Industrial Lending

Commercial and industrial loans generally have a higher degree of risk than loans secured by real estate, but typically have higher yields. Commercial and industrial loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business. The loans may be unsecured or secured by business assets, such as accounts receivable, equipment, and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, any collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much reliability as real estate.

Also included in this category are loans originated under the SBA's PPP. PPP loans are fully guaranteed by the SBA, and in some cases borrowers may be eligible to obtain forgiveness of the loans, in which case loans would be repaid by the SBA.

Consumer Lending

Loans to individual borrowers may be secured or unsecured, and include unsecured consumer loans and lines of credit, automobile loans, deposit account loans, and installment and demand loans. These consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss, or depreciation. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on a proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income.

Also included in this category are loans purchased through a third-party lending program. These portfolios include consumer loans and carry risks associated with the borrower, changes in the economic environment, and the vendor itself. The Company manages these risks through policies that require minimum credit scores and other underwriting requirements, robust analysis of actual performance versus expected performance, as well as ensuring compliance with the Company's vendor management program.

Table of Contents

Results of Operations

General

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

Net Interest Income

For the three months ended March 31, 2021, net interest income increased $486 thousand, or 7%, to $7.5 million, compared to $7.0 million for the first quarter of 2020. The increase resulted from a $559 thousand, or 49%, decrease in total interest expense. Total interest and dividend income, on a taxable-equivalent basis, decreased by $67 thousand when comparing the periods. The net interest margin decreased 50 basis points to 3.27% for the first quarter of 2021, compared to 3.77% for the same period in 2020. Growth in average earning assets of $182.0 million, or 24%, was partially offset by the decrease in the net interest margin.

The decrease in total interest expense resulted primarily from a $599 thousand, or 62%, decrease in interest expense on deposits, which was attributable to reduced interest rates paid on deposits. A 51 basis point decrease in the cost of interest-bearing deposits was partially offset by the impact of an $88.6 million, or 17%, increase in average interest-bearing deposits. A 42 basis point reduction in the cost of interest-bearing checking accounts and a 96 basis point reduction in the cost of money market accounts made the largest contributions to the decrease in interest expense.

The decrease in total interest and dividend income, on a taxable-equivalent basis, resulted from an 85 basis point decrease in the yield on earning assets, which was mostly offset by a $182.0 million, or 24%, increase in average earning assets. The decrease in the yield on earning assets resulted from a 46 basis point decrease in the yield on loans and a 120 basis point decrease in the yield on interest-bearing deposits in banks. The loan yield was negatively impacted by PPP loans earning a 1.00% interest rate. Additionally, the mix of earning assets had an unfavorable impact on the yield on average earning assets as lower yielding interest-bearing deposits in banks increased from 5% to 15% of average earning assets.

COVID-19 Pandemic Impact on Net Interest Income

Net interest income was negatively impacted by higher levels of nonaccrual loans. Loans to customers who are not able to make their loan payments to the Bank are placed on nonaccrual status, which causes a reversal of accrued interest receivable and interest income on loans. Recognition of interest on the loans will not resume until the borrowers can once again demonstrate their ability to repay.

Net interest income may be negatively impacted in future periods by unfavorable changes in the earning asset composition and the impact of recent decreases in market rates on earning asset yields in future periods. An unfavorable change in the Company’s earning asset composition could occur if a decrease in loan demand causes a reduction in loan balances, the Bank’s highest yielding asset category, while balances of securities and interest-bearing deposits in banks, the Bank’s lower yielding asset categories, increase.

The ability of loan customers to make loan payments and the potential of decreasing loan demand may depend on the length of time and extent the Bank’s loan customers experience business interruptions from the pandemic. During 2020, the Bank modified certain loan agreements to provide payment relief to its customers by providing interest only payments for periods ranging between 6 and 24 months. The extent of asset quality deterioration that could result from the modified loans may be impacted by the continuation of customers' business interruptions beyond the modification periods.

Table of Contents

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

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

	Three Months Ended
	March 31, 2021								March 31, 2020
	Average Balance			Interest Income/Expense		Yield/Rate			Average Balance			Interest Income/Expense		Yield/Rate
Assets
Securities:
Taxable	$	123,201		$	717		2.36	%	$	114,273		$	670		2.36	%
Tax-exempt ⁽¹⁾		34,947			228		2.65	%		26,506			191		2.89	%
Restricted		1,848			22		4.91	%		1,810			26		5.84	%
Total securities	$	159,996		$	967		2.45	%	$	142,589		$	887		2.50	%
Loans: ⁽²⁾
Taxable	$	630,463		$	7,113		4.58	%	$	571,758		$	7,168		5.04	%
Tax-exempt ⁽¹⁾		3,423			38		4.49	%		4,067			45		4.47	%
Total loans	$	633,886		$	7,151		4.58	%	$	575,825		$	7,213		5.04	%
Federal funds sold		134			—		0.10	%		6			—		0.15	%
Interest-bearing deposits with other institutions		143,183			33		0.09	%		36,753			118		1.29	%
Total earning assets	$	937,199		$	8,151		3.53	%	$	755,173		$	8,218		4.38	%
Less: allowance for loan losses		(7,484	)							(4,874	)
Total non-earning assets		58,609								56,310
Total assets	$	988,324							$	806,609
Liabilities and Shareholders’ Equity
Interest bearing deposits:
Checking	$	227,691		$	117		0.21	%	$	166,321		$	261		0.63	%
Regular savings		126,213			19		0.06	%		103,385			16		0.06	%
Money market accounts		155,314			43		0.11	%		133,730			357		1.07	%
Time deposits:
$100,000 and over		42,586			98		0.93	%		53,315			202		1.53	%
Under $100,000		55,851			85		0.62	%		62,333			126		0.81	%
Brokered		594			1		0.66	%		559			—		0.23	%
Total interest-bearing deposits	$	608,249		$	363		0.24	%	$	519,643		$	962		0.75	%
Federal funds purchased		2			—		0.47	%		3			—		1.60	%
Subordinated debt		9,992			154		6.23	%		4,985			90		7.23	%
Junior subordinated debt		9,279			66		2.91	%		9,279			90		3.91	%
Total interest-bearing liabilities	$	627,522		$	583		0.38	%	$	533,910		$	1,142		0.86	%
Non-interest bearing liabilities
Demand deposits		272,026								191,681
Other liabilities		3,068								2,359
Total liabilities	$	902,616							$	727,950
Shareholders’ equity		85,708								78,659
Total liabilities and Shareholders’ equity	$	988,324							$	806,609
Net interest income				$	7,568							$	7,076
Interest rate spread							3.15	%							3.52	%
Cost of funds							0.26	%							0.63	%
Interest expense as a percent of average earning assets							0.25	%							0.61	%
Net interest margin							3.27	%							3.77	%

(1)	Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21%. The tax-equivalent adjustment was $56 and $50 thousand for the three months ended March 31, 2021 and 2020, respectively.

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

Table of Contents

Provision for Loan Losses

The Bank did not record a provision for loan losses for the first quarter of 2021, which resulted in a total allowance for loan losses of $7.5 million, or 1.17% of total loans, at March 31, 2021. Excluding PPP loans, which are fully guaranteed by the U.S. government, the allowance for loan losses totaled 1.30% of total loans at March 31, 2021. This compared to a provision for loan losses of $900 thousand for the first quarter of 2020, which resulted in an allowance for loan losses of $5.6 million, or 0.96% of total loans, at March 31, 2020. The allowance for loan losses totaled $7.5 million, or 1.19% of total loans, at December 31, 2020.

A provision for loan losses was not recorded for the first quarter of 2021 as an increase in the general reserve component of the allowance for loan losses was offset by a decrease in the specific reserve component. The general reserve component of the allowance for loan losses increased primarily from the impact of an increase in loan balances during the quarter. The decrease in the specific reserve component of the allowance for loan losses resulted from a decrease in a reserve on a loan evaluated in a prior period. Net recoveries of loans previously charged off totaled $1 thousand for the first quarter of 2021, compared to $250 thousand of net charge-offs for the same period in 2020. There were no changes to qualitative factors during the quarter.

The provision for loan losses for the first quarter of 2020 was primarily attributable to an increase in the general reserve component of the allowance for loan losses. The general reserve component of the allowance for loan losses was increased primarily from an adjustment to qualitative factors, which resulted from the Bank’s observation of unfavorable changes in economic indicators impacted by the pandemic. The qualitative factor adjustments contributed approximately $700 thousand of the provision for loan losses for the quarter. The net charge-offs on loans mentioned above also contributed to the provision for loan losses. While the general reserve component of the allowance for loan losses increased during the quarter, the specific reserve decreased from improvements in collateral positions on impaired loans, principal payments received, and the resolution of certain impaired loans.

COVID-19 Pandemic Impact on Provision for Loan Losses

The Bank may continue to experience a higher provision for loan losses in future periods from factors including higher specific reserves on newly identified impaired loans, higher levels of net charge-offs, and additional adjustments to qualitative factors in the general reserve component of the allowance for loan losses. The Bank believes the length of time and extent that the Bank’s customers experience business interruptions from the pandemic will impact the amount of provision for loan losses in future periods.

Noninterest Income

Noninterest income increased $44 thousand, or 2%, to $2.1 million for the three months ended March 31, 2021, compared to the same period of 2020. The increase was primarily attributable to an $82 thousand, or 16%, increase in ATM and check card fees, a $118 thousand, or 22%, increase in wealth management fees, and a $79 thousand, or 38%, increase in fees for other customer services. The increase in ATM and check card fees was primarily attributable to an increase in customer check card transactions. Wealth management fees increased primarily from higher balances of assets under management during the first quarter of 2021 compared to the same period one year ago. Assets under management increased as a result of new business relationships and from growth in the market values of existing accounts. The increase in fees for other customer services was primarily a result of fee income from brokered residential mortgage loans. These increases were partially offset by a $239 thousand, or 35%, decrease in service charges on deposit accounts from lower deposit overdraft fees.

Table of Contents

COVID-19 Pandemic Impact on Noninterest Income

The number of customer overdrafts and resulting income from service charges on deposits decreased significantly during 2020 and the first quarter of 2021. The Bank believes this may have resulted from a reduction in consumer spending due to government stay at home orders, social distancing, and an increase in unemployment. The lower amount of overdrafts may have also been impacted by receipt of government stimulus checks and an increase in the average balances of customer deposit accounts. The Bank also suspended certain overdraft fees at the beginning of the second quarter of 2020 in an effort to provide relief to its customers who may have experienced financial difficulties related to the pandemic. The suspension of the overdraft fees ended on September 30, 2020. Service charges on deposits may continue to remain at recent levels, or decrease, depending on factors that include customer spending behaviors and the balance of deposit accounts.

ATM and check card fee revenue may also be lower in future periods as customers may spend and visit ATM machines less during periods of uncertainty. Wealth management revenue may decrease in future periods if the market values of investments decline and mortgage fee income may decrease if the number of home purchases and refinancing activity slows in the Bank's market area.

Noninterest Expense

Noninterest expense increased $506 thousand, or 8%, to $6.7 million for the three months ended March 31, 2021, compared to the same period of 2020. The increase was primarily attributable to a $458 thousand increase in legal and professional fees, which included merger related expenses of $405 thousand.

COVID-19 Pandemic Impact on Noninterest Expense

If asset quality deteriorates as a result of the pandemic, the Bank may incur an increase in expenses related to the resolution of problem loans including appraisal costs, legal and professional fees, OREO expenses and losses on the sale of OREO. The Bank believes the length of time and extent that the Bank’s customers experience business interruptions from the pandemic may impact the amount of noninterest expense in future periods.

Income Taxes

Income tax expense increased $193 thousand for the first quarter of 2021, compared to the same period one year ago. The Company’s income tax expense differed from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the three months ended March 31, 2021 and 2020. The difference was a result of net permanent tax deductions, primarily comprised of tax-exempt interest income and income from bank owned life insurance. A more detailed discussion of the Company’s tax calculation is contained in Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Table of Contents

Financial Condition

General

Total assets increased $77.2 million to $1.0 billion at March 31, 2021, compared to $950.9 million at December 31, 2020. The increase was primarily attributable to a $50.1 million increase in interest-bearing deposits in banks, an $18.5 million increase in securities, and an $8.3 million increase in net loans. The increase in net loans included $19.8 million of PPP loans that were originated during the first quarter of 2021.

At March 31, 2021, total liabilities increased $76.2 million to $942.2 million compared to $866.0 million at December 31, 2020. The increase was primarily attributable to a $73.6 million increase in total deposits. Proceeds from PPP loan originations and the receipt of government stimulus checks by customers during the first quarter contributed to the increase in deposits. Noninterest-bearing demand deposits and savings and interest-bearing demand deposits increased $29.1 million and $47.0 million, respectively, while time deposits decreased $2.4 million.

Total shareholders’ equity increased $1.0 million to $85.9 million at March 31, 2021, compared to $84.9 million at December 31, 2020. The increase was primarily attributable to a $1.9 million increase in retained earnings. This increase was partially offset by a $916 thousand decrease in accumulated other comprehensive income. Tangible common equity totaled $85.9 million at the end of the first quarter, an increase of 1% compared to $84.9 million at December 31, 2020. The Company's capital ratios continued to exceed the minimum capital requirements for regulatory purposes.

Loans

Loans, net of the allowance for loan losses, increased $8.3 million to $630.7 million at March 31, 2021, compared to $622.4 million at December 31, 2020. Commercial and industrial loans increased by $7.7 million during the first three months of 2021, followed by commercial real estate loans and residential real estate loans that increased by $2.0 million and $1.1 million, respectively. These increases were partially offset by construction loans and consumer loans that decreased by $1.6 million and $848 thousand, respectively. The increase in commercial and industrial loans includes $19.8 million of PPP loans that were originated during the first quarter of 2021.

The Company, through its banking subsidiary, grants mortgage, commercial, and consumer loans to customers. The Bank segments its loan portfolio into real estate loans, commercial and industrial loans, and consumer and other loans. Real estate loans are further divided into the following classes: Construction and Land Development; 1-4 Family Residential; and Other Real Estate Loans. Descriptions of the Company’s loan classes are as follows:

Real Estate Loans – Construction and Land Development: The Company originates construction loans for the acquisition and development of land and construction of commercial buildings, condominiums, townhomes, and one-to-four family residences.

Real Estate Loans – 1-4 Family: This class of loans includes loans secured by one-to-four family homes. In addition to traditional residential mortgage loans secured by a first or junior lien on the property, the Bank offers home equity lines of credit.

Real Estate Loans – Other: This loan class consists primarily of loans secured by various types of commercial real estate typically in the Bank’s market area, including multi-family residential buildings, office and retail buildings, industrial and warehouse buildings, hotels, and religious facilities.

Commercial and Industrial Loans: Commercial loans may be unsecured or secured with non-real estate commercial property. The Company's banking subsidiary makes commercial loans to businesses located within its market area and also to businesses outside of its market area through loan participations with other financial institutions. Loans originated under the SBA's PPP are also included in this loan class.

Consumer and Other Loans: Consumer loans include all loans made to individuals for consumer or personal purposes. They include new and used automobile loans, unsecured loans, and lines of credit. The Company's banking subsidiary makes consumer loans to individuals located within its market area. The Bank has also made loans to individuals outside of its market area through the purchase of loans from another financial institution. Other loans in this category include loans to state and political subdivisions.

A substantial portion of the loan portfolio is represented by residential and commercial loans secured by real estate throughout the Bank's market area. The ability of the Bank’s debtors to honor their contracts may be impacted by the real estate and general economic conditions in this area.

Table of Contents

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

A loan’s past due status is based on the contractual due date of the most delinquent payment due. Loans are generally placed on non-accrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. There were no loans greater than 90 days past due and still accruing at March 31, 2021, compared to $302 thousand at December 31, 2020. For those loans that are carried on non-accrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed. These policies are applied consistently across the loan portfolio.

All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. When a loan is returned to accrual status, interest income is recognized based on the new effective yield to maturity of the loan.

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

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value (net of selling costs), and the probability of collecting scheduled principal and interest payments when due. Additionally, management generally evaluates substandard and doubtful loans greater than $250 thousand for impairment. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair market value of the collateral, net of selling costs, if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company typically does not separately identify individual consumer, residential, and certain small commercial loans that are less than $250 thousand for impairment disclosures, except for troubled debt restructurings (TDRs) as noted below. The recorded investment in impaired loans totaled $6.8 million and $6.7 million at March 31, 2021 and December 31, 2020, respectively.

Troubled Debt Restructurings (TDR)

In situations where, for economic or legal reasons related to a borrower’s financial condition, management grants a concession to the borrower that it would not otherwise consider, the related loan is classified as a TDR. TDRs are considered impaired loans. Upon designation as a TDR, the Company evaluates the borrower’s payment history, past due status, and ability to make payments based on the revised terms of the loan. If a loan was accruing prior to being modified as a TDR and if the Company concludes that the borrower is able to make such payments, and there are no other factors or circumstances that would cause it to conclude otherwise, the loan will remain on an accruing status. If a loan was on non-accrual status at the time of the TDR, the loan will remain on non-accrual status following the modification and may be returned to accrual status based on the policy for returning loans to accrual status as noted above. There were $6.0 million in loans classified as TDRs as of March 31, 2021 and December 31, 2020.

Asset Quality

Management classifies non-performing assets as non-accrual loans and OREO. OREO represents real property taken by the Bank when its customers do not meet the contractual obligation of their loans, either through foreclosure or through a deed in lieu thereof from the borrower and properties originally acquired for branch operations or expansion but no longer intended to be used for that purpose. OREO is recorded at the lower of cost or fair value, less estimated selling costs, and is marketed by the Bank through brokerage channels. The Bank did not have any assets classified as OREO at March 31, 2021 or December 31, 2020.

Non-performing assets totaled $6.8 million and $6.7 million at March 31, 2021 and December 31, 2020, representing approximately 0.66% and 0.71% of total assets, respectively. Non-performing assets consisted only of non-accrual loans at March 31, 2021 and December 31, 2020.

Table of Contents

At March 31, 2021, 67% of non-performing assets were commercial real estate loans, 23% were commercial and industrial loans, 6% were residential real estate loans, and 4% were construction and land development loans. Non-performing assets could increase due to other loans identified by management as potential problem loans. Other potential problem loans are defined as performing loans that possess certain risks, including the borrower’s ability to pay and the collateral value securing the loan, that management has identified that may result in the loans not being repaid in accordance with their terms. Other potential problem loans totaled $1.3 million and $1.4 million at March 31, 2021 and December 31, 2020, respectively. The amount of other potential problem loans in future periods may be dependent on economic conditions and other factors influencing a customers’ ability to meet their debt requirements.

There were no loans greater than 90 days past due and still accruing at March 31, 2021. Loans that were greater than 90 days past due and still accruing totaled $302 thousand at December 31, 2020.

The allowance for loan losses represents management’s analysis of the existing loan portfolio and related credit risks. The provision for loan losses is based upon management’s current estimate of the amount required to maintain an adequate allowance for loan losses reflective of the risks in the loan portfolio. The allowance for loan losses totaled $7.5 million at March 31, 2021 and December 31, 2020, representing 1.17% and 1.19% of total loans, respectively. For further discussion regarding the allowance for loan losses, see “Provision for Loan Losses” above.

Recoveries of loan losses of $16 thousand and $76 thousand were recorded in the construction and land development and consumer and other loan classes, respectively, during the three months ended March 31, 2021. The recovery of loan losses in the construction and land development and consumer and other loan classes resulted primarily from decreases in the general reserves. The decrease in the general reserve for the construction and land development loan class resulted from the impact of a decrease in loans. The decrease in the general reserve for the consumer and other loan class resulted from the impact of a decrease in loans and improvements in the historical loss rate. These recoveries were offset by provision for loan losses totaling $92 thousand in the 1-4 family residential, other real estate, and commercial and industrial loan classes. For more detailed information regarding the provision for loan losses, see Note 4 to the Consolidated Financial Statements.

Impaired loans totaled $6.8 million and $6.7 million at March 31, 2021 and December 31, 2020, respectively. The related allowance for loan losses provided for these loans totaled $2.2 million at March 31, 2021 and December 31, 2020. The average recorded investment in impaired loans during the three months ended March 31, 2021 and the year ended December 31, 2020 was $6.7 million and $3.9 million, respectively. Included in the impaired loans total are loans classified as TDRs totaling $6.0 million at March 31, 2021 and December 31, 2020. Loans classified as TDRs represent situations in which a modification to the contractual interest rate or repayment structure has been granted to address a financial hardship. As of March 31, 2021, none of these TDRs were performing under the restructured terms and all were considered non-performing assets.

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

COVID-19 Pandemic Impact on Asset Quality

The Bank anticipates the pandemic to have an unfavorable impact on the financial condition of many of its customers, and as a result, identified the related credit risk within its loan portfolio throughout 2020 with the goal of mitigating the risk and minimizing potential loan charge-offs. Management believes significant pressure on several sectors of the loan portfolio may continue, including those listed in the following table (dollars in thousands).

	March 31, 2021
	Loan Balance		Percent of Total Loans
Industry
Retail / shopping	$	28,027		4.39	%
Lodging		24,905		3.90	%
Leisure		9,690		1.52	%
Total	$	62,622		9.81	%

The Bank's asset quality has been negatively impacted by higher levels of nonaccrual loans. The magnitude of the potential decline in the Bank’s asset quality will likely depend on the severity and length of time and extent that the Bank’s customers experience business interruptions from the pandemic. The Bank modified loan agreements during the fourth quarter of 2020 for certain business customers to provide payment relief for periods that ranged between 6 and 24 months. These loans were not considered TDRs because they were modified in accordance with relief provisions of the CARES Act. The extent of asset quality deterioration that could result from these modified loans will be impacted by the continuation of customers' business interruptions beyond the modification periods.

Table of Contents

Securities

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

Securities at March 31, 2021 totaled $174.8 million, an increase of $18.5 million, or 12%, from $156.3 million at December 31, 2020. Investment securities are comprised of U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, corporate debt securities, and restricted securities. As of March 31, 2021, neither the Company nor the Bank held any derivative financial instruments in their respective investment security portfolios. Gross unrealized gains in the available for sale portfolio totaled $3.0 million and $4.0 million at March 31, 2021 and December 31, 2020, respectively. Gross unrealized losses in the available for sale portfolio totaled $1.2 million and $82 thousand at March 31, 2021 and December 31, 2020, respectively. Gross unrealized gains in the held to maturity portfolio totaled $419 thousand and $509 thousand at March 31, 2021 and December 31, 2020, respectively. There were no gross unrealized losses in the held to maturity portfolio at March 31, 2021 or December 31, 2020. Investments in an unrealized loss position were considered temporarily impaired at March 31, 2021 and December 31, 2020. The change in the unrealized gains and losses of investment securities from December 31, 2020 to March 31, 2021 was related to changes in market interest rates and was not related to credit concerns of the issuers.

Deposits

At March 31, 2021, deposits totaled $916.1 million, an increase of $73.6 million, from $842.5 million at December 31, 2020. There was a slight change in the deposit mix when comparing the periods. At March 31, 2021, noninterest-bearing demand deposits, savings and interest-bearing demand deposits, and time deposits composed 32%, 57%, and 11% of total deposits, respectively, compared to 31%, 57%, and 12% at December 31, 2020.

Liquidity

Liquidity represents the ability to meet present and future financial obligations through either the sale or maturity of existing assets or with borrowings from correspondent banks or other deposit markets. The Company classifies cash, interest-bearing and noninterest-bearing deposits with banks, federal funds sold, investment securities, and loans maturing within one year as liquid assets. As part of the Bank’s liquidity risk management, stress tests and cash flow modeling are performed quarterly.

As a result of the Bank’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Bank maintains overall liquidity sufficient to satisfy its depositors’ requirements and to meet its customers’ borrowing needs.

At March 31, 2021, cash, interest-bearing and noninterest-bearing deposits with banks, securities, and loans maturing within one year totaled $228.3 million. At March 31, 2021, 8% or $49.3 million of the loan portfolio matured within one year. Non-deposit sources of available funds totaled $239.0 million at March 31, 2021, which included $162.5 million of secured funds available from Federal Home Loan Bank of Atlanta (FHLB), $25.5 million of secured funds available through the Federal Reserve Discount Window, and $51.0 million of unsecured federal funds lines of credit with other correspondent banks.

On February 18, 2021, the Company entered into an agreement to acquire Fincastle for an aggregate purchase price of approximately $31.6 million of cash and stock. Cash consideration is expected to total 20%, or $6.7 million, and the remaining 80% of the consideration will be from the issuance of approximately 1.3 million shares of Company common stock. The Company estimates that it will incur aggregate pre-tax merger related costs of approximately $4.2 million during 2021.

COVID-19 Pandemic Impact on Liquidity

Although the Bank’s liquidity has not been negatively impacted by the pandemic during the first quarter of 2021, it could be reduced in future periods. Factors that could reduce the Bank’s liquidity include a reduction in cash inflows from loan customers if they would experience financial difficulties and are not able to make contractual payments. Other factors that could reduce liquidity include decreasing customer deposit balances, increasing customer draws on their lines of credit with the Bank, and a reduction in the available lines of credit from correspondent banks. The Bank actively manages and monitors liquidity risk in order to maintain sufficient liquidity to meet the demand from its customers.

Table of Contents

Capital Resources

The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to the size, composition, and quality of the Company’s asset and liability levels and consistent with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and absorb potential losses. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement issued in February 2015 and is no longer obligated to report consolidated regulatory capital.

Effective January 1, 2015, the Bank became subject to capital rules adopted by federal bank regulators implementing the Basel III regulatory capital reforms adopted by the Basel Committee on Banking Supervision (the Basel Committee), and certain changes required by the Dodd-Frank Act.

The minimum capital level requirements applicable to the Bank under the final rules are as follows: a new common equity Tier 1 capital ratio of 4.5%; a Tier 1 capital ratio of 6%; a total capital ratio of 8%; and a Tier 1 leverage ratio of 4% for all institutions. The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements. The capital conservation buffer was phased-in over four years and, as fully implemented effective January 1, 2019, requires a buffer of 2.5% of risk-weighted assets. This results in the following minimum capital ratios beginning in 2019: a common equity Tier 1 capital ratio of 7.0%, a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. Management believes, as of March 31, 2021 and December 31, 2020, that the Bank met all capital adequacy requirements to which it is subject, including the capital conservation buffer.

The following table shows the Bank’s regulatory capital ratios at March 31, 2021:

	First Bank
Total capital to risk-weighted assets		16.05	%
Tier 1 capital to risk-weighted assets		14.80	%
Common equity Tier 1 capital to risk-weighted assets		14.80	%
Tier 1 capital to average assets		8.78	%
Capital conservation buffer ratio⁽¹⁾		8.05	%

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

The prompt corrective action framework is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” a common equity Tier 1 capital ratio of 6.5%; a Tier 1 capital ratio of 8%; a total capital ratio of 10%; and a Tier 1 leverage ratio of 5%. The Bank met the requirements to qualify as "well capitalized" as of March 31, 2021 and December 31, 2020.

On September 17, 2019 the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (CBLR) framework), as required by the Economic Growth Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities. The CARES Act temporarily lowered the tier 1 leverage ratio requirement to 8% until December 31, 2020. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the "well-capitalized" ratio requirements under the prompt corrective action regulations and will not be required to report or calculate risk-based capital. Although, the Company did not opt into the CBLR framework at March 31, 2021, it may opt into the CBLR framework in a future quarterly period.

During the fourth quarter of 2019, the Board of Directors of the Company authorized a stock repurchase plan pursuant to which the Company may repurchase up to $5.0 million of the Company’s outstanding common stock through December 31, 2020. During 2020, the Company repurchased and retired 129,035 shares at an average price paid per share of $16.05, for a total of $2.1 million. The Company has not authorized another stock repurchase plan as of March 31, 2021.

The Company’s capital resources may be affected by the Company’s acquisition of Fincastle, which is expected to be completed in the third quarter of 2021. Fincastle shareholders are expected to receive aggregate merger consideration of $6.7 million in cash and approximately 1.3 million shares of the Company’s common stock. First Bank is not expected to pay a significant dividend to the Company prior to the completion of the merger to fund the cash portion of the purchase price and the Company’s merger related expenses. Although First Bank’s capital is not expected to be impacted by a significant dividend, the acquisition of Fincastle is expected to generate goodwill and other intangible assets that will be excluded from the regulatory capital of First Bank, which may result in a decrease in First Bank’s regulatory capital ratios. Additionally, the Company expects to incur aggregate pre-tax merger related expenses of approximately $4.2 million during 2021. For the three months ended March 31, 2021, the Company incurred $405 thousand of merger related expenses. First Bank expects that it will remain well-capitalized following the completion of the Company’s acquisition of Fincastle.

COVID-19 Pandemic Impact on Capital Resources

The Company will continue to update its enterprise risk assessment and capital plan as the operating environment develops. As a result of its risk assessments and capital planning, the Company issued $5.0 million of subordinated debt in June 2020, primarily to further strengthen holding company liquidity and remain a source of strength for the Bank in the event of a severe economic downturn. The Company may also use the proceeds of the issuance for general corporate purposes, including the potential repayment of the Company’s existing subordinated debt, which became callable on a quarterly basis beginning in January 2021. The Company’s stock repurchase plan remained suspended during the second, third and fourth quarters of 2020 and ended on December 31, 2020. The Company has not authorized another stock repurchase plan due to the potential impact of the pandemic on the economy and the Bank’s customers. The capital planning process also included consideration of whether to continue the Company’s cash dividend payments to common shareholders. The Company declared and paid a $0.12 per share dividend during the first quarter, which was a 9% increase over the prior quarter.

Table of Contents

Contractual Obligations

There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Off-Balance Sheet Arrangements

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

Commitments to extend credit, which amounted to $117.5 million at March 31, 2021, and $114.9 million at December 31, 2020, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Bank, is based on management’s credit evaluation of the customer.

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

Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments if deemed necessary. At March 31, 2021 and December 31, 2020, the Bank had $9.7 million and $10.7 million in outstanding standby letters of credit, respectively.

At March 31, 2021, the Bank had $14.5 million in locked-rate commitments to originate mortgage loans. Risks arise from the possible inability of counterparties to meet the terms of their contracts. The Bank does not expect any counterparty to fail to meet its obligations.

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

The interest rate swaps qualified and are designated as cash flow hedges. The Company’s cash flow hedges effectively modify the Company’s exposure to interest rate risk by converting variable rates of interest on $9.0 million of the Company’s junior subordinated debt to fixed rates of interest. The cash flow hedges end and the junior subordinated debt matures between June 2034 and October 2036. The cash flow hedges’ total notional amount is $9.0 million. At March 31, 2021, the cash flow hedges had a fair value of $1.4 million, which is recorded in other assets. The net gain/loss on the cash flow hedges is recognized as a component of other comprehensive (loss) income and reclassified into earnings in the same period(s) during which the hedged transactions affect earnings. The Company’s derivative financial instruments are described more fully in Note 16 to the Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2021 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.

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

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of its operations, the Company is a party to various legal proceedings. As of the date of this report, there are no pending or threatened proceedings against the Company, other than as set forth below, that, if determined adversely, would have a material effect on the business, results of operations, or financial position of the Company.

On April 27, 2021, Alex Ciccotelli, a purported shareholder of Fincastle, filed a lawsuit in the United States District Court for the Southern District of New York against Fincastle, members of the Fincastle board of directors, the Company and the Bank: Ciccotelli v. The Bank of Fincastle et al. The lawsuit contains allegations contending, among other things that the registration statement on Form S-4 misstates or fails to disclose certain allegedly material information in violation of federal securities laws. The lawsuit generally seeks, among other things, to enjoin the shareholder vote with respect to the merger and/or the completion of the merger, that certain corrective disclosures be made, and to recover damages. The defendants have not yet answered or otherwise responded to the complaint. Fincastle, the Fincastle board of directors, the Company and the Bank believe this lawsuit is without merit and intends to defend against it vigorously.

Item 1A. Risk Factors

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020.

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Table of Contents

Item 6. Exhibits

The following documents are attached hereto as Exhibits:

31.1	Certification of Chief Executive Officer, Section 302 Certification.

31.2	Certification of Chief Financial Officer, Section 302 Certification.

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

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

101	The following materials from First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

104	The cover page from First National Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (included with Exhibit 101).

Table of Contents

SIGNATURES

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


FIRST NATIONAL CORPORATION
(Registrant)

/s/ Scott C. Harvard				May 17, 2021
Scott C. Harvard				Date
President and Chief Executive Officer

/s/ M. Shane Bell				May 17, 2021
M. Shane Bell				Date
Executive Vice President and Chief Financial Officer

FIRST NATIONAL CORP /VA/ - FORM 10-Q - May 17, 2021

Attached files

FIRST NATIONAL CORP /VA/ Reports