
PART I – FINANCIAL INFORMATION Financial Statements Unaudited condensed consolidated financial statements are presented, detailing CECL adoption, and disclosures on securities, loans, and derivatives Condensed Consolidated Balance Sheets (Unaudited) | ($ in thousands) | June 2023 | December 2022 | | :--- | :--- | :--- | | Total assets | $ 1,341,435 | $ 1,335,633 | | Loans, net of unearned income | 984,824 | 962,075 | | Allowance for credit losses | (15,795) | (13,818) | | Available-for-sale securities | 227,996 | 238,780 | | Total liabilities | $ 1,223,769 | $ 1,217,205 | | Total deposits | 1,071,156 | 1,086,665 | | Federal Home Loan Bank advances | 81,300 | 60,000 | | Total shareholders' equity | $ 117,666 | $ 118,428 | Condensed Consolidated Statements of Income (Unaudited) | ($ in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $ 9,829 | $ 9,593 | $ 20,153 | $ 18,070 | | Total provision for credit losses | 145 | - | 395 | - | | Total noninterest income | 4,361 | 4,673 | 8,027 | 10,475 | | Total noninterest expense | 10,339 | 10,802 | 21,112 | 21,661 | | Net Income | $ 3,075 | $ 2,834 | $ 5,525 | $ 5,647 | | Diluted EPS | $ 0.44 | $ 0.40 | $ 0.79 | $ 0.79 | - On January 1, 2023, the Company adopted the CECL (Current Expected Credit Loss) accounting standard. The transition adjustment included a $1.4 million increase in the allowance for credit losses (ACL) and a $1.1 million increase to establish a reserve for unfunded commitments, resulting in a $2.0 million decrease to retained earnings2628 - As of June 30, 2023, the company had no allowance for credit losses related to its available-for-sale debt securities portfolio, despite having $41.6 million in gross unrealized losses, which management believes are temporary and not credit-related3257 - The unpaid principal balance of mortgage loans serviced for others was approximately $1.35 billion at both June 30, 2023, and December 31, 2022. The carrying value of mortgage servicing rights (MSRs) was $13.7 million at June 30, 2023101102 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Q2 and H1 2023 financial results, covering net income, interest rate impacts, balance sheet changes, asset quality, capital, and liquidity Results of Operations Q2 2023 net income increased due to higher net interest income, while H1 2023 net income slightly decreased, primarily from reduced noninterest income and mortgage banking activity Q2 2023 vs Q2 2022 Performance | Metric ($ in thousands) | Q2 2023 | Q2 2022 | Change | | :--- | :--- | :--- | :--- | | Net Income | $3,100 | $2,800 | +8.5% | | Diluted EPS | $0.44 | $0.40 | +10.0% | | Net Interest Income | $9,800 | $9,600 | +2.1% | | Noninterest Income | $4,400 | $4,700 | -6.4% | | Noninterest Expense | $10,300 | $10,800 | -4.6% | H1 2023 vs H1 2022 Performance | Metric ($ in thousands) | H1 2023 | H1 2022 | Change | | :--- | :--- | :--- | :--- | | Net Income | $5,500 | $5,600 | -2.2% | | Diluted EPS | $0.79 | $0.79 | 0.0% | | Net Interest Income | $20,200 | $18,100 | +11.6% | | Noninterest Income | $8,000 | $10,500 | -23.8% | | Noninterest Expense | $21,100 | $21,700 | -2.8% | - Mortgage loan originations declined significantly due to higher interest rates and limited housing supply. Q2 2023 originations were $65.4 million, down from $95.4 million in Q2 2022. H1 2023 originations were $114.8 million, down from $192.8 million in H1 2022172180 - Funding costs for interest-bearing liabilities rose sharply to 1.90% in Q2 2023 from 0.39% in Q2 2022, driven by the rapid increase in the Federal Funds rate and competition for deposits170 Changes in Financial Condition Total assets slightly increased, loans grew, and deposits decreased, leading to increased borrowed funds, while the allowance for credit losses rose due to CECL adoption Balance Sheet Changes (June 30, 2023 vs. Dec 31, 2022) | Item ($ in millions) | June 30, 2023 | Dec 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Total Assets | $1,341.4 | $1,335.6 | +$5.7 | | Total Loans | $984.8 | $962.1 | +$22.7 | | Total Deposits | $1,071.2 | $1,086.7 | -$15.5 | | Borrowed Funds | $132.3 | $104.8 | +$27.5 | | Total Equity | $117.7 | $118.4 | -$0.7 | - Uninsured deposits decreased to approximately $160.0 million as of June 30, 2023, from $220.1 million at December 31, 2022184 - The allowance for credit losses increased to $15.8 million, up $2.0 million from year-end 2022. This was primarily due to a $1.4 million adjustment for the adoption of CECL and $0.6 million in provisions net of charge-offs186 Capital Resources and Liquidity State Bank remained well capitalized, maintaining strong liquidity through liquid assets and borrowing capacity, despite negative operating cash flow in H1 2023 offset by financing activities State Bank Capital Ratios (June 30, 2023) | Ratio | Actual | Well Capitalized Minimum | | :--- | :--- | :--- | | Tier I Capital to average assets | 10.74% | 5.0% | | Tier I Common equity capital to risk-weighted assets | 13.18% | 6.5% | | Tier I Capital to risk-weighted assets | 13.18% | 8.0% | | Total Risk-based capital to risk-weighted assets | 14.43% | 10.0% | - Liquid assets totaled $255.9 million at June 30, 2023. The company also had approximately $91.5 million of additional borrowing capacity from the FHLB and $150.1 million in unpledged securities available for further borrowings191199 - For H1 2023, net cash used by operating activities was $0.9 million, and net cash used in investing activities was $14.0 million. Net cash provided by financing activities was $8.1 million, driven by a $48.8 million increase in time deposits and a net $21.3 million increase in FHLB advances, which offset a $64.3 million decrease in transaction deposits195196197 Quantitative and Qualitative Disclosures About Market Risk No material change in market risk profile is reported, with interest rate risk remaining the primary exposure managed through asset/liability processes without derivatives - Management confirms there has been no material change in the Company's market risk from the information provided in the Annual Report on Form 10-K for the year ended December 31, 2022208 - The Company's primary market risk is interest rate risk, arising from the potential for adverse movements in interest rates to affect net interest income and the value of its financial instruments201202 - The Company does not currently utilize any derivative financial instruments to manage interest rate risk but may implement such strategies in the future as market conditions warrant207 Controls and Procedures Management, including CEO and CFO, concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - The President and CEO, along with the EVP and CFO, concluded that the Company's disclosure controls and procedures were effective as of the end of the quarterly period covered by the report209211 - There were no changes in the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, these controls210 PART II – OTHER INFORMATION Legal Proceedings The company is involved in various ordinary course legal actions, with management expecting no material adverse effect on financial position or results - The Company is party to various legal actions incidental to its ordinary course of business, and management does not expect any resulting liability to have a material adverse effect on its financial condition or results212 Risk Factors A supplemental risk factor highlights the potential inability to obtain necessary liquidity, especially concerning rapid deposit outflows due to loss of depositor confidence - A supplemental risk factor has been added concerning the potential inability to obtain needed liquidity, which could adversely affect the business. This is contextualized by the 2023 bank failures and the potential for accelerated deposit withdrawals if confidence is lost215 Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased 91,260 common shares in Q2 2023 under its December 2022 program, with 333,622 shares remaining available for repurchase Share Repurchases for Q2 2023 | Period | Total Shares Purchased | Weighted Average Price Paid per Share | | :--- | :--- | :--- | | April 2023 | 35,834 | $14.49 | | May 2023 | 25,010 | $13.49 | | June 2023 | 30,416 | $12.85 | | Total | 91,260 | $13.67 | - The share repurchase program, announced December 21, 2022, authorizes the repurchase of up to 500,000 common shares through December 31, 2024216 Defaults Upon Senior Securities Not applicable - Not applicable218 Mine Safety Disclosures Not applicable - Not applicable220 Other Information Not applicable - Not applicable220 Exhibits This section lists exhibits filed with Form 10-Q, including certifications by executive officers and Inline XBRL documents for financial reporting - The report includes certifications from the Principal Executive Officer and Principal Financial Officer under Rule 13a-14(a)/15d-14(a) and Section 1350221 - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation) are included as exhibits221