Overview and Highlights at and for Three Months Ended March 31, 2022



The Company earned net income of $34.0 million, or $0.95 diluted EPS, during the
three months ended March 31, 2022 compared to net income of $28.2 million, or
$0.99 diluted EPS, for the three months ended March 31, 2021. The main drivers
to the increase in net income are presented below. Refer also to additional
discussion in the Results of Operations section following.

•On October 15, 2021 we acquired Select Bancorp, Inc. ("Select") which was
headquartered in Dunn, North Carolina and which contributed total assets of $1.8
billion, total loans of $1.3 billion, and total deposits of $1.6 billion as of
the acquisition date. As such, comparisons for the financial periods presented
are impacted by our acquisition of Select.

•Net interest income for the first quarter of 2022 was $76.9 million, a 39.2%
increase from the $55.2 million recorded in the first quarter of 2021. The
increase in net interest income from the prior year period was driven by higher
earning assets related to both the Select acquisition and organic growth, offset
somewhat by a reduction in net interest margin ("NIM").

•For the three months ended March 31, 2022, the Company recorded a provision for
credit losses of $3.5 million based on changes in the loan portfolio and
economic forecasts, and a reversal of the provision for unfunded commitments of
$1.5 million related to fluctuations in the levels and mix of outstanding loans
commitments. No provision for credit losses or unfunded commitments was required
in the comparable period of 2021, which was the first quarter we adopted CECL.

•Noninterest income declined $1.4 million, or 6.9%, from the prior year period
primarily due to a $3.4 million decrease in mortgage banking income related to
lower levels of activity, a $2.0 million decrease in SBA consulting fees due to
lower PPP-related revenues, and a $1.2 million decrease in commissions on sales
of financial and insurance products due to the sale of substantially all of the
assets of our property and casualty insurance agency subsidiary in June 2021.
Reductions in noninterest income were substantially offset by higher levels of
transactions and number of accounts generating service charge income and
bankcard revenue.

•Noninterest expense increased $11.4 million, or 28.5% for the quarter ended
March 31, 2022 as compared to the prior year. Included in the March 31, 2022
quarter was $3.5 million in merger and acquisition expenses primarily related to
computer system conversion costs. The balance of the increase in noninterest
expenses was driven by higher operating expenses resulting from the Select
acquisition.

•Income tax expense increased $1.0 million relative to the higher pre-tax
income. The effective tax rates were 20.4% and 21.3% for the first quarter of
2022 and 2021, respectively. The lower effective tax rate in the first quarter
of 2022 was related to higher tax exempt income in that quarter relative to
taxable income.

Total assets at March 31, 2022 amounted to $10.7 billion, a 1.4% increase from
December 31, 2021. The primary balance sheet changes are presented below. Refer
also to additional discussion in the Financial Condition section following.

•Total loans amounted to $6.1 billion at March 31, 2022, a decrease of $17.0
million, or 0.28% from year end due primarily to reductions in PPP loans through
forgiveness which more than offset organic growth during the first quarter of
2022.

•Total investment securities increased $86.9 million from December 31, 2021 to a total of $3.2 billion at March 31, 2022, as the Company deployed excess liquidity during the period.



•Total deposits amounted to $9.4 billion at March 31, 2022, an increase of
$260.5 million, or 2.9%, from December 31, 2021. The high core deposit growth is
believed to be due to a combination of stimulus funds and changes in customer
behaviors during the pandemic, as well as our ongoing growth and retention
initiatives.

•We remain well-capitalized by all regulatory standards with a total common equity Tier 1 ratio of 12.85% and total risk-based capital ratio of 14.99%.



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•Accumulated other comprehensive loss increased $140.0 million related to higher
unrealized losses on available for sale securities due to increased market rates
experienced in the first quarter of 2022.

Impact of COVID-19



Our market areas and local economies continue to show signs of recovery from the
impact of the COVID-19 pandemic, However, the current pandemic is ongoing and
dynamic in nature, and there are many related uncertainties, including, among
other things, its severity and new variants that may arise; its ultimate
duration and infection spikes that may occur; the impact on our customers,
employees and vendors; the impact on the financial services and banking
industry; and the ongoing impact on the economy as a whole.

Our financial position and results of operations are particularly susceptible to
the ability of our loan customers to meet loan obligations, the availability of
our workforce, the availability of our vendors and supply chain issues, and the
decline in the value of assets held by us. The impact of the COVID-19 pandemic
lessened in 2021, and we experienced increased commercial activity throughout
our market areas. We have not realized significant negative impact on our loan
portfolio or asset quality. Further, all COVID-19 deferral status loans have
returned to regular payment schedules. While the economic pressures and
uncertainties arising from the COVID-19 pandemic have resulted in, and may
continue to result in, specific changes in consumer and business spending and
borrowing habits, we have seen improvements in many industries in which we have
loan exposure including retail/strip centers, hotels/lodging, restaurants,
entertainment, and commercial real estate.

The ongoing impact on the Company of the continuing pandemic is uncertain. The
extent to which the COVID-19 pandemic has a further impact on our business,
results of operations, and financial condition, as well as our regulatory
capital and liquidity ratios, will depend on future developments, which are
highly uncertain and cannot be predicted, including the scope and duration of
the COVID-19 pandemic and actions taken by governmental authorities and other
third parties in response to the COVID-19 pandemic.

Critical Accounting Policies and Estimates



The accounting principles we follow and our methods of applying these principles
conform with GAAP and with general practices followed by the banking industry.
Certain of these principles involve a significant amount of judgment and may
involve the use of estimates based on our best assumptions at the time of the
estimation. We have identified the accounting policies discussed below as being
more sensitive in terms of judgments and estimates taking into account their
overall potential impact to our consolidated financial statements.

Allowance for Credit Losses on Loans and Unfunded Commitments



The ACL represents management's current estimate of credit losses for the
remaining estimated life of financial instruments. We perform periodic and
systematic detailed reviews of the loan portfolio to identify trends and to
assess the overall collectability of the portfolio. We believe the accounting
estimate related to the ACL is a "critical accounting estimate" as: (1) changes
in it can materially affect the provision for credit losses and net income; (2)
it requires management to predict borrowers' likelihood or capacity to repay,
including evaluation of inherently uncertain future economic conditions; (3) the
value of underlying collateral must be estimated on collateral-dependent loans;
(4) prepayment activity must be projected to estimate the life of loans that
often are shorter than contractual terms; and (5) it requires estimation of a
reasonable and supportable forecast period for credit losses. Accordingly, this
is a highly subjective process and requires significant judgment since it is
difficult to evaluate current and future economic conditions in relation to an
overall credit cycle and estimate the timing and extent of loss events that are
expected to occur prior to end of a loan's estimated life.

Our ACL is assessed at each balance sheet date and adjustments are recorded in
the provision for credit losses. The ACL is estimated based on loan level
characteristics using historical loss rates, a reasonable and supportable
economic forecast, and assumptions of probability of default and loss given
default. Loan balances considered uncollectible are charged-off against the ACL.
There are many factors affecting the ACL, some of which are quantitative, while
others require qualitative judgment. Although management believes its process
for determining the ACL adequately considers all the potential factors that
could potentially result in credit losses, the process includes subjective
elements and is susceptible to significant change. To the extent actual outcomes
differ from management estimates, additional provision for credit losses could
be required that could adversely affect our earnings or financial position in
future periods.

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Purchased credit deteriorated ("PCD") loans represent assets that are acquired
with evidence of more than insignificant credit quality deterioration since
origination as of the acquisition date. At acquisition, the allowance for credit
losses on PCD assets is booked directly to the ACL. Any subsequent changes in
the ACL on PCD assets is recorded through the provision for credit losses.

We believe that the ACL is adequate to absorb the expected life of loan credit
losses on the portfolio of loans as of the balance sheet date. Actual losses
incurred may differ materially from our estimates.

We estimate expected credit losses on commitments to extend credit over the
contractual period in which we are exposed to credit risk on the underlying
commitments, unless the obligation is unconditionally cancellable. The allowance
for off-balance sheet credit exposures, which is included in "Other liabilities"
on the Consolidated Balance Sheets, is adjusted for as an increase or decrease
to the provision for unfunded commitments. The estimate includes consideration
of the likelihood that funding will occur and an estimate of expected credit
losses on commitments expected to be funded over its estimated life. The
methodology is based on a loss rate approach that starts with the probability of
funding based on historical experience. Similar to methodology discussed above
related to the loans receivable portfolio, adjustments are made to the
historical losses for current conditions and reasonable and supportable
forecast.

Goodwill and Other Intangible Assets



We believe that the accounting for goodwill and other intangible assets also
involves a higher degree of judgment than most other significant accounting
policies. Accounting Standards Codification 350-10 establishes standards for the
amortization of acquired intangible assets, generally over the estimated useful
life of the related assets, and impairment assessment of goodwill. At March 31,
2022, we had core deposit and other intangibles of $16.9 million subject to
amortization and $364.3 million of goodwill, which is not subject to
amortization.

Goodwill arising from business combinations represents the excess of the
purchase price over the sum of the estimated fair values of the tangible and
identifiable intangible assets acquired less the estimated fair value of the
liabilities assumed. Goodwill has an indefinite useful life and is evaluated for
impairment annually or more frequently if events and circumstances indicate that
the asset might be impaired. An impairment loss is recognized to the extent that
the carrying amount exceeds the asset's fair value. At each reporting date
between annual goodwill impairment tests, we consider potential indicators of
impairment. During 2022 there were no triggers warranting interim impairment
assessments and for the 2021 annual assessment, we concluded that it was more
likely than not that the fair value exceeded its carrying value.

The primary identifiable intangible asset we typically record in connection with
a whole bank or bank branch acquisition is the value of the core deposit
intangibles which represent the estimated value of the long-term deposit
relationships acquired in the transaction. Determining the amount of
identifiable intangible assets and their average lives involves multiple
assumptions and estimates and is typically determined by performing a discounted
cash flow analysis, which involves a combination of any or all of the following
assumptions: customer attrition/runoff, alternative funding costs, deposit
servicing costs, and discount rates. The core deposit intangibles are amortized
over the estimated useful lives of the deposit accounts based on a method that
we believe reasonably approximates the anticipated benefit stream from this
intangible. The estimated useful lives are periodically reviewed for
reasonableness and have generally been estimated to have a life ranging from
seven to ten years, with an accelerated rate of amortization. We review
identifiable intangible assets for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Our
policy is that an impairment loss is recognized, equal to the difference between
the asset's carrying amount and its fair value, if the sum of the expected
undiscounted future cash flows is less than the carrying amount of the asset.
Estimating future cash flows involves the use of multiple estimates and
assumptions, such as those listed above.

Current Accounting Matters

See Note 2 to the Consolidated Financial Statements for information about recently announced or adopted accounting standards.





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RESULTS OF OPERATIONS

Net Interest Income

Net interest income is our largest source of revenue and is the difference
between the interest earned on interest-earning assets (generally loans and
investment securities) and the interest expense incurred in connection with
interest-bearing liabilities (generally deposits and borrowed funds). Changes in
the net interest income are the result of changes in volume and the net interest
spread which affects NIM. Volume refers to the average dollar levels of
interest-earning assets and interest-bearing liabilities. Net interest spread
refers to the difference between the average yield on interest-earning assets
and the average cost of interest-bearing liabilities. NIM refers to net interest
income divided by average interest-earning assets and is influenced by the level
and relative mix of interest-earning assets and interest-bearing liabilities.
Net interest income is also influenced by external factors such as local
economic conditions, competition for loans and deposits, and market interest
rates.

Net interest income for the three months ended March 31, 2022 amounted to $76.9
million, an increase of $21.6 million, or 39.2%, from the $55.2 million recorded
in the first quarter of 2021. Net interest income on a tax-equivalent basis for
the three month period ended March 31, 2022 amounted to $77.6 million, an
increase of $21.9 million, or 39.3%, from the $55.7 million recorded in the
first quarter of 2021. For internal purposes, we evaluate our NIM on a
tax-equivalent basis by adding the tax benefit realized from tax-exempt loans
and securities to reported interest income then dividing by total average
earning assets. We believe that analysis of NIM on a tax-equivalent basis is
useful and appropriate because it allows a comparison of net interest in
different periods without taking into account the different mix of taxable
versus non-taxable loans and investments that may have existed during those
periods.

The following table presents an analysis of net interest income.



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Average Balances and Net Interest Income Analysis

For the Three Months Ended March 31,


                                                                   2022                                                        2021
($ in thousands)                                                                      Interest                                                    Interest
                                              Average              Average             Earned             Average              Average             Earned
                                              Volume                 Rate              or Paid             Volume                Rate              or Paid
Assets
Loans (1) (2)                             $  6,051,487                 4.30  %       $ 64,202          $ 4,684,143                 4.42  %       $ 51,073
Taxable securities                           2,995,377                 1.79  %         13,210            1,652,834                 1.45  %          5,913
Non-taxable securities                         288,468                 1.47  %          1,048               67,196                 1.95  %            

323


Short-term investments, primarily              478,861                 0.55  %            649              494,233                 0.57  %            

700


interest-bearing cash
Total interest-earning assets                9,814,193                 3.27  %         79,109            6,898,406                 3.41  %         58,009

Cash and due from banks                        115,748                                                      80,898
Premises and equipment                         135,990                                                     121,798
Other assets                                   498,488                                                     376,724
Total assets                              $ 10,564,419                                                 $ 7,477,826

Liabilities
Interest-bearing checking                 $  1,576,323                 0.06  %       $    224          $ 1,203,942                 0.09  %       $    266
Money market deposits                        2,606,133                 0.13  %            853            1,650,387                 0.23  %            918
Savings deposits                               721,911                 0.06  %            108              538,781                 0.10  %            130
Time deposits >$100,000                        581,979                 0.30  %            430              555,180                 0.63  %            858
Other time deposits                            298,570                 0.21  %            156              224,045                 0.39  %            216
Total interest-bearing deposits              5,784,916                 0.12  %          1,771            4,172,335                 0.68  %          2,388
Borrowings                                      67,381                 2.77  %            460               61,405                 2.53  %            383
Total interest-bearing liabilities           5,852,297                 0.15  %          2,231            4,233,740                 0.27  %          

2,771



Noninterest-bearing checking                 3,435,437                                                   2,301,780
Other liabilities                               66,563                                                      57,116
Shareholders' equity                         1,210,122                                                     885,190
Total liabilities and
shareholders' equity                      $ 10,564,419                                                 $ 7,477,826

Net yield on interest-earning assets and
net interest income                                                    3.18  %       $ 76,878                                      3.25  %       $ 

55,238


Net yield on interest-earning assets and
net interest income - tax-equivalent (3)                               3.21  %       $ 77,575                                      3.27  %       $ 55,681

Interest rate spread                                                   3.17  %                                                     3.14  %

Average prime rate                                                     3.29  %                                                     3.25  %


(1)  Average loans include nonaccruing loans, the effect of which is to lower
the average rate shown. Interest earned includes recognized net loan fees,
including late fees, prepayment fees, and deferred loan fee amortization
(including deferred PPP fees), in the amounts of $1.4 million, and $3.4 million
for three months ended March 31, 2022 and 2021, respectively.
(2) Includes accretion of discount on acquired and SBA loans of $2.3 million and
$1.3 million for three months ended March 31, 2022 and 2021, respectively.
(3)  Includes tax-equivalent adjustments of $697,000 and $443,000 for three
months ended March 31, 2022 and 2021, respectively, to reflect the tax benefit
that we receive related to tax-exempt securities and tax-exempt loans, which
carry interest rates lower than similar taxable investments/loans due to their
tax exempt status. This amount has been computed assuming a 23% tax rate and is
reduced by the related nondeductible portion of interest expense.








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Overall, as demonstrated in the table above, net interest income grew $21.6
million for the three months ended March 31, 2022 from the comparable period of
the prior year. Higher earning asset volumes, from both organic growth and the
Select acquisition, and lower rates on interest-bearing liabilities, which were
partially offset by lower yields on interest-earning assets, drove the increase.

•Average loan volumes for the three months ended March 31, 2022 were $1.4 billion higher than the same period in 2021. Higher volumes were partially offset by lower interest rates on loans related to the general low market rate environment, resulting in an increase in loan interest income of $13.1 million.



•Higher average volume of $1.6 billion on total securities resulted in an
increase of $8.0 million in interest income for the three months ended March 31,
2022 when compared to the same period in 2021. Also contributing to the increase
in interest income was the higher yields on the portfolio as reinvestment rates
increased between the periods.

•Lower interest rates paid on deposits drove a $0.6 million decrease in deposit
interest expense for the three months ended March 31, 2022 compared to the same
period in 2021. Reductions in rates on deposits more than offset the $1.6
billion increase in average volume for total interest-bearing deposits.

•The reduction in NIM was in large part a result of general low market rate
environment through most of 2021 and the shift of earning asset mix to lower
yielding investment securities from loans as excess liquidity was deployed to
securities.

Our NIM for all periods benefited from the net accretion income, primarily associated with purchase accounting premiums/discounts associated with acquisitions. Presented in the table below is the amount of accretion which increased net interest income in each year.



                                                                     Three Months Ended March 31,
($ in thousands)                                                     2022                    2021

Interest income - increased by accretion of loan discount on acquired loans

$        1,671                    752

Interest income - increased by accretion of loan discount on retained SBA loans

                                                        667                    589
Total interest income impact                                            2,338                  1,341
Interest expense - reduced by premium amortization of deposits            234                     15

Interest expense - increased by discount accretion of borrowings

                                                                (73)                   (44)
Total net interest expense impact                                         161                    (29)
Total impact on net interest income                            $        2,499                  1,312


The increase in loan discount accretion on purchased loans for the first quarter
of 2022 as compared to the prior year was driven by the loans acquired from
Select in the fourth quarter of 2021. Generally the level of loan discount
accretion will decline each year due to the natural paydowns in acquired loan
portfolios. At March 31, 2022 and 2021, unaccreted loan discount on purchased
loans amounted to $15.6 million and $12.7 million, respectively.

In addition to the loan discount accretion recorded on acquired loans, we record
accretion on the discounts associated with the retained unguaranteed portions of
SBA loans sold in the secondary market. The level of SBA loan discount accretion
will vary relative to fluctuations in the SBA loan portfolio. At March 31, 2022
and 2021, unaccreted loan discount on SBA loans amounted to $5.9 million and
$7.1 million, respectively.

Amortization of net deferred loan fees also impacts interest income. During the
first quarter of 2022, we amortized net deferred PPP fees of $1.3 million as
interest income compared to $3.0 million for the first quarter of 2021. At
March 31, 2022, we had $1.3 million in remaining deferred PPP origination fees
that will be recognized over the lives of the loans, with accelerated
amortization expected to result from the loan forgiveness process. We expect
substantially all of these fees will be recognized in the second quarter of 2022
as a result of the loan forgiveness process.




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Provision for Credit Losses and Provision for Unfunded Commitments



The provisions for credit losses represents our current estimate of life of loan
credit losses in the loan portfolio and unfunded loan commitments. Our estimate
of credit losses is determined using a complex model that relies on reasonable
and supportable forecasts and historical loss information to determine the
balance of the ACL and resulting provision for credit losses. The provision for
unfunded commitments represents expected losses on unfunded loan commitments
that are expected to result in outstanding loan balances. The allowance for
unfunded commitments is included in "Other liabilities" in the Consolidated
Balance Sheets.

The provision for credit losses of $3.5 million for the three months ended March
31, 2022 was based on changes in the loan portfolio and updated economic
forecasts, and is compared to no provision for the three months ended March 31,
2021. The amount of provision recorded in each period was the amount required
such that the total ACL reflected the appropriate balance as determined under
CECL. We recorded a reversal of provision for unfunded commitments for the three
months ended March 31, 2022 totaling $1.5 million related primarily to the
fluctuations in the levels and mix of outstanding loan commitments. There was no
provision for unfunded commitments for the three months ended March 31, 2021.

Additional discussion of our asset quality and credit metrics, which impact our provision for credit losses, is provided in the "Nonperforming Assets" and "Allowance for Credit Losses and Loan Loss Experience" sections following.

Noninterest Income



Our noninterest income amounted to $19.3 million and $20.7 million for the three
months ended March 31, 2022 and 2021, respectively. Included in noninterest
income was nonrecurring amounts totaling $1.6 million in other gains and $34,000
in other losses for the three months ended March 31, 2022 and 2021,
respectively. The following table presents the primary components of noninterest
income.

                                                                         For the Three Months Ended March 31,
($ in thousands)                                                             2022                    2021
Service charges on deposit accounts                                   $         3,541                   2,733

Other service charges, commissions and fees - net bankcard interchange

                                                                     4,711                   3,523
Other service charges, commissions, and fees - other                            2,294                   1,999
Fees from presold mortgage loans                                                1,121                   4,544
Commissions from sales of insurance and financial products                        945                   2,190
SBA consulting fees                                                               780                   2,764
SBA loan sale gains                                                             3,261                   2,330
Bank-owned life insurance ("BOLI") income                                         976                     620
Other gains (losses), net                                                       1,622                     (34)
Noninterest income                                                    $        19,251                  20,669


Service charges on deposit accounts increased $0.8 million, or 30%, for the
three months ended March 31, 2022 as compared to the three months ended March
31, 2021. The increase was driven by the higher number of new customers and
transaction accounts generating fees from both organic growth and the Select
acquisition.

Other service charges, commissions and fees - net bankcard interchange
represents interchange income from debit and credit card transactions, net of
associated interchange expense, and totaled $4.7 million for the three months
ended March 31, 2022, a 34% increase from the $3.5 million for the three months
ended March 31, 2021. The growth in card usage by our customers is related to
the higher volume of outstanding cards giving rise to increased transaction
volume as well as customer payment preferences. Because the Company exceeded $10
billion in total assets at December 31, 2021, it is expected that bankcard
revenue will be adversely impacted by the Durbin Amendment to the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 limit on debit card
interchange fees beginning July 1, 2022.

Other service charges, commissions and fees - other includes items such as SBA
guarantee servicing fees, ATM charges, wire transfer fees, safety deposit box
rentals, fees from sales of personalized checks, and check cashing fees. The
increase in this line item for the three months ended March 31, 2022 compared to
the three months ended

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March 31, 2021 of $0.3 million, or 15%, was primarily due to growth in the number of accounts and related transaction activity, as well as the Bank's deposit base increases.



Fees from presold mortgages amounted to $1.1 million for the three months ended
March 31, 2022, a decline of $3.4 million, or 75%, from the same time period in
2021. The decrease was due to the general decline in home mortgage refinancings
and new originations during 2022 as compared to the prior year.

Commissions from sales of insurance and financial products amounted to $0.9 million for the three months ended March 31, 2022, down $1.2 million from the same period in 2021. The decrease is due to the sale of the majority of the assets of our property and casualty insurance subsidiary in June 2021.



The reduction in SBA consulting services for the three months ended March 31,
2022, compared to the same period in 2021 of $2.0 million, or 72%, is directly
related to the wind-down of the PPP loan program and lower related revenues
earned in the current period. SBA loan sale gains were up $0.9 million, or 40%,
for the three months ended March 31, 2022 compared to the three months ended
March 31, 2021 relating to the timing of sales and the volume of originated
loans available to be sold in each period.

The increase in BOLI income for the three months ended March 31, 2022, compared
to the same period in 2021, of $0.4 million was related to the acquisition of
Select which contributed $31.0 million in BOLI as of the date of acquisition.

Other gains (losses), net amounted to a net gain of $1.6 million for the three
months ended March 31, 2022 due primarily to death benefits realized on BOLI
policies.

Noninterest Expenses

Total noninterest expenses totaled $51.5 million and $40.1 million for the three
months ended March 31, 2022 and 2021, respectively. Included in noninterest
expense was nonrecurring merger and acquisition costs totaling $3.5 million for
the three months ended March 31, 2022. There were no merger costs for the
comparable period of 2021. The following table presents the primary components
of noninterest expense.

                                                           For the Three Months Ended March 31,
($ in thousands)                                                 2022                  2021
Salaries                                                   $      23,454          $    20,131
Employee benefits                                                  5,578                4,574
Total personnel expense                                           29,032               24,705
Occupancy expense                                                  3,384                2,904
Equipment related expenses                                         1,304                1,045
Merger and acquisition expenses                                    3,484                    -
Amortization of intangible assets                                  1,017                  897
Credit card rewards and other expenses                             1,243                1,076
Telephone and data lines                                             935                  751
Software costs                                                     1,574                1,207
Data processing expense                                            2,101                1,343
Advertising and marketing expense                                    911                  610
Foreclosed property (gains) losses, net                              (80)                 157
Non-credit losses                                                    602                  185
Other operating expenses                                           5,958                5,185
Total                                                      $      51,465          $    40,065



In general, the increase in noninterest expenses was driven by higher operating
expenses from personnel, locations, number of accounts, and higher level of
activity resulting from the Select acquisition completed in the fourth quarter
of 2021. Merger and acquisition expenses amounted to $3.5 million for the three
months ended March 31, 2022 primarily related to computer system conversion
costs.

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Total personnel expense increased from $24.7 million for the three months ended
March 31, 2021 to $29.0 million for the three months ended March 31, 2022, an
increase of $4.3 million, or 18%. Within personnel expense, total compensation
increased $3.3 million, or 16.5% primarily related to the incremental number of
associates from the Select acquisition, combined with regular annual salary
increases. Employee benefits expense increased $1.0 million, or 22% relative to
the higher salaries and other compensation expense combined with higher
insurance claims in the first quarter of 2022 compared to the prior year.

Income Taxes



We recorded income tax expense of $8.7 million for the three months ended March
31, 2022 and $7.6 million for the three months ended March 31, 2021. Our
effective tax rates declined to 20.4% from 21.3% for the three months ended
March 31, 2022 and 2021, respectively. The lower effective tax rate in the first
quarter of 2022 was related to higher tax-exempt income in that quarter relative
to taxable income.

FINANCIAL CONDITION

Total assets at March 31, 2022 amounted to $10.7 billion, a 1.4% increase from
December 31, 2021. Total loans at March 31, 2022 amounted to $6.1 billion, a
0.3% decrease from December 31, 2021, and total deposits amounted to $9.4
billion, a 2.9% increase from December 31, 2021.

For the first three months of 2022, loans declined $17.0 million, or 0.3%,
related primarily to forgiveness of PPP loans offsetting core growth, which is
historically slower in the first quarter of the year. We did experience growth
in our commercial real estate and 1-4 family first mortgage categories and
expect to experience continued organic growth during the remainder of 2022. The
mix of our loan portfolio remained substantially the same at March 31, 2022
compared to December 31, 2021. The majority of our real estate loans were
personal and commercial loans where real estate provides additional security for
the loan. Note 4 to the consolidated financial statements presents additional
detailed information regarding our mix of loans.

For the three month period ended March 31, 2022, we continued to experience
growth in our deposit base, with total deposits increasing by $260.5 million, or
2.9% from December 31, 2021. Deposit growth was primarily in transaction
accounts (checking, money market and savings), which we believe to be related to
our ongoing deposit growth initiatives, as well as stimulus funds and changes in
customer behaviors remaining from the pandemic. We routinely engage in
activities designed to grow and retain deposits, such as (1) emphasizing
relationship banking to new and existing customers, where borrowers are
encouraged and normally expected to maintain deposit accounts with us, (2)
pricing deposits at rate levels that will attract and/or retain deposits, and
(3) continually working to identify and introduce new products that will attract
customers or enhance our appeal as a primary provider of financial services.



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Nonperforming Assets

Nonperforming assets include nonaccrual loans, TDRs, loans past due 90 or more days and still accruing interest, and foreclosed real estate. Nonperforming assets are summarized as follows:




                                                               As of/for the quarter         As of/for the quarter
$ in thousands                                                 ended March 31, 2022         ended December 31, 2021

Nonperforming assets
Nonaccrual loans                                              $         33,460                            34,696
TDRs - accruing                                                         12,727                            13,866
Accruing loans >90 days past due                                             -                             1,004
Total nonperforming loans                                               46,187                            49,566
Foreclosed real estate                                                   2,750                             3,071
Total nonperforming assets                                    $         48,937                            52,637

Asset Quality Ratios
Nonaccrual loans to total loans                                           0.55      %                       0.57  %
Nonperforming loans to total loans                                        0.76      %                       0.82  %

Nonperforming assets to total loans and foreclosed properties

                                                                0.81      %                       0.87  %
Nonperforming assets to total assets                                      0.46      %                       0.50  %
Allowance for credit losses to nonaccrual loans                         245.27      %                     227.08  %




As shown in the table above, nonperforming assets decreased from December 31,
2021 to March 31, 2022, which was primarily driven by the decrease in TDRs,
decrease in accruing loans past due 90 days or more which were directly related
to the Select acquisition, and the reduction in foreclosed properties.

We have reviewed the collateral for our nonperforming assets, including nonaccrual loans, and have included this review among the factors considered in the evaluation of the allowance for credit losses discussed below.



At March 31, 2022, total nonaccrual loans amounted to $33.5 million, compared to
$34.7 million at December 31, 2021. "Real estate-mortgage-commercial and other"
is the largest category of nonaccruals loans, at $15.2 million, or 45% of total
nonaccrual loans, followed by "Commercial, financial, and agricultural" at $12.6
million, or 38% of total nonaccrual loans. Included in those categories are
nonaccrual SBA loans totaling $18.0 million at March 31, 2022, or 54% of total
nonaccrual loans, that have $7.4 million in guarantees from the SBA.

TDRs are accruing loans for which we have granted concessions to the borrower as
a result of the borrower's financial difficulties. At March 31, 2022, total
accruing TDRs amounted to $12.7 million, compared to $13.9 million at
December 31, 2021, with the decrease being attributed to one large commercial
TDR paying off during the period.

As reflected in Note 4 to the financial statements, total classified loans were
relatively flat at $55.8 million at March 31, 2022 compared to $56.0 million at
December 31, 2021. Special mention loans decreased from $43.1 million at
December 31, 2021 to $38.2 million at March 31, 2022.

Total foreclosed real estate amounted to $2.8 million at March 31, 2022 and $3.1
million at December 31, 2021. Our foreclosed property balances have generally
been decreasing as a result of sales activity during the periods and favorable
overall asset quality. During the first quarter of 2022, we recorded sales of
three foreclosed properties partially offset by the addition of one foreclosed
property. We believe that the fair values of foreclosed real estate, less
estimated costs to sell, equal or exceed their respective carrying values at the
dates presented.



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The following table presents the detail of all of our foreclosed real estate at
each period end:

($ in thousands)                     At March 31, 2022       At December 31, 2021
Vacant land and farmland            $              103                 104
1-4 family residential properties                  911               1,231
Commercial real estate                           1,736               1,736
Total foreclosed real estate        $            2,750               3,071


Allowance for Credit Losses and Loan Loss Experience



Our ACL is based on the total amount of loan losses that are expected over the
remaining life of the loan portfolio. Our estimate of credit losses on loans is
determined using a complex model, based primarily on the utilization of
discounted cash flows, that relies on reasonable and supportable forecasts and
historical loss information to determine the balance of the allowance for credit
losses and resulting provision for credit losses.

We recorded $3.5 million provision for credit losses on loans in the first quarter of 2022 compared to no provision in the first quarter of 2021, which was the first quarter of our adoption of CECL. The higher provision in 2022 was primarily related to changes in the loan portfolio and updated economic forecasts.



We have no foreign loans, few agricultural loans and do not engage in
significant lease financing or highly leveraged transactions. Commercial loans
are diversified among a variety of industries. The majority of our real estate
loans are primarily personal and commercial loans where real estate provides
additional security for the loan. Collateral for virtually all of these loans is
located within our principal market area.

For the periods indicated, the following table summarizes our balances of loans
outstanding, average loans outstanding, allowance for credit losses, charge-offs
and recoveries, and key ratios.

Loan Ratios, Loss and Recovery Experience


                                                        Three Months             Twelve Months             Three Months
                                                            Ended              Ended December 31,             Ended
($ in thousands)                                       March 31, 2022                 2021                March 31, 2021
Loans outstanding at end of period                    $    6,064,698                 6,081,715               4,624,054
Average amount of loans outstanding                        6,051,487                 5,018,391               4,684,143
Allowance for credit losses, at period end                    82,069                    78,789                  65,849

Total charge-offs                                             (1,043)                   (7,602)                 (2,317)
Total recoveries                                                 823                     4,922                   1,203
Net charge-offs                                       $         (220)         $         (2,680)          $      (1,114)

Ratios:
Net charge-offs as a percent of average loans
(annualized)                                                    0.01  %                   0.05   %                0.10  %

Allowance for credit losses as a percent of loans at end of period

                                                   1.35  %                   1.30   %                1.42  %
Recoveries of loans previously charged-off as a
percent of loans charged-off                                   78.91  %                  64.75   %               51.92  %



In addition to the allowance for credit losses on loans, we maintain an
allowance for lending-related commitments such as unfunded loan commitments. We
estimate expected credit losses associated with these commitments over the
contractual period in which we are exposed to credit risk via a contractual
obligation to extend credit, unless that obligation is unconditionally
cancellable. The allowance for lending-related commitments on off-balance sheet
credit exposures is adjusted as a provision for unfunded commitments expense.
The estimate includes consideration of the likelihood that funding will occur
and an estimate of expected credit losses on commitments expected to be funded
over its estimated life. The allowance for unfunded commitments of $12.0 million
and $13.5 million at March 31, 2022 and December 31, 2021, respectively, is
classified on the balance sheet within "Other liabilities".

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We recorded a reversal provision for credit losses on unfunded commitments of $1.5 million during the first quarter of 2022 primarily relating to the fluctuations in the levels and mix of outstanding loan commitments.



We believe the ACL is adequate at each period end presented. It must be
emphasized, however, that the determination of the allowances using our
procedures and methods rests upon various judgments and assumptions about
economic conditions and other factors affecting loans. No assurance can be given
that we will not in any particular period sustain loan losses that are sizable
in relation to the amounts reserved or that subsequent evaluations of the loan
portfolio, in light of conditions and factors then prevailing, will not require
significant changes in the allowance for credit losses or future charges to
earnings. See "Critical Accounting Policies - Allowance for Credit Losses on
Loans and Unfunded Commitments" in Note 1 to the 2021 Annual Report on Form 10-K
filed with the SEC for more information.

In addition, various regulatory agencies, as an integral part of their
examination process, periodically review our allowance for credit losses and
value of other real estate. Such agencies may require us to recognize
adjustments to the allowance or the carrying value of other real estate based on
their judgments about information available at the time of their examinations.

Liquidity, Commitments, and Contingencies



Our liquidity is determined by our ability to convert assets to cash or acquire
alternative sources of funds to meet the needs of our customers who are
withdrawing or borrowing funds, and to maintain required reserve levels, pay
expenses and operate the Company on an ongoing basis. Our primary liquidity
sources are net income from operations, cash and due from banks, federal funds
sold and other short-term investments. Our securities portfolio is comprised
almost entirely of readily marketable securities, which could also be sold to
provide cash. Since the beginning of the COVID-19 pandemic in early 2020, we
have seen our liquidity levels increase, with increases in deposits account
balances leading to higher cash and investment securities levels.

In addition to internally generated liquidity sources, we have the ability to
obtain borrowings from the following three sources: 1) an approximately $876
million line of credit with the FHLB (of which $1.9 million and $2.0 million
were outstanding at March 31, 2022 and December 31, 2021, respectively); 2) a
$100 million federal funds line with a correspondent bank (of which none was
outstanding at March 31, 2022 or December 31, 2021); and 3) an approximately
$138 million line of credit through the Federal Reserve Bank of Richmond's
discount window (of which none was outstanding at March 31, 2022 or December 31,
2021). Unused and available lines of credit amounted to $1.1 billion at
March 31, 2022.

Our overall liquidity is essentially the same as at December 31, 2021 with our
liquid assets (cash and securities) as a percentage of our total deposits and
borrowings at 33.9% at March 31, 2022. We believe our liquidity sources,
including unused lines of credit, are at an acceptable level and remain adequate
to meet our operating needs in the foreseeable future.

The amount and timing of our contractual obligations and commercial commitments
has not changed materially since December 31, 2021, detail of which is presented
in the Contractual Obligations and Other Commercial Commitments table of our
2021 Annual Report on Form 10-K. In addition, we are not involved in any legal
proceedings that, in our opinion, could have a material effect on our
consolidated financial position.

Off-Balance Sheet Arrangements and Derivative Financial Instruments



Off-balance sheet arrangements include transactions, agreements, or other
contractual arrangements pursuant to which we have obligations or provide
guarantees on behalf of an unconsolidated entity. We have no off-balance sheet
arrangements of this kind other than letters of credit and repayment guarantees
associated with our trust preferred securities.

Derivative financial instruments include futures, forwards, interest rate swaps,
options contracts, and other financial instruments with similar characteristics.
We have not engaged in significant derivative activities through March 31, 2022,
and have no current plans to do so.

Capital Resources

The Company is regulated by the FRB and is subject to the securities registration and public reporting regulations of the SEC. Our banking subsidiary, First Bank, is also regulated by the FRB and the North Carolina Office of the Commissioner of Banks. We must comply with regulatory capital requirements established by the FRB. Failure to



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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 our financial statements. We are not aware of any
recommendations of regulatory authorities or otherwise which, if they were to be
implemented, would have a material effect on our liquidity, capital resources,
or operations.

Under Basel III standards and capital adequacy guidelines and the regulatory
framework for prompt corrective action, we must meet specific capital guidelines
that involve quantitative measures of our assets, liabilities, and certain
off-balance sheet items as calculated under regulatory accounting practices. Our
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors.

The capital standards require us to maintain minimum ratios of "Common Equity
Tier 1" capital to total risk-weighted assets, "Tier 1" capital to total
risk-weighted assets, and total capital to risk-weighted assets of 4.50%, 6.00%
and 8.00%, respectively. Common Equity Tier 1 capital is comprised of common
stock and related surplus, plus retained earnings, and is reduced by goodwill
and other intangible assets, net of associated deferred tax liabilities. Tier 1
capital is comprised of Common Equity Tier 1 capital plus Additional Tier 1
Capital, which includes non-cumulative perpetual preferred stock and trust
preferred securities. Total capital is comprised of Tier 1 capital plus certain
adjustments, the largest of which is our allowance for credit losses.
Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted
for their related risk levels using formulas set forth in FRB regulations.

In addition to the risk-based capital requirements described above, we are
subject to a leverage capital requirement, which calls for a minimum ratio of
Tier 1 capital (as defined above) to quarterly average total assets of 3.00% to
5.00%, depending upon the institution's composite ratings as determined by its
regulators. The FRB has not advised us of any requirement specifically
applicable to us.

At March 31, 2022, our capital ratios exceeded the regulatory minimum ratios
discussed above. The following table presents the capital ratios for the Company
and the regulatory minimums discussed above for the periods indicated.

                                                                   March 31, 2022          December 31, 2021
Risk-based capital ratios:
Common equity Tier 1 to Tier 1 risk weighted assets                        12.85  %                  12.53  %
Minimum required Common Equity Tier 1 capital                               7.00  %                   7.00  %

Tier I capital to Tier 1 risk weighted assets                              13.74  %                  13.42  %
Minimum required Tier 1 capital                                             8.50  %                   8.50  %

Total risk-based capital to Tier II risk weighted assets                   14.99  %                  14.67  %
Minimum required total risk-based capital                                  10.50  %                  10.50  %

Leverage capital ratio:
Tier 1 capital to quarterly average total assets                            9.60  %                   9.39  %
Minimum required Tier 1 leverage capital                                    4.00  %                   4.00  %


First Bank is also subject to capital requirements that do not vary materially
from the Company's capital ratios presented above. At March 31, 2022, First Bank
exceeded the minimum ratios established by the regulatory authorities.

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