0000898171falseNONE00008981712023-08-252023-08-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 25, 2023 |
Uwharrie Capital Corp
(Exact name of Registrant as Specified in Its Charter)
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North Carolina |
000-22062 |
56-1814206 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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132 North First Street |
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Albemarle, North Carolina |
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28001 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 704 983-6181 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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None |
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N/A |
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N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition
On August 25, 2023, Uwharrie Capital Corp (the "Registrant") released a quarterly report to its shareholders that included a letter to the shareholders from President and CEO Roger L. Dick and unaudited financial information for the period ended June 30, 2023.
A copy of this report is attached hereto as Exhibit 99.1 and incorporated by reference herein.
This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of the Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Registrant’s control).
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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.
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UWHARRIE CAPITAL CORP |
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Date: August 25, 2023 |
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By: |
/s/ Heather H. Almond |
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Heather H. Almond |
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Principal Financial Officer |
Exhibit 99.1
August 25, 2023
Dear Shareholder:
Your Company concluded the first half of 2023 showing continued improvement in core bank earnings with a strong liquidity position. Uwharrie Capital Corp and its subsidiaries reported total assets of $1.03 billion at June 30, 2023, an increase of 4.3% over the $991 million reported for June 30, 2022. We are not putting all of our assets in one category; we are fortunate that we have good deposit and loan growth in our local markets. In banking, that is typically referred to as “core” deposits and loans and considered much lower risk than purchased funding and assets. More importantly, we continue to grow our family of customers and shareholders who share our beliefs and values in building a community-focused institution that can help secure our future.
Although rates have risen sharply over the past 12-18 months, the economy in our region has remained resilient, leading to stronger demand for loans. The loan portfolio experienced growth of $63 million for the period ended June 30, 2023, as compared to the same period for 2022. Annualized, this represents a 13.3% growth rate in the loan portfolio. Our credit standards have not waivered, and we remain diligent in the management of credit risk of our loan portfolio.
Net income for the first six months of 2023 was $4.2 million, as compared to $2.5 million for the same six-month period in 2022. This equates to $3.9 million in net income available to common shareholders, or $0.55 per share, compared to $2.2 million in net income available to common shareholders, or $0.31 per share, that we reported in 2022 for the same period. The key driver of the improvement in earnings year-over-year is directly attributable to the increase in margins as a result of the rising interest rate environment, along with growth in the volume of loans.
When making important financial decisions, customers desire high-touch; therefore, we continue to invest in our people as well as technology that will provide conveniences and efficiencies in a purposeful manner. With this, we continue to build our brand and reputation that allows us to serve markets outside of our traditional geographic footprint.
We are grateful for a strong start to 2023. As we navigate the current economic environment and grow our technology platform to meet the ever-changing needs of the consumer, we continue to focus on our founding purpose: creation of a community-based institution. We remain committed to improving financial literacy and creating capital to build strong “Main Street” economies; thereby, improving the overall return to all of our stakeholders. Please remember to invite your friends and business associates to come join us in making a difference as we go about building great communities.
God bless you and your families.
Sincerely,
UWHARRIE CAPITAL CORP
/s/ Roger L. Dick
President and Chief Executive Officer
This Report may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Company's goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook,” or similar expressions. These statements are based upon the current belief and expectations of the Company‘s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).
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Uwharrie Capital Corp and Subsidiaries |
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Consolidated Balance Sheets (Unaudited) |
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June 30, |
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June 30, |
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(Amounts in thousands except share and per share data) |
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2023 |
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2022 |
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Assets |
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Cash and due from banks |
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$ |
10,608 |
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$ |
5,244 |
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Interest-earning deposits with banks |
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83,245 |
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117,112 |
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Securities available for sale |
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324,484 |
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315,101 |
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Securities held to maturity (fair value $25,812 and $28,396, respectively) |
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29,191 |
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30,381 |
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Less: allowance for credit losses on securities held to maturity |
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(65 |
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- |
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Equity securities, at fair value |
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303 |
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327 |
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Loans held for sale |
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3,297 |
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13,261 |
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Loans held for investment |
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534,364 |
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461,091 |
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Less: allowance for credit losses on loans |
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(4,713 |
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(4,194 |
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Net loans held for investment |
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529,651 |
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456,897 |
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Premises and equipment, net |
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15,206 |
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15,728 |
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Interest receivable |
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3,712 |
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2,656 |
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Restricted stock |
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1,468 |
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1,428 |
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Bank-owned life insurance |
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7,721 |
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9,125 |
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Deferred income tax benefit |
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10,593 |
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- |
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Loan servicing assets |
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4,615 |
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5,137 |
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Other assets |
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9,934 |
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18,601 |
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Total assets |
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$ |
1,033,963 |
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$ |
990,998 |
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Liabilities |
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Deposits: |
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Demand, noninterest-bearing |
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$ |
277,685 |
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$ |
288,887 |
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Interest checking and money market accounts |
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426,997 |
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444,529 |
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Savings accounts |
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98,118 |
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112,846 |
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Time deposits, $250,000 and over |
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55,873 |
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16,900 |
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Other time deposits |
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91,597 |
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46,968 |
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Total deposits |
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950,270 |
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910,130 |
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Short-term borrowed funds |
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932 |
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1,132 |
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Long-term debt |
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29,066 |
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29,569 |
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Other liabilities |
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12,135 |
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10,982 |
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Total liabilities |
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992,403 |
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951,813 |
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Shareholders' Equity |
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Common stock, $1.25 par value: 20,000,000 shares authorized; |
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issued and outstanding or in process of issuance |
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7,057,847 and 6,930,717, respectively. |
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Book value per share $4.38 in 2023 and $4.02 in 2022 (1) |
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8,823 |
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8,664 |
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Additional paid-in capital |
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12,521 |
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11,814 |
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Undivided profits |
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39,012 |
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32,754 |
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Accumulated other comprehensive loss |
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(29,451 |
) |
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(24,702 |
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Total Uwharrie Capital Corp shareholders' equity |
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30,905 |
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28,530 |
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Noncontrolling interest |
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10,655 |
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10,655 |
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Total shareholders' equity |
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41,560 |
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39,185 |
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Total liabilities and shareholders' equity |
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$ |
1,033,963 |
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$ |
990,998 |
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(1) Net income per share, book value per share and weighted average shares outstanding have been adjusted to reflect the 2.5% stock dividend in 2022. |
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Uwharrie Capital Corp and Subsidiaries |
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Consolidated Statements of Income (Unaudited) |
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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(Amounts in thousands except share and per share data) |
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2023 |
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2022 |
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2023 |
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2022 |
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Interest Income |
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Interest and fees on loans |
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$ |
6,989 |
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$ |
5,297 |
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$ |
13,356 |
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$ |
10,404 |
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Interest on investment securities |
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2,951 |
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1,603 |
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5,818 |
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2,981 |
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Interest-earning deposits with banks and federal funds sold |
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1,181 |
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247 |
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2,251 |
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287 |
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Total interest income |
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11,121 |
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7,147 |
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21,425 |
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13,672 |
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Interest Expense |
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Interest paid on deposits |
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2,712 |
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213 |
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4,828 |
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|
390 |
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Interest paid on borrowed funds |
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342 |
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337 |
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|
685 |
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|
674 |
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Total interest expense |
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3,054 |
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550 |
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5,513 |
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1,064 |
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Net Interest Income |
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8,067 |
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6,597 |
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15,912 |
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12,608 |
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Provision for (recovery of) credit losses |
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102 |
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(13 |
) |
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386 |
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105 |
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Net interest income after provision for (recovery of) credit losses |
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7,965 |
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6,610 |
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15,526 |
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12,503 |
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Noninterest Income |
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Service charges on deposit accounts |
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264 |
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261 |
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513 |
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504 |
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Interchange and card transaction fees |
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315 |
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303 |
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619 |
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541 |
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Other service fees and commissions |
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822 |
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801 |
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1,711 |
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1,702 |
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Gain (loss) on sale of securities |
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9 |
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- |
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(42 |
) |
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(91 |
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Realized/unrealized gain (loss) on equity securities |
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(23 |
) |
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(56 |
) |
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11 |
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(65 |
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Income from mortgage banking |
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891 |
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1,172 |
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1,585 |
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2,439 |
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Other income (loss) |
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408 |
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(229 |
) |
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271 |
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(149 |
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Total noninterest income |
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2,686 |
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2,252 |
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4,668 |
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4,881 |
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Noninterest Expense |
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Salaries and employee benefits |
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4,932 |
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4,912 |
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9,676 |
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9,928 |
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Occupancy expense |
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432 |
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427 |
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|
885 |
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852 |
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Equipment expense |
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195 |
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193 |
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383 |
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381 |
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Data processing |
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204 |
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194 |
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408 |
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|
406 |
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Loan costs |
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105 |
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95 |
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|
198 |
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264 |
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Professional fees and services |
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179 |
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204 |
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437 |
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416 |
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Marketing and donations |
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342 |
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205 |
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724 |
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539 |
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Software amortization and maintenance |
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296 |
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308 |
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|
603 |
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|
619 |
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Other operating expenses |
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1,164 |
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332 |
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1,653 |
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1,018 |
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Total noninterest expense |
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7,849 |
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6,870 |
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14,967 |
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14,423 |
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Income before income taxes |
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2,802 |
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1,992 |
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5,227 |
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2,961 |
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Provision for income taxes |
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|
579 |
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|
|
310 |
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|
1,050 |
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|
478 |
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Net Income |
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$ |
2,223 |
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$ |
1,682 |
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$ |
4,177 |
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$ |
2,483 |
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Consolidated net income |
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$ |
2,223 |
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$ |
1,682 |
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$ |
4,177 |
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$ |
2,483 |
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Less: net income attributable to noncontrolling interest |
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(141 |
) |
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(141 |
) |
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(280 |
) |
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(280 |
) |
Net income attributable to Uwharrie Capital Corp and common shareholders |
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$ |
2,082 |
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$ |
1,541 |
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$ |
3,897 |
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$ |
2,203 |
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Net Income Per Common Share (1) |
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Basic |
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$ |
0.29 |
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$ |
0.22 |
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$ |
0.55 |
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$ |
0.31 |
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Assuming dilution |
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$ |
0.29 |
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$ |
0.22 |
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$ |
0.55 |
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$ |
0.31 |
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Weighted Average Common Shares Outstanding (1) |
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Basic |
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|
7,073,689 |
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7,103,985 |
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|
|
7,074,403 |
|
|
|
7,114,812 |
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Assuming dilution |
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7,073,689 |
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7,103,985 |
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7,074,403 |
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7,114,812 |
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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