Community Heritage Financial, Inc. Reports Earnings for the Third Quarter of 2023
MIDDLETOWN, Md., Oct. 24, 2023 /PRNewswire/ -- Community Heritage Financial, Inc. (the "Company") (OTC PK: CMHF), the parent company of Middletown Valley Bank ("MVB" or the "Bank"), announced today that for the nine months ended September 30, 2023 the Company earned net income of $3.37 million or $1.16 per share compared to $5.41 million or $2.40 per for the nine months ended September 30, 2022. Third quarter 2023 net income was $1.37 million or $0.47 per share compared to second quarter 2023 net income of $616 thousand or $0.21 per share and third quarter 2022 net income of $1.52 million or $0.68 per share.
The Company continued strong balance sheet growth during the third quarter of 2023 growing from total assets of $974.3 million as of June 30, 2023 to total assets of $995.7 million as of September 30, 2023. Most of the balance sheet growth resulted from core deposit growth of $38.1 million for the quarter. The bulk of the deposit growth was attributed to bolstered or new commercial money market/ICS relationships with only modest growth in retail time deposit balances ($3.9 million) for the quarter. Loan balances grew by $1.1 million for the quarter but were impacted by several strategic management decisions and transactions which included: 1) management decision to place more emphasis on moving residential mortgage production towards secondary market and away from portfolio loans, 2) a $5 million pay-off on a watch list commercial real estate credit resulting from the sale of the property by the borrower. On a year-over-year basis, total outstanding loan balances grew to $798.0 million as of September 30, 2023, an increase of $70.7 million or 9.7% compared to September 30, 2022 loan balances of $727.3 million. While loan balances have increased during the past year, credit quality has remained strong with non-performing assets to total assets going from 0.20% for the quarter ended September 30, 2022 to 0.19% for the quarter ended September 30, 2023.
The third quarter saw a stabilization in net interest margin with a Bank quarterly average for the third quarter of 2023 of 2.69%, down only slightly from 2.74% in the second quarter of 2023. Net interest income increased from $6.12 million in the second quarter of 2023 to $6.30 million in the third quarter of 2023. Interest income for the third quarter was $11.11 million, an increase of $804 thousand compared to $10.30 million for the second quarter of 2023. The increase in interest revenue outpaced the increase in interest expense for the quarter. Interest expense increased $629 thousand, going from $4.18 million in the second quarter of 2023 to $4.81 million for the third quarter.
Higher interest rates continue to impact residential mortgage volumes, which are a main contributor to non-interest income at the Bank. While mortgage volumes are lower when compared to 2022 levels, low housing supply has continued to keep home values stable and markets open for residential lending. This has resulted in overall non-interest income for the Bank to stabilize and show a slight improvement from $804 thousand in the second quarter to $841 thousand in the third quarter of 2023. Operating expenses increased by $279 thousand from $5.87 million in the second quarter of 2023 to $6.15 million in the third quarter of 2023. The increase was related to one-time salary and benefit costs in the third quarter of 2023 of approximately $500 thousand associated with management transition and Company structural changes.
Due to a more favorable forecast based on reduced evidence of a pending recession probability and other economic factors used in the CECL model, the calculated allowance for credit losses to loans ratio as of September 30, 2023 was 0.92%, a decrease of 0.10% when compared to 1.02% as of June 30, 2023. Based on the loan growth as noted above and updated CECL metrics, the adjustment for credit losses for the second quarter was a recovery of $843 thousand.
Quarterly Highlights – 3Q23 vs 2Q23
Tangible book value per share increased by $0.32 from $22.86 per share as of June 30, 2023 to $23.18 as of September 30, 2023. The increase resulted from $1.37 million in earnings for the quarter, partially off-set by an increased accumulated other comprehensive loss position, which went from an unrealized loss of $9.61 million as of June 30, 2023 to an unrealized loss of $9.97 million as of September 30, 2023.
Outstanding loan balances increased by $1.1 million for the third quarter of 2023 compared to the second quarter of 2023. The net growth resulted from a decrease in commercial loans of $4.6 million due in part to the $5.0 million watch list loan pay-off, $5.9 million growth in residential mortgage loans and a slight decrease of approximately $200 thousand in consumer/other loans.
Deposit balances increased to $889.0 million as of September 30, 2023, an increase of $38.1 million for the third quarter when compared to June 30, 2023 balances of $850.9 million. Non-interest bearing demand deposits increased $4.1 million for the quarter while interest-bearing deposits increased $34.0 million. Interest-bearing deposit growth was driven by commercial relationship growth in money market and savings products with approximately $30.1 million in growth. Retail time deposits made up only $3.9 million of the overall deposit growth for the quarter. There were no new wholesale brokered deposits added during the third quarter of 2023.
The strong deposit growth during the quarter allowed the Bank to retire $17 million in borrowed funds with balances moving from $32 million as June 30, 2023 to $15 million as of September 30, 2023.
Net interest margin was down from 2.74% in the second quarter of 2023 to an average of 2.69% in the third quarter of 2023 and continued to be impacted by higher funding costs. However, margin showed signs of stabilization with earning asset yields repricing at or near the pace of funding cost increases near the end of the third quarter. Third quarter margin at the Bank ranged from 2.67% in July, 2.71% in August, and 2.70% in September resulting in a quarterly average of 2.69%.
Based on updated CECL model calculations for September 30, 2023, the allowance for credit losses to total loans ratio was 0.92% at September 30, 2023, down .10% from 1.02% as of June 30, 2023. The calculations resulted in a total recovery of $843 thousand for the third quarter of 2023 broken down as follows: a loan related recovery of $779 thousand , a recovery of $48 thousand related to unfunded commitments and a recovery of $16 thousand related to held-to-maturity securities. The decrease in the calculated reserve requirements were driven by reduced evidence of a pending recession and other economic factors within the CECL model with no adjustments to other qualitative factor assumptions or methodology.
Quarterly Highlights – 3Q23 vs 3Q22
Tangible book value per share of $23.18 as of September 30, 2023 was an increase of $0.39 per share from $22.79 as of September 30, 2022. Book value per share comparisons on a year-over-year basis include the impact of increased shares outstanding to 2,905,973 as of September 30, 2023 compared to 2,251,320 as of September 30, 2022 as the result of equity compensation awards and a common stock capital raise in October of 2022. Accumulated other comprehensive loss, which also factors into the calculation, was a loss of $9.97 million at September 30, 2023 compared to a loss of $10.08 million as of September 30, 2022.
Loan balances of $798.0 million as of September 30, 2023 were up $70.7 million or 9.7% compared to September 30, 2022 balances of $727.3 million. Growth was split between commercial of $16.9 million, residential mortgage of $51.8 million and consumer/other of $ 2.0 million.
Deposit balances increased $110.7 million or 14.2% from $778.3 million as of September 30, 2022 to $889.0 million as of September 30, 2023. Due to higher market rates for deposit products we have seen a shift in non-interest deposit balances to interest bearing deposit balances over the past year. Non-interest bearing demand balances dropped $29.3 million from $277.7 million as of September 30, 2022 to $248.4 million as of September 30, 2023. Interest bearing deposit balances increased on a year-over-year basis from $500.5 million at September 30, 2022 to $640.6 million as of September 30, 2023.
Net interest income for the third quarter of 2023 was $6.30 million compared to $7.13 million for the third quarter of 2022. Rate increases by the Federal Reserve over the past year have led to higher funding costs and higher interest expense. Interest expense for the third quarter of 2022 was $1.30 million compared to interest expense of $4.81 million for the third quarter of 2023, an increase of $3.51 million. Interest income for the same period increased by $2.68 million, resulting in the overall decrease to interest income. However, as noted above, over the third quarter of 2023 margin began to stabilize with the cost of funds beginning to level off while earning asset yields continued upward trends.
Non-interest income was down $336 thousand from $1.18 million in the third quarter of 2022 to $841 thousand for the third quarter of 2023. Higher market rates for residential mortgage loans resulted in lower refinance and secondary residential mortgage activity on a year-over-year basis, which accounted for most of the reduction.
Non-interest expense for the third quarter of 2023 was $6.15 million, an increase of $453 thousand compared to $5.69 million for the third quarter of 2022. As noted above, the increase resulted from one-time salary and benefit costs of approximately $500 thousand during the third quarter of 2023 associated with management transition and Company structural changes.
Dividend
A dividend of $0.06 per share was declared by the Board of Directors on October 20, 2023, for shareholders of record as of November 3, 2023, and payable on November 10, 2023.
Community Heritage Financial, Inc.
Robert E. (BJ) Goetz, Jr.
President & Chief Executive Officer
301-371-3055
Community Heritage Financial, Inc. and Subsidiaries | |||||||||||
Consolidated Balance Sheets | |||||||||||
September 30, | June 30, | March 31, | December 31, | September 30, | |||||||
2023 | 2023 | 2023 | 2022 | 2022 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||
Assets | |||||||||||
Cash and due from banks | $ | 36,448,539 | $ | 14,946,927 | $ | 12,821,166 | $ | 15,393,207 | $ | 15,829,569 | |
Total cash and cash equivalents | 36,448,539 | 14,946,927 | 12,821,166 | 15,393,207 | 15,829,569 | ||||||
Securities available-for-sale, at fair value | 39,917,313 | 41,460,794 | 43,142,854 | 39,510,486 | 39,352,159 | ||||||
Securities held-to-maturity | 97,217,237 | 98,496,558 | 99,914,183 | 101,005,393 | 102,703,746 | ||||||
Less: allowance for credit losses | (147,457) | (163,259) | (155,381) | - | - | ||||||
Total securities held-to-maturity | 97,069,780 | 98,333,299 | 99,758,802 | 101,005,393 | 102,703,746 | ||||||
Total securities | 136,987,093 | 139,794,093 | 142,901,656 | 140,515,879 | 142,055,905 | ||||||
Equity securities, at cost | 1,363,600 | 1,527,600 | 1,740,100 | 406,400 | 2,281,400 | ||||||
Loans | 798,035,073 | 796,931,525 | 757,611,496 | 748,450,525 | 727,346,209 | ||||||
Less allowance for credit losses | (7,337,327) | (8,112,952) | (7,855,981) | (7,330,436) | (7,524,423) | ||||||
Loans, net | 790,697,746 | 788,818,573 | 749,755,515 | 741,120,089 | 719,821,786 | ||||||
Loans held for sale | 2,879,397 | 1,923,566 | 1,703,221 | 4,725,495 | 2,536,184 | ||||||
Premises and equipment, net | 6,639,595 | 6,805,822 | 6,974,776 | 7,053,532 | 6,594,337 | ||||||
Right-of-use assets | 2,498,508 | 2,615,519 | 2,731,604 | 2,841,736 | 2,989,453 | ||||||
Accrued interest receivable | 2,733,565 | 2,512,795 | 2,405,851 | 2,616,879 | 2,124,769 | ||||||
Deferred tax assets | 5,289,000 | 5,314,018 | 5,264,879 | 5,277,275 | 5,353,435 | ||||||
Bank-owned life insurance | 6,943,992 | 6,927,341 | 6,875,378 | 6,817,058 | 6,746,834 | ||||||
Goodwill | 1,656,507 | 1,656,507 | 1,656,507 | 1,656,507 | 1,656,507 | ||||||
Other Assets | 1,556,491 | 1,502,676 | 1,789,199 | 1,708,412 | 1,748,574 | ||||||
Total Assets | $ | 995,694,033 | $ | 974,345,437 | $ | 936,619,852 | $ | 930,132,469 | $ | 909,738,753 | |
Liabilities | |||||||||||
Deposits: | |||||||||||
Non-interest-bearing demand | $ | 248,440,805 | $ | 244,342,167 | $ | 250,702,470 | $ | 276,829,209 | $ | 277,747,419 | |
Interest-bearing | 640,593,734 | 606,528,210 | 565,130,161 | 562,601,082 | 500,526,922 | ||||||
Total Deposits | 889,034,539 | 850,870,377 | 815,832,631 | 839,430,291 | 778,274,341 | ||||||
FRB, FHLB, and fed funds borrowings | 15,000,000 | 32,000,000 | 30,000,000 | - | 53,000,000 | ||||||
Subordinated debt, net | 14,910,303 | 14,887,879 | 14,865,455 | 14,843,030 | 14,820,606 | ||||||
Lease liabilities | 2,565,151 | 2,678,348 | 2,789,614 | 2,908,707 | 3,052,126 | ||||||
Accrued interest payable | 526,354 | 273,753 | 440,611 | 236,624 | 382,450 | ||||||
Other liabilities | 4,644,608 | 5,540,871 | 4,661,833 | 5,572,659 | 7,252,244 | ||||||
Total Liabilities | 926,680,955 | 906,251,228 | 868,590,144 | 862,991,311 | 856,781,767 | ||||||
Shareholders' Equity | |||||||||||
Common stock, par value $.01; shares authorized 10,000,000; | |||||||||||
shares issued and outstanding September 30, 2023, | 29,060 | 29,060 | 29,060 | 29,060 | 22,513 | ||||||
June 30, 2023 and December 30, 2022 were 2,905,973 and | |||||||||||
September 30, 2022 were 2,251,320. | |||||||||||
Additional paid-in-capital | 41,035,733 | 40,949,900 | 40,895,863 | 40,861,802 | 28,580,504 | ||||||
Retained earnings | 37,921,329 | 36,729,931 | 36,287,937 | 35,757,761 | 34,429,771 | ||||||
Accumulated other comprehensive (loss) | (9,973,044) | (9,614,682) | (9,183,152) | (9,507,465) | (10,075,802) | ||||||
Total Shareholders' Equity | 69,013,078 | 68,094,209 | 68,029,708 | 67,141,158 | 52,956,986 | ||||||
Total Liabilities and Shareholders' Equity | $ | 995,694,033 | $ | 974,345,437 | $ | 936,619,852 | $ | 930,132,469 | $ | 909,738,753 |
Community Heritage Financial, Inc. and Subsidiaries | |||||||||||
Consolidated Statements of Income | |||||||||||
(Unaudited) | |||||||||||
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | June 30, | September 30, | September 30, | September 30, | |||||||
2023 | 2023 | 2022 | 2023 | 2022 | |||||||
Interest Income | |||||||||||
Loans, including fees | $ | 10,139,353 | $ | 9,453,437 | $ | 7,656,443 | $ | 28,937,495 | $ | 20,859,443 | |
Securities | 763,606 | 767,524 | 729,659 | 2,265,714 | 2,076,853 | ||||||
Fed funds sold and other | 203,555 | 81,306 | 42,699 | 394,564 | 75,037 | ||||||
Total interest income | 11,106,514 | 10,302,267 | 8,428,801 | 31,597,773 | 23,011,333 | ||||||
Interest Expense | |||||||||||
Deposits | 4,316,598 | 3,421,730 | 886,091 | 10,632,515 | 1,571,957 | ||||||
Borrowed funds | 201,753 | 482,469 | 155,208 | 764,681 | 171,381 | ||||||
Subordinated debt | 238,049 | 238,049 | 238,050 | 714,148 | 714,148 | ||||||
Other Interest Expense | 53,259 | 38,017 | 23,768 | 122,421 | 80,376 | ||||||
Total interest expense | 4,809,659 | 4,180,265 | 1,303,117 | 12,233,765 | 2,537,862 | ||||||
Net interest income | 6,296,855 | 6,122,002 | 7,125,684 | 19,364,008 | 20,473,471 | ||||||
Provision for (recovery of) credit losses | (842,717) | 260,439 | 423,907 | (1,022,669) | 1,009,842 | ||||||
Net interest income after provision for (recovery of) credit losses | 7,139,572 | 5,861,563 | 6,701,777 | 20,386,677 | 19,463,629 | ||||||
Non-interest income | |||||||||||
Service charges on deposits | 202,778 | 187,426 | 201,836 | 577,607 | 556,446 | ||||||
Earnings bank owned life insurance | 8,360 | 43,672 | 12,659 | 102,061 | (3,107) | ||||||
Gain sale of fixed assets | 19,907 | - | - | 19,907 | 16,508 | ||||||
Mortgage loan income activity | 353,586 | 315,193 | 737,355 | 1,148,154 | 2,397,222 | ||||||
Other non-interest income | 256,347 | 257,221 | 225,600 | 509,283 | 725,493 | ||||||
Total non-interest income | 840,978 | 803,512 | 1,177,450 | 2,357,012 | 3,692,562 | ||||||
Non-interest expense | |||||||||||
Salaries and employee benefits | 3,736,317 | 3,286,113 | 3,295,141 | 10,596,052 | 9,314,325 | ||||||
Occupancy and equipment | 842,651 | 815,251 | 760,527 | 2,649,848 | 2,301,217 | ||||||
Legal and professional fees | 242,671 | 294,626 | 187,301 | 722,806 | 529,207 | ||||||
Advertising | 167,531 | 177,282 | 142,327 | 498,960 | 475,271 | ||||||
Data processing | 618,592 | 688,228 | 726,602 | 2,107,807 | 1,849,786 | ||||||
FDIC premiums | 163,731 | 130,622 | 137,991 | 448,385 | 416,434 | ||||||
Loss sale fixed assets | - | - | - | 3,058 | - | ||||||
Other | 375,819 | 476,742 | 443,659 | 1,240,003 | 864,825 | ||||||
Total non-interest expense | 6,147,312 | 5,868,864 | 5,693,548 | 18,266,919 | 15,751,760 | ||||||
Income before taxes | 1,833,238 | 796,211 | 2,185,679 | 4,476,770 | 7,404,431 | ||||||
Income tax expense | 467,482 | 179,858 | 665,512 | 1,104,599 | 1,992,950 | ||||||
Net Income | $ | $1,365,756 | $ | $616,353 | $ | $1,520,167 | $ | $3,372,171 | $ | $5,411,481 | |
Basic earnings per share | $ | 0.47 | $ | 0.21 | $ | 0.68 | $ | 1.16 | $ | 2.40 | |
Diluted earnings per share | $ | 0.47 | $ | 0.21 | $ | 0.67 | $ | 1.15 | $ | 2.40 |
Community Heritage Financial, Inc. and Subsidiaries | ||||||||||
Selected Financial Data | ||||||||||
Income Statement Review | ||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||
September, 30 | June, 30 | September, 30 | September, 30 | September, 30 | ||||||
2023 | 2023 | 2022 | 2023 | 2022 | ||||||
(Unaudited) | (Unaudited) | (Audited) | (Unaudited) | (Unaudited) | ||||||
Interest Income | $ | 11,106,514 | $ | 10,302,267 | $ | 8,428,801 | 31,597,773 | 23,011,333 | ||
Interest Expense | 4,809,659 | 4,180,265 | 1,303,117 | 12,233,765 | 2,537,862 | |||||
Net interest income | 6,296,855 | 6,122,002 | 7,125,684 | 19,364,008 | 20,473,471 | |||||
Provision for (recovery of) credit losses | (842,717) | 260,439 | 423,907 | (1,022,669) | 1,009,842 | |||||
Net interest income after provision for (recovery of) credit losses | $ | 7,139,572 | $ | 5,861,563 | $ | 6,701,777 | 20,386,677 | 19,463,629 | ||
Non-interest income | $ | 840,978 | $ | 803,512 | $ | 1,177,450 | 2,357,012 | 3,692,562 | ||
Non-interest expense | 6,147,312 | 5,868,864 | 5,693,548 | 18,266,919 | 15,751,760 | |||||
Yield on interest-earning assets | 4.57 % | 4.43 % | 3.84 % | 4.50 % | 3.68 % | |||||
Cost of interest-bearing liabilities | 2.91 % | 2.67 % | 0.96 % | 2.61 % | 0.67 % | |||||
Efficiency ratio | 86.12 % | 84.74 % | 68.57 % | 84.10 % | 65.18 % | |||||
Balance Sheet Review | ||||||||||
September, 30 | June, 30 | September, 30 | ||||||||
2023 | 2023 | 2022 | ||||||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||||||
Total assets | $ | 995,694,033 | $ | 974,345,437 | $ | 909,738,753 | ||||
Loans, net of allowance for credit losses | 790,697,746 | 788,818,573 | 719,821,786 | |||||||
Goodwill | 1,656,507 | 1,656,507 | 1,656,507 | |||||||
Deposits | 889,034,539 | 850,870,377 | 778,274,341 | |||||||
Shareholder's equity | 69,013,078 | 68,094,209 | 52,956,986 | |||||||
Asset Quality Review | ||||||||||
Non-accrual loans | $ | 1,882,614 | $ | 1,929,248 | $ | 1,834,074 | ||||
Non-performing assets | 1,882,614 | 1,929,248 | 1,834,074 | |||||||
Non-performing assets to total assets | 0.19 % | 0.20 % | 0.20 % | |||||||
Non-performing assets to total loans | 0.24 % | 0.24 % | 0.25 % | |||||||
Summary of Operating Results | ||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||
September, 30 | September, 30 | September, 30 | September, 30 | |||||||
2023 | 2022 | 2023 | 2022 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
Pre-provision for (recovery of) credit losses, pre-tax net income | $ | 990,522 | $ | 2,609,586 | $ | 3,454,101 | $ | 8,414,273 | ||
Provision for (recovery of) credit losses, pre-tax | (842,717) | 423,907 | (1,022,669) | 1,009,842 | ||||||
Tax expense | 467,482 | 665,512 | 1,104,599 | 1,992,950 | ||||||
Net Income | $ | 1,365,756 | $ | 1,520,167 | $ | 3,372,171 | $ | 5,411,481 | ||
(dollars in thousands) | ||||||||||
Charge-offs | $ | 19,984 | $ | - | $ | 19,984 | $ | 7,108 | ||
(Recoveries) | (6,000) | (3,000) | (9,000) | (40,669) | ||||||
Net charge-offs (recoveries) | $ | 13,984 | $ | (3,000) | $ | 10,984 | $ | (33,561) | ||
Per Common Share Data | ||||||||||
Common shares outstanding | 2,905,973 | 2,251,320 | 2,905,973 | 2,251,320 | ||||||
Weighted average shares outstanding | 2,905,973 | 2,251,320 | 2,905,973 | 2,251,320 | ||||||
Diluted shares outstanding | 2,932,636 | 2,253,309 | 2,930,782 | 2,253,148 | ||||||
Basic earnings per share | $ | 0.47 | $ | 0.68 | $ | 1.16 | $ | 2.40 | ||
Diluted earnings per share | $ | 0.47 | $ | 0.67 | $ | 1.15 | $ | 2.40 | ||
Dividend paid | $ | 0.06 | $ | 0.04 | $ | 0.18 | $ | 0.12 | ||
Book value per share | $ | 23.75 | $ | 23.52 | $ | 23.75 | $ | 23.52 | ||
Tangible book value per share | $ | 23.18 | $ | 22.79 | $ | 23.18 | $ | 22.79 | ||
Selected Financial Ratios (unaudited) | ||||||||||
Return on average assets | 0.55 % | % | 0.68 % | % | 0.47 % | % | 0.85 % | % | ||
Return on average equity | 7.95 % | % | 11.33 % | % | 6.56 % | % | 13.33 % | % | ||
Allowance for credit losses to total loans | 0.92 % | % | 1.03 % | % | 0.92 % | % | 1.03 % | % | ||
Non-performing assets to total loans | 0.24 % | % | 0.25 % | % | 0.24 % | % | 0.25 % | % | ||
Net Charge-offs to total loans | 0.00 % | % | 0.00 % | % | 0.00 % | % | 0.00 % | % | ||
Common equity tier 1 (CET1) capital | 12.15 % | % | 10.71 % | % | 12.15 % | % | 10.71 % | % | ||
Tier1 capital | 12.15 % | % | 10.71 % | % | 12.15 % | % | 10.71 % | % | ||
Total risk based capital | 13.21 % | % | 11.86 % | % | 13.21 % | % | 11.86 % | % | ||
Tier-1 leverage ratio | 9.34 % | % | 8.50 % | % | 9.34 % | % | 8.50 % | % | ||
Average equity to average assets | 7.13 % | % | 6.08 % | % | 7.18 % | % | 6.33 % | % | ||
Tangible Common Equity/Tangible Common Assets | 6.78 % | % | 5.65 % | % | 6.78 % | % | 5.65 % | % | ||
Net interest margin (bank only) | 2.69 % | % | 3.35 % | % | 2.87 % | % | 3.38 % | % | ||
Loans to deposits - (EOP) | 89.76 % | % | 93.78 % | % | 89.76 % | % | 93.78 % | % |
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SOURCE Community Heritage Financial, Inc.