UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended ~~September 30, 2017~~
March 31, 2021

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

For the Transition Period from to

Commission file number 000-27719

Southern First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

☐

South Carolina

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

~~For the Transition Period from to~~
~~Commission file number 000-27719~~

		58-2459561
	~~Southern First Bancshares, Inc.~~
	~~(Exact name of registrant as specified in its charter)~~

~~South Carolina~~		~~58-2459561~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Verdae Boulevard, Suite 100 Greenville, S.C.		29607
~~Greenville, S.C.~~		~~29606~~
(Address of principal executive offices)		(Zip Code)

	~~864-679-9000~~

864-679-9000 (Registrant’s telephone number, including area code)
		Not Applicable
	(Former name, former address, and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SFST	The Nasdaq Global Market

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer	☐	☐		Accelerated filer		☒
Non-accelerated filer	☐	☐	~~(Do not check if a smaller reporting company)~~	Smaller Reporting Company		☐ ☒
				Emerging growth company	☐	☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~7,319,098~~7,853,096 shares of common stock, par value $0.01 per share, were issued and outstanding as of ~~October 25, 2017.~~April 27, 2021.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
~~September 30, 2017~~

March 31, 2021 Form 10-Q

INDEX


PART I – CONSOLIDATED FINANCIAL INFORMATION		Page

Item 1.		Consolidated Financial Statements

		Consolidated Balance Sheets	3

		Consolidated Statements of Income	4

		Consolidated Statements of Comprehensive Income	5

		Consolidated Statements of Shareholders’ Equity	6

		Consolidated Statements of Cash Flows	7

		Notes to Unaudited Consolidated Financial Statements	8

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.		Quantitative and Qualitative Disclosures about Market Risk	46 40

Item 4.		Controls and Procedures	46 41

PART II – OTHER INFORMATION
Item 1.Legal Proceedings		41
Item 1.1A.Risk Factors		~~Legal Proceedings~~	46 41

~~Item 1A.~~		~~Risk Factors~~	46

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	46 41

Item 3.		Defaults upon Senior Securities	46 42

Item 4.		Mine Safety Disclosures	46 42
Item 5.Other Information			42
~~Item 5.~~		~~Other Information~~	46

Item 6.Exhibits	42	~~Exhibits~~	46

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

September 30, December 31,
(dollars in thousands, except share data) 2017 2016
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks $ 18,942 11,574
Federal funds sold 34,016 24,039
Interest-bearing deposits with banks 21,654 10,939
Total cash and cash equivalents 74,612 46,552
Investment securities:
Investment securities available for sale 78,440 64,480
Other investments 3,064 5,742
Total investment securities 81,504 70,222
Mortgage loans held for sale 9,124 7,801
Loans 1,327,739 1,163,644
Less allowance for loan losses (15,579 ) (14,855 )
Loans, net 1,312,160 1,148,789
Bank owned life insurance 32,911 25,471
Property and equipment, net 31,549 28,362
Deferred income taxes 9,085 6,825
Other assets 6,739 6,886
Total assets $ 1,557,684 1,340,908
LIABILITIES
Deposits $ 1,342,577 1,091,151
Federal Home Loan Bank advances and other borrowings 39,200 115,200
Junior subordinated debentures 13,403 13,403
Other liabilities 15,055 11,282
Total liabilities 1,410,235 1,231,036
SHAREHOLDERS’ EQUITY
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares issued and outstanding - -
Common stock, par value $.01 per share, 10,000,000 shares authorized, 7,319,098 and 6,463,789 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively 73 65
Nonvested restricted stock (500 ) (600 )
Additional paid-in capital 99,464 73,371
Accumulated other comprehensive income (loss) (93 ) (504 )
Retained earnings 48,505 37,540
Total shareholders’ equity 147,449 109,872
Total liabilities and shareholders’ equity $ 1,557,684 1,340,908

~~See notes to consolidated financial statements that are an integral part of these consolidated statements.~~

	March 31,			December 31,
(dollars in thousands, except share data)	2021				2020
	(Unaudited)				(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	12,621				12,920
Federal funds sold		74,268				21,744
Interest-bearing deposits with banks		68,456				66,023
Total cash and cash equivalents		155,345				100,687
Investment securities:
Investment securities available for sale		92,997				94,729
Other investments		1,770				3,635
Total investment securities		94,767				98,364
Mortgage loans held for sale		57,073				60,257
Loans		2,183,682				2,142,867
Less allowance for loan losses		(43,499	)			(44,149	)
Loans, net		2,140,183				2,098,718
Bank owned life insurance		48,869				41,102
Property and equipment, net		61,710				60,236
Deferred income taxes		9,813				9,518
Other assets		12,162				13,705
Total assets	$	2,579,922				2,482,587
LIABILITIES
Deposits	$	2,258,751				2,142,758
Federal Home Loan Bank advances and other borrowings		0-				25,000
Subordinated debentures		36,025				35,998
Other liabilities		45,625				50,537
Total liabilities		2,340,401				2,254,293
SHAREHOLDERS’ EQUITY
Preferred stock, par value $.01 per share, 10,000,000 shares authorized		0-				0-
Common stock, par value $.01 per share, 10,000,000 shares authorized, 7,853,096 and 7,772,748 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		79				78
Nonvested restricted stock		(1,075	)			(698	)
Additional paid-in capital		111,181				108,831
Accumulated other comprehensive income (loss)		(90	)			1,023
Retained earnings		129,426				119,060
Total shareholders’ equity		239,521				228,294
Total liabilities and shareholders’ equity	$	2,579,922				2,482,587

~~SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY~~
~~CONSOLIDATED STATEMENTS OF INCOME~~
~~(Unaudited)~~

For the three months For the nine months
ended September 30, ended September 30,
(dollars in thousands, except share data) 2017 2016 2017 2016
Interest income
Loans $ 15,282 12,486 43,089 36,280
Investment securities 443 395 1,208 1,342
Federal funds sold 230 31 548 122
Total interest income 15,955 12,912 44,845 37,744
Interest expense
Deposits 2,084 957 5,073 2,891
Borrowings 562 1,075 2,504 3,153
Total interest expense 2,646 2,032 7,577 6,044
Net interest income 13,309 10,880 37,268 31,700
Provision for loan losses 500 825 1,500 2,025
Net interest income after provision for loan losses 12,809 10,055 35,768 29,675
Noninterest income
Mortgage banking income 1,403 2,003 4,063 5,685
Service fees on deposit accounts 324 269 886 732
Income from bank owned life insurance 224 187 590 553
Gain on sale of investment securities - 106 2 431
Loss on disposal of fixed assets - - (50 ) -
Other income 591 452 1,665 1,320
Total noninterest income 2,542 3,017 7,156 8,721
Noninterest expenses
Compensation and benefits 5,698 4,948 16,496 14,353
Occupancy 1,043 908 3,042 2,670
Real estate owned expenses 28 81 38 725
Outside service and data processing costs 794 690 2,362 1,916
Insurance 258 227 845 678
Professional fees 334 326 1,029 864
Marketing 199 195 605 625
Other 452 425 1,512 1,339
Total noninterest expenses 8,806 7,800 25,929 23,170
Income before income tax expense 6,545 5,272 16,995 15,226
Income tax expense 2,295 1,839 6,030 5,481
Net income available to common shareholders $ 4,250 3,433 10,965 9,745
Earnings per common share
Basic $ 0.58 0.54 1.59 1.55
Diluted $ 0.55 0.51 1.50 1.45
Weighted average common shares outstanding
Basic 7,281,594 6,322,073 6,905,017 6,299,009
Diluted 7,668,476 6,740,751 7,291,164 6,702,475

See notes to consolidated financial statements that are an integral part of these consolidated statements.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~ INCOME

(Unaudited)

For the three months For the nine months
ended September 30, ended September 30,
(dollars in thousands) 2017 2016 2017 2016
Net income $ 4,250 3,433 10,965 9,745
Other comprehensive income (loss):
Unrealized gain (loss) on securities available for sale:
Unrealized holding gain (loss) arising during the period, pretax 130 (222 ) 626 1,552
Tax (expense) benefit (43 ) 75 (213 ) (528 )
Reclassification of realized gain - (106 ) (2 ) (431 )
Tax expense - 37 - 147
Other comprehensive income (loss) 87 (216 ) 411 740
Comprehensive income $ 4,337 3,217 11,376 10,485

	For the three months
	ended March 31,
(dollars in thousands, except share data)	2021			2020
Interest income
Loans	$	22,465			23,367
Investment securities		301			396
Federal funds sold and interest-bearing deposits with banks		47			103
Total interest income		22,813			23,866
Interest expense
Deposits		1,155			5,174
Borrowings		385			594
Total interest expense		1,540			5,768
Net interest income		21,273			18,098
Provision for loan losses		(300	)		6,000
Net interest income after provision for loan losses		21,573			12,098
Noninterest income
Mortgage banking income		4,633			2,668
Service fees on deposit accounts		185			262
ATM and debit card income		470			398
Income from bank owned life insurance		267			270
Other income		349			318
Total noninterest income		5,904			3,916
Noninterest expenses
Compensation and benefits		6,683			6,390
Mortgage production costs		2,867			1,807
Occupancy		1,637			1,533
Other real estate owned expenses		387			0-
Outside service and data processing costs		1,142			1,070
Insurance		301			320
Professional fees		421			400
Marketing		182			230
Other		542			622
Total noninterest expenses		14,162			12,372
Income before income tax expense		13,315			3,642
Income tax expense		2,949			810
Net income available to common shareholders	$	10,366			2,832
Earnings per common share
Basic	$	1.33			0.37
Diluted		1.31			0.36
Weighted average common shares outstanding
Basic		7,774,515			7,678,598
Diluted		7,908,537			7,827,173

See notes to consolidated financial statements that are an integral part of these consolidated statements.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’ EQUITY~~
~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016~~
COMPREHENSIVE INCOME

(Unaudited)

                        Accumulated
Nonvested Additional other
(dollars in thousands, except share data) Common stock Preferred stock restricted paid-in       comprehensive Retained
Shares       Amount Shares       Amount stock capital income (loss) earnings Total
December 31, 2015 6,289,038 $ 63 - - $ (360 ) $ 70,037 $ (4 )       $ 24,504       $ 94,240
Net income - - - - - - - 9,745 9,745
Proceeds from exercise of stock options 71,628 1 - - - 533 - - 534
Issuance of restricted stock 22,000 - - - (526 ) 526 - - -
Amortization of deferred compensation on restricted stock - - - - 211 - - - 211
Compensation expense related to stock options, net of tax - - - - - 553 - - 553
Other comprehensive income - - - - - - 740 - 740
September 30, 2016 6,382,666 $ 64 - $ - $ (675 ) $ 71,649 $ 736 $ 34,249 $ 106,023
December 31, 2016 6,463,789 65 - - (600 ) 73,371 (504 ) 37,540 109,872
Net income - - - - - - - 10,965 10,965
Net issuance of common stock 805,000 8 - - - 24,750 - - 24,758
Proceeds from exercise of stock options 47,184 - - - - 454 - - 454
Issuance of restricted stock 3,125 - - - (146 ) 146 - - -
Amortization of deferred compensation on restricted stock - - - - 246 - - - 246
Compensation expense related to stock options, net of tax - - - - - 743 - - 743
Other comprehensive income - - - - - - 411 - 411
September 30, 2017 7,319,098 $ 73 - $ - $ (500 ) $ 99,464 $ (93 ) $ 48,505 $ 147,449

	For the three months
	ended March 31,
(dollars in thousands)	2021			2020
Net income	$	10,366			2,832
Other comprehensive income:
Unrealized gain on securities available for sale:
Unrealized holding gain (loss) arising during the period, pretax		(1,409	)		895
Tax (expense) benefit		296			(187	)
Reclassification of realized gain		0-			0-
Tax expense		0-			0-
Other comprehensive income (loss)		(1,113	)		708
Comprehensive income	$	9,253			3,540

See notes to consolidated financial statements that are an integral part of these consolidated statements.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~
SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

(Unaudited)

For the nine months ended September 30,
(dollars in thousands) 2017 2016
Operating activities
Net income $ 10,965 $ 9,745
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses 1,500 2,025
Depreciation and other amortization 1,053 939
Accretion and amortization of securities discounts and premium, net 422 433
Gain on sale of investment securities available for sale (2 ) (431 )
Loss on sale of real estate owned 3 51
Loss on disposal of fixed assets 50 -
Write-down of real estate owned 7 389
Compensation expense related to stock options and grants 989 764
Gain on sale of loans held for sale (4,520 ) (5,704 )
Loans originated and held for sale (144,622 ) (198,601 )
Proceeds from sale of loans held for sale 147,819 200,122
Increase in cash surrender value of bank owned life insurance (590 ) (553 )
(Increase) decrease in deferred tax asset (2,472 ) 552
Increase in other assets, net (72 ) (606 )
Increase in other liabilities 3,773 1,328
Net cash provided by operating activities 14,303 10,453
Investing activities
Increase (decrease) in cash realized from:
Origination of loans, net (165,160 ) (110,576 )
Purchase of property and equipment (4,290 ) (4,079 )
Purchase of investment securities:
Available for sale (20,675 ) (16,852 )
Other (1,811 ) (806 )
Payments and maturities, calls and repayments of investment securities:
Available for sale 6,918 18,448
Other 4,489 -
Proceeds from sale of investment securities available for sale - 22,185
Purchase of life insurance policies (6,850 ) -
Proceeds from sale of real estate owned 498 395
Net cash used for investing activities (186,881 ) (91,285 )
Financing activities
Increase (decrease) in cash realized from:
Increase in deposits, net 251,426 59,342
Decrease in Federal Home Loan Bank advances and other borrowings, net (76,000 ) -
Proceeds from issuance of common stock 24,758 -
Proceeds from the exercise of stock options and warrants 454 534
Net cash provided by financing activities 200,638 59,876
Net increase (decrease) in cash and cash equivalents 28,060 (20,956 )
Cash and cash equivalents at beginning of the period 46,552 62,866
Cash and cash equivalents at end of the period $ 74,612 $ 41,910
Supplemental information
Cash paid for
Interest $ 7,404 $ 5,951
Income taxes 5,490 4,930
Schedule of non-cash transactions
Real estate acquired in settlement of loans 289 245
Unrealized gain on securities, net of income taxes 413 1,024

~~See notes to consolidated financial statements that are an integral part of these consolidated statements.~~


												Accumulated
							Nonvested			Additional		other
	Common stock			Preferred stock			restricted			paid-in		comprehensive			Retained
(dollars in thousands, except share data)	Shares	Amount		Shares	Amount		stock			capital		income (loss)			earnings		Total
December 31, 2019	7,672,678	$	77	0-	$	0-	$	(803	)	$	106,152	$	(298	)	$	100,732	$	205,860
Net income	-		-	-		-		-			-		-			2,832		2,832
Proceeds from exercise of stock options	35,404		-	-		-		-			741		-			-		741
Issuance of restricted stock	9,500		-	-		-		(406	)		406		-			-		-
Compensation expense related to restricted stock, net of tax	-		-	-		-		104			-		-			-		104
Compensation expense related to stock options, net of tax	-		-	-		-		-			230		-			-		230
Other comprehensive income	-		-	-		-		-			-		708			-		708

March 31, 2020	7,717,582	$	77	0-	$	0-	$	(1,105	)	$	107,529	$	410		$	103,564	$	210,475
December 31, 2020	7,772,748		78	0-		0-		(698	)		108,831		1,023			119,060		228,294
Net income	-		-	-		-		-			-		-			10,366		10,366
Proceeds from exercise of stock options	69,598		1	-		-		-			1,577		-			-		1,578
Issuance of restricted stock	10,750		-	-		-		(477	)		477		-			-		-
Compensation expense related to restricted stock, net of tax	-		-	-		-		100			-		-			-		100
Compensation expense related to stock options, net of tax	-		-	-		-		-			296		-			-		296
Other comprehensive loss	-		-	-		-		-			-		(1,113	)		-		(1,113	)

March 31, 2021	7,853,096	$	79	0-	$	0-	$	(1,075	)	$	111,181	$	(90	)	$	129,426	$	239,521

See notes to consolidated financial statements that are an integral part of these consolidated statements.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the three months ended
March 31,
(dollars in thousands)
2021
2020
Operating activities
Net income
$
10,366
2,832
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Provision for loan losses
(300
)
6,000
Depreciation and other amortization
551
549
Accretion and amortization of securities discounts and premium, net
232
116
Loss on sale of real estate owned
380
0-
Gain on sale of fixed assets
(10
)
0-
Net change in operating leases
121
55
Compensation expense related to stock options and restricted stock grants
396
334
Gain on sale of loans held for sale
(4,813
)
(2,778
)
Loans originated and held for sale
(173,380
)
(95,423
)
Proceeds from sale of loans held for sale
181,377
90,299
Increase in cash surrender value of bank owned life insurance
(267
)
(270
)
Decrease in deferred tax asset
1
0-
Decrease (increase) in other assets
376

(1,490
)
Decrease in other liabilities
(4,461
)
(3,782
)
Net cash provided by (used for) operating activities
10,569

(3,558
)
Investing activities
Increase (decrease) in cash realized from:
Increase in loans, net
(41,165
)
(86,916
)
Purchase of property and equipment
(2,609
)
(1,119
)
Purchase of investment securities:
Available for sale
(5,366
)
(6,302
)
Payments and maturities, calls and repayments of investment securities:
Available for sale
5,458
4,269
Other investments
1,862
1,607
Purchase of bank owned life insurance
(7,500
)
0-
Proceeds from sale of fixed assets
50
0-
Proceeds from sale of other real estate owned
788
0-
Net cash used for investing activities
(48,482
)
(88,461
)
Financing activities
Increase (decrease) in cash realized from:
Increase in deposits, net
115,993
149,574
Decrease in Federal Home Loan Bank advances and other borrowings, net
(25,000
)
(45,000
)
Proceeds from the exercise of stock options
1,578
741
Net cash provided by financing activities
92,571
105,315
Net increase in cash and cash equivalents
54,658
13,296
Cash and cash equivalents at beginning of the period
100,687
127,816
Cash and cash equivalents at end of the period
$
155,345
141,112
Supplemental information
Cash paid for
Interest
$
2,767
7,103
Income taxes
0-
0-
Schedule of non-cash transactions
Unrealized gain (loss) on securities, net of income taxes
(1,113
)
708

See notes to consolidated financial statements that are an integral part of these consolidated statements.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Nature of Business and Basis of Presentation

Business Activity

Southern First Bancshares, Inc. ~~(the "Company"~~(the “Company”) is a South Carolina corporation that owns all of the capital stock of Southern First Bank (the ~~"Bank"~~“Bank”) and all of the stock of Greenville First Statutory ~~Trust~~Trusts I and II (collectively, the ~~"Trusts"~~“Trusts”). The Trusts are special purpose non-consolidated entities organized for the sole purpose of issuing trust preferred securities. The Bank's primary federal regulator is the Federal Deposit Insurance Corporation (the ~~"FDIC"~~“FDIC”). The Bank is also regulated and examined by the South Carolina Board of Financial Institutions. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the FDIC, and providing commercial, consumer and mortgage loans to the general public.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~three- and nine-month periods~~three-month period ended ~~September 30, 2017~~March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2021. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 as filed with the U.S. Securities and Exchange Commission (“SEC”) on March ~~3, 2017.~~2, 2021. The consolidated financial statements include the accounts of the Company and the Bank. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the financial statements related to the Trusts have not been consolidated.

Business Segments

In determining proper segment definition, the Company considers the materiality of a potential segment and components of the business about which financial information is available and regularly evaluated, relative to a resource allocation and performance assessment. The Company accounts for intersegment revenues and expenses as if the revenue/expense transactions were generated to third parties, that is, at current market prices. Please refer to “Note 10 – Reportable Segments” for further information on the reporting for the Company’s three business segments.

Use of Estimates

The preparation of consolidated financial statements in conformity with ~~accounting principles generally accepted in the United States of America~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, real estate acquired in the settlement of loans, fair value of financial instruments, evaluating other-than-temporary-impairment of investment securities and valuation of deferred tax assets.

~~Business Segments~~
Risks and Uncertainties

The unprecedented and rapid spread of COVID-19 and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and significant volatility and disruption in financial markets, and has had an adverse effect on the Company’s business, financial condition and results of operations. The ultimate extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition and results of operations is currently uncertain and the timing and pace of recovery will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our clients, employees and vendors.

The Company’s business, financial condition and results of operations generally rely upon the ability of the Bank’s borrowers to repay their loans, the value of collateral underlying the Bank’s secured loans, and demand for loans and other products and services the Bank offers, which are highly dependent on the business environment in the Bank’s primary markets where it operates and in the United States as a whole.

On March 3, 2020, the Federal Reserve reduced the target federal funds rate by 50 basis points, followed by an additional reduction of 100 basis points on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 pandemic have had, and are expected to continue to have, possibly materially, an adverse effect on Company’s business, financial condition and results of operations. For instance, the pandemic has had negative effects on the Bank’s interest income, provision for loan losses, and certain transaction-based line items of noninterest income. Other financial impacts could occur though such potential impact is unknown at this time.

As of March 31, 2021, the Company’s and the Bank’s capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by further credit losses.

The Company ~~began reporting its activities as three business segments – Commercial and Retail Banking, Mortgage Banking and Corporate – in 2016. In determining proper segment definition,~~maintains access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the ~~Company considers~~subsidiary bank. As of March 31, 2021, the materiality of a potential segment and components of the business about which financial information is available and regularly evaluated, relative to a resource allocation and performance assessment. The Company accounts for intersegment revenues and expenses as if the revenue/expense transactions were generated to third parties, that is, at current market prices. Please refer to “Note 9 – Reportable Segments” for further information on the reporting for the Company’s three business segments.$15.0 million line was unused.

Reclassifications

Certain amounts, previously reported, have been reclassified to state all periods on a comparable basis and had no effect on shareholders’ equity or net income.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. ~~Management performed an evaluation~~

Newly Issued, But Not Yet Effective Accounting Standards

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to ~~determine whether there~~form their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for all annual and interim periods beginning after December 31, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. Adoption will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company has established a team of individuals from credit, finance and risk management to evaluate the requirements of the new standard and the impact it will have on its processes.

In November 2019, the FASB issued guidance that addresses issues raised by stakeholders during the implementation of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendments affect a variety of Topics in the Accounting Standards Codification. For public business entities that meet the definition of a smaller reporting company, such as the Company, the amendments are effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. Early adoption is permitted in any interim period as long as the Company has adopted to amendments in ASU 2016-13. Currently, the Company is evaluating the impact of adoption on its financial statements and does not expect to adopt the ASU before the effective period.

Other accounting standards that have been ~~any subsequent events since~~issued or proposed by the ~~balance sheet~~FASB or other standards-setting bodies that do not require adoption until a future date ~~and determined that no subsequent events occurred requiring accrual or disclosure.~~are not expected to have a material impact on the consolidated financial statements upon adoption.

NOTE 2 – Investment Securities

The amortized costs and fair value of investment securities are as follows:

September 30, 2017
Amortized Gross Unrealized Fair
(dollars in thousands) Cost Gains Losses Value
Available for sale
US government agencies $ 8,754 14 58 8,710
SBA securities 4,357 - 18 4,339
State and political subdivisions 20,088 329 60 20,357
Mortgage-backed securities 45,381 15 362 45,034
Total investment securities available for sale $ 78,580 358 498 78,440

December 31, 2016
Amortized Gross Unrealized Fair
Cost Gains Losses Value
Available for sale
US government agencies $ 6,271 1 113 6,159
SBA securities 1,453 - 16 1,437
State and political subdivisions 20,625 141 292 20,474
Mortgage-backed securities 36,895 21 506 36,410
Total investment securities available for sale $ 65,244 163 927 64,480

During the first nine months of 2017, there were $915,000 of investment securities either sold or called, resulting in a gain on sale of $2,000. During the first nine months of 2016, approximately $33.5 million of investment securities were either sold or called, subsequently resulting in a gain on sale of $431,000.


	March 31, 2021
	Amortized		Gross Unrealized				Fair
(dollars in thousands)	Cost		Gains		Losses		Value
Available for sale
US government agencies	$	7,494		1		232		7,263
SBA securities		498		0-		18		480
State and political subdivisions		19,632		451		272		19,811
Asset-backed securities		11,234		58		9		11,283
Mortgage-backed securities
FHLMC		13,099		167		254		13,012
FNMA		33,870		424		377		33,917
GNMA		7,284		35		88		7,231
Total mortgage-backed securities		54,253		626		719		54,160
Total investment securities available for sale	$	93,111		1,136		1,250		92,997


	December 31, 2020
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Available for sale
US government agencies	$	6,500		1		8		6,493
SBA securities		504		0-		19		485
State and political subdivisions		18,614		804		30		19,388
Asset-backed securities		11,587		15		73		11,529
Mortgage-backed securities
FHLMC		12,157		206		47		12,316
FNMA		35,893		507		91		36,309
GNMA		8,179		53		23		8,209
Total mortgage-backed securities		56,229		766		161		56,834
Total	$	93,434		1,586		291		94,729

Contractual maturities and yields on the Company’s investment securities at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

September 30, 2017
Less than one year One to five years Five to ten years Over ten years Total
(dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
Available for sale
US government agencies $ 997 1.15 % 1,517 2.04 % 6,196 2.39 % - - 8,710 2.19 %
SBA securities - - - - - - 4,339 2.48 % 4,339 2.48 %
State and political subdivisions - - 3,668 1.64 % 11,730 2.44 % 4,959 2.88 % 20,357 2.40 %
Mortgage-backed securities 790 1.30 % - - 12,005 1.80 % 32,239 2.04 % 45,034 1.97 %
Total $ 1,787 1.21 % 5,185 1.59 % 29,931 2.18 % 41,537 2.23 % 78,440 2.13 %

December 31, 2016
Less than one year One to five years Five to ten years Over ten years Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
Available for sale
US government agencies $ - - 997 1.15 % 5,162 2.23 % - - 6,159 2.06 %
SBA securities - - - - - - 1,437 1.32 % 1,437 1.32 %
State and political subdivisions - - 2,271 1.73 % 12,287 2.35 % 5,916 2.77 % 20,474 2.40 %
Mortgage-backed securities - - - - 8,527 1.64 % 27,883 1.68 % 36,410 1.67 %
Total $ - - 3,268 1.55 % 25,976 2.10 % 35,236 1.85 % 64,480 1.93 %


	March 31, 2021
	Less than one year				One to five years					Five to ten years					Over ten years					Total
(dollars in thousands)	Amount		Yield		Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Available for sale
US government agencies	$	0-		0-		2,497		0.36	%		3,832		1.12	%		934		1.48	%		7,263		0.91	%
SBA securities		0-		0-		0-		0-			0-		0-			480		0.99	%		480		0.99	%
State and political subdivisions		0-		0-		470		2.13	%		2,756		1.90	%		16,585		2.18	%		19,811		2.14	%
Asset-backed securities		0-		0-		0-		0-			1,888		1.15	%		9,395		0.97	%		11,283		1.00	%
Mortgage-backed securities		0-		0-		1,743		1.78	%		8,867		1.78	%		43,550		1.15	%		54,160		1.28	%
Total	$	0-		0-		4,710		1.06	%		17,343		1.59	%		70,944		1.37	%		92,997		1.40	%


	December 31, 2020
	Less than one year				One to five years					Five to ten years					Over ten years					Total
(dollars in thousands)	Amount		Yield		Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Available for sale
US government agencies	$	0-		0-		2,501		0.37	%		2,995		1.07	%		997		1.48	%		6,493		0.86	%
SBA securities		0-		0-		0-		0-			0-		0-			485		0.98	%		485		0.98	%
State and political subdivisions		0-		0-		470		2.13	%		3,053		1.98	%		15,865		2.23	%		19,388		2.18	%
Asset-backed securities		0-		0-		0-		0-			1,983		1.17	%		9,546		1.00	%		11,529		1.03	%
Mortgage-backed securities		0-		0-		2,044		1.77	%		9,544		1.74	%		45,246		1.36	%		56,834		1.44	%
Total	$	0-		0-		5,015		1.10	%		17,575		1.60	%		72,139		1.50	%		94,729		1.50	%

The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

September 30, 2017
Less than 12 months 12 months or longer Total
Fair Unrealized Fair Unrealized Fair Unrealized
(dollars in thousands) #     value losses #     value losses #     value losses
Available for sale
US government agencies 6 $ 5,250 $ 40 1 $ 740 $ 18 7 $ 5,990 $ 58
SBA securities 1 2,937 12 1 1,402 6 2 4,339 18
State and political subdivisions 8 3,652 12 6 2,910 48 14 6,562 60
Mortgage-backed securities 25 29,392 230 8 9,839 132 33 39,231 362
Total 40 $ 41,231 $ 294 16 $ 14,891 $ 204 56 $ 56,122 $ 498

    December 31, 2016
Less than 12 months 12 months or longer Total
Fair Unrealized Fair Unrealized Fair Unrealized
#     value     losses     #     value     losses     #     value     losses
Available for sale
US government agencies 5 $ 5,144 $ 113 - $ - $ - 5 $ 5,144 $ 113
SBA securities 1 1,437 16 - - - 1 1,437 16
State and political subdivisions 32 13,936 292 - - - 32 13,936 292
Mortgage-backed securities 25 27,292 476 2 3,991 30 27 31,283 506
Total 63 $ 47,809 $ 897 2 $ 3,991 $ 30 65 $ 51,800 $ 927


		March 31, 2021
		Less than 12 months					12 months or longer						Total
			Fair		Unrealized				Fair		Unrealized				Fair		Unrealized
(dollars in thousands)	#		value		losses		#		value		losses		#		value		losses
Available for sale
US government agencies		7	$	6,762	$	232		0-	$	0-	$	0-		7	$	6,762	$	232
SBA securities		0-		0-		0-		1		479		18		1		479		18
State and political subdivisions		11		7,239		272		0-		0-		0-		11		7,239		272
Asset-backed securities		0-		0-		0-		2		1,961		9		2		1,961		9
Mortgage-backed securities
FHLMC		6		6,896		254		0-		0-		0-		6		6,896		254
FNMA		12		14,882		367		2		1,251		10		14		16,133		377
GNMA		3		5,293		88		0-		0-		0-		3		5,293		88
Total		39	$	41,072	$	1,213		5	$	3,691	$	37		44	$	44,763	$	1,250


		December 31, 2020
		Less than 12 months					12 months or longer						Total
			Fair		Unrealized				Fair		Unrealized				Fair		Unrealized
	#		value		losses		#		value		losses		#		value		losses
Available for sale
US government agencies		3	$	2,992	$	8		0-	$	0-	$	0-		3	$	2,992	$	8
SBA securities		0-		0-		0-		1		484		19		1		484		19
State and political subdivisions		8		4,861		30		0-		0-		0-		8		4,861		30
Asset-backed securities		0-		0-		0-		6		6,998		73		6		6,998		73
Mortgage-backed securities
FHLMC		4		5,313		47		0-		0-		0-		4		5,313		47
FNMA		9		11,659		66		3		1,984		25		12		13,643		91
GNMA		2		3,838		23		0-		0-		0-		2		3,838		23
Total		26	$	28,663	$	174		10	$	9,466	$	117		36	$	38,129	$	291

At ~~September 30, 2017,~~March 31, 2021 the Company had 4039 individual investments with a fair market value of ~~$41.2~~$41.1 million that were in an unrealized loss position for less than 12 months and 165 individual investments with a fair market value of ~~$14.9~~$3.7 million that were in an unrealized loss position for 12 months or longer. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality. The individual securities are each investment grade securities. The Company considers the length of time and extent to which the fair value of available-for-sale debt securities have been less than cost to conclude that such securities are not other-than-temporarily impaired. The Company also considers other factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions.

As the Company has no intent to sell securities with unrealized losses and it is not more-likely-than-not that the Company will be required to sell these securities before recovery of amortized cost, the Company has concluded that these securities are not impaired on an other-than-temporary basis.

Other investments are comprised of the following and are recorded at cost which approximates fair value.

(dollars in thousands) September 30, 2017 December 31, 2016
Federal Home Loan Bank stock $ 2,479 5,173
Investment in Trust Preferred securities 403 403
Other investments 182 166
Total other investments $ 3,064 5,742


(dollars in thousands)	March 31, 2021		December 31, 2020
Federal Home Loan Bank stock	$	1,241		3,103
Other investments		126		129
Investment in Trust Preferred securities		403		403
Total other investments	$	1,770		3,635

The Company has evaluated the Federal Home Loan Bank (“FHLB”) stock for impairment and determined that the investment in the FHLB stock is not other than temporarily impaired as of ~~September 30, 2017~~March 31, 2021 and that ultimate recoverability of the par value of this investment is probable. All of the FHLB stock is used to collateralize advances with the FHLB.

At September 30, 2017, $9.8 million of securities were pledged as collateral for repurchase agreements from brokers and no securities were pledged to secure client deposits. At December 31, 2016, $21.0 million of securities were pledged as collateral for repurchase agreements from brokers, and approximately $21.1 million of securities were pledged to secure client deposits.

NOTE 3 – Mortgage Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are reported as loans held for sale and carried at fair value under the fair value option ~~which was adopted by the Company on April 1, 2016,~~ with changes in fair value recognized in current period earnings. At the date of funding of the mortgage loan held for sale, the funded amount of the loan, the related derivative asset or liability of the associated interest rate lock commitment, less direct loan costs becomes the initial recorded investment in the loan held for sale. Such amount approximates the fair value of the loan. At ~~September 30, 2017,~~March 31, 2021, mortgage loans held for sale totaled ~~$9.1~~$57.1 million compared to ~~$7.8~~$60.2 million at December 31, ~~2016.~~2020.

Mortgage loans held for sale are considered de-recognized, or sold, when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that both entitles and obligates the Company to repurchase or redeem the transferred assets before their maturity or the ability to unilaterally cause the holder to return specific assets.

Gains and losses from the sale of mortgage loans are recognized based upon the difference between the sales proceeds and carrying value of the related loans upon sale and are recorded in mortgage banking income in the statement of income. Mortgage banking income also includes the unrealized gains and losses associated with the loans held for sale and the realized and unrealized gains and losses from derivatives.

Mortgage loans sold to investors by the Company, ~~to investors~~ and which were believed to have met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase or indemnification in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company may, upon mutual agreement, agree to repurchase the loans or indemnify the investor against future losses on such loans. In such cases, the Company bears any subsequent credit loss on the loans. As appropriate, the Company establishes mortgage repurchase reserves related to various representations and warranties that reflect management’s estimate of losses.

NOTE 4 – Loans and Allowance for Loan Losses

The following table summarizes the composition of our loan portfolio. Total gross loans are recorded net of deferred loan fees and costs, which totaled ~~$2.2~~$3.9 million as of ~~September 30, 2017~~March 31, 2021 and ~~$2.0 million as of~~ December 31, ~~2016.~~2020.

September 30, 2017 December 31, 2016
(dollars in thousands) Amount % of Total Amount % of Total
Commercial
Owner occupied RE $ 317,262 23.9 % $ 285,938 24.6 %
Non-owner occupied RE 301,360 22.7 % 239,574 20.6 %
Construction 32,332 2.4 % 33,393 2.9 %
Business 214,898 16.2 % 202,552 17.4 %
Total commercial loans 865,852 65.2 % 761,457 65.5 %
Consumer
Real estate 250,483 18.9 % 215,588 18.5 %
Home equity 150,371 11.3 % 137,105 11.8 %
Construction 38,766 2.9 % 31,922 2.7 %
Other 22,267 1.7 % 17,572 1.5 %
Total consumer loans 461,887 34.8 % 402,187 34.5 %
Total gross loans, net of deferred fees 1,327,739 100.0 % 1,163,644 100.0 %
Less—allowance for loan losses (15,579 ) (14,855 )
Total loans, net $ 1,312,160 $ 1,148,789


	March 31, 2021						December 31, 2020
(dollars in thousands)	Amount			% of Total			Amount			% of Total
Commercial
Owner occupied RE	$	448,505			20.5	%	$	433,320			20.2	%
Non-owner occupied RE		584,187			26.8	%		585,269			27.3	%
Construction		51,996			2.4	%		61,467			2.9	%
Business		303,895			13.9	%		307,599			14.4	%
Total commercial loans		1,388,583			63.6	%		1,387,655			64.8	%
Consumer
Real estate		574,541			26.3	%		536,311			25.0	%
Home equity		154,157			7.1	%		156,957			7.3	%
Construction		44,170			2.0	%		40,525			1.9	%
Other		22,231			1.0	%		21,419			1.0	%
Total consumer loans		795,099			36.4	%		755,212			35.2	%
Total gross loans, net of deferred fees		2,183,682			100.0	%		2,142,867			100.0	%
Less—allowance for loan losses		(43,499	)					(44,149	)
Total loans, net	$	2,140,183					$	2,098,718

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following tables summarizes the loan maturity distribution by type and related interest rate characteristics based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below, because borrowers have the right to prepay obligations with or without prepayment penalties.

September 30, 2017
After one
One year but within After five
(dollars in thousands) or less five years years Total
Commercial
Owner occupied RE $ 24,771 165,019 127,472 317,262
Non-owner occupied RE 47,778 155,987 97,595 301,360
Construction 6,908 6,492 18,932 32,332
Business 63,391 109,003 42,504 214,898
Total commercial loans 142,848 436,501 286,503 865,852
Consumer
Real estate 23,864 62,991 163,628 250,483
Home equity 10,441 25,930 114,000 150,371
Construction 19,312 635 18,819 38,766
Other 5,875 12,082 4,310 22,267
Total consumer loans 59,492 101,638 300,757 461,887
Total gross loans, net of deferred fees $ 202,340 538,139 587,260 1,327,739
Loans maturing after one year with:
Fixed interest rates $ 851,998
Floating interest rates 273,401

December 31, 2016
After one
One year but within After five
or less five years years Total
Commercial
Owner occupied RE $ 26,062 145,419 114,457 285,938
Non-owner occupied RE 34,685 142,261 62,628 239,574
Construction 5,881 9,558 17,954 33,393
Business 66,361 99,255 36,936 202,552
Total commercial loans 132,989 396,493 231,975 761,457
Consumer
Real estate 26,342 49,832 139,414 215,588
Home equity 7,142 29,041 100,922 137,105
Construction 14,103 627 17,192 31,922
Other 5,049 9,305 3,218 17,572
Total consumer 52,636 88,805 260,746 402,187
Total gross loan, net of deferred fees $ 185,625 485,298 492,721 1,163,644
Loans maturing after one year with:
Fixed interest rates $ 733,892
Floating interest rates 244,127

March 31, 2021
After one
One year
but within
After five
(dollars in thousands)
or less
five years
years
Total
Commercial
Owner occupied RE
$
24,523
134,934
289,048
448,505
Non-owner occupied RE
46,417
328,193
209,577
584,187
Construction
20,043
10,372
21,581
51,996
Business
77,057
136,088
90,750
303,895
Total commercial loans
168,040
609,587
610,956
1,388,583
Consumer
Real estate
13,740
51,884
508,917
574,541
Home equity
3,637
22,883
127,637
154,157
Construction
802
1,361
42,007
44,170
Other
8,205
10,528
3,498
22,231
Total consumer loans
26,384
86,656
682,059
795,099
Total gross loans, net of deferred fees
$
194,424
696,243
1,293,015
2,183,682
Loans maturing after one year with:
Fixed interest rates
$
1,636,382
Floating interest rates
352,876

December 31, 2020
After one
One year
but within
After five
(dollars in thousands)
or less
five years
years
Total
Commercial
Owner occupied RE
$
22,232
136,031
275,057
433,320
Non-owner occupied RE
39,359
335,249
210,661
585,269
Construction
21,824
15,785
23,858
61,467
Business
76,662
140,959
89,978
307,599
Total commercial loans
160,077
628,024
599,554
1,387,655
Consumer
Real estate
14,205
54,863
467,243
536,311
Home equity
4,824
23,835
128,298
156,957
Construction
1,629
1,234
37,662
40,525
Other
6,438
11,413
3,568
21,419
Total consumer
27,096
91,345
636,771
755,212
Total gross loan, net of deferred fees
$
187,173
719,369
1,236,325
2,142,867
Loans maturing after one year with:
Fixed interest rates
$
1,590,171
Floating interest rates
365,523

Paycheck Protection Program (“PPP”)

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act or the “Act”) to provide emergency assistance and health care response for individuals, families, and businesses affected by the coronavirus pandemic. The Small Business Administration (“SBA”) received funding and authority through the Act to modify existing loan programs and establish a new loan program to assist small businesses nationwide adversely impacted by the COVID-19 emergency. The Act temporarily permits the SBA to guarantee 100% of certain loans under a new program titled the “Paycheck Protection Program” and also provides for forgiveness of up to the full principal amount of qualifying loans guaranteed under the PPP.

We became an approved SBA lender in March 2020 and processed 853 loans under the PPP for a total of $97.5 million during the second quarter of 2020. On June 26, 2020, we completed the sale of our PPP loan portfolio to The Loan Source Inc., together with its servicing partner, ACAP SME LLC.

The SBA is offering a second round of PPP loans through May 31, 2021; however, we do not intend to originate any new PPP loans, but through our relationship with The Loan Source Inc., we may receive a referral fee on PPP loans they originate to our clients. We did not receive any referral fees through March 31, 2021.

Portfolio Segment Methodology

Commercial

Commercial loans are assessed for estimated losses by grading each loan using various risk factors identified through periodic reviews. The Company applies historic grade-specific loss factors to each loan class. In the development of statistically derived loan grade loss factors, the Company observes historical losses over 20 quarters for each loan grade. These loss estimates are adjusted as appropriate based on additional analysis of external loss data or other risks identified from current economic conditions and credit quality trends. The allowance also includes an amount for the estimated impairment on nonaccrual commercial loans and commercial loans modified in a troubled debt restructuring (“TDR”), whether on accrual or nonaccrual status.

Consumer

For consumer loans, the Company determines the allowance on a collective basis utilizing historical losses over 20 quarters to represent its best estimate of inherent loss. The Company pools loans, generally by loan class with similar risk characteristics. The allowance also includes an amount for the estimated impairment on nonaccrual consumer loans and consumer loans modified in a TDR, whether on accrual or nonaccrual status.

Credit Quality Indicators

Commercial

We manage a consistent process for assessing commercial loan credit quality by monitoring its loan grading trends and past due statistics. All loans are subject to individual risk assessment. Our risk categories include Pass, Special Mention, Substandard, and Doubtful, each of which is defined by our banking regulatory agencies. Delinquency statistics are also an important indicator of credit quality in the establishment of our allowance for ~~credit~~loan losses.

We categorize our loans into risk categories based on relevant information about the ability of the borrower to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. A description of the general characteristics of the risk grades is as follows:

●	• Pass—These loans range from minimal credit risk to average credit risk; however, still have acceptable credit risk. 14 • Special mention—A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date. •

●	Special mention—A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.

●	Substandard—A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

●	Doubtful—A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.

~~The tables below provide~~ a ~~breakdown~~well-defined weakness, or weaknesses, that may jeopardize the liquidation of ~~outstanding commercial loans~~the debt. A substandard loan is characterized by ~~risk category.~~the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

September 30, 2017
Owner Non-owner
(dollars in thousands) occupied RE occupied RE Construction Business Total
Pass $ 312,878 294,934 32,332 204,694 844,838
Special mention 2,020 2,039 - 4,587 8,646
Substandard 2,364 4,387 - 5,617 12,368
Doubtful - - - - -
$ 317,262 301,360 32,332 214,898 865,852

December 31, 2016
Owner Non-owner
occupied RE occupied RE Construction Business Total
Pass $ 282,055 234,957 33,393 193,517 743,922
Special mention 1,097 975 - 2,489 4,561
Substandard 2,786 3,642 - 6,546 12,974
Doubtful - - - - -
$ 285,938 239,574 33,393 202,552 761,457

•

Doubtful—A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.

The following tables provide past due information for outstanding commercial loans and include loans on nonaccrual status as well as accruing TDRs.

September 30, 2017
Owner Non-owner
(dollars in thousands) occupied RE occupied RE Construction Business Total
Current $ 317,019 300,720 32,332 213,394 863,465
30-59 days past due - - - 1,381 1,381
60-89 days past due - - - - -
Greater than 90 Days 243 640 - 123 1,006
$ 317,262 301,360 32,332 214,898 865,852

December 31, 2016
Owner Non-owner
occupied RE occupied RE Construction Business Total
Current $ 284,700 238,346 33,393 200,624 757,063
30-59 days past due 981 - - 1,423 2,404
60-89 days past due 257 56 - - 313
Greater than 90 Days - 1,172 - 505 1,677
$ 285,938 239,574 33,393 202,552 761,457


	March 31, 2021
	Owner		Non-owner
(dollars in thousands)	occupied RE		occupied RE		Construction		Business		Total
Current	$	448,298		583,489		51,996		303,808		1,387,591
30-59 days past due		0-		0-		0-		50		50
60-89 days past due		0-		147		0-		0-		147
Greater than 90 Days		207		551		0-		37		795
	$	448,505		584,187		51,996		303,895		1,388,583


	December 31, 2020
	Owner		Non-owner
(dollars in thousands)	occupied RE		occupied RE		Construction		Business		Total
Current	$	432,711		584,565		61,467		307,261		1,386,004
30-59 days past due		403		282		0-		35		720
60-89 days past due		0-		0-		0-		266		266
Greater than 90 Days		206		422		0-		37		665
	$	433,320		585,269		61,467		307,599		1,387,655

As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, loans 30 days or more past due represented ~~0.36%~~0.12% and ~~0.55%~~0.17% of the Company’s total loan portfolio, respectively. Commercial loans 30 days or more past due were ~~0.18%~~0.05% and ~~0.38%~~0.08% of the Company’s total loan portfolio as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively.

The tables below provide a breakdown of outstanding commercial loans by risk category.

March 31, 2021
Owner
Non-owner
(dollars in thousands)
occupied RE
occupied RE
Construction
Business
Total
Pass
$
445,915
505,500
51,861
297,637
1,300,913
Special mention
2,074
49,394
0-
1,930
53,398
Substandard
516
29,293
135
4,328
34,272
Doubtful
0-
0-
-
0-
0-
$
448,505
584,187
51,996
303,895
1,388,583

December 31, 2020
Owner
Non-owner
(dollars in thousands)
occupied RE
occupied RE
Construction
Business
Total
Pass
$
430,291
576,095
61,328
301,838
1,369,552
Special mention
624
587
0-
1,703
2,914
Substandard
2,405
8,587
139
4,058
15,189
Doubtful
0-
0-
0-
0-
0-
$
433,320
585,269
61,467
307,599
1,387,655

Consumer

The Company manages a consistent process for assessing consumer loan credit quality by monitoring its loan grading trends and past due statistics. All loans are subject to individual risk assessment. The Company’s categories include Pass, Special Mention, Substandard, and Doubtful, which are defined above. Delinquency statistics are also an important indicator of credit quality in the establishment of the allowance for loan losses.

~~The tables below provide a breakdown of outstanding consumer loans by risk category.~~

September 30, 2017
(dollars in thousands) Real estate Home equity Construction Other Total
Pass $ 246,962 147,570 38,766 22,172 455,470
Special mention 719 126 - 7 852
Substandard 2,802 2,675 - 88 5,565
Doubtful - - - - -
Loss - - - - -
$ 250,483 150,371 38,766 22,267 461,887

December 31, 2016
Real estate Home equity Construction Other Total
Pass $ 211,563 134,124 31,922 17,485 395,094
Special mention 1,064 2,109 - 16 3,189
Substandard 2,961 872 - 71 3,904
Doubtful - - - - -
Loss - - - - -
$ 215,588 137,105 31,922 17,572 402,187

The following tables provide past due information for outstanding consumer loans and include loans on nonaccrual status as well as accruing TDRs.

September 30, 2017
(dollars in thousands) Real estate Home equity Construction Other Total
Current $ 248,907 149,978 38,493 22,175 459,553
30-59 days past due 132 90 - 92 314
60-89 days past due 1,172 180 273 - 1,625
Greater than 90 Days 272 123 - - 395
$ 250,483 150,371 38,766 22,267 461,887

December 31, 2016
Real estate Home equity Construction Other Total
Current $ 214,228 136,638 31,922 17,427 400,215
30-59 days past due 1,041 210 - 126 1,377
60-89 days past due 282 - - 6 288
Greater than 90 Days 37 257 - 13 307
$ 215,588 137,105 31,922 17,572 402,187

~~As of September 30, 2017 and December 31, 2016, consumer~~


	March 31, 2021
(dollars in thousands)	Real estate		Home equity		Construction		Other		Total
Current	$	573,372		153,771		44,170		22,231		793,544
30-59 days past due		551		189		0-		0-		740
60-89 days past due		0-		0-		0-		0-		0-
Greater than 90 Days		618		197		0-		0-		815
	$	574,541		154,157		44,170		22,231		795,099


	December 31, 2020
(dollars in thousands)	Real estate		Home equity		Construction		Other		Total
Current	$	534,648		156,657		40,525		21,419		753,249
30-59 days past due		0-		0-		0-		0-		0-
60-89 days past due		332		0-		0-		0-		332
Greater than 90 Days		1,331		300		0-		0-		1,631
	$	536,311		156,957		40,525		21,419		755,212

Consumer loans 30 days or more past due were ~~0.18%~~0.07% and ~~0.17%~~0.09% of total loans as of March 31, 2021 and December 31, 2020, respectively.

The tables below provide a breakdown of outstanding consumer loans by risk category.

March 31, 2021
(dollars in thousands)
Real estate
Home equity
Construction
Other
Total
Pass
$
565,956
147,196
43,970
22,013
779,135
Special mention
3,993
3,888
200
167
8,248
Substandard
4,592
3,073
0-
51
7,716
Doubtful
0-
0-
0-
0-
0-
$
574,541
154,157
44,170
22,231
795,099

December 31, 2020
(dollars in thousands)
Real estate
Home equity
Construction
Other
Total
Pass
$
530,515
152,154
40,525
21,290
744,484
Special mention
1,968
1,005
0-
91
3,064
Substandard
3,828
3,798
0-
38
7,664
Doubtful
0-
0-
0-
0-
0-
$
536,311
156,957
40,525
21,419
755,212

Nonperforming assets

The following table shows the nonperforming assets and the related percentage of nonperforming assets to total assets and gross loans. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when the Company believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received.

Following is a summary of our nonperforming assets, including nonaccruing TDRs.

(dollars in thousands) September 30, 2017 December 31, 2016
Commercial
Owner occupied RE $ 244 276
Non-owner occupied RE 2,049 2,711
Construction - -
Business 1,116 686
Consumer
Real estate 1,267 550
Home equity 195 256
Construction - -
Other 2 13
Nonaccruing troubled debt restructurings 730 990
Total nonaccrual loans, including nonaccruing TDRs 5,603 5,482
Other real estate owned 420 639
Total nonperforming assets $ 6,023 6,121
Nonperforming assets as a percentage of:
Total assets 0.39% 0.46%
Gross loans 0.45% 0.53%
Total loans over 90 days past due 1,401 1,984
Loans over 90 days past due and still accruing - -
Accruing troubled debt restructurings $ 6,954 5,675

(dollars in thousands)
March 31, 2021
December 31, 2020
Commercial
Owner occupied RE
$
0-
0-
Non-owner occupied RE
1,127
1,143
Construction
135
139
Business
190
195
Consumer
Real estate
2,762
2,536
Home equity
439
547
Construction
0-
0-
Other
0-
0-
Nonaccruing troubled debt restructurings
3,150
3,509
Total nonaccrual loans, including nonaccruing TDRs
7,803
8,069
Other real estate owned
0-
1,169
Total nonperforming assets
$
7,803
9,238
Nonperforming assets as a percentage of:
Total assets
0.30
%
0.37
%
Gross loans
0.36
%
0.43
%
Total loans over 90 days past due
$
1,610
2,296
Loans over 90 days past due and still accruing
0-
0-
Accruing troubled debt restructurings
4,379
4,893

Impaired Loans

The table below summarizes key information for impaired loans. The Company’s impaired loans include loans on nonaccrual status and loans modified in a TDR, whether on accrual or nonaccrual status. These impaired loans may have estimated impairment which is included in the allowance for loan losses. The Company’s commercial and consumer impaired loans are evaluated individually to determine the related allowance for loan losses.

      September 30, 2017
            Recorded investment
Impaired loans
Unpaid with related Related
Principal Impaired allowance for allowance for
(dollars in thousands) Balance loans loan losses loan losses
Commercial
Owner occupied RE $ 2,232 2,177 830 192
Non-owner occupied RE 7,854 4,299 3,704 948
Construction - - - -
Business 4,488 3,355 2,090 1,140
Total commercial 14,574 9,831 6,624 2,280
Consumer
Real estate 2,382 2,357 2,357 1,304
Home equity 203 195 195 133
Construction - - - -
Other 175 174 174 25
Total consumer 2,760 2,726 2,726 1,462
Total $   17,334 12,557 9,350 3,742


			March 31, 2021
			Recorded investment
				Impaired loans		Impaired loans
	Unpaid			with no related		with related		Related
	Principal		Impaired	allowance for		allowance for		allowance for
(dollars in thousands)	Balance		loans	loan losses		loan losses		loan losses
Commercial
Owner occupied RE	$	1,593	1,490		1,490		0-		0-
Non-owner occupied RE		3,208	2,133		695		1,438		363
Construction		139	135		135		0-		0-
Business		2,302	2,209		277		1,932		808
Total commercial		7,242	5,967		2,597		3,370		1,171
Consumer
Real estate		4,767	4,393		2,933		1,460		388
Home equity		1,797	1,690		1,631		59		59
Construction		0-	0-		0-		0-		0-
Other		132	132		0-		132		17
Total consumer		6,696	6,215		4,564		1,651		464
Total	$	13,938	12,182		7,161		5,021		1,635

December 31, 2016
Recorded investment
Impaired loans
Unpaid with related Related
Principal Impaired allowance for allowance for
Balance loans loan losses loan losses
Commercial
Owner occupied RE $ 2,284 2,243 2,224 263
Non-owner occupied RE 7,238 4,031 1,638 457
Construction - - - -
Business 3,699 2,593 1,610 1,154
Total commercial 13,221 8,867 5,472 1,874
Consumer
Real estate 1,853 1,843 1,843 682
Home equity 207 257 - -
Construction - - - -
Other 261 190 177 88
Total consumer 2,321 2,290 2,020 770
Total $ 15,542 11,157 7,492 2,644


			December 31, 2020
			Recorded investment
				Impaired loans		Impaired loans
	Unpaid			with no related		with related		Related
	Principal		Impaired	allowance for		allowance for		allowance for
(dollars in thousands)	Balance		loans	loan losses		loan losses		loan losses
Commercial
Owner occupied RE	$	1,753	1,649		1,497		152		76
Non-owner occupied RE		3,212	2,188		705		1,483		366
Construction		141	139		139		0-		0-
Business		2,892	2,449		279		2,170		897
Total commercial		7,998	6,425		2,620		3,805		1,339
Consumer
Real estate		4,362	4,031		3,108		923		190
Home equity		2,498	2,371		2,096		275		163
Construction		0-	0-		0-		0-		0-
Other		135	135		0-		135		17
Total consumer		6,995	6,537		5,204		1,333		370
Total	$	14,993	12,962		7,824		5,138		1,709

The following table provides the average recorded investment in impaired loans and the amount of interest income recognized on impaired loans after impairment by portfolio segment and class.

Three months ended Three months ended
September 30, 2017 September 30, 2016
Average Recognized Average Recognized
recorded interest recorded interest
(dollars in thousands) investment income investment income
Commercial
Owner occupied RE $ 2,182 25 2,000 30
Non-owner occupied RE 4,322 57 5,515 39
Construction - - - -
Business 3,498 58 5,072 71
Total commercial 10,002 140 12,587 140
Consumer
Real estate 2,361 40 1,573 16
Home equity 196 2 207 -
Construction - - - -
Other 176 1 257 2
Total consumer 2,733 43 2,037 18
Total $ 12,735 183 14,624 158


	Three months ended					Three months ended				Year ended
	March 31, 2021					March 31, 2020				December 31, 2020
	Average		Recognized		Average		Recognized		Average		Recognized
	recorded		interest		recorded		interest		recorded		interest
(dollars in thousands)	investment		income		investment		income		investment		income
Commercial
Owner occupied RE	$	1,569		16		2,725		18		2,423		88
Non-owner occupied RE		2,161		62		7,108		62		4,217		221
Construction		137		2		0-		0-		56		6
Business		2,329		34		2,553		28		2,306		243
Total commercial		6,196		114		12,386		108		9,002		558
Consumer
Real estate		4,212		43		3,036		26		3,372		170
Home equity		2,030		16		2,355		12		2,128		5
Construction		0-		0-		0-		0-		0-		0-
Other		134		1		145		1		141		79
Total consumer		6,376		60		5,536		39		5,641		254
Total	$	12,572		174		17,922		147		14,643		812

Nine months ended Nine months ended Year ended
September 30, 2017 September 30, 2016 December 31, 2016
Average Recognized Average Recognized Average Recognized
recorded interest recorded interest recorded interest
(dollars in thousands) investment income investment income investment income
Commercial
Owner occupied RE $ 2,198 78 2,009 72 2,263 112
Non-owner occupied RE 4,503 154 5,594 124 4,106 200
Construction - - - - - -
Business 3,585 165 5,134 199 2,873 135
Total commercial 10,286 397 12,737 395 9,242 447
Consumer
Real estate 2,370 73 1,578 49 1,854 81
Home equity 196 4 257 1 257 2
Construction - - - - - -
Other 178 4 208 5 203 6
Total consumer 2,744 81 2,043 55 2,314 89
Total $ 13,030 478 14,780 450 11,556 536

Allowance for Loan Losses

The allowance for loan loss is management’s estimate of credit losses inherent in the loan portfolio. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The Company has an established process to determine the adequacy of the allowance for loan losses that assesses the losses inherent in the portfolio. While the Company attributes portions of the allowance to specific portfolio segments, the entire allowance is available to absorb credit losses inherent in the total loan portfolio. The Company’s process involves procedures to appropriately consider the unique risk characteristics of the commercial and consumer loan portfolio segments. For each portfolio segment, impairment is measured individually for each impaired loan. The Company’s allowance levels are influenced by loan volume, loan grade or delinquency status, historic loss experience and other economic conditions.

The following table summarizes the activity related to the allowance for loan losses by commercial and consumer portfolio segments:

Three months ended September 30, 2017
Commercial Consumer
     Owner Non-owner
occupied      occupied           Real Home
(dollars in thousands) RE RE Construction Business Estate equity Construction Other Total
Balance, beginning of period $ 2,964 2,981 350 3,857 3,061 1,608                328 295 15,444
Provision for loan losses (141 ) 634                (122 ) 213 160 (196 ) (47 ) (1 ) 500
Loan charge-offs - - - (388 ) - - - (11 ) (399 )
Loan recoveries - 1 - 31 1 - - 1 34
Net loan charge-offs - 1 - (357 ) 1 - - (10 ) (365 )
Balance, end of period $ 2,823 3,616 228 3,713 3,222 1,412 281 284 15,579
Net charge-offs to average loans (annualized) 0.11%
Allowance for loan losses to gross loans 1.17%
Allowance for loan losses to nonperforming loans 278.05%


	Three months ended March 31, 2021
	Commercial											Consumer
	Owner			Non-owner
	occupied			occupied								Real			Home
(dollars in thousands)	RE			RE		Construction			Business			Estate			equity			Construction			Other			Total
Balance, beginning of period	$	8,145			12,049		1,154			7,845			10,453			3,249			747			507			44,149
Provision for loan losses		(991	)		3,146		(327	)		(785	)		(787	)		(423	)		(62	)		(71	)		(300	)
Loan charge-offs		0-			0-		0-			(267	)		0-			(139	)		0-			0-			(406	)
Loan recoveries		0-			0-		0-			55			0-			1			0-			0-			56
Net loan charge-offs		0-			0-		0-			(212	)		0-			(138	)		0-			0-			(350	)
Balance, end of period	$	7,154			15,195		827			6,848			9,666			2,688			685			436			43,499
Net charge-offs to average loans (annualized)																									0.07	%
Allowance for loan losses to gross loans																									1.99	%
Allowance for loan losses to nonperforming loans																									557.47	%

Three months ended September 30, 2016
     Commercial      Consumer
Owner      Non-owner
occupied occupied Real Home
(dollars in thousands) RE RE Construction Business Estate equity Construction Other Total
Balance, beginning of period $ 2,797 3,011                350 4,019 2,302 1,296                212 330 14,317
Provision for loan losses 98 47 (53 ) 337 215 119 (5 ) 67 825
Loan charge-offs - (25 ) - (515 ) - (43 ) - (100 ) (683 )
Loan recoveries - 5 - 13 - - - 1 19
Net loan charge-offs - (20 ) - (502 ) - (43 ) - (99 ) (664 )
Balance, end of period $ 2,895 3,038 297 3,854 2,517 1,372 207 298 14,478
Net charge-offs to average loans (annualized) 0.24%
Allowance for loan losses to gross loans 1.30%
Allowance for loan losses to nonperforming loans 258.3%

Nine months ended September 30, 2017
Commercial Consumer
Owner Non-owner
occupied occupied Real Home
(dollars in thousands) RE RE Construction Business Estate equity Construction Other Total
Balance, beginning of period $ 2,843 2,778                295 4,123 2,780 1,475                252 309 14,855
Provision for loan losses (20 ) 1,257 (67 ) 31 359 (75 ) 29 (14 ) 1,500
Loan charge-offs - (433 ) - (518 ) - - - (11 ) (962 )
Loan recoveries - 14 - 77 83 12 - - 186
Net loan charge-offs - (419 ) - (441 ) 83 12 - (11 ) (776 )
Balance, end of period $ 2,823 3,616 228 3,713 3,222 1,412 281 284 15,579
Net charge-offs to average loans (annualized) 0.08%

Nine months ended September 30, 2016
Commercial Consumer
Owner Non-owner
occupied occupied Real Home
(dollars in thousands) RE RE Construction Business Estate equity Construction Other Total
Balance, beginning of period $ 2,347 3,187                338 3,800 2,070 1,202 313 372 13,629
Provision for loan losses 553 (81 ) 2 666 641 236               (106 ) 114 2,025
Loan charge-offs (5 ) (100 ) (43 ) (862 ) (194 ) (66 ) - (192 ) (1,462 )
Loan recoveries - 32 - 250 - - - 4 286
Net loan charge-offs (5 ) (68 ) (43 ) (612 ) (194 ) (66 ) - (188 ) (1,176 )
Balance, end of period $ 2,895 3,038 297 3,854 2,517 1,372 207 298 14,478
Net charge-offs to average loans (annualized) 0.15%


	Three months ended March 31, 2020
	Commercial									Consumer
	Owner		Non-owner
	occupied		occupied							Real		Home
(dollars in thousands)	RE		RE			Construction		Business		Estate		equity		Construction		Other			Total
Balance, beginning of period	$	2,835		4,304			541		3,692		3,278		1,447		268		277			16,642
Provision for loan losses		1,170		1,711			153		1,006		1,326		381		147		106			6,000
Loan charge-offs		0-		(221	)		0-		0-		0-		0-		0-		(45	)		(266	)
Loan recoveries		0-		0-			0-		16		2		68		0-		0-			86
Net loan charge-offs		0-		(221	)		0-		16		2		68		0-		(45	)		(180	)
Balance, end of period	$	4,005		5,794			694		4,714		4,606		1,896		415		338			22,462
Net charge-offs to average loans (annualized)																				0.04	%
Allowance for loan losses to gross loans																				1.11	%
Allowance for loan losses to nonperforming loans																				226.14	%

The following table disaggregates the allowance for loan losses and recorded investment in loans by impairment methodology.

September 30, 2017
Allowance for loan losses Recorded investment in loans
(dollars in thousands) Commercial Consumer Total Commercial Consumer Total
Individually evaluated $ 2,280 1,462 3,742 9,831 2,726 12,557
Collectively evaluated 8,100 3,737 11,837 856,021 459,161 1,315,182
Total $ 10,380 5,199 15,579 865,852 461,887 1,327,739

December 31, 2016
Allowance for loan losses Recorded investment in loans
Commercial Consumer Total Commercial Consumer Total
Individually evaluated $ 1,874 770 2,644 8,867 2,290 11,157
Collectively evaluated 8,165 4,046 12,211 752,590 399,897 1,152,487
Total $ 10,039 4,816 14,855 761,457 402,187 1,163,644


	March 31, 2021
	Allowance for loan losses				Recorded investment in loans
(dollars in thousands)	Commercial		Consumer	Total	Commercial	Consumer	Total
Individually evaluated	$	1,171	464	1,635	5,967	6,215	12,182
Collectively evaluated		28,853	13,011	41,864	1,382,616	788,884	2,171,500
Total	$	30,024	13,475	43,499	1,388,583	795,099	2,183,682


	December 31, 2020
	Allowance for loan losses				Recorded investment in loans
(dollars in thousands)	Commercial		Consumer	Total	Commercial	Consumer	Total
Individually evaluated	$	1,339	370	1,709	6,425	6,537	12,962
Collectively evaluated		27,826	14,614	42,440	1,381,230	748,675	2,129,905
Total	$	29,165	14,984	44,149	1,387,655	755,212	2,142,867

NOTE 5 – Troubled Debt Restructurings

At ~~September 30, 2017,~~March 31, 2021, the Company had 1917 loans totaling ~~$7.7~~$7.5 million compared to 1720 loans totaling ~~$6.7~~$8.4 million at December 31, ~~2016,~~2020, which were considered as TDRs. The Company considers a loan to be a TDR when the debtor experiences financial difficulties and the Company grants a concession to the debtor that it would not normally consider. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of the workout plan for individual loan relationships, the Company may restructure loan terms to assist borrowers facing financial challenges in the current economic environment. ~~To date,~~

A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, the Company ~~has restored four commercial~~implemented loan modification programs in response to the COVID-19 pandemic, and the Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans ~~previously classified as TDRs to accrual status.~~modified for borrowers impacted by the COVID-19 pandemic.

The following table summarizes the concession at the time of modification and the recorded investment in the Company’s TDRs before and after their modification ~~during~~for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively.~~2020.

For the nine months ended September 30, 2017
Pre- Post-
modification modification
Renewals Reduced Converted Maturity Total outstanding outstanding
deemed a or deferred to interest date Number recorded recorded
(dollars in thousands) concession payments only extensions of loans investment investment
Commercial
Non-owner occupied RE 1 - - - 1 $ 976 $ 976
Business 1 1 - - 2 378 387
Total loans 2 1 - - 3 $ 1,354 $ 1,363

For thenine months ended September 30, 2016
Pre- Post-
modification modification
Renewals Reduced Converted Maturity Total outstanding outstanding
deemed a or deferred to interest date Number recorded recorded
(dollars in thousands) concession payments only extensions of loans investment investment
Commercial
Owner occupied 1 - - - 1 $ 18 $ 22
Business 1 - - - 1 2,381 2,381
Consumer
Real estate 1 - - - 1 188 188
Other 1 - - - 1 26 30
Total loans 4 - - - 4 $ 2,613 $ 2,621


	For the three months ended March 31, 2021
											Pre-			Post-
											modification			modification
	Renewals		Reduced		Converted		Maturity		Total		outstanding			outstanding
	deemed a		or deferred		to interest		date		Number		recorded			recorded
(dollars in thousands)	concession		payments		only		extensions		of loans			investment			investment
Consumer
Real estate		1		0-		0-		0-		1		$	153		$	153
Total loans		1		0-		0-		0-		1		$	153		$	153


	For the three months ended March 31, 2020
											Pre-			Post-
											modification			modification
	Renewals		Reduced		Converted		Maturity		Total		outstanding			outstanding
	deemed a		or deferred		to interest		date		Number		recorded			recorded
(dollars in thousands)	concession		payments		only		extensions		of loans			investment			investment
Commercial
Business		1		0-		0-		0-		1		$	1,037		$	1,037
Consumer
Real estate		1		0-		0-		0-		1			322			322
Home equity		3		0-		0-		0-		3			1,522			1,522
Total loans		5		0-		0-		0-		5		$	2,881		$	2,881

As of ~~September 30, 2017~~March 31, 2021 and 2020, there were no loans modified as ~~TDRs~~a TDR for which there was a payment default (60 days past due) within 12 months of the restructuring date. ~~There was one such loan at September 30, 2016 with a recorded investment of $30,000.~~

NOTE 6 – Derivative Financial Instruments

The Company utilizes derivative financial instruments primarily to hedge its exposure to changes in interest rates. All derivative financial instruments are recognized as either assets or liabilities and measured at fair value. The Company accounts for all of its derivatives as free-standing derivatives and does not designate any of these instruments for hedge accounting. Therefore, the gain or loss resulting from the change in the fair value of the derivative is recognized in the Company’s statement of income during the period of change.

The Company enters into commitments to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time, with clients who have applied for a loan and meet certain credit and underwriting criteria (interest rate lock commitments). These interest rate lock commitments (“IRLCs”) meet the definition of a derivative financial instrument and are reflected in the balance sheet at fair value with changes in fair value recognized in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets and derivative liabilities, respectively, and are measured based on the value of the underlying mortgage loan, quoted mortgage-backed securities (“MBS”) prices and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net of estimated commission expenses.

The Company manages the interest rate and price risk associated with its outstanding IRLCs and mortgage loans held for sale by entering into derivative instruments such as forward sales of MBS. Management expects these derivatives will experience changes in fair value opposite to changes in fair value of the IRLCs and mortgage loans held for sale, thereby reducing earnings volatility. The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline (IRLCs and mortgage loans held for sale) it wants to economically hedge.

The following table summarizes the Company’s outstanding financial derivative instruments at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020.

September 30, 2017
Fair Value
(dollars in thousands) Notional Balance Sheet Location Asset/(Liability)
Mortgage loan interest rate lock commitments $ 29,258 Other assets $ 343
MBS forward sales commitments 18,000 Other assets 46
Total derivative financial instruments $ 47,258 $ 389

December 31, 2016
Fair Value
(dollars in thousands) Notional Balance Sheet Location Asset/(Liability)
Mortgage loan interest rate lock commitments $ 17,986 Other assets $ 256
MBS forward sales commitments 14,250 Other assets (3 )
Total derivative financial instruments $ 32,236 $ 253


	March 31, 2021
				Fair Value
(dollars in thousands)	Notional		Balance Sheet Location	Asset/(Liability)
Mortgage loan interest rate lock commitments	$	95,689	Other assets	$	794
MBS forward sales commitments		63,000	Other assets		497
Total derivative financial instruments	$	158,689		$	1,291


	December 31, 2020
				Fair Value
(dollars in thousands)	Notional		Balance Sheet Location	Asset/(Liability)
Mortgage loan interest rate lock commitments	$	107,569	Other assets	$	2,385
MBS forward sales commitments		75,500	Other liabilities		(501	)
Total derivative financial instruments	$	183,069		$	1,884

NOTE 7 – Fair Value Accounting

FASB ASC 820, “Fair Value Measurement and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted market price in active markets

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include certain debt and equity securities that are traded in an active exchange market.

Level 2 – Significant other observable inputs

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include fixed income securities and mortgage-backed securities that are held in the Company’s available-for-sale portfolio and valued by a third-party pricing service, as well as certain impaired loans.

Level 3 – Significant unobservable inputs

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.

~~Following is a description~~The methods of ~~valuation methodologies used for assets recorded at fair value.~~

~~Investment Securities~~
Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange or U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored entities, municipal bonds and corporate debt securities. In certain cases where there is limited activity or less transparency around inputs to valuations, securities are classified as Level 3 within the valuation hierarchy. Securities held to maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. The carrying value of Other Investments, such as FHLB stock, approximates fair value based on their redemption provisions.

~~Mortgage Loans Held for Sale~~
Loans held for sale include mortgage loans which are saleable into the secondary mortgage markets and their fair values are estimated using observable quoted market or contracted prices or market price equivalents, which would be used by other market participants. These saleable loans are considered Level 2.

~~Loans~~
The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan may be considered impaired and an allowance for loan losses may be established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures the impairment in accordance with FASB ASC 310, “Receivables.” The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value, and discounted cash flows. Those impaired loans not requiring an allowance represent loans for whichdetermining the fair value of ~~the expected repayments or collateral exceed the recorded investments~~assets and liabilities presented in ~~such loans. In accordance~~this note are consistent with ~~FASB ASC 820, “Fair Value Measurement and Disclosures,” impaired loans where an allowance is established based on the fair value of collateral require classification~~our methodologies disclosed in ~~the fair value hierarchy. When the fair value~~Note 14 of the ~~collateral is based~~Company’s 2020 Annual Report on ~~an observable market price or a current appraised value, the Company considers the impaired loan as nonrecurring Level 2.~~Form 10-K. The Company’s ~~current~~ loan ~~and appraisal policies require the Bank to obtain updated appraisals on an “as is” basis at renewal, or in the case of an impaired loan, on an annual basis, either through~~portfolio is initially fair valued using a new external appraisal or an appraisal evaluation. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the impaired loan as nonrecurring Level 3. The fair value of impaired loans may also be estimatedsegmented approach, using the ~~present value~~eight categories of ~~expected future cash flows to be realized on the loan, which is also~~loans as disclosed in Note 4 – Loans and Allowance for Loan Losses. Loans are considered a Level 3 valuation. These fair value estimates are subject to fluctuations in assumptions about the amount and timing of expected cash flows as well as the choice of discount rate used in the present value calculation.classification.

~~Other Real Estate Owned (“OREO”)~~
OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and generally any subsequent adjustments to the value are recorded as a component of real estate owned activity. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the OREO as nonrecurring Level 3.

~~Derivative Financial Instruments~~
The Company estimates the fair value of IRLCs based on the value of the underlying mortgage loan, quoted MBS prices and an estimate of the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expenses (Level 2). The Company estimates the fair value of forward sales commitments based on quoted MBS prices (Level 2).

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~

September 30, 2017
(dollars in thousands) Level 1 Level 2 Level 3 Total
Assets
Securities available for sale
US government agencies $ - 8,710 - 8,710
SBA securities - 4,339 - 4,339
State and political subdivisions - 20,357 - 20,357
Mortgage-backed securities - 45,034 - 45,034
Mortgage loans held for sale - 9,124 - 9,124
Interest rate lock commitments - 343 - 343
MBS forward sales commitments - 46 - 46
Total assets measured at fair value on a recurring basis $ - 87,953 - 87,953

December 31, 2016
(dollars in thousands) Level 1 Level 2 Level 3 Total
Assets
Securities available for sale:
US government agencies $ - 6,159 - 6,159
SBA securities - 1,437 - 1,437
State and political subdivisions - 20,474 - 20,474
Mortgage-backed securities - 36,410 - 36,410
Mortgage loans held for sale - 7,801 - 7,801
Interest rate lock commitments - 256 - 256
Total assets measured at fair value on a recurring basis $ - 72,537 - 72,537

Liabilities
MBS forward sales commitments $ - 3 - 3
Total liabilities measured at fair value on a recurring basis $ - 3 - 3

~~The Company has no liabilities carried at fair value or measured at fair value on a recurring basis as of September 30, 2017.~~2020.

March 31, 2021
(dollars in thousands)
Level 1
Level 2
Level 3
Total
Assets
Securities available for sale
US government agencies
$
0-
7,263
0-
7,263
SBA securities
0-
480
0-
480
State and political subdivisions
0-
19,811
0-
19,811
Asset-backed securities
0-
11,283
0-
11,283
Mortgage-backed securities
0-
54,160
0-
54,160
Mortgage loans held for sale
0-
57,073
0-
57,073
Mortgage loan interest rate lock commitments
0-
794
0-
794
MBS forward sales commitments
0-
497
0-
497
Total assets measured at fair value on a recurring basis
$
0-
151,361
0-
151,361

December 31, 2020
(dollars in thousands)
Level 1
Level 2
Level 3
Total
Assets
Securities available for sale:
US government agencies
$
0-
6,493
0-
6,493
SBA securities
0-
485
0-
485
State and political subdivisions
0-
19,388
0-
19,388
Asset-backed securities
0-
11,529
0-
11,529
Mortgage-backed securities
0-
56,834
0-
56,834
Mortgage loans held for sale
0-
60,257
0-
60,257
Mortgage loan interest rate lock commitments
0-
2,385
0-
2,385
Total assets measured at fair value on a recurring basis
$
0-
157,371
0-
157,371

Liabilities
MBS forward sales commitments
$
0-
501
0-
501
Total liabilities measured at fair value on a recurring basis
$
0-
501
0-
501

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company is predominantly an asset based lender with real estate serving as collateral on more than 80% of loans as of September 30, 2017. Loans which are deemed to be impaired are valued net of the allowance for loan losses, and other real estate owned is valued at the lower of cost or net realizable value of the underlying real estate collateral. Such market values are generally obtained using independent appraisals, which the Company considers to be level 2 inputs. The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020.

As of September 30, 2017
(dollars in thousands) Level 1 Level 2 Level 3 Total
Assets
Impaired loans $ - 2,669 6,146 8,815
Other real estate owned - 307 113 420
Total assets measured at fair value on a nonrecurring basis $ - 2,976 6,259 9,235


	As of March 31, 2021
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Assets
Impaired loans	$	0-	7,833	2,714	10,547
Total assets measured at fair value on a nonrecurring basis	$	0-	7,833	2,714	10,547

As of December 31, 2016
Level 1 Level 2 Level 3 Total
Assets
Impaired loans $ - 4,075 4,438 8,513
Other real estate owned - 526 113 639
Total assets measured at fair value on a nonrecurring basis $ - 4,601 4,551 9,152


	As of December 31, 2020
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Assets
Impaired loans	$	0-	8,144	3,109	11,253
Other real estate owned		0-	1,169	0-	1,169
Total assets measured at fair value on a nonrecurring basis	$	0-	9,313	3,109	12,422

The Company ~~has~~had no liabilities carried at fair value or measured at fair value on a nonrecurring ~~basis as of September 30, 2017 and December 31, 2016.~~basis.

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of September 30, 2017, the significant unobservable inputs used in the fair value measurements were as follows:

	~~Valuation Technique~~	~~Significant Unobservable Inputs~~	~~Range of Inputs~~
~~Impaired loans~~	~~Appraised Value/~~ ~~Discounted Cash Flows~~	~~Discounts to appraisals or cash~~ ~~flows for estimated holding and/or~~ ~~selling costs or age of appraisal~~	~~0-25%~~

~~Other real estate owned~~	~~Appraised Value/~~ ~~Comparable Sales~~	~~Discounts to appraisals for~~ ~~estimated holding or selling costs~~	~~0-25%~~

Fair Value of Financial Instruments

Financial instruments require disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange of cash. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises and equipment and other assets and liabilities.

~~The following is a description of valuation methodologies used to estimate fair value for certain other financial instruments.~~

Fair value approximates carrying value for the following financial instruments due to the short-term nature of the instrument: cash and due from banks, federal funds sold, federal funds purchased, and securities sold under agreement to repurchase.

~~Deposits –~~Fair value for demand deposit accounts and interest-bearing accounts with no fixed maturity date is equal to the carrying value. The fair value of certificate of deposit accounts are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.

~~FHLB Advances and Other Borrowings –~~~~Fair value for FHLB advances and other borrowings are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.~~

~~Junior subordinated debentures~~ ~~– Fair value for junior subordinated debentures are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.~~

The Company has used management’s best estimate of fair value based on the above assumptions. Thus, the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses, which would be incurred in an actual sale or settlement, are not taken into consideration in the fair value presented.

The estimated fair values of the Company’s financial instruments at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 are as follows:

September 30, 2017
Carrying Fair
(dollars in thousands) Amount Value Level 1 Level 2 Level 3
Financial Assets:
Other investments, at cost $ 3,064 3,064 - - 3,064
Loans, net 1,312,160 1,315,125 - 2,669 1,312,456
Financial Liabilities:
Deposits 1,342,577 1,246,252 - 1,246,252 -
FHLB and other borrowings 39,200 40,452 - 40,452 -
Junior subordinated debentures 13,403 12,595 - 12,595 -

December 31, 2016
Carrying Fair
Amount Value Level 1 Level 2 Level 3
Financial Assets:
Other investments, at cost $ 5,742 5,742 - - 5,742
Loans, net 1,148,789 1,149,527 - 4,075 1,145,452
Financial Liabilities:
Deposits 1,091,151 1,004,923 - 1,004,923 -
FHLB and other borrowings 115,200 115,825 - 115,825 -
Junior subordinated debentures 13,403 12,026 - 12,026 -


	March 31, 2021
	Carrying		Fair
(dollars in thousands)	Amount		Value	Level 1	Level 2	Level 3
Financial Assets:
Other investments, at cost	$	1,770	1,770	0-	0-	1,770
Loans¹		2,128,001	2,078,530	0-	0-	2,078,530
Financial Liabilities:
Deposits		2,258,751	2,085,976	0-	2,085,976	0-
Subordinated debentures		36,025	30,548	0-	30,548	0-


	December 31, 2020
	Carrying		Fair
(dollars in thousands)	Amount		Value	Level 1	Level 2	Level 3
Financial Assets:
Other investments, at cost	$	3,635	3,635	0-	0-	3,635
Loans¹		2,085,756	2,060,698	0-	0-	2,060,698
Financial Liabilities:
Deposits		2,142,758	2,008,317	0-	2,008,317	0-
FHLB and other borrowings		25,000	24,972	0-	24,972	0-
Subordinated debentures		35,998	30,371	0-	30,371	0-

¹	Carrying amount is net of the allowance for loan losses and previously presented impaired loans.

NOTE 8 – Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842)”. As of March 31, 2021, we leased six of our offices under various operating lease agreements. The lease agreements have maturity dates ranging from February 2022 to October 2029, some of which include options for multiple five-year extensions. The weighted average remaining life of the lease term for these leases was 6.90 years as of March 31, 2021.

The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement date for leases subsequently entered into. The weighted average discount rate for leases was 2.70% as of March 31, 2021.

The total operating lease costs were $714,000 and $596,000 for the three months ended March 31, 2021 and 2020, respectively. The right-of-use (ROU) asset, included in property and equipment, and lease liabilities, included in other liabilities, were $18.2 million and $19.1 million as of March 31, 2021, respectively, compared to $18.8 million and $19.5 million as of December 31, 2020, respectively. The ROU asset and lease liability are recognized at lease commencement by calculating the present value of lease payments over the lease term.

Maturities of lease liabilities as of March 31, 2021 were as follows:


	Operating
(dollars in thousands)	Leases
2021	$	1,755
2022		1,587
2023		1,462
2024		1,501
2025		1,544
Thereafter		15,886
Total undiscounted lease payments		23,735
Discount effect of cash flows		4,653
Total lease liability	$	19,082

NOTE 89 – Earnings Per Common Share

The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three month periods ended March 31, 2021 and ~~nine months ended September 30, 2017 and 2016.~~2020. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options that were outstanding at ~~September 30, 2017.~~March 31, 2021. The assumed conversion of stock options can create a difference between basic and dilutive net income per common share. At ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, there were ~~109,450~~210,899 and ~~108,457~~288,053 options, respectively, that were not considered in computing diluted earnings per common share because they were anti-dilutive.

Three months ended Nine months ended
September 30, September 30,
(dollars in thousands, except share data) 2017 2016 2017 2016
Numerator:
Net income available to common shareholders $ 4,250 3,433 10,965 9,745
Denominator:
Weighted-average common shares outstanding – basic 7,281,594 6,322,073 6,905,017 6,299,009
Common stock equivalents 386,882 418,678 386,147 403,466
Weighted-average common shares outstanding – diluted 7,668,476 6,740,751 7,291,164 6,702,475
Earnings per common share:
Basic $ 0.58 0.54 1.59 1.55
Diluted $ 0.55 0.51 1.50 1.45


	Three months ended
	March 31,
(dollars in thousands, except share data)		2021	2020
Numerator:
Net income available to common shareholders	$	10,366	2,832
Denominator:
Weighted-average common shares outstanding – basic		7,774,515	7,678,598
Common stock equivalents		134,022	148,575
Weighted-average common shares outstanding – diluted		7,908,537	7,827,173
Earnings per common share:
Basic	$	1.33	0.37
Diluted	$	1.31	0.36

NOTE 910 – Reportable Segments

The Company’s reportable segments represent the distinct product lines the Company offers and are viewed separately for strategic planning purposes by management. The ~~three~~3 segments include Commercial and Retail Banking, Mortgage Banking, and Corporate. The following schedule presents financial information for each reportable segment.

	Three months ended										Three months ended
	March 31, 2021										March 31, 2020
	Commercial										Commercial
	and Retail			Mortgage			Elimin-		Consol-		and Retail		Mortgage			Elimin-		Consol-
(dollars in thousands)	Banking			Banking	Corporate		ations		idated		Banking		Banking	Corporate		ation		idated
Interest income	$	22,414		399	3		(3	)	22,813		$	23,670	196	4		(4	)	23,866
Interest expense		1,161		0-	382		(3	)	1,540			5,333	0-	439		(4	)	5,768
Net interest income (loss)		21,253		399	(379	)	0-		21,273			18,337	196	(435	)	0-		18,098
Provision for loan losses		(300	)	0-	0-		0-		(300	)		6,000	0-	0-		0-		6,000
Noninterest income		1,271		4,633	0-		0-		5,904			1,248	2,668	0-		0-		3,916
Noninterest expense		11,233		2,867	62		0-		14,162			10,499	1,807	66		0-		12,372
Net income (loss) before taxes		11,591		2,165	(441	)	0-		13,315			3,086	1,057	(501	)	0-		3,642
Income tax provision (benefit)		2,564		478	(93	)	0-		2,949			693	222	(105	)	0-		810
Net income (loss)	$	9,027		1,687	(348	)	0-		10,366		$	2,393	835	(396	)	0-		2,832
Total assets	$	2,516,869		62,530	275,941		(275,418	)	2,579,922		$	2,335,160	36,577	246,424		(245,912	)	2,372,249

Three months ended Three months ended
September 30, 2017 September 30, 2016
Commercial Commercial
and Retail Mortgage Elimin- Consol- and Retail Mortgage Elimin- Consol-
(dollars in thousands) Banking Banking Corporate ations idated Banking Banking Corporate ations idated
Interest income $ 15,868 87 2 (2 ) 15,955 12,824 87 1 - 12,912
Interest expense 2,529 - 119 (2 ) 2,646 1,932 - 100 - 2,032
Net interest income (loss) 13,339 87 (117 ) - 13,309 10,892 87 (99 ) - 10,880
Provision for loan losses 500 - - - 500 825 - - - 825
Noninterest income 1,139 1,403 - - 2,542 1,014 2,003 - - 3,017
Noninterest expense 7,776 970 60 - 8,806 6,484 1,256 60 - 7,800
Net income (loss) before taxes 6,202 520 (177 ) - 6,545 4,597 834 (159 ) - 5,272
Income tax (provision) benefit (2,165 ) (192 ) 62 - (2,295 ) (1,596 ) (299 ) 56 - (1,839 )
Net income (loss) $ 4,037 328 (115 ) - 4,250 3,001 535 (103 ) - 3,433
Total assets $ 1,548,771 8,476 160,905 (160,468 ) 1,557,684 1,277,213 9,678 119,431 (116,576 ) 1,289,746

Nine months ended Nine months ended
September 30, 2017 September 30, 2016
Commercial Commercial
and Retail Mortgage Elimin- Consol- and Retail Mortgage Elimin- Consol-
(dollars in thousands) Banking Banking Corporate ations idated Banking Banking Corporate ations idated
Interest income $ 44,612 233 9 (9 ) 44,845 37,501 243 1 (1 ) 37,744
Interest expense 7,193 - 393 (9 ) 7,577 5,750 - 295 (1 ) 6,044
Net interest income (loss) 37,419 233 (384 ) - 37,268 31,751 243 (294 ) - 31,700
Provision for loan losses 1,500 - - - 1,500 2,025 - - - 2,025
Noninterest income 3,093 4,063 - - 7,156 3,036 5,685 - - 8,721
Noninterest expense 22,890 2,853 186 - 25,929 19,516 3,471 183 - 23,170
Net income before taxes 16,122 1,443 (570 ) - 16,995 13,246 2,457 (477 ) - 15,226
Income tax (provision) benefit (5,695 ) (534 ) 199 - (6,030 ) (4,686 ) (909 ) 114 - (5,481 )
Net income (loss) $ 10,427 909 (371 ) - 10,965 8,560 1,548 (363 ) - 9,745
Total assets $ 1,548,771 8,476 160,905 (160,468 ) 1,557,684 1,277,213 9,678 119,431 (116,576 ) 1,289,746

Commercial and retail banking.The Company’s primary business is to provide traditional deposit and lending products and services to its commercial and retail banking clients.

Mortgage banking. The mortgage banking segment provides mortgage loan origination services for loans that will be sold in the secondary market to investors.

Corporate. Corporate is comprised primarily of compensation and benefits for certain members of management and interest on parent company debt.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion reviews our results of operations for the ~~three- and nine-month periods~~three month period ended ~~September 30, 2017~~March 31, 2021 as compared to the ~~three- and nine-month periods~~three month period ended ~~September 30, 2016~~March 31, 2020 and assesses our financial condition as of ~~September 30, 2017~~March 31, 2021 as compared to December 31, ~~2016.~~2020. You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements and the related notes and the consolidated financial statements and the related notes for the year ended December 31, ~~2016~~2020 included in our Annual Report on Form 10-K for that period. Results for the ~~three- and nine-month periods~~three month period ended ~~September 30, 2017~~March 31, 2021 are not necessarily indicative of the results for the year ending December 31, ~~2017~~2021 or any future period.

C~~AUTIONARY~~W~~ARNING~~R~~EGARDING FORWARD~~-~~LOOKING STATEMENTS~~Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” or similar references mean Southern First Bancshares, Inc. and its consolidated subsidiary. References to the “Bank” refer to Southern First Bank.

Cautionary Warning Regarding forward-looking statements

This ~~report, including information included or incorporated by reference in this~~ report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of ~~1934.~~1934 (the “Exchange Act”). Forward-looking statements may relate to our financial condition, results of operations, plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “believe,” “continue,” “assume,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those anticipated in any forward-looking statements include, but are not limited to:

•

The impact of the outbreak of the novel coronavirus, or COVID-19, on our business, including the impact of the actions taken by governmental authorities to ~~those described under~~try and contain the virus or address the impact of the virus on the United States economy (including, without limitation, the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act), and the resulting effect of these items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;

•

Restrictions or conditions imposed by our regulators on our operations;

•

Increases in competitive pressure in the banking and financial services industries;

•

Changes in access to funding or increased regulatory requirements with regard to funding;

•

Changes in deposit flows;

•

Credit losses as a result of declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors;

•

Credit losses due to loan concentration;

•

Changes in the amount of our loan portfolio collateralized by real estate and weaknesses in the real estate market;

•

Our ability to successfully execute our business strategy;

•

Our ability to attract and retain key personnel;

•

The success and costs of our expansion into the Charlotte, North Carolina, Greensboro, North Carolina and Atlanta, Georgia markets and into potential new markets;

•

Changes in the interest rate environment which could reduce anticipated or actual margins;

•

Changes in political conditions or the legislative or regulatory environment, including governmental initiatives affecting the financial services industry, including as a result of the new presidential administration and Democratic control of Congress;

•

Changes in economic conditions resulting in, among other things, a deterioration in credit quality;

•

Changes occurring in business conditions and inflation;

•

Increased cybersecurity risk, including potential business disruptions or financial losses;

•

Changes in technology;

•

The adequacy of the level of our allowance for loan losses and the amount of loan loss provisions required in future periods;

•

Examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for loan losses or write-down assets;

•

Changes in monetary and tax policies;

•

The rate of delinquencies and amounts of loans charged-off;

•

The rate of loan growth in recent years and the lack of seasoning of a portion of our loan portfolio;

•

Our ability to maintain appropriate levels of capital and to comply with our capital ratio requirements;

•

Adverse changes in asset quality and resulting credit risk-related losses and expenses;

•

Changes in accounting policies and practices;

•

Risks associated with actual or potential litigation or investigations by customers, regulatory agencies or others;

•

Adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed;

•

The potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics (including COVID-19), war or terrorist activities, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and related tariffs; and

•

Other risks and uncertainties detailed in Part I, Item ~~1A- Risk Factors~~1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2016, as well as~~2020, in Part II, Item 1A, “Risk Factors” of our Quarterly Reports on Form 10-Q, and in our other filings with the ~~following:~~SEC.

●	~~Restrictions or conditions imposed by our regulators on our operations;~~
●	~~Increases in competitive pressure in the banking and financial services industries;~~
●	Our ability to identify and retain individuals with experience and relationships in the markets in which we intend to expand, including our recently announced Raleigh, North Carolina and Atlanta, Georgia markets;
●	The time and costs of evaluating new markets, hiring or retaining experienced local management, and opening new offices and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;
●	~~Changes in access to funding or increased regulatory requirements with regard to funding;~~
●	~~Changes in deposit flows;~~
●	~~Credit losses as a result of declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors;~~
●	~~Credit losses due to loan concentration;~~
●	~~Changes in the amount of our loan portfolio collateralized by real estate and weaknesses in the real estate market;~~
●	~~Our ability to successfully execute our business strategy;~~
●	~~Our ability to attract and retain key personnel;~~
●	~~Changes in the interest rate environment which could reduce anticipated or actual margins;~~
●	~~Changes in political conditions or the legislative or regulatory environment, including governmental initiatives affecting the financial services industry;~~
●	~~Changes in economic conditions resulting in, among other things, a deterioration in credit quality;~~
●	~~Changes occurring in business conditions and inflation;~~
●	~~Cybersecurity breaches, including potential business disruptions or financial losses;~~
●	~~Changes in technology;~~
●	~~The adequacy of the level of our allowance for loan losses and the amount of loan loss provisions required in future periods;~~
●	Examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for loan losses or write-down assets;
●	~~Changes in monetary and tax policies;~~
●	~~The rate of delinquencies and amounts of loans charged-off;~~
●	~~The rate of loan growth in recent years and the lack of seasoning of a portion of our loan portfolio;~~
●	~~Our ability to maintain appropriate levels of capital and to comply with our capital ratio requirements;~~
●	~~Adverse changes in asset quality and resulting credit risk-related losses and expenses;~~
●	~~Changes in accounting policies and practices; and~~
●	Other risks and uncertainties detailed in Part I,. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016, in Part II, Item 1A of this Quarterly Report on Form 10-Q, and from time to time in our other filings with the Securities and Exchange Commission (the “SEC”).

If any of these risks or uncertainties materialize, or if any of the assumptions underlying such forward-looking statements proves to be incorrect, our results could differ materially from those expressed in, implied or projected by, such forward-looking statements. For information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 and “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. We make these forward-looking statements as of the date of this document and we do not intend, and assume no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those expressed in, or implied or projected by, the forward-looking ~~statements.~~statements, except as required by law.

OVERVIEW

Our business model continues to be client-focused, utilizing relationship teams to provide our clients with a specific banker contact and support team responsible for all of their banking needs. The purpose of this structure is to provide a consistent and superior level of professional service, and we believe it provides us with a distinct competitive advantage. We consider exceptional client service to be a critical part of our culture, which we refer to as ~~"ClientFIRST."~~“ClientFIRST.”

At ~~September 30, 2017,~~March 31, 2021, we had total assets of ~~$1.6~~$2.58 billion, a ~~16.2%~~3.9% increase from total assets of ~~$1.3~~$2.48 billion at December 31, ~~2016.~~2020. The largest components of our total assets are ~~net~~ loans ~~and securities~~ which were ~~$1.3~~$2.18 billion and ~~$81.5 million, respectively,~~$2.14 billion at ~~September 30, 2017. Comparatively, our net loans~~March 31, 2021 and ~~securities totaled $1.2 billion and $70.2 million, respectively, at~~ December 31, ~~2016.~~2020, respectively. Our liabilities and shareholders’ equity at ~~September 30, 2017~~March 31, 2021 totaled ~~$1.4~~$2.34 billion and ~~$147.4~~$239.5 million, respectively, compared to liabilities of ~~$1.2~~$2.25 billion and shareholders’ equity of ~~$109.9~~$228.3 million at December 31, ~~2016.~~2020. The principal component of our liabilities is deposits which were ~~$1.3~~$2.26 billion and ~~$1.1~~$2.14 billion at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively.

During the second quarter of 2017, we issued a total of 805,000 shares of our common stock at $32.75 per share in a public offering. Proceeds from the offering were used to improve our capital structure, including to repay our former $10 million holding company line of credit, to fund future organic growth, and for working capital and other general corporate purposes.

Like most community banks, we derive the majority of our income from interest received on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits and borrowings. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities, which is called our net interest spread. In addition to earning interest on our loans and investments, we earn income through fees and other charges to our clients.

Our net income to common shareholders was ~~$4.3~~$10.4 million and ~~$3.4~~$2.8 million for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, an increase of $817 thousand, or 23.8%.~~2020, respectively. Diluted earnings per share (“EPS”) was ~~$0.55~~$1.31 for the ~~third~~first quarter of ~~2017~~2021 as compared to ~~$0.51~~$0.36 for the same period in ~~2016.~~2020. The increase in net income resulted primarily from ana $6.3 million decrease in loan loss provision recorded in the first quarter of 2021 compared to the same period in 2020, a $3.2 million increase in net interest income, a $2.0 million increase in noninterest income and partially offset by a ~~decrease in noninterest income and an~~$1.8 million increase in noninterest expense.

~~Our net income~~recent events – covid-19 pandemic

The COVID-19 pandemic has had significant impact on our business, industry and clients. Twelve months ago, unemployment rates were at historical highs, our bank lobbies were closed to common shareholders was $11.0 million and $9.7 million for the nine months ended September 30, 2017 and 2016, respectively, an increase of $1.2 million, or 12.5%. Diluted EPS was $1.50 for the nine months ended September 30, 2017 as compared to $1.45 for the same period in 2016. The increase in net income resulted primarily from an increase in net interest income, partially offset by a decrease in noninterest income and an increase in noninterest expense.

~~Economic conditions, competition,~~guests, and the ~~monetary~~majority of our team was working remotely. As of March 31, 2021, normalcy has begun to return as unemployment rates have decreased to near pre-COVID levels, our bank lobbies have re-opened, and ~~fiscal policies~~our team members have returned to the office. Our digital technology channels are also stronger and better utilized as a result of the ~~Federal government significantly affect most financial institutions, including~~pandemic.

Beginning in March 2020, we began granting loan modifications or deferrals to certain borrowers affected by the ~~Bank. Lending~~pandemic on a short-term basis of three to six months. As of March 31, 2021, all but two of these loans are under a normal payment structure.

We continue to monitor credit risk and ~~deposit activities~~our exposure to increased loan losses resulting from the impact of COVID-19 on our commercial clients. In doing so, we believe that the hospitality and ~~fee income generation are influenced by levels of~~tourism industry is still at risk for credit loss due to reduced business ~~spending~~ and investment, consumer income, consumer spending and savings, capital market activities, and competition among financial institutions, as well as customer preferences, interest rate conditions and prevailing market rates on competing productsrecreational travel in our ~~market areas.~~regions. We will not know the depth of the impact of the pandemic on the hospitality and tourism industry until a significant portion of the population has received the vaccine and travel restrictions have been lifted.

Hotel portfolio as of March 31, 2021:

•

21 loans totaled $109.7 million

•

2 loans totaled $13.5 million remained under a deferral arrangement

•

0% of hotel loans were 30 days or more past due

•

0% of hotel loans were on nonaccrual

•

4 hotel loans totaling $48.8 million were downgraded to special mention during the first quarter of 2021

•

7 hotel loans totaling $26.2 million were downgraded to substandard during the first quarter of 2021

During the first quarter of 2021, our classified asset ratio rose to 14.42% as a result of $26.2 million of hotel loans we downgraded to substandard. Downgrading these loans reflects our commitment to closely monitor our most at-risk clients.

As of March 31, 2021, all of our capital ratios, and the Bank’s capital ratios, were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our regulatory capital ratios could be adversely impacted by further credit losses. We maintain access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the Bank.

RESULTS OF OPERATIONS

Net Interest Income and Margin

Our level of net interest income is determined by the level of earning assets and the management of our net interest margin. Our net interest income was ~~$13.3~~$21.3 million for the ~~three-month period ended September 30, 2017,~~first quarter of 2021, a ~~22.3%~~17.5% increase over net interest income of ~~$10.9~~$18.1 million for the same period in 2016. In comparison, our average earning assets increased 22.8%, or $274.5 million, during the third quarter of 2017 compared to the third quarter of 2016, while our average interest-bearing liabilities increased by $188.6 million during the same period. Our net interest income was $37.3 million for the nine-month period ended September 30, 2017, a 17.6% increase over net interest income of $31.7 million for the same period in 2016. In comparison, our average earning assets increased 20.6%, or $240.2 million, during the first nine months of 2017 compared to the first nine months of 2016, while our average interest-bearing liabilities increased by $149.8 million during the same period. The increase in average earning assets isprior year resulting primarily ~~related to an increase in average loans and federal funds sold, while the increase in average interest-bearing liabilities is primarily a result of an increase in interest-bearing deposits,~~from lower deposit costs, partially offset by lower yields on interest-earning assets. In addition, our net interest margin, on a ~~decrease~~tax-equivalent basis (TE), was 3.60% for the first quarter of 2021 compared to 3.43% in ~~our FHLB advances and other borrowings.~~2020.

We have included a number of tables to assist in our description of various measures of our financial performance. For example, the “Average Balances, Income and Expenses, Yields and Rates” table reflects the average balance of each category of our assets and liabilities as well as the yield we earned or the rate we paid with respect to each category during the ~~three- and nine-~~three month periods ended ~~September 30, 2017~~March 31, 2021 and ~~2016.~~2020. A review of this table shows that our loans typically provide higher interest yields than do other types of interest-earning assets, which is why we direct a substantial percentage of our earning assets into our loan portfolio. Similarly, the “Rate/Volume Analysis” table demonstrates the effect of changing interest rates and changing volume of assets and liabilities on our financial condition during the periods shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included tables to illustrate our interest rate sensitivity with respect to interest-earning accounts and interest-bearing accounts.

The following ~~tables set~~table sets forth information related to our average balance sheets, average yields on assets, and average costs of liabilities. We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. During the same periods, we had no securities purchased with agreements to resell. All investments owned have an original maturity of over one year. Nonaccrual loans are included in the following tables. Loan yields have been reduced to reflect the negative impact on our earnings of loans on nonaccrual status. The net of capitalized loan costs and fees are amortized into interest income on loans.

Average Balances, Income and Expenses, Yields and Rates
	For the Three Months Ended March 31,
	2021						2020
	Average		Income/		Yield/		Average		Income/		Yield/
(dollars in thousands)	Balance		Expense		Rate⁽¹⁾		Balance		Expense		Rate⁽¹⁾
Interest-earning assets
Federal funds sold and interest-bearing
deposits with banks	$	89,522	$	47	0.21	%	$	46,101	$	103	0.90	%
Investment securities, taxable		85,136		245	1.17	%		66,640		381	2.30	%
Investment securities, nontaxable⁽²⁾		11,000		73	2.68	%		3,815		19	2.05	%
Loans⁽³⁾		2,209,569		22,465	4.12	%		2,003,554		23,367	4.69	%
Total interest-earning assets		2,395,227		22,830	3.87	%		2,120,110		23,870	4.53	%
Noninterest-earning assets		101,932						111,338
Total assets	$	2,497,159					$	2,231,448
Interest-bearing liabilities
NOW accounts	$	280,737		46	0.07	%	$	227,688		168	0.30	%
Savings & money market		1,084,467		586	0.22	%		956,588		3,369	1.42	%
Time deposits		213,378		523	0.99	%		329,664		1,637	2.00	%
Total interest-bearing deposits		1,578,582		1,155	0.30	%		1,513,940		5,174	1.37	%
FHLB advances and other borrowings		2,809		5	0.72	%		43,470		158	1.46	%
Subordinated debentures		36,008		380	4.28	%		35,900		436	4.88	%
Total interest-bearing liabilities		1,617,399		1,540	0.39	%		1,593,310		5,768	1.46	%
Noninterest-bearing liabilities		648,969						427,992
Shareholders’ equity		230,791						210,146
Total liabilities and shareholders’ equity	$	2,497,159					$	2,231,448
Net interest spread					3.48	%					3.07	%
Net interest income (tax equivalent) / margin			$	21,290	3.60	%			$	18,102	3.43	%
Less: tax-equivalent adjustment⁽²⁾				17						4
Net interest income			$	21,273					$	18,098

Average Balances, Income and Expenses, Yields and Rates

For the Three Months Ended September 30,
2017 2016
Average Income/ Yield/ Average Income/ Yield/
(dollars in thousands) Balance Expense Rate⁽¹⁾ Balance Expense Rate⁽¹⁾
Interest-earning assets
Federal funds sold $ 69,907 $ 230 1.31% $ 22,611 $ 31 0.55%
Investment securities, taxable 63,258 327 2.05% 60,219 267 1.76%
Investment securities, nontaxable⁽²⁾ 20,222 187 3.67% 21,095 206 3.89%
Loans⁽³⁾ 1,322,193 15,282 4.59% 1,097,201 12,486 4.53%
Total interest-earning assets 1,475,580 16,026 4.31% 1,201,126 12,990 4.30%
Noninterest-earning assets 74,295 60,801
Total assets $ 1,549,875 $ 1,261,927

Interest-bearing liabilities
NOW accounts $ 214,929 98 0.18% $ 205,795 78 0.15%
Savings & money market 518,918 1,098 0.84% 326,722 329 0.40%
Time deposits 326,732 888 1.08% 267,609 550 0.82%
Total interest-bearing deposits 1,060,579 2,084 0.78% 800,126 957 0.48%
FHLB advances and other borrowings 50,418 446 3.51% 122,308 980 3.19%
Junior subordinated debentures 13,403 116 3.43% 13,403 95 2.82%
Total interest-bearing liabilities 1,124,400 2,646 0.93% 935,837 2,032 0.86%
Noninterest-bearing liabilities 280,181 221,797
Shareholders’ equity 145,294 104,293
Total liabilities and shareholders’ equity $ 1,549,875 $ 1,261,927
Net interest spread 3.38% 3.44%
Net interest income (tax equivalent) / margin $ 13,380 3.60% $ 10,958 3.63%
Less: tax-equivalent adjustment⁽²⁾ 71 78
Net interest income $ 13,309 $ 10,880

~~(1)~~	(1)	Annualized for the three month period.
~~(2)~~	(2)	The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield on a taxable basis.
~~(3)~~	(3)	Includes mortgage loans held for sale.

Our net interest margin ~~on a tax-equivalent~~(TE) increased 17 basis ~~was~~points to 3.60% ~~for~~during the ~~three months ended September 30, 2017 compared to 3.63% for the third~~first quarter of ~~2016. The three basis point decline~~2021 primarily due to a reduction in ~~net interest margin was primarily driven by the increased rate~~cost on our interest-bearing ~~deposits compared to~~liabilities, partially offset by the ~~prior year.~~decreased yield on our interest-earning assets. Our average interest-earning assets grew by ~~$274.5~~$275.1 million during the ~~third~~first quarter of ~~2017 as compared to the same period in 2016, and~~2020, while the average yield on these assets ~~slightly increased as well. However,~~decreased by 66 basis points to 3.87%. In addition, our average interest-bearing liabilities grew by ~~$188.6~~$24.1 million during the ~~2017~~2021 period ~~as compared to the same period in 2016,~~ while the rate on these liabilities ~~increased seven~~decreased 107 basis points to ~~0.93% for the three months ended September 30, 2017.~~0.39%.

The ~~$274.5 million~~ increase in average interest-earning assets for the ~~three months ended September 30, 2017, as compared~~first quarter of 2021 related primarily to ~~the same quarter in 2016, primarily related to a $225.0~~an increase of $206.0 million ~~increase~~ in our average loan balances ~~and~~combined with a ~~$47.3~~$43.4 million increase in federal funds ~~sold.~~sold and interest-bearing deposits with banks. The ~~slight increase~~decrease in yield on ~~these~~our interest earning assets was driven by a 57 basis point decrease in loan yield as our loan portfolio continues to show the impact of the Federal Reserve’s aggregate 225 basis point interest rate reduction since August 2019. These rate reductions resulted in the decreased loan yield, a decrease in yield on our federal funds sold and interest bearing-deposits with banks and a decrease in yield on our investment securities.

The increase in our average loan balances with higher yields on new loans originated and renewed during the quarter than when compared to the past. The increase in yield was partially offset due to the increase in federal funds sold. The increase of federal funds sold is a result of our efforts to improve our liquidity position for future cash needs.

~~In addition, our average~~ interest-bearing liabilities increased by $188.6 million during the third quarter of 2017 as compared to the third quarter of 2016, while the cost of our interest-bearing liabilities increased by seven basis points during the same period. The increased rate during the 2017 period resulted primarily from a ~~$260.5~~$64.6 million increase in our interest-bearing deposits at an average rate of ~~0.78%~~0.30%, a 30107 basis point ~~increase~~decrease from the ~~third~~first quarter of ~~2016. In addition, the cost of~~2020, partially offset by a $40.7 million decrease in our FHLB advances and other ~~interest-bearing liabilities, the majority of which are at variable rates tied to Libor, increased in relation to current market rates and trends.~~borrowings.

Our net interest spread was ~~3.38%~~3.48% for the ~~three months ended September 30, 2017~~first quarter of 2021 compared to ~~3.44%~~3.07% for the same period in ~~2016.~~2020. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The ~~one basis point increase~~decrease in both the yield on our interest-earning assets and the ~~seven basis point increase in~~ rate on our interest-bearing liabilities resulted in a ~~six~~41 basis point ~~decrease~~increase in our net interest spread for the ~~2017~~2021 period.

For the Nine Months Ended September 30,
2017 2016
Average Income/ Yield/ Average Income/ Yield/
(dollars in thousands) Balance Expense Rate(1) Balance Expense Rate(1)
Interest-earning assets
Federal funds sold $ 65,026 $ 548 1.13% $ 27,746 $ 122 0.59%
Investment securities, taxable 55,545 850 2.05% 64,502 949 1.97%
Investment securities, nontaxable (2) 19,984 577 3.86% 20,745 634 4.08%
Loans 1,265,408 43,089 4.55% 1,052,804 36,280 4.60%
Total interest-earning assets 1,405,963 45,064 4.29% 1,165,797 37,985 4.35%
Noninterest-earning assets 68,852 70,827
Total assets $ 1,474,815 $ 1,236,624
Interest-bearing liabilities
NOW accounts $ 220,066 304 0.18% $ 201,257 242 0.16%
Savings & money market 451,490 2,471 0.73% 325,271 999 0.41%
Time deposits 309,679 2,298 0.99% 269,780 1,650 0.82%
Total interest-bearing deposits 981,235 5,073 0.69% 796,308 2,891 0.48%
Note payable and other borrowings 82,810 2,172 3.51% 117,934 2,873 3.25%
Junior subordinated debentures 13,403 332 3.31% 13,403 280 2.79%
Total interest-bearing liabilities 1,077,448 7,577 0.94% 927,645 6,044 0.87%
Noninterest-bearing liabilities 267,365 208,396
Shareholders’ equity 130,002 100,583
Total liabilities and shareholders’ equity $ 1,474,815 $ 1,236,624
Net interest spread 3.35% 3.48%
Net interest income (tax equivalent) / margin $ 37,487 3.56% $ 31,941 3.66%
Less: tax-equivalent adjustment (2) 219 241
Net interest income $ 37,268 $ 31,700

~~(1)~~	~~Annualized for the nine month period.~~
~~(2)~~	~~The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield~~ We anticipate pressure on ~~a taxable basis.~~
~~(3)~~	~~Includes mortgage loans held for sale.~~

Our net interest margin, on a tax-equivalent basis, was 3.56% for the nine months ended September 30, 2017 compared to 3.66% for the first nine months of 2016. The ten basis point decrease in net interest margin as compared to the same period in 2016 was driven primarily by a six basis point reduction in the yield on our interest-earning assets, combined with a seven basis point increase in the cost of our interest-bearing liabilities.

Our average interest-earning assets increased by $240.2 million as compared to the 2016 period related primarily to a $212.6 million increase in our average loan balances for the 2017 period. However, the yield on our interest-earning assets decreased by six basis points due primarily to a five basis point decrease in our loan yield combined with an increase in our average federal funds sold balances during the period which yielded a lower rate when compared to our loan portfolio and other investments. The decline in yield on our loan portfolio was driven primarily by loans being originated or renewed during the 2017 period at market rates which are lower than those in the past.

In addition, our average interest-bearing liabilities increased by $149.8 million during the nine months ended September 30, 2017 as compared to the first nine months of 2016. The cost of our interest-bearing liabilities increased seven basis points during the same period, driven by a $184.9 million increase in our average interest-bearing deposits at a rate 21 basis points higher than in the third quarter of 2016.

~~Our net interest spread was 3.35% for the nine months ended September 30, 2017 compared to 3.48% for the same period in 2016. The 13 basis point decrease in~~ our net interest spread ~~for the 2017 period was driven by the six basis point reduction~~and net interest margin in future periods as our loan yield oncontinues to decline due to new and renewed loans pricing at rates lower than our ~~interest-earning assets paired with the seven basis point increase in cost on our interest-bearing liabilities.~~current portfolio rate.

Rate/Volume Analysis

Net interest income can be analyzed in terms of the impact of changing interest rates and changing volume. The following table sets forth the effect which the varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.

      Three Months Ended
      September 30, 2017 vs. 2016             September 30, 2016 vs. 2015
Increase (Decrease) Due to Increase (Decrease) Due to
Rate/       Rate/
(dollars in thousands) Volume Rate Volume Total Volume Rate Volume Total
Interest income
Loans $ 2,599 164 33 2,796 1,343 (195 ) (24 ) 1,124
Investment securities 11 36 1 48 116 (69 ) (23 ) 24
Federal funds sold 65 43 91 199 (18 ) 32 (16 ) (2 )
Total interest income 2,675 243 125 3,043 1,441 (232 ) (63 ) 1,146
Interest expense
Deposits 304 626 197 1,127 85 (63 ) (6 ) 16
FHLB advances and other borrowings (576 ) 96 (54 ) (534 ) 54 21 1 76
Junior subordinated debt - 21 - 21 - 12 - 12
Total interest expense (272 ) 743 143 614 139 (30 ) (5 ) 104
Net interest income $ 2,947 (500 ) (18 ) 2,429 1,302 (202 ) (58 ) 1,042


	Three Months Ended
	March 31, 2021 vs. 2020									March 31, 2020 vs. 2019
	Increase (Decrease) Due to									Increase (Decrease) Due to
						Rate/									Rate/
(dollars in thousands)	Volume			Rate		Volume		Total		Volume			Rate		Volume		Total
Interest income
Loans	$	2,403		(2,996	)	(309	)	(902	)	$	3,507		(881	)	(148	)	2,478
Investment securities		144		(175	)	(64	)	(95	)		(49	)	(114	)	10		(153	)
Federal funds sold and interest-bearing deposits with banks		97		(79	)	(74	)	(56	)		88		(106	)	(53	)	(71	)
Total interest income		2,644		(3,250	)	(447	)	(1,053	)		3,546		(1,101	)	(191	)	2,254
Interest expense
Deposits		(889	)	(3,778	)	648		(4,019	)		790		(864	)	(127	)	(201	)
FHLB advances and other borrowings		(148	)	(112	)	105		(155	)		100		(142	)	(56	)	(98	)
Subordinated debentures		1		(55	)	-		(54	)		273		-		-		273
Total interest expense		(1,036	)	(3,945	)	753		(4,228	)		1,163		(1,006	)	(183	)	(26	)
Net interest income	$	3,680		695		(1,200	)	3,175		$	2,383		(95	)	(8	)	2,280

Net interest income, the largest component of our income, was $13.3 million for the three-month period ended September 30, 2017 and $10.9 million for the three months ended September 30, 2016, a $2.4 million, or 22.3%, increase during the third quarter of 2017. The increase in net interest income is due to a $3.0 million increase in interest income, partially offset by a $614,000 increase in interest expense. During the third quarter of 2017, the primary driver of the increase in net interest income was the $225.0 million increase in our average loan balances as compared to the third quarter of 2016.

Nine Months Ended
September 30, 2017 vs. 2016 September 30, 2016 vs. 2015
Increase (Decrease) Due to Increase (Decrease) Due to
Rate/ Rate/
(dollars in thousands) Volume Rate Volume Total Volume Rate Volume Total
Interest income
Loans $ 7,455 (538 ) (108 ) 6,809 3,713 (122 ) (14 ) 3,577
Investment securities (149 ) 17 (2 ) (134 ) 495 (175 ) (80 ) 240
Federal funds sold 165 112 149 426 (17 ) 76 (16 ) 43
Total interest income 7,471 (409 ) 39 7,101 4,191 (221 ) (110 ) 3,860
Interest expense
Deposits 712 1,181 289 2,182 382 (47 ) (7 ) 328
FHLB advances and other borrowings (848 ) 210 (63 ) (701 ) (10 ) 206 (1 ) 195
Junior subordinated debt - 52 - 52 - 36 - 36
Total interest expense (136 ) 1,443 226 1,533 372 195 (8 ) 559
Net interest income $ 7,607 (1,852 ) (187 ) 5,568 3,819 (416 ) (102 ) 3,301

~~Net interest income for the nine months ended September 30, 2017 was $37.3 million compared to $31.7~~$21.3 million for the first ~~nine months ended September 30, 2016,~~quarter of 2021 and $18.1 million for the first quarter of 2020, a ~~$5.6~~$3.2 million, or ~~17.6%~~17.5%, increase. The increase during ~~the first nine months of 2017 compared~~2021 was driven by a $4.2 million decrease in interest expense primarily due to ~~the same period in 2016. The increase in net~~lower rates on our interest-bearing liabilities. In addition, interest income isdecreased by $1.1 million due to a ~~$7.1 million~~decrease in rates across all interest earning assets, partially offset by an increase in interest income, offset in part by a $1.5 million increase in interest expense. The $212.6 million increase in average loan balances during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 was the primary drivervolume of ~~the increase in net interest income during the 2017 period.~~loans, investment securities and federal funds sold and interest-bearing deposits with banks.

Provision for Loan Losses

We have established an allowance for loan losses through a provision for loan losses charged as an expense on our consolidated statements of income. We review our loan portfolio periodically to evaluate our outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. Please see the discussion ~~below under “Balance Sheet Review~~included in Note 4 – Loans and Allowance for Loan ~~Losses”~~Losses for a description of the factors we consider in determining the amount of the provision we expense each period to maintain this allowance.

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2021, we ~~incurred~~recorded a ~~noncash expense related to the~~negative provision for loan losses of ~~$500,000 and $1.5 million, respectively,~~$300,000 which resulted in an allowance for loan losses of ~~$15.6~~$43.5 million, or ~~1.17%~~1.99% of gross ~~loans, as of September 30, 2017. For the three and nine months ended September 30, 2016,~~loans. Comparatively, our provision for loan losses ~~of $825,000 and $2.0~~was $6.0 million ~~respectively,~~for the three months ended March 31, 2020 which resulted in an allowance for loan losses of ~~$14.5~~$22.5 million, or ~~1.30%~~1.11% of gross ~~loans,~~loans. The negative provision for the first quarter of 2021 was driven by a reduction in qualitative adjustment factors related to improvement in the economic and business conditions at both the national and regional levels as of ~~September 30, 2016. During~~March 31, 2021, partially offset by downgrades in our hotel loan portfolio as we believe the ~~past 12 months, our loan balances increased by $213.6 million, while~~tourism and hospitality industry remains at risk of credit losses due to the amount of our nonperforming loans and classified loans declined. Factors such as these are also considered in determining the amount of loan loss provision necessary to maintain our allowance for loan losses at an adequate level.pandemic.

Noninterest Income

The following table sets forth information related to our noninterest income.

Three months ended Nine months ended
September 30, September 30,
(dollars in thousands) 2017 2016 2017 2016
Mortgage banking income $ 1,403 2,003 4,063 5,685
Service fees on deposit accounts 324 269 886 732
Income from bank owned life insurance 224 187 590 553
Gain on sale of investment securities - 106 2 431
Loss on disposal of fixed assets - - (50 ) -
Other income 591 452 1,665 1,320
Total noninterest income $ 2,542 3,017 7,156 8,721


	Three months ended
	March 31,
(dollars in thousands)	2021		2020
Mortgage banking income	$	4,633	2,668
Service fees on deposit accounts		185	262
ATM and debit card income		470	398
Income from bank owned life insurance		267	270
Other income		349	318
Total noninterest income	$	5,904	3,916

Noninterest income ~~decreased $475,000,~~increased $2.0 million, or ~~15.7%~~50.8%, for the ~~third~~first quarter of ~~2017~~2021 as compared to the same period in ~~2016.~~2020. The ~~decrease~~increase in total noninterest income ~~during the 2017 period~~ resulted primarily from the following:

●

~~Mortgage banking income decreased by $600,000, or 30.0%~~

•

Mortgage banking income increased by $2.0 million, or 73.7%, driven by higher mortgage origination volume due to the favorable interest rate environment for mortgage loans.

•

ATM and debit card income increased by $72,000, or 18.1%, ~~driven by lower origination volume during the third quarter~~ due to an ~~overall~~ increase ~~in the average market rate for new mortgage loan originations.~~

●

~~There were no gains/losses recognized on the sale of investment securities in the third quarter of 2017 while there was a $106,000 gain recognized during the same period in 2016.~~

~~Partially offsetting these decreases~~ in ~~noninterest~~debit card transactions.

•

Other income increased by $31,000, or 9.7%, related to higher loan and wire transfer fees.

Offsetting the above increases was a ~~$55,000 increase~~decrease in service fees on deposit accounts ~~driven by~~primarily due to lower non-sufficient funds ~~(“NSF”) fee income, and a $139,000 increase~~fees in ~~other income due to increased loan fee income, including late charges, and ATM/debit card exchange income.~~the 2021 period.

Noninterest income decreased $1.6 million, or 17.9%, during the nine months ended September 30, 2017 as compared to the same period in 2016. The decrease in total noninterest income during the nine months ended September 30, 2017 resulted primarily from a $1.6 million decrease in mortgage banking income and a $429,000 decrease in gain on sale of investment securities as compared to the prior period. Partially offsetting these decreases in noninterest income, was a $154,000 increase in service fees on deposit accounts and a $345,000 increase in other income which consists primarily of ATM/debit card transactions as well as wire transfer fees.

In accordance with the requirements set forth under the Dodd-Frank Wall Street Reform and Consumer Protection Act, in June 2011, the Federal Reserve approved a final rule which caps an issuer's base interchange fee at 21 cents per transaction and allows an additional 5 basis point charge per transaction to help cover fraud losses. Although the rule does not apply to institutions with less than $10 billion in assets, such as our Bank, there is concern that the price controls may harm community banks, which could be pressured by the marketplace to lower their own interchange rates. Our ATM/Debit card fee income is included in other noninterest income and was $295,000 and $220,000 for the three months ended September 30, 2017 and 2016, respectively, and $847,000 and $641,000 for the nine months ended September 30, 2017 and 2016, respectively, the majority of which related to interchange fee income.

Noninterest expenses

The following table sets forth information related to our noninterest expenses.

Three months ended Nine months ended
September 30, September 30,
(dollars in thousands) 2017 2016 2017 2016
Compensation and benefits $ 5,698 4,948 16,496 14,353
Occupancy 1,043 908 3,042 2,670
Real estate owned expenses 28 81 38 725
Outside service and data processing 794 690 2,362 1,916
Insurance 258 227 845 678
Professional fees 334 326 1,029 864
Marketing 199 195 605 625
Other 452 425 1,512 1,339
Total noninterest expense $ 8,806 7,800 25,929 23,170


	Three months ended
	March 31,
(dollars in thousands)	2021		2020
Compensation and benefits	$	6,683	6,390
Mortgage production costs		2,867	1,807
Occupancy		1,637	1,533
Real estate owned expenses		387	-
Outside service and data processing costs		1,142	1,070
Insurance		301	320
Professional fees		421	400
Marketing		182	230
Other		542	622
Total noninterest expense	$	14,162	12,372

Noninterest expense was ~~$8.8~~$14.2 million for the ~~three months ended September 30, 2017,~~first quarter of 2021, a ~~$1.0~~$1.8 million, or ~~12.9%~~14.5%, increase from noninterest expense of ~~$7.8~~$12.4 million for the ~~three months ended September 30, 2016. Significant fluctuations~~first quarter of 2020. The increase in noninterest expenses ~~resulted~~was driven primarily by the following:

•

Compensation and benefits expense increased $293,000, or 4.6%, relating primarily to increases in base and incentive compensation.

•

Mortgage production costs increased $1.1 million, or 58.7%, due to higher commission expense related to the increased mortgage activity resulting from the ~~following:~~current favorable interest rate environment.

●

~~Compensation and benefits expense increased $750,000, or 15.1%~~

•

Occupancy expense increased $104,000, or 6.8%, ~~relating~~ primarily to increases in base compensation, incentive compensation and benefits expenses. Base compensation increased by $492,000 driven by the cost of 21 additional employees compared to the prior year, six of which were hired in conjunction with the opening of our new offices in Raleigh, North Carolina and Atlanta, Georgia; six of which were hired as additional team leaders or mortgage executives in our existing markets; and the remainder of which were hired to support loan and deposit growth. Incentive compensation increased by $50,000 and benefits expense increased by $233,000 during the 2017 period. The increase in incentive compensation related to ~~the additional number of employees at September 30, 2017 while the increase in benefits expenses was driven by an increase in payroll taxes and group insurance costs for the 2017 period.~~

●

~~Occupancy expenses increased by $135,000, or 14.9%, driven primarily by increased depreciation, property taxes and other building related expenses on the properties we own.~~

●

~~Outside service and data processing costs increased by $104,000, or 15.1%, driven by increased item processing, electronic banking, and ATM/debit card related expenses as well as bank service charges.~~

~~Partially offsetting~~ the ~~increases~~expansion of our current office space in ~~noninterest expense was a decrease in real~~Atlanta that took place during the third quarter of 2020.

•

Real estate owned expenses ~~of $53,000, or 65.4%,~~increased $387,000 primarily due ~~primarily~~ to a loss on sale of ~~property during the 2016 period.~~one commercial property.

Noninterest expense for the nine months ended September 30, 2017 increased 11.9%, or $2.8 million, as compared to the nine months ended September 30, 2016. The increase was driven primarily by the $2.1 million increase in compensation and benefits expense, $446,000 in outside•

Outside service and data processing fees increased by $72,000, or 6.7%, primarily due to increased electronic banking and ~~$372,000~~software licensing costs.

Offsetting the above increases were decreases in ~~occupancy fees. Partially offsetting the increases~~marketing expenses, due to fewer corporate sponsorships, and in ~~noninterest expense was a decrease of $687,000 in real estate owned~~other expenses, ~~during the first nine months of 2017.~~primarily due to lower travel costs.

Our efficiency ratio was ~~55.5%~~52.1% for the ~~third~~first quarter of ~~2017~~2021 compared to ~~56.1%~~56.2% for the ~~same period in 2016.~~first quarter of 2020. The efficiency ratio represents the percentage of one dollar of expense required to be incurred to earn a full dollar of revenue and is computed by dividing noninterest expense by the sum of net interest income and noninterest income. The ~~decrease~~improvement during the ~~2017~~2021 period relates primarily to the increase in ~~interest income partially offset by the increase in noninterest expense as well as a decrease in noninterest income compared to the prior year.~~mortgage banking income.

We incurred income tax expense of ~~$2.3~~$2.9 million and ~~$1.8 million~~$810,000 for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and $6.0 million and $5.5 million for the nine months ended September 30, 2017 and 2016,~~2020, respectively. Our effective tax rate was ~~35.1%~~22.1% and ~~34.9%~~22.2% for the three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016, respectively, and 35.5% and 36.0% for the nine months ended September 30, 2017 and 2016,~~2020, respectively. In the first quarter of 2017, we adopted the new FASB guidance which simplified several aspects of the accounting for share-based payment award transactions, including income tax consequences. As a result, our income tax expense was reduced by $207,000 for the nine months ended September 30, 2017.

Balance Sheet Review

Investment Securities

At ~~September 30, 2017,~~March 31, 2021, the ~~$81.5~~$94.8 million in our investment securities portfolio represented approximately ~~5.2%~~3.7% of our total ~~assets.Our~~assets. Our available for sale investment portfolio included USU.S. government agency securities, SBA securities, state and political subdivisions, asset-backed securities and mortgage-backed securities ~~witha~~with a fair value of ~~$78.4~~$93.0 million and an amortized cost of ~~$78.6~~$93.1 million, resulting in an unrealized loss of ~~$140,000.~~$114,000. At December 31, ~~2016,~~2020, the ~~$70.2~~$98.4 million in our investment securities portfolio represented approximately ~~5.2%~~4.0% of our total ~~assets. At December 31, 2016, we held~~assets, including investment securities ~~available for sale~~ with a fair value of ~~$64.5~~$94.7 million and an amortized cost of ~~$65.2~~$93.4 million for an unrealized ~~loss~~gain of ~~$764,000.~~$1.3 million.

Loans

Since loans typically provide higher interest yields than other types of interest earning assets, a substantial percentage of our earning assets are invested in our loan portfolio. Average loans excluding mortgage loans held for sale for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 were ~~$1.3~~$2.15 billion and ~~$1.1~~$1.98 billion, respectively. Before the allowance for loan losses, total loans outstanding at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 were ~~$1.3~~$2.18 billion and ~~$1.2~~$2.14 billion, respectively.

The principal component of our loan portfolio is loans secured by real estate mortgages. As of ~~September 30, 2017,~~March 31, 2021, our loan portfolio included ~~$1.1~~$1.86 billion, or ~~82.1%~~85.1%, of real estate ~~loans. As of~~loans, compared to $1.81 billion, or 84.6%, at December 31, ~~2016, real estate loans made up 81.1% of our loan portfolio and totaled $943.5 million.~~2020. Most of our real estate loans are secured by residential or commercial property. We obtain a security interest in real estate, in addition to any other available ~~collateral. This~~ collateral, ~~is taken~~in order to increase the likelihood of the ultimate repayment of the loan. Generally, we limit the loan-to-value ratio on loans to coincide with the appropriate regulatory guidelines. We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral and business types. We do not generally originate traditional long term residential mortgages to hold in our loan portfolio, but we do issue traditional second mortgage residential real estate loans and home equity lines of credit. Home equity lines of credit totaled ~~$150.4~~$154.2 million as of ~~September 30, 2017,~~March 31, 2021, of which approximately ~~42%~~48% were in a first lien position, while the remaining balance was second ~~liens, compared to $137.1 million as of~~liens. At December 31, ~~2016, with~~2020, our home equity lines of credit totaled $157.0 million, of which approximately ~~39%~~45% were in first lien positions, ~~and~~while the remaining balance was in second liens. The average loan had a balance of approximately ~~$89,000~~$81,000 and a loan to value of ~~71%~~61% as of ~~September 30, 2017,~~March 31, 2021, compared to an average loan balance of ~~$91,000~~$83,000 and a loan to value of approximately ~~73%~~62% as of December 31, ~~2016.~~2020. Further, 0.3% and 0.2% of our total home equity lines of credit were over 30 days past due as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, respectively.

Following is a summary of our loan composition at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016.~~2020. During the first ~~nine~~three months of ~~2017,~~2021, our loan portfolio increased by ~~$164.1~~$40.8 million, or ~~14.1%. Our commercial and consumer loan portfolios each experienced growth during the nine months ended September 30, 2017~~1.9%, with a ~~13.7% increase in commercial loans and a 14.8%~~5.3% increase in consumer loans while commercial loans remained stable during the period. ~~Of the $164.1 million in loan growth during the first nine months of 2017, $147.1 million~~The majority of the increase was in loans secured by real ~~estate, $12.3 million in commercial business loans, and $4.7 million in other consumer loans.~~estate. Our consumer real estate portfolio includes high quality 1-4 family consumer real estate loans. Our average consumer real estate loan currently has a principal balance of ~~$358,000,~~$437,000, a term of ~~ten~~20 years, and an average rate of ~~4.34%~~3.67% as of ~~September 30, 2017,~~March 31, 2021, compared to a ~~$341,000~~ principal balance of $429,000, a term of ~~nine~~19 years, and an average rate of ~~4.34%~~3.82% as of December 31, ~~2016.~~2020.

September 30, 2017 December 31, 2016
(dollars in thousands) Amount % of Total Amount % of Total
Commercial
Owner occupied RE $ 317,262 23.9% $ 285,938 24.6%
Non-owner occupied RE 301,360 22.7% 239,574 20.6%
Construction 32,332 2.4% 33,393 2.9%
Business 214,898 16.2% 202,552 17.4%
Total commercial loans 865,852 65.2% 761,457 65.5%

Consumer
Real estate 250,483 18.9% 215,588 18.5%
Home equity 150,371 11.3% 137,105 11.8%
Construction 38,766 2.9% 31,922 2.7%
Other 22,267 1.7% 17,572 1.5%
Total consumer loans 461,887 34.8% 402,187 34.5%
Total gross loans, net of deferred fees 1,327,739 100.0% 1,163,644 100.0%
Less—allowance for loan losses (15,579 ) (14,855 )
Total loans, net $ 1,312,160 $ 1,148,789

March 31, 2021
December 31, 2020
(dollars in thousands)
Amount
% of Total
Amount
% of Total
Commercial
Owner occupied RE
$
448,505
20.5
%
$
433,320
20.2
%
Non-owner occupied RE
584,187
26.8
%
585,269
27.3
%
Construction
51,996
2.4
%
61,467
2.9
%
Business
303,895
13.9
%
307,599
14.4
%
Total commercial loans
1,388,583
63.6
%
1,387,655
64.8
%

Consumer
Real estate
574,541
26.3
%
536,311
25.0
%
Home equity
154,157
7.1
%
156,957
7.3
%
Construction
44,170
2.0
%
40,525
1.9
%
Other
22,231
1.0
%
21,419
1.0
%
Total consumer loans
795,099
36.4
%
755,212
35.2
%
Total gross loans, net of deferred fees
2,183,682
100.0
%
2,142,867
100.0
%
Less—allowance for loan losses
(43,499
)
(44,149
)
Total loans, net
$
2,140,183
$
2,098,718

Nonperforming assets

Nonperforming assets include real estate acquired through foreclosure or deed taken in lieu of foreclosure and loans on nonaccrual status. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance with the loan terms and to show capacity to continue performing into the future before that loan can be placed back on accrual status. As of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016,~~2020, we had no loans 90 days past due and still accruing.

Following is a summary of our nonperforming assets, including nonaccruing TDRs.

(dollars in thousands) September 30, 2017 December 31, 2016
Commercial $ 3,409 3,673
Consumer 1,464 819
Nonaccruing troubled debt restructurings 730 990
Total nonaccrual loans 5,603 5,482
Other real estate owned 420 639
Total nonperforming assets $ 6,023 6,121


(dollars in thousands)	March 31, 2021		December 31, 2020
Commercial	$	1,452		1,477
Consumer		3,201		3,083
Nonaccruing troubled debt restructurings		3,150		3,509
Total nonaccrual loans		7,803		8,069
Other real estate owned		-		1,169
Total nonperforming assets	$	7,803		9,238

At ~~September 30, 2017,~~March 31, 2021, nonperforming assets were ~~$6.0~~$7.8 million, or ~~0.39%~~0.30% of total assets and ~~0.45%~~0.36% of gross loans. Comparatively, nonperforming assets were ~~$6.1~~$9.2 million, or ~~0.46%~~0.37% of total assets and ~~0.53%~~0.43% of gross loans at December 31, ~~2016.~~2020. Nonaccrual loans ~~were $5.6 million at September 30, 2017, a $121,000 increase from December 31, 2016. During~~decreased $266,000 during the first ~~nine~~three months of ~~2017, six~~2021 due primarily to $452,000 of nonaccrual loans ~~were put on nonaccrual~~returned to accrual status and ~~12 nonaccrual~~$365,000 of loans ~~were either~~ paid or ~~charged-off.~~charged off, partially offset by $551,000 of new loans on nonaccrual. The amount of foregone interest income on the nonaccrual loans in the first ~~nine~~three months of ~~2017~~2021 and ~~2016~~2020 was approximately ~~$251,000~~$1,000 and ~~$341,000,~~$51,000, respectively.

~~Nonperforming assets include other real estate owned which totaled $420,000 at September 30, 2017, a $219,000 decrease from December~~ At March 31, ~~2016. The balance at September 30, 2017 includes six commercial properties totaling $367,000~~2021 and two residential properties totaling $53,000. All of these properties are located in the Upstate of South Carolina. We believe that these properties are appropriately valued at the lower of cost or market as of September 30, 2017.

~~At September 30, 2017 and 2016,~~2020, the allowance for loan losses represented ~~278.1%~~557.5% and ~~258.3%~~226.1% of the total amount of nonperforming loans, respectively. A significant portion, or ~~79%~~approximately 98%, of nonperforming loans at ~~September 30, 2017 is~~March 31, 2021 was secured by real estate. ~~Our nonperforming loans have been written down to approximately 54% of their original nonperforming balance.~~ We have evaluated the underlying collateral on these loans and believe that the collateral on these loans is sufficient to minimize future losses. ~~Based on the level of coverage on nonperforming loans and analysis of our loan portfolio, we believe the allowance for loan losses of $15.6 million as of September 30, 2017 to be adequate.~~

As a general practice, most of our commercial loans and a portion of our consumer loans are originated with relatively short maturities of less than 10ten years. As a result, when a loan reaches its maturity we frequently renew the loan and thus extend its maturity using ~~the same~~similar credit standards as those used when the loan was first originated. Due to these loan practices, we may, at times, renew loans which are classified as ~~nonperforming~~nonaccrual after evaluating the loan’s collateral value and financial strength of its guarantors. ~~Nonperforming~~Nonaccrual loans are renewed at terms generally consistent with the ultimate source of repayment and rarely at reduced rates. In these cases, ~~the Company~~we will generally seek additional credit enhancements, such as additional collateral or additional guarantees to further protect the loan. When a loan is no longer performing in accordance with its stated terms, ~~the Company~~we will typically seek performance under the guarantee.

In addition, at ~~September 30, 2017, 82.1%~~March 31, 2021, 85.1% of our loans ~~are~~were collateralized by real estate and ~~80.0%~~91% of our impaired loans ~~are~~were secured by real estate. ~~The Company utilizes~~We utilize third party appraisers to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require ~~the Company~~us to obtain updated appraisals on an annual basis, either through a new external appraisal or an appraisal evaluation. Impaired loans are individually reviewed on a quarterly basis to determine the level of impairment. As of ~~September 30, 2017,~~March 31, 2021, we dodid not have any impaired real estate loans carried at a value in excess of the appraised value. We typically charge-off a portion or create a specific reserve for impaired loans when we do not expect repayment to occur as agreed upon under the original terms of the loan agreement.

At ~~September 30, 2017,~~March 31, 2021, impaired loans totaled ~~$12.6~~$12.2 million, for which ~~$9.4~~$5.0 million of these loans ~~have~~had a reserve of approximately ~~$3.7~~$1.6 million allocated in the allowance. During the first ~~nine~~three months of ~~2017,~~2021, the average recorded investment in impaired loans was approximately ~~$13.0~~$12.6 million. Comparatively, impaired loans totaled ~~$11.2~~$13.0 million at December 31, ~~2016, and $7.5~~2020 for which $5.1 million of these loans had a reserve of approximately ~~$2.6~~$1.7 million allocated in the allowance. During ~~2016,~~2020, the average recorded investment in impaired loans was approximately ~~$11.6~~$14.6 million.

We consider a loan to be a TDR when the debtor experiences financial difficulties and we provide concessions such that we will not collect all principal and interest in accordance with the original terms of the loan agreement. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. As of ~~September 30, 2017,~~March 31, 2021, we determined that we had loans totaling ~~$7.7~~$7.5 million that we considered ~~TDRs. As~~TDRs compared to $8.4 million as of December 31, ~~2016, we had~~2020. The decrease during the first three months of 2021 was driven by four client relationships with loans totaling ~~$6.7 million~~$908,000 that ~~we considered TDRs.~~were paid off or removed from TDR status during the quarter.

Allowance for Loan Losses

The allowance for loan losses was ~~$15.6~~$43.5 million and ~~$14.5~~$22.5 million at ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively, or ~~1.17%~~1.99% of outstanding loans at ~~September 30, 2017~~March 31, 2021 and ~~1.30%~~1.11% of outstanding loans at ~~September 30, 2016.~~March 31, 2020. At December 31, ~~2016,~~2020, our allowance for loan losses was ~~$14.9~~$44.1 million, or ~~1.28%~~2.06% of outstanding ~~loans, and we had net loans charged-off of $1.1 million for the year ended December 31, 2016.~~loans.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we charged-off ~~$962,000~~$406,000 of loans and recorded ~~$186,000~~$56,000 of recoveries on loans previously charged-off, for net charge-offs of ~~$776,000, or 0.08% of average loans, annualized.~~$350,000. Comparatively, we charged-off ~~$1.5 million~~$266,000 of loans and recorded ~~$286,000~~$86,000 of recoveries on loans previously charged-off, resulting in net charge-offs of ~~$1.2 million, or 0.15% of average loans, annualized,~~$180,000 for the first ~~nine~~three months of ~~2016.~~2020. The $650,000 decrease in the allowance for loan losses during the first three months of 2021 is driven by a reduction in qualitative adjustment factors related to the improvement in economic conditions at both the national and regional levels at March 31, 2021, partially offset by downgrades in our hotel loan portfolio as we believe the tourism and hospitality industry remains at risk of credit losses due to the pandemic.

Following is a summary of the activity in the allowance for loan losses.

Nine months ended
September 30, Year ended
(dollars in thousands) 2017 2016 December 31, 2016
Balance, beginning of period $ 14,855 13,629 13,629
Provision 1,500 2,025 2,300
Loan charge-offs (962 ) (1,462 ) (1,648 )
Loan recoveries 186 286 574
Net loan charge-offs (776 ) (1,176 ) (1,074 )
Balance, end of period $ 15,579 14,478 14,855

Three months ended
March 31,
Year ended
(dollars in thousands)
2021
2020
December 31, 2020
Balance, beginning of period
$
44,149
16,642
16,642
Provision
(300
)
6,000
29,600
Loan charge-offs
(406
)
(266
)
(3,414
)
Loan recoveries
56
86
1,321
Net loan charge-offs
(350
)
(180
)
(2,093
)
Balance, end of period
$
43,499
22,462
44,149

Deposits and Other Interest-Bearing Liabilities

Our primary source of funds for loans and investments is our deposits and advances from the ~~FHLB, and structured repurchase agreements.~~FHLB. In the past, we have chosen to obtain a portion of our certificates of deposits from areas outside of our market in ~~orderto~~order to obtain longer term deposits than are readily available in our local market. ~~We have adopted~~Our internal guidelines regarding ~~our~~the use of brokered CDs ~~that~~ limit our brokered CDs to 20% of total deposits. In addition, we do not obtain time deposits ~~and dictate that our current interest rate risk profile determines~~of $100,000 or more through the ~~terms.~~Internet. These guidelines allow us to take advantage of the attractive terms that wholesale funding can offer while mitigating the related inherent risk.

Our retail deposits represented ~~$1.3~~$2.26 billion, or ~~95.7%~~100% of total deposits at ~~September 30, 2017, while our out-of-market, or brokered, deposits represented $57.3 million, or 4.3% of our total deposits at September 30, 2017.~~March 31, 2021. At December 31, ~~2016,~~2020, retail deposits represented ~~$1.0~~$2.12 billion, or ~~94.6%~~99.0% of our total deposits, and brokered CDs were ~~$59.1~~$22.0 million, representing ~~5.4%~~1.0% of our total deposits. Our loan-to-deposit ratio was ~~99%~~97% at ~~September 30, 2017~~March 31, 2021 and ~~107%~~100% at December 31, ~~2016.~~2020.

The following is a detail of our deposit accounts:

September 30, December 31,
(dollars in thousands) 2017 2016
Non-interest bearing $ 272,758 235,538
Interest bearing:
NOW accounts 209,607 234,949
Money market accounts 533,575 345,117
Savings 15,659 14,942
Time, less than $100,000 54,133 48,638
Time and out-of-market deposits, $100,000 and over 256,845 211,967
Total deposits $ 1,342,577 1,091,151


	March 31,		December 31,
(dollars in thousands)	2021		2020
Non-interest bearing	$	677,282		576,610
Interest bearing:
NOW accounts		304,530		268,739
Money market accounts		1,064,659		1,042,745
Savings		31,588		27,254
Time, less than $100,000		31,856		36,454
Time and out-of-market deposits, $100,000 and over		148,836		190,956
Total deposits	$	2,258,751		2,142,758

During the past 12 months, we continued our focus on increasing core deposits, which exclude out-of-market deposits and time deposits of $250,000 or more, in order to provide a relatively stable funding source for our loan portfolio and other earning assets. Our core deposits were ~~$1.2~~$2.16 billion and ~~$937.5 million~~$2.01 billion at ~~September 30, 2017,~~March 31, 2021, and December 31, ~~2016,~~2020, respectively.

The following table shows the average balance amounts and the average rates paid on deposits.

Nine months ended
September 30,
2017 2016
(dollars in thousands) Amount Rate Amount Rate
Noninterest bearing demand deposits $ 256,731 -% 198,166 -%
Interest bearing demand deposits 220,066 0.18% 201,257 0.16%
Money market accounts 435,939 0.76% 312,833 0.42%
Savings accounts 15,551 0.05% 12,438 0.05%
Time deposits less than $100,000 50,345 0.81% 56,034 0.73%
Time deposits greater than $100,000 259,258 1.03% 213,746 0.84%
Total deposits $ 1,237,890 0.55% 994,474 0.39%


	Three months ended
	March 31,
	2021				2020
(dollars in thousands)	Amount		Rate		Amount		Rate
Noninterest-bearing demand deposits	$	603,292	-	%	$	391,761	-	%
Interest-bearing demand deposits		280,737	0.07	%		227,688	0.30	%
Money market accounts		1,055,678	0.22	%		938,808	1.44	%
Savings accounts		28,789	0.05	%		17,780	0.05	%
Time deposits less than $100,000		34,416	0.80	%		48,775	1.61	%
Time deposits greater than $100,000		178,962	1.03	%		280,889	2.06	%
Total deposits	$	2,181,874	0.21	%	$	1,905,701	1.09	%

During the ~~nine~~first three months ~~ended September 30, 2017,~~of 2021, our average transaction account balances increased by ~~$203.6~~$392.5 million, or ~~28.1%~~24.9%, from the ~~nine months ended September 30, 2016,~~prior year, while our average time deposit balances ~~increased~~decreased by ~~$39.8~~$116.3 million, ~~during the same nine month period.~~or 35.3%.

All of our time deposits are certificates of deposits. The maturity distribution of our time deposits of $100,000 or more at ~~September 30, 2017~~March 31, 2021 was as follows:

(dollars in thousands) September 30, 2017
Three months or less $ 54,404
Over three through six months 69,842
Over six through twelve months 72,512
Over twelve months 60,087
Total $ 256,845

~~Included in time deposits of $100,000 or more at September 30, 2017 is $57.3 million of wholesale CDs scheduled to mature within the next 12 months at a weighted average rate of 1.08%.~~


(dollars in thousands)	March 31, 2021
Three months or less	$	37,817
Over three through six months		32,177
Over six through twelve months		51,691
Over twelve months		27,151
Total	$	148,836

Time deposits that meet or exceed the FDIC insurance limit of $250,000 at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 were ~~$181.7~~$97.0 million and ~~$153.7~~$130.9 million, respectively.

Liquidity and Capital Resources

Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control. We have not experienced any unusual pressure on our deposit balances or our liquidity position as a result of the COVID-19 pandemic.

At ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016, our liquid assets, consisting of~~2020 cash and ~~due from banks and federal funds sold, amounted to $74.6~~cash equivalents totaled $155.3 million and ~~$46.6~~$100.7 million, respectively, or ~~4.8%~~6.0% and ~~3.5%~~4.1% of total assets, respectively. Our investment securities at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 amounted to ~~$81.5~~$94.8 million and ~~$70.2~~$98.4 million, respectively, or ~~5.2%~~3.7% and 4.0% of total assets, ~~for both periods. The increase in cash and cash equivalents is primarily attributable to our effort to increase the amount of on balance sheet liquidity. In addition, investment~~respectively. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner; however, approximately 12.5% of these securities are pledged against outstanding debt. Therefore, the related debt would need to be repaid prior to the securities being sold in order for these securities to be converted to cash.manner.

Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, loan payoffs, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. We maintain ~~four~~five federal funds purchased lines of credit with correspondent banks totaling ~~$72.0~~$118.5 million for which there were no borrowings against the lines of credit at ~~September 30, 2017.~~March 31, 2021.

We are also a member of the FHLB, from which applications for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at ~~September 30, 2017~~March 31, 2021 was ~~$243.0~~$511.9 million, based on the Bank’s ~~$2.5~~$1.2 million investment in FHLB stock, as well as qualifying mortgages available to secure any future borrowings. However, we are able to pledge additional securities to the FHLB in order to increase our available borrowing capacity. In addition, at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 we had ~~$188.8~~$232.8 million and ~~$130.1~~$206.2 million, respectively, of letters of credit outstanding with the FHLB to secure client deposits.

We ~~entered into~~also have a ~~new, unsecured interest only~~ line of credit ~~for $15.0 million~~ with another financial institution ~~effective June 30, 2017.~~for $15.0 million, which was unused at March 31, 2021. The line of credit ~~bears~~has an interest atrate of LIBOR plus ~~2.50%~~3.50% and ~~matures on June 30, 2020. As~~a maturity date of ~~September 30, 2017, the line of credit was unused. The loan agreement contains various financial covenants related to capital, earnings and asset quality.~~December 31, 2021.

We believe that our existing stable base of core deposits, federal funds purchased lines of credit with correspondent banks, and borrowings from the FHLB ~~and short-term repurchase agreements~~ will enable us to successfully meet our long-term liquidity needs. However, as short-term liquidity needs arise, we have the ability to sell a portion of our investment securities portfolio to meet those needs.

Total shareholders’ equity was ~~$147.4~~$239.5 million at ~~September 30, 2017~~March 31, 2021 and ~~$109.9~~$228.3 million at December 31, ~~2016.~~2020. The ~~$37.6~~$11.2 million increase from December 31, ~~2016~~2020 is primarily related to ~~the issuance of 805,000 shares of common stock on May 2, 2017 in a public offering. The common stock was issued at $32.75 per share for~~ net proceeds of $24.8 million. Proceeds from the offering were used to improve our capital structure, including to repay our former $10 million line of credit with another financial institution, to fund future organic growth, and for working capital and other general corporate purposes. Net income of ~~$11.0~~$10.4 million ~~for~~during the first ~~nine~~three months of ~~2017 also contributed to the increase in shareholders’ equity.~~2021, stock option exercises and expenses of $2.0 million, partially offset by a $1.1 million other comprehensive loss.

The following table shows the return on average assets (net income divided by average total assets), return on average equity (net income divided by average equity), equity to assets ratio (average equity divided by average assets), and tangible common equity ratio (total equity less preferred stock divided by total assets) annualized for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and the year ended December 31, ~~2016.~~2020. Since our inception, we have not paid cash dividends.

September 30, 2017 December 31, 2016
Return on average assets 0.99% 1.04%
Return on average equity 11.28% 12.73%
Return on average common equity 11.28% 12.73%
Average equity to average assets ratio 8.81% 8.16%
Tangible common equity to assets ratio 9.47% 8.19%

~~At both the holding company and Bank level, we are subject to various regulatory capital requirements administered by the federal banking agencies.~~


	March 31, 2021		December 31, 2020
Return on average assets	1.68	%	0.76	%
Return on average equity	18.22	%	8.49	%
Return on average common equity	18.22	%	8.49	%
Average equity to average assets ratio	9.24	%	9.01	%
Tangible common equity to assets ratio	9.28	%	9.20	%

Under the capital adequacy guidelines, regulatory capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common shareholders’ equity, excluding the ~~regulatory framework~~unrealized gain or loss on securities available for ~~prompt corrective action, we must meet specific capital guidelines that involve quantitative measures~~sale, minus certain intangible assets. In determining the amount of risk-weighted assets, ~~liabilities, and~~all assets, including certain off-balance sheet ~~items as calculated under regulatory accounting practices. Our~~assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type of asset. Tier 2 capital ~~amounts and classifications~~consists of Tier 1 capital plus the general reserve for loan losses, subject to certain limitations. We are also ~~subject~~required to ~~qualitative judgments by~~maintain capital at a minimum level based on total average assets, which is known as the regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.Tier 1 leverage ratio.

Regulatory capital rules ~~released~~adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to ~~implement capital standards referred to as~~ Basel III, ~~and developed by an international body known as the Basel Committee on Banking Supervision,~~ impose ~~higher~~ minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies other than “small bank holding companies,” generally holding companies with ~~more~~consolidated assets of less than $1$3 billion ~~in total consolidated assets. The requirements in~~(such as the ~~rule began to phase in for us on January 1, 2015 and will be fully phased in by January 1, 2019.~~

~~The rule includes certain new and higher risk-based capital and leverage requirements than those currently in place. Specifically, the following minimum capital requirements apply to us:~~

●	~~a new common equity Tier 1 risk-based capital ratio of 4.5%;~~
●	~~a Tier 1 risk-based capital ratio of 6% (increased from the former 4% requirement);~~
●	~~a total risk-based capital ratio of 8% (unchanged from the former requirement); and~~
●	~~a leverage ratio of 4% (also unchanged from the former requirement).~~

Under the rule, Tier 1 capital is redefined to include two components: Common Equity Tier 1 capital and additional Tier 1 capital. The new and highest form of capital, Common Equity Tier 1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital includes other perpetual instruments historically included in Tier 1 capital, such as noncumulative perpetual preferred stock. Tier 2 capital consists of instruments that currently qualify in Tier 2 capital plus instruments that the rule has disqualified from Tier 1 capital treatment. Cumulative perpetual preferred stock, formerly includable in Tier 1 capital, is now included only in Tier 2 capital. Accumulated other comprehensive income (AOCI) is presumptively included in Common Equity Tier 1 capital and often would operate to reduce this category of capital. The rule provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI. We made this opt-out election and, as a result, will retain the pre-existing treatment for AOCI.

Company). In ~~addition, in~~ order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of ~~its~~our minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1, ~~Common Equity,~~ but the buffer applies to all three measurements ~~(Common Equity~~(common equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer ~~will be phased in incrementally over time, becoming fully effective on January 1, 2019, and will consist~~consists of an additional amount of ~~common equity~~CET1 equal to 2.5% of risk-weighted assets. As

To be considered “well-capitalized” for purposes of ~~January 1, 2016, we are required to hold~~certain rules and prompt corrective action requirements, the Bank must maintain a minimum total risked-based capital ~~conservation buffer~~ratio of ~~0.625%~~at least 10%, ~~increasing by that amount each successive year until 2019.~~

In general, the rules have had the effect of increasing capital requirements by increasing the risk weights on certain assets, including high volatility commercial real estate, certain loans past due 90 days or more or in nonaccrual status, mortgage servicing rights not includable in Common Equitya total Tier 1 capital ratio of at least 8%, a common equity ~~exposures,~~Tier 1 capital ratio of at least 6.5%, and ~~claims on securities firms, that are used in the denominator~~a leverage ratio of ~~the three risk-based~~at least 5%. As of March 31, 2021, our capital ~~ratios.~~

~~It is management’s belief that, as of September 30, 2017, the Company~~ratios exceed these ratios and ~~the Bank would have met all capital adequacy requirements under Basel III on a fully phased-in basis if such requirements were currently effective.~~we remain “well capitalized.”

The following table summarizes the capital amounts and ratios of the Bank and the regulatory minimum requirements.

September 30, 2017
To be well capitalized
under prompt
For capital corrective
adequacy purposes action provisions
Actual minimum minimum
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
Total Capital (to risk weighted assets) $ 172,876 13.33% 103,772 8.00% 129,715 10.00%
Tier 1 Capital (to risk weighted assets) 157,297 12.13% 77,829 6.00% 103,772 8.00%
Common Equity Tier 1 Capital (to risk weighted assets) 157,297 12.13% 58,372 4.50% 84,314 6.50%
Tier 1 Capital (to average assets) 157,297 10.15% 61,992 4.00% 77,490 5.00%


	March 31, 2021
				For capital			To be well capitalized
				adequacy purposes			under prompt
				minimum plus the			corrective
				capital conservation			action provisions
			Actual	buffer			minimum
(dollars in thousands)	Amount		Ratio	Amount		Ratio	Amount		Ratio
Total Capital (to risk weighted assets)	$	290,432	14.29%		213,370	10.50%		203,209	10.00%
Tier 1 Capital (to risk weighted assets)		264,807	13.03%		172,728	8.50%		162,568	8.00%
Common Equity Tier 1 Capital (to risk weighted assets)		264,807	13.03%		142,247	7.00%		132,086	6.50%
Tier 1 Capital (to average assets)		264,807	10.61%		99,853	4.00%		124,816	5.00%


	December 31, 2020
				For capital			To be well capitalized
				adequacy purposes			under prompt
				minimum plus the			corrective
				capital conservation			action provisions
			Actual	buffer			minimum
(dollars in thousands)	Amount		Ratio	Amount		Ratio	Amount		Ratio
Total Capital (to risk weighted assets)	$	279,414	13.92%	$	160,554	8.00%	$	200,693	10.00%
Tier 1 Capital (to risk weighted assets)		254,092	12.66%		120,416	6.00%		160,554	8.00%
Common Equity Tier 1 Capital (to risk weighted assets)		254,092	12.66%		90,312	4.50%		130,451	6.50%
Tier 1 Capital (to average assets)		254,092	10.26%		99,094	4.00%		123,867	5.00%

The following table summarizes the capital amounts and ratios of the Company and the minimum regulatory requirements.

September 30, 2017
To be well capitalized
under prompt
For capital corrective
adequacy purposes action provisions
Actual minimum minimum
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
Total Capital (to risk weighted assets) $ 176,121 13.58% 103,772 8.00% N/A N/A
Tier 1 Capital (to risk weighted assets) 160,542 12.38% 77,829 6.00% N/A N/A
Common Equity Tier 1 Capital (to risk weighted assets) 147,542 11.37% 58,372 4.50% N/A N/A
Tier 1 Capital (to average assets) 160,542 10.36% 62,010 4.00% N/A N/A


	March 31, 2021
						To be well capitalized
						under prompt
				For capital		corrective
				adequacy purposes		action provisions
			Actual	minimum		minimum
(dollars in thousands)	Amount		Ratio	Amount	Ratio	Amount	Ratio
Total Capital (to risk weighted assets)	$	301.236	14.82%	213,370	10.50%	N/A	N/A
Tier 1 Capital (to risk weighted assets)		252,611	12.43%	172,728	8.50%	N/A	N/A
Common Equity Tier 1 Capital (to risk weighted assets)		239,611	11.79%	142,247	7.00%	N/A	N/A
Tier 1 Capital (to average assets)		252,611	10.12%	99,853	4.00%	N/A	N/A


	December 31, 2020
							To be well capitalized
							under prompt
					For capital		corrective
					adequacy purposes		action provisions
			Actual		minimum		minimum
(dollars in thousands)	Amount		Ratio	Amount		Ratio	Amount	Ratio
Total Capital (to risk weighted assets)	$	288,593	14.38%	$	160,554	8.00%	N/A	N/A
Tier 1 Capital (to risk weighted assets)		240,271	11.97%		120,416	6.00%	N/A	N/A
Common Equity Tier 1 Capital (to risk weighted assets)		227,271	11.32%		90,312	4.50%	N/A	N/A
Tier 1 Capital (to average assets)		240,271	9.70%		99,094	4.00%	N/A	N/A

⁽¹⁾

Under the Federal Reserve’s Small Bank Holding Company Policy Statement, the Company is not subject to the minimum capital adequacy and capital conservation buffer capital requirements at the holding company level, unless otherwise advised by the Federal Reserve (such capital requirements are applicable only at the Bank level).Although the minimum regulatory capital requirements are not applicable to the Company, we calculate these ratios for our own planning and monitoring purposes.

The ability of the Company to pay cash dividends is dependent upon receiving cash in the form of dividends from the Bank. The dividends that may be paid by the Bank to the Company are subject to legal limitations and regulatory capital requirements. Since our inception, we have not paid cash dividends.

Effect of Inflation and Changing Prices

The effect of relative purchasing power over time due to inflation has not been taken into account in our consolidated financial statements. Rather, our financial statements have been prepared on an historical cost basis in accordance with generally accepted accounting principles.

Unlike most industrial companies, our assets and liabilities are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on our performance than will the effect of changing prices and inflation in general. In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude. As discussed previously, we seek to manage the relationships between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation.

Off-Balance Sheet Risk

Commitments to extend credit are agreements to lend money to a client as long as the client has not violated any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At ~~September 30, 2017,~~March 31, 2021, unfunded commitments to extend credit were ~~$265.2~~$490.1 million, of which ~~$68.2~~$116.5 million ~~was~~were at fixed rates and ~~$197.0~~$373.6 million ~~was~~were at variable rates. At December 31, ~~2016,~~2020, unfunded commitments to extend credit were ~~$226.6~~$480.1 million, of which approximately ~~$57.8~~$114.6 million ~~was~~were at fixed rates and ~~$168.8~~$365.5 million ~~was~~were at variable rates. A significant portion of the unfunded commitments related to consumer home equity lines of credit. ~~Based on historical experience, we anticipate that a significant portion of these lines of credit will not be funded.~~ We evaluate each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. The type of collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate. ~~As disclosed in Note 6 – Derivative Financial Instruments, we had mortgage loan interest rate lock commitments of $29.3 million and $18.0 million as of September 30, 2017~~

At March 31, 2021 and December 31, ~~2016, respectively.~~

~~At September 30, 2017 and December 31, 2016,~~2020, there were commitments under letters of credit for ~~$6.0~~$9.0 million and ~~$4.4~~$8.7 million, respectively. The credit risk and collateral involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.

Except as disclosed in this report, we are not involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements or transactions that could result in liquidity needs or other commitments that significantly impact earnings.

Market Risk and Interest Rate Sensitivity

Market risk is the risk of loss from adverse changes in market prices and rates, which principally arises from interest rate risk inherent in our lending, investing, deposit gathering, and borrowing activities. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not generally arise in the normal course of our business.

We actively monitor and manage our interest rate risk exposure in order to control the mix and maturities of our assets and liabilities utilizing a process we call asset/liability management. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities in order to minimize potentially adverse impacts on earnings from changes in market interest rates. Our asset/liability management committee (“ALCO”) monitors and considers methods of managing exposure to interest rate risk. We have both an internal ALCO consisting of senior management that meets at various times during each month and a board ALCO that meets monthly. The ALCOs are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.

As of ~~September 30, 2017,~~March 31, 2021, the following table summarizes the forecasted impact on net interest income using a base case scenario given upward and downward movements in interest rates of 100, 200, and 300 basis points based on forecasted assumptions of prepayment speeds, nominal interest rates and loan and deposit repricing rates. Estimates are based on current economic conditions, historical interest rate cycles and other factors deemed to be relevant. However, underlying assumptions may be impacted in future periods which were not known to management at the time of the issuance of the Consolidated Financial Statements. Therefore, management’s assumptions may or may not prove valid. No assurance can be given that changing economic conditions and other relevant factors impacting our net interest income will not cause actual occurrences to differ from underlying assumptions. In addition, this analysis does not consider any strategic changes to our balance sheet which management may consider as a result of changes in market conditions.

	Change in net interest
Interest rate scenario	income from base
Up 300 basis points	~~7.01~~ 17.93	%
Up 200 basis points	~~5.35~~ 12.11	%
Up 100 basis points	~~3.12~~ 6.14	%
Base	-
Down 100 basis points	~~(4.39~~ (2.93)	) %
Down 200 basis points	~~(5.26~~ (4.88)	) %
Down 300 basis points	~~(7.22~~ (6.50)	) %

Critical Accounting Policies

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our audited consolidated financial statements as of December 31, ~~2016,~~2020, as filed in our Annual Report on Form 10-K.

Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Our Critical Accounting Policies are the allowance for loan losses, fair value of financial instruments ~~other-than-temporary impairment analysis, other real estate owned,~~ and income taxes. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations. A brief discussion of each of these areas appears in our 2020 Annual Report on Form 10-K. During the first three months of 2021, we did not significantly alter the manner in which we applied our Critical Accounting Policies or developed related assumptions and estimates.

Accounting, Reporting, and Regulatory Matters

~~Recently Issued Accounting Standards~~
~~The following is a summary~~See Note 1 – Nature of ~~recent authoritative pronouncements that could affect accounting, reporting,~~Business and ~~disclosure~~Basis of ~~financial information by us:~~

~~In May 2014,~~Presentation in the ~~FASB issued guidance~~accompanying condensed notes to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017.

The Company’s revenue is comprised of net interest income and noninterest income. The scope of the guidance explicitly excludes net interest income as well as many other revenues for financial assets and liabilities including loans, leases, securities, and derivatives. Accordingly, the majority of our revenues will not be affected. The Company is currently assessing our revenue contracts related to revenue streams that are within the scope of the standard. Our accounting policies will not change materially since the principles of revenue recognition from the ASU are largely consistent with existing guidance and current practices applied by our businesses. We have not identified material changes to the timing or amount of revenue recognition. Based on the updated guidance, we do anticipate changes in our disclosures associated with our revenues.

In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective forconsolidated financial statements included elsewhere in this report for details of recently issued ~~for annual periods beginning after December 15, 2016,~~accounting pronouncements and interim periods within those annual periods, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2016, the FASB amended the Financial Instruments topic of the ASC to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. The Company does not expect these amendments to have a material effect on its financial statements.

In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years

We expect to adopt the guidance using the modified retrospective method and practical expedients for transition. The practical expedients allow us to largely account for our existing leases consistent with current guidance except for the incremental balance sheet recognition for lessees. We have started an initial evaluation of our leasing contracts and activities. We have also started developing our methodology to estimate the right-of use assets and lease liabilities, which is based on the present value of lease payments (the December 31, 2016 future minimum lease payments were $10.2 million). We do not expect a material change to the timing of expense recognition, but we are early in the implementation process and will continue to evaluate the impact. We are evaluating our existing disclosures and may need to provide additional information as a result of adoption of the ASU.

In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them to apply a practical expedient to estimate thetheir expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments will be effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. These amendments did not have a material effect on the Company’s financial statements.

In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for all organizations for periods beginning after December 15, 2018.

The Company will apply the amendments to the ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. While early adoption is permitted beginning in first quarter 2019, we do not expect to elect that option. We are evaluating the impact ~~of the ASU~~ on our consolidated financial statements. In addition to our allowance for loan losses, we will also record an allowance for credit losses on debt securities instead of applying the impairment model currently utilized. The amount of the adjustments will be impacted by each portfolio’s composition and credit quality at the adoption date as well as economic conditions and forecasts at that time.

In August 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows, and in November 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify the presentation and classification how restricted cash is presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. The Company does not expect these amendments to have a material effect on its financial statements.

In November 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how restricted cash is presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2017, the FASB updated the Accounting Changes and Error Corrections and the Investments—Equity Method and Joint Ventures Topics of the Accounting Standards Codification. The ASU incorporates into the Accounting Standards Codification recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards. The ASU was effective upon issuance. The Company is currently evaluating the impact on additional disclosure requirements as each of the standards is adopted, however it does not expect these amendments to have a material effect on its financial position, results of operations or cash flows.

In May 2017, the FASB amended the requirements in the Compensation—Stock Compensation Topic of the Accounting Standards Codification related to changes to the terms or conditions of a share-based payment award. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments will be effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~See~~As a “smaller reporting company” as defined by Item ~~2. Management’s Discussion and Analysis~~10 of ~~Financial Condition and Results of Operations – Market Risk and Interest Rate Sensitivity and – Liquidity Risk.~~Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended ~~September 30, 2017,~~March 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

We are a party to claims and lawsuits arising in the course of normal business activities. Management is not aware of any material pending legal proceedings against the Company which, if determined adversely, would have a material adverse impact on the company’s financial position, results of operations or cash flows.

Item 1A1A. RISK FACTORS.

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2020, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Warning Regarding Forward-Looking Statements” set forth in Part 1,I, Item 2 of this Form 10-Q, risks and matters described elsewhere in this Form 10-Q, and in our other filings with the SEC.

There have been no material changes to the risk factors disclosed in Item 1A. of Part I in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
~~Not applicable~~

	(a)		Not applicable.
	(b)		Not applicable.
	(c)		Issuer Purchases of Registered Equity Securities

The following table reflects share repurchase activity during the first quarter of 2021:

					(d) Maximum
				(c) Total	Number (or
				Number of	Approximate
				Shares (or	Dollar Value) of
				Units)	Shares (or
	(a) Total			Purchased as	Units) that May
	Number of			Part of Publicly	Yet Be
	Shares (or	(b) Average		Announced	Purchased
	Units)	Price Paid per		Plans or	Under the Plans
Period	Purchased	Share (or Unit)		Programs	or Programs
January 1 – January 31	-	$	-	-	388,612
February 1 – February 28	-		-	-	388,612
March 1 – March 31	-		-	-	388,612
Total	-			-	388,612*

*On March 9, 2021, the Company announced a share repurchase plan allowing us to repurchase up to 388,612 shares of our common stock (the “Repurchase Plan”). As of March 31, 2021, we have not repurchased any of the shares authorized for repurchase under the Repurchase Plan. The Company is not obligated to purchase any such shares under the Repurchase Plan, and the Repurchase Plan may be discontinued, suspended or restarted at any time; however, repurchases under the Repurchase Plan after December 31, 2021 would require additional approval of our Board of Directors and the Federal Reserve.

Item 3. DEFAULTS UPON SENIOR SECURITIES.
~~Not applicable~~

None.

Item 4. MINE SAFETY DISCLOSURES.

Not ~~applicable~~applicable.

Item 5. OTHER INFORMATION.
~~Not applicable~~

None.

Item 6. EXHIBITS.

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Index to Exhibits attached hereto and are incorporated herein by reference.

~~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.~~

	~~SOUTHERN FIRST BANCSHARES, INC.~~
	~~Registrant~~

~~Date: October 30, 2017~~	~~/s/R. Arthur Seaver, Jr.~~
	~~R. Arthur Seaver, Jr.~~
	~~Chief Executive Officer (Principal Executive Officer)~~

~~Date: October 30, 2017~~	~~/s/Michael D. Dowling~~
	~~Michael D. Dowling~~
	~~Chief Financial Officer (Principal Financial and Accounting Officer)~~

INDEX TO EXHIBITS

Exhibit
~~Number~~	~~Description~~
~~1.1~~ Number	Loan and Security Agreement, dated as of June 30, 2017, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed July 3, 2017). Description

~~1.2~~	Promissory Note, dated as of June 30, 2017, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed July 3, 2017).

~~1.3~~	Pledge Agreement, dated as of June 30, 2017, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed July 3, 2017).

31.1		Rule 13a-14(a) Certification of the Principal Executive Officer.

31.2		Rule 13a-14(a) Certification of the Principal Financial Officer.

32		Section 1350 Certifications.

101	The following materials from the Quarterly Report on Form 10-Q of Southern First Bancshares, Inc. for the quarter ended ~~September 30, 2017,~~March 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting ~~Language (XBRL)~~Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		SOUTHERN FIRST BANCSHARES, INC.
		Registrant

Date: April 29, 2021		/s/R. Arthur Seaver, Jr.
		R. Arthur Seaver, Jr.
		Chief Executive Officer (Principal Executive Officer)

Date: April 29, 2021		/s/Michael D. Dowling
		Michael D. Dowling
		Chief Financial Officer (Principal Financial and Accounting Officer)


	September 30,			December 31,
(dollars in thousands, except share data)	2017			2016
		(Unaudited)		(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	18,942		11,574
Federal funds sold		34,016		24,039
Interest-bearing deposits with banks		21,654		10,939
Total cash and cash equivalents		74,612		46,552
Investment securities:
Investment securities available for sale		78,440		64,480
Other investments		3,064		5,742
Total investment securities		81,504		70,222
Mortgage loans held for sale		9,124		7,801
Loans		1,327,739		1,163,644
Less allowance for loan losses		(15,579	)	(14,855	)
Loans, net		1,312,160		1,148,789
Bank owned life insurance		32,911		25,471
Property and equipment, net		31,549		28,362
Deferred income taxes		9,085		6,825
Other assets		6,739		6,886
Total assets	$	1,557,684		1,340,908
LIABILITIES
Deposits	$	1,342,577		1,091,151
Federal Home Loan Bank advances and other borrowings		39,200		115,200
Junior subordinated debentures		13,403		13,403
Other liabilities		15,055		11,282
Total liabilities		1,410,235		1,231,036
SHAREHOLDERS’ EQUITY
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares issued and outstanding		-		-
Common stock, par value $.01 per share, 10,000,000 shares authorized, 7,319,098 and 6,463,789 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		73		65
Nonvested restricted stock		(500	)	(600	)
Additional paid-in capital		99,464		73,371
Accumulated other comprehensive income (loss)		(93	)	(504	)
Retained earnings		48,505		37,540
Total shareholders’ equity		147,449		109,872
Total liabilities and shareholders’ equity	$	1,557,684		1,340,908


		For the three months		For the nine months
		ended September 30,		ended September 30,
(dollars in thousands, except share data)	2017		2016	2017		2016
Interest income
Loans	$	15,282	12,486	43,089		36,280
Investment securities		443	395	1,208		1,342
Federal funds sold		230	31	548		122
Total interest income		15,955	12,912	44,845		37,744
Interest expense
Deposits		2,084	957	5,073		2,891
Borrowings		562	1,075	2,504		3,153
Total interest expense		2,646	2,032	7,577		6,044
Net interest income		13,309	10,880	37,268		31,700
Provision for loan losses		500	825	1,500		2,025
Net interest income after provision for loan losses		12,809	10,055	35,768		29,675
Noninterest income
Mortgage banking income		1,403	2,003	4,063		5,685
Service fees on deposit accounts		324	269	886		732
Income from bank owned life insurance		224	187	590		553
Gain on sale of investment securities		-	106	2		431
Loss on disposal of fixed assets		-	-	(50	)	-
Other income		591	452	1,665		1,320
Total noninterest income		2,542	3,017	7,156		8,721
Noninterest expenses
Compensation and benefits		5,698	4,948	16,496		14,353
Occupancy		1,043	908	3,042		2,670
Real estate owned expenses		28	81	38		725
Outside service and data processing costs		794	690	2,362		1,916
Insurance		258	227	845		678
Professional fees		334	326	1,029		864
Marketing		199	195	605		625
Other		452	425	1,512		1,339
Total noninterest expenses		8,806	7,800	25,929		23,170
Income before income tax expense		6,545	5,272	16,995		15,226
Income tax expense		2,295	1,839	6,030		5,481
Net income available to common shareholders	$	4,250	3,433	10,965		9,745
Earnings per common share
Basic	$	0.58	0.54	1.59		1.55
Diluted	$	0.55	0.51	1.50		1.45
Weighted average common shares outstanding
Basic		7,281,594	6,322,073	6,905,017		6,299,009
Diluted		7,668,476	6,740,751	7,291,164		6,702,475


												Accumulated
							Nonvested			Additional		other
(dollars in thousands, except share data)	Common stock			Preferred stock			restricted			paid-in		comprehensive			Retained
(dollars in thousands, except share data)	Shares	Amount		Shares	Amount		stock			capital		income (loss)			earnings		Total
December 31, 2015	6,289,038	$	63	-		-	$	(360	)	$	70,037	$	(4	)	$	24,504	$	94,240
Net income	-		-	-		-		-			-		-			9,745		9,745
Proceeds from exercise of stock options	71,628		1	-		-		-			533		-			-		534
Issuance of restricted stock	22,000		-	-		-		(526	)		526		-			-		-
Amortization of deferred compensation on restricted stock	-		-	-		-		211			-		-			-		211
Compensation expense related to stock options, net of tax	-		-	-		-		-			553		-			-		553
Other comprehensive income	-		-	-		-		-			-		740			-		740
September 30, 2016	6,382,666	$	64	-	$	-	$	(675	)	$	71,649	$	736		$	34,249	$	106,023
December 31, 2016	6,463,789		65	-		-		(600	)		73,371		(504	)		37,540		109,872
Net income	-		-	-		-		-			-		-			10,965		10,965
Net issuance of common stock	805,000		8	-		-		-			24,750		-			-		24,758
Proceeds from exercise of stock options	47,184		-	-		-		-			454		-			-		454
Issuance of restricted stock	3,125		-	-		-		(146	)		146		-			-		-
Amortization of deferred compensation on restricted stock	-		-	-		-		246			-		-			-		246
Compensation expense related to stock options, net of tax	-		-	-		-		-			743		-			-		743
Other comprehensive income	-		-	-		-		-			-		411			-		411
September 30, 2017	7,319,098	$	73	-	$	-	$	(500	)	$	99,464	$	(93	)	$	48,505	$	147,449


	For the three months ended
	March 31,
(dollars in thousands)	2021			2020
Operating activities
Net income	$	10,366			2,832
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Provision for loan losses		(300	)		6,000
Depreciation and other amortization		551			549
Accretion and amortization of securities discounts and premium, net		232			116
Loss on sale of real estate owned		380			0-
Gain on sale of fixed assets		(10	)		0-
Net change in operating leases		121			55
Compensation expense related to stock options and restricted stock grants		396			334
Gain on sale of loans held for sale		(4,813	)		(2,778	)
Loans originated and held for sale		(173,380	)		(95,423	)
Proceeds from sale of loans held for sale		181,377			90,299
Increase in cash surrender value of bank owned life insurance		(267	)		(270	)
Decrease in deferred tax asset		1			0-
Decrease (increase) in other assets		376			(1,490	)
Decrease in other liabilities		(4,461	)		(3,782	)
Net cash provided by (used for) operating activities		10,569			(3,558	)
Investing activities
Increase (decrease) in cash realized from:
Increase in loans, net		(41,165	)		(86,916	)
Purchase of property and equipment		(2,609	)		(1,119	)
Purchase of investment securities:
Available for sale		(5,366	)		(6,302	)
Payments and maturities, calls and repayments of investment securities:
Available for sale		5,458			4,269
Other investments		1,862			1,607
Purchase of bank owned life insurance		(7,500	)		0-
Proceeds from sale of fixed assets		50			0-
Proceeds from sale of other real estate owned		788			0-
Net cash used for investing activities		(48,482	)		(88,461	)
Financing activities
Increase (decrease) in cash realized from:
Increase in deposits, net		115,993			149,574
Decrease in Federal Home Loan Bank advances and other borrowings, net		(25,000	)		(45,000	)
Proceeds from the exercise of stock options		1,578			741
Net cash provided by financing activities		92,571			105,315
Net increase in cash and cash equivalents		54,658			13,296
Cash and cash equivalents at beginning of the period		100,687			127,816
Cash and cash equivalents at end of the period	$	155,345			141,112
Supplemental information
Cash paid for
Interest	$	2,767			7,103
Income taxes		0-			0-
Schedule of non-cash transactions
Unrealized gain (loss) on securities, net of income taxes		(1,113	)		708


				September 30, 2017
	Amortized		Gross Unrealized		Fair
(dollars in thousands)	Cost		Gains	Losses	Value
Available for sale
US government agencies	$	8,754	14	58	8,710
SBA securities		4,357	-	18	4,339
State and political subdivisions		20,088	329	60	20,357
Mortgage-backed securities		45,381	15	362	45,034
Total investment securities available for sale	$	78,580	358	498	78,440

				December 31, 2016
	Amortized		Gross Unrealized		Fair
	Cost		Gains	Losses	Value
Available for sale
US government agencies	$	6,271	1	113	6,159
SBA securities		1,453	-	16	1,437
State and political subdivisions		20,625	141	292	20,474
Mortgage-backed securities		36,895	21	506	36,410
Total investment securities available for sale	$	65,244	163	927	64,480


	September 30, 2017
	Less than one year				One to five years			Five to ten years			Over ten years			Total
(dollars in thousands)	Amount		Yield		Amount	Yield		Amount	Yield		Amount	Yield		Amount	Yield
Available for sale
US government agencies	$	997	1.15	%	1,517	2.04	%	6,196	2.39	%	-	-		8,710	2.19	%
SBA securities		-	-		-	-		-	-		4,339	2.48	%	4,339	2.48	%
State and political subdivisions		-	-		3,668	1.64	%	11,730	2.44	%	4,959	2.88	%	20,357	2.40	%
Mortgage-backed securities		790	1.30	%	-	-		12,005	1.80	%	32,239	2.04	%	45,034	1.97	%
Total	$	1,787	1.21	%	5,185	1.59	%	29,931	2.18	%	41,537	2.23	%	78,440	2.13	%

	December 31, 2016
	Less than one year				One to five years			Five to ten years			Over ten years			Total
	Amount		Yield		Amount	Yield		Amount	Yield		Amount	Yield		Amount	Yield
Available for sale
US government agencies	$	-	-		997	1.15	%	5,162	2.23	%	-	-		6,159	2.06	%
SBA securities		-	-		-	-		-	-		1,437	1.32	%	1,437	1.32	%
State and political subdivisions		-	-		2,271	1.73	%	12,287	2.35	%	5,916	2.77	%	20,474	2.40	%
Mortgage-backed securities		-	-		-	-		8,527	1.64	%	27,883	1.68	%	36,410	1.67	%
Total	$	-	-		3,268	1.55	%	25,976	2.10	%	35,236	1.85	%	64,480	1.93	%


	September 30, 2017
	Less than 12 months					12 months or longer					Total
		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(dollars in thousands)	#	value		losses		#	value		losses		#	value		losses
Available for sale
US government agencies	6	$	5,250	$	40	1	$	740	$	18	7	$	5,990	$	58
SBA securities	1		2,937		12	1		1,402		6	2		4,339		18
State and political subdivisions	8		3,652		12	6		2,910		48	14		6,562		60
Mortgage-backed securities	25		29,392		230	8		9,839		132	33		39,231		362
Total	40	$	41,231	$	294	16	$	14,891	$	204	56	$	56,122	$	498

	December 31, 2016
	Less than 12 months					12 months or longer					Total
		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	#	value		losses		#	value		losses		#	value		losses
Available for sale
US government agencies	5	$	5,144	$	113	-	$	-	$	-	5	$	5,144	$	113
SBA securities	1		1,437		16	-		-		-	1		1,437		16
State and political subdivisions	32		13,936		292	-		-		-	32		13,936		292
Mortgage-backed securities	25		27,292		476	2		3,991		30	27		31,283		506
Total	63	$	47,809	$	897	2	$	3,991	$	30	65	$	51,800	$	927


				September 30, 2017
			After one
	One year		but within	After five
(dollars in thousands)	or less		five years	years	Total
Commercial
Owner occupied RE	$	24,771	165,019	127,472		317,262
Non-owner occupied RE		47,778	155,987	97,595		301,360
Construction		6,908	6,492	18,932		32,332
Business		63,391	109,003	42,504		214,898
Total commercial loans		142,848	436,501	286,503		865,852
Consumer
Real estate		23,864	62,991	163,628		250,483
Home equity		10,441	25,930	114,000		150,371
Construction		19,312	635	18,819		38,766
Other		5,875	12,082	4,310		22,267
Total consumer loans		59,492	101,638	300,757		461,887
Total gross loans, net of deferred fees	$	202,340	538,139	587,260		1,327,739
Loans maturing after one year with:
Fixed interest rates					$	851,998
Floating interest rates						273,401

				December 31, 2016
			After one
	One year		but within	After five
	or less		five years	years	Total
Commercial
Owner occupied RE	$	26,062	145,419	114,457		285,938
Non-owner occupied RE		34,685	142,261	62,628		239,574
Construction		5,881	9,558	17,954		33,393
Business		66,361	99,255	36,936		202,552
Total commercial loans		132,989	396,493	231,975		761,457
Consumer
Real estate		26,342	49,832	139,414		215,588
Home equity		7,142	29,041	100,922		137,105
Construction		14,103	627	17,192		31,922
Other		5,049	9,305	3,218		17,572
Total consumer		52,636	88,805	260,746		402,187
Total gross loan, net of deferred fees	$	185,625	485,298	492,721		1,163,644
Loans maturing after one year with:
Fixed interest rates					$	733,892
Floating interest rates						244,127


	March 31, 2021
			After one
	One year		but within		After five
(dollars in thousands)	or less		five years		years		Total
Commercial
Owner occupied RE	$	24,523		134,934		289,048		448,505
Non-owner occupied RE		46,417		328,193		209,577		584,187
Construction		20,043		10,372		21,581		51,996
Business		77,057		136,088		90,750		303,895
Total commercial loans		168,040		609,587		610,956		1,388,583
Consumer
Real estate		13,740		51,884		508,917		574,541
Home equity		3,637		22,883		127,637		154,157
Construction		802		1,361		42,007		44,170
Other		8,205		10,528		3,498		22,231
Total consumer loans		26,384		86,656		682,059		795,099
Total gross loans, net of deferred fees	$	194,424		696,243		1,293,015		2,183,682
Loans maturing after one year with:
Fixed interest rates							$	1,636,382
Floating interest rates								352,876


					September 30, 2017
	Owner		Non-owner
(dollars in thousands)	occupied RE		occupied RE	Construction	Business	Total
Pass	$	312,878	294,934	32,332	204,694	844,838
Special mention		2,020	2,039	-	4,587	8,646
Substandard		2,364	4,387	-	5,617	12,368
Doubtful		-	-	-	-	-
	$	317,262	301,360	32,332	214,898	865,852


					September 30, 2017
(dollars in thousands)	Real estate		Home equity	Construction	Other	Total
Pass	$	246,962	147,570	38,766	22,172	455,470
Special mention		719	126	-	7	852
Substandard		2,802	2,675	-	88	5,565
Doubtful		-	-	-	-	-
Loss		-	-	-	-	-
	$	250,483	150,371	38,766	22,267	461,887


				September 30, 2017
			Recorded investment
				Impaired loans
	Unpaid			with related	Related
	Principal		Impaired	allowance for	allowance for
(dollars in thousands)	Balance		loans	loan losses	loan losses
Commercial
Owner occupied RE	$	2,232	2,177	830	192
Non-owner occupied RE		7,854	4,299	3,704	948
Construction		-	-	-	-
Business		4,488	3,355	2,090	1,140
Total commercial		14,574	9,831	6,624	2,280
Consumer
Real estate		2,382	2,357	2,357	1,304
Home equity		203	195	195	133
Construction		-	-	-	-
Other		175	174	174	25
Total consumer		2,760	2,726	2,726	1,462
Total	$	17,334	12,557	9,350	3,742


	Three months ended			Three months ended
	September 30, 2017			September 30, 2016
	Average		Recognized	Average	Recognized
	recorded		interest	recorded	interest
(dollars in thousands)	investment		income	investment	income
Commercial
Owner occupied RE	$	2,182	25	2,000	30
Non-owner occupied RE		4,322	57	5,515	39
Construction		-	-	-	-
Business		3,498	58	5,072	71
Total commercial		10,002	140	12,587	140
Consumer
Real estate		2,361	40	1,573	16
Home equity		196	2	207	-
Construction		-	-	-	-
Other		176	1	257	2
Total consumer		2,733	43	2,037	18
Total	$	12,735	183	14,624	158


	Nine months ended			Nine months ended			Year ended
	September 30, 2017			September 30, 2016		December 31, 2016
	Average		Recognized	Average	Recognized	Average	Recognized
	recorded		interest	recorded	interest	recorded	interest
(dollars in thousands)	investment		income	investment	income	investment	income
Commercial
Owner occupied RE	$	2,198	78	2,009	72	2,263	112
Non-owner occupied RE		4,503	154	5,594	124	4,106	200
Construction		-	-	-	-	-	-
Business		3,585	165	5,134	199	2,873	135
Total commercial		10,286	397	12,737	395	9,242	447
Consumer
Real estate		2,370	73	1,578	49	1,854	81
Home equity		196	4	257	1	257	2
Construction		-	-	-	-	-	-
Other		178	4	208	5	203	6
Total consumer		2,744	81	2,043	55	2,314	89
Total	$	13,030	478	14,780	450	11,556	536


						September 30, 2017
	Allowance for loan losses				Recorded investment in loans
(dollars in thousands)	Commercial		Consumer	Total	Commercial	Consumer	Total
Individually evaluated	$	2,280	1,462	3,742	9,831	2,726	12,557
Collectively evaluated		8,100	3,737	11,837	856,021	459,161	1,315,182
Total	$	10,380	5,199	15,579	865,852	461,887	1,327,739

						December 31, 2016
	Allowance for loan losses				Recorded investment in loans
	Commercial		Consumer	Total	Commercial	Consumer	Total
Individually evaluated	$	1,874	770	2,644	8,867	2,290	11,157
Collectively evaluated		8,165	4,046	12,211	752,590	399,897	1,152,487
Total	$	10,039	4,816	14,855	761,457	402,187	1,163,644


				For the nine months ended September 30, 2017
						Pre-		Post-
						modification		modification
	Renewals	Reduced	Converted	Maturity	Total	outstanding		outstanding
	deemed a	or deferred	to interest	date	Number	recorded		recorded
(dollars in thousands)	concession	payments	only	extensions	of loans	investment		investment
Commercial
Non-owner occupied RE	1	-	-	-	1	$	976	$	976
Business	1	1	-	-	2		378		387
Total loans	2	1	-	-	3	$	1,354	$	1,363

				For thenine months ended September 30, 2016
							Pre-		Post-
						modification		modification
	Renewals	Reduced	Converted	Maturity	Total	outstanding		outstanding
	deemed a	or deferred	to interest	date	Number	recorded		recorded
(dollars in thousands)	concession	payments	only	extensions	of loans	investment		investment
Commercial
Owner occupied	1	-	-	-	1	$	18	$	22
Business	1	-	-	-	1		2,381		2,381
Consumer
Real estate	1	-	-	-	1		188		188
Other	1	-	-	-	1		26		30
Total loans	4	-	-	-	4	$	2,613	$	2,621


				September 30, 2017
				Fair Value
(dollars in thousands)	Notional		Balance Sheet Location	Asset/(Liability)
Mortgage loan interest rate lock commitments	$	29,258	Other assets	$	343
MBS forward sales commitments		18,000	Other assets		46
Total derivative financial instruments	$	47,258		$	389

				December 31, 2016
				Fair Value
(dollars in thousands)	Notional		Balance Sheet Location	Asset/(Liability)
Mortgage loan interest rate lock commitments	$	17,986	Other assets	$	256
MBS forward sales commitments		14,250	Other assets		(3	)
Total derivative financial instruments	$	32,236		$	253


				September 30, 2017
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Assets
Securities available for sale
US government agencies	$	-	8,710	-	8,710
SBA securities		-	4,339	-	4,339
State and political subdivisions		-	20,357	-	20,357
Mortgage-backed securities		-	45,034	-	45,034
Mortgage loans held for sale		-	9,124	-	9,124
Interest rate lock commitments		-	343	-	343
MBS forward sales commitments		-	46	-	46
Total assets measured at fair value on a recurring basis	$	-	87,953	-	87,953

				December 31, 2016
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Assets
Securities available for sale:
US government agencies	$	-	6,159	-	6,159
SBA securities		-	1,437	-	1,437
State and political subdivisions		-	20,474	-	20,474
Mortgage-backed securities		-	36,410	-	36,410
Mortgage loans held for sale		-	7,801	-	7,801
Interest rate lock commitments		-	256	-	256
Total assets measured at fair value on a recurring basis	$	-	72,537	-	72,537

Liabilities
MBS forward sales commitments	$	-	3	-	3
Total liabilities measured at fair value on a recurring basis	$	-	3	-	3


				As of September 30, 2017
(dollars in thousands)	Level 1		Level 2	Level 3	Total
Assets
Impaired loans	$	-	2,669	6,146	8,815
Other real estate owned		-	307	113	420
Total assets measured at fair value on a nonrecurring basis	$	-	2,976	6,259	9,235


				As of December 31, 2016
	Level 1		Level 2	Level 3	Total
Assets
Impaired loans	$	-	4,075	4,438	8,513
Other real estate owned		-	526	113	639
Total assets measured at fair value on a nonrecurring basis	$	-	4,601	4,551	9,152


					September 30, 2017
	Carrying		Fair
(dollars in thousands)	Amount		Value	Level 1	Level 2	Level 3
Financial Assets:
Other investments, at cost	$	3,064	3,064	-	-	3,064
Loans, net		1,312,160	1,315,125	-	2,669	1,312,456
Financial Liabilities:
Deposits		1,342,577	1,246,252	-	1,246,252	-
FHLB and other borrowings		39,200	40,452	-	40,452	-
Junior subordinated debentures		13,403	12,595	-	12,595	-

					December 31, 2016
	Carrying		Fair
	Amount		Value	Level 1	Level 2	Level 3
Financial Assets:
Other investments, at cost	$	5,742	5,742	-	-	5,742
Loans, net		1,148,789	1,149,527	-	4,075	1,145,452
Financial Liabilities:
Deposits		1,091,151	1,004,923	-	1,004,923	-
FHLB and other borrowings		115,200	115,825	-	115,825	-
Junior subordinated debentures		13,403	12,026	-	12,026	-

Average Balances, Income and Expenses, Yields and Rates

	For the Three Months Ended September 30,
					2017					2016
	Average		Income/		Yield/	Average		Income/		Yield/
(dollars in thousands)	Balance		Expense		Rate⁽¹⁾	Balance		Expense		Rate⁽¹⁾
Interest-earning assets
Federal funds sold	$	69,907	$	230	1.31%	$	22,611	$	31	0.55%
Investment securities, taxable		63,258		327	2.05%		60,219		267	1.76%
Investment securities, nontaxable⁽²⁾		20,222		187	3.67%		21,095		206	3.89%
Loans⁽³⁾		1,322,193		15,282	4.59%		1,097,201		12,486	4.53%
Total interest-earning assets		1,475,580		16,026	4.31%		1,201,126		12,990	4.30%
Noninterest-earning assets		74,295					60,801
Total assets	$	1,549,875				$	1,261,927


Interest-bearing liabilities
NOW accounts	$	214,929		98	0.18%	$	205,795		78	0.15%
Savings & money market		518,918		1,098	0.84%		326,722		329	0.40%
Time deposits		326,732		888	1.08%		267,609		550	0.82%
Total interest-bearing deposits		1,060,579		2,084	0.78%		800,126		957	0.48%
FHLB advances and other borrowings		50,418		446	3.51%		122,308		980	3.19%
Junior subordinated debentures		13,403		116	3.43%		13,403		95	2.82%
Total interest-bearing liabilities		1,124,400		2,646	0.93%		935,837		2,032	0.86%
Noninterest-bearing liabilities		280,181					221,797
Shareholders’ equity		145,294					104,293
Total liabilities and shareholders’ equity	$	1,549,875				$	1,261,927
Net interest spread					3.38%					3.44%
Net interest income (tax equivalent) / margin			$	13,380	3.60%			$	10,958	3.63%
Less: tax-equivalent adjustment⁽²⁾				71					78
Net interest income			$	13,309				$	10,880


	Three Months Ended
				September 30, 2017 vs. 2016								September 30, 2016 vs. 2015
				Increase (Decrease) Due to								Increase (Decrease) Due to
						Rate/								Rate/
(dollars in thousands)	Volume			Rate		Volume		Total		Volume		Rate		Volume		Total
Interest income
Loans	$	2,599		164		33		2,796		1,343		(195	)	(24	)	1,124
Investment securities		11		36		1		48		116		(69	)	(23	)	24
Federal funds sold		65		43		91		199		(18	)	32		(16	)	(2	)
Total interest income		2,675		243		125		3,043		1,441		(232	)	(63	)	1,146
Interest expense
Deposits		304		626		197		1,127		85		(63	)	(6	)	16
FHLB advances and other borrowings		(576	)	96		(54	)	(534	)	54		21		1		76
Junior subordinated debt		-		21		-		21		-		12		-		12
Total interest expense		(272	)	743		143		614		139		(30	)	(5	)	104
Net interest income	$	2,947		(500	)	(18	)	2,429		1,302		(202	)	(58	)	1,042


	September 30, 2017
						To be well capitalized
						under prompt
				For capital		corrective
				adequacy purposes		action provisions
			Actual	minimum		minimum
(dollars in thousands)	Amount		Ratio	Amount	Ratio	Amount	Ratio
Total Capital (to risk weighted assets)	$	172,876	13.33%	103,772	8.00%	129,715	10.00%
Tier 1 Capital (to risk weighted assets)		157,297	12.13%	77,829	6.00%	103,772	8.00%
Common Equity Tier 1 Capital (to risk weighted assets)		157,297	12.13%	58,372	4.50%	84,314	6.50%
Tier 1 Capital (to average assets)		157,297	10.15%	61,992	4.00%	77,490	5.00%