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

For the Quarterly Period Ended March 31,September 30, 2021

OR

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

image provided by client

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

(Address of principal executive offices)

(Zip Code)

 

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 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

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: 7,853,0967,913,381 shares of common stock, par value $0.01 per share, were issued and outstanding as of April 27,October 21, 2021.


SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

March 31,September 30, 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 Operations28

26

Item 3.Quantitative and Qualitative Disclosures about Market Risk45

40

Item 4.Controls and Procedures46

41

PART II – OTHER INFORMATION

Item 1.Legal Proceedings46

41

Item 1A.Risk Factors46

41

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds46

41

Item 3.Defaults upon Senior Securities47

42

Item 4.Mine Safety Disclosures47

42

Item 5.Other Information47

42

Item 6.Exhibits47

42

2


PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

March 31,

December 31,

September 30,

December 31,

(dollars in thousands, except share data)

2021

2020

2021

2020

(Unaudited)

(Audited)

(Unaudited)

(Audited)

ASSETS

Cash and cash equivalents:

Cash and due from banks

$

12,621

12,920

$

17,944

12,920

Federal funds sold

74,268

21,744

47,440

21,744

Interest-bearing deposits with banks

68,456

66,023

63,149

66,023

Total cash and cash equivalents

155,345

100,687

128,533

100,687

Investment securities:

Investment securities available for sale

92,997

94,729

113,802

94,729

Other investments

1,770

3,635

2,820

3,635

Total investment securities

94,767

98,364

116,622

98,364

Mortgage loans held for sale

57,073

60,257

31,641

60,257

Loans

2,183,682

2,142,867

2,389,047

2,142,867

Less allowance for loan losses

(43,499

)

(44,149

)

(36,075

)

(44,149

)

Loans, net

2,140,183

2,098,718

2,352,972

2,098,718

Bank owned life insurance

48,869

41,102

49,521

41,102

Property and equipment, net

61,710

60,236

78,456

60,236

Deferred income taxes

9,813

9,518

16,591

9,518

Other assets

12,162

13,705

9,840

13,705

Total assets

$

2,579,922

2,482,587

$

2,784,176

2,482,587

LIABILITIES

Deposits

$

2,258,751

2,142,758

$

2,433,018

2,142,758

Federal Home Loan Bank advances and other borrowings

0-

25,000

0-

25,000

Subordinated debentures

36,025

35,998

36,079

35,998

Other liabilities

45,625

50,537

49,450

50,537

Total liabilities

2,340,401

2,254,293

2,518,547

2,254,293

SHAREHOLDERS’ EQUITY

Preferred stock, par value $.01 per share, 10,000,000 shares authorized

0-

0-

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

Common stock, par value $.01 per share, 10,000,000 shares authorized, 7,913,381 and 7,772,748 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

79

78

Nonvested restricted stock

(1,075

)

(698

)

(1,469

)

(698

)

Additional paid-in capital

111,181

108,831

113,501

108,831

Accumulated other comprehensive income (loss)

(90

)

1,023

(248

)

1,023

Retained earnings

129,426

119,060

153,766

119,060

Total shareholders’ equity

239,521

228,294

265,629

228,294

Total liabilities and shareholders’ equity

$

2,579,922

2,482,587

$

2,784,176

2,482,587

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

3


SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

For the three months

ended March 31,

For the three months ended September 30,

For the nine months ended September 30,

(dollars in thousands, except share data)

2021

2020

2021

2020

2021

2020

Interest income

Loans

$

22,465

23,367

$

23,063

23,042

67,938

69,963

Investment securities

301

396

355

310

926

1,090

Federal funds sold and interest-bearing deposits with banks

47

103

68

63

167

218

Total interest income

22,813

23,866

23,486

23,415

69,031

71,271

Interest expense

Deposits

1,155

5,174

934

2,393

3,009

11,195

Borrowings

385

594

380

385

1,147

1,569

Total interest expense

1,540

5,768

1,314

2,778

4,156

12,764

Net interest income

21,273

18,098

22,172

20,637

64,875

58,507

Provision for loan losses

(300

)

6,000

Provision for (reversal of) loan losses

(6,000)

11,100

(8,200)

27,300

Net interest income after provision for loan losses

21,573

12,098

28,172

9,537

73,075

31,207

Noninterest income

Mortgage banking income

4,633

2,668

2,829

6,277

9,445

14,721

Service fees on deposit accounts

185

262

199

211

557

670

ATM and debit card income

470

398

542

465

1,532

1,258

Income from bank owned life insurance

267

270

321

270

919

810

Net lender and referral fees on PPP loans

0-

0-

268

2,247

Other income

349

318

348

361

1,043

1,002

Total noninterest income

5,904

3,916

4,239

7,584

13,764

20,708

Noninterest expenses

Compensation and benefits

6,683

6,390

7,468

6,666

20,974

19,450

Mortgage production costs

2,867

1,807

1,956

2,666

7,086

6,841

Occupancy

1,637

1,533

1,684

1,601

4,871

4,631

Other real estate owned expenses

387

0-

Other real estate owned (income) expenses

(3

)

673

385

673

Outside service and data processing costs

1,142

1,070

1,229

1,046

3,609

3,170

Insurance

301

320

244

377

807

995

Professional fees

421

400

561

395

1,479

1,270

Marketing

182

230

240

165

623

481

Other

542

622

660

594

1,861

1,687

Total noninterest expenses

14,162

12,372

14,039

14,183

41,695

39,198

Income before income tax expense

13,315

3,642

18,372

2,938

45,144

12,717

Income tax expense

2,949

810

4,355

721

10,438

2,990

Net income available to common shareholders

$

10,366

2,832

$

14,017

2,217

34,706

9,727

Earnings per common share

Basic

$

1.33

0.37

$

1.78

0.29

4.43

1.26

Diluted

1.31

0.36

1.75

0.28

4.36

1.24

Weighted average common shares outstanding

Basic

7,774,515

7,678,598

7,873,868

7,732,293

7,832,330

7,711,181

Diluted

7,908,537

7,827,173

8,001,028

7,815,265

7,966,065

7,820,345

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

4


SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

For the three months

ended March 31,

For the three months ended

September 30,

For the nine months ended

September 30,

(dollars in thousands)

2021

2020

2021

2020

2021

2020

Net income

$

10,366

2,832

$

14,017

2,217

34,706

9,727

Other comprehensive income:

Unrealized gain on securities available for sale:

Unrealized holding gain (loss) arising during the period, pretax

(1,409

)

895

(819

)

77

(1,609

)

1,472

Tax (expense) benefit

296

(187

)

171

(17

)

338

(309

)

Reclassification of realized gain

0-

0-

Tax expense

0-

0-

Other comprehensive income (loss)

(1,113

)

708

(648

)

60

(1,271

)

1,163

Comprehensive income

$

9,253

3,540

$

13,369

2,277

33,435

10,890

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

5


SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

(Unaudited)

 

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

 

For the three months ended September 30,

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

June 30, 2020

7,734,644

77

0-

0-

(1,001

)

108,031

805

108,242

216,154

Net income

-

-

-

-

-

-

-

2,217

2,217

Proceeds from exercise of stock options

250

-

-

-

-

1

-

-

1

Issuance of restricted stock

2,700

-

-

-

(88

)

88

-

-

-

Compensation expense related to restricted   stock, net of tax

-

-

-

-

100

-

-

-

100

Compensation expense related to stock   options, net of tax

-

-

-

-

-

217

-

-

217

Other comprehensive income (loss)

-

-

-

-

-

-

60

-

60

 

September 30, 2020

7,737,594

$

77

0-

$

0-

$

(989

)

$

108,337

$

865

$

110,459

$

218,749

June 30, 2021

7,899,931

79

0-

0-

(1,173

)

112,604

400

139,749

251,659

Net income

-

-

-

-

-

-

-

14,017

14,017

Proceeds from exercise of stock options

4,950

-

-

-

-

175

-

-

175

Issurance of restricted stock

8,500

-

-

-

(431

)

431

-

-

-

Compensation expense related to   restricted stock, net of tax

-

-

-

-

135

-

-

-

135

Compensation expense related to stock   options, net of tax

-

-

-

-

-

291

-

-

291

Other comprehensive income (loss)

-

-

-

-

-

-

(648

)

-

(648

)

 

September 30, 2021

7,913,381

$

79

0-

$

0-

$

(1,469

)

$

113,501

$

(248

)

$

153,766

$

265,629

 

For the nine months ended September 30,

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

-

-

-

-

-

-

-

9,727

9,727

Proceeds from exercise of stock options

52,716

-

-

-

-

963

-

-

963

Issuance of restricted stock

12,200

-

-

-

(494

)

494

-

-

-

Compensation expense related to   restricted stock, net of tax

-

-

-

-

308

-

-

-

308

Compensation expense related to stock   options, net of tax

-

-

-

-

-

728

-

-

728

Other comprehensive income (loss)

-

-

-

-

-

-

1,163

-

1,163

 

September 30, 2020

7,737,594

$

77

0-

$

0-

$

(989

)

$

108,337

$

865

$

110,459

$

218,749

December 31, 2020

7,772,748

78

0-

0-

(698

)

108,831

1,023

 

119,060

228,294

Net income

-

-

-

-

-

-

-

34,706

34,706

Proceeds from exercise of stock options

117,383

1

-

-

-

2,695

-

-

2,696

Issuance of restricted stock

23,250

-

-

-

(1,120

)

1,120

-

-

-

Compensation expense related to   restricted stock, net of tax

-

-

-

-

349

-

-

-

349

Compensation expense related to stock   options, net of tax

-

-

-

-

-

855

-

-

855

Other comprehensive income (loss)

-

-

-

-

-

-

(1,271

)

-

(1,271

)

 

September 30, 2021

7,913,381

$

79

0-

$

0-

$

(1,469

)

$

113,501

$

(248

)

$

153,766

$

265,629

 

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

6


SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the three months ended

 

March 31,

For the nine months ended

September 30,

(dollars in thousands)

2021

2020

2021

 

2020

Operating activities

 

Net income

$

10,366

2,832

$

34,706

9,727

Adjustments to reconcile net income to cash provided by (used for) operating activities:

Provision for loan losses

(300

)

6,000

Provision for (reversal of) loan losses

(8,200

)

27,300

Depreciation and other amortization

551

549

1,621

1,569

Accretion and amortization of securities discounts and premium, net

232

116

713

497

Loss on sale of real estate owned

380

0-

376

513

Gain on sale of fixed assets

(10

)

0-

(10

)

0-

Net change in operating leases

121

55

266

157

Compensation expense related to stock options and restricted stock grants

396

334

1,204

1,036

Gain on sale of loans held for sale

(4,813

)

(2,778

)

(11,187

)

(14,377

)

Loans originated and held for sale

(173,380

)

(95,423

)

(406,451

)

(412,069

)

Proceeds from sale of loans held for sale

181,377

90,299

446,254

389,669

Increase in cash surrender value of bank owned life insurance

(267

)

(270

)

(919

)

(810

)

Decrease in deferred tax asset

1

0-

Increase in deferred tax asset

(6,736

)

(2,545

)

Decrease (increase) in other assets

376

 

(1,490

)

2,698

(7,345

)

Decrease in other liabilities

(4,461

)

(3,782

)

Increase (decrease) in other liabilities

(4,531

)

3,419

Net cash provided by (used for) operating activities

10,569

 

(3,558

)

49,804

(3,259

)

Investing activities

Increase (decrease) in cash realized from:

Increase in loans, net

(41,165

)

(86,916

)

(246,421

)

(138,935

)

Purchase of property and equipment

(2,609

)

(1,119

)

(16,620

)

(3,696

)

Purchase of investment securities:

Available for sale

(5,366

)

(6,302

)

(37,908

)

(36,609

)

Other investments

(1,000

)

(1,275

)

Payments and maturities, calls and repayments of investment securities:

Available for sale

5,458

4,269

16,514

17,290

Other investments

1,862

1,607

1,812

5,634

Purchase of bank owned life insurance

(7,500

)

0-

(7,500

)

0-

Proceeds from sale of fixed assets

50

0-

50

0-

Proceeds from sale of other real estate owned

788

0-

1,159

0-

Net cash used for investing activities

(48,482

)

(88,461

)

(289,914

)

(157,591

)

Financing activities

Increase (decrease) in cash realized from:

Increase in deposits, net

115,993

149,574

290,260

304,932

Decrease in Federal Home Loan Bank advances and other borrowings, net

(25,000

)

(45,000

)

(25,000

)

(109,946

)

Proceeds from the exercise of stock options

1,578

741

2,696

963

Net cash provided by financing activities

92,571

105,315

267,956

195,949

Net increase in cash and cash equivalents

54,658

13,296

27,846

35,099

Cash and cash equivalents at beginning of the period

100,687

127,816

100,687

127,816

Cash and cash equivalents at end of the period

$

155,345

141,112

$

128,533

162,915

Supplemental information

Cash paid for

Interest

$

2,767

7,103

$

5,404

14,031

Income taxes

0-

0-

18,357

2,544

Schedule of non-cash transactions

Foreclosure of other real estate

367

0-

Unrealized gain (loss) on securities, net of income taxes

(1,113

)

708

(1,271

)

1,163

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

4,803

2,115

 

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

7


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”) is a South Carolina corporation that owns all of the capital stock of Southern First Bank (the “Bank”) and all of the stock of Greenville First Statutory Trusts I and II (collectively, the “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”). 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-monththree- and nine-month period ended March 31,September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 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, 2020 as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 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 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.

Risks and Uncertainties

The unprecedented and rapid spread of COVID-19 and its variants and the 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 responsesinitiatives, the effect of the continued rollout of vaccinations for the virus, whether such vaccinations will be effective against any resurgence of the virus, including any new strain of the virus, the ability for clients and businesses to the pandemic,return to, and remain in, their pre-pandemic routines, and the associated impacts on the economy, financial markets and our clients, employees and vendors.

8


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.

In addition, due to the COVID-19 pandemic, market interest rates declined significantly with the 10-year Treasury bond falling to a low of 0.52% in early August 2020 but increasing significantly since that time to near 1.50% at September 30, 2021. 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, 2020.2020, making the target federal funds rate range 0% to 0.25%, and this low target rate was still in effect as of September 30, 2021. 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,September 30, 2021, the Company’sCompany's and the Bank’sBank'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 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 subsidiary bank. As of March 31,September 30, 2021, the $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.

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 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 adoptis considering early adoption of the ASU beforeas of January 1, 2022. Adoption will be applied through a cumulative-effect adjustment to retained earnings as of the effective period.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.

9


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.

NOTE 2 – Investment Securities

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

March 31, 2021

September 30, 2021

Amortized

Gross Unrealized

Fair

Amortized

Gross Unrealized

Fair

(dollars in thousands)

Cost

Gains

Losses

Value

Cost

Gains

Losses

Value

Available for sale

US treasuries

$

999

1

0-

1,000

US government agencies

$

7,494

1

232

7,263

14,503

2

228

14,277

SBA securities

498

0-

18

480

435

10

0-

445

State and political subdivisions

19,632

451

272

19,811

22,418

515

226

22,707

Asset-backed securities

11,234

58

9

11,283

10,526

56

13

10,569

Mortgage-backed securities

FHLMC

13,099

167

254

13,012

20,678

141

386

20,433

FNMA

33,870

424

377

33,917

39,479

325

452

39,352

GNMA

7,284

35

88

7,231

5,078

11

70

5,019

Total mortgage-backed securities

54,253

626

719

54,160

65,235

477

908

64,804

Total investment securities available for sale

$

93,111

1,136

1,250

92,997

$

114,116

1,061

1,375

113,802

 

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 March 31,September 30, 2021 and December 31, 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.

 

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

%

10


 

September 30, 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 treasuries

$

0-

0-

0-

0-

1,000

1.27

%

0-

0-

1,000

1.27

%

US government agencies

0-

0-

2,498

0.36

%

8,847

1.31

%

2,932

1.79

%

14,277

1.24

%

SBA securities

0-

0-

0-

0-

0-

0-

445

1.00

%

445

1.00

%

State and political subdivisions

0-

0-

471

2.13

%

3,476

1.60

%

18,760

2.17

%

22,707

2.08

%

Asset-backed securities

0-

0-

0-

0-

1,710

1.52

%

8,859

0.95

%

10,569

1.04

%

Mortgage-backed securities

0-

0-

1,321

1.85

%

10,065

1.46

%

53,418

1.37

%

64,804

1.40

%

Total

$

0-

0-

4,290

1.01

%

25,098

1.42

%

84,414

1.52

%

113,802

1.48

%

 

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 March 31,September 30, 2021 and December 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

 

 

March 31, 2021

September 30, 2021

Less than 12 months

12 months or longer

Total

Less than 12 months

12 months or longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(dollars in thousands)

#

value

losses

#

value

losses

#

value

losses

#

value

losses

#

value

losses

#

value

losses

Available for sale

US government agencies

7

$

6,762

$

232

0-

$

0-

$

0-

7

$

6,762

$

232

9

$

11,846

$

157

2

$

1,929

$

71

11

$

13,775

$

228

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

9

7,280

168

5

2,565

58

14

9,845

226

Asset-backed securities

0-

0-

0-

2

1,961

9

2

1,961

9

0-

0-

0-

2

1,794

13

2

1,794

13

Mortgage-backed securities

25

34,823

664

9

11,296

244

34

46,119

908

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

43

$

53,949

$

989

18

$

17,584

$

386

61

$

71,533

$

1,375

 

 

December 31, 2020

December 31, 2020

Less than 12 months

12 months or longer

Total

Less than 12 months

12 months or longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

#

value

losses

#

value

losses

#

value

losses

(dollars in thousands)

#

value

losses

#

value

losses

#

value

losses

Available for sale

US government agencies

3

$

2,992

$

8

0-

$

0-

$

0-

3

$

2,992

$

8

3

$

2,992

$

8

0-

$

0-

$

0-

3

$

2,992

$

8

SBA securities

0-

0-

0-

1

484

19

1

484

19

0-

0-

0-

1

484

19

1

484

19

State and political subdivisions

8

4,861

30

0-

0-

0-

8

4,861

30

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

0-

0-

0-

6

6,998

73

6

6,998

73

Mortgage-backed securities

15

20,810

136

3

1,984

25

18

22,794

161

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

26

$

28,663

$

174

10

$

9,466

$

117

36

$

38,129

$

291

At March 31,September 30, 2021 the Company had 3943 individual investments with a fair market value of $41.1$53.9 million that were in an unrealized loss position for less than 12 months and 518 individual investments with a fair market value of $3.7$17.6 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.

11


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.

11


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

(dollars in thousands)

March 31, 2021

December 31, 2020

September 30, 2021

December 31, 2020

Federal Home Loan Bank stock

$

1,241

3,103

$

1,241

3,103

Other investments

126

129

1,176

129

Investment in Trust Preferred securities

403

403

403

403

Total other investments

$

1,770

3,635

$

2,820

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 March 31,September 30, 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.

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 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 March 31,September 30, 2021, mortgage loans held for sale totaled $57.1$31.6 million compared to $60.2$60.3 million at December 31, 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, 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.

12


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 $4.6 million as of September 30, 2021 and $3.9 million as of March 31, 2021 and December 31, 2020.

March 31, 2021

December 31, 2020

September 30, 2021

December 31, 2020

(dollars in thousands)

Amount

% of Total

Amount

% of Total

Amount

% of Total

Amount

% of Total

Commercial

Owner occupied RE

$

448,505

20.5

%

$

433,320

20.2

%

$

470,614

19.7

%

$

433,320

20.2

%

Non-owner occupied RE

584,187

26.8

%

585,269

27.3

%

628,521

26.3

%

585,269

27.3

%

Construction

51,996

2.4

%

61,467

2.9

%

87,892

3.7

%

61,467

2.9

%

Business

303,895

13.9

%

307,599

14.4

%

307,969

12.9

%

307,599

14.4

%

Total commercial loans

1,388,583

63.6

%

1,387,655

64.8

%

1,494,996

62.6

%

1,387,655

64.8

%

Consumer

Real estate

574,541

26.3

%

536,311

25.0

%

648,276

27.1

%

536,311

25.0

%

Home equity

154,157

7.1

%

156,957

7.3

%

155,049

6.5

%

156,957

7.3

%

Construction

44,170

2.0

%

40,525

1.9

%

57,419

2.4

%

40,525

1.9

%

Other

22,231

1.0

%

21,419

1.0

%

33,307

1.4

%

21,419

1.0

%

Total consumer loans

795,099

36.4

%

755,212

35.2

%

894,051

37.4

%

755,212

35.2

%

Total gross loans, net of deferred fees

2,183,682

100.0

%

2,142,867

100.0

%

2,389,047

100.0

%

2,142,867

100.0

%

Less—allowance for loan losses

(43,499

)

(44,149

)

(36,075

)

(44,149

)

Total loans, net

$

2,140,183

$

2,098,718

$

2,352,972

$

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.

March 31, 2021

September 30, 2021

After one

After one

One year

but within

After five

One year

but within

After five

(dollars in thousands)

or less

five years

years

Total

or less

five years

years

Total

Commercial

Owner occupied RE

$

24,523

134,934

289,048

448,505

$

17,069

121,176

332,369

470,614

Non-owner occupied RE

46,417

328,193

209,577

584,187

32,463

315,742

280,316

628,521

Construction

20,043

10,372

21,581

51,996

11,666

22,095

54,131

87,892

Business

77,057

136,088

90,750

303,895

61,534

145,862

100,573

307,969

Total commercial loans

168,040

609,587

610,956

1,388,583

122,732

604,875

767,389

1,494,996

Consumer

Real estate

13,740

51,884

508,917

574,541

14,126

46,753

587,397

648,276

Home equity

3,637

22,883

127,637

154,157

3,099

22,683

129,267

155,049

Construction

802

1,361

42,007

44,170

703

1,831

54,885

57,419

Other

8,205

10,528

3,498

22,231

8,180

21,292

3,835

33,307

Total consumer loans

26,384

86,656

682,059

795,099

26,108

92,559

775,384

894,051

Total gross loans, net of deferred fees

$

194,424

696,243

1,293,015

2,183,682

$

148,840

697,434

1,542,773

2,389,047

Loans maturing after one year with:

Fixed interest rates

$

1,636,382

$

1,883,823

Floating interest rates

352,876

356,384

13


 

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.LLC, receiving net lender fees of $2.2 million during the three months ended June 30, 2020.

The SBA is offeringoffered a second round of PPP loans through May 31, 2021; however, we dodid not intend to originate any new PPP loans, but through our relationship withloans. We did, however, receive referral fees of approximately $268,000 during the three months ended June 30, 2021 from The Loan Source Inc., we may receive a referral fee on for PPP loans they originateoriginated 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.

14


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 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.  

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

March 31, 2021

September 30, 2021

Owner

Non-owner

Owner

Non-owner

(dollars in thousands)

occupied RE

occupied RE

Construction

Business

Total

occupied RE

occupied RE

Construction

Business

Total

Current

$

448,298

583,489

51,996

303,808

1,387,591

$

470,351

621,383

87,892

305,804

1,485,430

30-59 days past due

0-

0-

0-

50

50

263

0-

0-

696

959

60-89 days past due

0-

147

0-

0-

147

0-

7,138

0-

1,469

8,607

Greater than 90 Days

207

551

0-

37

795

0-

0-

0-

0-

0-

$

448,505

584,187

51,996

303,895

1,388,583

$

470,614

628,521

87,892

307,969

1,494,996

 

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 March 31,September 30, 2021 and December 31, 2020, loans 30 days or more past due represented 0.12%0.49% and 0.17% of the Company’s total loan portfolio, respectively. Commercial loans 30 days or more past due were 0.05%0.40% and 0.08% of the Company’s total loan portfolio as of March 31,September 30, 2021 and December 31, 2020, respectively.

15


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

March 31, 2021

September 30, 2021

Owner

Non-owner

Owner

Non-owner

(dollars in thousands)

occupied RE

occupied RE

Construction

Business

Total

occupied RE

occupied RE

Construction

Business

Total

Pass

$

445,915

505,500

51,861

297,637

1,300,913

$

469,715

544,427

87,892

301,291

1,403,325

Special mention

2,074

49,394

0-

1,930

53,398

333

48,540

0-

2,651

51,524

Substandard

516

29,293

135

4,328

34,272

566

35,554

0-

4,027

40,147

Doubtful

0-

0-

-

0-

0-

0-

0-

0-

0-

0-

$

448,505

584,187

51,996

303,895

1,388,583

$

470,614

628,521

87,892

307,969

1,494,996

 

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

March 31, 2021

September 30, 2021

(dollars in thousands)

Real estate

Home equity

Construction

Other

Total

Real estate

Home equity

Construction

Other

Total

Current

$

573,372

153,771

44,170

22,231

793,544

$

647,722

153,505

57,419

33,301

891,947

30-59 days past due

551

189

0-

0-

740

0-

1,510

0-

0-

1,510

60-89 days past due

0-

0-

0-

0-

0-

0-

34

0-

6

40

Greater than 90 Days

618

197

0-

0-

815

554

0-

0-

0-

554

$

574,541

154,157

44,170

22,231

795,099

$

648,276

155,049

57,419

33,307

894,051

 

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 0.07% and 0.09% of total loans as of March 31,both September 30, 2021 and December 31, 2020, respectively.2020.

16


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

March 31, 2021

September 30, 2021

(dollars in thousands)

Real estate

Home equity

Construction

Other

Total

Real estate

Home equity

Construction

Other

Total

Pass

$

565,956

147,196

43,970

22,013

779,135

$

640,595

149,136

57,419

33,120

880,270

Special mention

3,993

3,888

200

167

8,248

3,326

3,162

0-

137

6,625

Substandard

4,592

3,073

0-

51

7,716

4,355

2,751

0-

50

7,156

Doubtful

0-

0-

0-

0-

0-

0-

0-

0-

0-

0-

$

574,541

154,157

44,170

22,231

795,099

$

648,276

155,049

57,419

33,307

894,051

 

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)

March 31, 2021

December 31, 2020

September 30, 2021

December 31, 2020

Commercial

Owner occupied RE

$

0-

0-

$

0-

0-

Non-owner occupied RE

1,127

1,143

7,400

1,143

Construction

135

139

0-

139

Business

190

195

1,469

195

Consumer

Real estate

2,762

2,536

1,461

2,536

Home equity

439

547

818

547

Construction

0-

0-

0-

0-

Other

0-

0-

0-

0-

Nonaccruing troubled debt restructurings

3,150

3,509

2,730

3,509

Total nonaccrual loans, including nonaccruing TDRs

7,803

8,069

13,878

8,069

Other real estate owned

0-

1,169

0-

1,169

Total nonperforming assets

$

7,803

9,238

$

13,878

9,238

Nonperforming assets as a percentage of:

Total assets

0.30

%

0.37

%

0.50

%

0.37

%

Gross loans

0.36

%

0.43

%

0.58

%

0.43

%

Total loans over 90 days past due

$

1,610

2,296

$

554

2,296

Loans over 90 days past due and still accruing

0-

0-

0-

0-

Accruing troubled debt restructurings

4,379

4,893

4,044

4,893

17


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.

March 31, 2021

September 30, 2021

Recorded investment

Recorded investment

Impaired loans

Impaired loans

Impaired loans

Impaired loans

Unpaid

with no related

with related

Related

Unpaid

with no related

with related

Related

Principal

Impaired

allowance for

allowance for

allowance for

Principal

Impaired

allowance for

allowance for

allowance for

(dollars in thousands)

Balance

loans

loan losses

loan losses

loan losses

Balance

loans

loan losses

loan losses

loan losses

Commercial

Owner occupied RE

$

1,593

1,490

1,490

0-

0-

$

1,269

1,269

1,269

0-

0-

Non-owner occupied RE

3,208

2,133

695

1,438

363

9,283

8,238

7,400

838

167

Construction

139

135

135

0-

0-

0-

0-

0-

0-

0-

Business

2,302

2,209

277

1,932

808

3,333

3,303

1,469

1,834

788

Total commercial

7,242

5,967

2,597

3,370

1,171

13,885

12,810

10,138

2,672

955

Consumer

Real estate

4,767

4,393

2,933

1,460

388

3,035

2,936

2,109

828

139

Home equity

1,797

1,690

1,631

59

59

2,190

2,049

1,992

56

56

Construction

0-

0-

0-

0-

0-

0-

0-

0-

0-

0-

Other

132

132

0-

132

17

126

126

0-

126

15

Total consumer

6,696

6,215

4,564

1,651

464

5,351

5,111

4,101

1,010

210

Total

$

13,938

12,182

7,161

5,021

1,635

$

19,236

17,921

14,239

3,682

1,165

 

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

18


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

Year ended

March 31, 2021

March 31, 2020

December 31, 2020

Three months ended

September 30, 2021

Three months ended September 30, 2020

Average

Recognized

Average

Recognized

Average

Recognized

Average

Recognized

Average

Recognized

recorded

interest

recorded

interest

recorded

interest

recorded

interest

recorded

interest

(dollars in thousands)

investment

income

investment

income

investment

income

investment

income

investment

income

Commercial

Owner occupied RE

$

1,569

16

2,725

18

2,423

88

$

1,269

17

2,985

40

Non-owner occupied RE

2,161

62

7,108

62

4,217

221

5,125

227

3,880

63

Construction

137

2

0-

0-

56

6

0-

0-

72

2

Business

2,329

34

2,553

28

2,306

243

2,665

61

2,506

51

Total commercial

6,196

114

12,386

108

9,002

558

9,059

305

9,443

156

Consumer

Real estate

4,212

43

3,036

26

3,372

170

3,609

0-

3,063

58

Home equity

2,030

16

2,355

12

2,128

5

1,859

30

2,540

22

Construction

0-

0-

0-

0-

0-

0-

0-

0-

0-

0-

Other

134

1

145

1

141

79

127

1

139

1

Total consumer

6,376

60

5,536

39

5,641

254

5,595

31

5,742

81

Total

$

12,572

174

17,922

147

14,643

812

$

14,654

336

15,185

237

 

Nine months ended

Nine months ended

Year ended

September 30, 2021

September 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

$

1,419

49

2,617

73

2,423

88

Non-owner occupied RE

3,643

321

4,724

165

4,217

221

Construction

69

0-

36

2

56

6

Business

2,497

115

2,270

98

2,306

243

Total commercial

7,628

485

9,647

338

9,002

558

Consumer

Real estate

3,911

102

3,207

98

3,372

170

Home equity

1,944

64

2,067

39

2,128

5

Construction

0-

0-

0-

0-

0-

0-

Other

130

3

143

3

141

79

Total consumer

5,985

169

5,417

140

5,641

254

Total

$

13,613

654

15,064

478

14,643

812

Allowance for Loan Losses

The allowance for loan losslosses 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.

19


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

Three months ended March 31, 2021

Three months ended September 30, 2021

Commercial

Consumer

Commercial

Consumer

Owner

Non-owner

Owner

Non-owner

occupied

occupied

Real

Home

occupied

occupied

Real

Home

(dollars in thousands)

RE

RE

Construction

Business

Estate

equity

Construction

Other

Total

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

$

7,099

13,223

951

6,722

10,028

2,562

753

574

41,912

Provision for loan losses

(991

)

3,146

(327

)

(785

)

(787

)

(423

)

(62

)

(71

)

(300

)

(1,159

)

(1,558

)

149

(1,246

)

(1,469

)

(598

)

(28

)

(91

)

(6,000

)

Loan charge-offs

0-

0-

 

0-

(267

)

0-

(139

)

0-

0-

 

(406

)

0-

(159

)

0-

(84

)

0-

0-

0-

0-

 

(243

)

Loan recoveries

0-

0-

0-

55

0-

1

0-

0-

56

0-

129

0-

58

18

193

0-

8

406

Net loan charge-offs

0-

0-

 

0-

(212

)

0-

(138

)

0-

0-

 

(350

)

Net loan recoveries (charge-offs)

0-

(30

)

0-

(26

)

18

193

0-

8

 

163

Balance, end of period

$

7,154

15,195

827

6,848

9,666

2,688

685

436

43,499

$

5,940

11,635

1,100

5,450

8,577

2,157

725

491

36,075

Net charge-offs to average loans (annualized)

0.07

%

Net charge-offs (recoveries) to average loans (annualized)

Net charge-offs (recoveries) to average loans (annualized)

(0.03

%)

Allowance for loan losses to gross loans

1.99

%

Allowance for loan losses to gross loans

1.51

%

Allowance for loan losses to nonperforming loans

557.47

%

Allowance for loan losses to nonperforming loans

259.95

%

Three months ended September 30, 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

$

5,800

8,791

977

5,841

6,538

2,641

615

399

31,602

Provision for loan losses

2,105

2,461

217

2,274

2,936

850

87

170

11,100

Loan charge-offs

0-

(375

)

0-

(564

)

0-

(100

)

0-

(25

)

(1,064

)

Loan recoveries

0-

554

0-

14

2

0-

0-

11

581

Net loan recoveries (charge-offs)

0-

179

 

0-

(550

)

2

(100

)

0-

(14

)

(483

)

Balance, end of period

$

7,905

11,431

1,194

7,565

9,476

3,391

702

555

42,219

Net charge-offs to average loans (annualized)

0.09

%

Allowance for loan losses to gross   loans

2.03

%

Allowance for loan losses to   nonperforming loans

482.43

%

Nine months ended September 30, 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

(2,299

)

(509

)

(54

)

(2,256

)

(1,894

)

(1,149

)

(22

)

(17

)

(8,200

)

Loan charge-offs

0-

(158

)

0-

(353

)

0-

(139

)

0-

(8

)

(658

)

Loan recoveries

94

253

0-

214

18

196

0-

9

784

Net loan recoveries (charge-offs)

94

95

0-

(139

)

18

57

0-

1

126

Balance, end of period

$

5,940

11,635

1,100

5,450

8,577

2,157

725

491

36,075

Net charge-offs (recoveries) to average loans (annualized)

(0.01

%)

Nine months ended September 30, 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

5,070

8,081

653

4,562

6,187

1,976

434

337

27,300

Loan charge-offs

0-

(1,508

)

0-

(735

)

0-

(100

)

0-

(70

)

(2,413

)

Loan recoveries

0-

554

0-

46

11

68

0-

11

690

Net loan recoveries (charge-offs)

0-

(954

)

0-

(689

)

11

(32

)

0-

(59

)

(1,723

)

Balance, end of period

$

7,905

11,431

1,194

7,565

9,476

3,391

702

555

42,219

Net charge-offs to average loans (annualized)

0.11

%

1920


 

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.

March 31, 2021

September 30, 2021

Allowance for loan losses

Recorded investment in loans

Allowance for loan losses

Recorded investment in loans

(dollars in thousands)

Commercial

Consumer

Total

Commercial

Consumer

Total

Commercial

Consumer

Total

Commercial

Consumer

Total

Individually evaluated

$

1,171

464

1,635

5,967

6,215

12,182

$

955

210

1,165

12,810

5,111

17,921

Collectively evaluated

28,853

13,011

41,864

1,382,616

788,884

2,171,500

23,170

11,740

34,910

1,482,186

888,940

2,371,126

Total

$

30,024

13,475

43,499

1,388,583

795,099

2,183,682

$

24,125

11,950

36,075

1,494,996

894,051

2,389,047

 

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 March 31,September 30, 2021, the Company had 1713 loans totaling $7.5$6.8 million compared to 20 loans totaling $8.4 million at December 31, 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.

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 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 modified for borrowers impacted by the COVID-19 pandemic.

20


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 for the nine months ended September 30, 2020. There were no new TDRs for the three months ended March 31,September 30, 2021, and 2020.new TDRs for the three months ended September 30, 2020 were immaterial. The total TDRs for the nine months ended September 30, 2021 were not material.

 

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

For the nine months ended September 30, 2020

Pre-

Post-

Pre-

Post-

modification

modification

modification

modification

Renewals

Reduced

Converted

Maturity

Total

outstanding

outstanding

Renewals

Reduced or

Converted

Maturity

Total

outstanding

outstanding

deemed a

or deferred

to interest

date

Number

recorded

recorded

deemed a

deferred

to interest

date

Number

recorded

recorded

(dollars in thousands)

concession

payments

only

extensions

of loans

investment

investment

concession

payments

only

extensions

of loans

investment

investment

Commercial

Business

1

0-

0-

0-

1

$

1,037

$

1,037

1

0-

0-

0-

1

$

1,037

$

1,037

Consumer

Real estate

1

0-

0-

0-

1

322

322

2

0-

0-

0-

2

647

647

Home equity

3

0-

0-

0-

3

1,522

1,522

3

0-

0-

0-

3

1,852

1,852

Total loans

5

0-

0-

0-

5

$

2,881

$

2,881

6

0-

0-

0-

6

$

3,536

$

3,536

As of March 31,September 30, 2021 and 2020, there were no loans modified as a TDR for which there was a payment default (60 days past due) within 12 months of the restructuring date.

21


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.

21


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

March 31, 2021

September 30, 2021

Fair Value

Fair Value

(dollars in thousands)

Notional

Balance Sheet Location

Asset/(Liability)

Notional

Balance Sheet Location

Asset/(Liability)

Mortgage loan interest rate lock commitments

$

95,689

Other assets

$

794

 

$

49,120

Other assets

$

609

MBS forward sales commitments

63,000

Other assets

497

 

34,500

Other liabilities

(169

)

Total derivative financial instruments

$

158,689

$

1,291

 

$

83,620

$

440

 

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:

22


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.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 14 of the Company’s 2020 Annual Report on Form 10-K. The Company’s loan portfolio is initially fair valued using a segmented approach, using the eight categories of loans as disclosed in Note 4 – Loans and Allowance for Loan Losses. Loans are considered a Level 3 classification.

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 March 31,September 30, 2021 and December 31, 2020.

 

September 30, 2021

(dollars in thousands)

Level 1

Level 2

Level 3

Total

Assets

Securities available for sale

US treasuries

$

0-

1,000

0-

1,000

US government agencies

0-

14,277

0-

14,277

SBA securities

0-

445

0-

445

State and political subdivisions

0-

22,707

0-

22,707

Asset-backed securities

0-

10,569

0-

10,569

Mortgage-backed securities

0-

64,804

0-

64,804

Mortgage loans held for sale

0-

31,641

0-

31,641

Mortgage loan interest rate lock commitments

0-

609

0-

609

Total assets measured at fair value on a recurring basis

$

0-

146,052

0-

146,052

 

Liabilities

MBS forward sales commitments

$

0-

(169)

0-

(169)

Total liabilities measured at fair value on a recurring basis

$

0-

(169)

0-

(169)

2223


 

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 tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis as of March 31,September 30, 2021 and December 31, 2020.

As of March 31, 2021

As of September 30, 2021

(dollars in thousands)

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Assets

Impaired loans

$

0-

7,833

2,714

10,547

$

0-

14,239

2,516

16,755

Other real estate owned

0-

0-

0-

0-

Total assets measured at fair value on a nonrecurring basis

$

0-

7,833

2,714

10,547

$

0-

14,239

2,516

16,755

 

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 had no liabilities carried at fair value or measured at fair value on a nonrecurring basis.

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.

2324


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

March 31, 2021

September 30, 2021

Carrying

Fair

Carrying

Fair

(dollars in thousands)

Amount

Value

Level 1

Level 2

Level 3

Amount

Value

Level 1

Level 2

Level 3

Financial Assets:

Other investments, at cost

$

1,770

1,770

0-

0-

1,770

$

2,820

2,820

0-

0-

2,820

Loans1

2,128,001

2,078,530

0-

0-

2,078,530

2,335,051

2,304,092

0-

0-

2,304,092

Financial Liabilities:

Deposits

2,258,751

2,085,976

0-

2,085,976

0-

2,433,018

2,249,961

0-

2,249,961

0-

Subordinated debentures

36,025

30,548

0-

30,548

0-

36,079

33,773

0-

33,773

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,September 30, 2021, we leased sixseven of our offices under various operating lease agreements. The lease agreements have maturity dates ranging from February 2022 to October 2029,February 2032, some of which include options for multiple five-year extensions. The weighted average remaining life of the lease term for these leases was 6.907.54 years as of March 31,September 30, 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%2.48% as of March 31,September 30, 2021.

The total operating lease costs were $714,000$711,000 and $596,000$616,000 for the three months ended March 31,September 30, 2021 and 2020, respectively, and $2.1 million and $1.8 million for the nine months ended September 30, 2021 and 2020, respectively. The right-of-use (ROU) asset, included in property and equipment, and lease liabilities,liability, included in other liabilities, were $18.2$21.9 million and $19.1$23.0 million as of March 31,September 30, 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.

2425


Maturities of lease liabilities as of March 31,September 30, 2021 were as follows:

 

 

Operating

Operating

(dollars in thousands)

Leases

Leases

2021

$

1,755

$

589

2022

1,587

1,974

2023

1,462

1,939

2024

1,501

1,990

2025

1,544

2,046

Thereafter

15,886

19,287

Total undiscounted lease payments

23,735

27,825

Discount effect of cash flows

4,653

4,847

Total lease liability

$

19,082

$

22,978

NOTE 9 – Earnings Per Common Share

The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three and nine month periods ended March 31,September 30, 2021 and 2020. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options that were outstanding at March 31,September 30, 2021. The assumed conversion of stock options can create a difference between basic and dilutive net income per common share. At March 31,September 30, 2021 and 2020, there were 210,899159,029 and 288,053337,998 options, respectively, that were not considered in computing diluted earnings per common share because they were anti-dilutive.

 

 

Three months ended

Three months ended

Nine months ended

March 31,

September 30,

September 30,

(dollars in thousands, except share data)

2021

2020

2021

2020

2021

2020

Numerator:

Net income available to common shareholders

$

10,366

2,832

$

14,017

2,217

34,706

9,727

Denominator:

Weighted-average common shares outstanding – basic

7,774,515

7,678,598

7,873,868

7,732,293

7,832,330

7,711,181

Common stock equivalents

134,022

148,575

127,160

82,972

133,735

109,164

Weighted-average common shares outstanding – diluted

7,908,537

7,827,173

8,001,028

7,815,265

7,966,065

7,820,345

Earnings per common share:

Basic

$

1.33

0.37

$

1.78

0.29

4.43

1.26

Diluted

$

1.31

0.36

$

1.75

0.28

4.36

1.24

26


NOTE 10 – 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 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

Three months ended

Three months ended

March 31, 2021

March 31, 2020

September 30, 2021

September 30, 2020

Commercial

Commercial

Commercial

Commercial

and Retail

Mortgage

Elimin-

Consol-

and Retail

Mortgage

Elimin-

Consol-

and Retail

Mortgage

Elimin-

Consol-

and Retail

Mortgage

Elimin-

Consol-

(dollars in thousands)

Banking

Banking

Corporate

ations

idated

Banking

Banking

Corporate

ation

idated

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

$

23,253

233

4

(4

)

23,486

23,102

313

3

(3

)

23,415

Interest expense

1,161

0-

382

(3

)

1,540

5,333

0-

439

(4

)

5,768

938

0-

380

(4

)

1,314

2,396

0-

385

(3

)

2,778

Net interest income (loss)

21,253

399

(379

)

0-

21,273

18,337

196

(435

)

0-

18,098

22,315

233

(376

)

0-

22,172

20,706

313

(382

)

0-

20,637

Provision for loan losses

(300

)

0-

0-

0-

(300

)

6,000

0-

0-

0-

6,000

(6,000

)

0-

0-

0-

(6,000

)

11,100

0-

0-

0-

11,100

Noninterest income

1,271

4,633

0-

0-

5,904

1,248

2,668

0-

0-

3,916

1,410

2,829

0-

0-

4,239

1,307

6,277

0-

0-

7,584

Noninterest expense

11,233

2,867

62

0-

14,162

10,499

1,807

66

0-

12,372

11,980

1,956

103

0-

14,039

11,445

2,666

72

0-

14,183

Net income (loss) before taxes

11,591

2,165

(441

)

0-

13,315

3,086

1,057

(501

)

0-

3,642

17,745

1,106

(479

)

0-

18,372

(532

)

3,924

(454

)

0-

2,938

Income tax provision (benefit)

2,564

478

(93

)

0-

2,949

693

222

(105

)

0-

810

4,195

261

(101

)

0-

4,355

(128

)

944

(95

)

0-

721

Net income (loss)

$

9,027

1,687

(348

)

0-

10,366

$

2,393

835

(396

)

0-

2,832

$

13,550

845

(378

)

0-

14,017

(404

)

2,980

(359

)

0-

2,217

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

$

2,750,703

33,047

302,254

(301,828

)

2,784,176

2,411,966

66,915

254,721

(254,191

)

2,479,411

25


 

Nine months ended

Nine months ended

September 30, 2021

September 30, 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

$

68,053

978

12

(12

)

69,031

70,480

791

13

(13

)

71,271

Interest expense

3,025

0-

1,143

(12

)

4,156

11,452

0-

1,325

(13

)

12,764

Net interest income (loss)

65,028

978

(1,131

)

0-

64,875

59,028

791

(1,312

)

0-

58,507

Provision for loan losses

(8,200

)

0-

0-

0-

(8,200

)

27,300

0-

0-

0-

27,300

Noninterest income

4,319

9,445

0-

0-

13,764

5,987

14,721

0-

0-

20,708

Noninterest expense

34,384

7,086

225

0-

41,695

32,134

6,841

223

0-

39,198

Net income before taxes

43,163

3,337

(1,356

)

0-

45,144

5,581

8,671

(1,535

)

0-

12,717

Income tax provision (benefit)

10,023

700

(285

)

0-

10,438

1,491

1,821

(322

)

0-

2,990

Net income (loss)

$

33,140

2,637

(1,071

)

0-

34,706

4,090

6,850

(1,213

)

0-

9,727

Total assets

$

2,750,703

33,047

302,254

(301,828

)

2,784,176

2,411,966

66,915

254,721

(254,191

)

2,479,411

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.

27


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.Analysis of Financial Condition and Results of Operations.

The following discussion reviews our results of operations for the three and nine month periodperiods ended March 31,September 30, 2021 as compared to the three and nine month periodperiods ended March 31,September 30, 2020 and assesses our financial condition as of March 31,September 30, 2021 as compared to December 31, 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, 2020 included in our Annual Report on Form 10-K for that period. Results for the three and nine month periodperiods ended March 31,September 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021 or any future period.

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 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 (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 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;  

·The continuing impact of COVID-19 and its variants on our business, including the impact of the actions taken by governmental authorities to 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 current 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;

2628 


 

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” of our Annual Report on Form 10-K for the year ended December 31, 2020, in Part II, Item 1A, “Risk Factors” of our Quarterly Reports on Form 10-Q, and in our other filings with the SEC.  

·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” of our Annual Report on Form 10-K for the year ended December 31, 2020, in Part II, Item 1A, “Risk Factors” of our Quarterly Reports on Form 10-Q, and in our other filings with 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. 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, 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."

27


At March 31,September 30, 2021, we had total assets of $2.58$2.78 billion, a 3.9%12.1% increase from total assets of $2.48 billion at December 31, 2020. The largest components of our total assets are loans which were $2.18$2.39 billion and $2.14 billion at March 31,September 30, 2021 and December 31, 2020, respectively. Our liabilities and shareholders’ equity at March 31,September 30, 2021 totaled $2.34$2.52 billion and $239.5$265.6 million, respectively, compared to liabilities of $2.25 billion and shareholders’ equity of $228.3 million at December 31, 2020. The principal component of our liabilities is deposits which were $2.26$2.43 billion and $2.14 billion at March 31,September 30, 2021 and December 31, 2020, respectively.

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.

29 

Our net income to common shareholders was $10.4$14.0 million and $2.8$2.2 million for the three months ended March 31,September 30, 2021 and 2020, respectively. Diluted earnings per share (“EPS”) was $1.31$1.75 for the firstthird quarter of 2021 as compared to $0.36$0.28 for the same period in 2020. The increase in net income resulted primarily from a $6.3$17.1 million decrease in loan loss provision recorded in the third quarter of 2021 compared to the same period in 2020 and a $1.5 million increase in net interest income, partially offset by a $3.3 million decrease in noninterest income.

Our net income to common shareholders was $34.7 million and $9.7 million for the nine months ended September 30, 2021 and 2020, respectively. Diluted EPS was $4.36 for the nine months ended September 30, 2021 as compared to $1.24 for the same period in 2020. The increase in net income resulted primarily from a $35.5 million decrease in loan loss provision recorded in the first quarternine months of 2021 compared to the same period in 2020 and a $3.2$6.4 million increase in net interest income, partially offset by a $2.0$6.9 million increasedecrease in noninterest income and partially offset by a $1.8$2.5 million increase in noninterest expense.

Our mortgage banking segment reported pre-tax income of $1.1 million and $3.3 million for the three- and nine- month periods ended September 30, 2021, compared to $3.9 million and $8.7 million for the three- and nine- month periods ended September 30, 2020. Noninterest income, which consists mainly of realized and unrealized gains associated with the fair value of commitments and loans held for sale, was $2.8 million for the third quarter of 2021 as compared to $6.3 million for the third quarter of 2020. In addition, noninterest income for the first nine months of 2021 was $9.4 million as compared to $14.7 million for the first nine months of 2020. The $3.4 million and $5.3 million decreases during the 2021 periods were driven by a decline in sales activity combined with a decrease in the fair value of derivatives associated with mortgage loan commitments. Noninterest expense consists mainly of salaries, commissions and benefits of mortgage employees, professional fees and outside services and data processing costs. Noninterest expense was $2.0 million and $7.1 million for the third quarter and first nine months of 2021, respectively, as compared to $2.7 million and $6.8 million for the third quarter and first nine months of 2020, respectively. The $709,000 decrease during the third quarter of 2021 was driven by a decrease in salaries and benefits expense primarily related to commissions paid on sales activity. The $245,000 increase during the first nine months of 2021 relates primarily to an increase in salaries and benefits expense driven by an increase in fixed salaries and other benefits costs combined with an increase in professional fees.

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 guests, and the majority of our team was working remotely. As of March 31,September 30, 2021, normalcy has begun to return as unemployment rates have decreasedcontinued to decrease to near pre-COVID levels, our bank lobbies have re-opened, and our team members have returned to the office. Our digital technology channels are also stronger and better utilized as a result of the pandemic.

Beginning in March 2020, we began granting loan modifications or deferrals to certain borrowers affected by the pandemic on a short-term basis of three to six months. As of March 31,September 30, 2021, all but two of these loans are under a normal payment structure.

We continue to monitor credit risk and 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 tourism industry is still at risk for credit loss due to reduced business and recreational travel in our 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 MarchSeptember 30, 2021:

·22 loans totaled $115.8 million
·0 loans remain under a deferral arrangement
·0% of hotel loans were 30 days or more past due
·0% of hotel loans were on nonaccrual
·Four hotel loans totaling $48.4 million were downgraded to special mention during the first quarter of 2021
·Seven hotel loans totaling $26.1 million were downgraded to substandard during the first quarter of 2021

As of September 30, 2021 our classified asset ratio (defined as classified assets divided by the sum of tier one capital plus the allowance for loan losses) was 14.90% compared to 8.18% at December 31, 2021:

21 loans totaled $109.72020 and 7.00% at September 30, 2020. The increase from the prior periods was driven by the $26.2 million

2 loans totaled $13.5 million remained under a deferral arrangement  

0% of hotel loans were we

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 rose2021. We will continue to 14.42% as a result of $26.2 million of hotel loans we downgraded to substandard. Downgradingclosely monitor these loans reflects our commitment to closely monitoras we believe they currently represent our most at-risk clients.

As of March 31,September 30, 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.

28


RESULTS OF OPERATIONSresults 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 $21.3$22.2 million for the firstthird quarter of 2021, a 17.5%7.4% increase over net interest income of $18.1$20.6 million for the third quarter of the prior year, resulting primarily from lower deposit costs and growth in interest-earning assets, partially offset by lower yields on our interest-earning assets. In addition, our net interest margin, on a tax-equivalent basis (TE), was 3.60%3.38% for the firstthird quarter of 2021 compared to 3.43%3.52% for the same period in 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 threethree- and nine- month periods ended March 31,September 30, 2021 and 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 tabletables entitled “Average Balances, Income and Expenses, Yield and Rates” 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.

31 

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,
 2021 2020
(dollars in thousands)Average
Balance
Income/
Expense
Yield/
Rate(1)
 Average
Balance
Income/
Expense
Yield/
Rate(1)
Interest-earning assets       
Federal funds sold and interest-bearing deposits with banks$  145,899$     680.18% $  162,092$     630.15%
Investment securities, taxable93,4283011.28% 77,3652611.34%
Investment securities, nontaxable(2)10,974702.54% 7,136643.55%
Loans(3)2,351,46723,0633.89% 2,088,74623,0424.39%
  Total interest-earning assets2,601,76823,5023.58% 2,335,33923,4303.99%
Noninterest-earning assets132,929   104,065  
  Total assets$2,734,697   $2,439,404  
Interest-bearing liabilities       
NOW accounts$   316,775480.06% $   264,786500.08%
Savings & money market1,209,9916510.21% 1,021,8501,1760.46%
Time deposits161,3002350.58% 296,1861,1671.57%
Total interest-bearing deposits1,688,0669340.22% 1,582,8222,3930.60%
Subordinated debentures36,0623804.18% 35,9543854.26%
Total interest-bearing liabilities1,724,1281,3140.30% 1,618,7762,7780.68%
Noninterest-bearing liabilities753,901   601,896  
Shareholders’ equity256,668   218,732  
Total liabilities and shareholders’ equity$2,734,697   $2,439,404  
Net interest spread  3.28%   3.31%
Net interest income (tax equivalent) / margin $22,1883.38%  $20,6523.52%
Less:  tax-equivalent adjustment(2) (16)   15 
Net interest income $22,172   $20,637 
         

(1)

Annualized for the three month period.

(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)

Includes mortgage loans held for sale.

29


Our net interest margin (TE) increased 17decreased 14 basis points to 3.60%3.38% during the firstthird quarter of 2021, compared to the third quarter of 2020, primarily due to a reduction in costyield on our interest-bearing liabilities,interest-earning assets, partially offset by the decreased yield oncost of our interest-earning assets.interest-bearing liabilities. Our average interest-earning assets grew by $275.1$266.4 million during the firstthird quarter of 2020,2021, while the average yield on these assets decreased by 6641 basis points to 3.87%.3.58% during the same period. In addition, our average interest-bearing liabilities grew by $24.1$105.4 million during the third quarter of 2021, period while the rate on these liabilities decreased 10738 basis points to 0.39%0.30%.

The increase in average interest-earning assets for the firstthird quarter of 2021 related primarily to an increase of $206.0$262.7 million in our average loan balances, combined with a $43.4$19.9 million increase in investment securities, partially offset by a $16.2 million decrease in federal funds sold and interest-bearing deposits with banks. The decrease in yield on our interest earning assets was driven by a 5750 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 interest-bearing liabilities during the third quarter of 2021 resulted primarily from a $64.6$105.2 million increase in our interest-bearing deposits, at an average rate of 0.30%, a 107while the 38 basis point decrease in rate on our interest-bearing liabilities resulted primarily from the first quarter of 2020, partially offset by a $40.7 million38 basis point decrease in our FHLB advances and other borrowings.deposit rates.

Our net interest spread was 3.48%3.28% for the firstthird quarter of 2021 compared to 3.07%3.31% for the same period in 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 decrease in both the yield on our interest-earning assets and the rate on our interest-bearing liabilities resulted in a 41three basis point increasedecrease in our net interest spread for the 2021 period. We anticipate continued pressure on our net interest spread and net interest margin in future periods as our loan yield continues to decline due to new and renewed loans pricing at rates lower than our current portfolio rate.

32 

Average Balances, Income and Expenses, Yields and Rates

  
  For the Nine Months Ended September 30,
 2021 2020
(dollars in thousands)Average
Balance
Income/
Expense
Yield/
Rate(1)
 Average
Balance
Income/
Expense
Yield/
Rate(1)
Interest-earning assets       
Federal funds sold and interest-bearing deposits with banks$   118,417$     1670.19% $    102,951$      2180.28%
Investment securities, taxable87,9817591.15% 69,9669791.87%
Investment securities, nontaxable(2)11,1972172.59% 6,8541442.81%
Loans(3)2,267,61167,9384.01% 2,081,03469,9634.49%
  Total interest-earning assets2,485,20669,0813.72% 2,260,80571,3044.21%
Noninterest-earning assets117,679   107,472  
  Total assets$2,602,885   $2,368,277  
Interest-bearing liabilities       
NOW accounts$   298,7851410.06% $   248,3733090.17%
Savings & money market1,142,4091,8170.21% 984,7946,6140.90%
Time deposits183,2391,0510.77% 314,2884,2721.82%
Total interest-bearing deposits1,624,4333,0090.25% 1,547,45511,1950.97%
FHLB advances and other borrowings94140.57% 41,3053351.08%
Junior subordinated debentures36,0351,1434.24% 35,9271,2344.59%
Total interest-bearing liabilities1,661,4094,1560.33% 1,624,68712,7641.05%
Noninterest-bearing liabilities697,533   529,200  
Shareholders’ equity243,943   214,390  
Total liabilities and shareholders’ equity$2,602,885   $2,368,277  
Net interest spread  3.39%   3.16%
Net interest income (tax equivalent) / margin $64,9253.49%  $58,5403.46%
Less:  tax-equivalent adjustment(2) (50)   33 
Net interest income $64,875   $58,507 
(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 on a taxable basis.
(3)Includes mortgage loans held for sale.

During the first nine months of 2021, our net interest margin (TE) improved by three basis points to 3.49%, compared to 3.46% for the first nine months of 2020, driven by the decrease in rate on our interest-bearing liabilities, partially offset by the lower yield on our interest-earning assets. Our average interest-earning assets grew by $224.4 million during the first nine months of 2021, with the average yield decreasing by 49 basis points. In addition, our average interest-bearing liabilities grew by $36.7 million during the 2021 period, while the rate on these liabilities decreased 72 basis points, resulting in the slight improvement in net interest margin.

The increase in average interest earning assets for the first nine months of 2021 related primarily to a $186.6 million increase in our average loan balances combined with a $22.4 million increase in our average investment securities. The decrease in yield on our interest-earning assets was driven by a 48 basis point decrease in our loan yield related to the interest rate reductions by the Federal Reserve.

In addition, our average interest-bearing liabilities increased by $36.7 million during the first nine months of 2021, driven by a $77.0 million increase in interest-bearing deposits, partially offset by a $40.4 million decrease in FHLB advances and other borrowings. The decrease in cost of our interest-bearing liabilities was driven by a 72 basis point decrease on our interest-bearing deposits.

Our net interest spread was 3.39% for the first nine months of 2021 compared to 3.16% for the same period of 2020. The 23 basis point increase in our net interest spread was a result of the 72 basis point decrease in cost on our interest-bearing liabilities, partially offset by the 49 basis point decrease in yield on our interest-earning assets.

33 

Rate/Volume Analysis

Net interest income can be analyzed in terms of the impact of changing interest rates and changing volume. The following table setstwo tables set 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

 

March 31, 2021 vs. 2020

March 31, 2020 vs. 2019

Three Months Ended

Increase (Decrease) Due to

Increase (Decrease) Due to

September 30, 2021 vs. 2020 September 30, 2020 vs. 2019

Rate/

Rate/

Increase (Decrease) Due to Increase (Decrease) Due to

(dollars in thousands)

Volume

Rate

Volume

Total

Volume

Rate

Volume

Total

VolumeRateRate/
Volume
Total VolumeRateRate/
Volume
Total

Interest income

 

Loans

$

2,403

(2,996

)

(309

)

(902

)

$

3,507

(881

)

(148

)

2,478

$  2,898(2,556)(321)21 $  3,078(2,514)(339)225

Investment securities

144

(175

)

(64

)

(95

)

(49

)

(114

)

10

(153

)

73(23)(5)45 (25)(252) 11(266)

Federal funds sold and interest-bearing

deposits with banks

97

(79

)

(74

)

(56

)

88

(106

)

(53

)

(71

)

(6)13(2)5 304(620)(284)(600)

Total interest income

2,644

(3,250

)

(447

)

(1,053

)

3,546

(1,101

)

(191

)

2,254

2,965(2,566)(328)71 3,357(3,386)(612)  (641)

Interest expense

 

Deposits

(889

)

(3,778

)

648

(4,019

)

790

(864

)

(127

)

(201

)

276(1,556)(179)(1,459) 893(4,309)(600)(4,016)

FHLB advances and other borrowings

(148

)

(112

)

105

(155

)

100

(142

)

(56

)

(98

)

- (218)-(218)

Subordinated debentures

1

(55

)

-

(54

)

273

-

-

273

1(6)-(5) 245(4)(6)235

Total interest expense

(1,036

)

(3,945

)

753

(4,228

)

1,163

(1,006

)

(183

)

(26

)

277(1,562)(179)(1,464) 920(4,313)(606)(3,999)

Net interest income

$

3,680

695

(1,200

)

3,175

$

2,383

(95

)

(8

)

2,280

$  2,688(1,004)(149)1,535 $  2,437927(6)3,358

Net interest income, the largest component of our income, was $21.3$22.2 million for the firstthird quarter of 2021 and $18.1$20.6 million for the firstthird quarter of 2020, a $3.2$1.5 million, or 17.5%7.4%, increase. The increase during 2021 was driven by a $4.2$1.5 million decrease in interest expense primarily due to lower rates on our interest-bearing liabilities. In addition, interest income decreased by $1.1 million due toremained stable as the increase in loan volume offset the impact of a decrease in ratesyield across all interest earning assets,assets.

  
 Nine Months Ended
 September 30, 2021 vs. 2020 September 30, 2020 vs. 2019
 Increase (Decrease) Due to Increase (Decrease) Due to
(dollars in thousands)VolumeRateRate/
Volume
Total VolumeRateRate/
Volume
Total
Interest income         
Loans$  4,994(6,565)(454)(2,025) $  11,246(6,067)(1,020)4,159
Investment securities281(354)(91)(164) (100)(505)31(574)
Federal funds sold and interest-bearing deposits with banks3(53)(1)(51) 565(1,136)(499)(1,070)
Total interest income5,278(6,972)(546)(2,240) 11,711(7,708)(1,488)2,515
Interest expense         
Deposits966(8,425)(727)(8,186) 2,672(8,212)(1,224)(6,764)
FHLB advances and other borrowings(324)(220)212(332) 360(470)(245)(355)
Subordinated debentures3(93)-(90) 783(8)(12)763
Total interest expense645(8,738)(515)(8,608) 3,815(8,690)(1,481)(6,356)
Net interest income$  4,6331,766(31)6,368 $  7,896982(7)8,871
          

Net interest income for the first nine months of 2021 was $64.9 million compared to $58.5 million for 2020, a $6.4 million, or 10.9%, increase. The increase in net interest income during 2021 was driven by an $8.6 million decrease in interest expense related to reduced rates on our deposit balances. In contrast, the decrease in interest income was driven by lower rates on our loan portfolio which was partially offset by an increasegrowth in volume of loans, investment securities and federal funds sold and interest-bearing deposits with banks.loan balances compared to the 2020 period.

30


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 included in Note 4 – Loans and Allowance for Loan Losses for a description of the factors we consider in determining the amount of the provision we expense each period to maintain this allowance.

34 

For the three and nine months ended March 31,September 30, 2021, we recorded a negativereversal of provision for loan losses expense of $300,000$6.0 million and $8.2 million which resulted in an allowance for loan losses of $43.5$36.1 million, or 1.99%1.51% of gross loans. Comparatively, our provision for loan losses was $6.0$11.1 million and $27.3 million for the three and nine months ended March 31,September 30, 2020 which resulted in an allowance for loan losses of $22.5$42.2 million, or 1.11%2.03% of gross loans. The negativereversal of provision expense for the first quarter of 2021 periods was driven by a reduction in qualitative adjustment factors related to the overall improvement in the economic and business conditions at bothsuch as unemployment and hotel occupancy rates as well as a reduction in the national and regional levels ashistorical loss percentages of March 31, 2021, partially offset by downgrades inour various loan categories due to the low charge-off percentage during the year. In addition, we downgraded a significant portion of our hotel loan portfolio during the first quarter of 2021 as we believe the tourism and hospitality industry remains at risk of credit losses due to the pandemic.pandemic, which partially offset the reduction in qualitative adjustments as an increased provision was required for these loans. Our nonperforming assets and loans 30 days or more past due increased during the third quarter of 2021 due to one client relationship which includes two commercial and one consumer real estate properties. We do not believe the increase in nonperforming and past due loans is systemic or indicative of the credit quality of our remaining portfolio.

Noninterest Income

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

 

Three months ended

   

March 31,

Three months ended

September 30,

 

Nine months ended

September 30,

(dollars in thousands)

2021

2020

20212020 20212020

Mortgage banking income

$

4,633

2,668

$   2,8296,277 9,44514,721

Service fees on deposit accounts

185

262

199211 557670

ATM and debit card income

470

398

542465 1,5321,258

Income from bank owned life insurance

267

270

321270 919810
Net lender and referral fees on PPP loans- 2682,247

Other income

349

318

348361 1,0431,002

Total noninterest income

$

5,904

3,916

 $  4,239 7,584  13,764 20,708

Noninterest income increased $2.0decreased $3.3 million, or 50.8%44.1%, for the firstthird quarter of 2021 as compared to the same period in 2020. The increasedecrease in total noninterest income resulted primarily from the following:

·Mortgage banking income decreased by $3.4 million, or 54.9%, driven by low inventory in the housing market, lower refinance volumes, and a decrease in margin on loan sales. We do not expect mortgage origination volume to continue at levels seen in the prior year which will reduce the amount of mortgage banking income recorded in future periods in comparison to prior periods.

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

above decrease was an increase in ATM and debit card income increased by $72,000,of $77,000, or 18.1%16.6%, due to an increase in debit card transactions. In addition, income from bank owned life insurance increased $51,000 as we purchased an additional $7.5 million in life insurance policies earlier in the year.

OtherNoninterest income increased by $31,000,decreased $6.9 million, or 9.7%33.5%, relatedduring the first nine months of 2021 as compared to higher loan and wire transfer fees.  

Offsetting the above increases was asame period of 2020. The decrease in total noninterest income resulted primarily from decreases in mortgage banking income, service fees on deposit accounts, primarily dueand net lender and referral fees on PPP loans which declined $2.0 million as we originated and sold our PPP loans to lower non-sufficient funds feesa third party during the second quarter of 2020. Partially offsetting the above decreases was a $274,000 increase in the 2021 period.ATM and debit card income.

35 

Noninterest expenses

Noninterest expenses

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

 

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

31


      
 

Three months ended

September 30,

 

Nine months ended

September 30,

(dollars in thousands)20212020 20212020
Compensation and benefits $  7,468 6,666   20,97419,450
Mortgage production costs1,9562,666 7,0866,841
Occupancy1,6841,601 4,8714,631
Real estate owned (income) expenses(3)673 385673
Outside service and data processing costs1,2291,046 3,6093,170
Insurance244377 807995
Professional fees561395 1,4791,270
Marketing240165 623481
Other660594 1,8611,687
  Total noninterest expense $14,039 14,183  41,69539,198
       

Noninterest expense was $14.0 million for the third quarter of 2021, a $144,000, or 10.2%, decrease from noninterest expense of $14.2 million for the first quarter of 2021, a $1.8 million, or 14.5%, increase from noninterest expense of $12.4 million for the firstthird quarter of 2020. The increasedecrease in noninterest expenses was driven primarily by the following:

·Mortgage production costs decreased by $710,000, or 26.7%, due primarily to less mortgage volume in the third quarter of 2021.
·Real estate owned expenses decreased by $676,000, or 100.45%, due to a large write-down on one piece of property during the prior year.

Partially offsetting the above decreases were the following:

·Compensation and benefits expense increased $801,000, or 12.0%, relating primarily to an increase in salaries and incentive compensation. We hired 24 new team members during the last 12 months, eight of which were hired in conjunction with the opening of our new Charlotte office.
·Outside service and data processing costs increased $183,000, or 17.5%, primarily due to increased software licensing costs and ATM/debit card related expenses.
·Professional fees increased $166,000, or 42.0%, driven by increases in director fees, legal fees, and other professional fees.
·Other noninterest expense increased by $66,000, or 11.1%, driven by increased business meals and dues and subscriptions.

Noninterest expense was $41.7 million for the first nine months of 2021, a $2.5 million, or 6.4%, increase from the prior year. The increase in total noninterest expense resulted primarily from increases in compensation and benefits, expense increased $293,000, or 4.6%, relating primarily to increases in base and incentive compensation.  

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

Occupancy expense increased $104,000, or 6.8%, primarily related to the expansion of our current office space in Atlanta that took place during the third quarter of 2020.  

Real estate owned expenses increased $387,000 primarily due to a loss on sale of one commercial property.  

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

Offsetting the above increases were decreases in marketing expenses, due to fewer corporate sponsorships, and in other expenses, primarily due to lower travel costs.

Our efficiency ratio was 52.1%53.2% for the firstthird quarter of 2021 compared to 56.2%50.3% for the third quarter of 2020 and 53.0% for the first quarternine months of 2021 compared to 49.5% for the same period in 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 improvementhigher ratio during the third quarter of 2021, periodcompared to the third quarter of 2020, relates primarily to the increasedecrease in mortgage banking income.income, while the higher ratio for the first nine months of 2021, compared to the same period of 2020, relates to the decrease in mortgage banking income, combined with the increase in noninterest expenses.

We incurred income tax expense of $2.9$4.4 million and $810,000$721,000 for the three months ended March 31,September 30, 2021 and 2020, respectively, and $10.4 million and $3.0 million for the nine months ended September 30, 2021 and 2020, respectively. Our effective tax rate was 22.1%23.1% and 22.2%23.5% for the threenine months ended March 31,September 30, 2021 and 2020, respectively. The lower tax rate for the 2021 period relates to the favorable tax impact of certain equity compensation transactions.

36 

Balance Sheet Review

Investment Securities

At March 31,September 30, 2021, the $94.8$116.6 million in our investment securities portfolio represented approximately 3.7%4.2% of our total assets. Our available for sale investment portfolio included U.S. treasury securities, U.S. government agency securities, SBA securities, state and political subdivisions, asset-backed securities and mortgage-backed securities with a fair value of $93.0$113.8 million and an amortized cost of $93.1$114.1 million, resulting in an unrealized loss of $114,000.$314,000. At December 31, 2020, the $98.4 million in our investment securities portfolio represented approximately 4.0% of our total assets, including investment securities with a fair value of $94.7 million and an amortized cost of $93.4 million for an unrealized gain of $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 threenine months ended March 31,September 30, 2021 and 2020 were $2.15$2.23 billion and $1.98$2.08 billion, respectively. Before the allowance for loan losses, total loans outstanding at March 31,September 30, 2021 and December 31, 2020 were $2.18$2.35 billion and $2.14$2.04 billion, respectively.

The principal component of our loan portfolio is loans secured by real estate mortgages. As of March 31,September 30, 2021, our loan portfolio included $1.86$2.05 billion, or 85.1%85.7%, of real estate loans, compared to $1.81 billion, or 84.6%, at December 31, 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, 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. Home equity lines of credit totaled $154.2$155.0 million as of March 31,September 30, 2021, of which approximately 48%50% were in a first lien position, while the remaining balance was second liens. At December 31, 2020, our home equity lines of credit totaled $157.0 million, of which approximately 45% were in first lien positions, while the remaining balance was in second liens. The average home equity loan had a balance of approximately $81,000 and a loan to value of 61%60% as of March 31,September 30, 2021, compared to an average loan balance of $83,000 and a loan to value of approximately 62% as of December 31, 2020. Further, 0.3%1.0% and 0.2% of our total home equity lines of credit were over 30 days past due as of March 31,September 30, 2021 and December 31, 2020, respectively. The increase in the past due percentage is related primarily to one loan.

32


Following is a summary of our loan composition at March 31,September 30, 2021 and December 31, 2020. During the first threenine months of 2021, our loan portfolio increased by $40.8$246.2 million, or 1.9%11.5%, with a 5.3%18.4% increase in consumer loans while commercial loans remained stableincreased by 7.7% during the period. The majority of the increase was in loans secured by real 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 $437,000,$447,000, a term of 2021 years, and an average rate of 3.67%3.51% as of March 31,September 30, 2021, compared to a principal balance of $429,000, a term of 19 years, and an average rate of 3.82% as of December 31, 2020.

37 

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

    
 September 30, 2021 December 31, 2020
(dollars in thousands)Amount%  of Total Amount%  of Total
Commercial     
Owner occupied RE$    470,61419.7% $   433,32020.2%
Non-owner occupied RE628,52126.3% 585,26927.3%
Construction87,8923.7% 61,4672.9%
Business307,96912.9% 307,59914.4%
Total commercial loans1,494,99662.6% 1,387,65564.8%

 

Consumer

     
Real estate648,27627.1% 536,31125.0%
Home equity155,0496.5% 156,9577.3%
Construction57,4192.4% 40,5251.9%
Other33,3071.4% 21,4191.0%
Total consumer loans894,05137.4% 755,21235.2%
Total gross loans, net of deferred fees    2,389,047100.0% 2,142,867100.0%
Less—allowance for loan losses(36,075)  (44,149) 
Total loans, net$ 2,352,972  $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 March 31,September 30, 2021 and December 31, 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)

March 31, 2021

December 31, 2020

 September 30, 2021 December 31, 2020

Commercial

$

1,452

1,477

 $   8,869 1,477

Consumer

3,201

3,083

 2,279 3,083

Nonaccruing troubled debt restructurings

3,150

3,509

 2,730 3,509

Total nonaccrual loans

7,803

8,069

 13,878 8,069

Other real estate owned

-

1,169

 - 1,169

Total nonperforming assets

$

7,803

9,238

 $ 13,878 9,238

33


At March 31,September 30, 2021, nonperforming assets were $7.8$13.9 million, or 0.30%0.50% of total assets and 0.36%0.58% of gross loans. Comparatively, nonperforming assets were $9.2 million, or 0.37% of total assets and 0.43% of gross loans at December 31, 2020. Nonaccrual loans decreased $266,000increased $5.8 million during the first threenine months of 2021 due primarily to $452,000$9.6 million in additions of loans on nonaccrual loans returned to accrual status, and $365,000partially offset by $2.4 million of loans paid or charged off partially offset by $551,000and $366,000 of new loans moved to other real estate owned. The increase during the current period relates primarily to one client relationship which includes two commercial and one consumer real estate properties. On October 29, 2021 we sold the two commercial notes related to this relationship to a third-party at a discounted purchase price of $7.8 million which resulted in a combined charge-off of $812,000 on nonaccrual. the two loans.

The amount of foregone interest income on the nonaccrual loans in the first threenine months of 2021 andwas immaterial, while foregone interest income for the same period in 2020 was approximately $1,000 and $51,000, respectively.$204,000. At March 31,September 30, 2021 and 2020, the allowance for loan losses represented 557.5%260.0% and 226.1%482.4% of the total amount of nonperforming loans, respectively. A significant portion, or approximately 98%95%, of nonperforming loans at March 31,September 30, 2021,

38 

was secured by real estate. We have evaluated the underlying collateral on these loans and believe that the collateral on these loans is sufficient to minimize future losses.

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 ten years. As a result, when a loan reaches its maturity we frequently renew the loan and thus extend its maturity using 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 nonaccrual after evaluating the loan’s collateral value and financial strength of its guarantors. Nonaccrual loans are renewed at terms generally consistent with the ultimate source of repayment and rarely at reduced rates. In these cases, 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, we will typically seek performance under the guarantee.

In addition, at March 31,September 30, 2021, 85.1%85.7% of our loans were collateralized by real estate and 91%95% of our impaired loans were secured by real estate. We utilize third party appraisers to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require 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 March 31,September 30, 2021, we did 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 March 31,September 30, 2021, impaired loans totaled $12.2$17.9 million, for which $5.0$3.7 million of these loans had a reserve of approximately $1.6$1.2 million allocated in the allowance. During the first threenine months of 2021, the average recorded investment in impaired loans was approximately $12.6$13.6 million. Comparatively, impaired loans totaled $13.0 million at December 31, 2020 for which $5.1 million of these loans had a reserve of approximately $1.7 million allocated in the allowance. During 2020, the average recorded investment in impaired loans was approximately $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 March 31,September 30, 2021, we determined that we had loans totaling $7.5$6.8 million that we considered TDRs compared to $8.4 million as of December 31, 2020. The decrease during the first threenine months of 2021 was driven by foureight client relationships with loans totaling $908,000$1.4 million that were paid off or removed from TDR status during the quarter.period.

Allowance for Loan Losses

The allowance for loan losses was $43.5$36.1 million and $22.5$42.2 million at March 31,September 30, 2021 and 2020, respectively, or 1.99%1.51% of outstanding loans at March 31,September 30, 2021 and 1.11%2.03% of outstanding loans at March 31,September 30, 2020. At December 31, 2020, our allowance for loan losses was $44.1 million, or 2.06% of outstanding loans.

During the threenine months ended March 31,September 30, 2021, we charged-off $406,000$658,000 of loans and recorded $56,000$784,000 of recoveries on loans previously charged-off, for net charge-offsrecoveries of $350,000.$126,000. Comparatively, we charged-off $266,000$2.4 million of loans and recorded $86,000$690,000 of recoveries on loans previously charged-off, resulting in net charge-offs of $180,000$1.7 million for the first threenine months of 2020. The $650,000$8.1 million decrease in the allowance for loan losses during the first threenine months of 2021 iswas 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,September 30, 2021 partially offsetand lower historical loss percentages applied to the various loan categories driven by fewer charge-offs. Partially offsetting these decreases were downgrades in our hotel loan portfolio as we believe the tourism and hospitality industry remains at risk of credit losses due to the pandemic.

3439 


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

Three months ended

    

March 31,

Year ended

Nine months ended

September 30,

 Year ended

(dollars in thousands)

2021

2020

December 31, 2020

20212020 December 31, 2020

Balance, beginning of period

$

44,149

16,642

16,642

$ 44,14916,642 16,642

Provision

(300

)

6,000

29,600

Provision for (reversal of) loan losses(8,200)27,300 29,600

Loan charge-offs

(406

)

(266

)

(3,414

)

(658)(2,413) (3,414)

Loan recoveries

56

86

1,321

784690 1,321

Net loan charge-offs

(350

)

(180

)

(2,093

)

Net loan (charge-offs) recoveries126(1,723) (2,093)

Balance, end of period

$

43,499

22,462

44,149

$ 36,07542,219 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. In the past, we have chosen to obtain a portion of our certificates of deposits from areas outside of our market in order to obtain longer term deposits than are readily available in our local market. Our internal guidelines regarding the use of brokered CDs limit our brokered CDs to 20% of total deposits. In addition, we do not obtain time deposits of $100,000 or more through the 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 $2.26$2.43 billion, or 100% of total deposits at March 31,September 30, 2021. At December 31, 2020, retail deposits represented $2.12 billion, or 99.0% of our total deposits, and brokered CDs were $22.0 million, representing 1.0% of our total deposits. Our loan-to-deposit ratio was 97%98% at March 31,September 30, 2021 and 100% at December 31, 2020.

The following is a detail of our deposit accounts:

   

March 31,

December 31,

September 30, December 31,

(dollars in thousands)

2021

2020

2021 2020

Non-interest bearing

$

677,282

576,610

$    720,444 $  576,610

Interest bearing:

   

NOW accounts

304,530

268,739

331,167 268,739

Money market accounts

1,064,659

1,042,745

1,188,666 1,042,745

Savings

31,588

27,254

34,018 27,254

Time, less than $100,000

31,856

36,454

28,469 36,454

Time and out-of-market deposits, $100,000 and over

148,836

190,956

130,254 190,956

Total deposits

$

2,258,751

2,142,758

$ 2,433,018 $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 $2.16$2.37 billion and $2.01 billion at March 31,September 30, 2021, and December 31, 2020, respectively.

35


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

   
 

Nine months ended

September 30,

 2021 2020
(dollars in thousands)AmountRate AmountRate
Noninterest-bearing demand deposits$    648,930-% $    490,343-%
Interest-bearing demand deposits298,7850.06% 248,3730.17%
Money market accounts1,110,5790.22% 963,8851.92%
Savings accounts31,8300.05% 20,9090.05%
Time deposits less than $100,00039,1360.48% 42,6491.49%
Time deposits greater than $100,000144,1030.87% 272,0261.86%
   Total deposits$ 2,273,3630.18% $ 2,038,1850.73%
       

 

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

%

40 

During the first threenine months of 2021, our average transaction account balances increased by $392.5$366.6 million, or 24.9%21.3%, from the prior year, while our average time deposit balances decreased by $116.3$131.4 million, or 35.3%41.87%.

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

 

(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

(dollars in thousands)September 30, 2021
Three months or less$   38,735 
Over three through six months38,216 
Over six  through twelve months26,026 
Over twelve months27,277 
   Total$ 130,254 

Time deposits that meet or exceed the FDIC insurance limit of $250,000 at March 31,September 30, 2021 and December 31, 2020 were $97.0$86.5 million and $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 March 31,September 30, 2021 and December 31, 2020 cash and cash equivalents totaled $155.3$128.5 million and $100.7 million, respectively, or 6.0%4.6% and 4.1% of total assets, respectively. Our investment securities at March 31,September 30, 2021 and December 31, 2020 amounted to $94.8$116.6 million and $98.4 million, respectively, or 3.7%4.2% and 4.0% of total assets, respectively. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely 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 five federal funds purchased lines of credit with correspondent banks totaling $118.5 million for which there were no borrowings against the lines of credit at March 31,September 30, 2021.

36


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 March 31,September 30, 2021 was $511.9$552.1 million, based primarily on the Bank’s $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 March 31,September 30, 2021 and December 31, 2020 we had $232.8$243.1 million and $206.2 million, respectively, of letters of credit outstanding with the FHLB to secure client deposits.

We also have a line of credit with another financial institution for $15.0 million, which was unused at March 31,September 30, 2021. The line of credit has an interest rate of LIBOR plus 3.50% and a maturity date of 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 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.

41 

Total shareholders’ equity was $239.5$265.6 million at March 31,September 30, 2021 and $228.3 million at December 31, 2020. The $11.2$37.3 million increase from December 31, 2020 is primarily related to net income of $10.4$34.7 million during the first threenine months of 2021, stock option exercises and equity compensation expenses of $2.0$3.9 million, partially offset by a $1.1$1.3 million decrease in 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 threenine months ended March 31,September 30, 2021 and the year ended December 31, 2020. Since our inception, we have not paid cash dividends.

   

March 31, 2021

December 31, 2020

September 30, 2021 December 31, 2020

Return on average assets

1.68

%

0.76

%

1.78 % 0.76 %

Return on average equity

18.22

%

8.49

%

19.02 % 8.49 %

Return on average common equity

18.22

%

8.49

%

19.02 % 8.49 %

Average equity to average assets ratio

9.24

%

9.01

%

9.37 % 9.01 %

Tangible common equity to assets ratio

9.28

%

9.20

%

9.54 % 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 unrealized gain or loss on securities available for sale, minus certain intangible assets. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet 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 consists of Tier 1 capital plus the general reserve for loan losses, subject to certain limitations. We are also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio.

Regulatory capital rules adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to Basel III, impose 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 consolidated assets of less than $3 billion (such as the Company). 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 our minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1, but the buffer applies to all three measurements (common equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer consists of an additional amount of CET1 equal to 2.5% of risk-weighted assets.

37


To be considered “well-capitalized” for purposes of certain rules and prompt corrective action requirements, the Bank must maintain a minimum total risked-based capital ratio of at least 10%, a total Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, and a leverage ratio of at least 5%. As of March 31,September 30, 2021, our capital ratios exceed these ratios and we remain “well capitalized.”

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

42 

 

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%

   
  September 30, 2021
 ActualFor capital
adequacy purposes
minimum plus the capital conservation
buffer
To be well capitalized
under prompt
corrective
action provisions
minimum
(dollars in thousands)AmountRatioAmountRatioAmountRatio
Total Capital (to risk weighted assets)$ 317,65914.34%$ 232,56710.50%$ 221,49210.00%
Tier 1 Capital (to risk weighted assets)289,86913.09%188,2688.50%177,1948.00%
Common Equity Tier 1 Capital (to risk weighted assets)289,86913.09%155,0447.00%143,9706.50%
Tier 1 Capital (to average assets)289,86910.60%109,3604.00%136,7005.00%

December 31, 2020

For capital

To be well capitalized

adequacy purposes

under prompt

minimum plus the

corrective

capital conservation

action provisions

 

December 31, 2020

Actual

buffer

minimum

ActualFor capital
adequacy purposes
minimum plus the
capital conservation
buffer
To be well capitalized
under prompt
corrective
action provisions
minimum

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

AmountRatioAmountRatioAmountRatio

Total Capital (to risk weighted assets)

$

279,414

13.92%

$

160,554

8.00%

$

200,693

10.00%

$ 279,41413.92%$ 160,5548.00%$ 200,69310.00%

Tier 1 Capital (to risk weighted assets)

254,092

12.66%

120,416

6.00%

160,554

8.00%

254,09212.66%120,4166.00%160,5548.00%

Common Equity Tier 1 Capital (to risk weighted assets)

254,092

12.66%

90,312

4.50%

130,451

6.50%

254,09212.66%90,3124.50%130,4516.50%

Tier 1 Capital (to average assets)

254,092

10.26%

99,094

4.00%

123,867

5.00%

254,09210.26%99,0944.00%123,8675.00%

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

March 31, 2021

To be well capitalized

under prompt

For capital

corrective

  

adequacy purposes

action provisions

 

September 30, 2021

Actual

minimum

minimum

ActualFor capital
adequacy purposes
minimum plus the
capital conservation
buffer (1)
To be well capitalized
under prompt
corrective
action provisions
minimum

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

AmountRatioAmountRatioAmountRatio

Total Capital (to risk weighted assets)

$

301.236

14.82%

213,370

10.50%

N/A

N/A

$ 329,66714.88%$ 232,55610.50%N/A

Tier 1 Capital (to risk weighted assets)

252,611

12.43%

172,728

8.50%

N/A

N/A

278,87712.59%188,5158.50%N/A

Common Equity Tier 1 Capital (to risk weighted assets)

239,611

11.79%

142,247

7.00%

N/A

N/A

265,87712.00%155,0377.00%N/A

Tier 1 Capital (to average assets)

252,611

10.12%

99,853

4.00%

N/A

N/A

278,87710.20%109,3814.00%N/A

December 31, 2020

To be well capitalized

under prompt

For capital

corrective

adequacy purposes

action provisions

 

December 31, 2020

Actual

minimum

minimum

ActualFor capital
adequacy purposes
minimum plus the
capital conservation
buffer (1)
To be well capitalized
under prompt
corrective
action provisions
minimum

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

AmountRatioAmountRatioAmountRatio

Total Capital (to risk weighted assets)

$

288,593

14.38%

$

160,554

8.00%

N/A

N/A

 $ 288,59314.38%$ 160,5548.00%N/A

Tier 1 Capital (to risk weighted assets)

240,271

11.97%

120,416

6.00%

N/A

N/A

240,27111.97%120,4166.00%N/A

Common Equity Tier 1 Capital (to risk weighted assets)

227,271

11.32%

90,312

4.50%

N/A

N/A

227,27111.32%90,3124.50%N/A

Tier 1 Capital (to average assets)

240,271

9.70%

99,094

4.00%

N/A

N/A

240,2719.70%99,0944.00%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. Although the minimum regulatory capital requirements are not applicable to the Company, we calculate these ratios for our own planning and monitoring purposes.

38


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.

43 

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 March 31,September 30, 2021, unfunded commitments to extend credit were $490.1$574.7 million, of which $116.5$182.8 million were at fixed rates and $373.6$391.9 million were at variable rates. At December 31, 2020, unfunded commitments to extend credit were $480.1 million, of which approximately $114.6 million were at fixed rates and $365.5 million were at variable rates. A significant portion of the unfunded commitments related to consumer home equity lines of credit. 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.

At March 31,September 30, 2021 and December 31, 2020, there were commitments under letters of credit for $9.0$10.1 million and $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.

At September 30, 2021, there were commitments of $35.4 million related to the construction of a new headquarters building of which $18.4 million had been paid through the end of the third quarter of 2021.

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 seek 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.

39


As of March 31,September 30, 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

44 

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.

Interest rate scenario

Change in net interest

Interest rate scenario


income from base

Up 300 basis points

17.93

%

17.55%

Up 200 basis points

12.11

%

11.88%

Up 100 basis points

6.14

%

6.01%

Base

-

Down 100 basis points

(2.93)

(2.09)%

Down 200 basis points

(4.88)

(3.18)%

Down 300 basis points

(6.50)

(3.84)%

%

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, 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 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

See Note 1 – Nature of Business and Basis of Presentation in the accompanying condensed notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated 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.

As a “smaller"smaller reporting company”company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

45 

40


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 March 31,September 30, 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 1A. RISK FACTORS.

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 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 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.

(a)

Not applicable.

(b)

Not applicable.

(c)

Issuer Purchases of Registered Equity Securities

The following table reflects share repurchase activity during the firstthird 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

JanuaryJuly 1 – JanuaryJuly 31

-

$

-

-

388,612

FebruaryAugust 1 – February 28

August 31

-

-

-

388,612

MarchSeptember 1 – March 31

September 30

-

-

-

388,612

Total

-

 -

-

388,612*

46 

*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,September 30, 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.

41


Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

Item 5. OTHER INFORMATION.

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.

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INDEX TO EXHIBITS

Exhibit

Exhibit
Number

Description

31.1

31.1Rule 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 March 31,September 30, 2021, formatted in iXBRL (Inline eXtensible Business Reporting 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)

______________________________________________________

48 

SIGNATURES

43


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,November 2, 2021

/s/R. Arthur Seaver, Jr.

R. Arthur Seaver, Jr.

Chief Executive Officer (Principal Executive Officer)

Date: April 29,November 2, 2021

/s/Michael D. Dowling

Michael D. Dowling

Chief Financial Officer (Principal Financial and Accounting Officer)

 

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