UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

☐ Transition Report Pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934

For the transition period from _______ to _______

Commission File Number 001-39068

METROCITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Georgia	47-2528408
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

5114 Buford Highway Doraville, Georgia	30340
(Address of principal executive offices)	(Zip Code)

(770) 455-4989

(Registrant’s telephone number, including area code)

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, par value $0.01 per share	MCBS	Nasdaq Global Select 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 Securities 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 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 ☒

As of ~~November~~May 2, ~~2021,~~2022, the registrant had 25,465,236 shares of common stock, par value $0.01 per share, issued and outstanding.

Table of Contents

METROCITY BANKSHARES, INC.

Quarterly Report on Form 10-Q

~~September 30, 2021~~March 31, 2022

TABLE OF CONTENTS

		Page
Part I.	Financial Information

Item l.	Financial Statements:
	Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021	3
	Consolidated Statements of Income (unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	4
	Consolidated Statements of Comprehensive Income (unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	5
	Consolidated Statements of Shareholders’ Equity (unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	6
	Consolidated Statements of Cash Flows (unaudited) for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	7
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3332
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5648
Item 4.	Controls and Procedures	5750

Part II.	Other Information

Item 1.	Legal Proceedings	5850
Item 1A.	Risk Factors	5851
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5851
Item 3.	Defaults Upon Senior Securities	5951
Item 4.	Mine Safety Disclosures	5951
Item 5.	Other Information	5951
Item 6.	Exhibits	5951
	Signatures	6053

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

METROCITY BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

September 30,

December 31,


2021

2020

(Unaudited)

Assets:


Cash and due from banks

$
250,995

$
140,744
Federal funds sold

2,294

9,944
Cash and cash equivalents

253,289

150,688
Equity securities

993

—
Securities available for sale (at fair value)

16,507

18,117
Loans, less allowance for loan losses of $16,445 and $10,135, respectively

2,345,260

1,620,209
Accrued interest receivable

10,737

10,671
Federal Home Loan Bank stock

12,201

6,147
Premises and equipment, net

13,302

13,854
Operating lease right-of-use asset

9,672

10,348
Foreclosed real estate, net

4,374

3,844
SBA servicing asset, net

10,916

9,643
Mortgage servicing asset, net

8,593

12,991
Bank owned life insurance

59,061

35,806
Other assets

5,323

5,171
Total assets

$
2,750,228

$
1,897,489

Liabilities:




Deposits:




Non-interest-bearing demand

$
640,312

$
462,909
Interest-bearing

1,471,515

1,016,980
Total deposits

2,111,827

1,479,889

Federal Home Loan Bank advances

300,000

110,000
Other borrowings

468

483
Operating lease liability

10,241

10,910
Accrued interest payable

208

222
Other liabilities

51,330

51,154
Total liabilities

$
2,474,074

$
1,652,658

Shareholders' Equity:




Preferred stock, $0.01 par value, 10,000,000 shares authorized, 0 shares issued or outstanding

—

—
Common stock, $0.01 par value, 40,000,000 shares authorized, 25,465,236 and 25,674,573 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

255

257
Additional paid-in capital

51,181

55,674
Retained earnings

224,711

188,705
Accumulated other comprehensive income

7

195
Total shareholders' equity

276,154

244,831
Total liabilities and shareholders' equity

$
2,750,228

$
1,897,489


	March 31,		December 31,
	2022		2021
	(Unaudited)
Assets:
Cash and due from banks	$	418,988	$	432,523
Federal funds sold		5,743		8,818
Cash and cash equivalents		424,731		441,341
Equity securities		11,024		11,386
Securities available for sale (at fair value)		23,886		25,733
Loans held for sale		37,928		—
Loans, less allowance for loan losses of $16,674 and $16,952, respectively		2,495,626		2,488,118
Accrued interest receivable		10,644		11,052
Federal Home Loan Bank stock		15,806		19,701
Premises and equipment, net		12,814		13,068
Operating lease right-of-use asset		8,925		9,338
Foreclosed real estate, net		3,562		3,618
SBA servicing asset, net		10,554		10,234
Mortgage servicing asset, net		6,925		7,747
Bank owned life insurance		67,841		59,437
Other assets		12,051		5,385
Total assets	$	3,142,317	$	3,106,158


Liabilities:
Deposits:
Non-interest-bearing demand	$	615,650	$	592,444
Interest-bearing		1,766,491		1,670,576
Total deposits		2,382,141		2,263,020

Federal Home Loan Bank advances		380,000		500,000
Other borrowings		405		459
Operating lease liability		9,445		9,861
Accrued interest payable		207		204
Other liabilities		59,709		42,391
Total liabilities	$	2,831,907	$	2,815,935

Shareholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 0 shares issued or outstanding		—		—
Common stock, $0.01 par value, 40,000,000 shares authorized, 25,465,236 shares issued and outstanding as of March 31, 2022 and December 31, 2021		255		255
Additional paid-in capital		51,753		51,559
Retained earnings		254,165		238,577
Accumulated other comprehensive income (loss)		4,237		(168)
Total shareholders' equity		310,410		290,223
Total liabilities and shareholders' equity	$	3,142,317	$	3,106,158

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands, except per share data)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2021		2020		2021		2020		2022		2021
Interest and dividend income:
Loans, including fees	$	29,127	$	17,880	$	77,355	$	56,214	$	31,459	$	22,500
Other investment income		196		187		525		1,265		492		170
Federal funds sold		1		64		4		291		2		2
Total interest income		29,324		18,131		77,884		57,770		31,953		22,672

Interest expense:
Deposits		968		2,046		2,879		9,656		1,139		992
FHLB advances and other borrowings		167		146		457		422		161		146
Total interest expense		1,135		2,192		3,336		10,078		1,300		1,138

Net interest income		28,189		15,939		74,548		47,692		30,653		21,534

Provision for loan losses		2,579		1,450		6,383		2,511		104		1,599

Net interest income after provision for loan losses		25,610		14,489		68,165		45,181		30,549		19,935

Noninterest income:
Service charges on deposit accounts		446		309		1,230		962		481		373
Other service charges, commissions and fees		4,147		2,076		11,422		5,322		2,159		3,398
Gain on sale of residential mortgage loans		—		—		—		2,529		1,211		—
Mortgage servicing income, net		132		235		(659)		1,390		101		166
Gain on sale of SBA loans		3,358		2,265		8,057		4,842		1,568		1,854
SBA servicing income, net		1,212		2,931		5,250		5,406		1,644		2,133
Other income		237		148		1,012		622		492		262
Total noninterest income		9,532		7,964		26,312		21,073		7,656		8,186

Noninterest expense:
Salaries and employee benefits		8,679		6,416		22,293		18,678		7,096		6,699
Occupancy and equipment		1,295		1,302		3,822		3,790		1,227		1,275
Data processing		257		287		848		765		277		308
Advertising		131		127		393		428		150		145
Other expenses		2,749		2,018		8,556		6,362		3,429		2,281
Total noninterest expense		13,111		10,150		35,912		30,023		12,179		10,708

Income before provision for income taxes		22,031		12,303		58,565		36,231		26,026		17,413
Provision for income taxes		5,149		2,918		14,309		9,291		6,597		4,432
Net income available to common shareholders	$	16,882	$	9,385	$	44,256	$	26,940	$	19,429	$	12,981

Earnings per share:
Basic	$	0.66	$	0.37	$	1.73	$	1.05	$	0.76	$	0.51
Diluted	$	0.66	$	0.36	$	1.71	$	1.05	$	0.76	$	0.50

See accompanying notes to unaudited consolidated financial statements.

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METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Dollars in thousands)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2021		2020		2021		2020		2022		2021

Net income	$	16,882	$	9,385	$	44,256	$	26,940	$	19,429	$	12,981

Other comprehensive (loss) gain:
Other comprehensive gain (loss):

Unrealized holding gains (losses) on securities available for sale		(11)		64		(53)		197
Unrealized holding losses on securities available for sale										(1,484)		(210)
Net changes in fair value of cash flow hedges		(200)		—		(200)		—		7,358		—
Tax effect		54		(21)		65		(31)		(1,469)		54

Other comprehensive (loss) gain		(157)		43		(188)		166
Other comprehensive gain (loss)										4,405		(156)

Comprehensive income	$	16,725	$	9,428	$	44,068	$	27,106	$	23,834	$	12,825

See accompanying notes to unaudited consolidated financial statements.

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METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(Dollars in thousands, except per share data)


								Accumulated											Accumulated
	Common Stock			Additional				Other				Common Stock			Additional				Other
	Number of			Paid-in		Retained		Comprehensive				Number of			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Income (Loss)		Total		Shares	Amount		Capital		Earnings		Income (Loss)		Total
Three Months Ended:
Balance, July 1, 2021	25,578,668	$	256	$	52,924	$	210,910	$	164	$	264,254
Net income	—		—		—		16,882		—		16,882
Stock based compensation expense	—		—		378		—		—		378
Repurchase of common stock	(113,432)		(1)		(2,121)		—		—		(2,122)
Other comprehensive loss	—		—		—		—		(157)		(157)
Dividends on common stock ($0.12 per share)	—		—		—		(3,081)		—		(3,081)
Balance, September 30, 2021	25,465,236	$	255	$	51,181	$	224,711	$	7	$	276,154

Balance, July 1, 2020	25,674,067	$	257	$	54,524	$	174,518	$	122	$	229,421
Balance, January 1, 2022												25,465,236	$	255	$	51,559	$	238,577	$	(168)	$	290,223
Net income	—		—		—		9,385		—		9,385	—		—		—		19,429		—		19,429
Stock based compensation expense	—		—		574		—		—		574	—		—		194		—		—		194
Other comprehensive income	—		—		—		—		43		43	—		—		—		—		4,405		4,405
Dividends on common stock ($0.09 per share)	—		—		—		(2,327)		—		(2,327)
Balance, September 30, 2020	25,674,067	$	257	$	55,098	$	181,576	$	165	$	237,096
Dividends on common stock ($0.15 per share)												—		—		—		(3,841)		—		(3,841)
Balance, March 31, 2022												25,465,236	$	255	$	51,753	$	254,165	$	4,237	$	310,410

Nine Months Ended:
Balance, January 1, 2021	25,674,573	$	257	$	55,674	$	188,705	$	195	$	244,831	25,674,573	$	257	$	55,674	$	188,705	$	195	$	244,831
Net income	—		—		—		44,256		—		44,256	—		—		—		12,981		—		12,981
Stock based compensation expense	—		—		1,049		—		—		1,049	—		—		303		—		—		303
Vesting of restricted stock	101,472		1		(1)		—		—		—
Repurchase of common stock	(310,809)		(3)		(5,541)		—		—		(5,544)
Other comprehensive loss	—		—		—		—		(188)		(188)	—		—		—		—		(156)		(156)
Dividends on common stock ($0.32 per share)	—		—		—		(8,250)		—		(8,250)
Balance, September 30, 2021	25,465,236	$	255	$	51,181	$	224,711	$	7	$	276,154

Balance, January 1, 2020	25,529,891	$	255	$	53,854	$	162,616	$	(1)	$	216,724
Net income	—		—		—		26,940		—		26,940
Stock based compensation expense	—		—		1,246		—		—		1,246
Vesting of restricted stock	144,176		2		(2)		—		—		—
Other comprehensive income	—		—		—		—		166		166
Dividends on common stock ($0.31 per share)	—		—		—		(7,980)		—		(7,980)
Balance, September 30, 2020	25,674,067	$	257	$	55,098	$	181,576	$	165	$	237,096
Dividends on common stock ($0.10 per share)												—		—		—		(2,584)		—		(2,584)
Balance, March 31, 2021												25,674,573	$	257	$	55,977	$	199,102	$	39	$	255,375

See accompanying notes to unaudited consolidated financial statements.

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METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)


	Nine Months Ended September 30,				Three Months Ended March 31,
	2021		2020		2022		2021
Cash flow from operating activities:
Net income	$	44,256	$	26,940	$	19,429	$	12,981
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		2,173		2,193		711		732
Provision for loan losses		6,383		2,511		104		1,599
Stock based compensation expense		1,049		1,246		194		303
Unrealized losses recognized on equity securities		7		—		362		—
Loss (gain) on sale of foreclosed real estate		93		(99)
Writedown of foreclosed real estate		—		141
Origination of residential real estate loans held for sale		—		(6,992)
Loss on sale of foreclosed real estate						15		—
Proceeds from sales of residential real estate loans		—		95,314		58,198		—
Gain on sale of residential mortgages		—		(2,529)		(1,211)		—
Origination of SBA loans held for sale		(95,764)		(104,762)		(23,391)		(22,949)
Proceeds from sales of SBA loans held for sale		103,821		109,604		24,959		24,803
Gain on sale of SBA loans		(8,057)		(4,842)		(1,568)		(1,854)
Increase in cash value of bank owned life insurance		(755)		(359)		(404)		(227)
Increase in accrued interest receivable		(66)		(2,898)
Decrease in accrued interest receivable						408		156
Increase in SBA servicing rights		(1,273)		(1,985)		(320)		(892)
Decrease in mortgage servicing rights		4,398		3,469		822		1,269
Increase in other assets		(87)		(3,010)		(810)		(381)
Decrease in accrued interest payable		(14)		(580)
(Decrease) increase in other liabilities		(1,271)		20,311
Increase (decrease) in accrued interest payable						3		(16)
Increase in other liabilities						16,915		9,739
Net cash flow provided by operating activities		54,893		133,673		94,416		25,263

Cash flow from investing activities:
Purchases of securities under resell agreements		—		(25,000)
Purchases of securities available for sale		(1,034)		(3,719)		—		(1,034)
Purchases of equity securities		(1,000)		—
Proceeds from maturities, calls or paydowns of securities available for sale		2,539		1,374		345		185
Purchase of Federal Home Loan Bank stock		(6,054)		(1,881)
Redemption of Federal Home Loan Bank stock						3,895		2,196
Increase in loans, net		(732,246)		(300,108)		(102,527)		(236,440)
Purchases of premises and equipment		(333)		(481)		(26)		(99)
Proceeds from sales of foreclosed real estate owned		189		1,459		41		—
Purchase of bank owned life insurance		(22,500)		(15,000)		(8,000)		—
Net cash flow used by investing activities		(760,439)		(343,356)		(106,272)		(235,192)

Cash flow from financing activities:
Dividends paid on common stock		(8,232)		(7,975)		(3,821)		(2,567)
Repurchases of common stock		(5,544)		—
Increase in deposits, net		631,938		30,414		119,121		266,031
Decrease in other borrowings, net		(15)		(2,638)		(54)		(4)
Proceeds from Federal Home Loan Bank advances		270,000		40,000		—		—
Repayments of Federal Home Loan Bank advances		(80,000)		—		(120,000)		(30,000)
Net cash flow provided by financing activities		808,147		59,801
Net cash flow (used) provided by financing activities						(4,754)		233,460

See accompanying notes to unaudited consolidated financial statements.

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METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Nine Months Ended September 30,

2021

2020

Net change in cash and cash equivalents

102,601

(149,882)
Cash and cash equivalents at beginning of period

150,688

276,413

Cash and cash equivalents at end of period

$
253,289

$
126,531

Supplemental schedule of noncash investing and financing activities:

Transfer of loan principal to foreclosed real estate, net of write-downs

$
812

$
1,360

Initial recognition of operating lease right-of-use assets

$
560

$
131

Initial recognition of operating lease liabilities

$
560

$
131

Supplemental disclosures of cash flow information - Cash paid during the year for:

Interest

$
3,350

$
10,658

Income taxes

$
17,932

$
11,639


	Three Months Ended March 31,
	2022		2021

Net change in cash and cash equivalents		(16,610)		23,531
Cash and cash equivalents at beginning of period		441,341		150,688

Cash and cash equivalents at end of period	$	424,731	$	174,219

Supplemental schedule of noncash investing and financing activities:

Transfer of loans to loans held for sale	$	94,915	$	—

Transfer of loan principal to foreclosed real estate, net of write-downs	$	—	$	—

Initial recognition of operating lease right-of-use assets	$	—	$	560

Initial recognition of operating lease liabilities	$	—	$	560

Supplemental disclosures of cash flow information - Cash paid during the year for:

Interest	$	1,297	$	1,154

Income taxes	$	488	$	261

See accompanying notes to unaudited consolidated financial statements.

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METROCITY BANKSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements include the accounts of MetroCity Bankshares, Inc. (“Company”) and its wholly-owned subsidiary, Metro City Bank (the “Bank”). The Company owns 100% of the Bank. The “Company” or “our,” as used herein, includes Metro City Bank unless the context indicates that we refer only to MetroCity Bankshares, Inc.

These unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) followed within the financial services industry for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information or notes required for complete financial statements.

The Company principally operates in 1 business segment, which is community banking.

In the opinion of management, all adjustments, consisting of normal and recurring items, considered necessary for a fair presentation of the consolidated financial statements for the interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts reported in prior periods have been reclassified to conform to current year presentation. These reclassifications did not have a material effect on previously reported net income, shareholders’ equity or cash flows.

Operating results for the three ~~and nine~~ month period ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, ~~2020.~~2021.

The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements for the year ended December 31, ~~2020,~~2021, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (the “Company’s ~~2020~~2021 Form 10-K”). There were no new accounting policies or changes to existing policies adopted during the first ~~nine~~three months of ~~2021~~2022 which had a significant effect on the Company’s results of operations or statement of financial ~~condition with the exception of the following two new accounting policies adopted during the third quarter of 2021.~~condition. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.

~~Equity Securities.~~Equity securities with readily determinable fair values (marketable) are measured at fair value, with changes in the fair value recognized as a component of Other Income in the Consolidated Statements of Income.

~~Interest Rate Swaps.~~The Company may use interest rate swap agreements to hedge various exposures or to modify interest rate characteristics of various financial instruments. The Company utilizes interest rate swap agreements as part of its asset/liability management strategy to help manage its interest-rate risk position. Interest rate swaps are contracts in which a series of interest payments are exchanged over a prescribed time period. The notional amounts of the interest rate swap are correlated to match the underlying asset or liability and do not represent the amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

The Company determines the effectiveness of cash flow hedges at the inception of the derivative contract based on the Company’s intentions and belief as to the likely effectiveness as a hedge. Cash flow hedges represent a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to the recognized asset or liability. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income (loss) and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. The changes in fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge

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accounting are reported currently in earnings, as noninterest income. Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

The Company formally documents the relationship between derivatives and hedge items, as well as the risk management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair value or cash flows of hedged items. The Company will discontinue the hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged items, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into income over the same periods in which the hedged transactions will affect income.

Contingencies

Due to the nature of their activities, the Company and its subsidiary are at times engaged in various legal proceedings that arise in the course of normal business, some of which were outstanding as of ~~September 30, 2021.~~March 31, 2022. Although the ultimate outcome of all claims and lawsuits outstanding as of ~~September 30, 2021~~March 31, 2022 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on the Company’s results of operations or financial condition.

Operating, Accounting and Reporting Considerations Related to COVID-19

The COVID-19 pandemic has negatively impacted the global economy, including the Company’s market areas. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provided an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. Some of the provisions applicable to the Company include, but are not limited to:

●

Accounting for Loan Modifications - The CARES Act provided that financial institutions may elect to suspend (1) the requirements under GAAP for certain loan modifications that would otherwise be categorized as a troubled debt restructure (“TDR”) and (2) any determination that such loan modifications would be considered a TDR,

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including the related impairment for accounting purposes. The Consolidated Appropriations Act (“CAA”), signed into law on December 27, 2020, extended the applicable period to include modification to loans held by financial institutions executed between March 1, 2020 and the earlier of (i) January 1, 2022, or (ii) 60 days after the date of termination of the COVID-19 national emergency.

●

Paycheck Protection Program - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. The CAA provided several amendments to the PPP, including additional funding for first and second draws of PPP loans up to March 31, 2021. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extended the program to May 31, 2021. The Company was a participant in the PPP.

Also in response to the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the National Credit Union Administration (“NCUA”), the Office of the Comptroller of the Currency (“OCC”), and the Consumer Financial Protection Bureau (“CFPB”), in consultation with the

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state financial regulators (collectively, the “agencies”) issued a joint interagency statement (issued March 22, 2020; revised statement issued April 7, 2020). Some of the provisions applicable to the Company include, but are not limited to:

●

Accounting for Loan Modifications - Loan modifications that do not meet the conditions of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. The agencies confirmed with the Financial Accounting Standards Board (“FASB”) staff that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs. This includes short-term (e.g., three months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or insignificant delays in payment.

●

Past Due Reporting - With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral. A loan’s payment date is governed by the due date stipulated in the legal agreement. If a financial institution agrees to a payment deferral, these loans would not be considered past due reporting during the period of the deferral.

●

Nonaccrual Status - During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified.

The Company began offering short-term loan modifications to assist borrowers during the COVID-19 pandemic. These modifications generally involve principal and/or interest payment deferrals for up to six months. These modifications generally meet the criteria of both Section 4013 of the CARES Act and the joint interagency statement, and therefore, the Company does not account for such loan modifications as TDRs. As the COVID-19 pandemic persists in negatively impacting the economy, the Company continues to offer additional loan modifications to borrowers struggling as a result of COVID-19. Similar to the initial modifications granted, the additional round of loan modifications are granted specifically under Section 4013 of the CARES Act and generally involve principal and/or interest payment deferrals for up to an additional six months for commercial and consumer loans, and principal-only deferrals for up to an additional 12 months for selected commercial loans. On August 3, 2020, the Federal Financial Institutions Examination Council on behalf of its members (collectively “the FFIEC members”) issued a joint statement on additional loan accommodations related to COVID-19. The joint statement clarifies that for loan modifications in which Section 4013 is being applied, subsequent modifications could also be eligible under Section 4013. To be eligible, each loan modification must be (1) related to the COVID-19 event; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. The December 31, 2020 deadline was subsequently extended to January 1, 2022, by the CAA. Substantially all of the Company’s additional round of loan modifications granted under Section 4013 of the CARES Act are in compliance with the aforementioned FFIEC requirements. Accordingly, the Company does not account for such loan modifications as TDRs.

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Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and similar instruments) and net investments in leases recognized by a lessor. For debt securities with other-than-temporary impairment (“OTTI”), the guidance will be applied prospectively. Existing purchased credit impaired (“PCI”) assets will be grandfathered and classified as purchased credit deteriorated (“PCD”) assets at the date of adoption. The assets will be grossed up for the allowance of expected credit losses for all PCD assets at the date of adoption and will continue to recognize the noncredit discount in interest income based on the yield of such assets as of the adoption date. Subsequent changes in expected credit losses will be recorded through the allowance. Adoption is effective for interim and annual reporting periods beginning after December 15, 2022. Early adoption is permitted; however, we plan to adopt ASU 2016-13 on January 1, 2023. The Company has selected a software solution supported by a third-party vendor to be used in developing an expected credit loss model compliant with ASU 2016-13. The Company has also contracted with a third-party vendor to assist with our CECL implementation and help establish the necessary policies and procedures to be fully compliant with ASU 2016-13. We will continue to evaluate the impact of this new accounting standard through its effective date.

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The Company has further evaluated other Accounting Standards Updates issued during ~~2021~~2022 to date but does not expect updates other than those summarized above to have a material impact on the consolidated financial statements.

NOTE 2 – INVESTMENT SECURITIES

The amortized costs, gross unrealized gains and losses, and estimated fair values of securities available for sale as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are summarized as follows:


	September 30, 2021								March 31, 2022
	Gross		Gross		Gross		Estimated		Gross		Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Obligations of U.S. Government entities and agencies	$	7,146	$	—	$	—	$	7,146	$	6,729	$	—	$	—	$	6,729
States and political subdivisions		8,181		214		(22)		8,373		8,157		3		(590)		7,570
Mortgage-backed GSE residential		972		16		—		988		10,431		—		(844)		9,587
Total	$	16,299	$	230	$	(22)	$	16,507	$	25,317	$	3	$	(1,434)	$	23,886


	December 31, 2020								December 31, 2021
	Gross		Gross		Gross		Estimated		Gross		Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Obligations of U.S. Government entities and agencies	$	9,306	$	—	$	—	$	9,306	$	6,949	$	—	$	—	$	6,949
States and political subdivisions		7,182		247		—		7,429		8,169		203		(11)		8,361
Mortgage-backed GSE residential		1,368		14		—		1,382		10,562		11		(150)		10,423
Total	$	17,856	$	261	$	—	$	18,117	$	25,680	$	214	$	(161)	$	25,733

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The amortized costs and estimated fair values of investment securities available for sale at ~~September 30, 2021~~March 31, 2022 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Securities Available for Sale				Securities Available for Sale
	Amortized		Estimated		Amortized		Estimated
(Dollars in thousands)	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	7,411	$	7,411	$	5,961	$	5,961
Due after one year but less than five years		1,971		2,051		2,010		2,012
Due after five years but less than ten years		5,945		6,057		1,175		1,082
Due in more than ten years		—		—		5,740		5,244
Mortgage-backed GSE residential		972		988		10,431		9,587
Total	$	16,299	$	16,507	$	25,317	$	23,886

There were 0 securities pledged as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 to secure public deposits and repurchase agreements. There were 0 securities sold during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Information pertaining to securities with gross unrealized losses at ~~September 30,~~March 31, 2022 and December 31, 2021 aggregated by investment category and length of time that individual securities have been in a continuous loss position, are summarized in the table below. ~~There were 0 securities in an~~ ~~unrealized~~ ~~loss position at December 31, 2020.~~


	September 30, 2021								March 31, 2022
	Twelve Months or Less				Over Twelve Months				Twelve Months or Less				Over Twelve Months
	Gross		Estimated		Gross		Estimated		Gross		Estimated		Gross		Estimated
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(Dollars in thousands)	Losses		Value		Losses		Value		Losses		Value		Losses		Value
States and political subdivisions	$	22	$	2,196	$	—	$	—	$	590	$	6,589	$	—	$	—
Mortgage-backed GSE residential										844		9,587
Total	$	22	$	2,196	$	—	$	—	$	1,434	$	16,176	$	—	$	—


	December 31, 2021
	Twelve Months or Less				Over Twelve Months
	Gross		Estimated		Gross		Estimated
	Unrealized		Fair		Unrealized		Fair
(Dollars in thousands)	Losses		Value		Losses		Value
States and political subdivisions	$	11	$	2,201	$	—	$	—
Mortgage-backed GSE residential		150		9,530		—		—
Total	$	161	$	11,731	$	—	$	—

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Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

At ~~September 30, 2021,~~March 31, 2022, the 218 securities available for sale with an unrealized loss have depreciated ~~0.99%~~8.15% from the Company’s amortized cost basis. These securities have not been in a loss position for greater than twelve months.

State and political subdivisions. The Company’s unrealized loss on 29 investments in state and political subdivision bonds relate to interest rate increases. Management currently does not believe it is probable that it will be unable to collect all amounts due according to the contractual terms of these investments. Because the Company does not plan to sell these investments, and because it is not more likely than not that the Company will be required to sell these investments before the recovery of the par value, which may be at maturity, management does not consider these investments to be other-than-temporarily impaired at ~~September 30, 2021.~~March 31, 2022.

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Mortgage-backed GSE residential. The Company’s unrealized loss on 9 investments in residential GSE mortgage-backed securities was caused by interest rate increases. The contractual cash flows of the investment are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the security would not be settled at a price less than the amortized cost base of the Company’s investment. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has no immediate plans to sell the investment, and because it is not more likely than not that the Company will be required to sell the investment before recovery of their amortized cost base, which may be maturity, management does not consider this investment to be other-than-temporarily impaired at March 31, 2022.

Equity Securities

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had equity securities with carrying values totaling ~~$993,000~~$11.0 and ~~$0,~~$11.4 million, respectively. The equity securities consist of our investment in a market-rate bond mutual fund that invests in high quality fixed income bonds, mainly government agency securities whose proceeds are designed to positively impact community development throughout the United States. The mutual fund focuses exclusively on providing affordable housing to low- and moderate-income borrowers and renters, including those in Majority Minority Census Tracts.

During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, we recognized an unrealized loss of ~~$7,000~~$362,000 in net income on our equity securities. The unrealized loss is recorded in Other Expenses on the Consolidated Statements of Income. NaN unrealized gains or losses on equity securities were recognized in net income during the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

NOTE 3 – LOANS AND ALLOWANCE FOR LOAN LOSSES

Major classifications of loans at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are summarized as follows:


	September 30,		December 31,		March 31,		December 31,
(Dollars in thousands)	2021		2020		2022		2021
Construction and development	$	64,140	$	45,653	$	38,683	$	38,857
Commercial real estate		503,417		477,419		567,031		520,488
Commercial and industrial		82,099		137,239		66,073		73,072
Residential real estate		1,718,593		974,445		1,846,434		1,879,012
Consumer and other		238		183		130		79
Total loans receivable		2,368,487		1,634,939		2,518,351		2,511,508
Unearned income		(6,782)		(4,595)		(6,051)		(6,438)
Allowance for loan losses		(16,445)		(10,135)		(16,674)		(16,952)
Loans, net	$	2,345,260	$	1,620,209	$	2,495,626	$	2,488,118

Included in the commercial and industrial loans are PPP loans totaling ~~$42.0~~$19.8 million and ~~$92.4~~$31.0 million as of ~~September 30, 2021~~March 31, 2022 and December 31 ~~2020,~~2021, respectively.

The Company is not committed to lend additional funds to borrowers with non-accrual or restructured loans.

In the normal course of business, the Company may sell and purchase loan participations to and from other financial institutions and related parties. Loan participations are typically sold to comply with the legal lending limits per borrower as imposed by regulatory authorities. The participations are sold without recourse and the Company imposes no transfer or ownership restrictions on the purchaser.

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A summary of changes in the allowance for loan losses by portfolio segment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ is as follows:


	Three Months Ended September 30, 2021														Three Months Ended March 31, 2022
	Construction														Construction
	and		Commercial		Commercial		Residential		Consumer						and		Commercial		Commercial		Residential		Consumer
(Dollars in thousands)	Development		Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total		Development		Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total
Allowance for loan losses:
Beginning balance	$	211	$	7,162	$	599	$	5,888	$	—	$	—	$	13,860	$	100	$	4,146	$	4,989	$	7,717	$	—	$	—	$	16,952
Charge-offs		—		—		—		—		—		—		—		—		—		(390)		—		—		—		(390)
Recoveries		—		4		—		—		2		—		6		—		2		1		—		5		—		8
Provision		19		(3,246)		4,601		1,207		(2)		—		2,579		(7)		146		(159)		(93)		—		217		104
Ending balance	$	230	$	3,920	$	5,200	$	7,095	$	—	$	—	$	16,445	$	93	$	4,294	$	4,441	$	7,624	$	5	$	217	$	16,674

Three Months Ended September 30, 2020

Construction

and

Commercial

Commercial

Residential

Consumer

(Dollars in thousands)

Development

Real Estate

and Industrial

Real Estate

and Other

Unallocated

Total
Allowance for loan losses:

Beginning balance

$
263

$
3,768

$
404

$
3,423

$
36

$
—

$
7,894
Charge-offs

—

—

—

—

(17)

—

(17)
Recoveries

—

3

—

—

9

—

12
Provision

(113)

1,381

(79)

272

(11)

—

1,450
Ending balance

$
150

$
5,152

$
325

$
3,695

$
17

$
—

$
9,339

Nine Months Ended September 30, 2021

Construction

and

Commercial

Commercial

Residential

Consumer

(Dollars in thousands)

Development

Real Estate

and Industrial

Real Estate

and Other

Unallocated

Total
Allowance for loan losses:

Beginning balance

$
178

$
5,161

$
438

$
4,350

$
8

$
—

$
10,135
Charge-offs

—

(26)

(64)

—

—

—

(90)
Recoveries

—

10

—

—

7

—

17
Provision

52

(1,225)

4,826

2,745

(15)

—

6,383
Ending balance

$
230

$
3,920

$
5,200

$
7,095

$
—

$
—

$
16,445


	Nine Months Ended September 30, 2020														Three Months Ended March 31, 2021
	Construction														Construction
	and		Commercial		Commercial		Residential		Consumer						and			Commercial		Commercial		Residential		Consumer
(Dollars in thousands)	Development		Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total		Development			Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total
Allowance for loan losses:
Beginning balance	$	131	$	2,320	$	448	$	3,457	$	91	$	392	$	6,839	$	178	��	$	5,161	$	438	$	4,350	$	8	$	—	$	10,135
Charge-offs		—		—		—		—		(89)		—		(89)		—			—		(4)		—		—		—		(4)
Recoveries		—		8		25		—		45		—		78		—			3		—		—		2		—		5
Provision		19		2,824		(148)		238		(30)		(392)		2,511		12			574		174		792		(10)		57		1,599
Ending balance	$	150	$	5,152	$	325	$	3,695	$	17	$	—	$	9,339	$	190		$	5,738	$	608	$	5,142	$	—	$	57	$	11,735

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The following tables present, by portfolio segment, the balance in the allowance for loan losses disaggregated on the basis of the Company’s impairment measurement method and the related unpaid principal balance in loans as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.


	September 30, 2021														March 31, 2022
	Construction														Construction
	and		Commercial		Commercial		Residential		Consumer						and		Commercial		Commercial		Residential		Consumer
(Dollars in thousands)	Development		Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total		Development		Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total
Allowance for loan losses:
Individually evaluated for impairment	$	—	$	286	$	—	$	—	$	—	$	—	$	286	$	—	$	79	$	47	$	—	$	—	$	—	$	126
Collectively evaluated for impairment		230		3,634		5,200		7,095		—		—		16,159		93		4,215		4,394		7,624		5		217		16,548
Acquired with deteriorated credit quality		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total ending allowance balance	$	230	$	3,920	$	5,200	$	7,095	$	—	$	—	$	16,445	$	93	$	4,294	$	4,441	$	7,624	$	5	$	217	$	16,674
Loans:
Individually evaluated for impairment	$	—	$	4,460	$	231	$	4,671	$	—	$	—	$	9,362	$	—	$	6,341	$	171	$	5,894	$	—	$	—	$	12,406
Collectively evaluated for impairment		63,826		497,080		80,062		1,711,137		238		—		2,352,343		38,463		558,728		65,329		1,837,244		130		—		2,499,894
Acquired with deteriorated credit quality		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total ending loans balance	$	63,826	$	501,540	$	80,293	$	1,715,808	$	238	$	—	$	2,361,705	$	38,463	$	565,069	$	65,500	$	1,843,138	$	130	$	—	$	2,512,300


	December 31, 2020														December 31, 2021
	Construction														Construction
	and		Commercial		Commercial		Residential		Consumer						and		Commercial		Commercial		Residential		Consumer
(Dollars in thousands)	Development		Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total		Development		Real Estate		and Industrial		Real Estate		and Other		Unallocated		Total
Allowance for loan losses:
Individually evaluated for impairment	$	—	$	444	$	56	$	—	$	—	$	—	$	500	$	—	$	242	$	434	$	—	$	—	$	—	$	676
Collectively evaluated for impairment		178		4,717		382		4,350		—		—		9,627		100		3,904		4,555		7,717		—		—		16,276
Acquired with deteriorated credit quality		—		—		—		—		8		—		8		—		—		—		—		—		—		—
Total ending allowance balance	$	178	$	5,161	$	438	$	4,350	$	8	$	—	$	10,135	$	100	$	4,146	$	4,989	$	7,717	$	—	$	—	$	16,952
Loans:
Individually evaluated for impairment	$	—	$	6,245	$	322	$	7,309	$	—	$	—	$	13,876	$	—	$	6,395	$	565	$	4,889	$	—	$	—	$	11,849
Collectively evaluated for impairment		45,497		469,322		134,330		967,136		141		—		1,616,426		38,567		512,253		71,419		1,870,903		—		79		2,493,221
Acquired with deteriorated credit quality		—		—		—		—		42		—		42		—		—		—		—		—		—		—
Total ending loans balance	$	45,497	$	475,567	$	134,652	$	974,445	$	183	$	—	$	1,630,344	$	38,567	$	518,648	$	71,984	$	1,875,792	$	—	$	79	$	2,505,070

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Impaired loans as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, by portfolio segment, are as follows. The recorded investment consists of the unpaid total principal balance plus accrued interest receivable.


	Unpaid		Recorded		Recorded						Unpaid		Recorded		Recorded
	Total		Investment		Investment		Total				Total		Investment		Investment		Total
(Dollars in thousands)	Principal		With No		With		Recorded		Related		Principal		With No		With		Recorded		Related
September 30, 2021	Balance		Allowance		Allowance		Investment		Allowance
March 31, 2022											Balance		Allowance		Allowance		Investment		Allowance
Construction and development	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate		4,460		2,915		1,567		4,482		286		6,341		5,414		936		6,350		79
Commercial and industrial		231		235		—		235		—		171		24		147		171		47
Residential real estate		4,671		4,671		—		4,671		—		5,894		5,894		—		5,894		—
Total	$	9,362	$	7,821	$	1,567	$	9,388	$	286	$	12,406	$	11,332	$	1,083	$	12,415	$	126


	Unpaid		Recorded		Recorded						Unpaid		Recorded		Recorded
	Total		Investment		Investment		Total				Total		Investment		Investment		Total
(Dollars in thousands)	Principal		With No		With		Recorded		Related		Principal		With No		With		Recorded		Related
December 31, 2020	Balance		Allowance		Allowance		Investment		Allowance
December 31, 2021											Balance		Allowance		Allowance		Investment		Allowance
Construction and development	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate		6,245		3,768		2,505		6,273		444		6,395		5,451		957		6,408		242
Commercial and industrial		322		232		94		326		56		565		25		585		610		434
Residential real estate		7,309		7,309		—		7,309		—		4,889		4,889		—		4,889		—
Total	$	13,876	$	11,309	$	2,599	$	13,908	$	500	$	11,849	$	10,365	$	1,542	$	11,907	$	676

The average recorded investment in impaired loans and interest income recognized on the cash and accrual basis for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ by portfolio segment, are summarized in the tables below.


	Three Months Ended September 30,								Three Months Ended March 31,
	2021				2020				2022				2021
	Average		Interest		Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
(Dollars in thousands)	Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
Construction and development	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial real estate		4,457		45		8,373		118		6,372		104		6,099		4
Commercial and industrial		234		3		246		4		466		—		316		157
Residential real estate		4,963		13		6,784		8		5,687		13		7,158		55
Total	$	9,654	$	61	$	15,403	$	130	$	12,525	$	117	$	13,573	$	216

Nine Months Ended September 30,

2021

2020

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income
(Dollars in thousands)

Investment

Recognized

Investment

Recognized
Construction and development

$
—

$
—

$
136

$
—
Commercial real estate

5,303

202

7,315

442
Commercial and industrial

268

9

470

20
Residential real estate

6,147

30

7,343

73
Total

$
11,718

$
241

$
15,264

$
535

A primary credit quality indicator for financial institutions is delinquent balances. Delinquencies are updated on a daily basis and are continuously monitored. Loans are placed on nonaccrual status as needed based on repayment status and consideration of accounting and regulatory guidelines. Nonaccrual balances are updated and reported on a daily basis. Following are the delinquent amounts, by portfolio segment, as of March 31, 2022 and December 31, 2021:


					Accruing		Total				Total
(Dollars in thousands)					Greater than		Accruing				Financing
March 31, 2022	Current		30-89 Days		90 Days		Past Due		Nonaccrual		Receivables
Construction and development	$	38,463	$	—	$	—	$	—	$	—	$	38,463
Commercial real estate		559,081		2,528		—		2,528		3,460		565,069
Commercial and industrial		65,104		244		—		244		152		65,500
Residential real estate		1,827,469		9,775		—		9,775		5,894		1,843,138
Consumer and other		130		—		—		—		—		130
Total	$	2,490,247	$	12,547	$	—	$	12,547	$	9,506	$	2,512,300

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Accruing

Total

Total
(Dollars in thousands)

Greater than

Accruing

Financing
September 30, 2021

Current

30-89 Days

90 Days

Past Due

Nonaccrual

Receivables
Construction and development

$
63,826

$
—

$
—

$
—

$
—

$
63,826
Commercial real estate

500,285

—

—

—

1,255

501,540
Commercial and industrial

80,264

—

—

—

29

80,293
Residential real estate

1,709,424

1,713

—

1,713

4,671

1,715,808
Consumer and other

238

—

—

—

—

238
Total

$
2,354,037

$
1,713

$
—

$
1,713

$
5,955

$
2,361,705

Accruing

Total

Total
(Dollars in thousands)

Greater than

Accruing

Financing
December 31, 2020

Current

30-89 Days

90 Days

Past Due

Nonaccrual

Receivables
Construction and development

$
45,497

$
—

$
—

$
—

$
—

$
45,497
Commercial real estate

472,707

—

—

—

2,860

475,567
Commercial and industrial

134,463

155

—

155

34

134,652
Residential real estate

946,144

20,992

—

20,992

7,309

974,445
Consumer and other

183

—

—

—

—

183
Total

$
1,598,994

$
21,147

$
—

$
21,147

$
10,203

$
1,630,344

~~(1)~~

~~For the tables above, nonperforming and past due loans exclude COVID-19 loan modifications.~~


					Accruing		Total				Total
(Dollars in thousands)					Greater than		Accruing				Financing
December 31, 2021	Current		30-89 Days		90 Days		Past Due		Nonaccrual		Receivables
Construction and development	$	38,567	$	—	$	—	$	—	$	—	$	38,567
Commercial real estate		514,179		752		—		752		3,717		518,648
Commercial and industrial		70,702		788		342		1,130		152		71,984
Residential real estate		1,859,615		11,287		—		11,287		4,890		1,875,792
Consumer and other		79		—		—		—		—		79
Total	$	2,483,142	$	12,827	$	342	$	13,169	$	8,759	$	2,505,070

The Company utilizes a ten grade loan rating system for its loan portfolio as follows:

●

Loans rated Pass – Loans in this category have low to average risk. There are six loan risk ratings (grades 1-6) included in loans rated Pass.

●

Loans rated Special Mention – Loans do not presently expose the Company to a sufficient degree of risk to warrant adverse classification, but do possess deficiencies deserving close attention.

●

Loans rated Substandard – Loans are inadequately protected by the current credit-worthiness and paying capability of the obligor or of the collateral pledged, if any.

●

Loans rated Doubtful – Loans which have all the weaknesses inherent in loans classified Substandard, with the added characteristic that the weaknesses make collections or liquidation in full, or on the basis of currently known facts, conditions and values, highly questionable or improbable.

●

Loans rated Loss – Loans classified Loss are considered uncollectible and such little value that their continuance as bankable assets is not warranted.

Loan grades are monitored regularly and updated as necessary based upon review of repayment status and consideration of periodic updates regarding the borrower’s financial condition and capacity to meet contractual requirements.

The following presents the Company’s loans, included purchased loans, by risk rating based on the most recent information available:


	Construction
(Dollars in thousands)	and		Commercial		Commercial		Residential		Consumer
March 31, 2022	Development		Real Estate		and Industrial		Real Estate		and Other		Total
Rating:
Pass	$	38,463	$	544,885	$	57,399	$	1,837,068	$	130	$	2,477,945
Special Mention⁽¹⁾		—		13,832		7,795		—		—		21,627
Substandard		—		6,352		306		6,070		—		12,728
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	38,463	$	565,069	$	65,500	$	1,843,138	$	130	$	2,512,300


	Construction
(Dollars in thousands)	and		Commercial		Commercial		Residential		Consumer
December 31, 2021	Development		Real Estate		and Industrial		Real Estate		and Other		Total
Rating:
Pass	$	38,567	$	499,135	$	64,226	$	1,870,902	$	79	$	2,472,909
Special Mention⁽¹⁾		—		13,884		7,053		—		—		20,937
Substandard		—		5,629		705		4,890		—		11,224
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	38,567	$	518,648	$	71,984	$	1,875,792	$	79	$	2,505,070

(1)

All of the loans classified as Special Mention at March 31, 2022 and December 31, 2021 have been heavily impacted by the ongoing COVID pandemic. While all of these loans are performing, we elected to classify as Special Mention as an abundance of caution as we closely monitor the performance of the underlying businesses.

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~~The following presents the Company’s loans, included purchased loans, by risk rating based on the most recent information available:~~

Construction

(Dollars in thousands)

and

Commercial

Commercial

Residential

Consumer

September 30, 2021

Development

Real Estate

and Industrial

Real Estate

and Other

Total
Rating:












Pass

$
63,826

$
496,752

$
79,596

$
1,710,658

$
238

$
2,351,070
Special Mention

—

—

—

—

—

—
Substandard

—

4,788

697

5,150

—

10,635
Doubtful

—

—

—

—

—

—
Loss

—

—

—

—

—

—
Total

$
63,826

$
501,540

$
80,293

$
1,715,808

$
238

$
2,361,705

Construction

(Dollars in thousands)

and

Commercial

Commercial

Residential

Consumer

December 31, 2020

Development

Real Estate

and Industrial

Real Estate

and Other

Total
Rating:












Pass

$
45,497

$
469,968

$
133,852

$
967,136

$
183

$
1,616,636
Special Mention

—

—

—

—

—

—
Substandard

—

5,599

800

7,309

—

13,708
Doubtful

—

—

—

—

—

—
Loss

—

—

—

—

—

—
Total

$
45,497

$
475,567

$
134,652

$
974,445

$
183

$
1,630,344

Troubled Debt Restructures:

The restructuring of a loan is considered a “troubled debt restructuring” or “TDR” if both (i) the borrower is experiencing financial difficulties and (ii) the Company has granted a concession. Under certain circumstances, it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in an unfavorable real estate market. When we have modified the terms of a loan, we usually either reduce or defer payments for a period of time. We have not forgiven any material principal amounts on any loan modifications to date. Nonperforming TDRs are generally placed on non-accrual under the same criteria as all other loans.

TDRs as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 quantified by loan type classified separately as accrual and nonaccrual are presented in the table below.


(Dollars in thousands)
September 30, 2021	Accruing		Nonaccrual		Total
March 31, 2022							Accruing		Nonaccrual		Total
Commercial real estate	$	2,706	$	479	$	3,185	$	2,882	$	233	$	3,115
Commercial and industrial		20		—		20		19		—		19
Total	$	2,726	$	479	$	3,205	$	2,901	$	233	$	3,134


(Dollars in thousands)
December 31, 2020	Accruing		Nonaccrual		Total
December 31, 2021							Accruing		Nonaccrual		Total
Commercial real estate	$	2,870	$	479	$	3,349	$	2,678	$	479	$	3,157
Commercial and industrial		21		1		22		20		—		20
Total	$	2,891	$	480	$	3,371	$	2,698	$	479	$	3,177

Our policy is to return nonaccrual TDR loans to accrual status when all the principal and interest amounts contractually due, pursuant to its modified terms, are brought current and future payments are reasonably assured. Our policy also considers payment history of the borrower, but is not dependent upon a specific number of payments. The Company allocated a specific reserve of ~~$240,000~~$79,000 and ~~$296,000~~$242,000 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, and

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recognized 0 partial charge offs on the TDR loans described above during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. NaN TDRs defaulted during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

We did 0t modify any loans as a troubled debt restructuring during the three ~~and nine~~ months ended ~~September 30, 2021. During~~March 31, 2022 or during the year ended December 31, ~~2020, we modified 1 commercial real estate loan as a troubled debt restructuring. The total recorded investment in the modified loan was $493,000 as of December~~2021. At March 31, ~~2020. The modification of these loans did not result in a permanent reduction of the recorded investment in the loan, but did result in a payment deferment period on the loans. At September 30, 2021,~~2022, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled debt restructurings.

Loans are modified to minimize loan losses when we believe the modification will improve the borrower’s financial condition and ability to repay the loan. We typically do not forgive principal. We generally either defer or decrease monthly payments for a temporary period of time. A summary of the types of concessions for loans classified as troubled debt restructurings are presented in the table below:


(Dollars in thousands)	September 30,		December 31,		March 31,		December 31,
Type of Concession	2021		2020		2022		2021
Deferral of payments	$	492	$	505	$	485	$	488
Extension of maturity date		2,713		2,866		2,649		2,689
Total TDR loans	$	3,205	$	3,371	$	3,134	$	3,177

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The following table presents loans by portfolio segment modified as TDRs and the corresponding recorded investment, which includes accrued interest and fees, as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
(Dollars in thousands)	Number of	Recorded		Number of	Recorded		Number of	Recorded		Number of	Recorded
Type	Loans	Investment		Loans	Investment		Loans	Investment		Loans	Investment
Commercial real estate	4	$	3,197	5	$	3,364	5	$	3,124	4	$	3,170
Commercial and industrial	1		21	2		23	1		19	1		20
Total	5	$	3,218	7	$	3,387	6	$	3,143	5	$	3,190

Modifications in Response to COVID-19

Certain borrowers are currently unable to meet their contractual payment obligations because of the adverse effects of COVID-19. To help mitigate these effects, loan customers may apply for a deferral of payments, or portions thereof, for up to three months. In the absence of other intervening factors, such short-term modifications made on a good faith basis are not categorized as troubled debt restructurings, nor are loans granted payment deferrals related to COVID-19 reported as past due or placed on nonaccrual status (provided the loans were not past due or on nonaccrual status prior to the deferral). See Note 1 - Summary of Significant Accounting Policies for more information.

As of ~~September 30,~~March 31, 2022 and December 31, 2021, non-SBA commercial loans ~~and residential mortgages~~ with outstanding balances of ~~$8.1~~$6.6 million and ~~$2.5~~$8.1 million, respectively, were under approved payment deferrals. As of ~~September 30,~~March 31, 2022 and December 31, 2021, SBA loans with outstanding gross loan balance totaling ~~$11.7~~$5.4 million ($~~2.9~~1.4 million unguaranteed book balance) ~~had been~~and $6.5 million ($1.6 million unguaranteed book balance), respectively, were under approved ~~for three month~~ payment deferrals. NaN residential mortgages were under approved payment deferrals as of March 31, 2022 and December 31, 2021.

As of ~~September 30, 2021,~~March 31, 2022, there were no deferred loans that were delinquent or on nonaccrual ~~status~~status. The 1 non-SBA commercial loan and ~~none~~the 3 SBA loans under payment deferrals at March 31, 2022 were ~~risk~~ rated “special mention” ~~or worse.~~. The Company evaluates its deferred loans after the initial deferral period and will either return to the original loan terms or the loan will be reassessed at that time to determine if a further deferment should be granted and if a further downgrade in risk rating is ~~appropriate.~~appropriate..

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NOTE 4 – SBA AND USDA LOAN SERVICING

The Company sells the guaranteed portion of certain SBA and USDA loans it originates and continues to service the sold portion of the loan. The portion of the loans sold are not included in the financial statements of the Company. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the unpaid principal balances of serviced loans totaled ~~$549.8~~$528.2 million and ~~$507.4~~$543.0 million, respectively.

Activity for SBA loan servicing rights are as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
(Dollars in thousands)	2021		2020		2021		2020		2022		2021
Beginning of period	$	10,983	$	8,422	$	9,488	$	8,162	$	10,091	$	9,488
Change in fair value		(228)		1,581		1,267		1,841		304		886
End of period, fair value	$	10,755	$	10,003	$	10,755	$	10,003	$	10,395	$	10,374

Fair value at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was determined using discount rates ranging from ~~4.55%~~6.79% to ~~10.18%~~10.94% and ~~4.67%~~7.57% to ~~10.89%~~12.25%, respectively, and prepayment speeds ranging from ~~14.89%~~12.46% to ~~19.69%~~17.19% and ~~14.04%~~14.43% to ~~17.71%~~17.12%, respectively, depending on the stratification of the specific right. Average default rates are based on the industry average for the applicable NAICS/SIC code.

The aggregate fair market value of the interest only strips included in SBA servicing assets was ~~$161,000~~$159,000 and ~~$155,000~~$143,000 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Comparable market values and a valuation model that

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calculates the present value of future cash flows were used to estimate fair value. For purposes of fair value measurement, risk characteristics including product type and interest rate, were used to stratify the originated loan servicing rights.

NOTE 5 – RESIDENTIAL MORTGAGE LOAN SERVICING

Residential mortgage loans serviced for others are not reported as assets. The outstanding principal of these loans at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was ~~$669.4~~$605.1 million and ~~$961.7~~$608.2 million, respectively.

Activity for mortgage loan servicing rights and the related valuation allowance are as follows:


(Dollars in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
Mortgage loan servicing rights:	2021		2020		2021		2020		2022		2021
Beginning of period	$	9,529	$	16,064	$	12,991	$	18,068	$	7,747	$	12,991
Additions		—		—		—		984		413		—
Amortization expense		(1,356)		(1,376)		(4,415)		(4,011)		(1,310)		(1,469)
Valuation allowance		420		(89)		17		(442)		75		200
End of period, carrying value	$	8,593	$	14,599	$	8,593	$	14,599	$	6,925	$	11,722


(Dollars in thousands)		For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
Valuation allowance:		2021		2020		2021		2020		2022		2021
Beginning balance	��	$	1,044	$	353	$	641	$	—	$	163	$	641
Additions expensed			—		89		603		442		—		—
Reductions credited to operations			(420)		—		(620)		—		(75)		(200)
Direct write-downs			—		—		—		—		—		—
Ending balance		$	624	$	442	$	624	$	442	$	88	$	441

The fair value of servicing rights was ~~$8.7 million and $13.1~~$7.9 million at ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively.~~2021. Fair value at ~~September 30, 2021~~March 31, 2022 was determined by using a discount rate of ~~13.5%~~12.29%, prepayment speeds of ~~21.9%~~20.15%, and a weighted average default rate of ~~1.18%~~1.24%. Fair value at December 31, ~~2020~~2021 was determined using a discount rate of ~~14%~~13.50%, prepayment speeds of ~~20.7%~~21.79%, and a weighted average default rate of ~~1.16%~~1.22%.

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NOTE 6 – FEDERAL HOME LOAN BANK ADVANCES & OTHER BORROWINGS

Advances from the Federal Home Loan Bank (“FHLB”) at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are summarized as follows:


(Dollars in thousands)	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Fixed rate advance maturing January 22, 2021; fixed rate of 0.22%	$	—	$	30,000
Fixed rate advance maturing October 4, 2021; fixed rate of 0.18%		50,000		—
Convertible advance maturing August 6, 2029; fixed rate of 0.85%		20,000		20,000	$	20,000	$	20,000
Convertible advance maturing November 7, 2029; fixed rate of 0.68%		30,000		30,000		30,000		30,000
Convertible advance maturing December 5, 2029; fixed rate of 0.75%		10,000		10,000		10,000		10,000
Convertible advance maturing February 1, 2030; fixed rate of 0.59%		20,000		20,000		20,000		20,000
Convertible advance maturing June 17, 2031; fixed rate of 0.05%		50,000		—
Convertible advance maturing June 30, 2031; fixed rate of 0.04%		20,000		—
Convertible advance maturing August 18, 2031; fixed rate of 0.025%		50,000		—		—		50,000
Convertible advance maturing September 23, 2031; fixed rate of 0.04%		50,000		—
Convertible advance maturing October 7, 2031; fixed rate of 0.01%						50,000		50,000
Convertible advance maturing October 8, 2031; fixed rate of 0.01%						50,000		50,000
Convertible advance maturing October 20, 2031; fixed rate of 0.01%						150,000		150,000
Convertible advance maturing December 17, 2031; fixed rate of 0.01%						—		50,000
Convertible advance maturing December 23, 2031; fixed rate of 0.01%						50,000		50,000
Convertible advance maturing December 30, 2031; fixed rate of 0.01%						—		20,000
Total FHLB advances	$	300,000	$	110,000	$	380,000	$	500,000

At ~~September 30, 2021,~~March 31, 2022, the Company had maximum borrowing capacity from the FHLB of ~~$756.1~~$933.5 million based on the value of residential real estate loans pledged as collateral.

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At ~~September 30, 2021,~~March 31, 2022, the Company had unsecured federal funds lines available with correspondent banks of approximately $47.5 million. There were 0 advances outstanding on these lines at ~~September 30, 2021.~~March 31, 2022.

At ~~September 30, 2021,~~March 31, 2022, the Company had Federal Reserve Discount Window funds available of approximately $10.0 million. The funds are collateralized by a pool of commercial real estate and commercial and industrial loans totaling ~~$33.9~~$32.4 million as of ~~September 30, 2021.~~March 31, 2022. There were 0 outstanding borrowings on this line as of ~~September 30, 2021.~~March 31, 2022.

The Company sells the guaranteed portion of certain SBA loans it originates and continues to service the sold portion of the loan. The Company sometimes retains an interest only strip or servicing fee that is considered to be more than customary market rates. An interest rate strip can result from a transaction when the market rate of the transaction differs from the stated rate on the portion of the loan sold.

The sold portion of SBA loans that have an interest only strip are considered secured borrowings and are included in other borrowings. Secured borrowings at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were ~~$468,000~~$405,000 and ~~$483,000,~~$459,000, respectively.

NOTE 7 – OPERATING LEASES

The Company has entered into various operating leases for certain branch locations with terms extending through ~~October 2029.~~January 2031. Generally, these leases have initial lease terms of ten years or less. Many of the leases have 1 or more renewal options which typically are for five years at the then fair market rental rates. We assessed these renewal options using a threshold of reasonably certain. For leases where we were reasonably certain to renew, those option periods were included within the lease term, and therefore, the measurement of the right-of-use (“ROU”) asset and lease liability. None of our leases included options to terminate the lease and 0ne had initial terms of 12 months or less (i.e. short-term leases). Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The Company currently does not have any finance leases.

Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental collateralized borrowing rate provided by the FHLB at the lease commencement date. ROU assets are further adjusted for lease incentives, if any. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in occupancy expense in the Consolidated Statements of Income.

The components of lease cost for the three months ended March 31, 2022 and 2021 were as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021
Operating lease cost	$	505	$	553
Variable lease cost		44		46
Short-term lease cost		—		—
Sublease income		—		—
Total net lease cost	$	549	$	599

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comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in occupancy expense in the Consolidated Statements of Income.

~~The components of lease cost for the three and nine months ended September 30, 2021 and 2020 were as follows:~~

Three Months Ended September 30,

Nine Months Ended September 30,
(Dollars in thousands)

2021

2020

2021

2020
Operating lease cost

$
561

$
546

$
1,669

$
1,636
Variable lease cost

40

47

125

142
Short-term lease cost

—

—

—

—
Sublease income

—

—

—

—
Total net lease cost

$
601

$
593

$
1,794

$
1,778

Future maturities of the Company’s operating lease liabilities are summarized as follows:


(Dollars in thousands)
Twelve Months Ended:	Lease Liability		Lease Liability
September 30, 2022	$	1,973
September 30, 2023		2,010
September 30, 2024		1,889
September 30, 2025		1,726
September 30, 2026		1,473
After September 30, 2026		2,136
March 31, 2023			$	1,488
March 31, 2024				1,972
March 31, 2025				1,859
March 31, 2026				1,637
March 31, 2027				1,393
After March 31, 2027				1,911
Total lease payments		11,207		10,260
Less: interest discount		(966)		(815)
Present value of lease liabilities	$	10,241	$	9,445



Supplemental Lease Information	~~September 30, 2021~~March 31, 2022
Weighted-average remaining lease term (years)	~~6.0~~5.6
Weighted-average discount rate	3.06	%


	Nine Months Ended September 30,				Three Months Ended March 31,
(Dollars in thousands)	2021		2020		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases (cash payments)	$	1,474	$	1,535	$	487	$	506
Operating cash flows from operating leases (lease liability reduction)	$	1,229	$	1,257	$	416	$	422
Operating lease right-of-use assets obtained in exchange for leases entered into during the period	$	560	$	131	$	—	$	560

NOTE 8 – INTEREST RATE ~~SWAPS~~DERIVATIVES

During ~~September~~third and fourth quarter of 2021 and the first quarter of 2022, the Company entered into 210 separate interest rate swap agreements with notional amounts totaling $550.0 million. NaN of ~~$50.0 million~~ ~~each. These~~the interest rate swaps are two-year forward three-year term swaps (five-year total term) where cash settlements begin in October ~~2023.~~2023, November 2023, January 2024 or April 2024. The other 4 interest rate swaps are two-year forward two-year term swaps (four-year total term) where cash settlements begin in November 2023 or April 2024. The swap agreements were designated as cash flow hedges of our ~~money market~~ deposit accounts that are indexed to the Federal Funds Effective rate. The swaps are determined to be highly effective since inception and therefore 0 amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps amounted to an unrealized gain of $6.6 million and $46,000 and an unrealized loss of ~~$200,000~~$12,000 and $46,000 at ~~September 30,~~March 31, 2022 and December 31, 2021, respetively. These unrealized gains and islosses are recorded in Other Assets and Other Liabilities on the Consolidated Balance Sheets. The Company expects the hedges to remain highly effective during the remaining terms of the swap.

During October 2021, the Company entered into an interest rate cap agreement with a notional amount of $50.0 million and a cap rate of 2.50%. This interest rate cap is a two-year forward three-year term (five-year total term) where cash settlements begin on November 2023. The interest rate cap was designated as a cash flow hedge of our deposit accounts that are indexed to the Federal Funds Effective rate. The rate cap premium paid by the Company at inception will be amortized on a straight line basis to deposit interest expense over the total term of the interest rate cap agreement. The fair value of the interest rate cap amounted to an unrealized gain of $1.1 million and $321,000 at March 31, 2022 and December 31, 2021, respectively, and are recorded in Other Assets on the Consolidated Balance Sheets.

The Company is exposed to credit related losses in the event of the nonperformance by the counterparties to the interest rate swaps. The Company performs an initial credit evaluation and ongoing monitoring procedures for all counterparties and currently anticipates that all counterparties will be able to fully satisfy their obligation under the

~~Table of Contents~~

contracts. In addition, the Company may require collateral from counterparties in the form of cash deposits in the event that the fair value of the contracts are positive and such fair value for all positions with the counterparty exceeds the credit support thresholds specified by the underlying agreement. Conversely, the Company is required to post cash deposits as

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collateral in the event the fair value of the contracts are negative and are below the credit support thresholds. At ~~September 30, 2021,~~March 31, 2022, there were 0 cash deposits pledged as collateral by the Company.

Summary information for the interest rate swaps designated as cash flow hedges is as follows:


	As of or for the
	Three Months Ended
(Dollars in thousands)	March 31, 2022
Notional Amounts	$	550,000
Weighted-average pay rate		1.82%
Weighted-average receive rate		0.12%
Weighted-average maturity		4.6 years
Weighted-average remaining maturity		4.4 years
Net interest (expense) income	$	—

As of or for the

As of or for the

Nine Months Ended

Year Ended
(Dollars in thousands)

September 30, 2021

December 31, 2021
Notional Amounts

$
100,000

—
Weighted-average pay rate

1.33%

—
Weighted-average receive rate

0.08%

—
Weighted-average maturity

5.0 years

—
Net interest (expense) income

$
—

$
—

Summary information for the interest rate caps designated as cash flow hedges is as follows:


	As of or for the
	Three Months Ended
(Dollars in thousands)	March 31, 2022
Notional Amounts	$	50,000
Rate Cap Premiums		619
Cap Rate		2.50%
Weighted-average maturity		5.0 years
Weighted-average remaining maturity		4.6 years
Net interest (expense) income	$	(31)

NOTE 9 – LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Financial instruments where contract amounts represent credit risk as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 include:


	September 30,		December 31,		March 31,		December 31,
(Dollars in thousands)	2021		2020		2022		2021
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	60,737	$	51,457	$	54,724	$	61,345
Standby letters of credit	$	4,932	$	5,050	$	7,053	$	4,674

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit includes ~~$60.7~~$54.7 million of unused lines of credit and ~~$4.9~~$7.1 million for standby letters of credit as of ~~September 30, 2021.~~March 31, 2022. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the counterparty.

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Standby letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

The Company maintains cash deposits with a financial institution that during the year are in excess of the insured limitation of the Federal Deposit Insurance Corporation. If the financial institution were not to honor its contractual liability, the Company could incur losses. Management is of the opinion that there is not material risk because of the financial strength of the institution.

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NOTE 10 – FAIR VALUE

Financial Instruments Measured at Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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. There are three levels of inputs that may be used to measure fair values:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following presents the assets and liabilities as of September 30, 2021 and December 31, 2020 which are measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, and the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy, for which a nonrecurring change in fair value has been recorded:

September 30, 2021

Total Gains
(Dollars in thousands)

Total

Level 1

Level 2

Level 3

(Losses)
Assets










Recurring fair value measurements:










Securities available for sale:










Obligations of U.S. Government entities and agencies

$
7,146

$
—

$
—

$
7,146


States and political subdivisions

8,373

—

8,373

—


Mortgage-backed GSE residential

988

—

988

—


Total securities available for sale

16,507

—

9,361

7,146



Equity securities

993

993

—

—

SBA servicing asset

10,755

—

—

10,755


Interest only strip

161

—

—

161



$
28,416

$
993

$
9,361

$
18,062

Nonrecurring fair value measurements:








Impaired loans

$
1,473

$
—

$
—

$
1,473

$
(5)

Liabilities

Recurring fair value measurements:

Interest rate swaps

$
200

$
—

$
200

$
—

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December 31, 2020

Total Gains
(Dollars in thousands)

Total

Level 1

Level 2

Level 3

(Losses)
Assets










Recurring fair value measurements:










Securities available for sale:










Obligations of U.S. Government entities and agencies

$
9,306

$
—

$
—

$
9,306


States and political subdivisions

7,429

—

7,429

—


Mortgage-backed GSE residential

1,382

—

1,382

—


Total securities available for sale

18,117

—

8,811

9,306



SBA servicing asset

9,488

—

—

9,488


Interest only strip

155

—

—

155



$
27,760

$
—

$
8,811

$
18,949

Nonrecurring fair value measurements:








Impaired loans

$
2,523

$
—

$
—

$
2,523

$
324
Foreclosed real estate, net

282

—

—

282

(141)

$
2,805

$
—

$
—

$
2,805

$
183

The following presents the assets and liabilities as of March 31, 2022 and December 31, 2021 which are measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, and the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy, for which a nonrecurring change in fair value has been recorded:


	March 31, 2022
									Total Gains
(Dollars in thousands)	Total		Level 1		Level 2		Level 3		(Losses)
Assets
Recurring fair value measurements:
Securities available for sale:
Obligations of U.S. Government entities and agencies	$	6,729	$	—	$	—	$	6,729
States and political subdivisions		7,570		—		7,570		—
Mortgage-backed GSE residential		9,587		—		9,587		—
Total securities available for sale		23,886		—		17,157		6,729

Equity securities		11,024		11,024		—		—
SBA servicing asset		10,395		—		—		10,395
Interest only strip		159		—		—		159
Interest rate derivatives		7,660		—		7,660		—
	$	53,124	$	11,024	$	24,817	$	17,283
Nonrecurring fair value measurements:
Impaired loans	$	930	$	—	$	—	$	930	$	163

Liabilities
Recurring fair value measurements:
Interest rate swaps	$	12	$	—	$	12	$	—


	December 31, 2021
									Total Gains
(Dollars in thousands)	Total		Level 1		Level 2		Level 3		(Losses)
Assets
Recurring fair value measurements:
Securities available for sale:
Obligations of U.S. Government entities and agencies	$	6,949	$	—	$	—	$	6,949
States and political subdivisions		8,361		—		8,361		—
Mortgage-backed GSE residential		10,423		—		10,423		—
Total securities available for sale		25,733		—		18,784		6,949

Equity securities		11,386		11,386		—		—
SBA servicing asset		10,091		—		—		10,091
Interest only strip		143		—		—		143
Interest rate derivatives		367		—		367		—
	$	47,720	$	11,386	$	19,151	$	17,183
Nonrecurring fair value measurements:
Impaired loans	$	947	$	—	$	—	$	947	$	(7)

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The Company used the following methods and significant assumptions to estimate fair value:

Securities, Available for Sale: The Company carries securities available for sale at fair value. For securities where quoted prices are not available (Level 2), the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The investments in the Company’s portfolio are generally not quoted on an exchange but are actively traded in the secondary institutional markets.

The Company owns certain SBA investments for which the fair value is determined using Level 3 hierarchy inputs and assumptions as the trading market for such securities was determined to be “not active.” This determination was based on the limited number of trades or, in certain cases, the existence of no reported trades. Discounted cash flows are calculated by a third party using interest rate curves that are updated to incorporate current market conditions, including prepayment vectors and credit risk. During time when trading is more liquid, broker quotes are used to validate the model.

Equity Securities: The Company carries equity securities at fair value. Equity securities are measured at fair value using quoted market prices on nationally recognized and foreign securities exchanges (Level 1).

SBA Servicing Assets and Interest Only Strip: The fair values of the Company’s servicing assets are determined using Level 3 inputs. All separately recognized servicing assets and servicing liabilities are initially measured at fair value initially and at each reporting date and changes in fair value are reported in earnings in the period in which they occur.

The fair values of the Company’s interest-only strips are determined using Level 3 inputs. When the Company sells loans to others, it may hold interest-only strips, which is an interest that continues to be held by the transferor in the securitized receivable. It may also obtain servicing assets or assume servicing liabilities that are initially measured at fair value. Gain or loss on sale of the receivables depends in part on both (a) the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the interests that continue to be held by the transferor based on their relative fair value at the date of transfer, and (b) the proceeds received. To obtain fair values, quoted market prices are used if available. However, quotes are generally not available for interests that continue to be held by the transferor, so the Company generally estimates fair value based on the future expected cash flows estimated using management’s best estimates of the key assumptions — credit losses and discount rates commensurate with the risks involved.

~~Table of Contents~~

Interest Rate ~~Swaps~~Derivatives: Exchange-traded derivatives are valued using quoted prices and are classified within Level 1 of the valuation hierarchy. However, few classes of derivative contracts are listed on an exchange; thus, the Company’s derivative positions are valued by third parties using their valuation models and confirmed by the Company. Since the model inputs can be observed in a liquid market and the models do not require significant judgement, such derivative contracts are classified within Level 2 of the fair value hierarchy. The Company’s interest rate ~~swap~~derivatives contracts (designated as cash flow hedges) are classified within Level 2.

Under certain circumstances we make adjustments to fair value for our assets and liabilities although they are not measured at fair value on an ongoing basis.

Impaired loans: Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy. Collateral may include real estate, or business assets including equipment, inventory and accounts receivable. The value of real estate collateral is determined based on an appraisal by qualified licensed appraisers hired by the Company. The value of business equipment is based on an appraisal by qualified licensed appraisers hired by the Company if significant, or the equipment’s net book value on the business’ financial statements. Inventory and accounts receivable collateral are valued based on independent field examiner review or aging reports. Appraisals may utilize a single valuation approach or a combination or approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Appraised values

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are reviewed by management using historical knowledge, market considerations, and knowledge of the client and client’s business.

~~Foreclosed real estate~~~~: Foreclosed real estate is adjusted to~~Changes in level 3 fair value ~~upon transfer~~measurements

The table below presents a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the ~~loans to foreclosed real estate. Subsequently, foreclosed real estate is carried~~three months ended March 31, 2022 and 2021:


	Obligations of		SBA
(Dollars in thousands)	U.S. Government		Servicing		Interest Only
Three Months Ended:	Entities and Agencies		Asset		Strip		Liabilities
Fair value, January 1, 2022	$	6,949	$	10,091	$	143	$	—
Total gains included in income		—		304		16		—
Settlements		—		—		—		—
Prepayments/paydowns		(220)		—		—		—
Transfers in and/or out of level 3		—		—		—		—
Fair value, March 31, 2022	$	6,729	$	10,395	$	159	$	—

Fair value, January 1, 2021	$	9,306	$	9,488	$	155	$	—
Total gains included in income		—		886		6		—
Settlements		—		—		—		—
Prepayments/paydowns		(74)		—		—		—
Transfers in and/or out of level 3		—		—		—		—
Fair value, March 31, 2021	$	9,232	$	10,374	$	161	$	—

There were 0 gains or losses included in earnings for securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the ~~lower~~periods presented above. The only activity for these securities were prepayments. There were 0 purchases, sales, or transfers into and out of ~~carrying value or fair value. Fair value is based upon independent market prices or appraised values of the collateral and is classified as nonrecurring~~ Level 3. Adjustments are routinely made in the appraisal process by the independent appraisers engaged by the Company to adjust for differences between the comparable sales. Appraised values are reviewed by management using our market knowledgeThe following table presents quantitative information about recurring Level 3 fair value measures at March 31, 2022 and ~~historical experience.~~December 31, 2021:


	Valuation	Unobservable	General
	Technique	Input	Range
March 31, 2022
Recurring:
Obligations of U.S. Government entities and agencies	Discounted cash flows	Discount rate	0%-3%
SBA servicing asset and interest only strip	Discounted cash flows	Prepayment speed	12.46%-17.19%
		Discount rate	6.79%-10.94%
Nonrecurring:
Impaired loans	Appraised value less estimated selling costs	Estimated selling costs	6%

December 31, 2021
Recurring:
Obligations of U.S. Government entities and agencies	Discounted cash flows	Discount rate	0%-3%
SBA servicing asset and interest only strip	Discounted cash flows	Prepayment speed	14.43%-17.12%
		Discount rate	7.57%-12.25%
Nonrecurring:
Impaired Loans	Appraised value less estimated selling costs	Estimated selling costs	6%

2627

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~~Changes in level 3 fair value measurements~~

The table below presents a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2021 and 2020:

Obligations of

SBA

(Dollars in thousands)

U.S. Government

Servicing

Interest Only

Three Months Ended:

Entities and Agencies

Asset

Strip

Liabilities
Fair value, July 1, 2021

$
7,209

$
10,983

$
172

$
—
Total loss included in income

—

(228)

(11)

—
Settlements

—

—

—

—
Prepayments/paydowns

(63)

—

—

—
Transfers in and/or out of level 3

—

—

—

—
Fair value, September 30, 2021

$
7,146

$
10,755

$
161

$
—

Fair value, July 1, 2020

$
11,575

$
8,422

$
24

$
—
Total gain included in income

—

1,581

146

—
Settlements

—

—

—

—
Prepayments/paydowns

(91)

—

—

—
Transfers in and/or out of level 3

—

—

—

—
Fair value, September 30, 2020

$
11,484

$
10,003

$
170

$
—

Nine Months Ended:

Fair value, January 1, 2021

$
9,306

$
9,488

$
155

$
—
Total gain included in income

—

1,267

6

—
Settlements

—

—

—

—
Prepayments/paydowns

(2,160)

—

—

—
Transfers in and/or out of level 3

—

—

—

—
Fair value, September 30, 2021

$
7,146

$
10,755

$
161

$
—

Fair value, January 1, 2020

$
12,436

$
8,162

$
26

$
—
Total gain included in income

—

1,841

144

—
Settlements

—

—

—

—
Prepayments/paydowns

(952)

—

—

—
Transfers in and/or out of level 3

—

—

—

—
Fair value, September 30, 2020

$
11,484

$
10,003

$
170

$
—

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There were 0 gains or losses included in earnings for securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the periods presented above. The only activity for these securities were prepayments. There were 0 purchases, sales, or transfers into and out of Level 3. The following table presents quantitative information about recurring Level 3 fair value measures at September 30, 2021 and December 31, 2020:


	~~Valuation~~	~~Unobservable~~	~~General~~
	~~Technique~~	~~Input~~	~~Range~~
~~September 30, 2021~~
~~Recurring:~~
~~Obligations of U.S. Government entities and agencies~~	~~Discounted cash flows~~	~~Discount rate~~	~~0%-3%~~
~~SBA servicing asset and interest only strip~~	~~Discounted cash flows~~	~~Prepayment speed~~	~~14.89%-19.69%~~
		~~Discount rate~~	~~4.55%-10.18%~~
~~Nonrecurring:~~
~~Impaired loans~~	~~Appraised value less estimated selling costs~~	~~Estimated selling costs~~	6%

~~December 31, 2020~~
~~Recurring:~~
~~Obligations of U.S. Government entities and agencies~~	~~Discounted cash flows~~	~~Discount rate~~	~~0%-3%~~
~~SBA servicing asset and interest only strip~~	~~Discounted cash flows~~	~~Prepayment speed~~	~~14.04%-17.71%~~
		~~Discount rate~~	~~4.67%-10.89%~~
~~Nonrecurring:~~
~~Impaired Loans~~	~~Appraised value less estimated selling costs~~	~~Estimated selling costs~~	6%
~~Foreclosed real estate~~	~~Appraised value less estimated selling costs~~	~~Estimated selling costs~~	6%

The carrying amounts and estimated fair values of the Company’s financial instruments at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are as follows:


	Carrying			Estimated Fair Value at September 30, 2021							Carrying			Estimated Fair Value at March 31, 2022
(Dollars in thousands)	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
Financial Assets:
Cash, due from banks, and federal funds sold	$	253,289	$	—	$	253,289	$	—	$	253,289	$	424,731	$	—	$	424,731	$	—	$	424,731
Investment securities		17,500		993		9,361		7,146		17,500		34,910		11,024		17,157		6,729		34,910
FHLB stock		12,201		—		—		—		N/A		15,806		—		—		—		N/A
Loans, net		2,345,260		—		—		2,430,158		2,430,158		2,495,626		—		—		2,536,055		2,536,055
Loans held for sale												37,928		—		37,928		—		37,928
Accrued interest receivable		10,737		—		48		10,689		10,737		10,644		—		63		10,581		10,644
SBA servicing assets		10,755		—		—		10,755		10,755		10,395		—		—		10,395		10,395
Interest only strips		161		—		—		161		161		159		—		—		159		159
Mortgage servicing assets		8,593		—		—		8,672		8,672		6,925		—		—		7,851		7,851
Interest rate derivatives												7,660		—		7,660		—		7,660
Financial Liabilities:
Deposits		2,111,827		—		2,112,672		—		2,112,672		2,382,141		—		2,381,665		—		2,381,665
Federal Home Loan Bank advances		300,000		—		300,000		—		300,000		380,000		—		379,924		—		379,924
Other borrowings		468		—		468		—		468		405		—		405		—		405
Accrued interest payable		208		—		208		—		208		207		—		207		—		207
Interest rate swaps		200		—		200		—		200
Interest rate derivatives												12		—		12		—		12

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	Carrying		Estimated Fair Value at December 31, 2020								Carrying		Estimated Fair Value at December 31, 2021
(Dollars in thousands)	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
Financial Assets:
Cash, due from banks, and federal funds sold	$	150,688	$	—	$	150,688	$	—	$	150,688	$	441,341	$	—	$	441,341	$	—	$	441,341
Investment securities		18,117		—		8,811		9,306		18,117		37,119		11,386		18,784		6,949		37,119
FHLB stock		6,147		—		—		—		N/A		19,701		—		—		—		N/A
Loans, net		1,620,209		—		—		1,665,413		1,665,413		2,488,118		—		—		2,561,269		2,561,269
Accrued interest receivable		10,671		—		—		10,671		10,671		11,052		—		100		10,952		11,052
SBA servicing asset		9,488		—		—		9,488		9,488		10,091		—		—		10,091		10,091
Interest only strips		155		—		—		155		155		143		—		—		143		143
Mortgage servicing assets		12,991		—		—		13,069		13,069		7,747		—		—		7,937		7,937
Interest rate derivatives												367		—		367		—		367
Financial Liabilities:
Deposits		1,479,889		—		1,480,777		—		1,480,777		2,263,020		—		2,263,246		—		2,263,246
Federal Home Loan Bank advances		110,000		—		110,000		—		110,000		500,000		—		501,450		—		501,450
Other borrowings		483		—		483		—		483		459		—		459		—		459
Accrued interest payable		222		—		222		—		222		204		—		204		—		204
Interest rate derivatives												46		—		46		—		46

NOTE 11 – REGULATORY MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (“Basel III rules”) became effective for the Bank on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. Under the Basel III rules, the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios. The net unrealized gain or loss on available for sale securities, if any, is not included in computing regulatory capital. Management believes as of ~~September 30, 2021,~~March 31, 2022, the Company and Bank meets all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At September 30, 2021 and December 31, 2020, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

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Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2022 and December 31, 2021, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

The Company’s actual capital amounts (in thousands) and ratios are also presented in the following table:


								To Be Well Capitalized										To Be Well Capitalized
					Minimum Capital Required -			Under Prompt Corrective							Minimum Capital Required -			Under Prompt Corrective
	Actual				Basel III			Action Provisions:			Actual				Basel III			Action Provisions:
(Dollars in thousands)	Amount		Ratio		Amount ≥	Ratio ≥		Amount ≥	Ratio ≥		Amount		Ratio		Amount ≥	Ratio ≥		Amount ≥	Ratio ≥
As of September 30, 2021:
As of March 31, 2022:
Total Capital (to Risk Weighted Assets)
Consolidated	$	281,676	17.64	%	N/A	N/A		N/A	N/A		$	312,293	18.22	%	180,019	10.5	%	171,447	10.0	%
Bank		271,738	17.03	%	167,586	10.5	%	159,605	10.0	%		302,505	17.65	%	179,976	10.5		171,406	10.0
Tier I Capital (to Risk Weighted Assets)
Consolidated		265,231	16.61	%	N/A	N/A		N/A	N/A			295,619	17.24	%	145,730	8.5	%	137,158	8.0	%
Bank		255,293	16.00	%	135,665	8.5	%	127,684	8.0	%		285,831	16.68	%	145,695	8.5		137,125	8.0
Common Tier 1 (CET1)
Consolidated		265,231	16.61	%	N/A	N/A		N/A	N/A			295,619	17.24	%	120,013	7.0	%	111,440	6.5	%
Bank		255,293	16.00	%	111,724	7.0	%	103,743	6.5	%		285,831	16.68	%	119,984	7.0		111,414	6.5
Tier 1 Capital (to Average Assets)
Consolidated		265,231	10.34	%	N/A	N/A		N/A	N/A			295,619	9.46	%	124,996	4.0	%	156,245	5.0	%
Bank		255,293	9.96	%	102,517	4.0	%	128,146	5.0	%		285,831	9.15	%	124,980	4.0		156,225	5.0
As of December 31, 2020:
As of December 31, 2021:
Total Capital (to Risk Weighted Assets)
Consolidated	$	245,128	20.86	%	N/A	N/A		N/A	N/A		$	297,108	17.77	%	175,564	10.5	%	N/A	N/A
Bank		229,493	19.54	%	123,314	10.5	%	117,442	10.0	%		287,258	17.18	%	175,525	10.5		167,166	10.0	%
Tier I Capital (to Risk Weighted Assets)
Consolidated		234,993	20.00	%	N/A	N/A		N/A	N/A			280,156	16.76	%	142,123	8.5	%	N/A	N/A
Bank		219,357	18.68	%	99,826	8.5	%	93,954	8.0	%		270,306	16.17	%	142,091	8.5		133,733	8.0	%
Common Tier 1 (CET1)
Consolidated		234,993	20.00	%	N/A	N/A		N/A	N/A			280,156	16.76	%	117,043	7.0	%	N/A	N/A
Bank		219,357	18.68	%	82,209	7.0	%	76,337	6.5	%		270,306	16.17	%	117,016	7.0		108,658	6.5	%
Tier 1 Capital (to Average Assets)
Consolidated		234,993	13.44	%	N/A	N/A		N/A	N/A			280,156	9.44	%	118,682	4.0	%	N/A	N/A
Bank		219,357	12.55	%	69,937	4.0	%	87,421	5.0	%		270,306	9.11	%	118,667	4.0		148,333	5.0	%

NOTE 12 – STOCK BASED COMPENSATION

The Company adopted the MetroCity Bankshares, Inc. 2018 Stock Option Plan (the “Prior Option Plan”) effective as of April 18, 2018, and the Prior Option Plan was approved by the Company’s shareholders on May 30, 2018. The Prior Option Plan provided for awards of stock options to officers, employees and directors of the Company. The Board of Directors of the Company determined that it was in the best interests of the Company and its shareholders to amend and restate the Prior Option Plan to provide for the grant of additional types of awards. Acting pursuant to its authority under the Prior Option Plan, the Board of Directors approved and adopted the MetroCity Bankshares, Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which constitutes the amended and restated version of the Prior Option Plan. The Board of Directors has reserved 2,400,000 shares of Company common stock for issuance pursuant to awards granted under the 2018 Incentive Plan, any or all of which may be granted as nonqualified stock options, incentive stock options, restricted stock, restricted stock units, performance awards and other stock-based awards. In the event all or a portion of a stock award is forfeited, cancelled, expires, or is terminated before becoming vested, paid, exercised, converted, or otherwise settled in full, any unissued or forfeited shares again become available for issuance pursuant to awards granted

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under the 2018 Incentive Plan and do not count against the maximum number of reserved shares. In addition, shares of common stock deducted or withheld to satisfy tax withholding obligations will be added back to the share reserve and will again be available for issuance pursuant to awards granted under the plan. The 2018 Incentive Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”). The determination of award recipients under the 2018 Incentive Plan, and the terms of those awards, will be made by the Committee. At ~~September 30, 2021,~~March 31, 2022, 240,000 stock options had been granted and 441,651 shares of restricted stock had been issued under the 2018 Incentive Plan.

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Stock Options

A summary of stock option activity for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 is presented below:


		Weighted			Weighted
		Average			Average
	Shares	Exercise Price		Shares	Exercise Price
Outstanding at January 1, 2021	240,000	$	12.70
Outstanding at January 1, 2022				240,000	$	12.70
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	—		—	—		—
Outstanding at September 30, 2021	240,000	$	12.70
Outstanding at March 31, 2022				240,000	$	12.70

During the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recognized compensation expense for stock options of $0 and $119,000, respectively. ~~During the nine months ended September 30, 2021 and 2020, the Company recognized compensation expense for stock options of $238,000 and $357,000, respectively.~~ As of ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020,~~2021, there was $0 ~~and $238,000, respectively,~~ of total unrecognized compensation cost related to options granted under the 2018 Incentive Plan. As of ~~September 30, 2021,~~March 31, 2022, all of the cost related to the outstanding stock options had been recognized.

Restricted Stock

The Company has periodically issued restricted stock to its directors, executive officers and certain employees under the 2018 Incentive Plan. Compensation expense for restricted stock is based upon the grant date fair value of the shares and is recognized over the vesting period of the awards. Shares of restricted stock issued to officers and employees vest in equal annual installments on the first 3 anniversaries of the grant date. Shares of restricted stock issued to directors vest 25% on the grant date and 25% on each of the first three anniversaries of the grant date.

A summary of restricted stock activity for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 is presented below:


		Weighted-			Weighted-
		Average Grant-			Average Grant-
Nonvested Shares	Shares	Date Fair Value		Shares	Date Fair Value
Nonvested at January 1, 2021	169,779	$	11.52
Nonvested at January 1, 2022				134,703	$	13.86
Granted	66,396		17.21	—		—
Vested	(101,472)		12.14	—		—
Forfeited	—		—	—		—
Nonvested at September 30, 2021	134,703	$	13.86
Nonvested at March 31, 2022				134,703	$	13.86

During the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recognized compensation expense for restricted stock of ~~$378,000~~$194,000 and ~~$455,000, respectively. During the nine months ended September 30, 2021 and 2020, the Company recognized compensation expense for restricted stock of $811,000 and $889,000,~~$184,000, respectively. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there was ~~$1.7~~$1.1 million and $1.4 million, respectively, of total unrecognized compensation cost related to nonvested shares granted under the 2018 Incentive Plan. As of ~~September 30, 2021,~~March 31, 2022, the cost is expected to be recognized over a weighted-average period of ~~2.2~~1.8 years.

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NOTE 13 – EARNINGS PER SHARE

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(Dollars in thousands, except per share data)	2021		2020		2021		2020		2022		2021
Basic earnings per share
Net Income	$	16,882	$	9,385	$	44,256	$	26,940	$	19,429	$	12,981

Weighted average common shares outstanding		25,507,814		25,674,067		25,607,986		25,593,560		25,465,236		25,674,573

Basic earnings per common share	$	0.66	$	0.37	$	1.73	$	1.05	$	0.76	$	0.51

Diluted earnings per share
Net Income	$	16,882	$	9,385	$	44,256	$	26,940	$	19,429	$	12,981

Weighted average common shares outstanding for basic earnings per common share		25,507,814		25,674,067		25,607,986		25,593,560		25,465,236		25,674,573
Add: Dilutive effects of restricted stock and options		221,229		184,674		197,494		180,940		253,799		207,254

Average shares and dilutive potential common shares		25,729,043		25,858,741		25,805,480		25,774,500		25,719,035		25,881,827

Diluted earnings per common share	$	0.66	$	0.36	$	1.71	$	1.05	$	0.76	$	0.50

There were 0 stock options or restricted stock excluded from the computation of diluted earnings per common share since they were antidilutive for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

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

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of MetroCity Bancshares, Inc. and our wholly owned subsidiary, Metro City Bank, from December 31, ~~2020~~2021 through ~~September 30, 2021~~March 31, 2022 and on our results of operations for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, ~~2020~~2021 included in our Annual Report on Form 10-K, and information presented elsewhere in this Quarterly Report on Form 10-Q, particularly the unaudited consolidated financial statements and related notes appearing in Item 1.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, particularly with regard to developments related to the continuing COVID-19 (and the variants thereof) pandemic. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors discussed elsewhere in this quarterly report and the following:

●

business and economic conditions, particularly those affecting the financial services industry and our primary market areas;

●

the continued impact of the COVID-19 pandemic 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 limitations, the CARES Act), including the risk of inflation and interest rate increases resulting from monetary and fiscal stimulus responses, and the resulting effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;

●

the risk that a future economic downturn and contraction could have a material adverse effect on our capital, financial condition, credit quality, results of operations and future growth, including the risk that the strength of the current economic recovery could be weakened by the continued impact of COVID-19 and by current supply chain challenges;

●

adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions related to the COVID-19 pandemic, including as a result of participation in and execution of government programs related to the COVID-19 pandemic, including, but not limited to, the ~~PPP;~~Paycheck Protection Program (“PPP”);

●

factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our borrowers and the success of various projects that we finance;

●

concentration of our loan portfolio in real estate loans changes in the prices, values and sales volumes of commercial and residential real estate;

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●

credit and lending risks associated with our construction and development, commercial real estate, commercial and industrial, residential real estate and SBA loan portfolios;

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●

negative impact in our mortgage banking services, including declines in our mortgage originations or profitability due to rising interest rates and increased competition and regulation, the Bank’s or third party’s failure to satisfy mortgage servicing obligations, and the possibility of the Bank being required to repurchase mortgage loans or indemnify buyers;

●

our ability to attract sufficient loans that meet prudent credit standards, including in our construction and development, commercial and industrial and owner-occupied commercial real estate loan categories;

●

our ability to attract and maintain business banking relationships with well-qualified businesses, real estate developers and investors with proven track records in our market areas;

●

changes in interest rate environment, including changes to the federal funds rate, and competition in our markets may result in increased funding costs or reduced earning assets yields, thus reducing our margins and net interest income;

●

our ability to successfully manage our credit risk and the sufficiency of our allowance for loan losses (“ALL”);

●

the adequacy of our reserves (including ALL) and the appropriateness of our methodology for calculating such reserves;

●

our ability to successfully execute our business strategy to achieve profitable growth;

●

the concentration of our business within our geographic areas of operation and to the general Asian-American population within our primary market areas;

●

our focus on small and mid-sized businesses;

●

our ability to manage our growth;

●

our ability to increase our operating efficiency;

●

liquidity issues, including fluctuations in the fair value and liquidity of the securities we hold for sale and our ability to raise additional capital, if necessary;

●

failure to maintain adequate liquidity and regulatory capital and comply with evolving federal and state banking regulations;

●

risks that our cost of funding could increase, in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits;

●

a large percentage of our deposits are attributable to a relatively small number of customers;

●

inability of our risk management framework to effectively mitigate credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, strategic risk and reputational risk;

●

the makeup of our asset mix and investments;

●

external economic, political and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the FRB, inflation or deflation, changes in the demand for loans, and

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fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;

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●

uncertainty related to the transition away from the London Inter-bank Offered Rate (“LIBOR”);

●

continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies (including fintech companies), many of which are subject to different regulations than we are;

●

challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;

●

restraints on the ability of the Bank to pay dividends to us, which could limit our liquidity;

●

increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;

●

a failure in the internal controls we have implemented to address the risks inherent to the business of banking;

●

inaccuracies in our assumptions about future events, which could result in material differences between our financial projections and actual financial performance;

●

changes in our management personnel or our inability to retain motivate and hire qualified management personnel;

●

the dependence of our operating model on our ability to attract and retain experienced and talented bankers in each of our ~~markets;~~markets, which may be impacted as a result of labor shortages;

●

our ability to identify and address cyber-security risks, fraud and systems errors;

●

disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems;

●

disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;

●

an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;

●

fraudulent and negligent acts by our clients, employees or vendors and our ability to identify and address such acts;

●

risks related to potential acquisitions;

●

the expenses that we will incur to operate as a public company and our inexperience complying with the requirements of being a public company;

●

the impact of any claims or legal actions to which we may be subject, including any effect on our reputation;

●

compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with commercial mortgage origination, sale and servicing operations;

●

changes in the scope and cost of FDIC insurance and other coverage;

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●

changes in our accounting standards;

●

changes in tariffs and trade barriers;

●

changes in federal tax law or policy;

●

the effects of war or other conflicts (including Russia’s military action in Ukraine), acts of terrorism, natural disasters, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions; and

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●

other risks and factors identified in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, including those identified under the heading “Risk Factors”, and detailed from time to time in our other filings with the U.S. Securities and Exchange Commission.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Quarterly Report on Form 10-Q. Because of these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by the forward looking statements in this Quarterly Report on Form 10-Q. In addition, our past results of operations are not necessarily indicative of our future results. You should not rely on any forward looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

COVID-19 Pandemic

The Company continues to closely monitor the effects of the ongoing coronavirus (COVID-19) pandemic on our loan and deposit customers, and is assessing the risks in our loan portfolio and working with our customers to reduce the pandemic’s impact on them while minimizing losses for the Company. Meanwhile, the Company remains focused on improving shareholder value, managing credit exposure, monitoring expenses, enhancing the customer experience and supporting the communities it serves.

We have implemented loan programs to allow customers who are experiencing hardships from the COVID-19 pandemic to defer loan principal and interest payments for up to ~~twelve~~twenty-four months. As of ~~September 30, 2021,~~March 31, 2022, we had ~~two~~only one non-SBA commercial ~~customers~~customer with outstanding loan balances totaling ~~$8.1~~$6.6 million that ~~were~~was under an approved payment ~~deferrals. This is a decline from the active payment deferrals as of June 30, 2021 that were granted to six non-SBA commercial customers with outstanding balances totaling $15.3 million.~~deferral. As of ~~September 30, 2021,~~March 31, 2022, we had ~~six~~three SBA loans with outstanding gross loan balances totaling ~~$11.7~~$5.4 million ($~~2.9~~1.4 million unguaranteed book balance) that were under approved payment deferrals.

As of ~~September 30, 2021,~~March 31, 2022, our residential real estate loan portfolio made up ~~72.6%~~73.3% of our total loan portfolio and had a weighted average amortized loan-to-collateral value ratio (“LTV”) of approximately ~~55.0%~~54.3%. As of ~~September 30, 2021, only 0.1% of our~~March 31, 2022, we had no residential mortgages ~~remain~~ on hardship payment deferral covering principal and interest payments for three months. This is a significant decrease from the first round of payment deferrals granted during the second quarter of 2020, which made up 19.2% of our residential mortgage balances as of June 30, 2020, and consistent with the last round of payment deferrals granted during the second quarter of 2021, which also made up 0.1% of our residential mortgage balances as of June 30, 2021.deferrals.

As a preferred SBA lender, we participated in the ~~Paycheck Protection Program (“PPP”)~~PPP created under the CARES Act and implemented by the SBA to help provide loans to our business customers in need. During the first round of PPP funding in the second and third quarters of 2020, the Company approved and funded over 1,800 PPP loans totaling $97.0 million. These PPP loans were funded with our current cash balances and all PPP loans are fully guaranteed by the SBA. As of ~~November 3, 2021,~~April 29, 2022, the SBA had granted forgiveness for these PPP loans totaling ~~$93.6~~$96.6 million, or ~~96.5%~~99.6% of PPP loans funded

The Economic Aid Act, signed into law on December 27, 2020, authorized an additional $284.5 billion in new PPP funding and extended the authority of lenders to make PPP loans through May 31, 2021. We participated in this new round of PPP loan funding by offering first and second draw loans. ~~As of September 30, 2021, the~~The Company ~~had~~ approved and funded over 1,000 PPP loans totaling ~~$62.0~~$61.8 million under this new round of PPP loan funding. As of ~~November 3, 2021,~~April 29, 2022, the SBA had granted forgiveness for these PPP loans totaling ~~$28.0~~$45.3 million, or ~~45.1%~~73.4% of PPP loans funded.

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Despite the progress and while the overall outlook has improved based on the availability of the vaccine to all adults and older children, the emergence and spread of variants (including the ~~Delta~~Omicron variant, a rapidly spreading strain of coronavirus) remains as a risk to containing and ending the pandemic, as well as to full economic recovery in our footprint. Even with improvements in certain economic indicators, significant uncertainty remains over the timing and scope of

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additional government stimulus packages, and the speed of the recovery from the downturn on our business, customers, and the economy as a whole remains uncertain.

Overview

MetroCity Bankshares, Inc. is a bank holding company headquartered in the Atlanta metropolitan area. We operate through our wholly-owned banking subsidiary, Metro City Bank, a Georgia state-chartered commercial bank that was founded in 2006. We currently operate 19 full-service branch locations in multi-ethnic communities in Alabama, Florida, Georgia, New York, New Jersey, Texas and Virginia. As of ~~September 30, 2021,~~March 31, 2022, we had total assets of ~~$2.75~~$3.14 billion, total loans of ~~$2.36~~$2.51 billion, total deposits of ~~$2.11~~$2.38 billion and total shareholders’ equity of ~~$276.2~~$310.4 million.

We are a full-service commercial bank focused on delivering personalized service in an efficient and reliable manner to the small to medium-sized businesses and individuals in our markets, predominantly Asian-American communities in growing metropolitan markets in the Eastern U.S. and Texas. We offer a suite of loan and deposit products tailored to meet the needs of the businesses and individuals already established in our communities, as well as first generation immigrants who desire to establish and grow their own businesses, purchase a home, or educate their children in the United States. Through our diverse and experienced management team and talented employees, we are able to speak the language of our customers and provide them with services and products in a culturally competent manner.

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Selected Financial Data

The following table sets forth unaudited selected financial data for the most recent five ~~quarters and for the nine months ended September 30, 2021 and 2020.~~quarters. This data should be read in conjunction with the unaudited consolidated financial statements and accompanying notes included in Item 1 and the information contained in this Item 2.

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As of or for the Three Months Ended

As of or for the Nine Months Ended


September 30,

June 30,

March 31,

December 31,

September 30,

September 30,

September 30,

(Dollars in thousands, except per share data)

2021

2021

2021

2020

2020

2021

2020

Selected income statement data:















Interest income

$
29,324

$
25,888

$
22,672

$
19,839

$
18,131

$
77,884

$
57,770

Interest expense

1,135

1,063

1,138

1,411

2,192

3,336

10,078

Net interest income

28,189

24,825

21,534

18,428

15,939

74,548

47,692

Provision for loan losses

2,579

2,205

1,599

956

1,450

6,383

2,511

Noninterest income

9,532

8,594

8,186

6,138

7,964

26,312

21,073

Noninterest expense

13,111

12,093

10,708

11,077

10,150

35,912

30,023

Income tax expense

5,149

4,728

4,432

3,079

2,918

14,309

9,291

Net income

16,882

14,393

12,981

9,454

9,385

44,256

26,940

Per share data:









Basic income per share

$
0.66

$
0.56

$
0.51

$
0.37

$
0.37

$
1.73

$
1.05

Diluted income per share

$
0.66

$
0.56

$
0.50

$
0.37

$
0.36

$
1.71

$
1.05

Dividends per share

$
0.12

$
0.10

$
0.10

$
0.09

$
0.09

$
0.32

$
0.31

Book value per share (at period end)

$
10.84

$
10.33

$
9.95

$
9.54

$
9.23

$
10.84

$
9.23

Shares of common stock outstanding

25,465,236

25,578,668

25,674,573

25,674,573

25,674,067

25,465,236

25,674,067

Weighted average diluted shares

25,729,043

25,833,328

25,881,827

25,870,885

25,858,741

25,805,480

25,774,500

Performance ratios:









Return on average assets

2.61
%

2.53
%

2.62
%

2.14
%

2.20
%

2.59
%

2.17
%
Return on average equity

25.23

22.51

21.35

15.78

16.22

23.09

16.10

Dividend payout ratio

18.24

17.95

19.91

24.60

24.78

18.64

29.62

Yield on total loans

5.16

5.21

5.20

5.14

5.05

5.19

5.60

Yield on average earning assets

4.75

4.79

4.85

4.80

4.51

4.79

4.95

Cost of average interest bearing liabilities

0.28

0.31

0.38

0.56

0.91

0.32

1.35

Cost of deposits

0.28

0.29

0.36

0.55

0.94

0.30

1.41

Net interest margin

4.57

4.60

4.60

4.46

3.97

4.59

4.08

Efficiency ratio⁽¹⁾

34.76

36.19

36.03

45.09

42.46

35.61

43.66

Asset quality data (at period end):









Net charge-offs/(recoveries) to average loans held for investment

0.00
%

0.02
%

0.00
%

0.04
%

0.00
%

0.00
%

0.00
%

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																							As of or for the Three Months Ended
																							March 31,			December 31,			September 30,			June 30,			March 31,
(Dollars in thousands, except per share data)																							2022			2021			2021			2021			2021
Selected income statement data:																						��
Interest income																							$	31,953		$	30,857		$	29,324		$	25,888		$	22,672
Interest expense																								1,300			1,236			1,135			1,063			1,138
Net interest income																								30,653			29,621			28,189			24,825			21,534
Provision for loan losses																								104			546			2,579			2,205			1,599
Noninterest income																								7,656			7,491			9,532			8,594			8,186
Noninterest expense																								12,179			12,512			13,111			12,093			10,708
Income tax expense																								6,597			6,609			5,149			4,728			4,432
Net income																								19,429			17,445			16,882			14,393			12,981
Per share data:
Basic income per share																							$	0.76		$	0.69		$	0.66		$	0.56		$	0.51
Diluted income per share																							$	0.76		$	0.68		$	0.66		$	0.56		$	0.50
Dividends per share																							$	0.15		$	0.14		$	0.12		$	0.10		$	0.10
Book value per share (at period end)																							$	12.19		$	11.40		$	10.84		$	10.33		$	9.95
Shares of common stock outstanding																								25,465,236			25,465,236			25,465,236			25,578,668			25,674,573
Weighted average diluted shares																								25,719,035			25,720,128			25,729,043			25,833,328			25,881,827
Performance ratios:
Return on average assets																								2.52	%		2.33	%		2.61	%		2.53	%		2.62	%
Return on average equity																								26.94			24.80			25.23			22.51			21.35
Dividend payout ratio																								19.76			20.52			18.24			17.95			19.91
Yield on total loans																								5.00			4.93			5.16			5.21			5.20
Yield on average earning assets																								4.34			4.32			4.75			4.79			4.85
Cost of average interest bearing liabilities																								0.24			0.24			0.28			0.31			0.38
Cost of deposits																								0.27			0.27			0.28			0.29			0.36
Net interest margin																								4.16			4.15			4.57			4.60			4.60
Efficiency ratio⁽¹⁾																								31.79			33.71			34.76			36.19			36.03
Asset quality data (at period end):
Net charge-offs to average loans held for investment																								0.06	%		0.01	%		0.00	%		0.02	%		0.00	%
Nonperforming assets to gross loans and OREO		0.55			0.67			0.84			1.03			1.19			0.55			1.19				0.63			0.61			0.55			0.67			0.84
ALL to nonperforming loans		189.44			147.82			98.33			77.40			54.24			189.44			54.24				134.39			143.69			189.44			147.82			98.33
ALL to loans held for investment		0.69			0.66			0.63			0.62			0.64			0.69			0.64				0.66			0.67			0.69			0.66			0.63
Balance sheet and capital ratios:
Gross loans held for investment to deposits		112.15	%		106.31	%		107.33	%		110.48	%		109.50	%		112.15	%		109.50	%			105.72	%		110.98	%		112.15	%		106.31	%		107.33	%
Noninterest bearing deposits to deposits		30.32			31.30			31.28			31.28			34.44			30.32			34.44				25.84			26.18			30.32			31.30			31.28
Common equity to assets		10.04			10.50			11.85			12.90			13.63			10.04			13.63				9.88			9.34			10.04			10.50			11.85
Leverage ratio		10.34			11.14			12.23			13.44			13.44			10.34			13.44				9.46			9.44			10.34			11.14			12.23
Common equity tier 1 ratio		16.61			17.75			18.97			20.00			21.09			16.61			21.09				17.24			16.76			16.61			17.75			18.97
Tier 1 risk-based capital ratio		16.61			17.75			18.97			20.00			21.09			16.61			21.09				17.24			16.76			16.61			17.75			18.97
Total risk-based capital ratio		17.64			18.72			19.88			20.86			21.96			17.64			21.96				18.22			17.77			17.64			18.72			19.88
Mortgage and SBA loan data:
Mortgage loans serviced for others	$	669,358		$	746,660		$	856,432		$	961,670		$	1,063,500		$	669,358		$	1,063,500			$	605,112		$	608,208		$	669,358		$	746,660		$	856,432
Mortgage loan production		368,790			326,507			263,698			194,951			120,337			958,995			289,263				162,933			237,195			368,790			326,507			263,698
Mortgage loan sales		—			—			—			—			—			—			92,737				56,987			—			—			—			—
SBA loans serviced for others		549,818			549,238			521,182			507,442			500,047			549,818			500,047				528,227			542,991			549,818			549,238			521,182
SBA loan production⁽²⁾		85,265			67,376			80,466			34,631			52,742			233,107			211,088				50,689			52,727			85,265			67,376			80,466
SBA loan sales		37,984			34,158			22,399			25,505			37,923			94,541			103,128				22,898			30,169			37,984			34,158			22,399

(1)	Represents noninterest expense divided by total revenue (net interest income and total noninterest income).

(2)	The amounts presented for the three months ended June 30, 2021 and March 31, 2021 ~~December 31, 2020, and September 30, 2020~~ include PPP loan originations totaling $14.1 million and $46.7 million, ~~$0, and $907,000,~~ respectively.

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Results of Operations

We recorded net income of ~~$16.9~~$19.4 million for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$9.4~~$13.0 million for the same period in ~~2020,~~2021, an increase of ~~$7.5~~$6.4 million, or ~~79.9%~~49.7%. ~~For the nine months ended September 30, 2021, we recorded net income of $44.3 million compared to $26.9 million for the nine months ended September 30, 2020, an increase of $17.3 million, or 64.3%.~~

Basic and diluted earnings per common share for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$0.66~~$0.76 compared to ~~$0.37~~$0.51 and ~~$0.36,~~$0.50, respectively, for the basic and diluted earnings per common share for the same periods in 2020. For the nine months ended September 30, 2021, basic and diluted earnings per common share was $1.73 and $1.71, respectively, compared to $1.05 for both the basic and diluted earnings per common share for the same periods a year ago. 2021.

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Interest Income

Interest income totaled ~~$29.3~~$32.0 million for the three months ended ~~September 30, 2021,~~March 31, 2022, an increase of ~~$11.2~~$9.3 million, or ~~61.7%~~40.9%, from the three months ended ~~September 30, 2020,~~March 31, 2021, primarily due to an increase in average loan balances of ~~$833.5~~$798.5 million. We also recognized PPP fee income of ~~$1.9~~$503,000 during the three months ended March 31, 2022 compared to PPP fee income of $1.1 million during the three months ended ~~September 30, 2021 compared to no PPP fee income during the three months ended September 30, 2020.~~March 31, 2021. The increase in average loans is ~~mainly~~ due to an increase of ~~$20.3 million in average construction and development loans, an increase of $30.9~~$57.5 million in average commercial real estate loans and an increase of ~~$819.3~~$838.4 million in average residential mortgage loans, ~~partially~~ offset by a decrease of ~~$36.3~~$10.4 million in average construction and development loans and a decrease of $87.0 million in commercial and industrial loans, which includes ~~$61.7~~$23.3 million in average PPP loans. As compared to the three months ended ~~September 30, 2020,~~March 31, 2021, the yield on average interest-earning assets ~~increased~~decreased by 2451 basis points to ~~4.75%~~4.34% from ~~4.51%~~4.85% with the yield on average loans ~~increasing~~decreasing by 1120 basis points and the yield on average total investments decreasing by 14two basis points.

Interest income was $77.9 million for the nine months ended September 30, 2021 compared to $57.8 million for the same period in 2020, an increase of $20.1 million, or 34.8%, primarily due to the increase in average loan balances of $652.2 million. The increase in average loans is mainly due to an increase of $21.9 million in average commercial real estate loans, an increase of $30.0 million in average commercial and industrial loans, which includes $91.4 million in average PPP loans, and an increase of $584.8 million in average residential mortgage loans.

Interest Expense

Interest expense for the three months ended ~~September 30, 2021 decreased $1.1 million,~~March 31, 2022 increased $162,000, or ~~48.2%~~14.2%, to ~~$1.1~~$1.3 million compared to interest expense of ~~$2.2~~$1.1 million for the three months ended ~~September 30, 2020,~~March 31, 2021, primarily due to a 66$595.8 million increase in average interest-bearing deposit balances, partially offset with a nine basis points decrease in deposit ~~costs coupled with a $40.6 million decrease in higher cost average time deposits.~~costs. The 66nine basis points decrease in deposit costs included a 31one basis ~~points~~point decrease in the yield on average money market deposits and an 8413 basis points decrease in the yield on average time deposits. Average money market deposits increased by ~~$507.5~~$551.6 million while average time deposits decreased by ~~$40.6~~$50.7 million. Interest expense totaled $3.3 million for the nine months ended September 30, 2021, a decrease of $6.7 million, or 66.9%, compared to the same period in 2020, primarily due to a 111 basis points decrease in deposit costs coupled with a $128.2 million decrease in average time deposit balances.

Average borrowings outstanding for the three months ended ~~September 30, 2021~~March 31, 2022 increased by ~~$156.1~~$380.9 million with a decrease in rate of 4154 basis points compared to the three months ended September 30, 2020. Average borrowings outstanding for the nine months ended September 30, 2021 increased by $60.2 million with a decrease in rate of 26 basis points compared to the same period in 2020.March 31, 2021.

Net Interest Margin

The net interest margin for the three months ended ~~September 30, 2021 increased~~March 31, 2022 decreased by 6044 basis points to ~~4.57%~~4.16% from ~~3.97%~~4.60% for the three months ended ~~September 30, 2020,~~March 31, 2021, primarily due to a 6351 basis ~~point~~points decrease ~~in the cost of interest-bearing liabilities of $1.62 billion and an increase of 24 basis points~~ in the yield on average interest-earning assets of ~~$2.45~~$2.99 billion and a 14 basis points decrease in the cost of average interest-bearing liabilities of $2.18 billion. Average earning assets for the three months ended ~~September 30, 2021~~March 31, 2022 increased by ~~$848.1 million~~$1.09 billion from the same period in ~~2020,~~2021, primarily due to a ~~$833.5~~$798.5 million increase in average loans and a ~~$55.5~~$273.9 million increase in average interest-earning cash ~~accounts, offset by a $40.0 million decrease in average securities purchased under agreements to resell.~~accounts. Average interest-bearing liabilities for the three months ended ~~September 30, 2021~~March 31, 2022 increased by ~~$665.4~~$976.7 million from the three months ended ~~September 30, 2020,~~March 31, 2021, driven by an increase in average interest-bearing deposits of ~~$509.3~~$595.8 million and an increase in average borrowings of ~~$156.1~~$380.9 million. The inclusion of PPP loan average balances, interest and fees had a 23four basis ~~point~~points impact on both the yield on average loans and ~~a 22 basis points impact on~~ the net interest margin for the three months ended ~~September 30, 2021.~~

The net interest margin for the nine months ended September 30, 2021 increased by 51 basis points to 4.59% from 4.08% for the nine months ended September 30, 2020, primarily due to a 103 basis point decrease in the cost of interest-bearing liabilities of $1.40 billion and a decrease of 16 basis points in the yield on average interest-earning assets of $2.17 billion. Average earning assets increased by $611.7 million, primarily due to a $652.2 million increase in average loans, partially offset by a decrease of $37.4 million in securities purchased under agreements to resell. Average interest-bearing

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liabilities increased by $407.2 million, primarily driven by an increase in average interest-bearing deposits of $347.0 million, as well as an increase in average borrowings of $60.2 million. The inclusion of PPP loan average balances, interest and fees had a 13 basis points impact on the yield on average loans and a 15 basis points impact on the net interest margin for the nine months ended September 30, 2021.March 31, 2022.

Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve. The ~~increase~~decline in our net interest margin is primarily the result of ~~significant declining cost of funds~~the decrease in the yield on our interest-earning assets and ~~growing~~higher average interest-earning cash balances which have much lower yields than our ~~volume of interest-earning assets.~~loans and investments.

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Average Balances, Interest and Yields

The following tables present, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ information about: (i) weighted average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin.


	Three Months Ended September 30,												Three Months Ended March 31,
	2021						2020						2022						2021
	Average		Interest and		Yield /		Average		Interest and		Yield /		Average		Interest and		Yield /		Average		Interest and		Yield /
(Dollars in thousands)	Balance		Fees		Rate		Balance		Fees		Rate		Balance		Fees		Rate		Balance		Fees		Rate
Earning Assets:
Federal funds sold and other investments⁽¹⁾	$	188,296	$	111	0.23	%	$	132,781	$	87	0.26	%	$	399,642	$	365	0.37	%	$	125,699	$	72	0.23	%
Securities purchased under agreements to resell		—		—	—			40,000		61	0.61
Securities available for sale		17,244		86	1.98			18,161		103	2.26			36,842		129	1.42			18,164		100	2.23
Total investments		205,540		197	0.38			190,942		251	0.52			436,484		494	0.46			143,863		172	0.48
Construction and development		53,871		727	5.35			33,587		414	4.90			30,583		377	5.00			40,954		531	5.26
Commercial real estate		507,039		7,648	5.98			476,174		6,547	5.47			549,132		7,887	5.82			491,635		7,078	5.84
Commercial and industrial		102,813		2,576	9.94			139,083		870	2.49			65,450		1,076	6.67			152,433		1,920	5.11
Residential real estate		1,577,276		18,144	4.56			757,982		10,002	5.25			1,906,847		22,074	4.69			1,068,495		12,930	4.91
Consumer and other		208		32	61.04			844		47	22.15			206		45	88.59			174		41	95.56
Gross loans⁽²⁾		2,241,207		29,127	5.16			1,407,670		17,880	5.05			2,552,218		31,459	5.00			1,753,691		22,500	5.20
Total earning assets		2,446,747		29,324	4.75			1,598,612		18,131	4.51			2,988,702		31,953	4.34			1,897,554		22,672	4.85
Noninterest-earning assets		123,888						96,234						142,042						111,164
Total assets		2,570,635						1,694,846						3,130,744						2,008,718
Interest-bearing liabilities:
NOW and savings deposits		115,775		59	0.20			73,299		42	0.23			187,259		75	0.16			92,312		47	0.21
Money market deposits		757,654		432	0.23			250,200		341	0.54			1,085,751		658	0.25			534,192		337	0.26
Time deposits		506,049		477	0.37			546,648		1,663	1.21			441,228		406	0.37			491,913		608	0.50
Total interest-bearing deposits		1,379,478		968	0.28			870,147		2,046	0.94			1,714,238		1,139	0.27			1,118,417		992	0.36
Borrowings		240,704		167	0.28			84,564		146	0.69			468,348		161	0.14			87,483		146	0.68
Total interest-bearing liabilities		1,620,182		1,135	0.28			954,711		2,192	0.91			2,182,586		1,300	0.24			1,205,900		1,138	0.38
Noninterest-bearing liabilities:
Noninterest-bearing deposits		600,388						445,970						588,343						483,691
Other noninterest-bearing liabilities		84,568						64,045						67,301						72,534
Total noninterest-bearing liabilities		684,956						510,015						655,644						556,225
Shareholders' equity		265,497						230,120						292,514						246,593
Total liabilities and shareholders' equity	$	2,570,635					$	1,694,846					$	3,130,744					$	2,008,718
Net interest income			$	28,189					$	15,939					$	30,653					$	21,534
Net interest spread					4.47						3.60						4.10						4.47
Net interest margin					4.57						3.97						4.16						4.60

(1)	Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.

(2)	Average loan balances include nonaccrual loans and loans held for sale.

~~Table of Contents~~

Nine Months Ended September 30,

2021

2020

Average

Interest and

Yield /

Average

Interest and

Yield /

(Dollars in thousands)

Balance

Fees

Rate

Balance

Fees

Rate

Earning Assets:













Federal funds sold and other investments⁽¹⁾

$
161,420

$
260

0.22
%
$
164,287

$
986

0.80
%
Securities purchased under agreements to resell

—

—

—

37,354

258

0.92

Securities available for sale

17,493

269

2.06

17,747

312

2.35

Total investments

178,913

529

0.40

219,388

1,556

0.95

Construction and development

47,380

1,874

5.29

30,822

1,232

5.34

Commercial real estate

496,957

22,069

5.94

475,036

20,537

5.77

Commercial and industrial

133,703

7,054

7.05

103,680

3,925

5.06

Residential real estate

1,315,043

46,254

4.70

730,283

30,373

5.56

Other

187

104

74.36

1,233

147

15.93

Gross loans⁽²⁾

1,993,270

77,355

5.19

1,341,054

56,214

5.60

Total earning assets

2,172,183

77,884

4.79

1,560,442

57,770

4.95

Noninterest-earning assets

115,784



94,284





Total assets

2,287,967



1,654,726





Interest-bearing liabilities:











NOW and savings deposits

105,139

158

0.20

65,223

125

0.26

Money market deposits

651,158

1,143

0.23

215,875

1,403

0.87

Time deposits

506,445

1,578

0.42

634,657

8,128

1.71

Total interest-bearing deposits

1,262,742

2,879

0.30

915,755

9,656

1.41

Borrowings

141,435

457

0.43

81,191

422

0.69

Total interest-bearing liabilities

1,404,177

3,336

0.32

996,946

10,078

1.35

Noninterest-bearing liabilities:











Noninterest-bearing deposits

548,844



374,310





Other noninterest-bearing liabilities

78,685



59,954





Total noninterest-bearing liabilities

627,529



434,264





Shareholders' equity

256,261



223,516





Total liabilities and shareholders' equity

$
2,287,967



$
1,654,726





Net interest income



$
74,548



$
47,692



Net interest spread





4.47





3.60

Net interest margin





4.59





4.08

~~(1)~~

~~Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.~~

~~(2)~~

~~Average loan balances include nonaccrual loans and loans held for sale.~~

4439

Table of Contents

Rate/Volume Analysis

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table sets forth the effects of changing rates and volumes on our net interest income during the period shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volumes and rate have been allocated to volume.

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

Increase (Decrease) Due to Change in:

(Dollars in thousands)

Volume

Yield/Rate

Total Change

Earning assets:







Federal funds sold and other investments⁽¹⁾

$
8

$
16

$
24

Securities purchased under agreements to resell

(61)

—

(61)

Securities available for sale

(6)

(11)

(17)

Total investments

(59)

5

(54)

Construction and development

74

239

313

Commercial real estate

1,204

(103)

1,101

Commercial and industrial

(272)

1,978

1,706

Residential real estate

9,530

(1,388)

8,142

Consumer and Other

(25)

10

(15)

Gross loans⁽²⁾

10,511

736

11,247

Total earning assets

10,452

741

11,193

Interest-bearing liabilities:







NOW and savings deposits

22

(5)

17

Money market deposits

236

(145)

91

Time deposits

(251)

(935)

(1,186)

Total interest-bearing deposits

7

(1,085)

(1,078)

Borrowings

152

(131)

21

Total interest-bearing liabilities

159

(1,216)

(1,057)

Net interest income

$
10,293

$
1,957

$
12,250

~~(1)~~

~~Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.~~

~~(2)~~

~~Average loan balances include nonaccrual loans and loans held for sale.~~

~~Table of Contents~~


	Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020						Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021
	Increase (Decrease) Due to Change in:						Increase (Decrease) Due to Change in:
(Dollars in thousands)	Volume		Yield/Rate		Total Change		Volume		Yield/Rate		Total Change
Earning assets:
Federal funds sold and other investments⁽¹⁾	$	(38)	$	(688)	$	(726)	$	250	$	43	$	293
Securities purchased under agreements to resell		(258)		—		(258)
Securities available for sale		—		(43)		(43)		32		(3)		29
Total investments		(296)		(731)		(1,027)		282		40		322
Construction and development		497		145		642		(92)		(62)		(154)
Commercial real estate		2,476		(944)		1,532		1,069		(260)		809
Commercial and industrial		1,388		1,741		3,129		(1,327)		483		(844)
Residential real estate		20,714		(4,833)		15,881		9,922		(778)		9,144
Consumer and Other		(79)		36		(43)		3		1		4
Gross loans⁽²⁾		24,996		(3,855)		21,141		9,575		(616)		8,959
Total earning assets		24,700		(4,586)		20,114		9,857		(576)		9,281
Interest-bearing liabilities:
NOW and savings deposits		62		(29)		33		34		(6)		28
Money market deposits		795		(1,055)		(260)		353		(32)		321
Time deposits		(1,996)		(4,554)		(6,550)		(43)		(159)		(202)
Total interest-bearing deposits		(1,139)		(5,638)		(6,777)		344		(197)		147
Borrowings		246		(211)		35		208		(193)		15
Total interest-bearing liabilities		(893)		(5,849)		(6,742)		552		(390)		162
Net interest income	$	25,593	$	1,263	$	26,856	$	9,305	$	(186)	$	9,119

(1)	Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.

(2)	Average loan balances include nonaccrual loans and loans held for sale.

Provision for Loan Losses

We recorded provision for loan losses of ~~$2.6 million and $6.4 million~~$104,000 during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$1.5 and $2.5~~$1.6 million during the same ~~periods~~period in ~~2020.~~2021. The ~~increase~~decrease in our provision for loan losses in the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 was partially due the minimal loan growth during the quarter compared to the ~~continued uncertainty surrounding the ongoing COVID-19 pandemic, as well as the growth~~same period in ~~our loan portfolio.~~2021. Our ALL as a percentage of gross loans for the periods ended ~~September 30,~~March 31, 2022 and 2021 was 0.66% and ~~2020 was 0.69% and 0.64%~~0.63%, respectively. Excluding outstanding PPP loans of ~~$42.0~~$19.8 million as of ~~September 30, 2021,~~March 31, 2022, the ALL as a percentage of total loans was ~~0.71%~~0.67%. None of the ALL balance was allocated to our PPP loan portfolio at ~~September 30, 2021.~~March 31, 2022. Our ALL as a percentage of gross loans is relatively lower than our peers due to our high percentage of residential mortgage loans, which tend to have lower allowance for loan loss ratios compared to other commercial or consumer loans due to their low LTVs.

See the section captioned “Allowance for Loan Losses” elsewhere in this document for further analysis of our provision for loan losses.

Noninterest Income

Noninterest income for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$9.5~~$7.7 million, ~~an increase~~a decrease of ~~$1.5 million,~~$530,000, or ~~19.7%~~6.5%, compared to ~~$8.0~~$8.2 million for the three months ended September 30, 2020. Noninterest income for the nine months ended September 30, 2021 was $26.3 million, an increase of $5.2 million, or 24.9%, compared to $21.1 million for the nine months ended September 30, 2020.

~~Table of Contents~~

March 31, 2021. The following table sets forth the major components of our noninterest income for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands)

2021

2020

$ Change

% Change

2021

2020

$ Change

% Change

Noninterest income:















Service charges on deposit accounts

$
446

$
309

$
137

44.3
%
$
1,230

$
962

$
268

27.9
%
Other service charges, commissions and fees

4,147

2,076

2,071

99.8

11,422

5,322

6,100

114.6

Gain on sale of residential mortgage loans

—

—

—

—

—

2,529

(2,529)

(100.0)

Mortgage servicing income, net

132

235

(103)

(43.8)

(659)

1,390

(2,049)

(147.4)

Gain on sale of SBA loans

3,358

2,265

1,093

48.3

8,057

4,842

3,215

66.4

SBA servicing income, net

1,212

2,931

(1,719)

(58.6)

5,250

5,406

(156)

(2.9)

Other income

237

148

89

60.1

1,012

622

390

62.7

Total noninterest income

$
9,532

$
7,964

$
1,568

19.7
%
$
26,312

$
21,073

$
5,239

24.9
%

Table of Contents


	Three Months Ended March 31,
(Dollars in thousands)	2022		2021		$ Change		% Change
Noninterest income:
Service charges on deposit accounts	$	481	$	373	$	108	29.0	%
Other service charges, commissions and fees		2,159		3,398		(1,239)	(36.5)
Gain on sale of residential mortgage loans		1,211		—		1,211	100.0
Mortgage servicing income, net		101		166		(65)	(39.2)
Gain on sale of SBA loans		1,568		1,854		(286)	(15.4)
SBA servicing income, net		1,644		2,133		(489)	(22.9)
Other income		492		262		230	87.8
Total noninterest income	$	7,656	$	8,186	$	(530)	(6.5)	%

Service charges on deposit accounts increased ~~$137,000,~~$108,000, or ~~44.3%~~29.0%, to ~~$446,000~~$481,000 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$309,000~~$373,000 for the same three months during ~~2020. Service charges on deposit accounts were $1.2 million for the nine months ended September 30, 2021 compared to $962,000 for the same period in 2020, an~~2021. The increase ~~of $268,000, or 27.9%. These increases are~~was primarily attributable to increased analysis fees and ~~wire transfer~~overdraft fees.

Other service charges, commissions and fees ~~increased $2.1~~decreased $1.2 million, or ~~99.8%~~36.5%, to ~~$4.2~~$2.2 million for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$2.1~~$3.4 million for the three months ended September 30, 2020. Other service charges, commissions and fees increased $6.1 million, or 114.6%, to $11.4 million for the nine months ended September 30, 2021 compared to $5.3 million for the nine months ended September 30, 2020. These increases wereMarch 31, 2021. The decrease was mainly attributable to ~~higher~~lower underwriting, processing and origination fees earned from our origination of residential mortgage loans as mortgage volume ~~significantly increased~~declined during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to the same ~~periods~~period in ~~2020.~~2021. Mortgage loan originations totaled ~~$368.8 million and $959.0~~$162.9 million during the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022 compared to ~~$120.3 million and $289.3~~$263.7 million during the same ~~periods~~period in ~~2020.~~2021.

Total gain on sale of loans was ~~$3.4~~$2.8 million for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$2.3~~$1.9 million for the same period of ~~2020,~~2021, an increase of ~~$1.1 million,~~$925,000, or ~~48.3%~~49.9%. ~~Total gain~~

Gain on sale of residential mortgage loans ~~was $8.1~~totaled $1.2 million for the ~~nine~~three months ended ~~September 30, 2021 compared to $7.4~~March 31, 2022 as we sold $57.0 million ~~for~~in residential mortgage loans during the ~~same~~ period with an average premium of ~~2020, an increase of $686,000, or 9.3%~~2.13%.

We recorded no ~~gains~~gain on sale of residential mortgage loans during the three months ended ~~September 30,~~March 31, 2021 ~~and 2020 and the nine months ended September 30, 2021 since~~as no ~~residential mortgages~~mortgage loans were sold during ~~these periods. We recorded a gain on sale of residential loans of $2.5 million during~~ the nine months ended September 30, 2020 as we sold $92.7 million in residential mortgage loans during this period with an average premium of 2.78%. We originated $368.8 million and $959.0 million of residential mortgage loans during the three and nine months ended September 30, 2021 compared to $120.3 million and $289.3 million for the same periods in 2020. Beginning in the second quarter of 2020, management made the decision to hold all residential mortgage loans for investment rather than sell these loans on the secondary market to help grow the balance sheet.period.

Gain on sale of SBA loans totaled ~~$3.4 million and $8.1~~$1.6 million for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$2.3 million and $4.8~~$1.9 million for the same ~~periods~~period in ~~2020.~~2021. We sold ~~$38.0 million and $94.5~~$22.9 million in SBA loans during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 with an average premiums of ~~10.38% and 10.72%, respectively.~~9.00%. We sold ~~$37.9 million and $103.1~~$22.4 million in SBA loans during the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 with average premiums of ~~8.42% and 7.41%, respectively.~~10.73%.

~~Table of Contents~~

Mortgage loan servicing income, net of amortization, decreased by ~~$103,000,~~$65,000, or ~~43.8%~~39.2%, to ~~$132,000~~$101,000 during the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$235,000~~$166,000 for the same period of 2020. Mortgage loan servicing income decreased by $2.0 million, or 147.4%, to an expense balance of $659,000 during the nine months ended September 30, 2021 compared to income of $1.4 million for the same period of 2020. These decreases2021. The decrease in mortgage loan servicing income ~~were~~was primarily due to the ~~decreases~~decrease in mortgage servicing fees, offset by an increase in capitalized mortgage servicing ~~assets and mortgage servicing fees and increased servicing asset amortization.~~assets. Included in mortgage loan servicing income for the three ~~and nine~~ months ended ~~September 30, 2021 were $1.1 million and $3.7 million, respectively,~~March 31, 2022 was $923,000 in mortgage servicing fees compared to ~~$1.7 million and $4.9~~$1.4 million for the same ~~periods~~period in ~~2020, respectively,~~2021 and capitalized mortgage servicing assets of $413,000 for the three months ended March 31, 2022 compared to $0 for the ~~three and nine months ended September 30, 2021 compared to $0 and $1.0 million for the~~ same ~~periods~~period in ~~2020, respectively.~~2021. These amounts were offset by mortgage loan servicing asset amortization of ~~$1.4 million and $4.4~~$1.3 million for the three ~~and nine~~ months ended ~~September 30, 2021, respectively,~~March 31, 2022 compared to ~~$1.4 million and $4.0~~$1.5 million during the same ~~periods~~period in ~~2020, respectively.~~2021. During the three months ended ~~September 30, 2021,~~March 31, 2022, we recorded a fair value impairment recovery of ~~$420,000~~$75,000 on our mortgage servicing assets compared to a fair value impairment ~~charge~~recovery of ~~$89,000~~$200,000 recorded during the three months ended September 30, 2020. During the nine months ended September 30, 2021, we recorded a fair value impairment recovery of $17,000 on our mortgage servicing assets compared to a fair value impairment charge of $442,000 recorded during the nine months ended September 30, 2020.March 31, 2021. Our total residential mortgage loan servicing portfolio was ~~$669.4~~$605.1 million at ~~September 30, 2021~~March 31, 2022 compared to ~~$1.06 billion~~$856.4 million at ~~September 30, 2020.~~March 31, 2021.

SBA servicing income, net decreased by ~~$1.7 million,~~$489,000, or ~~58.6%~~22.9%, to ~~$1.2~~$1.6 million for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$2.9~~$2.1 million for the three months ended ~~September 30, 2020. SBA servicing income was $5.3 million for the nine months ended September 30, 2021 compared to $5.4 million for the same period in 2020, a slight decrease of $156,000, or 2.9%.~~March 31, 2021. Our total SBA loan servicing portfolio was ~~$549.8~~$528.2 million as of ~~September 30, 2021~~March 31, 2022 compared to ~~$500.0~~$521.2 million as of ~~September 30, 2020.~~March 31, 2021. Our SBA servicing rights are carried at fair value. While our servicing portfolio grew, the inputs used to calculate fair value also changed, which resulted in a ~~$225,000 charge~~$323,000 increase to our SBA servicing rights in the three months ended ~~September 30, 2021~~March 31, 2022 compared to a ~~$1.7 million~~$896,000 increase to our SBA servicing rights during the three months ended ~~September 30, 2020. During the nine months ended September 30, 2021 and 2020, we recorded increases~~March 31, 2021.

Table of ~~$1.3 million and $2.0 million, respectively, to our SBA servicing rights.~~Contents

Other noninterest income increased by ~~$89,000~~$230,000 to ~~$237,000~~$492,000 for the three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$148,000~~$262,000 for the three months ended ~~September 30, 2020. Other noninterest income was $1.0 million for the nine months ended September 30, 2021 compared to $622,000 for the same period in 2020, an increase of $390,000.~~March 31, 2021. The largest component of other noninterest income is the income on bank owned life insurance which totaled ~~$297,000~~$404,000 and ~~$128,000,~~$227,000, respectively, for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020, and $754,000 and $359,000, respectively, for the nine months ended September 30, 2021 and 2020.~~2021.

Noninterest Expense

Noninterest expense for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$13.1~~$12.2 million compared to ~~$10.1~~$10.7 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$3.0~~$1.5 million, or ~~29.2%~~13.7%. ~~Noninterest expense for the nine months~~

~~Table of Contents~~

~~ended September 30, 2021 was $35.9 million compared to $30.0 million for the nine months ended September 30, 2020, an increase of $5.9 million, or 19.6%.~~

The following table sets forth the major components of our noninterest expense for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	Three Months Ended September 30,								Nine Months Ended September 30,								Three Months Ended March 31,
(Dollars in thousands )	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change		2022		2021		$ Change		% Change
Noninterest Expense:
Salaries and employee benefits	$	8,679	$	6,416	$	2,263	35.3	%	$	22,293	$	18,678	$	3,615	19.4	%	$	7,096	$	6,699	$	397	5.9	%
Occupancy and equipment		1,295		1,302		(7)	(0.5)			3,822		3,790		32	0.8			1,227		1,275		(48)	(3.8)
Data processing		257		287		(30)	(10.5)			848		765		83	10.8			277		308		(31)	(10.1)
Advertising		131		127		4	3.1			393		428		(35)	(8.2)			150		145		5	3.4
Other expenses		2,749		2,018		731	36.2			8,556		6,362		2,194	34.5			3,429		2,281		1,148	50.3
Total noninterest expense	$	13,111	$	10,150	$	2,961	29.2	%	$	35,912	$	30,023	$	5,889	19.6	%	$	12,179	$	10,708	$	1,471	13.7	%

Salaries and employee benefits expense for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$8.7~~$7.1 million compared to ~~$6.4~~$6.7 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$2.3 million,~~$397,000, or ~~35.3%~~5.9%. ~~Salaries and employee benefits expense for the nine months ended September 30, 2021~~The increase was ~~$22.3 million compared to $18.7 million for the nine months ended September 30, 2020, an increase of $3.6 million, or 19.4%. These increases were~~ mainly attributable to ~~higher~~increased salary costs from the increase in the overall number of employees, partially offset by lower commissions paid to our loan officers as loan volume ~~significantly increased~~declined during the ~~three and nine months ended September 30,~~quarter compared to the same period in 2021. The average number of full-time equivalent employees was ~~211~~217 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to ~~207~~214 for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Occupancy and equipment expense for the three months ended ~~September 30, 2021 and 2020 remained flat at~~March 31, 2022 was $1.2 million compared to $1.3 ~~million. Occupancy expense~~million for the ~~nine~~three months ended ~~September 30,~~March 31, 2021, ~~and 2020 also remained flat at $3.8 million.~~a decrease of $48,000, or 3.8%. The decrease was partially due to lower rent expense.

Data processing expense for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$257,000~~$277,000 compared to ~~$287,000~~$308,000 for the three months ended ~~September 30, 2020,~~March 31, 2021, a decrease of ~~$30,000,~~$31,000, or ~~10.5%. Data processing expense for the nine months ended September 30, 2021 was $848,000 compared to $765,000 for the nine months ended September 30, 2020, an increase of $83,000, or 10.8%~~10.1%. The ~~increase for the nine months ended September 30, 2021~~decrease was primarily due managememt’s ongoing efforts to ~~the continued growth in our loans and deposits.~~reduce costs.

Advertising expense for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 remained relatively flat compared to the same ~~periods~~period in ~~2020.~~2021.

Other expenses for the three months ended ~~September 30, 2021~~March 31, 2022 were ~~$2.7~~$3.4 million compared to ~~$2.0~~$2.3 million for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$731,000, or 36.2%. Other operating expenses for the nine months ended September 30, 2021 were $8.6 million compared to $6.4 million for the nine months ended September 30, 2020, an increase of $2.2~~$1.1 million, or ~~34.5%~~50.3%. ~~These increases were~~The increase was primarily due to higher ~~mortgage~~FDIC insurance premiums, professional fees and other real estate owned related expenses, as well as increased operating and customer service expenses. Included in other expenses for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were directors’ fees of approximately ~~$331,000~~$139,000 and ~~$282,000,~~$96,000, respectively.

Income Tax Expense

Income tax expense for the three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ was ~~$5.1~~$6.6 million and ~~$2.9~~$4.4 million, respectively. The Company’s effective tax rates were ~~23.4%~~25.3% and ~~23.7%~~25.5% for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively.~~

Income tax expense for the nine months ended September 30, 2021 and 2020 was $14.3 million and $9.3 million, respectively. The Company’s effective tax rates were 24.4% and 25.6% for the nine months ended September 30, 2021 and 2020, respectively.

4942

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Financial Condition

Total assets increased ~~$852.7~~$36.2 million, or ~~44.9%~~1.2%, to ~~$2.75~~$3.14 billion at ~~September 30, 2021~~March 31, 2022 as compared to ~~$1.90~~$3.11 billion at December 31, ~~2020.~~2021. The increase in total assets was primarily attributable to increases in loans held for investment of ~~$731.4~~$7.2 million, ~~cash and due from banks~~loans held for sale of ~~$110.3~~$37.9 million, ~~and~~ bank owned life insurance of ~~$23.3~~$8.4 million, and other assets of $6.7 million, partially offset by a ~~$7.7~~$16.6 million decrease in ~~federal funds sold, a $4.4 million decrease in the mortgage servicing asset~~cash and ~~a $6.3 million increase in the allowance for loan losses.~~cash equivalents.

Loans

Gross loans held for investment increased ~~$733.5~~$6.8 million, or ~~44.9%~~0.3%, to ~~$2.37~~$2.52 billion as of ~~September 30, 2021~~March 31, 2022 as compared to ~~$1.63~~$2.51 billion as of December 31, ~~2020.~~2021. Our loan growth during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was comprised of ~~an increase~~a decrease of ~~$18.5 million,~~$174,000, or ~~40.5%~~0.4%, in construction and development loans, an increase of ~~$26.0~~$46.5 million, or ~~5.4%~~8.9%, in commercial real estate loans, a decrease of ~~$55.1~~$7.0 million, or ~~40.2%~~9.6%, in commercial and industrial loans, ~~an increase~~a decrease of ~~$744.1~~$32.6 million, or ~~76.4%~~1.7%, in residential real estate loans and an increase of ~~$55,000,~~$51,000, or ~~30.1%~~64.6%, in consumer and other loans. Included in commercial and industrial loans are PPP loans totaling ~~$42.0~~$19.8 million and unearned PPP fees of ~~$1.7~~$515,000 as of March 31, 2022. Loans held for sale were $37.9 million as of ~~September 30, 2021. There were~~March 31, 2022 compared to no loans ~~classified as~~ held for sale as of ~~September 30, 2021 or~~ December 31, ~~2020.~~2021.

The following table presents the ending balance of each major category in our loan portfolio held for investment at the dates indicated.


	September 30, 2021				December 31, 2020				March 31, 2022				December 31, 2021
(Dollars in thousands)	Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
Construction and development	$	64,140	2.7	%	$	45,653	2.8	%	$	38,683	1.6	%	$	38,857	1.6	%
Commercial real estate		503,417	21.2	%		477,419	29.2	%		567,031	22.5	%		520,488	20.7	%
Commercial and industrial		82,099	3.5	%		137,239	8.4	%		66,073	2.6	%		73,072	2.9	%
Residential real estate		1,718,593	72.6	%		974,445	59.6	%		1,846,434	73.3	%		1,879,012	74.8	%
Consumer and other		238	—	%		183	—	%		130	—	%		79	—	%
Gross loans	$	2,368,487	100.0	%	$	1,634,939	100.0	%	$	2,518,351	100.0	%	$	2,511,508	100.0	%
Less unearned income		(6,782)				(4,595)				(6,051)				(6,438)
Total loans held for investment	$	2,361,705			$	1,630,344			$	2,512,300			$	2,505,070

SBA Loan Servicing

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we serviced ~~$549.8~~$528.2 million and ~~$507.4~~$543.0 million, respectively, in SBA loans for others. ~~The size our SBA loan servicing portfolio continues to grow as we have consistently originated and sold portions of the SBA loans we originate while retaining loan servicing rights.~~ We carried a servicing asset of ~~$10.9~~$10.6 million and ~~$9.6~~$10.2 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. See Note 4 of our consolidated financial statements as of ~~September 30, 2021,~~March 31, 2022, included elsewhere in this Form 10-Q, for additional information on the activity for SBA loan servicing rights for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Residential Mortgage Loan Servicing

As of ~~September 30, 2021,~~March 31, 2022, we serviced ~~$669.4~~$605.1 million in residential mortgage loans for others compared to ~~$961.7~~$608.2 million as of December 31, ~~2020.~~2021. We carried a servicing asset, net of amortization, of ~~$8.6~~$6.9 million and ~~$13.0~~$7.7 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Amortization relating to the mortgage loan servicing asset was ~~$1.4~~$1.3 million ~~and $4.4 million, respectively,~~ for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 compared to ~~$1.4 million and $4.0~~$1.5 million for the same ~~periods~~period in ~~2020.~~2021. During the three months ended ~~September 30, 2021,~~March 31, 2022, we recorded a fair value impairment recovery of ~~$420,000~~$75,000 on our mortgage servicing asset compared to a ~~$89,000~~$200,000 fair value impairment recovery recorded for the same period in 2020. During the nine months ended September 30, 2021, we recorded a fair value impairment recovery of $17,000 on our mortgage servicing asset compared to a fair value impairment of $442,000 for the same period in 2020.2021. See Note 5 of our consolidated financial statements as of ~~September 30, 2021,~~March 31, 2022, included elsewhere in

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this Form 10-Q, for additional information on the activity for mortgage loans servicing rights for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

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Asset Quality

Nonperforming Loans

Asset quality remained relatively strong during the ~~third~~first quarter of ~~2021.~~2022. Nonperforming loans were ~~$8.7~~$12.4 million at ~~September 30, 2021~~March 31, 2022 compared to ~~$13.1~~$11.8 million at December 31, ~~2020.~~2021. The ~~decrease~~increase from December 31, ~~2020~~2021 to ~~September 30, 2021~~March 31, 2022 was primarily attributable to a ~~$4.2 million decrease~~$747,000 increase in nonaccrual loans. We did not recognize any interest income on nonaccrual loans during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and year ended December 31, ~~2020.~~2021.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. Nonperforming loans include nonaccrual loans, loans past due 90 days or more and still accruing interest, and loans modified under TDRs. Nonaccrual loans at ~~September 30, 2021~~March 31, 2022 comprised of ~~$1.3~~$3.5 million of commercial real estate loans, ~~$29,000~~$152,000 in commercial and industrial loans and ~~$4.7~~$5.9 million in residential real estate loans. Nonaccrual loans at December 31, ~~2020~~2021 comprised of ~~$2.9~~$3.7 million in commercial real estate loans, ~~$34,000~~$152,000 in commercial and industrial loans, and ~~$7.3~~$4.9 million in residential real estate loans.

(Dollars in thousands)

September 30, 2021

December 31, 2020

Nonaccrual loans

$
5,955

$
10,203

Past due loans 90 days or more and still accruing

—

—

Accruing troubled debt restructured loans

2,726

2,891

Total nonperforming loans

8,681

13,094

Other real estate owned

4,374

3,844

Total nonperforming assets

$
13,055

$
16,938

Nonperforming loans to gross loans

0.37
%

0.80
%
Nonperforming assets to total assets

0.47
%

0.89
%
Allowance for loan losses to nonperforming loans

189.44
%

77.40
%

~~(1)~~

~~For purposes of the table above, nonperforming and past due loans exclude COVID-19 loan modifications.~~


(Dollars in thousands)	March 31, 2022			December 31, 2021
Nonaccrual loans	$	9,506		$	8,759
Past due loans 90 days or more and still accruing		—			342
Accruing troubled debt restructured loans		2,901			2,697
Total nonperforming loans		12,407			11,798
Foreclosed real estate		3,562			3,618
Total nonperforming assets	$	15,969		$	15,416
Nonperforming loans to gross loans		0.49	%		0.47	%
Nonperforming assets to total assets		0.51	%		0.50	%
Allowance for loan losses to nonperforming loans		134.39	%		143.69	%

At September 30, 2021, 10.5% of the Company’s loan portfolio, or $247.9 million, was in sectors we expect to be the most sensitive to the COVID-19 pandemic. Within this group, the hotel industry and the restaurant industry, which are two industries heavily impacted by the COVID-19 pandemic, represented $128.3 million and $41.4 million, respectively. While our entire loan portfolio is being continuously assessed, enhanced monitoring for these sectors is ongoing. We are continuously working with these customers to evaluate how the current economic conditions are impacting, and will continue to impact, their business operations.

In March 2020, regulatory agencies issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID–19. The agencies confirmed with the staff of the FASB that short–term modifications made on a good faith basis in response to the COVID–19 pandemic to borrowers who were current prior to any relief, are not to be considered troubled debt restructurings. As of ~~September 30,~~March 31, 2022, we had one non-SBA commercial loan with an outstanding balance of $6.6 million under an approved payment deferral. As of December 31, 2021, we had two non-SBA commercial loans ~~and residential mortgages~~ with outstanding balances of $8.1 million ~~and $2.5 million, respectively,~~ who were under approved payment deferrals. As of ~~December~~March 31, ~~2020,~~2022, we had non-SBA commercial loans and residential mortgages with outstanding balances of $42.0 million and $9.8 million, respectively, who were under approved payment deferrals. As of September 30, 2021, we had sixthree SBA loans under approved payment deferrals with outstanding gross loan balances totaling ~~$11.7~~$5.5 million ($~~2.9~~1.4 million unguaranteed book balance). As of December 31, ~~2020,~~2021, we had approved payment deferrals for 18four SBA loans with outstanding gross loan balances totaling ~~$25.5~~$6.5 million ($~~6.4~~1.6 million unguaranteed book balance). We had no residential mortgages under approved payment deferrals as of March 31, 2022 and December 31, 2021. See Notes 1 and 3 of our consolidated financial statements as of ~~September 30, 2021,~~March 31, 2022, included elsewhere in this Form 10-Q, for more information regarding accounting treatment of loan modifications as a response to COVID-19.

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Allowance for Loan Losses

The allowance for loan losses was ~~$16.4~~$16.7 million at ~~September 30, 2021~~March 31, 2022 compared to ~~$10.1~~$17.0 million at December 31, ~~2020, an increase~~2021, a decrease of ~~$6.3 million,~~$278,000 or ~~62.3%~~1.6%. ~~We continue~~The decrease was mainly due to ~~include qualitative factors~~a charge off on a commercial and industrial loans coupled with minimal loan growth compared to the same period in our allowance for loan losses calculation in light of the continued uncertainties in our loan portfolio caused by the ongoing COVID-19 pandemic, partially resulting in the increased provision expense recorded during the three and nine months ended September 30, 2021 along with the growth in our loan portfolio.2021. The Company is not required to implement the provisions of the CECL accounting standard issued by the FASB in the ASU No. 2016-13 until January 1, 2023, and is continuing to account for the allowance for loan losses under the incurred loss model.

In determining the allowance and the related provision for loan losses, we consider three principal elements: (i) valuation allowances based upon probable losses identified during the review of impaired commercial and industrial, commercial real estate, construction and land development loans, (ii) allocations, by loan classes, on loan portfolios based on historical loan loss experience and qualitative factors, and (iii) review of the credit discounts in relationship to the

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valuation allowance calculated for purchased loans. Provisions for loan losses are charged to operations to record changes to the total allowance to a level deemed appropriate by us.

It is the policy of management to maintain the allowance for loan losses at a level adequate for risks inherent in the loan portfolio. The FDIC and Georgia Department of Banking and Finance also review the allowance for loan losses as an integral part of their examination process. Based on information currently available, management believes that our allowance for loan losses is adequate. However, the loan portfolio can be adversely affected if economic conditions and the real estate market in our market areas were to weaken. The effect of such events, although uncertain at this time, could result in an increase in the level of nonperforming loans and increased loan losses, which could adversely affect our future growth and profitability. No assurance of the ultimate level of credit losses can be given with any certainty.

The following table provides an analysis of the allowance for loan losses, provision for loan losses and net charge-offs for the periods presented below:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in thousands )	2021			2020			2021			2020			2022			2021
Balance, beginning of period	$	13,860		$	7,894		$	10,135		$	6,839		$	16,952		$	10,135
Charge-offs:
Construction and development		—			—			—			—			—			—
Commercial real estate		—			—			26			—			—			—
Commercial and industrial		—			—			64			—			390			4
Residential real estate		—			—			—			—			—			—
Consumer and other		—			17			—			89			—			—
Total charge-offs		—			17			90			89			390			4
Recoveries:
Construction and development		—			—			—			—			—			—
Commercial real estate		4			3			10			8			2			3
Commercial and industrial		—			—			—			25			1			—
Residential real estate		—			—			—			—			—			—
Consumer and other		2			9			7			45			5			2
Total recoveries		6			12			17			78			8			5
Net charge-offs/(recoveries)		(6)			5			73			11			382			(1)
Provision for loan losses		2,579			1,450			6,383			2,511			104			1,599
Balance, end of period	$	16,445		$	9,339		$	16,445		$	9,339		$	16,674		$	11,735
Total loans at end of period	$	2,368,487		$	1,464,922		$	2,368,487		$	1,464,922		$	2,518,351		$	1,873,952
Average loans⁽¹⁾		2,241,207			1,407,670			1,993,270			1,319,606			2,533,254			1,753,691
Net charge-offs to average loans		0.00	%		0.00	%		0.00	%		0.00	%		0.06	%		0.00	%
Allowance for loan losses to total loans		0.69	%		0.64	%		0.69	%		0.64	%		0.66	%		0.63	%

(1)	Excludes loans held for ~~sale~~sale.

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Management believes the allowance for loan losses is adequate to provide for losses inherent in the loan portfolio as of ~~September 30, 2021.~~March 31, 2022.

Deposits

Total deposits increased ~~$631.9~~$119.1 million, or ~~42.7%~~5.3%, to ~~$2.11~~$2.38 billion at ~~September 30, 2021~~March 31, 2022 compared to ~~$1.48~~$2.26 billion at December 31, ~~2020.~~2021. The increase was primarily due to the ~~$177.4~~$23.2 million increase in noninterest-bearing demand deposits, ~~$393.5~~$129.7 million increase in money market accounts, ~~$33.5~~$29.9 million increase in interest-bearing demand deposits, ~~a $21.6 million increase in time deposits,~~ and a ~~$5.9 million~~$799,000 increase in savings ~~accounts.~~accounts, offset by a $64.5 million decrease in time deposits. The increase in money market accounts was partially due to the increase of ~~$254.9~~$21.8 million in brokered money market balances during the ~~nine~~three months ended ~~September 30, 2021. The increase in noninterest-bearing deposits was partially due to a large portion of our PPP loan funds being deposited into our customer’s accounts at the Bank.~~March 31, 2022. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020, 30.3%~~2021, 25.8% and ~~31.3%~~26.2% of total deposits, respectively, were comprised of noninterest-bearing demand accounts and ~~69.7%~~74.2% and ~~68.7%~~73.8%, respectively, of interest-bearing deposit accounts.

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We had ~~$423.7~~$458.5 million of brokered deposits, or ~~20.1%~~19.2% of total deposits, at ~~September 30, 2021~~March 31, 2022 compared to ~~$162.9~~$425.1 million, or ~~11.0%~~18.8% of total deposits, at December 31, ~~2020.~~2021. We use brokered deposits, subject to certain limitations and requirements, as a source of funding to support our asset growth and augment the deposits generated from our branch network, which are our principal source of funding. Our level of brokered deposits varies from time to time depending on competitive interest rate conditions and other factors and tends to increase as a percentage of total deposits when the brokered deposits are less costly than issuing internet certificates of deposit or borrowing from the Federal Home Loan Bank.

The following table summarizes our average deposit balances and weighted average rates for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Three Months Ended September 30,

2021

2020


Average

Weighted

Average

Weighted

(Dollars in thousands )

Balance

Average Rate

Balance

Average Rate

Noninterest-bearing demand

$
600,388

—
%
$
445,970

—
%
Interest-bearing demand deposits

85,966

0.20

51,879

0.20

Savings and money market deposits

371,234

0.35

268,608

0.53

Brokered money market deposits

416,229

0.11

3,012

0.26

Time deposits

506,049

0.37

546,648

1.21

Total interest-bearing deposits

1,379,478

0.28

870,147

0.94

Total deposits

$
1,979,866

0.19

$
1,316,117

0.62


	Nine Months Ended September 30,									Three Months Ended March 31,
	2021					2020				2022					2021
	Average		Weighted			Average		Weighted		Average		Weighted			Average		Weighted
(Dollars in thousands )	Balance		Average Rate			Balance		Average Rate		Balance		Average Rate			Balance		Average Rate
Noninterest-bearing demand	$	548,844		—	%	$	374,310	—	%	$	588,343		—	%	$	483,691	—	%
Interest-bearing demand deposits		77,516		0.20			46,357	0.20			155,418		0.15			67,424	0.20
Savings and money market deposits		337,904		0.36			233,729	0.84			705,643		0.31			316,276	0.37
Brokered money market deposits		340,877		0.11			1,012	0.26			411,949		0.14			242,804	0.10
Time deposits		506,445		0.44			634,657	1.71			441,228		0.37			491,913	0.50
Total interest-bearing deposits		1,262,742		0.30			915,755	1.41			1,714,238		0.27			1,118,417	0.36
Total deposits	$	1,811,586		0.21		$	1,290,065	1.00		$	2,302,581		0.20		$	1,602,108	0.25

Borrowed Funds

Other than deposits, we also utilized FHLB advances as a supplementary funding source to finance our operations. The advances from the FHLB are collateralized by residential real estate loans. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had maximum borrowing capacity from the FHLB of ~~$756.1~~$933.5 million and ~~$522.8~~$826.9 million, respectively. At

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~~September 30, 2021~~ March 31, 2022 and December 31, ~~2020,~~2021, we had ~~$300.0~~$380.0 million and ~~$110.0~~$500.0 million, respectively, of outstanding advances from the FHLB.

In addition to our advances with the FHLB, we maintain federal funds agreements with our correspondent banks. Our available borrowings under these agreements were $47.5 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. We did not have any advances outstanding under these agreements as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Liquidity and Capital Resources

Liquidity

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.

Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing deposits in correspondent banks, federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale deposits, and additional borrowings from correspondent banks, FHLB advances, and the Federal Reserve discount window.

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and increases in customer

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deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

As part of our liquidity management strategy, we open federal funds lines with our correspondent banks. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had $47.5 million of unsecured federal funds lines with no amounts advanced. In addition, we have access to the FRB’s discount window in the amount of $10.0 million with no borrowings outstanding as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The FRB discount window line is collateralized by a pool of commercial real estate loans and commercial and industrial loans totaling ~~$33.9~~$32.4 million as of ~~September 30, 2021.~~March 31, 2022.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had ~~$300.0~~$380.0 million and ~~$110.0~~$500.0 million, respectively, of outstanding advances from the FHLB. Based on the values of loans pledged as collateral, we had ~~$456.1~~$553.5 million and ~~$412.8~~$326.9 million of additional borrowing availability with the FHLB as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. We also maintain relationships in the capital markets with brokers to issue certificates of deposit and money market accounts.

Capital Requirements

The Company and the Bank isare required under federal law to maintain certain minimum capital levels based on ratios of capital to total assets and capital to risk-weighted assets. The required capital ratios are minimums, and the federal banking agencies may determine that a banking organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the institution’s exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution’s ability to manage those risks are important factors that are to be taken into account by the federal banking agencies in assessing an institution’s overall capital adequacy.

The table below summarizes the capital requirements applicable to the Company and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as the Company’s and the Bank’s capital ratios as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The Bank exceeded all regulatory capital requirements and was considered to be “well-capitalized” as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. As of December 31, ~~2020,~~2021, the FDIC categorized the Bank as well-capitalized under the prompt corrective action framework. There have been no conditions or events since December 31, ~~2020~~2021 that management believes would change this classification. While the Company believes that it has sufficient capital to withstand an extended economic recession, its reported and regulatory capital ratios could be adversely impacted in future periods.


							Regulatory
							Capital Ratio
							Requirements		Minimum
							including		Requirement
							fully phased-		for "Well
					Regulatory		in Capital		Capitalized"
					Capital Ratio		Conservation		Depository
	March 31, 2022		December 31, 2021		Requirements		Buffer		Institution
Total capital (to risk-weighted assets)
Consolidated	18.22	%	17.77	%	8.00	%	10.50	%	N/A
Bank	17.65	%	17.18	%	8.00		10.50		10.00	%
Tier 1 capital (to risk-weighted assets)
Consolidated	17.24	%	16.76	%	6.00	%	8.50	%	N/A
Bank	16.68	%	16.17	%	6.00		8.50		8.00	%
CETI capital (to risk-weighted assets)
Consolidated	17.24	%	16.76	%	4.50	%	7.00	%	N/A
Bank	16.68	%	16.17	%	4.50		7.00		6.50	%
Tier 1 capital (to average assets)
Consolidated	9.46	%	9.44	%	4.00	%	4.00	%	N/A
Bank	9.15	%	9.11	%	4.00		4.00		5.00	%

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Regulatory

Capital Ratio

Requirements

Minimum

including
��
Requirement

fully phased-

for "Well

Regulatory

in Capital

Capitalized"

Capital Ratio

Conservation

Depository


September 30, 2021

December 31, 2020

Requirements

Buffer

Institution

Total capital (to risk-weighted assets)











Consolidated

17.64
%
20.86
%
N/A

N/A

N/A

Bank

17.03
%
19.54
%
8.00
%
10.50
%
10.00
%
Tier 1 capital (to risk-weighted assets)









Consolidated

16.61
%
20.00
%
N/A

N/A

N/A

Bank

16.00
%
18.68
%
6.00
%
8.50
%
8.00
%
CETI capital (to risk-weighted assets)









Consolidated

16.61
%
20.00
%
N/A

N/A

N/A

Bank

16.00
%
18.68
%
4.50
%
7.00
%
6.50
%
Tier 1 capital (to average assets)









Consolidated

10.34
%
13.44
%
N/A

N/A

N/A

Bank

9.96
%
12.55
%
4.00
%
4.00
%
5.00
%

Dividends

On ~~October~~April 20, ~~2021, we~~2022, the Company declared a cash dividend of ~~$0.14~~$0.15 per share, payable on ~~November 12, 2021,~~May 13, 2022, to common shareholders of record as of ~~November 3, 2021.~~May 4, 2022. Any future determination to pay dividends to holders of our common stock will depend on our results of operations, financial condition, capital requirements, banking regulations, contractual restrictions and any other factors that our board of directors may deem relevant.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in our consolidated balance sheet. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if we deem collateral is necessary upon extension of credit, is based on management’s credit evaluation of the counterparty.

Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. They are intended to be disbursed, subject to certain condition, upon request of the borrower.

See Note 9 of our consolidated financial statements as of ~~September 30, 2021,~~March 31, 2022, included elsewhere in this Form 10-Q, for more information regarding our off-balance sheet arrangements as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

~~Table of Contents~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. We have identified interest rate risk as our primary source of market risk.

Interest Rate Risk

Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers’ ability to prepay home mortgage loans at any time and depositors’ ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).

Our board of directors establishes broad policy limits with respect to interest rate risk. As part of this policy, the asset liability committee, or ALCO, establishes specific operating guidelines within the parameters of the board of directors’ policies. In general, the ALCO focuses on ensuring a stable and steadily increasing flow of net interest income through managing the size and mix of the balance sheet. The management of interest rate risk is an active process which encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints.

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An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.

Interest rate risk measurement is calculated and reported to the ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.

Evaluation of Interest Rate Risk

We use income simulations, an analysis of core funding utilization, and economic value of equity (EVE) simulations as our primary tools in measuring and managing interest rate risk. These tools are utilized to quantify the potential earnings impact of changing interest rates over a two year simulation horizon (income simulations) as well as identify expected earnings trends given longer term rate cycles (long term simulations, core funding utilizations, and EVE simulation). A standard gap report and funding matrix will also be utilized to provide supporting detailed information on the expected timing of cashflow and repricing opportunities.

There are an infinite number of potential interest rate scenarios, each of which can be accompanied by differing economic/political/regulatory climates; can generate multiple differing behavior patterns by markets, borrowers, depositors, etc.; and, can last for varying degrees of time. Therefore, by definition, interest rate risk sensitivity cannot be predicted with certainty. Accordingly, the Bank’s interest rate risk measurement philosophy focuses on maintaining an appropriate balance between theoretical and practical scenarios; especially given the primary objective of the Bank’s overall asset/liability management process is to facilitate meaningful strategy development and implementation.

~~Table of Contents~~

Therefore, we model a set of interest rate scenarios capturing the financial effects of a range of plausible rate scenarios, the collective impact of which will enable the Bank to clearly understand the nature and extent of its sensitivity to interest rate changes. Doing so necessitates an assessment of rate changes over varying time horizons and of varying/sufficient degrees such that the impact of embedded options within the balance sheet are sufficiently examined.

We use a net interest income simulation model to measure and evaluate potential changes in our net interest income. We run three standard and plausible comparing current or flat rates with a +/- 200 basis point ramp in rates over 12 months. These rate scenarios are considered appropriate as they are neither too modest (e.g. +/- 100 basis points) or too extreme (e.g. +/- 400 basis points) given the economic and rate cycles which have unfolded in the last 25 years. This analysis also provides the foundation for historical tracking of interest rate risk. The impact of interest rate derivatives, such as interest rate swaps and caps, is included in the model.

Potential changes to our net interest income in hypothetical rising and declining rate scenarios calculated as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are presented in the following table:


	Net Interest Income Sensitivity								Net Interest Income Sensitivity
	12 Month Projection				24 Month Projection				12 Month Projection				24 Month Projection
(Ramp in basis points)	+200		-100		+200		-100		+200		-100		+200		-100
September 30, 2021	(1.20)	%	(0.90)	%	(6.10)	%	(11.00)	%
December 31, 2020	1.90	%	0.50	%	(2.00)	%	(7.10)	%
March 31, 2022									(3.40)	%	0.40	%	(3.10)	%	(5.40)	%
December 31, 2021									(3.60)	%	(1.20)	%	(8.70)	%	(10.30)	%

We also model the impact of rate changes on our Economic Value of Equity, or EVE. We base the modeling of EVE based on interest rate shocks as shocks are considered more appropriate for EVE, which accelerates future interest rate risk into current capital via a present value calculation of all future cashflows from the bank’s existing inventory of assets

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and liabilities. Our simulation model incorporates interest rate shocks of +/- 100, 200, and 300 basis points. The results of the model are presented in the table below:


	Economic Value of Equity Sensitivity								Economic Value of Equity Sensitivity
(Shock in basis points)	+300		+200		+100		-100		+300		+200		+100		-100
September 30, 2021	(2.90)	%	0.50	%	1.80	%	(13.00)	%
December 31, 2020	3.90	%	4.20	%	2.60	%	(10.30)	%
March 31, 2022									(9.70)	%	(5.60)	%	(2.00)	%	(4.60)	%
December 31, 2021									(8.90)	%	(3.60)	%	(0.20)	%	(11.90)	%

Our simulation model incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results such as: (i) the timing of changes in interest rates; (ii) shifts or rotations in the yield curve; (iii) re-pricing characteristics for market-rate-sensitive instruments; (iv) varying loan prepayment speeds for different interest rate scenarios; and (v) the overall growth and mix of assets and liabilities. Because of limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as a means to better plan and execute appropriate asset-liability management strategies and manage our interest rate risk.

In addition to interest rate risk, the COVID-19 (and the variants thereof) pandemic and ~~any additional~~the potential for future stay-at-home and self-distancing mandates will likely expose us to additional market value ~~risk.~~risk if implemented. Protracted closures, furloughs and lay-offs have curtailed economic activity, and ~~any additional measures~~ will likely continue to curtail economic activity and could result in lower fair values for collateral in our loan ~~portfolio.~~portfolio if reimplemented in response to COVID-19.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September 30, 2021.~~March 31, 2022. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely

~~Table of Contents~~

decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~September 30, 2021.~~March 31, 2022.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~September 30, 2021,~~March 31, 2022, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is continually monitoring and assessing changes in processes and activities to determine any potential impact on the design and operating effectiveness of internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to various legal proceedings such as claims and lawsuits arising in the course of our normal business activities. Although the ultimate outcome of all claims and lawsuits outstanding as of ~~September 30, 2021~~March 31, 2022 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on our business, results of operations or financial condition.

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Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in “Part I – Item 1A – Risk Factors” of the Company’s ~~2020~~2021 Form 10-K, which could materially affect its business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

There are no material changes during the period covered by this Report to the risk factors previously disclosed in the Company’s ~~2020~~2021 Form 10-K.

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

~~The following table summarizes the repurchases of our common shares for the three months ended September 30, 2021.~~Not applicable.

Total Number of

Shares Repurchased

Maximum Number of

as Part of Publicly

Shares That May Yet Be

Total Number of

Average Price Paid

Announced

Purchased Under


Shares Repurchased

Per Share

Plans of Programs

the Plans or Programs
July 1, 2021 to July 31, 2021

77,921

18.28

77,921

724,702
August 1, 2021 to August 31, 2021

1,412

19.95

1,412

723,290
September 1, 2021 to September 30, 2021

34,099

19.81

34,099

689,191
Total

113,432

18.83

113,432

689,191

On April 23, 2021, the Company announced that its Board of Directors approved a share repurchase program under which the Company may repurchase up to 1,000,000 shares of its common stock. The share repurchase program began on April 27, 2021 and will end on December 31, 2021. The repurchases are made in compliance with all SEC rules, including Rule 10b-18, and other legal requirements and may be made in part under Rule 10b5-1 plans, which permits share repurchases when the Company might otherwise be precluded from doing so. Repurchases can be made from time-to-time in the open market or through privately negotiated transactions depending on market and/or other conditions. The repurchase program may be modified, suspended or discontinued at any time.

~~Table of Contents~~

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit No.		Description of Exhibit

3.1		Restated Articles of Incorporation of MetroCity Bankshares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed September 4, 2019 (File No. 333-233625)
3.2		Amended and Restated Bylaws of MetroCity Bankshares, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed September 4, 2019 (File No. 333-233625)
31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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104

Cover Page Interactive Data File - the cover page has been formatted in Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101

5952

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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.

	METROCITY BANKSHARES, INC.

Date: ~~November 5, 2021~~May 6, 2022	By:	/s/ Nack Y. Paek
		Nack Y. Paek
		Chief Executive Officer

Date: ~~November 5, 2021~~May 6, 2022	By:	/s/ Lucas Stewart
		Lucas Stewart
		Chief Financial Officer

6053


	As of or for the Three Months Ended															As of or for the Nine Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,			September 30,			September 30,
(Dollars in thousands, except per share data)	2021			2021			2021			2020			2020			2021			2020
Selected income statement data:
Interest income	$	29,324		$	25,888		$	22,672		$	19,839		$	18,131		$	77,884		$	57,770
Interest expense		1,135			1,063			1,138			1,411			2,192			3,336			10,078
Net interest income		28,189			24,825			21,534			18,428			15,939			74,548			47,692
Provision for loan losses		2,579			2,205			1,599			956			1,450			6,383			2,511
Noninterest income		9,532			8,594			8,186			6,138			7,964			26,312			21,073
Noninterest expense		13,111			12,093			10,708			11,077			10,150			35,912			30,023
Income tax expense		5,149			4,728			4,432			3,079			2,918			14,309			9,291
Net income		16,882			14,393			12,981			9,454			9,385			44,256			26,940
Per share data:
Basic income per share	$	0.66		$	0.56		$	0.51		$	0.37		$	0.37		$	1.73		$	1.05
Diluted income per share	$	0.66		$	0.56		$	0.50		$	0.37		$	0.36		$	1.71		$	1.05
Dividends per share	$	0.12		$	0.10		$	0.10		$	0.09		$	0.09		$	0.32		$	0.31
Book value per share (at period end)	$	10.84		$	10.33		$	9.95		$	9.54		$	9.23		$	10.84		$	9.23
Shares of common stock outstanding		25,465,236			25,578,668			25,674,573			25,674,573			25,674,067			25,465,236			25,674,067
Weighted average diluted shares		25,729,043			25,833,328			25,881,827			25,870,885			25,858,741			25,805,480			25,774,500
Performance ratios:
Return on average assets		2.61	%		2.53	%		2.62	%		2.14	%		2.20	%		2.59	%		2.17	%
Return on average equity		25.23			22.51			21.35			15.78			16.22			23.09			16.10
Dividend payout ratio		18.24			17.95			19.91			24.60			24.78			18.64			29.62
Yield on total loans		5.16			5.21			5.20			5.14			5.05			5.19			5.60
Yield on average earning assets		4.75			4.79			4.85			4.80			4.51			4.79			4.95
Cost of average interest bearing liabilities		0.28			0.31			0.38			0.56			0.91			0.32			1.35
Cost of deposits		0.28			0.29			0.36			0.55			0.94			0.30			1.41
Net interest margin		4.57			4.60			4.60			4.46			3.97			4.59			4.08
Efficiency ratio⁽¹⁾		34.76			36.19			36.03			45.09			42.46			35.61			43.66
Asset quality data (at period end):
Net charge-offs/(recoveries) to average loans held for investment		0.00	%		0.02	%		0.00	%		0.04	%		0.00	%		0.00	%		0.00	%


			Total Number of
			Shares Repurchased	Maximum Number of
			as Part of Publicly	Shares That May Yet Be
	Total Number of	Average Price Paid	Announced	Purchased Under
	Shares Repurchased	Per Share	Plans of Programs	the Plans or Programs
July 1, 2021 to July 31, 2021	77,921	18.28	77,921	724,702
August 1, 2021 to August 31, 2021	1,412	19.95	1,412	723,290
September 1, 2021 to September 30, 2021	34,099	19.81	34,099	689,191
Total	113,432	18.83	113,432	689,191