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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended June 30, 2020

OR

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

For the Transition Period from    to

Commission file number 000-27719

 

Southern First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

South Carolina		58-2459561
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
100 Verdae Boulevard, Suite 100, Greenville, S.C.		29607
(Address of principal executive offices)		(Zip Code)
864-679-9000 (Registrant’s telephone number, including area code)
Not Applicable (Former name, former address, and former fiscal year, if changed since last report)

 

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

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

 

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

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

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

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐		Smaller Reporting Company	☒
			Emerging growth company	☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,734,644 shares of common stock, par value $0.01 per share, were issued and outstanding as of July 30, 2020.

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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

June 30, 2020 Form 10-Q

INDEX

PART I – CONSOLIDATED FINANCIAL INFORMATION	Page
Item 1.Consolidated Financial Statements
Consolidated Balance Sheets	3
Consolidated Statements of Income	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Shareholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Unaudited Consolidated Financial Statements	8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.Qualitative and Quantitative Disclosures about Market Risk	43
Item 4.Controls and Procedures	43
PART II – OTHER INFORMATION
Item 1.Legal Proceedings	43
Item 1A.Risk Factors	43
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.Defaults upon Senior Securities	44
Item 4.Mine Safety Disclosures	44
Item 5.Other Information	44
Item 6.Exhibits	44

2

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PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

		June 30,			December 31,
(dollars in thousands, except share data)		2020				2019
		(Unaudited)				(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks		$	47,292				19,196
Federal funds sold			87,743				89,256
Interest-bearing deposits with banks			103,371				19,364
Total cash and cash equivalents			238,406				127,816
Investment securities:
Investment securities available for sale			70,997				67,694
Other investments			2,610				6,948
Total investment securities			73,607				74,642
Mortgage loans held for sale			44,169				27,046
Loans			2,036,801				1,943,525
Less allowance for loan losses			(31,602	)			(16,642	)
Loans, net			2,005,199				1,926,883
Bank owned life insurance			40,551				40,011
Property and equipment, net			61,344				58,478
Deferred income taxes			4,017				4,275
Other assets			15,002				8,044
Total assets		$	2,482,295				2,267,195
LIABILITIES
Deposits		$	2,188,643				1,876,124
Federal Home Loan Bank advances and other borrowings			-				110,000
Subordinated debentures			35,944				35,890
Other liabilities			41,554				39,321
Total liabilities			2,266,141				2,061,335
SHAREHOLDERS’ EQUITY
Preferred stock, par value $.01 per share, 10,000,000 shares authorized			-				-
Common stock, par value $.01 per share, 10,000,000 shares authorized, 7,734,644 and 7,672,678 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively			77				77
Nonvested restricted stock			(1,001	)			(803	)
Additional paid-in capital			108,031				106,152
Accumulated other comprehensive income (loss)			805				(298	)
Retained earnings			108,242				100,732
Total shareholders’ equity			216,154				205,860
Total liabilities and shareholders’ equity		$	2,482,295				2,267,195

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

3

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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

		For the three months ended June 30,					For the six months ended June 30,
(dollars in thousands, except share data)		2020			2019		2020		2019
Interest income
Loans		$	23,554		22,098		46,921		42,988
Investment securities			384		539		780		1,087
Federal funds sold and interest-bearing deposits with banks			53		451		155		625
Total interest income			23,991		23,088		47,856		44,700
Interest expense
Deposits			3,627		6,175		8,802		11,550
Borrowings			590		374		1,184		793
Total interest expense			4,217		6,549		9,986		12,343
Net interest income			19,774		16,539		37,870		32,357
Provision for loan losses			10,200		300		16,200		600
Net interest income after provision for loan losses			9,574		16,239		21,670		31,757
Noninterest income
Mortgage banking income			5,776		2,830		8,444		4,687
Service fees on deposit accounts			197		265		459		530
ATM and debit card income			394		443		793		823
Income from bank owned life insurance			270		222		540		438
Other income			2,570		330		2,889		606
Total noninterest income			9,207		4,090		13,125		7,084
Noninterest expenses
Compensation and benefits			8,450		7,399		16,322		14,182
Occupancy			1,498		1,343		3,033		2,682
Outside service and data processing costs			1,228		1,045		2,420		2,005
Insurance			298		280		619		598
Professional fees			527		414		1,023		853
Marketing			101		236		359		496
Other			542		651		1,240		1,200
Total noninterest expenses			12,644		11,368		25,016		22,016
Income before income tax expense			6,137		8,961		9,779		16,825
Income tax expense			1,459		1,721		2,269		3,576
Net income available to common shareholders		$	4,678		7,240		7,510		13,249
Earnings per common share
Basic		$	0.61		0.97		0.98		1.77
Diluted			0.60		0.93		0.96		1.71
Weighted average common shares outstanding
Basic			7,722,419		7,495,508		7,700,508		7,477,525
Diluted			7,818,651		7,755,821		7,822,912		7,748,879

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

4

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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

		For the three months ended June 30,							For the six months ended June 30,
(dollars in thousands)		2020				2019			2020			2019
Net income		$	4,678			7,240			7,510			13,249
Other comprehensive income:
Unrealized gain on securities available for sale:
Unrealized holding gain arising during the period, pretax			500			720			1,395			1,404
Tax expense			(105	)		(151	)		(292	)		(294	)
Reclassification of realized gain			-			(2	)		-			(6	)
Tax expense			-			-			-			1
Other comprehensive income			395			567			1,103			1,105
Comprehensive income		$	5,073			7,807			8,613			14,354

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

5

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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

		For the three months ended June 30,
																			Accumulated
												Nonvested				Additional			other
		Common stock					Preferred stock					restricted				paid-in			comprehensive				Retained
(dollars in thousands, except share data)		Shares		Amount			Shares		Amount			stock				capital			income (loss)				earnings			Total
March 31, 2019		7,505,636			75		-			-			(993	)			103,600			(379	)			78,883			181,186
Net income		-			-		-			-			-				-			-				7,240			7,240
Proceeds from exercise of stock options		52,287			1		-			-			-				436			-				-			437
Compensation expense related to restricted stock, net of tax		-			-		-			-			106				-			-				-			106
Compensation expense related to stock options, net of tax		-			-		-			-			-				318			-				-			318
Other comprehensive income		-			-		-			-			-				-			567				-			567
June 30, 2019		7,557,923		$	76		-		$	-		$	(887	)		$	104,354		$	188			$	86,123		$	189,854
March 31, 2020		7,717,582			77		-			-			(1,105	)			107,529			410				103,564			210,475
Net income		-			-		-			-			-				-			-				4,678			4,678
Proceeds from exercise of stock options		17,062			-		-			-			-				222			-				-			222
Compensation expense related to restricted stock, net of tax		-			-		-			-			104				-			-				-			104
Compensation expense related to stock options, net of tax		-			-		-			-			-				280			-				-			280
Other comprehensive income		-			-		-			-			-				-			395				-			395
June 30, 2020		7,734,644		$	77		-		$	-		$	(1,001	)		$	108,031		$	805			$	108,242		$	216,154

		For the six months ended June 30,
																			Accumulated
												Nonvested				Additional			other
		Common stock					Preferred stock					restricted				paid-in			comprehensive				Retained
(dollars in thousands, except share data)		Shares		Amount			Shares		Amount			stock				capital			income (loss)				earnings			Total
December 31, 2018		7,466,481			75		-			-			(741	)			102,625			(917	)			72,874			173,916
Net income		-			-		-			-			-				-			-				13,249			13,249
Proceeds from exercise of stock options		80,742			1		-			-			-				758			-				-			759
Issuance of restricted stock		10,700			-		-			-			(347	)			347			-				-			-
Compensation expense related to restricted stock, net of tax		-			-		-			-			201				-			-				-			201
Compensation expense related to stock options, net of tax		-			-		-			-			-				624			-				-			624
Other comprehensive income		-			-		-			-			-				-			1,105				-			1,105
June 30, 2019		7,557,923		$	76		-		$	-		$	(887	)		$	104,354		$	188			$	86,123		$	189,854
December 31, 2019		7,672,678			77		-			-			(803	)			106,152			(298	)			100,732			205,860
Net income		-			-		-			-			-				-			-				7,510			7,510
Proceeds from exercise of stock options		52,466			-		-			-			-				962			-				-			962
Issuance of restricted stock		9,500			-		-			-			(406	)			406			-				-			-
Compensation expense related to restricted stock, net of tax		-			-		-			-			208				-			-				-			208
Compensation expense related to stock options, net of tax		-			-		-			-			-				511			-				-			511
Other comprehensive income		-			-		-			-			-				-			1,103				-			1,103
June 30, 2020		7,734,644		$	77		-		$	-		$	(1,001	)		$	108,031		$	805			$	108,242		$	216,154

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

6

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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the six months ended June 30,
(dollars in thousands)		2020				2019
Operating activities
Net income		$	7,510			13,249
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Provision for loan losses			16,200			600
Depreciation and other amortization			1,059			913
Accretion and amortization of securities discounts and premium, net			273			182
Net change in operating leases			112			492
Compensation expense related to stock options and restricted stock grants			719			825
Gain on sale of loans held for sale			(8,031	)		(4,411	)
Loans originated and held for sale			(254,492	)		(154,785	)
Proceeds from sale of loans held for sale			245,400			143,928
Increase in cash surrender value of bank owned life insurance			(540	)		(438	)
Increase in deferred tax asset			(35	)		(3,323	)
Increase in other assets			(6,975	)		(774	)
Increase in other liabilities			880			3,481
Net cash provided by (used for) operating activities			2,080			(61	)
Investing activities
Increase (decrease) in cash realized from:
Increase in loans, net			(94,516	)		(132,241	)
Purchase of property and equipment			(2,641	)		(2,104	)
Purchase of investment securities:
Available for sale			(11,373	)		(5,115	)
Other			(1,275	)		-
Payments and maturities, calls and repayments of investment securities:
Available for sale			9,193			5,991
Other investments			5,614			810
Purchase of life insurance policies			-			(5,000	)
Net cash used for investing activities			(94,998	)		(137,659	)
Financing activities
Increase (decrease) in cash realized from:
Increase in deposits, net			312,519			205,872
Decrease in Federal Home Loan Bank advances and other borrowings, net			(109,973	)		(25,000	)
Proceeds from the exercise of stock options			962			759
Net cash provided by financing activities			203,508			181,631
Net increase in cash and cash equivalents			110,590			43,911
Cash and cash equivalents at beginning of the period			127,816			72,873
Cash and cash equivalents at end of the period		$	238,406			116,784
Supplemental information
Cash paid for
Interest		$	11,008			12,063
Income taxes			-			3,323
Schedule of non-cash transactions
Unrealized gain on securities, net of income taxes			1,103			1,110
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			2,115			15,395

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

7

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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Nature of Business and Basis of Presentation

Business Activity

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

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and six-month periods ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”) on March 2, 2020. The consolidated financial statements include the accounts of the Company and the Bank. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the financial statements related to the Trusts have not been consolidated.

Business Segments

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

Use of Estimates

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

Risks and Uncertainties

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

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

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

As of June 30, 2020, the Company and Bank capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by further credit losses.

The Company maintains access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the subsidiary bank. As of June 30, 2020, the $15.0 million line was unused.

As of June 30, 2020, 863 of our clients had requested loan payment deferrals or payments of interest only on loans totaling $647.1 million, of which 90.0% were commercial loans. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings (“TDRs”) unless the borrower was previously experiencing financial difficulty; however, three client relationships, with loans totaling $2.9 million, were granted short-term loan modifications which were considered TDRs due to the client experiencing financial difficulty prior to the pandemic. In certain cases, we have made a second three-month deferral to our clients based on individual circumstances for the borrower.

In addition, the risk-rating on COVID-19 modified loans did not change, and these loans will not be considered past due until after the deferral period is over and scheduled payments resume. The credit quality of these loans will be reevaluated after the deferral period ends. As of June 30, 2020, $362.1 million, or 56%, of these loans have reached the end of their deferral period and are beginning to resume normal payments with a significant majority of the remaining modified loans completing their deferral period by the end of the third quarter. The table below provides a breakdown of loan modification requests due to the COVID-19 pandemic by type of concession.

		June 30, 2020
(dollars in thousands)		# Loans				Amount				% of Total Portfolio
Payment deferrals			602			$	488,984				24.0	%
Interest only			253				154,093				7.6	%
Financial difficulty (TDR)			8				4,017				0.2	%
			863			$	647,094				31.8	%

While most industries have and will continue to experience adverse impacts as a result of the COVID-19 pandemic, we have identified nine loan categories considered to be “at-risk” of significant impact. As of June 30, 2020, 41% of these loans have reached the end of their deferral period and are beginning to resume normal payments. The table below identifies these segments as well as the outstanding, committed and modified loan balances for each industry.

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		June 30, 2020
														% of
						% of Total				Total				Committed				Total
		Balance				Loans				Committed				Balance				Modified
(dollars in thousands)		Outstanding				Outstanding				Balance				Outstanding				Balance				% Modified
Religious organizations		$	60,088				3.0	%			90,439				66.4	%			33,671				54.4	%
Entertainment facilities			4,745				0.2	%			9,325				50.9	%			845				17.8	%
Hotels			84,163				4.1	%			104,049				80.9	%			74,383				88.4	%
Personal care businesses			1,356				0.1	%			1,395				97.2	%			572				42.2	%
Restaurants			14,467				0.7	%			15,977				90.5	%			9,889				68.4	%
Sports facilities			22,098				1.1	%			22,768				97.1	%			21,064				95.3	%
Travel related businesses			3,325				0.2	%			4,082				81.5	%			3,080				92.6	%
Private healthcare facilities			36,054				1.8	%			41,116				87.7	%			24,857				68.9	%
Non-essential retail			191,674				9.4	%			199,873				95.9	%			108,508				56.6	%
Total		$	417,970				20.5	%			489,024				85.5	%			276,869				66.2	%

We continue to monitor unfunded commitments through the pandemic, including home equity lines of credit, for evidence of increased credit exposure as borrowers utilize these lines for liquidity purposes.

Reclassifications

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

Subsequent Events

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

Newly Issued, But Not Yet Effective Accounting Standards

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

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

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

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NOTE 2 – Investment Securities

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

		June 30, 2020
		Amortized				Gross Unrealized								Fair
(dollars in thousands)		Cost				Gains				Losses				Value
Available for sale
US government agencies		$	500				-				2				498
SBA securities			514				-				20				494
State and political subdivisions			10,404				548				6				10,946
Asset-backed securities			12,509				-				450				12,059
Mortgage-backed securities
FHLMC			9,035				275				-				9,310
FNMA			31,055				645				29				31,671
GNMA			5,963				65				9				6,019
Total mortgage-backed securities			46,053				985				38				47,000
Total investment securities available for sale		$	69,980				1,533				516				70,997

		December 31, 2019
		Amortized				Gross Unrealized								Fair
		Cost				Gains				Losses				Value
Available for sale
US government agencies		$	500				-				1				499
SBA securities			550				-				19				531
State and political subdivisions			4,205				3				24				4,184
Asset-backed securities			13,351				-				184				13,167
Mortgage-backed securities
FHLMC			10,609				14				15				10,608
FNMA			35,275				34				169				35,140
GNMA			3,581				5				21				3,565
Total mortgage-backed securities			49,465				53				205				49,313
Total		$	68,071				56				433				67,694

Contractual maturities and yields on the Company’s investment securities at June 30, 2020 and December 31, 2019 are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

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		June 30, 2020
		Less than one year						One to five years						Five to ten years						Over ten years						Total
(dollars in thousands)		Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield
Available for sale
US government agencies		$	-			-			498			0.43	%		-			-			-			-			498			0.43	%
SBA securities			-			-			-			-			-			-			494			0.97	%		494			0.97	%
State and political subdivisions			-			-			-			-			1,985			2.99	%		8,961			2.71	%		10,946			2.76	%
Asset-backed securities			-			-			-			-			1,304			0.84	%		10,755			1.05	%		12,059			1.02	%
Mortgage-backed securities			-			-			3,039			1.81	%		9,354			2.04	%		34,607			1.71	%		47,000			1.78	%
Total		$	-			-			3,537			1.62	%		12,643			2.06	%		54,817			1.73	%		70,997			1.77	%

		December 31, 2019
		Less than one year						One to five years						Five to ten years						Over ten years						Total
(dollars in thousands)		Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield
Available for sale
US government agencies		$	-			-			499			1.97	%		-			-			-			-			499			1.97	%
SBA securities			-			-			-			-			-			-			531			2.62	%		531			2.62	%
State and political subdivisions			-			-			808			2.81	%		1,283			2.96	%		2,093			2.67	%		4,184			2.79	%
Asset-backed securities			-			-			-			-			1,493			2.34	%		11,674			2.61	%		13,167			2.58	%
Mortgage-backed securities			-			-			3,368			1.78	%		7,638			2.00	%		38,307			2.24	%		49,313			2.17	%
Total		$	-			-			4,675			1.98	%		10,414			2.17	%		52,605			2.34	%		67,694			2.29	%

The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities at June 30, 2020 and December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

		June 30, 2020
		Less than 12 months									12 months or longer									Total
					Fair			Unrealized						Fair			Unrealized						Fair			Unrealized
(dollars in thousands)		#			value			losses			#			value			losses			#			value			losses
Available for sale
US government agencies			1		$	498		$	2			-		$	-		$	-			1		$	498		$	2
SBA securities			-			-			-			1			494			20			1			494			20
State and political subdivisions			1			1,078			6			-			-			-			1			1,078			6
Asset-backed securities			5			5,501			220			5			6,559			230			10			12,060			450
Mortgage-backed securities
FNMA			3			1,336			6			3			2,317			23			6			3,653			29
GNMA			1			2,483			9			-			-			-			1			2,483			9
Total			11		$	10,896		$	243			9		$	9,370		$	273			20		$	20,266		$	516

		December 31, 2019
		Less than 12 months									12 months or longer									Total
					Fair			Unrealized						Fair			Unrealized						Fair			Unrealized
(dollars in thousands)		#			value			losses			#			value			losses			#			value			losses
Available for sale
US government agencies			1		$	499		$	1			-		$	-		$	-			1		$	499		$	1
SBA securities			-			-			-			1			531			19			1			531			19
State and political subdivisions			2			2,093			24			-			-			-			2			2,093			24
Asset-backed securities			5			5,921			68			5			7,246			116			10			13,167			184
Mortgage-backed securities
FHLMC			4			3,842			2			4			2,323			13			8			6,165			15
FNMA			14			15,500			67			11			9,462			102			25			24,962			169
GNMA			2			2,240			6			1			734			15			3			2,974			21
Total			28		$	30,095		$	168			22		$	20,296		$	265			50		$	50,391		$	433

At June 30, 2020, the Company had 11 individual investments with a fair market value of $10.9 million that were in an unrealized loss position for less than 12 months and nine individual investments with a fair market value of $9.4 million that were in an unrealized loss position for 12 months or longer. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality. The individual securities are each investment grade securities. The Company considers the length of time and extent to which the fair value of available-for-sale debt securities have been less than cost to conclude that such securities are not other-than-temporarily impaired. The Company also considers other factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions.

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

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

(dollars in thousands)		June 30, 2020				December 31, 2019
Federal Home Loan Bank stock		$	2,041				6,386
Other investments			166				159
Investment in Trust Preferred securities			403				403
Total other investments		$	2,610				6,948

The Company has evaluated the Federal Home Loan Bank (“FHLB”) stock for impairment and determined that the investment in the FHLB stock is not other than temporarily impaired as of June 30, 2020 and that ultimate recoverability of the par value of this investment is probable. All of the FHLB stock is used to collateralize advances with the FHLB.

NOTE 3 – Mortgage Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are reported as loans held for sale and carried at fair value under the fair value option with changes in fair value recognized in current period earnings. At the date of funding of the mortgage loan held for sale, the funded amount of the loan, the related derivative asset or liability of the associated interest rate lock commitment, less direct loan costs becomes the initial recorded investment in the loan held for sale. Such amount approximates the fair value of the loan. At June 30, 2020, mortgage loans held for sale totaled $44.2 million compared to $27.0 million at December 31, 2019.

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

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

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

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NOTE 4 – Loans and Allowance for Loan Losses

The following table summarizes the composition of our loan portfolio. Total gross loans are recorded net of deferred loan fees and costs, which totaled $3.6 million as of June 30, 2020 and $3.3 million as of December 31, 2019.

		June 30, 2020								December 31, 2019
(dollars in thousands)		Amount				% of Total				Amount				% of Total
Commercial
Owner occupied RE		$	420,858				20.7	%		$	407,851				21.0	%
Non-owner occupied RE			554,566				27.2	%			501,878				25.8	%
Construction			71,761				3.5	%			80,486				4.1	%
Business			310,212				15.2	%			308,123				15.9	%
Total commercial loans			1,357,397				66.6	%			1,298,338				66.8	%
Consumer
Real estate			437,742				21.5	%			398,245				20.5	%
Home equity			173,739				8.5	%			179,738				9.3	%
Construction			45,629				2.3	%			41,471				2.1	%
Other			22,294				1.1	%			25,733				1.3	%
Total consumer loans			679,404				33.4	%			645,187				33.2	%
Total gross loans, net of deferred fees			2,036,801				100.0	%			1,943,525				100.0	%
Less—allowance for loan losses			(31,602	)							(16,642	)
Total loans, net		$	2,005,199							$	1,926,883

Maturities and Sensitivity of Loans to Changes in Interest Rates

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

		June 30, 2020
						After one
		One year				but within				After five
(dollars in thousands)		or less				five years				years				Total
Commercial
Owner occupied RE		$	31,396				147,219				242,243				420,858
Non-owner occupied RE			59,676				306,178				188,712				554,566
Construction			8,568				32,297				30,896				71,761
Business			84,691				147,433				78,088				310,212
Total commercial loans			184,331				633,127				539,939				1,357,397
Consumer
Real estate			16,360				66,357				355,025				437,742
Home equity			8,232				25,853				139,654				173,739
Construction			9,067				1,317				35,245				45,629
Other			5,507				12,587				4,200				22,294
Total consumer loans			39,166				106,114				534,124				679,404
Total gross loans, net of deferred fees		$	223,497				739,241				1,074,063				2,036,801
Loans maturing after one year with:
Fixed interest rates														$	1,455,803
Floating interest rates															357,501

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		December 31, 2019
						After one
		One year				but within				After five
(dollars in thousands)		or less				five years				years				Total
Commercial
Owner occupied RE		$	40,476				147,945				219,430				407,851
Non-owner occupied RE			55,187				267,879				178,812				501,878
Construction			31,035				19,278				30,173				80,486
Business			84,452				146,051				77,620				308,123
Total commercial loans			211,150				581,153				506,035				1,298,338
Consumer
Real estate			16,663				82,445				299,137				398,245
Home equity			9,921				25,828				143,989				179,738
Construction			13,405				1,222				26,844				41,471
Other			6,422				15,022				4,289				25,733
Total consumer			46,411				124,517				474,259				645,187
Total gross loan, net of deferred fees		$	257,561				705,670				980,294				1,943,525
Loans maturing after one year with:
Fixed interest rates														$	1,310,744
Floating interest rates															375,220

Paycheck Protection Program (“PPP”)

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

In an effort to assist our clients as best we could through the pandemic, we became an approved SBA lender in March 2020 and processed 853 loans under the PPP for a total of $97.5 million, receiving SBA lender fee income of $3.9 million. As the regulations and guidance for PPP loans and the forgiveness process continued to change and evolve, management recognized the operational risk and complexity associated with this portfolio and decided to pursue the sale of the PPP loan portfolio to a third party better suited to support and serve our PPP clients through the loan forgiveness process. This loan sale will allow our team to focus on serving our clients and proactively monitor and address credit risk brought on by the pandemic. On June 26, 2020, we completed the sale of our PPP loan portfolio to The Loan Source Inc., together with its servicing partner, ACAP SME LLC, and immediately recognized SBA lender fee income of $2.2 million, net of sale and processing costs, which is included in other noninterest income in the consolidated financial statements.

Portfolio Segment Methodology

Commercial

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

Consumer

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

Credit Quality Indicators

Commercial

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

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

•

Pass—These loans range from minimal credit risk to average credit risk; however, still have acceptable credit risk.

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•

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

•

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

•

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

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

		June 30, 2020
		Owner				Non-owner
(dollars in thousands)		occupied RE				occupied RE				Construction				Business				Total
Current		$	420,006				552,138				71,761				309,512				1,353,417
30-59 days past due			-				-				-				482				482
60-89 days past due			301				-				-				-				301
Greater than 90 Days			551				2,428				-				218				3,197
		$	420,858				554,566				71,761				310,212				1,357,397

		December 31, 2019
		Owner				Non-owner
(dollars in thousands)		occupied RE				occupied RE				Construction				Business				Total
Current		$	406,594				501,676				80,486				307,710				1,296,466
30-59 days past due			706				151				-				178				1,035
60-89 days past due			-				-				-				-				-
Greater than 90 Days			551				51				-				235				837
		$	407,851				501,878				80,486				308,123				1,298,338

As of June 30, 2020 and December 31, 2019, loans 30 days or more past due represented 0.33% and 0.23% of the Company’s total loan portfolio, respectively. Commercial loans 30 days or more past due were 0.20% and 0.10% of the Company’s total loan portfolio as of June 30, 2020 and December 31, 2019, respectively.

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

		June 30, 2020
		Owner				Non-owner
(dollars in thousands)		occupied RE				occupied RE				Construction				Business				Total
Pass		$	417,254				546,801				71,761				304,497				1,340,313
Special mention			1,305				1,226				-				2,254				4,785
Substandard			2,299				6,539				-				3,461				12,299
Doubtful			-				-				-				-				-
		$	420,858				554,566				71,761				310,212				1,357,397

		December 31, 2019
		Owner				Non-owner
(dollars in thousands)		occupied RE				occupied RE				Construction				Business				Total
Pass		$	404,237				492,941				80,486				301,504				1,279,168
Special mention			1,312				744				-				3,108				5,164
Substandard			2,302				8,193				-				3,511				14,006
Doubtful			-				-				-				-				-
		$	407,851				501,878				80,486				308,123				1,298,338

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Consumer

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

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

		June 30, 2020
(dollars in thousands)		Real estate				Home equity				Construction				Other				Total
Current		$	436,975				171,810				45,629				22,279				676,693
30-59 days past due			-				1,442				-				6				1,448
60-89 days past due			253				190				-				9				452
Greater than 90 Days			514				297				-				-				811
		$	437,742				173,739				45,629				22,294				679,404

		December 31, 2019
(dollars in thousands)		Real estate				Home equity				Construction				Other				Total
Current		$	396,445				179,051				41,471				25,650				642,617
30-59 days past due			799				369				-				83				1,251
60-89 days past due			-				118				-				-				118
Greater than 90 Days			1,001				200				-				-				1,201
		$	398,245				179,738				41,471				25,733				645,187

Consumer loans 30 days or more past due were 0.13% of total loans as of June 30, 2020 and December 31, 2019.

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

		June 30, 2020
(dollars in thousands)		Real estate				Home equity				Construction				Other				Total
Pass		$	431,688				168,735				45,629				22,003				668,055
Special mention			1,949				1,330				-				251				3,530
Substandard			4,105				3,674				-				40				7,819
Doubtful			-				-				-				-				-
		$	437,742				173,739				45,629				22,294				679,404

		December 31, 2019
(dollars in thousands)		Real estate				Home equity				Construction				Other				Total
Pass		$	392,572				176,532				41,471				25,421				635,996
Special mention			2,267				775				-				261				3,303
Substandard			3,406				2,431				-				51				5,888
Doubtful			-				-				-				-				-
		$	398,245				179,738				41,471				25,733				645,187

Nonperforming assets

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

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

(dollars in thousands)		June 30, 2020				December 31, 2019
Commercial
Owner occupied RE		$	-				-
Non-owner occupied RE			2,428				188
Construction			-				-
Business			229				235
Consumer
Real estate			1,324				1,829
Home equity			360				431
Construction			-				-
Other			-				-
Nonaccruing troubled debt restructurings			4,669				4,111
Total nonaccrual loans, including nonaccruing TDRs			9,010				6,794
Other real estate owned			-				-
Total nonperforming assets		$	9,010				6,794
Nonperforming assets as a percentage of:
Total assets			0.36	%			0.30	%
Gross loans			0.44	%			0.35	%
Total loans over 90 days past due		$	4,008				2,038
Loans over 90 days past due and still accruing			-				-
Accruing troubled debt restructurings			7,332				5,219

Impaired Loans

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

						June 30, 2020
						Recorded investment
										Impaired loans				Impaired loans
		Unpaid								with no related				with related				Related
		Principal				Impaired				allowance for				allowance for				allowance for
(dollars in thousands)		Balance				loans				loan losses				loan losses				loan losses
Commercial
Owner occupied RE		$	2,786				2,722				2,268				454				76
Non-owner occupied RE			6,156				5,616				2,333				3,283				566
Construction			-				-				-				-				-
Business			2,618				2,529				305				2,224				814
Total commercial			11,560				10,867				4,906				5,961				1,456
Consumer
Real estate			3,059				3,048				1,986				1,062				369
Home equity			2,336				2,286				2,012				274				160
Construction			-				-				-				-				-
Other			141				141				-				141				14
Total consumer			5,536				5,475				3,998				1,477				543
Total		$	17,096				16,342				8,904				7,438				1,999

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						December 31, 2019
						Recorded investment
										Impaired loans				Impaired loans
		Unpaid								with no related				with related				Related
		Principal				Impaired				allowance for				allowance for				allowance for
(dollars in thousands)		Balance				loans				loan losses				loan losses				loan losses
Commercial
Owner occupied RE		$	2,791				2,726				2,270				456				75
Non-owner occupied RE			4,512				4,051				2,419				1,632				465
Construction			-				-				-				-				-
Business			1,620				1,531				558				973				452
Total commercial			8,923				8,308				5,247				3,061				992
Consumer
Real estate			2,727				2,720				1,638				1,082				364
Home equity			885				838				459				379				66
Construction			-				-				-				-				-
Other			147				147				-				147				16
Total consumer			3,759				3,705				2,097				1,608				446
Total		$	12,682				12,013				7,344				4,669				1,438

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

		Three months ended June 30, 2020									Three months ended June 30, 2019
		Average				Recognized				Average				Recognized
		recorded				interest				recorded				interest
(dollars in thousands)		investment				income				investment				income
Commercial
Owner occupied RE		$	2,722				14				3,116				44
Non-owner occupied RE			6,078				39				2,544				41
Construction			-				-				-				-
Business			2,534				19				2,728				37
Total commercial			11,334				72				8,388				122
Consumer
Real estate			3,052				15				2,622				20
Home equity			2,287				5				1,659				21
Construction			-				-				-				-
Other			142				1				155				1
Total consumer			5,481				21				4,436				42
Total		$	16,815				93				12,824				164

		Six months ended									Six months ended								Year ended
		June 30, 2020									June 30, 2019								December 31, 2019
		Average				Recognized				Average				Recognized				Average				Recognized
		recorded				interest				recorded				interest				recorded				interest
(dollars in thousands)		investment				income				investment				income				investment				income
Commercial
Owner occupied RE		$	2,723				33				3,123				79				2,739				128
Non-owner occupied RE			6,098				102				2,565				85				4,161				255
Construction			-				-				-				-				-				-
Business			2,545				47				2,700				77				1,582				79
Total commercial			11,366				182				8,388				241				8,482				462
Consumer
Real estate			3,057				40				2,633				45				2,771				131
Home equity			2,288				17				1,670				51				853				42
Construction			-				-				-				-				-				-
Other			144				2				156				2				153				5
Total consumer			5,489				59				4,459				98				3,777				178
Total		$	16,855				241				12,847				339				12,259				640

Allowance for Loan Losses

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

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

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

		Three months ended June 30, 2020
		Commercial																Consumer
		Owner				Non-owner
		occupied				occupied												Real				Home
(dollars in thousands)		RE				RE				Construction				Business				Estate				equity				Construction				Other				Total
Balance, beginning of period		$	4,005				5,794				694				4,714				4,606				1,896				415				338				22,462
Provision for loan losses			1,795				3,909				283				1,282				1,925				745				200				61				10,200
Loan charge-offs			-				(912	)			-				(170	)			-				-				-				-				(1,082	)
Loan recoveries			-				-				-				15				7				-				-				-				22
Net loan charge-offs			-				(912	)			-				(155	)			7				-				-				-				(1,060	)
Balance, end of period		$	5,800				8,791				977				5,841				6,538				2,641				615				399				31,602
Net charge-offs to average loans (annualized)																																			0.24	%
Allowance for loan losses to gross loans																																			1.55	%
Allowance for loan losses to nonperforming loans																																			350.74	%

		Three months ended June 30, 2019
		Commercial																Consumer
(dollars in thousands)		Owner occupied RE				Non-owner occupied RE				Construction				Business				Real Estate				Home equity				Construction				Other				Total
Balance, beginning of period		$	2,783				3,886				572				3,796				3,041				1,410				282				281				16,051
Provision for loan losses			135				143				(3	)			(181	)			49				98				36				23				300
Loan charge-offs			(110	)			(13	)			-				-				-				(100	)			-				(14	)			(237	)
Loan recoveries			-				-				-				8				14				1				-				7				30
Net loan charge-offs			(110	)			(13	)			-				8				14				(99	)			-				(7	)			(207	)
Balance, end of period		$	2,808				4,016				569				3,623				3,104				1,409				318				297				16,144
Net charge-offs to average loans (annualized)																																			0.05	%
Allowance for loan losses to gross loans																																			0.89	%
Allowance for loan losses to nonperforming loans																																			277.92	%

		Six months ended June 30, 2020
		Commercial																	Consumer
(dollars in thousands)		Owner occupied RE					Non-owner occupied RE				Construction				Business				Real Estate			Home equity				Construction					Other			Total
Balance, beginning of period		$	2,835				4,304				541				3,692				3,278				1,447				268				277				16,642
Provision for loan losses			2,965				5,620				436				2,288				3,251				1,126				347				167				16,200
Loan charge-offs			-				(1,133	)			-				(170	)			-				-				-				(45	)			(1,348	)
Loan recoveries			-				-				-				31				9				68				-				-				108
Net loan charge-offs			-				(1,133	)			-				(139	)			9				68				-				(45	)			(1,240	)
Balance, end of period		$	5,800				8,791				977				5,841				6,538				2,641				615				399				31,602
Net charge-offs to average loans (annualized)																																			0.12	%

		Six months ended June 30, 2019
		Commercial																	Consumer
		Owner occupied RE				Non-owner occupied RE				Construction					Business			Real Estate					Home equity			Construction				Other				Total
Balance, beginning of period		$	2,726				3,811				615				3,616				3,081				1,348				275				290				15,762
Provision for loan losses			192				217				(46	)			(10	)			(6	)			160				43				50				600
Loan charge-offs			(110	)			(14	)			-				-				-				(100	)			-				(53	)			(277	)
Loan recoveries			-				2				-				17				29				1				-				10				59
Net loan charge-offs			(110	)			(12	)			-				17				29				(99	)			-				(43	)			(218	)
Balance, end of period		$	2,808				4,016				569				3,623				3,104				1,409				318				297				16,144
Net charge-offs to average loans (annualized)																																			0.03	%

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

		June 30, 2020
		Allowance for loan losses							Recorded investment in loans
(dollars in thousands)		Commercial			Consumer		Total		Commercial		Consumer		Total
Individually evaluated		$	1,456		543		1,999		10,867		5,475		16,342
Collectively evaluated			19,953		9,650		29,603		1,346,530		673,929		2,020,459
Total		$	21,409		10,193		31,602		1,357,397		679,404		2,036,801

		December 31, 2019
		Allowance for loan losses							Recorded investment in loans
(dollars in thousands)		Commercial			Consumer		Total		Commercial		Consumer		Total
Individually evaluated		$	992		446		1,438		8,308		3,705		12,013
Collectively evaluated			10,380		4,824		15,204		1,290,030		641,482		1,931,512
Total		$	11,372		5,270		16,642		1,298,338		645,187		1,943,525

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NOTE 5 – Troubled Debt Restructurings

At June 30, 2020, the Company had 24 loans totaling $12.0 million compared to 19 loans totaling $9.3 million at December 31, 2019, which were considered as TDRs. The Company considers a loan to be a TDR when the debtor experiences financial difficulties and the Company grants a concession to the debtor that it would not normally consider. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of the workout plan for individual loan relationships, the Company may restructure loan terms to assist borrowers facing financial challenges in the current economic environment. In accordance with interagency guidance, short term deferrals granted due to the COVID-19 pandemic are not considered TDRs unless the borrower was experiencing financial difficulty prior to the pandemic; however, three client relationships, with loans totaling $2.9 million, were granted short-term loan modifications which were considered TDRs due to the client experiencing financial difficulty prior to the pandemic.

The following table summarizes the concession at the time of modification and the recorded investment in the Company’s TDRs before and after their modification for the six months ended June 30, 2020 and 2019. New TDRs for the three months ended June 30, 2020 and 2019 were not material.

		For the six months ended June 30, 2020
																						Pre-				Post-
																						modification				modification
		Renewals				Reduced or				Converted				Maturity				Total				outstanding				outstanding
		deemed a				deferred				to interest				date				Number				recorded				recorded
(dollars in thousands)		concession				payments				only				extensions				of loans				investment				investment
Commercial
Business			1				-				-				-				1			$	1,037			$	1,037
Consumer
Real estate			2				-				-				-				2				849				849
Home equity			3				-				-				-				3				1,522				1,522
Total loans			6				-				-				-				6			$	3,408			$	3,408

		For the six months ended June 30, 2019
																						Pre-				Post-
																						modification				modification
		Renewals				Reduced or				Converted				Maturity				Total				outstanding				outstanding
		deemed a				deferred				to interest				date				Number				recorded				recorded
(dollars in thousands)		concession				payments				only				extensions				of loans				investment				investment
Consumer
Home equity			1				-				-				-				1			$	832			$	832
Total loans			1				-				-				-				1			$	832			$	832

As of June 30, 2020 and 2019, there were no loans modified as a TDR for which there was a payment default (60 days past due) within 12 months of the restructuring date.

NOTE 6 – Derivative Financial Instruments

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

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

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

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The following table summarizes the Company’s outstanding financial derivative instruments at June 30, 2020 and December 31, 2019.

		June 30, 2020
							Fair Value
(dollars in thousands)		Notional			Balance Sheet Location		Asset/(Liability)
Mortgage loan interest rate lock commitments		$	116,124		Other assets		$	2,373
MBS forward sales commitments			88,500		Other liabilities			(589	)
Total derivative financial instruments		$	204,624				$	1,784

		December 31, 2019
							Fair Value
(dollars in thousands)		Notional			Balance Sheet Location		Asset/(Liability)
Mortgage loan interest rate lock commitments		$	26,446		Other assets		$	344
MBS forward sales commitments			20,500		Other liabilities			(39	)
Total derivative financial instruments		$	46,946				$	305

NOTE 7 – Fair Value Accounting

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

Level 1 – Quoted market price in active markets

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

Level 2 – Significant other observable inputs

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

Level 3 – Significant unobservable inputs

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

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 14 of the Company’s 2019 Annual Report on Form 10-K. The Company’s loan portfolio is initially fair valued using a segmented approach, using the eight categories of loans as disclosed in Note 4 – Loans and Allowance for Loan Losses. Loans are considered a Level 3 classification.

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Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019.

		June 30, 2020
(dollars in thousands)		Level 1			Level 2		Level 3		Total
Assets
Securities available for sale
US government agencies		$	-		498		-		498
SBA securities			-		494		-		494
State and political subdivisions			-		10,946		-		10,946
Asset-backed securities			-		12,059		-		12,059
Mortgage-backed securities			-		47,000		-		47,000
Mortgage loans held for sale			-		44,169		-		44,169
Mortgage loan interest rate lock commitments			-		2,373		-		2,373
Total assets measured at fair value on a recurring basis		$	-		117,539		-		117,539
Liabilities
MBS forward sales commitments		$	-		589		-		589
Total liabilities measured at fair value on a recurring basis		$	-		589		-		589

		December 31, 2019
(dollars in thousands)		Level 1			Level 2		Level 3		Total
Assets
Securities available for sale:
US government agencies		$	-		499		-		499
SBA securities			-		531		-		531
State and political subdivisions			-		4,184		-		4,184
Asset-backed securities			-		13,167		-		13,167
Mortgage-backed securities			-		49,313		-		49,313
Mortgage loans held for sale			-		27,046		-		27,046
Mortgage loan interest rate lock commitments			-		344		-		344
Total assets measured at fair value on a recurring basis		$	-		95,084		-		95,084
Liabilities
MBS forward sales commitments		$	-		39		-		39
Total liabilities measured at fair value on a recurring basis		$	-		39		-		39

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2020 and December 31, 2019.

		As of June 30, 2020
(dollars in thousands)		Level 1			Level 2		Level 3		Total
Assets
Impaired loans		$	-		9,570		4,773		14,343
Total assets measured at fair value on a nonrecurring basis		$	-		9,570		4,773		14,343

		As of December 31, 2019
(dollars in thousands)		Level 1			Level 2		Level 3		Total
Assets
Impaired loans		$	-		5,634		4,941		10,575
Total assets measured at fair value on a nonrecurring basis		$	-		5,634		4,941		10,575

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

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Fair Value of Financial Instruments

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

The estimated fair values of the Company’s financial instruments at June 30, 2020 and December 31, 2019 are as follows:

		June 30, 2020
		Carrying			Fair
(dollars in thousands)		Amount			Value		Level 1		Level 2		Level 3
Financial Assets:
Other investments, at cost		$	2,610		2,610		-		-		2,610
Loans1			1,988,857		1,952,870		-		-		1,952,870
Financial Liabilities:
Deposits			2,188,643		2,107,097		-		2,107,097		-
Subordinated debentures			35,944		29,971		-		29,971		-

		December 31, 2019
		Carrying			Fair
(dollars in thousands)		Amount			Value		Level 1		Level 2		Level 3
Financial Assets:
Other investments, at cost		$	6,948		6,948		-		-		6,948
Loans1			1,914,870		1,900,216		-		-		1,900,216
Financial Liabilities:
Deposits			1,876,124		1,772,121		-		1,772,121		-
FHLB and other borrowings			110,000		109,737		-		109,737		-
Subordinated debentures			35,890		33,250		-		33,250		-

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

NOTE 8 – Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842)”. As of June 30, 2020, we lease seven of our offices under various operating lease agreements. The lease agreements have maturity dates ranging from February 2022 to October 2029, some of which include options for multiple five-year extensions. The weighted average remaining life of the lease term for these leases was 7.65 years as of June 30, 2020.

The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement date for leases subsequently entered into. The weighted average discount rate for leases was 2.72% as of June 30, 2020.

The total operating lease costs were $603,000 and $520,000 for the three months ended June 30, 2020 and 2019, respectively, and $1.2 million and $1.0 million for the six months ended June 30, 2020 and 2019, respectively. The right-of-use (ROU) asset, included in property and equipment, and lease liabilities, included in other liabilities, were $20.7 million and $21.4 million as of June 30, 2020, respectively, compared to $19.5 million and $20.1 million as of December 31, 2019, respectively. The ROU asset and lease liability are recognized at lease commencement by calculating the present value of lease payments over the lease term.

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Maturities of lease liabilities as of June 30, 2020 were as follows:

		Operating
(dollars in thousands)		Leases
2020		$	1,200
2021			2,400
2022			1,655
2023			1,534
2024			1,573
Thereafter			18,446
Total undiscounted lease payments			26,808
Discount effect of cash flows			5,367
Total lease liability		$	21,441

NOTE 9 – Earnings Per Common Share

The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three and six month periods ended June 30, 2020 and 2019. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options that were outstanding at June 30, 2020. The assumed conversion of stock options can create a difference between basic and dilutive net income per common share. At June 30, 2020 and 2019, there were 336,601 and 262,831 options, respectively, that were not considered in computing diluted earnings per common share because they were anti-dilutive.

		Three months ended					Six months ended
		June 30,					June 30,
(dollars in thousands, except share data)			2020		2019		2020		2019
Numerator:
Net income available to common shareholders		$	4,678		7,240		7,510		13,249
Denominator:
Weighted-average common shares outstanding – basic			7,722,419		7,495,508		7,700,508		7,477,525
Common stock equivalents			96,232		260,313		122,404		271,354
Weighted-average common shares outstanding – diluted			7,818,651		7,755,821		7,822,912		7,748,879
Earnings per common share:
Basic		$	0.61		0.97		0.98		1.77
Diluted		$	0.60		0.93		0.96		1.71

NOTE 10 – Reportable Segments

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

		Three months ended													Three months ended
		June 30, 2020													June 30, 2019
		Commercial													Commercial
		and Retail			Mortgage					Elimin-			Consol-		and Retail			Mortgage					Elimin-			Consol-
(dollars in thousands)		Banking			Banking		Corporate			ations			idated		Banking			Banking		Corporate			ation			idated
Interest income		$	23,709		282		6			(6	)		23,991		$	22,933		155		3			(3	)		23,088
Interest expense			3,723		-		500			(6	)		4,217			6,391		-		161			(3	)		6,549
Net interest income (loss)			19,986		282		(494	)		-			19,774			16,542		155		(158	)		-			16,539
Provision for loan losses			10,200		-		-			-			10,200			300		-		-			-			300
Noninterest income			3,431		5,776		-			-			9,207			1,260		2,830		-			-			4,090
Noninterest expense			10,191		2,368		85			-			12,644			9,609		1,699		60			-			11,368
Net income (loss) before taxes			3,026		3,690		(579	)		-			6,137			7,893		1,286		(218	)		-			8,961
Income tax provision (benefit)			728		775		(44	)		-			1,459			1,498		270		(47	)		-			1,721
Net income (loss)		$	2,298		2,915		(535	)		-			4,678		$	6,395		1,016		(171	)		-			7,240
Total assets		$	2,435,095		46,645		252,371			(251,816	)		2,482,295		$	2,103,085		12,497		203,335			(202,873	)		2,116,044

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		Six months ended													Six months ended
		June 30, 2020													June 30, 2019
		Commercial													Commercial
		and Retail			Mortgage					Elimin-			Consol-		and Retail			Mortgage					Elimin-			Consol-
(dollars in thousands)		Banking			Banking		Corporate			ations			idated		Banking			Banking		Corporate			ation			idated
Interest income		$	47,378		478		10			(10	)		47,856		$	44,453		247		6			(6	)		44,700
Interest expense			9,057		-		939			(10	)		9,986			12,023		-		326			(6	)		12,343
Net interest income (loss)			38,321		478		(929	)		-			37,870			32,430		247		(320	)		-			32,357
Provision for loan losses			16,200		-		-			-			16,200			600		-		-			-			600
Noninterest income			4,681		8,444		-			-			13,125			2,397		4,687		-			-			7,084
Noninterest expense			20,690		4,175		151			-			25,016			19,075		2,821		120			-			22,016
Net income before taxes			6,112		4,747		(1,080	)		-			9,779			15,152		2,113		(440	)		-			16,825
Income tax provision (benefit)			1,499		997		(227	)		-			2,269			3,225		444		(93	)		-			3,576
Net income (loss)		$	4,613		3,750		(853	)		-			7,510		$	11,927		1,669		(347	)		-			13,249
Total assets		$	2,435,095		46,645		252,371			(251,816	)		2,482,295		$	2,103,085		12,497		203,335			(202,873	)		2,116,044

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

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

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

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

The following discussion reviews our results of operations for the three and six month periods ended June 30, 2020 as compared to the three and six month periods ended June 30, 2019 and assesses our financial condition as of June 30, 2020 as compared to December 31, 2019. You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements and the related notes and the consolidated financial statements and the related notes for the year ended December 31, 2019 included in our Annual Report on Form 10-K for that period. Results for the three and six month periods ended June 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020 or any future period.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” or similar references mean Southern First Bancshares, Inc. and its subsidiaries. References to the “Bank” refer to Southern First Bank.

Cautionary Warning Regarding forward-looking statements

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

•

Restrictions or conditions imposed by our regulators on our operations;  

•

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

•

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

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•

Changes in deposit flows;  

•

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

•

Credit losses due to loan concentration;  

•

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

•

Our ability to successfully execute our business strategy;  

•

Our ability to attract and retain key personnel;  

•

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

•

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

•

Changes in political conditions or the legislative or regulatory environment, including governmental initiatives affecting the financial services industry, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act;  

•

Changes in economic conditions in the United States and the strength of the local economies in which we conduct our operations, including, but not limited to, due to the negative impacts and disruptions resulting from the recent outbreak of COVID-19 on the economies and communities we serve, which may have an adverse impact on our business, operations and performance, and could have a negative impact on our credit portfolio, share price, borrowers, and on the economy as a whole, both domestically and globally;  

•

Changes occurring in business conditions and inflation;  

•

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

•

Changes in technology;  

•

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

•

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

•

Changes in monetary and tax policies;  

•

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

•

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

•

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

•

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

•

Changes in accounting policies, practices or guidelines;  

•

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

•

The potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics, including the potential effects of coronavirus on trade (including supply chains and export levels, travel, employee activity and other economic activities), war or terrorist activities, essential utility outages or trade disputes and related tariffs; and  

•

Other risks and uncertainties detailed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019, in Part II, Item 1A, “Risk Factors” of our Quarterly Reports on Form 10-Q, and in our other filings with the SEC.  

If any of these risks or uncertainties materialize, or if any of the assumptions underlying such forward-looking statements proves to be incorrect, our results could differ materially from those expressed in, implied or projected by, such forward-looking statements. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. We make these forward-looking statements as of the date of this document and we do not intend, and assume no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those expressed in, or implied or projected by, the forward-looking statements, except as required by law.

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OVERVIEW

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

At June 30, 2020, we had total assets of $2.48 billion, a 9.5% increase from total assets of $2.27 billion at December 31, 2019. The largest components of our total assets are loans which were $2.04 billion and $1.94 billion at June 30, 2020 and December 31, 2019, respectively. Our liabilities and shareholders’ equity at June 30, 2020 totaled $2.27 billion and $216.2 million, respectively, compared to liabilities of $2.06 billion and shareholders’ equity of $205.9 million at December 31, 2019. The principal component of our liabilities is deposits which were $2.19 billion and $1.88 billion at June 30, 2020 and December 31, 2019, respectively.

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

Our net income to common shareholders was $4.7 million and $7.2 million for the three months ended June 30, 2020 and 2019, respectively. Diluted earnings per share (“EPS”) was $0.60 for the second quarter of 2020 as compared to $0.93 for the same period in 2019. The decrease in net income resulted primarily from a $9.9 million increase in loan loss provision recorded in the second quarter of 2020 compared to the same period in 2019, partially offset by a $3.2 million increase in net interest income and a $5.1 million increase in noninterest income.

Our net income to common shareholders was $7.5 million and $13.2 million for the six months ended June 30, 2020 and 2019. Diluted EPS was $0.96 for the six months ended June 30, 2020 as compared to $1.71 for the same period in 2019. The decrease in net income resulted primarily from a $15.6 million increase in loan loss provision recorded in the first six months of 2020 compared to the same period in 2019, partially offset by a $5.5 million increase in net interest income and a $6.0 million increase in noninterest income.

Economic conditions, competition, and the monetary and fiscal policies of the Federal government significantly affect most financial institutions, including the Bank. Lending and deposit activities and fee income generation are influenced by levels of business spending and investment, consumer income, consumer spending and savings, capital market activities, and competition among financial institutions, as well as customer preferences, interest rate conditions and prevailing market rates on competing products in our market areas.

RECENT EVENTS – COVID-19 PANDEMIC

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in China and has since spread to a number of other countries, including the United States. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. Beginning in March, large public events were cancelled, and governmental authorities began imposing restrictions on non-essential businesses and activities, resulting in severe restrictions in economic activity in our markets and across the United States. Although many businesses have begun to reopen, some markets, including certain of our markets, have since experienced a resurgence of COVID-19 cases, which may further slow overall economic activity and recovery. Uncertainty also remains regarding if, how and when schools will reopen and the impact of such decisions on the economy.

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The impact of the COVID-19 pandemic is fluid and continues to evolve, adversely affecting many of the Bank’s clients. The unprecedented and rapid spread of COVID-19 and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and significant volatility and disruption in financial markets. In addition, due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020, for the first time. On March 3, 2020, the Federal Open Market Committee reduced the targeted federal funds interest rate range by 50 basis points to 1.00% to 1.25%. This range was further reduced to 0% to 0.25% percent on March 16, 2020. These reductions in interest rates and the other effects of the COVID-19 pandemic have had, and are expected to continue to have, possibly materially, an adverse effect on our business, financial condition and results of operations. For instance, the pandemic has had negative effects on the Bank’s net interest income, provision for loan losses, and certain transaction-based line items of noninterest income.The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is currently uncertain and the timing and pace of recovery will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our clients, employees and vendors.

Our business, financial condition and results of operations generally rely upon the ability of our borrowers to repay their loans, the value of collateral underlying our secured loans, and demand for loans and other products and services we offer, which are highly dependent on the business environment in our primary markets where we operate and in the United States as a whole.

In response to these developments, and as part of our efforts to exercise social distancing, in March 2020, we closed all of our banking lobbies and continue to conduct most of our business at this time through drive-thru tellers and through electronic and online means. To support the health and well-being of our employees, approximately 70% of our workforce is now able to work remotely. This strategy, combined with digital technology, has proven to be extremely effective, highlighting a number of possibilities for operational improvements, including consolidating our three Columbia, South Carolina offices into one location. We believe that this office combination will create a new synergy among our Columbia team, assist with staffing challenges and facilitate a renewed sense of service to our clients. The consolidation is expected to take place on September 30, 2020.

We are focused on servicing the financial needs of our commercial and consumer clients and have offered flexible loan payment arrangements, including short-term loan modifications or forbearance payments, and reduced or waived certain fees on deposit accounts. We continue to assist clients with these accommodations on a case by case basis. Future governmental actions may require these and other types of client-related responses. In response to the Paycheck Protection Program (“PPP”), established under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, we became a small business administration approved lender in an effort to assist our clients through this challenging time. We processed 853 loans under the PPP for a total of $97.5 million, receiving lender fee income of $3.9 million. As the regulations and guidance for PPP loans and the forgiveness process continued to change and evolve, management recognized the operational risk and complexity associated with this portfolio and decided to pursue the sale of the PPP loan portfolio to a third party better suited to support and serve our PPP clients through the loan forgiveness process. We believe this loan sale will allow our team to focus on serving our clients and proactively monitor and address credit risk brought on by the pandemic. On June 26, 2020, we completed the sale of our PPP loan portfolio to The Loan Source Inc., together with its servicing partner, ACAP SME LLC, and immediately recognized SBA lender fee income of $2.2 million, net of sale and processing costs, which is included in other noninterest income in the consolidated financial statements.

At June 30, 2020, we had granted deferrals on loan payments for 863 loans, with aggregate outstanding loan principal balances of approximately $647.1 million; however, our non-performing assets were not yet materially impacted by the economic pressures of COVID-19. As of June 30, 2020, $362.1 million, or 56%, of these loans have reached the end of their deferral period and are beginning to resume normal payments with a significant majority of the remaining modified loans completing their deferral period by the end of the third quarter. In addition, as we closely monitor credit risk and our exposure to increased loan losses resulting from the impact of COVID-19 on our commercial clients, we have identified nine portfolios considered to be “at-risk” of significant impact from the pandemic. For additional information on the nine identified portfolios, see Note 1 – Nature of Business and Basis of Presentation, in the accompanying condensed notes to consolidated financial statements included elsewhere in this report.

We are monitoring the impact of the COVID-19 pandemic on the operations and value of our investments. We mark to market our publicly traded investments and review our investment portfolio for impairment at each period end. Because of changing economic and market conditions affecting issuers, we may be required to recognize further impairments on the securities we hold as well as reductions in other comprehensive income. We cannot currently determine the ultimate impact of the pandemic on the long-term value of our investment portfolio.

We believe there could be potential stresses on liquidity management as a result of the COVID-19 pandemic. For instance, as clients manage their own liquidity stress, we could experience an increase in the utilization of existing lines of credit.

As of June 30, 2020, all of our capital ratios, and the Bank’s capital ratios, were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by further credit losses. We maintain access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the Bank.

RESULTS OF OPERATIONS

Net Interest Income and Margin

Our level of net interest income is determined by the level of earning assets and the management of our net interest margin. Our net interest income was $19.8 million for the second quarter of 2020, a 19.6% increase over net interest income of $16.5 million for the prior year. In addition, our net interest margin, on a tax-equivalent basis (TE), was 3.42% for the second quarter of 2020 compared to 3.43% in 2019.

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We have included a number of tables to assist in our description of various measures of our financial performance. For example, the “Average Balances, Income and Expenses, Yields and Rates” table reflects the average balance of each category of our assets and liabilities as well as the yield we earned or the rate we paid with respect to each category during the three and six month periods ended June 30, 2020 and 2019. A review of this table shows that our loans typically provide higher interest yields than do other types of interest-earning assets, which is why we direct a substantial percentage of our earning assets into our loan portfolio. Similarly, the “Rate/Volume Analysis” table demonstrates the effect of changing interest rates and changing volume of assets and liabilities on our financial condition during the periods shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included tables to illustrate our interest rate sensitivity with respect to interest-earning accounts and interest-bearing accounts.

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

Average Balances, Income and Expenses, Yields and Rates
		For the Three Months Ended June 30,
		2020									2019
		Average			Income/			Yield/			Average			Income/			Yield/
(dollars in thousands)		Balance			Expense			Rate(1)			Balance			Expense			Rate(1)
Interest-earning assets
Federal funds sold and interest-bearing
deposits with banks		$	100,009		$	53		0.21	%		$	71,905		$	451		2.52	%
Investment securities, taxable			68,669			339		1.99	%			74,172			501		2.71	%
Investment securities, nontaxable(2)			6,749			58		3.48	%			5,288			49		3.74	%
Loans(3)			2,150,717			23,554		4.40	%			1,786,532			22,098		4.96	%
Total interest-earning assets			2,326,144			24,004		4.15	%			1,937,897			23,099		4.78	%
Noninterest-earning assets			107,054									94,673
Total assets		$	2,433,198								$	2,032,570
Interest-bearing liabilities
NOW accounts		$	252,465			91		0.14	%		$	199,118			140		0.28	%
Savings & money market			975,539			2,069		0.85	%			849,570			3,879		1.83	%
Time deposits			318,379			1,467		1.85	%			381,593			2,156		2.27	%
Total interest-bearing deposits			1,546,383			3,627		0.94	%			1,430,281			6,175		1.73	%
FHLB advances and other borrowings			80,898			175		0.87	%			25,136			217		3.46	%
Junior subordinated debentures			35,926			415		4.65	%			13,403			157		4.70	%
Total interest-bearing liabilities			1,663,207			4,217		1.02	%			1,468,820			6,549		1.79	%
Noninterest-bearing liabilities			555,746									379,023
Shareholders’ equity			214,245									184,727
Total liabilities and shareholders’ equity		$	2,433,198								$	2,032,570
Net interest spread								3.13	%								2.99	%
Net interest income (tax equivalent) / margin					$	19,787		3.42	%					$	16,550		3.43	%
Less: tax-equivalent adjustment(2)						13									11
Net interest income					$	19,774								$	16,539

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

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Our net interest margin (TE) declined slightly during the second quarter of 2020 primarily due to a decreased yield on our interest-earning assets, partially offset by the decreased rates on our interest-bearing liabilities. Our average interest-earning assets grew by $388.2 million during the second quarter of 2020, while the average yield on these assets decreased by 63 basis points to 4.15%. In addition, our average interest-bearing liabilities grew by $194.4 million during the 2020 period while the rate on these liabilities decreased 77 basis points to 1.02%.

The increase in average interest-earning assets for the second quarter of 2020 related primarily to an increase of $364.2 million in our average loan balances combined with a $28.1 million increase in federal funds sold and interest-bearing deposits with banks. The decrease in yield on our interest earning assets was driven by a 56 basis point decrease in loan yield as the Federal Reserve reduced interest rates by 225 basis points since August 2019. These rate reductions resulted in the decreased loan yield as well as a significant decrease in yield on our federal funds sold and interest bearing-deposits with banks as well as our investment securities.

In addition, the increase in our interest-bearing liabilities resulted primarily from a $116.1 million increase in our interest-bearing deposits at an average rate of 0.94%, a 79 basis point decrease from the second quarter of 2019, as well as a $55.8 million increase in our FHLB advances and other borrowings. Additionally, subordinated debentures increased due to the issuance of $23 million on September 30, 2019.

Our net interest spread was 3.13% for the second quarter of 2020 compared to 2.99% for the same period in 2019. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The decrease in both the yield on our interest-earning assets and the rate on our interest-bearing liabilities, resulted in a 14 basis point increase in our net interest spread for the 2020 period. We anticipate continued pressure on our net interest spread and net interest margin in future periods based on the Federal Reserve’s 225 basis point interest rate reduction since August 2019.

		For the Six Months Ended June 30,
		2020									2019
		Average			Income/			Yield/			Average			Income/			Yield/
(dollars in thousands)		Balance			Expense			Rate(1)			Balance			Expense			Rate(1)
Interest-earning assets
Federal funds sold and interest-bearing
deposits with banks		$	73,055		$	155		0.43	%		$	51,395		$	625		2.45	%
Investment securities, taxable			68,686			719		2.11	%			73,032			1,009		2.79	%
Investment securities, nontaxable(2)			4,251			79		3.75	%			5,356			101		3.81	%
Loans(3)			2,077,136			46,921		4.54	%			1,751,246			42,988		4.95	%
Total interest-earning assets			2,223,128			47,874		4.33	%			1,881,029			44,723		4.79	%
Noninterest-earning assets			109,195									90,575
Total assets		$	2,332,323								$	1,971,604
Interest-bearing liabilities
NOW accounts		$	240,076			259		0.22	%		$	192,630			227		0.24	%
Savings & money market			966,064			5,438		1.13	%			815,034			7,179		1.78	%
Time deposits			324,021			3,105		1.93	%			376,672			4,144		2.22	%
Total interest-bearing deposits			1,530,161			8,802		1.16	%			1,384,336			11,550		1.68	%
FHLB advances and other borrowings			62,184			333		1.08	%			28,202			473		3.38	%
Junior subordinated debentures			35,913			851		4.77	%			13,403			320		4.81	%
Total interest-bearing liabilities			1,628,258			9,986		1.23	%			1,425,941			12,343		1.75	%
Noninterest-bearing liabilities			491,870									364,585
Shareholders’ equity			212,195									181,078
Total liabilities and shareholders’ equity		$	2,332,323								$	1,971,604
Net interest spread								3.10	%								3.04	%
Net interest income (tax equivalent) / margin					$	37,888		3.43	%					$	32,380		3.47	%
Less: tax-equivalent adjustment(2)						18									23
Net interest income					$	37,870								$	32,357

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

During the first six months of 2020, our net interest margin (TE) declined four basis points to 3.43%, compared to 3.47% for the first six months of 2019, driven by the decrease in yield on our interest-earning assets and partially offset by the decreased rate on our interest-bearing liabilities. Our average interest-earning assets grew by $342.1 million from the prior year, with the average yield decreasing by 46 basis points. In addition, our average interest-bearing liabilities grew by $202.3 million, while the rate on these liabilities decreased 52 basis points. The growth in interest-earning assets at lower yields outweighed the lower costs on our interest-bearing deposits.

The increase in average interest earning assets for the first half of 2020 related primarily to a $325.9 million increase in our average loan balances. The decrease in yield on our interest-earning assets was driven by a 41 basis point decrease in our loan yield related to the interest rate reductions by the Federal Reserve.

In addition, our average interest-bearing liabilities increased by $202.3 million during the first half of 2020 while the cost of our interest-bearing liabilities decreased 52 basis points. The decreased cost during 2020 was driven by a $145.8 million increase in our average interest-bearing deposits at an average rate of 1.16%, a 52 basis point decrease from the average rate for 2019.

Our net interest spread was 3.10% for the first half of 2020 compared to 3.04% for 2019. The six basis point increase in our net interest spread was a result of the decrease in cost on our interest-bearing liabilities, partially offset by the 46 basis point decrease in yield on our interest-earning assets.

Rate/Volume Analysis

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

		Three Months Ended
		June 30, 2020 vs. 2019													June 30, 2019 vs. 2018
		Increase (Decrease) Due to													Increase (Decrease) Due to
									Rate/													Rate/
(dollars in thousands)		Volume				Rate			Volume			Total			Volume				Rate			Volume			Total
Interest income
Loans		$	4,505			(2,533	)		(516	)		1,456			$	3,366			958			183			4,507
Investment securities			(27	)		(135	)		7			(155	)			69			34			6			109
Federal funds sold and interest-bearing deposits with banks			176			(413	)		(161	)		(398	)			(188	)		197			(72	)		(63	)
Total interest income			4,654			(3,081	)		(670	)		903				3,247			1,189			117			4,553
Interest expense
Deposits			1,001			(3,054	)		(495	)		(2,548	)			533			1,840			278			2,651
FHLB advances and other borrowings			481			(162	)		(360	)		(41	)			(29	)		8			(1	)		(22	)
Subordinated debentures			264			(3	)		(4	)		257				-			(3	)		-			(3	)
Total interest expense			1,746			(3,219	)		(859	)		(2,332	)			504			1,845			277			2,626
Net interest income		$	2,908			138			189			3,235			$	2,743			(656	)		(160	)		1,927

Net interest income, the largest component of our income, was $19.8 million for the second quarter of 2020 and $16.5 million for the second quarter of 2019, a $3.2 million, or 19.6%, increase. The $903,000 increase in interest income was driven by an increase in loan volume partially offset by a decrease in rates across all interest earning assets. In addition, interest expense decreased $2.3 million during the second quarter of 2020 due to lower rates on our interest-bearing liabilities partially offset by increased volume on all of our interest-bearing liabilities.

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		Six Months Ended
		June 30, 2020 vs. 2019													June 30, 2019 vs. 2018
		Increase (Decrease) Due to													Increase (Decrease) Due to
									Rate/													Rate/
(dollars in thousands)		Volume				Rate			Volume			Total			Volume				Rate			Volume			Total
Interest income
Loans		$	8,273			(3,659	)		(681	)		3,933			$	6,476			1,982			376			8,834
Investment securities			(75	)		(249	)		17			(307	)			139			128			22			289
Federal funds sold and interest-bearing deposits with banks			263			(516	)		(217	)		(470	)			(315	)		305			(126	)		(136	)
Total interest income			8,461			(4,424	)		(881	)		3,156				6,300			2,415			272			8,987
Interest expense
Deposits			1,770			(3,914	)		(604	)		(2,748	)			975			3,731			581			5,287
FHLB advances and other borrowings			566			(320	)		(386	)		(140	)			(61	)		15			(2	)		(48	)
Subordinated debentures			540			(3	)		(6	)		531				-			44			-			44
Total interest expense			2,876			(4,237	)		(996	)		(2,357	)			914			3,790			579			5,283
Net interest income		$	5,585			(187	)		115			5,513			$	5,386			(1,375	)		(307	)		3,704

Net interest income for the first half of 2020 was $37.9 million compared to $32.4 million for 2019, a $5.5 million, or 17.0%, increase. Interest income increased $3.2 million driven by an increase in average loan balances that was partially offset by a decrease in yield on all interest earning assets. In contrast, the lower interest rates on our interest-bearing deposits drove the $2.4 million decrease in interest expense which was partially offset by an increase in average interest-bearing liabilities compared to the prior year period.

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Provision for Loan Losses

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

For the three and six months ended June 30, 2020, we incurred a noncash expense related to the provision for loan losses of $10.2 million and $16.2 million, respectively, which resulted in an allowance for loan losses of $31.6 million, or 1.55% of gross loans. Comparatively, our provision for loan losses was $300,000 and $600,000 for the three and six months ended June 30, 2019, respectively, resulting in an allowance for loan losses of $16.1 million, or 0.89% of gross loans. The increased provision during 2020 is related primarily to the COVID-19 pandemic and qualitative adjustment factors related to the uncertain economic conditions.

Noninterest Income

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

		Three months ended					Six months ended
		June 30,					June 30,
(dollars in thousands)		2020			2019		2020		2019
Mortgage banking income		$	5,776		2,830		8,444		4,687
Service fees on deposit accounts			197		265		459		530
ATM and debit card income			394		443		793		823
Income from bank owned life insurance			270		222		540		438
Other income			2,570		330		2,889		606
Total noninterest income		$	9,207		4,090		13,125		7,084

Noninterest income increased $5.1 million, or 125.1%, for the second quarter of 2020 as compared to the same period in 2019. The increase in total noninterest income resulted primarily from the following:

•

Mortgage banking income increased by $2.9 million, or 104.1%, driven by higher mortgage origination volume due to the favorable interest rate environment for mortgage loans.  

•

Income from bank owned life insurance increased $48,000, or 21.6%, due to $5.0 million of life insurance policies purchased during the second quarter of 2019.  

•

Other income increased by $2.2 million related to net SBA lender fee income on PPP loans originated and sold to a third party.  

Offsetting the above increases were decreases in service fees on deposit accounts and ATM and debit card income which were directly related to the impact of COVID-19 as we have waived certain services fees on deposit accounts in an effort to assist our clients during this time. In addition, ATM and debit card income is driven by transaction volume which has also decreased during the pandemic.

Noninterest income increased $6.0 million, or 85.3%, during the first half of 2020 as compared to 2019. The increase in total noninterest income resulted primarily from increased mortgage banking income, income from bank owned life insurance and other income, which includes net SBA lender fee income of $2.2 million, as noted above.

Noninterest expenses

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

		Three months ended				Six months ended
		June 30,				June 30,
(dollars in thousands)		2020			2019		2020		2019
Compensation and benefits		$	8,450		7,399		16,322		14,182
Occupancy			1,498		1,343		3,033		2,682
Outside service and data processing costs			1,228		1,045		2,420		2,005
Insurance			298		280		619		598
Professional fees			527		414		1,023		853
Marketing			101		236		359		496
Other			542		651		1,240		1,200
Total noninterest expense		$	12,644		11,368		25,016		22,016

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Noninterest expense was $12.6 million for the second quarter of 2020, a $1.3 million, or 11.2%, increase from noninterest expense of $11.4 million for the second quarter of 2019. The increase in noninterest expenses was driven primarily by the following:

•

Compensation and benefits expense increased $1.1 million, or 14.2%, relating primarily to increases in base compensation, mortgage commissions and benefits expenses.  

•

Occupancy expense increased $155,000, or 11.5%, primarily related to opening new office space in Summerville, SC and Greensboro, NC during the second half of 2019.  

•

Outside service and data processing fees increased by $183,000, or 17.5%, primarily due to increased electronic banking and software licensing costs.  

•

Professional fees increased $113,000, or 27.3%, largely due to increases in legal expenses, loan appraisals and attorney costs and professional fees related to mortgage originations.  

Noninterest expense was $25.0 million for the first half of 2020, a $3.0 million, or 13.6%, increase from the prior year. The increase in total noninterest expense resulted primarily from increases in compensation and benefits, occupancy, outside service and data processing costs and professional fees, as noted above.

Our efficiency ratio was 43.6% for the second quarter of 2020 compared to 55.1% for 2019. The efficiency ratio represents the percentage of one dollar of expense required to be incurred to earn a full dollar of revenue and is computed by dividing noninterest expense by the sum of net interest income and noninterest income. The improvement during the 2020 period relates primarily to the increase in mortgage banking income and the net SBA lender fee income.

We incurred income tax expense of $1.5 million and $1.7 million for second quarters of 2020 and 2019, respectively, and $2.3 million and $3.6 million for the six months ended June 30, 2020 and June 30, 2019, respectively. Our effective tax rate was 23.2% and 21.3% for the first half of 2020 and 2019, respectively. The higher tax rate in 2020 relates to the greater impact of various employee stock option transactions that occurred during the 2019 period.

Balance Sheet Review

Investment Securities

At June 30, 2020, the $73.6 million in our investment securities portfolio represented approximately 3.0% of our total assets. Our available for sale investment portfolio included U.S. government agency securities, SBA securities, state and political subdivisions, asset-backed securities and mortgage-backed securities with a fair value of $71.0 million and an amortized cost of $70.0 million, resulting in an unrealized gain of $1.0 million. At December 31, 2019, the $74.6 million in our investment securities portfolio represented approximately 3.3% of our total assets, including investment securities with a fair value of $67.7 million and an amortized cost of $68.1 million for an unrealized loss of $377,000.

Loans

Since loans typically provide higher interest yields than other types of interest earning assets, a substantial percentage of our earning assets are invested in our loan portfolio. Average loans excluding mortgage loans held for sale for the six months ended June 30, 2020 and 2019 were $2.08 billion and $1.75 billion, respectively. Before the allowance for loan losses, total loans outstanding at June 30, 2020 and December 31, 2019 were $2.04 billion and $1.94 billion, respectively.

The principal component of our loan portfolio is loans secured by real estate mortgages. As of June 30, 2020, our loan portfolio included $1.70 billion, or 83.7%, of real estate loans, compared to $1.61 billion, or 82.8%, at December 31, 2019. Most of our real estate loans are secured by residential or commercial property. We obtain a security interest in real estate, in addition to any other available collateral, in order to increase the likelihood of the ultimate repayment of the loan. Generally, we limit the loan-to-value ratio on loans to coincide with the appropriate regulatory guidelines. We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral and business types. We do not generally originate traditional long term residential mortgages to hold in our loan portfolio, but we do issue traditional second mortgage residential real estate loans and home equity lines of credit. Home equity lines of credit totaled $173.7 million as of June 30, 2020, of which approximately 44% were in a first lien position, while the remaining balance was second liens. At December 31, 2019 our home equity lines of credit totaled $179.7 million of which approximately 44% were in first lien positions with the remaining balance in second liens. The average loan had a balance of approximately $87,000 and a loan to value of 65% as of June 30, 2020, compared to an average loan balance of $90,000 and a loan to value of approximately 68% as of December 31, 2019. Further, 1.0% and 0.4% of our total home equity lines of credit were over 30 days past due as of June 30, 2020 and December 31, 2019, respectively.

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Following is a summary of our loan composition at June 30, 2020 and December 31, 2019. During the first six months of 2020, our loan portfolio increased by $93.3 million, or 4.8% with a 4.6% increase in commercial loans and a 5.3% increase in consumer loans during the period. The majority of the increase was in loans secured by real estate. Our consumer real estate portfolio includes high quality 1-4 family consumer real estate loans. Our average consumer real estate loan currently has a principal balance of $398,000, a term of 16 years, and an average rate of 4.25% as of June 30, 2020, compared to a principal balance of $386,000, a term of 14 years, and an average rate of 4.46% as of December 31, 2019.

		June 30, 2020							December 31, 2019
(dollars in thousands)		Amount				% of Total			Amount				% of Total
Commercial
Owner occupied RE		$	420,858			20.7	%		$	407,851			21.0	%
Non-owner occupied RE			554,566			27.2	%			501,878			25.8	%
Construction			71,761			3.5	%			80,486			4.1	%
Business			310,212			15.2	%			308,123			15.9	%
Total commercial loans			1,357,397			66.6	%			1,298,338			66.8	%
Consumer
Real estate			437,742			21.5	%			398,245			20.5	%
Home equity			173,739			8.5	%			179,738			9.3	%
Construction			45,629			2.3	%			41,471			2.1	%
Other			22,294			1.1	%			25,733			1.3	%
Total consumer loans			679,404			33.4	%			645,187			33.2	%
Total gross loans, net of deferred fees			2,036,801			100.0	%			1,943,525			100.0	%
Less—allowance for loan losses			(31,602							(16,642	)
Total loans, net		$	2,005,199						$	1,926,883

Nonperforming assets

Nonperforming assets include real estate acquired through foreclosure or deed taken in lieu of foreclosure and loans on nonaccrual status. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance with the loan terms and to show capacity to continue performing into the future before that loan can be placed back on accrual status. As of June 30, 2020 and December 31, 2019, we had no loans 90 days past due and still accruing.

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

(dollars in thousands)		June 30, 2020			December 31, 2019
Commercial		$	2,657		423
Consumer			1,684		2,260
Nonaccruing troubled debt restructurings			4,669		4,111
Total nonaccrual loans			9,010		6,794
Other real estate owned			-		-
Total nonperforming assets		$	9,010		6,794

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At June 30, 2020, nonperforming assets were $9.0 million, or 0.36% of total assets and 0.44% of gross loans. Comparatively, nonperforming assets were $6.8 million, or 0.30% of total assets and 0.35% of gross loans at December 31, 2019. Nonaccrual loans increased $2.2 million during the first six months of 2020 due primarily to five loans put on nonaccrual status. The amount of foregone interest income on the nonaccrual loans in the first six months of 2020 and 2019 was approximately $148,000 and $54,000, respectively.

At June 30, 2020 and 2019, the allowance for loan losses represented 350.7% and 277.9% of the total amount of nonperforming loans, respectively. A significant portion, or approximately 97%, of nonperforming loans at June 30, 2020 was secured by real estate. We have evaluated the underlying collateral on these loans and believe that the collateral on these loans is sufficient to minimize future losses. Based on the level of coverage on nonperforming loans and analysis of our loan portfolio, we believe the allowance for loan losses of $31.6 million as of June 30, 2020 to be adequate.

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

In addition, at June 30, 2020, 83.7% of our loans were collateralized by real estate and 90% of our impaired loans were secured by real estate. We utilize third party appraisers to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require us to obtain updated appraisals on an annual basis, either through a new external appraisal or an appraisal evaluation. Impaired loans are individually reviewed on a quarterly basis to determine the level of impairment. As of June 30, 2020, we did not have any impaired real estate loans carried at a value in excess of the appraised value. We typically charge-off a portion or create a specific reserve for impaired loans when we do not expect repayment to occur as agreed upon under the original terms of the loan agreement.

At June 30, 2020, impaired loans totaled $16.3 million, for which $7.4 million of these loans had a reserve of approximately $2.0 million allocated in the allowance. During the first six months of 2020, the average recorded investment in impaired loans was approximately $16.9 million. Comparatively, impaired loans totaled $12.0 million at December 31, 2019 for which $4.7 million of these loans had a reserve of approximately $1.4 million allocated in the allowance. During 2019, the average recorded investment in impaired loans was approximately $12.3 million.

We consider a loan to be a TDR when the debtor experiences financial difficulties and we provide concessions such that we will not collect all principal and interest in accordance with the original terms of the loan agreement. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. As of June 30, 2020, we determined that we had loans totaling $12.0 million that we considered TDRs compared to $9.3 million as of December 31, 2019. The increase during the first six months of 2020 was driven by four client relationships with loans totaling $3.4 million that were modified due to the COVID-19 pandemic and considered to be TDRs due to experiencing financial difficulty prior to the COVID-19 pandemic.

Allowance for Loan Losses

The allowance for loan losses was $31.6 million and $16.1 million at June 30, 2020 and 2019, respectively, or 1.55% of outstanding loans at June 30, 2020 and 0.89% of outstanding loans at June 30, 2019. At December 31, 2019, our allowance for loan losses was $16.6 million, or 0.86% of outstanding loans.

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During the six months ended June 30, 2020, we charged-off $1.3 million of loans and recorded $108,000 of recoveries on loans previously charged-off, for net charge-offs of $1.2 million. Comparatively, we charged-off $277,000 of loans and recorded $59,000 of recoveries on loans previously charged-off, resulting in net charge-offs of $218,000 for the first six months of 2019. The $15.0 million increase in the allowance for loan losses during the first six months of 2020 is driven by the impact of the COVID-19 pandemic and qualitative adjustment factors related to the uncertain economic conditions. We expect economic uncertainty to continue for the next few quarters which may result in a significant increase to the allowance for loan losses for the remainder of 2020 and into 2021.

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

		Six months ended
		June 30,							Year ended
(dollars in thousands)			2020			2019			December 31, 2019
Balance, beginning of period		$	16,642			15,762			15,762
Provision			16,200			600			2,300
Loan charge-offs			(1,348	)		(277	)		(1,515	)
Loan recoveries			108			59			95
Net loan charge-offs			(1,240	)		(218	)		(1,420	)
Balance, end of period		$	31,602			16,144			16,642

Deposits and Other Interest-Bearing Liabilities

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

Our retail deposits represented $2.12 billion, or 96.7% of total deposits at June 30, 2020, while our out-of-market, or brokered, deposits represented $72.6 million, or 3.3% of our total deposits at June 30, 2020. At December 31, 2019, retail deposits represented $1.81 billion, or 96.4% of our total deposits, and brokered CDs were $67.4 million, representing 3.6% of our total deposits. Our loan-to-deposit ratio was 93% at June 30, 2020 and 104% at December 31, 2019.

The following is a detail of our deposit accounts:

		June 30,			December 31,
(dollars in thousands)		2020			2019
Non-interest bearing		$	573,548		397,331
Interest bearing:
NOW accounts			285,953		228,680
Money market accounts			1,006,233		898,923
Savings			22,675		16,258
Time, less than $100,000			41,610		47,941
Time and out-of-market deposits, $100,000 and over			258,624		286,991
Total deposits		$	2,188,643		1,876,124

During the past 12 months, we continued our focus on increasing core deposits, which exclude out-of-market deposits and time deposits of $250,000 or more, in order to provide a relatively stable funding source for our loan portfolio and other earning assets. Our core deposits were $1.99 billion and $1.66 billion at June 30, 2020, and December 31, 2019, respectively.

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

		Six months ended
		June 30,
		2020						2019
(dollars in thousands)		Amount			Rate			Amount			Rate
Noninterest-bearing demand deposits		$	454,993		-	%		$	335,060		-	%
Interest-bearing demand deposits			240,076		0.22	%			192,630		0.24	%
Money market accounts			946,392		1.15	%			799,707		1.81	%
Savings accounts			19,672		0.05	%			15,327		0.06	%
Time deposits less than $100,000			43,989		1.58	%			63,730		1.90	%
Time deposits greater than $100,000			280,032		1.98	%			312,942		2.28	%
Total deposits		$	1,985,154		0.89	%		$	1,719,396		1.35	%

During the first half of 2020, our average transaction account balances increased by $318.4 million, or 23.7%, from the prior year, while our average time deposit balances decreased by $52.7 million, or 15.0%.

All of our time deposits are certificates of deposits. The maturity distribution of our time deposits of $100,000 or more at June 30, 2020 was as follows:

(dollars in thousands)		June 30, 2020
Three months or less		$	54,986
Over three through six months			74,517
Over six through twelve months			104,225
Over twelve months			24,896
Total		$	258,624

Included in time deposits of $100,000 or more at June 30, 2020 is $72.6 million of wholesale CDs scheduled to mature within the next 12 months at a weighted average rate of 1.88%. Time deposits that meet or exceed the FDIC insurance limit of $250,000 at June 30, 2020 and December 31, 2019 were $197.6 million and $220.1 million, respectively.

Liquidity and Capital Resources

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

At June 30, 2020 and December 31, 2019, cash and cash equivalents totaled $238.4 million and $127.8 million, respectively, or 9.6% and 5.6% of total assets, respectively. Our investment securities at June 30, 2020 and December 31, 2019 amounted to $73.6 million and $74.6 million, respectively, or 3.0% and 3.3% of total assets, respectively. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner.

Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, loan payoffs, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. We maintain five federal funds purchased lines of credit with correspondent banks totaling $118.5 million for which there were no borrowings against the lines of credit at June 30, 2020.

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We are also a member of the FHLB, from which applications for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at June 30, 2020 was $525.6 million, based on the Bank’s $2.0 million investment in FHLB stock, as well as qualifying mortgages available to secure any future borrowings. However, we are able to pledge additional securities to the FHLB in order to increase our available borrowing capacity. In addition, at June 30, 2020 and December 31, 2019 we had $185.9 million and $238.1 million, respectively, of letters of credit outstanding with the FHLB to secure client deposits.

We also have a line of credit with another financial institution for $15.0 million, which was unused at June 30, 2020. The line of credit was renewed on June 29, 2020 at an interest rate of LIBOR plus 3.50% and a maturity date of December 31, 2021.

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

Total shareholders’ equity was $216.2 million at June 30, 2020 and $205.9 million at December 31, 2019. The $10.3 million increase from December 31, 2019 is primarily related to net income of $7.5 million during the first six months of 2020, stock option exercises and expenses of $1.7 million, and $1.1 million in other comprehensive income.

The following table shows the return on average assets (net income divided by average total assets), return on average equity (net income divided by average equity), equity to assets ratio (average equity divided by average assets), and tangible common equity ratio (total equity less preferred stock divided by total assets) annualized for the three months ended June 30, 2020 and the year ended December 31, 2019. Since our inception, we have not paid cash dividends.

		June 30, 2020			December 31, 2019
Return on average assets		0.77	%		1.35	%
Return on average equity		8.78	%		14.72	%
Return on average common equity		8.78	%		14.72	%
Average equity to average assets ratio		8.81	%		9.16	%
Tangible common equity to assets ratio		8.71	%		9.08	%

Under the capital adequacy guidelines, regulatory capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available for sale, minus certain intangible assets. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type of asset. Tier 2 capital consists of Tier 1 capital plus the general reserve for loan losses, subject to certain limitations. We are also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio.

Regulatory capital rules adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to Basel III, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies other than “small bank holding companies,” generally holding companies with consolidated assets of less than $3 billion (such as the Company). In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of our minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1, but the buffer applies to all three measurements (common equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer consists of an additional amount of CET1 equal to 2.5% of risk-weighted assets.

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To be considered “well-capitalized” for purposes of certain rules and prompt corrective action requirements, the Bank must maintain a minimum total risked-based capital ratio of at least 10%, a total Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, and a leverage ratio of at least 5%. As of June 30, 2020, our capital ratios exceed these ratios and we remain “well capitalized.”

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

		June 30, 2020
							For capital					To be well capitalized
							adequacy purposes					under prompt
							minimum plus the					corrective
							capital conservation					action provisions
					Actual		buffer					minimum
(dollars in thousands)		Amount			Ratio		Amount			Ratio		Amount			Ratio
Total Capital (to risk weighted assets)		$	267,762		13.33%			210,961		10.50%			200,915		10.00%
Tier 1 Capital (to risk weighted assets)			242,568		12.07%			170,778		8.50%			160,732		8.00%
Common Equity Tier 1 Capital (to risk weighted assets)			242,568		12.07%			140,641		7.00%			130,595		6.50%
Tier 1 Capital (to average assets)			242,568		9.97%			97,304		4.00%			121,630		5.00%

		December 31, 2019
							For capital					To be well capitalized
							adequacy purposes					under prompt
							minimum plus the					corrective
							capital conservation					action provisions
					Actual		buffer					minimum
(dollars in thousands)		Amount			Ratio		Amount			Ratio		Amount			Ratio
Total Capital (to risk weighted assets)		$	250,847		13.31%		$	150,807		10.50%		$	188,510		10.00%
Tier 1 Capital (to risk weighted assets)			234,205		12.42%			113,106		8.50%			150,807		8.00%
Common Equity Tier 1 Capital (to risk weighted assets)			234,205		12.42%			84,829		7.00%			122,531		6.50%
Tier 1 Capital (to average assets)			234,205		10.80%			86,772		4.00%			108,465		5.00%

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

		June 30, 2020
											To be well capitalized
											under prompt
							For capital				corrective
							adequacy purposes				action provisions
					Actual		minimum				minimum
(dollars in thousands)		Amount			Ratio		Amount		Ratio		Amount		Ratio
Total Capital (to risk weighted assets)		$	276,544		13.76%		210,961		10.50%		N/A		N/A
Tier 1 Capital (to risk weighted assets)			228,350		11.37%		170,778		8.50%		N/A		N/A
Common Equity Tier 1 Capital (to risk weighted assets)			215,350		10.72%		140,641		7.00%		N/A		N/A
Tier 1 Capital (to average assets)			228,350		9.38%		97,304		4.00%		N/A		N/A

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		December 31, 2019
												To be well capitalized
												under prompt
								For capital				corrective
								adequacy purposes				action provisions
					Actual			minimum				minimum
(dollars in thousands)		Amount			Ratio		Amount			Ratio		Amount		Ratio
Total Capital (to risk weighted assets)		$	258,800		13.73%		$	197,935		10.50%		N/A		N/A
Tier 1 Capital (to risk weighted assets)			219,158		11.63%			160,233		8.50%		N/A		N/A
Common Equity Tier 1 Capital (to risk weighted assets)			206,158		10.94%			131,957		7.00%		N/A		N/A
Tier 1 Capital (to average assets)			219,158		10.10%			86,772		4.00%		N/A		N/A

(1)

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

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

Effect of Inflation and Changing Prices

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

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

Off-Balance Sheet Risk

Commitments to extend credit are agreements to lend money to a client as long as the client has not violated any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At June 30, 2020, unfunded commitments to extend credit were $471.7 million, of which $119.7 million were at fixed rates and $352.0 million were at variable rates. At December 31, 2019, unfunded commitments to extend credit were $426.6 million, of which approximately $105.0 million were at fixed rates and $321.7 million were at variable rates. A significant portion of the unfunded commitments related to consumer home equity lines of credit. We evaluate each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. The type of collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.

At June 30, 2020 and December 31, 2019, there were commitments under letters of credit for $8.9 million and $9.9 million, respectively. The credit risk and collateral involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.

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

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Market Risk and Interest Rate Sensitivity

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

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

As of June 30, 2020, the following table summarizes the forecasted impact on net interest income using a base case scenario given upward and downward movements in interest rates of 100, 200, and 300 basis points based on forecasted assumptions of prepayment speeds, nominal interest rates and loan and deposit repricing rates. Estimates are based on current economic conditions, historical interest rate cycles and other factors deemed to be relevant. However, underlying assumptions may be impacted in future periods which were not known to management at the time of the issuance of the Consolidated Financial Statements. Therefore, management’s assumptions may or may not prove valid. No assurance can be given that changing economic conditions and other relevant factors impacting our net interest income will not cause actual occurrences to differ from underlying assumptions. In addition, this analysis does not consider any strategic changes to our balance sheet which management may consider as a result of changes in market conditions.

		Change in net interest
Interest rate scenario		income from base
Up 300 basis points		11.16%
Up 200 basis points		6.91%
Up 100 basis points		2.89%
Base		-
Down 100 basis points		(0.26)%
Down 200 basis points		1.15%
Down 300 basis points		0.75%

Critical Accounting Policies

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our audited consolidated financial statements as of December 31, 2019, as filed in our Annual Report on Form 10-K.

Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Our Critical Accounting Policies are the allowance for loan losses, fair value of financial instruments and income taxes. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations. A brief discussion of each of these areas appears in our 2019 Annual Report on Form 10-K. During the first six months of 2020, we did not significantly alter the manner in which we applied our Critical Accounting Policies or developed related assumptions and estimates.

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Accounting, Reporting, and Regulatory Matters

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

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

Item 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the six months ended June 30, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

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

Item 1A. RISK FACTORS.

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Warning Regarding Forward-Looking Statements” and set forth in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Except as set forth in Part II, Item 1A of the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and filed with the SEC on April 28, 2020, which is incorporated herein by this reference, there have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 2, 2020.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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

The following table reflects share repurchase activity during the first six months of 2020:

									(d) Maximum
							(c) Total		Number (or
							Number of		Approximate
							Shares (or		Dollar Value) of
							Units)		Shares (or
		(a) Total					Purchased as		Units) that May
		Number of					Part of Publicly		Yet Be
		Shares (or		(b) Average			Announced		Purchased
		Units)		Price Paid per			Plans or		Under the Plans
Period		Purchased		Share (or Unit)			Programs		or Programs
April 1 - April 30		-		$	-		-		383,650
May 1 - May 31		-			-		-		383,650
June 1 - June 30		-			-		-		383,650
Total		-					-		383,650*

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*On March 11, 2020, the Company announced a share repurchase plan allowing us to repurchase up to 383,650 shares of our common stock (the “Repurchase Plan”). As of June 30, 2020, we have not repurchased any of the shares authorized for repurchase under the Repurchase Plan. The Company is not obligated to purchase any such shares under the Repurchase Plan, and the Repurchase Plan may be discontinued, suspended or restarted at any time; however, repurchases under the Repurchase Plan after December 31, 2020 would require additional approval of our Board of Directors and the Federal Reserve.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

Item 5. OTHER INFORMATION.

None.

Item 6. EXHIBITS.

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

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INDEX TO EXHIBITS

Exhibit
Number		Description
10.1		Amended and Restated Loan and Security Agreement, dated as of June 29, 2020, by and between Southern First Bancshares, Inc. and CenterState Bank, National Association.
10.2		Amended and Restated Promissory Note, dated as of June 29, 2020 by and between Southern First Bancshares, Inc. and CenterState Bank, National Association.
31.1		Rule 13a-14(a) Certification of the Principal Executive Officer.
31.2		Rule 13a-14(a) Certification of the Principal Financial Officer.
32		Section 1350 Certifications.
101		The following materials from the Quarterly Report on Form 10-Q of Southern First Bancshares, Inc. for the quarter ended June 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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.

		SOUTHERN FIRST BANCSHARES, INC.
		Registrant
Date: August 3, 2020		/s/ R. Arthur Seaver, Jr.
		R. Arthur Seaver, Jr.
		Chief Executive Officer (Principal Executive Officer)
Date: August 3, 2020		/s/ Michael D. Dowling
		Michael D. Dowling
		Chief Financial Officer (Principal Financial and Accounting Officer)

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