Bank of South Carolina Corporation 10-Q
Exhibit 10.7
United
States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2021
| ☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number: 0-27702
Bank of South Carolina Corporation
(Exact name of registrant issuer as specified in its charter)
| South Carolina | 57-1021355 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification Number) | |
256 Meeting Street, Charleston, SC 29401
(Address of principal executive offices)
(843) 724-1500
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company | ☒ | |
| (Do not check if a 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 ☒
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 | BKSC | NASDAQ |
As of October 15, 2021, there were 5,536,661 Common Shares outstanding.
Part I. Financial Information
Item 1. Financial Statements
BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
|
(Unaudited)
September 30, 2021 |
(Audited)
December 31, 2020 |
|||||||
| ASSETS | ||||||||
| Cash and due from banks | $ | 6,725,799 | $ | 5,977,896 | ||||
| Interest-bearing deposits at the Federal Reserve | 157,553,270 | 42,348,085 | ||||||
| Investment securities available for sale | 193,193,279 | 134,819,818 | ||||||
| Mortgage loans to be sold | 5,761,352 | 12,965,733 | ||||||
| Loans | 312,834,795 | 320,802,673 | ||||||
| Less: Allowance for loan losses | (4,368,457 | ) | (4,185,694 | ) | ||||
| Net loans | 308,466,338 | 316,616,979 | ||||||
| Premises, equipment and leasehold improvements, net | 3,854,763 | 4,053,533 | ||||||
| Right of use asset | 12,355,167 | 12,730,151 | ||||||
| Accrued interest receivable | 1,423,041 | 1,595,629 | ||||||
| Other assets | 2,445,569 | 1,386,775 | ||||||
| Total assets | $ | 691,778,578 | $ | 532,494,599 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Liabilities | ||||||||
| Deposits: | ||||||||
| Non-interest bearing demand | $ | 286,499,136 | $ | 169,170,751 | ||||
| Interest bearing demand | 170,175,580 | 140,602,723 | ||||||
| Money market accounts | 88,730,966 | 84,681,783 | ||||||
| Time deposits over $250,000 | 7,462,857 | 4,493,189 | ||||||
| Other time deposits | 14,296,961 | 16,205,942 | ||||||
| Other savings deposits | 55,625,779 | 47,043,243 | ||||||
| Total deposits | 622,791,279 | 462,197,631 | ||||||
| Accrued interest payable and other liabilities | 2,209,254 | 2,586,461 | ||||||
| Lease liability | 12,355,167 | 12,730,151 | ||||||
| Total liabilities | 637,355,700 | 477,514,243 | ||||||
| Shareholders’ equity | ||||||||
| Common stock - no par 12,000,000 shares authorized; Issued 5,836,635 shares at September 30, 2021 and 5,818,935 shares at December 31, 2020. Shares outstanding 5,536,661 and 5,520,469 at September 30, 2021 and December 31, 2020, respectively. | — | — | ||||||
| Additional paid in capital | 47,653,641 | 47,404,869 | ||||||
| Retained earnings | 10,525,556 | 8,693,519 | ||||||
| Treasury stock: 299,974 and 298,466 shares at September 30, 2021 and December 31, 2020, respectively. | (2,817,392 | ) | (2,787,898 | ) | ||||
| Accumulated other comprehensive (loss) income, net of income taxes | (938,927 | ) | 1,669,866 | |||||
| Total shareholders’ equity | 54,422,878 | 54,980,356 | ||||||
| Total liabilities and shareholders’ equity | $ | 691,778,578 | $ | 532,494,599 | ||||
See accompanying notes to consolidated financial statements.
3
BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Interest and fee income | ||||||||
| Loans, including fees | $ | 3,610,842 | $ | 3,760,212 | ||||
| Taxable securities | 468,862 | 433,280 | ||||||
| Tax-exempt securities | 90,176 | 82,550 | ||||||
| Other | 31,189 | 16,303 | ||||||
| Total interest and fee income | 4,201,069 | 4,292,345 | ||||||
| Interest expense | ||||||||
| Deposits | 39,319 | 72,198 | ||||||
| Total interest expense | 39,319 | 72,198 | ||||||
| Net interest income | 4,161,750 | 4,220,147 | ||||||
| Provision for loan losses | — | 40,000 | ||||||
| Net interest income after provision for loan losses | 4,161,750 | 4,180,147 | ||||||
| Other income | ||||||||
| Service charges and fees | 338,854 | 275,318 | ||||||
| Mortgage banking income | 524,016 | 694,045 | ||||||
| Gain on sales of securities | 266,944 | — | ||||||
| Other non-interest income | 8,617 | 8,689 | ||||||
| Total other income | 1,138,431 | 978,052 | ||||||
| Other expense | ||||||||
| Salaries and employee benefits | 1,849,254 | 1,775,498 | ||||||
| Net occupancy expense | 587,682 | 566,949 | ||||||
| Other operating expenses | 302,863 | 275,468 | ||||||
| Professional fees | 149,125 | 158,640 | ||||||
| Data processing fees | 158,610 | 158,443 | ||||||
| Total other expense | 3,047,534 | 2,934,998 | ||||||
| Income before income tax expense | 2,252,647 | 2,223,201 | ||||||
| Income tax expense | 525,710 | 519,930 | ||||||
| Net income | $ | 1,726,937 | $ | 1,703,271 | ||||
| Weighted average shares outstanding | ||||||||
| Basic | 5,535,906 | 5,527,696 | ||||||
| Diluted | 5,686,250 | 5,696,247 | ||||||
| Basic income per common share | $ | 0.31 | $ | 0.31 | ||||
| Diluted income per common share | $ | 0.30 | $ | 0.30 | ||||
See accompanying notes to consolidated financial statements.
4
BANK
OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Interest and fee income | ||||||||
| Loans, including fees | $ | 11,518,472 | $ | 11,152,378 | ||||
| Taxable securities | 1,407,040 | 1,179,712 | ||||||
| Tax-exempt securities | 222,530 | 289,958 | ||||||
| Other | 58,052 | 174,934 | ||||||
| Total interest and fee income | 13,206,094 | 12,796,982 | ||||||
| Interest expense | ||||||||
| Deposits | 136,160 | 242,275 | ||||||
| Total interest expense | 136,160 | 242,275 | ||||||
| Net interest income | 13,069,934 | 12,554,707 | ||||||
| Provision for loan losses | 120,000 | 40,000 | ||||||
| Net interest income after provision for loan losses | 12,949,934 | 12,514,707 | ||||||
| Other income | ||||||||
| Service charges and fees | 931,617 | 801,245 | ||||||
| Mortgage banking income | 1,805,262 | 1,486,247 | ||||||
| Gain on sales of securities | 266,944 | — | ||||||
| Other non-interest income | 21,473 | 21,813 | ||||||
| Total other income | 3,025,296 | 2,309,305 | ||||||
| Other expense | ||||||||
| Salaries and employee benefits | 5,502,178 | 5,360,111 | ||||||
| Net occupancy expense | 1,815,587 | 1,646,790 | ||||||
| Other operating expenses | 885,459 | 718,881 | ||||||
| Professional fees | 476,889 | 449,475 | ||||||
| Data processing fees | 482,732 | 486,485 | ||||||
| Total other expense | 9,162,845 | 8,661,742 | ||||||
| Income before income tax expense | 6,812,385 | 6,162,270 | ||||||
| Income tax expense | 1,606,689 | 1,436,845 | ||||||
| Net income | $ | 5,205,696 | $ | 4,725,425 | ||||
| Weighted average shares outstanding | ||||||||
| Basic | 5,528,868 | 5,529,189 | ||||||
| Diluted | 5,684,484 | 5,695,614 | ||||||
| Basic income per common share | $ | 0.94 | $ | 0.85 | ||||
| Diluted income per common share | $ | 0.92 | $ | 0.83 | ||||
See accompanying notes to consolidated financial statements.
5
BANK
OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Net income | $ | 1,726,937 | $ | 1,703,271 | ||||
| Other comprehensive loss | ||||||||
| Unrealized loss on securities arising during the period | (845,754 | ) | (5,467 | ) | ||||
| Reclassification adjustment for gains included realized in net income | (266,944 | ) | — | |||||
| Other comprehensive loss before tax | (1,112,698 | ) | (5,467 | ) | ||||
| Income tax effect related to items of other comprehensive loss before tax | 233,667 | 1,149 | ||||||
| Other comprehensive loss after tax | (879,031 | ) | (4,318 | ) | ||||
| Total comprehensive income | $ | 847,906 | $ | 1,698,953 | ||||
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Net income | $ | 5,205,696 | $ | 4,725,425 | ||||
| Other comprehensive (loss) income | ||||||||
| Unrealized (loss) gain on securities arising during the period | (3,035,326 | ) | 1,984,046 | |||||
| Reclassification adjustment for gains included realized in net income | (266,944 | ) | — | |||||
| Other comprehensive income before tax | (3,302,270 | ) | 1,984,046 | |||||
|
Income tax effect related to items of other comprehensive (loss) income
before tax |
693,477 | (416,650 | ) | |||||
| Other comprehensive income after tax | (2,608,793 | ) | 1,567,396 | |||||
| Total comprehensive income | $ | 2,596,903 | $ | 6,292,821 | ||||
See accompanying notes to consolidated financial statements.
6
BANK
OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED September 30, 2021 AND 2020 (UNAUDITED)
| Shares Outstanding |
Additional
Paid in Capital |
Retained
Earnings |
Treasury
Stock |
Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||
| December 31, 2020 | 5,520,469 | $ | 47,404,869 | $ | 8,693,519 | $ | (2,787,898 | ) | $ | 1,669,866 | $ | 54,980,356 | ||||||||||||
| Net income | — | — | 1,810,075 | — | — | 1,810,075 | ||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (2,343,977 | ) | (2,343,977 | ) | ||||||||||||||||
| Stock option exercises, net of surrenders | 4,147 | 39,589 | — | (8,344 | ) | — | 31,245 | |||||||||||||||||
| Stock-based compensation expense | — | 22,997 | — | — | — | 22,997 | ||||||||||||||||||
| Cash dividends ($0.27 per common share) | — | — | (1,491,646 | ) | — | — | (1,491,646 | ) | ||||||||||||||||
| March 31, 2021 | 5,524,616 | $ | 47,467,455 | $ | 9,011,948 | $ | (2,796,242 | ) | $ | (674,111 | ) | $ | 53,009,050 | |||||||||||
| Net income | — | — | 1,668,684 | — | — | 1,668,684 | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | 614,215 | 614,215 | ||||||||||||||||||
| Stock option exercises, net of surrenders | 9,383 | 103,495 | — | (21,150 | ) | — | 82,345 | |||||||||||||||||
| Stock-based compensation expense | — | 29,648 | — | — | — | 29,648 | ||||||||||||||||||
| Cash dividends ($0.17 per common share) | — | — | (940,781 | ) | — | — | (940,781 | ) | ||||||||||||||||
| June 30, 2021 | 5,533,999 | $ | 47,600,598 | $ | 9,739,851 | $ | (2,817,392 | ) | $ | (59,896 | ) | $ | 54,463,161 | |||||||||||
| Net income | — | — | 1,726,937 | — | — | 1,726,937 | ||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (879,031 | ) | (879,031 | ) | ||||||||||||||||
| Stock option exercises | 2,662 | 24,438 | — | — | — | 24,438 | ||||||||||||||||||
| Stock-based compensation expense | — | 28,605 | — | — | — | 28,605 | ||||||||||||||||||
| Cash dividends ($0.17 per common share) | — | — | (941,232 | ) | — | — | (941,232 | ) | ||||||||||||||||
| September 30, 2021 | 5,536,661 | $ | 47,653,641 | $ | 10,525,556 | $ | (2,817,392 | ) | $ | (938,927 | ) | $ | 54,422,878 | |||||||||||
7
| Shares Outstanding |
Additional
Paid in Capital |
Retained
Earnings |
Treasury
Stock |
Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||
| December 31, 2019 | 5,530,001 | $ | 47,131,034 | $ | 5,879,409 | $ | (2,325,225 | ) | $ | 482,814 | $ | 51,168,032 | ||||||||||||
| Net income | — | — | 1,521,131 | — | — | 1,521,131 | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | 601,016 | 601,016 | ||||||||||||||||||
| Stock option exercises, net of surrenders | 362 | 4,489 | — | — | — | 4,489 | ||||||||||||||||||
| Stock-based compensation expense | — | 16,418 | — | — | — | 16,418 | ||||||||||||||||||
| Cash dividends ($0.16 per common share) | — | — | (884,859 | ) | — | — | (884,859 | ) | ||||||||||||||||
| March 31, 2020 | 5,530,363 | $ | 47,151,941 | $ | 6,515,681 | $ | (2,325,225 | ) | $ | 1,083,830 | $ | 52,426,227 | ||||||||||||
| Net income | — | — | 1,501,023 | — | — | 1,501,023 | ||||||||||||||||||
| Other comprehensive income | — | — | — | — | 970,698 | 970,698 | ||||||||||||||||||
| Stock option exercises, net of surrenders | 9,619 | 108,757 | — | (41,697 | ) | — | 67,060 | |||||||||||||||||
| Stock-based compensation expense | — | 29,305 | — | — | — | 29,305 | ||||||||||||||||||
| Repurchase of common shares | (9,300 | ) | — | — | (148,550 | ) | — | (148,550 | ) | |||||||||||||||
| Cash dividends ($0.16 per common share) | — | — | (884,908 | ) | — | — | (884,908 | ) | ||||||||||||||||
| June 30, 2020 | 5,530,682 | $ | 47,290,003 | $ | 7,131,796 | $ | (2,515,472 | ) | $ | 2,054,528 | $ | 53,960,855 | ||||||||||||
| Net income | — | — | 1,703,271 | — | — | 1,703,271 | ||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (4,318 | ) | (4,318 | ) | ||||||||||||||||
| Stock option exercises | 4,344 | 56,496 | — | (22,108 | ) | — | 34,388 | |||||||||||||||||
| Stock-based compensation expense | — | 24,413 | — | — | — | 24,413 | ||||||||||||||||||
| Repurchase of common shares | (15,767 | ) | — | — | (250,318 | ) | — | (250,318 | ) | |||||||||||||||
| Cash dividends ($0.17 per common share) | — | — | (938,274 | ) | — | — | (938,274 | ) | ||||||||||||||||
| September 30, 2020 | 5,519,259 | $ | 47,370,912 | $ | 7,896,793 | $ | (2,787,898 | ) | $ | 2,050,210 | $ | 54,530,017 | ||||||||||||
See accompanying notes to consolidated financial statements.
8
BANK OF SOUTH CAROLINA CORPORATION AND
SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 5,205,696 | $ | 4,725,425 | ||||
|
Adjustments to reconcile net income net cash provided by (used in)
operating activities: |
||||||||
| Depreciation expense | 315,492 | 316,249 | ||||||
| Provision for loan losses | 120,000 | 40,000 | ||||||
| Gain on sale of investment securities | (266,944 | ) | — | |||||
| Stock-based compensation expense | 81,250 | 70,136 | ||||||
| Deferred income taxes and other assets | (365,317 | ) | (449,849 | ) | ||||
|
Net amortization of unearned discounts on investment securities
available for sale |
386,724 | 228,908 | ||||||
| Origination of mortgage loans held for sale | (134,399,394 | ) | (121,792,079 | ) | ||||
| Proceeds from sale of mortgage loans held for sale | 141,603,775 | 114,125,958 | ||||||
| Decrease (increase) in accrued interest receivable | 172,588 | (118,270 | ) | |||||
| (Decrease) increase in accrued interest payable and other liabilities | (379,960 | ) | 1,066,352 | |||||
| Net cash provided by (used in) operating activities | 12,473,910 | (1,787,170 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Proceeds from calls and maturities of investment securities available for sale | 26,967,000 | 15,158,000 | ||||||
| Proceeds from sale of investment securities available for sale | 15,572,500 | — | ||||||
| Purchase of investment securities available for sale | (104,335,011 | ) | (48,260,421 | ) | ||||
| Net decrease (increase) in loans | 8,030,641 | (46,570,025 | ) | |||||
| Purchase of premises, equipment, and leasehold improvements, net | (116,722 | ) | (153,435 | ) | ||||
| Net cash used in investing activities | (53,881,592 | ) | (79,825,881 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net increase in deposit accounts | 160,593,648 | 79,964,014 | ||||||
| Dividends paid | (3,370,906 | ) | (2,654,567 | ) | ||||
| Stock options exercised, net of surrenders | 138,028 | 105,937 | ||||||
| Share repurchases | — | (398,868 | ) | |||||
| Net cash provided by financing activities | 157,360,770 | 77,016,516 | ||||||
| Net increase (decrease) in cash and cash equivalents | 115,953,088 | (4,596,535 | ) | |||||
| Cash and cash equivalents at the beginning of the period | 48,325,981 | 49,094,419 | ||||||
| Cash and cash equivalents at the end of the period | $ | 164,279,069 | $ | 44,497,884 | ||||
| Supplemental disclosure of cash flow data: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 156,380 | $ | 253,785 | ||||
| Income taxes | $ | 2,345,420 | $ | 500,000 | ||||
| Supplemental disclosures for non-cash investing and financing activity: | ||||||||
| Change in unrealized gain on securities available for sale, net of income taxes | $ | 2,608,793 | $ | (1,567,396 | ) | |||
| Change in dividends payable | $ | 2,753 | $ | 53,474 | ||||
| Change in right of use assets and lease liabilities | $ | (374,984 | ) | $ | (358,255 | ) | ||
See accompanying notes to consolidated financial statements.
9
BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Note 1. | Nature of Business and Basis of Presentation |
Organization:
The Bank of South Carolina (the “Bank”) was organized on October 22, 1986 and opened for business as a state-chartered financial institution on February 26, 1987, in Charleston, South Carolina. The Bank was reorganized into a wholly-owned subsidiary of Bank of South Carolina Corporation (the “Company”), effective April 17, 1995. At the time of the reorganization, each outstanding share of the Bank was exchanged for two shares of Bank of South Carolina Corporation Stock.
Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. In consolidation, all significant intercompany balances and transactions have been eliminated.
References to “we”, “us”, “our”, “the Bank”, or “the Company” refer to the parent and its subsidiary that are consolidated for financial purposes.
Basis of Presentation:
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or (“GAAP”), for the interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 5, 2021. In the opinion of management, these interim financial statements present fairly, in all material respects, the Company’s consolidated financial position and results of operations for each of the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for a full year or any future period.
Accounting Estimates and Assumptions:
The consolidated financial statements are prepared in conformity with GAAP, which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ significantly from these estimates and assumptions. Material estimates generally susceptible to significant change are related to the determination of the allowance for loan losses, impaired loans, other real estate owned, deferred tax assets, the fair value of financial instruments and other-than-temporary impairment of investment securities.
Reclassification:
Certain amounts in the prior years’ financial statements have been reclassified to conform to the current period’s presentation. Such reclassifications had no effect on shareholders’ equity or net income as previously reported.
Income per share:
Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Dilutive income per share is computed by dividing net income by the weighted-average number of common shares and potential common shares outstanding. Potential common shares consist of dilutive stock options determined using the treasury stock method and the average market price of common stock. Retroactive recognition has been given for the effects of all stock dividends.
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. We have reviewed events occurring through the date the financial statements were available to be issued and no subsequent events occurred requiring accrual or disclosure.
10
Recent Accounting Pronouncements:
The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting and/or disclosure of financial information by the Company.
In June 2016, the FASB issued ASU 2016-13, Financial instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to change the accounting for credit losses and modify the impairment model for certain debt securities. In May 2019, the FASB issued guidance to provide entities with an option to irrevocably elect the fair value option, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments. In October 2019, the FASB voted to extend the implementation date for smaller reporting companies, non-SEC public companies, and private companies. This amendment will become effective for the Company on January 1, 2023. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows. It will be influenced by the quality, composition, and characteristics of our loan and investment portfolios, as well as the expected economic conditions and forecasts at the time of enactment and future reporting periods.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which provides guidance to simply accounting for income taxes by removing specific technical exceptions that can produce information investors do not understand. The amendments improve and simplify the application of GAAP for other areas of Topic 740 by clarifying and amending the existing guidance. The amendment became effective January 1, 2021 and did not have a material effect on the financial statements.
In January 2020, the FASB issued guidance to address accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The amendment became effective January 1, 2021 and did not have a material effect on the financial statements.
In February 2020, the FASB issued guidance to add and amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119 related to the new credit losses standard and comments by the SEC staff related to the revised effective date of the new leases standard. The amendments were effective upon issuance and did not have a material effect on the financial statements.
In March 2020, the FASB issued guidance that makes narrow-scope improvements to various aspects of the financial instrument guidance, including the current expected credit losses (CECL) guidance issued in 2016. The amendments related to conforming amendments. For public business entities, the amendments are effective upon issuance of this final ASU. For the amendments related to ASU 2016-13, public business entities that meet the definition of an SEC filer, excluding eligible smaller reporting companies (SRCs) as defined by the SEC, should adopt the amendments in ASU 2016-13 during 2020. Early adoption will continue to be permitted. For entities that have not yet adopted the guidance in ASU 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in ASU 2016-13. The Company does not expect these amendments to have a material effect on its financial statements.
In March 2020, the FASB issued guidance to provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments are effective as of March 12, 2020 through December 31, 2022. The Company does not expect these amendments to have a material effect on its financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on our financial position, results of operations or cash flows.
11
Note 2: Investment Securities
The amortized cost and fair value of investment securities available for sale are summarized as follows:
| September 30, 2021 | ||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
| U.S. Treasury Notes | $ | 85,901,080 | $ | 133,246 | $ | (542,336 | ) | $ | 85,491,990 | |||||||
| Government-Sponsored Enterprises | 76,411,230 | 417,469 | (1,360,537 | ) | 75,468,162 | |||||||||||
| Municipal Securities | 32,069,484 | 372,581 | (208,938 | ) | 32,233,127 | |||||||||||
| Total | $ | 194,381,794 | $ | 923,296 | $ | (2,111,811 | ) | $ | 193,193,279 | |||||||
| December 31, 2020 | ||||||||||||||||
|
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Estimated
Fair Value |
|||||||||||||
| U.S. Treasury Notes | $ | 20,036,549 | $ | 374,001 | $ | — | $ | 20,410,550 | ||||||||
| Government-Sponsored Enterprises | 96,614,182 | 1,398,884 | (160,260 | ) | 97,852,806 | |||||||||||
| Municipal Securities | 16,055,332 | 501,130 | — | 16,556,462 | ||||||||||||
| Total | $ | 132,706,063 | $ | 2,274,015 | $ | (160,260 | ) | $ | 134,819,818 | |||||||
12
The amortized cost and estimated fair value of investment securities available for sale as of September 30, 2021 and December 31, 2020, by contractual maturity are in the following table.
| September 30, 2021 | December 31, 2020 | |||||||||||||||
|
Amortized
Cost |
Estimated Fair Value |
Amortized
Cost |
Estimated Fair Value | |||||||||||||
| Due in one year or less | $ | 17,765,344 | $ | 17,859,899 | $ | 32,245,646 | $ | 32,622,890 | ||||||||
| Due in one year to five years | 84,922,196 | 85,072,046 | 40,022,194 | 41,258,370 | ||||||||||||
| Due in five years to ten years | 84,973,132 | 83,702,529 | 50,438,223 | 50,968,288 | ||||||||||||
| Due in ten years and over | 6,721,122 | 6,558,805 | 10,000,000 | 9,970,270 | ||||||||||||
| Total | $ | 194,381,794 | $ | 193,193,279 | $ | 132,706,063 | $ | 134,819,818 | ||||||||
Securities pledged to secure deposits at both September 30, 2021 and December 31, 2020, had a fair value of $33.6 million and $42.4 million, respectively.
The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2021 and December 31, 2020. We believe that all unrealized losses have resulted from temporary changes in the interest rate market and not as a result of credit deterioration. We do not intend to sell and it is not likely that we will be required to sell any of the securities referenced in the table below before recovery of their amortized cost.
| September 30, 2021 | ||||||||||||||||||||||||||||||||||||
| Less Than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||||||||||||||
| # |
Fair
Value |
Gross Unrealized Loss | # |
Fair
Value |
Gross Unrealized Loss | # |
Fair
Value |
Gross Unrealized Loss | ||||||||||||||||||||||||||||
| U.S. Treasury Notes | 11 | $ | 60,364,645 | $ | (542,336 | ) | — | $ | — | $ | — | 11 | $ | 60,364,645 | $ | (542,336 | ) | |||||||||||||||||||
| Government-Sponsored Enterprises | 7 | 45,228,892 | (1,123,217 | ) | 1 | 9,762,680 | (237,320 | ) | 8 | 54,991,572 | (1,360,537 | ) | ||||||||||||||||||||||||
| Municipal Securities | 17 | 10,576,443 | (208,938 | ) | — | — | — | 17 | 10,576,443 | (208,938 | ) | |||||||||||||||||||||||||
| Total | 35 | $ | 116,169,980 | $ | (1,874,491 | ) | 1 | $ | 9,762,680 | $ | (237,320 | ) | 36 | $ | 125,932,660 | $ | (2,111,811 | ) | ||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||||||
| Less Than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||||||||||||||
| # |
Fair
Value |
Gross Unrealized Loss | # |
Fair
Value |
Gross Unrealized Loss | # |
Fair
Value |
Gross Unrealized Loss | ||||||||||||||||||||||||||||
| U.S. Treasury Notes | — | $ | — | $ | — | — | $ | — | $ | — | — | $ | — | $ | — | |||||||||||||||||||||
| Government-Sponsored Enterprises | 4 | 29,839,740 | (160,260 | ) | — | — | — | 4 | 29,839,740 | (160,260 | ) | |||||||||||||||||||||||||
| Municipal Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Total | 4 | $ | 29,839,740 | $ | (160,260 | ) | — | $ | — | $ | — | 4 | $ | 29,839,740 | $ | (160,260 | ) | |||||||||||||||||||
13
The tables below show the proceeds from sales of securities available for sale and gross realized gains and losses.
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Gross proceeds | $ | 15,572,500 | $ | — | ||||
| Gross realized gains | 266,944 | — | ||||||
| Gross realized losses | — | — | ||||||
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2021 | 2020 | |||||||
| Gross proceeds | $ | 15,572,500 | $ | — | ||||
| Gross realized gains | 266,944 | — | ||||||
| Gross realized losses | — | — | ||||||
There was a tax provision of $56,058 related to gains for the three and nine months ended September 30, 2021. There were no realized gains for the three and nine months ended September 30, 2020.
Note 3: Loans and Allowance for Loan Losses
Major classifications of loans (net of deferred loan fees of $713,203 at September 30, 2021 and $676,155 at December 31, 2020, respectively) are shown in the table below.
|
September 30,
2021 |
December 31,
2020 |
|||||||
| Commercial | $ | 45,923,118 | $ | 51,041,397 | ||||
| Commercial real estate: | ||||||||
| Construction | 10,802,322 | 14,813,726 | ||||||
| Other | 160,119,820 | 146,187,886 | ||||||
| Consumer: | ||||||||
| Real estate | 77,530,313 | 71,836,041 | ||||||
| Other | 4,576,146 | 4,480,491 | ||||||
| Paycheck Protection Program | 13,883,076 | 32,443,132 | ||||||
| 312,834,795 | 320,802,673 | |||||||
| Allowance for loan losses | (4,368,457 | ) | (4,185,694 | ) | ||||
| Loans, net | $ | 308,466,338 | $ | 316,616,979 | ||||
We had $88.3 million and $76.0 million of loans pledged as collateral to secure funding with the Federal Reserve Bank (“FRB”) Discount Window at September 30, 2021 and at December 31, 2020, respectively.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law, which established the Paycheck Protection Program (“PPP”) and allocated $349.0 billion of loans to be issued by financial institutions. Under the program, the Small Business Administration (“SBA”) will forgive loans, in whole or in part, made by approved lenders to eligible borrowers for payroll and other permitted purposes in accordance with the requirements of the program. These loans carry a fixed rate of 1.00% and a term of two years, if not forgiven, in whole or in part. The loans are 100% guaranteed by the SBA and as long as the borrower submits its loan forgiveness application within ten months of completion of the covered period, the borrower is not required to make any payments until the forgiveness amount is remitted to the lender by the SBA. The Bank received a processing fee ranging from 1% to 5% based on the size of the loan from the SBA. The fees are deferred and amortized over the life of the loans in accordance with ASC 310-20. The Paycheck Protection Program and Health Care Enhancement Act (“PPP/ HCEA Act”) was signed into law on April 24, 2020. The PPP/HCEA Act authorized additional funding under the CARES Act of $310.0 billion for PPP loans to be issued by financial institutions through the SBA.
On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (“Economic Aid Act”) was enacted, which reauthorized lending under the PPP program through March 31, 2021, with an additional $325.0 billion. On March 31, 2021, the PPP Extension Act of 2021 was signed into law, which formally changed the PPP application deadline from March 31, 2021 to May 31, 2021. Under the Economic Aid Act, the SBA will forgive loans, in whole or in part, made by approved lenders to eligible borrowers for payroll and other permitted purposes in accordance with the requirements of the program. These loans carry a fixed rate of 1.00% and a term of five years, if not forgiven, in whole or in part. The loans are 100% guaranteed by the SBA and as long as the borrower submits its loan forgiveness application within ten months of completion of the covered period, the borrower is not required to make any payments until the forgiveness amount is remitted to the lender by the SBA. The Bank will receive a processing fee based on the size of the loan from the SBA, based on a tiered structure. For loans up to $50,000 in principal, the lender processing fee will be the lesser of 50% of the principal amount or $2,500. For loans between $50,000 and $350,000 in principal, the lender processing fee will be 5% of the principal amount. For loans $350,000 and above, the lender processing fee will be 3% of the principal amount. For loans of at least $2.0 million, the lender processing fee will be 1% of the principal amount. The fees are deferred and amortized over the life of the loans in accordance with ASC 310-20.
14
The Bank provided $37.8 million to 266 customers in the first round of PPP and $17.5 million to 214 customers in the second round of PPP. Because these loans are 100% guaranteed by the SBA and did not undergo the Bank’s typical underwriting process, they are not graded and do not have an associated reserve. The Bank received $2.4 million in processing fees related to the PPP program. During the three months ended September 30, 2021 and 2020, the Bank recognized $0.1 million and $0.2 million, respectively, in processing fees for the PPP program. During the nine months ended September 30, 2021 and 2020, the Bank recognized $1.0 million and $0.3 million, respectively, in processing fees for the PPP program.
Our portfolio grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled. Our internal credit risk grading system is based on experience with similarly graded loans, industry best practices, and regulatory guidance. Our portfolio is graded in its entirety, with the exception of the PPP loans.
Our internally assigned grades pursuant to the Board-approved lending policy are as follows:
| ● | Excellent (1) The borrowing entity has more than adequate cash flow, unquestionable strength, strong earnings and capital and, where applicable, no overdrafts. | |
| ● | Good (2) The borrowing entity has dependable cash flow, better than average financial condition, good capital and usually no overdrafts. | |
| ● | Satisfactory (3) The borrowing entity has adequate cash flow, satisfactory financial condition, and explainable overdrafts (if any). | |
| ● | Watch (4) The borrowing entity has generally adequate, yet inconsistent cash flow, cyclical earnings, weak capital, loan to/from stockholders, and infrequent overdrafts. The borrower has consistent yet sometimes unpredictable sales and growth. | |
| ● | OAEM (5) The borrowing entity has marginal cash flow, occasional past dues, and frequent and unexpected working capital needs. |
| ● | Substandard (6) The borrowing entity has a cash flow barely sufficient to service debt, deteriorated financial condition, and bankruptcy is possible. The borrowing entity has declining sales, rising costs, and may need to look for secondary source of repayment. | |
| ● | Doubtful (7) The borrowing entity has negative cash flow. Survival of the business is at risk, full repayment is unlikely, and there are frequent and unexplained overdrafts. The borrowing entity shows declining trends and no operating profits. | |
| ● | Loss (8) The borrowing entity has negative cash flow with no alternatives. Survival of the business is unlikely. |
15
The following tables illustrate credit quality by class and internally assigned grades at September 30, 2021 and December 31, 2020. “Pass” includes loans internally graded as excellent, good and satisfactory.
| September 30, 2021 | |||||||||||||||||||||||||||||
| Commercial |
Commercial
Real Estate Construction |
Commercial
Real Estate Other |
Consumer
Real Estate |
Consumer
Other |
Paycheck Protection Program | Total | |||||||||||||||||||||||
| Pass | $ | 43,458,379 | $ | 10,357,540 | $ | 152,866,524 | $ | 76,186,041 | $ | 4,299,854 | $ | 13,883,076 | $ | 301,051,414 | |||||||||||||||
| Watch | 636,171 | 444,782 | 4,219,954 | 471,737 | 194,963 | — | 5,967,607 | ||||||||||||||||||||||
| OAEM | 344,195 | — | 1,077,755 | 622,777 | 40,618 | — | 2,085,345 | ||||||||||||||||||||||
| Substandard | 1,484,373 | — | 1,955,587 | 249,758 | 40,711 | — | 3,730,429 | ||||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Total | $ | 45,923,118 | $ | 10,802,322 | $ | 160,119,820 | $ | 77,530,313 | $ | 4,576,146 | $ | 13,883,076 | $ | 312,834,795 | |||||||||||||||
16
| December 31, 2020 | ||||||||||||||||||||||||||||
| Commercial |
Commercial
Real Estate Construction |
Commercial
Real Estate Other |
Consumer
Real Estate |
Consumer
Other |
Paycheck
Protection Program |
Total | ||||||||||||||||||||||
| Pass | $ | 44,903,134 | $ | 14,349,065 | $ | 125,111,378 | $ | 70,454,909 | $ | 4,171,858 | $ | 32,443,132 | $ | 291,433,476 | ||||||||||||||
| Watch | 3,415,408 | 464,661 | 15,200,992 | 467,163 | 219,954 | — | 19,768,178 | |||||||||||||||||||||
| OAEM | 1,039,647 | — | 1,784,296 | 623,226 | 46,783 | — | 3,493,952 | |||||||||||||||||||||
| Substandard | 1,683,208 | — | 4,091,220 | 290,743 | 41,896 | — | 6,107,067 | |||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | |||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | |||||||||||||||||||||
| Total | $ | 51,041,397 | $ | 14,813,726 | $ | 146,187,886 | $ | 71,836,041 | $ | 4,480,491 | $ | 32,443,132 | $ | 320,802,673 | ||||||||||||||
The following tables include an aging analysis of the recorded investment in loans segregated by class.
| September 30, 2021 | ||||||||||||||||||||||||||||
| 30-59 Days Past Due | 60-89 Days Past Due | Greater than 90 Days | Total Past Due | Current | Total Loans Receivable |
Recorded
Investment ≥
90 Days and Accruing |
||||||||||||||||||||||
| Commercial | $ | 151,406 | $ | — | $ | — | $ | 151,406 | $ | 45,771,712 | $ | 45,923,118 | $ | — | ||||||||||||||
| Commercial Real Estate Construction | — | — | — | — | 10,802,322 | 10,802,322 | — | |||||||||||||||||||||
| Commercial Real Estate Other | — | 59,424 | 926,808 | 986,232 | 159,133,588 | 160,119,820 | — | |||||||||||||||||||||
| Consumer Real Estate | — | — | — | — | 77,530,313 | 77,530,313 | — | |||||||||||||||||||||
| Consumer Other | 1,508 | — | — | 1,508 | 4,574,638 | 4,576,146 | — | |||||||||||||||||||||
| Paycheck Protection Program | — | — | — | — | 13,883,076 | 13,883,076 | — | |||||||||||||||||||||
| Total | $ | 152,914 | $ | 59,424 | $ | 926,808 | $ | 1,139,146 | $ | 311,695,649 | $ | 312,834,795 | $ | — | ||||||||||||||
17
| December 31, 2020 | ||||||||||||||||||||||||||||
| 30-59 Days Past Due | 60-89 Days Past Due | Greater than 90 Days | Total Past Due | Current | Total Loans Receivable |
Recorded
Investment ≥
90 Days and Accruing |
||||||||||||||||||||||
| Commercial | $ | 144,999 | $ | 27,855 | $ | — | $ | 172,854 | $ | 50,868,543 | $ | 51,041,397 | $ | — | ||||||||||||||
| Commercial Real Estate Construction | — | — | — | — | 14,813,726 | 14,813,726 | — | |||||||||||||||||||||
| Commercial Real Estate Other | 61,597 | — | 923,828 | 985,425 | 145,202,461 | 146,187,886 | — | |||||||||||||||||||||
| Consumer Real Estate | — | — | 40,893 | 40,893 | 71,795,148 | 71,836,041 | — | |||||||||||||||||||||
| Consumer Other | — | — | — | — | 4,480,491 | 4,480,491 | — | |||||||||||||||||||||
| Paycheck Protection Program | — | — | — | — | 32,443,132 | 32,443,132 | ||||||||||||||||||||||
| Total | $ | 206,596 | $ | 27,855 | $ | 964,721 | $ | 1,199,172 | $ | 319,603,501 | $ | 320,802,673 | $ | — | ||||||||||||||
There were no loans over 90 days past due and still accruing as of September 30, 2021 and December 31, 2020.
The following table summarizes the balances of non-accrual loans:
|
Loans
Receivable on
Non-Accrual |
||||||||
|
September
30,
2021 |
December
31,
2020 |
|||||||
| Commercial | $ | 178,975 | $ | 178,975 | ||||
| Commercial Real Estate Construction | — | — | ||||||
| Commercial Real Estate Other | 926,808 | 923,828 | ||||||
| Consumer Real Estate | — | 40,893 | ||||||
| Consumer Other | 10,337 | 12,234 | ||||||
| Paycheck Protection Program | — | — | ||||||
| Total | $ | 1,116,120 | $ | 1,155,930 | ||||
The following tables set forth the changes in the allowance for loan losses and an allocation of the allowance for loan losses by loan category for the three and nine months ended September 30, 2021 and 2020. The allowance for loan losses consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-impaired loans and is based on historical loss experience adjusted for current economic factors.
| Three Months Ended September 30, 2021 | |||||||||||||||||||||||||||||
| Commercial | Commercial Real Estate Construction | Commercial Real Estate Other | Consumer Real Estate | Consumer Other | Paycheck Protection Program | Total | |||||||||||||||||||||||
|
Allowance
for
Loan Losses: |
|||||||||||||||||||||||||||||
| Beginning balance | $ | 801,548 | $ | 154,276 | $ | 2,206,215 | $ | 1,025,506 | $ | 118,758 | $ | — | $ | 4,306,303 | |||||||||||||||
| Charge-offs | — | — | — | — | — | (903 | ) | (903 | ) | ||||||||||||||||||||
| Recoveries | 10,746 | — | — | 47,711 | 4,600 | — | 63,057 | ||||||||||||||||||||||
| Provisions | (9,338 | ) | 1,248 | 72,060 | (65,539 | ) | 666 | 903 | — | ||||||||||||||||||||
| Ending balance | $ | 802,956 | $ | 155,524 | $ | 2,278,275 | $ | 1,007,678 | $ | 124,024 | $ | — | $ | 4,368,457 | |||||||||||||||
18
| Nine Months Ended September 30, 2021 | |||||||||||||||||||||||||||||
| Commercial | Commercial Real Estate Construction | Commercial Real Estate Other | Consumer Real Estate | Consumer Other | Paycheck Protection Program | Total | |||||||||||||||||||||||
|
Allowance
for
Loan Losses: |
|||||||||||||||||||||||||||||
| Beginning balance | $ | 1,029,310 | $ | 199,266 | $ | 1,909,121 | $ | 925,077 | $ | 122,920 | $ | — | $ | 4,185,694 | |||||||||||||||
| Charge-offs | — | — | — | — | (11,439 | ) | (8,879 | ) | (20,318 | ) | |||||||||||||||||||
| Recoveries | 21,329 | — | — | 47,711 | 14,041 | — | 83,081 | ||||||||||||||||||||||
| Provisions | (247,683 | ) | (43,742 | ) | 369,154 | 34,890 | (1,498 | ) | 8,879 | 120,000 | |||||||||||||||||||
| Ending balance | $ | 802,956 | $ | 155,524 | $ | 2,278,275 | $ | 1,007,678 | $ | 124,024 | $ | — | $ | 4,368,457 | |||||||||||||||
| Three Months Ended September 30, 2020 | |||||||||||||||||||||||||||||
| Commercial | Commercial Real Estate Construction | Commercial Real Estate Other | Consumer Real Estate | Consumer Other | Paycheck Protection Program | Total | |||||||||||||||||||||||
|
Allowance
for
Loan Losses: |
|||||||||||||||||||||||||||||
| Beginning balance | $ | 1,018,550 | $ | 150,807 | $ | 1,477,019 | $ | 883,300 | $ | 580,954 | $ | — | $ | 4,110,630 | |||||||||||||||
| Charge-offs | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Recoveries | — | — | — | — | 3,184 | — | 3,184 | ||||||||||||||||||||||
| Provisions | 197,766 | 28,766 | 312,806 | (35,302 | ) | (464,036 | ) | — | 40,000 | ||||||||||||||||||||
| Ending balance | $ | 1,216,316 | $ | 179,573 | $ | 1,789,825 | $ | 847,998 | $ | 120,102 | $ | — | $ | 4,153,814 | |||||||||||||||
19
| Nine Months Ended September 30, 2020 | |||||||||||||||||||||||||||||
| Commercial | Commercial Real Estate Construction | Commercial Real Estate Other | Consumer Real Estate | Consumer Other | Paycheck Protection Program | Total | |||||||||||||||||||||||
|
Allowance
for
Loan Losses: |
|||||||||||||||||||||||||||||
| Beginning balance | $ | 1,429,917 | $ | 109,235 | $ | 1,270,445 | $ | 496,221 | $ | 697,940 | $ | — | $ | 4,003,758 | |||||||||||||||
| Charge-offs | — | — | — | — | (116,002 | ) | — | (116,002 | ) | ||||||||||||||||||||
| Recoveries | 87,011 | — | 99,801 | — | 39,246 | — | 226,058 | ||||||||||||||||||||||
| Provisions | (300,612 | ) | 70,338 | 419,579 | 351,777 | (501,082 | ) | — | 40,000 | ||||||||||||||||||||
| Ending balance | $ | 1,216,316 | $ | 179,573 | $ | 1,789,825 | $ | 847,998 | $ | 120,102 | $ | — | $ | 4,153,814 | |||||||||||||||
The following tables present, by portfolio segment and reserving methodology, the allocation of the allowance for loan losses and the gross investment in loans, for the periods indicated.
| September 30, 2021 | ||||||||||||||||||||||||||||
| Commercial | Commercial Real Estate Construction | Commercial Real Estate Other | Consumer Real Estate | Consumer Other | Paycheck Protection Program | Total | ||||||||||||||||||||||
| Allowance for Loan Losses | ||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | 178,975 | $ | — | $ | — | $ | — | $ | 40,711 | $ | — | $ | 219,686 | ||||||||||||||
| Collectively evaluated for impairment | 623,981 | 155,524 | 2,278,275 | 1,007,678 | 83,313 | — | 4,148,771 | |||||||||||||||||||||
| Total Allowance for Loan Losses | $ | 802,956 | $ | 155,524 | $ | 2,278,275 | $ | 1,007,678 | $ | 124,024 | $ | — | $ | 4,368,457 | ||||||||||||||
| Loans Receivable | ||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | 1,484,372 | $ | — | $ | 1,955,587 | $ | 249,758 | $ | 40,711 | $ | — | $ | 3,730,428 | ||||||||||||||
| Collectively evaluated for impairment | 44,438,746 | 10,802,322 | 158,164,233 | 77,280,555 | 4,535,435 | 13,883,076 | 309,104,367 | |||||||||||||||||||||
| Total Loans Receivable | $ | 45,923,118 | $ | 10,802,322 | $ | 160,119,820 | $ | 77,530,313 | $ | 4,576,146 | $ | 13,883,076 | $ | 312,834,795 | ||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||
| Commercial | Commercial Real Estate Construction | Commercial Real Estate Other | Consumer Real Estate | Consumer Other | Paycheck Protection Program | Total | ||||||||||||||||||||||
| Allowance for Loan Losses | ||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | 357,657 | $ | — | $ | 36,747 | $ | 9,111 | $ | 41,896 | $ | — | $ | 445,411 | ||||||||||||||
| Collectively evaluated for impairment | 671,653 | 199,266 | 1,872,374 | 915,966 | 81,024 | — | 3,740,283 | |||||||||||||||||||||
| Total Allowance for Loan Losses | $ | 1,029,310 | $ | 199,266 | $ | 1,909,121 | $ | 925,077 | $ | 122,920 | $ | — | $ | 4,185,694 | ||||||||||||||
| Loans Receivable | ||||||||||||||||||||||||||||
| Individually evaluated for impairment | $ | 2,298,120 | $ | — | $ | 5,174,841 | $ | 290,743 | $ | 41,896 | $ | — | $ | 7,805,600 | ||||||||||||||
| Collectively evaluated for impairment | 48,743,277 | 14,813,726 | 141,013,045 | 71,545,298 | 4,438,595 | 32,443,132 | 312,997,073 | |||||||||||||||||||||
| Total Loans Receivable | $ | 51,041,397 | $ | 14,813,726 | $ | 146,187,886 | $ | 71,836,041 | $ | 4,480,491 | $ | 32,443,132 | $ | 320,802,673 | ||||||||||||||
20
As of September 30, 2021 and December 31, 2020, loans individually evaluated and considered impaired are presented in the following table.
| Impaired Loans | ||||||||||||||||||||||||
| September 30, 2021 | December 31, 2020 | |||||||||||||||||||||||
| Unpaid Principal Balance | Recorded Investment | Related Allowance | Unpaid Principal Balance | Recorded Investment | Related Allowance | |||||||||||||||||||
| With no related allowance recorded: | ||||||||||||||||||||||||
| Commercial | $ | 1,305,397 | $ | 1,305,397 | $ | — | $ | 1,721,818 | $ | 1,721,818 | $ | — | ||||||||||||
| Commercial Real Estate Construction | — | — | — | — | — | — | ||||||||||||||||||
| Commercial Real Estate Other | 1,955,587 | 1,955,587 | — | 4,831,757 | 4,831,757 | — | ||||||||||||||||||
| Consumer Real Estate | 249,758 | 249,758 | — | 249,850 | 249,850 | — | ||||||||||||||||||
| Consumer Other | — | — | — | — | — | — | ||||||||||||||||||
| Paycheck Protection Program | — | — | — | — | — | — | ||||||||||||||||||
| Total | 3,510,742 | 3,510,742 | — | 6,803,425 | 6,803,425 | — | ||||||||||||||||||
| With an allowance recorded: | ||||||||||||||||||||||||
| Commercial | 178,975 | 178,975 | 178,975 | 576,302 | 576,302 | 357,657 | ||||||||||||||||||
| Commercial Real Estate Construction | — | — | — | — | — | — | ||||||||||||||||||
| Commercial Real Estate Other | — | — | — | 343,084 | 343,084 | 36,747 | ||||||||||||||||||
| Consumer Real Estate | — | — | — | 40,893 | 40,893 | 9,111 | ||||||||||||||||||
| Consumer Other | 40,711 | 40,711 | 40,711 | 41,896 | 41,896 | 41,896 | ||||||||||||||||||
| Paycheck Protection Program | — | — | — | — | — | — | ||||||||||||||||||
| Total | 219,686 | 219,686 | 219,686 | 1,002,175 | 1,002,175 | 445,411 | ||||||||||||||||||
| Total | ||||||||||||||||||||||||
| Commercial | 1,484,372 | 1,484,372 | 178,975 | 2,298,120 | 2,298,120 | 357,657 | ||||||||||||||||||
| Commercial Real Estate Construction | — | — | — | — | — | — | ||||||||||||||||||
| Commercial Real Estate Other | 1,955,587 | 1,955,587 | — | 5,174,841 | 5,174,841 | 36,747 | ||||||||||||||||||
| Consumer Real Estate | 249,758 | 249,758 | — | 290,743 | 290,743 | 9,111 | ||||||||||||||||||
| Consumer Other | 40,711 | 40,711 | 40,711 | 41,896 | 41,896 | 41,896 | ||||||||||||||||||
| Paycheck Protection Program | — | — | — | — | — | — | ||||||||||||||||||
| Total | $ | 3,730,428 | $ | 3,730,428 | $ | 219,686 | $ | 7,805,600 | $ | 7,805,600 | $ | 445,411 | ||||||||||||
The following table presents average impaired loans and interest income recognized on those impaired loans, by class segment, for the periods indicated.
21
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | |||||||||||||
| With no related allowance recorded: | ||||||||||||||||
| Commercial | $ | 1,327,590 | $ | 20,140 | $ | 1,420,335 | $ | 19,891 | ||||||||
| Commercial Real Estate Construction | — | — | — | — | ||||||||||||
| Commercial Real Estate Other | 1,954,514 | 14,402 | 5,024,801 | 56,189 | ||||||||||||
| Consumer Real Estate | 249,758 | 2,675 | 249,850 | 2,676 | ||||||||||||
| Consumer Other | — | — | — | — | ||||||||||||
| Paycheck Protection Program | — | — | — | — | ||||||||||||
| 3,531,862 | 37,217 | 6,694,986 | 78,756 | |||||||||||||
| With an allowance recorded: | ||||||||||||||||
| Commercial | 178,975 | 4,564 | 1,299,038 | 26,910 | ||||||||||||
| Commercial Real Estate Construction | — | — | — | — | ||||||||||||
| Commercial Real Estate Other | — | — | 335,664 | — | ||||||||||||
| Consumer Real Estate | — | — | 36,449 | 2,197 | ||||||||||||
| Consumer Other | 40,921 | 670 | 41,896 | 686 | ||||||||||||
| Paycheck Protection Program | — | — | — | — | ||||||||||||
| 219,896 | 5,234 | 1,713,047 | 29,793 | |||||||||||||
| Total | ||||||||||||||||
| Commercial | 1,506,565 | 24,704 | 2,719,373 | 46,801 | ||||||||||||
| Commercial Real Estate Construction | — | — | — | — | ||||||||||||
| Commercial Real Estate Other | 1,954,514 | 14,402 | 5,360,465 | 56,189 | ||||||||||||
| Consumer Real Estate | 249,758 | 2,675 | 286,299 | 4,873 | ||||||||||||
| Consumer Other | 40,921 | 670 | 41,896 | 686 | ||||||||||||
| Paycheck Protection Program | — | — | — | — | ||||||||||||
| $ | 3,751,758 | $ | 42,451 | $ | 8,408,033 | $ | 108,549 | |||||||||
| Nine Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | |||||||||||||
| With no related allowance recorded: | ||||||||||||||||
| Commercial | $ | 1,357,025 | $ | 64,253 | $ | 1,442,248 | $ | 55,882 | ||||||||
| Commercial Real Estate - Construction | — | — | — | — | ||||||||||||
| Commercial Real Estate - Other | 1,948,369 | 45,482 | 5,043,047 | 175,862 | ||||||||||||
| Consumer Real Estate | 249,783 | 8,842 | 249,801 | 9,148 | ||||||||||||
| Consumer Other | — | — | — | — | ||||||||||||
| Paycheck Protection Program | — | — | — | — | ||||||||||||
| 3,555,177 | 118,577 | 6,735,096 | 240,892 | |||||||||||||
| With an allowance recorded: | ||||||||||||||||
| Commercial | 178,975 | 8,173 | 1,401,247 | 63,338 | ||||||||||||
| Commercial Real Estate - Construction | — | — | — | — | ||||||||||||
| Commercial Real Estate - Other | — | — | 335,578 | — | ||||||||||||
| Consumer Real Estate | — | — | 35,460 | — | ||||||||||||
| Consumer Other | 41,384 | 2,047 | 42,154 | 1,931 | ||||||||||||
| Paycheck Protection Program | — | — | — | — | ||||||||||||
| 220,359 | 10,220 | 1,814,439 | 65,269 | |||||||||||||
| Total | ||||||||||||||||
| Commercial | 1,536,000 | 72,426 | 2,843,495 | 119,220 | ||||||||||||
| Commercial Real Estate - Construction | — | — | — | — | ||||||||||||
| Commercial Real Estate - Other | 1,948,369 | 45,482 | 5,378,625 | 175,862 | ||||||||||||
| Consumer Real Estate | 249,783 | 8,842 | 285,261 | 9,148 | ||||||||||||
| Consumer Other | 41,384 | 2,047 | 42,154 | 1,931 | ||||||||||||
| Paycheck Protection Program | — | — | — | — | ||||||||||||
| $ | 3,775,536 | $ | 128,797 | $ | 8,549,535 | $ | 306,161 | |||||||||
22
In general, the modification or restructuring of a loan is considered a troubled debt restructuring (“TDR”) if the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that we would not otherwise consider. As of September 30, 2021, there were 6 TDRs with a balance of $1.4 million compared to 14 TDRs with a balance of $5.8 million as of December 31, 2020. There were no TDRs added during the three and nine months ended September 30, 2021. There were no TDRs added during the three months ended September 30, 2020 and one TDR, in the amount of $0.6 million was added during the nine months ended September 30, 2020. These TDRs were granted extended payment terms with no principal reduction. The structure of two of the loans changed to interest only. All TDRs were performing as agreed as of September 30, 2021. No TDRs defaulted during the three and nine months ended September 30, 2021 and 2020, which were modified within the previous twelve months.
Regulatory agencies, as set forth in the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (initially issued on March 22, 2020 and revised on April 7, 2020), have encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19. In this statement, the regulatory agencies expressed their view of loan modification programs as positive actions that may mitigate adverse effects on borrowers due to COVID-19 and that the agencies will not criticize institutions for working with borrowers in a safe and sound manner. Moreover, the revised statement provides that eligible loan modifications related to COVID-19 may be accounted for under section 4013 of the CARES Act or in accordance with ASC 310-40. Under Section 4013 of the CARES Act, banks may elect not to categorize loan modifications as TDRs if the modifications are related to COVID-19, executed on a loan that was not more than 30 days past due as of December 31, 2019, and executed between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the date of termination of the National Emergency. All short-term loan modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not considered TDRs. Beginning in March 2020, the Bank provided payment accommodations to customers, consisting of 60-day principal deferral to borrowers negatively impacted by COVID-19. The Bank processed approximately $0.7 million in principal deferments to 84 loans, with an aggregate loan balance of $25.9 million, during the year ended December 31, 2020. The principal deferments represent 0.24% of our total loan portfolio as of December 31, 2020. In accordance with the FDIC guidance, borrowers who were current prior to becoming affected by COVID-19, that received payment accommodations as a result of the pandemic, generally are not reported as past due. There were no interest deferments granted and all loans given payment accommodations are still paying interest. There have been no payment accommodations granted during the nine months ended September 30, 2021. All loans granted payment accommodations during the year ended December 31, 2020 have commenced paying as agreed and are current as of September 30, 2021.
Note 4: Leases
As of September 30, 2021 and December 31, 2020, the Company had operating right of use (“ROU”) assets of $12.4 million and $12.7 million, respectively, and operating lease liabilities of $12.4 million and $12.7 million, respectively. The Company maintains operating leases on land, branch facilities, and parking. Most of the leases include one or more options to renew, with renewal terms extending up to 20 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized in lease expense.
The weighted average remaining lease term is 16.31 years. The weighted average incremental borrowing rate is 4.35%.
The table below shows lease expense components for the three months ended September 30, 2021.
| Three Months Ended | ||||||||
| September 30, 2021 | September 30, 2020 | |||||||
| Operating lease expense | $ | 269,592 | $ | 243,298 | ||||
| Short-term lease expense | — | — | ||||||
| Total lease expense | $ | 269,592 | $ | 243,298 | ||||
23
The table below shows lease expense components for the nine months ended September 30, 2021.
| Nine Months Ended | ||||||||
| September 30, 2021 | September 30, 2020 | |||||||
| Operating lease expense | $ | 852,624 | 727,379 | |||||
| Short-term lease expense | — | — | ||||||
| Total lease expense | $ | 852,624 | $ | 727,379 | ||||
Total rental expense was included in net occupancy expense within the consolidated statements of income.
As of September 30, 2021 and December 31, 2020, we did not maintain any finance leases, and we determined that the number and dollar amount of equipment leases was immaterial. As of September 30, 2021 and December 31, 2020, we have no additional operating leases that have not yet commenced.
During the three months ended September 30, 2021, the Bank entered into a lease agreement for a new location at 1730 Maybank Highway Charleston, SC. The lease commences October 2021. Restrictive covenants prevent use of the property for a bank until June 15, 2023.
Note 5: Disclosure Regarding Fair Value of Financial Statements
Fair value measurements apply whenever GAAP requires or permits assets or liabilities to be measured at fair value either on a recurring or nonrecurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs, which are developed based on market data we have obtained from independent sources, are ones that market participants would use in pricing an asset or liability. Unobservable inputs, which are developed based on the best information available in the circumstances, reflect our estimate of assumptions that market participants would use in pricing an asset or liability.
The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:
| ● | Level 1: valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets. | |
| ● | Level 2: valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data. | |
| ● | Level 3: valuation is derived from other valuation methodologies, including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value. | |
Fair value estimates are made at a specific point of time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale our entire holdings of a particular financial instrument. Because no active market exists for a significant portion of our financial instruments, fair value estimates are based on judgements regarding future expected loss experience, current economic conditions, current interest rates and prepayment trends, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. Changes in any of these assumptions used in calculating fair value also would affect significantly the estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.
24
The following paragraphs describe the valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis.
Investment Securities Available for Sale
Investment securities are recorded at fair value on a recurring basis and are based upon quoted prices if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, or by dealers or brokers in active over-the counter markets. Level 2 securities include mortgage backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.
Derivative Instruments
Derivative instruments include interest rate lock commitments and forward sale commitments. These instruments are valued based on the change in the value of the underlying loan between the commitment date and the end of the period. We classify these instruments as Level 3.
We had no embedded derivative instruments requiring separate accounting treatment. We had freestanding derivative instruments consisting of fixed rate conforming loan commitments as interest rate locks and commitments to sell fixed rate conforming loans on a best efforts basis. We do not currently engage in hedging activities. Based on short term fair value of the mortgage loans held for sale (derivative contract), the derivative instruments were immaterial to the Company’s consolidated financial statements as of September 30, 2021 and December 31, 2020.
Assets and liabilities measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 are as follows:
| September 30, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| U.S. Treasury Notes | $ | 85,491,990 | $ | — | $ | — | $ | 85,491,990 | ||||||||
| Government-Sponsored Enterprises | — | 75,468,162 | — | 75,468,162 | ||||||||||||
| Municipal Securities | — | 13,164,668 | 19,068,459 | 32,233,127 | ||||||||||||
| Total | $ | 85,491,990 | $ | 88,632,830 | $ | 19,068,459 | $ | 193,193,279 | ||||||||
| December 31, 2020 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| U.S. Treasury Notes | $ | 20,410,550 | $ | — | $ | — | $ | 20,410,550 | ||||||||
| Government-Sponsored Enterprises | — | 97,852,806 | — | 97,852,806 | ||||||||||||
| Municipal Securities | — | 10,872,532 | 5,683,930 | 16,556,462 | ||||||||||||
| Total | $ | 20,410,550 | $ | 108,725,338 | $ | 5,683,930 | $ | 134,819,818 | ||||||||
There were no liabilities recorded at fair value on a recurring basis as of September 30, 2021 or December 31, 2020.
The following table reconciles the changes in assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2021 and 2020:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Beginning balance | $ | 6,960,115 | $ | 6,086,342 | $ | 5,683,930 | $ | 11,954,451 | ||||||||
| Total gains or (losses) (realized/unrealized): | ||||||||||||||||
| Included in other comprehensive income | (33,656 | ) | 18,229 | (120,471 | ) | 128,120 | ||||||||||
| Purchases, issuances, and settlements net of maturities | 12,142,000 | (70,000 | ) | 13,505,000 | (6,048,000 | ) | ||||||||||
| Ending balance | $ | 19,068,459 | $ | 6,034,571 | $ | 19,068,459 | $ | 6,034,571 | ||||||||
25
There were no transfers between fair value levels during the three and nine months ended September 30, 2021 or 2020.
The following paragraphs describe the valuation methodologies used for assets and liabilities recorded at fair value on a nonrecurring basis.
Impaired Loans
Impaired loans are carried at the lower of recorded investment or fair value. The fair value of the collateral less estimated costs to sell is the most frequently used method. Typically, we review the most recent appraisal and if it is over 12 to 18 months old, we may request a new third party appraisal. Depending on the particular circumstances surrounding the loan, including the location of the collateral, the date of the most recent appraisal and the value of the collateral relative to the recorded investment in the loan, we may order an independent appraisal immediately or, in some instances, may elect to perform an internal analysis. Specifically, as an example, in situations where the collateral on a nonperforming commercial real estate loan is out of our primary market area, we would typically order an independent appraisal immediately, at the earlier of the date the loan becomes nonperforming or immediately following the determination that the loan is impaired.
However, as a second example, on a nonperforming commercial real estate loan where we are familiar with the property and surrounding areas and where the original appraisal value far exceeds the recorded investment in the loan, we may perform an internal analysis whereby the previous appraisal value would be reviewed considering recent current conditions, and known recent sales or listings of similar properties in the area, and any other relevant economic trends. This analysis may result in the call for a new appraisal. These valuations are reviewed and updated on a quarterly basis.
In accordance with ASC 820, Fair Value Measurement, impaired loans, where an allowance is established based on the fair value of collateral, require classification in the fair value hierarchy. These impaired loans are classified as Level 3. Impaired loans measured using discounted future cash flows are not deemed to be measured at fair value.
Mortgage Loans to be Sold
Mortgage loans to be sold are carried at the lower of cost or market value. The fair values of mortgage loans to be sold are based on current market rates from investors within the secondary market for loans with similar characteristics. Carrying value approximates fair value. These loans are classified as Level 2.
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
The following table presents information about certain assets measured at fair value on a nonrecurring basis at September 30, 2021 and December 31, 2020:
| September 30, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Impaired loans | $ | — | $ | — | $ | 2,205,345 | $ | 2,205,345 | ||||||||
| Mortgage loans to be sold | — | 5,761,352 | — | 5,761,352 | ||||||||||||
| Total | $ | — | $ | 5,761,352 | $ | 2,205,345 | $ | 7,966,697 | ||||||||
| December 31, 2020 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Impaired loans | $ | — | $ | — | $ | 5,419,726 | $ | 5,419,726 | ||||||||
| Mortgage loans to be sold | — | 12,965,733 | — | 12,965,733 | ||||||||||||
| Total | $ | — | $ | 12,965,733 | $ | 5,419,726 | $ | 18,385,459 | ||||||||
26
There were no liabilities measured at fair value on a nonrecurring basis as of September 30, 2021 or December 31, 2020.
The following table provides information describing the unobservable inputs used in Level 3 fair value measurements at September 30, 2021 and December 31, 2020:
|
Inputs |
||||||
| Valuation Technique | Unobservable Input | General Range of Inputs | ||||
| Impaired Loans |
Appraisal
Value/Comparison Sales/Other Estimates |
Appraisals and/or Sales of Comparable Properties | Appraisals Discounted 10% to 20% for Sales Commissions and Other Holding Costs | |||
Accounting standards require disclosure of fair value information for all of our assets and liabilities that are considered financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate fair value.
Under the accounting standard, fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of the assets and liabilities that are not financial instruments. Accordingly, the aggregate fair value amounts of existing financial instruments do not represent the underlying value of those instruments on our books.
The following paragraphs describe the methods and assumptions we use in estimating the fair values of financial instruments:
| a. | Cash and due from banks, interest-bearing deposits at the Federal Reserve |
The carrying value approximates fair value. All mature within 90 days and do not present unanticipated credit concerns.
| b. | Investment securities available for sale |
Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.
| c. | Loans, net |
The fair value of the Company’s loan portfolio includes a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The Company divides its loan portfolio into the following categories: variable rate loans, impaired loans and all other loans. The results are then adjusted to account for credit risk as described above. However, under the new guidance, the Company believes a further credit risk discount must be applied through the use of a discounted cash flow model to compensate for illiquidity risk, based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan. Additionally, in accordance with ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, this consideration of enhanced credit risk provides an estimated exit price for the Company’s loan portfolio.
For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for impaired loans are estimated based on the fair value of the underlying collateral. Impaired loans measured using discounted future cash flows are not deemed to be measured at fair value.
27
| d. | Deposits |
The estimated fair value of deposits with no stated maturity is equal to the carrying amount. The fair value of time deposits is estimated by discounting contractual cash flows, using interest rates currently being offered on the deposit products. The fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities as compared to the cost of alternative forms of funding (deposit base intangibles).
| e. | Accrued interest receivable and payable |
Since these financial instruments will typically be received or paid within three months, the carrying amounts of such instruments are deemed to be a reasonable estimate of fair value.
| f. | Loan commitments |
Estimates of the fair value of these off-balance sheet items are not made because of the short-term nature of these arrangements and the credit standing of the counterparties.
The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of our financial instruments as of September 30, 2021 and December 31, 2020.
| Fair Value Measurements at September 30, 2021 | ||||||||||||||||||||
|
Carrying Amount |
Estimated Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Assets: | ||||||||||||||||||||
| Cash and due from banks | $ | 6,725,799 | $ | 6,725,799 | $ | 6,725,799 | $ | — | $ | — | ||||||||||
| Interest-bearing deposits at the Federal Reserve | 157,553,270 | 157,553,270 | 157,553,270 | — | — | |||||||||||||||
| Investment securities available for sale | 193,193,279 | 193,193,279 | 85,491,990 | 88,632,830 | 19,068,459 | |||||||||||||||
| Mortgage loans to be sold | 5,761,352 | 5,761,352 | — | 5,761,352 | — | |||||||||||||||
| Loans, net | 308,466,338 | 300,229,114 | — | — | 300,229,114 | |||||||||||||||
| Accrued interest receivable | 1,423,041 | 1,423,041 | — | 1,423,041 | — | |||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||
| Demand deposits | 601,031,461 | 601,031,461 | — | 601,031,461 | — | |||||||||||||||
| Time deposits | 21,759,818 | 21,765,876 | — | 21,765,876 | — | |||||||||||||||
| Accrued interest payable | 18,250 | 18,250 | — | 18,250 | — | |||||||||||||||
28
|
|
|
Fair Value Measurements at December 31, 2020 |
|
|||||||||||||||||
|
|
|
Carrying
|
|
|
Estimated
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
5,977,896 |
|
|
$ |
5,977,896 |
|
|
$ |
5,977,896 |
|
|
$ |
— |
|
|
$ |
— |
|
|
Interest-bearing deposits at the Federal Reserve |
|
|
42,348,085 |
|
|
|
42,348,085 |
|
|
|
42,348,085 |
|
|
|
— |
|
|
|
— |
|
|
Investment securities available for sale |
|
|
134,819,818 |
|
|
|
134,819,818 |
|
|
|
20,410,550 |
|
|
|
108,725,338 |
|
|
|
5,683,930 |
|
|
Mortgage loans to be sold |
|
|
12,965,733 |
|
|
|
12,965,733 |
|
|
|
— |
|
|
|
12,965,733 |
|
|
|
— |
|
|
Loans, net |
|
|
316,616,979 |
|
|
|
308,721,680 |
|
|
|
— |
|
|
|
— |
|
|
|
308,721,680 |
|
|
Accrued interest receivable |
|
|
1,595,629 |
|
|
|
1,595,629 |
|
|
|
— |
|
|
|
1,595,629 |
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
441,498,500 |
|
|
|
441,498,500 |
|
|
|
— |
|
|
|
441,498,500 |
|
|
|
— |
|
|
Time deposits |
|
|
20,699,131 |
|
|
|
20,294,852 |
|
|
|
— |
|
|
|
20,294,852 |
|
|
|
— |
|
|
Accrued interest payable |
|
|
20,707 |
|
|
|
20,707 |
|
|
|
— |
|
|
|
20,707 |
|
|
|
— |
|
Note 6: Income Per Common Share
Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and potential common shares outstanding. Potential common shares consist of dilutive stock options determined using the treasury stock method and the average market price of common stock.
The following table is a summary of the reconciliation of weighted average shares outstanding for the three months ended September 30:
|
|
|
2021 |
|
|
2020 |
|
||
|
Net income |
|
$ |
1,726,937 |
|
|
$ |
1,703,271 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
5,535,906 |
|
|
|
5,527,696 |
|
|
Effect of dilutive shares |
|
|
150,344 |
|
|
|
168,551 |
|
|
Weighted average shares outstanding - diluted |
|
|
5,686,250 |
|
|
|
5,696,247 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic |
|
$ |
0.31 |
|
|
$ |
0.31 |
|
|
Earnings per share - diluted |
|
$ |
0.30 |
|
|
$ |
0.30 |
|
The following table is a summary of the reconciliation of weighted average shares outstanding for the nine months ended September 30:
|
|
|
2021 |
|
|
2020 |
|
||
|
Net income |
|
$ |
5,205,696 |
|
|
$ |
4,725,425 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
5,528,868 |
|
|
|
5,529,189 |
|
|
Effect of dilutive shares |
|
|
155,616 |
|
|
|
166,425 |
|
|
Weighted average shares outstanding - diluted |
|
|
5,684,484 |
|
|
|
5,695,614 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic |
|
$ |
0.94 |
|
|
$ |
0.85 |
|
|
Earnings per share - diluted |
|
$ |
0.92 |
|
|
$ |
0.83 |
|
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including information included or incorporated by reference in this document, contains statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1934. We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996 and are including this statement for the express purpose of availing the Company of protections of such safe harbor with respect to all “forward-looking statements” contained in this Form 10-Q. Forward-looking statements may relate to, among other matters, the financial condition, results of operations, plans, objectives, future performance, and business of our Company. Forward-looking 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 that are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “continue,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal,” 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 materially from those anticipated in our forward-looking statements include, without limitations, those described under the “Cautionary Statement Regarding Forward-Looking Statements” section of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC and the following:
|
|
● |
Risk from changes in economic, monetary policy, and industry conditions |
|
|
● |
Changes in interest rates, shape of the yield curve, deposit rates, the net interest margin and funding sources |
|
|
● |
Market risk (including net income at risk analysis and economic value of equity risk analysis) and inflation |
|
|
● |
Risk inherent in making loans including repayment risks and changes in the value of collateral |
|
|
● |
Loan growth, the adequacy of the allowance for loan losses, provisions for loan losses, and the assessment of problem loans |
|
|
● |
Level, composition, and re-pricing characteristics of the securities portfolio |
|
|
|
|
|
|
● |
Deposit growth, change in the mix or type of deposit products and services |
|
|
● |
Continued availability of senior management and ability to attract and retain key personnel |
|
|
● |
Technological changes |
|
|
● |
Ability to control expense |
|
|
● |
Ability to compete in our industry and competitive pressures among depository and other financial institutions |
|
|
● |
Changes in compensation |
|
|
● |
Risks associated with income taxes including potential for adverse adjustments |
|
|
● |
Changes in accounting policies and practices |
|
|
● |
Changes in regulatory actions, including the potential for adverse adjustments |
|
|
● |
Recently enacted or proposed legislation and changes in political conditions |
|
|
|
|
|
|
● |
Reputational risk |
|
|
|
|
30
|
|
● |
Pandemic risk, including COVID-19, and related quarantine and/or stay-at home policies and restrictions |
|
|
|
|
|
|
● |
Impact of COVID-19 on the collectability of loans |
|
|
|
|
|
|
● |
Changes in legislation as related to PPP loans |
|
|
|
|
|
|
● |
Credit risks, determination of deficiency, or complete loss if SBA denies PPP loans |
We will undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events. In addition, certain statements in future filings with the SEC, in our press releases, and in oral and written statements, which are not statements of historical fact, constitute forward-looking statements.
Overview
Bank of South Carolina Corporation (the “Company”) is a financial institution holding company headquartered in Charleston, South Carolina, with $691.8 million in assets as of September 30, 2021. The Company offers a broad range of financial services through its wholly-owned subsidiary, The Bank of South Carolina (the “Bank”). The Bank is a state-chartered commercial bank which operates primarily in the Charleston, Dorchester and Berkeley counties of South Carolina. The Bank’s original and current concept is to be a full-service financial institution specializing in personal service, responsiveness, and attention to detail to foster long standing relationships.
We derive most of our income from interest on loans and investments (interest-earning assets). The primary source of funding for making these loans and investments is our interest and non-interest-bearing deposits. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets and the expense on our interest-bearing liabilities, such as deposits. 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.
A consequence of lending activities is that we may incur credit losses. The amount of such losses will vary depending upon the risk characteristics of the loan and lease portfolio as affected by economic conditions such as rising interest rates and the financial performance of borrowers. The reserve for credit losses consists of the allowance for loan losses (the “allowance”) and a reserve for unfunded commitments (the “unfunded reserve”). The allowance provides for probable and estimable losses inherent in our loan portfolio while the unfunded reserve provides for potential losses related to unfunded lending commitments.
In addition to earning interest on loans and investments, we earn income through fees and other expenses we charge to the customer. The various components of non-interest income as well as non-interest expense are described in the following discussion. The discussion and analysis also identify significant factors that have affected our financial position and operating results as of and for the periods ending September 30, 2021 and December 31, 2020, and should be read in conjunction with the financial statements and the related notes included in this report. In addition, a number of tables have been included to assist in the discussion.
COVID-19
On March 11, 2020, the World Health Organization (“WHO”) declared COVID-19 a pandemic. Due to orders issued by the governor of South Carolina and in an abundance of caution for the health of our customers and employees, on March 23, 2020 the Bank closed lobbies to all 5 offices but remained fully operational. The Bank reopened lobbies on May 3, 2021.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law, which established the Paycheck Protection Program (“PPP”) and allocated $349.0 billion of loans to be issued by financial institutions. Under the program, the Small Business Administration (“SBA”) will forgive loans, in whole or in part, made by approved lenders to eligible borrowers for payroll and other permitted purposes in accordance with the requirements of the program. These loans carry a fixed rate of 1.00% and a term of two years, if not forgiven, in whole or in part. The loans are 100% guaranteed by the SBA and as long as the borrower submits its loan forgiveness application within ten months of completion of the covered period, the borrower is not required to make any payments until the forgiveness amount is remitted to the lender by the SBA. The Bank received a processing fee ranging from 1% to 5% based on the size of the loan from the SBA. The fees are deferred and amortized over the life of the loans in accordance with ASC 310-20. The Paycheck Protection Program and Health Care Enhancement Act (“PPP/ HCEA Act”) was signed into law on April 24, 2020. The PPP/HCEA Act authorized additional funding under the CARES Act of $310.0 billion for PPP loans to be issued by financial institutions through the SBA.
31
On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (“Economic Aid Act”) was enacted, which reauthorized lending under the PPP program through March 31, 2021, with an additional $325.0 billion. On March 31, 2021, the PPP Extension Act of 2021 was signed into law, which formally changed the PPP application deadline from March 31, 2021 to May 31, 2021. Under the Economic Aid Act, the SBA will forgive loans, in whole or in part, made by approved lenders to eligible borrowers for payroll and other permitted purposes in accordance with the requirements of the program. These loans carry a fixed rate of 1.00% and a term of five years, if not forgiven, in whole or in part. The loans are 100% guaranteed by the SBA and as long as the borrower submits its loan forgiveness application within ten months of completion of the covered period, the borrower is not required to make any payments until the forgiveness amount is remitted to the lender by the SBA. The Bank will receive a processing fee based on the size of the loan from the SBA, based on a tiered structure. For loans up to $50,000 in principal, the lender processing fee will be the lesser of 50% of the principal amount or $2,500. For loans between $50,000 and $350,000 in principal, the lender processing fee will be 5% of the principal amount. For loans $350,000 and above, the lender processing fee will be 3% of the principal amount. For loans of at least $2.0 million, the lender processing fee will be 1% of the principal amount. The fees are deferred and amortized over the life of the loans in accordance with ASC 310-20.
The Bank provided $37.8 million to 266 customers in the first round of PPP and $17.5 million to 214 customers in the second round of PPP. Because these loans are 100% guaranteed by the SBA and did not undergo the Bank’s typical underwriting process, they are not graded and do not have an associated reserve.
Borrowers must submit a forgiveness application within ten months of the completion of the covered period. Once the borrower has submitted the application, the Bank has 60 days to review, issue a lender decision, and submit the decision and application to the SBA. Once the application is submitted, the SBA has 90 days to review and remit the appropriate forgiveness amount to the Bank plus any interest accrued through the date of payment. The SBA began accepting PPP Forgiveness Applications on August 10, 2020. As of September 30, 2021, the Bank received 326 PPP forgiveness applications, in the amount of $43.6 million in principal, and submitted 306 applications and decisions to the SBA, in the amount of $41.5 million in principal. Of the 306 submissions, 300 loans, in the amount of $40.7 million, were forgiven as of September 30, 2021. Upon forgiveness the Bank will recognize the deferred fee income in accordance with ASC 310-20. The Bank received $2.4 million in processing fees related to the PPP program. During the three months ended September 30, 2021 and 2020, the Bank recognized $0.1 million and $0.2 million, respectively, in processing fees for the PPP program. During the nine months ended September 30, 2021 and 2020, the Bank recognized $1.0 million and $0.3 million, respectively, in processing fees for the PPP program.
Regulatory agencies, as set forth in the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (initially issued on March 22, 2020 and revised on April 7, 2020), have encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19. In this statement, the regulatory agencies expressed their view of loan modification programs as positive actions that may mitigate adverse effects on borrowers due to COVID-19 and that the agencies will not criticize institutions for working with borrowers in a safe and sound manner. Moreover, the revised statement provides that eligible loan modifications related to COVID-19 may be accounted for under section 4013 of the CARES Act or in accordance with ASC 310-40. Under Section 4013 of the CARES Act, banks may elect not to categorize loan modifications as TDRs if the modifications are related to COVID-19, executed on a loan that was not more than 30 days past due as of December 31, 2020, and executed between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the date of termination of the National Emergency. All short-term loan modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not considered TDRs. Beginning in March 2020, the Bank provided payment accommodations to customers, consisting of 60-day principal deferral to borrowers negatively impacted by COVID-19. The Bank processed approximately $0.7 million in principal deferments to 84 loans, with an aggregate loan balance of $25.9 million, during year ended December 31, 2020. The principal deferments represent 0.24% of our total loan portfolio as of December 31, 2020. In accordance with the FDIC guidance, borrowers who were current prior to becoming affected by COVID-19, that received payment accommodations as a result of the pandemic, generally should not be reported as past due. There were no interest deferments granted and all loans given payment accommodations are still paying interest. There have been no payment accommodations granted during the nine months ended September 30, 2021. All loans granted payment accommodations during the year ended December 31, 2020 have commenced paying as agreed and are current as of September 30, 2021.
32
Effects of COVID-19 may negatively impact management assumptions and estimates, such as the allowance for loan losses; however, to assess or predict how, and to what extent, COVID-19 will affect the Bank in the future will be difficult.
Critical Accounting Policies
Our critical accounting policies, which involve significant judgments and assumptions that have a material impact on the carrying value of certain assets and liabilities, and used in the preparation of the Consolidated Financial Statements as of September 30, 2021, have remained unchanged from the disclosures presented in our Annual Report on Form 10-K for the year ended December 31, 2020.
Balance Sheet
Cash and Cash Equivalents
Total cash and cash equivalents increased 239.94% or $116.0 million to $164.3 million as of September 30, 2021, from $48.3 million as of December 31, 2020. The increase in total cash and cash equivalents is primarily due to an increase in the balances of a related group of demand deposit accounts at the end of the quarter that are temporary in nature. Funds are placed in interest bearing deposits at the Federal Reserve until opportunities arise for investment in higher yielding assets.
Investment Securities Available for Sale
Our primary objective in managing the investment portfolio is to maintain a portfolio of high quality, highly liquid investments yielding competitive returns. We are required under federal regulations to maintain adequate liquidity to ensure safe and sound operations. We maintain investment balances based on continuing assessment of cash flows, the level of current and expected loan production, current interest rate risk strategies and the assessment of potential future direction of market interest rate changes. Investment securities differ in terms of default, interest rate, liquidity and expected rate of return risk.
We use the investment securities portfolio to serve as a vehicle to manage interest rate and prepayment risk, to generate interest and dividend income from investment of funds, to provide liquidity to meet funding requirements, and to provide collateral for pledging of public funds.
As of September 30, 2021, our available for sale investment portfolio included U.S. Treasury Notes, Government-Sponsored Enterprises and Municipal Securities with a fair market value of $193.2 million and an amortized cost of $194.4 million for a net unrealized loss of approximately $1.2 million. As of September 30, 2021 and December 31, 2020, our investment securities portfolio represented approximately 27.93% and 25.32% of our total assets, respectively. The average yield on our investment securities was 1.09% and 1.59% at September 30, 2021 and December 31, 2020, respectively.
Loans
We focus our lending activities on small and middle market businesses, professionals and individuals in our geographic markets. Substantially all of our loans are to borrowers located in our market area of Charleston, Dorchester and Berkeley counties of South Carolina.
Net loans decreased $8.1 million, or 2.57%, to $308.5 million as of September 30, 2021 from $316.6 million as of December 31, 2020. The decrease is primarily related to the forgiveness of PPP loans.
In January 2020, the Bank began originating 30-year, fixed rate consumer mortgage loans in excess of the conforming loan amount which are held for investment rather than for sale in the secondary market. Prior to January, all consumer mortgage loans made by the Bank were originated for the purpose of sale and reflected on the consolidated balance sheet as mortgage loans held for sale. This new mortgage product has been well-received by the Bank’s customers, and the associated volume of originations through the year has contributed to the increase in Consumer Real Estate lending.
The following table is a summary of our loan portfolio composition (net of deferred fees and costs of $713,203 at September 30, 2021 and $676,155 at December 31, 2020, respectively) and the corresponding percentage of total loans as of the dates indicated.
33
|
|
|
September 30, 2021 |
|
December 31, 2020 |
||||||||||||
|
|
|
Amount |
|
Percent |
|
Amount |
|
Percent |
||||||||
|
Commercial |
|
$ |
45,923,118 |
|
|
|
14.68 |
% |
|
$ |
51,041,397 |
|
|
|
15.91 |
% |
|
Commercial Real Estate Construction |
|
|
10,802,322 |
|
|
|
3.45 |
% |
|
|
14,813,726 |
|
|
|
4.62 |
% |
|
Commercial Real Estate Other |
|
|
160,119,820 |
|
|
|
51.18 |
% |
|
|
146,187,886 |
|
|
|
45.57 |
% |
|
Consumer Real Estate |
|
|
77,530,313 |
|
|
|
24.78 |
% |
|
|
71,836,041 |
|
|
|
22.39 |
% |
|
Consumer Other |
|
|
4,576,146 |
|
|
|
1.47 |
% |
|
|
4,480,491 |
|
|
|
1.40 |
% |
|
Payroll Protection Program |
|
|
13,883,076 |
|
|
|
4.44 |
% |
|
|
32,443,132 |
|
|
|
10.11 |
% |
|
Total loans |
|
|
312,834,795 |
|
|
|
100.00 |
% |
|
|
320,802,673 |
|
|
|
100.00 |
% |
|
Allowance for loan losses |
|
|
(4,368,457 |
) |
|
|
|
|
|
|
(4,185,694 |
) |
|
|
|
|
|
Total loans, net |
|
$ |
308,466,338 |
|
|
|
|
|
|
$ |
316,616,979 |
|
|
|
|
|
The increase in the deferred fees is directly associated with the processing fees the Bank received from the SBA for the PPP loans. The fees are deferred and amortized over the life of the loans in accordance with ASC 310-20.
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. As of September 30, 2021, there were no loans 90 days past due still accruing interest.
The following table is a summary of our Nonperforming Assets:
|
|
|
September 30,
|
|
|
December 31,
|
|
||
|
Commercial |
|
$ |
178,975 |
|
|
$ |
178,975 |
|
|
Commercial Real Estate Other |
|
|
926,808 |
|
|
|
923,828 |
|
|
Consumer Real Estate |
|
|
— |
|
|
|
40,893 |
|
|
Consumer Other |
|
|
10,337 |
|
|
|
12,234 |
|
|
Total nonaccruing loans |
|
|
1,116,120 |
|
|
|
1,155,930 |
|
|
Other real estate owned |
|
|
— |
|
|
|
— |
|
|
Total nonperforming assets |
|
$ |
1,116,120 |
|
|
$ |
1,155,930 |
|
On March 18, 2020, in recognition of the difficulties of COVID-19, the Chief Justice of South Carolina declared a statewide moratorium on evictions and foreclosures until directed by subsequent order of the Chief Justice. The South Carolina Supreme Court lifted its moratorium effective May 15, 2020. On August 8, 2020, the President of the United States of America issued an executive order that allows the Secretary of Housing and Urban Development to take action, as appropriate and consistent with applicable law, to promote the ability of renters and homeowners to avoid foreclosure and eviction resulting from financial hardships related to COVID-19. On August 27, 2020, the Federal Housing Finance Authority and Department of Housing and Urban Development announced it would extend its foreclosure and eviction moratorium through the end of 2020, benefiting homeowners who have mortgages guaranteed by Fannie Mae and Freddie Mac. On March 29, 2021, the federal eviction moratorium was extended again through September 30, 2021. On June 24, 2021, the federal eviction moratorium was extended again through July 31, 2021. On August 3, 2021, the CDC issued an eviction moratorium order in areas of substantial and high transmission that was subsequently lifted by the Supreme Court on August 26, 2021.
Allowance for Loan Losses
The allowance for loan losses was $4.4 million as of September 30, 2021 and $4.2 million as of December 31, 2020, or 1.46% and 1.45%, respectively, of outstanding loans, net of PPP loans. Because PPP loans are 100% guaranteed by the SBA and did not undergo the Bank’s typical underwriting process, they are not graded and do not have an associated reserve. At September 30, 2021 and December 31, 2020, the allowance for loan losses represented 391.40% and 362.11% of the total amount of nonperforming loans, respectively. Based on the level of coverage on nonperforming loans and analysis of our loan portfolio, we believe the allowance for loan losses at September 30, 2021 is adequate.
34
At September 30, 2021, impaired loans totaled $3.7 million, for which $0.2 million of these loans had a reserve of approximately $0.2 million allocated in the allowance for loan losses. Comparatively, impaired loans totaled $7.8 million as of December 31, 2020, and $1.0 million of these loans had a reserve of approximately $0.4 million allocated in the allowance for loan losses.
During the three months ended September 30, 2021, we recorded $903 in charge-offs and $63,057 of recoveries on loans previously charged-off, for net recoveries of $62,154. During the nine months ended September 30, 2021, we recorded $20,318 in charge-offs and $83,081 of recoveries on loans previously charged-off, for net recoveries of $62,763.
Deposits
Deposits remain our primary source of funding for loans and investments. Average interest-bearing deposits provided funding for 56.67% of average earning assets for the nine months ended September 30, 2021, and 56.62% for the nine months ended September 30, 2020. The Company encounters strong competition from other financial institutions as well as consumer and commercial finance companies, insurance companies and brokerage firms located in the primary service area of the Bank. However, the percentage of funding provided by deposits has remained stable.
The breakdown of total deposits by type and the respective percentage of total deposits are as follows:
|
|
|
September 30, 2021 |
|
|
December 31, 2020 |
|
||||||||||
|
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
||||
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing demand |
|
$ |
286,499,136 |
|
|
|
46.00 |
% |
|
$ |
169,170,751 |
|
|
|
36.60 |
% |
|
Interest bearing demand |
|
|
170,175,580 |
|
|
|
27.32 |
% |
|
|
140,602,723 |
|
|
|
30.42 |
% |
|
Money market accounts |
|
|
88,730,966 |
|
|
|
14.25 |
% |
|
|
84,681,783 |
|
|
|
18.32 |
% |
|
Time deposits over $250,000 |
|
|
7,462,857 |
|
|
|
1.20 |
% |
|
|
4,493,189 |
|
|
|
0.97 |
% |
|
Other time deposits |
|
|
14,296,961 |
|
|
|
2.30 |
% |
|
|
16,205,942 |
|
|
|
3.51 |
% |
|
Other savings deposits |
|
|
55,625,779 |
|
|
|
8.93 |
% |
|
|
47,043,243 |
|
|
|
10.18 |
% |
|
Total deposits |
|
$ |
622,791,279 |
|
|
|
100.00 |
% |
|
$ |
462,197,631 |
|
|
|
100.00 |
% |
Deposits increased 34.75% or $160.6 million from December 31, 2020 to September 30, 2021 primarily due to an increase in the balances of a related group of demand deposit accounts at the end of the quarter that are in temporary in nature.
At September 30, 2021 and December 31, 2020, deposits with an aggregate deficit balance of $143,416 and $100,304, respectively, were re-classified as other loans.
Comparison of Three Months Ended September 30, 2021 to Three Months Ended September 30, 2020
Net income increased $0.02 million or 1.39% to $1.7 million, or basic and diluted earnings per share of $0.31 and $0.30, respectively, for the three months ended September 30, 2021, from $1.7 million, or basic and diluted earnings per share of $0.31 and $0.30, respectively, for the three months ended September 30, 2020. Our annualized returns on average assets and average equity for the three months ended September 30, 2021 were 1.15% and 12.32%, respectively, compared with 1.28% and 12.34%, respectively, for the three months ended September 30, 2020.
Net Interest Income
Net interest income is affected by the size and mix of our balance sheet components as well as the spread between interest earned on assets and interest paid on liabilities. Net interest margin is a measure of the difference between interest income on earning assets and interest paid on interest bearing liabilities relative to the amount of interest-bearing assets. Net interest income remained consistent with the three months ended September 30, 2020, at $4.2 million for the three months ended September 30, 2021. Average loans decreased $7.8 million or 2.37% to $319.1 million for the three months ended September 30, 2021, compared to $326.9 million for the three months ended September 30, 2020. The yield on average loans (including fees) was 5.02% and 5.09% for the three months ended September 30, 2021 and September 30, 2020, respectively. Interest income on loans decreased $0.2 million for the three months ended September 30, 2021 to $3.6 million from $3.8 million for the three months ended September 30, 2020.
35
The average balance of interest bearing deposits at the Federal Reserve increased $18.1 million or 30.17% to $77.9 million for the three months ended September 30, 2021, with a yield of 0.16% as compared to $59.8 million for the three months ended September 30, 2020, with a yield of 0.11%.
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 our allowance for loan losses. For the three months ended September 30, 2021, we had no provision of loan losses compared to a provision of $40,000 for the same period in the prior year. The decrease in the provision for loan losses was based on our analysis of the adequacy of the allowance for loan losses.
Non-Interest Income
Other income increased $0.1 million or 16.40% to $1.1 million for the three months ended September 30, 2021, from $1.0 million for the three months ended September 30, 2020. This increase was primarily due to gain on sales of investment securities. Three investment securities were sold during the quarter ended September 30, 2021, resulting in a gain on sale of $0.3 million.
Non-Interest Expense
Non-interest expense increased $0.1 million or 3.83% to $3.0 million for the three months ended September 30, 2021 from $2.9 million for the three months ended September 30, 2020. This increase is related to increases in salaries and wages and net occupancy expenses during the three months ended September 30, 2021.
Income Tax Expense
We incurred income tax expense of $0.5 million for the three months ended September 30, 2021 as compared to $0.5 million during the same period in 2020. Our effective tax rate was 23.34% and 23.39% for the three months ended September 30, 2021 and 2020, respectively.
Comparison of Nine Months Ended September 30, 2021 to Nine Months Ended September 30, 2020
Net income increased $0.5 million or 10.16% to $5.2 million, or basic and diluted earnings per share of $0.94 and $0.92, respectively, for the nine months ended September 30, 2021, from $4.7 million, or basic and diluted earnings per share of $0.85 and $0.83, respectively, for the nine months ended September 30, 2020. Our annualized returns on average assets and average equity for the nine months ended September 30, 2021 were 1.23% and 12.64%, respectively, compared with 1.28% and 11.77%, respectively, for the nine months ended September 30, 2020.
Net Interest Income
Net interest income is affected by the size and mix of our balance sheet components as well as the spread between interest earned on assets and interest paid on liabilities. Net interest margin is a measure of the difference between interest income on earning assets and interest paid on interest bearing liabilities relative to the amount of interest-bearing assets. Net interest income increased $0.5 million or 4.10% to $13.1 million for the nine months ended September 30, 2021 from $12.6 million for the nine months ended September 30, 2020. This increase was primarily due to the recognition of PPP processing fees. During the nine months ended September 30, 2021 and 2020, the Bank recognized $1.0 million and $0.3 million, respectively, in processing fees from the PPP program.
The average balance of interest bearing deposits at the Federal Reserve increased $2.3 million or 103.75% to $62.2 million for the nine months ended September 30, 2021, with a yield of 0.12% as compared to $60.0 million for the nine months ended September 30, 2020, with a yield of 0.39%.
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 our allowance for loan losses. For the nine months ended September 30, 2021, we had a provision of loan losses of $120,000 compared to a provision of $40,000 for the same period in the prior year. The increase in the provision for loan losses was based on our analysis of the adequacy of the allowance for loan losses.
36
Non-Interest Income
Other income increased $0.7 million or 31.00% to $3.0 million for the nine months ended September 30, 2021, from $2.3 million for the nine months ended September 30, 2020. This increase was primarily due to gain on sales of investment securities as well as income from mortgage banking activity. Three investment securities were sold during the nine months ended September 30, 2021, resulting in a gain on sale of $0.3 million. The Bank sold mortgage loans held for sale in the amount of $141.6 million during the nine months ended September 30, 2021 compared to $114.1 million during the nine months ended September 30, 2020.
Non-Interest Expense
Non-interest expense increased $0.5 million or 5.79% to $9.2 million for the nine months ended September 30, 2021 from $8.7 million for the nine months ended September 30, 2020. This increase was primarily due to an increase in FDIC assessments as a result of the depletion of the FDIC Small Bank Assessment Credits used in 2020. Additionally, there was an increase in occupancy expenses resulting from contractual lease obligations.
Income Tax Expense
We incurred income tax expense of $1.6 million for the nine months ended September 30, 2021 as compared to $1.4 million during the same period in 2020. Our effective tax rate was 23.58% and 23.32% for the nine months ended September 30, 2021 and 2020, respectively.
Off-Balance Sheet Arrangements
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on our credit evaluation of the borrower. Collateral held varies but may include accounts receivable, negotiable instruments, inventory, property, plant and equipment, and real estate. Commitments to extend credit, including unused lines of credit, amounted to $118.4 million and $122.8 million at September 30, 2021 and December 31, 2020, respectively.
Standby letters of credit represent our obligation to a third-party contingent upon the failure of our customer to perform under the terms of an underlying contract with the third party or obligates us to guarantee or stand as surety for the benefit of the third party. The underlying contract may entail either financial or nonfinancial obligations and may involve such things as the shipment of goods, performance of a contract, or repayment of an obligation. Under the terms of a standby letter, generally drafts will be drawn only when the underlying event fails to occur as intended. We can seek recovery of the amounts paid from the borrower. The majority of these standby letters of credit are unsecured.
Commitments under standby letters of credit are usually for one year or less. The maximum potential amount of undiscounted future payments related to standby letters of credit at September 30, 2021 and December 31, 2020 was $0.8 million and $0.8 million, respectively.
We originate certain fixed rate residential loans and commit these loans for sale. The commitments to originate fixed rate residential loans and the sales commitments are freestanding derivative instruments. We had forward sales commitments on mortgage loans held for sale totaling $5.8 million and $13.0 million at September 30, 2021 and December 31, 2020, respectively. The fair value of these commitments was not significant at September 30, 2021 or December 31, 2020. We had no embedded derivative instruments requiring separate accounting treatment.
Once we sell certain fixed rate residential loans, the loans are no longer reportable on our balance sheet. With most of these sales, we have an obligation to repurchase the loan in the event of a default of principal or interest on the loan. This recourse period ranges from three to nine months. Misrepresentation or fraud carries unlimited time for recourse. The unpaid principal balance of loans sold with recourse was $141.6 million at September 30, 2021 and $57.2 million at December 31, 2020. For the three and nine months ended September 30, 2021, there was one loan repurchased with a principal balance of $0.2 million. There were no loans repurchased during the three and nine months ended September 30, 2020.
Liquidity
Historically, we have maintained our liquidity at levels believed to be adequate to meet requirements of normal operations, potential deposit outflows and strong loan demand and still allow for optimal investment of funds and return on assets.
37
We manage our assets and liabilities to ensure there is sufficient liquidity to enable management to fund deposit withdrawals, loan demand, capital expenditures, reserve requirements, operating expenses, dividends and to manage daily operations on an ongoing basis. Funds are primarily provided by the Bank through customer deposits, principal and interest payments on loans, mortgage loan sales, the sale or maturity of securities, temporary investments and earnings.
Proper liquidity management is crucial to ensure that we are able to take advantage of new business opportunities as well as meet the credit needs of our existing customers. Investment securities are an important tool in our liquidity management. Our primary liquid assets are cash and due from banks, interest-bearing deposits in other banks, federal funds sold, investments available for sale, other short-term investments and mortgage loans held for sale. Our primary liquid assets accounted for 52.51% and 36.83% of total assets at September 30, 2021 and December 31, 2020, respectively. Securities classified as available for sale, which are not pledged, may be sold in response to changes in interest rates and liquidity needs. All of the securities presently owned are classified as available for sale. Net cash provided by operations and deposits from customers have been the primary sources of liquidity. At September 30, 2021, we had unused short-term lines of credit totaling approximately $41.0 million (which can be withdrawn at the lender’s option). Additional sources of funds available to us for additional liquidity needs include borrowing on a short-term basis from the Federal Reserve System, increasing deposits by raising interest rates paid and sale of mortgage loans held for sale. We established a Borrower-In-Custody arrangement with the Federal Reserve. This arrangement permits us to retain possession of assets pledged as collateral to secure advances from the Federal Reserve Discount Window. At September 30, 2021, we could borrow up to $67.0 million. There have been no borrowings under this arrangement.
Our core deposits consist of non-interest-bearing accounts, NOW accounts, money market accounts, time deposits and savings accounts. We closely monitor our level of certificates of deposit greater than $250,000 and other large deposits. We maintain a Contingency Funding Plan (“CFP’) that identifies liquidity needs and weighs alternate courses of action designed to address these needs in emergency situations. We perform a quarterly cash flow analysis and stress test the CFP to evaluate the expected funding needs and funding capacity during a liquidity stress event. We believe our liquidity sources are adequate to meet our operating needs and do not know of any trends, events or uncertainties that may result in a significant adverse effect on our liquidity position. At September 30, 2021 and December 31, 2020, our liquidity ratio was 56.53% and 38.63%, respectively.
Capital Resources
Our capital needs have been met to date through the $10.6 million in capital raised in our initial offering, the retention of earnings less dividends paid and the exercise of stock options to purchase stock. Total shareholders’ equity as of September 30, 2021 was $54.4 million. The rate of asset growth since our inception has not negatively impacted this capital base.
On March 26, 2020, the Board of Directors of the Company approved a stock repurchase of up to $1.0 million through March 2021. The Company repurchased 25,067 shares for $0.4 million as a part of this plan, which expired in March 2021.
On July 2, 2013, the Federal Reserve Board approved the final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for US banks (“Basel III”). Following the actions by the Federal Reserve, the FDIC also approved regulatory capital requirements on July 9, 2013. The FDIC’s rule is identical in substance to the final rules issued by the Federal Reserve Bank.
On November 4, 2019, the federal banking agencies jointly issued a final rule on an optional, simplified measure of capital adequacy for qualifying community banking organizations called the community bank leverage ratio (“CBLR”) framework effective on January 1, 2020. The Bank adopted this rule as of March 31, 2020 and will no longer be subject to other capital and leverage requirements. A qualifying community banking organization is defined as having less than $10 billion in total consolidated assets, a leverage ratio greater than 9%, off-balance sheet exposures of 25% or less of total consolidated assets, and trading assets and liabilities of 5% or less of total consolidated assets. On October 9, 2020, the federal banking agencies jointly issued a final rule on the CBLR framework effective November 9, 2020. Under the final rule, the CBLR is 8.0% for the year ended December 31, 2020, 8.5% for the year ended December 31, 2021, and 9.0% thereafter to be considered well capitalized. Additionally, the qualifying community banking institution must be a non-advanced approaches FDIC supervised institution. The final rule adopts Tier 1 capital and existing leverage ratio into the CBLR framework. A bank meeting CBLR qualifying criteria is deemed to have met the “well capitalized” ratio requirements and be in compliance with the generally applicable capital rule. The Bank’s CBLR as of September 30, 2021 and December 31, 2020, was 9.40% and 10.19%, respectively. As of September 30, 2021, the Company and the Bank were categorized as “well capitalized.”
38
We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a material effect on the financial statements. We must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Current and previous quantitative measures established by regulation to ensure capital adequacy require that we maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and to average assets. Management expects that the capital and leverage ratios for the Company and the Bank under CBLR will enable each of the Company and the Bank to continue to be categorized as “well capitalized.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures and internal controls and procedures for financial reporting
An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 as amended (the “Act”) was carried out as of September 30, 2021 under the supervision and with the participation of the Bank of South Carolina Corporation’s management, including its President/Chief Executive Officer and the Chief Financial Officer/Executive Vice President and several other members of the Company’s senior management. Based upon that evaluation, Bank of South Carolina Corporation’s management, including the President/Chief Executive Officer and the Chief Financial Officer/Executive Vice President concluded that, as of September 30, 2021, the Company’s disclosure controls and procedures were effective in ensuring that the information the Company is required to disclose in the reports filed or submitted under the Act has been (i) accumulated and communicated to management (including the President/Chief Executive Officer and Chief Financial Officer/Executive Vice President) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.
Under the supervision and with the participation of management, including the President/Chief Executive Officer and the Chief Financial Officer/Executive Vice President, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of September 30, 2021, based on the 2013 framework established in a report entitled “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2021. Based on this assessment, management believes that as of September 30, 2021, the Company’s internal control over financial reporting was effective. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
39
The Audit and Compliance Committee, composed entirely of independent Directors, meets periodically with management, the Bank’s Audit and Compliance Officer, and Elliott Davis, LLC (separately and jointly) to discuss audit, financial and related matters. Elliott Davis, LLC and the Audit and Compliance Officer have direct access to the Audit and Compliance Committee.
Part II. Other Information
Item 1. Legal Proceedings
In our opinion, there are no other legal proceedings pending other than routine litigation incidental to our business involving amounts which are not material to our financial condition.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
None.
Item 5. Other Information
None.
Item 6. Exhibits
1. The Consolidated Financial Statements are included in this Form 10-Q and listed on pages as indicated.
|
|
|
Page |
|
|
|
|
|
(1) |
Consolidated Balance Sheets |
3 |
|
(2) |
Consolidated Statements of Income |
4 |
|
(3) |
Consolidated Statements of Comprehensive Income |
6 |
|
(4) |
Consolidated Statements of Shareholders’ Equity |
7 |
|
(5) |
Consolidated Statements of Cash Flows |
8 |
|
(6) |
Notes to Consolidated Financial Statements |
9-21 |
|
Exhibits |
|
|
2.0 |
Plan of Reorganization (Filed with 1995 10-KSB) |
|
3.0 |
Articles of Incorporation of the Registrant (Filed with 1995 10-KSB) |
|
3.1 |
By-laws of the Registrant (Filed with 1995 10-KSB) |
|
10.0 |
Lease Agreement for 256 Meeting Street (Filed with 1995 10-KSB) |
|
10.1 |
Sublease Agreement for Parking Facilities at 256 Meeting Street (Filed with 1995 10-KSB) |
|
10.2 |
Lease Agreement for 100 N. Main Street, Summerville, SC (Filed with 1995 10-KSB) |
|
10.3 |
Lease Agreement for 1337 Chuck Dawley Blvd., Mt. Pleasant, SC (Filed with 1995 10-KSB) |
|
Lease Agreement for 1071 Morrison Drive, Charleston, SC (Filed with 2010 10-K) |
|
|
|
Lease Agreement for 1071 Morrison Drive, Charleston, SC (Filed with September 30, 2013 10-Q) |
|
|
Employee Stock Ownership Plan, Restated (Filed with 2011 Proxy Statement) |
|
|
Employee Stock Ownership Plan, Restated (Filed with 2016 10-K |
|
2010 Omnibus Incentive Stock Option Plan (Filed with 2010 Proxy Statement) |
|
|
Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2013 10-K) |
|
40
|
21.0 |
List of Subsidiaries of the Registrant (Filed with 1995 10-KSB) |
|
|
The Registrant’s only subsidiary is The Bank of South Carolina (Filed with 1995 10-KSB) |
|
Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief Executive Officer |
|
|
Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer |
|
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
|
101.SCH |
XBRL Taxonomy Extension Schema Document |
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
41
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.
|
|
Bank of South Carolina Corporation |
|
|
|
|
|
|
November 5, 2021 |
|
|
|
|
By: |
/s/ Fleetwood S. Hassell |
|
|
|
Fleetwood S. Hassell |
|
|
|
President/Chief Executive Officer |
|
|
|
|
|
|
By: |
/s/ Eugene H. Walpole, IV |
|
|
|
Eugene H. Walpole, IV |
|
|
|
Chief Financial Officer/Executive Vice President |
42
Bank of South Carolina Corporation 10-Q
Exhibit 10.7
EXHIBT 31.1
Certification Pursuant to 13a-14(a)/15d-14(a) by the Chief Executive Officer
I, Fleetwood S. Hassell, certify that:
|
|
1. |
I have reviewed this quarterly report on Form 10-Q of the Bank of South Carolina Corporation; |
|
|
2. |
Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report. |
|
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: |
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within the entity, particularly during the period in which this report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
|
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
November 5, 2021 |
|
|
|
|
|
/s/ Fleetwood S. Hassell |
|
|
Fleetwood S. Hassell |
|
|
President/Chief Executive Officer |
|
43
EXHIBIT 31.2
Certification Pursuant to 13a-14(a)/15d-14(a) by the Chief Financial Officer
I, Eugene H. Walpole, IV, certify that:
|
|
1. |
I have reviewed this quarterly report on Form 10-Q of the Bank of South Carolina Corporation; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for the periods presented in this report. |
|
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: |
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within the entity, particularly during the period in which this report is being prepared; |
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
d) |
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
|
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
November 5, 2021 |
|
|
|
|
|
/s/ Eugene H. Walpole, IV |
|
|
Eugene H. Walpole, IV |
|
|
Chief Financial Officer/ |
|
|
Executive Vice President |
|
44
EXHIBIT 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Fleetwood S. Hassell, President/Chief Executive Officer of Bank of South Carolina Corporation (the “Company”), certify, that to the best of my knowledge, based upon a review of the quarterly report on Form 10-Q for the period ended September 30, 2021 of the Company (the “Report”):
|
|
1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (U.S.C. 78m or 78o(d)); and |
|
|
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 5, 2021
|
|
By: |
/s/ Fleetwood S. Hassell |
|
|
|
|
Fleetwood S. Hassell |
|
|
|
|
President/Chief Executive Officer |
|
45
EXHIBIT 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Eugene H. Walpole, IV, Chief Financial Officer/Executive Vice President of Bank of South Carolina Corporation (the “Company”), certify that to the best of my knowledge, based upon a review of the quarterly report on Form 10-Q for the period ended September 30, 2021 of the Company (the “Report”):
|
|
1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (U.S.C. 78m or 78o(d)); and |
|
|
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 5, 2021
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By: |
/s/ Eugene H. Walpole, IV |
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Eugene H. Walpole, IV |
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Chief Financial Officer/Executive Vice President |
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