UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission file number 000-27719
Southern First Bancshares, Inc.
(Exact name of registrant as specified in its charter)
South Carolina
58-2459561
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
100 Verdae Boulevard, Suite 100,
Greenville, S.C.
29607
(Address of principal executive offices)
(Zip Code)
864-679-9000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
SFST
The Nasdaq Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
Smaller Reporting Company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,737,594 shares of common stock, par value $0.01 per share, were issued and outstanding as of October 23, 2020.
SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
September 30, 2020 Form 10-Q
INDEX
PART I – CONSOLIDATED FINANCIAL INFORMATION
Page
Item 1.Consolidated Financial Statements
Consolidated Balance Sheets
3
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive Income
5
Consolidated Statements of Shareholders’ Equity
6
Consolidated Statements of Cash Flows
7
Notes to Unaudited Consolidated Financial Statements
8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3.Qualitative and Quantitative Disclosures about Market Risk
44
Item 4.Controls and Procedures
PART II – OTHER INFORMATION
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults upon Senior Securities
45
Item 4.Mine Safety Disclosures
Item 5.Other Information
Item 6.Exhibits
2
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
September 30,
December 31,
(dollars in thousands, except share data)
2020
2019
(Unaudited)
(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks
$
14,916
19,196
Federal funds sold
83,106
89,256
Interest-bearing deposits with banks
64,893
19,364
Total cash and cash equivalents
162,915
127,816
Investment securities:
Investment securities available for sale
87,991
67,694
Other investments
2,589
6,948
Total investment securities
90,580
74,642
Mortgage loans held for sale
63,823
27,046
Loans
2,078,540
1,943,525
Less allowance for loan losses
(42,219
)
(16,642
Loans, net
2,036,321
1,926,883
Bank owned life insurance
40,821
40,011
Property and equipment, net
61,386
58,478
Deferred income taxes
6,510
4,275
Other assets
17,055
8,044
Total assets
2,479,411
2,267,195
LIABILITIES
Deposits
2,181,056
1,876,124
Federal Home Loan Bank advances and other borrowings
-
110,000
Subordinated debentures
35,971
35,890
Other liabilities
43,635
39,321
Total liabilities
2,260,662
2,061,335
SHAREHOLDERS’ EQUITY
Preferred stock, par value $.01 per share, 10,000,000 shares authorized
Common stock, par value $.01 per share, 10,000,000 shares authorized, 7,737,594 and 7,672,678 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively
77
Nonvested restricted stock
(989
(803
Additional paid-in capital
108,337
106,152
Accumulated other comprehensive income (loss)
865
(298
Retained earnings
110,459
100,732
Total shareholders’ equity
218,749
205,860
Total liabilities and shareholders’ equity
See notes to consolidated financial statements that are an integral part of these consolidated statements.
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended
For the nine months ended
Interest income
23,042
22,817
69,963
65,804
Investment securities
310
576
1,090
1,664
Federal funds sold and interest-bearing deposits with banks
63
663
218
1,288
Total interest income
23,415
24,056
71,271
68,756
Interest expense
2,393
6,409
11,195
17,959
Borrowings
385
368
1,569
1,161
Total interest expense
2,778
6,777
12,764
19,120
Net interest income
20,637
17,279
58,507
49,636
Provision for loan losses
11,100
650
27,300
1,250
Net interest income after provision for loan losses
9,537
16,629
31,207
48,386
Noninterest income
Mortgage banking income
6,277
3,055
14,721
7,741
Service fees on deposit accounts
211
271
670
802
ATM and debit card income
465
464
1,258
1,287
Income from bank owned life insurance
270
282
810
720
Other income
361
324
3,249
930
Total noninterest income
7,584
4,396
20,708
11,480
Noninterest expenses
Compensation and benefits
8,894
7,668
25,216
21,850
Occupancy
1,602
1,416
4,635
4,099
Real estate owned expenses
673
Outside service and data processing costs
1,225
1,073
3,646
3,078
Insurance
377
145
995
743
Professional fees
568
399
1,591
1,252
Marketing
176
237
535
733
Other
668
546
1,907
1,745
Total noninterest expenses
14,183
11,484
39,198
33,500
Income before income tax expense
2,938
9,541
12,717
26,366
Income tax expense
721
2,129
2,990
5,705
Net income available to common shareholders
2,217
7,412
9,727
20,661
Earnings per common share
Basic
0.29
0.98
1.26
2.75
Diluted
0.28
0.95
1.24
2.66
Weighted average common shares outstanding
7,732,293
7,548,184
7,711,181
7,501,337
7,815,265
7,780,504
7,820,345
7,759,611
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three months
ended September 30,
For the nine months
(dollars in thousands)
Net income
Other comprehensive income:
Unrealized gain on securities available for sale:
Unrealized holding gain arising during the period, pretax
301
1,472
1,705
Tax expense
(17
(64
(309
(358
Reclassification of realized gain
(2
(8
1
Other comprehensive income
60
236
1,163
1,341
Comprehensive income
2,277
7,648
10,890
22,002
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three months ended September 30,
Accumulated
Nonvested
Additional
other
Common stock
Preferred stock
restricted
paid-in
comprehensive
Retained
Shares
Amount
stock
capital
income (loss)
earnings
Total
June 30, 2019
7,557,923
76
(887
104,354
188
86,123
189,854
Proceeds from exercise of stock options
56,596
557
Issuance of restricted stock
4,000
(143
143
Compensation expense related to restricted stock, net of tax
111
Compensation expense related to stock options, net of tax
September 30, 2019
7,618,519
(919
105,378
424
93,535
198,494
June 30, 2020
7,734,644
(1,001
108,031
805
108,242
216,154
250
2,700
(88
88
100
217
September 30, 2020
7,737,594
For the nine months ended September 30,
December 31, 2018
7,466,481
75
(741
102,625
(917
72,874
173,916
137,338
1,315
1,316
14,700
(490
490
312
948
December 31, 2019
7,672,678
52,716
963
12,200
(494
494
308
728
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating activities
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation and other amortization
1,390
Accretion and amortization of securities discounts and premium, net
497
293
Write-down of real estate owned
513
Net change in operating leases
157
534
Compensation expense related to stock options and restricted stock grants
1,036
1,260
Gain on sale of loans held for sale
(14,377
(7,456
Loans originated and held for sale
(412,069
(276,018
Proceeds from sale of loans held for sale
389,669
252,085
Increase in cash surrender value of bank owned life insurance
(810
(720
Increase in deferred tax asset
(2,545
(5,306
Increase in other assets
(7,345
(178
Increase in other liabilities
3,419
11,109
Net cash used for operating activities
(3,259
(1,096
Investing activities
Increase (decrease) in cash realized from:
Increase in loans, net
(138,935
(162,259
Purchase of property and equipment
(3,696
(7,658
Purchase of investment securities:
Available for sale
(36,609
(25,383
(1,275
Payments and maturities, calls and repayments of investment securities:
17,290
12,273
5,634
814
Purchase of life insurance policies
(5,000
Net cash used for investing activities
(157,591
(187,213
Financing activities
Increase in deposits, net
304,932
251,159
Decrease in Federal Home Loan Bank advances and other borrowings, net
(109,946
(2,516
Proceeds from the exercise of stock options
Net cash provided by financing activities
195,949
249,959
Net increase in cash and cash equivalents
35,099
61,650
Cash and cash equivalents at beginning of the period
72,873
Cash and cash equivalents at end of the period
134,523
Supplemental information
Cash paid for
Interest
14,031
18,752
Income taxes
2,544
5,307
Schedule of non-cash transactions
Unrealized gain on securities, net of income taxes
1,347
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
2,115
Real estate acquired in settlement of loans
2,197
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Nature of Business and Basis of Presentation
Business Activity
Southern First Bancshares, Inc. (the “Company”) is a South Carolina corporation that owns all of the capital stock of Southern First Bank (the “Bank”) and all of the stock of Greenville First Statutory Trusts I and II (collectively, the “Trusts”). The Trusts are special purpose non-consolidated entities organized for the sole purpose of issuing trust preferred securities. The Bank's primary federal regulator is the Federal Deposit Insurance Corporation (the “FDIC”). The Bank is also regulated and examined by the South Carolina Board of Financial Institutions. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the FDIC, and providing commercial, consumer and mortgage loans to the general public.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and nine-month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”) on March 2, 2020. The consolidated financial statements include the accounts of the Company and the Bank. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the financial statements related to the Trusts have not been consolidated.
Business Segments
In determining proper segment definition, the Company considers the materiality of a potential segment and components of the business about which financial information is available and regularly evaluated, relative to a resource allocation and performance assessment. The Company accounts for intersegment revenues and expenses as if the revenue/expense transactions were generated to third parties, that is, at current market prices. Please refer to “Note 10 – Reportable Segments” for further information on the reporting for the Company’s three business segments.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, real estate acquired in the settlement of loans, fair value of financial instruments, evaluating other-than-temporary-impairment of investment securities and valuation of deferred tax assets.
Risks and Uncertainties
The impact of the coronavirus (COVID-19) pandemic is fluid and continues to evolve, adversely affecting many of the Bank’s clients. The unprecedented and rapid spread of COVID-19 and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and significant volatility and disruption in financial markets, and has had an adverse effect on the Company’s business, financial condition and results of operations. The ultimate extent of the impact of the COVID-19 pandemic on the Company’s business, financial condition and results of operations is currently uncertain and the timing and pace of recovery will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our clients, employees and vendors.
The Company’s business, financial condition and results of operations generally rely upon the ability of the Bank’s borrowers to repay their loans, the value of collateral underlying the Bank’s secured loans, and demand for loans and other products and services the Bank offers, which are highly dependent on the business environment in the Bank’s primary markets where it operates and in the United States as a whole.
On March 3, 2020, the Federal Reserve reduced the target federal funds rate by 50 basis points, followed by an additional reduction of 100 basis points on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 pandemic have had, and are expected to continue to have, possibly materially, an adverse effect on Company’s business, financial condition and results of operations. For instance, the pandemic has had negative effects on the Bank’s interest income, provision for loan losses, and certain transaction-based line items of noninterest income. Other financial impacts could occur though such potential impact is unknown at this time.
As of September 30, 2020, the Company’s and the Bank’s capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by further credit losses.
The Company maintains access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the subsidiary bank. As of September 30, 2020, the $15.0 million line was unused.
Reclassifications
Certain amounts, previously reported, have been reclassified to state all periods on a comparable basis and had no effect on shareholders’ equity or net income.
Subsequent Events
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.
Newly Issued, But Not Yet Effective Accounting Standards
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to form their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for all annual and interim periods beginning after December 31, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. Adoption will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.
In November 2019, the FASB issued guidance that addresses issues raised by stakeholders during the implementation of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendments affect a variety of Topics in the Accounting Standards Codification. For public business entities that meet the definition of a smaller reporting company, such as the Company, the amendments are effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. Early adoption is permitted in any interim period as long as the Company has adopted to amendments in ASU 2016-13. Currently, the Company is evaluating the impact of adoption on its financial statements and does not expect to adopt the ASU before the effective period.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
9
NOTE 2 – Investment Securities
The amortized costs and fair value of investment securities are as follows:
Amortized
Gross Unrealized
Fair
Cost
Gains
Losses
Value
US government agencies
5,500
5,497
SBA securities
509
19
State and political subdivisions
15,932
641
29
16,544
Asset-backed securities
11,956
189
11,769
Mortgage-backed securities
FHLMC
12,018
238
12,196
FNMA
31,803
602
80
32,325
GNMA
9,178
52
9,170
Total mortgage-backed securities
52,999
884
192
53,691
Total investment securities available for sale
86,896
1,527
432
500
499
550
531
4,205
24
4,184
13,351
184
13,167
10,609
14
15
10,608
35,275
34
169
35,140
3,581
21
3,565
49,465
53
205
49,313
68,071
56
433
Contractual maturities and yields on the Company’s investment securities at September 30, 2020 and December 31, 2019 are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
10
Less than one year
One to five years
Five to ten years
Over ten years
Yield
2,500
0.37
%
1,998
1.01
999
1.48
0.80
3,050
2.49
13,494
2.38
2.40
2,087
1.18
9,682
1.04
2,752
1.82
8,725
1.98
42,214
1.39
1.51
5,252
1.13
15,860
1.85
66,879
1.53
1.57
1.97
2.62
808
2.81
1,283
2.96
2,093
2.67
2.79
1,493
2.34
11,674
2.61
2.58
3,368
1.78
7,638
2.00
38,307
2.24
2.17
4,675
10,414
52,605
2.29
The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities at September 30, 2020 and December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.
Less than 12 months
12 months or longer
Unrealized
#
value
losses
4,997
4,532
3,922
57
7,016
132
10,938
4,065
5,510
2,153
23
7,663
6,267
29,293
258
9,659
174
38,952
5,921
68
7,246
116
3,842
2,323
13
6,165
15,500
67
11
9,462
102
24,962
2,240
734
2,974
28
30,095
168
22
20,296
265
50
50,391
At September 30, 2020, the Company had 25 individual investments with a fair market value of $29.3 million that were in an unrealized loss position for less than 12 months and nine individual investments with a fair market value of $9.7 million that were in an unrealized loss position for 12 months or longer. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality. The individual securities are each investment grade securities. The Company considers the length of time and extent to which the fair value of available-for-sale debt securities have been less than cost to conclude that such securities are not other-than-temporarily impaired. The Company also considers other factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions.
As the Company has no intent to sell securities with unrealized losses and it is not more-likely-than-not that the Company will be required to sell these securities before recovery of amortized cost, the Company has concluded that these securities are not impaired on an other-than-temporary basis.
Other investments are comprised of the following and are recorded at cost which approximates fair value.
Federal Home Loan Bank stock
2,041
6,386
159
Investment in Trust Preferred securities
403
Total other investments
The Company has evaluated the Federal Home Loan Bank (“FHLB”) stock for impairment and determined that the investment in the FHLB stock is not other than temporarily impaired as of September 30, 2020 and that ultimate recoverability of the par value of this investment is probable. All of the FHLB stock is used to collateralize advances with the FHLB.
NOTE 3 – Mortgage Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are reported as loans held for sale and carried at fair value under the fair value option with changes in fair value recognized in current period earnings. At the date of funding of the mortgage loan held for sale, the funded amount of the loan, the related derivative asset or liability of the associated interest rate lock commitment, less direct loan costs becomes the initial recorded investment in the loan held for sale. Such amount approximates the fair value of the loan. At September 30, 2020, mortgage loans held for sale totaled $63.8 million compared to $27.0 million at December 31, 2019.
Mortgage loans held for sale are considered de-recognized, or sold, when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that both entitles and obligates the Company to repurchase or redeem the transferred assets before their maturity or the ability to unilaterally cause the holder to return specific assets.
Gains and losses from the sale of mortgage loans are recognized based upon the difference between the sales proceeds and carrying value of the related loans upon sale and are recorded in mortgage banking income in the statement of income. Mortgage banking income also includes the unrealized gains and losses associated with the loans held for sale and the realized and unrealized gains and losses from derivatives.
Mortgage loans sold to investors by the Company, and which were believed to have met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase or indemnification in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company may, upon mutual agreement, agree to repurchase the loans or indemnify the investor against future losses on such loans. In such cases, the Company bears any subsequent credit loss on the loans. As appropriate, the Company establishes mortgage repurchase reserves related to various representations and warranties that reflect management’s estimate of losses.
12
NOTE 4 – Loans and Allowance for Loan Losses
The following table summarizes the composition of our loan portfolio. Total gross loans are recorded net of deferred loan fees and costs, which totaled $3.6 million as of September 30, 2020 and $3.3 million as of December 31, 2019.
% of Total
Commercial
Owner occupied RE
419,316
20.2
407,851
21.0
Non-owner occupied RE
570,139
27.4
501,878
25.8
Construction
64,063
3.1
80,486
4.1
Business
303,760
14.6
308,123
15.9
Total commercial loans
1,357,278
65.3
1,298,338
66.8
Consumer
Real estate
496,684
23.9
398,245
20.5
Home equity
161,795
7.8
179,738
9.3
39,355
1.9
41,471
2.1
23,428
1.1
25,733
1.3
Total consumer loans
721,262
34.7
645,187
33.2
Total gross loans, net of deferred fees
100.0
Less—allowance for loan losses
Total loans, net
Maturities and Sensitivity of Loans to Changes in Interest Rates
The information in the following tables summarizes the loan maturity distribution by type and related interest rate characteristics based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below, because borrowers have the right to prepay obligations with or without prepayment penalties.
After one
One year
but within
After five
or less
five years
years
20,585
136,345
262,386
47,848
312,776
209,515
19,699
23,221
21,143
72,291
145,878
85,591
160,423
618,220
578,635
12,314
63,182
421,188
5,339
24,279
132,177
5,053
325
33,977
6,810
12,604
4,014
29,516
100,390
591,356
189,939
718,610
1,169,991
Loans maturing after one year with:
Fixed interest rates
1,536,279
Floating interest rates
352,322
40,476
147,945
219,430
55,187
267,879
178,812
31,035
19,278
30,173
84,452
146,051
77,620
211,150
581,153
506,035
16,663
82,445
299,137
9,921
25,828
143,989
13,405
1,222
26,844
6,422
15,022
4,289
Total consumer
46,411
124,517
474,259
Total gross loan, net of deferred fees
257,561
705,670
980,294
1,310,744
375,220
Paycheck Protection Program (“PPP”)
On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act or the “Act”) to provide emergency assistance and health care response for individuals, families, and businesses affected by the coronavirus pandemic. The Small Business Administration (“SBA”) received funding and authority through the Act to modify existing loan programs and establish a new loan program to assist small businesses nationwide adversely impacted by the COVID-19 emergency. The Act temporarily permits the SBA to guarantee 100% of certain loans under a new program titled the “Paycheck Protection Program” and also provides for forgiveness of up to the full principal amount of qualifying loans guaranteed under the PPP.
In an effort to assist our clients as best we could through the pandemic, we became an approved SBA lender in March 2020 and processed 853 loans under the PPP for a total of $97.5 million, receiving SBA lender fee income of $3.9 million. As the regulations and guidance for PPP loans and the forgiveness process continued to change and evolve, management recognized the operational risk and complexity associated with this portfolio and decided to pursue the sale of the PPP loan portfolio to a third party better suited to support and serve our PPP clients through the loan forgiveness process. The loan sale allowed our team to focus on serving our clients and proactively monitoring and addressing credit risk brought on by the pandemic. On June 26, 2020, we completed the sale of our PPP loan portfolio to The Loan Source Inc., together with its servicing partner, ACAP SME LLC, and immediately recognized SBA lender fee income of $2.2 million, net of sale and processing costs, which is included in other noninterest income in the consolidated financial statements.
Portfolio Segment Methodology
Commercial loans are assessed for estimated losses by grading each loan using various risk factors identified through periodic reviews. The Company applies historic grade-specific loss factors to each loan class. In the development of statistically derived loan grade loss factors, the Company observes historical losses over 20 quarters for each loan grade. These loss estimates are adjusted as appropriate based on additional analysis of external loss data or other risks identified from current economic conditions and credit quality trends. The allowance also includes an amount for the estimated impairment on nonaccrual commercial loans and commercial loans modified in a troubled debt restructuring (“TDR”), whether on accrual or nonaccrual status.
For consumer loans, the Company determines the allowance on a collective basis utilizing historical losses over 20 quarters to represent its best estimate of inherent loss. The Company pools loans, generally by loan class with similar risk characteristics. The allowance also includes an amount for the estimated impairment on nonaccrual consumer loans and consumer loans modified in a TDR, whether on accrual or nonaccrual status.
Credit Quality Indicators
We manage a consistent process for assessing commercial loan credit quality by monitoring its loan grading trends and past due statistics. All loans are subject to individual risk assessment. Our risk categories include Pass, Special Mention, Substandard, and Doubtful, each of which is defined by our banking regulatory agencies. Delinquency statistics are also an important indicator of credit quality in the establishment of our allowance for loan losses.
We categorize our loans into risk categories based on relevant information about the ability of the borrower to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. A description of the general characteristics of the risk grades is as follows:
•
Pass—These loans range from minimal credit risk to average credit risk; however, still have acceptable credit risk.
Special mention—A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.
Substandard—A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful—A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.
The following tables provide past due information for outstanding commercial loans and include loans on nonaccrual status as well as accruing TDRs.
Owner
Non-owner
occupied RE
Current
418,765
569,552
303,248
1,355,628
30-59 days past due
475
60-89 days past due
355
Greater than 90 Days
551
232
37
820
406,594
501,676
307,710
1,296,466
706
151
178
1,035
51
235
837
As of September 30, 2020 and December 31, 2019, loans 30 days or more past due represented 0.26% and 0.23% of the Company’s total loan portfolio, respectively. Commercial loans 30 days or more past due were 0.08% and 0.10% of the Company’s total loan portfolio as of September 30, 2020 and December 31, 2019, respectively.
The tables below provide a breakdown of outstanding commercial loans by risk category.
Pass
415,899
560,896
63,920
297,179
1,337,894
Special mention
359
6,078
2,596
9,033
Substandard
3,058
3,165
3,985
10,351
Doubtful
404,237
492,941
301,504
1,279,168
1,312
744
3,108
5,164
2,302
8,193
3,511
14,006
The Company manages a consistent process for assessing consumer loan credit quality by monitoring its loan grading trends and past due statistics. All loans are subject to individual risk assessment. The Company’s categories include Pass, Special Mention, Substandard, and Doubtful, which are defined above. Delinquency statistics are also an important indicator of credit quality in the establishment of the allowance for loan losses.
The following tables provide past due information for outstanding consumer loans and include loans on nonaccrual status as well as accruing TDRs.
494,202
160,605
717,590
857
1,256
1,625
297
1,922
396,445
179,051
25,650
642,617
799
369
83
1,251
118
1,001
200
1,201
Consumer loans 30 days or more past due were 0.18% and 0.13% of total loans as of September 30, 2020 and December 31, 2019, respectively.
The tables below provide a breakdown of outstanding consumer loans by risk category.
489,923
156,496
23,287
709,061
2,182
1,351
107
3,640
4,579
3,948
8,561
392,572
176,532
25,421
635,996
2,267
775
261
3,303
3,406
2,431
5,888
Nonperforming assets
The following table shows the nonperforming assets and the related percentage of nonperforming assets to total assets and gross loans. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when the Company believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received.
16
Following is a summary of our nonperforming assets, including nonaccruing TDRs.
1,059
201
2,518
1,829
632
431
Nonaccruing troubled debt restructurings
4,198
4,111
Total nonaccrual loans, including nonaccruing TDRs
8,751
6,794
Other real estate owned
1,684
Total nonperforming assets
10,435
Nonperforming assets as a percentage of:
0.42
0.30
Gross loans
0.50
0.35
Total loans over 90 days past due
2,742
2,038
Loans over 90 days past due and still accruing
Accruing troubled debt restructurings
5,277
5,219
Impaired Loans
The table below summarizes key information for impaired loans. The Company’s impaired loans include loans on nonaccrual status and loans modified in a TDR, whether on accrual or nonaccrual status. These impaired loans may have estimated impairment which is included in the allowance for loan losses. The Company’s commercial and consumer impaired loans are evaluated individually to determine the related allowance for loan losses.
Recorded investment
Impaired loans
Unpaid
with no related
with related
Related
Principal
Impaired
allowance for
Balance
loans
loan losses
2,316
2,296
1,843
453
92
3,114
2,143
610
1,533
455
2,919
2,483
281
2,202
910
Total commercial
8,492
7,065
2,877
4,188
1,457
4,206
4,031
3,152
879
2,982
2,794
2,439
252
138
18
7,326
6,963
5,591
1,372
345
15,818
14,028
8,468
5,560
1,802
17
2,791
2,726
2,270
456
4,512
4,051
2,419
1,632
1,620
1,531
558
973
452
8,923
8,308
5,247
3,061
992
2,727
2,720
1,638
1,082
364
885
838
459
379
66
147
3,759
3,705
2,097
1,608
446
12,682
12,013
7,344
4,669
1,438
The following table provides the average recorded investment in impaired loans and the amount of interest income recognized on impaired loans after impairment by portfolio segment and class.
Three months ended
Average
Recognized
recorded
interest
investment
income
2,985
40
2,728
27
3,880
4,077
74
72
2,506
1,738
9,443
156
8,543
115
3,063
58
2,876
30
2,540
1,668
139
5,742
81
4,695
62
15,185
13,238
177
Nine months ended
Year ended
2,617
73
96
2,739
128
4,724
165
4,139
202
4,161
255
36
98
1,766
61
1,582
79
9,647
338
8,647
8,482
462
3,207
3,062
97
2,771
131
2,067
39
1,688
82
853
42
154
153
5,417
140
4,904
183
3,777
15,064
478
13,551
542
12,259
640
Allowance for Loan Losses
The allowance for loan loss is management’s estimate of credit losses inherent in the loan portfolio. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The Company has an established process to determine the adequacy of the allowance for loan losses that assesses the losses inherent in the portfolio. While the Company attributes portions of the allowance to specific portfolio segments, the entire allowance is available to absorb credit losses inherent in the total loan portfolio. The Company’s process involves procedures to appropriately consider the unique risk characteristics of the commercial and consumer loan portfolio segments. For each portfolio segment, impairment is measured individually for each impaired loan. The Company’s allowance levels are influenced by loan volume, loan grade or delinquency status, historic loss experience and other economic conditions.
The following table summarizes the activity related to the allowance for loan losses by commercial and consumer portfolio segments:
Three months ended September 30, 2020
occupied
Real
Home
RE
Estate
equity
Balance, beginning of period
5,800
8,791
977
5,841
6,538
2,641
615
31,602
2,105
2,461
2,274
2,936
850
87
170
Loan charge-offs
(375
(564
(100
(25
(1,064
Loan recoveries
554
581
Net loan charge-offs
179
(550
(14
(483
Balance, end of period
7,905
11,431
1,194
7,565
9,476
3,391
702
555
42,219
Net charge-offs to average loans (annualized)
0.09
Allowance for loan losses to gross loans
2.03
Allowance for loan losses to nonperforming loans
482.43
Three months ended September 30, 2019
2,808
4,016
569
3,623
3,104
1,409
318
16,144
(75
(63
588
(93
(225
(709
(29
(963
(701
(28
(946
2,733
4,028
506
3,510
3,018
1,424
326
303
15,848
0.21
0.86
225.51
Nine months ended September 30, 2020
2,835
4,304
541
3,692
3,278
1,447
268
277
16,642
5,070
8,081
653
4,562
6,187
1,976
434
337
(1,508
(735
(70
(2,413
46
690
(954
(689
(32
(59
(1,723
0.11
Nine months ended September 30, 2019
3,811
3,616
3,081
1,348
275
290
15,762
117
454
(109
577
(99
85
(110
(239
(82
(1,240
26
(237
(683
(98
(72
(1,164
The following table disaggregates the allowance for loan losses and recorded investment in loans by impairment methodology.
Allowance for loan losses
Recorded investment in loans
Individually evaluated
Collectively evaluated
26,638
13,779
40,417
1,350,213
714,299
2,064,512
28,095
14,124
10,380
4,824
15,204
1,290,030
641,482
1,931,512
11,372
5,270
NOTE 5 – Troubled Debt Restructurings
At September 30, 2020, the Company had 22 loans totaling $9.5 million compared to 19 loans totaling $9.3 million at December 31, 2019, which were considered as TDRs. The Company considers a loan to be a TDR when the debtor experiences financial difficulties and the Company grants a concession to the debtor that it would not normally consider. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of the workout plan for individual loan relationships, the Company may restructure loan terms to assist borrowers facing financial challenges in the current economic environment.
A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic, and the Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic. The Company granted short-term loan deferrals to five client relationships, with loans totaling $3.5 million, which were considered TDRs due to the client experiencing financial difficulty before the pandemic.
The following table summarizes the concession at the time of modification and the recorded investment in the Company’s TDRs before and after their modification for the nine months ended September 30, 2020 and 2019. New TDRs for the three months ended September 30, 2020 and 2019 were not material.
For the nine months ended September 30, 2020
Pre-
Post-
modification
Renewals
Reduced or
Converted
Maturity
outstanding
deemed a
deferred
to interest
date
Number
concession
payments
only
extensions
of loans
1,037
647
1,852
Total loans
3,536
For the nine months ended September 30, 2019
832
As of September 30, 2020 and 2019, there were no loans modified as a TDR for which there was a payment default (60 days past due) within 12 months of the restructuring date.
NOTE 6 – Derivative Financial Instruments
The Company utilizes derivative financial instruments primarily to hedge its exposure to changes in interest rates. All derivative financial instruments are recognized as either assets or liabilities and measured at fair value. The Company accounts for all of its derivatives as free-standing derivatives and does not designate any of these instruments for hedge accounting. Therefore, the gain or loss resulting from the change in the fair value of the derivative is recognized in the Company’s statement of income during the period of change.
The Company enters into commitments to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time, with clients who have applied for a loan and meet certain credit and underwriting criteria (interest rate lock commitments). These interest rate lock commitments (“IRLCs”) meet the definition of a derivative financial instrument and are reflected in the balance sheet at fair value with changes in fair value recognized in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets and derivative liabilities, respectively, and are measured based on the value of the underlying mortgage loan, quoted mortgage-backed securities (“MBS”) prices and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net of estimated commission expenses.
The Company manages the interest rate and price risk associated with its outstanding IRLCs and mortgage loans held for sale by entering into derivative instruments such as forward sales of MBS. Management expects these derivatives will experience changes in fair value opposite to changes in fair value of the IRLCs and mortgage loans held for sale, thereby reducing earnings volatility. The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline (IRLCs and mortgage loans held for sale) it wants to economically hedge.
20
The following table summarizes the Company’s outstanding financial derivative instruments at September 30, 2020 and December 31, 2019.
Fair Value
Notional
Balance Sheet Location
Asset/(Liability)
Mortgage loan interest rate lock commitments
138,692
2,963
MBS forward sales commitments
102,500
(379
Total derivative financial instruments
241,192
2,584
26,446
344
20,500
(39
46,946
305
NOTE 7 – Fair Value Accounting
FASB ASC 820, “Fair Value Measurement and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 – Quoted market price in active markets
Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include certain debt and equity securities that are traded in an active exchange market.
Level 2 – Significant other observable inputs
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include fixed income securities and mortgage-backed securities that are held in the Company’s available-for-sale portfolio and valued by a third-party pricing service, as well as certain impaired loans.
Level 3 – Significant unobservable inputs
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.
The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 14 of the Company’s 2019 Annual Report on Form 10-K. The Company’s loan portfolio is initially fair valued using a segmented approach, using the eight categories of loans as disclosed in Note 4 – Loans and Allowance for Loan Losses. Loans are considered a Level 3 classification.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019.
Level 1
Level 2
Level 3
Assets
Securities available for sale
Total assets measured at fair value on a recurring basis
154,777
Liabilities
Total liabilities measured at fair value on a recurring basis
Securities available for sale:
95,084
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis as of September 30, 2020 and December 31, 2019.
As of September 30, 2020
8,787
3,439
12,226
Total assets measured at fair value on a nonrecurring basis
10,471
13,910
As of December 31, 2019
4,941
10,575
The Company had no liabilities carried at fair value or measured at fair value on a nonrecurring basis.
Fair Value of Financial Instruments
Financial instruments require disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange of cash. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises and equipment and other assets and liabilities.
The estimated fair values of the Company’s financial instruments at September 30, 2020 and December 31, 2019 are as follows:
Carrying
Financial Assets:
Other investments, at cost
Loans1
2,022,293
1,998,389
Financial Liabilities:
2,080,946
30,092
1,914,870
1,900,216
1,772,121
FHLB and other borrowings
109,737
33,250
Carrying amount is net of the allowance for loan losses and previously presented impaired loans.
NOTE 8 – Leases
Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842)”. As of September 30, 2020, we leased seven of our offices under various operating lease agreements. The lease agreements have maturity dates ranging from February 2022 to October 2029, some of which include options for multiple five-year extensions. The weighted average remaining life of the lease term for these leases was 7.46 years as of September 30, 2020.
The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement date for leases subsequently entered into. The weighted average discount rate for leases was 2.72% as of September 30, 2020.
The total operating lease costs were $616,000 and $533,000 for the three months ended September 30, 2020 and 2019, respectively, and $1.8 million and $1.6 million for the nine months ended September 30, 2020 and 2019, respectively. The right-of-use (ROU) asset, included in property and equipment, and lease liability, included in other liabilities, was $20.2 million and $21.0 million as of September 30, 2020, respectively, compared to $19.5 million and $20.1 million as of December 31, 2019, respectively. The ROU asset and lease liability are recognized at lease commencement by calculating the present value of lease payments over the lease term.
Maturities of lease liabilities as of September 30, 2020 were as follows:
Operating
Leases
599
2021
2,400
2022
1,655
2023
1,534
2024
1,573
Thereafter
18,446
Total undiscounted lease payments
26,207
Discount effect of cash flows
5,223
Total lease liability
20,984
NOTE 9 – Earnings Per Common Share
The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three- and nine- month periods ended September 30, 2020 and 2019. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options that were outstanding at September 30, 2020. The assumed conversion of stock options can create a difference between basic and dilutive net income per common share. At September 30, 2020 and 2019, there were 337,998 and 259,656 options, respectively, that were not considered in computing diluted earnings per common share because they were anti-dilutive.
Numerator:
Denominator:
Weighted-average common shares outstanding – basic
Common stock equivalents
82,972
232,320
109,164
258,274
Weighted-average common shares outstanding – diluted
Earnings per common share:
NOTE 10 – Reportable Segments
The Company’s reportable segments represent the distinct product lines the Company offers and are viewed separately for strategic planning purposes by management. The three segments include Commercial and Retail Banking, Mortgage Banking, and Corporate. The following schedule presents financial information for each reportable segment.
and Retail
Mortgage
Elimin-
Consol-
Banking
Corporate
ations
idated
ation
23,102
313
(3
23,830
226
(4
2,396
6,628
Net interest income (loss)
20,706
(382
17,202
(149
1,307
Noninterest expense
11,445
2,666
9,529
1,895
Net income (loss) before taxes
(532
3,924
(454
8,364
1,386
(209
Income tax provision (benefit)
(128
944
(95
1,882
291
(44
Net income (loss)
(404
2,980
(359
6,482
1,095
(165
2,411,966
66,915
254,721
(254,191
2,187,449
13,765
234,845
(234,433
2,201,626
70,480
791
(13
68,283
473
(9
11,452
1,325
18,649
480
59,028
(1,312
49,634
(471
5,987
3,739
32,134
6,841
223
28,604
4,716
180
Net income before taxes
5,581
8,671
(1,535
23,519
3,498
(651
1,491
1,821
(322
5,107
735
(137
4,090
6,850
(1,213
18,412
2,763
(514
Commercial and retail banking. The Company’s primary business is to provide traditional deposit and lending products and services to its commercial and retail banking clients.
Mortgage banking. The mortgage banking segment provides mortgage loan origination services for loans that will be sold in the secondary market to investors.
Corporate. Corporate is comprised primarily of compensation and benefits for certain members of management and interest on parent company debt.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion reviews our results of operations for the three and nine month periods ended September 30, 2020 as compared to the three and nine month periods ended September 30, 2019 and assesses our financial condition as of September 30, 2020 as compared to December 31, 2019. You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements and the related notes and the consolidated financial statements and the related notes for the year ended December 31, 2019 included in our Annual Report on Form 10-K for that period. Results for the three and nine month periods ended September 30, 2020 are not necessarily indicative of the results for the year ending December 31, 2020 or any future period.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” or similar references mean Southern First Bancshares, Inc. and its subsidiaries. References to the “Bank” refer to Southern First Bank.
Cautionary Warning Regarding forward-looking statements
This report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may relate to our financial condition, results of operations, plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “believe,” “continue,” “assume,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those anticipated in any forward-looking statements include, but are not limited to:
Restrictions or conditions imposed by our regulators on our operations;
Increases in competitive pressure in the banking and financial services industries;
Changes in access to funding or increased regulatory requirements with regard to funding;
Changes in deposit flows;
Credit losses as a result of declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors;
Credit losses due to loan concentration;
Changes in the amount of our loan portfolio collateralized by real estate and weaknesses in the real estate market;
Our ability to successfully execute our business strategy;
Our ability to attract and retain key personnel;
The success and costs of our expansion into the Greensboro, North Carolina, Raleigh, North Carolina and Atlanta, Georgia markets and into potential new markets;
Changes in the interest rate environment which could reduce anticipated or actual margins;
Changes in political conditions or the legislative or regulatory environment, including governmental initiatives affecting the financial services industry, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act;
Changes in economic conditions in the United States and the strength of the local economies in which we conduct our operations, including, but not limited to, due to the negative impacts and disruptions resulting from the recent outbreak of COVID-19 on the economies and communities we serve, which may have an adverse impact on our business, operations and performance, and could have a negative impact on our credit portfolio, share price, borrowers, and on the economy as a whole, both domestically and globally;
Changes occurring in business conditions and inflation;
Increased cybersecurity risk, including potential business disruptions or financial losses;
Changes in technology;
The adequacy of the level of our allowance for loan losses and the amount of loan loss provisions required in future periods;
Examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for loan losses or write-down assets;
Changes in monetary and tax policies;
The rate of delinquencies and amounts of loans charged-off;
The rate of loan growth in recent years and the lack of seasoning of a portion of our loan portfolio;
Our ability to maintain appropriate levels of capital and to comply with our capital ratio requirements;
Adverse changes in asset quality and resulting credit risk-related losses and expenses;
Changes in accounting policies, practices or guidelines;
Adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed;
The potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as the upcoming election, epidemics and pandemics, including the potential effects of coronavirus on trade (including supply chains and export levels, travel, employee activity and other economic activities), war or terrorist activities, essential utility outages or trade disputes and related tariffs; and
Other risks and uncertainties detailed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019, in Part II, Item 1A, “Risk Factors” of our Quarterly Reports on Form 10-Q, and in our other filings with the SEC.
If any of these risks or uncertainties materialize, or if any of the assumptions underlying such forward-looking statements proves to be incorrect, our results could differ materially from those expressed in, implied or projected by, such forward-looking statements. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. We make these forward-looking statements as of the date of this document and we do not intend, and assume no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those expressed in, or implied or projected by, the forward-looking statements, except as required by law.
OVERVIEW
Our business model continues to be client-focused, utilizing relationship teams to provide our clients with a specific banker contact and support team responsible for all of their banking needs. The purpose of this structure is to provide a consistent and superior level of professional service, and we believe it provides us with a distinct competitive advantage. We consider exceptional client service to be a critical part of our culture, which we refer to as "ClientFIRST."
At September 30, 2020, we had total assets of $2.48 billion, a 9.4% increase from total assets of $2.27 billion at December 31, 2019. The largest components of our total assets are loans which were $2.08 billion and $1.94 billion at September 30, 2020 and December 31, 2019, respectively. Our liabilities and shareholders’ equity at September 30, 2020 totaled $2.26 billion and $218.7 million, respectively, compared to liabilities of $2.06 billion and shareholders’ equity of $205.9 million at December 31, 2019. The principal component of our liabilities is deposits which were $2.18 billion and $1.88 billion at September 30, 2020 and December 31, 2019, respectively.
Like most community banks, we derive the majority of our income from interest received on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits and borrowings. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities, which is called our net interest spread. In addition to earning interest on our loans and investments, we earn income through fees and other charges to our clients.
Our net income to common shareholders was $2.2 million and $7.4 million for the three months ended September 30, 2020 and 2019, respectively. Diluted earnings per share (“EPS”) was $0.28 for the third quarter of 2020 as compared to $0.95 for the same period in 2019. The decrease in net income resulted primarily from a $10.5 million increase in loan loss provision recorded in the third quarter of 2020 compared to the same period in 2019, partially offset by a $3.4 million increase in net interest income and a $3.2 million increase in noninterest income.
Our net income to common shareholders was $9.7 million and $20.7 million for the nine months ended September 30, 2020 and 2019. Diluted EPS was $1.24 for the nine months ended September 30, 2020 as compared to $2.66 for the same period in 2019. The decrease in net income resulted primarily from a $26.1 million increase in loan loss provision recorded in the first nine months of 2020 compared to the same period in 2019, partially offset by an $8.9 million increase in net interest income and a $9.2 million increase in noninterest income.
RECENT EVENTS – COVID-19 PANDEMIC
The COVID-19 pandemic, which was declared a national emergency in the United States in March 2020, continues to create extensive disruptions to the global economy and financial markets and to businesses and the lives of individuals throughout the world. In particular, the COVID-19 pandemic has severely restricted the level of economic activity in our markets. Federal and state governments have taken, and may continue to take, unprecedented actions to contain the spread of the disease, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aid and other relief to businesses and individuals impacted by the pandemic. Although in various locations certain activity restrictions have been relaxed and businesses and schools have reopened with some level of success, in many states and localities the number of individuals diagnosed with COVID-19 has increased significantly, which may cause a freezing or, in certain cases, a reversal of previously announced relaxation of activity restrictions and may prompt the need for additional aid and other forms of relief.
The impact of the COVID-19 pandemic is fluid and continues to evolve, adversely affecting many of the Bank’s clients. The unprecedented and rapid spread of COVID-19 and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and significant volatility and disruption in financial markets. In addition, due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020, for the first time. On March 3, 2020, the Federal Open Market Committee reduced the targeted federal funds interest rate range by 50 basis points to 1.00% to 1.25%. This range was further reduced to 0% to 0.25% percent on March 16, 2020. These reductions in interest rates and the other effects of the COVID-19 pandemic have had, and are expected to continue to have, possibly materially, an adverse effect on our business, financial condition and results of operations. For instance, the pandemic has had negative effects on the Bank’s interest income, provision for loan losses, and certain transaction-based line items of noninterest income.The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is currently uncertain and the timing and pace of recovery will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our clients, employees and vendors.
Our business, financial condition and results of operations generally rely upon the ability of our borrowers to repay their loans, the value of collateral underlying our secured loans, and demand for loans and other products and services we offer, which are highly dependent on the business environment in our primary markets where we operate and in the United States as a whole.
As we progress through the pandemic, the majority of our team has returned to working in the office at this time; however, we maintain the ability to shift to working remotely as needed. Our offices continue to operate in a drive-thru only mode with “in-person” client meetings available by appointment to maintain the safety of our team and our clients. We believe this strategy, combined with our digital technology, has been extremely effective in serving our clients, and allowed us to consolidate our three Columbia, South Carolina offices into one location. The sale of our two Columbia office buildings was completed on October 9, 2020.
We are focused on servicing the financial needs of our commercial and consumer clients and have offered flexible loan payment arrangements, including short-term loan modifications or forbearance payments, and reduced or waived certain fees on deposit accounts. We continue to assist clients with these accommodations on a case by case basis. Future governmental actions may require these and other types of client-related responses. In response to the Paycheck Protection Program (“PPP”), established under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, we became a small business administration approved lender in an effort to assist our clients through this challenging time. We processed 853 loans under the PPP for a total of $97.5 million, receiving lender fee income of $3.9 million. As the regulations and guidance for PPP loans and the forgiveness process continued to change and evolve, management recognized the operational risk and complexity associated with this portfolio and decided to pursue the sale of the PPP loan portfolio to a third party better suited to support and serve our PPP clients through the loan forgiveness process. We believe this loan sale allowed our team to focus on serving our clients and proactively monitoring and addressing credit risk brought on by the pandemic. On June 26, 2020, we completed the sale of our PPP loan portfolio to The Loan Source Inc., together with its servicing partner, ACAP SME LLC, and immediately recognized SBA lender fee income of $2.2 million, net of sale and processing costs, which is included in other noninterest income in the consolidated financial statements.
Through September 30, 2020, we had granted deferrals on loan payments for 864 loans, with aggregate outstanding loan principal balances of approximately $626.7 million as of September 30, 2020, of which 91% were commercial loans. As of September 30, 2020, 68% of these loans have reached the end of their deferral period and have begun to resume normal payments. In addition, we expect 89% of our total modified loans to have resumed normal payment status by October 31, 2020. In addition, our loans past due 30 days or more declined during the third quarter, with commercial loans representing 0.08% and consumer loans representing 0.18% of past due loans.
In addition, as we closely monitor credit risk and our exposure to increased loan losses resulting from the impact of COVID-19 on our commercial clients, we have identified nine industry segments in our loan portfolio considered to be “at-risk” of significant impact from the pandemic. The table below identifies these segments as well as the outstanding and committed loan balances for each industry. Of the $244.4 million of loans modified in these categories as of September 30, 2020, 64% have begun to resume normal payments.
% of
Committed
Modified
Deferral
Outstanding
Complete
Religious organizations
66,721
3.2
91,548
72.9
33,648
50.4
4,323
12.8
Entertainment facilities
4,709
0.2
9,289
50.7
824
17.5
Hotels
90,612
4.4
108,930
83.2
68,521
75.6
34,075
49.7
Personal care businesses
0.1
1,359
96.7
547
41.6
Restaurants
13,391
0.6
14,946
89.6
5,473
40.9
5,004
91.4
Sports facilities
22,283
22,827
97.6
9,165
41.1
7,515
82.0
Travel related businesses
1,231
1,987
61.9
988
80.3
Private healthcare facilities
34,318
1.6
39,066
87.8
20,175
58.8
18,508
91.7
Non-essential retail
195,498
9.4
203,035
96.3
105,092
53.8
85,482
81.3
430,078
20.7
492,987
87.2
244,433
56.8
157,266
64.3
A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic and the Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic. The Company granted short-term loan deferrals to five client relationships, with loans totaling $3.5 million, which were considered TDRs due to the client experiencing financial difficulty before the pandemic. In certain cases, we have made a second three-month deferral to our clients based on individual circumstances for the borrower.
The table below provides a breakdown of loan modification requests due to the COVID-19 pandemic by type of concession. We project that modified loans with remaining deferral periods will be reduced to 3% of total loans by October 31, 2020.
# Loans
% of Total Portfolio
Payment deferrals
593
467,224
22.5
Interest only
263
154,782
7.4
Financial difficulty (TDR)
4,732
864
626,738
30.1
We continue to monitor unfunded commitments through the pandemic, including home equity lines of credit, for evidence of increased credit exposure as borrowers utilize these lines for liquidity purposes.
We are also monitoring the impact of the COVID-19 pandemic on the operations and value of our investments. We mark to market our publicly traded investments and review our investment portfolio for impairment at each period end. Because of changing economic and market conditions affecting issuers, we may be required to recognize further impairments on the securities we hold as well as reductions in other comprehensive income. We cannot currently determine the ultimate impact of the pandemic on the long-term value of our investment portfolio.
We believe there could be potential stresses on liquidity management as a result of the COVID-19 pandemic. For instance, as clients manage their own liquidity stress, we could experience an increase in the utilization of existing lines of credit.
As of September 30, 2020, all of our capital ratios, and the Bank’s capital ratios, were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by further credit losses. We maintain access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the Bank.
RESULTS OF OPERATIONS
Net Interest Income and Margin
Our level of net interest income is determined by the level of earning assets and the management of our net interest margin. Our net interest income was $20.6 million for the third quarter of 2020, a 19.4% increase over net interest income of $17.3 million for the prior year. In addition, our net interest margin, on a tax-equivalent basis (TE), was 3.52% for the third quarter of 2020 compared to 3.36% in 2019.
We have included a number of tables to assist in our description of various measures of our financial performance. For example, the “Average Balances, Income and Expenses, Yields and Rates” table reflects the average balance of each category of our assets and liabilities as well as the yield we earned or the rate we paid with respect to each category during the three and nine month periods ended September 30, 2020 and 2019. A review of this table shows that our loans typically provide higher interest yields than do other types of interest-earning assets, which is why we direct a substantial percentage of our earning assets into our loan portfolio. Similarly, the “Rate/Volume Analysis” table demonstrates the effect of changing interest rates and changing volume of assets and liabilities on our financial condition during the periods shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included tables to illustrate our interest rate sensitivity with respect to interest-earning accounts and interest-bearing accounts.
The following table sets forth information related to our average balance sheets, average yields on assets, and average costs of liabilities. We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. During the same periods, we had no securities purchased with agreements to resell. All investments owned have an original maturity of over one year. Nonaccrual loans are included in the following tables. Loan yields have been reduced to reflect the negative impact on our earnings of loans on nonaccrual status. The net of capitalized loan costs and fees are amortized into interest income on loans.
Average Balances, Income and Expenses, Yields and Rates
For the Three Months Ended September 30,
Income/
Yield/
Expense
Rate(1)
Interest-earning assets
Federal funds sold and interest-bearing
deposits with banks
162,092
0.15
111,169
2.37
Investment securities, taxable
77,365
1.34
83,183
538
2.57
Investment securities, nontaxable(2)
7,136
64
3.55
5,097
3.94
Loans(3)
2,088,746
4.39
1,840,450
4.92
Total interest-earning assets
2,335,339
23,430
3.99
2,039,899
24,069
4.68
Noninterest-earning assets
104,065
109,395
2,439,404
2,149,294
Interest-bearing liabilities
NOW accounts
264,786
0.08
215,125
Savings & money market
1,021,850
1,176
0.46
899,407
4,106
1.81
Time deposits
296,186
1,167
374,200
2,144
2.27
Total interest-bearing deposits
1,582,822
0.60
1,488,732
1.71
FHLB advances and other borrowings
0.00
25,037
3.45
35,954
4.26
13,642
150
4.36
Total interest-bearing liabilities
1,618,776
0.68
1,527,411
1.76
Noninterest-bearing liabilities
601,896
428,444
Shareholders’ equity
218,732
193,439
Net interest spread
3.31
2.92
Net interest income (tax equivalent) / margin
20,652
3.52
17,292
3.36
Less: tax-equivalent adjustment(2)
(1)
Annualized for the three month period.
(2)
The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield on a taxable basis.
(3)
Includes mortgage loans held for sale.
Our net interest margin (TE) increased 16 basis points to 3.52% during the third quarter of 2020 primarily due to a reduction in cost on our interest-bearing liabilities, partially offset by the decreased yield on our interest-earning assets. Our average interest-earning assets grew by $295.4 million during the third quarter of 2020, while the average yield on these assets decreased by 69 basis points to 3.99%. In addition, our average interest-bearing liabilities grew by $91.4 million during the 2020 period while the rate on these liabilities decreased 108 basis points to 0.68%.
The increase in average interest-earning assets for the third quarter of 2020 related primarily to an increase of $248.3 million in our average loan balances combined with a $50.9 million increase in federal funds sold and interest-bearing deposits with banks. The decrease in yield on our interest earning assets was driven by a 53 basis point decrease in loan yield as the Federal Reserve reduced interest rates by 225 basis points since August 2019. These rate reductions resulted in the decreased loan yield as well as a significant decrease in yield on our federal funds sold and interest bearing-deposits with banks as well as our investment securities.
The increase in our average interest-bearing liabilities resulted primarily from a $94.1 million increase in our interest-bearing deposits at an average rate of 0.60%, a 111 basis point decrease from the third quarter of 2019, combined with an increase in subordinated debentures due to the issuance of $23 million on September 30, 2019. These increases were partially offset by a $25.0 million decrease in our FHLB advances and other borrowings.
Our net interest spread was 3.31% for the third quarter of 2020 compared to 2.92% for the same period in 2019. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The decrease in both the yield on our interest-earning assets and the rate on our interest-bearing liabilities resulted in a 39 basis point increase in our net interest spread for the 2020 period. We anticipate continued pressure on our net interest spread and net interest margin in future periods as our loan yield continues to decline due to the Federal Reserve’s 225 basis point interest rate reduction since August 2019, even as our deposit costs have been reduced to historic lows.
For the Nine Months Ended September 30,
102,951
71,539
2.41
69,966
979
1.87
76,451
1,547
2.71
6,854
144
152
3.86
2,081,034
4.49
1,781,308
4.94
2,260,805
71,304
4.21
1,934,568
68,791
4.75
107,472
96,917
2,368,277
2,031,485
248,373
309
0.17
200,211
386
0.26
984,794
6,614
0.90
843,468
11,285
1.79
314,288
4,272
375,838
6,288
1,547,455
0.97
1,419,517
1.69
41,305
335
1.08
27,136
691
3.40
Junior subordinated debentures
35,927
1,234
4.59
13,484
470
4.66
1,624,687
1.05
1,460,137
1.75
529,200
386,104
214,390
185,244
3.16
3.00
58,540
3.46
49,671
3.43
33
35
Annualized for the nine month period.
31
During the first nine months of 2020, our net interest margin (TE) increased three basis points to 3.46%, compared to 3.43% for the first nine months of 2019, driven primarily by the increase in average interest-earning assets and the decreased rate on our interest-bearing liabilities. Our average interest-earning assets grew by $326.2 million from the prior year, with the average yield decreasing by 54 basis points. Comparatively, our average interest-bearing liabilities grew by $164.6 million, while the rate on these liabilities decreased 70 basis points. The lower costs on our interest-bearing liabilities and growth in interest-earning assets, more than offset our lower yields on such assets, resulting in our higher net interest margin.
The increase in average interest earning assets for the first nine months of 2020 related primarily to a $299.7 million increase in our average loan balances combined with a $31.4 million increase in federal funds sold and interest-bearing deposits with banks. The decrease in yield on our interest-earning assets was driven by a 45 basis point decrease in our loan yield related to the interest rate reductions by the Federal Reserve. These rate reductions also resulted in a significant decrease in yield on our federal funds sold and interest bearing-deposits with banks, as well as on our investment securities
Our average interest-bearing liabilities increased by $164.6 million during the first nine months of 2020 while the cost of our interest-bearing liabilities decreased 70 basis points. The decreased cost during 2020 was driven by a 72 basis point decrease in the average rate paid on interest-bearing deposits from the average rate for 2019, which more than offset the $127.9 million increase in our average interest-bearing deposits.
Our net interest spread was 3.16% for the first nine months of 2020 compared to 3.00% for 2019. The 16 basis point increase in our net interest spread was a result of the decrease in cost on our interest-bearing liabilities, partially offset by the decrease in yield on our interest-earning assets.
Rate/Volume Analysis
Net interest income can be analyzed in terms of the impact of changing interest rates and changing volume. The following table sets forth the effect which the varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.
Three Months Ended
September 30, 2020 vs. 2019
September 30, 2019 vs. 2018
Increase (Decrease) Due to
Rate/
Volume
Rate
(2,514
(339
225
2,986
91
3,658
(252
(266
109
(16
89
304
(620
(284
(600
328
70
444
3,357
(3,386
(612
(641
3,423
611
4,191
893
(4,309
(4,016
822
287
2,481
(218
(67
245
(6
(1
920
(4,313
(606
(3,999
737
1,398
278
2,413
2,437
927
3,358
2,686
(787
(121
1,778
Net interest income, the largest component of our income, was $20.6 million for the third quarter of 2020 and $17.3 million for the third quarter of 2019, a $3.4 million, or 19.4%, increase. The increase during 2020 was driven by a $4.0 million decrease in interest expense due to lower rates on our interest-bearing liabilities, partially offset by increased volume on our deposits and subordinated debentures. In addition, interest income decreased by $641,000 due to a decrease in rates across all interest earning assets, partially offset by an increase in volume of loans and federal funds sold and interest-bearing deposits with banks.
Nine Months Ended
11,246
(6,067
(1,020
4,159
9,470
2,565
12,490
(505
(574
246
112
380
565
(1,136
(499
(1,070
(21
336
(7
11,711
(7,708
(1,488
2,515
9,695
3,013
13,178
2,672
(8,212
(1,224
(6,764
1,775
5,104
889
7,768
360
(470
(245
(355
(150
(114
783
(12
763
43
3,815
(8,690
(1,481
(6,356
1,628
5,188
881
7,697
7,896
982
8,871
8,067
(2,175
(411
5,481
32
Net interest income for the first nine months of 2020 was $58.5 million compared to $49.6 million for 2019, an $8.9 million, or 17.9%, increase. The increase was driven by a $6.4 million decrease in interest expense which was partially offset by an increase in average interest-bearing liabilities compared to the prior year period. Interest income increased $2.5 million driven by an increase in average loan balances that was partially offset by a decrease in yield on all interest earning assets.
Provision for Loan Losses
We have established an allowance for loan losses through a provision for loan losses charged as an expense on our consolidated statements of income. We review our loan portfolio periodically to evaluate our outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. Please see the discussion included in Note 4 – Loans and Allowance for Loan Losses for a description of the factors we consider in determining the amount of the provision we expense each period to maintain this allowance.
For the three and nine months ended September 30, 2020, we incurred a noncash expense related to the provision for loan losses of $11.1 million and $27.3 million, respectively, which resulted in an allowance for loan losses of $42.2 million, or 2.03% of gross loans. Comparatively, our provision for loan losses was $650,000 and $1.3 million for the three and nine months ended September 30, 2019, respectively, resulting in an allowance for loan losses of $15.8 million, or 0.86% of gross loans. The increased provision during 2020 was driven by qualitative environmental factors related to the uncertain economic and business conditions at the national, regional and local levels at September 30, 2020. Reported cases of COVID-19 are rising in each of our markets, the likelihood of a widely distributed vaccine has been delayed until late 2021 and payment relief programs are ending. Recently, the reported number of permanent job losses are shown to be increasing across all industries, and there is much uncertainty in the political realm. In addition, the number of modified loans in our portfolio is higher than many peer banks, and our nonperforming assets have increased to 0.42% of total assets at September 30, 2020, compared to 0.36% at June 30, 2020 and 0.30% at December 31, 2019.
Also, the tourism and hospitality industries have been deeply impacted by the pandemic. Of the $104.0 million of restaurant and hotel loans in our portfolio at September 30, 2020, $74.0 million, or 71.1%, requested deferral arrangements with 47.2% remaining in a deferral arrangement at the end of the third quarter. While the hotel industry has seen some improvement in the past 90 days, the fourth quarter is typically a slower time for leisure travel with the exception of a few weeks of holiday travel. Business travel is not expected to resume to pre-COVID levels until the latter part of 2021 and into 2022 which will further strain hotel and restaurant owners who have exhausted their reserves in the past six months, and new hotel openings are being delayed until at least the first quarter of 2021 due to the projected weak demand.
Noninterest Income
The following table sets forth information related to our noninterest income.
Noninterest income increased $3.2 million, or 72.5%, for the third quarter of 2020 as compared to the same period in 2019. The increase in total noninterest income resulted primarily from the following:
Mortgage banking income increased by $3.2 million, or 105.5%, driven by higher mortgage origination volume due to the favorable interest rate environment for mortgage loans.
Other income increased by $37,000, or 11.4%, related to higher loan and wire transfer fees.
Offsetting the above increases were decreases in service fees on deposit accounts which are directly related to the impact of COVID-19 as we have waived certain service fees in an effort to assist our clients during this time.
Noninterest income increased $9.2 million, or 80.4%, during the first nine months of 2020 as compared to the same period in 2019. The increase in total noninterest income resulted primarily from increased mortgage banking income due to the favorable interest rate envrionment, income from bank owned life insurance and other income, which includes net SBA lender fee income of $2.2 million related to PPP loans originated and sold to a third party during the second quarter of 2020.
The following table sets forth information related to our noninterest expenses.
Total noninterest expense
Noninterest expense was $14.2 million for the third quarter of 2020, a $2.7 million, or 23.5%, increase from noninterest expense of $11.5 million for the third quarter of 2019. The increase in noninterest expenses was driven primarily by the following:
Compensation and benefits expense increased $1.2 million, or 16.0%, relating primarily to increases in base compensation, mortgage commissions and benefits expenses.
Occupancy expense increased $186,000, or 13.1%, primarily related to opening new office space in Summerville, SC and Greensboro, NC during the second half of 2019 as well as expanding our current office space in Atlanta during the third quarter of 2020.
Real estate owned expenses increased $673,000 primarily due to a valuation adjustment on one commercial property.
Outside service and data processing fees increased by $152,000, or 14.2%, primarily due to increased electronic banking and software licensing costs.
Professional fees increased $169,000, or 42.4%, largely due to increases in legal expenses, loan appraisals and attorney costs and professional fees related to mortgage originations.
Noninterest expense was $39.2 million for the first nine months of 2020, a $5.7 million, or 17.0%, increase from the prior year. The increase in total noninterest expense resulted primarily from increases in compensation and benefits, occupancy, real estate owned expenses, outside service and data processing costs and professional fees, as noted above.
Our efficiency ratio was 50.3% for the third quarter of 2020 compared to 53.0% for 2019. The efficiency ratio represents the percentage of one dollar of expense required to be incurred to earn a full dollar of revenue and is computed by dividing noninterest expense by the sum of net interest income and noninterest income. The improvement during the 2020 period relates primarily to the increase in mortgage banking income.
We incurred income tax expense of $721,000 and $2.1 million for the third quarters of 2020 and 2019, respectively, and $3.0 million and $5.7 million for the nine months ended September 30, 2020 and 2019, respectively. Our effective tax rate was 23.5% and 21.6% for the first nine months of 2020 and 2019, respectively. The higher tax rate in 2020 relates to the greater impact of various employee stock option transactions that occurred during the 2019 period.
Balance Sheet Review
Investment Securities
At September 30, 2020, the $90.6 million in our investment securities portfolio represented approximately 3.7% of our total assets. Our available for sale investment portfolio included U.S. government agency securities, SBA securities, state and political subdivisions, asset-backed securities and mortgage-backed securities with a fair value of $88.0 million and an amortized cost of $86.9 million, resulting in an unrealized gain of $1.1 million. At December 31, 2019, the $74.6 million in our investment securities portfolio represented approximately 3.3% of our total assets, including investment securities with a fair value of $67.7 million and an amortized cost of $68.1 million for an unrealized loss of $377,000.
Since loans typically provide higher interest yields than other types of interest earning assets, a substantial percentage of our earning assets are invested in our loan portfolio. Average loans excluding mortgage loans held for sale for the nine months ended September 30, 2020 and 2019 were $2.08 billion and $1.78 billion, respectively. Before the allowance for loan losses, total loans outstanding at September 30, 2020 and December 31, 2019 were $2.08 billion and $1.94 billion, respectively.
The principal component of our loan portfolio is loans secured by real estate mortgages. As of September 30, 2020, our loan portfolio included $1.75 billion, or 84.3%, of real estate loans, compared to $1.61 billion, or 82.8%, at December 31, 2019. Most of our real estate loans are secured by residential or commercial property. We obtain a security interest in real estate, in addition to any other available collateral, in order to increase the likelihood of the ultimate repayment of the loan. Generally, we limit the loan-to-value ratio on loans to coincide with the appropriate regulatory guidelines. We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral and business types. Home equity lines of credit totaled $161.8 million as of September 30, 2020, of which approximately 46% were in a first lien position, while the remaining balance was second liens. At December 31, 2019 our home equity lines of credit totaled $179.7 million of which approximately 44% were in first lien positions with the remaining balance in second liens. The average loan had a balance of approximately $84,000 and a loan to value of 64% as of September 30, 2020, compared to an average loan balance of $90,000 and a loan to value of approximately 68% as of December 31, 2019. Further, 0.7% and 0.4% of our total home equity lines of credit were over 30 days past due as of September 30, 2020 and December 31, 2019, respectively.
Following is a summary of our loan composition at September 30, 2020 and December 31, 2019. During the first nine months of 2020, our loan portfolio increased by $135.0 million, or 6.9%, with a 4.5% increase in commercial loans and an 11.8% increase in consumer loans during the period. The majority of the increase was in loans secured by real estate. Our consumer real estate portfolio includes high quality 1-4 family consumer real estate loans. Our average consumer real estate loan currently has a principal balance of $417,000, a term of 18 years, and an average rate of 4.02% as of September 30, 2020, compared to a principal balance of $386,000, a term of 14 years, and an average rate of 4.46% as of December 31, 2019.
100.0%
Nonperforming assets include real estate acquired through foreclosure or deed taken in lieu of foreclosure and loans on nonaccrual status. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance with the loan terms and to show capacity to continue performing into the future before that loan can be placed back on accrual status. As of September 30, 2020 and December 31, 2019, we had no loans 90 days past due and still accruing.
1,403
423
3,150
2,260
Total nonaccrual loans
At September 30, 2020, nonperforming assets were $10.4 million, or 0.42% of total assets and 0.50% of gross loans. Comparatively, nonperforming assets were $6.8 million, or 0.30% of total assets and 0.35% of gross loans at December 31, 2019. Nonaccrual loans increased $2.0 million during the first nine months of 2020 due primarily to $7.8 million of new loans on nonaccrual combined with $2.5 million of nonaccrual loans paid off and $3.3 million of loans charged off or transferred to real estate owned. The amount of foregone interest income on the nonaccrual loans in the first nine months of 2020 and 2019 was approximately $204,000 and $28,000, respectively.
At September 30, 2020 and 2019, the allowance for loan losses represented 482.4% and 225.5% of the total amount of nonperforming loans, respectively. A significant portion, or approximately 98%, of nonperforming loans at September 30, 2020 was secured by real estate. We have evaluated the underlying collateral on these loans and believe that the collateral on these loans is sufficient to minimize future losses.
As a general practice, most of our loans are originated with relatively short maturities of less than ten years. As a result, when a loan reaches its maturity we frequently renew the loan and thus extend its maturity using similar credit standards as those used when the loan was first originated. Due to these loan practices, we may, at times, renew loans which are classified as nonaccrual after evaluating the loan’s collateral value and financial strength of its guarantors. Nonaccrual loans are renewed at terms generally consistent with the ultimate source of repayment and rarely at reduced rates. In these cases, we will generally seek additional credit enhancements, such as additional collateral or additional guarantees to further protect the loan. When a loan is no longer performing in accordance with its stated terms, we will typically seek performance under the guarantee.
In addition, at September 30, 2020, 84.3% of our loans were collateralized by real estate and 90% of our impaired loans were secured by real estate. We utilize third party appraisers to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require us to obtain updated appraisals on an annual basis, either through a new external appraisal or an appraisal evaluation. Impaired loans are individually reviewed on a quarterly basis to determine the level of impairment. As of September 30, 2020, we did not have any impaired real estate loans carried at a value in excess of the appraised value. We typically charge-off a portion or create a specific reserve for impaired loans when we do not expect repayment to occur as agreed upon under the original terms of the loan agreement.
At September 30, 2020, impaired loans totaled $14.0 million, for which $5.6 million of these loans had a reserve of approximately $1.8 million allocated in the allowance. During the first nine months of 2020, the average recorded investment in impaired loans was approximately $13.0 million. Comparatively, impaired loans totaled $12.0 million at December 31, 2019 for which $4.7 million of these loans had a reserve of approximately $1.4 million allocated in the allowance. During 2019, the average recorded investment in impaired loans was approximately $12.3 million.
We consider a loan to be a TDR when the debtor experiences financial difficulties and we provide concessions such that we will not collect all principal and interest in accordance with the original terms of the loan agreement. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. As of September 30, 2020, we determined that we had loans totaling $9.5 million that we considered TDRs compared to $9.3 million as of December 31, 2019. The increase during the first nine months of 2020 was driven by five client relationships with loans totaling $3.5 million that were modified due to the COVID-19 pandemic and considered to be TDRs due to experiencing financial difficulty prior to the COVID-19 pandemic.
The allowance for loan losses was $42.2 million and $15.8 million at September 30, 2020 and 2019, respectively, or 2.03% of outstanding loans at September 30, 2020 and 0.86% of outstanding loans at September 30, 2019. At December 31, 2019, our allowance for loan losses was $16.6 million, or 0.86% of outstanding loans.
During the nine months ended September 30, 2020, we charged-off $2.4 million of loans and recorded $690,000 of recoveries on loans previously charged-off, for net charge-offs of $1.7 million. Comparatively, we charged-off $1.2 million of loans and recorded $76,000 of recoveries on loans previously charged-off, resulting in net charge-offs of $1.2 million for the first nine months of 2019. The $25.6 million increase in the allowance for loan losses during the first nine months of 2020 is driven by the impact of the COVID-19 pandemic and qualitative adjustment factors related to the uncertain economic conditions at both the national and regional levels at September 30, 2020, such as the continued impact of the pandemic on the tourism and hospitality industries, an increase in permanent job losses, and uncertainty in the political realm. We expect economic uncertainty to continue for [at least] the next few quarters which may result in a significant increase to the allowance for loan losses for the remainder of 2020 and into 2021.
Following is a summary of the activity in the allowance for loan losses.
Provision
2,300
(1,515
95
(1,420
Deposits and Other Interest-Bearing Liabilities
Our primary source of funds for loans and investments is our deposits and advances from the FHLB. In the past, we have chosen to obtain a portion of our certificates of deposits from areas outside of our market in order to obtain longer term deposits than are readily available in our local market. Our internal guidelines regarding the use of brokered CDs limit our brokered CDs to 20% of total deposits. In addition, we do not obtain time deposits of $100,000 or more through the Internet. These guidelines allow us to take advantage of the attractive terms that wholesale funding can offer while mitigating the related inherent risk.
Our retail deposits represented $2.13 billion, or 97.9% of total deposits at September 30, 2020, while our out-of-market, or brokered, deposits represented $46.5 million, or 2.1% of our total deposits at September 30, 2020. At December 31, 2019, retail deposits represented $1.81 billion, or 96.4% of our total deposits, and brokered CDs were $67.4 million, representing 3.6% of our total deposits. Our loan-to-deposit ratio was 95% at September 30, 2020 and 104% at December 31, 2019.
The following is a detail of our deposit accounts:
Non-interest bearing
575,195
397,331
Interest bearing:
284,490
228,680
Money market accounts
1,025,518
898,923
Savings
23,837
16,258
Time, less than $100,000
38,510
47,941
Time and out-of-market deposits, $100,000 and over
233,506
286,991
Total deposits
During the past 12 months, we continued our focus on increasing core deposits, which exclude out-of-market deposits and time deposits of $250,000 or more, in order to provide a relatively stable funding source for our loan portfolio and other earning assets. Our core deposits were $2.01 billion and $1.66 billion at September 30, 2020, and December 31, 2019, respectively.
38
The following table shows the average balance amounts and the average rates paid on deposits.
Noninterest-bearing demand deposits
490,343
354,334
Interest-bearing demand deposits
963,885
0.92
828,083
Savings accounts
20,909
0.05
15,385
0.06
Time deposits less than $100,000
42,649
1.49
62,463
1.92
Time deposits greater than $100,000
272,026
1.86
313,375
2.30
2,038,185
0.73
1,773,851
1.35
During the first nine months of 2020, our average transaction account balances increased by $325.5 million, or 23.3%, from the prior year, while our average time deposit balances decreased by $61.2 million, or 16.3%.
All of our time deposits are certificates of deposits. The maturity distribution of our time deposits of $100,000 or more at September 30, 2020 was as follows:
Three months or less
74,972
Over three through six months
81,220
Over six through twelve months
52,333
Over twelve months
24,981
Included in time deposits of $100,000 or more at September 30, 2020 is $46.5 million of wholesale CDs scheduled to mature within the next 12 months at a weighted average rate of 1.86%. Time deposits that meet or exceed the FDIC insurance limit of $250,000 at September 30, 2020 and December 31, 2019 were $169.1 million and $220.1 million, respectively.
Liquidity and Capital Resources
Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control. We have not experienced any unusual pressure on our deposit balances or our liquidity position as a result of the COVID-19 pandemic.
At September 30, 2020 and December 31, 2019, cash and cash equivalents totaled $162.9 million and $127.8 million, respectively, or 6.6% and 5.6% of total assets, respectively. Our investment securities at September 30, 2020 and December 31, 2019 amounted to $90.6 million and $74.6 million, respectively, or 3.7% and 3.3% of total assets, respectively. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner.
Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, loan payoffs, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. We maintain five federal funds purchased lines of credit with correspondent banks totaling $118.5 million for which there were no borrowings against the lines of credit at September 30, 2020.
We are also a member of the FHLB, from which applications for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at September 30, 2020 was $540.5 million, based on the Bank’s $2.0 million investment in FHLB stock, as well as qualifying mortgages available to secure any future borrowings. However, we are able to pledge additional securities to the FHLB in order to increase our available borrowing capacity. In addition, at September 30, 2020 and December 31, 2019 we had $204.3 million and $238.1 million, respectively, of letters of credit outstanding with the FHLB to secure client deposits.
We also have a line of credit with another financial institution for $15.0 million, which was unused at September 30, 2020. The line of credit was renewed on June 29, 2020 at an interest rate of LIBOR plus 3.50% and a maturity date of December 31, 2021.
We believe that our existing stable base of core deposits, federal funds purchased lines of credit with correspondent banks, and borrowings from the FHLB will enable us to successfully meet our long-term liquidity needs. However, as short-term liquidity needs arise, we have the ability to sell a portion of our investment securities portfolio to meet those needs.
Total shareholders’ equity was $218.7 million at September 30, 2020 and $205.9 million at December 31, 2019. The $12.9 million increase from December 31, 2019 is primarily related to net income of $9.7 million during the first nine months of 2020, stock option exercises and expenses of $2.0 million, and $1.2 million in other comprehensive income.
The following table shows the return on average assets (net income divided by average total assets), return on average equity (net income divided by average equity), equity to assets ratio (average equity divided by average assets), and tangible common equity ratio (total equity less preferred stock divided by total assets) annualized for the three months ended September 30, 2020 and the year ended December 31, 2019. Since our inception, we have not paid cash dividends.
Return on average assets
0.36
Return on average equity
4.03
14.72
Return on average common equity
Average equity to average assets ratio
8.97
9.16
Tangible common equity to assets ratio
8.82
9.08
Under the capital adequacy guidelines, regulatory capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available for sale, minus certain intangible assets. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type of asset. Tier 2 capital consists of Tier 1 capital plus the general reserve for loan losses, subject to certain limitations. We are also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio.
Regulatory capital rules adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to Basel III, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies other than “small bank holding companies,” generally holding companies with consolidated assets of less than $3 billion (such as the Company). In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of our minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1, but the buffer applies to all three measurements (common equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer consists of an additional amount of CET1 equal to 2.5% of risk-weighted assets.
To be considered “well-capitalized” for purposes of certain rules and prompt corrective action requirements, the Bank must maintain a minimum total risked-based capital ratio of at least 10%, a total Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, and a leverage ratio of at least 5%. As of September 30, 2020, our capital ratios exceed these ratios and we remain “well capitalized.”
The following table summarizes the capital amounts and ratios of the Bank and the regulatory minimum requirements.
For capital
To be well capitalized
adequacy purposes
under prompt
minimum plus the
corrective
capital conservation
action provisions
Actual
buffer
minimum
Ratio
Total Capital (to risk weighted assets)
269,975
13.71%
206,764
10.50%
196,918
10.00%
Tier 1 Capital (to risk weighted assets)
245,143
12.45%
167,380
8.50%
157,535
8.00%
Common Equity Tier 1 Capital (to risk weighted assets)
137,843
7.00%
127,997
6.50%
Tier 1 Capital (to average assets)
10.05%
97,534
4.00%
121,918
5.00%
250,847
13.31%
197,935
188,510
234,205
12.42%
160,233
150,807
131,957
122,531
10.80%
86,772
108,465
The following table summarizes the capital amounts and ratios of the Company and the minimum regulatory requirements.
278,717
14.15%
N/A
230,884
11.72%
217,884
11.06%
9.47%
41
258,800
13.73%
219,158
11.63%
206,158
10.94%
10.10%
Under the Federal Reserve’s Small Bank Holding Company Policy Statement, the Company is not subject to the minimum capital adequacy and capital conservation buffer capital requirements at the holding company level, unless otherwise advised by the Federal Reserve (such capital requirements are applicable only at the Bank level). Although the minimum regulatory capital requirements are not applicable to the Company, we calculate these ratios for our own planning and monitoring purposes.
The ability of the Company to pay cash dividends is dependent upon receiving cash in the form of dividends from the Bank. The dividends that may be paid by the Bank to the Company are subject to legal limitations and regulatory capital requirements. Since our inception, we have not paid cash dividends.
Effect of Inflation and Changing Prices
The effect of relative purchasing power over time due to inflation has not been taken into account in our consolidated financial statements. Rather, our financial statements have been prepared on an historical cost basis in accordance with generally accepted accounting principles.
Unlike most industrial companies, our assets and liabilities are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on our performance than will the effect of changing prices and inflation in general. In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude. As discussed previously, we seek to manage the relationships between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation.
Off-Balance Sheet Risk
Commitments to extend credit are agreements to lend money to a client as long as the client has not violated any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At September 30, 2020, unfunded commitments to extend credit were $479.4 million, of which $111.1 million were at fixed rates and $368.3 million were at variable rates. At December 31, 2019, unfunded commitments to extend credit were $426.6 million, of which approximately $105.0 million were at fixed rates and $321.7 million were at variable rates. A significant portion of the unfunded commitments related to consumer home equity lines of credit. We evaluate each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. The type of collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.
At September 30, 2020 and December 31, 2019, there were commitments under letters of credit for $9.6 million and $9.9 million, respectively. The credit risk and collateral involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.
Except as disclosed in this report, we are not involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements or transactions that could result in liquidity needs or other commitments that significantly impact earnings.
Market Risk and Interest Rate Sensitivity
Market risk is the risk of loss from adverse changes in market prices and rates, which principally arises from interest rate risk inherent in our lending, investing, deposit gathering, and borrowing activities. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not generally arise in the normal course of our business.
We actively monitor and manage our interest rate risk exposure in order to control the mix and maturities of our assets and liabilities utilizing a process we call asset/liability management. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities in order to minimize potentially adverse impacts on earnings from changes in market interest rates. Our asset/liability management committee (“ALCO”) monitors and considers methods of managing exposure to interest rate risk. We have both an internal ALCO consisting of senior management that meets at various times during each month and a board ALCO that meets monthly. The ALCOs are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.
As of September 30, 2020, the following table summarizes the forecasted impact on net interest income using a base case scenario given upward and downward movements in interest rates of 100, 200, and 300 basis points based on forecasted assumptions of prepayment speeds, nominal interest rates and loan and deposit repricing rates. Estimates are based on current economic conditions, historical interest rate cycles and other factors deemed to be relevant. However, underlying assumptions may be impacted in future periods which were not known to management at the time of the issuance of the Consolidated Financial Statements. Therefore, management’s assumptions may or may not prove valid. No assurance can be given that changing economic conditions and other relevant factors impacting our net interest income will not cause actual occurrences to differ from underlying assumptions. In addition, this analysis does not consider any strategic changes to our balance sheet which management may consider as a result of changes in market conditions.
Change in net interest
Interest rate scenario
income from base
Up 300 basis points
14.86%
Up 200 basis points
9.56%
Up 100 basis points
4.34%
Base
Down 100 basis points
(2.61)%
Down 200 basis points
(3.34)%
Down 300 basis points
(4.57)%
Critical Accounting Policies
We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our audited consolidated financial statements as of December 31, 2019, as filed in our Annual Report on Form 10-K.
Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Our Critical Accounting Policies are the allowance for loan losses, fair value of financial instruments and income taxes. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations. A brief discussion of each of these areas appears in our 2019 Annual Report on Form 10-K. During the first nine months of 2020, we did not significantly alter the manner in which we applied our Critical Accounting Policies or developed related assumptions and estimates.
Accounting, Reporting, and Regulatory Matters
See Note 1 – Nature of Business and Basis of Presentation in the accompanying condensed notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the nine months ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
We are a party to claims and lawsuits arising in the course of normal business activities. Management is not aware of any material pending legal proceedings against the Company which, if determined adversely, would have a material adverse impact on the company’s financial position, results of operations or cash flows.
Item 1A. RISK FACTORS.
Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Warning Regarding Forward-Looking Statements” and set forth in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Except as set forth in Part II, Item 1A of the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and filed with the SEC on April 28, 2020, which is incorporated herein by this reference, there have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 2, 2020.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a)
Not applicable.
(b)
(c)
Issuer Purchases of Registered Equity Securities
The following table reflects share repurchase activity during the third quarter of 2020:
(d) Maximum
(c) Total
Number (or
Number of
Approximate
Shares (or
Dollar Value) of
Units)
(a) Total
Purchased as
Units) that May
Part of Publicly
Yet Be
(b) Average
Announced
Purchased
Price Paid per
Plans or
Under the Plans
Period
Share (or Unit)
Programs
or Programs
July 1 – July 31
383,650
August 1 – August 31
September 1 – September 30
383,650*
*On March 11, 2020, the Company announced a share repurchase plan allowing us to repurchase up to 383,650 shares of our common stock (the “Repurchase Plan”). As of September 30, 2020, we have not repurchased any of the shares authorized for repurchase under the Repurchase Plan. The Company is not obligated to purchase any such shares under the Repurchase Plan, and the Repurchase Plan may be discontinued, suspended or restarted at any time; however, repurchases under the Repurchase Plan after December 31, 2020 would require additional approval of our Board of Directors and the Federal Reserve.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
None.
Item 4. MINE SAFETY DISCLOSURES.
Item 5. OTHER INFORMATION.
Amendments to Bylaws.
On October 27, 2020, our Board of Directors amended the Company’s Amended and Restated Bylaws to delete the mandatory retirement age of directors found in Article 3, Section 6, to more closely mirror the director qualification provisions found in the Bank’s Bylaws. A copy of the Amendment to Amended and Restated Bylaws dated October 27, 2020 is attached hereto as Exhibit 3.1.
Appointment of Director.
On October 27, 2020, following the enactment of the Amendment to Company’s Amended and Restated Bylaws referenced immediately above, our Board of Directors appointed Tecumseh “Tee” Hooper, Jr. as a Class III director to fill the vacancy caused by his ineligibility to serve as a Company director following the expiration of his prior term as a director as of the Company’s annual shareholder meeting held on May 12, 2020. Mr. Hooper was ineligible at that time for re-election due to his age exceeding the mandatory retirement age previously set forth in Article 3, Section 6 of the Company’s Amended and Restated Bylaws as then in effect. Mr. Hooper’s current term as a director, following his appointment, will end at the Company’s 2021 annual shareholder meeting.
Biographical and other information about Mr. Hooper that is required to be disclosed is contained in the Company’s Proxy Statement filed with the SEC on March 30, 2020, which is incorporated herein by reference. The Company expects that Mr. Hooper will be re-appointed to the (i) Audit, (ii) Personnel, Nominating & Corporate Governance and (iv) Finance Committees. Mr. Hooper is not a party to any transaction that would be required to be disclosed under Section 404(a) of Regulation S-K.
Item 6. EXHIBITS.
The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Index to Exhibits attached hereto and are incorporated herein by reference.
INDEX TO EXHIBITS
Exhibit
Description
Amendment to Amended and Restated Bylaws
31.1
Rule 13a-14(a) Certification of the Principal Executive Officer.
31.2
Rule 13a-14(a) Certification of the Principal Financial Officer.
Section 1350 Certifications.
101
The following materials from the Quarterly Report on Form 10-Q of Southern First Bancshares, Inc. for the quarter ended September 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SOUTHERN FIRST BANCSHARES, INC.
Registrant
Date: November 2, 2020
/s/ R. Arthur Seaver, Jr.
R. Arthur Seaver, Jr.
Chief Executive Officer (Principal Executive Officer)
/s/ Michael D. Dowling
Michael D. Dowling
Chief Financial Officer (Principal Financial and Accounting Officer)
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