BANK OF SOUTH CAROLINA CORP - Quarter Report: 2019 March (Form 10-Q)

Inputs

Valuation Technique

Unobservable Input

General Range of Inputs

Impaired Loans

Appraisal Value/ Comparison Sales/Other Estimates

Appraisals and/or Sales of Comparable Properties

Appraisals Discounted 10% to 20% for Sales Commissions and Other Holding Costs

Other Real Estate Owned

Appraisal Value/ Comparison Sales/Other Estimates

Appraisals and/or Sales of Comparable Properties

Appraisals Discounted 10% to 20% for Sales Commissions and Other Holding Costs

United States
Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2019

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-27702

Bank of South Carolina Corporation

(Exact name of registrant issuer as specified in its charter)

South Carolina		57-1021355
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification Number)

256 Meeting Street, Charleston, SC 29401

(Address of principal executive offices)

(843) 724-1500

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer	☐
Non-accelerated filer ☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)	Emerging growth company	☐

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

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

As of April 15, 2019, there were 5,516,725 Common Shares outstanding.

Part I. Financial Information		Page

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets – March 31, 2019 and December 31, 2018		3
Consolidated Statements of Income – Three months ended March 31, 2019 and 2018		4
Consolidated Statements of Comprehensive Income – Three months ended March 31, 2019 and 2018		5
Consolidated Statements of Shareholders’ Equity – Three months ended March 31, 2019 and 2018		6
Consolidated Statements of Cash Flows – Three months ended March 31, 2019 and 2018		7
Notes to Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Off-Balance Sheet Arrangements		25
Liquidity		26
Capital Resources		26

Item 3. Quantitative and Qualitative Disclosures About Market Risk		27

Item 4. Controls and Procedures		27

Part II. Other Information

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosure	28
Item 5.	Other Information	28
Item 6.	Exhibits	28

Signatures		30
Certifications		31

Part I. Financial Information

Item 1. Financial Statements

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

	(Unaudited) March 31, 2019			(Audited) December 31, 2018
ASSETS
Cash and due from banks	$	7,022,081		$	6,325,457
Interest-bearing deposits at the Federal Reserve		20,299,857			25,506,784
Investment securities available for sale		117,401,729			119,668,874
Mortgage loans to be sold		2,437,420			1,199,438
Loans		275,098,274			274,664,267
Less: Allowance for loan losses		(3,989,422	)		(4,214,331	)
Net loans		271,108,852			270,449,936
Premises, equipment and leasehold improvements, net		2,349,761			2,335,207
Right of use asset		7,276,714			—
Accrued interest receivable		1,498,839			1,561,915
Other assets		2,428,569			2,087,587

Total assets	$	431,823,822		$	429,135,198

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Non-interest bearing demand	$	130,134,823		$	130,940,138
Interest bearing demand		98,760,864			94,207,731
Money market accounts		83,929,809			87,300,433
Time deposits over $250,000		8,553,197			15,909,991
Other time deposits		19,025,602			18,558,734
Other savings deposits		34,973,887			35,461,361
Total deposits		375,378,182			382,378,388

Accrued interest payable and other liabilities		1,837,695			1,294,249
Lease liability		7,276,714			—
Total liabilities		384,492,591			383,672,637

Shareholders’ equity
Common stock - no par 12,000,000 shares authorized; Issued 5,783,282 shares at March 31, 2019 and 5,777,474 shares at December 31, 2018. Shares outstanding 5,516,725 and 5,510,917 at March 31, 2019 and December 31, 2018, respectively.		—			—
Additional paid in capital		46,927,880			46,857,734
Retained earnings		3,456,884			2,650,296
Treasury stock: 266,557 shares at March 31, 2019 and December 31, 2018		(2,268,264	)		(2,268,264	)
Accumulated other comprehensive loss, net of income taxes		(785,269	)		(1,777,205	)
Total shareholders’ equity		47,331,231			45,462,561

Total liabilities and shareholders’ equity	$	431,823,822		$	429,135,198

See accompanying notes to consolidated financial statements.

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended March 31,
	2019		2018
Interest and fee income
Loans, including fees	$	3,951,719	$	3,558,986
Taxable securities		463,454		470,503
Tax-exempt securities		161,721		228,067
Other		115,939		62,453
Total interest and fee income		4,692,833		4,320,009

Interest expense
Deposits		243,758		109,830
Total interest expense		243,758		109,830

Net interest income		4,449,075		4,210,179
Provision for loan losses		10,000		55,000
Net interest income after provision for loan losses		4,439,075		4,155,179

Other income
Service charges and fees		279,933		295,291
Mortgage banking income		123,662		139,915
Gain on sales of securities		—		4,348
Other non-interest income		5,188		8,391
Total other income		408,783		447,945

Other expense
Salaries and employee benefits		1,656,524		1,572,720
Net occupancy expense		387,132		383,332
Other operating expenses		615,705		685,782
Total other expense		2,659,361		2,641,834

Income before income tax expense		2,188,497		1,961,290
Income tax expense		499,233		349,060

Net income	$	1,689,264	$	1,612,230

Weighted average shares outstanding
Basic		5,514,413		5,489,087
Diluted		5,592,352		5,583,371

Basic income per common share	$	0.31	$	0.29
Diluted income per common share	$	0.30	$	0.29

See accompanying notes to consolidated financial statements.

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
Net income	$	1,689,264		$	1,612,230
Other comprehensive income
Unrealized gain (loss) on securities arising during the period		1,255,615			(1,336,941	)
Reclassification adjustment for securities gains realized in net income		—			(4,348	)
Other comprehensive income (loss) before tax		1,255,615			(1,341,289	)
Income tax effect related to items of other comprehensive income before tax		(263,679	)		293,291
Other comprehensive income (loss) after tax		991,936			(1,047,998	)
Total comprehensive income	$	2,681,200		$	564,232

See accompanying notes to consolidated financial statements.

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018 (UNAUDITED)

	Additional Paid in Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
December 31, 2018	$	46,857,734	$	2,650,296		$	(2,268,264	)	$	(1,777,205	)	$	45,462,561
Net income		—		1,689,264			—			—			1,689,264
Other comprehensive income		—		—			—			991,936			991,936
Exercise of stock options		51,265		—			—			—			51,265
Stock-based compensation expense		18,881		—			—			—			18,881
Cash dividends ($0.16 per common share)		—		(882,676	)		—			—			(882,676	)
March 31, 2019	$	46,927,880	$	3,456,884		$	(2,268,264	)	$	(785,269	)	$	47,331,231

	Additional Paid in Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
December 31, 2017	$	37,236,566	$	8,847,164		$	(2,247,415	)	$	(1,071,680	)	$	42,764,635
Net income		—		1,612,230			—			—			1,612,230
Other comprehensive loss		—		—			—			(1,047,998	)		(1,047,998	)
Exercise of stock options		18,768		—			—			—			18,768
Stock-based compensation expense		18,882		—			—			—			18,882
Cash dividends ($0.14 per common share)		—		(749,668	)		—			—			(749,668	)
Common stock dividend, 10%		9,334,342		(9,334,342	)		—			—			—
March 31, 2018	$	46,608,558	$	375,384		$	(2,247,415	)	$	(2,119,678	)	$	42,616,849

See accompanying notes to consolidated financial statements.

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
Cash flows from operating activities:
Net income	$	1,689,264		$	1,612,230
Adjustments to reconcile net income net cash provided by operating activities:
Depreciation		51,973			49,061
Gain on sale of investment securities		—			(4,348	)
Provision for loan losses		10,000			55,000
Stock-based compensation expense		18,881			18,882
Deferred income taxes		(13,563	)		(52,568	)
Net amortization of unearned discounts on investment securities available for sale		72,760			77,408
Origination of mortgage loans held for sale		(12,302,642	)		(13,589,623	)
Proceeds from sale of mortgage loans held for sale		11,064,660			12,042,961
(Increase) decrease in accrued interest receivable and other assets		(528,022	)		238,217
Increase in accrued interest payable and other liabilities		487,408			431,940
Net cash provided by operating activities		550,719			879,160

Cash flows from investing activities:
Proceeds from calls and maturities of investment securities available for sale		3,450,000			4,950,000
Proceeds from sale of investment securities available for sale		—			11,970,377
Purchase of investment securities available for sale		—			(5,000,000	)
Net (increase) decrease in loans		(668,916	)		2,082,326
Purchase of premises, equipment, and leasehold improvements, net		(66,527	)		(49,347	)
Net cash provided by investing activities		2,714,557			13,953,356

Cash flows from financing activities:
Net decrease in deposit accounts		(7,000,206	)		(12,202,736	)
Dividends paid		(826,638	)		(748,395	)
Stock options exercised		51,265			18,768
Net cash used in financing activities		(7,775,579	)		(12,932,363	)
Net (decrease) increase in cash and cash equivalents		(4,510,303	)		1,900,153
Cash and cash equivalents at the beginning of the period		31,832,241			32,520,219

Cash and cash equivalents at the end of the period	$	27,321,938		$	34,420,372

Supplemental disclosure of cash flow data:
Cash paid during the period for:
Interest	$	345,334		$	87,575

Supplemental disclosures for non-cash investing and financing activity:
Change in unrealized loss on securities available for sale, net of income taxes	$	(991,936	)	$	(1,047,998	)
Change in dividends payable	$	56,038		$	1,273
Right of use assets obtained in exchange for lease obligations	$	7,334,079		$	—
Change in right of use assets and lease liability	$	57,365		$	—

See accompanying notes to consolidated financial statements.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Nature of Business and Basis of Presentation

Organization

The Bank of South Carolina (the “Bank”) was organized on October 22, 1986 and opened for business as a state-chartered financial institution on February 26, 1987, in Charleston, South Carolina. The Bank was reorganized into a wholly-owned subsidiary of Bank of South Carolina Corporation (the “Company”), effective April 17, 1995. At the time of the reorganization, each outstanding share of the Bank was exchanged for two shares of Bank of South Carolina Corporation Stock.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. In consolidation, all significant intercompany balances and transactions have been eliminated.

References to “we”, “us”, “our”, “the Bank”, or “the Company” refer to the parent and its subsidiary that are consolidated for financial purposes.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for the interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 4, 2019. In the opinion of management, these interim financial statements present fairly, in all material respects, the Company’s consolidated financial position and results of operations for each of the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for a full year or any future period.

Accounting Estimates and Assumptions

The consolidated financial statements are prepared in conformity with GAAP, which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ significantly from these estimates and assumptions. Material estimates generally susceptible to significant change are related to the determination of the allowance for loan losses, impaired loans, other real estate owned, deferred tax assets, the fair value of financial instruments and other-than-temporary impairment of investment securities.

Reclassification

Certain amounts in the prior years’ financial statements have been reclassified to conform to the current period’s presentation. Such reclassifications had no effect on shareholders’ equity or the net income as previously reported.

Income per share

Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Dilutive income per share is computed by dividing net income by the weighted-average number of common shares and potential common shares outstanding. Potential common shares consist of dilutive stock options determined using the treasury stock method and the average market price of common stock. Retroactive recognition has been given for the effects of all stock dividends.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. We have reviewed events occurring through the date the financial statements were available to be issued and no subsequent events occurred requiring accrual or disclosure.

Recent Accounting Pronouncements

The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting and/or disclosure of financial information by the Company.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, Topic 606. The core principle of the new standard is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. This guidance also includes expanded disclosure requirements that result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to clarify guidance related to identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow- Scope Improvements and Practical Expedients, to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. These corrections make a limited number of revisions to several pieces of the revenue recognition standard issued in 2014. The guidance became effective January 1, 2018. The Company completed an assessment of revenue streams and a review of related contracts potentially affected by the ASU and, based on this assessment, the Company concluded that the ASU did not materially change the method in which the Company currently recognizes revenue for these revenue streams. As such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. The Company derives most of our income from interest on loans and investment securities that are not within the scope of Topic 606. The Company evaluated its contracts with customers and determined that further disaggregation of revenue from contracts with customers beyond what is reported in the Consolidated Statement of Income was not necessary. Performance obligations on its contracts with customers are typically met as services are rendered and the transactions are charged on a periodic basis or based on activity. The revenue streams affected by Topic 606 were service charges on deposits, interchange fees, and gains/losses on sales of other real estate owned. The performance obligation for service charges on deposits is recognized over the period of service provided. Interchange fees are transaction based fees recognized when the transaction is processed. Gains/losses on sales of other real estate owned financed by the Bank were previously evaluated on the recognition of the buyer’s initial investment. The primary consideration will be evaluated based on various factors including the loan to value, credit quality of the borrower, structure of the loan, and any other factors affecting the collectability of the loan financing the sale. Topic 606 will affect sales of other real estate owned if a significant financing component is present but did not have a material effect on the consolidated financial statements. The adoption of Topic 606 did not have an impact on the revenue recognition of these services.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10); Recognition and Measurement of Financial Instruments and Financial Liabilities. This update addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities to clarify certain aspects of the guidance issued in ASU 2016-01. The amendments became effective on January 1, 2018 and did not have a material effect on the financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which revises certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 – Leases. This update clarifies how to apply certain aspects of the new leases standard. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which gives entities another option for transition and to provide lessors with a practical expedient. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, providing narrow-scope improvements for lessors, that provides relief in the accounting for sales, use and similar taxes, the accounting for other costs paid by a lessee that may benefit a lessor, and variable payments when contracts have lease and non-lease components. The amendments became effective for January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Bank has chosen to use the effective date, January 1, 2019, as its date of initial application; therefore, the financial information will not be provided for dates or periods prior to January 1, 2019. The Bank considered all relevant contractual provisions, including renewal and termination options, and determined the remaining lease terms of each respective lease. The Bank considered past practices, market area, and contract terms of all leases and assumed all renewal options will be exercised. The weighted average remaining lease term is 18.33 years. To determine the incremental borrowing rate, the Bank used the rate of interest it would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in similar economic environment, which the Bank determined was 5.50%. The Bank does not have any finance leases or material subleases or leasing arrangements in which it is the lessor of the property or equipment. The adoption of this standard did not materially effect the change in the Bank's recognition of lease expense in future periods. For the three months ended March 31, 2019, the Bank had total lease expense of $155,992, of which $15,420 is for a short term lease. The most significant impact was the recognition of right of use assets and lease liabilities for operating leases of approximately $7.3 million on January 1, 2019.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In June 2016, the FASB issued ASU 2016-13, Financial instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for all organizations for periods beginning after December 15, 2018. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows. It will be influenced by the quality, composition, and characteristics of our loan and investment portfolios, as well as the expected economic conditions and forecasts at the time of enactment and future reporting periods.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendment became effective on January 1, 2018 and did not have a material effect on the financial statements.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which provided guidance to assist with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is intended to address concerns that the existing definition of a business has been applied too broadly and has resulted in many transactions being recorded as business acquisitions that in substance are more akin to asset acquisitions. The amendments became effective on January 1, 2018 and did not have a material effect on the financial statements.

In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, to clarify the scope of established guidance on nonfinancial asset derecognition, issued as part of ASU 2014-09, Revenue from Contracts with Customers, as well as accounting for partial sales of nonfinancial assets. The amendments conform the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. The amendments became effective on January 1, 2018 and did not have a material effect on the financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization of Purchased Callable Debt Securities, which shortens the amortization period for the premium to the earliest call date. The amendment became effective for the Company on January 1, 2019 and did not have a material effect on the financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which requires companies to reclassify the stranded effects in other comprehensive income to retained earnings as a result of the change in the tax rates under the Tax Cuts and Jobs Act (the “2017 Tax Act”). The Company adopted this pronouncement early by retrospective application to each period in which the effect of the change in the tax rate under the 2017 Tax Act is recognized. The impact of the reclassification from other comprehensive income to retained earnings was included in the Statement of Changes in Shareholders’ Equity for the year ended December 31, 2017.

In March 2018, the FASB issued ASU 2018-4, Investments—Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273 which incorporate into the Accounting Standards Codification (“ASC”) recent SEC guidance which was issued in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendments incorporate into the ASC recent SEC guidance related to the income tax accounting implications of the 2017 Tax Act. The amendments were effective upon issuance. The amendments did not have a material effect on the financial statements.

In May 2018, the FASB amended the Financial Services – Depository and Lending Topic of the ASC to remove outdated guidance related to Circular 202. The amendments were effective upon issuance and did not have a material effect on the financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments remove, modify, and add certain fair value disclosure requirements based on the concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The Company does not expect these amendments to have a material effect on its financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles and Goodwill and Other-Internal Use Software (Subtopic 350-40):Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract),which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments will be effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting. The amendments will be effective for the Company for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In October 2018, the FASB issued ASU 2018-07, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety. The amendments will be effective for the Company for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company will apply a full retrospective approach in which financial statements for each individual prior period presented and the opening balances of the earliest period presented are adjusted to reflect the period-specific effects of applying the amendments. The Company does not expect these amendments to have a material effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on our financial position, results of operations or cash flows.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2: Investment Securities

The amortized cost and fair value of investment securities available for sale are summarized as follows:

	March 31, 2019
	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED LOSSES			ESTIMATED FAIR VALUE
U.S. Treasury Notes	$	32,963,569	$	—	$	(330,559	)	$	32,633,010
Government-Sponsored Enterprises		60,642,577		77,053		(651,740	)		60,067,890
Municipal Securities		24,789,595		137,368		(226,134	)		24,700,829

Total	$	118,395,741	$	214,421	$	(1,208,433	)	$	117,401,729

	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. Treasury Notes	$	32,965,693	$	—	$	(609,059	)	$	32,356,634
Government-Sponsored Enterprises		60,684,878		—		(1,315,598	)		59,369,280
Municipal Securities		28,267,930		112,971		(437,941	)		27,942,960

Total	$	121,918,501	$	112,971	$	(2,362,598	)	$	119,668,874

The amortized cost and estimated fair value of investment securities available for sale as of March 31, 2019 and December 31, 2018, by contractual maturity are in the following table.

	March 31, 2019				December 31, 2018
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	3,806,361	$	3,808,067	$	4,246,325	$	4,249,570
Due in one year to five years		98,775,637		97,936,820		99,753,174		97,915,185
Due in five years to ten years		15,399,508		15,265,041		17,504,456		17,128,425
Due in ten years and over		414,235		391,801		414,546		375,694
Total	$	118,395,741	$	117,401,729	$	121,918,501	$	119,668,874

Securities pledged to secure deposits at both March 31, 2019 and December 31, 2018, had a fair value of $37.3 million and $41.5 million, respectively.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2019 and December 31, 2018. We believe that all unrealized losses have resulted from temporary changes in the interest rate market and not as a result of credit deterioration. We do not intend to sell and it is not likely that we will be required to sell any of the securities referenced in the table below before recovery of their amortized cost.

Less Than 12 Months								12 Months or Longer							Total
	#		Fair Value		Gross Unrealized Loss			#		Fair Value		Gross Unrealized Loss			#		Fair Value		Gross Unrealized Loss
March 31, 2019 Available for sale
U.S. Treasury Notes		—	$	—	$	—			7	$	32,633,010	$	(330,559	)		7	$	32,633,010	$	(330,559	)
Government-Sponsored Enterprises		—		—		—			11		50,008,405		(651,740	)		11		50,008,405		(651,740	)
Municipal Securities		—		—		—			29		11,391,677		(226,134	)		29		11,391,677		(226,134	)
Total		—	$	—	$	—			47	$	94,033,092	$	(1,208,433	)		47	$	94,033,092	$	(1,208,433	)

December 31, 2018 Available for sale
U.S. Treasury Notes		—	$	—	$	—			7	$	32,356,634	$	(609,059	)		7	$	32,356,634	$	(609,059	)
Government-Sponsored Enterprises		2		9,967,000		(14,302	)		11		49,402,280		(1,301,296	)		13		59,369,280		(1,315,598	)
Municipal Securities		2		1,362,286		(7,547	)		31		11,840,912		(430,394	)		33		13,203,198		(437,941	)
Total		4	$	11,329,286	$	(21,849	)		49	$	93,599,826	$	(2,340,749	)		53	$	104,929,112	$	(2,362,598	)

We received proceeds from sales of securities available for sale and gross realized gains and losses as follows:

	For the Three Months Ended March 31,
	2019		2018
Gross proceeds	$	—	$	11,970,377
Gross realized gains		—		79,143
Gross realized losses		—		(74,795	)

For the three months ended March 31, 2018, the tax provision related to these gains was $913.

Note 3: Loans and Allowance for Loan Losses

Major classifications of loans (net of deferred loan fees of $163,692 at March 31, 2019 and $156,309 at December 31, 2018) are as follows:

	March 31, 2019			December 31, 2018
Commercial	$	51,839,425		$	54,829,078
Commercial real estate:
Construction		9,268,042			7,304,300
Other		146,860,487			143,703,401
Consumer:
Real estate		62,069,547			63,787,411
Other		5,060,773			5,040,077
		275,098,274			274,664,267
Allowance for loan losses		(3,989,422	)		(4,214,331	)
Loans, net	$	271,108,852		$	270,449,936

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We had $98.7 million and $101.9 million of loans pledged as collateral to secure funding with the Federal Reserve Bank (“FRB”) Discount Window at March 31, 2019 and at December 31, 2018, respectively.

Our portfolio grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled. Our internal credit risk grading system is based on experience with similarly graded loans, industry best practices, and regulatory guidance. Our portfolio is graded in its entirety.

Our internally assigned grades pursuant to the Board-approved lending policy are as follows:

●

Excellent (1) The borrowing entity has more than adequate cash flow, unquestionable strength, strong earnings and capital where applicable, and no overdrafts.

●

Good (2) The borrowing entity has dependable cash flow, better than average financial condition, good capital and usually no overdrafts.

●

Satisfactory (3) The borrowing entity has adequate cash flow, satisfactory financial condition, explainable overdrafts (if any).

●

Watch (4) The borrowing entity has generally adequate, yet inconsistent cash flow, cyclical earnings, weak capital, loan to/from stockholders, and infrequent overdrafts. The borrower has consistent yet sometimes unpredictable sales and growth.

●

OAEM (5) The borrowing entity has marginal cash flow, occasional past dues, and frequent and unexpected working capital needs.

●

Substandard (6) The borrowing entity has a cash flow barely sufficient to service debt, deteriorated financial condition, bankruptcy possible. The borrowing entity has declining sales, rising costs, and may need to look for secondary source of repayment.

●

Doubtful (7) The borrowing entity has negative cash flow. Survival of the business is at risk, full repayment is unlikely, and there are frequent and unexplained overdrafts. The borrowing entity shows declining trends and no operating profits.

●

Loss (8) The borrowing entity has negative cash flow with no alternatives. Survival of the business is unlikely.

The following tables illustrate credit quality by class and internally assigned grades at March 31, 2019 and December 31, 2018. “Pass” includes loans internally graded as excellent, good and satisfactory.

March 31, 2019
	Commercial		Commercial Real Estate Construction		Commercial Real Estate Other		Consumer Real Estate		Consumer Other		Total

Pass	$	47,384,980	$	9,268,042	$	139,813,221	$	58,219,334	$	4,695,662	$	259,381,239
Watch		2,556,253		—		5,020,580		2,548,457		345,668		10,470,958
OAEM		172,196		—		665,531		422,004		—		1,259,731
Sub-standard		1,725,996		—		1,361,155		879,752		19,443		3,986,346
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	51,839,425	$	9,268,042	$	146,860,487	$	62,069,547	$	5,060,773	$	275,098,274

December 31, 2018
	Commercial		Commercial Real Estate Construction		Commercial Real Estate Other		Consumer Real Estate		Consumer Other		Total

Pass	$	50,663,356	$	7,304,300	$	136,804,420	$	60,480,317	$	4,726,494	$	259,978,887
Watch		1,973,675		—		4,938,711		2,077,341		226,117		9,215,844
OAEM		157,300		—		590,294		350,000		—		1,097,594
Sub-standard		2,034,747		—		1,369,976		879,753		87,466		4,371,942
Doubtful		—		—		—		—		—		—
Loss		—		—		—		—		—		—
Total	$	54,829,078	$	7,304,300	$	143,703,401	$	63,787,411	$	5,040,077	$	274,664,267

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables include an aging analysis of the recorded investment in loans segregated by class:

March 31, 2019
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable		Recorded Investment > 90 Days and Accruing
Commercial	$	49,220	$	347,824	$	—	$	397,044	$	51,442,381	$	51,839,425	$	—
Commercial Real Estate Construction		—		—		—		—		9,268,042		9,268,042		—
Commercial Real Estate Other		209,880		—		571,292		781,172		146,079,315		146,860,487		—
Consumer Real Estate		3,539		—		—		3,539		62,066,008		62,069,547		—
Consumer Other		26,199		19,112		1,076		46,387		5,014,386		5,060,773		—
Total	$	288,838	$	366,936	$	572,368	$	1,228,142	$	273,870,132	$	275,098,274	$	—

December 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable		Recorded Investment > 90 Days and Accruing
Commercial	$	266,567	$	17,492	$	229,395	$	513,454	$	54,315,624	$	54,829,078	$	—
Commercial Real Estate Construction		—		—		—		—		7,304,300		7,304,300		—
Commercial Real Estate Other		35,000		215,049		571,292		821,341		142,882,060		143,703,401		—
Consumer Real Estate		—		—		—		—		63,787,411		63,787,411		—
Consumer Other		24,621		—		—		24,621		5,015,456		5,040,077		—
Total	$	326,188	$	232,541	$	800,687	$	1,359,416	$	273,304,851	$	274,664,267	$	—

There were no loans as of March 31, 2019 and December 31, 2018 over 90 days past due and still accruing.

The following table summarizes the balances of non-accrual loans:

	Loans Receivable on Non-Accrual
	March 31, 2019		December 31, 2018
Commercial	$	16,148	$	251,219
Commercial Real Estate Construction		—		—
Commercial Real Estate Other		571,292		571,292
Consumer Real Estate		—		—
Consumer Other		1,076		1,023
Total	$	588,516	$	823,534

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables set forth the changes in the allowance for loan losses and an allocation of the allowance for loan losses by loan category for the three months ended March 31, 2019 and March 31, 2018. The allowance for loan losses consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-impaired loans and is based on historical loss experience adjusted for current economic factors.

March 31, 2019
	Commercial			Commercial Real Estate Construction		Commercial Real Estate Other		Consumer Real Estate			Consumer Other			Total
Allowance for Loan Losses
Beginning balance	$	1,665,413		$	63,876	$	1,292,346	$	386,585		$	806,111		$	4,214,331
Charge-offs		(229,395	)		—		—		—			(6,334	)		(235,729	)
Recoveries		500			—		—		—			320			820
Provisions		92,059			17,171		26,572		(8,944	)		(116,858	)		10,000
Ending balance	$	1,528,577		$	81,047	$	1,318,918	$	377,641		$	683,239		$	3,989,422

March 31, 2018
	Commercial			Commercial Real Estate Construction			Commercial Real Estate Other			Consumer Real Estate			Consumer Other			Total
Allowance for Loan Losses
Beginning balance	$	1,403,588		$	23,638		$	1,549,755		$	796,918		$	101,499		$	3,875,398
Charge-offs		(31,250	)		—			—			—			(71,843	)		(103,093	)
Recoveries		1,500			—			1,575			—			140			3,215
Provisions		(47,592	)		(12,502	)		(510,242	)		(229,843	)		855,179			55,000
Ending balance	$	1,326,246		$	11,136		$	1,041,088		$	567,075		$	884,975		$	3,830,520

The following tables present, by portfolio segment and reserving methodology, the allocation of the allowance for loan losses and the gross investment in loans.

March 31, 2019
	Commercial		Commercial Real Estate Construction		Commercial Real Estate Other		Consumer Real Estate		Consumer Other		Total
Allowance for Loan Losses
Individually evaluated for impairment	$	877,419	$	—	$	34,249	$	—	$	9,258	$	920,926
Collectively evaluated for impairment		651,158		81,047		1,284,669		377,641		673,981		3,068,496
Total Allowance for Loan Losses	$	1,528,577	$	81,047	$	1,318,918	$	377,641	$	683,239	$	3,989,422
Loans Receivable
Individually evaluated for impairment	$	1,725,995	$	—	$	1,370,606	$	879,753	$	19,444	$	3,995,798
Collectively evaluated for impairment		50,113,430		9,268,042		145,489,881		61,189,794		5,041,329		271,102,476
Total Loans Receivable	$	51,839,425	$	9,268,042	$	146,860,487	$	62,069,547	$	5,060,773	$	275,098,274

December 31, 2018
	Commercial		Commercial Real Estate Construction		Commercial Real Estate Other		Consumer Real Estate		Consumer Other		Total
Allowance for Loan Losses
Individually evaluated for impairment	$	1,132,805	$	—	$	37,416	$	—	$	21,324	$	1,191,545
Allowance for Loan Losses		532,608		63,876		1,254,930		386,585		784,787		3,022,786
Total Allowance for Loan Losses	$	1,665,413	$	63,876	$	1,292,346	$	386,585	$	806,111	$	4,214,331
Loans Receivable
Individually evaluated for impairment	$	1,996,579	$	—	$	1,280,890	$	879,753	$	21,324	$	4,178,546
Collectively evaluated for impairment		52,832,499		7,304,300		142,422,511		62,907,658		5,018,753		270,485,721
Total Loans Receivable	$	54,829,078	$	7,304,300	$	143,703,401	$	63,787,411	$	5,040,077	$	274,664,267

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2019 and December 31, 2018, loans individually evaluated and considered impaired are presented in the following table:

Impaired and Restructured Loans As of
	March 31, 2019						December 31, 2018
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Unpaid Principal Balance		Recorded Investment		Related Allowance
With no related allowance recorded:
Commercial	$	124,115	$	124,115	$	—	$	115,983	$	115,983	$	—
Commercial Real Estate Construction		—		—		—		—		—		—
Commercial Real Estate Other		867,530		967,331		—		974,249		974,249		—
Consumer Real Estate		879,753		879,753		—		879,753		879,753		—
Consumer Other		—		—		—		—		—		—
		1,871,398		1,971,199		—		1,969,985		1,969,985		—

With an allowance recorded:
Commercial		1,601,880		1,601,880		877,419		1,880,596		1,880,596		1,132,805
Commercial Real Estate Construction		—		—		—		—		—		—
Commercial Real Estate Other		503,076		303,474		34,249		406,442		306,641		37,416
Consumer Real Estate		—		—		—		—		—		—
Consumer Other		19,444		19,444		9,258		21,324		21,324		21,324
		2,142,400		1,924,798		920,926		2,308,362		2,208,561		1,191,545

Total
Commercial		1,725,995		1,725,995		877,419		1,996,579		1,996,579		1,132,805
Commercial Real Estate Construction		—		—		—		—		—		—
Commercial Real Estate Other		1,370,606		1,270,805		34,249		1,380,691		1,280,890		37,416
Consumer Real Estate		879,753		879,753		—		879,753		879,753		—
Consumer Other		19,444		19,444		9,258		21,324		21,324		21,324
	$	3,995,798	$	3,895,997	$	920,926	$	4,278,347	$	4,178,546	$	1,191,545

The following table presents average impaired loans and interest income recognized on those impaired loans, by class segment, for the periods indicated.

	For the Three Months Ended March 31,
	2019				2018
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial	$	128,965	$	2,286	$	186,580	$	2,411
Commercial Real Estate Construction		—		—		—		—
Commercial Real Estate Other		970,774		10,346		1,055,999		7,006
Consumer Real Estate		879,753		14,100		249,754		3,702
Consumer Other		—		—		—		—
		1,979,492		26,732		1,492,333		13,119

With an allowance recorded:
Commercial		1,614,020		26,114		1,570,019		25,663
Commercial Real Estate Construction		—		—		—		—
Commercial Real Estate Other		504,566		2,763		529,297		2,995
Consumer Real Estate		—		—		—		—
Consumer Other		19,653		254		31,411		439
		2,138,239		29,131		2,130,727		29,097

Total
Commercial		1,742,985		28,400		1,756,599		28,074
Commercial Real Estate Construction		—		—		—		—
Commercial Real Estate Other		1,375,539		13,109		1,585,296		10,001
Consumer Real Estate		879,753		14,100		249,754		3,702
Consumer Other		19,653		254		31,411		439
	$	4,017,930	$	55,863	$	3,623,060	$	42,216

In general, the modification or restructuring of a loan is considered a troubled debt restructuring (“TDR”) if we, for economic or legal reasons related to a borrower’s financial difficulties, grant a concession to the borrower that we would not otherwise consider. As of March 31, 2019, there was one TDR with a balance of $2,185, compared to no TDRs as of December 31, 2018. This TDR was granted extended payment terms and a lower payment at renewal. No TDRs defaulted during the three months ended March 31, 2019 and 2018, which were modified within the previous twelve months.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4: Disclosure Regarding Fair Value of Financial Statements

Fair value measurements apply whenever GAAP requires or permits assets or liabilities to be measured at fair value either on a recurring or nonrecurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs, which are developed based on market data we have obtained from independent sources, are ones that market participants would use in pricing an asset or liability. Unobservable inputs, which are developed based on the best information available in the circumstances, reflect our estimate of assumptions that market participants would use in pricing an asset or liability.

The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

●

Level 1: valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.

●

Level 2: valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.

●

Level 3: valuation is derived from other valuation methodologies, including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.

Fair value estimates are made at a specific point of time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale our entire holdings of a particular financial instrument. Because no active market exists for a significant portion of our financial instruments, fair value estimates are based on judgements regarding future expected loss experience, current economic conditions, current interest rates and prepayment trends, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. Changes in any of these assumptions used in calculating fair value also would affect significantly the estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

The following paragraphs are a description of valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis:

Investment Securities Available for Sale

Investment securities are recorded at fair value on a recurring basis and are based upon quoted prices if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, or by dealers or brokers in active over-the counter markets. Level 2 securities include mortgage backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Derivative Instruments

Derivative instruments include interest rate lock commitments and forward sale commitments. These instruments are valued based on the change in the value of the underlying loan between the commitment date and the end of the period. We classify these instruments as Level 3.

We had no embedded derivative instruments requiring separate accounting treatment. We had freestanding derivative instruments consisting of fixed rate conforming loan commitments as interest rate locks and commitments to sell fixed rate conforming loans on a best efforts basis. We do not currently engage in hedging activities. Based on short term fair value of the mortgage loans held for sale (derivative contract), our derivative instruments were immaterial to our consolidated financial statements as of March 31, 2019 and December 31, 2018.

Assets and liabilities measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018 are as follows:

Balance at March 31, 2019
	Quoted Market Price in active markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
U.S. Treasury Notes	$	32,633,010	$	—	$	—	$	32,633,010
Government-Sponsored Enterprises		—		60,067,890		—		60,067,890
Municipal Securities		—		18,962,211		5,738,618		24,700,829
Total	$	32,633,010	$	79,030,101	$	5,738,618	$	117,401,729

Balance at December 31, 2018
	Quoted Market Price in active markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
U.S. Treasury Notes	$	32,356,634	$	—	$	—	$	32,356,634
Government-Sponsored Enterprises		—		59,369,280		—		59,369,280
Municipal Securities		—		21,701,005		6,241,955		27,942,960
Total	$	32,356,634	$	81,070,285	$	6,241,955	$	119,668,874

There were no liabilities recorded at fair value on a recurring basis as of March 31, 2019 or December 31, 2018.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table reconciles the changes in assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2019 and 2018:

	2019			2018
Beginning balance	$	6,241,955		$	11,458,889
Total gains or (losses) (realized/unrealized)
Included in earnings		—			—
Included in other comprehensive income		56,663			64,807
Purchases, issuances, and settlements net of maturities		(560,000	)		(4,040,000	)
Transfers in and/or out of level 3		—			—
Ending balance	$	5,738,618		$	7,483,696

There were no transfers between fair value levels during the three months ended March 31, 2019 or 2018.

The following paragraphs are a description of valuation methodologies used for assets and liabilities recorded at fair value on a nonrecurring basis:

Other Real Estate Owned (“OREO”)

Loans secured by real estate are adjusted to the lower of the recorded investment in the loan or the fair value of the real estate upon transfer to OREO. Subsequently, OREO is carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral, or our estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraisal, we record the asset as nonrecurring Level 2. When an appraised value is not available or we determine the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we record the asset as nonrecurring Level 3.

Impaired Loans

Impaired loans are carried at the lower of recorded investment or fair value. The fair value of the collateral less estimated costs to sell is the most frequently used method. Typically, we review the most recent appraisal and if it is over 12 to 18 months old we may request a new third party appraisal. Depending on the particular circumstances surrounding the loan, including the location of the collateral, the date of the most recent appraisal and the value of the collateral relative to the recorded investment in the loan, we may order an independent appraisal immediately or, in some instances, may elect to perform an internal analysis. Specifically as an example, in situations where the collateral on a nonperforming commercial real estate loan is out of our primary market area, we would typically order an independent appraisal immediately, at the earlier of the date the loan becomes nonperforming or immediately following the determination that the loan is impaired. However, as a second example, on a nonperforming commercial real estate loan where we are familiar with the property and surrounding areas and where the original appraisal value far exceeds the recorded investment in the loan, we may perform an internal analysis whereby the previous appraisal value would be reviewed considering recent current conditions, and known recent sales or listings of similar properties in the area, and any other relevant economic trends. This analysis may result in the call for a new appraisal. These valuations are reviewed and updated on a quarterly basis.

In accordance with ASC 820 “Fair Value Measurement”, impaired loans, where an allowance is established based on the fair value of collateral, require classification in the fair value hierarchy. These impaired loans are classified as Level 3. Impaired loans measured using discounted future cash flows are not deemed to be measured at fair value.

Mortgage Loans to be Sold

Mortgage loans to be sold are carried at the lower of cost or market value. The fair values of mortgage loans to be sold are based on current market rates from investors within the secondary market for loans with similar characteristics. Carrying value approximates fair value. These loans are classified as Level 2.

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following table presents information about certain assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2019 and December 31, 2018:

March 31, 2019

		Quoted Market Price in active markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Impaired loans	$	—	$	—	$	2,216,110	$	2,216,110
Other real estate owned		—		—		—		—
Loans held for sale		—		2,437,420		—		2,437,420
Total	$	—	$	2,437,420	$	2,216,110	$	4,653,530

December 31, 2018

		Quoted Market Price in active markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Impaired loans	$	—	$	—	$	2,223,028	$	2,223,028
Other real estate owned		—		—		—		—
Loans held for sale		—		1,199,438		—		1,199,438
Total	$	—	$	1,199,438	$	2,223,028	$	3,422,466

There were no liabilities measured at fair value on a nonrecurring basis as of March 31, 2019 or December 31, 2018.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides information describing the unobservable inputs used in Level 3 fair value measurements at March 31, 2019 and December 31, 2018:

Accounting standards require disclosure of fair value information for all of our assets and liabilities that are considered financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate fair value.

Under the accounting standard, fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of the assets and liabilities that are not financial instruments. Accordingly, the aggregate fair value amounts of existing financial instruments do not represent the underlying value of those instruments on our books.

The following paragraphs describe the methods and assumptions we use in estimating the fair values of financial instruments:

a. Cash and due from banks, interest-bearing at the Federal Reserve

The carrying value approximates fair value. All mature within 90 days and do not present unanticipated credit concerns.

b. Investment securities available for sale

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.

c. Loans, net

The fair value of the Company’s loan portfolio has always included a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The Company divides its loan portfolio into the following categories: variable rate loans, impaired loans and all other loans. The results are then adjusted to account for credit risk as described above. However, under the new guidance, the Company believes a further credit risk discount must be applied through the use of a discounted cash flow model to compensate for illiquidity risk, based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan. This consideration of enhanced credit risk provides an estimated exit price for the Company’s loan portfolio.

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for impaired loans are estimated based on the fair value of the underlying collateral. Impaired loans measured using discounted future cash flows are not deemed to be measured at fair value.

d. Deposits

The estimated fair value of deposits with no stated maturity is equal to the carrying amount. The fair value of time deposits is estimated by discounting contractual cash flows, using interest rates currently being offered on the deposit products. The fair value estimates for deposits do not include the benefit that results from the low cost funding provided by the deposit liabilities as compared to the cost of alternative forms of funding (deposit base intangibles).

e. Accrued interest receivable and payable

Since these financial instruments will typically be received or paid within three months, the carrying amounts of such instruments are deemed to be a reasonable estimate of fair value.

f. Loan commitments

Estimates of the fair value of these off-balance sheet items are not made because of the short-term nature of these arrangements and the credit standing of the counterparties.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of our financial instruments as of March 31, 2019 and December 31, 2018.

Fair Value Measurements at March 31, 2019
		Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	7,022,081	$	7,022,081	$	7,022,081	$	—	$	—
Interest-bearing deposits at the Federal Reserve		20,299,857		20,299,857		20,299,857		—		—
Investment securities available for sale		117,401,729		117,401,729		32,633,010		79,030,101		5,738,618
Mortgage loans to be sold		2,437,420		2,437,420		—		2,437,420		—
Loans, net		271,108,852		264,359,979		—		—		264,359,979
Accrued interest receivable		1,498,839		1,498,839		—		1,498,839		—
Financial Liabilities:
Demand deposits		347,799,383		347,799,383		—		347,799,383		—
Time deposits		27,578,799		30,789,351		—		30,789,351		—
Accrued interest payable		62,300		62,300		—		62,300		—

Fair Value Measurements at December 31, 2018
		Carrying Amount		Estimated Fair Value			Level 1			Level 2			Level 3
Financial Assets:
Cash and due from banks	$	6,325,457	$		6,325,457	$		6,325,457	$		—	$		—
Interest-bearing deposits at the Federal Reserve		25,506,784			25,506,784			25,506,784			—			—
Investment securities available for sale		119,668,874			119,668,874			32,356,634			81,070,285			6,241,955
Mortgage loans to be sold		1,199,438			1,199,438			—			1,199,438			—
Loans, net		270,449,936			263,780,751			—			—			263,780,751
Accrued interest receivable		1,561,915			1,561,915			—			1,561,915			—
Financial Liabilities:
Demand deposits		347,909,663			347,909,663			—			347,909,663			—
Time deposits		34,468,725			38,747,898			—			38,747,898			—
Accrued interest payable		163,876			163,876			—			163,876			—

Note 5: Income Per Common Share

Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding, after giving retroactive effect to a stock dividend payable May 31, 2018. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and potential common shares outstanding. Potential common shares consist of dilutive stock options determined using the treasury stock method and the average market price of common stock.

The following table is a summary of the reconciliation of average shares outstanding for the three months ended March 31:

	2019		2018
Net income	$	1,689,264	$	1,612,230

Weighted average shares outstanding		5,514,413		5,489,087
Effect of dilutive shares		77,939		94,284
Weighted average shares outstanding - diluted		5,592,352		5,583,371

Earnings per share - basic	$	0.31	$	0.29
Earnings per share - diluted	$	0.30	$	0.29

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including information included or incorporated by reference in this document, contains statements which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1934. We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996 and are including this statement for the express purpose of availing the Company of protections of such safe harbor with respect to all “forward-looking statements” contained in this Form 10-Q. Forward-looking statements may relate to, among other matters, the financial condition, results of operations, plans, objectives, future performance, and business of our Company. Forward-looking statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors that are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “continue,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, without limitations, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC and the following:

●

Risk from changes in economic, monetary policy, and industry conditions

●

Changes in interest rates, shape of the yield curve, deposit rates, the net interest margin and funding sources

●

Market risk (including net income at risk analysis and economic value of equity risk analysis) and inflation

●

Risk inherent in making loans including repayment risks and changes in the value of collateral

●

Loan growth, the adequacy of the allowance for loan losses, provisions for loan losses, and the assessment of problem loans

●

Level, composition, and re-pricing characteristics of the securities portfolio

●

Deposit growth, change in the mix or type of deposit products and services

●

Continued availability of senior management and ability to attract and retain key personnel

●

Technological changes

●

Ability to control expenses

●

Changes in compensation

●

Risks associated with income taxes including potential for adverse adjustments

●

Changes in accounting policies and practices

●

Changes in regulatory actions, including the potential for adverse adjustments

●

Recently enacted or proposed legislation

●

Reputational risk

We will undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events. In addition, certain statements in future filings with the SEC, in our press releases, and in oral and written statements, which are not statements of historical fact, constitute forward-looking statements.

Overview

Bank of South Carolina Corporation (the “Company”) is a financial institution holding company headquartered in Charleston, South Carolina, with $431.8 million in assets as of March 31, 2019 and net income of $1.7 million for the three months ended March 31, 2019. The Company offers a broad range of financial services through its wholly-owned subsidiary, The Bank of South Carolina (the “Bank”). The Bank is a state-chartered commercial bank which operates primarily in the Charleston, Dorchester and Berkeley counties of South Carolina. The Bank’s original and current concept is to be a full service financial institution specializing in personal service, responsiveness, and attention to detail to foster long standing relationships.

We derive most of our income from interest on loans and investments (interest-earning assets). The primary source of funding for making these loans and investments is our interest and non-interest bearing deposits. Consequently, one of the key measures of our success is the amount of net interest income, or the difference between the income on our interest-earning assets and the expense on our interest bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

A consequence of lending activities is that we may incur credit losses. The amount of such losses will vary depending upon the risk characteristics of the loan and lease portfolio as affected by economic conditions such as rising interest rates and the financial performance of borrowers. The reserve for credit losses consists of the allowance for loan losses (the “allowance”) and a reserve for unfunded commitments (the “unfunded reserve”). The allowance provides for probable and estimable losses inherent in our loan portfolio while the unfunded reserve provides for potential losses related to unfunded lending commitments.

In addition to earning interest on loans and investments, we earn income through fees and other expenses we charge to the customer. The various components of non-interest income as well as non-interest expense are described in the following discussion. The discussion and analysis also identifies significant factors that have affected our financial position and operating results as of and for the periods ending March 31, 2019 and December 31, 2018, and should be read in conjunction with the financial statements and the related notes included in this report. In addition, a number of tables have been included to assist in the discussion.

Critical Accounting Policies

Our critical accounting policies which involve significant judgements and assumptions that have a material impact on the carrying value of certain assets and liabilities, and used in the preparation of the Consolidated Financial Statements as of March 31, 2019, have remained unchanged from the disclosures presented in our Annual Report on Form 10-K for the year ended December 31, 2018.

Balance Sheet

Cash and Cash Equivalents

Total cash and cash equivalents decreased 14.17% or $4.5 million to $27.3 million as of March 31, 2019, from $31.8 million at December 31, 2018. Funds are placed in interest bearing deposits at the Federal Reserve until opportunities arise for investment in higher yielding assets.

Investment Securities Available for Sale

Our primary objective in managing the investment portfolio is to maintain a portfolio of high quality, highly liquid investments yielding competitive returns. We are required under federal regulations to maintain adequate liquidity to ensure safe and sound operations. We maintain investment balances based on continuing assessment of cash flows, the level of current and expected loan production, current interest rate risk strategies and the assessment of potential future direction of market interest rate changes. Investment securities differ in terms of default, interest rate, liquidity and expected rate of return risk.

We use the investment securities portfolio for several purposes. It serves as a vehicle to manage interest rate and prepayment risk, to generate interest and dividend income from investment of funds, to provide liquidity to meet funding requirements, and to provide collateral for pledging of public funds.

As of March 31, 2019, our available for sale investment portfolio included U. S. Treasury Notes, Government-Sponsored Enterprises and Municipal Securities with a fair market value of $117.4 million and an amortized cost of $118.4 million for a net unrealized loss of approximately $1.0 million. As of March 31, 2019 and December 31, 2018, our investment securities portfolio represented approximately 27.19% and 27.89% of our total assets, respectively. The average yield on our investment securities was 2.08% at March 31, 2019 and December 31, 2018.

During the first quarter of 2019, five Municipal Securities totaling $3.0 million matured and one Municipal Security in the amount of $0.5 million was called. There were no sales or purchases during the three months ended March 31, 2019.

Loans

We focus our lending activities on small and middle market businesses, professionals and individuals in our geographic markets. Substantially all of our loans are to borrowers located in our market area of Charleston, Dorchester and Berkeley Counties of South Carolina.

Net loans increased $0.7 million, or 0.24%, to $271.1 million as of March 31, 2019 from $270.4 million as of December 31, 2018. The increase in loans is related to increased loan demand due to the growing economy in Charleston.

The following table is a summary of our loan portfolio composition (net of deferred fees of $163,692 at March 31, 2019 and $156,309 at December 31, 2018) and the corresponding percentage of total loans as of the dates indicated.

	March 31, 2019						December 31, 2018
	Amount			Percent			Amount			Percent
Commercial	$	51,839,425			18.84	%	$	54,829,078			19.96	%
Commercial Real Estate Construction		9,268,042			3.37	%		7,304,300			2.66	%
Commercial Real Estate Other		146,860,487			53.39	%		143,703,401			52.32	%
Consumer Real Estate		62,069,547			22.56	%		63,787,411			23.23	%
Consumer Other		5,060,773			1.84	%		5,040,077			1.83	%
Total loans		275,098,274			100.00	%		274,664,267			100.00	%
Allowance for loan losses		(3,989,422	)					(4,214,331	)
Total loans, net	$	271,108,852					$	270,449,936

Nonperforming Assets

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

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 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. As of March 31, 2019, there was one TDR with a balance of $2,185, compared to no TDRs as of December 31, 2018. This TDR was granted extended payment terms and a lower payment at renewal.

Nonperforming loans include all loans past due 90 days and over, certain impaired loans (some of which may be contractually current), and TDR loans that have not yet established a satisfactory period of payment performance (some of which may be contractually current). Nonperforming assets include other real estate owned, which remained unchanged compared to December 31, 2018.

The following table is a summary of our nonperforming assets:

	March 31, 2019		December 31, 2018
Commercial	$	16,148	$	251,219
Commercial Real Estate Other		571,292		571,292
Consumer Other		1,076		1,023
Total nonaccruing loans		588,516		823,534
Other real estate owned		—		—
Total nonperforming assets	$	588,516	$	823,534

Allowance for Loan Losses

The allowance for loan losses was $4.0 million as of March 31, 2019 and $4.2 million as of December 31, 2018, or 1.45% and 1.53% of outstanding loans for each respective period. At March 31, 2019 and December 31, 2018, the allowance for loan losses represented 677.88% and 511.74% of the total amount of nonperforming loans, respectively. Based on the level of coverage on nonperforming loans and analysis of our loan portfolio, we believe the allowance for loan losses at March 31, 2019 is adequate.

At March 31, 2019, impaired loans totaled $4.0 million, for which $2.0 million of these loans had a reserve of approximately $0.9 million allocated in the allowance for loan losses. Comparatively, impaired loans totaled $4.2 million at December 31, 2018, and $2.2 million of these loans had a reserve of approximately $1.2 million allocated in the allowance for loan losses.

During the three months ended March 31, 2019, we recorded $235,729 of charge-offs and $820 of recoveries on loans previously charged-off, for net charge-offs of $234,909. Comparatively, we recorded $103,093 of charge-offs and $3,215 of recoveries on loans previously charged-off, for net charge-offs of $99,878 for the three months ended March 31, 2018.

Deposits

Deposits remain our primary source of funding for loans and investments. Average interest bearing deposits provided funding for 60.02% of average earning assets for the three months ended March 31, 2019, and 61.29% for the three months ended March 31, 2018. The Company encounters strong competition from other financial institutions as well as consumer and commercial finance companies, insurance companies and brokerage firms located in the primary service area of the Bank. However, the percentage of funding provided by deposits has remained stable.

The breakdown of total deposits by type and the respective percentage of total deposits are as follows:

	March 31, 2019					December 31, 2018
	Amount		Percent			Amount		Percent
Deposits
Non-interest bearing demand	$	130,134,823		34.67	%	$	130,940,138		34.24	%
Interest bearing demand		98,760,864		26.31	%		94,207,731		24.64	%
Money market accounts		83,929,809		22.36	%		87,300,433		22.83	%
Time deposits over $250,000		8,553,197		2.28	%		15,909,991		4.16	%
Other time deposits		19,025,602		5.07	%		18,558,734		4.85	%
Other savings deposits		34,973,887		9.31	%		35,461,361		9.28	%
Total deposits	$	375,378,182		100.00	%	$	382,378,388		100.00	%

Deposits decreased 1.83% or $7.0 million from December 31, 2018 to March 31, 2019 primarily due to the maturity of a $5.0 million time deposit that was not reinvested.

At March 31, 2019 and December 31, 2018, deposits with an aggregate deficit balance of $13,560 and $43,118, respectively, were re-classified as other loans.

Comparison of Three Months Ended March 31, 2019 to Three Months Ended March 31, 2018

Net income increased $77,034 or 4.78% to $1.7 million, or basic and diluted earnings per share of $0.31 and $0.30, respectively, for the three months ended March 31, 2019, from $1.6 million, or basic and diluted earnings per share of $0.29 for the three months ended March 31, 2018. Our annualized returns on average assets and average equity for the three months ended March 31, 2019 were 1.59% and 14.73%, respectively, compared with 1.51% and 15.17%, respectively, for the three months ended March 31, 2018.

Net Interest Income

Net interest income is affected by the size and mix of our balance sheet components as well as the spread between interest earned on assets and interest paid on liabilities. Net interest margin is a measure of the difference between interest income on earning assets and interest paid on interest bearing liabilities relative to the amount of interest bearing assets. Net interest income increased $238,896 or 5.67% to $4.4 million for the three months ended March 31, 2019 from $4.2 million for the three months ended March 31, 2018. This increase was primarily due to interest and fee income from loans related to increases in market interest rates. Average loans increased $3.2 million or 1.19% to $276.5 million for the three months ended March 31, 2019, compared to $273.3 million for the three months ended March 31, 2018. The yield on average loans (including fees) was 6.03% and 5.28% for the three months ended March 31, 2019 and 2018, respectively. Interest income on loans increased $392,733 for the three months ended March 31, 2019 to $4.0 million from $3.6 million for the three months ended March 31, 2018.

The average balance of interest bearing deposits at the Federal Reserve increased $2.3 million or 14.10% to $18.7 million for the three months ended March 31, 2019, with a yield of 2.51% as compared to $16.4 million for the three months ended March 31, 2018, with a yield of 1.54%.

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 for loan losses. For the three months ended March 31, 2019, we had a provision of $10,000 compared to a provision of $55,000 for the same period in the prior year. The decrease in the provision for loan losses was based on our analysis of the adequacy of the allowance for loan losses.

Non-Interest Income

Other income decreased $39,162 or 8.74% to $408,783 for the three months ended March 31, 2019, from $447,945 for the three months ended March 31, 2018. This decrease was primarily due to a reduction in mortgage banking income, which decreased $16,253 or 11.62% due to fewer originations. For the three months ended March 31, 2018, we had realized gains of $4,348 from the sale of investment securities. There were no sales of investment securities during the three months ended March 31, 2019.

Non-Interest Expense

Non-interest expense increased $17,527 or 0.66% to $2.7 million for the three months ended March 31, 2019 from $2.6 million for the three months ended March 31, 2018. The increase was primarily due to an increase in salaries and employee benefits of $83,804 or 5.33% from $1.6 million for the three months ended March 31, 2018 to $1.7 million for the three months ended March 31, 2019. This increase was offset by a decrease in other operating expenses of $70,077 or 10.22% from $685,782 for the three months ended March 31, 2018 to $615,705 for the three months ended March 31, 2019.

Income Tax Expense

We incurred income tax expense of $499,233 for the three months ended March 31, 2019 as compared to $349,060 during the same period in 2018. Our effective tax rate was 22.81% and 17.80% for the three months ended March 31, 2019 and 2018, respectively. The increase in the effective tax rate during the 2019 period is a result of the expiration of historic tax credits during 2018.

Off Balance Sheet Arrangements

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on our credit evaluation of the borrower. Collateral held varies but may include accounts receivable, negotiable instruments, inventory, property, plant and equipment, and real estate. Commitments to extend credit, including unused lines of credit, amounted to $100.1 million and $96.1 million at March 31, 2019 and December 31, 2018, respectively.

Standby letters of credit represent our obligation to a third party contingent upon the failure of our customer to perform under the terms of an underlying contract with the third party or obligates us to guarantee or stand as surety for the benefit of the third party. The underlying contract may entail either financial or nonfinancial obligations and may involve such things as the shipment of goods, performance of a contract, or repayment of an obligation. Under the terms of a standby letter, generally drafts will be drawn only when the underlying event fails to occur as intended. We can seek recovery of the amounts paid from the borrower. The majority of these standby letters of credit are unsecured. Commitments under standby letters of credit are usually for one year or less. The maximum potential amount of undiscounted future payments related to standby letters of credit at March 31, 2019 and December 31, 2018 was $1.1 million and $1.2 million, respectively.

We originate certain fixed rate residential loans and commit these loans for sale. The commitments to originate fixed rate residential loans and the sales commitments are freestanding derivative instruments. We had forward sales commitments, totaling $2.4 million at March 31, 2019, to sell loans held for sale of $2.4 million, compared to forward sales commitments of $1.2 million at December 31, 2018, to sell loans held for sale of $1.2 million. The fair value of these commitments was not significant at March 31, 2019 or December 31, 2018. We had no embedded derivative instruments requiring separate accounting treatment.

Once we sell certain fixed rate residential loans, the loans are no longer reportable on our balance sheet. With most of these sales, we have an obligation to repurchase the loan in the event of a default of principal or interest on the loan. This recourse period ranges from three to nine months. Misrepresentation or fraud carries unlimited time for recourse. The unpaid principal balance of loans sold with recourse was $11.0 million at March 31, 2019 and $14.9 million at December 31, 2018. For the three months ended March 31, 2019 and March 31, 2018, there were no loans repurchased.

Liquidity

Historically, we have maintained our liquidity at levels believed to be adequate to meet requirements of normal operations, potential deposit outflows and strong loan demand and still allow for optimal investment of funds and return on assets.

We manage our assets and liabilities to ensure there is sufficient liquidity to enable management to fund deposit withdrawals, loan demand, capital expenditures, reserve requirements, operating expenses, dividends and to manage daily operations on an ongoing basis. Funds are primarily provided by the Bank through customer deposits, principal and interest payments on loans, mortgage loan sales, the sale or maturity of securities, temporary investments and earnings.

Proper liquidity management is crucial to ensure that we are able to take advantage of new business opportunities as well as meet the credit needs of our existing customers. Investment securities are an important tool in our liquidity management. Our primary liquid assets are cash and due from banks, interest-bearing deposits in other banks, federal funds sold, investments available for sale, other short-term investments and mortgage loans held for sale. Our primary liquid assets accounted for 34.08% and 35.58% of total assets at March 31, 2019 and December 31, 2018, respectively. Securities classified as available for sale, which are not pledged, may be sold in response to changes in interest rates and liquidity needs. All of the securities presently owned are classified as available for sale. Net cash provided by operations and deposits from customers have been the primary sources of liquidity. At March 31, 2019, we had unused short-term lines of credit totaling approximately $23 million (which can be withdrawn at the lender’s option). Additional sources of funds available to us for additional liquidity needs include borrowing on a short-term basis from the Federal Reserve System, increasing deposits by raising interest rates paid and sale of mortgage loans held for sale. We established a Borrower-In-Custody arrangement with the Federal Reserve. This arrangement permits us to retain possession of assets pledged as collateral to secure advances from the Federal Reserve Discount Window. At March 31, 2019, we could borrow up to $76.8 million. There have been no borrowings under this arrangement.

Our core deposits consist of non-interest bearing accounts, NOW accounts, money market accounts, time deposits and savings accounts. We closely monitor our level of certificates of deposit greater than $250,000 and other large deposits. We maintain a Contingency Funding Plan (“CFP’) that identifies liquidity needs and weighs alternate courses of action designed to address these needs in emergency situations. We perform a quarterly cash flow analysis and stress test the CFP to evaluate the expected funding needs and funding capacity during a liquidity stress event. We believe our liquidity sources are adequate to meet our operating needs and do not know of any trends, events or uncertainties that may result in a significant adverse effect on our liquidity position. At March 31, 2019 and December 31, 2018, our liquidity ratio was 34.98% and 34.27%, respectively.

Capital Resources

Our capital needs have been met to date through the $10.6 million in capital raised in our initial offering, the retention of earnings less dividends paid and the exercise of stock options to purchase stock. Total shareholders’ equity as of March 31, 2019 was $47.3 million. The rate of asset growth since our inception has not negatively impacted this capital base.

On July 2, 2013, the Federal Reserve Board approved the final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for US banks (“Basel III”). Following the actions by the Federal Reserve, the FDIC also approved regulatory capital requirements on July 9, 2013. The FDIC’s rule is identical in substance to the final rules issued by the Federal Reserve Bank.

Basel III became effective on January 1, 2015. The purpose is to improve the quality and increase the quantity of capital for all banking organizations. The minimum requirements for the quantity and quality of capital were increased. The rule includes a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and requires a minimum leverage ratio of 4%. In addition, the rule also implements strict eligibility criteria for regulatory capital instruments and improves the methodology for calculating risk-weighted assets to enhance risk sensitivity. Full compliance with all of the final rule requirements will be phased in over a multi-year schedule. The Bank’s total risk-based capital ratio at March 31, 2019 and December 31, 2018 was 16.58% and 16.69%, respectively.

At March 31, 2019, the Company and the Bank were categorized as “well capitalized” under Basel III. To be categorized as “well capitalized” the Company and the Bank must maintain minimum total risk based, Tier 1 risk based, common equity Tier 1 risk based capital and Tier 1 leverage ratios of 10%, 8.0%, 6.5% and 5%, respectively, and to be categorized as “adequately capitalized,” the Company and the Bank must maintain minimum total risk based, Tier 1 risk based, common equity Tier 1 risk based capital, and Tier 1 leverage ratios of 8%, 6%, 4.5%, and 4.0%, respectively.

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a material effect on the financial statements. We must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Current and previous quantitative measures established by regulation to ensure capital adequacy require that we maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and to average assets. Management expects that the capital ratios for the Company and the Bank under Basel III will continue to exceed the well-capitalized minimum capital requirements.

We intend to open a branch in North Charleston in the fourth quarter of 2019. The Bank of South Carolina will be the anchor tenant of a two-story building at the corner of Highway 78 and Ingleside Drive, occupying the entire first floor. At this time, we estimate the capital expenditures associated with building the branch to be approximately $2.0 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures and internal controls and procedures for financial reporting

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 as amended (the “Act”) was carried out as of March 31, 2019 under the supervision and with the participation of the Bank of South Carolina Corporation’s management, including its President/Chief Executive Officer and the Chief Financial Officer/Executive Vice President and several other members of the Company’s senior management. Based upon that evaluation, Bank of South Carolina Corporation’s management, including the President/Chief Executive Officer and the Chief Financial Officer/Executive Vice President concluded that, as of March 31, 2019, the Company’s disclosure controls and procedures were effective in ensuring that the information the Company is required to disclose in the reports filed or submitted under the Act has been (i) accumulated and communicated to management (including the President/Chief Executive Officer and Chief Financial Officer/Executive Vice President) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

Under the supervision and with the participation of management, including the President/Chief Executive Officer and the Chief Financial Officer/Executive Vice President, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of March 31, 2019, based on the 2013 framework established in a report entitled “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2019. Based on this assessment, management believes that as of March 31, 2019, the Company’s internal control over financial reporting was effective. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Audit and Compliance Committee, composed entirely of independent Directors, meets periodically with management, the Bank’s Compliance Officer, Risk Management Officer and Elliott Davis, LLC (separately and jointly) to discuss audit, financial and related matters. Elliott Davis, LLC, the Compliance Officer, and the Risk Management Officer have direct access to the Audit and Compliance Committee.

Part II. Other Information

Item 1. Legal Proceedings

In our opinion, there are no other legal proceedings pending other than routine litigation incidental to our business involving amounts which are not material to our financial condition.

Item 1A. Risk Factors

Not required.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

None.

Item 5. Other Information

None.

Item 6. Exhibits

1.	The Consolidated Financial Statements are included in this Form 10-Q and listed on pages as indicated.
			Page

	(1)	Consolidated Balance Sheets	3
	(2)	Consolidated Statements of Income	4
	(3)	Consolidated Statements of Comprehensive Income	5
	(4)	Consolidated Statements of Shareholders’ Equity	6
	(5)	Consolidated Statements of Cash Flows	7
	(6)	Notes to Consolidated Financial Statements	8-26

Exhibits
	2.0	Plan of Reorganization (Filed with 1995 10-KSB)
	3.0	Articles of Incorporation of the Registrant (Filed with 1995 10-KSB)
	3.1	By-laws of the Registrant (Filed with 1995 10-KSB)
	3.2	Amendments to the Articles of Incorporation of the Registrant (Filed with Form S on June 23, 2011)
	4.0	2019 Proxy Statement (Filed with 2018 10-K)
	10.0	Lease Agreement for 256 Meeting Street (Filed with 1995 10-KSB)
	10.1	Sublease Agreement for Parking Facilities at 256 Meeting Street (Filed with 1995 10-KSB)
	10.2	Lease Agreement for 100 N. Main Street, Summerville, SC (Filed with 1995 10-KSB)
	10.3	Lease Agreement for 1337 Chuck Dawley Blvd., Mt. Pleasant, SC (Filed with 1995 10-KSB)
	10.4	Lease Agreement for 1071 Morrison Drive, Charleston, SC (Filed with 2010 10-K)
		Lease Agreement for 1071 Morrison Drive, Charleston, SC (Filed with March 31, 2013 10-Q)
	10.5	1998 Omnibus Stock Incentive Plan (Filed with 2008 10-K/A)
	10.6	Employee Stock Ownership Plan (Filed with 2008 10-K/A)
		Employee Stock Ownership Plan, Restated (Filed with 2011 Proxy Statement)
		Employee Stock Ownership Plan, Restated (Filed with 2016 10-K)
	10.7	2010 Omnibus Incentive Stock Option Plan (Filed with 2010 Proxy Statement)
	10.8	Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2013 10-K)
	10.9	Assignment and Assumption of Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2015 10-K)
	10.10	First Amendment to Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2015 10-K)

	10.11	Second Amendment to Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2015 10-K)
	10.12	Extension to Lease Agreement for 256 Meeting Street (Filed with September 30, 2017 10-Q)
	10.13	North Charleston Lease Agreement (Filed with June 30, 2017 10-Q)
	10.14	Sublease Amendment for Parking Facilities at 256 Meeting Street (Filed with September 30, 2017 10-Q)
	14.0	Code of Ethics (Filed with 2004 10-KSB)
	21.0	List of Subsidiaries of the Registrant (Filed with 1995 10-KSB)
		The Registrant’s only subsidiary is The Bank of South Carolina (Filed with 1995 10-KSB)
	31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief Executive Officer
	31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer
	32.1	Certification pursuant to Section 1350
	32.2	Certification pursuant to Section 1350
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Bank of South Carolina Corporation

May 6, 2019
	By:	/s/ Fleetwood S. Hassell
		Fleetwood S. Hassell
		President/Chief Executive Officer

	By:	/s/ Eugene H. Walpole, IV
		Eugene H. Walpole, IV
		Chief Financial Officer/Executive Vice President