Annual Statements Open main menu

MetroCity Bankshares, Inc. - Quarter Report: 2022 June (Form 10-Q)

Table of Contents

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 June 30, 2022

OR

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

For the transition period from _______ to _______

Commission File Number 001-39068

METROCITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Georgia

47-2528408

(State or other jurisdiction of
incorporation)

(I.R.S. Employer
Identification No.)

5114 Buford Highway
Doraville, Georgia

30340

(Address of principal executive offices)

(Zip Code)

(770) 455-4989

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each Exchange on which registered

Common Stock, par value $0.01 per share

MCBS

Nasdaq Global Select Market

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

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

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

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Emerging growth company 

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

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

As of August 1, 2022, the registrant had 25,447,790 shares of common stock, par value $0.01 per share, issued and outstanding.

Table of Contents

METROCITY BANKSHARES, INC.

Quarterly Report on Form 10-Q

June 30, 2022

TABLE OF CONTENTS

    

Page

Part I.

Financial Information

Item l.

Financial Statements:

Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021

3

Consolidated Statements of Income (unaudited) for the Three and Six Months Ended June 30, 2022 and 2021

4

Consolidated Statements of Comprehensive Income (unaudited) for the Three and Six Months Ended June 30, 2022 and 2021

5

Consolidated Statements of Shareholders’ Equity (unaudited) for the Three and Six Months Ended June 30, 2022 and 2021

6

Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2022 and 2021

7

Notes to Consolidated Financial Statements (unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

55

Item 4.

Controls and Procedures

56

Part II.

Other Information

Item 1.

Legal Proceedings

57

Item 1A.

Risk Factors

57

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

57

Item 3.

Defaults Upon Senior Securities

57

Item 4.

Mine Safety Disclosures

58

Item 5.

Other Information

58

Item 6.

Exhibits

58

Signatures

59

2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

METROCITY BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

June 30, 

December 31, 

    

2022

    

2021

(Unaudited)

Assets:

 

 

  

Cash and due from banks

$

220,027

$

432,523

Federal funds sold

 

3,069

 

8,818

Cash and cash equivalents

 

223,096

 

441,341

Equity securities

10,778

11,386

Securities available for sale

 

21,394

 

25,733

Loans held for sale

 

 

Loans, less allowance for loan losses of $16,678 and $16,952, respectively

 

2,753,342

 

2,488,118

Accrued interest receivable

 

10,990

 

11,052

Federal Home Loan Bank stock

 

15,619

 

19,701

Premises and equipment, net

 

12,847

 

13,068

Operating lease right-of-use asset

 

8,518

 

9,338

Foreclosed real estate, net

3,562

3,618

SBA servicing asset

 

8,216

 

10,234

Mortgage servicing asset, net

 

6,090

 

7,747

Bank owned life insurance

 

68,267

 

59,437

Other assets

 

25,131

 

5,385

Total assets

$

3,167,850

$

3,106,158

Liabilities:

 

  

 

  

Deposits:

 

  

 

  

Non-interest-bearing demand

$

620,182

$

592,444

Interest-bearing

 

1,776,826

 

1,670,576

Total deposits

 

2,397,008

 

2,263,020

Federal Home Loan Bank advances

375,000

500,000

Other borrowings

 

399

 

459

Operating lease liability

 

9,031

 

9,861

Accrued interest payable

 

703

 

204

Other liabilities

 

62,640

 

42,391

Total liabilities

$

2,844,781

$

2,815,935

Shareholders' Equity:

 

  

 

  

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding

Common stock, $0.01 par value, 40,000,000 shares authorized, 25,451,125 and 25,465,236 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

255

255

Additional paid-in capital

 

49,831

 

51,559

Retained earnings

 

266,426

 

238,577

Accumulated other comprehensive income (loss)

 

6,557

 

(168)

Total shareholders' equity

 

323,069

 

290,223

Total liabilities and shareholders' equity

$

3,167,850

$

3,106,158

See accompanying notes to unaudited consolidated financial statements.

3

Table of Contents

METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands, except per share data)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

Interest and dividend income:

  

  

  

Loans, including fees

$

32,310

$

25,728

$

63,769

$

48,228

Other investment income

 

711

 

159

 

1,203

 

329

Federal funds sold

 

4

 

1

 

6

 

3

Total interest income

 

33,025

 

25,888

 

64,978

 

48,560

Interest expense:

Deposits

 

2,384

 

919

 

3,523

 

1,911

FHLB advances and other borrowings

 

421

 

144

 

582

 

290

Total interest expense

 

2,805

 

1,063

 

4,105

 

2,201

Net interest income

 

30,220

 

24,825

 

60,873

 

46,359

Provision for loan losses

 

 

2,205

 

104

 

3,804

Net interest income after provision for loan losses

 

30,220

 

22,620

 

60,769

 

42,555

Noninterest income:

Service charges on deposit accounts

 

518

 

411

 

999

 

784

Other service charges, commissions and fees

 

3,647

 

3,877

 

5,806

 

7,275

Gain on sale of residential mortgage loans

 

806

 

 

2,017

 

Mortgage servicing income, net

 

(5)

 

(957)

 

96

 

(791)

Gain on sale of SBA loans

 

 

2,845

 

1,568

 

4,699

SBA servicing income, net

 

(1,077)

 

1,905

 

567

 

4,038

Other income

 

764

 

513

 

1,256

 

775

Total noninterest income

 

4,653

 

8,594

 

12,309

 

16,780

Noninterest expense:

Salaries and employee benefits

 

7,929

 

6,915

 

15,025

 

13,614

Occupancy and equipment

 

1,200

 

1,252

 

2,427

 

2,527

Data processing

 

261

 

283

 

538

 

591

Advertising

 

126

 

117

 

276

 

262

Other expenses

 

3,603

 

3,526

 

7,032

 

5,807

Total noninterest expense

 

13,119

 

12,093

 

25,298

 

22,801

Income before provision for income taxes

 

21,754

 

19,121

 

47,780

 

36,534

Provision for income taxes

 

5,654

 

4,728

 

12,251

 

9,160

Net income available to common shareholders

$

16,100

$

14,393

$

35,529

$

27,374

Earnings per share:

Basic

$

0.63

$

0.56

$

1.40

$

1.07

Diluted

$

0.63

$

0.56

$

1.38

$

1.06

See accompanying notes to unaudited consolidated financial statements.

4

Table of Contents

METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Dollars in thousands)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

Net income

$

16,100

$

14,393

$

35,529

$

27,374

Other comprehensive gain (loss):

 

 

  

 

 

  

Unrealized holding losses on securities available for sale

 

(1,330)

 

167

 

(2,814)

 

(42)

Net changes in fair value of cash flow hedges

4,423

11,781

Tax effect

 

(773)

 

(42)

 

(2,242)

 

11

Other comprehensive gain (loss)

 

2,320

 

125

 

6,725

 

(31)

Comprehensive income

$

18,420

$

14,518

$

42,254

$

27,343

See accompanying notes to unaudited consolidated financial statements.

5

Table of Contents

METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(Dollars in thousands, except per share data)

Accumulated

Common Stock

Additional

Other

Number of

Paid-in

Retained

Comprehensive

    

Shares

    

Amount

    

Capital

    

Earnings

    

Income (Loss)

    

Total

Three Months Ended:

Balance, April 1, 2022

 

25,465,236

$

255

$

51,753

$

254,165

$

4,237

$

310,410

Net income

 

 

 

 

16,100

 

 

16,100

Stock based compensation expense

 

 

 

359

 

 

 

359

Vesting of restricted stock

 

101,097

 

1

 

(1)

 

 

Repurchase of common stock

(115,208)

(1)

(2,280)

(2,281)

Other comprehensive income

 

 

 

 

 

2,320

 

2,320

Dividends declared on common stock ($0.15 per share)

 

 

 

(3,839)

 

 

(3,839)

Balance, June 30, 2022

 

25,451,125

$

255

$

49,831

$

266,426

$

6,557

$

323,069

Balance, April 1, 2021

 

25,674,573

$

257

$

55,977

$

199,102

$

39

$

255,375

Net income

 

 

 

 

14,393

 

 

14,393

Stock based compensation expense

 

 

 

368

 

 

368

Vesting of restricted stock

 

101,472

 

1

 

(1)

 

 

Repurchase of common stock

(197,377)

(2)

(3,420)

(3,422)

Other comprehensive income

 

 

 

125

 

125

Dividends declared on common stock ($0.10 per share)

 

 

(2,585)

 

 

(2,585)

Balance, June 30, 2021

 

25,578,668

$

256

$

52,924

$

210,910

$

164

$

264,254

Six Months Ended:

 

  

 

  

 

  

 

  

 

  

 

  

Balance, January 1, 2022

 

25,465,236

$

255

$

51,559

$

238,577

$

(168)

$

290,223

Net income

 

 

 

35,529

 

 

35,529

Stock based compensation expense

 

 

 

553

 

 

 

553

Vesting of restricted stock

 

101,097

 

1

 

(1)

 

 

 

Repurchase of common stock

(115,208)

(1)

(2,280)

(2,281)

Other comprehensive income

 

 

 

 

6,725

 

6,725

Dividends declared on common stock ($0.30 per share)

 

 

 

(7,680)

 

 

(7,680)

Balance, June 30, 2022

 

25,451,125

$

255

$

49,831

$

266,426

$

6,557

$

323,069

Balance, January 1, 2021

 

25,674,573

$

257

$

55,674

$

188,705

$

195

$

244,831

Net income

 

 

 

27,374

 

 

27,374

Stock based compensation expense

 

 

 

671

 

 

671

Vesting of restricted stock

 

101,472

 

1

 

(1)

 

 

Repurchase of common stock

(197,377)

(2)

(3,420)

(3,422)

Other comprehensive loss

 

 

 

 

(31)

 

(31)

Dividends declared on common stock ($0.20 per share)

 

 

(5,169)

 

 

(5,169)

Balance, June 30, 2021

 

25,578,668

$

256

$

52,924

$

210,910

$

164

$

264,254

See accompanying notes to unaudited consolidated financial statements.

6

Table of Contents

METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Six Months Ended June 30, 

    

2022

    

2021

Cash flow from operating activities:

 

  

 

  

Net income

$

35,529

$

27,374

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization and accretion

 

1,416

 

1,452

Provision for loan losses

 

104

 

3,804

Stock based compensation expense

 

553

 

671

Unrealized losses recognized on equity securities

608

Loss on sale of foreclosed real estate

 

15

 

Proceeds from sales of residential real estate loans

 

96,932

 

Gain on sale of residential mortgages

 

(2,017)

 

Origination of SBA loans held for sale

 

(23,391)

 

(57,489)

Proceeds from sales of SBA loans held for sale

 

24,959

 

62,188

Gain on sale of SBA loans

 

(1,568)

 

(4,699)

Increase in cash value of bank owned life insurance

 

(830)

 

(457)

Decrease in accrued interest receivable

 

62

 

3

Decrease (increase) in SBA servicing rights

 

2,018

 

(1,512)

Decrease in mortgage servicing rights

 

1,657

 

3,462

(Increase) decrease in other assets

 

(10,101)

 

261

Increase (decrease) in accrued interest payable

 

499

 

(20)

Increase in other liabilities

 

19,273

 

15,421

Net cash flow provided by operating activities

 

145,718

 

50,459

Cash flow from investing activities:

 

  

 

  

Purchases of securities available for sale

(1,034)

Proceeds from maturities, calls or paydowns of securities available for sale

 

1,489

 

2,352

Redemption (purchase) of Federal Home Loan Bank stock

 

4,082

 

(2,304)

Increase in loans, net

(360,243)

 

(462,314)

Purchases of premises and equipment

 

(339)

 

(290)

Proceeds from sales of foreclosed real estate owned

41

Purchase of bank owned life insurance

(8,000)

Net cash flow used by investing activities

 

(362,970)

 

(463,590)

Cash flow from financing activities:

 

  

 

  

Dividends paid on common stock

 

(7,640)

 

(5,135)

Repurchases of common stock

(2,281)

(3,422)

Increase in deposits, net

 

133,988

 

494,942

Decrease in other borrowings, net

 

(60)

 

(9)

Proceeds from Federal Home Loan Bank advances

375,000

120,000

Repayments of Federal Home Loan Bank advances

 

(500,000)

 

(30,000)

Net cash flow (used) provided by financing activities

 

(993)

 

576,376

See accompanying notes to unaudited consolidated financial statements.

7

Table of Contents

METROCITY BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Six Months Ended June 30, 

    

2022

    

2021

Net change in cash and cash equivalents

 

(218,245)

 

163,245

Cash and cash equivalents at beginning of period

 

441,341

 

150,688

Cash and cash equivalents at end of period

$

223,096

$

313,933

Supplemental schedule of noncash investing and financing activities:

Transfer of residential real estate loans to loans held for sale

$

94,915

$

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

$

$

812

Initial recognition of operating lease right-of-use assets

$

$

560

Initial recognition of operating lease liabilities

$

$

560

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

Interest

$

3,606

$

2,221

Income taxes

$

14,453

$

10,127

See accompanying notes to unaudited consolidated financial statements.

8

Table of Contents

METROCITY BANKSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

Contingencies

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

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) to replace the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and similar instruments) and net investments in leases recognized by a lessor. For debt securities with other-than-temporary impairment (“OTTI”), the guidance will be applied prospectively. Existing purchased credit impaired (“PCI”) assets will be grandfathered and classified as purchased credit deteriorated (“PCD”) assets at the date of adoption. The assets will be grossed up for the allowance of expected credit losses for all PCD assets at the date of adoption and will

9

Table of Contents

continue to recognize the noncredit discount in interest income based on the yield of such assets as of the adoption date. Subsequent changes in expected credit losses will be recorded through the allowance. Adoption is effective for interim and annual reporting periods beginning after December 15, 2022. Early adoption is permitted; however, we plan to adopt ASU 2016-13 on January 1, 2023. The Company has selected a software solution supported by a third-party vendor to be used in developing an expected credit loss model compliant with ASU 2016-13. The Company has also contracted with a third-party vendor to assist with our CECL implementation and help establish the necessary policies and procedures to be fully compliant with ASU 2016-13. We will continue to evaluate the impact of this new accounting standard through its effective date.

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

NOTE 2 – INVESTMENT SECURITIES

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

June 30, 2022

    

Gross

    

Gross

    

Gross

    

Estimated

Amortized

Unrealized

Unrealized

Fair

(Dollars in thousands)

Cost

Gains

Losses

Value

Obligations of U.S. Government entities and agencies

$

5,900

$

$

$

5,900

States and political subdivisions

 

8,146

 

 

(1,307)

 

6,839

Mortgage-backed GSE residential

 

10,109

 

(1,454)

 

8,655

Total

$

24,155

$

$

(2,761)

$

21,394

December 31, 2021

    

Gross

    

Gross

    

Gross

    

Estimated

Amortized

Unrealized

Unrealized

Fair

(Dollars in thousands)

Cost

Gains

Losses

Value

Obligations of U.S. Government entities and agencies

$

6,949

$

$

$

6,949

States and political subdivisions

 

8,169

 

203

 

(11)

 

8,361

Mortgage-backed GSE residential

 

10,562

 

11

 

(150)

 

10,423

Total

$

25,680

$

214

$

(161)

$

25,733

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

Securities Available for Sale

    

Amortized

    

Estimated

(Dollars in thousands)

Cost

Fair Value

Due in one year or less

$

5,321

$

5,321

Due after one year but less than five years

 

1,822

 

1,798

Due after five years but less than ten years

 

 

Due in more than ten years

 

6,903

 

5,620

Mortgage-backed GSE residential

 

10,109

 

8,655

Total

$

24,155

$

21,394

There were no securities pledged as of June 30, 2022 and December 31, 2021 to secure public deposits and repurchase agreements. There were no securities sold during the three and six months ended June 30, 2022 and 2021.

10

Table of Contents

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

June 30, 2022

Twelve Months or Less

Over Twelve Months

    

Gross

    

Estimated

    

Gross

    

Estimated

Unrealized

Fair

Unrealized

Fair

(Dollars in thousands)

Losses

Value

Losses

Value

States and political subdivisions

$

1,307

$

6,839

$

$

Mortgage-backed GSE residential

1,454

8,655

Total

$

2,761

$

15,494

$

$

December 31, 2021

Twelve Months or Less

Over Twelve Months

    

Gross

    

Estimated

    

Gross

    

Estimated

Unrealized

Fair

Unrealized

Fair

(Dollars in thousands)

Losses

Value

Losses

Value

States and political subdivisions

$

11

$

2,201

$

$

Mortgage-backed GSE residential

150

9,530

Total

$

161

$

11,731

$

$

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

At June 30, 2022, the twenty securities available for sale with an unrealized loss have depreciated 15.13% from the Company’s amortized cost basis. These securities have not been in a loss position for greater than twelve months.

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

Mortgage-backed GSE residential. The Company’s unrealized loss on nine investments in residential GSE mortgage-backed securities was caused by interest rate increases. The contractual cash flows of the investment are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the security would not be settled at a price less than the amortized cost base of the Company’s investment. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has no immediate plans to sell the investment, and because it is not more likely than not that the Company will be required to sell the investment before recovery of their amortized cost base, which may be maturity, management does not consider this investment to be other-than-temporarily impaired at June 30, 2022.

Equity Securities

As of June 30, 2022 and December 31, 2021, the Company had equity securities with carrying values totaling $10.8 and $11.4 million, respectively. The equity securities consist of our investment in a market-rate bond mutual fund that invests in high quality fixed income bonds, mainly government agency securities whose proceeds are designed to positively impact community development throughout the United States. The mutual fund focuses exclusively on providing affordable housing to low- and moderate-income borrowers and renters, including those in Majority Minority Census Tracts.

11

Table of Contents

During the three and six months ended June 30, 2022, we recognized an unrealized loss of $245,000 and $608,000, respectively, in net income on our equity securities. The unrealized loss is recorded in Other Expenses on the Consolidated Statements of Income. No unrealized gains or losses on equity securities were recognized in net income during the three and six months ended June 30, 2021.

NOTE 3 – LOANS AND ALLOWANCE FOR LOAN LOSSES

Major classifications of loans at June 30, 2022 and December 31, 2021 are summarized as follows:

    

June 30,

    

December 31, 

(Dollars in thousands)

 

2022

 

2021

Construction and development

$

45,042

$

38,857

Commercial real estate

 

581,234

 

520,488

Commercial and industrial

 

57,843

 

73,072

Residential real estate

 

2,092,952

 

1,879,012

Consumer and other

 

165

 

79

  Total loans receivable

 

2,777,236

 

2,511,508

Unearned income

 

(7,216)

 

(6,438)

Allowance for loan losses

 

(16,678)

 

(16,952)

  Loans, net

$

2,753,342

$

2,488,118

Included in the commercial and industrial loans are PPP loans totaling $8.9 million and $31.0 million as of June 30, 2022 and December 31 2021, respectively.

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

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

A summary of changes in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2022 and 2021 is as follows:

 

Three Months Ended June 30, 2022

Construction

 

and

 

Commercial 

 

Commercial

 

Residential

Consumer

(Dollars in thousands)

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Unallocated

    

Total

Allowance for loan losses:

Beginning balance

$

93

$

4,294

$

4,441

$

7,624

$

5

$

217

$

16,674

Charge-offs

 

 

 

 

 

 

 

Recoveries

 

 

2

 

2

 

 

 

 

4

Provision

 

47

 

(757)

 

(224)

 

1,054

 

1

 

(121)

 

Ending balance

$

140

$

3,539

$

4,219

$

8,678

$

6

$

96

$

16,678

12

Table of Contents

Three Months Ended June 30, 2021

Construction

and

Commercial

Commercial

Residential

Consumer

(Dollars in thousands)

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Unallocated

    

Total

Allowance for loan losses:

Beginning balance

$

190

$

5,738

$

608

$

5,142

$

$

57

$

11,735

Charge-offs

 

 

(26)

 

(60)

 

 

 

 

(86)

Recoveries

 

 

3

 

 

 

3

 

 

6

Provision

 

21

 

1,447

 

51

 

746

 

(3)

 

(57)

 

2,205

Ending balance

$

211

$

7,162

$

599

$

5,888

$

$

$

13,860

Six Months Ended June 30, 2022

Construction

and

Commercial

Commercial

Residential

Consumer

(Dollars in thousands)

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Unallocated

    

Total

Allowance for loan losses:

Beginning balance

$

100

$

4,146

$

4,989

$

7,717

$

$

$

16,952

Charge-offs

 

(390)

 

 

(390)

Recoveries

 

4

3

5

 

 

12

Provision

 

40

(611)

(383)

961

1

 

96

 

104

Ending balance

$

140

$

3,539

$

4,219

$

8,678

$

6

$

96

$

16,678

Six Months Ended June 30, 2021

Construction

and

Commercial

Commercial

Residential

Consumer

(Dollars in thousands)

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Unallocated

    

Total

Allowance for loan losses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Beginning balance

$

178

$

5,161

$

438

$

4,350

$

8

$

$

10,135

Charge-offs

 

 

(26)

 

(64)

 

 

 

 

(90)

Recoveries

 

 

6

 

 

 

5

 

 

11

Provision

 

33

 

2,021

 

225

 

1,538

 

(13)

 

 

3,804

Ending balance

$

211

$

7,162

$

599

$

5,888

$

$

$

13,860

13

Table of Contents

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

 

June 30, 2022

Construction

 

and

 

Commercial 

 

Commercial 

 

Residential

Consumer

(Dollars in thousands)

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Unallocated

    

Total

Allowance for loan losses:

Individually evaluated for impairment

$

$

63

$

436

$

$

$

$

499

Collectively evaluated for impairment

 

140

 

3,476

 

3,783

 

8,678

 

6

 

96

16,179

Acquired with deteriorated credit quality

  Total ending allowance balance

$

140

$

3,539

$

4,219

$

8,678

$

6

$

96

$

16,678

Loans:

 

Individually evaluated for impairment

$

$

23,423

$

1,154

$

5,863

$

$

$

30,440

Collectively evaluated for impairment

 

44,899

 

555,707

 

56,478

 

2,082,331

 

165

 

 

2,739,580

Acquired with deteriorated credit quality

 

 

 

 

 

 

 

  Total ending loans balance

$

44,899

$

579,130

$

57,632

$

2,088,194

$

165

$

$

2,770,020

December 31, 2021

Construction

and

Commercial 

Commercial 

Residential

Consumer

(Dollars in thousands)

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Unallocated

    

Total

Allowance for loan losses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Individually evaluated for impairment

$

$

242

$

434

$

$

$

$

676

Collectively evaluated for impairment

 

100

 

3,904

 

4,555

 

7,717

 

 

 

16,276

Acquired with deteriorated credit quality

 

 

 

 

 

 

 

  Total ending allowance balance

$

100

$

4,146

$

4,989

$

7,717

$

$

$

16,952

Loans:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Individually evaluated for impairment

$

$

6,395

$

565

$

4,889

$

$

$

11,849

Collectively evaluated for impairment

38,567

 

512,253

 

71,419

 

1,870,903

 

 

79

 

2,493,221

Acquired with deteriorated credit quality

 

 

 

 

 

 

 

  Total ending loans balance

$

38,567

$

518,648

$

71,984

$

1,875,792

$

$

79

$

2,505,070

14

Table of Contents

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

Unpaid

Recorded

Recorded

Total

Investment

Investment

Total

(Dollars in thousands)

Principal

With No

With

Recorded

Related

June 30, 2022

    

Balance

    

Allowance

    

Allowance

    

Investment

    

Allowance

Construction and development

$

$

$

$

$

Commercial real estate

 

23,423

 

23,936

 

234

 

24,170

 

63

Commercial and industrial

 

1,154

 

192

 

1,117

 

1,309

 

436

Residential real estate

 

5,863

 

5,863

 

 

5,863

Total

$

30,440

$

29,991

$

1,351

$

31,342

$

499

Unpaid

Recorded

Recorded

Total

Investment

Investment

Total

(Dollars in thousands)

Principal

With No

With

Recorded

Related

December 31, 2021

    

Balance

    

Allowance

    

Allowance

    

Investment

    

Allowance

Construction and development

$

$

$

$

$

Commercial real estate

 

6,395

 

5,451

 

957

 

6,408

 

242

Commercial and industrial

 

565

 

25

 

585

 

610

 

434

Residential real estate

 

4,889

 

4,889

 

 

4,889

 

Total

$

11,849

$

10,365

$

1,542

$

11,907

$

676

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

Three Months Ended June 30, 

2022

2021

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(Dollars in thousands)

    

Investment

    

Recognized

    

Investment

    

Recognized

Construction and development

$

$

$

$

Commercial real estate

 

10,974

 

59

 

5,188

 

45

Commercial and industrial

 

416

 

5

 

257

 

3

Residential real estate

 

5,251

 

23

 

6,303

 

16

Total

$

16,641

$

87

$

11,748

$

64

Six Months Ended June 30, 

2022

2021

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

(Dollars in thousands)

    

Investment

    

Recognized

    

Investment

    

Recognized

Construction and development

$

$

$

$

Commercial real estate

 

9,006

 

163

 

5,658

 

157

Commercial and industrial

 

479

 

6

 

283

 

6

Residential real estate

 

5,409

 

47

 

6,720

 

36

Total

$

14,894

$

216

$

12,661

$

199

15

Table of Contents

A primary credit quality indicator for financial institutions is delinquent balances. Delinquencies are updated on a daily basis and are continuously monitored. Loans are placed on nonaccrual status as needed based on repayment status and consideration of accounting and regulatory guidelines. Nonaccrual balances are updated and reported on a daily basis. Following are the delinquent amounts, by portfolio segment, as of June 30, 2022 and December 31, 2021:

Accruing

Total

Total

(Dollars in thousands)

Greater than

Accruing

Financing

June 30, 2022

    

Current

    

30-89 Days

    

90 Days

    

Past Due

    

Nonaccrual

    

Receivables

Construction and development

$

44,899

$

$

$

$

$

44,899

Commercial real estate

 

565,171

 

 

 

 

13,959

 

579,130

Commercial and industrial

 

57,486

 

2

 

 

2

 

144

 

57,632

Residential real estate

 

2,079,207

 

3,124

 

 

3,124

 

5,863

 

2,088,194

Consumer and other

165

 

 

 

 

165

Total

$

2,746,928

$

3,126

$

$

3,126

$

19,966

$

2,770,020

Accruing

Total

Total

(Dollars in thousands)

Greater than

Accruing

Financing

December 31, 2021

    

Current

    

30-89 Days

    

90 Days

    

Past Due

    

Nonaccrual

    

Receivables

Construction and development

$

38,567

$

$

$

$

$

38,567

Commercial real estate

 

514,179

 

752

 

 

752

 

3,717

 

518,648

Commercial and industrial

 

70,702

 

788

 

342

 

1,130

 

152

 

71,984

Residential real estate

 

1,859,615

 

11,287

 

 

11,287

 

4,890

 

1,875,792

Consumer and other

 

79

 

 

 

 

 

79

Total

$

2,483,142

$

12,827

$

342

$

13,169

$

8,759

$

2,505,070

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

Loans rated Pass – Loans in this category have low to average risk. There are six loan risk ratings (grades 1-6) included in loans rated Pass.
Loans rated Special Mention – Loans do not presently expose the Company to a sufficient degree of risk to warrant adverse classification, but do possess deficiencies deserving close attention.
Loans rated Substandard – Loans are inadequately protected by the current credit-worthiness and paying capability of the obligor or of the collateral pledged, if any.
Loans rated Doubtful – Loans which have all the weaknesses inherent in loans classified Substandard, with the added characteristic that the weaknesses make collections or liquidation in full, or on the basis of currently known facts, conditions and values, highly questionable or improbable.
Loans rated Loss – Loans classified Loss are considered uncollectible and such little value that their continuance as bankable assets is not warranted.

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

16

Table of Contents

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

Construction

(Dollars in thousands)

and

Commercial

Commercial

Residential

Consumer

June 30, 2022

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Total

Rating:

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

44,899

$

550,576

$

50,017

$

2,081,019

$

165

$

2,726,676

Special Mention(1)

 

 

5,417

 

7,323

 

 

 

12,740

Substandard

 

 

23,137

 

292

 

7,175

 

 

30,604

Doubtful

 

 

 

 

 

 

Loss

 

 

 

 

 

 

Total

$

44,899

$

579,130

$

57,632

$

2,088,194

$

165

$

2,770,020

Construction

(Dollars in thousands)

and

Commercial

Commercial

Residential

Consumer

December 31, 2021

    

Development

    

Real Estate

    

and Industrial

    

Real Estate

    

and Other

    

Total

Rating:

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

38,567

$

499,135

$

64,226

$

1,870,902

$

79

$

2,472,909

Special Mention(1)

 

 

13,884

 

7,053

 

 

 

20,937

Substandard

 

 

5,629

 

705

 

4,890

 

 

11,224

Doubtful

 

 

 

 

 

 

Loss

 

 

 

 

 

 

Total

$

38,567

$

518,648

$

71,984

$

1,875,792

$

79

$

2,505,070

(1)All of the loans classified as Special Mention at June 30, 2022 and December 31, 2021 have been heavily impacted by the ongoing COVID pandemic. While all of these loans are performing, we elected to classify as Special Mention as an abundance of caution as we closely monitor the performance of the underlying businesses.

Troubled Debt Restructures:

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

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

(Dollars in thousands)

June 30, 2022

    

Accruing

    

Nonaccrual

    

Total

Commercial real estate

$

9,464

$

233

$

9,697

Commercial and industrial

 

1,010

 

 

1,010

Total

$

10,474

$

233

$

10,707

(Dollars in thousands)

December 31, 2021

    

Accruing

    

Nonaccrual

    

Total

Commercial real estate

$

2,678

$

479

$

3,157

Commercial and industrial

 

20

 

 

20

Total

$

2,698

$

479

$

3,177

Our policy is to return nonaccrual TDR loans to accrual status when all the principal and interest amounts contractually due, pursuant to its modified terms, are brought current and future payments are reasonably assured. Our policy also

17

Table of Contents

considers payment history of the borrower, but is not dependent upon a specific number of payments. The Company allocated a specific reserve of $498,000 and $242,000 as of June 30, 2022 and December 31, 2021, respectively, and recognized no partial charge offs on the TDR loans described above during the three and six months ended June 30, 2022 and 2021. No TDRs defaulted during the three and six months ended June 30, 2022 and 2021.

During the three and six months ended June 30, 2022, we modified two commercial real estate loans and three commercial and industrial loans as trouble debt restructurings. The total recorded investment in these modified loans were $7.6 million as of June 30, 2022. We did not modify any loans as a troubled debt restructuring during the year ended December 31, 2021. At June 30, 2022, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled debt restructurings.

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

(Dollars in thousands)

    

June 30, 

    

December 31, 

Type of Concession

2022

2021

Deferral of payments

$

233

 

$

488

Extension of maturity date

 

10,474

 

2,689

Total TDR loans

$

10,707

 

$

3,177

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

June 30, 2022

December 31, 2021

(Dollars in thousands)

    

Number of

    

Recorded

    

Number of

    

Recorded

Type

Loans

Investment

Loans

Investment

Commercial real estate

 

7

$

10,444

 

4

$

3,170

Commercial and industrial

 

4

 

1,164

 

1

 

20

Total

 

11

$

11,608

 

5

$

3,190

Modifications in Response to COVID-19

To help mitigate the adverse effects of COVID-19, loan customers were able to apply for a deferral of payments, or portions thereof, for up to three months. In the absence of other intervening factors, such short-term modifications made on a good faith basis are not categorized as troubled debt restructurings, nor are loans granted payment deferrals related to COVID-19 reported as past due or placed on nonaccrual status (provided the loans were not past due or on nonaccrual status prior to the deferral).

As of June 30, 2022, no loans were under approved payment deferrals.  As of December 31, 2021, non-Small Business Administration (“SBA”) commercial loans and SBA loans with outstanding balances $8.1 million and $6.5 million ($1.6 million unguaranteed book balance), respectively, were under approved payment deferrals. No residential mortgages were under approved payment deferrals as of December 31, 2021.

18

Table of Contents

NOTE 4 – SBA AND USDA LOAN SERVICING

The Company sells the guaranteed portion of certain SBA and USDA loans it originates and continues to service the sold portion of the loan. The portion of the loans sold are not included in the financial statements of the Company. As of June 30, 2022 and December 31, 2021, the unpaid principal balances of serviced loans totaled $504.9 million and $543.0 million, respectively.

Activity for SBA loan servicing rights are as follows:

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

(Dollars in thousands)

    

2022

    

2021

    

2022

    

2021

Beginning of period

$

10,395

$

10,374

$

10,091

$

9,488

Change in fair value

 

(2,333)

 

609

 

(2,029)

 

1,495

End of period, fair value

$

8,062

$

10,983

$

8,062

$

10,983

Fair value at June 30, 2022 and December 31, 2021 was determined using discount rates ranging from 10.50% to 16.01% and 7.57% to 12.25%, respectively, and prepayment speeds ranging from 12.82% to 17.44% and 14.43% to 17.12%, respectively, depending on the stratification of the specific right. Average default rates are based on the industry average for the applicable NAICS/SIC code.

The aggregate fair market value of the interest only strips included in SBA servicing assets was $154,000 and $143,000 at June 30, 2022 and December 31, 2021, respectively. Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of fair value measurement, risk characteristics including product type and interest rate, were used to stratify the originated loan servicing rights.

NOTE 5 – RESIDENTIAL MORTGAGE LOAN SERVICING

Residential mortgage loans serviced for others are not reported as assets. The outstanding principal of these loans at June 30, 2022 and December 31, 2021 was $589.5 million and $608.2 million, respectively.

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

(Dollars in thousands)

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

Mortgage loan servicing rights:

    

2022

    

2021

    

2022

    

2021

Beginning of period

$

6,925

$

11,722

$

7,747

$

12,991

Additions

 

347

 

 

760

 

Amortization expense

 

(1,270)

 

(1,590)

 

(2,580)

 

(3,059)

Valuation allowance

88

(603)

163

(403)

End of period, carrying value

$

6,090

$

9,529

$

6,090

$

9,529

(Dollars in thousands)

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

Valuation allowance:

    

2022

    

2021

    

2022

    

2021

Beginning balance

$

88

$

441

$

163

$

641

Additions expensed

 

 

603

 

 

603

Reductions credited to operations

(88)

 

(163)

 

(200)

Direct write-downs

Ending balance

$

$

1,044

$

$

1,044

The fair value of servicing rights was $7.8 million $7.9 million at June 30, 2022 and December 31, 2021, respectively. Fair value at June 30, 2022 was determined by using a discount rate of 12.08%, prepayment speeds of 19.66%, and a weighted average default rate of 1.27%. Fair value at December 31, 2021 was determined using a discount rate of 13.50%, prepayment speeds of 21.79%, and a weighted average default rate of 1.22%.

19

Table of Contents

NOTE 6 – FEDERAL HOME LOAN BANK ADVANCES & OTHER BORROWINGS

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

(Dollars in thousands)

    

June 30, 2022

    

December 31, 2021

Convertible advance maturing August 6, 2029; fixed rate of 0.85%

$

$

20,000

Convertible advance maturing November 7, 2029; fixed rate of 0.68%

 

 

30,000

Convertible advance maturing December 5, 2029; fixed rate of 0.75%

 

 

10,000

Convertible advance maturing February 1, 2030; fixed rate of 0.59%

20,000

Convertible advance maturing August 18, 2031; fixed rate of 0.025%

50,000

Convertible advance maturing October 7, 2031; fixed rate of 0.01%

50,000

Convertible advance maturing October 8, 2031; fixed rate of 0.01%

50,000

Convertible advance maturing October 20, 2031; fixed rate of 0.01%

150,000

Convertible advance maturing December 17, 2031; fixed rate of 0.01%

50,000

Convertible advance maturing December 23, 2031; fixed rate of 0.01%

50,000

Convertible advance maturing December 30, 2031; fixed rate of 0.01%

20,000

Convertible advance maturing May 6, 2032; fixed rate of 0.83%

100,000

Convertible advance maturing June 16, 2032; fixed rate of 1.68%

50,000

Convertible advance maturing June 16, 2032; fixed rate of 1.91%

50,000

Convertible advance maturing June 23, 2032; fixed rate of 1.95%

100,000

Convertible advance maturing May 12, 2037; fixed rate of 1.14%

75,000

Total FHLB advances

$

375,000

$

500,000

The FHLB advances outstanding at June 30, 2022 all have a conversion feature that allows the FHLB to call the advances every 3 months ($100.0 million), 6 months ($50.0 million), 9 months ($125.0 million) or 1 year ($100.0 million). At June 30, 2022, the Company had maximum borrowing capacity from the FHLB of $943.8 million based on the value of residential real estate loans pledged as collateral.

At June 30, 2022, the Company had unsecured federal funds lines available with correspondent banks of approximately $47.5 million. There were no advances outstanding on these lines at June 30, 2022.

At June 30, 2022, the Company had Federal Reserve Discount Window funds available of approximately $10.0 million. The funds are collateralized by a pool of commercial real estate and commercial and industrial loans totaling $29.5 million as of June 30, 2022. There were no outstanding borrowings on this line as of June 30, 2022.

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

The sold portion of SBA loans that have an interest only strip are considered secured borrowings and are included in other borrowings. Secured borrowings at June 30, 2022 and December 31, 2021 were $399,000 and $459,000, respectively.

NOTE 7 – OPERATING LEASES

The Company has entered into various operating leases for certain branch locations with terms extending through January 2031. Generally, these leases have initial lease terms of ten years or less. Many of the leases have one or more renewal options which typically are for five years at the then fair market rental rates. We assessed these renewal options using a threshold of reasonably certain. For leases where we were reasonably certain to renew, those option periods were included within the lease term, and therefore, the measurement of the right-of-use (“ROU”) asset and lease liability. None of our leases included options to terminate the lease and none had initial terms of 12 months or less (i.e. short-term leases).

20

Table of Contents

Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The Company currently does not have any finance leases.

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

The components of lease cost for the three and six months ended June 30, 2022 and 2021 were as follows:

Three Months Ended June 30, 

Six Months Ended June 30, 

(Dollars in thousands)

2022

    

2021

2022

    

2021

Operating lease cost

$

511

$

553

$

1,016

$

1,107

Variable lease cost

 

43

 

40

 

87

 

86

Short-term lease cost

 

 

 

 

Sublease income

 

 

 

 

Total net lease cost

$

554

$

593

$

1,103

$

1,193

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

(Dollars in thousands)

    

Twelve Months Ended:

    

Lease Liability

June 30, 2023

$

2,003

June 30, 2024

 

1,909

June 30, 2025

 

1,770

June 30, 2026

 

1,521

June 30, 2027

 

1,249

After June 30, 2027

 

1,938

Total lease payments

 

10,390

Less: interest discount

 

(1,359)

Present value of lease liabilities

$

9,031

 

Supplemental Lease Information

    

June 30, 2022

 

Weighted-average remaining lease term (years)

 

5.3

Weighted-average discount rate

 

3.06

%

Six Months Ended June 30, 

(Dollars in thousands)

    

2022

    

2021

Cash paid for amounts included in the measurement of lease liabilities:

 

  

 

  

Operating cash flows from operating leases (cash payments)

$

920

$

987

Operating cash flows from operating leases (lease liability reduction)

$

790

$

822

Operating lease right-of-use assets obtained in exchange for leases entered into during the period

$

$

560

NOTE 8 – INTEREST RATE DERIVATIVES

During third and fourth quarters of 2021 and the first and second quarters of 2022, the Company entered into thirteen separate interest rate swap agreements with notional amounts totaling $725.0 million. Six of the interest rate swaps are two-year forward three-year term swaps (five-year total term) where cash settlements begin in October 2023, January 2024 or April 2024. Four of the interest rate swaps are two-year forward two-year term swaps (four-year total term) where cash

21

Table of Contents

settlements begin in November 2023 or April 2024. Two of the interest rate swaps are a one-year forward two-year term swap (three-year total term) and a one-year forward three-year term swap (four-year term total) where cash settlements begin in May 2023 or July 2023. The remaining interest rate swap is a 3-year spot swap where cash settlements began in June 2022. The swap agreements were designated as cash flow hedges of our deposit accounts that are indexed to the Federal Funds Effective rate. The swaps are determined to be highly effective since inception and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps amounted to an unrealized gain of $10.9 million and $46,000 and an unrealized loss of $152,000 and $46,000 at June 30, 2022 and December 31, 2021, respectively. These unrealized gains and losses are recorded in Other Assets and Other Liabilities on the Consolidated Balance Sheets. The Company expects the hedges to remain highly effective during the remaining terms of the swap.

During October 2021, the Company entered into an interest rate cap agreement with a notional amount of $50.0 million and a cap rate of 2.50%. This interest rate cap is a two-year forward three-year term (five-year total term) where cash settlements begin on November 2023. The interest rate cap was designated as a cash flow hedge of our deposit accounts that are indexed to the Federal Funds Effective rate. The rate cap premium paid by the Company at inception will be amortized on a straight line basis to deposit interest expense over the total term of the interest rate cap agreement. The fair value of the interest rate cap amounted to an unrealized gain of $1.3 million and $321,000 at June 30, 2022 and December 31, 2021, respectively, and are recorded in Other Assets on the Consolidated Balance Sheets.

The Company is exposed to credit related losses in the event of the nonperformance by the counterparties to the interest rate swaps. The Company performs an initial credit evaluation and ongoing monitoring procedures for all counterparties and currently anticipates that all counterparties will be able to fully satisfy their obligation under the contracts. In addition, the Company may require collateral from counterparties in the form of cash deposits in the event that the fair value of the contracts are positive and such fair value for all positions with the counterparty exceeds the credit support thresholds specified by the underlying agreement. Conversely, the Company is required to post cash deposits as collateral in the event the fair value of the contracts are negative and are below the credit support thresholds. At June 30, 2022, there were no cash deposits pledged as collateral by the Company. At June 30, 2022, the Company held cash deposits of $12.0 million from the counterparty as collateral pledged against the large positive fair value of our interest rate derivatives.

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

    

As of or for the

Six Months Ended

(Dollars in thousands)

 

June 30, 2022

Notional Amounts

$

725,000

Weighted-average pay rate

2.06%

Weighted-average receive rate

0.44%

Weighted-average maturity

4.3 years

Weighted-average remaining maturity

3.9 years

Net interest (expense) income

$

(85)

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

    

As of or for the

Six Months Ended

(Dollars in thousands)

 

June 30, 2022

Notional Amounts

$

50,000

Rate Cap Premiums

619

Cap Rate

2.50%

Weighted-average maturity

5.0 years

Weighted-average remaining maturity

4.3 years

Net interest (expense) income

$

(62)

22

Table of Contents

NOTE 9 – LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS

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

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

    

June 30, 

    

December 31, 

(Dollars in thousands)

 

2022

 

2021

Financial instruments whose contract amounts represent credit risk:

 

  

 

  

Commitments to extend credit

$

49,705

$

61,345

Standby letters of credit

$

3,958

$

4,674

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit includes $49.7 million of unused lines of credit and $4.0 million for standby letters of credit as of June 30, 2022. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the counterparty.

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

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

NOTE 10 – FAIR VALUE

Financial Instruments Measured at Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

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

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

Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value

23

Table of Contents

measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

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

The following presents the assets and liabilities as of June 30, 2022 and December 31, 2021 which are measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, and the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy, for which a nonrecurring change in fair value has been recorded:

    

June 30, 2022

Total Gains

(Dollars in thousands)

Total

    

Level 1

    

Level 2

    

Level 3

     

(Losses)

Assets

 

  

 

  

 

  

 

  

 

  

Recurring fair value measurements:

 

  

 

  

 

  

 

  

 

  

Securities available for sale:

 

  

 

  

 

  

 

  

 

  

Obligations of U.S. Government entities and agencies

$

5,900

$

$

$

5,900

 

  

States and political subdivisions

 

6,839

 

6,839

 

  

Mortgage-backed GSE residential

 

8,655

 

8,655

 

  

Total securities available for sale

 

21,394

 

15,494

 

5,900

 

  

Equity securities

10,778

10,778

 

SBA servicing asset

 

8,062

 

8,062

 

  

Interest only strip

 

154

 

154

 

  

Interest rate derivatives

12,192

12,192

$

52,580

$

10,778

$

27,686

$

14,116

Nonrecurring fair value measurements:

 

  

 

  

 

  

 

  

Impaired loans

$

1,068

$

$

$

1,068

$

225

Liabilities

Recurring fair value measurements:

Interest rate swaps

$

152

$

$

152

$

24

Table of Contents

    

December 31, 2021

Total Gains

(Dollars in thousands)

Total

    

Level 1

    

Level 2

    

Level 3

     

(Losses)

Assets

 

  

 

  

 

  

 

  

 

  

Recurring fair value measurements:

 

  

 

  

 

  

 

  

 

  

Securities available for sale:

 

  

 

  

 

  

 

  

 

  

Obligations of U.S. Government entities and agencies

$

6,949

$

$

$

6,949

 

  

States and political subdivisions

 

8,361

 

8,361

 

  

Mortgage-backed GSE residential

 

10,423

 

10,423

 

  

Total securities available for sale

 

25,733

 

18,784

 

6,949

 

  

Equity securities

11,386

11,386

SBA servicing asset

 

10,091

 

10,091

 

  

Interest only strip

 

143

 

143

 

  

Interest rate derivatives

367

367

$

47,720

$

11,386

$

19,151

$

17,183

Nonrecurring fair value measurements:

 

  

 

  

 

  

 

  

Impaired loans

$

947

$

$

$

947

$

(7)

Liabilities

Recurring fair value measurements:

Interest rate swaps

$

46

$

$

46

$

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

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

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

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

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

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

25

Table of Contents

management’s best estimates of the key assumptions — credit losses and discount rates commensurate with the risks involved.

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

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

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

26

Table of Contents

Changes in level 3 fair value measurements

The table below presents a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021:

Obligations of

SBA

(Dollars in thousands)

U.S. Government

Servicing

Interest Only

Three Months Ended:

    

Entities and Agencies

    

Asset

    

Strip

    

Liabilities

Fair value, April 1, 2022

$

6,729

$

10,395

$

159

$

Total losses included in income

 

 

(2,333)

 

(5)

 

Settlements

 

 

 

 

Prepayments/paydowns

 

(829)

 

 

 

Transfers in and/or out of level 3

 

 

 

 

Fair value, June 30, 2022

$

5,900

$

8,062

$

154

$

Fair value, April 1, 2021

$

9,232

$

10,374

$

161

$

Total gains included in income

 

 

609

 

11

 

Settlements

 

 

 

 

Prepayments/paydowns

 

(2,023)

 

 

 

Transfers in and/or out of level 3

 

 

 

 

Fair value, June 30, 2021

$

7,209

$

10,983

$

172

$

Six Months Ended:

Fair value, January 1, 2022

$

6,949

$

10,091

$

143

$

Total (losses)/gains included in income

 

 

(2,029)

 

11

 

Settlements

 

 

 

 

Prepayments/paydowns

 

(1,049)

 

 

 

Transfers in and/or out of level 3

 

 

 

 

Fair value, June 30, 2022

$

5,900

$

8,062

$

154

$

Fair value, January 1, 2021

$

9,306

$

9,488

$

155

$

Total gains included in income

 

 

1,495

 

17

 

Settlements

 

 

 

 

Prepayments/paydowns

 

(2,097)

 

 

 

Transfers in and/or out of level 3

 

 

 

 

Fair value, June 30, 2021

$

7,209

$

10,983

$

172

$

27

Table of Contents

There were no gains or losses included in earnings for securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the periods presented above. The only activity for these securities were prepayments. There were no purchases, sales, or transfers into and out of Level 3. The following table presents quantitative information about recurring Level 3 fair value measures at June 30, 2022 and December 31, 2021:

    

Valuation

    

Unobservable

    

General

Technique

Input

Range

June 30, 2022:

Recurring:

Obligations of U.S. Government entities and agencies

 

Discounted cash flows

 

Discount rate

 

0%-3%

SBA servicing asset and interest only strip

 

Discounted cash flows

 

Prepayment speed

 

12.82%-17.44%

Discount rate

 

10.50%-16.01%

Nonrecurring:

Impaired loans

Appraised value less estimated selling costs

Estimated selling costs

6%

December 31, 2021:

 

  

 

  

 

  

Recurring:

Obligations of U.S. Government entities and agencies

 

Discounted cash flows

 

Discount rate

 

0%-3%

SBA servicing asset and interest only strip

 

Discounted cash flows

 

Prepayment speed

 

14.43%-17.12%

 

Discount rate

  

7.57%-12.25%

Nonrecurring:

Impaired Loans

Appraised value less estimated selling costs

Estimated selling costs

6%

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

Carrying

    

Estimated Fair Value at June 30, 2022

(Dollars in thousands)

    

Amount

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial Assets:

 

  

 

  

 

  

 

  

 

  

Cash, due from banks, and federal funds sold

$

223,096

$

$

223,096

$

$

223,096

Investment securities

 

32,172

 

10,778

 

15,494

5,900

 

32,172

FHLB stock

 

15,619

 

 

 

 

N/A

Loans, net

 

2,753,342

 

 

 

2,749,212

 

2,749,212

Accrued interest receivable

 

10,990

 

 

99

 

10,891

 

10,990

SBA servicing assets

 

8,062

 

 

 

8,062

 

8,062

Interest only strips

 

154

 

 

 

154

 

154

Mortgage servicing assets

 

6,090

 

 

 

7,751

 

7,751

Interest rate derivatives

12,192

12,192

12,192

Financial Liabilities:

 

 

  

 

  

 

  

 

Deposits

 

2,397,008

 

 

2,393,652

 

 

2,393,652

Federal Home Loan Bank advances

375,000

372,600

372,600

Other borrowings

 

399

 

 

399

 

 

399

Accrued interest payable

 

703

 

 

703

 

 

703

Interest rate derivatives

 

152

 

 

152

 

 

152

28

Table of Contents

Carrying

Estimated Fair Value at December 31, 2021

(Dollars in thousands)

    

Amount

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial Assets:

 

  

 

  

 

  

 

  

 

  

Cash, due from banks, and federal funds sold

$

441,341

$

$

441,341

$

$

441,341

Investment securities

 

37,119

 

11,386

 

18,784

 

6,949

 

37,119

FHLB stock

 

19,701

 

 

 

 

N/A

Loans, net

 

2,488,118

 

 

 

2,561,269

 

2,561,269

Accrued interest receivable

 

11,052

 

 

100

 

10,952

 

11,052

SBA servicing asset

 

10,091

 

 

 

10,091

 

10,091

Interest only strips

 

143

 

 

 

143

 

143

Mortgage servicing assets

 

7,747

 

 

7,937

 

7,937

Interest rate derivatives

367

367

367

Financial Liabilities:

 

 

  

 

  

 

  

 

  

Deposits

 

2,263,020

 

 

2,263,246

 

 

2,263,246

Federal Home Loan Bank advances

500,000

501,450

501,450

Other borrowings

 

459

 

 

459

 

 

459

Accrued interest payable

 

204

 

 

204

 

 

204

Interest rate derivatives

 

46

 

 

46

 

 

46

NOTE 11 – REGULATORY MATTERS

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

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At June 30, 2022 and December 31, 2021, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

29

Table of Contents

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

To Be Well Capitalized

 

Minimum Capital Required -

Under Prompt Corrective

 

Actual

Basel III

Action Provisions:

 

(Dollars in thousands)

    

Amount

    

Ratio

    

Amount ≥

    

Ratio ≥

    

Amount ≥

    

Ratio ≥

 

As of June 30, 2022:

Total Capital (to Risk Weighted Assets)

Consolidated

$

324,972

17.60

%

193,838

10.5

%

184,607

 

10.0

%

Bank

 

317,641

17.21

%

193,820

10.5

184,590

 

10.0

Tier I Capital (to Risk Weighted Assets)

Consolidated

 

308,295

16.70

%

156,916

8.5

%

147,686

 

8.0

%

Bank

 

300,964

16.30

%

156,902

8.5

147,672

 

8.0

Common Tier 1 (CET1)

Consolidated

 

308,295

16.70

%

129,225

7.0

%

119,995

 

6.5

%

Bank

 

300,964

16.30

%

129,213

7.0

119,984

 

6.5

Tier 1 Capital (to Average Assets)

Consolidated

 

308,295

10.31

%

119,663

4.0

%

149,579

 

5.0

%

Bank

 

300,964

10.06

%

119,631

4.0

149,538

 

5.0

As of December 31, 2021:

Total Capital (to Risk Weighted Assets)

Consolidated

$

297,108

 

17.77

%

175,564

10.5

%

N/A

 

N/A

Bank

 

287,258

 

17.18

%

175,525

10.5

167,166

 

10.0

%

Tier I Capital (to Risk Weighted Assets)

Consolidated

 

280,156

 

16.76

%

142,123

8.5

%

N/A

 

N/A

Bank

 

270,306

 

16.17

%

142,091

8.5

133,733

 

8.0

%

Common Tier 1 (CET1)

Consolidated

 

280,156

 

16.76

%

117,043

7.0

%

N/A

 

N/A

Bank

 

270,306

 

16.17

%

117,016

7.0

108,658

 

6.5

%

Tier 1 Capital (to Average Assets)

Consolidated

 

280,156

 

9.44

%

118,682

4.0

%

N/A

 

N/A

Bank

 

270,306

 

9.11

%

118,667

4.0

148,333

 

5.0

%

NOTE 12 – STOCK BASED COMPENSATION

The Company adopted the MetroCity Bankshares, Inc. 2018 Stock Option Plan (the “Prior Option Plan”) effective as of April 18, 2018, and the Prior Option Plan was approved by the Company’s shareholders on May 30, 2018. The Prior Option Plan provided for awards of stock options to officers, employees and directors of the Company. The Board of Directors of the Company determined that it was in the best interests of the Company and its shareholders to amend and restate the Prior Option Plan to provide for the grant of additional types of awards. Acting pursuant to its authority under the Prior Option Plan, the Board of Directors approved and adopted the MetroCity Bankshares, Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which constitutes the amended and restated version of the Prior Option Plan. The Board of Directors has reserved 2,400,000 shares of Company common stock for issuance pursuant to awards granted under the 2018 Incentive Plan, any or all of which may be granted as nonqualified stock options, incentive stock options, restricted stock, restricted stock units, performance awards and other stock-based awards. In the event all or a portion of a stock award is forfeited, cancelled, expires, or is terminated before becoming vested, paid, exercised, converted, or otherwise settled in full, any unissued or forfeited shares again become available for issuance pursuant to awards granted under the 2018 Incentive Plan and do not count against the maximum number of reserved shares. In addition, shares of common stock deducted or withheld to satisfy tax withholding obligations will be added back to the share reserve and will again be available for issuance pursuant to awards granted under the plan. The 2018 Incentive Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”). The determination of award recipients under the 2018 Incentive Plan, and the terms of those awards, will be made by the Committee. At June 30, 2022, 240,000 stock options had been granted and 585,444 shares of restricted stock had been issued under the 2018 Incentive Plan.

30

Table of Contents

Stock Options

A summary of stock option activity for the six months ended June 30, 2022 is presented below:

Weighted

Average

    

Shares

    

Exercise Price

Outstanding at January 1, 2022

 

240,000

$

12.70

Granted

 

 

Exercised

 

 

Forfeited

 

 

Outstanding at June 30, 2022

 

240,000

$

12.70

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

Restricted Stock Units

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

A summary of restricted stock activity for the six months ended June 30, 2022 is presented below:

    

    

Weighted-

Average Grant-

Nonvested Shares

Shares

Date Fair Value

Nonvested at January 1, 2022

 

134,703

$

13.86

Granted

 

143,793

 

20.31

Vested

 

(101,097)

 

15.86

Forfeited

 

 

Nonvested at June 30, 2022

 

177,399

$

17.95

During the three months ended June 30, 2022 and 2021, the Company recognized compensation expense for restricted stock of $359,000 and $249,000, respectively. During the six months ended June 30, 2022 and 2021, the Company recognized compensation expense for restricted stock of $553,000 and $433,000, respectively. As of June 30, 2022 and December 31, 2021, there was $3.7 million and $1.4 million, respectively, of total unrecognized compensation cost related to nonvested shares granted under the 2018 Incentive Plan. As of June 30, 2022, the cost is expected to be recognized over a weighted-average period of 2.6 years.

31

Table of Contents

NOTE 13 – EARNINGS PER SHARE

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

Three Months Ended

    

Six Months Ended

June 30, 

June 30, 

(Dollars in thousands, except per share data)

    

2022

    

2021

    

2022

    

2021

Basic earnings per share

Net Income

$

16,100

$

14,393

$

35,529

$

27,374

Weighted average common shares outstanding

 

25,459,003

 

25,642,350

 

25,462,102

 

25,658,373

Basic earnings per common share

$

0.63

$

0.56

$

1.40

$

1.07

Diluted earnings per share

Net Income

$

16,100

$

14,393

$

35,529

$

27,374

Weighted average common shares outstanding for basic earnings per common share

 

25,459,003

 

25,642,350

 

25,462,102

 

25,658,373

Add: Dilutive effects of restricted stock and options

 

270,153

 

190,978

 

284,589

 

182,157

Average shares and dilutive potential common shares

 

25,729,156

 

25,833,328

 

25,746,691

 

25,840,530

Diluted earnings per common share

$

0.63

$

0.56

$

1.38

$

1.06

There were no stock options or restricted stock excluded from the computation of diluted earnings per common share since they were antidilutive for the three and six months ended June 30, 2022 and 2021.

32

Table of Contents

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

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

Cautionary Note Regarding Forward-Looking Statements

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

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

business and economic conditions, particularly those affecting the financial services industry and our primary market areas;
the risk of inflation and interest rate increases resulting from monetary and fiscal stimulus responses, and the resulting effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;
the risk that a future economic downturn and contraction, including a recession, could have a material adverse effect on our capital, financial condition, credit quality, results of operations and future growth, including the risk that the strength of the current economic environment could be weakened by the continued impact of rising interest rates, supply chain challenges and inflation;
factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our borrowers and the success of various projects that we finance;
concentration of our loan portfolio in real estate loans changes in the prices, values and sales volumes of commercial and residential real estate;
credit and lending risks associated with our construction and development, commercial real estate, commercial and industrial, residential real estate and SBA loan portfolios;
negative impact in our mortgage banking services, including declines in our mortgage originations or profitability due to rising interest rates and increased competition and regulation, the Bank’s or third party’s failure to satisfy

33

Table of Contents

mortgage servicing obligations, and the possibility of the Bank being required to repurchase mortgage loans or indemnify buyers;
our ability to attract sufficient loans that meet prudent credit standards, including in our construction and development, commercial and industrial  and owner-occupied  commercial real estate loan categories;
our ability to attract and maintain business banking relationships with well-qualified businesses, real estate developers and investors with proven track records in our market areas;
changes in interest rate environment, including changes to the federal funds rate, and competition in our markets may result in increased funding costs or reduced earning assets yields, thus reducing our margins and net interest income;
our ability to successfully manage our credit risk and the sufficiency of our allowance for loan losses (“ALL”);
the adequacy of our reserves (including ALL) and the appropriateness of our methodology for calculating such reserves;
our ability to successfully execute our business strategy to achieve profitable  growth;
the concentration of our business within our geographic areas of operation and to the general Asian-American population within our primary market areas;
our focus on small and mid-sized businesses;
our ability to manage our growth;
our ability to increase our operating efficiency;
liquidity issues, including fluctuations in the fair value and liquidity of the securities we hold for sale and our ability to raise additional capital, if necessary;
failure to maintain adequate liquidity and regulatory capital and comply with evolving federal and state banking regulations;
risks that our cost of funding could increase, in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits;
a large percentage of our deposits are attributable to a relatively small number of customers;
inability of our risk management framework to effectively mitigate credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, strategic risk and reputational risk;
the makeup of our asset mix and investments;
external economic, political and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve System (“FRB”), inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;
uncertainty related to the transition away from the London Inter-bank Offered Rate (“LIBOR”);

34

Table of Contents

the continued impact of the COVID-19 pandemic on our business, including the impact of the actions taken by governmental authorities to try and contain the virus or address the impact of the virus on the United States economy (including, without limitations, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act), including the risk of inflation and interest rate increases resulting from monetary and fiscal stimulus responses;
adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions related to the COVID-19 pandemic, including as a result of participation in and execution of government programs related to the COVID-19 pandemic, including, but not limited to, the Paycheck Protection Program (“PPP”);
continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies (including fintech companies), many of which are subject to different regulations than we are;
challenges arising from unsuccessful attempts  to expand into new geographic markets, products, or services;
restraints on the ability of the Bank to pay dividends to us, which could limit our liquidity;
increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;
a failure in the internal controls we have implemented to address the risks inherent to the business of banking;
inaccuracies in our assumptions about future events, which could result in material differences between our financial projections and actual financial performance;
changes in our management personnel or our inability to retain motivate and hire qualified management personnel;
the dependence of our operating model on our ability to attract and retain experienced and talented bankers in each of our markets, which may be impacted as a result of labor shortages;
our ability to identify and address cyber-security risks, fraud and systems errors;
disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems;
disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;
an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;
fraudulent and negligent acts by our clients, employees or vendors and our ability to identify and address such acts;
risks related to potential acquisitions;
the expenses that we will incur to operate as a public company and our inexperience complying with the requirements of being a public company;
the impact of any claims or legal actions to which we may be subject, including any effect on our reputation;

35

Table of Contents

compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection  with commercial mortgage origination, sale and servicing operations;
changes in the scope and cost of Federal Deposit Insurance Corporation (“FDIC”) insurance and other coverage;
changes in our accounting standards;
changes in tariffs and trade barriers;
changes in federal tax law or policy;
the effects of war or other conflicts (including Russia’s military action in Ukraine), acts of terrorism, natural disasters, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions; and
other risks and factors identified in our Annual Report on Form 10-K for the year ended December 31, 2021, including those identified under the heading “Risk Factors”, and detailed from time to time in our other filings with the U.S. Securities and Exchange Commission.

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

COVID-19 Pandemic

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

We implemented loan programs to allow customers who are experiencing hardships from the COVID-19 pandemic to defer loan principal and interest payments for up to twenty-four months. As of June 30, 2022, we had no commercial or SBA customers under an approved payment deferral related to these loan programs.

As of June 30, 2022, our residential real estate loan portfolio made up 75.4% of our total loan portfolio and had a weighted average amortized loan-to-collateral value ratio (“LTV”) of approximately 54.6%. As of June 30, 2022, we had no residential mortgages on hardship payment deferrals.

As a preferred SBA lender, we participated in the PPP created under the CARES Act and implemented by the SBA to help provide loans to our business customers in need. During the first round of PPP funding in the second and third quarters of 2020, the Company approved and funded over 1,800 PPP loans totaling $97.0 million. These PPP loans were funded with our current cash balances and all PPP loans are fully guaranteed by the SBA. As of August 2, 2022, the SBA had granted forgiveness for these PPP loans totaling $96.6 million, or 99.6% of PPP loans funded

The Economic Aid Act, signed into law on December 27, 2020, authorized an additional $284.5 billion in new PPP funding and extended the authority of lenders to make PPP loans through May 31, 2021. We participated in this new round

36

Table of Contents

of PPP loan funding by offering first and second draw loans. The Company approved and funded over 1,000 PPP loans totaling $61.8 million under this new round of PPP loan funding. As of August 2, 2022, the SBA had granted forgiveness for these PPP loans totaling $56.4 million, or 91.3% of PPP loans funded.

Despite the progress and while the overall outlook has improved based on the availability of the vaccine to all adults and older children, the emergence and spread of variants remains as a risk to containing and ending the pandemic, as well as to full economic recovery in our footprint.  Even with improvements in certain economic indicators, significant uncertainty remains over the timing and scope of additional government stimulus packages, and the speed of the recovery from the downturn on our business, customers, and the economy as a whole remains uncertain.

Critical Accounting Policies and Estimates

Our accounting and reporting estimates conform with U.S. GAAP and general practices within the financial services industry.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We consider accounting estimates that can (1) be replaced by other reasonable estimates and/or (2) changes to an estimate from period to period that have a material impact on the presentation of our financial condition, changes in financial condition or results of operations as well as (3) those estimates that require significant and complex assumptions about matters that are highly uncertain to be critical accounting estimates. We consider our critical accounting policies to include the allowance for loan losses, servicing assets, fair value of financial instruments and income taxes.

Critical accounting estimates include a high degree of uncertainty in the underlying assumptions. Management bases its estimates on historical experience, current information and other factors deemed relevant. The development, selection and disclosure of our critical accounting estimates are reviewed with the Audit Committee of the Company's Board of Directors. Actual results could differ from these estimates. For additional information regarding critical accounting policies, refer to “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” and Note 1 of our consolidated financial statements as of December 31, 2021 in the Company’s 2021 Form 10-K. As of June 30, 2022, there have been no significant changes to our critical accounting estimates.

Overview

MetroCity Bankshares, Inc. is a bank holding company headquartered in the Atlanta metropolitan area. We operate through our wholly-owned banking subsidiary, Metro City Bank, a Georgia state-chartered commercial bank that was founded in 2006. We currently operate 19 full-service branch locations in multi-ethnic communities in Alabama, Florida, Georgia, New York, New Jersey, Texas and Virginia. As of June 30, 2022, we had total assets of $3.17 billion, total loans of $2.77 billion, total deposits of $2.40 billion and total shareholders’ equity of $323.1 million.

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

37

Table of Contents

Selected Financial Data

The following table sets forth unaudited selected financial data for the most recent five quarters and for the six months ended June 30, 2022 and 2021. This data should be read in conjunction with the unaudited consolidated financial statements and accompanying notes included in Item 1 and the information contained in this Item 2.

38

Table of Contents

As of or for the Three Months Ended

As of or for the Six Months Ended

 

    

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

    

June 30, 

    

June 30,

    

June 30,

 

(Dollars in thousands, except per share data)

2022

2022

2021

2021

2021

2022

2021

 

Selected income statement data:  

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest income

$

33,025

$

31,953

$

30,857

$

29,324

$

25,888

$

64,978

$

48,560

Interest expense

 

2,805

 

1,300

 

1,236

 

1,135

 

1,063

 

4,105

 

2,201

Net interest income

 

30,220

 

30,653

 

29,621

 

28,189

 

24,825

 

60,873

 

46,359

Provision for loan losses

 

 

104

 

546

 

2,579

 

2,205

 

104

 

3,804

Noninterest income

 

4,653

 

7,656

 

7,491

 

9,532

 

8,594

 

12,309

 

16,780

Noninterest expense

 

13,119

 

12,179

 

12,512

 

13,111

 

12,093

 

25,298

 

22,801

Income tax expense

 

5,654

 

6,597

 

6,609

 

5,149

 

4,728

 

12,251

 

9,160

Net income

 

16,100

 

19,429

 

17,445

 

16,882

 

14,393

 

35,529

 

27,374

Per share data:

 

 

 

 

 

 

 

  

Basic income per share

$

0.63

$

0.76

$

0.69

$

0.66

$

0.56

$

1.40

$

1.07

Diluted income per share

$

0.63

$

0.76

$

0.68

$

0.66

$

0.56

$

1.38

$

1.06

Dividends per share

$

0.15

$

0.15

$

0.14

$

0.12

$

0.10

$

0.30

$

0.20

Book value per share (at period end)

$

12.69

$

12.19

$

11.40

$

10.84

$

10.33

$

12.69

$

10.33

Shares of common stock outstanding

 

25,451,125

 

25,465,236

 

25,465,236

 

25,465,236

 

25,578,668

 

25,451,125

 

25,578,668

Weighted average diluted shares

 

25,729,156

 

25,719,035

 

25,720,128

 

25,729,043

 

25,833,328

 

25,746,691

 

25,840,530

Performance ratios:

 

 

 

 

 

 

 

  

Return on average assets

 

2.16

%  

2.52

%  

2.33

%  

 

2.61

%  

 

2.53

%  

 

2.34

%  

 

2.57

%

Return on average equity

 

20.65

 

26.94

 

24.80

 

25.23

 

22.51

 

23.67

 

21.94

Dividend payout ratio

 

23.85

 

19.76

 

20.52

 

18.24

 

17.95

 

21.62

 

18.88

Yield on total loans

 

4.95

 

5.00

 

4.93

 

5.16

 

5.21

 

4.98

 

5.21

Yield on average earning assets

 

4.65

 

4.34

 

4.32

 

4.75

 

4.79

 

4.49

 

4.82

Cost of average interest bearing liabilities

 

0.56

 

0.24

 

0.24

 

0.28

 

0.31

 

0.40

 

0.34

Cost of deposits

 

0.55

 

0.27

 

0.27

 

0.28

 

0.29

 

0.41

 

0.32

Net interest margin

 

4.26

 

4.16

 

4.15

 

4.57

 

4.60

 

4.21

 

4.60

Efficiency ratio(1)

 

37.62

 

31.79

 

33.71

 

34.76

 

36.19

 

34.57

 

36.11

Asset quality data (at period end):  

 

 

 

 

 

 

 

  

Net charge-offs to average loans held for investment

 

0.00

%  

 

0.06

%  

 

0.01

%  

 

0.00

%  

 

0.02

%  

 

0.03

%  

 

0.01

%

Nonperforming assets to gross loans and OREO

 

1.22

 

0.63

 

0.61

 

0.55

 

0.67

 

1.22

 

0.67

ALL to nonperforming loans

 

54.79

 

134.39

 

143.69

 

189.44

 

147.82

 

54.79

 

147.82

ALL to loans held for investment

 

0.60

 

0.66

 

0.67

 

0.69

 

0.66

 

0.60

 

0.66

39

Table of Contents

Balance sheet and capital ratios:

 

 

 

 

 

 

 

  

Gross loans held for investment to deposits

 

115.86

%  

 

105.72

%  

 

110.98

%  

 

112.15

%  

 

106.31

%  

 

115.86

%  

 

106.31

%

Noninterest bearing deposits to deposits

 

25.87

 

25.84

 

26.18

 

30.32

 

31.30

 

25.87

 

31.30

Common equity to assets

 

10.20

 

9.88

 

9.34

 

10.04

 

10.50

 

10.20

 

10.50

Leverage ratio

 

10.31

 

9.46

 

9.44

 

10.34

 

11.14

 

10.31

 

11.14

Common equity tier 1 ratio

 

16.70

 

17.24

 

16.76

 

16.61

 

17.75

 

16.70

 

17.75

Tier 1 risk-based capital ratio

 

16.70

 

17.24

 

16.76

 

16.61

 

17.75

 

16.70

 

17.75

Total risk-based capital ratio

 

17.60

 

18.22

 

17.77

 

17.64

 

18.72

 

17.60

 

18.72

Mortgage and SBA loan data:  

 

 

 

 

 

 

 

  

Mortgage loans serviced for others

$

589,500

$

605,112

$

608,208

$

669,358

$

746,660

$

589,500

$

746,660

Mortgage loan production

 

326,968

 

162,933

 

237,195

 

368,790

 

326,507

 

489,901

 

590,205

Mortgage loan sales

 

37,928

 

56,987

 

 

 

 

94,915

 

SBA loans serviced for others

 

504,894

 

528,227

 

542,991

 

549,818

 

549,238

 

504,894

 

549,238

SBA loan production(2)

 

21,407

 

50,689

 

52,727

 

85,265

 

67,376

 

72,096

 

147,842

SBA loan sales

 

 

22,898

 

30,169

 

37,984

 

34,158

 

22,898

 

56,557

(1)Represents noninterest expense divided by total revenue (net interest income and total noninterest income).
(2)The amounts presented for the three and six months ended June 30, 2021 include PPP loan originations totaling $14.1 million and $60.8 million, respectively.

Results of Operations

We recorded net income of $16.1 million for the three months ended June 30, 2022 compared to $14.4 million for the same period in 2021, an increase of $1.7 million, or 11.9%. For the six months ended June 30, 2022, we recorded net income of $35.5 million compared to $27.4 million for the six months ended June 30, 2021, an increase of $8.1 million, or 29.8%.

Basic and diluted earnings per common share for the three months ended June 30, 2022 was $0.63 compared to $0.56 for both the basic and diluted earnings per common share for the same period in 2021. For the six months ended June 30, 2022, basic and diluted earnings per common share was $1.40 and $1.38, respectively, compared to $1.07 and $1.06 for the same period a year ago, respectively.

Interest Income

Interest income totaled $33.0 million for the three months ended June 30, 2022, an increase of $7.1 million, or 27.6%, from the three months ended June 30, 2021, primarily due to an increase in average loan balances of $636.4 million. We also recognized PPP fee income of $341,000 during the three months ended June 30, 2022 compared to PPP fee income of $1.7 million during the three months ended June 30, 2021. The increase in average loans is due to an increase of $65.7 million in average commercial real estate loans and an increase of $677.2 million in average residential mortgage loans, offset by a decrease of $14.5 million in average construction and development loans and a decrease of $92.0 million in commercial and industrial loans. As compared to the three months ended June 30, 2021, the yield on average interest-earning assets decreased by 14 basis points to 4.65% from 4.79% with the yield on average loans decreasing by 26 basis points and the yield on average total investments increasing by 91 basis points.

40

Table of Contents

Interest income was $65.0 million for the six months ended June 30, 2022 compared to $48.6 million for the same period in 2021, an increase of $16.4 million, or 33.8%, primarily due to the increase in average loan balances of $717.0 million. The increase in average loans is due to an increase of $61.6 million in average commercial real estate loans and an increase of $757.3 million in average residential mortgage loans, offset by a decrease of $12.5 million in average construction and development loans and a decrease of $89.5 million in average commercial and industrial loans. As compared to the six months ended June 30, 2021, the yield on average interest-earning assets decreased by 33 basis points to 4.49% from 4.82% with the yield on average loans decreasing by 23 basis points and the yield on average total investments increasing by 33 basis points.

Interest Expense

Interest expense for the three months ended June 30, 2022 increased $1.7 million, or 163.9%, to $2.8 million compared to interest expense of $1.1 million for the three months ended June 30, 2021, primarily due to a $465.7 million increase in average interest-bearing deposit balances coupled with a 26 basis points increase in deposit costs. The 26 basis points increase in deposit costs included a 41 basis point increase in the yield on average money market deposits and a five basis points increase in the yield on average time deposits. Average money market deposits increased by $507.1 million while average time deposits decreased by $131.8 million. Interest expense totaled $4.1 million for the six months ended June 30, 2022, an increase of $1.9 million, or 86.5%, compared to the same period in 2021, primarily due to a $530.4 million increase in average interest-bearing deposit balances coupled with a 21 basis points increase in money market deposit costs.

Average borrowings outstanding for the three months ended June 30, 2022 increased by $152.3 million with an increase in rate of seven basis points compared to the three months ended June 30, 2021. Average borrowings outstanding for the six months ended June 30, 2022 increased by $266.0 million with a decrease in rate of 31 basis points compared to the same period in 2021.

Net Interest Margin

The net interest margin for the three months ended June 30, 2022 decreased by 34 basis points to 4.26% from 4.60% for the three months ended June 30, 2021, primarily due to a 14 basis points decrease in the yield on average interest-earning assets of $2.85 billion and a 25 basis points increase in the cost of average interest-bearing liabilities of $2.00 billion. Average earning assets for the three months ended June 30, 2022 increased by $679.5 million from the same period in 2021, primarily due to a $636.4 million increase in average loans and a $24.4 million increase in average interest-earning cash accounts. Average interest-bearing liabilities for the three months ended June 30, 2022 increased by $618.1 million from the three months ended June 30, 2021, driven by an increase in average interest-bearing deposits of $465.7 million and an increase in average borrowings of $152.3 million. The inclusion of PPP loan average balances, interest and fees had a three basis points impact on both the yield on average loans and the net interest margin for the three months ended June 30, 2022. The inclusion of PPP loan average balances, interest and fees had a 14 basis point impact on the yield on average loans and a 16 basis points impact on the net interest margin for the three months ended June 30, 2021.

The net interest margin for the six months ended June 30, 2022 decreased by 39 basis points to 4.21% from 4.60% for the six months ended June 30, 2021, primarily due to a 33 basis point decrease in the yield of average interest-earnings assets of $2.92 billion and a six basis points increase in the cost of interest-bearing liabilities of $2.09 billion. Average earning assets increased by $884.2 million, primarily due to a $717.0 million increase in average loans and a $148.5 million increase in average interest-earning cash accounts. Average interest-bearing liabilities increased by $796.4 million, primarily driven by an increase in average interest-bearing deposits of $530.4 million, as well as an increase in average borrowings of $266.0 million. The inclusion of PPP loan average balances, interest and fees had a four basis point impact on both the yield on average loans and the net interest margin for the six months ended June 30, 2022. The inclusion of PPP loan average balances, interest and fees had an eight basis point impact on the yield on average loans and a 10 basis points impact on the net interest margin for the six months ended June 30, 2021.

Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market

41

Table of Contents

interest rates, competition  and the shape of the interest rate yield curve. The decline in our net interest margin is primarily the result of the decrease in the yield on our interest-earning assets and the increase in our deposit costs.

Average Balances, Interest and Yields

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

Three Months Ended June 30, 

 

2022

2021

 

Average

Interest and

Yield /

Average

Interest and

Yield /

 

(Dollars in thousands)

    

Balance

    

Fees

    

Rate

    

Balance

    

Fees

    

Rate

 

Earning Assets:

 

  

 

  

 

  

 

  

 

  

 

  

Federal funds sold and other investments(1)

$

193,955

$

592

 

1.22

%  

$

169,578

$

76

 

0.18

%

Investment securities

 

35,754

 

123

 

1.38

 

17,080

 

84

 

1.97

Total investments

 

229,709

 

715

 

1.25

 

186,658

 

160

 

0.34

Construction and development

 

32,647

 

414

 

5.09

 

47,173

 

615

 

5.23

Commercial real estate

 

575,917

 

8,403

 

5.85

 

510,241

 

7,344

 

5.77

Commercial and industrial

 

54,423

 

915

 

6.74

 

146,408

 

2,558

 

7.01

Residential real estate

 

1,952,730

 

22,545

 

4.63

 

1,275,555

 

15,180

 

4.77

Consumer and other

 

266

 

33

 

49.76

 

179

 

31

 

69.46

Gross loans(2)

 

2,615,983

 

32,310

 

4.95

 

1,979,556

 

25,728

 

5.21

Total earning assets

 

2,845,692

 

33,025

 

4.65

 

2,166,214

 

25,888

 

4.79

Noninterest-earning assets

 

146,669

 

  

 

 

112,161

 

Total assets

 

2,992,361

 

  

 

 

2,278,375

 

Interest-bearing liabilities:

 

  

 

  

 

 

  

 

  

 

  

NOW and savings deposits

 

197,460

102

 

0.21

 

107,072

 

53

 

0.20

Money market deposits

 

1,166,272

1,860

 

0.64

 

659,173

 

373

 

0.23

Time deposits

 

389,449

422

 

0.43

 

521,217

 

493

 

0.38

Total interest-bearing deposits

 

1,753,181

 

2,384

 

0.55

 

1,287,462

 

919

 

0.29

Borrowings

 

246,779

421

 

0.68

 

94,435

 

144

 

0.61

Total interest-bearing liabilities

 

1,999,960

 

2,805

 

0.56

 

1,381,897

 

1,063

 

0.31

Noninterest-bearing liabilities:

 

  

 

  

 

 

 

  

 

Noninterest-bearing deposits

 

611,763

 

  

 

 

561,170

 

 

Other noninterest-bearing liabilities

 

67,979

 

  

 

 

78,822

 

 

Total noninterest-bearing liabilities

 

679,742

 

  

 

 

639,992

 

 

Shareholders' equity

 

312,659

 

  

 

 

256,486

 

 

Total liabilities and shareholders' equity

$

2,992,361

 

  

 

$

2,278,375

Net interest income

 

  

$

30,220

 

 

$

24,825

Net interest spread

 

  

 

  

 

4.09

 

 

4.48

Net interest margin

 

  

 

  

 

4.26

 

 

4.60

(1)Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.
(2)Average loan balances include nonaccrual loans and loans held for sale.

42

Table of Contents

Six Months Ended June 30, 

 

2022

2021

 

Average

Interest and

Yield /

Average

Interest and

Yield /

 

(Dollars in thousands)

    

Balance

    

Fees

    

Rate

    

Balance

    

Fees

    

Rate

 

Earning Assets:

 

  

 

  

 

  

 

  

 

  

 

  

Federal funds sold and other investments(1)

$

296,230

$

956

 

0.65

%  

$

147,760

$

149

 

0.20

%

Investment securities

 

36,295

 

253

 

1.41

 

17,619

 

183

 

2.09

Total investments

 

332,525

 

1,209

 

0.73

 

165,379

 

332

 

0.40

Construction and development

 

31,621

 

792

 

5.05

 

44,081

 

1,147

 

5.25

Commercial real estate

 

562,598

 

16,290

 

5.84

 

500,989

 

14,422

 

5.81

Commercial and industrial

 

59,906

 

1,991

 

6.70

 

149,403

 

4,478

 

6.04

Residential real estate

 

1,929,915

 

44,619

 

4.66

 

1,172,597

 

28,109

 

4.83

Other

 

236

 

77

 

65.80

 

177

 

72

 

82.03

Gross loans(2)

 

2,584,276

 

63,769

 

4.98

 

1,867,247

 

48,228

 

5.21

Total earning assets

 

2,916,801

 

64,978

 

4.49

 

2,032,626

 

48,560

 

4.82

Noninterest-earning assets

 

144,368

 

  

 

 

111,665

 

  

 

  

Total assets

 

3,061,169

 

  

 

 

2,144,291

 

  

 

  

Interest-bearing liabilities:

 

  

 

  

 

 

  

 

  

 

  

NOW and savings deposits

 

192,388

 

178

 

0.19

 

99,732

 

99

 

0.20

Money market deposits

 

1,126,233

 

2,517

 

0.45

 

597,028

 

711

 

0.24

Time deposits

 

415,196

 

828

 

0.40

 

506,646

 

1,101

 

0.44

Total interest-bearing deposits

 

1,733,817

 

3,523

 

0.41

 

1,203,406

 

1,911

 

0.32

Borrowings

 

356,951

 

582

 

0.33

 

90,978

 

290

 

0.64

Total interest-bearing liabilities

 

2,090,768

 

4,105

 

0.40

 

1,294,384

 

2,201

 

0.34

Noninterest-bearing liabilities:

 

  

 

  

 

 

  

 

  

 

  

Noninterest-bearing deposits

 

600,117

 

  

 

 

522,645

 

  

 

  

Other noninterest-bearing liabilities

 

67,642

 

  

 

 

75,695

 

  

 

  

Total noninterest-bearing liabilities

 

667,759

 

  

 

 

598,340

 

  

 

  

Shareholders' equity

 

302,642

 

  

 

 

251,567

 

  

 

  

Total liabilities and shareholders' equity

$

3,061,169

 

  

 

$

2,144,291

 

  

 

  

Net interest income

 

  

$

60,873

 

 

  

$

46,359

 

  

Net interest spread

 

  

 

  

 

4.09

 

  

 

  

 

4.48

Net interest margin

 

  

 

  

 

4.21

 

  

 

  

 

4.60

(1)Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.
(2)Average loan balances include nonaccrual loans and loans held for sale.

43

Table of Contents

Rate/Volume Analysis

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

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Increase (Decrease) Due to Change in:

(Dollars in thousands)

    

Volume

    

Yield/Rate

    

Total Change

    

Earning assets:

 

  

 

  

 

  

 

Federal funds sold and other investments(1)

$

163

$

353

 

$

516

Investment securities

 

29

 

10

 

 

39

Total investments

 

192

 

363

 

 

555

Construction and development

 

(185)

(16)

 

 

(201)

Commercial real estate

 

1,110

(51)

 

 

1,059

Commercial and industrial

 

(1,592)

(51)

 

 

(1,643)

Residential real estate

 

7,774

(409)

 

 

7,365

Consumer and Other

 

(4)

6

 

 

2

Gross loans(2)

 

7,103

 

(521)

 

 

6,582

Total earning assets

 

7,295

 

(158)

 

 

7,137

Interest-bearing liabilities:

 

  

 

  

 

 

  

NOW and savings deposits

 

37

12

 

 

49

Money market deposits

 

606

881

 

 

1,487

Time deposits

 

(78)

7

 

 

(71)

Total interest-bearing deposits

 

565

 

900

 

 

1,465

Borrowings

 

259

18

 

 

277

Total interest-bearing liabilities

 

824

 

918

 

 

1,742

Net interest income

$

6,471

$

(1,076)

 

$

5,395

(1)Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.
(2)Average loan balances include nonaccrual loans and loans held for sale.

44

Table of Contents

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Increase (Decrease) Due to Change in:

(Dollars in thousands)

    

Volume

    

Yield/Rate

    

Total Change

Earning assets:

 

  

 

  

 

  

Federal funds sold and other investments(1)

$

414

$

393

 

$

807

Investment securities

 

64

 

6

 

 

70

Total investments

 

478

 

399

 

 

877

Construction and development

 

(273)

(82)

 

 

(355)

Commercial real estate

 

2,170

(302)

 

 

1,868

Commercial and industrial

 

(2,984)

497

 

 

(2,487)

Residential real estate

 

17,692

(1,182)

 

 

16,510

Consumer and Other

 

(2)

7

 

 

5

Gross loans(2)

 

16,603

 

(1,062)

 

 

15,541

Total earning assets

 

17,081

 

(663)

 

 

16,418

Interest-bearing liabilities:

 

  

 

  

 

 

  

NOW and savings deposits

 

77

2

 

 

79

Money market deposits

 

1,011

795

 

 

1,806

Time deposits

 

(118)

(155)

 

 

(273)

Total interest-bearing deposits

 

970

 

642

 

 

1,612

Borrowings

 

499

(207)

 

 

292

Total interest-bearing liabilities

 

1,469

 

435

 

 

1,904

Net interest income

$

15,612

$

(1,098)

 

$

14,514

(1)Includes income and average balances for term federal funds, interest-earning cash accounts, and other miscellaneous earning assets.
(2)Average loan balances include nonaccrual loans and loans held for sale.

Provision for Loan Losses

We recorded provision for loan losses of $0 and $104,000 during the three and six months ended June 30, 2022 compared to $2.2 million and $3.8 million during the same periods in 2021. The decrease in our provision for loan losses in the three and six months ended June 30, 2022 was primarily due to no provision being added during these periods for the uncertainties in our loan portfolio caused by the ongoing COVID-19 pandemic. The decrease in this COVID-19 provision was sufficient to cover the provision needed for our loan growth during these periods.  During the three and six months ended June 30, 2021, the provision recorded was primarily related to the additional reserves added for the uncertainties caused by the ongoing COVID-19 pandemic, as well as the significant growth in our loan portfolio. Our ALL as a percentage of gross loans for the periods ended June 30, 2022 and 2021 was 0.60% and 0.66%, respectively. Our ALL as a percentage of gross loans is relatively lower than our peers due to our high percentage of residential mortgage loans, which tend to have lower allowance for loan loss ratios compared to other commercial or consumer loans due to their low LTVs.

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

Noninterest Income

Noninterest income for the three months ended June 30, 2022 was $4.7 million, a decrease of $3.9 million, or 45.9%, compared to $8.6 million for the three months ended June 30, 2021. Noninterest income for the six months ended June 30, 2022 was $12.3 million, a decrease of $4.5 million, or 26.6%, compared to $16.8 million for the six months ended June 30, 2021.

The following table sets forth the major components of our noninterest income for the three and six months ended June 30, 2022 and 2021:

45

Table of Contents

Three Months Ended June 30, 

Six Months Ended June 30, 

 

(Dollars in thousands)

    

2022

    

2021

    

$ Change

    

% Change

    

2022

    

2021

    

$ Change

    

% Change

 

Noninterest income:

 

  

 

  

 

  

 

  

 

  

 

 

  

 

  

Service charges on deposit accounts

$

518

$

411

$

107

 

26.0

%  

$

999

$

784

$

215

 

27.4

%

Other service charges, commissions and fees

 

3,647

 

3,877

 

(230)

 

(5.9)

 

5,806

 

7,275

 

(1,469)

 

(20.2)

Gain on sale of residential mortgage loans

 

806

 

 

806

 

100.0

 

2,017

 

 

2,017

 

100.0

Mortgage servicing income, net

 

(5)

 

(957)

 

952

 

(99.5)

 

96

 

(791)

 

887

 

(112.1)

Gain on sale of SBA loans

 

 

2,845

 

(2,845)

 

(100.0)

 

1,568

 

4,699

 

(3,131)

 

(66.6)

SBA servicing income, net

 

(1,077)

 

1,905

 

(2,982)

 

(156.5)

 

567

 

4,038

 

(3,471)

 

(86.0)

Other income

 

764

 

513

 

251

 

48.9

 

1,256

 

775

 

481

 

62.1

Total noninterest income

$

4,653

$

8,594

$

(3,941)

 

(45.9)

%  

$

12,309

$

16,780

$

(4,471)

 

(26.6)

%

Service charges on deposit accounts increased $107,000, or 26.0%, to $518,000 for the three months ended June 30, 2022 compared to $411,000 for the same three months during 2021. Service charges on deposit accounts were $999,000 for the six months ended June 30, 2022 compared to $784,000 for the same period in 2021, an increase of $215,000, or 27.4%. These increases were primarily attributable to increased analysis fees and overdraft fees.

Other service charges, commissions and fees decreased $230,000, or 5.9%, to $3.6 million for the three months ended June 30, 2022 compared to $3.9 million for the three months ended June 30, 2021. This decrease was mainly attributable to lower processing, extension and modification fees earned on our residential mortgage loans. Other service charges, commissions and fees decreased $1.5 million, or 20.2%, to $5.8 million for the six months ended June 30, 2022 compared to $7.3 million for the six months ended June 30, 2021. This decrease was mainly attributable to lower underwriting, processing and origination fees earned from our origination of residential mortgage loans as mortgage volume declined during the six months ended June 30, 2022 compared to the same period in 2021. Mortgage loan originations totaled $489.9 million during the six months ended June 30, 2022 compared to $590.2 million during the same period in 2021.

Total gain on sale of loans was $806,000 for the three months ended June 30, 2022 compared to $2.8 million for the same period of 2021, a decrease of $2.0 million, or 71.7%. Total gain on sale of loans was $3.6 million for the six months ended June 30, 2022 compared to $4.7 million for the same period of 2021, a decrease of $1.1 million, or 23.7%.  

Gain on sale of residential mortgage loans totaled $806,000 for the three months ended June 30, 2022 as we sold $37.9 million in residential mortgage loans during the period with an average premium of 2.13%. Gain on sale of residential mortgage loans totaled $2.0 million for the six months ended June 30, 2022 as we sold $94.9 million in residential mortgage loans during the period with an average premium of 2.13%. We recorded no gain on sale of residential mortgage loans during the three and six months ended June 30, 2021 as no mortgage loans were sold during these periods.  

We recorded no gain on sale of SBA loans during the three months ended June 30, 2022 as no SBA loans were sold during the quarter. Gain on sale of SBA loans totaled $2.8 million during the three months ended June 30, 2021. We sold $34.2 million in SBA loans during the three months ended June 30, 2021 with an average premium of 11.09%. Gain on sale of SBA loans totaled $1.6 million for the six months ended June 30, 2022 compared to $4.7 million for the same period in 2021. We sold $22.9 million during the six months ended June 30, 2022 with average premiums of 9.00% compared to $56.6 million sold during the same period in 2021 with average premiums of 10.95%.

Mortgage loan servicing income, net of amortization, increased by $952,000, or 99.5%, to an expense balance of $5,000 during the three months ended June 30, 2022 compared to an expense balance of $957,000 for the same period of 2021. Mortgage  loan servicing income increased by $887,000, or 112.1%, to $96,000 during the six months ended June 30, 2022 compared to an expense balance of $791,000 for the same period of 2021. The increases in mortgage loan servicing income was primarily due to the increase in capitalized mortgage servicing assets and the decrease in mortgage servicing amortization, offset by a decrease in mortgage servicing fees. Included in mortgage loan servicing income for the three and six months ended June 30, 2022 were $830,000 and $1.8 million, respectively, in mortgage servicing fees compared

46

Table of Contents

to $1.2 million and $2.7 million for the same periods in 2021, respectively, and capitalized mortgage servicing assets of $347,000 and $761,000 for the three and six months ended June 30, 2022, respectively, compared to $0 for the same periods in 2021. These amounts were offset by mortgage loan servicing asset amortization of $1.3 million and $2.6 million for the three and six months ended June 30, 2022, respectively, compared to $1.6 million and $3.1 million during the same periods in 2021, respectively. During the three months ended June 30, 2022, we recorded a fair value impairment recovery of $88,000 on our mortgage servicing assets compared to a fair value impairment charge of $603,000 recorded during the three months ended June 30, 2021. During the six months ended June 30, 2022, we recorded a fair value impairment recovery of $163,000 on our mortgage servicing assets compared to a fair value impairment charge of $403,000 recorded during the six months ended June 30, 2021. Our total residential mortgage loan servicing portfolio was $589.5 million at June 30, 2022 compared to $746.7 million at June 30, 2021.

SBA servicing income, net decreased by $3.0 million, or 156.5%, to an expense balance of $1.1 million for the three months ended June 30, 2022 compared to income of $1.9 million for the three months ended June 30, 2021. SBA servicing income was $567,000 for the six months ended June 30, 2022 compared to $4.0 million for the same period in 2021, a decrease of $3.5 million, or 86.0%. Our total SBA loan servicing portfolio was $504.9 million as of June 30, 2022 compared to $549.2 million as of June 30, 2021. Our SBA servicing rights are carried at fair value and the inputs used to calculate fair value change from period to period. During the three months ended June 30, 2022 we recorded a $2.3 million fair value charge to our SBA servicing rights compared to a $624,000 increase to our SBA servicing rights during the three months ended June 30, 2021. During the six months ended June 30, 2022, we recorded a $2.0 million fair value charge to our SBA servicing rights compared to a $1.5 million increase during the six months ended June 30, 2021.

Other noninterest income increased by $251,000 to $764,000 for the three months ended June 30, 2022 compared to $513,000 for the three months ended June 30, 2021. Other noninterest income was $1.3 million for the six months ended June 30, 2022 compared to $775,000 for the same period in 2021, an increase of $481,000. The largest component of other noninterest income is the income on bank owned life insurance which totaled $426,000 and $230,000, respectively, for the three months ended June 30, 2022 and 2021, and $830,000 and $457,000, respectively, for the six months ended June 30, 2022 and 2021.

Noninterest Expense

Noninterest expense for the three months ended June 30, 2022 was $13.1 million compared to $12.1 million for the three months ended June 30, 2021, an increase of $1.0 million, or 8.5%. Noninterest expense for the six months ended June 30, 2022 was $25.3 million compared to $22.8 million for the six months ended June 30, 2021, an increase of $2.5 million, or 11.0%.

The following table sets forth the major components of our noninterest expense for the three and six months ended June 30, 2022 and 2021:

Three Months Ended June 30, 

Six Months Ended June 30, 

 

(Dollars in thousands )

    

2022

    

2021

    

$ Change

    

% Change

    

2022

    

2021

    

$ Change

    

% Change

 

Noninterest Expense:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Salaries and employee benefits

$

7,929

$

6,915

$

1,014

 

14.7

%  

$

15,025

$

13,614

$

1,411

 

10.4

%

Occupancy and equipment

 

1,200

 

1,252

 

(52)

 

(4.2)

 

2,427

 

2,527

 

(100)

 

(4.0)

Data processing

 

261

 

283

 

(22)

 

(7.8)

 

538

 

591

 

(53)

 

(9.0)

Advertising

 

126

 

117

 

9

 

7.7

 

276

 

262

 

14

 

5.3

Other expenses

 

3,603

 

3,526

 

77

 

2.2

 

7,032

 

5,807

 

1,225

 

21.1

Total noninterest expense

$

13,119

$

12,093

$

1,026

 

8.5

%  

$

25,298

$

22,801

$

2,497

 

11.0

%

Salaries and employee benefits expense for the three months ended June 30, 2022 was $7.9 million compared to $6.9 million for the three months ended June 30, 2021, an increase of $1.0 million, or 14.7%. Salaries and employee benefits expense for the six months ended June 30, 2022 was $15.0 million compared to $13.6 million for the six months ended June 30, 2021, an increase of $1.4 million, or 10.4%. These increases were mainly attributable to increased salary costs

47

Table of Contents

and employee benefits, partially offset by lower commissions paid to our loan officers as loan volume declined during the six months ended June 30, 2022.

Occupancy and equipment expense for the three months ended June 30, 2022 was $1.2 million compared to $1.3 million for the three months ended June 30, 2021, a decrease of $52,000, or 4.2%. Occupancy and equipment expense for the six months ended June 30, 2022 was $2.4 million compared to $2.5 million for the six months ended June 30, 2021, a decrease of $100,000, or 4.0%. These decreases were partially due to lower rent expense and depreciation.

Data processing expense for the three months ended June 30, 2022 was $261,000 compared to $283,000 for the three months ended June 30, 2021, a decrease of $22,000, or 7.8%. Data processing expense for the six months ended June 30, 2022 was $538,000 compared to $591,000 for the six months ended June 30, 2021, a decrease of $53,000, or 9.0%. These decreases were primarily due management’s ongoing efforts to reduce costs.

Advertising expense for the three and six months ended June 30, 2022 remained relatively flat compared to the same periods in 2021.

Other expenses for the three months ended June 30, 2022 were $3.6 million compared to $3.5 million for the three months ended June 30, 2021, an increase of $77,000, or 2.2%. Other operating expenses for the six months ended June 30, 2022 were $7.0 million compared to $5.8 million for the six months ended June 30, 2021, an increase of $1.2 million, or 21.1%. This increase was primarily due to higher FDIC insurance premiums and professional fees, as well as increased operating and customer service expenses, partially offset by lower other real estate owned expenses. Included in other expenses for the six months ended June 30, 2022 and 2021 were directors’ fees of approximately $285,000 and $205,000, respectively.

Income Tax Expense

Income tax expense for the three months ended June 30, 2022 and 2021 was $5.7 million and $4.7 million, respectively. The Company’s effective tax rates were 26.0% and 24.7% for the three months ended June 30, 2022 and 2021, respectively.

Income tax expense for the six months ended June 30, 2022 and 2021 was $12.3 million and $9.2 million, respectively. The Company’s effective tax rates were 25.6% and 25.1% for the six months ended June 30, 2022 and 2021, respectively.

Financial Condition

Total assets increased $61.7 million, or 2.0%, to $3.17 billion at June 30, 2022 as compared to $3.11 billion at December 31, 2021. The increase in total assets was primarily attributable to increases in loans of $265.0 million, bank owned life insurance of $8.8 million, and other assets of $19.7 million, partially offset by a $218.3 million decrease in cash and cash equivalents.

Loans

Gross loans increased $265.7 million, or 10.6%, to $2.78 billion as of June 30, 2022 as compared to $2.51 billion as of December 31, 2021. Our loan growth during the six months ended June 30, 2022 was comprised of an increase of $6.2 million, or 15.9%, in construction and development loans, an increase of $60.7 million, or 11.7%, in commercial real estate loans, a decrease of $15.2 million, or 20.8%, in commercial and industrial loans, an increase of $213.9 million, or 11.4%, in residential real estate loans and an increase of $86,000, or 108.9%, in consumer and other loans. Included in commercial and industrial loans are PPP loans totaling $8.9 million and unearned PPP fees of $175,000 as of June 30, 2022. There were no loans classified as held for sale as of June 30, 2022 or December 31, 2021.  

48

Table of Contents

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

June 30, 2022

December 31, 2021

 

(Dollars in thousands)

    

Amount

    

% of Total

    

Amount

    

% of Total

 

Construction and development

$

45,042

 

1.6

%  

$

38,857

 

1.6

%

Commercial real estate

 

581,234

 

20.9

%  

 

520,488

 

20.7

%

Commercial and industrial

 

57,843

 

2.1

%  

 

73,072

 

2.9

%

Residential real estate

 

2,092,952

 

75.4

%  

 

1,879,012

 

74.8

%

Consumer and other

 

165

 

%  

 

79

 

%

Gross loans

$

2,777,236

 

100.0

%  

$

2,511,508

 

100.0

%

Less unearned income

 

(7,216)

 

  

 

(6,438)

 

  

Total loans held for investment

$

2,770,020

 

  

$

2,505,070

 

  

SBA Loan Servicing

As of June 30, 2022 and December 31, 2021, we serviced $504.9 million and $543.0 million, respectively, in SBA loans for others. We carried a servicing asset of $8.2 million and $10.2 million at June 30, 2022 and December 31, 2021, respectively. See Note 4 of our consolidated financial statements as of June 30, 2022, included elsewhere in this Form 10-Q, for additional information on the activity for SBA loan servicing rights for the three and six months ended June 30, 2022 and 2021.

Residential Mortgage Loan Servicing

As of June 30, 2022, we serviced $589.5 million in residential mortgage loans for others compared to $608.2 million as of December 31, 2021. We carried a servicing asset, net of amortization, of $6.1 million and $7.7 million at June 30, 2022 and December 31, 2021, respectively. Amortization relating to the mortgage loan servicing asset was $1.3 million and $2.6 million, respectively, for the three and six months ended June 30, 2022 compared to $1.6 million and $3.1 million for the same periods in 2021. During the three months ended June 30, 2022, we recorded a fair value impairment recovery of $88,000 on our mortgage servicing asset compared to a $603,000 fair value impairment charge recorded for the same period in 2021. During the six months ended June 30, 2022, we recorded a fair value impairment recovery of $163,000 on our mortgage servicing asset compared to a $403,000 fair value impairment charge recorded for the same period in 2021. See Note 5 of our consolidated financial statements as of June 30, 2022, included elsewhere in this Form 10-Q, for additional information on the activity for mortgage loans servicing rights for the three and six months ended June 30, 2022 and 2021.

Asset Quality

Nonperforming Loans

Asset quality remained relatively strong during the second quarter of 2022 as our nonperforming loans to total loans remained low at 1.10% as of June 30, 2022. Nonperforming loans were $30.4 million at June 30, 2022 compared to $11.8 million at December 31, 2021. The increase from December 31, 2021 to June 30, 2022 was primarily attributable to an $11.2 million increase in nonaccrual loans and a $7.8 million increase in accruing troubled debt restructured loans. We did not recognize any interest income on nonaccrual loans during the three and six months ended June 30, 2022 or the year ended December 31, 2021.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. Nonperforming loans include nonaccrual loans, loans past due 90 days or more and still accruing interest, and loans modified under TDRs. Nonaccrual loans at June 30, 2022 comprised of $14.0 million of commercial real estate loans, $144,000 in commercial and industrial loans and $5.9 million in residential real estate loans. Nonaccrual

49

Table of Contents

loans at December 31, 2021 comprised of $3.7 million in commercial real estate loans, $152,000 in commercial and industrial loans, and $4.9 million in residential real estate loans.

(Dollars in thousands)

    

June 30, 2022

    

December 31, 2021

 

Nonaccrual loans

$

19,966

$

8,759

Past due loans 90 days or more and still accruing

 

 

342

Accruing troubled debt restructured loans

 

10,474

 

2,697

Total nonperforming loans

 

30,440

 

11,798

Foreclosed real estate

 

3,562

 

3,618

Total nonperforming assets

$

34,002

$

15,416

Nonperforming loans to gross loans

 

1.10

%  

 

0.47

%

Nonperforming assets to total assets

 

1.07

%  

 

0.50

%

Allowance for loan losses to nonperforming loans

 

54.79

%  

 

143.69

%

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

Allowance for Loan Losses

The allowance for loan losses was $16.7 million at June 30, 2022 compared to $17.0 million at December 31, 2021, a decrease of $274,000 or 1.6%. The decrease was mainly due to a charge off on a commercial and industrial loans. We had a reduction in our COVID-19 provision during the first half of 2022 that was sufficient to cover the provision needed for our loan growth during this period. The COVID-19 provision was recorded in 2020/2021 for the uncertainties in our loan portfolio caused by the COVID-19 pandemic. The Company is not required to implement the provisions of the CECL accounting standard issued by the FASB in the ASU No. 2016-13 until January 1, 2023, and is continuing to account for the allowance for loan losses under the incurred loss model.

In determining the allowance and the related provision for loan losses, we consider three principal elements: (i) valuation allowances based upon probable losses identified during the review of impaired commercial and industrial,  commercial real estate, construction and land development loans, (ii) allocations, by loan classes, on loan portfolios  based on historical loan loss experience and qualitative factors, and (iii) review of the credit discounts in relationship to the valuation  allowance calculated for purchased loans. Provisions for loan losses are charged to operations to record changes to the total allowance to a level deemed appropriate by us.

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

50

Table of Contents

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

Three Months Ended June 30, 

Six Months Ended June 30, 

 

(Dollars in thousands )

    

2022

    

2021

    

2022

    

2021

    

Balance, beginning of period

$

16,674

$

11,735

$

16,952

$

10,135

Charge-offs:

 

  

 

  

 

  

 

  

Construction and development

 

 

 

 

Commercial real estate

 

 

26

 

 

26

Commercial and industrial

 

 

60

 

390

 

64

Residential real estate

 

 

 

 

Consumer and other

 

 

 

 

Total charge-offs

 

 

86

 

390

 

90

Recoveries:

 

  

 

  

 

  

 

  

Construction and development

 

 

 

 

Commercial real estate

 

2

 

3

 

4

 

6

Commercial and industrial

 

2

 

 

3

 

Residential real estate

 

 

 

 

Consumer and other

 

 

3

 

5

 

5

Total recoveries

 

4

 

6

 

12

 

11

Net charge-offs/(recoveries)

 

(4)

 

80

 

378

 

79

Provision for loan losses

 

 

2,205

 

104

 

3,804

Balance, end of period

$

16,678

$

13,860

$

16,678

$

13,860

Total loans at end of period

$

2,777,236

$

2,099,414

$

2,777,236

$

2,099,414

Average loans(1)

 

2,597,019

 

1,979,556

 

2,571,633

 

1,867,247

Net charge-offs to average loans

 

0.00

%  

 

0.02

%  

 

0.03

%  

 

0.01

%

Allowance for loan losses to total loans

 

0.60

%  

 

0.66

%  

 

0.60

%  

 

0.66

%

(1)Excludes loans held for sale.

Management believes the allowance for loan losses is adequate to provide for losses inherent in the loan portfolio as of June 30, 2022.

Deposits

Total deposits increased $134.0 million, or 5.9%, to $2.40 billion at June 30, 2022 compared to $2.26 billion at December 31, 2021. The increase was primarily due to the $27.7 million increase in noninterest-bearing demand deposits, $141.0 million increase in money market accounts, and a $30.5 million increase in interest-bearing demand deposits, offset by a $3.5 million decrease in savings accounts and a $61.7 million decrease in time deposits. The increase in money market accounts was partially due to the increase of $35.1 million in brokered money market balances during the six months ended June 30, 2022. As of June 30, 2022 and December 31, 2021, 25.9% and 26.2% of total deposits, respectively, were comprised of noninterest-bearing demand accounts and 74.1% and 73.8%, respectively, of interest-bearing deposit accounts.

We had $481.9 million of brokered deposits, or 20.1% of total deposits, at June 30, 2022 compared to $425.1 million, or 18.8% of total deposits, at December 31, 2021. We use brokered deposits, subject to certain limitations and requirements, as a source of funding to support our asset growth and augment the deposits generated from our branch network, which are our principal source of funding. Our level of brokered deposits varies from time to time depending on competitive interest rate conditions and other factors and tends to increase as a percentage of total deposits when the brokered deposits are less costly than issuing internet certificates of deposit or borrowing from the Federal Home Loan Bank.

51

Table of Contents

The following table summarizes our average deposit balances and weighted average rates for the three and six months ended June 30, 2022 and 2021.

Three Months Ended June 30, 

 

2022

2021

    

Average

    

Weighted

    

Average

    

Weighted

    

(Dollars in thousands )

Balance

Average Rate

Balance

Average Rate

 

Noninterest-bearing demand

$

611,763

%  

$

561,170

 

%

Interest-bearing demand deposits

 

166,817

 

0.21

 

78,953

 

0.19

Savings and money market deposits

 

746,879

 

0.63

 

325,598

 

0.37

Brokered money market deposits

450,036

0.63

361,694

0.10

Time deposits

 

389,449

 

0.43

 

521,217

 

0.38

Total interest-bearing deposits

 

1,753,181

 

0.55

 

1,287,462

 

0.29

Total deposits

$

2,364,944

 

0.40

$

1,848,632

 

0.20

Six Months Ended June 30, 

 

2022

2021

    

Average

    

Weighted

    

Average

    

Weighted

    

(Dollars in thousands )

Balance

Average Rate

Balance

Average Rate

 

Noninterest-bearing demand

$

600,117

%  

$

522,645

 

%

Interest-bearing demand deposits

 

161,148

 

0.18

 

73,221

 

0.20

Savings and money market deposits

 

726,375

 

0.47

 

320,962

 

0.37

Brokered money market deposits

431,098

0.40

302,577

0.10

Time deposits

 

415,196

 

0.40

 

506,646

 

0.44

Total interest-bearing deposits

 

1,733,817

 

0.41

 

1,203,406

 

0.32

Total deposits

$

2,333,934

 

0.30

$

1,726,051

 

0.22

Borrowed Funds

Other than deposits, we also utilized FHLB advances as a supplementary funding source to finance our operations. The advances from the FHLB are collateralized by residential real estate loans. At June 30, 2022 and December 31, 2021, we had maximum borrowing capacity from the FHLB of $943.8 million and $826.9 million, respectively. At June 30, 2022 and December 31, 2021, we had $375.0 million and $500.0 million, respectively, of outstanding advances from the FHLB.

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

Liquidity and Capital Resources

Liquidity

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

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

52

Table of Contents

Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

As part of our liquidity management strategy, we open federal funds lines with our correspondent banks. As of June 30, 2022 and December 31, 2021, we had $47.5 million of unsecured federal funds lines with no amounts advanced. In addition, we have access to the FRB’s discount window in the amount of $10.0 million with no borrowings outstanding as of June 30, 2022 and December 31, 2021. The FRB discount window line is collateralized by a pool of commercial real estate loans and commercial and industrial loans totaling $29.5 million as of June 30, 2022.

At June 30, 2022 and December 31, 2021, we had $375.0 million and $500.0 million, respectively, of outstanding advances from the FHLB. Based on the values of loans pledged as collateral, we had $568.8 million and $326.9 million of additional borrowing availability with the FHLB as of June 30, 2022 and December 31, 2021, respectively. We also maintain relationships in the capital markets with brokers to issue certificates of deposit and money market accounts.

Capital Requirements

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

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

53

Table of Contents

Regulatory

 

Capital Ratio

 

Requirements

Minimum

 

including

Requirement

 

fully phased-

for "Well

 

Regulatory

in Capital

Capitalized"

 

Capital Ratio

Conservation

Depository

 

    

June 30, 2022

    

December 31, 2021

    

Requirements

    

Buffer

    

Institution

 

Total capital (to risk-weighted assets)

 

  

 

  

 

  

 

  

 

  

Consolidated

 

17.60

%  

17.77

%  

8.00

%  

10.50

%  

N/A

Bank

 

17.21

%  

17.18

%  

8.00

10.50

10.00

%

Tier 1 capital (to risk-weighted assets)

 

 

  

 

  

 

  

 

  

Consolidated

 

16.70

%  

16.76

%  

6.00

%  

8.50

%  

N/A

Bank

 

16.30

%  

16.17

%  

6.00

8.50

8.00

%

CETI capital (to risk-weighted assets)

 

 

  

 

  

 

  

 

  

Consolidated

 

16.70

%  

16.76

%  

4.50

%  

7.00

%  

N/A

Bank

 

16.30

%  

16.17

%  

4.50

7.00

6.50

%

Tier 1 capital (to average assets)

 

 

  

 

  

 

  

 

  

Consolidated

 

10.31

%  

9.44

%  

4.00

%  

4.00

%  

N/A

Bank

 

10.06

%  

9.11

%  

4.00

4.00

5.00

%

Dividends

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

Off-Balance Sheet Arrangements

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

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

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

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

54

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

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

Interest Rate Risk

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

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

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

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

Evaluation of Interest Rate Risk

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

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

55

Table of Contents

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

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

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

Net Interest Income Sensitivity

 

12 Month Projection

24 Month Projection

(Ramp in basis points)

    

+200

    

 -100

    

+200

    

 -100

 

June 30, 2022

 

(3.40)

%  

2.70

%  

5.00

%  

4.20

%

December 31, 2021

 

(3.60)

%  

(1.20)

%  

(8.70)

%  

(10.30)

%

We also model the impact of rate changes on our Economic Value of Equity, or EVE. We base the modeling of EVE based on interest rate shocks as shocks are considered more appropriate for EVE, which accelerates future interest rate risk into current capital via a present value calculation of all future cashflows from the bank’s existing inventory of assets and liabilities. Our simulation  model incorporates interest rate shocks of +/- 100, 200, and 300 basis points. The results of the model are presented in the table below:

Economic Value of Equity Sensitivity

 

(Shock in basis points)

    

+300

    

+200

    

+100

    

 -100

 

June 30, 2022

(12.30)

%  

(8.00)

%  

(3.90)

%  

4.50

%

December 31, 2021

 

(8.90)

%  

(3.60)

%  

(0.20)

%  

(11.90)

%

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

56

Table of Contents

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

The following table summarizes the repurchases of our common shares for the three months ended June 30, 2022.

Total Number of

 

Shares Repurchased

Maximum Number of

as Part of Publicly

Shares That May Yet Be

Total Number of

Average Price Paid

Announced

Purchased Under

    

Shares Repurchased

    

Per Share

    

Plans of Programs

 

the Plans or Programs

April 1, 2022 to April 30, 2022

 

 

 

689,191

May 1, 2022 to May 31, 2022

59,776

19.92

59,776

629,415

June 1, 2022 to June 30, 2022

 

55,432

 

19.70

 

55,432

573,983

Total

 

115,208

19.80

115,208

573,983

On May 5, 2022, the Company announced that the Board of Directors of the Company approved the adoption of a share repurchase program authorizing the Company to repurchase up to 689,191 shares of the Company’s outstanding shares of common stock. The share repurchase program began on May 6, 2022 and will end on April 30, 2023. The repurchases will be made in compliance with all Securities and Exchange Commission rules, including Rule 10b-18, and other legal requirements and may be made in part under Rule 10b5-1 plans, which permits stock repurchases when the Company might otherwise be precluded from doing so. Repurchases can be made from time-to-time in the open market or through privately negotiated transactions depending on market and/or other conditions. The repurchase program may be modified, suspended or discontinued at any time.

Item 3. Defaults Upon Senior Securities

Not applicable.

57

Table of Contents

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.

    

Description of Exhibit

3.1

Restated Articles of Incorporation of MetroCity Bankshares, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed September 4, 2019 (File No. 333-233625)

3.2

Amended and Restated Bylaws of MetroCity Bankshares, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed September 4, 2019 (File No. 333-233625)

31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

58

Table of Contents

SIGNATURES

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

METROCITY BANKSHARES, INC.

Date: August 5, 2022

By:

/s/ Nack Y. Paek

Nack Y. Paek

Chief Executive Officer

Date: August 5, 2022

By:

/s/ Lucas Stewart

Lucas Stewart

Chief Financial Officer

59