UWHARRIE CAPITAL CORP - Quarter Report: 2021 June (Form 10-Q)

June 30, 2021

Valuation Technique

Unobservable Input

General

Range

Nonrecurring measurements:

Impaired loans

Discounted appraisals

Collateral discounts and Estimated costs to sell

Discounted cash flows

Discount rates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

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

For the transition period from to .

COMMISSION FILE NUMBER 000-22062

UWHARRIE CAPITAL CORP

(Exact name of registrant as specified in its charter)

North Carolina		56-1814206
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

132 NORTH FIRST STREET ALBEMARLE, north carolina		28001
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 983-6181

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

None

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 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 6,964,242 shares of common stock outstanding as of August 2, 2021.

Table of Contents

		Page No.

Part I.	FINANCIAL INFORMATION

Item 1 -	Financial Statements (Unaudited)

	Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	3

	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2021 and 2020	4

	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020	5

	Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020	6

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	7

	Notes to Consolidated Financial Statements	8

Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	37

Item 4 -	Controls and Procedures	37

Part II.	OTHER INFORMATION

Item 1 -	Legal Proceedings	37

Item 1A -	Risk Factors	38

Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3 -	Defaults Upon Senior Securities	38

Item 4 -	Mine Safety Disclosures	38

Item 5 -	Other Information	38

Item 6 -	Exhibits	39

	Signatures	40

-2-

Uwharrie Capital Corp and Subsidiaries

Consolidated Balance Sheets

Part I. Financial Information

Item 1.

Financial Statements.

	June 30, 2021 (Unaudited)			December 31, 2020*
	(dollars in thousands)
ASSETS
Cash and due from banks	$	5,069		$	6,301
Interest-earning deposits with banks		122,001			82,567
Cash and cash equivalents		127,070			88,868
Securities available for sale, at fair value		200,148			191,513
Securities held to maturity, at amortized cost (fair value $29,282 and $29,600, respectively)		27,803			28,207
Equity security, at fair value		411			1,352
Loans held for sale		10,394			6,959
Loans:
Loans held for investment		438,053			467,741
Less allowance for loan losses		(4,174	)		(4,402	)
Net loans held for investment		433,879			463,339
Premises and equipment, net		16,451			16,982
Interest receivable		2,171			2,524
Restricted stock		921			1,166
Bank-owned life insurance		9,000			8,936
Prepaid assets		1,079			1,146
Loan servicing assets		4,921			3,957
Mortgage banking derivatives		1,589			2,073
Other assets		9,423			10,748
Total assets	$	845,260		$	827,770

LIABILITIES
Deposits:
Demand noninterest-bearing	$	235,335		$	205,788
Interest checking and money market accounts		368,870			381,502
Savings deposits		87,074			74,792
Time deposits, $250,000 and over		19,979			28,825
Other time deposits		48,035			52,289
Total deposits		759,293			743,196
Short-term borrowed funds		1,271			710
Long-term debt		9,992			10,992
Interest payable		12			21
Mortgage banking derivatives		78			388
Other liabilities		13,054			13,226
Total liabilities		783,700			768,533

Off balance sheet items, commitments and contingencies (Note 10)

SHAREHOLDERS’ EQUITY
Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 6,964,242 and 7,052,143, at June 30, 2021 and December 31, 2020, respectively		8,705			8,815
Additional paid-in capital		12,030			12,607
Undivided profits		28,907			23,000
Accumulated other comprehensive income		1,263			4,160
Total Uwharrie Capital Corp shareholders’ equity		50,905			48,582
Noncontrolling interest		10,655			10,655
Total shareholders’ equity		61,560			59,237
Total liabilities and shareholders’ equity	$	845,260		$	827,770

(*)	Derived from audited consolidated financial statements

See accompanying notes

-3-

Uwharrie Capital Corp and Subsidiaries

Consolidated Statements of Income (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(in thousands, except share and per share data)
Interest Income
Loans, including fees	$	5,335		$	5,031		$	11,397		$	9,584
Investment securities
U.S. Treasury		—			33			—			66
U.S. Government agencies and corporations		397			357			852			726
State and political subdivisions, non-taxable		231			195			484			294
State and political subdivisions, taxable		284			179			655			269
Equity Securities		10			—			10			—
Interest-earning deposits with banks and federal funds sold		27			38			43			590
Total interest income		6,284			5,833			13,441			11,529

Interest Expense
Interest checking and money market accounts		96			180			187			478
Savings deposits		15			14			30			35
Time deposits, $250,000 and over		17			44			46			300
Other time deposits		47			134			123			287
Short-term borrowed funds		1			1			2			2
Long-term debt		132			144			268			275
Total interest expense		308			517			656			1,377
Net interest income		5,976			5,316			12,785			10,152
Provision for (recovery of) loan losses		(141	)		767			(175	)		1,399
Net interest income after provision for (recovery of) loan losses		6,117			4,549			12,960			8,753

Noninterest Income
Service charges on deposit accounts		240			209			482			522
Interchange and card transaction fees, net		339			182			558			374
Other service fees and commissions		800			558			1,430			1,323
Gain on sale of securities		51			—			991			58
Realized/unrealized gain (loss) on equity securities		7			102			(12	)		333
Income from mortgage banking		2,069			3,701			7,175			4,766
Other income (expense)		668			(324	)		657			58
Total noninterest income		4,174			4,428			11,281			7,434

Noninterest Expense
Salaries and employee benefits		5,233			5,030			10,622			9,454
Net occupancy expense		460			416			886			831
Equipment expense		165			179			337			362
Data processing costs		165			162			330			320
Loan costs		191			167			497			254
Professional fees and services		232			209			468			403
Marketing and donations		200			192			821			411
Electronic banking expense		95			121			184			226
Software amortization and maintenance		333			300			723			564
FDIC insurance		37			91			108			108
Other noninterest expense		1,141			79			1,421			810
Total noninterest expense		8,252			6,946			16,397			13,743
Income before income taxes		2,039			2,031			7,844			2,444
Income taxes		435			429			1,657			514
Net income	$	1,604		$	1,602		$	6,187		$	1,930

Consolidated net income	$	1,604		$	1,602		$	6,187		$	1,930
Less: net income attributable to noncontrolling interest		(141	)		(141	)		(280	)		(282	)
Net income attributable to Uwharrie Capital Corp and common shareholders		1,463			1,461			5,907			1,648
Net income per common share
Basic	$	0.21		$	0.21		$	0.84		$	0.23
Diluted	$	0.21		$	0.21		$	0.84		$	0.23
Weighted average shares outstanding
Basic		7,014,214			7,123,163			7,032,401			7,166,134
Diluted		7,014,214			7,123,163			7,032,401			7,166,134

See accompanying notes

-4-

Uwharrie Capital Corp and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(in thousands)

Net income	$	1,604		$	1,602		$	6,187		$	1,930

Unrealized gain (loss) on available for sale securities		1,187			1,606			(2,772	)		3,747
Related tax effect		(275	)		(370	)		662			(860	)
Reclassification of gain recognized in net income		(51	)		—			(991	)		(58	)
Related tax effect		14			—			204			11

Total other comprehensive income (loss)		875			1,236			(2,897	)		2,840

Comprehensive income		2,479			2,838			3,290			4,770

Less: Comprehensive income attributable to noncontrolling interest		(141	)		(141	)		(280	)		(282	)

Comprehensive income attributable to Uwharrie Capital Corp	$	2,338		$	2,697		$	3,010		$	4,488

See accompanying notes

-5-

Uwharrie Capital Corp and Subsidiaries

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

	Number of Common Shares Issued			Common Stock			Additional Paid-in Capital			Undivided Profits		Accumulated Other Comprehensive Income (Loss)		Non Controlling Interest			Total
	(dollars in thousands, except share data)
Balance, March 31, 2020		6,984,582		$	8,731		$	12,311		$	16,413	$	1,927	$	10,655		$	50,037
Net Income		—			—			—			1,461		—		141			1,602
Repurchase and retirement of common stock		(14,441	)		(18	)		(61	)		—		—		—			(79	)
Other comprehensive income		—			—			—			—		1,236		—			1,236
Record preferred stock dividend Series B (noncontrolling interest)		—			—			—			—		—		(104	)		(104	)
Record preferred stock dividend Series C (noncontrolling interest)		—			—			—			—		—		(37	)		(37	)
Balance, June 30, 2020		6,970,141		$	8,713		$	12,250		$	17,874	$	3,163	$	10,655		$	52,655

Balance, March 31, 2021		7,039,942		$	8,800		$	12,539		$	27,444	$	388	$	10,655		$	59,826
Net Income		—			—			—			1,463		—		141			1,604
Repurchase and retirement of common stock		(75,700	)		(95	)		(509	)		—		—		—			(604	)
Other comprehensive income		—			—			—			—		875		—			875
Record preferred stock dividend Series B (noncontrolling interest)		—			—			—			—		—		(103	)		(103	)
Record preferred stock dividend Series C (noncontrolling interest)		—			—			—			—		—		(38	)		(38	)
Balance, June 30, 2021		6,964,242		$	8,705		$	12,030		$	28,907	$	1,263	$	10,655		$	61,560

	Number of Common Shares Issued			Common Stock			Additional Paid-in Capital			Undivided Profits		Accumulated Other Comprehensive Income (Loss)			Non Controlling Interest			Total
	(dollars in thousands, except share data)
Balance, December 31, 2019		7,095,920		$	8,870		$	12,784		$	16,226	$	323		$	10,655		$	48,858
Net Income		—			—			—			1,648		—			282			1,930
Repurchase and retirement of common stock		(125,779	)		(157	)		(534	)		—		—			—			(691	)
Other comprehensive income		—			—			—			—		2,840			—			2,840
Record preferred stock dividend Series B (noncontrolling interest)		—			—			—			—		—			(208	)		(208	)
Record preferred stock dividend Series C (noncontrolling interest)		—			—			—			—		—			(74	)		(74	)
Balance, June 30, 2020		6,970,141		$	8,713		$	12,250		$	17,874	$	3,163		$	10,655		$	52,655

Balance, December 31, 2020		7,052,143		$	8,815		$	12,607		$	23,000	$	4,160		$	10,655		$	59,237
Net Income		—			—			—			5,907		—			280			6,187
Repurchase and retirement of common stock		(87,901	)		(110	)		(577	)		—		—			—			(687	)
Other comprehensive loss		—			—			—			—		(2,897	)		—			(2,897	)
Record preferred stock dividend Series B (noncontrolling interest)		—			—			—			—		—			(206	)		(206	)
Record preferred stock dividend Series C (noncontrolling interest)		—			—			—			—		—			(74	)		(74	)
Balance, June 30, 2021		6,964,242		$	8,705		$	12,030		$	28,907	$	1,263		$	10,655		$	61,560

See accompanying notes

-6-

Uwharrie Capital Corp and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	2021			2020
	(dollars in thousands)
Cash flows from operating activities
Net income	$	6,187		$	1,930
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		579			574
Right of use asset amortization		167			163
Provision for (recovery of) loan losses		(175	)		1,399
Gain on sale of securities available for sale		(991	)		(58	)
Gain on sale of mortgage loans		5,414			3,140
Gain on sale of premises and equipment		(41	)		—
Gain on sale of OREO		—			(53	)
OREO write-downs		—			21
Realized/unrealized (gain) loss on equity securities		12			(333	)
Net amortization of premium on investment securities available for sale		467			241
Net amortization of premium on investment securities held to maturity		88			71
Amortization of loan servicing rights		763			498
Originations and purchases of mortgage loans for sale		(198,092	)		(127,274	)
Proceeds from sales of mortgage loans for sale		188,505			122,060
Mortgage banking derivatives		174			—
Loan servicing assets		(1,727	)		(1,204	)
Accrued interest receivable		352			(618	)
Prepaid assets		67			(494	)
Cash surrender value of life insurance		(64	)		(70	)
Miscellaneous other assets		1,843			1,727
Accrued interest payable		(9	)		(26	)
Miscellaneous other liabilities		(172	)		(1,411	)
Net cash provided by operating activities		3,347			283
Cash flows from investing activities
Proceeds from sales of investment securities available for sale		49,280			7,586
Proceeds from sale of equity securities		929			—
Proceeds from maturities, calls and paydowns of securities available for sale		9,506			3,425
Proceeds from maturities, calls and paydowns of securities held to maturity		816			2,593
Purchase of investment securities available for sale		(70,660	)		(29,574	)
Purchase of investment securities held to maturity		(500	)		(16,580	)
Purchase of equity securities		—			(901	)
Purchase of investments in other assets		(38	)		(1,100	)
Proceeds from sales of investments in other assets		1,125			—
Net change in restricted stock		245			(22	)
Net (increase) decrease in loans		29,635			(96,860	)
Purchase of premises and equipment		(510	)		(403	)
Proceeds from sale of premises and equipment		336			—
Proceeds from sale of OREO		—			167
Net cash provided (used) by investing activities		20,164			(131,669	)
Cash flows from financing activities
Net increase in deposit accounts		16,097			88,220
Net increase (decrease) in federal funds purchased and other short-term borrowings		561			(127	)
Proceeds from long-term borrowings		—			1,000
Repayment of long-term borrowings		(1,000	)		—
Repurchase of common stock, net		(687	)		(691	)
Dividends paid on preferred stock (noncontrolling interest)		(280	)		(282	)
Net cash provided by financing activities		14,691			88,120
Increase (decrease) in cash and cash equivalents		38,202			(43,266	)
Cash and cash equivalents, beginning of period		88,868			155,198
Cash and cash equivalents, end of period	$	127,070		$	111,932
Supplemental disclosures of cash flow information
Interest paid	$	665		$	1,293
Income taxes paid		1,278			615
Supplemental schedule of non-cash activities
Net change in fair value of securities available for sale, net of tax	$	(2,897	)	$	2,840
Company financed OREO		—			90

See accompanying notes

-7-

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Basis of Presentation

The financial statements and accompanying notes are presented on a consolidated basis including Uwharrie Capital Corp (the “Company”) and its subsidiaries, Uwharrie Bank (the “Bank”), Uwharrie Investment Advisors, Inc. (“UIA”), and Uwharrie Mortgage, Inc. The Bank consolidates its subsidiaries, the Strategic Alliance Corporation, BOS Agency, Inc. and Gateway Mortgage, Inc., each of which is wholly owned by the Bank.

The information contained in the consolidated financial statements is unaudited. In the opinion of management, the consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and material adjustments necessary for a fair presentation of results of interim periods, all of which are of a normal recurring nature, have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for an entire year. Management continues to evaluate the impact of COVID-19, the disease caused by the novel Coronavirus, beyond the current impacts as of June 30, 2021, which are discussed throughout the accompanying notes of this report. Management is not aware of additional economic events, outside influences or changes in concentrations of business that would require additional clarification or disclosure in the consolidated financial statements.

The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to consolidated financial statements filed as part of the Company’s 2020 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 5, 2021. This Quarterly Report should be read in conjunction with such Annual Report.

Use of Estimates

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses.

Accounting Changes, Reclassifications and Restatements

Certain amounts in the 2020 financial statements have been reclassified to conform to the 2021 presentation. These reclassifications did not have an impact on net income or shareholders’ equity.

Note 2 – Comprehensive Income

The Company reports as comprehensive income all changes in shareholders’ equity during the year from sources other than shareholders. Other comprehensive income refers to all components (revenues, expenses, gains, and losses) of comprehensive income that are excluded from net income. The Company’s only component of other comprehensive income is unrealized gains and losses, net of income tax, on investment securities available for sale.

The following table presents the changes in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020:

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2021			2020		2021			2020
	(dollars in thousands)

Beginning balance	$	388		$	1,927	$	4,160		$	323

Other comprehensive income (loss) before reclassifications, net of ($275), ($370), $662 and ($860) tax effect, respectively		912			1,236		(2,110	)		2,887

Amounts reclassified from accumulated other comprehensive income, net of $14, $0, $204 and $11 tax effect, respectively		(37	)		—		(787	)		(47	)

Net current-period other comprehensive income (loss)		875			1,236		(2,897	)		2,840

Ending balance	$	1,263		$	3,163	$	1,263		$	3,163

-8-

Note 3 – Noncontrolling Interest

In 2013, the Company’s subsidiary bank issued a total of $10.7 million of Fixed Rate Noncumulative Perpetual Preferred Stock, Series B and Series C. The preferred stock qualifies as Tier 1 capital at the bank and pays dividends at an annual rate of 5.30%. The preferred stock has no voting rights. This capital is presented as noncontrolling interest in the consolidated balance sheets. Dividends declared on this preferred stock are presented as earnings allocated to the noncontrolling interest in the consolidated statements of income.

Note 4 – Per Share Data

Basic and diluted net income per common share is computed based on the weighted average number of shares outstanding during each period after retroactively adjusting for stock dividends. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income of the Company. The Company had no stock options outstanding at June 30, 2021 or December 31, 2020.

Basic and diluted net income per common share have been computed based upon net income available to common shareholders as presented in the accompanying consolidated statements of income divided by the weighted average number of common shares outstanding or assumed to be outstanding.

The weighted average number of common shares outstanding was 7,014,214 for the three-month period ended June 30, 2021 compared to 7,123,163 for the three-month period ended June 30, 2020. For the six-month period ended June 30, 2021, the weighted average common shares outstanding was 7,032,401 compared to 7,166,134 for the six-month period ended June 30, 2020. The number of shares and earnings per share for the 2020 periods have been adjusted for the 2% stock dividend declared on October 20, 2020.

Note 5 – Investment and Equity Securities

Carrying amounts and fair values of securities available for sale and held to maturity are summarized below:

June 30, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands)
Securities available for sale
U.S. Government agencies	$	41,921	$	264	$	487	$	41,698
GSE - Mortgage-backed securities and CMO’s		50,243		394		174		50,463
Asset-backed securities		37,122		1,222		—		38,344
State and political subdivisions		65,308		880		678		65,510
Corporate bonds		3,914		219		—		4,133
Total securities available for sale	$	198,508	$	2,979	$	1,339	$	200,148

June 30, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands)
Securities held to maturity
U.S. Government agencies	$	247	$	6	$	—	$	253
State and political subdivisions		17,056		1,247		—		18,303
Corporate bonds		10,500		232		6		10,726
Total securities held to maturity	$	27,803	$	1,485	$	6	$	29,282

-9-

December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands)
Securities available for sale
U.S. Government agencies	$	36,804	$	611	$	26	$	37,389
GSE - Mortgage-backed securities and CMO’s		39,720		1,844		68		41,496
Asset-backed securities		38,536		748		3		39,281
State and political subdivisions		67,148		2,107		91		69,164
Corporate bonds		3,902		281		—		4,183
Total securities available for sale	$	186,110	$	5,591	$	188	$	191,513

December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands)
Securities held to maturity
U.S. Government agencies	$	459	$	11	$	—	$	470
State and political subdivisions		17,748		1,382		—		19,130
Corporate bonds		10,000		—		—		10,000
Total securities held to maturity	$	28,207	$	1,393	$	—	$	29,600

At June 30, 2021 and December 31, 2020, the Company owned Federal Reserve Bank (FRB) stock reported at cost of $509,000 for both periods, and Federal Home Loan Bank (FHLB) stock reported at a cost of $411,000 and $657,000 at June 30, 2021 and December 31, 2020, respectively. The investments in FRB stock and FHLB stock are required investments related to the Company’s membership in, and borrowings with, these banks and is classified as restricted stock on the consolidated balance sheet. These investments are carried at cost since there is no ready market and redemption has historically been made at par value. The Company estimated that the fair value approximated cost and that these investments were not impaired at June 30, 2021.

Results from sales of securities available for sale for the three and six month periods ended June 30, 2021 and June 30, 2020 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(dollars in thousands)
Gross proceeds from sales	$	15,043	$	—	$	49,280	$	7,586

Realized gains from sales	$	51	$	—	$	1,505	$	58
Realized losses from sales		—		—		514		—
Net realized gains (losses)	$	51	$	—	$	991	$	58

At June 30, 2021 and December 31, 2020, securities available for sale with a carrying amount of $83.2 million and $82.8 million, respectively, were pledged as collateral on public deposits and for other purposes as required or permitted by law.

-10-

The following tables show the gross unrealized losses and fair value of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2021 and December 31, 2020. We believe these unrealized losses on investment securities are a result of a volatile market and fluctuations in market prices due to a rise in interest rates, which will adjust if rates decline. Management does not believe these fluctuations are a reflection of the credit quality of the investments. At June 30, 2021, the unrealized losses on available for sale securities less than twelve months related to fifteen government agency bonds, four government-sponsored enterprise (“GSE”) mortgage-backed securities and twenty-seven state and political subdivision bonds. There was one corporate held to maturity bond that had been in a loss position less than twelve months at June 30, 2021. At December 31, 2020, the unrealized losses on available for sale securities less than twelve months related to four government agency bonds, three GSE mortgage-backed securities, two asset-backed securities and ten state and political subdivision bonds. At June 30, 2021, the Company had two government agency bonds and two state and political subdivision bonds that had been in a loss position for twelve months or more.

	Less than 12 Months				12 Months or More				Total
June 30, 2021	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(dollars in thousands)
Securities available for sale temporary impairment
U.S. Government agencies	$	24,012	$	455	$	2,633	$	32	$	26,645	$	487
GSE-Mortgage-backed securities and CMO’s		18,829		174		—		—		18,829		174
State and political subdivisions		41,814		647		1,445		31		43,259		678
Total securities available for sale	$	84,655	$	1,276	$	4,078	$	63	$	88,733	$	1,339

	Less than 12 Months				12 Months or More				Total
June 30, 2021	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(dollars in thousands)
Securities held to maturity temporary impairment
U.S. Government agencies	$	—	$	—	$	—	$	—	$	—	$	—
State and political subdivisions		—		—		—		—		—		—
Corporate bonds		1,244		6		—		—		1,244		6
Total securities held to maturity	$	1,244	$	6	$	—	$	—	$	1,244	$	6

	Less than 12 Months				12 Months or More				Total
December 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(dollars in thousands)
Securities available for sale temporary impairment
U.S. Government agencies	$	5,061	$	26	$	—	$	—	$	5,061	$	26
GSE-Mortgage-backed securities and CMO’s		10,263		68		—		—		10,263		68
Asset-backed securities		2,686		3		—		—		2,686		3
State and political subdivisions		11,286		91		—		—		11,286		91
Total securities available for sale	$	29,296	$	188	$	—	$	—	$	29,296	$	188

Less than 12 Months

12 Months or More

Total

December 31, 2020

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

(dollars in thousands)

Securities held to maturity temporary impairment

U.S. Government agencies

—

State and political subdivisions

—

Corporate bonds

—

Total securities held to maturity

—

Declines in the fair value of the investment portfolio are believed by management to be temporary in nature. When evaluating an investment for other-than-temporary impairment, management considers, among other things, the length of time and the extent to which the fair value has been in a loss position, the financial condition of the issuer and the intent and the ability of the Company to hold the investment until the loss position is recovered.

Any unrealized losses were largely due to increases in market interest rates over the yields available at the time of purchase. The fair value is expected to recover as the bonds approach their maturity date or market yields for such investments decline. Management

-11-

does not believe any of the securities are impaired due to reasons of credit quality, but that the losses are temporary in nature. At June 30, 2021, the Company does not intend to sell and is not likely to be required to sell the available for sale securities that were in a loss position prior to full recovery.

The following tables show contractual maturities of the investment portfolio as of June 30, 2021:

	June 30, 2021
	Amortized Cost		Estimated Fair Value		Book Yield
	(dollars in thousands)
Securities available for sale

U.S. Government agencies
Due after one but within five years		4,004		4,086		1.80	%
Due after five but within ten years		25,497		25,253		0.95	%
Due after ten years		12,420		12,359		0.71	%
		41,921		41,698		0.96	%
Mortgage-backed securities
Due after one but within five years		4,401		4,422		3.78	%
Due after five but within ten years		15,074		15,172		0.91	%
Due after ten years		30,768		30,869		0.85	%
		50,243		50,463		1.12	%
Asset-backed securities
Due after ten years		37,122		38,344		1.24	%
		37,122		38,344		1.24	%
State and political subdivisions
Due within twelve months		811		815		2.45	%
Due after one but within five years		1,869		1,926		2.73	%
Due after five but within ten years		1,488		1,462		1.84	%
Due after ten years		61,140		61,307		1.90	%
		65,308		65,510		1.93	%
Corporate bonds
Due within twelve months		1,997		2,040		2.98	%
Due after one but within five years		1,917		2,093		3.43	%
		3,914		4,133		3.20	%
Total securities available for sale
Due within twelve months		2,808		2,855		2.83	%
Due after one but within five years		12,191		12,527		2.92	%
Due after five but within ten years		42,059		41,887		0.97	%
Due after ten years		141,450		142,879		1.39	%
	$	198,508	$	200,148		1.42	%

-12-

	June 30, 2021
	Amortized Cost		Estimated Fair Value		Book Yield
	(dollars in thousands)
Securities held to maturity

U. S. Government agencies
Due after one but within five years	$	247	$	253		2.67	%
		247		253		2.67	%
State and political subdivisions
Due within twelve months		1,671		1,675		1.91	%
Due after one but within five years		1,965		2,029		2.23	%
Due after ten years		13,420		14,599		2.64	%
		17,056		18,303		2.52	%
Corporate Bonds
Due after five but within ten years		10,500		10,726		4.93	%
		10,500		10,726		4.93	%
Total securities held for maturity
Due within twelve months		1,671		1,675		1.91	%
Due after one but within five years		2,212		2,282		2.28	%
Due after five but within ten years		10,500		10,726		4.93	%
Due after ten years		13,420		14,599		2.64	%
	$	27,803	$	29,282		3.43	%

The portion of unrealized gains and losses for the three and six months ended June 30, 2021 and 2020 related to equity securities still held at the reporting date is calculated as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021			2020
	(dollars in thousands)
Gross proceeds from sales	$	—	$	—	$	929		$	—

Net gains (losses) recognized during the period on equity securities	$	7	$	102	$	(12	)	$	333
Less: Net losses recognized from equity securities sold during the period		—		—		(18	)		—
Unrealized gains recognized during the period on equity securities still held at the reporting date	$	7	$	102	$	6		$	333

-13-

Note 6 – Loans Held for Investment

The composition of net loans held for investment by class as of June 30, 2021 and December 31, 2020 are as follows:

	June 30, 2021			December 31, 2020
	(dollars in thousands)
Commercial
Commercial	$	64,219		$	64,334
SBA Paycheck Protection Program (PPP)		53,857			76,398
Real estate - commercial		143,596			147,229
Other real estate construction loans		30,292			32,920
Other loans		4,603			3,098
Noncommercial
Real estate 1-4 family construction		4,238			7,709
Real estate - residential		78,340			75,000
Home equity		51,049			51,615
Consumer loans		10,203			11,073
		440,397			469,376
Less:
Allowance for loan losses		(4,174	)		(4,402	)
Deferred loan fees net		(2,344	)		(1,635	)

Loans held for investment, net	$	433,879		$	463,339

The Paycheck Protection Program (“PPP”), which is administered by the Small Business Administration (“SBA”), was created as part of the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act. The Company participated in assisting its customers with applications for funds through the program. PPP loans have a two-year term or, if approved after June 5, 2020, a five-year term and earn interest at 1%. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of June 30, 2021, the Company had funded 1,202 PPP loans representing $81.0 million. Of the loans funded, 970 loans totaling $72.3 million had been paid off or forgiven by the SBA as of June 30, 2021. Remaining deferred loan fees of $199,000 and remaining deferred loan costs of $51,000 were attributable to the first round of PPP loans at June 30, 2021. The Consolidated Appropriations Act, 2021, or CAA, established another round of PPP loan funding for certain eligible borrowers, and the Company had funded 879 PPP loans totaling $46.4 million under this additional round as of June 30, 2021. Of the loans funded during the second round of PPP funding, 20 loans totaling $1.3 million had been paid off or forgiven by the SBA as of June 30, 2021. Remaining deferred loan fees of $2.8 million and remaining deferred loan costs of $318,000 were attributable to the second round of PPP loans at June 30, 2021. It is the Company’s understanding that loans funded through the PPP are fully guaranteed by the U.S. government. Should those circumstances change, the Company could be required to establish additional allowance for loan loss through additional provision expense charged to earnings.

Note 7 – Allowance for Loan Losses

The following tables show the change in the allowance for loan losses by loan segment for the three and six months ended June 30, 2021 and 2020, respectively:

Commercial	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(dollars in thousands)

Balance, beginning of period	$	2,555		$	1,512		$	2,753		$	1,087
Provision for (recovery of) loan losses		(47	)		580			(134	)		1,002
Charge-offs		—			(35	)		(118	)		(38	)
Recoveries		13			54			20			60
Net (charge-offs) recoveries		13			19			(98	)		22
Balance at end of period	$	2,521		$	2,111		$	2,521		$	2,111

-14-

Non-Commercial	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(dollars in thousands)

Balance, beginning of period	$	1,697		$	1,115		$	1,649		$	894
Provision for (recovery of) loan losses		(94	)		187			(41	)		397
Charge-offs		(8	)		(17	)		(28	)		(24	)
Recoveries		58			30			73			48
Net (charge-offs) recoveries		50			13			45			24
Balance at end of period	$	1,653		$	1,315		$	1,653		$	1,315

Total	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2021			2021			2020
	(dollars in thousands)

Balance, beginning of period	$	4,252		$	2,627		$	4,402		$	1,981
Provision for (recovery of) loan losses		(141	)		767			(175	)		1,399
Charge-offs		(8	)		(52	)		(146	)		(62	)
Recoveries		71			84			93			108
Net (charge-offs) recoveries		63			32			(53	)		46
Balance at end of period	$	4,174		$	3,426		$	4,174		$	3,426

The following tables show period-end loans and reserve balances by loan segment both individually and collectively evaluated for impairment at June 30, 2021 and December 31, 2020:

June 30, 2021
	Individually Evaluated				Collectively Evaluated				Total
	Reserve		Loans		Reserve		Loans		Reserve		Loans
	(dollars in thousands)

Commercial	$	100	$	4,016	$	2,421	$	289,969	$	2,521	$	293,985
Non-Commercial		92		3,039		1,561		141,029		1,653		144,068

Total	$	192	$	7,055	$	3,982	$	430,998	$	4,174	$	438,053

December 31, 2020
	Individually Evaluated				Collectively Evaluated				Total
	Reserve		Loans		Reserve		Loans		Reserve		Loans
	(dollars in thousands)

Commercial	$	53	$	5,237	$	2,700	$	317,094	$	2,753	$	322,331
Non-Commercial		94		2,917		1,555		142,493		1,649		145,410

Total	$	147	$	8,154	$	4,255	$	459,587	$	4,402	$	467,741

-15-

Past due loan information is used by management when assessing the adequacy of the allowance for loan losses. The following tables summarize the past due information of the loan portfolio by class as of the dates indicated:

June 30, 2021
	Loans 30-89 Days Past Due		Loans 90 Days or More Past due and Non - Accrual		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
	(dollars in thousands)

Commercial	$	88	$	—	$	88	$	64,131	$	64,219	$	—
SBA Paycheck Protection Program (PPP)		—		—		—		51,275		51,275		—
Real estate - commercial		—		1,927		1,927		141,669		143,596		—
Other real estate construction		—		—		—		30,292		30,292		—
Real estate 1-4 family construction		—		—		—		4,238		4,238		—
Real estate - residential		207		519		726		77,852		78,578		—
Home equity		2		235		237		50,812		51,049		—
Consumer loans		30		—		30		10,173		10,203		—
Other loans		—		—		—		4,603		4,603		—

Total	$	327	$	2,681	$	3,008	$	435,045	$	438,053	$	—

December 31, 2020
	Loans 30-89 Days Past Due		Loans 90 Days or More Past due and Non - Accrual		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
	(dollars in thousands)

Commercial	$	—	$	—	$	—	$	64,334	$	64,334	$	—
SBA Paycheck Protection Program (PPP)		—		—		—		74,750		74,750		—
Real estate - commercial		—		2,076		2,076		145,153		147,229		—
Other real estate construction		52		1,039		1,091		31,829		32,920		—
Real estate 1-4 family construction		—		—		—		7,709		7,709		—
Real estate - residential		299		595		894		74,119		75,013		—
Home equity		—		48		48		51,567		51,615		—
Consumer loan		46		—		46		11,027		11,073		—
Other loans		—		—		—		3,098		3,098		—

Total	$	397	$	3,758	$	4,155	$	463,586	$	467,741	$	—

Once a loan becomes 90 days past due, the loan is automatically transferred to a non-accrual status. The exception to this policy is credit card loans that remain in accruing status 90 days or more until they are paid current or charged off.

The Company had $0 in foreclosed residential real estate and $0 of residential real estate in process of foreclosure at June 30, 2021. At December 31, 2020, the Company had $0 in foreclosed residential real estate and $51,000 of residential real estate in process of foreclosure.

-16-

The composition of non-accrual loans by class as of June 30, 2021 and December 31, 2020 was as follows:

	June 30, 2021		December 31, 2020
	(dollars in thousands)

Commercial	$	—	$	—
SBA Paycheck Protection Program (PPP)		—		—
Real estate - commercial		1,927		2,076
Other real estate construction		—		1,039
Real estate 1 – 4 family construction		—		—
Real estate – residential		519		595
Home equity		235		48
Consumer loans		—		—
Other loans		—		—
	$	2,681	$	3,758

Management uses a risk-grading program to facilitate the evaluation of probable inherent loan losses and to measure the adequacy of the allowance for loan losses. In this program, risk grades are initially assigned by the loan officers and reviewed and monitored by the lenders and credit administration. The program has eight risk grades summarized in five categories as follows:

Pass: Loans that are pass grade credits include loans that are fundamentally sound, with risk factors that are reasonable and acceptable. They generally conform to policy with only minor exceptions; any major exceptions are clearly mitigated by other economic factors.

Watch: Loans that are watch credits include loans on management’s watch list where a risk concern may be anticipated in the near future.

Substandard: Loans that are considered substandard are loans that are inadequately protected by current sound net worth and paying capacity of the obligor or the value of the collateral pledged. All non-accrual loans are graded as substandard.

Doubtful: Loans that are considered to be doubtful have all weaknesses inherent in loans classified substandard, plus the added characteristic that the weaknesses make the collection or liquidation in full on the basis of current existing facts, conditions and values highly questionable and improbable.

Loss: Loans that are considered to be a loss are considered to be uncollectible and of such little value that their continuance as bankable assets is not warranted.

The tables below summarize risk grades of the loan portfolio by class at June 30, 2021 and December 31, 2020:

June 30, 2021
	Pass		Watch		Sub- standard		Doubtful		Total
	(dollars in thousands)

Commercial	$	62,048	$	2,171	$	—	$	—	$	64,219
SBA Paycheck Protection Program (PPP)		51,275		—		—		—		51,275
Real estate - commercial		136,313		4,561		2,722		—		143,596
Other real estate construction		29,951		87		254		—		30,292
Real estate 1 - 4 family construction		4,238		—		—		—		4,238
Real estate - residential		75,437		2,217		924		—		78,578
Home equity		50,375		439		235		—		51,049
Consumer loans		10,189		14		0		—		10,203
Other loans		4,603		—		—		—		4,603

Total	$	424,429	$	9,489	$	4,135	$	—	$	438,053

-17-

December 31, 2020
	Pass		Watch		Sub- standard		Doubtful		Total
	(dollars in thousands)

Commercial	$	61,828	$	2,321	$	185	$	—	$	64,334
SBA Paycheck Protection Program (PPP)		74,750		—		—		—		74,750
Real estate - commercial		143,222		1,113		2,894		—		147,229
Other real estate construction		31,263		344		1,313		—		32,920
Real estate 1 - 4 family construction		7,709		—		—		—		7,709
Real estate - residential		72,085		2,145		783		—		75,013
Home equity		50,661		661		293		—		51,615
Consumer loans		11,001		19		53		—		11,073
Other loans		3,098		—		—		—		3,098

Total	$	455,617	$	6,603	$	5,521	$	—	$	467,741

Loans that are in non-accrual status or 90 days past due and still accruing are considered to be nonperforming. At both June 30, 2021 and December 31, 2020 there were no loans 90 days past due and still accruing. The following tables show the breakdown between performing and nonperforming loans by class at June 30, 2021 and December 31, 2020:

June 30, 2021
	Performing		Non- Performing		Total
	(dollars in thousands)

Commercial	$	64,219	$	—	$	64,219
SBA Paycheck Protection Program (PPP)		51,275		—		51,275
Real estate - commercial		141,669		1,927		143,596
Other real estate construction		30,292		—		30,292
Real estate 1 – 4 family construction		4,238		—		4,238
Real estate – residential		78,059		519		78,578
Home equity		50,814		235		51,049
Consumer loans		10,203		—		10,203
Other loans		4,603		—		4,603

Total	$	435,372	$	2,681	$	438,053

December 31, 2020
	Performing		Non- Performing		Total
	(dollars in thousands)

Commercial	$	64,334	$	—	$	64,334
SBA Paycheck Protection Program (PPP)		74,750		—		74,750
Real estate - commercial		145,153		2,076		147,229
Other real estate construction		31,881		1,039		32,920
Real estate 1 – 4 family construction		7,709		—		7,709
Real estate – residential		74,418		595		75,013
Home equity		51,567		48		51,615
Consumer loans		11,073		—		11,073
Other loans		3,098		—		3,098

Total	$	463,983	$	3,758	$	467,741

-18-

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement. If a loan is deemed impaired, a specific calculation is performed and a specific reserve is allocated, if necessary. The tables below summarize the loans deemed impaired and the amount of specific reserves allocated by class at June 30, 2021 and December 31, 2020.

June 30, 2021
	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Related Allowance
	(dollars in thousands)

Commercial	$	651	$	—	$	651	$	19
SBA Paycheck Protection Program (PPP)		—		—		—		—
Real estate - commercial		3,365		1,689		1,676		81
Other real estate construction		—		—		—		—
Real estate 1 - 4 family construction		—		—		—		—
Real estate - residential		2,796		1,215		1,581		91
Home equity		235		203		32		1
Consumer loans		8		—		8		—
Other loans		—		—		—		—
Total	$	7,055	$	3,107	$	3,948	$	192

December 31, 2020
	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Related Allowance
	(dollars in thousands)

Commercial	$	651	$	—	$	651	$	20
SBA Paycheck Protection Program (PPP)		—		—		—		—
Real estate - commercial		3,547		2,076		1,471		33
Other real estate construction		1,039		1,039		—		—
Real estate 1 - 4 family construction		—		—		—		—
Real estate - residential		2,856		1,416		1,440		84
Home equity		48		15		33		10
Consumer loans		13		—		13		—
Other loans		—		—		—		—
Total	$	8,154	$	4,546	$	3,608	$	147

The table below shows interest income received on impaired loans by class for the three and six months ended June 30, 2021 and 2020.

	Three Months ended June 30, 2021				Three Months ended June 30, 2020
	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
	(dollars in thousands)

Commercial	$	651	$	7	$	388	$	17
SBA Paycheck Protection Program (PPP)		—		—		—		—
Real estate - commercial		3,493		31		3,591		13
Other real estate construction		—		—		1,123		—
Real estate 1- 4 family construction		—		—		—		—
Real estate - residential		2,762		34		3,223		29
Home equity		236		—		73		—
Consumer loans		10		—		19		1
Other loans		—		—		—		—

Total	$	7,152	$	72	$	8,417	$	60

-19-

	Six Months Ended June 30, 2021				Six Months Ended June 30, 2020
	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income
	(dollars in thousands)

Commercial	$	651	$	12	$	260	$	17
SBA Paycheck Protection Program (PPP)		—		—		—		—
Real estate - commercial		3,511		55		3,598		42
Other real estate construction		346		—		763		1
Real estate 1- 4 family construction		—		—		—		—
Real estate - residential		2,794		72		3,172		69
Home equity		173		1		76		1
Consumer loans		11		—		20		1
Other loans		—		—		—		—

Total	$	7,486	$	140	$	7,889	$	131

Note 8 – Troubled Debt Restructures

A modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification involves providing a concession to the existing loan contract. The Company offers various types of concessions when modifying loans to troubled borrowers, however, forgiveness of principal is rarely granted. Concessions offered are term extensions, capitalizing accrued interest, reducing interest rates to below current market rates or a combination of any of these. Combinations from time to time may include allowing a customer to be placed on interest-only payments. The presentations below in the “other” category are TDRs with a combination of concessions. At the time of a TDR, additional collateral or a guarantor may be requested.

Loans modified as TDRs are typically already on non-accrual status and in some cases, partial charge-offs may have already been taken against the outstanding loan balance. The Company classifies TDR loans as impaired loans and evaluates the need for an allowance for loan loss on a loan-by-loan basis. An allowance is based on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the estimated fair value of the underlying collateral less any selling costs, if the loan is deemed to be collateral dependent.

At both June 30, 2021 and December 31, 2020, the Company had $4.4 million in TDRs outstanding, of which one with a balance totaling $46,000 was on a non-accruing basis.

For the three and six months ended June 30, 2021 and 2020, the following table presents a breakdown of the types of concessions made by loan class:

	For the three months ended June 30, 2021
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(dollars in thousands)

Commercial		1	$	648	$	648
SBA Paycheck Protection Program (PPP)		—		—		—
Real estate - commercial		—		—		—
Other real estate construction		—		—		—
Real estate 1 – 4 family construction		—		—		—
Real estate – residential		1		216		216
Home equity		—		—		—
Consumer loans		—		—		—
Other loans		—		—		—

Total		2	$	864	$	864

-20-

	For the three months ended June 30, 2020
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(dollars in thousands)

Commercial		1	$	650	$	650
SBA Paycheck Protection Program (PPP)		—		—		—
Real estate - commercial		1		829		829
Other real estate construction		—		—		—
Real estate 1 – 4 family construction		—		—		—
Real estate – residential		1		114		114
Home equity		—		—		—
Consumer loans		—		—		—
Other loans		—		—		—

Total		3	$	1,593	$	1,593

	For the six months ended June 30, 2021
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(dollars in thousands)

Commercial		1	$	648	$	648
SBA Paycheck Protection Program (PPP)		—		—		—
Real estate - commercial		—		—		—
Other real estate construction		—		—		—
Real estate 1 – 4 family construction		—		—		—
Real estate – residential		1		216		216
Home equity		—		—		—
Consumer loans		—		—		—
Other loans		—		—		—

Total		2	$	864	$	864

	For the six months ended June 30, 2020
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(dollars in thousands)

Commercial		2	$	691	$	691
SBA Paycheck Protection Program (PPP)		—		—		—
Real estate - commercial		1		829		829
Other real estate construction		—		—		—
Real estate 1 – 4 family construction		—		—		—
Real estate – residential		2		335		335
Home equity		—		—		—
Consumer loans		—		—		—
Other loans		—		—		—

Total		5	$	1,855	$	1,855

During the twelve months ended June 30, 2021, there was one TDR for which there was a payment default. During the twelve months ended June 30, 2020, there were two TDRs for which there was a payment default.

A default on a TDR is defined as being past due 90 days or being out of compliance with the modification agreement. As previously mentioned, the Company considers TDRs to be impaired loans and has $151,000 in the allowance for loan losses as of June 30, 2021, as a direct result of these TDRs. At June 30, 2020, there was $133,000 in the allowance for loan losses related to TDRs.

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The following table presents the status of the types of loans modified as TDRs within the previous twelve months as of June 30, 2021 and 2020:

	Paid In Full				Paying as restructured				Converted to non-accrual				Foreclosure/ Default
	Number of Loans		Recorded Investments		Number of Loans		Recorded Investments		Number of Loans		Recorded Investments		Number of Loans		Recorded Investments
	(dollars in thousands)
June 30, 2021

Below market interest rate		—	$	—		—	$	—		—	$	—		—	$	—
Extended payment Terms		—		—		—		—		—		—		—		—
Forgiveness of Principal/Other		7		752		4		1,023		—		—		1		41

Total		7	$	752		4	$	1,023		—	$	—		1	$	41

June 30, 2020

Below market interest rate		—	$	—		1	$	219		—	$	—		—	$	—
Extended payment Terms		—		—		—		—		—		—		—		—
Forgiveness of Principal/Other		1		37		10		2,434		1		46		—		—

Total		1	$	37		11	$	2,653		1	$	46		—	$	—

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, which was signed into law on March 27, 2020, allows the Company to suspend the TDR classifications described above in an effort to provide relief to borrowers impacted by COVID-19. The Consolidated Appropriations Act, 2021, or CAA, which was signed into law on December 27, 2020, extends the expiration of TDR suspensions as set forth in the CARES Act. The Company has elected to adopt this suspension until January 1, 2022 or 60 days after the national emergency terminates, per the CAA. Modifications of loans subsequent to March 1, 2020 for COVID-19 reasons, and that were current as of December 31, 2019, are not considered TDRs and are tracked internally as “COVID-19 Modifications”.

The Company initially provided up to a three-month deferral period or conversion to interest-only repayment for up to three months. Additional extensions have been considered. Loans are reviewed on a case-by-case basis and the Company will generally work with borrowers that express an interest in the assistance program. As of June 30, 2021, the Company had one current outstanding modified loan with a recorded investment of $11,000. Of the loans currently under accommodation, one had entered payment deferral a second time. Additionally, 207 previously modified loans with outstanding balances totaling $54.5 million have come out of deferment. Of the loans removed from deferment, 42 with balances totaling $10.7 million were paid off, 162 loans totaling $43.6 million were out of accommodation and current at June 30, 2021 and three loans totaling $172,000 were removed due to noncompliance.

-22-

As of June 30, 2021, the Company’s modifications of loans for COVID-19 related reasons are disclosed in the table below:

	Interest only				Payment deferral				Other				Total COVID-19 modifications
	Number of Loans		Recorded Investments		Number of Loans		Recorded Investments		Number of Loans		Recorded Investments		Number of Loans		Recorded Investments
	(dollars in thousands)
June 30, 2021

Commercial		—	$	—		—	$	—		—	$	—		—	$	—
Real estate - commercial		—		—		—		—		—		—		—		—
Other real estate construction		—		—		—		—		—		—		—		—
Other loans		—		—		—		—		—		—		—		—
Real estate – residential		—		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—		—
Consumer loans		—		—		1		11		—		—		1		11
Total		—		—		1		11		—		—		1		11

Note 9 - Leases

Operating leases in which we are the lessee are recorded as operating lease right of use (“ROU”) assets and operating lease liabilities, included in premises and equipment and other liabilities, respectively, on our consolidated balance sheets. Operating lease ROU assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our 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 our incremental collateralized borrowing rate at the lease commencement date. ROU assets are further adjusted for the lease incentives. Operating lease expense, which is composed 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 the net occupancy expense in the consolidated statements of income. We do not currently have any finance leases in which we are the lessee.

Our leases relate to three office locations, two of which are branch locations, with remaining terms of five to nine years. Certain lease arrangements contain extension options which range from five to ten years at the then fair market rental rates. As these extension options are not generally considered reasonably certain of exercise, they are not included in the lease term. As of June 30, 2021, operating lease ROU assets were $2.3 million and the lease liability was $2.4 million, compared to ROU assets of $1.8 million and a lease liability of $1.9 million at June 30, 2020. Lease costs associated with all leases was $99,000 and $198,000 for the three months and six months ended June 30, 2021, respectively.

The table below summarizes other information related to our operating leases:

	Six Months Ended June 30,
	2021			2020
	(in thousands except percent and period data)

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	194		$	189
Right-of-use assets obtained in exchange for new operating lease liabilities		2,270			1,782
Weighted-average remaining lease term - operating leases, in years		6.4			7.3
Weighted-average discount rate - operating leases		2.45	%		2.90	%

-23-

The table below summarizes the maturity of remaining lease liabilities:


	June 30, 2021
	(in thousands)

2021	$	196
2022		400
2023		408
2024		417
2025		427
2026 and thereafter		753
Total lease payments		2,601
Less: Interest		(206	)
Present value of lease liabilities		2,395

Note 10 - Commitments and Contingencies

The Company’s subsidiary bank is 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, lines of credit and standby letters of credit. These instruments involve elements of credit risk in excess of amounts recognized in the accompanying financial statements.

The Bank’s risk of loss with unfunded loans and lines of credit or standby letters of credit is represented by the contractual amount of these instruments. The Bank uses the same credit policies in making commitments under such instruments as it does for on-balance sheet instruments. The amount of collateral obtained, if any, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, real estate and time deposits with financial institutions. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Credit card commitments are unsecured.

At June 30, 2021 and December 31, 2020, outstanding financial instruments whose contract amounts represent credit risk were approximately:

	June 30, 2021		December 31, 2020
	(dollars in thousands)

Commitments to extend credit	$	148,264	$	127,986
Credit card commitments		13,724		12,821
Standby letters of credit		8,099		8,277
Total commitments	$	170,087	$	149,084

Note 11 – Fair Value Disclosures

Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements but clarifies and standardizes some divergent practices that have emerged since prior guidance was issued. ASC 820 creates a three-level hierarchy under which individual fair value estimates are to be ranked based on the relative reliability of the inputs used in the valuation.

ASC 820 defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which those assets or liabilities are sold and considers assumptions that market participants would use when pricing those assets or liabilities. Fair values determined using Level 1 inputs rely on active and observable markets to price identical assets or liabilities. In situations where identical assets and liabilities are not traded in active markets, fair values may be determined based on Level 2 inputs, which exist when observable data exists for similar assets and liabilities. Fair values for assets and liabilities for which identical or similar assets and liabilities are not actively traded in observable markets are based on Level 3 inputs, which are considered to be unobservable.

Among the Company’s assets and liabilities, investment securities available for sale and mortgage banking derivatives are reported at their fair values on a recurring basis. Certain other assets are adjusted to their fair value on a nonrecurring basis, including other real estate owned, impaired loans, loans held for sale, which are carried at the lower of cost or market, and loan servicing rights, where fair

-24-

value is determined using similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Deposits, short-term borrowings and long-term obligations are not reported at fair value.

Prices for US Treasury and marketable equity securities are readily available in the active markets in which those securities are traded, and the resulting fair values are shown in the Level 1 input column. Prices for government agency securities, mortgage-backed securities, asset-backed securities and for state, county and municipal securities are obtained for similar securities, and the resulting fair values are shown in the Level 2 input column. Prices for all other non-marketable investments are determined based on various assumptions that are not observable. The fair values for these investment securities are shown in the Level 3 input column. Non-marketable investment securities, which are carried at their purchase price, include those that may only be redeemed by the issuer. The changes in securities between Level 1 and Level 2 were related to the purchase and sale of several securities and not the transfer of securities.

Mortgage banking derivatives, which are comprised of interest rate lock commitments, or IRLCs, mortgage forward sales commitments and to-be-announced mortgage-backed securities trades (TBAs), are recorded at fair value on a recurring basis. Fair value of the IRLCs is based on projected pull-through rates and anticipated margins based on changes in market interest rates. The Company considers these to be Level 3 valuations. The fair value of mortgage forward sales commitments and TBAs is based on the gain or loss that would occur if the Company were to pair-off the transaction at the measurement date and is considered to be a Level 2 input.

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment by using one of several methods including collateral value, fair value of similar debt or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the present value of the expected repayments or fair value of collateral exceed the recorded investments in such loans. The Company typically bases the fair value of the collateral on appraised values which the Company considers Level 3 valuations.

Foreclosed assets are adjusted to fair value upon transfer of the loans to other real estate owned. Real estate acquired in settlement of loans is recorded initially at the estimated fair value of the property less estimated selling costs at the date of foreclosure. The initial recorded value may be subsequently reduced by additional allowances, which are charged to earnings if the estimated fair value of the property less estimated selling costs declines below the initial recorded value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. The Company typically bases the fair value of the collateral on appraised values, which the Company considers Level 3 valuations.

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate, based on secondary market prices. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. These loans are recorded in Level 2.

The following tables provide fair value information for assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020:

	June 30, 2021
	(dollars in thousands)
	Total		Level 1		Level 2		Level 3

Securities available for sale:
U.S. Government agencies	$	41,698	$	—	$	41,698	$	—
GSE - Mortgage-backed securities and CMO’s		50,463		—		50,463		—
Asset-backed securities		38,344		—		38,344		—
State and political subdivisions		65,510		—		65,510		—
Corporate bonds		4,133		—		4,133		—
Equity securities		411		411		—		—
Mortgage banking derivatives		1,589		—		114		1,475
Total assets at fair value on a recurring basis	$	202,148	$	411	$	200,262	$	1,475
Mortgage banking derivatives	$	78	$	—	$	78	$	—
Total liabilities at fair value on a recurring basis	$	78	$	—	$	78	$	—

-25-

	December 31, 2020
	(dollars in thousands)
	Total		Level 1		Level 2		Level 3

Securities available for sale:
U.S. Government agencies	$	37,389	$	—	$	37,389	$	—
GSE - Mortgage-backed securities and CMO’s		41,496		—		41,496		—
Asset-backed securities		39,281		—		39,281		—
State and political subdivisions		69,164		—		69,164		—
Corporate bonds		4,183		—		4,183		—
Equity securities		1,352		1,352		—		—
Mortgage banking derivatives		2,073		—		—		2,073
Total assets at fair value on a recurring basis	$	194,938	$	1,352	$	191,513	$	2,073
Mortgage banking derivatives	$	388	$	—	$	388	$	—
Total liabilities at fair value on a recurring basis	$	388	$	—	$	388	$	—

The following table provides a rollforward for recurring Level 3 fair value measurements:

	June 30, 2021
	(dollars in thousands)
	Mortgage banking derivatives: Interest rate lock commitments			Total
Balance at December 31, 2020	$	2,073		$	2,073
Change in fair value:
Included in income from mortgage banking		(598	)		(598	)
Balance at June 30, 2021	$	1,475		$	1,475

The fair value of mortgage interest rate lock commitments at June 30, 2021 was calculated based on a notional amount of $43.2 million. Significant unobservable inputs are used to determine the fair value of these derivatives. For the three months ended June 30, 2021, such inputs included anticipated margins to be earned based on market movement from the original lock date and an overall projected pull-through rate of 85.56% determined by loan product, loan stage, and loan purpose. The fair value of mortgage interest rate lock commitments at December 31, 2020 was calculated based on a notional amount of $66.5 million. Significant unobservable inputs included estimated net margin to be earned from loan sales, anticipated remaining costs associated with origination of the loan of 0.83%, and a projected pull-through rate of 86.0% at December 31, 2020. Changes in interest rates and other assumptions could significantly change these estimated values.

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market value that were recognized at fair value less cost to sell at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below as of June 30, 2021 and December 31, 2020:

	June 30, 2021
	(dollars in thousands)
	Total		Level 1		Level 2		Level 3

Impaired loans	$	3,756	$	—	$	—	$	3,756
Total assets at fair value on a nonrecurring basis	$	3,756	$	—	$	—	$	3,756

	December 31, 2020
	(dollars in thousands)
	Total		Level 1		Level 2		Level 3

Impaired loans	$	3,461	$	—	$	—	$	3,461
Total assets at fair value on a nonrecurring basis	$	3,461	$	—	$	—	$	3,461

-26-

Quantitative Information about Level 3 Fair Value Measurements

At June 30, 2021, impaired loans were being evaluated with discounted expected cash flows for performing TDRs and discounted appraisals were being used on collateral dependent loans.

Note 12 – Fair Values of Financial Instruments and Interest Rate Risk

ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those that are not measured and reported at fair value on a recurring basis or non-recurring basis.

The fair value estimates presented at June 30, 2021 and December 31, 2020 are based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price an asset could be sold at or the price at which a liability could be settled. However, given there is no active market or observable market transactions for many of the Company’s financial instruments, the Company has made estimates of many of these fair values which are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. The estimated fair values disclosed in the following table do not represent market values of all assets and liabilities of the Company and should not be interpreted to represent the underlying value of the Company. The following table reflects a comparison of carrying amounts and the estimated fair value of the financial instruments as of June 30, 2021 and December 31, 2020:

June 30, 2021
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
	(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	127,070	$	127,075	$	125,825	$	1,250	$	—
Securities available for sale		200,148		200,148		—		200,148		—
Securities held to maturity		27,803		29,282		—		18,556		10,726
Equity securities		411		411		411		—		—
Loans held for investment, net		433,879		429,540		—		—		429,540
Loans held for sale		10,394		10,394		—		10,394		—
Restricted stock		921		921		921		—		—
Loan servicing rights		4,921		5,112		—		5,112		—
Mortgage banking derivatives		1,589		1,589		—		114		1,475
Accrued interest receivable		2,171		2,171		—		—		2,171

FINANCIAL LIABILITIES
Deposits	$	759,293	$	759,307	$	—	$	759,307	$	—
Short-term borrowings		1,271		1,271		—		1,271		—
Long-term borrowings		9,992		9,616		—		—		9,616
Mortgage banking derivatives		78		78		—		78		—
Accrued interest payable		12		12		—		—		12

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December 31, 2020
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
	(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	88,868	$	88,879	$	87,623	$	1,256	$	—
Securities available for sale		191,513		191,513		—		191,513		—
Securities held to maturity		28,207		29,600		—		19,664		9,936
Equity securities		1,352		1,352		1,352		—		—
Loans held for investment, net		463,339		458,706		—		—		458,706
Loans held for sale		6,959		6,959		—		6,959		—
Restricted stock		1,166		1,166		1,166		—		—
Loan servicing rights		3,957		4,054		—		4,054		—
Mortgage banking derivatives		2,073		2,073		—		—		2,073
Accrued interest receivable		2,523		2,523		—		—		2,523

FINANCIAL LIABILITIES
Deposits	$	743,196	$	743,378	$	—	$	743,378	$	—
Short-term borrowings		710		710		—		710		—
Long-term debt		10,992		10,909		—		—		10,909
Mortgage banking derivatives		388		388		—		388		—
Accrued interest payable		21		21		—		—		21

At June 30, 2021 the Company’s subsidiary bank had outstanding standby letters of credit and commitments to extend credit. These off-balance sheet financial instruments are generally exercisable at the market rate prevailing at the date the underlying transaction will be completed; therefore, the fair value is the fee the Bank is expected to receive. This amount is deemed immaterial by management. See Note 10.

Note 13 – Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. During 2019, the effective date was extended to fiscal years beginning on or after December 15, 2022 for public entities that qualify as smaller reporting companies, per the Securities and Exchange Commission definition, which currently includes the Company. Early adoption is permitted. Entities will apply the standard’s provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We have entered into a contract to outsource our current model with a CECL-ready vendor. We are currently evaluating the various methods of determining credit losses within the software. The impact of the adoption is dependent on loan portfolio composition and credit quality at adoption date, as well as economic conditions and forecasts at that time.

ASC 848, “Reference Rate Reform,” was set forth to eliminate certain reference rates and introduce new reference rates that are based on a larger, more liquid population of observable transactions that are less vulnerable to manipulation. The reference rate reform will discontinue the use of certain widely used reference rates such as the London Interbank Offered Rate, or LIBOR. In response to likely challenges arising from contract modifications due to reference rate reform, the FASB issued ASU 2020-04 in March 2020 to provide optional expedients and exceptions for applying GAAP to contract modifications. As such, modifications to debt contracts may be accounted for as a continuation of the existing contract by prospectively adjusting the effective interest rate. This amendment can be applied beginning March 12, 2020 and will sunset December 31, 2022. The Company currently holds loan contracts that reference LIBOR, and is evaluating the most effective manner in which to modify those contracts, but does not anticipate material financial impact.

From time to time the FASB issues exposure drafts of proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of the Company and monitors the status of changes to and proposed effective dates of exposure drafts.

-28-

Note 14 – Mortgage Banking Derivatives

The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding, otherwise known as Interest Rate Lock Commitments (IRLCs). IRLCs on mortgage loans that will be held for resale are considered to be derivatives and must be accounted for at fair value on the balance sheet. Accordingly, such commitments are recorded at fair value in the mortgage banking derivatives asset with changes in fair value recorded in income from mortgage banking within the consolidated statement of income. Fair value is based on anticipated margins determined by market movement from the original lock date and projected pull-through rates on each loan by loan product, loan stage, and loan purpose.

During the term of the IRLC, the Company is exposed to the risk that the interest rate will change from the rate quoted to the borrower. In an effort to mitigate interest rate risk, the Company also enters into mortgage forward sales commitments on a mandatory basis for future delivery of residential mortgage loans after an interest rate lock is committed to the borrower. Mandatory commitments require that the loan must be delivered to the investor or a pair-off fee be paid. These forward commitments are recorded at fair value in the mortgage banking derivatives asset or liability, and changes in fair value are recorded to income from mortgage banking within the consolidated statement of income. The fair value of the forward commitments is based on the gain or loss that would occur if the Company were to pair-off the transaction at the measurement date.

The Company also enters into purchase and sale agreements of to-be-announced mortgage-backed securities trades (TBAs). A TBA trade is a contract to buy or sell mortgage-backed securities on a specific date while the underlying mortgages are not announced until just prior to settlement. These TBA trades provide an economic hedge against the effect of changes in interest rates resulting from IRLCs. TBAs are accounted for as derivatives under FASB ASC 815 when either of the following conditions exist: (i) when settlement of the TBA trade is not expected to occur at the next regular settlement date (which is typically the next month) or (ii) a mechanism exists to settle the contract on a net basis. As a result, these instruments are recorded at fair value in the mortgage banking derivatives liability with changes in fair value recorded in income from mortgage banking within the consolidated statement of income. The fair value of the TBA trades is based on the gain or loss that would occur if the Company were to pair-off the trade at the measurement date.

The following table reflects the notional amount and fair value of mortgage banking derivatives included in the balance sheet at fair value as of June 30, 2021 and December 31, 2020.

	Notional Amount		Fair Value
	(dollars in thousands)

Balance at June 30, 2021
Included in mortgage banking derivatives asset:
Interest rate lock commitments	$	43,160	$	1,475
Forward sales commitments		3,069		114
Included in mortgage banking derivatives liability:
To-be-announced mortgage-backed securities trades		44,500		74
Forward sales commitments		500		4

Balance at December 31, 2020
Included in mortgage banking derivatives asset:
Interest rate lock commitments		66,452		2,073
Forward sales commitments		—		—
Included in mortgage banking derivatives liability:
To-be-announced mortgage-backed securities trades		—		—
Forward sales commitments		47,260		388

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

Caution Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain certain forward-looking statements consisting of estimates with respect to the financial condition, results of operations and business of the Company that are subject to various factors that could cause actual results to differ materially from these estimates. These factors include, but are not limited to: the impact of the novel Coronavirus disease, or COVID-19, on our borrowers’ ability to meet their financial obligations to us; increases in our past due loans and provisions for loan losses that may result from COVID-19; declines in general economic conditions, including increased stress in the financial markets due to COVID-19; changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services. Any use of “we” or “our” in the following discussion refers to the Company on a consolidated basis.

Comparison of Financial Condition at June 30, 2021 and December 31, 2020.

During the six months ended June 30, 2021, the Company’s total assets increased $17.5 million, from $827.8 million to $845.3 million.

Cash and cash equivalents increased $38.2 million during the six months ended June 30, 2021. The increase is related to receipt of SBA PPP loan forgiveness and IRS Economic Impact Payments.

Investment securities consist of securities available for sale and securities held to maturity. Investment securities increased $8.2 million to $228.0 million for the six-month period ended June 30, 2021. At June 30, 2021, the Company had net unrealized gains on securities available for sale of $1.3 million, compared to net unrealized gains of $4.2 million as December 31, 2020. The significant decline is directly related to the increase of interest rates at June 30, 2021 compared to December 31, 2020, as the market signals recovery from the COVID-19 outbreak worldwide.

During the first quarter of 2021, the Company sold a portion of its equity security investment bringing the principal value down to $270,000 at June 30, 2021 from $901,000 at December 30, 2020. At June 30, 2021, unrealized gains on the investment totaled $141,000, resulting in a fair value of $411,000 for the security.

Loans held for investment decreased from $467.7 million to $438.0 million, a decrease of $29.7 million for the six-month period ended June 30, 2021. The Company experienced net declines in nearly all sectors with the largest decline (not including PPP loans) occurring in the commercial real estate segment related to large payoffs, one of which was a nonaccrual loan. During the first half of 2021, the Company funded 879 SBA PPP Round 2 loans for a total of $46.4 million. These loans are unsecured commercial loans, but are 100% guaranteed by the SBA. The growth in PPP loans was offset by forgiveness of $67.7 million of SBA PPP loans originally funded during 2020 and forgiveness of $1.3 million of SBA PPP Round 2 loans. Loans held for sale increased 49.4%, or $3.4 million, as many of the loans produced near the June 30, 2021 quarter-end date were not sold on the secondary market until early July.

The allowance for loan losses was $4.2 million at June 30, 2021, which represented 0.95% of the total loans held for investment, compared to $4.4 million or 0.94% of the total loans held for investment at December 31, 2020. Additional discussion regarding the decrease in the allowance is included in the Asset Quality section below.

Other changes in our consolidated assets are primarily related to loan servicing assets and other assets. Loan servicing assets increased $964,000 from December 31, 2020 to June 30, 2021 due to retention of servicing rights related to sustained sales of residential mortgage loans. Other assets decreased $1.3 million during the first six months of 2021, primarily due to the sale of an investment in a community development project, originally purchased in the first quarter of 2020.

Customer deposits, our primary funding source, experienced a $16.1 million increase during the six-month period ended June 30, 2021, increasing from $743.2 million to $759.3 million, a 2.17% increase. In addition to receipt of government stimulus deposits, a large portion of this increase is related to funding of SBA PPP Round 2 loans, some of the proceeds of which were deposited by our customers into their deposit accounts held at the Company’s subsidiary bank. Demand noninterest-bearing checking accounts increased $29.5 million and savings deposits increased $12.3 million during the six months ended June 30, 2021. Interest checking and money market accounts decreased by $12.6 million during the same period. Time deposits decreased by $13.1 million as customers transitioned to liquid accounts.

Total short-term borrowings increased $561,000 for the six-month period. At June 30, 2021, the Company had $10.0 million in long-term debt outstanding, which consisted solely of its fixed rate junior subordinated debt securities issued during the third quarter of 2019. The subordinated debt securities have a final maturity date of September 30, 2029, though may be redeemed by the Company on

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or after September 30, 2024. The junior subordinated debt pays interest quarterly at an annual fixed rate of 5.25%. The Company has a $3.0 million line of credit of which $3.0 million was available to use at June 30, 2021.

Other changes in consolidated liabilities are primarily related to mortgage forward sales commitments. Mortgage forward sales commitments decreased $310,000 from $388,000 at December 31, 2020 to $78,000 at June 30, 2021, because of the rise in interest rates since year-end. As rates rise, the value of the mandatory commitment deteriorates and the price required to exit out of the commitment decreases.

At June 30, 2021, total shareholders’ equity was $61.6 million, an increase of $2.3 million from December 31, 2020. Net income for the six-month period was $6.2 million. Unrealized gains on investment securities, net of tax, declined by $2.9 million as the yield curve continues to steepen. The Company repurchased 87,901 shares of common stock at a total cost of $687,000 during the first six months of 2021. The Company paid $280,000 in dividends attributable to noncontrolling interest during the first half of 2021. See Note 3 (Noncontrolling Interest) to the Company’s Notes to Consolidated Financial Statements for additional discussion of the noncontrolling interest.

Results of Operations for the Three Months Ended June 30, 2021 and 2020.

Net Income and Net Income Available to Common Shareholders

Uwharrie Capital Corp reported net income of $1.6 million for both of the three-month periods ended June 30, 2021 and 2020. Net income available to common shareholders was $1.5 million, or $0.21 per common share, for the three months ended June 30, 2021 and 2020. Net income available to common shareholders is net income less dividends on the aforementioned noncontrolling interest.

Net Interest Income

Net interest income for the three months ended June 30, 2021 was $6.0 million, compared to $5.3 million for the three months ended June 30, 2020, an increase of $660,000. During the second quarter of 2021, the average yield on our interest-earning assets decreased twenty-eight basis points to 3.23% from the same period in 2020, and the average rate we paid for our interest-bearing liabilities decreased twenty-one basis points to 0.23%. These changes resulted in a lower interest rate spread of 2.99% as of June 30, 2021, compared to 3.07% as of June 30, 2020. Our net interest margin was 3.07% and 3.20% for the comparable periods in 2021 and 2020, respectively.

The following table presents average balance sheet and a net interest income analysis for the three months ended June 30, 2021 and 2020:

Average Balance Sheet and Net Interest Income Analysis

For the Three Months Ended June 30,

(dollars in thousands)
	Average Balance				Income/Expenses				Rate/Yield
	2021		2020		2021		2020		2021			2020
Interest-earning assets:
Taxable securities	$	187,793	$	108,672	$	681	$	569		1.45	%		2.11	%
Nontaxable securities (1)		38,959		26,274		231		195		3.00	%		3.75	%
Short-term investments		106,309		109,195		27		38		0.10	%		0.14	%
Equity Securities		404		—		10		—		9.93	%		—
Taxable loans		448,845		422,246		5,281		4,961		4.72	%		4.73	%
Non-taxable loans (1)		7,713		10,010		54		70		3.53	%		3.51	%
Total interest-earning assets		790,023		676,397		6,284		5,833		3.23	%		3.51	%

Interest-bearing liabilities:
Interest-bearing deposits		514,616		459,397		175		372		0.14	%		0.33	%
Short-term borrowed funds		1,252		397		1		1		0.32	%		1.01	%
Long-term debt		10,082		11,410		132		144		5.25	%		5.08	%
Total interest bearing liabilities		525,950		471,204		308		517		0.23	%		0.44	%

Net interest spread	$	264,073	$	205,193	$	5,976	$	5,316		2.99	%		3.07	%

Net interest margin (1) (% of earning assets)										3.07	%		3.20	%

⁽¹⁾	Yields related to securities and loans exempt from income taxes are stated on a fully tax-equivalent basis, assuming a 21% effective tax rate.

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Provision (Recovery) and Allowance for Loan Losses

The recovery for loan losses was $141,000 for the three months ended June 30, 2021, compared to a provision of $767,000 for the same period in 2020. There were net loan recoveries of $63,000 for the three months ended June 30, 2021 compared to net loan recoveries of $32,000 during the same period of 2020. Refer to the Asset Quality section below for further information.

Noninterest Income

The Company generates most of its revenue from net interest income; however, diversification of our revenue sources is important as well. Total noninterest income decreased by $254,000 for the three-month period ended June 30, 2021, as compared to the same period in 2020. The primary factor contributing to the decrease was a decline in income from mortgage loan sales as production began to level out after the surge in refinancing caused by the lower interest rate environment during the COVID-19 pandemic.

Income from other service fees and commissions increased $242,000 to $800,000 primarily due to increased fees for assets under management from our investment division. Net interchange and card transaction fees increased $157,000 to $339,000 during the three-month period ended June 30, 2021.

Interchange fees, or “swipe” fees, are charges that merchants pay to us and other card-issuing banks for processing electronic payment transactions. Interchange and card transaction fees consist of income from check card usage, point-of-sale income from PIN-based debit card transactions, ATM service fees, and credit card usage. A comparison of gross interchange and card transaction fees and interchange and card transaction fees net of associated network costs for the reported periods is presented in the table below:

	Three Months Ended June 30,
	2021		2020
	(in thousands)

Income from debit card transactions	$	536	$	408
Income from credit card transactions		129		91
Gross interchange and transaction fee income		665		499
Network costs - debit card		180		172
Network costs - credit card		146		145
Total	$	339	$	182

Noninterest Expense

Noninterest expense for the three months ended June 30, 2021 increased by $1.3 million from the same period in 2020, to $8.3 million. Salaries and benefits, the largest component of noninterest expense, increased $203,000 to account for wage and benefit cost increases.

Total other noninterest expense increased $1.0 million for the three months ended June 30, 2021 compared to the same period in 2020. This change was due to market valuation adjustments that increased the expense associated with supplemental executive retirement plans by $926,000. The table below reflects the composition of other noninterest expense.

	Three Months Ended June 30,
	2021		2020
	(dollars in thousands)
Postage	$	56	$	47
Telephone and data lines		49		47
Office supplies and printing		26		29
Shareholder relations expense		39		30
Dues and subscriptions		97		107
Other		874		(167	)
Total	$	1,141	$	93

Income Tax Expense

The Company had income tax expense of $435,000 for the three months ended June 30, 2021 at an effective tax rate of 21.3% compared to income tax expense of $429,000 with an effective tax rate of 21.1% in the comparable 2020 period. Income taxes computed at the statutory rate are affected primarily by the eligible amount of interest earned on state and municipal securities, tax-free municipal loans and income earned on bank-owned life insurance. For the three months ended June 30, 2021, the effective tax rate increased slightly due to the reduction in tax-free securities as a part of the duration reduction of the investment portfolio.

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Results of Operations for the Six Months Ended June 30, 2021 and 2020.

Net Income and Net Income Available to Common Shareholders

Uwharrie Capital Corp reported net income of $6.2 million for the six months ended June 30, 2021, as compared to $1.9 million for the six months ended June 30, 2020, an increase of $4.3 million. Net income available to common shareholders was $5.9 million or $0.84 per common share, for the six months ended June 30, 2021, compared to $1.6 million or $0.23 per common share, for the six months ended June 30, 2020. Net income available to common shareholders is net income less dividends on the aforementioned noncontrolling interest.

Net Interest Income

Net interest income for the six months ended June 30, 2021 was $12.8 million, compared to $10.2 million for the six months ended June 30, 2020, an increase of $2.6 million. During the first half of 2021, the average yield on our interest-earning assets decreased ten basis points to 3.51%, and the average rate we paid for our interest-bearing liabilities decreased thirty-five basis points to 0.25%. These changes resulted in a higher interest rate spread of 3.26% as of June 30, 2021, compared to 3.01% as of June 30, 2020. Our net interest margin was 3.34% and 3.18% for the comparable periods in 2021 and 2020, respectively.

The following table presents average balance sheet and a net interest income analysis for the six months ended June 30, 2021 and 2020:

Average Balance Sheet and Net Interest Income Analysis

For the Six Months Ended June 30,

(dollars in thousands)
	Average Balance				Income/Expenses				Rate/Yield
	2021		2020		2021		2020		2021			2020
Interest-earning assets:
Taxable securities	$	190,764	$	98,527	$	1,507	$	1,062		1.59	%		2.17	%
Nontaxable securities ⁽¹⁾		39,216		21,170		484		293		3.14	%		3.50	%
Short-term investments		82,479		130,037		43		590		0.11	%		0.91	%
Equity Securities		562		—		10		—		3.59	%		—
Taxable loans		460,087		388,631		11,286		9,447		4.95	%		4.89	%
Non-taxable loans ⁽¹⁾		7,955		9,902		111		137		3.55	%		3.50	%
Total interest-earning assets		781,063		648,267		13,441		11,529		3.51	%		3.61	%

Interest-bearing liabilities:
Interest-bearing deposits		512,563		449,040		386		1,100		0.15	%		0.49	%
Short-term borrowed funds		1,435		449		2		2		0.28	%		0.90	%
Long-term debt		11,038		10,701		268		275		4.90	%		5.17	%
Total interest-bearing liabilities		525,036		460,190		656		1,377		0.25	%		0.60	%

Net interest spread	$	256,027	$	188,077	$	12,785	$	10,152		3.26	%		3.01	%

Net interest margin ⁽¹⁾(% of earning assets)										3.34	%		3.18	%

⁽¹⁾	Yields related to securities and loans exempt from income taxes are stated on a fully tax-equivalent basis, assuming a 21% effective tax rate.

Provision (Recovery) and Allowance for Loan Losses

The recovery for loan losses was $175,000 for the six months ended June 30, 2021, compared to a provision of $1.4 million for the same period in 2020. There were net loan charge-offs of $53,000 for the six months ended June 30, 2021, as compared with net loan recoveries of $46,000 during the same period of 2020. Refer to the Asset Quality section below for further information.

Noninterest Income

The Company generates most of its revenue from net interest income; however, diversification of our revenue sources is important as well. Total noninterest income increased by $3.8 million for the six-month period ended June 30, 2021, as compared to the same period in 2020. The primary factor contributing to the overall increase was an increase of $2.4 million in income from mortgage loan sales. This increase is due to stronger margins and increased production from refinance and purchase transactions during the first six months of 2021.

In addition, the gain on sale of securities increased $933,000 to $991,000 at June 30, 2021 compared to $58,000 at June 30, 2020 as the Company worked to reduce the duration of the investment portfolio in an attempt to protect capital as long-term interest rates rise.

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	Six Months Ended June 30,
	2021		2020
	(in thousands)

Income from debit card transactions	$	1,028	$	793
Income from credit card transactions		243		212
Gross interchange and transaction fee income		1,271		1,005
Network costs - debit card		431		344
Network costs - credit card		282		287
Total	$	558	$	374

Noninterest Expense

Noninterest expense for the six months ended June 30, 2021 increased by $2.7 million from the same period in 2020, to $16.4 million. Salaries and benefits, the largest component of noninterest expense, increased $1.2 million to account for wage and benefit cost increases as well as increased commissions for increased production in the mortgage division. As a result of production growth in the mortgage division, loan costs increased by $243,000 to $497,000 for the six months ended June 30, 2021. Marketing and donations increased $410,000 as the Company makes a conscious effort to support the communities we serve by giving back and supporting economic development and growth.

Total other noninterest expense increased $590,000 for the six months ended June 30, 2021 compared to the same period in 2020. This change was due to market valuation adjustments that increased the expense associated with supplemental executive retirement plans by $464,000. The table below reflects the composition of other noninterest expense.

	Six Months Ended June 30,
	2021		2020
	(in thousands)

Postage	$	102	$	92
Telephone and data lines		98		93
Office supplies and printing		52		51
Shareholder relations expense		72		64
Dues and subscriptions		206		171
Other		891		360
Total	$	1,421	$	831

Income Tax Expense

The Company had income tax expense of $1.7 million for the six months ended June 30, 2021 at an effective tax rate of 21.1% compared to income tax expense of $514,000 with an effective tax rate of 21.0% in the comparable 2020 period. Income taxes computed at the statutory rate are affected primarily by the eligible amount of interest earned on state and municipal securities, tax-free municipal loans and income earned on bank-owned life insurance. For the six months ended June 30, 2021, the effective tax rate increased slightly due to the reduction in tax-free securities as a part of the duration reduction of the investment portfolio.

Asset Quality

The Company’s allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. The allowance is increased by provisions charged to operations and recoveries of amounts previously charged off and is reduced by recovery of provisions and loans charged off. Management continuously evaluates the adequacy of the allowance for loan losses. In evaluating the adequacy of the allowance, management considers the following: the growth, composition and industry diversification of the portfolio; historical loan loss experience; current delinquency levels; adverse situations that may affect a borrower’s ability to repay; estimated value of any underlying collateral; prevailing economic conditions; and other relevant factors. The Company’s credit administration function, through a review process, periodically validates the accuracy of the initial risk grade assessment. In addition, as a given loan’s credit quality improves or deteriorates, the credit administration department has the responsibility to change the borrower’s risk grade accordingly. For loans determined to be impaired, the allowance is based on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the estimated fair value of the underlying collateral less the selling costs. This evaluation is inherently subjective, as it requires material estimates, including the amounts and timing of future

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cash flows expected to be received on impaired loans, which may be susceptible to significant change. In addition, regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require additions for estimated losses based upon judgments different from those of management.

Management uses a risk-grading program designed to evaluate the credit risk in the loan portfolio. In this program, risk grades are initially assigned by loan officers and then reviewed and monitored by credit administration. This process includes the maintenance of an internally classified loan list that is designed to help management assess the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. In establishing the appropriate classification for specific assets, management considers, among other factors, the estimated value of the underlying collateral, the borrower’s ability to repay, the borrower’s payment history, and the current delinquent status. Because of this process, certain loans are deemed to be impaired and evaluated as an impaired loan.

The portion of the Company’s allowance for loan loss model related to general reserves captures the mean loss of individual loans within the loan portfolio and adds additional loss based on economic uncertainty and specific indicators of potential issues in the market. Specifically, the Company calculates probable losses on loans by computing a probability of loss and multiplying that by a loss given default derived from historical experience. An additional calculation based on economic uncertainty is added to the probable losses, thus deriving the estimated loss scenario by FDIC call report codes. Together, these expected components, as well as a reserve for qualitative factors based on management’s discretion of economic conditions, form the basis of the allowance model. The loans that are impaired and included in the specific reserve are excluded from these calculations.

The Company assesses the probability of losses inherent in the loan portfolio using probability of default data derived from the Company’s internal historical data, representing a one-year loss horizon for each obligor. Credit scores are used within the model to determine the probability of default. The Company updates the credit scores for individuals that either have a loan, or are financially responsible for the loan, semi-annually, during the first and third quarters. During the first six months of 2021, the average effective credit score of the portfolio, excluding loans in default, decreased slightly from 772 to 764. The probability of default associated with each credit score is a major driver in the allowance for loan losses.

The allowance for loan losses represents management’s best estimate of an appropriate amount to provide for probable credit risk inherent in the loan portfolio in the normal course of business. While management believes that it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary and results of operations could be adversely affected if circumstances differ from the assumptions used in making the determinations. Furthermore, while management believes it has established the allowance for loan losses in conformity with generally accepted accounting principles, there can be no assurance that banking regulators, in reviewing the Company’s portfolio, will not require an adjustment to the allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary, should the quality of any loans deteriorate. Unexpected global events, such as the unprecedented economic disruption due to COVID-19, are the type of future events that often cause material adjustments to the allowance to be necessary. Any material increase in the allowance for loan losses may adversely affect the Company’s financial condition, results of operations and the value of its securities.

At June 30, 2021, the level of our impaired loans, which includes all loans in non-accrual status, TDRs, and other loans deemed by management to be impaired, was $7.1 million, compared to $8.2 million at December 31, 2020, a net decrease of $1.1 million. The decrease is related to one large relationship paying off in the first quarter of 2021. Total non-accrual loans, which are a component of impaired loans, decreased from $3.8 million at December 31, 2020 to $2.7 million at June 30, 2021. During the first six months of 2021, three additional loans totaling $503,000 were added to impaired loans; however, five loans totaling $1.3 million were paid off. That was offset by net pay downs of $347,000.

The allowance, expressed as a percentage of gross loans held for investment, increased one basis point from 0.94% at December 31, 2020 to 0.95% at June 30, 2021. The collectively evaluated allowance as a percentage of collectively evaluated loans was 0.93% at December 31, 2020 and 0.92% at June 30, 2021. The decrease is attributable to the economic recovery occurring as the COVID-19 outbreak is contained and businesses increase operations. The individually evaluated allowance as a percentage of individually evaluated loans increased from 1.81% to 2.72% for the same periods, mainly due to two relationships deemed impaired during the first six months of 2021, which required additional reserves to cover probable losses.

The ratio of nonperforming loans, which consists of non-accrual loans and loans past due 90 days and still accruing, to total loans decreased from 0.80% at December 31, 2020 to 0.61% at June 30, 2021, and was related to the large nonaccrual relationship that was paid off in the first quarter.

As of June 30, 2021, management believed the level of the allowance for loan losses was appropriate in light of the risk inherent in the loan portfolio.

Other real estate owned remained at $0 through June 30, 2021, as there were no loans foreclosed on during the first half of 2021.

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Troubled debt restructured loans totaled $4.4 million at both June 30, 2021 and December 31, 2020 and are included in impaired loans. At June 30, 2021, there was one troubled debt restructured loan in non-accrual status, which had a balance of $46,000.

As discussed in Note 8 of our Notes to Consolidated Financial Statements, the CARES Act allows for loan modifications related to COVID-19 impacts to be excluded from TDR status. As of June 30, 2021, the Company had one current outstanding modified loan with a recorded investment of $11,000. Of the loans currently under accommodation, one had entered payment deferral a second time. Additionally, 207 previously modified loans with outstanding balances totaling $54.5 million have come out of deferment. Of the loans removed from deferment, 42 loans totaling $10.7 million have paid off, 162 loans totaling $43.6 million were out of accommodation and current at June 30, 2021 and three loans totaling $172,000 were removed due to noncompliance.

The following table shows the comparison of nonperforming assets at June 30, 2021 and December 31, 2020:

Nonperforming Assets

(dollars in thousands)

	June 30, 2021			December 31, 2020
Nonperforming assets:
Accruing loans past due 90 days or more	$	—		$	—
Non-accrual loans		2,681			3,758
Other real estate owned		—			—
Total nonperforming assets	$	2,681		$	3,758

Allowance for loans losses	$	4,174		$	4,402
Nonperforming loans to total loans		0.61	%		0.80	%
Allowance for loan losses to total loans		0.95	%		0.94	%
Nonperforming assets to total assets		0.32	%		0.45	%
Allowance for loan losses to nonperforming loans		155.69	%		117.14	%

Liquidity and Capital Resources

The objective of the Company’s liquidity management policy is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on any opportunities for expansion. Liquidity management addresses the ability to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature and to fund new loans and investments as opportunities arise.

The Company’s primary sources of internally generated funds are principal and interest payments on loans, cash flows generated from operations and cash flow generated by investments. Growth in deposits is typically the primary source of funds for loan growth. The Company and its subsidiary bank have multiple funding sources, in addition to deposits, that can be used to increase liquidity and provide additional financial flexibility. These sources are the subsidiary bank’s established federal funds lines with correspondent banks aggregating $33.0 million at June 30, 2021, with available credit of $33.0 million; established borrowing relationships with the Federal Home Loan Bank, with available credit of $91.3 million; access to borrowings from the Federal Reserve Bank discount window, with available credit of $30.5 million and the issuance of commercial paper. The Company also secured a $3.0 million line of credit with TIB The Independent BankersBank, N.A. The line is secured with 100% of the outstanding common shares of the Company’s subsidiary bank. As of June 30, 2021, we had $3.0 million that had not been extended and remained available for use on the line of credit. The Company has also previously secured long-term debt from other sources. Total outstanding debt from these sources included $10.0 million of junior subordinated debt at both June 30, 2021 and December 31, 2020.

Banks and bank holding companies, as regulated institutions, must meet required levels of capital. The Federal Reserve, the primary federal regulator of the Company and its subsidiary bank, has adopted minimum capital regulations or guidelines that categorize components and the level of risk associated with various types of assets.

The Company continues to maintain capital ratios that support its asset growth. The federal bank regulatory agencies have implemented regulatory capital rules known as “Basel III.” The Basel III rules require a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.50%, a minimum ratio of Tier 1 capital to risk-weighted assets of 6.00%, a minimum ratio of total capital to risk-weighted assets of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%. There is also a capital conservation buffer that requires banks to hold common equity Tier 1 capital in excess of minimum risk-based capital ratios by at least 2.5% to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees.

As of June 30, 2021, the Company’s subsidiary bank continued to exceed minimum capital standards and remained well-capitalized under the applicable rules.

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The Company’s subsidiary bank has a net total of $10.6 million in outstanding Fixed Rate Noncumulative Perpetual Preferred Stock. The preferred stock qualifies as Tier 1 capital at the Bank and pays dividends at an annual rate of 5.30%. The net total of $10.6 million is presented as noncontrolling interest at the Company level and qualifies as Tier 1 capital at the Company. At June 30, 2021, the Company had $10.0 million in subordinated debt outstanding, which qualifies as Tier 2 capital at the Company level. The Company has made all interest and dividend payments in a timely manner.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements include transactions, agreements or other contractual arrangements to which an unconsolidated entity of the Company is a party and pursuant to which the Company has obligations, including an obligation to provide guarantees on behalf of an unconsolidated entity, or retains an interest in assets transferred to an unconsolidated entity. We currently have no off-balance sheet arrangements of this kind.

Derivative financial instruments include futures contracts, forward contracts, interest rate swaps, options contracts, and other financial instruments with similar characteristics. We have not engaged in significant derivative activities through June 30, 2021, with the exception of mortgage banking derivatives. See Note 14 (Mortgage Banking Derivatives) to the Company’s Notes to Consolidated Financial Statements for additional discussion of mortgage banking derivatives.

Contractual Obligations

The timing and amount of our contractual obligations has not changed materially since our 2020 Annual Report to Shareholders, which is filed as Exhibit 13 to our 2020 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 5, 2021.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Disclosure under this item is not required for smaller reporting companies.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act (“Exchange Act”) Rule 13a-15.

Based upon that evaluation, the principal executive officer and principal financial officer concluded that in their opinion, the Company’s disclosure controls and procedures were effective (1) to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Management of the Company has evaluated, with the participation of the Company’s principal executive officer and principal financial officer, changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the second quarter of 2021. In connection with such evaluation, the Company has determined that there were no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company reviews its disclosure controls and procedures, which may include its internal control over financial reporting, on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and ensuring that the Company’s systems evolve with its business.

Part II. OTHER INFORMATION

Item 1.

Legal Proceedings.

Neither the Company nor its subsidiaries, nor any of their properties are subject to any material legal proceedings. From time to time, the Company’s subsidiary bank is engaged in ordinary routine litigation incidental to its business.

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Item 1A.

Risk Factors.

Disclosure under this item is not required for smaller reporting companies.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information with respect to shares of common stock repurchased by the Company during the three months ended June 30, 2021.

	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program⁽¹⁾		(d) Maximum Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans
April 1, 2021 Through April 30, 2021		4,184	$	7.00		4,184	$	971
May 1, 2021 Through May 31, 2021		45,749	$	7.64		9,000	$	903
June 1, 2021 Through June 30, 2021		25,767	$	8.74		—	$	—
Total		75,700	$	7.98		13,184	$	—

⁽¹⁾ Trades of the Company’s common stock are quoted on the OTCQX Market from time to time. The Company also has in place a Stock Repurchase Plan that provides liquidity to its shareholders in the event a willing buyer is not available to purchase shares that are offered for sale. The Company is under no obligation to purchase shares offered; however, it will accommodate such offers as its Stock Repurchase Plan allows.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

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Item 6.

Exhibits.

Set forth below is the exhibit index for this quarterly report:

Exhibit Number		Description of Exhibit


31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101		Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, in inline XBRL (eXtensible Business Reporting Language) (filed herewith)
104		Cover page interactive data file (formatted in inline XBRL and contained in Exhibit 101)

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Signatures

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

		UWHARRIE CAPITAL CORP
		(Registrant)

Date:	August 3, 2021	By:	/s/ Roger L. Dick
		Roger L. Dick
		President and Chief Executive Officer

Date:	August 3, 2021	By:	/s/ R. David Beaver, III
		R. David Beaver, III
		Principal Financial Officer

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