SOUTHERN FIRST BANCSHARES INC 10-K

Item 8. Financial Statements and Supplementary Data MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Southern First Bancshares, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and disposition of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with the authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Based on this evaluation under the COSO criteria, management concluded that the internal control over financial reporting was effective as of December 31, 2023. The effectiveness of the internal control structure over financial reporting as of December 31, 2023 has been audited by Elliott Davis, LLC, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. /s/ R. Arthur Seaver, Jr. /s/ D. Andrew Borrmann Chief Executive Officer Chief Financial Officer Southern First Bancshares, Inc. Southern First Bancshares, Inc. 66 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Southern First Bancshares, Inc. and Subsidiary Opinion on the Internal Control Over Financial Reporting We have audited Southern First Bancshares, Inc. and Subsidiary's (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022 and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023 of the Company and our report dated March 5, 2024 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Elliott Davis, LLC Greenville, South Carolina March 5, 2024 67 Table of Contents Report of Independent Registered Public Accounting Firm (PCAOB ID 149 ) To the Shareholders and Board of Directors of Southern First Bancshares, Inc. and Subsidiary Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Southern First Bancshares, Inc. and Subsidiary (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 5, 2024, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for Credit Losses As described in Note 4 to the Company’s financial statements, the Company has a gross loan portfolio of $3.6 billion and related allowance for credit losses of $40.7 million as of December 31, 2023. As described by the Company in Note 1, the Company calculates lifetime probability of default and loss given default rates based on historical loss experience, which is used to calculate expected losses based on the pool’s loss rate and the age of loans in the pool. Management also considers further adjustments to historical loss information for current conditions and reasonable and supportable forecasts that differ from the conditions that exist for the period over which historical information is evaluated as well as other changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements 68 Table of Contents period over period. The data for each measurement may be obtained from internal or external sources. These adjustments are based upon quarterly trend assessments in certain economic factors as well as associate retention and turnover, portfolio concentrations, and growth characteristics. We identified the Company’s estimate of the allowance for credit losses as a critical audit matter. The principal considerations for our determination of the allowance for credit losses as a critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these complex judgments and assumptions by the Company involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed. The primary procedures we performed to address this critical audit matter included the following: · We tested the design and operating effectiveness of controls relating to the Company’s determination of the allowance for credit losses, including controls over qualitative factors. · We tested the design and operating effectiveness of controls relating to management’s review of reliability and accuracy of data used to calculate and estimate the various components of the allowance for credit losses, including accuracy of the calculation and validation procedures over the models.   · We evaluated the relevance and the reasonableness of assumptions related to evaluation of the loan portfolio, current and forecasted economic conditions, and other risk factors used in development of the qualitative factors. · We evaluated the reasonableness of assumptions and data used by the Company in developing the qualitative factors by comparing these data points to internally developed and third-party sources, and other audit evidence gathered.  · We assessed the overall trends in credit quality, including adjustments for the qualitative factors by comparing the overall allowance for credit losses to those recorded by the Company’s peer institutions. · We evaluated subsequent events and transactions and considered whether they corroborated or contradicted the Company’s conclusion.  /s/ Elliott Davis, LLC We have served as the Company's auditor since 1999. Greenville, South Carolina March 5, 2024 69 Table of Contents SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS December 31, (dollars in thousands, except share data) 2023 2022 ASSETS Cash and cash equivalents: Cash and due from banks $ 28,020 18,788 Federal funds sold 119,349 101,277 Interest-bearing deposits with banks 8,801 50,809 Total cash and cash equivalents 156,170 170,874 Investment securities: Investment securities available for sale 134,702 93,347 Other investments 19,939 10,833 Total investment securities 154,641 104,180 Mortgage loans held for sale 7,194 3,917 Loans 3,602,627 3,273,363 Less allowance for credit losses ( 40,682 ) ( 38,639 ) Loans, net 3,561,945 3,234,724 Bank owned life insurance 52,501 51,122 Property and equipment, net 94,301 99,183 Deferred income taxes, net 12,200 12,522 Other assets 16,837 15,459 Total assets $ 4,055,789 3,691,981 LIABILITIES Deposits $ 3,379,564 3,133,864 Federal Home Loan Bank advances and other borrowings 275,000 175,000 Subordinated debentures 36,322 36,214 Other liabilities 52,436 52,391 Total liabilities 3,743,322 3,397,469 SHAREHOLDERS’ EQUITY Preferred stock, par value $ .01 per share, 10,000,000 shares authorized - - Common stock, par value $ .01 per share, 10,000,000 shares authorized, 8,088,186 and 8,011,045 shares issued and outstanding at December 31, 2023 and 2022, respectively 81 80 Nonvested restricted stock ( 3,596 ) ( 3,306 ) Additional paid-in capital 121,777 119,027 Accumulated other comprehensive loss ( 11,342 ) ( 13,410 ) Retained earnings 205,547 192,121 Total shareholders’ equity 312,467 294,512 Total liabilities and shareholders’ equity $ 4,055,789 3,691,981 See notes to consolidated financial statements that are an integral part of these consolidated statements. 70 Table of Contents SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, (dollars in thousands, except per share data) 2023 2022 2021 Interest income Loans $ 166,137 114,233 91,599 Investment securities 4,463 1,990 1,335 Federal funds sold and interest-bearing deposits with banks 6,998 1,439 233 Total interest income 177,598 117,662 93,167 Interest expense Deposits 91,373 18,102 3,909 Borrowings 8,571 1,939 1,526 Total interest expense 99,944 20,041 5,435 Net interest income 77,654 97,621 87,732 Provision for (reversal of) credit losses 1,260 6,155 ( 12,400 ) Net interest income after provision for credit losses 76,394 91,466 100,132 Noninterest income Mortgage banking income 4,036 4,198 11,376 Service fees on deposit accounts 1,382 1,265 1,174 ATM and debit card income 2,245 2,163 2,037 Income from bank owned life insurance 1,379 1,289 1,231 Net lender fees on PPP loan sale - - 268 Gain (loss) on disposal of fixed assets - ( 394 ) 10 Gain (loss) on sale of securities - 12 ( 3 ) Other income 818 1,047 1,008 Total noninterest income 9,860 9,580 17,101 Noninterest expenses Compensation and benefits 40,275 38,790 36,103 Occupancy 10,255 9,105 6,956 Other real estate owned expenses, net - - 385 Outside service and data processing costs 7,078 6,112 5,468 Insurance 3,766 1,686 1,149 Professional fees 2,496 2,635 2,589 Marketing 1,357 1,216 905 Other 3,600 3,389 2,875 Total noninterest expenses 68,827 62,933 56,430 Income before income tax expense 17,427 38,113 60,803 Income tax expense 4,001 8,998 14,092 Net income available to common shareholders $ 13,426 29,115 46,711 Earnings per common share Basic $ 1.67 3.66 5.96 Diluted $ 1.66 3.61 5.85 Weighted average common shares outstanding Basic 8,046,633 7,958,294 7,843,692 Diluted 8,078,454 8,071,690 7,988,980 See notes to consolidated financial statements that are an integral part of these consolidated statements. 71 Table of Contents SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, (dollars in thousands) 2023 2022 2021 Net income $ 13,426 29,115 46,711 Other comprehensive income (loss): Unrealized gain (loss) on securities available for sale: Unrealized holding gain (loss) arising during the period, pretax 2,620 ( 16,027 ) ( 2,232 ) Tax (expense) benefit ( 552 ) 3,367 467 Reclassification of realized (gain) loss - ( 12 ) 3 Tax expense (benefit) - 2 ( 1 ) Other comprehensive income (loss) 2,068 ( 12,670 ) ( 1,763 ) Comprehensive income $ 15,494 16,445 44,948 See notes to consolidated financial statements that are an integral part of these consolidated statements. 72 Table of Contents SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 Accumulated other comprehensive income (loss) Common stock Preferred stock Nonvested restricted Additional paid-in Accumulated other comprehensive income Retained (dollars in thousands, except share data) Shares Amount Shares Amount stock capital (loss) Earnings Total December 31, 2020 7,772,748 $ 78 - $ - $ ( 698 ) $ 108,831 $ 1,023 $ 119,060 $ 228,294 Net income Common stock - - - - - - - 46,711 46,711 Proceeds from exercise of stock options Preferred stock 127,871 1 - - - 3,011 - - 3,012 Issuance of restricted stock, net of forfeitures 25,200 - - - ( 1,236 ) 1,236 - - - Compensation expense related to restricted stock, net of tax - - - - 499 - - - 499 Compensation expense related to stock options, net of tax - - - - - 1,148 - - 1,148 Other comprehensive loss - - - - - - ( 1,763 ) - ( 1,763 ) December 31, 2021 7,925,819 $ 79 - $ - $ ( 1,435 ) $ 114,226 $ ( 740 ) $ 165,771 $ 277,901 Adoption of ASU 2016-13 - - - - - - - ( 2,765 ) ( 2,765 ) Net income Additional paid-in capital - - - - - - - 29,115 29,115 Proceeds from exercise of stock options 32,375 1 - - - 904 - - 905 Issuance of restricted stock, net of forfeitures 52,851 - - - ( 2,970 ) 2,970 - - - Compensation expense related to restricted stock, net of tax - - - - 1,099 - - - 1,099 Compensation expense related to stock options, net of tax Retained Earnings - - - - - 927 - - 927 Other comprehensive loss - - - - - - ( 12,670 ) - ( 12,670 ) December 31, 2022 8,011,045 $ 80 - $ - $ ( 3,306 ) $ 119,027 $ ( 13,410 ) $ 192,121 $ 294,512 Net income - - - - - - - 13,426 13,426 Proceeds from exercise of stock options 26,250 - - - - 518 - - 518 Issuance of restricted stock, net of forfeitures 50,891 1 - - ( 1,705 ) 1,704 - - - Compensation expense related to restricted stock, net of tax - - - - 1,415 - - - 1,415 Compensation expense related to stock options, net of tax - - - - - 528 - - 528 Other comprehensive income - - - - - - 2,068 - 2,068 December 31, 2023 8,088,186 $ 81 - $ - $ ( 3,596 ) $ 121,777 $ ( 11,342 ) $ 205,547 $ 312,467 See notes to consolidated financial statements that are an integral part of these consolidated statements. 73 Table of Contents SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, (dollars in thousands) 2023 2022 2021 Operating activities Net income $ 13,426 29,115 46,711 Adjustments to reconcile net income to cash provided by operating activities: Provision for (reversal of) credit losses 1,260 6,155 ( 12,400 ) Depreciation and other amortization 4,816 3,698 2,319 Accretion and amortization of securities discounts and premiums, net 61 694 935 Loss on sale of other real estate owned - - 376 (Gain) loss on sale of investment securities available for sale - ( 12 ) 3 (Gain) loss on sale of fixed assets - 394 ( 10 ) Net change in operating leases 233 872 605 Compensation expense related to stock options and restricted stock grants 1,943 2,026 1,647 Gain on sale of loans held for sale ( 3,790 ) ( 2,914 ) ( 13,676 ) Loans originated and held for sale ( 147,040 ) ( 165,698 ) ( 486,145 ) Proceeds from sale of loans held for sale 147,553 178,251 546,522 Increase in cash surrender value of bank owned life insurance ( 1,379 ) ( 1,289 ) ( 1,231 ) (Increase) decrease in deferred tax asset ( 230 ) ( 22 ) 1,589 (Increase) decrease in other assets, net ( 1,378 ) ( 5,047 ) 2,126 Increase (decrease) in other liabilities, net 2,178 4,082 ( 11,302 ) Net cash provided by operating activities 17,653 50,305 78,069 Investing activities Increase (decrease) in cash realized from: Increase in loans, net ( 329,431 ) ( 782,130 ) ( 348,718 ) Purchase of property and equipment ( 1,242 ) ( 13,950 ) ( 26,509 ) Purchase of investment securities: Available for sale ( 63,224 ) ( 13,048 ) ( 49,393 ) Other investments ( 51,642 ) ( 27,751 ) ( 2,250 ) Proceeds from maturities, calls and repayments of investment securities: Available for sale 7,928 10,833 20,673 Other investments 42,536 20,939 1,861 Proceeds from maturities of investment securities available for sale 16,500 12,429 - Purchase of bank owned life insurance policies - - ( 7,500 ) Proceeds from sale of fixed assets - 95 50 Proceeds from sale of other real estate owned - - 1,159 Net cash used for investing activities ( 378,575 ) ( 792,583 ) ( 410,627 ) Financing activities Increase (decrease) in cash realized from: Increase in deposits, net 245,700 570,038 421,068 Increase (decrease) in Federal Home Loan Bank advances and other borrowings 100,000 175,000 ( 25,000 ) Proceeds from the exercise of stock options 518 905 3,012 Net cash provided by financing activities 346,218 745,943 399,080 Net increase (decrease) in cash and cash equivalents ( 14,704 ) 3,665 66,522 Cash and cash equivalents, beginning of year 170,874 167,209 100,687 Cash and cash equivalents, end of year $ 156,170 $ 170,874 167,209 Supplemental information Cash paid for Interest $ 93,351 18,877 6,402 Income taxes 1,514 11,828 21,652 Schedule of non-cash transactions Foreclosure of other real estate - - 367 Unrealized gain (loss) on securities, net of income taxes 2,068 ( 12,660 ) ( 1,765 ) Right-of-use assets obtained in exchange for lease obligations: Operating leases 145 595 10,221 See notes to consolidated financial statements that are an integral part of these consolidated statements. 74 Table of Contents NOTE 1 – Summary of Significant Accounting Policies and Activities Southern First Bancshares, Inc. (the "Company") is a South Carolina corporation that owns all of the capital stock of Southern First Bank (the "Bank") and all of the stock of Greenville First Statutory Trust I and II (collectively, the "Trusts"). The Trusts are special purpose non-consolidated entities organized for the sole purpose of issuing trust preferred securities. The Bank's primary federal regulator is the Federal Deposit Insurance Corporation (the "FDIC"). The Bank is also regulated and examined by the South Carolina Board of Financial Institutions. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the FDIC, and providing commercial, consumer and mortgage loans to the general public. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Southern First Bank. In consolidation, all significant intercompany transactions have been eliminated. The accounting and reporting policies conform to accounting principles generally accepted in the United States of America. In accordance with guidance issued by the Financial Accounting Standards Board (“FASB”), the operations of the Trusts have not been consolidated in these financial statements. Business Segments The Company, through the Bank, provides a broad range of financial services to individuals and companies in South Carolina, North Carolina, and Georgia. These services include demand, time and savings deposits; lending services; ATM processing and mortgage banking services. While the Company’s management periodically reviews limited production information for these revenue streams, that information is not complete as it does not include a full allocation of revenue, costs and capital from key corporate functions. Management will continue to evaluate these lines of business for separate reporting as facts and circumstances change. Accordingly, the Company’s various banking operations are not considered by management to constitute more than one reportable operating segment. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, derivatives, real estate acquired in settlement of loans, fair value of financial instruments, evaluating investment securities for credit impairment and valuation of deferred tax assets. Risks and Uncertainties In the normal course of its business, the Company encounters two significant types of risks: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different bases, than its interest-earning assets. Credit risk is the risk of default within the Company’s loan portfolio that results from borrowers’ inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Company. There were three significant bank failures in the first five months of 2023, primarily due to the failed banks’ lack of liquidity as depositors sought to withdraw their deposits. Due to rising interest rates, the failed banks were unable to sell investment securities held to meet liquidity needs without realizing substantial losses. As a result of the recent bank failures and in an effort to strengthen public confidence in the banking system and protect depositors, regulators announced that any losses to the Deposit Insurance Fund to support uninsured depositors will be recovered by a special assessment on banks, as required by law, which has and could continue to increase the cost of our FDIC insurance assessments. The continued impact of these bank failures on the economy, financial institutions and their depositors, as well as any governmental regulatory responses or actions resulting from the same, is difficult to predict at this time. The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject it to changes with respect to valuation of assets, amount of required credit loss allowance and operating restrictions resulting from the regulators’ judgments based on information available to them at the time of their examinations. 75 Table of Contents The Bank makes loans to individuals and businesses in the Upstate, Midlands, and Lowcountry regions of South Carolina as well as the Triangle, Triad and Charlotte regions of North Carolina and Atlanta, Georgia for various personal and commercial purposes. The Bank’s loan portfolio has a concentration of real estate loans. As of December 31, 2023 and 2022, real estate loans represented 84.8 % of total loans. However, borrowers’ ability to repay their loans is not dependent upon any specific economic sector. As of December 31, 2023, the Company’s and the Bank’s capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession, our reported and regulatory capital ratios could be adversely impacted by future credit losses. The Company maintains access to multiple sources of liquidity, including a $ 15 .0 million holding company line of credit with another bank which could be used to support capital ratios at the subsidiary bank. As of December 31, 2023, the $ 15 .0 million line was unused. Subsequent Events Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management performed an evaluation to determine whether there have been any subsequent events since the balance sheet date and determined that no subsequent events occurred requiring accrual or disclosure. Reclassifications Certain amounts, previously reported, have been reclassified to state all periods on a comparable basis and had no effect on shareholders’ equity or net income. Cash and Cash Equivalents Cash and cash equivalents include cash and due from banks, interest bearing deposits and federal funds sold. Cash and cash equivalents have original maturities of three months or less, and federal funds sold are generally purchased and sold for one-day periods. Accordingly, the carrying value of these instruments is deemed to be a reasonable estimate of fair value. At December 31, 2023 and 2022, included in cash and cash equivalents was $ 5.1 million and $ 5.8 million, respectively, on deposit with the Federal Reserve Bank. Investment Securities We classify our investment securities as held to maturity securities, trading securities and available for sale securities as applicable. Investment securities are designated as held to maturity if we have the intent and the ability to hold the securities to maturity. Held to maturity securities are carried at amortized cost, adjusted for the amortization of any related premiums or the accretion of any related discounts into interest income using a methodology which approximates a level yield of interest over the estimated remaining period until maturity. Investment securities that are purchased and held principally for the purpose of selling in the near term are reported as trading securities. Trading securities are carried at fair value with unrealized holding gains and losses included in earnings. We classify investment securities as available for sale when at the time of purchase we determine that such securities may be sold at a future date or if we do not have the intent or ability to hold such securities to maturity. Securities designated as available for sale are recorded at fair value. Changes in the fair value of available for sale debt securities are included in shareholders’ equity as unrealized gains or losses, net of the related tax effect. Realized gains or losses on available for sale securities are computed on the specific identification basis. Other Investments Other investments include stock acquired for membership and regulatory purposes, such as Federal Home Loan Bank of Atlanta (“FHLB”) stock, investments in unconsolidated subsidiaries and other nonmarketable securities. FHLB stock is 76 Table of Contents generally pledged against any borrowings from the FHLB and cash dividends on our FHLB stock are recorded in investment income. Other nonmarketable securities consist of investments in funds related to the Small Business Investment Company (“SBIC”) and Rural Business Investment Company (“RBIC”) programs, as well as an investment in a South Carolina not-for-profit corporation. No ready market exists for these stocks and they have no quoted market value. As a result, these securities are carried at cost and are periodically evaluated for impairment. Loans Loans are stated at the principal balance outstanding. Unamortized net loan fees and the allowance for possible credit losses are deducted from total loans on the balance sheets. Interest income is recognized over the term of the loan based on the principal amount outstanding. The net of loan origination fees received and direct costs incurred in the origination of loans is deferred and amortized to interest income over the contractual life of the loans adjusted for actual principal prepayments using a method approximating the interest method. Nonaccrual and Past Due Loans Loans are generally placed on nonaccrual status when principal or interest becomes 90 days past due, or when payment in full is not anticipated. When a loan is placed on nonaccrual status, interest accrued but not received is generally reversed against interest income. Cash receipts on nonaccrual loans are not recorded as interest income, but are used to reduce the loan’s principal balance. A nonaccrual loan is generally returned to accrual status and accrual of interest is resumed when payments have been made according to the terms and conditions of the loan for a continuous six month period. Our loans are considered past due when contractually required principal or interest payments have not been made on the due dates. Nonperforming Assets Nonperforming assets include real estate acquired through foreclosure or deed taken in lieu of foreclosure, loans on nonaccrual status and loans past due 90 days or more and still accruing interest. Loans are placed on nonaccrual status when, in the opinion of management, the collection of additional interest is uncertain. Thereafter no interest is taken into income until such time as the borrower demonstrates the ability to pay both principal and interest. Individually Evaluated Loans Our individually evaluated loans include loans on nonaccrual status and certain loans modified to borrowers experiencing financial difficulty, whether on accrual or nonaccrual status. For loans that are classified as individually evaluated, an allowance is established when the fair value (discounted cash flows, collateral value, or observable market price) of the individually evaluated loan less costs to sell, are lower than the carrying value of that loan. A loan is considered individually evaluated when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due, among other factors. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as individually evaluated. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including, without limitation, the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The allowance for credit loss is measured on a loan by loan basis for commercial and consumer loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Loan Charge-off Policy For commercial loans, we generally fully charge off or charge collateralized loans down to net realizable value when management determines the loan to be uncollectible; repayment is deemed to be projected beyond reasonable time frames; the loan has been classified as a loss by either our internal loan review process or our banking regulatory agencies; the client has filed bankruptcy and the loss becomes evident owing to a lack of assets; or the loan is 120 days past due unless both well-secured and in the process of collection. For consumer loans, we generally charge down to net realizable value when the loan is 180 days past due. 77 Table of Contents Loan Modifications to Borrowers Experiencing Financial Difficulty Loans that are modified are reviewed by the Company to identify if the modification was due to a borrower experiencing financial difficulty. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status. The modification of the terms of such loans includes one or a combination of the following: a reduction of the stated interest rate of the loan, an extension of the maturity date, a permanent reduction of the recorded investment of the loan, or an other-than-insignificant payment delay. The adoption of Accounting Standards Update (“ASU”) 2022-02 on January 1, 2023 eliminated the recognition and measurement of troubled debt restructurings (“TDRs”) and enhanced disclosures for modifications to loans related to borrowers experiencing financial difficulties. Other Real Estate Owned (“OREO”) Real estate acquired through foreclosure is initially recorded at the lower of cost or estimated fair value less selling costs. Subsequent to the date of acquisition, it is carried at the lower of cost or fair value, adjusted for net selling costs. Fair values of real estate owned are reviewed regularly and write-downs are recorded when it is determined that the carrying value of real estate exceeds the fair value less estimated costs to sell. Costs relating to the development and improvement of such property are capitalized, whereas those costs relating to holding the property are expensed. Property and Equipment Property and equipment are stated at cost. Major repairs are charged to operations, while major improvements are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement, sale, or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts, and gain or loss is included in income from operations. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Operating Leases The Company maintains operating leases on land and buildings for various office spaces. The operating right-of-use asset is included in property and equipment and the operating right-of-use liability is included in other liabilities on the balance sheet. The right-of-use asset and lease liability are recognized at lease commencement by calculating the net present value of the lease payments over the lease term. Bank Owned Life Insurance Policies Bank owned life insurance policies represent the cash value of policies on certain officers of the Company. Comprehensive Income Comprehensive income (loss) consists of net income and net unrealized gains (losses) on securities and is presented in the statements of shareholders’ equity and comprehensive income. The statement requires only additional disclosures in the consolidated financial statements; it does not affect our results of operations. Revenue from Contracts with Customers The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods. The Company’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of Topic 606. The Company has evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance 78 Table of Contents obligations are satisfied as services are rendered and the transaction prices are fixed, the Company has made no significant judgments in applying the revenue guidance prescribed in Topic 606 that affect the determination of the amount and timing of revenue from contracts with customers. Income Taxes The financial statements have been prepared on the accrual basis. When income and expenses are recognized in different periods for financial reporting purposes versus for the purposes of computing income taxes currently payable, deferred taxes are provided on such temporary differences. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The Company believes that its income tax filing positions taken or expected to be taken on its tax returns will more likely than not be sustained upon audit by the taxing authorities and does not anticipate any adjustments that will result in a material adverse impact on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s federal and state income tax returns are open and subject to examination from the 2020 tax return year and forward. Stock-Based Compensation The Company has a stock-based employee compensation plan. Compensation cost is recognized for all stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of grant. Adoption of New Accounting Standard In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). The ASU introduced a new credit loss methodology, the Current Expected Credit Loss (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. Since its original issuance in 2016, the FASB has issued several updates to the original ASU. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities, and other receivables at the time the financial asset is originated or acquired. It also applies to off-balance sheet credit exposures, such as unfunded commitments to extend credit. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The methodology replaces the multiple existing impairment methods in current GAAP, which generally require that a loss be incurred before it is recognized. For available-for-sale securities where fair value is less than cost, credit-related impairment, if any, is recognized through an allowance for credit losses and adjusted each period for changes in credit risk. On January 1, 2022, the Company adopted the guidance prospectively with a cumulative adjustment to retained earnings. Results for reporting periods beginning after January 1, 2022 are presented under CECL while prior period amounts continue to be reported in accordance with the previously applicable incurred loss accounting methodology. The transition adjustment for the adoption of CECL included an increase in the allowance for credit losses on loans of $ 1.5 million and an increase in the reserve for unfunded loan commitments of $ 2 .0 million, which is recorded within other liabilities. The adoption of CECL had an insignificant impact on the Company's investment securities portfolio. The Company recorded a net decrease to retained earnings of $ 2.8 million as of January 1, 2022 for the cumulative effect of adopting CECL, which reflects the transition adjustments noted above, net of the applicable deferred tax assets recorded. Federal banking regulatory agencies provided optional relief to delay the adverse regulatory capital impact of CECL at adoption. The Company did not elect to use this optional relief. In January 2023, the Company adopted ASU 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, for public business entities, the guidance requires disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20. The Company adopted the guidance using the modified retrospective method. Upon adoption of this guidance, the Company no longer establishes a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective cohort and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the allowance. The difference 79 Table of Contents between the allowance previously determined and the current allowance was not material to the Company’s financial statements. In January 2023, the Company adopted ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method”, which intended to better align hedge accounting with an organization’s risk management strategies. The ASU became applicable to the Company in the second quarter of 2023 when we entered into a fair value hedge using the portfolio layer method. Significant Accounting Policy Changes Upon adoption of Topic 326, the Company revised the accounting policy for the Allowance for Credit Losses as detailed below. Allowance for Credit Losses – Investment Securities For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income with the establishment of an allowance under CECL compared to a direct write down of the security under Incurred Loss. For debt securities available for sale that do not meet the aforementioned criteria, the Company evaluates whether any decline in fair value is due to credit loss factors. In making this assessment, management considers any changes to the rating of the security by a rating agency and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses under CECL are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. At December 31, 2023 and 2022, there was no allowance for credit losses related to the available-for-sale portfolio. In addition, the Company had no held to maturity securities at December 31, 2023 and 2022. Accrued interest receivable on available for sale debt securities totaled $ 530,000 and $ 382,000 at December 31, 2023 and December 31, 2022, respectively, and was excluded from the estimate of credit losses. Allowance for Credit Losses - Loans Under the current expected credit loss model, the allowance for credit losses on loans is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Management assesses the adequacy of the allowance on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay a loan, the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. Management believes the level of the allowance for credit losses is adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is increased through provision for credit losses and decreased by charge-offs, net of recoveries of amounts previously charged-off. The allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. The Company has identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses: Commercial loans ● Owner occupied real estate - Owner occupied commercial mortgages consist of loans to purchase or re-finance owner occupied nonresidential properties. This includes office buildings, other commercial facilities, and 80 Table of Contents farmland. Commercial mortgages secured by owner occupied properties are primarily dependent on the ability of borrowers to achieve business results consistent with those projected at loan origination. While these loans and leases are collateralized by real property in an effort to mitigate risk, it is possible the liquidation of collateral will not fully satisfy the obligation. ● Non-owner occupied real estate - Non-owner occupied commercial mortgages consist of loans to purchase or refinance investment nonresidential properties. This includes office buildings and other facilities rented or leased to unrelated parties, as well as farmland and multifamily properties. The primary risk associated with income producing commercial mortgage loans is the ability of the income-producing property that collateralizes the loan to produce adequate cash flow to service the debt. While these loans are collateralized by real property in an effort to mitigate risk, it is possible the liquidation of collateral will not fully satisfy the obligation. ● Construction - Construction loans consist of loans to finance land for development of commercial or residential real property and construction of multifamily apartments or other commercial properties. These loans are highly dependent on the supply and demand for commercial real estate as well as the demand for newly constructed residential homes and lots acquired for development. Deterioration in demand could result in decreased collateral values, which could make repayments of outstanding loans difficult for customers. ● Commercial business - Commercial business loans consist of loans or lines of credit to finance accounts receivable, inventory or other general business needs, business credit cards, and lease financing agreements for equipment, vehicles, or other assets. The primary risk associated with commercial and industrial and lease financing loans is the ability of borrowers to achieve business results consistent with those projected at origination. Failure to achieve these projections presents risk the borrower will be unable to service the debt consistent with the contractual terms of the loan. Consumer loans ● Real estate - Residential mortgages consist of loans to purchase or refinance the borrower’s primary dwelling, second residence or vacation home and are often secured by 1-4 family residential property. Significant and rapid declines in real estate values can result in borrowers having debt levels in excess of the current market value of the collateral. ● Home equity – Home equity loans consist of home equity lines of credit and other lines of credit secured by first or second liens on the borrower’s primary residence. These loans are secured by both senior and junior liens on the residential real estate and are particularly susceptible to declining collateral values. This risk is elevated for loans secured by junior lines as a substantial decline in value could render the junior lien position effectively unsecured. ● Construction - Construction loans consist of loans to construct a borrower’s primary or secondary residence or vacant land upon which the owner intends to construct a dwelling at a future date. These loans are typically secured by undeveloped or partially developed land in anticipation of completing construction of a 1-4 family residential property. There is risk these construction and development projects can experience delays and cost overruns exceeding the borrower’s financial ability to complete the project. Such cost overruns can result in foreclosure of partially completed and unmarketable collateral. ● Other - Consumer loans consist of loans to finance unsecured home improvements, student loans, automobiles and revolving lines of credit that can be secured or unsecured. The value of the underlying collateral within this class is at risk of potential rapid depreciation which could result in unpaid balances in excess of the collateral. For all loan pools, the Company uses a lifetime probability of default and loss given default modeling approach to estimate the allowance for credit losses on loans. This method uses historical correlations between default experience and the age of loans to forecast defaults and losses, assuming that a loan in a pool shares similar risk characteristics such as loan product type, risk rating and loan age, and demonstrates similar default characteristics as other loans in that pool, as the loan progresses through its lifecycle. The Company calculates lifetime probability of default and loss given default rates based on historical loss experience, which is used to calculate expected losses based on the pool’s loss rate and the age of loans in the pool. Management believes that the Company’s historical loss experience provides the best basis for its assessment of expected credit losses to determine the allowance for credit losses. The Company uses its own internal data to measure historical credit loss experience within the pools with similar risk characteristics over an economic cycle. The probability of default and loss given default method also includes assumptions of observed migration over the lifetime of the underlying loan data. 81 Table of Contents Management also considers further adjustments to historical loss information for current conditions and reasonable and supportable forecasts that differ from the conditions that exist for the period over which historical information is evaluated as well as other changes in qualitative factors not inherently considered in the quantitative analyses. The Company generally utilizes a four-quarter forecast period in evaluating the appropriateness of the reasonable and supportable forecast scenarios which are incorporated through qualitative adjustments. There is immediate reversion to historical loss rates. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period. The data for each measurement may be obtained from internal or external sources. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan pools. These adjustments are based upon quarterly trend assessments in certain economic factors such as labor, inflation, consumer sentiment and real disposable income, as well as associate retention and turnover, portfolio concentrations, and growth characteristics. The qualitative analysis increases or decreases the allowance allocation for each loan pool based on the assessment of factors described above. Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated loan pools. Individual loan evaluations are generally performed for nonaccrual loans and other loans as considered necessary. Such loans are evaluated for credit losses based on either discounted cash flows or the fair value of collateral. The Company has elected the practical expedient under ASC 326 to estimate expected credit losses based on the fair value of collateral, which considers selling costs in the event sale of the collateral is expected. Loans for which terms have been modified are evaluated using these same individual evaluation methods. In the event the discounted cash flow method is used for a loan modification, the original interest rate is used to discount expected cash flows. While the Company’s policies and procedures used to estimate the allowance for credit losses, as well as the resulting provision for credit losses charged to income, are considered adequate by management and are reviewed periodically by regulators, model validators and internal audit, they are necessarily approximate and imprecise. There are factors beyond the Company’s control, such as changes in projected economic conditions, real estate markets or particular industry conditions which may materially impact asset quality and the adequacy of the allowance for credit losses and thus the resulting provision for credit losses. Accrued Interest Receivable Accrued interest receivable related to loans totaled $ 11.6 million and $ 8.9 million at December 31, 2023 and December 31, 2022, respectively, and was reported in other assets on the consolidated balance sheets. The Company elected not to measure an allowance for credit losses for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectable interest. Unfunded Commitments Effective with the adoption of CECL, the Company estimates expected credit losses on commitments to extend credit over the contractual period in which the Company is exposed to credit risk on the underlying commitments, unless the obligation is unconditionally cancelable by the Company. The allowance for off-balance sheet credit exposures, which is reflected within other liabilities on the consolidated balance sheets, is adjusted for as an increase or decrease to the provision for credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The allowance is calculated using the same aggregate reserve rates calculated for the funded portion of loans at the portfolio level applied to the amount of commitments expected to fund. The Company's CECL allowances will fluctuate over time due to macroeconomic conditions and forecasts as well as the size and composition of the loan portfolios. Newly Issued, But Not Yet Effective Accounting Standards In December 2022, the FASB issued amendments to defer the sunset date of the Reference Rate Reform Topic of the Accounting Standards Codification from December 31, 2022 to December 31, 2024, because the current relief in Reference 82 Table of Contents Rate Reform Topic may not cover a period of time during which a significant number of modifications may take place. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements. In December 2023, the FASB amended the Income Taxes topic in the Accounting Standards Codification to improve the transparency of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company does not expect these amendments to have a material effect on its financial statements. NOTE 2 – Investment Securities The amortized costs and fair value of investment securities are as follows: Schedule of amortized costs and fair value of investment securities December 31, 2023 Asset-backed securities [Member] Amortized Gross Unrealized Fair (dollars in thousands) Cost Gains Losses Value Available for sale Corporate bonds Corporate bonds [Member] $ 2,147 - 237 1,910 US treasuries US treasuries [Member] 9,495 1 102 9,394 US government agencies US government agencies [Member] 20,594 - 1,938 18,656 State and political subdivisions State and political subdivisions [Member] 22,642 11 2,912 19,741 Asset-backed securities 33,450 2 216 33,236 Mortgage-backed securities Mortgage-backed securities [Member] FHLMC FHLMC [Member] 23,070 - 3,492 19,578 FNMA FNMA [Member] 32,667 - 4,778 27,889 GNMA GNMA [Member] 4,993 - 695 4,298 Total mortgage-backed securities 60,730 - 8,965 51,765 Total $ 149,058 14 14,370 134,702 December 31, 2022 Amortized Gross Unrealized Fair (dollars in thousands) Cost Gains Losses Value Available for sale Corporate bonds $ 2,172 - 289 1,883 US treasuries 999 - 128 871 US government agencies 13,007 - 2,390 10,617 State and political subdivisions 22,910 - 4,004 18,906 Asset-backed securities 6,435 - 206 6,229 Mortgage-backed securities FHLMC 24,086 - 3,745 20,341 FNMA 35,141 - 5,520 29,621 GNMA 5,573 - 694 4,879 Total mortgage-backed securities 64,800 - 9,959 54,841 Total $ 110,323 - 16,976 93,347 During 2023, $ 16.5 million of investment securities matured. No gain or loss was recognized on the maturity of the investment securities. During 2022, approximately $ 12.6 million of investment securities were either sold or called, resulting in a gross gain on sale of investment securities of $ 83,000 and a gross loss on sale of investment securities of $ 71,000 . During 2021, approximately $ 770,000 of investment securities were either sold or called, resulting in a gross gain on sale of investment securities of $ 6,000 and a gross loss on sale of investment securities of $ 9,000 . The amortized costs and fair values of investment securities available for sale at December 31, 2023 and 2022, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers have the right to prepay the obligations. 83 Table of Contents Schedule of amortized costs and fair values of investment securities available for sale by contractual maturity December 31, 2023 December 31, 2022 (dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Available for sale Due within one year $ 9,503 9,467 $ - - Due after one through five years 10,222 9,279 9,398 8,277 Due after five through ten years 32,159 28,380 24,436 20,043 Due after ten years 97,174 87,576 76,489 65,027 $ 149,058 134,702 $ 110,323 93,347 The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2023 and 2022. Schedule of gross unrealized losses on investment securities and fair market value of related securities December 31, 2023 Less than 12 months 12 months or longer Total (dollars in thousands) # Fair value Unrealized losses # Fair value Unrealized losses # Fair value Unrealized losses As of December 31, 2023 Available for sale Corporate bonds - $ - $ - 1 $ 1,910 $ 237 1 $ 1,910 $ 237 US treasuries - - - 1 897 102 1 897 102 US government agencies 2 7,533 50 10 11,123 1,888 12 18,656 1,938 State and political subdivisions - - - 30 18,964 2,912 30 18,964 2,912 Asset-backed 8 26,746 145 7 4,866 71 15 31,612 216 Mortgage-backed FHLMC 2 2,869 36 19 16,709 3,456 21 19,578 3,492 FNMA - - - 37 27,889 4,778 37 27,889 4,778 GNMA - - - 6 4,298 695 6 4,298 695 12 $ 37,148 $ 231 111 $ 86,656 $ 14,139 123 $ 123,804 $ 14,370 December 31, 2022 Less than 12 months 12 months or longer Total (dollars in thousands) # Fair value Unrealized losses # Fair value Unrealized losses # Fair value Unrealized losses As of December 31, 2022 Available for sale Corporate bonds - $ - $ - 1 $ 1,883 $ 289 1 $ 1,883 $ 289 US treasuries - - - 1 871 128 1 871 128 US government agencies - - - 10 10,617 2,390 10 10,617 2,390 State and political subdivisions 10 5,101 763 22 13,805 3,241 32 18,906 4,004 Asset-backed 5 4,291 135 3 1,938 71 8 6,229 206 Mortgage-backed FHLMC FHLMC [Member] 4 3,712 155 17 16,629 3,590 21 20,341 3,745 FNMA Mortgage-backed securities [Member] 9 2,208 201 28 27,413 5,319 37 29,621 5,520 GNMA 1 103 7 6 4,776 687 7 4,879 694 29 $ 15,415 $ 1,261 88 $ 77,932 $ 15,715 117 $ 93,347 $ 16,976 At December 31, 2023, the Company had 123 individual investments that were in an unrealized loss position. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality. The individual securities are each investment grade securities. The Company considers factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. Other investments are comprised of the following and are recorded at cost which approximates fair value: 84 Table of Contents Schedule of other investments December 31, (dollars in thousands) 2023 2022 Federal Home Loan Bank stock $ 16,063 $ 9,250 Other nonmarketable investments 3,473 1,180 Investment in Trust Preferred subsidiaries 403 403 Total other investments $ 19,939 $ 10,833 The Company has evaluated other investments for impairment and determined that the other investments are not impaired as of December 31, 2023 and ultimate recoverability of the par value of this investment is probable. All of the FHLB stock is used to collateralize advances with the FHLB. At December 31, 2023 and 2022, there were no securities pledged as collateral for repurchase agreements from brokers. NOTE 3 – Mortgage Loans Held for Sale Mortgage loans originated and intended for sale in the secondary market are reported as loans held for sale and carried at fair value under the fair value option with changes in fair value recognized in current period earnings. Loans held for sale include mortgage loans which are saleable into the secondary mortgage markets and their fair values are estimated using observable quoted market or contracted prices or market price equivalents, which would be used by other market participants. At the date of funding of the mortgage loan held for sale, the funded amount of the loan, the related derivative asset or liability of the associated interest rate lock commitment, less direct loan costs becomes the initial recorded investment in the loan held for sale. Such amount approximates the fair value of the loan. At December 31, 2023, mortgage loans held for sale totaled $ 7.2 million compared to $ 3.9 million at December 31, 2022. Mortgage loans held for sale are considered de-recognized, or sold, when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that both entitles and obligates the Company to repurchase or redeem the transferred assets before their maturity or the ability to unilaterally cause the holder to return specific assets. Gains and losses from the sale of mortgage loans are recognized based upon the difference between the sales proceeds and carrying value of the related loans upon sale and are recorded in mortgage banking income in the statement of income. Mortgage banking income also includes the unrealized gains and losses associated with the loans held for sale and the realized and unrealized gains and losses from derivatives. Mortgage loans sold to investors by the Company, and which were believed to have met investor and agency underwriting guidelines at the time of sale, may be subject to repurchase or indemnification in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company may, upon mutual agreement, agree to repurchase the loans or indemnify the investor against future losses on such loans. In such cases, the Company bears any subsequent credit loss on the loans. As appropriate, the Company establishes mortgage repurchase reserves related to various representations and warranties that reflect management’s estimate of losses. As of December 31, 2023, the repurchase reserve was immaterial to the financial statements. NOTE 4 – Loans and Allowance for Credit Losses The Company makes loans to individuals and small businesses for various personal and commercial purposes primarily in the Upstate, Midlands, and Lowcountry regions of South Carolina, the Triangle,Triad, and Charlotte regions of North Carolina as well as Atlanta, Georgia. The Company’s loan portfolio is not concentrated in loans to any single borrower or a relatively small number of borrowers. The Company focuses its lending activities on businesses and individuals that reside in the markets that we serve. The principal component of the loan portfolio is loans secured by real estate mortgages which account for 84.8 % of total loans at December 31, 2023. Commercial loans comprise 56.5 % of total real estate loans and consumer loans account for 43.5 %. Commercial real estate loans are further categorized into owner occupied which represents 17.5 % of total loans and non-owner occupied loans which represents 26.2 %. Commercial construction loans represent only 4.2 % of the total loan portfolio. In addition to monitoring potential concentrations of loans to particular borrowers or groups of borrowers, industries and geographic regions, management monitors exposure to credit risk from concentrations of lending products and practices 85 Table of Contents such as loans that subject borrowers to substantial payment increases (e.g. principal deferral periods, loans with initial interest-only periods, etc.), and loans with high loan-to-value ratios. Additionally, there are industry practices that could subject the Company to increased credit risk should economic conditions change over the course of a loan’s life. For example, the Company makes variable rate loans and fixed rate principal-amortizing loans with maturities prior to the loan being fully paid (i.e. balloon payment loans). The various types of loans are individually underwritten and monitored to manage the associated risks. Loan Portfolio Composition The following table summarizes the composition of our loan portfolio. Total gross loans are recorded net of deferred loan fees and costs, which totaled $ 7 .0 million and $ 7.3 million as of December 31, 2023 and December 31, 2022, respectively. Schedule of composition of our loan portfolio December 31 (dollars in thousands) Commercial [Member] 2023 2022 Commercial Owner occupied RE Owner occupied RE [Member] $ 631,657 17.5 % 612,901 18.7 % Non-owner occupied RE Non-owner occupied RE [Member] 942,529 26.2 % 862,579 26.3 % Construction Construction [Member] 150,680 4.2 % 109,726 3.4 % Business Business [Member] 500,161 13.9 % 468,112 14.3 % Total commercial loans Consumer [Member] 2,225,027 61.8 % 2,053,318 62.7 % Consumer Real estate Real estate [Member] 1,082,429 30.0 % 931,278 28.4 % Home equity Home equity [Member] 183,004 5.1 % 179,300 5.5 % Construction Construction [Member] 63,348 1.7 % 80,415 2.5 % Other Other [Member] 48,819 1.4 % 29,052 0.9 % Total consumer loans 1,377,600 38.2 % 1,220,045 37.3 % Total gross loans, net of deferred fees 3,602,627 100.0 % 3,273,363 100.0 % Less – allowance for credit losses ( 40,682 ) ( 38,639 ) Total loans, net $ 3,561,945 3,234,724 The composition of gross loans by rate type is as follows: Schedule of composition of gross loans by rate type December 31, (dollars in thousands) 2023 2022 Floating rate loans $ 574,352 439,287 Fixed rate loans 3,028,275 2,834,076 $ 3,602,627 3,273,363 At December 31, 2023, approximately $ 1.25 billion of the Company’s mortgage loans were pledged as collateral for advances from the FHLB, as set forth in Note 8. Credit Quality Indicators The Company tracks credit quality based on its internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type. A description of the general characteristics of the risk grades is as follows: ● Pass— A pass loan ranges from minimal to average credit risk; however, still has acceptable credit risk. ● Watch— A watch loan exhibits above average credit risk due to minor weaknesses and warrants closer scrutiny by management. 86 Table of Contents ● Special mention—A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date. ● Substandard— A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, which may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. ● Doubtful— A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable. 87 Table of Contents The following table presents loan balances classified by credit quality indicators by year of origination as of December 31, 2023. Schedule of classified by credit quality indicators by year of origination December 31, 2023 (dollars in thousands) 2023 2022 2021 2020 2019 Prior Revolving Revolving Converted to Term Total Commercial Owner occupied RE Pass $ 42,846 180,654 138,549 64,818 59,880 110,502 85 166 597,500 Watch - 3,460 460 15,997 3,525 6,616 - - 30,058 Special Mention - 181 - - - 3,057 - - 3,238 Substandard - - - - - 861 - - 861 Total Owner occupied RE 42,846 184,295 139,009 80,815 63,405 121,036 85 166 631,657 Non-owner occupied RE Pass 84,617 298,063 162,697 107,364 59,260 163,990 9,249 - 885,240 Watch 1,007 3,260 9,914 533 5,545 10,630 - - 30,889 Special Mention - - 7,759 - 8,252 879 - - 16,890 Substandard - - 313 - 8,088 1,109 - - 9,510 Total Non-owner occupied RE 85,624 301,323 180,683 107,897 81,145 176,608 9,249 - 942,529 Construction Pass 27,262 86,161 24,399 11,459 - - - - 149,281 Watch - 1,399 - - - - - - 1,399 Special Mention - - - - - - - - - Substandard - - - - - - - - - Total Construction 27,262 87,560 24,399 11,459 - - - - 150,680 Business Pass 48,705 134,999 48,557 18,868 17,292 47,708 146,745 1,431 464,305 Watch 127 15,867 1,833 1,010 842 3,584 7,570 506 31,339 Special Mention 241 961 98 857 184 447 150 97 3,035 Substandard - - 155 - 132 1,195 - - 1,482 Total Business 49,073 151,827 50,643 20,735 18,450 52,934 154,465 2,034 500,161 Total Commercial loans 204,805 725,005 394,734 220,906 163,000 350,578 163,799 2,200 2,225,027 Consumer Real estate Pass 144,179 273,585 278,138 176,395 66,087 105,383 - - 1,043,767 Watch 490 5,658 8,230 3,917 2,051 3,890 - - 24,236 Special Mention 143 2,499 1,657 1,291 2,220 3,360 - - 11,170 Substandard - - 635 817 318 1,486 - - 3,256 Total Real estate 144,812 281,742 288,660 182,420 70,676 114,119 - - 1,082,429 Home equity Pass - - - - - - 171,003 - 171,003 Watch - - - - - - 6,393 - 6,393 Special Mention - - - - - - 4,283 - 4,283 Substandard - - - - - - 1,325 - 1,325 Total Home equity - - - - - - 183,004 - 183,004 Construction Pass 14,339 39,893 9,116 - - - - - 63,348 Watch - - - - - - - - - Special Mention - - - - - - - - - Substandard - - - - - - - - - Total Construction 14,339 39,893 9,116 - - - - - 63,348 Other Pass 1,278 2,551 2,361 1,457 803 2,604 36,549 - 47,603 Watch 9 29 348 - 15 163 58 - 622 Special Mention 33 333 - - 23 82 41 - 512 Substandard - - 75 - - - 7 - 82 Total Other 1,320 2,913 2,784 1,457 841 2,849 36,655 - 48,819 Total Consumer loans 160,471 324,548 300,560 183,877 71,517 116,968 219,659 - 1,377,600 Total loans $ 365,276 1,049,553 695,294 404,783 234,517 467,546 383,458 2,200 3,602,627 Current period gross write-offs - ( 200 ) - ( 28 ) - ( 42 ) ( 469 ) ( 22 ) ( 761 ) 88 Table of Contents The following table presents loan balances classified by credit quality indicators and loan categories as of December 31, 2022. December 31, 2022 (dollars in thousands) 2022 2021 2020 2019 2018 Prior Revolving Revolving Converted to Term Total Commercial Owner occupied RE Pass $ 169,083 122,654 85,867 66,299 36,718 93,915 - - 574,536 Watch 14,648 479 9,339 3,658 - 6,792 - - 34,916 Special Mention 200 - - - - 2,960 - - 3,160 Substandard - - - - 289 - - - 289 Total Owner occupied RE 183,931 123,133 95,206 69,957 37,007 103,667 - - 612,901 Non-owner occupied RE Pass 281,890 169,599 113,264 59,550 79,722 106,967 604 137 811,733 Watch 1,061 9,491 - 10,683 1,408 11,660 - - 34,303 Special Mention - 202 - 6,087 - 930 - - 7,219 Substandard - 134 - 7,992 327 871 - - 9,324 Total Non-owner occupied RE 282,951 179,426 113,264 84,312 81,457 120,428 604 137 862,579 Construction Pass 48,420 55,129 4,811 247 - - - - 108,607 Watch 1,119 - - - - - - - 1,119 Special Mention - - - - - - - - - Substandard - - - - - - - - - Total Construction 49,539 55,129 4,811 247 - - - - 109,726 Business Pass 136,489 57,804 29,864 21,807 35,249 28,914 136,337 709 447,174 Watch 3,186 2,058 1,318 1,282 179 3,074 3,783 439 15,319 Special Mention 1,137 260 386 210 - 252 115 642 3,002 Substandard 498 - 188 233 315 911 472 - 2,617 Total Business 141,310 60,122 31,756 23,533 35,743 33,151 140,707 1,790 468,112 Total Commercial loans 657,731 417,810 245,037 178,049 154,207 257,246 141,311 1,927 2,053,318 Consumer Real estate Pass 243,589 269,565 189,075 72,499 39,042 76,172 - - 889,942 Watch 6,196 8,256 3,847 2,278 494 3,671 - - 24,742 Special Mention 3,114 1,938 2,644 2,258 955 2,639 - - 13,548 Substandard - 648 227 341 408 1,422 - - 3,046 Total Real estate 252,899 280,407 195,793 77,376 40,899 83,904 - - 931,278 Home equity Pass - - - - - - 165,847 - 165,847 Watch - - - - - - 7,226 - 7,226 Special Mention - - - - - - 4,055 - 4,055 Substandard - - - - - - 2,172 - 2,172 Total Home equity - - - - - - 179,300 - 179,300 Construction Pass 41,138 34,039 4,923 - - - - - 80,100 Watch - - - - - - - - - Special Mention - - - 315 - - - - 315 Substandard - - - - - - - - - Total Construction 41,138 34,039 4,923 315 - - - - 80,415 Other Pass 3,894 3,038 1,702 1,534 341 3,015 14,465 - 27,989 Watch 46 367 15 5 16 175 93 - 717 Special Mention 94 - - 44 75 23 97 - 332 Substandard - - - 5 - - 9 - 14 Total Other 4,034 3,405 1,717 1,588 432 3,213 14,663 - 29,052 Total Consumer loans 298,071 317,851 202,433 79,279 41,331 87,117 193,963 - 1,220,045 Total loans $ 955,802 735,661 447,470 257,328 195,538 344,363 335,274 1,927 3,273,363 Current period gross write-offs - ( 91 ) - ( 23 ) - ( 32 ) ( 339 ) - ( 485 ) 89 Table of Contents The following tables present loan balances by payment status. Schedule of loan balances by payment status December 31, 2023 (dollars in thousands) Accruing 30-59 days past due Accruing 60-89 days past due Accruing 90 days or more past due Nonaccrual loans Accruing current Total Commercial Owner occupied RE $ 74 - - - 631,583 631,657 Non-owner occupied RE 8,102 - - 1,423 933,004 942,529 Construction - - - - 150,680 150,680 Business 567 - - 319 499,275 500,161 Consumer Real estate 1,750 - - 985 1,079,694 1,082,429 Home equity 601 30 - 1,236 181,137 183,004 Construction - - - - 63,348 63,348 Other 25 25 - - 48,769 48,819 Total loans $ 11,119 55 - 3,963 3,587,490 3,602,627 December 31, 2022 (dollars in thousands) Accruing 30-59 days past due Accruing 60-89 days past due Accruing 90 days or more past due Nonaccrual loans Accruing current Total Commercial Owner occupied RE $ - - - - 612,901 612,901 Non-owner occupied RE 119 757 - 247 861,456 862,579 Construction - - - - 109,726 109,726 Business 24 1 - 182 467,905 468,112 Consumer Real estate 330 - - 1,099 929,849 931,278 Home equity 50 - - 1,099 178,151 179,300 Construction - - - - 80,415 80,415 Other 88 - - - 28,964 29,052 Total loans $ 611 758 - 2,627 3,269,367 3,273,363 As of December 31, 2023 and December 31, 2022, loans 30 days or more past due represented 0.37 % and 0.11 % of the Company’s total loan portfolio, respectively. Commercial loans 30 days or more past due were 0.27 % and 0.03 % of the Company’s total loan portfolio as of December 31, 2023 and December 31, 2022, respectively. Consumer loans 30 days or more past due were 0.09 % and 0.08 % of total loans as of December 31, 2023 and December 31, 2022, respectively. The increase in accruing 30-59 days past due at December 31, 2023 primarily relates to one commercial relationship totaling $ 8.1 million. 90 Table of Contents Nonperforming assets The following table shows the nonperforming assets and the related percentage of nonperforming assets to total assets and gross loans. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received. Schedule of nonperforming assets, including nonaccruing TDRs December 31, (dollars in thousands) 2023 2022 Nonaccrual loans $ 3,963 831 Nonaccruing TDRs - 1,796 Total nonaccrual loans, including nonaccruing TDRs 3,963 2,627 Other real estate owned - - Total nonperforming assets $ 3,963 2,627 Nonperforming assets as a percentage of: Total assets 0.10 % 0.07 % Gross loans 0.11 % 0.08 % Total loans over 90 days past due $ 1,300 402 Loans over 90 days past due and still accruing - - Accruing troubled debt restructurings - 4,503 The table below summarizes nonaccrual loans by major categories for the periods presented. Schedule nonaccrual loans by major categories December 31, 2023 December 31, 2022 (dollars in thousands) Nonaccrual loans with no allowance Nonaccrual loans with an allowance Total nonaccrual loans Nonaccrual loans with no allowance Nonaccrual loans with an allowance Total nonaccrual loans Commercial Owner occupied RE $ - - - $ - - - Non-owner occupied RE 653 770 1,423 114 133 247 Construction - - - - - - Business 164 155 319 - 182 182 Total commercial 817 925 1,742 114 315 429 Consumer Real estate - 985 985 - 1,099 1,099 Home equity 343 893 1,236 194 905 1,099 Construction - - - - - - Other - - - - - - Total consumer 343 1,878 2,221 194 2,004 2,198 Total nonaccrual loans $ 1,160 2,803 3,963 $ 308 2,319 2,627 Foregone interest income on the nonaccrual loans for the year ended December 31, 2023 was approximately $ 73,000 and approximately $ 28,000 for the same period in 2022. Interest income recognized on nonaccrual loans was insignificant during the years ended December 31, 2023 and 2022. Modifications to Borrowers Experiencing Financial Difficulty The Company adopted Accounting Standards Update (“ASU”) 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) effective January 1, 2023. The amendments in ASU 2022-02 eliminated the recognition and measurement of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The 91 Table of Contents Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. The following table shows the amortized cost basis of the loans modified to borrowers experiencing financial difficulty during the twelve months ended December 31, 2023, disaggregated by class of loans and type of concession granted and describes the financial effect of the modifications made to borrowers experiencing financial difficulty. Schedule of amortized cost basis of loans Term Extension (dollars in thousands) Amortized Cost Basis % of Total Loan Type Financial Effect Commercial Business $ 319 0.06 % Added a 1-year term to both of the loans modified. One loan was granted an extended amortization due to the inability to pay on a 3-year amortization. The other loan was given an interest only period due to the ability to pay only interest to get the loan renewed. Neither of the two loans modified had a payment default during the period. The Company closely monitors the performance of the loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Both loans are in current payment status since the loan modification occurred in the third quarter of 2023. There have been no commitments to lend additional funds to the borrowers experiencing financial difficulty as of December 31, 2023. Prior to the adoption of ASU 2022-02, the Company considered a loan to be a TDR when a debtor experienced financial difficulty and the Company granted a concession to the debtor that it would not normally consider. Concessions related to the contractual interest rate, maturity date, or payment structure of the note. As part of our prior workout plan for individual loan relationships, we restructured loan terms to assist borrowers facing challenges in the current economic environment. At December 31, 2022, our TDRs included 13 loans totaling $ 6.3 million with a specific allowance for credit losses of $ 1.2 million. One consumer real estate loan with a pre-modification and post-modification balance of $ 885,000 and two commercial business loans with a pre-modification and post-modification balance totaling $ 1.1 million were considered new TDRs during the twelve months ended December 31, 2022. As of December 31, 2022, there were no loans modified as a TDR for which there was a payment default (60 days past due) within 12 months of the restructuring date. Allowance for Credit Losses The following table summarizes the activity related to the allowance for credit losses for the year ended December 31, 2023 and December 31, 2022 under the CECL methodology. On January 1, 2022, we adopted the CECL methodology for estimating credit losses, which resulted in an increase of $ 1.5 million in our allowance for credit losses. The $ 2.2 million provision for credit losses for the 12 months ended December 31, 2023 was driven primarily by $ 329.3 million in loan growth for the year combined with lower expected loss rates due to historically low charge-offs during the year. The $ 5.4 million provision for credit losses for the 12 months ended December 31, 2022 was driven primarily by $ 783.5 million in loan growth for the year, as well as slightly lower expected loss rates and minor adjustments to two internal qualitative factors which increased the qualitative component of the allowance and related provision expense in 2022. 92 Table of Contents Schedule of activity related to the allowance for credit losses Twelve months ended December 31, 2023 Commercial Consumer (dollars in thousands) Owner occupied RE Non-owner occupied RE Construction Business Real Estate Home Equity Construction Other Total Balance, beginning of period $ 5,867 10,376 1,292 7,861 9,487 2,551 893 312 38,639 Provision for credit losses 251 848 302 ( 755 ) 1,160 422 ( 216 ) 197 2,209 Loan charge-offs - ( 242 ) - ( 65 ) - ( 438 ) - ( 16 ) ( 761 ) Loan recoveries - 185 - 344 - 65 - 1 595 Net loan recoveries (charge-offs) - ( 57 ) - 279 - ( 373 ) - ( 15 ) ( 166 ) Balance, end of period $ 6,118 11,167 1,594 7,385 10,647 2,600 677 494 40,682 Net charge-offs to average loans (annualized) 0.00 % Allowance for credit losses to gross loans 1.13 % Allowance for credit losses to nonperforming loans 1026.55 % Twelve months ended December 31, 2022 Commercial Consumer (dollars in thousands) Owner occupied RE Non-owner occupied RE Construction Business Real Estate Home Equity Construction Other Total Balance, beginning of period $ 4,700 10,518 625 4,887 7,083 1,697 578 320 30,408 Adjustment for CECL ( 313 ) 333 154 1,057 ( 294 ) 438 130 ( 5 ) 1,500 Provision for credit losses 1,480 ( 2,015 ) 513 1,764 2,698 663 185 87 5,375 Loan charge-offs - - - ( 55 ) - ( 339 ) - ( 91 ) ( 485 ) Loan recoveries - 1,540 - 208 - 92 - 1 1,841 Net loan recoveries (charge-offs) - 1,540 - 153 - ( 247 ) - ( 90 ) 1,356 Balance, end of period $ 5,867 10,376 1,292 7,861 9,487 2,551 893 312 38,639 Net recoveries to average loans (annualized) ( 0.05 %) Allowance for credit losses to gross loans 1.18 % Allowance for credit losses to nonperforming loans 1470.84 % Prior to the adoption of ASC 326 on January 1, 2022, the Company calculated the allowance for loan losses under the incurred loss methodology. The following table summarizes the activity related to the allowance for loan losses in prior periods under this methodology. Twelve months ended December 31, 2021 Commercial Consumer (dollars in thousands) Owner occupied RE Non-owner occupied RE Construction Business Real Estate Home Equity Construction Other Total Balance, beginning of period $ 8,092 12,050 1,154 7,870 10,482 3,248 746 507 44,149 Provision for credit losses ( 3,486 ) ( 958 ) ( 529 ) ( 2,041 ) ( 3,417 ) ( 1,613 ) ( 168 ) ( 188 ) ( 12,400 ) Loan charge-offs - ( 837 ) - ( 1,181 ) - ( 139 ) - ( 9 ) ( 2,166 ) Loan recoveries 94 263 - 239 18 201 - 10 825 Net loan recoveries (charge-offs) 94 ( 574 ) - ( 942 ) 18 62 - 1 ( 1,341 ) Balance, end of period $ 4,700 10,518 625 4,887 7,083 1,697 578 320 30,408 Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Company reviews individually evaluated loans for designation as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. 93 Table of Contents The following table presents an analysis of collateral-dependent loans of the Company as of December 31, 2023 and December 31, 2022. Schedule of analysis of collateral-dependent loans December 31, 2023 (dollars in thousands) Real estate Business assets Other Total Commercial Owner occupied RE $ - - - - Non-owner occupied RE 720 - - 720 Construction - - - - Business 164 - - 164 Total commercial 884 - - 884 Consumer Real estate 166 - - 166 Home equity 343 - - 343 Construction - - - - Other - - - - Total consumer 509 - - 509 Total $ 1,393 - - 1,393 December 31, 2022 (dollars in thousands) Real estate Business assets Other Total Commercial Owner occupied RE $ - - - - Non-owner occupied RE 114 - - 114 Construction - - - - Business 30 - - 30 Total commercial 144 - - 144 Consumer Real estate 207 - - 207 Home equity 194 - - 194 Construction - - - - Other - - - - Total consumer 401 - - 401 Total $ 545 - - 545 Allowance for Credit Losses - Unfunded Loan Commitments The allowance for credit losses for unfunded loan commitments was $ 1.8 million and $ 2.8 million at December 31, 2023 and 2022, respectively, and is separately classified on the balance sheet within other liabilities. Prior to the adoption of CECL, the Company’s reserve for unfunded commitments was not material. The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the twelve months ended December 31, 2023 and December 31, 2022. Schedule of allowance for credit losses for unfunded loan commitments (dollars in thousands) Twelve months ended December 31, 2023 Twelve months ended December 31, 2022 Balance, beginning of period $ 2,780 - Adjustment for adoption of CECL - 2,000 Provision for credit losses ( 949 ) 780 Balance, end of period $ 1,831 2,780 Unfunded Loan Commitments 724,606 878,324 Reserve for Unfunded Commitments to Unfunded Loan Commitments 0.25 % 0.32 % 94 Table of Contents NOTE 5 – Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Components of property and equipment included in the consolidated balance sheets are as follows: Schedule of components of property and equipment December 31, (dollars in thousands) 2023 2022 Land $ 11,244 11,244 Buildings Buildings [Member] 54,630 54,454 Leasehold improvements Leasehold improvements [Member] 5,762 5,545 Furniture and equipment Furniture and equipment [Member] 21,863 20,422 Software 409 409 Construction in process Construction in process [Member] 130 742 Accumulated depreciation and amortization ( 21,907 ) ( 17,219 ) Property and equipment, excluding ROU assets 72,131 75,597 ROU assets 22,170 23,586 Total property and equipment $ 94,301 99,183 Construction in process at December 31, 2023 consisted primarily of costs associated with information technology projects that will be complete in 2024. Construction in process at December 31, 2022 consisted primarily of costs associated with the new bank headquarters building located in Greenville, South Carolina which was officially opened in June 2022. The move into the new building, and subsequent disposal of assets, resulted in a $ 439,000 loss for the twelve months ended December 31, 2022. The loss is reported in other noninterest income on the consolidated statements of income. Depreciation and amortization expense for the years ended December 31, 2023 and 2022 was $ 4.8 million and $ 3.7 million, respectively. Depreciation and amortization are charged to operations utilizing a straight-line method over the estimated useful lives of the assets. The estimated useful lives for the principal items follow: Schedule of estimated useful lives of property and equipment Type of Asset Life in Years Software 3 Furniture and equipment 5 to 7 Leasehold improvements 5 to 15 Buildings 40 NOTE 6 – Leases The Company had operating right-of-use assets, included in property and equipment, of $ 22.2 million and $ 23.6 million as of December 31, 2023 and 2022, respectively. The Company had lease liabilities, included in other liabilities, of $ 24.6 million and $ 25.8 million as of December 31, 2023 and 2022, respectively. We maintain operating leases on land and buildings for various office spaces. The lease agreements have maturity dates ranging from April 2025 to February 2032, some of which include options for multiple five-year extensions. The weighted average remaining life of the lease term for these leases was 5.91 years and 6.89 years as of December 31, 2023 and 2022, respectively. The ROU asset and lease liability are recognized at lease commencement by calculating the present value of lease payments over the lease term. The ROU assets also include any initial direct costs incurred and lease payments made at or before commencement date and are reduced by any lease incentives. The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption of ASC 842 and as of the lease commencement date for leases subsequently entered into. The weighted average discount rate for leases was 2.94 % and 2.86 % as of December 31, 2023 and 2022, respectively. Total operating lease costs were $ 2.4 million and $ 2.7 million for the years ended December 31, 2023 and 2022, respectively. 95 Table of Contents Maturities of lease liabilities as of December 31, 2023 were as follows: Schedule of maturities of lease liabilities Operating (dollars in thousands) Leases 2024 $ 2,099 2025 2,157 2026 2,210 2027 2,267 2028 2,015 Thereafter 20,187 Total undiscounted lease payments 30,935 Discount effect of cash flows 6,291 Total lease liability $ 24,644 NOTE 7 – Deposits The following is a detail of the deposit accounts: Schedule of detail in deposit accounts December 31, (dollars in thousands) 2023 2022 Noninterest bearing $ 674,167 804,115 Interest bearing: NOW accounts 310,218 318,030 Money market accounts 1,605,278 1,506,418 Savings 31,669 40,673 Time deposits 758,232 464,628 Total deposits $ 3,379,564 3,133,864 At December 31, 2023 and 2022, time deposits greater than $250,000 were $ 568.1 million and $ 374.8 million, respectively. Also, at December 31, 2023, the Company had $ 379.4 million deposits in brokered deposits, or deposits that were obtained outside the Company’s primary market, while at December 31, 2022 the Company had $ 236.2 million deposits in brokered deposits. Interest expense on time deposits greater than $250,000 was $ 23.8 million for the year ended December 31, 2023, $ 3.2 million for the year ended December 31, 2022, and $ 786 ,000 for the year ended December 31, 2021. At December 31, 2023 the scheduled maturities of time deposits are as follows: Schedule of maturities certificates of deposit (dollars in thousands) 2024 $ 494,392 2025 45,190 2026 100,308 2027 60 2028 118,282 $ 758,232 NOTE 8 – Federal Home Loan Bank Advances and Other Borrowings At December 31, 2023 and 2022, the Company had $ 275 .0 million and $ 175 .0 million in FHLB Advances, respectively. Listed below is a summary of the terms and maturities of the advances outstanding at December 31, 2023 and 2022. Of the $ 275 .0 million outstanding at December 31, 2023, $ 35.0 million was at a variable rate and $ 240 .0 million was at fixed rates. The $ 275.0 million was secured with approximately $ 1.25 billion of mortgage loans and $ 16.1 million of stock in the FHLB at December 31, 2023. The $ 175 .0 million outstanding at December 31, 2022 was at a variable rate and was secured with approximately $ 1.05 billion of mortgage loans and $ 9.3 million of stock in the FHLB at December 31, 2022. 96 Table of Contents Schedule of terms and maturities of advances outstanding December 31, (dollars in thousands) 2023 2022 Maturity Amount Rate Amount Rate February 16, 2023 $ - - % $ 175,000 4.57 % February 29, 2024 35,000 5.57 % - - % April 28, 2028 40,000 3.51 % - - % May 15, 2028 35,000 3.13 % - - % June 28, 2028 40,000 3.54 % - - % July 10, 2028 45,000 3.78 % - - % July 10, 2028 40,000 3.87 % - - % July 10, 2028 40,000 3.96 % - - % $ 275,000 3.89 % $ 175,000 4.57 % NOTE 9 – Subordinated Debentures On June 26, 2003, Greenville First Statutory Trust I (a non-consolidated subsidiary) issued $ 6 .0 million floating rate trust preferred securities with a maturity of June 26, 2033 . At December 31, 2023, the interest rate was 8.72 % and is indexed to the 3-month LIBOR rate plus 3.10 % and adjusted quarterly. The Company received from the Trust the $ 6 .0 million proceeds from the issuance of the securities and the $ 186,000 initial proceeds from the capital investment in the Trust, and accordingly has shown the funds due to the Trust as $ 6.2 million junior subordinated debentures. On December 22, 2005, Greenville First Statutory Trust II (a non-consolidated subsidiary) issued $ 7 .0 million floating rate trust preferred securities with a maturity of December 22, 2035 . At December 31, 2023, the interest rate was 7.03 % and is indexed to the 3-month LIBOR rate plus 1.44 % and adjusted quarterly. The Company received from the Trust the $ 7 .0 million proceeds from the issuance of the securities and the $ 217,000 initial proceeds from the capital investment in the Trust, and accordingly has shown the funds due to the Trust as $ 7.2 million junior subordinated debentures. The current regulatory rules allow certain amounts of junior subordinated debentures to be included in the calculation of regulatory capital. However, provisions within the Dodd-Frank Act prohibit institutions that had more than $15 billion in assets on December 31, 2009 from including trust preferred securities as Tier 1 capital beginning in 2013, with one-third phased out over the two years ending in 2015. Financial institutions with less than $15 billion in total assets, such as the Bank, may continue to include their trust preferred securities issued prior to May 19, 2010 in Tier 1 capital, but cannot include in Tier 1 capital trust preferred securities issued after such date. On September 30, 2019, the Company entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreement”) with certain qualified institutional buyers and accredited investors (the “Purchasers”) pursuant to which the Company sold and issued $ 23 .0 million in aggregate principal amount of its 4.75 % Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”). The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the provisions of Regulation D promulgated thereunder (the “Private Placement”). The Notes have a 10 ten-year term and, from and including the date of issuance to but excluding September 30, 2024, will bear interest at a fixed annual rate of 4.75 % , payable semi-annually in arrears, for the first five years of the term. From and including September 30, 2024 to but excluding the maturity date or early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR) plus 340.8 basis points, payable quarterly in arrears. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than Three-Month Term SOFR. The Notes are redeemable, in whole or in part, on September 30, 2024, on any interest payment date thereafter, and at any time upon the occurrence of certain events. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. On September 30, 2019, in connection with the sale and issuance of the Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange 97 Table of Contents Notes”). Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreement, it would be required to pay additional interest to the holders of the Notes. The Notes were issued under an Indenture, dated September 30, 2019 (the “Indenture”), by and between the Company and UMB Bank, National Association, as trustee. The Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company ; however, the amount that is eligible to be included in Tier 2 capital will be reduced by 20% each year during the last five years before the maturity date of the Notes beginning in the quarter ended December 31, 2024. NOTE 10 – Unused Lines of Credit At December 31, 2023, the Company had five lines of credit to purchase federal funds that totaled $ 108.5 million which were unused at December 31, 2023. The lines of credit are available on a one to 14 day basis for general corporate purposes of the Company. The lenders have reserved the right to withdraw the line at their option. The Company has an additional line of credit with the FHLB to borrow funds, subject to a pledge of qualified collateral. The Company has collateral that would support approximately $ 542.8 million in additional borrowings with the FHLB at December 31, 2023. The Company is also enrolled in the Federal Reserve’s Bank Term Funding Program which offers loans of up to one year in length if we pledge collateral eligible for purchase by the Federal Reserve Banks in open market operations, such as U.S. Treasuries, U.S. agency securities, and U.S. agency mortgage-backed securities. At December 31, 2023, the Company had $ 13 .0 million of marketable investment securities pledged in the Federal Reserve’s Bank Term Funding Program. At December 31, 2023, we had $ 227.1 million pledged and available with the Federal Reserve Discount Window. The Company also has an unsecured, interest only line of credit for $ 15 million with another financial institution which was unused at December 31, 2023. The line bears interest at the U.S. Prime Rate plus 0.25 % and matures on February 28, 2025 . The loan agreement contains various financial covenants related to capital, earnings and asset quality. NOTE 11 – Derivative Financial Instruments The Company utilizes derivative financial instruments primarily to hedge its exposure to changes in interest rates. All derivative financial instruments are recognized as either assets or liabilities and measured at fair value. The Company enters into commitments to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time, with clients who have applied for a loan and meet certain credit and underwriting criteria (interest rate lock commitments). These interest rate lock commitments (“IRLCs”) meet the definition of a derivative financial instrument and are reflected in the balance sheet at fair value with changes in fair value recognized in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets and derivative liabilities, respectively, and are measured based on the value of the underlying mortgage loan, quoted mortgage-backed securities (“MBS”) prices and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net of estimated commission expenses. The Company manages the interest rate and price risk associated with its outstanding IRLCs and mortgage loans held for sale by entering into derivative instruments such as forward sales of MBS. These derivatives are free- standing derivatives and are not designated as instruments for hedge accounting. Management expects these derivatives will experience changes in fair value opposite to changes in fair value of the IRLCs and mortgage loans held for sale, thereby reducing earnings volatility. The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline (IRLCs and mortgage loans held for sale) it wants to economically hedge. The gain or loss resulting from the change in the fair value of the derivative is recognized in the Company’s statement of income during the period of change. The Company entered into a pay-fixed portfolio layer method fair value swap, designated as a hedging instrument, with a total notional amount of $ 200.0 million in the second quarter of 2023. The hedging instrument matures on May 25, 2028. The Company is designating the fair value swap under the portfolio layer method (“PLM”). Under this method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments are made to record the swap at fair value on the consolidated balance sheets, with changes in fair value recognized in interest income. The carrying value of the fair value swap on the consolidated 98 Table of Contents balance sheets will also be adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk. The following table represents the carrying value of the portfolio layer method hedged instrument and the cumulative fair value hedging adjustment included in the carrying value of the hedged instrument as of December 31, 2023. Schedule of carrying value of hedged asset and cumulative fair value hedging adjustment December 31, 2023 (dollars in thousands) Carrying Amount Hedged Liability Fixed Rate Liability 1 $ 199,518 $ 482 1 These amounts included the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of the assets in the closed portfolio anticipated to be outstanding for the designated hedged period. As of December 31, 2023, the amortized cost basis of the closed portfolio used in this hedging relationship was $ 718.8 million, the cumulative basis adjustment associated with this hedging relationship was $ 511 ,000, and the amount of the designated hedged item was $ 200.0 million. The following table summarizes the Company’s outstanding financial derivative instruments at December 31, 2023 and December 31, 2022. Schedule of outstanding financial derivative instruments December 31, 2023 Fair Value (dollars in thousands) Notional Balance Sheet Location Asset/(Liability) Derivatives designated as hedging instruments: Fair value swap Fair value swap [Member] $ 200,000 Other liabilities $ ( 482 ) Derivatives not designated as hedging instruments: Mortgage loan interest rate lock commitments Mortgage loan interest rate lock commitments [Member] 12,973 Other assets 159 MBS forward sales commitments MBS forward sales commitments [Member] 10,000 Other liabilities ( 68 ) Total derivative financial instruments Total derivative financial instruments [Member] $ 222,973 $ ( 391 ) December 31, 2022 Fair Value (dollars in thousands) Notional Balance Sheet Location Asset/(Liability) Derivatives not designated as hedging instruments: Mortgage loan interest rate lock commitments $ 6,793 Other assets $ 49 MBS forward sales commitments 5,750 Other assets 27 Total derivative financial instruments $ 12,543 $ 76 Accrued interest receivable related to the interest rate swap as of December 31, 2023 totaled $ 285 ,000 and is excluded from the fair value presented in the table above. The Company assesses the effectiveness of the fair value swap hedge with a regression analysis that compares the changes in forward curves to determine the value. The effective portion of changes in fair value of derivatives designated as fair value hedges is recorded through interest income. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes. The following table summarizes the effect of the fair value hedging relationship recognized in the consolidated statements of income for the twelve months ended December 31, 2023. Schedule of summarize the effect of fair value hedging relationship recognized in consolidated statement of income (dollars in thousands) Twelve months ended December 31, 2023 Gain (loss) on fair value hedging relationship: Hedged liability ( 482 ) Fair value derivative designated as hedging instrument 511 Total gain (loss) recognized in interest income on loans 29 99 Table of Contents NOTE 12 – Fair Value Accounting FASB ASC 820, “Fair Value Measurement and Disclosures Topic,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted market price in active markets Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include certain debt and equity securities that are traded in an active exchange market. Level 2 – Significant other observable inputs Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include fixed income securities and mortgage-backed securities that are held in the Company’s available-for-sale portfolio and valued by a third-party pricing service, as well as certain individually evaluated loans. Level 3 – Significant unobservable inputs Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data. Fair Value of Financial Instruments Financial instruments require disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange of cash. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises and equipment and other assets and liabilities. The following is a description of valuation methodologies used to estimate fair value for assets recorded at fair value. Fair value approximates carrying value for the following financial instruments due to the short-term nature of the instrument: cash and due from banks, federal funds sold, other investments, federal funds purchased, and securities sold under agreement to repurchase. Investment Securities Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange or U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored entities, municipal bonds and corporate debt securities. In certain cases where there is limited activity or less transparency around inputs to valuations, securities are classified as Level 3 within the valuation hierarchy. Securities held to maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. The carrying value of Other Investments, such as Federal Reserve Bank and FHLB stock, approximates fair value based on their redemption provisions. Mortgage Loans Held for Sale Loans held for sale include mortgage loans which are saleable into the secondary mortgage markets and their fair values are estimated using observable quoted market or contracted prices or market price equivalents, which would be used by other market participants. These saleable loans are considered Level 2. Individually Evaluated Loans The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan may be considered individually evaluated and an allowance for credit losses may be established. Loans for which it is probable 100 Table of Contents that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered individually evaluated. Once a loan is identified as individually evaluated, management measures the impairment in accordance with FASB ASC 326. The fair value of individually evaluated loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those individually evaluated loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with FASB ASC 820, “Fair Value Measurement and Disclosures,” individually evaluated loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company considers the individually evaluated loan as nonrecurring Level 2. The Company’s current loan and appraisal policies require the Company to obtain updated appraisals on an “as is” basis at renewal, or in the case of an individually evaluated loan, on an annual basis, either through a new external appraisal or an appraisal evaluation. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the individually evaluated loan as nonrecurring Level 3. The fair value of individually evaluated loans may also be estimated using the present value of expected future cash flows to be realized on the loan, which is also considered a Level 3 valuation. These fair value estimates are subject to fluctuations in assumptions about the amount and timing of expected cash flows as well as the choice of discount rate used in the present value calculation. Other Real Estate Owned OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for credit losses. Gains or losses on sale and generally any subsequent adjustments to the value are recorded as a component of real estate owned activity. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the OREO as nonrecurring Level 3. Derivative Financial Instruments The Company estimates the fair value of IRLCs based on the value of the underlying mortgage loan, quoted MBS prices and an estimate of the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expenses (Level 2). The Company estimates the fair value of forward sales commitments based on quoted MBS prices (Level 2). The Company estimates the fair value of the derivative liability based on changes in the benchmark interest rate component of the hedged loans. The estimated variable rate cash inflows were compared to the fixed rate outflows and such difference was discounted to a present value to estimate the fair value of the interest rate swaps. The components of the valuation were observable or could be corroborated by observable market data and, therefore, were classified within Level 2 of the valuation hierarchy. Assets and Liabilities Recorded at Fair Value on a Recurring Basis The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis. Schedule of assets and liabilities measured at fair value on a recurring basis December 31, 2023 (dollars in thousands) Level 1 Level 2 Level 3 Total Assets Securities available for sale: Corporate bonds Level 1 [Member] $ - 1,910 - 1,910 US treasuries Level 2 [Member] - 9,394 - 9,394 US government agencies Level 3 [Member] - 18,656 - 18,656 State and political subdivisions - 19,741 - 19,741 Asset-backed securities - 33,236 - 33,236 Mortgage-backed securities - 51,765 - 51,765 Mortgage loans held for sale - 7,194 - 7,194 Mortgage loan interest rate lock commitments - 159 - 159 Total assets measured at fair value on a recurring basis $ - 142,055 - 142,055 Liabilities Derivative liability $ - 482 - 482 MBS forward sales commitments - 68 - 68 Total liabilities measured at fair value on a recurring basis $ - 550 - 550 101 Table of Contents December 31, 2022 (dollars in thousands) Level 1 Level 2 Level 3 Total Assets Securities available for sale: Corporate bonds $ - 1,883 - 1,883 US treasuries - 871 - 871 US government agencies - 10,617 - 10,617 State and political subdivisions - 18,906 - 18,906 Asset-backed securities - 6,229 - 6,229 Mortgage-backed securities - 54,841 - 54,841 Mortgage loans held for sale - 3,917 - 3,917 Mortgage loan interest rate lock commitments - 49 - 49 MBS forward sales commitments - 27 - 27 Total assets measured at fair value on a recurring basis $ - 97,340 - 97,340 The Company had no liabilities recorded at fair value on a recurring basis as of December 31, 2022. Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis The Company is predominantly an asset based lender with real estate serving as collateral on approximately 85 % of loans as of December 31, 2023. Loans which are deemed to be individually evaluated are valued net of the allowance for credit losses, and other real estate owned is valued at the lower of cost or net realizable value of the underlying real estate collateral. Such market values are generally obtained using independent appraisals, which the Company considers to be level 2 inputs. The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis. Schedule of assets and liabilities measured at fair value on a nonrecurring basis December 31, 2023 (dollars in thousands) Level 1 Level 2 Level 3 Total Assets Individually evaluated loans $ - 1,160 2,976 4,136 Total assets measured at fair value on a nonrecurring basis $ - 1,160 2,976 4,136 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Individually evaluated loans $ - 429 4,071 4,500 Total assets measured at fair value on a nonrecurring basis $ - 429 4,071 4,500 The Company had no liabilities carried at fair value or measured at fair value on a nonrecurring basis. For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of December 31, 2023 and 2022, the significant unobservable inputs used in the fair value measurements were as follows: Schedule of unobservable inputs used in the fair value measurements Valuation Technique Significant Unobservable Inputs Range of Inputs Individually evaluated loans Appraised Value/ Discounted Cash Flows Discounts to appraisals or cash flows for estimated holding and/or selling costs or age of appraisal 0 - 25 % Fair Value of Financial Instruments Financial instruments require disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange of cash. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises and equipment and other assets and liabilities. The following is a description of valuation methodologies used to estimate fair value for certain other financial instruments. 102 Table of Contents Fair value approximates carrying value for the following financial instruments due to the short-term nature of the instrument: cash and due from banks, federal funds sold, other investments, federal funds purchased, and securities sold under agreement to repurchase. Loans – The valuation of loans held for investment is estimated using the exit price notion which incorporates factors, such as enhanced credit risk, illiquidity risk and market factors that sometimes exist in exit prices in dislocated markets. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach, using the eight categories as disclosed in Note 4 – Loans and Allowance for Credit Losses. Loans are considered a Level 3 classification. Deposits – Fair value for demand deposit accounts and interest-bearing accounts with no fixed maturity date is equal to the carrying value. The fair value of certificate of deposit accounts are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments. FHLB Advances and Other Borrowings – Fair value for FHLB advances and other borrowings are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments. Subordinated debentures – Fair value for subordinated debentures are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments. The Company has used management’s best estimate of fair value based on the above assumptions. Thus, the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses, which would be incurred in an actual sale or settlement, are not taken into consideration in the fair value presented. The estimated fair values of the Company’s financial instruments at December 31, 2023 and 2022 are as follows: Schedule of estimated fair values of the company's financial instruments December 31, 2023 (dollars in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial Assets: Other investments, at cost $ 19,939 19,939 - - 19,939 Loans (1) 3,557,120 3,337,768 - - 3,337,768 Financial Liabilities: Deposits 3,379,564 2,961,182 - 2,961,182 - Subordinated debentures 36,322 40,712 - 40,712 - December 31, 2022 (dollars in thousands) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial Assets: Other investments, at cost $ 10,833 10,833 - - 10,833 Loans (1) 3,227,455 3,057,891 - - 3,057,891 Financial Liabilities: Deposits 3,133,864 2,717,900 - 2,717,900 - Subordinated debentures 36,214 39,885 - 39,885 - (1) Carrying amount is net of the allowance for credit losses and individually evaluated loans. NOTE 13 – Earnings Per Common Share The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the years ended December 31, 2023, 2022 and 2021. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options and warrants that are outstanding. The assumed conversion of stock options and warrants can create a difference between basic and dilutive net income per common share. 103 Table of Contents At December 31, 2023, 2022 and 2021, options totaling 269,072 , 131,433 , and 9,000 , respectively, were anti-dilutive in the calculation of earnings per share as their exercise price exceeded the fair market value. These options were therefore excluded from the diluted earnings per share calculation. Schedule of earnings per share calculation December 31, (dollars in thousands, except share data) 2023 2022 2021 Numerator: Net income $ 13,426 29,115 46,711 Net income available to common shareholders $ 13,426 29,115 46,711 Denominator: Weighted-average common shares outstanding - basic 8,046,633 7,958,294 7,843,692 Common stock equivalents 31,821 113,396 145,288 Weighted-average common shares outstanding - diluted 8,078,454 8,071,690 7,988,980 Earnings per common share: Basic $ 1.67 3.66 5.96 Diluted $ 1.66 3.61 5.85 NOTE 14 – Commitments and Contingencies The Company has entered into a three year employment agreement with its chief executive officer and a two year employment agreement with its president and 13 other members of senior management. These agreements also include a) an incentive program, b) a stock option plan, c) a one-year non-compete agreement upon termination and a severance payment equal to one year of compensation. The total estimated aggregate salary commitment is approximately $ 4.2 million. The Company has an agreement with a data processor which expires in 2028 to provide certain item processing, electronic banking, and general ledger processing services. Components of this contract vary based on transaction and account volume, monthly charges and certain termination fees. The Company has commitments with various investment partners under the Small Business Investment Company (“SBIC”) and the Rural Business Investment Company (“RBIC”) programs for which we have committed to make capital contributions from time to time. These commitments totaled approximately $ 1.4 million at December 31, 2023. The Company may be subject to litigation and claims in the normal course of business. As of December 31, 2023, management believes there is no material litigation pending. NOTE 15 – Income Taxes The components of income tax expense were as follows: Schedule of components of income tax expense For the years ended December 31, (dollars in thousands) 2023 2022 2021 Current income taxes: Federal $ 3,769 8,482 10,414 State 460 1,273 2,088 Total current tax expense 4,229 9,755 12,502 Deferred income tax expense (benefit) ( 228 ) ( 757 ) 1,590 Income tax expense $ 4,001 8,998 14,092 The following is a summary of the items that caused recorded income taxes to differ from taxes computed using the statutory tax rate: Schedule of taxes computed using the statutory tax rate For the years ended December 31, (dollars in thousands) 2023 2022 2021 Tax expense at statutory rate $ 3,660 8,004 12,768 Effect of state income taxes, net of federal benefit 364 1,006 1,649 Exempt income 7 ( 27 ) ( 43 ) Effect of stock-based compensation 133 42 ( 115 ) Other ( 163 ) ( 27 ) ( 167 ) Income tax expense $ 4,001 8,998 14,092 104 Table of Contents The components of the deferred tax assets and liabilities are as follows: Schedule of components of the deferred tax assets and liabilities December 31, (dollars in thousands) 2023 2022 Deferred tax assets: Allowance for credit losses $ 8,543 8,114 Reserve for unfunded commitments 384 584 Unrealized loss on securities available for sale 3,015 3,565 Net deferred loan fees 1,475 1,537 Deferred compensation 1,458 1,762 Lease liabilities 5,175 5,424 Other 479 393 20,529 21,379 Deferred tax liabilities: Property and equipment 3,334 3,561 Hedging transactions 74 27 Prepaid expenses 255 316 ROU assets 4,656 4,953 Other 10 - 8,329 8,857 Net deferred tax asset $ 12,200 12,522 The Company has analyzed the tax positions taken or expected to be taken in its tax returns and concluded it has no liability related to uncertain tax positions. NOTE 16 – Related Party Transactions Certain directors, executive officers, and companies with which they are affiliated, are clients of and have banking transactions with the Company in the ordinary course of business. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender. A summary of loan transactions with directors and executive officers, including their affiliates is as follows: Schedule of loan transactions with directors and executive officers, including their affiliates For the years ended December 31, (dollars in thousands) 2023 2022 Balance, beginning of year $ 17,217 8,790 New loans 17,455 21,010 Less loan payments ( 9,420 ) ( 12,583 ) Balance, end of year $ 25,252 17,217 Deposits by executive officers and directors and their related interests at December 31, 2023 and 2022, were $ 6.4 million and $ 6.5 million, respectively. The Company has a land lease with a director on the property for a branch office, with monthly payments of $ 9,120 . In addition, the Company periodically enters into various consulting agreements with the director for development, administration and advisory services related to the purchase of property and construction of current and future branch office sites, including the development of the new bank headquarters in Greenville, South Carolina. There were no payments to the director for these services during 2023 or 2022. The Company received rent payments from a company of which a director is a private investor and chairman of the board. Rent received totaled $ 88,000 and $ 79,000 for the twelve months ended December 31, 2023 and December 31, 2022, respectively. As part of the lease agreement with the company, $ 86,000 was paid to the company for a tenant upfit allowance during the twelve months ended December 31, 2022. The Company is of the opinion that the lease payments and consulting fees represent market costs that could have been obtained in similar “arms length” transactions. 105 Table of Contents NOTE 17 – Financial Instruments With Off-Balance Sheet Risk In the ordinary course of business, and to meet the financing needs of its clients, the Company is a party to various financial instruments with off-balance sheet risk. These financial instruments, which include commitments to extend credit and standby letters of credit, involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheets. The contract amount of those instruments reflects the extent of involvement the Company has in particular classes of financial instruments. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amounts of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a client as long as there is no violation of any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At December 31, 2023, unfunded commitments to extend credit were approximately $ 724.6 million, of which $ 145.6 million is at fixed rates and $ 579.0 million is at variable rates. At December 31, 2022, unfunded commitments to extend credit were approximately $ 878.3 million, of which $ 318.9 million is at fixed rates and $ 559.4 million is at variable rates. The Company evaluates each client’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate. See Note 4 – Loans and Allowance for Credit Losses for additional information on unfunded commitments. At December 31, 2023 and 2022, there was a $ 16.1 million and $ 14.3 million commitment, respectively, under letters of credit. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. Collateral varies but may include accounts receivable, inventory, equipment, marketable securities and property. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements. The fair value of off balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties credit standing. The total fair value of such instruments is not material. NOTE 18 – Employee Benefit Plan On January 1, 2000, the Company adopted the Southern First Bancshares, Inc. Profit Sharing and 401(k) Plan for the benefit of all eligible employees. The Company contributes to the Plan annually upon approval by the Board of Directors. Contributions made to the Plan for the years ended December 31, 2023, 2022, and 2021 amounted to $ 1.1 million, $ 995,000 , and $ 905,000 , respectively. The Company also provides a nonqualified deferred compensation plan for 20 executive officers in the form of a Supplemental Executive Retirement Plan (“SERP”). The SERP provides retirement income for these officers. As of December 31, 2023 and 2022, the Company had an accrued benefit obligation of $ 6.9 million and $ 8.4 million, respectively. The Company had a $ 1.1 million and $ 284,000 reversal of expenses related to this plan for the twelve months ended December 31, 2023 and December 31, 2022, respectively, and incurred expenses related to this plan of $ 1 .0 million in 2021. NOTE 19 – Stock-Based Compensation Compensation cost is recognized for stock options and restricted stock awards issued to employees and non-employee directors. Compensation cost is measured as the fair value of these awards on their date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used as the fair value of restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period for stock option and restricted stock awards. The Company’s stock incentive programs are long-term retention programs intended to attract, retain, and provide incentives for key employees and non-employee directors in the form of incentive and non-qualified stock options and restricted stock. 106 Table of Contents Stock-based compensation expense was recorded as follows: Schedule of stock-based compensation expense For the years ended December 31, (dollars in thousands) 2023 2022 2021 Stock option expense $ 528 927 1,148 Restricted stock grant expense 1,415 1,099 499 Total stock-based compensation expense $ 1,943 2,026 1,647 Stock Options The Company’s 2010 Incentive Plan, as amended, had available for issuance a total of 566,025 shares (adjusted for the 10 % stock dividends in 2013, 2012, and 2011). The Plan expired on March 16, 2020 and no further shares may be issued from the plan. On March 15, 2016, the Company adopted the 2016 Equity Incentive Plan, making available for issuance 400,000 of common stock either as stock options or restricted stock grants. The Plan expired on March 15, 2021 and no further shares may be issued from the plan. On March 17, 2020, the Company adopted the 2020 Equity Incentive Plan, making available for issuance up to 450,000 stock options. The options may be exercised at an exercise price per share based on the fair market value and determined on the date of grant and expire 10 years from the grant date. As of December 31, 2023, there were 319,058 shares available for grant under the 2020 Equity Incentive Plan. A summary of the status of the stock option plan and changes for the period is presented below: Schedule of the status of the stock option plan and changes For the years ended December 31, 2023 2022 2021 Shares Weighted average exercise price Weighted Average Remaining Contractual Life Shares Weighted average exercise price Weighted Average Remaining Contractual Life Shares Weighted average exercise price Weighted Average Remaining Contractual Life Outstanding at beginning of year 427,224 $ 34.32 464,724 $ 33.97 495,195 $ 29.93 Granted - - - - 121,000 40.45 Exercised ( 27,250 ) 20.18 ( 32,375 ) 27.94 ( 127,871 ) 23.56 Forfeited or expired ( 68,625 ) 34.15 ( 5,125 ) 43.14 ( 23,600 ) 38.88 Outstanding at end of year 331,349 $ 35.51 4.9 years 427,224 $ 34.32 5.7 years 464,724 $ 33.97 6.6 years Options exercisable at year-end 267,376 $ 34.48 4.5 years 287,902 $ 32.35 4.8 years 239,340 $ 29.68 5.0 years Weighted average fair value of options granted during the year $ - $ - $ 16.40 Shares available for grant 319,058 370,824 422,550 The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the year and the exercise price, multiplied by the number of in-the-money options) of 331,349 and 427,224 stock options outstanding at December 31, 2023 and 2022 was $ 1.3 million and $ 4.9 million, respectively. The aggregate intrinsic value of 267,376 and 287,902 stock options exercisable at December 31, 2023 and 2022 was $ 1.3 million and $ 3.9 million, respectively. Stock Compensation Plan [Member] The fair value of the option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following assumptions were used for grants: Schedule of assumptions used   2023 2022 2021 Dividend yield - - n/a n/a - Expected life n/a n/a 7 years Expected volatility n/a n/a 38.48 % Risk-free interest rate n/a n/a 0.74 % 107 Table of Contents At December 31, 2023, there was $ 408,000 of total unrecognized compensation cost related to nonvested stock option grants. The cost is expected to be recognized over a weighted-average period of 1.1 years. The fair value of stock option grants that vested during 2023, 2022, and 2021 was $ 846,000 , $ 1.1 million and $ 1.1 million, respectively. Restricted Stock Grants On May 17, 2016, the Company adopted the 2016 Equity Incentive Plan which included a provision for the issuance of 50,000 shares of common stock to be issuable as restricted stock grants. The Plan expired on March 17, 2021 and no further shares may be issued from the plan. On May 12, 2020, the Company adopted the 2020 Equity Incentive Plan which included a provision for the issuance of 450,000 shares of common stock to be issuable as either stock options or restricted stock grants. As of December 31, 2023, there were 319,058 shares available for grant under the 2020 Equity Incentive Plan. Shares of restricted stock granted to employees under the stock plans are subject to restrictions as to continuous employment for a specified time period following the date of grant. During this period, the holder is entitled to full voting rights and dividends. A summary of the status of the Company’s nonvested restricted stock and changes for the years ended December 31, 2023, 2022, and 2021 is as follows: Schedule of the status of the company's nonvested restricted stock and changes December 31, 2023 2022 2021 Restricted Shares Weighted Average Grant-Date Fair Value Restricted Shares Weighted Average Grant-Date Fair Value Restricted Shares Weighted Average Grant-Date Fair Value Nonvested at beginning of year 80,337 $ 52.53 41,699 $ 44.71 26,099 $ 38.05 Granted 69,880 37.12 53,376 56.25 26,450 48.56 Vested ( 21,695 ) 48.95 ( 14,213 ) 43.26 ( 9,600 ) 38.03 Forfeited ( 18,989 ) 46.83 ( 525 ) 61.14 ( 1,250 ) 38.56 Nonvested at end of year 109,533 $ 44.40 80,337 $ 52.53 41,699 $ 44.71 At December 31, 2023, there was $ 3.6 million of total unrecognized compensation cost related to nonvested restricted stock grants. The cost is expected to be recognized over a weighted-average period of 2.7 years. NOTE 20 – Dividends The ability of the Company to pay cash dividends is dependent upon receiving cash in the form of dividends from the Bank. The dividends that may be paid by the Bank to the Company are subject to legal limitations and regulatory capital requirements. Also, the payment of cash dividends on the Company's common stock by the Company in the future will be subject to certain other legal and regulatory limitations (including the requirement that the Company’s capital be maintained at certain minimum levels) and will be subject to ongoing review by banking regulators. The Federal Reserve has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. NOTE 21 – Regulatory Matters The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. The capital rules require banks and bank holding companies to maintain a minimum total risked-based capital ratio of at least 8%, a total Tier 1 capital ratio of at least 6%, a minimum common equity Tier 1 capital ratio of at least 4.5%, and a leverage ratio of at least 4%. Bank holding companies and banks are also required to hold a capital conservation buffer of common equity Tier 1 capital of 2.5% to avoid limitations on capital distributions and discretionary executive compensation payments. The capital conservation buffer was phased in incrementally over time, becoming fully effective on January 1, 2019, and consists of an additional amount of common equity equal to 2.5% of risk-weighted assets. 108 Table of Contents To be considered “well-capitalized” for purposes of certain rules and prompt corrective action requirements, the Bank must maintain a minimum total risked-based capital ratio of at least 10%, a total Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, and a leverage ratio of at least 5%. As of December 31, 2023, our capital ratios exceed these ratios and we remain “well capitalized.” The following table summarizes the capital amounts and ratios of the Bank and the Company and the regulatory minimum requirements at December 31, 2023 and 2022. Schedule of capital amounts and ratios of the Bank and the Company and the regulatory minimum requirements Actual For capital adequacy purposes minimum To be well capitalized under prompt corrective action provisions minimum (dollars in thousands) Amount Ratio Amount Ratio Amount Ratio As of December 31, 2023 The Bank Total Capital (to risk weighted assets) $ 390,197 12.28 % $ 254,278 8.00 % $ 317,847 10.00 % Tier 1 Capital (to risk weighted assets) 350,455 11.03 % 190,708 6.00 % 254,278 8.00 % Common Equity Tier 1 Capital (to risk weighted assets) 350,455 11.03 % 143,031 4.50 % 206,601 6.50 % Tier 1 Capital (to average assets) 350,455 8.47 % 165,414 4.00 % 206,767 5.00 % The Company Total Capital (to risk weighted assets) 399,551 12.57 % 254,278 8.00 % n/a n/a Tier 1 Capital (to risk weighted assets) 336,809 10.60 % 190,708 6.00 % n/a n/a Common Equity Tier 1 Capital (to risk weighted assets) 323,809 10.19 % 143,031 4.50 % n/a n/a Tier 1 Capital (to average assets) 336,809 8.14 % 165,436 4.00 % n/a n/a Actual For capital adequacy purposes minimum To be well capitalized under prompt corrective action provisions minimum (dollars in thousands) Amount Ratio Amount Ratio Amount Ratio As of December 31, 2022 The Bank Total Capital (to risk weighted assets) $ 366,988 12.45 % $ 235,892 8.00 % $ 294,865 10.00 % Tier 1 Capital (to risk weighted assets) 330,108 11.20 % 176,919 6.00 % 235,892 8.00 % Common Equity Tier 1 Capital (to risk weighted assets) 330,108 11.20 % 132,689 4.50 % 191,662 6.50 % Tier 1 Capital (to average assets) 330,108 9.43 % 140,040 4.00 % 175,050 5.00 % The Company (1) Total Capital (to risk weighted assets) 380,802 12.91 % 235,892 8.00 % n/a n/a Tier 1 Capital (to risk weighted assets) 320,922 10.88 % 176,919 6.00 % n/a n/a Common Equity Tier 1 Capital (to risk weighted assets) 307,922 10.44 % 132,689 4.50 % n/a n/a Tier 1 Capital (to average assets) 320,922 9.17 % 140,057 4.00 % n/a n/a (1) Under the Federal Reserve’s Small Bank Holding Company Policy Statement, in 2021, the Company was not subject to the minimum capital adequacy and capital conservation buffer capital requirements at the holding company level. Although the minimum regulatory capital requirements were not applicable to the Company in 2021, we calculated these ratios for our own planning and monitoring purposes. 109 Table of Contents NOTE 22 – Parent Company Financial Information Following is condensed financial information of Southern First Bancshares, Inc. (parent company only): Condensed Balance Sheets Schedule of condensed balance sheets December 31, (dollars in thousands) 2023 2022 Assets Cash and cash equivalents $ 9,408 13,882 Investment in subsidiaries 339,516 317,102 Other assets 146 21 Total assets $ 349,070 331,005 Liabilities and Shareholders’ Equity Accrued expenses $ 281 279 Subordinated debentures 36,322 36,214 Shareholders’ equity 312,467 294,512 Total liabilities and shareholders’ equity $ 349,070 331,005 Condensed Statements of Income Schedule of condensed statements of income For the years ended December 31, (dollars in thousands) 2023 2022 2021 Revenues Interest income $ 15 20 17 Total revenue 15 20 17 Expenses Interest expense 2,197 1,730 1,523 Other expenses 249 240 285 Total expenses 2,446 1,970 1,808 Income tax benefit 511 409 376 Loss before equity in undistributed net income of subsidiaries ( 1,920 ) ( 1,541 ) ( 1,415 ) Equity in undistributed net income of subsidiaries 15,346 30,656 48,126 Net income $ 13,426 29,115 46,711 Condensed Statements of Cash Flows Schedule of condensed statements of cash flows For the years ended December 31, (dollars in thousands) 2023 2022 2021 Operating activities Net income $ 13,426 29,115 46,711 Adjustments to reconcile net income to cash provided by operating activities Equity in undistributed net income of subsidiaries ( 15,346 ) ( 30,656 ) ( 48,126 ) Compensation expense related to stock options and restricted stock grants 1,943 2,026 1,647 (Increase) decrease in other assets ( 125 ) - 8 Increase in accrued expenses and subordinated debentures 110 113 108 Net cash provided by operating activities 8 598 348 Investing activities Investment in subsidiaries, net ( 5,000 ) - - Net cash used for investing activities ( 5,000 ) - - Financing activities Issuance of common stock - - - Proceeds from the exercise of stock options and warrants 518 905 3,012 Net cash provided by financing activities 518 905 3,012 Net increase (decrease) in cash and cash equivalents ( 4,474 ) 1,503 3,360 Cash and cash equivalents, beginning of year 13,882 12,379 9,019 Cash and cash equivalents, end of year $ 9,408 13,882 12,379 110 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.