Securities and Exchange Commission

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

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

For the quarterly period endedSeptember 30, 2015

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

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period endedMarch 31, 2016
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

Commission file number: 0-27702

 

Bank of South Carolina Corporation

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

 

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

(IRS Employer

Identification Number)

256 Meeting Street, Charleston, SC 29401

(Address of principal executive offices)

 

(843) 724-1500

(Registrant’s telephone number)

 

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

Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Company Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filerAccelerated Filer
Non-accelerated filerSmaller reporting Company

 

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

 

As of NovemberMay 6, 20152016 there were 4,916,6004,928,507 Common Shares outstanding.

 

Bank of South Carolina Corporation and Subsidiary

Table of Contents

Page

Part I. Financial Information

 

Page
Item 1.Part I. Financial Statements (Unaudited)Information 
   
Item 1.Financial Statements (Unaudited)
Consolidated Balance Sheets – September 30, 2015March 31, 2016 and December 31, 201420153
Consolidated Statements of Income - Three months ended September 30, 2015 and 20144
Consolidated Statements of Income – NineThree months ended September 30,March 31, 2016 and 2015 and 201454
Consolidated Statements of Comprehensive Income – Three and nine months ended September 30,March 31, 2016 and 2015 and 201465
Consolidated Statements of Shareholders’ Equity- NineEquity – Three months ended September 30,March 31, 2016 and 2015 and 201476
Consolidated Statements of Cash Flows - Nine– Three months ended September 30,March 31, 2016 and 2015 and 201487
Notes to Consolidated Financial Statements98
   
Item 2.  Management'sManagement’s Discussion and Analysis of Financial 
 Condition and Results of Operations3225
 Off-Balance Sheet Arrangements4631
 Liquidity4731
 Capital Resources4832
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk4933
   
Item 4.Controls and Procedures4933
   
Part II. Other Information 
   
Item 1.  Legal Proceedings5034
Item 1A.Risk Factors5034
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds5034
Item 3.Defaults Upon Senior Securities5034
Item 4.  Removed and ReservedMine Safety Disclosure5034
Item 5.  Other Information5034
Item 6.  Exhibits5034
   
Signatures52
Signatures36
Certifications5337


Part I. Financial Information

Item 1. Financial Statements

Bank of South Carolina Corporation and Subsidiary

Consolidated Balance Sheets

 

Assets: 

(Unaudited)

September 30, 2015

 

(Audited)

December 31, 2014

     
Cash and due from banks $6,516,874  $4,698,435 
Interest bearing deposits in other banks  12,468,073   5,680,613 
Investment securities available for sale  116,001,867   113,994,112 
Mortgage loans to be sold  7,018,137   7,325,081 
Loans  241,250,253   234,117,792 
Less: Allowance for loan losses  (3,289,271)  (3,334,848)
Net loans  237,960,982   230,782,944 
Premises and equipment, net  2,297,831   2,352,423 
Other real estate owned  620,394   521,943 
Accrued interest receivable  1,118,076   1,290,380 
Other assets  556,859   579,871 
         
Total assets $384,559,093  $367,225,802 
         
Liabilities and Shareholders' Equity:        
Liabilities        
Deposits:        
Non-interest bearing demand $116,488,824  $107,072,271 
Interest bearing demand  79,865,760   79,397,647 
Money market accounts  56,659,892   47,450,210 
Time deposits over $250,000  34,121,413   32,363,615 
Other time deposits  30,297,705   29,457,720 
Other savings deposits  26,318,910   26,677,564 
Total deposits  343,752,504   322,419,027 
         
Short-term borrowings  481,141   6,980,681 
Accrued interest payable and other liabilities  1,328,087   1,066,112 
Total liabilities  345,561,732   330,465,820 
         
Shareholders’ Equity        
Common Stock - No par value;        
12,000,000 shares authorized; Shares issued 5,157,006        
at September 30, 2015 and 4,680,839 at December 31, 2014.        
Shares outstanding 4,915,610 at September 30, 2015 and        
4,461,388 at December 31, 2014.  —     —   
Additional paid in capital  36,312,008   28,779,108 
Retained earnings  3,477,121   8,640,291 
Treasury stock: 241,396 shares at September 30, 2015 and        
219,451 at December 31, 2014  (2,247,415)  (1,902,439)
Accumulated other comprehensive income,        
net of income taxes  1,455,647   1,243,022 
         
Total shareholders' equity  38,997,361   36,759,982 
         
Total liabilities and shareholders' equity $384,559,093  $367,225,802 

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 
 
 
 
(Unaudited)
March 31, 2016
 
 
(Audited)
December 31, 2015
ASSETS    
Cash and due from banks $7,622,989  $5,295,924 
Interest-bearing deposits in other bank  30,503,030   23,898,862 
Investment securities available for sale  107,353,804   119,997,585 
Mortgage loans to be sold  3,929,539   5,820,239 
Loans  253,325,633   242,622,705 
Less: Allowance for loan losses  (3,436,762)  (3,417,827)
Net loans  249,888,871   239,204,878 
Premises, equipment and leasehold improvements, net  2,265,079   2,289,228 
Other real estate owned  521,943   620,394 
Accrued interest receivable  1,040,677   1,284,063 
Other assets  568,060   761,339 
         
Total assets $403,693,992  $399,172,512 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Liabilities        
Deposits:        
Non-interest-bearing demand $119,022,680  $122,073,396 
Interest-bearing demand  96,992,732   84,977,640 
Money market accounts  63,935,267   70,233,422 
Time deposits over $250,000  24,095,180   25,896,768 
Other time deposits  28,657,047   28,871,044 
Other savings deposits  28,966,396   26,666,342 
Total deposits  361,669,302   358,718,612 
         
Accrued interest payable and other liabilities  1,694,180   1,302,188 
Total Liabilities  363,363,482   360,020,800 
         
Shareholders’ Equity        
Common Stock-No par value: 12,000,000 shares authorized; sharesissued 5,158,903 at March 31, 2016 and 5,157,996 at December 31, 2015;shares outstanding 4,917,507 at March 31, 2016 and 4,916,600 atDecember 31, 2015      
Additional paid in capital  36,372,788   36,341,744 
Retained earnings  4,621,294   4,064,834 
Treasury stock; 241,396 shares at March 31, 2016 and December 31, 2015  (2,247,415)  (2,247,415)
Accumulated other comprehensive income, net of income taxes  1,583,843   992,549 
Total shareholders’ equity  40,330,510   39,151,712 
         
Total liabilities and shareholders’ equity $403,693,992  $399,172,512 

 

See accompanying notes to consolidated financial statements


statements.

Bank of South Carolina Corporation and Subsidiary

Consolidated Statements of Income (Unaudited)

  

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

  Three Months Ended
  September 30,
  2015 2014
Interest and fee income    
Interest and fees on loans $2,975,653  $2,868,904 
Interest and dividends on investment securities  581,708   536,034 
Other interest income  12,311   14,927 
Total interest and fee income  3,569,672   3,419,865 
         
Interest expense        
Interest on deposits  101,199   104,009 
Interest on short-term borrowings  31   244 
Total interest expense  101,230   104,253 
         
Net interest income  3,468,442   3,315,612 
Provision for loan losses  7,500   12,500 
Net interest income after provision for        
loan losses  3,460,942   3,303,112 
         
Other income        
Service charges, fees and commissions  240,306   223,369 
Mortgage banking income  413,077   383,304 
Other non-interest income  8,655   8,330 
Gain on sale of other real estate owned  —     2,382 
Total other income  662,038   617,385 
         
Other expense        
Salaries and employee benefits  1,450,852   1,349,779 
Net occupancy expense  372,727   369,201 
Other operating expenses  549,163   522,998 
Total other expense  2,372,742   2,241,978 
         
Income before income tax expense  1,750,238   1,678,519 
Income tax expense  551,319   536,806 
Net income $1,198,919  $1,141,713 
         
Basic income per common share $0.24  $0.23 
Diluted income per common share $0.24  $0.23 
        
Weighted average shares outstanding        
Basic  4,915,610   4,907,203 
Diluted  5,061,685   5,020,082 
         
Cash Dividend Per Share $0.13  $0.23 

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

  Three Months Ended
  March 31,
  2016 2015
Interest and fee income    
Loans, including fees $3,034,043  $2,864,766 
Taxable securities  323,133   339,781 
Tax-exempt securities  239,314   263,181 
Other  35,575   6,874 
Total interest and fee income  3,632,065   3,474,602 
         
Interest expense        
Deposits  94,139   92,734 
Short-term borrowings     737 
Total interest expense  94,139   93,471 
         
Net interest income  3,537,926   3,381,131 
Provision for loan losses  45,000   5,000 
Net interest income after provisions for loan  3,492,926   3,376,131 
losses        
         
Other income        
Service charges, fees and commissions  260,531   237,285 
Mortgage banking income  351,873   377,146 
Other non-interest income  5,689   4,914 
Loss on sale of other real estate  (13,450)   
Gain on sale of securities  187,936   111,313 
Total other income  792,579   730,658 
         
Other expense        
Salaries and employee benefits  1,515,027   1,416,173 
Net occupancy expense  376,399   363,599 
Other operating expenses  631,272   559,282 
Total other expense  2,522,698   2,339,054 
         
Income before income tax expense  1,762,807   1,767,735 
Income tax expense  567,071   562,775 
Net income $1,195,736  $1,204,960 
         
Weighted average shares outstanding        
Basic  4,917,334   4,907,223 
Diluted  5,067,563   5,054,687 
         
Earnings per common share        
Basic income per common share $0.24  $0.25 
Diluted income per common share $0.24  $0.24 

All share and per share data have been restated to reflect a 10% stock dividend declared August 27, 2015.

See accompanying notes to consolidated financial statements


Bank of South Carolina Corporation and Subsidiary

Consolidated Statements of Income (Unaudited)

  Nine Months Ended
  September 30,
  2015 2014
Interest and fee income    
Interest and fees on loans $8,798,553  $8,392,884 
Interest and dividends on investment securities  1,770,754   1,516,239 
Other interest income  25,629   33,483 
Total interest and fee income  10,594,936   9,942,606 
         
Interest expense        
Interest on deposits  293,356   308,655 
Interest on short-term borrowings  924   244 
Total interest expense  294,280   308,899 
         
Net interest income  10,300,656   9,633,707 
Provision for loan losses  82,500   62,500 
Net interest income after provision for        
loan losses  10,218,156   9,571,207 
         
Other income        
Service charges, fees and commissions  728,799   679,806 
Mortgage banking income  1,247,813   913,646 
Other non-interest income  20,175   20,384 
Gain on sale of other real estate owned  —     2,382 
Gain on sale of securities  264,401   223,735 
Total other income  2,261,188   1,839,953 
         
Other expense        
Salaries and employee benefits  4,342,702   4,008,738 
Net occupancy expense  1,112,354   1,101,929 
Other operating expenses  1,656,198   1,624,749 
Total other expense  7,111,254   6,735,416 
         
Income before income tax expense  5,368,090   4,675,744 
Income tax expense  1,710,774   1,468,306 
Net income $3,657,316  $3,207,438 
         
Basic income per common share $0.74  $0.65 
Diluted income per common share $0.72  $0.64 
         
Weighted average shares outstanding        
Basic  4,911,142   4,907,203 
Diluted  5,062,695   5,019,905 
         
Cash Dividend Per Share $0.39  $0.49 

All share and per share data have been restated to reflect a 10% stock dividend declared August 27, 2015.

See accompanying notes to consolidated financial statementsstatements.


Bank of South Carolina Corporation and Subsidiary

Consolidated Statements of Comprehensive Income

(Unaudited)

  Three Months Ended
September 30,
  2015 2014
Net income $1,198,919  $1,141,713 
Other comprehensive income        
Unrealized gain (loss) on securities (net of tax $295,129 and $47,757, respectively)  502,516   (81,316)
Other comprehensive income (loss), net of tax  502,516   (81,316)
Total Comprehensive income $1,701,435  $1,060,397 

  

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

  Nine Months Ended
September 30,
  2015 2014
Net income $3,657,316  $3,207,438 
Other comprehensive income        
Unrealized gain on securities (net of tax $27,046 and $53,306, respectively)  379,197   231,718 
Reclassification adjustment for gains included in income (net of tax $97,829        
and $82,782, respectively)  (166,572)  (140,953)
Other comprehensive income, net of tax  212,625   90,765 
Total Comprehensive income $3,869,941  $3,298,203 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

  Three Months Ended
  March 31,
  2016 2015
Net income $1,195,736  $1,204,960 
Other comprehensive income:        
Unrealized gain on securities arising during the period  (net of tax)  709,731   682,022 
Reclassification adjustment for securities gains realized in net income  (187,936)  (111,313)
Other comprehensive income, before tax  521,795   570,709 
Income tax effect related to items of other comprehensive income  69,499   41,186 
Other comprehensive income, after tax  591,294   611,895 
Total comprehensive income $1,787,030  $1,816,855 

 

See accompanying notes to consolidated financial statements.


BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015 (UNAUDITED)

 

Bank of South Carolina Corporation and Subsidiary
Consolidated Statements of Shareholders’ Equity
For the Nine Months Ended September 30, 2015 and 2014 (Unaudited)

  Additional
Paid in
Capital
 Retained
Earnings
 Treasury
Stock
 Accumulated
Other Comprehensive Income
 Total
           
December 31, 2013 $28,678,150  $7,007,532  $(1,902,439) $955,900  $34,739,143 
  Net income  —     3,207,438   —     —     3,207,438 
  Other comprehensive                    
      income  —     —     —     90,765   90,765 
Exercise of stock                    
     options  26,050   —     —     —     26,050 
Stock-based                    
     compensation                    
     expense  55,709   —     —     —     55,709 
Cash dividends ($0.49                    
     per common share)  —     (2,186,080)  —     —     (2,186,080)
September 30, 2014 $28,759,909  $8,028,890  $(1,902,439) $1,046,665  $35,933,025 
                     
December 31, 2014 $28,779,108  $8,640,291  $(1,902,439) $1,243,022  $36,759,982 
Net income  —     3,657,316   —     —     3,657,316 
Other comprehensive                    
    income  —     —     —     212,625   212,625 
Exercise of stock
options
  113,254   —     —     —     113,254 
10% Stock dividend                    
446,597 common                    
21,945 treasury                    
at $15.72  7,360,703   (7,020,505)  (344,976)  —     (4,778)
Stock-based                    
     compensation                    
     expense  58,943   —     —     —     58,943 
Cash dividends ($0.39                    
 ��   per common share)  —     (1,799,981)  —     —     (1,799,981)
September 30, 2015 $36,312,008  $3,477,121  $(2,247,415) $1,455,647  $38,997,361 
   
ADDITIONAL
PAID IN

CAPITAL
  
 
RETAINED
EARNINGS
  
 
TREASURY
STOCK
 ACCUMULATED
OTHER

COMPREHENSIVE
INCOME
 TOTAL
December 31, 2014 $28,779,108  $8,640,291  $(1,902,439) $1,243,022  $36,759,982 
Net income     1,204,960         1,204,960 
Other comprehensive income           611,895   611,895 
Stock-based compensation expense  19,192            19,192 
Cash dividends ($0.13 per common share)     (579,981)        (579,981)
March 31, 2015 $28,798,300  $9,265,270  $(1,902,439) $1,854,917  $38,016,048 
                     
December 31, 2015 $36,341,744  $4,064,834  $(2,247,415) $992,549  $39,151,712 
Net income     1,195,736         1,195,736 
Other comprehensive income           591,294   591,294 
Exercise of stock options  12,462            12,462 
Stock-based compensation expense  18,582            18,582 
Cash dividends ($0.13 per common share)     (639,276)        (639,276)
March 31, 2016 $36,372,788  $4,621,294  $(2,247,415) $1,583,843  $40,330,510 

 

See accompanying notes to consolidated financial statements.


Bank of South Carolina Corporation and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

 

  Nine Months Ended September 30,
  2015 2014
     
Cash flows from operating activities:    
Net income $3,657,316  $3,207,438 
Adjustments to reconcile net income to net        
cash provided by operating activities:        
Depreciation  148,425   152,869 
Gain on sale of securities  (264,401)  (223,735)
Gain on sale of other real estate owned  —     (2,382)
Provision for loan losses  82,500   62,500 
Stock-based compensation expense  58,943   55,709 
Net amortization of unearned discounts        
on investments  73,622   256,679 
Origination of mortgage loans held for sale  (74,776,964)  (50,265,314)
Proceeds from sale of mortgage loans held for sale  75,083,908   48,374,207 
Decrease (increase) in accrued interest receivable        
and other assets  334,841   (161,354)
Increase in accrued interest payable        
and other liabilities  202,926   358,805 
         
Net cash provided by operating activities  4,601,116   1,815,422 
         
Cash flows from investing activities:        
Proceeds from maturities of investment securities        
available for sale  2,315,000   1,920,000 
Proceeds from sale of investment securities available for sale  15,219,799   19,529,603 
Proceeds from sale of other real estate owned  —     37,855 
Purchase of investment securities available for sale  (19,278,675)  (33,418,244)
Net increase in loans  (7,358,989)  (11,879,322)
Purchase of premises, equipment and leasehold        
improvements, net  (93,833)  (98,424)
         
Net cash used by investing activities  (9,196,698)  (23,908,532)
         
Cash flows from financing activities:        
Net increase in deposit accounts  21,333,477   24,032,780 
Net (decrease) increase in short-term borrowings  (6,499,540)  9,680,244 
Dividends paid  (1,740,932)  (1,739,616)
Cash paid for fractional shares  (4,778)  —   
Stock options exercised  113,254   26,050 
         
Net cash provided by financing activities  13,201,481   31,999,458 
         
Net increase in cash and cash equivalents  8,605,899   9,906,348 
Cash and cash equivalents at beginning of period  10,379,048   22,124,096 
         
Cash and cash equivalents at end of period $18,984,947  $32,030,444 
         
Supplemental disclosure of cash flow data:        
Cash paid during the period for:        
Interest $313,689  $329,710 
Income taxes $1,631,252  $1,232,000 
Supplemental disclosure for non-cash investing and financing activity:        
Change in dividends payable $59,049  $446,464 
Change in unrealized gain on available        
for sale securities, net of tax $212,625  $90,765 
Transfer of loans to other real estate owned $98,451  $557,416 

BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

  Three Months Ended
  March 31,
  2016 2015
Cash flows from operating activities:    
Net income $1,195,736  $1,204,960 
Adjustments to reconcile net income to net cash provided by operating activities:       
Depreciation  48,807   48,128 
Gain on sale of securities  (187,936)  (111,313)
Loss on sale of other real estate  13,450    
Provision for loan losses  45,000   5,000 
Stock-based compensation expense  18,582   19,192 
Net amortization of unearned discounts on investments  44,680   25,813 
Origination of mortgage loans held for sale  (15,696,295)  (18,927,142)
Proceeds from sale of mortgage loans held for sale  17,586,995   22,046,921 
Decrease in accrued interest receivable and other assets  277,334   138,244 
Increase in accrued interest payable and other liabilities  391,874   570,085 
Net cash provided by operating activities  3,738,227   5,019,888 
         
Cash flows from investing activities:        
Proceeds from maturities of investment securities available for sale  2,000,000   1,400,000 
Proceeds from sale of investment securities available for sale  15,629,464   10,845,887 
Purchase of investment securities available for sale  (4,091,802)  (5,111,800)
Proceeds from sale of other real estate owned  85,001    
Net increase in loans  (10,728,993)  (3,575,680)
Purchase of premises, equipment, and leasehold improvements  (24,658)  (85,607)
Net cash provided by investing activities  2,869,012   3,472,800 
         
Cash flows from financing activities:        
Net increase in deposit accounts  2,950,690   10,535,019 
Net decrease in short-term borrowings     (2,999,664)
Dividends paid  (639,158)  (579,981)
Stock options exercised  12,462    
Net cash provided by financing activities  2,323,994   6,955,374 
Net increase in cash and cash equivalents  8,931,233   15,448,062 
Cash and cash equivalents at beginning of period  29,194,786   10,379,048 
Cash and cash equivalents at end of period $38,126,019  $25,827,110 
         
Supplemental disclosure of cash flow data:        
Cash paid during the period for:        
Interest $100,926  $98,961 
Income taxes $  $ 
         
Supplemental disclosure for non-cash investing and financing activity:        
Change in unrealized gain on available for sale securities, net of tax $591,294  $611,895 
Change in dividends payable $118  $ 

See accompanying notes to consolidated financial statements.


Bank of South Carolina Notes to Consolidated Financial Statements

 

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Nature of Business and Basis of Presentation

Organization

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

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Bank of South Carolina Corporation (the “Company”) and its wholly-owned subsidiary, The Bank operates as an independent, community oriented, commercial bank providing a broad range of financial servicesSouth Carolina (the “Bank”). In consolidation, all significant intercompany balances and products. Wetransactions have four banking house locations: 256 Meeting Street, Charleston, SC, 100 North Main Street, Summerville, SC, 1337 Chuck Dawley Boulevard, Mt. Pleasant, SC and 2027 Sam Rittenberg Boulevard, Charleston, SC. We intend to open a banking office in North Charleston, SC on Highway 78 and Ingleside Boulevard in the future.been eliminated.

 

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

 

Basis of Presentation

The consolidated financial statements in this report areaccompanying unaudited except for the December 31, 2014 consolidated balance sheet. All adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for fair presentation of the interim consolidated financial statements have been includedprepared in accordance with U.S. generally accepted accounting principles, or GAAP, for the interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our Annual Report on Form 10-K, filed with the SEC on March 4, 2016. In the opinion of management, these interim financial statements present fairly, and accurately presentin all material respects, the Company’s consolidated financial position results of operations and cash flows of the Company. The results of operations for each of the three and nine months ended September 30, 2015,interim periods presented. Results of operations for interim periods are not necessarily indicative of the results whichof operations that may be expected for the entire year.a full year or any future period.

 

Accounting Estimates and Assumptions

The preparation of the consolidated financial statements are in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.reported periods. Actual results could differ significantly from these estimates and assumptions. Material estimates generally susceptible to significant change are related to the determination of the allowance for loan losses, impaired loans, other real estate owned, asset prepayment rates and other-than-temporary impairment of investment securities.

 

In preparing theseReclassification

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

Income per share

Basic income per share represents income available to shareholders divided by the weighted-average number of common shares outstanding during the period. Dilutive income per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued. The only potential common share equivalents are those related to stock options. Stock options which are anti-dilutive are excluded from the calculation of diluted net income per share. The dilutive effect of options outstanding under our stock compensation plan is reflected in diluted earnings per share by the application of the treasury stock method. Retroactive recognition has been given for the effects of all stock dividends.

Subsequent Events

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

 

Note 2: Cash

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

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

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and Cash Equivalentsservices to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for reporting periods beginning after December 15, 2017. We will apply this guidance using a modified retrospective approach. We do not expect this amendment to have a material effect on our consolidated financial statements.

Cash

In August 2015, the FASB deferred the effective date of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for reporting periods beginning after December 15, 2017. We will apply this guidance using the modified retrospective approach. We do not expect this amendment to have a material effect on our financial statements.

In June 2014, the FASB issued guidance which makes limited amendments to the guidance on accounting for certain repurchase agreements. The guidance (1) requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. The amendments became effective for the Company for the first interim or annual period beginning after December 31, 2014. We applied the guidance by making a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. This adjustment did not have a material effect on our financial statements.

In August 2014, the FASB issued guidance that is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements, management will need to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the organization’s ability to continue as a going concern within one year after the date that the financial statements are issued. This amendment will be effective for annual periods ending after December 31, 2016, and for annual and interim periods thereafter. We do not expect this amendment to have any effect on our financial statements.

In January 2015, the FASB issued guidance to eliminate from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under the new guidance, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The amendment will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We will apply the guidance prospectively. We do not expect this amendment to have a material effect on our financial statements.

In February 2015, the FASB issued guidance which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. Although the amendments are expected to result in the deconsolidation of many entities, the Company will need to reevaluate all its previous consolidation conclusions. The amendment will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted (including during an interim period), provided that the guidance is applied as of the beginning of the annual period containing the adoption date. We do not expect this amendment to have a material effect on our financial statements.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In April 2015, the FASB issued guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This update affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. The amendment will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015,with early adoption permitted. We do not expect this amendment to have a material effect on our financial statements.

In June 2015, the FASB issued amendments to clarify the Accounting Standards Codification (ASC), correct unintended application of guidance, and make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments were effective upon issuance (June 12, 2015) for amendments that do not have transition guidance. Amendments that are subject to transition guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect these amendments to have a material effect on our financial statements.

In August 2015, the FASB issued amendments to the Interest topic of the Accounting Standards Codification to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. The amendments were effective upon issuance. We do not expect these amendments to have a material effect on our financial statements.

In January 2016, the FASB amended the Financial Instruments topic of Accounting Standards Codification to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. We do not expect this amendment to have a material effect on our financial statements.

In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effect that implementation of the new standard will have on our financial position, results of operations, and cash equivalents include working cash funds, due from banks, interest-bearing deposits in other banks, items in process of collection and federal funds sold. All cash equivalents are readily convertible to cash and have maturities of less than 90 days.flows.

 

To complyIn March 2016, the FASB amended the Revenue from Contracts with Federal Reserve regulations, we are requiredCustomers topic of the Accounting Standards Codification to maintain certain average cash reserve balances. Our daily reserve requirementclarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties.The amendments will be effective for the three and nine monthCompany for reporting periods ending September 30, 2015beginning after December 15, 2017. We do not expect these amendments to have a material effect on our financial statements.

In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the threeclassification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and nine monthalso allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments will be effective for the Company for annual periods ending September 30, 2014 was satisfiedbeginning after December 15, 2016 and interim periods within those annual periods. We do not expect these amendments to have a material effect on our financial statements.

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

10 

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 3:2: Investment Securities

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

  March 31, 2016
  AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE
U.S. Treasury Notes $23,989,841  $252,503  $  $24,242,344 
Government-Sponsored Enterprises  46,018,755   897,653      46,916,408 
Municipal Securities  34,831,179   1,367,484   3,611   36,195,052 
Total $104,839,775  $2,517,640  $3,611  $107,353,804 

  December 31, 2015
  AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES ESTIMATED FAIR VALUE
U.S. Treasury Notes $34,517,996  $161,037  $45,360  $34,633,673 
Government-Sponsored Enterprises  51,136,426   281,650   133,744   51,284,332 
Municipal Securities  32,767,694   1,340,610   28,724   34,079,580 
Total $118,422,116  $1,783,297  $207,828  $119,997,585 

The following table presents the amortized cost and estimated fair value of investment securities available for sale by contractual maturity for the periods indicated:

  March 31, 2016 December 31, 2015
  AMORTIZED COST ESTIMATED FAIR VALUE AMORTIZED COST ESTIMATED FAIR VALUE
Due in one year or less $1,857,755  $1,870,311  $3,311,346  $3,326,249 
Due in one year to five years  65,340,811   66,667,079   69,870,930   70,584,179 
Due in five years to ten years  34,889,466   36,018,411   41,930,801   42,670,986 
Due in ten years and over  2,751,743   2,798,003   3,309,039   3,416,171 
Total $104,839,775  $107,353,804  $118,422,116  $119,997,585 

Securities pledged to secure deposits and repurchase agreements at March 31, 2016 and December 31, 2015, had a carrying amount of $46.5 million and $48.0 million, respectively.

The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2016 and December 31, 2015. We believe that all unrealized losses have resulted from temporary changes in the interest rate market and not as a result of credit deterioration. We do not intend to sell and it is not likely that we will be required to sell any of the securities referenced in the table below before recovery of their amortized cost.

BANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  Less Than 12 months 12 months or longer Total
Available for sale # Fair Value Unrealized Losses # Fair Value Unrealized Losses # Fair Value Unrealized Losses
As of March 31, 2016
U.S. Treasury Notes    $  $     $  $     $  $ 
Government Sponsored Enterprises                           
Municipal Securities  2   785,389   3,611            2   785,389   3,611 
Total  2  $785,389  $3,611    $  $   2  $785,389  $3,611 
                                     
As of December 31, 2015
U.S. Treasury Notes  2  $10,064,063  $45,360     $  $   2  $10,064,063  $45,360 
Government Sponsored Enterprises  2   7,475,445   38,538   1   5,002,335   95,206   3   12,477,780   133,744 
Municipal Securities  6   4,361,149   28,724            6   4,361,149   28,724 
Total  10  $21,900,657  $112,622   1  $5,002,335  $95,206   11  $26,902,992  $207,828 

We classify investments into three categories as follows: (1) Held to Maturity - debtreceived proceeds from sales of securities that we have the positive intentavailable for sale and ability to hold to maturity, which are reported 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; (2) Trading - debt and equity securities that are bought and held principally for the purpose of selling them in the near term, which are reported at fair value, with unrealizedgross realized gains and losses included in earnings;as follows:

  For the Three Months Ended
  March 31,
  2016 2015
Gross proceeds $15,629,464  $10,845,887 
Gross realized gains  187,936   111,313 
Gross realized losses      

The tax provision related to these gains was $69,499 and (3) Available for Sale - debt and equity securities that may be sold under certain conditions, which are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity, net of income taxes. Unrealized losses on securities due to fluctuations in fair value are recognized when it is determined that an other than temporary decline in value has occurred. Realized gains or losses on the sale of investments are recognized on a specific identification, trade date basis. All securities were classified as available for sale$41,186 for the three and nine months ended September 30,March 31, 2016 and 2015, and at December 31, 2014. We do not have any mortgage-backed securities nor have we ever invested in mortgage-backed securities. (See “non-interest income” for discussion on the sale of investment securities.)


respectively.

 

Bank of South Carolina Notes to Consolidated Financial Statements

BANK OF SOUTH CAROLINA CORPORATION

Note 4: Mortgage Loans to be SoldNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We originate fixed and variable rate residential mortgage loans on a service release basis in the secondary market. Loans closed but not yet settled with an investor are carried in our loans held for sale portfolio.  These loans are fixed and variable rate residential mortgage loans that have been originated in our name and have closed.  Virtually all of these loans have commitments to be purchased by investors and the majority of these loans were locked in by price with the investors on the same day or shortly thereafter that the loan was locked in with our customers.  Therefore, these loans present very little market risk.  We usually deliver to, and receive funding from, the investor within 30 to 60 days.  Commitments to sell these loans to the investor are considered derivative contracts and are sold to investors on a “best efforts" basis. We are not obligated to deliver a loan or pay a penalty if a loan is not delivered to the investor. As a result of the short-term nature of these derivative contracts, the fair value of the mortgage loans held for sale in most cases is the same as the value of the loan amount at its origination.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses are provided for in a valuation allowance by charges to operations as a component of mortgage banking income. At September 30, 2015 and December 31, 2014, we had approximately $7.0 million and $7.3 million in mortgage loans held for sale, respectively. Gains or losses on sales of loans are recognized when control over these assets has been surrendered and are included in mortgage banking income in the consolidated statements of income.

 

Note 5:3: Loans and Allowance for Loan Losses

Loans are carried at principal amounts outstanding. Loan origination fees, net

Major classifications of certain direct origination costs, areloans (net of deferred and recognized as an adjustment to yield. Interest income on all loans is recorded on an accrual basis. The accrual of interest and the amortization of net loan fees of $123,970 at March 31, 2016, and $118,188 at December 31, 2015) are generally discontinued and accrued interest amounts are reversed against interest income on loans which 1) are maintained on a cash basis because of deterioration in the financial condition of the borrower; 2) for which payment of full principal is not expected; or 3) upon which principal or interest has been in default for a period of 90 days or more. The accrual of interest, however, may continue on these loans if they are well secured, in the process of collection, and management deems it appropriate. If non-accrual loans decrease their past due status to less than 30 days for a period of six to nine months, they are reviewed individually by management to determine if they should be returned to accrual status. We define past due loans based on contractual payment and maturity dates.as follows:

 
 
 
 
March 31,
2016
 
 
December 31,
2015
Commercial Loans $52,101,572  $50,938,265 
Commercial real estate:        
Commercial real estate construction  1,160,893   1,005,118 
Commercial real estate other  121,300,195   115,736,034 
Consumer        
Consumer real estate  73,239,469   69,777,307 
Consumer other  5,523,504   5,165,981 
   253,325,633   242,622,705 
Allowance for Loan losses  (3,436,762)  (3,417,827)
Loans, net $249,888,871  $239,204,878 

 

We account for nonrefundable feeshad $104.1 million and costs associated$102.1 million of loans pledged as collateral to secure funding with originating or acquiring loans by requiring that loan origination fees be recognized over the life of the related loan as an adjustment on the loan’s yield. Deferred loan fees were $108,939Federal Reserve Bank (“FRB”) Discount Window at September 30, 2015March 31, 2016 and $89,441 at December 31, 2014. Certain direct loan origination costs shall be recognized over2015, respectively.

Our portfolio grading analysis estimates the lifecapability of the related loan as a reduction ofborrower to repay the loan’s yield.

We account for impaired loans by requiring that all loans for which it is estimated that we will be unable to collect all amounts due according to the termscontractual obligations of the loan agreement be recorded at the loan's fair value. Fair value may be determinedagreements as scheduled. Our internal credit risk grading system is based upon the present value of expected future cash flows discounted at the loan's effective interest rate, or the fair value of the collateral less cost to sell, if the loan is collateral dependent.on experience with similarly graded loans, industry best practices, and regulatory guidance.

 

Additional accounting guidance allows usOur internally assigned grades pursuant to use existing methods for recognizing interest income on an impaired loan. The guidance also requires additional disclosures about how we estimate interest income related to our impaired loans.the Board-approved lending policy are as follows:


Excellent(1) The borrowing entity has more than adequate cash flow, unquestionable strength, strong earnings and capital where applicable, and no overdrafts.
Good(2) The Borrowing entity has dependable cash flow, better than average financial condition, good capital and usually no overdrafts.
Satisfactory(3) The borrowing entity has adequate cash flow, satisfactory financial condition, explainable overdrafts (if any).
Watch(4) The borrowing entity has generally adequate, yet inconsistent cash flow, cyclical earnings, weak capital, loan to/from stockholders, and infrequent overdrafts. The borrower has consistent yet sometimes unpredictable sales and growth.
OAEM(5) The borrowing entity has marginal cash flow, occasional past dues, and frequent and unexpected working capital needs.
Substandard(6) The borrowing entity has a cash flow barely sufficient to service debt, deteriorated financial condition, bankruptcy possible. The borrowing entity has declining sales, rising costs, and may need to look for secondary source of repayment.
Doubtful(7) The borrowing entity has negative cash flow. Survival of the business is at risk, full repayment is unlikely, and there are frequent and unexplained overdrafts. The borrowing entity shows declining trends and no operating profits.

 

Bank of South Carolina Notes to Consolidated Financial StatementsBANK OF SOUTH CAROLINA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

When the ultimate collectability of an impaired loan's principal is in doubt, wholly or partially, all cash receipts are applied to principal. Once the recorded principal balance has been reduced to zero, future cash receipts are applied to interest income, to the extent that any interest has been foregone. Further cash receipts are recorded as recoveries of any amounts previously charged off. When this doubt does not exist, cash receipts are applied under the contractual terms of the loan agreement first to interest income and then to principal.

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

 

A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). For this type of impaired loan, cash receipts are typically applied to principal and interest receivable in accordance with the terms of the restructured loan agreement. Interest income is recognized on these loans using the accrual method of accounting, provided they are performing in accordance with their restructured terms.

We believe that the allowance is adequate to absorb inherent losses in the loan portfolio; however, assessing the adequacy of the allowance is a process that requires considerable judgment. Our judgments are based on numerous assumptions about current events which we believe to be reasonable, but which may or may not be valid. Thus there can be no assurance that loan losses in future periods will not exceed the current allowance amount or that future increases in the allowance will not be required. No assurance can be given that our ongoing evaluation of the loan portfolio, in light of changing economic conditions and other relevant circumstances, will not require significant future additions to the allowance, thus adversely affecting our operating results.

The allowance is also subject to examination by regulatory agencies, which may consider such factors as the methodology used to determine adequacy and the size of the allowance relative to that of peer institutions and other adequacy tests. In addition, such regulatory agencies could require us to adjust our allowance based on information available to us at the time of our examination.

The methodology used to determine the reserve for unfunded lending commitments, which is included in other liabilities, is inherently similar to the methodology used to determine the allowance for loan losses adjusted for factors specific to binding commitments, including the probability of funding and historical loss ratio.

The following is a summary of the non-accrual loans as of September 30, 2015 and December 31, 2014.

September 30, 2015
Loans Receivable on Non-Accrual
Commercial $—   
Commercial Real Estate:    
Commercial Real Estate - Construction  —   
Commercial  Real Estate - Other  1,400,600 
Consumer:    
Consumer  Real Estate  82,015 
Consumer - Other  —   
Total $1,482,615 

December 31, 2014
Loans Receivable on Non-Accrual
Commercial $—   
Commercial Real Estate:    
Commercial Real Estate - Construction  —   
Commercial Real Estate - Other  882,413 
Consumer:    
Consumer Real Estate  —   
Consumer - Other  —   
Total $882,413 

Bank of South Carolina Notes to Consolidated Financial Statements

The following is a schedule of our delinquent loans, excluding mortgage loans held for sale, as of September 30, 2015 and December 31, 2014.

September 30, 2015
  30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Total Past Due Current Total Loans Receivable Recorded Investment > 90 Days and Accruing
Commercial $4,640   1,065,264   —     1,069,904   47,010,005   48,079,909   —   
Commercial Real Estate:                            
Commercial Real Estate -Construction  —     —     —     —     1,371,523   1,371,523   —   
Commercial Real Estate -Other  187,359   696,206   685,271   1,568,836   118,209,088   119,777,924   89,500 
Consumer:                            
Consumer- Real Estate  53,989   —     82,015   136,004   67,184,285   67,320,289   —   
Consumer-Other  7,803   1,735   —     9,538   4,691,070   4,700,608   —   
Total $253,792   1,763,204   767,286   2,784,282   238,465,971   241,250,253   89,500 

December 31, 2014
  30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Total Past Due Current Total Loans Receivable Recorded Investment > 90 Days and Accruing
Commercial $557,608   2,474   —     560,082   49,339,495   49,899,577   —   
Commercial Real Estate:                            
Commercial Real Estate -Construction  —     —     —     —     1,511,702   1,511,702   —   
Commercial Real Estate -Other  229,607   589,705   1,665,673   2,484,985   113,254,697   115,739,682   1,274,119 
Consumer:                            
Consumer- Real Estate  —     —     —     —     62,054,983   62,054,983   —   
Consumer-Other  17,468   —     —     17,468   4,894,380   4,911,848   —   
Total $804,683   592,179   1,665,673   3,062,535   231,055,257   234,117,792   1,274,119 

We grant short to intermediate term commercial and consumer loans to customers throughout our primary market area of Charleston, Berkeley and Dorchester Counties of South Carolina. Our primary market area is heavily dependent on tourism and medical services. Although we have a diversified loan portfolio, a substantial portion of our debtors' ability to honor their contracts is dependent upon the stability of the economic environment in their primary markets including the government, tourism and medical industries. The majority of the loan portfolio is located in our immediate market area with a concentration in Real Estate Related, Offices and Clinics of Medical Doctors, Real Estate Agents and Managers, and Legal Services.


Bank of South Carolina Notes to Consolidated Financial Statements

As of September 30, 2015 and December 31, 2014, loans individually evaluated and considered impaired are presented in the following table:

Impaired and Restructured Loans

For September 30, 2015

With no related allowance recorded: Unpaid
Principal
Balance
 Recorded
Investment
 Related
Allowance
Commercial $719,343  $719,343  $—   
Commercial Real Estate  2,670,690   2,670,690   —   
Consumer Real Estate  450,053   450,053   —   
Consumer Other  6,613   6,613   —   
             
Total  3,846,699   3,846,699   —   
             
With an allowance recorded:            
Commercial  956,983   956,983   507,152 
Commercial Real Estate  1,249,419   1,249,419   198,681 
Consumer Real Estate  911,450   911,450   392,618 
Consumer Other  97,171   97,171   97,171 
             
Total  3,215,023   3,215,023   1,195,622 
Grand Total $7,061,722  $7,061,722  $1,195,622 

Impaired and Restructured Loans

As of December 31, 2014

With no related allowance recorded: Unpaid
Principal
Balance
 Recorded
Investment
 Related
Allowance
Commercial $634,865  $634,865  $—   
Commercial Real Estate  3,349,844   3,349,844   —   
Consumer Real Estate  351,140   351,140   —   
Consumer Other  —     —     —   
             
Total  4,335,849   4,335,849   —   
             
With an allowance recorded:            
Commercial  1,157,560   1,157,560   784,561 
Commercial Real Estate  846,008   846,008   209,189 
Consumer Real Estate  672,163   672,163   250,590 
Consumer Other  39,547   39,547   39,547 
             
Total  2,715,278   2,715,278   1,283,887 
Grand Total $7,051,127  $7,051,127  $1,283,887 

Bank of South Carolina Notes to Consolidated Financial Statements

The following table presents by class, information related to the average recorded investment and interest income recognized on impaired loans for the three and nine months ended September 30, 2015 and 2014, respectively.

Average Recorded Investment and Interest Income

Impaired and Restructured Loans

For the Three Months Ended

  September 30, 2015 September 30, 2014
With no related allowance recorded: Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest
Income Recognized
Commercial $736,376  $11,289  $591,490  $12,344 
Commercial
Real Estate
  2,689,602   37,625   3,212,538   40,197 
Consumer
Real Estate
  450,053   4,559   351,712   2,576 
Consumer
Other
  6,930   146   —     —   
                 
Total  3,882,961   53,619   4,155,740   55,117 
                 
With an allowance recorded:                
 Commercial  989,914   11,865   1,270,229   14,578 
Commercial
Real Estate
  1,253,113   14,333   1,794,000   21,349 
Consumer
Real Estate
  914,480   10,495   681,958   10,726 
Consumer
Other
  98,486   1,415   39,996   419 
                 
Total  3,255,993   38,108   3,786,183   47,072 
Grand Total $7,138,954  $91,727  $7,941,923  $102,189 

Bank of South Carolina Notes to Consolidated Financial Statements

Average Recorded Investment and Interest Income

Impaired and Restructured Loans

For the Nine months Ended

  September 30, 2015 September 30, 2014
With no related allowance recorded: Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest
Income Recognized
Commercial $763,464  $33,861  $603,268  $34,784 
Commercial
Real Estate
  2,646,960   111,164   3,298,665   100,952 
Consumer
Real Estate
  450,053   14,009   351,775   8,102 
Consumer
Other
  7,139   224   —     —   
                 
Total  3,867,616   159,258   4,253,708   143,838 
                 
With an allowance recorded:                
 Commercial  1,026,875   37,673   1,320,051   42,558 
Commercial
Real Estate
  1,254,696   43,702   1,803,242   61,062 
Consumer
Real Estate
  920,347   29,772   691,169   26,365 
Consumer
Other
  100,889   4,462   42,114   1,528 
                 
Total  3,302,807   115,609   3,856,576   131,513 
Grand Total $7,170,423  $274,867  $8,110,284  $275,351 

The following table illustrates credit risks by category and internally assigned grades at September 30, 2015March 31, 2016 and December 31, 2014.2015. “Pass” includes loans internally graded as excellent, good and satisfactory.

 

September 30, 2015
  Commercial Commercial
Real Estate
Construction
 Commercial
Real Estate
Other
 Consumer
Real Estate
 Consumer
Other
 Total
             
 Pass  $43,993,347  $935,506  $113,436,081  $63,862,429  $4,313,261  $226,540,624 
 Watch   1,033,532   436,017   1,221,544   1,992,556   254,295   4,937,944 
 OAEM   1,376,704   —     1,200,190   103,801   29,268   2,709,963 
 Sub-Standard   1,676,326   —     3,920,109   1,361,503   103,784   7,061,722 
 Doubtful   —     —     —     —     —     —   
 Loss   —     —     —     —     —     —   
                           
 Total  $48,079,909  $1,371,523  $119,777,924  $67,320,289  $4,700,608  $241,250,253 

Bank of South Carolina Notes to Consolidated Financial Statements

  March 31, 2016
  Commercial Commercial Real Estate Construction Commercial Real Estate Other Consumer Real Estate Consumer Other Total
Pass $48,126,073  $730,876  $115,601,053  $69,362,054  $5,262,539  $239,082,595 
Watch  1,010,043   430,017   926,678   2,471,241   133,234   4,971,213 
OAEM  1,191,770      1,154,784   733,461   24,574   3,104,589 
Substandard  1,773,686      3,617,680   672,713   103,157   6,167,236 
Doubtful                  
Loss                  
Total $52,101,572  $1,160,893  $121,300,195  $73,239,469  $5,523,504  $253,325,633 

 

December 31, 2014
  Commercial Commercial
Real Estate
Construction
 Commercial
Real Estate
Other
 Consumer
Real Estate
 Consumer
Other
 Total
             
 Pass  $45,154,058  $1,062,185  $108,568,274  $58,744,677  $4,512,912  $218,042,106 
 Watch   2,401,715   —     1,697,883   1,818,923   276,557   6,195,078 
 OAEM   551,380   449,517   1,378,436   467,482   82,832   2,929,647 
 Sub-Standard   1,792,424   —     4,095,089   1,023,901   39,547   6,950,961 
 Doubtful   —     —     —     —     —     —   
 Loss   —     —     —     —     —     —   
                           
 Total  $49,899,577  $1,511,702  $115,739,682  $62,054,983  $4,911,848  $234,117,792 

  December 31, 2015
  Commercial Commercial Real Estate Construction Commercial Real Estate Other Consumer Real Estate Consumer Other Total
Pass $46,865,088  $572,101  $110,040,948  $65,941,806  $4,857,576  $228,277,519 
Watch  1,096,200   433,017   940,073   2,490,339   175,489   5,135,118 
OAEM  1,337,002      1,203,518   99,743   26,961   2,667,224 
Substandard  1,639,975      3,551,495   1,245,419   105,955   6,542,844 
Doubtful                  
Loss                  
Total $50,938,265  $1,005,118  $115,736,034  $69,777,307  $5,165,981  $242,622,705 

 

The following tables include an aging analysis of the recorded investment of past-due financing receivable by class:

  March 31, 2016
  30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Total Past Due Current Total Loans Receivable Recorded Investment
> 90 Days and Accuring Interest
Commercial Loans $39,664  $1,054,310    $1,093,974  $51,007,598  $52,101,572  $ 
Commercial real estate:                            
Commercial real estate construction              1,160,893   1,160,893    
Commercial real estate other     986,887   1,817,056   2,803,943   118,496,252   121,300,195    
Consumer                            
Consumer real estate        150,255   150,255   73,089,214   73,239,469    
Consumer other     12,176   2,448   14,624   5,508,880   5,523,504    
Total $39,664  $2,053,373  $1,969,759  $4,062,796  $249,262,837  $253,325,633  $ 

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  December 31, 2015
  30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Total Past Due Current Total Loans Receivable Recorded Investment
> 90 Days and Accuring Interest
Commercial Loans $1,162,676  $250,370  $4,317  $1,417,363  $49,520,902  $50,938,265  $ 
Commercial real estate:                            
Commercial real estate construction              1,005,118   1,005,118    
Commercial real estate other  91,607   1,215,473   1,152,774   2,459,854   113,276,180   115,736,034    
Consumer                            
Consumer real estate  68,240   249,754   82,015   400,009   69,377,298   69,777,307    
Consumer other  69,333   58,116   6,056   133,505   5,032,476   5,165,981   1,606 
Total $1,391,856  $1,773,713  $1,245,162  $4,410,731  $238,211,974  $242,622,705  $1,606 

There were no loans at March 31, 2016 and one loan at December 31, 2015, over 90 days past due and still accruing interest. The following table setssummarizes the balances of non-accrual loans:

  Loans Receivable on Non-Accrual
For the Period Ending
  March 31, 2016 December 31, 2015
Commercial Loans $3,862  $4,317 
Commercial real estate:        
Commercial real estate construction      
Commercial real estate other  2,453,166   1,970,306 
Consumer        
Consumer real estate  150,255   82,015 
Consumer other  4,857   4,450 
Total $2,612,140  $2,061,088 

The following tables set forth the changes in the allowance for loan losses and an allocation of the allowance by loan category for the three and nine months ended September 30, 2015March 31, 2016 and for the three and nine months ended September 30, 2014 and at DecemberMarch 31, 2014. The allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in our judgment, should be charged-off.2015. The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-impaired loans and is based on historical loss experience adjusted for current economic factors described above.

For the Three Months Ended
September 30, 2015
  Commercial Commercial
Real Estate
 Consumer
Real Estate
 Consumer
Other
 Total
Allowance for Loan Losses          
Beginning Balance June 30, 2015 $1,044,329   1,186,043   957,447   219,939   3,407,758 
Charge-offs  (99,737)  (34,252)  (6,075)  (19,274)  (159,338)
Recoveries  —     17,000   6,075   10,276   33,351 
Provisions  3,450   100,935   (46,204)  (50,681)  7,500 
Ending Balance  948,042   1,269,726   911,243   160,260   3,289,271 

Bank of South Carolina Notes to Consolidated Financial Statements

As of and for the Nine Months Ended
September 30, 2015
  Commercial Commercial
Real Estate
 Consumer
Real Estate
 Consumer
Other
 Total
Allowance for Loan Losses          
Beginning Balance December 31, 2014 $1,211,130  $1,112,387  $906,255  $105,076  $3,334,848 
Charge-offs  (99,737)  (55,252)  (6,075)  (40,007)  (201,071)
Recoveries  9,164   47,000   6,075   10,755   72,994 
Provisions  (172,515)  165,591   4,988   84,436   82,500 
Ending Balance  948,042   1,269,726   911,243   160,260   3,289,271 
Allowance for  Loan Losses Ending Balances:                    
Individually evaluated for impairment  507,152   198,681   392,618   97,171   1,195,622 
Collectively evaluated for impairment  440,890   1,071,045   518,625   63,089   2,093,649 
Investment in Loans Ending Balance:                    
Individually evaluated for impairment  1,676,326   3,920,109   1,361,503   103,784   7,061,722 
Collectively evaluated for impairment $46,403,583  $117,229,338  $65,958,786  $4,596,824  $234,188,531 

For the Three Months Ended
September 30, 2014
  Commercial Commercial
Real Estate
 Consumer
Real Estate
 Consumer
Other
 Total
Allowance for Loan Losses          
Beginning Balance June 30, 2014 $1,277,246  $1,317,450  $696,661  $88,451  $3,379,808 
Charge-offs  —     (15,834)  —     (3,004)  (18,838)
Recoveries  —     12,000   —     206   12,206 
Provisions  (23,077)  (25,135)  44,219   16,493   12,500 
Ending Balance  1,254,169   1,288,481   740,880   102,146   3,385,676 

factors.

 

Bank of South Carolina Notes to Consolidated Financial Statements

  March 31, 2016
  Commercial Commercial Real Estate Construction Commercial Real Estate Other Consumer Real Estate Consumer Other Total
Beginning Balance $896,854  $59,861  $1,345,094  $941,470  $174,548  $3,417,827 
Charge-offs  (33,045)  —    —    —    (1,050)  (34,095)
Recoveries  1,284   —    6,000   —    746   8,030 
Provision  635,557   (15,593)  (242,391)  (328,228)  (4,345)  45,000 
Ending Balance $1,500,650  $44,268  $1,108,703  $613,242  $169,899  $3,436,762 

 

As of and for the Nine Months Ended
September 30, 2014
  Commercial Commercial
Real Estate
 Consumer
Real Estate
 Consumer
Other
 Total
Allowance for Loan Losses          
Beginning Balance December 31, 2013 $1,448,804  $1,064,363  $694,950  $84,160  $3,292,277 
Charge-offs  —     (19,787)  —     (7,133)  (26,920)
Recoveries  —     31,100   —     26,719   57,819 
Provisions  (194,635)  212,805   45,930   (1,600)  62,500 
Ending Balance  1,254,169   1,288,451   740,880   102,146   3,385,676 
Allowance for  Loan Losses Ending Balances:                    
Individually evaluated for impairment  872,728   470,189   151,431   39,547   1,533,895 
Collectively evaluated for impairment  381,441   738,704   589,449   62,599   1,851,781 
Investment in Loans Ending Balance:                    
Individually evaluated for impairment  2,224,613   4,600,806   1,031,280   39,547   7,896,246 
Collectively evaluated for impairment $46,495,983  $110,560,553  $59,724,271  $4,996,056  $221,776,863 

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

  March 31, 2015
  Commercial Commercial Real Estate Construction Commercial Real Estate Other Consumer Real Estate Consumer Other Total
Beginning Balance $1,211,130  $42,904  $1,112,387  $863,351  $105,076  $3,334,848 
Charge-offs        (21,000)        (21,000)
Recoveries        15,000      240   15,240 
Provision  (110,328)  1,792   85,335   (12,093)  40,294   5,000 
Ending Balance $1,100,802  $44,696  $1,191,722  $851,258  $145,610  $3,334,088 

Bank

The following tables present, by portfolio segment and reserving methodology, the allocation of South Carolina Notes to Consolidated Financial Statementsthe allowance for loan losses and the gross investment in loans.

  March 31, 2016
  Commercial Commercial Real Estate Construction Commercial Real Estate Other Consumer Real Esate Consumer Other Total
Allowance for Loan Losses            
Individually evaluated for impairment $1,103,564  $  $338,142  $150,545  $103,157  $1,695,408 
Collectively evaluated for impairment  397,086   44,268   770,561   462,697   66,742   1,741,354 
Total Allowance for Losses $1,500,650  $44,268  $1,108,703  $613,242  $169,899  $3,436,762 
                         
Loan Receivable                        
Individually evaluated for impairment $1,773,687  $  $4,020,095  $604,472  $171,397  $6,569,651 
Collectively evaluated for impairment  50,327,885   1,160,893   117,280,100   72,634,997   5,352,107   246,755,982 
Total Loans Receivable $52,101,572  $1,160,893  $121,300,195  $73,239,469  $5,523,504  $253,325,633 

  December 31, 2015
  Commercial Commercial Real Estate Construction Commercial Real Estate Other Consumer Real Esate Consumer Other Total
Allowance for Loan Losses            
Individually evaluated for impairment $387,979  $  $253,105  $342,320  $100,103  $1,083,507 
Collectively evaluated for impairment  508,875   59,861   1,091,989   599,150   74,445   2,334,320 
Total Allowance for Losses $896,854  $59,861  $1,345,094  $941,470  $174,548  $3,417,827 
                         
Loan Receivable                        
Individually evaluated for impairment $1,639,974  $  $3,551,495  $1,245,419  $105,819  $6,542,707 
Collectively evaluated for impairment  49,298,291   1,005,118   112,184,539   68,531,888   5,060,162   236,079,998 
Total Loans Receivable $50,938,265  $1,005,118  $115,736,034  $69,777,307  $5,165,981  $242,622,705 

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2016 and December 31, 2015, loans individually evaluated and considered impaired are presented in the following table:

  Impaired and Restructured Loans
As of
  March 31, 2016 December 31, 2015
  Unpaid Principal Balance Recorded Investment Related Allowance Unpaid Principal Balance Recorded Investment Related Allowance
With no related allowance recorded:            
Commercial $670,123  $670,123  $  $692,831  $692,831  $ 
Commercial Real Estate Construction                  
Commercial Real Estate Other  2,686,274   2,686,274      2,476,018   2,476,018    
Consumer Real Estate  450,402   450,402      450,402   450,402    
Consumer Other  68,240   68,240      5,715   5,715    
  $3,875,039  $3,875,039  $  $3,624,966  $3,624,966  $ 
                         
With an allowance recorded:                        
Commercial $1,103,564  $1,103,564  $1,103,564  $947,143  $947,143  $387,979 
Commercial Real Estate Construction                  
Commercial Real Estate Other  1,333,821   1,333,821   338,142   1,075,477   1,075,477   253,105 
Consumer Real Estate  154,070   154,070   150,545   795,017   795,017   342,320 
Consumer Other  103,157   103,157   103,157   100,104   100,104   100,103 
  $2,694,612  $2,694,612  $1,695,408  $2,917,741  $2,917,741  $1,083,507 
Total                        
Commercial $1,773,687  $1,773,687  $1,103,564  $1,639,974  $1,639,974  $387,979 
Commercial Real Estate Construction                  
Commercial Real Estate Other  4,020,095   4,020,095   338,142   3,551,495   3,551,495   253,105 
Consumer Real Estate  604,472   604,472   150,545   1,245,419   1,245,419   342,320 
Consumer Other  171,397   171,397   103,157   105,819   105,819   100,103 
  $6,569,651  $6,569,651  $1,695,408  $6,542,707  $6,542,707  $1,083,507 

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

  Three Months Ended
  March 31, 2016 March 31, 2015
  Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
With no related allowance recorded:                
Commercial $1,106,771  $16,647  $784,435  $11,992 
Commercial Real Estate Construction            
Commercial Real Estate Other  1,334,158   6,705   3,290,380   42,894 
Consumer Real Estate  154,105   1,119   522,468   5,385 
Consumer Other  106,011   2,374       
  $2,701,045  $26,845  $4,597,283  $60,271 
With an allowance recorded:                
Commercial $682,992  $11,033  $1,176,492  $13,207 
Commercial Real Estate Construction            
Commercial Real Estate Other  2,650,492   29,127   1,111,464   12,938 
Consumer Real Estate  450,403   6,742   748,701   5,431 
Consumer Other  68,240      88,346   1,400 
  $3,852,127  $46,902  $3,125,003  $32,976 
Total                
Commercial $1,789,763  $27,680  $1,960,927  $25,199 
Commercial Real Estate Construction            
Commercial Real Estate Other  3,984,650   35,832   4,401,844   55,832 
Consumer Real Estate  604,508   7,861   1,271,169   10,816 
Consumer Other  174,251   2,374   88,346   1,400 
  $6,553,172  $73,747  $7,722,286  $93,247 

 

TDR’sRestructured loans (loans, still accruing interest, which have been renegotiated at below-market interest rates or for which other concessions have been granted) were $433,743$451,264 (3 loans) and $466,541$458,268 (3 loans) at September 30, 2015March 31, 2016 and December 31, 2014,2015, respectively. Restructured loans were granted extended payment terms with no principal reduction. All restructured loans were renegotiated to allow multiple principal extensions and were performing as agreed as of September 30, 2015March 31, 2016 and December 31, 2014,2015, respectively.

There were no additional loans identified as a TDRtroubled debt restructuring (“TDR”) during the nine months ended September 30, 2015. There were no loans identified as a TDR that were in default as of September 30, 2015 or as of December 31, 2014.

Note 6: Premises, Equipment and Leasehold Improvements and Depreciation

Buildings and equipment are carried at cost less accumulated depreciation, calculated on the straight-line method over the estimated useful life of the related assets - 40 years for buildings and 3 to 15 years for equipment. Amortization of leasehold improvements is recorded using the straight-line method over the lesser of the estimated useful life of the asset or the term of the lease. Maintenance and repairs are charged to operating expenses as incurred.

Note 7: Concentration of Credit Risk

Our primary market consists of the Counties of Berkeley, Charleston and Dorchester, South Carolina. At September 30, 2015 and December 31, 2014, the majority of the total loan portfolio, as well as a substantial portion of the commercial and real estate loan portfolios, were to borrowers within this region. No other areas of significant concentration of credit risk have been identified.


Bank of South Carolina Notes to Consolidated Financial Statements

Note 8: Other Real Estate Owned

Other real estate owned (“OREO”) is carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral, or our estimation of the value of the collateral. Gains and losses on the sale of OREO and subsequent write-downs from periodic re-evaluation are charged to Other Operating Income. We had two properties valued at $620,394 classified as OREO at September 30, 2015 and one property valued at $521,943 at December 31, 2014. A property valued at $35,473 classified as OREO sold at a gain of $2,382 during the year ended December 31, 2014.

The following table summarizes the activity in OREO at September 30, 2015 and December 31, 2014.

  September 30, December 31,
  2015 2014
 Balance, beginning of period  $521,943  $—   
 Additions-foreclosure   98,451   557,416 
 Sales   —     35,473 
 Write-downs   —     —   
 Balance, end of period  $620,394  $521,943 

Note 9: Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Net deferred tax assets are included in other assets in the consolidated balance sheet.

Accounting standards require the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. These standards also prescribe a recognition threshold and measurement of a tax position taken or expected to be taken in an enterprise’s tax return. We believe that we had no uncertain tax positions as of September 30, 2015 or December 31, 2014.

Note 10: Stock Based Compensation

The shareholders of the Company voted at the Company’s Annual Meeting, April 13, 2010 to approve the 2010 Omnibus Stock Incentive Plan, including 363,000 shares (adjusted for a 10% stock dividend declared on August 26, 2010 and a 10% stock dividend declared on August 27, 2015) reserved under the plan (copy of the plan was filed with 2010 Proxy Statement). This plan is intended to assist the Company in recruiting and retaining employees with ability and initiative by enabling employees to participate in its future success and to align their interest with those of the Company and its shareholders. Under the Omnibus Stock Incentive Plan, options are periodically granted to employees at a price not less than 100% of the fair market value of the shares at the date of the grant. All employees are eligible to participate in this plan if the Executive Committee, in its sole discretion, determines that such person has contributed or can be expected to contribute to the profits or growth of the Company or its subsidiary. Options may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Executive Committee shall determine. The maximum period in which an option may be exercised is determined at the date of grant and shall not exceed 10 years from the date of grant.

The options are not transferable except by will or by the laws of descent and distribution.

On April 23, 2015, the Executive Committee granted options to purchase an aggregate of 20,350 shares to nine employees. Fair value was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield 4.13%, historical volatility 19.62%, risk free interest rate of 1.96%. In addition, the Executive Committee granted options to purchase 3,300 shares to an employee on June 29, 2015. Fair value was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield 4.13%, historical volatility 19.62%, risk free interest rate of 1.96%.


Bank of South Carolina Notes to Consolidated Financial Statements

On July 24, 2014, the Executive Committee granted options to purchase an aggregate of 11,000 shares to twelve employees. Fair value was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield 3.74%, historical volatility 31.69%, risk free interest rate of 2.52% and an expected life of 10 years.

On April 14, 1998, the Company adopted the 1998 Omnibus Stock Incentive Plan which expired on April 14, 2008. Options can no longer be granted under the 1998 Plan. Options granted before April 14, 2008, shall remain valid in accordance with their terms. There are currently options to purchase 19,017 shares outstanding under this plan with options to purchase 13,209 shares exercisable.

All of the above shares subject to options have been adjusted to reflect a 10% stock dividend declared on August 27, 2015.

Under both plans, employees become 20% vested after five years and vest 20% each year until fully vested. The right to exercise each such 20% of the options is cumulative and will not expire until the tenth anniversary of the date of the grant.

The following is a summary of the activity under the 1998 and 2010 Omnibus Stock Incentive Plan for the three and nine months ended September 30, 2015 and for the three and nine months ended September 30, 2014.

Three Months Ended September 30, 2015  Options   Weighted Average Exercise Price 
         
Balance at July 1, 2015  187,042  $10.84 
Forfeited  (1,925)  13.49 
Balance at September 30, 2015  185,117   10.81 
         
Nine months Ended September 30, 2015  Options   Weighted Average Exercise Price 
         
Balance at January 1, 2015  176,181  $10.48 
Forfeited  (6,326)  11.88 
Exercised  (8,388)  13.51 
Granted  23,650   14.48 
Balance at September 30, 2015  185,117   10.81 
         
Three months Ended September 30, 2014  Options   Weighted Average Exercise Price 
         
Balance at July 1, 2014  168,206  $10.03 
Granted  11,000   13.49 
Forfeited  (1,375)  11.67 
Balance at September 30, 2014  177,831   10.23 
         
Nine months Ended September 30, 2014  Options   Weighted Average Exercise Price 
         
Balance at January 1, 2014  175,081  $10.03 
Granted  11,000   13.49 
Forfeited  (5,500)  10.73 
Exercised  (2,750)  9.47 
Balance at September 30, 2014  177,831   10.23 
         
         
Options exercisable at September 30, 2015  13,209  $13.41 

All shares and exercise prices per share have been adjusted to reflect a 10% stock dividend declared on August 27, 2015.


Bank of South Carolina Notes to Consolidated Financial Statements

Note 11: Income Per Common Share

Basic income per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share are computed by dividing net income by the weighted-average number of common shares and potential common shares outstanding. Potential common shares consist of dilutive stock options determined using the treasury stock method and the average market price of common stock.

The following table is a summary of dividends declared during the nine months ended September 30, 2015 and the nine months ended September 30, 2014.

Quarterly DividendDate DeclaredDate of RecordDate Payable
$.13March 26, 2015April 7, 2015April 30, 2015
$.13June 25, 2015July 6, 2015July 31, 2015
$.13September 24, 2015October 5, 2015October 30, 2015

Quarterly DividendDate DeclaredDate of RecordDate Payable
$.13March 27, 2014April 8, 2014April 30, 2014
$.13June 26, 2014July 7, 2014July 31, 2014
$.13September 25, 2014October 8, 2014October 31, 2014
Special $.10September 25, 2014October 8, 2014October 31, 2014

Income per common share for the three and nine months ended September 30, 2015 and for the three and nine months ended September 30, 2014 was calculated as follows:

All shares have been adjusted to reflect a 10% stock dividend declared August 27, 2015.

  For The Three Months Ended September 30, 2015
  Income
(Numerator)
 Shares
Weighted
Average
(Denominator)
 Per Share
Amount
       
Net income $1,198,919         
             
Basic income available to
common shareholders
 $1,198,919   4,915,610  $.24 
             
Effect of dilutive options      146,075     
             
Diluted income available to common
shareholders
 $1,198,919   5,061,685  $.24 

  For The Nine Months Ended September 30, 2015
  Income
(Numerator)
 Shares
Weighted
Average
(Denominator)
 Per Share
Amount
       
Net income $3,657,316         
             
Basic income available to
common shareholders
 $3,657,316   4,911,142  $.74 
             
Effect of dilutive options      151,553     
             
Diluted income available to common
shareholders
 $3,657,316   5,062,695  $.72 


Bank of South Carolina Notes to Consolidated Financial Statements

  For The Three Months Ended September 30, 2014
  Income
(Numerator)
 Shares
Weighted
Average
(Denominator)
 Per Share
Amount
       
Net income $1,141,713         
             
Basic income available to
common shareholders
 $1,141,713   4,907,203  $.23 
             
Effect of dilutive options      112,879     
             
Diluted income available to common
shareholders
 $1,141,713   5,020,082  $.23 

  For The Nine Months Ended September 30, 2014
  Income
(Numerator)
 Shares
Weighted
Average
(Denominator)
 Per Share
Amount
       
Net income $3,207,438         
             
Basic income available to
common shareholders
 $3,207,438   4,907,203  $.65 
             
Effect of dilutive options      112,702     
             
Diluted income available to common
shareholders
 $3,207,438   5,019,905  $.64 

The future payment of cash dividends is subject to the discretion of the Board of Directors and depends upon a number of factors, including future earnings, financial condition, cash requirements, and general business conditions. Cash dividends when declared, are paid by the Bank to the Company for distribution to shareholders of the Company. The Bank’s ability to pay dividends to the Company is restricted by the laws and regulations of the State of South Carolina. Generally, these restrictions allow the Bank to pay dividends from current earnings without the prior written consent of the South Carolina Commissioner of Banking, if it received a satisfactory rating at its most recent examination.

Note 12: Comprehensive Income

We apply accounting standardswhich establish guidance for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income consists of net income and net unrealized gains or losses on available for sale securities.

Comprehensive income totaled $1,701,435 and $1,060,397 for the three months ended September 30, 2015 and 2014, respectively and $3,869,941 and $3,298,203 forMarch 31, 2016 or 2015. No TDRs defaulted during the ninethree months ended September 30,March 31, 2016 and 2015, and 2014, respectively.which were modified within the previous twelve months.

 

Note 13: Segment Information

We report operating segments in accordance with accounting standards. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Financial Officer/Executive Vice President in deciding how to allocate resources and assess performance. Accounting standards require that a public enterprise report a measure of segment profit or loss, certain specific revenue and expense items, segment assets, information about the way that the operating segments were determined and other items. The Company has one reporting segment, The Bank of South Carolina.


Bank of South Carolina Notes to Consolidated Financial Statements

Note 14: Derivative Instruments

Accounting standards require that all derivative instruments be recorded on the balance sheet at fair value. The accounting for the gain or loss due to change in fair value of the derivative instrument depends on whether the derivative instrument qualifies as a hedge. If the derivative does not qualify as a hedge, the gains or losses are reported in earnings when they occur. However, if the derivative instrument qualifies as a hedge, the accounting varies based on the type of risk being hedged.

We had no embedded derivative instruments requiring separate accounting treatment. We had freestanding derivative instruments consisting of fixed rate conforming loan commitments as interest rate locks and commitments to sell fixed rate conforming loans on a best efforts basis. We do not currently engage in hedging activities. Based on short term fair value of the mortgage loans held for sale (derivative contract), our derivative instruments were immaterial to our consolidated financial statements as of September 30, 2015 and September 30, 2014.

Note 15:4: Disclosure Regarding Fair Value Measurementsof Financial Statements

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

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value hierarchy that prioritizesgives the usehighest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs used in valuation methodologies.

The three levels of input that may be used to measure fair value are the following:as follows:

 

Level 11: valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.
ValuationLevel 2: valuation is based upon quoted market prices (unadjusted)for similar instruments traded in active markets, quoted market prices for identical assets or liabilities that we have the ability to access.  Level 1 assets and liabilities include debt and equity securities and derivative contractssimilar instruments traded in markets that are traded in annot active exchange market, as well as US Treasuries and money market funds.
Level 2Valuation is based upon quoted pricesmodel-based valuation techniques for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.  Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments, mortgage-backed securities, municipal bonds, corporate debt securities and derivative contracts whose value is determined using a pricing model with inputs thatwhich all significant assumptions are observable in the market or can be derived principally from or corroborated by observable market data.  This category generally includes certain derivative contracts and impaired loans.
Level 3Valuation3: valuation is generatedderived from model-basedother valuation methodologies, including discounted cash flow models and similar techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions as there is little, if any, related market activity.  In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the levelnot observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.  The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.value.

 

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

 

The guidance requires disclosures about the fair valuefollowing is a description of valuation methodologies used for assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are maderecorded at fair value on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans). Fair value estimates, methods, and assumptions are set forth below.basis:

 

Investment Securities Available for Sale

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

 

Derivative Instruments

Derivative instruments include interest rate lock commitments and forward sale commitments. These instruments are valued based on the change in the value of the underlying loan between the commitment date and the end of the period. We classify these instruments as Level 3. The fair value of these commitments was not significant at March 31, 2016 or December 31, 2015.

We had no embedded derivative instruments requiring separate accounting treatment. We had freestanding derivative instruments consisting of fixed rate conforming loan commitments as interest rate locks and commitments to sell fixed rate conforming loans on a best efforts basis. We do not currently engage in hedging activities. Based on short term fair value of the mortgage loans held for sale (derivative contract), our derivative instruments were immaterial to our consolidated financial statements as of March 31, 2016 and December 31, 2015.

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and liabilities measured at fair value on a recurring basis at March 31, 2016 and December 31, 2015 are as follows:

  March 31, 2016
  Quoted Market Price in
Active Markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
U.S. Treasury Notes $24,242,344  $  $  $24,242,344 
Government-Sponsored Enterprises     46,916,408      46,916,408 
Municipal Securities     30,945,701   5,249,351   36,195,052 
Total $24,242,344  $77,862,109  $5,249,351  $107,353,804 

  December 31, 2015
  Quoted Market Price in
Active Markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
U.S. Treasury Notes $34,633,673  $  $  $34,633,673 
Government-Sponsored Enterprises     51,284,332      51,284,332 
Municipal Securities     28,861,902   5,217,678   34,079,580 
Total $34,633,673  $80,146,234  $5,217,678  $119,997,585 

There were no liabilities recorded at fair value on a recurring basis as of March 31, 2016 or December 31, 2015.

The following table reconciles the changes in assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2016 and the three months ended March 31, 2015:

  March 31,
2016
 March 31,
2015
Beginning Balance $5,217,678  $1,377,089 
Total gains or (losses) (realized/unrealized) included in earnings
Included in other comprehensive income  31,673   (8,646)
Purchases, issuances and settlements      
Transfers in and/or out of level 3      
Ending balance $5,249,351  $1,368,443 

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no transfers between fair value levels during the three months ended March 31, 2016 or March 31, 2015.

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a nonrecurring basis:

Other Real Estate Owned (OREO)

Loans, secured by real estate, are adjusted to the lower of the recorded investment in the loan or the fair value of the real estate upon transfer to OREO. Subsequently, OREO is carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or our estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraisal, we record the asset as nonrecurring Level 2. When an appraised value is not available or we determine the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we record the asset as nonrecurring Level 3. We had two properties valued at $620,394 and one property valued at $521,943 classified as OREO at September 30, 2015 and December 31, 2014, respectively.

Impaired Loans

We do not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans are reviewed for impairment on a quarterly basis if any of the following criteria are met:

 

1)Any loan on non-accrual

2)Any loan that is a troubled debt restructuring

3)Any loan over 60 days past due

4)Any loan rated sub-standard, doubtful, or loss

5)Excessive principal extensions are executed

6)If we are provided information that indicates that we will not collect all principal and interest as scheduledImpaired Loans

 

Once a loan is identified as individually impaired, we measureImpaired loans are carried at the impairment in accordance with Accounting Standards Codification (“ASC”) 310-10, “Accounting by Creditors for Impairmentlower of a Loan”.

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


 

Bank of South Carolina Notes to Consolidated Financial Statements

Those impaired 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. At September 30, 2015 and December 31, 2014, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. In accordance with topic ASCAccounting Standards Codification (“ASC”) 820 “Fair Value Measurement”, impaired loans, where an allowance is established based on the fair value of collateral, require classification in the fair value hierarchy. We record the impaired loan as nonrecurring Level 3.

Assets and liabilities measured at fair value on a recurring basis at September 30, 2015At March 31, 2016 and December 31, 2014 are as follows:

Balance at

September 30, 2015

  Quoted Market Price in active markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
US Treasury
Notes
 $29,908,712  $—    $—    $29,908,712 
Government Sponsored
Enterprises
  —     51,653,088   —     51,653,088 
Municipal Securities  —     29,240,720   5,199,347   34,440,067 
Total $29,908,712  $80,893,808  $5,199,347  $116,001,867 

Balance at

December 31, 2014

  Quoted Market Price in active markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
US Treasury
Notes
 $29,248,281  $—    $—    $29,248,281 
Government Sponsored
Enterprises
  —     50,142,649   —     50,142,649 
Municipal Securities  —     33,226,093   1,377,089   34,603,182 
Total $29,248,281  $83,368,742  $1,377,089  $113,994,112 

There were no liabilities carried at fair value on a recurring basis as of September 30, 2015, or December 31, 2014.


Bank of South Carolina Notes to Consolidated Financial Statements

Mortgage Loans Held for Sale

We originate fixed and variable rate residential mortgage loans on a service release basis in the secondary market. Loans closed but not yet settled with an investor are carried in our loans held for sale portfolio.  These loans are fixed and variable rate residential mortgage loans that have been originated in our name and have closed.  Virtuallysubstantially all of these loans have commitments to be purchased by investors and the majority of theseimpaired loans were locked in by price with the investorsevaluated based on the same day or shortly thereafter that the loan was locked in with our customers.  Therefore, these loans present very little market risk.  We usually deliver to, and receive funding from, the investor within 30 to 60 days.  Commitments to sell these loans to the investor are considered derivative contracts and are sold to investors on a “best efforts" basis. We are not obligated to deliver a loan or pay a penalty if a loan is not delivered to the investor. As a result of the short-term nature of these derivative contracts, the fair value of the collateral. These impaired loans are classified as Level 3. Impaired loans measured using discounted future cash flows are not deemed to be measured at fair value.

Loans Held for Sale

Loans held for sale include mortgage loans and are carried at the lower of cost or market value. The fair values of mortgage loans held for sale in most cases isare based on current market rates from investors within the same as thesecondary market for loans with similar characteristics. Carrying value of the loan amount at its origination.approximates fair value. These loans are classified as Level 2.

 

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

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the collaterally dependentinformation about certain assets and liabilities carriedmeasured at fair value on the balance sheet by caption and by level within the valuation hierarchy (as described above) as of September 30, 2015,a nonrecurring basis at March 31, 2016, and December 31, 2014, for which a nonrecurring change in fair value has been recorded as of September 30, 2015 and December 31, 2014.2015:

 

September 30, 2015
  Quoted Market Price in active markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Impaired loans $—    $—    $5,866,100  $5,866,100 
Other real estate owned  —     —     620,394   620,394 
Total $—    $—    $6,486,494  $6,486,494 

  March 31, 2016
  Quoted Market Price in Active Markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Impaired loans $  $  $4,874,243  $4,874,243 
Other real estate owned        521,943   521,943 
Loans held for sale     3,929,539      3,929,539 
Total $  $3,929,539  $5,396,186  $9,325,725 

 

December 31, 2014
  Quoted Market Price in active markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Impaired loans $—    $—    $5,767,240  $5,767,240 
Other real estate owned  —     —     521,943   521,943 
Total $—    $—    $6,289,183  $6,289,183 

  December 31, 2015
  Quoted Market Price in Active Markets
(Level 1)
 Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Total
Impaired loans $  $  $5,459,200  $5,459,200 
Other real estate owned        620,394   620,394 
Loans held for sale     5,820,239      5,820,239 
Total $  $5,820,239  $6,079,594  $11,899,833 

  

There were no liabilities carriedmeasured at fair value on a nonrecurring basis as of September 30, 2015March 31, 2016 or December 31, 2014.2015.

 

The following table provides information describing the unobservable inputs used in Level 3 fair value measurementmeasurements at September 30, 2015 and DecemberMarch 31, 2014.


Bank of South Carolina Notes to Consolidated Financial Statements2016:

 

    Inputs
  Valuation Technique Unobservable Input General Range of Inputs
Nonrecurring measurements:
Impaired Loans Discounted Appraisals Collateral Discounts 0-25%0 – 35%
Other Real Estate Owned

Appraisal Value/ Comparison Sales/Other Estimates Appraisals and/or Sales of Comparable Properties Appraisals Discounted 10% to 20% for Sales Commissions and Other Holding Costs

 

Accounting standards require disclosure of fair value information aboutfor all of our assets and liabilities that are considered financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value estimates are made as of a specific point in time based on the characteristics of the financial instruments and the relevant market information. When available, quoted market prices are used. In other cases, fair values are based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments, discount rates, prepayments, and estimates of future cash flows, future expected loss experience and other factors. Changes in assumptions could significantly affect these estimates. Derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may or may not be realized in an immediate sale of the instrument.

  

BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

 

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

 

a.Cash and due from banks, interest-bearing deposits in other banks
The carrying value approximates fair value. All mature within 90 days and do not present unanticipated credit concerns.
b.Investment securities available for sale
The fair value of investment securities is derived from quoted market prices.
c.Loans
The carrying values of variable rate consumer and commercial loans and consumer and commercial loans with remaining maturities of three months or less, approximate fair value. The fair values of fixed rate consumer and commercial loans with maturities greater than three months are determined using a discounted cash flow analysis and assume the rate being offered on these types of loans at March 31, 2016 and December 31, 2015, approximate market.
The carrying value of mortgage loans held for sale approximates fair value. For lines of credit, the carrying value approximates fair value.
d.Deposits
The estimated fair value of deposits with no stated maturity is equal to the carrying amount. The fair value of time deposits is estimated by discounting contractual cash flows, using interest rates currently being offered on the deposit products. The fair value estimates for deposits do not include the benefit that results from the low cost funding provided by the deposit liabilities as compared to the cost of alternative forms of funding (deposit base intangibles).
d.Short-term borrowings
The carrying amount approximates fair value due to the short-term nature of these instruments.
e.Accrued interest receivable and payable
Since these financial instruments will typically be received or paid within three months, the carrying amounts of such instruments are deemed to be a reasonable estimate of fair value.
f.Loan commitments
Estimates of the fair value of these off-balance sheet items are not made because of the short-term nature of these arrangements and the credit standing of the counterparties.

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

b.Investment securities available for sale

Theamount, fair value, and placement in the fair value hierarchy of investment securities is derived from quoted market prices.

c.Loans

The carrying valuesour financial instruments as of variable rate consumer and commercial loans and consumer and commercial loans with remaining maturities of three months or less, approximate fair value. The fair values of fixed rate consumer and commercial loans with maturities greater than three months are determined using a discounted cash flow analysis and assume the rate being offered on these types of loans at September 30, 2015March 31, 2016 and December 31, 2014, approximate market.

The carrying value of mortgage loans held for sale approximates fair value.

2015. For lines of credit,short-term financial assets such as cash and cash equivalents, the carrying value approximates fair value.

d.Deposits

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


Bank of South Carolina Notes to Consolidated Financial Statements

e.Short-term borrowings

The carrying amount approximates fair value due to the short-term naturerelatively short time between the origination of these instruments.the instrument and its expected realization.

  

The following tableBANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  March 31, 2016
  Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3
Financial Assets:                    
Cash and due from banks $7,622,989  $7,622,989  $7,622,989  $  $ 
Interest-bearing deposits in other banks  30,503,030   30,503,030   30,503,030         
Investments available for sale  107,353,804   107,353,804   24,242,344   77,862,109   5,249,351 
Mortgage loans to be sold  3,929,539   3,929,539       3,929,539     
Loans  253,325,633   253,194,574           253,194,574 
Accrued interest receivable  1,040,677   1,040,677       1,040,677     
Financial Liabilities:                    
Demand deposits  308,917,075   308,917,075       308,917,075     
Time deposits  52,752,227   52,764,119       52,764,119     
Accrued interest payable  66,634   66,634       66,634     

  December 31, 2015
  Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3
Financial Assets:                    
Cash and due from banks $5,295,924  $5,295,924  $5,295,924  $  $ 
Interest-bearing deposits in other banks  23,898,862   23,898,862   23,898,862         
Investments available for sale  119,997,585   119,997,585   34,633,673   80,146,234   5,217,678 
Mortgage loans to be sold  5,820,239   5,820,239       5,820,239     
Loans  242,622,705   242,581,154           242,581,154 
Accrued interest receivable  1,284,063   1,284,063       1,284,063     
Financial Liabilities:                    
Demand deposits  303,950,800   303,950,800       303,950,800     
Time deposits  54,767,812   54,780,915       54,780,915     
Accrued interest payable  73,421   73,421       73,421     

Note 5: Income Per Common Share

Basic income per share is a summarycomputed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the carrying valueweighted-average number of common shares and estimated fair valuepotential common shares outstanding. Potential common shares consist of dilutive stock options determined using the treasury stock method and the average market price of common stock.

    March 31,
2016
  March 31,
2015
Numerator:    
Net Income $1,195,736  $1,204,960 
         
Denominator:        
Weighted average shares outstanding  4,917,334   4,907,223 
Effect of dilutive shares  150,229   147,464 
Weighted average shares outstanding-diluted  5,067,563   5,054,687 
Earnings per share        
Basic $0.24  $0.25 
Diluted $0.24  $0.24 

On August 27, 2015, the Company’s financial instruments asBoard of Directors declared a ten percent stock dividend to our shareholders. The record date was September 30,8, 2015 and December 31, 2014:

September 30, 2015
 Carrying
Amount
 Estimated
Fair Value
 Level
1
 Level
2
 

Level

3

Financial Assets:                    
Cash and due from banks $6,516,874  $6,516,874   6,516,874   —     —   
   Interest-bearing deposits in other banks  12,468,073   12,468,073   12,468,073   —     —   
   Investments available for sale  116,001,867   116,001,867   29,908,712   80,893,808   5,199,347 
   Mortgage loans to be sold  7,018,137   7,018,137   —     7,018,137   —   
   Loans  241,250,253   241,286,861   —     —     241,286,861 
Financial Liabilities:                    
   Deposits  343,752,504   344,467,342   —     344,467,342   —   

  Notional Amount Fair Value      
Off-Balance Sheet Financial Instruments:          
           
   Commitments to extend credit $82,753,090  $—    $—     —    $—   
   Standby letters of credit  567,427   —     —     —     —   

Bank of South Carolina Notes to Consolidated Financial Statements

December 31, 2014
 Carrying
Amount
 Estimated
Fair Value
 Level
1
 Level
2
 

Level

3

Financial Assets:                    
Cash and due from banks $4,698,435  $4,698,435   4,698,435   —     —   
   Interest-bearing deposits in other banks  5,680,613   5,680,613   5,680,613   —     —   
   Investments available for sale  113,994,112   113,994,112   29,248,281   83,368,742   1,377,089 
   Mortgage loans to be sold  7,325,081   7,325,081   —     7,325,081     
   Loans  234,117,792   234,204,303   —     —     234,204,303 
Financial Liabilities:                    
   Deposits  322,419,027   322,435,308   —     322,435,308   —   

  Notional Amount Fair Value      
Off-Balance Sheet Financial Instruments:          
           
   Commitments to extend credit $62,597,548  $—    $—     —    $—   
   Standby letters of credit  577,943   —     —     —     —   

Note 16: Recently Issued Accounting Pronouncements

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

In January 2014, the Financial Accounting Standards Board (“FASB”) amended the Receivables topic of the Accounting Standards Codification. The amendments are intended to resolve diversity in practice with respect to when a creditor should reclassify a collateralized consumer mortgage loan to OREO. In addition, the amendments require a creditor reclassify a collateralized consumer mortgage loan to OREO upon obtaining legal title to the real estate collateral, or the borrower voluntarily conveying all interest in the real estate property to the lender to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement. The amendments became effective for interimdistribution date was September 28, 2015. Earnings per share and annual reporting periods beginning after December 15, 2014, with early implementation of the guidance permitted. In implementing this guidance, assets that are reclassified from real estate to loans are measured at the carrying value of the real estate at the date of adoption. Assets reclassified from loans to real estate are measured at the lower of the net amount of the loan receivable or the fair value of the real estate less costs to sell at the date of adoption. We applied the amendments prospectively using the modified retrospective approach. These amendments did notaverage shares outstanding have a material effect on our financial statements.

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenuebeen adjusted to reflect the transfer of goods and services to customersstock dividend in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for reporting periods beginning after December 15, 2017. We will apply this guidance using a modified retrospective approach. We do not expect this amendment to have a material effect on our consolidated financial statements.

 

In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for reporting periods beginning after December 15, 2017. We will apply this guidance using the modified retrospective approach. We do not expect this amendment to have a material effect on our financial statements.


 

Bank of South Carolina Notes to Consolidated Financial StatementsBANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

In June 2014,Note 6:Accumulated Other Comprehensive Income

The following table summarizes the FASB issued guidance which makes limited amendments to the guidance on accounting for certain repurchase agreements. The guidance (1) requires entities to account for repurchase-to-maturity transactionscomponents of accumulated other comprehensive income and changes in those components as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions,of and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. The amendments became effective for the Company for the first interim or annual period beginning after December 31, 2014. We applied the guidance by making a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. This adjustment did not have a material effect on our financial statements.

In August 2014, the FASB issued guidance that is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements, management will need to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the organization’s ability to continue as a going concern within one year after the date that the financial statements are issued. This amendment will be effective for annual periods ending after Decemberthree months March 31, 2016 and for annual and interim periods thereafter. We do not expect this amendment to have a material effect on our financial statements.2015:

 

In January 2015,

Available for sale secutities  
Beginning Balance December 31, 2015 $992,549 
Change in net unrealized gains on securities available for sale, net of income taxes  709,731 
Reclasssification adjustment for net securities gains included in net income  (187,936)
Income tax expense  69,499 
Balance at March 31, 2016 $1,583,843 
     
    
Beginning Balance December 31, 2014 $1,243,022 
Change in net unrealized gains on securities available for sale, net of income taxes  682,022 
Reclasssification adjustment for net securities gains included in net income  (111,313)
Income tax expense  41,186 
Balance at March 31, 2015 $1,854,917 

The following table shows the FASB issued guidance to eliminateline items in the consolidated Statements of Income affected by amounts reclassified from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under the new guidance, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The amendment will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We will apply the guidance prospectively. We do not expect this amendment to have a material effect on our financial statements.accumulated other comprehensive income:

 

In February 2015, the FASB issued guidance which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. Although the amendments are expected to result in the deconsolidation of many entities, the Company will need to reevaluate all its previous consolidation conclusions. The amendment will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted (including during an interim period), provided that the guidance is applied as of the beginning of the annual period containing the adoption date. We do not expect this amendment to have a material effect on our financial statements.

In April 2015, the FASB issued guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This update affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. The amendment will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015,with early adoption permitted. We do not expect this amendment to have a material effect on our financial statements.

  March 31,
2016
 March 31,
2015
Gain on sale of investments, net $187,936  $111,313 
Tax effect      
Total reclassification, net of tax $187,936  $111,313 

 

In June 2015, the FASB issued amendments to clarify the ASC, correct unintended application of guidance, and make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This amendment was effective upon issuance (June 12, 2015) for amendments that do not have transition guidance. Amendments that are subject to transition guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect this amendment to have a material effect on our financial statements.


Bank of South Carolina Notes to Consolidated Financial Statements

In August 2015, the FASB issued amendments to the interest topic of the Accounting Standards Codification to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. The amendments were effective upon issuance. These amendments did not have a material effect on our financial statements.

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

Note 17: Reclassification

Certain reclassifications of accounts reported for previous periods have been made in these consolidated financial statements. Such reclassifications had no effect on shareholders’ equity or net income as previously reported.

Note 18: 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. Nonrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. We have reviewed events occurring through the date the financial statements were issued and noted no subsequent event requiring accrual or disclosure.

Item 2. Management'sManagement’s Discussion and Analysis or Plan of Operation

 

Management’s discussion and analysis isCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including information included to assist shareholders in understanding our financial condition, results of operations, and cash flow. This discussion should be reviewed in conjunction with the consolidated financial statements (unaudited) and notes presentedor incorporated by reference in this report anddocument, contains statements which constitute “forward-looking statements” within the supplemental financial data appearing throughout this report. Since the primary assetmeaning of Section 27A of the Company is its wholly-owned subsidiary, mostSecurities Act of the discussion and analysis relates to the Bank.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and other portions of this quarterly report contain certain “forward-looking statements” concerning the future operations.1934. We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996 and are including this statement for the express purpose of availing the Company of protections of such safe harbor with respect to all “forward-looking statements” contained in this Form 10-Q. Forward lookingForward-looking statements may relate to, among other matters, the financial condition, results of operations, plans, objectives, future performance, and business of theour Company. Forward-looking statements are based on many assumptions and estimates and are not guarantees of future performance. ActualOur actual results may differ materially from those anticipated in any forward-looking statements.statements, as they will depend on many factors about which we are unsure, including many factors that are beyond our control. The words “may”“may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,”, “would”, “could”, “should”, “will”, “expect”, “anticipate”, “predict”, “project”, “potential”, “continue”, “assume”, “believe”, “intend”, “plan”, “forecast”, “goal”,“potential,” “continue,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal,” and “estimate”,“estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, without limitations, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20142015 as filed with the Securities and Exchange Commission (the “SEC”) and the following:

 

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

·Changes in interest rates, shape of the yield curve, deposit rates, the net interest margin and funding sources
·Market risk (including net income at risk analysis and economic value of equity risk analysis) and inflation
·Risk inherent in making loans including repayment risks and changes in the value of collateral
·Loan growth, the adequacy of the allowance for loan losses, provisions for loan losses, and the assessment of problem loans
·Level, composition, and re-pricing characteristics of the securities portfolio
·Deposit growth, change in the mix or type of deposit products and services
·Continued availability of senior management
·Technological changes
·Ability to control expenses
·Changes in compensation
·Risks associated with income taxes including potential for adverse adjustments
·Changes in accounting policies and practices
·Changes in regulatory actions, including the potential for adverse adjustments
·Recently enacted or proposed legislation

 


Much has been done to eliminate or mitigate theseThese risks that have beenare exacerbated by the developments over the last eightten years in national and international markets. Sweeping reform has entered our industry yet we are unable to fully predict its impact and perhaps its unintentional consequences for some time. There can be no assurance that these changes will not materially and adversely affect our business, financial condition and results of operation.

 

All forward-looking statements in this report are based on information available to us as of the date of this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that these expectations will be achieved. We will undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events. In addition, certain statements in our future filings with the SEC, in our press releases, and in our oral and written statements, which are not statements of historical fact, constitute forward lookingforward-looking statements.

 

Overview

Bank of South Carolina Corporation (the “Company”) is a financial institution holding company headquartered in Charleston, South Carolina, with $384,559,093$403.7 million in assets as of September 30, 2015March 31, 2016 and net income of $1,198,919 and $3,657,316$1.2 million for the three and nine months ended September 30, 2015, respectively.March 31, 2016. The Company offers a broad range of financial services through its wholly-owned subsidiary, The Bank of South Carolina (the “Bank”). The Bank is a state-chartered commercial bank which operates primarily in the Charleston, Dorchester and Berkeley counties of South Carolina. The Bank’s original and current concept is to be a full service financial institution specializing in personal service, responsiveness, and attention to detail to foster long standing relationships.

 

The following is a discussion of our financial condition as of September 30, 2015 as compared to December 31, 2014 and the results of operations for the three and nine months ended September 30, 2015 as compared to the three and nine months ended September 30, 2014. The discussion and analysis identifies significant factors that have affected our financial position and operating results and should be read in conjunction with the financial statements and the related notes included in this report.

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

 

A primary riskconsequence of lending activities is that we may incur credit losses. The amount of such losses will vary depending upon the risk characteristics of the loan and lease portfolio as affected by economic conditions such as rising interest rates and the financial performance of borrowers. The reserve for credit losses consists of the allowance for loan losses (the "Allowance"“Allowance”) and a reserve for unfunded commitments (the "Unfunded Reserve"“Unfunded Reserve”). The Allowance provides for probable and estimable losses inherent in our loan and lease portfolio. The Allowance is increased or decreased through the provisioning process. For a detailed discussion on the allowance for loan losses see “Allowance for Loan Losses”.


 

In addition to earning interest on loans and investments, we earn income through fees and other expenses we charge to the customer. The various components of non-interest income as well as non-interest expense are described in the following discussion. The discussion and analysis also identifies significant factors that have affected our financial position and operating results as of March 31, 2016 and December 31, 2015, and should be read in conjunction with the financial statements and the related notes included in this report. In addition, a number of tables have been included to assist in the discussion.

 

Critical Accounting Policies

We have adopted variousOur critical accounting policies that govern the application of principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our unaudited consolidated financial statements as of September 30, 2015 and our notes included in the consolidated financial statements in our 2014 Annual Report on Form 10-K as filed with the SEC.

Certain accounting policieswhich involve significant judgmentsjudgements and assumptions by the Company that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgmentliabilities, and assumptions we use are based on historical experience and other factors, which we believe to be reasonable underused in the circumstances. Becausepreparation of the numberConsolidated Financial Statements as of March 31, 2016 have remained unchanged from the judgments and assumptions that we make, actual results could differ from these judgments and estimates that could have a material impactdisclosures presented in our Annual Report on the carrying values of our assets and liabilities and our results of operations.Form 10-K.

 

We consider our policies regarding the allowance for loan losses to be our most subjective accounting policy due to the significant degree of judgment. We have developed what we believe to be appropriate policies and procedures for assessing the adequacy of the allowance for loan losses, recognizing that this process requires a number of assumptions and estimates with respect to our loan portfolio. Our assessments may be impacted in future periods by changes in economic conditions, the impact of regulatory examinations and the discovery of information with respect to borrowers which were not known at the time of the issuance of the consolidated financial statements. For additional discussion concerning our allowance for loan losses and related matters, see “Allowance for Loan Losses.”

Balance Sheet

Cash and Cash Equivalents

Cash and cash equivalents include working cash funds, due from banks, interest-bearing deposits in other banks, items in process of collection and federal funds sold. All amounts are readily convertible to cash and have maturities of less than 90 days. Total cash and cash equivalents increased 82.92%30.59% or $8,605,899$8.9 million to $18,984,947$38.1 million at September 30, 2015,March 31, 2016, from $10,379,048$29.2 at December 31, 2014.2015. This increase was primarily due to an increase in deposits resulting in an increase in cashas well as the maturities and interest bearing deposits in other banks.sales of investment securities.

 

Regulations set by the Federal Reserve require that we maintain certain average cash reserve balances. At September 30, 2015 and 2014 our cash reserve requirement with the Federal Reserve was satisfied by vault cash.

Loans

We focus our lending activities on small and middle market businesses, professionals and individuals in our geographic markets. At September 30, 2015, outstanding loans (plus deferred loan fees of $108,939) totaled $241,250,253 which equaled 70.18% of total deposits and 62.73% of total assets. Most loans were to borrowers located in our market area of Charleston, Dorchester and Berkeley Counties of South Carolina.

The quality of our loan portfolio is contingent upon our risk selection and underwriting practices. All new credit (except for mortgage loans in the process of being sold to investors and loans secured by properly margined negotiable securities traded on an established market or other cash collateral) with over $200,000 in exposure is summarized by our Credit Department and reviewed by the Loan Committee on a monthly basis. The Board of Directors reviews credits over $500,000 monthly with annual credit analyses conducted on these borrowers upon the receipt of updated financial information. Prior to any extension of credit, every loan request goes through sound credit underwriting. The Credit Department conducts detailed cash flow analysis on each proposal using the most current financial information. Relevant trends and ratios are evaluated.


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

  September 30, December 31,
  2015 2014 2014
Commercial loans $48,079,909   48,720,596  $49,899,577 
Commercial real estate:            
Commercial real estate construction  1,371,523   1,529,534   1,511,702 
Commercial real estate other  119,777,924   115,161,359   115,739,682 
Consumer:            
Consumer real estate  67,320,289   59,226,017   62,054,983 
Consumer other  4,700,608   5,035,603   4,911,848 
   241,250,253   229,673,109   234,117,792 
Allowance for loan losses  (3,289,271)  (3,385,676)  (3,334,848)
             
Loans, net $237,960,982   226,287,433  $230,782,944 

Percentage of Loans September 30, December 31,
  2015 2014 2014
Commercial loans  19.93%  21.21%  21.31%
Commercial real estate construction  .57%  .67%  .64%
Commercial real estate other  49.65%  50.14%  49.44%
Consumer real estate  27.90%  25.79%  26.51%
Consumer other  1.95%  2.19%  2.10%
             
             
Total  100.00%  100.00%  100.00%

Investment Securities Available for Sale

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

We use the investment securities portfolio for several purposes. It serves as a vehicle to manage interest rate and prepayment risk, to generate interest and dividend income from investment of funds, to provide liquidity to meet funding requirements, and to provide collateral for pledging of public funds. Investments are classified into three categories (1) Held to Maturity (2) Trading

At March 31, 2016, our available for sale investment portfolio included U. S. Treasury Notes, Government-Sponsored Enterprises and (3) AvailableMunicipal Securities with a fair market value of $107.4 million and an amortized cost of $104.8 million for Sale. We believe that maintaininga net unrealized gain of $2.5 million. At March 31, 2016 and December 31, 2015, our investment securities in the Available for Sale category provides greater flexibility in the managementportfolio represented approximately 26.59% and 30.06% of the overall investment portfolio.our total assets, respectively.  The average yield on investmentsour investment securities was 2.08% and 2.16% at September 30, 2015 was 2.19% compared to 2.15% at September 30, 2014 and 2.12% at DecemberMarch 31, 2014. The amortized cost of the investments available for sale at September 30, 2015, September 30, 20142016 and December 31, 2014 and percentage of each category to total investments are as follows:

  Investment Portfolio
  September 30, 2015 September 30, 2014 

December 31,

2014

US Treasury Notes $29,908,712  $29,922,266  $29,248,281 
Government-Sponsored            
   Enterprises  51,653,088   42,163,057   50,142,649 
Municipal Securities  34,440,067   34,642,666   34,603,182 
  $116,001,867  $106,727,989  $113,994,112 
             
US Treasury Notes  25.78%  28.04%  25.66%
Government-Sponsored            
   Enterprises  44.53%  39.50%  43.99%
Municipal Securities  29.69%  32.46%  30.35%
   100.00%  100.00%  100.00%


All investment securities were classified as Available for Sale (debt and equity securities that may be sold under certain conditions) at September 30, 2015, and December 31, 2014. The securities were reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity, net of income taxes. Unrealized losses on securities due to fluctuations in fair value are recognized when it is determined that an other than temporary decline in value has occurred. Gains or losses on the sale of securities are recognized on a specific identification, trade date basis. (See “non-interest income” for discussion on the sale of investment securities.)respectively.

 

The amortized costWe had four Municipal Securities totaling $2.0 million that matured in the three months ended March 31, 2016. In addition, we sold three U.S. Treasury Notes and fair value of investment securities available for sale are summarized as follows as of September 30, 2015 and December 31, 2014:

  September 30, 2015
  Amortized
Cost
 Gross
Unrealized
Gains
 

Gross

Unrealized

Losses

 Estimated
Fair
Value
         
U.S. Treasury Notes $29,506,783  $401,929  $—    $29,908,712 
Government-Sponsored Enterprises  51,160,342   576,093   83,347   51,653,088 
Municipal Securities  33,024,189   1,477,855   61,977   34,440,067 
                 
Total $113,691,315  $2,455,877  $145,324  $116,001,867 

  December 31, 2014
  Amortized
Cost
 Gross
Unrealized
Gains
 

Gross

Unrealized

Losses

 Estimated
Fair
Value
         
U.S. Treasury Notes $29,162,412  $105,627  $19,758  $29,248,281 
Government-Sponsored Enterprises  50,194,951   95,961   148,263   50,142,649 
Municipal Securities  32,663,698   1,973,743   34,259   34,603,182 
                 
Total $112,021,061  $2,175,331  $202,280  $113,994,112 

The amortized cost and fair value of investment securities available for sale at September 30, 2015, and December 31, 2014, by contractual maturity are as follows:

September 30, 2015
  

 

Amortized

Cost

 Estimated
Fair
Value
     
Due in one year or less $3,319,312  $3,348,511 
Due in one year to five years  60,758,549   61,922,337 
Due in five years to ten years  46,302,046   47,324,190 
Due in ten years and over  3,311,408   3,406,829 
         
Total $113,691,315  $116,001,867 

December 31, 2014
  

 

Amortized

Cost

 Estimated
Fair
Value
     
Due in one year or less $8,324,400  $8,362,398 
Due in one year to five years  43,301,670   43,851,426 
Due in five years to ten years  52,566,597   53,671,067 
Due in ten years and over  7,828,394   8,109,221 
         
Total $112,021,061  $113,994,112 

The fair value of investment securities available for sale with unrealized losses at September 30, 2015, and December 31, 2014, are as follows:

September 30, 2014
  Less than 12 months 12 months or longer Total
Description of Securities 

Fair

Value

 Unrealized Losses Fair Value Unrealized Losses 

 

Fair Value

 Unrealized Losses
             

U.S. Treasury Notes

 $—    $—    $—    $—    $—    $—   
Government-Sponsored Enterprises  5,017,980   83,347   —     —     5,017,980   83,347 
Municipal Securities  6,138,841   61,977   —     —     6,138,841   61,977 
Total $11,156,821  $145,324  $—    $—    $11,156,821  $145,324 

December 31, 2014
  Less than 12 months 12 months or longer Total
Description of Securities 

Fair

Value

 Unrealized Losses Fair Value Unrealized Losses 

 

Fair Value

 Unrealized Losses
             

U.S. Treasury Notes

 $4,948,438  $19,758  $—    $—    $4,948,438  $19,758 
Government-Sponsored Enterprises  28,850,132   148,263   —     —     28,850,132   148,263 
Municipal Securities  931,428   27,182   1,557,833   7,077   2,489,261   34,259 
Total $34,729,998  $195,203  $1,557,833  $7,077  $36,287,831  $202,280 

At September 30, 2015, we had one Government Sponsored Enterprise with an unrealized loss of $83,347 and eighttotaling $15.8 million during the same period. We purchased eleven Municipal Securities with a face value of $3.8 million during the three months ended March 31, 2016.

Loans

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

Net loans increased $10.7 million, or 4.47%, to $249.9 million at March 31, 2016 from $239.2 million at December 31, 2015. We believe that economic conditions in our primary market area are continuing to improve, and that these improving conditions are contributing to an unrealizedincrease in loan demand. The amount of commercial real estate loans as a percentage of total loans continues to increase as a result of our strong commercial relationships in all of our markets.

Although significantly under the threshold of 100% of capital (currently approximately $40 million), the number of overmargined real estate loans currently totals approximately $11.2 million or approximately 4.34% of our loan portfolio at March 31, 2016 compared to $11.4 million or approximately 4.61% of the loan portfolio at December 31, 2015.

The following is a summary of our loan portfolio composition (net of deferred fees of $123,970 at March 31, 2016 and $118,188 at December 31, 2015) and the corresponding percentage of total loans as of the dates indicated. During the three months ended March 31, 2016 our loan portfolio increased $10.7 million or 4.47%. Our commercial real estate experienced the largest growth of $5.6 million or 4.81%.

  March 31,
2016
 Percent December 31,
2015
 Percent
Commercial Loans $52,101,572   20.57% $50,938,265   20.99%
Commercial real estate:                
Commercial real estate construction  1,160,893   0.46%  1,005,118   0.41%
Commercial real estate other  121,300,195   47.88%  115,736,034   47.71%
Consumer                
Consumer real estate  73,239,469   28.91%  69,777,307   28.76%
Consumer other  5,523,504   2.18%  5,165,981   2.13%
   253,325,633   100.00%  242,622,705   100.00%
Allowance for Loan losses  (3,436,762)      (3,417,827)    
Loans, net $249,888,871      $239,204,878     

Nonperforming Assets

Nonperforming Assets include real estate acquired through foreclosure or deed taken in lieu of foreclosure, loans on nonaccrual status and TDRs. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance with the loan terms and to show capacity to continue performing into the future before that loan can be placed back on accrual status. As of March 31, 2016 we had no loans 90 days past due still accruing interest.

We consider a loan to be a TDR when the debtor experiences financial difficulties and we provide concessions such that we will not collect all principal and interest in accordance with the original terms of the agreement. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. As of March 31, 2016, we determined that we had loans totaling $451,264, that we considered TDRs. As of December 31, 2015, we had loans totaling $458,268, that we considered TDRs.

Nonperforming assets include other real estate owned, which decreased by $98,451 from December 31, 2015 due to the sale of one property. We recorded a loss of $61,977. At$13,450 on this sale. The balance at March 31, 2016 of $521,943 represents one commercial property.

Following is a summary of our nonperforming assets, including nonaccruing TDRs.

  March 31,
2016
 December 31,
2015
Commercial $3,862  $4,317 
Commercial real estate  2,453,166   1,970,305 
Consumer real estate  150,255   82,015 
Consumer other  4,857   4,450 
Nonaccruing troubled debt restructuring  451,264   458,268 
Total nonaccrual loans  3,063,404   2,519,355 
Other real estate owned  521,943   620,934 
Total nonperforming assets $3,585,347  $3,140,289 

Allowance for Loan Losses

The allowance for loan losses was $3.4 million and $3.4 million at March 31, 2016 and December 31, 20142015, respectively, or 1.36% and 1.41% of outstanding loans, respectively. At March 31, 2016 and December 31, 2015, the allowance for loan losses represented 99.13% and 108.84% of the total amount of nonperforming loans, respectively. Based on the level of coverage on nonperforming loans and analysis of our loan portfolio, we had two U.S. Treasury Notes with an unrealized loss of $19,758, seven Government Sponsored Enterprises with an unrealized loss of $148,263 and three Municipal Securities with an unrealized loss of $34,259. The unrealizedbelieve the allowance for loan losses on investments were caused by interest rate increases. The contractual termsat March 31, 2016 is adequate.

At March 31, 2016, impaired loans totaled $6.6 million, for which $2.7 million of these investments do not permitloans had a reserve of approximately $1.7 million allocated in the issuer to settleallowance. Comparatively, impaired loans totaled $6.5 million at December 31, 2015, and $2.9 million of these loans had a reserve of approximately $1.1 million allocated in the securities at a price less than the amortized cost of the investment. Therefore, these investments are not considered other-than-temporarily impaired. We have the ability to hold these investments until market price recovery or maturity.allowance.


 

During the three months ended March 31, 2016, we charged-off $34,095 of loans and recorded $8,030 of recoveries on loans previously charged-off, for net charge-offs of $26,065. Comparatively, we charged-off $21,000 of loans and recorded $15,240 of recoveries on loans previously charged-off, resulting in net charge-offs of $5,760 for the three months ended March 31, 2015.

Deposits

Deposits remain our primary source of funding for loans and investments. Average interest bearing deposits provided funding for 59.02%60.39% of average earning assets for the ninethree months ended September 30, 2015,March 31, 2016, and 61.88%60.55% for the twelve months ended December 31, 2014.2015. The Company encounters strong competition from other financial institutions as well as consumer and commercial finance companies, insurance companies and brokerage firms located in the primary service area of the Bank. However, the percentage of funding provided by deposits has remained stable.

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

 

  September 30, December 31,
  2015 2014 2014
Non-interest bearing demand $116,488,824  $109,354,662  $107,072,271 
Interest bearing demand  79,865,760   76,901,044   79,397,647 
Money market accounts  56,659,892   52,443,674   47,450,210 
Time deposits over $250,000  34,121,413   35,185,310   32,363,615 
Other time deposits  30,297,705   30,804,764   29,457,720 
Other savings deposits  26,318,910   24,585,981   26,677,564 
             
Total Deposits $343,752,504  $329,275,435  $322,419,027 

Percentage of Deposits September 30, December 31,
  2015 2014 2014
Non-interest bearing demand  33.89%  33.21%  33.21%
Interest bearing demand  23.23%  23.35%  24.62%
Money Market accounts  16.48%  15.93%  14.72%
Time deposit over $250,000  9.93%  10.69%  10.04%
Other time deposits  8.81%  9.35%  9.14%
Other savings deposits  7.66%  7.47%  8.27%
             
Total Deposits  100.00%  100.00%  100.00%
  March 31, 2016 Percentage December 31, 2015 Percentage
Deposits:        
Non-interest-bearing demand $119,022,680   32.91% $122,073,396   34.03%
Interest-bearing demand  96,992,732   26.82%  84,977,640   23.69%
Money market accounts  63,935,267   17.68%  70,233,422   19.58%
Time deposits over $250,000  24,095,180   6.66%  25,896,768   7.22%
Other time deposits  28,657,047   7.92%  28,871,044   8.05%
Other savings deposits  28,966,396   8.01%  26,666,342   7.43%
Total deposits $361,669,302   100.00% $358,718,612   100.00%

Deposits increased 4.40%0.82% or $14,477,069 from September 30, 2014 to September 30, 2015 and increased 6.62% or $21,333,477$3.0 million from December 31, 20142015 to September 30, 2015.March 31, 2016. These increases were primarily due to larger balances in existing customer accounts as well as new accounts. Certificates of Deposit and other time deposits over $250,000 totaled $34,121,413, $35,185,310$24.1 million and $32,363,615$25.9 million at September 30, 2015, September 30, 2014March 31, 2016 and December 31, 2014,2015, respectively.

 

At September 30,March 31, 2016 and December 31, 2015, and September 30, 2014, deposits with an aggregate deficit balance of $37,246$62,408 and $27,771,$121,331, respectively were re-classified as other loans. At December 31, 2014 deposits with an aggregate deficit balance of $58,364 were reclassified as other loans.

 

Short-Term Borrowings

Short term borrowings are summarized as follows:

  September 30, 2015 December 31, 2014
Securities sold under agreement to repurchase $481,141  $6,980,681 
Total $481,141  $6,980,681 

38

Securities sold under agreements to repurchase with customers mature on demand. These borrowings were collateralized by two U.S. Treasury Notes with an amortized cost of $2,664,912 and a fair value of $2,717,774 at September 30, 2015. At December 31, 2014, the borrowings were collateralized by five U.S. Treasury Notes with an amortized cost of $8,502,891 and a fair value of $8,553,484. The agreements to repurchase had a weighted average interest rate of .018% at September 30, 2015 and .025% at December 31, 2014, respectively. The average amount of outstanding agreements to repurchase was $2,459,048 for the nine months ended September 30, 2015 and $2,426,044 for the twelve months ended December 31, 2014. The securities underlying the repurchase agreements were held in safekeeping by an authorized broker. At the maturity date of this agreement the securities will be returned to our account.

At September 30, 2015 and December 31, 2014, we had no outstanding federal funds purchased with the option to borrow up to$18,000,000 on short term lines of credit. We established a Borrower-In-Custody arrangement with the Federal Reserve as a secondary source of liquidity. This arrangement permits us to retain possession of loans pledged as collateral to secure advances from the Federal Reserve Discount Window. Under this agreement we could borrow up to$74 million and $71 million at September 30, 2015 and December 31, 2014, respectively. There have been no borrowings under this arrangement.

Comparison of Three Months Ended September 30, 2015March 31, 2016 to Three Months Ended September 30, 2014March 31, 2015

Net income increased $57,206decreased $9,224 or 5.01%0.77% to $1,198,919,$1.2 million, or basic and diluted earnings per share of $.24 and $.24, respectively, for the three months ended September 30, 2015,March 31, 2016, from $1,141,713,$1.2 million, or basic and diluted earnings per share of $.23$.25 and $.23,$.24, respectively, for the three months ended September 30, 2014.March 31, 2015. Our return on average assets and average equity for the three months ended September 30, 2015March 31, 2016 were 1.25%1.22% and 12.27%11.91%, respectively, compared with 1.23%1.32% and 12.36%12.93%, respectively, for the three months ended September 30, 2014.March 31, 2015.

 

Net Interest Income

Net interest income is affected by the size and mix of our balance sheet components as well as the spread between interest earned on assets and interest paid on liabilities. Net interest margin is a measure of the difference between interest income on earning assets and interest paid on interest bearing liabilities relative to the amount of interest bearing assets. Net interest income increased $152,830$156,795 or 4.61%4.64% to $3,468,442$3.5 million for the three months ended September 30, 2015March 31, 2016 from $3,315,612$3.4 million for the three months ended September 30, 2014.March 31, 2015. This increase was primarily due to interest and fee income from loans and interest bearing deposits in other banks (Federal Reserve). Average loans increased $12.0 million or 5.02% to $252.0 million for the three months ended March 31, 2016, compared to $240.0 million for the three months ended March 31, 2015. The yield on average loans (including fees) remained unchanged at 4.84% for the three months ended March 31, 2016 and 2015, respectively. Interest income on loans increased $169,277 for the three months ended March 31, 2016 to $3.0 million from $2.9 million for the three months ended March 31, 2015.

The average balance of interest bearing deposits in other banks increased $15.5 million or 133.82% to $27.1 million for the three months ended March 31, 2016, with a yield of 0.53% as compared to $11.6 million for the three months ended March 31, 2015, with a yield of 0.24%.

Provision for Loan Losses

We have established an allowance for loan losses through a provision for loan losses charged as an expense on our consolidated statements of income. We review our loan portfolio periodically to evaluate our outstanding loans and to measure both the performance of the portfolio and the adequacy for loan losses. For the three months ended March 31, 2016, we had a provision of $45,000 compared to a provision of $5,000 for the same period in the prior year. The increase in the provision for loan losses was based on our analysis of the adequacy of the allowance.

Non-Interest Income

Other income increased $61,921or 8.47% to $792,579 for the three months ended March 31, 2016, from $730,658 for the three months ended March 31, 2015. This increase was primarily due to increases in interestservice charge fees and feescommissions and gains realized on loans and interest and dividends fromsale of investment securities. Our local economy continuesService charge fees and commissions increased $23,246 or 9.80% to improve which is giving$260,531 primarily due to a $16,567 increase in debit card fees. Debit card fees increased resulting from greater utilization by our customers confidence to borrow for business and personal needs. Our average loans increased $9,553,253 or 4.08% to $243,617,106customers. In addition, we had realized gains of $187,936 for the three months ended September 30, 2015, comparedMarch 31, 2016 due to $234,063,853the sale of investment securities.

Non-Interest Expense

Non-interest expense increased $183,644 or 7.85% to $2,522,698 for the three months ended September 30, 2014. The yield on average loans remained relatively unchangedMarch 31, 2016, from 4.85%$2,339,054 for the three months ended September 30, 2014, to 4.86% for the three months ended September 30,March 31, 2015. Interest income on loans increased $106,749 for the three months ended September 30, 2015 to $2,975,653 from $2,868,904 for the three months ended September 30, 2014.

Average investment securities increased $6,092,447 or 6.04% to $106,900,893 for the three months ended September 30, 2015, with a yield of 2.16% as compared to $100,808,446 for the three months ended September 30, 2014, with a yield of 2.11%. Interest and dividends on investment securities increased $45,674 to $581,708 for the three months ended September 30, 2015. This was an increase of 8.52% from $536,034 for the three months ended September 30, 2014. An increase in deposits gave us the opportunity to invest our excess cash in investment securities to improve our earnings yield.

Allowance for Loan Losses

The allowance for loan losses represents our estimate of probable losses inherent in our loan portfolio. The adequacy of the allowance for loan losses (the “allowance”) is reviewed monthly by the Loan Committee and on a quarterly basis by the Board of Directors. For purposes of this analysis, adequacy is defined at a level sufficient to absorb estimated losses in the loan portfolio as of the balance sheet date presented. To remain Generally Accepted Accounting Principals (“GAAP”) compliant, the methodology employed for this analysis has been modified over the years to reflect our economic environment. This allowance is reviewed on a monthly basis by Credit Personnel. In addition, the allowance is validated on a periodic basis by the Company’s Risk Management Officer. The methodology is based on a Reserve Model that is comprised of the three components listed below:


1)Specific Reserve analysis for impaired loans based on Financial Accounting Standards Board (“FASB”) “receivables” topic ASC 310-10-35.
2)General reserve analysis applying historical loss rates based on FASB “contingencies” topic ASC 450-20.
3)Qualitative or environmental factors.

Loans are reviewed for impairment on a quarterly basis if any of the following criteria are met:

1)Any loan on non-accrual
2)Any loan that is a troubled debt restructuring
3)Any loan over 60 days past due
4)Any loan rated sub-standard, doubtful, or loss
5)Excessive principal extensions are executed
6)If we are provided information that indicates we will not collect all principal and interest as scheduled

The aforementioned methodology applies to both secured and unsecured loans, yet it does not apply to large groups of smaller balance loans that are collectively evaluated. Impairment is measured by the present value of the future cash flow discounted at the loan’s effective interest rate, or, alternatively the fair value of the collateral if the loan is collateral dependent. An impaired loan may not represent an expected loss.

A general reserve analysis is performed on all loans, excluding impaired loans. This analysis includes a pool of loans that are reviewed for impairment but are not found to be impaired. Historical losses are segregated into risk-similar groups and a loss ratio is determined for each group over a five-year period. The five-year average loss ratio by type is then used to calculate the estimated loss based on the current balance of each group.

Qualitative and environmental factors include external risk factors that we believe are representative of our overall lending environment. We believe that the following factors create a more comprehensive system of controls in which we can monitor the quality of the loan portfolio.

1)Portfolio risk

a.Levels and trends in delinquencies, impaired loans and changes in loan rating matrix

b.Trends in volume and terms of loans

c.Over-margined real estate lending risk

2)National and local economic trends and conditions

3)Effects of changes in risk selection and underwriting practices

4)Experience, ability and depth of lending management staff

5)Industry conditions

6)Effects of changes in credit concentrations

a.Loan concentration

b.Geographic concentration

c.Regulatory concentration

7)Loan and credit administration risk

a.Collateral documentation

b.Insurance Risk

c.Maintenance of financial information risk

The sum of each component’s analysis results represents the “estimated loss” within our total portfolio.

Portfolio risk includes the levels and trends in delinquencies, impaired loans and changes in the loan rating matrix, trends in volume and terms of loans and overmargined real estate lending. We are satisfied with the stability of the past due and non-performing loans and believe there has been no decline in the quality of our loan portfolio due to any trend in delinquent or adversely classified loans. Sizable unsecured principal balances on a non-amortizing basis are monitored. Although the vast majority of our real estate loans are underwritten on a cash flow basis, the secondary source of repayment is typically tied to our ability to realize on the collateral. Accordingly, we closely monitor loan to value ratios. The maximum collateral advance rate is 80% on all real estate transactions, with the exception of raw land at 65% and land development at 70%.


Occasionally, we extend credit beyond our normal collateral advance margins in real estate lending. Although infrequent, the aggregate of these loans represent a notable part of our portfolio. Accordingly, these loans are monitored and the balances reported to the Board every quarter. An excessive level of this practice (as a percentage of capital) could result in additional regulatory scrutiny, competitive disadvantages and potential losses if forced to convert the collateral. The consideration of overmargined real estate loans directly relates to the capacity of the borrower to repay. We often request additional collateral to bring the loan to value ratio within the policy guidelines and also require a strong secondary source of repayment in addition to the primary source of repayment.

Although significantly under the threshold of 100% of capital (currently approximately $39 million), the number of overmargined real estate loans currently totals approximately $11.7 million or approximately 4.84% of our loan portfolio at September 30, 2015 compared to $16.1 million or approximately 9.09% of the loan portfolio at September 30, 2014.

A credit rating matrix is used to rate all extensions of credit and to provide a more specified picture of the risk each loan poses to the quality of the loan portfolio. There are nine possible ratings used to determine the quality of each loan based on the following characteristics: cash flow, collateral quality, guarantor strength, financial condition, management quality, operating performance, the relevancy of the financial statements, historical loan performance, and the borrower’s leverage position. The matrix is designed to meet our standards and expectations of loan quality. One hundred percent of our loans are graded.

National and local economic trends and conditions are constantly changing and result in both positive and negative impact on borrowers. Most macroeconomic conditions are not controllable by us and are incorporated into the qualitative risk factors. Natural and environmental disasters, political uncertainty, international instability, as well as problems in the traditional mortgage market are a few of the trends and conditions that are currently affecting the national and local economies. These changes have impacted borrowers’ ability, in many cases, to repay loans in a timely manner. On occasion, a loan’s primary source of repayment (i.e., personal income, cash flow, or lease income) may be eroded as a result of unemployment, lack of revenues, or the inability of a tenant to make rent payments.

The quality of our loan portfolio is contingent upon our risk selection and underwriting practices. Every credit with over $200,000 in exposure is summarized by our Credit Department and reviewed by the Loan Committee on a monthly basis. The Board of Directors reviews credits over $500,000 monthly with annual credit analyses conducted on these borrower upon the receipt of updated financial information. Prior to any extension of credit, every significant commercial loan goes through sound credit underwriting. The Credit Department conducts a detailed cash flow on each proposal using the most current financial information.

We have over 350 years of lending experience among our lending staff. In addition to the lending staff, we have an Advisory Board for each office comprised of business and community leaders from the specific office market area. An additional Advisory Board was created during 2012 to support our business efforts in the North Charleston area of South Carolina. As noted previously, the Bank recently announced its intention to open an office in North Charleston, South Carolina on Highway 78 and Ingleside Boulevard. We have signed a lease with an anticipated opening in the future. We meet with these advisory boards quarterly to discuss the trends and conditions in each respective market. We are aware of the many challenges currently facing the banking industry. As other banks look to increase earnings in the short term, we will continue to emphasize the need to maintain safe and sound lending practices and core deposit growth managed with a long term objective.

There continues to be an influx of new banks in our geographic area. This increase has decreased the local industry’s overall margins as a result of pricing competition. We believe that our borrowing base is well established and therefore unsound price competition is not necessary.

The risks associated with the effects of changes in credit concentration include loan concentration, geographic concentration and regulatory concentration.


As of September 30, 2015, there were only four Standard Industrial Code groups that comprised more than 2% of our total outstanding loans. The four groups are activities related to real estate, offices and clinics of doctors, real estate agents and managers, and legal services.

We are located along the coast and on an earthquake fault, increasing the chances that a natural disaster may impact us and our borrowers. We have a Disaster Recovery Plan in place; however, the amount of time it would take for our customers to return to normal operations is unknown. Our plan is reviewed and tested annually.

Loan and credit administration risk includes collateral documentation, insurance risk and maintaining financial information risk.

The majority of our loan portfolio is collateralized with a variety of our borrowers’ assets. The execution and monitoring of the documentation to properly secure the loan is the responsibility of our lenders and Loan Department. We require insurance coverage naming us as the mortgagee or loss payee. Although insurance risk is also considered collateral documentation risk, the actual coverage, amounts of coverage and increased deductibles are important to management. Recent legislation passed by Congress addresses the need for reform to the National Flood Insurance Program. This legislation, known as the Biggert Waters Flood Insurance Reform and Modernization Act of 2012, has resulted in significant unintended consequences causing dramatic increases in the cost of flood insurance coverage and its potential unaffordability. However, on March 14, 2014 the President signed the 2014 Homeowner Flood Insurance Affordability Act. This new law allows most properties to retain their subsidized premiums. Annual rate increases are also limited to 18% per year and the grandfather plan has been reinstated. In addition, the law requires the Federal Emergency Management Agency (“FEMA”) to refund policy holders who overpaid for premiums under the Biggert Waters Flood Insurance Reform and Modernization Act of 2012.

Risk includes a function of time during which the borrower’s financial condition may change; therefore, keeping financial information up to date is important to us. Our policy requires all new loans (with a credit exposure of $10,000 or more), regardless of the customer’s history with us, to have updated financial information. In addition, we monitor appraisals closely as real estate values are improving.

Based on our allowance for loan loss model, we recorded a provision for loan loss of $7,500 for the three months ended September 30, 2015 compared to $12,500 for the three months ended September 30, 2014. We believe our reserve is appropriate for our risk levels and anticipate strong loan growth in our improving economy. At September 30, 2015 the five-year average loss ratios were: .167% Commercial, .590% Consumer, .068% 1-4 Residential, .000% Real Estate Construction and .098% Real Estate Mortgage. The five-year historical loss ratio used at September 30, 2015 was .117% as compared to .172% at September 30, 2014.

During the three months ended September 30, 2015, charge-offs of $159,338 and recoveries of $33,351 were recorded to the allowance for loan losses, resulting in an allowance for loan losses of $3,289,271or 1.36% of total loans at September 30, 2015, compared to charge-offs of $18,838 and recoveries of $12,206 resulting in an allowance for loan losses of $3,385,676 or 1.47% of total loans at September 30, 2014.

We had impaired loans totaling $7,061,722 as of September 30, 2015 compared to $7,896,246 at September 30, 2014. Impaired loans include non-accrual loans with balances at September 30, 2015, and 2014, of $1,482,615 and $756,471, respectively and restructured loans (“TDR”) with balances at September 30, 2015 and 2014 of $433,743 and $473,119, respectively. We had two restructured loans at September 30, 2015 and September 30, 2014, respectively. According to GAAP, we are required to account for certain loan modifications or restructuring as a troubled debt restructuring, when appropriate. In general, the modification or restructuring of a debt is considered a TDR if we, for economic or legal reasons related to a borrower’s financial difficulties, grant a concession to the borrower that we would not otherwise consider. Changes that occurred between September 30, 2014 and September 30, 2015 include eight loan receivables with an aggregate balance of $2,033,535 at September 30, 2014 being removed from the impaired loan classification. The following table reflects the changes.


 

Balance at
9/30/14

   Estimated Loss at
9/30/14
  

Change at

9/30/15

$196,185  $No loss expected  Paid off
 51,959   No loss expected  Moved to satisfactory
 495,974   No loss expected  Moved to satisfactory
 180,992   50,255  Moved to OREO
 335,163   No loss expected  Paid off
 591,733   256,981  Paid off
 102,737   102,737  Charged off
 83,042   83,042  Charged off
$2,037,785  $493,015   

Two loan receivables with an aggregate balance of $547,933 at September 30, 2014 were removed after the borrowers consistently paid as agreed and made substantial reductions to principal. All principal and interest are current and repayment of the remaining contractual principal and interest is expected. Eight loans with an aggregate balance of $1,729,812 were added to the impaired loan classification between September 30, 2014 and September 30, 2015. After a comprehensive review of our loans, it was determined that it is probable that we will not collect all amounts due according to the contractual terms of their loan agreements. Total expected loss on these loans is estimated to be $127,650. We do not know of any loans which will not meet their contractual obligations that are not otherwise discussed herein.

The accrual of interest is generally discontinued on loans which become 90 days past due as to principal or interest. The accrual of interest on some loans, however, may continue even though they are 90 days past due if the loans are well secured or in the process of collection and we deem it appropriate. If non-accrual loans decrease their past due status to less than 30 days for a period of 6 to 9 months, they are reviewed individually to determine if they should be returned to accrual status. There was one loan over 90 days past due still accruing interest at September 30, 2015 and September 30, 2014, respectively.

Net charge-offs for the three months ended September 30, 2015 and September 30, 2014 were $125,987 and $6,632, respectively. Although uncertainty in the economic outlook still exists, we believe loss exposure in the portfolio is identified, reserved against and closely monitored to ensure that changes are promptly addressed in the analysis of reserve adequacy.

The following table represents the net charge-offs by loan type.

Net (charge-offs) recovery for the three months ended
  September 30, 2015 September 30, 2014
Commercial Loans $(99,737) $—   
Commercial Real Estate  (17,252)  (3,834)
Consumer Real Estate  —     —   
Consumer Other  (8,998)  (2,798)
Net (charge-offs) recovery $(125,987) $(6,632)

We believe the allowance for loan losses at September 30, 2015 is adequate to cover estimated losses in the loan portfolio; however, assessing the adequacy of the allowance is a process that requires considerable judgment. Our judgments are based on numerous assumptions about current events which we believe to be reasonable, but which may or may not be valid. Thus, there can be no assurance that loan losses in future periods will not exceed the current allowance amount or that future increases in the allowance will not be required. No assurance can be given that our ongoing evaluation of the loan portfolio in light of changing economic conditions and other relevant circumstances will not require significant future additions to the allowance, thus adversely affecting our operating results.


The following table presents a breakdown of the allowance for loan losses as of September 30, 2015 and 2014, respectively.

  September 30, 2015 September 30, 2014
  Allowance by
loan type
 Percentage of
loans to
total loans
 Allowance by
loan type
 Percentage of
loans to
total loans
Commercial Loans  948,042   21%  1,254,169   23%
Commercial Real Estate  1,269,726   51%  1,288,481   49%
Consumer Real Estate  911,243   26%  740,880   26%
Consumer Other  160,260   2%  102,146   2%
Total  3,289,271   100%  3,385,676   100%

The allowance is also subject to examination testing by regulatory agencies, which may consider such factors as the methodology used to determine adequacy and the size of the allowance relative to that of peer institutions, and other adequacy tests. In addition, such regulatory agencies could require us to adjust its allowance based on information available to them at the time of their examination.

The methodology used to determine the reserve for unfunded lending commitments, which is included in other liabilities, is inherently similar to the methodology used to determine the allowance for loan losses adjusted for factors specific to binding commitments, including the probability of funding and historical loss ratio. No provision was recorded during the three months ended September 30, 2015 or the three months ended September 30, 2014, resulting in no change to the balance of $20,825.

Other Income

Other income increased $44,653 or 7.23% to $662,038 for the three months ended September 30, 2015, from $617,385 for the three months ended September 30, 2014. This increase was primarily due to an increase in mortgage banking income of $29,773 or 7.77% to $413,077 for the three months ended September 30, 2015 as compared to $383,304 for the three months ended September 30, 2014. Mortgage originations increased $4,351,637 to $25,771,227 for the three months ended September 30, 2015, from $21,419,590 for the three months ended September 30, 2014. Low interest rates and a good economy in our market area contributed to this growth. According to the Charleston Trident Association of Realtors, home sales increased 9.6% in September 2015 as compared to the same time last year. Service charges fees and commissions increased $16,937 or 7.58% to $240,306 for the three months ended September 30, 2015. This increase was primarily due to an increase of $17,615 in debit card fees resulting from increased usage particularly by our business customers.

Other Expense

Other expense increased $130,764 or 5.83% to $2,372,742 for the three months ended September 30, 2015, from $2,241,978 for the three months ended September 30, 2014. This increase was primarily due to increases in salaries and employee benefits of $101,073$98,854 or 7.49%6.98% from $1,349,779$1.4 million for the three months ended September 30, 2014March 31, 2015 to $1,450,852$1.5 million for the three months ended September 30, 2015.March 31, 2016. Base wages increased $84,338$73,019 to $1,150,761$1.2 million for the three months ended September 30, 2015,March 31, 2016, as a result of annual merit increases and the addition of new positions in our Credit and Technology Departments, as well as a new mortgage lender.increases. The cost of providing insurance for employees, including workers compensation, increased $8,935$11,554 from $144,170$142,960 for the three months ended September 30, 2014March 31, 2015 to $153,105$154,514 for the three

months ended September 30, 2015.March 31, 2016. Our Employee Stock Ownership Plan (“ESOP”) contribution increased $12,500$7,500 for the three months ended September 30, 2015,March 31, 2016, as our monthly contribution increased from $22,500 in 2014 to $25,000 in 2015 with an additional $2,500 increaseto $27,500 in July 2015.2016. We also saw an increase of $26,165$71,990 in other operating expenses from $522,998$559,282 for the three months ended September 30, 2014,March 31, 2015, to $549,163$631,272 for the three months ended September 30, 2015.March 31, 2016. This increase was primarily due to the increases in data processingprofessional fees, employee training and sundry losses. Our data processing fees fluctuate due to usage of electronic banking by our business and personal customers. Meanwhile, continued focus on the development of our young bankers drove the increase in employee training expenses. Sundry losses can be losses due to bank error, fraud, item processing, or theft.


 

Income Tax Expense

ForWe incurred income tax expense of $567,071 for the three months ended September 30, 2015,March 31, 2016 as compared to $562,775 during the Company’ssame period in 2015. Our effective tax rate was 31.50% compared to 31.98% during32.17% and 31.84% for the three months ended September 30, 2014.

Comparison of Nine Months Ended September 30,March 31, 2016 and 2015, to Nine Months Ended September 30, 2014

Net income increased $449,878 or 14.03% to $3,657,316 forrespectively. The increase in the nine months ended September 30, 2015 from $3,207,438 foreffective tax rate during the nine months ended September 30, 2014. Basic and diluted earnings per share for the nine months ended September 30, 2015 were $.74 and $.72, respectively, compared to basic and diluted earnings per share of $.65 and $.64, respectively, for the nine months ended September 30, 2014. This increase2016 period is primarily due to increases in interest and fees on loans, interest and dividends earned on investment securities, and mortgage banking income as well as a gain recognized on the sale of investment securities available for sale.

Net Interest Income

Net interest income increased $646,949 or 6.76% to $10,218,156 for the nine months ended September 30, 2015 from $9,633,707 for the nine months ended September 30, 2014. This increase was primarily due to increases in interest and fees on loans and interest and dividends on investment securities. Interest and fees on loans increased $405,669 or 4.83% to $8,798,553 for the nine months ended September 30, 2015 as the result of an improving local economy and consumer confidence. Interest and dividends on investment securities increased $254,515 or 16.79% to $1,770,754 for the nine months ended September 30, 2015 from $1,516,239 for the nine months ended September 30, 2014.

Average earning assets increased $27,123,091 or 7.87% to $371,933,389 for the nine months ended September 30, 2015 from $344,810,298 for the nine months ended September 30, 2014. Average loans increased $12.5 million or 5.42% for the nine months ended September 30, 2015. Average investments increased $11.5 million or 12.03% to $106,900,893 for the nine months ended September 30, 2015 from $95,420,572 for the nine months ended September 30, 2014.

Allowance for Loan Losses

The contribution to the allowance for loan losses for the nine months ended September 30, 2015 was $82,500 compared to $62,500 for the nine months ended September 30, 2014. The Loan Committee determined that this contribution was appropriate based upon the strengthlesser impact of our reserve and the anticipation of strong loan growth and an improving economy. During the period, we reduced the specific reserve from 100% to 50% for a borrower who has had a vast improvement in its financial condition. Three impaired loans with an estimated loss of $97,238 were paid off during the nine months ended September 30, 2015. We had net charge-offs of $128,077 for the nine months ended September 30, 2015, compared with net recoveries of $30,899 for the nine months ended September 30, 2014. Charge-offs of $201,071, recoveries of $72,994, together with the contribution to the allowance, resulted in an allowance for loan losses of $3,289,271 or 1.36% of total loans at September 30, 2015.

The following table represents the net charge-offs by loan type.

Net (charge-offs) recovery for the nine months ended
  September 30, 2015 September 30, 2014
Commercial Loans $(90,573) $—   
Commercial Real Estate  (8,252)  11,313 
Consumer Real Estate  —     —   
Consumer Other  (29,252)  19,586 
Net (charge-offs) recovery $(128,077) $30,899 

Other Income

Non-interest income increased $421,235 or 22.89% to $2,261,188 for the nine months ended September 30, 2015. Our mortgage banking income increased $334,167 or 36.58% to $1,247,813 for the nine months ended September 30, 2015 from $913,646 for the nine months ended September 30, 2014. Mortgage banking income is highly influenced by mortgage interest rates and the housing market. According to local real estate market reports, the sales volume in the Charleston market at September 30 2015 was nearly 16% above the volume at September 30, 2014. Mortgage loan originations increased $24,511,650 or 48.76% to $74,776,964 for the nine months ended September 30, 2015 from $50,265,314 for the nine months ended September 30, 2014. Service charges, fees and commissions increased $48,993 to $728,799 for the nine months ended September 30, 2015 from $679,806 for the nine months ended September 30, 2014. This increase was primarily due to an increase of $45,091 in debit card fees resulting from increased usage particularly by our business customers. We also had a gain of $264,401 on the sale of $15,500,000 investment securities during the nine months ended September 30, 2015 compared to a gain of $223,735 on the sale of $19,000,000 investment securities during the nine months ended September 30, 2014.


tax-exempt income.

 

Other Expense

Other expense increased $375,838 or 5.58% to $7,111,254 for the nine months ended September 30, 2015, from $6,735,416 for the nine months ended September 30, 2014. Salaries and employee benefits increased $333,964 or 8.33% from $4,008,738 for the nine months ended September 30, 2014 to $4,342,702 for the nine months ended September 30, 2015. Base wages increased $251,243 to $3,415,839 for the nine months ended September 30, 2015. This increase was primarily due to annual merit increases and the addition of new positions in our Credit and Technology Departments, as well as a new mortgage lender. The cost of providing insurance for employees including workers compensation increased $30,518 from $428,389 for the nine months ended September 30, 2014 to $458,907 for the nine months ended September 30, 2015. Our monthly contribution to the ESOP increased from $22,500 in 2014 to $25,000 for the first six months of 2015. The Board of Directors approved another increase in July 2015, to $27,500. Contributions to the ESOP increased 13.41% for the nine months ended September 30, 2015 as compared to the same period in 2014.

Our net occupancy expense increased $10,425 or .95% to $1,112,354 for the nine months ended September 30, 2015, from $1,101,929 for the nine months ended September 30, 2014. Our net occupancy expense includes rent and insurance on our banking locations as well as the cost of repairs and maintenance on these facilities. Occupancy expense increased primarily due to annual rent increases at our Meeting Street and Summerville banking locations as well as an increase in insurance on banking locations, offset by a decrease in the cost of maintenance and repairs and depreciation on furniture, fixtures and equipment.

Other operating expenses increased $31,449 to $1,656,198 for the nine months ended September 30, 2015 from $1,624,749 for the nine months ended September 30, 2014. We experienced increases of $12,500 in charitable contributions, $13,588 in data processing fees, $12,058 in employee training, offset by a decrease of $15,284 in sundry losses. We increased our charitable contributions to many local organizations that we have supported in the past and also supported additional organizations which led to an increase in our charitable giving. Our data processing fees fluctuate due to usage of electronic banking primarily by our business customers. Meanwhile, continued focus on the development of our young bankers drove the increase in employee training expenses. Sundry losses can be losses due to bank error, fraud, item processing, or theft.

Income Tax Expense

For the nine months ended September 30, 2015, the Company’s effective tax rate was 31.87% compared to 31.08% during the nine months ended September 30, 2014.

Off Balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used by us for general corporate purposes or for customer needs. Corporate purpose transactions are used to help manage credit, interest rate and liquidity risk or to optimize capital. Customer transactions are used to manage customer requests for funding.

Our off-balance sheet arrangements consist principally of commitments to extend credit described below. We estimate probable losses related to binding unfunded lending commitments and record a reserve for unfunded lending commitments in other liabilities on the consolidated balance sheet. At September 30, 2015 and 2014, the balance of this reserve was $20,825. At September 30, 2015 and 2014, we had no interests in non-consolidated special purpose entities.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management'sour credit evaluation of the borrower. Collateral held varies but may include accounts receivable, negotiable instruments, inventory, property, plant and equipment, and real estate. Commitments to extend credit, including unused lines of credit, amounted to $82,753,090$85.1 million and $59,283,544$87.6 million at September 30,March 31, 2016 and December 31, 2015, and 2014, respectively, due to an improving economy, customer confidence in the future, and improving loan demand.


respectively.

 

Standby letters of credit represent our obligation to a third party contingent upon the failure of our customer to perform under the terms of an underlying contract with the third party or obligates us to guarantee or stand as surety for the benefit of the third party. The underlying contract may entail either financial or nonfinancial obligations and may involve such things as the shipment of goods, performance of a contract, or repayment of an obligation. Under the terms of a standby letter, generally drafts will be drawn only when the underlying event fails to occur as intended. We can seek recovery of the amounts paid from the borrower. The majority of these standby letters of credit are unsecured. Commitments under standby letters of credit are usually for one year or less. The maximum potential amount of undiscounted future payments related to standby letters of credit at September 30,March 31, 2016 and December 31, 2015 was $780,187 and 2014 was $567,427 and $657,593,$745,187, respectively.

 

We originate certain fixed rate residential loans and commit these loans for sale. The commitments to originate fixed rate residential loans and the sales commitments are freestanding derivative instruments. We had forward sales commitments, totaling $7.0$3.9 million at September 30,March 31, 2016, to sell loans held for sale of $3.9 million, compared to forward sales commitments of $5.8 million at December 31, 2015, to sell loans held for sale of $7.0 million. At September 30, 2014, we had forward sales commitments of $6.6$5.8 million. The fair value of these commitments was not significant at September 30, 2015March 31, 2016 or 2014.December 31, 2015. We had no embedded derivative instruments requiring separate accounting treatment.

 

Once we sell certain fixed rate residential loans, the loans are no longer reportable on our balance sheet. With most of these sales, we have an obligation to repurchase the loan in the event of a default of principal or interest on the loan. This recourse period ranges from three to nine months withmonths. Misrepresentation or fraud carries unlimited recourse as a result of fraud.time for recourse. The unpaid principal balance of loans sold with recourse was $13.03$14.1 million at September 30, 2015March 31, 2016 and $9.7$13.1 million at September 30, 2014.December 31, 2015. For the ninethree months ended September 30,March 31, 2016 and March 31, 2015, and September 30, 2014 there were no loans repurchased.

 

Liquidity

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

 

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

 

Proper liquidity management is crucial to ensure that we are able to take advantage of new business opportunities as well as meet the credit needs of our existing customers. Investment securities are an important tool in our liquidity management. Our primary liquid assets are cash and due from banks, federal funds sold, investments available for sale, other short-term investments and mortgage loans held for sale. Our primary liquid assets accounted for 36.9337.01% and 38.61%38.83% of total assets at September 30,March 31, 2016 and December 31, 2015, and 2014, respectively. Securities classified as available for sale, which are not pledged, may be sold in response to changes in interest rates and liquidity needs. All of the securities presently owned are classified as Available for Sale. Net cash provided by operations and deposits from customers have been the primary sources of liquidity. At September 30, 2015,March 31, 2016, we had unused short-term lines of credit totaling approximately $18 million (which can be withdrawn at the lender'slender’s option). Additional sources of funds available to us for additional liquidity needs include borrowing on a short-term basis from the Federal Reserve System, increasing deposits by raising interest rates paid and selling mortgage loans held for sale. We established a Borrower-In-Custody arrangement with the Federal Reserve. This arrangement permits us to retain possession of assets pledged as collateral to secure advances from the Federal Reserve Discount Window. At September 30, 2015March 31, 2016 we could borrow up to $74$76 million. There have been no borrowings under this arrangement.

 

Our core deposits consist of non-interest bearing accounts, NOW accounts, money market accounts, time deposits and savings accounts. We closely monitor our level of certificates of deposit greater than $100,000 and other large deposits. We maintain a Contingency Funding Plan (“CFP’) that identifies liquidity needs and weighs alternate courses of action designed to address these needs in emergency situations. We perform a quarterly cash flow analysis and stress test the CFP to evaluate the expected funding needs and funding capacity during a liquidity stress event. We believe our liquidity sources are adequate to meet our operating needs and do not know of any trends, events or uncertainties that may result in a significant adverse effect on our liquidity position. At September 30,March 31, 2016 and December 31, 2015, and 2014, our liquidity ratio was35.70%33.35% and 36.58%33.27%, respectively.


 

Capital Resources

Our capital needs have been met to date through the $10,600,000$10.6 million in capital raised in our initial offering, the retention of earnings less dividends paid and the exercise of stock options for a totalto purchase. Total shareholders’ equity at September 30, 2015, of $38,997,361.March 31, 2016 was $40.3 million. The rate of asset growth since our inception has not negatively impacted this capital base.

 

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

Basel III became effective on January 1, 2015. The purpose is to improve the quality and increase the quantity of capital for all banking organizations. The minimum requirements for the quantity and quality of capital were increased. The rule includes a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and requires a minimum leverage ratio of 4%. In addition, the rule also implements strict eligibility criteria for regulatory capital instruments and improves the methodology for calculating risk-weighted assets to enhance risk sensitivity. Full compliance with all of the final rule requirements will be phased in over a multi-year schedule. The Bank’s total risk-based capital ratio at September 30,March 31, 2016 and December 31, 2015 for the Bank was 15.19%.15.11% and 15.42%, respectively.

At September 30, 2015,March 31, 2016, the Company and the Bank were categorized as “well capitalized” under Basel III. To be categorized as “well capitalized” the Company and the Bank must maintain minimum total risk based, Tier 1 risk based, common equity Tier 1 risk based capital and Tier 1 leverage ratios of 10%, 8.0%, 6.5% and 5%, respectively, and to be categorized as “adequately capitalized,” the Company and the Bank must maintain minimum total risk based, Tier 1 risk based, common equity Tier 1 risk based capital, and Tier 1 leverage ratios of 8%, 6%, 4.5%, and 4.0%, respectively.

Prior to January 1, 2015, the capital rules for US Banks were based on Basel I which was designed to highlight differences in risk profiles among financial institutions and to account for off-balance sheet risk. Basel I required a minimum risk-based capital ratio of 8% for bank holding companies and banks. The total risk-based capital ratio at September 30, 2014 for the Bank was 14.81%.

At September 30, 2014, the Company and Bank were categorized as “well capitalized” under Basel I. To be categorized as “well capitalized” the Company and the Bank had to maintain minimum total risk based, Tier 1 risk based and Tier 1 leverage ratios of 10%, 6% and 5%, respectively, and to be categorized as “adequately capitalized,” the Company and the Bank had to maintain minimum total risk based, Tier 1 risk based and Tier 1 leverage ratios of 8%, 4% and 4%, respectively.

 

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a material effect on the financial statements. We must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by

the regulators about components, risk weightings and other factors. Current and previous quantitative measures established by regulation to ensure capital adequacy require that we maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and to average assets. We believe, as of September 30, 2015,Management expects that the capital ratios for the Company and the Bank meet allunder Basel III will continue to exceed the well-capitalized minimum capital adequacy requirements to which we are subject.requirements.

 

There areThe Company had no current conditions or events that we are awarematerial commitments for capital expenditures as of that would change the Company’s or the Bank’s category.March 31, 2016 and December 31, 2016, respectively. 


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

Item 4. Controls and Procedures

 

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

 

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 as amended (the “Act”) was carried out as of September 30, 2015March 31, 2016 under the supervision and with the participation of the Bank of South Carolina Corporation’s management, including its President/Chief Executive Officer and the Chief Financial Officer/ExecutiveSenior Vice President and several other members of the Company’s senior management. Based upon that evaluation, Bank of South Carolina Corporation’s management, including the President/Chief Executive Officer and the Chief Financial Officer/ExecutiveSenior Vice President concluded that, as of September 30, 2015,March 31, 2016, the Company’s disclosure controls and procedures were effective in ensuring that the information the Company is required to disclose in the reports filed or submitted under the actAct has been (i) accumulated and communicated to management (including the President/Chief Executive Officer and Chief Financial Officer/ExecutiveSenior Vice President) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

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

 

Under the supervision and with the participation of management, including the President/Chief Executive Officer and the Chief Financial Officer/ExecutiveSenior Vice President, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of September 30, 2015,March 31, 2016, based on the 2013 framework established in a report entitled“Internal Control-Integrated Framework”issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

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

 

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2016. Based on this assessment, the President/Chief Executive Officer and the Chief Financial Officer/Executive Vice President believemanagement believes that as of September 30, 2015,March 31, 2016, the Company’s internal control over financial reporting was effective. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2015,March 31, 2016, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


 

Part II. OtherInformation

 

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

Part II. Other Information

Item 1. Legal Proceedings

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

 

Item 1A. Risk Factors

Not required.

 

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

None.

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Removed and ReservedMine Safety Disclosure

None.

 

Item 5. Other Information

None.

 

Item 6. Exhibits

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

Page

(1)Consolidated Balance Sheets3
(2)  Consolidated Statements of Income4
(3) Consolidated Statements of Comprehensive Income6
(4) Consolidated Statements of  Shareholders’ Equity7
(5)Consolidated Statements of Cash Flows8
(6)Notes to Consolidated Financial Statements 9-32


 

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

    Page
     
 (1) Consolidated Balance Sheets3
 (2) Consolidated Statements of Income4
 (3) Consolidated Statements of Comprehensive Income5
 (4) Consolidated Statements of Shareholders’ Equity6
 (4) Consolidated Statements of Cash Flows7
 (5) Notes to Consolidated Financial Statements8-25

2.   Exhibits
 2.0Plan of Reorganization (Filed with 1995 10-KSB)
 3.0Articles of Incorporation of the Registrant (Filed with 1995 10-KSB)
 3.1By-laws of the Registrant (Filed with 1995 10-KSB)
 3.2Amendments to the Articles of Incorporation of the Registrant (Filed with Form S on June 23, 2012)2011)
 4.020152016 Proxy Statement (Filed with 20142015 10-K)
 10.0Lease Agreement for 256 Meeting Street (Filed with 1995 10-KSB)
 10.1Sublease Agreement for Parking Facilities at 256 Meeting Street (Filed with 1995 10-KSB)
 10.2Lease Agreement for 100 N. Main Street, Summerville, SC (Filed with 1995 10-KSB)
 10.3Lease Agreement for 1337 Chuck Dawley Blvd., Mt. Pleasant, SC (Filed with 1995 10-KSB)
 10.4Lease Agreement for 1071 Morrison Drive, Charleston, SC (Filed With 2010 10-K)
  Lease Agreement for 1071 Morrison Drive, Charleston, SC (Filed with September 30, 2014 10-Q)
 10.51998 Omnibus Stock Incentive Plan (Filed with 2008 10-K/A)
 10.6Employee Stock Ownership Plan (Filed with 2008 10-K/A)
  Employee Stock Ownership Plan, Restated (Filed with 2011 Proxy Statement)
 10.72010 Omnibus Incentive Stock Option Plan (Filed with 2010 Proxy Statement)
 10.8Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (filed(Filed with 2013 10-K)
 10.9Assignment and Assumption of Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2015 10-K)
10.10First Amendment to Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2015 10-K)
10.11Second Amendment to Lease Agreement for Highway 78 Ingleside Boulevard North Charleston, SC (Filed with 2015 10-K)
 14.0Code of Ethics (Filed with 2004 10-KSB)
 21.0List of Subsidiaries of the Registrant (Filed with 1995 10-KSB)
  The Registrant's only subsidiary is The Bank of South Carolina (Filed with 1995 10-KSB)
 31.1Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief Executive Officer
 31.2Certification pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer
 32.1 Certification pursuant to Section 1350
 32.2 Certification pursuant to Section 1350
 

101.INS

XBRL Instance Document

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document
 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


 

Signatures

 

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

 

 Bank of South Carolina Corporation
 

NovemberMay 6, 2015
2016By:/s/Fleetwood S. Hassell
  Fleetwood S. Hassell
  President/Chief Executive Officer
   
 
By:/s/Sheryl G. SharryEugene H. Walpole, IV
  Sheryl G. SharryEugene H. Walpole, IV
  Chief Financial Officer/
  ExecutiveSenior Vice President

 36