EX-99.1 2 exhibit991selectfinancials.htm EX-99.1 Document

Exhibit 99.1

Select Bancorp, Inc.
Consolidated Balance Sheets
($ in thousands)September 30,
2021 (unaudited)
December 31,
2020
ASSETS  
Cash and due from banks$23,403 23,324 
Interest earning deposits in other banks165,863 87,399 
Certificates of deposit250 — 
Federal funds sold2,395 5,364 
CASH AND CASH EQUIVALENTS191,911 116,087 
Investment securities available for sale, at fair value228,255 194,492 
Loans held for sale— 2,064 
Loans1,293,434 1,304,384 
Allowance for loan losses(12,554)(14,108)
NET LOANS1,280,880 1,290,276 
Accrued interest receivable4,737 5,110 
Stock in Federal Home Loan Bank ("FHLB"), at cost862 1,147 
Other non-marketable securities655 709 
Foreclosed real estate2,409 2,172 
Premises and equipments, net19,559 20,587 
Right of use lease asset7,952 8,558 
Bank-owned life insurance30,901 30,432 
Goodwill42,907 42,907 
Core deposit intangible1,091 1,513 
Other assets14,952 13,991 
TOTAL ASSETS$1,827,071 1,730,045 
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:      Demand$475,636 395,916 
Savings58,425 51,843 
Money market and NOW705,117 649,677 
Time326,267 388,381 
TOTAL DEPOSITS1,565,445 1,485,817 
Long-term debt12,372 12,372 
Lease liability8,426 8,930 
Accrued interest payable105 246 
Accrued expenses and other liabilities13,601 7,312 
TOTAL LIABILITIES1,599,949 1,514,677 
Shareholders' Equity
Preferred stock, no par value per share.  5,000,000 shares authorized; no preferred shares were
Issued and outstanding September 30, 2021 and December 31, 2020— — 
Common stock, $1 par value.  50,000,000 shares authorized; 17,252,000 and 17,507,103 shares
Issued & outstanding at September 30, 2021 and December 31, 2020, respectively17,252 17,507 
Additional paid in capital132,704 135,058 
Retained earnings79,406 60,838 
Common stock issued to deferred compensation trust, at cost; 272,509 and 274,956 shares
    outstanding at September 30, 2021 and December 31, 2020, respectively(2,449)(2,416)
Directors' Deferred Compensation Plan Rabbi Trust2,449 2,416 
Accumulated other comprehensive (loss) income(2,240)1,965 
TOTAL SHAREHOLDERS' EQUITY227,122 215,368 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,827,071 1,730,045 
See accompanying notes to unaudited consolidated financial statements.
1


Select Bancorp, Inc.
Consolidated Statements of Operations (Unaudited)
($ in thousands, except share data-unaudited)Nine Months Ended
September 30,
20212020
INTEREST INCOME
Loans$50,743 43,079 
Federal funds sold and interest-earning deposits in other banks139 255 
Investments2,864 1,169 
TOTAL INTEREST INCOME53,746 44,503 
INTEREST EXPENSE
Money market, NOW, and savings deposits2,116 1,887 
Time deposits2,457 4,922 
Short-term debt48 373 
Long-term debt204 896 
TOTAL INTEREST EXPENSE4,825 8,078 
NET INTEREST INCOME48,921 36,425 
(Recovery of) provision for loan losses(1,334)5,844 
NET INTEREST INCOME AFTER (RECOVERY OF) PROVISION FOR LOAN LOSSES50,255 30,581 
NONINTEREST INCOME
Service charges on deposit accounts759 801 
Fees from sale of mortgages787 1,165 
Fees from sale of SBA loans416 — 
Other fees and income3,286 2,613 
TOTAL NON-INTEREST INCOME5,248 4,579 
NONINTEREST EXPENSES
Personnel18,042 17,160 
Occupancy and equipment2,966 2,925 
Deposit insurance866 434 
Professional fees1,444 1,222 
Core deposit intangible amortization422 553 
Merger/acquisition related expenses— 755 
Information systems3,152 3,053 
Foreclosure-related expenses109 420 
Other4,509 3,294 
TOTAL NON-INTEREST EXPENSE31,510 29,816 
INCOME BEFORE INCOME TAXES23,993 5,344 
Income tax expense5,425 1,102 
NET INCOME$18,568 4,242 
Earnings per common share:
Basic$1.07 0.24 
Diluted1.07 0.23 
Weighted average common shares outstanding:
Basic17,281,656 18,038,345 
Diluted17,329,035 18,062,170 
See accompanying notes to unaudited consolidated financial statements.
2


Select Bancorp, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
    
($ in thousands)Nine Months Ended
September 30,
20212020
Net income$18,568 4,242 
Other comprehensive (loss) income:
Unrealized (loss) gains on investment securities-available for sale(5,461)822 
Tax effect1,256 (189)
Total(4,205)633 
Total comprehensive income$14,363 $4,875 
See accompanying notes to unaudited consolidated financial statements.
3


Select Bancorp, Inc.
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)

($ in thousands, except share data)Common StockAdditional paid-in capitalRetained
Earnings
Deferred Comp PlanCommon stock issued to Deferred Comp TrustAccumulated
Other
Comprehensive
Income
(Loss)
Total
Shareholders’
Equity
SharesAmount
Nine Months Ended September 30, 2020
Balances, January 1, 202018,330,058 $18,330 140,870 52,675 2,815 (2,815)900 212,775 
Net income4,242 4,242 
Directors' equity incentive plan, net(463)463 — 
Stock repurchases(544,506)(544)(4,011)(4,555)
Stock option exercises1,000 6
Stock-based compensation265265 
Other comprehensive income633 633 
Balances, September 30, 202017,786,552 $17,787 137,130 56,917 2,352 (2,352)1,533 213,367 
Nine Months Ended September 30, 2021
Balances, January 1, 202117,507,103 $17,507 135,058 60,838 2,416 (2,416)1,965 215,368 
Net income18.568 18,568 
Directors' equity incentive plan, net33(33)— 
Stock repurchases(286,799)(287)(2,907)(3,194)
Stock option exercised31,696 32253285 
Stock-based compensation300300 
Other comprehensive loss(4,205)(4,205)
Balances, September 30, 202117,252,000 $17,252 132,704 79,406 2,449 (2,449)(2,240)227,122 

See accompanying notes to unaudited consolidated financial statements.

4


Select Bancorp, Inc.
Consolidated Statements of Cash Flows (Unaudited)
($ in thousands)Nine Months Ended September 30,
20212020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$18,568 4,242 
Reconciliation of net income to net cash provided by operating activities:
(Recovery of) provision for credit losses(1,334)5,844 
Depreciation and amortization of premises and equipment1,066 1,335 
Amortization and accretion of investment securities569 436 
Amortization of right of use lease asset606 941 
Accretion of deferred loan fees and costs(3,522)(688)
Amortization of core deposit intangible422 553 
Accretion of acquisition premium on time deposits(183)(206)
Stock-based compensation300 265 
Accretion on acquired loans(1,300)(1,075)
Proceeds from loans held for sale42,628 43,904 
Originations of loans held for sale(39,361)(44,756)
Gain on sale of loans held for sale(1,203)(1,165)
Net loss on sale and write downs of foreclosed real estate88 390 
Increase in cash surrender value of bank owned life insurance(469)(482)
Change in assets and liabilities:— — 
    Net change in accrued interest receivable373 41 
    Net change in other assets349 (6,029)
    Net change in accrued expenses and other liabilities6,148 15,889 
NET CASH PROVIDED BY OPERATING ACTIVITIES23,745 19,439 
CASH FLOWS FROM INVESTING ACTIVITIES
Redemption (purchase) of FHLB stock285 (14)
Redemption of non-marketable security— 
Purchase of investments securities available for sale(54,537)(39,794)
Maturities of investment securities available for sale3,436 10,511 
Proceeds from the sale of available for sale securities500 — 
Cash received from branch acquisition— 60,234 
Mortgage-backed securities pay-downs10,808 14,602 
Net change in loans outstanding13,550 (149,341)
Proceed from sale of foreclosed real estate1,677 180 
Purchases of premises and equipment(38)(1,531)
NET CASH USED IN INVESTING ACTIVITIES(24,319)(105,152)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits79,811 294,665 
Repayment of lease liabilities(504)(825)
Repurchase of common stock(3,194)(4,556)
Proceeds from stock option exercised285 
NET CASH PROVIDED BY FINANCING ACTIVITIES76,398 289,291 
NET CHANGE IN CASH AND CASH EQUIVALENTS75,824 203,578 
CASH AND CASH EQUIVALENTS, BEGINNING116,087 79,077 
CASH AND CASH EQUIVALENTS, ENDING$191,911 282,655 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest paid$4,966 8,207 
Cash paid during the period for income taxes paid2,933 3,202 
Non-cash: Unrealized (loss) gain on securities available for sale, net of taxes(4,205)633 
Non-cash: Foreclosed loans transferred to other real estate2,023 274 
Acquisition:
Assets acquired (excluding goodwill)— 170,914 
Liabilities assumed— 186,416 
Goodwill recorded— 17,335 
See accompanying notes to consolidated financial statements.
5


SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)
NOTE A - BASIS OF PRESENTATION

Select Bancorp, Inc. (the “Company”) is a bank holding company whose principal business activity consists of ownership of Select Bank & Trust Company (referred to as the “Bank”). In 2004, the Company formed New Century Statutory Trust I, which issued trust preferred securities to provide additional capital for general corporate purposes, including the current and future expansion of the Company. New Century Statutory Trust I is not a consolidated subsidiary of the Company.

All significant inter-company transactions and balances have been eliminated in consolidation. In management’s opinion, the financial information, which is unaudited, reflects all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial information as of and for the nine months ended September 30, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The organization and business of the Company, accounting policies followed by the Company and other relevant information are contained in the notes to the financial statements filed as part of the Company’s 2020 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021. This quarterly report should be read in conjunction with the Annual Report.

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, as well as the amounts of income and expense during the reporting period. Actual results could differ from those estimates. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

As described in more detail in Note J to the consolidated financial statements, on June 1, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with First Bancorp, the holding company for First Bank, Southern Pines, North Carolina, pursuant to which the Company will merge with and into First Bancorp (the “Merger”), and the Bank will merge with and into First Bank.

COVID-19. Significant progress has been made to combat the outbreak of the coronavirus disease, or COVID-19, that was declared a global pandemic by the World Health Organization in March of 2020. However, the COVID-19 pandemic has adversely impacted a broad range of industries in which the Company’s customers operate and could still impair their ability to meet their financial obligations to the Company. The Company’s business depends upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. Although it appears that public health and economic conditions are trending in a positive direction as of September 30, 2021, a resurgence of COVID-19 could result in further adverse effects on the Company’s business, financial condition, results of operations, and cash flows. It is not possible to know the full extent of the impact of COVID-19 and the measures enacted to curtail its spread on the Company’s future operations.
NOTE B - EARNINGS PER SHARE

Basic net income per share is computed based upon the weighted average number of shares of common stock outstanding during the period. Diluted net income per share includes the dilutive effect of stock options outstanding during the period. At September 30, 2021 and 2020 there were 98,100 and 243,120 anti-dilutive stock options outstanding, respectively.

6


For the Nine Months Ended September 30,
20212020
($ in thousands, except per share amount)Income (Numerator)Shares (Denominator)Per Share AmountIncome (Numerator)Shares (Denominator)Per Share Amount
Net Income$18,568 $4,242 
Weighted Average number of common shares used in computing basic net income per share17,281,656 $1.07 18,038,345 $0.24 
Effect of dilutive stock options47,379 23,825 
Weighted average number of common shares and dilutive potential common shares used in computing diluted net income per share17,329,035 $1.07 18,062,170 $0.23 


NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

The following summarizes recent accounting pronouncements and their expected impact on the Company:

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, including loans and available-for-sale debt securities. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. On October 16, 2019, the FASB voted to delay implementation of CECL until January 2023 for certain companies, including smaller reporting companies (as defined by the SEC). The Company currently qualifies as a smaller reporting company and is still assessing the impact that this new guidance will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 - Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides for temporary, optional guidance to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The provisions of this ASU are elective and applicable to all entities that have contracts, hedging relationships and other transactions, subject to certain criteria, that reference LIBOR or another reference rate to be discontinued because of reference rate reform. There are practical expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedge accounting relationships affected by reference rate reform in order to facilitate a smoother transition to new reference rates. For contracts meeting certain criteria, a change in the contract's reference interest rate would be accounted for as a continuation of that contract rather than the creation of a new contract. This provision applies to loans, debt, leases, and other arrangements. An entity will also be permitted to preserve its hedge accounting when updating its hedging strategies in response to reference rate reform. The guidance will only apply to contracts or hedge accounting relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. This ASU was effective upon issuance and generally can be applied through December 31, 2022. The Company has evaluated this ASU and does not expect it to have an impact on the Company’s consolidated financial position.


NOTE D - FAIR VALUE MEASUREMENTS

Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but clarifies and standardizes some divergent practices that have emerged since prior guidance
7


was issued. ASC 820 creates a three-level hierarchy under which individual fair value estimates are to be ranked based on the relative reliability of the inputs used in the valuation.

Fair value estimates are made at a specific moment in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.

Because no active market readily exists for a portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

●    Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.
●    Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
●    Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis.

Investment Securities Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include U.S. government agencies, mortgage-backed securities issued by government sponsored entities ("GSEs"), and municipal bonds. There have been no changes in valuation techniques for the nine months ended September 30, 2021. Valuation techniques are consistent with techniques used in prior periods.

The following tables summarize quantitative disclosures about the fair value measurement for each category of assets carried at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands):
8


Investment securities available for sale September 30, 2021Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
U.S. government agencies GSE's$51,127 $— 51,127 — 
Mortgage-backed securities - GSE's84,843 — 84,843 — 
Corporate bonds1,750 — 1,750 — 
Municipal bonds90,535 — 90,535 — 
Total investment available for sale$228,255 — 228,255 — 
Investment securities available for sale December 31, 2020Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
U.S. government agencies GSE's$50,232 $— 50,232 — 
Mortgage-backed securities - GSE's48,931 — 48,931 — 
Corporate bonds2,350 — 2,350 — 
Municipal bonds92,979 — 92,979 — 
Total investment available for sale$194,492 — 194,492 — 

The following is a description of valuation methodologies used for assets recorded at fair value on a non-recurring basis.

Impaired Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and a specific reserve in the allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC 310, “Receivables”. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, or liquidation value and discounted cash flows. 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, 2021 and December 31, 2020, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. Impaired loans where a specific reserve is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as non-recurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as non-recurring Level 3. The significant unobservable input used in the fair value measurement of the Company’s impaired loans is the discount applied to appraised values to account for expected liquidation and selling costs. At September 30, 2021 and December 31, 2020, the discounts used are weighted between 3% and 20%. There were no transfers between levels from the prior reporting periods, and there have been no changes in valuation techniques for the nine months ended September 30, 2021.

Foreclosed Real Estate

Foreclosed real estate are properties recorded at the balance of the loan or an estimated fair value of the real estate collateral less estimated selling costs, whichever is less. Inputs include appraised values on the properties or recent sales activity for similar assets in the property’s market. Therefore, foreclosed real estate is classified within Level 3 of the hierarchy. The significant unobservable input used in the fair value measurement of the Company’s foreclosed real estate is the discount applied to appraised values to account for expected liquidation and selling
9


costs. At September 30, 2021 and December 31, 2020, the discounts used ranged between 6% and 10%. There have been no changes in valuation techniques for the nine months ended September 30, 2021.

Loans held for sale

The Company originates 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. 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. The Company usually delivers to, and receives 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. The Company is not obligated to deliver a loan or pay a penalty if a loan is not delivered to the investor. Because of the short-term nature of these derivative contracts, the fair value of the mortgage loans held for sale in most cases is materially 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. Gains or losses on sales of loans are recognized when control over these assets is surrendered and such gains or losses are included in mortgage banking income in the consolidated statements of income.

The following tables summarize quantitative disclosures about the fair value measurement for each category of assets carried at fair value on a non-recurring basis as of September 30, 2021 and December 31, 2020 (in thousands):

Asset Category - September 30, 2021Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Impaired loans$3,688 — — 3,688 
Foreclosed real estate2,409 — — 2,409 
Total$6,097 — — 6,097 

Asset Category - December 31, 2020Fair ValueQuoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Impaired loans$6,790 — — 6,790 
Foreclosed real estate2,172 — — 2,172 
Total$8,962 — — 8,962 

The following table presents the carrying values and estimated fair values of the Company’s financial instruments at September 30, 2021 and December 31, 2020:

10


 September 30, 2021
($ in thousands)Carrying
Amount
Estimated
Fair Value
Level 1Level 2Level 3
Financial assets:
Cash and due from banks$23,403 $23,403 $23,403 $— — 
Certificates of deposit250 250 250 — — 
Interest-earning deposits in other banks165,863 165,863 165,863 — — 
Federal funds sold2,395 2,395 2,395 — — 
Investment securities available for sale228,255 228,255 — 228,255 — 
Loans held for sale— — — — — 
Loans, net1,280,880 1,261,154 — — 1,261,154 
Accrued interest receivable4,737 4,737 — 4,737 — 
Stock in the FHLB862 862— — 862 
Other non-marketable securities655 655— — 655 
Financial liabilities:
Deposits1,565,445 $1,566,430 $— $— 1,566,430 
Long-term debt12,372 10,997 — 10,997 — 
Accrued interest payable105 105 — 105 — 
 December 31, 2020
($ in thousands)Carrying
Amount
Estimated
Fair Value
Level 1Level 2Level 3
Financial assets:
Cash and due from banks$23,324 $23,324 $23,324 $— — 
Certificates of deposit— — — — — 
Interest-earning deposits in other banks87,399 87,399 87,399 — — 
Federal funds sold5,364 5,364 5,364 — — 
Investment securities available for sale194,492 194,492 — 194,492 — 
Loans held for sale2,064 2,064 — 2,064 — 
Loans, net1,290,276 1,294,552 — — 1,294,552 
Accrued interest receivable5,110 5,110 — 5,110 — 
Stock in the FHLB1,147 1,147 — — 1,147 
Other non-marketable securities709 709— — 709 
Financial liabilities:
Deposits1,485,817 $1,489,220 $— $— 1,489,220 
Long-term debt12,372 9,965 — 9,965 — 
Accrued interest payable246 246 — 246 — 



NOTE E - INVESTMENT SECURITIES

The amortized cost and fair value of available for sale investments, with gross unrealized gains and losses as of September 30, 2021, and December 31, 2020 as follow:

11


($ in thousands)September 30, 2021December 31, 2020
Amortized
Cost
UnrealizedFair
Value
Amortized
Cost
UnrealizedFair
Value
Gains(Losses)Gains(Losses)
Securities available for sale:
U.S. government agencies - GSE's$52,508 228 (1,609)51,127 50,304 270 (342)50,232 
Mortgage-backed securities - GSE's85,831 720 (1,708)84,843 47,658 1,320 (47)48,931 
Corporate bonds1,750 — — 1,750 2,343 — 2,350 
Municipal bonds91,075 541 (1,081)90,535 91,635 1,417 (73)92,979 
Total$231,164 1,489 (4,398)228,255 191,940 3,014 (462)194,492 

As of September 30, 2021 and December 31, 2020, accumulated other comprehensive income included net unrealized losses totaling $2.9 million and net unrealized gains totaling $2.6 million, respectively. As of September 30, 2021 and December 30, 2020, deferred tax assets resulting from these net unrealized losses totaled $669,000 and $875,000, respectively.

Securities with a carrying value of $73.0 million and $68.4 million at September 30, 2021 and December 31, 2020, respectively, were pledged to secure public monies on deposit as required by law, customer repurchase agreements, and access to the Federal Reserve Discount Window.

None of the unrealized losses relate to the credit quality of the securities or the issuer’s ability to honor redemption obligations. The Company has the intent to hold these securities to recovery, and it is not more than likely than not that the Company will be required to sell these securities before recovery. No other than temporary impairments were identified for these investments having unrealized losses for the periods ended September 30, 2021 and December 31, 2020. The Company has not incurred any losses related to securities sales in the first nine months of 2021 or during the year ended December 31, 2020.

The following tables show the gross unrealized losses and fair value of the Company’s investment securities, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at September 30, 2021 and December 31, 2020.

September 30, 2021
Securities in an Unrealized
Loss Position for
Less than 12 Months
Securities in an Unrealized
Loss Position for
More than 12 Months
Total
($ in thousands)Fair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
U.S. government agencies - GSE's$29,787 (1,013)15,104 (596)44,891 (1,609)
Mortgage-backed securities - GSE's60,958 (1,528)5,293 (180)66,251 (1,708)
Municipal bonds53,606 (972)3,729 (109)57,335 (1,081)
Total temporarily impaired securities$144,351 (3,513)24,126 (885)168,477 (4,398)

At September 30, 2021, the Company had 12 securities with an unrealized loss for more than twelve months totaling $885,000. Seventy-five securities had unrealized losses for less than twelve months totaling $3.5 million at September 30, 2021, which consisted of forty municipal bonds, nine U.S. government agencies - GSE's and twenty-six Mortgage-backed - GSE's bonds. All unrealized losses are attributable to the general trend of interest rates.

12


December 31, 2020
Securities in an Unrealized
Loss Position for
Less than 12 Months
Securities in an Unrealized
Loss Position for
More than 12 Months
Total
($ in thousands)Fair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
Fair ValueUnrealized
Losses
U.S. government agencies - GSE's$42,159 (340)420 (2)42,579 (342)
Mortgage-backed securities - GSE's19,297 (46)1,999 (1)21,296 (47)
Municipal bonds10,105 (73)— — 10,105 (73)
Total temporarily impaired securities$71,561 (459)2,419 (3)73,980 (462)

At December 31, 2020, the Company had one Mortgage-backed security - GSE's and two U.S. government agencies - GSE's with an unrealized loss for more than twelve months totaling $3,000. The Company had thirty securities with an unrealized losses for less than twelve months totaling $459,000 at December 31, 2020. All unrealized losses are attributable to the general trend of interest rates.


NOTE F - LOANS

Following is a summary of the composition of the Company’s loan portfolio at September 30, 2021 and December 31, 2020:
($ in thousands)September 30, 2021December 31, 2020
 AmountPercentageAmountPercentage
Real estate loans:
1 to 4 family residential$165,774 12.82 %194,031 14.88 %
Commercial real estate683,276 52.82 %608,482 46.65 %
Multi-family residential83,892 6.49 %82,508 6.32 %
Construction217,727 16.83 %236,735 18.15 %
Home equity line of credit ("HELOC")57,858 4.47 %53,806 4.12 %
Total real estate loans1,208,527 93.43 %1,175,562 90.12 %
Other loans:
Commercial and industrial85,218 6.59 %125,700 9.64 %
Loans to individuals3,776 0.29 %6,629 0.51 %
Overdrafts91 0.01 %493 0.04 %
Total other loans89,085 6.89 %132,822 10.19 %
Gross loans1,297,612 1,308,384 
Less deferred loan originations fees, net(4,178)(0.32)%(4,000)(0.31)%
Total loans1,293,434 100.00 %1,304,384 100.00 %
Allowance for loan losses(12,554)(14,108)
Total loans, net$1,280,880 1,290,276 

For purchased credit-impaired ("PCI") loans acquired from Legacy Select, Premara and First Citizens, the contractually required payments including principal and interest, cash flows expected to be collected as of September 30, 2021 and December 31, 2020 were:

13


($ in thousands)September 30, 2021December 31, 2020
Contractually required payments$30,303 37,241 
Nonaccretable difference3,273 3,586 
Cash flows expected to be collected27,030 33,655 
Accretable yield4,490 4,622 
Carry value$22,540 29,033 

Loans are primarily secured by real estate located in North Carolina, southeastern Virginia and northwestern South Carolina. Real estate loans can be affected by the condition of the local real estate market and by local economic conditions.

At September 30, 2021, the Company had pre-approved but unused lines of credit for customers totaling $368.0 million. In management’s opinion, these commitments, and undisbursed proceeds on loans reflected above, represent no more than normal lending risk to the Company and will be funded from normal sources of liquidity.

During 2020 and 2021 some of the Paycheck Protection Program (“PPP”) loans were forgiven and as of September 30, 2021 and December 31, 2020 the Bank had $20.1 million and $55.5 million outstanding, respectively. The PPP loan program is sponsored by the U.S. Small Business Administration (the “SBA”) primarily to facilitate the continuation of paychecks to employees of businesses impacted by the COVID-19 pandemic. These loans are guaranteed by the SBA and can be forgiven and paid off by the SBA if all conditions of the program are met. Loans that do not meet the conditions of the PPP loan program could result in the Bank incurring a charge-off. The extent of this potential loss to the Bank is not known since the conditions of the program have changed and are subject to future changes.

The Company pledged $77.7 million of loans to the Federal Home Loan Bank to secure borrowings at September 30, 2021.

The following tables present an age analysis of past due loans, segregated by class of loans as of September 30, 2021 and December 31, 2020, respectively:

September 30, 2021
($ in thousands)30-59 Days Past Due60-89 Days Past Due90+ Days AccruingNonaccrual
Loans
Total Past DueTotal CurrentLoans
Commercial and industrial$— 64 — 4,151 4,215 81,003 85,218 
Construction466 — 235 703 217,024 217,727 
Multi-family residential— — — — — 83,892 83,892 
Commercial real estate590 — 56 17 663 682,613 683,276 
Loans to individuals & overdrafts11 — — 13 3,854 3,867 
1 to 4 family residential209 448 — 985 1,642 164,132 165,774 
HELOC37 336 — — 373 57,485 57,858 
Deferred loan (fees) costs, net— — — — — — (4,178)
$849 1,314 56 5,390 7,609 1,290,003 1,293,434 

14


December 31, 2020
($ in thousands)30-59 Days Past Due60-89 Days Past Due90+ Days AccruingNonaccrual
Loans
Total Past DueTotal CurrentLoans
Commercial and industrial$11 1,003 3,601 4,617 121,083 125,700 
Construction— — 154 162 236,573 236,735 
Multi-family residential— 1,533 — — 1,533 80,975 82,508 
Commercial real estate1,880 — 2,008 3,897 604,585 608,482 
Loans to individuals & overdrafts10 — — 145 155 6,967 7,122 
1 to 4 family residential700 — 760 655 2,115 191,916 194,031 
HELOC67 — 31 227 325 53,481 53,806 
Deferred loan (fees) costs, net— — — — — — (4,000)
$2,676 2,536 802 6,790 12,804 1,295,580 1,304,384 

Impaired Loans

The following tables present information on loans that were considered to be impaired as of September 30, 2021, December 31, 2020 and September 30, 2020:
As of September 30, 2021Nine Months Ended September 30, 2021
($ in thousands)Recorded
Investment
Contractual Unpaid
Principal
Balance
Related
Allowance for Loan Losses
Average
Recorded
Investment
Interest Income Recognized on Impaired Loans
With no related allowance recorded:
Commercial and industrial$3,488 3,488 — 3,748 135 
Construction235 235 — 251 
Commercial real estate2,575 2,575 — 2,642 162 
HELOC413 413 — 398 22 
1 to 4 family residential1,246 1,246 — 1,183 31 
Subtotal:7,957 7,957 — 8,222 356 
With an allowance recorded:
Commercial and industrial1,960 2,160 1,192 1,728 11 
Commercial real estate1,660 1,660 342 1,260 42 
Loans to individuals & overdrafts— 
HELOC66 66 65 
Subtotal:3,688 3,888 1,539 3,054 56 
Totals:
Commercial9,918 10,118 1,534 9,629 356 
Consumer— 
Residential1,725 1,725 1,646 56 
Grand Total:$11,645 11,845 1,539 11,276 412 
Impaired loans at September 30, 2021 were approximately $8.9 million and were composed of $5.4 million in non-accrual loans and $6.3 million in loans that were still accruing interest. Recorded investment represents the current principal balance of the loan. Approximately $3.7 million in impaired loans had specific allowances provided for them while the remaining $8.0 million had no specific allowances recorded at September 30, 2021. Of the $8.0 million with no allowance recorded, no loans have had partial charge-offs recorded.
15


As of December 31, 2020Nine Months Ended September 30, 2020
($ in thousands)Recorded
Investment
Contractual Unpaid
Principal
Balance
Related
Allowance for Loan Losses
Average
Recorded
Investment
Interest Income Recognized on Impaired Loans
With no related allowance recorded:
Commercial and industrial$2,231 2,525 — 4,475 152 
Construction252 440 — 291 17 
Commercial real estate5,090 5,426 — 5,661 127 
Loans to individuals & overdrafts250 287 — 273 14 
Multi-family residential— — — 99 — 
HELOC383 478 — 575 22 
1 to 4 family residential206 259 — 292 — 
Subtotal:8,412 9,415 — 11,666 332 
With an allowance recorded:
Commercial and industrial1,641 1,918 419 576 18 
Commercial real estate415 415 323 208 46 
HELOC82 83 264 
1 to 4 family residential14 16 64 
Subtotal:2,152 2,432 758 1,112 76 
Totals:
Commercial9,629 10,724 742 11,310 360 
Consumer250 287 — 273 14 
Residential685 836 16 1,195 34 
Grand Total:$10,564 11,847 758 12,778 408 
Impaired loans at December 31, 2020 were approximately $10.6 million and included $6.8 million in non-accrual loans and $3.8 million in loans still in accruing status. Recorded investment represents the current principal balance of the loan. Approximately $2.2 million of the $10.6 million in impaired loans at December 31, 2020 had specific allowances aggregating $0.8 million while the remaining $8.4 million had no specific allowances recorded. Of the $8.4 million with no allowance recorded, partial charge-offs through December 31, 2020 amounted to $81,000.
Loans are placed on non-accrual status when it has been determined that all contractual principal and interest will not be received. Any payments received on these loans are applied to principal first and then to interest only after all principal has been collected. In the case of an impaired loan that is still on accrual basis, payments are applied to both principal and interest.

16


Troubled Debt Restructurings

The following table presents loans that were modified as troubled debt restructurings (“TDRs”) with a breakdown of the types of concessions made by loan class during the nine months ended September 30, 2021 and 2020:
($ in thousands)Nine Months Ended September 30, 2021
Number of
Contracts
Pre-
Modification
Outstanding Recorded Investments
Post-
Modification
Outstanding Recorded Investments
Extended payment terms:
Commercial real estate$1,046 1,039 
  Commercial & industrial383 279 
Total$1,429 1,318 
($ in thousands)Nine Months Ended September 30, 2020
Number of
Contracts
Pre-
Modification
Outstanding Recorded Investments
Post-
Modification
Outstanding Recorded Investments
Extended payment terms:
  1 to 4 family residential$797 537 
  Construction157 13 
  HELOC240 232 
  Commercial & industrial1,091 1,083 
  Loans to individuals14 
Total14 $2,299 1,874 
The following table presents loans that were modified as TDRs within the past twelve months with a breakdown of the types for which there was a payment default during that period together with concessions made by loan class during the twelve month periods ended September 30, 2021 and 2020:
($ in thousands)Twelve Months Ended September 30, 2021Twelve Months Ended September 30, 2020
Number of
Contracts
Recorded
Investment
Number of
Contracts
Recorded
Investment
Extended payment terms:
  Commercial and industrial$279 $2,203 
  Commercial real estate— — — — 
  Construction— — 208 
  1 to 4 family residential374 10 
Total$653 $2,421 
At September 30, 2021, the Bank had 48 loans with an aggregate balance of $11.8 million that were considered to be troubled debt restructurings. Of those TDRs, 33 loans with a balance totaling $7.6 million were still accruing as of September 30, 2021. The remaining TDRs with balances totaling $4.2 million as of September 30, 2021 were in non-accrual status.


17


The following tables present information on risk ratings of the commercial and consumer loan portfolios, segregated by loan class as of September 30, 2021 and December 31, 2020, respectively, as defined in the Company's Annual Report for Form 10-K, Note E-Loans, filed with the SEC on March 11, 2021:
September 30, 2021
($ in thousands)
Commercial Credit Exposure By Internally Assigned GradeCommercial and industrialConstructionCommercial real estateMulti-family residential
Superior$20,709 — 338 — 
Very good909 333 4,045 — 
Good4,788 2,168 108,847 4,417 
Acceptable11,961 10,386 313,955 46,617 
Acceptable with care41,427 204,466 249,526 32,858 
Special mention1,504 139 5,189 — 
Substandard3,920 235 1,376 — 
Doubtful— — — — 
Loss— — — — 
$85,218 217,727 683,276 83,892 

Consumer Credit Exposure By Internally Assigned Grade1 to 4 family residentialHELOC
Pass$163,976 57,106 
Special mention664 233 
Substandard1,134 519 
$165,774 57,858 

Consumer Credit Exposure Based On Payment ActivityLoans to individuals & overdrafts
Pass$3,863 
Special mention
$3,867 
December 31, 2020
($ in thousands)
Commercial Credit Exposure By Internally Assigned GradeCommercial and industrialConstructionCommercial real estateMulti-family residential
Superior$56,510 — 123 — 
Very good508 70 8,129 — 
Good4,693 1,770 80,401 2,086 
Acceptable17,226 18,084 308,200 46,820 
Acceptable with care40,946 216,418 203,008 32,068 
Special mention1,313 239 4,344 1,534 
Substandard4,504 154 4,277 — 
Doubtful— — — — 
Loss— — — — 
$125,700 236,735 608,482 82,508 
18


Consumer Credit Exposure By Internally Assigned Grade1 to 4 family residentialHELOC
Pass$190,975 52,756 
Special mention633 226 
Substandard2,423 824 
$194,031 53,806 
Consumer Credit Exposure Based On Payment ActivityLoans to individuals & overdrafts
Pass$6,845 
Special mention277 
$7,122 
Determining the fair value of PCI loans at acquisition required the Company to estimate cash flows expected to result from those loans and to discount those cash flows at appropriate rates of interest. For such loans, the excess of cash flows expected to be collected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans and is called the accretable yield. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and is called the nonaccretable difference. In accordance with GAAP, there was no carry-over of previously established allowance for credit losses from the acquired company.
The following table presents changes in the accretable yield for PCI loans for the nine months ended September 30, 2021 and 2020:
($ in thousands)For the Nine Months Ended September 30, 2021For the Nine Months Ended September 30, 2020
Accretable yield, beginning of period$4,622 3,191 
Additions— 2,949 
Accretion(1,349)(1,209)
Reclassification from nonaccretable difference553 67 
Other changes, net664 (107)
Accretable yield, end of period$4,490 4,891 


19


The following tables present a roll forward of the Company’s allowance for loan losses by loan class for the nine months ended September 30, 2021 and September 30, 2020, respectively:
Nine Months Ended September 30, 2021
($ in thousands)Commercial and industrialConstructionCommercial real estate1 to 4 family residentialHELOCLoans to individuals & overdraftsMulti-family residentialTotal
Allowance for loan losses
Loans - excluding PCI
Balance, beginning of period 1/1/21$3,302 2,334 5,472 1,365 371 109 820 13,773 
Provision for (recovery of) loan losses(139)(623)(92)(470)(6)(34)(191)(1,555)
Loans charged-off(198)— (332)(8)— (52)— (590)
Recoveries213 69 37 20 26 — 370 
Balance, end of period 9/30/21$3,178 1,780 5,085 907 370 49 629 11,998 
PCI Loans
Balance, beginning of period 1/1/21$203 31 85 — 11 335 
Provision for (recovery of) loan losses308 (31)41 (85)(1)— (11)221 
Loans charged-off— — — — — — — — 
Recoveries— — — — — — — — 
Balance, end of period 9/30/21$511 — 45 — — — — 556 
Total Loans
Balance, beginning of period 1/1/21$3,505 2,365 5,476 1,450 372 109 831 14,108 
Provision for (recovery of) loan losses169 (654)(51)(555)(7)(34)(202)(1,334)
Loans charged-off(198)— (332)(8)— (52)— (590)
Recoveries213 69 37 20 26 — 370 
Balance, end of period 9/30/21$3,689 1,780 5,130 907 370 49 629 12,554 

20


Nine Months Ended September 30, 2020
($ in thousands)Commercial and industrialConstructionCommercial real estate1 to 4 family residentialHELOCLoans to individuals & overdraftsMulti-family residentialTotal
Allowance for loan losses
Loans - excluding PCI
Balance, beginning of period 1/1/20$1,127 1,731 2,837 1,437 329 175 419 8,055 
Provision for (recovery of) loan losses3,591 765 1,670 (352)(31)(55)286 5,874 
Loans charged-off(628)— (70)— — (42)— (740)
Recoveries43 — 23 42 18 133 
Balance, end of period 9/30/21$4,133 2,496 4,440 1,108 340 96 709 13,322 
PCI Loans
Balance, beginning of period 1/1/20$178 14 56 — — 15 269 
Provision for (recovery of) loan losses(178)(6)(14)183 — — (15)(30)
Loans charged-off— — — — — — — — 
Recoveries— — — — — — — — 
Balance, end of period 9/30/21$— — — 239 — — — 239 
Total Loans
Balance, beginning of period 1/1/20$1,305 1,737 2,851 1,493 329 175 434 8,324 
Provision for (recovery of) loan losses3,413 759 1,656 (169)(31)(55)271 5,844 
Loans charged-off(628)— (70)— — (42)— (740)
Recoveries43 — 23 42 18 133 
Balance, end of period 9/30/21$4,133 2,496 4,440 1,347 340 96 709 13,561 

NOTE G - OTHER REAL ESTATE OWNED
The following table explains changes in other real estate owned ("OREO") during the nine months ended September 30, 2021 and 2020:
($ in thousands)Nine Months ended September 30, 2021Nine Months ended September 30, 2020
Beginning balance at January 1$2,172 3,533 
Sales proceeds(1,677)(180)
Write-downs and loss on sales, net(88)(390)
Transfers2,002 274 
Ending balance$2,409 3,237 
At September 30, 2021 and 2020, the Company had $2.4 million and $3.2 million, respectively, of foreclosed real estate property in OREO. The Company had no loans in the process of foreclosure at September 30, 2021. At September 30, 2020, the Company had two loans with recorded investment in the amount of $428,000 in consumer mortgage loans collateralized by residential real estate property in the process of foreclosure.

21


NOTE H - LEASES
The Company has operating leases for branches and certain equipment. The Company’s leases have remaining lease terms of 1 year to 15 years which may include options to extend the leases for up to 5 years per option period. The Company has some leases that are month to month or expire within 1 year that are not included below.

At September 30, 2021, the Company did not have any leases that had not yet commenced for which we had created a right-of-use asset and a lease liability. For the operating leases the Company has elected the practical expedient of not separating lease components from non-lease components and instead to account for each separate lease component and the non-lease components associated with that lease as a single lease component. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Most of the lease agreements include periodic rate adjustments for inflation.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 25 years. The exercise of lease renewal options is at our sole discretion. When it is reasonably certain that the Company will exercise the option to renew or extend the lease term, that option is included in determining the value of the ROU and lease liability.

The components of lease expense were as follows:

($ in thousands)As of and for the Nine Months Ended September 30, 2021As of and for the Nine Months Ended September 30, 2020
Operating lease cost$951 941 
Supplemental cash flow information related to lease was as follows:
Operating cash flows from operating leases951 941 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases7,952 8,756 

The following table presents the remaining weighted average lease terms and discount rates as of September 30, 2021:

September 20, 2021
Weighted average remaining lease term operating leases11.2 years
Weighted average discount rate operating leases6.0 %

Maturities of lease liabilities were as follows:

($ in thousands)
October 1, 2021 to December 31, 2021$192 
2022816 
2023796 
2024769 
2025842 
Thereafter5,557 
Lease payments8,972 
Amount representing interest(546)
Present value of Net Future Minimum Lease Payments$8,426 

NOTE I - BUSINESS COMBINATIONS
22


On June 1, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with First Bancorp, pursuant to which the Company will merge with and into First Bancorp and the Bank will merge with and into First Bank. As of September 1, 2021, the aggregate merger consideration had an estimated total value of approximately $325.8 million, or $18.80 per share.

Subject to the terms and conditions of the Merger Agreement, the Company’s shareholders will have the right to receive 0.408 of a share of First Bancorp common stock for each share of the Company’s common stock. Additionally, at closing each outstanding and unexercised option to acquire shares of the Company’s common stock, whether or not previously vested, will be cancelled in exchange for a cash payment of $18.00 minus the exercise price for each share of the Company’s common stock subject to such stock option.

The Merger Agreement has been unanimously approved by the boards of directors of each of the Company and First Bancorp and by Company’s shareholders and First Bancorp’s shareholders. The requisite regulatory approvals have been obtained. See Note J, Subsequent Events, for more information.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety be reference to the Merger Agreement.

NOTE J - SUBSEQUENT EVENTS

Effective October 15, 2021, First Bancorp, the holding company for First Bank, headquartered in Southern Pines, North Carolina, completed its acquisition by merger of the Company (the “Merger”). The Company merged with and into First Bancorp, with First Bancorp as the surviving entity. The Merger was completed pursuant to the Merger Agreement.

23