PEOPLES BANCORP OF NORTH CAROLINA INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. __)

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Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

| Peoples
Bancorp of North Carolina, Inc. |
| --- |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the
Registrant) |

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

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Notice of 2021 Annual Meeting,

Proxy Statement and

Annual Report

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PEOPLES BANCORP OF NORTH CAROLINA, INC.

PROXY STATEMENT

Table of Contents

Page

Notice of 2021 Annual Meeting of Shareholders	ii
Proxy Statement	3
Information About The Annual Meeting	3
Security Ownership Of Certain Beneficial Owners and
Management	7
Section 16(a) Beneficial Ownership Reporting
Compliance	9
Proposal 1 - Election of Directors	10
Director Nominees	10
Executive Officers of the Company	12
How often did our Board of Directors meet during 2020?	12
What is our policy for director attendance at Annual
Meetings?	12
How can you communicate with the Board or its members?	12
Board Leadership Structure and Risk Oversight	13
Code of Business Conduct and Ethics	13
Diversity of the Board of Directors	13
How can a shareholder nominate someone for election to the Board of
Directors?	14
Who serves on the Board of Directors of the Bank?	14
Board Committees	14
Executive Committee	14
Governance Committee	14
Audit and Enterprise Risk Committee	15
Compensation Discussion and Analysis	15
Summary Compensation Table	20
Grants of Plan-Based Awards	21
Outstanding Equity Awards at Fiscal Year End	21
Option Exercises and Stock Vested	22
Pension Benefits	22
Nonqualified Deferred Compensation	23
Employment Agreements	23
Potential Payments upon Termination or Change in
Control	24
Omnibus Stock Option and Long Term Incentive Plan	25
Director Compensation	25
Indebtedness of and Transactions with Management and
Directors	27
Equity Compensation Plan Information	29

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Stock Performance Graph	32
Proposal 2 –Amendment to Articles of Incorporation to
Implement a Majority Voting Standard in Uncontested Elections of
Directors	33
Proposal 3 - Ratification of Selection of Independent Registered
Public Accounting Firm	34
Audit Fees Paid to Independent Auditors	34
Date for Receipt of Shareholder Proposals	35
Other Matters	35
Miscellaneous	35

Appendices

Appendix A – Annual Report

Appendix B – Proposed Amendment to Articles of Incorporation

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PEOPLES BANCORP OF NORTH CAROLINA, INC.

Post Office Box 467

518 West C Street

Newton, North Carolina 28658-0467

(828) 464-5620

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS anchor

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Shareholders of Peoples Bancorp of North Carolina, Inc. (the “ Company ”) will be held virtually on May 6, 2021 at 11:00 a.m., Eastern Time. The purposes of the Annual Meeting are to consider and vote upon the following matters:

●

To elect ten persons who will serve as members of the Board of Directors until the 2022 Annual Meeting of Shareholders or until their successors are duly elected and qualified;

●

To approve an amendment to the Company’s Articles of Incorporation to implement a majority voting standard in uncontested elections of directors;

●

To ratify the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

●

To consider and act on any other matters that may properly come before the Annual Meeting or any adjournment.

This year, out of an abundance of caution and to continue to deal with the health impact of the coronavirus disease known as “COVID-19”, and in an effort to mitigate risks to the health and safety or our communities, shareholders, employees and other stakeholders, we will hold our Annual Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Annual Meeting online regardless of their geographic location.

Shareholders desiring to attend in the Annual Meeting must email the Company’s Assistant Corporate Secretary, Krissy Price, [email protected] , on or before 5:30 p.m., Eastern Time, on Wednesday, May 5, 2021, stating (1) such shareholder’s name, address, phone number and the 15-digit identification code that appears on such shareholder’s proxy card, (2) the number of shares of the Company’s common stock that they held of record as of March 5, 2021 and (3) that they desire to attend in the Annual Meeting. The Company will then take measures to verify such shareholder’s identity. After verifying such shareholder’s identity, those shareholders desiring to attend in the Annual Meeting will be sent a response email providing the information which will enable them to attend the Annual Meeting via remote participation. In addition, rules of conduct for remote participation in the Annual Meeting will be provided in the response email. Shareholders are encouraged to vote their shares prior to the Annual Meeting, as directed on the proxy cards received by them.

The Board of Directors has established March 5, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. If an insufficient number of shares is present in person or by proxy to constitute a quorum at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

Your vote is important. We urge you to vote as soon as possible so that your votes will be properly recorded. You may vote by executing and returning your proxy card in the accompanying envelope, or by voting electronically over the Internet or by telephone. Please refer to the proxy card enclosed for information on voting electronically and by phone. If you attend the Annual Meeting, you may vote in person and the proxy will not be used.

By Order of the Board of Directors, Lance A. Sellers President and Chief Executive Officer

Newton, North Carolina

March 24, 2021

iii

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PEOPLES BANCORP OF NORTH CAROLINA, INC.

PROXY STATEMENT

Annual Meeting of Shareholders

To Be Held On May 6, 2021

This Proxy Statement is being mailed to our shareholders on or about March 24, 2021, for solicitation of proxies by the Board of Directors of Peoples Bancorp of North Carolina, Inc. Our principal executive offices are located at 518 West C Street, Newton, North Carolina 28658. Our telephone number is (828) 464-5620.

In this Proxy Statement, the terms “ we ,” “ us ,” “ our ” and the “ Company ” refer to Peoples Bancorp of North Carolina, Inc. The term “ Bank ” means Peoples Bank, our wholly-owned, North Carolina-chartered bank subsidiary. The terms “ you ” and “ your ” refer to the shareholders of the Company.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 6, 2021. The Notice, Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2020 are also available at https://pebk.q4ir.com/filings-financials/proxy-material-and-annual-report/default.aspx . You may also access the above off-site website by going to www.peoplesbanknc.com and click on the link.

INFORMATION ABOUT THE ANNUAL MEETING

Your vote is very important. For this reason, our Board of Directors is requesting that you allow your common stock to be represented at the 2021 Annual Meeting of Shareholders by the proxies named on the enclosed proxy card.

When is the Annual Meeting?	May 6, 2021, at 11 a.m., Eastern Time.
What items will be voted on at the
Annual Meeting?	1	ELECTION OF DIRECTORS. To elect ten directors to serve until the
2022 Annual Meeting of Shareholders.
	2	APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION. To approve an
amendment to the Company’s Articles of Incorporation to
implement a majority voting standard in uncontested elections of
directors.
	3	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM. To ratify the appointment of Elliott Davis, PLLC
(“ Elliott
Davis ”) as the Company’s independent registered
public accounting firm for fiscal year 2021.
	4	OTHER BUSINESS. To consider any other business as may properly come
before the Annual Meeting or any adjournment.

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| Who can vote? | Only holders of record of our common stock at the close of business
on March 5, 2021 (the “ Record Date ”) will be
entitled to notice of and to vote at the Annual Meeting and any
adjournment of the Annual Meeting. On the Record Date, there were
5,789,166 shares of our common stock outstanding and entitled to
vote and 675 shareholders of record. |
| --- | --- |
| How do I vote by proxy? | You may vote your shares by marking, signing and dating the
enclosed proxy card and returning it in the enclosed postage-paid
envelope or by voting electronically over the Internet or by
telephone using the information on the proxy card. If you return
your signed proxy card before the Annual Meeting, the proxies will
vote your shares as you direct. The Board of Directors has
appointed proxies to represent shareholders who cannot attend the
Annual Meeting. |
| | For the election of directors, you may vote for (1) all of the
nominees, (2) none of the nominees, or (3) all of the nominees
except those you designate. If a nominee for election as a director
becomes unavailable for election at any time at or before the
Annual Meeting, the proxies will vote your shares for a substitute
nominee. For each other item of business, you may vote
“FOR” or “AGAINST” or you may
“ABSTAIN” from voting. |
| | If you return your signed proxy card but do not specify how you
want to vote your shares, the proxies will vote them
“FOR” the election of all of our nominees for directors
and “FOR” all other proposals presented in this Proxy
Statement in accordance with recommendations from the Board of
Directors. |
| | If your shares are held in the name of a broker or other nominee
( i.e., held in “street name”), you will need
to obtain a proxy instruction card from the broker holding your
shares and return the card as directed by your broker. Your broker is not
permitted to vote on your behalf on the election of directors
unless you provide specific instructions by following the
instructions from your broker about voting your shares by telephone
or Internet or completing and returning the voting instruction card
provided by your broker. For your vote to be counted in the
election of directors you will need to communicate your voting
decision to your bank, broker or other holder of record before the
date of the Annual Meeting. |
| | We are not aware of any other matters to be brought before the
Annual Meeting. If matters other than those discussed above are
properly brought before the Annual Meeting, the proxies may vote
your shares in accordance with their best judgment. |
| How do I change or revoke my proxy? | You can change or revoke your proxy at any time before it is voted
at the Annual Meeting in any of three ways: (1) by delivering a
written notice of revocation to the Secretary of the Company; (2)
by delivering another properly signed proxy card |

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t o the Secretary of the Company with a more recent date than your first proxy card or by changing your vote by telephone or the Internet; or (3) by attending the Annual Meeting and voting at the Annual Meeting. You should deliver your written notice or superseding proxy to the Secretary of the Company at our principal executive offices listed above. See information under the heading “How do I attend and participate at the Annual Meeting?” below for information on how to attend and vote at the Annual Meeting.

| How many votes can I cast? | You are entitled to one vote for each share held as of the Record
Date on each nominee for election and each other matter presented
for a vote at the Annual Meeting. You may not vote your shares
cumulatively in the election of directors. |
| --- | --- |
| How
many votes are required to approve the proposals? | If a quorum is present at the Annual Meeting, each director nominee
will be elected by a plurality of the votes cast in person or by
proxy. If you withhold your vote on a nominee, your shares will not
be counted as having voted for that nominee. The proposal to
approve the amendment to the Company’s Articles of
Incorporation will be approved by the affirmative vote of the
holders of a majority of the shares present, or represented by
proxy, at the Annual Meeting. The proposal to ratify the
appointment of the Company’s independent registered public
accounting firm for 2021 will be approved if the votes cast in
favor exceed the votes cast in opposition. |
| | Any other matters properly coming before the Annual Meeting for a
vote will require the affirmative vote of the holders of a majority
of the shares represented in person or by proxy at the Annual
Meeting and entitled to vote on that matter. |
| | In the event there are insufficient votes present at the Annual
Meeting for a quorum or to approve or ratify any proposal, the
Annual Meeting may be adjourned in order to permit the further
solicitation of proxies. |
| What
constitutes a “quorum” for the Annual Meeting? | A majority of the outstanding shares of our common stock entitled
to vote at the Annual Meeting, present in person or represented by
proxy, constitutes a quorum (a quorum is necessary to conduct
business at the Annual Meeting). Your shares will be considered
part of the quorum if you have voted your shares by proxy or by
telephone or Internet. Abstentions, broker non-votes and votes
withheld from any director nominee count as shares present at the
Annual Meeting for purposes of determining a quorum. |
| Who pays for the solicitation of proxies? | We will pay the cost of preparing, printing and mailing materials
in connection with this solicitation of proxies. In addition to
solicitation by mail, our officers, directors and regular
employees, as well as those of the Bank, may make
solicitations |

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personally, by telephone or otherwise without additional compensation for doing so. We reserve the right to engage a proxy solicitation firm to assist in the solicitation of proxies for the Annual Meeting. We will, upon request, reimburse brokerage firms, banks and others for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of stock or otherwise in connection with this solicitation of proxies.

How do I attend and participate at the
Annual Meeting?	The Company is holding the Annual Meeting in a virtual only format,
which will be conducted via live audio webcast. Shareholders will
not be able to attend the Annual Meeting in person. Attending the
Annual Meeting online enables registered shareholders and duly
appointed proxyholders, including beneficial shareholders who have
duly appointed themselves as proxyholder, to participate at the
Annual Meeting and ask questions, all in real time. Registered
shareholders and duly appointed proxyholders can vote at the
appropriate times during the Annual Meeting.
	Shareholders desiring to participate in the Annual Meeting must
email the Company’s Assistant Corporate Secretary, Krissy
Price, [email protected], on or before 5:30 p.m., Eastern
Time, on Wednesday, May 5, 2021, stating (1) such
shareholder’s name, address, phone number and the 15-digit
identification code that appears on such shareholder’s proxy
card, (2) the number of shares of the Company’s common stock
that they held of record as of March 5, 2021 and (3) that they
desire to participate in the Annual Meeting. The Company will then
take measures to verify such shareholder’s identity. After
verifying such shareholder’s identity, those shareholders
desiring to participate in the Annual Meeting will be sent a
response email providing the information which will enable them to
join in the Annual Meeting via remote participation. In addition,
rules of conduct for remote participation in the Annual Meeting
will be provided in the response email. Shareholders are encouraged
to vote their shares prior to the Annual Meeting, as directed on
the proxy cards received by them.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Exchange Act requires that any person who acquires the beneficial ownership of more than five percent (5%) of the Company’s common stock notify the Securities and Exchange Commission (the “ SEC ”) and the Company. Following is certain information, as of the Record Date, regarding those persons or groups who held of record, or who are known to the Company to own beneficially, more than five percent (5%) of the Company’s outstanding common stock.

| Name
and Address of Beneficial Owner | Amount
and Nature of Beneficial Ownership 1 | Percentof
Class 2 |
| --- | --- | --- |
| Estate
of Christine S. Abernethy P.O.
Box 386 Newton,
NC 28658 | 726,390 3 | 12.55% |
| James
S. Abernethy Post
Office Box 327 Newton,
NC 28658 | 861,380 4 | 14.88% |
| Robert
C. Abernethy Post
Office Box 366 Newton,
NC 28658 | 900,999 5 | 15.56% |

Unless otherwise noted, all shares are owned directly of record by the named individuals, by their spouses and minor children, or by other entities controlled by the named individuals. Voting and investment power is not shared unless otherwise indicated.

Based upon a total of 5,789,166 shares of common stock outstanding as of the Record Date.

Carolina Glove Company, Inc. owns 118,363 shares of common stock. These shares are included in the calculation of Ms. Abernethy’s estate’s total beneficial ownership interest. Ms. Abernethy’s estate owns approximately 50% of the stock of Carolina Glove Company, Inc. Mr. R. Abernethy, a co-executor of Ms. Abernethy’s estate and a director of the Company, is the President, Secretary and Treasurer of Carolina Glove Company, Inc.

Includes 70,441 shares of common stock owned by Alexander Railroad Company. Mr. J. Abernethy is Vice President, Secretary and Chairman of the Board of Directors of Alexander Railroad Company. Includes 726,390 shares of common stock owned by the Estate of Christine Abernethy for which Mr. J. Abernethy serves as a co-executor. The Estate of Christine S. Abernethy owns approximately 50% of the stock of Carolina Glove Company, Inc.

Includes 7,373 shares of common stock owned by Mr. R. Abernethy’s spouse, for which Mr. R. Abernethy disclaims beneficial ownership. Includes 726,390 shares of common stock owned by the Estate of Christine S. Abernethy for which Mr. R. Abernethy serves as a co-executor. The Estate of Christine S. Abernethy owns approximately 50% of the stock of Carolina Glove Company, Inc. Mr. R. Abernethy is the President, Secretary and Treasurer of Carolina Glove Company, Inc. and a director of the Company.

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Set forth below is certain information, as of the Record Date (unless otherwise indicated), regarding those shares of common stock owned beneficially by each of the persons who currently serves as a member of the Board of Directors, is a nominee for election to the Board of Directors at the Annual Meeting, or is or was during the fiscal year ended December 31, 2020 a named executive officer of the Company. Also shown is the number of shares of common stock owned by the directors and executive officers of the Company as a group.

| Name
and Address | Amount
and Nature of
Beneficial Ownership 1 | Percentage of Class 2 |
| --- | --- | --- |
| James
S. Abernethy Post
Office Box 327 Newton,
NC 28658 | 861,380 3 | 14.88% |
| Robert
C. Abernethy Post
Office Box 366 Newton,
NC 28658 | 900,999 4 | 15.56% |
| William
D. Cable, Sr. Post
Office Box 467 Newton,
NC 28658 | 25,347 | * |
| Jeffrey
N. Hooper 10 Post
Office Box 467 Newton,
NC 28658 | 0 | * |
| Douglas
S. Howard Post
Office Box 587 Denver,
NC 28037 | 20,425 5 | * |
| A.
Joseph Lampron, Jr. 11 Post
Office Box 467 Newton,
NC 28658 | 17,492 | * |
| John W.
Lineberger, Jr. Post
Office Box 481 Lincolnton, NC
28092 | 4,795 | * |
| Gary E.
Matthews 210
First Avenue South Conover, NC
28613 | 25,846 | * |
| Billy
L. Price, Jr., M.D. 540
11 th Ave.
Place NW Hickory, NC
28601 | 10,792 | * |
| Larry
E. Robinson Post
Office Box 723 Newton,
NC 28658 | 67,058 6 | 1.16% |
| Lance
A. Sellers Post
Office Box 467 Newton,
NC 28658 | 26,325 | * |
| William
Gregory Terry Post
Office Box 610 Newton,
NC 28658 | 22,111 | * |
| Dan Ray
Timmerman, Sr. Post
Office Box 1148 Conover, NC
28613 | 103,245 7 | 1.78% |

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| Benjamin I.
Zachary Post
Office Box 277 Taylorsville, NC
28681 | 114,428 8 | 1.98% |
| --- | --- | --- |
| All
current directors and nominees and Executive officers
(or former executive officers) as a group (14 people) | 1,401,326 9 | 24.21% |

*Does not exceed one percent of the common stock outstanding.

Based upon a total of 5,789,166 shares of common stock outstanding as of the Record Date.

Includes 70,441 shares of common stock owned by Alexander Railroad Company. Mr. J. Abernethy is Vice President, Secretary and Chairman of the Board of Directors of Alexander Railroad Company. Includes 726,390 shares of common stock owned by the Estate of Christine S. Abernethy for which Mr. J. Abernethy serves as a co-executor. The Estate of Christine S. Abernethy owns approximately 50% of the stock of Carolina Glove Company, Inc.

Includes 495 shares of common stock owned by Mr. Howard’s spouse, for which Mr. Howard disclaims beneficial ownership.

Includes 19,344 shares of common stock owned by Mr. Robinson’s spouse, for which Mr. Robinson disclaims beneficial ownership.

Includes 2,994 shares of common stock owned by Timmerman Manufacturing, Inc. Mr. Timmerman is a shareholder, director, Chairman of the Board and the Chief Executive Officer of Timmerman Manufacturing, Inc.

Includes 70,441 shares of common stock owned by Alexander Railroad Company. Mr. Zachary is President, Treasurer, General Manager and a Director of Alexander Railroad Company.

The 70,441 shares owned by Alexander Railroad Company and attributed to Mr. J. Abernethy and Mr. Zachary are only included once in calculating this total. The 726,390 shares owned by the Estate of Christine S. Abernethy and attributed to Mr. J. Abernethy and Mr. R. Abernethy are included once in calculating this total.

Mr. Hooper was appointed the Chief Financial Officer of the Company on May 7, 2020 to be effective on May 11, 2020, following the transition of Mr. Lampron to Chief Administrative Officer in anticipation of his retirement on June 30, 2020.

Mr. Lampron transitioned from Chief Financial Officer to Chief Administrative Officer on May 7, 2020, and retired from the Company on June 30, 2020.

Directors James S. Abernethy and Robert C. Abernethy are brothers and are sons of Christine S. Abernethy, who passed away in November of 2020 and owned in excess of ten percent (10%) of the common stock of the Company at the time of her death. Directors James S. Abernethy and Robert C. Abernethy are co-executors of Ms. Abernethy’s estate.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent (10%) of the common stock, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten percent (10%) beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s executive officers and directors, the Company believes that during the fiscal year ended December 31, 2020, its executive officers and directors and greater than ten percent (10%) beneficial owners complied with all applicable Section 16(a) filing requirements.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors has set its number at ten members. Our current Bylaws provide that in order to be eligible for consideration at the Annual Meeting of Shareholders, all nominations of directors, other than those made by the Governance Committee or the Board of Directors, must be in writing and must be delivered to the Secretary of the Company not less than 50 days nor more than 90 days prior to the meeting at which such nominations will be made; provided, however, that if less than 60 days’ notice of the meeting is given to the shareholders, such nominations must be delivered to the Secretary of the Company not later than the close of business on the tenth day following the day on which the notice of meeting was mailed.

Information about the nominees for election to the Board of Directors for a one-year term until the 2022 Annual Meeting of Shareholders appears below. All of the nominees are currently serving on the Board of Directors.

Director Nominees

James S. Abernethy , age 66 (as of February 1, 2021), is employed by Carolina Glove Company, Inc., a glove manufacturing company as its Vice President. Mr. Abernethy continues to serve as President and Assistant Secretary of Midstate Contractors, Inc., a paving company and also as Vice President, Secretary and Chairman of the Board of Directors of Alexander Railroad Company. He has served as a director of the Company since 1992. Mr. Abernethy has a total of 28 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the North Carolina Bank Directors’ College in association with the College of Management at North Carolina State University. Mr. Abernethy earned a business administration degree from Gardner Webb University in North Carolina. Over his 27 years of service on the Board of Directors, Mr. Abernethy has served on all the Bank’s and the Company’s committees.

Robert C. Abernethy , age 70 (as of February 1, 2021), is employed by Carolina Glove Company, Inc., a glove manufacturing company, as its President, Secretary and Treasurer. Mr. Abernethy continues to serve as Secretary and Assistant Treasurer of Midstate Contractors, Inc., a paving company. He has served as a director of the Company since 1976 and as Chairman since 1991. Mr. Abernethy has a total of 44 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the North Carolina Bank Directors’ College in association with the College of Management at North Carolina State University. Mr. Abernethy earned a B.S. degree from Gardner Webb University in North Carolina. He serves on the Finance Committee and Investment Committee of Grace United Church of Christ. Mr. Abernethy also serves on the board of directors of Carolina Glove Company, Inc. and Midstate Contractors, Inc. both privately held companies.

Douglas S. Howard , age 62 (as of February 1, 2021), is employed by Denver Equipment Company of Charlotte, Inc. as Vice President and Treasurer. Mr. Howard is also an owner of Howard, Helderman, Howard, LLC. He has served as a director of the Company since 2004. Mr. Howard has a total of 22 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session

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offered by the NC Bank Directors’ College in association with the College of Management at North Carolina State University. Mr. Howard formerly served as the Chairman of the Board of Trustees of Catawba Valley Medical Center and as the Chairman of the Board of Directors of Catawba Valley Medical Group. Mr. Howard continues to serve as a director of Catawba Valley Medical Center.

John W. Lineberger, Jr. , age 70 (as of February 1, 2021), is employed by Lincoln Bonded Warehouse Company, a commercial warehousing facility, as President. He has served as a director of the Company since 2004. Mr. Lineberger has a total of 16 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the College of Management at North Carolina State University. Mr. Lineberger earned a B.S. degree in business administration from Western Carolina University.

Gary E. Matthews , age 65 (as of February 1, 2021), is employed by Matthews Construction Company, Inc. as its President and a Director. He has served as a director of the Company since 2001. Mr. Matthews has a total of 19 years of banking experience, is a graduate of the North Carolina Bank Directors’ College, and attended the initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the College of Management at North Carolina State University. Mr. Matthews is also a director of Conover Metal Products, a privately held company. Mr. Matthews earned a B.S. degree in civil engineering/construction from North Carolina State University.

Billy L. Price, Jr., M.D. , age 64 (as of February 1, 2021), is a Practitioner of Internal Medicine at BL Price Jr Medical Consultants, PLLC. Dr. Price served on the Board of Trustees of Catawba Valley Medical Center through 2018. He has served as a director of the Company since 2004. Dr. Price has a total of 16 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the College of Management at North Carolina State University. Dr. Price was previously the owner/pharmacist of Conover Drug Company. He is also a Medical Director of Healthgram Medical, a private company. Dr. Price earned a B.S. degree in pharmacy from the University of North Carolina at Chapel Hill and his MD from East Carolina University School of Medicine. He serves as Medical Director and Assistant Professor to Lenoir Rhyne University Physician Assistants Master of Science Program.

Larry E. Robinson , age 75 (as of February 1, 2021, is a shareholder, director and Chief Executive Officer of The Blue Ridge Distributing Company, Inc., a beer and wine distributor. He is also a director and member of the Board of Directors of United Beverages of North Carolina, LLC, a malt beverage beer distributor. He has served as a director of the Company since 1993. Mr. Robinson has a total of 27 years of banking experience and is a graduate of the North Carolina Bank Directors’ College. Mr. Robinson attended Western Carolina University and received an Associate Degree in Business and Accounting from Catawba Valley Community College in North Carolina.

William Gregory Terry , age 53 (as of February 1, 2021), is President of Hole-in-One Advantage, LLC and a consultant/director of Drum & Willis-Reynolds Funeral Homes and Crematory. Mr. Terry also served as President of DFH Holdings from July 2007 through December of 2019. He has served as a director of the Company since 2004. Mr. Terry has a total of 16 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the College of Management at North Carolina State University. Mr. Terry graduated with a B.S. degree in business management from Clemson University in South Carolina. Mr. Terry serves on numerous civic and community boards.

Dan Ray Timmerman, Sr. , age 73 (as of February 1, 2021), is a shareholder, director, Chairman of the Board of Directors and the Chief Executive Officer of Timmerman Manufacturing, Inc., a wrought iron furniture, railings and gates manufacturer. He has served as a director of the Company since 1995. Mr. Timmerman has a total of 25 years of banking experience and is a graduate of the North Carolina Bank Directors’ College and attended the initial Advanced Directors’ Training session offered by the NC Bank Directors’ College in association with the College of Management at North Carolina State University. Mr. Timmerman earned a B.S. degree in business administration with a concentration in accounting from Lenoir-Rhyne University in North Carolina.

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Benjamin I. Zachary , age 64 (as of February 1, 2021), is employed by Alexander Railroad Company as its President, Treasurer, General Manager and Director. He has served as a director of the Company since 1995. Mr. Zachary has a total of 25 years of banking experience and is a graduate of the North Carolina Bank Directors’ College. Mr. Zachary earned a B.S. degree in business administration with a concentration in accounting from the University of North Carolina at Chapel Hill. He worked as a CPA for a national accounting firm for eight years following graduation where his assignments included financial statement audits of several banks. Mr. Zachary is a member of the Taylorsville Rotary Club and serves as Treasurer for the Taylorsville Rotary Club and its Foundation.

We have no reason to believe that any of the nominees for election will be unable or will decline to serve if elected. In the event of death or disqualification of any nominee or the refusal or inability of any nominee to serve as a director, however, the proxies will vote for the election of another person as they determine in their discretion or may allow the vacancy to remain open until filled by the Board of Directors. In no circumstance will any proxy be voted for more than two nominees who are not named in this Proxy Statement. Properly executed and returned proxies, unless revoked, will be voted as directed by you or, in the absence of direction, will be voted in favor of the election of the recommended nominees. An affirmative vote of a plurality of votes cast at the Annual Meeting is necessary to elect a nominee as a director.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “ FOR ” ALL OF THE NOMINEES NAMED ABOVE AS DIRECTORS

Executive Officers of the Company

During 2020, our executive officers were:

Lance A. Sellers , age 58 (as of February 1, 2021), serves as the President and Chief Executive Officer of the Company and the Bank. Prior to becoming the President and Chief Executive Officer of the Company and the Bank, Mr. Sellers served as Executive Vice President and Assistant Corporate Secretary of the Company and Executive Vice President and Chief Credit Officer of the Bank. He has been employed by the Company and the Bank since 1998. Mr. Sellers has a total of 36 years of banking experience. He is a graduate of the University of North Carolina at Chapel Hill and served as a senior credit officer at a regional bank headquartered in North Carolina.

William D. Cable, Sr. , age 52 (as of February 1, 2021), serves as Executive Vice President, Assistant Corporate Treasurer and Corporate Secretary of the Company and Executive Vice President and Chief Operating Officer of the Bank. He has been employed by the Company and the Bank since 1995, where he has served as Senior Vice President-Information Services. Mr. Cable has a total of 29 years of banking experience. Prior to joining the Company, Mr. Cable was a regulatory examiner with the Federal Deposit Insurance Corporation. He is a graduate of Western Carolina University and the School of Banking of the South at Louisiana State University.

A. Joseph Lampron, Jr. , age 66 (as of February 1, 2021), served as Executive Vice President, Chief Financial Officer, Corporate Treasurer and Assistant Corporate Secretary of the Company and Executive Vice President and Chief Financial Officer of the Bank until May 11, 2020. On May 11, 2020, Mr. Lampron transitioned from the Company’s and the Bank’s Chief Financial Officer to the Company’s and the Bank’s Chief Administrative Officer until his retirement on June 30, 2020. Prior to retirement, Mr. Lampron had been employed by the Company and the Bank since 2001. Mr. Lampron is a graduate of the University of North Carolina at Chapel Hill and upon graduation worked as a certified public accountant with a national accounting firm. His work with the firm included audits of banks and thrift institutions. Mr. Lampron has also served as Chief Financial Officer of a thrift institution and as a senior change manager in the finance group of a large North Carolina bank.

Jeffrey Hooper, age 51 (as of February 1, 2021) serves as an Executive Vice President, Chief Financial Officer, Corporate Treasurer and Assistant Corporate Secretary of the Company and Executive Vice President and Chief Financial Officer of the Bank. Mr. Hooper joined the Company and the Bank on March 2, 2020. Prior to joining the Company and the Bank, Mr. Hooper was an Executive Vice President and Chief Financial Officer of First South

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B ancorp, Inc. and First South Bank. He is a Certified Public Accountant and a graduate of the University of Alaska. Mr. Hooper has a total of 15 years of banking experience.

How often did our Board of Directors meet during 2020?

Our Board of Directors held 13 meetings during 2020. All incumbent directors attended more than 75% of the total number of meetings of the Board of Directors and its committees on which they served during the year.

What is our policy for director attendance at Annual Meetings?

Although it is customary for all of our directors to attend Annual Meetings of Shareholders, we have no formal policy in place requiring attendance. All members of the Board of Directors virtually attended our 2020 Annual Meeting of Shareholders held on May 7, 2020.

How can you communicate with the Board or its members?

We do not have formal procedures for shareholder communication with our Board of Directors. In general, our directors and officers are easily accessible by telephone, postal mail or e-mail. Any matter intended for your Board of Directors, or any individual director, can be directed to Lance Sellers, our President and Chief Executive Officer, or Jeffrey Hooper, our Chief Financial Officer, at our principal executive offices at 518 West C Street, Newton, North Carolina 28658. You also may direct correspondence to our Board of Directors, or any of its members, in care of the Company at the foregoing address. Your communication will be forwarded to the intended recipient unopened.

Board Leadership Structure and Risk Oversight

Our Company and the Bank have traditionally operated with separate Chief Executive Officer and Chairman of the Board of Directors positions. We believe it is our Chief Executive Officer’s responsibility to manage the Company and the Chairman’s responsibility to lead the Board of Directors. Robert Abernethy is currently serving as Chairman of the Board of Directors, and James Abernethy is currently serving as the Vice Chairman of the Board of Directors. Other than Directors Lineberger and Matthews, during the year ended December 31, 2020, the Board of Directors has determined that all of the members of the Board of Directors are independent under applicable NASDAQ listing requirements. The Company has five standing committees: Executive, Loan Sub-Committee, Governance, Audit and Enterprise Risk and Compensation. The Chief Executive Officer serves on the Executive Committee. The Bank, in addition to the above-named committees, has a Loan Committee and a Loan Sub-Committee. The duties of the Company’s committees are described below. Each of the Company’s and the Bank’s committees considers risk within its area of responsibility. The Audit and Enterprise Risk Committee and the full Board of Directors focus on the Company’s most significant risks in the areas of liquidity, credit, interest rate and general risk management strategy. The Board of Directors sets policy guidelines in the areas of loans and asset/liability management which are reviewed on an on-going basis. While the Board of Directors oversees the Company’s risk management, the Company’s and the Bank’s management are responsible for day-to-day risk management following the dictates of the policy decisions set by the Board of Directors.

The Governance Committee, as part of its annual review, evaluates the Board of Directors leadership structure and performance and reports its findings to the whole Board of Directors. The Board of Directors believes that having separate persons serving as Chief Executive Officer and Chairman provides the optimal board leadership structure for the Company and its shareholders.

Code of Business Conduct and Ethics

The Company and the Bank have a Code of Business Conduct and Ethics for its directors, officers and employees. The Code of Business Conduct and Ethics requires that individuals avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity

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and in the best interests of the Company and the Bank. The Code of Business Conduct and Ethics is a guide to help ensure that all employees live up to the highest ethical standards of behavior.

A copy of the Code of Business Conduct and Ethics is available on the Bank’s website ( www.peoplesbanknc.com ) under Investor Relations.

As is permitted by SEC rules, the Company intends to post on its website any amendment to or waiver from any provision in the Code of Business Conduct and Ethics that applies to the Chief Executive Officer, the Chief Financial Officer, the Controller, or persons performing similar functions, and that relates to any element of the standards enumerated in the rules of the SEC.

Diversity of the Board of Directors

The Bank has adopted a written diversity policy in its employee handbook, and such diversity policy was approved by the Board of Directors of the Bank. The Company and the Bank value diversity in society, and believe that the virtues and pursuit of diversity are just as important within the Company and the Bank. The Company and the Bank adhere to a policy prohibiting discrimination and harassment on the basis of legally protected characteristics, including sex, pregnancy, race, color, religion, national origin, veteran status, age, and disability. While there are currently no women or minorities serving on the Board of Directors, any qualified candidate receives equal consideration.

How can a shareholder nominate someone for election to the Board of Directors?

Our Bylaws provide that in order to be eligible for consideration at the Annual Meeting of Shareholders, all nominations of directors, other than those made by the Governance Committee or the Board of Directors, must be in writing and must be delivered to the Secretary of the Company not less than 50 days nor more than 90 days prior to the meeting at which such nominations will be made. However, if less than 60 days’ notice of the meeting is given to the shareholders, such nominations must be delivered to the Secretary of the Company not later than the close of business on the tenth day following the day on which the notice of meeting was mailed.

The Board of Directors may disregard any nominations that do not comply with these requirements. Upon the instruction of the Board of Directors, the inspector of voting for the Annual Meeting may disregard all votes cast for a nominee if the nomination does not comply with these requirements. Written notice of nominations should be directed to the Secretary of the Company.

Who serves on the Board of Directors of the Bank?

The Bank has ten directors currently serving on its Board of Directors, who are the same people who are currently directors of the Company.

Board Committees

During 2020, our Board of Directors had five standing committees, the Audit and Enterprise Risk Committee, the Governance Committee, the Compensation Committee, the Executive Committee and the Loan Sub-Committee. The voting members of these Committees are appointed by the Board of Directors annually from among its members. Certain of our executive officers also serve as non-voting, advisory members of these committees.

Executive Committee Executive Committee. The Executive Committee performs duties as assigned by the full Board of Directors. Actions taken by the Executive Committee must be approved by the full Board of Directors. The following persons currently serve on the Executive Committee: Directors R. Abernethy, J. Abernethy, Lineberger, Robinson and Terry, as well as the President and Chief Executive Officer of the Company in a non-voting capacity. It meets on an “as needed” basis and did not meet during 2020.

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Governance Committee . The Governance Committee is responsible for developing and maintaining the corporate governance policy, as well as acting as the nominating committee for the Board of Directors. The following persons currently serve on the Governance Committee: Directors R. Abernethy, J. Abernethy, Howard, Terry, and Timmerman. Notwithstanding that Directors J. Abernethy and R. Abernethy each beneficially own more than 10% of the issued and outstanding common stock of the Company, the Board of Directors has determined that all of the members of the Governance Committee are independent as defined in the applicable NASDAQ listing standards. The Board of Directors determines on an annual basis each director’s independence.

The Governance Committee, serving as the nominating committee of the Board of Directors, interviews candidates for membership to the Board of Directors, recommends candidates to the full Board of Directors, slates candidates for shareholder votes, and fills any vacancies on the Board of Directors which occur between shareholder meetings. The Governance Committee’s identification of candidates for director typically results from the business interactions of the members of the Governance Committee or from recommendations received from other directors or from the Company’s management.

If a shareholder recommends a director candidate to the Governance Committee in accordance with the Company’s Bylaws, the Governance Committee will consider the candidate and apply the same considerations that it would to its own candidates. The recommendation of a candidate by a shareholder should be made in writing, addressed to the attention of the Governance Committee at the Company’s corporate headquarters. The recommendation should include a description of the candidate’s background, his or her contact information, and any other information the shareholder considers useful and appropriate for the Governance Committee’s consideration of the candidate. The criteria which have been established by the Governance Committee as bearing on the consideration of a candidate’s qualification to serve as a director include the following: the candidate’s ethics, integrity, involvement in the community, success in business, relationship with the Bank, investment in the Company, place of residence ( i.e. , proximity to the Bank’s market area), and financial expertise.

The Governance Committee met twice during the year ended December 31, 2020.

The Governance Committee has a written charter which is reviewed annually, and amended as needed, by the Governance Committee. A copy of the Governance Committee Charter is available on the Bank’s website ( www.peoplesbanknc.com ) under Investor Relations.

Audit and Enterprise Risk Committee . The Company has a separately designated standing Audit and Risk Enterprise Committee (the “ Audit Committee ”) which was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee’s responsibilities include oversight of enterprise risk. The Audit Committee has a written charter which is reviewed annually, and amended as needed, by the Audit Committee. A copy of the Audit Committee Charter is available on the Bank’s website ( www.peoplesbanknc.com ) under Investor Relations. The following persons currently serve on the Audit Committee: Directors R. Abernethy, J. Abernethy, Howard, Price, Timmerman and Zachary.

Notwithstanding that Directors J. Abernethy and R. Abernethy are deemed to beneficially own more than 10% of the issued and outstanding common stock of the Company by virtue of serving as co-executors of the Estate of Christine S. Abernethy, the Board of Directors has determined that neither Director J. Abernethy nor Director R. Abernethy are affiliates of the Company as defined in Rule 10A-3. As a result, the Board of Directors has determined that each member of the Audit Committee is independent as that term is defined in the applicable NASDAQ listing standards and the SEC’s regulations. The Board of Directors determines on an annual basis each director’s independence. In addition, the Board of Directors has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” based on each of the member’s educational background and business experience.

The Audit Committee meets at least quarterly and, among other responsibilities, oversees (i) the independent auditing of the Company; (ii) the system of internal controls that management has established; and (iii) the quarterly and annual financial information to be provided to shareholders and the SEC. The Audit Committee met nine times during the year ended December 31, 2020.

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Audit Committee Report. The Audit Committee has reviewed and discussed the audited financial statements with management of the Company and has discussed with the independent auditors the matters required to be discussed by Auditing Standards No. 16 as amended (AICPA, Professional Standards, Vol. 1 AU section 380) as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Audit Committee has received the written disclosures and the letter from the independent accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

| Robert
C. Abernethy | Dan R.
Timmerman, Sr. |
| --- | --- |
| Benjamin I.
Zachary Douglas
S. Howard | James
S. Abernethy Billy L
Price, Jr. MD, Committee Chair |

Compensation Committee . The Company’s Compensation Committee is responsible for developing, reviewing, implementing and maintaining the Bank’s salary, bonus, and incentive award programs and for making recommendations to the Company’s and the Bank’s Board of Directors regarding compensation of the executive officers. Upon recommendation from the Compensation Committee, the Company’s Board of Directors ultimately determines such compensation.

The Board of Directors has determined that all of the members of the Compensation Committee are independent as defined in the applicable NASDAQ’s listing standards. The Board of Directors determines on an annual basis each director’s independence. The following persons currently serve on the Compensation Committee: Directors R. Abernethy, J. Abernethy, Howard, Terry and Timmerman. The Compensation Committee met two times during the year ended December 31, 2020.

The Compensation Committee has a written charter which is reviewed annually, and amended as needed, by the Compensation Committee. A copy of the Compensation Committee’s Charter is available on the Bank’s website ( www.peoplesbanknc.com ) under Investor Relations.

Compensation Committee Interlocks and Insider Participation . No member of the Compensation Committee is now, or formerly was, an officer or employee of the Company or the Bank. None of the named executive officers serve as a member of the board of directors of another entity whose executive officers or directors serve on the Company’s Board of Directors. See Indebtedness of and Transactions with Management and Directors starting on page 29 of this Proxy Statement.

Compensation Committee Report . The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis in this Proxy Statement with management and has recommended that it be included in this Proxy Statement and our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2020.

Compensation Committee

Robert C. Abernethy

James S. Abernethy

Douglas S. Howard

William Gregory Terry

Dan R. Timmerman, Sr., Committee Chair

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis provides information with respect to the compensation paid during the year ended December 31, 2020 to our President and Chief Executive Officer, Lance A. Sellers, our former Chief Financial Officer, A. Joseph Lampron, Jr., our current Chief Financial Officer, Jeffrey Hooper, and William

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D. Cable, Sr. (together, our “ named executive officers ”).

Compensation Committee Processes and Procedures . The Compensation Committee assists the Board of Directors in determining appropriate compensation levels for the members of the Board of Directors and our named executive officers. It also has strategic and administrative responsibility for a broad range of compensation issues. It seeks to ensure that we compensate key management employees effectively and in a manner consistent with the Compensation Committee’s stated compensation strategy and relevant requirements of various regulatory entities. A part of these responsibilities is overseeing the administration of executive compensation and employee benefit plans, including the design, selection of participants, establishment of performance measures, and evaluation of awards pursuant to our annual and long-term incentive programs.

Compensation Philosophy. The overall objective of our executive compensation program is to align total compensation so that the individual executive believes it is fair and equitable and provides the highest perceived value to our shareholders and to that individual. In order to accomplish this overall objective, our executive compensation program is designed to: (i) attract qualified executives necessary to meet our needs as defined by the Company’s strategic plans, and (ii) retain and motivate executives whose performance supports the achievement of our long-term plans and short-term goals. The executive compensation program is founded upon the idea that a strong, performance-oriented compensation program, which is generally consistent with the practices of our peers, is a key ingredient in becoming a leading performer among financial institutions of similar size, and is, therefore, in the best interests of our shareholders.

The Compensation Committee considers a number of factors specific to each executive’s role when determining the amount and mix of compensation to be paid. These factors are:

●

compensation of the comparable executives at comparable financial institutions;

●

financial performance of the Company (especially on a “net operating” basis, which excludes the effect of one-time gains and expenses) over the most recent fiscal year and the prior three years;

●

composition of earnings;

●

asset quality relative to the banking industry;

●

responsiveness to the economic environment;

●

the Company’s achievement compared to its corporate, financial, strategic and operational objectives and business plans; and

●

cumulative shareholder return.

Elements of the Executive Compensation Program. The Company’s and the Bank’s compensation program consists of the following elements:

Base Salary . The salaries of our named executive officers are designed to provide a reasonable level of compensation that is affordable to the Company and fair to the executive. Salaries are reviewed annually, and adjustments, if any, are made based on the review of competitive salaries in our peer group, as well as an evaluation of the individual officer’s responsibilities, job scope, and individual performance. For example, we assess each officer’s success in achieving budgeted earnings and return ratios, business conduct and integrity, and leadership and team building skills.

Annual Cash Incentive Awards . We believe that annual cash incentive awards encourage our named executive officers to achieve short-term targets that are critical to achievement of our long-term strategic plan. The Bank has a Management Incentive Plan for officers of the Bank. Participants in the Management Incentive Plan are recommended annually by the President and Chief Executive Officer to the Bank’s Board of Directors. Each individual’s incentive pool is determined by a formula which links attainment of corporate budget with attainment of individual goals and objectives. Incentives under the Management Incentive Plan are paid annually. No named executive officer earned or was paid a cash incentive under the Management Incentive Plan during the fiscal year ended December 31, 2020.

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Discretionary Bonus and Service Awards . From time to time the Compensation Committee may recommend to the Board of Directors that additional bonuses be paid based on accomplishments that significantly exceed expectations during the fiscal year. These bonuses are totally discretionary as to who will receive a bonus and the amount of any such bonus. In 2020, the Compensation Committee recommended, and the Board of Directors approved, discretionary bonuses as follows: $60,000 for Mr. Sellers; $40,000 for Mr. Hooper; and $40,000 for Mr. Cable. Mr. Lampron did not receive a discretionary bonus in 2020. These discretionary bonuses were paid in January of 2021. Under the Service Recognition Program, the Bank gives service awards to each employee and director for every five years of service with the Bank to promote longevity of service for both directors and employees. Service awards are made in the form of shares of the Company’s common stock plus cash in the amount necessary to pay taxes on the award. The number of shares awarded increases with the number of years of service to the Bank. Any common stock awarded under the Service Recognition Program is purchased by the Bank on the open market, and no new shares are issued by the Company under the Service Recognition Program.

Long-Term Equity Incentive Awards . During part of the fiscal year ended December 31, 2020, the Company maintained the 2020 Omnibus Stock Ownership and Long Term Incentive Plan (“ 2020 Omnibus Plan ”), under which it is permitted to grant incentive stock options, restricted stock, restricted stock units, stock appreciation rights, book value shares, and performance units. The purpose of the 2020 Omnibus Plan is to promote the interests of the Company by attracting and retaining directors and employees of outstanding ability and to provide executives of the Company greater incentive to make material contributions to the success of the Company by providing them with stock-based compensation which would increase in value based upon the market performance of the common stock and/or the corporate achievement of financial and other performance objectives. The 2020 Omnibus Plan was approved on May 7, 2020 and expires on May 7, 2029.

In making its decision to grant awards to the Company’s named executive officers under the 2020 Omnibus Plan, the Compensation Committee considered all elements of such named executive officer’s compensation. In considering the number of awards to grant to the Company’s named executive officers, the Compensation Committee considered each named executive officer’s contribution to the Company’s performance.

See “Grants of Plan-Based Awards” on page 23 of this Proxy Statement, “Outstanding Equity Awards at Fiscal Year-End” on page 23 of this Proxy Statement and “Option Exercises and Stock Vested” on page 24 of this Proxy Statement for information on grants and vesting of restricted stock units to the named executed officers under the 2020 Omnibus Plan and the Company’s 2009 Omnibus Stock Ownership and Long Term Incentive Plan (“ 2009 Omnibus Plan ”) which expired on May 7, 2019. See “Omnibus Plan and Long Term Incentive Plan” starting on page 27 of this Proxy Statement for additional information on the 2020 Omnibus Plan.

Supplemental Executive Retirement Agreements . The Bank provides a non-qualified supplemental executive retirement benefit in the form of Amended and Restated Executive Salary Continuation Agreements with Messrs. Sellers, Lampron and Cable and an Executive Salary Continuation Agreement with Mr. Hooper. The Committee’s goal is to provide competitive retirement benefits given the restrictions on executives within tax-qualified plans. In prior years, the Compensation Committee worked with a compensation consultant in analyzing the possible benefits of using supplemental retirement benefits to address the issues of internal and external equity in terms of retirement benefits offered to all employees at the Company as a percentage of final average pay and executives in our peer group. In connection with the non-qualified supplemental executive retirement benefits, the Bank purchased life insurance contracts on the lives of the named executive officers. The increase in cash surrender value of the life insurance contracts constitutes the Bank’s contribution to the plan each year. The Bank will pay benefits to participating officers for a period between 13 years and the life of the officer. The Bank is the sole owner of all of the insurance contracts.

Profit Sharing Plan and 401(k) Plan . The Bank has a Profit Sharing Plan and 401(k) Plan for all eligible employees. The Bank made no contribution to the Profit Sharing Plan for the year ended December 31, 2020. No investments in Bank stock have been made by the plan. Under the Bank’s 401(k) Plan, the Bank matches employee contributions to a maximum of 4.00% of annual compensation. The Bank’s 2020 contribution to the 401(k) Plan pursuant to this formula was approximately $692,000. All contributions to the 401(k) Plan are tax deferred. The Profit Sharing Plan and 401(k) Plan permit participants to choose from investment funds which are selected by a committee

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comprised of senior management. Employees are eligible to participate in both the 401(k) Plan and Profit Sharing Plan beginning in the second month of employment. Both plans are now “safe harbor” plans, and all participants are immediately 100% vested in all employer contributions.

Deferred Compensation Plan . The Bank maintains a non-qualified deferred compensation plan for directors and certain officers. Eligible officers selected by the Bank’s Board of Directors may elect to contribute a percentage of their compensation to the plan. Participating officers may elect to invest their deferred compensation in a restricted list of investment funds. The Bank may make matching or other contributions to the plan as well, in amounts determined at the discretion of the Bank. Participants are fully vested in all amounts contributed to the plan by them or on their behalf. The Bank has established a Rabbi Trust to hold the accrued benefits of the participants under the plan. There are no “above-market” returns provided for in this plan. The Bank made no contributions to the plan in 2020. Benefits under the plan are payable in the event of the participant’s retirement, death, termination, or as a result of hardship. Benefit payments may be made in a lump sum or in installments, as selected by the participant.

Employment Agreements . The Company has employment agreements with each named executive officer, except for Mr. Hooper, which the Board of Directors believes serve a number of functions, including (i) retention of the executive team; (ii) mitigation of any uncertainty about future employment and continuity of management in the event of a change in control; and (iii) protection of the Company and customers through non-compete and non-solicitation covenants. Additional information regarding the employment agreements, including a description of key terms may be found under the heading “Employment Agreements” starting on page 25 of this Proxy Statement.

Other Benefits . Executive officers are entitled to participate in fringe benefit plans offered to employees including health and dental insurance plans and life, accidental death and dismemberment and long-term disability plans. In addition, the Bank has paid country club dues for each named executive officer and provides a car allowance to Mr. Sellers.

The above elements of each named executive officer’s compensation are not inter-related. For example, if vesting standards on restricted stock awards are not achieved, the executive’s base salary is not increased to make up the difference. Similarly, the value of previously granted options is not considered by the Compensation Committee in recommending the other elements of the compensation package.

The Compensation Committee did not engage a compensation consultant during the year ended December 31, 2020. The President and Chief Executive Officer of the Company and the Bank makes recommendations to the Committee regarding the compensation of the executive officers other than his own. The President and Chief Executive Officer participates in the deliberations, but not in the decisions, of the Compensation Committee regarding compensation of executive officers. He does not participate in the Compensation Committee’s discussion or decisions regarding his own compensation. The Compensation Committee reports its actions to the Board of Directors and keeps written minutes of its meetings, which minutes are maintained with the books and records of the Company.

The Compensation Committee also considers the results of the shareholders’ non-binding vote on executive compensation. At the 2019 Annual Meeting of Shareholders, 57.78% of the shareholders who voted at the 2019 Annual Meeting of Shareholders elected to review the executive compensation of the Company’s named executive officers once every three years. As such, The Company will submit a vote to the shareholders on the compensation of its named executive officers at the 2022 Annual Meeting of Shareholders. At the 2019 Annual Meeting of Shareholders, 85.40% of the Shareholders who voted at the 2019 Annual Meeting of Shareholders approved the executive compensation of the Company’s named executive officers as presented in the 2019 proxy statement.

2020 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company’s Chief Executive Officer

We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-

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executive employees. The Compensation Committee reviewed a comparison of our Chief Executive Officer’s annual total compensation in fiscal year 2020 to that of all other Company employees (including all employees of the Bank) for the same period. The calculation of annual total compensation of all employees was determined in the same manner as the “Total Compensation” shown for our Chief Executive Officer in the “Summary Compensation Table” on page 22 of this Proxy Statement.

The calculation below includes all employees as of October 31, 2020.

The 2020 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of the Company’s chief executive officer is as follows:

| Median
Annual Total Compensation of | |
| --- | --- |
| All
Employees (excluding Lance A. Sellers, Chief | |
| Executive
Officer) | $ 44,061 |
| Annual
Total Compensation of Lance A. Sellers, | |
| Chief
Executive Officer | $ 513,735 |
| Ratio
of the Median Annual Total Compensation | |
| of
All Employees to the Annual Total Compensation | |
| of
Lance A. Sellers, Chief Executive Officer | 11.66 |

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Summary Compensation Table

The named executive officers of the Company are not paid any cash compensation by the Company. However, the named executive officers of the Company also are executive officers of the Bank and receive compensation from the Bank. The below tables show, for the fiscal years ended December 31, 2020, 2019 and 2018, the cash compensation received by, as well as certain other compensation paid or accrued for those years, to each named executive officer.

SUMMARY COMPENSATION TABLE

| Name and
Principal Position | Year | Salary($) | Bonus($) | Stock
Awards($) 3 | Change in
Pension Value and Nonqualified Deferred Compensation
Earnings($) | All Other
Compensation($) 4 | Total($) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Lance A.
Sellers | 2020 | 346,988 | 60,000 | - | 80,506 | 26,241 | 513,735 |
| President and Chief
Executive | 2019 | 336,980 | 115,000 | - | 74,098 | 26,179 | 552,257 |
| Officer | 2018 | 328,760 | 90,000 | - | 68,064 | 30,454 | 517,278 |
| A. Joseph Lampron, Jr. 1 | 2020 | 132,327 | - | - | - | 18,506 | 150,833 |
| Former Executive Vice
President, | 2019 | 216,309 | 150,000 | - | 25,658 | 24,802 | 416,769 |
| Chief Financial
Officer | 2018 | 210,009 | 55,000 | - | 120,772 | 22,224 | 408,005 |
| Jeffrey Hooper 2 | 2020 | 152,712 | 74,000 2 | - | 7,439 | 8,801 | 242,953 |
| Executive Vice President and Chief
Financial Officer | | | | | | | |
| William D. Cable,
Sr. | 2020 | 233,879 | 40,000 | - | 31,820 | 29,685 | 335,384 |
| Executive Vice
President, | 2019 | 228,174 | 55,000 | 40,086 | 29,227 | 25,081 | 377,568 |
| Chief Operating
Officer | 2018 | 216,125 | 50,000 | - | 26,837 | 24,365 | 317,327 |

1 Mr. Lampron retired from the Company and the Bank on June 30, 2020. As such, his compensation reflects amount received, paid or accrued from January 1, 2020 through June 30, 2020.

2 Mr. Hooper was hired by the Company on March 2, 2020. As such, his compensation reflects amount received, paid or accrued from March 2, 2020 through December 31, 2020. Includes a $34,000 signing bonus and a $40,000 year-end annual discretionary bonus.

3 Amount represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 1 in the Notes to the Company’s Consolidated Financial Statements included in the Company’s Annual Report, which Annual Report is attached here to as Appendix A.

4 All other compensation is comprised of the following:

| Name and Principal Position | Year | Employer Match($) | Car Allowance($) | Country Club
Dues($) | Split Dollar Death Benefit($) | Group Term Life($) (a) | Disability and
LTC Premiums($) (b) | Dividends
Accrued on Restricted Stock Units($) | Other($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Lance A.
Sellers | 2020 | 11,400 | 1,610 | 3,960 | 587 | 2,290 | 6,150 | 244 | 0 |
| President and
Chief | 2019 | 11,200 | 1,872 | 3,825 | 570 | 1,548 | 5,894 | 1,270 | 0 |
| Executive
Officer | 2018 | 11,000 | 2,888 | 3,730 | 539 | 2,899 | 5,628 | 1,270 | 2,500 (c) |
| A. Joseph Lampron, Jr. (d) | 2020 | 10,992 | 0 | 1,830 | 1,570 | 2,918 | 1,012 | 183 | 0 |
| Former Executive
Vice | 2019 | 11,200 | 0 | 3,660 | 1,464 | 5,626 | 1,900 | 952 | 0 |
| President, Chief Financial
Officer | 2018 | 10,610 | 0 | 3,630 | 1,359 | 3,688 | 1,984 | 953 | 0 |
| Jeffrey Hooper (e) Executive Vice
President, Chief Financial
Officer | 2020 | 5,568 | 0 | 2,695 | 95 | 443 | 0 | 183 | 0 |
| William D. Cable,
Sr., | 2020 | 11,327 | 0 | 3,780 | 527 | 1,122 | 8,207 | 973 | 3,750 (f) |
| Executive Vice
President | 2019 | 11,118 | 0 | 3,780 | 496 | 1,047 | 7,688 | 952 | 0 |
| Chief Operating
Officer | 2018 | 10,795 | 0 | 3,730 | 463 | 2.050 | 6,375 | 952 | 0 |

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(a) Represents amounts paid by the Bank for premiums on group term life insurance in excess of $50,000 for each named executive officer.

(b) Represents amounts paid by the Bank for premiums on disability and long-term care insurance for each named executive officer.

(c) In 2018, Mr. Sellers received 68 shares for 20 years of service with the Bank and $528 in cash to pay taxes associated with the award under the Bank’s Service Recognition Program.

(d) Mr. Lampron retired from the Company and the Bank on June 30, 2020. As such, his compensation reflects amount received, paid or accrued from January 1, 2020 through June 30, 2020.

(e) Mr. Hooper was hired by the Company on March 2, 2020. As such, his compensation reflects amount received, paid or accrued from March 2, 2020 through December 31, 2020.

(f) In 2020, Mr. Cable received 121 shares for 25 years of service with the Bank and $750 in cash to pay taxes associated with the award under the Bank’s Service Recognition Program.

Grants of Plan-Based AwardsGrants of Plan-Based Awards

The Company did not grant any plan-based awards to Messrs. Sellers, Lampron, and Cable during the fiscal year ended December 31, 2020. The following table shows certain information for those grants of plan-based awards that we made to Mr. Hooper during the fiscal year ended December 31, 2020.

GRANTS OF PLAN-BASED AWARDS TABLE

| Name | Grant
Date | Estimated Future
Payouts Under Equity Incentive Plan Awards | | All Other Stock
Awards:Numberof Sharesof Stockor Units (#) | All Other Option
Awards: Number of Securities Under- lying Options (#) | Exercise or Base
Price of Option Awards ($/Sh) | Grant Date Fair
Value of Stock and Option Awards
($) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | Threshold
(#) | Target
(#) | Maximum
(#) | | | | |
| Jeffrey N.
Hooper | May 7,
2020 | -- | -- | 1,760 (1) | -- | -- | 17.08 (2) |

(1) Restricted stock units vest in full on May 7, 2024

(2) Represents fair market value per share on May 7, 2024

Outstanding Equity Awards at Fiscal Year End

Messrs. Sellers and Lampron did not have any outstanding equity awards at December 31, 2020. The following table shows certain information for those outstanding equity awards at December 31, 2020 for Messrs. Cable and Hooper.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

| Name | Stock
Awards — Number of Shares
or Units of Stock That Have Not Vested (#) | Market Value of
Shares or Units of Stock That Have Not Vested
($) | Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That
Have Not Vested (#) | Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested (3) ($) |
| --- | --- | --- | --- | --- |
| William D. Cable,
Sr. | -- | -- | 1,410 (1) | 46,319 |
| Jeffrey N.
Hooper | -- | -- | 1,760 (2) | 40,515 |

(1)

Represents 1,410 restricted stock units that were granted on February 21, 2019 (with a grant date fair value for each restricted stock unit of $28.43 on February 21, 2019) and will vest on February 21, 2023.

(2)

Represents 1,760 restricted stock units that were granted on May 7, 2020 (with a grant date fair value for each restricted stock unit of $17.08 on May 7, 2020) and vest on May 7, 2024.

(3)

Based on a stock price of $23.02 per share on December 31, 2020.

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Option Exercises and Stock Vested

During the fiscal year ended December 31, 2020, no options were exercised by the named executive officers and no restricted stock units granted to the named executive officers vested.

Pension Benefits

The following table shows, for the fiscal year ended December 31, 2020, the pension benefits paid or earned by Messrs. Sellers, Lampron, Hooper, and Cable.

| PENSION BENEFITS
TABLE — Name | Plan
Name | Number
of Years Credited Service | Present Value
of Accumulated Benefit($) | Payments During
Last Fiscal
Year($) |
| --- | --- | --- | --- | --- |
| Lance A.
Sellers | Amended and
Restated Executive Salary Continuation Agreement 1 | 19 | 655,775 | -- |
| A. Joseph Lampron,
Jr. | Amended and
Restated Executive Salary Continuation Agreement 1,2 | 19 | 784,162 | -- |
| Jeffrey N.
Hooper | Executive Salary
Continuation Agreement 3 | 1 | 7,439 | -- |
| William D. Cable,
Sr. | Amended and
Restated Executive Salary Continuation Agreement 1 | 19 | 217,817 | -- |

1 The Bank entered into Amended and Restated Executive Salary Continuation Agreement with Messrs. Sellers, Lampron and Cable effective on December 18, 2008. The Amended and Restated Executive Salary Continuation Agreements for Messrs. Sellers, Lampron and Cable were further amended on December 10, 2014, and such amendments were memorialized in a First Amendment to the Amended and Restated Executive Salary Continuation Agreements effective February 16, 2018. Unless a separation from service or a change in control (as defined in the Amended and Restated Executive Salary Continuation Agreements) occurs before the retirement age set forth in each Amended and Restated Executive Salary Continuation Agreement, the Amended and Restated Executive Salary Continuation Agreements provide for an annual supplemental retirement benefit to be paid to each of the named executive officers in 12 equal monthly installments payable on the first day of each month, beginning with the month immediately after the month in which the named executive officer attains the normal retirement age and for the named executive officer’s lifetime, or if longer, a 13-year term. Under the terms of the Amended and Restated Executive Salary Continuation Agreements, Mr. Sellers will receive an annual supplemental retirement benefit of $130,495, Mr. Lampron will receive an annual supplemental retirement benefit of $76,554 and Mr. Cable will receive an annual supplemental retirement benefit of $93,872.

2 Mr. Lampron retired on June 30, 2020 and beginning in January of 2021 will begin drawing 100% of the annual benefit of $76,554.

3 The Bank entered into an Executive Salary Continuation Agreement with Mr. Hooper effective on July 1, 2020. Unless a separation from service or a change in control (as defined in Mr. Hooper’s Executive Salary Continuation Agreement) occurs before the retirement age set forth in his Executive Salary Continuation Agreement, the Executive Salary Continuation Agreement provides for an annual supplemental retirement benefit to be paid to Mr. Hooper in 12 equal monthly installments payable on the first day of each month, beginning with the month immediately after the month in which he attains the normal retirement age and for a 13-year term. Under the terms of the Executive Salary Continuation Agreement, Mr. Hooper will receive an annual supplemental retirement benefit of $45,000.

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Nonqualified Deferred Compensation

The below table shows the compensation deferred by Messrs. Lampron and Cable during the year ended December 31, 2020. Mr. Sellers and Mr. Hooper elected not to defer any portion of their compensation during the year ended December 31, 2020.

NONQUALIFIED DEFERRED COMPENSATION TABLE

| Name | Executive Contributions in the Last FY
($) (1) | Registrant Contributions In Last FY
($) | Aggregate Earnings
in Last FY
($) (2) | Aggregate Withdrawals/ Distributions
($) | Aggregate Balance
at Last FYE
($) (3) |
| --- | --- | --- | --- | --- | --- |
| A. Joseph Lampron,
Jr. | $ 10,815 | -- | $ (79,662 ) | 0 | $ 229,748 |
| William D. Cable,
Sr. | $ 17,809 | -- | $ (105,677 ) | 0 | $ 572,924 |

(1)

The above contributions were based on the named executive officer’s deferral elections and the salaries shown in the Summary Compensation Table. The salaries in the Summary Compensation Table include these contributions.

(2)

This column reflects earnings or losses on plan balances in 2020. Earnings may increase or decrease depending on the performance of the elected hypothetical investment options. Earnings on these plans are not “above-market” and thus are not reported in the Summary Compensation Table. Plan balances may be hypothetically invested in various mutual funds and common stock as described below. Investment returns on those funds and common stock ranged from (27.40)% to 39.04 % for the year ended December 31, 2020.

(3)

This column represents the year-end balances of the named executive officer’s nonqualified deferred compensation accounts. These balances include contributions that were included in the Summary Compensation Tables in previous years. Amounts in this column include earnings that were not previously reported in the Summary Compensation Table because they were not “above-market” earnings.

Employment Agreements

On January 22, 2015, the Company, the Bank and each of (i) Lance A. Sellers, the President and Chief Executive Officer of the Company and the Bank and (ii) William D. Cable, Sr., Executive Vice President and Chief Operating Officer of the Bank and Executive Vice President, Assistant Corporate Treasurer and Assistant Corporate Secretary of the Company executed an Employment Agreement which replaced and superseded such executive’s prior employment agreement (collectively, the “ Employment Agreements ”). Jeffrey N. Hooper, the Executive Vice President and Chief Financial Officer of the Company and Executive Vice President, Chief Financial Officer, Corporate Treasurer and Assistant Corporate Secretary of the Bank does not have an employment agreement with the Company or the Bank. On January 22, 2015, the Company and the Bank also entered into an employment agreement with A. Joseph Lampron, Jr., the former Executive Vice President and Chief Financial Officer of the Bank and the former Executive Vice President, Chief Financial Officer and Corporate Treasurer of the Company (“ Mr. Lampron’s Employment Agreement ”). Mr. Lampron’s Employment Agreement ended upon his retirement from the Company and the Bank on June 30, 2020.

Each Employment Agreement provides for an initial term of 36 months beginning on January 22, 2015 (the “ Effective Date ”). On the first anniversary of the Effective Date and on each anniversary thereafter (the “ Renewal Date ”), each Employment Agreement shall be extended automatically for one additional year unless the Board of Directors of the Company or the executive determines, and prior to the Renewal Date sends to the other party written notice, that the term shall not be extended. If the Board of Directors of the Company decides not to extend the term, the Employment Agreement shall nevertheless remain in force until its existing term expires. Under the Employment Agreements, the Bank will pay Mr. Sellers a base salary at the rate of at least $311,400 per year and Mr. Cable a base salary at the rate of at least $198,750 per year. The Bank will review each executive’s total compensation at least annually and in its sole discretion may adjust an executive’s total compensation from year to year, but during the term of the Employment Agreement, Mr. Sellers’s base salary may not decrease below $311,400 and Mr. Cable’s base salary may not decrease below $198,750; provided, however, that periodic increases in base salary, once granted, may not be subject to revocation. In addition, the Employment Agreements provide for discretionary bonuses and participation in other management incentive, pension, profit-sharing, medical and retirement plans maintained by the Bank, as well as fringe benefits normally associated with such executive’s office.

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Under the Employment Agreements, each executive’s employment will terminate automatically upon death. Otherwise, the Company and the Bank may terminate each executive’s employment for “cause”, “without cause” or in the event of a “disability” (each as defined in the Employment Agreements). In addition, each executive may voluntarily terminate his employment upon 60 days prior written notice to the Company and the Bank or for “good reason” (as defined in the Employment Agreement). Under the Employment Agreements, if the Company and the Bank terminate an executive’s employment “without cause”, or an executive terminates his employment for “good reason”, in each case, other than in connection with a change of control, then in each case, the executive would be entitled to receive certain severance payments and access to welfare benefit plans as more particularly set forth in the Employment Agreements. Under the Employment Agreements, in the event that the Company and the Bank terminate an executive’s employment “without cause”, or an executive terminates his employment for “good reason”, in any such case at the time of or within one year after a Change of Control, then the executive will be entitled to receive certain change in control payments as more particularly set forth in the Employment Agreements.

In addition, each Employment Agreement contains certain restrictive covenants prohibiting the executive from competing against the Company and the Bank or soliciting the Company’s or the Bank’s customers for a period of time following termination of employment, all as more particularly set forth in the Employment Agreements.

Potential Payments upon Termination or Change in Control

Each of the Employment Agreements provide that in the event the Company terminates the employment of a named executive officers “without cause” (as defined in the Employment Agreements), or the officer terminates his or her employment for “good reason” (as defined in the Employment Agreements), in any such case during the employment and at the time of or within one year after a “change of control” (as defined in the Employment Agreements), the officer will be entitled to receive the following payments and benefits: (1) the Company will pay the officer the aggregate of the following amounts: (a) the sum of his accrued obligations; (b) the greater of his base salary, divided by 365 and multiplied by the number of days remaining in the employment period, or an amount equal to 2.99 times his base salary; and (c) the product of his aggregate cash bonus for the last completed fiscal year, and a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365; (2) all restricted stock or restricted stock unit awards previously granted to the executive and which have not already become vested and released from restrictions on transfer, repurchase and forfeiture rights, either as a result of the change of control or otherwise, shall immediately vest and be released from such restrictions as of the change of control termination date; and (3) all options previously granted to the officer that are unvested as of the change of control termination date will be deemed vested, fully exercisable and non-forfeitable as of the change of control termination date (other than transfer restrictions applicable to incentive stock options) and all previously granted options that are vested, but unexercised, on the change of control termination date will remain exercisable, in each case for the period during which they would have been exercisable absent the termination of his employment, except as otherwise specifically provided by the Internal Revenue Code;and (4) his benefits under all benefit plans that are non-qualified plans will be 100% vested, regardless of his age or years of service, as of the change of control termination date.

If the named executive officers were terminated on December 31, 2020, “without cause” or for “good reason” at the time of or within one year after a “change of control”, Mr. Sellers and Mr. Cable would have been entitled to receive compensation of approximately $1,220,963 and $821,636, respectively, pursuant to their Employment Agreements. These amounts are calculated based on each officer’s 2020 “Salary” and “Bonus” as shown in the “Summary Compensation Table” on page 22 of this Proxy Statement. In addition, if a “change in control” (as defined in the 2009 Omnibus Plan, or in the case Mr. Hooper, the 2020 Omnibus Plan) had occurred on December 31, 2020, all unvested restricted stock units previously granted to each of Mr. Cable and Mr. Hooper would have vested immediately. On December 31, 2020, these unvested restricted stock units had a fair market value of $32,458 for Mr. Cable and $40,515 for Mr. Hooper. Neither Mr. Sellers nor Mr. Lampron had outstanding restricted stock units at December 31, 2020. Neither Mr. Lampron nor Mr. Hooper would have been entitled to receive a severance payment on December 31, 2020.

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Omnibus Stock Option and Long Term Incentive Plan

General. The purpose of the 2020 Omnibus Plan is to promote the interests of the Company by attracting and retaining directors and employees of outstanding ability and to provide executive and other key employees of the Company and its subsidiaries greater incentive to make material contributions to the success of the Company by providing them with stock-based compensation which will increase in value based upon the market performance of the common stock and/or the corporate achievement of financial and other performance objectives.

The 2020 Omnibus Plan is administered by the Governance Committee of the Board of Directors (the “Committee”). Subject to the terms of the 2020 Omnibus Plan, the Committee and the Board of Directors have authority to construe and interpret, for eligible employees and eligible directors, respectively, the 2020 Omnibus Plan, to determine the terms and provisions of Rights (as defined below) to be granted under the 2020 Omnibus Plan, to define the terms used in the 2020 Omnibus Plan and in the Rights granted thereunder, to prescribe, amend and rescind rules and regulations relating to the 2020 Omnibus Plan, to determine the individuals to whom and the times at which Rights shall be granted and the number of shares to be subject to, or to underlie, each Right awarded, and to make all other determinations necessary or advisable for the administration of the 2020 Omnibus Plan.

Rights Which May Be Granted. Under the 2020 Omnibus Plan, the Committee may grant or award eligible participants options, rights to receive restricted shares of common stock, long term incentive units (each equivalent to one share of common stock), and/or stock appreciation rights. These grants and awards are referred to herein as the “Rights.” If approved by the shareholders at the Annual Meeting, all Rights must be granted or awarded by May 7, 2029, the tenth anniversary of the date the shareholders approve the 2020 Omnibus Plan. The Board of Directors has provided for 300,000 shares of the Company’s common stock be included in the 2020 Omnibus Plan to underlie Rights which may be granted thereunder. Any shares of common stock allocated to Rights granted under the 2020 Omnibus Plan, which Rights are subsequently cancelled or forfeited, will be available for further allocation upon such cancellation or forfeiture.

Change in Control. In the event of a change in control (as such term is defined in the 2020 Omnibus Plan), all Rights under the 2020 Omnibus Plan will fully vest and be released from any restrictions on transfer. In addition, in the event of a change in control, the Committee may, with 10 days’ advance notice to affected persons, cancel any Right and pay to the holders thereof in cash or common stock or both, the value of the Right based upon the price per share of common stock received or to be received by the Company’s shareholders in the change in control.

Clawback. The Company may cancel any Right, require reimbursement of any Right or previously paid compensation under the Plan or an award agreement, or use any other right of recoupment of equity or compensation in accordance with any clawback policy adopted by the Company and as may be in effect from time to time.

Grants. On May 7, 2020, the Board of Directors granted 7,635 non-transferable restricted stock units in the aggregate to employees pursuant to the 2020 Omnibus Stock Ownership and Long Term Incentive Plan. All grants were compensatory in nature and were issued without cost to the employees. Each restricted stock unit is subject to time-based vesting restrictions and once vested will be convertible into one share of the Company’s common stock.

Director Compensation

Directors’ Fees . Members of the Company’s Board of Directors receive no fees or compensation for their service. However, all members of the Board of Directors are also directors of the Bank and are compensated for that service.

During the year ended December 31, 2020, each director received a fee of $1,200 for each Bank Board of Directors meeting attended, an additional fee of $750 for each committee meeting attended and a retainer of $15,000. In addition, the Chairman of the Bank’s Board of Directors received an additional $250 per meeting attended and the chairpersons of each committee received an additional $150 per meeting attended. Directors receive $500 for special meetings held via conference call in lieu of the Board of Director and committee meeting fees set forth above.

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Directors who are members of the Board of Directors of Real Estate Advisory Services, Inc., Peoples Investment Services, Inc. and PB Real Estate Holdings, LLC, and Community Bank Real Estate Solutions, LLC, subsidiaries of the Bank, receive $750 per meeting.

The Bank maintains a Service Recognition Program, under which directors, officers and employees are eligible for awards. Under the Service Recognition Program, directors, officers and employees are awarded a combination of common stock of the Company and cash in the amount necessary to pay taxes on the award, with the amount of the award based upon the length of service to the Bank. Any common stock awarded under the Service Recognition Program is purchased by the Bank on the open market, and no new shares are issued by the Company under the Service Recognition Program.

Directors’ Stock Benefits Plan. Members of the Board of Directors were eligible to participate in the 2009 Omnibus Plan. On March 22, 2012, the Company granted 891 Restricted Stock Units, each Restricted Stock Unit being comprised of the right to receive one share of the Company’s common stock, to each director. The Restricted Stock Units awarded to directors on March 22, 2012 vested in full on March 22, 2017, and upon vesting, each Restricted Stock Unit had a market value of $25.91 for a total value of $23,085, which was distributed to each director in a combination of stock or cash, as chosen by each director. On May 23, 2013, the Company granted 891 Restricted Stock Units, each Restricted Stock Unit being comprised of the right to receive one share of the Company’s common stock, to each director. The Restricted Stock Units awarded to directors on May 23, 2013 vested in full on May 23, 2017, and upon vesting, each Restricted Stock Unit had a market value of $24.94 for a total value of $22,218, which was distributed to each director in a combination of stock or cash, as chosen by each director. On February 20, 2014, the Company granted 715 Restricted Stock Units, each Restricted Stock Unit being comprised of the right to receive one share of the Company’s common stock, to each director. The Restricted Stock Units awarded to directors on February 20, 2014 vested in full on February 20, 2017, and upon vesting, each Restricted Stock Unit had a market value of $24.78 for a total value of $17,719, which was distributed to each director in a combination of stock or cash, as chosen by each director. On February 19, 2015, the Company granted 413 Restricted Stock Units, each unit being comprised of the right to receive one share of the Company’s common stock, to each director. The Restricted Stock Units awarded to directors on February 19, 2015 vested in full on February 19, 2019, and upon vesting, each Restricted Stock Unit had a market value of $28.07 for a total value of $11,593, which was distributed to each director in a combination of stock or cash, as chosen by each director. The number of Restricted Stock Units described above have been restated to reflect the 10% stock dividend issued in December, 2017. The Company did not grant any plan-based awards to directors during the fiscal year ended December 31, 2020.

Directors’ Deferred Compensation Plan. The Bank maintains a non-qualified deferred compensation plan for all of its directors. The Bank’s directors are also directors of the Company. Under the deferred compensation plan, each director may defer all or a portion of his fees to the plan each year. The director may elect to invest the deferred compensation in a restricted list of investment funds. The Bank may make matching contributions to the plan for the benefit of the director from time to time at the discretion of the Bank. Directors are fully vested in all amounts they contribute to the plan and in any amounts contributed by the Bank. The Bank has established a Rabbi Trust to hold the directors’ accrued benefits under the plan. There are no “above-market” returns provided for in the deferred compensation plan. The Bank made no contributions to this plan in 2020.

Benefits under the plan are payable in the event of the director’s death, resignation, removal, failure to be re-elected, retirement or in cases of hardship. Directors may elect to receive deferred compensation payments in one lump sum or in installments.

Directors’ Supplemental Retirement Plan . The Bank maintains a non-qualified supplemental retirement benefits plan for all its directors. The supplemental retirement benefits plan is designed to provide a retirement benefit to the directors while at the same time minimizing the financial impact on the Bank’s earnings. Under the supplemental retirement benefits plan, the Company purchased life insurance contracts on the lives of each director. The increase in cash surrender value of the contracts constitutes the Company’s contribution to the supplemental retirement benefits plan each year. The Bank will pay annual benefits to each director for 15 years beginning upon retirement from the Board of Directors. The Bank is the sole owner of all of the insurance contracts.

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The following table reports all forms of compensation paid to or accrued for the benefit of each director during the 2020 fiscal year.

| Name | Fees Earned or
Paid in Cash ($) | Stock
Awards 1 ($) | Option Awards
($) | Non-Equity
Incentive Plan Compensation ($) | Change in
Pension Value and Nonqualified Deferred Compensation
Earnings 2 ($) | All Other
Compensation ($) 3 | Total
($) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| James S.
Abernethy | 38,900 | -- | -- | -- | 9,535 | -- | 48,435 |
| Robert C.
Abernethy | 42,450 | -- | -- | -- | 5,642 | -- | 48,092 |
| Douglas S.
Howard | 38,900 | -- | -- | -- | 5,919 | -- | 44,819 |
| John W. Lineberger,
Jr. | 30,900 | -- | -- | -- | 6,625 | -- | 37,525 |
| Gary E.
Matthews | 30,900 | -- | -- | -- | 8,645 | -- | 39,545 |
| Billy L. Price,
Jr., M.D. | 38,000 | -- | -- | -- | 7,819 | -- | 45,819 |
| Larry E.
Robinson | 30,900 | -- | -- | -- | 6,625 | -- | 37,525 |
| William Gregory
Terry | 33,150 | -- | -- | -- | 2,897 | -- | 36,047 |
| Dan Ray Timmerman,
Sr. | 39,200 | -- | -- | -- | 6,625 | 3,750 | 49,575 |
| Benjamin I.
Zachary | 36,650 | -- | -- | -- | 7,853 | 3,750 | 48,253 |

The Company did not grant any plan-based awards to directors during the fiscal year ended December 31, 2020. At December 31, 2020, no director had restricted stock units outstanding. See information above under the heading “Directors Stock Benefit Plan” for information on each individual grant of restricted stock units.

Change in Pension Value and Nonqualified Deferred Compensation Earnings represents the expense accrued by the Bank for each director under the Directors’ Supplemental Retirement Plan as described above.

In 2020, Directors Timmerman and Zachary received 121 shares of the Company’s common stock and $750.00 in cash for their 25 years of service as a director under the Bank’s Service Recognition Program.

Indebtedness of and Transactions with Management and Directors

The Company is a “listed issuer” under the rules and regulations of the Exchange Act whose common stock is listed on NASDAQ. The Company uses the definition of independence contained in NASDAQ’s listing standards to determine the independence of its directors and that the Board of Directors and each standing committee of the Board of Directors is in compliance with NASDAQ listing standards for independence.

Certain directors and executive officers of the Bank and their immediate families and associates were customers of and had transactions with the Bank in the ordinary course of business during 2020. All outstanding loans, extensions of credit or overdrafts, endorsements and guarantees outstanding at any time during 2020 to the Bank’s executive officers and directors and their family members were made in the ordinary course of its business. These loans are currently made on substantially the same terms, including interest rates and collateral, as those then prevailing for comparable transactions with persons not related to the lender, and did not involve more than the normal risk of collectability or present any other unfavorable features.

The Board of Directors routinely, and no less than annually, reviews all transactions, direct and indirect, between the Company or the Bank and any employee or director, or any of such person’s immediate family members. The standard applied to such transactions are to review such transactions for comparable market values for similar transactions. All material facts of the transactions and the director’s interest are discussed by all disinterested directors and a decision is made about whether the transaction is fair to the Company and the Bank. A majority vote of all disinterested directors is required to approve the transaction. See “Code of Business Conduct and Ethics” on page 14 of this Proxy Statement.

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During the fiscal year ended December 31, 2020, there were no related party transactions that would be required to be reported that were not reviewed in accordance with the above.

The Bank leased two of its facilities from Shortgrass Associates, L.L.C. (“ Shortgrass ”) during 2020, and in September of 2020, the Bank purchased both of these properties from Shortgrass Associates, L.L.C. Director John W. Lineberger, Jr. owns 25% of the membership interests in Shortgrass. Each of the facilities was subject to a 20-year lease between the Bank and Shortgrass. Pursuant to the terms of the leases for the two facilities leased by the Bank, during 2020 the Bank paid a total of $173,194 to Shortgrass in lease payments for these facilities, and the dollar value of Director John W. Lineberger, Jr.’s interest in such lease payments was approximately $43,299 (or 25% x $173,194). The gross sales price for these properties was $1 million. The properties were subject to a first mortgage of $492,550, which was satisfied from the proceeds of the sale. Director Lineberger’s interest in the net proceeds from the sale of the properties was approximately $126,862 (or 25% x ($1,000,000 - $492,550)).

The Board of Directors also evaluates the influence family relationships may have on the independence of directors who are related by blood or marriage. Directors Robert C. Abernethy (Chairman of the Board) and James S. Abernethy (Vice Chairman of the Board) are brothers and serve as co-executors of the Estate of Christine S. Abernethy, a greater than ten percent (10%) shareholder of the Company. As a result of serving as co-executors of the Estate of Christine S. Abernethy, Directors R. Abernethy and J. Abernethy are deemed to beneficially own more than 10% of the issued and outstanding common stock of the Company. All of the non-related directors have determined that neither the family relationships among James S. Abernethy and Robert C. Abernethy nor their beneficial ownership of greater than ten percent (10%) of the Company’s common stock, affect the brothers’ independence as directors.

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Equity Compensation Plan Information

The following table sets forth certain information regarding outstanding options and shares for future issuance under the Equity Compensation Plans as of December 31, 2020. Individual equity compensation arrangements are aggregated and included within this table. This table excludes any plan, contract or arrangement that provides for the issuance of options, warrants or other rights that are given to our shareholders on a pro rata basis and any employee benefit plan that is intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code.

| Plan
Category | Number of
securities to be issued upon exercise of outstanding option,
warrants and rights (1), (2), (3), (4) and (5) | Weighted-average
exercise price of outstanding options, warrants and rights
(6) | Number of
securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a)) |
| --- | --- | --- | --- |
| | (a) | (b) | (c) |
| Equity compensation
plans approved by security holders | 25,868 | - | 292,365 |
| Equity compensation
plans not approved by security holders | - | - | - |
| Total | 25,868 | - | 292,365 |

(1) Includes 5,104 restricted stock units (adjusted for the 10% stock dividend granted in December of 2017) granted on February 18, 2016 under the 2009 Omnibus Plan. These restricted stock grants vested on February 18 2020.

(2) Includes 4,114 restricted stock units (adjusted for the 10% stock dividend granted in December of 2017) granted on March 1, 2017 under the 2009 Omnibus Plan. The restricted stock grants vest on March 1, 2021.

(3) Includes 3,725 restricted stock units granted on January 24, 2018 under the 2009 Omnibus Plan. These restricted stock units vest on January 24, 2022.

(4) Includes 5,290 restricted stock units granted on February 21, 2019 under the 2009 Omnibus Plan. These restricted stock units vest on February 21, 2023.

(5) Includes 7,635 restricted stock units granted on May 7, 2020 under the 2020 Omnibus Plan. These restricted stock grants vest on May 7, 2024.

(6) The restricted stock units granted by the Company under the 2009 Omnibus Plan and the 2020 Omnibus Plan do not have an exercise price.

The above table excludes shares to be awarded pursuant to the Service Recognition Program. The Service Recognition Program is described under the section captioned “Discretionary Bonus and Service Awards” on page 19 of this Proxy Statement.

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STOCK PERFORMANCE GRAPH

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PROPOSAL 2

AMENDMENT TO ARTICLES OF INCORPORATION TO IMPLEMENT A MAJORITY VOTING

STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS

The Board of Directors has adopted and recommends that the shareholders approve an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to implement a majority voting standard for the election of directors in uncontested elections. Appendix B attached to this Proxy Statement, shows the changes to the Articles of Incorporation if the Amendment is approved. If approved by the shareholders, the Amendment will be applicable to elections of directors occurring subsequent to the 2021 Annual Meeting of Shareholders.

The North Carolina Business Corporation Act (the “Act”) Section 55-7-28(a) provides that, unless otherwise specified in a corporation’s Articles of Incorporation or in a shareholders’ agreement valid under Section 55-7-31 of the Act, directors are elected by a plurality of the votes cast by the shareholders entitled to vote at a meeting at which a quorum is present. The Company’s Articles of Incorporation do not currently specify the voting standard required in director elections, but the Company’s Bylaws reflect that directors are elected by a plurality vote, as set forth in the Act. Under the plurality voting standard currently used by the Company, the director nominees who receive the greatest number of votes “for” election are elected.

In recent years, shareholders of public corporations have expressed concern that allowing plurality voting in uncontested elections of directors can result in directors being elected when there are more votes cast “against” their election than are cast “for” their election. As a result, shareholders have urged that companies amend their governing documents to provide that a majority vote standard be used in uncontested director elections, which are defined as elections when the number of director nominees does not exceed the number of directors to be elected. Use of a majority voting standard in uncontested elections would mean that a director nominee would be elected only if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election. Shareholders would also be entitled to abstain with respect to the election of a director, but abstentions would not affect the determination of whether the required majority vote is obtained.

After careful consideration of the issues described above, the Company’s Board of Directors has determined that it is in the best interests of the Company and its shareholders to provide for majority voting in uncontested director elections. The Board of Directors believes that the existing plurality vote standard should continue to apply in contested director elections, which are defined as elections when there are more director nominees than the number of directors to be elected. Using a majority vote standard in a contested election could result in the election of fewer nominees than the number of authorized board seats to be filled. Therefore, the proposed Amendment provides for majority voting in uncontested director elections and retains plurality voting in contested director elections. If the Amendment is approved by the shareholders, it will supersede conflicting provisions in the Company’s Bylaws. However, if the Amendment is approved by the Shareholders, the Board of Directors intends to amend the Company’s Bylaws to eliminate the inconsistency that will then exist between the Bylaws and the Amendment.

Pursuant to Section 55-8-05(a) of the Act and the Company’s Bylaws, an incumbent director who is not re-elected remains in office and becomes a “holdover director” until the director’s successor is elected and qualifies or until there is a decrease in the number of authorized directors on the Board. To address the possibility that the Company could have such a holdover director, if the Amendment is approved by the shareholders, the Board of Directors intends to adopt a Director Resignation Policy. The Director Resignation Policy provides that if any director nominee in an uncontested election receives more “against” votes than “for” votes, the director nominee is required to submit his or her resignation to the Board of Directors. The Governance Committee of the Board (excluding the nominee in question) or, under circumstances described in the Director Resignation Policy a special committee appointed by the Board of Directors, will then consider the resignation offer and make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation. The Board of Directors (excluding the nominee in question) must make a final determination as to whether to accept the director’s resignation. The Director Resignation Policy will continue in effect until amended or terminated by the Board of Directors.

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THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION.

PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Elliott Davis, our registered independent public accounting firm for the fiscal year ended December 31, 2020, has been appointed by the Audit Committee as our registered independent public accounting firm for the fiscal year ending December 31, 2021, and you are being asked to ratify this appointment. Fees charged by this firm are at rates and upon terms that are customarily charged by other registered independent public accounting firms. A representative of the firm will be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.

Audit Fees Paid to Independent AuditorsAudit Fees Paid to Independent Auditors

The following table represents the approximate fees for professional services rendered by Elliott Davis for the audit of our annual financial statements and review of our financial statements included in our Forms 10-Q for the fiscal years ended December 31, 2020 and 2019 and fees billed for audit-related services, tax services and all other services rendered, for each of such years.

| | Year Ended
December 31 — 2020 | 2019 |
| --- | --- | --- |
| Audit
Fees 1 | $ 182,383 | $ 202,445 |
| Audit-Related
Fees 2 | $ 12,500 | $ 12,660 |
| Tax
Fees 3 | $ 29,950 | $ 25,750 |
| All Other
Fees | -- | -- |

1 For the fiscal year ending December 31, 2020, includes amounts for the testing of management’s assertions regarding internal controls in accordance with the Federal Deposit Insurance Corporation Improvement Act. For the fiscal year ending December 31, 2019, audit fees include amounts for the integrated audit of the consolidated financial statements and internal control over financial reporting (Sarbanes-Oxley Section 404) and for the testing of management's assertions regarding internal controls in accordance with the Federal Deposit Insurance Corporation Improvement Act.

2 Represents amounts for the audit of the Company’s Profit Sharing and 401(k) Plan.

3 Represents amounts for assistance in the preparation of our various federal, state and local tax returns.

All audit related services, tax services and other services giving rise to the fees listed under “Audit-Related Fees”, “Tax Fees” and “All Other Fees” in the table above were pre-approved by the Audit Committee, which concluded that the provision of such services was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s Charter provides for pre-approval of all audit and non-audit services to be provided by our independent auditors. The Charter authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR RATIFICATION OF THE APPOINTMENT OF ELLIOTT DAVIS AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

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DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS

It is presently anticipated that the 2022 Annual Meeting of Shareholders of the Company will be held on May 5 2022. In order for shareholder proposals to be included in the Company’s proxy materials for that meeting, such proposals must be received by the Secretary of the Company at the Company’s principal executive office no later than November 25, 2021 and meet all other applicable requirements for inclusion in the Proxy Statement.

In the alternative, a shareholder may commence his or her own proxy solicitation and present a proposal from the floor at the 2022 Annual Meeting of Shareholders of the Company. In order to do so, the shareholder must notify the Secretary of the Company in writing, at the Company’s principal executive office no later than February 8, 2022, of his or her proposal. If the Secretary of the Company is not notified of the shareholder’s proposal by February 8, 2022, the Board of Directors may vote on the proposal pursuant to the discretionary authority granted by the proxies solicited by the Board of Directors for the 2022 Annual Meeting of Shareholders.

OTHER MATTERS

Management knows of no other matters to be presented for consideration at the Annual Meeting or any adjournments thereof. If any other matters shall properly come before the Annual Meeting, it is intended that the proxyholders named in the enclosed form of proxy will vote the shares represented thereby in accordance with their judgment, pursuant to the discretionary authority granted therein.

MISCELLANEOUS

The Annual Report of the Company for the year ended December 31, 2020, which includes financial statements audited and reported upon by the Company’s registered independent public accounting firm, is being mailed as Appendix A to this Proxy Statement; however, it is not intended that the Annual Report be deemed a part of this Proxy Statement or a solicitation of proxies.

THE FORM 10-K FILED BY THE COMPANY WITH THE SEC, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WILL BE PROVIDED FREE OF CHARGE UPON WRITTEN REQUEST DIRECTED TO: PEOPLES BANCORP OF NORTH CAROLINA, INC., POST OFFICE BOX 467, 518 WEST C STREET, NEWTON, NORTH CAROLINA 28658-0467, ATTENTION: JEFFREY HOOPER.

By Order of the Board of Directors, Lance A. Sellers President and Chief Executive Officer

Newton, North Carolina

March 24, 2021

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APPENDIX A

ANNUAL REPORT

PEOPLES BANCORP OF NORTH CAROLINA, INC.

[See Attached]

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PEOPLES BANCORP OF NORTH CAROLINA, INC.

General Description of Business

Peoples Bancorp of North Carolina, Inc. (“Bancorp”), was formed in 1999 to serve as the holding company for Peoples Bank (the “Bank”). Bancorp is a bank holding company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Bancorp’s principal source of income is dividends declared and paid by the Bank on its capital stock, if any. Bancorp has no operations and conducts no business of its own other than owning the Bank. Accordingly, the discussion of the business which follows concerns the business conducted by the Bank, unless otherwise indicated. Bancorp and its wholly owned subsidiary, the Bank, along with the Bank’s wholly owned subsidiaries are collectively called the “Company”, “we”, “our” or “us” in this Annual Report. Our principal executive offices are located at 518 West C Street, Newtown, North Carolina, 28658, and our telephone number is (828) 464-5620.

The Bank, founded in 1912, is a state-chartered commercial bank serving the citizens and business interests of the Catawba Valley and surrounding communities through 18 banking offices, as of December 31, 2020, located in Lincolnton, Newton, Denver, Catawba, Conover, Maiden, Claremont, Hiddenite, Hickory, Charlotte, Cornelius, Mooresville, Raleigh, and Cary North Carolina. The Bank also operates loan production offices in Charlotte and Denver North Carolina. The Company’s fiscal year ends December 31. At December 31, 2020, the Company had total assets of $1.4 billion, net loans of $938.7 million, deposits of $1.2 billion, total securities of $249.4 million, and shareholders’ equity of $139.9 million.

The Bank operates three banking offices focused on the Latino population that were formerly operated as a division of the Bank under the name Banco de la Gente (“Banco”). These offices are now branded as Bank branches and considered a separate market territory of the Bank as they offer normal and customary banking services as are offered in the Bank’s other branches such as the taking of deposits and the making of loans.

The Bank has a diversified loan portfolio, with no foreign loans and few agricultural loans. Real estate loans are predominately variable rate and fixed rate commercial property loans, which include residential development loans to commercial customers. Commercial loans are spread throughout a variety of industries with no one particular industry or group of related industries accounting for a significant portion of the commercial loan portfolio. The majority of the Bank’s deposit and loan customers are individuals and small to medium-sized businesses located in the Bank’s market area. The Bank’s loan portfolio also includes Individual Taxpayer Identification Number (ITIN) mortgage loans generated through the Bank’s Banco offices. Additional discussion of the Bank’s loan portfolio and sources of funds for loans can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages A-4 through A-25 of the Annual Report.

The operations of the Bank and depository institutions in general are significantly influenced by general economic conditions and by related monetary and fiscal policies of depository institution regulatory agencies, including the Federal Reserve, the Federal Deposit Insurance Corporation (the “FDIC”) and the North Carolina Commissioner of Banks (the “Commissioner”).

At December 31, 2020, the Company employed 290 full-time employees and 27 part-time employees, which equated to 307 full-time equivalent employees.

Subsidiaries

The Bank is a subsidiary of the Company. At December 31, 2020, the Bank had four subsidiaries, Peoples Investment Services, Inc., Real Estate Advisory Services, Inc., Community Bank Real Estate Solutions, LLC (“CBRES”) and PB Real Estate Holdings, LLC. Through a relationship with Raymond James Financial Services, Inc., Peoples Investment Services, Inc. provides the Bank’s customers access to investment counseling and non-deposit investment products such as stocks, bonds, mutual funds, tax deferred annuities, and related brokerage services. Real Estate Advisory Services, Inc. provides real estate appraisal and real estate brokerage services. CBRES serves as a “clearing-house” for appraisal services for community banks. Other banks are able to contract with CBRES to find and engage appropriate appraisal companies in the area where the property to be appraised is located. This type of service ensures that the appraisal process remains independent from the financing process within the Bank. PB Real Estate Holdings, LLC acquires, manages and disposes of real property, other collateral and other assets obtained in the ordinary course of collecting debts previously contracted. In 2019, the Company launched PB Insurance Agency, which is part of CBRES.

In June 2006, the Company formed a wholly owned Delaware statutory trust, PEBK Capital Trust II (“PEBK Trust II”), which issued $20.0 million of guaranteed preferred beneficial interests in the Company’s junior subordinated deferrable interest debentures. All of the common securities of PEBK Trust II are owned by the Company. The proceeds from the issuance of the common securities and the trust preferred securities were used by PEBK Trust II to purchase $20.6 million of

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junior subordinated debentures of the Company, which pay a floating rateequal to three-month LIBOR plus 163 basis points. The proceeds received by the Company from the sale of the junior subordinated debentures were used in December 2006 to repay the trust preferred securities issued in December 2001 by PEBK Capital Trust, awholly owned Delaware statutory trust of the Company, and for general purposes. The debentures represent the sole asset of PEBK Trust II. PEBK Trust II is not included in the consolidated financial statements. The Company redeemed $5.0 million of outstanding trust preferred securities in 2019.

The trust preferred securities issued by PEBK Trust II accrue and pay quarterly at a floating rate of three-month LIBOR plus 163 basis points. The Company has guaranteed distributions and other payments due on the trust preferred securities to the extent PEBK Trust II does not have funds with which to make the distributions and other payments. The net combined effect of the trust preferred securities transaction is that the Company is obligated to make the distributions and other payments required on the trust preferred securities.

These trust preferred securities are mandatorily redeemable upon maturity of the debentures on June 28, 2036, or upon earlier redemption as provided in the indenture. The Company has the right to redeem the debentures purchased by PEBK Trust II, in whole or in part, which became effective on June 28, 2011. As specified in the indenture, if the debentures are redeemed prior to maturity, the redemption price will be the principal amount plus any accrued but unpaid interest.

This report contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and on the information available to management at the time that these disclosures were prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, (1) competition in the markets served by the Bank, (2) changes in the interest rate environment, (3) general national, regional or local economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible impairment of collectibility of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environment and tax laws, (6) the impact of changes in monetary and fiscal policies, laws, rules and regulations and (7) other risks and factors identified in the Company’s other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements.

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SELECTED FINANCIAL DATA

Dollars in Thousands Except Per Share Amounts

	2020	2019	2018	2017	2016
Summary of Operations
Interest
income	$ 47,958	49,601	45,350	41,949	39,809
Interest
expense	3,836	3,757	2,146	2,377	3,271
Net
interest income	44,122	45,844	43,204	39,572	36,538
Provision
for (reduction of) loan losses	4,259	863	790	(507 )	(1,206 )
Net
interest income after provision
for
loan losses	39,863	44,981	42,414	40,079	37,744
Non-interest
income (1)	22,914	17,739	16,166	15,364	16,236
Non-interest
expense (1)	48,931	45,517	42,574	41,228	42,242
Earnings
before income taxes	13,846	17,203	16,006	14,215	11,738
Income
tax expense	2,489	3,136	2,624	3,947	2,561
Net
earnings	$ 11,357	14,067	13,382	10,268	9,177
Selected Year-End Balances
Assets	$ 1,414,855	1,154,882	1,093,251	1,092,166	1,087,991
Investment
securities available for sale	245,249	195,746	194,578	229,321	249,946
Net
loans	938,731	843,194	797,578	753,398	716,261
Mortgage
loans held for sale	9,139	4,417	680	857	5,709
Interest-earning
assets	1,326,489	1,058,937	1,007,078	996,509	999,201
Deposits	1,221,086	966,517	877,213	906,952	892,918
Interest-bearing
liabilities	805,771	668,353	657,110	679,922	698,120
Shareholders'
equity	$ 139,899	134,120	123,617	115,975	107,428
Shares
outstanding	5,787,504	5,912,300	5,995,256	5,995,256	5,417,800
Selected Average Balances
Assets	$ 1,365,642	1,143,338	1,094,707	1,098,992	1,076,604
Investment
securities available for sale	200,821	185,302	209,742	234,278	252,725
Loans	935,970	834,517	777,098	741,655	703,484
Interest-earning
assets	1,271,764	1,055,730	1,007,484	998,821	985,236
Deposits	1,115,019	932,647	903,120	895,129	856,313
Interest-bearing
liabilities	793,188	675,992	665,165	700,559	705,291
Shareholders'
equity	$ 141,287	134,670	123,797	116,883	113,196
Shares
outstanding (2)	5,808,121	5,941,873	5,995,256	5,988,183	6,024,970
Profitability Ratios
Return
on average total assets	0.83 %	1.23 %	1.22 %	0.93 %	0.85 %
Return
on average shareholders' equity	8.04 %	10.45 %	10.81 %	8.78 %	8.11 %
Dividend
payout ratio	38.67 %	28.00 %	23.41 %	25.67 %	22.95 %
Liquidity and Capital Ratios (averages)
Loan
to deposit	83.94 %	89.48 %	86.05 %	82.85 %	82.15 %
Shareholders'
equity to total assets	10.35 %	11.78 %	11.31 %	10.64 %	10.51 %
Per share of Common Stock (2)
Basic
net earnings	$ 1.95	2.37	2.23	1.71	1.53
Diluted
net earnings	$ 1.95	2.36	2.22	1.69	1.50
Cash
dividends	$ 0.75	0.66	0.52	0.44	0.35
Book
value	$ 24.17	22.68	20.62	19.34	18.03

(1) Appraisal management fee income and expense from the Bank’s subsidiary, CBRES, was reported as a net amount prior to March 31, 2018, which was included in miscellaneous non-interest income. This income and expense is now reported on separate line items under non-interest income and non-interest expense. Prior periods have been restated to reflect this change.

(2) Average shares outstanding and per share computations have been restated to reflect a 10% stock dividend paid during the fourth quarter of 2017.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following is a discussion of our financial position and results of operations and should be read in conjunction with the information set forth under Item 1A Risk Factors in the Company’s annual report on Form 10-K and the Company’s consolidated financial statements and notes thereto on pages A-26 through A-71.

Introduction

Management’s discussion and analysis of earnings and related data are presented to assist in understanding the consolidated financial condition and results of operations of Peoples Bancorp of North Carolina, Inc. (“Bancorp”), for the years ended December 31, 2020, 2019 and 2018. Bancorp is a registered bank holding company operating under the supervision of the Federal Reserve Board (the “FRB”) and the parent company of Peoples Bank (the “Bank”). The Bank is a North Carolina-chartered bank, with offices in Catawba, Lincoln, Alexander, Mecklenburg, Iredell and Wake counties, operating under the banking laws of North Carolina and the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”).

Overview

Our business consists principally of attracting deposits from the general public and investing these funds in commercial loans, real estate mortgage loans, real estate construction loans and consumer loans. Our profitability depends primarily on our net interest income, which is the difference between the income we receive on our loan and investment securities portfolios and our cost of funds, which consists of interest paid on deposits and borrowed funds. Net interest income also is affected by the relative amounts of our interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, a positive interest rate spread will generate net interest income. Our profitability is also affected by the level of other income and operating expenses. Other income consists primarily of miscellaneous fees related to our loans and deposits, mortgage banking income and commissions from sales of annuities and mutual funds. Operating expenses consist of compensation and benefits, occupancy related expenses, federal deposit and other insurance premiums, data processing, advertising and other expenses.

Our operations are influenced significantly by local economic conditions and by policies of financial institution regulatory authorities. The earnings on our assets are influenced by the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), inflation, interest rates, market and monetary fluctuations. Lending activities are affected by the demand for commercial and other types of loans, which in turn is affected by the interest rates at which such financing may be offered. Our cost of funds is influenced by interest rates on competing investments and by rates offered on similar investments by competing financial institutions in our market area, as well as general market interest rates. These factors can cause fluctuations in our net interest income and other income. In addition, local economic conditions can impact the credit risk of our loan portfolio, in that (1) local employers may be required to eliminate employment positions of individual borrowers, and (2) small businesses and commercial borrowers may experience a downturn in their operating performance and become unable to make timely payments on their loans. Management evaluates these factors in estimating the allowance for loan losses and changes in these economic factors could result in increases or decreases to the provision for loan losses.

COVID-19 has adversely affected, and may continue to adversely affect economic activity globally, nationally and locally. Following the COVID-19 outbreak in December 2019 and January 2020, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the first time. Such events also may adversely affect business and consumer confidence, generally, and the Company and its customers, and their respective suppliers, vendors and processors may be adversely affected. On March 3, 2020, the Federal Reserve Federal Open Market Committee (“FOMC”) reduced the target federal funds rate by 50 basis points to a range of 1.00% to 1.25%. Subsequently on March 16, 2020, the FOMC further reduced the target federal funds rate by an additional 100 basis points to a range of 0.00% to 0.25%. These reductions in interest rates and other effects of the COVID-19 pandemic may adversely affect the Company’s financial condition and results of operations. Prior to the occurrence of the COVID-19 pandemic, economic conditions, while not as robust as the economic conditions during the period from 2004 to 2007, had stabilized such that businesses in our market area were growing and investing again. The uncertainty expressed in the local, national and international markets through the primary economic indicators of activity were previously sufficiently stable to allow for reasonable economic growth in our markets. See COVID-19 Impact below for additional information regarding the impact of the COVID-19 pandemic on the Company’s business.

Although we are unable to control the external factors that influence our business, by maintaining high levels

A-4

of balance sheet liquidity, managing our interest rate exposures and by actively monitoring asset quality, we seek to minimize the potentially adverse risks of unforeseen and unfavorable economic trends.

Our business emphasis has been and continues to be to operate as a well-capitalized, profitable and independent community-oriented financial institution dedicated to providing quality customer service. We are committed to meeting the financial needs of the communities in which we operate. We expect growth to be achieved in our local markets and through expansion opportunities in contiguous or nearby markets. While we would be willing to consider growth by acquisition in certain circumstances, we do not consider the acquisition of another company to be necessary for our continued ability to provide a reasonable return to our shareholders. We believe that we can be more effective in serving our customers than many of our non-local competitors because of our ability to quickly and effectively provide senior management responses to customer needs and inquiries. Our ability to provide these services is enhanced by the stability and experience of our Bank officers and managers.

The Company does not have specific plans for additional offices in 2021 but will continue to look for growth opportunities in nearby markets and may expand if considered a worthwhile opportunity.

COVID 19 Impact

Overview. The COVID-19 pandemic has caused and continues to cause significant, unprecedented disruption that affects daily living and negatively impacts the global economy, the banking industry and the Company. While we are unable to estimate the magnitude, we expect the COVID-19 pandemic and related global economic crisis will adversely affect our future operating results. As such, the impact of the COVID-19 pandemic on future fiscal periods is subject to a high degree of uncertainty.

Effects on Our Market Areas. Our commercial and consumer banking products and services are offered primarily in North Carolina where individual and governmental responses to the COVID-19 pandemic led to a broad curtailment of economic activity beginning in March 2020. In North Carolina, schools closed for the remainder of the 2019-2020 academic year, businesses were ordered to temporarily close or reduce their business operations to accommodate social distancing and shelter in place requirements, non-critical healthcare services were significantly curtailed and unemployment levels rose. Since the initial shut down in March 2020, phased reopening plans began in mid-May subject to public health reopening guidelines and limitations on capacity and limitations continue to remain in place.

Policy and Regulatory Developments . Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:

●

The Federal Reserve decreased the range for the federal funds target rate by 0.5 percent on March 3, 2020, and by another 1.0 percent on March 16, 2020, reaching a current range of 0.0 - 0.25 percent.

●

On March 27, 2020, President Trump signed the CARES Act, which established a $2 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the Small Business Administration (“SBA”), referred to as the Paycheck Protection Program (“PPP”). Under the PPP, small businesses, sole proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. After the initial $349 billion in funds for the PPP was exhausted, an additional $310 billion in funding for PPP loans was authorized. The Bank is participating as a lender in the PPP. In addition, the CARES Act provides financial institutions the option to temporarily suspend certain requirements under GAAP related to troubled debt restructured (“TDR”) loans for a limited period of time to account for the effects of COVID-19. See Note 3 of the financial statements for additional disclosure of loan modifications as of December 31, 2020.

●

On April 7, 2020, federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as TDRs and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as TDRs. See Note 3 of the financial statements for additional disclosure of loan modifications as of December 31, 2020.

●

On April 9, 2020, the Federal Reserve announced additional measures aimed at supporting small and mid-sized businesses, as well as state and local governments impacted by COVID-19. The Federal Reserve announced the Main Street Business Lending Program, which established two new loan facilities intended

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to facilitate lending to small and mid-sized businesses: (1) the Main Street New Loan Facility, or MSNLF, and (2) the Main Street Expanded Loan Facility, or MSELF. MSNLF loans are unsecured term loans originated on or after April 8, 2020, while MSELF loans are provided as upsized tranches of existing loans originated before April 8, 2020. The combined size of the program will be up to $600 billion. The program is designed for businesses with up to 10,000 employees or $2.5 billion in 2019 revenues. To obtain a loan, borrowers must confirm that they are seeking financial support because of COVID-19 and that they will not use proceeds from the loan to pay off debt. The Federal Reserve also stated that it would provide additional funding to banks offering PPP loans to struggling small businesses. Lenders participating in the PPP will be able to exclude loans financed by the facility from their leverage ratio. In addition, the Federal Reserve created a Municipal Liquidity Facility to support state and local governments with up to $500 billion in lending, with the Treasury Department backing $35 billion for the facility using funds appropriated by the CARES Act. The facility will make short-term financing available to cities with a population of more than one million or counties with a population of greater than two million. The Federal Reserve expanded both the size and scope of its Primary and Secondary Market Corporate Credit Facilities to support up to $750 billion in credit to corporate debt issuers. This will allow companies that were investment grade before the onset of COVID-19 but then subsequently downgraded after March 22, 2020 to gain access to the facility. Finally, the Federal Reserve announced that its Term Asset-Backed Securities Loan Facility will be scaled up in scope to include the triple A-rated tranche of commercial mortgage-backed securities and newly issued collateralized loan obligations. The size of the facility is $100 billion. The Bank did not participate in the MSELF or MSNLF.

●

On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (the “Economic Aid Act”) became law. The Economic Aid Act reopens and expands the PPP loan program through March 31, 2021. The changes to the PPP program allow new borrowers to apply for a loan under the original PPP loan program and the creation of an additional PPP loan for eligible borrowers. The Economic Aid Act also revises certain PPP requirements, including aspects of loan forgiveness on existing PPP loans.

●

In addition to the policy responses described above, the federal bank regulatory agencies, along with their state counterparts, have issued a stream of guidance in response to the COVID-19 pandemic and have taken a number of unprecedented steps to help banks navigate the pandemic and mitigate its impact. These include, without limitation: requiring banks to focus on business continuity and pandemic planning; adding pandemic scenarios to stress testing; encouraging bank use of capital buffers and reserves in lending programs; permitting certain regulatory reporting extensions; reducing margin requirements on swaps; permitting certain otherwise prohibited investments in investment funds; issuing guidance to encourage banks to work with customers affected by the pandemic and encourage loan workouts; and providing credit under the Community Reinvestment Act (“CRA”) for certain pandemic related loans, investments and public service. Moreover, because of the need for social distancing measures, the agencies revamped the manner in which they conducted periodic examinations of their regular institutions, including making greater use of off-site reviews. The Federal Reserve also issued guidance encouraging banking institutions to utilize its discount window for loans and intraday credit extended by its Reserve Banks to help households and businesses impacted by the pandemic and announced numerous funding facilities. The FDIC has also acted to mitigate the deposit insurance assessment effects of participating in the PPP and the Federal Reserve's PPP Liquidity Facility and Money Market Mutual Fund Liquidity Facility.

Effects on Our Business. The COVID-19 pandemic and the specific developments referred to above have had and will continue to have a significant impact on our business. In particular, we anticipate that a significant portion of the Bank’s borrowers in the hotel, restaurant and retail industries will continue to endure significant economic distress, which has caused, and may continue to cause, them to draw on their existing lines of credit and adversely affect their ability to repay existing indebtedness, and is expected to adversely impact the value of collateral. These developments, together with economic conditions generally, are also expected to impact our commercial real estate portfolio, particularly with respect to real estate with exposure to these industries, and the value of certain collateral securing our loans. As a result, we anticipate that our financial condition, capital levels and results of operations could be adversely affected, as described in further detail below.

Our Response . We have taken numerous steps in response to the COVID-19 pandemic, including the following:

●

On March 13, 2020 we enacted our Pandemic Plan. We used available physical resources to achieve appropriate social distancing protocols in all facilities; in addition, we established mandatory remote work to isolate certain personnel essential to critical business continuity operations. We also expanded and tested remote access for the core banking system, funds transfer and loan operations.

●

We are actively working with loan customers to evaluate prudent loan modification terms.

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●

We continue to promote our digital banking options through our website. Customers are encouraged to utilize online and mobile banking tools, and our customer service and retail departments are fully staffed and available to assist customers remotely.

●

We are a participating lender in the PPP. We believe it is our responsibility as a community bank to assist the SBA in the distribution of funds authorized under the CARES Act to our customers and communities.

●

On March 19, 2020, we restricted branch customer activity to drive-up and appointment only services. Branch lobbies were reopened on May 20, 2020. One small branch located in an assisted living facility was permanently closed effective December 31, 2020 due to limited lobby space and COVID-19 restrictions. All business functions continue to be operational. We continue to pay all employees according to their normal work schedule, even if their work has been reduced. No employees have been furloughed. Employees whose job responsibilities can be effectively carried out remotely are working from home. Employees whose critical duties require their continued presence on-site are observing social distancing and cleaning protocols.

Summary of Significant and Critical Accounting Policies

The consolidated financial statements include the financial statements of Bancorp and its wholly owned subsidiary, the Bank, along with the Bank’s wholly owned subsidiaries, Peoples Investment Services, Inc., Real Estate Advisory Services, Inc. (“REAS”), Community Bank Real Estate Solutions, LLC (“CBRES”) and PB Real Estate Holdings, LLC (collectively called the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. Many of the Company’s accounting policies require significant judgment regarding valuation of assets and liabilities and/or significant interpretation of specific accounting guidance. The following is a summary of some of the more subjective and complex accounting policies of the Company. A more complete description of the Company’s significant accounting policies can be found in Note 1 of the Notes to Consolidated Financial Statements in the Company’s 2020 Annual Report to Shareholders which is Appendix A to the Proxy Statement for the May 6, 2021 Annual Meeting of Shareholders.

The allowance for loan losses reflects management’s assessment and estimate of the risks associated with extending credit and its evaluation of the quality of the loan portfolio. The Bank periodically analyzes the loan portfolio in an effort to review asset quality and to establish an allowance for loan losses that management believes will be adequate in light of anticipated risks and loan losses.

Many of the Company’s assets and liabilities are recorded using various techniques that require significant judgment as to recoverability. The collectability of loans is reflected through the Company’s estimate of the allowance for loan losses. The Company performs periodic and systematic detailed reviews of its lending portfolio to assess overall collectability. In addition, certain assets and liabilities are reflected at their estimated fair value in the consolidated financial statements. Such amounts are based on either quoted market prices or estimated values derived from dealer quotes used by the Company, market comparisons or internally generated modeling techniques. The Company’s internal models generally involve present value of cash flow techniques. The various techniques are discussed in greater detail elsewhere in this management’s discussion and analysis and the Notes to Consolidated Financial Statements.

There are other complex accounting standards that require the Company to employ significant judgment in interpreting and applying certain of the principles prescribed by those standards. These judgments include, but are not limited to, the determination of whether a financial instrument or other contract meets the definition of a derivative in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

The disclosure requirements for derivatives and hedging activities are intended to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The disclosure requirements include qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of, and gains and losses, on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

The Company has an overall interest rate risk management strategy that has, in prior years, incorporated the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. When using derivative instruments, the Company is exposed to credit and market risk. If the

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counterparty fails to perform, credit risk is equal to the extent of the fair-value gain in the derivative. The Company minimized the credit risk in derivative instruments by entering into transactions with high-quality counterparties that were reviewed periodically by the Company. The Company did not have any interest rate derivatives outstanding as of December 31, 2020 or 2019.

Management of the Company has made a number of estimates and assumptions relating to reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the accompanying consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.

Results of Operations

Summary. The Company reported earnings of $11.4 million or $1.95 basic and diluted net earnings per share for the year ended December 31, 2020, as compared to $14.1 million or $2.37 basic net earnings per share and $2.36 diluted net earnings per share for the same period one year ago. The decrease in year-to-date net earnings is primarily attributable to a decrease in net interest income, an increase in the provision for loan losses and an increase in non-interest expense, which were partially offset by an increase in non-interest income, as discussed below.

The Company reported earnings of $14.1 million or $2.37 basic net earnings per share and $2.36 diluted net earnings per share for the year ended December 31, 2019, as compared to $13.4 million or $2.23 basic net earnings per share and $2.22 diluted net earnings per share for the same period one year ago. The increase in year-to-date net earnings is primarily attributable to an increase in net interest income and an increase in non-interest income, which were partially offset by an increase in the provision for loan losses and an increase in non-interest expense.

The return on average assets in 2020 was 0.83%, as compared to 1.23% in 2019 and 1.22% in 2018. The return on average shareholders’ equity was 8.04% in 2020, as compared to 10.45% in 2019 and 10.81% in 2018.

Net Interest Income. Net interest income, the major component of the Company’s net income, is the amount by which interest and fees generated by interest-earning assets exceed the total cost of funds used to carry them. Net interest income is affected by changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as changes in the yields earned and rates paid. Net interest margin is calculated by dividing tax-equivalent net interest income by average interest-earning assets, and represents the Company’s net yield on its interest-earning assets.

Net interest income for 2020 was $44.1 million, as compared to $45.8 million in 2019. The decrease in net interest income was primarily due to a $1.6 million decrease in interest income and a $79,000 increase in interest expense. The decrease in interest income was primarily due to a $987,000 decrease in interest income on loans resulting from the 1.50% reduction in the Prime Rate in March 2020. The increase in interest expense was primarily due to an increase in average outstanding balances of interest-bearing liabilities, which was partially offset by a decrease in rates paid on interest-bearing liabilities. Net interest income increased to $45.8 million in 2019 from $43.2 million in 2018.

Table 1 sets forth for each category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding, the interest incurred on such amounts and the average rate earned or incurred for the years ended December 31, 2020, 2019 and 2018. The table also sets forth the average rate earned on total interest-earning assets, the average rate paid on total interest-bearing liabilities, and the net yield on total average interest-earning assets for the same periods. Yield information does not give effect to changes in fair value that are reflected as a component of shareholders’ equity. Yields and interest income on tax-exempt investments have been adjusted to a tax equivalent basis using an effective tax rate of 22.98% for securities that are both federal and state tax exempt and an effective tax rate of 20.48% for federal tax-exempt securities. Non-accrual loans and the interest income that was recorded on non-accrual loans, if any, are included in the yield calculations for loans in all periods reported. The Company believes the presentation of net interest income on a tax-equivalent basis provides comparability of net interest income from both taxable and tax-exempt sources and facilitates comparability within the industry. Although the Company believes these non-GAAP financial measures enhance investors’ understanding of its business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented below.

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Table 1- Average Balance Table

| (Dollars
in thousands) | December
31, 2020 — Average
Balance | Interest | Yield
/ Rate | December
31, 2019 — Average
Balance | Interest | Yield
/ Rate | December
31, 2018 — Average
Balance | Interest | Yield
/ Rate |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Interest-earning
assets: | | | | | | | | | |
| Loans | $ 935,970 | 42,314 | 4.52 % | 834,517 | 43,301 | 5.19 % | 777,098 | 38,654 | 4.97 % |
| Investments -
taxable | 132,468 | 2,299 | 1.74 % | 77,945 | 2,254 | 2.89 % | 71,093 | 1,936 | 2.72 % |
| Investments -
nontaxable* | 75,609 | 3,634 | 4.81 % | 113,117 | 4,293 | 3.80 % | 142,832 | 5,508 | 3.86 % |
| Federal funds
sold | 91,166 | 204 | 0.22 % | 19,078 | 331 | 1.73 % | - | - | 0.00 % |
| Other | 36,551 | 127 | 0.35 % | 11,073 | 213 | 1.92 % | 16,461 | 304 | 1.85 % |
| Total
interest-earning assets | 1,271,764 | 48,578 | 3.82 % | 1,055,730 | 50,392 | 4.77 % | 1,007,484 | 46,402 | 4.61 % |
| Cash and due from
banks | 34,569 | | | 36,227 | | | 41,840 | | |
| Other
assets | 67,742 | | | 57,880 | | | 51,704 | | |
| Allowance for loan
losses | (8,433 ) | | | (6,499 ) | | | (6,321 ) | | |
| Total
assets | $ 1,365,642 | | | 1,143,338 | | | 1,094,707 | | |
| Interest-bearing
liabilities: | | | | | | | | | |
| NOW, MMDA &
savings deposits | $ 584,177 | 1,962 | 0.34 % | 495,509 | 1,596 | 0.32 % | 484,180 | 769 | 0.16 % |
| Time
deposits | 103,694 | 947 | 0.91 % | 105,458 | 909 | 0.86 % | 112,398 | 472 | 0.42 % |
| FHLB
borrowings | 60,820 | 357 | 0.59 % | 19,625 | 205 | 1.04 % | - | - | 0.00 % |
| Trust preferred
securities | 15,478 | 370 | 2.39 % | 20,619 | 844 | 4.09 % | 20,619 | 790 | 3.83 % |
| Other | 29,019 | 200 | 0.69 % | 34,781 | 203 | 0.58 % | 47,968 | 115 | 0.24 % |
| Total
interest-bearing liabilities | 793,188 | 3,836 | 0.48 % | 675,992 | 3,757 | 0.56 % | 665,165 | 2,146 | 0.32 % |
| Demand
deposits | 427,148 | | | 331,680 | | | 306,544 | | |
| Other
liabilities | 4,019 | | | 996 | | | (799 ) | | |
| Shareholders'
equity | 141,287 | | | 134,670 | | | 123,797 | | |
| Total
liabilities and shareholder's equity | $ 1,365,642 | | | 1,143,338 | | | 1,094,707 | | |
| Net
interest spread | | $ 44,742 | 3.34 % | | $ 46,635 | 4.21 % | | $ 44,256 | 4.29 % |
| Net
yield on interest-earning assets | | | 3.52 % | | | 4.42 % | | | 4.39 % |
| Taxable
equivalent adjustment | | | | | | | | | |
| Investment
securities | | $ 620 | | | $ 791 | | | $ 1,052 | |
| Net
interest income | | $ 44,122 | | | $ 45,844 | | | $ 43,204 | |

*Includes U.S. Government agency securities that are non-taxable for state income tax purposes of $19.2 million in 2020, $32.0 million in 2019 and $38.0 million in 2018. A tax rate of 2.50% was used to calculate the tax equivalent yields on these securities in 2020, 2019 and 2018.

Changes in interest income and interest expense can result from variances in both volume and rates. Table 2 describes the impact on the Company’s tax equivalent net interest income resulting from changes in average balances and average rates for the periods indicated. The changes in net interest income due to both volume and rate changes have been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the changes in each.

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Table 2 - Rate/Volume Variance Analysis-Tax Equivalent Basis

| (Dollars
in thousands) | December
31, 2020 — Changes
in average volume | Changes
in average rates | Total
Increase (Decrease) | December
31, 2019 — Changes
in average volume | Changes
in average rates | Total
Increase (Decrease) |
| --- | --- | --- | --- | --- | --- | --- |
| Interest income: | | | | | | |
| Loans:
Net of unearned income | $ 4,925 | (5,912 ) | (987 ) | $ 2,918 | 1,729 | 4,647 |
| Investments
- taxable | 1,261 | (1,216 ) | 45 | 192 | 126 | 318 |
| Investments
- nontaxable | (1,613 ) | 954 | (659 ) | (1,137 ) | (78 ) | (1,215 ) |
| Federal
funds sold | 706 | (833 ) | (127 ) | 166 | 165 | 331 |
| Other | 290 | (376 ) | (86 ) | (102 ) | 12 | (90 ) |
| Total interest income | 5,569 | (7,383 ) | (1,814 ) | 2,037 | 1,954 | 3,991 |
| Interest expense: | | | | | | |
| NOW,
MMDA & savings deposits | 292 | 74 | 366 | 27 | 800 | 827 |
| Time
deposits | (16 ) | 54 | 38 | (44 ) | 481 | 437 |
| FHLB
borrowings | 336 | (184 ) | 152 | 103 | 102 | 205 |
| Trust
preferred securities | (167 ) | (307 ) | (474 ) | - | 54 | 54 |
| Other | (37 ) | 34 | (3 ) | (54 ) | 142 | 88 |
| Total interest expense | 408 | (329 ) | 79 | 32 | 1,579 | 1,611 |
| Net interest income | $ 5,161 | (7,054 ) | (1,893 ) | $ 2,005 | 375 | 2,380 |

Net interest income on a tax equivalent basis totaled $44.7 million in 2020, as compared to $46.6 million in 2019. The net interest rate spread, which represents the rate earned on interest-earning assets less the rate paid on interest-bearing liabilities, was 3.34% in 2020, as compared to a net interest rate spread of 4.21% in 2019. The net yield on interest-earning assets was 3.52% in 2020 and 4.42% in 2019.

Tax equivalent interest income decreased $1.8 million in 2020 primarily due to a decrease in rates on interest earning assets. The yield on interest-earning assets was 3.82% in 2020, as compared to 4.77% in 2019.

Interest expense increased $79,000 in 2020, as compared to 2019. The increase in interest expense was primarily due to an increase in average outstanding balances of interest-bearing liabilities, which was partially offset by a decrease in rates paid on interest-bearing liabilities. Average interest-bearing liabilities increased by $117.2 million to $793.2 million in 2020, as compared to $676.0 million in 2019. The cost of funds decreased to 0.48% in 2020 from 0.56% in 2019.

In 2019, net interest income on a tax equivalent basis was $46.6 million, as compared to $44.3 million in 2018. The net interest spread was 4.21% in 2019, as compared to 4.29% in 2018. The net yield on interest-earning assets was 4.42% in 2019, as compared to 4.39% in 2018.

Provision for Loan Losses. Provisions for loan losses are charged to income in order to bring the total allowance for loan losses to a level deemed appropriate by management of the Company based on factors such as management’s judgment as to losses within the Bank’s loan portfolio, including the valuation of impaired loans, loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies and management’s assessment of the quality of the loan portfolio and general economic climate.

The provision for loan losses for the year ended December 31, 2020 was $4.3 million, compared to $863,000 for the year ended December 31, 2019. The increase in the provision for loan losses is primarily attributable to increases in the qualitative factors applied in the Company’s Allowance for Loan and Lease Losses (“ALLL”) model due to the impact to the economy from the COVID-19 pandemic and reserves on loans with payment modifications made in 2020 as a result of the COVID-19 pandemic. At December 31, 2020, the balance of loans with existing modifications as a result of COVID-19 was $18.3 million: the balance of loans under the terms of a first modification was $12.6 million, and the balance of outstanding loans under the terms of a second modification was $5.7 million. The Company continues to track all loans that are currently modified or have been modified under COVID-19. At December 31, 2020, the balance for all loans that are currently modified or were modified during 2020 but have returned to their original terms was $119.6 million. These loan balances associated with COVID-19 related modifications have been grouped into their own pool within the ALLL model as they have a higher likelihood of risk,

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and a higher reserve rate has been applied to that pool. Of all loans modified as a result of COVID-19, $101.3 million of these loans have returned to their original terms; however, the effects of stimulus in the current environment are still unknown, and additional losses may be currently present in loans that are currently modified and that were once modified.

Table 3 presents a summary of net charge off activity for the years ended December 31, 2020, 2019, 2018, 2017 and 2016.

Table 3 - Net Charge-off Analysis

| | Net
charge-offs/(recoveries) | | | | | Net
charge-offs/(recoveries) as a percent of average loans
outstanding | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Years
ended December 31, | | | | | Years
ended December 31, | | | | |
| (Dollars
in thousands) | 2020 | 2019 | 2018 | 2017 | 2016 | 2020 | 2019 | 2018 | 2017 | 2016 |
| Real estate
loans | | | | | | | | | | |
| Construction and land
development | $ (31 ) | (24 ) | 43 | (14 ) | (3 ) | -0.03 % | -0.03 % | 0.05 % | -0.02 % | -0.01 % |
| Single-family
residential | (5 ) | (24 ) | 10 | 164 | 220 | 0.00 % | -0.01 % | 0.00 % | 0.07 % | 0.09 % |
| Single-family
residential - | | | | | | | | | | |
| Banco de la Gente
non-traditional | - | - | - | - | - | 0.00 % | 0.00 % | 0.00 % | 0.00 % | 0.00 % |
| Commercial | (63 ) | (48 ) | 348 | (21 ) | 299 | -0.02 % | -0.02 % | 0.13 % | -0.01 % | 0.12 % |
| Multifamily and
farmland | - | - | 4 | 66 | - | 0.00 % | 0.00 % | 0.01 % | 0.23 % | 0.00 % |
| Total real estate
loans | (99 ) | (96 ) | 405 | 195 | 516 | -0.01 % | -0.01 % | 0.06 % | 0.03 % | 0.09 % |
| Loans not secured by
real estate | | | | | | | | | | |
| Commercial
loans | 869 | 306 | 22 | 163 | (25 ) | 0.54 % | 0.31 % | 0.02 % | 0.19 % | -0.03 % |
| Farm
loans | - | - | - | - | - | 0.00 % | 0.00 % | 0.00 % | 0.00 % | 0.00 % |
| Consumer loans
(1) | 254 | 418 | 284 | 319 | 342 | 3.57 % | 4.95 % | 3.11 % | 3.10 % | 3.38 % |
| All other
loans | 7 | - | - | - | - | 0.20 % | 0.00 % | 0.00 % | 0.00 % | 0.00 % |
| Total
loans | $ 1,031 | 628 | 711 | 677 | 833 | 0.11 % | 0.07 % | 0.09 % | 0.09 % | 0.12 % |
| Provision for
(reduction of) loan losses | | | | | | | | | | |
| for the
period | $ 4,259 | 863 | 790 | (507 ) | (1,206 ) | | | | | |
| Allowance for loan
losses at end of period | $ 9,908 | 6,680 | 6,445 | 6,366 | 7,550 | | | | | |
| Total loans at end of
period | $ 948,639 | 849,874 | 804,023 | 759,764 | 723,811 | | | | | |
| Non-accrual loans at
end of period | $ 3,758 | 3,553 | 3,314 | 3,711 | 3,825 | | | | | |
| Allowance for loan
losses as a percent of | | | | | | | | | | |
| total loans outstanding
at end of period | 1.04 % | 0.79 % | 0.80 % | 0.84 % | 1.04 % | | | | | |
| Non-accrual loans as a
percent of | | | | | | | | | | |
| total loans outstanding
at end of period | 0.40 % | 0.42 % | 0.41 % | 0.49 % | 0.53 % | | | | | |

(1) The loss ratio for consumer loans is elevated because overdraft charge-offs related to DDA and NOW accounts are reported in consumer loan charge-offs and recoveries. The net overdraft charge-offs are not considered material and are therefore not shown separately.

Please see the section below entitled “Allowance for Loan Losses” for a more complete discussion of the Bank’s policy for addressing potential loan losses.

Non-Interest Income. Non-interest income was $22.9 million for the year ended December 31, 2020, compared to $17.7 million for the year ended December 31, 2019. The increase in non-interest income is primarily attributable to a $2.4 million increase in gains on sale of securities, a $2.3 million increase in appraisal management fee income due to an increase in the volume of appraisals and a $1.2 million increase in mortgage banking income due to increased mortgage loan volume, which were partially offset by a $1.0 million decrease in service charges and fees primarily due to service charge and fee concessions associated with the COVID-19 pandemic.

Non-interest income was $17.7 million for the year ended December 31, 2019, as compared to $16.2 million for the year ended December 31, 2018. The increase in non-interest income is primarily attributable to a $1.3 million increase in appraisal management fee income due to an increase in the volume of appraisals and a $413,000 increase in mortgage banking income due to an increase in mortgage loan volume.

The Company periodically evaluates its investments for any impairment which would be deemed other-than-temporary. No investment impairments were deemed other-than-temporary in 2020, 2019 or 2018.

Table 4 presents a summary of non-interest income for the years ended December 31, 2020, 2019 and 2018.

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Table 4 - Non-Interest Income

(Dollars in thousands)	2020	2019	2018
Service
charges	$ 3,528	4,576	4,355
Other
service charges and fees	742	714	705
Gain
on sale of securities	2,639	226	15
Mortgage
banking income	2,469	1,264	851
Insurance
and brokerage commissions	897	877	824
Gain/(loss)
on sale and write-down of other real estate	(47 )	(11 )	17
Visa
debit card income	4,237	4,145	3,911
Appraisal
management fee income	6,754	4,484	3,206
Miscellaneous	1,695	1,464	2,282
Total non-interest income	$ 22,914	17,739	16,166

Non-Interest Expense. Non-interest expense was $48.9 million for the year ended December 31, 2020, compared to $45.5 million for the year ended December 31, 2019. The increase in non-interest expense was primarily attributable to a $1.9 million increase in appraisal management fee expense due to an increase in the volume of appraisals and a $570,000 increase in other non-interest expense. The increase in other non-interest expense is primarily due to a $1.1 million FHLB borrowings prepayment penalty in December 2020.

Non-interest expense was $45.5 million for the year ended December 31, 2019, as compared to $42.6 million for the year ended December 31, 2018. The increase in non-interest expense was primarily due to a $1.7 million increase in salaries and benefits expense and a $961,000 increase in appraisal management fee expense. The increase in salaries and benefits expense was primarily attributable to an increase in salary expense primarily due to annual salary increases, an increase in incentive compensation expense, an increase in insurance costs and an increase in commission expense primarily due to an increase in mortgage loan production. The increase in appraisal management fee expense was primarily due to an increase in the volume of appraisals.

Table 5 presents a summary of non-interest expense for the years ended December 31, 2020, 2019 and 2018.

Table 5 - Non-Interest Expense

(Dollars in thousands)	2020	2019	2018
Salaries
and employee benefits	$ 23,538	23,238	21,530
Occupancy
expense	7,933	7,364	7,170
Office
supplies	528	467	503
FDIC
deposit insurance	263	119	328
Visa
debit card expense	1,012	890	994
Professional
services	502	517	513
Postage	190	294	249
Telephone	794	802	678
Director
fees and expense	360	394	312
Advertising	787	1,021	922
Consulting
fees	1,078	972	1,012
Taxes
and licenses	295	287	288
Foreclosure/OREO
expense	20	28	58
Internet
banking expense	729	681	603
FHLB
advance prepayment penalty	1,100	-	-
Appraisal
management fee expense	5,274	3,421	2,460
Other
operating expense	4,528	5,022	4,954
Total non-interest expense	$ 48,931	45,517	42,574

Income Taxes. The Company reported income tax expense of $2.5 million, $3.1 million and $2.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company’s effective tax rates were 17.98%, 18.23% and 16.39% in 2020, 2019 and 2018, respectively.

Liquidity. The objectives of the Company’s liquidity policy are to provide for the availability of adequate funds to meet the needs of loan demand, deposit withdrawals, maturing liabilities and to satisfy regulatory requirements. Both deposit and loan customer cash needs can fluctuate significantly depending upon business cycles,

A-12

economic conditions and yields and returns available from alternative investment opportunities. In addition, the Company’s liquidity is affected by off-balance sheet commitments to lend in the form of unfunded commitments to extend credit and standby letters of credit. As of December 31, 2020, such unfunded commitments to extend credit were $299.0 million, while commitments in the form of standby letters of credit totaled $4.7 million.

The Company uses several funding sources to meet its liquidity requirements. The primary funding source is core deposits, which includes demand deposits, savings accounts and non-brokered certificates of deposits of denominations less than $250,000. The Company considers these to be a stable portion of the Company’s liability mix and the result of on-going consumer and commercial banking relationships. As of December 31, 2020, the Company’s core deposits totaled $1.2 billion, or 98% of total deposits.

The Bank’s five largest deposit relationships, including securities sold under agreements to repurchase, amounted to $122.0 million and $121.9 million at December 31, 2020 and 2019, respectively. These balances represent 9.78% of total deposits and securities sold under agreements to repurchase combined at December 31, 2020, as compared to 12.30% of total deposits and securities sold under agreements to repurchase combined at December 31, 2019. Total deposits for the five largest relationships referenced above amounted to $108.9 million, or 8.92% of total deposits at December 31, 2020, as compared to $107.7 million, or 11.14% of total deposits at December 31, 2019. Total securities sold under agreements to repurchase for the five largest relationships referenced above amounted to $13.1 million, or 49.86% of total securities sold under agreements to repurchase at December 31, 2020, as compared to $14.2 million, or 58.76% of total securities sold under agreements to repurchase at December 31, 2019.

The other sources of funding for the Company are through large denomination certificates of deposit, including brokered deposits, federal funds purchased, securities under agreement to repurchase and FHLB borrowings. The Bank is also able to borrow from the FRB on a short-term basis. The Bank’s policies include the ability to access wholesale funding up to 40% of total assets. The Bank’s wholesale funding includes FHLB borrowings, FRB borrowings, brokered deposits and internet certificates of deposit. The Company’s ratio of wholesale funding to total assets was 0.88% as of December 31, 2020.

The Bank has a line of credit with the FHLB equal to 20% of the Bank’s total assets, with no balances outstanding at December 31, 2020. At December 31, 2020, the carrying value of loans pledged as collateral totaled approximately $165.1 million. The remaining availability under the line of credit with the FHLB was $111.4 million at December 31, 2020. The Bank had no borrowings from the FRB at December 31, 2020. The FRB borrowings are collateralized by a blanket assignment on all qualifying loans that the Bank owns which are not pledged to the FHLB. At December 31, 2020, the carrying value of loans pledged as collateral to the FRB totaled approximately $469.5 million. Availability under the line of credit with the FRB was $340.0 million at December 31, 2020.

The Bank also had the ability to borrow up to $100.5 million for the purchase of overnight federal funds from five correspondent financial institutions as of December 31, 2020.

The liquidity ratio for the Bank, which is defined as net cash, interest-bearing deposits with banks, federal funds sold and certain investment securities, as a percentage of net deposits and short-term liabilities was 28.12%, 18.20% and 16.09% at December 31, 2020, 2019 and 2018, respectively. The minimum required liquidity ratio as defined in the Bank’s Asset/Liability and Interest Rate Risk Management Policy for on balance sheet liquidity was 10% at December 31, 2020, 2019 and 2018.

As disclosed in the Company’s Consolidated Statements of Cash Flows included elsewhere herein, net cash provided by operating activities was approximately $9.2 million during 2020. Net cash used in investing activities was $149.0 million during 2020 and net cash provided by financing activities was $249.0 million during 2020.

Asset Liability and Interest Rate Risk Management. The objective of the Company’s Asset Liability and Interest Rate Risk strategies is to identify and manage the sensitivity of net interest income to changing interest rates and to minimize the interest rate risk between interest-earning assets and interest-bearing liabilities at various maturities. This is done in conjunction with the need to maintain adequate liquidity and the overall goal of maximizing net interest income. Table 6 presents an interest rate sensitivity analysis for the interest-earning assets and interest-bearing liabilities for the year ended December 31, 2020.

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Table 6 - Interest Sensitivity Analysis

| (Dollars
in thousands) | Immediate | 1-3
months | 4-12
months | Total
Within One Year | Over
One Year & Non-sensitive | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Interest-earning
assets: | | | | | | |
| Loans | $ 255,956 | 8,929 | 19 | 264,904 | 683,735 | 948,639 |
| Mortgage loans held
for sale | 9,139 | - | - | 9,139 | - | 9,139 |
| Investment
securities available for sale | - | 3,302 | 7,403 | 10,705 | 234,544 | 245,249 |
| Interest-bearing
deposit accounts | 118,843 | - | - | 118,843 | - | 118,843 |
| Other
interest-earning assets | - | - | - | - | 4,619 | 4,619 |
| Total
interest-earning assets | 383,938 | 12,231 | 7,422 | 403,591 | 922,898 | 1,326,489 |
| Interest-bearing
liabilities: | | | | | | |
| NOW, savings, and
money market deposits | 657,834 | - | - | 657,834 | - | 657,834 |
| Time
deposits | 9,805 | 10,104 | 37,565 | 57,474 | 48,798 | 106,272 |
| Securities sold
under | | | | | | |
| agreement to
repurchase | 26,201 | - | - | 26,201 | - | 26,201 |
| Trust preferred
securities | - | 15,464 | - | 15,464 | - | 15,464 |
| Total
interest-bearing liabilities | 693,840 | 25,568 | 37,565 | 756,973 | 48,798 | 805,771 |
| Interest-sensitive
gap | $ (309,902 ) | (13,337 ) | (30,143 ) | (353,382 ) | 874,100 | 520,718 |
| Cumulative
interest-sensitive gap | $ (309,902 ) | (323,239 ) | (353,382 ) | (353,382 ) | 520,718 | |
| | 55.34 % | 47.84 % | 19.76 % | 53.32 % | 1891.26 % | |

The Company manages its exposure to fluctuations in interest rates through policies established by the Asset/Liability Committee (“ALCO”) of the Bank. The ALCO meets quarterly and has the responsibility for approving asset/liability management policies, formulating and implementing strategies to improve balance sheet positioning and/or earnings and reviewing the interest rate sensitivity of the Company. ALCO tries to minimize interest rate risk between interest-earning assets and interest-bearing liabilities by attempting to minimize wide fluctuations in net interest income due to interest rate movements. The ability to control these fluctuations has a direct impact on the profitability of the Company. Management monitors this activity on a regular basis through analysis of its portfolios to determine the difference between rate sensitive assets and rate sensitive liabilities.

The Company’s rate sensitive assets are those earning interest at variable rates and those with contractual maturities within one year. Rate sensitive assets therefore include both loans and available for sale (“AFS”) securities. Rate sensitive liabilities include interest-bearing checking accounts, money market deposit accounts, savings accounts, time deposits and borrowed funds. At December 31, 2020, rate sensitive assets and rate sensitive liabilities totaled $1.3 billion and $793.2 million, respectively.

Included in the rate sensitive assets are $232.7 million in variable rate loans indexed to prime rate subject to immediate repricing upon changes by the Federal Open Market Committee (“FOMC”). The Bank utilizes interest rate floors on certain variable rate loans to protect against further downward movements in the prime rate. At December 31, 2020, the Bank had $144.0 million in loans with interest rate floors. The floors were in effect on $117.4 million of these loans pursuant to the terms of the promissory notes on these loans. The weighted average rate on these loans is 0.83% higher than the indexed rate on the promissory notes without interest rate floors.

An analysis of the Company’s financial condition and growth can be made by examining the changes and trends in interest-earning assets and interest-bearing liabilities. A discussion of these changes and trends follows.

Analysis of Financial Condition

Investment Securities. The composition of the investment securities portfolio reflects the Company’s investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of income. The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits.

All of the Company’s investment securities are held in the AFS category . At December 31, 2020 the market value of AFS securities totaled $245.2 million, as compared to $195.7 million and $194.6 million at December 31, 2019 and 2018, respectively. Table 7 presents the fair value of the AFS securities held at December 31, 2020, 2019 and 2018.

A-14

Table 7 - Summary of Investment Portfolio

(Dollars in thousands)	2020	2019	2018
U.
S. Government sponsored enterprises	$ 7,507	28,397	34,634
State
and political subdivisions	92,428	88,143	107,591
Mortgage-backed
securities	145,314	78,956	52,103
Trust
preferred securities	-	250	250
Total securities	$ 245,249	195,746	194,578

The Company’s investment portfolio consists of U.S. Government sponsored enterprise securities, municipal securities, U.S. Government sponsored enterprise mortgage-backed securities, corporate bonds, trust preferred securities and equity securities. AFS securities averaged $200.8 million in 2020, $185.3 million in 2019 and $209.7 million in 2018. Table 8 presents the book value of AFS securities held by the Company by maturity category at December 31, 2020. Yield information does not give effect to changes in fair value that are reflected as a component of shareholders’ equity. Yields are calculated on a tax equivalent basis. Yields and interest income on tax-exempt investments have been adjusted to a tax equivalent basis using an effective tax rate of 22.98% for securities that are both federal and state tax exempt and an effective tax rate of 20.48% for federal tax-exempt securities.

Table 8 - Maturity Distribution and Weighted Average Yield on Investments

| | One
Year or Less | | After
One Year — Through
5 Years | | After
5 Years — Through
10 Years | | After
10 Years | | Totals | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Dollars
in thousands) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield |
| Book
value: | | | | | | | | | | |
| U.S.
Government | | | | | | | | | | |
| sponsored
enterprises | $ - | - | 3,314 | 3.02 % | 1,110 | 0.89 % | 3,083 | 1.99 % | 7,507 | 2.50 % |
| State and political
subdivisions | 10,704 | 3.38 % | 12,684 | 2.40 % | 64,716 | 2.46 % | 4,324 | 3.52 % | 92,428 | 2.56 % |
| Mortgage-backed
securities | - | - | - | - | 14,442 | 1.77 % | 130,872 | 2.05 % | 145,314 | 2.01 % |
| Total
securities | $ 10,704 | 3.38 % | 15,998 | 2.95 % | 80,268 | 1.87 % | 138,279 | 2.44 % | 245,249 | 2.06 % |

Loans. The loan portfolio is the largest category of the Company’s earning assets and is comprised of commercial loans, real estate mortgage loans, real estate construction loans and consumer loans. The Bank grants loans and extensions of credit primarily within the Catawba Valley region of North Carolina, which encompasses Catawba, Alexander, Iredell and Lincoln counties and also in Mecklenburg, Wake and Durham counties in North Carolina.

Although the Company has a diversified loan portfolio, a substantial portion of the loan portfolio is collateralized by real estate, which is dependent upon the real estate market. Real estate mortgage loans include both commercial and residential mortgage loans. At December 31, 2020, the Company had $104.2 million in residential mortgage loans, $96.6 million in home equity loans and $476.7 million in commercial mortgage loans, which include $375.0 million secured by commercial property and $101.7 million secured by residential property. Residential mortgage loans include $26.9 million in non-traditional mortgage loans from the former Banco division of the Bank. All residential mortgage loans are originated as fully amortizing loans, with no negative amortization.

At December 31, 2020, the Bank had $94.1 million in construction and land development loans. Table 9 presents a breakout of these loans.

Table 9 - Construction and Land Development Loans

| (Dollars in thousands) | Number
of Loans | Balance
Outstanding | Non-accrual
Balance |
| --- | --- | --- | --- |
| Land
acquisition and development - commercial purposes | 36 | $ 7,509 | - |
| Land
acquisition and development - residential purposes | 161 | 20,444 | - |
| 1
to 4 family residential construction | 93 | 18,897 | - |
| Commercial
construction | 32 | 47,274 | - |
| Total
acquisition, development and construction | 322 | $ 94,124 | - |

The mortgage loans originated in the traditional banking offices are generally 15 to 30-year fixed rate loans with attributes that prevent the loans from being sellable in the secondary market. These factors may include higher loan-to-value ratio, limited documentation on income, non-conforming appraisal or non-conforming property type.

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These loans are generally made to existing Bank customers and have been originated throughout the Bank’s seven county service area, with no geographic concentration.

The composition of the Bank’s loan portfolio at December 31 is presented in Table 10.

Table 10 - Loan Portfolio	2020		2019		2018		2017		2016
(Dollars
in thousands)	Amount	% of
Loans	Amount	% of
Loans	Amount	% of
Loans	Amount	% of
Loans	Amount	% of
Loans
Real estate
loans
Construction and
land development	$ 94,124	9.92 %	92,596	10.90 %	94,178	11.71 %	84,987	11.19 %	61,749	8.53 %
Single-family
residential	272,325	28.71 %	269,475	31.71 %	252,983	31.47 %	246,703	32.47 %	240,700	33.25 %
Single-family
residential- Banco de la
Gente
non-traditional	26,883	2.83 %	30,793	3.62 %	34,261	4.26 %	37,249	4.90 %	40,189	5.55 %
Commercial	332,971	35.10 %	291,255	34.27 %	270,055	33.59 %	248,637	32.73 %	247,521	34.20 %
Multifamily and
farmland	48,880	5.15 %	48,090	5.66 %	33,163	4.12 %	28,937	3.81 %	21,047	2.91 %
Total real estate
loans	775,183	81.72 %	732,209	86.16 %	684,640	85.15 %	646,513	85.10 %	611,206	84.44 %
Loans not secured by
real estate
Commercial
loans	161,740	17.05 %	100,263	11.80 %	97,465	12.12 %	89,022	11.71 %	87,596	12.11 %
Farm
loans	855	0.09 %	1,033	0.12 %	926	0.12 %	1,204	0.16 %	-	0.00 %
Consumer
loans	7,113	0.75 %	8,432	0.99 %	9,165	1.14 %	9,888	1.30 %	9,832	1.36 %
All other
loans	3,748	0.40 %	7,937	0.93 %	11,827	1.47 %	13,137	1.73 %	15,177	2.10 %
Total
loans	948,639	100.00 %	849,874	100.00 %	804,023	100.00 %	759,764	100.00 %	723,811	100.00 %
Less: Allowance for
loan losses	9,908		6,680		6,445		6,366		7,550
Net
loans	$ 938,731		843,194		797,578		753,398		716,261

As of December 31, 2020, gross loans outstanding were $948.6 million, as compared to $849.9 million at December 31, 2019. Average loans represented 74% and 79% of average total earning assets for the years ended December 31, 2020 and 2019, respectively. The Bank had $9.1 million and $4.4 million in mortgage loans held for sale as of December 31, 2020 and 2019, respectively.

TDR loans modified in 2020, past due TDR loans and non-accrual TDR loans totaled $3.8 million and $4.3 million at December 31, 2020 and December 31, 2019, respectively. The terms of these loans have been renegotiated to provide a concession to original terms, including a reduction in principal or interest as a result of the deteriorating financial position of the borrower. There were no performing loans classified as TDR loans at December 31, 2020 and December 31, 2019.

On March 27, 2020, President Trump signed the CARES Act, which established a $2 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the PPP. Under the PPP, small businesses, sole proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. The Bank originated $64.5 million in PPP loans during the initial round of PPP funding. A second round of PPP funding, signed into law by President Trump on April 24, 2020, provided $320 billion additional funding for the PPP. As of December 31, 2020, the Bank had originated $34.5 million in PPP loans during the second round of PPP funding. Total PPP loans originated as of December 31, 2020 amounted to $99.0 million. PPP loans outstanding amounted to $75.8 million at December 31, 2020. PPP loans are reported in Commercial loans not secured by real estate in Table 10 above. The Bank has received $4.0 million in fees from the SBA for PPP loans originated as of December 31, 2020. The Bank has recognized $1.4 million PPP loan fee income as of December 31, 2020. PPP loan fee income is reported in interest and fees on loans in the Consolidated Statements of Earnings on page A-31.

The Bank has continued to modify payments on loans due to the COVID-19 pandemic. At September 30, 2020, loans totaling $119.7 million had payment modifications due to the COVID-19 pandemic. At December 31, 2020, the balance of loans with existing modifications as a result of COVID-19 was $18.3 million: the balance of loans under the terms of a first modification was $12.6 million, and the balance of outstanding loans under the terms of a second modification was $5.7 million. The Company continues to track all loans that are currently modified or have been modified under COVID-19. At December 31, 2020, the balance for all loans that are currently modified or were modified during 2020 but have returned to their original terms was $119.6 million. Payment modifications are primarily interest only payments for three to nine months. Loan payment modifications associated with the COVID-19 pandemic are not classified as TDR due to Section 4013 of the CARES Act, which provides that a qualified loan modification is exempt by law from classification as a TDR pursuant to GAAP.

Table 11 identifies the maturities of all loans as of December 31, 2020 and addresses the sensitivity of these loans to changes in interest rates.

A-16

Table 11 - Maturity and Repricing Data for Loans

| (Dollars in thousands) | Within
one year or less | After
one year through five years | After
five years | Total
loans |
| --- | --- | --- | --- | --- |
| Real estate loans | | | | |
| Construction
and land development | $ 34,977 | 23,058 | 36,089 | 94,124 |
| Single-family
residential | 120,291 | 78,787 | 73,247 | 272,325 |
| Single-family
residential- Banco de la Gente | | | | |
| stated
income | 12,497 | - | 14,386 | 26,883 |
| Commercial | 70,231 | 158,119 | 104,621 | 332,971 |
| Multifamily
and farmland | 10,289 | 22,011 | 16,580 | 48,880 |
| Total
real estate loans | 248,285 | 281,975 | 244,923 | 775,183 |
| Loans
not secured by real estate | | | | |
| Commercial
loans | 36,055 | 105,289 | 20,396 | 161,740 |
| Farm
loans | 776 | 79 | - | 855 |
| Consumer
loans | 3,776 | 2,638 | 699 | 7,113 |
| All
other loans | 1,947 | 1,369 | 432 | 3,748 |
| Total loans | $ 290,839 | 391,350 | 266,450 | 948,639 |
| Total
fixed rate loans | $ 25,935 | 357,413 | 266,450 | 649,798 |
| Total
floating rate loans | 264,904 | 33,937 | - | 298,841 |
| Total loans | $ 290,839 | 391,350 | 266,450 | 948,639 |

In the normal course of business, there are various commitments outstanding to extend credit that are not reflected in the financial statements. At December 31, 2020, outstanding loan commitments totaled $299.0 million. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Additional information regarding commitments is provided below in the section entitled “Commitments and Contingencies” and in Note 11 to the Consolidated Financial Statements.

Allowance for Loan Losses. The allowance for loan losses reflects management’s assessment and estimate of the risks associated with extending credit and its evaluation of the quality of the loan portfolio. The Bank periodically analyzes the loan portfolio in an effort to review asset quality and to establish an allowance for loan losses that management believes will be adequate in light of anticipated risks and loan losses. In assessing the adequacy of the allowance, size, quality and risk of loans in the portfolio are reviewed. Other factors considered are:

● the Bank’s loan loss experience;

● the amount of past due and non-performing loans;

● specific known risks;

● the status and amount of other past due and non-performing assets;

● underlying estimated values of collateral securing loans;

●

current and anticipated economic conditions (including those arising out of the COVID-19 pandemic); and

● other factors which management believes affect the allowance for potential credit losses.

Management uses several measures to assess and monitor the credit risks in the loan portfolio, including a loan grading system that begins upon loan origination and continues until the loan is collected or collectability becomes doubtful. Upon loan origination, the Bank’s originating loan officer evaluates the quality of the loan and assigns one of eight risk grades. The loan officer monitors the loan’s performance and credit quality and makes changes to the credit grade as conditions warrant. When originated or renewed, all loans over a certain dollar amount receive in-depth reviews and risk assessments by the Bank’s Credit Administration. Before making any changes in these risk grades, management considers assessments as determined by the third-party credit review firm (as described below), regulatory examiners and the Bank’s Credit Administration. Any issues regarding the risk assessments are addressed by the Bank’s senior credit administrators and factored into management’s decision to originate or renew the loan. The Bank’s Board of Directors reviews, on a monthly basis, an analysis of the Bank’s reserves relative to the range of reserves estimated by the Bank’s Credit Administration.

A-17

As an additional measure, the Bank engages an independent third party to review the underwriting, documentation and risk grading analyses. This independent third-party reviews and evaluates loan relationships greater than $1.0 million as well as a sample of commercial relationships with exposures below $1.0 million, excluding loans in default, and loans in process of litigation or liquidation. The third party’s evaluation and report is shared with management and the Bank’s Board of Directors.

Management considers certain commercial loans with weak credit risk grades to be individually impaired and measures such impairment based upon available cash flows and the value of the collateral. Allowance or reserve levels are estimated for all other graded loans in the portfolio based on their assigned credit risk grade, type of loan and other matters related to credit risk.

Management uses the information developed from the procedures described above in evaluating and grading the loan portfolio. This continual grading process is used to monitor the credit quality of the loan portfolio and to assist management in estimating the allowance for loan losses. The provision for loan losses charged or credited to earnings is based upon management’s judgment of the amount necessary to maintain the allowance at a level appropriate to absorb probable incurred losses in the loan portfolio at the balance sheet date. The amount each quarter is dependent upon many factors, including growth and changes in the composition of the loan portfolio, net charge-offs, delinquencies, management’s assessment of loan portfolio quality, the value of collateral, and other macro-economic factors and trends. The evaluation of these factors is performed quarterly by management through an analysis of the appropriateness of the allowance for loan losses.

The allowance for loan losses is comprised of three components: specific reserves, general reserves and unallocated reserves. After a loan has been identified as impaired, management measures impairment. When the measure of the impaired loan is less than the recorded investment in the loan, the amount of the impairment is recorded as a specific reserve. These specific reserves are determined on an individual loan basis based on management’s current evaluation of the Bank’s loss exposure for each credit, given the appraised value of any underlying collateral. Loans for which specific reserves are provided are excluded from the general allowance calculations as described below.

The general allowance reflects reserves established under GAAP for collective loan impairment. These reserves are based upon historical net charge-offs using the greater of the last two, three, four, or five years’ loss experience. This charge-off experience may be adjusted to reflect the effects of current conditions. The Bank considers information derived from its loan risk ratings and external data related to industry and general economic trends in establishing reserves. Qualitative factors applied in the Company’s Allowance for Loan and Lease Losses (“ALLL”) model include the impact to the economy from the COVID-19 pandemic and reserves on loans with payment modifications made in 2020 as a result of the COVID-19 pandemic. At December 31, 2020, the balance of loans with existing modifications as a result of COVID-19 was $18.3 million: the balance of loans under the terms of a first modification was $12.6 million, and the balance of outstanding loans under the terms of a second modification was $5.7 million. The Company continues to track all loans that are currently modified or have been modified under COVID-19. At December 31, 2020, the balance for all loans that are currently modified or were modified during 2020 but have returned to their original terms was $119.6 million. These loan balances associated with COVID-19 related modifications have been grouped into their own pool within the ALLL model as they have a higher likelihood of risk, and a higher reserve rate has been applied to that pool. Of all loans modified as a result of COVID-19, $101.3 million of these loans have returned to their original terms; however, the effects of stimulus in the current environment are still unknown, and additional losses may be currently present in loans that are currently modified and that were once modified.

The unallocated allowance is determined through management’s assessment of probable losses that are in the portfolio but are not adequately captured by the other two components of the allowance, including consideration of current economic and business conditions and regulatory requirements. The unallocated allowance also reflects management’s acknowledgement of the imprecision and subjectivity that underlie the modeling of credit risk. Due to the subjectivity involved in determining the overall allowance, including the unallocated portion, the unallocated portion may fluctuate from period to period based on management’s evaluation of the factors affecting the assumptions used in calculating the allowance.

There were no significant changes in the estimation methods or fundamental assumptions used in the evaluation of the allowance for loan losses for the year ended December 31, 2020, as compared to the year ended December 31, 2019. Revisions, estimates and assumptions may be made in any period in which the supporting factors indicate that loss levels may vary from the previous estimates.

Effective December 31, 2012, certain mortgage loans from the former Banco division of the Bank were analyzed separately from other single-family residential loans in the Bank’s loan portfolio. These loans are first mortgage loans made to the Latino market, primarily in Mecklenburg, North Carolina and surrounding counties. These loans are non-traditional mortgages in that the customer normally did not have a credit history, so all credit information was accumulated by the loan officers.

A-18

Various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require adjustments to the allowance based on their judgments of information available to them at the time of their examinations. Management believes it has established the allowance for credit losses pursuant to GAAP, and has taken into account the views of its regulators and the current economic environment. Management considers the allowance for loan losses adequate to cover the estimated losses inherent in the Bank’s loan portfolio as of the date of the financial statements. Although management uses the best information available to make evaluations, significant future additions to the allowance may be necessary based on changes in economic and other conditions, thus adversely affecting the operating results of the Company.

Net charge-offs for 2020, 2019 and 2018 were $1.0 million, $628,000 and $711,000, respectively. The ratio of net charge-offs to average total loans was 0.11% in 2020, 0.07% in 2018 and 0.09% in 2018. The years ended December 31, 2018 and 2019 saw net charge-offs at historically low levels. The current level of past due and non-accrual loans currently indicate that net charge-offs may not remain near these historical lows. The allowance for loan losses was $9.9 million or 1.04% of total loans outstanding at December 31, 2020. For December 31, 2019 and 2018, the allowance for loan losses amounted to $6.7 million or 0.79% of total loans outstanding and $6.4 million, or 0.80% of total loans outstanding, respectively.

Table 12 presents the percentage of loans assigned to each risk grade at December 31, 2020 and 2019.

Table 12 - Loan Risk Grade Analysis
	Percentage
of Loans
	By
Risk Grade
Risk Grade	2020	2019
Risk
Grade 1 (Excellent Quality)	1.18 %	1.16 %
Risk
Grade 2 (High Quality)	20.45 %	24.46 %
Risk
Grade 3 (Good Quality)	65.70 %	62.15 %
Risk
Grade 4 (Management Attention)	9.75 %	10.02 %
Risk
Grade 5 (Watch)	2.20 %	1.45 %
Risk
Grade 6 (Substandard)	0.72 %	0.76 %
Risk
Grade 7 (Doubtful)	0.00 %	0.00 %
Risk
Grade 8 (Loss)	0.00 %	0.00 %

Table 13 presents an analysis of the allowance for loan losses, including charge-off activity.

Table 13 - Analysis of Allowance for Loan Losses

(Dollars in thousands)	2020	2019	2018	2017	2016
Allowance
for loan losses at beginning	$ 6,680	6,445	6,366	7,550	9,589
Loans
charged off:
Commercial	903	389	54	194	146
Real
estate - mortgage	72	43	574	315	593
Real
estate - construction	5	21	53	-	7
Consumer	434	623	452	473	492
Total loans charged off	1,414	1,076	1,133	982	1,238
Recoveries
of losses previously charged off:
Commercial	34	83	32	31	170
Real
estate - mortgage	141	115	212	106	74
Real
estate - construction	36	45	10	14	10
Consumer	172	205	168	154	151
Total recoveries	383	448	422	305	405
Net loans charged off	1,031	628	711	677	833
Provision
for loan losses	4,259	863	790	(507 )	(1,206 )
Allowance for loan losses at end of year	$ 9,908	6,680	6,445	6,366	7,550
Loans
charged off net of recoveries, as
a
percent of average loans outstanding	0.11 %	0.07 %	0.09 %	0.09 %	0.12 %
Allowance
for loan losses as a percent
of
total loans outstanding at end of year	1.04 %	0.79 %	0.80 %	0.84 %	1.04 %

A-19

Non-performing Assets. Non-performing assets were $3.9 million or 0.27% of total assets at December 31, 2020, compared to $3.6 million or 0.31% of total assets at December 31, 2019. Non-performing assets include $3.5 million in commercial and residential mortgage loans, $226,000 in other loans and $128,000 in other real estate owned at December 31, 2020, compared to $3.4 million in commercial and residential mortgage loans and $154,000 in other loans at December 31, 2019. Other real estate owned totaled $128,000 at December 31, 2020. The Bank had no other real estate owned at December 31, 2019. The Bank had no repossessed assets as of December 31, 2020 and 2019.

At December 31, 2020, the Bank had non-performing loans, defined as non-accrual and accruing loans past due more than 90 days, of $3.8 million or 0.40% of total loans. Non-performing loans at December 31, 2019 were $3.6 million or 0.42% of total loans.

Management continually monitors the loan portfolio to ensure that all loans potentially having a material adverse impact on future operating results, liquidity or capital resources have been classified as non-performing. Should economic conditions deteriorate, the inability of distressed customers to service their existing debt could cause higher levels of non-performing loans. Management expects the level of non-accrual loans to continue to be in-line with the level of non-accrual loans at December 31, 2020 and 2019.

It is the general policy of the Bank to stop accruing interest income when a loan is placed on non-accrual status and any interest previously accrued but not collected is reversed against current income. Generally, a loan is placed on non-accrual status when it is over 90 days past due and there is reasonable doubt that all principal will be collected.

A summary of non-performing assets at December 31 for each of the years presented is shown in Table 14.

Table 14 - Non-performing Assets — (Dollars in thousands)	2020	2019	2018	2017	2016
Non-accrual
loans	$ 3,758	3,553	3,314	3,711	3,825
Loans
90 days or more past due and still accruing	-	-	-	-	-
Total non-performing loans	3,758	3,553	3,314	3,711	3,825
All
other real estate owned	128	-	27	118	283
Repossessed
assets	-	-	-	-	-
Total non-performing assets	$ 3,886	3,553	3,341	3,829	4,108
TDR
loans not included in above,
(not
90 days past due or on nonaccrual)	$ 1,610	2,533	3,173	2,543	3,337
As a percent of total loans at year end
Non-accrual
loans	0.40 %	0.42 %	0.41 %	0.49 %	0.53 %
Loans
90 days or more past due and still accruing	0.00 %	0.00 %	0.00 %	0.00 %	0.00 %
Total non-performing assets
as a percent of total assets at year end	0.27 %	0.31 %	0.31 %	0.35 %	0.38 %
Total non-performing loans
as a percent of total loans at year-end	0.40 %	0.42 %	0.41 %	0.49 %	0.53 %

Deposits. The Company primarily uses deposits to fund its loan and investment portfolios. The Company offers a variety of deposit accounts to individuals and businesses. Deposit accounts include checking, savings, money market and time deposits. As of December 31, 2020, total deposits were $1.2 billion, as compared to $966.5 million at December 31, 2019. Core deposits, which include demand deposits, savings accounts and non-brokered certificates of deposits of denominations less than $250,000, amounted to $1.2 billion at December 31, 2020, as compared to $932.2 million at December 31, 2019.

Time deposits in amounts of $250,000 or more totaled $25.8 million and $34.3 million at December 31, 2020 and 2019, respectively. At December 31, 2020, brokered deposits amounted to $12.4 million, as compared to $22.3 million at December 31, 2019. Certificates of deposit participated through the Certificate of Deposit Account Registry Service (“CDARS”) included in brokered deposits amounted to $4.3 million and $3.1 million as of December 31, 2020 and 2019, respectively. Brokered deposits are generally considered to be more susceptible to withdrawal as a result of interest rate changes and to be a less stable source of funds, as compared to deposits from the local market. Brokered deposits outstanding as of December 31, 2020 have a weighted average rate of 1.43% with a weighted average original term of 32 months.

A-20

Table 15 is a summary of the maturity distribution of time deposits in amounts of $250,000 or more as of December 31, 2020.

Table 15 - Maturities of Time Deposits of $250,000 or greater

(Dollars in thousands)	2020
Three
months or less	$ 3,658
Over
three months through six months	3,297
Over
six months through twelve months	3,871
Over
twelve months	14,945
Total	$ 25,771

Borrowed Funds. The Company has access to various short-term borrowings, including the purchase of federal funds and borrowing arrangements from the FHLB and other financial institutions. There were no FHLB borrowings outstanding at December 31, 2020 and 2019. Average FHLB borrowings for 2020 and 2019 were $60.8 million and $19.6 million, respectively. The maximum amount of outstanding FHLB borrowings was $70.0 million in 2020. Additional information regarding FHLB borrowings is provided in Note 7 to the Consolidated Financial Statements.

The Bank had no borrowings from the FRB at December 31, 2020 and 2019. FRB borrowings are collateralized by a blanket assignment on all qualifying loans that the Bank owns which are not pledged to the FHLB. At December 31, 2020, the carrying value of loans pledged as collateral totaled approximately $469.5 million.

Securities sold under agreements to repurchase were $26.2 million at December 31, 2020, as compared to $24.2 million at December 31, 2019.

Junior subordinated debentures were $15.5 million and $15.6 million as of December 31, 2020 and 2019, respectively.

Contractual Obligations and Off-Balance Sheet Arrangements. The Company’s contractual obligations and other commitments as of December 31, 2020 are summarized in Table 16 below. The Company’s contractual obligations include junior subordinated debentures, as well as certain payments under current lease agreements. Other commitments include commitments to extend credit. Because not all of these commitments to extend credit will be drawn upon, the actual cash requirements are likely to be significantly less than the amounts reported for other commitments below.

Table 16 - Contractual Obligations and Other Commitments

| (Dollars in thousands) | Within
One Year | One
to Three Years | Three
to Five Years | Five
Years or More | Total |
| --- | --- | --- | --- | --- | --- |
| Contractual Cash Obligations | | | | | |
| Junior
subordinated debentures | $ - | - | - | 15,464 | 15,464 |
| Operating
lease obligations | 601 | 842 | 629 | 1,011 | 3,083 |
| Total | $ 601 | 842 | 629 | 16,475 | 18,547 |
| Other Commitments | | | | | |
| Commitments
to extend credit | $ 117,428 | 31,300 | 15,293 | 135,018 | 299,039 |
| Standby
letters of credit | | | | | |
| and
financial guarantees written | 4,745 | - | - | - | 4,745 |
| Income
tax credits | 54 | 74 | 12 | 44 | 184 |
| Total | $ 122,227 | 31,374 | 15,305 | 135,062 | 303,968 |

The Company enters into derivative contracts to manage various financial risks. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. Derivative contracts are carried at fair value on the consolidated balance sheet with the fair value representing the net present value of expected future cash receipts or payments based on market interest rates as of the balance sheet date. Derivative contracts are written in amounts referred to as notional amounts, which only provide the basis for calculating payments between counterparties and are not a measure of financial risk. Therefore, the derivative amounts recorded on the balance sheet do not represent the amounts that may ultimately be paid under

A-21

these contracts. Further discussions of derivative instruments are included above in the section entitled “Asset Liability and Interest Rate Risk Management” beginning on page A-11 and in Notes 1, 11 and 16 to the Consolidated Financial Statements. There were no derivatives at December 31, 2020 or 2019.

Capital Resources . Shareholders’ equity was $139.9 million, or 9.89% of total assets, as of December 31, 2020, as compared to $134.1 million, or 11.61% of total assets, as of December 31, 2019.

Average shareholders’ equity as a percentage of total average assets is one measure used to determine capital strength. Average shareholders’ equity as a percentage of total average assets was 9.89%, 11.61% and 11.31% for 2020, 2019 and 2018, respectively. The return on average shareholders’ equity was 8.04% at December 31, 2020, as compared to 10.45% and 10.81% at December 31, 2019 and December 31, 2018, respectively. Total cash dividends paid on common stock were $4.4 million, $3.9 million and $3.1 million during 2020, 2019 and 2018, respectively.

The Board of Directors, at its discretion, can issue shares of preferred stock up to a maximum of 5,000,000 shares. The Board is authorized to determine the number of shares, voting powers, designations, preferences, limitations and relative rights.

In 2019, the Company’s Board of Directors authorized a stock repurchase program, whereby up to $5 million will be allocated to repurchase the Company’s common stock. Any purchases under the Company’s stock repurchase program may be made periodically as permitted by securities laws and other legal requirements in the open market or in privately-negotiated transactions. The timing and amount of any repurchase of shares will be determined by the Company’s management, based on its evaluation of market conditions and other factors. The stock repurchase program may be suspended at any time or from time-to-time without prior notice. The Company has repurchased approximately $2.5 million, or 90,354 shares of its common stock, under this stock repurchase program as of December 31, 2019.

In 2020, the Company’s Board of Directors authorized a stock repurchase program, whereby up to $3 million will be allocated to repurchase the Company’s common stock. Any purchases under the Company’s stock repurchase program may be made periodically as permitted by securities laws and other legal requirements in the open market or in privately-negotiated transactions. The timing and amount of any repurchase of shares will be determined by the Company’s management, based on its evaluation of market conditions and other factors. The stock repurchase program may be suspended at any time or from time-to-time without prior notice. The Company has repurchased approximately $3.0 million, or 126,800 shares of its common stock, under this stock repurchase program as of December 31, 2020.

In 2013, the FRB approved its final rule on the Basel III capital standards, which implement changes to the regulatory capital framework for banking organizations. The Basel III capital standards, which became effective January 1, 2015, include new risk-based capital and leverage ratios, which were phased in from 2015 to 2019. The new minimum capital level requirements applicable to the Company and the Bank under the final rules are as follows: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total risk-based capital ratio of 8% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 4% (unchanged from previous rules). An additional capital conservation buffer was added to the minimum requirements for capital adequacy purposes beginning on January 1, 2016 and was phased in through 2019 (increasing by 0.625% on January 1, 2016 and each subsequent January 1, until it reached 2.5% on January 1, 2019). This resulted in the following minimum ratios beginning in 2019: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. Under the final rules, institutions would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained earnings that could be utilized for such actions.

Under the regulatory capital guidelines, financial institutions are currently required to maintain a total risk-based capital ratio of 8.0% or greater, with a Tier 1 risk-based capital ratio of 6.0% or greater and a common equity Tier 1 capital ratio of 4.5% or greater, as required by the Basel III capital standards referenced above. Tier 1 capital is generally defined as shareholders’ equity and trust preferred securities less all intangible assets and goodwill. Tier 1 capital includes $15.0 million in trust preferred securities at December 31, 2020 and 2019. The Company’s Tier 1 capital ratio was 15.07% and 15.37% at December 31, 2020 and December 31, 2019, respectively. Total risk-based capital is defined as Tier 1 capital plus supplementary capital. Supplementary capital, or Tier 2 capital, consists of the Company’s allowance for loan losses, not exceeding 1.25% of the Company’s risk-weighted assets. Total risk-based capital ratio is therefore defined as the ratio of total capital (Tier 1 capital and Tier 2 capital) to risk-weighted assets. The Company’s total risk-based capital ratio was 16.07% and 16.08% at December 31, 2020 and December 31, 2019, respectively. The Company’s common equity Tier 1 capital consists of common stock and retained earnings. The Company’s common equity Tier 1 capital ratio was 13.56% and 13.79% at December 31, 2020 and December 31, 2019, respectively. Financial institutions are also required to maintain a leverage ratio of Tier 1 capital to total

A-22

average assets of 4.0% or greater. The Company’s Tier 1 leverage capital ratio was 10.24% and 11.91% at December 31, 2020 and December 31, 2019, respectively.

The Company’s key equity ratios as of December 31, 2020, 2019 and 2018 are presented in Table 17.

The Bank’s Tier 1 risk-based capital ratio was 14.85% and 15.09% at December 31, 2020 and December 31, 2019, respectively. The total risk-based capital ratio for the Bank was 15.85% and 15.79% at December 31, 2020 and December 31, 2019, respectively. The Bank’s common equity Tier 1 capital ratio was 14.85% and 15.09% at December 31, 2020 and December 31, 2019, respectively. The Bank’s Tier 1 leverage capital ratio was 10.04% and 11.61% at December 31, 2020 and December 31, 2019, respectively.

A bank is considered to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a common equity Tier 1 capital ratio of 6.5% or greater and a leverage ratio of 5.0% or greater. Based upon these guidelines, the Bank was considered to be “well capitalized” at December 31, 2020.

Table 17 - Equity Ratios

	2020	2019	2018
Return
on average assets	0.83 %	1.23 %	1.22 %
Return
on average equity	8.04 %	10.45 %	10.81 %
Dividend
payout ratio	38.67 %	28.00 %	23.41 %
Average
equity to average assets	10.35 %	11.78 %	11.31 %

Quarterly Financial Data. The Company’s consolidated quarterly operating results for the years ended December 31, 2020 and 2019 are presented in Table 18.

Table 18

| (Dollars
in thousands, except per share amounts) | First | Second | Third | Fourth | First | Second | Third | Fourth |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total interest
income | $ 12,250 | 11,638 | 11,868 | 12,202 | $ 12,183 | 12,375 | 12,430 | 12,613 |
| Total interest
expense | 1,041 | 912 | 942 | 941 | 757 | 781 | 994 | 1,225 |
| Net
interest income | 11,209 | 10,726 | 10,926 | 11,261 | 11,426 | 11,594 | 11,436 | 11,388 |
| Provision for loan
losses | 1,521 | 1,417 | 522 | 799 | 178 | 77 | 422 | 186 |
| Other
income | 4,595 | 5,239 | 7,132 | 5,948 | 4,120 | 4,385 | 4,708 | 4,526 |
| Other
expense | 11,449 | 11,452 | 11,914 | 14,116 | 10,916 | 11,244 | 11,267 | 12,090 |
| Income
before income taxes | 2,834 | 3,096 | 5,622 | 2,294 | 4,452 | 4,658 | 4,455 | 3,638 |
| Income tax
expense | 467 | 535 | 1,113 | 374 | 785 | 845 | 834 | 672 |
| Net
earnings | 2,367 | 2,561 | 4,509 | 1,920 | 3,667 | 3,813 | 3,621 | 2,966 |
| Basic
net earnings per share | $ 0.40 | 0.44 | 0.78 | 0.33 | $ 0.61 | 0.64 | 0.62 | 0.50 |
| Diluted
net earnings per share | $ 0.40 | 0.44 | 0.78 | 0.33 | $ 0.61 | 0.64 | 0.61 | 0.50 |

A-23

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk reflects the risk of economic loss resulting from adverse changes in market prices and interest rates. This risk of loss can be reflected in either diminished current market values or reduced potential net interest income in future periods.

The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. The structure of the Company’s loan and deposit portfolios is such that a significant decline (increase) in interest rates may adversely (positively) impact net market values and interest income. Management seeks to manage the risk through the utilization of its investment securities and off-balance sheet derivative instruments. During the years ended December 31, 2020, 2019 and 2018, the Company used interest rate contracts to manage market risk as discussed above in the section entitled “Asset Liability and Interest Rate Risk Management.”

Table 19 presents in tabular form the contractual balances and the estimated fair value of the Company’s on-balance sheet financial instruments at their expected maturity dates for the period ended December 31, 2020. The expected maturity categories take into consideration historical prepayment experience as well as management’s expectations based on the interest rate environment at December 31, 2020. For core deposits without contractual maturity (i.e. interest-bearing checking, savings, and money market accounts), the table presents principal cash flows based on management’s judgment concerning their most likely runoff or repricing behaviors.

Table 19 - Market Risk Table

| (Dollars
in thousands) — Loans
Receivable | 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | Total | Fair
Value |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fixed
rate | $ 38,515 | 125,843 | 62,042 | 81,749 | 87,779 | 273,142 | 669,070 | 655,184 |
| Average interest
rate | 4.69 % | 2.53 % | 5.18 % | 4.93 % | 4.37 % | 4.29 % | | |
| Variable
rate | $ 57,892 | 20,336 | 22,247 | 14,608 | 15,784 | 157,841 | 288,708 | 288,708 |
| Average interest
rate | 3.92 % | 4.34 % | 4.13 % | 4.04 % | 4.00 % | 4.26 % | | |
| Total | | | | | | | 957,778 | 943,892 |
| Investment
Securities | | | | | | | | |
| Interest bearing
deposits | $ 118,843 | - | - | - | - | - | 118,843 | 118,843 |
| Average interest
rate | 0.11 % | - | - | - | - | - | | |
| Securities available
for sale | $ 9,977 | 7,391 | 3,347 | 632 | 1,062 | 222,840 | 245,249 | 245,249 |
| Average interest
rate | 4.42 % | 4.35 % | 4.08 % | 2.63 % | 3.03 % | 3.24 % | | |
| Nonmarketable equity
securities | $ - | - | - | - | - | 4,155 | 4,155 | 4,155 |
| Average interest
rate | - | - | - | - | - | 3.42 % | | |
| Debt
Obligations | | | | | | | | |
| Deposits | $ 57,902 | 19,395 | 14,815 | 10,926 | 3,821 | 1,114,227 | 1,221,086 | 1,216,503 |
| Average interest
rate | 0.29 % | 0.60 % | 0.76 % | 1.15 % | 0.93 % | 0.05 % | | |
| Securities sold
under agreement | | | | | | | | |
| to
repurchase | $ 26,201 | - | - | - | - | - | 26,201 | 26,201 |
| Average interest
rate | 0.39 % | - | - | - | - | - | | |
| Junior subordinated
debentures | $ - | - | - | - | - | 15,464 | 15,464 | 15,464 |
| Average interest
rate | - | - | - | - | - | 1.85 % | | |

A-24

Table 20 presents the simulated impact to net interest income under varying interest rate scenarios and the theoretical impact of rate changes over a twelve-month period referred to as “rate ramps.” The table shows the estimated theoretical impact on the Company’s tax equivalent net interest income from hypothetical rate changes of plus and minus 1%, 2% and 3%, as compared to the estimated theoretical impact of rates remaining unchanged. The table also shows the simulated impact to market value of equity under varying interest rate scenarios and the theoretical impact of immediate and sustained rate changes referred to as “rate shocks” of plus and minus 1%, 2% and 3%, as compared to the theoretical impact of rates remaining unchanged. The prospective effects of the hypothetical interest rate changes are based upon various assumptions, including relative and estimated levels of key interest rates. This type of modeling has limited usefulness because it does not allow for the strategies management would utilize in response to sudden and sustained rate changes. Also, management does not believe that rate changes of the magnitude presented are likely in the forecast period presented.

Table 20 - Interest Rate Risk

| (Dollars in
thousands) | | |
| --- | --- | --- |
| | Estimated
Resulting Theoretical Net Interest
Income | |
| Hypothetical rate
change (ramp over 12 months) | Amount | %
Change |
| +3% | $ 44,228 | 4.08 % |
| +2% | $ 43,925 | 3.37 % |
| +1% | $ 43,302 | 1.90 % |
| 0% | $ 42,494 | 0.00 % |
| -1% | $ 42,159 | -0.79 % |
| -2% | $ 42,107 | -0.91 % |
| -3% | $ 42,105 | -0.92 % |

| Hypothetical rate
change (immediate shock) | Estimated
Resulting Theoretical Market Value
of Equity — Amount | %
Change |
| --- | --- | --- |
| +3% | $ 179,805 | 37.72 % |
| +2% | $ 176,642 | 35.30 % |
| +1% | $ 160,149 | 22.67 % |
| 0% | $ 130,555 | 0.00 % |
| -1% | $ 88,296 | -32.37 % |
| -2% | $ 83,689 | -35.90 % |
| -3% | $ 86,198 | -33.98 % |

A-25

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Financial Statements

December 31, 2020, 2019 and 2018

INDEX

	PAGE(S)
Reports
of Independent Registered Public Accounting Firm on the
Consolidated Financial Statements	A-27-
A-28
Financial
Statements
Consolidated
Balance Sheets at December 31, 2020 and 2019	A-29
Consolidated
Statements of Earnings for the years ended December 31, 2020, 2019
and 2018	A-30
Consolidated
Statements of Comprehensive Income for the years ended December 31,
2020, 2019 and 2018	A-31
Consolidated
Statements of Changes in Shareholders' Equity for the years ended
December 31, 2020, 2019 and 2018	A-32
Consolidated
Statements of Cash Flows for the years ended December 31, 2020,
2019 and 2018	A-33
- A-34
Notes
to Consolidated Financial Statements	A-35
- A-71

A-26

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Peoples Bancorp of North Carolina, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Peoples Bancorp of North Carolina, Inc. and its subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of earnings, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

elliottdavis.com

A-27

Allowance for Loan Losses - Qualitative Factors

As discussed in Note 3 to the Company’s financial statements, the Company had a gross loan portfolio of approximately $948.6 million and associated allowance for loan losses of approximately $9.9 million as of December 31, 2020. As described by the Company in Note 1, the allowance for loan losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of the Company’s historical loan loss experience, the amount of past due and non-performing loans, specific known risks, underlying estimated values of collateral securing loans, current and anticipated economic conditions, and other factors which management believes represents the best estimate of the allowance for loan losses.

We identified the Company’s estimate of qualitative factors applied to adjust the historical loss experience of the allowance for loan losses as a critical audit matter. The principal considerations for our determination of the allowance for loan losses as a critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these complex judgments and assumptions by the Company involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included the following:

●

We evaluated the relevance and the reasonableness of assumptions related to evaluation of the loan portfolio, current economic conditions, and other risk factors used in development of the qualitative factors for collectively evaluated loans.

●

We evaluated the reasonableness of assumptions and data used by the Company in developing the qualitative factors by comparing these data points to internally developed and third-party sources, and other audit evidence gathered.

●

Analytical procedures were performed to evaluate changes that occurred in the allowance for loan losses for loans collectively evaluated for impairment.

/s/ Elliott Davis, PLLC

W e have served as the Company's auditor since 2015.

Charlotte, North Carolina

March 19, 2021

A-28

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Balance Sheets

December 31, 2020 and December 31, 2019

(Dollars in thousands)

| | December
31, | December
31, |
| --- | --- | --- |
| Assets | 2020 | 2019 |
| | (Audited) | (Audited) |
| Cash
and due from banks, including reserve requirements | | |
| of
$0 at 12/31/20 and $13,210 at 12/31/19 | $ 42,737 | 48,337 |
| Interest-bearing
deposits | 118,843 | 720 |
| Federal
funds sold | - | 3,330 |
| Cash
and cash equivalents | 161,580 | 52,387 |
| Investment
securities available for sale | 245,249 | 195,746 |
| Other
investments | 4,155 | 4,231 |
| Total
securities | 249,404 | 199,977 |
| Mortgage
loans held for sale | 9,139 | 4,417 |
| Loans | 948,639 | 849,874 |
| Less
allowance for loan losses | (9,908 ) | (6,680 ) |
| Net
loans | 938,731 | 843,194 |
| Premises
and equipment, net | 18,600 | 18,604 |
| Cash
surrender value of life insurance | 16,968 | 16,319 |
| Other
real estate | 128 | - |
| Right
of use lease asset | 3,423 | 3,622 |
| Accrued
interest receivable and other assets | 16,882 | 16,362 |
| Total
assets | $ 1,414,855 | 1,154,882 |
| Liabilities
and Shareholders' Equity | | |
| Deposits: | | |
| Noninterest-bearing
demand | $ 456,980 | 338,004 |
| NOW,
MMDA & savings | 657,834 | 516,757 |
| Time,
$250,000 or more | 25,771 | 34,269 |
| Other
time | 80,501 | 77,487 |
| Total
deposits | 1,221,086 | 966,517 |
| Securities
sold under agreements to repurchase | 26,201 | 24,221 |
| Junior
subordinated debentures | 15,464 | 15,619 |
| Lease
liability | 3,471 | 3,647 |
| Accrued
interest payable and other liabilities | 8,734 | 10,758 |
| Total
liabilities | 1,274,956 | 1,020,762 |
| Commitments | | |
| Shareholders'
equity: | | |
| Preferred
stock, no par value; authorized | | |
| 5,000,000
shares; no shares issued and outstanding | - | - |
| Common
stock, no par value; authorized | | |
| 20,000,000
shares; issued and outstanding 5,787,504 shares | | |
| at
December 31, 2020 and 5,912,300 shares at December 31,
2019 | 56,871 | 59,813 |
| Retained
earnings | 77,628 | 70,663 |
| Accumulated
other comprehensive income | 5,400 | 3,644 |
| Total
shareholders' equity | 139,899 | 134,120 |
| Total
liabilities and shareholders' equity | $ 1,414,855 | 1,154,882 |

See accompanying Notes to Consolidated Financial Statements .

A-29

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Earnings

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands, except per share amounts)

	2020	2019	2018
Interest
income:
Interest
and fees on loans	$ 42,314	43,301	38,654
Interest
on due from banks	127	213	304
Interest
on federal funds sold	204	331	-
Interest
on investment securities:
U.S.
Government sponsored enterprises	2,361	2,670	2,333
States
and political subdivisions	2,691	2,915	3,877
Other	261	171	182
Total
interest income	47,958	49,601	45,350
Interest
expense:
NOW,
MMDA & savings deposits	1,962	1,596	769
Time
deposits	947	909	472
FHLB
borrowings	357	205	-
Junior
subordinated debentures	370	844	790
Other	200	203	115
Total
interest expense	3,836	3,757	2,146
Net
interest income	44,122	45,844	43,204
Provision
for loan losses	4,259	863	790
Net
interest income after provision for loan losses	39,863	44,981	42,414
Non-interest
income:
Service
charges	3,528	4,576	4,355
Other
service charges and fees	742	714	705
Gain
on sale of securities	2,639	226	15
Mortgage
banking income	2,469	1,264	851
Insurance
and brokerage commissions	897	877	824
Appraisal
management fee income	6,754	4,484	3,206
Gain
(loss) on sales and write-downs of
other
real estate, net	(47 )	(11 )	17
Miscellaneous	5,932	5,609	6,193
Total
non-interest income	22,914	17,739	16,166
Non-interest
expense:
Salaries
and employee benefits	23,538	23,238	21,530
Occupancy	7,933	7,364	7,170
Professional
fees	1,580	1,490	1,525
Advertising	787	1,021	922
Debit
card expense	1,012	890	994
FDIC
insurance	263	119	328
Appraisal
management fee expense	5,274	3,421	2,460
Other	8,544	7,974	7,645
Total
non-interest expense	48,931	45,517	42,574
Earnings
before income taxes	13,846	17,203	16,006
Income
tax expense	2,489	3,136	2,624
Net
earnings	$ 11,357	14,067	13,382
Basic
net earnings per share	$ 1.95	2.37	2.23
Diluted
net earnings per share	$ 1.95	2.36	2.22
Cash
dividends declared per share	$ 0.75	0.66	0.52

See accompanying Notes to Consolidated Financial Statements.

A-30

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

	2020	2019	2018
Net
earnings	$ 11,357	14,067	13,382
Other
comprehensive income (loss):
Unrealized
holding gains (losses) on securities
available
for sale	4,919	3,677	(3,370 )
Reclassification
adjustment for gains on
securities
available for sale
included
in net earnings	(2,639 )	(226 )	(15 )
Total
other comprehensive gain (loss),
before
income taxes	2,280	3,451	(3,385 )
Income
tax expense (benefit) related to other
comprehensive
gain (loss):
Unrealized
holding gain (losses) on securities
available
for sale	1,130	845	(774 )
Reclassification
adjustment for gains on
securities
available for sale
included
in net earnings	(606 )	(52 )	(4 )
Total
income tax expense (benefit) related to
other
comprehensive gain (loss)	524	793	(778 )
Total
other comprehensive gain (loss),
net
of tax	1,756	2,658	(2,607 )
Total
comprehensive income	$ 13,113	16,725	10,775

See accompanying Notes to Consolidated Financial Statements.

A-31

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Changes in Shareholders' Equity

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

	Common	Common		Accumulated — Other
	Stock	Stock	Retained	Comprehensive
	Shares	Amount	Earnings	Income	Total
Balance,
December 31, 2017	5,995,256	$ 62,096	50,286	3,593	115,975
Cash
dividends declared on
common
stock	-	-	(3,133 )	-	(3,133 )
Net
earnings			13,382		13,382
Change
in accumulated other	-	-	-	(2,607 )	(2,607 )
comprehensive
income due to
Balance,
December 31, 2018	5,995,256	$ 62,096	60,535	986	123,617
Common
stock repurchase	(90,354 )	(2,490 )	-	-	(2,490 )
Cash
dividends declared on
common
stock	-	-	(3,939 )	-	(3,939 )
Restricted
stock units exercised	7,398	207			207
Net
earnings	-	-	14,067	-	14,067
Change
in accumulated other
comprehensive
income,
net
of tax	-	-	-	2,658	2,658
Balance,
December 31, 2019	5,912,300	$ 59,813	70,663	3,644	134,120
Common
stock repurchase	(126,800 )	(2,999 )	-	-	(2,999 )
Cash
dividends declared on
common
stock	-	-	(4,392 )	-	(4,392 )
Restricted
stock units exercised	2,004	57			57
Net
earnings	-	-	11,357	-	11,357
Change
in accumulated other
comprehensive
income,
net
of tax	-	-	-	1,756	1,756
Balance,
December 31, 2020	5,787,504	$ 56,871	77,628	5,400	139,899

See accompanying Notes to Consolidated Financial Statements.

A-32

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

	2020	2019	2018
Cash
flows from operating activities:
Net
earnings	$ 11,357	14,067	13,382
Adjustments
to reconcile net earnings to
net
cash provided by operating activities:
Depreciation,
amortization and accretion	4,183	3,964	4,571
Provision
for loan losses	4,259	863	790
Deferred
income taxes	(560 )	164	78
Gain
on sale of investment securities	(2,639 )	(226 )	(15 )
Gain
on sale of other real estate	-	(6 )	(17 )
Write-down
of other real estate	47	17	-
(Gain)
loss on sale and writedowns of premises and equipment	-	239	(544 )
Restricted
stock expense	27	270	85
Proceeds
from sales of loans held for sale	112,426	56,364	35,922
Origination
of loans held for sale	(117,148 )	(60,101 )	(35,745 )
Change
in:
Cash
surrender value of life insurance	(380 )	(383 )	(384 )
Right
of use lease asset	199	787	-
Other
assets	(382 )	952	(3,695 )
Lease
liability	(176 )	(762 )	-
Other
liabilities	(2,051 )	(3,012 )	2,759
Net
cash provided by operating activities	9,162	13,197	17,187
Cash
flows from investing activities:
Purchases
of investment securities available for sale	(127,893 )	(54,212 )	(34,692 )
Proceeds
from sales, calls and maturities of investment
securities
available
for sale	62,408	40,561	48,241
Proceeds
from paydowns of investment securities available for
sale	19,169	14,489	15,556
Purchases
of other investments	(45 )	(45 )	(2,611 )
Proceeds
from paydowns of other investment securities	176	176	117
Net
change in FHLB stock	(55 )	(1 )	(4 )
Net
change in loans	(99,971 )	(46,505 )	(45,094 )
Purchases
of premises and equipment	(2,492 )	(2,835 )	(1,742 )
Purchases
of bank owned life insurance	(269 )	-	-
Proceeds
from sale of premises and equipment	-	149	1,410
Proceeds
from sale of other real estate and repossessions	-	42	232
Net
cash used by investing activities	(148,972 )	(48,181 )	(18,587 )
Cash
flows from financing activities:
Net
change in deposits	254,569	89,304	(29,739 )
Net
change in securities sold under agreement to
repurchase	1,980	(33,874 )	20,338
Proceeds
from FHLB borrowings	70,000	184,500	-
Repayments
of FHLB borrowings	(70,000 )	(184,500 )	-
Proceeds
from FRB borrowings	1	1	1
Repayments
of FRB borrowings	(1 )	(1 )	(1 )
Proceeds
from Fed Funds Purchased	7,011	100,252	4,277
Repayments
of Fed Funds Purchased	(7,011 )	(100,252 )	(4,277 )
Repayments
of Junior Subordinated Debentures	(155 )	(5,000 )	-
Common
stock repurchased	(2,999 )	(2,490 )	-
Cash
dividends paid on common stock	(4,392 )	(3,939 )	(3,133 )
Net
cash (used) provided by financing activities	249,003	44,001	(12,534 )
Net
change in cash and cash equivalents	109,193	9,017	(13,934 )
Cash
and cash equivalents at beginning of period	52,387	43,370	57,304
Cash
and cash equivalents at end of period	$ 161,580	52,387	43,370

A-33

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Consolidated Statements of Cash Flows, continued

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

	2020	2019	2018
Supplemental
disclosures of cash flow information:
Cash
paid during the year for:
Interest	$ 3,856	3,750	2,128
Income
taxes	$ 2,781	3,206	1,163
Noncash
investing and financing activities:
Change
in unrealized gain on investment securities
available
for sale, net	$ 1,756	2,658	(2,607 )
Transfer
of loans to other real estate	$ 175	26	124
Issuance
of accrued restricted stock units	$ 57	207	-
Recognition
of lease right of use asset and lease liability	$ 942	4,401	-

See accompanying Notes to Consolidated Financial Statements.

A-34

PEOPLES BANCORP OF NORTH CAROLINA, INC.

Notes to Consolidated Financial Statements

(1)

Summary of Significant Accounting Policies

Organization

Peoples Bancorp of North Carolina, Inc. (“Bancorp”) received regulatory approval to operate as a bank holding company on July 22, 1999, and became effective August 31, 1999. Bancorp is primarily regulated by the Board of Governors of the Federal Reserve System, and serves as the one-bank holding company for Peoples Bank (the “Bank”).

The Bank commenced business in 1912 upon receipt of its banking charter from the North Carolina Commissioner of Banks (the “Commissioner”). The Bank is primarily regulated by the Commissioner and the Federal Deposit Insurance Corporation (the “FDIC”) and undergoes periodic examinations by these regulatory agencies. The Bank, whose main office is in Newton, North Carolina, provides a full range of commercial and consumer banking services primarily in Catawba, Alexander, Lincoln, Mecklenburg, Iredell and Wake counties in North Carolina.

Peoples Investment Services, Inc. (“PIS”) is a wholly owned subsidiary of the Bank and began operations in 1996 to provide investment and trust services through agreements with an outside party.

Real Estate Advisory Services, Inc. (“REAS”) is a wholly owned subsidiary of the Bank and began operations in 1997 to provide real estate appraisal and property management services to individuals and commercial customers of the Bank.

Community Bank Real Estate Solutions, LLC (“CBRES”) is a wholly owned subsidiary of the Bank and began operations in 2009 as a “clearing house” for appraisal services for community banks. Other banks are able to contract with CBRES to find and engage appropriate appraisal companies in the area where the property is located. In 2019, the Company launched PB Insurance Agency, which is part of CBRES.

PB Real Estate Holdings, LLC (“PBREH”) is a wholly owned subsidiary of the Bank and began operation in 2015. PBREH acquires, manages and disposes of real property, other collateral and other assets obtained in the ordinary course of collecting debts previously contracted.

Principles of Consolidation

The consolidated financial statements include the financial statements of Bancorp and its wholly owned subsidiary, the Bank, along with the Bank’s wholly owned subsidiaries, PIS, REAS, CBRES and PBREH (collectively called the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accounting principles followed by the Company, and the methods of applying these principles, conform with accounting principles generally accepted in the United States of America (“GAAP”) and with general practices in the banking industry. In preparing the financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ significantly from these estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determination of the allowance for loan losses and valuation of real estate acquired in connection with or in lieu of foreclosure on loans.

Cash and Cash Equivalents

Cash, due from banks, interest-bearing deposits and federal funds sold are considered cash and cash equivalents for cash flow reporting purposes.

A-35

Investment Securities

There are three classifications the Company is able to classify its investment securities: trading, available for sale, or held to maturity. Trading securities are bought and held principally for sale in the near term. Held to maturity securities are those securities for which the Company has the ability and intent to hold until maturity. All other securities not included in trading or held to maturity are classified as available for sale. At December 31, 2020 and 2019, the Company classified all of its investment securities as available for sale.

Available for sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, are excluded from earnings and are reported as a separate component of shareholders’ equity until realized.

Management evaluates investment securities for other-than-temporary impairment on a quarterly basis. A decline in the market value of any investment below cost that is deemed other-than-temporary is charged to earnings for the decline in value deemed to be credit related and a new cost basis in the security is established. The decline in value attributed to non-credit related factors is recognized in comprehensive income.

Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to the yield. Realized gains and losses for securities classified as available for sale are included in earnings and are derived using the specific identification method for determining the cost of securities sold.

Other Investments

Other investments include equity securities with no readily determinable fair value. These investments are carried at cost.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity are reported at the principal amount outstanding, net of the allowance for loan losses. Interest on loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. The recognition of certain loan origination fee income and certain loan origination costs is deferred when such loans are originated and amortized over the life of the loan.

A loan is impaired when, based on current information and events, it is probable that all amounts due according to the contractual terms of the loan will not be collected. Impaired loans are measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, or at the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.

Accrual of interest is discontinued on a loan when management believes, after considering economic conditions and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful. Interest previously accrued but not collected is reversed against current period earnings.

Allowance for Loan Losses

●

the Bank’s loan loss experience;

●

the amount of past due and non-performing loans;

●

specific known risks;

●

the status and amount of other past due and non-performing assets;

●

underlying estimated values of collateral securing loans;

●

current and anticipated economic conditions; and

●

other factors which management believes affect the allowance for potential credit losses.

Management uses several measures to assess and monitor the credit risks in the loan portfolio, including a loan grading system that begins upon loan origination and continues until the loan is collected or collectability becomes doubtful. Upon loan origination, the Bank’s originating loan officer evaluates the quality of the loan and assigns one of eight risk grades. The loan officer monitors the loan’s performance and credit quality and makes changes to the credit grade as conditions warrant. When originated or renewed, all loans over a certain dollar amount receive in-depth reviews and risk assessments by the Bank’s Credit Administration. Before making any changes in these risk grades, management considers assessments as determined by the third party credit review firm (as described below), regulatory examiners and the Bank’s Credit Administration. Any issues

A-36

regarding the risk assessments are addressed by the Bank’s senior credit administrators and factored into management’s decision to originate or renew the loan. The Bank’s Board of Directors reviews, on a monthly basis, an analysis of the Bank’s reserves relative to the range of reserves estimated by the Bank’s Credit Administration.

As an additional measure, the Bank engages an independent third party to review the underwriting, documentation and risk grading analyses. This independent third party reviews and evaluates loan relationships greater than or equal to $1.0 million as well as a sample of commercial relationships with exposures below $1.0 million, excluding loans in default, and loans in process of litigation or liquidation. The third party’s evaluation and report is shared with management and the Bank’s Board of Directors.

A-37

December 31, 2019. Revisions, estimates and assumptions may be made in any period in which the supporting factors indicate that loss levels may vary from the previous estimates.

Effective December 31, 2012, certain mortgage loans from the former Banco division of the Bank were analyzed separately from other single family residential loans in the Bank’s loan portfolio. These loans are first mortgage loans made to the Latino market, primarily in Mecklenburg, North Carolina and surrounding counties. These loans are non-traditional mortgages in that the customer normally did not have a credit history, so all credit information was accumulated by the loan officers.

PPP loans are excluded from the allowance for loan losses as PPP loans are 100 percent guaranteed by the SBA.

Mortgage Banking Activities

Mortgage banking income represents income from the sale of mortgage loans and fees received from borrowers and loan investors related to the Bank’s origination of single-family residential mortgage loans.

Mortgage loans serviced for others are not included in the accompanying balance sheets. The unpaid principal balances of mortgage loans serviced for others was approximately $578,000, $729,000 and $866,000 at December 31, 2020, 2019 and 2018, respectively.

The Bank originates certain fixed rate mortgage loans and commits these loans for sale. The commitments to originate fixed rate mortgage loans and the commitments to sell these loans to a third party are both derivative contracts. The fair value of these derivative contracts is immaterial and has no effect on the recorded amounts in the financial statements.

Mortgage loans held for sale are carried at lower of aggregate cost or market value. The cost of mortgage loans held for sale approximates the market value.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. When assets are retired or otherwise disposed, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is reflected in earnings for that period. The cost of maintenance and repairs that do not improve or extend the useful life of the respective asset is charged to earnings as incurred, whereas significant renewals and improvements are capitalized. The range of estimated useful lives for premises and equipment are generally as follows:

| Buildings
and improvements | 10
- 50 years |
| --- | --- |
| Furniture
and equipment | 3 -
10 years |

Other Real Estate

Foreclosed assets include all assets received in full or partial satisfaction of a loan. Foreclosed assets are reported at fair value less estimated selling costs. Any write-downs at the time of foreclosure are charged to the allowance for loan losses. Subsequent to foreclosure, valuations are periodically performed by management, and a valuation allowance is established if fair value less estimated selling costs declines below carrying value. Costs relating to the development and improvement of the property are capitalized. Revenues and expenses from operations are included in other expenses. Changes in the valuation allowance are included in loss on sale and write-down of other real estate.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the

A-38

extent that the realization of such benefits is more likely than not to occur. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities 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 tax expense in the period that includes the enactment date.

In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities results in a deferred tax asset, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In assessing the realizability of a deferred tax asset, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies.

Tax effects from an uncertain tax position can be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Previously recognized tax positions that no longer meet the more likely than not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company assessed the impact of this guidance and determined that it did not have a material impact on the Company’s financial position, results of operations or disclosures.

Derivative Financial Instruments and Hedging Activities

In the normal course of business, the Company enters into derivative contracts to manage interest rate risk by modifying the characteristics of the related balance sheet instruments in order to reduce the adverse effect of changes in interest rates. All material derivative financial instruments are recorded at fair value in the financial statements. The fair value of derivative contracts related to the origination of fixed rate mortgage loans and the commitments to sell these loans to a third party is immaterial and has no effect on the recorded amounts in the financial statements.

The disclosure requirements for derivatives and hedging activities have the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The disclosure requirements include qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of, and gains and losses on, derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

On the date a derivative contract is entered into, the Company designates the derivative as a fair value hedge, a cash flow hedge, or a trading instrument. Changes in the fair value of instruments used as fair value hedges are accounted for in the earnings of the period simultaneous with accounting for the fair value change of the item being hedged. Changes in the fair value of the effective portion of cash flow hedges are accounted for in other comprehensive income rather than earnings. Changes in the fair value of instruments that are not intended as a hedge are accounted for in the earnings of the period of the change.

If a derivative instrument designated as a fair value hedge is terminated or the hedge designation removed, the difference between a hedged item’s then carrying amount and its face amount is recognized into income over the original hedge period. Likewise, if a derivative instrument designated as a cash flow hedge is terminated or the hedge designation removed, related amounts accumulated in other accumulated comprehensive income are reclassified into earnings over the original hedge period during which the hedged item affects income.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

A-39

The Company formally documents all hedging relationships, including an assessment that the derivative instruments are expected to be highly effective in offsetting the changes in fair values or cash flows of the hedged items.

Advertising Costs

Advertising costs are expensed as incurred.

Stock-Based Compensation

The Company has an Omnibus Stock Ownership and Long Term Incentive Plan that was approved by shareholders on May 7, 2009 (the “2009 Plan”) whereby certain stock-based rights, such as stock options, restricted stock, restricted stock units, performance units, stock appreciation rights or book value shares, may be granted to eligible directors and employees. The 2009 Plan expired on May 7, 2019 but still governs the rights and obligations of the parties for grants made thereunder. As of December 31, 2020, there were no outstanding shares under the 2009 Plan.

The Company granted 16,583 restricted stock units under the 2009 Plan at a grant date fair value of $16.34 per share during the first quarter of 2015. The Company granted 5,544 restricted stock units under the 2009 Plan at a grant date fair value of $16.91 per share during the first quarter of 2016. The Company granted 4,114 restricted stock units under the 2009 Plan at a grant date fair value of $25.00 per share during the first quarter of 2017. The Company granted 3,725 restricted stock units under the 2009 Plan at a grant date fair value of $31.43 per share during the first quarter of 2018. The Company granted 5,290 restricted stock units under the 2009 Plan at a grant date fair value of $28.43 per share during the first quarter of 2019. The number of restricted stock units granted and grant date fair values for the restricted stock units granted in 2015 through 2017 have been restated to reflect the 10% stock dividend that was paid in the fourth quarter of 2017. The Company recognizes compensation expense on the restricted stock units over the period of time the restrictions are in place (four years from the grant date for the 2015, 2016, 2017, 2018 and 2019 grants). The amount of expense recorded each period reflects the changes in the Company’s stock price during such period. As of December 31, 2020, the total unrecognized compensation expense related to the restricted stock unit grants under the 2009 Plan was $89,000.

The Company also has an Omnibus Stock Ownership and Long Term Incentive Plan that was approved by shareholders on May 7, 2020 (the “2020 Plan”) whereby certain stock-based rights, such as stock options, restricted stock, restricted stock units, performance units, stock appreciation rights or book value shares, may be granted to eligible directors and employees. A total of 292,365 shares are currently reserved for possible issuance under the 2020 Plan. All stock-based rights under the 2020 Plan must be granted or awarded by May 7, 2030 (or ten years from the 2020 Plan effective date).

The Company granted 7,635 restricted stock units under the 2020 Plan at a grant date fair value of $17.08 per share during the second quarter of 2020. The Company recognizes compensation expense on the restricted stock units over the period of time the restrictions are in place (four years from the grant date for 2020 grants). As of December 31, 2020, the total unrecognized compensation expense related to the restricted stock unit grants under the 2020 Plan was $146,000.

The Company recognized compensation expense for restricted stock units granted under the 2009 Plan and 2020 Plan of $27,000 for the year ended December 31, 2020. The Company recognized compensation expense for restricted stock units granted under the 2009 Plan of $270,000 and $85,000 for the years ended December 31, 2019 and 2018, respectively.

Net Earnings Per Share

Net earnings per common share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per common share. The average market price during the year is used to compute equivalent shares.

The reconciliations of the amounts used in the computation of both “basic earnings per common share” and “diluted earnings per common share” for the years ended December 31, 2020, 2019 and 2018 are as follows:

A-40

For the year ended December 31, 2020

| | Net
Earnings (Dollars in thousands) | Weighted
Average Number of Shares | Per
Share Amount |
| --- | --- | --- | --- |
| Basic
earnings per share | $ 11,357 | 5,808,121 | $ 1.95 |
| Effect
of dilutive securities: | | | |
| Restricted
stock units | - | 14,203 | |
| Diluted
earnings per share | $ 11,357 | 5,822,324 | $ 1.95 |

For the year ended December 31, 2019

| | Net
Earnings (Dollars in thousands) | Weighted
Average Number of Shares | Per
Share Amount |
| --- | --- | --- | --- |
| Basic
earnings per share | $ 14,067 | 5,941,873 | $ 2.37 |
| Effect
of dilutive securities: | | | |
| Restricted
stock units | - | 25,438 | |
| Diluted
earnings per share | $ 14,067 | 5,967,311 | $ 2.36 |

For the year ended December 31, 2018

| | Net
Earnings (Dollars in thousands) | Weighted
Average Number of Shares | Per
Share Amount |
| --- | --- | --- | --- |
| Basic
earnings per share | $ 13,382 | 5,995,256 | $ 2.23 |
| Effect
of dilutive securities: | | | |
| Restricted
stock units | - | 20,240 | |
| Diluted
earnings per share | $ 13,382 | 6,015,496 | $ 2.22 |

Revenue Recognition

The Company has applied ASU 2014-09 using a modified retrospective approach. The Company’s revenue is comprised of net interest income and noninterest income. The scope of ASU 2014-09 explicitly excludes net interest income as well as many other revenues for financial assets and liabilities including loans, leases, securities, and derivatives. Accordingly, the majority of the Company’s revenues are not affected. Appraisal management fee income and expense from the Bank’s subsidiary, CBRES, was reported as a net amount prior to March 31, 2018, which was included in miscellaneous non-interest income. This income and expense is now reported on separate line items under non-interest income and non-interest expense. See below for additional information related to revenue generated from contracts with customers.

Revenue and Method of Adoption

The majority of the Company’s revenue is derived primarily from interest income from receivables (loans) and securities. Other revenues are derived from fees received in connection with deposit accounts, investment advisory, and appraisal services. On January 1, 2018, the Company adopted the requirements of ASU 2014-09. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company adopted ASU 2014-09 using the modified retrospective transition approach which does not require restatement of prior periods. The method was selected as there were no material changes in the timing of revenue recognition resulting in no comparability issues with prior periods. This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of, and reason for, the change, which is solely a result of the adoption of the required standard. When applying the modified retrospective approach under ASU 2014-09, the Company has elected, as a practical expedient, to apply this approach only to contracts that were not completed as of January 1, 2018. A completed contract is considered to be a contract for which all (or substantially all) of the revenue was recognized in accordance with revenue guidance that was in effect before January 1, 2018. There were no uncompleted contracts as of January 1, 2018 for which application of the new standard required an adjustment to retained earnings.

A-41

The following disclosures involve the Company’s material income streams derived from contracts with customers which are within the scope of ASU 2014-09. Through the Company’s wholly-owned subsidiary, PIS, the Company contracts with a registered investment advisor to perform investment advisory services on behalf of the Company’s customers. The Company receives commissions from this third party investment advisor based on the volume of business that the Company’s customers do with such investment advisor. Total revenue recognized from these contracts was $896,000, $876,000 and $823,000 for the years ended December 31, 2020, 2019 and 2018, respectively. The Company utilizes third parties to contract with the Company’s customers to perform debit and credit card clearing services. These third parties pay the Company commissions based on the volume of transactions that they process on behalf of the Company’s customers. Total revenue recognized from these contracts with these third parties was $4.2 million, $4.1 million and $3.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. Through the Company’s wholly-owned subsidiary, REAS, the Company provides property appraisal services for negotiated fee amounts on a per appraisal basis. Total revenue recognized from these contracts with customers was $828,000, $692,000 and $597,000 for the years ended December 31, 2020, 2019 and 2018, respectively. Through the Company’s wholly-owned subsidiary, CBRES, the Company provides appraisal management services. Total revenue recognized from these contracts with customers was $6.8 million, $4.5 million and $3.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Due to the nature of the Company’s relationship with the customers that the Company provides services, the Company does not incur costs to obtain contracts and there are no material incremental costs to fulfill these contracts that should be capitalized.

Disaggregation of Revenue . The Company’s portfolio of services provided to the Company’s customers consists of over 50,000 active contracts. The Company has disaggregated revenue according to timing of the transfer of service. Total revenue for the year ended December 31, 2020 derived from contracts in which services are transferred at a point in time was approximately $8.1 million. None of the Company’s revenue is derived from contracts in which services are transferred over time. Revenue is recognized as the services are provided to the customers. Economic factors, such as the financial stress impacting businesses and individuals as a result of the novel coronavirus (“COVID-19”) pandemic, could affect the nature, amount, and timing of these cash flows, as unfavorable economic conditions could impair a customers’ ability to provide payment for services. For the Company’s deposit contracts, this risk is mitigated as the Company generally deducts payments from customers’ accounts as services are rendered. For the Company’s appraisal services, the risk is mitigated in that the appraisal is not released until payment is received.

Contract Balances . The timing of revenue recognition, billings, and cash collections results in billed accounts receivable on the balance sheet. Most contracts call for payment by a charge or deduction to the respective customer account but there are some that require a receipt of payment from the customer. For fee per transaction contracts, the customers are billed as the transactions are processed. The Company has no contracts in which customers are billed in advance for services to be performed. These types of contracts would create contract liabilities or deferred revenue, as the customers pay in advance for services. There are no contract liabilities or accounts receivables balances that are material to the Company’s balance sheet.

Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASU 2014-09. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Performance obligations are satisfied as the service is provided to the customer at a point in time. There are no significant financing components in the Company’s contracts. Excluding deposit and appraisal service revenues which are primarily billed at a point in time as a fee for services incurred, all other contracts within the scope of ASU 2014-09 contain variable consideration in that fees earned are derived from market values of accounts which determine the amount of consideration to which the Company is entitled. The variability is resolved when the services are provided. The contracts do not include obligations for returns, refunds, or warranties. The contracts are specific to the amounts owed to the Company for services performed during a period should the contracts be terminated.

Significant Judgements . All of the Company’s contracts create performance obligations that are satisfied at a point in time excluding some immaterial deposit revenues. Revenue is recognized as services are billed to the customers. Variable consideration does exist for contracts related to the Company’s contract with its registered investment advisor as some revenues earned pursuant to that contract are based on market values of accounts at the end of the period.

A-42

Recent Accounting Pronouncements

The following tables provide a summary of Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that the Company has recently adopted.

Recently Adopted Accounting Guidance

| ASU | Description | Effective
Date | Effect
on Financial Statements or Other Significant Matters |
| --- | --- | --- | --- |
| ASU
2016-02: Leases | Increases
transparency and comparability among organizations by recognizing
lease assets and lease liabilities on the balance sheet and
disclosing key information about leasing arrangements. | January
1, 2019 | See
section titled "ASU 2016-02" below for a description of the effect
on the Company’s results of operations, financial position
and disclosures. |
| ASU
2017-08: Premium Amortization on Purchased Callable Debt
Securities | Amended
the requirements related to the amortization period for certain
purchased callable debt securities held at a premium. | January
1, 2019 | The
adoption of this guidance did not have a material impact on the
Company’s results of operations, financial position or
disclosures. |
| ASU
2018-11: Leases (Topic 842): Targeted Improvements | Intended
to reduce costs and ease implementation of ASU
2016-02. | January
1, 2019 | The
adoption of this guidance did not have a material impact on the
Company’s results of operations, financial position or
disclosures. |
| ASU
2018-20: Narrow- Scope Improvements for Lessors | Provides
narrow-scope improvements for lessors, that provide relief in the
accounting for sales, use and similar taxes, the accounting for
other costs paid by a lessee that may benefit a lessor, and
variable payments when contracts have lease and non-lease
components. | January
1, 2019 | See
comments for ASU 2016-02 below. |
| ASU
2019-07: Codification Updates to SEC Sections | Guidance
updated for various Topics of the ASC to align the guidance in
various SEC sections of the ASC with the requirements of certain
SEC final rules. | Effective
upon issuance | The
adoption of this guidance did not have a material impact on the
Company’s results of operations, financial position or
disclosures. |

| ASU | Description | Effective
Date | Effect
on Financial Statements or Other Significant Matters |
| --- | --- | --- | --- |
| ASU
2018-13: Disclosure Framework—Changes to the Disclosure
Requirements for Fair Value Measurement (Topic 820) | Updates
the disclosure requirements on fair value measurements in ASC 820,
Fair Value Measurement. | January
1, 2020 | The
adoption of this guidance did not have a material impact on the
Company’s results of operations, financial position or
disclosures. |
| ASU
2018-18: Clarifying the Interaction between Topic 808 and Topic
606 | Clarifies
the interaction between the guidance for certain collaborative
arrangements and the new revenue recognition financial accounting
and reporting standard. | January
1, 2020 Early adoption permitted | The
adoption of this guidance did not have a material impact on the
Company’s results of operations, financial position or
disclosures. |
| ASU
2018-19: Leases (Topic 842): Codification Improvements | Provides
guidance to address concerns companies had raised about an
accounting exception they would lose when assessing the fair value
of underlying assets under the leases standard and clarify that
lessees and lessors are exempt from a certain interim disclosure
requirement associated with adopting the new standard. | January
1, 2020 | The
adoption of this guidance did not have a material impact on the
Company’s results of operations, financial position or
disclosures. |

ASU 2016-02

On January 1, 2019, the Company adopted the requirements of ASU 2016-02, Leases (Topic 842). Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Targeted Improvements. The purpose of Topic 842 is to increase transparency and comparability between organizations that enter into lease agreements. The key difference of Topic 842 from the previous guidance (Topic 840) is the recognition of a right-of-use (“ROU”) asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the previous guidance. Topic 842 states that a contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company reviewed its material non-real estate contracts to determine if they included a lease and did not note any that would need to be considered under Topic 842. The Company’s lease agreements in which Topic 842 has been applied are primarily for retail branch real estate properties. These real estate leases have lease terms from less than 12 months to leases with options up to 15 years, and payment terms vary with some being fixed payments or based on a fixed annual increase while others are variable and the annual increases are based on market rates or other indexes.

A-43

Initially transition from Topic 840 to Topic 842 required a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11, which, among other things, provided an additional transition method that would allow entities to not apply the initial guidance of ASU 2016-02 to the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company chose the transition method of adoption provided by ASU 2018-11, therefore, the Company has applied this standard to all existing leases as of the adoption date of January 1, 2019, recording a ROU asset and a lease liability and a cumulative-effect adjustment to the opening balance of retained earnings (if applicable) in the period of adoption. With this transition method, comparative prior period disclosures will be under the previous accounting guidance for leases (Topic 840). This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of and reason for the change, which is solely a result of the adoption of the required standard.

Topic 842 provides a package of practical expedients in applying the lease standard to be chosen at the date of adoption. The Company has chosen to elect the package of practical expedients provided under ASU 2016-02 whereby it will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. The Company has also chosen not to apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). The Company will account for lease and non-lease components separately because such amounts are readily determinable under its lease contracts. Additionally, the Company has chosen to elect the use of hindsight, when applicable, in determining the lease term, in assessing the likelihood that a lessee purchase option will be exercised; and in assessing the impairment of ROU assets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determined that all of its leases are classified as operating leases under Topic 842. For operating and finance leases, lease liabilities are initially measured at commencement date based on the present value of lease payments not yet paid, discounted using the discount rate for the lease at the lease commencement date over the lease term. For operating and finance leases, ROU assets are measured at the commencement date as the amount of the initial liability, adjusted for lease payments made to the lessor at or before commencement date, minus incentives; and for any initial direct costs incurred by the lessee. Based on the transition method that the Company has chosen to follow, the initial application date of the lease term for all existing leases is January 1, 2019.

For operating leases, after lease commencement, the lease liability is recorded at the present value of the unpaid lease payments discounted at the discount rate for the lease established at the commencement date. Lease expense is determined by the sum of the lease payments to be recognized on a straight-line basis over the lease term. The ROU asset is subsequently amortized as the difference between the straight line lease cost for the period and the periodic accretion of the lease liability. The lease term used for the calculation of the initial operating ROU asset and lease liability will include the initial lease term in addition to one renewal option the Company thinks it is reasonably certain to exercise or incur. Regarding the discount rate, Topic 842 requires that the implicit rate within the lease agreement be used if available. If not available, the Company should use its incremental borrowing rate in effect at the time of the lease commencement date. The Company utilized Federal Home Loan Bank (“FHLB”) Atlanta’s Fixed Rate Credit rates for terms consistent with the Company’s lease terms.

The Company recorded operating ROU assets and operating lease liabilities of $4.4 million and $4.4 million, respectively at the commencement date of January 1, 2019. The Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. The adoption of ASU 2016-02 did not have a material impact on the Company’s results of operations, financial position or disclosures.

A director of the Company has a membership interest in a company that previously leased two branch facilities to the Bank. The Bank purchased these branch facilities in September 2020.The Bank’s lease payments for these facilities totaled $173,000 and $231,000 for the years ended December 31, 2020 and 2019, respectively.

The following tables provide a summary of ASU’s issued by the FASB that the Company has not adopted as of December 31, 2020, which may impact the Company’s financial statements.

A-44

Recently Issued Accounting Guidance Not Yet Adopted

| ASU | Description | Effective
Date | Effect
on Financial Statements or Other Significant Matters |
| --- | --- | --- | --- |
| ASU
2016-13: Measurement of Credit Losses on Financial
Instruments | Provides
guidance to change the accounting for credit losses and modify the
impairment model for certain debt securities. | See
ASU 2019-10 below. | The
Company will apply this guidance through a cumulative-effect
adjustment to retained earnings as of the beginning of the year of
adoption. The Company is still evaluating the impact of this
guidance on its consolidated financial statements. The Company has
formed a Current Expected Credit Losses (“CECL”)
committee and implemented a model from a third-party vendor for
running CECL calculations. The Company is currently developing CECL
model assumptions and comparing results to current allowance for
loan loss calculations. The Company plans to run parallel
calculations leading up to the effective date of this guidance to
ensure it is prepared for implementation by the effective date. In
addition to the Company’s allowance for loan losses, it will
also record an allowance for credit losses on debt securities
instead of applying the impairment model currently utilized. The
amount of the adjustments will be impacted by each
portfolio’s composition and credit quality at the adoption
date as well as economic conditions and forecasts at that
time. |
| ASU
2018-14: Disclosure Framework—Changes to the Disclosure
Requirements for Defined Benefit Plans (Subtopic
715-20) | Updates
disclosure requirements for employers that sponsor defined benefit
pension or other postretirement plans. | January
1, 2021 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |

| ASU | Description | Effective
Date | Effect
on Financial Statements or Other Significant Matters |
| --- | --- | --- | --- |
| ASU
2018-19: Codification Improvements to Topic 326, Financial
Instruments—Credit Losses | Aligns
the implementation date of the topic for annual financial
statements of nonpublic companies with the implementation date for
their interim financial statements. The guidance also clarifies
that receivables arising from operating leases are not within the
scope of the topic, but rather, should be accounted for in
accordance with the leases topic. | See
ASU 2019-10 below. | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. See ASU 2016-13 above. |
| ASU
2019-04: Codification Improvements to Topic 326, Financial
Instruments—Credit Losses, Topic 815, Derivatives and
Hedging, and Topic 825, Financial Instruments | Addresses
unintended issues accountants flagged when implementing ASU
2016-01, Recognition and Measurement of Financial Assets and
Financial Liabilities, ASU 2016-13, Measurement of Credit Losses on
Financial Instruments, and ASU 2017-12, Targeted Improvements to
Accounting for Hedging Activities. | See
ASU 2019-10 below. | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. See ASU 2016-13 above. |
| ASU
2019-05: Financial Instruments—Credit Losses (Topic 326):
Targeted Transition Relief | Guidance
to provide entities with an option to irrevocably elect the fair
value option, applied on an instrument-by-instrument basis for
eligible instruments, upon adoption of ASU 2016-13, Measurement of
Credit Losses on Financial Instruments. | See
ASU 2019-10 below. | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. See ASU 2016-13 above. |
| ASU
2019-10: Financial Instruments—Credit Losses (Topic 326),
Derivatives and Hedging (Topic 815), and Leases (Topic 842):
Effective Dates | Guidance
to defer the effective dates for private companies, not-for-profit
organizations, and certain smaller reporting companies applying
standards on current expected credit losses (CECL), leases,
hedging. | January
1, 2023 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |
| ASU
2019-11: Codification Improvements to Topic 326, Financial
Instruments—Credit Losses | Guidance
that addresses issues raised by stakeholders during the
implementation of ASU 2016-13, Financial Instruments—Credit
Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments. The amendments affect a variety of Topics in the
ASC. | January
1, 2023 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |

A-45

| ASU
2019-12: Income Taxes (Topic 740): Simplifying the Accounting for
Income Taxes | Guidance
to simplify accounting for income taxes by removing specific
technical exceptions that often produce information investors have
a hard time understanding. The amendments also improve consistent
application of and simplify GAAP for other areas of Topic 740 by
clarifying and amending existing guidance. | January
1, 2021 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |
| --- | --- | --- | --- |
| ASU
2020-01: Investments—Equity Securities (Topic 321),
Investments—Equity Method and Joint Ventures (Topic 323), and
Derivatives and Hedging (Topic 815)—Clarifying the
Interactions between Topic 321, Topic 323, and Topic 815 (a
consensus of the FASB Emerging Issues Task Force) | Guidance
to clarify the interaction of the accounting for equity securities
under Topic 321 and investments accounted for under the equity
method of accounting in Topic 323 and the accounting for certain
forward contracts and purchased options accounted for under Topic
815. | January
1, 2021 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |

| ASU | Description | Effective
Date | Effect
on Financial Statements or Other Significant Matters |
| --- | --- | --- | --- |
| ASU
2020-02: Financial Instruments—Credit Losses (Topic 326) and
Leases (Topic 842)—Amendments to SEC Paragraphs Pursuant to
SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on
Effective Date Related to Accounting Standards Update No. 2016-02,
Leases (Topic 842) (SEC Update) | Guidance
to add and amend SEC paragraphs in the Accounting Standards
Codification to reflect the issuance of SEC Staff Accounting
Bulletin No. 119 related to the new credit losses standard and
comments by the SEC staff related to the revised effective date of
the new leases standard. | Effective
upon issuance | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |
| ASU
2020-03: Codification Improvements to Financial
Instruments | Guidance
to clarify that the contractual term of a net investment in a
lease, determined in accordance with the leases standard, should be
the contractual term used to measure expected credit losses under
ASC 326. | January
1, 2023 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |
| ASU
2020-04: Reference Rate Reform (Topic 848): Facilitation of the
Effects of Reference Rate Reform on Financial
Reporting | Guidance
that provides optional expedients and exceptions for applying GAAP
to contract modifications and hedging relationships, subject to
meeting certain criteria, that reference LIBOR or another reference
rate expected to be discontinued. The ASU is intended to help
stakeholders during the global market-wide reference rate
transition period. Therefore, it will be in effect for a limited
time through December 31, 2022. | March
12, 2020 through December 31, 2022 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |
| ASU
2020-06: Debt—Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging—Contracts in
Entity’s Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity’s Own
Equity | Guidance
to improve financial reporting associated with accounting for
convertible instruments and contracts in an entity’s own
equity. | January
1, 2022 | The
adoption of this guidance is not expected to have a material impact
on the Company’s results of operations, financial position or
disclosures. |

A-46

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

Reclassification

Certain amounts in the 2019 and 2018 consolidated financial statements have been reclassified to conform to the 2020 presentation.

(2)

Investment Securities

Investment securities available for sale at December 31, 2020 and 2019 are as follows:

(Dollars in thousands)

| | December
31, 2020 — Amortized
Cost | Gross
Unrealized Gains | Gross
Unrealized Losses | Estimated
Fair Value |
| --- | --- | --- | --- | --- |
| Mortgage-backed
securities | $ 143,095 | 2,812 | 593 | 145,314 |
| U.S.
Government | | | | |
| sponsored
enterprises | 7,384 | 331 | 208 | 7,507 |
| State
and political subdivisions | 87,757 | 4,758 | 87 | 92,428 |
| Total | $ 238,236 | 7,901 | 888 | 245,249 |

(Dollars in thousands)

| | December
31, 2019 — Amortized
Cost | Gross
Unrealized Gains | Gross
Unrealized Losses | Estimated
Fair Value |
| --- | --- | --- | --- | --- |
| Mortgage-backed
securities | $ 77,812 | 1,371 | 227 | 78,956 |
| U.S.
Government | | | | |
| sponsored
enterprises | 28,265 | 443 | 311 | 28,397 |
| State
and political subdivisions | 84,686 | 3,657 | 200 | 88,143 |
| Trust
preferred securities | 250 | - | - | 250 |
| Total | $ 191,013 | 5,471 | 738 | 195,746 |

The current fair value and associated unrealized losses on investments in debt securities with unrealized losses at December 31, 2020 and 2019 are summarized in the tables below, with the length of time the individual securities have been in a continuous loss position.

(Dollars in thousands)

| | December
31, 2020 — Less
than 12 Months | | 12
Months or More | | Total | |
| --- | --- | --- | --- | --- | --- | --- |
| | Fair
Value | Unrealized
Losses | Fair
Value | Unrealized
Losses | Fair
Value | Unrealized
Losses |
| Mortgage-backed
securities | $ 80,827 | 565 | 4,762 | 28 | 85,589 | 593 |
| U.S.
Government | | | | | | |
| sponsored
enterprises | - | - | 4,193 | 208 | 4,193 | 208 |
| State
and political subdivisions | 7,126 | 87 | - | - | 7,126 | 87 |
| Total | $ 87,953 | 652 | 8,955 | 236 | 96,908 | 888 |

A-47

(Dollars in thousands)

| | December
31, 2019 — Less
than 12 Months | | 12
Months or More | | Total | |
| --- | --- | --- | --- | --- | --- | --- |
| | Fair
Value | Unrealized
Losses | Fair
Value | Unrealized
Losses | Fair
Value | Unrealized
Losses |
| Mortgage-backed
securities | $ 28,395 | 177 | 6,351 | 50 | 34,746 | 227 |
| U.S.
Government | | | | | | |
| sponsored
enterprises | 2,899 | 10 | 6,151 | 301 | 9,050 | 311 |
| State
and political subdivisions | 7,367 | 200 | - | - | 7,367 | 200 |
| Total | $ 38,661 | 387 | 12,502 | 351 | 51,163 | 738 |

At December 31, 2020, unrealized losses in the investment securities portfolio relating to debt securities totaled $888,000. The unrealized losses on these debt securities arose due to changing interest rates and are considered to be temporary. From the December 31, 2020 tables above, six out of 86 securities issued by state and political subdivisions contained unrealized losses and 29 out of 68 securities issued by U.S. Government sponsored enterprises, including mortgage-backed securities, contained unrealized losses. These unrealized losses are considered temporary because of acceptable financial condition and results of operations on each security and the repayment sources of principal and interest on U.S. Government sponsored enterprises, including mortgage-backed securities, are government backed.

The Company periodically evaluates its investments for any impairment which would be deemed other-than-temporary. No investment impairments were deemed other-than-temporary in 2020, 2019 or 2018.

The amortized cost and estimated fair value of investment securities available for sale at December 31, 2020, by contractual maturity, are shown below. Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

| December
31, 2020 | | |
| --- | --- | --- |
| (Dollars
in thousands) | | |
| | Amortized
Cost | Estimated
Fair Value |
| Due
within one year | $ 10,576 | 10,705 |
| Due
from one to five years | 15,236 | 15,997 |
| Due
from five to ten years | 62,014 | 65,826 |
| Due
after ten years | 7,315 | 7,407 |
| Mortgage-backed
securities | 143,095 | 145,314 |
| Total | $ 238,236 | 245,249 |

During 2020, proceeds from sales of securities available for sale were $56.3 million and resulted in net gains of $2.6 million. During 2019, proceeds from sales of securities available for sale were $20.7 million and resulted in net gains of $226,000. During 2018, proceeds from sales of securities available for sale were $36.0 million and resulted in gross gains of $15,000.

Securities with a fair value of approximately $77.3 million and $66.0 million at December 31, 2020 and 2019, respectively, were pledged to secure public deposits, FHLB borrowings and for other purposes as required by law.

GAAP establishes a framework for measuring fair value and expands disclosures about fair value measurements. There is a three-level fair value hierarchy for fair value measurements. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The table below presents the balance of securities available for sale, which are measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2020 and 2019.

A-48

(Dollars in thousands)

| | December
31, 2020 — Fair
Value Measurements | Level
1 Valuation | Level
2 Valuation | Level
3 Valuation |
| --- | --- | --- | --- | --- |
| Mortgage-backed
securities | $ 145,314 | - | 145,314 | - |
| U.S.
Government | | | | |
| sponsored
enterprises | $ 7,507 | - | 7,507 | - |
| State
and political subdivisions | $ 92,428 | - | 92,428 | - |

(Dollars in thousands)

| | December
31, 2019 — Fair
Value Measurements | Level
1 Valuation | Level
2 Valuation | Level
3 Valuation |
| --- | --- | --- | --- | --- |
| Mortgage-backed
securities | $ 78,956 | - | 78,956 | - |
| U.S.
Government | | | | |
| sponsored
enterprises | $ 28,397 | - | 28,397 | - |
| State
and political subdivisions | $ 88,143 | - | 88,143 | - |
| Trust
preferred securities | $ 250 | - | - | 250 |

The following is an analysis of fair value measurements of investment securities available for sale using Level 3, significant unobservable inputs, for the year ended December 31, 2020.

(Dollars in thousands)

| | Investment
Securities Available for Sale |
| --- | --- |
| | Level
3 Valuation |
| Balance,
beginning of period | $ 250 |
| Change
in book value | - |
| Change
in gain/(loss) realized and unrealized | - |
| Purchases/(sales
and calls) | (250 ) |
| Transfers
in and/or (out) of Level 3 | - |
| Balance,
end of period | $ - |
| Change
in unrealized gain/(loss) for assets still held in Level
3 | $ - |

A-49

(3)

Loans

Major classifications of loans at December 31, 2020 and 2019 are summarized as follows:

(Dollars in thousands)

| | December
31, 2020 | December
31, 2019 |
| --- | --- | --- |
| Real
estate loans: | | |
| Construction
and land development | $ 94,124 | 92,596 |
| Single-family
residential | 272,325 | 269,475 |
| Single-family
residential - | | |
| Banco
de la Gente non-traditional | 26,883 | 30,793 |
| Commercial | 332,971 | 291,255 |
| Multifamily
and farmland | 48,880 | 48,090 |
| Total
real estate loans | 775,183 | 732,209 |
| Loans
not secured by real estate: | | |
| Commercial
loans | 161,740 | 100,263 |
| Farm
loans | 855 | 1,033 |
| Consumer
loans | 7,113 | 8,432 |
| All
other loans | 3,748 | 7,937 |
| Total
loans | 948,639 | 849,874 |
| Less
allowance for loan losses | 9,908 | 6,680 |
| Total
net loans | $ 938,731 | 843,194 |

The above table includes deferred fees, net of deferred costs, totaling $1.4 million at December 31, 2020 including $2.6 million in deferred PPP loan fees. The above table includes deferred costs, net of deferred fees, totaling $1.5 million at December 31, 2019.

The Bank grants loans and extensions of credit primarily within the Catawba Valley region of North Carolina, which encompasses Catawba, Alexander, Iredell and Lincoln counties and also in Mecklenburg and Wake counties of North Carolina. Although the Bank has a diversified loan portfolio, a substantial portion of the loan portfolio is collateralized by improved and unimproved real estate, the value of which is dependent upon the real estate market. Risk characteristics of the major components of the Bank’s loan portfolio are discussed below:

●

Construction and land development loans – The risk of loss is largely dependent on the initial estimate of whether the property’s value at completion equals or exceeds the cost of property construction and the availability of take-out financing. During the construction phase, a number of factors can result in delays or cost overruns. If the estimate is inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed through a permanent loan, sale of the property, or by seizure of collateral. As of December 31, 2020, construction and land development loans comprised approximately 10% of the Bank’s total loan portfolio.

●

Single-family residential loans – Declining home sales volumes, decreased real estate values and higher than normal levels of unemployment could contribute to losses on these loans. As of December 31, 2020, single-family residential loans comprised approximately 32% of the Bank’s total loan portfolio, including Banco single-family residential non-traditional loans which were approximately 3% of the Bank’s total loan portfolio.

●

Commercial real estate loans – Repayment is dependent on income being generated in amounts sufficient to cover operating expenses and debt service. These loans also involve greater risk because they are generally not fully amortizing over a loan period, but rather have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or timely sell the underlying property. As of December 31, 2020, commercial real estate loans comprised approximately 35% of the Bank’s total loan portfolio.

A-50

●

Commercial loans – Repayment is generally dependent upon the successful operation of the borrower’s business. In addition, the collateral securing the loans may depreciate over time, be difficult to appraise, be illiquid, or fluctuate in value based on the success of the business. As of December 31, 2020, commercial loans comprised approximately 17% of the Bank’s total loan portfolio, including $75.8 million in PPP loans.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

On March 27, 2020, President Trump signed the CARES Act, which established a $2 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program administered through the PPP. Under the PPP, small businesses, sole proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. The Bank originated $64.5 million in PPP loans during the initial round of PPP funding. A second round of PPP funding, signed into law by President Trump on April 24, 2020, provided $320 billion additional funding for the PPP. As of December 31, 2020, the Bank had originated $34.5 million in PPP loans during the second round of PPP funding. Total PPP loans originated as of December 31, 2020 amounted to $99.0 million. PPP loans outstanding amounted to $75.8 million at December 31, 2021. The Bank has received $4.0 million in fees from the SBA for PPP loans originated as of December 31, 2020. The Bank has recognized $1.4 million PPP loan fee income as of December 31, 2020.

The following tables present an age analysis of past due loans, by loan type, as of December 31, 2020 and 2019:

December 31, 2020

(Dollars in thousands)

| | Loans
30-89 Days Past Due | Loans
90 or More Days Past Due | Total
Past Due Loans | Total
Current Loans | Total
Loans | Accruing
Loans 90 or More Days Past Due |
| --- | --- | --- | --- | --- | --- | --- |
| Real
estate loans: | | | | | | |
| Construction
and land development | $ 298 | - | 298 | 93,826 | 94,124 | - |
| Single-family
residential | 3,660 | 270 | 3,930 | 268,395 | 272,325 | - |
| Single-family
residential - | | | | | | |
| Banco
de la Gente non-traditional | 3,566 | 105 | 3,671 | 23,212 | 26,883 | - |
| Commercial | 36 | - | 36 | 332,935 | 332,971 | - |
| Multifamily
and farmland | - | - | - | 48,880 | 48,880 | - |
| Total
real estate loans | 7,560 | 375 | 7,935 | 767,248 | 775,183 | - |
| Loans
not secured by real estate: | | | | | | |
| Commercial
loans | - | - | - | 161,740 | 161,740 | - |
| Farm
loans | - | - | - | 855 | 855 | - |
| Consumer
loans | 45 | 2 | 47 | 7,066 | 7,113 | - |
| All
other loans | - | - | - | 3,748 | 3,748 | - |
| Total
loans | $ 7,605 | 377 | 7,982 | 940,657 | 948,639 | - |

A-51

December 31, 2019

(Dollars in thousands)

| | Loans
30-89 Days Past Due | Loans
90 or More Days Past Due | Total
Past Due Loans | Total
Current Loans | Total
Loans | Accruing
Loans 90 or More Days Past Due |
| --- | --- | --- | --- | --- | --- | --- |
| Real
estate loans: | | | | | | |
| Construction
and land development | $ 803 | - | 803 | 91,793 | 92,596 | - |
| Single-family
residential | 3,000 | 126 | 3,126 | 266,349 | 269,475 | - |
| Single-family
residential - | | | | | | |
| Banco
de la Gente non-traditional | 4,834 | 413 | 5,247 | 25,546 | 30,793 | - |
| Commercial | 504 | 176 | 680 | 290,575 | 291,255 | - |
| Multifamily
and farmland | - | - | - | 48,090 | 48,090 | - |
| Total
real estate loans | 9,141 | 715 | 9,856 | 722,353 | 732,209 | - |
| Loans
not secured by real estate: | | | | | | |
| Commercial
loans | 432 | - | 432 | 99,831 | 100,263 | - |
| Farm
loans | - | - | - | 1,033 | 1,033 | - |
| Consumer
loans | 170 | 22 | 192 | 8,240 | 8,432 | - |
| All
other loans | - | - | - | 7,937 | 7,937 | - |
| Total
loans | $ 9,743 | 737 | 10,480 | 839,394 | 849,874 | - |

The following table presents the Bank’s non-accrual loans as of December 31, 2020 and 2019:

(Dollars in thousands)

| | December
31, 2020 | December
31, 2019 |
| --- | --- | --- |
| Real
estate loans: | | |
| Construction
and land development | $ - | - |
| Single-family
residential | 1,266 | 1,378 |
| Single-family
residential - | | |
| Banco
de la Gente non-traditional | 1,709 | 1,764 |
| Commercial | 440 | 256 |
| Multifamily
and farmland | 117 | - |
| Total
real estate loans | 3,532 | 3,398 |
| Loans
not secured by real estate: | | |
| Commercial
loans | 212 | 122 |
| Consumer
loans | 14 | 33 |
| Total | $ 3,758 | 3,553 |

At each reporting period, the Bank determines which loans are impaired. Accordingly, the Bank’s impaired loans are reported at their estimated fair value on a non-recurring basis. An allowance for each impaired loan that is collateral-dependent is calculated based on the fair value of its collateral. The fair value of the collateral is based on appraisals performed by REAS, a subsidiary of the Bank. REAS is staffed by certified appraisers that also perform appraisals for other companies. Factors, including the assumptions and techniques utilized by the appraiser, are considered by management. If the recorded investment in the impaired loan exceeds the measure of fair value of the collateral, a valuation allowance is recorded as a component of the allowance for loan losses. An allowance for each impaired loan that is not collateral dependent is calculated based on the present value of projected cash flows. If the recorded investment in the impaired loan exceeds the present value of projected cash flows, a valuation allowance is recorded as a component of the allowance for loan losses. Impaired loans under $250,000 are not individually evaluated for impairment with the exception of the Bank’s TDR loans in the residential mortgage loan portfolio, which are individually evaluated for impairment. Impaired loans collectively evaluated for impairment totaled $5.8 million and $5.3 million at December 31, 2020 and 2019, respectively. Accruing impaired loans were $21.3 million at December 31, 2020 and December 31, 2019. Interest income recognized on accruing impaired loans was $1.2 million and $1.3 million for the years ended December 31, 2020 and 2019, respectively. No interest income is recognized on non-accrual impaired loans subsequent to their classification as non-accrual.

A-52

The following tables present the Bank’s impaired loans as of December 31, 2020, 2019 and 2018:

December 31, 2020

(Dollars in thousands)

| | Unpaid
Contractual Principal Balance | Recorded
Investment With No Allowance | Recorded
Investment With Allowance | Recorded
Investment in Impaired Loans | Related
Allowance | Average
Outstanding Impaired Loans | YTD
Interest Income Recognized |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Real estate
loans: | | | | | | | |
| Construction and
land development | $ 108 | - | 108 | 108 | 4 | 134 | 8 |
| Single-family
residential | 5,302 | 379 | 4,466 | 4,845 | 33 | 4,741 | 262 |
| Single-family
residential - | | | | | | | |
| Banco de la Gente
non-traditional | 13,417 | - | 12,753 | 12,753 | 862 | 13,380 | 798 |
| Commercial | 2,999 | 1,082 | 1,891 | 2,973 | 14 | 2,940 | 139 |
| Multifamily and
farmland | 119 | - | 117 | 117 | - | 29 | 6 |
| Total impaired real
estate loans | 21,945 | 1,461 | 19,335 | 20,796 | 913 | 21,224 | 1,213 |
| Loans not secured by
real estate: | | | | | | | |
| Commercial
loans | 515 | 211 | 244 | 455 | 5 | 564 | 32 |
| Consumer
loans | 41 | - | 37 | 37 | 1 | 60 | 5 |
| Total impaired
loans | $ 22,501 | 1,672 | 19,616 | 21,288 | 919 | 21,848 | 1,250 |

December 31, 2019

(Dollars in thousands)

| | Unpaid
Contractual Principal Balance | Recorded
Investment With No Allowance | Recorded
Investment With Allowance | Recorded
Investment in Impaired Loans | Related
Allowance | Average
Outstanding Impaired Loans | YTD
Interest Income Recognized |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Real estate
loans: | | | | | | | |
| Construction and
land development | $ 183 | - | 183 | 183 | 7 | 231 | 12 |
| Single-family
residential | 5,152 | 403 | 4,243 | 4,646 | 36 | 4,678 | 269 |
| Single-family
residential - | | | | | | | |
| Banco de la Gente
non-traditional | 15,165 | - | 14,371 | 14,371 | 944 | 14,925 | 956 |
| Commercial | 1,879 | - | 1,871 | 1,871 | 7 | 1,822 | 91 |
| Total impaired real
estate loans | 22,379 | 403 | 20,668 | 21,071 | 994 | 21,656 | 1,328 |
| Loans not secured by
real estate: | | | | | | | |
| Commercial
loans | 180 | 92 | 84 | 176 | - | 134 | 9 |
| Consumer
loans | 100 | - | 96 | 96 | 2 | 105 | 7 |
| Total impaired
loans | $ 22,659 | 495 | 20,848 | 21,343 | 996 | 21,895 | 1,344 |

December 31, 2018

(Dollars in thousands)

| | Unpaid
Contractual Principal Balance | Recorded
Investment With No Allowance | Recorded
Investment With Allowance | Recorded
Investment in Impaired Loans | Related
Allowance | Average
Outstanding Impaired Loans | YTD
Interest Income Recognized |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Real estate
loans: | | | | | | | |
| Construction and
land development | $ 281 | - | 279 | 279 | 5 | 327 | 19 |
| Single-family
residential | 5,059 | 422 | 4,188 | 4,610 | 32 | 6,271 | 261 |
| Single-family
residential - | | | | | | | |
| Banco de la Gente
non-traditional | 16,424 | - | 15,776 | 15,776 | 1,042 | 14,619 | 944 |
| Commercial | 1,995 | - | 1,925 | 1,925 | 17 | 2,171 | 111 |
| Total impaired real
estate loans | 23,759 | 422 | 22,168 | 22,590 | 1,096 | 23,388 | 1,335 |
| Loans not secured by
real estate: | | | | | | | |
| Commercial
loans | 251 | 89 | 1 | 90 | - | 96 | - |
| Consumer
loans | 116 | - | 113 | 113 | 2 | 137 | 7 |
| Total impaired
loans | $ 24,126 | 511 | 22,282 | 22,793 | 1,098 | 23,621 | 1,342 |

The fair value measurements for mortgage loans held for sale, impaired loans and other real estate on a non-recurring basis at December 31, 2020 and 2019 are presented below. The Company’s valuation methodology is discussed in Note 16.

A-53

(Dollars in thousands)

| | Fair
Value Measurements December 31, 2020 | Level
1 Valuation | Level
2 Valuation | Level
3 Valuation |
| --- | --- | --- | --- | --- |
| Mortgage
loans held for sale | $ 9,139 | - | - | 9,139 |
| Impaired
loans | $ 20,369 | - | - | 20,369 |
| Other
real estate | $ 128 | - | - | 128 |

(Dollars in thousands)

| | Fair
Value Measurements December 31, 2019 | Level
1 Valuation | Level
2 Valuation | Level
3 Valuation |
| --- | --- | --- | --- | --- |
| Mortgage
loans held for sale | $ 4,417 | - | - | 4,417 |
| Impaired
loans | $ 20,347 | - | - | 20,347 |
| Other
real estate | $ - | - | - | - |

(Dollars in thousands)

| | Fair
Value December 31, 2020 | Fair
Value December 31, 2019 | Valuation
Technique | Significant
Unobservable Inputs | General
Range of Significant Unobservable Input Values |
| --- | --- | --- | --- | --- | --- |
| Mortgage
loans held for sale | $ 9,139 | 4,417 | Rate
lock commitment | N/A | N/A |
| Impaired
loans | $ 20,369 | 20,347 | Appraised
value and discounted cash flows | Discounts
to reflect current market conditions and ultimate
collectability | 0 - 25 % |
| Other
real estate | $ 128 | - | Appraised
value | Discounts
to reflect current market conditions and estimated costs to
sell | 0 - 25 % |

The following table presents changes in the allowance for loan losses for the year ended December 31, 2020. PPP loans are excluded from the allowance for loan losses as PPP loans are 100 percent guaranteed by the SBA.

A-54

(Dollars in thousands)

| | Real
Estate Loans — Construction
and Land Development | Single-Family
Residential | Single-Family
Residential - Banco de la Gente Non-traditional | Commercial | Multifamily
and Farmland | Commercial | Farm | Consumer
and All Other | Unallocated | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for loan
losses: | | | | | | | | | | |
| Beginning
balance | $ 694 | 1,274 | 1,073 | 1,305 | 120 | 688 | - | 138 | 1,388 | 6,680 |
| Charge-offs | (5 ) | (65 ) | - | (7 ) | - | (903 ) | - | (434 ) | - | (1,414 ) |
| Recoveries | 36 | 70 | - | 70 | - | 34 | - | 173 | - | 383 |
| Provision | 471 | 564 | (21 ) | 844 | 2 | 1,526 | - | 251 | 622 | 4,259 |
| Ending
balance | $ 1,196 | 1,843 | 1,052 | 2,212 | 122 | 1,345 | - | 128 | 2,010 | 9,908 |
| Ending balance:
individually | | | | | | | | | | |
| evaluated for
impairment | $ 1 | 4 | 844 | 8 | - | - | - | - | - | 857 |
| Ending balance:
collectively | | | | | | | | | | |
| evaluated for
impairment | 1,195 | 1,839 | 208 | 2,204 | 122 | 1,345 | - | 128 | 2,010 | 9,051 |
| Ending
balance | $ 1,196 | 1,843 | 1,052 | 2,212 | 122 | 1,345 | - | 128 | 2,010 | 9,908 |
| Loans: | | | | | | | | | | |
| Ending
balance | $ 94,124 | 272,325 | 26,883 | 332,971 | 48,880 | 161,740 | 855 | 10,861 | - | 948,639 |
| Ending balance:
individually | | | | | | | | | | |
| evaluated for
impairment | $ 7 | 1,558 | 11,353 | 2,118 | - | 212 | - | - | - | 15,248 |
| Ending balance:
collectively | | | | | | | | | | |
| evaluated for
impairment | $ 94,117 | 270,767 | 15,530 | 330,853 | 48,880 | 161,528 | 855 | 10,861 | - | 933,391 |

Changes in the allowance for loan losses for the year ended December 31, 2019 were as follows:

(Dollars in thousands)

| | Real
Estate Loans — Construction
and Land Development | Single-Family
Residential | Single-Family
Residential - Banco de la Gente Non-traditional | Commercial | Multifamily
and Farmland | Commercial | Farm | Consumer
and All Other | Unallocated | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for loan
losses: | | | | | | | | | | |
| Beginning
balance | $ 813 | 1,325 | 1,177 | 1,278 | 83 | 626 | - | 161 | 982 | 6,445 |
| Charge-offs | (21 ) | (42 ) | - | (1 ) | - | (389 ) | - | (623 ) | - | (1,076 ) |
| Recoveries | 45 | 66 | - | 49 | - | 83 | - | 205 | - | 448 |
| Provision | (143 ) | (75 ) | (104 ) | (21 ) | 37 | 368 | - | 395 | 406 | 863 |
| Ending
balance | $ 694 | 1,274 | 1,073 | 1,305 | 120 | 688 | - | 138 | 1,388 | 6,680 |
| Ending balance:
individually | | | | | | | | | | |
| evaluated for
impairment | $ 2 | 6 | 925 | 4 | - | - | - | - | - | 937 |
| Ending balance:
collectively | | | | | | | | | | |
| evaluated for
impairment | 692 | 1,268 | 148 | 1,301 | 120 | 688 | - | 138 | 1,388 | 5,743 |
| Ending
balance | $ 694 | 1,274 | 1,073 | 1,305 | 120 | 688 | - | 138 | 1,388 | 6,680 |
| Loans: | | | | | | | | | | |
| Ending
balance | $ 92,596 | 269,475 | 30,793 | 291,255 | 48,090 | 100,263 | 1,033 | 16,369 | - | 849,874 |
| Ending balance:
individually | | | | | | | | | | |
| evaluated for
impairment | $ 10 | 1,697 | 12,899 | 1,365 | - | 92 | - | - | - | 16,063 |
| Ending balance:
collectively | | | | | | | | | | |
| evaluated for
impairment | $ 92,586 | 267,778 | 17,894 | 289,890 | 48,090 | 100,171 | 1,033 | 16,369 | - | 833,811 |

Changes in the allowance for loan losses for the year ended December 31, 2018 were as follows:

A-55

(Dollars in thousands)

| | Real
Estate Loans — Construction
and Land Development | Single-Family
Residential | Single-Family
Residential - Banco de la Gente Non-traditional | Commercial | Multifamily
and Farmland | Commercial | Farm | Consumer
and All Other | Unallocated | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for loan
losses: | | | | | | | | | | |
| Beginning
balance | $ 804 | 1,812 | 1,280 | 1,193 | 72 | 574 | - | 155 | 476 | 6,366 |
| Charge-offs | (53 ) | (116 ) | - | (453 ) | (5 ) | (54 ) | - | (452 ) | - | (1,133 ) |
| Recoveries | 10 | 106 | - | 105 | 1 | 32 | - | 168 | - | 422 |
| Provision | 52 | (477 ) | (103 ) | 433 | 15 | 74 | - | 290 | 506 | 790 |
| Ending
balance | $ 813 | 1,325 | 1,177 | 1,278 | 83 | 626 | - | 161 | 982 | 6,445 |
| Ending balance:
individually | | | | | | | | | | |
| evaluated for
impairment | $ - | - | 1,023 | 15 | - | - | - | - | - | 1,038 |
| Ending balance:
collectively | | | | | | | | | | |
| evaluated for
impairment | 813 | 1,325 | 154 | 1,263 | 83 | 626 | - | 161 | 982 | 5,407 |
| Ending
balance | $ 813 | 1,325 | 1,177 | 1,278 | 83 | 626 | - | 161 | 982 | 6,445 |
| Loans: | | | | | | | | | | |
| Ending
balance | $ 94,178 | 252,983 | 34,261 | 270,055 | 33,163 | 97,465 | 926 | 20,992 | - | 804,023 |
| Ending balance:
individually | | | | | | | | | | |
| evaluated for
impairment | $ 96 | 1,779 | 14,310 | 1,673 | - | 89 | - | - | - | 17,947 |
| Ending balance:
collectively | | | | | | | | | | |
| evaluated for
impairment | $ 94,082 | 251,204 | 19,951 | 268,382 | 33,163 | 97,376 | 926 | 20,992 | - | 786,076 |

The Bank utilizes an internal risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 8. These risk grades are evaluated on an ongoing basis. A description of the general characteristics of the eight risk grades is as follows:

●

Risk Grade 1 – Excellent Quality: Loans are well above average quality and a minimal amount of credit risk exists. CD or cash secured loans or properly margined actively traded stock or bond secured loans would fall in this grade.

●

Risk Grade 2 – High Quality: Loans are of good quality with risk levels well within the Company’s range of acceptability. The organization or individual is established with a history of successful performance though somewhat susceptible to economic changes.

●

Risk Grade 3 – Good Quality: Loans of average quality with risk levels within the Company’s range of acceptability but higher than normal. This may be a new organization or an existing organization in a transitional phase (e.g. expansion, acquisition, market change).

●

Risk Grade 4 – Management Attention: These loans have higher risk and servicing needs but still are acceptable. Evidence of marginal performance or deteriorating trends is observed. These are not problem credits presently, but may be in the future if the borrower is unable to change its present course.

●

Risk Grade 5 – Watch: These loans are currently performing satisfactorily, but there has been some recent past due history on repayment and there are potential weaknesses that may, if not corrected, weaken the asset or inadequately protect the Company’s position at some future date.

●

Risk Grade 6 – Substandard: A Substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged (if there is any). There is a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

●

Risk Grade 7 – Doubtful: Loans classified as Doubtful have all the weaknesses inherent in loans classified Substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. Doubtful is a temporary grade where a loss is expected but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is charged off.

●

Risk Grade 8 – Loss: Loans classified as Loss are considered uncollectable and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this worthless loan even though partial recovery may be realized in the future. Loss is a temporary grade until the appropriate authority is obtained to charge the loan off.

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page break line

The following tables present the credit risk profile of each loan type based on internally assigned risk grades as of December 31, 2020 and 2019.

| December
31, 2020 | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Dollars
in thousands) | | | | | | | | | | |
| | Real
Estate Loans | | | | | | | | | |
| | Construction
and Land Development | Single-Family
Residential | Single-Family
Residential - Banco de la Gente non-traditional | Commercial | Multifamily
and Farmland | Commercial | Farm | Consumer | All
Other | Total |
| 1- Excellent
Quality | $ 228 | 9,867 | - | - | - | 406 | - | 678 | - | 11,179 |
| 2- High
Quality | 9,092 | 121,331 | - | 40,569 | 22 | 19,187 | - | 2,237 | 1,563 | 194,001 |
| 3- Good
Quality | 76,897 | 115,109 | 10,170 | 241,273 | 44,890 | 128,727 | 832 | 3,826 | 1,477 | 623,201 |
| 4- Management
Attention | 4,917 | 20,012 | 12,312 | 39,370 | 3,274 | 11,571 | 23 | 336 | 708 | 92,523 |
| 5-
Watch | 2,906 | 2,947 | 1,901 | 10,871 | 694 | 1,583 | - | 6 | - | 20,908 |
| 6-
Substandard | 84 | 3,059 | 2,500 | 888 | - | 266 | - | 30 | - | 6,827 |
| 7-
Doubtful | - | - | - | - | - | - | - | - | - | - |
| 8-
Loss | - | - | - | - | - | - | - | - | - | - |
| Total | $ 94,124 | 272,325 | 26,883 | 332,971 | 48,880 | 161,740 | 855 | 7,113 | 3,748 | 948,639 |

| December
31, 2019 | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Dollars
in thousands) | | | | | | | | | | |
| | Real
Estate Loans | | | | | | | | | |
| | Construction
and Land Development | Single-Family
Residential | Single-Family
Residential - Banco de la Gente non-traditional | Commercial | Multifamily
and Farmland | Commercial | Farm | Consumer | All
Other | Total |
| 1- Excellent
Quality | $ - | 8,819 | - | - | - | 330 | - | 693 | - | 9,842 |
| 2- High
Quality | 32,029 | 128,757 | - | 21,829 | 256 | 20,480 | - | 2,708 | 1,860 | 207,919 |
| 3- Good
Quality | 52,009 | 107,246 | 12,103 | 231,003 | 42,527 | 72,417 | 948 | 4,517 | 5,352 | 528,122 |
| 4- Management
Attention | 5,487 | 18,409 | 13,737 | 35,095 | 4,764 | 6,420 | 85 | 458 | 725 | 85,180 |
| 5-
Watch | 3,007 | 3,196 | 2,027 | 3,072 | 543 | 492 | - | 8 | - | 12,345 |
| 6-
Substandard | 64 | 3,048 | 2,926 | 256 | - | 124 | - | 48 | - | 6,466 |
| 7-
Doubtful | - | - | - | - | - | - | - | - | - | - |
| 8-
Loss | - | - | - | - | - | - | - | - | - | - |
| Total | $ 92,596 | 269,475 | 30,793 | 291,255 | 48,090 | 100,263 | 1,033 | 8,432 | 7,937 | 849,874 |

There were no new TDR modifications during the years ended December 31, 2020 and 2019.

There were no TDR loans with a payment default occurring within 12 months of the restructure date, and the payment default occurring during the years ended December 31, 2020 and 2019. TDR loans are deemed to be in default if they become past due by 90 days or more.

At December 31, 2020, the balance of loans with existing modifications as a result of COVID-19 was $18.3 million, the balance of loans under the terms of a first modification was $12.6 million, and the balance of outstanding loans under the terms of a second modification was $5.7 million. The Company continues to track all loans that are currently modified or have been modified under COVID-19. At December 31, 2020, the balance for all loans that are currently modified or were modified during 2020 but have returned to their original terms was $119.6 million. Of all loans modified as a result of COVID-19, $101.3 million of these loans have returned to their original terms; however, the effects of stimulus in the current environment are still unknown, and additional losses may be currently present in loans that are currently modified and that were once modified. These payment modifications are primarily interest only payments for three to nine months. Loan payment modifications associated with the COVID-19 pandemic are not classified as TDR due to Section 4013 of the CARES Act, which provides that a qualified loan modification is exempt by law from classification as a TDR pursuant to GAAP.

A-57

(4)

Premises and Equipment

Major classifications of premises and equipment at December 31, 2020 and 2019 are summarized as follows:

| (Dollars
in thousands) | 2020 | 2019 |
| --- | --- | --- |
| Land | $ 3,970 | 3,690 |
| Buildings
and improvements | 18,804 | 18,034 |
| Furniture
and equipment | 26,565 | 24,743 |
| Construction
in process | 10 | 395 |
| Total
premises and equipment | 49,349 | 46,862 |
| Less
accumulated depreciation | 30,749 | 28,258 |
| Total
net premises and equipment | $ 18,600 | 18,604 |

The Company recognized depreciation expense totaling $2.5 million for the year ended December 31, 2020 and $2.3 million for the years ended December 31, 2019 and 2018.

The Company had no gains or losses on the sale of or write-downs on premises and equipment for the year ended December 31, 2020. The Company has $239,000 net losses on the sale of and write-downs on premises and equipment for the year ended December 31, 2019.

(5)

Leases

The Company leases various office spaces for banking and operational facilities and equipment under operating lease arrangements.

Total rent expense was approximately $880,000, $949,000 and $785,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

As of December 31, 2020, the Company had operating ROU assets of $3.4 million and operating lease liabilities of $3.5 million. The Company maintains operating leases on land and buildings for some of the Bank’s branch facilities and loan production offices. Most leases include one option to renew, with renewal terms extending up to 15 years. The exercise of renewal options is based on the judgment of management as to whether or not the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. As allowed by the standard, leases with a term of 12 months or less are not recorded on the balance sheet and instead are recognized in lease expense on a straight-line basis over the lease term.

The following table presents lease cost and other lease information as of December 31, 2020.

| (Dollars
in thousands) | |
| --- | --- |
| | December
31, 2020 |
| Operating
lease cost $ | 855 |
| Other
information: | |
| Cash
paid for amounts included in the measurement of lease
liabilities | 833 |
| Operating
cash flows from operating leases | - |
| Right-of-use
assets obtained in exchange for new lease liabilities - operating
leases | 942 |
| Weighted-average
remaining lease term - operating leases | 6.95 |
| Weighted-average
discount rate - operating leases | 2.69 % |

A-58

The following table presents lease maturities as of December 31, 2020.

| (Dollars
in thousands) | |
| --- | --- |
| Maturity
Analysis of Operating Lease Liabilities: | December
31, 2020 |
| 2021 | $ 754 |
| 2022 | 588 |
| 2023 | 567 |
| 2024 | 489 |
| 2025 | 433 |
| Thereafter | 1,041 |
| Total | 3,872 |
| Less:
Imputed Interest | (401 ) |
| Operating
Lease Liability | $ 3,471 |

(6)

Time Deposits

At December 31, 2020, the scheduled maturities of time deposits are as follows:

| (Dollars
in thousands) | |
| --- | --- |
| 2021 | $ 57,475 |
| 2022 | 19,235 |
| 2023 | 14,815 |
| 2024 | 10,926 |
| 2025
and thereafter | 3,821 |
| Total | $ 106,272 |

At December 31, 2020 and 2019, the Bank had approximately $12.4 million and $22.3 million, respectively, in time deposits purchased through third party brokers, including certificates of deposit participated through the Certificate of Deposit Account Registry Service (“CDARS”) on behalf of local customers. CDARS balances totaled $4.3 million and $3.1 million as of December 31, 2020 and 2019, respectively. The weighted average rate of brokered deposits as of December 31, 2020 and 2019 was 1.43% and 1.96%, respectively.

(7)

Federal Home Loan Bank and Federal Reserve Bank Borrowings

The Bank had no borrowings from the FHLB at December 31, 2020 and 2019. FHLB borrowings are collateralized by a blanket assignment on all residential first mortgage loans, home equity lines of credit and loans secured by multi-family real estate that the Bank owns. At December 31, 2020, the carrying value of loans pledged as collateral totaled approximately $165.1 million. The remaining availability under the line of credit with the FHLB was $111.4 million at December 31, 2020. The Bank incurred a $1.1 million prepayment penalty on the prepayment of a $70.0 million FHLB advance in 2020.

The Bank is required to purchase and hold certain amounts of FHLB stock in order to obtain FHLB borrowings. No ready market exists for the FHLB stock, and it has no quoted market value. The stock is redeemable at $100 per share subject to certain limitations set by the FHLB. The Bank owned $1.0 million and $983,000 of FHLB stock, included in other investments, at December 31, 2020 and 2019, respectively.

As of December 31, 2020 and 2019, the Bank had no borrowings from the Federal Reserve Bank (“FRB”). FRB borrowings are collateralized by a blanket assignment on all qualifying loans that the Bank owns which are not pledged to the FHLB. At December 31, 2020, the carrying value of loans pledged as collateral totaled approximately $469.5 million. Availability under the line of credit with the FRB was $340.0 million at December 31, 2020.

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(8)

Junior Subordinated Debentures

In June 2006, the Company formed a second wholly owned Delaware statutory trust, PEBK Capital Trust II (“PEBK Trust II”), which issued $20.0 million of guaranteed preferred beneficial interests in the Company’s junior subordinated deferrable interest debentures. All of the common securities of PEBK Trust II are owned by the Company. The proceeds from the issuance of the common securities and the trust preferred securities were used by PEBK Trust II to purchase $20.6 million of junior subordinated debentures of the Company. The proceeds received by the Company from the sale of the junior subordinated debentures were used to repay in December 2006 the trust preferred securities issued in December 2001 by PEBK Capital Trust, a wholly owned Delaware statutory trust of the Company, and for general purposes. The debentures represent the sole assets of PEBK Trust II. PEBK Trust II is not included in the consolidated financial statements.

The trust preferred securities issued by PEBK Trust II accrue and pay interest quarterly at a floating rate of three-month LIBOR plus 163 basis points. The Company has guaranteed distributions and other payments due on the trust preferred securities to the extent PEBK Trust II does not have funds with which to make the distributions and other payments. The net combined effect of all the documents entered into in connection with the trust preferred securities is that the Company is liable to make the distributions and other payments required on the trust preferred securities.

The Company redeemed $5.0 million of outstanding trust preferred securities in December 2019.

(9)

Income Taxes

The provision for income taxes is summarized as follows:

| (Dollars
in thousands) | 2020 | 2019 | 2018 |
| --- | --- | --- | --- |
| Current
expense | $ 3,049 | 2,972 | 2,546 |
| Deferred
income tax expense | (560 ) | 164 | 78 |
| Total
income tax | $ 2,489 | 3,136 | 2,624 |

The differences between the provision for income taxes and the amount computed by applying the statutory federal income tax rate to earnings before income taxes are as follows:

| (Dollars
in thousands) | 2020 | 2019 | 2018 |
| --- | --- | --- | --- |
| Tax
expense at statutory rate | $ 2,908 | 3,613 | 3,361 |
| State
income tax, net of federal income tax effect | 261 | 351 | 358 |
| Tax-exempt
interest income | (649 ) | (802 ) | (990 ) |
| Increase
in cash surrender value of life insurance | (80 ) | (81 ) | (81 ) |
| Nondeductible
interest and other expense | 46 | 40 | 23 |
| Other | 3 | 15 | (47 ) |
| Total | $ 2,489 | 3,136 | 2,624 |

The following summarizes the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities. The net deferred tax asset is included as a component of other assets at December 31, 2020 and 2019.

A-60

| (Dollars
in thousands) | 2020 | 2019 |
| --- | --- | --- |
| Deferred
tax assets: | | |
| Allowance
for loan losses | $ 2,276 | 1,535 |
| Accrued
retirement expense | 1,190 | 1,150 |
| Restricted
stock | 190 | 217 |
| Accrued
bonuses | - | 265 |
| Interest
income on nonaccrual loans | 1 | 2 |
| Lease
liability | 798 | 838 |
| Total
gross deferred tax assets | 4,455 | 4,007 |
| Deferred
tax liabilities: | | |
| Deferred
loan fees | 284 | 343 |
| Accumulated
depreciation | 873 | 873 |
| Prepaid
expenses | 5 | 7 |
| ROU
Asset | 787 | 832 |
| Other | 41 | 47 |
| Unrealized
gain on available for sale securities | 1,611 | 1,087 |
| Total
gross deferred tax liabilities | 3,601 | 3,189 |
| Net
deferred tax asset | $ 854 | 818 |

The Company has analyzed the tax positions taken or expected to be taken in its tax returns and has concluded that it has no liability related to uncertain tax positions.

The Company’s Federal income tax filings for years 2017 through 2020 were at year end 2020 open to audit under statutes of limitations by the Internal Revenue Service. The Company’s North Carolina income tax returns are currently under audit for tax year 2014-2016, tax years 2017, 2018 and 2019 are open to audit under the statutes of limitations by the North Carolina Department of Revenue.

(10)

Related Party Transactions

The Company conducts transactions with its directors and executive officers, including companies in which they have beneficial interests, in the normal course of business. It is the policy of the Company that loan transactions with directors and officers are made on substantially the same terms as those prevailing at the time made for comparable loans to other persons. The following is a summary of activity for related party loans for 2020 and 2019:

| (Dollars
in thousands) | 2020 | 2019 |
| --- | --- | --- |
| Beginning
balance | $ 3,472 | 3,192 |
| New
loans | 4,189 | 5,716 |
| Repayments | (5,809 ) | (5,436 ) |
| Ending
balance | $ 1,852 | 3,472 |

At December 31, 2020 and 2019, the Company had deposit relationships with related parties of approximately $44.5 million and $30.4 million, respectively.

(11)

Commitments and Contingencies

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

A-61

The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

In most cases, the Bank requires collateral or other security to support financial instruments with credit risk.

| (Dollars
in thousands) | | |
| --- | --- | --- |
| | Contractual
Amount | |
| | 2020 | 2019 |
| Financial
instruments whose contract amount represent credit
risk: | | |
| Commitments
to extend credit | $ 299,039 | 276,338 |
| Standby
letters of credit and financial guarantees written | $ 4,745 | 3,558 |

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 and because they may expire without being drawn upon, the total commitment amount of $303.8 million does not necessarily represent future cash requirements.

Standby letters of credit and financial guarantees written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to businesses in the Bank’s delineated market area. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds real estate, equipment, automobiles and customer deposits as collateral supporting those commitments for which collateral is deemed necessary.

In the normal course of business, the Company is a party (both as plaintiff and defendant) to a number of lawsuits. In the opinion of management and counsel, none of these cases should have a material adverse effect on the financial position of the Company.

Bancorp and the Bank have employment agreements with certain key employees. The agreements, among other things, include salary, bonus, incentive compensation, and change in control provisions.

The Company has $110.5 million available for the purchase of overnight federal funds from five correspondent financial institutions as of December 31, 2020.

At December 31, 2017, the Bank committed to invest $3.0 million in an income tax credit partnership owning and developing two multifamily housing developments in Charlotte, North Carolina, with $1.5 million allocated to each property. The Bank has funded $2.8 million of this commitment at December 31, 2020.

(12)

Employee and Director Benefit Programs

The Company has a profit sharing and 401(k) plan for the benefit of substantially all employees subject to certain minimum age and service requirements. Under the 401(k) plan, the Company matched employee contributions to a maximum of 4.00% of annual compensation in 2018, 2019 and 2020. The Company’s contribution pursuant to this formula was approximately $692,000, $691,000 and $670,000 for the years ended December 31, 2020, 2019 and 2018, respectively. Investments of the 401(k) plan are determined by a committee comprised of senior management. No investments in Company stock have been made by the 401(k) plan. Contributions to the 401(k) plan are vested immediately.

In December 2001, the Company initiated a postretirement benefit plan to provide retirement benefits to key officers and its Board of Directors and to provide death benefits for their designated beneficiaries. Under the postretirement benefit plan, the Company purchased life insurance contracts on the lives of the key officers and each director. The increase in cash surrender value of the contracts constitutes the Company’s contribution to the postretirement benefit plan each year. Postretirement benefit plan participants are to be paid annual benefits for a specified number of years commencing upon retirement. Expenses incurred for benefits relating to the postretirement benefit plan were approximately $388,000, $361,000 and $423,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company is currently paying medical benefits for certain retired employees. The Company did not incur any postretirement medical benefits expense in 2020, 2019 and 2018 due to an excess accrual balance.

A-62

The following table sets forth the change in the accumulated benefit obligation for the Company’s two postretirement benefit plans described above:

| (Dollars
in thousands) | 2020 | 2019 |
| --- | --- | --- |
| Benefit
obligation at beginning of period | $ 4,700 | 4,566 |
| Service
cost | 323 | 299 |
| Interest
cost | 63 | 58 |
| Benefits
paid | (216 ) | (223 ) |
| Benefit
obligation at end of period | $ 4,870 | 4,700 |

The amounts recognized in the Company’s Consolidated Balance Sheet as of December 31, 2020 and 2019 are shown in the following two tables:

| (Dollars
in thousands) | 2020 | 2019 |
| --- | --- | --- |
| Benefit
obligation $ | 4,870 | 4,700 |
| Fair
value of plan assets | - | - |

| (Dollars
in thousands) | 2020 | 2019 |
| --- | --- | --- |
| Funded
status | $ (4,870 ) | (4,700 ) |
| Unrecognized
prior service cost/benefit | - | - |
| Unrecognized
net actuarial loss | - | - |
| Net
amount recognized | $ (4,870 ) | (4,700 ) |
| Unfunded
accrued liability | $ (4,870 ) | (4,700 ) |
| Intangible
assets | - | - |
| Net
amount recognized | $ (4,870 ) | (4,700 ) |

Net periodic benefit cost of the Company’s postretirement benefit plans for the years ended December 31, 2020, 2019 and 2018 consisted of the following:

| (Dollars
in thousands) | 2020 | 2019 | 2018 |
| --- | --- | --- | --- |
| Service
cost | $ 323 | 299 | 362 |
| Interest
cost | 63 | 58 | 70 |
| Net
periodic cost | $ 386 | 357 | 432 |
| Weighted
average discount rate assumption | | | |
| used
to determine benefit obligation | 5.49 % | 5.49 % | 5.49 % |

The Company paid benefits under the two postretirement plans totaling $216,000 and $223,000 during the years ended December 31, 2020 and 2019, respectively. Information about the expected benefit payments for the Company’s two postretirement benefit plans is as follows:

A-63

| (Dollars
in thousands) | |
| --- | --- |
| Year ending December 31, | |
| 2021 | $ 353 |
| 2022 | $ 342 |
| 2023 | $ 342 |
| 2024 | $ 354 |
| 2025 | $ 370 |
| Thereafter | $ 8,345 |

(13)

Regulatory Matters

The Company is 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 direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of capital in relation to both on- and off-balance sheet items at various risk weights. Total capital consists of two tiers of capital. Tier 1 capital includes common shareholders’ equity and trust preferred securities less adjustments for intangible assets. Tier 2 capital consists of the allowance for loan losses, up to 1.25% of risk-weighted assets and other adjustments. Management believes, as of December 31, 2020, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

As of December 31, 2020, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There have been no conditions or events since that notification that management believes have changed the Bank’s category.

In 2013, the FRB approved its final rule on the Basel III capital standards, which implement changes to the regulatory capital framework for banking organizations. The Basel III capital standards, which became effective January 1, 2015, include new risk-based capital and leverage ratios, which were phased in from 2015 to 2019. The new minimum capital level requirements applicable to the Company and the Bank under the final rules are as follows: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total risk based capital ratio of 8% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 4% (unchanged from previous rules). An additional capital conservation buffer was added to the minimum requirements for capital adequacy purposes beginning on January 1, 2016 and was phased in through 2019 (increasing by 0.625% on January 1, 2016 and each subsequent January 1, until it reached 2.5% on January 1, 2019). This resulted in the following minimum ratios beginning in 2019: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. Under the final rules, institutions would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained earnings that could be utilized for such actions.

The Company’s and the Bank’s actual capital amounts and ratios are presented below:

A-64

| (Dollars
in thousands) | Actual | | Minimum
Regulatory Capital Ratio | | Minimum
Ratio plus Capital Conservation Buffer | |
| --- | --- | --- | --- | --- | --- | --- |
| | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| As
of December 31, 2020: | | | | | | |
| Total
Capital (to Risk-Weighted Assets) | | | | | | |
| Consolidated | $ 159,407 | 16.07 % | 79,372 | 8.00 % | N/A | N/A |
| Bank | $ 157,106 | 15.85 % | 79,283 | 8.00 % | 104,059 | 10.50 % |
| Tier
1 Capital (to Risk-Weighted Assets) | | | | | | |
| Consolidated | $ 149,499 | 15.07 % | 59,529 | 6.00 % | N/A | N/A |
| Bank | $ 147,198 | 14.85 % | 59,462 | 6.00 % | 84,238 | 8.50 % |
| Tier
1 Capital (to Average Assets) | | | | | | |
| Consolidated | $ 149,499 | 10.24 % | 58,378 | 4.00 % | N/A | N/A |
| Bank | $ 147,198 | 10.04 % | 58,662 | 4.00 % | 58,662 | 4.00 % |
| Common
Equity Tier 1 (to Risk-Weighted Assets) | | | | | | |
| Consolidated | $ 134,499 | 13.56 % | 44,647 | 4.50 % | N/A | N/A |
| Bank | $ 147,198 | 14.85 % | 44,597 | 4.50 % | 69,373 | 7.00 % |

| (Dollars
in thousands) | Actual | | Minimum
Regulatory Capital Ratio | | Minimum
Ratio plus Capital Conservation Buffer | |
| --- | --- | --- | --- | --- | --- | --- |
| | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| As
of December 31, 2019: | | | | | | |
| Total
Capital (to Risk-Weighted Assets) | | | | | | |
| Consolidated | $ 152,156 | 16.08 % | 75,710 | 8.00 % | N/A | N/A |
| Bank | $ 149,266 | 15.79 % | 75,602 | 8.00 % | 99,228 | 10.50 % |
| Tier
1 Capital (to Risk-Weighted Assets) | | | | | | |
| Consolidated | $ 145,476 | 15.37 % | 56,783 | 6.00 % | N/A | N/A |
| Bank | $ 142,586 | 15.09 % | 56,702 | 6.00 % | 80,328 | 8.50 % |
| Tier
1 Capital (to Average Assets) | | | | | | |
| Consolidated | $ 145,476 | 11.91 % | 48,872 | 4.00 % | N/A | N/A |
| Bank | $ 142,586 | 11.61 % | 49,106 | 4.00 % | 49,106 | 4.00 % |
| Common
Equity Tier 1 (to Risk-Weighted Assets) | | | | | | |
| Consolidated | $ 130,476 | 13.79 % | 42,587 | 4.50 % | N/A | N/A |
| Bank | $ 142,586 | 15.09 % | 42,526 | 4.50 % | 66,152 | 7.00 % |

(14)

Shareholders’ Equity

Shareholders’ equity was $139.9 million, or 9.89% of total assets, at December 31, 2020, compared to 134.1 million, or 11.61% of total assets, at December 31, 2019. The increase in shareholders’ equity is primarily due to an increase in retained earnings due to net income.

Annualized return on average equity for the year ended December 31, 2020 was 8.01% compared to 10.45% for the year ended December 31, 2019. Total cash dividends paid on common stock were $4.4 million and $3.9 million for the years ended December 31, 2020 and 2019, respectively.

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The Company has repurchased approximately $2.5 million, or 90,354 shares of its common stock, under this stock repurchase program as of December 31, 2019.

(15)

Other Operating Income and Expense

Miscellaneous non-interest income for the years ended December 31, 2020, 2019 and 2018 included the following items:

| (Dollars
in thousands) | 2020 | 2019 | 2018 |
| --- | --- | --- | --- |
| Visa
debit card income | $ 4,237 | 4,145 | 3,911 |
| Bank
owned life insurance income | 380 | 383 | 384 |
| Gain
(loss) on sale of premises and equipment | - | (239 ) | 544 |
| Other | 1,315 | 1,320 | 1,354 |
| | $ 5,932 | 5,609 | 6,193 |

Other non-interest expense for the years ended December 31, 2020, 2019 and 2018 included the following items:

| (Dollars
in thousands) | 2020 | 2019 | 2018 |
| --- | --- | --- | --- |
| ATM
expense | $ 567 | 579 | 542 |
| Consulting | 1,078 | 972 | 1,012 |
| Data
processing | 635 | 616 | 466 |
| Deposit
program expense | 426 | 515 | 586 |
| Dues
and subscriptions | 538 | 421 | 421 |
| FHLB
advance prepayment penalty | 1,100 | - | - |
| Internet
banking expense | 729 | 681 | 603 |
| Office
supplies | 538 | 467 | 503 |
| Telephone | 794 | 802 | 678 |
| Other | 2,139 | 2,921 | 2,834 |
| | $ 8,544 | 7,974 | 7,645 |

(16)

Fair Value of Financial Instruments

The Company is required to disclose fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the estimation of the fair value of the Company’s financial instruments are detailed below. Where quoted prices are not available, fair values are based on estimates using discounted cash flows and other valuation techniques. The use of discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following disclosures should not be considered a surrogate of the liquidation value of the Company, but rather a good faith estimate of the increase or decrease in the value of financial instruments held by the Company since purchase, origination, or issuance.

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.

A-66

●

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.

Cash and Cash Equivalents

For cash, due from banks and interest-bearing deposits, the carrying amount is a reasonable estimate of fair value. Cash and cash equivalents are reported in the Level 1 fair value category.

Investment Securities Available for Sale

Fair values of investment securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges when available. If quoted prices are not available, fair value is determined using matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Fair values for investment securities with quoted market prices are reported in the Level 1 fair value category. Fair value measurements obtained from independent pricing services are reported in the Level 2 fair value category. All other fair value measurements are reported in the Level 3 fair value category.

Other Investments

For other investments, the carrying value is a reasonable estimate of fair value. Other investments are reported in the Level 3 fair value category.

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at lower of aggregate cost or market value. The cost of mortgage loans held for sale approximates the market value. Mortgage loans held for sale are reported in the Level 3 fair value category.

Loans

The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For variable rate loans, the carrying amount is a reasonable estimate of fair value. Loans are reported in the Level 3 fair value category, as the pricing of loans is more subjective than the pricing of other financial instruments.

Cash Surrender Value of Life Insurance

For cash surrender value of life insurance, the carrying value is a reasonable estimate of fair value. Cash surrender value of life insurance is reported in the Level 2 fair value category.

Other Real Estate

The fair value of other real estate is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. Other real estate is reported in the Level 3 fair value category.

Deposits

The fair value of demand deposits, interest-bearing demand deposits and savings is the amount payable on demand at the reporting date. The fair value of certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. Deposits are reported in the Level 2 fair value category.

Securities Sold Under Agreements to Repurchase

For securities sold under agreements to repurchase, the carrying value is a reasonable estimate of fair value. Securities sold under agreements to repurchase are reported in the Level 2 fair value category.

FHLB Borrowings

The fair value of FHLB borrowings is estimated based upon discounted future cash flows using a discount rate comparable to the current market rate for such borrowings. FHLB borrowings are reported in the Level 2 fair value category.

Junior Subordinated Debentures

Because the Company’s junior subordinated debentures were issued at a floating rate, the carrying amount is a reasonable estimate of fair value. Junior subordinated debentures are reported in the Level 2 fair value category.

A-67

Commitments to Extend Credit and Standby Letters of Credit

Commitments to extend credit and standby letters of credit are generally short-term and at variable interest rates. Therefore, both the carrying value and estimated fair value associated with these instruments are immaterial.

Limitations

Fair value estimates are made at a specific point 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 market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on many judgments. 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.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

The fair value presentation for recurring assets is presented in Note 2. There were no recurring liabilities at December 31, 2020 and 2019. The fair value presentation for non-recurring assets is presented in Note 3. There were no non-recurring liabilities at December 31, 2020 and 2019. The carrying amount and estimated fair value of the Company’s financial instruments at December 31, 2020 and 2019 are as follows:

| (Dollars
in thousands) | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | Fair
Value Measurements at December 31, 2020 | | | |
| | Carrying
Amount | Level
1 | Level
2 | Level
3 | Total |
| Assets: | | | | | |
| Cash
and cash equivalents | $ 161,580 | 161,580 | - | - | 161,580 |
| Investment
securities available for sale | $ 245,249 | - | 245,249 | - | 245,249 |
| Other
investments | $ 4,155 | - | - | 4,155 | 4,155 |
| Mortgage
loans held for sale | $ 9,139 | - | - | 9,139 | 9,139 |
| Loans,
net | $ 938,731 | - | - | 924,845 | 924,845 |
| Cash
surrender value of life insurance | $ 16,968 | - | 16,968 | - | 16,968 |
| Liabilities: | | | | | |
| Deposits | $ 1,221,086 | - | - | 1,216,503 | 1,216,503 |
| Securities
sold under agreements | | | | | |
| to
repurchase | $ 26,201 | - | 26,201 | - | 26,201 |
| Junior
subordinated debentures | $ 15,464 | - | 15,464 | - | 15,464 |

| (Dollars
in thousands) | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | Fair
Value Measurements at December 31, 2019 | | | |
| | Carrying
Amount | Level
1 | Level
2 | Level
3 | Total |
| Assets: | | | | | |
| Cash
and cash equivalents | $ 52,387 | 52,387 | - | - | 52,387 |
| Investment
securities available for sale | $ 195,746 | - | 195,496 | 250 | 195,746 |
| Other
investments | $ 4,231 | - | - | 4,231 | 4,231 |
| Mortgage
loans held for sale | $ 4,417 | - | - | 4,417 | 4,417 |
| Loans,
net | $ 843,194 | - | - | 819,397 | 819,397 |
| Cash
surrender value of life insurance | $ 16,319 | - | 16,319 | - | 16,319 |
| Liabilities: | | | | | |
| Deposits | $ 966,517 | - | - | 955,766 | 955,766 |
| Securities
sold under agreements | | | | | |
| to
repurchase | $ 24,221 | - | 24,221 | - | 24,221 |
| Junior
subordinated debentures | $ 15,619 | - | 15,619 | - | 15,619 |

A-68

(17)

Peoples Bancorp of North Carolina, Inc. (Parent Company Only) Condensed Financial Statements

Balance Sheets

December 31, 2020 and 2019

(Dollars in thousands)

Assets	2020	2019
Cash	$ 664	1,187
Interest-bearing
time deposit	1,000	1,000
Investment
in subsidiaries	152,598	146,230
Investment
in PEBK Capital Trust II	464	619
Investment
securities available for sale	-	250
Other
assets	650	476
Total
assets	$ 155,376	149,762
Liabilities
and Shareholders' Equity
Junior
subordinated debentures	$ 15,464	15,619
Liabilities	13	23
Shareholders'
equity	139,899	134,120
Total
liabilities and shareholders' equity	$ 155,376	149,762

Statements of Earnings

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

Revenues:	2020	2019	2018
Interest
and dividend income	$ 7,539	12,850	4,544
Total
revenues	7,539	12,850	4,544
Expenses:
Interest	370	844	790
Other
operating expenses	625	629	678
Total
expenses	995	1,473	1,468
Income
before income tax benefit and equity in
undistributed
earnings of subsidiaries	6,544	11,377	3,076
Income
tax benefit	201	299	299
Income
before equity in undistributed
earnings
of subsidiaries	6,745	11,676	3,375
Equity
in undistributed earnings of subsidiaries	4,612	2,391	10,007
Net
earnings	$ 11,357	14,067	13,382

A-69

Statements of Cash Flows

For the Years Ended December 31, 2020, 2019 and 2018

(Dollars in thousands)

	2020	2019	2018
Cash
flows from operating activities:
Net
earnings	$ 11,357	14,067	13,382
Adjustments
to reconcile net earnings to net
cash
provided by operating activities:
Equity
in undistributed earnings of subsidiaries	(4,612 )	(2,391 )	(10,007 )
Change
in:
Other
assets	(19 )	57	13
Other
liabilities	(10 )	(13 )	6
Net
cash provided by operating activities	6,716	11,720	3,394
Cash
flows from investing activities:
Proceeds
from calls and maturities of investment securities
available
for sale	250	-	-
Net
cash provided by investing activities	250	-	-
Cash
flows from financing activities:
Repayment
of junior subordinated debentures	(155 )	(5,000 )	-
Cash
dividends paid on common stock	(4,392 )	(3,939 )	(3,133 )
Stock
repurchase	(2,999 )	(2,490 )	-
Proceeds
from exercise of restricted stock units	57	207	-
Net
cash used by financing activities	(7,489 )	(11,222 )	(3,133 )
Net
change in cash	(523 )	498	261
Cash
at beginning of year	1,187	689	428
Cash
at end of year	$ 664	1,187	689
Noncash
investing and financing activities:
Change
in unrealized gain on investment securities
available
for sale, net	$ 1,756	2,658	(2,607 )

(18)

Quarterly Data

| (Dollars
in thousands, except per share amounts) | 2020 — First | Second | Third | Fourth | 2019 — First | Second | Third | Fourth |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total interest
income | $ 12,250 | 11,638 | 11,868 | 12,202 | $ 12,183 | 12,375 | 12,430 | 12,613 |
| Total interest
expense | 1,041 | 912 | 942 | 941 | 757 | 781 | 994 | 1,225 |
| Net
interest income | 11,209 | 10,726 | 10,926 | 11,261 | 11,426 | 11,594 | 11,436 | 11,388 |
| Provision for loan
losses | 1,521 | 1,417 | 522 | 799 | 178 | 77 | 422 | 186 |
| Other
income | 4,595 | 5,239 | 7,132 | 5,948 | 4,120 | 4,385 | 4,708 | 4,526 |
| Other
expense | 11,449 | 11,452 | 11,914 | 14,116 | 10,916 | 11,244 | 11,267 | 12,090 |
| Income
before income taxes | 2,834 | 3,096 | 5,622 | 2,294 | 4,452 | 4,658 | 4,455 | 3,638 |
| Income tax
expense | 467 | 535 | 1,113 | 374 | 785 | 845 | 834 | 672 |
| Net
earnings | 2,367 | 2,561 | 4,509 | 1,920 | 3,667 | 3,813 | 3,621 | 2,966 |
| Basic
net earnings per share | $ 0.40 | 0.44 | 0.78 | 0.33 | $ 0.61 | 0.64 | 0.62 | 0.50 |
| Diluted
net earnings per share | $ 0.40 | 0.44 | 0.78 | 0.33 | $ 0.61 | 0.64 | 0.61 | 0.50 |

A-70

(19)

Subsequent Events

The Company has reviewed and evaluated subsequent events and transactions for material subsequent events through the date the financial statements are issued.

On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (the “Economic Aid Act”) became law. The Economic Aid Act reopened and expanded the PPP loan program through March 31, 2021. The changes to the PPP program allow new borrowers to apply for a loan under the original PPP loan program and the creation of an additional PPP loan for eligible borrowers. The Economic Aid Act also revises certain PPP requirements, including aspects of loan forgiveness on existing PPP loans. As of March 12, 2021, the Bank had originated $17.9 million in PPP loans under the expanded PPP loan program. The Bank expects to receive approximately $967,000 in fees from the SBA for PPP loans originated under the expanded PPP loan program as of March 12, 2021.

The outstanding balance of PPP loans originated in 2020 was $55.7 million at March 12, 2021, as compared to $75.8 million at December 31, 2020. The decrease from December 31, 2020 to March 12, 2021 was primarily due to PPP loans being forgiven by the SBA.

A-71

DIRECTORS AND OFFICERS OF THE COMPANY

DIRECTORS

Robert C. Abernethy – Chairman

Chairman of the Board, Peoples Bancorp of North Carolina, Inc. and Peoples Bank;

President, Secretary and Treasurer, Carolina Glove Company, Inc. (glove manufacturer)

Secretary and Assistant Treasurer, Midstate Contractors, Inc. (paving company)

James S. Abernethy

Vice President, Carolina Glove Company, Inc. (glove manufacturer)

President and Assistant Secretary, Midstate Contractors, Inc. (paving company)

Vice President, Secretary and Chairman of the Board of Directors, Alexander Railroad Company

Douglas S. Howard

Vice President and Treasurer, Denver Equipment Company of Charlotte, Inc.

John W. Lineberger, Jr.

President, Lincoln Bonded Warehouse Company (commercial warehousing facility)

Gary E. Matthews

President and Director, Matthews Construction Company, Inc. (general contractor)

Billy L. Price, Jr. MD

Practitioner of Internal Medicine, BL Price Jr. Medical Consultants, PLLC

Larry E. Robinson

Shareholder, Director, Chairman of the Board and Chief Executive Officer, The Blue Ridge Distributing Co., Inc. (beer and wine distributor)

Director and member of the Board of Directors, United Beverages of North Carolina, LLC (beer distributor)

William Gregory (Greg) Terry

President, Hole-In-One Advantage, LLC

Director/Consultant, Drum & Willis-Reynolds Funeral Homes and Crematory

Dan Ray Timmerman, Sr.

Chairman of the Board and Chief Executive Officer, Timmerman Manufacturing, Inc. (wrought iron furniture, railings and gates manufacturer)

Benjamin I. Zachary

President, Treasurer, General Manager and Director, Alexander Railroad Company

OFFICERS

Lance A. Sellers

President and Chief Executive Officer

Jeffrey N. Hooper

Executive Vice President, Chief Financial Officer, Corporate Treasurer and Assistant Corporate Secretary

William D. Cable, Sr.

Executive Vice President, Corporate Secretary and Assistant Corporate Treasurer

A-72

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APPENDIX B

PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION,

AS AMENDED, OF PEOPLES BANCORP OF NORTH CAROLINA, INC.

The proposed amendment to the Articles of Incorporation would, if approved, add the following new Article IX immediately after the end of existing Article VIII:

ARTICLE IX

Each director shall be elected by a majority of the votes cast with respect to the director by the shares represented in person or by proxy and entitled to vote at any meeting for the election of directors at which a quorum is present; provided, however, that, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes represented in person or by proxy at any such meeting and entitled to vote in the election of directors. For purposes of this Article IX, (a) a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director; provided that neither abstentions nor broker non-votes will be deemed to be votes “for” or “against” a director’s election; and (b) a contested election shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected and the excess number is the result of a timely nomination by a shareholder or shareholders in accordance with the Corporation’s Bylaws, as determined by the Secretary of the Corporation. The filling of any vacancy occurring in the Board of Directors shall be in accordance with the Bylaws.

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