Item 1A. Risk Factors.
There
are risks, many beyond our control, which could cause our results to differ significantly from management’s expectations.
Some of these risk factors are described below. Any factor described in this Annual Report on Form 10-K could, by itself or together
with one or more other factors, adversely affect our business, results of operations and/or financial condition. Additional risks
and uncertainties not currently known to us or that we currently consider to not be material also may materially and adversely
affect us. In assessing these risks, you should also refer to other information disclosed in our SEC filings, including the financial
statements and notes thereto. The risks discussed below also include forward-looking statements, and actual results may differ
substantially from those discussed or implied in these forward-looking statements.
Economic and Geographic-Related
Risks
Our business may be
adversely affected by economic conditions generally.
Our
financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding
loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer and
whose success we rely on to drive our growth, is highly dependent upon the business environment in the primary markets where we
operate and in the U.S. as a whole. Unlike larger banks that are more geographically diversified, we are a regional bank that
provides banking and financial services to customers primarily in South Carolina and Georgia. The economic conditions in these
local markets may be different from, and in some instances worse than, the economic conditions in the U.S. as a whole. In 2025
and early 2026, continued regional economic uncertainty—exacerbated by persistent inflation, elevated interest rates, geopolitical
developments, and subdued consumer spending—may further increase the risks in our primary markets.
Some elements
of the business environment that affect our financial performance include short-term and long-term interest rates, the prevailing
yield curve, inflation and price levels, monetary and trade policy, unemployment and the strength of the domestic economy and
the local economy in the markets in which we operate. Unfavorable market conditions can result in a deterioration in the credit
quality of our borrowers and the demand for our products and services, an increase in the number of loan delinquencies, defaults
and charge-offs, foreclosures, additional provisions for credit losses, adverse asset values of the collateral securing our loans
and an overall material adverse effect on the quality of our loan portfolio. The majority of our loan portfolio is secured by
real estate. A decline in real estate values can negatively impact our ability to recover our investment should the borrower become
delinquent. Loans secured by stock or other collateral may be adversely impacted by a downturn in the economy and other factors
that could reduce the recoverability of our investment. Unsecured loans are dependent on the solvency of the borrower, which can
deteriorate, leaving us with a risk of loss. Unfavorable or uncertain economic and market conditions can be caused by declines
in economic growth, business activity or investor or business confidence, limitations on the availability or increases in the
cost of credit and capital, increases in inflation or interest rates, high unemployment, natural disasters, epidemics and pandemics,
or a combination of these or other factors.
In addition,
there are continuing concerns related to, among other things, the level of U.S. government debt and fiscal actions that may be
taken to address that debt, a potential resurgence of economic and political tensions with China, the war in Ukraine, and the
Middle East conflict, all of which may have a destabilizing effect on financial markets and economic activity. Economic pressure
on consumers and overall economic uncertainty may result in changes in consumer and business spending, borrowing, and saving habits.
These economic conditions and/or other negative developments in the domestic or international credit markets or economies may
significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations,
costs, and profitability. Declines in real estate values and sales volumes and high unemployment or underemployment may also result
in higher-than-expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand
for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity,
and financial condition.
In
2023 and 2024, concerns about the financial condition of certain U.S. banking institutions led to multiple bank failures, including
Silicon Valley Bank, Signature Bank, New York, NY, First Republic Bank, Republic First Bank in April 2024, and most recently,
The Santa Anna National Bank (June 27, 2025), Pulaski Savings Bank (January 17, 2025), and Metropolitan Capital Bank & Trust
(January 30, 2026). The FDIC intervened in each case, including through resolution transactions (such as purchase and assumption
transactions). While our business and depositor profile differ from these banks, financial sector volatility, particularly in
times of stress, may impact our stock price and operations. The long-term regulatory and market consequences of these failures
remain uncertain but could include increased FDIC assessments and further bank closures. As of December 31, 2025, these events
have not materially affected our deposit balances.
Credit and Interest Rate
Risk
Our decisions regarding credit
risk and allowance for credit losses may materially and adversely affect our business.
Making loans
and other extensions of credit is an essential element of our business. Although we seek to mitigate risks inherent in lending
by adhering to specific underwriting practices, our loans and other extensions of credit may not be repaid. The risk of nonpayment
is affected by a number of factors, including:
· credit risks of a particular customer;
· changes in economic and industry conditions; and
We attempt to
maintain an appropriate allowance for credit losses to provide for potential losses in our loan portfolio. We periodically determine
the amount of the allowance based on consideration of several factors, including:
· evaluation of economic conditions;
There
is no precise method of predicting credit losses; therefore, we face the risk that charge-offs in future periods will exceed our
allowance for credit losses and that additional increases in the allowance for credit losses will be required. Economic uncertainty
could remain elevated entering 2026, driven by persistent inflationary pressures, elevated interest rates, geopolitical conflicts,
and the potential for continued volatility in global markets—despite forecasts for moderate growth in the U.S. and abroad.
Additions to the allowance for credit losses would result in a decrease of our net income, and possibly our capital.
Federal
and state regulators periodically review our allowance for credit losses and may require us to increase our provision for credit
losses or recognize further loan charge-offs, based on judgments different than those of our management. Any increase in the amount
of our provision or loans charged-off could have a negative effect on our operating results.
We may have higher credit
losses than we have allowed for in our allowance for credit losses.
Our actual credit
losses could exceed our allowance for credit losses. Our average loan size continues to increase and reliance on our historic
allowance for credit losses may not be adequate. As of December 31, 2025, approximately 84.5% of our loan portfolio (excluding
loans held for sale) is composed of construction (11.6%), commercial mortgage (65.9%) and commercial and industrial (7.0%) loans.
Repayment of such loans is generally considered more subject to market risk than residential mortgage loans. Industry experience
shows that a portion of loans will become delinquent, and a portion of loans will require partial or entire charge-off. Regardless
of the underwriting criteria utilized, losses may be experienced as a result of various factors beyond our control, including
changes in market conditions affecting the value of loan collateral and problems affecting the credit of our borrowers. If we
suffer credit losses that exceed our allowance for credit losses, our financial condition, liquidity, or results of operations
could be materially and adversely affected.
We have a concentration
of credit exposure in commercial real estate and challenges faced by the commercial real estate market could adversely affect
our business, financial condition, and results of operations.
As of December
31, 2025, we had approximately $978.5 million in loans outstanding to borrowers whereby the collateral securing the loan was commercial
real estate, representing approximately 74.63% of our total loans outstanding as of that date. Approximately $290.0 million, or
22.1% of our total loans, and 29.6% of our commercial real estate loans are secured by owner-occupied properties. Commercial real
estate loans are generally viewed as having more risk of default than residential real estate loans. They are also typically larger
than residential real estate loans and consumer loans and depend on cash flows from the owner’s business or the property
to service the debt. Cash flows may be affected significantly by general economic conditions, and a downturn in the local economy
or in occupancy rates in the local economy where the property is located could increase the likelihood of default. Because our
loan portfolio contains a number of commercial real estate loans with relatively large balances, the deterioration of one or a
few of these loans could cause a significant increase in our level of non-performing loans. An increase in non-performing loans
could result in a loss of earnings from these loans, an increase in the related provision for credit losses and an increase in
charge-offs, all of which could have a material adverse effect on our financial condition and results of operations.
Our commercial
real estate loans have grown 6.2%, or $57.5 million, since December 31, 2024. The banking regulators give commercial real estate
lending greater scrutiny, and they may require banks with higher levels of commercial real estate loans to implement more stringent
underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances
for credit losses and capital levels as a result of commercial real estate lending growth and exposures. We have expertise and
a long history in originating and managing commercial real estate loans. We have a strong credit underwriting process, which includes
management and board oversight. We perform rigorous monitoring, stress testing, and reporting of these portfolios at the management
and board levels, and we continue to monitor the level of the concentration in commercial real estate loans within the Bank’s
loan portfolio monthly. Regulatory expectations relating to commercial real estate underwriting, portfolio management and capital
may continue to evolve, which could require us to enhance our risk management practices and/or constrain future growth.
Imposition of limits
by the bank regulators on commercial and multi-family real estate lending activities could curtail our growth and adversely affect
our earnings.
The 2006
“Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”)
provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where (i) total
non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate,
and construction and land loans, represent 300% or more of an institution’s total risk-based capital, and the outstanding
balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36 months, or (ii) construction
and land development loans exceed 100% of total risk-based capital. Our total non-owner-occupied commercial real estate loans
represented 307% of the Bank’s total risk-based capital at December 31, 2025, and our construction and land development
loans represented 71% of the Bank’s total risk-based capital at December 31, 2025. Furthermore, our three-year growth in
non-owner occupied commercial real estate loans was 37% from December 31, 2022 to December 31, 2025. While these levels were below
the CRE Guidance’s numerical screening criteria as of December 31, 2025, changes in portfolio composition, growth rates,
credit performance, or regulatory expectations could result in increased supervisory scrutiny.
In December
2015, the regulatory agencies released a statement on prudent risk management for commercial real estate lending that indicated,
among other things, the intent to continue “to pay special attention” to commercial real estate lending activities
and concentrations going forward. More recently, in 2024, the FDIC and the Federal Reserve reaffirmed their commitment to stringent
oversight of CRE exposures in response to evolving market conditions. In early 2025, preliminary guidance from regulators suggested
that any further acceleration in CRE loan growth or deterioration in loan performance could prompt the imposition of additional
limits or remedial actions, which, if implemented, could curtail our growth and adversely affect our earnings.
Repayment of our commercial
business loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these
loans may fluctuate in value.
At December
31, 2025, commercial business loans comprised 7.0% of our total loan portfolio. Our commercial business loans are originated primarily
based on the identified cash flow and general liquidity of the borrower and secondarily on the underlying collateral provided
by the borrower and/or repayment capacity of any guarantor. The borrower’s cash flow may be unpredictable, and collateral
securing these loans may fluctuate in value. Although commercial business loans are often collateralized by equipment, inventory,
accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient
source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use. In addition,
business assets may depreciate over time, be difficult to appraise, and fluctuate in value based on the success of the business.
Accordingly, the repayment of commercial business loans depends primarily on the cash flow and credit worthiness of the borrower
and secondarily on the underlying collateral value provided by the borrower and liquidity of the guarantor. If these borrowers
do not have sufficient cash flows or resources to pay these loans as they come due or the value of the underlying collateral is
insufficient to fully secure these loans, we may suffer losses on these loans that exceed our allowance for credit losses.
Our focus on lending
to small to mid-sized community-based businesses may increase our credit risk.
Most of our commercial
business and commercial real estate loans are made to small business or middle market customers. These businesses generally have
fewer financial resources in terms of capital or borrowing capacity than larger entities and have a heightened vulnerability to
economic conditions. If general economic conditions in the markets in which we operate negatively impact this important customer
sector, our results of operations and financial condition and the value of our common stock may be adversely affected. Moreover,
a portion of these loans have been made by us in recent years and the borrowers may not have experienced a complete business or
economic cycle. Furthermore, the deterioration of our borrowers’ businesses may hinder their ability to repay their loans
with us, which could have a material adverse effect on our financial condition and results of operations.
Our underwriting decisions
may materially and adversely affect our business.
While we generally
underwrite the loans in our portfolio in accordance with our own internal underwriting guidelines and regulatory supervisory guidelines,
in certain circumstances we have made loans which exceed either our internal underwriting guidelines, supervisory guidelines,
or both. As of December 31, 2025, approximately $23.1 million of our loans, or 11.9% of the Bank’s regulatory capital (Tier
1 Capital plus allowance for credit losses), had loan-to-value ratios that exceeded regulatory supervisory guidelines, of which
one loan totaling approximately $350 thousand had a loan-to-value ratio of 100% or more. In addition, supervisory limits on commercial
loan-to-value exceptions are set at 30% of the Bank’s tier 1 capital plus allowance for credit losses. At December 31, 2025,
$11.2 million of our commercial loans, or 5.8% of the Bank’s regulatory capital, exceeded the supervisory loan-to-value
ratio. The number of loans in our portfolio with loan-to-value ratios in excess of supervisory guidelines, our internal guidelines,
or both could increase the risk of delinquencies and defaults in our portfolio, which could have a material adverse effect on
our financial condition and results of operations.
We depend on the accuracy
and completeness of information about clients and counterparties and our financial condition could be adversely affected if we
rely on misleading information.
In deciding
whether to extend credit or to enter into other transactions with clients and counterparties, we may rely on information furnished
to us by or on behalf of clients and counterparties, including financial statements and other financial information, which we
do not independently verify. We also may rely on representations of clients and counterparties as to the accuracy and completeness
of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether
to extend credit to clients, we may assume that a customer’s audited financial statements conform with GAAP and present
fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our financial
condition and results of operations could be negatively impacted to the extent we rely on financial statements that do not comply
with GAAP or are materially misleading.
If we fail to effectively
manage credit risk and interest rate risk, our business and financial condition will suffer.
We must effectively
manage credit risk. There are risks inherent in making any loan, including risks with respect to (i) the period of time over which
the loan may be repaid, (ii) proper loan underwriting and guidelines, (iii) changes in economic and industry conditions, (iv)
the credit risks of individual borrowers, and (v) risks resulting from uncertainties as to the future value of collateral. There
is no assurance that our credit risk monitoring and loan approval procedures are or will be adequate or will reduce the inherent
risks associated with lending. Our credit administration personnel, policies and procedures may not adequately adapt to changes
in economic or any other conditions affecting customers and the quality of our loan portfolio. Any failure to manage such credit
risks may materially adversely affect our business and our consolidated results of operations and financial condition.
Changes in prevailing interest
rates may reduce our profitability.
Our results of
operations depend in large part upon the level of our net interest income, which is the difference between interest income from
interest-earning assets, such as loans and investment securities, which include mortgage-backed securities, and interest expense
on interest-bearing liabilities, such as deposits and borrowings. Depending on the terms and maturities of our assets and liabilities,
we believe a significant change in interest rates could potentially have a material adverse effect on our profitability. Many
factors cause changes in interest rates, including governmental monetary policies and domestic and international economic and
political conditions. While we intend to manage the effects of changes in interest rates by adjusting the terms, maturities, and
pricing of our assets and liabilities, our efforts may not be effective, and our financial condition and results of operations
could suffer.
Capital and Liquidity Risks
Changes in the financial markets
could impair the value of our investment portfolio.
Our investment
securities portfolio is a significant component of our total earning assets. Total investment securities averaged $499.7 million
in 2025, as compared to $491.0 million in 2024. This represents 25.9% and 27.5% of the average earning assets for the years ended
December 31, 2025 and 2024, respectively. At December 31, 2025, the portfolio was 25.2% of earning assets compared to 26.6% of
earning assets at December 31, 2024. Turmoil in the financial markets could impair the market value of our investment portfolio,
which could adversely affect our net income and possibly our capital. Market volatility, increased regulatory scrutiny of financial
institutions, or adverse perceptions regarding the banking industry could further constrain capital availability and liquidity,
including access to wholesale funding sources.
On June 1, 2022,
we reclassified $224.5 million in investments to held-to-maturity (HTM) from available-for-sale (AFS). These securities were transferred
at fair value at the time of the transfer, which became the new cost basis for the securities held to maturity. The pretax unrealized
net holding loss on the available for sale securities on the date of transfer totaled approximately $16.7 million and continued
to be reported as a component of accumulated other comprehensive loss. This net unrealized loss is being amortized to interest
income over the remaining life of the securities as a yield adjustment. There were no gains or losses recognized as a result of
this transfer. The remaining pretax unrealized net holding loss on these investments was $10.6 million ($8.4 million net of tax)
and $12.3 million ($9.7 million net of tax) at December 31, 2025 and 2024, respectively.
During the three
months ended September 2023, we sold $39.9 million of book value U.S. Treasuries in our available-for-sale investment securities
portfolio. While this sale created a one-time pre-tax loss of $1.2 million, it provided additional liquidity which was used to
pay down borrowings and fund loan growth. The weighted average book yield of the securities sold was 1.75% and the projected earn
back period was 1.6 years. We may from time to time reposition or sell investment securities for liquidity, interest rate risk
management or balance sheet objectives; however, such actions could result in realized losses and could adversely affect our earnings
and capital.
Our HTM investments
totaled $195.1 million and represented approximately 39.6% of our total investments at December 31, 2025. Our AFS investments
totaled $294.1 million, or approximately 59.8% of our total investments at December 31, 2025. Investments at cost totaled $2.9
million, or approximately 0.6% of our total investments at December 31, 2025. The effective duration on our total investment securities
portfolio was approximately 3.1 at December 31, 2025.
Securities which
have unrealized losses were not considered to be credit loss impaired at December 31, 2025 or at December 31, 2024 and we believe
it is more likely than not we will be able to hold these until they mature or recover our current book value. We currently maintain
liquidity resources and contingency funding sources that we believe support our ability to hold these investments until they mature,
or until there is a market price recovery. However, if we were to cease to have the ability and intent to hold these investments
until maturity or the market prices do not recover, and we were to sell these securities at a loss, it could adversely affect
our net income and our capital. Likewise, recent bank failures and heightened sensitivity to liquidity risk have increased regulatory
and market focus on contingency funding planning and liquidity stress testing and could increase our funding costs or reduce the
availability of certain funding sources.
The Bank is subject
to strict capital requirements, which could be amended to be more stringent, in the future.
The Company
and the Bank are each required by federal regulatory authorities to maintain adequate levels of capital to support their operations
and to comply with evolving regulatory capital expectations, including stress testing, capital planning, and concentration risk
considerations. In addition, the Bank is subject to regulatory requirements specifying minimum amounts and types of capital that
we must maintain and an additional capital conservation buffer. From time to time, the regulators change these regulatory capital
adequacy guidelines. If we fail to meet these capital guidelines and other regulatory requirements, we or our subsidiaries may
be restricted in the types of activities we may conduct and we may be prohibited from taking certain capital actions, such as
paying dividends, repurchasing or redeeming capital securities, and paying certain bonuses. In particular, the capital requirements
applicable under Basel III require the Bank to satisfy minimum capital adequacy standards and related buffer requirements. Failure
to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators
that, if undertaken, could have an adverse material effect on our financial condition and results of operations. In addition,
these requirements could have a negative impact on our ability to lend, grow deposit balances, make acquisitions, make capital
distributions in the form of dividends or share repurchases, or pay certain bonuses needed to attract and retain key personnel.
Higher capital levels could also lower our return on equity.
Risks Related to Our Industry
Inflationary
pressures and rising prices may affect our results of operations and financial condition.
In
2021 through 2022, inflation rose to levels not seen for over 40 years, reaching 7.0% and 6.5% (based on CPI-U annual percent change),
respectively. The annual inflation rate decreased to 3.4% in 2023 and to 2.9% in 2024, and was approximately 2.7% in 2025. Nonetheless,
persistently higher input costs, wage pressures, and supply chain disruptions or other cost pressures may challenge our customers’
ability to service their debt, thereby potentially increasing our credit risk. Inflation could lead to increased costs to our customers,
making it more difficult for them to repay their loans or other obligations, increasing our credit risk. Sustained higher interest
rates by the Federal Reserve may be needed to tame persistent inflationary price pressures, which could push down asset prices and weaken
economic activity. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies
and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which,
in turn, would adversely affect our business, financial condition and results of operations.
The Federal
Reserve has implemented significant economic strategies that have affected interest rates, inflation, asset values, and the shape
of the yield curve.
In
recent years, the Federal Reserve has maintained a relatively tight monetary policy to address persistent inflationary pressures,
resulting in elevated short-term interest rates. In mid-2024, as inflation began to moderate, the Federal Reserve signaled a gradual
recalibration of its policy stance, though it remains cautious amid ongoing economic uncertainty.
Effects
on the yield curve often are most pronounced at the short end of the curve, which is of particular importance to us and other
banks. Among other things, easing strategies are intended to lower interest rates, expand the money supply, and stimulate economic
activity, while tightening strategies are intended to increase interest rates, discourage borrowing, tighten the money supply,
and restrain economic activity. Recent periods have demonstrated that when short-term rates rise more rapidly than long-term rates,
the yield curve can invert—an occurrence that, while relatively uncommon, may signal potential economic slowdowns or increased
recessionary risks.
It
is unclear how long it will take for long-term rates to catch up. Many external factors may interfere with the effects of these
plans or cause them to be changed, sometimes quickly. Such factors include significant economic trends or events as well as significant
international monetary policies and events. Elevated interest rates, combined with an inverted or flattening yield curve, can
increase borrowing costs, depress asset values, and reduce loan demand—factors that may adversely affect our operating results
and financial condition. Moreover, unexpected shifts in domestic or international economic policies, or abrupt changes in market
conditions, could lead to rapid alterations in the yield curve and further impact the broader financial system.
Adverse
developments affecting the financial services industry, such as the 2023 and 2024 bank failures or concerns involving liquidity,
may have a material adverse effect on our operations.
The
high-profile bank failures in 2023 and 2024 involving Silicon Valley Bank, Signature Bank, New York, NY, First Republic Bank,
and Republic First Bank caused general uncertainty and concern regarding the liquidity adequacy of the banking sector. Although
we were not directly affected by these bank failures, the resulting speed and ease in which news, including social media commentary,
led depositors to withdraw or attempt to withdraw their funds from these and other financial institutions, which then caused the
stock prices of many financial institutions to become volatile. In 2024 and into 2025, continued concerns regarding the stability
of certain regional banks and potential liquidity risks have further contributed to market volatility and investor caution. The
failure of the Santa Anna National Bank and Pulaski Savings Bank in 2025, and Metropolitan Capital Bank & Trust in early 2026
has only added to this uncertainty. Additional bank failures could have an adverse effect on our financial condition and results
of operations, either directly or through an adverse impact on certain of our customers. Further, with the risk of any additional
bank failures, we may face the potential for reputational risk, deposit outflows, increased costs and competition for liquidity,
and increased credit risk which, individually or in the aggregate, could have a material adverse effect on our business, financial
condition and results of operations.
Higher FDIC deposit insurance
premiums and assessments could adversely affect our financial condition.
Our deposits
are insured up to applicable limits by the Deposit Insurance Fund of the FDIC and are subject to deposit insurance assessments
to maintain deposit insurance. As an FDIC-insured institution, we are required to pay quarterly deposit insurance premium assessments
to the FDIC. Although we cannot predict what the insurance assessment rates will be in the future, either deterioration in our
risk-based capital ratios or adjustments to the base assessment rates could have a material adverse impact on our business, financial
condition, results of operations, and cash flows.
We could experience a loss due
to competition with other financial institutions or non-bank companies.
We face substantial
competition in all areas of our operations from a variety of different competitors, both within and beyond our principal markets, many
of which are larger and may have more financial resources. Such competitors primarily include national, regional, community, and internet
banks within the various markets in which we operate. We also face competition from many other types of financial institutions, including,
without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, and other financial intermediaries.
The financial services industry could become even more competitive as a result of legislative and regulatory changes and continued consolidation.
In addition, as customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible
for banks to offer products and services in more areas in which they do not have a physical location and for non-bank such as
FinTech companies, to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.
Banks, securities firms, and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually
any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting), and merchant banking.
Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors
may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing
for those products and services than we can. Likewise, rapid adoption of AI by competitors, either in financial services or FinTech,
could create significant pressure on pricing, automation, or client satisfaction. If we fail to keep pace with AI-enabled analytics and
customer offerings, our competitive positioning could be detrimentally impacted.
Our ability to
compete successfully depends on a number of factors, including, among other things:
· our ability to expand our market position;
· customer satisfaction with our level of service; and
· industry and general economic trends.
Failure to perform in any of these
areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in
turn, could have a material adverse effect on our business, financial condition and results of operations.
We may be adversely
affected by the soundness of other financial institutions.
Financial
services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure
to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services
industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients. Many of these transactions
expose us to credit risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated
when the collateral held by the bank cannot be realized upon or is liquidated at prices not sufficient to recover the full amount
of the credit or derivative exposure due to the bank. Any such losses could have a material adverse effect on our financial condition
and results of operations.
Failure to keep pace
with technological change could adversely affect our business.
The financial
services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products
and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers
and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology
to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations.
Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively
implement new technology-driven products and services or be successful in marketing these products and services to our customers.
In addition, we depend on internal and outsourced technology to support all aspects of our business operations. Failure to successfully
keep pace with technological changes could have a material adverse impact on our business, financial condition, and results of
operations. In 2024 and 2025, the pace of technological change has accelerated, and the rapid evolution of cybersecurity threats,
as well as the need to integrate new digital platforms, has increased the risks associated with failure to adapt.
The development and
use of AI presents risks and challenges that may adversely impact our business.
The development
and use of AI by us or our third-party vendors poses significant risks. The evolving legal and regulatory landscape—covering
intellectual property, privacy, consumer protection, employment, and more—could force costly changes and heighten non-compliance
risks. AI models, especially generative ones, might produce biased, inaccurate, harmful, or otherwise ‘hallucinated’
outputs, disclose confidential information, or infringe on intellectual property rights. Moreover, their inherent complexity limits
transparency, thus complicating oversight and error reduction. Reliance on third-party models further exposes us to risks associated
with unauthorized training data and their risk management practices. Any of these issues could lead to legal liabilities, reputational
harm, and adverse impacts on our business.
New lines of business
or new products and services may subject us to additional risk.
From time
to time, we may implement new lines of business or offer new products and services within existing lines of business. There are
substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed.
In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources.
Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved,
and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive
alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business and/or
a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact
on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation
of new lines of business and/or new products or services could have a material adverse effect on our business, financial condition,
and results of operations.
Consumers may decide
not to use banks to complete their financial transactions.
Technology and
other changes are allowing parties to complete financial transactions through alternative methods that historically have involved
banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts,
mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills and/or
transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,”
could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits.
The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on
our financial condition and results of operations.
Brokered
deposits and other wholesale funding sources may be unavailable, more costly, or subject to regulatory restrictions, which could
adversely affect our liquidity and net interest income.
We
may from time to time use brokered deposits, including brokered certificates of deposit, as a source of funding to support asset
growth, augment deposits generated from our branch network and assist in the management of our interest rate risk. Brokered deposits
and other wholesale funding sources may be less stable than core deposits and may be more expensive, particularly during periods
of market stress or heightened competition for deposits. In addition, there can be no assurance that brokered deposits or other
wholesale funding sources will be available when needed, will remain available, or will be available on acceptable terms.
FDIC
regulations restrict the acceptance of brokered deposits by institutions that are less than “well capitalized,” and
those restrictions could limit our ability to access new brokered deposits or retain or replace maturing brokered deposits if
our capital ratios decline. As of December 31, 2025, we had no brokered deposits, down from $10.4 million (0.6% of total deposits)
at December 31, 2024; however, we may use brokered deposits in the future as part of our funding strategy. We maintain policies
and procedures governing the use of brokered deposits, including limits on brokered deposits as a percentage of total deposits
and oversight by management, our Asset/Liability Committee and our board of directors.
If,
as a result of competitive pressures, changes in market interest rates, alternative investment opportunities, general economic
conditions or other factors, our deposit balances decrease or shift toward higher-cost products, we may need to rely more heavily
on brokered deposits and other wholesale funding sources or raise deposit rates to maintain deposit levels. Any increase in our
funding costs, reduced access to funding, or increased volatility in our funding sources could reduce our net interest income
and adversely affect our liquidity, financial condition and results of operations.
Risks Related to Our Strategy
We may be adversely
affected by risks associated with future mergers and acquisitions, including execution risk, which could disrupt our business
and dilute shareholder value.
From time to
time, we may seek to acquire other financial institutions or parts of those institutions. We may also expand into new markets,
like we did in York County, South Carolina, which we refer to as the Piedmont Region, in 2022, or into lines of business or offer
new products or services. These activities would involve a number of risks, including:
If we do not
successfully manage these risks, our merger and acquisition activities could have a material adverse effect on our business, financial
condition, and results of operations, including short-term and long-term liquidity, and our ability to successfully implement
our strategic plan.
We may be exposed to difficulties
in combining the operations of acquired businesses into our own operations, which may prevent us from achieving the expected benefits
from our acquisition activities.
We may not be
able to fully achieve the strategic objectives and operating efficiencies that we anticipate in our acquisition activities. Inherent
uncertainties exist in integrating the operations of an acquired business. In addition, the markets and industries in which we
and our potential acquisition targets operate are highly competitive. We may lose customers or the customers of acquired entities
as a result of an acquisition. We also may lose key personnel from the acquired entity as a result of an acquisition. We may not
discover all known and unknown factors when examining a company for acquisition during the due diligence period. These factors
could produce unintended and unexpected consequences. Undiscovered factors arising from an acquisition could bring civil, criminal,
and financial liabilities against us, our management, and the management of the acquired entity. These factors could contribute
to us not achieving the expected benefits from acquisitions within desired time frames.
New or acquired banking office
facilities and other facilities may not be profitable.
We may not be
able to identify profitable locations for new banking offices. The costs to start up new banking offices or to acquire existing
branches, and the additional costs to operate these facilities, may increase our non-interest expense and decrease our earnings
in the short term. It may be difficult to adequately and profitably manage our growth through the establishment or purchase of
additional banking offices and we can provide no assurance that any such banking offices will successfully attract enough deposits
to offset the expenses of their operation. In addition, any new or acquired banking offices will be subject to regulatory approval,
and there can be no assurance that we will succeed in securing such approval.
Risks Related to Our Human Capital
We are dependent on
key individuals, and the loss of one or more of these key individuals could curtail our growth and adversely affect our prospects.
Michael C. Crapps,
our president and chief executive officer, and J. Ted Nissen, the Bank’s president and chief executive officer, each have
extensive and long-standing ties within our primary market area and substantial experience with our operations, and each has contributed
significantly to our business. If we lose the services of Mr. Crapps or Mr. Nissen, each would be difficult to replace, and our
business and development could be materially and adversely affected.
Our success also
depends, in part, on our continued ability to attract and retain experienced loan originators, as well as other management personnel.
Competition for personnel is intense, and we may not be successful in attracting or retaining qualified personnel. Labor market
conditions, including wage inflation, competition for skilled personnel and changing workforce preferences, may increase our compensation
and recruiting costs and make it more difficult to attract and retain qualified employees. While labor conditions have continued
to evolve through 2024 and 2025, talent retention and competition for skilled workers remain key concerns for many industries.
Our failure to compete for these personnel, or the loss of the services of several of such key personnel, could adversely affect
our business strategy and materially and adversely affect our business, results of operations, and financial condition.
Operational Risks
A failure in or breach
of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers or other
third parties, including as a result of cyber attacks, could disrupt our businesses, result in the disclosure or misuse of confidential
or proprietary information, damage our reputation, increase our costs, and cause losses.
We rely heavily
on communications and information systems to conduct our business. Information security risks for financial institutions such
as ours have increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications
technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, and
state-sponsored actors, hacktivists, and other external parties. As customer, public, and regulatory expectations regarding operational
and information security have increased, our operating systems and infrastructure must continue to be safeguarded and monitored
for potential failures, disruptions, and breakdowns. Our business, financial, accounting, and data processing systems, or other
operating systems and facilities may stop operating properly or become disabled or damaged as a result of a number of factors,
including events that are wholly or partially beyond our control. For example, there could be electrical or telecommunication
outages, natural disasters such as earthquakes, tornadoes, and hurricanes, public health events, events arising from local or
larger scale political or social matters, including terrorist acts, and as described below, cyber attacks.
As noted above,
our business relies on our digital technologies, computer and email systems, software, and networks to conduct its operations.
Although we have information security procedures and controls in place, our technologies, systems, networks, and our customers’
devices may become the target of cyber attacks or information security breaches that could result in the unauthorized release,
gathering, monitoring, misuse, loss, or destruction of our or our customers’ or other third parties’ confidential
information. Third parties with whom we do business or that facilitate our business activities, including financial intermediaries,
service providers and other vendors, and other unaffiliated third parties, could also be sources of operational and information
security risk to us, including from breakdowns or failures of their own systems or capacity constraints.
While we have
disaster recovery and other policies, plans and procedures designed to prevent or limit the effect of the failure, interruption
or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches
will not occur or, if they do occur, that they will be adequately addressed. Our risk and exposure to these matters remains heightened
because of the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of our
controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack, damage
or unauthorized access remain a focus for us. As threats continue to evolve, we may be required to expend additional resources
to continue to modify or enhance our protective measures or to investigate and remediate information security vulnerabilities.
Disruptions or failures in the physical infrastructure or operating systems that support our businesses and clients, or cyber
attacks or security breaches of the networks, systems or devices that our clients use to access our products and services could
result in client attrition, regulatory fines, penalties or intervention, remediation and notification costs, reputation damage,
reimbursement or other compensation costs, and/or additional compliance costs, any of which could have a material effect on our
results of operations or financial condition.
Our information systems may
experience failure, interruption or breach in security.
In the ordinary
course of business, we rely on electronic communications and information systems to conduct our operations and to store sensitive
data. Any failure, interruption or breach in security of these systems could result in significant disruption to our operations.
Information security breaches and cybersecurity-related incidents include, but are not limited to, attempts to access information,
including customer and company information, malicious code, computer viruses and denial of service attacks that could result in
unauthorized access, theft, misuse, loss, release or destruction of data (including confidential customer information), account
takeovers, unavailability of service or other events. These types of threats may derive from human error, fraud or malice on the
part of external or internal parties or may result from accidental technological failure. Our technologies, systems, networks
and software have been and continue to be subject to cybersecurity threats and attacks, which range from uncoordinated individual
attempts to sophisticated and targeted measures aimed at us. Any failures related to upgrades and maintenance of our technology
and information systems could further increase our information and system security risk. Our increased use of cloud and other
technologies also increases our risk of being subject to a cyber-attack. The risk of a security breach or disruption, particularly
through cyber-attack or cyber-intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions
from around the world have increased. Our customers, employees and third parties that we do business with have been, and will
continue to be, targeted by parties using fraudulent emails and other communications in attempts to misappropriate passwords,
bank account information or other personal information or to introduce viruses or other malware programs to our information systems,
the information systems of our merchants or third-party service providers and/or our customers’ personal devices, which
are beyond our security control systems. Though we endeavor to mitigate these threats through product improvements, use of encryption
and authentication technology and customer and employee education, such cyber-attacks against us, our merchants, our third-party
service providers and our customers remain a serious issue.
Although we make
significant efforts to maintain the security and integrity of our information systems and have implemented various measures to
manage the risks of a security breach or disruption, there can be no assurance that our security efforts and measures will be
effective or that attempted security breaches or disruptions would not be successful or damaging. Even well protected information,
networks, systems and facilities remain potentially vulnerable to attempted security breaches or disruptions because the techniques
used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases
are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques
or to implement fully effective security barriers or other preventative measures, and thus it is virtually impossible for us to
entirely mitigate this risk. Furthermore, in the event of a cyber-attack, we may be delayed in identifying or responding to the
attack, which could increase the negative impact of the cyber-attack on our business, financial condition and results of operations.
While we maintain specific “cyber” insurance coverage, which would apply in the event of various breach scenarios,
the amount of coverage may not be adequate in any particular case. Furthermore, because cyber threat scenarios are inherently
difficult to predict and can take many forms, some breaches may not be covered under our cyber insurance coverage or may be subject
to exclusions, deductibles or coverage limits.
A security breach
or other significant disruption of our information systems or those related to our customers, merchants or our third-party vendors,
including as a result of cyber-attacks, could (i) disrupt the proper functioning of our networks and systems and therefore our
operations and/or those of our customers; (ii) result in the unauthorized access to, and destruction, loss, theft, misappropriation
or release of confidential, sensitive or otherwise valuable information of ours or our customers; (iii) result in a violation
of applicable privacy, data breach and other laws, subjecting us to additional regulatory scrutiny and exposing us to civil litigation,
enforcement actions, governmental fines and possible financial liability; (iv) require significant management attention and
resources to remedy the damages that result; or (v) harm our reputation or cause a decrease in the number of customers that
choose to do business with us. The occurrence of any of the foregoing could have a material adverse effect on our business, financial
condition and results of operations.
Increased fraud risk
could adversely impact our business
Fraud schemes
are becoming more sophisticated, often involving criminal networks and techniques such as check fraud, ATM skimming, social engineering
and phishing attacks to obtain personal information or impersonation of our clients through the use of falsified or stolen credentials,
and identity theft. Fraudsters may also use automated tools and AI-enabled techniques to increase the scale and effectiveness of social
engineering and impersonation. Fraudsters may also exploit online banking to establish accounts for fraudulent activities. Further, in
addition to fraud committed against us, we may suffer losses as a result of fraudulent activity committed against third parties. Increased
deployment of technologies, may reduce certain aspects of fraud; however, criminals are turning to other sources to steal personally
identifiable information, such as unaffiliated healthcare providers and government entities, in order to impersonate the consumer to
commit fraud. Many of these data compromises are widely reported in the media. We have increased investments in fraud prevention, but
losses may still occur, potentially harming our customers, reputation, and financial condition. Fraud-related costs—including regulatory
scrutiny, legal liability, and business disruption—could materially impact our operations.
Our
use of third-party vendors and our other ongoing third-party business relationships are subject to increasing regulatory requirements
and attention.
We regularly
use third party vendors as part of our business and have substantial ongoing business relationships with other third parties.
These types of third-party relationships are subject to increasingly demanding regulatory requirements and attention by our bank
regulators. Regulatory guidance and supervisory expectations require us to enhance our due diligence, ongoing monitoring and control
over our third-party vendors and other ongoing third-party business relationships. We expect that our regulators will hold us
responsible for deficiencies in our oversight and control of our third-party relationships and in the performance of the parties
with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight
and control over our third party vendors or other ongoing third party business relationships or that such third parties have not
performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or
judicial penalties or fines as well as requirements for customer remediation, any of which could have a material adverse effect
on our business, financial condition or results of operations. Our reliance on third-party vendors for critical systems and services,
likewise, increases our exposure to cybersecurity risks.
Negative public opinion
surrounding the Bank and the financial institutions industry generally could damage our reputation and adversely impact our earnings.
Reputation risk,
or the risk to our business, earnings and capital from negative public opinion surrounding the Bank and the financial institutions
industry generally, is inherent in our business. Negative public opinion can result from our actual or alleged conduct in any
number of activities, including lending practices, corporate governance, mergers and acquisitions, and from actions taken by government
regulators and community organizations in response to those activities. Negative public opinion can adversely affect our ability
to keep and attract clients and employees, could impair the confidence of our investors, counterparties and business partners
and can affect our ability to effect transactions and can expose us to litigation and regulatory action. Although we take steps
to minimize reputation risk, this risk will always be present given the nature of our business.
Legal, Accounting, Regulatory
and Compliance Risks