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EX-32 - EXHIBIT 32 - Carolina Trust BancShares, Inc.ex32.htm
EX-31.2 - EXHIBIT 31.2 - Carolina Trust BancShares, Inc.ex31_2.htm
EX-31.1 - EXHIBIT 31.1 - Carolina Trust BancShares, Inc.ex31_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2018

COMMISSION FILE NUMBER 000-55683

CAROLINA TRUST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

NORTH CAROLINA
(State or other jurisdiction of incorporation or organization)

81-2019652
(I.R.S. Employer Identification No.)

901 EAST MAIN STREET
LINCOLNTON, NORTH CAROLINA 28092
(Address of Principal Executive Offices) (Zip Code)

(704) 735-1104
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
Accelerated Filer
       
Non-accelerated Filer
  (Do not check if smaller reporting company)
Smaller Reporting Company
       
   
Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

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

The number of shares of the registrant’s common stock outstanding as of August 10, 2018 was 7,156,987.
 


TABLE OF CONTENTS

Part I.
FINANCIAL INFORMATION
 
     
Item 1 -
Financial Statements (Unaudited)
 
     
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
 
8
     
 
9
     
Item 2 -
38
     
Item 4 -
46
     
Part II.
OTHER INFORMATION
 
     
Item 6 -
47
 
Part I. FINANCIAL INFORMATION
Item 1 – Financial Statements
CAROLINA TRUST BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except share and per share data)

 
   
June 30,
2018
   
December 31,
2017*
 
Assets
           
Cash and due from banks
 
$
13,804
   
$
5,409
 
Interest-earning deposits with banks
   
35,600
     
3,647
 
Cash and cash equivalents
   
49,404
     
9,056
 
                 
Certificates of deposit with banks
   
1,498
     
1,498
 
Investment securities available for sale, at fair value (amortized cost $29,182 and $32,067)
   
28,202
     
31,112
 
Equity securities
   
713
     
-
 
Federal Home Loan Bank stock, at cost
   
1,050
     
1,341
 
Loans
   
374,026
     
348,679
 
Less:  Allowance for loan and lease losses
   
(3,844
)
   
(3,599
)
Net Loans
   
370,182
     
345,080
 
                 
Bank-owned life insurance
   
7,295
     
7,197
 
Accrued interest receivable
   
1,140
     
1,078
 
Bank premises, equipment and software
   
6,258
     
6,466
 
Foreclosed assets
   
1,971
     
789
 
Core deposit intangible, net of accumulated amortization of $728 and $711 at June 30, 2018 and December 31, 2017, respectively
   
56
     
73
 
Other assets
   
3,085
     
2,928
 
Total Assets
 
$
470,854
   
$
406,618
 
                 
Liabilities and Stockholders’ Equity
               
Noninterest-earning demand deposits
 
$
66,793
   
$
49,199
 
Interest-earning demand deposits
   
126,108
     
115,396
 
Savings
   
23,610
     
22,066
 
Time deposits
   
176,768
     
153,992
 
Total deposits
   
393,279
     
340,653
 
                 
Capital lease obligation
   
174
     
207
 
Federal Home Loan Bank advances
   
16,100
     
23,600
 
Long term subordinated debt
   
9,713
     
9,676
 
Accrued interest payable
   
360
     
292
 
Other liabilities
   
3,027
     
3,071
 
Total liabilities
   
422,653
     
377,499
 
                 
Common stock warrant
   
426
     
426
 
Common stock, $2.50 par value; 10,000,000 shares authorized; 7,156,987 and 4,657,880 shares issued and outstanding
   
17,892
     
11,645
 
Additional paid-in capital
   
25,214
     
13,008
 
Retained earnings
   
5,420
     
4,772
 
Accumulated other comprehensive loss
   
(751
)
   
(732
)
Total stockholders’ equity
   
48,201
     
29,119
 
Total Liabilities and Stockholders’ Equity
 
$
470,854
   
$
406,618
 

*Derived from Carolina Trust BancShares, Inc.’s audited financial statements included in its 2017 Annual Report on Form 10-K
 
See accompanying notes to Condensed Consolidated Financial Statements.
 
CAROLINA TRUST BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands, except share and per share data)
 
   
Three Months Ended June 30,
 
   
2018
   
2017
 
Interest Income
           
Interest on investment securities and cash
 
$
352
   
$
250
 
Interest and fees on loans
   
4,846
     
4,016
 
Total interest income
   
5,198
     
4,266
 
                 
Interest Expense
               
Interest expense non-maturity deposits
   
166
     
105
 
Interest expense time deposits
   
702
     
498
 
Interest expense borrowed funds
   
80
     
51
 
Interest expense capital lease
   
3
     
4
 
Interest expense debt
   
13
     
-
 
Interest expense on subordinated debt
   
191
     
188
 
Total interest expense
   
1,155
     
846
 
Net interest income
   
4,043
     
3,420
 
Loan loss provision
   
88
     
64
 
Net interest income after loan loss provision
   
3,955
     
3,356
 
                 
Noninterest income
               
Overdraft fees on deposits
   
141
     
94
 
Interchange fee income, net
   
52
     
42
 
Service charges on deposits
   
16
     
11
 
Mortgage fee income
   
27
     
25
 
Customer service fees
   
14
     
14
 
ATM income
   
7
     
7
 
Bank-owned life insurance income
   
49
     
55
 
Unrealized gain on equity securities
   
50
     
-
 
Other income
   
10
     
8
 
Total noninterest income
   
366
     
256
 
                 
Noninterest expense
               
Salaries & benefits expense
   
1,834
     
1,774
 
Occupancy expense
   
186
     
220
 
Furniture, fixture & equipment expense
   
153
     
153
 
Data processing expense
   
188
     
269
 
Office supplies expense
   
21
     
23
 
Professional fees
   
112
     
136
 
Advertising and marketing
   
27
     
36
 
Insurance
   
92
     
73
 
Foreclosed asset expense, net
   
300
     
221
 
Loan expense
   
58
     
54
 
Stockholder expense
   
35
     
54
 
Directors fees and expenses
   
66
     
69
 
Telephone expense
   
69
     
76
 
Core deposit intangible amortization expense
   
8
     
11
 
Merger expenses
   
323
     
-
 
Other operating expense
   
148
     
158
 
Total noninterest expense
   
3,620
     
3,327
 
Pre-tax income
   
701
     
285
 
Income tax expense
   
191
     
89
 
Net income
 
$
510
   
$
196
 
                 
Earnings per share
               
Basic earnings per common share
 
$
0.08
   
$
0.04
 
Diluted earnings per common share
 
$
0.08
   
$
0.04
 
Weighted average common shares outstanding
   
6,583,719
     
4,654,880
 
Diluted average common shares outstanding
   
6,671,626
     
4,722,607
 
 
See accompanying notes to Condensed Consolidated Financial Statements.
 
CAROLINA TRUST BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands, except share and per share data)

 
   
Six Months Ended June 30,
 
   
2018
   
2017
 
Interest Income
           
Interest on investment securities and cash
 
$
601
   
$
467
 
Interest on loans
   
9,424
     
7,876
 
Total interest income
   
10,025
     
8,343
 
                 
Interest Expense
               
Interest expense non-maturity deposits
   
312
     
180
 
Interest expense time deposits
   
1,310
     
1,006
 
Interest expense borrowed funds
   
190
     
96
 
Interest expense capital lease
   
7
     
9
 
Interest expense debt
   
14
     
-
 
Interest expense on subordinated debt
   
382
     
378
 
Total interest expense
   
2,215
     
1,669
 
Net interest income
   
7,810
     
6,674
 
Loan loss provision
   
340
     
215
 
Net interest income after loan loss provision
   
7,470
     
6,459
 
                 
Noninterest income
               
Overdraft fees on deposits
   
281
     
178
 
Interchange fee income, net
   
98
     
63
 
Service charges on deposits
   
31
     
25
 
Mortgage fee income
   
42
     
41
 
Customer service fees
   
29
     
27
 
ATM income
   
13
     
13
 
Bank-owned life insurance income
   
98
     
91
 
Unrealized gain on equity securities
   
88
     
-
 
Other income
   
16
     
12
 
Total noninterest income
   
696
     
450
 
                 
Noninterest expense
               
Salaries & benefits expense
   
3,697
     
3,517
 
Occupancy expense
   
414
     
424
 
Furniture, fixture & equipment expense
   
310
     
293
 
Data processing expense
   
390
     
537
 
Office supplies expense
   
41
     
43
 
Professional fees
   
223
     
242
 
Advertising and marketing
   
59
     
71
 
Insurance
   
186
     
146
 
Foreclosed asset expense, net
   
326
     
261
 
Loan expense
   
86
     
91
 
Stockholder expense
   
69
     
112
 
Directors fees and expenses
   
140
     
139
 
Telephone expense
   
140
     
146
 
Core deposit intangible amortization expense
   
17
     
23
 
Merger expenses
   
323
     
-
 
Other operating expense
   
295
     
259
 
Total noninterest expense
   
6,716
     
6,304
 
Pre-tax income
   
1,450
     
605
 
Income tax expense
   
359
     
198
 
Net income
 
$
1,091
   
$
407
 
                 
Earnings per share
               
Basic earnings per common share
 
$
0.19
   
$
0.09
 
Diluted earnings per common share
 
$
0.19
   
$
0.09
 
Weighted average common shares outstanding
   
5,667,619
     
4,654,635
 
Diluted average common shares outstanding
   
5,763,824
     
4,728,495
 
 
See accompanying notes to Condensed Consolidated Financial Statements.
 
CAROLINA TRUST BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  (Unaudited)
(Dollars in thousands)
 
   
Three Months Ended June 30,
 
   
2018
   
2017
 
             
Net income
 
$
510
   
$
196
 
                 
Other comprehensive income (loss):
               
Unrealized gain (loss) on investment securities:
               
Unrealized holding gains (losses) arising during period
   
(163
)
   
12
 
Deferred income tax benefit (expense)
   
38
     
(5
)
Total other comprehensive income (loss)
   
(125
)
   
7
 
                 
Total comprehensive income
 
$
385
   
$
203
 
 
See accompanying notes to Condensed Consolidated Financial Statements.
 
CAROLINA TRUST BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  (Unaudited)
(Dollars in thousands)

 
   
Six Months Ended June 30,
 
   
2018
   
2017
 
             
Net income
 
$
1,091
   
$
407
 
                 
Other comprehensive income (loss):
               
Unrealized gain (loss) on investment securities:
               
Unrealized holding gains (losses) arising during period
   
(603
)
   
178
 
Deferred income tax benefit (expense)
   
141
     
(66
)
Total other comprehensive income (loss)
   
(462
)
   
112
 
                 
Total comprehensive income
 
$
629
   
$
519
 
 
See accompanying notes to Condensed Consolidated Financial Statements.
 
CAROLINA TRUST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)
(Dollars in thousands)
 
   
2018 Shares
Outstanding
   
June 30,
2018
   
2017 Shares
Outstanding
   
June 30,
2017
 
Common stock warrant
       
$
426
         
$
426
 
                             
Common stock, $2.50 par value
                           
Balance, beginning of year
   
4,657,880
   
$
11,645
     
4,650,808
   
$
11,627
 
Exercise of stock options
   
3,107
     
7
     
738
     
2
 
Restricted stock vesting
   
-
     
-
     
3,334
     
8
 
Sale of common stock
   
2,496,000
     
6,240
     
-
     
-
 
Balance, end of period
   
7,156,987
   
$
17,892
     
4,654,880
   
$
11,637
 
                                 
Additional paid-in capital
                               
Balance, beginning of year
         
$
13,008
           
$
12,988
 
Stock-based compensation
           
1
             
18
 
Exercise of stock options
           
7
             
1
 
Restricted stock vesting
           
-
             
(8
)
Sale of common stock
           
12,198
             
-
 
Balance, end of period
         
$
25,214
           
$
12,999
 
                                 
Retained earnings
                               
Balance, beginning of year
         
$
4,772
           
$
4,241
 
Net income
           
1,091
             
407
 
Reclassification of loss on equity securities
           
(443
)
           
-
 
Balance, end of period
         
$
5,420
           
$
4,648
 
                                 
Accumulated other comprehensive income (loss)
                               
Balance, beginning of year
         
$
(732
)
         
$
(249
)
Reclassification of loss on equity securities
           
443
             
-
 
Other comprehensive income (loss)
           
(462
)
           
112
 
Balance, end of period
         
$
(751
)
         
$
(137
)
                                 
Total stockholders’ equity
         
$
48,201
           
$
29,573
 

See accompanying notes to Condensed Consolidated Financial Statements.
 
CAROLINA TRUST BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
 
   
Six Months Ended June 30,
 
   
2018
   
2017
 
Cash flows from operating activities
           
Net income
 
$
1,091
   
$
407
 
Adjustments to reconcile net income to cash and cash equivalents provided by operating activities:
               
Provision for loan losses
   
340
     
215
 
Depreciation and amortization of bank premises, equipment and software
   
231
     
213
 
Accretion of loan fair value adjustments related to acquisition
   
(3
)
   
(4
)
Net amortization of bond premiums/discounts
   
68
     
74
 
Amortization of long term subordinated debt issuance costs
   
37
     
35
 
Unrealized gain on equity securities
   
(88
)
   
-
 
Amortization of core deposit intangible
   
17
     
23
 
Stock compensation expense
   
1
     
18
 
Increase in value of life insurance contracts
   
(98
)
   
(91
)
Net losses and impairment write-downs on foreclosed assets
   
226
     
217
 
Deferred tax provision
   
(107
)
   
677
 
Decrease in other assets
   
91
     
56
 
Increase in accrued interest receivable
   
(62
)
   
(3
)
Increase (decrease) in accrued interest payable
   
68
     
(32
)
Decrease in other liabilities
   
(44
)
   
(555
)
Net cash and cash equivalents provided by operating activities
   
1,768
     
1,250
 
                 
Cash flows from investing activities
               
Net increase in loans
   
(27,057
)
   
(16,249
)
Proceeds from sale of foreclosed assets
   
210
     
211
 
Net purchases of bank premises, equipment and software
   
(23
)
   
(459
)
Purchase of Bank owned life insurance
   
-
     
(5,500
)
Purchase of available-for-sale securities
   
-
     
(4,832
)
Proceeds from maturities, calls and pay-downs of available-for-sale securities
   
1,613
     
2,482
 
Redemption (purchase) of Federal Home Loan Bank stock
   
291
     
(121
)
Net cash and cash equivalents used in investing activities
   
(24,966
)
   
(24,468
)
                 
Cash flows from financing activities
               
Increase in deposits
   
52,626
     
12,227
 
Increase (decrease) in Federal Home Loan Bank advances
   
(7,500
)
   
3,000
 
Payment of capital lease obligation
   
(33
)
   
(30
)
Issuance of long term debt
   
3,000
     
-
 
Repayment of long term debt
   
(3,000
)
   
-
 
Net proceeds from issuance of common stock
   
18,453
     
3
 
Net cash and cash equivalents provided by financing activities
   
63,546
     
15,200
 
Net increase (decrease) in cash and cash equivalents
   
40,348
     
(8,018
)
                 
Cash and cash equivalents, beginning
   
9,056
     
26,149
 
Cash and cash equivalents, ending
 
$
49,404
   
$
18,131
 
                 
Supplemental disclosure of cash flow information
               
Cash paid during the period for taxes
 
$
466
   
$
-
 
Cash paid during the period for interest
 
$
2,147
   
$
1,550
 
                 
Noncash financing and investing activities
               
Unrealized gain (loss) on investment securities available-for-sale, net of taxes
 
$
(462
)
 
$
112
 
Transfer of loans to foreclosed assets
 
$
1,618
   
$
-
 
 
See accompanying notes to Condensed Consolidated Financial Statements.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)
 
(1)
Presentation of Financial Statements

The consolidated financial statements include the accounts of Carolina Trust BancShares, Inc. (the “Company”), its subsidiary Carolina Trust Bank (the “Bank”), and the Bank’s wholly owned subsidiary, Western Carolina Holdings, LLC, which owns certain Bank assets. All significant intercompany balances and transactions have been eliminated in consolidation. On August 16, 2016, the Company announced that it had consummated a statutory share exchange pursuant to which it became the parent company of the Bank.  Shares of the Bank’s common stock were exchanged for shares of the Company’s common stock at a one-for-one exchange rate.  The Company is a North Carolina business corporation that is operating as a registered bank holding company under the Bank Holding Company Act of 1956.  The Bank is the only subsidiary of the Company.

In management’s opinion, the financial information, which is unaudited, reflects all adjustments (consisting solely of normal recurring adjustments) necessary for fair presentation of the financial information as of June 30, 2018, in conformity with accounting principles generally accepted in the United States of America.  Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018.

Information regarding the organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the consolidated financial statements filed as part of the Company’s 2017 Annual Report on Form 10-K.  This quarterly report should be read in conjunction with the Annual Report.

(2)
Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, Financial Instruments - Overall, Subtopic 825-10 (“ASU 2016-01”) to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The fair value measurement based on an exit price assumes that an asset or liability is exchanged in an orderly transaction between market participants to sell the asset or transfer the liability at the measurement date under current market conditions.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either: (a) in the principal market for the asset or liability, or (2) in the absence of a principal market, in the most advantageous market for the asset or liability.  The company has adopted the standard and applied the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the 2018 fiscal year. The amendments related to equity securities without readily determinable fair values were applied prospectively to equity investments that existed as of January 1, 2018.  The Company is now reporting unrealized gains and losses of its marketable equity securities in income as compared to the previous method of reporting through other comprehensive income.  The nonmarketable equity securities that do not have readily determinable values were previously recorded at cost.  Following implementation, these securities, primarily Federal Home Loan Bank, or FHLB, stock, are recorded at cost less any impairment, plus or minus any observable changes in price resulting from transactions for similar or identical investments of the same issuer.  The unrealized loss on equity securities in accumulated other comprehensive income in the amount of $443,000 was reclassified to retained earnings on January 1, 2018.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers, Topic 606 (“ASU 2014-09”). The new standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies need to use more judgment and make more estimates than under existing guidance. This analysis may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. As a result of the deferral, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this new guidance recognized at the date of initial application. The Company adopted this standard in 2018 using the full retrospective approach.  The majority of the Company’s revenues are generated from financial instruments which are not within the scope of this standard.  Management has evaluated the impact for its various other revenue streams including the following:  deposit account fees and service charges; other fees such as wire services and check cashing services; ATM surcharges; card related fees; and gains and losses from sales of foreclosed properties and fixed assets.  This evaluation led management to conclude that this standard does not materially impact its financial statements.  Additionally, based on underlying contracts, this standard requires the Company to report costs associated with debit card and ATM transactions netted against the related fees from such transactions. Previously, such costs were reported as check card expenses. For the three and six months ended June 30, 2018, gross interchange fees totaled $131,000 and $252,000, respectively, and related costs totaled $79,000 and $154,000, respectively. In the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018, we reported on a net basis $52,000 and $98,000, respectively, as interchange fee income. For the three and six months ended June 30, 2017, gross interchange fees totaled $124,000 and $243,000, respectively, and related costs totaled $82,000 and $180,000, respectively. In the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2017, we reported on a net basis $42,000 and $63,000, respectively, as interchange fee income.

In February 2016, the FASB issued ASU 2016-02, Leases, which amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, includ-ing interim periods within those fiscal years. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.  Currently the Company has several multi-year property leases for which reporting will be impacted by this standard.  At the end of 2017, four of our locations have operating leases that expire in 2019 with aggregate payments totaling $157,000.  If the new standard were in effect, an asset and a liability for the present value of payments would be recognized.  Similarly, other property leases expire in 2020 and 2021 that have payments totaling $126,000 and $159,000, respectively.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The new standard introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale (AFS) debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted beginning after December 15, 2018. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.  The Company has formed a management committee including those responsible for credit analysis and review, accounting and finance, information technology and lending to develop an understanding of the requirements and plan implementation.  The Company is adopting a software model for the ALLL model that has add-on functionality for compliance with the new standard.

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

(3)
Earnings Per Share

Basic Earnings per Common Share
Basic earnings per common share is computed by dividing net income to common stockholders by the weighted average number of common shares outstanding during the period, after giving retroactive effect to stock splits and dividends.

Diluted Earnings per Common Share
The computation of diluted earnings per common share is similar to the computation of basic earnings per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. These additional common shares would include employee equity share options, nonvested shares and similar equity instruments granted to employees, as well as the shares associated with the common stock warrants issued to the U.S. Treasury Department as part of the preferred stock transaction completed in February 2009.  Diluted earnings per common share are based upon the actual number of options or shares granted and not yet forfeited unless doing so would be antidilutive. The numerator is adjusted for any changes in income or loss that would result from the assumed conversion of those potential common shares.

In June 2013, the U.S. Treasury sold the warrant to private investors in a Dutch auction process.  Following the reorganization of the Bank into the Company, the right to acquire up to 86,957 shares of Bank common stock at a price of $6.90 per share was converted to the right to purchase the same number of shares of the Company’s common stock.  The warrant book value, $426,000 is recognized as the Company’s stockholders’ equity.  The warrant expires February 6, 2019.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The following table summarizes earnings per share and the shares utilized in the computations for the three and six months ended June 30, 2018 and 2017, respectively:

Dollars in thousands, except per share data
 
Net Income
Available to
Common
Shareholders
   
Weighted
Average
Common
Shares
   
Per Share
Amount
 
Three months ended June 30, 2018
                 
Basic earnings per common share
 
$
510
     
6,583,719
   
$
0.08
 
Effect of dilutive stock options
           
73,084
         
Effect of dilutive stock warrants
           
14,823
         
Diluted earnings per common share
 
$
510
     
6,671,626
   
$
0.08
 
                         
Three months ended June 30, 2017
                       
Basic earnings per common share
 
$
196
     
4,654,880
   
$
0.04
 
Effect of dilutive stock options
           
64,378
         
Effect of dilutive stock warrants
           
3,349
         
Diluted earnings per common share
 
$
196
     
4,722,607
   
$
0.04
 

   
Net Income
Available to
Common
Shareholders
   
Weighted
Average
 Common
Shares
   
Per Share
Amount
 
Dollars in thousands, except per share data
                 
Six months ended June 30, 2018
                 
Basic earnings per common share
 
$
1,091
     
5,667,619
   
$
0.19
 
Effect of dilutive stock options
           
77,027
         
Effect of dilutive stock warrants
           
19,178
         
Diluted earnings per common share
 
$
1,091
     
5,763,824
   
$
0.19
 
                         
Six months ended June 30, 2017
                       
Basic earnings per common share
 
$
407
     
4,654,635
   
$
0.09
 
Effect of dilutive stock options
           
67,116
         
Effect of dilutive stock warrants
           
6,744
         
Diluted earnings per common share
 
$
407
     
4,728,495
   
$
0.09
 

For the three and six months ended June 30, 2018, there were no shares that were anti-dilutive. For the three and six months ended June 30, 2017, there were 40,931 shares related to stock options that were anti-dilutive because the exercise price exceeded the average market price for the period. Therefore, they were omitted from the calculation of diluted earnings per share for their respective periods.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

(4)
Fair Value Measurements

The Company is required to disclose the estimated fair value of financial instruments, both assets and liabilities on and off the balance sheet, for which it is practicable to estimate fair value. These fair value estimates are made at each reporting date, based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price an asset could be sold at or the price a liability could be settled for. However, given there is no active market or observable market transactions for many of the Company’s financial instruments, the Company has made estimates of many of these fair values which are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. The methodologies for financial assets and financial liabilities are discussed below:

Cash and Due from Banks, Interest-Earning Deposits with Banks and Certificates of Deposit with Banks

The carrying amounts for cash and due from banks, interest-earning deposits with banks and certificates of deposit with banks approximate fair value because of the short maturities of those instruments.

Investment and Equity Securities

Fair value for investment and equity securities equals the quoted market price if such information is available. If a quoted market price is not available in active markets for identical securities (level 1), fair value may be estimated using observable inputs such as quoted prices for similar securities, interest rates and yield curves, implied volatilities and credit spreads (level 2).  Otherwise, unobservable inputs such as independent pricing models or other model-based valuation techniques such as present value of future cash flows, adjusted for the security’s credit rating on similar securities, prepayment assumptions and other factors such as credit loss assumptions (level 3).  The fair value would be based on an exit price between market participants that may include adjustments for liquidity and credit.

Loans

The fair value of loans is estimated based on exit price. These cash flows include assumptions for prepayment estimates over each loan’s remaining life, considerations for the current interest rate environment compared to the weighted average rate of each portfolio and a credit risk component based on the historical and expected performance of each portfolio. The calculation also includes market liquidity and credit adjustments.  These valuations are not comparable with the fair values disclosed for December 31, 2017 which were based on an entrance price basis.

Accrued Interest Receivable and Payable

The carrying amount is a reasonable estimate of fair value.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

Deposits

The fair value of demand deposits, savings, money market and negotiable order of withdrawal (NOW) accounts is the amount payable on demand at the reporting date. The fair value of time deposits is estimated by discounting expected cash flows using the rates currently offered for instruments of similar remaining maturities.

Capital Lease Obligation, Federal Home Loan Bank Advances and Long Term Subordinated Debt

The fair value of borrowings is based upon discounted expected cash flows using current rates at which borrowings of similar maturity could be obtained.

Financial Instruments with Off-Balance Sheet Risk

With regard to commitments to extend credit discussed in Note 9, the fair value amounts are not material.

The carrying amounts and estimated fair values of the Company’s financial instruments, none of which are held for trading purposes, are as follows at June 30, 2018 and December 31, 2017:

         
Fair Value Measurements at June 30, 2018 using
 
         
Quoted Prices in
Active Markets for
Identical Assets
   
Significant
Other
Observable
Inputs
   
Significant
Unobservable
Inputs
       
Dollars in thousands
 
Carrying
Value
   
Level 1
   
Level 2
   
Level 3
   
Total Fair
Value
 
ASSETS
                             
Cash and due from banks
 
$
13,804
   
$
13,804
   
$
-
   
$
-
   
$
13,804
 
Interest-earning deposits with banks
   
35,600
     
35,600
     
-
     
-
     
35,600
 
Certificates of deposit with banks
   
1,498
     
-
     
1,479
     
-
     
1,479
 
Federal Home Loan Bank stock
   
1,050
     
-
     
1,050
     
-
     
1,050
 
Investment securities available for sale
   
28,202
     
-
     
28,202
     
-
     
28,202
 
Equity securities
   
713
     
713
     
-
     
-
     
713
 
Net loans
   
370,182
     
-
     
-
     
361,857
     
361,857
 
Accrued interest receivable
   
1,140
     
-
     
1,140
     
-
     
1,140
 
                                         
LIABILITIES
                                       
Deposits
 
$
393,279
   
$
-
   
$
382,953
   
$
-
   
$
382,953
 
Capital lease obligation
   
174
     
-
     
174
     
-
     
174
 
Federal Home Loan Bank Advances
   
16,100
     
-
     
15,991
     
-
     
15,991
 
Long term subordinated debt
   
9,713
     
-
      9,411      
-
      9,411  
Accrued interest payable
   
360
     
-
     
360
     
-
     
360
 
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)
 
         
Fair Value Measurements at December 31, 2017 using
 
         
Quoted Prices in
Active Markets for
Identical Assets
   
Significant
Other
Observable
Inputs
   
Significant
Unobservable
Inputs
       
Dollars in thousands
 
Carrying
Value
   
Level 1
   
Level 2
   
Level 3
   
Total Fair
Value
 
ASSETS
                             
Cash and due from banks
 
$
5,409
   
$
5,409
   
$
-
   
$
-
   
$
5,409
 
Interest-earning deposits with banks
   
3,647
     
3,647
     
-
     
-
     
3,647
 
Certificates of deposit with banks
   
1,498
     
-
     
1,519
     
-
     
1,519
 
Federal Home Loan Bank stock
   
1,341
     
-
     
1,341
     
-
     
1,341
 
Investment securities available for sale
   
31,112
     
626
     
30,486
     
-
     
31,112
 
Net loans
   
345,080
     
-
     
-
     
345,370
     
345,370
 
Accrued interest receivable
   
1,078
     
-
     
1,078
     
-
     
1,078
 
                                         
LIABILITIES
                                       
Deposits
 
$
340,653
   
$
-
   
$
330,672
   
$
-
   
$
330,672
 
Capital lease obligation
   
207
     
-
     
207
     
-
     
207
 
Federal Home Loan Bank Advances
   
23,600
     
-
     
23,495
     
-
     
23,495
 
Long term subordinated debt
   
9,676
     
-
     
9,619
     
-
     
9,619
 
Accrued interest payable
   
292
     
-
     
292
     
-
     
292
 

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
 
Level 1
Valuation based upon quoted prices for identical instruments traded in active markets.

Level 2
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

Investment Securities Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.  Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange and U.S. Treasury securities that are traded by dealers or brokers in an active over-the-counter market.  Level 2 securities include U.S. government agency securities, mortgage-backed securities issued by government-sponsored enterprises and municipal bonds.   There have been no changes in valuation techniques for the quarter ended June 30, 2018. Valuation techniques are consistent with techniques used in prior periods.
 
Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured on a recurring basis.

   
Total
   
Level 1
   
Level 2
   
Level 3
 
Dollars in thousands
                       
June 30, 2018
                       
U.S. Government and federal agency
 
$
10,827
   
$
-
   
$
10,827
   
$
-
 
Mortgage-backed securities*
   
17,089
     
-
     
17,089
     
-
 
Municipal securities
   
286
     
-
     
286
     
-
 
Equity securities
   
713
     
713
     
-
     
-
 
Total
 
$
28,915
   
$
713
   
$
28,202
   
$
-
 
                                 
December 31, 2017
                               
U.S. Government and federal agency
 
$
11,276
   
$
-
   
$
11,276
   
$
-
 
Mortgage-backed securities*
   
18,915
     
-
     
18,915
     
-
 
Municipal securities
   
295
     
-
     
295
     
-
 
Equity securities
   
626
     
626
     
-
     
-
 
Total
 
$
31,112
   
$
626
   
$
30,486
   
$
-
 
 
*All of the Company’s mortgage-backed securities are issued either by the U.S. Government, which includes GNMA pools, or by government-sponsored enterprises such as FNMA and FHLMC.

The Company did not have any transfers of assets between Levels 1, 2 or 3 during the periods ended June 30, 2018 and December 31, 2017.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

Impaired Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures it for impairment. The fair value of impaired loans is estimated using one of several methods, including collateral value, a loan’s observable market price and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value exceeds the recorded investments in such loans. At June 30, 2018, the discounted cash flows method was used in determining the fair value of nine loans totaling $1.8 million and the fair value of the collateral method was used in the other twenty-three loans totaling $2.5 million. At December 31, 2017, the discounted cash flows method was used in determining the fair value of nine loans totaling $1.9 million and the fair value of the collateral method was used in the other twenty-nine loans totaling $4.2 million. Impaired loans where an allowance is established based on the fair value of collateral and also when written down with the discounted cash flow method require classification in the fair value hierarchy. The fair value of the collateral for an impaired loan is classified as Level 3. Although appraisals of these properties are frequently based on comparable properties, they are not identical. Significant unobservable inputs will need to be used in assessing the value.  When the discounted cash flows method is used, the Company records the impaired loan as nonrecurring Level 3. There have been no changes in valuation techniques for the period ended June 30, 2018. Valuation techniques are consistent with techniques used in prior periods.

The following table presents impaired loans that were re-measured and reported at fair value through a specific valuation allowance allocation of the allowance for loan losses based upon the fair value of the underlying collateral or discounted cash flows during the six months ended June 30, 2018 and 2017.

   
June 30, 2018
   
June 30, 2017
 
Dollars in thousands
 
Level 2
   
Level 3
   
Level 2
   
Level 3
 
Carrying value of impaired loans before allocations
 
$
-
   
$
1,685
     
-
   
$
1,789
 
Specific valuation allowance allocations
   
-
     
(249
)
   
-
     
(247
)
Carrying value of impaired loans after allocations
 
$
-
   
$
1,436
     
-
   
$
1,542
 

Foreclosed Assets

Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. The fair value of foreclosed assets are classified as Level 3. Although appraisals of these properties are frequently based on comparable properties, they are not identical. Significant unobservable inputs will need to be used in assessing the value.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The carrying value of foreclosed assets is periodically reviewed and written down to fair value. Any loss is included in earnings. For the three months ended June 30, 2018, there were no assets that were written down prior to foreclosure. For the six months ended June 30, 2018, foreclosed assets in the amount of $1,158,000 were written down by $180,000 to $978,000 prior to foreclosure.  For the three and six months ended June 30, 2018, foreclosed assets with a carrying value of $978,000 were written down by $248,000 to $730,000 subsequent to foreclosure. For the three months ended June 30, 2017, foreclosed assets with a carrying value of $767,000 were written down by $184,000 to $583,000. For the six months ended June 30, 2017, foreclosed assets with a carrying value of $776,000 were written down by $193,000 to $583,000.

Assets measured at fair value on a nonrecurring basis are included in the table below.

   
Total
   
Level 1
   
Level 2
   
Level 3
 
Dollars in thousands
                       
June 30, 2018
                       
Foreclosed assets
 
$
730
   
$
-
   
$
-
   
$
730
 
Impaired loans
   
1,436
     
-
     
-
     
1,436
 
Total
 
$
2,166
   
$
-
   
$
-
   
$
2,166
 
                                 
December 31, 2017
                               
Foreclosed assets
 
$
324
   
$
-
   
$
-
   
$
324
 
Impaired loans
   
1,621
     
-
     
-
     
1,621
 
Total
 
$
1,945
   
$
-
   
$
-
   
$
1,945
 

Quantitative Information About Level 3 Fair Value Measurements:

   
Fair
Value
 
Valuation
Technique
 
Unobservable
Input
 
Range
   
Weighted
Average
 
Dollars in thousands
                       
June 30, 2018
                       
Impaired loans
 
$
1,436
 
Discounted cash flows
 
Discount rate
   
4.75% - 8.50
%
   
7.08
%
Foreclosed assets
   
730
 
Discounted appraisals
 
Appraisal adjustments
   
8.00
%
   
8.00
%
                               
December 31, 2017
                             
Impaired loans
 
$
101
 
Discounted appraisals
 
Appraisal adjustments
   
20.00 – 25.00
%
   
23.33
%
     
1,520
 
Discounted cash flows
 
Discount rate
   
4.75 – 8.50
%
   
7.06
%
                               
Foreclosed assets
   
324
 
Discounted appraisals
 
Appraisal adjustments
   
15.00
%
   
15.00
%
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

(5)
Investment Securities

The amortized cost and fair value of securities, with gross unrealized gains and losses, is as follows:

 
In thousands
 
Amortized
Cost
   
Unrealized
Gains
   
Unrealized
Losses
   
Fair Value
 
June 30, 2018
                       
Available for sale securities
                       
U.S. Government and federal agency
 
$
11,207
   
$
6
   
$
(386
)
 
$
10,827
 
Mortgage-backed securities *
   
17,680
     
22
     
(613
)
   
17,089
 
Municipal securities
   
295
     
-
     
(9
)
   
286
 
Total available for sale securities
 
$
29,182
   
$
28
   
$
(1,008
)
 
$
28,202
 
                                 
December 31, 2017
                               
U.S. Government and federal agency
 
$
11,424
   
$
11
   
$
(159
)
 
$
11,276
 
Mortgage-backed securities *
   
19,142
     
61
     
(288
)
   
18,915
 
Municipal securities
   
297
     
-
     
(2
)
   
295
 
Equity securities
   
1,204
     
-
     
(578
)
   
626
 
   
$
32,067
   
$
72
   
$
(1,027
)
 
$
31,112
 
 
*All mortgage-backed securities are issued either by the U.S. Government through GNMA or by government sponsored enterprises FNMA or FHLMC.

The amortized cost and fair values of securities available-for-sale at June 30, 2018 by contractual maturity are shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

   
Amortized
Cost
   
Fair Value
 
Dollars in thousands
           
Due within one year
 
$
-
   
$
-
 
Due after one but within five years
   
7,293
     
7,089
 
Due after five but within ten years
   
8,155
     
7,847
 
Due after ten years
   
13,734
     
13,266
 
   
$
29,182
   
$
28,202
 
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The following table details unrealized losses and related fair values in the Company’s investment security portfolio.  This information is aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of June 30, 2018 and December 31, 2017, respectively.

   
Temporarily Impaired Securities in AFS Portfolio
 
       
   
Less than 12 Months
   
Greater than 12 Months
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
 Losses
   
Fair
Value
   
Unrealized
Losses
 
Dollars in thousands
                                   
June 30, 2018
                                   
Available for sale securities
                                   
U.S. Government and federal agency
 
$
7,721
   
$
(236
)
 
$
2,962
   
$
(150
)
 
$
10,683
   
$
(386
)
Mortgage-backed securities *
   
4,864
     
(109
)
   
10,508
     
(504
)
   
15,372
     
(613
)
Municipal Securities
   
286
     
(9
)
   
-
     
-
     
286
     
(9
)
Total temporarily impaired securities
 
$
12,871
   
$
(354
)
 
$
13,470
   
$
(654
)
 
$
26,341
   
$
(1,008
)
                                                 
December 31, 2017
                                               
U.S. Government and federal agency
 
$
7,101
   
$
(88
)
 
$
2,008
   
$
(71
)
 
$
9,109
   
$
(159
)
Mortgage-backed securities *
   
5,472
     
(38
)
   
10,560
     
(250
)
   
16,032
     
(288
)
Municipal securities
   
295
     
(2
)
   
-
     
-
     
295
     
(2
)
Equity securities
   
626
     
(577
)
   
-
     
(1
)
   
626
     
(578
)
Total temporarily impaired securities
 
$
13,494
   
$
(705
)
 
$
12,568
   
$
(322
)
 
$
26,062
   
$
(1,027
)
 
*All mortgage-backed securities are issued either by the U.S. Government through GNMA or by government-sponsored enterprises FNMA or FHLMC.

Management considers the nature of the investment, the underlying causes of the decline in the market value and the severity and duration of the decline in market value in determining if impairment is other than temporary.  Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.  As of June 30, 2018, management believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.  The unrealized losses on debt securities are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.  The fair value is expected to recover as the bonds approach their maturity date or re-pricing date or if market yields for such investments decline. Management analyzed the issuer data from public filings, reviewed transcripts of earnings discussions, and assessed whether the decline in value was other than temporary.

Management does not believe such securities are other-than-temporarily impaired due to reasons of credit quality for the debt securities.  Accordingly, as of June 30, 2018, management believes the impairments detailed in the table above are temporary, and no impairment loss has been realized in the Company’s net income.

Securities with a fair value of $1.0 million at June 30, 2018 were pledged to secure public funds. The Company had no sales of securities during the three and six month periods ended June 30, 2018 and June 30, 2017.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

(6)
Loans

The following is a summary of loans at June 30, 2018 and December 31, 2017:

   
June 30, 2018
   
December 31, 2017
 
 
Dollars in thousands
 
Amount
   
Percent of
Total
   
Amount
   
Percent of
Total
 
Commercial real estate
                       
Residential ADC
 
$
5,254
     
1.40
%
 
$
7,242
     
2.08
%
Commercial ADC
   
25,686
     
6.87
%
   
24,364
     
6.99
%
Farmland
   
5,743
     
1.54
%
   
5,392
     
1.55
%
Multifamily
   
14,061
     
3.76
%
   
11,967
     
3.43
%
Owner occupied
   
96,098
     
25.69
%
   
84,808
     
24.32
%
Non-owner occupied
   
91,932
     
24.58
%
   
79,549
     
22.81
%
Total commercial real estate
   
238,774
     
63.84
%
   
213,322
     
61.18
%
                                 
Commercial
                               
Commercial and industrial
   
42,675
     
11.41
%
   
47,032
     
13.49
%
Agriculture
   
285
     
0.07
%
   
415
     
0.12
%
Other
   
1,607
     
0.43
%
   
1,420
     
0.40
%
Total commercial
   
44,567
     
11.91
%
   
48,867
     
14.01
%
                                 
Residential mortgage
                               
First lien, closed-end
   
51,529
     
13.78
%
   
47,936
     
13.75
%
Junior lien, closed-end
   
714
     
0.19
%
   
1,123
     
0.32
%
Total residential mortgage
   
52,243
     
13.97
%
   
49,059
     
14.07
%
                                 
Home equity lines
   
34,825
     
9.31
%
   
33,672
     
9.66
%
Consumer – other
   
3,617
     
0.97
%
   
3,759
     
1.08
%
                                 
Total loans
 
$
374,026
     
100.00
%
 
$
348,679
     
100.00
%

Loans are primarily originated for customers residing in Lincoln, Gaston, Rutherford, Catawba, Iredell, and Rowan Counties in North Carolina. Real estate loans can be affected by the condition of the local real estate market. Commercial and industrial loans can be affected by the local economic conditions.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

Non-Accrual and Past Due Loans

Non-accrual loans, segregated by category, were as follows:

   
June 30,
2018
   
December 31,
2017
 
Dollars in thousands
           
Commercial real estate
           
Commercial ADC
 
$
4
   
$
5
 
Owner occupied
   
956
     
2,031
 
Non-owner occupied
   
6
     
28
 
Total commercial real estate
   
966
     
2,064
 
Commercial
               
Commercial and industrial
   
-
     
25
 
Total commercial
   
-
     
25
 
Residential mortgage:
               
First lien, closed end
   
74
     
86
 
Junior lien, closed end
   
5
     
455
 
Total residential mortgage
   
79
     
541
 
Home equity lines
   
30
     
34
 
Consumer – other
   
5
     
-
 
Total non-accrual loans
 
$
1,080
   
$
2,664
 

Interest foregone on non-accrual loans was approximately $22,000 and $37,000 for the three and six months ended June 30, 2018 and $68,000 and $105,000 for the three and six months ended June 30, 2017.

An analysis of past due loans, segregated by class, was as follows:

   
Loans
30-89
Days
Past Due
   
Loans
90 or More
 Days
Past Due
   
Total Past
Due Loans
   
Current
Loans
   
Total
Loans
   
Accruing
Loans 90
or More
Days
Past Due
 
In thousands
                                   
June 30, 2018
                                   
Commercial real estate:
                                   
Residential ADC
 
$
375
   
$
-
   
$
375
   
$
4,879
   
$
5,254
   
$
-
 
Commercial ADC
   
-
     
-
     
-
     
25,686
     
25,686
     
-
 
Farmland
   
-
     
-
     
-
     
5,743
     
5,743
     
-
 
Multifamily
   
-
     
-
     
-
     
14,061
     
14,061
     
-
 
Owner occupied
   
458
     
948
     
1,406
     
94,692
     
96,098
     
-
 
Non-owner occupied
   
6
     
-
     
6
     
91,926
     
91,932
     
-
 
Total commercial real estate
   
839
     
948
     
1,787
     
236,987
     
238,774
     
-
 
Commercial:
                                               
Commercial and industrial
   
80
     
-
     
80
     
42,595
     
42,675
     
-
 
Agriculture
   
-
     
-
     
-
     
285
     
285
     
-
 
Other
   
-
     
-
     
-
     
1,607
     
1,607
     
-
 
Total commercial
   
80
     
-
     
80
     
44,487
     
44,567
     
-
 
Residential mortgage:
                                               
First lien, closed end
   
39
     
48
     
87
     
51,442
     
51,529
     
-
 
Junior lien, closed-end
   
-
     
-
     
-
     
714
     
714
     
-
 
Total residential mortgage
   
39
     
48
     
87
     
52,156
     
52,243
     
-
 
Home equity lines
   
-
     
-
     
-
     
34,825
     
34,825
     
-
 
Consumer – other
   
8
     
25
     
33
     
3,584
     
3,617
     
25
 
Total loans
 
$
966
   
$
1,021
   
$
1,987
   
$
372,039
   
$
374,026
   
$
25
 
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

   
Loans
30-89
Days
Past Due
   
Loans
90 or More
Days
Past Due
   
Total Past
 Due Loans
   
Current
Loans
   
Total
Loans
   
Accruing
Loans 90
or More
Days
Past Due
 
In thousands
                                   
December 31, 2017
                                   
Commercial real estate:
                                   
Residential ADC
 
$
-
   
$
-
   
$
-
   
$
7,242
   
$
7,242
   
$
-
 
Commercial ADC
   
-
     
-
     
-
     
24,364
     
24,364
     
-
 
Farmland
   
-
     
-
     
-
     
5,392
     
5,392
     
-
 
Multifamily
   
-
     
-
     
-
     
11,967
     
11,967
     
-
 
Owner occupied
   
254
     
2,018
     
2,272
     
82,536
     
84,808
     
-
 
Non-owner occupied
   
144
     
-
     
144
     
79,405
     
79,549
     
-
 
Total commercial real estate
   
398
     
2,018
     
2,416
     
210,906
     
213,322
     
-
 
Commercial:
                                               
Commercial and industrial
   
-
     
25
     
25
     
47,007
     
47,032
     
-
 
Agriculture
   
-
     
-
     
-
     
415
     
415
     
-
 
Other
   
-
     
-
     
-
     
1,420
     
1,420
     
-
 
Total commercial
   
-
     
25
     
25
     
48,842
     
48,867
     
-
 
Residential mortgage:
                                               
First lien, closed end
   
50
     
135
     
185
     
47,751
     
47,936
     
79
 
Junior lien, closed-end
   
-
     
449
     
449
     
674
     
1,123
     
-
 
Total residential mortgage
   
50
     
584
     
634
     
48,425
     
49,059
     
79
 
Home equity lines
   
200
     
3
     
203
     
33,469
     
33,672
     
3
 
Consumer – other
   
10
     
-
     
10
     
3,749
     
3,759
     
-
 
 Total loans
 
$
658
   
$
2,630
   
$
3,288
   
$
345,391
   
$
348,679
   
$
82
 

At June 30, 2018 there was one loan in the amount of $25,000 past due 90 days or more, which was still accruing interest.  There were two loans totaling $82,000 past due 90 days or more and still accruing interest at December 31, 2017.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

Impaired loans

Impaired loans are set forth in the following tables.

June 30, 2018
                 
 
 
 
In thousands
 
Unpaid
Contractual
Principal
Balance
   
Recorded
Investment
With No
Allowance
   
Recorded
Investment
With
Allowance
   
Related
Allowance
 
Commercial real estate
                       
Commercial ADC
 
$
4
   
$
4
   
$
-
   
$
-
 
Owner occupied
   
2,474
     
2,474
     
-
     
-
 
Non-owner occupied
   
6
     
6
     
-
     
-
 
Total commercial real estate
   
2,484
     
2,484
     
-
     
-
 
Commercial
                               
Commercial and industrial
   
685
     
-
     
685
     
151
 
Residential mortgage
                               
First lien, closed-end
   
921
     
74
     
787
     
16
 
Junior lien, closed- end
   
428
     
217
     
211
     
80
 
Total residential mortgage
   
1,349
     
291
     
998
     
96
 
Home equity lines
   
133
     
89
     
-
     
-
 
Consumer – other
   
5
     
3
     
2
     
2
 
Total loans
 
$
4,656
   
$
2,867
   
$
1,685
   
$
249
 

December 31, 2017
                 
 
 
 
In thousands
 
Unpaid
Contractual
Principal
Balance
   
Recorded
Investment
With No
Allowance
   
Recorded
Investment
With
Allowance
   
Related
Allowance
 
Commercial real estate
                       
Commercial ADC
 
$
4
   
$
4
   
$
-
   
$
-
 
Owner occupied
   
3,721
     
3,591
     
-
     
-
 
Non-owner occupied
   
28
     
28
     
-
     
-
 
Total commercial real estate
   
3,753
     
3,623
     
-
     
-
 
Commercial
                               
Commercial and industrial
   
766
     
25
     
741
     
144
 
Residential mortgage
                               
First lien, closed-end
   
1,040
     
165
     
811
     
24
 
Junior lien, closed- end
   
884
     
670
     
215
     
79
 
Total residential mortgage
   
1,924
     
835
     
1,026
     
103
 
Home equity lines
   
151
     
106
     
-
     
-
 
Consumer – other
   
1
     
-
     
1
     
1
 
Total loans
 
$
6,595
   
$
4,589
   
$
1,768
   
$
248
 
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)
 
   
3 months ended
June 30, 2018
   
3 months ended
June 30, 2017
 
 
 
In thousands
 
Average
Recorded
Investment
   
Interest
Income
Recognized
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
Commercial real estate
                       
Commercial ADC
 
$
4
   
$
-
   
$
1,071
   
$
-
 
Farmland
   
-
     
-
     
114
     
-
 
Multifamily
   
-
     
21
     
1,683
     
20
 
Owner occupied
   
2,503
     
-
     
32
     
-
 
Non-owner occupied
   
7
     
-
     
73
     
3
 
Total commercial real estate
   
2,514
     
21
     
2,973
     
23
 
Commercial
                               
Commercial and industrial
   
712
     
11
     
191
     
1
 
Residential mortgage
                               
First lien, closed-end
   
870
     
11
     
524
     
1
 
Junior lien, closed- end
   
429
     
5
     
170
     
-
 
Total residential mortgage
   
1,299
     
16
     
694
     
1
 
Home equity lines
   
95
     
1
     
118
     
1
 
Consumer – other
   
5
     
-
     
3
     
-
 
Total loans
 
$
4,625
   
$
49
   
$
3,979
   
$
26
 

   
6 months ended
June 30, 2018
   
6 months ended
June 30, 2017
 
 
 
In thousands
 
Average
Recorded
Investment
   
Interest
Income
Recognized
   
Average
 Recorded
Investment
   
Interest
Income
Recognized
 
Commercial real estate
                       
Commercial ADC
 
$
8
   
$
-
   
$
1,742
   
$
-
 
Farmland
   
-
     
-
     
40
     
-
 
Multifamily
   
82
     
-
     
153
     
-
 
Owner occupied
   
2,745
     
7
     
2,101
     
46
 
Non-owner occupied
   
16
     
-
     
52
     
3
 
Total commercial real estate
   
2,851
     
7
     
4,088
     
49
 
Commercial
                               
Commercial and industrial
   
732
     
13
     
265
     
3
 
Residential mortgage
                               
First lien, closed-end
   
912
     
68
     
499
     
3
 
Junior lien, closed- end
   
560
     
5
     
95
     
2
 
Total residential mortgage
   
1,472
     
73
     
594
     
5
 
Home equity lines
   
99
     
2
     
186
     
3
 
Consumer – other
   
4
     
11
     
4
     
-
 
Total loans
 
$
5,158
   
$
106
   
$
5,137
   
$
60
 

Troubled Debt Restructurings

As of June 30, 2018, eleven loans totaling $4,006,000 were identified as troubled debt restructurings and considered impaired, none of which had unfunded commitments. Ten loans totaling $4,163,000 were identified as troubled debt restructurings and considered impaired at December 31, 2017, none of which had unfunded commitments.

Of the eleven loans identified as troubled debt restructurings at June 30, 2018, nine loans totaling $3,273,000 were accruing interest.  Of the ten loans identified as troubled debt restructurings at December 31, 2017, nine loans totaling $3,398,000 were accruing interest.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

For the three and six months ended June 30, 2018 and 2017, the following table presents a breakdown of the types of concessions made by loan class.

 
Three months ended June 30, 2018
    Six months ended June 30, 2018  
   
Number of
loans
   
Unpaid
Principal
Pre-Modification
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
loans
   
Unpaid
Principal
Pre-Modification
   
Post Modification
Outstanding
Recorded
Investment
 
 
(dollars in thousands)
 
Forgiveness of Principal
                                   
Consumer - other
   
-
   
$
-
   
$
-
     
1
   
$
2
   
$
2
 
                                                 
Total
   
-
   
$
-
   
$
-
     
1
   
$
2
   
$
2
 
Grand Total
   
-
   
$
-
   
$
-
     
1
   
$
2
   
$
2
 

   
Three months ended June 30, 2017
    Six months ended June 30, 2017  
   
Number of
loans
   
Unpaid
Principal
Pre-Modification
   
Post-Modification
Outstanding
 Recorded
Investment
   
Number of
loans
   
Unpaid
Principal
Pre-Modification
   
Post Modification
Outstanding
Recorded
Investment
 
   
(dollars in thousands)
 
Forgiveness of Principal
                                   
Residential Mortgage:
                                   
Junior lien, closed end
   
2
   
$
636
   
$
436
     
2
   
$
636
   
$
436
 
Total residential mortgage
   
2
     
636
     
436
     
2
     
636
     
436
 
Total
   
2
   
$
636
   
$
436
     
2
   
$
636
   
$
436
 
Grand Total
   
2
   
$
636
   
$
436
     
2
   
$
636
   
$
436
 
 
Qualitative factors are calculated for each segment of the loan portfolio.  Factors include economic, concentrations, trends in terms of volume and mix, interest rate movement, and delinquency.  If a restructured loan is delinquent, it is addressed in the delinquency factor for that segment.  Because the number and dollar amounts of restructured loans represent a relatively small percentage (1%) of the total loan balances there is no specific qualitative factor tied to restructured loans.

There were no loans that were modified as troubled debt restructurings within the previous 12 months for which there was a payment default during the three and six months ended June 30, 2018 and June 30, 2017.

If a restructured loan defaults after being restructured, the loan is liquidated or charged off. Defaults of restructured loans are addressed in the qualitative factor of the delinquency component.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The following table presents the successes and failures of the types of modifications within the previous 12 months as of June 30, 2018 and 2017.

   
Paid in full
   
Paying as restructured
    Converted to non-accrual    
Foreclosure/Default
 
   
Number of
loans
   
Recorded
Investment
   
Number of
loans
   
Recorded
Investment
   
Number of
loans
   
Recorded
Investment
   
Number of
loans
   
Recorded
Investment
 
June 30, 2018
 
(Dollars in thousands)
     
Extended payment terms
   
-
    $
-
     
1
   
$
2
     
-
    $
-
     
-
   
$
-
 
Forgiveness of principal
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Total
   
-
   
$
-
     
1
   
$
2
     
-
   
$
-
     
-
   
$
-
 

   
Paid in full
   
Paying as restructured
   
Converted to non-accrual
    Foreclosure/Default  
   
Number of
loans
 
Recorded
Investment
   
Number of
loans
 
 
Recorded
Investment
   
Number of
loans
 
 
Recorded
Investment
   
Number of
loans
 
 
Recorded
Investment
 
June 30, 2017
 
(Dollars in thousands)
 
Forgiveness of principal
   
-
   
$
-
     
2
    $
436
     
-
   
$
-
     
-
    $
-
 
Other
   
-
     
-
     
-
     
-
     
-
     
-
     
1
     
136
 
Total
   
-
   
$
-
     
2
   
$
436
     
-
   
$
-
     
1
   
$
136
 

Credit Quality Indicators

As part of the on-going monitoring of credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the local, state and national economic outlook, (ii) concentrations of credit, (iii) interest rate movements, (iv) volume, mix and size of loans, and (v) delinquencies.  The Company also has an internal Loan Review Officer that monitors risk grades on an on-going basis.

The Company utilizes a risk-grading matrix to assign a risk grade to each of its commercial and consumer loans. Loans are graded on a scale of 1-9. Risk grades 1-5 represent pass rated loans. The general characteristics of the 9 risk grades are broken down into commercial and consumer and described below:

Loan Portfolio Risk Grades

Pass credits are grades 1-5 and represent credits with above average risk characteristics that are in accordance with loan policy guidelines regarding repayment ability, loan to value, and credit history. These types of credits have very few exceptions to policy.

Grade 6 – Watch List or Special Mention. The loans in this category include the following characteristics:

·
Loans with one or more major exceptions with no mitigating factors.

·
Extending loans that are currently performing satisfactorily but with potential weaknesses that may, if not corrected, weaken the asset or inadequately protect the Company’s position at some future date. Potential weaknesses are the result of deviations from prudent lending practice.

·
Loans where adverse economic conditions that develop subsequent to the loan origination that do not jeopardize liquidation of the debt but do substantially increase the level of risk may also warrant this rating.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

Grade 7 – Substandard. A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  These loans are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans consistently not meeting the repayment schedule should be downgraded to substandard. Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. The weaknesses may include, but are not limited to (i) high debt to worth ratios, (ii) declining or negative earnings trends, (iii) declining or inadequate liquidity, (iv) improper loan structure, (v) questionable repayment sources, (vi) lack of well-defined secondary repayment source and (vii) unfavorable competitive comparisons.

Grade 8 – Doubtful. Loans classified 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. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt. Among these events are injection of capital, alternative financing and liquidation of assets or the pledging of additional collateral. The ability of the borrower to service the debt is extremely weak, overdue status is constant, the debt has been placed on non-accrual status, and no definite repayment schedule exists. 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.

Grade 9 – Loss. Loans classified 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 the loan even though partial recoveries may be realized in the future. Probable loss portions of doubtful assets should be charged against the allowance for loan losses. Loans may reside in this classification for administrative purposes for a period not to exceed the earlier of thirty (30) days or calendar quarter-end.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The following table presents the credit risk profile by internally assigned risk grades.

June 30, 2018
                             
Dollars in thousands
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Loss
 
Commercial real estate:
                             
Residential ADC
 
$
5,254
   
$
-
   
$
-
   
$
-
   
$
-
 
Commercial ADC
   
25,358
     
324
     
4
     
-
     
-
 
Farmland
   
5,743
     
-
     
-
     
-
     
-
 
Multifamily
   
14,061
     
-
     
-
     
-
     
-
 
Owner occupied
   
93,997
     
1,005
     
1,096
     
-
     
-
 
Non-owner occupied
   
90,969
     
827
     
136
     
-
     
-
 
Total commercial real estate
   
235,382
     
2,156
     
1,236
     
-
     
-
 
Commercial:
                                       
Commercial and industrial
   
41,276
     
1,023
     
376
     
-
     
-
 
Agriculture
   
285
     
-
     
-
     
-
     
-
 
Other
   
1,607
     
-
     
-
     
-
     
-
 
Total commercial
   
43,168
     
1,023
     
376
     
-
     
-
 
Residential mortgage:
                                       
First lien, closed-end
   
50,713
     
670
     
146
     
-
     
-
 
Junior lien, closed-end
   
286
     
423
     
5
     
-
     
-
 
Total residential mortgage
   
50,999
     
1,093
     
151
     
-
     
-
 
Home equity lines
   
33,253
     
1,483
     
89
     
-
     
-
 
Consumer – other
   
3,456
     
156
     
5
     
-
     
-
 
Total
 
$
366,258
   
$
5,911
   
$
1,857
   
$
-
   
$
-
 
 
December 31, 2017
                             
Dollars in thousands
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Loss
 
Commercial real estate:
                             
Residential ADC
 
$
7,242
   
$
-
   
$
-
   
$
-
   
$
-
 
Commercial ADC
   
23,883
     
477
     
4
     
-
     
-
 
Farmland
   
5,392
     
-
     
-
     
-
     
-
 
Multifamily
   
11,967
     
-
     
-
     
-
     
-
 
Owner occupied
   
81,584
     
1,049
     
2,175
     
-
     
-
 
Non-owner occupied
   
78,531
     
855
     
163
     
-
     
-
 
Total commercial real estate
   
208,599
     
2,381
     
2,342
     
-
     
-
 
Commercial:
                                       
Commercial and industrial
   
45,480
     
1,130
     
422
     
-
     
-
 
Agriculture
   
415
     
-
     
-
     
-
     
-
 
Other
   
1,420
     
-
     
-
     
-
     
-
 
Total commercial
   
47,315
     
1,130
     
422
     
-
     
-
 
Residential mortgage:
                                       
First lien, closed-end
   
47,257
     
513
     
166
     
-
     
-
 
Junior lien, closed-end
   
239
     
-
     
884
     
-
     
-
 
Total residential mortgage
   
47,496
     
513
     
1,050
     
-
     
-
 
Home equity lines
   
32,005
     
1,543
     
124
     
-
     
-
 
Consumer – other
   
3,596
     
162
     
1
     
-
     
-
 
Total
 
$
339,011
   
$
5,729
   
$
3,939
   
$
-
   
$
-
 

Allowance for Loan Losses

The allowance for loan losses represents management's estimate of an amount adequate to provide for probable losses inherent in the loan portfolio. Management determines the allowance for loan losses based on a number of factors, including a review and evaluation of the Company's loan portfolio and current and projected economic conditions locally and nationally. The allowance is monitored and analyzed in conjunction with the Company's loan analysis and grading program.  The look-back period is a weighted twenty quarter period.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

Based on this methodology, provisions for loan losses are made to maintain an adequate allowance for loan losses. The allowance for loan losses is created by direct charges to operations. Losses on loans are charged against the allowance for loan losses in the accounting period in which they are determined by management to be uncollectible. Recoveries during the period are credited to the allowance. The provision for loan losses is the amount necessary to adjust the allowance for loan losses to the amount that management has determined to be adequate to provide for probable losses inherent in the loan portfolio. The Company recorded provisions for loan losses of $88,000 and $340,000 for the three and six months ended June 30, 2018.  The Company recorded provisions for loan losses for the both the three and six months ended June 30, 2017 that totaled $64,000 and $215,000, respectively. Management realizes that general economic trends greatly affect loan losses, and no assurances can be made that future charges to the allowance for loan losses may not be significant in relation to the amount provided during a particular period, or that future evaluations of the loan portfolio based on conditions then prevailing will not require sizable additions to the allowance, thus necessitating similarly sizable charges to income.

Based on its best judgment, evaluation, and analysis of the loan portfolio, management considers the allowance for loan losses to be appropriate in light of the risk inherent in the Company’s loan portfolio for the reporting periods.

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended June 30, 2018 and 2017.

   
Beginning
Balance
   
Provision
for
(Recovery
of) Loan
Losses
   
Charge-
offs
   
Recoveries
   
Ending
Balance
 
Dollars in thousands
                             
June 30, 2018
                             
Commercial real estate
 
$
2,459
   
$
18
   
$
-
   
$
27
   
$
2,504
 
Commercial and industrial
   
597
     
9
     
-
     
2
     
608
 
Residential mortgage
   
527
     
55
     
(50
)
   
-
     
532
 
Consumer
   
197
     
6
     
(6
)
   
3
     
200
 
Total
 
$
3,780
   
$
88
   
$
(56
)
 
$
32
   
$
3,844
 
                                         
June 30, 2017
                                       
Commercial real estate
 
$
1,692
   
$
332
   
$
(73
)
 
$
3
   
$
1,954
 
Commercial and industrial
   
1,132
     
(416
)
   
(233
)
   
18
     
501
 
Residential mortgage
   
444
     
69
     
-
     
11
     
524
 
Consumer
   
203
     
79
     
(53
)
   
5
     
234
 
Total
 
$
3,471
   
$
64
   
$
(359
)
 
$
37
   
$
3,213
 
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The following table details activity in the allowance for loan losses by portfolio segment for the six months ended June 30, 2018 and 2017.

   
Beginning
Balance
   
Provision
for
(Recovery
of) Loan
Losses
   
Charge-
offs
   
Recoveries
   
Ending
Balance
 
Dollars in thousands
                             
June 30, 2018
                             
Commercial real estate
 
$
2,260
   
$
264
   
$
(50
)
 
$
30
   
$
2,504
 
Commercial and industrial
   
634
     
(5
)
   
(25
)
   
4
     
608
 
Residential mortgage
   
505
     
77
     
(50
)
   
-
     
532
 
Consumer
   
200
     
4
     
(10
)
   
6
     
200
 
Total
 
$
3,599
   
$
340
   
$
(135
)
 
$
40
   
$
3,844
 
                                         
June 30, 2017
                                       
Commercial real estate
 
$
1,607
   
$
414
   
$
(73
)
 
$
6
   
$
1,954
 
Commercial and industrial
   
1,171
     
(454
)
   
(234
)
   
18
     
501
 
Residential mortgage
   
427
     
152
     
(66
)
   
11
     
524
 
Consumer
   
188
     
103
     
(64
)
   
7
     
234
 
Total
 
$
3,393
   
$
215
   
$
(437
)
 
$
42
   
$
3,213
 

The allocation of the allowance for loan losses for June 30, 2018 and December 31, 2017 is presented in the table below.

   
Loans
Individually
Evaluated for
Impairment
   
Loans
Collectively
Evaluated for
 Impairment
   
Total
 
Dollars in thousands
                 
June 30, 2018
                 
Commercial real estate
 
$
-
   
$
2,504
   
$
2,504
 
Commercial and industrial
   
151
     
457
     
608
 
Residential mortgage
   
96
     
436
     
532
 
Consumer
   
2
     
198
     
200
 
Total
 
$
249
   
$
3,595
   
$
3,844
 
                         
December 31, 2017
                       
Commercial real estate
 
$
-
   
$
2,260
   
$
2,260
 
Commercial and industrial
   
144
     
490
     
634
 
Residential mortgage
   
103
     
402
     
505
 
Consumer
   
1
     
199
     
200
 
Total
 
$
248
   
$
3,351
   
$
3,599
 
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The Company’s recorded investment in loans as of June 30, 2018 and December 31, 2017 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the Company’s impairment methodology was as follows:

   
June 30, 2018
   
December 31, 2017
 
   
Loans
Individually
Evaluated for
Impairment
   
Loans
Collectively
Evaluated for
Impairment
   
Loans
Individually
Evaluated for
Impairment
   
Loans
Collectively
Evaluated for
Impairment
 
Dollars in thousands
                       
Commercial real estate
 
$
2,484
   
$
236,290
   
$
3,623
   
$
209,699
 
Commercial and industrial
   
685
     
43,882
     
766
     
48,101
 
Residential mortgage
   
1,289
     
50,954
     
1,861
     
47,198
 
Consumer and home equity lines
   
94
     
38,348
     
107
     
37,324
 
Total
 
$
4,552
   
$
369,474
   
$
6,357
   
$
342,322
 

At June, 2018, the Company had pre-approved but unused lines of credit totaling $71.3 million. In management’s opinion, these unused lines of credit represent no more than normal lending risk to the Company and will be funded from normal sources of liquidity.

The Company has entered into loan transactions with certain of its directors and executive officers. Such loans were made in the ordinary course of business and on substantially the same terms and collateral as those for comparable transactions prevailing at the time and did not involve more than the normal risk of collectability or present other unfavorable features.

A summary of related party loan activity for the six months ended June 30, 2018 and 2017 is as follows:

   
June 30,
2018
   
June 30,
2017
 
Dollars in thousands
           
Balance, beginning of year
 
$
1,740
   
$
2,043
 
Loan disbursements
   
215
     
65
 
Loan repayments
   
(1,206
)
   
(177
)
Balance, end of quarter
 
$
749
   
$
1,931
 

At June 30, 2018 and 2017, the Company had pre-approved but unused lines of credit totaling $188,000 and $362,000, respectively, to executive officers, directors and their related interests.  Related party deposits totaled $2,109,000 and $2,014,000 at June 30, 2018 and 2017, respectively.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

(7)
Foreclosed Assets

The following table summarizes the activity in foreclosed assets for the six month periods ended June 30, 2018 and 2017:

   
June 30, 2018
   
June 30, 2017
 
Dollars in thousands
           
Balance, beginning of year
 
$
789
   
$
1,011
 
Additions
   
1,618
     
-
 
Proceeds from sale
   
(210
)
   
(211
)
Valuation adjustments
   
(248
)
   
(193
)
Gains/(losses) on sales
   
22
     
(24
)
Balance, end of quarter
 
$
1,971
   
$
583
 

The Company has two foreclosed residential real estate properties totaling $837,000 as of June 30, 2018.

The company did not have any consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process as of June 30, 2018.
 
(8)
Stock Option Plans

The Company has six share-based compensation plans in effect at June 30, 2018 and June 30, 2017. There were no compensation cost charged against income for the three months ended June 30, 2018 and $1,000 charged against income for those plans for the six months ended June 30, 2018.  The compensation cost charged against income for those plans for the three and six months ended June 30, 2017 was $9,000 and $18,000, respectively.

During 2001, the Company adopted, with shareholder approval, an Incentive Stock Option Plan (the “2001 Employee Plan”) and a Non-statutory Stock Option Plan (the “2001 Director Plan”). Each plan makes available options to purchase 100,771 shares of the Company’s common stock, for an aggregate number of common shares reserved for options under these plans of 201,542. The exercise price of all options granted to date under these plans is $3.14.

The options granted in 2006 through 2011 under the 2001 Director Plan and the 2001 Employee Plan vested over a four-year period. The options granted in 2005 under the 2001 Director Plan and the 2001 Employee Plan vested over a three-year period. All unexercised options expire ten years after the year of the grant or earlier in certain circumstances. The fair market value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The 2001 Employee Plan and the 2001 Director Plan expired in 2011 in accordance with their terms and no further options may be granted under these plans.

During 2005, the Company adopted, with shareholder approval, an Incentive Stock Option Plan (the “2005 Employee Plan”) and a Non-statutory Stock Option Plan (the “2005 Director Plan”). The 2005 Employee Plan made available options to purchase 72,389 shares of the Company’s common stock and the 2005 Director Plan made available 73,527 shares of the Company’s common stock, for an aggregate number of common shares reserved under these plans of 145,916. The exercise price of all options granted to date under these plans range from $2.13 to $12.25.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

The options granted in 2005 under the 2005 Director Plan and the 2005 Employee Plan vested over a three-year period. The options granted in 2006 through 2015 under the 2005 Employee Plan vest over a four-year period. All unexercised options expire ten years after the date of grant. The fair market value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model.  The 2005 Employee Plan and the 2005 Director Plan expired in 2015 in accordance with their terms and no further options may be granted under these plans.  Additionally, the Company granted 10,000 shares of restricted stock under the 2005 Employee Plan in 2014.  The shares vested over a 3-year period, fully vesting in January 2017.

As a result of the merger with Carolina Commerce Bank, Carolina Trust Bank assumed all outstanding options of Carolina Commerce under the existing terms and at the conversion rate of 0.625 shares of Carolina Trust stock for each share of Carolina Commerce stock. All options assumed became fully vested at the merger date. As of June 30, 2018, there were 76,845 options outstanding from the converted plans with exercise prices ranging from $2.13 to $10.40.

Total stock-based compensation recognized as compensation expense on our consolidated statement of income for the three and six months ended June 30, 2018 and 2017 is as follows:

   
Three months
ended
June 30, 2018
   
Three months
ended
June 30, 2017
 
Dollars in thousands
           
Option Grants
 
$
-
   
$
9
 
Restricted Stock Grants
   
-
     
-
 
Total compensation expense
 
$
-
   
$
9
 

   
Six months
ended
June 30, 2018
   
Six months
ended
June 30, 2017
 
Dollars in thousands
           
Option Grants
 
$
1
   
$
18
 
Restricted Stock Grants
   
-
     
-
 
Total compensation expense
 
$
1
   
$
18
 
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)


A summary of option activity under the stock option plans as of June 30, 2018 and changes during the period ended June 30, 2018 is presented below:

   
Shares
   
Weighted
Average
Exercise Price
 
Weighted
Average
 Remaining
Contractual
Term
 
Aggregate
 Intrinsic
Value
 
Outstanding, December 31, 2017
   
151,173
   
$
4.54
 
5.27 years
     
Exercised
   
(3,107
)
   
4.84
         
Expired
   
(12,000
)
   
12.22
         
Forfeited
   
-
     
-
         
Granted
   
-
     
-
         
Outstanding, June 30, 2018
   
136,066
   
$
3.85
 
5.19 years
 
$
597,308
 
                           
Exercisable, June 30, 2018
   
136,066
   
$
3.85
     
$
597,308
 

There were 958 options vested and no options granted during the six months ended June 30, 2018.  As of June 30, 2018 there was no unrecognized compensation cost related to non-vested options granted under all of the Company’s equity compensation plans.

There was no restricted stock granted or vested during the three and six months ended June 30, 2018.

A summary of restricted stock activity during the three and six months ended June 30, 2017 is presented below:

   
Three Months Ended
June 30, 2017
   
Six Months Ended
June 30, 2017
 
   
Non-Vested
Restricted
Stock
Outstanding
   
Weighted
Average
Grant Date
Fair Value
   
Non-Vested
Restricted
Stock
Outstanding
   
Weighted
Average
Grant Date
Fair Value
 
Beginning balance outstanding
   
-
     
-
     
3,334
   
$
3.31
 
Granted
   
-
             
-
         
Vested
   
-
             
(3,334
)
       
Ending balance outstanding
   
-
     
-
     
-
     
-
 

Upon exercise of the options, the Company issues shares from authorized but unissued shares. The Company does not typically purchase shares on the open market to fulfill obligations of the equity compensation plans.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

(9)
Off-Balance Sheet Risk and Commitments

The Company is a party to financial instruments with off-balance sheet credit risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit is based on management’s credit evaluation of the borrower. Collateral obtained varies but may include real estate, stocks, bonds, and certificates of deposit.

A summary of the contract amount of the Company’s exposure to off-balance sheet credit risk as of June 30, 2018 is as follows:

Financial instruments whose contract represents credit risk
 
   
   
June 30, 2018
 
Dollars in thousands
     
Undisbursed lines of credit
 
$
71,314
 
Letters of credit
   
613
 
   
$
71,927
 

(10)
Preferred Stock

Our articles of incorporation authorize us to issue up to 1,000,000 shares of one or more series of preferred stock. Our board of directors, in its sole discretion, has the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series, the designation of such series, and the dividend rate for each series, without any further vote or action by our shareholders. Our preferred stock may be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. There were no shares of preferred stock outstanding as of June 30, 2018.
 
CAROLINA TRUST BANCSHARES, INC.
Notes to Condensed Consolidated Financial Statements(Unaudited)

(11)
Mergers and Acquisitions

Proposed Merger with Clover Community Bankshares, Inc.
 
The Company entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) dated as of June 14, 2018, with Clover Community Bankshares, Inc. (“Clover”), the parent holding company for  Clover Community Bank, Clover, SC.  Pursuant to the terms of the Agreement, Clover will merge with and into the Company, with the Company being the surviving corporation in the merger.  In addition, following the merger of Clover with and into the Company, Clover Community Bank will be merged with and into the Bank with the Bank as the surviving bank in the bank merger.
 
The transaction is subject to various closing conditions, including the receipt of requisite shareholder approvals and required approvals of state and federal banking regulators.

If the merger is completed, each share of Clover common stock issued and outstanding will be converted into the right to receive either $22.00 in cash or 2.7181 shares of the Company’s common stock.  Clover shareholders will have the option to elect the type of consideration that they would prefer to receive, subject to required proration as provided in the Agreement.  The merger consideration will be prorated such that 20% of Clover’s common shares outstanding immediately prior to the closing of the merger will be converted to the cash consideration and 80% of Clover’s common shares outstanding immediately prior to the closing of the merger will be converted to the stock consideration.  Cash will be paid in lieu of fractional shares.

In accordance with Clover’s articles of incorporation, each outstanding share of Clover preferred stock will automatically convert into one share of Clover common stock immediately prior to the closing of the merger.  These shares of common stock will then be converted into the right to receive the merger consideration as described above.

Based on the Company’s 10-day volume weighted closing price of $8.09 per share as of June 12, 2018, the aggregate deal value is approximately $21.5 million.
 
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis is intended to assist readers in the understanding and evaluation of the financial condition and results of operations of Carolina Trust BancShares, Inc. (the “Company”). The Company conducts its business operations primarily through its wholly owned subsidiary, Carolina Trust Bank, a North Carolina-chartered commercial bank (which we refer to herein as the “Bank”)

Important Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains statements that management believes are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements generally relate to the caution regarding financial condition of Carolina Trust BancShares, Inc. (the “Company”), results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking terminology, such as “believes,” “expects,” or “are expected to,” “plans,” “projects,” “goals,” “estimates,” “will,” “may,” “should,” “could,” “would,” “continues,” “intends to,” “outlook” or “anticipates,” or variations of these and similar words, or by discussions of strategies that involve risks and uncertainties. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to, those described in this quarterly report on Form 10-Q. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements management may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information actually known to the Company at the time. Management undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements contained in this report are based on current expectations, estimates and projections about the Company’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of the Company’s future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements. These risks, uncertainties and assumptions include, without limitation:

deterioration in the financial condition of borrowers resulting in significant increases in the Company’s loan and lease losses and provisions for those losses and other adverse impacts to results of operations and financial condition;
changes in interest rates that affect the level and composition of deposits, loan demand and the values of loan collateral, securities, and interest-sensitive assets and liabilities;
the failure of assumptions underlying the establishment of reserves for possible loan and lease losses;
the impact of liquidity needs on our results of operations and financial condition;
risks related to the concentration in commercial real estate;
declines in commercial and residential real estate;
changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;
a failure in or a breach of the Company’s operational or security systems or those of its third-party service providers;
changes in financial market conditions, either internationally, nationally or locally in areas in which the Company conducts operations, including demand for the Company’s products and services and commercial and residential real estate development and prices;
changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking;
 
the effects of competition from other commercial banks, non-bank lenders, consumer finance companies, credit unions, and other financial institutions operating in the Company’s market area and elsewhere, together with such competitors offering banking products and services by mail, telephone and the Internet;
the Company’s ability to attract and retain key personnel;
changes in governmental monetary and fiscal policies as well as other legislative and regulatory changes;
changes in political and economic conditions;
the Company’s ability to comply with any requirements imposed on it by regulators, and the potential negative consequences that may result; and
the success at managing the risks involved in the foregoing.

Except as otherwise disclosed, forward-looking statements do not reflect any changes in laws, regulations or regulatory interpretations after the date as of which such statements are made. All forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any statement, to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

Discussion of Financial Condition at June 30, 2018 and December 31, 2017

During the period from December 31, 2017 to June 30, 2018, total assets increased by approximately $64.2 million, or 15.80%. The increase, reflected primarily in interest-earning deposits with banks and loans, was funded by an increase in deposits and capital. Interest-earning deposits with banks, and securities available-for-sale at June 30, 2018 totaled $64.5 million compared to $34.8 million at December 31, 2017.

The Company’s investment securities portfolio as of June 30, 2018 totaled $28.9 million, a decrease of $2.2 million when compared to the $31.1 million reported at December 31, 2017. At June 30, 2018, the Company had a net unrealized loss on available-for-sale securities of $751,000, net of tax, as compared to a net unrealized loss of $732,000, net of tax, at December 31, 2017. On January 1, 2018 the Company adopted the FASB ASU 2016-01 in which there was an initial reclassification from  accumulated other comprehensive income in the amount of $443,000 recorded to retained earnings for the loss on equity investments.

At June 30, 2018, net loans constituted 78.62% of the Company’s total assets. Net loans increased by $25.1 million from December 31, 2017 to June 30, 2018. Of all of the portfolio segments that increased during the first six months of 2018, commercial real estate experienced the largest amount of growth at $25.4 million or 11.93%.  Management’s continued goal is to grow the loan portfolio to provide maximum income proportionate with acceptable risks.

As part of the ongoing monitoring of credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the local, state and national economic outlook, (ii) concentrations of credit, (iii) interest rate movements, (iv) volume, mix and size of loans, and (v) delinquencies.  The Company also has an internal Loan Review Officer that monitors risk grades on an on-going basis.  Furthermore, the Company employs a third party contractor to perform an annual loan review.  The scope of the review is typically 50 – 60% of the loan portfolio.
 
At June 30, 2018 and December 31, 2017 impaired loans, which consisted primarily of troubled debt restructurings and non-accrual loans, were $4.6 million and $6.4 million, respectively. Impaired loans of $1.7 million and $1.8 million had related allowances for loan losses totaling $249,000 and $248,000 at June 30, 2018 and December 31, 2017, respectively. There were $2.9 million and $4.6 million of impaired loans without a specific allowance at June 30, 2018 and December 31, 2017, respectively.  Impaired loans at June 30, 2018 and December 31, 2017 consisted primarily of commercial real estate, commercial and industrial and residential mortgage loans. At June 30, 2018, there were eleven loans amounting to approximately $4.0 million, which were restructured to facilitate the borrowers’ ability to repay the outstanding balance. These eleven restructured loans are considered troubled debt restructurings at June 30, 2018 and have specific reserves amounting to approximately $249,000. Of these eleven loans, nine loans totaling $3.3 million were accruing interest at June 30, 2018.  At December 31, 2017, there were ten loans totaling $4.2 million which were restructured to facilitate the borrowers’ ability to repay the outstanding balance, and of these ten loans, nine loans totaling $3.4 million were accruing interest. Reserves for loans not considered impaired were approximately $3.6 million and $3.4 million at June 30, 2018 and December 31, 2017, respectively. The allowance for loan losses at both June 30, 2018 and December 31, 2017 was 1.03% of gross loans outstanding.

The Company records provision for loan losses based upon known problem loans and estimated probable losses in the existing loan portfolio. The Company’s methodology for assessing the appropriateness of the allowance for loan losses consists of two key components, which are a specific allowance for identified problem or impaired loans and a model estimating probable losses for the remainder of the portfolio.

Identified problem and impaired loans are measured for impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price or the fair value of the collateral, if the loan is collateral dependent. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant change. The adequacy of the allowance is also reviewed by management based upon its evaluation of then-existing economic and business conditions affecting the key lending areas of the Company and other conditions, such as new loan products, collateral values, loan concentrations, changes in the mix and volume of the loan portfolio, trends in portfolio credit quality, including delinquency and charge-off rates and current economic conditions that may affect a borrower's ability to repay.  Although management believes it has established and maintained the allowance for loan losses at appropriate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment.

Non-interest earning assets consisting of cash and due from banks, bank premises, equipment and software, foreclosed assets and other assets increased to $25.1 million at June 30, 2018 compared to $15.6 million at December 31, 2017.  The increase is attributed mostly to the increase in cash and due from banks of $8.4 million, or 155.20% and to an increase in foreclosed assets of $1.2 million or 149.83%.  At June 30, 2018, foreclosed assets consisted of six properties valued at $2.0 million. At December 31, 2017, foreclosed assets consisted of five properties valued at $789,000.

Deposit accounts represent the Company’s primary funding source and consist of non-interest bearing demand deposits, interest-bearing demand deposits, savings accounts and time deposits. Total deposits increased by approximately $52.6 million, or 15.45%, for the six months ended June 30, 2018. The growth is due to the increases in noninterest-earning demand deposits of $17.6 million, or 35.76%, interest-earning demand deposits of $10.7 million, or 9.28%, savings deposits of $1.5 million or 7.00%, and time deposits of $22.8 million or 14.79%.

Federal Home Loan Bank advances totaled $16.1 million at June 30, 2018, a decrease of $7.5 million over the $23.6 million advanced at December 31, 2017.
 
On March 29, 2018, the Company entered into a Term Loan Agreement and a Security Agreement with, and executed and delivered a Promissory Note to Community Bankers’ Bank, Midlothian, Virginia (the “Lender”). These documents provide for a $3 million secured term loan to the Company. The term loan accrues interest at the Wall Street Journal prime rate, which was 4.75% on the Promissory Note date, with a maximum rate of 18.0%. The Company will make 12 interest payments beginning on April 29, 2018, and on the 29th day of each month thereafter. Beginning on April 29, 2019, and on the 29th day of each month thereafter, the Company will make 84 payments of principal and interest of the lesser of $41,798.65, or accrued interest and so much of the $3,000,000 Promissory Note amount as has been advanced. Changes to the scheduled payments will be made to reflect changes, if any, in the interest rate. There is no penalty for voluntary prepayment of the Promissory Note, and on April 27th, the Company repaid the outstanding balance.

Stockholders’ equity amounted to $48.2 million, or 10.24% of total assets at June 30, 2018, compared to $29.1 million, or 7.16% of total assets at December 31, 2017.

Discussion of Results of Operations

For the three months ended June 30, 2018 and 2017

Net Income and Net Income Available to Common Shareholders

Net income for the three months ended June 30, 2018 was $510,000 compared to $196,000 for the second quarter of 2017, an increase of $314,000. Diluted earnings per common share was $0.08 for the three months ended June 30, 2018 compared to $0.04 for the second quarter of 2017.  The increase in net income is primarily due to an increase in interest income on loans of $830,000 as average loans increased by $54 million from the second quarter of 2017 to the second quarter of 2018. The interest income was partially offset by an increase in interest expense of $309,000 due to an increase in total deposits outstanding and merger expenses of $323,000 relating to the proposed acquisition of Clover Community Bankshares, Inc.

Net Interest Income

Net interest income is the primary source of earnings for the Company. Net interest income is the difference between interest income on earning assets (primarily loans and investment securities) and the interest expense on deposits and other interest bearing liabilities. Net interest spread is the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Net interest margin is the ratio of net interest income to average assets for the period. Changes in net interest income result from changes in interest rates and the volume and mix of earning assets and interest-bearing liabilities.

Net interest income for the quarter ended June 30, 2018 totaled $4,043,000 compared to $3,420,000 for the quarter ended June 30, 2017. The Company’s net interest spread was approximately 3.52% and 3.64% for the quarters ended June 30, 2018 and 2017, respectively. Net interest margin on average interest earning assets was 3.76% and 3.80% for the quarters ended June 30, 2018 and 2017, respectively.  Net interest spread decreased by 12 basis points, and net interest margin decreased by 4 basis points. The decreases in net interest spread and net interest margin are due primarily to increase in the cost of funds.

Provision for Loan Losses

The Company recorded a provision for loan losses of $88,000 and $64,000 for the quarters ended June 30, 2018 and 2017.  This increase of $22,000 in the provision for loan losses is due to an increase in the amount of loans outstanding. The ratio of the allowance for loan and lease losses as a percentage of total loans increased from 0.99% at June 30, 2017 to 1.03% at June 30, 2018. The increase in this percentage is due to increase in the qualitative factor for nature and volume of the portfolio for Residential and Commercial acquisition, development and construction (“ADC”) loans, Commercial Real Estate loans and Commercial and Industrial loans used in the model. The provision for loan losses is charged to operations to bring the allowance to a level deemed appropriate based on management’s evaluation of the adequacy of the allowance for loan losses.
 
The following table sets forth information with respect to the asset quality of our loan portfolio as of the dates indicated.

   
Loans
Outstanding
   
Non-
Performing
Loans
   
Net
Charge- offs
(Recoveries)
   
Allowance
for Loan
Losses
 
         
(Dollars in thousands)
             
                         
June 30, 2018
 
$
374,026
   
$
1,105
   
$
95
   
$
3,844
 
March 31, 2018
   
367,039
     
1,125
     
71
     
3,780
 
December 31, 2017
   
348,679
     
2,746
     
(26
)
   
3,599
 
September 30, 2017
   
340,038
     
2,142
     
130
     
3,423
 
June 30, 2017
   
324,349
     
2,896
     
322
     
3,213
 
March 31, 2017
   
311,609
     
2,937
     
73
     
3,471
 
December 31, 2016
   
308,492
     
2,875
     
(303
)
   
3,393
 
September 30, 2016
   
301,420
     
3,579
     
56
     
3,687
 
June 30, 2016
   
293,157
     
1,739
     
(20
)
   
3,541
 
March 31, 2016
   
297,746
     
2,100
     
122
     
3,521
 
December 31, 2015
   
292,362
     
2,164
     
2
     
3,723
 
September 30, 2015
   
286,469
     
2,079
     
(109
)
   
3,825
 

Non-interest Income

Non-interest income for the quarter ended June 30, 2018 totaled $366,000, an increase of $110,000 over the $256,000 reported for the quarter ended June 30, 2017. The primary factors contributing to the overall increase were the increase in overdraft fees on deposits of $47,000 for the quarter ended June 30, 2018 when compared to the same period in 2017 and the unrealized gain on equity securities of $50,000 for the quarter ended June 30, 2018.  On January 1, 2018 the net unrealized loss on equity securities was reclassified from accumulated other comprehensive income to retained earnings and from that date forward will be recorded on the income statement.

Interchange fees, or “swipe” fees, are charges that merchants pay to the Bank and other card-issuing banks for processing electronic payment transactions. Interchange fees consist of income from check card usage, point of sale income from PIN-based debit card transactions and ATM service fees. With the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, in 2018, interchange fees are reported net of related costs. See Note 2 – Recent Accounting Pronouncements, of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Report. Previously, such costs were reported as check card expense. Interchange fees for the three months ended June 30, 2018 and June 30, 2017 reported on a net basis totaled $52,000 and $42,000, respectively.

Non-interest Expense

Non-interest expenses for the June 30, 2018 and 2017 quarters totaled $3,620,000 and $3,327,000, respectively. The $293,000 increase was due in part to Merger expenses of $323,000 relating to the proposed acquisition of Clover Community Bank and an increase of foreclosed asset expenses in the amount of $80,000 due to the valuation adjustment of one property. Slightly offsetting these increases was a $81,000 or 29.95% decrease in data processing expenses. During the second quarter of 2017, data processing expenses were higher due to the conversion of our core processing system that was complete in April of that year.
 
Income Tax Expense

The Company recorded income tax expense of $191,000 for the three-months ended June 30, 2018 resulting in an effective tax rate of 27%. For the same period in 2017, the Company recorded income tax expense of $89,000 with an effective tax rate of 31%. The Company’s federal income tax rate was lowered from 34% to 21% due to the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017. For 2018, the effective tax rate is higher than the statutory rate mainly due to the $131,000 in merger expenses that are non-deductible.

In June 2017, the North Carolina corporate tax rate was lowered from 3% to 2.5%, effective in 2019.  Management has determined initially that the impact of the rate change on deferred tax assets is not material and will continue to monitor the impact until the new tax rate is effective in 2019.

Discussion of Results of Operations

For the six months ended June 30, 2018 and 2017

Net Income and Net Income Available to Common Shareholders

Net income for the six months ended June 30, 2018 was $1,091,000 compared to $407,000 for the six months ended June 30, 2017, an increase of $684,000. Diluted earnings per common share was $0.19 for the six months ended June 30, 2018 and $0.09 for the six months ended June 30, 2017.

Net Interest Income

Net interest income for the six months ended June 30, 2018 totaled $7,810,000 compared to $6,674,000 for the six months ended June 30, 2017. The Company’s net interest spread was approximately 3.57% and 3.60% for the six months ended June 30, 2018 and 2017, respectively. Net interest margin on average interest earning assets was 3.78% and 3.76% for the six months ended June 30, 2018 and 2017, respectively. The decrease in net interest spread was 0.03% and the increase in net interest margin was 0.02%, respectively.

Provision for Loan Losses

The Company recorded provision for loan losses of $340,000 and $215,000 for the six months ended June 30, 2018 and 2017, respectively.  This increase in the provision for loan losses is due to an increase in the amount of loans outstanding. The provision for loan losses is charged to operations to bring the allowance to a level deemed appropriate based on management’s evaluation of the adequacy of the allowance for loan losses.

Non-interest Income

Non-interest income for the six months ended June 30, 2018 and 2017 totaled $696,000 and $450,000, respectively. The increase of $246,000 is comprised of overdraft fees on deposits and the unrealized gain on equity securities.  Overdraft fees on deposits increased by $103,000 or 58.15% and the unrealized gain on equity securities was $88,000.On January 1, 2018 the net unrealized loss on equity securities was reclassified from accumulated other comprehensive income to retained earnings and from that date forward will be recorded on the income statement.
 
Interchange fees, or “swipe” fees, are charges that merchants pay to the Bank and other card-issuing banks for processing electronic payment transactions. Interchange fees consist of income from check card usage, point of sale income from PIN-based debit card transactions and ATM service fees. With the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, in 2018, interchange fees are reported net of related costs. See Note 2 – Recent Accounting Pronouncements, of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Report. Previously, such costs were reported as check card expense. Interchange fees for the six months ended June 30, 2018 and June 30, 2017 reported on a net basis totaled $98,000 and $63,000, respectively.

Non-interest Expense

Non-interest expenses for the six months ended June 30, 2018 and 2017 totaled $6,716,000 and $6,304,000, respectively. The $412,000 increase was due in part to $323,000 of merger expenses for the proposed acquisition of Clover Community Bank and a $180,000, or 5.13%, increase in compensation expense due to salary and wage increases. The increase in salaries and wages was attributable to annual raises and performance bonuses. Slightly offsetting these increases was a $147,000 or 27.30% decrease in data processing expenses. During the first quarter of 2017, data processing expenses were higher due to the conversion of our core processing system that was complete in April of that year.

Income Tax Expense

The Company recorded income tax expense of $359,000 for the six months ended June 30, 2018 resulting in an effective tax rate of 25%. For the same period in 2017, the Company recorded income tax expense of $198,000 with an effective tax rate of 33%. The Company’s federal income tax rate was lowered from 34% to 21% due to the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017.  For 2018, the effective tax rate is higher than the statutory rate mainly due to the $131,000 in merger expenses that are non-deductible.

In June 2017, the North Carolina corporate tax rate was lowered from 3% to 2.5%, effective in 2019.  Management has determined initially that the impact of the rate change on deferred tax assets is not material and will continue to monitor the impact until the new tax rate is effective in 2019

Liquidity

The Company’s liquidity is a measure of its ability to fund loans, withdrawals and maturities of deposits, and other cash outflows in a cost effective manner.  The Company’s principal sources of liquidity are deposits, scheduled payments and prepayments of loan principal, maturities of investment securities, access to liquid assets, and funds provided by operations.  While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.  Liquid assets, which consist of cash and due from banks, interest-earning deposits with banks, certificates of deposit with banks, investment securities classified as available-for-sale, and equity securities represented 16.95% and 10.25% of total assets at June 30, 2018 and December 31, 2017, respectively.
 
Should the need arise, management believes the Company would have the capability to sell securities classified as available-for-sale or to borrow funds as necessary to meet the Company’s cash flow demands.  The Company has established credit lines with other financial institutions to purchase up to $15.5 million in federal funds and to borrow up to $10 million under a reverse repurchase agreement. There were no borrowings outstanding against these credit lines at June 30, 2018. The Company has also established a credit line with the Federal Home Loan Bank of Atlanta. The credit line is secured by a portion of the Company’s loan portfolio that qualifies under FHLB guidelines as eligible collateral. Total availability, based on collateral pledged at June 30, 2018 was $74.9 million, of which $16.1 million was advanced and $7 million was securing a letter of credit.

Total deposits were $393.3 million and $340.7 million at June 30, 2018 and December 31, 2017, respectively.  Time deposits, which are the only deposit accounts that have stated maturity dates, are generally considered to be rate sensitive.  Time deposits represented 44.95% and 45.20% of total deposits at June 30, 2018 and December 31, 2017, respectively. At June 30, 2018 and December 31, 2017, the Company had brokered time deposits of $19.2 million and $23.3 million, respectively. The Company also obtains time accounts by connecting with institutional depositors through an online listing service.  At June 30, 2018 and December 31, 2017, respectively, the deposits attributed to the listing service were $13.0 million and $14.3 million, respectively.  Management accepts time deposits from outside the Bank’s local market area when such funding sources are necessary to fund growth and the rates paid are comparable to rates offered to retail customers or lower.  Management believes most time deposits are relationship-oriented. While the Company will need to pay competitive rates to retain these deposits at their maturities, there are other subjective factors that will determine their continued retention.  Based upon prior experience, the Company anticipates that a substantial portion of outstanding certificates of deposit will renew upon maturity.

Management believes that the Company's current sources of funds provide adequate liquidity for its current cash flow needs.

Capital Resources

Future growth and expansion of the Company are dictated by the ability to create capital, which is generated principally by retained earnings. Adequacy of the Company's capital is also monitored to ensure compliance with regulatory requirements. One of management’s primary objectives is to maintain a strong capital position in order to warrant confidence from customers, investors, bank regulators and stockholders. A measure of capital position is capital adequacy, defined as the amount of capital needed to maintain future asset growth and absorb unforeseen losses. Regulators consider a variety of factors in determining an institution’s capital adequacy, including quality and stability of earnings, asset quality, guidance, expertise and liquidity. Regulatory guidelines place an emphasis on stockholders’ equity in relationship to total assets adjusted for risk.
 
In July 2013, the Federal Reserve issued final rules to include technical changes to its market risk capital rules to align them with the Basel III regulatory capital framework and meet certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rules require the Bank to comply with the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (iii) a total capital ratio of 8.0% of risk-weighted assets; and (iv) a leverage ratio of 4.0% of total assets. The rules also require the Bank to maintain a capital conservation buffer. The capital conservation buffer requirement began January 1, 2016, at 0.625% of risk-weighted assets, and will increase by the same amount each year until fully implemented at 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
 
When fully phased in on January 1, 2019, the rules will require the Bank to maintain (i) a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% common equity Tier 1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7.0% upon full implementation), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation), and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets.

Management considers the Bank to be well-capitalized and expects to be able to meet future needs caused by growth and expansion, as well as capital requirements implemented by the regulatory agencies.

The Bank calculates regulatory capital under the U.S. Basel III Standardized Approach. As a small bank holding company with less than $1 billion in total assets, the risk-based capital guidelines of the Federal Reserve do not apply to the Company on a consolidated basis.

The table below presents the regulatory capital ratios for the Bank.

   
At June 30, 2018
 
   
Actual
Ratio
   
Minimum
Requirement
   
Well-Capitalized
Requirement
 
                   
Common equity tier 1 capital ratio
   
12.16
%
   
4.50
%
   
6.50
%
Total risk-based capital ratio
   
13.14
%
   
8.00
%
   
10.00
%
Tier 1 risk-based capital ratio
   
12.16
%
   
6.00
%
   
8.00
%
Tier 1 leverage ratio
   
10.45
%
   
4.00
%
   
5.00
%

Item 4. - Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e)) pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective. No change in the Company’s internal control over financial reporting occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Part II.   OTHER INFORMATION

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

(b)          Underwritten Follow-On Public Offering. On April 18, 2018, the Company’s Registration Statement on Form S-1 (File No. 333-224178) was declared effective by the Securities and Exchange Commission. Pursuant to the Registration Statement, the Company registered the offer and sale of shares of its common stock, $2.50 par value per share, having an aggregate offering price of up to $23,000,000.
 
On April 23, 2018, the Company issued and sold 2,310,000 shares of its common stock in an underwritten follow-on public offering. Sandler O’Neill & Partners, L.P., was the managing underwriter for the offering. On May 14, 2018, Sandler O’Neill exercised, in part, its option to purchase additional shares of the Company’s common stock. Pursuant to the exercise of the underwriter’s option, the Company issued and sold an additional 186,000 shares of its common stock. Total underwriting discounts and commissions (inclusive of the underwriter’s option) equaled $1,148,000. A reasonable estimate of the total expenses of the offering, excluding underwriting discounts and commissions, is approximately $382,000 These expenses are not direct or indirect payments (1) to directors, officers, or general partners of the Company or their associates; (2) to persons owning ten percent or more of any class of equity securities of the Company; or (3) to affiliates of the Company. The offering proceeds to the Company after deducting underwriting discounts, commissions, and total expenses are expected to be $18,438,000.
 
Following the closing of the offering, the Company placed $9,038,000 of the net offering proceeds in a deposit account at the Bank, invested $6,400,000 in the bank, and used an additional $3,000,000 of the net offering proceeds to repay the full outstanding balance of its secured term loan with Community Bankers’ Bank, Midlothian, Virginia. As indicated in its Registration Statement on Form S-1, the Company intends to use the remaining net proceeds to support the continued growth of its franchise and for other general corporate purposes.
 
Item 6.  Exhibits

Exhibit #
 
Description
     
 
Agreement and Plan of Merger Reorganization by and between Carolina Trust BancShares, Inc. and Clover Community Bankshares, Inc., dated as of June 14, 2018 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2018)
     
 
Amended and Restated Employment Agreement dated May 31, 2018, with Edwin E. Laws (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2018)
     
 
Amended and Restated Employment Agreement dated May 31, 2018, with Richard M. Rager (incorporated by reference to Exhibit 10.02 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2018)
     
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith)
     
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith)
     
 
Section 1350 Certification (furnished herewith)
     
101
 
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2018 and December 31, 2017; (ii) Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended June 30, 2018 and 2017; (iii) Condensed Consolidated Statements of Operations (Unaudited) for the Six Months Ended June 30, 2018 and 2017; (iv) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended June 30, 2018 and 2017; (v) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Six Months Ended June 30, 2018 and 2017; (vi) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Six Months Ended June 30, 2018 and 2017; (vii) Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2018 and 2017; and (viii) Notes to Condensed Consolidated Financial Statements (Unaudited)
 
*
Management contract.
 
SIGNATURES

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

 
CAROLINA TRUST BANCSHARES, INC.
     
Date: August 10, 2018
By:
/s/Jerry L. Ocheltree
   
Jerry L. Ocheltree
   
President and Chief Executive Officer
     
Date: August 10, 2018
By:
/s/ Edwin E. Laws
   
Edwin E. Laws
   
Executive Vice President and Chief Financial Officer
 
 
48