8-K

SOUTHERN FIRST BANCSHARES INC (SFST)

8-K 2023-10-19 For: 2023-10-19
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Added on April 07, 2026

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October<br>19, 2023

Southern First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

South Carolina

(State or other jurisdiction of incorporation)

000-27719 58-2459561
(Commission File Number) (IRS Employer Identification No.)
6 Verdae Boulevard, Greenville, SC 29607
(Address of principal executive offices) (Zip Code)

(864) 679-9000

(Registrant's telephone number, including area code)

100 Verdae Boulevard, Suite 100, Greenville,SC

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR<br>230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br>240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br>Act (17CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br>Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock SFST The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

ITEM 2.02.   Results of Operations and Financial Condition.

On October 19, 2023, Southern First Bancshares, Inc., holding company for Southern First Bank, issued a press release announcing its financial results for the period ended September 30, 2023.  The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 7.01   Regulation FD Disclosure.

A copy of a slide presentation also highlighting Southern First Bancshares, Inc. financial results for the period ended September 30, 2023 is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The slide presentation also will be available on our website, www.southernfirst.com, under the “Investor Relations” section.

ITEM 9.01.   Financial Statements and Exhibits.

(d) Exhibits The following exhibit index lists the exhibits that are either<br>filed or furnished with the Current Report on Form 8-K.

EXHIBIT INDEX

Exhibit No. Description
99.1 Earnings Press Release for period ended September 30, 2023.
99.2 Slide Presentation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

SOUTHERN FIRST BANCSHARES, INC.
By: /s/ D. Andrew Borrmann
Name: D. Andrew Borrmann
Title: Chief Financial Officer

October 19, 2023

Exhibit 99.1

SouthernFirst Reports Results for Third Quarter 2023

Greenville, South Carolina, October 19, 2023 – Southern First Bancshares, Inc. (NASDAQ: SFST), holding company for Southern First Bank, today announced its financial results for the three-month period ended September 30, 2023.

“Our team generated improved performance over the prior quarter as evidenced by the growth in book value, general margin stability, capital accretion, and outstanding credit quality,” stated Art Seaver, the Company’s Chief Executive Officer. “While the monetary policy of the Federal Reserve has increased interest rates dramatically and resulted in a significant decline in loan demand, we are proud of our efforts to grow client relationships and support the needs of our clients and communities.”

2023 Third Quarter Highlights

· Net income was $4.1 million and diluted earnings per common share were $0.51 for Q3 2023
· Core deposits remained at $2.9 billion at Q3 2023, compared to Q2 2023 and increased 5% from Q3 2022
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· Total loans increased 2% (annualized) to $3.6 billion at Q3 2023, compared to Q2 2023 and increased 17%, from $3.0 billion at Q3 2022
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· Book value per common share increased to $37.57 at Q3 2023, or 4%, over Q3 2022
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· Credit quality remains strong with nonperforming assets to total assets of 0.11% and past due loans to total loans of 0.13% at Q3 2023
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· Net interest margin was 1.97% for Q3 2023, compared to 2.05% for Q2 2023 and 3.19% for Q3 2022
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· Improvement in common equity tier 1 and risk-based capital ratios during Q3 2023, compared to Q2 2023
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Quarter Ended
--- --- --- --- --- ---
September 30 June 30 March 31 December 31 September 30
2023 2023 2023 2022 2022
Earnings ( in thousands, except per share data):
Net income available to common shareholders 4,098 2,458 2,703 5,492 8,413
Earnings per common share, diluted 0.51 0.31 0.33 0.68 1.04
Total revenue(1) 22,094 21,561 22,468 25,826 28,134
Net interest margin (tax-equivalent)(2) 1.97% 2.05% 2.36% 2.88% 3.19%
Return on average assets(3) 0.40% 0.26% 0.30% 0.63% 1.00%
Return on average equity(3) 5.35% 3.27% 3.67% 7.44% 11.57%
Efficiency ratio(4) 78.31% 80.67% 76.12% 63.55% 57.03%
Noninterest expense to average assets (3) 1.69% 1.82% 1.89% 1.87% 1.92%
Balance Sheet ( in thousands):
Total loans(5) 3,553,632 3,537,616 3,417,945 3,273,363 3,030,027
Total deposits 3,347,771 3,433,018 3,426,774 3,133,864 3,001,452
Core deposits(6) 2,866,574 2,880,507 2,946,567 2,759,112 2,723,592
Total assets 4,019,957 4,002,107 3,938,140 3,691,981 3,439,669
Book value per common share 37.57 37.42 37.16 36.76 35.99
Loans to deposits 106.15% 103.05% 99.74% 104.45% 100.95%
Holding Company Capital Ratios(7):
Total risk-based capital ratio 12.56% 12.40% 12.67% 12.91% 13.58%
Tier 1 risk-based capital ratio 10.58% 10.42% 10.66% 10.88% 11.49%
Leverage ratio 8.17% 8.48% 8.80% 9.17% 9.44%
Common equity tier 1 ratio(8) 10.17% 10.00% 10.23% 10.44% 11.02%
Tangible common equity(9) 7.56% 7.53% 7.60% 7.98% 8.37%
Asset Quality Ratios:
Nonperforming assets/ total assets 0.11% 0.08% 0.12% 0.07% 0.08%
Classified assets/tier one capital plus allowance for credit losses 4.72% 4.68% 5.10% 4.71% 5.24%
Loans 30 days or more past due/ loans(5) 0.13% 0.07% 0.11% 0.11% 0.07%
Net charge-offs (recoveries)/average loans(5) (YTD annualized) 0.01% 0.03% 0.01% (0.05%) (0.06%)
Allowance for credit losses/loans(5) 1.16% 1.16% 1.18% 1.18% 1.20%
Allowance for credit losses/nonaccrual loans 953.25% 1,363.11% 854.33% 1,470.74% 1,388.87%

All values are in US Dollars.

[Footnotes to table located on page 6]

1

income statements– Unaudited

Quarter Ended
September 30 June 30 March 31 December 31 September 30
(in thousands, except per share data) 2023 2023 2023 2022 2022
Interest income
Loans $ 43,542 41,089 36,748 33,939 29,752
Investment securities 1,470 706 613 562 506
Federal funds sold 2,435 891 969 525 676
Total interest income 47,447 42,686 38,330 35,026 30,934
Interest expense
Deposits 25,130 21,937 17,179 10,329 5,021
Borrowings 2,972 1,924 727 578 459
Total interest expense 28,102 23,861 17,906 10,907 5,480
Net interest income 19,345 18,825 20,424 24,119 25,454
Provision for (reversal of) credit losses (500) 910 1,825 2,325 950
Net interest income after provision for credit losses 19,845 17,915 18,599 21,794 24,504
Noninterest income
Mortgage banking income 1,208 1,337 622 291 1,230
Service fees on deposit accounts 356 331 325 316 318
ATM and debit card income 588 536 555 558 542
Income from bank owned life insurance 349 338 332 344 315
Other income 248 194 210 198 275
Total noninterest income 2,749 2,736 2,044 1,707 2,680
Noninterest expense
Compensation and benefits 10,231 10,287 10,356 9,576 9,843
Occupancy 2,562 2,518 2,457 2,666 2,442
Outside service and data processing costs 1,744 1,705 1,629 1,521 1,529
Insurance 1,243 897 689 551 507
Professional fees 504 751 660 788 555
Marketing 293 335 366 282 338
Other 725 900 947 1,029 832
Total noninterest expenses 17,302 17,393 17,104 16,413 16,046
Income before provision for income taxes 5,293 3,258 3,539 7,088 11,138
Income tax expense 1,195 800 836 1,596 2,725
Net income available to common shareholders $ 4,098 2,458 2,703 5,492 8,413
Earnings per common share – Basic $ 0.51 0.31 0.34 0.69 1.06
Earnings per common share – Diluted 0.51 0.31 0.33 0.68 1.04
Basic weighted average common shares 8,053 8,051 8,026 7,971 7,972
Diluted weighted average common shares 8,072 8,069 8,092 8,071 8,065

[Footnotes to table located on page 6]

Net income for the third quarter of 2023 was $4.1 million, or $0.51 per diluted share, a $1.6 million increase from the second quarter of 2023 and a $4.3 million decrease from the third quarter of 2022. Net interest income increased $520 thousand for the third quarter of 2023, compared to the second quarter of 2023, and decreased $6.1 million, compared to the third quarter of 2022. The increase in net interest income from the prior quarter was primarily driven by an increase in interest income on loans and federal funds sold. The decrease in net interest income from the prior year was driven primarily by an increase in interest expense on our deposit accounts related to the Federal Reserve’s 525-basis point interest rate hikes during the past 19 months.

There was a reversal of the provision for credit losses of $500 thousand for the third quarter of 2023, compared to a provision of $910 thousand for the second quarter of 2023 and a provision of $950 thousand for the third quarter of 2022. The provision reversal during the third quarter of 2023 includes a $100 thousand reversal of the provision for credit losses and a $400 thousand reversal of the reserve for unfunded commitments. The reversal of the provision for credit losses was driven by lower expected loss rates, while the reversal of the reserve for unfunded commitments was driven by a decrease in the balance of unfunded commitments at September 30, 2023, compared to the previous quarter and year.

Noninterest income was $2.7 million for each of the third quarter of 2023, the second quarter of 2023, and the third quarter of 2022. Mortgage banking income continues to be the largest component of our noninterest income at $1.2 million for the third quarter of 2023, $1.3 million for the second quarter of 2023, and $1.2 million for the third quarter of 2022.

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Noninterest expense for the third quarter of 2023 was $17.3 million, a $91 thousand decrease from the second quarter of 2023, and a $1.3 million increase from the third quarter of 2022. The decrease in noninterest expense from the previous quarter was driven by decreases in professional fees and other noninterest expenses, while the increase from the prior year related to increases in compensation and benefits, outside service and data processing costs, and insurance expenses. Compensation and benefits expenses increased from the previous year, driven by annual salary increases and the hiring of new team members. Outside service and data processing costs increased due to an increase in software licensing and maintenance costs, while insurance costs increased due to higher FDIC insurance premiums.

Our effective tax rate was 22.6% for the third quarter of 2023, 24.6% for the second quarter of 2023, and 24.5% for the third quarter of 2022. The lower tax rate in the third quarter of 2023 as compared to the previous quarters of 2023 relates primarily to the effect of equity compensation transactions and return to provision differences on our tax rate during the quarter.

Net interest income and margin - Unaudited

For<br> the Three Months Ended
September<br> 30, 2023 June<br> 30, 2023 September<br> 30,2022
(dollars<br> in thousands) Average<br> Balance Average<br> Balance Average<br> Balance
Interest-earning assets
Federal<br> funds sold and interest-bearing deposits 181,784 71,004 122,071
Investment<br> securities, taxable 148,239 93,922 91,462
Investment<br> securities, nontaxable^(2)^ 7,799 10,200 10,160
Loans^(10)^ 3,554,478 3,511,225 2,941,350
Total<br> interest-earning assets 3,892,300 3,686,351 3,165,043
Noninterest-earning<br> assets 159,103 155,847 159,233
Total<br> assets 4,051,403 3,842,198 3,324,726
Interest-bearing liabilities
NOW<br> accounts 297,028 297,234 361,500
Savings<br> & money market 1,748,638 1,727,009 1,417,181
Time<br> deposits 648,949 573,095 361,325
Total<br> interest-bearing deposits 2,694,615 2,597,338 2,140,006
FHLB<br> advances and other borrowings 264,141 135,922 1,357
Subordinated<br> debentures 36,278 36,251 36,169
Total<br> interest-bearing liabilities 2,995,034 2,769,511 2,177,532
Noninterest-bearing<br> liabilities 752,433 771,388 858,202
Shareholders’<br> equity 303,936 301,299 288,542
Total<br> liabilities and shareholders’ equity 4,051,403 3,842,198 3,324,276
Net<br> interest spread
Net<br> interest income (tax equivalent) / margin
Less:  tax-equivalent<br> adjustment^(2)^
Net<br> interest income

All values are in US Dollars.

[Footnotes to table located on page 6]

Net interest income was $19.3 million for the third quarter of 2023, a $520 thousand increase from the second quarter of 2023, driven by a $4.8 million increase in interest income, partially offset by a $4.2 million increase in interest expense, on a taxable basis. The increase in interest income was driven by $205.9 million growth in average interest-earning assets at an average rate of 4.84%, a 19-basis points increase over the previous quarter, partially offset by $225.5 million growth in average interest-bearing liabilities at an average cost of 3.72%, an increase of 26-basis points from the second quarter of 2023. In comparison to the third quarter of 2022, net interest income decreased $6.1 million, resulting primarily from $554.6 million growth in average interest-bearing deposit balances during the 12 months ended September 30, 2023, combined with a 277-basis point increase in deposit rates. Our net interest margin, on a tax-equivalent basis, was 1.97% for the third quarter of 2023, an 8-basis point decrease from 2.05% for the second quarter of 2023 and a 122-basis point decrease from 3.19% for the third quarter of 2022. As a result of the Federal Reserve’s 300-basis point interest rate hikes during the past 12 months, the rate on our interest-bearing liabilities has increased by 272-basis points during the third quarter of 2023 in comparison to the third quarter of 2022. However, the yield on our interest-earning assets, driven by our loan portfolio, has increased by only 96-basis points during the same time period, resulting in the lower net interest margin during the third quarter of 2023.

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Balance sheets - Unaudited

Ending Balance
September 30 June 30 March 31 December 31 September 30
(in thousands, except per share data) 2023 2023 2023 2022 2022
Assets
Cash and cash equivalents:
Cash and due from banks 17,395 24,742 22,213 18,788 16,530
Federal funds sold 127,714 170,145 242,642 101,277 139,544
Interest-bearing deposits with banks 7,283 10,183 7,350 50,809 4,532
Total cash and cash equivalents 152,392 205,070 272,205 170,874 160,606
Investment securities:
Investment securities available for sale 144,035 91,548 94,036 93,347 91,521
Other investments 19,600 12,550 10,097 10,833 5,449
Total investment securities 163,635 104,098 104,133 104,180 96,970
Mortgage loans held for sale 7,117 15,781 6,979 3,917 9,243
Loans (5) 3,553,632 3,537,616 3,417,945 3,273,363 3,030,027
Less allowance for credit losses (41,131) (41,105) (40,435) (38,639) (36,317)
Loans, net 3,512,501 3,496,511 3,377,510 3,234,724 2,993,710
Bank owned life insurance 52,140 51,791 51,453 51,122 50,778
Property and equipment, net 95,743 96,964 97,806 99,183 99,530
Deferred income taxes 13,078 12,356 12,087 12,522 18,425
Other assets 23,351 19,536 15,967 15,459 10,407
Total assets 4,019,957 4,002,107 3,938,140 3,691,981 3,439,669
Liabilities
Deposits 3,347,771 3,433,018 3,426,774 3,133,864 3,001,452
FHLB Advances 275,000 180,000 125,000 175,000 60,000
Subordinated debentures 36,295 36,268 36,241 36,214 36,187
Other liabilities 56,993 51,307 50,775 52,391 54,245
Total liabilities 3,716,059 3,700,593 3,638,790 3,397,469 3,151,884
Shareholders’ equity
Preferred stock - .01 par value; 10,000,000 shares authorized - - - - -
Common Stock - .01 par value; 10,000,000 shares authorized 81 81 80 80 80
Nonvested restricted stock (4,065) (4,051) (4,462) (3,306) (3,348)
Additional paid-in capital 121,757 120,912 120,683 119,027 118,433
Accumulated other comprehensive loss (15,255) (12,710) (11,775) (13,410) (14,009)
Retained earnings 201,380 197,282 194,824 192,121 186,629
Total shareholders’ equity 303,898 301,514 299,350 294,512 287,785
Total liabilities and shareholders’ equity 4,019,957 4,002,107 3,938,140 3,691,981 3,439,669
Common Stock
Book value per common share 37.57 37.42 37.16 36.76 35.99
Stock price:
High 30.18 31.34 45.05 49.50 47.16
Low 24.22 21.33 30.70 41.46 41.66
Period end 26.94 24.75 30.70 45.75 41.66
Common shares outstanding 8,089 8,058 8,048 8,011 7,997

All values are in US Dollars.

[Footnotes to table located on page 6]

4

Asset quality measures- Unaudited

Quarter Ended
September 30 June 30 March 31 December 31 September 30
(dollars in thousands) 2023 2023 2023 2022 2022
Nonperforming Assets
Commercial
Non-owner occupied RE $ 1,615 754 1,384 247 253
Commercial business 404 137 1,196 182 79
Consumer
Real estate 1,228 1,053 1,075 1,099 904
Home equity 1,068 1,072 1,078 1,099 1,379
Total nonaccrual loans 4,315 3,016 4,733 2,627 2,615
Other real estate owned - - - - -
Total nonperforming assets $ 4,315 3,016 4,733 2,627 2,615
Nonperforming assets as a percentage of:
Total assets 0.11% 0.08% 0.12% 0.07% 0.08%
Total loans 0.12% 0.09% 0.14% 0.08% 0.09%
Classified assets/tier 1 capital plus allowance for credit losses 4.72% 4.68% 5.10% 4.71% 5.24%
Quarter Ended
--- --- --- --- --- --- ---
September 30 June 30 March 31 December 31 September 30
(dollars in thousands) 2023 2023 2023 2022 2022
Allowance for Credit Losses
Balance, beginning of period $ 41,105 40,435 38,639 36,317 34,192
Loans charged-off (42) (440) (161) - -
Recoveries of loans previously charged-off 168 15 102 22 1,600
Net loans (charged-off) recovered 126 (425) (59) 22 1,600
Provision for (reversal of) credit losses (100) 1,095 1,855 2,300 525
Balance, end of period $ 41,131 41,105 40,435 38,639 36,317
Allowance for credit losses to gross loans 1.16% 1.16% 1.18% 1.18% 1.20%
Allowance for credit losses to nonaccrual loans 953.25% 1,363.11% 854.33% 1,470.74% 1,388.87%
Net charge-offs to average loans QTD (annualized) 0.01% 0.03% 0.01% 0.00 % (0.22 %)

Total nonperforming assets increased by $1.3 million during the third quarter of 2023, representing 0.11% of total assets, compared to 0.08% for both the second quarter of 2023 and the third quarter of 2022. The increase in nonperforming assets during the third quarter of 2023 resulted primarily from four commercial loan relationships and two consumer loan relationships that were added to nonaccrual status. In addition, our classified asset ratio increased slightly to 4.72% for the third quarter of 2023 from 4.68% in the second quarter of 2023 and from 5.24% in the third quarter of 2022.

At both September 30, 2023 and June 30, 2023, the allowance for credit losses was $41.1 million, or 1.16% of total loans, compared to $36.3 million, or 1.20% of total loans, at September 30, 2022. We had net recoveries of $126 thousand, or 0.01% annualized, for the third quarter of 2023, compared to net charge-offs of $425 thousand for the second quarter of 2023 and net recoveries of $1.6 million for the third quarter of 2022. There was a reversal of the provision for credit losses of $100 thousand for the third quarter of 2023, compared to a provision of $1.1 million for the second quarter of 2023 and a provision of $525 thousand for the third quarter of 2022. The provision reversal was driven by lower expected loss rates resulting from low charge-offs, combined with stable loan portfolio balances during the quarter.

5

LOAN COMPOSITION - Unaudited

Quarter Ended
September 30 June 30 March 31 December 31 September 30
(dollars in thousands) 2023 2023 2023 2022 2022
Commercial
Owner occupied RE $ 637,038 613,874 615,094 612,901 572,972
Non-owner occupied RE 937,749 951,536 928,059 862,579 799,569
Construction 119,629 115,798 94,641 109,726 85,850
Business 500,253 511,719 495,161 468,112 419,312
Total commercial loans 2,194,669 2,192,927 2,132,955 2,053,318 1,877,703
Consumer
Real estate 1,074,679 1,047,904 993,258 931,278 873,471
Home equity 180,856 185,584 180,974 179,300 171,904
Construction 54,210 61,044 71,137 80,415 77,798
Other 49,218 50,157 39,621 29,052 29,151
Total consumer loans 1,358,963 1,344,689 1,284,990 1,220,045 1,152,324
Total gross loans, net of deferred fees 3,553,632 3,537,616 3,417,945 3,273,363 3,030,027
Less—allowance for credit losses (41,131) (41,105) (40,435) (38,639) (36,317)
Total loans, net $ 3,512,501 3,496,511 3,377,510 3,234,724 2,993,710

DEPOSIT COMPOSITION - Unaudited

Quarter Ended
September 30 June 30 March 31 December 31 September 30
(dollars in thousands) 2023 2023 2023 2022 2022
Non-interest bearing 675,409 698,084 740,534 804,115 791,050
Interest bearing:
NOW accounts 306,667 308,762 303,743 318,030 357,862
Money market accounts 1,685,736 1,692,900 1,748,562 1,506,418 1,452,958
Savings 34,737 36,243 39,706 40,673 42,335
Time, less than 250,000 125,506 114,691 106,679 89,877 79,387
Time and out-of-market deposits, 250,000 and over 519,716 582,338 487,550 374,751 277,860
Total deposits 3,347,771 3,433,018 3,426,774 3,133,864 3,001,452

All values are in US Dollars.

Footnotes to tables:

(1) Total revenue is the sum of net interest income and noninterest income.

(2) The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield on a taxable basis.

(3) Annualized for the respective three-month period.

(4) Noninterest expense divided by the sum of net interest income and noninterest income.

(5) Excludes mortgage loans held for sale.

(6) Excludes out of market deposits and time deposits greater than $250,000.

(7) September 30, 2023 ratios are preliminary.

(8) The common equity tier 1 ratio is calculated as the sum of common equity divided by risk-weighted assets.

(9) The tangible common equity ratio is calculated as total equity less preferred stock divided by total assets.

(10) Includes mortgage loans held for sale.

About Southern First Bancshares

Southern First Bancshares, Inc., Greenville, South Carolina is a registered bank holding company incorporated under the laws of South Carolina.  The company’s wholly owned subsidiary, Southern First Bank, is the second largest bank headquartered in South Carolina. Southern First Bank has been providing financial services since 1999 and now operates in 12 locations in the Greenville, Columbia, and Charleston markets of South Carolina as well as the Charlotte, Triangle and Triad regions of North Carolina and Atlanta, Georgia. Southern First Bancshares has consolidated assets of approximately $4.0 billion and its common stock is traded on The NASDAQ Global Market under the symbol “SFST.”  More information can be found at www.southernfirst.com.

FORWARD-LOOKING STATEMENTS

Certain statements in this news release contain “forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective.  Such forward-looking statements are identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “preliminary”, “intend,” “plan,” “target,” “continue,” “lasting,” and “project,” as well as similar expressions.  Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate.  Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized.  The inclusion of this forward-looking information should not be construed as a representation by our company or any person that the future events, plans, or expectations contemplated by our company will be achieved.

6

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (2) the strength of the United States economy in general and the strength of the local economies in which the company conducts operations may be different than expected; (3) the rate of delinquencies and amounts of charge-offs, the level of allowance for credit loss, the rates of loan and deposit growth as well as pricing of each product, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (4) changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, changes affecting oversight of the financial services industry or consumer protection; (5) the impact of changes to Congress on the regulatory landscape and capital markets; (6) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could continue to have a negative impact on the company; (7) changes in interest rates, which may continue to affect the company’s net income, interest expense, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of the company’s assets, including its investment securities; (8) elevated inflation which causes adverse risk to the overall economy, and could indirectly pose challenges to our clients and to our business; (9) any increase in FDIC assessments which have increased and may continue to increase our cost of doing business; and (10) changes in accounting principles, policies, practices, or guidelines.  Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).  All subsequent written and oral forward-looking statements concerning the company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

FINANCIAL & MEDIA CONTACT:

ART SEAVER 864-679-9010

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