LOANS AND THE ALLOWANCE FOR LOAN LOSSES | NOTE 4 - LOANS AND THE ALLOWANCE FOR LOAN LOSSES The following presents a summary of the Company’s loans as of the dates noted (in thousands): September 30, December 31, 2020 2019 Cash, Securities and Other (1) $ 371,481 $ 146,701 Construction and Development 105,717 28,120 1-4 Family Residential 446,959 400,134 Non-Owner Occupied CRE 243,564 165,179 Owner Occupied CRE 154,138 127,968 Commercial and Industrial 185,625 128,457 Total loans held for investment 1,507,484 996,559 Deferred costs (fees) and unamortized premiums/(unaccreted discounts), net (1,408) 1,448 Allowance for loan losses (11,845) (7,875) Loans, net $ 1,494,231 $ 990,132 ______________________________________ (1) As of September 30, 2020, total loans held for investment include $124.7 million of performing loans purchased as part of the Branch Acquisition. See Note 2 – Acquisitions for more information. The CARES Act created the PPP, which is administered by the SBA. The PPP is intended to provide loans to small businesses to pay their employees, rent, mortgage interest and utilities. The loans may be forgiven conditioned upon the client providing payroll documentation evidencing their compliant use of funds and otherwise complying with the terms of the program. The Bank is an approved SBA lender and at September 30, 2020 the Cash, Securities and Other portion of the loan portfolio included $206.1 million of PPP loans, or 55.5% of the total category. The Company is a participant in the Federal Reserve’s MSLP to support lending to small and medium-sized for profit businesses and nonprofit organizations that were in sound financial condition before the onset of the COVID-19 pandemic. As of September 30, 2020, the Company’s Commercial and Industrial loans included one MSLP loan with the net carrying amount of $2.4 million. Loan Modifications As a result of the COVID-19 pandemic, a loan modification program was designed and implemented to assist our clients experiencing financial stress resulting from the economic impacts caused by the global pandemic. The Company was offering loan extensions, temporary payment moratoriums, and financial covenant waivers for commercial and consumer borrowers impacted by the pandemic who have a pass risk rating and have not been delinquent over 30 days on payments in the last two years. As of September 30, 2020, the Company’s loans include forty-four modified loans, including acquired loans, across multiple industries in the amount of $66.7 million. The following presents loan modifications as a result of COVID-19 as of September 30, 2020 (dollars in thousands): Total Loans # of Modified Loans Outstanding Balance of Modified Loans % of Total Loan Balance Modified Cash, Securities and Other $ 371,481 1 $ 1,496 0.40 % Construction and Development 105,717 — — — 1-4 Family Residential 446,959 6 4,441 0.99 Non-Owner Occupied CRE 243,564 22 38,229 15.70 Owner Occupied CRE 154,138 10 17,524 11.37 Commercial and Industrial 185,625 5 5,048 2.72 Total Loans $ 1,507,484 44 $ 66,738 4.43 % The CARES Act provides banks optional, temporary relief from accounting for certain loan modifications as a TDR. The modifications must be related to the adverse effects of COVID-19, and certain other criteria are required to be met in order to apply the relief. Interagency guidance from Federal Reserve and the FDIC confirmed with the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. We believe our loan modification program meets that definition. In accordance with that guidance, the Company is recognizing interest income on all loans modified for temporary payment moratoriums, primarily for a period of 180 days or less. All loans modified in response to COVID-19 are classified as performing and pass rated as of September 30, 2020. These loans are included in the allowance for loan loss general reserve in accordance with ASC 450-20. Management has increased our loan level reviews and portfolio monitoring to address the changing environment. The Company continues to meet regularly with clients who could be more highly impacted by the recent COVID-19 pandemic. These are borrowers in accommodations, transportation and restaurant industries, we believe may be more impacted by the pandemic, for instance those loans where there may be a greater than 50% probability of a downgrade, covenant violation or 20% reduction in collateral position. The portion of our credit exposure to the highest risk industries impacted by COVID-19, such as accommodations, transportation and restaurants, is less than 3.0% of our loan portfolio. Management believes the diversity of the loan portfolio is prudent and remains consistent with the credit culture and goals of the Bank. Interest accrued during the modification term on modified loans is deferred to the end of the loan term. As of September 30, 2020, no allowance for loan loss was deemed necessary on the accrued interest balances related to loan modifications. The following presents, by class, an aging analysis of the recorded investments (excluding accrued interest receivable, deferred costs (fees) and unamortized premiums/ (unaccreted discounts) which are not material) in loans past due as of September 30, 2020 and December 31, 2019 (in thousands): 30-59 60-89 90 or Total Total Days Days More Days Loans Recorded September 30, 2020 Past Due Past Due Past Due Past Due Current Investment Cash, Securities and Other $ 30 $ — $ 66 $ 96 $ 371,385 $ 371,481 Construction and Development — — — — 105,717 105,717 1-4 Family Residential 4,883 1,197 — 6,080 440,879 446,959 Non-Owner Occupied CRE 1,022 — — 1,022 242,542 243,564 Owner Occupied CRE — — — — 154,138 154,138 Commercial and Industrial 522 — 3,679 4,201 181,424 185,625 Total $ 6,457 $ 1,197 $ 3,745 $ 11,399 $ 1,496,085 $ 1,507,484 30-59 60-89 90 or Total Total Days Days More Days Loans Recorded December 31, 2019 Past Due Past Due Past Due Past Due Current Investment Cash, Securities and Other $ 525 $ — $ — $ 525 $ 146,176 $ 146,701 Construction and Development — — — — 28,120 28,120 1-4 Family Residential 5,688 — — 5,688 394,446 400,134 Non-Owner Occupied CRE — — — — 165,179 165,179 Owner Occupied CRE — — — — 127,968 127,968 Commercial and Industrial — 3,110 907 4,017 124,440 128,457 Total $ 6,213 $ 3,110 $ 907 $ 10,230 $ 986,329 $ 996,559 At September 30, 2020 and December 31, 2019, the Company did not have any loans which were more than 90 days delinquent and accruing interest. Non-Accrual Loans and Troubled Debt Restructurings The following presents the recorded investment in non-accrual loans by class as of the dates noted (in thousands): September 30, December 31, 2020 2019 Cash, Securities and Other $ 66 $ 2,803 Commercial and Industrial 3,679 4,412 Total $ 3,745 $ 7,215 Non-accrual loans classified as TDR accounted for $3.7 million of the recorded investment at September 30, 2020 and $7.2 million at December 31, 2019, respectively. Non-accrual loans are classified as impaired loans and individually evaluated for impairment. The following presents a summary of the unpaid principal balance of loans classified as TDRs by loan type and delinquency status as of the dates noted (in thousands): September 30, December 31, 2020 2019 Accruing Commercial and Industrial $ 6,136 $ 5,055 Non-accrual Cash, Securities, and Other 64 2,803 Commercial and Industrial 3,679 4,412 Allowance for loan losses associated with TDR (1,421) (833) Net recorded investment $ 8,458 $ 11,437 The Company extended additional principal allowed under the commitment to a Commercial and Industrial borrower for operational needs, subsequent to the loan being classified as a TDR, in the amounts of $1.3 million and $0.2 million at September 30, 2020 and December 31, 2019, respectively. The majority owner for this borrower provided $1.5 million of pledged cash as collateral in 2019 which is still held by the Company, in exchange for this additional funding. The Company did not modify any loans into TDR status during the three months ended September 30, 2020. The Company modified one loan into a TDR during the nine months ended September 30, 2020. The Borrower was having difficulty making payments in accordance with the original contract terms. The Company restructured the loan including receiving a large paydown and extended the maturity and lowered the interest rate as a result of the Borrower’s financial difficulties. The loan has paid off in full as of September 30, 2020. The Company modified one borrower relationship with two loans into a TDR for the year ended December 31, 2019. The borrower, who has loans that are classified as Commercial and Industrial, was not making payments in accordance with the original contract terms. The modification included an extension of the maturity date that the Company would not have otherwise considered as a result of the Borrower’s difficulties. The extension of maturity was for a period of approximately nine months. These two loans are currently on non-accrual and the borrower was not making payments as agreed for the three and nine months ended September 30, 2020. TDRs are reviewed individually for impairment and are included in the Company’s specific reserves in the allowance for loan losses. If charged off, the amount of the charge-off is included in the Company’s charge-off factors, which impact the Company’s reserves on non-impaired loans. The following table presents impaired loans by portfolio and related valuation allowance as of the periods presented (in thousands): September 30, 2020 December 31, 2019 Unpaid Allowance Unpaid Allowance Total Contractual for Total Contractual for Recorded Principal Loan Recorded Principal Loan Investment Balance Losses Investment Balance Losses Impaired loans with a valuation allowance: Cash, Securities, and Other $ 2 $ 2 $ 2 $ — $ — $ — Commercial and Industrial 3,419 3,419 1,421 4,412 4,412 833 Total $ 3,421 $ 3,421 $ 1,423 $ 4,412 $ 4,412 $ 833 Impaired loans with no related valuation allowance: Cash, Securities, and Other $ 64 $ 64 $ — $ 2,803 $ 2,803 $ — Commercial and Industrial 6,396 6,396 — 5,055 5,055 — Total $ 6,460 $ 6,460 $ — $ 7,858 $ 7,858 $ — Total impaired loans: Cash, Securities, and Other $ 66 $ 66 $ 2 $ 2,803 $ 2,803 $ — Commercial and Industrial 9,815 9,815 1,421 9,467 9,467 833 Total $ 9,881 $ 9,881 $ 1,423 $ 12,270 $ 12,270 $ 833 The recorded investment in loans in the previous tables excludes accrued interest, deferred costs (fees) and unamortized premiums/ (unaccreted discounts) which are not material. Interest income, if any, was recognized on the cash basis on non-accrual loans. The average balance of impaired loans and interest income recognized on impaired loans during the three months ended September 30, 2020 and 2019 are included in the table below (in thousands): Three Months Ended September 30, 2020 2019 Average Interest Average Interest Recorded Income Recorded Income Investment Recognized Investment Recognized Impaired loans with a valuation allowance: Cash, Securities, and Other $ 1 $ — $ 185 $ — Commercial and Industrial 3,427 — 1,035 — Total $ 3,428 $ — $ 1,220 $ — Impaired loans with no related valuation allowance: Cash, Securities, and Other $ 779 $ — $ 5,062 $ — Commercial and Industrial 6,462 85 5,958 138 1-4 Family Residential — — 1,213 26 Total $ 7,241 $ 85 $ 12,233 $ 164 Total impaired loans: Cash, Securities, and Other $ 780 $ — $ 5,247 $ — Commercial and Industrial 9,889 85 6,993 138 1-4 Family Residential — — 1,213 26 Total $ 10,669 $ 85 $ 13,453 $ 164 The average balance of impaired loans and interest income recognized on impaired loans during the nine months ended September 30, 2020 and 2019 are included in the table below (in thousands): Nine Months Ended September 30, 2020 2019 Average Interest Average Interest Recorded Income Recorded Income Investment Recognized Investment Recognized Impaired loans with a valuation allowance: Cash, Securities, and Other $ 1 $ — $ 185 $ — Commercial and Industrial 3,462 — 1,310 — Total $ 3,463 $ — $ 1,495 $ — Impaired loans with no related valuation allowance: Cash, Securities, and Other $ 1,463 $ — S 8,088 S — Commercial and Industrial 6,088 250 5,463 326 1-4 Family Residential — — 1,213 77 Total $ 7,551 $ 250 $ 14,764 $ 403 Total impaired loans: Cash, Securities, and Other $ 1,464 $ — $ 8,273 $ — Commercial and Industrial 9,550 250 6,773 326 1-4 Family Residential — — 1,213 77 Total $ 11,014 $ 250 $ 16,259 $ 403 Allowance for Loan Losses The provision for loan losses for the nine months ended September 30, 2020 was $4.0 million compared to $0.2 million for the same period in 2019, primarily reflecting an increase based on the additional variability surrounding the COVID-19 loan modifications made during the prior quarter and increased economic uncertainty along with strong loan growth. Allocation of a portion of the allowance for loan losses to one category of loans does not preclude its availability to absorb losses in other categories. The following presents the activity in the Company’s allowance for loan losses by portfolio class for the periods presented (in thousands): Cash, Construction 1-4 Non-Owner Owner Commercial Securities and Family Occupied Occupied and and Other Development Residential CRE CRE Industrial Total Changes in allowance for loan losses for the three months ended September 30, 2020 Beginning balance $ 2,425 $ 484 $ 2,708 $ 1,483 $ 760 $ 2,494 $ 10,354 Provision for (recovery of) loan losses 192 249 392 207 309 147 1,496 Charge-offs (6) — — — — — (6) Recoveries 1 — — — — — 1 Ending balance $ 2,612 $ 733 $ 3,100 $ 1,690 $ 1,069 $ 2,641 $ 11,845 Changes in allowance for loan losses for the nine months ended September 30, 2020 Beginning balance $ 1,058 $ 200 $ 2,850 $ 1,176 $ 911 $ 1,680 $ 7,875 Provision for (recovery of) loan losses 1,571 533 250 514 158 961 3,987 Charge-offs (30) — — — — — (30) Recoveries 13 — — — — — 13 Ending balance $ 2,612 $ 733 $ 3,100 $ 1,690 $ 1,069 $ 2,641 $ 11,845 Allowance for loan losses at September 30, 2020 allocated to loans evaluated for impairment: Individually $ 2 $ — $ — $ — $ — $ 1,421 $ 1,423 Collectively 2,610 733 3,100 1,690 1,069 1,220 10,422 Ending balance $ 2,612 $ 733 $ 3,100 $ 1,690 $ 1,069 $ 2,641 $ 11,845 Loans at September 30, 2020, evaluated for impairment: Individually $ 66 $ — $ — $ — $ — $ 9,815 $ 9,881 Collectively 371,415 105,717 446,959 243,564 154,138 175,810 1,497,603 Ending balance $ 371,481 $ 105,717 $ 446,959 $ 243,564 $ 154,138 $ 185,625 $ 1,507,484 Cash, Construction 1-4 Non-Owner Owner Commercial Securities and Family Occupied Occupied and and Other Development Residential CRE CRE Industrial Total Changes in allowance for loan losses for the three months ended September 30, 2019 Beginning balance $ 1,049 $ 290 $ 2,650 $ 1,086 $ 800 $ 1,700 $ 7,575 Provision for (recovery of) loan losses 258 18 27 (68) 76 (211) 100 Charge-offs — — — — — — — Recoveries — — — — — — — Ending balance $ 1,307 $ 308 $ 2,677 $ 1,018 $ 876 $ 1,489 $ 7,675 Changes in allowance for loan losses for the nine months ended September 30, 2019 Beginning balance $ 764 $ 232 $ 2,552 $ 1,264 $ 789 $ 1,850 $ 7,451 Provision for (recovery of) loan losses 535 76 125 (246) 87 (361) 216 Charge-offs — — — — — — — Recoveries 8 — — — — — 8 Ending balance $ 1,307 $ 308 $ 2,677 $ 1,018 $ 876 $ 1,489 $ 7,675 Allowance for loan losses at December 31, 2019 allocated to loans evaluated for impairment: Individually $ — $ — $ — $ — $ — $ 833 $ 833 Collectively 1,058 200 2,850 1,176 911 847 7,042 Ending balance $ 1,058 $ 200 $ 2,850 $ 1,176 $ 911 $ 1,680 $ 7,875 Loans at December 31, 2019, evaluated for impairment: Individually $ 2,803 $ — $ — $ — $ — $ 9,467 $ 12,270 Collectively 143,898 28,120 400,134 165,179 127,968 118,990 984,289 Ending balance $ 146,701 $ 28,120 $ 400,134 $ 165,179 $ 127,968 $ 128,457 $ 996,559 The Company categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans by credit risk on a quarterly basis. The Company uses the following definitions for risk ratings: Special Mention—Loans classified as special mention have a potential weakness or borrowing relationships that require more than the usual amount of management attention. Adverse industry conditions, deteriorating financial conditions, declining trends, management problems, documentation deficiencies or other similar weaknesses may be evident. Ability to meet current payment schedules may be questionable, even though interest and principal are still being paid as agreed. The asset has potential weaknesses that may result in deteriorating repayment prospects if left uncorrected. Loans in this risk grade are not considered adversely classified. Substandard—Substandard loans are considered “classified” and are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans in this category may be placed on non-accrual status and may individually be evaluated for impairment if indicators of impairment exist. Doubtful—Loans graded doubtful are considered “classified” and have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable. However, the amount of certainty of eventual loss is not known because of specific pending factors. Loans not meeting any of the three criteria above are considered to be pass-rated loans. The following presents, by class and by credit quality indicator, the recorded investment in the Company’s loans as of September 30, 2020 and December 31, 2019 (in thousands): Special September 30, 2020 Pass Mention Substandard Total Cash, Securities and Other $ 371,415 $ — $ 66 $ 371,481 Construction and Development 105,717 — — 105,717 1-4 Family Residential 442,076 — 4,883 446,959 Non-Owner Occupied CRE 232,010 11,554 — 243,564 Owner Occupied CRE 153,656 482 — 154,138 Commercial and Industrial 173,061 — 12,564 185,625 Total $ 1,477,935 $ 12,036 $ 17,513 $ 1,507,484 Special December 31, 2019 Pass Mention Substandard Total Cash, Securities and Other $ 143,898 $ — $ 2,803 $ 146,701 Construction and Development 28,120 — — 28,120 1-4 Family Residential 395,224 — 4,910 400,134 Non-Owner Occupied CRE 164,021 1,158 — 165,179 Owner Occupied CRE 127,968 — — 127,968 Commercial and Industrial 114,241 — 14,216 128,457 Total $ 973,472 $ 1,158 $ 21,929 $ 996,559 The Company had no loans graded doubtful as of September 30, 2020 and December 31, 2019. |