LOANS AND ALLOWANCE FOR LOAN LOSSES | LOANS AND ALLOWANCE FOR LOAN LOSSES Loans at March 31, 2021 and December 31, 2020 were comprised as follows: March 31, 2021 December 31, 2020 Commercial, Industrial and Agricultural $ 430,373 $ 459,739 Real Estate 1-4 Family Residential 322,170 323,473 1-4 Family HELOC 100,056 100,525 Multi-family and Commercial 831,242 834,000 Construction, Land Development and Farmland 372,950 365,058 Consumer 216,034 213,863 Other 8,560 8,669 Gross loans 2,281,385 2,305,327 Less: Deferred loan fees 3,671 4,544 Less: Allowance for loan losses 20,785 20,636 Loans, net $ 2,256,929 $ 2,280,147 At March 31, 2021 and December 31, 2020, loans are recorded net of purchase discounts of $14,833 and $16,634, respectively. The Company pledged loans to the FHLB at March 31, 2021 and December 31, 2020 of $448,697 and $646,498, respectively. The Company utilizes a risk grading system to monitor the credit quality of the Company’s commercial loan portfolio which consists of commercial and industrial, commercial real estate and construction loans. Loans are graded on a scale of 1 to 9. Grades 1 - 5 are pass credits, grade 6 is special mention, grade 7 is substandard, grade 8 is doubtful and grade 9 is loss. A description of the risk grades are as follows: Grade 6 - Special Mention Special mention assets have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the Company’s position at some future date. These assets pose elevated risk, but their weakness does not yet justify a substandard classification. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating. Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices. The special mention rating is designed to identify a specific level of risk and concern about asset quality . Although a special mention asset has a higher probability of default than a pass asset, its default is not imminent. Grade 7 - Substandard A ‘‘substandard’’ extension of credit is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Extensions of credit so classified should have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard credits, does not have to exist in individual extensions of credit classified as substandard. Substandard assets have a high probability of payment default, or they have other well-defined weaknesses. They require supervision that is more intensive by Company management. Substandard assets are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigation. Grade 8 - Doubtful An extension of credit classified ‘‘doubtful’’ has all the weaknesses inherent in one classified substandard, with 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. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to the advantage of and strengthen the credit, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include a proposed merger or acquisition, liquidation proceedings, capital injection, perfecting liens on additional collateral, or refinancing plans. Generally, the doubtful classification should not extend for a long period of time because in most cases the pending factors or events that warranted the doubtful classification should be resolved either positively or negatively in a reasonable period of time. Grade 9 - Loss Extensions of credit classified ‘‘loss’’ are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the credit has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. Amounts classified loss should be promptly charged off. The Company will not attempt long term recoveries while the credit remains on the Company’s books. Losses should be taken in the period in which they surface as uncollectible. With loss assets, the underlying borrowers are often in bankruptcy, have formally suspended debt repayments, or have otherwise ceased normal business operations. Once an asset is classified loss, there is little prospect of collecting either its principal or interest. Loans not falling in the criteria above are considered to be pass-rated loans. Non-commercial purpose loans are initially assigned a default loan grade of 99 (Pass) and are risk graded (Grade 6, 7, or 8) according to delinquency status when applicable. The following table provides the risk category of loans by applicable class of loans including purchase credit impaired (“PCI”) loans as of March 31, 2021 and December 31, 2020: Pass Special Substandard Total March 31, 2021 Loans excluding PCI Commercial, Industrial and Agricultural $ 427,787 $ 1,415 $ 1,004 $ 430,206 1-4 Family Residential Real Estate 318,446 860 2,197 321,503 1-4 Family HELOC 99,757 — 285 100,042 Multi-family and Commercial Real Estate 825,088 1,757 3,803 830,648 Construction, Land Development and Farmland 366,620 — 5,591 372,211 Consumer 213,609 2 1,379 214,990 Other 8,560 — — 8,560 Total loans excluding PCI $ 2,259,867 $ 4,034 $ 14,259 $ 2,278,160 Total PCI loans $ 1,024 $ — $ 2,201 $ 3,225 Total loans $ 2,260,891 $ 4,034 $ 16,460 $ 2,281,385 Pass Special Substandard Total December 31, 2020 Loans excluding PCI Commercial, Industrial and Agricultural $ 456,170 $ 1,519 $ 1,863 $ 459,552 1-4 Family Residential Real Estate 320,555 5 2,165 322,725 1-4 Family HELOC 100,391 — 120 100,511 Multi-family and Commercial Real Estate 829,353 653 3,337 833,343 Construction, Land Development and Farmland 358,606 — 5,676 364,282 Consumer 211,305 7 1,346 212,658 Other 7,150 1,519 — 8,669 Total loans excluding PCI $ 2,283,530 $ 3,703 $ 14,507 $ 2,301,740 Total PCI loans $ 998 $ — $ 2,589 $ 3,587 Total loans $ 2,284,528 $ 3,703 $ 17,096 $ 2,305,327 None of the Company's loans had a risk rating of "Doubtful" or "Loss" as of March 31, 2021 or December 31, 2020. Activity in the Allowance for Loan Loss (“ALL”) by portfolio segment was as follows for the three months ended March 31, 2021 and 2020: Commercial Industrial and Agricultural 1-4 Family Residential Real Estate 1-4 Family HELOC Multi-family and Commercial Construction Land Development and Farmland Consumer Other Total Beginning balance at December 31, 2020 $ 5,441 $ 2,445 $ 1,416 $ 8,535 $ 1,841 $ 928 $ 30 $ 20,636 Charge-offs (32) (7) — — — (259) — (298) Recoveries 251 82 2 9 85 18 — 447 Provision 412 (82) (308) (479) (21) 476 2 — Ending balance at March 31, 2021 $ 6,072 $ 2,438 $ 1,110 $ 8,065 $ 1,905 $ 1,163 $ 32 $ 20,785 Beginning balance at December 31, 2019 $ 2,529 $ 1,280 $ 624 $ 5,285 $ 2,649 $ 177 $ 34 $ 12,578 Charge-offs (294) — — — (114) (31) — (439) Recoveries 61 11 1 3 — 6 — 82 Provision 1,555 197 248 1,472 (699) 146 (19) 2,900 Ending balance at March 31, 2020 $ 3,851 $ 1,488 $ 873 $ 6,760 $ 1,836 $ 298 $ 15 $ 15,121 The ALL and the recorded investment in loans by portfolio segment and based on impairment method as of was as follows: Commercial Industrial and Agricultural 1-4 Family Residential Real Estate 1-4 Family HELOC Multi-family and Commercial Construction Land Development and Farmland Consumer Other Total March 31, 2021 Allowance for loan losses Individually evaluated for impairment $ 847 $ — $ — $ 70 $ — $ 17 $ — $ 934 Acquired with credit impairment — — — — — — — — Collectively evaluated for impairment 5,225 2,438 1,110 7,995 1,905 1,146 32 19,851 Total $ 6,072 $ 2,438 $ 1,110 $ 8,065 $ 1,905 $ 1,163 $ 32 $ 20,785 Loans Individually evaluated for impairment $ 847 $ 1,956 $ 286 $ 4,047 $ 6,062 $ 1,372 $ — $ 14,570 Acquired with credit impairment 167 667 14 594 739 1,044 — 3,225 Collectively evaluated for impairment 429,359 319,547 99,756 826,601 366,149 213,618 8,560 2,263,590 Total $ 430,373 $ 322,170 $ 100,056 $ 831,242 $ 372,950 $ 216,034 $ 8,560 $ 2,281,385 December 31, 2020 Allowance for loan losses Individually evaluated for impairment $ 717 $ 18 $ — $ — $ — $ 13 $ — $ 748 Acquired with credit impairment — — — — — — — — Collectively evaluated for impairment 4,724 2,427 1,416 8,535 1,841 915 30 19,888 Total $ 5,441 $ 2,445 $ 1,416 $ 8,535 $ 1,841 $ 928 $ 30 $ 20,636 Loans Individually evaluated for impairment $ 1,027 $ 1,829 $ 110 $ 2,504 $ 5,676 $ 1,177 $ — $ 12,323 Acquired with credit impairment 187 748 14 657 776 1,205 — 3,587 Collectively evaluated for impairment 458,525 320,896 100,401 830,839 358,606 211,481 8,669 2,289,417 Total $ 459,739 $ 323,473 $ 100,525 $ 834,000 $ 365,058 $ 213,863 $ 8,669 $ 2,305,327 The following tables provide the period-end amounts of loans that are past due thirty to eighty-nine days, past due ninety or more days and still accruing interest, loans not accruing interest, purchased credit impaired loans, and loans current on payments accruing interest by category at March 31, 2021 and December 31, 2020: Current and Accruing 30-89 Days Past Due 90+ Days Nonaccrual Loans Total Loans March 31, 2021 Loans excluding PCI Commercial, Industrial and Agricultural $ 429,859 $ 75 $ — $ 272 $ 430,206 1-4 Family Residential Real Estate 319,522 525 — 1,456 321,503 1-4 Family HELOC 99,986 56 — — 100,042 Multi-family and Commercial Real Estate 830,242 — — 406 830,648 Construction, Land Development and Farmland 370,538 — — 1,673 372,211 Consumer 213,377 897 3 713 214,990 Other 8,560 — — — 8,560 Total loans excluding PCI $ 2,272,084 $ 1,553 $ 3 $ 4,520 $ 2,278,160 Total PCI loans $ 1,595 $ 43 $ — $ 1,587 $ 3,225 Total loans $ 2,273,679 $ 1,596 $ 3 $ 6,107 $ 2,281,385 December 31, 2020 Loans excluding PCI Commercial, Industrial and Agricultural $ 458,974 $ 126 $ — $ 452 $ 459,552 1-4 Family Residential Real Estate 319,180 2,071 — 1,474 322,725 1-4 Family HELOC 100,501 10 — — 100,511 Multi-family and Commercial Real Estate 832,697 150 — 496 833,343 Construction, Land Development and Farmland 363,376 — — 906 364,282 Consumer 210,552 1,413 1 692 212,658 Other 8,669 — — — 8,669 Total loans excluding PCI $ 2,293,949 $ 3,770 $ 1 $ 4,020 $ 2,301,740 Total PCI loans $ 1,584 $ 37 $ — $ 1,966 $ 3,587 Total loans $ 2,295,533 $ 3,807 $ 1 $ 5,986 $ 2,305,327 Approximately $2,306 and $2,438 of nonaccrual loans as of March 31, 2021 and December 31, 2020, respectively, were performing pursuant to their contractual terms at those dates. Mortgage loans held for sale are excluded from the loan tables herein and have $1,070 and $630 on nonaccrual as of March 31, 2021 and December 31, 2020, respectively. Purchased Credit Impaired Loans The Company has purchased loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition that all contractually required payments would not be collected. The carrying amount of those loans is as follows: March 31, 2021 December 31, 2020 Commercial, Industrial and Agricultural $ 899 $ 919 1-4 Family Residential Real Estate 905 1,004 1-4 Family HELOC 19 19 Multi-family and Commercial Real Estate 1,261 1,325 Construction, Land Development and Farmland 954 992 Consumer 1,732 1,924 Total outstanding balance 5,770 6,183 Less remaining purchase discount 2,545 2,596 Allowance for loan losses — — Carrying amount, net of allowance for loan losses and remaining purchase discounts $ 3,225 $ 3,587 Accretable yield, or income expected to be collected on PCI loans, is as follows: 2021 2020 Balance at January 1, $ 580 $ 98 New loans purchased — 131 Accretion income (36) (20) Balance at March 31, $ 544 $ 209 On January 1, 2020 and April 1, 2020, the Company completed the TCB and FABK Transactions, respectively (see Note 12 for more information). As a result of the acquisitions, the Company recorded loans with an initial fair value of $170.0 million and $625.8 million, respectively. Of those loans, $1,688 and $4,668, respectively, were considered to be PCI loans, which are loans for which it is probable at the acquisition date that all contractually required payments will not be collected. The remaining loans are considered to be purchased non-impaired loans and their related fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan. PCI loans purchased during the year ended December 31, 2020, for which it was probable at acquisition that all contractually required payments would not be collected are as follows: Tennessee Community Bank Holdings, Inc. acquisition on January 1, 2020 First Advantage Bancorp acquisition on April 1, 2020 Contractually required payments receivable of loans purchased during the year: $ 2,799 $ 7,540 Nonaccretable difference (980) (2,133) Cash flows expected to be collected at acquisition $ 1,819 $ 5,407 Accretable yield (131) (739) Fair value of acquired loans at acquisition $ 1,688 $ 4,668 Impaired Loans Individually impaired loans by class of loans were as follows at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Unpaid Recorded Investment Related Unpaid Recorded Investment Related With no related allowance recorded Commercial, Industrial and Agricultural $ 1,207 $ 167 $ — $ 1,400 $ 367 $ — 1-4 Family Residential Real Estate 3,110 2,623 — 3,034 2,473 — 1-4 Family HELOC 313 300 — 130 124 — Multi-family and Commercial Real Estate 5,937 4,491 — 4,549 3,161 — Construction, Land Development and Farmland 7,185 6,801 — 6,809 6,452 — Consumer 3,605 2,352 — 3,590 2,348 — Subtotal $ 21,357 $ 16,734 $ — $ 19,512 $ 14,925 $ — With an allowance recorded Commercial, Industrial and Agricultural $ 859 $ 847 $ 847 $ 859 $ 847 $ 717 1-4 Family Residential Real Estate — — — 104 104 18 1-4 Family HELOC — — — — — — Multi-family and Commercial Real Estate 150 150 70 — — — Construction, Land Development and Farmland — — — — — — Consumer 66 64 17 34 34 13 Subtotal 1,075 1,061 934 997 985 748 Total $ 22,432 $ 17,795 $ 934 $ 20,509 $ 15,910 $ 748 The average recorded investment in impaired loans for the period ended March 31, 2021, and 2020 was as follows: Three months ended March 31, 2021 2020 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized With no allowance Commercial, Industrial and Agricultural $ 267 $ 6 $ 298 $ 5 1-4 Family Residential Real Estate 2,548 33 2,630 40 1-4 Family HELOC 212 3 278 — Multi-family and Commercial Real Estate 3,826 88 3,654 53 Construction, Land Development and Farmland 6,627 104 4,290 54 Consumer 2,350 76 1,193 1 Subtotal $ 15,830 $ 310 $ 12,343 $ 153 With an allowance recorded Commercial, Industrial and Agricultural $ 847 $ 6 $ 852 $ 20 1-4 Family Residential Real Estate 52 — 52 — 1-4 Family HELOC — — — — Multi-family and Commercial Real Estate 75 2 — — Construction, Land Development and Farmland — — — — Consumer 49 2 19 — Subtotal $ 1,023 $ 10 $ 923 $ 20 Total $ 16,853 $ 320 $ 13,266 $ 173 Restructured Loans As of March 31, 2021 and December 31, 2020, the Company had recorded investments in troubled debt restructurings (“TDRs”) of $3,938 and $4,236, respectively. The Company did not allocate a specific allowance for those loans at March 31, 2021 and December 31, 2020 and there were no commitments to lend additional amounts. Loans accounted for as TDR include modifications from original terms such as those due to bankruptcy proceedings, certain modifications of amortization periods or extended suspension of principal payments due to customer financial difficulties. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. Loans accounted for as TDR are individually evaluated for impairment. There were no TDR modifications in the three months ending March 31, 2021 or March 31, 2020. Programs as part of COVID-19 Relief The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law in March 2020 and subsequently amended, along with subsequent regulatory guidance encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, the CARES Act further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by U.S. GAAP beginning March 1, 2020 until the earlier of January 1, 2022 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak terminates. The following table outlines the Company's recorded investment and percentage of loans held for investment by class of financing receivable for Company executed deferrals that remain on deferral at March 31, 2021, in connection with Company COVID-19 relief programs. These deferrals typically ranged from sixty to ninety days per deferral and were not considered TDRs under the interagency regulatory guidance or the CARES Act.. As of March 31, 2021, the Company had a total of $597,327 loans previously deferred that returned to normal payment status. March 31, 2021 Active Deferrals % of Loans Multi-family and Commercial $ 21,329 0.94 % Construction, Land Development and Farmland 11,792 0.52 % Total $ 33,121 1.46 % |