LOANS AND ALLOWANCE FOR LOAN LOSSES | LOANS AND ALLOWANCE FOR LOAN LOSSES Loans at September 30, 2021 and December 31, 2020 were comprised as follows: September 30, 2021 December 31, 2020 Commercial, Industrial and Agricultural $ 450,710 $ 459,739 Real Estate 1-4 Family Residential 310,855 323,473 1-4 Family HELOC 100,895 100,525 Multi-family and Commercial 873,265 834,000 Construction, Land Development and Farmland 417,258 365,058 Consumer 234,734 213,863 Other 5,298 8,669 Gross loans 2,393,015 2,305,327 Less: Deferred loan fees 3,182 4,544 Less: Allowance for loan losses 20,897 20,636 Loans, net $ 2,368,936 $ 2,280,147 At September 30, 2021 and December 31, 2020, loans are recorded net of purchase discounts of $11,993 and $16,634, respectively. The Company pledged loans to the FHLB at September 30, 2021 and December 31, 2020 of $857,394 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 September 30, 2021 and December 31, 2020: Pass Special Substandard Total September 30, 2021 Loans excluding PCI Commercial, Industrial and Agricultural $ 448,003 $ 1,077 $ 1,573 $ 450,653 1-4 Family Residential Real Estate 308,977 1 1,234 310,212 1-4 Family HELOC 100,529 — 352 100,881 Multi-family and Commercial Real Estate 867,351 257 5,144 872,752 Construction, Land Development and Farmland 415,235 — 1,304 416,539 Consumer 232,185 1 1,747 233,933 Other 5,298 — — 5,298 Total loans excluding PCI $ 2,377,578 $ 1,336 $ 11,354 $ 2,390,268 Total PCI loans $ 1,031 $ — $ 1,716 $ 2,747 Total loans $ 2,378,609 $ 1,336 $ 13,070 $ 2,393,015 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 September 30, 2021 or December 31, 2020. Activity in the Allowance for Loan Loss (“ALL”) by portfolio segment was as follows for the three and nine months ended September 30, 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 June 30, 2021 $ 6,614 $ 1,923 $ 610 $ 8,498 $ 2,011 $ 1,222 $ 16 $ 20,894 Charge-offs (3) (42) — — — (150) — (195) Recoveries 14 58 2 42 1 81 — 198 Provision 362 (642) (2) 66 78 143 (5) — Ending balance at September 30, 2021 $ 6,987 $ 1,297 $ 610 $ 8,606 $ 2,090 $ 1,296 $ 11 $ 20,897 Beginning balance at June 30, 2020 $ 4,675 $ 1,454 $ 975 $ 8,407 $ 2,126 $ 584 $ 16 $ 18,237 Charge-offs — (8) — — — (60) — (68) Recoveries 88 22 12 9 4 30 — 165 Provision 249 821 498 (169) (175) 272 4 1,500 Ending balance at September 30, 2020 $ 5,012 $ 2,289 $ 1,485 $ 8,247 $ 1,955 $ 826 $ 20 $ 19,834 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 (35) (63) — — — (604) — (702) Recoveries 315 154 7 257 92 138 — 963 Provision 1,266 (1,239) (813) (186) 157 834 (19) — Ending balance at September 30, 2021 $ 6,987 $ 1,297 $ 610 $ 8,606 $ 2,090 $ 1,296 $ 11 $ 20,897 Beginning balance at December 31, 2019 $ 2,529 $ 1,280 $ 624 $ 5,285 $ 2,649 $ 177 $ 34 $ 12,578 Charge-offs (507) (68) (98) — (114) (355) — (1,142) Recoveries 126 769 15 20 8 60 — 998 Provision 2,864 308 944 2,942 (588) 944 (14) 7,400 Ending balance at September 30, 2020 $ 5,012 $ 2,289 $ 1,485 $ 8,247 $ 1,955 $ 826 $ 20 $ 19,834 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 September 30, 2021 Allowance for loan losses Individually evaluated for impairment $ 847 $ — $ — $ — $ 67 $ 4 $ — $ 918 Acquired with credit impairment — — — — — — — — Collectively evaluated for impairment 6,140 1,297 610 8,606 2,023 1,292 11 19,979 Total $ 6,987 $ 1,297 $ 610 $ 8,606 $ 2,090 $ 1,296 $ 11 $ 20,897 Loans Individually evaluated for impairment $ 1,433 $ 1,371 $ 352 $ 5,390 $ 1,750 $ 1,747 $ — $ 12,043 Acquired with credit impairment 57 643 14 513 719 801 — 2,747 Collectively evaluated for impairment 449,220 308,841 100,529 867,362 414,789 232,186 5,298 2,378,225 Total $ 450,710 $ 310,855 $ 100,895 $ 873,265 $ 417,258 $ 234,734 $ 5,298 $ 2,393,015 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 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 September 30, 2021 and December 31, 2020: Current and Accruing 30-89 Days Past Due 90+ Days Nonaccrual Loans Total Loans September 30, 2021 Loans excluding PCI Commercial, Industrial and Agricultural $ 450,349 $ 19 $ — $ 285 $ 450,653 1-4 Family Residential Real Estate 308,897 503 — 812 310,212 1-4 Family HELOC 100,777 — — 104 100,881 Multi-family and Commercial Real Estate 871,921 — — 831 872,752 Construction, Land Development and Farmland 415,350 144 — 1,045 416,539 Consumer 231,504 1,347 5 1,077 233,933 Other 5,298 — — — 5,298 Total loans excluding PCI $ 2,384,096 $ 2,013 $ 5 $ 4,154 $ 2,390,268 Total PCI loans $ 1,580 $ 24 $ — $ 1,143 $ 2,747 Total loans $ 2,385,676 $ 2,037 $ 5 $ 5,297 $ 2,393,015 Current and Accruing 30-89 Days Past Due 90+ Days Nonaccrual Loans Total Loans 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 $1,973 and $2,438 of nonaccrual loans as of September 30, 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 $977 and $630 on nonaccrual as of September 30, 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: September 30, 2021 December 31, 2020 Commercial, Industrial and Agricultural $ 782 $ 919 1-4 Family Residential Real Estate 868 1,004 1-4 Family HELOC 19 19 Multi-family and Commercial Real Estate 1,175 1,325 Construction, Land Development and Farmland 935 992 Consumer 1,426 1,924 Total outstanding balance 5,205 6,183 Less remaining purchase discount 2,458 2,596 Allowance for loan losses — — Carrying amount, net of allowance for loan losses and remaining purchase discounts $ 2,747 $ 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 — 870 Accretion income (52) (137) Balance at September 30, $ 528 $ 831 On January 1, 2020 and April 1, 2020, the Company completed the TCB Holdings and FABK Transactions, respectively (see Note 11 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 September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Unpaid Recorded Investment Related Unpaid Recorded Investment Related With no related allowance recorded Commercial, Industrial and Agricultural $ 1,691 $ 642 $ — $ 1,400 $ 367 $ — 1-4 Family Residential Real Estate 2,419 2,015 — 3,034 2,473 — 1-4 Family HELOC 378 366 — 130 124 — Multi-family and Commercial Real Estate 7,141 5,903 — 4,549 3,161 — Construction, Land Development and Farmland 2,617 2,210 — 6,809 6,452 — Consumer 3,848 2,512 — 3,590 2,348 — Subtotal $ 18,094 $ 13,648 $ — $ 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 — — — — — — Construction, Land Development and Farmland 259 259 67 — — — Consumer 39 36 4 34 34 13 Subtotal 1,157 1,142 918 997 985 748 Total $ 19,251 $ 14,790 $ 918 $ 20,509 $ 15,910 $ 748 The average recorded investment in impaired loans for the three and nine months ended September 30, 2021, and 2020 was as follows: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized With no allowance Commercial, Industrial and Agricultural $ 444 $ 6 $ 594 $ 42 $ 355 $ 26 $ 354 $ 56 1-4 Family Residential Real Estate 2,044 31 3,002 54 2,296 109 2,631 154 1-4 Family HELOC 332 3 331 — 272 11 367 — Multi-family and Commercial Real Estate 5,655 86 4,375 63 4,741 271 4,138 278 Construction, Land Development and Farmland 4,222 42 2,949 28 5,424 114 2,471 115 Consumer 2,473 83 2,118 68 2,411 275 1,076 205 Subtotal $ 15,170 $ 251 $ 13,369 $ 255 $ 15,499 $ 806 $ 11,037 $ 808 Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized With an allowance recorded Commercial, Industrial and Agricultural $ 847 $ 6 $ 947 $ 6 $ 847 $ 18 $ 976 $ 32 1-4 Family Residential Real Estate — — — — 26 — — — 1-4 Family HELOC — — — — — — — — Multi-family and Commercial Real Estate 50 — — — 38 — — — Construction, Land Development and Farmland 86 3 — — 65 4 43 — Consumer 46 1 — — 43 2 1 — Subtotal $ 1,029 $ 10 $ 947 $ 6 $ 1,019 $ 24 $ 1,020 $ 32 Total $ 16,199 $ 261 $ 14,316 $ 261 $ 16,518 $ 830 $ 12,057 $ 840 Restructured Loans As of September 30, 2021 and December 31, 2020, the Company had recorded investments in troubled debt restructurings (“TDRs”) of $2,903 and $4,236, respectively. The Company did not allocate a specific allowance for those loans at September 30, 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 and nine months ending September 30, 2021 or the three months ended September 30, 2020. Modifications made during the nine months ended September 30, 2020 are displayed below. Number of Contracts Pre-Modification Outstanding Recorded Investments Post-Modification Outstanding Recorded Investments Commercial, Industrial and Agricultural 1 $ 150 $ 150 1-4 Family Residential 1 721 721 Multi-family and Commercial Real Estate 1 394 394 Total 3 $ 1,265 $ 1,265 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 September 30, 2021, in connection with Company COVID-19 relief programs. These remaining deferrals typically modify the loans such that they are interest-only for a period of time and were not considered TDRs under the interagency regulatory guidance or the CARES Act. September 30, 2021 Active Deferrals % of Loans Multi-family and Commercial $ 67,372 2.82 % The CARES Act provides over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (“SBA”) to administer new loan programs including, but not limited to, the guarantee of loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). As of September 30, 2021, the Company had 7 PPP loans outstanding amounting to $292 which are included in the commercial, industrial, and agricultural segment. PPP loans do not have a corresponding allowance as they are fully guaranteed by the SBA. Fees range from 1% to 5% of the loan and are deferred and amortized over the life of the loan. As PPP loans are forgiven, any deferred loan fee or cost is recognized related to each individual loan. As of September 30, 2021, $83,075 in PPP loans had cumulatively been forgiven of the $83,366 in loan originations since the CARES Act’s inception. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest $ 19 $ 210 $ 216 $ 358 Fees 176 455 1,808 739 Total PPP Income $ 195 $ 665 $ 2,024 $ 1,097 |