LOANS | LOANS The Company’s loan portfolio consists primarily of loans to borrowers within its principal market areas. Although the Company seeks to avoid concentrations of loans to a single industry or based upon a single class of collateral, real estate and real estate associated businesses, such as hospitality businesses, are among the principal industries in the Company’s market area and, as a result, the Company’s loan and collateral portfolios are, to some degree, concentrated in those industries. The Company also originates SBA loans either for sale to institutional investors or for retention in the loan portfolio. Loans identified as held for sale are carried at the lower of carrying value or market value and separately designated as such in the consolidated financial statements. A portion of the Company’s revenues are from origination of loans guaranteed by the SBA under its various programs and sale of the guaranteed portions of the loans. Funding for these loans depends on annual appropriations by the U.S. Congress. Beginning in April of 2020, the Company participated in the Paycheck Protection Program ("PPP"), administrated by the SBA, in assisting borrowers with additional liquidity. PPP loans are 100% guaranteed by the SBA and carry a fixed rate of 1.00%. On June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) was signed into law which changed key provisions of the PPP, including provisions relating to the maturity of PPP loans, the deferral of PPP loan payments, and the forgiveness of PPP loans. Under the Flexibility Act, as clarified by the SBA in an October 7, 2020 update, the maturity date for PPP loans funded before June 5, 2020 remained at two years from funding while the maturity date for PPP loans funded after June 5, 2020 was five years from funding. In addition, the Flexibility Act, increased the period during which PPP loan proceeds are to be used for purposes that would qualify the loan for forgiveness (the “covered period”) from 8 weeks to 24 weeks, at the borrower’s election, for PPP loans made prior to June 5, 2020, and set the covered period for loans made after June 5, 2020 at 24 weeks from funding. Under the Flexibility Act, PPP borrowers are not required to make any payments of principal or interest before the date on which SBA remits the loan forgiveness amount to the Company (or notifies the Company that no loan forgiveness is allowed) and, although PPP borrowers may submit an application for loan forgiveness at any time prior to the maturity date, if PPP borrowers do not submit a loan forgiveness application within 10 months after the end of their covered period, such borrowers will be required to begin paying principal and interest after that period. For loans originated under the SBA's PPP loan program, interest and principal payment on these loans were originally deferred for six months following the funding date, during which time interest would continue to accrue. T he Flexibility Act extended the deferral period for borrower payments of principal, interest, and fees on all PPP loans to the date that the SBA remits the borrower’s loan forgiveness amount to the lender (or, if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period). The extension of the deferral period under the Flexibility Act automatically applied to all PPP loans. At loan origination, the Company was paid a processing fee from the SBA ranging from 1% to 5% based on the loan size. At December 31, 2020, PPP loans, net of unearned fees of $6.6 million, totaled $320.1 million. The unearned fees are being accreted to interest income based on the two-year contractual maturity. At December 31, 2020, the Company had not originated any PPP loans having a 5-year contractual maturity. The SBA began approving forgiveness applications and making payments as forgiveness was approved in the fourth quarter of 2020. At December 31, 2020, approximately $73 million of PPP loans were forgiven by the SBA or repaid by the borrowers. The related net deferred fees of $1.8 million was accelerated to income at the time of SBA forgiveness or borrower repayments. The Company also participates in the First Draw and Second Draw PPP Loan Program signed into law on December 27, 2020 as part of the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (Economic Act), which was included in the Consolidated Appropriations Act, 2021. On April 14, 2020, the Company was approved by the Federal Reserve to access its SBA Paycheck Protection Program Liquidity Facility ("PPPLF"). The PPPLF enables the Company to borrow funds through the Federal Reserve Discount Window to fund PPP loans. At December 31, 2020, the Company had $204.7 million in borrowings under the PPPLF with a fixed rate of 0.35% which were collateralized by PPP loans. See Note 10 – Borrowing Arrangements for additional information regarding the PPPLF. The Company also participated in the Main Street Lending Program to support lending to small and medium-sized businesses that were in sound financial condition before the onset of the COVID-19 pandemic. Under this program, the Company originated loans to borrowers meeting the terms and requirements of the program, including requirements as to eligibility, use of proceeds and priority, and sold a 95% participation interest in these loans to SPV formed by the Federal Reserve to purchase the participation interest from eligible lenders, including the Company. During the year ended December 31, 2020, the Company originated 32 loans under the Main Street Lending Program totaling $172.2 million in principal and sold participation interest totaling $163.6 million to the SPV, resulting in a gain on sale of $1.1 million. The program expired on January 8, 2021. At December 31, 2020, the Company had pledged $1.71 billion of loans with FHLB under a blanket lien, of which $896.1 million was considered as eligible collateral under this secured borrowing arrangement, and loans with an unpaid principal balance of $193.9 million were pledged as collateral under a secured borrowing arrangement with the Federal Reserve. See Note 10 – Borrowing Arrangements for additional information regarding the FHLB and Federal Reserve secured lines of credit. The composition of the Company’s loan portfolio at the periods indicated was as follows: December 31, 2020 2019 (dollars in thousands) Construction and land development $ 197,634 $ 249,504 Real estate: Residential 27,683 43,736 Commercial real estate - owner occupied 161,823 171,595 Commercial real estate - non-owner occupied 550,788 423,823 Commercial and industrial 388,814 309,011 SBA loans (1) 562,842 177,633 Consumer 1 430 Loans held for investment, net of discounts (2) 1,889,585 1,375,732 Net deferred origination fees (1) (8,808) (1,057) Loans held for investment $ 1,880,777 $ 1,374,675 Allowance for loan losses (19,167) (13,522) Loans held for investment, net $ 1,861,610 $ 1,361,153 (1) Includes PPP loans with total outstanding principal of $326.7 million and net unearned fees of $6.6 million at December 31, 2020. (2) Loans held for investment, net of discounts includes the net carrying value of PCI loans of $761 thousand and $1.1 million at December 31, 2020 and 2019. Loans held for investment were comprised of the following components at December 31, 2020 and 2019: December 31, 2020 2019 (dollars in thousands) Gross loans held for investment (1) $ 1,897,599 $ 1,385,142 Unamortized net discounts (2) (8,014) (9,410) Net unamortized deferred origination fees (3) (8,808) (1,057) Loans held for investment $ 1,880,777 $ 1,374,675 (1) Includes PPP loans with total outstanding principal of $326.7 million at December 31, 2020 and the net carrying value of PCI loans of $761 thousand and $1.1 million at December 31, 2020 and 2019. (2) Unamortized net discounts include discounts related to the retained portion of SBA loans and net discounts on Non-PCI loans. At December 31, 2020, net discounts related to loans acquired in the PCB acquisition totaled $3.9 million that is expected to be accreted into interest income over a weighted average remaining life of 3.8 years. At December 31, 2019, net discounts related to loans acquired in the PCB acquisition totaled $6.0 million. (3) Net unamortized deferred origination fees include $6.6 million for PPP loans at December 31, 2020. A summary of the changes in the allowance for loan losses for the years ended December 31, 2020 and 2019 follows: Year Ended December 31, 2020 2019 (dollars in thousands) Balance, beginning of period $ 13,522 $ 11,056 Provision for loan losses 5,900 2,800 Charge-offs (777) (579) Recoveries 522 245 Net charge-offs (255) (334) Balance, end of period $ 19,167 $ 13,522 The following table presents the activity in the allowance for loan losses for the years ended December 31, 2020 and 2019 by portfolio segment: Year Ended December 31, 2020 Real Estate Construction and Land Development Residential Commercial - Owner Occupied Commercial - Non-owner Occupied Commercial and Industrial SBA Loans Consumer Total (dollars in thousands) Balance, December 31, 2019 $ 2,350 $ 292 $ 918 $ 3,074 $ 4,145 $ 2,741 $ 2 $ 13,522 Provision for (reversal of) loan losses (221) (59) 372 2,471 2,411 928 (2) 5,900 Charge-offs — — — — (330) (447) — (777) Recoveries — — — — 488 34 — 522 Net recoveries (charge-offs) — — — — 158 (413) — (255) Balance, December 31, 2020 $ 2,129 $ 233 $ 1,290 $ 5,545 $ 6,714 $ 3,256 $ — $ 19,167 Reserves: Specific $ — $ — $ — $ 101 $ — $ 343 $ — $ 444 General 2,129 233 1,290 5,444 6,714 2,913 — 18,723 $ 2,129 $ 233 $ 1,290 $ 5,545 $ 6,714 $ 3,256 $ — $ 19,167 Loans evaluated for impairment: Individually $ — $ 254 $ 1,293 $ 1,465 $ 183 $ 3,570 $ — $ 6,765 Collectively 197,634 27,429 160,442 549,323 388,366 558,864 1 1,882,059 PCI — — 88 — 265 408 — 761 $ 197,634 $ 27,683 $ 161,823 $ 550,788 $ 388,814 $ 562,842 $ 1 $ 1,889,585 Year Ended December 31, 2019 Real Estate Construction and Land Development Residential Commercial - Owner Occupied Commercial - Non-owner Occupied Commercial and Industrial SBA Loans Consumer Total (dollars in thousands) Balance, December 31, 2018 $ 1,721 $ 422 $ 734 $ 2,686 $ 3,686 $ 1,807 $ — $ 11,056 Provision for (reversal of) loan losses 629 (130) 184 388 969 758 2 2,800 Charge-offs — — — — (567) (12) — (579) Recoveries — — — — 57 188 — 245 Net (charge-offs) recoveries — — — — (510) 176 — (334) Balance, December 31, 2019 $ 2,350 $ 292 $ 918 $ 3,074 $ 4,145 $ 2,741 $ 2 $ 13,522 Reserves: Specific $ — $ — $ — $ 215 $ — $ 939 $ — $ 1,154 General 2,350 292 918 2,859 4,145 1,802 2 12,368 $ 2,350 $ 292 $ 918 $ 3,074 $ 4,145 $ 2,741 $ 2 $ 13,522 Loans evaluated for impairment: Individually $ — $ — $ 3,049 $ 1,368 $ 229 $ 6,940 $ — $ 11,586 Collectively 249,504 43,736 168,438 422,455 308,319 170,140 430 1,363,022 PCI — — 108 — 463 553 — 1,124 $ 249,504 $ 43,736 $ 171,595 $ 423,823 $ 309,011 $ 177,633 $ 430 $ 1,375,732 The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous loans such as commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is obtained. The Company uses the following definitions for risk ratings: Pass - Loans classified as pass represent assets with a level of credit quality which contain no well-defined deficiency or weakness. Special Mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently known facts, conditions and values, highly questionable and improbable. Loss - Loans classified loss are considered uncollectible and of such little value that their continuance as loans is not warranted. The risk rating categories of loans held for investment, net of discounts by class of loans, excluding PCI loans, as of December 31, 2020 and 2019 was as follows: December 31, 2020 Pass Substandard (1) Total (dollars in thousands) Construction and land development $ 197,634 $ — $ 197,634 Real estate: Residential 27,429 254 27,683 Commercial real estate - owner occupied 160,318 1,417 161,735 Commercial real estate - non-owner occupied 547,252 3,536 550,788 Commercial and industrial 384,582 3,967 388,549 SBA loans 553,247 9,187 562,434 Consumer 1 — 1 $ 1,870,463 $ 18,361 $ 1,888,824 (1) At December 31, 2020, substandard loans included $6.4 million of impaired loans. The Company had no loans classified as special mention, doubtful or loss at December 31, 2020. December 31, 2019 Pass Substandard (1) Total (dollars in thousands) Construction and land development $ 249,504 $ — $ 249,504 Real estate: Residential 43,736 — 43,736 Commercial real estate - owner occupied 161,863 9,624 171,487 Commercial real estate - non-owner occupied 421,731 2,092 423,823 Commercial and industrial 305,918 2,630 308,548 SBA loans 166,820 10,260 177,080 Consumer 430 — 430 $ 1,350,002 $ 24,606 $ 1,374,608 (1) At December 31, 2019, substandard loans included $11.3 million of impaired loans. The Company had no loans classified as special mention, doubtful or loss at December 31, 2019. The following tables present past due and nonaccrual loans, net of discounts and excluding PCI loans, by loan class as of December 31, 2020 and 2019: December 31, 2020 Still Accruing 30-59 Days 60-89 Days Over 90 Days Nonaccrual (dollars in thousands) Real estate: Residential $ — $ — $ — $ 254 Commercial real estate - owner occupied — — — 1,293 Commercial real estate - non-owner occupied — — — 1,465 Commercial and industrial 1 — — 183 SBA loans 53 — — 3,251 Total $ 54 $ — $ — $ 6,446 December 31, 2019 Still Accruing 30-59 Days 60-89 Days Over 90 Days Nonaccrual (dollars in thousands) Real estate: Residential $ 1,471 $ 290 $ — $ — Commercial real estate - owner occupied — — — 3,049 Commercial real estate - non-owner occupied — — — 1,368 Commercial and industrial 4 2 — 229 SBA loans — — — 6,619 Total $ 1,475 $ 292 $ — $ 11,265 A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Recorded investment represents unpaid principal balance, net of charge-offs, discounts and interest applied to principal on nonaccrual loans, if any. The following tables present impaired loans, excluding PCI loans, by loan class at the periods indicated: December 31, 2020 Impaired Loans Unpaid Recorded Investment (1) Without With Related (dollars in thousands) Real estate: Residential $ 253 $ 254 $ 254 $ — $ — Commercial real estate - owner occupied 1,345 1,293 1,293 — — Commercial real estate - non-owner occupied 1,507 1,465 202 1,263 101 Commercial and industrial 183 183 183 — — SBA loans 3,891 3,570 2,089 1,481 343 Total $ 7,179 $ 6,765 $ 4,021 $ 2,744 $ 444 (1) Included TDRs on accrual of $319 thousand. December 31, 2019 Impaired Loans Unpaid Recorded Investment (1) Without With Related (dollars in thousands) Real estate: Commercial real estate - owner occupied $ 3,132 $ 3,049 $ 3,049 $ — $ — Commercial real estate - non-owner occupied 1,411 1,368 — 1,368 215 Commercial and industrial 229 229 229 — — SBA loans 7,344 6,940 4,750 2,190 939 Total $ 12,116 $ 11,586 $ 8,028 $ 3,558 $ 1,154 (1) Included TDRs on accrual of $321 thousand. The following tables present the average recorded investment in impaired loans, excluding PCI loans, and related interest income recognized by loan class for the periods indicated: Year Ended December 31, 2020 2019 Average Interest Average Interest (dollars in thousands) Real estate: Residential $ 163 $ — $ — $ — Commercial real estate - owner occupied 1,716 — 535 — Commercial real estate - non-owner occupied 2,611 — 235 — Commercial and industrial 187 — 385 — SBA loans 5,626 25 3,742 78 Total $ 10,303 $ 25 $ 4,897 $ 78 At December 31, 2020 and December 31, 2019, the total recorded investment for loans identified as a TDR was approximately $666 thousand and $479 thousand. There were no specific reserves allocated for these loans and the Company has not committed to lend any additional amounts to customers with outstanding loans that are classified as TDR’s as of December 31, 2020 and 2019. Loan modifications resulting in TDR status generally included one or a combination of the following concessions: extensions of the maturity date, principal payment deferrals or signed forbearance agreement with a payment plan. During the year ended December 31, 2020, a single non-accrual loan with a recorded investment balance of $202 thousand was classified as a new TDR when the borrower entered into a forbearance agreement to defer the payment terms. During the year ended December 31, 2019, there were no new loan modifications resulting in TDRs. A loan is considered to be in payment default once it is 90 days contractually past due under the modification. During the years ended December 31, 2020 and 2019, there was one SBA loan totaling $82 thousand and $88 thousand modified as a TDR for which there was a payment default within twelve months following the modification. COVID-Related Payment Deferrals At December 31, 2020, the Company had three non-PPP loans totaling $3.3 million on payment deferral for COVID-19 related reasons. Loans that were granted a deferral before the fourth quarter of 2020 have resumed making regular, contractually agreed-upon payments or were paid off. At December 31, 2020, two loans on payment deferral totaling $2.8 million were reported as non-accrual and none are reported as TDRs under Section 4013 of the CARES Act. SBA Debt Relief Program As a part of the CARES Act, the SBA has agreed to pay up to six months of principal, interest and associated fees for borrowers with current SBA 7(a) loans that were disbursed prior to September 27, 2020. The program has resumed and the SBA has agreed to pay for an additional three months of principal and interest payments, capped at $9,000 per borrower per month beginning February 2021. For Borrowers considered to be underserved or hard-hit by the pandemic, the SBA has agreed to pay an additional five months of principal and interest payments until September 2021. Loans Held for Sale At December 31, 2020 and 2019, the Company had loans held for sale, consisting of SBA 7(a) loans totaling $9.9 million and $7.7 million. The Company accounts for loans held for sale at the lower of carrying value or fair value. At December 31, 2020 and 2019, the fair value of loans held for sale totaled $10.6 million and $8.4 million. |