Loans and Allowance for Loan Losses | Note 5 – Loans and Allowance for Loan Losses The following table presents loans held for investment as of the dates stated. (Dollars in thousands) March 31, 2021 December 31, 2020 Commercial and industrial $ 286,835 $ 123,675 Paycheck Protection Program 608,692 292,068 Real estate – construction, commercial 155,631 54,702 Real estate – construction, residential 49,338 18,040 Real estate – mortgage, commercial 649,474 273,499 Real estate – mortgage, residential 496,301 213,404 Real estate – mortgage, farmland 5,245 3,615 Consumer 65,210 46,684 Gross loans 2,316,726 1,025,687 Less: Deferred loan fees, net of costs (12,184 ) (4,271 ) Total $ 2,304,542 $ 1,021,416 In 2020, the Company participated in the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (“PPP 1”). Through the PPP 1, which is administered by the Small Business Administration, the federal government partnered with banks, including the Bank, to provide over $650 billion to small businesses to support payrolls and other operating expenses. PPP 1 loans have a two-year term if originated prior to June 5, 2020 or a five-year term if originated on or subsequent to June 5, 2020 and earn an annual interest rate of 1%. Banks originating PPP 1 loans earned a processing fee of 1%, 3%, or 5% of the loan amount, depending on the size of the loan. The Company originated approximately $363.4 million in PPP 1 loans in 2020 and approximately $71.3 million were forgiven or paid back by the borrower by December 31, 2020. As of March 31, 2021, $261.0 million of PPP 1 loans were outstanding, including those acquired in the Bay Banks Merger. In the first quarter of 2021, the Company participated in the PPP pursuant to the Economic Aid Act, passed into law on December 27, 2020 (“PPP 2”), and through March 31, 2021, the Company had funded over 3,800 PPP 2 loans for approximately $348.0 million. PPP 2 loans have a contractual term of five years and earn an annual interest rate of 1%. Banks originating PPP 2 loans earn processing fees that are tiered depending on the size of the loan. Specifically, processing fees for loans of not more than $50,000 equal 50% of the loan balance or $2,500, whichever is less; processing fees for loans more than $50,000 and not more than $350,000 equal 5% of the loan balance, and processing fees for loans above $350,000 equal 3% of the loan balance. As of March 31, 2021, no PPP 2 loans had been forgiven. The Company believes that the majority of PPP 1 and PPP 2 loans will be forgiven, in accordance with the terms of the program, and will be paid in full pursuant to the U.S. government guarantee. The Company is accounting for the PPP processing fees in accordance with ASC 310-20, Receivables - Nonrefundable Fees and Other Costs, which requires fees, net of costs, to be deferred and amortized as a component of loan yield over the expected life of the loans, which the Company believes is 1.5 years for PPP 1 loans and one to three years for PPP 2 loans, depending on the loan balance. Of the $11.5 million of processing fees received in 2020 for PPP 1 loans, approximately $1.3 million of unamortized fees remain as of March 31, 2021, with $2.2 million recognized as a component of interest income in the first quarter of 2021. Of the $11.2 million of net processing fees received in the first quarter of 2021 for PPP 2 loans, approximately $10.1 million of unamortized fees remain as of March 31, 2021, with $1.1 million recognized as interest income in three months ended March 31, 2021. From the onset of the global COVID-19 pandemic, the Company has proactively addressed the needs of its commercial and individual borrowers by modifying loans allowing for the short-term deferral of principal payments or of principal and interest payments. Pursuant to the CARES Act, banks have the option to temporarily suspend certain requirements of GAAP related to TDRs for a limited period of time if certain conditions are met. All loan modifications made by the Company were made on a good faith basis to borrowers who met the requirements for modifications under the CARES Act. As a result of regulatory and accounting guidance regarding such modifications, the loans are not designated as TDRs, as of March 31, 2021 and December 31, 2020. In response to the COVID-19 pandemic, during 2020, the Company approved over 550 loan deferrals for a total of $110.6 million. In addition, Bay Banks approved nearly 400 loan deferrals for approximately $160.0 million. Most of these loans are now past the deferment period and are back on normal payment schedules, and as of March 31, 2021, 30 loans were in deferment for a total of approximately $31.0 million. The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $567.0 million and $213.3 million were pledged as of March 31, 2021 and December 31, 2020, respectively. Additionally, PPP loans in the amount of $509.7 million and $281.6 million were pledged as collateral for PPPLF advances as of March 31, 2021 and December 31, 2020, respectively. As a result of the Bay Banks Merger and the 2019 acquisition of Virginia Community Bankshares, Inc., the acquired loan portfolios were initially measured at fair value as of the respective acquisition dates and subsequently accounted for as either purchased performing loans or PCI loans. The following table presents the outstanding principal balance and related recorded investment of these acquired loans included in the Company’s consolidated balance sheets as of the dates stated. (Dollars in thousands) March 31, 2021 December 31, 2020 PCI loans Outstanding principal balance $ 112,964 $ 1,278 Recorded investment 97,892 1,085 Purchased performing loans Outstanding principal balance 967,580 97,301 Recorded investment 964,056 96,317 Total acquired loans Outstanding principal balance 1,080,544 98,579 Recorded investment 1,061,948 97,402 The following table presents the changes in the accretable yield for PCI loans for the periods stated. For the three months ended (Dollars in thousands) March 31, 2021 March 31, 2020 Balance, beginning of period $ 123 $ 188 Additions 10,030 — Accretion (840 ) (16 ) Reclassification of nonaccretable difference due to improvement in expected cash flows 104 — Other changes, net 22 (1 ) Balance, end of period $ 9,439 $ 171 The following tables present the aging of the recorded investment of loans held for investment as of the dates stated. March 31, 2021 (Dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due & Accruing Nonaccrual Total Past Due & Nonaccrual PCI Loans Current Loans Total Loans Commercial and industrial $ 1,166 $ 128 $ — $ 1,432 $ 2,726 $ 10,213 $ 273,896 $ 286,835 Paycheck Protection Program — — — — — — 608,692 608,692 Real estate – construction, commercial 310 — — — 310 31,049 124,272 155,631 Real estate – construction, residential 1,185 — — 262 1,447 — 47,891 49,338 Real estate – mortgage, commercial 3,287 685 — 2,032 6,004 47,520 595,950 649,474 Real estate – mortgage, residential 6,027 800 7 965 7,799 7,379 481,123 496,301 Real estate – mortgage, farmland — — — — — — 5,245 5,245 Consumer 752 145 — 655 1,552 1,731 61,927 65,210 Less: Deferred loan fees, net of costs — — — — — — (12,184 ) (12,184 ) Total Loans $ 12,727 $ 1,758 $ 7 $ 5,346 $ 19,838 $ 97,892 $ 2,186,812 $ 2,304,542 December 31, 2020 (Dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Greater than 90 Days Past Due & Accruing Nonaccrual Total Past Due & Nonaccrual PCI Loans Current Loans Total Loans Commercial and industrial $ 1,117 $ — $ — $ 1,310 $ 2,427 $ — $ 121,248 $ 123,675 Paycheck Protection Program — — — — — — 292,068 292,068 Real estate – construction, commercial — — — — — 35 54,667 54,702 Real estate – construction, residential 262 — — — 262 — 17,778 18,040 Real estate – mortgage, commercial 771 211 — 3,643 4,625 808 268,066 273,499 Real estate – mortgage, residential 1,062 — 46 881 1,989 242 211,173 213,404 Real estate – mortgage, farmland — — — — — — 3,615 3,615 Consumer 935 334 — 714 1,983 — 44,701 46,684 Less: Deferred loan fees, net of costs — — — — (4,271 ) (4,271 ) Total Loans $ 4,147 $ 545 $ 46 $ 6,548 $ 11,286 $ 1,085 $ 1,009,045 $ 1,021,416 The following tables present the aging of the recorded investment of PCI loans as of the dates stated. March 31, 2021 (Dollars in thousands) 30-89 Days Past Due Greater than 90 Days Past Due & Accruing Current Loans Total Loans Commercial and industrial $ — $ 187 $ 10,026 $ 10,213 Real estate – construction, commercial 8 10 31,032 31,050 Real estate – mortgage, commercial 722 29 46,768 47,519 Real estate – mortgage, residential 739 978 5,662 7,379 Consumer — 4 1,727 1,731 Total PCI Loans $ 1,469 $ 1,208 $ 95,215 $ 97,892 December 31, 2020 (Dollars in thousands) 30-89 Days Past Due Greater than 90 Days Past Due & Accruing Current Loans Total Loans Real estate – construction, commercial — — 35 35 Real estate – mortgage, commercial 224 — 584 808 Real estate – mortgage, residential 35 — 207 242 Total PCI Loans $ 259 $ — $ 826 $ 1,085 T he Company prepares a quarterly analysis of the ALL, with the objective of quantifying portfolio risk into a dollar amount of inherent losses. The ALL is established as losses are estimated to have occurred through a provision for loan losses charged against income and decreased by loans charged-off (net of recoveries, if any). Management’s periodic evaluation of the adequacy of the ALL is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. While management uses the best information available to make evaluations, future adjustments may be necessary, if economic or other conditions differ substantially from the assumptions used. The allowance consists of specific and general components. The specific component relates to loans that are identified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows or the net realizable value, which is equal to the estimated fair value less estimated costs to sell, of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and those loans classified that are not impaired and is based on historical loss experience adjusted for other internal or external influences on credit quality that are not fully reflected in the historical data. The Company follows applicable guidance issued by the Financial Accounting Standards Board. This guidance requires that losses be accrued when they are probable of occurring and can be estimated. It also requires that impaired loans, within its scope, be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. PPP loans are fully guaranteed by the U.S. government; therefore, the Company recorded no ALL for these loans as of March 31, 2021 and December 31, 2020. In future periods, the Company may be required to establish an ALL for these loans, which would result in a provision for loan losses charged to earnings. The following tables present a summary of the loan portfolio individually and collectively evaluated for impairment as of the dates stated. (Dollars in thousands) Individually Evaluated for Impairment Collectively Evaluated for Impairment Total March 31, 2021 Originated and purchased performing loans: Commercial and industrial $ 3,169 $ 273,453 $ 276,622 Real estate – construction, commercial 540 124,041 124,581 Real estate – construction, residential — 49,338 49,338 Real estate – mortgage, commercial 1,391 600,564 601,955 Real estate – mortgage, residential 592 488,330 488,922 Real estate – mortgage, farmland — 5,245 5,245 Consumer — 63,479 63,479 Total originated and purchased performing loans 5,692 1,604,450 1,610,142 PCI loans: Commercial and industrial — 10,213 10,213 Real estate – construction, commercial — 31,050 31,050 Real estate – mortgage, commercial — 47,519 47,519 Real estate – mortgage, residential — 7,379 7,379 Consumer — 1,731 1,731 Total PCI loans — 97,892 97,892 Gross loans 5,692 1,702,342 1,708,034 Less: Deferred loan fees, net of costs — (1,118 ) (1,118 ) Total $ 5,692 $ 1,701,224 $ 1,706,916 (Dollars in thousands) Individually Evaluated for Impairment Collectively Evaluated for Impairment Total December 31, 2020 Originated and purchased performing loans: Commercial and industrial $ 234 $ 123,441 $ 123,675 Real estate – construction, commercial — 54,667 54,667 Real estate – construction, residential — 18,040 18,040 Real estate – mortgage, commercial 1,645 271,046 272,691 Real estate – mortgage, residential 452 212,710 213,162 Real estate – mortgage, farmland — 3,615 3,615 Consumer — 46,684 46,684 Total originated and purchased performing loans 2,331 730,203 732,534 PCI loans: Real estate – construction, commercial — 35 35 Real estate – mortgage, commercial — 808 808 Real estate – mortgage, residential — 242 242 Total PCI loans — 1,085 1,085 Gross loans 2,331 731,288 733,619 Less: Deferred loan fees, net of costs — (736 ) (736 ) Total $ 2,331 $ 730,552 $ 732,883 The tables above exclude gross PPP loans of $608.7 million and $292.1 million as of March 31, 2021 and December 2020, respectively. The Company carries no ALL on PPP loans as these loans are fully guaranteed by the U.S. government. The following tables present information related to impaired loans by loan type as of the dates presented. March 31, 2021 (Dollars in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized With no specific allowance recorded: Real estate – construction, commercial $ 540 $ 539 $ — $ 542 $ 8 Real estate – mortgage, commercial 1,391 1,460 — 1,384 14 Real estate – mortgage, residential 592 591 — 583 6 Commercial and industrial 3,169 3,162 — 3,250 35 $ 5,692 $ 5,752 $ — $ 5,217 $ 63 December 31, 2020 (Dollars in thousands) Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Interest Income Recognized With no specific allowance recorded: Real estate – mortgage, commercial $ 1,645 $ 2,030 $ — $ 2,091 $ 4 Real estate – mortgage, residential 452 571 — 538 2 With an allowance recorded: Commercial and industrial 234 234 144 362 — $ 2,331 $ 2,835 $ 144 $ 2,991 $ 6 Impaired loans also include certain loans that have been modified in TDRs where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as non-performing at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. The Company had three TDRs in the amount of $293 thousand as of March 31, 2021, two of which were classified as a TDR due to a change in interest rate and payment terms and one of which was classified as a TDR due to a change in payment terms. The Company had two TDRs in the amount of $142 thousand as of December 31, 2020, one of which was classified as a TDR due to a change in interest rate and payment terms and the other loan was classified as a TDR due to a change in payment terms. The following table presents an analysis of the change in the ALL by loan type as of and for the periods stated. For the three months ended (Dollars in thousands) March 31, 2021 March 31, 2020 ALL, beginning of period $ 13,827 $ 4,572 Charge-offs Commercial and industrial $ (359 ) $ — Real estate – mortgage (12 ) — Consumer (263 ) (319 ) Total charge-offs (634 ) (319 ) Recoveries Commercial and industrial 56 1 Real estate – mortgage 16 — Consumer 137 68 Total recoveries 209 69 Net charge-offs (425 ) (250 ) Provision for loan losses — 575 ALL, end of period $ 13,402 $ 4,897 The following tables summarize the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment for the periods stated. For the three months ended March 31, 2021 (Dollars in thousands) Commercial and Industrial Real Estate – Construction Commercial Real Estate – Construction Residential Real Estate – Mortgage, Commercial Real Estate – Mortgage, Residential Real Estate – Mortgage, Farmland Consumer Total ALL, beginning of period $ 3,762 $ 960 $ 150 4,215 $ 1,481 $ 18 $ 3,241 $ 13,827 Charge-offs (359 ) — — — (12 ) — (263 ) (634 ) Recoveries 56 — — — 16 — 137 209 Provision for loan losses — — — — — — — — ALL, end of period $ 3,459 $ 960 $ 150 $ 4,215 $ 1,485 $ 18 $ 3,115 $ 13,402 Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — $ — Collectively evaluated for impairment $ 3,459 $ 960 $ 150 $ 4,215 $ 1,485 $ 18 $ 3,115 $ 13,402 For the three months ended March 31, 2020 (Dollars in thousands) Commercial and Industrial Real Estate – Construction Commercial Real Estate – Construction Residential Real Estate – Mortgage Commercial Real Estate – Mortgage Residential Real Estate – Mortgage, Farmland Consumer Total ALL, beginning of period $ 841 $ 220 $ 60 1,604 $ 510 $ 9 $ 1,328 $ 4,572 Charge-offs — — — — — — (319 ) (319 ) Recoveries 1 — — — — — 68 69 Provision for loan losses 86 27 11 62 16 — 373 575 ALL, end of period $ 928 $ 247 $ 71 $ 1,666 $ 526 $ 9 $ 1,450 $ 4,897 Individually evaluated for impairment $ 144 $ — $ — $ — $ — $ — $ — $ 144 Collectively evaluated for impairment $ 784 $ 247 $ 71 $ 1,666 $ 526 $ 9 $ 1,450 $ 4,753 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 (loan grade). 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 following tables present the Company’s loan portfolio by internal loan grade as of the dates stated. March 31, 2021 (Dollars in thousands) Grade 1 Prime Grade 2 Desirable Grade 3 Good Grade 4 Acceptable Grade 5 Pass/Watch Grade 6 Special Mention Grade 7 Substandard Total Commercial and industrial $ 1,218 $ 552 $ 125,985 $ 128,054 $ 13,434 $ 7,300 $ 10,292 $ 286,835 Paycheck Protection Program 608,692 — — — — — — 608,692 Real estate – construction, commercial — 650 36,028 78,234 9,045 29,605 2,069 155,631 Real estate – construction, residential 147 74 21,005 20,622 7,228 — 262 49,338 Real estate – mortgage, commercial — 2,645 316,340 228,523 47,630 45,092 9,244 649,474 Real estate – mortgage residential 536 9,561 329,777 131,986 15,773 2,870 5,798 496,301 Real estate – mortgage, farmland 410 — 1,220 3,615 — — — 5,245 Consumer 398 23 18,806 42,638 2,191 497 657 65,210 Gross loans $ 611,401 $ 13,505 $ 849,161 $ 633,672 $ 95,301 $ 85,364 $ 28,322 $ 2,316,726 Less: Deferred loan fees, net of costs (12,184 ) Total $ 2,304,542 December 31, 2020 (Dollars in thousands) Grade 1 Prime Grade 2 Desirable Grade 3 Good Grade 4 Acceptable Grade 5 Pass/Watch Grade 6 Special Mention Grade 7 Substandard Total Commercial and industrial $ 844 $ 484 $ 23,828 $ 85,928 $ 7,251 $ 4 $ 5,336 $ 123,675 Paycheck Protection Program 292,068 — — — — — — 292,068 Real estate – construction, commercial — 2,143 19,524 26,324 5,916 218 577 54,702 Real estate – construction, residential — — 3,073 8,247 6,458 — 262 18,040 Real estate – mortgage, commercial — 3,994 128,163 114,977 15,799 2,968 7,598 273,499 Real estate – mortgage residential — 3,583 101,078 100,601 5,750 158 2,234 213,404 Real estate – mortgage, farmland 444 — 1,175 1,996 — — — 3,615 Consumer 324 36 17,062 28,033 521 1 707 46,684 Gross loans $ 293,680 $ 10,240 $ 293,903 $ 366,106 $ 41,695 $ 3,349 $ 16,714 $ 1,025,687 Less: Deferred loan fees, net of costs (4,271 ) Total $ 1,021,416 |