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Table of Contents

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.

​

United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

​

(Mark One)

​

​ | ​
☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended March 31, 2021

​

​ | ​
​ | ​
☐ | TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from __________ to __________

Commission File Number: 001-37661

(Exact name of registrant as specified in its charter)

​

​ | ​ | ​
​ | ​ | ​
Tennessee |  | 62-1173944
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
5401 Kingston Pike, Suite 600 Knoxville, Tennessee |  | 37919
(Address of principal executive offices) |  | (Zip Code)
865-437-5700 |  | Not Applicable
(Registrant’s telephone number, including area code) |  | (Former name, former address and former fiscal
|  | year, if changed since last report)

​

Securities registered pursuant to Section 12(b) of the Act:

​

​ | ​ | ​
​ | ​ | ​
Title of each class | Trading symbol(s) | Name of Exchange on which Registered
Common Stock, par value $1.00 | SMBK | The Nasdaq Stock Market

​

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act:

​

Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Smaller reporting company ☒ | Emerging growth company ☐

​

If an emerging growth company, indicate by check market if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of May 05, 2021, there were 15,104,661 shares of common stock, $1.00 par value per share, issued and outstanding.

​

​

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Table of Contents

​

TABLE OF CONTENTS

​

​ | ​ | ​
PART I –FINANCIAL INFORMATION | ​
​ | ​ | ​
Item 1. | Consolidated Financial Statements (Unaudited) | 3
​ | ​ | ​
​ | Consolidated Balance Sheets at March 31, 2021 and December 31, 2020 | 3
​ | ​ | ​
​ | Consolidated Statements of Income for the Three Months Ended March 31, 2021 and 2020 | 4
​ | ​ | ​
​ | Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020 | 5
​ | ​ | ​
​ | Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2021 and 2020 | 6
​ | ​ | ​
​ | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 | 7
​ | ​ | ​
​ | Notes to Consolidated Financial Statements | 8
​ | ​ | ​
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36
​ | ​ | ​
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 49
​ | ​ | ​
Item 4. | Controls and Procedures | 49
​ | ​ | ​
PART II – OTHER INFORMATION | 50
​ | ​ | ​
Item 1. | Legal Proceedings | 50
​ | ​ | ​
Item 1A. | Risk Factors | 50
​ | ​ | ​
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 50
​ | ​ | ​
Item 3. | Defaults Upon Senior Securities | 50
​ | ​ | ​
Item 4. | Mine Safety Disclosures | 51
​ | ​ | ​
Item 5. | Other Information | 51
​ | ​ | ​
Item 6. | Exhibits | 52

​

​

​

2

Table of Contents

PART I –FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | (Unaudited) |  | ​
​ |  | March 31, |  | December 31,
​ | ​ | 2021 | ​ | 2020*
ASSETS: |  | ​ |  |  | ​ |
Cash and due from banks | ​ | $ | 46,594 | ​ | $ | 50,460
Interest-bearing deposits with banks | ​ |  | 442,793 | ​ |  | 364,846
Federal funds sold | ​ |  | 67,314 | ​ |  | 66,413
Total cash and cash equivalents | ​ |  | 556,701 | ​ |  | 481,719
Securities available-for-sale, at fair value | ​ |  | 250,937 | ​ |  | 215,634
Other investments | ​ |  | 14,728 | ​ |  | 14,794
Loans held for sale | ​ |  | 7,870 | ​ |  | 11,721
Loans | ​ |  | 2,487,129 | ​ |  | 2,382,243
Less: Allowance for loan losses | ​ |  | (18,370) | ​ |  | (18,346)
Loans, net | ​ |  | 2,468,759 | ​ |  | 2,363,897
Premises and equipment, net | ​ |  | 72,697 | ​ |  | 72,682
Other real estate owned | ​ |  | 3,946 | ​ |  | 4,619
Goodwill and core deposit intangible, net | ​ |  | 86,350 | ​ |  | 86,471
Bank owned life insurance | ​ |  | 71,586 | ​ |  | 31,215
Other assets | ​ |  | 23,629 | ​ |  | 22,197
Total assets | ​ | $ | 3,557,203 | ​ | $ | 3,304,949
​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND SHAREHOLDERS' EQUITY: | ​ |  |  | ​ |  |
Deposits: | ​ |  |  | ​ |  |
Noninterest-bearing demand | ​ | $ | 777,968 | ​ | $ | 685,957
Interest-bearing demand | ​ |  | 683,887 | ​ |  | 649,129
Money market and savings | ​ |  | 1,073,941 | ​ |  | 919,631
Time deposits | ​ |  | 512,417 | ​ |  | 550,498
Total deposits | ​ |  | 3,048,213 | ​ |  | 2,805,215
Borrowings | ​ |  | 82,642 | ​ |  | 81,199
Subordinated debt | ​ |  | 39,367 | ​ |  | 39,346
Other liabilities | ​ |  | 22,923 | ​ |  | 22,021
Total liabilities | ​ |  | 3,193,145 | ​ |  | 2,947,781
Shareholders' equity: | ​ |  |  | ​ |  |
Preferred stock, $1 par value; 2,000,000 shares authorized; No shares issued and outstanding | ​ |  | — | ​ |  | —
Common stock, $1 par value; 40,000,000 shares authorized; 15,104,536 and 15,107,214 shares issued and outstanding, respectively | ​ |  | 15,105 | ​ |  | 15,107
Additional paid-in capital | ​ |  | 251,836 | ​ |  | 252,693
Retained earnings | ​ |  | 96,034 | ​ |  | 87,185
Accumulated other comprehensive income | ​ |  | 1,083 | ​ |  | 2,183
Total shareholders' equity | ​ |  | 364,058 | ​ |  | 357,168
Total liabilities and shareholders' equity | ​ | $ | 3,557,203 | ​ | $ | 3,304,949

​

* Derived from audited financial statements.

The accompanying notes are an integral part of the financial statements.

​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except share and per share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Three Months Ended
​ | ​ | March 31,
​ |  | 2021 |  | 2020
Interest income: |  | ​ |  |  | ​ |
Loans, including fees | ​ | $ | 28,018 | ​ | $ | 26,434
Securities available-for-sale: | ​ |  | ​ | ​ |  |
Taxable | ​ |  | 724 | ​ |  | 679
Tax-exempt | ​ |  | 259 | ​ |  | 283
Federal funds sold and other earning assets | ​ |  | 291 | ​ |  | 602
Total interest income | ​ |  | 29,292 | ​ |  | 27,998
Interest expense: | ​ |  |  | ​ |  |
Deposits | ​ |  | 2,331 | ​ |  | 4,754
Borrowings | ​ |  | 117 | ​ |  | 89
Subordinated debt | ​ |  | 584 | ​ |  | 584
Total interest expense | ​ |  | 3,032 | ​ |  | 5,427
Net interest income | ​ |  | 26,260 | ​ |  | 22,571
Provision for loan losses | ​ |  | 67 | ​ |  | 3,200
Net interest income after provision for loan losses | ​ |  | 26,193 | ​ |  | 19,371
Noninterest income: | ​ |  |  | ​ |  |
Service charges on deposit accounts | ​ | ​ | 1,009 | ​ | ​ | 770
Mortgage banking | ​ |  | 1,139 | ​ |  | 584
Investment services | ​ |  | 531 | ​ |  | 437
Insurance commissions | ​ | ​ | 1,466 | ​ | ​ | 269
Interchange and debit card transaction fees, net | ​ | ​ | 839 | ​ | ​ | 276
Other | ​ |  | 707 | ​ |  | 482
Total noninterest income | ​ |  | 5,691 | ​ |  | 2,818
Noninterest expense: | ​ |  |  | ​ |  |
Salaries and employee benefits | ​ |  | 10,869 | ​ |  | 10,006
Occupancy and equipment | ​ |  | 2,341 | ​ |  | 1,911
FDIC insurance | ​ |  | 371 | ​ |  | 180
Other real estate and loan related expense | ​ |  | 602 | ​ |  | 545
Advertising and marketing | ​ |  | 190 | ​ |  | 198
Data processing and technology | ​ |  | 1,379 | ​ |  | 1,008
Professional services | ​ |  | 641 | ​ |  | 711
Amortization of intangibles | ​ |  | 444 | ​ |  | 362
Merger related and restructuring expenses | ​ |  | 103 | ​ |  | 2,096
Other | ​ |  | 2,524 | ​ |  | 1,776
Total noninterest expense | ​ |  | 19,464 | ​ |  | 18,793
Income before income tax expense | ​ |  | 12,420 | ​ |  | 3,396
Income tax expense | ​ |  | 2,664 | ​ |  | 664
Net income | ​ | $ | 9,756 | ​ | $ | 2,732
Earnings per common share: | ​ |  |  | ​ |  |
Basic | ​ | $ | 0.65 | ​ | $ | 0.19
Diluted | ​ | $ | 0.65 | ​ | $ | 0.19
Weighted average common shares outstanding: | ​ |  |  | ​ |  |
Basic | ​ |  | 15,011,573 | ​ |  | 14,395,103
Diluted | ​ |  | 15,111,947 | ​ |  | 14,479,671

​

The accompanying notes are an integral part of the financial statements.

​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended
​ | ​ | March 31,
​ | ​ | ​ | 2021 | ​ | 2020
Net income | ​ | $ | 9,756 | ​ | $ | 2,732
Other comprehensive income: | ​ |  |  | ​ |  |
Unrealized holding gains (losses) and hedge effects on securities available-for-sale arising during the period | ​ |  | (2,808) | ​ |  | 1,095
Tax effect | ​ |  | 738 | ​ |  | (244)
Unrealized gains (losses) on securities available-for-sale arising during the period, net of tax | ​ |  | (2,070) | ​ |  | 851
Unrealized gains (losses) on fair value municipal security hedges | ​ |  | 1,313 | ​ |  | (3,072)
Tax effect | ​ |  | (343) | ​ |  | 806
Unrealized gains (losses) on fair value municipal security hedge instruments arising during the period, net of tax | ​ |  | 970 | ​ |  | (2,266)
​ | ​ | ​ | ​ | ​ | ​ | ​
Total other comprehensive (loss) | ​ |  | (1,100) | ​ |  | (1,415)
Comprehensive income | ​ | $ | 8,656 | ​ | $ | 1,317

​

The accompanying notes are an integral part of the financial statements.

​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY - (Unaudited)

For the Three Months Ended March 31, 2021 and 2020

(Dollars in thousands, except for share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | Accumulated |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Other | ​ | ​ | ​
​ | ​ | Common Stock |  | Additional |  | Retained |  | Comprehensive |  | ​
​ | ​ | Shares | ​ | Amount | ​ | Paid-in Capital | ​ | Earnings |  | (Loss) Income | ​ | Total
Balance, December 31, 2019 |  | 14,008,233 | ​ | $ | 14,008 | ​ | $ | 232,732 | ​ | $ | 65,839 | ​ | $ | 168 | ​ | $ | 312,747
Net income |  | — | ​ |  | — | ​ |  | — | ​ |  | 2,732 | ​ |  | — | ​ |  | 2,732
Other comprehensive loss |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,415) | ​ |  | (1,415)
Common stock issued pursuant to: |  | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  | ​
Exercise of stock options |  | 14,858 | ​ |  | 15 | ​ |  | 158 | ​ |  | — | ​ |  | — | ​ |  | 173
Restricted stock | ​ | 31,900 | ​ | ​ | 32 | ​ | ​ | (32) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | —
Shareholders' of Progressive Financial Group, Inc. | ​ | 1,292,578 | ​ | ​ | 1,293 | ​ | ​ | 23,254 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 24,547
Stock compensation expense |  | — | ​ |  | — | ​ |  | 110 | ​ |  | — | ​ |  | — | ​ |  | 110
Common stock dividend ($0.05 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (702) | ​ | ​ | ​ | ​ | ​ | (702)
Repurchases of common stock | ​ | (125,579) | ​ | ​ | (126) | ​ | ​ | (1,866) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,992)
Balance, March 31, 2020 |  | 15,221,990 | ​ | $ | 15,222 | ​ | $ | 254,356 | ​ | $ | 67,869 | ​ | $ | (1,247) | ​ | $ | 336,200
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance, December 31, 2020 |  | 15,107,214 | ​ | $ | 15,107 | ​ | $ | 252,693 | ​ | $ | 87,185 | ​ | $ | 2,183 | ​ | $ | 357,168
Net income |  | — | ​ |  | — | ​ |  | — | ​ |  | 9,756 | ​ |  | — | ​ |  | 9,756
Other comprehensive loss |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,100) | ​ |  | (1,100)
Common stock issued pursuant to: |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  | ​
Exercise of stock options |  | 15,965 | ​ |  | 16 | ​ |  | 131 | ​ |  | — | ​ |  | — | ​ |  | 147
Restricted stock |  | 40,967 | ​ |  | 41 | ​ |  | (41) | ​ |  | — | ​ |  | — | ​ |  | —
Stock compensation expense |  | — | ​ |  | — | ​ |  | 201 | ​ |  | — | ​ |  | — | ​ |  | 201
Common stock dividend ($0.06 per share) |  | — | ​ |  | — | ​ |  | — | ​ |  | (907) | ​ |  | — | ​ |  | (907)
Repurchases of common stock | ​ | (59,610) | ​ | ​ | (59) | ​ | ​ | (1,148) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,207)
Balance, March 31, 2021 |  | 15,104,536 | ​ | $ | 15,105 | ​ | $ | 251,836 | ​ | $ | 96,034 | ​ | $ | 1,083 | ​ | $ | 364,058

​

The accompanying notes are an integral part of the financial statements.

​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended March 31,
​ | ​ | 2021 | ​ | 2020
Cash flows from operating activities: |  | ​ |  |  | ​ |
Net income | ​ | $ | 9,756 | ​ | $ | 2,732
Adjustments to reconcile net income to net cash provided by operating activities: | ​ |  | ​ | ​ |  |
Depreciation and amortization | ​ |  | 1,499 | ​ |  | 1,634
Accretion of fair value purchase accounting adjustments, net | ​ |  | (1,636) | ​ |  | (1,841)
Provision for loan losses | ​ |  | 67 | ​ |  | 3,200
Stock compensation expense | ​ |  | 201 | ​ |  | 110
Deferred income tax expense | ​ |  | 446 | ​ |  | 90
Increase in cash surrender value of bank owned life insurance | ​ |  | (370) | ​ |  | (162)
Net losses from sale of other real estate owned | ​ |  | 151 | ​ |  | 14
Net gains from mortgage banking | ​ |  | (1,139) | ​ |  | (576)
Origination of loans held for sale | ​ |  | (35,229) | ​ |  | (15,195)
Proceeds from sales of loans held for sale | ​ |  | 40,219 | ​ |  | 15,582
Net change in: | ​ |  |  | ​ |  |
Accrued interest receivable | ​ |  | (86) | ​ |  | 35
Accrued interest payable | ​ |  | 367 | ​ |  | 784
Other assets | ​ |  | (1,234) | ​ |  | 685
Other liabilities | ​ |  | 3,078 | ​ |  | 2,010
Net cash provided by operating activities | ​ |  | 16,090 | ​ |  | 9,102
Cash flows from investing activities: | ​ |  |  | ​ |  |
Proceeds from sales of securities available-for-sale | ​ |  | — | ​ |  | 2,115
Proceeds from maturities and calls of securities available-for-sale | ​ |  | 9,097 | ​ |  | 3,250
Proceeds from paydowns of securities available-for-sale | ​ |  | 7,144 | ​ |  | 3,816
Proceeds from sales of other investments | ​ | ​ | 147 | ​ | ​ | —
Purchases of securities available-for-sale | ​ |  | (55,757) | ​ |  | (3,377)
Purchases of other investments | ​ |  | (80) | ​ |  | (507)
Purchases of bank owned life insurance | ​ | ​ | (40,000) | ​ | ​ | —
Net increase in loans | ​ |  | (103,308) | ​ |  | (52,721)
Purchases of premises and equipment | ​ |  | (1,009) | ​ |  | (2,429)
Proceeds from sale of other real estate owned | ​ |  | 98 | ​ |  | 120
Net cash and cash equivalents received from business combination | ​ |  | — | ​ |  | 46,132
Net cash used in investing activities | ​ |  | (183,668) | ​ |  | (3,601)
Cash flows from financing activities: | ​ |  |  | ​ |  |
Net increase in deposits | ​ |  | 243,084 | ​ |  | 22,158
Net increase (decrease) in securities sold under agreements to repurchase | ​ |  | 1,447 | ​ |  | (20)
Proceeds from borrowings | ​ |  | — | ​ |  | 100,000
Repayment borrowings | ​ | ​ | (4) | ​ | ​ | —
Cash dividends paid | ​ |  | (907) | ​ |  | (702)
Issuance of common stock | ​ |  | 147 | ​ |  | 173
Repurchase of common stock | ​ |  | (1,207) | ​ |  | (1,992)
Net cash provided by financing activities | ​ |  | 242,560 | ​ |  | 119,617
Net change in cash and cash equivalents | ​ |  | 74,982 | ​ |  | 125,118
Cash and cash equivalents, beginning of period | ​ |  | 481,719 | ​ |  | 183,971
Cash and cash equivalents, end of period | ​ | $ | 556,701 | ​ | $ | 309,089
Supplemental disclosures of cash flow information: | ​ |  |  | ​ |  |
Cash paid during the period for interest | ​ | $ | 2,665 | ​ | $ | 4,643
Noncash investing and financing activities: | ​ |  |  | ​ |  |
Acquisition of real estate through foreclosure | ​ |  | 14 | ​ |  | 676
Change in goodwill due to acquisitions | ​ |  | 324 | ​ |  | 8,302

​

The accompanying notes are an integral part of the financial statements.

​

​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

Note 1. Presentation of Financial Information

Nature of Business:

SmartFinancial, Inc. (the "Company") is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary, SmartBank (the "Bank"). The Company provides a variety of financial services to individuals and corporate customers through its offices in East and Middle Tennessee, Alabama, and the Florida Panhandle. The Bank’s primary deposit products are noninterest-bearing and interest-bearing demand deposits, savings and money market deposits, and time deposits. Its primary lending products are commercial, residential, and consumer loans.

Basis of Presentation and Accounting Estimates:

The accounting and financial reporting policies of the Company and its wholly-owned subsidiary conform to U.S. generally accepted accounting principles (“GAAP”) and reporting guidelines of banking regulatory authorities and regulators. The accompanying interim consolidated financial statements for the Company and its wholly-owned subsidiary have not been audited. All material intercompany balances and transactions have been eliminated.

In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed assets and deferred taxes, other than temporary impairments of securities, the fair value of financial instruments, goodwill, and the fair value of assets acquired and liabilities assumed in acquisitions. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in the Company’s annual report on Form 10-K for the year ended December 31, 2020.

Recently Issued and Adopted Accounting Pronouncements:

In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. Finally, it clarifies that single-member limited liability companies and similar disregarded entities that are not subject to income tax are not required to recognize an allocation of consolidated income tax expense in their separate financial statements, but they could elect to do so. ASU 2019-12 is effective for interim and annual reporting periods beginning after December 15, 2020. ASU 2019-12 did not have a material impact on the Company’s Consolidated Financial Statements.

Recently Issued Not Yet Effective Accounting Pronouncements:

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements for the year ended December 31, 2020 as filed in its Annual Report on Form 10-K with the Securities and Exchange Commission ("SEC"). The following is a summary of recent authoritative pronouncements issued but not yet effective that could impact the accounting, reporting, and/or disclosure of financial information by the Company.

In October 2019, the Financial Accounting Standards Board approved a delay for the implementation of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The Board decided that the Current Expected Credit Loss (“CECL”) model will be effective for larger Public Business Entities ("PBEs") that are SEC filers, excluding Smaller Reporting Companies ("SRCs") as currently defined by the SEC, for fiscal years beginning after December 15, 2019, and interim

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

periods within those fiscal years. For calendar-year-end companies, this will be January 1, 2020. The determination of whether an entity is an SRC will be based on an entity’s most recent assessment in accordance with SEC regulations and the Company meets the regulations as an SRC. For all other entities, the Board decided that CECL will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all entities, early adoption will continue to be permitted; that is, early adoption is allowed for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (that is, effective January 1, 2019, for calendar-year-end companies). The Company does not plan to adopt this standard early and being that the Company is an SRC, adoption is required for fiscal years beginning after December 15, 2022.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”). It is intended to help stakeholders during the global market-wide reference rate transition period. The Company is implementing a transition plan to identify and modify its loans and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR. The Company is assessing ASU 2020-04 and its impact on the transition away from LIBOR for its loan and other financial instruments.

Operating, Accounting and Reporting Considerations related to COVID-19:

The COVID-19 pandemic has negatively impacted the global economy. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provides an estimated $2.2 trillion to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. Some of the provisions applicable to the Company include, but are not limited to:

| ● | Accounting for Loan Modifications – Section 4013 of the CARES Act provides that a financial institution may elect to suspend (1) the requirements under GAAP for certain loan modifications that would otherwise be categorized as a TDR, and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes. See Note 5 Loans and Allowance for Loan Losses for more information.

| ● | Paycheck Protection Program - The CARES Act established the Paycheck Protection Program (“PPP”), an expansion of the Small Business Administration’s (“SBA”) 7(a) loan program and the Economic Injury Disaster Loan Program (“EIDL”), administered directly by the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021 (“CAA”) was signed into law. The CAA provides several amendments to the PPP, including additional funding for first and second draws of PPP loans up to March 31, 2021. On March 30, 2021, the PPP Extension Act of 2021 was signed into law, which extends the program to May 31, 2021. The Company is a participant in the PPP. See Note 5 Loans and Allowance for Loan Losses for more information.

Also in response to the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the National Credit Union Administration (“NCUA”), the Office of the Comptroller of the Currency (“OCC”), and the Consumer Financial Protection Bureau (“CFPB”), in consultation with the state financial regulators (collectively, the “agencies”) issued a joint interagency statement (issued March 22, 2020; revised statement issued April 7, 2020). Some of the provisions applicable to the Company include, but are not limited to:

| ● | Accounting for Loan Modifications - Loan modifications that do not meet the conditions of the CARES Act may still qualify as a modification that does not need to be accounted for as a TDR. The agencies confirmed with FASB staff 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 TDRs. This includes short-term (e.g., six months) modifications such as

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

|  | payment deferrals, fee waivers, extensions of repayment terms, or insignificant delays in payment. See Note 5 Loans and Allowance for Loan Losses for more information.

| ● | Past Due Reporting - With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with deferrals granted due to COVID-19 as past due because of the deferral. A loan’s payment date is governed by the due date stipulated in the legal agreement. If a financial institution agrees to a payment deferral, these loans would not be considered past due during the period of the deferral.

| ● | Nonaccrual Status and Charge-offs - During short-term COVID-19 modifications, these loans generally should not be reported as nonaccrual or as classified.

The Company began offering short-term loan modifications to assist borrowers during the COVID-19 national emergency. The Company offered deferral options of: 1) three months deferral of payment and then three months of interest only, 2) three months of interest only, 3) three months deferral of payment, 4) six months of interest only. These modifications generally meet the criteria of both Section 4013 of the CARES Act and the joint interagency statement, and therefore, the Company does not account for such loan modifications as TDRs. On August 3, 2020, the Federal Financial Institutions Examination Council on behalf of its members (collectively “the FFIEC members”) issued a joint statement on additional loan accommodations related to COVID-19. The joint statement clarifies that for loan modifications in which Section 4013 is being applied, subsequent modifications could also be eligible under Section 4013. To be eligible, each loan modification must be (1) related to the COVID event; (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. The December 31, 2020 deadline was subsequently extended to January 1, 2022, by the CAA. All of the Company’s loan modifications granted under Section 4013 of the CARES Act are in compliance with the aforementioned FFIEC requirements. Accordingly, the Company does not account for such loan modifications as TDRs.

​

​

Reclassifications:

Certain captions and amounts in the 2020 consolidated financial statements were reclassified to conform to the 2021 financial statement presentation. These reclassifications had no impact on net income or shareholders’ equity as previously reported.

​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

Note 2. Business Combinations

Progressive Financial Inc.

On March 1, 2020, the Company completed the merger of Progressive Financial Group, Inc., a Tennessee corporation (“PFG”), pursuant to an Agreement and Plan of Merger dated October 29, 2019 (the “Merger Agreement”).

In connection with the merger, the Company acquired $301 million of assets and assumed $272 million of liabilities. Pursuant to the Merger Agreement, each outstanding share of Progressive common stock was converted into and cancelled in exchange to the right to receive $474.82 in cash, and 62.3808 shares of SmartFinancial common stock. SmartFinancial issued 1,292,578 shares of SmartFinancial common stock and paid $9.8 million in cash as consideration for the Merger. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $8.8 million, representing the intangible value of Progressive’s business and reputation within the markets it served. None of the goodwill recognized is expected to be deductible for income tax purposes. The Company is amortizing the related core deposit intangible of $1.4 million using the effective yield method over 120 months (10 years), which represents the expected useful life of the asset. The Company also established two intangible assets related to the insurance agency acquired as part of the PFG acquisition; 1.) Customer relationships of $1.1 million, amortizing sum-of-the-years digits over 120 months (10 years), 2.) Tradename of $63 thousand, amortizing straight-line over 60 months (5 years).

The purchased assets and assumed liabilities were recorded at their acquisition date fair values (1) and are summarized in the table below (in thousands).

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Initial | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As recorded |  | Fair value | ​ | Subsequent |  | As recorded
​ | ​ | by PFG | ​ | adjustments | ​ | Adjustments | ​ | by the Company
Assets: |  | ​ |  |  | ​ |  | ​ | ​ | ​ |  | ​ |
Cash & cash equivalents | ​ | $ | 55,971 | ​ | $ | — | ​ | $ | — | ​ | $ | 55,971
Investment securities available-for-sale | ​ |  | 27,054 | ​ |  | 203 | ​ | ​ | — | ​ |  | 27,257
Restricted investments | ​ |  | 692 | ​ |  | — | ​ | ​ | — | ​ |  | 692
Loans | ​ |  | 191,672 | ​ |  | (3,691) | ​ | ​ | — | ​ |  | 187,981
Allowance for loan losses | ​ |  | (2,832) | ​ |  | 2,832 | ​ | ​ | — | ​ |  | —
Premises and equipment, net | ​ |  | 15,681 | ​ |  | (2,919) | ​ | ​ | — | ​ |  | 12,762
Bank owned life insurance | ​ |  | 5,560 | ​ |  | — | ​ | ​ | — | ​ |  | 5,560
Deferred tax asset, net | ​ |  | — | ​ |  | 813 | ​ | ​ | 193 | ​ |  | 1,006
Intangibles | ​ |  | — | ​ |  | 1,370 | ​ | ​ | 1,127 | ​ |  | 2,497
Other real estate owned | ​ |  | 3,695 | ​ |  | (100) | ​ | ​ | (1,862) | ​ |  | 1,733
Interest Receivable | ​ |  | 1,061 | ​ |  | (280) | ​ | ​ | — | ​ |  | 781
Prepaids | ​ |  | 375 | ​ |  | (174) | ​ | ​ | — | ​ |  | 201
Goodwill | ​ |  | 231 | ​ |  | (231) | ​ | ​ | — | ​ |  | —
Other assets | ​ |  | 1,881 | ​ |  | — | ​ | ​ | — | ​ |  | 1,881
Total assets acquired | ​ | $ | 301,041 | ​ | $ | (2,177) | ​ | $ | (542) | ​ | $ | 298,322
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  |
Deposits | ​ | $ | 271,276 | ​ | $ | — | ​ | ​ | — | ​ | $ | 271,276
Time deposit premium | ​ |  | — | ​ |  | 729 | ​ | ​ | — | ​ |  | 729
Payables and other liabilities | ​ |  | 776 | ​ |  | — | ​ | ​ | — | ​ |  | 776
Total liabilities assumed | ​ |  | 272,052 | ​ |  | 729 | ​ |  | — | ​ |  | 272,781
Excess of assets assumed over liabilities assumed | ​ | $ | 28,989 | ​ |  |  | ​ | ​ | ​ | ​ |  |
Aggregate fair value adjustments | ​ |  |  | ​ | $ | (2,906) | ​ | $ | (542) | ​ |  |
Total identifiable net assets | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | 25,541
Consideration transferred: | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  |
Cash | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | 9,838
Common stock issued (1,292,578 shares) | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | 24,547
Total fair value of consideration transferred | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | 34,385
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Goodwill | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ | $ | 8,844

(1) Fair values are preliminary and are subject to refinement for a period of one year after the closing date of an acquisition as information relative to the closing date fair value becomes available.

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The following table presents additional information related to the purchased credit impaired loans (ASC 310-30) of the acquired loan portfolio at the acquisition date (in thousands):

​

​ | ​ | ​ | ​
​ |  | March 1, 2020
Accounted for pursuant to ASC 310-30: |  | ​ |
Contractually required principal and interest | ​ | $ | 21,107
Non-accretable differences | ​ |  | 4,706
Cash flows expected to be collected | ​ |  | 16,401
Accretable yield | ​ |  | 2,515
Fair value | ​ | $ | 13,886

​

​

​

​

Note 3. Earnings Per Share

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding and dilutive common share equivalents using the treasury stock method. Dilutive common share equivalents include common shares issuable upon exercise of outstanding stock options and restricted stock. The effect from the stock options and restricted stock on incremental shares from the assumed conversions for net income per share-basic and net income per share-diluted are presented below. There were no antidilutive shares for the three month period ended March 31, 2021. There were 64 thousand antidilutive shares for the three month period ended March 31, 2020.

​

The following is a summary of the basic and diluted earnings per share computation (dollars in thousands, except per share data):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | March 31,
​ |  | 2021 |  | 2020
Basic earnings per share computation: |  | ​ |  |  | ​ |
Net income available to common shareholders | ​ | $ | 9,756 | ​ | $ | 2,732
Average common shares outstanding – basic | ​ |  | 15,011,573 | ​ |  | 14,395,103
Basic earnings per share | ​ | $ | 0.65 | ​ | $ | 0.19
Diluted earnings per share computation: | ​ |  |  | ​ |  |
Net income available to common shareholders | ​ | $ | 9,756 | ​ | $ | 2,732
Average common shares outstanding – basic | ​ |  | 15,011,573 | ​ |  | 14,395,103
Incremental shares from assumed conversions: | ​ |  |  | ​ |  |
Stock options and restricted stock | ​ |  | 100,374 | ​ |  | 84,568
Average common shares outstanding - diluted | ​ |  | 15,111,947 | ​ |  | 14,479,671
Diluted earnings per common share | ​ | $ | 0.65 | ​ | $ | 0.19

​

​

Note 4. Securities

The amortized cost, gross unrealized gains and losses and fair value of securities available-for-sale are summarized as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021
​ |  | ​ | ​ |  | Gross |  | Gross |  | ​ | ​
​ | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
​ | ​ | Cost | ​ | Gains | ​ | Losses | ​ | Value
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 73,905 | ​ | $ | 41 | ​ | $ | (1,689) | ​ | $ | 72,257
Municipal securities | ​ |  | 88,509 | ​ |  | 1,626 | ​ |  | (6) | ​ |  | 90,129
Other debt securities | ​ |  | 26,019 | ​ |  | 154 | ​ |  | (118) | ​ |  | 26,055
Mortgage-backed securities (GSEs) | ​ |  | 61,294 | ​ |  | 1,354 | ​ |  | (152) | ​ |  | 62,496
Total | ​ | $ | 249,727 | ​ | $ | 3,175 | ​ | $ | (1,965) | ​ | $ | 250,937

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​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2020
​ |  | ​ | ​ |  | Gross |  | Gross |  | ​ | ​
​ | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
​ | ​ | Cost | ​ | Gains | ​ | Losses | ​ | Value
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 30,526 | ​ | $ | 10 | ​ | $ | (6) | ​ | $ | 30,530
Municipal securities | ​ |  | 89,644 | ​ |  | 2,345 | ​ |  | — | ​ |  | 91,989
Other debt securities | ​ |  | 25,019 | ​ |  | 112 | ​ |  | (13) | ​ |  | 25,118
Mortgage-backed securities (GSEs) | ​ |  | 66,425 | ​ |  | 1,754 | ​ |  | (182) | ​ |  | 67,997
Total | ​ | $ | 211,614 | ​ | $ | 4,221 | ​ | $ | (201) | ​ | $ | 215,634

​

At March 31, 2021, and December 31, 2020, securities with a carrying value totaling approximately $117.6 million and $80.2 million, respectively, were pledged to secure public funds and securities sold under agreements to repurchase.

The Company has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair values of available for sale securities. See Note 11 - Derivatives for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

​

Proceeds from sale of securities available for sale, gross gains and gross losses on sales and redemptions for the three months ended March 31, 2021 and 2020 were as follows (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | March 31,
​ | ​ | 2021 |  | 2020
Proceeds from sales | ​ | $ | - | ​ | $ | 2,115
Gross gains | ​ | $ | - | ​ | $ | -
Gross losses | ​ | $ | - | ​ | $ | -
​ | ​ | ​ | ​ | ​ | ​ | ​
Proceeds from maturities and calls | ​ | $ | 9,097 | ​ | $ | 3,250

​

The amortized cost and estimated fair value of securities at March 31, 2021, by contractual maturity for non-mortgage backed securities are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021
​ |  | Amortized |  | Fair
​ | ​ | Cost | ​ | Value
Due in one year or less | ​ | $ | 4,947 | ​ | $ | 4,972
Due from one year to five years | ​ |  | 4,569 | ​ |  | 4,596
Due from five years to ten years | ​ |  | 56,988 | ​ |  | 56,896
Due after ten years | ​ |  | 121,929 | ​ |  | 121,977
​ | ​ |  | 188,433 | ​ |  | 188,441
Mortgage-backed securities | ​ |  | 61,294 | ​ |  | 62,496
Total | ​ | $ | 249,727 | ​ | $ | 250,937

​

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​

The following tables present the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities available-for-sale have been in a continuous unrealized loss position (in thousands):

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021
​ | ​ | Less than 12 Months | ​ | 12 Months or Greater | ​ | Total
​ |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number
​ | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of
​ | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 60,310 | ​ | $ | (1,687) | ​ | 14 | ​ | $ | 585 | ​ | $ | (2) | ​ | 2 | ​ | $ | 60,895 | ​ | $ | (1,689) | ​ | 16
Municipal securities | ​ |  | 1,125 | ​ |  | (6) | ​ | 2 | ​ |  | — | ​ |  | — | ​ | — | ​ |  | 1,125 | ​ |  | (6) | ​ | 2
Other debt securities | ​ |  | 12,882 | ​ |  | (118) | ​ | 6 | ​ |  | — | ​ |  | — | ​ | — | ​ |  | 12,882 | ​ |  | (118) | ​ | 6
Mortgage-backed securities (GSEs) | ​ |  | 2,095 | ​ |  | (2) | ​ | 2 | ​ |  | 11,745 | ​ |  | (150) | ​ | 6 | ​ |  | 13,840 | ​ |  | (152) | ​ | 8
Total | ​ | $ | 76,412 | ​ | $ | (1,813) | ​ | 24 | ​ | $ | 12,330 | ​ | $ | (152) | ​ | 8 | ​ | $ | 88,742 | ​ | $ | (1,965) | ​ | 32
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2020
​ | ​ | Less than 12 Months | ​ | 12 Months or Greater | ​ | Total
​ |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number
​ | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of
​ | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 15,510 | ​ | $ | (5) | ​ | 3 | ​ | $ | 132 | ​ | $ | (1) | ​ | 1 | ​ | $ | 15,642 | ​ | $ | (6) | ​ | 4
Municipal securities | ​ |  | — | ​ |  | — | ​ | — | ​ |  | — | ​ |  | — | ​ | — | ​ |  | — | ​ |  | — | ​ | —
Other debt securities | ​ |  | 1,495 | ​ |  | (5) | ​ | 1 | ​ |  | 977 | ​ |  | (8) | ​ | 1 | ​ |  | 2,472 | ​ |  | (13) | ​ | 2
Mortgage-backed securities (GSEs) | ​ |  | 9,790 | ​ |  | (87) | ​ | 6 | ​ |  | 6,083 | ​ |  | (95) | ​ | 3 | ​ |  | 15,873 | ​ |  | (182) | ​ | 9
Total | ​ | $ | 26,795 | ​ | $ | (97) | ​ | 10 | ​ | $ | 7,192 | ​ | $ | (104) | ​ | 5 | ​ | $ | 33,987 | ​ | $ | (201) | ​ | 15

​

The Company reviews the securities portfolio on a quarterly basis to monitor its exposure to other-than-temporary impairment. A determination as to whether a security’s decline in fair value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors the Company may consider in the other-than-temporary impairment analysis include the length of time and extent to which the security has been in an unrealized loss position, changes in security ratings, financial condition and near-term prospects of the issuer, as well as security and industry specific economic conditions.

Based on this evaluation, the Company concluded that any unrealized losses at March 31, 2021, represented a temporary impairment, as these unrealized losses are primarily attributable to changes in interest rates and current market conditions, and not credit deterioration of the issuers. As of March 31, 2021, the Company does not intend to sell any of the securities, does not expect to be required to sell any of the securities, and expects to recover the entire amortized cost of all of the securities.

The following is the amortized cost and carrying value of other investments (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, | ​ | December 31,
​ |  | 2021 |  | 2020
Federal Reserve Bank stock | ​ | $ | 8,460 |  | $ | 8,606
Federal Home Loan Bank stock | ​ |  | 5,918 |  | ​ | 5,838
First National Bankers Bank stock | ​ |  | 350 |  | ​ | 350
Total | ​ | $ | 14,728 | ​ | $ | 14,794

​

Our restricted investments consist of non-marketable equity securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the

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par value rather than recognizing temporary declines in value. As of March 31, 2021, the Company determined that there was no impairment on its other investments.

​

Note 5. Loans and Allowance for Loan Losses

Portfolio Segmentation:

Major categories of loans are summarized as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021 | ​ | December 31, 2020
​ | ​ | PCI | ​ | All Other | ​ | ​ | ​ | ​ | PCI | ​ | All Other | ​ | ​ | ​
​ |  | Loans1 |  | Loans |  | Total |  | Loans1 |  | Loans |  | Total
Commercial real estate | ​ | $ | 13,877 | ​ | $ | 1,056,764 | ​ | $ | 1,070,641 | ​ | $ | 16,123 | ​ | $ | 996,853 | ​ | $ | 1,012,976
Consumer real estate | ​ |  | 9,597 | ​ |  | 422,889 | ​ |  | 432,486 | ​ |  | 10,258 | ​ |  | 433,672 | ​ |  | 443,930
Construction and land development | ​ |  | 5,350 | ​ |  | 280,623 | ​ |  | 285,973 | ​ |  | 5,348 | ​ |  | 272,727 | ​ |  | 278,075
Commercial and industrial | ​ |  | 303 | ​ |  | 685,707 | ​ |  | 686,010 | ​ |  | 308 | ​ |  | 634,138 | ​ |  | 634,446
Consumer and other | ​ |  | 21 | ​ |  | 11,998 | ​ |  | 12,019 | ​ |  | 27 | ​ |  | 12,789 | ​ |  | 12,816
Total loans | ​ |  | 29,148 | ​ |  | 2,457,981 | ​ |  | 2,487,129 | ​ |  | 32,064 | ​ |  | 2,350,179 | ​ |  | 2,382,243
Less: Allowance for loan losses | ​ |  | (376) | ​ |  | (17,994) | ​ |  | (18,370) | ​ |  | (309) | ​ |  | (18,037) | ​ |  | (18,346)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Loans, net | ​ | $ | 28,772 | ​ | $ | 2,439,987 | ​ | $ | 2,468,759 | ​ | $ | 31,755 | ​ | $ | 2,332,142 | ​ | $ | 2,363,897

1 Purchased Credit Impaired loans (“PCI loans”) are loans with evidence of credit deterioration at purchase.

​

For purposes of the disclosures required pursuant to the adoption of ASC 310, the loan portfolio was disaggregated into segments. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. There are five loan portfolio segments that include commercial real estate, consumer real estate, construction and land development, commercial and industrial, and consumer and other.

As previously mentioned in Note 1 – Presentation of Financial Information, the CARES Act established the PPP, administered directly by the SBA. The PPP provides loans of up to $10 million to small businesses who were affected by economic conditions as a result of COVID-19 to provide cash-flow assistance to employers who maintain their payroll (including healthcare and certain related expenses), mortgage interest, rent, leases, utilities and interest on existing debt during the COVID-19 emergency. PPP loans carry an interest rate of one percent, and a maturity of two or five years. These loans are fully guaranteed by the SBA and are not included in the Company’s loan loss allowance calculations. The loans may be eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan is made as long as certain conditions are met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA will be repaid by the SBA to the Company. The SBA pays the Company fees for processing PPP loans and the fees are accounted for as loan origination fees and recognized over the contractual loan term as a yield adjustment on the loans. At March 31, 2021, the net deferred fees outstanding for the 2020 PPP loans is $1.9 million and $5.4 million for the 2021 PPP loans, respectively. PPP loans are included in the Commercial and Industrial loan class. As of March 31, 2021, the Company had 3,710 PPP loans outstanding, with an outstanding principal balance of $338.3 million and as of December 31, 2020, the Company had 2,863 PPP loans outstanding, with an outstanding principal balance of $288.9 million.

​

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The composition of loans by loan classification for impaired and performing loan status is summarized in the tables below (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Commercial | ​ | Consumer | ​ | and Land | ​ | and | ​ | Consumer | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Real Estate | ​ | Development | ​ | Industrial | ​ | and Other | ​ | Total
March 31, 2021: | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Performing loans |  | $ | 1,053,610 | ​ | $ | 420,419 | ​ | $ | 280,623 | ​ | $ | 685,598 | ​ | $ | 11,998 | ​ | $ | 2,452,248
Impaired loans | ​ |  | 3,154 | ​ |  | 2,470 | ​ |  | — | ​ |  | 109 | ​ |  | — | ​ |  | 5,733
​ | ​ |  | 1,056,764 | ​ |  | 422,889 | ​ |  | 280,623 | ​ |  | 685,707 | ​ |  | 11,998 | ​ |  | 2,457,981
PCI loans | ​ |  | 13,877 | ​ |  | 9,597 | ​ |  | 5,350 | ​ |  | 303 | ​ |  | 21 | ​ |  | 29,148
Total loans | ​ | $ | 1,070,641 | ​ | $ | 432,486 | ​ | $ | 285,973 | ​ | $ | 686,010 | ​ | $ | 12,019 | ​ | $ | 2,487,129
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020: |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Performing loans |  | $ | 992,982 | ​ | $ | 432,356 | ​ | $ | 272,727 | ​ | $ | 633,992 | ​ | $ | 12,789 | ​ | $ | 2,344,846
Impaired loans | ​ |  | 3,871 | ​ |  | 1,316 | ​ |  | — | ​ |  | 146 | ​ |  | — | ​ |  | 5,333
​ | ​ |  | 996,853 | ​ |  | 433,672 | ​ |  | 272,727 | ​ |  | 634,138 | ​ |  | 12,789 | ​ |  | 2,350,179
PCI loans | ​ |  | 16,123 | ​ |  | 10,258 | ​ |  | 5,348 | ​ |  | 308 | ​ |  | 27 | ​ |  | 32,064
Total loans | ​ | $ | 1,012,976 | ​ | $ | 443,930 | ​ | $ | 278,075 | ​ | $ | 634,446 | ​ | $ | 12,816 | ​ | $ | 2,382,243

​

The following tables show the allowance for loan losses allocation by loan classification for impaired, PCI, and performing loans (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Construction | ​ | Commercial | ​ | Consumer | ​ | ​ | ​
​ | ​ | Commercial | ​ | Consumer | ​ | and Land | ​ | and | ​ | and | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Real Estate | ​ | Development | ​ | Industrial | ​ | Other | ​ | Total
March 31, 2021: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performing loans |  | $ | 7,386 |  | $ | 3,018 |  | $ | 1,968 |  | $ | 5,022 |  | $ | 108 |  | $ | 17,502
Impaired loans | ​ |  | 251 | ​ |  | 132 | ​ |  | — | ​ |  | 109 | ​ |  | — | ​ |  | 492
​ | ​ |  | 7,637 | ​ |  | 3,150 | ​ |  | 1,968 | ​ |  | 5,131 | ​ |  | 108 | ​ |  | 17,994
PCI loans | ​ |  | — | ​ |  | 158 | ​ |  | — | ​ |  | 216 | ​ |  | 2 | ​ |  | 376
Total loans | ​ | $ | 7,637 | ​ | $ | 3,308 | ​ | $ | 1,968 | ​ | $ | 5,347 | ​ | $ | 110 | ​ | $ | 18,370
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performing loans |  | $ | 7,579 |  | $ | 3,267 |  | $ | 2,076 |  | $ | 4,768 |  | $ | 110 |  | $ | 17,800
Impaired loans | ​ |  | — | ​ |  | 116 | ​ |  | — | ​ |  | 121 | ​ |  | — | ​ |  | 237
​ | ​ |  | 7,579 | ​ |  | 3,383 | ​ |  | 2,076 | ​ |  | 4,889 | ​ |  | 110 | ​ |  | 18,037
PCI loans | ​ |  | — | ​ |  | 88 | ​ |  | — | ​ |  | 218 | ​ |  | 3 | ​ |  | 309
Total loans | ​ | $ | 7,579 | ​ | $ | 3,471 | ​ | $ | 2,076 | ​ | $ | 5,107 | ​ | $ | 113 | ​ | $ | 18,346

​

The following tables detail the changes in the allowance for loan losses by loan classification (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31, 2021
​ | ​ | ​ | ​ | ​ | Consumer | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Commercial | ​ | Real | ​ | and Land | ​ | and | ​ | Consumer | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Estate |  | Development | ​ | Industrial | ​ | and Other | ​ | Total
Beginning balance |  | $ | 7,579 |  | $ | 3,471 |  | $ | 2,076 |  | $ | 5,107 |  | $ | 113 |  | $ | 18,346
Charged-off loans | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (120) | ​ |  | (120)
Recoveries of charge-offs | ​ |  | 3 | ​ |  | 16 | ​ |  | — | ​ |  | 3 | ​ |  | 55 | ​ |  | 77
Provision charged to expense | ​ |  | 55 | ​ |  | (179) | ​ |  | (108) | ​ |  | 237 | ​ |  | 62 | ​ |  | 67
Ending balance | ​ | $ | 7,637 | ​ | $ | 3,308 | ​ | $ | 1,968 | ​ | $ | 5,347 | ​ | $ | 110 | ​ | $ | 18,370

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​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31, 2020
​ | ​ | ​ | ​ | ​ | Consumer | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Commercial | ​ | Real | ​ | and Land | ​ | and | ​ | Consumer | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Estate |  | Development | ​ | Industrial | ​ | and Other | ​ | Total
Beginning balance |  | $ | 4,508 |  | $ | 2,576 |  | $ | 1,127 |  | $ | 1,957 |  | $ | 75 |  | $ | 10,243
Charged-off loans | ​ |  | — | ​ |  | (2) | ​ |  | — | ​ |  | (8) | ​ |  | (76) | ​ |  | (86)
Recoveries of charge-offs | ​ |  | 2 | ​ |  | 6 | ​ |  | 2 | ​ |  | 42 | ​ |  | 22 | ​ |  | 74
Provision charged to expense | ​ |  | 1,453 | ​ |  | 721 | ​ |  | 355 | ​ |  | 566 | ​ |  | 105 | ​ |  | 3,200
Ending balance | ​ | $ | 5,963 | ​ | $ | 3,301 | ​ | $ | 1,484 | ​ | $ | 2,557 | ​ | $ | 126 | ​ | $ | 13,431

​

We maintain the allowance at a level that we deem appropriate to adequately cover the probable losses inherent in the loan portfolio. Our provision for loan losses for the three months ended March 31, 2021, is $67 thousand compared to $3.2 million in the same period of 2020, a decrease of $3.1 million. As of March 31, 2021, and December 31, 2020, our allowance for loan losses was $18.4 million and $18.3 million, respectively, which we deemed to be adequate at each of the respective dates. Our allowance for loan loss as a percentage of total loans was 0.74% at March 31, 2021 and 0.77% at December 31, 2020.

​

The following tables outline the amount of each loan classification and the amount categorized into each risk rating (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Commercial | ​ | Consumer | ​ | and Land | ​ | and | ​ | Consumer | ​ | ​ | ​
Non PCI Loans: | ​ | Real Estate | ​ | Real Estate |  | Development | ​ | Industrial | ​ | and Other | ​ | Total
Pass |  | $ | 1,011,291 |  | $ | 418,604 |  | $ | 280,299 |  | $ | 680,635 |  | $ | 11,908 |  | $ | 2,402,737
Watch | ​ |  | 38,170 | ​ |  | 1,234 | ​ |  | 245 | ​ |  | 4,489 | ​ |  | 52 | ​ |  | 44,190
Special mention | ​ |  | 3,922 | ​ |  | 44 | ​ |  | — | ​ |  | 297 | ​ |  | — | ​ |  | 4,263
Substandard | ​ |  | 3,381 | ​ |  | 3,007 | ​ |  | 79 | ​ |  | 238 | ​ |  | 38 | ​ |  | 6,743
Doubtful | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 48 | ​ |  | — | ​ |  | 48
Total | ​ | ​ | 1,056,764 | ​ | ​ | 422,889 | ​ | ​ | 280,623 | ​ | ​ | 685,707 | ​ | ​ | 11,998 | ​ | ​ | 2,457,981
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
PCI Loans: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass |  | ​ | 11,088 |  | ​ | 8,173 |  | ​ | 1,430 |  | ​ | 257 |  | ​ | 20 |  | ​ | 20,968
Watch | ​ |  | 1,592 | ​ |  | 206 | ​ |  | 3,405 | ​ |  | — | ​ |  | 1 | ​ |  | 5,204
Special mention | ​ |  | 17 | ​ |  | 58 | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 75
Substandard | ​ |  | 1,180 | ​ |  | 1,160 | ​ |  | 515 | ​ |  | 46 | ​ |  | — | ​ |  | 2,901
Doubtful | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Total | ​ | ​ | 13,877 | ​ | ​ | 9,597 | ​ | ​ | 5,350 | ​ | ​ | 303 | ​ | ​ | 21 | ​ | ​ | 29,148
Total loans | ​ | $ | 1,070,641 | ​ | $ | 432,486 | ​ | $ | 285,973 | ​ | $ | 686,010 | ​ | $ | 12,019 | ​ | $ | 2,487,129

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2020
​ | ​ | ​ | ​ | ​ | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​
​ | ​ | Commercial | ​ | Consumer | ​ | and Land | ​ | and | ​ | Consumer | ​ | ​ | ​
Non PCI Loans: | ​ | Real Estate | ​ | Real Estate |  | Development | ​ | Industrial | ​ | and Other | ​ | Total
Pass |  | $ | 922,153 |  | $ | 417,302 |  | $ | 269,350 |  | $ | 625,836 |  | $ | 12,622 |  | $ | 2,247,263
Watch | ​ |  | 66,287 | ​ |  | 14,218 | ​ |  | 3,296 | ​ |  | 7,673 | ​ |  | 137 | ​ |  | 91,611
Special mention | ​ |  | 4,446 | ​ |  | 46 | ​ |  | — | ​ |  | 320 | ​ |  | — | ​ |  | 4,812
Substandard | ​ |  | 3,967 | ​ |  | 2,020 | ​ |  | 81 | ​ |  | 261 | ​ |  | 30 | ​ |  | 6,359
Doubtful | ​ |  | — | ​ |  | 86 | ​ |  | — | ​ |  | 48 | ​ |  | — | ​ |  | 134
Total | ​ | ​ | 996,853 | ​ | ​ | 433,672 | ​ | ​ | 272,727 | ​ | ​ | 634,138 | ​ | ​ | 12,789 | ​ | ​ | 2,350,179
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
PCI Loans: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass |  | ​ | 11,072 |  | ​ | 8,382 |  | ​ | 1,008 |  | ​ | 262 |  | ​ | 25 |  | ​ | 20,749
Watch | ​ |  | 3,381 | ​ |  | 224 | ​ |  | 3,820 | ​ |  | — | ​ |  | 2 | ​ |  | 7,427
Special mention | ​ |  | 19 | ​ |  | 57 | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 76
Substandard | ​ |  | 1,651 | ​ |  | 1,595 | ​ |  | 520 | ​ |  | 46 | ​ |  | — | ​ |  | 3,812
Doubtful | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Total | ​ | ​ | 16,123 | ​ | ​ | 10,258 | ​ | ​ | 5,348 | ​ | ​ | 308 | ​ | ​ | 27 | ​ | ​ | 32,064
Total loans | ​ | $ | 1,012,976 | ​ | $ | 443,930 | ​ | $ | 278,075 | ​ | $ | 634,446 | ​ | $ | 12,816 | ​ | $ | 2,382,243

​

Past Due Loans:

A loan is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan agreement. Generally, management places a loan on nonaccrual when there is a clear indicator that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due.

The following tables present an aging analysis of our loan portfolio (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021
​ |  | 30-60 Days |  | 61-89 Days |  | Past Due 90 |  | ​ | ​ |  | Total |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
​ |  | Past Due and |  | Past Due and |  | Days or More | ​ | ​ | ​ |  | Past Due and |  | PCI |  | Current |  | Total
​ |  | Accruing |  | Accruing |  | and Accruing | ​ | Nonaccrual | ​ | Nonaccrual | ​ | Loans | ​ | Loans | ​ | Loans
Commercial real estate | ​ | $ | 565 | ​ | $ | — | ​ | $ | 1,495 | ​ | $ | 3,155 | ​ | $ | 5,215 | ​ | $ | 13,877 | ​ | $ | 1,051,549 | ​ | $ | 1,070,641
Consumer real estate | ​ |  | 968 | ​ |  | 1,336 | ​ |  | — | ​ |  | 1,481 | ​ |  | 3,785 | ​ |  | 9,597 | ​ |  | 419,104 | ​ |  | 432,486
Construction and land development | ​ |  | 643 | ​ |  | — | ​ |  | — | ​ |  | 11 | ​ |  | 654 | ​ |  | 5,350 | ​ |  | 279,969 | ​ |  | 285,973
Commercial and industrial | ​ |  | 666 | ​ |  | 12 | ​ |  | — | ​ |  | 60 | ​ |  | 738 | ​ |  | 303 | ​ |  | 684,969 | ​ |  | 686,010
Consumer and other | ​ |  | 3 | ​ |  | — | ​ |  | — | ​ |  | 32 | ​ |  | 35 | ​ |  | 21 | ​ |  | 11,963 | ​ |  | 12,019
Total | ​ | $ | 2,845 | ​ | $ | 1,348 | ​ | $ | 1,495 | ​ | $ | 4,739 | ​ | $ | 10,427 | ​ | $ | 29,148 | ​ | $ | 2,447,554 | ​ | $ | 2,487,129

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2020
​ |  | 30-60 Days |  | 61-89 Days |  | Past Due 90 |  | ​ | ​ |  | Total |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
​ |  | Past Due and |  | Past Due and |  | Days or More | ​ | ​ | ​ |  | Past Due and |  | PCI |  | Current |  | Total
​ |  | Accruing |  | Accruing |  | and Accruing | ​ | Nonaccrual | ​ | Nonaccrual | ​ | Loans | ​ | Loans | ​ | Loans
Commercial real estate | ​ | $ | 134 | ​ | $ | — | ​ | $ | 67 | ​ | $ | 3,740 | ​ | $ | 3,941 | ​ | $ | 16,123 | ​ | $ | 992,912 | ​ | $ | 1,012,976
Consumer real estate | ​ |  | 1,916 | ​ |  | 51 | ​ |  | 82 | ​ |  | 1,823 | ​ |  | 3,872 | ​ |  | 10,258 | ​ |  | 429,800 | ​ |  | 443,930
Construction and land development | ​ |  | 245 | ​ |  | — | ​ |  | — | ​ |  | 12 | ​ |  | 257 | ​ |  | 5,348 | ​ |  | 272,470 | ​ |  | 278,075
Commercial and industrial | ​ |  | 12 | ​ |  | 76 | ​ |  | — | ​ |  | 36 | ​ |  | 124 | ​ |  | 308 | ​ |  | 634,014 | ​ |  | 634,446
Consumer and other | ​ |  | 14 | ​ |  | 5 | ​ |  | — | ​ |  | 22 | ​ |  | 41 | ​ |  | 27 | ​ |  | 12,748 | ​ |  | 12,816
Total | ​ | $ | 2,321 | ​ | $ | 132 | ​ | $ | 149 | ​ | $ | 5,633 | ​ | $ | 8,235 | ​ | $ | 32,064 | ​ | $ | 2,341,944 | ​ | $ | 2,382,243

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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Impaired Loans:

The following is an analysis of the impaired loan portfolio, including PCI loans, detailing the related allowance recorded (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, 2021 |  | December 31, 2020
​ |  | ​ | ​ |  | Unpaid |  | ​ | ​ |  | ​ | ​ |  | Unpaid |  | ​ | ​
​ |  | Recorded |  | Principal |  | Related |  | Recorded |  | Principal |  | Related
​ | ​ | Investment |  | Balance | ​ | Allowance | ​ | Investment |  | Balance | ​ | Allowance
Impaired loans without a valuation allowance: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Commercial real estate | ​ | $ | 130 | ​ | $ | 130 | ​ | $ | — | ​ | $ | 3,871 | ​ | $ | 3,872 | ​ | $ | —
Consumer real estate | ​ |  | 1,880 | ​ |  | 1,882 | ​ |  | — | ​ |  | 888 | ​ |  | 888 | ​ |  | —
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Commercial and industrial | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ |  | 2,010 | ​ |  | 2,012 | ​ |  | — | ​ |  | 4,759 | ​ |  | 4,760 | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Impaired loans with a valuation allowance: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Commercial real estate | ​ |  | 3,155 | ​ |  | 3,155 | ​ |  | 251 | ​ |  | — | ​ |  | — | ​ |  | —
Consumer real estate | ​ |  | 459 | ​ |  | 462 | ​ |  | 132 | ​ |  | 428 | ​ |  | 428 | ​ |  | 116
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Commercial and industrial | ​ |  | 109 | ​ |  | 109 | ​ |  | 109 | ​ |  | 146 | ​ |  | 146 | ​ |  | 121
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ |  | 3,723 | ​ |  | 3,726 | ​ |  | 492 | ​ |  | 574 | ​ |  | 574 | ​ |  | 237
PCI loans: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Commercial real estate | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Consumer real estate | ​ |  | 1,210 | ​ |  | 1,347 | ​ |  | 158 | ​ |  | 1,827 | ​ |  | 2,086 | ​ |  | 88
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Commercial and industrial | ​ |  | 266 | ​ |  | 233 | ​ |  | 216 | ​ |  | 270 | ​ |  | 234 | ​ |  | 218
Consumer and other | ​ |  | 17 | ​ |  | 16 | ​ |  | 2 | ​ |  | 21 | ​ |  | 20 | ​ |  | 3
​ | ​ |  | 1,493 | ​ |  | 1,596 | ​ |  | 376 | ​ |  | 2,118 | ​ |  | 2,340 | ​ |  | 309
Total impaired loans | ​ | $ | 7,226 | ​ | $ | 7,334 | ​ | $ | 868 | ​ | $ | 7,451 | ​ | $ | 7,674 | ​ | $ | 546

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended March 31,
​ | ​ | 2021 | ​ | 2020
​ |  | Average |  | Interest |  | Average |  | Interest
​ |  | Recorded |  | Income |  | Recorded |  | Income
​ | ​ | Investment | ​ | Recognized |  | Investment |  | Recognized
Impaired loans without a valuation allowance: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Commercial real estate | ​ | $ | 2,001 | ​ | $ | 1 | ​ | $ | 196 | ​ | $ | 3
Consumer real estate | ​ |  | 1,384 | ​ |  | 12 | ​ |  | 550 | ​ |  | 4
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | 577 | ​ |  | —
Commercial and industrial | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ |  | 3,385 | ​ |  | 13 | ​ |  | 1,323 | ​ |  | 7
Impaired loans with a valuation allowance: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Commercial real estate | ​ |  | 1,577 | ​ |  | 102 | ​ |  | 198 | ​ |  | 2
Consumer real estate | ​ |  | 444 | ​ |  | 5 | ​ |  | 984 | ​ |  | 9
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Commercial and industrial | ​ |  | 128 | ​ |  | 2 | ​ |  | 159 | ​ |  | 2
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
​ | ​ |  | 2,149 | ​ |  | 109 | ​ |  | 1,341 | ​ |  | 13
PCI loans: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Commercial real estate | ​ |  | — | ​ |  | — | ​ |  | 964 | ​ |  | 1
Consumer real estate | ​ |  | 1,215 | ​ |  | 22 | ​ |  | 456 | ​ |  | 1
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | 231 | ​ |  | —
Commercial and industrial | ​ |  | 268 | ​ |  | 1 | ​ |  | 355 | ​ |  | —
Consumer real estate | ​ |  | 19 | ​ |  | — | ​ |  | 11 | ​ |  | —
​ | ​ |  | 1,502 | ​ |  | 23 | ​ |  | 2,017 | ​ |  | 2
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total impaired loans | ​ | $ | 7,036 | ​ | $ | 145 | ​ | $ | 4,681 | ​ | $ | 22

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​

Troubled Debt Restructurings:

At March 31, 2021, and December 31, 2020, impaired loans included loans that were classified as TDRs. The restructuring of a loan is considered a TDR if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession.

In assessing whether or not a borrower is experiencing financial difficulties, the Company considers information currently available regarding the financial condition of the borrower. This information includes, but is not limited to, whether (i) the debtor is currently in payment default on any of its debt; (ii) a payment default is probable in the foreseeable future without the modification; (iii) the debtor has declared or is in the process of declaring bankruptcy; and (iv) the debtor’s projected cash flow is sufficient to satisfy contractual payments due under the original terms of the loan without a modification.

The Company considers all aspects of the modification to loan terms to determine whether or not a concession has been granted to the borrower. Key factors considered by the Company include the debtor’s ability to access funds at a market rate for debt with similar risk characteristics, the significance of the modification relative to unpaid principal balance or collateral value of the debt, and the significance of a delay in the timing of payments relative to the original contractual terms of the loan.

The most common concessions granted by the Company generally include one or more modifications to the terms of the debt, such as (i) a reduction in the interest rate for the remaining life of the debt; (ii) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk; (iii) a temporary period of interest-only payments; and (iv) a reduction in the contractual payment amount for either a short period or remaining term of the loan.

As of March 31, 2021, and December 31, 2020, management had approximately $250 thousand and $257 thousand, respectively, in loans that met the criteria for TDR, none of which were on nonaccrual. A loan is placed back on accrual status when both principal and interest are current and it is probable that the Company will be able to collect all amounts due (both principal and interest) according to the terms of the loan agreement.

There were no loans that were modified as a TDR during the three month period ended March 31, 2021, and one loan that was modified during the three month period ended March 31, 2020. There were no loans that were modified as TDRs during the past three months and for which there was a subsequent payment default.

The Company began offering short-term loan modifications to assist borrowers during the COVID-19 national emergency. The Coronavirus Aid Relief and Economic Security (“CARES”) Act along with a joint agency statement issued by banking agencies, provides that short-term modifications made in response to COVID-19 does not need to be accounted for as a TDR. Accordingly, the Company does not account for such loan modifications as TDRs. See Note 1 Presentation of Financial Information for more information. At March 31, 2021, the Company had 10 loans remaining under COVID-19 modifications that amounted to $1.7 million, or 0.07% of the total loans outstanding.

Foreclosure Proceedings and Balances:

As of March 31, 2021, there was no residential property secured by real estate included in other real estate owned and there were three residential real estate loans totaling $448 thousand in the process of foreclosure.

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Purchased Credit Impaired Loans:

The Company has acquired loans where 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 are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | December 31,
​ |  | 2021 |  | 2020
Commercial real estate | ​ | $ | 21,221 | ​ | $ | 23,787
Consumer real estate | ​ |  | 12,011 | ​ |  | 12,692
Construction and land development | ​ |  | 968 | ​ |  | 1,812
Commercial and industrial | ​ |  | 6,463 | ​ |  | 6,521
Consumer and other | ​ |  | 122 | ​ |  | 161
Total loans | ​ |  | 40,785 | ​ |  | 44,973
Less: Remaining purchase discount | ​ |  | (11,637) | ​ |  | (12,909)
Total loans, net of purchase discount | ​ |  | 29,148 | ​ |  | 32,064
Less: Allowance for loan losses | ​ |  | (376) | ​ |  | (309)
Carrying amount, net of allowance | ​ | $ | 28,772 | ​ | $ | 31,755

​

Activity related to the accretable yield on loans acquired with deteriorated credit quality is as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | March 31,
​ |  | 2021 |  | 2020
Accretable yield, beginning of period | ​ | $ | 16,889 | ​ | $ | 8,454
Additions | ​ |  | — | ​ |  | 2,515
Accretion income | ​ |  | (1,931) | ​ |  | (2,077)
Reclassification | ​ |  | 337 | ​ |  | 1,916
Other changes, net | ​ |  | (590) | ​ |  | 171
Accretable yield, end of period | ​ | $ | 14,705 | ​ | $ | 10,979

​

​

Note 6. Goodwill and Intangible Assets

In accordance with FASB ASC 350, Goodwill and Other, regarding testing goodwill for impairment provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs its annual goodwill impairment test as of December 31 of each year. Considering the recent economic conditions resulting from the COVID-19 pandemic the Company performed a Step 1 goodwill impairment test (which compares the fair value of a reporting unit with its carrying amount, including goodwill) at December 31, 2020, the results indicated that there was no impairment. Management will continue to evaluate the economic conditions at future reporting periods for applicable changes.

The Company’s other intangible assets consist of core deposit intangibles, insurance agency customer relationships and insurance agency tradename. They are initially recognized based on a valuation performed as of the consummation date. The core deposit intangible is amortized over the average remaining life of the acquired customer deposits, the insurance agency customer relationships are amortized over ten years and the insurance agency tradename is amortized over five years.

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​

The carrying amount of goodwill and other intangible assets as of the dates indicated is summarized below (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | December 31,
​ | ​ | 2021 | ​ | 2020
Goodwill: |  | ​ |  |  | ​ |
Balance, beginning of period | ​ | $ | 74,135 | ​ | $ | 65,614
Acquisition of PFG | ​ |  | 323 | ​ |  | 8,521
Balance, end of the period | ​ | $ | 74,458 | ​ | $ | 74,135

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Core Deposit |  | Insurance Agency |  | Insurance Agency | ​ | ​ |
Amortized other intangible assets: | ​ | Intangibles | ​ | Customer Relationships | ​ | Tradename | ​ | Total | ​
Beginning balance January 1, 2021, gross | ​ | $ | 15,920 | ​ | $ | 1,064 | ​ | $ | 63 | ​ | $ | 17,047 | ​
Less: accumulated amortization | ​ | ​ | (4,935) | ​ | ​ | (206) | ​ | ​ | (14) | ​ | ​ | (5,155) | ​
Balance, March 31, 2021, other intangible assets, net | ​ | $ | 10,985 | ​ | $ | 858 | ​ | $ | 49 | ​ | $ | 11,892 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance January 1, 2020 | ​ | $ | 14,550 | ​ | $ | - | ​ | $ | - | ​ | $ | 14,550 | ​
Acquisition of PFG | ​ | ​ | 1,370 | ​ | ​ | 1,064 | ​ | ​ | 63 | ​ | ​ | 2,497 | ​
Balance, December 31, 2020, other intangible assets, gross | ​ | ​ | 15,920 | ​ | ​ | 1,064 | ​ | ​ | 63 | ​ | ​ | 17,047 | ​
Less: accumulated amortization | ​ | ​ | (4,540) | ​ | ​ | (161) | ​ | ​ | (10) | ​ | ​ | (4,711) | ​
Balance, December 31, 2020, other intangible assets, net | ​ | $ | 11,380 | ​ | $ | 903 | ​ | $ | 53 | ​ | $ | 12,336 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

The aggregate amortization of core deposit intangibles expense for the three month periods ended March 31, 2021 and 2020, was $397 thousand and $362 thousand, respectively.

The estimated aggregate amortization expense for future periods for core deposit intangibles is as follows (in thousands):

​

​ | ​ | ​ | ​
Remainder of 2021 |  | $ | 1,316
2022 | ​ |  | 1,697
2023 | ​ |  | 1,636
2024 | ​ |  | 1,588
2025 | ​ | ​ | 1,531
Thereafter | ​ |  | 4,124
Total | ​ | $ | 11,892

​

​

Note 7. Borrowings and Line of Credit

Borrowings:

At March 31, 2021, total borrowings were $82.6 million compared to $81.2 million at December 31, 2020. Borrowings consist of the following (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, | ​ | December 31,
​ | ​ | 2021 | ​ | 2020
Securities sold under customer repurchase agreements |  | $ | 7,250 | ​ | $ | 5,803
FHLB borrowings | ​ | ​ | 75,000 | ​ | ​ | 75,000
Other borrowings | ​ | ​ | 392 | ​ | ​ | 396
Total |  | $ | 82,642 | ​ | $ | 81,199

​

Securities Sold Under Agreements to Repurchase:

At March 31, 2021 and December 31, 2020, the Company had securities sold under agreements to repurchase of $7.3 million and $5.8 million, respectively, with commercial checking customers which were secured by government agency securities. The carrying value of investment securities pledged as collateral under repurchase agreements was $6.8 million and $7.6 million at March 31, 2021 and December 31, 2020, respectively.

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Line of Credit:

The Company has a Loan and Security Agreement and revolving note with ServisFirst Bank, pursuant to which ServisFirst Bank has made a $25.0 million revolving line of credit available to the Company. The maturity of the line of credit is September 24, 2021. At March 31, 2021, there was no outstanding balance under the line of credit, and the entire amount of the line of credit remained available to the Company.

​

Note 8. Employee Benefit Plans

401(k) Plan:

The Company provides a deferred salary reduction plan (“Plan”) under Section 401(k) of the Internal Revenue Code covering substantially all employees. After 90 days of service the Company matches 100% of employee contributions up to 3% of compensation and 50% of employee contributions on the next 2% of compensation. The Company’s contribution to the Plan for the three month periods ending March 31, 2021 and 2020, respectively, was $288 thousand and $251 thousand.

Equity Incentive Plans:

The Compensation Committee of the Company’s Board of Directors may grant or award eligible participants stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards or any combination of awards (collectively referred to herein as "Rights"). At March 31, 2021, the Company had one active equity incentive plan available for future grants, the 2015 Stock Incentive Plan, which had 21,886 rights issued and 1,834,427 Rights available for future grants or awards.

In addition, the Company has 19,250 Rights issued from the Cornerstone Bancshares, Inc. 2002 Long Term Incentive Plan, 40,250 Rights issued from the Cornerstone Non-Qualified Plan Options, and 2,266 Rights issued from the Capstone Stock Option Plan. These plans do not have any Rights available for future grants or awards.

Stock Options:

A summary of the status of stock option plans is presented in the following table:

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Exercisable
​ | ​ | Number | ​ | Price
Outstanding at December 31, 2020 |  | 99,617 | ​ | $ | 10.19
Granted |  | — | ​ |  | —
Exercised |  | (15,965) | ​ |  | 9.24
Forfeited |  | — | ​ |  | —
Outstanding at March 31, 2021 |  | 83,652 | ​ | $ | 10.37

​

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

The Company did not recognize any stock option-based compensation expense during the three months ended March 31, 2021 and 2020, respectively, as all stock options issued are fully vested.

Information pertaining to stock options outstanding at March 31, 2021, is as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Options Outstanding | ​ | Options Exercisable
​ | ​ |  | ​ |  | Weighted- |  | ​ | ​ |  | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | Average | ​ | Weighted- | ​ | ​ | ​ | Weighted-
​ | ​ | ​ | ​ | ​ | Remaining | ​ | Average | ​ | ​ | ​ | Average
Exercise | ​ | Number | ​ | Contractual | ​ | Exercise | ​ | Number | ​ | Exercise
Prices | ​ | Outstanding | ​ | Life | ​ | Price | ​ | Exercisable | ​ | Price
$ | 6.60 |  | 19,250 |  | 0.95 years | ​ | $ | 6.60 |  | 19,250 | ​ | $ | 6.60
​ | 9.48 |  | 18,000 |  | 1.95 years | ​ |  | 9.48 |  | 18,000 | ​ |  | 9.48
​ | 9.60 |  | 22,250 |  | 2.75 years | ​ |  | 9.60 |  | 22,250 | ​ |  | 9.60
​ | 11.76 |  | 2,266 |  | 1.25 years | ​ |  | 11.76 |  | 2,266 | ​ |  | 11.76
​ | 15.05 |  | 21,886 |  | 4.28 years | ​ |  | 15.05 |  | 21,886 | ​ |  | 15.05
Outstanding, end of period |  | 83,652 |  | 2.52 years | ​ | $ | 10.37 | ​ | 83,652 | ​ | $ | 10.37

​

The intrinsic value of options exercised during the three month periods ended March 31, 2021 and 2020, was $192 thousand and $65 thousand, respectively. The aggregate intrinsic value of total options outstanding and exercisable options at March 31, 2021, was $944 thousand. Cash received from options exercised under all share-based payment arrangements for the three month period ended March 31, 2021 was $147 thousand.

No options vested during the periods ended March 31, 2021, and 2020, respectively. The income tax expense/benefit recognized for the exercise of options during the three months ended March 31, 2021 and 2020, was a benefit of $1 thousand and $23 thousand, respectively.

As of March 31, 2021, all options were fully vested and currently no future compensation cost will be recognized related to nonvested stock-based compensation arrangements granted under the Plans.

Restricted Stock Awards:

A summary of the activity of the Company’s unvested restricted stock awards for the period ended March 31, 2021 is presented below:

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant-Date
​ | ​ | Number | ​ | Fair Value
Balance at December 31, 2020 |  | 100,218 | ​ | $ | 19.07
Granted |  | 48,967 | ​ |  | 20.08
Vested |  | (3,918) | ​ |  | 22.44
Forfeited/expired |  | — | ​ |  | —
Balance at March 31, 2021 |  | 145,267 | ​ | $ | 19.32

​

The Company measures the fair value of restricted stock awards based on the price of the Company’s common stock on the grant date, and compensation expense is recorded over the vesting period. The compensation expense for restricted stock awards during the three months ended March 31, 2021 and 2020, was $201 thousand and $110 thousand, respectively. As of March 31, 2021, there was $1.8 million, respectively, of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan. The cost is expected to be recognized over a weighted average period of 3.19 years. The grant-date fair value of restricted stock awards vested was $88 thousand for the period ended March 31, 2021.

​

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​

Stock Appreciation Rights ("SARs"):

A summary of the status of SARs plans is presented in the following table:

​

​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted
​ | ​ | ​ | ​ | Average
​ |  | Number |  | Exercisable Price
Outstanding at December 31, 2020 | ​ | 73,000 | ​ | $ | 19.02
Granted | ​ | 22,000 | ​ | ​ | 20.70
Exercised |  | — |  | ​ | —
Forfeited |  | — |  | ​ | —
Outstanding at March 31, 2021 |  | 95,000 | ​ | $ | 19.41

​

Information pertaining to SARs outstanding at March 31, 2021, is as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | SARs Outstanding | ​ | SARs Exercisable
​ | ​ | ​ | ​ | ​ | Weighted- | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Average | ​ | Weighted- | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Remaining | ​ | Average | ​ | ​ | ​ | Weighted- Average
Exercise | ​ | Number | ​ | Contractual | ​ | Exercise | ​ | Number | ​ | Exercise
Prices |  | Outstanding |  | Life | ​ | ​ | Price | ​ | Exercisable | ​ | Price
$ | 15.19 |  | 18,000 |  | 2.75 years |  | $ | 15.19 |  | — |  | $ | —
​ | 18.12 |  | 21,000 |  | 1.75 years | ​ |  | 18.12 |  | — | ​ |  | —
​ | 20.70 |  | 22,000 |  | 3.76 years | ​ |  | 20.70 |  | — | ​ |  | —
​ | 21.61 |  | 34,000 |  | 0.75 years | ​ |  | 21.61 |  | 34,000 | ​ |  | 21.61
​ | Outstanding, end of period |  | 95,000 |  | 2.05 years | ​ | $ | 19.41 |  | 34,000 | ​ | $ | 21.61

​

SARs compensation expense of $49 thousand and ($118) thousand was recognized for the three month periods ended March 31, 2021 and 2020, respectively. The credit in expense for the three month period ended March 31, 2020, was due to adjustments related to the fair value evaluation of SARs.

​

​

Note 9. Commitments and Contingent Liabilities

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing and depository needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized on the balance sheet. The majority of all commitments to extend credit are variable rate instruments while the standby letters of credit are primarily fixed rate instruments. The Company’s exposure to credit loss is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

A summary of the Company’s total contractual amount for all off-balance sheet commitments are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, | ​ | December 31,
​ | ​ | 2021 | ​ | 2020
Commitments to extend credit |  | $ | 542,825 | ​ | $ | 476,841
Standby letters of credit | ​ |  | 6,920 | ​ |  | 5,261

​

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed

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​

necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial properties.

Standby letters of credit issued by the Company are conditional commitments to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral held varies and is required in instances which the Company deems necessary. At March 31, 2021, and December 31, 2020, the carrying amount of liabilities related to the Company’s obligation to perform under standby letters of credit was insignificant.

The Company is subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. Management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company will be material to the Company’s consolidated financial position. On an on-going basis, the Company assesses any potential liabilities or contingencies in connection with such legal proceedings. For those matters where it is deemed probable that the Company will incur losses and the amount of the losses can be reasonably estimated, the Company would record an expense and corresponding liability in its consolidated financial statements.

​

Note 10. Fair Value Disclosures

Determination of Fair Value:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurements and Disclosures” ASC Topic 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact business at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy:

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 - Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 - Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted

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​

prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Measurements of Fair Value:

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | Quoted Prices in |  | Significant |  | Significant
​ | ​ | ​ | ​ | ​ | Active Markets | ​ | Other | ​ | Other
​ | ​ | ​ | ​ | ​ | for Identical | ​ | Observable | ​ | Unobservable
​ | ​ | ​ | ​ | ​ | Assets | ​ | Inputs | ​ | Inputs
Description | ​ | Fair Value | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3)
March 31, 2021: |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets: |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Securities available-for-sale: |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 72,257 | ​ | $ | — | ​ | $ | 72,257 | ​ | $ | —
Municipal securities | ​ |  | 90,129 | ​ |  | — | ​ |  | 90,129 | ​ |  | —
Other debt securities | ​ |  | 26,055 | ​ |  | — | ​ |  | 26,055 | ​ |  | —
Mortgage-backed securities (GSEs) | ​ |  | 62,496 | ​ |  | — | ​ |  | 62,496 | ​ |  | —
Total securities available-for-sale | ​ | $ | 250,937 | ​ | $ | — | ​ | $ | 250,937 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative financial instruments | ​ | $ | 4,008 | ​ | $ | — | ​ | $ | 4,008 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Securities available-for-sale: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 30,530 | ​ | $ | — | ​ | $ | 30,530 | ​ | $ | —
Municipal securities | ​ |  | 91,989 | ​ |  | — | ​ |  | 91,989 | ​ |  | —
Other debt securities | ​ |  | 25,118 | ​ |  | — | ​ |  | 25,118 | ​ |  | —
Mortgage-backed securities (GSEs) | ​ |  | 67,997 | ​ |  | — | ​ |  | 67,997 | ​ |  | —
Total securities available-for-sale | ​ | $ | 215,634 | ​ | $ | — | ​ | $ | 215,634 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Derivative financial instruments | ​ | $ | 6,174 | ​ | ​ | — | ​ | $ | 6,174 | ​ | ​ | —

​

During the three month period ending March 31, 2021, there were no transfers between Level 1 and Level 2 in the fair value hierarchy.

​

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Assets Measured at Fair Value on a Nonrecurring Basis:

Under certain circumstances management makes adjustments to fair value for assets and liabilities although they are not measured at fair value on an ongoing basis. The following tables present the financial instruments carried on the consolidated balance sheets by caption and by level in the fair value hierarchy, for which a nonrecurring change in fair value has been recorded (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | Quoted Prices in |  | Significant |  | Significant
​ | ​ | ​ | ​ | ​ | Active Markets | ​ | Other | ​ | Other
​ | ​ | ​ | ​ | ​ | for Identical | ​ | Observable | ​ | Unobservable
​ | ​ | ​ | ​ | ​ | Assets | ​ | Inputs | ​ | Inputs
​ | ​ | Fair Value | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3)
March 31, 2021: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Impaired loans | ​ | $ | 4,348 | ​ | $ | — | ​ | $ | — | ​ | $ | 4,348
Other real estate owned | ​ |  | 3,946 | ​ |  | — | ​ |  | — | ​ |  | 3,946
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Impaired loans | ​ | $ | 2,455 | ​ | $ | — | ​ | $ | — | ​ | $ | 2,455
Other real estate owned | ​ |  | 4,619 | ​ |  | — | ​ |  | — | ​ |  | 4,619

​

For Level 3 assets measured at fair value on a non-recurring basis, the significant unobservable inputs used in the fair value measurements are presented below (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | ​ |  | ​ |  | Weighted | ​
​ | ​ | ​ | ​ | ​ | Valuation | ​ | Significant Other | ​ | Average of | ​
​ | ​ | Fair Value | ​ | Technique | ​ | Unobservable Input | ​ | Input | ​
March 31, 2021: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Impaired loans | ​ | $ | 4,348 |  | Appraisal |  | Appraisal discounts |  | 17 | %
Other real estate owned | ​ |  | 3,946 |  | Appraisal |  | Appraisal discounts |  | 27 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Impaired loans | ​ | $ | 2,455 |  | Appraisal |  | Appraisal discounts |  | 9 | %
Other real estate owned | ​ |  | 4,619 |  | Appraisal |  | Appraisal discounts |  | 22 | %

​

Impaired loans: Loans considered impaired under ASC 310-10-35, Receivables, are loans for which, based on current information and events, it is probable that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. An impaired loan can be measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent. The fair value of impaired loans was measured based on the value of the collateral securing these loans or the discounted cash flows of the loans, as applicable. Impaired loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory, and/or accounts receivable. The Company determines the value of the collateral based on independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised values are discounted for costs to sell and may be discounted further based on management’s historical knowledge, changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors discussed above.

Other real estate owned: Other real estate owned, consisting of properties obtained through foreclosure or in satisfaction of loans, are initially recorded at fair value less estimated costs to sell upon transfer of the loans to other real estate.

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Subsequently, other real estate is carried at the lower of carrying value or fair value less costs to sell. Fair values are generally based on third party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes further discounted based on management’s historical knowledge, and/or changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts are typically significant unobservable inputs for determining fair value. In cases where the carrying amount exceeds the fair value, less estimated costs to sell, a loss is recognized in noninterest expense.

Carrying value and estimated fair value:

The carrying amount and estimated fair value of the Company’s financial instruments are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurements Using
​ |  | Carrying |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | Estimated
​ | ​ | Amount | ​ | Level 1 | ​ | Level 2 | ​ | Level 3 | ​ | Fair Value
March 31, 2021: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Cash and cash equivalents | ​ | $ | 556,701 |  | $ | 556,701 |  | $ | — |  | $ | — | ​ | $ | 556,701
Securities available-for-sale | ​ |  | 250,937 |  | ​ | — |  | ​ | 250,937 |  | ​ | — | ​ |  | 250,937
Other investments | ​ |  | 14,728 |  | ​ | N/A |  | ​ | N/A |  | ​ | N/A | ​ |  | N/A
Loans, net and loans held for sale | ​ |  | 2,476,629 |  | ​ | — |  | ​ | — |  | ​ | 2,477,120 | ​ |  | 2,477,120
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  | ​ |  |
Noninterest-bearing demand deposits | ​ |  | 777,968 |  | ​ | — |  | ​ | 777,968 |  | ​ | — | ​ |  | 777,968
Interest-bearing demand deposits | ​ |  | 683,887 |  | ​ | — |  | ​ | 683,887 |  | ​ | — | ​ |  | 683,887
Money market and savings deposits | ​ |  | 1,073,941 |  | ​ | — |  | ​ | 1,073,941 |  | ​ | — | ​ |  | 1,073,941
Time deposits | ​ |  | 512,417 |  | ​ | — |  | ​ | 515,440 |  | ​ | — | ​ |  | 515,440
Borrowings | ​ | ​ | 82,642 | ​ | ​ | — | ​ | ​ | 83,743 | ​ | ​ | — | ​ | ​ | 83,743
Subordinated debt | ​ |  | 39,367 |  | ​ | — |  | ​ | — |  | ​ | 40,866 | ​ |  | 40,866
Derivative financial instruments | ​ |  | 4,008 |  | ​ | — |  | ​ | 4,008 |  | ​ | — | ​ |  | 4,008
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020: |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Cash and cash equivalents | ​ | $ | 481,719 |  | $ | 481,719 |  | $ | — |  | $ | — | ​ | $ | 481,719
Securities available-for-sale | ​ |  | 215,634 |  | ​ | — |  | ​ | 215,634 |  | ​ | — | ​ |  | 215,634
Other investments | ​ |  | 14,794 |  | ​ | N/A |  | ​ | N/A |  | ​ | N/A | ​ |  | N/A
Loans, net and loans held for sale | ​ |  | 2,375,618 |  | ​ | — |  | ​ | — |  | ​ | 2,377,581 | ​ |  | 2,377,581
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  | ​ |  |
Noninterest-bearing demand deposits | ​ |  | 685,957 |  | ​ | — |  | ​ | 685,957 |  | ​ | — | ​ |  | 685,957
Interest-bearing demand deposits | ​ |  | 649,129 |  | ​ | — |  | ​ | 649,129 |  | ​ | — | ​ |  | 649,129
Money market and savings deposits | ​ |  | 919,631 |  | ​ | — |  | ​ | 919,631 |  | ​ | — | ​ |  | 919,631
Time deposits | ​ |  | 550,498 |  | ​ | — |  | ​ | 554,120 |  | ​ | — | ​ |  | 554,120
Borrowings | ​ | ​ | 81,199 | ​ | ​ | — | ​ | ​ | 82,892 | ​ | ​ | — | ​ | ​ | 82,892
Subordinated debt | ​ |  | 39,346 |  | ​ | — |  | ​ | — |  | ​ | 40,550 | ​ |  | 40,550
Derivative financial instruments | ​ |  | 6,174 |  | ​ | — |  | ​ | 6,174 |  | ​ | — | ​ |  | 6,174

​

Limitations:

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

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​

Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

​

Note 11.Derivatives

Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative net investment hedge instrument as well as the offsetting gain or loss on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. The Company utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate tax-exempt callable securities available-for-sale. The hedging strategy on securities converts the fixed interest rates to LIBOR-based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. The Company has elected early adoption of ASU 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities, which allows such partial term hedge designations.

A summary of the Company’s fair value hedge relationships for the periods presented are as follows (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted |  | ​ |  | ​ |  | ​ | ​ |  | ​ |
​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
​ | ​ | Balance | ​ | Remaining | ​ | Weighted | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
​ | ​ | Sheet | ​ | Maturity | ​ | Average | ​ | Receive | ​ | Notional | ​ | Estimated
Liability derivatives | ​ | Location | ​ | (In Years) | ​ | Pay Rate | ​ | Rate | ​ | Amount | ​ | Fair Value
March 31, 2021: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swap agreements - securities |  | Other liabilities |  | 6.18 |  | 3.09 | % | 3 month LIBOR | ​ | $ | 36,000 |  | $ | (4,008)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​
December 31, 2020: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swap agreements - securities |  | Other liabilities |  | 7.13 |  | 3.08 | % | 3 month LIBOR | ​ | $ | 36,000 | ​ | $ | (6,174)

​

The effects of the Company’s fair value hedge relationships reported in interest income on tax-exempt available-for-sale securities on the consolidated income statement were as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | March 31,
​ | ​ | 2021 | ​ | 2020
Interest income on tax-exempt securities | ​ | $ | 564 | ​ | $ | 440
Effects of fair value hedge relationships | ​ |  | (305) | ​ |  | (157)
Reported interest income on tax-exempt securities | ​ | $ | 259 | ​ | $ | 283

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | March 31,
Gain (loss) on fair value hedging relationship | ​ | 2021 | ​ | 2020
Interest rate swap agreements - securities: | ​ |  |  | ​ | ​ |
Hedged items | ​ | $ | (4,008) | ​ | $ | (6,885)
Derivative designated as hedging instruments | ​ | $ | 4,008 | ​ | $ | 6,885

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | Cumulative Amount of Fair
​ | ​ | ​ | ​ | ​ | Value Hedging Adjustment
​ | ​ | Carrying Amount | ​ | Included in Other Comprehensive
Line item on the balance sheet |  | of the Hedged Assets |  | Income
March 31, 2021: |  |  |  | ​ | ​ |
Securities available-for-sale |  | $ | 43,073 | ​ | $ | 250
December 31, 2020: | ​ |  |  | ​ |  |
Securities available-for-sale | ​ | $ | 44,017 | ​ | $ | (1,063)

​

​

Note 12. Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASU No. 2016-02 and all subsequent ASUs that modified this topic (collectively referred to as "Topic 842"). For the Company, Topic 842 primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee.

Substantially all of the leases in which the Company is the lessee are comprised of real estate for branches and office space with terms extending through 2034. All of our leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated balance sheet. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.

The following table represents the consolidated balance sheet classification of the Company’s ROU assets and lease liabilities. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated balance sheet (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  |  |  | March 31, | ​ | December 31,
​ | ​ | Classification | ​ | 2021 | ​ | 2020
Assets: |  |  |  | ​ |  | ​ | ​ |
Operating lease right-of-use assets |  | Other assets | ​ | $ | 4,588 | ​ | $ | 4,797
Liabilities: |  |  | ​ |  | ​ | ​ |  |
Operating lease liabilities |  | Other liabilities | ​ | $ | 4,625 | ​ | $ | 4,827

​

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used.

As of March 31, 2021, the weighted average remaining lease term was 11.32 years and the weighted average discount rate was 2.73%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

The following table represents lease costs and other lease information, in thousands. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance (in thousands).

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended
​ | ​ | March 31,
​ |  | 2021 | ​ | 2020
Lease costs: |  | ​ |  | ​ | ​ |
Operating lease costs | ​ | $ | 240 | ​ | $ | 237
Variable lease costs | ​ |  | 24 | ​ |  | 26
Total | ​ | $ | 264 | ​ | $ | 263
Other information: | ​ |  |  | ​ |  |
Cash paid for amounts included in the measurement of lease liabilities: | ​ |  |  | ​ |  |
Operating cash flows from operating leases | ​ | $ | 233 | ​ | $ | 230

​

Future minimum payments for operating leases with initial or remaining terms of one year or more as of March 31, 2021, were as follows (in thousands):

​

​ | ​ | ​ | ​
​ |  | Amounts
March 31, 2022 |  | $ | 571
March 31, 2023 | ​ |  | 623
March 31, 2024 | ​ |  | 485
March 31, 2025 | ​ |  | 366
March 31, 2026 | ​ |  | 348
Thereafter | ​ |  | 3,032
Total future minimum lease payments | ​ |  | 5,425
Amounts representing interest | ​ |  | (800)
Present value of net future minimum lease payments | ​ | $ | 4,625

​

​

Note 13. Regulatory Matters

Regulatory Capital Requirements:

The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective January 1, 2015. In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, under the new rules a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of common equity Tier 1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). As of January 1, 2019, an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets is required for compliance with the capital conservation buffer. The ratios for the Company and the Bank are currently sufficient to satisfy the fully phased-in conservation buffer. At March 31, 2021, the Company and the Bank exceeded the minimum regulatory requirements and exceeded the threshold for the "well capitalized" regulatory classification.

​

Regulatory Restrictions on Dividends:

Pursuant to Tennessee banking law, the Bank may not, without the prior consent of the Commissioner of the Tennessee Department of Financial Institutions (the “TDFI”), pay any dividends to the Company in a calendar year in excess of the total of the Bank’s retained net income for that year plus the retained net income for the preceding two years. Because this test involves a measure of net income, any charge on the Bank’s income statement, such as an impairment of goodwill, could impair the Bank’s ability to pay dividends to the Company. Under Tennessee corporate law, the Company is not permitted to pay dividends if, after giving effect to such payment, it would not be able to pay its debts as they become due

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​

in the usual course of business or its total assets would be less than the sum of its total liabilities plus any amounts needed to satisfy any preferential rights if it were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, the Company’s board of directors must consider its and the Bank’s current and prospective capital, liquidity, and other needs. In addition to state law limitations on the Company’s ability to pay dividends, the Federal Reserve imposes limitations on the Company’s ability to pay dividends. Federal Reserve regulations limit dividends, stock repurchases and discretionary bonuses to executive officers if the Company’s regulatory capital is below the level of regulatory minimums plus the applicable capital conservation buffer.

During the three months ended March 31, 2021, the Bank paid $5.0 million in dividends to the Company and the Company paid a quarterly common stock dividend of $0.06 per share. The amount and timing of all future dividend payments by the Company, if any, is subject to discretion of the Company’s board of directors and will depend on the Company’s earnings, capital position, financial condition and other factors, including new regulatory capital requirements, as they become known to the Company.

Regulatory Capital Levels:

Actual and required capital levels at March 31, 2021, and December 31, 2020 are presented below (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Minimum to be | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | well | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | capitalized under | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Minimum for | ​ | prompt | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | capital | ​ | corrective action | ​
​ | ​ | ​ | Actual | ​ | adequacy purposes | ​ | provisions1 | ​
​ |  | Amount |  | Ratio |  | Amount |  | Ratio |  | Amount |  | Ratio | ​
March 31, 2021 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartFinancial: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 337,484 |  | 13.62 | % | $ | 198,250 |  | 8.00 | % | ​ | N/A |  | N/A | ​
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 279,747 |  | 11.29 | % |  | 148,687 |  | 6.00 | % | ​ | N/A |  | N/A | ​
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 279,747 |  | 11.29 | % |  | 111,515 |  | 4.50 | % | ​ | N/A |  | N/A | ​
Tier 1 Capital (to Average Assets)2 | ​ |  | 279,747 |  | 8.55 | % |  | 130,918 |  | 4.00 | % | ​ | N/A |  | N/A | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartBank: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 323,288 |  | 13.05 | % | $ | 198,174 |  | 8.00 | % | $ | 247,718 |  | 10.00 | %
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 304,918 |  | 12.31 | % |  | 148,631 |  | 6.00 | % |  | 198,174 |  | 8.00 | %
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 304,918 |  | 12.31 | % |  | 111,473 |  | 4.50 | % |  | 161,017 |  | 6.50 | %
Tier 1 Capital (to Average Assets)2 | ​ |  | 304,918 |  | 9.33 | % |  | 130,783 |  | 4.00 | % |  | 163,479 |  | 5.00 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2020 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartFinancial: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 329,431 |  | 14.07 | % | $ | 187,303 |  | 8.00 | % |  | N/A |  | N/A | ​
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 271,739 |  | 11.61 | % |  | 140,477 |  | 6.00 | % |  | N/A |  | N/A | ​
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 271,739 |  | 11.61 | % |  | 105,358 |  | 4.50 | % |  | N/A |  | N/A | ​
Tier 1 Capital (to Average Assets) | ​ |  | 271,739 |  | 8.70 | % |  | 125,002 |  | 4.00 | % |  | N/A |  | N/A | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartBank: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 317,660 |  | 13.57 | % | $ | 187,294 |  | 8.00 | % | $ | 234,117 |  | 10.00 | %
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 299,314 |  | 12.78 | % |  | 140,470 |  | 6.00 | % |  | 187,294 |  | 8.00 | %
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 299,314 |  | 12.78 | % |  | 105,353 |  | 4.50 | % |  | 152,176 |  | 6.50 | %
Tier 1 Capital (to Average Assets) | ​ |  | 299,314 |  | 9.58 | % |  | 124,969 |  | 4.00 | % |  | 156,212 |  | 5.00 | %

1The prompt corrective action provisions are applicable at the Bank level only.

2Average assets for the above calculations were based on the most recent quarter.

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SMARTFINANCIAL, INC. AND SUBSIDIARY

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​

​

Note 14. Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive income (loss), net of tax, were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31, 2021
​ |  | ​ |  | ​ | ​ | ​ |  | Accumulated
​ | ​ | Securities | ​ | Fair Value | ​ | Other
​ | ​ | Available-for- | ​ | Municipal | ​ | Comprehensive
​ |  | Sale |  | Security Hedges |  | Income (Loss)
Beginning balance, December 31, 2020 |  | $ | 2,968 | ​ | $ | (785) | ​ | $ | 2,183
​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income (loss) | ​ |  | (2,070) | ​ |  | 970 | ​ |  | (1,100)
Reclassification of amounts included in net income | ​ |  | — | ​ |  | — | ​ |  | —
Net other comprehensive income (loss) during period | ​ |  | (2,070) | ​ |  | 970 | ​ |  | (1,100)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, March 31, 2021 | ​ | $ | 898 | ​ | $ | 185 | ​ | $ | 1,083
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31, 2020
​ |  | ​ |  | ​ | ​ | ​ |  | Accumulated
​ | ​ | Securities | ​ | Fair Value | ​ | Other
​ | ​ | Available-for- | ​ | Municipal | ​ | Comprehensive
​ |  | Sale |  | Security Hedges |  | Income (Loss)
Beginning balance, December 31, 2019 | ​ | $ | 391 | ​ | $ | (223) | ​ | $ | 168
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income (loss) | ​ |  | 851 | ​ |  | (2,266) | ​ |  | (1,415)
Reclassification of amounts included in net income | ​ |  | — | ​ |  | — | ​ |  | —
Net other comprehensive income (loss) during period | ​ |  | 851 | ​ |  | (2,266) | ​ |  | (1,415)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, March 31, 2020 | ​ | $ | 1,242 | ​ | $ | (2,489) | ​ | $ | (1,247)

​

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Note 15. Subsequent Events

On April 14, 2021, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sevier County Bancshares, Inc., a Tennessee corporation (“SCB”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, SCB will merge with and into the Company, with the Company continuing as the surviving entity (the "Merger"). Following the Merger, Sevier County Bank, a Tennessee state-chartered banking association and wholly-owned subsidiary of SCB, will merge with and into the Bank, with the Bank continuing as the surviving bank.

​

Subject to the terms, conditions and adjustments set forth in the Merger Agreement, at the effective time of the Merger, (i) each share of SCB common stock owned by a holder of 20,000 or more shares of SCB common stock will be converted into the right to receive 0.4116 of a share of SmartFinancial common stock (the “Per Share Stock Consideration”) and (ii) each share of SCB common stock owned by a holder of fewer than 20,000 shares of SCB common stock will, at the election of such holder, be entitled to receive either (A) the Per Share Stock Consideration, or (B) an amount of cash equal to the Per Share Stock Consideration multiplied by the average closing price of SmartFinancial common stock as reported on the NASDAQ for the 10 consecutive trading days ending on the trading day immediately prior to the date that is five business days prior to the closing date (the “Per Share Cash Consideration”). Further, if SCB’s consolidated shareholders’ equity (as calculated in accordance with the Merger Agreement) is less than $30,326,000, then the Per Share Stock Consideration and Per Share Cash Consideration shall automatically be adjusted downward by an amount that is reflective of the overall shortfall. Additionally, at the effective time of the Merger, each share of SCB common stock subject to vesting restrictions shall become fully vested and converted automatically into the right to receive the merger consideration. Based upon SmartFinancial’s closing share price of $21.25 on April 13, 2021 and assuming that SCB’s

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consolidated shareholders’ equity is at least $30,326,000, the implied merger consideration per share of SCB common stock is $8.75, with an aggregate transaction value of approximately $38.2 million.

​

The Merger Agreement contains customary representations, warranties, and covenants of both SmartFinancial and SCB. The completion of the Merger is subject to approval of SCB shareholders, regulatory approvals, and other customary closing conditions, and is expected to be completed in the third quarter of 2021.

​

On May 2, 2021, the Bank entered into a Purchase Agreement (the “Purchase Agreement”) with the members of Fountain Leasing, LLC, a Tennessee limited liability Company (“Fountain”), pursuant to which SmartBank will acquire all of the membership interests of Fountain (the “Acquisition”). The Acquisition was subsequently completed on May 3, 2021. In accordance with the Purchase Agreement, the Bank paid $14 million in cash to the members of Fountain at closing, and repaid approximately $45 million of Fountain’s indebtedness. In addition to the closing consideration, the Purchase Agreement contains a performance-based earnout, pursuant to which the former members of Fountain could be entitled to up to $6 million in future cash payments from the Bank. Following the completion of the Acquisition, the Bank changed the name of Fountain to “Fountain Equipment Finance, LLC”.

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​

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SmartFinancial, Inc. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary, SmartBank (the "Bank"). SmartBank provides a comprehensive suite of commercial and consumer banking services to clients through 35 full-service bank branches and one loan production office in select markets in East and Middle Tennessee, Alabama and the Florida Panhandle.

While we offer a wide range of commercial banking services, we focus on making loans secured primarily by commercial real estate and other types of secured and unsecured commercial loans to small and medium-sized businesses in a number of industries, as well as loans to individuals for a variety of purposes. Our principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings. We offer a broad range of deposit products, including checking (“NOW”), savings, money market accounts and certificates of deposit. We actively pursue business relationships by utilizing the business contacts of our senior management, other bank officers and our directors, thereby capitalizing on our knowledge of our local market areas.

Forward-Looking Statement

SmartFinancial, Inc. (“SmartFinancial”) may from time to time make written or oral statements, including statements contained in this report and information incorporated by reference herein (including, without limitation, certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2), that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements, including statements regarding the effects of the COVID-19 pandemic on the Company’s business and financial results and conditions, are based on assumptions and estimates and are not guarantees of future performance. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words (and their derivatives), such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” and the like, the negatives of such expressions, or the use of the future tense. Statements concerning current conditions may also be forward-looking if they imply a continuation of a current condition. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, financial condition, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to:

| ● | weakness or a decline in the U.S. economy, in particular in Tennessee, and other markets in which we operate;

| ● | the possibility that our asset quality would decline or that we experience greater loan losses than anticipated;

| ● | the impact of liquidity needs on our results of operations and financial condition;

| ● | competition from financial institutions and other financial service providers;

| ● | the impact of negative developments in the financial industry and U.S. and global capital and credit markets;

| ● | the impact of recently enacted and future legislation and regulation on our business, including changes to statutes, regulations or regulatory policies or practices as a result of, or in response to the COVID-19 pandemic;

| ● | negative changes in the real estate markets in which we operate and have our primary lending activities, which may result in an unanticipated decline in real estate values in our market area;

| ● | risks associated with our growth strategy, including a failure to implement our growth plans or an inability to manage our growth effectively;

| ● | claims and litigation arising from our business activities and from the companies we acquire, which may relate to contractual issues, environmental laws, fiduciary responsibility, and other matters;

| ● | expected revenue synergies and cost savings from the proposed acquisition of Sevier County Bancshares, Inc. (“SCB”) and our recently completed acquisition of Fountain Leasing, LLC (“Fountain”) may not be fully realized or may take longer than anticipated to be realized;

| ● | disruption from the merger with customers, suppliers or employees or other business partners’ relationships;

| ● | the risk of successful integration of SCB’s and Fountain’s businesses with our business;

| ● | lower than expected revenue following the acquisitions of SCB and Fountain;

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| ● | SmartFinancial’s ability to manage the combined company’s growth following the acquisitions;

| ● | the dilution caused by SmartFinancial’s issuance of additional shares of its common stock in connection with the SCB merger;

| ● | cyber attacks, computer viruses or other malware that may breach the security of our websites or other systems we operate or rely upon for services to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems and negatively impact our operations and our reputation in the market;

| ● | results of examinations by our primary regulators, the TDFI, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, require us to reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;

| ● | government intervention in the U.S. financial system and the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve;

| ● | our inability to pay dividends at current levels, or at all, because of inadequate future earnings, impairments to goodwill, regulatory restrictions or limitations, and changes in the composition of qualifying regulatory capital and minimum capital requirements;

| ● | the relatively greater credit risk of commercial real estate loans and construction and land development loans in our loan portfolio;

| ● | unanticipated credit deterioration in our loan portfolio or higher than expected loan losses within one or more segments of our loan portfolio;

| ● | unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors;

| ● | unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;

| ● | changes in expected income tax expense or tax rates, including changes resulting from revisions in tax laws, regulations and case law;

| ● | our ability to retain the services of key personnel;

| ● | adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs related to the COVID-19 pandemic;

| ● | the impact of the COVID-19 pandemic on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations;

| ● | potential increases in the provision for loan losses resulting from the COVID-19 pandemic; and

| ● | the impact of Tennessee’s anti-takeover statutes and certain of our charter provisions on potential acquisitions of us.

These and other factors that could cause results to differ materially from those described in the forward-looking statements can be found in SmartFinancial’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with or furnished to the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website (www.sec.gov). Undue reliance should not be placed on forward-looking statements. SmartFinancial disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.

Certain captions and amounts in the prior periods presented were reclassified to conform to the current presentation. Such reclassifications had no effect on net income or shareholders’ equity.

Executive Summary

The following is a summary of the Company’s financial highlights and significant events during the first quarter of 2021:

| ● | Successfully completed the hiring of an experienced banking team in the Gulf Coast Region.

| ● | Originated 1,231 Paycheck Protection Program (“PPP”) loans totaling $119.5 million.

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| ● | Net income totaled $9.8 million, or $0.65 per diluted common share, during the first quarter of 2021 compared to $2.7 million, or $0.19 per diluted common share, for the same period in 2020.

| ● | Annualized return on average assets was 1.18% at March 31, 2021 compared to 0.43% at March 31, 2020.

| ● | On December 21, 2020, the Bipartisan-Bicameral Omnibus COVID Relief Deal, included as a component of appropriations legislation, was passed by Congress to provide economic stimulus to individuals and businesses in further response to the economic distress caused by the COVID-19 pandemic. Among other things, the legislation includes (i) payments of $600 for individuals making up to $75,000 per year, (ii) extension of the Federal Pandemic Unemployment Compensation program to include a $300 weekly enhancement in unemployment benefits beginning after December 26, 2020 up to March 14, 2021, (iii) a temporary and targeted rental assistance program, and extends the eviction moratorium through January 31, 2021, (iv) targeted funding related to transportation, education, agriculture, nutrition and other public health measures, and (v) approximately $325 billion for small business relief, including approximately $284 billion for a second round of PPP loans and a new simplified forgiveness procedure for PPP loans of $150,000 or less. We are continuing to monitor the potential development of additional legislation and further actions taken by the U.S. government.

Analysis of Results of Operations

First quarter of 2021 compared to 2020

Net income was $9.8 million, or $0.65 per diluted common share, for the first quarter of 2021, compared to $2.7 million, or $0.19 per diluted common share, for the first quarter of 2020. The tax equivalent net interest margin was 3.48% for the first quarter of 2021 compared to 3.90% for the first quarter of 2020. Noninterest income to average assets was 0.69% for the first quarter of 2021, increasing from 0.44% for the first quarter of 2020. Noninterest expense to average assets decreased to 2.35% in the first quarter of 2021, from 2.96% in the first quarter of 2020.

Net Interest Income and Yield Analysis

First quarter of 2021 compared to 2020

Net interest income, taxable equivalent, increased to $26.4 million for the first quarter of 2021, up from $22.7 million for the first quarter of 2020. Net interest income was positively impacted, compared to the prior year, primarily by the full-quarters effects of the Company’s March 1, 2020 acquisition of PFG, the increase in loan balances and the reduction in interest expense on interest bearing liabilities. Average interest-earning assets increased from $2.34 billion for the first quarter of 2020, to $3.08 billion for the first quarter of 2021, primarily as a result of the acquisition of PFG being completed on March 1, 2020, the Company’s participation in the PPP, and the increase in our overall liquidity position. Over this period, average loan balances increased by $445.5 million, average interest-bearing deposits increased by $415.9 million, average noninterest-bearing deposits increased $327.8 million and average borrowings increased $29.9 million. The tax equivalent net interest margin decreased to 3.48% for the first quarter of 2021, compared to 3.90% for the first quarter of 2020. The yield on earning assets decreased from 4.83% for the first quarter of 2020, to 3.88% for the first quarter of 2021, primarily due to rate cuts by the Federal Reserve over the past year and, to a lesser extent, loan yields declining from market competition. The cost of average interest-bearing deposits decreased from 1.10% for the first quarter of 2020, to 0.44% for the first quarter of 2021, primarily due to a lower interest rate environment during the period.

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The following tables summarizes the major components of net interest income and the related yields and costs for the periods presented (dollars in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31,
​ | ​ | 2021 | ​ | 2020 | ​
​ |  | Average |  |  | ​ |  | Yield/ |  | Average |  |  | ​ |  | Yield/ |
​ | ​ | Balance | ​ | Interest | ​ | Rate | ​ | Balance | ​ | Interest | ​ | Rate | ​
Assets: |  | ​ |  |  | ​ |  |  |  |  | ​ |  |  | ​ |  |  |  |
Loans, including fees1 | ​ | $ | 2,428,499 | ​ | ​ | 27,943 |  | 4.67 | % | $ | 1,982,997 | ​ | ​ | 26,389 |  | 5.35 | %
Loans held for sale | ​ | ​ | 7,913 | ​ | ​ | 75 | ​ | 3.82 | % | ​ | 4,294 | ​ | ​ | 45 |  | 4.24 | %
Taxable securities | ​ |  | 136,492 | ​ |  | 724 |  | 2.15 | % |  | 116,837 | ​ | ​ | 679 |  | 2.34 | %
Tax-exempt securities2 | ​ |  | 90,849 | ​ |  | 409 |  | 1.82 | % |  | 70,397 | ​ | ​ | 400 |  | 2.28 | %
Federal funds sold and other earning assets | ​ |  | 417,144 | ​ |  | 291 |  | 0.28 | % |  | 165,512 | ​ | ​ | 602 |  | 1.46 | %
Total interest-earning assets | ​ |  | 3,080,897 | ​ |  | 29,442 |  | 3.88 | % |  | 2,340,037 | ​ |  | 28,115 |  | 4.83 | %
Noninterest-earning assets | ​ |  | 275,272 | ​ |  |  |  |  | ​ |  | 216,498 | ​ |  |  |  |  | ​
Total assets | ​ | $ | 3,356,169 | ​ |  |  |  |  | ​ | $ | 2,556,535 | ​ |  |  |  |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities and Shareholders' Equity: | ​ |  |  | ​ |  |  |  |  | ​ |  |  | ​ |  |  |  |  | ​
Interest-bearing demand deposits | ​ | $ | 641,214 | ​ | $ | 256 |  | 0.16 | % | $ | 389,500 | ​ | $ | 434 |  | 0.45 | %
Money market and savings deposits | ​ |  | 983,893 | ​ |  | 821 |  | 0.34 | % |  | 664,983 | ​ |  | 1,389 |  | 0.84 | %
Time deposits | ​ |  | 526,062 | ​ |  | 1,254 |  | 0.97 | % |  | 680,830 | ​ |  | 2,931 |  | 1.73 | %
Total interest-bearing deposits | ​ |  | 2,151,169 | ​ |  | 2,331 |  | 0.44 | % |  | 1,735,313 | ​ |  | 4,754 |  | 1.10 | %
Borrowings | ​ |  | 81,837 | ​ |  | 117 |  | 0.58 | % |  | 51,921 | ​ |  | 89 |  | 0.69 | %
Subordinated debt | ​ |  | 39,354 | ​ |  | 584 |  | 6.01 | % |  | 39,269 | ​ |  | 584 |  | 5.98 | %
Total interest-bearing liabilities | ​ |  | 2,272,360 | ​ |  | 3,032 |  | 0.54 | % |  | 1,826,503 | ​ |  | 5,427 |  | 1.20 | %
Noninterest-bearing deposits | ​ |  | 700,962 | ​ |  |  |  |  | ​ |  | 373,125 | ​ |  |  |  |  | ​
Other liabilities | ​ |  | 21,928 | ​ |  |  |  |  | ​ |  | 27,215 | ​ |  |  |  |  | ​
Total liabilities | ​ |  | 2,995,250 | ​ |  |  |  |  | ​ |  | 2,226,843 | ​ |  |  |  |  | ​
Shareholders' equity | ​ |  | 360,919 | ​ |  |  |  |  | ​ |  | 329,692 | ​ |  |  |  |  | ​
Total liabilities and shareholders’ equity | ​ | $ | 3,356,169 | ​ |  |  |  |  | ​ | $ | 2,556,535 | ​ |  |  |  |  | ​
Net interest income, taxable equivalent | ​ |  |  | ​ | $ | 26,410 |  |  | ​ |  |  | ​ | $ | 22,689 |  |  | ​
Interest rate spread | ​ |  |  | ​ |  |  |  | 3.33 | % |  |  | ​ |  |  |  | 3.63 | %
Tax equivalent net interest margin | ​ |  |  | ​ |  |  |  | 3.48 | % |  |  | ​ |  |  |  | 3.90 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Percentage of average interest-earning assets to average interest-bearing liabilities | ​ |  |  | ​ |  | ​ |  | 135.58 | % |  |  | ​ |  |  |  | 128.12 | %
Percentage of average equity to average assets | ​ |  |  | ​ |  |  |  | 10.75 | % |  |  | ​ |  |  |  | 12.90 | %

1Loans include PPP loans with an average balance of $312.6 million for the three month period ended March 31, 2021. No PPP loans are included in the three month period ended March 31, 2020. Loan fees included in loan income was $2.9 million and $886 thousand for the three month periods ended March 31, 2021 and 2020, respectively. Loan fee income for the three month period ended March 31, 2021, includes $2.4 million accretion of loan fees on PPP loans. No loan fees on PPP loans are included in the three month period ended March 31, 2020.

2Yields related to investment securities exempt from income taxes are stated on a taxable-equivalent basis assuming a federal income tax rate of 21.0%. The taxable-equivalent adjustment was $150 thousand for the three month period ended March 31, 2021 and $117 thousand for the three month period ended March 31, 2020.

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Noninterest Income

The following table summarizes noninterest income by category (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | March 31,
​ |  | 2021 |  | 2020
Service charges on deposit accounts | ​ | $ | 1,009 | ​ | $ | 770
Mortgage banking | ​ |  | 1,139 | ​ |  | 584
Investment services | ​ | ​ | 531 | ​ | ​ | 437
Insurance commissions | ​ | ​ | 1,466 | ​ | ​ | 269
Interchange and debit card transaction fees, net | ​ |  | 839 | ​ |  | 276
Other | ​ |  | 707 | ​ |  | 482
Total noninterest income | ​ | $ | 5,691 | ​ | $ | 2,818

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First quarter of 2021 compared to 2020

Noninterest income increased by $2.9 million, or 102.0%, during the first quarter of 2021 compared to the same period in 2020. This quarterly change in total noninterest income primarily resulted from the following:

| ● | Increase in service charges on deposit accounts of $239 thousand, related to the PFG acquisition, deposit growth and transaction volume;

| ● | Increase in mortgage banking of $555 thousand, from increased volume due to low rate environment;

| ● | Increase in insurance commissions of $1.2 million, primarily from commissions of $815 thousand from the placement of life insurance policies and an insurance agency acquired in the PFG acquisition;

| ● | Increase in interchange and debit card transaction fees, net of $563 thousand, related to increased volume, deposit growth and the PFG acquisition: and

| ● | Increase in other of $225 thousand, primarily from the increase in cash surrender value of bank owned life insurance (“BOLI”) of $208 thousand from the additional BOLI purchased during the first quarter of 2021.

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Noninterest Expense

The following table summarizes noninterest expense by category (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | March 31,
​ |  | 2021 |  | 2020
Salaries and employee benefits | ​ | $ | 10,869 | ​ | $ | 10,006
Occupancy and equipment | ​ |  | 2,341 | ​ |  | 1,911
FDIC insurance | ​ |  | 371 | ​ |  | 180
Other real estate and loan related expense | ​ |  | 602 | ​ |  | 545
Advertising and marketing | ​ |  | 190 | ​ |  | 198
Data processing and technology | ​ |  | 1,379 | ​ |  | 1,008
Professional services | ​ |  | 641 | ​ |  | 711
Amortization of intangibles | ​ |  | 444 | ​ |  | 362
Merger related and restructuring expenses | ​ |  | 103 | ​ |  | 2,096
Other | ​ |  | 2,524 | ​ |  | 1,776
Total noninterest expense | ​ | $ | 19,464 | ​ | $ | 18,793

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First quarter of 2021 compared to 2020

Noninterest expense increased by $671 thousand, or 3.6%, in the first quarter of 2021 as compared to the same period in 2020. The quarterly increase in total noninterest expense primarily resulted from the following:

| ● | Increase in salary and employee benefits of $863 thousand, due to the overall franchise growth, including the acquisition of PFG;

| ● | Increase in occupancy and equipment of $430 thousand, due to ongoing infrastructure and facilities added to accommodate growth in operations and the additional branches of the PFG acquisition;

| ● | Increase in FDIC insurance of $191 thousand, related to asset growth stemming from our acquisition of PFG, deposit growth and production of PPP loans.

| ● | Increase in data processing and technology of $371 thousand, primarily due to implementation of new contactless chip card and tier pricing adjustments from our core system provider; and

| ● | Increase in other noninterest expenses of $748 thousand, primarily from an equity method investment in a start-up fintech company.

Taxes

First quarter of 2021 compared to 2020

In the first quarter of 2021 income tax expense totaled $2.7 million compared to $664 thousand a year ago. The effective tax rate was approximately 21.5% in the first quarter of 2021 compared to 19.6% a year ago. The higher effective tax rate for the first quarter of 2021 compared to same quarter in 2020 was due to utilization of an NOL carryforward in March 2020 that was available as part of the CARES Act.

Loan Portfolio

The Company had total net loans outstanding, including organic and purchased loans, of approximately $2.47 billion at March 31, 2021 compared to $2.36 billion at December 31, 2020. Loans secured by real estate, consisting of commercial and residential property, are the principal component of our loan portfolio.

Organic Loans

Our organic net loans, which excludes loans purchased through acquisitions, increased by $142.8 million, or 7.2%, from December 31, 2020, to $2.12 billion at March 31, 2021. Included in the growth was $119.5 million of PPP loans that were originated and funded during the first quarter of 2021 and offset by $82.0 million in forgiven PPP loans. Total net deferred fees associated with the PPP loans originated during the first quarter of 2021 was approximately $5.6 million with $116 thousand accreted into income.

Purchased Loans

Purchased non-credit impaired loans, net of $315.8 million at March 31, 2021 decreased by $34.9 million from December 31, 2020. Since December 31, 2020, our net purchased credit impaired (“PCI”) loans, net decreased by $3.0 million to $28.8 million at March 31, 2021. The decrease in purchased non-credit impaired loans and PCI loans is related to maturities, paydowns and payoffs.

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The following tables summarize the composition of our loan portfolio for the periods presented (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021 |
​ | ​ | ​ | ​ | ​ | Purchased | ​ | Purchased | ​ | ​ | ​ | ​ | ​ |
​ | ​ | ​ | ​ | ​ | Non-Credit | ​ | Credit | ​ | ​ | ​ | ​ | % of |
​ | ​ | Organic | ​ | Impaired | ​ | Impaired | ​ | Total | ​ | Gross |
​ |  | Loans |  | Loans |  | Loans |  | Amount |  | Total |
Commercial real estate-mortgage | ​ | $ | 883,521 | ​ | $ | 173,243 | ​ | $ | 13,877 | ​ | $ | 1,070,641 | ​ | 43.0 | %
Consumer real estate-mortgage | ​ |  | 315,709 | ​ |  | 107,180 | ​ |  | 9,597 | ​ |  | 432,486 |  | 17.4 | %
Construction and land development | ​ |  | 269,575 | ​ |  | 11,048 | ​ |  | 5,350 | ​ |  | 285,973 |  | 11.5 | %
Commercial and industrial | ​ |  | 662,337 | ​ |  | 23,370 | ​ |  | 303 | ​ |  | 686,010 |  | 27.6 | %
Consumer and other | ​ |  | 9,459 | ​ |  | 2,539 | ​ |  | 21 | ​ |  | 12,019 |  | 0.5 | %
Total gross loans receivable, net of deferred fees | ​ |  | 2,140,601 | ​ |  | 317,380 | ​ |  | 29,148 | ​ |  | 2,487,129 |  | 100.0 | %
Allowance for loan losses | ​ |  | (16,411) | ​ | $ | (1,583) | ​ |  | (376) | ​ |  | (18,370) |  |  | ​
Total loans, net | ​ | $ | 2,124,190 | ​ | $ | 315,797 | ​ | $ | 28,772 | ​ | $ | 2,468,759 |  |  | ​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2020 |
​ | ​ | ​ | ​ | ​ | Purchased | ​ | Purchased | ​ | ​ | ​ | ​ | ​ |
​ | ​ | ​ | ​ | ​ | Non-Credit | ​ | Credit | ​ | ​ | ​ | ​ | % of |
​ | ​ | Organic | ​ | Impaired | ​ | Impaired | ​ | Total | ​ | Gross |
​ |  | Loans |  | Loans |  | Loans |  | Amount |  | Total |
Commercial real estate-mortgage | ​ | $ | 807,913 | ​ | $ | 188,940 | ​ | $ | 16,123 | ​ | $ | 1,012,976 | ​ | 42.5 | %
Consumer real estate-mortgage | ​ |  | 313,582 | ​ |  | 120,090 | ​ |  | 10,258 | ​ |  | 443,930 |  | 18.6 | %
Construction and land development | ​ |  | 259,622 | ​ |  | 13,105 | ​ |  | 5,348 | ​ |  | 278,075 |  | 11.7 | %
Commercial and industrial | ​ |  | 607,212 | ​ |  | 26,926 | ​ |  | 308 | ​ |  | 634,446 |  | 26.6 | %
Consumer and other | ​ |  | 9,250 | ​ |  | 3,539 | ​ |  | 27 | ​ |  | 12,816 |  | 0.5 | %
Total gross loans receivable, net of deferred fees | ​ |  | 1,997,579 | ​ |  | 352,600 | ​ |  | 32,064 | ​ |  | 2,382,243 |  | 100.0 | %
Allowance for loan losses | ​ |  | (16,154) | ​ |  | (1,883) | ​ |  | (309) | ​ |  | (18,346) |  |  | ​
Total loans, net | ​ | $ | 1,981,425 | ​ | $ | 350,717 | ​ | $ | 31,755 | ​ | $ | 2,363,897 |  |  | ​

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Loan Portfolio Maturities

The following table sets forth the maturity distribution of our loans at March 31, 2021, including the interest rate sensitivity for loans maturing after one year (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Rate Structure for Loans
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Maturing Over One Year
​ | ​ | One Year | ​ | One through | ​ | Over Five | ​ | ​ | ​ | ​ | Fixed | ​ | Floating
​ | ​ | or Less | ​ | Five Years | ​ | Years | ​ | Total | ​ | Rate | ​ | Rate
Commercial real estate-mortgage |  | $ | 108,966 |  | $ | 465,687 |  | $ | 495,988 |  | $ | 1,070,641 |  | $ | 751,532 |  | $ | 210,143
Consumer real estate-mortgage | ​ |  | 30,112 | ​ |  | 169,217 | ​ |  | 233,157 | ​ |  | 432,486 | ​ |  | 202,830 | ​ |  | 199,544
Construction and land development | ​ |  | 51,168 | ​ |  | 129,351 | ​ |  | 105,454 | ​ |  | 285,973 | ​ |  | 109,451 | ​ |  | 125,354
Commercial and industrial | ​ |  | 79,939 | ​ |  | 546,200 | ​ |  | 59,871 | ​ |  | 686,010 | ​ |  | 562,078 | ​ |  | 43,993
Consumer and other | ​ |  | 4,491 | ​ |  | 6,861 | ​ |  | 667 | ​ |  | 12,019 | ​ |  | 7,149 | ​ |  | 379
Total Loans | ​ | $ | 274,676 | ​ | $ | 1,317,316 | ​ | $ | 895,137 | ​ | $ | 2,487,129 | ​ | $ | 1,633,040 | ​ | $ | 579,413

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Nonaccrual, Past Due, and Restructured Loans

Nonperforming loans as a percentage of total gross loans, net of deferred fees, was 0.25% as of March 31, 2021, and 0.24% as of December 31, 2020, respectively. Total nonperforming assets as a percentage of total assets as of March 31, 2021 totaled 0.29% compared to 0.31% as of December 31, 2020. Acquired PCI loans that are included in loan pools are reclassified at acquisition to accrual status and thus are not included as nonperforming assets.

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The following table summarizes the Company’s nonperforming assets for the periods presented (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, | ​ | December 31,
​ |  | 2021 |  | 2020
Nonaccrual loans | ​ | $ | 4,739 | ​ | $ | 5,633
Accruing loans past due 90 days or more | ​ |  | 1,495 | ​ |  | 149
Total nonperforming loans | ​ |  | 6,234 | ​ |  | 5,782
Other real estate owned | ​ |  | 3,946 | ​ |  | 4,619
Total nonperforming assets | ​ | $ | 10,180 | ​ | $ | 10,401
Restructured loans not included above | ​ | $ | 250 | ​ | $ | 257

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Potential Problem Loans

At March 31, 2021 potential problem loans amounted to approximately $6.9 million or 0.29% of total loans outstanding. Potential problem loans, which are not included in nonperforming loans, represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower’s ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the Bank’s primary regulators for loans classified as substandard or worse, but not considered nonperforming loans.

COVID-19 Loan Modifications

​

As a result of the CARES Act, the Company began offering short-term loan modifications to assist borrowers during the COVID-19 pandemic. At March 31, 2021, the Company had 10 loans remaining under COVID-19 modifications that amounted to $1.7 million, or 0.07% of the total loans outstanding.

Allocation of the Allowance for Loan Losses

We maintain the allowance at a level that we deem appropriate to adequately cover the probable losses inherent in the loan portfolio. Our provision for loan losses for the three months ended March 31, 2021, is $67 thousand compared to $3.2 million in the same period of 2020, a decrease of $3.1 million. The allowance for loan loss provision for the quarter ended March 31, 2020, increased due to the onset of the COVID-19 pandemic and related economic uncertainty. As of March 31, 2021, and December 31, 2020, our allowance for loan losses was $18.4 million and $18.3 million, respectively, which we deemed to be adequate at each of the respective dates. Our allowance for loan loss as a percentage of total loans was 0.74% at March 31, 2021 and 0.77% at December 31, 2020.

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Our purchased loans were recorded at fair value upon acquisition. The fair value adjustments on the performing purchased loans will be accreted into income over the life of the loans. A provision for loan losses is recorded for any deterioration in these loans subsequent to the acquisition. As of March 31, 2021, the notional balances on PCI loans was $40.8 million while the carrying value was $29.1 million. At March 31, 2021, there was an allowance on PCI loans of $376 thousand.

The following table sets forth, based on our best estimate, the allocation of the allowance to types of loans for the periods presented, and the percentage of loans in each category to total loans (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2021 | ​ | December 31, 2020 | ​
​ |  | Amount |  | Percent |  | Amount |  | Percent |
Commercial real estate-mortgage | ​ | $ | 7,637 |  | 43.0 | % | $ | 7,579 |  | 42.5 | %
Consumer real estate-mortgage | ​ |  | 3,308 |  | 17.4 | % |  | 3,471 |  | 18.6 | %
Construction and land development | ​ |  | 1,968 |  | 11.5 | % |  | 2,076 |  | 11.7 | %
Commercial and industrial | ​ |  | 5,347 |  | 27.6 | % |  | 5,107 |  | 26.6 | %
Consumer and other | ​ |  | 110 |  | 0.5 | % |  | 113 |  | 0.5 | %
Total allowance for loan losses | ​ | $ | 18,370 |  | 100.0 | % | $ | 18,346 |  | 100.0 | %

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The allocation by category is determined based on the loans individually assigned risk rating, if applicable, and environmental factors applicable to each category of loans. For impaired loans, those loans are reviewed for a specific

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allowance allocation. Specific valuation allowances related to impaired, non PCI, loans were approximately $237 thousand at December 31, 2020, compared to $492 thousand at March 31, 2021.

Analysis of the Allowance for Loan Losses

The following is a summary of changes in the allowance for loan losses for the periods presented including the ratio of the allowance for loan losses to total loans as of the end of each period (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended March 31, |
​ |  | 2021 |  | 2020 |
Balance at beginning of period | ​ | $ | 18,346 | ​ | $ | 10,243 | ​
Provision for loan losses | ​ |  | 67 | ​ |  | 3,200 | ​
Charged-off loans: | ​ |  | ​ | ​ |  |  | ​
Commercial real estate-mortgage | ​ |  | — | ​ |  | — | ​
Consumer real estate-mortgage | ​ |  | — | ​ |  | (2) | ​
Construction and land development | ​ |  | — | ​ |  | — | ​
Commercial and industrial | ​ |  | — | ​ |  | (8) | ​
Consumer and other | ​ |  | (120) | ​ |  | (76) | ​
Total charged-off loans | ​ |  | (120) | ​ |  | (86) | ​
Recoveries of previously charged-off loans: | ​ |  |  | ​ |  |  | ​
Commercial real estate-mortgage | ​ |  | 3 | ​ |  | 2 | ​
Consumer real estate-mortgage | ​ |  | 16 | ​ |  | 6 | ​
Construction and land development | ​ |  | — | ​ |  | 2 | ​
Commercial and industrial | ​ |  | 3 | ​ |  | 42 | ​
Consumer and other | ​ |  | 55 | ​ |  | 22 | ​
Total recoveries of previously charged-off loans | ​ |  | 77 | ​ |  | 74 | ​
Net loan charge-offs | ​ |  | (43) | ​ |  | (12) | ​
Balance at end of period | ​ | $ | 18,370 | ​ | $ | 13,431 | ​
Ratio of allowance for loan losses to total loans outstanding at end of period | ​ |  | 0.74 | % |  | 0.63 | %
Ratio of net loan charge-offs to average loans outstanding for the period | ​ |  | — | % |  | — | %

​

We assess the adequacy of the allowance at the end of each calendar quarter. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon our evaluation of the loan portfolio, past loan loss experience, known and inherent risks in the portfolio, the views of the Bank’s regulators, adverse situations that may affect borrowers’ ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change.

Securities Portfolio

Our securities portfolio, consisting primarily of Federal agency bonds, state and municipal securities, and mortgage-backed securities, amounted to fair values of $250.9 million and $215.6 million at March 31, 2021 and December 31, 2020, respectively. Our investments to assets ratio increased from 6.5% at December 31, 2020 to 7.1% at March 31, 2021. Our securities portfolio serves many purposes including serving as a potential liquidity source, collateral for public funds, and as a stable source of income. All of the Company’s securities are designated as available-for-sale.

The following table shows the amortized cost of the Company’s securities, all investment securities were classified as available for sale (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | March 31, |  | December 31,
​ | ​ | 2021 | ​ | 2020
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 73,905 | ​ | $ | 30,526
Municipal securities | ​ |  | 88,509 | ​ |  | 89,644
Other debt securities | ​ |  | 26,019 | ​ |  | 25,019
Mortgage-backed securities | ​ |  | 61,294 | ​ |  | 66,425
Total securities | ​ | $ | 249,727 | ​ | $ | 211,614

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The following table presents the contractual maturity of the Company’s securities by contractual maturity date and average yields based on amortized cost (for all obligations on a fully taxable basis) at March 31, 2021. The composition and maturity / repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Maturity By Years |
​ |  | 1 or Less |  | 1 to 5 |  | 5 to 10 |  | Over 10 |  | Total |
U.S. Government agencies | ​ | $ | — | ​ | $ | 124 | ​ | $ | 26,130 | ​ | $ | 47,651 | ​ | $ | 73,905 | ​
State and political subdivisions | ​ |  | 4,947 | ​ |  | 3,460 | ​ |  | 6,324 | ​ |  | 73,778 | ​ |  | 88,509 | ​
Other debt securities | ​ |  | — | ​ |  | 985 | ​ |  | 24,534 | ​ |  | 500 | ​ |  | 26,019 | ​
Mortgage-backed securities | ​ |  | — | ​ |  | 4,017 | ​ |  | 12,354 | ​ |  | 44,923 | ​ |  | 61,294 | ​
Total securities | ​ | $ | 4,947 | ​ | $ | 8,586 | ​ | $ | 69,342 | ​ | $ | 166,852 | ​ | $ | 249,727 | ​
Weighted average yield (1) | ​ |  | 1.90 | % |  | 1.43 | % |  | 2.92 | % |  | 2.46 | % |  | 2.54 | %

(1) | Based on amortized cost, taxable equivalent basis

Deposits

Deposits are the primary source of funds for the Company’s lending and investing activities. The Company provides a range of deposit services to businesses and individuals, including noninterest-bearing checking accounts, interest-bearing checking accounts, savings accounts, money market accounts, IRAs and CDs. These accounts generally earn interest at rates the Company establishes based on market factors and the anticipated amount and timing of funding needs. The establishment or continuity of a core deposit relationship can be a factor in loan pricing decisions. While the Company’s primary focus is on establishing customer relationships to attract core deposits, at times, the Company uses brokered deposits and other wholesale deposits to supplement its funding sources. As of March 31, 2021, brokered deposits represented approximately 1.7% of total deposits.

The Company believes its deposit product offerings are properly structured to attract and retain core low-cost deposit relationships. The average cost of interest-bearing deposits for the three months ended March 31, 2021 was 0.44% compared to 1.10% for the same period in 2020. The decreased cost of interest-bearing deposits was due to changes in rates caused by federal rate-changes during the periods.

Total deposits as of March 31, 2021 were $3.05 billion, which was an increase of $243.0 million from December 31, 2020. This increase was primarily from organic deposit growth. As of March 31, 2021, the Company had outstanding time deposits under $250,000 with balances of $383.5 million and time deposits over $250,000 with balances of $129.0 million.

The following table summarizes the maturities of time deposits $250,000 or more (in thousands).

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​ | ​ | ​ | ​
​ |  | March 31,
​ | ​ | 2021
Three months or less | ​ | $ | 32,161
Three to six months | ​ |  | 26,770
Six to twelve months | ​ |  | 36,117
More than twelve months | ​ |  | 33,906
Total | ​ | $ | 128,954

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Borrowings

The Company uses short-term borrowings and long-term debt to provide both funding and, to a lesser extent, regulatory capital using debt at the Company level which can be downstreamed as Tier 1 capital to the Bank. Borrowings totaled $82.6 million at March 31, 2021, and primarily consisted of $75.0 million in FHLB borrowings and short-term borrowings totaled $7.2 million and consisted entirely of securities sold under repurchase agreements. Long-term debt totaled $39.4 million at March 31, 2021, and $39.3 million at December 31, 2020, and consisted entirely of subordinated debt. For more

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information regarding our borrowings, see "Part I - Item 1. Consolidated Financial Statements - Note 7 – Borrowings and Line of Credit."

Capital Resources

The Company uses leverage analysis to examine the potential of the institution to increase assets and liabilities using the current capital base. The key measurements included in this analysis are the Bank’s Common Equity Tier 1 capital, Tier 1 capital, leverage and total capital ratios. At March 31, 2021 and December 31, 2020, our capital ratios, including our Bank’s capital ratios, exceeded regulatory minimum capital requirements. From time to time we may be required to support the capital needs of our bank subsidiary. We believe we have various capital raising techniques available to us to provide for the capital needs of our bank, if necessary. For more information regarding our capital, leverage and total capital ratios, see “Part I - Item 1. Consolidated Financial Statements - Note 13 - Regulatory Matters.”

Liquidity and Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing and depository needs of its customers. At March 31, 2021, we had $542.8 million of pre-approved but unused lines of credit and $6.9 million of standby letters of credit. These commitments generally have fixed expiration dates and many will expire without being drawn upon. The total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Bank has the ability to liquidate Federal funds sold or securities available-for-sale, or on a short-term basis to borrow and purchase Federal funds from other financial institutions. For more information regarding our off balance sheet arrangements, see “Part I - Item 1. Consolidated Financial Statements - Note 9 – Commitments and Contingent Liabilities.”

Market Risk and Liquidity Risk Management

The Bank’s Asset Liability Management Committee (“ALCO”) is responsible for making decisions regarding liquidity and funding solutions based upon approved liquidity, loan, capital and investment policies. The ALCO must consider interest rate sensitivity and liquidity risk management when rendering a decision on funding solutions and loan pricing. To assist in this process the Bank has contracted with an independent third party to prepare quarterly reports that summarize several key asset-liability measurements. In addition, the third party will also provide recommendations to the Bank’s ALCO regarding future balance sheet structure, earnings and liquidity strategies. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management.

Interest Rate Sensitivity

Interest rate sensitivity refers to the responsiveness of interest-earning assets and interest-bearing liabilities to changes in market interest rates. In the normal course of business, we are exposed to market risk arising from fluctuations in interest rates. ALCO measures and evaluates the interest rate risk so that we can meet customer demands for various types of loans and deposits. ALCO determines the most appropriate amounts of on-balance sheet and off-balance sheet items. The primary measurements we use to help us manage interest rate sensitivity are an earnings simulation model and an economic value of equity model. These measurements are used in conjunction with competitive pricing analysis and are further described below.

Earnings Simulation Model We believe interest rate risk is effectively measured by our earnings simulation modeling. Earning assets, interest-bearing liabilities and off-balance sheet financial instruments are combined with simulated forecasts of interest rates for the next 12 months and 24 months. To limit interest rate risk, we have guidelines for our earnings at risk which seek to limit the variance of net interest income in instantaneous changes to interest rates. We also periodically monitor simulations based on various rate scenarios such as non-parallel shifts in market interest rates over time. For changes up or down in rates from our dynamic interest rate forecast over the next 12 and 24 months, limits in the decline in net interest income are as follows:

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​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Maximum Percentage Decline
​ | ​ | ​ | ​ | ​ | ​ | in Net Interest
​ | ​ | ​ | ​ | ​ | ​ | Income from the Budgeted
​ | ​ | Estimated % Change in Net | ​ | or Base Case
​ | ​ | Interest Income Over 12 | ​ | Projection of Net Interest
​ | ​ | Months | ​ | Income
March 31, 2021: |  | Increase + |  | Decrease - |  | Next 12 Months
An instantaneous, parallel rate increase or decrease of the following at the beginning of the third quarter: | ​ | ​ | ​ | ​ | ​ | ​
± 100 basis points |  | 6.22% |  | (0.81)% |  | 8%
± 200 basis points |  | 12.66% | ​ | (1.23)% | ​ | 14%

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Economic Value of Equity Our economic value of equity model measures the extent that estimated economic values of our assets, liabilities and off-balance sheet items will change as a result of interest rate changes. Economic values are determined by discounting expected cash flows from assets, liabilities and off-balance sheet items, which establishes a base case economic value of equity.

To help monitor our related risk, we’ve established the following policy limits regarding simulated changes in our economic value of equity:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Maximum
​ | ​ | ​ | ​ | ​ | ​ | Percentage
​ | ​ | ​ | ​ | ​ | ​ | Decline in
​ | ​ | ​ | ​ | ​ | ​ | Economic Value
​ | ​ | ​ | ​ | ​ | ​ | of Equity from
​ | ​ | ​ | ​ | ​ | ​ | the Economic
​ | ​ | ​ | ​ | ​ | ​ | Value of Equity
​ | ​ | Current Estimated Instantaneous | ​ | at Currently
​ | ​ | Rate Change | ​ | Prevailing
March 31, 2021: | ​ | Increase + | ​ | Decrease - | ​ | Interest Rates
Instantaneous, Parallel Change in Prevailing Interest Rates Equal to: |  |  |  | ​
±100 basis points |  | 5.29% | ​ | (7.48)% | ​ | 10%
±200 basis points |  | 9.26% | ​ | (8.03)% | ​ | 15%

​

At March 31, 2021, our model results indicated that we were within these policy limits.

Liquidity Risk Management

The purpose of liquidity risk management is to ensure that there are sufficient cash flows to satisfy loan demand, deposit withdrawals, and our other needs. Traditional sources of liquidity for a bank include asset maturities and growth in core deposits. A bank may achieve its desired liquidity objectives from the management of its assets and liabilities and by internally generated funding through its operations. Funds invested in marketable instruments that can be readily sold and the continuous maturing of other earning assets are sources of liquidity from an asset perspective. The liability base provides sources of liquidity through attraction of increased deposits and borrowing funds from various other institutions.

Changes in interest rates also affect our liquidity position. We currently price deposits in response to market rates and intend to continue this policy. If deposits are not priced in response to market rates, a loss of deposits could occur which would negatively affect our liquidity position.

Scheduled loan payments are a relatively stable source of funds, but loan payoffs and deposit flows fluctuate significantly, being influenced by interest rates, general economic conditions and competition. Additionally, debt security investments are subject to prepayment and call provisions that could accelerate their payoff prior to stated maturity. We attempt to price our deposit products to meet our asset/liability objectives consistent with local market conditions. Our ALCO is responsible for monitoring our ongoing liquidity needs. Our regulators also monitor our liquidity and capital resources on a periodic basis.

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The Company has $4.9 million in investments that mature throughout the next 12 months. The Company also anticipates $16.7 million of principal payments from mortgage-backed securities over the same period. The Company also has unused borrowing capacity in the amount of $276.7 million available with the Federal Reserve, FHLB, several correspondent banks and a line of credit. With these sources of funds, the Company currently anticipates adequate liquidity to meet the expected obligations of its customers.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

This item is not required for a Smaller Reporting Company.

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ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, including SmartFinancial’s Chief Executive Officer and Chief Financial Officer, SmartFinancial has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2021 (the “Evaluation Date”). Based on such evaluation, SmartFinancial’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, SmartFinancial’s disclosure controls and procedures were effective to ensure that information required to be disclosed by SmartFinancial in the reports that it files or submits under the Exchange Act is (i) accumulated and communicated to SmartFinancial’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decision regarding the required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in SmartFinancial’s internal control over financial reporting during SmartFinancial’s fiscal quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, SmartFinancial’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

SmartFinancial, Inc. and its wholly owned subsidiary, SmartBank, are periodically involved as a plaintiff or a defendant in various legal actions in the ordinary course of business. While the outcome of these matters is not currently determinable, management does not expect the disposition of any of these matters to have a material adverse impact on the Company’s financial condition, financial statements or results of operations.

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Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Part I--Item 1A--Risk Factors” in our Form 10-K for the year ended December 31, 2020. These factors could materially and adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. Please be aware that these risks may change over time and other risks may prove to be important in the future. In addition, these risks may be heightened by the continued disruption and uncertainty resulting from COVID-19. There have been no material changes from the risk factors described in our Form 10-K for the year ended December 31, 2020.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

| (a) | Not applicable

| (b) | Not applicable

| (c) | Issuer Purchases of Registered Equity Securities

On November 20, 2018, the Company announced that its board of directors has authorized a stock repurchase plan pursuant to which the Company may purchase up to $10.0 million in shares of the Company’s outstanding common stock. Stock repurchases under the plan will be made from time to time in the open market, at the discretion of the management of the Company, and in accordance with applicable legal requirements. The stock repurchase plan does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, amended, suspended, or discontinued at any time. As of March 31, 2021, we have purchased $5.5 million of the authorized $10.0 million and may purchase up to an additional $4.5 million in the Company’s outstanding common stock.

The following table summarizes the Company’s repurchase activity during the three months ended March 31, 2021.

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Maximum
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Number (or
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Approximate
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Dollar Value) of
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares That May
​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of Shares | ​ | Yet Be Purchased
​ | ​ | Total Number of | ​ | Weighted | ​ | Purchased as Part of | ​ | Under the Plans
​ | ​ | Shares | ​ | Average Price Paid | ​ | Publicly Announced | ​ | or Programs (in
Period |  | Repurchased |  | Per Share |  | Plans or Programs |  | thousands)
January 1, 2021 to January 31, 2021 | ​ | 28,189 | ​ | $ | 20.15 | ​ | 28,189 | ​ | $ | 5,124
February 1, 2021 to February 28, 2021 |  | 31,421 | ​ | ​ | 20.37 | ​ | 31,421 | ​ | ​ | 4,484
March 1, 2021 to March 31, 2021 |  | — | ​ | ​ | — | ​ | — | ​ | ​ | 4,484
Total | ​ | 59,610 | ​ | $ | 20.26 | ​ | 59,610 | ​ | $ | 4,484

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Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not Applicable.

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Item 5. Other Information.

None.

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Item 6. Exhibits

​ | ​ | ​ | ​ | ​
Exhibit No. |  | Description |  | Location
2.1 | ​ | Agreement and Plan of Merger, dated April 13, 2021, by and between SmartFinancial, Inc. and Sevier County Bancshares, Inc. | ​ | Incorporated by reference to Exhibit 2.1 to Form 8-K filed April 14, 2021
2.2 | ​ | Purchase Agreement, dated as of May 2, 2021, by and among Warren Payne, G. Price Cooper, B. Wade West, Craig Phillipy, and SmartBank | ​ | Incorporated by reference to Exhibit 2.1 to Form 8-K filed May 3, 2021
3.1 | ​ | Second Amended and Restated Charter of SmartFinancial, Inc. | ​ | Incorporated by reference to Exhibit 3.3 to Form 8-K filed September 2, 2015
3.2 | ​ | Second Amended and Restated Bylaws of SmartFinancial, Inc. | ​ | Incorporated by reference to Exhibit 3.1 to Form 8-K filed October 26, 2015
31.1 | ​ | Certification pursuant to Rule 13a -14(a)/15d-14(a) | ​ | Filed herewith.
31.2 | ​ | Certification pursuant to Rule 13a -14(a)/15d-14(a) | ​ | Filed herewith.
32.1 | ​ | Certification pursuant to 18 USC Section 1350 -Sarbanes-Oxley Act of 2002 | ​ | Furnished herewith.
32.2 | ​ | Certification pursuant to 18 USC Section 1350 -Sarbanes-Oxley Act of 2002 | ​ | Furnished herewith.
101 | ​ | Interactive Data Files (formatted as Inline XBRL) | ​ | Filed herewith.
104 | ​ | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101 | ​ | Filed herewith

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​

​ | ​ | ​
​ | ​ | SmartFinancial, Inc.
​ | ​ | ​
Date: | May 10, 2021 | /s/ William Y. Carroll, Jr.
​ | ​ | William Y. Carroll, Jr.
​ | ​ | President and Chief Executive Officer
​ | ​ | (principal executive officer)
​ | ​ | ​
Date: | May 10, 2021 | /s/ Ronald J. Gorczynski
​ | ​ | Ronald J. Gorczynski
​ | ​ | Executive Vice President and Chief Financial Officer
​ | ​ | (principal financial officer and accounting officer)

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​

​

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