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Home›Bank loan swap›SMARTFINANCIAL INC. MANAGEMENT REPORT OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

SMARTFINANCIAL INC. MANAGEMENT REPORT OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

By Edith Waits
March 14, 2022
5
0
The following is a discussion of our financial condition and results of our
operations for the years ended December 31, 2021 and 2020 and our results of
operations for each of the years in the three-year period ended December 31,
2021, 2020 and 2019. The purpose of this discussion is to focus on information
about our financial condition and results of operations which is not otherwise
apparent from our consolidated financial statements. The following discussion
and analysis should be read along with our consolidated financial statements and
the related notes included. This discussion and analysis contains
forward-looking statements that are subject to certain risks and uncertainties
and are based on certain assumptions that we believe are reasonable but may
prove to be inaccurate. Certain risks, uncertainties and other factors,
including those set forth in the "Forward-Looking Statements" and "Risk Factors"
sections of this Annual Report, may cause actual results to differ materially
from those projected results discussed in the forward-looking statements
appearing in this discussion and analysis. We assume no obligation to update any
of these forward-looking statements.

Company overview


We are a bank holding company that was incorporated on September 19, 1983 under
the laws of the State of Tennessee, and operate primarily through our
wholly-owned bank subsidiary, SmartBank. At December 31, 2021 the Bank provides
a comprehensive suite of commercial and consumer banking services to clients
through 40 full-service bank branches and three loan production offices 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 and leases to individuals for a variety of
purposes. Our principal sources of funds for loans and leases 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.

Executive Summary

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

? Completion of acquisitions and integration of Fountain Leasing, LLC

(“Fountain”) and Sevier County Bancshares, Inc. (“SCB”).

? Continued to create approximately 1,801 paycheck protection programs

(“PPP”) loans totaling $138.4 millionduring 2021.

Total net income $34.8 millionWhere $2.22 per diluted ordinary share, at the price of

? fiscal year ended in 2021 compared to $24.3 millionWhere $1.62 per common diluted

share, for the same period in 2020.

? Ended 2021 with record total assets of $4.6 billionnet loans of $2.7

billion and deposits of $4.0 billion.

? Return on average assets was 0.91% for the year ended December 31, 2021,

compared to 0.79% for the year ended December 31, 2020.

? Successful completion of the facelift of an experienced banking team in the Gulf

coastal region and opened a new branch in Mobile, AL.

Hiring of experienced members of the commercial banking team in Auburn, Dothan, Montgomery

? and Birmingham, AL., with approval of requests for new branches in Auburn,

Dothan and Montgomery, AL and a loan production office Birmingham, AL.

? Successfully completed raising a Gulf Coast Wealth Management Team

manager ~$350 million in assets under management.

? In the Nashville, TN Metropolitan Statistical Area, hired several senior executives

   relationship managers.


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  Table of Contents

Analysis of operating results

2021 vs. 2020


Net income was $34.8 million, or $2.22 per diluted common share in 2021,
compared to $24.3 million, or $1.62 per diluted common share in 2020.  The tax
equivalent net interest margin for 2021 was 3.24% compared to 3.61% for 2020.
Noninterest income to average assets was 0.62% for 2021, increasing from 0.50%
for 2020. Noninterest expense to average assets decreased to 2.38% in 2021, from
2.50% in 2020. The results above include operating effects of the Fountain and
SCB acquisitions, which were completed on May 3, 2021, and September 1, 2021,
respectively.  Income tax expense was $9.5 million in 2021 with an effective tax
rate of 21.5%, compared to $6.6 million in 2020 with an effective tax rate
of
21.2%.

2020 compared to 2019

Net income was $24.3 million, or $1.62 per diluted common share in 2020,
compared to $26.5 million, or $1.89 per diluted common share in 2019.  The tax
equivalent net interest margin for 2020 was 3.61% compared to 3.95% for 2019.
Noninterest income to average assets was 0.50% for 2020, decreasing from 0.65%
for 2019. Noninterest expense to average assets decreased to 2.50% in 2020, from
2.70% in 2019. The results above include operating effects of the PFG
acquisition, which was completed on March 1, 2020.  Income tax expense was $6.6
million in 2020 with an effective tax rate of 21.2%, compared to $6.9 million in
2019 with an effective tax rate of 20.6%.

Net Interest Income and Yield Analysis


The management of interest income and expense is fundamental to our financial
performance. Net interest income, the difference between interest income and
interest expense, is the largest component of the Company's total revenue.
Management closely monitors both total net interest income and the net interest
margin (net interest income divided by average earning assets). We seek to
maximize net interest income without exposing the Company to an excessive level
of interest rate risk through our asset and liability policies. Interest rate
risk is managed by monitoring the pricing, maturity and repricing options of all
classes of interest-earning assets and interest-bearing liabilities. Our net
interest margin can also be adversely impacted by the reversal of interest on
nonaccrual loans and the reinvestment of loan payoffs into lower yielding
investment securities and other short-term investments.

2021 vs. 2020


Net interest income, taxable equivalent, increased to $114.0 million in 2021
from $101.4 million in 2020.  Average earning assets increased from $2.8 billion
in 2020 to $3.5 billion in 2021, primarily as a result of the acquisition of PFG
completed March 1, 2020, the acquisition of Fountain completed May 3, 2021, the
acquisition of SCB completed September 1, 2021, participation in the PPP and
continued organic loan and lease growth.  Over this period, average loan and
lease balances increased by $245.4 million, average interest-earning cash and
federal funds sold increased by $372.1 million and average securities increased
by $93.5 million.  Average interest-bearing deposits increased by $552.5
million, average noninterest-bearing deposits increased $270.5 million and
average borrowings decreased $94.1 million. The tax equivalent net interest
margin decreased to 3.24% for 2021, compared to 3.61% for 2020. The yield on
earning assets decreased from 4.20% for 2020, to 3.57% for 2021, primarily due
to the on-going effects of rate cuts by the Federal Reserve during the first
quarter of 2020, to a lesser extent loan yields declining from market
competition and lower yielding excess liquidity, offset by PPP fee accretion and
loan fees. The cost of average interest-bearing deposits decreased from 0.71%
for 2020, to 0.36% for 2021, primarily due to a lower interest rate environment
during the period.

2020 compared to 2019

Net interest income, taxable equivalent, increased to $101.4 million in 2020
from $84.3 million in 2019.  Net interest income was positively impacted,
compared to the prior year, primarily due to increases in loan balances and a
reduction in interest expense on deposits.  Average earning assets increased
from $2.1 billion in 2019 to $2.8 billion in 2020, primarily as a result of the
acquisition of PFG completed March 1, 2020, organic loan growth and the
Company's participation in the PPP.  Over this period, average loan balances
increased by $452.6 million, average interest-bearing

                                       35

Contents

deposits increased by $290.3 million, average noninterest-bearing deposits
increased $227.7 million and average borrowings increased $155.7 million. The
tax equivalent net interest margin decreased to 3.61% for 2020, compared to
3.95% for 2019. The yield on earning assets decreased from 5.10% for 2019, to
4.20% for 2020, 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 1.35% for 2019, to
0.71% for 2020, primarily due to a lower interest rate environment during the
period.

Summary of average balances, interest and rates

The following table presents, for the periods indicated, information about:
(i) weighted average balances, the total dollar amount of interest income from
interest-earning assets and the resultant average yields; (ii) average balances,
the total dollar amount of interest expense on interest-bearing liabilities and
the resultant average rates; (iii) net interest income; (iv) the interest rate
spread; and (v) the net interest margin.

                                                   2021                                  2020                                  2019
                                      Average                   Yield/      Average                   Yield/      Average                   Yield/
                                      Balance      Interest      Cost       Balance      Interest      Cost       Balance      Interest      Cost
Assets:
Loans and leases, including
fees1                               $ 2,535,006    $ 118,332      4.67 %  $ 2,289,612    $ 111,992      4.89 %  $ 1,836,963    $ 100,831      5.49 %
Loans held for sale                       5,571          250      4.48 %        7,360          320      4.34 %        3,858          171      4.43 %
Taxable securities                      207,459        3,813      1.84 %      122,900        2,423      1.97 %      129,705        3,289      2.54 %
Tax-exempt securities2                   92,708        1,817      1.96 %   

83,765 1,941 2.32% 56,458 1,972 3.49% Fed funds sold and other earning assets

                          680,909        1,622      0.24 %      308,843        1,509      0.49 %      110,380        2,646      2.40 %
Total interest-earning assets         3,521,653      125,834      3.57 %    2,812,480      118,185      4.20 %    2,137,364      108,909      5.10 %
Noninterest-earning assets              317,457                               250,955                               201,976
Total assets                        $ 3,839,110                           $ 3,063,435                           $ 2,339,340

Liabilities and Shareholders'
Equity:
Interest-bearing demand deposits    $   737,251        1,378      0.19 %  $
  481,050        1,013      0.21 %  $   333,100        1,883      0.57 %
Money market and savings
deposits                              1,191,916        3,501      0.29 %      788,006        3,482      0.44 %      651,855        7,827      1.20 %
Time deposits                           533,994        3,970      0.74 %      641,647        9,102      1.42 %      635,451       12,205      1.92 %
Total interest-bearing deposits       2,463,161        8,849      0.36 %    1,910,703       13,597      0.71 %    1,620,406       21,915      1.35 %
Borrowings3                              83,105          540      0.65 %      177,204          816      0.46 %       21,526          319      1.48 %
Subordinated debt                        40,221        2,449      6.09 %       39,301        2,334      5.94 %       39,216        2,341      5.97 %
Total interest-bearing
liabilities                           2,586,487       11,838      0.46 %    2,127,208       16,747      0.79 %    1,681,148       24,575      1.46 %
Noninterest-bearing deposits            841,746                               571,282                               343,611
Other liabilities                        23,189                                23,775                                15,852
Total liabilities                     3,451,422                             2,722,265                             2,040,611
Shareholders' equity                    387,688                               341,170                               298,729
Total liabilities and
shareholders' equity                $ 3,839,110                           $ 3,063,435                           $ 2,339,340
Net interest income, taxable
equivalent                                         $ 113,996                             $ 101,438                             $  84,334
Interest rate spread                                              3.12 %                                3.41 %                                3.64 %
Tax equivalent net interest
margin                                                            3.24 %                                3.61 %                                3.95 %

Percentage of average
interest-earning assets to
average interest-bearing
liabilities                                                     136.16 %                              132.21 %                              127.14 %
Percentage of average equity to
average assets                                                   10.10 %                               11.14 %                               12.77 %


1Loans include PPP loans with an average balance of $196.1 million and $201.5
million for the years ended December 31, 2021, and 2020, respectively.  No PPP
loans are included in year ending December 31, 2019. Loan fees included in loan
income were $11.1 million, $9.8 million, and $3.2 million for 2021, 2020 and
2019, respectively. Loan fee income for the years ended December 31, 2021, and
2020, respectively, includes $9.1 million and $5.9 million accretion of loan
fees on PPP loans.  No loan fees on PPP loans are included in year ended
December 31, 2019.

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% in 2021,
2020 and 2019. The taxable-equivalent adjustment was $602 thousand, $572
thousand and $454 thousand for 2021, 2020 and 2019, respectively.

3Includes average balance of $91,190 in Paycheck Protection Liquidity Facility
("PPLF") funding in the twelve month period ended December 31, 2020.  No PPLF
funding was used the twelve month periods ended December 31, 2021, and 2019.

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  Table of Contents

Rate and Volume Analysis

Increases and decreases in interest income and interest expense result from changes in the average balances (volume) of interest-bearing assets and interest-bearing liabilities, as well as changes in average interest rates.

Report

interest income, taxable equivalent, increased by $12.6 million between
the years ended December 31, 2021 and 2020 and by $17.1 million between
the years ended December 31, 2020 and 2019. The following is an analysis of the
changes in net interest income comparing the changes attributable to rates and
those attributable to volumes (in thousands):

                                           2021 Compared to 2020                  2020 Compared to 2019
                                        Increase (decrease) due to             Increase (decrease) due to
                                      Rate        Volume         Net          Rate        Volume        Net
Interest-earning assets:
Loans and leases                    $ (5,664)    $  12,004    $   6,340    $ (13,644)    $ 24,805    $  11,161
Loans held for sale                         8         (78)         (70)           (9)         158          149
Taxable Securities                      (324)        1,714        1,390         (693)       (173)        (866)
Tax-exempt securities                   (397)          273        (124)         (985)         954         (31)
Federal funds and other earning
assets                                (1,013)        1,126          113       (5,214)       4,077      (1,137)
Total interest-earning assets         (7,390)       15,039        7,649    

(20,545) 29,821 9,276

Interest-bearing sight deposits (173) 538 365

  (1,706)         836        (870)
Money market and savings
deposits                              (1,765)        1,784           19       (5,980)       1,635      (4,345)
Time deposits                         (3,605)      (1,527)      (5,132)       (3,222)         119      (3,103)
Total interest-bearing deposits       (5,543)          795      (4,748)    
 (10,908)       2,590      (8,318)
Borrowings                                163        (439)        (276)       (2,632)       3,129          497
Subordinated debt                          59           56          115          (12)           5          (7)
Total interest-bearing
liabilities                           (5,321)          412      (4,909)      (13,552)       5,724      (7,828)

Net interest income                 $ (2,069)    $  14,627    $  12,558    $  (6,993)    $ 24,097    $  17,104

Changes in net interest income are attributed to either changes in average
balances (volume change) or changes in average rates (rate change) for earning
assets and sources of funds on which interest is received or paid. Volume change
is calculated as change in volume times the previous rate while rate change is
change in rate times the previous volume. The change attributed to rates and
volumes (change in rate times change in volume) is considered above as a change
in volume.

Noninterest Income

Non-interest revenue is an important component of our total revenue. A significant portion of our non-interest income comes from service charges associated with deposit accounts and bank charges related to mortgage loans.

The following table provides a summary of non-interest revenue for the periods presented (in thousands of dollars):

                                          Year Ended                            Year Ended
                                        December 31,           2021 - 2020     December 31,       2020 - 2019
                                       2021        2020          Change            2019             Change
Service charges on deposit
accounts                             $  4,650    $  3,403    $       1,247    $         2,902   $         501
Gain on sale of securities                 45           6               39                 34            (28)
Mortgage banking                        4,040       3,875              165              1,566           2,309
Investment services                     2,167       1,566              601                946             620
Insurance commissions                   3,285       1,850            1,435                  -           1,850
Interchange and debit card
transaction fees, net                   4,284       2,413            1,871                628           1,785
Merger termination fee                      -           -                -              6,400         (6,400)
Other                                   5,478       2,313            3,165              2,839           (526)
Total noninterest income             $ 23,949    $ 15,426    $       8,523    $        15,315   $         111


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  Table of Contents

2021 compared to 2020

Noninterest income increased $8.5 million to $23.9 million in 2021, compared to
$15.4 million in 2020.  The primary components of the changes in noninterest
income were as follows:

? Increased service charges on deposit accounts, linked to PFG and SCB

acquisitions, deposit growth and transaction volume;

? Increase in investment services, arising from increased production;

Increase in insurance commissions, mainly from a full year of insurance

? commissions in 2021 and placement of life insurance contracts on the first

quarter 2021;

? Increase in interchange and debit card transaction fees, linked to the increase

the volume, deposit growth and acquisitions of PFG and SCB; and

Increase in others, mainly related to; 1.) added new rental fee income

from the acquisition of Fountain, 2.) the proceeds of the redemption value of

? life insurance held by the bank from the additional BOLI purchased during the first

quarter of 2021 and 3.) Newly Created Capital Markets Swap Fee Income

program in the second quarter of 2021.

2020 vs. 2019

Non-interest income increased $111,000 for $15.4 million in 2020, compared to
$15.3 million in 2019. The main components of changes in non-interest income were as follows:

? Increased service charges on deposit accounts, linked to PFG

acquisition, deposit growth and transaction volume;

? Increase in mortgage banking, due to increased volume due to low rate

environment;

? Increase in investment services, resulting from the increase in the production of

hiring of staff in 2019;

? Added insurance commissions from an acquired insurance agency in the PFG

acquisition;

? Increase in net interchange and debit card transaction fees, linked to the

increased volume resulting from the acquisition of PFG and growth in deposits; and

? Decrease in the merger termination indemnity, recorded in the second quarter of 2019.



Noninterest Expense

The following table provides a summary of non-interest expenses for the periods presented (in thousands of dollars):

                                         Year Ended                          Year Ended
                                       December 31,           2021 - 2020   December 31,       2020 - 2019
                                      2021        2020          Change          2019            Change
Salaries and employee benefits      $ 51,656    $ 42,911    $       8,745   $      36,635    $       6,276
Occupancy and equipment               10,196       8,348            1,848           6,716            1,632
FDIC insurance                         1,833       1,190              643             140            1,050
Other real estate and loan
related expense                        2,098       2,050               48           1,320              730
Advertising and marketing                830         834              (4)             983            (149)
Data processing and technology         6,364       4,476            1,888           4,190              286
Professional services                  3,147       2,958              189           2,375              583
Amortization of intangibles            2,256       1,740              516           1,368              372
Merger related and restructuring
expenses                               3,701       4,565            (864)           3,219            1,346
Other                                  9,310       7,647            1,663           6,205            1,442
Total noninterest expense           $ 91,391    $ 76,719    $      14,672  
$      63,151    $      13,568


2021 compared to 2020

Noninterest expense increased $14.7 million to $91.4 million in 2021, compared
to $76.7 million in 2020.  The primary components of the changes in noninterest
expense were as follows:

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  Table of Contents

Increase in salaries and benefits related to the acquisition of PFG

completed March 1, 2020Acquisition of Fountain finalized May 3, 2021SCB

? acquisition completed September 1, 2021and the overall franchise growth of

talents hired in Auburn, Dothan, Montgomery and Birmingham Alabamaand

Tallahassee, Florida;

? Increased occupancy and equipment, due to ongoing infrastructure and

facilities added to accommodate growth in operations;

? Increase in FDIC insurance, linked to continued asset growth;

? Increase in data processing and technology, mainly

infrastructure construction and overall growth; and

? The others were up, mainly due to an investment in a start-up fintech company and

other expenses related to the continued growth of the franchise.

2020 vs. 2019


Noninterest expense increased $13.6 million to $76.7 million in 2020, compared
to $63.2 million in 2019.  The primary components of the changes in noninterest
expense were as follows:

? Increase in wages and benefits, due to overall franchise growth,

including the acquisition of PFG;

Increased occupancy and equipment, associated with infrastructure and

? facilities added to accommodate the growth of our business and the

branches of the acquisition of PFG;

Increase in FDIC insurance, related to the increase in assets due to all assets

growth resulting from our acquisition of PFG, the growth of deposits and the production of

? PPP loans. The Company recognized a credit in 2019 from the FDIClike

result of the FDIC Insurance exceeding 1.38% of insured deposits at June 30th,

2019;

? Increase in other actual and loan-related expenses, mainly due to

increased activity in loan-related production;

? Increase in professional services, due to increased volume of services

carried out ;

? Increase in merger and restructuring charges, following the acquisition of

PFG and the consolidation and termination of two leased properties; and

? Increase in other non-interest expense due to overall franchise growth.


Income Taxes

2021 compared to 2020

In 2021, income tax expense totaled $9.5 million compared to $6.6 million in
2020. The effective tax rate was approximately 21.5% for 2021 compared to 21.2%
in 2020.

2020 compared to 2019

In 2020, income tax expense totaled $6.6 million compared to $6.9 million in
2019. The effective tax rate was approximately 21.2% for 2020 compared to 20.6%
in 2019.

Composition of the loan and lease portfolio


Our loans and leases represent the largest portion of our earning assets,
substantially greater than the securities portfolio or any other asset category,
and the quality and diversification of the loan and lease portfolio is an
important consideration when reviewing our financial condition. The Company had
total net loans and leases outstanding, including organic and purchased loans
and leases, of approximately $2.67 billion at December 31, 2021 and $2.36
billion at December 31, 2020. Loans secured by real estate, consisting of
commercial or residential property, are the principal component of our loan
and
lease portfolio.

Organic Loans and Leases
Our organic net loans and leases, which excludes loans and leases purchased
through acquisitions, increased by $242.9 million, or 12.3% from December 31,
2020, to $2.22 billion at December 31, 2021.  Included in the growth was $50.9
million of PPP loans that were originated and funded during 2021.

                                       39

  Table of Contents

Purchased Loans and Leases

Net purchased non-credit impaired loans and leases of $408.6 million at December
31, 2021 increased by $57.9 million from December 31, 2020.  Since December 31,
2020, our net purchased credit impaired ("PCI") loans and leases increased by
$9.4 million to $41.2 million at December 31, 2021. The increase in net
purchased non-credit impaired loans and leases and PCI loans and leases is
related to the acquisitions of Fountain and SCB and offset by maturities,
paydowns and payoffs.

The following tables summarize the composition of our loan and lease portfolio at the 31st of December for the periods presented (in thousands of dollars):

                                                                       2021
                                                         Purchased      Purchased                    % of
                                                        Non-Credit       Credit          Total       Gross
                                           Organic       Impaired       Impaired        Amount       Total
Commercial real estate-mortgage          $ 1,157,702    $   205,579    $    20,875    $ 1,384,156     51.4 %
Consumer real estate-mortgage                346,322        119,117         11,833        477,272     17.7 %
Construction and land development            258,196         17,308          2,882        278,386     10.3 %
Commercial and industrial                    449,909         35,599        
 2,516        488,024     18.1 %
Leases                                        18,067         32,471          3,170         53,708      2.0 %
Consumer and other                            10,536          1,244             71         11,851      0.4 %
Total gross loans and leases
receivable, net of deferred fees           2,240,732        411,318         41,347      2,693,397    100.0 %
Allowance for loan and leases losses        (16,441)    $   (2,732)          (179)       (19,352)
Total loans and leases, net              $ 2,224,291    $   408,586    $   
41,168    $ 2,674,045


                                                                       2020
                                                         Purchased      Purchased                    % of
                                                        Non-Credit       Credit          Total       Gross
                                           Organic       Impaired       Impaired        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 %
Leases                                             -              -              -              -        - %
Consumer and other                             9,250          3,539             27         12,816      0.5 %
Total gross loans and leases
receivable, net of deferred fees           1,997,579        352,600         32,064      2,382,243    100.0 %
Allowance for loan and lease losses         (16,154)        (1,883)        
 (309)       (18,346)
Total loans and leases, net              $ 1,981,425    $   350,717    $    31,755    $ 2,363,897

Loan and lease portfolio maturities

The following table shows the maturity distribution of our loans and leases, including interest rate sensitivity for loans and leases maturing after one year (in thousands of dollars):

                                                                                                                            Rate Structure for Loans and Leases
                                                                                                                                  Maturing Over One Year
                                         One Year     One through      Five through      Over Fifteen                           Fixed                 Floating
                                          or Less      Five Years      Fifteen Years        Years            Total              Rate                    Rate

Commercial real estate-mortgage $125,736 $586,818 $

 656,868    $       14,734    $ 1,384,156    $           836,124      $    

422 296

Consumer real estate-mortgage               33,421         171,730           181,159            90,962        477,272                219,344           

224,507

Construction and land development           77,540         116,704         
  62,188            21,954        278,386                 96,468               104,378
Commercial and industrial                  133,794         239,676           107,040             7,514        488,024                284,513                69,717
Leases                                       2,157          51,551                 -                 -         53,708                 51,551                     -
Consumer and other                           5,270           5,978               546                57         11,851                  6,327                   254
Total loans and leases                   $ 377,918    $  1,172,457   $     1,007,801    $      135,221    $ 2,693,397    $         1,494,327      $        821,152

Delinquent, unexpired and restructured loans and leases


Loans and leases are considered past due when the contractual amounts due with
respect to principal and interest are not received within 30 days of the
contractual due date. Loans and leases are generally classified as nonaccrual if
they are past

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  Table of Contents
due for a period of 90 days or more, unless such loans and leases are well
secured and in the process of collection. If a loan or lease, or a portion of a
loan or lease is classified as doubtful or as partially charged off, the loan or
lease is generally classified as nonaccrual. Loans and leases that are on a
current payment status or past due less than 90 days may also be classified as
nonaccrual if repayment in full of principal and interest is in doubt. Loans and
leases may be returned to accrual status when all principal and interest amounts
contractually due are reasonably assured of repayment within an acceptable
period of time, and there is a sustained period of repayment performance of
interest and principal by the borrower in accordance with the contractual terms.

PCI loans and leases with common risk characteristics are grouped in pools at
acquisition and performance is based on our ability to reasonably estimate the
amount and timing of future cash flows rather than a borrower's ability to repay
contractual loan or lease amounts. Since we are able to reasonably estimate the
amount and timing of future cash flows on the Company's PCI loan and lease
pools, none of these loans and leases have been identified as nonaccrual.

While a loan or lease is classified as nonaccrual and the future collectability
of the recorded loan or lease balance is doubtful, collections of interest and
principal are generally applied as a reduction to the principal outstanding,
except in the case of loans and leases with scheduled amortizations where the
payment is generally applied to the oldest payment due. When the future
collectability of the recorded loan and lease balance is expected, interest
income may be recognized on a cash basis. In the case where a nonaccrual loan
and lease had been partially charged off, recognition of interest on a cash
basis is limited to that which would have been recognized on the recorded loan
and lease balance at the contractual interest rate. Receipts in excess of that
amount are recorded as recoveries to the allowance for loan and lease losses
until prior charge-offs have been fully recovered.

Assets acquired as a result of foreclosure are recorded at estimated fair value
in other real estate owned. Any excess of cost over estimated fair value at the
time of foreclosure is charged to the allowance for loan losses. Valuations are
periodically performed on these properties, and any subsequent write-downs are
charged to earnings. Routine maintenance and other holding costs are included in
noninterest expense.

Loans, excluding pooled PCI loans, are classified as troubled debt
restructurings ("TDR") by the Company when certain modifications are made to the
loan terms and concessions are granted to the borrowers due to financial
difficulty experienced by those borrowers. The Company grants concessions by
(1) reduction of the stated interest rate for the remaining original life of the
debt or (2) extension of the maturity date at a stated interest rate lower than
the current market rate for new debt with similar risk. The Company does not
generally grant concessions through forgiveness of principal or accrued
interest. The Company's policy with respect to accrual of interest on loans
restructured in a TDR follows relevant supervisory guidance. That is, if a
borrower has demonstrated performance under the previous loan terms and shows
capacity to perform under the restructured loan terms, continued accrual of
interest at the restructured interest rate is likely. If a borrower was
materially delinquent on payments prior to the restructuring but shows the
capacity to meet the restructured loan terms, the loan will likely continue as
nonaccrual until there is demonstrated performance under new terms. Lastly, if
the borrower does not perform under the restructured terms, the loan is placed
on non-accrual status. The Company closely monitors these loans and ceases
accruing interest on them if we believe that the borrowers may not continue
performing based on the restructured note terms.

PCI loans that were classified as TDRs prior to acquisition are not classified
as TDRs by the Company after the acquisition date. Subsequent modification of a
PCI loan accounted for in a pool that would otherwise meet the definition of a
TDR is not reported, or accounted for, as a TDR since pooled PCI loans are
excluded from the scope of TDR accounting. A PCI loan not accounted for in a
pool would be reported, and accounted for, as a TDR if modified in a manner that
meets the definition of a TDR after the acquisition date.

Nonperforming loans and leases as a percentage of gross loans and leases, net of
deferred fees, was 0.12% as of December 31, 2021, and 0.24% as of December 31,
2020, respectively. Total nonperforming assets as a percentage of total assets
as of December 31, 2021, totaled 0.11% compared to 0.31% as of December 31,
2020. PCI loans and leases that are included in loan pools are reclassified at
acquisition to accrual status and thus are not included as nonperforming assets.
In 2021, there was $79 thousand in interest income recognized on nonaccrual and
restructured loans compared to the $202 thousand in gross interest income that
would have been recognized if the loans had been current in accordance with
their original terms.

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The following table is a summary of our loans and leases that were past due at
least 30 days but less than 89 days and 90 days or more past due as of December
31, 2021, and 2020 (dollars in thousands):

                                                   Accruing Loans             Accruing Loans
                                                     30-89 Days               90 Days or More            Total Accruing
                                                      Past Due                   Past Due                Past Due Loans
                                                         Percentage of              Percentage of              Percentage of
                                      Total                Loans in                   Loans in                   Loans in
                                      Loans      Amount    Category         Amount    Category         Amount    Category
December 31, 2021
Commercial real estate            $ 1,384,156  $    172           0.01 %  $      -              - %  $    172           0.01 %
Consumer real estate                  477,272       894           0.19           -              -         894           0.19
Construction and land development     278,386        91           0.03     
     -              -          91           0.03
Commercial and industrial             488,024     1,310           0.27          45           0.01       1,355           0.28
Leases                                 53,708       361           0.67           -              -         361           0.67
Consumer and other                     11,851       103           0.87          19           0.16         122           1.03
Total                             $ 2,693,397  $  2,931           0.11    $     64              -    $  2,995           0.11

December 31, 2020
Commercial real estate            $ 1,012,976  $    134           0.01 %  $     67           0.01 %  $    201           0.02 %
Consumer real estate                  443,930     1,967           0.44          82           0.02       2,049           0.46
Construction and land development     278,075       245           0.09     
     -              -         245           0.09
Commercial and industrial             634,446        88           0.01           -              -          88           0.01
Leases                                      -         -              -           -              -           -              -
Consumer and other                     12,816        19           0.15           -              -          19           0.15
Total                             $ 2,382,243  $  2,453           0.10    $    149           0.01    $  2,602           0.11

The following table is a summary of our unexpired loans and leases as of
December 31, 2021and 2020 (in thousands of dollars):

                                                             December 31, 2021                         December 31, 2020
                                                                    Nonaccrual Loans                         Nonaccrual Loans
                                                                           Percentage of                            Percentage of
                                                       Total                 Loans in           Total                 Loans in
                                                       Loans      Amount     Category           Loans      Amount     Category
Commercial real estate                             $ 1,384,156  $     858           0.06 %  $ 1,012,976  $   3,740           0.37 %
Consumer real estate                                   477,272      2,139           0.45        443,930      1,823           0.41
Construction and land development                      278,386          -  
           -        278,075         12              -
Commercial and industrial                              488,024        116           0.02        634,446         36           0.01
Leases                                                  53,708          -              -              -          -              -
Consumer and other                                      11,851         11           0.09         12,816         22           0.17
Total                                              $ 2,693,397  $   3,124           0.12    $ 2,382,243  $   5,633           0.24
Allowance for loans and leases to nonaccrual loans                619.46%                                  325.69%


Potentially problematic loans and leases


At December 31, 2021, problem loans and leases amounted to approximately $3.8
million or 0.14% of total loans and leases outstanding. Potential problem loans
and leases, which are not included in nonperforming loans and leases, represent
those loans and leases 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 and leases.

Breakdown of provision for losses on loans and leases

The allowance for loan and lease losses is an estimate of probable incurred
losses in the loan and lease portfolio. Loans and leases are charged-off against
the allowance when management believes a loan or lease balance is uncollectible.
Subsequent recoveries, if any, are credited to the allowance for loan and lease
losses. Management's methodology for estimating the allowance balance consists
of several key elements, which include specific allowances on individual
impaired loans and leases and the formula driven allowances on pools of loans
and leases with similar risk characteristics.

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Allowance allocations can be made for specific loans or leases, but the entire allowance is available for any loan or lease that management believes should be charged.

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 CECL 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 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.  Adoption for the Company is required for
fiscal years beginning after December 15, 2022, because the Company is an SRC.

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 and lease portfolios, past
loan and lease loss experience, known and inherent risks in the portfolio, the
views of the Bank's regulators, adverse situations that may affect the
borrower's ability to repay (including the timing of future payments), the
estimated value of any underlying collateral, composition of the loan and lease
portfolio, economic conditions, industry and peer bank loan and lease 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 and leases that may
be susceptible to significant change.

We maintain the allowance at a level that we deem appropriate to adequately
cover the probable losses inherent in the loan and lease portfolio. As of
December 31, 2021, and December 31, 2020, our allowance for loan and lease
losses was $19.4 million and $18.3 million, respectively, which we deemed to be
adequate at each of the respective dates. Our allowance for loan and lease loss
as a percentage of total loans and leases was 0.72% at December 31, 2021, and
0.77% at December 31, 2020.

Our purchased loans and leases were recorded at fair value upon acquisition. The
fair value adjustments on the performing purchased loans and leases will be
accreted into income over the life of the loans or leases. At December 31, 2021,
the remaining accretable yield was approximately $14.6 million.  These loans and
leases are subject to the same allowance methodology as our legacy portfolio.
The calculated allowance is compared to the remaining fair value discount to
determine if additional provisioning should be recognized.  Also, at the end of
2021, the outstanding principal balance on PCI loan and leases was $56.6 million
and the carrying value was $41.3 million, for a net difference of $15.3 million
in discounts. At December 31, 2021, there was an allowance on PCI loans and
leases of $179 thousand. The judgments and estimates associated with our
allowance determination are described in Note 1 in the "Notes to Consolidated
Financial Statements."

The following table sets forth, based on management's best estimate, the
allocation of the allowance for credit losses on loans and leases to categories
of loans and leases and loan and lease balances by category and the percentage
of loans and leases in each category to total loans and leases and allowance for
credit losses as a percentage of total loans and leases within each loan and
lease category as of December 31 for each of the past two years (in thousands):

                                         Amount of        Percentage of Loans in Each        Total     Ratio of Allowance Allocated to
                                    Allowance Allocated     Category to Total Loans          Loans          Loans in Each Category
December 31, 2021
Commercial real estate             $               9,781                          51.4 %  $ 1,384,156                              0.71 %
Consumer real estate                               3,454                          17.7        477,272                              0.72
Construction and land development                  1,882                   
      10.3        278,386                              0.68
Commercial and industrial                          3,781                          18.1        488,024                              0.77
Leases                                               330                           2.0         53,708                              0.61
Consumer and other                                   124                           0.4         11,851                              1.05
Total                              $              19,352                         100.0 %  $ 2,693,397                              0.72


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  Table of Contents

December 31, 2020
Commercial real estate             $  7,579    42.5 %  $ 1,012,976   0.75 %
Consumer real estate                  3,471    18.6        443,930   0.78
Construction and land development     2,076    11.7        278,075   0.75
Commercial and industrial             5,107    26.6        634,446   0.80
Leases                                    -       -              -      -
Consumer and other                      113     0.5         12,816   0.88
Total                              $ 18,346   100.0 %  $ 2,382,243   0.77

The allocation by category is determined based on the assigned risk rating, if
applicable, and environmental factors applicable to each category of loans and
leases. For impaired loans and leases, those loans and leases are reviewed for a
specific allowance allocation. Specific valuation allowances related to impaired
loans and leases were approximately $561 thousand at December 31, 2021, compared
to $237 thousand at December 31, 2020. Additional information on the allocation
of the allowance between performing and impaired loans and leases is provided in
Note 5 - Loans and Lease and Allowance for Loan and Lease Losses to our audited
consolidated financial statements.

Analysis of the allowance for losses on loans and leases

The following table presents the information relating to credit losses on loans and leases by loan segment for each of the years of the three-year period ended
the 31st of December(in thousands):


                                       Provision for    Net (charge-offs)   

Average net ratio (charges)

                                       Credit Losses       Recoveries          Loans     Recoveries to Average Loans
For the year ended December 31, 2021
Commercial real estate                $         2,119  $                83  $ 1,213,311                          0.01 %
Consumer real estate                               11                 (28)      450,958                        (0.01)
Construction and land development               (194)                    - 
    293,190                             -
Commercial and industrial                     (1,053)                (273)      526,586                        (0.05)
Leases                                            455                (125)       39,408                        (0.32)
Consumer and other                                295                (284)       11,553                        (2.46)
Total                                 $         1,633  $             (627)  $ 2,535,006                        (0.02)

For the year ended December 31, 2020
Commercial real estate                $         3,052                   19  $   997,660                             - %
Consumer real estate                              879                   16      449,318                             -
Construction and land development                 947                    2 
    266,204                             -
Commercial and industrial                       3,456                (306)      562,254                        (0.05)
Leases                                              -                    -            -                             -
Consumer and other                                349                (311)       14,177                        (2.19)
Total                                 $         8,683  $             (580)  $ 2,289,612                        (0.03)


Investment Portfolio

Our investment portfolio is the second largest component of our interest earning
assets. The portfolio serves the following purposes: (i) to optimize the Bank's
income consistent with the investment portfolio's liquidity and risk objectives;
(ii) to balance market and credit risks of other assets and the Bank's liability
structure; (iii) to profitably deploy funds which are not needed to fulfill loan
demand, deposit redemptions or other liquidity purposes; and (iv) provide
collateral which the Bank is required to pledge against public funds.

Our available-for-sale investment portfolio is carried at fair market value and
our held-to-maturity investment portfolio is carried at amortized cost, and
consists primarily of Federal agency bonds, mortgage-backed securities, state
and municipal securities and other debt securities. Our investment portfolio
increased from $215.6 million at December 31, 2020, to $559.4 million
December 31, 2021, primarily as a result of strategically deploying a portion of
the Bank's cash position. Additionally, the Bank's security portfolio increased
due to the acquisition of SCB.  New purchases were focused on mortgage-backed
securities and Treasuries to provide cash flow and liquidity. Our investment to
asset ratio has increased from 6.5% at December 31, 2020, to 12.1% at December
31, 2021. Over the past year the ratio of investments to our total assets has
increased, primarily due growth in the Bank's cash position driven by the PPP
and the desire to deploy in high quality and higher yielding assets compared to
cash.

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The Company purchased $436.2 million of securities during the year ended
December 31, 2021, which was offset by $149.5 million of sales, maturities and
payments received during the same period. Net unrealized gains in our
available-for-sale securities portfolio were $33 thousand as of December 31,
2021, as compared to a net unrealized gain of $4.0 million as of December 31,
2020. The decrease was primarily attributable to changes in market interest
rates related to our mortgage-backed securities (GSEs) and our municipal
securities portfolio, relative to when the securities were purchased. Our
decision to transfer $74.6 million of available-for-sale securities to the
held-to-maturity category during the fourth quarter of 2021, reflecting our
intent to hold those securities to maturity, reduced the impact of these
interest rate changes.

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 December 31, 2021
(dollars in thousands). The composition and maturity/repricing distribution of
the securities portfolio is subject to change depending on rate sensitivity,
capital and liquidity needs.

                                     1 or Less                  1 to 5                    5 to 10                     Over 10                     Total
                                         Weighted                  Weighted                   Weighted                    Weighted                   Weighted
                                          Average                   Average                    Average                     Average                    Average
Available-for-sale:             Amount   Yield (1)        Amount   Yield
(1)        Amount    Yield (1)         Amount    Yield (1)        Amount    Yield (1)
U.S. Treasury                 $      -           - %    $ 62,463        1.11 %    $  75,749        1.31 %     $       -           - %    $ 138,212        1.22 %
U.S. Government agencies             -           -             -           -         21,898        1.55               -           -         21,898        1.55
State and political
subdivisions                       907        1.80         3,356        1.59          8,652        2.31          54,395        3.78         67,310        3.45
Other debt securities                -           -           987        1.83         25,502        4.59             500        4.50         26,989        4.49
Mortgage-backed securities          65        2.02         2,188        1.62         48,864        1.31         176,894        1.48        228,011        1.45
Total securities              $    972        1.81      $ 68,994        1.16      $ 180,665        1.85       $ 231,789        2.03      $ 482,420        1.84

Held-to-maturity:
U.S. Government agencies      $      -           -      $      -           -      $   3,402        1.55       $  27,621        1.82      $  31,023        1.79
State and political
subdivisions                         -           -             -           -            659        1.72          45,287        1.98         45,946        1.98
Total securities              $      -           -      $      -           -      $   4,061        1.58       $  72,908        1.92      $  76,969        1.90

1 Based on amortized cost, taxable equivalent

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, Individual
Retirement Accounts ("IRAs") and certificates of deposit ("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
December 31, 2021, brokered deposits represented approximately 1.3% of total
deposits.

The following table summarizes the average balances outstanding and average
interest rates for each major category of deposits for 2021 and 2020 (dollars in
thousands):

                                           2021                               2020                               2019
                                Average      % of     Average      Average      % of     Average      Average      % of     Average
                                Balance      Total     Rate        Balance 

Total rate Balance Total rate Non-interest bearing request $841,746 25.5% – $571,282 23.0% – $343,611 17.5% – Interest-bearing demand

           737,251     22.3 %     0.19 %      

Term deposits

                     533,994     16.2 %     0.74 %      641,647     25.9 %     1.42 %      635,451     32.4 %     1.92 %
Total average deposits        $ 3,304,907    100.0 %     0.27 %  $ 2,481,985    100.0 %     0.55 %  $ 1,964,017    100.0 %     1.12 %


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  Table of Contents

In 2021, average deposits increased in all categories except term deposits. The Company believes that its deposit product offerings are properly structured to attract and retain low-cost, core deposit relationships. The average cost of deposits was 0.27% in 2021 compared to 0.55% in 2020.


Total deposits as of December 31, 2021, were $4.0 billion, which was an increase
of $1.2 billion from December 31, 2020.  The increase was primarily from organic
deposit growth and the completed acquisition of SCB.  As of December 31, 2021,
the Company had outstanding time deposits under $250,000 of $414.7 million, time
deposits over $250,000 of $160.0 million, and a time deposit fair value
adjustment of $707 thousand. The following table summarizes the maturities of
time deposits $250,000 or more as of December 31, 2021 (dollars in thousands):

                            December 31,
                                2021
Three months or less       $        35,909
Three to six months                 23,996
Six to twelve months                60,635
More than twelve months             39,412
Total                      $       159,952

Borrowings and Subordinated Debts


Other than deposits, 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.
Total borrowings at December 31, 2021 and 2020, was $87.6 million and $81.2
million, respectively.  Short-term borrowings, included in borrowings, totaled
$5.1 million at December 31, 2021 and $5.8 million at December 31, 2020 and
consisted entirely of securities sold under repurchase agreements. Long-term
debt totaled $41.9 million at December 31, 2021 and $39.3 million at
December 31, 2020 and consisted entirely of subordinated debt.  For more
information regarding our borrowings and subordinated debt, see "Part I -
Item 1. Consolidated Financial Statements - Note 9 - Borrowings and Line of
Credit and Note 10 - Subordinated Debt."

Liquidity


Liquidity refers to the measure of our ability to meet the cash flow
requirements of depositors and borrowers, while at the same time meeting our
operating, capital and strategic cash flow needs, all at a reasonable cost. We
continuously monitor our liquidity position to ensure that assets and
liabilities are managed in a manner that will meet all short-term and long-term
cash requirements. We manage our liquidity position to meet the daily cash flow
needs of customers, while maintaining an appropriate balance between assets and
liabilities to meet the return on investment objectives of our shareholders.

Our liquidity position is supported by management of liquid assets and access to
alternative sources of funds. Our liquid assets include cash, interest-bearing
deposits in correspondent banks, federal funds sold, and fair value of unpledged
investment securities. Other available sources of liquidity include wholesale
deposits, and additional borrowings from correspondent banks, FHLB advances, and
the Federal Reserve discount window.

Our short-term and long-term liquidity requirements are primarily met through
cash flow from operations, redeployment of prepaying and maturing balances in
our loan and investment portfolios, and increases in customer deposits. Other
alternative sources of funds will supplement these primary sources to the extent
necessary to meet additional liquidity requirements on either a short-term or
long-term basis.

As part of our liquidity management strategy, we open federal funds lines with
our correspondent banks. As of December 31, 2021, we had $64.0 million of
unsecured federal funds lines with no funds advanced. In addition, we have
access to the Federal Reserve's discount window in the amount $116.9 million
with no borrowings outstanding as of December 31, 2021. The Federal Reserve
discount window line is collateralized by a pool of commercial real estate loans
and commercial and industrial loans totaling $194.5 million as of December
31,
2021.

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  Table of Contents

At December 31, 2021, we had two FHLB advances outstanding totaling $75 million.
For more information regarding the FHLB advances, see "Part I - Item 1.
Consolidated Financial Statements - Note 9 - Borrowings and Line of Credit."
Based on the values of loans pledged as collateral, we had $164.5 million of
additional borrowing availability with the FHLB as of December 31, 2021. We also
maintain relationships in the capital markets with brokers to issue certificates
of deposit and money market accounts.

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 March 24, 2023. At December 31, 2021, $7.5 million was outstanding
under the line of credit, and $17.5 million of the line of credit remained
available to the Company.

Capital requirements


The Company and Bank is required under federal law to maintain certain minimum
capital levels based on ratios of capital to total assets and capital to
risk-weighted assets. The required capital ratios are minimums, and the federal
banking agencies may determine that a banking organization, based on its size,
complexity or risk profile, must maintain a higher level of capital in order to
operate in a safe and sound manner. Risks such as concentration of credit risks
and the risk arising from non-traditional activities, as well as the
institution's exposure to a decline in the economic value of its capital due to
changes in interest rates, and an institution's ability to manage those risks
are important factors that are to be taken into account by the federal banking
agencies in assessing an institution's overall capital adequacy. 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 Company and Bank's Common Equity Tier 1
capital, Tier 1 capital, leverage and total capital ratios. At December 31,
2021, and 2020, our capital ratios, including our Company and  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. While the
Company believes that it has sufficient capital to withstand the economic impact
of COVID-19, its reported and regulatory capital ratios could be adversely
impacted in future periods. For more information regarding our capital, leverage
and total capital ratios, see "Part I - Item 1. Consolidated Financial
Statements - Note 15 - Regulatory Matters."

The table below summarizes the capital requirements applicable to the Company
and Bank in order to be considered "well-capitalized" from a regulatory
perspective, as well as the Company and Bank's capital ratios as of December 31,
2021 and 2020. The Company and Bank exceeded all regulatory capital requirements
and was considered to be "well-capitalized" as of December 31, 2021 and 2020. As
of December 31, 2021, the FDIC categorized the Bank as well-capitalized under
the prompt corrective action framework. There have been no conditions or events
since December 31, 2021, that management believes would change this
classification. While the Company believes that it has sufficient capital to
withstand the economic impact of COVID-19, its reported and regulatory capital
ratios could be adversely impacted in future periods.

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  Table of Contents

                                                                                         Minimum to be
                                                                                              well
                                                                                       capitalized under
                                                                  Minimum for                prompt
                                                                    capital            corrective action
                                               Actual          adequacy

provisions relating to objectives1

                                         Amount      Ratio      Amount       Ratio      Amount       Ratio
December 31, 2021
SmartFinancial:
Total Capital (to Risk Weighted
Assets)                                 $ 386,627    12.55 %  $   246,483     8.00 %          N/A      N/A
Tier 1 Capital (to Risk Weighted
Assets)                                   325,345    10.56 %      184,862     6.00 %          N/A      N/A
Common Equity Tier 1 Capital (to
Risk Weighted Assets)                     325,345    10.56 %      138,647     4.50 %          N/A      N/A
Tier 1 Capital (to Average Assets)2       325,345     7.45 %      174,578  

4.00% N/A/A

Smart bank:

Total Capital (to Risk Weighted
Assets)                                 $ 378,055    12.29 %  $   246,053     8.00 %  $   307,566    10.00 %
Tier 1 Capital (to Risk Weighted
Assets)                                   358,703    11.66 %      184,539     6.00 %      246,053     8.00 %
Common Equity Tier 1 Capital (to
Risk Weighted Assets)                     358,703    11.66 %      138,405     4.50 %      199,918     6.50 %
Tier 1 Capital (to Average Assets)2       358,703     8.23 %      174,384  

4.00% 217,980 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/A

Smart bank:

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%

1Early corrective action provisions only apply at the Bank level.

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

Contractual obligations

The following tables show, at December 31, 2021our main fixed and determinable contractual obligations (in thousands of dollars):

                                                   As of December 31, 2021, payments due in
                                                                                  More
                                         Less than      1 to 3      3 to 5       than 5
                                           1 year        years       years        years        Total
Operating leases                         $    1,522    $   2,333    $  1,990    $   5,250    $  11,095
Time deposits                               409,656      137,654      26,632            -      573,942
Securities sold under agreement to
repurchase                                    5,085            -           -            -        5,085
FHLB advances and other borrowings            7,500            -          
-       75,000       82,500
Subordinated debt                                 -            -           -       42,500       42,500
Total                                    $  423,763    $ 139,987    $ 28,622    $ 122,750    $ 715,122


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Off-balance sheet arrangements


At December 31, 2021, we had $669.8 million of pre-approved but unused lines of
credit and $17.9 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. Additional information about our off-balance sheet risk exposure
is presented in Note 14-Commitments and Contingencies to our audited
consolidated financial statements.

Critical accounting policies


The Company has identified accounting policies that are the most critical to
fully understand and evaluate its reported financial results and require
management's most difficult, subjective or complex judgments. Management has
reviewed the following critical accounting policies and related disclosures with
the Audit Committee of the Board of Directors. These policies along with a brief
discussion of the material implications of the uncertainties of each policy are
below. For a full description of these critical accounting policies, see Note 1
in the "Notes to Consolidated Financial Statements."

Allowance for loan losses - In establishing the allowance we take into account
reserves required for impaired loans, historical charge-offs for loan types, and
a variety of qualitative factors including economic outlook, portfolio
concentrations, and changes in portfolio credit quality. Many of the qualitative
factors are measurable but there is also a level of subjective assumptions. If
those assumptions change it could have a material impact on the level of the
allowance required and as a result the earnings of the Company.

Fair values for acquired assets and assumed liabilities - Assets and liabilities
acquired are recorded at their respective fair values as of the date of the
acquisition. The excess of the purchase price over the net estimated fair values
of the acquired assets and liabilities is allocated to identifiable intangible
assets with the remaining excess allocated to goodwill. Goodwill has an
indefinite useful life and is evaluated for impairment annually, or more
frequently if events and circumstances indicate that the asset might be
impaired.  An impairment loss is recognized to the extent that the carrying
amount exceeds the asset's fair value. As of December 31, 2021, there was
approximately $91.6 million in goodwill.  The Company performed a qualitative
assessment on goodwill and the results indicated that there was no impairment as
of December 31, 2021.

Cash flow estimates on purchased credit-impaired loans - Purchase credit
impaired loans do not have traditional loan yields and interest income; instead
they have accretable yield and accretion. Any excess of cash flows expected at
acquisition over the estimated fair value is referred to as the accretable
discount and is recognized in interest income as accretion over the remaining
life of the loan when there is reasonable expectation about the amount and
timing of such cash flows. The amount expected to be accreted divided by the
accretable discount is the accretable yield. Cash flow estimates are
re-evaluated quarterly. If the estimated cash flows increase then the accretable
yield over the life of the loan increases. If, however, the estimated cash flows
decrease then impairment is generally recognized immediately.

Valuation of Other Real Estate Owned - Other real estate owned properties are
initially recorded at fair value less selling costs. If the fair value decreases
the assets are written down and are periodically reviewed for further
impairment, if needed.

Valuation of deferred tax assets- Deferred income tax expense results from
changes in deferred tax assets and liabilities between periods. Deferred tax
assets are recognized if it is more likely than not that the tax position will
be realized or sustained upon examination. The determination of whether or not a
tax position has met the more-likely-than-not recognition threshold considers
the facts, circumstances, and information available at the reporting date and is
subject to management's judgment. Deferred tax assets may be reduced by deferred
tax liabilities and a valuation allowance if, based on the weight of evidence
available, it is more likely than not that some portion or all of a deferred tax
asset will not be realized. As of December 31, 2021, there were approximately
$11.2 million in net deferred tax assets.

Evaluation of investment securities for other than temporary impairment- We
evaluate investment securities for other than temporary impairment taking into
account if we do not have the intent to sell a debt security prior to recovery
and it is

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more likely than not that we will not have to sell the debt security prior to
recovery, the security would not be considered other than temporarily impaired
unless a credit loss has occurred in the security. Temporary impairments are
recognized on the balance sheet in other comprehensive income / loss. If a
security becomes permanently impaired the impairment expense would be recognized
and reduce earnings. As of December 31, 2021, there was approximately $2.0
million in gross unrealized losses on investment securities that were classified
as temporarily impaired.

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