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SMARTFINANCIAL INC

For the period ended Jun 30, 2024. Filed Aug 9, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 9, 2024

SMBK$48.50+1.6%Stored close · as of Nov 9, 2026

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Condensed Notes Consolidated Financial Statements

Note 1. Presentation of Financial Information

Nature of Business:

SmartFinancial, Inc. (the “Company,” “SmartFinancial,” “we,” “our” or “us”) 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 Florida. 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 credit losses, the valuation of foreclosed assets and deferred taxes, 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 following unaudited condensed financial statement notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. 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, 2023.

Recently Issued and Adopted Accounting Pronouncements:

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03,Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. The guidance is effective for public companies for fiscal years beginning after December 15, 2023. All other entities have an extra year to adopt; early adoption is permitted. ASU 2022-03 did not have an impact on the Company’s Consolidated Financial Statements.

In March 2023, the FASB issued ASU 2023-01,* “Leases (Topic 842): Common Control Arrangements.”* ASU 2023-01 requires entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group. ASU 2023-01 also provides certain practical expedients applicable to private companies and not-for-profit organizations. The guidance is effective for fiscal years beginning after December 15, 2023. ASU 2023-01 did not have an impact on the Company’s Consolidated Financial Statements.

In March 2023, the FASB issued ASU No. 2023-02,* “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.”* ASU 2023-02 is intended to improve the accounting and disclosures for investments in tax credit structures. ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the

program giving rise to the related income tax credits. Previously, this method was only available for qualifying tax equity investments in low-income housing tax credit structures. The guidance is effective for fiscal years beginning after December 15, 2023. ASU 2023-02 did not have an 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, 2023, 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 November 2023, the FASB issued ASU No. 2023-07,*“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.”*ASU 2023-07 expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is assessing ASU 2023-07, and its adoption is not expected to have a significant impact on our Consolidated Financial Statements.

In December 2023, FASB issued ASU No. 2023-09,* “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.”*ASU 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. The guidance is effective for us for fiscal years beginning after December 15, 2024, though early adoption is permitted. The Company is assessing ASU 2023-09, and its adoption is not expected to have a significant impact on our Consolidated Financial Statements.

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors”. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. Subsequent to adoption, a number of businesses and business groups filed petitions seeking a judicial review of the final rule, asserting that the SEC does not have the authority to promulgate it. In April 2024, the SEC issued an order staying its final rule pending completion of the judicial review of certain petitions consolidated in the U.S. Court of Appeals for the Eighth Circuit. The Company will continue to monitor the outcome of this judicial review.

Note 2. 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 wereno antidilutive shares for the three and six months ended June 30, 2024, and June 30, 2023, respectively.

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
​ · 2024 · 2023 · ​ · 2024 · 2023
Basic earnings per share computation: · ​ · ​ · ​ · ​ · ​
Net income available to common shareholders​$8,003​$8,836​$17,360​$20,336
Average common shares outstanding – basic​16,770,819​16,806,389​16,810,277​16,798,939
Basic earnings per share​$0.48​$0.53​$1.03​$1.21
Diluted earnings per share computation:​​​​
Net income available to common shareholders​$8,003​$8,836​$17,360​$20,336
Average common shares outstanding – basic​16,770,819​16,806,389​16,810,277​16,798,939
Incremental shares from assumed conversions:​​​​
Stock options and restricted stock​79,431​91,702​77,097​98,505
Average common shares outstanding - diluted​16,850,250​16,898,091​16,887,374​16,897,444
Diluted earnings per common share​$0.48​$0.52​$1.03​$1.20

Note 3. Securities

Available-for-sale securities (“AFS”), which include any security for which the Company has no immediate plan to sell, but which may be sold in the future, are carried at fair value. Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in other income. Unrealized gains and losses are recorded, net of related income tax effects, in accumulated other comprehensive income (loss). Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the estimated life of the security. Prepayments are anticipated for mortgage-backed and Small Business Administration (“SBA”) securities. Premiums on callable securities are amortized to their earliest call date.

Held-to-maturity securities (“HTM”), which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the security’s estimated life. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.

The amortized cost, gross unrealized gains and losses and fair value of securities AFS and HTM are summarized as follows*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · June 30, 2024
​ · ​ · ​ · Gross · Gross · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
Available-for-sale: · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
U.S. Treasury​$83,822​$—​$(8,383)​$75,439
U.S. Government-sponsored enterprises (GSEs)​​45,426​​735​​(126)​​46,035
Municipal securities​18,364​46​(592)​17,818
Other debt securities​42,229​174​(3,410)​38,993
Mortgage-backed securities (GSEs)​344,087​897​(22,448)​322,536
Total​$533,928​$1,852​$(34,959)​$500,821
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · June 30, 2024
​ · ​ · ​ · Gross · Gross · ​ · ​
​​Amortized​Unrealized​Unrealized​Fair
Held-to-maturity:​Cost​Gains​Losses​Value
U.S. Government-sponsored enterprises (GSEs)​$48,730​$—​$(7,433)​$41,297
Municipal securities​52,171​—​(6,838)​45,333
Mortgage-backed securities (GSEs)​28,095​—​(3,902)​24,193
Total​$128,996​$—​$(18,173)​$110,823
​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · ​ · Gross · Gross · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
Available-for-sale: · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
U.S. Treasury​$84,307​$—​$(8,274)​$76,033
U.S. Government-sponsored enterprises (GSEs)​​46,983​​1,256​​(146)​​48,093
Municipal securities​18,616​135​(475)​18,276
Other debt securities​36,863​93​(3,887)​33,069
Mortgage-backed securities (GSEs)​254,288​588​(21,937)​232,939
Total​$441,057​$2,072​$(34,719)​$408,410
​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · ​ · Gross · Gross · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
Held-to-maturity: · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
U.S. Treasury​$150,066​$—​$(1,482)​$148,584
U.S. Government-sponsored enterprises (GSEs)​​49,336​​—​​(7,143)​​42,193
Municipal securities​52,680​—​(6,178)​46,502
Mortgage-backed securities (GSEs)​29,154​—​(3,895)​25,259
Total​$281,236​$—​$(18,698)​$262,538

At June 30, 2024 and December 31, 2023, securities with a carrying value totaling approximately $468.6 million and $358.3 million, respectively, were pledged to secure public funds and securities sold under agreements to repurchase.

For the three and six months ended June 30, 2024, and 2023 there wereno gross gains or gross losses related to the sale of investment securities.

The amortized cost and estimated fair value of securities at June 30, 2024, 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.

​​​​​​​
​ · ​ · June 30, 2024
​ · Amortized · Fair
Available-for-sale: · ​ · Cost · ​ · Value
Due in one year or less​$2,757​$2,711
Due from one year to five years​90,095​81,354
Due from five years to ten years​87,123​84,640
Due after ten years​9,866​9,580
​​189,841​178,285
Mortgage-backed securities​344,087​322,536
Total​$533,928​$500,821
​​​​​​​
Held-to-maturity:​​​​​​
Due in one year or less​$—​$—
Due from one year to five years​740​688
Due from five years to ten years​46,911​40,198
Due after ten years​53,250​45,744
​​100,901​86,630
Mortgage-backed securities​28,095​24,193
Total​$128,996​$110,823

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

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · June 30, 2024
​ · ​ · Less than 12 Months · ​ · 12 Months or Greater · ​ · Total
​ · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number
​ · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of
Available-for-sale: · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities
U.S. Treasury​$—​$—​—​$75,440​$(8,383)​9​$75,440​$(8,383)​9
U.S. Government-sponsored enterprises (GSEs)​​9,688​​(110)​3​​5,562​​(16)​5​​15,250​​(126)​8
Municipal securities​1,404​(21)​3​12,437​(571)​19​13,841​(592)​22
Other debt securities​5,149​(202)​3​29,704​(3,208)​26​34,853​(3,410)​29
Mortgage-backed securities (GSEs)​79,493​(592)​32​174,041​(21,856)​88​253,534​(22,448)​120
Total​$95,734​$(925)​41​$297,184​$(34,034)​147​$392,918​$(34,959)​188
​​​​​​​​​​​​​​​​​​​​​​​​​
​​June 30, 2024
​​Less than 12 Months​12 Months or Greater​Total
​​​Gross​Number​​Gross​Number​​Gross​Number
​​Fair​Unrealized​of​Fair​Unrealized​of​Fair​Unrealized​of
Held-to-maturity:​Value​Losses​Securities​Value​Losses​Securities​Value​Losses​Securities
U.S. Government-sponsored enterprises (GSEs)​$—​$—​—​$41,297​$(7,433)​13​$41,297​$(7,433)​13
Municipal securities​—​—​—​45,333​(6,838)​35​45,333​(6,838)​35
Mortgage-backed securities (GSEs)​—​—​—​24,193​(3,902)​5​24,193​(3,902)​5
Total​$—​$—​—​$110,823​$(18,173)​53​$110,823​$(18,173)​53
​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · Less than 12 Months · ​ · 12 Months or Greater · ​ · Total
​ · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number
​ · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of
Available-for-sale: · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities
U.S. Treasury​$—​$—​—​$76,033​$(8,274)​9​$76,033​$(8,274)​9
U.S. Government-sponsored enterprises (GSEs)​​9,743​​(137)​3​​1,482​​(9)​3​​11,225​​(146)​6
Municipal securities​2,786​(2)​2​9,849​(473)​17​12,635​(475)​19
Other debt securities​2,986​(17)​2​29,057​(3,870)​26​32,043​(3,887)​28
Mortgage-backed securities (GSEs)​16,401​(229)​8​176,351​(21,708)​88​192,752​(21,937)​96
Total​$31,916​$(385)​15​$292,772​$(34,334)​143​$324,688​$(34,719)​158
​​​​​​​​​​​​​​​​​​​​​​​​​
​​December 31, 2023
​​Less than 12 Months​12 Months or Greater​Total
​​​Gross​Number​​Gross​Number​​Gross​Number
​​Fair​Unrealized​of​Fair​Unrealized​of​Fair​Unrealized​of
Held-to-maturity:​Value​Losses​Securities​Value​Losses​Securities​Value​Losses​Securities
U.S. Treasury​$—​$—​—​$148,584​$(1,482)​4​$148,584​$(1,482)​4
U.S. Government-sponsored enterprises (GSEs)​​—​​—​—​​42,194​​(7,143)​13​​42,194​​(7,143)​13
Municipal securities​—​—​—​46,500​(6,178)​35​46,500​(6,178)​35
Mortgage-backed securities (GSEs)​—​—​—​25,258​(3,895)​5​25,258​(3,895)​5
Total​$—​$—​—​$262,536​$(18,698)​57​$262,536​$(18,698)​57

For any securities classified as available-for-sale that are in an unrealized loss position at the balance sheet date, the Company assesses whether it intends to sell the security, or more likely than not will be required to sell the security before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because the Company currently does not intend to sell those available-for-sale securities that have an unrealized loss at June 30, 2024, and it is not likely that they we will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company has determined that no write-down is necessary. In addition, the Company evaluates whether any portion of the decline in fair value of available-for-sale securities is the result of credit deterioration, which would require the recognition of an allowance for credit losses. The unrealized losses associated with available-for-sale securities at June 30, 2024, are driven by changes in interest rates and are not due to the credit quality of the securities, and accordingly, no allowance for credit losses is considered necessary related to available-for-sale securities at June 30, 2024. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.

The unrealized losses in the Company’s held-to-maturity portfolio were caused by changes in the interest rate environment. The Company has a zero-loss expectation for its U.S. treasury securities in addition to U.S. Government-sponsored enterprises (GSEs) and mortgage-backed securities (GSEs), and accordingly, no allowance for credit losses is estimated for these securities. The held-to-maturity state and municipal securities are general obligation bonds which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt. All debt securities in an unrealized loss position as of June 30, 2024, continue to perform as scheduled and we do not believe an allowance for credit losses is necessary.

The Company utilizes bond credit ratings assigned by third party ratings agencies to monitor the credit quality of debt securities held-to-maturity. At June 30, 2024, all debt securities classified as held-to-maturity were rated AA- or higher by the ratings agencies. Updated credit ratings are obtained as they become available from the ratings agencies.

Allowance for Credit Losses (“ACL”)

There were no past due or nonaccrual AFS or HTM securities at June 30, 2024, or December 31, 2023. Accrued interest receivable is excluded from the estimate of credit losses and based on the analysis of the underlying risk characteristics of

its AFS and HTM portfolios, including credit ratings and other qualitative factors, there wasno provision for credit losses related to AFS or HTM securities recorded during the three or six months ended June 30, 2024, and 2023, respectively, because the ACL was deemed immaterial.

Other Investments:

Our other investments consist of restricted 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 par value rather than recognizing temporary declines in value. As of June 30, 2024, the Company determined that there wasno impairment on its other investment securities.

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

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · June 30, · ​ · December 31,
​ · 2024 · 2023
Federal Reserve Bank stock​$9,398$9,526
Federal Home Loan Bank stock​4,032​3,786
First National Bankers Bank stock​350​350
Total​$13,780​$13,662

Note 4. Loans and Leases and Allowance for Credit Losses

Portfolio Segmentation:

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

​​​​​​​
​ · ​ · June 30, · ​ · December 31,
​ · ​ · 2024 · ​ · 2023
Commercial real estate​$1,815,363​$1,739,205
Consumer real estate​678,331​649,867
Construction and land development​294,575​327,185
Commercial and industrial​701,460​645,918
Leases​​70,299​​68,752
Consumer and other​14,130​13,535
Total loans and leases​3,574,158​3,444,462
Less: Allowance for credit losses​(34,690)​(35,066)
Loans and leases, net​$3,539,468​$3,409,396

The loan and lease portfolio is disaggregated into segments. There aresix loan and lease portfolio segments that include commercial real estate, consumer real estate, construction and land development, commercial and industrial, leases, and consumer and other.

The following describe risk characteristics relevant to each of the portfolio segments:

Commercial Real Estate: Commercial real estate loans include owner-occupied commercial real estate loans and loans secured by income-producing properties. Owner-occupied commercial real estate loans to operating businesses are long-term financing of land and buildings. These loans are repaid by cash flow generated from the business operation. Real estate loans for income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers are repaid from rent income derived from the properties. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

Consumer Real Estate: Consumer real estate loans include real estate loans secured by first liens, second liens, or open end real estate loans, such as home equity lines. These are repaid by various means such as a borrower’s income, sale of the property, or rental income derived from the property. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

Construction and Land Development: Loans for real estate construction and development are repaid through cash flow related to the operations, sale or refinance of the underlying property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of the real estate or income generated from the real estate collateral. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

Commercial and Industrial: The commercial and industrial loan portfolio segment includes commercial and financial loans. These loans include those loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or expansion projects. Loans are repaid by business cash flows. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrower, particularly cash flows from the customers’ business operations.

Leases: The lease portfolio segment includes leases to small and mid-size companies for equipment financing leases. These leases are secured by a secured interest in the equipment being leased.

Consumer and Other: The consumer loan portfolio segment includes direct consumer installment loans, overdrafts and other revolving credit loans, and educational loans. Loans in this portfolio are sensitive to unemployment and other key consumer economic measures.

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended June 30, 2024
​ · ​ · ​ · ​ · ​ · Consumer · ​ · Construction · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Commercial · ​ · Real · ​ · and Land · ​ · and · ​ · ​ · ​ · ​ · Consumer · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Estate · Development · ​ · Industrial · ​ · Leases · ​ · and Other · ​ · Total
Beginning balance$14,843$7,246$4,704$6,641$657$112$34,203
Charged-off loans and leases​—​107​—​(222)​(245)​(97)​(457)
Recoveries of charge-offs​31​(75)​—​70​—​22​48
Provision charged to expense (1)​756​265​(1,208)​745​258​80​896
Ending balance​$15,630​$7,543​$3,496​$7,234​$670​$117​$34,690
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended June 30, 2023
​ · ​ · ​ · ​ · ​ · Consumer · ​ · Construction · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Commercial · ​ · Real · ​ · and Land · ​ · and · ​ · ​ · ​ · ​ · Consumer · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Estate · Development · ​ · Industrial · ​ · Leases · ​ · and Other · ​ · Total
Beginning balance$14,528$6,411$5,219$5,359$637$125$32,279
Charged-off loans and leases​—​—​—​(35)​(59)​(113)​(207)
Recoveries of charge-offs​1​4​25​85​—​140​255
Provision charged to expense (2)​(215)​333​202​95​8​(3)​420
Ending balance​$14,314​$6,748​$5,446​$5,504​$586​$149​$32,747
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Six Months Ended June 30, 2024
​ · ​ · ​ · ​ · Consumer · ​ · Construction · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Commercial · ​ · Real · ​ · and Land · ​ · and · ​ · ​ · ​ · ​ · Consumer · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Estate · Development · ​ · Industrial · ​ · Leases · ​ · and Other · ​ · Total
Beginning balance$15,264$7,249$4,874$6,924$640$115$35,066
Charged-off loans and leases​—​—​(441)​(423)​(322)​(191)​(1,377)
Recoveries of charge-offs​33​4​—​96​—​50​183
Provision charged to expense (1)​333​290​(937)​637​352​143​818
Ending balance​$15,630​$7,543​$3,496​$7,234​$670​$117​$34,690
​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · Six Months Ended June 30, 2023
​ · ​ · ​ · ​ · Consumer · ​ · Construction · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Commercial · ​ · Real · ​ · and Land · ​ · and · ​ · ​ · ​ · ​ · Consumer · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Estate · Development · ​ · Industrial · ​ · Leases · ​ · and Other · ​ · Total
Beginning balance$10,821$4,028$3,059$3,997$1,293$136$23,334
Impact of adopting ASU 2016-13​​879​​1,952​​2,145​​1,451​​(683)​​13​​5,757
Purchased credit-deteriorated gross up​​2,652​​166​​25​​27​​28​​—​​2,898
Charged-off loans and leases​—​—​—​(208)​(68)​(246)​(522)
Recoveries of charge-offs​3​9​25​105​—​168​310
Provision charged to expense (2)​(41)​593​192​132​16​78​970
Ending balance​$14,314​$6,748​$5,446​$5,504​$586​$149​$32,747
(1)In the provision expense in the consolidated statements of income there was a release of $13 thousand and $375 thousand unfunded commitments through the provision for credit losses not reflected in the three and six months ended June 30, 2024.
(2)In the provision expense in the consolidated statements of income was a release of $307 thousand unfunded commitments through the provision for credit losses not reflected in the three and six months ended June 30, 2023.

We maintain the allowance for credit losses at a level that we deem appropriate to adequately cover the expected credit loss in the loan and lease portfolio. Our provision for credit losses on loan and lease for the three and six months ended June 30, 2024, is $896 thousand and $818 thousand, respectively, and $420 thousand and $970 thousand, during the three

and six months ended June 30, 2023, respectively. As of June 30, 2024, and December 31, 2023, our allowance for credit losses was $34.7 million and $35.1 million, respectively, which we deemed to be adequate at each of the respective dates. Our allowance for credit losses as a percentage of total loans and leases was 0.97% at June 30, 2024, and 1.02% at December 31, 2023.

A description of the general characteristics of the risk grades used by the Company is as follows:

Pass: Loans and leases in this risk category involve borrowers of acceptable-to-strong credit quality and risk who have the apparent ability to satisfy their loan and lease obligations. Loans and leases in this risk grade would possess sufficient mitigating factors, such as adequate collateral or strong guarantors possessing the capacity to repay the debt if required, for any weakness that may exist.

Watch: Loans and leases in this risk category involve borrowers that exhibit characteristics, or are operating under conditions that, if not successfully mitigated as planned, have a reasonable risk of resulting in a downgrade within the next six to twelve months. Loans and leases may remain in this risk category for six months and then are either upgraded or downgraded upon subsequent evaluation.

Special Mention: Loans and leases in this risk grade are the equivalent of the regulatory definition of “Other Assets Especially Mentioned” classification. Loans and leases in this category possess some credit deficiency or potential weakness, which requires a high level of management attention. Potential weaknesses include declining trends in operating earnings and cash flows and /or reliance on the secondary source of repayment. If left uncorrected, these potential weaknesses may result in noticeable deterioration of the repayment prospects for the asset or in the Company’s credit position.

Substandard: Loans and leases in this risk grade are inadequately protected by the borrower’s current financial condition and payment capability or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the orderly repayment of debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans and leases in this risk grade have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, its classification as an estimated loss is deferred until its more exact status may be determined.

Uncollectible: Loans and leases in this risk grade are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean the loan or lease has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan or lease, even though partial recovery may be obtained in the future. Charge-offs against the allowance for credit losses are taken in the period in which the loan or lease becomes uncollectible. Consequently, the Company typically does not maintain a recorded investment in loans or leases within this category.

The Company evaluates the loan risk grading system definitions and allowance for credit loss methodology on an ongoing basis.

The following tables outline the amount of each loan and lease classification and the amount categorized into each risk rating based on year of origination as of June 30, 2024, and December 31, 2023*(in thousands)*:

​​​​​​​​​​​​​​​​​​​​​​​​​​​
​June 30, 2024
​ · Loans Amortized Cost Basis by Origination Year · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · Prior · ​ · Loans · ​ · to Term · ​ · Total
Commercial real estate​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass$99,725​$271,586​$599,513​$406,859​$171,307​$219,680​$13,006​$700​$1,782,376
Watch​-​​5,875​​3,116​​1,906​​2,632​​10,650​​529​​-​​24,708
Special mention​-​​-​​3,174​​-​​-​​-​​-​​-​​3,174
Substandard​-​​851​​-​​3,343​​306​​605​​-​​-​​5,105
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial real estate​99,725​​278,312​​605,803​​412,108​​174,245​​230,935​​13,535​​700​​1,815,363
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer real estate​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​54,060​​120,074​​163,981​​89,557​​50,788​​74,625​​117,389​​2,104​​672,578
Watch​-​​83​​-​​252​​113​​146​​1,422​​-​​2,016
Special mention​-​​-​​-​​-​​-​​51​​-​​-​​51
Substandard​56​​134​​-​​176​​-​​3,166​​154​​-​​3,686
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer real estate​54,116​​120,291​​163,981​​89,985​​50,901​​77,988​​118,965​​2,104​​678,331
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Construction and land development​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​95,413​​77,971​​74,320​​8,576​​2,292​​11,758​​14,046​​780​​285,156
Watch​2,098​​334​​3,517​​2,950​​-​​-​​-​​-​​8,899
Special mention​487​​-​​-​​-​​-​​-​​-​​-​​487
Substandard​-​​-​​-​​33​​-​​-​​-​​-​​33
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total construction and land development​97,998​​78,305​​77,837​​11,559​​2,292​​11,758​​14,046​​780​​294,575
YTD gross charge-offs​-​​-​​-​​-​​(441)​​-​​-​​-​​(441)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​46,597​​148,156​​157,992​​52,272​​20,315​​30,031​​239,089​​742​​695,194
Watch​-​​232​​13​​2,873​​-​​-​​2,025​​33​​5,176
Special mention​-​​-​​-​​-​​17​​-​​-​​-​​17
Substandard​-​​171​​455​​200​​129​​76​​42​​-​​1,073
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial and industrial​46,597​​148,559​​158,460​​55,345​​20,461​​30,107​​241,156​​775​​701,460
YTD gross charge-offs​-​​(207)​​(216)​​-​​-​​-​​-​​-​​(423)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Leases​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​16,537​​23,752​​21,498​​6,044​​1,870​​598​​-​​-​​70,299
Watch​-​​-​​-​​-​​-​​-​​-​​-​​-
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total leases​16,537​​23,752​​21,498​​6,044​​1,870​​598​​-​​-​​70,299
YTD gross charge-offs​(29)​​(241)​​(49)​​(1)​​(1)​​(1)​​-​​-​​(322)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer and other​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​2,660​​3,854​​1,426​​547​​352​​350​​4,934​​-​​14,123
Watch​-​​-​​-​​-​​-​​7​​-​​-​​7
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer and other​2,660​​3,854​​1,426​​547​​352​​357​​4,934​​-​​14,130
YTD gross charge-offs​(1)​​(56)​​(46)​​(23)​​(23)​​(42)​​-​​-​​(191)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​314,992​​645,393​​1,018,730​​563,855​​246,924​​337,042​​388,464​​4,326​​3,519,726
Watch​2,098​​6,524​​6,646​​7,981​​2,745​​10,803​​3,976​​33​​40,806
Special mention​487​​-​​3,174​​-​​17​​51​​-​​-​​3,729
Substandard​56​​1,156​​455​​3,752​​435​​3,847​​196​​-​​9,897
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total loans$317,633​$653,073​$1,029,005​$575,588​$250,121​$351,743​$392,636​$4,359​$3,574,158
Total YTD gross charge-offs$(30)​$(504)​$(311)​$(24)​$(465)​$(43)​$-​$-​$(1,377)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
​December 31, 2023
​ · Loans Amortized Cost Basis by Origination Year · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · 2019 · ​ · Prior · ​ · Loans · ​ · to Term · ​ · Total
Commercial real estate​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass$237,110​$578,227​$433,505​$181,374​$134,495​$106,315​$15,132​$6,690​$1,692,848
Watch​22,295​​1,267​​1,950​​921​​4,426​​2,926​​-​​3,500​​37,285
Special mention​-​​3,215​​-​​-​​-​​-​​-​​-​​3,215
Substandard​903​​-​​3,932​​310​​282​​430​​-​​-​​5,857
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial real estate​260,308​​582,709​​439,387​​182,605​​139,203​​109,671​​15,132​​10,190​​1,739,205
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer real estate​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​123,203​​174,755​​98,460​​53,688​​33,598​​48,378​​107,949​​3,026​​643,057
Watch​171​​-​​258​​116​​-​​55​​1,581​​-​​2,181
Special mention​-​​-​​-​​-​​-​​53​​-​​-​​53
Substandard​196​​824​​176​​253​​164​​2,850​​113​​-​​4,576
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer real estate​123,570​​175,579​​98,894​​54,057​​33,762​​51,336​​109,643​​3,026​​649,867
YTD gross charge-offs​-​​-​​-​​-​​-​​(9)​​-​​-​​(9)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Construction and land development​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​113,752​​115,032​​23,823​​2,749​​5,056​​6,595​​40,667​​7,489​​315,163
Watch​6,670​​3,233​​607​​-​​-​​1​​-​​-​​10,511
Special mention​437​​-​​-​​-​​-​​-​​-​​-​​437
Substandard​-​​-​​35​​620​​-​​419​​-​​-​​1,074
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total construction and land development​120,859​​118,265​​24,465​​3,369​​5,056​​7,015​​40,667​​7,489​​327,185
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​168,957​​162,799​​62,796​​22,639​​9,135​​25,207​​185,619​​7,270​​644,422
Watch​54​​15​​13​​-​​-​​-​​120​​83​​285
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​193​​614​​200​​129​​75​​-​​-​​-​​1,211
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial and industrial​169,204​​163,428​​63,009​​22,768​​9,210​​25,207​​185,739​​7,353​​645,918
YTD gross charge-offs​(75)​​(274)​​(50)​​(183)​​-​​-​​(2)​​-​​(584)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Leases​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​28,922​​26,658​​8,658​​3,603​​703​​208​​-​​-​​68,752
Watch​-​​-​​-​​-​​-​​-​​-​​-​​-
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total leases​28,922​​26,658​​8,658​​3,603​​703​​208​​-​​-​​68,752
YTD gross charge-offs​(122)​​(193)​​(18)​​-​​(12)​​-​​-​​-​​(345)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer and other​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​5,926​​2,049​​841​​373​​132​​206​​3,931​​67​​13,525
Watch​-​​-​​-​​-​​10​​-​​-​​-​​10
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer and other​5,926​​2,049​​841​​373​​142​​206​​3,931​​67​​13,535
YTD gross charge-offs​(40)​​(135)​​(74)​​(54)​​(33)​​(89)​​-​​-​​(425)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​677,870​​1,059,520​​628,083​​264,426​​183,119​​186,909​​353,298​​24,542​​3,377,767
Watch​29,190​​4,515​​2,828​​1,037​​4,436​​2,982​​1,701​​3,583​​50,272
Special mention​437​​3,215​​-​​-​​-​​53​​-​​-​​3,705
Substandard​1,292​​1,438​​4,343​​1,312​​521​​3,699​​113​​-​​12,718
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total loans$708,789​$1,068,688​$635,254​$266,775​$188,076​$193,643​$355,112​$28,125​$3,444,462
Total YTD gross charge-offs$(237)​$(602)​$(142)​$(237)​$(45)​$(98)​$(2)​$-​$(1,363)

Past Due Loans and Leases:

A loan or lease 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 or lease agreement. Generally, management places a loan or lease 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 or lease is 90 days past due.

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

​​​​​​​​​​​​​​​​​​​​
​ · ​ · June 30, 2024 · ​
​ · ​ · ​ · 90 Days · ​ · ​ · ​ · ​ · ​
​ · 30-59 Days · 60-89 Days · or More · Total · Loans Not · ​ · Total
​ · Past Due · Past Due · Past Due · ​ · Past Due · ​ · Past Due · ​ · Loans · ​
Commercial real estate​$105​$—​$880​$985​$1,814,378​$1,815,363​
Consumer real estate​1,326​218​233​1,777​676,554​​678,331​
Construction and land development​106​—​—​106​294,469​​294,575​
Commercial and industrial​330​404​1,948​2,682​698,778​​701,460​
Leases​​734​​847​​141​​1,722​​68,577​​70,299​
Consumer and other​91​15​1​107​14,023​​14,130​
Total​$2,692​$1,484​$3,203​$7,379​$3,566,779​$3,574,158​
​​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023 · ​
​ · ​ · ​ · 90 Days · ​ · ​ · ​ · ​ · ​ · ​
​ · 30-59 Days · 60-89 Days · or More · Total · Loans Not · ​ · Total
​ · Past Due · Past Due · Past Due · ​ · Past Due · ​ · Past Due · ​ · Loans · ​
Commercial real estate​$52​$270​$1,660​$1,982​$1,737,223​​1,739,205​
Consumer real estate​2,216​1,347​561​4,124​645,743​​649,867​
Construction and land development​631​—​620​1,251​325,934​​327,185​
Commercial and industrial​956​330​2,286​3,572​642,346​​645,918​
Leases​​1,208​​132​​212​​1,552​​67,200​​68,752​
Consumer and other​80​9​98​187​13,348​​13,535​
Total​$5,143​$2,088​$5,437​$12,668​$3,431,794​$3,444,462​

The table below presents the amortized cost basis of loans on nonaccrual status and loans past due 90 or more days and still accruing interest at June 30, 2024 and December 31, 2023. Also presented is the balance of loans on nonaccrual status at June 30, 2024 and December 31, 2023, for which there was no related allowance for credit losses is recorded*(in thousands)*:

​​​​​​​​​​​​​​​​​​​
​ · ​ · June 30, 2024 · ​ · December 31, 2023
​ · Total · Nonaccrual · Loans Past Due · Total · Nonaccrual · Loans Past Due
​ · Nonaccrual · With No Allowance · Over 90 Days · ​ · Nonaccrual · ​ · With No Allowance · ​ · Over 90 Days
​ · Loans · for Credit Losses · Still Accruing · ​ · Loans · ​ · for Credit Losses · ​ · Still Accruing
Commercial real estate​$1,449​$802​$79​$2,044​$1,352​$—
Consumer real estate​2,788​1,841​—​2,647​​1,562​—
Construction and land development​—​—​—​620​​—​—
Commercial and industrial​2,053​—​130​2,480​​160​—
Leases​​142​​—​​—​​140​​—​​72
Consumer and other​—​—​1​—​​—​98
Total​$6,432​$2,643​$210​$7,931​$3,074​$170

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses*(in thousands)*:

​​​​​​​​​​
​ · ​ · June 30, 2024
​ · Real Estate · Other · Total
Commercial real estate​$4,376​$—​$4,376
Consumer real estate​2,141​—​2,141
Construction and land development​—​—​—
Commercial and industrial​—​859​859
Leases​​—​​—​​—
Consumer and other​—​—​—
Total​$6,517​$859​$7,376
​​​​​​​​​​
​​December 31, 2023
​Real EstateOtherTotal
Commercial real estate​$5,155​$—​$5,155
Consumer real estate​2,756​—​2,756
Construction and land development​1,411​—​1,411
Commercial and industrial​—​1,018​1,018
Leases​​—​​—​​—
Consumer and other​—​—​—
Total​$9,322​$1,018​$10,340

Loan Modifications to Borrowers Experiencing Financial Difficulty:

The table below shows the amortized cost of loans and leases made to borrowers experiencing financial difficulty that were modified during the three and six months ended June 30, 2024 and 2023, respectively.(dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · ​ · Payment Delay · ​ · ​ · ​
​ · Payment · Term · and Term · ​ · ​ · ​
Three Months Ended June 30, 2024 · ​ · Delay · Extension · ​ · Extension · ​ · Total
Commercial real estate​$—​$228​$—​$228
Consumer real estate​—​—​—​​—
Construction and land development​—​—​—​​—
Commercial and industrial​—​—​—​​—
Leases​​—​​—​​—​​—
Consumer and other​—​—​—​​—
Total​$—​$228​$—​$228
​​​​​​​​​​​​​
​​​​​​​​​​​​
Six Months Ended June 30, 2024​​​​​​​​​​​​
Commercial real estate​$—​$428​$—​$428
Consumer real estate​—​—​—​​—
Construction and land development​—​—​—​​—
Commercial and industrial​—​—​—​​—
Leases​​—​​—​​—​​—
Consumer and other​—​—​—​​—
Total​$—​$428​$—​$428
​​​​​​​​​​​​​
​ · ​ · ​ · Payment Delay · ​ · ​ · ​
​ · Payment · Term · and Term · ​ · ​ · ​
Three Months Ended June 30, 2023 · ​ · Delay · Extension · ​ · Extension · ​ · Total
Commercial real estate​$413​$38​$—​$451
Consumer real estate​—​—​—​​—
Construction and land development​—​—​—​​—
Commercial and industrial​66​—​153​​219
Leases​​—​​—​​—​​—
Consumer and other​—​—​—​​—
Total​$479​$38​$153​$670
​​​​​​​​​​​​​
​​​​​​​​​​​​
Six Months Ended June 30, 2023​​​​​​​​​​​​
Commercial real estate​$413​$38​$—​$451
Consumer real estate​—​—​—​​—
Construction and land development​—​—​—​​—
Commercial and industrial​66​—​153​​219
Leases​​—​​—​​—​​—
Consumer and other​—​—​—​​—
Total​$479​$38​$153​$670

The following table summarizes the financial impacts of loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2024 and 2023, respectively.* (dollars in thousands)*:

​​​​​​​
​ · ​ · Weighted-Average · ​ · ​
​ · Term · Weighted-Average
​ · Extension · Total Payment
Three Months Ended June 30, 2024 · ​ · (in months) · Delay
Commercial real estate​​64​$—
Consumer real estate​—​—
Construction and land development​—​—
Commercial and industrial​—​—
Leases​​—​​—
Consumer and other​—​—
​​​​​​​
​​​​​​
Six Months Ended June 30, 2024​​​​​​
Commercial real estate​​35​$—
Consumer real estate​—​—
Construction and land development​—​—
Commercial and industrial​—​—
Leases​​—​​—
Consumer and other​—​—
​​​​​​​
​ · ​ · Weighted-Average · ​ · ​
​ · Term · Weighted-Average
​ · Extension · Total Payment
Three Months Ended June 30, 2023 · ​ · (in months) · Delay
Commercial real estate​​—​$14
Consumer real estate​—​—
Construction and land development​—​—
Commercial and industrial​30​7
Leases​​—​​—
Consumer and other​—​—
​​​​​​​
​​​​​​
Six Months Ended June 30, 2023​​​​​​
Commercial real estate​​—​$14
Consumer real estate​—​—
Construction and land development​—​—
Commercial and industrial​30​7
Leases​​—​​—
Consumer and other​—​—

The table below shows an age analysis of loans and leases made to borrowers experiencing financial difficulty that were modified in the last twelve months,(in thousands):

​​​​​​​​​​​​​​​​
​ · ​ · June 30, 2024
​ · ​ · ​ · 90 Days · ​ · ​ · ​
​ · ​ · 30-89 Days · or More · ​ · ​
​ · Current · Past Due · Past Due · ​ · Nonaccrual · ​ · Total
Commercial real estate​$898​$—​$—​$419​$1,317
Consumer real estate​358​—​—​147​505
Construction and land development​2,308​—​—​—​2,308
Commercial and industrial​—​—​—​121​121
Leases​​—​​—​​—​​—​​—
Consumer and other​—​—​—​—​—
Total​$3,564​$—​$—​$687​$4,251

Foreclosure Proceedings and Balances:

As of June 30, 2024, there was one residential real estate property totaling $271 thousand secured by real estate included in other real estate owned and there were no residential real estate loans in the process of foreclosure.

Note 5. Goodwill and Intangible Assets

In accordance with FASB ASC No. 2021-03,* “Goodwill and Other (Topic 350)*,” 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.

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 14 years and the insurance agency tradename is amortized over five years.

The carrying amount of goodwill at June 30, 2024, and December 31, 2023, was $96.1 million, respectively.

Other intangible assets as of the dates indicated is summarized below*(in thousands)*:

​​​​​​​​​​​​​​
​ · ​ · Core Deposit · Customer Relationships · Tradename · ​ · ​
Amortized other intangible assets: · ​ · Intangibles · ​ · Intangibles · ​ · Intangibles · ​ · Total · ​
June 30, 2024:​​​​​​​​​​​​​
Beginning balance January 1, 2024, gross​$17,470​$5,670​$63​$23,203​
Less: accumulated amortization​​(10,604)​​(2,752)​​(63)​​(13,419)​
Balance, June 30, 2024, other intangible assets, net​$6,866​$2,918​$-​$9,784​
​​​​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​​​​
Beginning balance January 1, 2023, gross​$17,470​$5,670​$63​$23,203​
Less: accumulated amortization​​(9,758)​​(2,379)​​(63)​​(12,200)​
Balance, December 31, 2023, other intangible assets, net​$7,712​$3,291​$-​$11,003​
​​​​​​​​​​​​​​

The aggregate amortization expense for other intangible assets for the three and six months ended June 30, 2024, was $608 thousand and $1.2 million, respectively, and for the three and six months ended June 30, 2023, was $675 thousand and $1.3 million, respectively.

As of June 30, 2024, the estimated aggregate amortization expense for future periods for intangibles is as follows*(in thousands)*:

​​​​
Remainder of 2024$1,205
2025​2,256
2026​2,086
2027​1,904
2028​​1,139
Thereafter​1,194
Total​$9,784

Note 6. Borrowings, Line of Credit and Subordinated Debt

Borrowings:

At June 30, 2024, total borrowings were $12.7 million compared to $13.1 million at December 31, 2023. Borrowings consist of the following*(in thousands)*:

​​​​​​​
​ · ​ · June 30, · ​ · December 31,
​ · ​ · 2024 · ​ · 2023
Securities sold under customer repurchase agreements$4,732​$5,078
Other borrowings​​8,000​​8,000
Total$12,732​$13,078

Securities Sold Under Agreements to Repurchase:

Securities sold under repurchase agreements, which are secured borrowings, generally mature withinone tofour days from the transaction date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities. The Company monitors the fair value of the underlying securities on a daily basis.

The Company had securities sold under agreements to repurchase with commercial checking customers which were secured by government agency securities. The carrying value of investment securities pledged as collateral under repurchase agreements was $6.6 million and $7.6 million at June 30, 2024 and December 31, 2023, respectively. The average balance of repurchase agreements during the six-month period ended June 30, 2024, and 2023 was $5.1 million and $4.7 million, respectively. The maximum month-end outstanding balance for the six-month period ended June 30, 2024, and 2023 was $5.8 million and $5.0 million, respectively.

Other Borrowings:

The Company has a revolving line of credit for an aggregate amount of $35 million. The maturity of the line of credit is February 1, 2025. At June 30, 2024, $8.0 million was outstanding under the line of credit, and $27.0 million of the line of credit remained available to the Company.

Subordinated Debt:

On September 28, 2018, the Company issued $40 million of 5.625% fixed-to-floating rate subordinated notes (the "Notes"), which were outstanding as of June 30, 2024 and December 31, 2023. Unamortized debt issuance cost was $358 thousand and $401 thousand at June 30, 2024 and December 31, 2023, respectively.

The Notes initially bore interest at a rate of 5.625% per annum from and including September 28, 2018, to but excluding October 2, 2023, with interest during this period payable semi-annually in arrears. As of October 2, 2023, to but excluding the maturity date or early redemption date, the interest rate has, with the sunset of LIBOR, reset quarterly to an annual

floating rate equal to three-month CME Term SOFR, plus 281.161 basis points, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company, in whole or in part, on or after October 2, 2023, and at any time, in whole but not in part, upon the occurrence of certain events. The Notes have been structured to qualify initially as Tier 2 capital for the Company for regulatory capital purposes.

The Notes’ unamortized debt issuance costs totaled $358 thousand at June 30, 2024, and will be amortized through the Notes’ maturity date. Amortization expense totaled $21 thousand and $42 thousand for the three and six months ended June 30, 2024, and 2023, respectively.

On September 1, 2021, the Company acquired $2.5 million of subordinated notes (“sub-debt”) from the acquisition of Sevier County Bancshares, Inc. The sub-debt bears interest at a rate of 6.75% per annum until August 14, 2024, with the interest during this period payable semi-annually in arrears. From and including August 14, 2024, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month LIBOR, or an alternative rate determined in accordance with the terms of the sub-debt if three-month LIBOR cannot be determined, plus 530.25 basis points, with interest during this period payable quarterly in arrears. In relation to the three-month LIBOR rate being no longer available in the future, the Company anticipates using the three-month term SOFR rate in future repricing. The sub-debt is redeemable by the Company, in whole or in part, on or after August 14, 2024, and at any time, in whole but not in part, upon the occurrence of certain events. The sub-debt has been structured to qualify initially as Tier 2 capital for the Company for regulatory capital purposes. The Company anticipates redeeming the sub-debt in whole on August 14, 2024.

Note 7. 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 and six month periods ending June 30, 2024, was $455 thousand and $955 thousand, respectively. The Company’s contribution to the Plan for the three and six months ended June 30, 2023, was $443 thousand and $909 thousand, respectively.

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 June 30, 2024, the Company hadone active equity incentive plan available for future grants, the 2015 Stock Incentive Plan, which has 1,599,020 Rights available for future grants or awards.

The Company’s 2015 Stock Incentive Plan has 11,840 Rights issued.

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, 202316,340​$13.55
Granted—​—
Exercised(4,500)​9.60
Forfeited—​—
Outstanding at June 30, 202411,840​$15.05

Information pertaining to stock options outstanding at June 30, 2024, 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
$15.0511,8401.25 years​$15.0511,840​$15.05
​​​​​​​​​​​​​​
Outstanding, end of period11,8401.25 years​$15.05​11,840​$15.05

The Company didnot recognize any stock option-based compensation expense during the three and six months ended June 30, 2024, and 2023, respectively, as all stock options issued are fully vested, and no future compensation cost will be recognized related to nonvested stock-based compensation arrangements granted under the Plans.

No stock options were exercised during the three months ended June 30, 2024. Stock options of 4,500 shares were exercised during the six month period ended June 30, 2024. No stock options were exercised during the three months ended June 30, 2023. Stock options of 15,705 shares were exercised during the six month period ended June 30, 2023. The income tax benefit recognized for the exercise of options during the six months ended June 30, 2024, and 2023, was a benefit of $14 and $65 thousand, respectively.

No stock options were exercised during the three months ended June 30, 2024, and 2023. The intrinsic value of options exercised during the six months ended June 30, 2024, and 2023, was $54 thousand and $555 thousand, respectively. The aggregate intrinsic value of total options outstanding and exercisable options at June 30, 2024, was $102 thousand. Cash received from options exercised under all share-based payment arrangements for the six months ended June 30, 2024, was $43 thousand.

Restricted Stock Awards:

A summary of the activity of the Company’s unvested restricted stock awards for the period ended June 30, 2024, is presented below:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Weighted
​ · ​ · ​ · ​ · Average
​ · ​ · ​ · ​ · Grant-Date
​ · ​ · Number · ​ · Fair Value
Balance at December 31, 2023171,770​$22.22
Granted75,643​23.83
Vested(42,076)​21.25
Forfeited/expired(886)​26.53
Balance at June 30, 2024204,451​$23.00

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 and six months ended June 30, 2024, was $376 thousand and $894 thousand, respectively, and was $366 thousand and $904 thousand, during the three and six months ended June 30, 2023, respectively. As of June 30, 2024, there was $2.3 million 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 2.31 years. The grant-date fair value of restricted stock awards vested was $894 thousand for the six months ended June 30, 2024.

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, 2023​20,000​$20.70
Granted​—​​—
Exercised(4,000)​20.70
Forfeited—​—
Outstanding at June 30, 202416,000​$20.70

Information pertaining to SARs outstanding at June 30, 2024, 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
$20.7016,0000.50 years​$20.7016,000​$20.70
​​​​​​​​​​​​​​
​Outstanding, end of period16,0000.50 years​$20.7016,000​$20.70

SARs compensation expense of $22 thousand and ($34) thousand was recognized for the three and six months ended June 30, 2024, respectively, and ($28) thousand and ($123) thousand for the three and six months ended June 30, 2023. The credit adjustment for the six month periods ended June 30, 2024, and the three and six months ended June 30, 2023, respectively, was due to adjustments related to the fair value evaluation of SARs.

Note 8. 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)*:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​June 30,​December 31,
​​2024​2023
Commitments to extend credit$720,006​$716,951
Standby letters of credit​18,386​7,611

At June 30, 2024, and December 31, 2023, the allowance for credit losses for these off-balance sheet commitments was $2.0 million and $2.4 million, respectively. The expense (credit) related to the allowance for off-balance sheet commitments during the three and six months ended June 30, 2024, was ($13) thousand and ($375) thousand, respectively, and was ($307) thousand, during the three and six months ended June 30, 2023, respectively.

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 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 June 30, 2024 and December 31, 2023, 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 9. 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 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.

The following methodologies were used by the Company in estimating fair value disclosures for financial instruments measured on a recurring basis:

Securities available-for-sale – The fair value of U.S. Treasury, U.S. Government-sponsored enterprises, municipal securities, other debt securities and mortgage-backed securities, is estimated using a third party pricing service. The third party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models that use a variety of inputs, such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2.

Derivative financial instruments and interest rate swap agreements – The fair value for derivative financial instruments and interest rate swap agreements is determined based on market prices, broker-dealer quotations on similar products, or other related input parameters. The derivative financial instruments are generally classified Level 2.

Recurring Measurements of Fair Value:

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis*(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)
June 30, 2024: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Assets: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Securities available-for-sale: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
U.S. Treasury​$75,439​$—​$75,439​$—
U.S. Government-sponsored enterprises (GSEs)​​46,035​​—​​46,035​​—
Municipal securities​17,818​—​17,818​—
Other debt securities​38,993​—​38,993​—
Mortgage-backed securities (GSEs)​322,536​—​322,536​—
Total securities available-for-sale​​500,821​​—​​500,821​​—
​​​​​​​​​​​​​
Derivative financial instruments and interest rate swap agreements​​13,225​​—​​13,225​​—
Total assets at fair value​$514,046​$—​$514,046​$—
​​​​​​​​​​​​​
Liabilities:​​​​​​​​​​
Derivative financial instruments and interest rate swap agreements​$14,020​$—​$14,020​$—
​​​​​​​​​​​​​
December 31, 2023:​​​​
Assets:​​​​
Securities available-for-sale:​​​​
U.S. Treasury​$76,033​$—​$76,033​$—
U.S. Government-sponsored enterprises (GSEs)​​48,093​​—​​48,093​​—
Municipal securities​18,276​—​18,276​—
Other debt securities​33,069​—​33,069​—
Mortgage-backed securities (GSEs)​232,939​—​232,939​—
Total securities available-for-sale​​408,410​​—​​408,410​​—
​​​​​​​​​​​​​
Derivative financial instruments and interest rate swap agreements​​12,821​​—​​12,821​​—
Total assets at fair value​$421,231​$—​$421,231​$—
​​​​​​​​​​​​​
Liabilities:​​​​
Derivative financial instruments and interest rate swap agreements​$14,807​$—​$14,807​$—

During the six months ending June 30, 2024 and twelve months ended December 31, 2023, there were no transfers between Level 1 and Level 2 or into our out of Level 3 in the fair value hierarchy.

Assets Measured at Fair Value on a Nonrecurring Basis:

Under certain circumstances management adjusts 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)
June 30, 2024: · ​ · ​ · ​ · ​
Collateral dependent loans​$654​$—​$—​$654
Other real estate owned​—​—​—​—
​​​​​​​​​​​​​
December 31, 2023:​​​​
Collateral dependent loans​$1,295​$—​$—​$1,295
Other real estate owned​279​—​—​279

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 · ​
June 30, 2024:​​​​​​​​​​
Collateral dependent loans​$654AppraisalAppraisal discounts79%
Other real estate owned​—AppraisalAppraisal discounts—%
​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​
Collateral dependent loans​$1,295AppraisalAppraisal discounts73%
Other real estate owned​279AppraisalAppraisal discounts33%

Collateral dependent loans: A collateral dependent loan is measured based on the fair value of the collateral securing these loans, less selling costs. Collateral dependent 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. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors discussed above. The amount of valuation allowance on all collateral dependent loans was $3.1 million and $3.5 million as of June 30, 2024, and December 31, 2023, respectively.

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. 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, the difference 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
June 30, 2024:​​​​​​​​​​​​​​​
Assets: · ​ · ​ · ​ · ​ · ​
Cash and cash equivalents​$342,835$342,835$—$—​$342,835
Securities available-for-sale​500,821​—​500,821​—​500,821
Securities held-to-maturity​​128,996​​—​​110,823​​—​​110,823
Other investments​13,780​N/A​N/A​N/A​N/A
Loans and leases, net and loans held for sale​3,542,571​—​—​3,395,108​3,395,108
Derivative financial instruments and interest rate swap agreements​​13,225​​—​​13,225​​—​​13,225
​​​​​​​​​​​​​​​​
Liabilities:​​​​​​
Noninterest-bearing demand deposits​903,300​—​903,300​—​903,300
Interest-bearing demand deposits​988,057​—​988,057​—​988,057
Money market and savings deposits​1,901,281​—​1,901,281​—​1,901,281
Time deposits​524,018​—​520,188​—​520,188
Borrowings​​12,732​​—​​12,732​​—​​12,732
Subordinated debt​42,142​—​—​40,471​40,471
Derivative financial instruments and interest rate swap agreements​14,020​—​14,020​—​14,020
​​​​​​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​
Assets:​​​​​
Cash and cash equivalents​$352,271$352,271$—$—​$352,271
Securities available-for-sale​408,410​—​408,410​—​408,410
Securities held-to-maturity​​281,236​​—​​262,538​​​​​262,538
Other investments​13,662​N/A​N/A​N/A​N/A
Loans and leases, net and loans held for sale​3,413,814​—​—​3,308,980​3,308,980
Derivative financial instruments and interest rate swap agreements​​12,821​​—​​12,821​​—​​12,821
​​​​​​​​​​​​​​​​
Liabilities:​​​​​​
Noninterest-bearing demand deposits​898,044​—​898,044​—​898,044
Interest-bearing demand deposits​1,006,915​—​1,006,915​—​1,006,915
Money market and savings deposits​1,812,427​—​1,812,427​—​1,812,427
Time deposits​550,468​—​548,397​—​548,397
Borrowings​​13,078​​—​​13,078​​—​​13,078
Subordinated debt​42,099​—​—​39,822​39,822
Derivative financial instruments and interest rate swap agreements​14,807​—​14,807​—​14,807

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.

**Note 10.**Derivatives Financial Instruments

Derivatives designated as fair value hedges:

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 certain fixed rate securities designated as available-for-sale. The hedging strategy converts the fixed interest rates to SOFR-based variable interest rates. These derivatives are designated as partial term hedges covering specified periods of time prior to the maturity date of the hedged securities. The Company adopted ASU 2017-12, “Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities” in 2018, 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
Asset/Liability derivatives · ​ · Location · ​ · (In Years) · ​ · Pay Rate · ​ · Rate · ​ · Amount · ​ · Fair Value
June 30, 2024:​​​​​​​​​​​​​​
Interest rate swap agreements - securitiesOther assets1.874.32%SOFR Overnight​$38,457$139
Interest rate swap agreements - securities​Other liabilities3.194.25%SOFR Overnight​$17,050$(25)
​​​​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​​​​​
Interest rate swap agreements - securitiesOther liabilities3.404.25%SOFR Overnight​$27,050$(536)

The effects of the Company’s fair value hedge relationships reported in interest income on taxable securities on the consolidated income statement were as follows*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
​ · 2024 · ​ · 2023 · ​ · 2024 · ​ · 2023
Interest income on taxable securities$5,177​$4,335​$9,620​$7,986
Effects of fair value hedge relationships​143​—​249​—
Reported interest income on taxable securities​$5,320​$4,335​$9,869​$7,986
​​​​​​​​​​​​​
​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
Gain (loss) on fair value hedging relationship · 2024 · ​ · 2023 · ​ · 2024 · ​ · 2023
Interest rate swap agreements - securities: · ​ · ​ · ​ · ​ · ​
Hedged items$123​$—​$114​$—
Derivative designated as hedging instruments​​(123)​​—​​(114)​​—
Carry amount of hedged assets - mortgage-backed securities​​47,132​​—​​47,132​​—

Derivatives Designated as Cash Flow Hedges:

The Company enters into interest rate derivative contracts on assets and liabilities that are designated as qualifying cash flow hedges. The Company hedges the exposure to variability in expected future cash flows attributable to changes in contractual specified interest rates. To qualify for hedge accounting, a formal assessment is prepared to determine whether the hedging relationship, both at inception and on an ongoing basis, is expected to be highly effective in offsetting cash flows attributable to the hedged risk. At inception, a statistical regression analysis is prepared to determine hedge effectiveness. At each reporting period thereafter, a statistical regression or qualitative analysis is performed. If it is determined that hedge effectiveness has not been or will not continue to be highly effective, then hedge accounting ceases and any gain or loss in accumulated other comprehensive income (“AOCI”) is recognized in earnings immediately. The cash flow hedges are recorded at fair value in other assets and liabilities on the consolidated balance sheets with changes in fair value recorded in AOCI, net of tax, see –Consolidated Statements of Comprehensive Income (Loss). Amounts recorded to AOCI are reclassified into earnings in the same period in which the hedged asset or liability affects earnings and are presented in the same income statement line item as the earnings effect of the hedged asset or liability, as future interest payments are made on the underlying assets. At June 30, 2024, the Company estimates that in the next 12 months an additional $479 thousand will be reclassified as a decrease in interest income and $304 thousand will be reclassified as a decrease in interest expense.

At June 30, 2024 and December 31, 2023, cash flow hedges are as follows*(in thousands)*:

​​​​​​​​​​​​​​​​​
​ · ​ · June 30, 2024 · ​ · December 31, 2023
​ · ​ · Balance Sheet · ​ · Notional · ​ · Estimated · ​ · Balance Sheet · ​ · Notional · ​ · Estimated
​ · ​ · Location · ​ · Amount · ​ · Fair Value · ​ · Location · ​ · Amount · ​ · Fair Value
Cash flow hedges:​​​​​​​​​​​​​​​​
Assets​Other liabilities​$100,000​$(1,201)​Other liabilities​$100,000​$(556)
Liabilities​Other assets​​175,000​​309​Other liabilities​​150,000​​(881)
Liabilities​Other liabilities​​-​​-​Other assets​​25,000​​7

The following table presents the effect of fair value and cash flow hedge accounting on AOCI* (in thousands)*:

​​​​​​​​​
Derivatives in cash flow hedging relationships:​​Amount of Gain (Loss) Recognized on OCI on Derivative​Location of Gain or (Loss) Recognized from AOCI into Income​​Amount of Gain or (Loss) Reclassified from AOCI into Income
Three Months Ended June 30, 2024​​​​​​​​
Interest rate swaps - Assets​$(80)​Interest income​$(202)
Interest rate swaps - Liabilities​​102​Interest expense​​254
​​​​​​​​​
Three Months Ended June 30, 2023​​​​​​​​
Interest rate swaps - Assets​$(1,152)​Interest income​$(96)
Interest rate swaps - Liabilities​​113​Interest expense​​8
​​​​​​​​​
Six Months Ended June 30, 2024​​​​​​​​
Interest rate swaps - Assets​$(1,201)​Interest income​$(406)
Interest rate swaps - Liabilities​​309​Interest expense​​496
​​​​​​​​​
Six Months Ended June 30, 2023​​​​​​​​
Interest rate swaps - Assets​$(1,733)​Interest income​$(103)
Interest rate swaps - Liabilities​​113​Interest expense​​8

The following table presents the effect of fair value and cash flow hedge accounting on the income statement*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
​ · 2024 · ​ · 2023 · ​ · 2024 · ​ · 2023
Total interest income$61,487​$52,190​$121,473​$105,376
Effects of cash flow hedge relationships​(202)​(96)​(406)​(103)
Reported total interest income​$61,285​$52,094​$121,067​$105,273
​​​​​​​​​​​​​
Total interest expense$28,725​$20,527​$57,028​$37,724
Effects of cash flow hedge relationships​(254)​(8)​(496)​(8)
Reported total interest expense​$28,471​$20,519​$56,532​$37,716

Non-hedged derivatives:

The Company provides a loan hedging program to certain loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the customer will then enter into a fixed interest rate swap. Lastly, an identical offsetting swap is entered into by the Company with a dealer bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. Since the income statement impact of the offsetting positions is limited, any changes in fair value are recognized as other noninterest income in the current period.

At June 30, 2024 and December 31, 2023, interest rate swaps related to the Company’s loan hedging program that were outstanding are presented in the following table*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · June 30, 2024 · ​ · December 31, 2023
​​​Notional​​Estimated​​Notional​​Estimated
​​​Amount​​Fair Value​​Amount​​Fair Value
Interest rate swap agreements:​​​​​​​​​​​​
Assets​$293,663​$12,794​$294,133​$12,813
Liabilities​​293,663​​(12,794)​​294,133​​(12,813)

The Company establishes limits and monitors exposures for customer swap positions. Any fees received to enter the swap agreements at inception are recognized in earnings when received and is included in noninterest income. Such fees were as follows*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
​2024​2023​2024​2023
Interest rate swap agreements$163​$158​$275​$497

Collateral requirements:

These derivative rate contracts have collateral requirements, both at inception of the trade and as the value of each derivative position changes. At June 30, 2024, collateral totaling $670 thousand and $390 thousand at December 31, 2023, was pledged to the derivative counterparties to comply with collateral requirements.

Note 11. 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. The Company follows the guidance of ASU Topic 842.

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 2044. All of our leases are classified as operating leases. 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)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · June 30, · ​ · December 31,
​ · ​ · Classification · ​ · 2024 · ​ · 2023
Assets: · ​ · ​ · ​
Operating lease right-of-use assetsOther assets​$12,085​$9,894
Liabilities:​​​
Operating lease liabilitiesOther liabilities​$12,555​$10,303

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 of the minimum lease payments. The Company’s lease agreements often include one or more options torenew 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.

As of June 30, 2024, the weighted average remaining lease term was 10.71 years and the weighted average discount rate was 3.46%.

The following table represents lease costs and other lease information. 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 · ​ · Six Months Ended
​ · ​ · June 30, · ​ · June 30,
​ · 2024 · ​ · 2023 · ​ · 2024 · ​ · 2023
Lease costs: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Operating lease costs​$468​$405​$919​$809
Variable lease costs​26​34​56​57
Total​$494​$439​$975​$866
Other information:​​​​
Cash paid for amounts included in the measurement of lease liabilities:​​​​
Operating cash flows from operating leases​$439​$370​$860​$749

Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2024, were as follows*(in thousands)*:

​ · ​ · ​ · ​
​ · Amounts
Remainder of 2024$901
2025​1,680
2026​1,599
2027​1,392
2028​1,388
Thereafter​8,563
Total future minimum lease payments​15,523
Amounts representing interest​(2,968)
Present value of net future minimum lease payments​$12,555

Note 12. 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 Basel III 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 June 30, 2024, the Company and the Bank exceeded the minimum regulatory requirements and exceeded the threshold for the “well capitalized” regulatory classification.

In December 2018, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), Office of the Comptroller of the Currency, and Federal Deposit Insurance Corporation (“FDIC”) issued a final rule revising regulatory capital rules in anticipation of the adoption of ASU 2016-13 that provided an option to phase in over a three-year period on a straight line basis the day-one impact of the adoption on earnings and tier one capital. The Company adopted ASU 2016-13 on January 1, 2023, and has chosen the three year phase in option.

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 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 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 six months ended June 30, 2024, the Bank paid $12.5 million in dividends to the Company, and the Company has paid a quarterly common stock dividend of $0.08 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 June 30, 2024, and December 31, 2023 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 · ​
June 30, 2024​​​​​​​​​​​​​​​​
SmartFinancial:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$461,71811.68%$316,2898.00%​N/AN/A​
Tier 1 Capital (to Risk Weighted Assets)​397,64110.06%237,2176.00%​N/AN/A​
Common Equity Tier 1 Capital (to Risk Weighted Assets)​397,64110.06%177,9134.50%​N/AN/A​
Tier 1 Capital (to Average Assets)2​397,6418.32%191,1204.00%​N/AN/A​
​​​​​​​​​​​​​​​​​
SmartBank:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$465,01311.79%$315,5758.00%$394,46910.00%
Tier 1 Capital (to Risk Weighted Assets)​434,65011.02%236,6816.00%315,5758.00%
Common Equity Tier 1 Capital (to Risk Weighted Assets)​434,65011.02%177,5114.50%256,4056.50%
Tier 1 Capital (to Average Assets)2​434,6509.11%190,7784.00%238,4725.00%
​​​​​​​​​​​​​​​​​
December 31, 2023​​​​​​​​​​​​​​​​
SmartFinancial:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$448,05011.80%$303,6588.00%N/AN/A​
Tier 1 Capital (to Risk Weighted Assets)​385,79510.16%227,7446.00%N/AN/A​
Common Equity Tier 1 Capital (to Risk Weighted Assets)​385,79510.16%170,8084.50%N/AN/A​
Tier 1 Capital (to Average Assets)​385,7958.27%186,6724.00%N/AN/A​
​​​​​​​​​​​​​​​​​
SmartBank:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$456,13412.02%$303,6808.00%$379,60010.00%
Tier 1 Capital (to Risk Weighted Assets)​427,55911.26%227,7606.00%303,6808.00%
Common Equity Tier 1 Capital (to Risk Weighted Assets)​427,55911.26%170,8204.50%246,7406.50%
Tier 1 Capital (to Average Assets)​427,5599.18%186,3634.00%232,9545.00%

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

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

Note 13. Other Comprehensive Income (Loss)

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

​​​​​​​​​​​​​​​​
​Three Months Ended June 30, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Accumulated
​ · ​ · Securities · ​ · Securities · ​ · Fair Value · ​ · ​ · ​ · Other
​ · ​ · Available-for- · ​ · Transferred to · ​ · Municipal · ​ · Cash Flow · ​ · Comprehensive
​ · Sale · Held-to-Maturity · Security Hedges · Hedges · Income (Loss)
Beginning balance, March 31, 2024$(26,122)​$(606)​$(6)​$(691)​$(27,425)
​​​​​​​​​​​​​​​
Other comprehensive income (loss)​1,482​​—​(14)​​68​1,536
Reclassification of amounts included in net income​—​​24​105​​(38)​91
Net other comprehensive income (loss) during period​1,482​​24​91​30​1,627
​​​​​​​​​​​​​​​​
Ending balance, June 30, 2024​$(24,640)​$(582)​$85​$(661)​$(25,798)
​​​​​​​​​​​​​​​​
​Three Months Ended June 30, 2023
​​​​​​​​​​​Accumulated
​​Securities​Securities​Fair Value​​​Other
​​Available-for-​Transferred to​Municipal​Cash Flow​Comprehensive
​SaleHeld-to-MaturitySecurity HedgesHedgesIncome (Loss)
Beginning balance, March 31, 2023​$(27,478)​$(712)​$—​$(430)​$(28,620)
​​​​​​​​​​​​​​​​
Other comprehensive income (loss)​(5,654)​​—​—​​(837)​(6,491)
Reclassification of amounts included in net income​—​​28​—​​66​94
Net other comprehensive income (loss) during period​(5,654)​​28​—​(771)​(6,397)
​​​​​​​​​​​​​​​​
Ending balance, June 30, 2023​$(33,132)​$(684)​$—​$(1,201)​$(35,017)
​​​​​​​​​​​​​​​​
​ · ​ · Six Months Ended June 30, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Accumulated
​ · ​ · Securities · ​ · Securities · ​ · Fair Value · ​ · ​ · ​ · Other
​ · ​ · Available-for- · ​ · Transferred to · ​ · Municipal · ​ · Cash Flow · ​ · Comprehensive
​ · Sale · Held-to-Maturity · Security Hedges · Hedges · Income (Loss)
Beginning balance, December 31, 2023$(23,818)​$(632)​$(397)​$(1,060)​$(25,907)
​​​​​​​​​​​​​​​
Other comprehensive income (loss)​(822)​​—​298​​466​(58)
Reclassification of amounts included in net income​—​​50​184​​(67)​167
Net other comprehensive income (loss) during period​(822)​​50​482​399​109
​​​​​​​​​​​​​​​​
Ending balance, June 30, 2024​$(24,640)​$(582)​$85​$(661)​$(25,798)
​​​​​​​​​​​​​​​​
​​Six Months Ended June 30, 2023
​​​​​​​​​​​Accumulated
​​Securities​Securities​Fair Value​​​Other
​​Available-for-​Transferred to​Municipal​Cash Flow​Comprehensive
​SaleHeld-to-MaturitySecurity HedgesHedgesIncome (Loss)
Beginning balance, December 31, 2022​$(33,616)​$(742)​$—​$(966)​$(35,324)
​​​​​​​​​​​​​​​​
Other comprehensive income (loss)​484​​—​—​​(306)​178
Reclassification of amounts included in net income​—​​58​—​​71​129
Net other comprehensive income (loss) during period​484​​58​—​(235)​307
​​​​​​​​​​​​​​​​
Ending balance, June 30, 2023​$(33,132)​$(684)​$—​$(1,201)​$(35,017)
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