Loans Receivable, Net | Loans Receivable, Net Loans receivable, net at September 30, 2020 and December 31, 2019 consisted of the following (in thousands): September 30, 2020 December 31, 2019 Commercial: Commercial and industrial $ 599,188 $ 396,434 Commercial real estate – owner occupied 1,176,529 792,653 Commercial real estate – investor 3,453,276 2,296,410 Total commercial 5,228,993 3,485,497 Consumer: Residential real estate 2,407,178 2,321,157 Home equity loans and lines 301,712 318,576 Other consumer 63,095 89,422 Total consumer 2,771,985 2,729,155 Total loans 8,000,978 6,214,652 Deferred origination (fees) costs, net (1,238) 9,880 Allowance for credit losses (56,350) (16,852) Total loans, net $ 7,943,390 $ 6,207,680 The Company categorizes all loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation and current economic trends, among other factors. The Company uses the following definitions for risk ratings: Pass : Loans classified as Pass are well protected by the paying capacity and net worth of the borrower. Special Mention : Loans classified as Special Mention have a potential weakness that deserves management’s close attention. This includes borrowers that have been negatively affected by the pandemic but demonstrate some degree of liquidity. This liquidity may or may not be adequate to resume operations. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date. Substandard : Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. This includes borrowers whose operations were negatively affected by the pandemic and whom, in our assessment, do not have adequate liquidity available to resume operations at levels sufficient to service their current debt levels. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Doubtful : Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The following table summarizes total loans by year of origination, internally assigned credit grades and risk characteristics (in thousands): 2020 2019 2018 2017 2016 2015 and prior Revolving lines of credit Total September 30, 2020 Commercial and industrial Pass $ 238,326 $ 47,785 $ 32,607 $ 23,576 $ 38,353 $ 70,681 $ 123,071 $ 574,399 Special Mention — 629 759 1,431 892 200 2,597 6,508 Substandard 355 1,092 1,351 1,557 53 3,264 10,609 18,281 Total commercial and industrial 238,681 49,506 34,717 26,564 39,298 74,145 136,277 599,188 Commercial real estate - owner occupied Pass 78,646 125,479 132,958 136,186 117,713 466,072 10,742 1,067,796 Special Mention — 1,736 8,263 1,374 5,440 15,477 393 32,683 Substandard — 33,661 5,924 3,700 5,947 25,975 843 76,050 Total commercial real estate - owner occupied 78,646 160,876 147,145 141,260 129,100 507,524 11,978 1,176,529 Commercial real estate - investor Pass 479,468 632,528 309,128 437,510 323,544 894,433 209,485 3,286,096 Special Mention — 7,296 22,274 9,756 9,657 48,393 150 97,526 Substandard 4,311 7,673 2,058 11,251 8,129 32,523 3,709 69,654 Total commercial real estate - investor 483,779 647,497 333,460 458,517 341,330 975,349 213,344 3,453,276 Residential real estate (1) Pass 464,423 489,832 268,996 185,249 161,255 825,373 — 2,395,128 Special Mention 162 — — 1,112 — 2,891 — 4,165 Substandard — — 895 368 — 6,622 — 7,885 Total residential real estate 464,585 489,832 269,891 186,729 161,255 834,886 — 2,407,178 Consumer (1) Pass 18,711 28,994 94,536 28,558 17,947 166,364 5,003 360,113 Special Mention 90 167 — — — 328 — 585 Substandard — 225 33 — 69 3,782 — 4,109 Total consumer 18,801 29,386 94,569 28,558 18,016 170,474 5,003 364,807 Total loans $ 1,284,492 $ 1,377,097 $ 879,782 $ 841,628 $ 688,999 $ 2,562,378 $ 366,602 $ 8,000,978 (1) For residential and consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity. An analysis of the allowance for credit losses on loans for the three and nine months ended September 30, 2020 and September 30, 2019 is as follows (in thousands): Commercial Commercial Commercial Residential Consumer Unallocated Total For the three months ended Allowance for credit losses on loans Balance at beginning of period $ 4,979 $ 2,765 $ 8,860 $ 17,685 $ 4,220 $ — $ 38,509 Credit loss (benefit) expense (106) 5,166 30,131 (1,891) (464) — 32,836 Charge-offs (575) (2,252) (12,037) (6) (541) — (15,411) Recoveries 29 2 32 320 33 — 416 Balance at end of period $ 4,327 $ 5,681 $ 26,986 $ 16,108 $ 3,248 $ — $ 56,350 For the three months ended Allowance for credit losses on loans Balance at beginning of period $ 1,639 $ 2,868 $ 8,406 $ 1,966 $ 512 $ 744 $ 16,135 Credit loss (benefit) expense (352) 80 711 193 10 (337) 305 Charge-offs — (142) (57) (27) (127) — (353) Recoveries 49 114 292 39 55 — 549 Balance at end of period $ 1,336 $ 2,920 $ 9,352 $ 2,171 $ 450 $ 407 $ 16,636 For the nine months ended Allowance for credit losses on loans Balance at beginning of period $ 1,458 $ 2,893 $ 9,883 $ 2,002 $ 591 $ 25 $ 16,852 Impact of CECL adoption 2,416 (1,109) (5,395) 3,833 2,981 (25) 2,701 Credit loss (benefit) expense (275) 6,120 34,208 10,749 (727) — 50,075 Initial allowance for credit losses on PCD loans 1,221 26 260 109 1,023 — 2,639 Charge-offs (575) (2,253) (12,062) (1,351) (723) — (16,964) Recoveries 82 4 92 766 103 — 1,047 Balance at end of period $ 4,327 $ 5,681 $ 26,986 $ 16,108 $ 3,248 $ — $ 56,350 For the nine months ended Allowance for credit losses on loans Balance at beginning of period $ 1,609 $ 2,277 $ 8,770 $ 2,413 $ 486 $ 1,022 $ 16,577 Credit loss (benefit) expense (406) 1,192 26 899 185 (615) 1,281 Charge-offs — (663) (143) (1,221) (332) — (2,359) Recoveries 133 114 699 80 111 — 1,137 Balance at end of period $ 1,336 $ 2,920 $ 9,352 $ 2,171 $ 450 $ 407 $ 16,636 A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. At September 30, 2020, the Company had collateral dependent loans with an amortized cost balance as follows: commercial and industrial of $3.3 million, commercial real estate - owner occupied of $12.4 million, and commercial real estate - investor of $10.3 million. In addition, the Company had residential and consumer loans collateralized by residential real estate, which are in the process of foreclosure, with an amortized cost balance of $1.7 million at September 30, 2020. The amount of foreclosed residential real estate property held by the Company was $106,000 at September 30, 2020. In accordance with ASC 310, prior to the adoption of ASU 2016-13, the following table presents the balance in the allowance for credit losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2019, excluding PCD loans (in thousands): Commercial Commercial Commercial Residential Consumer Unallocated Total December 31, 2019 Allowance for credit losses: Ending allowance balance attributed to loans: Individually evaluated for impairment $ — $ 474 $ — $ — $ 2 $ — $ 476 Collectively evaluated for impairment 1,458 2,419 9,883 2,002 589 25 16,376 Total ending allowance balance $ 1,458 $ 2,893 $ 9,883 $ 2,002 $ 591 $ 25 $ 16,852 Loans: Loans individually evaluated for impairment $ 243 $ 6,163 $ 5,584 $ 11,009 $ 3,511 $ — $ 26,510 Loans collectively evaluated for impairment 395,848 785,778 2,279,114 2,309,812 404,325 — 6,174,877 Total ending loan balance $ 396,091 $ 791,941 $ 2,284,698 $ 2,320,821 $ 407,836 $ — $ 6,201,387 As of December 31, 2019, the Company defined an impaired loan as non-accrual commercial real estate, multi-family, land, construction and commercial loans in excess of $250,000. Impaired loans also include all loans modified as troubled debt restructurings. At December 31, 2019, the impaired loan portfolio totaled $26.5 million for which there was $476,000 specific allocation in the allowance for credit losses. The average balance of impaired loans for the three and nine months ended September 30, 2019 were $31.5 million and $30.9 million, respectively. In accordance with ASC 310, prior to the adoption of ASU 2016-13, the summary of loans individually evaluated for impairment by loan portfolio segment as of December 31, 2019 and for the three and nine months ended September 30, 2019, is as follows, excluding PCI loans (in thousands): Unpaid Recorded Allowance As of December 31, 2019 With no related allowance recorded: Commercial and industrial $ 265 $ 243 $ — Commercial real estate – owner occupied 4,062 3,968 — Commercial real estate – investor 6,665 5,584 — Residential real estate 11,009 11,009 — Consumer 3,734 3,509 — $ 25,735 $ 24,313 $ — With an allowance recorded: Commercial and industrial $ — $ — $ — Commercial real estate – owner occupied 2,376 2,195 474 Commercial real estate – investor — — — Residential real estate — — — Consumer 2 2 2 $ 2,378 $ 2,197 $ 476 Three Months Ended September 30, 2019 Nine months ended September 30, 2019 Average Interest Average Interest With no related allowance recorded: Commercial and industrial $ 249 $ 1 $ 708 $ 4 Commercial real estate – owner occupied 3,808 80 4,337 122 Commercial real estate – investor 10,882 22 10,501 158 Residential real estate 10,104 140 10,090 271 Consumer 3,270 48 3,171 94 $ 28,313 $ 291 $ 28,807 $ 649 With an allowance recorded: Commercial and industrial $ — $ — $ — $ — Commercial real estate – owner occupied 3,197 — — — Commercial real estate – investor — — 2,131 36 Residential real estate — — — — Consumer — — — — $ 3,197 $ — $ 2,131 $ 36 The following table presents the recorded investment in non-accrual loans held-for-investment by loan portfolio segment as of September 30, 2020 and December 31, 2019 (in thousands). The September 30, 2020 balances include PCD loans while the December 31, 2019 balances exclude PCI loans (in accordance with ASC 310, prior to the adoption of ASU 2016-13 on January 1, 2020). September 30, 2020 December 31, 2019 Commercial and industrial $ 3,263 $ 207 Commercial real estate – owner occupied 12,376 4,811 Commercial real estate – investor 10,259 2,917 Residential real estate 12,620 7,181 Consumer 3,524 2,733 $ 42,042 $ 17,849 At September 30, 2020, the non-accrual loans were included in the allowance for credit loss calculation and the Company did not recognize or accrue interest income on these loans. At September 30, 2020 and December 31, 2019, there were no loans that were ninety days or greater past due and still accruing interest. The following table presents the aging of the recorded investment in past due loans as of September 30, 2020 and December 31, 2019 by loan portfolio segment (in thousands). The September 30, 2020 balances include PCD loans while the December 31, 2019 balances exclude PCI loans (in accordance with ASC 310, prior to the adoption of ASU 2016-13 on January 1, 2020). 30-59 60-89 Greater Total Loans Not Total September 30, 2020 Commercial and industrial $ 680 $ 123 $ 1,663 $ 2,466 $ 596,722 $ 599,188 Commercial real estate – owner occupied 68 78 8,302 8,448 1,168,081 1,176,529 Commercial real estate – investor 212 7,248 4,969 12,429 3,440,847 3,453,276 Residential real estate 612 4,165 7,885 12,662 2,394,516 2,407,178 Consumer 747 585 4,109 5,441 359,366 364,807 $ 2,319 $ 12,199 $ 26,928 $ 41,446 $ 7,959,532 $ 8,000,978 December 31, 2019 Commercial and industrial $ 100 $ — $ 207 $ 307 $ 395,784 $ 396,091 Commercial real estate – owner occupied 1,541 1,203 1,040 3,784 788,157 791,941 Commercial real estate – investor 381 938 2,792 4,111 2,280,587 2,284,698 Residential real estate 8,161 3,487 2,859 14,507 2,306,314 2,320,821 Consumer 1,048 491 2,388 3,927 403,909 407,836 $ 11,231 $ 6,119 $ 9,286 $ 26,636 $ 6,174,751 $ 6,201,387 The Company classifies certain loans as troubled debt restructurings when credit terms to a borrower in financial difficulty are modified. The modifications may include a reduction in rate, an extension in term, the capitalization of past due amounts and/or the restructuring of scheduled principal payments. One-to-four family and consumer loans where the borrower’s debt is discharged in a bankruptcy filing are also considered troubled debt restructurings. For these loans, the Bank retains its security interest in the real estate collateral. At September 30, 2020 and December 31, 2019, troubled debt restructured (“TDR”) loans totaled $22.6 million and $24.6 million, respectively. Included in the non-accrual loan total at September 30, 2020, and December 31, 2019, were $9.9 million and $6.6 million, respectively, of troubled debt restructurings. At September 30, 2020, and December 31, 2019, the Company had $448,000 and $476,000, respectively, of specific reserves allocated to loans that are classified as troubled debt restructurings. Non-accrual loans which become troubled debt restructurings are generally returned to accrual status after six months of performance. In addition to the troubled debt restructurings included in non-accrual loans, the Company also has loans classified as accruing troubled debt restructurings at September 30, 2020 and December 31, 2019, which totaled $12.8 million and $18.0 million, respectively. The following table presents information about troubled debt restructurings which occurred during the three and nine months ended September 30, 2020 and September 30, 2019, and troubled debt restructurings modified within the previous year and which defaulted during the three and nine months ended September 30, 2020 and September 30, 2019 (dollars in thousands): Number of Loans Pre-modification Post-modification Three months ended September 30, 2020 Troubled Debt Restructurings: Consumer 1 $ 16 $ 16 Commercial real estate – investor 1 928 993 Residential real estate 1 418 418 Number of Loans Recorded Investment Troubled Debt Restructurings Which Subsequently Defaulted: None None Number of Loans Pre-modification Post-modification Nine months ended September 30, 2020 Troubled Debt Restructurings: Consumer 5 $ 175 $ 193 Commercial real estate – owner occupied 1 1,112 1,143 Commercial real estate – investor 1 928 993 Residential real estate 5 849 865 Number of Loans Recorded Investment Troubled Debt Restructurings Which Subsequently Defaulted: None None Number of Loans Pre-modification Post-modification Three Months Ended September 30, 2019 Troubled Debt Restructurings: Consumer 1 $ 54 $ 54 Number of Loans Recorded Investment Troubled Debt Restructurings Which Subsequently Defaulted None None Number of Loans Pre-modification Post-modification Nine months ended September 30, 2019 Troubled Debt Restructurings: Consumer 5 $ 496 $ 516 Residential real estate 5 921 972 Number of Loans Recorded Investment Troubled Debt Restructurings Which Subsequently Defaulted: None None In response to the COVID-19 pandemic and its economic impact on customers, short-term modification programs that comply with the CARES Act were implemented to provide temporary payment relief to those borrowers directly impacted by COVID-19. The Commercial Borrower Relief Program allowed for the deferral of principal and interest or principal only. For principal and interest deferrals as well as principal only deferrals, all payments received will first be applied to all accrued and unpaid interest and the balance, if any, on account of unpaid principal, then to fees, expenses and other amounts due to the Bank. Monthly payments shall continue until the maturity date when all then unpaid principal, interest, fees, and all other charges are due and payable to the Bank. The Consumer Borrower Relief Program allowed for the deferral of principal and interest. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date. Provided these loans were current as of either year end or the date of the modification, these loans are not considered TDR loans at September 30, 2020 and will not be reported as past due during the deferral period. As part of the Two River and Country Bank acquisitions, the Company has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans is as follows (in thousands): Two River Country Bank January 1, 2020 Purchase price of loans at acquisition $ 26,354 $ 24,667 Allowance for credit losses at acquisition 1,343 1,296 Non-credit discount at acquisition 3,589 5,334 Par value of acquired loans at acquisition $ 31,286 $ 31,297 In accordance with ASC 310, prior to the adoption of ASU 2016-13, the following table summarizes the changes in accretable yield for PCI loans during the three and nine months ended September 30, 2019 (in thousands): Three Months Ended Nine Months Ended 2019 2019 Beginning balance $ 3,183 $ 3,630 Acquisition — 691 Accretion (599) (1,783) Reclassification from non-accretable difference 69 115 Ending balance $ 2,653 $ 2,653 |