Loans Receivable, Net | Loans Receivable, Net Loans receivable, net, at December 31, 2020 and 2019 consisted of the following (in thousands): December 31, 2020 2019 Commercial: Commercial and industrial (1) $ 470,656 $ 396,434 Commercial real estate - owner occupied 1,145,065 792,653 Commercial real estate - investor 3,491,464 2,296,410 Total commercial 5,107,185 3,485,497 Consumer: Residential real estate 2,309,459 2,321,157 Home equity loans and lines 285,016 318,576 Other consumer 54,446 89,422 Total consumer 2,648,921 2,729,155 Total loans receivable 7,756,106 6,214,652 Deferred origination costs, net of fees 9,486 9,880 Allowance for credit losses (60,735) (16,852) Total loans receivable, net $ 7,704,857 $ 6,207,680 (1) The commercial and industrial loans balance at December 31, 2020 includes Paycheck Protection Program (“PPP”) loans of $95.4 million. 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. Generally, risk ratings for loans on forbearance pursuant to the CARES Act are not re-evaluated until the initial 90-day forbearance period ends. At that time, risk ratings are updated with an emphasis on industries that were heavily impacted by the pandemic, as well as individual borrower liquidity, and other measures of resiliency as described below. The Company evaluates risk ratings on an ongoing basis and as such, adversely rated loans will be re-evaluated as government restrictions end and businesses resume normal operations. 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 the Bank’s 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 December 31, 2020 Commercial and industrial Pass $ 137,262 $ 40,737 $ 27,967 $ 18,845 $ 33,568 $ 59,339 $ 134,140 $ 451,858 Special Mention 150 583 826 1,422 907 118 1,429 5,435 Substandard 581 1,284 1,243 809 439 1,706 7,301 13,363 Total commercial and industrial 137,993 42,604 30,036 21,076 34,914 61,163 142,870 470,656 Commercial real estate - owner occupied Pass 96,888 114,506 122,962 124,050 104,264 428,423 18,932 1,010,025 Special Mention — 3,512 8,240 1,023 17,115 17,811 439 48,140 Substandard — 34,670 9,001 3,404 3,677 35,509 639 86,900 Total commercial real estate - owner occupied 96,888 152,688 140,203 128,477 125,056 481,743 20,010 1,145,065 Commercial real estate - investor Pass $ 635,930 $ 628,435 $ 317,104 $ 426,268 $ 281,876 $ 812,062 $ 194,913 $ 3,296,588 Special Mention — 15,979 17,113 15,225 4,234 55,872 149 108,572 Substandard 4,311 9,217 1,931 17,222 11,474 36,326 5,823 86,304 Total commercial real estate - investor 640,241 653,631 336,148 458,715 297,584 904,260 200,885 3,491,464 Consumer: Residential real estate (1) Pass $ 595,982 $ 437,593 $ 226,435 $ 166,773 $ 146,237 $ 729,037 $ — $ 2,302,057 Special Mention — 532 — — 446 2,186 — 3,164 Substandard 570 — 1,489 221 — 1,958 — 4,238 Total residential real estate 596,552 438,125 227,924 166,994 146,683 733,181 — 2,309,459 Consumer (1) Pass 24,954 26,659 83,296 25,469 16,565 156,276 2,145 335,364 Special Mention — — — — 150 382 — 532 Substandard — — — — — 3,566 — 3,566 Total consumer 24,954 26,659 83,296 25,469 16,715 160,224 2,145 339,462 Total loans receivable $ 1,496,628 $ 1,313,707 $ 817,607 $ 800,731 $ 620,952 $ 2,340,571 $ 365,910 $ 7,756,106 (1) For residential real estate 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 years ended December 31, 2020 and 2019 is as follows (in thousands): Commercial Commercial Real Estate - Owner Occupied Commercial Real Estate - Investor Residential Consumer Unallocated Total For the Year Ended December 31, 2020 Allowance for credit losses on loans Balance at beginning of year $ 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 Initial allowance for credit losses on PCD loans 1,221 26 260 109 1,023 — 2,639 Credit loss expense (benefit) (1) 1,039 15,007 34,935 8,191 (1,770) — 57,402 Charge-offs (1) (890) (1,769) (13,081) (3,200) (1,244) — (20,184) Recoveries 146 6 101 883 189 — 1,325 Balance at end of year $ 5,390 $ 15,054 $ 26,703 $ 11,818 $ 1,770 $ — $ 60,735 For the Year Ended December 31, 2019 Allowance for credit losses on loans Balance at beginning of year $ 1,609 $ 2,277 $ 8,770 $ 2,413 $ 486 $ 1,022 $ 16,577 Credit loss (benefit) expense (311) 947 638 792 567 (997) 1,636 Charge-offs — (663) (236) (1,299) (606) — (2,804) Recoveries 160 332 711 96 144 — 1,443 Balance at end of year $ 1,458 $ 2,893 $ 9,883 $ 2,002 $ 591 $ 25 $ 16,852 (1) The year ended December 31, 2020 was impacted by the shift in current and forward-looking economic conditions, credit migration and borrower vulnerability related to COVID-19. The Company recorded $14.6 million of charge-offs related to the sale of higher-risk commercial loans and $3.3 million of charge-offs related to the sale of under-performing residential and consumer loans. 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 December 31, 2020, the Company had collateral dependent loans with an amortized cost balance as follows: commercial and industrial of $1.9 million, commercial real estate - owner occupied of $13.8 million, and commercial real estate - investor of $18.3 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 $1.4 million and $1.8 million at December 31, 2020 and December 31, 2019, respectively. The amount of foreclosed residential real estate property held by the Company was $106,000 and $51,000 at December 31, 2020 and December 31, 2019, respectively. In accordance with ASC 310, prior to the adoption of ASU 2016-13, the following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2019, excluding PCI loans (in thousands): Commercial Commercial Real Estate - Owner Occupied Commercial Real Estate - Investor Residential Real Estate Consumer Unallocated Total At December 31, 2019 Allowance for loan 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 included all loans modified as troubled debt restructurings. At December 31, 2019, the impaired loan portfolio totaled $26.5 million for which there was a $476,000 specific allocation in the allowance for loan losses. The average balance of impaired loans for the year ended December 31, 2019 was $29.4 million. If interest income on non-accrual loans and impaired loans had been current in accordance with their original terms, approximately $372,000 and $419,000 of interest income for the years ended December 31, 2019 and 2018, respectively, would have been recorded. At December 31, 2019, impaired loans include TDR loans of $24.6 million, of which $18.0 million were performing in accordance with their restructured terms for a minimum of six months and were accruing interest. The summary of loans individually evaluated for impairment by loan portfolio segment as of December 31, 2019 was as follows, excluding PCI loans (in thousands): Unpaid Recorded Allowance for At 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 — Total with no related allowance recorded $ 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 Total with an allowance recorded $ 2,378 $ 2,197 $ 476 For the Year Ended December 31, 2019 Average Interest With no related allowance recorded: Commercial and industrial $ 523 $ 5 Commercial real estate – owner occupied 4,171 179 Commercial real estate – investor 9,012 222 Residential real estate 10,275 548 Consumer 3,275 178 Total with no related allowance recorded $ 27,256 $ 1,132 With an allowance recorded: Commercial and industrial $ — $ — Commercial real estate – owner occupied 2,173 138 Commercial real estate – investor — — Residential real estate — — Consumer — — Total with an allowance recorded $ 2,173 $ 138 The following table presents the recorded investment in non-accrual loans by loan portfolio segment as of December 31, 2020 and 2019 (in thousands). The December 31, 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). December 31, 2020 2019 Commercial and industrial $ 1,908 $ 207 Commercial real estate – owner occupied 13,751 4,811 Commercial real estate – investor 18,287 2,917 Residential real estate 8,671 7,181 Consumer 4,246 2,733 Total non-accrual loans $ 46,863 $ 17,849 At December 31, 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 December 31, 2020 and December 31, 2019, there were no loans that were 90 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 December 31, 2020 and 2019 by loan portfolio segment (in thousands). The December 31, 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 90 Days or Greater Total Loans Not Total December 31, 2020 Commercial and industrial $ 3,050 $ 628 $ 327 $ 4,005 $ 466,651 $ 470,656 Commercial real estate – owner occupied 1,015 — 7,871 8,886 1,136,179 1,145,065 Commercial real estate – investor 8,897 3,233 11,122 23,252 3,468,212 3,491,464 Residential real estate 15,156 3,164 4,238 22,558 2,286,901 2,309,459 Consumer 978 533 3,568 5,079 334,383 339,462 Total loans receivable $ 29,096 $ 7,558 $ 27,126 $ 63,780 $ 7,692,326 $ 7,756,106 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 Total loans receivable $ 11,231 $ 6,119 $ 9,286 $ 26,636 $ 6,174,751 $ 6,201,387 The Company classifies certain loans as TDRs 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. Residential real estate and consumer loans where the borrower’s debt is discharged in a bankruptcy filing are also considered TDRs. For these loans, the Bank retains its security interest in the real estate collateral. At December 31, 2020 and 2019, TDR loans totaled $17.5 million and $24.6 million, respectively. Included in the non-accrual loan total at December 31, 2020 and 2019 were $5.5 million and $6.6 million, respectively, of TDRs. At December 31, 2020 and 2019, the Company had $0 and $476,000, respectively, of specific reserves allocated to loans that are classified as TDRs. Non-accrual loans which become TDRs are generally returned to accrual status after six months of performance. In addition to the TDRs included in non-accrual loans, the Company also has loans classified as accruing TDRs at December 31, 2020 and 2019 which totaled $12.0 million and $18.0 million, respectively. The following table presents information about TDRs which occurred during the years ended December 31, 2020 and 2019, and TDRs modified within the previous year and which defaulted during the years ended December 31, 2020 and 2019 (dollars in thousands): Number Pre-modification Post-modification For the Year Ended December 31, 2020 Troubled debt restructurings: Commercial real estate – owner occupied 1 $ 1,112 $ 1,143 Commercial real estate – investor 2 1,035 1,116 Residential real estate 6 1,018 1,065 Consumer 6 1,035 668 Number of Loans Recorded Investment Troubled debt restructurings Which subsequently defaulted: None None Number Pre-modification Post-modification For the Year Ended December 31, 2019 Troubled debt restructurings: Commercial real estate – owner occupied 1 $ 154 $ 198 Commercial real estate – investor 1 272 393 Residential real estate 6 1,036 1,091 Consumer 7 663 683 Number of Loans Recorded Investment Troubled debt restructurings Which subsequently defaulted: Consumer 1 $ 115 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 are first applied to all accrued and unpaid interest and the balance, if any, on account of unpaid principal, is then applied to fees, expenses and other amounts due to the Bank. Monthly payments will 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 were not considered TDR loans at December 31, 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 purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of the PCD loans is as follows (in thousands): Two River Country Bank January 1, 2020 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 The following table summarizes the changes in accretable yield for PCI loans during the year ended December 31, 2019 (in thousands): For the Year Ended December 31, 2019 Beginning balance $ 3,630 Acquisition 691 Accretion (2,613) Reclassification from non-accretable difference 1,317 Ending balance $ 3,025 |