Loans and Allowance for Credit Losses | Loans and Allowance for Credit Losses On January 1, 2023, the Company adopted ASC 326. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. For further discussion on the most significant accounting policies that the Company follows see Note 2 – Adoption of Accounting Standards and Note 1 of the Company’s 2022 Annual Report on Form 10-K. All loan information presented as of September 30, 2023 is in accordance with ASC 326. All loan information presented as of December 31, 2022, or a prior date is presented in accordance with previously applicable GAAP. The Company makes residential mortgage, commercial, and consumer loans to customers primarily in Anne Arundel County, Baltimore County, Charles County, Calvert County, St Mary’s County, Howard County, Kent County, Queen Anne’s County, Caroline County, Talbot County, Dorchester County and Worcester County in Maryland, Kent and Sussex County, Delaware and in Accomack County and Spotsylvania County in Virginia. The following table provides information about the principal classes of the loan portfolio at September 30, 2023 and December 31, 2022. (Dollars in thousands) September 30, 2023 % of Total Loans December 31, 2022 % of Total Loans Construction $ 328,750 7.12 % $ 246,319 9.64 % Residential real estate 1,439,464 31.17 % 810,497 31.71 % Commercial real estate 2,283,521 49.45 % 1,065,409 41.68 % Commercial 229,474 4.97 % 147,856 5.78 % Consumer 330,411 7.16 % 286,026 11.19 % Credit Cards 6,099 0.13 % — — % Total loans 4,617,719 100.00 % 2,556,107 100.00 % Allowance for credit losses on loans (57,051) (16,643) Total loans, net $ 4,560,668 $ 2,539,464 Loans are stated at their principal amount outstanding net of any purchase premiums/discounts, deferred fees and costs. Included in loans were deferred costs, net of fees, of $2.0 million and $1.4 million at September 30, 2023 and December 31, 2022. At September 30, 2023 and December 31, 2022, included in total loans were $307.8 million and $372.2 million in loans, acquired as part of the acquisition of Severn Bancorp, Inc. (“Severn”), effective October 31, 2021. These balances were presented net of the related discount which totaled $4.9 million and $6.7 million at September 30, 2023 and December 31, 2022, respectively. At September 30, 2023 included in total loans were $1.7 billion acquired as part of the acquisition of TCFC, effective July 1, 2023. These balances were presented net of the related discount which totaled $109.8 million at September 30, 2023. The following purchased credit deteriorated loans were acquired in connection with the merger on the Acquisition Date. (Dollars in Thousands) Par Value Purchase Discount Allowance Purchase Price Construction $ 177 $ (11) $ (3) $ 163 Residential real estate 8,379 (1,157) (215) 7,007 Commercial real estate 55,779 (6,864) (985) 47,930 Commercial 2,137 (59) (278) 1,800 Consumer 519 (35) (14) 470 Credit Card 999 (144) (18) 837 Total $ 67,990 $ (8,270) $ (1,513) $ 58,207 At September 30, 2023, the Bank was servicing $361.8 million in loans for the Federal National Mortgage Association and $100.8 million in loans for Freddie Mac. The following table provides information on nonaccrual loans by loan class as of September 30, 2023. (Dollars in thousands) Non-accrual with no allowance for credit loss Non-accrual with an allowance for credit loss Total Non-accruals September 30, 2023 Nonaccrual loans: Construction $ 147 $ — $ 147 Residential real estate 3,603 299 3,902 Commercial real estate 3,866 — 3,866 Commercial 174 671 845 Consumer 203 19 222 Total $ 7,993 $ 989 $ 8,982 Interest income $ — $ — $ — (Dollars in thousands) Non-accrual Delinquent Loans Non-accrual Current Loans Total Non-accruals September 30, 2023 Nonaccrual loans: Construction $ 147 $ — $ 147 Residential real estate 2,258 1,644 3,902 Commercial real estate 749 3,117 3,866 Commercial 1 844 845 Consumer 221 1 222 Total $ 3,376 $ 5,606 $ 8,982 The overall quality of the Bank’s loan portfolio is primarily assessed using the Bank’s risk-grading scale. This review process is assisted by frequent internal reporting of loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming and potential problem loans. Credit quality indicators are adjusted based on management’s judgment during the quarterly review process. Loans are graded on a scale of one to ten. Ratings 1 thru 6 – Pass - Ratings 1 thru 6 have asset risks ranging from excellent-low to adequate. The specific rating assigned considers customer history of earnings, cash flows, liquidity, leverage, capitalization, consistency of debt service coverage, the nature and extent of customer relationship and other relevant specific business factors such as the stability of the industry or market area, changes to management, litigation or unexpected events that could have an impact on risks. Rating 7 – Special Mention - These credits have potential weaknesses due to economic conditions, less than adequate earnings performance or other factors which require the lending officer to direct more than normal attention to the credit. Financing alternatives may be limited and/or command higher risk interest rates. Special mention loan relationships are reviewed at least quarterly. Rating 8 – Substandard - Substandard assets are assets that are inadequately protected by the sound worth or paying capacity of the borrower or of the collateral pledged. Substandard loans are the first adversely classified loans on the Bank's watchlist. These assets have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard. The loans may have a delinquent history or combination of weak collateral, weak guarantor or operating losses. When a loan is assigned to this category the Bank may estimate a specific reserve in the loan loss allowance analysis and/or place the loan on nonaccrual. These assets listed may include assets with histories of repossessions or some that are non-performing bankruptcies. These relationships will be reviewed at least quarterly. Rating 9 – Doubtful - Doubtful assets have many of the same characteristics of substandard with the exception that the Bank has determined that loss is not only possible but is probable. The amount of loss is not discernible due to factors such as merger, acquisition, or liquidation; a capital injection; a pledge of additional collateral; the sale of assets; or alternative refinancing plans. Credits receiving a doubtful classification are required to be on nonaccrual. These relationships will be reviewed at least quarterly. Rating 10 – Loss – Loss assets are uncollectible or of little value. The following table provides information on loan risk ratings as of September 30, 2023 and gross write-offs during the nine months ended September 30, 2023. Term Loans by Origination Year Revolving Loans Revolving Converted to Term Loans Total (Dollars in thousands) Prior 2019 2020 2021 2022 2023 September 30, 2023 Construction Pass $ 27,243 $ 14,732 $ 29,531 $ 40,493 $ 135,418 $ 72,852 $ 8,331 $ — $ 328,600 Substandard 138 — — 12 — — — — 150 Total $ 27,381 $ 14,732 $ 29,531 $ 40,505 $ 135,418 $ 72,852 $ 8,331 $ — $ 328,750 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Residential real estate Pass $ 330,183 $ 55,088 $ 107,259 $ 248,445 $ 355,912 $ 218,563 $ 116,868 $ 876 $ 1,433,194 Special Mention 41 259 — — — — 192 — 492 Substandard 5,320 — — — — — 458 — 5,778 Total $ 335,544 $ 55,347 $ 107,259 $ 248,445 $ 355,912 $ 218,563 $ 117,518 $ 876 $ 1,439,464 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Commercial real estate Pass $ 683,984 $ 192,789 $ 302,597 $ 430,908 $ 430,214 $ 195,260 $ 16,420 $ 2,202 $ 2,254,374 Special Mention 13,931 141 — 6,184 4,475 — — 426 25,157 Substandard 1,498 1,937 — 555 — — — — 3,990 Total $ 699,413 $ 194,867 $ 302,597 $ 437,647 $ 434,689 $ 195,260 $ 16,420 $ 2,628 $ 2,283,521 Gross Charge-offs $ (513) $ — $ (814) $ — $ — $ — $ — $ — $ (1,327) Commercial Pass $ 25,796 $ 14,254 $ 15,332 $ 43,209 $ 40,337 $ 24,582 $ 62,679 $ 1,641 $ 227,830 Special Mention 137 — — 440 — — 75 243 895 Substandard 1 186 — — 23 — 493 46 749 Total $ 25,934 $ 14,440 $ 15,332 $ 43,649 $ 40,360 $ 24,582 $ 63,247 $ 1,930 $ 229,474 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Consumer Pass $ 682 $ 1,258 $ 15,574 $ 83,768 $ 150,126 $ 78,067 $ 713 $ — $ 330,188 Special Mention — — — — — — 1 — 1 Substandard — 26 — 117 78 — 1 — 222 Total $ 682 $ 1,284 $ 15,574 $ 83,885 $ 150,204 $ 78,067 $ 715 $ — $ 330,411 Gross Charge-offs $ (45) $ — $ (16) $ (3) $ (1) $ (328) $ (1) $ (5) $ (399) Total Pass $ 1,067,888 $ 278,121 $ 470,293 $ 846,823 $ 1,112,007 $ 589,324 $ 205,011 $ 4,719 $ 4,574,186 Special Mention 14,109 400 — 6,624 4,475 — 268 669 26,545 Substandard 6,957 2,149 — 684 101 — 952 46 10,889 Total loans by risk category $ 1,088,954 $ 280,670 $ 470,293 $ 854,131 $ 1,116,583 $ 589,324 $ 206,231 $ 5,434 $ 4,611,620 Total gross charge-offs $ (558) $ — $ (830) $ (3) $ (1) $ (328) $ (1) $ (5) $ (1,726) Term Loans by Origination Year Revolving Loans Revolving Converted to Term Loans Total (Dollars in thousands) Prior 2019 2020 2021 2022 2023 September 30, 2023 Credit Cards Performing $ — $ — $ — $ — $ — $ — $ 6,099 $ — $ 6,099 Non-Performing — — — — — — — — — Total $ — $ — $ — $ — $ — $ — $ 6,099 $ — $ 6,099 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ (60) $ — $ (60) Total loans evaluated by performing status $ — $ — $ — $ — $ — $ — $ 6,099 $ — $ 6,099 Total gross charge-offs $ — $ — $ — $ — $ — $ — $ (60) $ — $ (60) Total Recorded Investment $ 1,088,954 $ 280,670 $ 470,293 $ 854,131 $ 1,116,583 $ 589,324 $ 212,330 $ 5,434 $ 4,617,719 The following tables provide information on the aging of the loan portfolio as of September 30, 2023 and December 31, 2022. (Dollars in thousands) 30‑59 days past due 60‑89 days past due 90 days past due and still accruing 90 days past due and not accruing Total Current Non-accrual Current Accrual Loans (1) Total September 30, 2023 Construction $ 1,035 $ — $ 65 $ 147 $ 1,247 $ — $ 327,503 $ 328,750 Residential real estate 3,036 250 871 1,669 5,826 1,644 1,431,994 1,439,464 Commercial real estate 785 445 — 749 1,979 3,117 2,278,425 2,283,521 Commercial 103 — — — 103 844 228,527 229,474 Consumer 593 2,744 1,160 214 4,711 1 325,699 330,411 Credit Cards 61 41 53 — 155 — 5,944 6,099 Total $ 5,613 $ 3,480 $ 2,149 $ 2,779 $ 14,021 $ 5,606 $ 4,598,092 $ 4,617,719 Percent of total loans 0.1 % 0.1 % — % — % 0.3 % 0.1 % 99.6 % 100.0 % (1) Includes loans measured at fair value of $9.3 million at September 30, 2023. Accruing (Dollars in thousands) Current (1) 30‑59 days past due 60‑89 days past due 90 days or more past due Total Non-accrual PCI Total December 31, 2022 Construction $ 239,990 $ 4,343 $ 1,015 $ 24 $ 5,382 $ 297 $ 650 $ 246,319 Residential real estate 787,070 6,214 891 1,107 8,212 1,259 13,956 810,497 Commercial real estate 1,052,314 369 — 710 1,079 150 11,866 1,065,409 Commercial 147,511 15 — — 15 174 156 147,856 Consumer 285,750 223 11 — 234 28 14 286,026 Total $ 2,512,635 $ 11,164 $ 1,917 $ 1,841 $ 14,922 $ 1,908 $ 26,642 $ 2,556,107 Percent of total loans 98.3 % 0.4 % 0.1 % 0.1 % 0.6 % 0.1 % 1.0 % 100.0 % (1) Includes loans measured at fair value of $8.4 million at December 31, 2022. The following tables provide a summary of the activity in the ACL allocated by loan class for the three and nine months ended September 30, 2023 and September 30, 2022. Allocation of a portion of the allowance to one loan class does not preclude its availability to absorb losses in other loan classes. (Dollars in thousands) Beginning Balance Merger Adjustments (2) Charge-offs Recoveries Net (charge-offs) recoveries Provisions Ending Balance For three months ended September 30, 2023 Construction $ 2,386 $ 3 $ — $ 3 $ 3 $ 1,439 $ 3,831 Residential real estate 9,151 215 — 3 3 9,806 19,175 Commercial real estate 10,267 985 (1,327) — (1,327) 12,875 22,800 Commercial 1,956 278 — 2 2 2,101 4,337 Consumer (1) 5,254 14 (115) 45 (70) 1,658 6,856 Credit Card — 18 (60) — (60) 94 52 Total $ 29,014 $ 1,513 $ (1,502) $ 53 $ (1,449) $ 27,973 $ 57,051 (1) Gross charge-offs of consumer loans for the three months ended September 30, 2023 included $95,000 of demand deposit overdrafts. (2) Merger adjustments consist of gross-up for acquired PCD loans in the TCFC merger. (Dollars in thousands) Beginning Balance Charge-offs Recoveries Net (charge-offs) recoveries Provisions Ending Balance For three months ended September 30, 2022 Construction $ 3,345 $ — $ 2 $ 2 $ (315) $ 3,032 Residential real estate 2,778 — 12 12 218 3,008 Commercial real estate 4,441 — 243 243 325 5,009 Commercial 1,681 (202) 60 (142) 368 1,907 Consumer 3,238 — 4 4 79 3,321 Total $ 15,483 $ (202) $ 321 $ 119 $ 675 $ 16,277 (Dollars in thousands) Beginning Balance Impact of ASC326 Adoption Merger Adjustments (2) Charge-offs Recoveries Net (charge-offs) recoveries Provisions Ending Balance For nine months ended September 30, 2023 Construction $ 2,973 $ 1,222 $ 3 $ — $ 10 $ 10 $ (377) $ 3,831 Residential real estate 2,622 4,974 215 — 37 37 11,327 19,175 Commercial real estate 4,899 3,742 985 (1,327) — (1,327) 14,501 22,800 Commercial 1,652 401 278 — 10 10 1,996 4,337 Consumer (1) 4,497 452 14 (399) 210 (189) 2,082 6,856 Credit Card — — 18 (60) — (60) 94 52 Total $ 16,643 $ 10,791 $ 1,513 $ (1,786) $ 267 $ (1,519) $ 29,623 $ 57,051 (1) Gross charge-offs of consumer loans for the nine months ended September 30, 2023 included $0.4 million of demand deposit overdrafts. (2) Merger adjustments consist of gross-up for acquired PCD loans in the TCFC merger. (Dollars in thousands) Beginning Balance Charge-offs Recoveries Net (charge-offs) recoveries Provisions Ending Balance For nine months ended September 30, 2022 Construction $ 2,454 $ — $ 9 $ 9 $ 569 $ 3,032 Residential real estate 2,858 (4) 131 127 23 3,008 Commercial real estate 4,598 (6) 948 942 (531) 5,009 Commercial 2,070 (416) 200 (216) 53 1,907 Consumer 1,964 (31) 27 (4) 1,361 3,321 Total $ 13,944 $ (457) $ 1,315 $ 858 $ 1,475 $ 16,277 There were no modifications to loans for borrowers experiencing financial difficulty (“BEFD”) during the three and nine months ended September 30, 2023. The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment. September 30, 2023 (Dollars in thousands) Real Estate Collateral Other Collateral Total Construction $ 250 $ — $ 250 Residential real estate 7,620 — 7,620 Commercial real estate 5,411 — 5,411 Commercial — 1,100 1,100 Consumer — 1,381 1,381 Total $ 13,281 $ 2,481 $ 15,762 The Company did not identify any significant changes in the extent to which collateral secures its collateral dependent loans, whether in the form of general deterioration or from other factors during the period ended September 30, 2023 Foreclosure Proceedings There were $0.7 million of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure as of September 30, 2023 and $0.3 million as of December 31, 2022, respectively. There were no residential real estate properties included in the balance of other real estate owned (“OREO”) at September 30, 2023 and one residential real estate property totaling $18,000 at December 31, 2022. Prior to the adoption of ASC 326 The following table provides information about all loans acquired from Severn as of December 31, 2022. December 31, 2022 (Dollars in thousands) Acquired Loans - Purchased Credit Impaired Acquired Loans - Purchased Performing Acquired Loans - Total Outstanding principal balance $ 29,620 $ 349,262 $ 378,882 Carrying amount Construction $ 650 $ 18,761 $ 19,411 Residential real estate 13,956 116,118 130,074 Commercial real estate 11,866 174,278 186,144 Commercial 156 35,687 35,843 Consumer 14 697 711 Total loans $ 26,642 $ 345,541 $ 372,183 The following table presents a summary of the change in the accretable yield on PCI loans acquired from Severn. (Dollars in thousands) Nine Months Ended September 30, 2022 Accretable yield, beginning of period $ 5,367 Accretion (1,195) Reclassification of nonaccretable difference due to improvement in expected cash flows 399 Other changes, net 287 Accretable yield, end of period $ 4,858 The following tables include impairment information relating to loans and the ACL on loans as of December 31, 2022. (Dollars in thousands) Ending balance: Ending balance: Acquired Loans- PCI Total (1) December 31, 2022 Loan Receivables: Construction $ 331 $ 236,901 $ 650 $ 237,882 Residential real estate 5,081 791,460 13,956 810,497 Commercial real estate 2,540 1,051,003 11,866 1,065,409 Commercial 174 147,526 156 147,856 Consumer 28 285,984 14 286,026 Total $ 8,154 $ 2,512,874 $ 26,642 $ 2,547,670 Allowance for credit losses on loans: Allocated to loans individually evaluated for impairment Allocated to loans collectively evaluated for impairment Total Construction $ — $ 2,973 $ 2,973 Residential real estate 127 2,495 2,622 Commercial real estate — 4,899 4,899 Commercial — 1,652 1,652 Consumer — 4,497 4,497 Total $ 127 $ 16,516 $ 16,643 (1) Excludes loans measured at fair value of $8.4 million at December 31, 2022. The following tables provide information on impaired loans and any related allowance by loan class as of December 31, 2022. The difference between the unpaid principal balance and the recorded investment is the amount of partial charge-offs that have been taken and interest paid on nonaccrual loans that has been applied to principal. Unpaid principal balance Recorded investment with no allowance Recorded investment with an allowance Related allowance September 30, 2022 (Dollars in thousands) Quarter-to-date average recorded investment Year-to-date average recorded investment Interest income recognized December 31, 2022 Impaired nonaccrual loans: Construction $ 297 $ 297 $ — $ — $ 297 $ 314 $ — Residential real estate 1,363 1,259 — — 1,639 1,534 — Commercial real estate 159 150 — — 466 704 — Commercial 359 174 — — 197 242 — Consumer 29 28 — — 40 48 — Total $ 2,207 $ 1,908 $ — $ — $ 2,639 $ 2,842 $ — Impaired accruing TDRs: Construction $ 10 $ 10 $ — $ — $ 14 $ 18 $ 1 Residential real estate 2,849 1,176 1,539 127 2,750 3,064 83 Commercial real estate 1,680 1,680 — — 1,830 2,231 48 Commercial — — — — — — — Consumer — — — — — 6 — Total $ 4,539 $ 2,866 $ 1,539 $ 127 $ 4,594 $ 5,319 $ 132 Other impaired accruing loans: Construction $ 24 $ 24 $ — $ — $ 304 $ 190 $ 6 Residential real estate 1,107 1,107 — — 745 259 3 Commercial real estate 710 710 — — 537 493 7 Commercial — — — — 13 7 1 Consumer — — — — — 13 — Total $ 1,841 $ 1,841 $ — $ — $ 1,599 $ 962 $ 17 Total impaired loans: Construction $ 331 $ 331 $ — $ — $ 615 $ 522 $ 7 Residential real estate 5,319 3,542 1,539 127 5,134 4,857 86 Commercial real estate 2,549 2,540 — — 2,833 3,428 55 Commercial 359 174 — — 210 249 1 Consumer 29 28 — — 40 67 — Total $ 8,587 $ 6,615 $ 1,539 $ 127 $ 8,832 $ 9,123 $ 149 There were no loans modified and considered to be TDRs during the three and nine months ended September 30, 2022. All accruing TDRs were in compliance with their modified terms. Both performing and non-performing TDRs had no further commitments associated with them as of December 31, 2022. There were no TDRs which subsequently defaulted within 12 months of modification for the three and nine months ended September 30, 2022. Generally, a loan is considered in default when principal or interest is past due 90 days or more, the loan is placed on nonaccrual, the loan is charged off, or there is a transfer to other real estate owned (OREO) or repossessed assets. The following tables provide information on loan risk ratings as of December 31, 2022. (Dollars in thousands) Pass/Performing (1) Pass Special Mention Substandard Doubtful PCI Total December 31, 2022 Construction $ 231,160 $ 14,212 $ — $ 297 $ — $ 650 $ 246,319 Residential real estate 761,405 32,467 1,239 1,430 — 13,956 810,497 Commercial real estate 929,501 121,711 1,814 517 — 11,866 1,065,409 Commercial 131,084 15,958 484 174 — 156 147,856 Consumer 285,786 196 2 28 — 14 286,026 Total $ 2,338,936 $ 184,544 $ 3,539 $ 2,446 $ — $ 26,642 $ 2,556,107 (1) Includes loans measured at fair value of $8.4 million at December 31, 2022. |