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 1 – Summary of Significant Accounting Policies. All loan information presented as of December 31, 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, Stafford County, Spotsylvania County, and Fredericksburg city in Virginia. The following table provides information about the principal classes of the loan portfolio at December 31, 2023 and December 31, 2022 (Dollars in thousands) December 31, 2023 % of Total Loans December 31, 2022 % of Total Loans Construction $ 299,000 6.40 % $ 246,319 9.60 % Residential real estate 1,490,438 32.10 % 810,497 31.70 % Commercial real estate 2,286,154 49.30 % 1,065,409 41.70 % Commercial 229,939 5.00 % 147,856 5.80 % Consumer 328,896 7.10 % 286,026 11.20 % Credit Cards 6,583 0.10 % — — % Total loans $ 4,641,010 100.00 % $ 2,556,107 100.00 % Allowance for credit losses (57,351) (16,643) Total loans, net $ 4,583,659 $ 2,539,464 In the normal course of banking business, loans are made to officers and directors and their affiliated interests. These loans are made on substantially the same terms and conditions as those prevailing at the time for comparable transactions with persons who are not related to the Company and are not considered to involve more than the normal risk of collectability. As of December 31, 2023 and 2022, such loans outstanding, both direct and indirect (including guarantees), to directors, their associates and policy-making officers, totaled approximately $53.1 million and $24.1 million, respectively. During 2023 and 2022, loan additions were approximately $35.9 million and $7.7 million of which $27.4 million were due to the 2023 acquisition of TCFC and loan repayments and no longer reportable loans were approximately $1.3 million and $2.2 million, respectively. 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 $2.2 million and $1.4 million at December 31, 2023 and December 31, 2022. At December 31, 2023 and December 31, 2022, included in total loans were $297.9 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 $4.7 million and $6.7 million at December 31, 2023 and December 31, 2022, respectively. At December 31, 2023 included in total loans were $1.6 billion acquired as part of the acquisition of TCFC, effective July 1, 2023. This balance was presented net of the related discount which totaled $108.4 million at December 31, 2023. The following purchased credit deteriorated loans were acquired in connection with the TCFC merger on July 1, 2023. (Dollars in thousands) Par Value Purchase Discount Allowance Purchase Price Construction $ 177 $ (11) $ (3) $ 163 Residential real estate 8,379 (1,307) (215) 6,857 Commercial real estate 55,779 (6,950) (985) 47,844 Commercial 2,317 (243) (278) 1,796 Consumer 519 (38) (14) 467 Credit Card 999 (222) (18) 759 Total $ 68,170 $ (8,771) $ (1,513) $ 57,886 At December 31, 2023, the Bank was servicing $371.5 million in loans for the Federal National Mortgage Association and $113.2 million in loans for Freddie Mac. The following tables provides information on nonaccrual loans by loan class as of December 31, 2023. (Dollars in thousands) Non-accrual with no allowance for credit loss Non-accrual with an allowance for credit loss Total Non-accruals December 31, 2023 Nonaccrual loans: Construction $ 626 $ — $ 626 Residential real estate 5,865 480 6,345 Commercial real estate 4,364 — 4,364 Commercial 176 368 544 Consumer 216 689 905 Total $ 11,247 $ 1,537 $ 12,784 Interest income $ 399 $ 53 $ 452 (Dollars in thousands) Non-accrual Delinquent Loans Non-accrual Current Loans Total Non-accruals December 31, 2023 Nonaccrual loans: Construction $ 221 $ 405 $ 626 Residential real estate 4,137 2,208 6,345 Commercial real estate 1,215 3,149 4,364 Commercial 28 516 544 Consumer 903 2 905 Total $ 6,504 $ 6,280 $ 12,784 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 December 31, 2023 and gross write-offs during the twelve months ended December 31, 2023. Term Loans by Origination Year Revolving loans Revolving converted to term loans Total (Dollars in thousands) Prior 2019 2020 2021 2022 2023 December 31, 2023 Construction Pass $ 23,450 $ 15,721 $ 14,773 $ 34,325 $ 101,426 $ 100,620 $ 8,056 $ — $ 298,371 Substandard 199 — — 12 418 — — — 629 Total $ 23,649 $ 15,721 $ 14,773 $ 34,337 $ 101,844 $ 100,620 $ 8,056 $ — $ 299,000 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Residential real estate Pass $ 317,528 $ 54,387 $ 105,269 $ 251,269 $ 392,378 $ 239,914 $ 119,777 $ 874 $ 1,481,396 Special Mention 154 256 564 503 — — 192 — 1,669 Substandard 6,000 — — — — — 1,373 — 7,373 Total $ 323,682 $ 54,643 $ 105,833 $ 251,772 $ 392,378 $ 239,914 $ 121,342 $ 874 $ 1,490,438 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ (119) $ — $ (119) Commercial real estate Pass $ 670,042 $ 190,753 $ 311,980 $ 426,750 $ 428,240 $ 210,915 $ 14,873 $ 2,138 $ 2,255,691 Special Mention 14,986 331 — 5,501 4,446 — 100 409 25,773 Substandard 2,119 2,029 — 542 — — — — 4,690 Total $ 687,147 $ 193,113 $ 311,980 $ 432,793 $ 432,686 $ 210,915 $ 14,973 $ 2,547 $ 2,286,154 Gross Charge-offs $ (512) $ — $ (814) $ — $ — $ — $ — $ — $ (1,326) Commercial Pass $ 23,771 $ 12,946 $ 14,464 $ 41,621 $ 35,897 $ 27,901 $ 49,160 $ 22,284 $ 228,044 Special Mention 143 — — 425 — — 251 — 819 Substandard 160 69 — — 487 — 314 46 1,076 Total $ 24,074 $ 13,015 $ 14,464 $ 42,046 $ 36,384 $ 27,901 $ 49,725 $ 22,330 $ 229,939 Gross Charge-offs $ (1) $ — $ — $ — $ — $ — $ (242) $ (243) Consumer Pass $ 621 $ 961 $ 14,158 $ 76,629 $ 143,507 $ 91,415 $ 699 $ — $ 327,990 Special Mention — — — — — — 2 — 2 Substandard — 38 5 80 780 — 1 — 904 Total $ 621 $ 999 $ 14,163 $ 76,709 $ 144,287 $ 91,415 $ 702 $ — $ 328,896 Gross Charge-offs $ (522) $ — $ (16) $ (17) $ (8) $ (4) $ (7) $ — $ (574) Total Pass $ 1,035,412 $ 274,768 $ 460,644 $ 830,594 $ 1,101,448 $ 670,765 $ 192,565 $ 25,296 $ 4,591,492 Special Mention 15,283 587 564 6,429 4,446 — 545 409 28,263 Substandard 8,478 2,136 5 634 1,685 — 1,688 46 14,672 Total loans by risk category $ 1,059,173 $ 277,491 $ 461,213 $ 837,657 $ 1,107,579 $ 670,765 $ 194,798 $ 25,751 $ 4,634,427 Total gross charge-offs $ (1,035) $ — $ (830) $ (17) $ (8) $ (4) $ (126) $ (242) $ (2,262) Term Loans by Origination Year Revolving loans Revolving converted to term loans Total (Dollars in thousands) Prior 2019 2020 2021 2022 2023 Credit Cards Performing $ — $ — $ — $ — $ — $ — $ 6,583 $ — $ 6,583 Non-Performing — — — — — — — — — Total $ — $ — $ — $ — $ — $ — $ 6,583 $ — $ 6,583 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ (111) $ — $ (111) Total loans evaluated by performing status $ — $ — $ — $ — $ — $ — $ 6,583 $ — $ 6,583 Total gross charge-offs $ — $ — $ — $ — $ — $ — $ (111) $ — $ (111) Total Recorded Investment $ 1,059,173 $ 277,491 $ 461,213 $ 837,657 $ 1,107,579 $ 670,765 $ 201,381 $ 25,751 $ 4,641,010 The following tables provide information on the aging of loan portfolio as of December 31, 2023 and December 31, 2022. Current Accrual Loans (1) Current Non-accrual Loans Total (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 past due December 31, 2023 Construction $ 1,919 $ — $ — $ 220 $ 2,139 $ 296,456 $ 405 $ 299,000 Residential real estate 2,962 1,198 108 2,668 6,936 1,481,294 2,208 1,490,438 Commercial real estate 16 — — 1,222 1,238 2,281,767 3,149 2,286,154 Commercial 48 — 488 28 564 228,859 516 229,939 Consumer 3,224 1,415 — 879 5,518 323,376 2 328,896 Credit Cards 35 36 142 — 213 6,370 — 6,583 Total $ 8,204 $ 2,649 $ 738 $ 5,017 $ 16,608 $ 4,618,122 $ 6,280 $ 4,641,010 Percent of total loans 0.2 % 0.1 % — % 0.1 % 0.4 % 99.5 % 0.1 % 100.0 % ____________________________________ (1) Includes loans measured at fair value of $9.9 million at December 31, 2023. Accruing Nonaccrual PCI Total (Dollars in thousands) Current (1) 30‑59 days past due 60‑89 days past due Greater than 90 days Total past due 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 twelve months ended December 31, 2023 and December 31, 2022. Allocation of a portion of the allowance to one loan class does not include its availability to absorb losses in other loan classes. (Dollars in thousands) Beginning Balance Impact of ASC326 Adoption Merger Adjustments (2) Charge-offs Recoveries Net (charge-offs) recoveries Provision Ending Balance For the year ended December 31, 2023 Construction $ 2,973 $ 1,222 $ 3 $ — $ 15 $ 15 $ (278) $ 3,935 Residential real estate 2,622 4,974 215 (119) 44 (75) 14,213 21,949 Commercial real estate 4,899 3,742 985 (1,326) — (1,326) 12,675 20,975 Commercial 1,652 401 278 (243) 11 (232) 572 2,671 Consumer (1) 4,497 452 14 (574) 284 (290) 2,928 7,601 Credit Card — — 18 (111) — (111) 313 220 Total $ 16,643 $ 10,791 $ 1,513 $ (2,373) $ 354 $ (2,019) $ 30,423 $ 57,351 ____________________________________ (1) Gross charge-offs of consumer loans for the twelve months ended December 31, 2023 included $0.2 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 Provision Ending Balance For the year ended December 31, 2022 Allowance for credit losses: Construction $ 2,454 — 13 13 506 $ 2,973 Residential real estate 2,858 (5) 142 137 (373) 2,622 Commercial real estate 4,598 (6) 951 945 (644) 4,899 Commercial 2,070 (546) 227 (319) (99) 1,652 Consumer 1,964 (31) 29 (2) 2,535 4,497 Total $ 13,944 $ (588) $ 1,362 $ 774 $ 1,925 $ 16,643 The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment. December 31, 2023 (Dollars in thousands) Real Estate Collateral Other Collateral Total Construction $ 662 $ — $ 662 Residential real estate 8,047 — 8,047 Commercial real estate 6,134 — 6,134 Commercial — 1,106 1,106 Consumer — 904 904 Total $ 14,843 $ 2,010 $ 16,853 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 December 31, 2023. Loan Modifications to Borrowers Experiencing Financial Difficulty Modifications to borrowers experiencing financial difficulty may include interest rate reduction, principal or interest forgiveness, forbearance, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. The following illustrates the most common loan modifications by loan classes offered by the Company that are required to be disclosed pursuant to the requirements of ASU 2022-02: Loan Classes Modification Types Commercial Real Estate Term extension greater than three months. Commercial Term extension greater than three months. The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during twelve months ended December 31, 2023. (dollars in thousands) Term Extension Interest Rate Reduction Payment Delay and Term Extension Term Extension and Interest Rate Reduction Payment Delay Total % of Total Portfolio Segment December 31, 2023 Construction $ — $ — $ — $ — $ — $ — — % Residential real estate — — — — — — — Residential rentals — — — — — — — Commercial real estate 125 — — — — 125 0.01 Commercial 242 — — — — 242 0.11 Consumer — — — — — — — Credit Cards — — — — — — — Total $ 367 $ — $ — $ — $ — $ 367 0.01 The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended December 31, 2023. (dollars in thousands) Weighted-Average Months of Term Extension December 31, 2023 Construction 0 Residential real estate 0 Residential rentals 0 Commercial real estate 12 Commercial 12 Consumer 0 Credit Cards 0 During the twelve months ended December 31, 2023, there were no defaults on loan modifications made to borrowers experiencing financial difficulty. The following table present the aging analysis of loan modifications made to borrowers experiencing financial difficulty as of December 31, 2023. Accruing (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 past due Current Accrual Current Non-Accrual Total Recorded Investment December 31, 2023 Construction $ — $ — $ — $ — $ — $ — $ — $ — Residential real estate — — — — — — — — Residential rentals — — — — — — — — Commercial real estate — — — — — — 125 125 Commercial — — — — — 153 89 242 Consumer — — — — — — — — Credit Cards — — — — — — — — Total $ — $ — $ — $ — $ — $ 153 $ 214 $ 367 Foreclosure Proceedings There were $0.2 million of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure as of December 31, 2023 and $0.3 million as of December 31, 2022, respectively. There were no residential real estate properties included in the balance of OREO at December 31, 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) For the Year Ended December 31, 2022 Accretable yield, beginning of period $ 5,367 Accretion (1,603) Reclassification of nonaccretable difference due to improvement in expected cash flows 469 Other changes, net 506 Accretable yield, end of period $ 4,739 The following tables include impairment information relating to loans and the ACL on loans as of December 31, 2022. (Dollars in thousands) Loans individually evaluated for impairment Loans collectively evaluated for impairment (1) Acquired loans - PCI Total December 31, 2022 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 allocated to: Loans individually evaluated for impairment Loans collectively evaluated for impairment Total allowance December 31, 2022 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. (Dollars in thousands) Unpaid principal balance Recorded investment with no allowance Recorded investment with an allowance Related allowance Year-to-date average recorded investment Interest income recognized December 31, 2022 Impaired nonaccrual loans: Construction $ 297 $ 297 $ — $ — $ 309 $ — Residential real estate 1,363 1,259 — — 1,661 — Commercial real estate 159 150 — — 604 — Commercial 359 174 — — 227 — Consumer 29 28 — — 43 — Total $ 2,207 $ 1,908 $ — $ — $ 2,844 $ — Impaired accruing TDRs: Construction $ 10 $ 10 $ — $ — $ 16 $ 1 Residential real estate 2,849 1,176 1,539 127 2,979 108 Commercial real estate 1,680 1,680 — — 2,095 56 Commercial — — — — — — Consumer — — — — 5 — Total $ 4,539 $ 2,866 $ 1,539 $ 127 $ 5,095 $ 165 Other impaired accruing loans: Construction $ 24 $ 24 $ — $ — $ 215 $ 6 Residential real estate 1,107 1,107 — — 474 3 Commercial real estate 710 710 — — 553 30 Commercial — — — — 51 1 Consumer — — — — 15 — Total $ 1,841 $ 1,841 $ — $ — $ 1,308 $ 40 Total impaired loans: Construction $ 331 $ 331 $ — $ — $ 540 $ 7 Residential real estate 5,319 3,542 1,539 127 5,114 111 Commercial real estate 2,549 2,540 — — 3,252 86 Commercial 359 174 — — 278 1 Consumer 29 28 — — 63 — Total $ 8,587 $ 6,615 $ 1,539 $ 127 $ 9,247 $ 205 Management uses risk ratings as part of its monitoring of the credit quality in the Company’s loan portfolio. Loans that are identified as special mention, substandard or doubtful are adversely rated. These loans and the pass/watch loans are assigned higher qualitative factors than favorably rated loans in the calculation of the formula portion of the allowance for credit losses. At December 31, 2022, there were no nonaccrual loans classified as special mention or doubtful and $1.9 million of nonaccrual loans were classified as substandard. The following tables provide information on loan risk ratings at December 31, 2022. (Dollars in thousands) Pass/Performing (1) Pass/Watch 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 on December 31, 2022. The following tables provide a roll-forward for TDRs as of and for the years ended December 31, 2022. (Dollars in thousands) 1/1/2022 New TDRs Disbursements (Payments) Charge-offs Reclassifications/ Transfer In/ (Out) Payoffs 12/31/2022 Related Allowance For the Year Ended December 31, 2022 Accruing TDRs Construction $ 24 $ — $ (14) $ — $ — $ — $ 10 $ — Residential real estate 2,836 — (100) — (20) (1) 2,715 (127) Commercial real estate 2,807 — (180) — — (947) 1,680 — Commercial — — — — — — — — Consumer — — — — — — — — Total $ 5,667 $ — $ (294) $ — $ (20) $ (948) $ 4,405 $ (127) Nonaccrual TDRs Construction $ — $ — $ — $ — $ — $ — $ — $ — Residential real estate — — (6) — 20 — 14 — Commercial real estate — — — — — — — — Commercial 216 — (46) — — — 170 — Consumer — — — — — — — — Total $ 216 $ — $ (52) $ — $ 20 $ — $ 184 $ — Total $ 5,883 $ — $ (346) $ — $ — $ (948) $ 4,589 $ (127) |