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 of the Company’s 2023 Annual Report. 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 March 31, 2024 and December 31, 2023. (Dollars in thousands) March 31, 2024 % of Total Loans December 31, 2023 % of Total Loans Construction $ 299,133 6.43 % $ 299,000 6.44 % Residential real estate 1,515,134 32.59 % 1,490,438 32.11 % Commercial real estate 2,272,867 48.90 % 2,286,154 49.27 % Commercial 229,594 4.94 % 229,939 4.95 % Consumer 325,076 6.99 % 328,896 7.09 % Credit Cards 6,921 0.15 % 6,583 0.14 % Total loans 4,648,725 100.00 % 4,641,010 100.00 % Allowance for credit losses on loans (57,336) (57,351) Total loans, net $ 4,591,389 $ 4,583,659 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 $2.4 million and $2.2 million at March 31, 2024 and December 31, 2023. At March 31, 2024 and December 31, 2023 included in total loans were $1.6 billion and $1.6 billion in loans acquired as part of the acquisition of TCFC, effective July 1, 2023. These balances were presented net of the related discount which totaled $104.2 million and $108.4 million at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024 and December 31, 2023, included in total loans were $289.0 million and $297.9 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 $4.4 million and $4.7 million at March 31, 2024 and December 31, 2023, respectively. At March 31, 2024, the Bank was servicing $371.1 million in loans for the Federal National Mortgage Association and $117.8 million in loans for Freddie Mac. The following table provides information on nonaccrual loans by loan class as of March 31, 2024 and 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 March 31, 2024 Nonaccrual loans: Construction $ — $ 476 $ 476 Residential real estate 4 6,379 6,383 Commercial real estate — 3,643 3,643 Commercial 1,209 147 1,356 Consumer 694 224 918 Total $ 1,907 $ 10,869 $ 12,776 Interest income $ 187 $ 33 $ 220 (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 March 31, 2024 Nonaccrual loans: Construction $ 210 $ 266 $ 476 Residential real estate 3,718 2,665 6,383 Commercial real estate 940 2,703 3,643 Commercial 51 1,305 1,356 Consumer 918 — 918 Total $ 5,837 $ 6,939 $ 12,776 (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. Consumer credit cards are monitored based on a borrower payment history. Credit card loans are classified as performing and are typically charged off no later than 180 days past due when, in the opinion of management, the collection of principal or interest is considered doubtful. Loans subject to risk ratings 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 tables provides information on loan risk ratings as of March 31, 2024 and gross write-offs during the three months ended March 31, 2024. Term Loans by Origination Year Revolving Loans Revolving Converted to Term Loans Total (Dollars in thousands) Prior 2020 2021 2022 2023 2024 March 31, 2024 Construction Pass $ 38,125 $ 14,343 $ 25,261 $ 87,793 $ 112,241 $ 12,386 $ 7,890 $ 617 $ 298,656 Substandard 62 — — 415 — — — — 477 Total $ 38,187 $ 14,343 $ 25,261 $ 88,208 $ 112,241 $ 12,386 $ 7,890 $ 617 $ 299,133 Gross Charge-offs $ — $ — $ (12) $ — $ — $ — $ — $ — $ (12) Residential real estate Pass $ 370,852 $ 102,832 $ 250,832 $ 400,047 $ 238,040 $ 23,294 $ 107,384 $ 12,880 $ 1,506,161 Special Mention 403 552 498 — — — 182 — 1,635 Substandard 5,922 — — — — — 1,416 — 7,338 Total $ 377,177 $ 103,384 $ 251,330 $ 400,047 $ 238,040 $ 23,294 $ 108,982 $ 12,880 $ 1,515,134 Gross Charge-offs $ (1) $ — $ — $ — $ — $ — $ — $ — $ (1) Commercial real estate Pass $ 843,547 $ 306,361 $ 418,343 $ 428,863 $ 211,540 $ 23,024 $ 15,782 $ — $ 2,247,460 Special Mention 11,383 — 5,474 4,418 — — 166 — 21,441 Substandard 3,437 — 529 — — — — — 3,966 Total $ 858,367 $ 306,361 $ 424,346 $ 433,281 $ 211,540 $ 23,024 $ 15,948 $ — $ 2,272,867 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Commercial Pass $ 33,571 $ 14,629 $ 55,492 $ 35,027 $ 29,904 $ 10,915 $ 46,160 $ 394 $ 226,092 Special Mention 135 — — 1,514 580 — 500 70 2,799 Substandard 402 — — — — — 301 — 703 Total $ 34,108 $ 14,629 $ 55,492 $ 36,541 $ 30,484 $ 10,915 $ 46,961 $ 464 $ 229,594 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ — Consumer Pass $ 1,355 $ 12,829 $ 71,502 $ 136,759 $ 82,331 $ 17,387 $ 677 $ — $ 322,840 Special Mention — — — — 1,317 — — — 1,317 Substandard 8 7 12 783 108 — 1 — 919 Total $ 1,363 $ 12,836 $ 71,514 $ 137,542 $ 83,756 $ 17,387 $ 678 $ — $ 325,076 Gross Charge-offs $ (226) $ — $ (46) $ (238) $ — $ (15) $ — $ (525) Total Pass $ 1,287,450 $ 450,994 $ 821,430 $ 1,088,489 $ 674,056 $ 87,006 $ 177,893 $ 13,891 $ 4,601,209 Special Mention 11,921 552 5,972 5,932 1,897 — 848 70 27,192 Substandard 9,831 7 541 1,198 108 — 1,718 — 13,403 Total loans by risk category $ 1,309,202 $ 451,553 $ 827,943 $ 1,095,619 $ 676,061 $ 87,006 $ 180,459 $ 13,961 $ 4,641,804 Total gross charge-offs $ (227) $ — $ (58) $ (238) $ — $ (15) $ — $ — $ (538) Term Loans by Origination Year Revolving Loans Revolving Converted to Term Loans Total (Dollars in thousands) Prior 2020 2021 2022 2023 2024 March 31, 2024 Credit Cards Performing $ — $ — $ — $ — $ — $ — $ 6,921 $ — $ 6,921 Total $ — $ — $ — $ — $ — $ — $ 6,921 $ — $ 6,921 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ (116) $ — $ (116) Total loans evaluated by performing status $ — $ — $ — $ — $ — $ — $ 6,921 $ — $ 6,921 Total gross charge-offs $ — $ — $ — $ — $ — $ — $ (116) $ — $ (116) Total Recorded Investment $ 1,309,202 $ 451,553 $ 827,943 $ 1,095,619 $ 676,061 $ 87,006 $ 187,380 $ 13,961 $ 4,648,725 The following tables provides information on loan risk ratings as of December 31, 2023 and gross write-offs during twelve months ended December 31, 2023. Term Loans by Origination Year Revolving Revolving 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 $ 1,059,173 $ 277,491 $ 461,213 $ 837,657 $ 1,107,579 $ 670,765 $ 194,798 $ 25,751 $ 4,634,427 Total gross $ (1,035) $ — $ (830) $ (17) $ (8) $ (4) $ (126) $ (242) $ (2,262) Credit Cards Performing $ — $ — $ — $ — $ — $ — $ 6,583 $ — $ 6,583 Total $ — $ — $ — $ — $ — $ — $ 6,583 $ — $ 6,583 Gross Charge-offs $ — $ — $ — $ — $ — $ — $ (111) $ — $ (111) Total loans evaluated $ — $ — $ — $ — $ — $ — $ 6,583 $ — $ 6,583 Total gross charge-offs $ — $ — $ — $ — $ — $ — $ (111) $ — $ (111) Total Recorded $ 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 the loan portfolio as of March 31, 2024 and December 31, 2023. Accruing (Dollars in thousands) 30‑59 days past due 60‑89 days past due 30-89 days past due and not accruing 90 days past due and still accruing 90 days past Total Current Accrual Loans (1) Current Total March 31, 2024 Construction $ — $ — $ — $ — $ 210 $ 210 $ 298,657 $ 266 $ 299,133 Residential real estate 2,930 354 723 145 2,995 7,147 1,505,322 2,665 1,515,134 Commercial real estate 433 — — — 940 1,373 2,268,791 2,703 2,272,867 Commercial 2,137 — — — 51 2,188 226,101 1,305 229,594 Consumer 2,200 138 24 1,317 894 4,573 320,503 — 325,076 Credit Cards 58 89 — 98 — 245 6,676 — 6,921 Total $ 7,758 $ 581 $ 747 $ 1,560 $ 5,090 $ 15,736 $ 4,626,050 $ 6,939 $ 4,648,725 Percent of total loans 0.17 % 0.01 % 0.02 % 0.03 % 0.11 % 0.34 % 99.51 % 0.15 % 100.0 % (1) Includes loans measured at fair value of $9.7 million at March 31, 2024. Accruing (Dollars in thousands) 30‑59 days past due 60‑89 days past due 30-89 days past due and not accruing 90 days past due and still accruing 90 days past due and not accruing Total past due Current Accrual Loans (1) Current Non accrual Loans Total December 31, 2023 Construction $ 1,919 $ — $ — $ — $ 220 $ 2,139 $ 296,456 $ 405 $ 299,000 Residential real estate 2,420 271 1,469 108 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 1,391 24 — 879 5,518 323,376 2 328,896 Credit cards $ 35 $ 36 $ — $ 142 $ — $ 213 $ 6,370 $ — $ 6,583 Total $ 7,662 $ 1,698 $ 1,493 $ 738 $ 5,017 $ 16,608 $ 4,618,122 $ 6,280 $ 4,641,010 Percent of total loans 0.17 % 0.04 % 0.03 % 0.02 % 0.11 % 0.37 % 99.50 % 0.13 % 100.00 % (1) Includes loans measured at fair value of $9.9 million at December 31, 2023. The following tables provide a summary of the activity in the ACL allocated by loan class for the three months ended March 31, 2024 and March 31, 2023. 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 Charge-offs Recoveries Net (charge-offs) recoveries Provisions Ending Balance For three months ended March 31, 2024 Construction $ 3,935 $ (12) $ 2 $ (10) $ (367) $ 3,558 Residential real estate 21,949 (1) 2 1 (1,182) 20,768 Commercial real estate 20,975 — — — 275 21,250 Commercial 2,671 — 1 1 207 2,879 Consumer (1) 7,601 (525) 76 (449) 1,530 8,682 Credit Card 220 (116) 8 (108) 87 199 Total $ 57,351 $ (654) $ 89 $ (565) $ 550 $ 57,336 (1) Gross charge-offs of consumer loans for the three months ended March 31, 2024 included $0.2 million of demand deposit overdrafts. (Dollars in thousands) Beginning Balance Impact of ASC326 Adoption Charge-offs Recoveries Net (charge-offs) recoveries Provisions Ending Balance For Three Months Ended March 31, 2023 Construction $ 2,973 $ 1,222 $ — $ 3 $ 3 $ (1,509) $ 2,689 Residential real estate 2,622 4,974 — 31 31 1,120 8,747 Commercial real estate 4,899 3,742 — — — 1,217 9,858 Commercial 1,652 401 (107) 53 (54) (139) 1,860 Consumer 4,497 452 — — — 361 5,310 Total $ 16,643 $ 10,791 $ (107) $ 87 $ (20) $ 1,050 $ 28,464 The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment. March 31, 2024 (Dollars in thousands) Real Estate Collateral Other Collateral Total Construction $ 477 $ — $ 477 Residential real estate 19,272 — 19,272 Commercial real estate 5,197 — 5,197 Commercial — 733 733 Consumer — 918 918 Total $ 24,946 $ 1,651 $ 26,597 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 March 31, 2024. 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 three months ended March 31, 2024, and there were no modifications to loans for borrowers experiencing financial difficulty during the three months ended March 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 March 31, 2024 Construction $ — $ — $ — $ — $ — $ — — % Residential real estate — — — — — — — % Residential rentals — — — — — — — % Commercial real estate 117 — — — — 117 0.01 % Commercial 232 — — — — 232 0.10 % Consumer — — — — — — — % Credit Cards — — — — — — — % Total $ 349 $ — $ — $ — $ — $ 349 0.01 % The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2024, and there were no modifications to loans for borrowers experiencing financial difficulty during the three months ended March 31, 2023. (dollars in thousands) Weighted-Average Months of Term Extension March 31, 2024 Commercial real estate 12 months Commercial 12 months During the three months ended March 31, 2024 and March 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 March 31, 2024, and there were no loan modifications made to borrowers experiencing financial difficulty at March 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 March 31, 2024 Construction $ — $ — $ — $ — $ — $ — $ — $ — Residential real estate — — — — — — — — Commercial real estate — — — — — — 117 117 Commercial — — — — — — 232 232 Consumer — — — — — — — — Credit Cards — — — — — — — — Total $ — $ — $ — $ — $ — $ — $ 349 $ 349 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 March 31, 2024 and $0.2 million as of December 31, 2023, respectively. There were no residential real estate properties included in the balance of other real estate owned (“OREO”) at March 31, 2024 and December 31, 2023. |