LOANS | NOTE 3 – LOANS Portfolio loans were as follows (dollars in thousands): September 30, 2020 December 31, 2019 Commercial and industrial: Commercial and industrial, excluding PPP $ 413,702 $ 499,572 Paycheck protection program (PPP) 339,216 — Total commercial and industrial 752,918 499,572 Commercial real estate: Residential developed 10,072 14,705 Vacant and unimproved 45,534 41,796 Commercial development 605 665 Residential improved 117,202 130,861 Commercial improved 273,355 292,799 Manufacturing and industrial 112,155 117,632 Total commercial real estate 558,923 598,458 Consumer Residential mortgage 164,818 211,049 Unsecured 189 274 Home equity 61,276 70,936 Other secured 4,211 5,338 Total consumer 230,494 287,597 Total loans 1,542,335 1,385,627 Allowance for loan losses (16,558 ) (17,200 ) $ 1,525,777 $ 1,368,427 Included in commercial and industrial loans at September 30, 2020 are $339.2 million in loans issued under the PPP. This program was created by the CARES Act in March 2020 to support businesses through the COVID-19 pandemic. Under the program, borrowers who use the funds for payroll and certain other expenses are eligible to have the loan balances forgiven by the SBA. Applications for forgiveness can be submitted to the Bank beginning 8 weeks after loan disbursement. The loans are 100% guaranteed by the SBA. We expect the majority of PPP loans to qualify for and receive forgiveness from the SBA by early 2021. This expectation is subject to change due to borrower behavior, changing SBA requirements and processes related to loan forgiveness and other relevant factors. Activity in the allowance for loan losses by portfolio segment was as follows (dollars in thousands): Three months ended September 30, 2020 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Beginning balance $ 5,431 $ 7,262 $ 3,138 $ 24 $ 15,855 Charge-offs — — (24 ) — (24 ) Recoveries 22 168 37 — 227 Provision for loan losses 513 237 (242 ) (8 ) 500 Ending Balance $ 5,966 $ 7,667 $ 2,909 $ 16 $ 16,558 Three months ended September 30, 2019 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Beginning balance $ 7,231 $ 6,309 $ 3,296 $ 50 $ 16,886 Charge-offs — — (48 ) — (48 ) Recoveries 233 51 23 — 307 Provision for loan losses 23 105 (105 ) (23 ) — Ending Balance $ 7,487 $ 6,465 $ 3,166 $ 27 $ 17,145 Nine months ended September 30, 2020 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Beginning balance $ 7,658 $ 6,521 $ 3,009 $ 12 $ 17,200 Charge-offs (1,192 ) (2,957 ) (97 ) — (4,246 ) Recoveries 124 1,159 121 — 1,404 Provision for loan losses (624 ) 2,944 (124 ) 4 2,200 Ending Balance $ 5,966 $ 7,667 $ 2,909 $ 16 $ 16,558 Nine months ended September 30, 2019 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Beginning balance $ 6,856 $ 6,544 $ 3,449 $ 27 $ 16,876 Charge-offs — (132 ) (114 ) — (246 ) Recoveries 510 342 113 — 965 Provision for loan losses 121 (289 ) (282 ) — (450 ) Ending Balance $ 7,487 $ 6,465 $ 3,166 $ 27 $ 17,145 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 (dollars in thousands): September 30, 2020 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Allowance for loan losses: Ending allowance attributable to loans: Individually reviewed for impairment $ 660 $ 26 $ 330 $ — $ 1,016 Collectively evaluated for impairment 5,306 7,641 2,579 16 15,542 Total ending allowance balance $ 5,966 $ 7,667 $ 2,909 $ 16 $ 16,558 Loans: Individually reviewed for impairment $ 2,803 $ 2,175 $ 4,356 $ — $ 9,334 Collectively evaluated for impairment 750,115 556,748 226,138 — 1,533,001 Total ending loans balance $ 752,918 $ 558,923 $ 230,494 $ — $ 1,542,335 December 31, 2019 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Allowance for loan losses: Ending allowance attributable to loans: Individually reviewed for impairment $ 1,213 $ 32 $ 379 $ — $ 1,624 Collectively evaluated for impairment 6,445 6,489 2,630 12 15,576 Total ending allowance balance $ 7,658 $ 6,521 $ 3,009 $ 12 $ 17,200 Loans: Individually reviewed for impairment $ 5,797 $ 2,928 $ 5,140 $ — $ 13,865 Collectively evaluated for impairment 493,775 595,530 282,457 — 1,371,762 Total ending loans balance $ 499,572 $ 598,458 $ 287,597 $ — $ 1,385,627 The following table presents loans individually evaluated for impairment by class of loans as of September 30, 2020 (dollars in thousands): September 30, 2020 Unpaid Principal Balance Recorded Investment Allowance Allocated With no related allowance recorded: Commercial and industrial $ 168 $ 168 $ — Commercial real estate: Residential improved 120 120 — Commercial improved 1,290 1,290 — 1,410 1,410 — Consumer — — — Total with no related allowance recorded $ 1,578 $ 1,578 $ — With an allowance recorded: Commercial and industrial $ 2,635 $ 2,635 $ 660 Commercial real estate: Residential developed 70 70 3 Commercial improved 350 350 13 Manufacturing and industrial 345 345 10 765 765 26 Consumer: Residential mortgage 3,784 3,784 286 Unsecured 142 142 11 Home equity 406 406 31 Other secured 24 24 2 4,356 4,356 330 Total with an allowance recorded $ 7,756 $ 7,756 $ 1,016 Total $ 9,334 $ 9,334 $ 1,016 The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2019 (dollars in thousands): December 31, 2019 Unpaid Principal Balance Recorded Investment Allowance Allocated With no related allowance recorded: Commercial and industrial $ 180 $ 180 $ — Commercial real estate: Vacant and unimproved 130 130 — Residential improved 377 377 — Commercial improved 1,380 1,380 — 1,887 1,887 — Consumer — — — Total with no related allowance recorded $ 2,067 $ 2,067 $ — With an allowance recorded: Commercial and industrial $ 5,617 $ 5,617 $ 1,213 Commercial real estate: Residential developed 76 76 3 Residential improved 28 28 2 Commercial improved 578 578 16 Manufacturing and industrial 359 359 11 1,041 1,041 32 Consumer: Residential mortgage 4,242 4,242 313 Unsecured 198 198 14 Home equity 677 677 50 Other secured 23 23 2 5,140 5,140 379 Total with an allowance recorded $ 11,798 $ 11,798 $ 1,624 Total $ 13,865 $ 13,865 $ 1,624 The following table presents information regarding average balances of impaired loans and interest recognized on impaired loans for the three and nine month periods ended September 30, 2020 and 2019 (dollars in thousands): Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Average of impaired loans during the period: Commercial and industrial $ 2,208 $ 3,781 $ 4,362 $ 5,304 Commercial real estate: Residential developed 71 146 72 161 Vacant and unimproved — 62 — 107 Residential improved 168 538 211 421 Commercial improved 1,650 2,071 4,652 2,187 Manufacturing and industrial 347 366 352 372 Consumer 4,441 5,599 4,687 5,900 Interest income recognized during impairment: Commercial and industrial 23 174 303 692 Commercial real estate 33 45 193 141 Consumer 41 70 153 210 Cash-basis interest income recognized Commercial and industrial 13 160 298 707 Commercial real estate 33 48 218 149 Consumer 43 71 148 210 Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of September 30, 2020 and December 31, 2019 (dollars in thousands): September 30, 2020 Nonaccrual Over 90 days Accruing Commercial and industrial $ — $ — Commercial real estate: Residential improved 97 — 97 — Consumer: Residential mortgage 98 — 98 — Total $ 195 $ — December 31, 2019 Nonaccrual Over 90 days Accruing Commercial and industrial $ — $ — Commercial real estate: Residential improved 98 — 98 — Consumer: Residential mortgage 105 — 105 — Total $ 203 $ — The following table presents the aging of the recorded investment in past due loans as of September 30, 2020 and December 31, 2019 by class of loans (dollars in thousands): September 30, 2020 30-90 Days Greater Than 90 Days Total Past Due Loans Not Past Due Total Commercial and industrial $ 65 $ — $ 65 $ 752,853 $ 752,918 Commercial real estate: Residential developed — — — 10,072 10,072 Vacant and unimproved — — — 45,534 45,534 Commercial development — — — 605 605 Residential improved — 97 97 117,105 117,202 Commercial improved 161 — 161 273,194 273,355 Manufacturing and industrial — — — 112,155 112,155 161 97 258 558,665 558,923 Consumer: Residential mortgage — 97 97 164,721 164,818 Unsecured — — — 189 189 Home equity 104 — 104 61,172 61,276 Other secured — — — 4,211 4,211 104 97 201 230,293 230,494 Total $ 330 $ 194 $ 524 $ 1,541,811 $ 1,542,335 December 31, 2019 30-90 Days Greater Than 90 Days Total Past Due Loans Not Past Due Total Commercial and industrial $ — $ — $ — $ 499,572 $ 499,572 Commercial real estate: Residential developed — — — 14,705 14,705 Vacant and unimproved — — — 41,796 41,796 Commercial development — — — 665 665 Residential improved 171 15 186 130,675 130,861 Commercial improved 103 — 103 292,696 292,799 Manufacturing and industrial — — — 117,632 117,632 274 15 289 598,169 598,458 Consumer: Residential mortgage 2 103 105 210,944 211,049 Unsecured — — — 274 274 Home equity 8 — 8 70,928 70,936 Other secured 3 — 3 5,335 5,338 13 103 116 287,481 287,597 Total $ 287 $ 118 $ 405 $ 1,385,222 $ 1,385,627 The Company had allocated $1,016,000 and $1,624,000 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings (“TDRs”) as of September 30, 2020 and December 31, 2019, respectively. These loans may have involved the restructuring of terms to allow customers to mitigate the risk of foreclosure by meeting a lower loan payment requirement based upon their current cash flow. These may also include loans that renewed at existing contractual rates, but below market rates for comparable credit. The Company has been active at utilizing these programs and working with its customers to reduce the risk of foreclosure. For commercial loans, these modifications typically include an interest only period and, in some cases, a lowering of the interest rate on the loan. In some cases, the modification will include separating the note into two notes with the first note structured to be supported by current cash flows and collateral, and the second note made for the remaining unsecured debt. The second note is charged off immediately and collected only after the first note is paid in full. This modification type is commonly referred to as an A-B note structure. For consumer mortgage loans, the restructuring typically includes a lowering of the interest rate to provide payment and cash flow relief. For each restructuring, a comprehensive credit underwriting analysis of the borrower’s financial condition and prospects of repayment under the revised terms is performed to assess whether the structure can be successful and that cash flows will be sufficient to support the restructured debt. An analysis is also performed to determine whether the restructured loan should be on accrual status. Generally, if the loan is on accrual at the time of restructure, it will remain on accrual after the restructuring. In some cases, a nonaccrual loan may be placed on accrual at restructuring if the loan’s actual payment history demonstrates it would have cash flowed under the restructured terms. After six consecutive payments under the restructured terms, a nonaccrual restructured loan is reviewed for possible upgrade to accruing status. In situations where there is a subsequent modification or renewal and the loan is brought to market terms, including a contractual interest rate not less than a market interest rate for new debt with similar credit risk characteristics, the TDR and impaired loan designations may be removed. In addition, the TDR designation may also be removed from loans modified under an A-B note structure. If the remaining “A” note is at a market rate at the time of restructuring (taking into account the borrower’s credit risk and prevailing market conditions), the loan can be removed from TDR designation in a subsequent calendar year after six months of performance in accordance with the new terms. The market rate relative to the borrower’s credit risk is determined through analysis of market pricing information gathered from peers and use of a loan pricing model. The general objective of the model is to achieve a consistent return on equity from one credit to the next, taking into consideration differences in credit risk. In the model, credits with higher risk receive a higher potential loss allocation, and therefore require a higher interest rate to achieve the target return on equity. As with other impaired loans, an allowance for loan loss is estimated for each TDR based on the most likely source of repayment for each loan. For impaired commercial real estate loans that are collateral dependent, the allowance is computed based on the fair value of the underlying collateral, less estimated costs to sell. For impaired commercial loans where repayment is expected from cash flows from business operations, the allowance is computed based on a discounted cash flow computation. Certain groups of TDRs, such as residential mortgages, have common characteristics and for them the allowance is computed based on a discounted cash flow computation on the change in weighted rate for the pool. The allowance allocations for commercial TDRs where we have reduced the contractual interest rate are computed by measuring cash flows using the new payment terms discounted at the original contractual rate. The following table presents information regarding troubled debt restructurings as of September 30, 2020 and December 31, 2019 (dollars in thousands): September 30, 2020 December 31, 2019 Number of Loans Outstanding Recorded Balance Number of Loans Outstanding Recorded Balance Commercial and industrial 7 $ 2,803 7 $ 5,797 Commercial real estate 13 2,175 15 2,770 Consumer 62 4,356 69 5,140 82 $ 9,334 91 $ 13,707 In late March 2020, the federal banking regulators issued guidance that modifications made to a borrower affected by the COVID-19 pandemic and governmental shutdown orders does not need to be identified as a TDR if the loan was current at the time a modification plan was implemented. Section 4013 of the CARES Act also addressed COVID-19 related modifications and specified that such modifications made on loans that were current as of December 31, 2019 are not TDRs. As of September 30, 2020, the Bank had applied this guidance and had made 726 such modifications with principal balances totaling $337.2 million. The Bank continues to follow the guidance issued by the banking regulators in making any TDR determinations. At September 30, 2020, there were 26 such loans still in their modification period, totaling $79.9 million. The following table presents information related to accruing troubled debt restructurings as of September 30, 2020 and December 31, 2019. The table presents the amount of accruing troubled debt restructurings that were on nonaccrual status prior to the restructuring, accruing at the time of restructuring and those that were upgraded to accruing status after receiving six consecutive monthly payments in accordance with the restructured terms as of each period reported (dollars in thousands): September 30, 2020 December 31, 2019 Accruing TDR - nonaccrual at restructuring $ — $ — Accruing TDR - accruing at restructuring 6,884 8,295 Accruing TDR - upgraded to accruing after six consecutive payments 2,353 5,314 $ 9,237 $ 13,609 There were no troubled debt restructurings executed during the three month periods ended September 30, 2020 and 2019. The following tables present information regarding troubled debt restructurings executed during the nine month periods ended September 30, 2020 and 2019 (dollars in thousands): Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 # of Loans Pre-TDR Balance Writedown Upon TDR # of Loans Pre-TDR Balance Writedown Upon TDR Commercial and industrial — $ — $ — — $ — $ — Commercial real estate — — — — — — Consumer 2 30 — 1 24 — 2 $ 30 $ — 1 $ 24 $ — According to the accounting standards, not all loan modifications are TDRs. TDRs are modifications or renewals where the Company has granted a concession to a borrower in financial distress. The Company reviews all modifications and renewals for determination of TDR status. In some situations a borrower may be experiencing financial distress, but the Company does not provide a concession. These modifications are not considered TDRs. In other cases, the Company might provide a concession, such as a reduction in interest rate, but the borrower is not experiencing financial distress. This could be the case if the Company is matching a competitor’s interest rate. These modifications would also not be considered TDRs. Finally, any renewals at existing terms for borrowers not experiencing financial distress would not be considered TDRs. As with other loans not considered TDR or impaired, allowance allocations are based on the historical based allocation for the applicable loan grade and loan class. Payment defaults on TDRs have been minimal and during the three and nine month periods ended September 30, 2020 and 2019, the balance of loans that became delinquent by more than 90 days past due or that were transferred to nonaccrual within 12 months of restructuring were not material. Credit Quality Indicators: 1. Excellent 2. Above Average 3. Good Quality 4. Acceptable Risk 5. Marginally Acceptable 6. Substandard 7. Doubtful 8. Loss As of September 30, 2020 and December 31, 2019, the risk grade category of commercial loans by class of loans were as follows (dollars in thousands): September 30, 2020 1 2 3 4 5 6 7 8 Total Commercial and industrial $ 354,130 $ 17,582 $ 98,304 $ 270,928 $ 8,986 $ 2,988 $ — $ — $ 752,918 Commercial real estate: Residential developed — — 132 9,940 — — — — 10,072 Vacant and unimproved — 4,221 10,708 29,078 1,527 — — — 45,534 Commercial development — — 309 296 — — — — 605 Residential improved — — 26,426 90,445 234 — 97 — 117,202 Commercial improved — 6,494 62,472 195,275 8,764 350 — — 273,355 Manufacturing & industrial — — 33,965 74,400 3,790 — — — 112,155 $ 354,130 $ 28,297 $ 232,316 $ 670,362 $ 23,301 $ 3,338 $ 97 $ — $ 1,311,841 December 31, 2019 1 2 3 4 5 6 7 8 Total Commercial and industrial $ 15,000 $ 11,768 $ 158,851 $ 290,267 $ 17,664 $ 6,022 $ — $ — $ 499,572 Commercial real estate: Residential developed — — 312 14,393 — — — — 14,705 Vacant and unimproved — 9,201 8,085 22,819 1,691 — — — 41,796 Commercial development — — 79 586 — — — — 665 Residential improved — — 20,142 109,932 518 171 98 — 130,861 Commercial improved — 6,893 67,915 213,790 3,847 354 — — 292,799 Manufacturing & industrial — 2,404 36,401 77,435 1,392 — — — 117,632 $ 15,000 $ 30,266 $ 291,785 $ 729,222 $ 25,112 $ 6,547 $ 98 $ — $ 1,098,030 Commercial loans rated a 6 or worse per the Company’s internal risk rating system are considered substandard, doubtful or loss. Commercial loans classified as substandard or worse were as follows at period-end (dollars in thousands): September 30, 2020 December 31, 2019 Not classified as impaired $ 591 $ 591 Classified as impaired 2,844 6,054 Total commercial loans classified substandard or worse $ 3,435 $ 6,645 The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment in consumer loans based on payment activity (dollars in thousands): September 30, 2020 Residential Mortgage Consumer Unsecured Home Equity Consumer Other Performing $ 164,721 $ 189 $ 61,276 $ 4,211 Nonperforming 97 — — — Total $ 164,818 $ 189 $ 61,276 $ 4,211 December 31, 2019 Residential Mortgage Consumer Unsecured Home Equity Consumer Other Performing $ 210,946 $ 274 $ 70,936 $ 5,338 Nonperforming 103 — — — Total $ 211,049 $ 274 $ 70,936 $ 5,338 |