LOANS | NOTE 3 – LOANS Portfolio loans were as follows (dollars in thousands): June 30, 2021 December 31, 2020 Commercial and industrial: Commercial and industrial, excluding PPP $ 359,821 $ 436,331 PPP 169,679 229,079 Total commercial and industrial 529,500 665,410 Commercial real estate: Residential developed 7,279 8,549 Unsecured to residential developers 60 — Vacant and unimproved 36,797 47,122 Commercial development 673 857 Residential improved 98,217 114,392 Commercial improved 273,229 266,006 Manufacturing and industrial 113,644 115,247 Total commercial real estate 529,899 552,173 Consumer: Residential mortgage 124,156 149,556 Unsecured 129 161 Home equity 50,826 57,975 Other secured 3,817 4,056 Total consumer 178,928 211,748 Total loans 1,238,327 1,429,331 Allowance for loan losses (16,806 ) (17,408 ) $ 1,221,521 $ 1,411,923 NOTE 3 – LOANS Activity in the allowance for loan losses by portfolio segment was as follows (dollars in thousands): Three months ended June 30, 2021 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Beginning balance $ 5,801 $ 8,898 $ 2,718 $ 35 $ 17,452 Charge-offs — — (30 ) — (30 ) Recoveries 35 72 27 — 134 Provision for loan losses (630 ) (230 ) 141 (31 ) (750 ) Ending Balance $ 5,206 $ 8,740 $ 2,856 $ 4 $ 16,806 Three months ended June 30, 2020 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Beginning balance $ 8,807 $ 6,913 $ 3,130 $ 39 $ 18,889 Charge-offs (1,192 ) (2,957 ) (34 ) — (4,183 ) Recoveries 83 17 49 — 149 Provision for loan losses (2,267 ) 3,289 (7 ) (15 ) 1,000 Ending Balance $ 5,431 $ 7,262 $ 3,138 $ 24 $ 15,855 Six months ended June 30, 2021 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Beginning balance $ 6,632 $ 7,999 $ 2,758 $ 19 $ 17,408 Charge-offs — — (80 ) — (80 ) Recoveries 55 111 62 — 228 Provision for loan losses (1,481 ) 630 116 (15 ) (750 ) Ending Balance $ 5,206 $ 8,740 $ 2,856 $ 4 $ 16,806 Six months ended June 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 ) (73 ) — (4,222 ) Recoveries 102 991 84 — 1,177 Provision for loan losses (1,137 ) 2,707 118 12 1,700 Ending Balance $ 5,431 $ 7,262 $ 3,138 $ 24 $ 15,855 NOTE 3 – LOANS 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): June 30, 2021 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Allowance for loan losses: Ending allowance attributable to loans: Individually reviewed for impairment $ 306 $ 175 $ 280 $ — $ 761 Collectively evaluated for impairment 4,900 8,565 2,576 4 16,045 Total ending allowance balance $ 5,206 $ 8,740 $ 2,856 $ 4 $ 16,806 Loans: Individually reviewed for impairment $ 777 $ 2,357 $ 3,543 $ — $ 6,677 Collectively evaluated for impairment 528,723 527,542 175,385 — 1,231,650 Total ending loans balance $ 529,500 $ 529,899 $ 178,928 $ — $ 1,238,327 December 31, 2020 Commercial and Industrial Commercial Real Estate Consumer Unallocated Total Allowance for loan losses: Ending allowance attributable to loans: Individually reviewed for impairment $ 587 $ 313 $ 310 $ — $ 1,210 Collectively evaluated for impairment 6,045 7,686 2,448 19 16,198 Total ending allowance balance $ 6,632 $ 7,999 $ 2,758 $ 19 $ 17,408 Loans: Individually reviewed for impairment $ 3,957 $ 2,613 $ 4,049 $ — $ 10,619 Collectively evaluated for impairment 661,453 549,560 207,699 — 1,418,712 Total ending loans balance $ 665,410 $ 552,173 $ 211,748 $ — $ 1,429,331 NOTE 3 – LOANS The following table presents loans individually evaluated for impairment by class of loans as of June 30, 2021 (dollars in thousands): June 30, 2021 Unpaid Principal Balance Recorded Investment Allowance Allocated With no related allowance recorded: Commercial and industrial $ — $ — $ — Commercial real estate: Residential improved 5 5 — Commercial improved 1,001 1,001 — 1,006 1,006 — Consumer — — — Total with no related allowance recorded $ 1,006 $ 1,006 $ — With an allowance recorded: Commercial and industrial $ 777 $ 777 $ 306 Commercial real estate: Commercial improved 1,154 1,154 166 Manufacturing and industrial 197 197 9 1,351 1,351 175 Consumer: Residential mortgage 3,103 3,103 246 Unsecured 104 104 8 Home equity 335 335 26 Other secured 1 1 — 3,543 3,543 280 Total with an allowance recorded $ 5,671 $ 5,671 $ 761 Total $ 6,677 $ 6,677 $ 761 NOTE 3 – LOANS The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2020 (dollars in thousands): December 31, 2020 Unpaid Principal Balance Recorded Investment Allowance Allocated With no related allowance recorded: Commercial and industrial $ 156 $ 156 $ — Commercial real estate: Residential improved 107 107 — Commercial improved 714 714 — 821 821 — Consumer — — — Total with no related allowance recorded $ 977 $ 977 $ — With an allowance recorded: Commercial and industrial $ 3,801 $ 3,801 $ 587 Commercial real estate: Residential developed 67 67 3 Commercial improved 1,524 1,524 301 Manufacturing and industrial 201 201 9 1,792 1,792 313 Consumer: Residential mortgage 3,484 3,484 266 Unsecured 123 123 10 Home equity 419 419 32 Other secured 23 23 2 4,049 4,049 310 Total with an allowance recorded $ 9,642 $ 9,642 $ 1,210 Total $ 10,619 $ 10,619 $ 1,210 NOTE 3 – LOANS The following table presents information regarding average balances of impaired loans and interest recognized on impaired loans for the three and six month periods ended June 30, 2021 and 2020 (dollars in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Average of impaired loans during the period: Commercial and industrial $ 1,916 $ 4,261 $ 3,251 $ 5,438 Commercial real estate: Residential developed — 73 22 73 Residential improved 33 196 60 232 Commercial improved 2,170 6,485 2,190 6,154 Manufacturing and industrial 197 353 198 355 Consumer 3,619 4,707 3,780 4,810 Interest income recognized during impairment: Commercial and industrial 9 17 143 290 Commercial real estate 35 157 66 256 Consumer 31 112 69 169 Cash-basis interest income recognized Commercial and industrial 8 18 134 295 Commercial real estate 35 181 66 309 Consumer 32 105 68 165 NOTE 3 – LOANS 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 June 30, 2021 and December 31, 2020: June 30, 2021 Nonaccrual Over 90 days Accruing Commercial and industrial $ — $ — Commercial real estate: Residential improved 5 — Commercial improved 336 — 341 — Consumer: Residential mortgage 92 — 92 — Total $ 433 $ — December 31, 2020 Nonaccrual Over 90 days Accruing Commercial and industrial $ — $ — Commercial real estate: Residential improved 87 — Commercial improved 351 — 438 — Consumer: Residential mortgage 95 — 95 — Total $ 533 $ — NOTE 3 – LOANS The following table presents the aging of the recorded investment in past due loans as of June 30, 2021 and December 31, 2020 by class of loans (dollars in thousands): June 30, 2021 30-90 Days Greater Than 90 Days Total Past Due Loans Not Past Due Total Commercial and industrial $ 30 $ — $ 30 $ 529,470 $ 529,500 Commercial real estate: Residential developed — — — 7,279 7,279 Unsecured to residential developers — — — 60 60 Vacant and unimproved — — — 36,797 36,797 Commercial development — — — 673 673 Residential improved — 5 5 98,212 98,217 Commercial improved — — — 273,229 273,229 Manufacturing and industrial — — — 113,644 113,644 — 5 5 529,894 529,899 Consumer: Residential mortgage — 91 91 124,065 124,156 Unsecured — — — 129 129 Home equity — — — 50,826 50,826 Other secured — — — 3,817 3,817 — 91 91 178,837 178,928 Total $ 30 $ 96 $ 126 $ 1,238,201 $ 1,238,327 December 31, 2020 30-90 Days Greater Than 90 Days Total Past Due Loans Not Past Due Total Commercial and industrial $ 45 $ — $ 45 $ 665,365 $ 665,410 Commercial real estate: Residential developed — — — 8,549 8,549 Unsecured to residential developers — — — — — Vacant and unimproved — — — 47,122 47,122 Commercial development — — — 857 857 Residential improved — 87 87 114,305 114,392 Commercial improved 353 — 353 265,653 266,006 Manufacturing and industrial — — — 115,247 115,247 353 87 440 551,733 552,173 Consumer: Residential mortgage — 94 94 149,462 149,556 Unsecured — — — 161 161 Home equity — — — 57,975 57,975 Other secured 2 — 2 4,054 4,056 2 94 96 211,652 211,748 Total $ 400 $ 181 $ 581 $ 1,428,750 $ 1,429,331 NOTE 3 – LOANS The Company had allocated $596,000 and $1,210,000 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings (“TDRs”) as of June 30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Number of Loans Outstanding Recorded Balance Number of Loans Outstanding Recorded Balance Commercial and industrial 4 $ 777 7 $ 3,957 Commercial real estate 6 1,202 9 1,439 Consumer 52 3,544 60 4,049 62 $ 5,523 76 $ 9,445 NOTE 3 – LOANS The following table presents information related to accruing troubled debt restructurings as of June 30, 2021 and December 31, 2020. 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): June 30, 2021 December 31, 2020 Accruing TDR - nonaccrual at restructuring $ — $ — Accruing TDR - accruing at restructuring 4,851 5,479 Accruing TDR - upgraded to accruing after six consecutive payments 331 3,529 $ 5,182 $ 9,008 There were no TDRs executed during the three month and six month periods ended June 30, 2021. There was one consumer TDR totaling $27,000 executed during the three month period ended June 30, 2020 and two consumer TDRs totaling $30,000 executed during the six month period ended June 30, 2020. 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 six month periods ended June 30, 2021 and 2020, 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. 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 do 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. On December 27, 2020, President Trump signed another COVID-19 relief bill that extends this guidance until the earlier of January 1, 2022 or 60 days after the national emergency termination date. Through June 30, 2021, 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 June 30, 2021, there were no such loans still in their modification period. NOTE 3 – LOANS Credit Quality Indicators: The Company categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes commercial loans individually and classifies these relationships by credit risk grading. The Company uses an eight point grading system, with grades 5 through 8 being considered classified, or watch, credits. All commercial loans are assigned a grade at origination, at each renewal or any amendment. When a credit is first downgraded to a watch credit (either through renewal, amendment, loan officer identification or the loan review process), an Administrative Loan Review (“ALR”) is generated by the credit department and the loan officer. All watch credits have an ALR completed quarterly which analyzes the collateral position and cash flow of the borrower and its guarantors. Management meets quarterly with loan officers to discuss each of these credits in detail and to help formulate solutions where progress has stalled. When necessary, the loan officer proposes changes to the assigned loan grade as part of the ALR. Additionally, Loan Review reviews all loan grades upon origination, renewal or amendment and again as loans are selected though the loan review process. The credit will stay on the ALR until either its grade has improved to a 4 or the credit relationship is at a zero balance. The Company uses the following definitions for the risk grades: 1. Excellent 2. Above Average 3. Good Quality 4. Acceptable Risk 5. Marginally Acceptable 6. Substandard 7. Doubtful 8. Loss NOTE 3 – LOANS As of June 30, 2021 and December 31, 2020, the risk grade category of commercial loans by class of loans were as follows (dollars in thousands): June 30, 2021 1 2 3 4 5 6 7 8 Total Commercial and industrial $ 184,726 $ 15,160 $ 90,079 $ 235,577 $ 2,990 $ 968 $ — $ — $ 529,500 Commercial real estate: Residential developed — — — 7,279 — — — — 7,279 Unsecured to residential developers — — 60 — — — — — 60 Vacant and unimproved — 1,818 8,833 26,146 — — — — 36,797 Commercial development — — 224 449 — — — — 673 Residential improved — — 20,948 77,066 198 — 5 — 98,217 Commercial improved — 7,396 61,708 194,758 7,877 1,154 336 — 273,229 Manufacturing & industrial — 2,013 28,637 79,487 3,507 — — — 113,644 $ 184,726 $ 26,387 $ 210,489 $ 620,762 $ 14,572 $ 2,122 $ 341 $ — $ 1,059,399 December 31, 2020 1 2 3 4 5 6 7 8 Total Commercial and industrial $ 244,079 $ 14,896 $ 111,611 $ 276,728 $ 13,957 $ 4,139 $ — $ — $ 665,410 Commercial real estate: Residential developed — — — 8,549 — — — — 8,549 Vacant and unimproved — 3,473 9,427 32,751 1,471 — — — 47,122 Commercial development — — 302 555 — — — — 857 Residential improved — — 23,706 90,372 227 — 87 — 114,392 Commercial improved — 6,328 58,483 192,030 7,641 1,174 350 — 266,006 Manufacturing & industrial — — 31,451 80,075 3,721 — — — 115,247 $ 244,079 $ 24,697 $ 234,980 $ 681,060 $ 27,017 $ 5,313 $ 437 $ — $ 1,217,583 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): June 30, 2021 December 31, 2020 Not classified as impaired $ 390 $ 591 Classified as impaired 2,073 5,159 Total commercial loans classified substandard or worse $ 2,463 $ 5,750 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): June 30, 2021 Residential Mortgage Consumer Unsecured Home Equity Consumer Other Performing $ 124,065 $ 129 $ 50,826 $ 3,817 Nonperforming 91 — — — Total $ 124,156 $ 129 $ 50,826 $ 3,817 December 31, 2020 Residential Mortgage Consumer Unsecured Home Equity Consumer Other Performing $ 149,462 $ 161 $ 57,975 $ 4,056 Nonperforming 94 — — — Total $ 149,556 $ 161 $ 57,975 $ 4,056 |