LOANS HELD FOR INVESTMENT | 3. LOANS HELD FOR INVESTMENT Loans held for investment are summarized by category as of the periods presented below (dollars in thousands): June 30, 2023 December 31, 2022 Commercial real estate $ 1,006,909 $ 919,358 Commercial - specialized 355,252 327,513 Commercial - general 551,096 484,783 Consumer: 1-4 family residential 522,472 460,124 Auto loans 318,126 321,476 Other consumer 79,795 81,308 Construction 145,413 153,519 2,979,063 2,748,081 Allowance for credit losses on loans (43,137 ) (39,288 ) Loans, net $ 2,935,926 $ 2,708,793 The Company has certain lending policies, underwriting standards, and procedures in place that are designed to maximize loan income with an acceptable level of risk. Management reviews and approves these policies, underwriting standards, and procedures on a regular basis and makes changes as appropriate. Management receives frequent reports related to loan originations, quality, concentrations, delinquencies, non-performing, and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions, both by type of loan and geography. Commercial Real Estate Underwriting standards have been designed to determine whether the borrower possesses sound business ethics and practices, evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations, as agreed and ensure appropriate collateral is obtained to secure the loan. Commercial real estate loans are underwritten primarily based on projected cash flows for income-producing properties and collateral values for non-income-producing properties. The repayment of these loans is generally dependent on the successful operation of the property securing the loans or the sale or refinancing of the property. Real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s real estate portfolio are diversified by type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry. Commercial – General and Specialized Performance of these loans is subject to operating and cash flow results of the borrower, with risk in the volatility of operating results for particular industries. Consumer Loans to consumers include 1-4 family residential loans, auto loans, and other loans for recreational vehicles or other purposes. The Company utilizes a computer-based credit scoring analysis to supplement its policies and procedures in underwriting consumer loans. The Company’s loan policy addresses types of consumer loans that may be originated and the collateral, if secured, which must be perfected. The relatively smaller individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimizes the Company’s risk. The Company generally requires mortgage title insurance and hazard insurance on 1-4 family residential loans. All consumer loans are generally dependent on the risk characteristics of the borrower’s ability to repay the loan, a consideration of the debt to income ratio, employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral. Construction Loans for residential construction are for single-family properties to developers, builders, or end-users. These loans are underwritten based on estimates of costs and completed value of the project. Funds are advanced based on estimated percentage of completion for the project. Performance of these loans is affected by economic conditions as well as the ability to control costs of the projects. The ACL for loans was $43.1 million at June 30, 2023, compared to $39.3 million at December 31, 2022. The ACL for loans to loans held for investment was 1.45% at June 30, 2023 and 1.43% at December 31, 2022. The following table details the activity in the ACL for loans for the periods indicated (dollars in thousands). Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. Beginning Balance Provision for Credit Losses (1) Charge-offs Recoveries Ending Balance For the three months ended June 30 , 2023 Commercial real estate $ 13,381 $ 1,120 $ — $ — $ 14,501 Commercial - specialized 3,510 626 — 18 4,154 Commercial - general 6,267 1,478 (169 ) 61 7,637 Consumer: 1-4 family residential 8,531 318 — 2 8,851 Auto loans 3,714 332 (157 ) 11 3,900 Other consumer 1,101 155 (229 ) 80 1,107 Construction 3,056 (69 ) — — 2,987 $ 39,560 $ 3,960 $ (555 ) $ 172 $ 43,137 For the three months ended June 30 , 2022 Commercial real estate $ 14,621 $ (1,111 ) $ — $ 393 $ 13,903 Commercial - specialized 3,275 71 (68 ) 77 3,355 Commercial - general 9,940 (149 ) (8 ) 135 9,918 Consumer: 1-4 family residential 4,931 397 — 1 5,329 Auto loans 3,681 314 (69 ) 32 3,958 Other consumer 1,384 250 (242 ) 51 1,443 Construction 1,817 228 (166 ) — 1,879 $ 39,649 $ — $ (553 ) $ 689 $ 39,785 (1) The $3.7 million provision for credit loss on the Consolidated Statement of Comprehensive Income (Loss) includes a $4.0 million provision for credit losses on loans and a $(260) thousand provision for off-balance sheet credit exposures for the three months ended June 30, 2023. Beginning Balance Impact of CECL Adoption Provision for Credit Losses (1) Charge-offs Recoveries Ending Balance For the six months ended June 30 , 2023 Commercial real estate $ 13,029 $ 827 $ 645 $ — $ — $ 14,501 Commercial - specialized 3,425 33 616 — 80 4,154 Commercial - general 9,215 (2,574 ) 1,242 (369 ) 123 7,637 Consumer: 1-4 family residential 6,194 1,700 954 — 3 8,851 Auto loans 3,926 (332 ) 630 (411 ) 87 3,900 Other consumer 1,376 (235 ) 220 (442 ) 188 1,107 Construction 2,123 683 453 (272 ) — 2,987 $ 39,288 $ 102 $ 4,760 $ (1,494 ) $ 481 $ 43,137 (1) The $4.7 million provision for credit loss on the Consolidated Statement of Comprehensive Income (Loss) includes a $4.8 million provision for credit losses on loans and a $(50) thousand provision for off-balance sheet credit exposures for the six months ended June 30, 2023. Beginning Balance Provision for Credit Losses Charge-offs Recoveries Ending Balance For the six months ended June 30 , 2022 Commercial real estate $ 17,245 $ (3,760 ) $ — $ 418 $ 13,903 Commercial - specialized 4,363 (1,013 ) (106 ) 111 3,355 Commercial - general 8,466 1,510 (315 ) 257 9,918 Consumer: 1-4 family residential 5,268 99 (40 ) 2 5,329 Auto loans 3,653 382 (155 ) 78 3,958 Other consumer 1,357 398 (428 ) 116 1,443 Construction 1,746 299 (166 ) — 1,879 $ 42,098 $ (2,085 ) $ (1,210 ) $ 982 $ 39,785 During the three and six months ended June 30, 2023, the provision for credit losses on loans of $4.0 million and $4.8 million, respectively, reflected a build in the allowance driven primarily by organic loan growth experienced over the first six months of 2023. The changes in the ACL for these periods were also impacted by net charge-offs of $1.0 million during the first six months of 2023 and an increase of $1.3 million in the ACL for credit losses on loans individually analyzed. The following table shows the Company’s amortized cost in loans and related ACL for collateral dependent loans by class using the fair value of collateral loss estimation methodology of evaluating expected credit losses at the date indicated (dollars in thousands). Real Estate Equipment Accounts Receivable Total Loans Individually Evaluated Total ACL for Individually Evaluated Loans June 30 , 2023 Commercial real estate $ 175 $ 525 $ 30 $ 730 $ — Commercial - specialized — — — — — Commercial - general 8,179 9,724 162 18,065 1,362 Consumer: 1-4 family residential 747 1 — 748 83 Auto loans — — — — — Other consumer — — — — — Construction — — — — — $ 9,101 $ 10,250 $ 192 $ 19,543 $ 1,445 The following table shows the Company’s investment in loans disaggregated based on the method of evaluating impairment at the date indicated (dollars in thousands): Recorded Investment ACL for Loans Individually Evaluated Collectively Evaluated Individually Evaluated Collectively Evaluated December 31 , 2022 Commercial real estate $ — $ 919,358 $ — $ 13,029 Commercial - specialized — 327,513 — 3,425 Commercial - general 3,350 481,433 22 9,193 Consumer: 1-4 family residential 742 459,382 18 6,176 Auto loans — 321,476 — 3,926 Other consumer — 81,308 — 1,376 Construction 1,014 152,505 245 1,878 $ 5,106 $ 2,742,975 $ 285 $ 39,003 Impaired loan information at the date indicated follows (dollars in thousands): Unpaid Contractual Principal Balance Recorded Investment With No Allowance Recorded Investment With Allowance Total Recorded Investment Related Allowance Average Recorded Investment December 31 , 2022 Commercial real estate $ — $ — $ — $ — $ — $ 551 Commercial - specialized — — — — — — Commercial - general 3,350 799 2,551 3,350 22 4,214 Consumer: 1-4 family 742 486 256 742 18 1,167 Auto loans — — — — — — Other consumer — — — — — — Construction 1,014 686 328 1,014 245 507 $ 5,106 $ 1,971 $ 3,135 $ 5,106 $ 285 $ 6,439 All impaired loans $250 thousand and greater were specifically evaluated for impairment at December 31, 2022. Interest income recognized using a cash-basis method on individually analyzed loans for the three and six months ended June 30, 2023 was not significant. Additional funds committed to be advanced on individually analyzed loans are not significant. The table below provides an age analysis on accruing past-due loans and nonaccrual loans at the dates indicated (dollars in thousands): 30-89 Days Past Due 90 Days or More Past Due Nonaccrual Nonaccrual with no ACL June 30 , 2023 Commercial real estate $ 65 $ 91 $ — $ — Commercial - specialized 230 11 249 — Commercial - general 335 3,352 14,078 — Consumer: 1-4 Family residential 1,829 630 1,977 261 Auto loans 971 145 — — Other consumer 754 249 34 — Construction 611 — 223 — $ 4,795 $ 4,478 $ 16,561 $ 261 30-89 Days Past Due 90 Days or More Past Due Nonaccrual December 31 , 2022 Commercial real estate $ 342 $ 27 $ — Commercial - specialized 25 13 38 Commercial - general 1,451 60 3,357 Consumer: 1-4 Family residential 1,389 1,653 1,356 Auto loans 707 85 — Other consumer 1,487 149 37 Construction 550 — 1,014 $ 5,951 $ 1,987 $ 5,802 The Company has elected the fair value option for recording residential mortgage loans held for sale (mandatory) in accordance with GAAP. The Company had no nonaccrual mortgage loans held for sale (mandatory) at June 30, 2023, and December 31, 2022. Credit Quality Indicators The Company grades its loans on a thirteen-point grading scale. These grades fit in one of the following categories: (i) pass, (ii) special mention, (iii) substandard, (iv) doubtful, or (v) loss. Loans categorized as loss are charged-off immediately. The grading of loans reflect a judgment by the Company about the risks of default associated with the loan. The Company reviews the grades on loans as part of the Company’s on-going monitoring of the credit quality of the loan portfolio. These risk ratings are assigned 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. Pass loans have financial factors or nature of collateral that are considered reasonable credit risks in the normal course of lending and encompass several grades that are assigned based on varying levels of risk, ranging from credits that are secured by cash or marketable securities, to watch credits which have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring. Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the loans at some future date. Substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize collection and present the distinct possibility that some loss will be sustained if the deficiencies are not corrected. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed. Substandard loans can be accruing or can be nonaccrual depending on the circumstances of the individual loans. Doubtful loans have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. All doubtful loans are on nonaccrual. In connection with the review of the Company’s loan portfolio, management considers risk elements attributable to particular loan type or categories in assessing the quality of individual loans. The list of loans to be analyzed for individual evaluation consists of non-accrual loans over $250 thousand with direct exposure. Interest income recognized using a cash-basis method on non-accrual loans for the three and six months ended June 30, 2023 was not significant. In addition, the Company closely monitors substandard accruing loans over $1 million with direct exposure, and past due accruing loans over $100 thousand for possible individual evaluation. All other loans will be evaluated collectively in designated pools unless a loss exposure has been identified. The following table reflects the amortized cost basis in loans by credit quality indicator and origination year at June 30, 2023, excluding loans held for sale. Loans acquired are shown in the table by origination year, not merger date. The Company had an immaterial amount of revolving loans converted to term loans at June 30, 2023. Term Loans Amortized Cost Basis by Origination Year (Dollars in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Total Commercial real estate: Pass $ 176,070 $ 297,336 $ 200,707 $ 64,464 $ 51,726 $ 189,162 $ 3,176 $ 982,641 Special mention — — — — — — — — Substandard — 19 21,334 1,680 827 408 — 24,268 Doubtful — — — — — — — — Total commercial real estate loans $ 176,070 $ 297,355 $ 222,041 $ 66,144 $ 52,553 $ 189,570 $ 3,176 $ 1,006,909 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial - specialized: Pass $ 80,261 $ 66,731 $ 60,490 $ 21,415 $ 13,081 $ 27,015 $ 85,499 $ 354,492 Special mention — — — — — — — — Substandard — 76 183 427 19 55 — 760 Doubtful — — — — — — — — Total commercial - specialized loans $ 80,261 $ 66,807 $ 60,673 $ 21,842 $ 13,100 $ 27,070 $ 85,499 $ 355,252 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial - general: Pass $ 62,492 $ 150,617 $ 104,547 $ 39,728 $ 37,506 $ 74,893 $ 51,304 $ 521,087 Special mention — — — — — — — — Substandard 279 11,511 4,656 507 6,738 5,963 355 30,009 Doubtful — — — — — — — — Total commercial - general loans $ 62,771 $ 162,128 $ 109,203 $ 40,235 $ 44,244 $ 80,856 $ 51,659 $ 551,096 Current period gross charge-offs $ — $ — $ 25 $ 10 $ 18 $ 316 $ — $ 369 Consumer: 1-4 family residential: Pass $ 66,427 $ 165,339 $ 114,591 $ 55,850 $ 33,736 $ 65,403 $ 9,613 $ 510,959 Special mention — — — — — — — — Substandard — 313 941 1,732 4,321 4,193 13 11,513 Doubtful — — — — — — — — Total consumer: 1-4 family residential loans $ 66,427 $ 165,652 $ 115,532 $ 57,582 $ 38,057 $ 69,596 $ 9,626 $ 522,472 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Consumer: auto loans: Pass $ 62,837 $ 153,144 $ 63,162 $ 22,673 $ 11,154 $ 4,659 $ — $ 317,629 Special mention — — — — — — — — Substandard — 43 265 48 83 58 — 497 Doubtful — — — — — — — — Total consumer: auto loans $ 62,837 $ 153,187 $ 63,427 $ 22,721 $ 11,237 $ 4,717 $ — $ 318,126 Current period gross charge-offs $ 21 $ 181 $ 137 $ — $ 28 $ 44 $ — $ 411 Consumer: other consumer: Pass $ 14,830 $ 34,453 $ 13,564 $ 4,510 $ 3,316 $ 7,253 $ 1,653 $ 79,579 Special mention — — — — — — — — Substandard — 22 32 33 36 93 — 216 Doubtful — — — — — — — — Total consumer: other consumer loans $ 14,830 $ 34,475 $ 13,596 $ 4,543 $ 3,352 $ 7,346 $ 1,653 $ 79,795 Current period gross charge-offs $ 183 $ 159 $ 23 $ 7 $ 37 $ 33 $ — $ 442 Construction: Pass $ 24,337 $ 89,551 $ 21,144 $ 289 $ — $ — $ 9,869 $ 145,190 Special mention — — — — — — — — Substandard — 223 — — — — — 223 Doubtful — — — — — — — — Total construction loans $ 24,337 $ 89,774 $ 21,144 $ 289 $ — $ — $ 9,869 $ 145,413 Current period gross charge-offs $ — $ — $ 272 $ — $ — $ — $ — $ 272 The following table summarizes loans by credit quality indicator at December 31, 2022 (dollars in thousands): Pass Special Mention Substandard Doubtful Total Commercial real estate $ 893,312 $ — $ 26,046 $ — $ 919,358 Commercial - specialized 326,987 — 526 — 327,513 Commercial - general 451,639 — 33,144 — 484,783 Consumer: 1-4 family residential 450,034 — 10,090 — 460,124 Auto loans 321,158 — 318 — 321,476 Other consumer 81,109 — 199 — 81,308 Construction 151,995 — 1,524 — 153,519 $ 2,676,234 $ — $ 71,847 $ — $ 2,748,081 Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other than insignificant payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. Typically, one type of concession, such as term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. In some cases, the Company provides multiple types of concessions on one loan. For the loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The following tables present the amortized cost basis of loans at June 30, 2023 that were both experiencing financial difficulty and modified during the periods indicated by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost bases of each class of financing receivable is also presented below (dollars in thousands): Payment Delay Term Extension Term Extension and Payment Delay Term Extension and Interest Rate Reduction Payment Delay and Interest Rate Reduction Payment Delay, Term Extension, and Interest Rate Reduction Total Class of Financing Receivable Three Months Ended June 30, 2023 Commercial real estate $ — $ — $ 96 $ — $ — $ — $ 0.01 % Commercial - specialized 118 690 82 — — — 0.25 % Commercial - general — 2,744 453 70 — 39 0.60 % Consumer: 1-4 family 7 192 — — — 13 0.04 % Auto loans — — — — — — 0.00 % Other consumer — — — — 13 — 0.02 % Construction — 1,654 — — — — 1.14 % $ 125 $ 5,280 $ 631 $ 70 $ 13 $ 52 $ 0.20 % Payment Delay Term Extension Term Extension and Payment Delay Term Extension and Interest Rate Reduction Payment Delay and Interest Rate Reduction Payment Delay, Term Extension, and Interest Rate Reduction Total Class of Financing Receivable Six Months Ended June 30, 2023 Commercial real estate $ — $ — $ 96 $ — $ — $ — $ 0.01 % Commercial - specialized 118 690 82 — — — 0.25 % Commercial - general — 4,726 453 113 — 39 0.97 % Consumer: 1-4 family 7 391 — — — 13 0.08 % Auto loans — 39 — — — — 0.01 % Other consumer — — — — 13 — 0.02 % Construction — 1,654 — — — — 1.14 % $ 125 $ 7,500 $ 631 $ 113 $ 13 $ 52 $ 0.28 % The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following presents the performance of such loans that have been modified in the six months ended June 30, 2023 (dollars in thousands): 30-89 Days Past Due 90 Days or More Past Due and Still Accruing Nonaccrual June 30, 2023 Commercial real estate $ — $ — $ — Commercial - specialized — — 19 Commercial - general 27 — 1,682 Consumer: 1-4 Family residential 199 — 7 Auto loans — — — Other consumer — — — Construction — — — $ 226 $ — $ 1,708 The following tables present the financial effects of the loan modifications presented above to borrowers experiencing financial difficulty during the periods indicated below (dollars in thousands): Principal Forgiveness Weighted- Average Interest Rate Reduction Weighted- Average Term Extension (Months) Three Months Ended June 30, 2023 Commercial real estate $ — 0.00 % 72 Commercial - specialized — 0.00 % 13 Commercial - general — 2.50 % 1320 Consumer: 1-4 Family residential — 0.25 % 16 Auto loans — 0.00 % — Other consumer — 4.75 % — Construction — 0.00 % 11 $ — 2.50 % 729 Principal Forgiveness Weighted- Average Interest Rate Reduction Weighted- Average Term Extension (Months) Six Months Ended June 30, 2023 Commercial real estate $ — 0.00 % 72 Commercial - specialized — 0.00 % 13 Commercial - general — 1.81 % 835 Consumer: 1-4 Family residential — 0.25 % 13 Auto loans — 0.00 % 15 Other consumer — 4.75 % — Construction — 0.00 % 11 $ — 1.91 % 542 As of June 30, 2023, the Company did not have any loans made to borrowers experiencing financial difficulty that were modified during the three and six months ended June 30, 2023 that subsequently defaulted. Payment default is defined as movement to nonperforming status, foreclosure, or charge-off. Upon the Company’s determination that a modified loan has subsequently been deemed to not be fully collectible, the uncollectible amount is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. Prior-period troubled debt restructuring (“TDR”) disclosures Prior to adopting the new accounting standard on loan modifications, the Company accounted for modifications of loans to borrowers experiencing financial difficulty as TDRs, when the modification resulted in a concession and specific reserves were charged to the ACL if necessary for the amount of estimated credit loss. The following reflects loans that were considered TDRs prior to January 1, 2023. For further information on the Company’s TDR accounting policies, see Note 1, “Summary of Significant Accounting Policies,” to the Company’s audited consolidated financial statements contained in the 2022 Annual Report on Form 10-K. The Company had no loans modified as a TDR during the year ended December 31, 2022. |