LOANS HELD FOR INVESTMENT | 3. LOANS HELD FOR INVESTMENT Loans held for investment are summarized by category at year-end as follows (dollars in thousands): December 31, 2023 December 31, Commercial real estate $ 1,081,056 $ 919,358 Commercial - specialized 372,376 327,513 Commercial - general 517,361 484,783 Consumer: 1-4 family residential 534,731 460,124 Auto loans 305,271 321,476 Other consumer 74,168 81,308 Construction 129,190 153,519 3,014,153 2,748,081 Allowance for credit losses on loans (42,356 ) (39,288 ) Loans, net $ 2,971,797 $ 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 – Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably. 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 loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other business assets, such as real estate, accounts receivable, or inventory, and typically include personal guarantees. Owner-occupied real estate is included in commercial loans, as the repayment of these loans is generally dependent on the operations of the commercial borrower’s business rather than on income-producing properties or the sale of the properties. Commercial loans are grouped into two distinct sub-categories: specialized and general. Commercial related segments that are considered “specialized” include agricultural production and real estate loans, energy loans, and finance, investment, and insurance loans. Commercial related segments that contain a broader diversity of borrowers, sub-industries, or serviced industries are grouped into the “general category.” These include goods, services, restaurant & retail, construction, and other industries. 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 The ACL for loans was $42.4 million at December 31, 2023, compared to $39.3 million at December 31, 2022. The ACL for loans to loans held for investment was 1.41% at December 31, 2023 and 1.43% at December 31, 2022. The following table details the activity in the ACL for the years ended December 31, 2023, 2022, and 2021 (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 Impact of CECL Adoption Provision for Credit Losses (1) Charge-offs Recoveries Ending Balance For the year ended December 31, 2023 Commercial real estate $ 13,029 $ 827 $ 1,952 $ — $ — $ 15,808 Commercial - specialized 3,425 33 398 (11 ) 175 4,020 Commercial - general 9,215 (2,574 ) 42 (469 ) 177 6,391 Consumer: 1-4 family residential 6,194 1,700 1,278 (1 ) 6 9,177 Auto loans 3,926 (332 ) 698 (888 ) 197 3,601 Other consumer 1,376 (235 ) 688 (1,140 ) 279 968 Construction 2,123 683 (96 ) (319 ) — 2,391 $ 39,288 $ 102 $ 4,960 $ (2,828 ) $ 834 $ 42,356 (1) The $4.6 million provision for credit loss on the consolidated statement of comprehensive income (loss) includes a $5.0 million provision for credit losses on loans and a $(350) thousand provision for off-balance sheet credit exposures for the year ended December 31, 2023. Beginning Balance Provision for Credit Losses Charge-offs Recoveries Ending Balance For the year ended December 31, 2022 Commercial real estate $ 17,245 $ (4,634 ) $ — $ 418 $ 13,029 Commercial - specialized 4,363 (1,745 ) (199 ) 1,006 3,425 Commercial - general 8,466 627 (328 ) 450 9,215 Consumer: 1-4 family residential 5,268 1,026 (140 ) 40 6,194 Auto loans 3,653 637 (508 ) 144 3,926 Other consumer 1,357 932 (1,167 ) 254 1,376 Construction 1,746 538 (166 ) 5 2,123 $ 42,098 $ (2,619 ) $ (2,508 ) $ 2,317 $ 39,288 Beginning Balance Provision for Credit Losses Charge-offs Recoveries Ending For the year ended December 31, 2021 Commercial real estate $ 18,962 $ (1,826 ) $ — $ 109 $ 17,245 Commercial - specialized 5,760 (1,386 ) (172 ) 161 4,363 Commercial - general 9,227 (302 ) (677 ) 218 8,466 Consumer: 1-4 family residential 4,646 666 (52 ) 8 5,268 Auto loans 4,226 (90 ) (598 ) 115 3,653 Other consumer 1,671 339 (903 ) 250 1,357 Construction 1,061 681 — 4 1,746 $ 45,553 $ (1,918 ) $ (2,402 ) $ 865 $ 42,098 During the year ended December 31, 2023, the provision for credit losses on loans of $5.0 million was driven primarily by organic loan growth experienced during 2023 and net charge-offs of $2.0 million during the year. 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). Equipment Real Estate Accounts Receivable Total Loans Individually Evaluated Total ACL for Individually Evaluated Loans December 31, 2023 Commercial real estate $ — $ — $ — $ — $ — Commercial - specialized — — — — — Commercial - general 353 691 — 1,044 142 Consumer: 1-4 family residential — 362 — 362 — Auto loans — — — — — Other consumer — — — — — Construction — 218 — 218 — $ 353 $ 1,271 $ — $ 1,624 $ 142 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 Prior to the adoption of ASC 326 on January 1, 2023, loan was reported as impaired when, based on current information and events, it was probable that the Company would be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. All loans rated substandard or worse and greater than $250 thousand were specifically reviewed to determine if they were impaired. Loans that were determined to be impaired were then evaluated to determine estimated impairment, if any. Impairment could be measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Loans that were not individually determined to be impaired or were not subject to the specific review of impaired status were subject to the general valuation allowance portion of the allowance for loan losses. Impaired loans, or portions thereof, were charged off when deemed uncollectible. 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 The table below provides an age analysis on accruing past-due loans and nonaccrual loans at year-end (dollars in thousands): 30-89 Days Past Due 90 Days or More Past Due Total Nonaccrual Nonaccrual with no ACL December 31, 2023 Commercial real estate $ 499 $ 86 $ — $ — Commercial - specialized 521 — 213 — Commercial - general 1,316 296 953 — Consumer: 1-4 Family residential 793 1,390 1,828 362 Auto loans 1,208 60 — — Other consumer 1,134 103 30 — Construction 759 — 218 218 $ 6,230 $ 1,935 $ 3,242 $ 580 30-89 Days Past Due 90 Days or More Past Due Total 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 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 year ended December 31, 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. Additional funds committed to be advanced on individually analyzed loans are not significant. The following table reflects the amortized cost basis in loans by credit quality indicator and origination year at December 31, 2023, December 31, 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 December 31, 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 $ 254,766 $ 324,601 $ 189,211 $ 50,660 $ 47,988 $ 174,859 $ 3,842 $ 1,045,927 Special mention — — — 11,677 — — — 11,677 Substandard — 82 21,152 1,699 149 370 — 23,452 Total commercial real estate loans $ 254,766 $ 324,683 $ 210,363 $ 64,036 $ 48,137 $ 175,229 $ 3,842 $ 1,081,056 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial - specialized: Pass $ 117,912 $ 56,152 $ 57,839 $ 19,883 $ 10,376 $ 22,758 $ 83,368 $ 368,288 Special mention — 2,938 — — — — 300 3,238 Substandard — 105 196 393 19 137 — 850 Total commercial - specialized loans $ 117,912 $ 59,195 $ 58,035 $ 20,276 $ 10,395 $ 22,895 $ 83,668 $ 372,376 Current period gross charge-offs $ — $ — $ — $ 11 $ — $ — $ — $ 11 Commercial - general: Pass $ 88,911 $ 128,627 $ 90,957 $ 35,794 $ 45,660 $ 68,990 $ 44,131 $ 503,070 Special mention — — — — — 1,565 250 1,815 Substandard 201 2,930 4,676 227 2,749 1,442 251 12,476 Total commercial - general loans $ 89,112 $ 131,557 $ 95,633 $ 36,021 $ 48,409 $ 71,997 $ 44,632 $ 517,361 Current period gross charge-offs $ — $ 47 $ 50 $ 33 $ 18 $ 321 $ — $ 469 Consumer: 1-4 family residential: Pass $ 113,897 $ 156,549 $ 106,619 $ 51,940 $ 31,345 $ 56,666 $ 3,770 $ 520,786 Special mention — — — — — — — — Substandard 376 382 4,238 708 3,758 4,483 — 13,945 Total consumer: 1-4 family residential loans $ 114,273 $ 156,931 $ 110,857 $ 52,648 $ 35,103 $ 61,149 $ 3,770 $ 534,731 Current period gross charge-offs $ — $ — $ 1 $ — $ — $ — $ — $ 1 Consumer: auto loans: Pass $ 106,149 124,588 48,686 16,524 6,812 1,935 — 304,694 Special mention — — — — — — — — Substandard 16 189 199 60 81 32 — 577 Total consumer: auto loans $ 106,165 $ 124,777 $ 48,885 $ 16,584 $ 6,893 $ 1,967 $ — $ 305,271 Current period gross charge-offs $ 113 $ 377 $ 254 $ 14 $ 49 $ 81 $ — $ 888 Consumer: other consumer: Pass $ 23,719 $ 26,899 $ 10,198 $ 3,190 $ 2,539 $ 6,107 $ 1,364 $ 74,016 Special mention — — — — — — — — Substandard — 13 44 10 — 84 1 152 Total consumer: other consumer loans $ 23,719 $ 26,912 $ 10,242 $ 3,200 $ 2,539 $ 6,191 $ 1,365 $ 74,168 Current period gross charge-offs (1) $ 624 $ 244 $ 88 $ 32 $ 72 $ 80 $ — $ 1,140 Construction: Pass $ 61,903 $ 53,930 $ 5,511 $ 331 $ — $ — $ 6,250 $ 127,925 Special mention 131 — 820 — — — — 951 Substandard — 314 — — — — — 314 Total construction loans $ 62,034 $ 54,244 $ 6,331 $ 331 $ — $ — $ 6,250 $ 129,190 Current period gross charge-offs $ 48 $ — $ 271 $ — $ — $ — $ — $ 319 (1) Includes $574 thousand in charged-off demand deposit overdrafts reported as 2023 originations. The following table summarizes loans by credit quality indicator at December 31, 2022 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 table presents the amortized cost basis of loans at December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2023, by class and by type of modification . 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 December 31, 2023 Commercial real estate $ — $ 2,118 $ 127 $ — $ — $ — 0.21 % Commercial - specialized 103 — 81 686 — — 0.23 % Commercial - general 266 6,995 598 109 — 28 1.55 % Consumer: 1-4 family 187 390 87 — — 7 0.13 % Auto loans 34 35 17 — 42 — 0.04 % Other consumer — — — — 7 — 0.01 % Construction — 2,315 302 — — — 2.03 % $ 590 $ 11,853 $ 1,212 $ 795 $ 49 $ 35 0.48 % 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 year ended December 31, 2023 (dollars in thousands): 30-89 Days Past Due 90 Days or More Past Due and Still Accruing Nonaccrual December 31, 2023 Commercial real estate $ — $ — $ — Commercial - specialized — — 265 Commercial - general 69 33 63 Consumer: 1-4 Family residential — — — Auto loans 69 — — Other consumer — — — Construction — — 272 $ 138 $ 33 $ 600 The following table presents the financial effects of the loan modifications presented above to borrowers experiencing financial difficulty for the year ended December 31, 2023 Principal Forgiveness Weighted- Average Interest Rate Reduction Weighted- Average Term Extension (Months) December 31, 2023 Commercial real estate $ — — 5 Commercial - specialized — 0.86 % 56 Commercial - general — 1.97 % 16 Consumer: 1-4 Family residential — 1.75 % 16 Auto loans — 0.86 % 11 Other consumer — 4.75 % — Construction — — 6 $ — 1.07 % 15 As of December 31, 2023, the Company had one loan relationship made to borrowers experiencing financial difficulty that was modified during the year ended December 31, 2023 that subsequently defaulted, totaling $297 thousand. 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 Company had no loans modified as a TDR during the years ended December 31, 2022 and 2021. |