Loans and Allowance for Loan Losses | Loans and Allowance for Loan Losses The Company’s loan portfolio consists of four classifications: real estate loans, commercial and industrial loans, consumer loans, and other loans. The following table presents the classifications of loans as of the dates indicated. June 30, 2020 December 31, 2019 Amount Percent Amount Percent (Dollars in thousands) Real Estate: Residential $ 344,782 33.2 % $ 347,766 36.6 % Commercial 350,506 33.6 351,360 36.9 Construction 58,295 5.6 35,605 3.7 Commercial and Industrial 149,085 14.3 85,586 9.0 Consumer 117,145 11.2 113,637 11.9 Other 22,346 2.1 18,542 1.9 Total Loans 1,042,159 100.0 % 952,496 100.0 % Allowance for Loan Losses (12,648) (9,867) Loans, Net $ 1,029,511 $ 942,629 The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020 and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic, which included authorizing the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). On April 16, 2020, the original $349 billion funding cap was reached. On April 23, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPP Enhancement Act”) was signed into law and included an additional $484 billion in COVID-19 relief, including allocating an additional $310 billion to replenish the PPP. The second round of the PPP began on April 27, 2020. Under the PPP, participating SBA and other qualifying lenders can originate loans to eligible businesses that are fully guaranteed by the SBA as to principal and interest, have more favorable terms than traditional SBA loans and may be forgiven if the proceeds are used by the borrower for certain purposes. PPP is designed to help small businesses keep their workforce employed and cover expenses during the COVID-19 crisis. These loans have a two- or five-year loan term to maturity, an interest rate of 1% per annum and loan payments are deferred for six months. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of a PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses. The Bank receives a processing fee from the SBA ranging from 1% to 5% depending on the size of the loan, which is offset by a 0.75% third-party servicing agent fee. As of June 30, 2020, the Bank originated 628 loans totaling $70.0 million, with a median loan balance of $35,000. The loans impact over 8,300 small business employees. Among the largest sectors impacted were $15.3 million in loans for health care and social assistance, $12.4 million for construction and specialty-trade contractors, $6.1 million for professional and technical services, $5.9 million for retail trade, $5.1 million for wholesale trade, $4.6 million for manufacturing and $3.4 million for restaurant and food services. Net SBA origination fees as of June 30, 2020 were $2.1 million, of which $191,000 was recognized during the three and six months ended June 30, 2020. We expect to recognize the majority of unearned net origination fees in the third and fourth quarter upon processing requests for loan forgiveness. All PPP loans are classified as commercial and industrial loans held for investment. No allowance for loan loss was allocated to the PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee. Total unamortized net deferred loan fees were $2.9 million and $907,000 at June 30, 2020 and December 31, 2019, respectively. The increase in unamortized net deferred loan fees is primarily due to PPP loans. Real estate loans serviced for others, which are not included in the Consolidated Statement of Financial Condition, totaled $105.6 million and $100.0 million at June 30, 2020 and December 31, 2019, respectively. The following table presents loans summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of the dates indicated. At June 30, 2020 and December 31, 2019, there were no loans in the criticized category of Loss within the internal risk rating system. June 30, 2020 Pass Special Mention Substandard Doubtful Total (Dollars in Thousands) Real Estate: Residential $ 340,549 $ 1,019 $ 3,214 $ — $ 344,782 Commercial 303,774 41,047 5,685 — 350,506 Construction 54,165 3,385 745 — 58,295 Commercial and Industrial 139,171 7,582 1,675 657 149,085 Consumer 116,955 — 190 — 117,145 Other 22,263 83 — — 22,346 Total Loans $ 976,877 $ 53,116 $ 11,509 $ 657 $ 1,042,159 December 31, 2019 Pass Special Mention Substandard Doubtful Total (Dollars in Thousands) Real Estate: Residential $ 343,851 $ 1,997 $ 1,918 $ — $ 347,766 Commercial 335,436 12,260 3,664 — 351,360 Construction 33,342 2,263 — — 35,605 Commercial and Industrial 75,201 7,975 1,691 719 85,586 Consumer 113,527 — 110 — 113,637 Other 18,452 90 — — 18,542 Total Loans $ 919,809 $ 24,585 $ 7,383 $ 719 $ 952,496 The increase of $28.5 million in the special mention loan category as of June 30, 2020 compared to December 31, 2019 was mainly from the downgrade of the hospitality portfolio due to the economic conditions in that industry caused by the COVID-19 pandemic. The increase of $4.1 million in the substandard category is primarily due to a lease dispute on a $2.3 million industrial building (commercial real estate) and $961,000 and $853,000 associated with two residential real estate loans and one residential construction loan, respectively, which have insufficient debt service coverage from the borrower demonstrating an inability to build and sell the speculative homes at a fast enough rate that can service the interest-only debt. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of the dates indicated. June 30, 2020 Loans Current 30-59 Days Past Due 60-89 Days Past Due 90 Days Or More Past Due Total Past Due Non- Accrual Total Loans (Dollars in Thousands) Real Estate: Residential $ 342,287 $ 265 $ 37 $ — $ 302 $ 2,193 $ 344,782 Commercial 350,235 78 28 — 106 165 350,506 Construction 58,295 — — — — — 58,295 Commercial and Industrial 148,386 10 — — 10 689 149,085 Consumer 116,545 354 56 — 410 190 117,145 Other 22,346 — — — — — 22,346 Total Loans $ 1,038,094 $ 707 $ 121 $ — $ 828 $ 3,237 $ 1,042,159 December 31, 2019 Loans Current 30-59 Days Past Due 60-89 Days Past Due 90 Days Or More Past Due Total Past Due Non- Accrual Total Loans (Dollars in Thousands) Real Estate: Residential $ 342,010 $ 3,462 $ 281 $ 196 $ 3,939 $ 1,817 $ 347,766 Commercial 351,104 22 — — 22 234 351,360 Construction 35,605 — — — — — 35,605 Commercial and Industrial 84,280 388 178 — 566 740 85,586 Consumer 112,438 923 140 26 1,089 110 113,637 Other 18,542 — — — — — 18,542 Total Loans $ 943,979 $ 4,795 $ 599 $ 222 $ 5,616 $ 2,901 $ 952,496 The following table sets forth the amounts and categories of nonperforming assets at the dates indicated. Included in nonperforming loans and assets are troubled debt restructurings (“TDRs”), which are loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties. Nonaccrual TDRs are included in their specific loan category in the nonaccrual loans section. Nonperforming loans do not include loans modified under Section 4013 of the CARES Act and interagency guidance as further explained below. June 30, December 31, (Dollars in Thousands) Nonaccrual Loans: Real Estate: Residential $ 2,193 $ 1,817 Commercial 165 234 Commercial and Industrial 689 740 Consumer 190 110 Total Nonaccrual Loans 3,237 2,901 Accruing Loans Past Due 90 Days or More: Real Estate: Residential — 196 Consumer — 26 Total Accruing Loans Past Due 90 Days or More — 222 Total Nonaccrual Loans and Accruing Loans Past Due 90 Days or More 3,237 3,123 Troubled Debt Restructurings, Accruing: Real Estate Residential 673 511 Commercial 1,614 1,648 Commercial and Industrial 58 100 Total Troubled Debt Restructurings, Accruing 2,345 2,259 Total Nonperforming Loans 5,582 5,382 Other Real Estate Owned: Residential 75 41 Commercial 174 192 Total Other Real Estate Owned 249 233 Total Nonperforming Assets $ 5,831 $ 5,615 Nonperforming Loans to Total Loans 0.54 % 0.57 % Nonperforming Assets to Total Assets 0.41 0.42 The recorded investment of residential real estate loans for which formal foreclosure proceedings were in process according to applicable requirements of the local jurisdiction was $1.2 million and $1.1 million at June 30, 2020 and December 31, 2019, respectively. TDRs typically are the result of loss mitigation activities whereby concessions are granted to minimize loss and avoid foreclosure or repossession of collateral. For a loan modification to be considered a TDR, the borrower must be experiencing financial difficulty and a concession must be granted, except for an insignificant delay in payment. Section 4013 of the CARES Act provides temporary relief from accounting and financial reporting requirements for TDRs regarding certain loan modifications related to COVID-19. Specifically, the CARES Act provides that the Bank may elect to suspend the requirements under GAAP for certain loan modifications that would otherwise be categorized as a TDR and suspend any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes. Any modification involving a loan that was not more than 30 days past due as of December 31, 2019 and that occurs beginning on March 1, 2020 and ends on the earlier of December 31, 2020 or the date that is 60 days after the termination date of the national emergency related to the COVID-19 outbreak qualify for this exception, including a forbearance arrangement, interest rate modification, repayment plan or any other similar arrangement that defers or delays the payment of principal or interest. Bank regulatory agencies released an interagency statement that offers practical expedients for modifications that occur in response to the COVID-19 pandemic, but they differ with the CARES Act in certain areas. The expedients require a lender to conclude that a borrower is not experiencing financial difficulty if either short-term (e.g., six months or less) modifications are made, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant related to loans in which the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented or the modification or deferral program is mandated by the federal government or a state government. The Bank regulatory agencies have subsequently confirmed that their guidance could be applicable for loans that do not qualify for favorable accounting treatment under Section 4013 of the CARES Act. Both Section 4013 of the CARES Act and the interagency statement can be applied to a second modification that occurs after the first modification provided that the second modification does not qualify as a TDR under Section 4013 of the CARES Act or the interagency statement. In its evaluation of whether a payment deferral qualifies as short-term under the interagency statement, an entity should assess multiple payment deferrals collectively (i.e., the cumulative deferrals cannot exceed six months). The Bank offered forbearance options for borrowers impacted by COVID-19 that provide a short-term delay in payment by primarily allowing: (a) deferral of three months of payments; or (b) for consumer loans not secured by a real estate mortgage, three months of interest-only payments that also extends the maturity date of the loan by three months. During the forbearance period, the borrower is not considered delinquent for credit bureau reporting purposes. The Company has elected the practical expedients related to TDRs that are available in the CARES Act and interagency guidance as an entity-wide accounting policy and does not consider any of the forbearance agreements TDRs, delinquent, or nonaccrual. The following table provides details of loans in forbearance and the forbearance end dates as of June 30, 2020. Number Amount % of Portfolio (Dollars in thousands) Real Estate: Residential July 2020 108 $ 15,333 August 2020 41 5,912 September 2020 12 2,272 October 2020 2 136 Total Residential 163 23,653 6.9 % Commercial July 2020 70 64,039 August 2020 31 25,497 September 2020 7 8,714 October 2020 2 2,378 November 2020 1 4,489 Total Commercial 111 105,117 30.0 % Construction July 2020 3 10,494 August 2020 2 4,726 September 2020 1 298 Total Construction 6 15,518 26.6 % Commercial and Industrial July 2020 42 10,300 August 2020 32 5,180 September 2020 2 217 Total Commercial and Industrial 76 15,697 10.5 % Consumer July 2020 124 2,493 August 2020 39 857 September 2020 7 97 Total Consumer 170 3,447 2.9 % Other July 2020 1 2,504 11.2 % Total Loans in Forbearance 527 $ 165,936 15.9 % As of June 30, 2020, $165.9 million, or 15.9% of total loans, were in forbearance. Approximately $105.2 million, or 63.4% of loans in forbearance, are scheduled to end forbearance as of July 2020 and return to their normal payment schedule. As of July 30, 2020, out of the 348 loans totaling $105.2 million with a forbearance period ending in July 2020, 9 loans totaling $3.3 million requested additional forbearance - two residential, two commercial real estate, which were both hotel loans, one commercial and industrial and four consumer loans totaling $393,000, $2.7 million, $123,000 and $133,000, respectively. At June 30, 2020, out of approximately 128 loans totaling $22.7 million with a forbearance period ending on or prior to June 30, 2020, six loans totaling $5.8 million requested an additional one- to three-month forbearance. These loans were comprised of three residential mortgage loans, two commercial real estate loans, which were both hotel loans, and one consumer loan totaling $493,000, $5.3 million and $12,000, respectively. The concessions granted for the TDRs in the portfolio primarily consist of, but are not limited to, modification of payment or other terms, temporary rate modification and extension of maturity date. Loans classified as TDRs consisted of 16 loans totaling $3.0 million at June 30, 2020 and December 31, 2019, respectively. During the three and six months ended June 30, 2020, there was one residential real estate loan modified in a TDR totaling $60,000 that paid off. During the six months ended June 30, 2019, one residential real estate loan modified in a TDR totaling $851,000 paid off. No TDRs subsequently defaulted during the three and six months ended June 30, 2020 and 2019, respectively. The following tables present information at the time of modification related to loans modified in a TDR during the three and six months ended June 30, 2020 and 2019. Three and Six Months Ended June 30, 2020 Number of Contracts Pre- Modification Outstanding Recorded Investment Post- Modification Outstanding Recorded Investment Related Allowance (Dollars in thousands) Real Estate: Residential 1 $ 234 $ 234 $ — Total 1 234 234 — Three Months Ended June 30, 2019 Number of Contracts Pre- Modification Outstanding Recorded Investment Post- Modification Outstanding Recorded Investment Related Allowance (Dollars in thousands) Real Estate: Residential 1 $ 114 $ 114 $ — Total 1 114 114 — Six Months Ended June 30, 2019 Number of Contracts Pre- Modification Outstanding Recorded Investment Post- Modification Outstanding Recorded Investment Related Allowance (Dollars in thousands) Real Estate: Residential 1 $ 61 $ 61 $ — Commercial and Industrial 1 $ 114 $ 114 $ — Total 2 175 175 — The following table presents a summary of the loans considered to be impaired as of the dates indicated. June 30, 2020 Recorded Investment Related Allowance Unpaid Principal Balance Average Recorded Investment Interest Income Recognized (Dollars in thousands) With No Related Allowance Recorded: Real Estate: Residential $ 1,669 $ — $ 1,673 $ 1,671 $ 32 Commercial 2,855 — 2,873 2,895 75 Construction 745 — 745 825 16 Commercial and Industrial 2,084 — 2,261 2,162 22 Total With No Related Allowance Recorded $ 7,353 $ — $ 7,552 $ 7,553 $ 145 With A Related Allowance Recorded: Real Estate: Commercial $ 3,846 $ 399 $ 3,846 $ 3,903 $ 69 Commercial and Industrial 249 200 249 265 6 Total With A Related Allowance Recorded $ 4,095 $ 599 $ 4,095 $ 4,168 $ 75 Total Impaired Loans: Real Estate: Residential $ 1,669 $ — $ 1,673 $ 1,671 $ 32 Commercial 6,701 399 6,719 6,798 144 Construction 745 — 745 825 16 Commercial and Industrial 2,333 200 2,510 2,427 28 Total Impaired Loans $ 11,448 $ 599 $ 11,647 $ 11,721 $ 220 December 31, 2019 Recorded Investment Related Allowance Unpaid Principal Balance Average Recorded Investment Interest Income Recognized (Dollars in thousands) With No Related Allowance Recorded: Real Estate: Residential $ 549 $ — $ 553 $ 494 $ 20 Commercial 3,058 — 3,077 3,335 177 Commercial and Industrial 133 — 135 156 6 Total With No Related Allowance Recorded $ 3,740 $ — $ 3,765 $ 3,985 $ 203 With A Related Allowance Recorded: Real Estate: Commercial $ 1,646 $ 274 $ 1,646 $ 1,702 $ 81 Commercial and Industrial 2,378 610 2,529 2,448 113 Total With A Related Allowance Recorded $ 4,024 $ 884 $ 4,175 $ 4,150 $ 194 Total Impaired Loans Real Estate: Residential $ 549 $ — $ 553 $ 494 $ 20 Commercial 4,704 274 4,723 5,037 258 Commercial and Industrial 2,511 610 2,664 2,604 119 Total Impaired Loans $ 7,764 $ 884 $ 7,940 $ 8,135 $ 397 The $3.8 million increase in recorded investment of loans evaluated for impairment is primarily due to a lease dispute on a $2.3 million industrial building (commercial real estate) and $961,000 and $853,000 associated with two residential real estate loans and one residential construction loan, respectively, which have insufficient debt service coverage from the borrower demonstrating an inability to build and sell the speculative homes at a fast enough rate that can service the interest-only debt. These loans were downgraded to substandard as of June 30, 2020. The following table presents the activity in the allowance for loan losses (“ALLL”) summarized by major classifications and segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for potential impairment at the dates and for the periods indicated. Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Unallocated Total (Dollars in thousands) March 31, 2020 $ 2,685 $ 4,875 $ 664 $ 1,592 $ 1,879 $ — $ 627 $ 12,322 Charge-offs — — — — (37) — — (37) Recoveries 2 13 — 6 42 — — 63 Provision 1 272 156 (32) (170) — 73 300 June 30, 2020 $ 2,688 $ 5,160 $ 820 $ 1,566 $ 1,714 $ — $ 700 $ 12,648 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Unallocated Total (Dollars in thousands) December 31, 2019 $ 2,023 $ 3,210 $ 285 $ 2,412 $ 1,417 $ — $ 520 $ 9,867 Charge-offs (25) — — — (136) — — (161) Recoveries 4 27 — 15 96 — — 142 Provision 686 1,923 535 (861) 337 — 180 2,800 June 30, 2020 $ 2,688 $ 5,160 $ 820 $ 1,566 $ 1,714 $ — $ 700 $ 12,648 June 30, 2020 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Unallocated Total (Dollars in thousands) Individually Evaluated for Impairment $ — $ 399 $ — $ 200 $ — $ — $ — $ 599 Collectively Evaluated for Potential Impairment $ 2,688 $ 4,761 $ 820 $ 1,366 $ 1,714 $ — $ 700 $ 12,049 December 31, 2019 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Unallocated Total (Dollars in thousands) Individually Evaluated for Impairment $ — $ 274 $ — $ 610 $ — $ — $ — $ 884 Collectively Evaluated for Potential Impairment $ 2,023 $ 2,936 $ 285 $ 1,802 $ 1,417 $ — $ 520 $ 8,983 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Unallocated Total (Dollars in thousands) March 31, 2019 $ 1,154 $ 2,550 $ 500 $ 2,553 $ 1,733 $ — $ 922 $ 9,412 Charge-offs (43) — — — (73) — — (116) Recoveries 5 8 — 1 31 — — 45 Provision (20) 888 (12) 164 (191) — (479) 350 June 30, 2019 $ 1,096 $ 3,446 $ 488 $ 2,718 $ 1,500 $ — $ 443 $ 9,691 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Unallocated Total (Dollars in thousands) December 31, 2018 $ 1,050 $ 2,693 $ 395 $ 2,807 $ 2,027 $ — $ 586 $ 9,558 Charge-offs (43) — — — (286) — — (329) Recoveries 9 21 — 2 55 — — 87 Provision 80 732 93 (91) (296) — (143) 375 June 30, 2019 $ 1,096 $ 3,446 $ 488 $ 2,718 $ 1,500 $ — $ 443 $ 9,691 June 30, 2019 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Unallocated Total (Dollars in thousands) Individually Evaluated for Impairment $ — $ 656 $ — $ 771 $ — $ — $ — $ 1,427 Collectively Evaluated for Potential Impairment $ 1,096 $ 2,790 $ 488 $ 1,947 $ 1,500 $ — $ 443 $ 8,264 The COVID-19 pandemic, which led to state-wide shelter in place orders and mandatory closures of all but essential business, has resulted in a dramatic increase in unemployment and recessionary economic conditions. Based on evaluation of the macroeconomic conditions, the qualitative factors used in the allowance for loan loss analysis related to economic trends and industry conditions, specifically because of vulnerable industries such as hospitality, oil and gas, retail and restaurants, were adjusted for these circumstances and resulted in a $300,000 and $2.8 million provision for loan losses for the three and six months ended June 30, 2020, respectively. While recessionary economic conditions still exist, there has been an improvement in certain macroeconomic conditions, including unemployment, for the quarter ended June 30, 2020 compared to March 31, 2020, and resulted in the decrease in the provision for loan losses. This change increased the ALLL in all categories except commercial and industrial due to a decrease in the average loss history factor as further explained below. Prior to the quarter ended March 31, 2020, management determined historical loss experience for each segment of loans using a two-year rolling average of the net charge-off data within each loan segment, which was then used in combination with qualitative factors to calculate the general allowance component that covers pools of homogeneous loans that are not specifically evaluated for impairment. For the quarter ended March 31, 2020, the Company began using a five-year rolling average of the net charge-off data within each segment. This change was driven by no net charge-off experience in the commercial real estate and commercial and industrial segments in the prior two-year rolling period as of March 31, 2020, which the Company believes does not represent the inherent risks in those segments. In the first quarter of 2018, the Company incurred $1.4 million of commercial and industrial charge-offs, however this period would have been removed from the lookback period as of March 31, 2020 if continuing to use a two-year history. In addition, moving to a five-year history is expected to improve the calculation moving forward by capturing economic ebbs and flows over a longer period while also not heavily weighting one period of charge-off activity. The following table presents changes in the accretable discount on the loans acquired at fair value at the dates indicated (dollars in thousands). Accretable Discount (Dollars in Thousands) December 31, 2019 $ 1,628 Accretable Yield (166) June 30, 2020 $ 1,462 The following table presents the major classifications of loans summarized by individually evaluated for impairment and collectively evaluated for potential impairment as of the dates indicated. June 30, 2020 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Total (Dollars in thousands) Individually Evaluated for Impairment $ 1,669 $ 6,701 $ 745 $ 2,333 $ — $ — $ 11,448 Collectively Evaluated for Potential Impairment 343,113 343,805 57,550 146,752 117,145 22,346 1,030,711 Total Loans $ 344,782 $ 350,506 $ 58,295 $ 149,085 $ 117,145 $ 22,346 $ 1,042,159 Commercial and industrial contains $70.0 million of PPP loans collectively evaluated for potential impairment. No allowance for loan loss was allocated to the PPP loan portfolio due to the Bank complying with the lender obligations that ensure SBA guarantee. December 31, 2019 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Total (Dollars in thousands) Individually Evaluated for Impairment $ 549 $ 4,704 $ — $ 2,511 $ — $ — $ 7,764 Collectively Evaluated for Potential Impairment 347,217 346,656 35,605 83,075 113,637 18,542 944,732 Total Loans $ 347,766 $ 351,360 $ 35,605 $ 85,586 $ 113,637 $ 18,542 $ 952,496 |