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. September 30, 2020 December 31, 2019 Amount Percent Amount Percent (Dollars in thousands) Real Estate: Residential $ 343,955 32.7 % $ 347,766 36.6 % Commercial 353,904 33.7 351,360 36.9 Construction 69,178 6.6 35,605 3.7 Commercial and Industrial 144,315 13.7 85,586 9.0 Consumer 117,364 11.2 113,637 11.9 Other 22,169 2.1 18,542 1.9 Total Loans 1,050,885 100.0 % 952,496 100.0 % Allowance for Loan Losses (13,780) (9,867) Loans, Net $ 1,037,105 $ 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 September 30, 2020, the Bank originated 638 PPP loans totaling $71.0 million, with a median loan balance of $35,000. Among the largest sectors impacted were $15.6 million in loans for health care and social assistance, $12.6 million for construction and specialty-trade contractors, $6.1 million for professional and technical services, $6.1 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 September 30, 2020 were $2.2 million, of which $274,000 was recognized for the three months ended September 30, 2020 and $465,000 for the nine months ended September 30, 2020. 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 $2.5 million and $907,000 at September 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 $106.0 million and $100.0 million at September 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 September 30, 2020 and December 31, 2019, there were no loans in the criticized category of Loss within the internal risk rating system. September 30, 2020 Pass Special Mention Substandard Doubtful Total (Dollars in Thousands) Real Estate: Residential $ 340,421 $ 1,045 $ 2,489 $ — $ 343,955 Commercial 311,125 29,383 13,396 — 353,904 Construction 65,158 3,379 641 — 69,178 Commercial and Industrial 137,871 4,197 1,614 633 144,315 Consumer 117,315 — 49 — 117,364 Other 22,089 80 — — 22,169 Total Loans $ 993,979 $ 38,084 $ 18,189 $ 633 $ 1,050,885 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 $13.5 million in the special mention loan category and $10.8 million in the substandard category as of September 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 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. September 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 $ 341,775 $ 281 $ 22 $ — $ 303 $ 1,877 $ 343,955 Commercial 345,772 — — — — 8,132 353,904 Construction 69,178 — — — — — 69,178 Commercial and Industrial 142,286 — — — — 2,029 144,315 Consumer 116,826 452 37 — 489 49 117,364 Other 22,169 — — — — — 22,169 Total Loans $ 1,038,006 $ 733 $ 59 $ — $ 792 $ 12,087 $ 1,050,885 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 increase in nonaccrual commercial real estate loans is primarily related to two hotel loans with a total principal balance of $7.9 million that were impacted by the pandemic and determined to be impaired due to insufficient cash flows and occupancy rates. The increase in nonaccrual commercial and industrial loans is primarily related to a $1.4 million relationship with collateral and income shortfalls. 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. September 30, December 31, (Dollars in Thousands) Nonaccrual Loans: Real Estate: Residential $ 1,877 $ 1,817 Commercial 8,132 234 Commercial and Industrial 2,029 740 Consumer 49 110 Total Nonaccrual Loans 12,087 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 12,087 3,123 Troubled Debt Restructurings, Accruing: Real Estate Residential 660 511 Commercial 2,162 1,648 Commercial and Industrial 96 100 Total Troubled Debt Restructurings, Accruing 2,918 2,259 Total Nonperforming Loans 15,005 5,382 Other Real Estate Owned: Residential 14 41 Commercial 208 192 Total Other Real Estate Owned 222 233 Total Nonperforming Assets $ 15,227 $ 5,615 Nonperforming Loans to Total Loans 1.43 % 0.57 % Nonperforming Assets to Total Assets 1.09 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 $805,000 and $1.1 million at September 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 it differs 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 the dates indicated. September 30, 2020 June 30, 2020 Number Amount % of Portfolio Number Amount % of Portfolio (Dollars in thousands) Real Estate: Residential 11 1,242 0.4 % 163 23,653 6.9 % Commercial 9 13,885 3.9 % 111 105,117 30.0 % Construction 1 7,162 10.4 % 6 15,518 26.6 % Commercial and Industrial 1 122 0.1 % 76 15,697 10.5 % Consumer 12 295 0.3 % 170 3,447 2.9 % Other — — — % 1 2,504 11.2 % Total Loans in Forbearance 34 $ 22,706 2.2 % 527 $ 165,936 15.9 % The commercial real estate loans remaining in deferral at September 30, 2020 include five hotel loans totaling $10.3 million and the construction loan is a retail project. The loans are scheduled to exit their deferral period in the fourth quarter. 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 18 loans totaling $3.6 million at September 30, 2020 and 16 loans totaling $3.0 million at December 31, 2019, respectively. During the nine months ended September 30, 2020, there was one residential real estate loan modified in a TDR totaling $60,000 that paid off. During the nine months ended September 30, 2019, one residential real estate loan modified in a TDR totaling $851,000 paid off. No TDRs subsequently defaulted during the three and nine months ended September 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 nine months ended September 30, 2020 and 2019. Three Months Ended September 30, 2020 Number of Contracts Pre- Modification Outstanding Recorded Investment Post- Modification Outstanding Recorded Investment Related Allowance (Dollars in thousands) Real Estate: Commercial 1 $ 504 $ 519 $ — Commercial and Industrial 1 38 38 — Total 2 $ 542 $ 557 $ — Nine Months Ended September 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 $ — Commercial 1 504 519 — Commercial and Industrial 1 38 38 — Total 3 $ 776 $ 791 $ — 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 $ 10 $ 10 $ — Total 1 $ 10 10 $ — Nine Months Ended September 30, 2019 Number of Contracts Pre- Modification Outstanding Recorded Investment Post- Modification Outstanding Recorded Investment Related Allowance (Dollars in thousands) Real Estate: Residential 2 $ 71 $ 71 $ — Commercial and Industrial 1 114 114 — Total 3 $ 185 $ 185 $ — The following table presents a summary of the loans considered to be impaired as of the dates indicated. September 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 $ 1,216 $ — $ 1,220 $ 1,220 $ 34 Commercial 20,896 — 20,916 25,193 811 Construction 641 — 641 766 21 Commercial and Industrial 881 — 1,069 936 6 Total With No Related Allowance Recorded $ 23,634 $ — $ 23,846 $ 28,115 $ 872 With A Related Allowance Recorded: Real Estate: Commercial $ 9,498 $ 2,248 $ 9,528 $ 9,610 $ 291 Commercial and Industrial 1,528 607 1,528 1,609 45 Total With A Related Allowance Recorded $ 11,026 $ 2,855 $ 11,056 $ 11,219 $ 336 Total Impaired Loans: Real Estate: Residential $ 1,216 $ — $ 1,220 $ 1,220 $ 34 Commercial 30,394 2,248 30,444 34,803 1,102 Construction 641 — 641 766 21 Commercial and Industrial 2,409 607 2,597 2,545 51 Total Impaired Loans $ 34,660 $ 2,855 $ 34,902 $ 39,334 $ 1,208 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 $26.9 million increase in recorded investment of loans evaluated for impairment, primarily in the commercial real estate category, is mainly due to evaluating the hotel portfolio for potential impairment. $16.1 million of hotel loans were evaluated for impairment and determined to not require specific reserves. Two hotel loans with a total principal balance of $7.9 million were determined to be impaired due to insufficient cash flows and occupancy rates. The following tables present 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) June 30, 2020 $ 2,688 $ 5,160 $ 820 $ 1,566 $ 1,714 $ — $ 700 $ 12,648 Charge-offs (11) — — — (103) — — (114) Recoveries 1 1 — 6 38 — — 46 Provision (506) 1,711 71 170 (290) — 44 1,200 September 30, 2020 $ 2,172 $ 6,872 $ 891 $ 1,742 $ 1,359 $ — $ 744 $ 13,780 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 (36) — — — (239) — — (275) Recoveries 5 28 — 21 134 — — 188 Provision 180 3,634 606 (691) 47 — 224 4,000 September 30, 2020 $ 2,172 $ 6,872 $ 891 $ 1,742 $ 1,359 $ — $ 744 $ 13,780 September 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 $ — $ 2,248 $ — $ 607 $ — $ — $ — $ 2,855 Collectively Evaluated for Potential Impairment $ 2,172 $ 4,624 $ 891 $ 1,135 $ 1,359 $ — $ 744 $ 10,925 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) June 30, 2019 $ 1,096 $ 3,446 $ 488 $ 2,718 $ 1,500 $ — $ 443 $ 9,691 Charge-offs (28) — — (16) (165) — — (209) Recoveries 1 35 — 5 52 — — 93 Provision 582 (508) 49 (278) 76 — 254 175 September 30, 2019 $ 1,651 $ 2,973 $ 537 $ 2,429 $ 1,463 $ — $ 697 $ 9,750 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 (71) — — (16) (451) — — (538) Recoveries 10 56 — 7 107 — — 180 Provision 662 224 142 (369) (220) — 111 550 September 30, 2019 $ 1,651 $ 2,973 $ 537 $ 2,429 $ 1,463 $ — $ 697 $ 9,750 September 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 $ — $ 300 $ — $ 503 $ — $ — $ — $ 803 Collectively Evaluated for Potential Impairment $ 1,651 $ 2,673 $ 537 $ 1,926 $ 1,463 $ — $ 697 $ 8,947 The COVID-19 pandemic 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 in the current year for these circumstances. In addition, the Company has an exposure of hotel loans that have been greatly impacted by the COVID-19 pandemic and were evaluated for impairment in the current quarter. Two hotel loans with a total principal balance of $7.9 million were determined to be impaired due to insufficient cash flows and occupancy rates. The combination of these factors primarily resulted in a $1.2 million provision for loan losses for the three months ended September 30, 2020 and $4.0 million provision for loan losses for the nine months ended September 30, 2020. 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. Accretable Discount (Dollars in Thousands) December 31, 2019 $ 1,628 Accretable Yield (293) September 30, 2020 $ 1,335 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. September 30, 2020 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Total (Dollars in thousands) Individually Evaluated for Impairment $ 1,216 $ 30,394 $ 641 $ 2,409 $ — $ — $ 34,660 Collectively Evaluated for Potential Impairment 342,739 323,510 68,537 141,906 117,364 22,169 1,016,225 Total Loans $ 343,955 $ 353,904 $ 69,178 $ 144,315 $ 117,364 $ 22,169 $ 1,050,885 At September 30, 2020, commercial and industrial contains $71.0 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 |