LOANS | LOANS Portfolio Segments and Classes The composition of loans, excluding loans held for sale, is summarized as follows: March 31, 2024 December 31, 2023 Amount % of Amount % of Real estate mortgages: Construction and development $ 252,934 12.8% $ 242,960 12.9% Residential 238,702 12.1% 224,603 11.9% Commercial 1,182,634 60.0% 1,144,867 60.5% Commercial and industrial 288,701 14.7% 269,961 14.3% Consumer and other 8,425 0.4% 8,286 0.4% Gross Loans 1,971,396 100.0% 1,890,677 100.0% Deferred loan fees (6,247) (6,169) Allowance for credit losses (25,144) (24,378) Loans, net $ 1,940,005 $ 1,860,130 For purposes of the disclosures required pursuant to ASC 310, the loan portfolio was disaggregated into segments and then further disaggregated into classes for certain disclosures. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. There are three loan portfolio segments that include real estate, commercial and industrial, and consumer and other. A class is generally determined based on the initial measurement attribute, risk characteristic of the loan, and an entity’s method for monitoring and assessing credit risk. Commercial and industrial is a separate commercial loan class. Classes within the real estate portfolio segment include construction and development, residential mortgages, and commercial mortgages. Consumer loans and other are a class in itself. The following describe risk characteristics relevant to each of the portfolio segments and classes: Real estate - As discussed below, the Company offers various types of real estate loan products. All loans within this portfolio segment are particularly sensitive to the valuation of real estate: • Loans for real estate construction and development are repaid through cash flow related to the operations, sale or refinance of the underlying property. This portfolio class includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of the real estate or income generated from the real estate collateral. • Residential mortgages include 1-4 family first mortgage loans which are repaid by various means such as a borrower’s income, sale of the property, or rental income derived from the property. Also included in residential mortgages are real estate loans secured by farmland, second liens, or open end real estate loans, such as home equity lines. These loans are typically repaid in the same means as 1-4 family first mortgages. • Commercial real estate mortgage loans include both owner-occupied commercial real estate loans and other commercial real estate loans such as commercial loans secured by income producing properties. Owner-occupied commercial real estate loans made to operating businesses are long-term financing of land and buildings and are repaid by cash flows generated from business operations. Real estate loans for income-producing properties such as apartment buildings, hotels, office and industrial buildings, and retail shopping centers are repaid by cash flows from rent income derived from the properties. Commercial and industrial - The commercial loan portfolio segment includes commercial and industrial loans. These loans include those loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, leases, or expansion projects. Loans are repaid by business cash flows. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrower, particularly cash flows from the borrowers’ business operations. Portfolio Segments and Classes (Continued) Consumer and other - The consumer loan portfolio segment includes direct consumer installment loans, overdrafts and other revolving credit loans. Loans in this portfolio are sensitive to unemployment and other key consumer economic measures which affects borrowers’ incomes and cash for repayment. Credit Risk Management The Chief Credit Officer, Officers Loan Committee and Directors Loan Committee are each involved in the credit risk management process and assess the accuracy of risk ratings, the quality of the portfolio and the estimation of inherent credit losses in the loan portfolio. This comprehensive process also assists in the prompt identification of problem credits. The Company has taken a number of measures to manage the portfolios and reduce risk, particularly in the more problematic portfolios. The Company employs a credit risk management process with defined policies, accountability and routine reporting to manage credit risk in the loan portfolio segments. Credit risk management is guided by a comprehensive Loan Policy that provides for a consistent and prudent approach to underwriting and approvals of credits. Within the Board approved Loan Policy, procedures exist that elevate the approval requirements as credits become larger and more complex. All loans are individually underwritten, risk-rated, approved, and monitored. Responsibility and accountability for adherence to underwriting policies and accurate risk ratings lies in each portfolio segment. For the consumer portfolio segment, the risk management process focuses on managing customers who become delinquent in their payments. For the commercial and real estate portfolio segments, the risk management process focuses on underwriting new business and, on an ongoing basis, monitoring the credit of the portfolios. To ensure problem credits are identified on a timely basis, several specific portfolio reviews occur each year to assess the larger adversely rated credits for proper risk rating and accrual status. Credit quality and trends in the loan portfolio segments are measured and monitored regularly. Detailed reports, by product, collateral, accrual status, etc., are reviewed by the Chief Credit Officer and reported to the Board of Directors. A description of the general characteristics of the risk categories used by the Company is as follows: • Pass - A pass loan is a strong credit with no existing or known potential weaknesses deserving of management’s close attention. • Special Mention - A loan that has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution's credit position at some future date. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. • Substandard - Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. • Doubtful - Loans classified Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable. • Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future. Credit Risk Management (Continued) The following tables summarizes the risk category of the Company’s loan portfolio based upon the most recent analysis on the year of origination as of March 31, 2024: 2024 2023 2022 2021 2020 Prior Revolving Loans Total Real Estate Mortgages: Construction and development Pass $ 13,948 $ 52,983 $ 140,428 $ 26,016 $ 1,735 $ 6,875 $ 6,530 $ 248,515 Special Mention — — — — — 4,419 — 4,419 Substandard — — — — — — — — Doubtful — — — — — — — — Total 13,948 52,983 140,428 26,016 1,735 11,294 6,530 252,934 Current period gross write-off — — — — — — — — Residential Pass 15,864 50,403 56,688 21,604 41,520 18,535 33,602 238,216 Special Mention — 81 — — — — 53 134 Substandard — — 114 — — 184 54 352 Doubtful — — — — — — — — Total 15,864 50,484 56,802 21,604 41,520 18,719 33,709 238,702 Current period gross write-off — — — — — 11 — 11 Commercial Pass 31,761 231,255 331,937 268,060 97,495 184,663 15,218 1,160,389 Special Mention 124 — 102 1,172 2,597 1,708 330 6,033 Substandard — 658 578 7,803 — 7,173 — 16,212 Doubtful — — — — — — — — Total 31,885 231,913 332,617 277,035 100,092 193,544 15,548 1,182,634 Current period gross write-off — — — 27 — — — 27 Commercial and industrial Pass 16,856 68,317 49,159 18,633 19,455 11,138 94,811 278,369 Special Mention 736 43 — 329 2,632 158 4,089 7,987 Substandard 9 47 768 15 — 210 1,296 2,345 Doubtful — — — — — — — — Total 17,601 68,407 49,927 18,977 22,087 11,506 100,196 288,701 Current period gross write-off — — 442 — — — — 442 Consumer and other Pass 1,445 1,809 952 173 58 1,286 2,695 8,418 Special Mention — — — — — — — — Substandard — — — 7 — — — 7 Doubtful — — — — — — — — Total 1,445 1,809 952 180 58 1,286 2,695 8,425 Current period gross write-off — 15 — — — — — 15 Gross Loans Pass 79,874 404,767 579,164 334,486 160,263 222,497 152,856 1,933,907 Special Mention 860 124 102 1,501 5,229 6,285 4,472 18,573 Substandard 9 705 1,460 7,825 — 7,567 1,350 18,916 Doubtful — — — — — — — — Total $ 80,743 $ 405,596 $ 580,726 $ 343,812 $ 165,492 $ 236,349 $ 158,678 $ 1,971,396 Current period gross write-off $ — $ 15 $ 442 $ 27 $ — $ 11 $ — $ 495 Credit Risk Management (Continued) The following tables summarizes the risk category of the Company’s loan portfolio based upon the most recent analysis on the year of origination as of December 31, 2023: 2023 2022 2021 2020 2019 Prior Revolving Loans Total Real Estate Mortgages: Construction and development Pass $ 48,141 $ 139,291 $ 39,679 $ 1,721 $ 1,969 $ 5,214 $ 2,516 $ 238,531 Special Mention — — — — — 4,429 — 4,429 Substandard — — — — — — — — Doubtful — — — — — — — — Total 48,141 139,291 39,679 1,721 1,969 9,643 2,516 242,960 Current period gross write-off — — — — — — 3 3 Residential Pass 51,135 54,610 23,808 42,071 6,496 12,883 33,132 224,135 Special Mention 81 — — — — — — 81 Substandard — 118 — — 153 62 54 387 Doubtful — — — — — — — — Total 51,216 54,728 23,808 42,071 6,649 12,945 33,186 224,603 Current period gross write-off — — — — — — — — Commercial Pass 232,834 328,006 256,007 99,067 63,906 125,007 14,685 1,119,512 Special Mention — 350 2,840 2,623 414 4,490 — 10,717 Substandard 660 432 7,811 — — 5,735 — 14,638 Doubtful — — — — — — — — Total 233,494 328,788 266,658 101,690 64,320 135,232 14,685 1,144,867 Current period gross write-off — — — — — — — — Commercial and industrial Pass 68,482 51,368 20,626 21,390 4,758 7,257 88,074 261,955 Special Mention 126 — — 2,711 172 — 1,873 4,882 Substandard — 1,210 20 — 219 — 1,675 3,124 Doubtful — — — — — — — — Total 68,608 52,578 20,646 24,101 5,149 7,257 91,622 269,961 Current period gross write-off 424 51 167 44 — — — 686 Consumer and other Pass 2,291 1,111 292 149 316 1,275 2,852 8,286 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total 2,291 1,111 292 149 316 1,275 2,852 8,286 Current period gross write-off — 6 2 — — — — 8 Gross Loans Pass 402,883 574,386 340,412 164,398 77,445 151,636 141,259 1,852,419 Special Mention 207 350 2,840 5,334 586 8,919 1,873 20,109 Substandard 660 1,760 7,831 — 372 5,797 1,729 18,149 Doubtful — — — — — — — — Total $ 403,750 $ 576,496 $ 351,083 $ 169,732 $ 78,403 $ 166,352 $ 144,861 $ 1,890,677 Current period gross write-off $ 424 $ 57 $ 169 $ 44 $ — $ — $ 3 $ 697 Credit Risk Management (Continued) Collateral Dependent Loans The Company classifies a loan as collateral dependent when the borrower is experiencing financial difficulty, and expected repayment is to be provided substantially through the operation or sale of collateral . The following tables summarize collateral dependent loans, which are individually evaluated to determine expected credit losses, as of March 31, 2024 and December 31, 2023: Real Estate Other Total ACL As of March 31, 2024 Real estate mortgages: Construction and development $ 205 $ — $ 205 $ 29 Residential 967 — 967 67 Commercial 17,093 — 17,093 769 Commercial and industrial — 2,352 2,352 404 Consumer and other — 17 17 — Total $ 18,265 $ 2,369 $ 20,634 $ 1,269 Real Estate Other Total ACL As of December 31, 2023 Real estate mortgages: Construction and development $ 210 $ — $ 210 $ 31 Residential 980 — 980 72 Commercial 15,514 — 15,514 162 Commercial and industrial — 3,131 3,131 1,100 Consumer and other — 11 11 1 Total $ 16,704 $ 3,142 $ 19,846 $ 1,366 Past Due Loans A loan is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan agreement. Generally, management places a loan on nonaccrual when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due. The following tables present the aging of the recorded investment in loans and leases as of March 31, 2024 and December 31, 2023: Past Due Status (Accruing Loans) Current 30-59 Days 60-89 Days 90+ Days Total Past Due Nonaccrual with ACL Nonaccrual without ACL Total As of March 31, 2024 Real estate mortgages: Construction and development $ 252,934 $ — $ — $ — $ — $ — $ — $ 252,934 Residential 237,530 773 153 — 926 23 223 238,702 Commercial 1,179,342 827 43 — 870 2,024 398 1,182,634 Commercial and industrial 287,690 191 42 — 233 778 — 288,701 Consumer and other 8,425 — — — — — — 8,425 Total $ 1,965,921 $ 1,791 $ 238 $ — $ 2,029 $ 2,825 $ 621 $ 1,971,396 As of December 31, 2023 Real estate mortgages: Construction and development $ 242,315 $ 591 $ 54 $ — $ 645 $ — $ — $ 242,960 Residential 223,195 1,106 — 51 1,157 23 228 224,603 Commercial 1,140,587 3,245 160 109 3,514 324 442 1,144,867 Commercial and industrial 269,598 265 98 — 363 — — 269,961 Consumer and other 8,259 17 10 — 27 — — 8,286 Total $ 1,883,954 $ 5,224 $ 322 $ 160 $ 5,706 $ 347 $ 670 $ 1,890,677 The Company recognized $49 and $11 of interest income on nonaccrual loans during the three months ended March 31, 2024, and March 31, 2023, respectively. Allowance for Credit Losses The following tables detail activity in the allowance for credit losses by portfolio segment as of March 31, 2024 and March 31, 2023. As described in Note 1, the Company adopted ASU 2016-13 on January 1, 2023, which replaced the existing incurred loss methodology with an expected credit loss methodology (referred to as CECL). Under the incurred loss methodology, reserves for credit losses were recognized only when the losses were probable or had been incurred; under CECL, the Company is required to recognize the full amount of expected credit losses for the lifetime of the loan, based on historical experience, current conditions and reasonable and supportable forecasts. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. We maintain an allowance for credit losses on unfunded loan commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance for credit losses is computed using a methodology similar to that used to determine the allowance for credit losses for loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the consolidated balance sheet within other liabilities, wh ile corresponding provision for these credit losses is recorded as a component of other operating expense. The allowance for credit losses on unfunded commitments as the result of the adoption of ASC 326 was $1,285. At March 31, 2024 , $ 1,288 in allowance for credit losses on unfunded commitments was included in other liabilities on the consolidated balance sheets. Real Estate Commercial Consumer Total Allowance for credit losses: Balance at December 31, 2023 $ 19,826 $ 4,466 $ 86 $ 24,378 Provision (credit) for credit losses 1,173 48 15 1,236 Loans charged off (38) (442) (15) (495) Recoveries of loans previously charged off 8 16 1 25 Ending balance at March 31, 2024 $ 20,969 $ 4,088 $ 87 $ 25,144 Real Estate Commercial Consumer Total Allowance for credit losses: Balance at December 31, 2022 $ 14,443 $ 5,642 $ 71 $ 20,156 Impact of adoption of ASC 326 (1,164) (120) (1) (1,285) Provision (credit) for credit losses 2,348 (1,208) 41 1,181 Loans charged off — (218) (6) (224) Recoveries of loans previously charged off 11 14 2 27 Ending balance at March 31, 2023 $ 15,638 $ 4,110 $ 107 $ 19,855 Modifications to Borrowers Experiencing Financial Difficulty On January 1, 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” This standard eliminated the previous accounting guidance for troubled debt restructurings and added additional disclosure requirements for gross charge offs by year of origination. It also prescribes guidance for reporting modifications of loans to borrowers experiencing financial difficulty. From time to time, we may modify certain loans to borrowers who are experiencing financial difficulty. In some cases, these modifications may result in new loans. Loan modifications to borrowers experiencing financial difficulty may be in the form of a principal forgiveness, an interest rate reduction, a payment delay, a term extension, or a combination thereof, among other things. The table below details the amortized cost basis at the end of the reporting period for loans made to borrowers experiencing financial difficulty that were modified during the three months ended March 31, 2024. Three Months Ended March 31, 2024 Term Extension Term Extension and Rate Adjustment Total Percentage of Total Loans Real estate mortgages: Construction and development $ — $ — $ — — % Residential — — — — % Commercial — — — — % Commercial and industrial — — — — % Consumer and other — — — — % Total $ — $ — $ — — % The Company had no modified loans during the three months ended March 31, 2024 that subsequently defaulted. For purposes of this disclosure, the term default is defined as the earlier of being placed on nonaccrual s tatus or reaching 90 days past due and still accruing with respect to principle and/or interest payments. The Company has no unfunded commitments to borrowers experiencing financial difficulty for which the Company has modified their loans as of March 31, 2024. The table below details the amortized cost basis at the end of the reporting period for loans made to borrowers experiencing financial difficulty that were modified during the year ended December 31, 2023. Modifications to Borrowers Experiencing Financial Difficulty (Continued) Year Ended December 31, 2023 Term Extension Term Extension and Rate Adjustment Total Percentage of Total Loans Real estate mortgages: Construction and development $ 89 $ 117 $ 206 — % Residential — — — — % Commercial — — — — % Commercial and industrial — — — — % Consumer and other — — — — % Total $ 89 $ 117 $ 206 — % The Company had no modified loans during the year ended December 31, 2023 that subsequently defaulted. For purposes of this disclosure, the term default is defined as the earlier of being placed on nonaccrual s tatus or reaching 90 days past due and still accruing with respect to principle and/or interest payments. The Company has no unfunded commitments to borrowers experiencing financial difficulty for which the Company has modified their loans as of December 31, 2023. |