LOANS AND ALLOWANCE FOR CREDIT LOSSES | 4. A summary of the balances of loans follows: June 30, December 31, 2024 2023 (in thousands) Commercial: Commercial real estate $ 2,380,881 $ 2,343,675 Commercial construction 233,926 208,443 Commercial and industrial 499,043 466,443 Total commercial loans 3,113,850 3,018,561 Residential real estate: One- to four-family 1,519,123 1,513,554 Second mortgages and equity lines of credit 175,457 177,135 Residential real estate construction 12,831 18,132 Total residential real estate loans 1,707,411 1,708,821 Consumer loans: Auto 10,624 13,603 Personal 8,080 8,433 Total consumer loans 18,704 22,036 Total loans before basis adjustment 4,839,965 4,749,418 Basis adjustment associated with fair value hedge (1) (733) 893 Total loans 4,839,232 4,750,311 Allowance for credit losses on loans (49,139) (47,972) Loans, net $ 4,790,093 $ 4,702,339 (1) Note 10 - Derivatives The net unamortized deferred loan origination costs included in total loans and leases were $9.0 million and $8.5 million as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024 and December 31, 2023, the commercial and industrial loans includes $242,000 and $321,000, respectively, of SBA PPP loans and $9,000 and $36,000, respectively, of deferred fees on the PPP loans. PPP loans are fully guaranteed by the U.S. government. The Company has transferred a portion of its originated commercial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in the Company’s accompanying unaudited interim Consolidated Balance Sheets. The Company and participating lenders share ratably in cash flows and any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. The Company continues to service the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments to participating lenders, and disburses required escrow funds to relevant parties. At June 30, 2024 and December 31, 2023, the Company was servicing commercial loans for participants in the aggregate amounts of $424.0 million and $413.0 million, respectively. The following table presents the activity in the ACL on loans for the three and six months ended June 30, 2024 and 2023: Second Mortgages Residential Commercial Commercial Commercial One- to Four- and Equity Real Estate Real Estate Construction and Industrial Family Lines of Credit Construction Consumer Total (in thousands) Balance at March 31, 2024 $ 21,263 $ 5,322 $ 8,063 $ 12,035 $ 942 $ 331 $ 229 $ 48,185 Charge-offs — — (184) — — — (17) (201) Recoveries — — — 2 3 — 1 6 Provision 3,101 (1,589) 644 (1,334) 529 (127) (75) 1,149 Balance at June 30, 2024 $ 24,364 $ 3,733 $ 8,523 $ 10,703 $ 1,474 $ 204 $ 138 $ 49,139 Second Mortgages Residential Commercial Commercial Commercial One- to Four- and Equity Real Estate Real Estate Construction and Industrial Family Lines of Credit Construction Consumer Total (in thousands) Balance at December 31, 2023 $ 21,288 $ 4,824 $ 8,107 $ 12,101 $ 964 $ 418 $ 270 $ 47,972 Charge-offs — — (412) — — — (66) (478) Recoveries 100 — 46 2 6 — 4 158 Provision 2,976 (1,091) 782 (1,400) 504 (214) (70) 1,487 Balance at June 30, 2024 $ 24,364 $ 3,733 $ 8,523 $ 10,703 $ 1,474 $ 204 $ 138 $ 49,139 Second Mortgages Residential Commercial Commercial Commercial One- to Four- and Equity Real Estate Real Estate Construction and Industrial Family Lines of Credit Construction Consumer Total (in thousands) Balance at March 31, 2023 $ 20,942 $ 5,057 $ 7,484 $ 11,508 $ 967 $ 755 $ 281 $ 46,994 Charge-offs (2,918) — (28) — — — (42) (2,988) Recoveries 1 — 275 1 36 — 4 317 Provision 2,574 316 19 676 9 (125) 29 3,498 Balance at June 30, 2023 $ 20,599 $ 5,373 $ 7,750 $ 12,185 $ 1,012 $ 630 $ 272 $ 47,821 Second Mortgages Residential Commercial Commercial Commercial One- to Four- and Equity Real Estate Real Estate Construction and Industrial Family Lines of Credit Construction Consumer Total (in thousands) Balance at December 31, 2022 $ 20,357 $ 4,645 $ 7,236 $ 11,532 $ 924 $ 280 $ 262 $ 45,236 Charge-offs (2,918) — (35) — — — (49) (3,002) Recoveries 2 — 275 2 43 — 20 342 Provision 3,158 728 274 651 45 350 39 5,245 Balance at June 30, 2023 $ 20,599 $ 5,373 $ 7,750 $ 12,185 $ 1,012 $ 630 $ 272 $ 47,821 As of June 30, 2024, the carrying value of individually analyzed loans amounted to $9.7 million, with a related allowance of $121,000, and $9.7 million of individually analyzed loans were considered collateral-dependent. As of December 31, 2023, the carrying value of individually analyzed loans amounted to $17.5 million, with a related allowance of $108,000, and $17.3 million were considered collateral-dependent. For collateral-dependent loans where Management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. The following table presents the carrying value of collateral-dependent individually analyzed loans as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Related Related Carrying Value Allowance Carrying Value Allowance (in thousands) Commercial: Commercial real estate $ — $ — $ 7,416 $ 5 Commercial and industrial 1,773 121 1,793 101 Commercial construction — — — — Total Commercial 1,773 121 9,209 106 Residential real estate 7,949 — 8,054 — Total $ 9,722 $ 121 $ 17,263 $ 106 The following is a summary of past due and non-accrual loans at June 30, 2024 and December 31, 2023: 90 Days 30-59 Days 60-89 Days or More Total Loans on Past Due Past Due Past Due Past Due Non-accrual (in thousands) June 30, 2024 Commercial real estate $ 60 $ — $ — $ 60 $ — Commercial construction — — — — — Commercial and industrial 29 139 1,333 1,501 1,773 Residential real estate: One- to four-family 5,442 2,067 3,018 10,527 7,087 Second mortgages and equity lines of credit 437 99 164 700 862 Consumer: Auto 58 46 — 104 — Personal 27 30 41 98 44 Total $ 6,053 $ 2,381 $ 4,556 $ 12,990 $ 9,766 December 31, 2023 Commercial real estate $ — $ — $ 5,751 $ 5,751 $ 7,416 Commercial construction — — — — — Commercial and industrial 247 166 1,332 1,745 1,791 Residential real estate: One- to four-family 4,704 2,413 4,418 11,535 7,785 Second mortgages and equity lines of credit 164 130 57 351 473 Consumer: Auto 96 69 4 169 4 Personal 16 5 31 52 44 Total $ 5,227 $ 2,783 $ 11,593 $ 19,603 $ 17,513 At June 30, 2024 and December 31, 2023, there were no loans past due 90 days or more and still accruing. Loan Modifications to Borrowers Experiencing Financial Difficulty The Bank will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss and comply with regulations regarding bankruptcy and discharge situations. Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. The following table presents the amortized cost basis of loans at June 30, 2024 that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2024, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below: Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Total Class Total Class Term Interest Rate of Financing Term Interest Rate of Financing Extension Reduction Receivable Extension Reduction Receivable (in thousands) (in thousands) Commercial real estate $ — $ 15,275 0.64 % $ — $ 15,275 0.64 % Commercial and industrial 54 — 0.01 54 — 0.01 Total $ 54 $ 15,275 $ 54 $ 15,275 The financial effect of the modifications to loans in the commercial real estate category was a reduced weighted-average contractual rate from 5.6% to 4% and the financial effect of the modification to the loan in the commercial and industrial category was an additional 7.7 years to the life of the loan. There were no material loan modifications based on borrower financial difficulty during the three and six months ended June 30, 2023. The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. As of June 30, 2024, modified loans to borrowers experiencing financial difficulty had a current payment status. During the three and six months ended June 30, 2024 and 2023, there were no loans to borrowers experiencing financial difficulty that had a payment default and were modified in the twelve months prior to that default. Default is determined at 90 or more days past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance for credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off, and the allowance for credit losses is adjusted accordingly. Credit Quality Indicators Commercial The Company uses a ten-grade internal loan rating system for commercial real estate, commercial construction and commercial loans, as follows: Loans rated 1 – 6 are considered “pass”-rated loans with low to average risk. Loans rated 7 are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by Management. Loans rated 8 are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected. Loans rated 9 are considered “doubtful.” Loans classified as 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 existing facts, highly questionable and improbable. Loans rated 10 are considered “uncollectible” (loss), and of such little value that their continuance as loans is not warranted. Loans not rated consist primarily of certain smaller balance commercial real estate and commercial loans that are managed by exception. On an annual basis, or more often if needed, the Company formally reviews on a risk-adjusted basis, the ratings on substantially all commercial real estate, construction and commercial loans. Semi-annually, the Company engages an independent third party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. Residential and Consumer On a monthly basis, the Company reviews the residential construction, residential real estate, and consumer installment portfolios for credit quality primarily through the use of delinquency reports. The following table summarizes the Company’s loan portfolio by credit quality indicator and loan portfolio segment as of June 30, 2024: Revolving Revolving Loans Loans Converted Term Loans at Amortized Cost by Origination Year Amortized to Term 2024 2023 2022 2021 2020 Prior Cost Loans Total (in thousands) As of June 30, 2024 Commercial real estate Pass $ 29,650 $ 146,426 $ 839,118 $ 453,903 $ 231,444 $ 609,795 $ — $ — $ 2,310,336 Special mention — 1,601 42,119 — 4,287 22,538 — — 70,545 Substandard — — — — — — — — — Doubtful — — — — — — — — — Total commercial real estate 29,650 148,027 881,237 453,903 235,731 632,333 — — 2,380,881 YTD gross charge-offs — — — — — — — — — Commercial and industrial Pass 36,438 71,938 54,003 89,518 67,315 90,537 86,090 — 495,839 Special mention — 92 298 160 21 914 — — 1,485 Substandard — 24 2 — — 341 54 — 421 Doubtful — — — — — 1,249 49 — 1,298 Total commercial and industrial 36,438 72,054 54,303 89,678 67,336 93,041 86,193 — 499,043 YTD gross charge-offs — 22 252 78 53 7 — — 412 Commercial construction Pass 643 56,527 91,176 68,810 — — 1,054 — 218,210 Special mention — 5,975 9,741 — — — — — 15,716 Substandard — — — — — — — — — Doubtful — — — — — — — — — Total commercial construction 643 62,502 100,917 68,810 — — 1,054 — 233,926 YTD gross charge-offs — — — — — — — — — Residential real estate Accrual 49,341 132,666 426,068 464,100 196,785 263,245 165,811 1,446 1,699,462 Non-accrual 115 — — 490 127 6,585 625 7 7,949 Total residential real estate 49,456 132,666 426,068 464,590 196,912 269,830 166,436 1,453 1,707,411 YTD gross charge-offs — — — — — — — — — Consumer Accrual 4,237 5,026 4,317 1,663 605 1,833 979 — 18,660 Non-accrual — 26 12 — 4 1 1 — 44 Total Consumer 4,237 5,052 4,329 1,663 609 1,834 980 — 18,704 YTD gross charge-offs — 25 5 19 4 13 — — 66 Total loans before basis adjustment $ 120,424 $ 420,301 $ 1,466,854 $ 1,078,644 $ 500,588 $ 997,038 $ 254,663 $ 1,453 $ 4,839,965 Total YTD gross charge-offs $ — $ 47 $ 257 $ 97 $ 57 $ 20 $ — $ — $ 478 The following table summarizes the Company’s loan portfolio by credit quality indicator and loan portfolio segment as of December 31, 2023: Revolving Revolving Loans Loans Converted Term Loans at Amortized Cost by Origination Year Amortized to Term 2023 2022 2021 2020 2019 Prior Cost Loans Total (in thousands) As of December 31, 2023 Commercial real estate Pass $ 152,047 $ 828,335 $ 455,996 $ 234,585 $ 233,713 $ 405,103 $ — $ — $ 2,309,779 Special mention — 10,971 — 4,300 8,977 2,232 — — 26,480 Substandard — — — — — 1,670 — — 1,670 Doubtful — — — — — 5,746 — — 5,746 Total commercial real estate 152,047 839,306 455,996 238,885 242,690 414,751 — — 2,343,675 YTD gross charge-offs — — — — — 4,171 — — 4,171 Commercial and industrial Pass 73,240 52,190 94,570 70,565 22,988 75,493 74,125 — 463,171 Special mention — 454 4 23 2 948 50 — 1,481 Substandard — 52 8 — — 367 18 — 445 Doubtful — — — — — 1,297 49 — 1,346 Total commercial and industrial 73,240 52,696 94,582 70,588 22,990 78,105 74,242 — 466,443 YTD gross charge-offs 24 113 14 5 8 2 — — 166 Commercial construction Pass 35,181 109,291 60,113 843 — — 425 — 205,853 Special mention — 2,590 — — — — — — 2,590 Substandard — — — — — — — — — Doubtful — — — — — — — — — Total commercial construction 35,181 111,881 60,113 843 — — 425 — 208,443 YTD gross charge-offs — — — — — — — — — Residential real estate Accrual 138,541 434,421 480,010 202,118 38,675 239,185 166,144 1,469 1,700,563 Non-accrual — — — 127 956 6,959 216 — 8,258 Total residential real estate 138,541 434,421 480,010 202,245 39,631 246,144 166,360 1,469 1,708,821 YTD gross charge-offs — — — — — — — — — Consumer Accrual 8,218 5,366 2,254 1,021 3,135 963 1,031 — 21,988 Non-accrual 14 18 5 — 2 4 5 — 48 Total Consumer 8,232 5,384 2,259 1,021 3,137 967 1,036 — 22,036 YTD gross charge-offs 7 16 4 15 18 29 — — 89 Total loans $ 407,241 $ 1,443,688 $ 1,092,960 $ 513,582 $ 308,448 $ 739,967 $ 242,063 $ 1,469 $ 4,749,418 Total YTD gross charge-offs $ 31 $ 129 $ 18 $ 20 $ 26 $ 4,202 $ — $ — $ 4,426 |