Loans and the Allowance for Credit Losses | 8 . LOANS AND THE ALLOWANCE FOR CREDIT LOSSES The Company’s lending activities are conducted primarily in Eastern Massachusetts and Southern New Hampshire. The Company grants single- and multi-family residential loans, commercial & industrial (“C&I”), commercial real estate (“CRE”), construction loans, and a variety of consumer loans. Most of the loans granted by the Company are secured by real estate collateral. Repayment of the Company’s residential loans are generally dependent on the health of the employment market in the borrowers’ geographic areas and that of the general economy with liquidation of the underlying real estate collateral being typically viewed as the primary source of repayment in the event of borrower default. The repayment of C&I loans depends primarily on the cash flow and credit worthiness of the borrower and secondarily on the underlying collateral provided by the borrower. As borrower cash flow may be difficult to predict, liquidation of the underlying collateral securing these loans is typically viewed as the primary source of repayment in the event of borrower default. However, collateral typically consists of equipment, inventory, accounts receivable, or other business assets that may fluctuate in value, so the liquidation of collateral in the event of default is often an insufficient source of repayment. The Company’s CRE loans are primarily made based on the cash flow from the collateral property and secondarily on the underlying collateral provided by the borrower, with liquidation of the underlying real estate collateral typically being viewed as the primary source of repayment in the event of borrower default. The Company’s construction loans are primarily made based on the borrower’s expected ability to execute and the future completed value of the collateral property, with sale of the underlying real estate collateral typically being viewed as the primary source of repayment. Loans outstanding are detailed by category as follows: June 30, 2020 December 31, 2019 (dollars in thousands) Residential mortgage Mortgages - fixed rate $ 535,633 $ 430,877 Mortgages - adjustable rate 775,475 467,139 Construction 37,366 17,374 Deferred costs net of unearned fees 2,834 2,176 Total residential mortgages 1,351,308 917,566 Commercial mortgage Mortgages - non-owner occupied 1,073,856 870,047 Mortgages - owner occupied 150,040 114,095 Construction 188,433 76,288 Deferred costs net of unearned fees 1,098 144 Total commercial mortgages 1,413,427 1,060,574 Home equity Home equity - lines of credit 110,014 73,880 Home equity - term loans 5,806 6,555 Deferred costs net of unearned fees 247 240 Total home equity 116,067 80,675 Commercial & industrial Commercial & industrial 418,455 133,337 Unearned fees, net of deferred costs (4,212 ) (101 ) Total commercial & industrial 414,243 133,236 Consumer Secured 36,941 33,453 Unsecured 877 1,199 Deferred costs net of unearned fees 21 25 Total consumer 37,839 34,677 Total loans $ 3,332,884 $ 2,226,728 Directors and officers of the Company and their associates are customers of, and have other transactions with, the Company in the normal course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features. Asset Quality The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. As a general rule, loans more than 90 days past due with respect to principal or interest are classified as nonaccrual loans. The Company also may use discretion regarding other loans over 90 days delinquent if the loan is well secured and/or in process of collection. The following tables set forth information regarding non-performing loans disaggregated by loan category: June 30, 2020 . Residential Mortgages Commercial Mortgages Home Equity Commercial & Industrial Total (dollars in thousands) Non-performing loans: Non-accrual loans $ 3,284 $ 4,752 $ 12 $ 52 $ 8,100 Loans past due >90 days, but still accruing 1,536 353 — — 1,889 Troubled debt restructurings 137 — — 125 262 Total $ 4,957 $ 5,105 $ 12 $ 177 $ 10,251 December 31, 2019 Residential Mortgages Commercial Mortgages Home Equity Commercial & Industrial Total (dollars in thousands) Non-performing loans: Non-accrual loans $ 1,298 $ 2,800 $ 12 $ 50 $ 4,160 Loans past due >90 days, but still accruing 527 486 — 251 1,264 Troubled debt restructurings 99 — — 128 227 Total $ 1,924 $ 3,286 $ 12 $ 429 $ 5,651 It is the Company’s policy to reverse any accrued interest when a loan is put on nonaccrual status, as such the Company did not record any interest income on nonaccrual loans during the three and six months ended June 30, 2020. Troubled Debt Restructurings (“TDRs”) Loans are considered restructured in a troubled debt restructuring when the Company has granted concessions to a borrower due to the borrower’s financial condition that it otherwise would not have considered. These concessions may include modifications of the terms of the debt such as deferral of payments, extension of maturity, reduction of principal balance, reduction of the stated interest rate other than normal market rate adjustments, or a combination of these concessions. Debt may be bifurcated with separate terms for each tranche of the restructured debt. Restructuring a loan in lieu of aggressively enforcing the collection of the loan may benefit the Company by increasing the ultimate probability of collection. Restructured loans are classified as accruing or non-accruing based on management’s assessment of the collectability of the loan. Loans which are already on nonaccrual status at the time of the restructuring generally remain on nonaccrual status for approximately six months or longer before management considers such loans for return to accruing status. Accruing restructured loans are placed into nonaccrual status if and when the borrower fails to comply with the restructured terms and management deems it unlikely that the borrower will return to a status of compliance in the near term. TDRs are individually evaluated for credit losses. There were no new TDRs during the three and six months ended June 30, 2020. At June 30, 2020, three loans were determined to be TDRs with a total carrying value of $262,000. There were no TDR defaults during the three and six months ended June 30, 2020. The allowance for credit losses includes a reserve for these TDRs of approximately $91,000 as of June 30, 2020. During the year ended December 31, 2019, the Company modified one loan with a carrying value of $128,000. December 31, 2019, three loans were determined to be TDRs with a total carrying value of $227,000. There were no TDR defaults during the year ended December 31, 2019. The allowance for loan losses includes a specific reserve for these TDRs of approximately $87,000 as of December 31, 2019. As of June 30, 2020 and December 31, 2019, there were no significant commitments to lend additional funds to borrowers whose loans were restructured. In response to the national pandemic (“COVID-19”) and its economic impact to customers, a short-term modification program that complies with the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was implemented to provide temporary payment relief to those borrowers directly impacted by COVID-19. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date. Under recently issued guidance, provided these loans were current as of either year end or the date of the modification, these loans are not considered TDR loans at June 30, 2020 June 30, 2020, the Company had $174.6 million of loans in deferral. Purchased Credit Deteriorated Loans As part of the Wellesley merger, the Company has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans was $19.4 million at June 30, 2020 . Under Topic 326, when loans are purchased with evidence of more than insignificant deterioration of credit, they are accounted for as PCD loans. PCD loans acquired in a transaction are marked to fair value through goodwill and a mark on yield is recorded. These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the statement of income(loss). On June 1, 2020, the Company acquired PCD loans with a fair value of $18.6 million and total discount of $825,000. In connection with Topic 326, the fair value mark was reduced by $438,000, which represents the ACL amount recorded in connection with the merger with Wellesley. The outstanding balance at June 30, 2020 and related allowance on PCD loans is as follows: Loan Balance ACL Balance (dollars in thousands) Residential Mortgages $ 1,106 $ 35 Commercial Mortgages 16,850 380 Home Equity 112 — Commercial & Industrial 1,318 19 Total $ 19,386 $ 434 Loans by Credit Quality Indicator. The following tables contain period-end balances of loans receivable disaggregated by credit quality indicator: Credit Quality Indicator - by Origination Year as of June 30, 2020 2020 2019 2018 2017 2016 Prior Revolving loans amortized cost basis Total (in thousands) Residential: Current $ 198,574 $ 273,846 $ 220,751 $ 191,361 $ 125,926 $ 335,893 $ — $ 1,346,351 Non-performing — — 1,326 1,595 107 1,929 — 4,957 Total 198,574 273,846 222,077 192,956 126,033 337,822 — 1,351,308 Home equity: Current $ 2,455 $ 7,323 $ 11,597 $ 7,443 $ 2,564 $ 8,780 $ 75,893 $ 116,055 Non-performing — — — — — — 12 12 Total $ 2,455 $ 7,323 $ 11,597 $ 7,443 $ 2,564 $ 8,780 $ 75,905 $ 116,067 Consumer: Current $ 8,210 $ 9,443 $ 3,012 $ 3,042 $ 4,998 $ 8,558 $ 576 $ 37,839 Non-performing — — — — — — — — Total $ 8,210 $ 9,443 $ 3,012 $ 3,042 $ 4,998 $ 8,558 $ 576 $ 37,839 Credit Quality Indicator - by Origination Year as of June 30, 2020 2020 2019 2018 2017 2016 Prior Revolving loans amortized cost basis Revolving loans converted to term Total (in thousands) Commercial: Credit risk profile by internally assigned grade: 1-6 (Pass) $ 151,422 $ 424,598 $ 252,673 $ 128,003 $ 153,142 $ 288,586 $ — $ — $ 1,398,424 7 (Special Mention) — 161 581 1,643 88 10,048 — — 12,521 8 (Substandard) — 741 — — 220 847 — — 1,808 9 (Doubtful) — — — — — 674 — — 674 10 (Loss) — — — — — — — — — Total $ 151,422 $ 425,500 $ 253,254 $ 129,646 $ 153,450 $ 300,155 $ — $ — $ 1,413,427 Commercial & Industrial: Credit risk profile by internally assigned grade: 1-6 (Pass) $ 213,211 $ 60,282 $ 65,278 $ 21,345 $ 17,442 $ 14,100 $ 14,776 $ — $ 406,434 7 (Special Mention) 439 421 468 490 72 243 20 — 2,153 8 (Substandard) — 1,393 336 — 3,256 183 488 — 5,656 9 (Doubtful) — — — — — — — — — 10 (Loss) — — — — — — — — — Total $ 213,650 $ 62,096 $ 66,082 $ 21,835 $ 20,770 $ 14,526 $ 15,284 $ — $ 414,243 December 31, 2019 Residential Mortgages Home Equity Consumer (dollars in thousands) Credit risk profile based on payment activity: Performing $ 915,642 $ 80,663 $ 34,677 Non-performing 1,924 12 — Total $ 917,566 $ 80,675 $ 34,677 Commercial Mortgages Commercial & Industrial Credit risk profile by internally assigned grade: 1-6 (Pass) $ 1,050,037 $ 123,900 7 (Special Mention) 7,360 4,289 8 (Substandard) 3,177 5,047 9 (Doubtful) — — 10 (Loss) — — Total $ 1,060,574 $ 133,236 With respect to residential real estate mortgages, home equity, and consumer loans, the Company utilizes the following categories as indicators of credit quality: • Performing – These loans are accruing and are considered having low to moderate risk. • Non-performing – These loans have are on non-accrual, or are past due more than 90 days but are still accruing, or are restructured. These loans may contain greater than average risk. With respect to commercial real estate mortgages and commercial loans, the Company utilizes a 10 grade internal loan rating system as an indicator of credit quality. The grades are as follows: • Loans rated 1-6 (Pass) – These loans are considered “pass” rated with low to moderate risk. • Loans rated 7 (Special Mention) – These loans have potential weaknesses warranting close attention, which, if left uncorrected, may result in deterioration of the credit at some future date. • Loans rated 8 (Substandard) – These loans have well-defined weaknesses that jeopardize the orderly liquidation of the debt under the original loan terms. Loss potential exists but is not identifiable in any one customer. • Loans rated 9 (Doubtful) – These loans have pronounced weaknesses that make full collection highly questionable and improbable. • Loans rated 10 (Loss) – These loans are considered uncollectible and continuance as a bankable asset is not warranted. Delinquencies The past due status of a loan is determined in accordance with its contractual repayment terms. All loan types are reported past due when one scheduled payment is due and unpaid for 30 days or more. Loan delinquencies can be attributed to many factors, such as but not limited to, a continuing weakness in, or deteriorating, economic conditions in the region in which the collateral is located, the loss of a tenant or lower lease rates for commercial borrowers, or the loss of income for consumers and the resulting liquidity impacts on the borrowers. The following tables contain period-end balances of loans receivable disaggregated by past due status: June 30, 2020 30-59 Days 60-89 Days 90 Days or greater Total Past Due Current Loans Total Amortized Cost 90+ Days and Accruing (dollars in thousands) Residential Mortgages $ 4,061 $ 1,307 $ 3,337 $ 8,705 $ 1,342,603 $ 1,351,308 $ 1,536 Commercial Mortgages 718 — 3,976 4,694 1,408,733 1,413,427 353 Home Equity 12 269 — 281 115,786 116,067 — Commercial & Industrial 218 831 125 1,174 413,069 414,243 — Consumer loans 3 — — 3 37,836 37,839 — Total $ 5,012 $ 2,407 $ 7,438 $ 14,857 $ 3,318,027 $ 3,332,884 $ 1,889 December 31, 2019 30-59 Days Past Due 60-89 Days Past Due 90 Days or Greater Total Past Due Current Loans Total (dollars in thousands) Residential Mortgages $ 8,710 $ 1,089 $ 1,047 $ 10,846 $ 906,720 $ 917,566 Commercial Mortgages 811 — 3,161 3,972 1,056,602 1,060,574 Home Equity 57 12 — 69 80,606 80,675 Commercial & Industrial 272 226 251 749 132,487 133,236 Consumer loans 4 5 — 9 34,668 34,677 Total $ 9,854 $ 1,332 $ 4,459 $ 15,645 $ 2,211,083 $ 2,226,728 There were no significant commitments to lend additional funds to borrowers whose loans were on nonaccrual status at June 30, 2020 and December 31, 2019. Other Real Estate Owned (“OREO”) As of June 30, 2020 and December 31, 2019, the Company recorded other real estate owned assets of $2.0 million and $163,000, respectively. OREO consists of real estate properties, which have primarily served as collateral to secure loans that are controlled or owned by the Bank. These properties are recorded at fair value less estimated costs to sell at the date control is established, resulting in a new cost basis. The amount by which the recorded investment in the loan exceeds the fair value (net of estimated costs to sell) of the foreclosed asset is charged to the allowance for credit losses. Subsequent declines in the fair value of the foreclosed asset below the new cost basis are recorded through the use of a valuation allowance. Subsequent increases in the fair value are recorded as reductions in the valuation allowance, but not below zero. All costs incurred thereafter in maintaining the property are generally charged to noninterest expense. Foreclosure Proceedings As of June 30, 2020 and December 31, 2019, one loan secured by one- to four-family residential property amounting to $339,000 was in process of foreclosure. The foreclosure proceedings for the aforementioned loan are on hold due to the COVID-19 pandemic and bankruptcy proceedings. Allowance for Credit Losses The following table presents changes in the allowance for credit losses disaggregated by loan category: For the Three Months Ended June 30, 2020 Residential Mortgages Commercial Mortgages Home Equity Commercial & Industrial Consumer Unfunded Commitments Total (dollars in thousands) Allowance for credit loss: Allowance for credit losses - loan portfolio: Balance at March 31, 2020 $ 7,477 $ 10,881 $ 310 $ 946 $ 549 $ — $ 20,163 Provision for acquired loans 2,880 3,625 188 1,577 12 — 8,282 Initial allowance for PCD 35 382 — 20 — — 437 Charge-offs — (77 ) — (65 ) (16 ) — (158 ) Recoveries — — — 22 1 — 23 Provision for (Release of)-loan portfolio 1,488 3,256 154 439 (70 ) — 5,267 Allowance for credit losses - loan portfolio $ 11,880 $ 18,067 $ 652 $ 2,939 $ 476 $ — $ 34,014 Allowance for credit losses - unfunded commitments: Balance at March 31, 2020 $ — $ — $ — $ — $ — $ 283 $ 283 Acquired loan commitments — — — — — 356 356 Provision for - unfunded commitments — — — — — 525 525 Allowance for credit losses- unfunded commitments — — — — — 1,164 1,164 Total allowance for credit loss $ 11,880 $ 18,067 $ 652 $ 2,939 $ 476 $ 1,164 $ 35,178 For the Six Months Ended June 30, 2020 Residential Mortgages Commercial Mortgages Home Equity Commercial & Industrial Consumer Unfunded Commitments Total (dollars in thousands) Allowance for credit loss: Allowance for credit losses - loan portfolio: Balance at December 31, 2019 $ 5,141 $ 10,905 $ 461 $ 1,475 $ 198 $ — $ 18,180 Adoption of ASC 326 2,061 (1,447 ) (205 ) (492 ) 288 — 205 Provision of acquired loans 2,880 3,625 188 1,577 12 — 8,282 Initial allowance for PCD 35 382 — 20 — — 437 Charge-offs — (264 ) — (154 ) (30 ) — (448 ) Recoveries — — — 34 14 — 48 Provision for (Release of)-loan portfolio 1,763 4,866 208 479 (6 ) — 7,310 Allowance for credit losses - loan portfolio $ 11,880 $ 18,067 $ 652 $ 2,939 $ 476 $ — $ 34,014 Allowance for credit losses - unfunded commitments: Balance at December 31, 2019 $ — $ — $ — $ — $ — $ 50 $ 50 Adoption of ASC 326 — — — — — 276 276 Acquired loan commitments — — — — — 356 356 Provision for - unfunded commitments — — — — — 482 482 Allowance for credit losses-unfunded commitments — — — — — 1,164 1,164 Total allowance for credit loss $ 11,880 $ 18,067 $ 652 $ 2,939 $ 476 $ 1,164 $ 35,178 The following table presents change in the allowance for loan losses disaggregated by loan category: For the Three Months Ended June 30, 2019 Residential Mortgages Commercial Mortgages Home Equity Commercial & Industrial Consumer Total (dollars in thousands) Allowance for loan losses: Balance at March 31, 2019 $ 5,256 $ 9,369 $ 534 $ 1,245 $ 248 $ 16,652 Charge-offs — (55 ) — (100 ) (9 ) (164 ) Recoveries — — — 12 4 16 Provision for (Release of) 207 115 (3 ) 288 (12 ) 595 Balance at June 30, 2019 $ 5,463 $ 9,429 $ 531 $ 1,445 $ 231 $ 17,099 For the Six Months Ended June 30, 2019 Residential Mortgages Commercial Mortgages Home Equity Commercial & Industrial Consumer Total (dollars in thousands) Allowance for loan losses: Balance at December 31, 2018 $ 4,946 $ 9,626 $ 517 $ 1,415 $ 264 $ 16,768 Charge-offs — (55 ) — (130 ) (20 ) (205 ) Recoveries — — — 25 8 33 Provision for (Release of) 517 (142 ) 14 135 (21 ) 503 Balance at June 30, 2019 $ 5,463 $ 9,429 $ 531 $ 1,445 $ 231 $ 17,099 The following is information pertaining to impaired loans: December 31, 2019 Carrying Value Average Carrying Value Unpaid Principal Balance Related Allowance Interest Income Recognized (dollars in thousands) With no required reserve recorded: Commercial mortgage $ 3,161 $ 1,385 $ 4,376 $ — $ 35 Residential mortgage 765 691 940 — 5 Home equity 93 96 133 — 1 Total $ 4,019 $ 2,172 $ 5,449 $ — $ 41 With required reserve recorded: Commercial and industrial $ 128 $ 59 $ 167 $ 87 $ — Total $ 128 $ 59 $ 167 $ 87 $ — Total: Commercial and industrial $ 128 $ 59 $ 167 $ 87 $ — Commercial mortgage 3,161 1,385 4,376 — 35 Residential mortgage 765 691 940 — 5 Home equity 93 96 133 — 1 Total $ 4,147 $ 2,231 $ 5,616 $ 87 $ 41 The following tables contain period-end balances of the allowance for loan losses and related loans receivable disaggregated by impairment method: December 31, 2019 Residential Mortgages Commercial Mortgages Home Equity Commercial & Industrial Consumer Total (dollars in thousands) Allowance for loan losses Individually evaluated for impairment $ — $ — $ — $ 87 $ — $ 87 Collectively evaluated for impairment 5,141 10,905 461 1,388 198 18,093 Total $ 5,141 $ 10,905 $ 461 $ 1,475 $ 198 $ 18,180 Loans receivable Individually evaluated for impairment $ 764 $ 3,161 $ 92 $ 128 $ — $ 4,145 Collectively evaluated for impairment 916,802 1,057,413 80,583 133,108 34,677 2,222,583 Total $ 917,566 $ 1,060,574 $ 80,675 $ 133,236 $ 34,677 $ 2,226,728 |