LOANS AND ALLOWANCE FOR CREDIT LOSSES | NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES We evaluate risk characteristics of loans based on regulatory call report code with segmentation based on the underlying collateral for certain loan types. The following is a summary of total loans by regulatory call report code segmentation based on underlying collateral for certain loan types: December 31, December 31, (in thousands) 2023 2022 Commercial construction $ 154,048 $ 117,577 Commercial real estate owner occupied 310,015 244,814 Commercial real estate non-owner occupied 1,144,566 1,146,674 Tax exempt 43,688 42,879 Commercial and industrial 310,883 297,112 Residential real estate 940,334 954,968 Home equity 87,683 90,865 Consumer other 7,832 7,801 Total loans 2,999,049 2,902,690 Allowance for credit losses 28,142 25,860 Net loans $ 2,970,907 $ 2,876,830 Total unamortized net costs and premiums included in loan totals were as follows: December 31, December 31, (in thousands) 2023 2022 Net unamortized loan origination costs $ 3,039 $ 3,184 Net unamortized fair value discount on acquired loans (2,891) (3,506) Total $ 148 $ (322) We exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of December 31, 2023 and 2022, accrued interest receivable for loans totaled $11.9 million and $10.7 million, respectively, and is included in the “other assets” line item on the Company’s consolidated balance sheets. Characteristics of each loan portfolio segment are as follows: Commercial construction Commercial real estate owner occupied and non-owner occupied Tax Exempt Commercial and industrial loans Residential real estate Home equity - Consumer other Allowance for Credit Losses The Allowance for Credit Losses (“ACL”) is comprised of the allowance for loan losses and the allowance for unfunded commitments which is accounted for as a separate liability in other liabilities on our consolidated balance sheet. The level of the ACL represents management’s estimate of expected credit losses over the expected life of the loans at the consolidated balance sheet date. The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged off. The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans. The activity in the allowance for credit losses for the periods ended are as follows: At or for the Year Ended December 31, 2023 Balance at Beginning of Balance at (in thousands) Period Charge Offs Recoveries Provision End of Period Commercial construction $ 2,579 $ — $ — $ 1,682 $ 4,261 Commercial real estate owner occupied 2,189 — 142 532 2,863 Commercial real estate non-owner occupied 9,341 — — 102 9,443 Tax exempt 93 — — 26 119 Commercial and industrial 3,493 (664) 149 281 3,259 Residential real estate 7,274 (8) 31 55 7,352 Home equity 811 (12) 6 (38) 767 Consumer other 80 (289) 19 268 78 Total $ 25,860 $ (973) $ 347 $ 2,908 $ 28,142 At or for the Year Ended December 31, 2022 Balance at Beginning of Balance at (in thousands) Period Charge Offs Recoveries Provision End of Period Commercial construction $ 2,111 $ — $ — $ 468 $ 2,579 Commercial real estate owner occupied 2,751 — 120 (682) 2,189 Commercial real estate non-owner occupied 5,650 — — 3,691 9,341 Tax exempt 86 — — 7 93 Commercial and industrial 5,369 (8) 341 (2,209) 3,493 Residential real estate 5,862 (84) 106 1,390 7,274 Home equity 814 (7) 25 (21) 811 Consumer other 75 (267) 12 260 80 Total $ 22,718 $ (366) $ 604 $ 2,904 $ 25,860 At or for the Year Ended December 31, 2021 Balance at Beginning of Impact of ASC Balance at (in thousands) Period 326 Charge Offs Recoveries Provision End of Period Commercial construction $ 824 $ 1,196 $ — $ 18 $ 73 $ 2,111 Commercial real estate owner occupied 1,783 708 (403) 290 373 2,751 Commercial real estate non-owner occupied 7,864 (2,008) — 4 (210) 5,650 Tax exempt 58 40 — — (12) 86 Commercial and industrial 3,137 2,996 (59) 77 (782) 5,369 Residential real estate 5,010 1,732 (77) 159 (962) 5,862 Home equity 285 603 (154) 51 29 814 Consumer other 121 (39) (205) 9 189 75 Total $ 19,082 $ 5,228 $ (898) $ 608 $ (1,302) $ 22,718 Unfunded Commitments The allowance for credit losses on unfunded commitments is recognized as a liability (other liabilities on the consolidated balance sheet), with adjustments to the reserve recognized in other non-interest expense in the consolidated statement of operations. The activity in the allowance for credit losses on unfunded commitments for the periods ended was as follows: At or for the Years Ended December 31, (in thousands) 2023 2022 2021 Beginning Balance $ 3,910 $ 2,152 $ 359 Impact of ASC 326 — — 1,616 Provision for credit losses (85) 1,758 177 Ending Balance $ 3,825 $ 3,910 $ 2,152 Loan Origination/Risk Management: Credit Quality Indicators: The following are the definitions of our credit quality indicators: Pass: Special Mention: Substandard: Doubtful: specific pending factors, which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status is determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. The entire amount of the loan might not be classified as doubtful when collection of a specific portion appears highly probable. Loans are generally not classified doubtful for an extended period of time (i.e., over a year). Loss: The following table presents our loans by year of origination, loan segmentation and risk indicator as of December 31, 2023: (in thousands) 2023 2022 2021 2020 2019 Prior Total Commercial construction Risk rating: Pass $ 14,040 $ 99,115 $ 35,978 $ 3,992 $ — $ 923 $ 154,048 Special mention — — — — — — — Substandard — — — — — — — Total $ 14,040 $ 99,115 $ 35,978 $ 3,992 $ — $ 923 $ 154,048 Current period gross write-offs — — — — — — — Commercial real estate owner occupied Risk rating: Pass $ 57,603 $ 61,015 $ 43,228 $ 20,209 $ 20,462 $ 91,187 $ 293,704 Special mention 160 387 7,488 1,596 — 3,066 12,697 Substandard — — — — — 3,497 3,497 Doubtful — — — — — 117 117 Total $ 57,763 $ 61,402 $ 50,716 $ 21,805 $ 20,462 $ 97,867 $ 310,015 Current period gross write-offs — — — — — — — Commercial real estate non-owner occupied Risk rating: Pass $ 41,270 $ 353,613 $ 199,311 $ 127,231 $ 78,759 $ 238,973 $ 1,039,157 Special mention 7,809 — 14,134 37,249 15,246 17,108 91,546 Substandard — — — — — 13,863 13,863 Doubtful — — — — — — — Total $ 49,079 $ 353,613 $ 213,445 $ 164,480 $ 94,005 $ 269,944 $ 1,144,566 Current period gross write-offs — — — — — — — Tax exempt Risk rating: Pass $ 6,340 $ 8,468 $ 787 $ 208 $ 590 $ 27,295 $ 43,688 Special mention — — — — — — — Substandard — — — — — — — Total $ 6,340 $ 8,468 $ 787 $ 208 $ 590 $ 27,295 $ 43,688 Current period gross write-offs — — — — — — — Commercial and industrial Risk rating: Pass $ 80,942 $ 69,402 $ 22,205 $ 38,824 $ 14,739 $ 77,273 $ 303,385 Special mention 364 1,446 — 776 28 3,588 6,202 Substandard 58 94 186 109 95 532 1,074 Doubtful — — — — 87 135 222 Total $ 81,364 $ 70,942 $ 22,391 $ 39,709 $ 14,949 $ 81,528 $ 310,883 Current period gross write-offs — — — — 5 659 664 (in thousands) 2023 2022 2021 2020 2019 Prior Total Residential real estate Performing $ 72,395 $ 194,109 $ 165,434 $ 96,016 $ 62,648 $ 345,823 $ 936,425 Nonperforming — — 41 — 234 3,634 3,909 Total $ 72,395 $ 194,109 $ 165,475 $ 96,016 $ 62,882 $ 349,457 $ 940,334 Current period gross write-offs — — — — — 8 8 Home equity Performing $ 15,582 $ 15,334 $ 7,873 $ 6,633 $ 4,800 $ 36,652 $ 86,874 Nonperforming — — — — — 809 809 Total $ 15,582 $ 15,334 $ 7,873 $ 6,633 $ 4,800 $ 37,461 $ 87,683 Current period gross write-offs — — — — — 12 12 Consumer other Performing $ 4,128 $ 1,787 $ 696 $ 301 $ 51 $ 864 $ 7,827 Nonperforming — — 4 1 — — 5 Total $ 4,128 $ 1,787 $ 700 $ 302 $ 51 $ 864 $ 7,832 Current period gross write-offs — 52 18 5 — 214 289 Total Loans $ 300,691 $ 804,770 $ 497,365 $ 333,145 $ 197,739 $ 865,339 $ 2,999,049 The following table presents our loans by year of origination, loan segmentation and risk indicator as of December 31, 2022: (in thousands) 2022 2021 2020 2019 2018 Prior Total Commercial construction Risk rating: Pass $ 49,722 $ 38,837 $ 2,865 $ 1,011 $ 964 $ — $ 93,399 Special mention — — 24,178 — — — 24,178 Substandard — — — — — — — Total $ 49,722 $ 38,837 $ 27,043 $ 1,011 $ 964 $ — $ 117,577 Commercial real estate owner occupied Risk rating: Pass $ 22,371 $ 11,290 $ 23,014 $ 31,352 $ 46,398 $ 103,295 $ 237,720 Special mention — — 243 666 173 1,870 2,952 Substandard — — — — 77 3,924 4,001 Doubtful — — — — — 141 141 Total $ 22,371 $ 11,290 $ 23,257 $ 32,018 $ 46,648 $ 109,230 $ 244,814 Commercial real estate non-owner occupied Risk rating: Pass $ 370,856 $ 228,414 $ 145,096 $ 88,111 $ 35,213 $ 238,395 $ 1,106,085 Special mention — 21,390 — 127 911 16,612 39,040 Substandard — — — — — 1,404 1,404 Doubtful — — — — — 145 145 Total $ 370,856 $ 249,804 $ 145,096 $ 88,238 $ 36,124 $ 256,556 $ 1,146,674 Tax exempt Risk rating: Pass $ 8,686 $ 1,020 $ 252 $ 772 $ 13,231 $ 18,918 $ 42,879 Special mention — — — — — — — Substandard — — — — — — — Total $ 8,686 $ 1,020 $ 252 $ 772 $ 13,231 $ 18,918 $ 42,879 Commercial and industrial Risk rating: Pass $ 83,151 $ 26,948 $ 62,835 $ 27,491 $ 9,511 $ 81,316 $ 291,252 Special mention 1,450 — 53 803 201 619 3,126 Substandard — 113 111 65 299 2,106 2,694 Doubtful — — — — — 40 40 Total $ 84,601 $ 27,061 $ 62,999 $ 28,359 $ 10,011 $ 84,081 $ 297,112 (in thousands) 2022 2021 2020 2019 2018 Prior Total Residential real estate Performing $ 195,320 $ 177,480 $ 111,021 $ 69,170 $ 47,797 $ 349,795 $ 950,583 Nonperforming — 45 — 49 641 3,650 4,385 Total $ 195,320 $ 177,525 $ 111,021 $ 69,219 $ 48,438 $ 353,445 $ 954,968 Home equity Performing $ 17,107 $ 10,638 $ 8,139 $ 6,830 $ 6,997 $ 40,191 $ 89,902 Nonperforming — — — — — 963 963 Total $ 17,107 $ 10,638 $ 8,139 $ 6,830 $ 6,997 $ 41,154 $ 90,865 Consumer other Performing $ 4,321 $ 1,341 $ 863 $ 265 $ 64 $ 942 $ 7,796 Nonperforming — — 5 — — — 5 Total $ 4,321 $ 1,341 $ 868 $ 265 $ 64 $ 942 $ 7,801 Total Loans $ 752,984 $ 517,516 $ 378,675 $ 226,712 $ 162,477 $ 864,326 $ 2,902,690 Past Dues The following is a summary of past due loans for the periods ended: December 31, 2023 (in thousands) 30-59 60-89 90+ Total Past Due Current Total Loans Commercial construction $ — $ — $ — $ — $ 154,048 $ 154,048 Commercial real estate owner occupied — — — — 310,015 310,015 Commercial real estate non-owner occupied — — 103 103 1,144,463 1,144,566 Tax exempt — — — — 43,688 43,688 Commercial and industrial 465 59 330 854 310,029 310,883 Residential real estate 1,520 627 1,999 4,146 936,188 940,334 Home equity 600 — 337 937 86,746 87,683 Consumer other 10 2 — 12 7,820 7,832 Total $ 2,595 $ 688 $ 2,769 $ 6,052 $ 2,992,997 $ 2,999,049 December 31, 2022 (in thousands) 30-59 60-89 90+ Total Past Due Current Total Loans Commercial construction $ — $ — $ — $ — $ 117,577 $ 117,577 Commercial real estate owner occupied 385 — — 385 244,429 244,814 Commercial real estate non-owner occupied 45 145 139 329 1,146,345 1,146,674 Tax exempt — — — — 42,879 42,879 Commercial and industrial 169 — 9 178 296,934 297,112 Residential real estate 803 348 2,029 3,180 951,788 954,968 Home equity 216 160 246 622 90,243 90,865 Consumer other 41 8 — 49 7,752 7,801 Total $ 1,659 $ 661 $ 2,423 $ 4,743 $ 2,897,947 $ 2,902,690 Non-Accrual Loans The following is a summary of non-accrual loans for the periods ended: December 31, 2023 Nonaccrual With No 90+ Days Past (in thousands) Nonaccrual Related Allowance Due and Accruing Commercial construction $ — $ — $ — Commercial real estate owner occupied 103 44 — Commercial real estate non-owner occupied 340 224 — Tax exempt — — — Commercial and industrial 363 6 — Residential real estate 3,908 1,131 118 Home equity 809 1 22 Consumer other 5 — — Total $ 5,528 $ 1,406 $ 140 December 31, 2022 Nonaccrual With No 90+ Days Past (in thousands) Nonaccrual Related Allowance Due and Accruing Commercial construction $ — $ — $ — Commercial real estate owner occupied 439 360 — Commercial real estate non-owner occupied 550 411 — Tax exempt — — — Commercial and industrial 207 145 — Residential real estate 4,385 1,361 202 Home equity 963 57 14 Consumer other 5 — — Total $ 6,549 $ 2,334 $ 216 Our policy is to reverse previously recorded interest income when a loan is placed on non-accrual, as such, the Company did not record any interest income on its non-accrual for the year ended December 31, 2023 and 2022. Collateral Dependent Loans Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the financial asset 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 asset as of the measurement date. The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment for the periods ended. December 31, 2023 December 31, 2022 (in thousands) Real Estate Other Real Estate Other Commercial construction $ — $ — $ — $ — Commercial real estate owner occupied 104 — 439 — Commercial real estate non-owner occupied 340 — 550 — Tax exempt — — — — Commercial and industrial 229 134 91 116 Residential real estate 3,908 — 4,385 — Home equity 808 — 963 — Consumer other 5 — 5 — Total $ 5,394 $ 134 $ 6,433 $ 116 Loan Modifications to Borrowers Experiencing Financial Difficulty In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” which eliminated the accounting guidance for TDRs while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, we are no longer required to establish a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective category and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the ACL. These modifications typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. There were no qualifying modifications for the twelve months ended December 31, 2022. The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during the twelve months ended December 31, 2023, by class and by type of modification. (in thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Interest Rate Reduction and Term Extension % of Total Class of Loans Twelve Months Ended December 31, 2023 Commercial construction $ — $ — $ — $ — $ — — % Commercial real estate owner occupied — — — — — — Commercial real estate non-owner occupied — — — — — — Tax exempt — — — — — — Commercial and industrial — 65 184 — — 0.08 Residential real estate — — — 99 — 0.01 Home equity — — — — — — Consumer other — — — — — — Total $ — $ 65 $ 184 $ 99 $ — 0.01 % The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended December 31, 2023. (in thousands) Weighted-Average Months of Payment Delay Weighted-Average Months of Term Extension Weighted-Average Interest Rate Reduction Twelve Months Ended December 31, 2023 Commercial construction — — — % Commercial real estate owner occupied — — — Commercial real estate non-owner occupied — — — Tax exempt — — — Commercial and industrial 3.00 13.45 — Residential real estate — — 1.38 Home equity — — — Consumer other — — — Total 3.00 13.45 1.38 % Foreclosure Residential mortgage loans collateralized by real estate that are in the process of foreclosure as of December 31, 2023 and December 31, 2022 totaled $430 thousand and $253 thousand, respectively. Loan Concentrations Loan concentrations in specific industries may occasionally emerge as a result of economic conditions, changes in local demands, natural loan growth and runoff. At December 31, 2023, the largest industry concentration outside of commercial real estate was the hospitality industry which represents 11% or $334.8 million of the Company’s total loan portfolio, compared with 12% or $336.4 million at December 31, 2022. Loans to Related Parties In the ordinary course of business, the Bank has made loans at prevailing rates and terms to directors, officers and other related parties. In management’s opinion, such loans do not present more than the normal risk of collectability or incorporate other unfavorable features, and were made under terms that are consistent with the Bank’s lending policies. Loan to related parties at December 31, 2023 and December 31, 2022 are summarized below: (in thousands) 2023 2022 Beginning balance $ 4,763 $ 3,379 Changes in composition (1) — 112 New loans — 1,576 Less: repayments (718) (304) Ending balance $ 4,045 $ 4,763 (1) Adjustments to reflect changes in status of directors and officers for each year presented. Mortgage Banking Loans sold For the years ended December 31, 2023 and 2022, we sold $38.8 million and $38.6 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $192 thousand and $161 thousand, respectively. Loans Held for Sale We had $2.2 million of loans held for sale as of December 31, 2023, there no loans held for sale as of December 31, 2022. Loans held for sale at December 31, 2023 had an unpaid principal balance of $2.1 million, respectively. The interest rate exposure on loans held for sale is mitigated through forward delivery commitments with certain approved secondary market investors. Forward sale commitments had a notional amount of $5.0 million at December 31, 2023, and we had no open forward sale commitments at December 31, 2022. Refer to Note 10 for further discussion of forward delivery commitments. Servicing Assets The Bank sells loans in the secondary market and retains the ability to service many of these loans. The Bank earns fees for the servicing provided. At year end 2023 and 2022, the Bank was servicing loans for participants totaling $595.2 million and $616.0 million, respectively. Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in servicing assets relate primarily to changes in prepayments that result from shifts in interest rates. Contractually-specified servicing fees were $1.6 million for the year ended 2023 and 2022, and are included as a component of other income within non-interest income. Servicing rights activity during 2023 and 2022, included in other assets, was as follows: At or for the Twelve Months Ended December 31, (in thousands) 2023 2022 Balance at beginning of year $ 3,383 $ 3,673 Additions 338 421 Amortization (560) (711) Balance at end of year $ 3,161 $ 3,383 |