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 based on regulatory call report code segmentation for certain loan types: September 30, December 31, (in thousands) 2024 2023 Commercial construction $ 132,643 $ 154,048 Commercial real estate owner occupied 302,694 310,015 Commercial real estate non-owner occupied 1,296,596 1,144,566 Tax exempt 38,338 43,688 Commercial and industrial 310,322 310,883 Residential real estate 899,123 940,334 Home equity 94,146 87,683 Consumer other 7,873 7,832 Total loans 3,081,735 2,999,049 Allowance for credit losses 29,023 28,142 Net loans $ 3,052,712 $ 2,970,907 Total unamortized net costs and premiums included in loan totals were as follows: September 30, December 31, (in thousands) 2024 2023 Net unamortized loan origination costs $ 2,041 $ 3,039 Net unamortized fair value discount on acquired loans (2,549) (2,891) Total $ (508) $ 148 We exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of September 30, 2024 and December 31, 2023, accrued interest receivable for loans totaled $12.3 million and $11.9 million, respectively, and is included in the “other assets” line item on the 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 ACL for the periods ended are as follows: At or for the Three Months Ended September 30, 2024 Balance at Beginning of Balance at (in thousands) Period Charge Offs Recoveries Provision End of Period Commercial construction $ 4,217 $ — $ — $ (1,464) $ 2,753 Commercial real estate owner occupied 2,620 — — 314 2,934 Commercial real estate non-owner occupied 9,574 — — 965 10,539 Tax exempt 110 — — 7 117 Commercial and industrial 3,982 (9) 1 217 4,191 Residential real estate 7,516 — 5 51 7,572 Home equity 763 — 3 80 846 Consumer other 73 (89) 29 58 71 Total $ 28,855 $ (98) $ 38 $ 228 $ 29,023 At or for the Nine Months Ended September 30, 2024 Balance at Beginning of Balance at (in thousands) Period Charge Offs Recoveries Provision End of Period Commercial construction $ 4,261 $ — $ — $ (1,508) $ 2,753 Commercial real estate owner occupied 2,863 (3) — 74 2,934 Commercial real estate non-owner occupied 9,443 — — 1,096 10,539 Tax exempt 119 — — (2) 117 Commercial and industrial 3,259 (91) 17 1,006 4,191 Residential real estate 7,352 — 13 207 7,572 Home equity 767 — 8 71 846 Consumer other 78 (223) 58 158 71 Total $ 28,142 $ (317) $ 96 $ 1,102 $ 29,023 At or for the Three Months Ended September 30, 2023 Balance at Beginning of Balance at (in thousands) Period Charge Offs Recoveries Provision End of Period Commercial construction $ 3,377 $ — $ — $ 300 $ 3,677 Commercial real estate owner occupied 2,566 — — (81) 2,485 Commercial real estate non-owner occupied 9,481 — — 72 9,553 Tax exempt 101 — — (5) 96 Commercial and industrial 3,613 — 34 558 4,205 Residential real estate 7,376 — 13 (243) 7,146 Home equity 768 — 1 (4) 765 Consumer other 80 (74) 2 76 84 Total $ 27,362 $ (74) $ 50 $ 673 $ 28,011 At or for the Nine Months Ended September 30, 2023 Balance at Beginning of Balance at (in thousands) Period Charge Offs Recoveries Provision End of Period Commercial construction $ 2,579 $ — $ — $ 1,098 $ 3,677 Commercial real estate owner occupied 2,189 — 142 154 2,485 Commercial real estate non-owner occupied 9,341 — — 212 9,553 Tax exempt 93 — — 3 96 Commercial and industrial 3,493 (122) 86 748 4,205 Residential real estate 7,274 (8) 28 (148) 7,146 Home equity 811 (12) 5 (39) 765 Consumer other 80 (199) 10 193 84 Total $ 25,860 $ (341) $ 271 $ 2,221 $ 28,011 Unfunded Commitments The ACL 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 ACL on unfunded commitments for the periods ended was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Beginning Balance $ 3,640 $ 3,780 $ 3,825 $ 3,910 Provision for credit losses 35 45 (150) (85) Ending Balance $ 3,675 $ 3,825 $ 3,675 $ 3,825 Loan Origination/Risk Management: Credit Quality Indicators: The following are the definitions of our credit quality indicators: Pass: Special Mention: where the liquidation is jeopardized may be included in this classification. Special mention loans are not adversely classified and do not expose us to sufficient risks to warrant classification. Substandard: Doubtful: Loss: The following table presents our loans by year of origination, loan segmentation and risk indicator as of September 30, 2024 : (in thousands) 2024 2023 2022 2021 2020 Prior Total Commercial construction Risk rating: Pass $ 16,490 $ 28,989 $ 71,155 $ 895 $ 5,343 $ 9,771 $ 132,643 Special mention — — — — — — — Substandard — — — — — — — Total $ 16,490 $ 28,989 $ 71,155 $ 895 $ 5,343 $ 9,771 $ 132,643 Current period gross write-offs — — — — — — — Commercial real estate owner occupied Risk rating: Pass $ 26,103 $ 59,703 $ 61,243 $ 30,222 $ 21,028 $ 98,435 $ 296,734 Special mention — 136 — — — 2,095 2,231 Substandard — — — — — 3,626 3,626 Doubtful — — — — — 103 103 Total $ 26,103 $ 59,839 $ 61,243 $ 30,222 $ 21,028 $ 104,259 $ 302,694 Current period gross write-offs — — — — — 3 3 Commercial real estate non-owner occupied Risk rating: Pass $ 71,774 $ 40,475 $ 406,603 $ 243,094 $ 133,453 $ 312,889 $ 1,208,288 Special mention — — 379 21,266 27,781 13,658 63,084 Substandard — 7,730 — — — 17,494 25,224 Doubtful — — — — — — — Total $ 71,774 $ 48,205 $ 406,982 $ 264,360 $ 161,234 $ 344,041 $ 1,296,596 Current period gross write-offs — — — — — — — Tax exempt Risk rating: Pass $ 4,629 $ 2,669 $ 6,284 $ 614 $ 178 $ 23,964 $ 38,338 Special mention — — — — — — — Substandard — — — — — — — Total $ 4,629 $ 2,669 $ 6,284 $ 614 $ 178 $ 23,964 $ 38,338 Current period gross write-offs — — — — — — — Commercial and industrial Risk rating: Pass $ 54,982 $ 65,061 $ 48,793 $ 14,726 $ 33,556 $ 68,402 $ 285,520 Special mention 10 15,182 1,357 910 168 3,058 20,685 Substandard 128 137 476 227 111 2,951 4,030 Doubtful — — — — — 87 87 Total $ 55,120 $ 80,380 $ 50,626 $ 15,863 $ 33,835 $ 74,498 $ 310,322 Current period gross write-offs — — — 62 7 22 91 Residential real estate Performing $ 22,821 $ 72,614 $ 177,091 $ 156,724 $ 91,186 $ 375,105 $ 895,541 Nonperforming — — 463 — — 3,119 3,582 Total $ 22,821 $ 72,614 $ 177,554 $ 156,724 $ 91,186 $ 378,224 $ 899,123 Current period gross write-offs — — — — — — — Home equity Performing $ 15,213 $ 16,213 $ 13,275 $ 7,275 $ 5,706 $ 35,510 $ 93,192 Nonperforming — — 47 55 — 852 954 Total $ 15,213 $ 16,213 $ 13,322 $ 7,330 $ 5,706 $ 36,362 $ 94,146 Current period gross write-offs — — — — — — — Consumer other Performing $ 3,679 $ 1,856 $ 1,073 $ 352 $ 140 $ 742 $ 7,842 Nonperforming — 8 — 2 1 20 31 Total $ 3,679 $ 1,864 $ 1,073 $ 354 $ 141 $ 762 $ 7,873 Current period gross write-offs — 56 9 — 2 156 223 Total Loans $ 215,829 $ 310,773 $ 788,239 $ 476,362 $ 318,651 $ 971,881 $ 3,081,735 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 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 Past Dues The following is a summary of past due loans for the periods ended: September 30, 2024 (in thousands) 30-59 60-89 90+ Total Past Due Current Total Loans Commercial construction $ — $ — $ — $ — $ 132,643 $ 132,643 Commercial real estate owner occupied 89 156 798 1,043 301,651 302,694 Commercial real estate non-owner occupied 195 — 274 469 1,296,127 1,296,596 Tax exempt — — — — 38,338 38,338 Commercial and industrial 99 15 747 861 309,461 310,322 Residential real estate 478 1,070 1,279 2,827 896,296 899,123 Home equity 137 589 297 1,023 93,123 94,146 Consumer other 18 3 28 49 7,824 7,873 Total $ 1,016 $ 1,833 $ 3,423 $ 6,272 $ 3,075,463 $ 3,081,735 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 Non-Accrual Loans The following is a summary of non-accrual loans for the periods ended: September 30, 2024 Nonaccrual With No 90+ Days Past (in thousands) Nonaccrual Related Allowance Due and Accruing Commercial construction $ — $ — $ — Commercial real estate owner occupied 846 743 — Commercial real estate non-owner occupied 469 195 — Tax exempt — — — Commercial and industrial 1,219 389 — Residential real estate 3,582 928 — Home equity 954 1 — Consumer other 30 1 — Total $ 7,100 $ 2,257 $ — 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 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: September 30, 2024 December 31, 2023 (in thousands) Real Estate Other Real Estate Other Commercial construction $ — $ — $ — $ — Commercial real estate owner occupied 846 — 104 — Commercial real estate non-owner occupied 469 — 340 — Tax exempt — — — — Commercial and industrial 1,219 — 229 134 Residential real estate 3,582 — 3,908 — Home equity 954 — 808 — Consumer other 30 — 5 — Total $ 7,100 $ — $ 5,394 $ 134 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. The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2024 and 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 Three Months Ended September 30, 2024 Commercial construction $ — $ — $ — $ — $ — — % Commercial real estate owner occupied — — — — — — Commercial real estate non-owner occupied — — — — — — Tax exempt — — — — — — Commercial and industrial — — 9 — — 0.00 Residential real estate — 70 — — 76 0.02 Home equity — — — — — — Consumer other — — — — — — Total $ — $ 70 $ 9 $ — $ 76 0.01 % Nine Months Ended September 30, 2024 Commercial construction $ — $ — $ — $ — $ — — % Commercial real estate owner occupied — — — — — — Commercial real estate non-owner occupied — — — — — — Tax exempt — — — — — — Commercial and industrial — — 9 — — 0.00 Residential real estate — 70 31 — 76 0.02 Home equity — — — — — — Consumer other — — — — — — Total $ — $ 70 $ 40 $ — $ 76 0.01 (in thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Interest Rate Reduction and Term Extension % of Total Class of Loans Three Months Ended September 30, 2023 Commercial construction $ — $ — $ — $ — $ — — % Commercial real estate owner occupied — — — — — — Commercial real estate non-owner occupied — — — — — — Tax exempt — — — — — — Commercial and industrial — 66 — — — 0.02 Residential real estate — — — — — — Home equity — — — — — — Consumer other — — — — — — Total $ — $ 66 $ — $ — $ — 0.00 % Nine Months Ended September 30, 2023 Commercial construction $ — $ — $ — $ — $ — — % Commercial real estate owner occupied — — — — — — Commercial real estate non-owner occupied — — — — — — Tax exempt — — — — — — Commercial and industrial — 66 1,387 — — 0.47 Residential real estate — — — 100 — 0.01 Home equity — — — — — — Consumer other — — — — — — Total $ — $ 66 $ 1,387 $ 100 $ — 0.05 % The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 and 2023. Weighted-Average Months of Payment Delay Weighted-Average Months of Term Extension Weighted-Average Interest Rate Reduction Three Months Ended September 30, 2024 Commercial construction — — — % Commercial real estate owner occupied — — — Commercial real estate non-owner occupied — — — Tax exempt — — — Commercial and industrial — 58 — Residential real estate 3 60 1.25 Home equity — — — Consumer other — — — Nine Months Ended September 30, 2024 Commercial construction — — — % Commercial real estate owner occupied — — — Commercial real estate non-owner occupied — — — Tax exempt — — — Commercial and industrial — 58 — Residential real estate 3 61 1.25 Home equity — — — Consumer other — — — Weighted-Average Months of Payment Delay Weighted-Average Months of Term Extension Weighted-Average Interest Rate Reduction Three Months Ended September 30, 2023 Commercial construction — — — % Commercial real estate owner occupied — — — Commercial real estate non-owner occupied — — — Tax exempt — — — Commercial and industrial 3 4 3.75 Residential real estate — — 1.38 Home equity — — — Consumer other — — — Nine Months Ended September 30, 2023 Commercial construction — — — % Commercial real estate owner occupied — — — Commercial real estate non-owner occupied — — — Tax exempt — — — Commercial and industrial 3 4 3.75 Residential real estate — — 1.38 Home equity — — — Consumer other — — — Foreclosure There were $331 thousand of residential mortgage loans collateralized by real estate that are in the process of foreclosure as of September 30, 2024. Residential mortgage loans collateralized by real estate that are in the process of foreclosure as of December 31, 2023 totaled $430 thousand. Mortgage Banking Loans held for sale at September 30, 2024 had an unpaid principal balance of $1.2 million and $2.2 million as of December 31, 2023. The interest rate exposure on loans held for sale is mitigated through forward sale commitments with certain approved secondary market investors. Forward sale commitments had a notional amount of $7.0 million at September 30, 2024, and $5.0 million at December 31, 2023. For the three months ended September 30, 2024 and 2023, we sold $20.7 million and $20.2 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 $317 thousand and $14 thousand, respectively. For the nine months ended September 30, 2024 and 2023, we sold $37.9 million and $26.3 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 $502 thousand and $22 thousand, respectively. We sell residential loans on the secondary market while primarily retaining the servicing of these loans. Servicing sold loans helps to maintain customer relationships and earn fees over the servicing period. Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in servicing assets relate primarily to level of prepayments that result from shifts in interest rates. We obtain third-party valuations of our servicing assets portfolio quarterly, and the assumptions are reflected in Fair Value disclosures. |