Loans and ACL | Note 3 – Loan s and ACL The following table presents the amortized cost of loans held for investment as of the dates stated. (Dollars in thousands) June 30, 2024 December 31, 2023 Commercial and industrial $ 401,589 $ 508,944 Real estate – construction, commercial 135,517 180,052 Real estate – construction, residential 55,849 75,832 Real estate – commercial 879,098 870,540 Real estate – residential 727,246 730,110 Real estate – farmland 5,717 5,470 Consumer 53,427 59,169 Gross loans 2,258,443 2,430,117 Deferred loan fees, net of costs 836 830 Total $ 2,259,279 $ 2,430,947 The Company has pledged certain commercial and residential mortgages as collateral for borrowings with the FHLB. Loans totaling $ 829.2 million and $ 767.1 million were pledged as of June 30, 2024 and December 31, 2023, respectively. T he Company has pledged certain commercial and industrial loans totaling $ 81.2 million and $ 161.0 million as collateral for borrowings with the FRB Discount Window as of June 30, 2024 and December 31, 2023, respectively. The decline in the amount pledged at the FRB Discount Window was primarily due to paydowns and payoffs of the commercial and industrial loans serving as collateral. The following tables present the aging of the amortized cost of loans held for investment by loan category as of the dates stated. June 30, 2024 (Dollars in thousands) Current 30-59 60-89 Greater than Nonaccrual Total Commercial and industrial $ 384,877 $ 2,150 $ 1,526 $ 2,751 $ 10,285 $ 401,589 Real estate – construction, commercial 134,017 — 1,180 — 320 135,517 Real estate – construction, residential 55,849 — — — — 55,849 Real estate – commercial 863,718 8,647 359 — 6,374 879,098 Real estate – residential 717,816 501 2,906 — 6,023 727,246 Real estate – farmland 5,717 — — — — 5,717 Consumer 49,515 2,195 672 376 669 53,427 Less: Deferred loan fees, net of costs 836 — — — — 836 Total Loans $ 2,212,345 $ 13,493 $ 6,643 $ 3,127 $ 23,671 $ 2,259,279 December 31, 2023 (Dollars in thousands) Current 30-59 60-89 Greater than Nonaccrual Total Commercial and industrial $ 464,939 $ 2,235 $ 632 $ 1,709 $ 39,429 $ 508,944 Real estate – construction, commercial 177,653 2,016 — — 383 180,052 Real estate – construction, residential 75,309 523 — — — 75,832 Real estate – commercial 855,263 2,109 714 574 11,880 870,540 Real estate – residential 717,141 5,101 288 — 7,580 730,110 Real estate – farmland 5,470 — — — — 5,470 Consumer 55,084 2,298 279 754 754 59,169 Deferred loan fees, net of costs 830 — — — — 830 Total Loans $ 2,351,689 $ 14,282 $ 1,913 $ 3,037 $ 60,026 $ 2,430,947 As a result of an agreement the Company executed in the second quarter of 2024 to sell a nonperforming specialty finance loan to a third party, the Company reclassified this loan from loans held for investment to loans held for sale in the same period at its estimated fair value and recorded a charge-off of substantially all of the reserve held on the loan, which was provisioned for in prior years. Payments received on this loan totaled approximately $ 9.0 million in the six months ended June 30, 2024 . The sale is expected to consummate in the third quarter of 2024. The loan's carrying value was $ 14.4 million as of June 30, 2024 and is excluded from all 2024 tables in this footnote, unless otherwise noted. The following tables present the amortized cost of nonaccrual loans held for investment with and without an ACL by loan category as of the dates stated. June 30, 2024 (Dollars in thousands) Nonaccrual Loans with No ACL Nonaccrual Loans with an ACL Total Nonaccrual Loans Commercial and industrial $ — $ 10,285 $ 10,285 Real estate – construction, commercial — 320 320 Real estate – commercial — 6,374 6,374 Real estate – residential 557 5,466 6,023 Consumer — 669 669 Total $ 557 $ 23,114 $ 23,671 December 31, 2023 (Dollars in thousands) Nonaccrual Loans with No ACL Nonaccrual Loans with an ACL Total Nonaccrual Loans Commercial and industrial $ 1,487 $ 37,942 $ 39,429 Real estate – construction, commercial — 383 383 Real estate – commercial 2,024 9,856 11,880 Real estate – residential 577 7,003 7,580 Consumer — 754 754 Total $ 4,088 $ 55,938 $ 60,026 The Company recognized $ 122 thousand and $ 187 thousand of interest income on nonaccrual loans during the three and six months ended June 30, 2024 , respectively, compared to $ 0 and $ 89 thousand for the same respective periods in 2023. The following tables present accrued interest receivable by loan type reversed from interest income associated with loans held for investment that were placed on nonaccrual status for the periods stated. For the three months ended June 30, For the six months ended June 30, (Dollars in thousands) 2024 2023 2024 2023 Commercial and industrial $ 267 $ 44 $ 324 $ 76 Real estate – construction, commercial — 21 25 22 Real estate – construction, residential — 14 — 19 Real estate – commercial 14 1 65 206 Real estate – residential 44 47 54 61 Consumer 3 4 8 5 Total $ 328 $ 131 $ 476 $ 389 Credit Quality Indicators The Company segments loans held for investment into risk categories based on relevant information about the expected ability of borrowers to repay debt, such as current financial information, historical payment performance, experience, collateral adequacy, credit documentation, and current economic trends, among other factors. Management assigns loan risk grades by a numerical system as an indication of credit quality of its portfolio of loans held for investment. The Company uses the following definitions for loan risk ratings and periodically evaluates the appropriateness of these ratings across its loan portfolio. Independent third-party loan reviews are periodically performed on the Company's loan portfolio and such reviews are used to validate management's determination of loan risk grades. Bank regulatory agencies also periodically review the Company's loan portfolio, including loan risk grades and may change a grade based on their judgment of the facts at the time of review. Risk Grade 1 – Strong: This grade is reserved for loans to the strongest of borrowers. These loans are to individuals or businesses where the probability of default is extremely low to the Bank and are secured with collateral where the loss given default is unlikely because of the source of repayment such as a lien on a deposit account held at the Bank. Character, credit history, and ability of individuals or company principals are excellent. High liquidity, minimum risk, strong ratios, and low servicing cost are present. Risk Grade 2 – Minimal: This grade is reserved for loans to borrowers who are deemed exceptionally strong. These loans are within established guidelines and where the borrowers have documented significant overall financial strength with consistent and predictable cash flows. These loans have excellent sources of repayment, significant balance sheet liquidity, no significant identifiable risk of collection, and conform in all respects to policy, underwriting standards, and federal and state regulations (no exceptions of any kind). In addition, guarantor support, when provided, is viewed as excellent. Risk Grade 3 – Acceptable: This grade is reserved for loans to borrowers who are deemed strong. These loans have adequate sources of repayment, with minimal identifiable risk of collection. Generally, loans assigned this risk grade will demonstrate the following characteristics: (1) conformity in all respects with policy, guidelines, underwriting standards, and federal and state regulations (no exceptions of any kind), (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt. In addition, guarantor support, when provided, is viewed as strong. Risk Grade 4 – Satisfactory: This grade is given to satisfactory loans containing more, but deemed acceptable, risk and where the borrower is assessed as sound. These loans have adequate sources of repayment, with minimal identifiable risk of collection. Loans assigned this risk grade will demonstrate the following characteristics: (1) general conformity to the Bank's underwriting requirements, with limited exceptions to policy, product, or underwriting guidelines. All exceptions noted have documented mitigating factors that offset any additional risk associated with the exceptions noted, (2) documented historical cash flow that meets or exceeds required minimum guidelines, or that can be supplemented with verifiable cash flow from other sources, and (3) adequate secondary sources to liquidate the debt. In addition, guarantor support, when provided, is viewed as satisfactory. Risk Grade 5 – Watch: This grade is for satisfactory loans containing acceptable but elevated risk. These loans are characterized by borrowers who exhibit signs of financial distress or experience unstable or unfavorable change(s) adversely impacting their current or expected financial condition. The borrower's management is deemed to be satisfactory, the collateral securing the loan may have decreased in value, the debt service coverage ratio is inconsistent or breakeven but mostly positive, and/or guarantor support, if any, is limited or marginal. Loans classified as Watch warrant additional monitoring by management. Risk Grade 6 – Special Mention: This grade is for loans that have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the Bank's credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention credits typically do not conform to underwriting guidelines and/or exceptions without mitigating factors, or have emerging weaknesses that may or may not be cured with the passage of time. Risk Grade 7 – Substandard: A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard 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. The probability of default is likely and may have occurred . Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. The weaknesses may include, but are not limited to: (1) current or expected unprofitable operations, (2) inadequate debt service coverage, (3) declining or inadequate liquidity, (4) improper loan structure, (5) questionable or weak repayment sources, and (6) lack of well-defined secondary repayment source. There is a distinct possibility of loss and the Bank will sustain some loss if the deficiencies are not corrected. Risk Grade 8 – Doubtful: Loans classified doubtful have all the weaknesses inherent in loans classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the Bank's position, which can include, but is not limited to (1) an injection of capital, (2) alternative financing, and (3) liquidation of assets or the pledging of additional collateral. Doubtful is a temporary grade where a loss is expected but is presently not quantified with any degree of accuracy. Once the loss position is determined, the amount is charged off against the allowance for credit losses. Risk Grade 9 – Loss: Loans classified loss are considered uncollectible and of such little value that continuance as assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer charging off the worthless loan, even though partial recovery may be effected in the future. Probable loss portions deemed uncollectible are charged off promptly against the allowance for credit losses. The following table presents the amortized cost of loans held for investment by internal loan risk grade by year of origination as of June 30, 2024. There were no loans classified as loss (risk grade 9) as of the same date. Also presented are current period gross charge-offs by loan type for the six months ended June 30, 2024. Term Loans Amortized Cost Basis by Origination Year (Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Total Commercial and industrial Risk Grades 1 - 4 $ 7,340 $ 14,180 $ 87,369 $ 18,050 $ 21,300 $ 19,557 $ 101,747 $ 269,543 Risk Grades 5 - 6 913 23,961 42,271 16,008 5,790 1,831 23,233 114,007 Risk Grade 7 — 3,252 1,315 6,764 783 1,377 1,791 15,282 Risk Grade 8 214 — — 2,542 — 1 — 2,757 Total 8,467 41,393 130,955 43,364 27,873 22,766 126,771 401,589 Current period gross charge-offs — 47 13,345 302 124 120 1 13,939 Real estate – construction, commercial Risk Grades 1 - 4 — 8,765 58,330 16,190 10,604 5,791 2,252 101,932 Risk Grades 5 - 6 — 1,098 23,789 1,498 — 4,968 — 31,353 Risk Grade 7 — 117 1,723 32 — 360 — 2,232 Total — 9,980 83,842 17,720 10,604 11,119 2,252 135,517 Current period gross charge-offs — — — — — — — — Real estate – construction, residential Risk Grades 1 - 4 7,508 17,128 4,974 9,758 — 62 12,189 51,619 Risk Grades 5 - 6 398 479 2,608 — 163 — — 3,648 Risk Grade 7 — 427 155 — — — — 582 Total 7,906 18,034 7,737 9,758 163 62 12,189 55,849 Current period gross charge-offs — — — — — 39 — 39 Real estate – commercial — Risk Grades 1 - 4 4,255 21,379 268,057 119,175 145,317 159,935 20,358 738,476 Risk Grades 5 - 6 3,154 — 62,937 13,818 16,259 19,209 4,184 119,561 Risk Grade 7 — — — 9,051 3,772 7,109 25 19,957 Risk Grade 8 — — 1,104 — — — — 1,104 Total 7,409 21,379 332,098 142,044 165,348 186,253 24,567 879,098 Current period gross charge-offs — — — — — — — — Real estate – residential Risk Grades 1 - 4 934 56,064 227,986 116,478 67,486 149,912 57,409 676,269 Risk Grades 5 - 6 — 12,578 9,567 4,496 2,263 8,967 3,181 41,052 Risk Grade 7 — — 1,796 954 1,166 5,635 374 9,925 Total 934 68,642 239,349 121,928 70,915 164,514 60,964 727,246 Current period gross charge-offs — — — — — 42 2 44 Real estate – farmland Risk Grades 1 - 4 150 — 1,002 1,266 — 2,888 167 5,473 Risk Grades 5 - 6 — 141 — 103 — — — 244 Total 150 141 1,002 1,369 — 2,888 167 5,717 Current period gross charge-offs — — — — — — — — Consumer Risk Grades 1 - 4 6,170 21,468 11,319 2,578 1,945 847 7,618 51,945 Risk Grades 5 - 6 — 54 38 11 26 57 407 593 Risk Grade 7 14 145 405 168 93 64 — 889 Total 6,184 21,667 11,762 2,757 2,064 968 8,025 53,427 Current period gross charge-offs 434 178 619 27 20 12 — 1,290 Total Loans Risk Grades 1 - 4 $ 26,357 $ 138,984 $ 659,037 $ 283,495 $ 246,652 $ 338,992 $ 201,740 $ 1,895,257 Risk Grades 5 - 6 4,465 38,311 141,210 35,934 24,501 35,032 31,005 310,458 Risk Grade 7 14 3,941 5,394 16,969 5,814 14,545 2,190 48,867 Risk Grade 8 214 — 1,104 2,542 — 1 — 3,861 Total $ 31,050 $ 181,236 $ 806,745 $ 338,940 $ 276,967 $ 388,570 $ 234,935 $ 2,258,443 Total current period gross charge-offs $ 434 $ 225 $ 13,964 $ 329 $ 144 $ 213 $ 3 $ 15,312 The following table presents the amortized cost of loans held for investment by internal loan risk grade by year of origination as of December 31, 2023. There were no loans classified as loss (risk grade 9) as of the same date. Term Loans Recorded Investment Basis by Origination Year (Dollars in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Total Commercial and industrial Risk Grades 1 - 4 $ 15,830 $ 114,291 $ 32,273 $ 25,429 $ 8,217 $ 14,200 $ 138,267 $ 348,507 Risk Grades 5 - 6 26,563 40,399 12,759 6,305 819 1,537 19,722 108,104 Risk Grade 7 — 877 3,623 829 543 134 9,191 15,197 Risk Grade 8 — 34,203 2,554 — — 379 — 37,136 Total 42,393 189,770 51,209 32,563 9,579 16,250 167,180 508,944 Real estate – construction, commercial Risk Grades 1 - 4 8,533 85,687 33,344 14,690 6,358 5,589 4,367 158,568 Risk Grades 5 - 6 4,213 11,072 760 293 — 738 3,827 20,903 Risk Grade 7 119 46 40 — — 376 — 581 Total 12,865 96,805 34,144 14,983 6,358 6,703 8,194 180,052 Real estate – construction, residential Risk Grades 1 - 4 31,611 22,734 3,867 59 741 67 10,656 69,735 Risk Grades 5 - 6 1,486 2,672 — 167 200 — — 4,525 Risk Grade 7 367 1,205 — — — — — 1,572 Total 33,464 26,611 3,867 226 941 67 10,656 75,832 Real estate – commercial Risk Grades 1 - 4 14,671 280,479 121,257 144,498 42,226 123,774 20,332 747,237 Risk Grades 5 - 6 2,841 25,075 9,038 19,597 12,921 27,778 4,214 101,464 Risk Grade 7 323 — 8,202 4,938 111 8,265 — 21,839 Total 17,835 305,554 138,497 169,033 55,258 159,817 24,546 870,540 Real estate – residential Risk Grades 1 - 4 51,042 218,375 121,872 69,165 27,877 132,986 55,327 676,644 Risk Grades 5 - 6 12,014 9,339 677 1,944 2,122 7,281 3,255 36,632 Risk Grade 7 — 2,240 2,446 1,812 943 9,307 85 16,833 Risk Grade 8 — — — — — 1 — 1 Total 63,056 229,954 124,995 72,921 30,942 149,575 58,667 730,110 Real estate – farmland Risk Grades 1 - 4 — 729 1,397 — 1,520 1,562 115 5,323 Risk Grades 5 - 6 147 — — — — — — 147 Total 147 729 1,397 — 1,520 1,562 115 5,470 Consumer Risk Grades 1 - 4 26,535 14,215 3,598 2,724 1,137 466 8,766 57,441 Risk Grades 5 - 6 61 42 12 12 8 433 495 1,063 Risk Grade 7 14 259 115 131 44 102 — 665 Total 26,610 14,516 3,725 2,867 1,189 1,001 9,261 59,169 Total Loans Risk Grades 1 - 4 $ 148,222 $ 736,510 $ 317,608 $ 256,565 $ 88,076 $ 278,644 $ 237,830 $ 2,063,455 Risk Grades 5 - 6 47,325 88,599 23,246 28,318 16,070 37,767 31,513 272,838 Risk Grade 7 823 4,627 14,426 7,710 1,641 18,184 9,276 56,687 Risk Grade 8 — 34,203 2,554 — — 380 — 37,137 Total $ 196,370 $ 863,939 $ 357,834 $ 292,593 $ 105,787 $ 334,975 $ 278,619 $ 2,430,117 The following tables present an analysis of the change in the ACL by major loan segment for the periods stated. Loan segments are presented as either commercial or consumer as follows: • Commercial – commercial and industrial; real estate – construction, commercial; real estate – commercial; and real estate – farmland; and • Consumer – real estate – construction, residential; real estate – residential; and consumer. For the three months ended June 30, 2024 (Dollars in thousands) Commercial Consumer Total Balance, beginning of period $ 27,065 $ 7,960 $ 35,025 Charge-offs ( 11,982 ) ( 628 ) ( 12,610 ) Recoveries 1,829 192 2,021 Net charge-offs ( 10,153 ) ( 436 ) ( 10,589 ) Provision for credit losses - loans 3,472 128 3,600 Balance, end of period $ 20,384 $ 7,652 $ 28,036 For the three months ended June 30, 2023 (Dollars in thousands) Commercial Consumer Total Balance, beginning of period $ 27,266 $ 8,695 $ 35,961 Charge-offs ( 7,326 ) ( 1,694 ) ( 9,020 ) Recoveries 887 126 1,013 Net charge-offs ( 6,439 ) ( 1,568 ) ( 8,007 ) Provision for credit losses - loans 9,037 1,576 10,613 Balance, end of period $ 29,864 $ 8,703 $ 38,567 For the six months ended June 30, 2024 (Dollars in thousands) Commercial Consumer Total Balance, beginning of period $ 27,491 $ 8,402 $ 35,893 Charge-offs ( 13,939 ) ( 1,373 ) ( 15,312 ) Recoveries 3,360 495 3,855 Net charge-offs ( 10,579 ) ( 878 ) ( 11,457 ) Provision for credit losses - loans 3,472 128 3,600 Balance, end of period $ 20,384 $ 7,652 $ 28,036 For the six months ended June 30, 2023 (Dollars in thousands) Commercial Consumer Total Balance, beginning of period $ 27,070 $ 3,670 $ 30,740 Impact of ASC 326 adoption 2,926 4,492 7,418 Charge-offs ( 8,125 ) ( 2,204 ) ( 10,329 ) Recoveries 1,005 230 1,235 Net charge-offs ( 7,120 ) ( 1,974 ) ( 9,094 ) Provision for credit losses - loans 6,988 2,515 9,503 Balance, end of period $ 29,864 $ 8,703 $ 38,567 Of the commercial loan net charge-off amount in the 2024 periods, $ 9.4 million was attributable to the previously noted speciality finance loan that was reclassified from loans held for investment to loans held for sale in the second quarter of 2024. There were no material changes to the assumptions, loss factors (both quantitative and qualitative), or reasonable and supportable forecasts used in the estimation of the ACL and the provision for credit losses for loans held for investment as of and for the three and six months ended June 30, 2024. Excluded from the ACL as of June 30, 2024 and December 31, 2023 was $ 12.5 million and $ 13.2 million of accrued interest attributable to loans held for investment, respectively, which is included in accrued interest receivable on the consolidated balance sheet. The following table presents the amortized cost of collateral-dependent loans as of the dates stated. (Dollars in thousands) June 30, 2024 December 31, 2023 Commercial and industrial $ 43,721 $ 67,555 Real estate – construction, commercial 4,039 6,309 Real estate – construction, residential — 2,303 Real estate – commercial 14,814 13,401 Real estate – residential 4,667 7,337 Total collateral-dependent loans $ 67,241 $ 96,905 Acquired Loans As of June 30, 2024 and December 31, 2023 , the amortized cost of purchased credit deteriorated ("PCD") loans totaled $ 49.0 million and $ 51.0 million, respectively, with estimated ACL of $ 486 thousand and $ 529 thousand, respectively. The remaining non-credit discount on PCD loans was $ 3.2 million and $ 3.8 million as of June 30, 2024 and December 31, 2023, respectively. Modified Loans The Company closely monitors the performance of borrowers experiencing financial difficulty that have been granted certain loan modifications it would otherwise not consider. The following table presents information on loans modified in the last 12 months from the date stated. June 30, 2024 (Dollars in thousands) Number of Loans Recorded Investment Recorded Investment of Modified Loans to Gross Loans by Category Financial Effect Modification - term extension and forbearance Forbearance agreements Commercial and industrial (1) 4 $ 18,834 4.69 % Real estate – construction, residential 1 155 0.28 % Real estate – residential 1 126 0.02 % Modification - payment deferral Payment deferral 6-9 months Real estate – residential 1 557 0.08 % Commercial and industrial 1 183 0.05 % Total 8 $ 19,855 0.88 % 14.4 million and classified as held for sale as of June 30, 2024. The following table presents an aging analysis of the recorded investment of loans modified as of the date stated. June 30, 2024 (Dollars in thousands) Current 30-89 Greater than Nonaccrual Total Commercial and industrial (1) $ 1,680 $ — $ — $ 17,337 $ 19,017 Real estate – residential 126 — — 557 683 Real estate – construction, residential 155 — — — 155 Total modified loans $ 1,961 $ — $ — $ 17,894 $ 19,855 (1) Included in this line item was a nonperforming specialty finance loan totaling $ 14.4 million and classified as held for sale as of June 30, 2024. During the six months ended June 30, 2024 , no loans modified on behalf of a borrower experiencing financial difficulty had a payment default. As of June 30, 2024 , five residential mortgage loans with a total recorded investment of $ 710 thousand were in the process of foreclosure. |